As filed with the Securities and Exchange Commission
on October 15, 1998
File No. 33-43089
File No. 811-6431
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M N-1A
Registration Statement Under the Securities Act of 1933
Post-Effective Amendment No. 17
and
Registration Statement Under the Investment Company
Act of 1940
Amendment No. 19
____________________
SMITH BREEDEN SERIES FUND
(Exact Name of Registrant as Specified in Charter)
100 Europa Drive, Suite 200
Chapel Hill, North Carolina 27514
(Address of Principal Executive Office)
(919) 967-7221
(Registrant's Telephone Number, Including Area Code)
MICHAEL J. GIARLA
100 Europa Drive, Suite 200
Chapel Hill, North Carolina 27514
(Name and Address of Agent for Service)
_______________
Please Send Copy of Communications to:
MARIANTHE S. MEWKILL
Smith Breeden Associates, Inc.
100 Europa Drive, Suite 200
Chapel Hill, NC 27514
(919)-967-7221
This filing shall become effective on June 15, 1998
pursuant to paragraph (b)(1) of Rule 485 under the
Securities Act of 1933.
The Registrant has previously registered an indefinite
number of shares of beneficial interest pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended.
The Rule 24f-2 notice for the Registrant's most recent
fiscal year was filed on June 5, 1998.
SMITH BREEDEN SERIES FUND
SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT FUND
(THE "SHORT FUND")
SMITH BREEDEN INTERMEDIATE DURATION U.S.
GOVERNMENT FUND
(THE "INTERMEDIATE FUND")
CROSS REFERENCE SHEET
FORM N-1A
Part A: Information Required in Prospectus
N-1A
Item No. Item Location in the
Registration Statement
by Prospectus Heading
1. Cover Page Cover Page
2. Synopsis Expense Table
3. Condensed Financial Financial Highlights
Information
4. General Description Smith Breeden Mutual Funds;
of Registrant Investment Objectives,
Policies, and Risk
Considerations: The Short
and Intermediate Funds
5. Management of the Fund Management of the Funds
5a. Management's Discussion Contained in the Fund's
of Fund's Performance Annual Report to
Shareholders
6. Capital Stock and Other Dividends and Distributions;
Securities Capital Structure
7. Purchase of Securities How to Purchase Shares;
Being Offered Pricing of Fund Shares
8. Redemption or How to Exchange Shares;
Repurchase How to Redeem Shares
9. Pending Legal Not Applicable
Proceedings
OCTOBER 15, 1998
SMITH BREEDEN MUTUAL FUNDS
PROSPECTUS
This prospectus describes seven no-load mutual funds (the
"Funds") offering you a broad choice of investments to help
fulfill your asset allocation needs. Each Fund is a diversified
series of a management investment company - either the Smith
Breeden Series Fund or the Smith Breeden Trust. The investment
adviser for the Funds is Smith Breeden Associates, Inc. (the
"Adviser").
Smith Breeden Short Duration U.S. Government Fund
Smith Breeden Intermediate Duration U.S. Government Fund
Smith Breeden High Yield Bond Fund
Smith Breeden U.S. Equity Market Plus Fund
Smith Breeden Asian/Pacific Equity Market Fund
Smith Breeden European Equity Market Fund
Smith Breeden Financial Services Fund
An investment in any of the Funds is neither insured nor
guaranteed by the U.S. Government. There can be no assurance that
any of the Funds will meet its investment objective. This
Prospectus sets forth concisely the information about the Funds
that you should know before investing. Please read this
Prospectus carefully and keep it for future reference. Statements
of Additional Information dated October 15, 1998 have been filed
with the Securities and Exchange Commission with respect to each
of the Smith Breeden Series Fund and Smith Breeden Trust and are
legally part of this Prospectus. The Statements of Additional
Information can be obtained without charge by writing to the
Funds at 100 Europa Drive, Chapel Hill, North Carolina 27514 or
by calling 1-800-221-3138 or by visiting either the Funds'
website (www.smithbreeden.com) or the Securities and Exchange
Commission's (the "SEC") website (www.sec.gov).
The High Yield Bond Fund may invest up to 100% of its total
assets in debt securities rated below investment grade, commonly
referred to as "junk bonds." These lower rated securities are
speculative and involve greater risks of loss of principal and
non-payment of interest than higher rated bonds, and are
generally not appropriate for short-term investment purposes.
Please read the risk information contained in this prospectus
carefully.
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 PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SMITH BREEDEN BOND FUNDS
Smith Breeden Short Duration U.S. Government Fund (the "Short
Fund", a series of the Smith Breeden Series Fund) seeks a high
level of current income consistent with low volatility of net
asset value. The Short Fund seeks to match the duration, or
1<PAGE>
interest-rate risk, of a portfolio that invests exclusively in
six month U.S. Treasury securities on a constant maturity basis.
The dollar weighted average maturity of the Fund's securities may
at times significantly exceed six months.
Smith Breeden Intermediate Duration U.S. Government Fund (the
"Intermediate Fund", a series of the Smith Breeden Series Fund)
seeks a total return in excess of the total return of the major
market indices for mortgage-backed securities. The major market
indices for mortgage-backed securities currently include, but are
not limited to, the Salomon Brothers Mortgage Index and the
Lehman Brothers Mortgage Index. These indices include all
outstanding government sponsored fixed-rate mortgage-backed
securities, weighted in proportion to their current market
capitalization. The duration, or interest-rate risk, of these
indices is similar to that of intermediate-term U.S. Treasury
Notes, and typically will range between three and five years.
The dollar weighted average maturity of the Fund's securities may
at times significantly exceed three to five years.
Smith Breeden High Yield Bond Fund (the "High Yield Bond Fund", a
series of the Smith Breeden Trust) seeks high current income and
capital appreciation. Under normal conditions, the Fund invests
at least 65% of its total assets in lower rated debt securities
and convertible securities rated below investment grade by major
rating agencies, commonly referred to as "junk bonds". There is
no limit on either portfolio maturity or the acceptable rating of
securities. The Fund may invest up to 35% of its net assets in
U.S. and foreign equity securities. The Fund may also use
options, futures and forward contracts and interest rate and
currency swaps as investment or hedging instruments.
SMITH BREEDEN EQUITY FUNDS
Smith Breeden U.S. Equity Market Plus Fund (the "U.S. Equity
Market Plus Fund", a series of the Smith Breeden Trust) seeks to
provide a total return exceeding the Standard & Poor's 500
Composite Stock Index (the "S&P 500 Index") without additional
equity market risk. The S&P 500 Index is an unmanaged index
composed of 500 common stocks, most of which are listed on the
New York Stock Exchange. Standard & Poor's, which is not a
sponsor of or in any other way affiliated with the Fund, chooses
the 500 stocks included in the S&P 500 Index on the basis of
market value and industry diversification. The Fund does not
invest principally in the common stocks that make up the S&P 500
Index (the "Index") or any other index. Instead, the Fund uses
S&P 500 futures and swaps in an effort to maintain an equity
market exposure similar to that which would be achieved if all of
the Fund's assets were invested in the stocks comprising the
Index. Since the use of futures and swaps can be implemented with
the commitment of only a small percentage of the Fund's cash, it
can use the remainder to purchase fixed-income securities and
related hedging instruments. Whether the Fund's total return
equals or exceeds the performance of the S&P 500 Index depends
largely on whether the total return on the Fund's fixed-income
investments equals or exceeds the Fund's total operating
expenses, as well as other factors.
2<PAGE>
Smith Breeden Asian/Pacific Equity Market Fund (the
"Asian/Pacific Equity Market Fund", a series of the Smith Breeden
Trust) seeks capital appreciation through investments in
financial instruments related to the major equity markets of Asia
and the Pacific region. The fund does not invest principally in
the common stocks of the Asian and Pacific markets. Instead the
Fund uses futures, options, swaps, and forwards on the equity and
currency markets of Asia and the Pacific region to maintain its
equity exposure. Since the use of futures and swaps can be
implemented with the commitment of only a small percentage of the
Fund's cash, it can use the remainder to purchase fixed-income
securities and related hedging instruments. Whether the Fund's
total return equals or exceeds the performance of the equity
markets of Asia and the Pacific region depends largely on whether
the total return on the Fund's fixed-income investments equals or
exceeds the Fund's total operating expenses, as well as other
factors.
Smith Breeden European Equity Market Fund (the "European
Equity Market Fund", a series of the Smith Breeden Trust) seeks
capital appreciation through investments in financial instruments
related to the major equity markets of Europe. The fund does not
invest principally in the common stocks of the European markets.
Instead the Fund uses futures, options, swaps, and forwards on
the equity and currency markets of Europe to maintain its equity
exposure. Since the use of futures and swaps can be implemented
with the commitment of only a small percentage of the Fund's
cash, it can use the remainder to purchase fixed-income
securities and related hedging instruments. Whether the Fund's
total return equals or exceeds the performance of the equity
markets of Europe depends largely on whether the total return on
the Fund's fixed-income investments equals or exceeds the Fund's
total operating expenses, as well as other factors.
Smith Breeden Financial Services Fund (the "Financial Services
Fund", a series of the Smith Breeden Trust) seeks capital
appreciation. To pursue this goal, the Fund invests in U.S. and
foreign financial services companies. These include banks,
thrift, finance and leasing companies, brokerage, investment
banking and advisory firms, real estate related firms and
insurance companies.
3<PAGE>
TABLE OF CONTENTS
Expense Table. 5
Financial Highlights - Short Fund 7
Financial Highlights - Intermediate Fund. 8
Financial Highlights - U.S. Equity Market Plus Fund. 9
Financial Highlights - Financial Services Fund. 10
Smith Breeden Mutual Funds 11
Investment Objectives, Policies and Risk Considerations. 11
Other Investment Practices and Risk Considerations. 22
Management of the Funds 27
Pricing of Fund Shares. 34
How to Purchase Shares. 35
How to Exchange Shares. 38
How to Redeem Shares. 39
Dividends and Distributions 42
Shareholder Reports and Information 43
Retirement Plans. 44
Service and Distribution Plans. 44
Taxes 45
Capital Structure 46
Transfer and Dividend Disbursing Agent, Custodian and
Independent Accountants. 46
Fund Performance. 47
Appendix. 49
No person has been authorized to give any information or to make
any representations not contained in this Prospectus and, if
given or made, such information or representations must not be
relied upon as having been authorized by the Funds. The
Prospectus does not constitute an offering by the Funds in any
jurisdiction in which such offering may not be lawfully made.
4<PAGE>
EXPENSE TABLE
The following table is designed to assist you in understanding the expenses
you will bear as a shareholder of a Fund. Shareholder Transaction Expenses are
charges paid when shares of a Fund are bought or sold. Annual Fund Operating
Expenses are paid out of a Fund's assets and include fees for portfolio
management, maintenance of shareholder accounts, shareholder servicing,
accounting and other services. The annual fund operating expenses shown below
reflect expense limitations agreed to by the Adviser, and are based on each
Fund's expenses for the past fiscal year, if applicable, or, in the case of new
Funds, on good faith estimates provided by the Adviser.
<TABLE>
<CAPTION> High U.S. Asian/ European Finan
Interme Yield Equity Pacific Equity cial
Short diate Bond Market Equity Market Services
Fund Fund Fund Plus Market Fund Fund
Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Shareholder Transaction
Expenses1
Maximum Sales Load Imposed on None None None None None None None
Purchases
Maximum Sales Load Imposed on
Reinvested Dividends None None None None None None None
Deferred Sales Load Imposed
on Redemptions None None None None None None None
Redemption Fees2 None None None None None None None
Exchange Fees None None None None None None None
Annual Fund Operating
Expenses
(as a percentage of average
net assets)
Management Fees3 0.70% 0.70% 0.70% 0.70% 0.70% 0.70% 1.50%
Other Expenses (net of 0.08% 0.18% 0.28% 0.18% 0.28% 0.28% (0.02%)
reimbursement)4
Total Fund Operating Expenses
(net of reimbursement)4 0.78% 0.88% 0.98% 0.88% 0.98% 0.98% 1.48%
<FN>
<F1>
1 For accounts of less than $2,000, each Fund assesses an annual account
maintenance fee of $16. This fee is in addition to the expenses set forth
above.
2 A transaction charge of $9 may be imposed on redemptions by wire transfer,
and an account closing fee of $8 may be imposed. Neither of these fees are
included in the above expenses.
3 Pursuant to a distribution and services plan in respect of each Fund, the
Adviser may pay annual distribution and servicing fees of up to 0.25% of each
of the Fund's net assets out of its management fee. See "Service and
Distribution Plans."
4 The Other Expenses and Total Fund Operating Expenses in the table reflect
voluntary undertakings by the Adviser to bear expenses of each of the Funds
and/or waive its fees to the extent necessary to limit Total Fund Operating
Expenses to 0.78% for the Short Fund, to 0.88% for each of the Intermediate
Fund and U.S. Equity Market Plus Fund, to 1.48% for the Financial Services
Fund, and to 0.98% for each of the High Yield Bond Fund, Asian/Pacific Equity
Market Fund, and European Equity Market Fund through August 1, 1999. Absent
the expense limitations, Other Expenses and Total Fund Operating Expenses for
the past fiscal year would have been 0.30% and 1.00% for the Short Fund,
0.43% and 1.13% for the Intermediate Fund, 0.53% and 1.23% for the U.S.
Equity Market Plus Fund, and are estimated to be about 1.70% and 3.20% for
the Financial Services Fund, and about 2.28% and 2.98% for each of the High
Yield Bond Fund, Asian/Pacific Equity Market Fund, and European Equity Market
Fund.
</FN>
</TABLE>
5<PAGE>
The following examples illustrate the expenses that apply to a
$1,000 investment in each Fund over various time periods
assuming: (1) a 5% annual rate of return, and (2) no redemption
at the end of each time period. Except as noted in the table
above, the Funds charge no redemption fees. The $16 annual
maintenance fee payable on accounts with current balances of less
than $2,000 is not included in these examples.
Short Duration Fund
1 Year 3 Years 5 Years 10 Years
$8 $26 $45 $99
Intermediate Duration Fund and U.S. Equity Market Plus Fund
1 Year 3 Years 5 Years 10 Years
$9 $29 $50 $111
High Yield Bond Fund, Asian/Pacific Equity Market Fund, and
European Equity Market Fund
1 Year 3 Years 5 Years 10 Years
$10 $32 $56 $123
Financial Services Fund
1 Year 3 Years 5 Years 10 Years
$16 $48 $83 $182
These examples are based on the annual operating expenses shown
above and should not be considered a representation of past or
future expenses or performance. Actual expenses may be greater or
less than those shown. The annual rate of return may be more or
less than 5%.
The Funds may be recommended to investors by registered
investment advisers. Such advisers customarily impose fees that
would be in addition to any fees and expenses presented in the
above table. Certain broker-dealers may also charge a fee for
purchase or redemption of shares through their network. Neither
the Funds nor the Adviser exercise any control over such advisory
or broker-dealer fees and may not be informed of the level of
such fees.
6<PAGE>
SHORT DURATION FUND
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
The following selected per share data and ratios cover the fiscal periods from
March 31, 1992, the date the Fund commenced operations, through March 31,
1998, and are part of the Short Fund's financial statements which have been
audited by Deloitte & Touche LLP, independent auditors. This data should be
read in conjunction with the Short Fund's most recent annual audited financial
statements and the report of Deloitte & Touche LLP thereon, which appear in
the Statement of Additional Information for the Smith Breeden Series Fund.
<TABLE>
Year Ended Year Ended Year Ended Year Ended Year Ended Period Ended
March 31, March 31, March 31, March 31, March 31, March 31,
1998 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, $9.83 $9.74 $9.90 $9.90 $10.00 $10.00
Beginning of Period....
Income From Investment
Operations
Net investment 0.484 0.476 0.621 0.628 0.432 0.552
income.................
.............
Net realized and
unrealized gain (loss) 0.114 0.146 (0.148) -- (0.070) 0.002
on
investments............
.......................
..........
Total from investment 0.598 0.622 0.473 0.628 0.362 0.554
operations..........
Less Distributions
Dividends from net (0.508) (0.476) (0.621) (0.628) (0.462) (0.554)
investment income.....
Dividends in excess of
net investment -- (0.056) (0.012) -- -- --
income.................
.......................
............
Total (0.508) (0.532) (0.633) (0.628) (0.462) (0.554)
Distributions..........
.......................
..
Net Asset Value, End of $9.92 $9.83 $9.74 $9.90 $9.90 $10.00
Period...............
Total 6.24% 6.57% 4.95% 6.58% 3.67% 5.67%
Return.................
.......................
.....
Ratios/Supplemental
Data
Net assets, end of $78,427,855 $118,988,609 $221,825,136 $218,431,665 $218,167,491 $48,531,206
period.................
...........
Ratio of expenses to
average net assets
Before expense 1.00% 0.93% 0.93% 0.92% 1.00% 2.58%
limitation.............
......
After expense 0.78% 0.78% 0.78% 0.78% 0.78% 0.78%
limitation.............
........
Ratio of net income to
average net assets
Before expense 5.06% 4.90% 6.13% 6.18% 3.95% 2.73%
limitation.............
......
After expense 5.28% 5.04% 6.29% 6.33% 4.17% 4.53%
limitation.............
........
Portfolio turnover 626% 556% 225% 47% 112% 3%
rate...................
............
<FN>
<F1>
Additional performance information is presented in the Short Fund's Annual
Report, which is available without charge upon request.
</FN>
</TABLE>
7<PAGE>
INTERMEDIATE DURATION FUND
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
The following selected per share data and ratios cover the fiscal periods from
March 31, 1992, the date the Fund commenced operations, through March 31,
1998, and are part of the Intermediate Fund's financial statements which have
been audited by Deloitte & Touche LLP, independent auditors. This data should
be read in conjunction with the Intermediate Fund's most recent annual audited
financial statements and the report of Deloitte & Touche LLP thereon, which
appear in the Statement of Additional Information for the Smith Breeden Series
Fund.
<TABLE>
Year Ended Year Ended Year Ended Year Ended Year Ended Period Ended
March 31, March 31, March 31, March 31, March 31, March 31,
1998 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, $9.73 $10.01 $9.83 $10.01 $10.62 $10.00
Beginning of Period....
Income From Investment
Operations
Net investment 0.590 0.599 0.660 0.664 1.050 0.826
income.................
.............
Net realized and
unrealized gain (loss) 0.419 (0.024) 0.277 (0.049) (0.601) 0.621
on
investments............
.......................
..........
Total from investment 1.009 0.575 0.937 0.615 0.449 1.447
operations..........
Less Distributions
Dividends from net (0.561) (0.604) (0.656) (0.664) (1.044) (0.826)
investment income.....
Dividends in excess of
net investment ---- ---- ---- (0.108) ---- --
income.................
.......................
............
Distributions from net
realized gains on (0.178) (0.251) (0.101) -- (0.015) --
investments............
.......................
.........
Distributions in excess
of net realized gains -- -- -- (0.022) -- --
on
investments............
..................
Total (0.739) (0.855) (0.757) (0.794) (1.059) (0.826)
Distributions..........
.......................
..
Net Asset Value, End of $10.00 $9.73 $10.01 $9.83 $10.01 $10.62
Period...............
Total 10.65% 5.92% 9.69% 6.10% 4.11% 14.93%
Return.................
.......................
.....
Ratios/Supplemental
Data
Net assets, end of $38,641,879 $37,735,525 $36,446,940 $34,797,496 $6,779,666 $2,923,913
period.................
...........
Ratio of expenses to
average net assets
Before expense 1.13% 1.16% 1.14% 2.33% 2.34% 17.52%
limitation.............
......
After expense 0.88% 0.88% 0.90% 0.90% 0.90% 0.82%
limitation.............
........
Ratio of net income to
average net assets
Before expense 5.36% 5.92% 6.26% 4.77% 6.30% (8.52%)
limitation.............
......
After expense 5.61% 6.19% 6.49% 6.20% 7.74% 8.18%
limitation.............
........
Portfolio turnover 583% 409% 193% 557% 84% 42%
rate...................
............
<FN>
<FN1>
Additional performance information is presented in the Intermediate Fund's
Annual Report, which is available without charge upon request.
</FN>
</TABLE>
8<PAGE>
U.S. EQUITY MARKET PLUS FUND
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
The following selected per share data and ratios cover the fiscal periods from
June 30, 1992, the date the Fund commenced operations, through March 31, 1998,
and are part of the Fund's financial statements, which have been audited by
Deloitte & Touche LLP, independent auditors. This data should be read in
conjunction with the Fund's most recent annual audited financial statements
and the report of Deloitte & Touche LLP thereon, which appear in the Statement
of Additional Information for the Smith Breeden Trust.
<TABLE>
Year Ended Year Ended Year Ended Year Ended Year Ended Period Ended
March 31, March 31, March 31, March 31, March 31, March 31,
1998 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, $12.56 $12.27 $10.84 $9.88 $10.85 $10.00
Beginning of Period....
Income From Investment
Operations
Net investment 0.591 0.592 0.615 0.568 0.476 0.355
income.................
.............
Net realized and
unrealized gain (loss) 4.940 1.813 2.768 1.081 (0.216) 1.281
on
investments............
.......................
.........
Total from investment 5.531 2.405 3.383 1.649 0.260 1.636
operations..........
Less Distributions
Dividends from net (0.586) (0.590) (0.583) (0.568) (0.472) (0.311)
investment income.....
Dividends in excess of
net investment -- -- -- (0.001) -- --
income.................
.......................
............
Distributions from net
realized gains on (0.645) (1.525) (1.370) (0.047) (0.701) (0.420)
investments............
.......................
.........
Distributions in excess
of net realized gains -- -- -- (0.073) (0.057) (0.055)
on
investments............
..................
Total (1.231) (2.115) (1.953) (0.689) (1.230) (0.786)
Distributions..........
.......................
..
Net Asset Value, End of $16.86 $12.56 $12.27 $10.84 $9.88 $10.85
Period...............
Total 45.71% 21.41% 32.30% 17.18% 2.19% 16.52%
Return.................
.......................
.....
Ratios/Supplemental
Data
Net assets, end of $136,667,439 $13,507,377 $4,766,534 $2,107,346 $1,760,519 $903,846
period.................
...........
Ratio of expenses to
average net assets
Before expense 1.23% 2.60% 4.58% 7.75% 7.08% 28.48%*
limitation.............
......
After expense 0.88% 0.88% 0.90% 0.90% 0.90% 0.57%*
limitation.............
........
Ratio of net income to
average net assets
Before expense 4.44% 3.58% 1.85% 0.59% 1.84% (22.63%)*
limitation.............
......
After expense 4.79% 5.30% 5.53% 7.44% 8.02% 5.28%*
limitation.............
........
Portfolio turnover 424% 182% 107% 120% 119% 271%
rate...................
............
<FN>
<F1>
* Annualized
Additional performance information is presented in the Fund's Annual Report,
which is available without charge upon request.
</FN>
</TABLE>
9<PAGE>
FINANCIAL SERVICES FUND
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
The following selected per share data and ratios cover the period from
December 22, 1997, the date the Fund commenced operations, through March 31,
1998, and are part of the Fund's financial statements, which have been audited
by Deloitte & Touche LLP, independent auditors. This data should be read in
conjunction with the Fund's most recent audited financial statements and the
report of Deloitte & Touche LLP thereon, which appear in the Statement of
Additional Information for the Smith Breeden Trust.
Period Ended
March 31, 1998
Net Asset Value, Beginning of $9.00
Period...............................................................
.....................................................................
.....
Income From Investment Operations
Net investment 0.017
income...............................................................
.....................................................................
..............................
Net realized and unrealized gain (loss) on 1.043
investments..........................................................
.......................................................
Total from investment 1.060
operations...........................................................
.....................................................................
..............
Less Distributions
Dividends from net investment --
income...............................................................
.....................................................................
.....
Dividends in excess of net investment --
income...............................................................
...............................................................
Distributions from net realized gains on --
investments..........................................................
..........................................................
Distributions in excess of net realized gains on --
investments..........................................................
...............................................
Total --
Distributions........................................................
.....................................................................
..........................................
Net Asset Value, End of $10.06
Period...............................................................
.....................................................................
...............
Total 11.78%
Return...............................................................
.....................................................................
.............................................
Ratios/Supplemental Data
Net assets, end of
period.............................................................$7,316,716
.....................................................................
............................
Ratio of expenses to average net assets
Before expense 3.20%*
limitation...........................................................
.....................................................................
.......................
After expense 1.48%*
limitation...........................................................
.....................................................................
.........................
Ratio of net income to average net assets
Before expense -0.92%*
limitation...........................................................
.....................................................................
.......................
After expense 0.79%*
limitation...........................................................
.....................................................................
.........................
Portfolio turnover 85%
rate.................................................................
.....................................................................
..............................
Average commission paid per $0.09
share................................................................
.....................................................................
.......
* Annualized
Additional performance information is presented in the Fund's Annual Report,
which is available without charge upon request.
10<PAGE>
SMITH BREEDEN MUTUAL FUNDS
The Short and Intermediate Funds are series of the Smith
Breeden Series Fund (the "Series Fund"), an open-end diversified
management investment company. The High Yield Bond, U.S. Equity
Market Plus, Asian/Pacific Equity Market, European Equity Market,
and Financial Services Funds are series of the Smith Breeden
Trust (the "Trust"), an open-end diversified management
investment company.
Smith Breeden Associates, Inc. ("Smith Breeden" or the "Adviser")
acts as investment adviser to the Funds. Smith Breeden is a money
management and consulting firm founded in 1982 whose clients
include pension funds, financial institutions, corporations,
government entities and charitable foundations.
INVESTMENT OBJECTIVES, POLICIES, AND RISK CONSIDERATIONS
Each of the Funds has a different investment objective and
different investment policies, and is designed to meet different
investment needs.
The investment objectives and certain investment policies of the
Short and Intermediate Funds are fundamental and may not be
changed without a vote of shareholders of the relevant Fund. The
investment objectives of the High Yield Bond, U.S. Equity Market
Plus, Asian/Pacific Equity Market, European Equity Market, and
Financial Services Funds are not fundamental.
Since shares of each Fund represent an investment in securities
with fluctuating market prices, the net asset value per share of
each Fund will vary as the aggregate value of a Fund's
investments increases or decreases. Due to the risks inherent in
all investments, there can be no assurance that the objectives of
the Funds will be met. The descriptions that follow are designed
to help you choose the Fund or combination of Funds that best
fits your investment objectives.
Short and Intermediate Funds
The Short Fund's investment objective is to provide investors
with a high level of current income, consistent with a low
volatility of net asset value. Under normal circumstances the
Short Fund will seek to achieve an interest-rate risk or option-
adjusted duration (See "Other Investment Practices and Risk
Considerations - Adjusting Investment and Interest Rate Risk
Exposure") similar to that of a six-month U.S. Treasury security
on a constant maturity basis. However, the Short Fund expects
that, under normal circumstances, the dollar-weighted average
life (or period until the next reset date) of its portfolio
securities will be longer than six months, sometimes
significantly longer. There is no assurance that the Short Fund
will be able to maintain a low volatility of net asset value.
The Adviser believes that by investing in mortgage securities
from a variety of market sectors on a selective basis and
adjusting the overall option-adjusted duration of the portfolio
to approximate that of a six-month U.S. Treasury security, the
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Short Fund will achieve a more consistent and less volatile net
asset value than is characteristic of mutual funds that invest
primarily in mortgage securities paying a fixed rate of interest
or those that invest exclusively in adjustable-rate mortgage
securities. The securities in which the Short Fund may invest may
not yield as high a level of income as other securities in which
other funds may invest. However, such higher yielding securities
may be more volatile and may be issued by less creditworthy
entities.
The Intermediate Fund's investment objective is to provide
investors with a total return in excess of the total return of
the major market indices for mortgage-backed securities. The
major market indices for mortgage-backed securities currently
include, but are not limited to, the Salomon Brothers Mortgage
Index and the Lehman Brothers Mortgage Index. These indices
include all outstanding government sponsored fixed-rate mortgage-
backed securities, weighted in proportion to their current market
capitalization. Total return is the change in value of the
investment, assuming reinvestment of all distributions. Under
normal circumstances, the Intermediate Fund will seek to achieve
an interest-rate risk or option-adjusted duration (see "Other
Investment, Practices and Risk Considerations") similar to that
of a portfolio that invests exclusively in mortgage-backed
securities, as weighted in the major market indices. The
duration, or interest-rate risk, of these indices is believed by
the Adviser to be similar to that of intermediate-term U.S.
Treasury Notes, and typically will range between three and five
years. (However, the Intermediate Fund expects that, under normal
circumstances, the dollar-weighted average life (or period until
the next reset date) of its portfolio securities will be more
than five years, sometimes significantly longer.) When market
interest rates decline, the value of a portfolio invested in
intermediate-term fixed-rate obligations can be expected to rise.
Conversely, when market interest rates rise, the value of a
portfolio invested in intermediate-term fixed-rate obligations
can be expected to fall. There is no assurance that the
Intermediate Fund will be able to maintain a total return in
excess of the total return of major market indices for mortgage-
backed securities, or that it will match the interest rate risk
of a portfolio investing exclusively in these securities.
The Short and Intermediate Funds will seek their investment
objective by investing, under normal circumstances, at least 70%
of their total assets in U.S. Government Securities. It is
anticipated that the Funds will invest primarily in mortgage-
backed securities issued by the U.S. Government, its agencies and
instrumentalities. The Funds will also invest in fixed-rate and
adjustable-rate mortgage-backed securities issued by non-
governmental issuers. Each Fund may hold a portion of its assets
in money market instruments and in time and savings deposits
(including fixed-rate or adjustable certificates of deposit) in
commercial banks or institutions whose accounts are insured by
the Federal Deposit Insurance Corporation.
As a matter of fundamental policy, the Short and Intermediate
Funds will limit purchases to securities from the following
classes of assets:
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1.Securities issued directly or guaranteed by the U.S.
Government or its agencies or instrumentalities;
2.Mortgage-Backed Securities rated AAA by Standard & Poor's
Corporation (S&P) or Aaa by Moody's Investors Service, Inc.
("Moody's) or unrated but deemed of equivalent quality by the
Adviser;
3.Securities fully collateralized by assets in either of the
above classes;
4.Assets which would qualify as liquidity items under federal
regulations if held by a commercial bank or savings
institution; and
5.Hedge instruments, which may only be used for risk management
purposes. Any securities described in the "Hedging" section
and any stripped Mortgage-Backed Securities may only be used
for risk management purposes.
The Federal regulations referred to in Item 4 may change from
time to time.
High Yield Bond Fund
The High Yield Bond Fund seeks high current income and capital
appreciation. The Fund invests primarily in lower rated debt
securities commonly referred to as "junk bonds." The Fund may
also invest in unrated securities. There is no limit on the
acceptable rating of securities bought by the Fund. See the
Appendix for an explanation of credit ratings.
At least 65% of the Fund's total assets will be invested in
these high yield debt securities rated below investment grade by
national rating agencies such as S&P and Moody's (or unrated
securities of comparable credit quality and similarly rated (or
unrated) convertible securities). Investment in such securities
is considered speculative. Investors should expect greater
fluctuations in share price, yield and total return than compared
with less aggressive bond funds and the Smith Breeden Short and
Intermediate Funds.
The value of the High Yield Bond Fund's fixed-income investments
will fluctuate with changes in interest rates. When interest
rates go up, the prices of debt securities generally fall, and
conversely when interest rates fall, the value of debt securities
increases. This interest rate risk will generally not be hedged
in the High Yield Bond Fund, and the Fund's duration will not be
managed to any specific target. In addition to interest rate
risk, the Fund's investments are subject to other risks. Lower
rated securities, while usually offering higher yields, generally
have more risk and volatility because of reduced creditworthiness
and greater chance of default. Issuers of high yield bonds are
typically in weak financial health and their ability to pay
interest and principal is uncertain. High yield bond markets may
react strongly to adverse news about an issuer or the economy, or
the perception or expectation of adverse news. High yield bonds
also present certain risks based on payment expectations. For
example high yield bonds may contain redemption and call
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provisions. If an issuer exercises these provisions in a
declining interest rate market, the Fund would have to replace
the security with a lower yielding security, resulting in a
decreased return for investors. The manager may use options to
mitigate the prepayment risk but such a strategy may not be
successful. See "Other Investment Practices and Risk
Considerations" for a more detailed discussion of the risks
associated with the use of options.
The market for high yield bonds may be thinner and less active
than that for higher-quality debt securities, which can adversely
affect the prices at which the former are sold. If market
quotations are not available, lower-quality debt securities will
be valued in accordance with procedures established by the Board
of Trustees, including the use of outside pricing services.
Judgment plays a greater role in valuing high-yield corporate
debt securities than is the case for securities for which more
external sources for quotations and last-sale information is
available. Adverse publicity and changing investor perceptions
may affect the ability of outside pricing services to value lower-
quality debt securities and the High Yield Bond Fund's ability to
dispose of these securities.
To the extent the Fund invests in foreign securities, performance
will also depend on changes in foreign currency values, differing
political and regulatory environments and overall economic
factors in the foreign country where the Fund invests. The Fund
may also invest 35% of its total assets in equity securities,
namely common or preferred stock and warrants, of U.S. and
foreign companies. To the extent the Fund invests in stocks, the
value of these equity investments will fluctuate day to day with
movements in the stock market, as well as in response to the
activities of individual companies.
The Fund may also use options, future contracts, options on
futures contracts and swaps to increase or decrease its exposure
to changing security prices, interest or currency exchange rates,
or other factors that affect security values. The risks
associated with such financial instruments are explained more
fully in the section of this prospectus entitled "Other
Investment Practices and Risk Considerations."
The success of a strategy of investment in high-yielding bonds
depends on the Adviser's skills, including credit analysis. In
selecting securities, Smith Breeden will consider industries or
individual companies that have stable or improving fundamental
characteristics. In selecting securities, the manager will
evaluate the issuer's credit and market risk in relationship to
the securities' expected rate of return.
U.S. Equity Market Plus Fund, Asian/Pacific Equity Market
Fund, European Equity Market Fund
The U.S. Equity Market Plus Fund seeks to provide a total
return exceeding the S&P 500 Index without additional equity
market risk. The Asian/Pacific Equity Market Fund seeks capital
appreciation through investments in financial instruments related
to the major equity markets of Asia and the Pacific region. The
European Equity Market Fund seeks capital appreciation through
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investments in securities related to the major equity markets of
Europe. None of the funds invest principally in the common stocks
of the regions or indices whose returns they are targeting.
Instead each Fund uses futures, options, and swaps to maintain
their equity exposure in their respective markets. The
Asian/Pacific Equity Market and European Equity Market Funds may
also employ futures and forwards on the currency markets of their
respective regions to maintain the relevant market exposure.
When futures contracts are purchased, only a small percentage
of the notional value of the contract must be posted as margin.
(This percentage is as low as 5% for contracts traded in U.S.
markets (which may include certain contracts on Asian and
European indices which are traded in the U.S.), is about 15% in
Asia, and between 6% to 8% on European exchanges.) No margin is
generally required when entering into a swap or option contract.
Each of the U.S. Equity Market Plus, Asian/Pacific Equity Market,
and European Equity Market Funds therefore commits only a small
percentage of its net assets to purchasing the instruments which
it uses to capture its equity market risk. With its remaining
cash, each Fund will invest in a low duration fixed income
strategy substantially similar to that of the Short Fund. Each
Fund invests in fixed-income securities and uses related hedging
techniques such as interest rate futures, options, floors, caps
and swaps to reduce the interest-rate risk of its fixed-income
securities to less than two years. The Funds' fixed income
securities will consist primarily of U.S. Government Securities,
including U.S. Agency mortgage-backed securities, but may also
include corporate debt securities, and mortgage-backed and other
asset-backed securities of non-governmental issuers. The Funds
may also engage in loans of portfolio securities, dollar rolls,
and reverse repurchase agreements to enhance income and total
return. With these fixed-income related investments, each Fund
seeks to generate income and gains exceeding the total operating
costs of the Fund. The operating costs of the Funds include the
transaction and financing costs of entering into the futures,
options and swap contracts used to replicate the respective stock
market returns. Thus, whether a Fund's total return equals or
exceeds the performance of the index or market it targets (the
S&P 500 index in the case of the U.S. Equity Market Plus Fund,
the Asia/Pacific region in the case of the Asian/Pacific Equity
Market Fund, the European region in the case of the European
Equity Market Fund) depends largely on whether the total return
on the Fund's fixed-income portfolio equals or exceeds the Fund's
total operating expenses. Other factors which will impact the
success of the Funds' strategies relate to how well the returns
of the futures, swaps and options chosen by the Adviser as the
Fund's investments correlate to the markets tracked, as described
below and in "Other Investment Practices and Risk
Considerations." Each Fund has also applied for an exemptive
order with the SEC which would permit the Fund to invest in the
Short Fund for purposes of pursuing its short duration fixed
income strategy. There is no assurance that such an order will
be granted.
When futures contracts and/or swap contracts are, in the judgment
of the Adviser, overpriced relative to the common stocks of the
index or market being tracked, a Fund may invest directly in the
common stocks represented by the index or in the region being
15<PAGE>
tracked. The Fund will not own all issues, but will attempt to
purchase a basket of common stocks which the Adviser expects
will, on average, match movements in the index or market being
tracked. Subject to limits on the Fund's investments in other
investment companies, a Fund may also invest in other mutual
funds. To the extent that the Fund purchases interests in other
investment companies, shareholders of the Fund may be subject to
a layering of expenses because they may indirectly bear a
proportionate share of the expenses of such investment companies
(including advisory fees) in addition to bearing the direct
expenses of the Fund in which they have invested.
Each Fund's opportunity for gain or loss may be greater than
if the Fund invested directly in the stocks represented by the
relevant market or index because the notional value of the
financial instruments utilized may not match exactly a Fund's net
assets. For example, in the U.S. Equity Market Plus Fund, the
total net notional amount of the Fund's equity swap contracts,
S&P 500 Index futures contracts, plus the market value of any
common stocks owned may be more or less than the Fund's total net
assets. (Under normal market conditions, each Fund expects that
such variations in its exposure to the relevant index or regions
will be up to 5% more or less than the Fund's net assets.) For
the Asian/Pacific Equity Market and European Equity Market Funds,
there are no futures traded which match exactly the stock market
capitalization of the Asian/Pacific or European regions. As a
result, the Asian/Pacific Equity Market and European Equity
Market Funds will utilize a composite of the futures traded in
these regions. Futures contracts may not be available to trade in
all countries making up a region, or a Fund may not be able to
match exactly the weighting of a country's market capitalization
in a region due to size limitations on the notional amount of the
futures being purchased. Due to the lower correlation of the
selected country or region futures with the return of the region
in total, this circumstance may magnify the "tracking error" of a
Fund's performance.
In addition to the risks described above, the U.S Equity
Market Plus, Asian/Pacific Equity Market Fund, and European
Equity Market Funds are all subject to market risk, the
possibility that the stocks underlying the equity markets whose
returns the Funds are tracking will decline in price over short
or long periods. Both U.S. and foreign stock markets tend to be
cyclical, with periods when stock prices generally rise and
periods when stock prices generally decline.
The manner in which the U.S. Equity Market Plus, Asian/Pacific
Equity Market, and European Equity Market Funds achieve their
exposure to the equity markets will have the effect of
accelerating each Fund's recognition of gain.
The Asian/Pacific Equity Market and European Equity Market
Funds invest in foreign markets which can be as, if not more
volatile, than U.S. markets. Investment abroad is also
influenced by currency risk. Currency risk is the risk that
changes in foreign exchange rates will affect, favorably or
unfavorably, the value of a Fund's foreign securities. Although
the Funds will enter into currency futures and forwards to
maintain the same currency exposure as the markets in which they
16<PAGE>
invest, there is no guarantee that the use of such techniques
will be successful. (The risks associated with the use of futures
and forwards is explained generally in "Other Investment
Practices and Risk Considerations" and in the Statement of
Additional Information of the Smith Breeden Trust.) Other risks
and considerations relate to the higher transaction costs of
trading in foreign securities; lower liquidity which may result
in greater price volatility; the possibility of expropriation or
confiscatory taxation; adverse change in investment or exchange
control regulation; difficulty in obtaining a judgement from a
foreign court; political instability; and potential restrictions
on the flow of international capital.
Financial Services Fund
The Financial Services Fund seeks capital appreciation. To
pursue this goal, the fund will invest at least 65% of its total
assets in U.S. and foreign financial services companies. These
include banks, thrifts, finance and leasing companies, brokerage,
investment banking and advisory firms, real estate related firms
and insurance companies. The Fund will generally invest in common
stock and in other equity securities such as preferred stock and
warrants. The Fund may also engage in other investment practices.
See "Other Investment Practices and Risk Considerations."
Because the Financial Services Fund invests in a single sector,
its performance is largely dependent on the sector's performance,
which may differ from that of the overall stock market. Changing
interest rates or deteriorating economic conditions can adversely
affect the performance of financial services companies' stocks.
The Fund may buy or sell interest rate futures and options to
attempt to mitigate the effect of changing interest rates upon
the portfolio. However, the use of interest rate futures in such
a strategy involves the risk that the price movements of the
hedging instrument will not accurately reflect price movements in
the securities, so that the hedge will not be fully effective or
may result in losses.
The Fund may also buy or sell stock index futures or options on
such indices to adjust the risk and return characteristics of the
Fund's stock portfolio. If the Adviser judges market conditions
incorrectly or employs a strategy that does not correlate well
with the Fund's investments, the use of stock index futures could
result in a loss, regardless of whether the intent was to reduce
risk or increase return. These techniques may also increase the
volatility of the Fund relative to the financial services sector
of the stock market. See also "Other Investment Practices and
Risk Considerations" and the Statement of Additional Information
of the Smith Breeden Trust for a discussion of the use of
financial futures and options and their risks.
Financial services companies are subject to extensive government
regulation which may limit both the amounts and types of loans
and other financial commitments they can make, and the interest
rates and fees they charge. Profitability is largely dependent
upon the availability and cost of capital funds, and can
fluctuate significantly when interest rates change. Credit losses
resulting from the financial difficulties of borrowers can
negatively affect the industry. Insurance companies may be
17<PAGE>
subject to severe price competition. Legislation is currently
being considered which would reduce the separation between
commercial and investment banking businesses. If enacted this
could significantly harm the financial services sector and the
Fund.
The Fund may purchase securities of foreign financial services
companies, which are subject to additional risks. Currency
fluctuations can adversely affect the returns on investments held
in foreign corporations. Other risks relate to the fact that
differences exist in accounting, auditing and financial reporting
standards. Political developments may also have an adverse
impact. There is also the possibility of changes in investment or
exchange control regulations, restrictions on the flow of
international capital, and difficulties in pursuing legal
remedies against issuers. The Fund will primarily invest in
foreign financial securities through American Depository Receipts
("ADRs") which represent shares of a foreign corporation held by
a U.S. bank that entitles the holder to all dividends and capital
gains. ADRs are denominated in U.S. dollars and trade in the U.S.
securities markets. ADRs are still subject to the risks
associated with foreign investment generally described above. The
Financial Services Fund may hedge against fluctuations in foreign
exchange rates by entering into foreign currency forward and
futures contracts. For more discussion of these contracts and
their risks, see "Other Investment Practices and Risk
Considerations" and the Statement of Additional Information of
the Smith Breeden Trust.
Under regulations imposed by the Investment Company Act of 1940
and its rules (the "1940 Act"), the Fund may not purchase more
than 10% of the securities of any domestic or foreign insurance
company. The Fund may also not invest more than 5% of its total
assets in the equity securities of any company that derives more
than 15% of its revenues from brokerage or investment management
activities, unless such investment is limited to not more than 5%
of the equity securities or 10% of the debt securities of such
company, and such investment represents not more than 5% of the
net assets of the Fund.
The Financial Services Fund intends to be a diversified fund, as
defined under the 1940 Act, and as such, with respect to 75% of
its assets, will not invest more than 5% of its assets in any
single issuer, and such 5% holding cannot represent more than a
10% voting interest in the acquired company.
Characteristics and Risks of the Securities in which the Funds
May Invest
Subject to the percentage limitations on investment to which each
Fund is subject based on their investment objective, and unless
stated otherwise, each of the Funds may invest in the following
types of securities.
U.S. Government Securities. The U.S. Government Securities in
which the Funds may invest include U.S. Treasury Bills, Notes,
Bonds, discount notes and other debt securities issued by the
U.S. Treasury, and obligations issued or guaranteed by the U.S.
Government, its agencies and instrumentalities including, but not
18<PAGE>
limited to, the Government National Mortgage Association
("GNMA"), Federal National Mortgage Association ("FNMA") and
Federal Home Loan Mortgage Corporation ("FHLMC"). (Other U.S.
Government agencies or instrumentalities include Federal Home
Loan Banks, Bank for Cooperatives, Farm Credit Banks, Tennessee
Valley Authority, Federal Financing Bank, Small Business
Administration, and Federal Agricultural Mortgage Corporation.)
Mortgage-backed securities are explained more fully below.
Corporate Debt Securities. All of the Funds, with the exception
of the Short and Intermediate Funds, may invest in corporate debt
securities. Corporate Debt Securities are subject to the risk of
an issuer's inability to meet principal and interest payments on
the obligation (credit risk) and may also be subject to price
volatility due to such factors as interest rate sensitivity,
market perception of the credit-worthiness of the issuer and
general market liquidity. Debt securities issued by smaller and
medium sized issuers may be less actively traded than those of
larger issuers and may experience greater fluctuations in price.
Smaller and medium sized issuers may be less seasoned, have more
limited product lines, markets, financial resources and
management depth, and therefore be more susceptible to adverse
market conditions than larger issuers.
Convertible Securities. All of the Funds, with the exception of
the Short and Intermediate Funds, may invest in convertible
securities. A convertible security is a fixed income equity
security that may be converted into a prescribed amount of common
stock at a specified formula. A convertible security entitles
the owner to receive interest until the security matures or is
converted. Convertibles have several unique investment
characteristics such as: (a) higher yields than common stocks but
lower yields than straight debt securities; (b) lesser degree of
fluctuation in value than the underlying stock since they have
fixed income characteristics; and (c) potential for capital
appreciation if the market price of the underlying securities
increases.
Mortgage-Backed and Other Asset-Backed Securities. Mortgage-
backed securities are securities that directly or indirectly
represent a participation in, or are collateralized by and
payable from, mortgage loans secured by real property. The term
"mortgage-backed securities," as used herein, includes adjustable-
rate mortgage securities, fixed-rate mortgage securities, and
derivative mortgage products such as collateralized mortgage
obligations, including residuals, stripped mortgage-backed
securities and other instruments. Asset-backed securities are
structured like mortgage-backed securities, but instead of
mortgage loans or interests in mortgage loans, the underlying
assets may include, but are not limited to, pools of automobile
loans, educational loans and credit card receivables. These
securities are described in detail below and in the Statement of
Additional Information.
There are currently three basic types of mortgage-backed
securities: (i) those issued or guaranteed by the U.S. Government
or one of its agencies or instrumentalities, such as GNMA, FNMA
and FHLMC; (ii) those issued by private issuers that represent an
interest in or are collateralized by mortgage-backed securities
19<PAGE>
issued or guaranteed by the U.S. Government or one of its
agencies or instrumentalities; and (iii) those issued by private
issuers that represent an interest in or are collateralized by
whole mortgage loans or mortgage-backed securities without a
government guarantee but usually having some form of private
credit enhancement. Not all securities issued by the U.S.
Government or its agencies are backed by the full faith and
credit of the United States; some may be backed only by the
assets of the particular instrumentality or the ability of the
agency to borrow.
The Short and Intermediate Funds may only invest in mortgage-
backed securities issued by private originators of, or investors
in, mortgage loans issued by private entities that are rated AAA
by S&P or Aaa by Moody's Investors Service ("Moody's"), or, if
unrated, determined by the Adviser to be of comparable quality.
The Short and Intermediate Funds will not pay any additional fees
for credit support and will not invest in private mortgage pass-
through securities unless they are rated AAA by S&P or Aaa by
Moody's, or are unrated but deemed to be of comparable credit
quality by the Adviser. In addition, the Short and Intermediate
Funds will only purchase mortgage-backed securities which
constitute "Mortgage Related Securities" for purposes of the
Secondary Mortgage Market Enhancement Act of 1984.
The Funds will not purchase privately-issued mortgage-backed
securities or Collateralized Mortgage Backed Obligations ("CMOs")
collateralized by interests in whole mortgage loans (not
guaranteed by GNMA, FNMA or FHLMC) if the securities of any one
issuer would exceed 10% of any Fund's assets at the time of
purchase. The Funds will not purchase privately-issued mortgage-
backed securities or CMOs collateralized by U.S. Government
agency mortgage-backed securities if the securities of any one
issuer would exceed 20% of any Fund's assets at the time or
purchase.
The U.S. Equity Market Plus, European Equity Market and
Asian/Pacific Equity Market Funds' investments in mortgage-backed
and other asset-backed securities will be rated at least A by
Moody's or S&P.
Mortgage-backed and asset-backed securities have yield and
maturity characteristics corresponding to their underlying
assets. Unlike traditional debt securities, which may pay a fixed
rate of interest until maturity when the entire principal amount
comes due, payments on certain mortgage-backed and asset-backed
securities include both interest and a partial payment of
principal. This partial payment of principal may be comprised of
a scheduled principal payment as well as an unscheduled payment
from the voluntary prepayment, refinancing, or foreclosure of the
underlying loans. As a result of these unscheduled payments of
principal, or prepayments on the underlying securities, the price
and yield of mortgage-backed securities can be adversely
affected. For example, during periods of declining interest
rates, prepayments can be expected to accelerate, and the Funds
would be required to reinvest the proceeds at the lower interest
rates then available. Prepayments of mortgages which underlie
securities purchased at a premium could result in capital losses
because the premium may not have been fully amortized at the time
20<PAGE>
the obligation is prepaid. In addition, like other interest-
bearing securities, the values of mortgage-backed securities
generally fall when interest rates rise, but when interest rates
fall, their potential for capital appreciation is limited due to
the existence of the prepayment feature. In order to hedge
against possible prepayment, the Funds may purchase certain
options and options on futures contracts as described more fully
in "Other Investment Practices and Risk Considerations" and the
Statements of Additional Information.
Adjustable-Rate Securities. Adjustable-rate securities have
interest rates that are reset at periodic intervals, usually by
reference to some interest rate index or market interest rate.
Some adjustable-rate securities are backed by pools of mortgage
loans. The Short and Intermediate Funds will only invest in
adjustable-rate securities backed by pools of mortgage loans
("ARMs"). The Fixed Income Segments of the U.S. Equity Market
Plus, Asian/Pacific Equity Market, and European Equity Market
Funds may also invest in adjustable-rate securities backed by
assets other than mortgage pools.
Although the rate adjustment feature may act as a buffer to
reduce large changes in the value of adjustable-rate securities,
these securities are still subject to changes in value based on
changes in market interest rates or changes in the issuer's
creditworthiness. Because the interest rate is reset only
periodically, changes in the interest rate on adjustable-rate
securities may lag changes in prevailing market interest rates.
Also, some adjustable-rate securities (or the underlying
mortgages or other underlying loans or receivables) are subject
to caps or floors that limit the maximum change in interest rate
during a specified period or over the life of the security.
Because of the resetting of interest rates, adjustable-rate
securities are less likely than non-adjustable-rate securities of
comparable quality and maturity to increase significantly in
value when market interest rates fall. Adjustable-rate securities
are also subject to the prepayment risks associated generally
with mortgage-backed securities.
Credit Risk. While certain U.S. Government securities such as
U.S. Treasury obligations and GNMAs are backed by the full faith
and credit of the U.S. Government, other fixed-income securities
in which the Funds may invest are subject to varying degrees of
risk of default. These risk factors include the creditworthiness
of the issuer and, in the case of mortgage-backed and asset-
backed securities, the ability of the mortgagor or other borrower
to meet its obligations. The Short and Intermediate Funds will
seek to minimize this credit risk by investing in securities of
the highest credit quality, while the U.S. Equity Market Plus,
European Equity Market and Asian/Pacific Equity Market Funds will
seek to minimize this risk of default by investing in securities
of at least investment grade, except that its investment in
mortgage-backed securities will be rated at least A. The High
Yield Bond Fund will invest in securities of below investment
grade.
Debt obligations that are deemed investment grade carry a rating
of at least Baa from Moody's or BBB from Standard and Poor's, or
a comparable rating agency from another rating agency or, if not
21<PAGE>
rated by an agency, are determined by the Adviser to be of
comparable quality. Bonds rated BBB or Baa or below (and unrated
bonds of comparable quality) have speculative characteristics and
changes in economic circumstances are more likely to lead to a
weakened capacity of the issuer to make interest and principal
payments.
Other Mortgage Backed Securities and Fixed Income Investments.
The Funds may also invest in other types of mortgage-backed and
fixed income securities including Collateralized Mortgage
Obligations, Stripped Securities, and zero coupon bonds. These
types of securities, including their risks, are described in
detail in the Statements of Additional Information. New financial
instruments and securities continue to be developed. The Funds
may invest in any such instruments or variations to the extent
consistent with their investment objectives and policies and
applicable regulatory requirements.
OTHER INVESTMENT PRACTICES AND RISK CONSIDERATIONS
The Statement of Additional Information for each Fund contains
more detailed information about the following practices,
including limitations designed to reduce the related risks.
Adjusting Investment and Interest Rate Risk Exposure. A Fund
can use various techniques to increase or decrease its exposure
to changing security prices and indices, currency exchange rates,
interest rates or other factors that affect security value, or to
employ temporary substitutes for anticipated future transactions.
These techniques include buying or selling financial futures
contracts, purchasing call or put options, or selling covered
call options on such futures or entering into currency exchange
contracts or swap agreements. Any or all of these techniques may
be used at one time, except that only the Asian/Pacific Equity
Market, European Equity Market, and Financial Services Funds may
enter into currency exchange futures, forward or swap contracts.
Use of any particular transaction is a function of market
conditions. There is no overall limitation on the percentage of a
Fund's assets which may be subject to a hedge position.
Swap agreements are two-party contracts entered into primarily by
institutional investors for periods ranging from a few weeks to
more than one year. In a standard swap transaction, two parties
agree to exchange the returns (or differentials in rates of
return) earned or realized on particular predetermined
investments or instruments, which may be adjusted for an interest
factor. The gross returns to be exchanged or "swapped" between
the two parties are generally calculated with respect to a
"notional amount", i.e., the return on or increase in value of a
particular dollar amount invested at a particular interest rate,
in a particular foreign currency, or in a "basket" of securities
representing a particular index. Whether a Fund's use of swap
agreements will be successful in furthering its investment
objective will depend on the Adviser's ability to predict
correctly whether certain types of investments are likely to
produce greater returns than other investments. Because they are
two-party contracts and because they may have terms of greater
than seven days, swap agreements are currently considered
22<PAGE>
illiquid investments. Moreover, a Fund bears the risk of loss of
the amount expected to be received under a swap agreement in the
event of the default or bankruptcy of a swap agreement
counterparty. The Funds will enter into swap agreements only with
counterparties that meet certain standards for creditworthiness
(generally such counterparties would have to be eligible
counterparties under the terms of the Funds' repurchase agreement
guidelines). Certain restrictions imposed on the Funds by the
Internal Revenue Code may limit the Funds' ability to use swap
agreements. The swaps market is a relatively new market and is
largely unregulated. It is possible that developments in the
swaps market, including potential government regulation, could
adversely affect a Fund's ability to terminate existing swap
agreements or to realize amounts to be received under such
agreements.
Options and futures transactions involve costs and may result in
losses. The losses from investing in futures transactions are
potentially unlimited. In addition, the effective use of options
and futures strategies depends on a Fund's ability to terminate
options and futures positions at times when the Adviser deems it
desirable to do so. This ability to terminate positions when the
Adviser deems it desirable to do so may be hindered by the lack
of a liquid secondary market. Although a Fund will take an
options or futures contract position only if the Adviser believes
there is a liquid secondary market for the option or futures
contract, there is no assurance that a Fund will be able to
effect closing transactions at any particular time or at an
acceptable price.
The use of options and futures strategies also involves the
risk of imperfect correlation between movements in the values of
the securities underlying the futures and options purchased and
sold by a Fund, of the option and futures contract itself, and of
the securities which are the subject of a hedge. For example, a
Fund bears the risk that prices of hedged securities will not
move to the same degree as the hedging instrument, or that price
movements in the hedging instrument will not accurately reflect
price movements in the security underlying the hedging
instrument. It is also possible for a Fund to incur a loss on
both the hedged securities and the hedging instrument. In the
case of the Funds other than the Financial Services and High
Yield Bond Funds, this means that a Fund may not achieve, and may
at times exceed, its targeted option-adjusted duration or the
return of the market it tracks.
Option-adjusted duration is a measure of the price sensitivity
of a portfolio to changes in interest rates. The maturity of a
security, another commonly used measure of price sensitivity,
measures only the time until final payment is due, whereas option-
adjusted duration takes into account the pattern of all payments
of interest and principal on a security over time, including how
these payments are affected by prepayments and by changes in
interest rates. Each year of duration represents an approximate
1% change in price for a 1% change in interest rates. For
example, if a bond fund has an average option-adjusted duration
of three years, its price will fall approximately 3% when
interest rates rise by one percentage point. Conversely, the
bond fund's price will rise approximately 3% when interest rates
23<PAGE>
fall by one percentage point. In computing the duration of a
Fund's portfolio, the Adviser will estimate the duration of
obligations that are subject to prepayment or redemption by the
issuer, taking into account the influence of changes in interest
rates on prepayments and coupon flows.
At times, a Fund may sell interest rate futures in a different
dollar amount than the dollar amount of securities being hedged,
depending on the expected relationship between the volatility of
the prices of such securities and the volatility of the futures
contracts, based on duration calculations by the Adviser. If the
actual price movements of the securities and futures are
inconsistent with the Adviser's estimates of their durations, the
hedge may not be effective.
A Fund will not maintain open short positions in interest rate
futures contracts if, in the aggregate, the value of the open
positions (marked to market) exceeds the current market value of
its fixed income securities portfolio plus or minus the
unrealized gain or loss on these open positions, adjusted for the
expected volatility relationship between the portfolio and the
futures contracts based on duration calculations. If this
limitation should be exceeded at any time, a Fund will take
prompt action to close out the appropriate number of open
contracts to bring its open futures position into compliance with
this limitation.
The Short and Intermediate Funds will not purchase a put or call
option on U.S. Government Securities or mortgage-backed
securities if, as a result of such purchase, more than 10% of its
total assets would be invested in such options. The Short and
Intermediate Funds will engage in OTC option transactions only
with primary U.S. Government Securities dealers recognized by the
Federal Reserve Bank of New York. The Short and Intermediate
Funds will also not sell options which are not covered.
In accordance with regulations established by the Commodity
Futures Trading Commission, each Funds' aggregate initial margin
and premiums on all futures and options contract positions not
held for bona fide hedging purposes, will not exceed 5% of a
Fund's net assets, after taking into account unrealized profits
and losses on such contracts. In addition to margin deposits,
when the Fund purchases a futures contract, it is required to
maintain at all times liquid securities in a segregated account
with its Custodian, in an amount which, together with the initial
margin deposit on the futures contract, is equal to the current
delivery or cash settlement value of the futures contract. The
Funds' ability to engage in options and futures transactions and
to sell related securities might also be limited by tax
considerations and by certain regulatory requirements. See
"Taxes" in the relevant Statement of Additional Information.
Securities Lending, Repurchase Agreements and Forward
Commitments. The Funds may lend portfolio securities to broker-
dealers and may enter into repurchase agreements. These
transactions must be fully collateralized at all times but
involve some risk to the Funds if the other party should default
on its obligations and a Fund is delayed in or prevented from
recovering the collateral. None of the Funds will lend portfolio
24<PAGE>
securities if, as a result, the aggregate of such loans exceeds
33 1/3% of the total asset value (including such loans). The
Funds will only enter into repurchase agreements with or lend
securities to (i) member banks of the Federal Reserve System
having total assets in excess of $500 million and (ii) securities
dealers, provided such banks or dealers meet the creditworthiness
standards established by the Board of Trustees ("Qualified
Institutions"). The Adviser will monitor the continued
creditworthiness of Qualified Institutions, subject to the
oversight of the Board of Trustees.
The Funds may also purchase securities for future delivery, which
may increase overall investment exposure and involves a risk of
loss if the value of the securities declines prior to the
settlement date. At the time a Fund enters into a transaction on
a when-issued or forward commitment basis, a segregated account
consisting of liquid securities equal to at least 100% of the
value of the when-issued or forward commitment securities will be
established and maintained with the Funds' custodian. Subject to
this requirement, the Funds may purchase securities on such basis
without limit. Settlements in the ordinary course, which may be
substantially more than three business days for mortgage-backed
securities, are not treated as when-issued or forward commitment
transactions, and are not subject to the foregoing limitations,
although some of the risks described above may exist.
Reverse Repurchase Agreements, Dollar Roll Agreements and
Borrowing. The Funds may enter into reverse repurchase agreements
or dollar roll agreements with commercial banks and registered
broker-dealers in amounts up to 33 1/3% of their assets. The
Short and Intermediate Funds may only enter into these
transactions with commercial banks and registered broker-dealers
which are also Qualified Institutions. The Statement of
Additional Information for each Trust contains a more detailed
explanation of these practices. Reverse repurchase agreements and
dollar rolls are considered borrowings by a Fund and require
segregation of assets with a Fund's custodian in an amount equal
to the Fund's obligations pending completion of such
transactions. Each Fund may also borrow money from banks in an
amount up to 33 1/3% of a Fund's total assets to realize
investment opportunities, for extraordinary or emergency
purposes, or for the clearance of transactions. Borrowing from
banks usually involves certain transaction and ongoing costs and
may require a Fund to maintain minimum bank account balances. Use
of these borrowing techniques to purchase securities is a
speculative practice known as "leverage." Depending on whether
the performance of the investments purchased with borrowed funds
is sufficient to meet the costs of borrowing, a Fund's net asset
value per share will increase or decrease, as the case may be,
more rapidly than if the Fund did not employ leverage.
Short Sales. The Funds may make short sales of securities. A
short sale is a transaction in which the Fund sells a security it
does not own in anticipation that the market price of that
security will decline. All of the Funds, except the Financial
Services and High Yield Bond Funds, expect to engage in short
sales as a form of hedging in order to shorten the overall
duration of the portfolio and maintain portfolio flexibility. The
Financial Services and High Yield Bond Funds may make short sales
25<PAGE>
of securities to reduce the risk of the portfolio to the market
or to increase return. While a short sale may act as effective
hedge to reduce the market or interest rate risk of a portfolio,
it may also result in losses which can reduce the portfolio's
total return.
When a Fund makes a short sale, it must borrow the security sold
short and deliver it to the broker-dealer through which it made
the short sale as collateral for its obligation to deliver the
security upon completion of the transaction. A Fund may have to
pay a fee to borrow particular securities, and is often obligated
to relinquish any payments received on such borrowed securities.
Until a Fund replaces a borrowed security, it will maintain daily
a segregated account with its custodian into which it will
deposit liquid securities such that the amount deposited in the
account plus any amount deposited with the broker as collateral
will equal the current value of the security sold short.
Depending on arrangements made with the broker, a Fund may not
receive any payments (including interest) on collateral deposited
with the broker. If the price of the security sold short
increases between the time of the short sale and the time a Fund
replaces the borrowed security, the Fund will incur a loss;
conversely, if the price declines, the Fund will realize a gain.
Although a Fund's gain is limited to the amount at which it sold
the security short, its potential loss is limited only by the
maximum attainable price of the security less the price at which
the security was sold.
A Fund will not make a short sale if, after giving effect to such
sale, the market value of all securities sold exceeds 25% of the
value of the Fund's total net assets. A Fund may also effect
short sales where the Fund owns, or has the right to acquire at
no additional cost, the identical security (a technique known as
a short sale "against the box"). Such transactions might
accelerate the recognition of gain. See "Taxes" in the relevant
Statement of Additional Information.
Illiquid Securities. A Fund may invest up to 15% of its net
assets in illiquid securities. The term illiquid securities for
this purpose means securities that cannot be disposed of within
seven days in the ordinary course of business. The SEC staff
takes the position that this includes non-terminable repurchase
agreements having maturities of more than seven days.
The High Yield Bond, U.S. Equity Market Plus, Asian/Pacific
Equity Market, European Equity Market, and Financial Services
Funds may invest in restricted securities, which represent
securities that can be sold in privately negotiated transactions,
pursuant to an exemption from registration under the Securities
Act of 1933, or in registered public offering. Restricted
securities deemed to be liquid under procedures established by
the Board are not subject to the limitations on illiquid
securities.
The determination of whether certain IO/PO Strips issued by the
U.S. Government and backed by fixed-rate mortgages or any other
securities in which a Fund desires to invest are liquid shall be
made by the Adviser under guidelines established by the Trustees
26<PAGE>
in accordance with applicable pronouncements of the SEC. At
present, all other IO/PO Strips, other residual interests of CMOs
and OTC options are treated as illiquid securities. The SEC staff
also currently takes the position that the interest rate swaps,
caps and floors discussed in the Statements of Additional
Information, as well as equity swap contracts and reverse equity
swap contracts, are illiquid.
Portfolio Turnover. The Adviser buys and sells securities for
a Fund whenever it believes it is appropriate to do so. The
portfolio turnover rate for each Fund's previous fiscal periods
is shown in the table under the heading "Financial Highlights".
The Adviser expects that for the High Yield Bond, Asian/Pacific
Equity Market and European Equity Market Funds, the portfolio
turnover rate will not exceed 500% for the fiscal year.
The portfolio turnover rates reported in the "Financial
Highlights" for the Short, Intermediate, and U.S. Equity Market
Plus Funds for the fiscal year ended March 31, 1998 were
relatively high. In addition, the Adviser anticipates that the
portfolio turnover rate for the High Yield Bond, Asian/Pacific
Equity Market, and European Equity Market Funds will also be
relatively high. Because of their relatively frequent trading,
the funds will realize taxable capital gains frequently which
must be distributed yearly to shareholders. To the extent these
gains are short-term capital gains, such gains are generally
taxed at ordinary income tax rates. If a shareholder holds an
investment in a fund in something other than a tax-deferred
account (e.g. a retirement account), the payment of any taxes
will impact a shareholder's net return from holding an investment
in a Fund. Portfolio turnover also generally involves some
expense to a Fund, including brokerage commissions or dealer mark-
ups and other transaction costs on the sale of securities and
reinvestment in other securities. However, the mortgage
securities in which some of the Funds may invest are generally
traded on a "net" basis with dealers acting as principals for
their own account without a stated commission. The Funds will
pay commissions in connection with options and future
transactions and, for the High Yield Bond, U.S. Equity Market
Plus, Asian/Pacific Equity Market, European Equity Market and
Financial Services Funds, in relation to any purchase of common
stocks or other equity securities.
MANAGEMENT OF THE FUNDS
Its Board of Trustees manages the business affairs of the Funds.
Each of the Funds has entered into an investment advisory
agreement with Smith Breeden Associates, Inc., 100 Europa Drive,
Chapel Hill, North Carolina, 27514 (the "Investment Advisory
Agreements"). Pursuant to such investment advisory agreements,
the Adviser furnishes continuous investment advisory services to
each of the Funds.
Trustees and Officers
The following is a listing of the Trustees and officers of the
Series Fund and Trust, the legal entities that have issued shares
in the Funds. Unless otherwise indicated, all of the named
27<PAGE>
individuals serve in their capacities for both the Series Fund
and Trust.
Douglas T. Breeden* Trustee and Chairman
Portfolio Manager, Financial Services Fund
Portfolio Manager, High Yield Bond Fund
Dr. Breeden, the Chairman of the Board of Smith Breeden
Associates, co-founded the firm in 1982. In conjunction with
Michael J. Giarla and Robert B. Perry, he is responsible for the
day-to-day operations of the Financial Services Fund, and in
conjunction with David A. Tiberii, he is responsible for the day-
to-day operations of the High Yield Bond Fund. Dr. Breeden has
served on business school faculties at Duke University, Stanford
University and the University of Chicago, and as a visiting
professor at Yale University and at the Massachusetts Institute
of Technology. He is the Editor of The Journal of Fixed Income.
Dr. Breeden served as Associate Editor for five journals in
financial economics, and was elected to the Board of Directors of
the American Finance Association. He has published several well-
cited articles in finance and economics journals. He holds a
Ph.D. in Finance from the Stanford University Graduate School of
Business, and a B.S. in Management Science from the Massachusetts
Institute of Technology. He serves as Chairman of Harrington
Financial Group, the holding company for Harrington Bank, F.S.B.,
of Richmond, Indiana.
Michael J. Giarla* Trustee and President
Portfolio Manager, Financial Services
Fund
Mr. Giarla is Chief Operating Officer, President and Director of
Smith Breeden Associates. In conjunction with Douglas T. Breeden
and Robert B. Perry, he is responsible for the day-to-day
operations of the Financial Services Fund. He also serves as a
Director of Harrington Financial Group, the holding company for
Harrington Bank, F.S.B., of Richmond, Indiana. Formerly Smith
Breeden's Director of Research, he was involved in research and
programming, particularly in the development and implementation
of models to evaluate and hedge mortgage securities. He also
consults with institutional clients and conducts special
projects. Before joining Smith Breeden Associates, Mr. Giarla was
a Summer Associate in Goldman Sachs & Company's Equity Strategy
Group in New York. Mr. Giarla has published a number of articles
and book chapters regarding MBS investment, risk management and
hedging. He served as an Associate Editor of The Journal of Fixed
Income from 1991-1993. Mr. Giarla holds a Master of Business
Administration with Concentration in Finance from the Stanford
University Graduate School of Business, where he was an Arjay
Miller Scholar. He earned a Bachelor of Arts in Statistics, summa
cum laude, from Harvard University, where he was elected to Phi
Beta Kappa and was a Harvard Club of Boston Scholar. Mr. Giarla
is a Trustee of the Roxbury Latin School, West Roxbury,
Massachusetts.
Stephen M. Schaefer Trustee
28<PAGE>
Stephen M. Schaefer is the Tokai Bank Professor of Finance at the
London Business School. Previously on the Faculty of the Graduate
School of Business of Stanford University, he has also taught at
the Universities of California (Berkeley), Chicago, British
Columbia and Venice. His research interests focus on capital
markets and financial regulation. He served on the editorial
board of a number of professional journals including, currently,
The Journal of Fixed Income, The Review of Derivative Research,
and Ricerche Economiche. He consults for a number of leading
financial institutions, including the Adviser, and is a former
Independent Board Member of the Securities and Futures Authority
of Great Britain.
Myron S. Scholes Trustee
Myron S. Scholes is a Principal in the money management firm Long-
Term Capital Management Co. (since 1993). He is the Frank E. Buck
Professor of Finance Emeritus at the Graduate School of Business
at Stanford University (since 1983). He is a member of the
Econometric Society. Professor Scholes was also a Managing
Director and co-head of the fixed income derivatives group at
Salomon Brothers between 1991-1993. Prior to coming to Stanford
University in 1983, Professor Scholes was the Edward Eagle Brown
Professor of Finance at the Graduate School of Business,
University of Chicago (1974-1983). He served as the Director of
the University of Chicago's Center for Research in Security
Prices from 1974-1980. Prior to coming to the University of
Chicago, Professor Scholes was first an Assistant Professor then
an Associate Professor at the Sloan School of Management at
M.I.T. from 1968 to 1973. He received his Ph.D. in 1969 from the
Graduate School of Business, University of Chicago. He has
honorary Doctor of Law degrees from the University of Paris and
McMaster University. He is a past president of the American
Finance Association (1990).
Dr. Scholes has published numerous articles in academic journals
and in professional volumes. He is most noted as the co-
originator of the Black-Scholes Options Pricing Model as
described in the paper, "The Pricing of Options and Corporate
Liabilities," published in the Journal of Political Economy (with
Fischer Black, May 1973), for which he was awarded the Nobel
Prize in Economic Sciences in 1997. His other papers include such
topics as risk-return relationships, the effects of dividend
policy on stock prices, and the effects of taxes and tax policy
on corporate decision making. His book with Mark Wolfson
(Stanford University) Taxes and Business Strategy: A Planning
Approach was published by Prentice Hall in 1991.
William F. Sharpe Trustee
William F. Sharpe is the STANCO 25 Professor of Finance at
Stanford University's Graduate School of Business. He is best
known as one of the developers of the Capital Asset Pricing
Model, including the beta and alpha concepts used in risk
analysis and performance measurement. He developed the widely
used binomial method for the valuation of options and other
contingent claims. He also developed the computer algorithm used
in many asset allocation procedures, a procedure for estimating
the style of an investment manager from its historic returns, and
29<PAGE>
the Sharpe ratio for measuring investment performance. Dr. Sharpe
has published articles in a number of professional journals. He
has also written six books, including Portfolio Theory and
Capital Markets, (McGraw-Hill, 1970), Asset Allocation Tools,
(Scientific Press, 1987), Fundamentals of Investments (with
Gordon J. Alexander and Jeffery Bailey, Prentice-Hall, 1993) and
Investments (with Gordon J. Alexander and Jeffrey Bailey,
Prentice-Hall, 1990). Dr. Sharpe is a past President of the
American Finance Association. He also served as consultant to a
number of corporations and investment organizations. He is
Trustee of the Barr Rosenberg mutual funds, a director of
Stanford Management Company and the Chairman of the Board of
Financial Engines, a company providing electronic portfolio
advice. He received the Nobel Prize in Economic Sciences in 1990.
Daniel C. Dektar Vice President, Smith Breeden Series Fund
Portfolio Manager, Short and Intermediate Funds
Daniel C. Dektar is a Principal, Executive Vice President,
Director of Portfolio Management, and Director of Smith Breeden
Associates. Mr. Dektar has been primarily responsible for the day-
to-day management of the Short and Intermediate Funds since their
commencement of operations in 1992. In December 1997, Timothy D.
Rowe joined Mr. Dektar as Co-portfolio Manager of the
Intermediate Fund, and shares responsibility for the day-to-day
management of that Fund. As head of Smith Breeden Associates'
portfolio management group, Mr. Dektar is constantly in touch
with developments on Wall Street. He serves as a liaison among
the portfolio management, client service, and research groups to
ensure accurate analysis and timely execution of portfolio
management opportunities. Mr. Dektar consults with institutional
clients in the areas of investments and risk management. He made
several presentations on mortgage investments and risk management
at seminars for institutional investors. Mr. Dektar was an
Associate in the Mergers and Acquisitions Group of Montgomery
Securities in San Francisco, California and a Financial Analyst
in the Investment Banking Division of Morgan Stanley & Co.,
Incorporated, New York before joining Smith Breeden Associates.
He holds a Master of Business Administration with Concentration
in Finance from Stanford University Graduate School of Business,
where he was an Arjay Miller Scholar. Mr. Dektar received a
Bachelor of Science in Business Administration, summa cum laude,
from the University of California at Berkeley, where he was
University of California Regent's Scholar, was elected to Phi
Beta Kappa and Phi Eta Sigma, and won the White Award as the top
student in finance.
Timothy D. Rowe Vice President, Smith Breeden Series Fund
Portfolio Manager, Intermediate Fund
Timothy D. Rowe is a Principal, Director, and Vice President of
Smith Breeden Associates. Mr. Rowe, in conjunction with Daniel C.
Dektar, is responsible for the day-to-day management of the
Intermediate Fund. Mr. Rowe is a senior portfolio manager working
primarily with discretionary separate account clients. He
implements investment strategies designed to generate portfolio
30<PAGE>
returns superior to the broad investment grade and mortgage
market indices. Mr. Rowe joined Smith Breeden in 1988. His prior
experience includes three years as Assistant Economist at the
Federal Reserve Bank of Richmond, Virginia. While at the Bank, he
co-edited the sixth edition of Instruments of the Money Market,
and produced research papers for publication in the Bank's
Economic Review magazine. He holds a Master of Business
Administration with specialization in Finance from the University
of Chicago Graduate School of Business, and a Bachelor of Arts in
Economics and History from Duke University. He graduated from
Duke magna cum laude, earned Class Honors and was a National
Merit Scholar.
John B. Sprow Vice President, Smith Breeden Trust
Portfolio Manager, U.S. Equity Market Plus Fund
John B. Sprow is a Principal, Director and Executive Vice
President of Smith Breeden Associates. Mr. Sprow has been
primarily responsible for the day-to-day management of the U.S.
Equity Market Plus Fund from the commencement of its operations
in 1992. Mr. Sprow is a senior portfolio manager who works
primarily with discretionary pension accounts. In addition to
traditional mortgage accounts, he also manages S&P 500 indexed
accounts. Prior to directly managing discretionary accounts, Mr.
Sprow assisted in the development of the Adviser's models for
pricing and hedging mortgage-related securities, risky commercial
debt, and forecasting mortgage prepayment behavior. Mr. Sprow
came to Smith Breeden Associates from the Fuqua School of
Business, Duke University, where he was Research Assistant.
Previously, Mr. Sprow was a Research Assistant to the Department
Head of the Materials Science Department, Cornell University. He
received a Master of Business Administration with Emphasis in
Finance from the Fuqua School of Business, Duke University. Mr.
Sprow holds a Bachelor of Science in Materials Science and
Engineering from Cornell University, where he was awarded the
Carpenter Technology Scholarship three successive years.
Robert B. Perry Vice President, Smith Breeden Trust
Portfolio Manager, Financial Services
Fund
Robert B. Perry is a Principal at Smith Breeden Associates,
providing hedging and investment advice to Smith Breeden's
financial services clients. He is also responsible for
calculating marked-to-market values and projected income of
institutions, and assesses the effects of interest rate and
economic changes. In conjunction with Douglas T. Breeden and
Michael J. Giarla, Mr. Perry is responsible for the day-to-day
operations of the Financial Services Fund. Prior to joining Smith
Breeden, Mr. Perry served as an interest rate risk analyst for
Centura Bank, and secretary to the Asset/Liability Management
Committee. He has also served as a Director for Community First
Financial Group, a multi-bank holding company located in
Indianapolis, Indiana. Mr. Perry earned his Bachelor of Arts in
Business Administration from North Carolina State University.
David A. Tiberii Vice President, Smith Breeden Trust
31<PAGE>
Portfolio Manager, High Yield Bond Fund
David A. Tiberii is an Associate at Smith Breeden Associates.
In conjunction with Douglas T. Breeden, Mr. Tiberii is
responsible for the day-to-day operations of the High Yield Bond
Fund. Before joining Smith Breeden Associates, he was an
engineering consultant specializing in operational and
maintenance issues at nuclear power plants and a submarine
officer in the US Navy. He received his Masters of Business
Administration with a concentration in Finance from the Fuqua
School of Business, Duke University, where he was a Fuqua
Scholar. Mr. Tiberii holds a Bachelor of Arts degree in Physics
from Holy Cross College and a Chief Nuclear Engineer
certification from the US Navy.
William F. Quinn Vice President, Smith Breeden Trust
Portfolio Manager, Asian/Pacific Equity Market and
European Equity Market Funds
William F. Quinn is an Executive Vice President and a Director
of Smith Breeden Associates. He is a Senior Portfolio Manager, a
member of Smith Breeden's Portfolio Management Group (PMG), and
the portfolio manager for several discretionary accounts. Mr.
Quinn is also involved in the formulation and implementation of
investment and risk management policies and procedures as well as
clients' strategic plans and business plans. He has completed a
number of special projects for both institutional clients and
government regulators regarding complex mortgage securities. Mr.
Quinn is primarily responsible for the day-to-day operations of
the Asian/Pacific Equity Market and European Equity Market Funds.
Mr. Quinn joined Smith Breeden after completing his Masters of
Science in Management with Concentrations in Finance, MIS and
System Dynamics from the Sloan School of Management,
Massachusetts Institute of Technology. He earned a Bachelor of
Science in Management Science from the Massachusetts Institute of
Technology.
Marianthe S. Mewkill Vice President, Secretary, Treasurer,
and Chief Accounting Officer
Marianthe S. Mewkill is a Principal, Vice President and Chief
Financial Officer of Smith Breeden Associates. Ms. Mewkill
handles financial reporting, budgeting, tax research and planning
for the Smith Breeden Mutual Funds and for Smith Breeden
Associates, Inc. She ensures compliance with agency regulations
and administers the Adviser's internal trading and other
policies. She was previously employed as a Controller for the
Hunt Alternatives Fund, as an Associate at Goldman Sachs & Co.,
and as a Senior Auditor at Arthur Andersen & Co. She earned a
Master of Business Administration with Concentrations in Finance
and Accounting from New York University and graduated from
Wellesley College, magna cum laude with a Bachelor of Arts degree
in History and French and a Minor in Economics.
St. John M. Kelliher Assistant Treasurer
32<PAGE>
St. John M. Kelliher assists in financial administration and
portfolio analysis for Smith Breeden Associates and Smith Breeden
Mutual Funds. He holds a Bachelor of Arts degree from Trinity
College, Dublin, Ireland, and a Master of Arts degree in
Philosophy from the University of Illinois at Chicago. He passed
the Uniform C.P.A. examination in 1993, and currently is a
candidate for the Chartered Financial Analyst (C.F.A.)
designation.
Investment Adviser
Smith Breeden Associates, Inc., a registered investment
adviser, acts as investment adviser to the Funds. Approximately
62% of the Adviser's voting stock on a fully diluted basis is
owned by Douglas T. Breeden, its Chairman. Under its Investment
Advisory Agreement with each Fund, the Adviser, subject to the
general supervision of the Board of Trustees, manages the Funds'
portfolios and provides for the administration of all of the
Funds' other affairs. For these services, the Adviser receives a
fee, computed daily and payable monthly, at the annual rate of
0.70% of each of the Short, Intermediate, High Yield Bond, U.S.
Equity Market Plus, Asian/Pacific Equity Market, and European
Equity Market Funds' average daily net assets. The Adviser
receives a fee at the rate of 1.50% for its management of the
Financial Services Fund. Until August 1, 1999, the Adviser has
voluntarily agreed to reduce its compensation, and to the extent
necessary absorb other expenses of the Funds, such that the total
expenses (exclusive of ordinary brokerage commissions and other
investment related expenses, investment transaction taxes and
extraordinary expenses) do not exceed 0.78% of the average net
assets of the Short Fund, 0.88% of the average net assets for
each of the Intermediate Fund and U.S. Equity Market Plus Fund,
0.98% of the net assets for each of the High Yield Bond Fund,
Asian/Pacific Equity Market Fund, and European Equity Market
Fund, and 1.48% of the average net assets for the Financial
Services Fund.
The Adviser places all orders for purchases and sales of the
Funds' securities. Subject to seeking the most favorable price
and execution available, the Adviser may consider sales of shares
of the Funds as a factor in the selection of broker-dealers.
Distribution
FPS Broker Services, Inc. (the "Principal Underwriter") acts as
distributor for the Funds. Effective on or about January 1,
1999, First Data Broker Services, Inc. (also, the "Principal
Underwriter") is expected to become the distributor for the
Funds. Shares may also be sold by authorized dealers who have
entered into dealer agreements with the Principal Underwriter or
the Adviser.
Expenses
Subject to any expense waivers or reimbursements, the Funds pay
all of their own expenses, including, without limitation, the
cost of preparing and printing their registration statements
required under the Securities Act of 1933 and the 1940 Act and
any amendments thereto, the expense of registering their shares
33<PAGE>
with the Securities and Exchange Commission and the various
states, the printing and distribution costs of prospectuses
mailed to existing investors, reports to investors, reports to
government authorities and proxy statements, fees paid to
directors who are not interested persons of the Adviser, interest
charges, taxes, legal expenses, association membership dues,
auditing services, insurance premiums, brokerage commissions and
expenses in connection with portfolio transactions, fees and
expenses of the custodian of their assets, printing and mailing
expenses and charges and expenses of dividend disbursing agents,
accounting services agents, registrars and stock transfer agents.
PRICING OF FUND SHARES
The price you pay when buying a Fund's shares, and the price
you receive when selling (redeeming) a Fund's shares, is the net
asset value of the shares next determined after receipt of a
purchase or redemption request in proper form. No front-end sales
charge or commission of any kind is added by the Fund upon a
purchase, and no charge is deducted upon redemption. These
charges may apply if you purchase or sell shares through certain
broker-dealers. The Funds currently charge a $9 fee for each
redemption made by wire, and a fee of $8 may be charged when an
account is closed. See "How to Redeem Shares."
The per share net asset value of a Fund is determined by dividing
the total value of its assets, less its liabilities, by the total
number of its shares outstanding at that time. The net asset
value is determined as of the close of regular trading (usually
at 4:00 p.m. Eastern time) each day that the Adviser and Transfer
Agent are open for business and on which there is a sufficient
degree of trading in a Fund's securities such that the net asset
value of a Fund's shares might be affected. Accordingly, Purchase
Applications accepted or redemption requests received in proper
form by the Transfer Agent, or other agent designated by the
Funds, prior to the close of regular trading each day that the
Adviser and Transfer Agent are open for business, will be
confirmed at that day's net asset value. Purchase Applications
accepted or redemption requests received in proper form after the
close of regular trading by the Transfer Agent, or other agent
designated by the Funds, will be confirmed at the net asset value
of the following business day.
Foreign securities, futures and options are valued at the last
quoted sales price, according to the broadest and most
representative market, available at the time a Fund is valued.
If events which materially affect the value of an investment
occur after the close of the securities and futures markets on
which such securities are primarily traded, those investments may
be valued by such methods as the Board of Trustees deems in good
faith to reflect fair value.
Current holiday schedules indicate that the Funds' net asset
values will not be calculated on New Year's Day, Martin Luther
King Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, the day following
Thanksgiving, Christmas Eve and Christmas Day. The Short,
Intermediate, and High Yield Bond Funds will also not be priced
34<PAGE>
on Columbus Day and Veterans' Day.
Under procedures approved by the Board of Trustees, a Fund's
securities for which market quotations are readily available are
valued at current market value provided by a pricing service,
bank or broker-dealer experienced in such matters. Short-term
investments that will mature in 60 days or less are generally
valued at amortized cost, which approximates market value. All
other securities and assets are valued at fair market value as
determined by following procedures approved by the Board of
Trustees.
HOW TO PURCHASE SHARES
All of the Funds are no-load, so you may purchase, redeem or
exchange shares directly at net asset value without paying a
sales charge. Because the Funds' net asset value changes daily,
your purchase price will be the next net asset value determined
after the Funds' Transfer Agent, or other agent designated by the
Funds, receives and accepts your purchase order. See "Pricing of
Fund Shares."
Initial Minimum Additional
Type of Account Investment Minimum
Investment
Regular $ 1,000 $ 50
Automatic Investment Plan None $ 50
Individual Retirement Account $ 250 $ 50
Gift to Minors $ 250 $ 50
The Funds reserve the right to deduct an annual maintenance
fee of $16 from accounts with a value of less than $2,000. It is
expected that accounts will be valued on the second Friday in
September of each year. The fee, which is payable to the
transfer agent, is designed to offset in part the relatively
higher costs of servicing smaller accounts.
Each Fund reserves the right to reject any orders for the
purchase of its shares or to limit or suspend, without prior
notice, the offering of its shares. The required minimum
investments may be waived in the case of qualified retirement
plans.
How to Open Your Account by Mail. Please complete the Purchase
Application. You can obtain additional copies of the Purchase
Application and a copy of the IRA Purchase Application from the
Funds by calling 1-800-221-3138.
Your completed Purchase Application should be mailed directly to:
Smith Breeden Mutual Funds
3200 Horizon Drive
P.O. Box 61503
King of Prussia, PA 19406-0903
All applications must be accompanied by payment in the form of a
check or money order made payable to "Smith Breeden Mutual
Funds." All purchases must be made in U.S. dollars, and checks
35<PAGE>
must be drawn on U.S. banks. No cash, credit cards or third party
checks will be accepted. When a purchase is made by check and a
redemption is made shortly thereafter, the Funds will delay the
mailing of a redemption check until the purchase check has
cleared your bank, which may take up to 15 calendar days from the
purchase date. If you contemplate needing access to your
investment shortly after purchase, you should purchase the shares
by wire as discussed below.
How to Open Your Account by Wire. You may make purchases by
direct wire transfers. To ensure proper credit to your account,
please call the Funds at 1-800-221-3137 for instructions prior to
wiring funds. Funds should be wired through the Federal Reserve
System as follows:
United Missouri Bank
A.B.A. Number 10-10-00695
For the account of First Data Investor Services Group, Inc.
Account Number 98-7037-071-9
For credit to (identify which Fund to purchase)
For further credit to: (investor account number)
(name or account registration)
(Social Security or Tax Identification Number)
Following such wire transfer, you must promptly complete a
Purchase Application and mail it to the Funds at the following
address: Smith Breeden Mutual Funds, 3200 Horizon Drive, P.O. Box
61503, King of Prussia, PA 19406-0903. Shares will be redeemed
with Federal tax withheld if the Funds do not receive a properly
completed and executed Purchase Application.
Telephone Transactions. The privilege to initiate redemption or
exchange transactions by telephone is made automatically
available to shareholders when opening an account, unless they
indicate otherwise by checking the appropriate boxes on the
Purchase Application. Each Fund will employ reasonable procedures
to ensure that instructions communicated by telephone are
genuine. If reasonable procedures are not implemented, the Funds
may be liable for any loss due to unauthorized or fraudulent
transactions. In all other cases, you are liable for any loss due
to unauthorized transactions. The Funds reserve the right to
refuse a telephone transaction if they believe it is advisable to
do so.
If you have any questions, please call the Funds at 1-800-221-
3138.
How to Add to Your Account. You may make additional investments
by mail or by wire in an amount equal to or greater than $50.
When adding to an account by mail, you should send the Funds your
check, together with the additional investment form from a recent
statement. If this form is unavailable, you should send a signed
note giving the full name of the account and the account number.
For additional investments made by wire transfer, you should use
the wiring instructions listed above. Be sure to include your
account number.
Automatic Investment Plan. You may make purchases of shares of
each Fund automatically on a regular basis ($50 minimum per
36<PAGE>
transaction). You have two options under the Plan to make
investments. One is by automatic payroll deduction. Under this
method, you authorize your employer to direct a portion of each
paycheck to be invested in the Fund of your choice. Your employer
must be using direct deposit to process its payroll in order for
you to elect this method. Under the other method, your bank
debits a pre-authorized amount from your checking or savings
account each month and applies the amount to your investment in
Fund shares. In order to have your bank account debited
automatically for investment into the Funds, your financial
institution must be a member of the Automated Clearing House. No
service fee is currently charged by the Funds for participation
in either method under the Plan. A $20 fee will be imposed by the
Funds if sufficient funds are not available in your bank account,
or if your bank account has been closed at the time of the
automatic transaction. You may adopt either method under the Plan
at the time an account is opened by completing the appropriate
section of the Purchase Application. Enclosed with the
application are the necessary forms to deliver to your employer
to set up the payroll deduction. You may obtain an application to
establish the Automatic Investment Plan after an account is
opened by calling the Funds at 1-800-221-3138. In the event you
discontinue participation in the Plan, the Funds reserve the
right to redeem your Fund account involuntarily, upon sixty days'
written notice, if the account's net asset value is $1,000 or
less.
Purchasing Shares Through Other Institutions. The Funds have
authorized dealers besides the Principal Underwriter to accept on
its behalf purchase and redemption orders. If you purchase shares
through a program of services offered or administered by one of
these broker-dealers, financial institutions, or other service
provider, you should read the program materials, including
information relating to fees, in addition to this Prospectus.
Certain services of a Fund may not be available or may be
modified in connection with the program of services provided, and
service providers may establish higher minimum investment
amounts. The Funds may only accept requests to purchase
additional shares into a broker-dealer street name account from
the broker- dealer.
Certain broker-dealers, financial institutions, or other service
providers that have entered into an agreement with the Adviser or
Principal Underwriter may enter purchase and redemption orders on
behalf of their customers by phone, with payment to follow within
several days as specified in the agreement. These broker-dealers
and service providers may designate other intermediaries to
accept purchase and redemption orders on the Funds' behalf. The
Funds will be deemed to have effected such purchase or redemption
orders at the net asset value next determined after acceptance of
the telephone purchase order by the authorized broker or the
authorized broker's designee. It is the responsibility of the
broker-dealer, financial institution, or other service provider
to place the order with the Funds on a timely basis. If payment
is not received within the time specified in the agreement, the
broker-dealer, financial institution, or other service provider
could be held liable for any resulting fees or losses.
Miscellaneous. The Funds will charge a $20 service fee against
37<PAGE>
your account for any check or electronic funds transfer that is
returned unpaid. You will also be responsible for any losses
suffered by the Funds as a result. In order to relieve you of
responsibility for the safekeeping and delivery of stock
certificates, the Funds do not currently issue certificates.
HOW TO EXCHANGE SHARES
Shares of any Fund may be exchanged for shares of another Fund at
any time. This exchange offer is available only in states where
shares of such other Fund may be legally sold. You may open a new
account, or purchase additional shares in an existing account, by
making an exchange from an identically registered Smith Breeden
Fund account. A new account will have the same registration as
the existing account from which the exchange was made, and is
subject to the same initial investment minimums.
Exchanges may be made either in writing or by telephone. Written
instructions should be mailed to 3200 Horizon Drive, P.O. Box
61503, King of Prussia, PA 19406 and must be signed by all
account owners, and accompanied by any properly endorsed
outstanding share certificates, if applicable. The telephone
exchange is automatically accepted unless checked otherwise. The
telephone exchange privilege is available only for uncertificated
shares. During periods of drastic economic or market changes, it
is possible that exchanges by telephone may be difficult to
implement. In this event, shareholders should follow the written
exchange procedures. The telephone exchange privilege may be
modified or discontinued by the Funds at any time upon a 60-day
notice to the shareholders. To exchange by telephone, you must
follow the instructions below under "How to Redeem by Telephone."
The Funds will accept exchange orders by telephone or other means
of electronic transmission from broker- dealers, financial
institutions or other service providers who execute an agreement
with the Adviser or Principal Underwriter. It is the
responsibility of the broker-dealer, financial institution or
other service provider to place the exchange order on a timely
basis.
Exchanges are made on the basis of the Funds' relative net asset
values. Because the exchange is considered a redemption and
purchase of shares, the shareholder may recognize a gain or loss
for federal income tax purposes. Backup withholding and
information reporting may also apply. Additional information
regarding the possible tax consequences of such an exchange is
included under the caption "Taxes" in the Funds' Statements of
Additional Information.
There are differences among the Funds. When exchanging shares,
shareholders should be aware that the Funds might have different
dividend payment dates. The dividend payment schedules should be
checked before exchanging shares. The amount of any accumulated,
but unpaid, dividend is included in the net asset value per
share.
If you buy shares by check, you may not exchange those shares for
up to 15 calendar days to ensure your check has cleared. If you
38<PAGE>
intend to exchange shares soon after their purchase, you should
purchase the shares by wire or contact the Funds at 1-800-221-
3137 for further information.
The Funds reserve the right to temporarily or permanently
terminate, with or without advance notice, the exchange privilege
of any investor who makes excessive use of the exchange privilege
(e.g., more than four exchanges per calendar year).
Additional documentation may be required for exchange requests if
shares are registered in the name of a corporation, partnership
or fiduciary. Please contact the Funds for additional information
concerning the exchange privilege.
HOW TO REDEEM SHARES
You may redeem shares of the Funds at any time. The price at
which the shares will be redeemed is the net asset value per
share next determined after proper redemption instructions are
received by the Transfer Agent or other agent designated by the
Funds. See "Pricing of Fund Shares." There are no charges for the
redemption of shares, except that a fee of $9 is charged for each
wire redemption, and a fee of $8 may be charged when an account
is closed. Depending upon the redemption price you receive, you
may realize a capital gain or loss for federal income tax
purposes.
How to Redeem by Mail to Receive Proceeds by Check. To redeem
shares by mail, simply send an unconditional written request to
the Funds specifying the number of shares or dollar amount to be
redeemed, the name of the Fund, the name(s) on the account
registration and the account number. A request for redemption
must be signed exactly as the shares are registered. If the
amount requested is greater than $25,000, or the proceeds are to
be sent to a person other than the recordholder or to a location
other than the address of record, each signature must be
guaranteed by a commercial bank or trust company in the United
States, a member firm of the National Association of Securities
Dealers, Inc. or other eligible guarantor institution. A notary
public is not an acceptable guarantor. Guarantees must be signed
by an authorized signatory of the bank, trust company, or member
firm, and "Signature Guaranteed" must appear with the signature.
Additional documentation may be required for the redemption of
shares held in corporate, partnership or fiduciary accounts. In
case of any questions, please contact the Funds in advance.
A Fund will mail payment for redemption within seven days after
receiving proper instructions for redemption. However, the Funds
will delay payment for 15 calendar days on redemptions of recent
purchases made by check. This allows the Funds to verify that the
check used to purchase Fund shares will not be returned due to
insufficient funds and is intended to protect the remaining
investors from loss.
How to Redeem by Telephone. The redemption of shares by telephone
is available automatically unless you elected to refuse this
redemption privilege on your Purchase Application. Shares may be
redeemed by calling the Funds at 1-800-221-3137. Proceeds
39<PAGE>
redeemed by telephone will be mailed to your address, or wired or
credited to your pre-authorized bank account. To establish wire
redemption privileges, you must select the appropriate box on the
Purchase Application and enclose a voided check.
In order to arrange for telephone redemptions after your account
has been opened, or to change the bank account or address
designated to receive redemption proceeds, you must send a
written request to your Fund. The request must be signed by each
registered holder of the account with the signatures guaranteed
by a commercial bank or trust company in the United States, a
member firm of the National Association of Securities Dealers,
Inc. or other eligible guarantor institution. A notary public is
not an acceptable guarantor. Further documentation as provided
above may be requested from corporations, executors,
administrators, trustees and guardians.
Payment of the redemption proceeds for Fund shares redeemed by
telephone where you request wire payment will normally be made in
federal funds on the next business day. The Funds reserve the
right to delay payment for a period of up to seven days after
receipt of the redemption request. There is currently a $9 fee
for each wire redemption, which will be deducted from your
account.
The Funds reserve the right to charge an $8 fee when an
account is closed.
The Funds reserve the right to refuse a telephone redemption or
exchange transaction if they believe it is advisable to do so.
Procedures for redeeming or exchanging shares of the Funds by
telephone may be modified or terminated by the Funds at any time.
In an effort to prevent unauthorized or fraudulent redemption or
exchange requests by telephone, the Funds have implemented
procedures designed to reasonably assure that telephone
instructions are genuine. These procedures include: requesting
verification of certain personal information; recording telephone
transactions; confirming transactions in writing; and restricting
transmittal of redemption proceeds only to pre-authorized
designations. Other procedures may be implemented from time to
time. If reasonable procedures are not implemented, the Funds may
be liable for any loss due to unauthorized or fraudulent
transactions. In all other cases, you are liable for any loss for
unauthorized transactions.
You should be aware that during periods of substantial economic
or market change, telephone or wire redemptions may be difficult
to implement. If you are unable to contact the Funds by
telephone, you may also redeem shares by delivering or mailing
the redemption request to: Smith Breeden Mutual Funds, 3200
Horizon Drive, P.O. Box 61503, King of Prussia, PA 19406-0903.
The Funds reserve the right to suspend or postpone redemptions
during any period when trading on the New York Stock Exchange
("Exchange") is restricted as determined by the Securities and
Exchange Commission ("SEC"), or the Exchange is closed for other
than customary weekend and holiday closing; the SEC has by order
permitted such suspension; or an emergency, as determined by the
SEC, exists, making disposal of portfolio securities or valuation
40<PAGE>
of net assets of a Fund not reasonably practicable.
Due to the relatively high cost of maintaining small accounts, if
your account balance falls below $1000 as a result of a
redemption or exchange, or if you discontinue the Automatic
Investment Plan before your account balance reaches $1000, you
may be given a 60-day notice to bring your balance to $1000 or
reactivate an Automatic Investment Plan. If this requirement is
not met, your account may be closed and the proceeds sent to you.
Check Writing. In addition to telephone and written redemption
requests, the Short Fund offers redemption through check writing.
Shareholders electing this option will receive checks that may be
used like personal or business checks. Checks are not ordered to
be mailed to the shareholder until 15 days after the account is
opened, if the account is opened by check by the shareholder.
This allows the Fund to verify that the check used to open the
account will not be returned due to insufficient funds. There is
no limit on the number of checks you may write. Checks must be
written for at least $100. There is a $30 fee for returned
checks. Because dividends declared on shares held in a
shareholder's account, prior redemptions, and possible changes in
net asset value may cause the value of the account to change,
shareholders should not write a check for the entire value of the
account or close the account by writing a check.
In using the check writing privilege, shareholders bear the
responsibility of ensuring that the check amount does not exceed
the value of their account on the day the check is presented to
the Transfer Agent for payment. The day the check is presented
for payment is the day the redemption of Fund shares takes place.
If insufficient shares are in the account, the check will be
returned and no shares will be redeemed. The clearing agent for
the check writing facility is United Missouri Bank. Shareholders
utilizing check writing are subject to United Missouri Bank's
rules governing checking accounts. However, this check writing
facility is purely a means to redeem Fund shares. No facilities
characteristic of bank accounts, such as deposit insurance, are
provided along with the check writing option. Cancelled checks
will not be returned to the shareholder. If you need to request a
copy of a cancelled check, please contact Shareholder Services
for procedures and applicable fees.
If you would like to initiate check writing, please call
Shareholder Services at 1-800-221-3137 or check the appropriate
box on the Purchase Application.
Systematic Withdrawal Plan. A shareholder may establish a
Systematic Withdrawal Plan to receive regular periodic payments
from the account. An initial balance of $10,000 is required to
establish a Systematic Withdrawal Plan. There are no service
charges for establishing or maintaining a Systematic Withdrawal
Plan. The minimum amount which the shareholder may withdraw
periodically is $100. Capital gain distributions and income
dividends to the shareholder's account are received in additional
shares at net asset value. Payments are then made from the
liquidation of shares at net asset value to meet the specified
withdrawals. Liquidation of shares may reduce or possibly exhaust
the shares in the shareholder's account, to the extent
41<PAGE>
withdrawals exceed shares earned through dividends and
distributions, particularly in the event of a market decline. No
payment pursuant to a Systematic Withdrawal Plan will be made if
there are insufficient shares on deposit on the date of the
scheduled distribution. A subsequent deposit of shares will not
result in a payment under the plan retroactive to the
distribution date. As with other redemptions, a liquidation to
make a withdrawal payment is a sale for federal income tax
purposes. The entire Systematic Withdrawal Plan payment cannot be
considered as actual yield or income since part of the Plan's
payment may be a return of capital.
A Systematic Withdrawal Plan may be terminated upon written
notice by the shareholder, or by a Fund on a 30 day written
notice, and it will terminate automatically if all shares are
liquidated or withdrawn from the account or upon the Fund's
receipt of notification of the death or incapacity of the
shareholder. Shareholders may change the amount (but not below
the specified minimums) and schedule of withdrawal payments, or
suspend such payments, by giving written notice to the Transfer
Agent at least five business days prior to the next scheduled
payment.
DIVIDENDS AND DISTRIBUTIONS
The Short, Intermediate and High Yield Bond Funds intend to
pay monthly distributions to their shareholders of net investment
income. The U.S. Equity Market Plus, Asian/Pacific Equity Market,
and European Equity Market Funds each intend to make quarterly
distributions of net investment income. All Funds will distribute
net realized gains at least annually. The Financial Services Fund
will most likely make only this annual distribution of net
realized gains, and at this time, will also distribute any net
investment income. Each Fund may make additional distributions if
necessary to avoid imposition of a 4% excise tax or other tax on
undistributed income and gains.
The monthly distributions for the Short Fund's shares are quoted
ex-dividend on the business day after record date (the "ex-
date"). Record date is usually the first or second business day
of the month. If a shareholder elects to reinvest dividends, the
date the dividends are reinvested is also the ex-date. Dividends
are paid in cash by the Short Fund generally one week after the
ex-date.
The Intermediate and High Yield Bond Funds will declare daily
dividends for shareholders of record. The Intermediate and High
Yield Bond Funds' dividend payable date, and the day that
dividends are reinvested for shareholders who have made this
election, is the last business day of the month. Shares begin
accruing dividends on the business day after federal funds (funds
credited to a member bank's account at the Federal Reserve Bank)
are available from the purchase payment for such shares, and
continue to accrue dividends through and including the day the
redemption order for the shares is executed. If an investor
closes his account, any accrued dividends through and including
the day of redemption will be paid as part of the redemption
proceeds.
42<PAGE>
Dividends and capital gains distributions may be declared more or
less frequently at the direction of the Trustees. In order to be
entitled to a dividend or a distribution, an investor must
acquire a Fund's shares on or before the record date. Caution
should be exercised, however, before purchasing shares
immediately prior to a distribution record date. Since the value
of a Fund's shares is based directly on the amount of its net
assets, rather than on the principle of supply and demand, any
distribution of income or capital gain will result in a decrease
in the value of its shares equal to the amount of the
distribution. While a dividend or capital gain distribution
received shortly after purchasing shares represents, in effect, a
return of the shareholder's investment, it may be taxable as
dividend income or capital gain. You may separately elect to
reinvest income dividends and capital gains distributions in
shares of a Fund or receive cash as designated on the Purchase
Application. You may change your election at any time by sending
written notification to your Fund. The election is effective for
distributions with a dividend record date on or after the date
that the Funds receive notice of the election. If you do not
specify an election, all income dividends and capital gains
distributions will automatically be reinvested in full and
fractional shares of the Fund from which they were paid.
Shareholders may also elect to have dividends automatically
reinvested in a fund different than the one from which the
dividends were paid. A shareholder may write the transfer agent,
or complete the appropriate section of the Purchase Application,
to designate such an election, but must have already established
an account in the other fund. The transfer agent's address is on
the back of the Prospectus. Reinvested dividends and
distributions receive the same tax treatment as those paid in
cash.
SHAREHOLDER REPORTS AND INFORMATION
The Funds will provide the following statements and reports:
Confirmation and Account Statements. Quarterly statements will
be sent to each shareholder. Additional statements will only be
sent if there is a direct purchase or sale or if there is a cash
dividend payment. Direct purchases and sales do not include
automatic investment plan purchases or systematic withdrawal plan
redemptions.
Form 1099. By January 31 of each year, all shareholders will
receive Form 1099, which will report the amount and tax status of
distributions paid to you by the Funds for the preceding calendar
year.
Financial Reports. Financial reports are provided to shareholders
semiannually. Annual reports will include audited financial
statements. To reduce the Funds' expenses, one copy of each
report will be mailed to each Taxpayer Identification Number even
though the investor may have more than one account in a Fund.
Reports to Depository Institutions. Shareholders of the Short or
Intermediate Funds who are financial institutions may request
receipt of monthly or quarterly reports which provide information
43<PAGE>
about the Short or Intermediate Fund's investments considering
regulatory risk-based asset categories.
If you need additional copies of previous statements, you may
order statements for the current and preceding year at no charge.
Call 1-800-221-3137 to order past statements. If you need
information on your account with the Funds or if you wish to
submit any applications, redemption requests, inquiries or
notifications, please contact: Smith Breeden Mutual Funds, 3200
Horizon Drive, P.O. Box 61503, King of Prussia, PA 19406-0903 or
call 1-800-221-3137.
RETIREMENT PLANS
The Funds have a program under which you may establish an
Individual Retirement Account ("IRA") with the Funds and purchase
shares through such account. Shareholders wishing to establish an
IRA should consult their tax adviser regarding (1) their
individual qualifying status and (2) the tax regulations
governing these accounts. The minimum initial investment in each
Fund for an IRA is $250. There is a $12 annual maintenance fee
charged to process an account. This fee is waived for accounts
greater than $10,000. You may obtain additional information
regarding establishing such an account by calling the Funds at 1-
800-221-3138.
The Funds may be used as investment vehicles for established
defined contribution plans, including simplified employee,
401(k), 403(b), profit-sharing, money purchase, and simple
pension plans ("Retirement Plans"). For details concerning
Retirement Plans, please call 1-800-221-3138.
SERVICE AND DISTRIBUTION PLANS
Each Fund has adopted a Distribution and Services Plan (the
"Plans"). The purpose of the Plans is to permit the Adviser to
compensate investment dealers and other persons involved in
servicing shareholder accounts for services provided and expenses
incurred in promoting the sale of shares of the Funds, reducing
redemptions, or otherwise maintaining or improving services
provided to shareholders by such dealers or other persons. The
Plans provide for payments by the Adviser out of its advisory fee
to dealers and other persons at an annual rate of up to 0.25% of
a Fund's average net assets, subject to the authority of the
Trustees to reduce the amount of payments permitted under the
Plan or to suspend the Plan for such periods as they may
determine. Subject to these limitations, the Adviser shall
determine the amount of such payments and the purposes for which
they are made.
Any distribution and service related payments made by the Adviser
to investment dealers or other persons are subject to the
continuation of the Plans, the terms of any related service
agreements, and any applicable limits imposed by the National
Association of Securities Dealers, Inc.
44<PAGE>
TAXES
Each Fund intends to qualify as a regulated investment company
under the Internal Revenue Code. In each taxable year that a Fund
so qualifies, such Fund (but not its shareholders) will be
relieved of federal income tax on the part of its net investment
income and net capital gain that is distributed to shareholders.
Each Fund will distribute at least annually substantially all of
the sum of its taxable net investment income, its net tax-exempt
income and the excess, if any, of net short-term capital gains
over the net long-term capital losses for such year.
All Fund distributions from net investment income (whether
paid in cash or reinvested in additional shares) will be taxable
to its shareholders as ordinary income, except that any
distributions of a Fund's net long-term capital gain will be
taxable to its shareholders as long-term capital gain (generally
taxed at a 20% rate in the hands of non-corporate shareholders),
regardless of how long they have held their Fund shares. Some
1998 distributions of gains realized in 1997 may be subject to
tax in the hands of non-corporate shareholders at a 28% tax rate.
Each fund provides federal tax information to its shareholders
annually about distributions paid during the preceding year.
The use of certain synthetic instruments (including certain
futures contracts, foreign currency contracts and options) by the
U.S. Equity Market Plus, Asian/Pacific Equity Market, and
European Equity Market Funds as a means of achieving equity
exposure in each Fund's respective market will require such Funds
to mark such instruments to the market annually, a practice which
will accelerate the Funds' recognition of gain or loss. With
respect to such instruments, 60% of any gain or loss recognized
will be treated as long-term capital gain or loss and 40% will be
treated as short-term capital gain or loss.
It is not anticipated that any of the Funds' distributions will
qualify for either the corporate dividends-received deduction or
tax-exempt interest income. Distributions will also probably be
subject to state and local taxes, depending on each shareholder's
tax situation. While many states grant tax-free status to mutual
fund distributions paid from interest income earned from direct
obligations of the U.S. Government, none of the Short or
Intermediate Fund's distributions are expected to qualify for
such tax-free treatment, and only an insignificant amount of the
U.S. Equity Market Plus Fund's distributions are expected to so
qualify.
The Funds will be required to withhold federal income tax at a
rate of 31% ("backup withholding") from distribution payments and
redemption and exchange proceeds if you fail to properly complete
the Purchase Application, or in certain other situations.
The foregoing is only a summary of some of the important
federal tax considerations generally affecting each Fund and its
shareholders. See "Taxes" in the relevant Statement of Additional
Information for further discussion. There may be other foreign,
federal, state or local tax considerations applicable to you as
an investor. You therefore are urged to consult your tax adviser
regarding any tax-related issues.
45<PAGE>
CAPITAL STRUCTURE
The Smith Breeden Trust and the Smith Breeden Series Fund are
both Massachusetts business trusts. The Trust was organized under
an Agreement and Declaration of Trust, dated December 18, 1991.
The Series Fund was organized under an Agreement and Declaration
of Trust dated October 3, 1991. Copies of both Agreements, which
are governed by Massachusetts law, are on file with the Secretary
of State of The Commonwealth of Massachusetts. The Trust and the
Series Fund have the same Trustees.
The Trustees have the authority to issue shares in an unlimited
number of funds of either the Series Fund or Trust. Each such
fund's shares may be further divided into classes. The assets and
liabilities of each such fund will be separate and distinct. All
shares when issued are fully paid, non-assessable and redeemable,
and have equal voting, dividend and liquidation rights.
Shareholders of the separate funds of each of the Series Fund or
Trust, as the case may be, will vote together in electing the
relevant trustees and in certain other matters. Shareholders
should be aware that the outcome of the election of trustees and
of certain other matters for their trust could be controlled by
the shareholders of another fund. The shares have non-cumulative
voting rights, which means that holders of more than 50% of the
shares voting for the election of the trustees can elect 100% of
the trustees if they choose to do so.
Neither the Series Fund nor the Trust is required to hold annual
meetings of its shareholders. However, shareholders of the Series
Fund have the right to call a meeting to take certain actions as
provided in the Declaration of Trust. Upon written request by the
holders of at least 1% of the outstanding shares stating that
such shareholders wish to communicate with the other shareholders
for the purpose of obtaining the signatures necessary to demand a
meeting to consider such actions, the Series Fund has undertaken
to provide a list of shareholders or to disseminate appropriate
materials (at the expense of the requesting shareholders).
Under Massachusetts law, shareholders of a business trust may,
under certain circumstances, be held personally liable as
partners for its obligations. However, the risk of a shareholder
incurring financial loss on account of shareholder liability is
limited to circumstances in which both (i) any liability was
greater than a Fund's insurance coverage and (ii) a Fund itself
was unable to meet its obligations.
TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN AND INDEPENDENT
ACCOUNTANTS
First Data Investor Services Group, Inc. (the "Transfer Agent"),
3200 Horizon Drive, P.O. Box 61503, King of Prussia, PA 19406, a
wholly owned subsidiary of First Data Corporation, which has its
principal place of business at 4400 Computer Drive, Westboro, MA,
01581, acts as each Fund's Transfer and Dividend Disbursing
Agent. See "Management of the Funds." The Bank of New York acts
as the custodian of each Fund's assets. The Bank of New York's
46<PAGE>
address is 48 Wall Street, New York, New York 10286. Neither the
Transfer and Dividend Disbursing Agent nor the Custodian has any
part in deciding the Funds' investment policies or which
securities are to be purchased or sold for the Funds' portfolios.
Deloitte & Touche LLP has been selected to serve as independent
auditors of the Company.
FUND PERFORMANCE
Each Fund may quote the Fund's average annual total and/or
aggregate total return for various time periods in advertisements
or communications to shareholders. An average annual total return
refers to the rate of return which, if applied to an initial
investment at the beginning of a stated period and compounded
over that period, would result in the redeemable value of the
investment at the end of the period assuming reinvestment of all
dividends and distributions and reflecting the effect of all
recurring fees. An investor's principal in each Fund and the
Fund's return are not guaranteed and will fluctuate according to
market conditions. When considering "average" total return
figures for periods longer than one year, you should note that a
Fund's annual total return for any one year in the period might
have been greater or less than the average for the entire period.
Each Fund also may use "aggregate" total return figures for
various periods, representing the cumulative change in value of
an investment in the Fund for a specific period (again reflecting
changes in the Fund's share price and assuming reinvestment of
dividends and distributions).
The Short, Intermediate, and High Yield Bond Funds may also
advertise current yield and distribution rate information.
Current yield reflects the income per share earned by a Fund's
portfolio investments, and is calculated by dividing a Fund's net
investment income per share during a recent 30-day period by a
Fund's net asset value on the last day of that period and
annualizing the result. The current yield (or "SEC Yield"), which
is calculated according to a formula prescribed by the SEC (see
the relevant Statement of Additional Information), is not
indicative of the dividends or distributions which were or will
be paid to a Fund's shareholders. SEC regulations require that
net investment income be calculated on a "yield-to-maturity"
basis, which has the effect of amortizing any premiums or
discounts in the current market value of fixed income securities.
Dividends or distributions paid to shareholders are reflected in
the current distribution rate which may be quoted to
shareholders, and may not reflect amortization in the same
manner.
A Fund may also compare its performance to that of other mutual
funds and to stock and other relevant indices, or to rankings
prepared by independent services or industry publications. For
example, a Fund's total return may be compared to data prepared
by Lipper Analytical Services, Inc., Morningstar, Inc., Value
Line Mutual Fund Survey and CDA Investment Technologies, Inc.
Total return data as reported in such national financial
publications as The Wall Street Journal, The New York Times,
Investor's Business Daily, USA Today, Barron's, Money and Forbes,
as well as in publications of a local or regional nature, may be
47<PAGE>
used in comparing Fund performance.
The Short Fund's total return
may also be compared to that of taxable money funds as quoted in
Donaghue's Money Fund Report and other suppliers, and to total
returns for the six month U.S. Treasury as published by Merrill
Lynch or others. The Intermediate Fund's return may be compared
to the total return of the Salomon Brothers Mortgage Index, or
the total return of intermediate U.S. Treasury Notes as published
by various brokerage firms and others. The High Yield Bond Fund's
return may be compared to the Merrill Lynch High Yield Master
Index or some other high yield bond index as published by a
brokerage firm or others. The High Yield Bond Fund's performance
may also be compared to the competitive funds average as
published by Lipper Analytical Services, Inc.
The U.S. Equity Market Plus Fund's total return may also be
compared to the return of the Standard & Poor's 500 Composite
Stock Price Index. For purposes of showing the returns of large
company stocks versus small company stocks, or to compare returns
versus inflation, the U.S. Equity Market Plus Fund's total return
may also be compared to the total return of the Nasdaq Composite
OTC Index, Nasdaq Industrials Index, Russell 2000 Index, or the
Consumer Price Index. The Asian/Pacific Equity Market Fund's
total return may be compared to the return of the Morgan Stanley
Capital International (MSCI) - Pacific (Free) Index, which
consists of common stocks of companies located in Australia, Hong
Kong, Japan, Malaysia, New Zealand, and Singapore. The European
Equity Market Fund's total return may be compared to the return
of the Morgan Stanley Capital International (MSCI) - Europe
Index, which is comprised of common stocks of companies located
in 15 European countries (Austria, Belgium, Denmark, Finland,,
France, Germany, Ireland, Italy, the Netherlands, Norway,
Portugal, Spain, Sweden, Switzerland, and the United Kingdom).
The Financial Services Fund's return may be compared to the S&P
500 Index return, an investment of 80% in the S&P Financial
Composite Index and 20% in money market funds, the Keefe,
Bruyette & Woods Index, or the average of the mutual funds in the
Morningstar Specialty Financial Category. Further information on
performance measurement may be found in the relevant Statement of
Additional Information.
Performance quotations of a Fund represent the Fund's past
performance and should not be considered representative of future
results. The investment return and principal value of an
investment in a Fund will fluctuate so that an investor's shares,
when redeemed, may be worth more or less than their original
cost. The methods used to compute a Fund's total return and yield
are described in more detail in the relevant Statement of
Additional Information.
48<PAGE>
APPENDIX
Corporate Bond Ratings
Moody's Investors Service, Inc.'s Corporate Bond Ratings.
Moody's rating for obligations with an original remaining
maturity in excess of one year fall into nine categories. They
range from Aaa (highest quality) to C (lowest quality). Moody
applies numerical modifiers of 1, 2, or 3 to each generic rating
classification from Aa through B. The modifier 1 indicates that
the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.
Aaa - Bonds which 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 - Bonds which 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 which make the long-term risks appear somewhat
larger than in Aaa securities.
A - Bonds which 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 which suggest a susceptibility
to impairment sometime in the future.
Baa - Bonds which are rated Baa are considered as medium
grade obligations, i.e., they are neither highly
protected nor poorly secured. Interest payments and
principal security appear adequate for the present, but
certain protective elements may be lacking or may be
characteristically unreliable over any great length of
time. Such bonds lack outstanding investment
characteristics and in fact, have speculative
characteristics as well.
Ba - Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well
assured. Often the protection of interest and principal
payments may be very moderate and thereby not well
safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in
this class.
49<PAGE>
B - Bonds which are rated B generally lack characteristics
of the desirable investment. Assurance of interest and
principal payments or of maintenance of other terms of
the contract over any long period of time may be small.
Caa - Bonds which are rated Caa are of poor standing. Such
issues may be in default, or there may be present
elements of danger with respect to principal or
interest.
Ca - Bonds which are rated Ca represent obligations which
are speculative in a high degree. Such issues are
often in default or have other marked shortcomings.
C - Bonds that are rated C are the lowest-rated class of
bonds, and issues so rated can be regarded as having
extremely poor prospects of ever attaining any real
investment standing.
Standard & Poor's Corporation's Corporate Bond Ratings. Debt
issues may be designated by Standard & Poor's as either
investment grade ("AAA" through "BBB") or speculative grade ("BB
through "D"). While speculative grade will likely have some
quality and protective characteristics, these are outweighed by
large uncertainties or major exposures to adverse conditions.
Ratings from AA to CCC may be modified by the addition of a plus
sign (+) or a minus sign (-) to show relative standing within the
major rating categories.
AAA - Debt rated AAA has the highest rating assigned by
Standard & Poor's to a debt obligation. 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 AAA
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.
BBB - Debt rated BBB is regarded as having an adequate
capacity to pay interest and repay principal. Whereas
it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay
principal interest and repay principal for debt in this
capacity than in higher-rated categories.
BB - Debt rated BB has less near-term vulnerability to
default than other speculative issues. However, it
faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions
which could lead to inadequate capacity to meet timely
interest and principal payments. The BB rating
category is also used for debt subordinated to senior
debt that is assigned and actual or implied BBB-
50<PAGE>
rating.
B - Debt rated B has a greater vulnerability to default but
currently has the capacity to meet interest payments
and principal repayments. Adverse business, financial,
or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B
rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied BB or
BB- rating.
CCC - Debt rated CCC has a currently identifiable
vulnerability to default, and is dependent upon
favorable business, financial, and economic conditions
to meet timely payment of interest and repayment of
principal. In the even of adverse business, financial,
or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC
rating is also used for debt subordinated to senior
debt that is assigned an actual or implied B or B-
rating.
CC - Debt rated CC is typically applied to debt subordinated
to senior debt that is assigned an actual or implied
CCC debt rating.
C - The rating C is typically applied to debt subordinated
to senior debt that is assigned an actual or implied
CCC- rating. The C rating may be used to cover a
situation where a bankruptcy petition has been filed
but debt service payments are continued.
CI - The rating CI is reserved for income bonds on which no
interest is being paid.
D - Debt rated D is in payment default. The D rating
category is used when interest payments or principal
payments are not made on the date due even if the
applicable grace period has not expired, unless
Standard & Poor's believes that such payments will be
made during such grace period. The D rating will also
be used upon the filing of a bankruptcy petition if
debt service payments are jeopardized.
_______________________________
*Interested Person
51<PAGE>
Part B: Information Required in
Statement of Additional Information
N-1A
Item No. Item Location in the
Registration
Statement
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information
and History See Part A Item 4.
13. Investment Objective Miscellaneous
and Policies Investment Practices and
Risk Considerations
14. Management of the Trustees and
Registrant Officers
15. Control Persons and Principal Holders of
Principal Holders of Securities and
Securities Controlling Persons
16. Investment Advisory Investment Advisory
and Other Services and Other Services
17. Brokerage Allocation Investment Advisory
and Other Services
18. Capital Stock and Additional Information
Other Securities Regarding Purchases and
Redemptions of Fund
Shares
19. Purchase, Redemption Additional Information
and Pricing of Regarding Purchases and
Securities Being Redemptions of Fund
Offered Shares
20. Tax Status Taxes
21. Underwriters Additional Information
Regarding Purchases and
Redemptions of Fund
Shares
22. Calculation of
Performance Data Standard Performance
Measures
23. Financial Statements Experts; Financial
Statements
SMITH BREEDEN SERIES FUND
SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT FUND
SMITH BREEDEN INTERMEDIATE DURATION U.S. GOVERNMENT FUND
STATEMENT OF ADDITIONAL INFORMATION
OCTOBER 15, 1998
100 Europa Drive, Suite 200
Chapel Hill, North Carolina 27514-2310
(919) 967-7221
This Statement of Additional Information contains information
pertaining to the Smith Breeden Series Fund (the "Series Fund"),
a no load open-end management investment company offering
redeemable shares of beneficial interest in two separate series,
the Smith Breeden Short Duration U.S. Government Fund (the "Short
Fund") and the Smith Breeden Intermediate Duration U.S.
Government Fund (the "Intermediate Fund"). This Statement of
Additional Information contains information which may be useful
to investors and which is not included in the Prospectus of the
Smith Breeden Mutual Funds. This Statement of Additional
Information is not a prospectus and is only authorized for
distribution when accompanied or preceded by the Prospectus of
the Smith Breeden Mutual Funds dated October 15, 1998, as may be
amended from time to time. This Statement should be read with the
Prospectus.
Contents Page
DEFINITIONS....... 2
MISCELLANEOUS INVESTMENT PRACTICES AND RISK CONSIDERATIONS 2
INVESTMENT RESTRICTIONS. 8
TRUSTEES AND OFFICERS 10
INVESTMENT ADVISORY AND OTHER SERVICES 10
PRINCIPAL HOLDERS OF SECURITIES AND CONTROLLING PERSONS .11
POLICIES REGARDING BROKERS USED IN PORTFOLIO TRANSACTIONS 12
ADDITIONAL INFORMATION REGARDING PURCHASES
AND REDEMPTIONS OF FUND SHARES. 13
TAXES 15
STANDARD PERFORMANCE MEASURES 17
ADDITIONAL INFORMATION FOR INSTITUTIONAL INVESTORS 20
EXPERTS 20
FINANCIAL STATEMENTS 20
APPENDIX 21
1<PAGE>
SMITH BREEDEN SERIES FUND
SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT FUND
SMITH BREEDEN INTERMEDIATE DURATION U.S. GOVERNMENT FUND
(the "Funds")
Statement of Additional Information
DEFINITIONS
The "Series Fund" or the "Funds": Smith Breeden Series Fund
The "Adviser": Smith Breeden Associates,
Inc., the Funds' investment adviser.
The "Custodian": The Bank of New
York, the Funds' custodian.
"First Data Investor Services": First Data Investor
Services, Inc., the Funds' investor servicing agent
The "Principal Underwriter": Until December 31, 1998: FPS
Broker Services, Inc.
Effective on or about January 1, 1999,
First Data Broker Services, Inc. is
expected to become distributor for the
Funds.
MISCELLANEOUS INVESTMENT PRACTICES AND RISK CONSIDERATIONS
Investment Policies
The following supplements the information contained in the
Prospectus about the investment policies of the Short and
Intermediate Funds (the "Funds"). Terms used herein have the
same meanings as in the Prospectus. The Funds' Prospectus states
that the Funds may engage in each of the following investment
practices. However, the fact that the Funds may engage in a
particular practice does not necessarily mean that they will
actually do so.
Repurchase Agreements. A Fund may invest in repurchase
agreements. A repurchase agreement is a contract under which a
Fund acquires a security for a relatively short period (usually
not more than one week) subject to the obligation of the seller
to repurchase and the Fund to resell such security at a fixed
time and price (representing the Fund's cost plus interest). It
is the Funds' present intention to enter into repurchase
agreements only with commercial banks and registered broker-
dealers, and only with respect to obligations of the U.S.
Government or its agencies or instrumentalities. Repurchase
agreements may also be viewed as loans made by the Funds which
are collateralized by the securities subject to repurchase. The
Adviser will monitor such transactions to determine that the
value of the underlying securities is at least equal at all times
to the total amount of the repurchase obligation, including the
interest factor. If the seller defaults, a Fund could realize a
loss on the sale of the underlying security to the extent that
the proceeds of the sale including accrued interest are less than
the resale price provided in the agreement including interest.
In addition, if the seller should be involved in bankruptcy or
2<PAGE>
insolvency proceedings, a Fund may incur delay and costs in
selling the underlying security or may suffer a loss of principal
and interest if the Fund is treated as an unsecured creditor and
required to return the underlying collateral to the seller's
estate.
Forward Commitments. A Fund may enter into contracts to purchase
securities for a fixed price at a future date beyond customary
settlement time ("forward commitments," "when issued" and
"delayed delivery" securities) if a Fund holds until the
settlement date, in a segregated account, cash or high-grade debt
obligations in an amount sufficient to meet the purchase price,
or if a Fund enters into offsetting contracts for the forward
sale of other securities it owns. Forward commitments may be
considered securities in themselves, and involve a risk of loss
if the value of the security to be purchased declines prior to
the settlement date. Where such purchases are made through
dealers, a Fund relies on the dealer to consummate the sale. The
dealer's failure to do so may result in the loss to the Fund of
an advantageous return or price. Although a Fund will generally
enter into a forward commitment with the intention of acquiring
securities for its portfolio or for delivery pursuant to options
contracts it has entered into, the Fund may dispose of a
commitment prior to settlement if the Adviser deems it
appropriate to do so. A Fund may realize short-term profits or
losses upon the sale of forward commitments.
Securities Loans. A Fund may make secured loans of its
securities amounting to not more than 33 1/3% of its total
assets, thereby realizing additional income. The risks in
lending portfolio securities, as with other extensions of credit,
consist of possible delay in recovery of the securities or
possible loss of rights in the collateral should the borrower
fail financially. As a matter of policy, securities loans are
made to broker-dealers pursuant to agreement requiring that loans
be continuously secured by collateral in cash or short-term debt
obligations at least equal at all times to the value of the
securities on loan. The borrower pays to the Fund an amount equal
to any dividends or interest received on securities lent.
The Fund retains all or a portion of the interest received on
investment of the cash collateral, or receives a fee from the
borrower. Although voting rights, or rights to consent, with
respect to the loaned securities pass to the borrower, the Fund
retains the right to call the loans at any time on reasonable
notice, and it will do so in order that the securities may be
voted by the Fund if the holders of such securities are asked to
vote upon or consent to matters materially affecting the
investment. The Fund may also call such loans in order to sell
the securities involved.
Borrowing. A Fund may borrow from banks and enter into reverse
repurchase agreements or dollar rolls up to 33 1/3% of the value
of a Fund's total assets (computed at the time the loan is made)
in order to take advantage of investment opportunities, for
extraordinary or emergency purposes, or for the clearance of
transactions. A Fund may pledge up to 33 1/3% of its total assets
to secure these borrowings. If a Fund's asset coverage for
borrowings falls below 300%, the Fund will take prompt action to
3<PAGE>
reduce its borrowings even though it may be disadvantageous at
that time from an investment point of view. A Fund will incur
borrowing costs when it leverages, including payment of interest
and any fee necessary to maintain a line of credit, and may be
required to maintain a minimum average balance. If the income and
appreciation on assets acquired with borrowed funds exceed their
borrowing cost, the Fund's investment performance will increase,
whereas if the income and appreciation on assets acquired with
borrowed funds are less than their borrowing costs, investment
performance will decrease. In addition, if a Fund borrows to
invest in securities, any investment gains made on the securities
in excess of the costs of the borrowing, and any gain or loss on
hedging, will cause the net asset value of the shares to rise
faster than would otherwise be the case. On the other hand, if
the investment performance of the additional securities purchased
fails to cover their cost (including any interest paid on the
money borrowed) to the Fund, the net asset value of the Fund's
shares will decrease faster than would otherwise be the case.
This speculative characteristic is known as "leverage."
Reverse Repurchase Agreements and Dollar Roll Agreements. A Fund
may enter into reverse repurchase agreements and dollar roll
agreements with commercial banks and registered broker-dealers to
seek to enhance returns. Reverse repurchase agreements involve
sales by a Fund of portfolio assets concurrently with an
agreement by the Fund to repurchase the same assets at a later
date at a fixed price. During the reverse repurchase agreement
period, a Fund continues to receive principal and interest
payments on these securities and also has the opportunity to earn
a return on the collateral furnished by the counterparty to
secure its obligation to redeliver the securities. Dollar rolls
are transactions in which a Fund sells securities for delivery in
the current month and simultaneously contracts to repurchase
substantially similar (same type and coupon) securities on a
specified future date. During the roll period, the Fund forgoes
principal and interest paid on the securities. The Fund is
compensated by the difference between the current sales price and
the forward price for the future purchase (often referred to as
the "drop") as well as by the interest earned on the cash
proceeds of the initial sale. The Fund will establish a
segregated account with its custodian in which it will maintain
cash, U.S. Government securities or other liquid high grade debt
obligations equal in value to its obligations in respect of
reverse repurchase agreements and dollar rolls. Reverse
repurchase agreements and dollar rolls involve the risk that the
market value of the securities retained by the Fund may decline
below the price of the securities the Fund has sold but is
obligated to repurchase under the agreement. In the event the
buyer of securities under a reverse repurchase agreement or
dollar roll files for bankruptcy or becomes insolvent, the Fund's
use of the proceeds of the agreement may be restricted pending a
determination by the other party, or its trustee or receiver,
whether or not to enforce the Fund's obligation to repurchase the
securities. Reverse repurchase agreements and dollar rolls are
considered borrowings by a Fund.
Collateralized Mortgage Obligations ("CMOs"). A CMO is a
security backed by a portfolio of mortgages or mortgage-backed
securities held under an indenture. The issuer's obligation to
4<PAGE>
make interest and principal payments is secured by the underlying
portfolio of mortgages or mortgage-backed securities. CMOs are
issued with a number of classes or series, which have different
maturities representing interests in some or all of the interest
or principal on the underlying collateral or a combination
thereof. Payments of interest or principal on some classes or
series of CMOs may be subject to contingencies, or some classes
or series may bear some or all of the risk of default on the
underlying mortgages. CMOs of different classes are generally
retired in sequence as the underlying mortgage loans in the
mortgage pools are repaid. In the event of sufficient early
prepayments on such mortgages, the class or series of CMO first
to mature generally will be retired prior to its stated maturity.
Thus, the early retirement of a particular class or series of a
CMO held by the Funds would have the same effect as the
prepayment of mortgages underlying a mortgage-backed pass-through
security. Another type of CMO is a real estate mortgage
investment conduit ("REMIC") which qualifies for special tax
treatment under the Internal Revenue Code and invests in certain
mortgages principally secured by interests in real property and
other permitted investments.
CMOs also include securities representing the interest in any
excess cash flow and/or the value of any collateral remaining
after the issuer has applied cash flow from the underlying
mortgages or mortgage-backed securities to the payment of
principal of and interest on all other CMOs and the
administrative expenses of the issuer ("Residuals"). Residuals
have value only to the extent that income from such underlying
mortgages or mortgage-backed securities exceeds the amounts
necessary to satisfy the issuer's debt obligations represented by
all other outstanding classes or series of the CMOs. In
addition, if a CMO bears interest at an adjustable-rate, the cash
flows on the related Residual will also be extremely sensitive to
the level of the index upon which the rate adjustments are based.
As a non-fundamental policy (meaning it can be changed without
the vote of the shareholders), the Short and Intermediate Fund
will not invest in Residuals.
In reliance on an interpretation by the Securities and Exchange
Commission ("SEC"), the Fund's investments in certain qualifying
CMOs and REMICs are not subject to the 1940 Act's limitations on
acquiring interests in other investment companies. CMOs and
REMICs issued by an agency or instrumentality of the U.S.
Government are considered U.S. Government securities for the
purposes of this Prospectus.
Stripped Securities ("STRIPS"). STRIPS are usually structured
with two classes that receive different proportions of the
interest and principal distributions from a pool of underlying
assets. A common type of STRIP will have one class receiving all
of the interest from the underlying assets ("interest-only" or
"IO" class), while the other class will receive all of the
principal ("principal-only" or "PO" class). However, in some
instances, one class will receive some of the interest and most
of the principal while the other class will receive most of the
interest and the remainder of the principal. STRIPS are
unusually volatile in response to changes in interest rates. The
yield to maturity on an IO class of STRIPS is extremely sensitive
5<PAGE>
not only to changes in prevailing interest rates but also to the
rate of principal payments (including prepayments) on the
underlying assets. A rapid rate of principal prepayments may
have a measurably adverse effect on the Fund's yield to maturity
to the extent it invests in IOs. Conversely, POs tend to
increase in value if prepayments are greater than anticipated and
decline if prepayments are slower than anticipated. Thus, if the
underlying assets experience greater than anticipated prepayments
of principal, the Fund may fail to fully recover its initial
investment in these securities, even if the STRIPS were rated of
the highest credit quality by S&P or Moody's, respectively. The
Adviser will seek to manage these risks (and potential benefits)
by investing in a variety of such securities and by using certain
hedging techniques, as described in "Other Investment Practices
and Risk Considerations" in the Prospectus. In addition, the
secondary market for STRIPS may be less liquid than that for
other mortgage-backed or asset-backed securities, potentially
limiting the Fund's ability to buy or sell those securities at
any particular time.
The Adviser expects that interest-only STRIPS will be purchased
for their hedging characteristics. Because of their structure,
interest-only STRIPS will most likely move differently than
typical fixed income securities in relation to changes in
interest rates. For example, with increases in interest rates,
these securities will typically increase rather than decrease in
value. As a result, since they move differently to changes in
interest rates than the typical investments held by a Fund,
interest-only STRIPS can be used as hedging instruments to reduce
the variance of a Fund's net asset value from its targeted
option-adjusted duration. There can be no assurance that the use
of interest-only STRIPS will be effective as a hedging technique,
in which event, a Fund's overall performance may be less than if
the Fund had not purchased the STRIPS. STRIPS will not
constitute more than 5% of a Fund's net assets.
The determination of whether certain IO and PO STRIPS issued by
the U.S. Government and backed by fixed-rate mortgages are liquid
shall be made by the Trustees in accordance with applicable
pronouncements of the SEC. At present all other IO and PO STRIPS
are treated as illiquid securities for the purposes of the 15%
limitation on illiquid securities as a percentage of a Fund's net
assets.
In addition to STRIPS issued by the U.S. Government, its agencies
or instrumentalities, the Short and Intermediate Funds may
purchase STRIPS issued by private originators of, or investors
in, mortgage loans, including depository institutions, mortgage
banks, investment banks and special purpose subsidiaries of these
entities. However, the Short and Intermediate Funds will purchase
only STRIPS that are collateralized by mortgage-backed securities
that are issued or guaranteed by the U.S. Government or its
agencies or instrumentalities.
The Short and Intermediate Funds may invest only in stripped
mortgage-backed securities ("SMBS") which are STRIPS represented
by derivative multi-class mortgage securities. Under no
circumstances will the Short or Intermediate Funds purchase SMBS
if such purchase would cause SMBS to exceed 5% of the assets of a
6<PAGE>
Fund.
Zero Coupon Securities. The Funds may invest in "zero coupon"
securities, which are issued at a significant discount from face
value and pay interest only at maturity rather than at intervals
during the life of the security. Zero coupon securities tend to
be more volatile than other securities with similar stated
maturities, but which make regular payments of either principal
or interest.
A Fund is required to accrue and distribute income from zero
coupon securities on a current basis, even though it does not
receive the income currently. Thus, a Fund may have to sell
other investments to obtain cash needed to make income
distributions, which may reduce a Fund's assets and may thereby
increase its expense ratio and decrease its rate of return.
General Characteristics and Risks of Options, Futures, Swaps, and
Caps and Floors
Options. A put option gives the purchaser of the option the
right to sell and the writer the obligation, if the purchaser
exercises his right, to buy the underlying security at the
exercise price during the option period. A call option gives the
purchaser of the option the right to buy and the writer the
obligation, if the purchaser exercises his right, to sell the
underlying security at the exercise price during the option
period. Listed options are issued by the Options Clearing
Corporation ("OCC") which guarantees the performance of the
obligations of the parties to such options.
The purchaser of an option risks losing his entire investment in
a short period of time. If an option is not sold while it has
remaining value, or if during the life of an option the
underlying interest does not appreciate, in the case of a call
option, or depreciate, in the case of a put option, the purchaser
of such option may lose his entire investment. On the other
hand, given the same market conditions, if the potential
purchaser of a call option purchases the underlying interest
directly without purchasing a call option or if the potential
purchaser of a put option decides not to purchase the put option,
such a potential purchaser might have less of a loss. An option
purchaser does not have the choice of "waiting out" an unexpected
decrease or increase in the underlying instrument's price beyond
the expiration date of the option. The more that an option is
out-of-the-money and the shorter its remaining term to
expiration, the greater the risk that a purchaser of the option
will lose all or part of his investment. Further, except where
the value of the remaining life of an option may be realized in
the secondary market, for an option purchase to be profitable the
market price of the underlying interest must exceed or, as
applicable, be below the exercise price by more than the premium
and transaction costs paid in connection with the purchase of the
option and its sale or exercise.
A Fund's ability to close out its position as a purchaser of an
exchange-listed option is dependent upon the existence of a
liquid secondary market on option exchanges. Among the possible
reasons for the absence of a liquid secondary market on an
7<PAGE>
exchange are (i) insufficient trading interest in certain
options; (ii) restrictions on transactions imposed by an
exchange; (iii) trading halts, suspensions or other restrictions
imposed with respect to particular classes or series of options
or underlying securities; (iv) interruption of the normal
operations on an exchange; (v) inadequacy of the facilities of an
exchange or the OCC to handle current trading volume; or (vi) a
decision by one or more exchanges to discontinue the trading of
options (or a particular class or series of options), in which
event the secondary market on that exchange (or in that class or
series of options) would cease to exist, although outstanding
options on that exchange that had been listed by the OCC as a
result of trades on that exchange would generally continue to be
exercisable in accordance with their terms. OTC Options are
purchased from or sold to dealers or financial institutions which
have entered into direct agreement with a Fund. With OTC
Options, such variables as expiration date, exercise price and
premium will be agreed upon between the Fund and the transacting
dealer, without the intermediation of a third party such as the
OCC. If the transacting dealer fails to make or take delivery of
the securities underlying an option it has written, in accordance
with the terms of that option as written, the Fund would lose
the premium paid for the option as well as any anticipated
benefit of the transaction. OTC Options and their underlying
securities are considered illiquid. The Funds will engage in
OTC Option transactions only with primary United States
Government securities dealers recognized by the Federal Reserve
Bank of New York. The Adviser monitors the creditworthiness of
dealers with whom a Fund enters into OTC options transactions
under the general supervision of the Fund's Board of Trustees.
The hours of trading for options on debt securities may not
conform to the hours during which the underlying securities are
traded. To the extent that the option markets close before the
markets for the underlying securities, significant price and rate
movements can take place in the underlying markets that cannot be
reflected in the option markets.
Futures Contracts and Related Options. As a purchaser of an
interest rate futures contract, a Fund incurs an obligation to
take delivery of a specified amount of the obligation underlying
the futures contract at a specified time in the future for a
specified price or, in "cash settlement" futures contracts, to
pay to (or receive from) the seller in cash the difference
between the original price in the futures contract and the market
price of the instrument on the specified date, if the market
price is lower (or higher, as the case may be). A futures
contract sale creates an obligation by a Fund, as seller, to
deliver the specified type of financial instrument called for in
the contract at a specified future time for a specified price or,
in "cash settlement" futures contracts, to pay to (or receive
from) the buyer in cash the difference between the original price
in the futures contract and the market price of the instrument on
the specified date, if the market price is higher (or lower, as
the case may be). The potential losses from investment in futures
contracts is unlimited. Options on futures contracts are similar
to options on securities except that an option on a futures
contract gives the purchaser the right in return for the premium
paid to assume a position in a futures contract (a long position
8<PAGE>
if the option is a call and short position if the option is a
put).
Although most futures contracts call for actual delivery or
acceptance of securities, the contracts usually are closed out
before the settlement date without the making or taking of
delivery. A futures contract sale is closed out by effecting a
futures contract purchase for the same aggregate amount of the
specific type of security and the same delivery date. If the sale
price exceeds the offsetting purchase price, the seller would be
paid the difference and would realize a gain. If the offsetting
purchase price exceeds the sale price, the seller would pay the
difference and would realize a loss. Similarly, a futures
contract purchase is closed out by effecting a futures contract
sale for the same aggregate amount of the specific type of
security and the same delivery date. If the offsetting sale price
exceeds the purchase price, the purchaser would realize a gain,
whereas if the purchase price exceeds the offsetting sale price,
the purchaser would realize a loss. There is no assurance that
the Short or Intermediate Fund will be able to enter into a
closing transaction.
Initial margin in futures transactions is different from margin
in securities transactions in that initial margin does not
involve the borrowing of funds by a broker's client, but rather,
a good faith deposit on the futures contract which will be
returned to the Short or Intermediate Fund upon the proper
termination of the futures contract. The margin deposits made
are marked to market daily and the Funds may be required to make
subsequent deposits into the segregated account, maintained at
its Custodian for that purpose, or cash, U.S. Government
securities or other liquid highgrade debt securities, called
"variation margin", in the name of the broker, which are
reflective of price fluctuations in the futures contract.
Currently, interest rate futures contracts can be purchased on
debt securities such as U.S. Treasury Bills and Bonds, Eurodollar
instruments, U.S. Treasury Notes and GNMA Certificates.
Exchanges limit the amount by which the price of a futures
contract may move on any day. If the price moves equal the daily
limit on successive days, then it may prove impossible to
liquidate a futures position until the daily limit moves have
ceased. In the event of adverse price movements, the Funds would
continue to be required to make daily cash payments of variation
margin on open futures positions. In such situations, if the
Funds have insufficient cash, it may be disadvantageous to do so.
In addition, the Funds may be required to take or make delivery
of the instruments underlying interest rate futures contracts it
holds at a time when it is disadvantageous to do so. An
inability to close out options and futures positions could also
have an adverse impact on a Fund's ability to effectively hedge
its portfolio.
In the event of the bankruptcy of a broker through which the
Short or Intermediate Fund engages in transactions in futures or
options, either Fund could experience delays and/or losses in
liquidating open positions purchased or sold through the broker
and/or incur a loss of all or part of its margin deposits with
the broker. Transactions are entered into by the Funds only with
9<PAGE>
broker or financial institutions deemed creditworthy by the
Adviser.
The variable degree of correlation between price movements of
futures contracts and price movements in the position being
hedged creates the possibility that losses on the hedge may be
greater than gains in the value of a Fund's position. In
addition, futures and futures option markets may not be liquid in
all circumstances. As a result, in volatile markets, a Fund may
not be able to close out a transaction without incurring losses
substantially greater than the initial deposit. Although the
contemplated use of these contracts should tend to minimize the
risk of loss due to a decline in the value of the hedged
position, at the same time they tend to limit any potential gain
which might result from an increase in the value of such
position. The ability of the Short or Intermediate Fund to
hedge successfully will depend on the Adviser's ability to
forecast pertinent market movements, which cannot be assured.
In order to achieve its investment objective, a Fund may sell
interest rate futures in a different dollar amount than the
dollar amount of securities being hedged depending on the
expected relationship between the volatility of the prices of
such securities and the volatility of the futures contracts,
based on duration calculations by the Adviser. If the actual
price movements of the securities and futures are inconsistent
with their durations as so calculated, the hedge may not be fully
effective.
A Fund will not maintain open short positions in interest rate
futures contracts if, in the aggregate, the value of the open
positions (marked to market) exceeds the current market value of
its securities portfolio plus or minus the unrealized gain or
loss on those open positions, adjusted for the expected
volatility relationship between the Fund and the futures
contracts based on duration calculations. If this limitation
should be exceeded at any time, the Short or Intermediate Fund
will take prompt action to close out the appropriate number of
open contracts to bring its open futures position into compliance
with this limitation.
Finally, the daily deposit requirements in futures contracts
create a greater ongoing potential financial risk than do options
transactions, where the exposure is limited to the cost of the
initial premium. Losses due to hedging transactions may reduce
net asset value. Income earned by the Short or Intermediate Fund
from its hedging activities generally will be treated as capital
gains.
In accordance with regulations established by the Commodity
Futures Trading Commission, each Fund's aggregate initial margin
and premiums on all futures and options contract positions not
held for bona fide hedging purposes, will not exceed 5% of a
Fund's net assets, after taking into account unrealized profits
and losses on such contracts.
Interest Rate and Mortgage Swaps, Caps, Floors and Collars.
Interest rate swaps involve the exchange by a Fund with another
party of their respective commitments to pay or receive interest,
10<PAGE>
for example, an exchange of floating-rate payments for fixed-rate
payments. Mortgage swaps are similar to interest rate swaps in
that they represent commitments to pay and receive interest. The
notional principal amount, however, is tied to a reference pool
or pools of mortgages.
The Short or Intermediate Funds will enter into interest rate
swaps only on a net basis, i.e., where the two payment streams
are netted out, with a Fund receiving or paying, as the case may
be, only the net amount of the two payments.
The purchase of an interest rate cap entitles the purchaser, to
the extent that a specified index exceeds a predetermined
interest rate, to receive payments of interest on a notional
principal amount from the party selling such interest rate cap.
The purchase of an interest rate floor entitles the purchaser, to
the extent that a specified index falls below a predetermined
interest rate, to receive payments of interest on a notional
principal amount from the party selling such interest rate floor.
An interest rate collar combines the elements of purchasing a cap
and selling a floor. The collar protects against an interest
rate rise above the maximum amount, but gives up the benefits of
an interest rate decline below the minimum amount. There can be
no assurance that the Funds will be able to enter into interest
rate swaps, caps, floors or collars on favorable terms.
Furthermore, there can be no assurance that any of the Funds will
be able to terminate an interest rate swap or sell or offset
interest rate caps, floors or collars notwithstanding any terms
in the agreements providing for such termination.
Inasmuch as these hedging transactions are entered into for
hedging purposes, the Adviser and the Funds believe swaps, caps,
floors and collars do not constitute senior securities and,
accordingly, will not treat them as being subject to its
borrowing restrictions. The net amount of the excess, if any, of
a Fund's obligations over its entitlement with respect to each
interest rate swap will be accrued on a daily basis, and an
amount of cash or liquid securities having an aggregate net asset
value at least equal to the accrued excess will be maintained in
a segregated account by a custodian that satisfies the
requirements of the 1940 Act.
The Short and Intermediate Funds will not write interest rate
caps, floors and collars, and will not enter into any interest
rate swap, cap, floor or collar transaction unless the unsecured
commercial paper, unsecured senior debt or the claims-paying
ability of the other party is rated either AA or A-1 or better by
Standard & Poor's or Aa or P-1 or better by Moody's Investors
Service, Inc. at the time of entering into such transaction.
If there is default by the other party to such a transaction, the
Funds will have contractual remedies pursuant to the agreements
related to the transaction. There is no assurance that interest-
rate swap, cap, floor or collar counterparties will be able to
meet their obligations pursuant to their contracts, or that, in
the event of default, a Fund will succeed in pursuing contractual
remedies. The Funds thus assume the risk that one of them may be
delayed in or prevented from obtaining payments owed to it
pursuant to interest rate swaps, caps, floors or collars.
11<PAGE>
The swap, cap, floor and collar market has grown substantially in
recent years with a large number of banks and investment banking
firms acting both as principals and as agents utilizing
standardized documentation. As a result, this market has become
relatively liquid, although the Funds will still treat these
instruments as illiquid investments subject to the limitation on
such investments described under "Illiquid Securities" in the
Prospectus.
INVESTMENT RESTRICTIONS
The following restrictions (except as noted) have been adopted as
fundamental policies for the Funds, which means that they may not
be changed without the approval of a majority of the outstanding
shares of each of the Funds, as the case may be (as defined in
the Investment Company Act). A Fund may not (except that none of
the following investment restrictions shall prevent a Fund from
investing all of its assets (other than assets which are not
"investment securities" as defined in the Investment Company Act)
in an open-end investment company with substantially the same
investment objectives):
1. Issue senior securities, borrow money or pledge its assets,
except that the Short or Intermediate Fund may borrow from banks
or through reverse repurchase agreements or dollar rolls up to 33
1/3% of the value of its respective total assets (calculated when
the loan is made) for temporary, extraordinary or emergency
purposes and to take advantage of investment opportunities, and
may pledge up to 33 1/3% of the value of its total assets to
secure such borrowings. For purposes of this restriction, the
purchase or sale of securities on a "when issued" or "delayed
delivery" basis, the purchase and sale of futures contracts, the
entry into reverse repurchase agreements and dollar roll
transactions, short sales, interest rate swaps, mortgage swaps,
over-the-counter options, and collateral arrangements with
respect thereto are not deemed to be a pledge of assets and none
of such transactions or arrangements nor obligations of the Funds
to Trustees pursuant to deferred compensation arrangements are
deemed to be the issuance of a senior security.
2. Act as underwriter except to the extent that, in connection
with the disposition of portfolio securities, it may be deemed to
be an underwriter under certain federal securities laws.
3. Purchase any security (other than obligations of the U.S.
Government, its agencies and instrumentalities) if as a result:
(i) with respect to 75% of its total assets more than 5% of the
Short or Intermediate Fund's total assets (determined at the time
of investment) would then be invested in securities of a single
issuer, or (ii) 25% or more of a Fund's total assets (determined
at the time of investment) would be invested in one or more
issuers having their principal business activities in the same
industry.
4. Purchase the securities of any issuer which would result in
owning more than 10% of any class of the outstanding voting
securities of such issuer.
12<PAGE>
5. Purchase any security, other than Mortgage-Backed
Securities, or obligations of the U.S. Government, its
agencies or instrumentalities, if as a result the Short or
Intermediate Fund would have invested more than 5% of its
respective total assets in securities of issuers (including
predecessors) having a record of less than three years of
continuous operation; except for investments in regulated
investment companies with the same objective.
6. Acquire, lease or hold real estate. (Does not preclude
investments in securities collateralized by real estate or
interests therein.)
7. Purchase or sell commodities or commodity contracts except
for hedging purposes.
8. Invest in interests in oil, gas or other mineral exploration
or development program.
9. Invest in companies for the purpose of exercising control or
management.
10. Purchase securities of other investment companies, except to
the extent permitted by the Investment Company Act.
11. Make loans of money or property to any person, except
through loans of portfolio securities to Qualified Institutions,
the purchase of debt obligations in which the Short or
Intermediate Fund may invest consistently with its investment
objectives and policies and investment limitations or the
investment in repurchase agreements with Qualified Institutions.
The Short or Intermediate Fund will not lend portfolio securities
if, as a result, the aggregate of such loans exceeds 33 1/3% of
the value of a Fund's respective total assets (including such
loans).
12. Purchase securities on margin (though the Short or
Intermediate Fund may obtain such short-term credits as may be
necessary for the clearance of transactions); provided that the
deposit or payment by a Fund of initial or variation margin in
connection with options or futures contracts is not considered
the purchase of a security on margin.
13. Make short sales of securities or maintain a short position
if, when added together, more than 25% of the value of the Short
or Intermediate Fund's net assets would be (i) deposited as
collateral for the obligation to replace securities borrowed to
effect short sales, and (ii) allocated to segregated accounts in
connection with short sales. Short sales "against-the box" are
not subject to this limitation.
Whenever any fundamental investment policy or investment
restriction states a maximum percentage of assets, it is intended
that if the percentage limitation is met at the time the
investment is made, a later change in percentage resulting from
changing total or net asset values will not be considered a
violation of such policy. However, in the event that the asset
coverage for borrowings falls below 300%, the Funds will take
prompt action to reduce its borrowings as required by applicable
13<PAGE>
laws.
In order to change any of the foregoing restrictions, which are
fundamental policies, approval must be obtained by shareholders
of the Short or Intermediate Fund, as the case may be. Such
approval requires the affirmative vote of the lesser of (i) 67%
or more of the voting securities present at a meeting if the
holders of more than 50% of voting securities are represented at
that meeting or (ii) more than 50% of the outstanding voting
securities of either the Short or Intermediate Fund.
In addition, as non-fundamental policies, a Fund may not:
(a) sell over-the-counter options which it does not own;
(b) sell options on futures contracts which options it does not
own; or
(c) invest in residual interests in a REMIC or a CMO.
Other Policies
There are no restrictions or limitations on investments in
obligations of the United States, or of corporations chartered by
Congress as federal government instrumentalities. The underlying
assets of the Short or Intermediate Fund may be retained in cash,
including cash equivalents which are Treasury bills, short-term
bank obligations such as certificates of deposit, bankers'
acceptances and repurchase agreements. However, it is intended
that only so much of the underlying assets of the Short or
Intermediate Fund be retained in cash as is deemed desirable or
expedient under then-existing market conditions. As noted in the
Prospectus, a Fund may invest up to 15% of its respective total
net assets in illiquid securities.
TRUSTEES AND OFFICERS
The Board of Trustees has the responsibility for the overall
management of the Series Fund and each of the Funds, including
general supervision and review of the Funds' investment
activities. The Trustees, in turn, elect the officers who are
responsible for administering the day-to-day operations of the
Funds. Trustees and officers of the Series Fund are identified in
the Prospectus.
All of the Trustees are Trustees of all the other Funds
managed by the Adviser and each independent Trustee receives fees
for his or her services. The Trustees do not receive pension or
retirement benefits from the Funds. The table below shows the
fees paid by each of the Funds of the Smith Breeden Series Fund
separately to each independent Director for the fiscal year ended
March 31, 1998, and the total fees paid by the entire Fund
complex for the fiscal year ended March 31, 1998. There are five
other Funds in the complex besides the Short Duration U.S.
Government Fund and the Intermediate Duration U.S. Government
Fund.
14<PAGE>
Total Total Total
Compensation Compensation Compensation
Director Paid by Paid by Paid by Smith
Short Fund Intermediate Breeden Fund
Fund Complex
Stephen M. $ 33,750.00 $ 2,500.00 $ 40,833.33
Schaefer
Myron S. $ 33,750.00 $ 0.00 $ 40,833.33
Scholes
William F. $ 2,350.00 $ 15,625.00 $ 40,833.33
Sharpe
The Series Fund's Declaration of Trust provides that it will
indemnify its Trustees and officers against liabilities and
expenses incurred in connection with litigation in which they may
be involved because of their offices with the Series Fund, unless
it is determined that they had acted with willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in their offices, or had not acted in good faith in the
reasonable belief that their actions were in the best interests
of the Series Fund or the Funds.
INVESTMENT ADVISORY AND OTHER SERVICES
The investment manager of each of the Funds is Smith Breeden
Associates, Inc. (the "Adviser"). The table in the Prospectus
indicates which officers and Trustees are affiliated persons of
the Adviser.
Pursuant to an Investment Advisory Agreement with each of the
Funds (the "Advisory Agreement"), the Adviser provides investment
research and portfolio management services, including the
selection of securities to purchase, hold or sell, and the
selection of brokers and dealers through whom portfolio
transactions are executed. The Adviser's activities are subject
to the review and supervision of the Board of Trustees to whom
the Adviser renders periodic reports of both Funds' investment
activities. The Adviser, at its own expense, furnishes the Funds
with office space and office furnishings, facilities and
equipment required for managing the business affairs of the
Funds; maintains all internal bookkeeping, clerical, secretarial
and administrative personnel and services; carries fidelity
insurance on its own officers and directors for the protection of
the Funds; and provides certain telephone and other mechanical
services. Except for the expense limitation in place through
August 1, 1999, each of the Funds bears all expenses related to
its operation not borne by the Adviser, as discussed in the
Prospectus.
Each Advisory Agreement is in effect until August 1, 1999.
Thereafter, it may continue in effect for successive periods not
exceeding one year, providing such continuance is specifically
approved at least annually by a vote of the Funds' Board of
Trustees or by a vote of the holders of a majority of each of the
Funds' outstanding voting securities, and in either event by a
majority of the Fund's Trustees who are not parties to the
Agreement or interested persons of any such party (other than as
15<PAGE>
Trustees of the Fund), cast in person at a meeting called for
that purpose. Each Advisory Agreement may be terminated without
penalty at any time by each Fund, or by the Adviser on sixty
days' written notice and will automatically terminate in the
event of its assignment as defined in the Investment Company Act.
The Advisory Agreement provides that the Adviser will not be
liable for any error of judgment or for any loss suffered by
either Fund in connection with matters to which the Advisory
Agreement relates, except a loss resulting from willful
misfeasance, bad faith gross negligence or reckless disregard of
duty.
As compensation for the services rendered to each of the Funds by
the Adviser under the terms of the Advisory Agreement, and the
assumption by the Adviser of the related expenses, each Fund pays
the Adviser a fee, computed daily and payable monthly, at an
annual rate equal to 0.70% of the respective Fund's average daily
net asset value. Advisory fees paid by the Funds for the past
three fiscal years are as follows:
Advisory Fee Paid by Advisory Fee Paid by
Fiscal Year Ended Short Fund Intermediate Fund
March 31, 1998 $ 727,735 $ 271,230
March 31, 1997 $ 1,417,921 $ 259,767
March 31, 1996 $ 1,717,748 $ 256,075
The following chart details the reimbursements the Adviser made
to the Funds for each of the last three fiscal years, under
expense limitation provisions:
Amount Reimbursed Amount Reimbursed
Fiscal Year Ended by Adviser to by Adviser to
Short Fund Intermediate Fund
March 31, 1998 $ 231,365 $ 97,835
March 31, 1997 $ 301,998 $ 101,379
March 31, 1996 $ 364,865 $ 85,364
Under the terms of its Advisory agreement with each of the Funds,
the Adviser also provides certain administrative services. First
Data Investor Services, Inc. is the shareholder servicing,
accounting, transfer and dividend paying agent. Each of the
Funds pays its own expenses, including, but not limited to
auditing, legal, tax preparation and consulting, insurance,
custodial, accounting, shareholder servicing and shareholder
report expenses. Fees paid to First Data Investor Services are
determined by contract as approved by the Trustees.
Bank of New York, 48 Wall Street, New York, NY, 10286 acts as
custodian of the securities and other assets of each of the
Funds. A custodian's responsibilities include generally
safeguarding and controlling a Fund's cash and securities,
handling the receipt and delivery of securities, and collecting
interest and dividends on a Fund's investments. The custodian
does not participate in decisions relating to the purchase and
sale of portfolio securities.
Deloitte & Touche, 117 Campus Drive, Princeton, New Jersey 08540,
16<PAGE>
are the Funds' independent auditors, providing audit services,
tax return preparation and other tax consulting services, and
assistance and consultation in connection with the review of
various Securities and Exchange Commission filings. Ropes &
Gray, One International Place, Boston, Massachusetts, 02110-2624,
are legal counsel to the Series Fund and each of the Funds.
PRINCIPAL HOLDERS OF SECURITIES AND CONTROLLING PERSONS
Listed below are the names and addresses of those shareholders
who, to the Short Fund's best knowledge, as of September 30,
1998, owned 5% or more of the shares of the Fund.
Dell USA L.P.
2112 Kramer Lane
Austin, TX 78758 30.73%
Charles Schwab & Co.
For the Beneficial Ownership of Its Accountholders
101 Montgomery Street
San Francisco, CA 94104 23.06%
First Trust/Datalynx
For the Beneficial Ownership of Its Accountholders
Post Office Box 173736
Denver, CO 80217 11.22%
The Officers and Trustees of the Short Fund together as a group
owned less than 1.00% of the shares of the Short Duration Fund as
of September 30, 1998.
Listed below are the names and addresses of those
shareholders, who as of September 30, 1998, to the best knowledge
of the Intermediate Fund, owned 5% or more of shares of the Fund.
Charles Schwab & Co.
For the Beneficial Ownership of Its Accountholders
101 Montgomery Street
San Francisco, CA 94104 55.94%
Webster Financial
Post Office Box 191
Waterbury, CT 0672029.63%
The Officers and Trustees of the Intermediate Fund together as a
group owned less than 1.00% of the shares of the Fund as of
September 30, 1998.
Potential Conflicts of Interest
Principals of the Adviser as individuals own approximately 70% of
the common stock of Harrington Financial Group, the holding
company for Harrington Bank, FSB (the "Bank"). The Bank invests
in assets of the same types as those to be held by the Funds.
Douglas T. Breeden, in combination with immediate family members,
controls over 75% of the common stock of Community First
Financial Group, Inc. ("CFFG"), the holding company for certain
17<PAGE>
banks and thrifts to which the Adviser renders certain Investment
Advisory Services. CFFG and its subsidiaries invest in assets of
the same types as those to be held by the Funds.
The Adviser may also manage advisory accounts with investment
objectives similar to or the same as those of the Short or
Intermediate Fund, or different from both Funds, but trading in
the same type of securities and instruments. Portfolio decisions
and results of both Funds' investments may differ from those of
such accounts managed by the Adviser. When two or more accounts
managed by the Adviser seek to purchase or sell the same assets,
the assets actually purchased or sold may be allocated among the
accounts on a basis determined by the Adviser in its good faith
discretion to be equitable. In some cases, this system may
adversely affect the size or the price of the position obtainable
for the Short or Intermediate Fund.
POLICIES REGARDING BROKERS USED IN PORTFOLIO TRANSACTIONS
Under the Advisory Agreement, the selection of brokers and
dealers to execute transactions on behalf of a Fund is made by
the Adviser in accordance with criteria set forth in the Advisory
Agreement and any directions which the Board of Trustees may
give. However, each of the Funds does not anticipate that it will
incur a significant amount of brokerage expense because brokerage
commissions are not normally incurred on investments in Mortgage
Securities, which are generally traded on a "net" basis; that is,
in principal amounts without the addition or deduction of
brokerage commissions. The following table details the brokerage
commissions paid by the Funds for the last three fiscal years:
Brokerage Brokerage
Fiscal Year Ended Commissions Commissions
Paid By Short Fund Paid By Intermediate
Fund
March 31, 1998 $ 25,408 $ 2,038
March 31, 1997 $ 51,367 $ 4,203
March 31, 1996 $ 46,156 $ 3,483
When placing a portfolio transaction, the Adviser attempts to
obtain the best net price and execution of the transaction. On
portfolio transactions that are done on a securities exchange,
the amount of commission paid by the Short or Intermediate Fund
is negotiated between the Adviser and the broker executing the
transaction. The Adviser seeks to obtain the lowest commission
rate available from brokers that are felt to be capable of
efficient execution of the transactions. The determination and
evaluation of the reasonableness of the brokerage commissions
paid in connection with portfolio transactions are based to a
large degree on the professional opinions of the persons
responsible for the placement and review of such transactions.
These opinions are formed on the basis of, among other things,
the experience of these individuals in the securities industry
and information available to them concerning the level of
commissions being paid by other institutional investors of
comparable size.
18<PAGE>
Securities may be purchased directly from issuers or from
underwriters. Where possible, purchase and sale transactions will
be effected through dealers (including banks) which specialize in
the types of securities which the Funds will be holding, unless
better executions are available elsewhere. Dealers and
underwriters usually act as principals for their own account.
Purchases from underwriters will include a concession paid by the
issuer to the underwriter, and purchases from dealers will
include the spread between the bid and the asked price. No broker
or dealer affiliated with the Funds or with the Adviser may
purchase securities from, or sell securities to, the Funds.
When it is felt that several brokers or dealers are equally able
to provide the best net price and execution, the Adviser may
decide to execute transactions through brokers or dealers who
provide quotations and other services to the Short or
Intermediate Fund, specifically including the quotations
necessary to determine each of the Fund's net assets, in such
amount of total brokerage as may reasonably be required in light
of such services, and through brokers and dealers who supply
statistical and other data to both Funds in such amount of total
brokerage as may reasonably be required.
The Adviser conducts extensive proprietary fixed income research
with emphasis on mortgage-backed securities. The Adviser is not
dependent on any broker for such research and analysis and, thus
is able to transact business with brokers regardless of the
brokers' research capabilities or provision of such research to
brokerage customers. The Adviser uses multiple electronic
quotation services for trading and pricing purposes. The Adviser
pays for these services directly out of its advisory fees. The
Adviser is not involved in any soft dollar arrangements. The
Adviser does utilize broker pricing guidance for certain assets
not consistently available through electronic quotation services.
ADDITIONAL INFORMATION REGARDING PURCHASES AND REDEMPTIONS OF
FUND SHARES
All checks, drafts, wires and other payment mediums used for
purchasing or redeeming shares of either of the Funds must be
denominated in U.S. Dollars. Each Fund reserves the right, in
its sole discretion, to either (a) reject any order for the
purchase or sale of shares denominated in any other currency, or
(b) to honor the transaction or make adjustments to shareholder's
account for the transaction as of a date and with a foreign
currency exchange factor determined by the drawee bank. Dividend
checks which are returned to a Fund marked "unable to forward" by
the postal service will be deemed to be a request to change the
dividend option and the proceeds will be reinvested in additional
shares at the current net asset value until new instructions are
received.
Redemptions in Kind
The Funds have committed themselves to pay in cash all requests
for redemption by any shareholder of record, limited in amount,
however, during any 90-day period to the lesser of $250,000 or 1%
of the value of either Fund's net assets at the beginning of such
19<PAGE>
period. Such commitment is irrevocable without the prior approval
of the Securities and Exchange Commission. In the case of
requests for redemption in excess of such amounts, the Trustees
reserve the right to make payments in whole or in part in
securities or other assets of either of the Funds in case of an
emergency, or if the payment of such redemption in cash would be
detrimental to the existing shareholders of either of the Funds.
In such circumstances, the securities distributed would be valued
at the price used to compute the Short or Intermediate Fund's net
assets. Should the Short or Intermediate Fund do so, a
shareholder may incur brokerage fees or other transaction costs
in converting the securities to cash.
Principal Underwriter
FPS Broker Services, Inc. (the "Principal Underwriter"), 3200
Horizon Drive, P.O. Box 61503, King of Prussia, PA 19406-0903, is
the principal underwriter for the Funds, and is acting on a best
efforts basis. Effective on or about January 1, 1999, pursuant to
an asset purchase plan entered into by the parent companies of
FPS Broker Services, Inc. and First Data Broker Services, Inc.,
First Data Broker Services, Inc. (also, the "Principal
Underwriter"), 3200 Horizon Drive, P.O. Box 61503, King of
Prussia, PA 19406-0903, is expected to become the principal
underwriter for the Funds and will act on a best efforts basis.
Both FPS Broker Services, Inc. and First Data Broker Services,
Inc. are registered as broker-dealers under the Securities
Exchange Act of 1934 and are members of the National Association
of Securities Dealers, Inc. The offering of the Funds' shares is
continuous.
The underwriting agreement with the Principal Underwriter
provides that each Fund will pay all fees and expenses in
connection with: registering and qualifying its shares under the
various state "blue sky" laws; preparing, setting in type,
printing, and mailing its prospectuses and reports to
shareholders; and issuing its shares, including expenses of
confirming purchase orders. (See the description of the
Distribution Plan in the Prospectus). The Principal Underwriter
acts as the agent of both the Funds in connection with the sale
of their shares in all states in which the shares are qualified
and in which the Principal Underwriter is qualified as a broker-
dealer. Under the underwriting agreement, the Principal
Underwriter may accept orders for either Fund's shares at the
offering price. The Principal Underwriter may enter into
agreements with other broker-dealers for the sale of Short or
Intermediate Fund shares by them.
The Principal Underwriter is paid approximately $15,000 in total
by the Adviser for its services to the two Funds. In addition,
for the year March 31, 1998, the Principal Underwriter received
no sales charges or commissions.
Calculation of Net Asset Value
As noted in the Prospectus, the Funds will generally calculate
their net asset value as of the close of trading each Monday
through Friday that the Adviser and Transfer Agent are open for
business and sufficient trading takes place to impact the value
20<PAGE>
of the Short or Intermediate Fund assets. As of the date of this
Statement, current holiday schedules indicate that the net asset
value will not be calculated on: New Year's Day, Presidents' Day,
Dr. Martin Luther King Day Jr. Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Columbus Day, Veteran's Day,
Thanksgiving Day, the day following Thanksgiving, Christmas Eve,
and Christmas Day.
Reinvestment Date
The dividend reinvestment date is the date on which the
additional shares are purchased for the investor who has his
dividends reinvested. This date will vary from month to month
and is not necessarily the same date as the record date or the
payable date for cash dividends.
Ownership and Authority Disputes
In the event of disputes involving multiple claims of ownership
or authority to control a shareholder's account, each Fund has
the right (but no obligation) to (a) require the written
agreement of all persons deemed by the Fund to have a potential
property interest in the account, prior to executing instructions
regarding the account; (b) interplead disputed funds or account
with a court of competent jurisdiction, or (c) surrender
ownership of all or a portion of the account to the Internal
Revenue Service in response to a Notice of Levy.
TAXES
Taxation of the Funds
For federal income tax purposes, each of the Funds will be
treated as a separate corporation. Each of the Funds intends to
qualify each year and elects to be treated as regulated
investment companies ("RICs") for federal income tax purposes. To
so qualify, the Funds must, among other things: (i) derive at
least 90% of their gross income for each taxable year from
dividends, interest, payments with respect to loans of securities
and gains from the sale or other disposition of securities or
certain other related income; and (ii) diversify their holdings
so that at the end of each quarter of the taxable year (A) at
least 50% of the value of each of the Fund's assets would be
represented by cash, U.S. Government securities, securities of
other RICs, and other securities which, with respect to any one
issuer, do not represent more than 5% of the value of each of the
Fund's assets nor more than 10% of the voting securities of such
issuer and (B) not more than 25% of the value of each of the
Fund's assets are invested in the securities of any one issuer
(other than U.S. Government securities or the securities of other
RICs).
If the Funds qualify as RICs and distribute to their shareholders
at least 90% of their net investment income (including tax-exempt
interest and net short-term capital gain but not net capital
gain, which is the excess of net long-term capital gains over net
short term capital losses), then the Funds will not be subject to
federal income tax on the income so distributed. However, the
21<PAGE>
Funds will be subject to corporate income tax on any
undistributed income. In addition, either of the Funds would be
subject to a nondeductible 4% excise tax on the amount by which
the income it distributed in any calendar year would be less
than a minimum distribution amount. The minimum distribution
amount required to avoid the excise tax for a calendar year
equals the sum of (i) 98% of a Fund's ordinary income (excluding
tax-exempt interest income) for such calendar year; (ii) 98% of
the excess of capital gains over capital losses for the one year
period ending on October 31 of each year; and (iii) 100% of the
undistributed ordinary income and gains from prior years. For
purposes of the excise tax, any income or capital gains retained
by, and taxed in the hands of, either of the Funds will be
treated as having been distributed.
Both Funds intend to distribute sufficient income so as to avoid
corporate income tax and excise tax. The Short Fund may be
subject to a 4% excise tax to the extent that the amount of
ordinary income distributed during the calendar year is less than
98% of the ordinary income (excluding tax-exempt interest income)
for the year. The Short Fund will endeavor to pay dividends in
such a manner that an excise tax will not be incurred. The Short
Fund also may elect to retain all or a portion of its net capital
gain, as described under "Taxation of Shareholders Distributions"
below.
Any capital losses resulting from the disposition of securities
can be used only to offset capital gains and cannot be used to
reduce a Fund's ordinary income. Such capital losses may be
carried forward for eight years. If any capital losses have not
been utilized at the time a Fund terminates, such capital losses
will become unusable.
Taxation of Shareholders
Distributions. In general, all distributions to shareholders
attributable to the Short or Intermediate Fund's net investment
income (including any tax-exempt interest income distributed)
will be taxable as ordinary dividend income whether paid in cash
or in additional shares.
To the extent either of the Funds does realize net capital gains,
it intends to distribute such gains at least annually and
designate them as capital gain dividends. Capital gain dividends
are taxable as capital gains, whether paid in cash or in
additional shares, regardless of how long the shares have been
held. The Short or Intermediate Fund may elect to retain net
capital gains and pay corporate income tax thereon. In such
event, the Short or Intermediate Fund would most likely make an
election that would require each shareholder of record on the
last day of the Fund's taxable year to include in income for tax
purposes his proportionate share of the Fund's undistributed net
capital gain. If such an election is made, each shareholder would
be entitled to credit his proportionate share of the tax paid by
the Fund against his federal income tax liabilities and to claim
refunds to the extent that the credit exceeds such liabilities.
In addition, the shareholder would be entitled to increase the
basis of his shares for federal tax purposes by an amount equal
to 66% of his proportionate share of the undistributed net
22<PAGE>
capital gain.
Shareholders receiving distributions in the form of additional
shares will be treated for federal income tax purposes as
receiving an equivalent amount of cash. In general, the basis of
such shares will equal the amount of cash that the shareholder
would have received if he had elected to receive distributions in
cash.
Liquidating distributions which, in the aggregate, exceed a
shareholder's basis in shares will be treated as gain from the
sale of shares. If a shareholder receives, in the aggregate,
liquidating distributions which are less than such basis, such
shareholder will recognize a loss to that extent. Dividends and
other distributions by either the Short or Intermediate Fund are
generally taxable to the shareholders at the time the dividend or
distribution is made.
If a shareholder purchases shares at a cost that reflects an
anticipated dividend, such dividend will be taxable even though
it represents economically a return of part of the purchase
price. Investors should consider the tax implications of buying
shares shortly prior to a distribution.
Sale or Redemption of Shares. The sale, exchange, or
redemption of Fund shares may give rise to a gain or loss. In
general, any gain or loss realized upon a taxable disposition of
shares will be treated as long-term capital gain or loss if the
shares have been held for more than one year. Otherwise the gain
or loss on the sale, exchange or redemption of Fund shares
generally will be treated as short-term capital gain or loss. In
addition, any loss (not already disallowed as provided in the
next sentence) realized upon a taxable disposition of shares held
for six months or less will be treated as long-term, rather than
short-term, to the extent of any long-term capital gain
distributions received by the shareholder with respect to the
shares. All or a portion of any loss realized upon a taxable
disposition of Fund shares will be disallowed if other Fund
shares are purchased within 30 days before or after the
disposition. In such a case, the basis of the newly purchased
shares will be adjusted to reflect the disallowed loss.
Tax-Exempt Investors. If a shareholder that is a benefit plan
investor (e.g., an individual retirement account, pension plan
401(k) plan, or Keogh plan) or charitable organization (a "Tax
Exempt Investor") incurs debt to finance the acquisition of its
shares, a portion of the income received by the Tax-Exempt
Investor with respect to its shares would constitute unrelated
business taxable income ("UBTI"). In that case, the UBTI portion
of the Tax Exempt Investor's income from its investment in the
Short or Intermediate Fund for the year would equal the total
income recognized by the Tax-Exempt Investor in that year
multiplied by the ratio of the Tax-Exempt Investor's average
acquisition debt balance to the average tax basis of its shares
for the year. A Tax Exempt Investor is generally subject to
federal income tax to the extent that its UBTI for a taxable year
exceeds its annual $1,000 exclusion.
Tax Consequences of Certain Fund Investments
23<PAGE>
Hedging Transactions. Each of the Funds intends to engage in
various hedging transactions. Under various provisions of the
Code, the result of such investments and transactions may be to
change the character of recognized gains and losses, accelerate
the recognition of certain gains and losses, and defer the
recognition of certain losses. For example, the tax treatment of
futures contracts entered into by a Fund as well as listed
nonequity options written or purchased by a Fund on U.S.
exchanges (including options on debt securities and options on
futures contracts) will be governed by section 1256 of the Code.
Absent a tax election for "mixed straddles" (described below),
each such position held by a Fund on the last business day of
each taxable year will be marked to market (i.e., treated as if
it were closed out), and all resulting gain or loss will be
treated as 60% long term capital gain or loss and 40% short-term
capital gain or loss, with subsequent adjustments made to any
gain or loss realized upon an actual disposition of such
positions (currently, the 60% long-term portion will be treated
as if held for more than 12 months). When a Fund holds an option
or contract governed by section 1256 which substantially
diminishes the Fund's risk of loss with respect to another
position of its Portfolio not governed by section 1256 (as might
occur in some hedging transactions), that combination of
positions generally will be a "mixed straddle" that is subject to
the straddles rules of section 1092 of the Code. The application
of Section 1092 might result in deferral of losses, adjustments
in the holding periods of a Fund's securities and conversion of
short term capital losses into long-term capital losses. Either
Fund may make certain tax elections for its "mixed straddles"
that could alter certain effects of section 1256 or section
1092.
Tax Implications of Certain Investments. Certain of a Fund's
investments, including investments in stripped securities, will
create taxable income in excess of the cash they generate. In
such cases, a Fund may be required to sell assets (including when
it is not advantageous to do so) to generate the cash necessary
to distribute to its shareholders all of its income and gains and
therefore to eliminate any tax liability at the Fund level.
The character of the Short or Intermediate Fund's taxable income
will, in most cases, be determined on the basis of reports made
to the Funds by the issuers of the securities in which they
invest. The tax treatment of certain securities in which a Fund
may invest is not free from doubt and it is possible that an IRS
examination of the issuers of such securities could result in
adjustments to the income of a Fund. The foregoing discussion is
a general summary of certain of the current federal income tax
laws regarding both Funds and investors in the shares.
THE TAX DISCUSSION SET FORTH ABOVE IS A SUMMARY INCLUDED FOR
GENERAL INFORMATION PURPOSES ONLY. EACH SHAREHOLDER IS ADVISED TO
CONSULT ITS OWN TAX ADVISER WITH RESPECT TO THE SPECIFIC TAX
CONSEQUENCES TO IT OF AN INVESTMENT IN A FUND, INCLUDING THE
EFFECT AND APPLICABILITY OF STATE, LOCAL, FOREIGN, AND OTHER TAX
LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX
LAWS. THIS DISCUSSION IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL
TAX PLANNING.
24<PAGE>
STANDARD PERFORMANCE MEASURES
Performance
As noted in the Prospectus, a Fund may from time to time quote
various performance figures to illustrate its past performance.
It may occasionally cite statistics to reflect its volatility or
risk.
Performance quotations by investment companies are subject to
rules adopted by the Securities and Exchange Commission ("SEC").
These rules require the use of standardized performance
quotations, or alternatively, that every non-standardized
performance quotation furnished by a Fund be accompanied by
certain standardized performance information computed as required
by the SEC. Current yield and average annual compounded total
return quotations used by a Fund are based on the standardized
methods of computing performance mandated by the SEC. An
explanation of those and other methods used by a Fund to compute
or express performance follows.
Total Return
The average annual total return is determined by finding the
average annual compounded rates of return over one, five, and ten
year periods (or for the life of a Fund, if shorter) that would
equate an initial hypothetical $1000 investment to its ending
redeemable value. The calculation assumes no sales charge is
deducted from the initial $1000 purchase order, capital gains and
all income dividends are reinvested at net asset value on the
reinvestment dates during the period. The quotation assumes the
account was completely redeemed at the end of each one, five and
ten year period and the deduction of all applicable charges and
fees.
A Fund's average annual compounded rate of return is determined
by reference to a hypothetical $1000 investment, according to the
following formula:
P(1+T)n = ERV
where:
P = a hypothetical initial payment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of a
hypothetical $1000 payment made at the beginning
of the 1, 5, or 10 year periods at the end of
said 1, 5, or 10 year periods (or fractional
portion thereof).
As discussed in the Prospectus, a Fund may quote total rates of
return in addition to its average annual total return. Such
quotations are computed in the same manner as a Fund's average
annual compounded rate, except that such quotations will be based
on a Fund's actual aggregate return for a specified period as
opposed to its average return over certain periods.
Yield
25<PAGE>
Current yield reflects the income per share earned by a Fund's
portfolio investments. Current yield is determined by dividing
the net investment income per share earned during a 30 day base
period by the offering price or net asset value per share, as the
case may be, on the last day of the period and analyzing the
result, according to the following formula:
Yield = 2 [(a-b + 1)6 -1]
cd
where:
a = dividends and interest earned during the
period.
b = expenses accrued for the period (net of
reimbursements).
c = the average daily
number of shares outstanding during the
period that were entitled to receive
dividends.
d = the maximum offering
price or net asset value per share, as
the case may be, on the last day of the
period.
The following table shows the average annual total return for the
periods stated, and yield for the Funds for the 30-day period
ended March 31, 1998.
Average Annual Total Return
One Year Five Years Inception 30-Day
Yield
Short Fund 6.25% 5.60% 5.60% 5.14%
Intermediate 10.64% 7.26% 8.50% 5.60%
Fund
The investment results of the Funds, like all others, fluctuate
over time. Thus, performance figures should not be considered to
represent what an investment may earn in the future or what the
Short or Intermediate Fund's yield or total return may be for any
future period.
Current Distribution Rate
Yield, which is calculated according to a formula prescribed by
the SEC, is not indicative of the amounts which will be paid to a
Fund's shareholders. Amounts paid to shareholders are reflected
in the quoted "current distribution rate." The current
distribution rate is computed by dividing the total amount of
dividends, excluding long-term capital gains, per share paid by a
Fund during the past twelve months by its current net asset
value. Under certain circumstances, such as when there has been a
change in the amount of dividend payout, or a fundamental change
in investment policies, it might be appropriate to annualize the
dividends paid over the period such policies were in effect,
rather than using the dividends during the past twelve months.
The current distribution rate differs from the current yield
computation because it may include distributions to shareholders
from sources other than dividends and interest, such as short-
term capital gains and net equalization credits and is calculated
26<PAGE>
over a different period of time.
Volatility
Occasionally statistics may be used to specify a Fund's
volatility or risk. Measures of volatility or risk are generally
used to compare fund net asset value or performance relative to a
market index. One measure of volatility is beta. The ratio of
the expected excess return on a Fund to the expected excess
return on the market index is called beta. Equity funds commonly
use the S&P 500 as their market index. A beta of more than 1.00
indicates volatility greater than the market, and a beta of less
that 1.00 indicates volatility less than the market. Another
measure of volatility or risk is standard deviation. Standard
deviation is used to measure variability of net asset value or
total return around an average, over a specified period of time.
The premise is that greater volatility connotes greater risk
undertaken in achieving performance.
A statistic often used by sophisticated institutional investors
when comparing the relative performance of portfolios is the
Sharpe Ratio. This statistic is a Fund's excess return (relative
to T-Bills) divided by the standard deviation of its returns.
Comparisons and Advertisements
To help investors better evaluate how an investment in a Fund
might satisfy their objective, advertisements regarding either of
the Funds may discuss various measures of a Fund's performance as
reported by various financial publications. Advertisements may
also compare performance (as calculated above) to performance as
reported by other investments, indices, and averages. The
following publications, indices, and averages may be used:
a) Lipper-Mutual Fund Performance Analysis, Lipper-Fixed Income
Analysis, and Lipper-Mutual Fund Indices - measures total return
and average current yield for the mutual fund industry and rank
individual mutual fund performance over specified time periods
assuming reinvestment of all distributions, exclusive of sales
charges.
b) CDA Mutual Fund Report, published by CDA Investment
Technologies, Inc. - analyzes price, current yield, risk, total
return, and average rate of return (average annual compounded
growth rate) over specified time periods for the mutual fund
industry.
c) Mutual Fund Source book, published by Morningstar, Inc. -
analyzes price, yield, risk, and total return for equity and
fixed income funds.
d) Financial publications: Barron's, Business Week, Changing
Times, Financial World, Forbes, Fortune, and Money magazines -
rate fund performance over specified time periods.
e) Consumer Price Index (or Cost Of Living Index), published by
the U.S. Bureau of Labor Statistics - a statistical measure of
change, over time, in the price of goods and services, in major
expenditure groups.
27<PAGE>
f) Stocks, Bonds, Bills, and Inflation, published by Ibbotson
Associates - a historical measure of yield, price, and total
return for common and small company stock, long-term government
bonds, treasury bills, and inflation.
g) Savings and Loan Historical Interest Rates - as published in
the U.S. Savings & Loan League Fact Book.
h) Salomon Brothers Broad Bond Index - measures yield, price,
and total return for Treasury, Agency, Corporate, and
Mortgage bonds. All issues mature in one year or more and
have at least $50 million outstanding, with the exception of
mortgages. The entry criteria for mortgage issues is $200
million for each coupon.
i) Salomon Brothers Mortgage Index - measures only the mortgage
component of the Salomon Brothers Broad Bond Index.
j) Salomon Brothers Composite High Yield Index or its component
indices - measures yield, price and total return for Long-
Term High Yield Index, Intermediate Term High Yield Index,
and Long-Term Utility High Yield Index.
k) Lehman Brothers Aggregate Bond Index or its component
indices - measures yield, price and total return for Treasury,
Agency, Corporate, Mortgage, and Yankee bonds.
l) Lehman Brothers Government/Corporate Bond Index.
m) Standard & Poor's Bond Indices - measure yield and price of
Corporate, Municipal, and Government bonds.
n) Other taxable investments including certificates of deposit
(CD's), money market deposit accounts (MMDA's), checking
accounts, savings accounts, money market mutual funds,
repurchase agreements, and government securities.
o) Historical data supplied by the research departments of
Lehman Brothers, First Boston Corporation, Morgan Stanley,
Salomon Brothers, Merrill Lynch, Goldman Sachs, Prudential
Securities and Donaldson Lufkin and Jenrette.
p) Donoghues's Money Fund Report - industry averages for 7-day
annualized and compounded yields of taxable, taxfree and
government money funds.
q) Total returns and yields for Treasury Securities and fixed
income indices as published by Ryan Laboratories or other
suppliers.
In assessing such comparisons of performance, an investor should
keep in mind that the composition of the investments in the
reported indices and averages is not identical, and in some cases
is very different, to a Fund's portfolio, that the averages are
generally unmanaged and that the items included in the
calculations of such averages may not be identical to the formula
used by a Fund to calculate its figures. In addition, there can
be no assurance that a Fund will continue its performance as
compared to such other averages.
28<PAGE>
Shareholders should note that the investment results of the Short
or Intermediate Fund will fluctuate over time, and any
presentation of a Fund's current yield or total return for any
period should not be considered as a representation of what an
investment may earn or what a shareholder's yield or total return
may be in any future period.
Shareholders should also note that although the Funds believe
that there are substantial benefits to be realized by investing
in its shares, such investments also involve certain risks. (See
"Investment Objectives and Policies of the Fund Risks of Mortgage
Securities" in the Funds' Prospectus).
ADDITIONAL INFORMATION FOR INSTITUTIONAL INVESTORS
As the investments permitted to the Funds are primarily in
mortgage securities issued or guaranteed by the U.S. Government
or its agencies and instrumentalities, the shares of either the
Short or Intermediate Fund may be eligible for investment by
federally chartered credit unions, federally chartered thrifts,
and national banks. Either of the Funds may be a permissible
investment for certain state chartered institutions as well,
including state and local government authorities and agencies.
Any financial institution or agency considering an investment in
either of the Funds should refer to the applicable laws and
regulations governing its operations in order to determine if a
Fund is a permissible investment.
EXPERTS
The annual financial statements of both the Short and
Intermediate Funds and related notes thereto attached to this
Statement of Additional Information have been so attached in
reliance upon the report of Deloitte & Touche LLP, independent
auditors, given in authority of said firm as experts in auditing
and accounting.
FINANCIAL STATEMENTS
The audited annual financial statements of the Funds are attached
and follow the Appendix.
29<PAGE>
APPENDIX
Description of Moody's Investors Service, Inc.'s corporate bond
ratings:
Aaa - Bonds which 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
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 - Bonds which 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 which make the long-term risks appear somewhat
larger than in Aaa securities.
A - Bonds which 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 which suggest a susceptibility
to impairment sometime in the future.
Baa - Bonds which are rated Baa are considered as medium
grade obligations, i.e., they are neither highly
protected nor poorly secured. Interest payments and
principal security appear adequate for the present, but
certain protective elements may be lacking or may be
characteristically unreliable over any great length of
time. Such bonds lack outstanding investment
characteristics and have speculative characteristics as
well.
Ba - Bonds which are rated Ba are judged to have
predominantly speculative elements; their future cannot
be considered as well assured. Often the protection of
interest and principal payments may be very moderate
and thereby not well safeguarded during both good and
bad times over the future. Uncertainty of position
characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of
the desirable investment. Assurance of interest and
principal payments or of maintenance of other terms of
the contract over any long period of time may be small.
Caa - Bonds which are rated Caa are of poor standing. Such
issues may be in default, or there may be present
elements of danger with respect to principal or interest.
30<PAGE>
Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in
default or have other marked shortcomings.
Description of Standard & Poor's Corporation's corporate bond
ratings:
AAA - Bonds rated AAA are given the highest rating assigned by
Standard & Poor's to a debt obligation,
which indicates an extremely strong capacity to pay
principal and interest.
AA - Bonds rated AA also qualify as high-quality debt
obligations. Capacity to pay principal and interest is
very strong, and in the majority of instances they
differ from AAA issues only in small degree.
A - Bonds rated A have a strong capacity to pay principal
and interest, although they are somewhat more
susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB - Bonds rated BBB are regarded as having an adequate
capacity to pay principal and interest. Whereas they
normally exhibit protection parameters, adverse
economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal
and interest for bonds in this capacity than for bonds
in the A category.
BB, B,
CCC, CC - Bonds rated BB, B, CCC and CC are regarded,
on balance, predominantly speculative with respect to
the issuer's capacity to pay interest and repay
principal in accordance with the terms of the
obligations. BB indicates the lowest degree of
speculation and CC the highest degree of speculation.
While such bonds will likely have some quality and
protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse
conditions.
31<PAGE>
ANNUAL REPORTS
Smith Breeden Short Duration
U.S. Government Fund
Smith Breeden Intermediate Duration
U.S. Government Fund
Smith Breeden Equity Market Plus Fund
Smith Breeden Financial Services Fund
March 31, 1998
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Letter to Our Shareholders 1
Smith Breeden Short Duration U.S. Government Fund
Performance Review 2
Schedule of Investments 4
Statement of Assets and Liabilities 6
Statement of Operations 7
Statements of Changes in Net Assets 8
Financial Highlights 9
Notes to Financial Statements 10
Report of Independent Auditors 13
Smith Breeden Intermediate Duration U.S. Government Fund
Performance Review 14
Schedule of Investments 16
Statement of Assets and Liabilities 17
Statement of Operations 18
Statements of Changes in Net Assets 19
Financial Highlights 20
Notes to Financial Statements 21
Report of Independent Auditors 24
Smith Breeden Equity Market Plus Fund
Performance Review 25
Schedule of Investments 27
Statement of Assets and Liabilities 29
Statement of Operations 30
Statements of Changes in Net Assets 31
Financial Highlights 32
Notes to Financial Statements 33
Report of Independent Auditors 36
Smith Breeden Financial Services Fund
Performance Review 37
Schedule of Investments 39
Statement of Assets and Liabilities 40
Statement of Operations 41
Statement of Changes in Net Assets 42
Financial Highlights 43
Notes to Financial Statements 44
Report of Independent Auditors 47
</TABLE>
<PAGE>
LETTER TO OUR SHAREHOLDERS
Dear Fellow Shareholder:
For many of you, this will be the first annual report you will have received as
a shareholder in the Smith Breeden Mutual Funds. Our growth has been both
exciting and gratifying, as we have welcomed over 6,000 new shareholders to
Smith Breeden since March of 1997. We wish to give each of you a warm welcome
to the family.
Although this is the first annual report for many shareholders, it is the sixth
report that we have issued for our funds, which commenced operations in 1992.
It has only been in the last year that we have become widely known, as
evidenced by our growth. We attribute this growth to a combination of factors.
Many national publications have recognized our funds' fine performance. In
addition, indexing is now receiving increased attention as an attractive
investment strategy. Many shareholders have also recommended our funds to
friends and relatives. The Smith Breeden Funds offer disciplined and successful
investment alternatives within the basic domestic asset classes: stocks, bonds
and cash. We invite you to continue to spread the word about us to your friends
and family. Our representatives are available to answer any questions at (800)
221-3138. Information is also available at Smith Breeden's web site at
www.smithbreeden.com.
1997 was an important year for us not only because of the recognition we
received, but also because we launched a new fund, the Smith Breeden Financial
Services Fund. Smith Breeden has been a successful investor in, and consultant
to, financial institutions for many years. In fact, Smith Breeden started in
business in 1982 as a consultant to banks and thrifts. We are proud to be able
to offer you this expertise through our new fund. The Financial Services Fund
commenced its operations on December 22, 1997 and its financial statements are
included in this report. Please take a moment to review its performance and
operations.
We continue to explore new ways to deliver our investment expertise to you. We
are considering additions to our fund family within additional asset classes to
allow our investors to diversify their portfolios further, and thereby to seek
the combination of risk and return best suited to each person's own goals and
constraints. We will keep you informed as our plans progress.
Thank you for your continued trust in the Smith Breeden Mutual Funds.
Sincerely,
[GRAPHIC OMITTED]
[GRAPHIC OMITTED]
Douglas T. Breeden Michael J. Giarla
Chairman President
1
<PAGE>
SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
PERFORMANCE REVIEW
The Smith Breeden Short Duration U.S. Government Fund provided a total
return of 6.24% in the year ended March 31, 1998. The Fund's return exceeded
its benchmark, the six-month U.S. Treasury Bill, by 0.57% for the year. The
Fund's return versus money-market funds was even more compelling, with the
average money-market fund yielding 5.03%1 in the year. This was accomplished
steadily over the year, with the Fund's return exceeding the benchmark return
in each calendar quarter. Since the Fund's inception in June 1992, it has
provided an annualized return 0.71% in excess of the six-month U.S. Treasury
Bill. The graph below plots the Fund's return versus both its benchmark and the
average return of Morningstar's Ultra-Short Bond Fund category.
[GRAPHIC OMITTED]
Interest rates declined in the year, with the five-year U.S. Treasury Note
yield dropping 1.12%, from 6.74% at March 31, 1997 to 5.62% at March 31, 1998.
At the short end of the yield curve, the yield on the six-month U.S. T-Bill
fell from 5.54% to 5.26%, or just 0.28%. This overall flattening in the yield
curve resulted from a combination of economic events. The Federal Government
budget deficit declined, which reduced the U.S. Treasury's need to issue new
debt. The resultant reduction in supply of U.S. Treasury securities helped
drive yields down. Financial turmoil in Asia made U.S. Treasury securities even
more popular as a financial safe-harbor, increasing demand for U.S. Treasury
debt while supply was falling. Meanwhile, the Federal Reserve continued to be
watchful for signs of inflation amid strong economic growth and unemployment at
thirty-year lows, and they maintained their short-term rate at 5.50%. This
placed a floor under short-term rates, preventing a significant decline in
yields on Treasury Bills, and the result was a flatter yield curve.
- ---------
1. Average money-market fund yield from The Wall Street Journal.
2
<PAGE>
SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
Part of the Fund's return over the return on the six-month U.S. Treasury
Bill was due to the favorable performance of mortgage-backed securities when
compared with U.S. Treasury securities. Expectations of future interest rate
volatility declined in tandem with the fall in interest rates. Mortgage-backed
securities perform best in steady interest rate environments, and so investors
are willing to pay comparatively more for mortgages when they expect stable
interest rates. The decline in expected interest rate volatility occurred
despite some unsettled periods during the year, especially at the height of the
recent Asian crisis. As long-term interest rates fell below 6.0% at the end of
the third quarter of 1997, many mortgage investors braced for an expected surge
in prepayments, and longer-duration mortgages underperformed comparable U.S.
Treasury securities. The benign effect of declining volatility was enough,
however, to outweigh the effect of faster prepayments for the mortgage sector
as a whole.
The Fund aims to add value by investing selectively in favorably valued
sectors of the mortgage market. During the year, the Fund reduced its overall
level of investment in mortgages and increased its cash holdings as interest
rates declined and the likelihood of a prepayment surge increased. The Fund
also reduced holdings in longer-term and higher-coupon fixed-rate mortgages in
the latter part of 1997, to reduce prepayment risk in the fund. The first
quarter of 1998 saw the expected surge in prepayments, and the Fund was
successful in outperforming the six-month U.S. Treasury Bill even in this
difficult period.
3
<PAGE>
SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS MARCH 31, 1998
<TABLE>
<CAPTION>
Market
Face Amount Security Value
- --------------- ------------------------------------------------------------------------------ ---------------
<S> <C> <C>
U.S. GOVERNMENT & AGENCY OBLIGATIONS -- 132.69%
Freddie Mac -- 32.91% (1)
FH Gold
$ 7,900,000 6.00%, due 4/1/13 ............................................................ $ 7,785,511
10,000,000 6.50%, due 4/1/13 ............................................................ 10,036,719
7,650,530 8.50%, due 5/1/25 to 12/1/25 ................................................. 7,984,036
------------
25,806,266
------------
Fannie Mae -- 32.82% (1)
FN Interest only (2)
1,324,877 9.00%, due 7/25/21 ........................................................... 351,642
FN
20,199,991 6.50%, due 1/1/28 to 2/1/28 .................................................. 19,978,824
4,000,000 6.50%, due date to be announced .............................................. 3,955,406
1,395,490 7.04%, due 12/1/06 ........................................................... 1,457,381
------------
25,743,253
------------
Government National Mortgage Association -- 66.45% (1)
GNMA ARM
26,245,770 5.00%, due 7/20/27 to 3/20/28 ................................................ 26,221,553
19,633,725 5.50%, due 8/20/27 to 11/20/27 (5) ........................................... 19,804,312
3,591,256 7.00%, due 7/20/17 to 9/20/22 ................................................ 3,691,293
1,268,641 7.375%, due 5/20/22 to 4/20/24 ............................................... 1,301,807
GNMA
1,017,522 9.50%, due 7/15/09 to 9/15/21 ................................................ 1,098,553
------------
52,117,518
------------
U.S. Treasury Bills -- 0.51%
400,000 5.51% due 5/28/98 (3) ........................................................ 396,802
------------
396,802
------------
TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS
(Cost $103,210,947) .......................................................... 104,063,839
------------
Notional
Amount Three-Month LIBOR Interest Rate Swap Contracts -- (0.97)%
- ------------
$ 20,000,000 Contract dated 6/22/93 with Prudential Global Funding, Expires 6/22/98,
pay rate 5.458% .............................................................. 17,095
20,000,000 Contract dated 8/31/93 with Salomon Swapco, Expires 8/30/00,
pay rate 5.34% ............................................................... 259,820
20,000,000 Contract dated 5/15/95 with Salomon Swapco, Expires 5/15/05,
pay rate 6.951% .............................................................. (1,038,677)
------------
Total Three-Month LIBOR Interest Rate Swap Contracts ......................... (761,762)
------------
Three-Month LIBOR Interest Rate Cap Contracts -- 0.34%
50,000,000 Contract with Salomon Swapco, expires 4/23/03, Strike rate 7.50% ............. 269,500
------------
Total Three-Month LIBOR Interest Rate Cap Contracts (Cost $1,509,907)......... 269,500
------------
Contracts Option Contracts -- 0.07%
- ------------
80 Call on 5 Year US Treasury Note Futures, expires 5/98, strike price $111...... $ 2,500
40 Call on 30 Year US Treasury Bond Futures, expires 5/98, strike price $126..... 5,000
80 Put on 5 Year US Treasury Note Futures, expires 5/98, strike price $108 ...... 18,750
40 Put on 30 Year US Treasury Bond Futures, expires 5/98, strike price $118 ..... 25,000
------------
Total Option Contracts (Cost $78,112) ........................................ 51,250
------------
TOTAL INVESTMENTS -- 132.13% (Cost $104,798,966) ............................. 103,622,827
------------
</TABLE>
4
<PAGE>
SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS (continued) MARCH 31, 1998
<TABLE>
<CAPTION>
Market
Face Amount Security Value
- ---------------- --------------------------------------------------------- ---------------
<S> <C> <C>
Reverse Repurchase Agreements -- (5.10%)
$ (4,000,000) Morgan Stanley 5.74% due 4/7/98 dated 3/31/98 (4) ....... (4,000,000)
----------
(4,000,000)
----------
Short Sales -- (25.22%)
(20,000,000) FN 6.50% due date to be announced (5) ................... (19,777,031)
-----------
(19,777,031)
-----------
Other Liabilities, Less Cash and Other Assets -- (1.81%) (1,417,941)
-----------
NET ASSETS -- 100.00% ................................... $ 78,427,855
=============
</TABLE>
- ---------
(1) Mortgage-backed obligations are subject to principal paydowns as a result
of prepayments or refinancings of the underlying mortgage instruments. As
a result, the average life may be substantially less than the original
maturity. ARMs have coupon rates that adjust periodically. The interest
rate shown is the rate in effect at March 31, 1998. The adjusted rate is
determined by adding a spread to a specified index.
(2) Represents an interest only stripped mortgage-backed security.
(3) Security is held as collateral by Carr Futures, Inc. The interest rate
shown is the discount rate paid at time of purchase.
(4) Reverse repurchase agreement is collateralized by $4,166,424 face of GNMA
ARM 5.50% due 8/20/27.
(5) Short sale represents the sale "against the box" of $20,000,000 FN 6.50%
securities owned by the Fund.
Portfolio Abbreviations:
ARM -- Adjustable-Rate Mortgage
FH -- Freddie Mac
FN -- Fannie Mae
GNMA -- Government National Mortgage Association
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1998
<TABLE>
<S> <C>
Assets
Investments at market value (identified cost $104,798,966) (Note 1)...................... $ 103,622,827
Cash .................................................................................... 7,459
Restricted cash held to cover checkwriting privileges ................................... 28,000
Receivables:
Variation margin on futures contracts (Note 2) ........................................ 43,765
Subscriptions ......................................................................... 155,740
Interest .............................................................................. 487,618
Securities sold ....................................................................... 40,676,438
Other assets ............................................................................ 11,649
-------------
Total Assets .......................................................................... 145,033,496
-------------
Liabilities
Reverse repurchase agreement (proceeds $4,000,000) (Note 1).............................. 4,000,000
Short sales at market value (proceeds $19,806,250)....................................... 19,777,031
Payables:
Redemptions ........................................................................... 25,915
Securities purchased .................................................................. 42,629,141
Swap Interest (Note 2) ................................................................ 33,441
Due to Advisor (Note 3) ............................................................... 48,169
Accrued expenses ........................................................................ 91,944
-------------
Total Liabilities ..................................................................... 66,605,641
-------------
Net Assets
(Applicable to outstanding shares of 7,904,459 unlimited number of shares of beneficial
interest authorized; no stated par) ................................................... $ 78,427,855
=============
Net asset value, offering price and redemption price per share ($78,427,855 / 7,904,459). $ 9.92
=============
Source of Net Assets
Paid in capital ......................................................................... $ 82,964,182
Overdistributed net investment income ................................................... (631,273)
Accumulated net realized loss on investments ............................................ (2,702,907)
Net unrealized depreciation of investments, interest rate swaps, interest rate caps,
short
sales and futures contracts ........................................................... (1,202,147)
-------------
Net Assets ............................................................................ $ 78,427,855
=============
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1998
<TABLE>
<S> <C>
Investment Income
Interest and discount earned, net of premium amortization and interest expense (Note 1) . $ 6,296,431
Expenses
Advisory fees (Note 3) .................................................................. 727,735
Accounting and pricing services fees .................................................... 59,134
Custodian fees........................................................................... 37,145
Audit and tax preparation fees .......................................................... 33,860
Legal fees .............................................................................. 27,305
Transfer agent fees ..................................................................... 33,609
Registration fees ....................................................................... 24,489
Trustees fees and expenses .............................................................. 66,931
Insurance ............................................................................... 21,599
Other ................................................................................... 10,482
------------
Total Expenses Before Reimbursement ................................................... 1,042,289
Expenses reimbursed by Advisor (Note 3) ............................................... (231,365)
------------
Net Expenses .......................................................................... 810,924
------------
Net Investment Income ................................................................. 5,485,507
------------
Realized and Unrealized Gain (Loss) on Investments
Net realized gain on investments ........................................................ 2,886,352
Change in unrealized appreciation (depreciation) of investments, interest rate swaps,
interest
rate caps, and futures contracts ...................................................... (2,022,049)
------------
Net realized and unrealized gain on investments ......................................... 864,303
------------
Net increase in net assets resulting from operations .................................... $ 6,349,810
============
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
March 31, 1998 March 31, 1997
---------------- -----------------
<S> <C> <C>
Operations
Net investment income .................................................... $ 5,485,507 $ 10,225,930
Net realized gain on investments ......................................... 2,886,352 846,686
Change in unrealized appreciation (depreciation) of investments,
interest rate swaps, interest rate caps and futures contracts .......... (2,022,049) 1,887,652
------------- --------------
Net increase in net assets resulting from operations ..................... 6,349,810 12,960,268
------------- --------------
Distributions to Shareholders
Dividends from net investment income ..................................... (5,439,867) (10,225,930)
Dividends in excess of net investment income ............................. -- (929,596)
------------- --------------
Total distributions ...................................................... (5,439,867) (11,155,526)
------------- --------------
Capital Share Transactions
Shares sold .............................................................. 46,118,603 59,328,830
Shares issued on reinvestment of distributions ........................... 2,600,980 2,816,807
Shares redeemed .......................................................... (90,190,280) (166,786,906)
------------- --------------
Decrease in net assets resulting from capital share transactions (a) ..... (41,470,697) (104,641,269)
------------- --------------
Total Decrease in Net Assets ........................................... (40,560,754) (102,836,527)
Net Assets
Beginning of period ...................................................... 118,988,609 221,825,136
------------- --------------
End of period ............................................................ $ 78,427,855 $ 118,988,609
============= ==============
(a) Transactions in capital shares were as follows:
Shares sold ............................................................ 4,669,660 6,065,723
Shares issued on reinvestment of distributions ......................... 264,390 289,222
Shares redeemed ........................................................ (9,136,010) (17,017,982)
------------- --------------
Net decrease ........................................................... (4,201,960) (10,663,037)
Beginning balance ...................................................... 12,106,419 22,769,456
------------- --------------
Ending balance ......................................................... 7,904,459 12,106,419
============= ==============
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
8
<PAGE>
SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
The following average per share data, ratios and supplemental information
have been derived from information provided in the financial statements.
<TABLE>
<CAPTION>
Year Year
Ended Ended
March 31, March 31,
1998 1997
--------------- ----------------
<S> <C> <C>
Net Asset Value,
Beginning of Period .......... $ 9.83 $ 9.74
----------- ------------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income ........ 0.484 0.476
Net realized and
unrealized gain (loss)
on investments ............. 0.114 0.146
----------- ------------
Total from investment
operations ................ 0.598 0.622
----------- ------------
Less Distributions
Dividends from net
investment income .......... (0.508) (0.476)
Dividends in excess of
investment income .......... -- (0.056)
----------- ------------
Total distributions ........ (0.508) (0.532)
----------- ------------
Net Asset Value, End of
Period ....................... $ 9.92 $ 9.83
----------- ------------
Total Return .................. 6.24% 6.57%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period..... $78,427,855 $118,988,609
Ratio of expenses to
average net assets (2) ..... 0.78% 0.78%
Ratio of net investment
income to average net
assets ..................... 5.28% 5.04%
Portfolio turnover rate ...... 626% 556%
Ratio of expenses to
average net assets
before reimbursement
of expenses by the
Advisor (2) 1.00% 0.93%
Ratio of net investment
income to average net
assets before
reimbursement of
expenses by the
Advisor 5.06% 4.90%
<CAPTION>
For the Period
Year Year Year March 31,
Ended Ended Ended 1992 (1)
March 31, March 31, March 31, to March 31,
1996 1995 1994 1993
---------------- ---------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period .......... $ 9.90 $ 9.90 $ 10.00 $ 10.00
------------ ------------ ------------ -----------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income ........ 0.621 0.628 0.432 0.552
Net realized and
unrealized gain (loss)
on investments ............. (0.148) -- ( 0.070) 0.002
------------ ------------ ------------ -----------
Total from investment
operations ................ 0.473 0.628 0.362 0.554
------------ ------------ ------------ -----------
Less Distributions
Dividends from net
investment income .......... (0.621) (0.628) ( 0.462) ( 0.554)
Dividends in excess of
investment income .......... (0.012) -- -- --
------------ ------------ ------------ -----------
Total distributions ........ (0.633) (0.628) ( 0.462) ( 0.554)
------------ ------------ ------------ -----------
Net Asset Value, End of
Period ....................... $ 9.74 $ 9.90 $ 9.90 $ 10.00
------------ ------------ ------------ -----------
Total Return .................. 4.95% 6.58% 3.67% 5.67%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period..... $221,825,136 $218,431,665 $218,167,491 $48,531,206
Ratio of expenses to
average net assets (2) ..... 0.78% 0.78% 0.78% 0.78%
Ratio of net investment
income to average net
assets ..................... 6.29% 6.33% 4.17% 4.53%
Portfolio turnover rate ...... 225% 47% 112% 3%
Ratio of expenses to
average net assets
before reimbursement
of expenses by the
Advisor (2) 0.93% 0.92% 1.00% 2.58%
Ratio of net investment
income to average net
assets before
reimbursement of
expenses by the
Advisor 6.13% 6.18% 3.95% 2.73%
</TABLE>
- ---------
(1) Commencement of operations.
(2) Through March 31, 1995, expense ratios include both the direct expenses of
the Smith Breeden Short Duration U.S. Government Fund, and the indirect
expenses incurred through the Fund's investment in the Smith Breeden
Institutional Short Duration U.S. Government Fund.
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
9
<PAGE>
SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
The Smith Breeden Series Fund (the "Trust") is an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended. The Fund offers shares in two series: the Smith Breeden Short
Duration U.S. Government Fund (the "Short Fund" or "Fund", formerly the Smith
Breeden Short Duration U.S. Government Series) and the Smith Breeden
Intermediate Duration U.S. Government Fund (formerly, the Smith Breeden
Intermediate Duration U.S. Government Series). The following is a summary of
accounting policies consistently followed by the Fund.
A. Security Valuation: Portfolio securities are valued at the current market
value provided by a pricing service, or by a bank or broker/dealer experienced
in such matters when over-the-counter market quotations are readily available.
Securities and other assets for which market prices are not readily available
are valued at fair market value as determined in accordance with procedures
approved by the Board of Trustees.
B. Repurchase Agreements: Repurchase agreements may be entered into with member
banks of the Federal Reserve System with total assets in excess of $500
million, and securities dealers, provided that such banks or dealers meet the
credit guidelines of the Fund's Board of Trustees. In a repurchase agreement,
the Fund acquires securities from a third party, with the commitment that they
will be repurchased by the seller at a fixed price on an agreed upon date. The
Fund's custodian maintains control or custody of the securities collateralizing
the repurchase agreement until maturity. The value of the collateral is
monitored daily, and, if necessary, additional collateral is received to ensure
that the market value of the collateral remains sufficient to protect the Fund
in the event of the seller's default. However, in the event of default or
bankruptcy of the seller, the Fund's right to the collateral may be subject to
legal proceedings.
C. Reverse Repurchase Agreements: A reverse repurchase agreement involves the
sale of portfolio assets together with an agreement to repurchase the same
assets later at a fixed price. Additional assets are maintained in a segregated
account with the custodian, and are marked to market daily. The segregated
assets may consist of cash, U.S. Government securities, or other liquid
high-grade debt obligations equal in value to the obligations under the reverse
repurchase agreements. In the event the buyer of securities under a reverse
repurchase agreement files for bankruptcy or becomes insolvent, the Fund's use
of the proceeds under the agreement may be restricted pending a determination
by the other party, or its trustee or receiver, whether to enforce the
obligation to repurchase the securities.
D. Dollar Roll Agreements: A dollar roll is an agreement to sell securities for
delivery in the current month and to repurchase substantially similar (same
type and coupon) securities on a specified future date. During the roll period,
principal and interest paid on these securities are not received. The Fund is
compensated by the difference between the current sales price and the forward
price for the future purchase (often referred to as the "drop") as well as by
earnings on the cash proceeds of the initial sale.
E. Distributions and Taxes: Dividends to shareholders are recorded on the
ex-dividend date. The Fund intends to continue to qualify for and elect the
special tax treatment afforded regulated investment companies under Subchapter
M of the Internal Revenue Code, thereby relieving the Fund of Federal income
taxes. To so qualify, the Fund intends to distribute substantially all of its
net investment income and net realized capital gains, if any, less any
available capital loss carryforward. As of March 31, 1998, the Fund had a net
capital loss carryforward of $1,792,811, with $963,255 expiring on March 31,
2004, and $829,556 expiring on March 31, 2005.
F. Securities Transactions, Investment Income and Expenses: Securities
transactions are recorded on the trade date. Interest income is accrued daily,
and includes net amortization from the purchase of fixed-income securities.
Discounts and premiums on securities purchased are amortized over the life of
the respective securities. Gains or losses on the sale of securities are
calculated for accounting and tax purposes on the identified cost basis.
Expenses are accrued daily. Common expenses incurred by the Trust are allocated
among the funds comprising the Trust based on the ratio of net assets of each
fund to the combined net assets of the Trust. Other expenses are charged to
each fund on a specific identification basis.
10
<PAGE>
SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
1. SIGNIFICANT ACCOUNTING POLICIES -- Continued
G. Accounting Estimates: The preparation of financial statements in accordance
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the amounts of income
and expense during the reporting period. Actual results could differ from those
estimates.
2. FINANCIAL INSTRUMENTS
Derivative Financial Instruments Held or Issued for Purposes other than
Trading: Interest rate futures, swap, cap and option contracts are used for
risk management purposes in order to reduce fluctuations in the Fund's net
asset value relative to its targeted option-adjusted duration.
A. Futures Contracts: On entering into a futures contract, either cash or
securities in an amount equal to a certain percentage of the contract value
(initial margin) must be deposited with the futures broker. Subsequent payments
(variation margin) are made or received each day. The variation margin payments
equal the daily changes in the contract value and are recorded as unrealized
gains or losses. The Fund recognizes a realized gain or loss when the contract
is closed or expires equal to the difference between the value of the contract
at the time it was opened and the value at the time it was closed.
The Fund had the following open futures contracts as of March 31, 1998:
<TABLE>
<CAPTION>
Number of Expiration Unrealized
Type Contracts Position Month Gain/(Loss)
- ---------------------------- ----------- ---------- ----------------- --------------
<S> <C> <C> <C> <C>
5 Year Treasury ............ 39 Long June, 1998 $ (5,355)
10 Year Treasury ........... 86 Long June, 1998 (59,512)
3 Month Eurodollar ......... 95 Long June, 1998 (6,365)
3 Month Eurodollar ......... (60) Short March, 1999 (143,770)
3 Month Eurodollar ......... 50 Long September, 2001 159,775
----------
Total $ (55,227)
==========
</TABLE>
Futures transactions involve costs and may result in losses. The effective use
of futures depends on the Fund's ability to close futures positions at times
when the Fund's Advisor deems it desirable to do so. The use of futures also
involves the risk of imperfect correlation among movements in the values of the
securities underlying the futures purchased and sold by the Fund, of the
futures contract itself, and of the securities which are the subject of a
hedge.
The aggregate market value of investments pledged to cover margin requirements
for the open positions at March 31, 1998 was $396,802.
B. Interest Rate Swap Contracts: The Fund may enter into over-the-counter
transactions swapping interest rates. Interest rate swaps represent an
agreement between counterparties to exchange cash flows based on the difference
between two interest rates, applied to a notional principal amount for a
specified period. The most common type of interest rate swap involves the
exchange of fixed-rate cash flows for variable-rate cash flows. Interest rate
swaps do not involve the exchange of principal between the parties. The Fund's
interest rate swap contracts have been entered into on a net basis, i.e., the
two payment streams are netted out, with the Fund receiving or paying, as the
case may be, only the net amount of the two payments. As of March 31, 1998, the
Fund had three open interest rate swap contracts. In each of the contracts, the
Fund has agreed to pay a fixed rate and receive a floating rate. The floating
rate on the contracts resets quarterly and is the three month London Inter-Bank
Offered Rate ("LIBOR"). The Fund will not enter into interest rate swap
contracts unless the unsecured commercial paper, unsecured senior debt or the
claims-paying ability of the counterparty is rated either AA or A-1 or better
by Standard & Poor's Corporation, or Aa or P-1 or better by Moody's Investors
Service, Inc. (or is otherwise
11
<PAGE>
SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
2. FINANCIAL INSTRUMENTS -- Continued
acceptable to either agency) at the time of entering into such a transaction.
If the counterparty to the swap transaction defaults, the Fund will be limited
to contractual remedies pursuant to the agreements governing the transaction.
There is no assurance that interest rate swap contract counterparties will be
able to meet their obligations under the swap contracts or that, in the event
of default, the Fund will succeed in pursuing contractual remedies. The Fund
thus assumes the risk that it may be delayed in, or prevented from, receiving
payments owed to it under the swap contracts. Should interest rates move
unexpectedly, the Fund may not achieve the anticipated benefits of the interest
rate swaps, and may realize a loss. The Fund records gains and losses under
interest rate swap contracts as realized gains or losses on investments.
The Fund's interest payable on the interest rate swap contracts as of March 31,
1998 was $33,441, and swap contract interest receivable was $6,410. No
collateral is required under these contracts.
The purchase of an interest rate cap entitles the purchaser, to the extent that
a specified index exceeds a predetermined interest rate, to receive payments of
interest on a notional principal amount from the party selling such interest
rate caps. The Fund had one interest rate cap contract open at March 31, 1998.
3. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
Smith Breeden Associates, Inc. (the "Advisor"), a registered Investment
Advisor, provides the Fund with investment management services. As compensation
for these services, the Fund pays the Advisor a fee computed daily and payable
monthly at an annual rate equal to 0.70% of the Fund's average daily net
assets.
The Advisor has voluntarily agreed to reimburse normal business expenses of the
Fund through August 1, 1998 so that total direct and indirect operating
expenses do not exceed 0.78% of its average net assets. This voluntary
agreement may be terminated or modified at any time by the Advisor in its sole
discretion except that the Advisor has agreed to limit expenses of the Fund to
0.78% through August 1, 1998. For the year ended March 31, 1998, the Advisor
received $727,735 in fees and reimbursed the Fund $231,365.
The Fund has adopted a Distribution and Services Plan (the "Plan") under Rule
12b-1 under the Investment Company Act of 1940. The purpose of the Plan is to
permit the Advisor to compensate investment dealers and other persons involved
in servicing shareholder accounts for services provided and expenses incurred
in promoting the sale of shares of the Fund, reducing redemptions, or otherwise
maintaining or improving services provided to shareholders by such dealers or
other persons. The Plan provides for payments by the Advisor, out of the
advisory fee to dealers and other persons at the annual rate of up to 0.25% of
the Fund's average net assets, subject to the authority of the Trustees of the
Fund, to reduce the amount of payments permitted under the Plan or to suspend
the Plan for such periods as they may determine. Subject to these limitations,
the Advisor shall determine the amount of such payments and the purposes for
which they are made.
Certain officers and trustees of the Fund are also officers and directors of
the Advisor.
4. INVESTMENT TRANSACTIONS
During the year ended March 31, 1998 purchases and proceeds from sales of
securities, other than short-term investments, aggregated $653,578,765 and
$688,170,564 respectively for the Fund. The cost of the Fund's securities for
federal income tax purposes at March 31, 1998, is $104,798,966. Net unrealized
depreciation of investments, short sales and futures contracts consists of:
<TABLE>
<S> <C>
Gross unrealized appreciation $ 1,838,234
Gross unrealized depreciation (3,040,381)
-------------
Net unrealized depreciation $ (1,202,147)
=============
</TABLE>
12
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Trustees and Shareholders,
Smith Breeden Short Duration U.S. Government Fund of the Smith Breeden Series
Fund:
We have audited the accompanying statements of assets and liabilities,
including the schedule of investments, of the Smith Breeden Short Duration U.S.
Government Fund (formerly "Smith Breeden Short Duration U.S. Government
Series") of the Smith Breeden Series Fund (the "Fund") as of March 31, 1998,
and the related statements of operations for the year then ended, the
statements of changes in net assets for each of the years in the two-year
period then ended and the financial highlights for each of the years in the
five-year period presented. These financial statements and the financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and the financial
highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at March
31, 1998 by correspondence with the custodian and brokers, and where replies
were not received, we performed other auditing procedures. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements and financial highlights referred to
above present fairly, in all material respects, the financial positions of the
Smith Breeden Short Duration U.S. Government Fund of the Smith Breeden Series
Fund as of March 31, 1998, the results of its operations, the changes in its
net assets, and the financial highlights for the respective stated periods in
conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Princeton, New Jersey
May 15, 1998
13
<PAGE>
SMITH BREEDEN INTERMEDIATE DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
PERFORMANCE REVIEW
The Smith Breeden Intermediate Duration U.S. Government Fund provided a
total return of 10.65% in the year ending March 31, 1998. By comparison, the
return on the Fund's benchmark, the Salomon Smith Barney Mortgage Index, was
10.92%. The one-year return for the five-year U.S. Treasury Note, which is
comparable in interest rate risk to the Fund, was 10.52%. The return on the
average Government Mortgage mutual fund for the year was 10.15%, as measured by
Morningstar. Over five years, the Fund has returned 7.27%, versus the 5.80%
return on the average Government Mortgage Fund, and the 7.05% return on the
Salomon Smith Barney Mortgage Index. Since the Fund's inception, its return of
8.51% has exceeded that of its benchmark by 0.29% on an annualized basis. The
graph below plots the Fund's return versus its benchmark, which as noted in the
graph, changed effective January 1, 1994. The graph also shows the Fund's
return versus the average return of the Morningstar's Government Mortgage Fund
category.
[GRAPHIC OMITTED]
Interest rates declined in the year, with the five-year U.S. Treasury Note
yield dropping 1.12%, from 6.74% at March 31, 1997 to 5.62% at March 31, 1998.
At the short end of the yield curve, the yield on the six-month U.S. T-Bill
fell from 5.54% to 5.26%, or just 0.28%. This overall flattening in the yield
curve resulted from a combination of economic events. The Federal Government
budget deficit declined, which reduced the U.S. Treasury's need to issue new
debt. The resultant reduction in supply of U.S. Treasury securities helped
drive yields down. Financial turmoil in Asia made U.S. Treasury securities even
more popular as a financial safe-harbor, increasing demand for U.S. Treasury
debt while supply was falling. Meanwhile, the Federal Reserve continued to be
watchful for signs of inflation amid strong economic growth and unemployment at
thirty-year lows, and they maintained their short-term rate at 5.50%. This
placed a floor under short-term rates, preventing a significant decline in
yields on Treasury Bills, and the result was a flatter yield curve.
The Fund's return over the return on comparable-duration U.S. Treasury
Notes was due to three factors:
1) The higher yield offered by mortgage-backed securities as compared to
U.S. Treasury securities,
2) The decline in expectations of future interest rate volatility, and
3) How the fund was positioned within the mortgage sector.
14
<PAGE>
SMITH BREEDEN INTERMEDIATE DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
Expectations of future interest rate volatility declined in tandem with
the fall in interest rates. Mortgage-backed securities perform best in steady
interest rate environments, and so investors are willing to pay comparatively
more for mortgages when they expect stable interest rates. The decline in
expected interest rate volatility occurred despite some unsettled periods
during the year, especially at the height of the recent Asian crisis. As
long-term interest rates fell below 6.0% at the end of the third quarter of
1997, many mortgage investors braced for an expected surge in prepayments, and
longer-duration mortgages underperformed comparable U.S. Treasury securities.
The benign effect of declining volatility was enough, however, to outweigh the
effect of faster prepayments for the mortgage sector as a whole.
Given the decline in interest rates in the year, we adjusted the level of
prepayment risk to which the Fund was exposed. The weighting of fixed-rate
mortgages, which are more susceptible than adjustable-rate mortgages to poor
performance when prepayments are high, was reduced from 73% of net assets in
March 1997, to 57% of net assets in March 1998. We raised the level of
short-term cash investments in the fund by a comparable amount. The fund's
investment in adjustable-rate mortgages remained steady at about 30% of net
assets. Within the fixed-rate segment of the portfolio, we reduced the range of
coupons from 7.0%-9.5% to 6.0%-7.5%. Higher coupon fixed-rate mortgages see
faster prepayments when interest rates fall significantly as homeowners have
the opportunity to refinance their mortgages at lower rates.
15
<PAGE>
SMITH BREEDEN INTERMEDIATE DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS MARCH 31, 1998
<TABLE>
<CAPTION>
Market
Face Amount Security Value
- ---------------- ----------------------------------------------------------------------- ----------------
<S> <C> <C>
U.S. GOVERNMENT & AGENCY OBLIGATIONS -- 119.62%
Freddie Mac -- 30.61% (1)
FH Gold
$ 2,000,000 6.00%, due date to be announced ....................................... $ 1,971,017
9,950,001 6.50%, due 2/1/28 to 3/1/28 ........................................... 9,852,906
-------------
11,823,923
-------------
Fannie Mae -- 51.25% (1)
FN
13,129,998 6.50%, due 1/1/28 to 3/1/28 ........................................... 12,986,239
739,097 6.98%, due 6/1/07 ..................................................... 769,228
2,540,268 7.00%, due 1/1/28 to 2/1/28 ........................................... 2,566,380
3,400,000 7.50%, due date to be announced ....................................... 3,486,195
-------------
19,808,042
-------------
Government National Mortgage Association -- 37.55% (1)
GNMA
3,035,275 7.00%, due 3/15/26 to 1/15/28 ......................................... 3,067,892
GNMA ARM
3,029,997 5.00%, due 2/20/28 .................................................... 3,015,425
2,000,000 5.00%, due date to be announced ....................................... 1,989,688
2,986,617 5.50%, due 11/20/27 ................................................... 3,010,007
1,854,871 7.00%, due 3/20/16 to 8/20/18 ......................................... 1,906,272
1,479,719 7.375%, due 6/20/16 to 4/20/22 ........................................ 1,520,438
-------------
14,509,722
-------------
U.S. Treasury Bills -- 0.21%
10,000 5.11%, due 8/20/98 (2) ................................................ 9,801
70,000 5.51%, due 5/28/98 (2) ................................................ 69,440
-------------
79,241
-------------
TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS (Cost $46,188,181).......... 46,220,928
-------------
TOTAL INVESTMENTS (Cost $46,188,181)--119.62%.......................... 46,220,928
-------------
Short Sales -- (33.27%)
(13,000,000) FN 6.50%, due date to be announced (3) ................................ (12,855,070)
-------------
(12,855,070)
-------------
Cash and Other Assets Less Liabilities -- 13.65% ...................... 5,276,021
-------------
NET ASSETS -- 100.00% ................................................. $ 38,641,879
=============
</TABLE>
- ---------
(1) Mortgage-backed obligations are subject to principal paydowns as a result
of prepayments or refinancings of the underlying mortgage instruments. As
a result, the average life may be substantially less than the original
maturity. ARMs have coupon rates that adjust periodically. The interest
rate shown is the rate in effect at March 31, 1998. The adjusted rate is
determined by adding a spread to a specified index.
(2) Security is held as collateral by Carr Futures, Inc. The interest rate
shown is the discount rate paid at time of purchase.
(3) Short sale represents the sale "against the box" of $13,000,000 FN 6.50%
securities owned by the fund.
Portfolio Abbreviations:
ARM -- Adjustable-Rate Mortgage
FH -- Freddie Mac
FN -- Fannie Mae
GNMA -- Government National Mortgage Association
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
16
<PAGE>
SMITH BREEDEN INTERMEDIATE DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1998
<TABLE>
<S> <C>
Assets
Investments at market value (identified cost $46,188,181)(Note 1)........................ $ 46,220,928
Receivables: ............................................................................
Subscriptions ......................................................................... 157,910
Interest .............................................................................. 228,512
Securities sold ....................................................................... 20,849,757
Due from Advisor (Note 3) ............................................................. 1,021
Other assets ............................................................................ 5,479
------------
Total Assets .......................................................................... 67,463,607
------------
Liabilities
Bank overdraft .......................................................................... 458,254
Short sales at market value (proceeds $12,874,063)....................................... 12,855,070
Payables:
Variation margin on futures contracts (Note 2) ........................................ 5,623
Securities purchased .................................................................. 15,429,655
Redemptions ........................................................................... 32,575
Distributions ......................................................................... 4,236
Accrued expenses ........................................................................ 36,315
------------
Total Liabilities ..................................................................... 28,821,728
------------
Net Assets
(Applicable to outstanding shares of 3,865,492; unlimited number of shares of beneficial
interest authorized; no stated par) ................................................... $ 38,641,879
============
Net asset value, offering price and redemption price per share ($38,641,879 / 3,865,492) $ 10.00
============
Source of Net Assets
Paid in capital ......................................................................... $ 38,590,422
Overdistributed net investment income ................................................... (134,448)
Accumulated net realized gains on investments ........................................... 123,366
Net unrealized appreciation of investments .............................................. 62,539
------------
Net Assets ........................................................................... $ 38,641,879
============
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
17
<PAGE>
SMITH BREEDEN INTERMEDIATE DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1998
<TABLE>
<S> <C>
Investment Income
Interest and discount earned, net of premium amortization (Note 1) ...... $2,516,399
Expenses
Advisory fees (Note 3) .................................................. 271,230
Accounting and pricing services fees .................................... 39,913
Custodian fees .......................................................... 15,432
Audit & tax preparation fees ............................................ 19,794
Legal fees .............................................................. 18,482
Transfer agent fees ..................................................... 30,564
Registration fees ....................................................... 12,333
Trustees fees and expenses .............................................. 18,125
Insurance ............................................................... 10,881
Other ................................................................... 2,056
----------
Total Expenses Before Reimbursement ................................... 438,810
Expenses reimbursed by Advisor (Note 3) ............................... (97,835)
----------
Net Expenses .......................................................... 340,975
----------
Net Investment Income ................................................. 2,175,424
----------
Realized and Unrealized Gain (Loss) on Investments
Net realized gain on investments ........................................ 1,835,038
Change in unrealized appreciation (depreciation) of investments ......... (73,907)
----------
Net realized and unrealized gain on investments ......................... 1,761,131
----------
Net increase in net assets resulting from operations .................... $3,936,555
==========
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18
<PAGE>
SMITH BREEDEN INTERMEDIATE DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
March 31, 1998 March 31, 1997
---------------- ---------------
<S> <C> <C>
Operations
Net investment income .................................................... $ 2,175,424 $ 2,303,301
Net realized (loss) gain on investments .................................. 1,835,038 (82,705)
Change in unrealized appreciation (depreciation) of investments .......... (73,907) (93,993)
------------- ------------
Net increase in net assets resulting from operations ..................... 3,936,555 2,126,603
------------- ------------
Distributions to Shareholders
Dividends from net investment income ..................................... (2,175,424) (2,260,030)
Dividends in excess of net investment income ............................. (10,140) --
Distributions from net realized gains on investments ..................... (880,968) (943,662)
------------- ------------
Total distributions ...................................................... (3,066,532) (3,203,692)
------------- ------------
Capital Share Transactions
Shares sold .............................................................. 34,884,833 1,730,791
Shares issued on reinvestment of distributions ........................... 1,570,705 935,335
Shares redeemed .......................................................... (36,419,207) (300,452)
------------- ------------
Increase in net assets resulting from capital share transactions (a) ..... 36,331 2,365,674
------------- ------------
Total Increase in Net Assets ........................................... 906,354 1,288,585
Net Assets
Beginning of period ...................................................... 37,735,525 36,446,940
------------- ------------
End of period ............................................................ $ 38,641,879 $ 37,735,525
============= ============
(a) Transactions in capital shares were as follows:
Shares sold ............................................................. 3,494,156 174,344
Shares issued on reinvestment of distributions .......................... 157,456 94,439
Shares redeemed ......................................................... (3,664,130) (30,101)
------------- ------------
Net increase (decrease) ................................................. (12,518) 238,682
Beginning balance ....................................................... 3,878,010 3,639,328
------------- ------------
Ending balance .......................................................... 3,865,492 3,878,010
============= ============
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
SMITH BREEDEN INTERMEDIATE DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
The following average per share data, ratios and supplemental information
have been derived from information provided in the financial statements.
<TABLE>
<CAPTION>
Year Year
Ended Ended
March 31, March 31,
1998 1997
--------------- ---------------
<S> <C> <C>
Net Asset Value, Beginning
of Period ......................... $ 9.73 $ 10.01
---------- ----------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income ............. 0.590 0.599
Net realized and unrealized
(loss) gain on
investments ..................... 0.419 ( 0.024)
----------- -----------
Total from investment
operations ..................... 1.009 0.575
----------- -----------
LESS DISTRIBUTIONS
Dividends from net
investment income ............... ( 0.561) ( 0.604)
Dividends in excess of net
investment income ............... -- --
Distributions from net
realized gains on
investments ..................... ( 0.178) ( 0.251)
Distributions in excess of
net realized gains on
investments ..................... -- --
----------- -----------
Total distributions ............. ( 0.739) ( 0.855)
Net Asset Value, End of
Period ............................ $ 10.00 $ 9.73
----------- -----------
Total Return ....................... 10.65% 5.92%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period ......... $38,641,879 $37,735,525
Ratio of expenses to
average net assets (2) .......... 0.88% 0.88%
Ratio of net investment
income to average net
assets .......................... 5.61% 6.19%
Portfolio turnover rate ........... 583% 409%
Ratio of expenses to
average net assets
before reimbursement of
expenses by the Advisor 1.13% 1.16%
Ratio of net investment
income to average net
assets before
reimbursement of
expenses by the Advisor 5.36% 5.92%
<CAPTION>
For the period
Year Year Year March 31,
Ended Ended Ended 1992 (1)
March 31, March 31, March 31, to March 31,
1996 1995 1994 1993
---------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period ......................... $ 9.83 $ 10.01 $ 10.62 $ 10.00
----------- ----------- ---------- ----------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income ............. 0.660 0.664 1.050 0.826
Net realized and unrealized
(loss) gain on
investments ..................... 0.277 ( 0.049) ( 0.601) 0.621
------------ ------------ ----------- -----------
Total from investment
operations ..................... 0.937 0.615 0.449 1.447
------------ ------------ ----------- -----------
LESS DISTRIBUTIONS
Dividends from net
investment income ............... ( 0.656) ( 0.664) ( 1.044) ( 0.826)
Dividends in excess of net
investment income ............... -- ( 0.108) -- --
Distributions from net
realized gains on
investments ..................... ( 0.101) -- ( 0.015) --
Distributions in excess of
net realized gains on
investments ..................... -- ( 0.022) -- --
------------ ------------ ----------- -----------
Total distributions ............. ( 0.757) ( 0.794) ( 1.059) ( 0.826)
Net Asset Value, End of
Period ............................ $ 10.01 $ 9.83 $ 10.01 $ 10.62
------------ ------------ ----------- -----------
Total Return ....................... 9.69% 6.10% 4.11% 14.93%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period ......... $ 36,446,940 $ 34,797,496 $ 6,779,666 $ 2,923,913
Ratio of expenses to
average net assets (2) .......... 0.90% 0.90% 0.90% 0.82%
Ratio of net investment
income to average net
assets .......................... 6.49% 6.20% 7.74% 8.18%
Portfolio turnover rate ........... 193% 557% 84% 42%
Ratio of expenses to
average net assets
before reimbursement of
expenses by the Advisor 1.14% 2.33% 2.34% 17.52%
Ratio of net investment
income to average net
assets before
reimbursement of
expenses by the Advisor 6.26% 4.77% 6.30% -8.52%
</TABLE>
- ---------
(1) Commencement of operations.
(2) Through August 1, 1994, expense ratios include both the direct expenses of
the Intermediate Duration U.S. Government Fund, and the indirect expenses
incurred through the Fund's investment in the Smith Breeden Institutional
Intermediate Duration U.S. Government Fund.
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
SMITH BREEDEN INTERMEDIATE DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
The Smith Breeden Series Fund (the "Trust") is an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended. The Fund offers shares in two series: the Smith Breeden Short
Duration U.S. Government Fund (formerly the Smith Breeden Short Duration U.S.
Government Series) and the Smith Breeden Intermediate Duration U.S. Government
Fund (the "Fund", formerly, the Smith Breeden Intermediate Duration U.S.
Government Series). The following is a summary of accounting policies
consistently followed by the Fund.
A. Security Valuation: Portfolio securities are valued at the current market
value provided by a pricing service, or by a bank or broker/dealer experienced
in such matters when over-the-counter market quotations are readily available.
Securities and other assets for which market prices are not readily available
are valued at fair market value as determined in accordance with procedures
approved by the Board of Trustees.
B. Repurchase Agreements: Repurchase agreements may be entered into with member
banks of the Federal Reserve System with total assets in excess of $500
million, and securities dealers, provided that such banks or dealers meet the
credit guidelines of the Fund's Board of Trustees. In a repurchase agreement,
the Fund acquires securities from a third party, with the commitment that they
will be repurchased by the seller at a fixed price on an agreed upon date. The
Fund's custodian maintains control or custody of the securities collateralizing
the repurchase agreement until maturity. The value of the collateral is
monitored daily, and, if necessary, additional collateral is received to ensure
that the market value of the collateral remains sufficient to protect the Fund
in the event of the seller's default. However, in the event of default or
bankruptcy of the seller, the Fund's right to the collateral may be subject to
legal proceedings.
C. Reverse Repurchase Agreements: A reverse repurchase agreement involves the
sale of portfolio assets together with an agreement to repurchase the same
assets later at a fixed price. Additional assets are maintained in a segregated
account with the custodian, and are marked to market daily. The segregated
assets may consist of cash, U.S. Government securities, or other liquid
high-grade debt obligations equal in value to the obligations under the reverse
repurchase agreements. In the event the buyer of securities under a reverse
repurchase agreement files for bankruptcy or becomes insolvent, the Fund's use
of the proceeds under the agreement may be restricted pending a determination
by the other party, or its trustee or receiver, whether to enforce the
obligation to repurchase the securities.
D. Dollar Roll Agreements: A dollar roll is an agreement to sell securities for
delivery in the current month and to repurchase substantially similar (same
type and coupon) securities on a specified future date. During the roll period,
principal and interest paid on these securities are not received. The Fund is
compensated by the difference between the current sales price and the forward
price for the future purchase (often referred to as the "drop") as well as by
earnings on the cash proceeds of the initial sale.
E. Distributions and Taxes: Dividends to shareholders are recorded on the
ex-dividend date. The Fund intends to continue to qualify for and elect the
special tax treatment afforded regulated investment companies under Subchapter
M of the Internal Revenue Code, thereby relieving the Fund of Federal income
taxes. To so qualify, the Fund intends to distribute substantially all of its
net investment income and net realized capital gains, if any, less any
available capital loss carryforward. As of March 31, 1998, the Fund had no
capital loss carryforward.
F. Securities Transactions, Investment Income and Expenses: Interest income is
accrued daily, and includes net amortization from the purchase of fixed-income
securities. Discounts and premiums on securities purchased are amortized over
the life of the respective securities. Securities transactions are recorded on
the trade date. Gains or losses on the sale of securities are calculated for
accounting and tax purposes on the identified cost basis.
Expenses are accrued daily. Common expenses incurred by the Trust are allocated
among the funds comprising the Trust based on the ratio of net assets of each
fund to the combined net assets of the Trust. Other expenses are charged to
each fund on a specific identification basis.
21
<PAGE>
SMITH BREEDEN INTERMEDIATE DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
1. SIGNIFICANT ACCOUNTING POLICIES -- Continued
G. Accounting Estimates: The preparation of financial statements in accordance
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the amounts of income
and expense during the reporting period. Actual results could differ from those
estimates.
2. FINANCIAL INSTRUMENTS
A. Derivative Financial Instruments Held or Issued for Purposes other than
Trading: The Fund uses interest rate futures contracts for risk management
purposes in order to reduce fluctuations in the Fund's net asset value relative
to its targeted option-adjusted duration. On entering into a futures contract,
either cash or securities in an amount equal to a certain percentage of the
contract value (initial margin) must be deposited with the futures broker.
Subsequent payments (variation margin) are made or received by the Fund each
day. The variation margin payments equal the daily changes in the contract
value and are recorded as unrealized gains or losses. The Fund recognizes a
realized gain or loss when the contract is closed or expires equal to the
difference between the value of the contract at the time it was opened and the
value at the time it was closed.
The Fund had the following open futures contracts as of March 31, 1998:
<TABLE>
<CAPTION>
Number of Expiration Unrealized
Type Contracts Position Month Gain/(Loss)
- -------------------------- ----------- ---------- ------------ ------------
<S> <C> <C> <C> <C>
5 Year Treasury .......... 190 Long June, 1998 $ (4,960)
10 Year Treasury ......... (240) Short June, 1998 15,759
---------
Total $ 10,799
=========
</TABLE>
Futures transactions involve costs and may result in losses. The effective use
of futures depends on the Fund's ability to close futures positions at times
when the Fund's Advisor deems it desirable to do so. The use of futures also
involves the risk of imperfect correlation among movements in the values of the
securities underlying the futures purchased and sold by the Fund, of the
futures contract itself, and of the securities which are the subject of a
hedge.
The aggregate market value of investments pledged to cover margin requirements
for the open positions at March 31, 1998 was $79,241.
3. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
Smith Breeden Associates, Inc. (the "Advisor"), a registered Investment
Advisor, provides the Fund with investment management services. As compensation
for these services, the Fund pays the Advisor a fee computed daily and payable
monthly, at an annual rate equal to 0.70% of the Fund's average daily net
assets.
The Advisor has voluntarily agreed to reduce or otherwise limit other expenses
of the Fund (excluding advisory fees and litigation, indemnification and other
extraordinary expenses) to 0.88% of the Fund's average daily net assets. This
voluntary agreement may be terminated or modified at any time by the Advisor in
its sole discretion except that the Advisor has agreed to limit expenses of the
Fund to 0.88% through August 1, 1998. For the year ended March 31, 1998, the
Advisor received fees of $271,230 and reimbursed the Fund $97,835.
The Fund has adopted a Distribution and Services Plan (the "Plan") under Rule
12b-1 under the Investment Company Act of 1940. The purpose of the Plan is to
permit the Advisor to compensate investment dealers and other persons involved
in servicing shareholder accounts for services provided and expenses incurred
in promoting the sale of shares of the Fund, reducing redemptions, or otherwise
maintaining or improving services provided to shareholders by such dealers or
other persons. The Plan provides for payments by the Advisor, out of the
advisory fee to dealers and other persons at the annual rate of up to 0.25% of
the Fund's average net assets, subject to the authority of the Trustees of the
Fund, to reduce the amount of payments permitted under the Plan or
22
<PAGE>
SMITH BREEDEN INTERMEDIATE DURATION U.S. GOVERNMENT FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
3. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES -- Continued
to suspend the Plan for such periods as they may determine. Subject to these
limitations, the Advisor shall determine the amount of such payments and the
purposes for which they are made.
Certain officers and trustees of the Fund are also officers and directors of
the Advisor.
4. INVESTMENT TRANSACTIONS
During the year ended March 31, 1998, purchases and proceeds from sales of
securities, other than short-term investments, aggregated $211,174,973 and
$216,659,693, respectively. The purchases and proceeds shown above do not
include dollar roll agreements which are considered borrowings by the Fund. The
cost of securities for federal income tax purposes is $46,188,181. Net
unrealized appreciation of investments, short sales and futures contracts
consist of:
<TABLE>
<S> <C>
Gross unrealized appreciation ........ $ 151,962
Gross unrealized depreciation ........ (89,423)
---------
Net unrealized appreciation .......... $ 62,539
=========
</TABLE>
23
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Trustees and Shareholders,
Smith Breeden Intermediate Duration U.S. Government Fund of the Smith Breeden
Series Fund:
We have audited the accompanying statements of assets and liabilities,
including the schedule of investments, of the Smith Breeden Intermediate
Duration U.S. Government Fund (formerly "Smith Breeden Intermediate Duration
U.S. Government Series") of the Smith Breeden Series Fund (the "Fund") as of
March 31, 1998, and the related statements of operations for the year then
ended, the statements of changes in net assets for each of the years in the
two-year period then ended and the financial highlights for each of the years
in the five-year period presented. These financial statements and the financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and the financial
highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at March
31, 1998 by correspondence with the custodian and brokers, and where replies
were not received, we performed other auditing procedures. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements and financial highlights referred to
above present fairly, in all material respects, the financial positions of the
Smith Breeden Intermediate Duration U.S. Government Fund of the Smith Breeden
Series Fund as of March 31, 1998, the results of its operations, the changes in
its net assets, and the financial highlights for the respective stated periods
in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Princeton, New Jersey
May 15, 1998
24
<PAGE>
SMITH BREEDEN EQUITY MARKET PLUS FUND
- --------------------------------------------------------------------------------
PERFORMANCE REVIEW
The Smith Breeden Equity Market Plus Fund provided a total return of
45.71% in the year ending March 31, 1998. The S&P 500 return for the same
period was 48.00%. The one-year return on the average Growth and Income Fund
was 41.23%, as measured by Morningstar. This placed the fund in the top 30% of
the Growth and Income category. The five-year return on the Fund was 22.89%,
versus 22.38% for the S&P 500 and 19.31% for the average Growth and Income
fund. Since the Fund's inception on June 30, 1992, its return has exceeded that
of the S&P 500 by 1.08% on an annualized basis. The graph below plots the
Fund's return versus its benchmark and versus the average return of Growth and
Income Funds, as measured by Morningstar.
[GRAPHIC OMITTED]
With strong growth in the economy, average earnings for companies in the
S&P 500 grew by about 8% in the year to March 31, 1998. This level of earnings
growth is in line with the average annual growth in earnings for recent
decades. The factor primarily responsible for the outstanding stock market
performance was the decline in interest rates. The yield on the thirty-year
U.S. Treasury Bond fell from 7.09% at March 31, 1997 to 5.94% at March 31,
1998. An investment in stocks is in some respects similar to an investment in a
long-term bond: with both, the investor is buying a series of future cash
flows. In the case of bonds, the investor is buying future coupon payments. In
the case of stocks, the investor buys future earnings of the company. When
interest rates fall, the bond investor is willing to pay more for future coupon
payments. Likewise when interest rates fall, the stock investor is willing to
pay more for future earnings, and so the price of stocks generally rises.
The Equity Market Plus Fund invests in a combination of fixed income
securities and S&P 500 Index futures contracts. The return on S&P 500 futures
contracts generally tracks the return on the S&P 500 index, less an implied
funding cost. The advantage in using futures is that no initial investment is
required to purchase a futures contract, beyond the requirement to deposit cash
or Treasury Bills worth about 4% of the value of the contract with the broker.
This leaves 96% of the Fund's assets available for investment in other
securities. The objective of the fixed-income segment of the Fund is to provide
a return, after expenses, exceeding the implied funding cost of the futures
contracts.
25
<PAGE>
SMITH BREEDEN EQUITY MARKET PLUS FUND
- --------------------------------------------------------------------------------
We invested the fixed-income segment of the fund in a combination of
fixed-rate mortgages, adjustable-rate mortgages and money-market investments.
In addition, interest rate futures and options were used to reduce the interest
rate risk of the fixed income segment to a cash-equivalent level. We held the
weighting in fixed-rate mortgages, which have higher prepayment risk than
adjustable-rate mortgages, below 20% of assets through late 1997. As mortgage
prices adjusted to reflect the higher prepayment risk created by the fall in
interest rates, the fixed-rate sector became relatively more attractive, and we
increased the fund holdings to 38% of net assets as of March 31, 1998. The
level of cash in the fund remained at about 20% during the year.
The Fund grew by a factor of ten in the year, with net assets rising from
$13 million at March 31, 1997 to $136 million at March 31, 1998. The Fund was
successful in investing those large new inflows quickly at a very competitive
rate of return.
26
<PAGE>
SMITH BREEDEN EQUITY MARKET PLUS FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS MARCH 31, 1998
<TABLE>
<CAPTION>
Market
Face Amount Security Value
- -------------- ------------------------------------------------------ --------------
<S> <C> <C>
U.S. GOVERNMENT & AGENCY OBLIGATIONS -- 79.41%
Freddie Mac -- 22.72% (1)
FH Gold
$ 3,000,000 6.00%, due date to be announced ...................... $ 2,956,523
20,000,000 6.50%, due date to be announced ...................... 20,073,437
8,032,880 6.50%, due 4/1/13 to 12/1/27 ......................... 7,954,493
69,434 9.50%, due 7/1/02 .................................... 71,785
-----------
31,056,238
-----------
Fannie Mae -- 7.82% (1)
FN
10,000,000 7.00%, due date to be announced ...................... 10,087,891
90,361 12.50%, due 9/1/12 ................................... 103,883
62,799 13.50%, due 1/1/15 ................................... 73,181
FN ARM
411,705 7.732%, due 9/1/18 ................................... 428,714
-----------
10,693,669
-----------
Government National Mortgage Association -- 45.70% (1)
GNMA
5,000,000 7.00%, due 3/15/28 ................................... 5,053,730
4,796,293 7.50%, due 9/15/27 to 12/15/27 ....................... 4,920,882
GNMA ARM
22,500,292 5.00%, due 1/20/28 to 3/20/28 ........................ 22,392,086
3,000,000 5.00%, due date to be announced ...................... 2,984,531
18,830,860 5.50%, due 10/20/27 to 3/20/28 ....................... 18,938,435
4,928,547 6.00%, due 1/20/28 ................................... 5,000,207
1,678,743 7.00%, due 2/20/16 to 9/20/22 ........................ 1,722,673
1,403,411 7.375%, due 5/20/16 to 5/20/22 ....................... 1,442,494
-----------
62,455,038
-----------
U.S. Treasury Obligations -- 3.17% (2)
400,000 5.11% Bill, due 8/20/98 (3) .......................... 392,026
800,000 5.14% Bill, due 10/15/98 (3) ......................... 777,717
750,000 5.20% Bill, due 5/28/98 (3) .......................... 743,825
500,000 5.25% Bill, due 8/20/98 (3) .......................... 490,032
100,000 5.32% Bill, due 5/28/98 (3) .......................... 99,200
830,000 5.52% Bill, due 5/28/98 (3) .......................... 823,363
1,000,000 5.50% Note, due 11/15/98 (3) ......................... 1,000,000
-----------
4,326,163
-----------
TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS
(Cost $108,614,137) .................................. 108,531,108
-----------
</TABLE>
27
<PAGE>
SMITH BREEDEN EQUITY MARKET PLUS FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS (continued) MARCH 31, 1998
<TABLE>
<CAPTION>
Market
Contracts Security Value
- -------------- ----------------------------------------------------------------------- ----------------
<S> <C> <C>
Options Contracts -- 0.09%
115 Call on Ten-Year US Treasury Note Futures, expires 5/98, strike price
$114.0 ................................................................ $ 28,751
60 Call on Ten-Year US Treasury Note Futures, expires 5/98, strike price
$117.0................................................................. 1,875
91 Put on Five-Year US Treasury Note Futures, expires 5/98, strike price
$107.5................................................................. 12,787
60 Put on Five-Year US Treasury Note Futures, expires 5/98, strike price
$108.0................................................................. 14,053
153 Put on Five-Year US Treasury Note Futures, expires 5/98, strike price
$108.5................................................................. 59,766
-------------
Total Options Contracts (Cost $211,000)................................ 117,252
-------------
Total Investments (Cost $108,825,137)--78.50%.......................... 108,648,360
Face Amount Repurchase Agreements -- 44.63%
- --------------
$33,500,000 Merrill Lynch, 5.84%, due 4/6/99 dated 3/30/98 ........................ 33,500,000
27,500,000 Dresdner Kleinworth Benson, 5.80%, due 4/2/98 dated 3/26/98 ........... 27,500,000
-------------
61,000,000
-------------
Liabilities, Less Cash and Other Assets -- (24.13%) ................... (32,980,921)
-------------
NET ASSETS -- 100.00% ................................................. $ 138,667,439
=============
</TABLE>
- ---------
(1) Mortgage-backed obligations are subject to principal paydowns as a result
of prepayments or refinancings of the underlying mortgage instruments. As
a result, the average life may be substantially less than the original
maturity. ARMs have coupon rates that adjust periodically. The interest
rate shown is the rate in effect at March 31, 1998. The adjusted rate is
determined by adding a spread to a specified index.
(2) The interest rate shown for U.S. Treasury Bills is the discount rate paid
at the time of purchase by the Fund.
(3) Security is held as collateral by Carr Futures, Inc.
Portfolio Abbreviations:
ARM -- Adjustable-Rate Mortgage
FH -- Freddie Mac
FN -- Fannie Mae
GNMA -- Government National Mortgage Association
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
28
<PAGE>
SMITH BREEDEN EQUITY MARKET PLUS FUND
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1998
<TABLE>
<S> <C>
Assets
Investments at market value (identified cost $108,825,137) (Note 1)...................... $ 108,648,360
Cash .................................................................................... 118,315
Repurchase Agreements (Cost $61,000,000) (Note 1) ....................................... 61,000,000
Receivables:
Variation margin on futures contracts (Note 2) ........................................ 1,644,132
Subscriptions ......................................................................... 1,231,913
Interest .............................................................................. 483,578
Maturities ............................................................................ 1,096
Securities sold ....................................................................... 10,152,396
Other Assets ............................................................................ 11,697
--------------
Total Assets .......................................................................... 183,291,487
--------------
Liabilities
Payables:
Redemptions ........................................................................... 78,039
Securities purchased .................................................................. 46,395,547
Due to Advisor (Note 3) ................................................................. 46,231
Accrued expenses ........................................................................ 104,231
--------------
Total Liabilities ..................................................................... 46,624,048
--------------
Net Assets
(Applicable to outstanding shares of 8,107,634; unlimited number of shares of beneficial
interest authorized; no stated par) ................................................... $ 136,667,439
==============
Net asset value, offering price and redemption price per share ($136,667,439 / 8,107,634) $ 16.86
==============
Source of Net Assets
Paid in capital ......................................................................... $ 119,446,947
Undistributed net investment income ..................................................... 312,398
Accumulated net realized gain on investments ............................................ 7,822,813
Net unrealized appreciation of investments .............................................. 9,085,281
--------------
Net Assets ............................................................................ $ 136,667,439
==============
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
29
<PAGE>
SMITH BREEDEN EQUITY MARKET PLUS FUND
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1998
<TABLE>
<S> <C>
Investment Income
Interest and discount earned, net of premium amortization (Note 1) ...... $ 3,441,096
Expenses
Advisory fees (Note 3) .................................................. 423,706
Accounting and pricing services fees .................................... 42,554
Custodian fees .......................................................... 30,546
Audit and tax preparation fees .......................................... 24,323
Legal fees .............................................................. 19,115
Amortization of organization expenses (Note 1) .......................... 6,929
Transfer agent fees ..................................................... 78,658
Registration fees ....................................................... 78,391
Trustees fees and expenses .............................................. 30,267
Insurance expense ....................................................... 9,338
Other ................................................................... 3,881
-----------
Total Expenses Before Reimbursement ................................... 747,708
Expenses reimbursed by Advisor (Note 3) ............................... (215,049)
-----------
Net Expenses .......................................................... 532,659
-----------
Net Investment Income ................................................. 2,908,437
-----------
Realized and Unrealized Gain on Investments
Net realized gain on investments ........................................ 9,514,596
Change in unrealized appreciation (depreciation) of investments ......... 9,573,592
-----------
Net realized and unrealized gain on investments ......................... 19,088,188
-----------
Net increase in net assets resulting from operations .................... $21,996,625
===========
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
30
<PAGE>
SMITH BREEDEN EQUITY MARKET PLUS FUND
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
March 31, 1998 March 31, 1997
---------------- ---------------
<S> <C> <C>
Operations
Net investment income .................................................... $ 2,908,437 $ 406,086
Net realized gain on investments ......................................... 9,514,596 1,374,343
Change in unrealized appreciation (depreciation) of investments .......... 9,573,592 (526,585)
------------- ------------
Net increase in net assets resulting from operations ..................... 21,996,625 1,253,844
------------- ------------
Distributions to Shareholders
Dividends from net investment income ..................................... (2,632,273) (382,446)
Distributions from net realized gains on investments ..................... (2,556,880) (808,371)
------------- ------------
Total distributions ...................................................... (5,189,153) (1,190,817)
------------- ------------
Capital Share Transactions
Shares sold .............................................................. 123,373,056 8,844,701
Shares issued on reinvestment of distributions ........................... 4,918,950 1,125,870
Shares redeemed .......................................................... (21,939,416) (1,292,755)
------------- ------------
Increase in net assets resulting from capital share transactions (a) ..... 106,352,590 8,677,816
------------- ------------
Total Increase in Net Assets ........................................... 123,160,062 8,740,843
Net Assets
Beginning of period ...................................................... 13,507,377 4,766,534
------------- ------------
End of period ............................................................ $ 136,667,439 $ 13,507,377
============= ============
(a) Transactions in capital shares were as follows:
Shares sold .............................................................. 8,130,007 695,525
Shares issued on reinvestment of distributions ........................... 330,714 93,492
Shares redeemed .......................................................... (1,428,596) (102,037)
------------- ------------
Net increase ............................................................. 7,032,125 686,980
Beginning balance ........................................................ 1,075,509 388,529
------------- ------------
Ending balance ........................................................... 8,107,634 1,075,509
============= ============
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
31
<PAGE>
SMITH BREEDEN EQUITY MARKET PLUS FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
The following average per share data, ratios and supplemental information
has been derived from information provided in the financial statements.
<TABLE>
<CAPTION>
Year Year Year Year Year Period
Ended Ended Ended Ended Ended Ended
March 31, March 31, March 31, March 31, March 31, March 31,
1998 1997 1996 1995 1994 1993 (1)
---------------- --------------- -------------- -------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period ..................... $ 12.56 $ 12.27 $ 10.84 $ 9.88 $ 10.85 $ 10.00
----------- ---------- --------- --------- --------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income ......... 0.591 0.592 0.615 0.568 0.476 0.355
Net realized and
unrealized gain (loss) on
investments ................. 4.940 1.813 2.768 1.081 ( 0.216) 1.281
------------ ----------- ---------- ---------- ---------- -------
Total from investment
operations .................. 5.531 2.405 3.383 1.649 0.260 1.636
LESS DISTRIBUTIONS
Dividends from net
investment income ........... ( 0.586) ( 0.590) ( 0.583) ( 0.568) ( 0.472) ( 0.311)
Dividends in excess of net
investment income ........... -- -- -- ( 0.001) -- --
Distributions from net
realized gains on
investments ................. ( 0.645) ( 1.525) ( 1.370) ( 0.047) ( 0.701) ( 0.420)
Distributions in excess of
net realized gains on
investments ................. -- -- -- ( 0.073) ( 0.057) ( 0.055)
------------ ----------- ---------- ---------- ---------- --------
Total distributions ......... ( 1.231) ( 2.115) ( 1.953) ( 0.689) ( 1.230) ( 0.786)
------------ ----------- ---------- ---------- ---------- --------
Net Asset Value, End of
Period ........................ $ 16.86 $ 12.56 $ 12.27 $ 10.84 $ 9.88 $ 10.85
------------ ----------- ---------- ---------- ---------- --------
Total Return ................... 45.71% 21.41% 32.30% 17.18% 2.19% 16.52 %
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period ..... $136,667,439 $13,507,377 $4,766,534 $2,107,346 $1,760,519 $ 903,846
Ratio of expenses to
average net assets .......... 0.88% 0.88% 0.90% 0.90% 0.90% 0.57%*
Ratio of net investment
income to average net
assets ...................... 4.79% 5.30% 5.53% 7.44% 8.02% 5.28%*
Portfolio turnover rate ....... 424% 182% 107% 120% 119% 271%
Ratio of expenses to
average net assets
before reimbursement of
expenses by the Advisor 1.23% 2.60% 4.58% 7.75% 7.08% 28.48%*
Ratio of net investment
income to average net
assets before
reimbursement of
expenses by the Advisor 4.44% 3.58% 1.85% 0.59% 1.84% -22.63%*
</TABLE>
- ---------
(1) Commenced operations June 30, 1992.
* Annualized
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
32
<PAGE>
SMITH BREEDEN EQUITY MARKET PLUS FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
The Smith Breeden Trust (the "Trust") is an open-end, diversified management
investment company registered under the Investment Company Act of 1940, as
amended. The Fund offers shares in two series: the Smith Breeden Equity Market
Plus Fund (the "Fund", formerly the Smith Breeden Equity Plus Fund) and the
Smith Breeden Financial Services Fund. The following is a summary of accounting
policies consistently followed by the Fund.
A. Security Valuation: Portfolio securities are valued at the current market
value provided by a pricing service, or by a bank or broker/dealer experienced
in such matters when over-the-counter market quotations are readily available.
Securities and other assets for which market prices are not readily available
are valued at fair market value as determined in accordance with procedures
approved by the Board of Trustees.
B. Repurchase Agreements: Repurchase agreements may be entered into with member
banks of the Federal Reserve System with total assets in excess of $500
million, and securities dealers, provided that such banks or dealers meet the
credit guidelines of the Fund's Board of Trustees. In a repurchase agreement,
the Fund acquires securities from a third party, with the commitment that they
will be repurchased by the seller at a fixed price on an agreed upon date. The
Fund's custodian maintains control or custody of the securities collateralizing
the repurchase agreement until maturity. The value of the collateral is
monitored daily, and, if necessary, additional collateral is received to ensure
that the market value of the collateral remains sufficient to protect the Fund
in the event of the seller's default. However, in the event of default or
bankruptcy of the seller, the Fund's right to the collateral may be subject to
legal proceedings.
C. Reverse Repurchase Agreements: A reverse repurchase agreement involves the
sale of portfolio assets together with an agreement to repurchase the same
assets later at a fixed price. Additional assets are maintained in a segregated
account with the custodian, and are marked to market daily. The segregated
assets may consist of cash, U.S. Government securities, or other liquid
high-grade debt obligations equal in value to the obligations under the reverse
repurchase agreements. In the event the buyer of securities under a reverse
repurchase agreement files for bankruptcy or becomes insolvent, the Fund's use
of the proceeds under the agreement may be restricted pending a determination
by the other party, or its trustee or receiver, whether to enforce the
obligation to repurchase the securities.
D. Dollar Roll Agreements: A dollar roll is an agreement to sell securities for
delivery in the current month and to repurchase substantially similar (same
type and coupon) securities on a specified future date. During the roll period,
principal and interest paid on these securities are not received. The Fund is
compensated by the difference between the current sales price and the forward
price for the future purchase (often referred to as the "drop") as well as by
earnings on the cash proceeds of the initial sale.
E. Distributions and Taxes: Dividends to shareholders are recorded on the
ex-dividend date. The Fund intends to continue to qualify for and elect the
special tax treatment afforded regulated investment companies under Subchapter
M of the Internal Revenue Code, thereby relieving the Fund of Federal income
taxes. To so qualify, the Fund intends to distribute substantially all of its
net investment income and net realized capital gains, if any, less any
available capital loss carryforward. As of March 31, 1998, the Fund had no net
capital loss carryforward.
F. Securities Transactions, Investment Income and Expenses: Interest income is
accrued daily, and includes net amortization from the purchase of fixed-income
securities. Discounts and premiums on securities purchased are amortized over
the life of the respective securities. Securities transactions are recorded on
the trade date. Gains or losses on the sale of securities are calculated for
accounting and tax purposes on the identified cost basis.
Expenses are accrued daily. Common expenses incurred by the Trust are allocated
among the funds comprising the Trust based on the ratio of net assets of each
fund to the combined net assets of the Trust. Other expenses are charged to
each fund on a specific identification basis.
G. Deferred Organization Expenses: Deferred organization expenses are being
amortized on a straight-line basis over five years.
33
<PAGE>
SMITH BREEDEN EQUITY MARKET PLUS FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
1. SIGNIFICANT ACCOUNTING POLICIES -- Continued
H. Accounting Estimates: The preparation of financial statements in accordance
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the amounts of income
and expense during the reporting period. Actual results could differ from those
estimates.
2. FINANCIAL INSTRUMENTS
A. Derivative Financial Instruments Held or Issued for Purposes other than
Trading: The Fund uses interest rate futures contracts for risk management
purposes in order to reduce fluctuations in the Fund's net asset value relative
to its targeted option-adjusted duration. On entering into a futures contract,
either cash or securities in an amount equal to a certain percentage of the
contract value (initial margin) must be deposited with the futures broker.
Subsequent payments (variation margin) are made or received by the Fund each
day. The variation margin payments equal the daily changes in the contract
value and are recorded as unrealized gains or losses. The Fund recognizes a
realized gain or loss when the contract is closed or expires equal to the
difference between the value of the contract at the time it was opened and the
value at the time it was closed.
Futures transactions involve costs and may result in losses. The effective use
of futures depends on the Fund's ability to close futures positions at times
when the Fund's Advisor deems it desirable to do so. The use of futures also
involves the risk of imperfect correlation among movements in the values of the
securities underlying the futures purchased and sold by the Fund, of the
futures contract itself, and of the securities which are the subject of a
hedge.
The Fund had the following open futures contracts as of March 31, 1998:
<TABLE>
<CAPTION>
Number of Expiration Unrealized
Type Contracts Position Month Gain/(Loss)
- ---------------------------- ----------- ---------- ----------------- --------------
<S> <C> <C> <C> <C>
3 Month Eurodollar ......... 210 Long June, 1998 $ (48,195)
3 Month Eurodollar ......... (103) Short September, 1998 (53,501)
3 Month Eurodollar ......... (85) Short March, 1999 (45,358)
3 Month Eurodollar ......... (108) Short September, 1999 (65,261)
3 Month Eurodollar ......... (56) Short March, 2000 (55,152)
3 Month Eurodollar ......... (109) Short September, 2000 (72,265)
3 Month Eurodollar ......... (45) Short March, 2001 (54,378)
3 Month Eurodollar ......... (105) Short September, 2001 (86,272)
3 Month Eurodollar ......... (32) Short March, 2002 (9,894)
3 Month Eurodollar ......... (99) Short September, 2002 5,729
3 Month Eurodollar ......... (24) Short March, 2003 (1,458)
3 Month Eurodollar ......... (15) Short March, 2004 3,683
3 Month Eurodollar ......... (14) Short March, 2005 2,737
5 Year Treasury ............ (51) Short June, 1998 24,177
10 Year Treasury ........... (28) Short June, 1998 25,374
-----------
Total $ (430,034)
===========
</TABLE>
34
<PAGE>
SMITH BREEDEN EQUITY MARKET PLUS FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
B. Derivative Financial Instruments Held or Issued for Trading Purposes: The
Fund invests in futures contracts on the S&P 500 Index whose returns are
expected to track movements in the S&P 500 Index.
The Fund had the following open futures contracts on the S&P 500 Index as of
March 31, 1998:
<TABLE>
<CAPTION>
Number of Expiration Unrealized
Type Contracts Position Month Gain
- ----------------- ----------- ---------- ----------------- --------------
<S> <C> <C> <C> <C>
S&P 500 ......... 202 Long June, 1998 $ 4,923,564
S&P 500 ......... 297 Long September, 1998 4,768,528
-----------
Total $ 9,692,092
===========
</TABLE>
The aggregate market value of investments pledged to cover margin requirements
for the open positions at March 31, 1998 was $4,326,163.
3. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
Smith Breeden Associates, Inc. (the "Advisor"), a registered Investment
Advisor, provides the Fund with investment management services. As compensation
for these services, the Fund pays the Advisor a fee computed daily and payable
monthly, at an annual rate equal to 0.70% of the Fund's average daily net
assets.
The Advisor has voluntarily agreed to reduce or otherwise limit the expenses of
the Fund to 0.88% of the Fund's average daily net assets. This voluntary
agreement may be terminated or modified at any time by the Advisor in its sole
discretion, except that the Advisor has agreed to limit expenses of the Fund to
0.88% through August 1, 1998. For the year ended March 31, 1998, the Advisor
received fees of $423,706 and reimbursed the Fund $215,049.
The Fund has adopted a Distribution and Services Plan (the "Plan") under Rule
12b-1 under the Investment Company Act of 1940. The purpose of the Plan is to
permit the Advisor to compensate investment dealers and other persons involved
in servicing shareholder accounts for services provided and expenses incurred
in promoting the sale of shares of the Fund, reducing redemptions, or otherwise
maintaining or improving services provided to shareholders by such dealers or
other persons. The Plan provides for payments by the Advisor, out of the
advisory fee to dealers and other persons at the annual rate of up to 0.25% of
the Fund's average net assets, subject to the authority of the Trustees of the
Fund, to reduce the amount of payments permitted under the Plan or to suspend
the Plan for such periods as they may determine. Subject to these limitations,
the Advisor shall determine the amount of such payments and the purposes for
which they are made.
Certain officers and trustees of the Fund are also officers and directors of
the Advisor.
4. INVESTMENT TRANSACTIONS
During the year ended March 31, 1998, purchases and proceeds from sales of
securities, other than short-term investments, aggregated $297,189,593 and
$202,355,199, respectively. The cost of securities for federal income tax
purposes is $108,825,137. Net unrealized depreciation of investments and
futures contracts consists of:
<TABLE>
<S> <C>
Gross unrealized appreciation $ 10,045,826
Gross unrealized depreciation (960,545)
------------
Net unrealized depreciation $ 9,085,281
============
</TABLE>
35
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Trustees and Shareholders,
Smith Breeden Equity Market Plus Fund of the Smith Breeden Series Trust:
We have audited the accompanying statements of assets and liabilities,
including the schedule of investments, of the Smith Breeden Equity Market Plus
Fund (formerly "Equity Plus Fund") of the Smith Breeden Series Trust (the
"Fund") as of March 31, 1998, and the related statements of operations for the
year then ended, the statements of changes in net assets for each of the years
in the two-year period then ended and the financial highlights for each of the
years in the five-year period presented. These financial statements and the
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and the
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at March
31, 1998 by correspondence with the custodian and brokers, and where replies
were not received, we performed other auditing procedures. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements and financial highlights referred to
above present fairly, in all material respects, the financial positions of the
Smith Breeden Equity Market Plus Fund of the Smith Breeden Series Trust as of
March 31, 1998, the results of its operations, the changes in its net assets,
and the financial highlights for the respective stated periods in conformity
with generally accepted accounting principles.
Deloitte & Touche LLP
Princeton, New Jersey
May 15, 1998
36
<PAGE>
SMITH BREEDEN FINANCIAL SERVICES FUND
- --------------------------------------------------------------------------------
PERFORMANCE REVIEW
Since it commenced operations on December 22, 1997, through March 31,
1998, The Smith Breeden Financial Services Fund generated a total return of
11.78%. The return on the Lipper Analytical Financial Services Fund Index was
12.02% for the same period. The graph below shows the return on the Fund as
compared to an investment in the funds underlying the Lipper Analytical Index
and in the S&P 500.
[GRAPHIC OMITTED]
January proved to be a difficult month, with the stocks of money-center
banks suffering from fears that earnings would be weak due to the effect of the
Asian financial crisis. We weighted this sector relatively heavily in the Fund
on the belief that the ongoing consolidation and restructuring in the industry
would particularly benefit those stocks. Reported earnings in fact showed
little effect from Asia, and the sector recovered rapidly.
The stocks contributing the most to the total return of the Fund in the
first quarter of 1998 were, in order: H.F. Ahmanson, Chase Manhattan Bank, Banc
One, and Lehman Brothers.
H.F. Ahmanson announced a merger with Washington Mutual Savings in March.
The market received news of the merger, which will create a dominant thrift in
the Northwest, very favorably. Ahmanson's stock rose 16.2% in the quarter. The
Fund owned both Ahmanson and Washington Mutual stock, and together they
accounted for about 16% of gains generated in the period.
Chase Manhattan Bank suffered from the "Asian flu" in January, but it
posted earnings which were stronger than expected while also announcing a major
restructuring, and the stock quickly rallied. Chase stock gained 23.9% in the
quarter, and accounted for about 10% of the total gains generated by the Fund.
37
<PAGE>
SMITH BREEDEN FINANCIAL SERVICES FUND
- --------------------------------------------------------------------------------
Banc One is a "super-regional" bank, which has grown in the past through
acquisition of local banking franchises. The bank announced a major change in
its management approach in the quarter. Where formerly it operated as a loose
alliance of local banks, it proposed to reorganize around lines of business.
Banc One accounted for 8% of gains in the Fund and rose 28.9% in the quarter.
Lehman Brothers is a dominant firm in bond underwriting. Corporations have
been issuing new debt at record levels and Lehman was a major beneficiary, with
its stock climbing 47%. Lehman Brothers accounted for 7% of the Fund's gains.
The U.S. financial services industry is undergoing a secular change, which
we believe will continue to create opportunities for management to enhance
shareholder value. The forces driving this change include the repeal of
depression-era regulations, the on-going effort to enhance returns from the
industry's huge investment in information technology, and a shift from interest
income to fee-based income. We believe this process will allow valuations of
firms in the industry to rise relative to the stock market as a whole, and
consequently for the sector to provide superior risk-adjusted returns to
investors.
38
<PAGE>
SMITH BREEDEN FINANCIAL SERVICES FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS MARCH 31, 1998
<TABLE>
<CAPTION>
Market
Shares Security Value
- ------------- --------------------------------------------------------- ------------
<S> <C> <C>
EQUITY HOLDINGS -- 98.4%
Commercial Banking -- 33.7%
6,000 Crestar Financial Corp. ................................. $ 354,750
3,200 Fleet Financial Group, Inc. ............................. 272,200
7,000 KeyCorp ................................................. 264,687
10,000 Mercantile Bancorporation ............................... 548,125
14,000 Pacific Century Financial Corp. ......................... 333,375
6,000 PNC Bank Corp. .......................................... 359,625
1,000 Wells Fargo & Co. ....................................... 331,250
----------
2,464,012
----------
Investment Banking and Brokerage -- 4.1%
4,000 Lehman Brothers, Inc. ................................... 299,500
----------
299,500
----------
Money Center Banking -- 27.7%
4,950 Banc One Corp. .......................................... 313,088
3,500 BankAmerica Corp. ....................................... 289,188
3,500 Chase Manhattan Corp. ................................... 472,062
3,000 First Chicago NBD Corp. ................................. 264,375
2,400 J.P. Morgan & Co., Inc. ................................. 322,350
5,000 NationsBank Corp. ....................................... 364,688
----------
2,025,751
----------
Investment Management and Advisory -- 9.6%
10,500 (2) PIMCO Advisors Holdings LP .............................. 351,750
5,000 Price (T. Rowe) Assoc., Inc. ............................ 351,875
----------
703,625
----------
Consumer Finance -- 3.8%
2,000 Household International, Inc. ........................... 275,500
----------
275,500
----------
Savings & Loans -- 19.5%
17,000 FirstFed America Bancorp, Inc. (1) ...................... 359,125
3,500 Golden West Financial Corp. ............................. 335,343
4,200 HF Ahmanson & Co. ....................................... 325,500
12,000 Marion Capital Holdings, Inc. ........................... 337,500
6,700 Piedmont Bancorp, Inc. .................................. 72,025
----------
1,429,493
----------
TOTAL EQUITY HOLDINGS (Cost $6,518,572) ................. 7,197,881
----------
Cash and Other Assets Less Liabilities -- 1.6% .......... 118,835
----------
NET ASSETS -- 100.0% .................................... $7,316,716
==========
</TABLE>
- ---------
(1) Non-income producing security
(2) Limited partnership units
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
39
<PAGE>
SMITH BREEDEN FINANCIAL SERVICES FUND
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1998
<TABLE>
<S> <C>
Assets
Investments at market value (identified cost $6,518,572) (Note 1) ....................... $ 7,197,881
Cash .................................................................................... 17,488
Receivables:
Variation margin on futures contracts (Note 2) ........................................ 18,250
Subscriptions ......................................................................... 15,000
Dividends ............................................................................. 13,153
Due from Advisor (Note 3) ............................................................. 2,987
Securities sold ....................................................................... 37,691
Deferred organization expenses (Note 1) ............................................... 7,175
Prepaid Expenses ...................................................................... 19,787
Other Assets ............................................................................ 3,346
-----------
Total Assets .......................................................................... 7,332,758
-----------
Liabilities
Accrued expenses ........................................................................ 16,042
-----------
Total Liabilities ..................................................................... 16,042
-----------
Net Assets
(Applicable to outstanding shares of 727,608; unlimited number of shares of beneficial
interest authorized; no stated par) ................................................... $ 7,316,716
===========
Net asset value, offering price and redemption price per share ($7,316,716 / 727,608) ... $ 10.06
===========
Source of Net Assets
Paid in capital ......................................................................... $ 6,575,099
Undistributed net investment income ..................................................... 12,416
Accumulated net realized gain on investments ............................................ 50,407
Net unrealized appreciation of investments .............................................. 678,794
-----------
Net Assets ............................................................................ $ 7,316,716
===========
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
40
<PAGE>
SMITH BREEDEN FINANCIAL SERVICES FUND
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED MARCH 31, 1998
(COMMENCEMENT OF OPERATIONS WAS ON DECEMBER 22, 1997)
<TABLE>
<S> <C>
Investment Income
Dividends and interest earned (Note 1) ....................... $ 35,567
Expenses
Advisory fees (Note 3) ....................................... 23,152
Accounting and pricing services fees ......................... 6,903
Custodian fees ............................................... 2,719
Audit and tax preparation fees ............................... 2,490
Legal fees ................................................... 931
Amortization of organization expenses (Note 1) ............... 378
Transfer agent fees .......................................... 6,696
Registration fees ............................................ 5,948
Trustees fees and expenses ................................... 456
Insurance expense ............................................ 293
Other ........................................................ 51
---------
Total Expenses Before Reimbursement ........................ 50,017
Expenses reimbursed by Advisor (Note 3) .................... (26,865)
---------
Net Expenses ............................................... 23,152
---------
Net Investment Income ...................................... 12,415
---------
Realized and Unrealized Gain on Investments
Net realized gain on investments ............................. 50,408
Net unrealized appreciation of investments ................... 678,794
---------
Net realized and unrealized gain on investments .............. 729,202
---------
Net increase in net assets resulting from operations ......... $ 741,617
=========
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
41
<PAGE>
SMITH BREEDEN FINANCIAL SERVICES FUND
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Period Ended
March 31, 1998(1)
Operations ------------------
<S> <C>
Net investment income ................................................... $ 12,415
Net realized gain on investments ........................................ 50,408
Net unrealized appreciation of investments .............................. 678,794
-----------
Net increase in net assets resulting from operations .................... 741,617
-----------
Distributions to Shareholders
Dividends from net investment income .................................... --
Distributions from net realized gains on investments .................... --
-----------
Total distributions ..................................................... --
-----------
Capital Share Transactions
Shares sold ............................................................. 6,588,508
Shares issued on reinvestment of distributions .......................... --
Shares redeemed ......................................................... (13,409)
-----------
Increase in net assets resulting from capital share transactions (a) .... 6,575,099
-----------
Total Increase in Net Assets .......................................... 7,316,716
Net Assets
Beginning of period ..................................................... --
-----------
End of period ........................................................... $ 7,316,716
===========
(a) Transactions in capital shares were as follows:
Shares sold ............................................................ 729,112
Shares issued on reinvestment of distributions ......................... --
Shares redeemed ........................................................ (1,504)
-----------
Net increase ........................................................... 727,608
Beginning balance ...................................................... --
-----------
Ending balance ......................................................... 727,608
===========
</TABLE>
- ---------
(1) Commenced operations on December 22, 1997.
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
42
<PAGE>
SMITH BREEDEN FINANCIAL SERVICES FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
The following average per share data, ratios and supplemental information
has been derived from information provided in the financial statements.
<TABLE>
<CAPTION>
Period Ended
March 31, 1998 (1)
-------------------
<S> <C>
Net Asset Value, Beginning of Period .................................................. $ 9.00
--------
INCOME FROM INVESTMENT OPERATIONS
Net investment income ................................................................ 0.017
Net realized and unrealized gain (loss) on investments ............................... 1.043
---------
Total from investment operations ................................................... 1.060
---------
LESS DISTRIBUTIONS
Dividends from net investment income ................................................. --
Dividends in excess of net investment income ......................................... --
Distributions from net realized gains on investments ................................. --
Distributions in excess of net realized gains on investments ......................... --
----------
Total distributions ................................................................ --
----------
Net Asset Value, End of Period ........................................................ $ 10.06
----------
Total Return .......................................................................... 11.78 %
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period ............................................................ $ 7,316,716
Ratio of expenses to average net assets .............................................. 1.48%*
Ratio of net investment income to average net assets ................................. 0.79%*
Portfolio turnover rate .............................................................. 85%
Ratio of expenses to average net assets before reimbursement of expenses by the
Advisor ............................................................................ 3.20%*
Ratio of net investment income to average net assets before reimbursement of expenses
by the Advisor ..................................................................... -0.92%*
Average commission paid per share .................................................... $ 0.09
</TABLE>
- ---------
(1) Commenced operations on December 22, 1997.
* Annualized
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
43
<PAGE>
SMITH BREEDEN FINANCIAL SERVICES FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
The Smith Breeden Trust (the "Trust") is an open-end, diversified management
investment company registered under the Investment Company Act of 1940, as
amended. The Fund offers shares in two series: the Smith Breeden Equity Market
Plus Fund (formerly the Smith Breeden Equity Plus Fund) and the Smith Breeden
Financial Services Fund (the "Fund"). The following is a summary of accounting
policies consistently followed by the Fund.
A. Security Valuation: Portfolio securities are valued at the current market
value provided by a pricing service, or by a bank or broker/dealer experienced
in such matters when over-the-counter market quotations are readily available.
Securities and other assets for which market prices are not readily available
are valued at fair market value as determined in accordance with procedures
approved by the Board of Trustees.
B. Repurchase Agreements: Repurchase agreements may be entered into with member
banks of the Federal Reserve System with total assets in excess of $500
million, and securities dealers, provided that such banks or dealers meet the
credit guidelines of the Fund's Board of Trustees. In a repurchase agreement,
the Fund acquires securities from a third party, with the commitment that they
will be repurchased by the seller at a fixed price on an agreed upon date. The
Fund's custodian maintains control or custody of the securities collateralizing
the repurchase agreement until maturity. The value of the collateral is
monitored daily, and, if necessary, additional collateral is received to ensure
that the market value of the collateral remains sufficient to protect the Fund
in the event of the seller's default. However, in the event of default or
bankruptcy of the seller, the Fund's right to the collateral may be subject to
legal proceedings.
C. Reverse Repurchase Agreements: A reverse repurchase agreement involves the
sale of portfolio assets together with an agreement to repurchase the same
assets later at a fixed price. Additional assets are maintained in a segregated
account with the custodian, and are marked to market daily. The segregated
assets may consist of cash, U.S. Government securities, or other liquid
high-grade debt obligations equal in value to the obligations under the reverse
repurchase agreements. In the event the buyer of securities under a reverse
repurchase agreement files for bankruptcy or becomes insolvent, the Fund's use
of the proceeds under the agreement may be restricted pending a determination
by the other party, or its trustee or receiver, whether to enforce the
obligation to repurchase the securities.
D. Distributions and Taxes: Dividends to shareholders are recorded on the
ex-dividend date. The Fund intends to continue to qualify for and elect the
special tax treatment afforded regulated investment companies under Subchapter
M of the Internal Revenue Code, thereby relieving the Fund of Federal income
taxes. To so qualify, the Fund intends to distribute substantially all of its
net investment income and net realized capital gains, if any, less any
available capital loss carryforward. As of March 31, 1998, the Fund had no net
capital loss carryforward.
E. Securities Transactions, Investment Income and Expenses: Securities
transactions are recorded on the trade date. Interest income is accrued daily,
and includes net amortization from the purchase of fixed-income securities.
Discounts and premiums on securities purchased are amortized over the life of
the respective securities. Gains or losses on the sale of securities are
calculated for accounting and tax purposes on the identified cost basis.
Expense are accrued daily. Common expenses incurred by the Trust are allocated
among the funds comprising the Trust based on the ratio of net assets of each
fund to the combined net assets of the Trust. Other expenses are charged to
each fund on a specific identification basis.
F. Deferred Organization Expenses: Deferred organization expenses are being
amortized on a straight-line basis over five years.
G. Accounting Estimates: The preparation of financial statements in accordance
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the amounts of income
and expense during the reporting period. Actual results could differ from those
estimates.
44
<PAGE>
SMITH BREEDEN FINANCIAL SERVICES FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
2. FINANCIAL INSTRUMENTS
A. Derivative Financial Instruments Held or Issued for Purposes other than
Trading: The Fund uses equity index futures contracts for risk management
purposes in order to manage the Fund's equity-market risk relative to its
benchmark. On entering into a futures contract, either cash or securities in an
amount equal to a certain percentage of the contract value (initial margin)
must be deposited with the futures broker. Subsequent payments (variation
margin) are made or received by the Fund each day. The variation margin
payments equal the daily changes in the contract value and are recorded as
unrealized gains or losses. The Fund recognizes a realized gain or loss when
the contract is closed or expires equal to the difference between the value of
the contract at the time it was opened and the value at the time it was closed.
Futures transactions involve costs and may result in losses. The effective use
of futures depends on the Fund's ability to close futures positions at times
when the Fund's Advisor deems it desirable to do so. The use of futures also
involves the risk of imperfect correlation among movements in the values of the
securities underlying the futures purchased and sold by the Fund, of the
futures contract itself, and of the securities which are the subject of a
hedge.
The Fund had the following open futures contracts as of March 31, 1998:
<TABLE>
<CAPTION>
Number of Expiration Unrealized
Type Contracts Position Month Gain/(Loss)
- ----------------- ----------- ---------- ------------ ------------
<S> <C> <C> <C> <C>
S&P 500 ......... (2) Short June, 1998 (515)
----
Total $ (515)
=======
</TABLE>
The value of assets required to cover margin requirements for the open
positions at March 31, 1998 was $20,100.
3. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
Smith Breeden Associates, Inc. (the "Advisor"), a registered Investment
Advisor, provides the Fund with investment management services. As compensation
for these services, the Fund pays the Advisor a fee computed daily and payable
monthly, at an annual rate equal to 1.50% of the Fund's average daily net
assets.
The Advisor has voluntarily agreed to reduce or otherwise limit the expenses of
the Fund to 1.50% of the Fund's average daily net assets. This voluntary
agreement may be terminated or modified at any time by the Advisor in its sole
discretion, except that the Advisor has agreed to limit expenses of the Fund to
1.50% through August 1, 1998. For the period ended March 31, 1998, the Advisor
received fees of $23,152 and reimbursed the Fund $26,865.
The Fund has adopted a Distribution and Services Plan (the "Plan") under Rule
12b-1 under the Investment Company Act of 1940. The purpose of the Plan is to
permit the Advisor to compensate investment dealers and other persons involved
in servicing shareholder accounts for services provided and expenses incurred
in promoting the sale of shares of the Fund, reducing redemptions, or otherwise
maintaining or improving services provided to shareholders by such dealers or
other persons. The Plan provides for payments by the Advisor, out of the
advisory fee to dealers and other persons at the annual rate of up to 0.25% of
the Fund's average net assets, subject to the authority of the Trustees of the
Fund, to reduce the amount of payments permitted under the Plan or to suspend
the Plan for such periods as they may determine. Subject to these limitations,
the Advisor shall determine the amount of such payments and the purposes for
which they are made.
Certain officers and trustees of the Fund are also officers and directors of
the Advisor.
45
<PAGE>
SMITH BREEDEN FINANCIAL SERVICES FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
4. INVESTMENT TRANSACTIONS
During the period ended March 31, 1998, purchases and proceeds from sales of
securities, other than short-term investments, aggregated $11,371,913 and
$5,031,366, respectively. The cost of securities for federal income tax
purposes is $6,518,572. Net unrealized depreciation of investments and futures
contracts consists of:
<TABLE>
<S> <C>
Gross unrealized appreciation ........ $ 693,282
Gross unrealized depreciation ........ (14,488)
---------
Net unrealized appreciation .......... $ 678,794
=========
</TABLE>
46
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Trustees and Shareholders,
Smith Breeden Financial Services Fund of the Smith Breeden Series Trust:
We have audited the accompanying statements of assets and liabilities,
including the schedule of investments, of the Smith Breeden Financial Services
Fund of the Smith Breeden Series Trust (the "Fund") as of March 31, 1998, and
the related statements of operations, the statement of changes in net assets,
and the financial highlights for the period December 22, 1997 (commencement of
operations) to March 31, 1998. These financial statements and the financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and the financial
highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at March
31, 1998 by correspondence with the custodian and brokers, and where replies
were not received, we performed other auditing procedures. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements and financial highlights referred to
above present fairly, in all material respects, the financial positions of the
Smith Breeden Financial Services Fund of the Smith Breeden Series Trust as of
March 31 1998, the results of its operations, the changes in its net assets,
and the financial highlights for the respective stated periods in conformity
with generally accepted accounting principles.
Deloitte & Touche LLP
Princeton, New Jersey
May 15, 1998
47
<PAGE>
<PAGE>
BOARD OF TRUSTEES
Douglas T. Breeden
Michael J. Giarla
Stephen M. Schaefer
Myron S. Scholes
William F. Sharpe
OFFICERS
Chairman
Douglas T. Breeden
President
Michael J. Giarla
Vice Presidents
Daniel C. Dektar (Smith Breeden Series Fund)
Timothy D. Rowe (Smith Breeden Series Fund)
John B. Sprow (Smith Breeden Trust)
Robert B. Perry (Smith Breeden Trust)
Treasurer and Secretary
Marianthe S. Mewkill
INVESTMENT ADVISOR
Smith Breeden Associates, Inc.
100 Europa Drive, Suite 200
Chapel Hill, NC 27514
TRANSFER AND DIVIDEND PAYING AGENT
First Data Investor Services Group, Inc.
3200 Horizon Drive
PO Box 61503
King of Prussia, PA 19406-0903
DISTRIBUTOR
FPS Broker Services, Inc.
3200 Horizon Drive
PO Box 61503
King of Prussia, PA 19406-0903
CUSTODIAN
Bank of New York
48 Wall Street
New York, NY 10286
INDEPENDENT AUDITORS
Deloitte & Touche LLP
117 Campus Drive
Princeton, NJ 08540
For information about:
o Establishing an account
o Account procedures and status
o Exchanges
Call 1-800-221-3137
For all other information about the Funds:
Call 1-800-221-3138
<PAGE>
<TABLE>
[GRAPHIC OMITTED]
<S> <C>
U.S. POSTAGE
PAID
CHARLOTTE, NC
BULK RATE
PERMIT NO. 136
100 EUROPA DRIVE
SUITE 200
CHAPEL HILL, N.C. 27514
</TABLE>
CONSENT OF INDEPENDENT AUDITORS
Smith Breeden Series Fund:
We consent to the use in Post-Effective Amendment No. 17 to
Registration Statement No. 33-43089 of our reports dated May 15,
1998 relating to the Smith Breeden Short Duration U.S. Government
Fund and Smith Breeden Intermediate Duration U.S. Government Fund
of Smith Breeden Series Fund appearing in the Statement of
Additional Information, which is a part of such Registration
Statement and to the references to us under the captions
"Experts" appearing in the Statement of Additional Information
and "Financial Highlights" appearing in the Prospectus, which
also is a part of such Registration Statement.
DELOITTE & TOUCHE LLP
Princeton, New Jersey
October 14, 1998
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> SMITH BREEDEN INT. DURATION US GOVT FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 46188181
<INVESTMENTS-AT-VALUE> 46220928
<RECEIVABLES> 21237200
<ASSETS-OTHER> 5479
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 67463607
<PAYABLE-FOR-SECURITIES> 15429655
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 13392073
<TOTAL-LIABILITIES> 28821728
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 38590422
<SHARES-COMMON-STOCK> 3865492
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<NET-ASSETS> 38641879
<DIVIDEND-INCOME> 0
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<NET-CHANGE-FROM-OPS> 3936555
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2175424
<DISTRIBUTIONS-OF-GAINS> 880968
<DISTRIBUTIONS-OTHER> 10140
<NUMBER-OF-SHARES-SOLD> 3494156
<NUMBER-OF-SHARES-REDEEMED> 3664130
<SHARES-REINVESTED> 157456
<NET-CHANGE-IN-ASSETS> 906354
<ACCUMULATED-NII-PRIOR> 0
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<OVERDISTRIB-NII-PRIOR> 124309
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 438810
<AVERAGE-NET-ASSETS> 38745270
<PER-SHARE-NAV-BEGIN> 9.73
<PER-SHARE-NII> 0.590
<PER-SHARE-GAIN-APPREC> 0.419
<PER-SHARE-DIVIDEND> 0.561
<PER-SHARE-DISTRIBUTIONS> 0.178
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.00
<EXPENSE-RATIO> 0.88
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> SMITH BREEDEN SHORT DURATION US GOVT FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 104798966
<INVESTMENTS-AT-VALUE> 103622827
<RECEIVABLES> 41363561
<ASSETS-OTHER> 47108
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 145033496
<PAYABLE-FOR-SECURITIES> 42629141
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 23976500
<TOTAL-LIABILITIES> 66605641
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 82964182
<SHARES-COMMON-STOCK> 7604459
<SHARES-COMMON-PRIOR> 12106419
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 631273
<ACCUMULATED-NET-GAINS> (2702907)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1202147)
<NET-ASSETS> 78427855
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6360507
<OTHER-INCOME> 0
<EXPENSES-NET> 810924
<NET-INVESTMENT-INCOME> 5549583
<REALIZED-GAINS-CURRENT> 2886352
<APPREC-INCREASE-CURRENT> (2022049)
<NET-CHANGE-FROM-OPS> 6413886
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5439867
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4669660
<NUMBER-OF-SHARES-REDEEMED> 9136010
<SHARES-REINVESTED> 264390
<NET-CHANGE-IN-ASSETS> (40560754)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (5589259)
<OVERDISTRIB-NII-PRIOR> 676914
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 727735
<INTEREST-EXPENSE> 64076
<GROSS-EXPENSE> 1042289
<AVERAGE-NET-ASSETS> 103963034
<PER-SHARE-NAV-BEGIN> 9.83
<PER-SHARE-NII> 0.484
<PER-SHARE-GAIN-APPREC> 0.114
<PER-SHARE-DIVIDEND> 0.508
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.92
<EXPENSE-RATIO> 0.78
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
