As filed with the Securities and Exchange Commission on June 25, 1999
Securities Act File No- 33-67174
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 3
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 7
(Check appropriate box or boxes)
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HUDSON INVESTORS FUND, INC.
(Exact Name of Registrant as Specified in Charter)
790 Bloomfield Ave., P.O. Box 2070
Clifton, New Jersey, 07012
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area (973) 458-8000
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JAVED LATEF
President
HUDSON INVESTORS FUND, INC.
790 Bloomfield Ave., P.O. Box 2070
Clifton, New Jersey 07012
(Name and Address of Agent for Service)
---------------------------------
It is proposed that this filing will become effective (check appropriate box).
[ ] immediate upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[x] 60 days after filing pursuant to paragraph (a) (i)
[ ] on (date) pursuant to paragraph (a) (i)
[ ] 75 days after filing pursuant to paragraph (a) (ii)
[ ] on (date) pursuant to paragraph a(ii) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant has registered an indefinite number of its shares under
Securities Act of 1933 pursuant to Section (a) (1) of rule 24f-2 of the
Investment Company Act of l940. Pursuant to Section (b) (2) of Rule 24f-2, the
Registrant filed a Rule24-f Notice for its fiscal year ended December 3l, 1998
with the Securities and Exchange Commission on June 17, 1999.
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Copy To: John W. Belash, Esq.
110 Wall Street, Suite 15B
New York, New York 10005
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Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940 the Registrant
hereby declares that it is registering an indefinite amount of its securities
pursuant to this Registration Statement.
The Registrant hereby amends this Registration Statement under the Securities
Act of 1933 on such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become effective in
accordance with the provisions of Section 8(a) of the Securities Act of 1933 or
until the Registration Statement shall become effective on such date as the
Commission acting pursuant to Section 8(a), may determine.
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CONTENTS OF FORM N-1A
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Prospectus Caption
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Part A. INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Cover Page Cover Page
Item 2. Synopsis Hudson Investors Fund, Inc.
Item 3. Condensed Financial Information Fund Expenses
Item 4. General Description of Registrant Description of Fund
Item 5. Management of the Fund Management of the Fund
Item 6. Capital Stock and other Securities Description of Common Stock
Item 7. Purchase of Securities Being Offered How to Buy Fund Shares
Item 8. Redemption or Repurchase How to Redeem Fund Shares
Item 9. Legal Proceedings Litigation
Part B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History Not Applicable
Item 13. Investment Objectives and Policies Investment Restrictions
Item 14. Management of the Registrant Directors & Officers of the Fund
Item 15. Control Persons and Principal Holders of Securities Notes to Financial Statements, Note 11
Item 16. Investment Advisory and Other Services Investment Advisory Agreement
Item 17. Brokerage Allocation Portfolio Transactions &
Brokerage Commissions
Item 18. Capital Stock and Other Securities Notes to Financial Statements, Note 6
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered How to Buy Fund Shares
Item 20. Tax Status Additional Information
Concerning Taxes
Item 21. Underwriters Not Applicable
Item 22. Calculation of Performance Data Additional Information on
Performance Calculations &
Total Return Calculations
Item 23. Financial Statements Financial Statements
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Part C. OTHER INFORMATION
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Item 24. Financial Statement and Exhibits Financial Statement and Exhibits
Item 25. Persons Controlled by or Under Persons Controlled by or Under Common Control
Common Control
Item 26. Number of Holders of Securities Number of Holders of Securities
Item 27. Indemnification Indemnification
Item 28. Business and Other Connections of Business and Other Connections
Investment Advisor of Investment Advisor
Item 29. Principal Underwriters Principal Underwriters
Item 30. Location of Accounts and Records Location of Accounts and Records
Item 31. Management Services Management Services
Item 32. Undertakings Undertakings
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PROSPECTUS
June 25, 1999
HUDSON INVESTORS FUND, INC.
The HUDSON INVESTORS FUND, INC. (the "Fund") is a diversified open-end
management investment company known as a mutual fund. There is no sales charge
incurred in making an investment in the Fund.
The Fund seeks to provide growth of capital through equity investment in
business enterprises whose primary products, services and conduct meet strict
ethical standards. For example, the Fund will not invest in entities which are
involved to any degree in gambling, tobacco or alcoholic beverages, which are in
the business of lending money, countenance violations of human rights, or
recklessly or unlawfully pollute the environment. In addition, the Fund will not
invest in interest bearing instruments. Rather, the Fund will concentrate its
investments in businesses in which nearly all strict moral and ethical
investors, regardless of philosophical, religious or personal moral standards,
would feel comfortable in supporting.
This Prospectus sets forth concisely information about the Fund that you
should know before investing. It should be read and retained for future
reference.
A Statement of Additional Information for the Fund (also known as Part B)
dated June 15, 1999, which may be revised from time to time, provides a further
discussion of certain areas in this Prospectus and other matters which may be of
interest to some investors. It has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. For a free copy, write or
call the Fund at its address or telephone number set forth under "General
Information" in the Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
HUDSON INVESTORS FUND, INC.
790 Bloomfield Avenue
P.O.Box 2070
Clifton, NJ 07012
Telephone: (973) 458-8000
Fax: (973) 458-1836
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FUND EXPENSES
A. SHAREHOLDERS TRANSACTION EXPENSES
Sales Load on Purchases None
Sales Load on Reinvested Dividends None
Deferred Sales Load None
Redemption Fee (Redemption within one year) None
Redemption Fee (Redemption after one year) None
B. ANNUAL FUND OPERATING EXPENSES ESTIMATED FISCAL 1999
(as a percentage of net assets)
Management Fees (note 1) 1.00%
Rule 12b-I Fees (note 2) 0.00%
Administrative Fees (note 1) 0.25%
Other Expenses 4.31%
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Total Fund Operating Expenses 5.56%
C. EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming (1) a 5%
annual return and (2) redemption at the end of each period:
1 Year $ 66
3 Years $198
Explanation of Table: The purpose of the table is to assist you in understanding
the various costs and expenses that an investor In the Fund may bear directly or
indirectly. While the example assumes a 5% annual return, the Fund's actual
performance will vary and may result in an actual return more or less than 5%.
The example should not be considered a representation of future expenses or
performance. Actual expenses may be more or less than those shown.
A. Shareholder Transaction Expenses are charges you pay when you buy or
sell shares of the Fund. If you request a wire redemption of less than
$1,000, you will be charged a $20.00 wire fee.
B. Annual Fund Operating Expenses are based on an estimate of the Fund's
expenses. Management Fees are paid by the Fund to Hudson Advisors,
Inc. for managing the Fund's investments. Administrative Fees are paid
by the Fund to Hudson Investment Management, Inc. for managing the
Fund's business affairs. These fees may be decreased depending on the
size of the Fund-See "Investment Manager and the Administrator". The
Fund incurs Other Expenses for maintaining shareholder records,
furnishing shareholder statements and reports, and other services.
Management Fees, Administrative Fees and Other Expenses have already
been reflected in the Fund's yield or share price and are not charged
directly to individual shareholder accounts.
- ----------
1. Management Fees and Administrative Fees were waived until December 31,
1998.
2. The Board of Directors expects to adopt a "Service and Distribution Plan"
pursuant to Rule12b-1 under the Investment Company Act of 1940, which must
be submitted to shareholders before it can take effect . If approved by
holders of a majority of the Fund's outstanding shares, it will provide for
an annual fee of 1% of Fund assets.
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HUDSON INVESTORS FUND - COMMON SHARES
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Year Ended December 31 Aug 9, 1994
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1998 1997 1996 1995 Dec.31,1994
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Net asset value, beginning of period $ 165,330 $ 237,255 $ 251,028 $ 333,086 $ 200,000
Income fom iiIncome from investment operations:
Net investment income $ 333 $ 1,237 $ 1,091 $ 2,424 $ 1,273
Net gains/(losses) on securities
(both realized and unrealized) $ 647 $ (26,926) $ (35,431) $ (87,648) $ (11,914)
Total from Investment Operations $ 980 $ (25,689) $ (34,340) $ (85,224) $ (10,641)
Capital Share Transactions $ (6,152) $ (1,953) $ 30,800 $ 8,680 $ 145,000
Less: Distributations:
Dividends from net investment income $- $- $- $- $-
Distributions from net realized capital gains $- $- $- $- $-
Return of capital $- $- $- $- $-
Administrative expenses $ (64,473) $ (44,283) $ (10,233) $ (5,514) $ (1,273)
Total Distributions $ (64,473) $ (44,283) $ (10,233) $ (5,514) $ (1,273)
Net Asset Value, end of period $ 95,685 $ 165,330 $ 237,255 $ 251,028 $ 333,086
Total Return -39.63% -30.33% 7.98% -6.97% -3.80%
Ratios / Supplimental Data:
Net assets, end of period $ 95,685 $ 165,330 $ 237,255 $ 251,028 $ 333,086
Ratio of expenses to average net assets 49.09% 21.38% 4.31% 1.45% 0.48%
Ratio of net investment income to average net 0.25% 0.61% 0.45% 0.83% 0.48%
assets
Portfolio turnover rate 46.27% 50.24% 246% 143% 30%
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DESCRIPTION OF THE FUND
Hudson Investors Fund, Inc. (the "Fund") is a diversified open-end
investment management company seeking as its primary objective growth of capital
with production of income as a secondary objective. The Fund seeks to achieve
these objectives through investment in the securities of companies which meet
strict ethical standards. The Fund commenced its operations in August 1994.
INVESTMENT OBJECTIVES AND POLICIES OF THE FUND
GENERAL
The Fund seeks to provide growth of capital through equity investment in
business enterprises whose primary products, services and conduct meet strict
ethical standards. For example, as more fully set out below, the Fund does not
invest in business enterprises which are involved to any significant degree in
gambling or the manufacture, sale or distribution of tobacco products or
alcoholic beverages, which lend money for interest, support or countenance
violations of human rights, or recklessly or unlawfully pollute the environment.
Rather, the Fund concentrates its investments on businesses in which nearly all
strict moral and ethical investors, regardless of personal, philosophical,
religious or moral standard would feel comfortable in supporting. Investment may
be made in domestic and foreign common and preferred securities or in
instruments convertible in to such securities. The issuers of these securities
may be from very small to very large companies. Consequently, the securities
purchased may range from (penny) stocks with substantial risk to blue chips with
comparatively lower risk. The Fund intends to limit investment in "penny" stock
to no more than 25 % of it's net assets. The Fund may invest up to 10% of its
net assets in unregistered securities, although the Fund may take into
consideration the likelihood of any such company registering these or any of its
securities in the foreseeable future. Current income (exclusively through
dividends) is secondary to the primary goal of capital appreciation. The
investment objectives of the Fund may not be changed without the approval of the
holders of a majority of the outstanding shares of the Fund. There can be no
assurance that the Fund's investment objectives will be achieved.
PARTICULAR CONSIDERATIONS
Consideration of any particular investment first involves an assessment of
whether that business entity's primary business purpose, product or service is
consistent with the strict ethical and moral foundations upon which the Fund is
based. While no list of ethical considerations can be exhaustive or complete, an
understanding of the restrictions on investment must include at its base the
fundamental concept that modern society necessarily brings each person into
daily contact with forces that many would like to avoid and certainly would not
want to invest in. Broad categories of products and service industries that many
would care to avoid include alcoholic beverages, tobacco, illicit drug
paraphernalia, literature or material that is pornographic or supportive of
lifestyles based on drug abuse, violence or immorality as well as enterprises
which own or draw a significant portion of their revenues or income from
operating casinos, which offer entertainment of a lewd or immoral nature, or
which primarily sell or distribute any of the products mentioned above
(hereinafter, "prohibited activities").
The Fund will not lend money for interest, nor will it invest in
organizations that do so, including banks. Rather, the Fund will at all times,
to the extent possible, invest in equity securities and equity equivalents.
Dividend income will be permitted and the Fund may invest in dividend producing
securities.
The Fund also will not invest in a business enterprise which, regardless of
its products or services, diminish the quality of life. For example, the Fund
will not knowingly invest in any corporation which does not meet or exceed the
environmental requirements of the jurisdictions in which it operates or
otherwise recklessly destroys or pollutes the environment. The Fund will not
invest in any business which countenances, by its presence or otherwise,
violations of human rights such as apartheid or genocide.
Naturally, many of the decisions will be subjective and will involve
decisions such as materiality. There are few, if any, universal measurements of
ethical or moral standards. The selection of appropriate investments, therefore,
will largely be within the discretion and judgment of the management of the
Fund. In addition, it should be noted that the moral and ethical considerations
inherent in the Fund's investment philosophy necessarily limit the available
investments compared with funds with no such criteria.
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THE INVESTMENT SELECTION PROCESS
Potential investment portfolio selections (based on traditional investment
considerations) will be identified by Hudson Advisers, Inc. ("the Manager"),
using standard research techniques, such as publicly available financial and
operational data. Once potential investments are identified, a more detailed
investigation of the financial affairs and the products, services and policies
of the potential investment will be considered. The Fund may conduct personal
interviews with company officials, inspect facilities or use other appropriate
methods, in addition to traditional investment techniques, to ascertain whether
the company is the type of concern which would meet the Fund's particular
requirements.
After a security has been purchased, investigation of the company does not
end. The Manager will continuously monitor the companies in the Fund's
portfolio, including monitoring all publicly available information concerning
the company, including the business press, communications with shareholders and
Securities and Exchange Commission filings.
If after the initial purchase by the Fund it is determined that a company's
activities fall within the prohibited activities, the securities of such company
will be eliminated from the portfolio if a gain would result from the immediate
sale. In no event, however, will such security be retained longer than six
months from the time the Fund learns of the investment disqualification. This
requirement may cause the Fund to dispose of a security at a time when it may be
disadvantageous to do so.
PARTICULAR MANAGEMENT POLICIES REGARDING INTEREST
The Fund will at all times, to the extent possible, be fully invested in
equities such as common stock and preferred stock. The Fund believes many
ethical investors are uncomfortable with lending money for interest and the Fund
will avoid this type of investment. The consequence of not investing in
interest-bearing securities is that the Fund will not enjoy the cash flow
generated by interest income and may be invested in equity securities that do
not produce current income. Interest income unavoidably incurred will be minimal
and, if any is realized, will be donated to neutral charities meeting Internal
Revenue Service requirements. Such charities would include the American Red
Cross or the United Way. It is important to keep in mind that it is not the
intention or the purpose of the Fund to make charitable contributions. Rather,
it is to avoid profit realized from the lending of money for interest.
Unfortunately, in the modern world funds must necessarily flow through the
banking system and through brokerage accounts, making interest income almost
impossible to avoid. But the Fund will be scrupulous in being fully invested in
equities and equity equivalents as quickly as possible and it is anticipated
that interest income will be kept to a bare minimum.
The Fund believes it will be sufficiently liquid to meet redemption request
even without depositing money in interest bearing accounts. A significant
portion of the Fund's portfolio will be in common stocks which are readily
tradable on national securities exchanges and markets. However, unlike other
investment companies, the Fund cannot invest in debt securities for temporary
defensive purposes. This may adversely affect the Fund's performance in
difficult market situations.
MANAGEMENT OF THE FUND
Overall responsibility for management and supervision of the Fund rests
with the Fund's Directors. There are 7 Directors, 4 of whom are not "interested
persons" of the Fund within the meaning of that term under the Investment
Company Act of 1940. The Board meets regularly four times each year, and at
other times as necessary.
By virtue of the functions performed by Hudson Advisors, Inc. as Investment
Manager and Hudson Investment Management, Inc., as Administrator, the Fund
requires no employees other than its executive officers, all of whom are
employed by the Manager or Administrator.
The Statement of Additional Information contains the names of and general
background information regarding each Director and Principal Officer of the
Fund.
MANAGEMENT DISCUSSION
During the 12 month period ended December 31,1998 the Fund had a total
return of minus 39.63% compared to a total average return of 22.86% for the
growth funds during the same period, as published in the January 11, 1999
Barrons Lipper Mutual Fund Survey.
The main reason for the under-performance of the Fund during the 12 month
period under review has been the uncertainty created by the legal action brought
against the Fund, its adviser and its president by the Securities and Exchange
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Commission in August, 1997 (see "Litigation"). The Fund suffered net redemption
of shares by its stockholders during all the periods after August, 1997. It had
to liquidate its holdings continuously to pay for redemption of shares and
increased expenses due to litigation. No management and administrative fees were
charged for the period.
- --------------------------------------------------------------------------------
Average Annual Total Return
1 Year 5 Years
-39.63% - 14.55%
- --------------------------------------------------------------------------------
Comparison of Charge in Value of $10,000 Investment in
Hudson Investors Fund and S&P 500
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.]
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8/1/94 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
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Hudson Inv. Fund 10000 9620 8520 9200 6410 3870
S&P 500 10000 10176 14000 17214 22957 29445
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INVESTMENT MANAGER AND THE ADMINISTRATOR
The Investment Advisor to the Fund is Hudson Advisers, Inc. (the
"Manager"), 790 Bloomfield Avenue, P.O. Box 2070, Clifton, New Jersey 07013.
The Manager provides investment advisory services exclusively for the Fund.
It's principal executive officer, who is also a director of the Fund, is Javed
Latef. Pioneer Spirit 2000, Inc. entered in to a memorandum of understanding on
April 30, 1999 to acquire all the shares of the Manager ( Hudson Advisers, Inc.)
subject to compliance by the Fund and the Manager with the applicable provisions
of the Investment Company Act of 1940 prior to completion of the transaction.
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The Manager was formed in 1993. Mr. Latef, in addition to the background
set forth in the Statement of Additional Information under "Directors and
Officers of the Fund" has the experience of running a private pool of money
invested in the same ethical manner as set forth under "Investment Objectives
and Policies of the Fund - Particular Considerations".
Subject to the supervision and direction of the Fund's Board of Directors,
the Manager manages the Fund's investment portfolio in accordance with the
Fund's stated investment objectives and policies, makes investment decisions for
the Fund and places orders to purchase and sell securities on behalf of the
Fund.
The Manager performs these services for an investment management fee
payable monthly at an annual rate of the Fund's average daily net asset value as
follows:
Up to $20 million 1.00%
$20-100 million 0.50%
Over $ 100 million 0.25%
It should be noted that the Management Fee is higher than that paid by most
investment companies. However, it should be noted that other larger investment
companies have the benefit of significant economies of scale not available the
Manager. Consequently, although such other companies may charge a smaller
percentage, because they have a much larger pool of money, they in reality
realize higher gross dollar fees. In addition, the Board of Directors has
determined that the services provided by the Manager are greater than in the
case of an investment company that does not have the detailed ethical
considerations inherent in the Fund's operations. The Manager must not only
perform traditional economic, financial and business analyses of prospective
investments and continual review of existing investments, but must also make a
careful analysis and investigation of the ethical implications of each company's
activities.
Hudson Investment Management, Inc. (the "Administrator"), 790 Bloomfield
Ave., P.O. Box 2070, Clifton, NJ 07012 provides certain administrative services
to the Fund, including assistance with certain federal and state compliance
matters. The Administrator keeps, updates and administers share purchase and
redemption requests, and compiles and provides shareholders periodic information
and performance reports. The Administrator receives a fee payable monthly at the
annual rate of 0.25% of the Fund's average daily net asset value. It may receive
additional fees from the Manager for any services provided on its behalf. All
shares of Hudson Investment Management, Inc. were acquired by Pioneer Spirit
2000, Inc. on April 30, 1999.
The Fund will use certain registered broker-dealers as required to register
the Fund's shares in order to comply with the various state securities laws.
For a more complete description of the terms of the Investment Advisory
Agreement, as well as for the guidelines followed by the Manager in seeking to
obtain the best price and execution of the purchase and sale of securities for
the Fund, please refer to the Statement of Additional Information.
The Administrator is an "affiliated person" of the Manager, since they are
under common control.
COMPUTATION OF NET ASSET VALUE
The net asset value per share of the Fund is determined once each business
day as of the close of regular trading hours (currently 4.00 p.m. New York time)
on the New York Stock Exchange. Such determination will be made by dividing the
value of all securities and other assets (including dividends accrued but not
collected) less any liabilities (including accrued expenses), by the total
number of shares outstanding.
Portfolio securities are valued as follows:
1. Securities listed or admitted to trading on any national securities
exchange are valued at their last sale price on the exchange where the
securities are principally traded or, if there has been no sale on
that date, at the mean between the last reported bid and asked prices.
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2. Securities traded in the over-the-counter market are valued at the
last sale price, if carried in the National Market Issues section by
NASDAQ; other over-the-counter securities are valued at the mean
between the closing bid and asked prices obtained from a principal
market maker.
3. All other securities and assets are valued at their fair value as
determined in good faith by the Board of Directors of the Fund, which
may include the amortized cost method for securities maturing in sixty
days or less and other cash equivalent investments.
Determination of the net asset value may be suspended when the right
of redemption is suspended as provided under "How to Redeem Fund
Shares".
HOW TO BUY FUND SHARES
Shares of the Fund are offered on a continuous basis at the net asset
value. The net asset value per share of the Fund, and hence the purchase price
of the shares, will vary with the value of securities held in the Fund's
portfolio. Purchasers of the Fund's shares pay no "sales load"; the full amount
of the purchaser price goes toward the purchase of shares of the Fund. Purchases
are made at the net asset value next determined following receipt of a purchase
order by the Fund's Manager, Hudson Advisors, Inc. at the address set forth
below, accompanied by payment for the purchase. The Fund may also from time to
time accept wire purchase orders from broker/dealers and institutions who have
been approved previously by the Fund.
Orders for shares of the Fund received prior to the close of regular
trading hours on the New York Stock Exchange (currently 4:00 p.m. New York time)
are confirmed as the net asset value determined at the close of regular trading
hours on the Exchange on that day.
Orders received at the address set forth below subsequent to the close of
regular trading hours on the New York Stock Exchange will be confirmed as the
net asset value determined at the close of regular trading hours on the next day
the New York Stock Exchange is open.
An account may be opened and shares of the Fund purchased by completing the
Investment Application enclosed within this Prospectus and sending the
Application, together with a check for the desired amount, payable to "Hudson
Investors Fund, Inc. " c/o Hudson Advisors, Inc., 790 Bloomfield Avenue, P.O.
Box 2070, Clifton, New Jersey, 07012. The minimum amount for the initial
purchase of shares of the Fund is $100.00. This minimum amount will remain in
effect until the Fund reaches 2,000 shareholders, after which time the minimum
amount for initial purchases will be $5,000.00. Subsequent purchases maybe made
in amount s of $100 or more. (Note: There are no minimum investment amounts
applied to retirement plans.) After each purchase you will receive an account
statement for the shares purchased. Once a shareholder's account has been
established, additional purchases may be made by sending a check made payable to
"Hudson Investors Fund, Inc." to the Fund c/o Hudson Advisors, Inc., 790
Bloomfield Ave., P.O. Box 2070, Clifton, New Jersey, 07012. Please enclose the
stub of your account statement and include your Fund account number on your
check (as well as the attributable year for retirement plan investments, if
applicable). PLEASE NOTE: A $30 FEE WILL BE CHARGED TO YOUR ACCOUNT FOR ANY
PAYMENT CHECK RETURNED TO THE CUSTODIAN DUE TO INSUFFICIENT FUNDS.
You may also pay for shares by instructing your bank to wire federal funds
to the Fund. Federal funds are monies of member banks within the Federal Reserve
System. Your bank must include the full name(s) in which you account is
registered and your Fund account number, and should address its wire as follows:
Summit Bank Hackensack/Trust ABA #021202162
For
A/C
FBO "Hudson Investors Fund, Inc."
Account of
Shareholder Account #1400634005
If you are opening a new account by wire transfer, you must first telephone
Hudson Investment Management at (973) 458-8000 to request an account number and
furnish your social security or other tax identification number. A completed
application with signature(s) of registrant(s) must be filed with the Fund
immediately subsequent to the initial wire.
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Federal funds wires must be in amounts of $ 1,000 or more. Your bank will
generally charge a fee for this wire. The Fund will not be responsible for the
consequences of delays, including delays in the banking or Federal Reserve wire
systems.
Shares of the Fund may be purchased or redeemed through certain
broker/dealers who may charge a transaction fee, which would not otherwise be
charged if the shares were purchased or redeemed directly from the Fund.
The Fund reserves the right to reject purchases under circumstances or in
amounts considered disadvantageous to the Fund. CERTIFICATES WILL NOT BE ISSUED
UNLESS REQUESTED IN WRITING BY THE REGISTERED SHAREHOLDER(S).
The Fund is required by federal tax law to withhold 31% of reportable
payments (which may include dividends, capital gains distributions, and
redemptions) paid to shareholders who have not complied with IRS regulations
regarding Tax ID Certification. In order to avoid this withholding requirement,
you must certify through signature on your Application, or on a separate W-9
Form supplied by the Fund, that your Social Security or Taxpayer Identification
Number is correct (or you are waiting for a number to be issued to you), and
that you are currently not subject to backup withholding, or you are exempt from
backup withholding.
While the Fund provides most shareholder services, certain special
services, such as a request for a historical transcript of an account, may
involve an additional fee. To avoid having to pay such a fee for these special
services, it is important that you save your last year-to-date Confirmation
Statement received each year.
PLEASE REFER ALL QUESTIONS AND CORRESPONDENCE ON NEW AND EXISTING ACCOUNTS
(SUCH AS PURCHASES OR REDEMPTIONS, OR STATEMENTS NOT RECEIVED), DIRECTLY TO THE
FUND, BY WRITING TO HUDSON INVESTORS FUND, INC., 790 BLOOMFIELD AVE., P.O. BOX
2070, CLIFTON, NEW JERSEY 07013, OR BY CALLING THE FUND CUSTOMER SERVICE
DEPARTMENT AT (973) 458-8000. PLEASE REFERENCE YOUR FUND ACCOUNT NUMBER.
HOW TO REDEEM FUND SHARES
BY WRITTEN REQUEST ONLY
Shareholders may only redeem shares of the Fund by mail, by writing
directly to the Fund and requesting liquidation of all or any part of their
shares. The redemption request must be signed exactly as the shareholder's name
appears on the form of registration and must include the Fund account number. If
shares are owned by more than one person, the redemption request must be signed
by all owners exactly as their names appear in the registration. Shareholders
holding stock certificates must deliver them along with their signed redemption
requests. To protect your account, and the Fund from fraud, signature guarantees
are required for certain redemptions. SIGNATURE GUARANTEES ARE REQUIRED FOR: (1)
all redemptions of $5,000 or more; (2) any redemptions if the proceeds are to be
paid to someone other than the person(s) or organization in whose name the
account is registered; (3) any redemptions which request that the proceeds be
wired to a bank, and (4) requests to transfer the registration of shares to
another owner. The Fund requires that signatures be guaranteed by an "eligible
guarantor institution" as defined in rule 17Ad-I 5 under the Securities Exchange
Act of 1934. Eligible guarantor institutions include banks, brokers, dealers,
credit unions, national securities exchanges, registered securities
associations, clearing agencies and savings associations. Broker-dealers
guaranteeing signatures must maintain net capital of at least $100,000. Credit
unions must be authorized to issue signature guarantees. Signature guarantees
will be accepted from any eligible guarantor institution which participates in a
signature guarantee program. The Fund cannot accept guarantees from notaries
public. In certain instances, the Fund may require additional documents, such as
certified death certificates or proof of fiduciary or corporate authority.
(NOTE: PLEASE CALL HUDSON INVESTORS FUND, INC. TO VERIFY REQUIRED LANGUAGE FOR
ALL RETIREMENT REDEMPTION REQUESTS). No redemption shall be made unless a
shareholder's investment application is first on file. In addition, the Fund
will not mail redemption proceeds until checks (including certified checks or
cashier's checks) received for the shares purchased have cleared, which can be
as long as 15 days.
Redemption requests mailed to the Fund's "Investment Manager" located in
Clifton, New Jersey must be forwarded to the Fund's Administrator and will not
be effected until they are received and determined to be in good order by the
Fund's Administrator. The Fund's Administrator cannot accept redemption requests
which specify a particular forward date for redemption. Due to the relatively
high cost of maintaining smaller accounts, the Fund reserves the right to
involuntarily redeem shares in any account for its then current net asset value
(which will be promptly paid to the shareholder) if at any time the total
investment does not have a value of at least $1,000.00, provided such reduction
in value below the minimum is due to shareholder redemptions and not due solely
to reduction in net asset value due to the Fund's performance. The shareholder
will
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be notified that the value of his or her account is less than the required
minimum and will be allowed at least 30 days to bring the value of the account
up to at least $1000.00 before the redemption is processed.
The redemption price will be the net asset value of the shares to be
redeemed as determined at the first close of regular trading hours on the New
York Stock Exchange after receipt of such shares to be redeemed. No redemption
charge will be made. Payment for shares redeemed is made within seven days after
receipt in good order, at the address set forth above, of the certificates (or
of the redemption request where no certificates have been issued) by mailing a
check to the shareholder's address of record. Please note, a $20 fee will be
charged to your account at the time of redemption if instructions to wire
proceeds are given; there is no fee to mail proceeds.
The right of redemption may not be suspended or payment upon redemption
deferred for more than seven calendar days except: (1) when trading on the New
York Stock Exchange is restricted as determined by the Securities and Exchange
Commission or such Exchange is closed, other than for, weekends and holidays,
(2) when the Securities and Exchange Commission has by order permitted such
suspension or (3) when an emergency, as defined by the Rules of the Securities
and Exchange Commission, exists, making disposal of portfolio securities or
valuation of net assets of the Fund not reasonably practicable. In case of a
suspension of the determination of the net asset value, the right of redemption
is also suspended and unless a shareholder withdraws his request for redemption,
he will receive payment at the net asset value next determined after termination
of the suspension.
As provided in the Fund's Articles of Incorporation, payment for shares
redeemed may be made either in cash or in kind, or partly in cash and partly in
kind. However, the Fund has elected, pursuant to Rule 18f- I under the
Investment Company Act of 1940, to redeem its shares solely in cash up to the
lesser of $250,000 or one percent of the net asset value of the Fund, during any
90 day period for any one shareholder. Payments in excess of this limit will
also be made wholly in cash unless the Board of Directors believes that economic
conditions exist which would make such a practice detrimental to the best
interest of the Fund. Any portfolio securities paid or distributed in kind would
be valued as described under "Computation of Net Asset Value". Subsequent sale
of such securities would require payment of brokerage commissions by the
investor.
The value of a shareholder's shares on redemption may be more or less than
the cost of such shares to the shareholder, depending upon the net asset value
of the Fund's shares at the time of redemption.
HOW TO REINVEST INCOME DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
Any shareholder may at any time request and receive automatic reinvestment
of any Fund income dividends and capital gains distributions, or income
dividends only, or capital gains distributions only, in additional shares of the
Fund unless the Fund's Board of Directors determines otherwise. Under this
arrangement, the Fund sells to the shareholder full and fractional shares at the
net asset value per share, adds these shares to the shareholder's unissued
certificate account, and sends the shareholder an account statement reflecting
the reinvestment. The $100 minimum requirement for subsequent investments does
not apply to such reinvestment.
The election to reinvest may be made on the Investment Application enclosed
within this Prospectus or by writing to Hudson Investors Fund, Inc., c/o Hudson
Investment Management, Inc., 790 Bloomfield Ave., P.O. Box 2070, Clifton, New
Jersey 07012. Any such election will automatically continue for subsequent
dividends or distributions until written revocation is received by the Fund.
INCOME DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS: TAX TREATMENT
The Fund expects to distribute quarterly substantially all of its net
investment income, if any, and annually all of its net realized capital gains,
if any. Any distribution paid necessarily reduces the Fund's net asset value per
share by the amount of the distribution. Distributions may be reinvested in
additional shares of the Fund (see "How to Reinvest Income Dividends and Capital
Gains Distributions" above).
The Fund intends to meet the requirements for the special tax treatment
afforded certain investment companies and their shareholders under Subchapter M
of the Internal Revenue Code. Under such circumstances, the Fund is not subject
to federal income tax on such part of its ordinary taxable income or net
realized long-term capital gains that it distributes to shareholders.
Distributions paid by the Fund from net investment income and short-term capital
gains (but not distributions paid from long-term capital gains) will be taxable
as ordinary income to shareholders, whether received in cash or reinvested in
the Fund. Such ordinary income distributions will qualify for the dividends
received deduction for corporations to the extent of
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the total qualifying dividends received by the Fund for the year. Shareholders
who are citizens or residents of the United States will be subject to federal
taxes with respect to long-term realized capital gains which are distributed to
them, whether or not reinvested in the Fund and regardless of the period of time
such shares have been owned by the shareholders. Detailed federal tax
information will be furnished to each shareholder after the end of each calendar
year.
Dividends declared in October, November or December of any year payable to
shareholders of record on a specified date in such months, will be deemed for
federal tax purposes to have been received by the shareholders and paid by the
Fund on December 31 of such year in the event such dividends are paid (as
expected) during January of the following year.
Prior to purchasing shares of the Fund, the impact of dividends or capital
gains distributions which are expected to be announced or have been announced
but not paid should be carefully considered. Any such dividends or capital gains
distributions paid shortly after a purchase of shares by an investor prior to
the record date will have the effect of reducing the per share net asset value
of his or her shares by the per share amount of the dividends or distributions.
All or a portion of such dividends or distributions, although in effect a return
of capital, is subject to taxes, which may be at ordinary income tax rates.
A taxable gain or loss may be realized by an investor upon his redemption,
transfer or exchange of shares of the Fund, depending upon the cost of such
shares when purchased and their price at the time of redemption, transfer or
exchange.
The information above relates only to federal taxes. Income and capital
gains distributions may also be subject to state and local taxes.
SYSTEMATIC CASH WITHDRAWAL PLAN
The Fund offers a Systematic Cash Withdrawal Plan as another option which
may be utilized by an investor who wishes to withdraw funds from his account on
a regular basis. To participate in this option an investor must either own or
purchase shares having a value of $10,000 or more. Automatic payments by check
will be mailed to the investor on either a monthly, quarterly, semi-annual or
annual basis in amounts of $500 or more. All withdrawals are processed on the
25th of the month or, if such day is not a business day, on the next business
day and paid promptly thereafter. Please complete the appropriate section on the
Investment Application enclosed within this Prospectus, indicating the amount of
the distribution and the desired frequency.
An investor should realize that if withdrawals exceed income dividends and
capital gain distributions, the invested principal will be depleted. Thus,
depending on the size of the withdrawal payments and fluctuations in the value
of the shares, the original investment could be exhausted entirely. An investor
may change or stop the Plan at any time by written notice to the Fund. DIVIDENDS
AND CAPITAL GAINS DISTRIBUTIONS MUST BE AUTOMATICALLY REINVESTED TO PARTICIPATE
IN THIS PLAN. Stock certificates cannot be issued under the Systematic Cash
Withdrawal program.
PERFORMANCE CALCULATIONS
From time to time, performance information, such as total return for the
Fund, may be quoted in advertisements or in communications to shareholders. The
Fund's total return may be calculated on an average annual total return basis,
and may also be calculated on an aggregate total return basis, for various
periods. Average annual total return reflects the average annual percentage
change in value of an investment in the Fund over the measuring period.
Aggregate total return reflects the total percentage change in value over the
measuring period. Both methods of calculating total return assume that dividends
and capital gains distributions made by the fund during the period are
reinvested in Fund shares.
The total return of the Fund may be compared to that of other mutual funds
with similar investment objectives and other relevant indices or to rankings
prepared by independent services or other financial or industry publications
that monitor the performance of mutual funds. For example, the total return of
the Fund's shares may be compared to data prepared by Lipper Analytical
Services, Inc. and to indices prepared by Dow Jones & Co., Inc. and Standard &
Poor's Corporation and Morningstar Inc.
Performance quotations of the Fund represent the Fund's past performance
and should not be considered as representative of future results. The investment
return and principal value of an investment in the Fund will fluctuate so that
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an investor's shares, when redeemed, may be worth more or less than their
original cost. Any fees charged by banks or other institutional investors
directly to their customer accounts in connection with investments in shares of
the Fund will not be included in the Fund's calculations of yield and total
return.
DESCRIPTION OF COMMON STOCK
The Fund is a Maryland corporation organized on March 12, 1993. The Fund's
authorized capital is 200 million shares of Common Stock, par value $0.001 per
share. Each share has equal voting, dividend and liquidation rights. The
outstanding shares are, and shares offered by this Prospectus when issued for a
consideration in excess of the par value will be, fully-paid and non-assessable.
Shares have no preemptive or conversion rights and are freely transferable.
Shares may be issued as full or fractional shares and each fractional share
has proportionately the same rights as provided for full shares.
The Fund's shares have non-cumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of directors can
elect 100% of the directors if they choose to do so and, in such event, the
holders of the remaining shares voting for the election of directors will not be
able to elect any directors.
The Fund does not presently intend to hold annual meetings of shareholders
except as required by the Investment Company Act of 1940 or other applicable
law. However, it should be noted that only 10% of the shareholders are necessary
to call for a meeting of shareholders to consider the removal of one or more
directors. To the extent required by law, the Fund will assist in shareholder
communication in such matters.
LITIGATION
On March 30, 1999, an Administrative Law Judge of the Securities and
Exchange Commission ordered the Fund, its Adviser and its President to "cease
and desist from committing or causing a violation or any future violation of
Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Rule
10b-5 thereunder, Section 34(b) of the Company Act". The Adviser was
additionally ordered to cease and desist from the violation of "Section 204 and
207 of the Adviser Act and Rule 204-1(b) thereunder". Mr. Latef was additionally
ordered to cease and desist from violations of Section 207 of the Adviser Act.
The order also suspended Mr. Latef from "being associated with an investment
adviser or an investment company for a period of three months". Mr. Latef filed
a petition for review by the Commission of this initial decision with regard to
him personally. The Fund and the Adviser decided not to file such a petition.
GENERAL INFORMATION
The Fund's complete address is: Hudson Investors Fund, Inc.
790 Bloomfield Avenue,
P.O. Box 2070
Clifton, New Jersey 07012
Its telephone number is: (973) 458-8000
As used in this Prospectus the term "majority" means the holders of the
lesser of (1) 67% of the Fund's shares present at a meeting if the holders of
more than 50% of the outstanding shares are present in person or by proxy; or
(2) more than 50% of the Fund's outstanding shares.
CUSTODIAN AND TRANSFER AGENT
Summit Bank, 210 Main Street, Hackensack, New Jersey serves as Custodian of
all securities and cash owned by the Fund.
The Custodian performs no managerial or policy making functions for the
Fund. Pursuant to an agreement between the Custodian and the Administrator, the
Administrator performs certain administrative and record-keeping services for
the Custodian. The Custodian re-allows a portion of its custody fee to the
Manager for providing those services delegated to it by the Fund.
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Jersey Transfer and Trust Co., 201 Bloomfield Avenue, Verona, New Jersey
serves as the Fund's Transfer Agent.
AUDITS AND REPORTS
Investors in the Fund will be kept informed of its progress through
quarterly reports showing diversification of portfolio, principal security
changes, statistical data and other significant data and annual reports
containing audited financial statements. The Fund's independent certified public
accountants are Demian & Company, 60 Walnut Avenue, Suite 100, Clark, New
Jersey.
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PROSPECTUS
June 25, 1999
INVESTMENT MANAGER
Hudson Advisers, Inc.
790 Bloomfield Avenue
P.O. Box 2070
Clifton, New Jersey 07012
Telephone (973) 458-8000
ADMINISTRATOR
Hudson Investment Management, Inc.
790 Bloomfield Avenue
P.O. Box 2070
Clifton, New Jersey 07012
Telephone (973) 458-8000
CUSTODIAN BANK
Summit Bank
Investment Management Division
201 Main Street
Hackensack, NJ 07602
TRANSFER AGENT
Jersey Transfer and Trust Co.
201 Bloomfield Avenue
P.O. Box 36
Verona, NJ 07044
INDEPENDENT ACCOUNTANTS
Demian & Co.
60 Walnut Avenue, Suite 100
Clark, NJ 07066
LEGAL COUNSEL
John W. Belash, Esq.
110 Wall Street, Suite 15B
New York, NY 10005
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HUDSON INVESTORS FUND, INC.
HUDSON INVESTORS FUND, INC.
STATEMENT OF ADDITIONAIL INFORMATION
June 25,1999
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS BUT SHOULD BE READ
IN CONJUNCTION WITH THE CURRENT PROSPECTUS FOR HUDSON INVESTORS FUND, INC. (THE
" FUND"), DATED JUNE 25, 1999. A COPY OF THE PROSPECTUS FOR THE FUND MAY BE
OBTAINED BY CONTACTING HUDSON INVESTORS FUND, INC., 790 BLOOMFIELD AVENUE, P.O.
BOX 2070 CLIFTON, NEW JERSEY 07012, OR BY TELEPHONING (973) 458-8000.
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TABLE OF CONTENTS
Page
Statement of Additional Information.......................... 3
Investment Restrictions...................................... 3
Directors and Officers of the Fund........................... 4
The Investment Advisory Agreement............................ 5
Portfolio Transactions and Brokerage Commissions............. 5
Additional Information Concerning Taxes...................... 5
Additional Information on Performance Calculations........... 6
Financial Statements......................................... 8
2
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STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information should be read in conjunction with
the Prospectus of the Fund having the same date as this Statement of Additional
Information. Much of the information contained in this Statement of Additional
Information expands upon subjects discussed in the Prospectus. No investment in
shares of the Fund should be made without first reading the Prospectus of the
Fund.
INVESTMENT RESTRICTIONS
A list of the Fund's Investment policies and restrictions, including those
policies and restrictions that can be changed by the Board of Directors without
shareholder approval, can be found on page 3 of the Fund's Prospectus dated June
15, 1999.
The following investment restrictions are deemed fundamental policies and
may be changed only by the approval of the holders of a "majority" of the Fund's
shares (as defined under "General Information"):
THE FUND WILL NOT:
1. Borrow money or engage in collateralized or covered short sales.
2. Issue any senior securities (as defined in the Investment Company Act of
1940).
3. Act as an underwriter of securities.
4. Purchase or sell real estate.
5. Invest less than 75% of the value of its total assets in securities limited
in respect to any one issuer to an amount not exceeding 5% of the value of
its total assets, Government securities (as defined in the Investment
Company Act of 1940), cash and cash items. (There is no similar restriction
as to the investment of the balance of the Fund's total assets). It should
be noted however that the Fund will not invest in any interest bearing
instruments. Consequently, there may not be any Government Securities or
cash items available to the Fund.
6. Purchase or own 10% or more of the outstanding voting securities of any
electric or gas utility company (as defined in the Public Utility Holding
Company Act of 1935).
7. Purchase the securities of an issuer, if, to the Fund's knowledge, one or
more Officer(s) or Director(s) of the Fund or of its Investment Advisor or
Manager individually own more than 0.5%, and those owning more than 0.5%
together own beneficially more than 5%, of the outstanding securities of
such issuer.
8. Make loans to other persons or lend or deposit money for interest.
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9. Invest in options or commodities.
10. Invest more than 25% of the assets of the Fund in any one industry.
THE FOLLOWING INVESTMENT RESTRICTIONS MAY BE CHANGED BY THE BOARD OF DIRECTORS
OF THE FUND.
1. Invest for the purpose of exercising control or management.
The percentage limitations on investments are applied at the time an
investment is made. An actual percentage in excess of a stated percentage
limitation does not violate the limitation unless such excess exists immediately
after an investment is made and results from the investment. In other words,
appreciation or depreciation of the Fund's investments will not cause a
violation of the limitations. In addition, the limitations will not be violated
if the Fund receives securities by reason of a merger or other form of
reorganization.
DIRECTORS AND OFFICERS OF THE FUND
The following have consented to act as the directors and executive officers
of the Fund. Their position with the Fund, their addresses, affiliations, if
any, with the Investment Advisor or Manager, and principal occupations during
the past five years are set forth below. An asterisk (*) after a name indicates
an "interested person" as such term is defined in the Investment Company Act of
1940.
OFFICERS AND DIRECTORS
Akram Choudhry*, age 49, the Chairman and a Director of the Fund, has owned
several privately held import/export concerns for over ten years. He holds a
Bachelor's degree in Accounting from Pace University, New York, New York,
awarded in 1976. Mr. Choudhry is also chairman of Hudson Investors Group, a
private fund located in Cedar Grove, New Jersey. Mr. Choudhry owns more than 10%
of the Fund's shares individually.
Javed Latef*, age 55, has been the President and a Director of the Fund
since inception. Prior to that time he was President of the Hudson Investors
Group, Inc., a private fund located in Cedar Grove, New Jersey. Mr. Latef is a
Chartered Accountant in England and Wales. Mr. Latef received his MS, Business
from the University of Edinburgh, Scotland. Mr. Latef is also President of
Hudson Investors Group, Inc.
DIRECTORS
Amer Choudhry*, age 26, received his BA from Montclair State University,
Montclair, New Jersey. He is the son of Akram Choudhry, Chairman of the Board of
Directors of the Company.
A. Bari Lateef, age 59, has been the Chief Executive Officer of Tri-State
Laboratories for in excess of the last ten years. He holds a Ph.D. in Chemistry
from the University of Newcastle, England.
Rashid J. Khan, M.D., age 49, is a surgeon who earned his medical degree
from King Edward Medical College, University of the Punjab, Lahore, Pakistan. He
is a Diplomat of the American Board of Surgery, Fellow of the American College
of Surgeons and Fellow of the International College of Surgeons.
Pieter J. De Jong, age 51, Attorney, Partner de Jong & Weber, General
Counsel First Connicticut Consulting Group, Inc., a diversified financial and
investment services company. He holds a Doctor in Law degree from University of
Toledo.
E. J. Sobek, age 48 is President of American Eagle Food Products, Inc. He
has held several executive positions with multi-national food corporations.
The officers and directors of the Fund receive no direct compensation from
the Fund for services to it. There are no separate audit, compensation or
nominating committees of the Board of Directors.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Akram Choudhry, 790 Bloomfield Avenue, Clifton, 07012, Chairman and
Director of the Fund owns 38% of the shares of the Fund individually. Mr.
Choudhry is the only "control person" of the Fund.
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First Trust Corp., Denver, Colorado for the account of Marino Marquez, owns
more than 10% but is not a "control person".
THE INVESTMENT ADVISORY AGREEMENT
The Investment Advisory Agreement (the "Agreement") requires Hudson
Advisers, Inc. (the "Manager"), to furnish research, statistical and
administrative services and advice, reports and recommendations with respect to
the Fund's portfolio, and to compute the net asset value of the Fund's shares
and maintain the books and records of the Fund. The Agreement provides that the
Manager is not required to give the Fund preferential treatment as compared with
the treatment given to any other customer or investment company. In addition,
the Manager furnishes to the Fund office space and facilities necessary in
connection with the operation of the Fund. The Fund pays, or arranges for others
to pay, all other expenses in connection with its operations.
The investment advisory fee payable under the Agreement is payable monthly,
at an annual rate set forth in the Prospectus under "Investment Manager and the
Administrator." The same section in the Prospectus provides the details about a
memorandum of understanding signed by the manager, whereby its shares may be
acquired by another company.
THE ADMINISTRATIVE AGREEMENT
Hudson Investment Management, Inc. (the "Administrator") provides certain
administrative services to the Fund, including assistance with all federal and
state compliance matters. The Administrator receives a fee payable monthly at
the annual rate set forth in the Prospectus under "Investment Manager and the
Administrator." The same section in the prospectus sets out pertinent
information about acquisition of this company by another company.
The Administrator also serves as the Fund's accounting services agent, and
responsibility for certain accounting services (e.g. computation of the net
asset value of the Fund's shares and maintenance of the Fund's books and,
financial records).
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
The Investment Advisory Agreement contains provisions which authorize the
Manager to recommend and cause the Fund to pay brokerage commissions in excess
of commissions which might be charged by other brokers, where a determination is
made that the amount of commission paid is reasonable in relation to the
brokerage and research services provided by the broker to the Fund, viewed in
terms of the particular transaction or the overall responsibilities of the
Manager with respect to the Fund. In addition, the Investment Advisory Agreement
recognizes that the Manager may, at its expense, acquire statistical and factual
information, advice about economic factors and trends and other appropriate
information from others in carrying out its obligations.
ADDITIONAL INFORMATION CONCERNING TAXES
The following summarizes certain additional tax considerations generally
affecting the Fund and its shareholders that are not described in the
Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Fund or its shareholders, and the discussion here and in the
Prospectus is not intended as a substitute for careful tax planning. Potential
investors should consult their tax advisors with specific reference to their own
tax situation.
As stated in the Prospectus, the Fund intends to qualify as a regulated
investment company under the Internal Revenue Code for each taxable year. The
Fund will not be treated as a regulated investment company for a
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taxable year if the Fund derives 30% or more of its gross income from the sale
or other disposition of securities and certain other investments held for less
than three months.
Ordinary income of individuals is taxable at a maximum nominal rate of
39.6%. Net long-term capital gains are taxed at rates not exceeding 28%. For
corporations, long-term capital gains and ordinary income are both taxable at a
maximum nominal rate of 34% (or at a maximum effective marginal rate of 30% in
the case of corporations having taxable income between $ 100,000 and $335,000).
A 4% nondeductible excise tax is imposed on regulated investment companies
that fail to currently distribute an amount equal to specified percentages of
their ordinary taxable income and capital gain net income (excess of capital
gains over capital losses). The Fund intends to make sufficient distributions or
deemed distributions of its ordinary taxable income and any capital gain net
income prior to the end of each calendar year to avoid liability for this excise
tax.
If for any fiscal year the Fund does not qualify for the special tax
treatment afforded regulated investment companies, all of its taxable income
will be subject to federal income tax at regular corporate rates (without any
deduction for distributions to its shareholders). In such event, dividend
distributions would be taxable as ordinary income to shareholders to the extent
of the Fund's current and accumulated earnings and profits, and would be
eligible for the dividends received deduction for corporations.
The foregoing discussion is based on Federal tax laws and regulations which
are in effect on the date of this Statement of Additional Information; such laws
and regulations may be changed by legislative or administrative action.
ADDITIONAL INFORMATION ON PERFORMANCE CALCULATIONS
From time to time, the Fund's total return may be quoted in advertisements,
shareholders reports or other communications to shareholders.
TOTAL RETURN CALCULATIONS
The Fund computes its aggregate total and average annual return by
determining the average annual compounded rate of return during specified
periods that equate the initial amount invested to the ending redeemable value
of such investment. This is done by dividing the ending redeemable value of the
hypothetical $ 1,000 initial investment by $ 1, 000 and raising the quotient to
a power equal to one dividend by the number of years (or fractional portion
thereof) covered by the computation and subtracting one from the result.
This calculation can be expressed as follows:
P (1 + T) TO THE POWER OF n = ERV
P= hypothetical initial investment of $1,000
Where: T= average annual total return
n= number of years
ERV= ending redeemable value of a hypothetical
$1,000 investment made at the beginning of the
period.
Since performance will fluctuate, performance data for the Fund cannot
necessarily be used to compare an investment in the Fund's shares with bank
deposits, savings accounts and similar investment alternatives which often
provide an agreed or guaranteed fixed yield for a stated period of time.
Shareholders should remember that performance is generally a function of the
kind and quality of the instruments held in a portfolio, portfolio maturity,
6
<PAGE>
operating expenses and market conditions. Additionally, shareholders should be
aware that while certain banks have FDIC insurance, investments in the Fund are
NOT insured.
FINANCIAL STATEMENTS
The financial statements of the Fund which appear in this Statement of
Additional Information have been examined by Demian & Company, 60 Walnut Avenue,
Suite 100, New Jersey 07066, independent certified public accountants. The
report of the said firm of accountants given upon their authority as experts in
accounting and auditing is also included.
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INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Hudson Investors Fund, Inc.
790 Bloomfield Ave., P.O. Box 2070
Clifton, New Jersey 07015
We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of Hudson Investors Fund, Inc. as of
December 31, 1998, and related statements of operations for the year then ended
and changes in net assets for the year ended, and the financial highlights of
the year. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and 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 include confirmation of investments owned as of
December 31, 1998, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Hudson Investors Fund, Inc. at December 31, 1998, the results of its operations
for the year then ended, the changes in its net assets for the period then
ended, and the selected financial highlights for the period then ended, in
conformity with generally accepted accounting principles.
Peter Demian, CPA June 10, 1999
Demian & Co.
Clark, N.J.
60 Walnut Avenue, Suite 100, New Jersey. Phone (732) 382-5888,
Fax (732) 548-5567
8
<PAGE>
HUDSON INVESTORS FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
AS OF DECEMBER 31,1998
<TABLE>
<CAPTION>
<S> <C> <C>
Assets
Investments at value $ 5,560.40
(Cost $26,006.20)
Liquid Assets in Custodian Account $ 2,290.96
Cash $ 370.14
Other Assets- Organization Expense $125,000.00
less: amortization $(22,000.00) $103,000.00
-----------
Total Assets $111,221.50
-----------
Liabilities
Payable for:
Investor Funds Pending Instructions $ 10,436.16
Accounts Payable $ 5,100.00
-----------
Total liabilities $ 15,536.16
-----------
Net Assets $ 95,685.34
-----------
Analysis of Net Assets
Capital Stock, par value $0.001:
200,000,000 shares authorized,
24,789.1305 shares issued and outstanding $227,241.01
Retained Earnings $(34,582.71)
Net Unrealized Loss on Investments in Securities $(20,445.80)
Net Loss on Operations $(64,140.05)
Net Realized Loss on Sale of Investments $(12,387.11)
-----------
Net Assets applicable to shares outstanding $ 95,685.34
-----------
</TABLE>
See Notes to Financial Statements
9
<PAGE>
HUDSON INVESTORS FUND, INC.
PORTFOLIO OF INVESTMENTS AT DECEMBER 31,1998
<TABLE>
<CAPTION>
Market Segment Number of Company Market Value Percent of
Shares Portfolio
<S> <C> <C> <C> <C>
Computer Peripherals 200 Applied Magnetics 1,237.60 22.26
Diversified 15,800 Hightec Inc. 4,202.80 75.58
Entertainment 12,000 Classic Vision Entertainment 120.00 2.16
-------- ------
5,560.40 100.00
</TABLE>
See Notes to Financial Statements
10
<PAGE>
HUDSON INVESTORS FUND, INC.
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31,1998
Income:
Dividends and interest $ 333.04
----------
Expenses:
Office expenses $ 1,207.59
Custodian and transfer agent fees $ 5,227.08
Regulatory fees and related expenses $ 2,133.50
Filing and quotation services $ 3,768.00
Professional fees $42,136.92
Amortization of organizational expenses $10,000.00
----------
Total expenses $64,473.09
----------
Net Income / (Loss) from operations $(64,140.05)
----------
Net realized and unrealized gain (loss) on investments
Net realized gain on sales of investments $(12,387.11)
Net unrealized appreciation (depreciation) on investments $(20,445.80)
----------
Net Increase (decrease) in net assets resulting from operations $(32,832.91)
----------
See Notes to Financial Statements.
11
<PAGE>
HUDSON INVESTORS FUND, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31,1998
<TABLE>
<S> <C>
Cash Flows From Operating Activities:
Net Income $(64,140.05)
Adjustments to Reconcile Net Income to Net Cash Flows From Operating Activities:
Change in Unrealized Appreciation on Investments in Securities $ 13,034.90
Amortization of Organization Expense $(10,000.00)
Changes in Operating Assets and Liabilities:
Other Assets
Accounts Payable and Accrued Expenses $ 15,536.16
Net Cash Flows From Operating Activities $(45,568.99)
-----------
Cash Flows From Investing Activities:
Capital Gains / (Losses) $(12,387.11)
Stock Transactions $ 44,737.90
Net Cash Flows From Financing Activities $ 32,350.79
-----------
Net Increase (decrease) in Cash $(13,218.20)
-----------
Cash- Beginning of Year $ 15,879.30
Cash- End of Year $ 2,661.10
-----------
</TABLE>
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year for:
Interest $0.00
Income Taxes $0.00
See Notes to Financial Statements
12
<PAGE>
HUDSON INVESTORS FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31,1998
<TABLE>
<CAPTION>
Year ended December 31,
1998 1997
----------- -----------
<S> <C> <C>
Operations, dividends and capital share activity
Net investment income 333.04 $ 1,237.25
Net realized gain (loss) (12,387.11) $ 6,554.47
Changes in net unrealized depreciation 13,034.90 $(33,480.70)
Net increase in net assets resulting from operations (64,473.09) $(43,045.41)
Net increase (decrease) from capital share transactions (6,152.34) $ (3,190.56)
----------- -----------
Total increase (decrease) in net assets (69,644.60) $(71,924.95)
Net Assets Beginning of Year 165,329.94 $237,254.89
Net Assets End of Year 95,685.34 $165,329.94
----------- -----------
</TABLE>
See Notes to Financial Statements.
13
<PAGE>
HUDSON INVESTORS FUND, INC.
SELECTED PER SHARE DATA AND RATIO
FOR THE YEAR ENDED DECEMBER 31,1998
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD $ 6.41
NET INVESTMENT INCOME (LOSS) AND DIVIDENDS DECLARED $ (2.54)
NET ASSET VALUE, END OF PERIOD $ 3.87
TOTAL RETURN Loss 39.63%
RATIOS TO AVERAGE NET ASSETS
EXPENSES 49.09%
NET INVESTMENT INCOME (LOSS) $ (32,832.91)
SUPPLEMENTAL DATA:
NET ASSETS AT END OF PERIOD $95,685.34
See Notes to Financial Statements
14
<PAGE>
HUDSON INVESTORS FUND, INC.
NOTES TO THE FINANCIAL STATEMENTS
AS AT DECEMBER 31,1998
1. DESCRIPTION OF THE FUND
Hudson Investors Fund, Inc. (" the Company") is a registered investment company
following guidelines for investing ethically. The Company does not invest in
securities of companies in the tobacco, banking, gambling or brewery industries
or companies that pollute the environment or condone apartheid, ethic cleansing
or other inhuman behavior.
2. SIGNIFICANT ACCOUNTING POLICIES
Investment valuation
Investments are stated at value. Fixed income securities are valued by using
market quotations, or independent pricing services that use prices provided by
market makers or estimates of market values obtained from yield data relating to
instruments or securities with similar characteristics. Portfolio securities
that are traded on a domestic securities exchange are valued at the last sale
price (currently 4:00 p.m. New York time) on the exchange where primarily traded
or, if there is no recent sale, at the last current bid quotation.
Portfolio securities are valued as follows:
1. Securities listed or admitted to trading on any national securities
exchange are valued at their last sale price at the exchange where the
securities are principally traded.
2. Securities traded in the over-the-counter market are valued at the last
sale prices, if carried by NASDAQ; other over-the-counter securities are
valued at the mean between the closing bid and asked prices obtained from a
principal reporting agency.
3. All other securities and assets are valued at their fair value as
determined in good faith by the Board of Directors of the Fund, which may
include the amortized cost method of securities maturing in sixty days or
less and other cash equivalent investments.
3. INVESTMENT TRANSACTION AND INVESTMENT INCOME
Investment transactions are accounted for on the trade date (date the order to
buy or sell is executed). Dividend income is recorded on the ex-dividend date
and interest income is recorded on the accrual basis. Interest income includes
premium and discounts amortization on money market instruments; it also includes
original issue and market discount amortization on long-term fixed income
securities. Realized gains and losses from investment transactions are reported
on an identified cost basis.
The fund may purchase securities with delivery or payments to occur at a later
date. At the time the Fund enters into a commitment to purchase a security, the
transaction is recorded and the value of the security is reflected in the net
asset value. The value of the security may vary with market fluctuations. No
interest accrues to the Fund until payment takes place. At the time the Fund
enters into this type of transaction it is required to designate cash or other
liquid assets equal to the value of the securities purchased. At December 31,
1998 the Fund had no purchase commitments.
Fund Share Valuation
Fund shares are sold and redeemed on a continuous basis at net asset value. On
each day the New York Stock Exchange is open for trading, the net asset value
per share is determined as of the earlier of 4:00 p.m. New York time or the
close of the Exchange. The net asset value per share is determined separately
for the one class of stock by dividing the Fund's net assets attributable to the
class by the number of shares of the stock outstanding.
Federal income taxes and dividends to shareholders.
The Fund has complied with the special provisions of the Internal Revenue Code
available to investment companies for the year ended December 31, 1998. There in
no accumulated net realized loss on sales of investments for federal income tax
purposes at December 31, 1998.
15
<PAGE>
Dividends are determined in accordance with income tax principles which may
treat certain transactions differently than generally accepted accounting
principles.
4. TRANSACTIONS WITH AFFILIATES
Management agreement.
The Fund has management advisory and administration agreements with Hudson
Advisers, Inc. and Hudson Investment Management, Inc. who are contracted to
exact the following fees:
1.00% Management fee
0.25% Administrative fee
These fees have been waived to the end of 1998. Fees will be charged for the
year 1999 and subsequent years.
5. MARGIN LOAN
The Fund has no margin or loan accounts.
6. CAPITAL SHARE TRANSACTIONS
Transactions in capital stock for the year ended December 31, 1998 are as
follows:
SHARES AMOUNT
----------- -----------
Balance as of December 31, 1997 25,803.7200 $233,393.35
Shares issued 97.8676 840.00
Shares redeemed (1,112.4571) (6,992.34)
----------- -----------
Net Increases (decreases) (1,014.5895) (6,152.34)
Balance as of December 31, 1998 24,789.1305 $227,241.01
16
<PAGE>
7. INVESTMENT TRANSACTIONS
Purchases and sales of investment securities were $15,590.00 and $61,042.89
respectively, for the year ended December 31, 1998
8. THE FUND HAS NO LEASE OR OTHER FINANCIAL COMMITMENTS
9. CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Fund to a concentration of
credit risk consist principally of investments in securities. At times, such
investments may be concentrated in a particular industry, but it is not the
Fund's intention to concentrate its investments in any particular industry on a
permanent basis.
10. LITIGATION
On March 30, 1999, an Administrative Law Judge of the SEC ordered the Fund, its
Adviser and its President to "cease and desist from committing or causing a
violation or any future violation of Section 17(a) of the Securities Act,
Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder, Section 34(b) of
the Company Act". The Adviser was additionally required to cease and desist from
the violation of "Section 204 and 207 of the Adviser Act and Rule 204-1(b)
thereunder". Mr. Latef was additionally required to cease and desist from
violations of Section 207 of the Adviser Act. The order also suspended Mr. Latef
from "being associated with an investment adviser or an investment company for a
period of three months". Mr. Latef filed a petition for review of this initial
decision with regard to him personally, whereas the Fund and the Adviser decided
not file such a petition.
11. LARGE SHAREHOLDERS
The Fund has two shareholders' with over a 10% interest in the fund. They are
Akram Choudhry and First Trust Corp. for the account of Mariano Marquez.
12. ADVISER AND MANAGEMENT COMPANY CHANGES
All the shares of the Fund's administrator (Hudson Investment Management, Inc.)
were acquired by Pioneer Spirit 2000, Inc. on April 30, 1999. Pioneer Spirit
2000, Inc. also entered into a memorandum of understanding as of that date to
acquire all the shares of the Fund's adviser (Hudson Advisers, Inc.) subject to
compliance by the Fund and the adviser with the applicable provisions of the
Investment Company Act of 1940 prior to the completion of the transaction. Both
the Fund's administrator and adviser intend to continue performing their
contractual obligations to the Fund under their respective contracts.
13. YEAR 2000 DISCLOSURE
The year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. Computer programs
that have time sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculations causing disruption of normal business activities.
Based on a recent and ongoing assessment, the Fund's adviser has determined that
it will require only off-the-shelf software utilizing a Microsoft Windows
platform for all of its computer requirements. The Fund's adviser presently
believes that with the modifications to existing off-the-shelf software or
conversion to new software, the year 2000 issue will not pose a significant
operational problem and will not materially affect future financial results.
The Fund's adviser currently anticipates all its software to be y2k compliant
prior to any anticipated impact of year 2000 on its computer systems. The total
cost of this new software is not anticipated to be a material expense to the
Fund at this time.
17
<PAGE>
HUDSON INVESTORS FUND, INC.
Form N-IA
Part C. Other Information.
Item 24, Financial Statements and Exhibits.
(a) Proposed Financial Statement filed with Part B.
(b) Exhibits:
(1) Articles of Incorporation.*
(2) By-Laws.*
(3) Not Applicable.
(4) Provisions of Articles of Incorporations and By-Laws defining
the rights of holders of securities being registered.*
(5) Form of Investment Advisory Agreement.*
(6) Not Applicable.
(7) Not Applicable.
(8) Form of Custodian Agreement-*
(9) Management Agreement. *
(10) Opinion and Consent of Counsel.*
(11) Consent of Certified Public Accountants.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15) Not Applicable.
(16) Not Applicable.
(17) Not Applicable.
(25) Persons Controlled by or under Common Control with Registrant.
(26) Number of Holders of Securities
(27) Financial Data Schedule
(28) Business and Other Conections of Advisor.
(29) Principal Underwriter
(30) Location of Accounts and Records.
(31) Managements Services.
(32) Undertakings.
(33) Signatures.
- ----------------------
* Previously filed.
II-1
<PAGE>
Item 25, Persons Controlled by or
under Common Control with Registrant.
None
Item 26. Number of Holders of Securities.
Title Class Number of Record Holders
Class A Common Stock, as of the date of this
par value $0.001 per share Post Effective Amendment
117
Item 27. lndemnification.
Section 2-418 of the Corporations and Associations Article of the Annotated
Code of Maryland gives Registrant the power to indemnify its directors and
officers under certain situations. Article Seventh of Registrant's Articles of
Incorporation, attached hereto as Exhibit (1) and Article II of Registrant's
By-laws, attached hereto as Exhibit (2) provide for the indemnification of
Registrant's directors and officers.
Notwithstanding the foregoing, Article Seventh of Registrant's Article of
the Annotated Code of Maryland gives Registrant the power (a) to purchase and
maintain insurance for its directors and officers against any liability asserted
against them and incurred by them in that capacity or arising out of their
status as such, whether or not Registrant would have the power to indemnify such
directors and officers under such statute, and (b) under certain circumstances
to pay the reasonable expenses incurred by a director or officer in defending an
action, suit or proceeding in advance of the final disposition of the action,
suit or proceeding.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant, pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered the Registrant, will, unless in the opinion o fits counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE>
Item 28. Business and Other Connections of Advisor.
The Investment Manager is wholly owned by Pioneer Spirit 2000, Inc. Javed
Latef, its president has spent the past eight years as an independent, private
investment consultant specializing in ethical investments. He owned 100% stock
of the Investment Manager till its acquisition by Pioneer Spirit 2000, Inc. on
April 30, 1999.
Item 29. Principal Underwriter.
None
Item 30. Location of Accounts and Records.
All records described in Section 31(a) of the 1940 Act and the Rules 17 CFR
270.3la-I to 3la-31 promulgated thereunder, are maintained by the Fund's
Administrator, Hudson Investment Management, Inc., 790 Bloomfield Ave., P.O. Box
2070, Clifton, New Jersey 07012, except for those maintained by the Fund's
Custodian, United Jersey Bank, 210 Main Street, Hackensack, New Jersey 07601.
Item 31. Management Services.
None
Item 32. Undertakings.
a. The Registrant undertakes to file an amendment to the Registration
Statement with certified Financial Statements showing the initial capital
received before accepting subscriptions from any persons in excess of 25
since Registrant is relying on Section 14(a)(3) of the Investment Company
Act of 1940.
b. The Registrant undertakes to file a post-effective amendment, using
Financial Statements which need not be certified, within four to six months
of the effective date of Registrant's Securities Act of 1933 Registration
Statement.
c. Not applicable.
d. The Registrant undertakes that the Bylaws of the Fund have been amended so
that a meeting of the shareholders can be called at the request of 10% of
the shareholders.
e. The Registrant undertakes that it shall make the Annual Report of the Fund
available to anyone without charge to the person requesting the Annual
Report.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant has duly caused
this Amendment to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Clifton, the State of New
Jersey, on the 15th day of June, 1999.
The Registrant hereby certifies that the Post Amendment #3 meets all the
requirements for effectiveness in Rule 485(b) under the Securities Act of 1933.
HUDSON INVESTORS FUND, INC.
By: /s/ Javed Latef
-------------------------
JAVED LATEF
As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
- --------- ----- ----
/s/ Akram Choudhry Chairman of the
- ------------------------- Board and Director June 25,1999
Akram Choudhry
/s/ Javed Latef
- -------------------------
Javed Latef President and June 25,1999
Director
/s/ E.J. Sobeck
- -------------------------
E.J. Sobeck Director June 25,1999
/s/ Amer Choudhry
- -------------------------
Amer Choudhry Director June 25,1999
/s/ A. Bari Latef
- -------------------------
A. Bari Lateef Director June 25,1999
/s/ Pieter J. de Jong
- -------------------------
Pieter J. de Jong Director June 25,1999
/s/ Rashid J. Khan
- -------------------------
Rashid J. Khan Director June 25,1999
II-4
