Sunstone Financial Group, Inc.
207 East Buffalo Street
Suite 400
Milwaukee, WI 53202
Phone - 414/271-5885 Fax - 414/271-9717
July 10, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Briar Funds Trust-Stalwart Funds Semi-Annual Reports
Securities Act No. 33-85082
Investment Co. Act No. 811-8812
- ----------------------------------------------------------
Dear Sir/Madam:
On behalf of Briar Funds Trust-Stalwart Funds (the "Funds"), transmitted
herewith for filing is the Funds' Semi-Annual Report to Shareholders for
the semi-annual period ended 5/31/96 pursuant to Rule 30b-2 and Section 24(b)
under the Investment Company Act of 1940, as amended.
Questions regarding this filing should be directed to the undersigned
at 414-271-5885.
Sincerely,
/s/ Richard P. Snyder
Richard P. Snyder
Client Services and Accounting Manager
RPS/kg
Encl.
cc: Jim Snyder
THE STALWART FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
AS OF MAY 31, 1996
(UNAUDITED)
U.S.
GOVERNMENT CORE AGGRESSIVE INTERNATIONAL
SECURITIES INCOME EQUITY EQUITY EQUITY
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
ASSETS:
Cash $10,134 $9,607 $9,105 $7,829 $8,053
Receivable for
organization costs 30,335 30,335 30,335 30,335 30,335
Other receivables 218 183 230 155 1,117
------- ------- ------- ------- -------
Total Assets 40,687 40,125 39,670 38,319 39,505
------- ------- ------- ------- -------
LIABILITIES:
Payables and
accrued expenses 17,626 15,815 12,241 13,629 14,179
------- ------- ------- ------- -------
Total Liabilities 17,626 15,815 12,241 13,629 14,179
------- ------- ------- ------- -------
NET ASSETS $23,061 $24,310 $27,429 $24,690 $25,326
======= ======= ======= ======= =======
NET ASSETS CONSIST OF:
Capital stock $18,103 $21,214 $24,233 $21,831 $25,260
Accumulated net
realized gains on
investments - - - - 38,138
Accumulated net
realized gains from
foreign currency
transactions - - - - (18,675)
Undistributed net
investment income 4,958 3,096 3,196 2,859 (19,397)
------- ------- ------- ------- -------
Total Net Assets $23,061 $24,310 $27,429 $24,690 $25,326
======= ======= ======= ======= =======
CAPITAL STOCK,
NO PAR VALUE
Authorized Unlimited Unlimited Unlimited Unlimited Unlimited
Issued and
outstanding 2,400 2,494 3,449 2,803 2,794
OFFERING PRICE, REDEMPTION
PRICE AND NET ASSET
VALUE PER SHARE $9.61 $9.75 $7.95 $8.81 $9.06
======= ======= ======= ======= =======
See notes to the financial statements.
THE STALWART FUNDS
STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM DECEMBER 1, 1995 THROUGH MAY 31, 1996
(UNAUDITED)
U.S.
GOVERNMENT CORE AGGRESSIVE INTERNATIONAL
SECURITIES INCOME EQUITY EQUITY EQUITY
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
INVESTMENT INCOME:
Interest income $171,057 $110,441 $27,900 $24,906 $12,753
Dividend income
(less withholding
taxes of $0, $295,
$0, $15 and 0 21,665 44,345 17,396 5,373
-------- -------- -------- -------- --------
$685 respectively) 171,057 132,106 72,245 42,302 18,126
-------- -------- -------- -------- --------
EXPENSES:
Fund accounting and
administration fees 27,352 23,168 29,911 21,169 13,413
Transfer agent fees
and expenses 8,958 9,384 9,450 8,635 8,641
Investment advisory fees 7,585 6,505 10,038 6,693 4,764
Sub-advisory fees 4,271 3,679 11,933 6,614 6,398
Professional fees 4,132 4,132 4,132 4,132 4,132
Custody fees 2,832 2,877 2,058 5,146 8,819
Printing and
mailing expenses 1,838 1,844 1,879 1,300 1,864
12b-1 fees 1,541 1,316 1,712 1,215 768
Amortization of
organization costs 1,162 1,162 1,162 1,162 1,162
Federal and state
registration fees 1,112 1,253 1,091 839 1,093
Pricing expense 862 736 352 430 1,617
Directors' fees 494 494 494 494 494
Insurance expense 226 188 229 168 107
-------- -------- -------- -------- --------
Total expenses before
fee waiver and
reimbursement 62,365 56,738 74,441 57,997 53,272
Fee waiver and
reimbursement
of expenses (36,773) (31,029) (27,272) (25,338) (28,742)
-------- -------- -------- -------- --------
Net expenses 25,592 25,709 47,169 32,659 24,530
-------- -------- -------- -------- --------
NET INVESTMENT
INCOME (LOSS) 145,465 106,397 25,076 9,643 (6,404)
-------- -------- -------- -------- --------
REALIZED AND UNREALIZED
GAIN (LOSS) FROM INVESTMENTS
AND FOREIGN CURRENCY:
Net realized gain on:
Investments 335,537 401,124 1,981,209 456,508 666,376
Foreign currency
transactions 0 0 0 0 (63,946)
-------- -------- -------- -------- --------
Total net
realized gain 335,537 401,124 1,981,209 456,508 602,430
Net increase (decrease) in unrealized
appreciation (depreciation) on:
Investments (534,189) (385,644)(1,395,607) (493,029) (298,535)
Translation of
assets and
liabilities in
foreign currencies 0 0 0 0 23,776
-------- -------- -------- -------- --------
Total net decrease
in unrealized
appreciation (534,189) (385,644)(1,395,607) (493,029) (274,759)
Net realized and
unrealized gain (loss)
from investments and
foreign currency (198,652) 15,480 585,602 (36,521) 327,671
-------- -------- -------- -------- --------
NET INCREASE (DECREASE)
IN NET ASSETS RESULTING
FROM OPERATIONS ($53,187) $121,877 $610,678 ($26,878) $321,267
======== ======== ======== ======== ========
See notes to the financial statements.
THE STALWART FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM DECEMBER 1, 1995 THROUGH MAY 31, 1996
(UNAUDITED)
U.S.
GOVERNMENT CORE AGGRESSIVE INTERNATIONAL
SECURITIES INCOME EQUITY EQUITY EQUITY
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
OPERATIONS:
Net investment
income (loss) $145,465 $106,397 $25,076 $9,643 ($6,404)
Net realized gain
on investments 335,537 401,124 1,981,209 456,508 666,376
Net realized loss
on foreign
currency transactions 0 0 0 0 (63,946)
Net decrease in
unrealized
appreciation
on investments (534,189) (385,644) (1,395,607) (493,029) (298,535)
Net increase in
unrealized
depreciation
on translation
of assets and
liabilities
in foreign
currencies 0 0 0 0 23,776
------- ------- ------- ------- -------
Net increase (decrease)
in net assets
resulting
from operations (53,187) 121,877 610,678 (26,878) 321,267
------ ------- ------- ------ -------
DISTRIBUTIONS PAID FROM:
Net investment
income (147,253) (106,581) (24,888) (7,086) (9,979)
Net realized gains (497,227) (699,760) (2,300,972) (1,391,668) (726,081)
------- ------- --------- --------- -------
(644,480) (806,341) (2,325,860) (1,398,754) (736,060)
------- ------- --------- --------- -------
CAPITAL SHARE TRANSACTIONS:
Proceeds from sale
of shares 24,319 15,263 33,549 5,308 9,185
Proceeds from
reinvestment of
dividends 233,805 335,558 407,213 938,192 166,398
Value of shares
redeemed (6,731,896) (5,750,294) (6,869,990) (5,803,824) (3,427,905)
--------- --------- --------- --------- ---------
Net decrease from
capital share
transactions (6,473,772) (5,399,473) (6,429,228) (4,860,324) (3,252,322)
--------- --------- --------- --------- ---------
TOTAL DECREASE
IN NET ASSETS (7,171,439) (6,083,937) (8,144,410) (6,285,956) (3,667,115)
NET ASSETS:
Beginning of
period 7,194,500 6,108,247 8,171,839 6,310,646 3,692,441
--------- --------- --------- --------- ---------
End of period $23,061 $24,310 $27,429 $24,690 $25,326
======= ======= ======= ======= =======
See notes to the financial statements.
THE STALWART FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM JANUARY 27, 1995<F1> THROUGH NOVEMBER 30, 1995
U.S.
GOVERNMENT CORE AGGRESSIVE INTERNATIONAL
SECURITIES INCOME EQUITY EQUITY EQUITY
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
OPERATIONS:
Net investment
income (loss) $386,042 $278,934 $77,441 ($5,524) $29,971
Net realized gain
on investments 165,322 290,455 319,764 939,022 97,843
Net realized gain on
foreign currency
transactions - - - - 23,445
Net increase in
unrealized
appreciation
on investments 534,189 385,644 1,395,607 493,029 298,535
Net increase in
unrealized
depreciation
on translation
of assets and
liabilities
in foreign
currencies - - - - (23,776)
----------- -------- ---------- ---------- ----------
Net increase in net
assets resulting from
operations 1,085,553 955,033 1,792,812 1,426,527 426,018
----------- -------- ---------- ---------- ----------
DISTRIBUTIONS PAID FROM:
Net investment income (384,892) (269,437) (76,397) - (13,123)
---------- --------- ---------- ---------- ----------
CAPITAL SHARE TRANSACTIONS:
Proceeds from sale
of shares 9,530,364 7,052,894 8,951,962 7,262,913 4,665,365
Proceeds from
reinvestment of
dividends 339,630 242,950 - - -
Value of shares
redeemed (3,396,155) (1,893,193)(2,516,538)(2,398,794)(1,405,819)
--------- --------- --------- --------- ---------
Net increase from
capital share
transactions 6,473,839 5,402,651 6,435,424 4,864,119 3,259,546
---------- --------- --------- --------- ---------
TOTAL INCREASE IN
NET ASSETS 7,174,500 6,088,247 8,151,839 6,290,646 3,672,441
NET ASSETS:
Beginning of period 20,000 20,000 20,000 20,000 20,000
--------- --------- --------- --------- ---------
End of period $7,194,500 $6,108,247 $8,171,839 $6,310,646 $3,692,441
========= ========= ========= ========= =========
<F1> Commencement of operations.
See notes to the financial statements.
THE STALWART FUNDS
FINANCIAL HIGHLIGHTS
(UNAUDITED)
U.S.
GOVERNMENT CORE AGGRESSIVE INTERNATIONAL
SECURITIES INCOME EQUITY EQUITY EQUITY
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
12/1/95 12/1/95 12/1/95 12/1/95 12/1/95
to to to to to
5/31/96 5/31/96 5/31/96 5/31/96 5/31/96
-------- -------- -------- ------- -------
NET ASSET VALUE,
BEGINNING OF PERIOD $10.96 $11.19 $12.48 $12.31 $10.97
INCOME FROM INVESTMENT
OPERATIONS:
Net investment
income (loss) 2.33 1.45 0.98 1.03 (6.92)
Net realized and
unrealized gains on
investments
and foreign currency (2.57) (1.56) (0.43) (1.00) 7.95
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT
OPERATIONS (0.24) (0.11) 0.55 0.03 1.03
------ ------ ------ ------ ------
LESS DISTRIBUTIONS:
Dividends from net
investment income (0.27) (0.23) (0.06) (0.02) (0.03)
Dividends from net
realized gains (0.84) (1.10) (5.02) (3.51) (2.91)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.11) (1.33) (5.08) (3.53) (2.94)
------ ------ ------ ------ ------
NET ASSET VALUE, END
OF PERIOD $9.61 $9.75 $7.95 $8.81 $9.06
====== ====== ====== ====== ======
TOTAL RETURN <F2> (0.71%) 2.33% 5.87% (0.61%) 10.13%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of
period $23,061 $24,310 $27,429 $24,690 $25,326
Ratio of net expenses
to average net
assets <F3><F4> 0.98% 1.14% 1.62% 1.61% 1.88%
Ratio of net investment
income (loss) to average
net assets <F3><F4> 5.56% 4.74% 0.86% 0.47% (0.49%)
Portfolio turnover
rate <F2> 0.00% 0.00% 35.02% 42.65% 14.79%
Average commission rate
paid on portfolio
investment transactions N/A $0.07 $0.07 $0.03 $0.03
<F2>Not annualized for the period from December 1, 1995 through May 31, 1996.
<F3>Annualized for the period from December 1, 1995 through May 31, 1996.
<F4>Without fees waived, the ratio of net expenses to average net assets would
have been 2.39% for the U.S. Government Securities Fund; 2.53% for the
Income Fund; 2.55% for the Core Equity Fund; 2.85% for the Aggressive Equity
Fund; and 4.08% for the International Equity Fund. Without fees waived, the
ratio of net investment income (loss) to average net assets would have 4.15%
for the U.S. Government Securities Fund; 3.35% for the Income Fund; (0.07%)
for the Core Equity Fund; (0.77%) for the Aggressive Equity Fund; and
(2.69%) for the International Equity Fund.
See notes to the financial statements.
THE STALWART FUNDS
FINANCIAL HIGHLIGHTS
U.S.
GOVERNMENT CORE AGGRESSIVE INTERNATIONAL
SECURITIES INCOME EQUITY EQUITY EQUITY
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
1/27/95 1/27/95 1/27/95 1/27/95 1/27/95
<F5> <F5> <F5> <F5> <F5>
to to to to to
11/30/95 11/30/95 11/30/95 11/30/95 11/30/95
-------- -------- -------- -------- --------
NET ASSET VALUE,
BEGINNING OF PERIOD $10.00 $10.00 $10.00 $10.00 $10.00
INCOME FROM INVESTMENT
OPERATIONS:
Net investment
income (loss) 0.52 0.48 0.12 (0.01) 0.09
Net realized and
unrealized gains on
investments and
foreign currency 0.96 1.17 2.48 2.32 0.92
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT
OPERATIONS 1.48 1.65 2.60 2.31 1.01
------ ------ ------ ------ ------
LESS DISTRIBUTIONS:
Dividends from net
investment income (0.52) (0.46) (0.12) 0.00 (0.04)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (0.52) (0.46) (0.12) 0.00 (0.04)
------ ------ ------ ------ ------
NET ASSET VALUE,
END OF PERIOD $10.96 $11.19 $12.48 $12.31 $10.97
====== ====== ====== ====== ======
TOTAL RETURN <F6> 15.13% 16.81% 25.97% 23.10% 10.09%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of
period (in 000s) $7,195 $6,108 $8,172 $6,311 $3,692
Ratio of net expenses
to average net
assets <F7><F8> 1.11% 1.31% 1.53% 1.60% 1.91%
Ratio of net investment
income (loss) to average
net assets <F7><F8> 5.94% 5.35% 1.19% (0.10%) 0.89%
Portfolio turnover
rate <F6> 55.29% 63.76% 34.71% 140.94% 38.09%
Average commission rate
paid on portfolio
investment transactions N/A N/A N/A N/A N/A
<F5>Commencement of operations.
<F6>Not annualized for the period from January 27, 1995 through November 30,
1995.
<F7>Annualized for the period from January 27, 1995 through November 30, 1995.
<F8>Without fees waived, the ratio of net expenses to average net assets would
have been 2.33% for U.S. Government Securities Fund; 2.57% for the Income
Fund; 2.62% for the Core Equity Fund; 2.71% for the Aggressive Equity Fund;
and 4.08% for the International Equity Fund. Without fees waived, the ratio
of net investment income (loss) to average net assets would have been 4.72%
for the U.S. Government Securities Fund; 4.09% for the Income Fund; 0.10%
for the Core Equity Fund; (1.22%) for the Aggressive Equity Fund; and
(1.28%) for the International Equity Fund.
See notes to the financial statements.
NOTES TO THE FINANCIAL STATEMENTS
May 31, 1996
(Unaudited)
1. ORGANIZATION
Briar Funds Trust (the "Trust") was organized October 7, 1994 as a Delaware
business trust and is registered under the Investment Company Act of 1940 (the
"1940 Act"). The Stalwart Funds (the "Funds"), are the separate portfolios of
the Trust. The Board of Trustees unanimously voted on January 26, 1996, to
terminate the Trust's contracts with the Adviser, all of the Sub-Advisers, the
Distributor and the Administrator. The Board of Trustees also terminated the
Custodian Agreement with UMB Bank. The Trust is preparing the final filings
with the Securities and Exchange Commission in order to seek approval for the
termination of the Trust. As of May 31, 1996, the Adviser is the sole
shareholder of each Fund.
Costs of $189,437 incurred by the Funds in connection with their organization,
registration and the initial public offering of shares were deferred and
amortized on a straight-line basis thru January 26, 1996. These costs were
advanced by the Adviser and reimbursed by the Funds. The proceeds of any
redemption of the initial shares by any holder thereof will be reduced by a
pro rata portion of any then unamortized deferred organizational costs in the
same proportion as the number of initial shares being redeemed bears to the
number of initial shares outstanding at the time of such redemption. As of
May 31, 1996 each Fund had unamortized organization costs of $30,335.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by the
Funds in the preparation of their financial statements.
A) INVESTMENT VALUATION - As of May 31, 1996, none of the Funds had invest-
ments. The investment valuation policies herein were followed during the
semi-annual period. Securities traded on a recognized stock exchange were
valued at the last sale price on the securities exchange on which such
securities were primarily traded or at the last sale price on a national
securities exchange. Exchange-traded securities for which there were no trans-
actions were valued at the current bid prices. Portfolio securities traded
on a foreign exchange were valued at the respective closing prices on that
exchange. Securities traded on only over-the-counter markets were valued on
the basis of closing over-the-counter bid prices. Fixed income/debt
securities were priced at fair value using the bid price. However, in
circumstances where the Adviser or sub-adviser deemed it appropriate to do so,
the Funds' fixed income securities were valued utilizing prices obtained for
the day of valuation from a bond pricing service. Debt securities with a
maturity date less than 60 days were valued at amortized cost basis which
approximated value. Securities for which quotations were not readily
available, and other assets, were valued at fair value, as determined in good
faith by the Board of Trustees.
B) FOREIGN CURRENCY TRANSACTIONS - As of May 31, 1996, none of the Funds had
assets or liabilities subject to foreign exchange rates. During the semi-
annual period, the books and records of the Funds were maintained in U.S.
dollars as follows:
(I) market value of investment securities and other assets and liabilities are
recorded at the exchange rate on the valuation date; and
(II) purchases and sales of investment securities, income and expenses are
recorded at the exchange rate prevailing on the respective date of such
transactions.
The Funds isolate that portion of the results of operations resulting from
changes in foreign exchange rates on investments from the fluctuation arising
from changes in market prices of investments held. As of
May 31, 1996 none of the Funds had net unrealized appreciation on the
translation of assets and liabilities in foreign currencies related to
investments.
C) FEDERAL INCOME TAXES - No provision for federal income taxes has been made
since the Funds have complied to date with the provisions of the Internal
Revenue Code available to regulated investment companies and intend to
continue to so comply in future periods.
D) DISTRIBUTIONS TO SHAREHOLDERS - The remaining undistributed net investment
income and undistributed net realized gains were distributed on June 11, 1996.
The Funds may periodically make reclassifications among certain of their
capital accounts as a result of the timing and characterization of certain
income and capital gains distributions determined annually in accordance with
federal tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
foreign currency transactions and organizational costs. Accordingly, at May
31, 1996, reclassifications were recorded to increase (decrease) undistributed
net investment income by $1,697, $(6,438), $302, $(3,041) and $302; increase
(decrease) accumulated net realized gains on investments by $(1,935), $6,740,
$(1), $3,343 and $0; and decrease capital stock by $302, $302, $301, $302,
$302, for each of the U.S. Government Securities, Income, Core Equity,
Aggressive Equity and International Equity Funds, respectively.
E) OTHER - The Funds determined the gain or loss realized from investment
transactions by comparing the original cost of the security lot sold with the
net sale proceeds. Dividend income was recognized on the ex-dividend date,
except for certain dividends from foreign securities which were recorded as
soon as information was available to the Funds. Interest income is recognized
on an accrual basis and includes amortization of premiums and discounts.
3. INVESTMENT ADVISORY AGREEMENT AND OTHER AGREEMENTS
The Trust terminated its agreement with the Adviser, with whom certain
officers and trustees of the Trust are affiliated, to furnish investment
advisory services to the Funds. Under the terms of the agreement, while the
agreement was effective, the Funds paid the Adviser a monthly fee on average
daily net assets at the following annual rates: 0.45% for the U.S. Government
Securities and Income Funds; 0.75% for the Core Equity Fund; 0.65% for the
Aggressive Equity Fund; and 0.85% for the International Equity Fund.
For the period December 1, through December 31, 1995, the Adviser voluntarily
agreed to waive its fees and/or reimburse the Funds to the extent that total
expenses (excluding interest, taxes, brokerage commissions and other costs
incurred in connection with the purchase or sale of portfolio securities, and
extraordinary items) exceed 1.11% of average net assets of the U.S. Government
Securities Fund; 1.31% of average net assets of the Income Fund; 1.53% of
average net assets of the Core Equity Fund; 1.60% of average net assets of the
Aggressive Equity Fund; and 1.91% of average net assets of the International
Equity Fund. For the calendar period beginning January 1, 1996, the Adviser
voluntarily agreed to waive its fees and/or reimburse the Funds to the extent
that total expenses (excluding interest, taxes, brokerage commissions and
other costs incurred in connection with the purchase or sale of portfolio
securities, and extraordinary items) exceed 0.94% of average net assets of
the U.S. Government Securities Fund; 1.10% of average net assets of the Income
Fund; 1.64% of average net assets of the Core Equity Fund; 1.61% of average
net assets of the Aggressive Equity Fund; and 1.87% of average net assets of
the International Equity Fund. Accordingly, for the period from December 1,
1995 through May 31, 1996, the Adviser waived advisory fees of $7,585 and
reimbursed an additional $3,757 to the U.S. Government Securities Fund;
waived advisory fees of $6,505 and reimbursed an additional $2,001 to the
Income Fund; waived advisory fees of $10,038 and reimbursed an additional $0
to the Core Equity Fund; waived advisory fees of $6,693 and reimbursed an
additional $903 to the Aggressive Equity Fund; and waived advisory fees of
$4,764 and reimbursed an additional $10,561 to the International Equity Fund.
The Trust terminated its agreements with all sub-advisers under which sub-
advisory services were provided to the U.S. Government Securities and Income
Funds by Pekin, Singer & Shapiro Asset Management, Inc. ("Pekin, Singer"), an
affiliate of the Adviser; to the Core Equity Fund by Harris Associates L.P.;
to the Aggressive Equity Fund by Wasatch Advisors, Inc.; and to the
International Equity Fund by Harding, Loevner Management, L.P. Pekin, Singer
waived their sub-advisory fees of $4,271 and $3,679 for the U.S. Government
Securities and Income Funds, respectively.
The Trust terminated its agreements with Sunstone Financial Group, Inc. (the
"Administrator'') under which the Administrator provided administration
services and transfer agent services for each of the Funds. For the period
from December 1, 1995 to May 31, 1996, the Administrator waived administration
fees of $13,676 for the U.S. Government Securities Fund; $11,584 for the
Income Fund; $9,579 for the Core Equity Fund; $10,584 for the Aggressive
Equity Fund; and $6,707 for the International Equity Fund. For the period
from December 1, 1995 to May 31, 1996, the Administrator waived transfer agent
fees of $5,943 for each Fund.
4. DISTRIBUTION PLAN
The Trust terminated its Distribution Plan (the "Plan") pursuant to Rule 12b-1
under the 1940 Act. For the period from December 1, 1995 through May 31, 1996,
no payments were made under the Plan.. The Fund terminated its agreement with
S.F. Investments, Inc. (the "Distributor"), an affiliate of the Adviser, under
which the Distributor was the underwriter of the Funds. For the period from
December 1, 1995 to May 31, 1996, the Distributor waived distribution fees of
$1,541 for the U.S. Government Securities Fund; $1,316 for the Income Fund;
$1,712 for the Core Equity Fund; $1,215 for the Aggressive Equity Fund; and
$768 for the International Equity Fund.
5. INVESTMENT TRANSACTIONS
The aggregate purchases and sales of securities, excluding short-term
investments, for each Fund for the period from December 1, 1995 to May 31,
1996, were as follows:
U.S.
GOVERNMENT CORE AGGRESSIVE INTERNATIONAL
SECURITIES INCOME EQUITY EQUITY EQUITY
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
PURCHASES:
U.S. Government - - - - -
Other - - $1,235,364 $1,098,560 $ 244,121
SALES:
U.S. Government $6,179,280 $ 531,656 - - -
Other 566,406 5,491,360 9,791,685 7,356,248 4,203,686
For the period from December 1, 1995 to May 31, 1996, the Income Fund paid
brokerage commissions of $3,370 on trades of securities to an affiliate of the
Adviser.
6. CAPITAL SHARE TRANSACTIONS
Transactions of capital shares for the period from December 1, 1995 to May 31,
1996 for each Fund were as follows:
U.S.
GOVERNMENT CORE AGGRESSIVE INTERNATIONAL
SECURITIES INCOME EQUITY EQUITY EQUITY
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
Shares sold 2,251 1,389 2,700 462 832
Shares issued in
reinvestment
of dividends 21,819 31,365 33,751 93,211 15,152
Shares redeemed (678,135) (576,062) (687,755) (603,532) (349,641)
--------- --------- --------- --------- ---------
Net increase
in shares (654,065) (543,308) (651,304) (509,859) (333,657)
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