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|Expires: October 31, 2006
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
AMENDMENT #1
------------
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-10529
-----------------------------------------
The GKM Funds
-----------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
11150 Santa Monica Boulevard, Suite 850 Los Angeles, California 90025
-----------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Timothy J. Wahl
GKM Advisers, LLC 11150 Santa Monica Boulevard, Suite 850 Los Angeles, CA 90025
- --------------------------------------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: (310) 268-2605
----------------
Date of fiscal year end: July 31, 2004
---------------------------
Date of reporting period: July 31, 2004
---------------------------
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
================================================================================
THE GKM FUNDS
GKM GROWTH FUND
ANNUAL REPORT
July 31, 2004
INVESTMENT ADVISER ADMINISTRATOR
------------------ -------------
GKM ADVISERS, LLC ULTIMUS FUND SOLUTIONS, LLC
11150 Santa Monica Boulevard P.O. Box 46707
Suite 850 Cincinnati, Ohio 45246-0707
Los Angeles, California 90025 1.888.GKM.9518
================================================================================
September 2004
Dear Shareholders:
As we close the 2004 fiscal year, I would like to thank you for joining us as
shareholders of the GKM Growth Fund. All of us at GKM Advisers continue to share
a common goal - helping our clients realize their financial objectives through
the LONG-TERM COMPOUNDING OF CAPITAL BY INVESTING IN OUTSTANDING COMPANIES AND
MAINTAINING LOW PORTFOLIO TURNOVER.
GKM GROWTH FUND PERFORMANCE AND SUMMARY
- ---------------------------------------
For the fiscal year ended July 31, 2004, the S&P 500 Index advanced 13.2%, while
the GKM Growth Fund gained 12.8%. From the Fund's inception date of December 28,
2001 to July 31, 2004, the Fund gained a cumulative 10.3% versus a gain for the
S&P 500 Index of 0.3%.
Over the last twelve months the best performing sectors in the S&P 500 were
Energy and Utilities, gaining 40% and 21% respectively. As of July 31, 2004 the
GKM Growth Fund held approximately 1% of the portfolio in the Energy and
Utilities sectors. While these sectors outperformed the more traditional growth
industries, the GKM Growth Fund still outperformed the average large-cap growth
fund (as reported by Lipper Inc.) during the fiscal year. Our largest
concentrations were in Information Technology, Healthcare, and Consumer
Discretionary, 28%, 23%, and 13% respectively.
Our goal at GKM Advisers is essentially the long-term compounding of investment
capital in order to create REAL AFTER-TAX PURCHASING POWER. We invest in
companies with consistent revenue growth, positive cash flows, solid balance
sheets, and a TRULY SUSTAINABLE COMPETITIVE ADVANTAGE. We attempt to mitigate
risk by owning more than eighty stocks, nine of the ten S&P industry sectors,
and diversifying among small, medium and large capitalization companies.
In 2004, our annual portfolio turnover ratio was 8%, compared to the average
turnover ratio for large-cap growth funds in excess of 100% (as reported by
Morningstar). Our ability to maintain low portfolio turnover and consistent
long-term growth demonstrates the power of investing wisely from inception. Low
portfolio turnover minimizes costs associated with trading and is the result of
our extensive research and disciplined approach to investing.
MARKET AND ECONOMIC OUTLOOK
- ---------------------------
At the beginning of this year, few investors forecast that the F.O.M.C. (Federal
Open Market Committee) would raise interest rates. Weak jobs numbers and modest
levels of inflation kept bond yields steady. To the market's surprise, bonds
declined sharply in the second quarter of 2004, creating one of their worst
three-month periods in over a decade.
1
The U.S. economy and job market that appeared weak were actually strengthening.
The twelve months ending in March 2004 showed faster U.S. economic growth than
any four quarters in the 1990's, and stronger than any comparable period dating
back to 1984. With U.S. short-term interest rates at their lowest levels in
forty-six years, this "easy money" policy fueled a large mortgage refinancing
surge and consumer credit boom. This explosive growth spurred the F.O.M.C. to
raise the federal funds base-lending rate from 1% to 1.5%.
We believe that geopolitical uncertainties surrounding the Middle East, Iraq,
and the U.S. presidential election will continue to weigh on investor sentiment.
We believe the foundations for continued U.S. growth are in place. Robust
business profits, accommodative fiscal and monetary policy, excellent corporate
liquidity, low inventories, above average productivity gains, and an
unemployment rate of 5.4 % all point to positive economic results moving
forward. We remain confident in the strength of capitalism, our economy, and
common stocks remaining the asset class of choice for the long-term growth of
capital.
FINAL COMMENTS
- --------------
We welcome the opportunity to speak with you, our shareholders, should you have
any questions or comments regarding the GKM Growth Fund. Please feel free to
contact us via our web site at WWW.GKMADVISERS.COM or give us a call at (888)
456-9518.
Sincerely,
Timothy J. Wahl, CPA
President
GKM Advisers
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF
FUTURE RESULTS. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS
THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE
PERFORMANCE DATA QUOTED HEREIN. FOR MORE CURRENT PERFORMANCE INFORMATION, PLEASE
VISIT OUR WEBSITE OR CALL THE TOLL-FREE NUMBER ABOVE.
2
GKM GROWTH FUND
COMPARISON OF THE CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE GKM GROWTH FUND
VERSUS THE STANDARD & POOR'S 500 INDEX
[GRAPHIC OMITTED]
GKM GROWTH FUND S&P 500 INDEX
--------------- -------------
12/28/2001 $10,000 12/28/2001 $10,000
1/31/2002 -2.00% 9,800 1/31/2002 -1.46% 9,854
4/30/2002 -3.77% 9,700 4/30/2002 -6.06% 9,420
10/31/2002 8.84% 8,620 10/31/2002 8.80% 7,816
1/31/2003 -1.73% 8,510 1/31/2003 -2.62% 7,586
4/30/2003 8.05% 9,130 4/30/2003 8.24% 8,166
7/31/2003 2.52% 9,780 7/31/2003 1.76% 8,859
10/31/2003 7.21% 10,700 10/31/2003 5.66% 9,442
1/31/2004 1.52% 11,350 1/31/2004 1.84% 10,208
4/30/2004 -1.77% 11,100 4/30/2004 -1.57% 10,034
7/31/2004 -5.40% 11,030 7/31/2004 -3.31% 10,026
Past performance is not predictive of future performance.
----------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS*
(FOR PERIODS ENDED JULY 31, 2004)
1 YEAR SINCE INCEPTION**
------ -----------------
GKM GROWTH FUND 12.78% 3.86%
S&P 500 13.17% 0.10%
----------------------------------------------------------------
* The total returns shown do not reflect the deduction of taxes that a
shareholder would pay on fund distributions or the redemption of fund
shares.
** Initial public offering of shares was December 28, 2001.
3
GKM GROWTH FUND VS S&P 500 INDEX
SECTOR DIVERSIFICATION
AS OF JULY 31, 2004
[GRAPHIC OMITTED]
GKM GROWTH S&P 500
FUND INDEX
----------------------------------
Energy 0.6% 7.1%
Materials 6.8% 3.0%
Industrials 18.5% 11.6%
Consumer Discretionary 12.8% 10.8%
Consumer Staples 4.2% 11.0%
Health Care 23.1% 13.3%
Financials 3.5% 20.5%
Information Technology 27.6% 16.3%
Telecommunication Services 1.3% 3.6%
Utilities 0.0% 2.8%
Money Market 1.6% 0.0%
GKM GROWTH FUND TOP TEN HOLDINGS
TOP 10 HOLDINGS
(JULY 31, 2004)
SECURITY DESCRIPTION % OF NET ASSETS
- --------------------------------------------------------------------------------
Microsoft Corporation 3.1%
Harman International Industries, Inc. 3.0%
Scotts Company (The) - Class A 2.3%
Trimble Navigation Ltd. 2.2%
Medtronic, Inc. 2.2%
QUALCOMM, Inc. 2.0%
Novartis AG 2.0%
International Business Machines Corporation 1.9%
Avery Dennison Corporation 1.9%
Meredith Corporation 1.9%
4
GKM FUNDS
GKM GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 2004
- --------------------------------------------------------------------------------
ASSETS
Investments in securities:
At acquisition cost $ 19,351,007
===========
At value (Note 1) $ 22,694,397
Dividends receivable 3,843
Receivable for capital shares sold 21,021
Other assets 248
-----------
Total Assets 22,719,509
-----------
LIABILITIES
Payable for investment securities purchased 38,156
Accrued investment advisory fees (Note 3) 26,853
Accrued trustees' fees 2,257
-----------
Total Liabilities 67,266
-----------
NET ASSETS $ 22,652,243
===========
Net assets consist of:
Paid-in capital $ 19,769,998
Accumulated net realized losses from
security transactions (461,145)
Net unrealized appreciation on investments 3,343,390
-----------
Net assets $ 22,652,243
===========
Shares of beneficial interest outstanding (unlimited
number of shares authorized, no par value) 2,052,875
===========
Net asset value, redemption price and offering price
price per share (Note 1) $ 11.03
===========
See accompanying notes to financial statements.
5
GKM FUNDS
GKM GROWTH FUND
STATEMENT OF OPERATIONS
YEAR ENDING JULY 31, 2004
- --------------------------------------------------------------------------------
INVESTMENT INCOME
Dividends (Net of foreign tax of $921) $ 164,328
-----------
EXPENSES
Investment advisory fees (Note 3) 269,270
Trustees' fees 3,009
-----------
TOTAL EXPENSES 272,279
-----------
NET INVESTMENT LOSS (107,951)
-----------
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Net realized losses from security transactions (222,103)
Net change in unrealized appreciation/depreciation
on investments 2,140,164
-----------
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS 1,918,061
-----------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 1,810,110
===========
See accompanying notes to financial statements.
6
GKM FUNDS
GKM GROWTH FUND
STATEMENTS OF CHANGES IN NET ASSETS
- ---------------------------------------------------------------------------------------------------
YEAR YEAR
ENDED ENDED
JULY 31, JULY 31,
2004 2004
-------- ---------
FROM OPERATIONS
Net investment loss $ (107,951) $ (50,433)
Net realized losses from security transactions (222,103) (236,446)
Net change in unrealized appreciation/depreciation
on investments 2,140,164 1,812,038
----------- -----------
Net increase in net assets resulting from operations 1,810,110 1,525,159
----------- -----------
FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold 8,075,822 6,201,541
Payments for shares redeemed (1,188,383) (1,012,630)
----------- -----------
Net increase in net assets from capital share transactions 6,887,439 5,188,911
----------- -----------
TOTAL INCREASE IN NET ASSETS 8,697,549 6,714,070
NET ASSETS
Beginning of year 13,954,694 7,240,624
----------- -----------
End of year $22,652,243 $13,954,694
=========== ===========
CAPITAL SHARE ACTIVITY
Sold 733,367 699,441
Redeemed (107,194) (118,489)
----------- -----------
Net increase in shares outstanding 626,173 580,952
Shares outstanding, beginning of year 1,426,702 845,750
----------- -----------
Shares outstanding, end of year 2,052,875 1,426,702
=========== ===========
See accompanying notes to financial statements.
7
GKM FUNDS
GKM GROWTH FUND
FINANCIAL HIGHLIGHTS
PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
- ---------------------------------------------------------------------------------------------------
YEAR YEAR PERIOD
ENDED ENDED ENDED
JULY 31, JULY 31, JULY 31,
2004 2003 2002(a)
---------------------------------------------------
Net asset value at beginning of period $ 9.78 $ 8.56 $ 10.00
-------------- -------------- -------------
Income (loss) from investment operations:
Net investment loss (0.05) (0.04) (0.01)
Net realized and unrealized gains (losses)
on investments 1.30 1.26 (1.43)
-------------- -------------- -------------
Total from investment operations 1.25 1.22 (1.44)
-------------- -------------- -------------
Net asset value at end of period $ 11.03 $ 9.78 $ 8.56
============== ============== =============
Total return 12.78% 14.25% (14.40)%(b)
============== ============== =============
Net assets at end of period $22,652,243 $13,954,694 $7,240,624
============== ============== =============
Ratio of expenses to average net assets 1.42% 1.43% 1.46%(c)
Ratio of net investment loss to average
net assets (0.56)% (0.49)% (0.72)(c)
Portfolio turnover rate 8% 5% 1%(c)
(a) Represents the period from the commencement of operations (December 28,
2001) through July 31, 2002.
(b) Not annualized.
(c) Annualized.
See accompanying notes to financial statements.
8
GKM FUNDS
GKM GROWTH FUND
PORTFOLIO OF INVESTMENTS
JULY 31, 2004
- --------------------------------------------------------------------------------
SHARES VALUE
- ---------------- -----------
COMMON STOCKS - 98.6%
AIR FREIGHT AND COURIERS - 2.5%
3,000 FedEx Corporation $ 245,640
4,500 United Parcel Service, Inc. - Class B 323,820
-----------
569,460
-----------
AUTO COMPONENTS - 1.2%
3,500 Magna International, Inc. - Class A 281,750
-----------
BANKS - 0.7%
2,800 Wells Fargo & Company 160,748
-----------
BEVERAGES - 0.6%
2,475 Anheuser-Busch Companies, Inc. 128,453
-----------
BIOTECHNOLOGY - 5.0%
4,000 Amgen, Inc.* 227,520
5,750 Biogen Idec, Inc.* 345,000
5,000 Dionex Corporation* 235,950
2,000 Genzyme Corporation* 102,560
4,000 ICOS Corporation* 96,240
11,000 ID Biomedical Corporation* 117,370
-----------
1,124,640
-----------
CHEMICALS - 5.9%
5,000 Engelhard Corporation 147,000
9,000 International Flavors & Fragrances, Inc. 328,860
8,500 Scotts Company (The) - Class A* 518,500
6,000 Sigma-Aldrich Corporation 344,640
-----------
1,339,000
-----------
COMMERCIAL SERVICES AND SUPPLIES - 8.6%
3,100 Automatic Data Processing, Inc. 130,138
7,000 Avery Dennison Corporation 423,990
5,000 Deluxe Corporation 220,250
5,000 Ecolab, Inc. 152,500
5,250 Graco, Inc. 165,270
10,000 Pitney Bowes, Inc. 422,000
15,000 Waste Management, Inc. 422,100
-----------
1,936,248
-----------
COMMUNICATIONS EQUIPMENT - 2.7%
6,500 QUALCOMM, Inc. 449,020
18,410 Tellabs, Inc.* 164,033
-----------
613,053
-----------
9
GKM FUNDS
GKM GROWTH FUND
PORTFOLIO OF INVESTMENTS (CONTINUED)
JULY 31, 2004
- --------------------------------------------------------------------------------
SHARES VALUE
- ---------------- -----------
COMMON STOCKS - 98.6% (CONTINUED)
COMPUTERS AND PERIPHERALS - 3.7%
6,000 Intergraph Corporation* $ 158,340
5,000 International Business Machines Corporation 435,350
2,870 Lexmark International, Inc.* 253,995
-----------
847,685
-----------
DIVERSIFIED FINANCIALS - 1.8%
5,000 Bear Stearns Companies (The), Inc. 417,100
-----------
DIVERSIFIED TELECOMMUNICATIONS SERVICES - 0.5%
10,000 Nokia Corporation - ADR 116,200
-----------
ELECTRICAL EQUIPMENT - 2.2%
18,000 Trimble Navigation Ltd.* 499,860
-----------
ELECTRONIC EQUIPMENT AND INSTRUMENTS - 7.5%
6,000 Diebold, Inc. 276,600
8,000 Garmin Ltd. 300,000
8,000 Harman International Industries, Inc. 685,840
22,000 LoJack Corporation* 208,120
18,000 Symbol Technologies, Inc. 235,620
-----------
1,706,180
-----------
FOOD AND DRUG RETAILING - 1.7%
4,300 Sysco Corporation 148,135
3,000 Whole Foods Market, Inc. 246,960
-----------
395,095
-----------
FOOD PRODUCTS - 0.9%
4,000 Hershey Foods Corporation 193,760
-----------
HEALTH CARE EQUIPMENT AND SUPPLIES - 9.0%
5,000 Boston Scientific Corporation* 191,300
4,500 Henry Schein, Inc.* 301,950
10,000 Medtronic, Inc. 496,700
5,000 Patterson Companies, Inc.* 367,100
16,000 STERIS Corporation* 328,960
7,200 Stryker Corporation 343,296
-----------
2,029,306
-----------
10
GKM FUNDS
GKM GROWTH FUND
PORTFOLIO OF INVESTMENTS (CONTINUED)
JULY 31, 2004
- --------------------------------------------------------------------------------
SHARES VALUE
- ---------------- -----------
COMMON STOCKS - 98.6% (CONTINUED)
HEALTH CARE PROVIDERS AND SERVICES - 1.2%
400 Hospira, Inc.* $ 10,364
4,200 UnitedHealth Group, Inc. 264,180
-----------
274,544
-----------
HOTELS, RESTAURANTS & LEISURE - 0.6%
8,000 Hilton Hotels Corporation 142,640
-----------
INDUSTRIAL CONGLOMERATES - 1.5%
4,000 3M Company 329,440
-----------
INFORMATION TECHNOLOGY CONSULTING AND SERVICES - 2.3%
8,000 Affiliated Computer Services, Inc. - Class A* 415,200
3,000 Interland, Inc.* 10,020
4,000 Accenture LTD - Class A* 98,520
-----------
523,740
-----------
INSURANCE - 0.9%
3,000 American International Group, Inc. 211,950
-----------
INTERNET SOFTWARE AND SERVICES - 1.2%
7,300 Cisco Systems, Inc.* 152,278
7,000 VeriSign, Inc.* 122,570
-----------
274,848
-----------
MACHINERY - 2.6%
1,300 Caterpillar, Inc. 95,537
2,000 Ingersoll-Rand Company - Class A 137,380
15,000 Pall Corporation 347,550
-----------
580,467
-----------
MARINE - 0.1%
9,200 Grupo TMM S.A. de C.V. - Class A - ADR* 18,676
-----------
MEDIA - 4.2%
6,000 Comcast Corporation - Class A* 164,400
2,000 Gannett Company, Inc. 166,280
8,000 Meredith Corporation 423,040
4,500 New York Times Company (The) - Class A 187,200
-----------
940,920
-----------
11
GKM FUNDS
GKM GROWTH FUND
PORTFOLIO OF INVESTMENTS (CONTINUED)
JULY 31, 2004
- --------------------------------------------------------------------------------
SHARES VALUE
- ---------------- -----------
COMMON STOCKS - 98.6% (CONTINUED)
METALS AND MINING - 0.9%
2,500 Nucor Corporation $ 209,125
-----------
MULTILINE RETAIL - 0.6%
5,050 Family Dollar Stores, Inc. 140,693
-----------
OIL & GAS - 0.6%
3,000 Pogo Producing Company 133,140
-----------
PERSONAL PRODUCTS - 1.1%
5,250 Alberto-Culver Company - Class A 244,755
-----------
PHARMACEUTICALS - 8.0%
4,000 Abbott Laboratories 157,400
10,000 deCODE Genetics, Inc.* 68,500
6,500 Eli Lilly and Company 414,180
2,990 Johnson & Johnson 165,257
10,000 Novartis AG 446,600
6,325 Pfizer, Inc. 202,147
11,980 Teva Pharmaceutical Industries Ltd. - ADR 354,608
-----------
1,808,692
-----------
SEMICONDUCTOR EQUIPMENT AND PRODUCTS - 2.9%
13,000 Intel Corporation 316,940
7,000 Intersil Corporation - Class A 128,590
5,620 National Semiconductor Corporation* 96,383
5,500 Texas Instruments, Inc. 117,315
-----------
659,228
-----------
SOFTWARE - 7.3%
9,000 Adobe Systems, Inc. 379,620
20,050 Citrix Systems, Inc.* 353,281
25,000 Microsoft Corporation 711,500
5,000 SAP AG 200,050
-----------
1,644,451
-----------
SPECIALTY RETAIL - 4.6%
10,000 Bed Bath & Beyond, Inc.* 353,900
11,000 Men's Wearhouse, Inc. (The)* 291,390
13,000 PETsMART, Inc. 403,130
-----------
1,048,420
-----------
12
GKM FUNDS
GKM GROWTH FUND
PORTFOLIO OF INVESTMENTS (CONTINUED)
JULY 31, 2004
- --------------------------------------------------------------------------------
SHARES VALUE
- ---------------- -----------
COMMON STOCKS - 98.6% (CONTINUED)
TEXTILES AND APPAREL - 1.5%
3,500 Nike, Inc. - Class B $ 254,485
9,000 Oakley, Inc. 97,200
-----------
351,685
-----------
TRADING COMPANIES AND DISTRIBUTORS - 1.2%
5,000 Grainger (W.W.), Inc. 264,750
-----------
WIRELESS TELECOMMUNICATIONS SERVICES - 0.8%
8,000 Amdocs Ltd.* 173,600
-----------
TOTAL COMMON STOCKS (Cost $18,990,912) $ 22,334,302
-----------
MONEY MARKETS - 1.6%
360,095 First American Treasury Obligation Fund - Class S
(Cost $360,095) $ 360,095
-----------
TOTAL INVESTMENTS AT VALUE - 100.2%
(Cost $19,351,007) $ 22,694,397
LIABILITIES IN EXCESS OF OTHER ASSETS - (0.2%) (42,154)
-----------
NET ASSETS - 100.0% $ 22,652,243
===========
* Non-income producing security
ADR - American Depositary Receipt
See accompanying notes to financial statements.
13
GKM FUNDS
GKM GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2004
- --------------------------------------------------------------------------------
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The GKM Growth Fund (the "Fund") is a diversified series of The GKM Funds
(the "Trust"), an open-end management investment company established under
the laws of Ohio by an Agreement and Declaration of Trust dated October 2,
2001. On December 14, 2001, 10,000 shares of the Fund were issued for cash,
at $10.00 per share, to three individuals affiliated with GKM Advisers, LLC
(the "Adviser"), the investment adviser to the Fund. The public offering of
shares of the Fund commenced on December 28, 2001. The Fund had no
operations prior to the public offering of shares except for the initial
issuance of shares.
The investment objective of the Fund is long-term capital appreciation.
SECURITIES VALUATION - Equity securities generally are valued by using
market quotations, but may be valued on the basis of prices furnished by a
pricing service when the Adviser believes such prices accurately reflect
the fair market value of such securities. Securities that are traded on any
stock exchange are generally valued at the last quoted sale price. Lacking
a last sale price, an exchange traded security is generally valued at its
last bid price. Securities traded in the NASDAQ over-the-counter market are
generally valued at the NASDAQ Official Closing Price. When market
quotations are not readily available, when the Adviser determines that the
market quotation or the price provided by the pricing service does not
accurately reflect the current market value or when restricted securities
are being valued, such securities are valued as determined in good faith by
the Adviser, in conformity with guidelines adopted by and subject to review
of the Board of Trustees of the Trust.
SHARE VALUATION - The net asset value of the Fund's shares is calculated at
the close of trading on the New York Stock Exchange (normally 4:00 p.m.,
Eastern time) on each day that the Trust is open for business. The net
asset value is calculated by dividing the value of the Fund's total assets,
minus liabilities, by the total number of shares outstanding. The offering
price and redemption price per share is equal to the net asset value per
share.
SECURITY TRANSACTIONS AND INVESTMENT INCOME - Security transactions are
accounted for on trade date. Cost of securities sold is determined on a
specific identification basis. Dividend income is recorded on the
ex-dividend date. Interest income is accrued as earned.
DISTRIBUTIONS TO SHAREHOLDERS - Dividends arising from net investment
income and net capital gains, if any, are declared and paid annually in
December. The amount of distributions from net investment income and net
realized gains are determined in accordance with income tax regulations
which may differ from accounting principles generally accepted in the
United States of America. There were no distributions for the years ended
July 31, 2004 and July 31, 2003.
ESTIMATES - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the
reporting period. Actual results could differ from those estimates.
14
GKM FUNDS
GKM GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
JULY 31, 2004
- --------------------------------------------------------------------------------
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
FEDERAL INCOME TAX - It is the Fund's policy to comply with the special
provisions of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies. As provided therein, in any fiscal year in
which the Fund so qualifies and distributes at least 90% of its taxable net
income, the Fund (but not the shareholders) will be relieved of federal
income tax on the income distributed. Accordingly, no provisions for income
taxes have been made.
In order to avoid imposition of the excise tax applicable to regulated
investment companies, it is also the Fund's intention to declare as
dividends in each calendar year at least 98% of its net investment income
(earned during the calendar year) and 98% of its net realized capital gains
(earned during the twelve months ended October 31) plus undistributed
amounts from prior years.
The following information is computed on a tax basis for each item as of
July 31, 2004:
Cost of portfolio investments $ 19,351,007
================
Gross unrealized appreciation $ 4,104,620
Gross unrealized depreciation (761,230)
----------------
Net unrealized appreciation $ 3,343,390
----------------
Capital loss carryforwards (344,454)
Post-October losses (116,691)
----------------
Total distributable earnings $ 2,882,245
================
As of July 31, 2004, the Fund had capital loss carryforwards of $344,454,
of which $2,590 expires July 31, 2011 and $341,864 expires July 31, 2012.
In addition, the Fund had net realized capital losses of $116,691 during
the period November 1, 2003 through July 31, 2004, which are treated for
federal income tax purposes as arising during the Fund's tax year ending
July 31, 2005. These capital loss carryforwards and "post-October" losses
may be utilized in the current and future years to offset net realized
capital gains, if any, prior to distributing such gains to shareholders.
For the year ended July 31, 2004, the Fund reclassified net investment
losses of $107,951 against paid-in-capital on the Statement of Assets and
Liabilities. Such reclassification, the result of permanent differences
between financial statement and income tax reporting requirements, has no
effect on the Fund's net assets or net asset value per share.
2. INVESTMENT TRANSACTIONS
During the year ended July 31, 2004, cost of purchases and proceeds from
sales of investment securities, other than short-term investments, amounted
to $7,948,698 and $1,480,089 respectively.
15
GKM FUNDS
GKM GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
JULY 31, 2004
- --------------------------------------------------------------------------------
3. TRANSACTIONS WITH AFFILIATES
A Trustee and certain officers of the Trust are affiliated with the Adviser
or Ultimus Fund Solutions, LLC ("Ultimus"), the Fund's administrator,
transfer agent and fund accounting agent.
Under the terms of the Management Agreement between the Trust and the
Adviser, the Adviser serves as the investment adviser to the Fund. For its
services, the Fund pays the Adviser an investment management fee at the
annual rate of 1.40% of the Fund's average daily net assets. The Adviser
pays all of the operating expenses of the Fund except brokerage, taxes,
borrowing costs, fees and expenses of non-interested trustees,
extraordinary expenses and distribution and/or service related expenses
incurred pursuant to Rule 12b-1 under the Investment Company Act of 1940
(if any).
The Trust has entered into mutual fund services agreements with Ultimus,
pursuant to which Ultimus provides day-to-day operational services to the
Fund including, but not limited to, accounting, administrative, transfer
agent, dividend disbursing, and recordkeeping services. The fees payable to
Ultimus are paid by the Adviser (not the Fund).
The Trust has entered into a Distribution Agreement with Ultimus Fund
Distributors, LLC (the "Distributor"), pursuant to which the Distributor
provides distribution services to the Fund and serves as principal
underwriter to the Fund. The Distributor is a wholly-owned subsidiary of
Ultimus. The fees payable to the Distributor are paid by the Adviser (not
the Fund).
4. CONTINGENCIES AND COMMITMENTS
The Fund indemnifies the Trust's officers and trustees for certain
liabilities that might arise from their performance of their duties to the
Fund. Additionally, in the normal course of business the Fund enters into
contracts that contain a variety of representations and warranties and
which provide general indemnifications. The Fund's maximum exposure under
these arrangements is unknown, as this would involve future claims that may
be made against the Fund that have not yet occurred. However, based on
experience, the Fund expects the risk of loss to be remote.
16
TAIT, WELLER & BAKER
CERTIFIED PUBLIC ACCOUNTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE SHAREHOLDERS AND BOARD OF TRUSTEES
THE GKM FUNDS
LOS ANGELES, CALIFORNIA
We have audited the accompanying statement of assets and liabilities of GKM
Growth Fund, a series of shares of The GKM Funds, including the portfolio of
investments, as of July 31, 2004, and the related statement of operations for
the year then ended, the statements of changes in net assets for each of the two
years then ended and the financial highlights for each of the two years then
ended and the period December 28, 2001 (commencement of operations) to July 31,
2002. 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 audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (US). Those standards require that we plan and
perform the audits 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 and financial highlights. Our procedures
included confirmation of securities owned as of July 31, 2004, 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 GKM
Growth Fund as of July 31, 2004, the results of its operations for the year then
ended, the statements of changes in its net assets for each of the two years
then ended and its financial highlights for each of the two years then ended and
the period December 28, 2001 to July 31, 2002, in conformity with accounting
principles generally accepted in the United States of America.
/s/ TAIT, WELLER & BAKER
PHILADELPHIA, PENNSYLVANIA
AUGUST 27, 2004
17
INFORMATION REGARDING TRUSTEES AND OFFICERS (UNAUDITED)
Overall responsibility for management of the Fund rests with the Board of
Trustees. The Trustees serve during the lifetime of the Trust and until its
termination, or until death, resignation, retirement or removal. The Trustees,
in turn, elect the officers of the Trust to actively supervise its day-to-day
operations. The officers have been elected for an annual term.
The following table provides information regarding each Trustee who is not
an "interested person" of the Trust, as defined in the Investment Company Act of
1940.
- --------------------------------------------------------------------------------------------------------------------
NAME, AGE AND ADDRESS POSITION(S) HELD WITH TRUST LENGTH OF TIME SERVED
- --------------------------------------------------------------------------------------------------------------------
Darrin F. DelConte Trustee Since December 2001
11150 Santa Monica Blvd., Suite 850
Los Angeles, CA 90025
Year of Birth: 1966
- --------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS NUMBER OF PORTFOLIOS IN FUND OTHER DIRECTORSHIPS
COMPLEX OVERSEEN BY TRUSTEE HELD BY TRUSTEE
- --------------------------------------------------------------------------------------------------------------------
Darrin F. DelConte is Executive Vice President of 1 None
Pacific Marine Maintenance Co. (a marine
maintenance company). From October 1998 to
November 1999, he was West Coast Regional Manager
of Knight Transportation.
- --------------------------------------------------------------------------------------------------------------------
NAME, AGE AND ADDRESS POSITION(S) HELD WITH TRUST LENGTH OF TIME SERVED
- --------------------------------------------------------------------------------------------------------------------
Nicholas G. Tonsich Trustee Since December 2001
11150 Santa Monica Blvd., Suite 850
Los Angeles, CA 90025
Year of Birth: 1961
- --------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS NUMBER OF PORTFOLIOS IN FUND OTHER DIRECTORSHIPS
COMPLEX OVERSEEN BY TRUSTEE HELD BY TRUSTEE
- --------------------------------------------------------------------------------------------------------------------
Nicholas G. Tonsich is a partner in Glaser, 1 None
Tonsich and Brajevich LLP (a law firm).
- --------------------------------------------------------------------------------------------------------------------
NAME, AGE AND ADDRESS POSITION(S) HELD WITH TRUST LENGTH OF TIME SERVED
- --------------------------------------------------------------------------------------------------------------------
Christopher M. Leggio Trustee Since June 2002
11150 Santa Monica Blvd., Suite 850
Los Angeles, CA 90025
Year of Birth: 1965
- --------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS NUMBER OF PORTFOLIOS IN FUND OTHER DIRECTORSHIPS
COMPLEX OVERSEEN BY TRUSTEE HELD BY TRUSTEE
- --------------------------------------------------------------------------------------------------------------------
Christopher M. Leggio is Vice President of Mark 1 Director of Golden
Christopher Auto Center (an automobile State Business Bank
dealership).
- --------------------------------------------------------------------------------------------------------------------
18
The following table provides information regarding each Trustee who is an
"interested person" of the Trust, as defined in the Investment Company Act of
1940, and each executive officer of the Trust.
- --------------------------------------------------------------------------------------------------------------------
NAME, AGE AND ADDRESS POSITION(S) HELD WITH TRUST LENGTH OF TIME SERVED
- --------------------------------------------------------------------------------------------------------------------
Timothy J. Wahl1 President and Trustee Since October 2001
11150 Santa Monica Blvd., Suite 850
Los Angeles, CA 90025
Year of Birth: 1965
- --------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS NUMBER OF PORTFOLIOS IN FUND OTHER DIRECTORSHIPS
COMPLEX OVERSEEN BY TRUSTEE HELD BY TRUSTEE
- --------------------------------------------------------------------------------------------------------------------
Timothy J. Wahl is President, Director and 1 None
Investment Committee Member of GKM Advisers,
LLC. From January 2000 to July 2003, President
and Investment Committee Member of GKM Advisors,
Inc. Prior to January 2000, sole proprietor of
Wahl Financial (an investment advisory firm).
- --------------------------------------------------------------------------------------------------------------------
NAME, AGE AND ADDRESS POSITION(S) HELD WITH TRUST LENGTH OF TIME SERVED
- --------------------------------------------------------------------------------------------------------------------
David L. Kahn Chief Compliance Officer Since September 2004
11150 Santa Monica Blvd., Suite 850 Secretary Since October 2001
Los Angeles, CA 90025
Year of Birth: 1957
- --------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS OTHER DIRECTORSHIPS
HELD BY TRUSTEE
- --------------------------------------------------------------------------------------------------------------------
David L. Kahn is Operations Manager of GKM Advisers, LLC. From January 2000 to July 2003, N/A
Branch Manager with Gerard Klauer Mattison & Co., Inc. (broker-dealer). From July 1999 to
January 2000, Assistant with Wahl Financial.
- --------------------------------------------------------------------------------------------------------------------
NAME, AGE AND ADDRESS POSITION(S) HELD WITH TRUST LENGTH OF TIME SERVED
- --------------------------------------------------------------------------------------------------------------------
Robert G. Dorsey Vice President Since December 2001
135 Merchant Street, Suite 230
Cincinnati, OH 45246
Year of Birth: 1957
- --------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS OTHER DIRECTORSHIPS
HELD BY TRUSTEE
- --------------------------------------------------------------------------------------------------------------------
Robert G. Dorsey is a Managing Director of Ultimus Fund Solutions, LLC and
Ultimus Fund Distributors, LLC. N/A
- --------------------------------------------------------------------------------------------------------------------
NAME, AGE AND ADDRESS POSITION(S) HELD WITH TRUST LENGTH OF TIME SERVED
- --------------------------------------------------------------------------------------------------------------------
Mark J. Seger Treasurer Since December 2001
135 Merchant Street, Suite 230
Cincinnati, OH 45246
Year of Birth: 1962
- --------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS OTHER DIRECTORSHIPS
HELD BY TRUSTEE
- --------------------------------------------------------------------------------------------------------------------
Mark J. Seger is a Managing Director of Ultimus Fund Solutions, LLC and
Ultimus Fund Distributors, LLC. N/A
- -------------------------------------------------------------------------------------------- -------------------------
1 Mr. Wahl is an "interested person" of the Trust because he is an officer of the Trust and of the Adviser.
Additional information about members of the Board of Trustees and the executive officers is available in the
Statement of Additional Information (SAI). To obtain a free copy of the SAI, please call 1-888-GKM-9518.
19
ABOUT YOUR FUND'S EXPENSES (Unaudited)
- --------------------------------------------------------------------------------
We believe it is important for you to understand the impact of costs on your
investment. All mutual funds have operating expenses. As a shareholder of the
GKM Growth Fund, you incur ongoing costs, including management fees and other
Fund expenses. Operating expenses, which are deducted from the Fund's gross
income, directly reduce the investment return of the Fund.
A fund's expenses are expressed as a percentage of its average net assets. This
figure is known as the expense ratio. The following examples are intended to
help you understand the ongoing costs (in dollars) of investing in the Fund and
to compare these costs with the ongoing costs of investing in other mutual
funds. The examples below are based on an investment of $1,000 made at the
beginning of the period shown and held for the entire period.
The table below illustrates the Fund's costs in two ways:
ACTUAL FUND RETURN - This section helps you to estimate the actual expenses that
you paid over the period. The "Ending Account Value" shown is derived from the
Fund's actual return, and the third column shows the dollar amount of operating
expenses that would have been paid by an investor who started with $1,000 in the
Fund. You may use the information here, together with the amount you invested,
to estimate the expenses that you paid over the period.
To do so, simply divide your account value by $1,000 (for example, an $8,600
account value divided by $1,000 = 8.6), then multiply the result by the number
given for the Fund under the heading "Expenses Paid During Period."
HYPOTHETICAL 5% RETURN - This section is intended to help you compare the Fund's
costs with those of other mutual funds. It assumes that the Fund had an annual
return of 5% before expenses during the period shown, but that the expense ratio
is unchanged. In this case, because the return used is not the Fund's actual
return, the results do not apply to your investment. The example is useful in
making comparisons because the Securities and Exchange Commission requires all
mutual funds to calculate expenses based on a 5% return. You can assess the
Fund's costs by comparing this hypothetical example with the hypothetical
examples that appear in shareholder reports of other funds.
Note that expenses shown in the table are meant to highlight and help you
compare ongoing costs only. The Fund does not charge transaction fees, such as
purchase or redemption fees, nor does it carry a "sales load."
The calculations assume no shares were bought or sold during the period. Your
actual costs may have been higher or lower, depending on the amount of your
investment and the timing of any purchases or redemptions.
20
More information about the Fund's expenses, including annual expense ratios
since inception, can be found in this report. For additional information on
operating expenses and other shareholder costs, please refer to the Fund's
prospectus.
- ----------------------------------------------------------------------------------------------
Beginning Ending
Account Value Account Value Expenses Paid
January 31, 2004 July 31, 2004 During Period*
- ----------------------------------------------------------------------------------------------
Based on Actual Fund Return $ 1,000.00 $ 971.81 $ 6.96
- ----------------------------------------------------------------------------------------------
Based on Hypothetical 5% Return $ 1,000.00 $ 1,017.85 $ 7.07
(before expenses)
- ----------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of (1.41%) for
the period, multiplied by the average account value over the period,
multiplied by 182/366 (to reflect the one-half year period).
A description of the policies and procedures that the Fund uses to vote proxies
relating to portfolio securities is available without charge upon request by
calling toll-free 1-888-GKM-9518 (1-888-456-9518), or on the Securities and
Exchange Commission's website at http://www.sec.gov. Information regarding how
the Fund voted proxies relating to portfolio securities during the most recent
12-month period ended June 30 is available without charge upon request by
calling toll-free 1-888-GKM-9518 (1-888-456-9518), or on the Securities and
Exchange Commission's website at http://www.sec.gov.
21
ITEM 2. CODE OF ETHICS.
As of the end of the period covered by this report, the registrant has adopted a
code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions, regardless of whether these individuals
are employed by the registrant or a third party. Pursuant to Item 11(a)(1), a
copy of registrant's code of ethics is filed as an exhibit to this Form N-CSR.
During the period covered by this report, the code of ethics has not been
amended, and the registrant has not granted any waivers, including implicit
waivers, from the provisions of the code of ethics.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant's board of trustees has determined that the registrant does not
have an audit committee financial expert serving on its audit committee. The
audit committee determined that, although none of its members meet the technical
definition of an audit committee financial expert, the members have sufficient
financial expertise to address any issues that are likely to come before the
committee. It was the consensus of the audit committee members that it is not
necessary at the present time for the committee to seek to recruit an additional
trustee who would qualify as an audit committee financial expert. It was the
view of the committee that, if novel issues ever arise, the committee will
consider hiring an expert to assist it as needed.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) AUDIT FEES. The aggregate fees billed for professional services
rendered by the principal accountant for the audit of the registrant's
annual financial statements or for services that are normally provided
by the accountant in connection with statutory and regulatory filings
or engagements were $9,500 with respect to the registrant's fiscal
year ended July 31, 2004. The aggregate fees billed for professional
services rendered by the principal accountant for the audit of the
registrant's annual financial statements or for services that are
normally provided by the accountant in connection with the statutory
and regulatory filings or engagements were $8,500 with respect to the
registrant's fiscal year ended July 31, 2003.
(b) AUDIT-RELATED FEES. No fees were billed in either of the last two
fiscal years for assurance and related services by the principal
accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item.
(c) TAX FEES. The aggregate fees billed for professional services rendered
by the principal accountant for tax compliance, tax advice, and tax
planning were $1,500 and $1,500 with respect to the registrant's
fiscal years ended July 31, 2004 and 2003, respectively. The services
comprising these fees are the preparation of the registrant's federal
income and excise tax returns.
(d) ALL OTHER FEES. No fees were billed in either of the last two fiscal
years for products and services provided by the principal accountant,
other than the services reported in paragraphs (a) through (c) of
this Item.
(e)(1)The audit committee has not adopted pre-approval policies and
procedures described in paragraph (c)(7) of Rule 2-01 of Regulation
S-X.
(e)(2)None of the services described in paragraph (b) through (d) of this
Item were approved by the audit committee pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Less than 50% of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most
recent fiscal year were attributed to work performed by persons other
than the principal accountant's full-time, permanent employees.
(g) During the fiscal years ended July 31, 2004 and 2003, aggregate
non-audit fee of $1,500 and $1,500, respectively, were billed by the
registrant's accountant for services rendered to the registrant. No
non-audit fees were billed in either of the last two fiscal years by
the registrant's accountant for services rendered to the registrant's
investment adviser (not including any sub-adviser whose role is
primarily portfolio management and is subcontracted with or overseen
by another investment adviser), and any entity controlling, controlled
by, or under common control with the adviser that provides ongoing
services to the registrant.
(h) The principal accountant has not provided any non-audit services to
the registrant's investment adviser (not including any sub-adviser
whose role is primarily portfolio management and is subcontracted with
or overseen by another investment adviser), and any entity
controlling, controlled by, or under common control with the
investment adviser that provides ongoing services to the registrant.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable
ITEM 6. SCHEDULE OF INVESTMENTS.
Not applicable [schedule filed with Item 1]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable
ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The registrant has not adopted procedures by which shareholders may recommend
nominees to the registrant's board of trustees.
ITEM 10. CONTROLS AND PROCEDURES.
(a) Based on their evaluation of the registrant's disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of
1940) as of a date within 90 days of the filing date of this report, the
registrant's principal executive officer and principal financial officer have
concluded that such disclosure controls and procedures are reasonably designed
and are operating effectively to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to them
by others within those entities, particularly during the period in which this
report is being prepared, and that the information required in filings on Form
N-CSR is recorded, processed, summarized, and reported on a timely basis.
(b) There were no changes in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940)
that occurred during the registrant's most recent fiscal half-year (the
registrant's second fiscal half-year in the case of an annual report) that have
materially affected, or are reasonably likely to materially affect, the
registrant's internal control over financial reporting.
ITEM 11. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit: Attached hereto
(a)(2) A separate certification for each principal executive officer and
principal financial officer of the registrant as required by Rule 30a-2(a) under
the Act (17 CFR 270.30a-2(a)): Attached hereto
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under
the Act (17 CFR 270.23c-1) sent or given during the period covered by the report
by or on behalf of the registrant to 10 or more persons: Not applicable
(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR
270.30a-2(b)): Attached hereto
Exhibit 99.CODE ETH Code of Ethics
Exhibit 99.CERT Certifications required by Rule 30a-2(a) under the Act
Exhibit 99.906CERT Certifications required by Rule 30a-2(b) under the Act
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) The GKM Funds
-------------------------------------------------------
By (Signature and Title)* /s/ Timothy J. Wahl
-------------------------------------------
Timothy J. Wahl, President
Date November 17, 2004
-----------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Timothy J. Wahl
-------------------------------------------
Timothy J. Wahl, President
Date November 17, 2004
-----------------------------------------
By (Signature and Title)* /s/ Mark J. Seger
-------------------------------------------
Mark J. Seger, Treasurer
Date November 17, 2004
-----------------------------------------
* Print the name and title of each signing officer under his or her signature.