Midas Funds 2008
Statement of Additional Information
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STATEMENT OF ADDITIONAL INFORMATION
MIDAS
DOLLAR RESERVES
MIDAS FUND
MIDAS
SPECIAL FUND
11
Hanover Square
New York,
NY 10005
1-800-400-MIDAS (6432)
This Statement of Additional Information (“SAI”) dated April 29,
2008, regarding Midas Dollar Reserves, Inc. (“Dollar Reserves”), Midas Fund,
Inc. (“Midas Fund”), and Midas Special Fund, Inc. (“Special Fund”)
(each, a “Fund”) is not a prospectus and should be read in conjunction
with the Funds’ prospectus, also dated April 29, 2008 (“Prospectus”).
This SAI is incorporated by reference into the Prospectus; in other words, this SAI is
legally a part of the Prospectus, which is available to prospective investors without
charge upon request by calling 1-800-400-MIDAS (6432).
The most recent Annual Report and Semi-Annual Report to Shareholders for
each Fund are separate documents from this SAI, and the financial statements, accompanying
notes and report of the independent registered public accounting firm (“IRPAF”)
appearing in the Annual Report are incorporated by reference into this SAI.
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THE
FUNDS’ INVESTMENT PROGRAMS
The following information supplements the information concerning the
investment objectives, policies, and limitations of each Fund found in the Prospectus.
Dollar Reserves is a diversified open end management investment company, while Midas Fund
and Special Fund are non-diversified open end management investment companies. Dollar
Reserves was organized as a Maryland corporation in 1974; it changed its name from
Dollar Reserves, Inc. on May 1, 2003. Midas Fund was organized as a Maryland corporation in
1995. Special Fund was organized as a Maryland corporation in 1986; it changed its name
from Midas Special Equities Fund, Inc. on May 1, 2006.
Additional Information Regarding Dollar Reserves
Dollar Reserves seeks to achieve its objective by investing exclusively in
securities issued or guaranteed by the U.S. government, its agencies or instrumentalities
(“U.S. Government Securities”). Although the Fund’s investment policies
also permit it to invest in bank obligations and instruments secured thereby, high quality
commercial paper, high grade corporate obligations, and repurchase agreements pertaining to
these securities and U.S. Government Securities, its Board of Directors (the
“Board”) has determined that the Fund shall not do so until after giving at
least 60 days’ notice to shareholders.
Investments and Investment Practices
Equity Securities. Midas Fund and Special
Fund may invest in equity securities of U.S. and foreign issuers that, in the judgement
of Midas Management Corporation (the “Investment Manager”), offer
potential for capital appreciation. Such equity securities involve greater risk of loss of
income than debt securities because issuers are not obligated to pay dividends. In
addition, equity securities are subordinate to debt securities, and are more subject to
changes in economic and industry conditions and in the financial conditions of the issuers
of such securities.
Foreign Securities and Emerging Markets.
Because Midas Fund and Special Fund may each invest in foreign
securities, investment in either Fund involves investment risks of adverse political and
economic developments that are different from an investment in a fund that invests only in
the securities of U.S. issuers. A summary of such risks for each Fund is set forth below in
this section.
Such risks may include adverse movements in the market value of foreign
securities during days on which a Fund’s net asset value (“NAV”) per
share is not determined, the possible imposition of withholding taxes by foreign
governments on dividend or interest income payable on the securities held in a Fund’s
portfolio, possible seizure or nationalization of foreign deposits, the possible
establishment of exchange controls or the adoption of other foreign governmental
restrictions that might adversely affect the payment of dividends or principal and interest
on securities in a Fund’s portfolio.
Securities of many foreign issuers may be less liquid and their prices more
volatile than those of comparable domestic issuers, and transactions in foreign securities
may be subject to less efficient settlement practices, including extended clearance and
settlement periods. In addition, with respect to certain foreign countries, there is the
possibility of expropriation, confiscatory taxation, and limitations on the use or removal
of funds or other assets.
The costs associated with investment in foreign issuers, including
withholding taxes, brokerage commissions, and custodial fees, are higher than those
associated with investment in domestic issuers. In addition, foreign securities
transactions may be subject to difficulties associated with the settlement of such
transactions. Delays in settlement could result in temporary periods when assets of a Fund
are uninvested and no return is earned thereon. The inability of a Fund to make intended
security purchases due to settlement problems could cause a Fund to miss attractive
investment opportunities. Inability to dispose of a portfolio security due to settlement
problems could result in losses to the Fund due to subsequent declines in value of the
portfolio security or, if a Fund has entered into a contract to sell the security, could
result in liability to the purchaser.
Each Fund may invest in foreign securities by purchasing American Depository
Receipts (“ADRs”), European Depository Receipts (“EDRs”), or other
securities convertible into securities of issuers based in foreign countries. These
securities may not necessarily be denominated in the same currency as the securities into
which they may be converted. Generally, ADRs, in registered form, are denominated in U.S.
dollars and are designed for use in the U.S. securities markets, while EDRs, in bearer
form, may be denominated in other currencies and are designed for use in European
securities markets. ADRs are receipts typically issued by a U.S. bank or trust company
evidencing ownership of the underlying securities. EDRs are European receipts evidencing a
similar arrangement.
Each Fund may invest in securities of issuers based in emerging markets. The
risks of foreign investment are greater for investments in emerging markets.
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Many emerging market countries have experienced substantial, and in some
periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations
in inflation rates have had, and may continue to have, very negative effects on the
economies and securities markets of certain emerging markets. Economies in emerging markets
generally are dependent heavily upon international trade and, accordingly, have been and
may continue to be affected adversely by economic conditions, trade barriers, exchange
controls, managed adjustments in relative currency values and other protectionist measures
imposed or negotiated by the countries with which they trade.
Inflation in many emerging market countries has been significantly higher
than the world average. While some emerging market countries have sought to develop a
number of corrective mechanisms to reduce inflation or mitigate its effects, inflation may
continue to have significant effects both on emerging market economies and their securities
markets. In addition, many of the currencies of emerging market countries have experienced
steady devaluations relative to the U.S. dollar, and major devaluations have occurred in
certain countries.
Because of the high levels of foreign denominated debt owed by many emerging
market countries, fluctuating exchange rates can significantly affect the debt service
obligations of those countries. This could, in turn, affect local interest rates, profit
margins and exports which are a major source of foreign exchange earnings. Although it
might be theoretically possible to hedge for anticipated income and gains, the ongoing and
indeterminate nature of the foregoing risks (and the costs associated with hedging
transactions) makes it virtually impossible to hedge effectively against such
risks.
To the extent an emerging market country faces a liquidity crisis with
respect to its foreign exchange reserves, it may increase restrictions on the outflow of
any foreign exchange. Repatriation is ultimately dependent on the ability of the Fund to
liquidate its investments and convert the local currency proceeds obtained from such
liquidation into U.S. dollars. Where this conversion must be done through official channels
(usually the central bank or certain authorized commercial banks), the ability to obtain
U.S. dollars is dependent on the availability of such U.S. dollars through those channels,
and if available, upon the willingness of those channels to allocate those U.S. dollars to
the Fund. In such a case, the Fund’s ability to obtain U.S. dollars may be adversely
affected by any increased restrictions imposed on the outflow of foreign exchange. If the
Fund is unable to repatriate any amounts due to exchange controls, it may be required to
accept an obligation payable at some future date by the central bank or other governmental
entity of the jurisdiction involved. If such conversion can legally be done outside
official channels, either directly or indirectly, the Fund’s ability to obtain U.S.
dollars may not be affected as much by any increased restrictions except to the extent of
the price which may be required to be paid for the U.S. dollars.
Many emerging market countries have little experience with the corporate
form of business organization and may not have well developed corporation and business laws
or concepts of fiduciary duty in the business context.
The securities markets of emerging markets are substantially smaller, less
developed, less liquid and more volatile than the securities markets of the U.S. and other
more developed countries. Disclosure and regulatory standards in many respects are less
stringent than in the U.S. and other major markets. There also may be a lower level of
monitoring and regulation of emerging markets and the activities of investors in such
markets; enforcement of existing regulations has been extremely limited. Investing in the
securities of companies in emerging markets may entail special risks relating to the
potential political and economic instability and the risks of expropriation,
nationalization, confiscation or the imposition of restrictions on foreign investment,
convertibility of currencies into U.S. dollars and on repatriation of capital invested. In
the event of such expropriation, nationalization or other confiscation by any country, the
Fund could lose its entire investment in any such country.
Some emerging markets have different settlement and clearance procedures. In
certain markets there have been times when settlements have been unable to keep pace with
the volume of securities transactions, making it difficult to conduct such
transactions.
The risk also exists that an emergency situation may arise in one or more
emerging markets as a result of which trading of securities may cease or may be curtailed
and prices for the Fund’s portfolio securities in such markets may not be readily
available.
U.S. Government Securities. The U.S. Government
Securities in which each Fund may invest include direct obligations of the U.S. government
(such as Treasury bills, notes, and bonds) and obligations issued by U.S. government
agencies and instrumentalities backed by the full faith and credit of the U.S. government,
such as those issued by the Government National Mortgage Association. In addition, the U.S.
government securities in which the Fund may invest include securities supported primarily
or solely by the creditworthiness of the issuer, such as securities issued by the Federal
National Mortgage Association, the Federal Home Loan Mortgage Corporation, and the
Tennessee Valley Authority. In the case of obligations not backed by the full faith and
credit of the U.S. government, the Fund must look principally to the agency or
instrumentality issuing or guaranteeing the obligation for ultimate repayment and may not
be able to assert a claim against the U.S. government itself in the event the agency or
instrumentality does not meet its commitments. Accordingly, these securities may involve
more risk than securities backed by the U.S. government’s full faith and
credit.
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Convertible Securities. Midas Fund and Special
Fund may invest in convertible securities which are bonds, debentures, notes, preferred
stocks, or other securities that may be converted into or exchanged for a specified amount
of common stock of the same or a different issuer within a particular period of time at a
specified price or formula. A convertible security entitles the holder to receive interest
generally paid or accrued on debt or the dividend paid on preferred stock until the
convertible security matures or is redeemed, converted or exchanged. Convertible securities
have unique investment characteristics in that they generally (i) have higher yields than
common stocks, but lower yields than comparable non-convertible securities, (ii) are less
subject to fluctuation in value than the underlying stock since they have fixed income
characteristics and (iii) provide the potential for capital appreciation if the market
price of the underlying common stock increases.
The value of a convertible security is a function of its “investment
value” (determined by its yield comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and its
“conversion value” (the security’s worth, at market value, if converted
into the underlying common stock). The investment value of a convertible security is
influenced by changes in interest rates, with investment value declining as interest rates
increase and increasing as interest rates decline. The credit standing of the issuer and
other factors also may have an effect on the convertible security’s investment value.
The conversion value of a convertible security is determined by the market price of the
underlying common stock. If the conversion value is low relative to the investment value,
the price of the convertible security is governed principally by its investment value and
generally the conversion value decreases as the convertible security approaches maturity.
To the extent the market price of the underlying common stock approaches or exceeds the
conversion price, the price of the convertible security will be increasingly influenced by
its conversion value. In addition, a convertible security will sell at a premium over its
conversion value determined by the extent to which investors place value on the right to
acquire the underlying common stock while holding a fixed income security.
A Fund will exchange or convert the convertible securities held in its
portfolio into shares of the underlying common stock when, in the Investment
Manager’s opinion, the investment characteristics of the underlying common shares
will assist the Fund in achieving its investment objectives. Otherwise, the Fund may hold
or trade convertible securities. In selecting convertible securities for a Fund, the
Investment Manager evaluates the investment characteristics of the convertible security as
a fixed income instrument and the investment potential of the underlying equity security
for capital appreciation. In evaluating these matters with respect to a particular
convertible security, the Investment Manager considers numerous factors, including the
economic and political outlook, the value of the security relative to other investment
alternatives, trends in the determinants of the issuer’s profits, and the
issuer’s management capability and practices.
Preferred Stocks. Midas Fund and Special Fund may invest in
preferred stocks of U.S. and foreign issuers that, in the Investment Manager’s
judgment, offer potential for growth of capital and income. Preferred stocks are subject to
the risks described above for equity securities.
Lower Rated Debt Securities. Midas Fund and
Special Fund may invest in investment grade and non-investment grade securities. There is
no minimum quality rating for the debt securities in which the Funds may invest, and they
may invest up to 100% of their assets in unrated debt securities or debt securities rated
below investment grade, commonly referred to as junk bonds, although Midas Fund and Special
Fund have no intention of investing more than 5% of its respective total assets in such
securities during the coming year.
Ratings of investment grade or better include the four highest ratings of
Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.
(“S&P”) (AAA, AA, A, or BBB) and Moody’s Investors Service, Inc.
(“Moody’s”) (Aaa, Aa, A, or Baa). Moody’s considers securities
rated Baa to have speculative characteristics. Changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity for such securities to make
principal and interest payments than is the case for higher grade debt securities. Debt
securities rated below investment grade are deemed by these rating agencies to be
predominantly speculative with respect to the issuers’ capacity to pay interest and
repay principal and may involve major risk exposure to adverse conditions. Debt securities
rated lower than B may include securities that are in default or face the risk of default
with respect to principal or interest.
Ratings of debt securities represent the rating agencies’ opinions
regarding their quality, are not a guarantee of quality and may be reduced after a Fund has
acquired the security. The Investment Manager will consider such an event in determining
whether a Fund should continue to hold the security but is not required to dispose of it.
Credit ratings attempt to evaluate the safety of principal and interest payments and do not
evaluate the risks of fluctuations in market value. Also, rating agencies may fail to make
timely changes in credit ratings in response to subsequent events, so that an
issuer’s current financial condition may be better or worse than the rating
indicates. See Appendix A to this SAI on for further information regarding S&P’s
and Moody’s ratings.
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Lower rated debt securities generally offer a higher current yield than that
available from higher grade issues. However, lower rated securities involve higher risks,
in that they are especially subject to adverse changes in general economic conditions and
in the industries in which the issuers are engaged, to adverse changes in the financial
condition of the issuers, and to price fluctuations in response to changes in interest
rates. During periods of economic downturn or rising interest rates, highly leveraged
issuers may experience financial stress which could adversely affect their ability to make
payments of interest and principal and increase the possibility of default. In the past,
the prices of many lower rated debt securities have declined substantially, reflecting an
expectation that many issuers of such securities might experience financial difficulties.
As a result, the yields on lower rated debt securities rose dramatically, but such higher
yields did not reflect the value of the income stream that holders of such securities
expected, but rather the risk that holders of such securities could lose a substantial
portion of their value as a result of the issuers’ financial restructuring or
default. There can be no assurance that such declines in price will not recur. The market
for lower rated debt securities may be thinner and less active than that for higher quality
securities, which may limit a Fund’s ability to sell such securities at their fair
value in response to changes in the economy or the financial markets. Adverse publicity and
investor perceptions, whether or not based on fundamental analysis, may also decrease the
value and liquidity of lower rated securities, especially in a thinly traded
market.
Municipal Securities. Midas Fund and Special
Fund may invest without limit in municipal securities of varying maturities. The municipal
securities in which a Fund may invest include general obligation and revenue or special
obligation securities. General obligation securities are secured by an issuer’s
pledge of its full faith, credit, and unlimited taxing power for the payment of principal
and interest. Revenue or special obligations securities are payable only from the revenues
derived from a particular facility or class of facility or project or, in a few cases, from
the proceeds of a special excise or other tax. Municipal securities also include
“private activity bonds,” the interest income from which generally is an
item of tax preference for purpose of the federal alternative minimum tax. Even though
the interest from municipal securities may be exempt from federal income tax, dividends
paid by a Fund attributable to that interest will be fully taxable to Fund
shareholders.
Repurchase Agreements. Midas Fund and Special
Fund may enter into repurchase agreements. A repurchase agreement is an agreement under
which either U.S. government obligations or other high quality liquid debt securities are
acquired from a securities dealer or bank subject to resale at an agreed upon price and
date. The securities are held for a Fund by a custodian bank as collateral until resold and
will be supplemented by additional collateral if necessary to maintain a total value equal
to or in excess of the value of the repurchase agreement. A Fund bears a risk of loss in
the event that the other party to a repurchase agreement defaults on its obligations and a
Fund is delayed or prevented from exercising its rights to dispose of the collateral
securities, which may decline in value in the interim.
Repurchase agreements are usually for a term of one week or less, but may be
for longer periods. Repurchase agreements maturing in more than seven days may be
considered illiquid. A Fund will not enter into repurchase agreements of more than seven
days’ duration if more than 15% of its net assets would be invested in such
agreements and other illiquid investments. To the extent that proceeds from any sale upon a
default of the obligation to repurchase were less than the repurchase price, a Fund might
suffer a loss. If bankruptcy proceedings are commenced with respect to the seller of the
security, realization upon the collateral by a Fund could be delayed or limited.
Borrowing. Midas Fund, Special Fund, and Dollar
Reserves may borrow money to the extent permitted under the Investment Company Act of 1940,
as amended (“1940 Act”), which permits an investment company to borrow in an
amount up to 33 1/3% of the value of its total assets. Dollar Reserves however, will not
make any additional investments while borrowing exceeds 5% of the Fund’s total
assets. Each Fund may incur overdrafts at its custodian bank from time to time in
connection with redemptions and/or the purchase of portfolio securities. In lieu of paying
interest to the custodian bank, the Fund may maintain equivalent cash balances prior or
subsequent to incurring such overdrafts. If cash balances exceed such overdrafts, the
custodian bank may credit interest thereon against fees. The Funds are currently parties to
a secured line of credit. In the event that a Fund borrows money pursuant to the line of
credit, assets of the Fund will be pledged as collateral.
Securities Lending. Each Fund may lend up to
one third of its total assets to other parties. If a Fund engages in lending transactions,
it will enter into a securities lending authorization agreement with a lending agent which
will authorize such agent to act on behalf of the Fund with respect to the lending of
certain securities of the Fund. Such agreement will require that the loans be continuously
secured by cash, U.S. Government Securities (or any combination of cash and such
securities) or irrevocable bank letters of credit issued by a person other than the
borrower as collateral equal at all times to at least the market value of the assets lent.
There are risks to the Fund of delay in receiving additional collateral and risks of delay
in recovery of, and failure to recover, the assets lent should the borrower fail
financially or otherwise violate the terms of the lending agreement. Loans will be made
only to borrowers deemed by the lending agent to be of good standing and when, in the
Investment Manager’s judgment, the consideration which can be earned currently from
such lending transactions justifies the attendant risk. Any loan made by a Fund will
provide that it may be terminated by either party upon reasonable notice to the other
party.
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Short Sales. Midas Fund and Special Fund may
engage in short sales transactions under which a Fund sells a security it does not own. To
complete such a transaction, a Fund must borrow the security to make delivery to the buyer.
A Fund then is obligated to replace the security borrowed by purchasing the security at the
market price at the time of replacement. The price at such time may be more or less than
the price at which the security was sold by a Fund. Until the security is replaced, the
Fund is required to pay to the lender amounts equal to any dividends or interest which
accrue during the period of the loan. To borrow the security, a Fund also may be required
to pay a premium, which would increase the cost of the security sold. The proceeds of the
short sale will be retained by the broker, to the extent necessary to meet the margin
requirements, or by the Fund’s custodian until the short position is closed out.
Until the Fund closes its short position or replaces the borrowed security, a Fund will:
(a) segregate cash or liquid securities at such a level that the segregated amount plus the
amount deposited with the broker as collateral (i) will equal the current value of the
security sold short and (ii) will not be less than the market value of the security at the
time the security was sold short; or (b) otherwise cover the Fund’s short position.
Each Fund may sell short up to 100% of its total assets.
Concentration. Midas Fund concentrates its
investments by investing at least 25% of its total assets in securities of companies
primarily involved, directly or indirectly, in the business of mining, processing,
fabricating, distributing or otherwise dealing in gold, silver, platinum or other natural
resources (“Natural Resources Companies”). As such, Midas Fund is subject to
industry concentration risk, which is the risk that the Fund’s performance can be
significantly affected by the developments in the Natural Resource industry.
Gold Bullion and Other Precious Metals. Midas
Fund is subject to the special risks associated with investing in gold bullion and other
precious metals, including (i) the price of gold or other precious metals may be subject to
wide fluctuation; (ii) the market for gold or other precious metals is relatively limited;
(iii) the sources of gold or other precious metals are concentrated in countries that have
the potential for instability; and (iv) the market for gold and other precious metals is
unregulated.
Gold bullion and other precious metals have at times been subject to
substantial price fluctuations over short periods of time and may be affected by
unpredictable monetary and political policies such as currency devaluations or
revaluations, economic and social conditions within a country, trade imbalances, or trade
or currency restrictions between countries. The prices of gold bullion and other precious
metals, however, are less subject to local and company specific factors than securities of
individual companies. As a result, gold bullion and other precious metals may be more or
less volatile in price than securities of companies engaged in precious metals related
businesses. Investments in gold bullion and other precious metals can present concerns such
as delivery, storage, and maintenance, possible illiquidity, and the unavailability of
accurate market valuations. The Fund may incur higher custody and transaction costs for
gold bullion and other precious metals than for securities. Also, gold bullion and other
precious metals investments do not pay income.
The majority of producers of gold bullion and other precious metals are
domiciled in a limited number of countries. Economic and political conditions in those
countries may have a direct effect on the production and marketing of gold and on sales of
central bank gold holdings.
The Fund is also subject to the risk that it would fail to qualify as a
"regulated investment company" under the Internal Revenue Code of 1986, as amended
("Code")("RIC") if it derives more than 10% of its gross income from investment in
gold bullion or other precious metals. Failure to qualify as a RIC would result in
adverse tax consequences to the Fund and its shareholders. In order to ensure that it
qualifies as a RIC, the Fund may be required to make investment decisions that are less
than optimal or forego the opportunity to realize gains.
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Illiquid Assets. No Fund may purchase or
otherwise acquire any security or invest in a repurchase agreement if, as a result, more
than 15% (10% for Dollar Reserves) of its net assets would be invested in illiquid assets,
including repurchase agreements not entitling the holder to payment of principal within
seven days. The term “illiquid assets” for this purpose includes securities
that cannot be disposed of within seven days in the ordinary course of business at
approximately the amount at which a Fund has valued the securities.
Illiquid restricted securities may be sold by a Fund only in privately
negotiated transactions or in a public offering with respect to which a registration
statement is in effect under the Securities Act of 1933, as amended (“1933
Act”). Such securities include those that are subject to restrictions contained in
the securities laws of other countries. Where registration is required, a Fund may be
obligated to pay all or part of the registration expenses and a considerable period may
elapse between the time of the decision to sell and the time the Fund may be permitted to
sell a security under an effective registration statement. If, during such a period,
adverse market conditions were to develop, a Fund might obtain a less favorable price than
prevailed when it decided to sell. Securities that are freely marketable in the country
where they are principally traded, but would not be freely marketable in the U.S., are not
included within the meaning of the term “illiquid assets.”
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In recent years a large institutional market has developed for certain
securities that are not registered under the 1933 Act, including private placements,
repurchase agreements, commercial paper, foreign securities, municipal securities, and
corporate bonds and notes. Certain of these instruments (excluding municipal securities)
are often restricted securities because the securities are either themselves exempt from
registration or sold in transactions not requiring registration. Institutional investors
generally will not seek to sell these instruments to the general public, but instead will
often depend either on an efficient institutional market in which such unregistered
securities can be readily resold or on an issuer’s ability to honor a demand for
repayment. Therefore, the fact that there are contractual or legal restrictions on resale
to the general public or certain institutions is not dispositive of the liquidity of such
investments.
Rule 144A under the 1933 Act establishes a “safe harbor” from
the registration requirements of the 1933 Act for resales of certain securities to
qualified institutional buyers. Institutional restricted securities markets may provide
both readily ascertainable values for restricted securities and the ability to liquidate an
investment in order to satisfy share redemption orders on a timely basis. Such markets
might include automated systems for the trading, clearance and settlement of unregistered
securities of domestic and foreign issuers. An insufficient number of qualified buyers
interested in purchasing certain restricted securities held by a Fund, however, could
affect adversely the marketability of such portfolio securities, and the Fund might be
unable to dispose of such securities promptly or at favorable prices.
The Funds’ Boards of Directors (“Boards”) have delegated
the function of making day-to-day determinations of liquidity to the Investment Manager
pursuant to guidelines approved by the Boards. The Investment Manager takes into account a
number of factors in reaching liquidity determinations, including (1) the frequency of
trades and quotes for the security, (2) the number of dealers willing to purchase or sell
the security and the number of other potential purchasers, (3) dealer undertakings to make
a market in the security, and (4) the nature of the security and the nature of the
marketplace trades (e.g., the time
needed to dispose of the security, the method of soliciting offers and the mechanics of
transfer). The Investment Manager monitors the liquidity of restricted securities in a
Fund’s portfolio and reports periodically on liquidity determinations to the
Boards.
Temporary Defensive Positions. Each of Midas
Fund and Special Fund may, from time to time, under adverse market conditions take
temporary defensive positions and invest some or all of their assets in cash and cash
equivalents, money market securities of U.S. and foreign issuers, short term bonds,
repurchase agreements, and convertible bonds.
INVESTMENT
RESTRICTIONS
Each Fund has adopted the following fundamental investment restrictions that
may not be changed without the approval of the lesser of (a) 67% or more of the voting
securities of a Fund present at a meeting if the holders of more than 50% of the
outstanding voting securities of a Fund are present or represented by proxy or (b) more
than 50% of the outstanding voting securities of a Fund. Except for the percentage
limitations referred to below with respect to borrowing, if a percentage restriction is
adhered to at the time an investment is made, a later change in percentage resulting from a
change in value or assets will not constitute a violation of that restriction.
Midas Fund
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1.
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Borrow money, except to the extent permitted by the 1940
Act;
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2.
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Engage in the business of underwriting the securities of other
issuers, except to the extent that the Fund may be deemed to be an underwriter
under the federal securities laws in connection with the disposition of the
Fund’s authorized investments;
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3.
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Purchase or sell real estate, provided that the Fund may invest
in securities (excluding limited partnership interests) secured by real estate
or interests therein or issued by companies which invest in real estate or
interests therein;
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4.
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Purchase or sell physical commodities (other than precious
metals), although it may enter into (a) commodity and other futures contracts
and options thereon, (b) options on commodities, including foreign currencies
and precious metals, (c) forward contracts on commodities, including foreign
currencies and precious metals, and (d) other financial contracts or derivative
instruments;
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5.
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Lend its assets, provided however, that the following are not
prohibited: (a) the making of time or demand deposits with banks, (b) the
purchase of debt securities such as bonds, debentures, commercial paper,
repurchase agreements and short term obligations in accordance with the
Fund’s investment objectives and policies, and (c) engaging in
securities, precious metals, and other asset loan transactions to the extent
permitted by the 1940 Act;
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6.
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Issue senior securities as defined in the 1940 Act. The
following will not be deemed to be senior securities prohibited by this
provision: (a) evidences of indebtedness that the Fund is permitted to incur,
(b) the issuance of additional series or classes of securities that the Board
of Directors may establish, (c) the Fund’s futures, options, and forward
transactions, and (d) to the extent consistent with the 1940 Act and applicable
rules and policies adopted by the Securities and Exchange Commission
(“SEC”), (i) the establishment or use of a margin account with a
broker for the purpose of effecting securities transactions on margin and (ii)
short sales; or
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7.
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Purchase any securities, other than obligations of the U.S.
Government or its agencies or instrumentalities, if, immediately after such
purchase, more than 25% of the value of the Fund’s total assets would be
invested in the securities of issuers in the same industry, except that the
Fund will, under normal circumstances, invest more than 25% of the value of its
total assets in securities of Natural Resources Companies.
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Special Fund
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1.
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Issue senior securities as defined in the 1940 Act. The
following will not be deemed to be senior securities for this purpose: (a)
evidences of indebtedness that the Fund is permitted to incur, (b) the issuance
of additional series or classes of securities that the Board of Directors may
establish, (c) the Fund’s futures, options, and forward currency
transactions, and (d) to the extent consistent with the 1940 Act and applicable
rules and policies adopted by the SEC, (i) the establishment or use of a margin
account with a broker for the purpose of effecting securities transactions on
margin and (ii) short sales;
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2.
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Lend its assets, provided however, that the following are not
prohibited: (a) the making of time or demand deposits with banks, (b) the
purchase of debt securities such as bonds, debentures, commercial paper,
repurchase agreements and short term obligations in accordance with the
Fund’s investment objective and policies and (c) engaging in securities
and other asset loan transactions limited to one third of the Fund’s
total assets;
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3.
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Underwrite the securities of other issuers, except to the extent
that the Fund may be deemed to be an underwriter under the federal securities
laws in connection with the disposition of the Fund’s authorized
investments;
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4.
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Borrow money, except to the extent permitted by the 1940
Act;
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5.
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Purchase or sell commodities or commodity futures contracts,
although it may enter into (i) financial and foreign currency futures contracts
and options thereon, (ii) options on foreign currencies, and (iii) forward
contracts on foreign currencies;
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6.
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Purchase or sell real estate, provided that the Fund may invest
in securities (excluding limited partnership interests) secured by real estate
or interests therein or issued by companies which invest in real estate or
interests therein; or
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7.
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Purchase any securities, other than obligations of the U.S.
Government or its agencies or instrumentalities, if, immediately after such
purchase, more than 25% of the value of the Fund’s total assets would be
invested in the securities of issuers in the same industry.
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Dollar Reserves
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1.
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Purchase the securities of any one issuer if, as a result, more
than 5% of the Fund’s total assets would be invested in the securities of
such issuer, or the Fund would own or hold 10% or more of the outstanding
voting securities of that issuer, except that up to 25% of the Fund’s
total assets may be invested without regard to these limitations and provided
that these limitations do not apply to securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities;
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2.
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Issue senior securities as defined in the 1940 Act. The
following will not be deemed to be senior securities for this purpose: (a)
evidence of indebtedness that the Fund is permitted to incur, (b) the issuance
of additional series or classes of securities that the Board of Directors may
establish, (c) the Fund futures, options, and forward currency transactions,
and (d) to the extent consistent with the 1940 Act and applicable rules and
policies adopted by the SEC, (i) the establishment or use of a margin account
with a broker for the purpose of effecting securities transactions on margin
and (ii) short sales;
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3.
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Lend its assets, provided, however, that the following are not
prohibited: (a) the making of time or demand deposits with banks, (b) the
purchase of debt securities such as bonds, debentures, commercial paper,
repurchase agreements and short term obligations in accordance with the
Fund’s investment objective and policies and (c) engaging in securities
and other asset loan transactions limited to one third of the Fund’s
total assets;
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9
Table of Contents
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4.
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Underwrite the securities of other issuers, except to the extent
that the Fund may be deemed to be an underwriter under the federal securities
laws in connection with the disposition of the Fund’s authorized
investments;
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5.
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Borrow money, except to the extent permitted by the 1940
Act;
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6.
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Purchase or sell commodities or commodity futures contracts,
although it may enter into (i) financial and foreign currency futures contracts
and options thereon, (ii) options on foreign currencies, and (iii) forward
contracts on foreign currencies;
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7.
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Purchase or sell real estate, provided that the Fund may invest
in securities (excluding limited partnership interests) secured by real estate
or interests therein or issued by companies which invest in real estate or
interests therein; or
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8.
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Purchase any securities, other than obligations of domestic
branches of U.S. or foreign banks, or the U.S. Government or its agencies or
instrumentalities, if, immediately after such purchase, more than 25% of the
value of the Fund’s total assets would be invested in the securities of
issuers in the same industry.
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For the purposes of Item 8, the Fund does not currently intend to invest up
to 25% of its assets in obligations of domestic branches of U.S. or foreign banks. The
Fund, notwithstanding any other investment policy or restrictions (whether or not
fundamental), may, as a matter of fundamental policy, invest all of its assets in the
securities or beneficial interests of a single pooled investment fund having substantially
the same investment objective, policies and restrictions as the Fund.
Each Board has established the following non-fundamental investment limitations that may be
changed by the respective Board without shareholder approval:
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Midas Fund and Special Fund
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1.
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Invest up to 15% of the value of its net assets in illiquid
securities, including repurchase agreements providing for settlement in more
than seven days after notice;
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2.
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Purchase securities issued by other investment companies to the
extent permitted under the 1940 Act; and
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3.
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Pledge, mortgage, hypothecate or otherwise encumber its assets
to the extent permitted under the 1940 Act.
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1.
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May not purchase the securities of any one issuer if as a result
more than 5% of its total assets would be invested in the securities of such
issuer, provided that this limitation does not apply to securities issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities;
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2.
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May not borrow money, except from a bank for temporary or
emergency purposes (not for leveraging or investment), provided however, that
such borrowing does not exceed an amount equal to one third of the total value
of its assets taken at market value, less liabilities other than the borrowing.
The Fund may not purchase securities for investment while any bank borrowing
equaling 5% or more of its total assets is outstanding. If at any time the
Fund’s borrowing exceeds the borrowing permitted by the 1940 Act, such
borrowing will be promptly (within three days, not including Sundays and
holidays) reduced to the extent necessary to comply with this
limitation;
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