SEC Company Response from BLUE & WHITE FUNDS TRUST (CIK 0001176357) — Mar 28, 2005
BLUE & WHITE FUNDS TRUST (CIK 0001176357)
Date: March 28, 2005 · CIK: 0001176357 · Accession: 0001144204-05-008893
AI Filing Summary & Sentiment
File numbers found in text: 811-21143
Letter
11 January 2005 Via Email & EDGAR Christina L. Delano Accountant Securities and Exchange Commission Washington D.C. 20549 RE: Blue & White Fund//File Number: 811-21143
Dear Ms. Delano,
Thank you for your letter of November 12, 2004, for which this letter serves as a response thereto.
On October 29, 2004, the Blue and White Fund filed a Notification of Late Filing, Form 12b-25, notifying the Securities and Exchange Commission of a late filing in relation to the Certified Shareholders Report ("N-CSR") for the fiscal period ending August 31, 2004. The reason for the late filing, as stated in the Form 12b-25 was that the auditors needed additional information in order to complete the audit and issue their report. However, in support of the Form 12b-25, the filer failed to attach, as an exhibit to Form 12b-25 (and as required by subrule (c)), a statement signed by the auditors stating the specific reasons why the audit could not be completed.
Because Form 12b-25 did not include the required Exhibit, the Securities and Exchange Commission (through Ms. Delano and the letter of November 12) rejected the Form 12b-25 filing.
Thereafter, in working to obtain the required Form 12b-25 Exhibit (to complete the Form 12b-25 filing), I spoke with Deloitte Touche, LLP, the Fund's Auditors, to inquire as to the specific reasons why the N-CSR could not be filed timely. In response, I was informed that the Auditors were not able to complete the Audit because they did not have complete financial information from the Fund. As a result, the Auditors believed that submission of a signed statement (i.e, the Form 12b-25 Exhibit) stating the specific reasons underlying the inability to certify the Shareholders Report (and Financials thereto) was not appropriate since the Auditors had not received what they believed to be complete financial information from the Fund.
However, according to the Fund Advisor and the Fund Administrator, the financial information for the Fund was complete and provided to the Auditors; noting however, that there existed a bona fide dispute with a third party (U.S. Bancorp) dating back to the change in Fund
www.inpacta.com <PAGE>
Administrators (from U.S. Bancorp to InCap) and transfer of Fund Assets from U.S. Bancorp to InCap. This dispute involved approximately $46,000.00.
Because the disputed $46,000.00 involves principles of accounting methodology intertwined with federal securities law, until the $46,000.00 was paid, Deloitte Touche, LLP, believed that it could not complete the financial audit and certify the Fund's Financial Report, and hence the (un-audited) financials themselves were not complete.
The $46,000.00 has since been paid (under dispute and reservation of rights). The payment has been made in order to facilitate the filing of the N-CSR (and to obtain the Auditor's certification).
Because the N-CSR has now been filed, the necessity of the originally filed 12b-25 has been superceded to the extent of the 12b-25's continuing applicability. However, to account for the previous period of tardiness, I believe it to be appropriate to re-file an amended 12b-25. This would then dispose of the first inquiry of the SEC.
The Securities and Exchange Commission also inquired as to the date that the Annual Report would be mailed to the Shareholders. We expect the Report to be mailed to Shareholders no later than Friday, January 21, 2005. The Report could not be mailed earlier due to the reasons cited above, which delayed the filing of the N-CSR.
Because the Blue and White Investment Management Limited Liability Company ("the Adviser") is new to the realm of managed investments, is for the very first time acting as an Adviser to a mutual fund, and because this company, and its parent Eplboim Poutre Company, is a small business entity, there are limited resources and experience in the realms of SEC Filings and Compliance. While the Securities law does not intend to impose limitations or restrictions on the entry of small businesses desiring to engage in the management of mutual funds, in practice, the effect is often to impose such restrictions on entry due to the great cost in ensuring compliance. But, we also recognize that the SEC has taken steps to accommodate small businesses so that there is a balance between the need to provide the public with the knowledge and disclosure that it requires, while at the same imposing some reasonable cap on the cost that is a necessary by-product of ensuring disclosure (and financial reporting/securities law compliance).
Notwithstanding, to remedy the previous round of late filings, and after having numerous discussions with the Board of Directors and the Fund's Board of Trustees (centering on these very issues), the Adviser decided to hire the law firm of In Pacta PLLC to assist it in ensuring Securities Law compliance and to help manage its day to day Advisory compliance issues. Thus, while the Adviser acknowledges that it has, in the past, been late in filing the required public disclosure and financial documentation, it does not believe that this trend will continue as the Adviser and its support team, including InCap (the Fund Administrator) and In Pacta PLLC (the Attorneys for the Fund), pledge to work to ensure that future filings are timely and that there is ongoing compliance.
www.inpacta.com <PAGE>
Very Truly Yours,
Noah Davis
Attorney for the Blue and White Fund Trust
Show Raw Text
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<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>v015058_corr.txt
<TEXT>
IN PACTA PLLC IN PACTA PLLC
IN PACTA
LAWYERS
a professional limited liability company
MAILING:
PO BOX 2042 1006 TURNER WAY E
SEATTLE WA 98111 SEATTLE WA 98112
Noah Davis Ph: 206-709-8281
nd@inpacta.com Fax: 206-860-0178
11 January 2005
Via Email & EDGAR
Christina L. Delano
Accountant
Securities and Exchange Commission
Washington D.C. 20549
RE: Blue & White Fund//File Number: 811-21143
Dear Ms. Delano,
Thank you for your letter of November 12, 2004, for which this letter serves as
a response thereto.
On October 29, 2004, the Blue and White Fund filed a Notification of Late
Filing, Form 12b-25, notifying the Securities and Exchange Commission of a late
filing in relation to the Certified Shareholders Report ("N-CSR") for the fiscal
period ending August 31, 2004. The reason for the late filing, as stated in the
Form 12b-25 was that the auditors needed additional information in order to
complete the audit and issue their report. However, in support of the Form
12b-25, the filer failed to attach, as an exhibit to Form 12b-25 (and as
required by subrule (c)), a statement signed by the auditors stating the
specific reasons why the audit could not be completed.
Because Form 12b-25 did not include the required Exhibit, the Securities and
Exchange Commission (through Ms. Delano and the letter of November 12) rejected
the Form 12b-25 filing.
Thereafter, in working to obtain the required Form 12b-25 Exhibit (to complete
the Form 12b-25 filing), I spoke with Deloitte Touche, LLP, the Fund's Auditors,
to inquire as to the specific reasons why the N-CSR could not be filed timely.
In response, I was informed that the Auditors were not able to complete the
Audit because they did not have complete financial information from the Fund. As
a result, the Auditors believed that submission of a signed statement (i.e, the
Form 12b-25 Exhibit) stating the specific reasons underlying the inability to
certify the Shareholders Report (and Financials thereto) was not appropriate
since the Auditors had not received what they believed to be complete financial
information from the Fund.
However, according to the Fund Advisor and the Fund Administrator, the financial
information for the Fund was complete and provided to the Auditors; noting
however, that there existed a bona fide dispute with a third party (U.S.
Bancorp) dating back to the change in Fund
www.inpacta.com
1
<PAGE>
Administrators (from U.S. Bancorp to InCap) and transfer of Fund Assets from
U.S. Bancorp to InCap. This dispute involved approximately $46,000.00.
Because the disputed $46,000.00 involves principles of accounting methodology
intertwined with federal securities law, until the $46,000.00 was paid, Deloitte
Touche, LLP, believed that it could not complete the financial audit and certify
the Fund's Financial Report, and hence the (un-audited) financials themselves
were not complete.
The $46,000.00 has since been paid (under dispute and reservation of rights).
The payment has been made in order to facilitate the filing of the N-CSR (and to
obtain the Auditor's certification).
Because the N-CSR has now been filed, the necessity of the originally filed
12b-25 has been superceded to the extent of the 12b-25's continuing
applicability. However, to account for the previous period of tardiness, I
believe it to be appropriate to re-file an amended 12b-25. This would then
dispose of the first inquiry of the SEC.
The Securities and Exchange Commission also inquired as to the date that the
Annual Report would be mailed to the Shareholders. We expect the Report to be
mailed to Shareholders no later than Friday, January 21, 2005. The Report could
not be mailed earlier due to the reasons cited above, which delayed the filing
of the N-CSR.
Because the Blue and White Investment Management Limited Liability Company ("the
Adviser") is new to the realm of managed investments, is for the very first time
acting as an Adviser to a mutual fund, and because this company, and its parent
Eplboim Poutre Company, is a small business entity, there are limited resources
and experience in the realms of SEC Filings and Compliance. While the Securities
law does not intend to impose limitations or restrictions on the entry of small
businesses desiring to engage in the management of mutual funds, in practice,
the effect is often to impose such restrictions on entry due to the great cost
in ensuring compliance. But, we also recognize that the SEC has taken steps to
accommodate small businesses so that there is a balance between the need to
provide the public with the knowledge and disclosure that it requires, while at
the same imposing some reasonable cap on the cost that is a necessary by-product
of ensuring disclosure (and financial reporting/securities law compliance).
Notwithstanding, to remedy the previous round of late filings, and after having
numerous discussions with the Board of Directors and the Fund's Board of
Trustees (centering on these very issues), the Adviser decided to hire the law
firm of In Pacta PLLC to assist it in ensuring Securities Law compliance and to
help manage its day to day Advisory compliance issues. Thus, while the Adviser
acknowledges that it has, in the past, been late in filing the required public
disclosure and financial documentation, it does not believe that this trend will
continue as the Adviser and its support team, including InCap (the Fund
Administrator) and In Pacta PLLC (the Attorneys for the Fund), pledge to work to
ensure that future filings are timely and that there is ongoing compliance.
www.inpacta.com
2
<PAGE>
Very Truly Yours,
Noah Davis
Attorney for the Blue and White Fund Trust
cc Michael Poutre
Blue and White Funds Trust
8383 Wilshire Blvd Suite 100
Beverly Hills CA 90211
Dave Ganley, Larry Beaver
InCap Group Incorporated
630 Fitzwatertown Road "A"
Willow Grove PA 19090
www.inpacta.com
3
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