STATEMENT OF ADDITIONAL INFORMATION



PRASAD GROWTH FUND

8000 Town Center Drive

Suite 400

Broadview Heights, Ohio 44147

(877) 772-7231



Prasad Growth Fund (the “Fund”) is a non-diversified portfolio of Prasad Series Trust (the “Trust”) an open-end management investment company. This Statement of Additional Information is not a prospectus. It contains additional information about the Fund and supplements information in the Prospectus dated July 28, 2009. It should be read together with the Prospectus. You can obtain a copy of the Fund’s Prospectus by writing to the Fund’s Transfer Agent at 8000 Town Center Drive, Suite 400, Broadview Heights, Ohio 44147 or by calling the Transfer Agent at the toll-free number shown above.


The date of this Statement of Additional Information is July 28, 2009.





{320804:12}



TABLE OF CONTENTS



CAPTION

PAGE



Fund History

3

Investments and Risks

3

Management of the Fund

7

Ownership of Shares

9

Investment Advisory and Other Services

10

Brokerage Allocation

12

Capital Stock and Other Securities

12

Purchase, Redemption and Pricing of Shares

12

Taxation of Fund

13

Performance

13

Proxy Voting Policy

13

Financial Statements

14






{320804:12}



FUND HISTORY


The Trust was organized as a business trust under the laws of the State of Delaware pursuant to an Agreement and Declaration of Trust dated July 31, 1998.



INVESTMENTS AND RISKS


Classification


The Fund is a non-diversified portfolio of the Trust, which is an open-end management investment company.


Investment Strategies and Risks


The Fund has an investment objective of obtaining capital appreciation.  The principal investment strategies used by the Fund to pursue this objective, together with the principal risks of investing in the Fund, are described in the Prospectus under the heading “Risk/Return Summary.”


Described below are (i) certain other investment strategies (including strategies to invest in particular types of securities) which are not principal strategies and (ii) the risks of those strategies:


Options.  The Fund may invest up to 5% of its assets in put and call options which trade on securities exchanges.  Such options may be on individual securities or on indexes.  A put option gives the Fund, in return for the payment of a premium, the right to sell the underlying security or index to another party at a fixed price.  If the market value of the underlying security or index declines, the value of the put option would be expected to rise.  If the market value of the underlying security or index remains the same or rises, however, the put option could lose all of its value, resulting in a loss to the Fund.


A call option gives the Fund, in return for the payment of a premium, the right to purchase the underlying security or index from another party at a fixed price.  If the market value of the underlying security or index rises, the value of the call option would also be expected to rise.  If the market value of the underlying security or index remains the same or declines, however, the call option could lose all of its value, resulting in a loss to the Fund.


Warrants.  The Fund may invest up to 5% of its net assets in warrants, which are options to purchase a specified security at a specified price (usually representing a premium over the applicable market value of the underlying equity security at the time of the warrant’s issuance) and usually during a specified period of time.  If the market value of the underlying security remains the same or declines, the warrant could lose all of its value, resulting in a loss to the Fund.


Futures Contracts.  For the purpose of hedging the Fund’s investment in equity securities or its cash position, the Fund may invest up to 5% of its net assets in futures contracts for the purchase or sale of specific securities or stock indexes.  A futures contract is an agreement between two parties to buy and sell a security or an index for a set price on a future date.  Futures are generally bought and sold on commodity exchanges.


There are several risks in connection with the use of futures contracts.  In the event of an imperfect correlation between the futures contract and the portfolio position that is intended to be protected, the desired protection may not be obtained and the fund may be exposed to risk of loss.  Further, unanticipated changes in interest rates or stock price movements may result in a poorer overall performance for the Fund than if it had not entered into futures contracts on debt securities or stock indexes.


In addition, the market price of futures contracts may be affected by certain factors.  First, all participants in the futures market are subject to margin deposit and maintenance requirements.  Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions that could distort the normal relationship between the securities and futures markets.  Second, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market.  Therefore, increased participation by speculators in the futures market may also cause temporary price distortions.


Finally, positions in futures contracts may be closed out only on an exchange or board of trade that provides a secondary market for such futures.  There is no assurance that a liquid secondary market on an exchange or board of trade will exist at any particular time.


Short Sales.  The Fund may seek to realize additional gains through short sale transactions in securities listed on one or more national securities exchanges or on NASDAQ.  Short selling involves the sale of borrowed securities.  At the time a short sale is effected, the Fund incurs an obligation to replace the security borrowed at whatever its price may be at the time the Fund purchases it for delivery to the lender.


Since short selling can result in profits when stock prices generally decline, the Fund in this manner can, to a certain extent, hedge the market risk to the value of its other investments and protect its equity in a declining market.  However, the Fund could, at any given time, suffer both a loss on the purchase or retention of one security if that security should decline in value, and a loss on a short sale of another security, if the security sold short should increase in value.  When a short position is closed out, it may result in a short term capital gain or loss for federal income tax purposes.  Moreover, to the extent that in a generally rising market the Fund maintains short positions in securities rising with the market, the net asset value of the Fund would be expected to increase to a lesser extent that the net asset value of a mutual fund that does not engage in short sales.


No short sales will be effected which will, at the time of making such short sale transaction and giving effect thereto, cause the aggregate market value of all securities sold short to exceed 25% of the value of the Fund’s net assets.  The value of the securities of any one issuer that have been shorted by the Fund is limited to the lesser of 2% of the value of the Fund’ net assets or 2% of the securities of any class of the issuer.  In addition, to secure the Fund’s obligation to replace any borrowed security, it will place in a segregated account, an amount of cash or U.S. Government securities equal to the difference between the market value of the securities sold short at the time of the short sale and any cash or U.S. Government securities originally deposited with the broker in connection with the short sale (excluding the proceeds of the short sale).  The Fund will thereafter maintain daily the segregated amount at such a level that the amount deposited in it plus the amount originally deposited with the broker as collateral will equal the greater of the current market value of the securities sold short or the market value of the securities at the time they were sold short.  The Fund may make short sales “against the box”, i.e., sales made when the Fund owns securities identical to those sold short.


Closed-End Funds  The Fund may also invest up to 10% of its assets in shares of closed-end investment companies (also known as “closed-end funds”) having portfolios consisting primarily of equity securities.   The Fund may not invest more than 5% of its assets in any one closed-end fund. Closed-End Fund shares may be bought and sold at any time during market hours.  In general, they have minimal marketing expenses and low turnover and thus have relatively low expense ratios.


Exchange Traded Funds. The Fund may also invest up to 100% of its assets in the shares of Exchange Traded Funds (ETFs). ETFs are baskets of securities that are traded like individual stocks on stock exchanges. In April of 2009 there are over 700 ETFs representing over 36 industry groups and over 42 countries investing via American Depository Receipts (ADRs). Many of the ETFs are highly liquid and so have low bid/ask spreads. ETFs do not charge loads or 12-b1 fees. ETFs are priced continuously through the trading day and so we know precisely what the shares cost us and we can buy and sell them instantly at any time of the day. Variety of  ETFs are available like leveraged and inverse. They have low expense ratios. ETFs spread the risk over a basket of stocks.


An equity index ETF seeks to replicate the performance of a particular market index for example S & P 500 or NASDAQ 100 .  Investors who wish to buy or sell ETF shares trade them on exchange like American Stock Exchange, a process similar to buying and selling of any other listed stock. The price of an ETF typically resembles but is independent of the net asset value of the fund. ETFs seek to track the performance of specific industry sectors or broad market indexes by investing primarily in the constituent equity securities of those indexes.


ETFs offer investors an opportunity to invest in different sectors such as banks, energy, healthcare, telecommunication, utility, etc. In addition, country specific ETFs create an opportunity for investors to invest in securities issued by companies located in specific countries.


Holding Company Depository Receipts (HOLDRs) represent beneficiary ownership in a fixed basket of stocks that are held in a corresponding grantor trust. HOLDRs can be purchased and sold in increments of 100 shares on the American Stock Exchange like any other listed stocks. Each HOLDR is composed initially of twenty stocks chosen by Merrill Lynch & Co, the fund sponsor.


Equity closed-end growth ETFs invest in common and preferred stocks of domestic or international companies.  These funds may emphasize current income,  capital appreciation or a combination of the two. These funds may build portfolios that consist of stocks issued by a broad range of companies, diversified across the industries, geographies and economic sectors, or they can focus on specific investment styles such as large-cap, small-cap, growth or value. Some of these funds may leverage their assets through the issuance of preferred stock, or hedge their portfolio through the use of options and futures.  International funds focus primarily on investments in developed nations, while emerging market funds focus primarily on investments in developing nations.


Risks of Closed-End Funds and ETFs.  The price of a closed-end fund or ETF can fluctuate within a wide range, and the Fund could lose money investing in a closed-end fund or ETF if the prices of the securities owned by the closed-end fund or ETF go down.  In addition, (1) the market price of the shares of the closed-end fund or ETF may trade at a discount to their net asset value; (2) an active trading market for the shares of the closed-end fund or ETF may not develop or be maintained; or (3) trading of the shares of the closed-end fund or ETF may be halted if the listing exchange’s officials deems such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally.  In addition, the closed-end funds or ETFs in which the Fund invests may have substantial investments in foreign securities, which can involve additional risks relating to political, economic or regulatory conditions in foreign countries.  These risks include fluctuations in foreign currencies; withholding or other taxes; trading, settlement, custodial and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets.  All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments.  In addition, foreign markets can perform differently than the U.S. market.  If these factors cause the net asset values of the closed-end funds or ETFs to decline, the Fund’s share price will decline.


Leveraged ETFs are funds in which the returns of the fund are double or more of the underlying index. For example, if an ETF is up 10% in a given year, then the leveraged ETF for the same index will be 20% or more depending on the particular ETF bought. At the same time leverage can work against the FUND if the particular index goes in the opposite direction making the risk higher than one to one. Inverse ETFs are funds that move in the opposite direction of the underlying index. So if the FUND buys inverse S & P 500 index fund and if S & P 500 index goes down, the inverse ETF will go up resulting in profit. On the other hand if S & P 500 goes up, the inverse ETF will go down resulting in loss. Brokerage fees have to be paid for buying and selling ETFs and Closed-End Funds.


Fund Policies


The Fund has adopted the following fundamental investment policies and restrictions.  These policies cannot be changed without approval by the holders of a majority of the outstanding voting securities of the Fund.  As defined in the Act, the “vote of a majority of the outstanding voting securities” of the Fund means the lesser of the vote of (a) 67% of the shares of the Fund at a meeting where more than 50% of the outstanding shares are present in person or by proxy or (b) more than 50% of the outstanding shares of the Fund.  Except as set forth in the Prospectus or this Statement of Additional Information, the Fund may not:


1.

Invest more than 25% of the value of such Fund’s total assets in securities of companies in a particular industry (except obligations issued or guaranteed by the United States Government, its agencies and instrumentalities).


2.

Purchase the securities of any issuer if, as a result, more than 10% of the value of the Fund’s net assets would be invested in securities that are not readily marketable.


3.

With respect to 50% of the total assets of the Fund, purchase a security of any issuer (other than cash, money market mutual funds and obligations issued or guaranteed by the United States Government, its agencies and instrumentalities) if such purchase would cause the Fund’s holdings of that issuer to amount to more than 5% of the Fund’s total assets.


4.

Invest more than 25% of the value of its assets in a single issuer (except obligations issued or guaranteed by the United States Government, its agencies and instrumentalities).


5.

Invest in securities of other registered investment companies, except by purchase in the open market involving only customary brokerage commissions, or except as part of a merger, consolidation, reorganization or acquisition.


6.

Invest in securities of any registered closed-end investment company, if immediately after such purchase or acquisition such Fund would own more than 1% of the total outstanding voting stock of such closed-end company.


7.

Invest more than 10% of the Fund’s net assets in securities for which market quotations are not readily available and repurchase agreements maturing in more than seven days.


8.

Lend money or securities, provided that the making of interest-bearing demand deposits with banks and the purchase of debt securities in accordance with its objective and policies are not prohibited.


9.

Borrow money except for temporary or emergency purposes from banks (but not for the purpose of purchase of investments) and then only in an amount not to exceed 5% of the Fund’s net assets; or pledge the Fund’s securities or receivables or transfer or assign or otherwise encumber them in an amount exceeding the amount of the borrowings secured thereby.


10.

Make short sales of securities, or purchase any securities on margin except to obtain such short-term credits as may be necessary for the clearance of transactions.


11.

Write (sell) put or call options, combinations thereof or similar options; nor may it purchase put or call options if more than 5% of the Fund’s net assets would be invested in premiums on put and call options, combinations thereof or similar options.


12.

Purchase or retain the securities of any issuer if any of the officers or Trustees of the Fund or its investment adviser owns beneficially more than 1/2 of 1% of the securities of such issuer and together own more than 5% of the securities of such issuer.


13.

Invest for the purpose of exercising control or management of another issuer.


14.

Invest in commodities or commodity futures contracts or in real estate, although it may invest in securities which are secured by real estate and securities of issuers which invest or deal in real estate.


15.

Invest in interests in oil, gas or other mineral exploration or development programs, although it may invest in the securities of issuers which invest in or sponsor such programs.


16.

Underwrite securities issued by others except to the extent the Fund may be deemed to be an underwriter, under the federal securities laws, in connection with the disposition of portfolio securities.


17.

Issue senior securities as defined in the Act.


18.

Purchase securities subject to restrictions on disposition under the Securities Act of 1933.


If a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage beyond the specified limit resulting from a change in values or net assets will not be considered a violation.



MANAGEMENT OF THE FUND


The Board of Trustees is responsible for managing the Fund’s business affairs and for exercising all the Fund’s powers except those reserved for the shareholders.  The day-to-day operations of the Fund are conducted by its officers.  The following table provides biographical information with respect to each current Trustee and officer of the Fund.  Each Trustee who is or may be deemed to be an “interested person” of the Fund, as defined in the Act, is indicated by an asterisk.  Rajendra Prasad is an interested person by reason of his position as President and controlling shareholder of the Investment Adviser.  There are no committees of the Board.






Name, Address and Age



Position Held With the Trust

Term of Office(1) and Length of Time Served




Principal Occupation

During Past 5 Years


Number of Portfolios Overseen by Trustee


Other Director-ships Held by Trustee

 

 

 

 

 

 

Rajendra Prasad, M.D.*

1310 East Ocean Blvd., #1401

Long Beach, CA 90802

Age: 63

Chairman and Trustee

Since 1998

Portfolio manager for Prasad Growth Fund. Physician in private practice.

1

1

Manu Hinduja

17082 Greentree Lane

Huntington Beach, CA 92649

Age: 58

Trustee

Since 2006

Director, GRS Service, Inc.; Director, Huntington Resources, Inc.

1

2

Ratan Lalchandani

6823 Alta Vista Dr

Rancho Palos Verdes, CA

90275

Age 65

Trustee

Since February, 2003

Retired; Chief Information Officer, AppleCare Medical Management until 2004.

1

0


(1)

Each trustee holds office for an indefinite term until the earlier of (i) the election of his or her successor or (ii) the date the trustee dies, resigns or is removed.


No officer, director or employee of Mutual Funds Leader Inc. (the “Adviser”) receives any compensation from the Trust for serving as an officer or Trustee of the Trust.  In addition, no Trustee who is not an officer, director or employee of the Adviser receives any compensation for serving as such.  The fees paid to the incumbent Trustees for the fiscal year ended March 31, 2009, which are the only compensation or benefits payable to Trustees, are summarized in the following table:


COMPENSATION TABLE


Trustee

Aggregate

Compensation From

the Fund

Pension or

Retirement

Benefits

Estimated

Annual Benefits

upon Retirement

Total Compensation

from Fund and Fund

Complex Paid to

Trustee

 

 

 

 

 

Manu Hinduja

$0

$0

$0

$0

Rajendra Prasad

$0

$0

$0

$0

Ratan Lalchandani

$0

$0

$0

$0





SHARE OWNERSHIP


The following table sets forth the dollar range of equity securities beneficially owned by each Trustee as of   July 24, 2009.







Name of Trustee





Dollar Range of Equity

Securities in the Fund*

Aggregate Dollar Range of

Equity Securities in All

Registered Investment Companies Overseen by

Trustee in Family of

Investment Companies*

Rajendra Prasad

Over $100,000

Over $100,000

 

 

 

Manu Hinduja

None

None

 

 

 

Ratan Lalchandani

None

None

 

 

 

*Based on July 24, 2009 net asset value of $5.94 per share.


The Fund and the Investment Advisor have adopted a Code of Ethics under rule 17j-1 of the Investment Company Act.  The code permits personnel to invest in securities, including securities that may be purchased or held by the Fund.



PRINCIPAL  SHAREHOLDERS


As of   July 24, 2009, the following persons were known by the Fund to be the beneficial owners of more than 5% of the shares of the Fund:



Name and Address


Percentage of Ownership

Advanced Clearing Corp.

4211 S. 102nd Street

Omaha, NE 08103-2226

8.61%

   

Rajendra Prasad IRA

1310 East Ocean Blvd., #1401

Long Beach, CA  90802

16.98%

 

  

Coast Hematology Oncology PSPP

2690 Pacific Ave., Ste. 260

Long Beach, CA  90806

15.95%

 

 



  


*Rajendra Prasad may be deemed to “control” the Fund as a result of his positions with the Investment Adviser.


As of  July 24, 2009 all officers and Trustees as a group beneficially owned 21,367 shares, constituting $126,899 of the outstanding shares of the Fund.  The Trustees and Officers of the Fund as a “group” may be deemed to control the Fund.


INVESTMENT ADVISORY AND OTHER SERVICES


Investment Adviser


Mutual Funds Leader, Inc. is the investment adviser for the Fund (the “Adviser”).  Rajendra Prasad is the president and a principal shareholder of the Adviser and, therefore, is deemed to be in control of the Adviser.


As compensation for the Adviser’s services rendered to the Fund, the Fund pays a fee, computed and paid monthly, at an annual rate of 1.5% of the net assets of the Fund.  For the fiscal years ended March 31, 2009, March 31, 2008 and March 31, 2007, the Adviser received management fees from the Fund in the amounts of $10,388, $11,258 and $12,818 respectively.


Subject to the oversight of the Fund’s Trustees, the Adviser manages the Fund’s portfolio in accordance with the stated policies of the Fund.  The Adviser makes investment decisions for the Fund and places the purchase and sale orders for portfolio transactions.  In addition, the Adviser furnishes office facilities and clerical and administrative services, and pays all operating expenses of the Fund except for brokerage, taxes, interest and extraordinary expenses.  In addition, subject to the direction of the Fund’s Board of Trustees, the Adviser is responsible for the overall management of the business affairs of the Fund.


Brokerage fees and commissions, taxes, interest and extraordinary expenses are paid by the Fund.


Other Service Providers


The Fund has entered into an Administration Agreement with Mutual Shareholder Services LLC (“MSS”), pursuant to which MSS has agreed to act as the Fund’s Transfer, Redemption and Dividend Disbursing Agent.  As such, MSS maintains the Fund’s official record of shareholders and is responsible for crediting dividends to shareholders’ accounts. In consideration of such services, the Adviser pays MSS an annual fee, paid monthly, equal to $9.75 per shareholder account (with a monthly minimum of $775) plus $12 per month for each state in which the Fund is registered under such state’s securities laws, plus out-of-pocket expenses.  In addition, the Fund has entered into an Accounting Services Agreement with MSS, pursuant to which MSS has agreed to provide portfolio pricing and related services, for the payment of an annual fee of $21,000 for the first $25,000,000 in net assets, $10,500 for the next $25,000,000 in net assets and $5,750 for each additional $25,000,000 in net assets, plus out-of-pocket expenses.  These fees are paid by the Adviser.  For the fiscal year ended March 31, 2008 , the Adviser paid MSS fees under the Administration Agreement and the Accounting Services Agreement in the amount of $10 ,605 .


US Bank, 425 Walnut Street, Cincinnati, Ohio 45202, serves as the Fund’s custodian.  As custodian, US Bank maintains custody of the Fund’s cash and portfolio securities.


Sanville & Company, certified public accountants located at 1514 Old York Road, Abington, PA  19001, has been selected as for the Fund.  In such capacity, Sanville & Company periodically reviews the accounting and financial records of the Fund and examines its financial statements.


PORTFOLIO MANAGER


Other Accounts Managed


Rajendra Prasad is the portfolio manager of the Fund.  As of March 31, 2009 ,  Mr. Prasad was primarily responsible for the day-to-day management of the portfolios of the following accounts other than the Fund:


 

Number of Accounts

Total Assets Managed

Registered investment companies

0

0

Other pooled investment vehicles

0

0

Other accounts

1

$814,136


In addition to his responsibilities for the day-to-day management of the Fund’s portfolio, Dr. Prasad manages one additional portfolio. The Portfolio Manager’s dual roles could result in conflicts of interest between his responsibilities to the Fund and his responsibilities to the additional portfolio. Such conflicts could occur whether the investment objectives and strategies of the additional portfolio are the same as, or different, from, the Fund’s investment objectives and strategies. However, the potential for such conflicts is lessened where, as here, the investment objectives and strategies of the additional portfolio are different from those of the Fund.   For example, the Portfolio Manager does not have a need to allocate investment opportunities between the Fund and the additional portfolio because the securities eligible for purchase by the other portfolio are not eligible for purchase by the Fund.  Neither the Fund nor the other portfolio compensates the Adviser for its services in the form of a performance fee.  The Advisor’s compliance procedures and Code of Ethics recognize the Adviser’s fiduciary obligation to treat all of its clients, including the Fund, fairly and equitably, and are designed to preclude the Portfolio Manager from favoring one client over another.  It is possible, of course, that those compliance procedures and the Code of Ethics may not always be adequate to do so.   None of the fees on these accounts is based on performance.


Compensation


D r. Prasad does not receive any compensation from the Adviser for services he performs for the Adviser.


Ownership of Shares


As of March 31, 2009,   Dr. Prasad beneficially owned shares in the Fund having a dollar value between $100,000-$150,000.


DISCLOSURE OF PORTFOLIO HOLDINGS


Generally, the Fund discloses its portfolio holdings only (i) in annual and semi-annual reports to shareholders, (ii) in Form NQ filings made with 60 days after the end of each fiscal quarter with the Securities and Exchange Commission and (iii) on the Fund’s internet site http://www.prasad.net/ within 60 days after the end of each fiscal quarter, which information is current as of the end of such fiscal quarter.  The Fund will update the web-site within one business day after completing the quarterly NQ filing containing the same information.


In addition to portfolio holdings disclosures made to the public, the Fund provides portfolio information to third party service providers.  As of the date of this Statement of Additional Information, these persons are limited to the Fund’s accounting and transfer agent, Mutual Shareholder Services (full portfolio daily, no lag), custodian, U.S. Bank, N.A. (full portfolio daily, no lag), , independent public accounting firm, Sanville & Company (full portfolio semi-annually, 15 day lag), and printer (full portfolio, semi-annually, 45 day lag).  When authorized by the Chairman of the Fund, portfolio holdings information may be given more frequently than as just described to third party Fund service providers.  Also, on occasion the Fund may disclose one or more individual holdings to pricing or valuation services for assistance in considering the valuation of the relevant holdings.  The Fund does not believe that disclosure of portfolio information as described in this paragraph creates any conflict between the interests of Fund shareholders and the interests of the Adviser (or its affiliates).  Any potential conflicts of interest which may arise will be resolved by the Board of Trustees in the best interests of Fund shareholders.  The entities to whom the Fund provides holdings information, either by explicit agreement or by virtue of their respective duties to the Fund, are required to maintain the confidentiality of the information disclosed and refrain from trading on such information.  Neither the Fund nor the Advisor (nor its affiliates) receives any compensation in connection with disclosure of information to these parties.


These Fund policies and procedures will be reviewed by the Board of Trustees on an annual basis, for adequacy and effectiveness, in connection with the Funds’ compliance program under Rule 38a-1 under the Investment Company Act.  In addition, the Chairman will make a quarterly report to the Board of Trustees regarding compliance with these policies and procedures.  


BROKERAGE ALLOCATION


Decisions to buy and sell securities for the Fund are made by the Adviser subject to .periodic review and continuing oversight by the Fund’s Trustees.  Portfolio transactions for the Fund are effected by or under the supervision of the Adviser.


Transactions on stock exchanges involve the payment of negotiated brokerage commissions.  There is generally no stated commission in the case of securities traded in the over-the-counter markets, but the price of those securities includes an undisclosed commission or markup.  The cost of securities purchased from underwriters includes an underwriting commission or concession, and the prices at which securities are purchased from and sold to dealers include a dealer’s markup or markdown.


In executing portfolio transactions and selecting brokers and dealers, it is the Fund’s policy to seek the best overall terms available.  The Investment Advisory and Administration Agreement provides that, in assessing the best overall terms available for any transaction, the Adviser shall consider the factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condi­tion and execution capability of the broker or dealer, and the reasonableness of the commission, if any, for the specific trans­action and on a continuing basis.  In addition, the Investment Advisory and Administration Agreement authorizes the Adviser, in selecting brokers or dealers to execute a particular transaction, and, in evaluating the best overall terms available, to consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund and/or other accounts over which the Adviser exercises investment discretion.


The Fund’s Board of Trustees periodically reviews the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits inuring to the Fund.  It is possible that certain of the services received will primarily benefit one or more other accounts for which investment discretion is exercised.  Conversely, the Fund may be the primary beneficiary of services received as a result of portfolio transactions effected for other accounts.  T he Adviser’s fee under the Investment Advisory and Administration Agreement is not reduced by reason of the Adviser’s receiving such brokerage and research services.


During the fiscal years ended March 31, 2009, March 31, 2008 and March 31, 2007 the aggregate amount of brokerage commissions paid by the Fund   $9,266 $8,882 and $7,725  respectively.



CAPITAL STOCK AND OTHER SECURITIES


The Declaration of Trust provides for the issuance of an unlimited number of authorized shares of beneficial interest in the Fund.  Shareholders are entitled to one vote for each full and fractional share on such matters as shareholders are entitled to vote.


Upon issuance and sale in accordance with the terms of the Prospectus, each share will be fully paid and non-assessable.  Shares of the Fund have no preemptive, subscription or conversion rights.  The Declaration of Trust also provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Fund and that every agreement, obligation or instrument entered into or executed by the Fund shall contain a provision to the effect that the shareholders are not personally liable thereunder.



PURCHASE, REDEMPTION AND PRICING OF SHARES


The information pertaining to the purchase and redemption of the Fund’s shares appearing in the Prospectus under the captions “How To Purchase Shares” and “How To Redeem Shares” is hereby incorporated by reference.


The price paid for shares of the Fund is the net asset value per share next determined after receipt by the Transfer Agent of properly identified purchase funds, except that the price for shares purchased by telephone is the net asset value per share next determined after receipt of telephone instructions.  Net asset value per share is computed as of the close of business (currently 4:00 P.M., New York time) each day the NYSE is open for trading and on each other day during which there is a sufficient degree of trading in the Fund’s investments to affect materially net asset value of its redeemable securities.  The  NYSE normally closes at 4:00 p.m. Eastern Time, but may close earlier than that on some days.  All references to time in this Statement of Additional Information are to “Eastern Time”.


For purposes of computing the net asset value per share of the Fund, securities listed on a national securities exchange or on the NASDAQ National Market System will be valued on the basis  of the last sale of the date on which the valuation is made or, in the absence of sales, at the closing bid price.  Over-the-counter securities will be valued on the basis of the bid price at the close of business on each day or, if market quotations are not readily available, at fair value as determined in good faith by the Board of Trustees.  Options having neither a closing bid nor last sale price on the valuation date are priced at zero.  Unless the particular circumstances (such as an impairment of the credit-worthiness of the issuer) dictate otherwise, the fair market value of short-term securities with maturities of 60 days or less shall be their amortized cost.  All other securities and other assets of the Fund will be valued at their fair value as determined in good faith by the Board of Trustees.



TAXATION OF THE FUND


The Fund intends to qualify each year as a “regulated investment company” under the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).  Qualification as a regulated investment company will result in the Fund’s paying no taxes on net income and net realized capital gains distributed to shareholders.  If these requirements are not met, the Fund will not receive special tax treatment and will pay federal income tax, thus reducing the total return of the Fund.


Statements as to the tax status of each shareholder’s dividends and distributions will be mailed annually by the Fund’s transfer agent.  Shareholders are urged to consult their own tax advisers regarding specific questions as to Federal, state or local taxes.



PERFORMANCE


From time to time, the Fund may advertise performance data represented by a cumulative total return or an average annual total return.  Total returns are based on the overall or percentage change in value of a hypothetical investment in a Fund and assume all of the Fund’s dividends and capital gain distributions are reinvested.  A cumulative total return reflects the Fund’s performance over a stated period of time.  An average annual total return reflects the hypothetical annually compounded return that would have produced the same cumulative total return if the Fund’s performance had been constant over the entire period.  Because average annual returns tend to smooth out variations in the Fund’s returns, it should be recognized that they are not the same as actual year-by-year results.


Performance may be compared to well-known indices such as the Dow Jones Industrial Average, S&P 500, NASDAQ Composite or alternative investments such as Treasury Bills.  Also, the Fund may include published editorial comments compiled by independent organizations such as Lipper Analytical Services or Bloomberg or Morningstar, Inc.


All performance information is historical in nature and is not intended to represent or guarantee future results.  The value of Fund shares when redeemed may be more or less than their original cost.


Further information about the performance of the Fund is contained in the Fund’s Annual Report to Shareholders which may be obtained from the Fund without charge.



PROXY VOTING POLICY


The Fund has adopted a Proxy Voting Policy setting forth the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities.  A copy of this Proxy Voting Policy is attached to this Statement of Additional Information.  Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ending June 30 is available (1) without charge, upon request, by calling the Funds at (877) 772-7231 or on the Funds’ internet site at http://www.prasad.net/ and (2) on the SEC’s internet site at http://www.sec.gov/.



FINANCIAL STATEMENTS


The financial statements as presented in the March 31, 2009 Annual Report of the Fund are incorporated in this Statement of Additional Information by reference.  The financial statements included in the Annual Report for the year ended March 31, 2009 have been audited by Sanville & Company, whose report thereon appears in the Annual Report.  You can obtain additional copies of the Annual Report at no charge by writing or telephoning the Fund at the address or number on the front page of this Statement of Additional Information or by visiting the Funds’ internet set at http://www.prasad.net/. The Fund’s Annual Report to the shareholders was filed with SEC on May 28, 2009.





{320804:12}



PROXY VOTING POLICY

Prasad Series Trust (the “Fund”)

Mutual Funds Leader Inc. (the “Adviser”)



We have adopted this voting policy which we believe is reasonably designed to ensure that we vote proxies in the best interests of the Fund and its shareholders, consistently with stated investment objectives.


We use what we believe are reasonable efforts to identify circumstances in which there is a conflict of interest in voting proxies between the interests of Fund shareholders, on the one hand, and those of the Advisor or any affiliated person of the Advisor, on the other hand.


Where there is no relevant, inconsistent stated investment objective, we vote proxies relating to the following substantive matters as described with respect to each matter listed below.  Where a proxy proposal is presented which is not listed below, we will vote in accordance with the most similar applicable policy which is stated below, or on a case-by-case basis in the manner which we believe will maximize the client’s investment return.  if we have identified a conflict of interest and have no general proxy voting policy on the matter presented, we will take other reasonable steps to help assure that the votes cast are in the client’s best interests.


Our voting policies are premised on the following principles:


maximization of each investment’s return is the primary component of the Fund’s best interests;

good corporate governance will help maximize investment returns;

increasing shareholder involvement in corporate governance will help maximize investment returns;

antitakeover defenses inhibit maximization of investment returns; and

self-dealing by or conflicts of interest of company insiders are not in the Fund’s best interests.

Specifically, with regard to the commonly voted on areas shown below, we generally vote as follows:

I.  The Board of Directors

Generally, unless we find an important reason to withhold votes of an uncontested nominee we vote to elect such nominees.  However, in cases of significant votes and when information is readily available, we may also review, before making our decision, such factors as the long-term corporate performance record relative to a relevant market index or indices, the composition of the board and key board committees, the nominee’s investment in the company, director compensation or other factors.

II.  Proxy Contests

Votes in a contested election of directors are evaluated on a case-by-case basis evaluating what each side is offering shareholders, as well as the likelihood that the proposed objectives and goals can be met.

III.  Auditors

We generally vote in favor of the proposed auditor.

IV.  Anti-Takeover Defenses

Generally, we vote against proposals to institute anti-takeover defenses.

V.  Social and Environmental Issues

Generally, we vote against shareholder social and environmental proposals because our focus is on the economic objectives of the Fund.

VI.  Extraordinary Business Combination Transactions

Votes on mergers and or acquisitions and corporate restructuring proposals or considered on a case-by-case basis, taking into account the following:

Anticipated financial and operational benefits

Offer price (cost v. premium)

Prospects of the resulting company


VII.  Executive and Director Compensation


In general, we vote for executive and director compensation plans which reward the creation of shareholder wealth by having a relatively high payout sensitivity to increases in shareholder value.






PART C


OTHER INFORMATION


Item 23.

Exhibits.



1.

The following exhibit is filed herewith:


J.

Consent of Independent Registered Public Accounting Firm



2.

The following exhibits are incorporated by reference as noted or are not applicable:


Exhibit

Description


a

Amended and Restated Declaration of Trust. (1)


b

Amended and Restated By-Laws. (1)


c

None.


d(1)

Investment Advisory and Administration Agreement. (1)


d(2)

Amendment to Investment Advisory and Administration Agreement. (3)


e

None.


f

None.


g

Custody Agreement. (4)


h(1)

Administration Agreement. (1)


h(2)

Accounting Services Agreement. (1)


i

Opinion and consent. (2)


k

None.


l

Subscription Agreement. (2)


m

None.


p

Codes of Ethics of Fund and Investment Adviser (5)


(1)

Incorporated by reference to the corresponding exhibit to the Registration Statement.


(2)

Incorporated by reference to the corresponding exhibit to Pre-Effective Amendment No. 1 to the Registration Statement.


(3)

Incorporated by reference to the corresponding exhibit to Post-Effective Amendment No. 1 to the Registration Statement.


(4)

Incorporated by reference to the corresponding exhibit to Post-Effective Amendment No. 7 to the Registration Statement.


(5)

Incorporated by reference to the corresponding exhibit to Post-Effective Amendment No. 8 to the Registration Statement.


Item 24.

Persons Controlled by or Under Common Control with Registrant.


The Fund and the Adviser may be deemed to be under common control of Rajendra Prasad, the Chairman of the Fund and President of the Adviser.



Item 25.

Indemnification


Reference is made to Article IV of the Registrant’s Agreement and Declaration of Trust filed as Exhibit a.  The application of these provisions is limited by Article 10 of the Registrant’s Amended and Restated By-laws filed as Exhibit b and by the following undertaking set forth in the rules promulgated by the Securities and Exchange Commission:


Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a trustee, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.


Item 26.

Business and Other Connections of the Investment Adviser.


Rajendra Prasad, M.D., whose principal business address is 1310 East Ocean Blvd., Unit #1401, Long Beach, CA 90802 , is the President and sole shareholder of the Adviser as well as a Trustee, the Chief Executive Officer and the Chief Financial Officer of Prasad Series Trust.  He serves as Chief Compliance Officer for both the Adviser and the Trust.  He has been the portfolio manager of the Fund since its inception in 1998.  Dr. Prasad is also a physician who devotes approximately 20 hours per week to a part-time medical practice, primarily during hours when the New York Stock Exchange is closed for business.  Dr. Prasad is also a  trustee of the Oceanstone Fund, an open-end investment management company.


Item 27.

Principal Underwriters.


Not applicable.


Item 28.

Location of Accounts and Records.


All accounts, books and documents required to be maintained by the Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 thereunder are maintained at the office of the Registrant and the Transfer Agent at 8000 Town Center Drive, Suite 400, Broadview Heights, Ohio 44147, except that all records relating to the activities of the Fund’s Custodian are maintained at the office of the Custodian, U.S. Bank, 425 Walnut Street, Cincinnati, Ohio 45202.


Item 29.

Management Services.


Not Applicable.


Item 30.

Undertakings.  


Not Applicable.




{320804:12}



SIGNATURES



Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that this Amendment meets all of the requirements for effectiveness under Rule 485(b) under the Securities Act and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Long Beach, State of California, on     July 27, 2009.


PRASAD SERIES TRUST




By:  Rajendra Prasad, Chairman


Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.


Signature

Title

Date

     
     

/S/Rajendra Prasad

    
     

Rajendra Prasad

Chairman,Treasurer and Trustee (Principal Executive Officer, Financial Officer and Accounting Officer)

July 27, 2009.


     
     

/S/Manu Hinduja

    
     

Manu Hinduja

Trustee

  July 27, 2009.

     
     
     

/S/Ratan Lalchandani

    
     

Ratan Lalchandani

Trustee

  July 27, 2009














PRASAD SERIES TRUST


POST-EFFECTIVE  AMENDMENT NO. 13-14


EXHIBIT INDEX




LIST OF EXHIBITS



1.J.

Consent of Sanville & Company dated as of July 27, 2009