<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
REGISTRATION No. 333-1171
POST EFFECTIVE AMENDMENT NO. 2
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
REGISTRATION NO. 811-7521
AMENDMENT NO. 4
THE KENWOOD FUNDS
10 S. LaSalle Street
Suite 3610
Chicago, Illinois 60603
312-368-1666
Agent for Service:
Sheldon Stein
D'Ancona & Pflaum
30 North LaSalle Street
Chicago, Illinois 60602
(312) 580-2014
It is proposed that this filing will become effective:
______ Immediately upon filing pursuant to paragraph (b)
__X __ on August 15, 1997 , pursuant to paragraph (b)
______ 60 days after filing pursuant to paragraph (a)
______ on ________, pursuant to paragraph (a) of Rule 485
Registrant has registered an indefinite number of shares, under the Securities
Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940.
The Registrant's Rule 24f-2 Notice for its fiscal year ended April 30, 1997 was
filed on or about June 30, 1997.
<PAGE> 2
FORM N-1A
THE KENWOOD FUNDS
REGISTRATION STATEMENT NO. 333-1171 UNDER THE
SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 2
AND REGISTRATION STATEMENT NO. 811-7521 UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 4
CROSS REFERENCE SHEET
N-1A
ITEM NO. PART A- PROSPECTUS: CAPTION OR PLACEMENT
---------- ----------------------------------------
1 Front Cover
2 Fund Expenses
3 Financial Highlights
4 Investment Objective and Policies; Organization of the Fund
5 Investment Objective and Policies; The Adviser; Services
Administrator, Custodian and Transfer Agent
6 Organization of the Fund; Certain Shareholders; Summary;
Dividends and Distributions; Taxes
7 Buying Shares; Distribution of Shares; Net Asset Value
8 Redeeming Shares
9 (Not Applicable)
PART B- STATEMENT OF ADDITIONAL INFORMATION: CAPTION OR PLACEMENT
10 Cover Page
11 Table of Contents
12 (Not Applicable)
13 Fundamental Investment Restrictions; Non-Fundamental
Investment Restrictions; Lending Portfolio Securities; See also
Prospectus - Investment Objectives and Policies
14 Trustees and Officers
15 Certain Shareholders, See also Prospectus-Certain
Shareholders
16 The Adviser; Distribution Plan, Custodian and Transfer
Agent; Auditors
17 Portfolio Transactions and Brokerage
18 See Prospectus-The Fund
19 Distribution Plan; See also Prospectus - Calculation of Net
Asset Value
20 See Prospectus - Dividends and Taxes
21 Distribution Plan
<PAGE> 3
22 Performance Data
23 Financial Statements for the Company for the year ended
April 30, 1997, are incorporated by reference from the 1997 Annual
Report to Shareholders.
<PAGE> 4
THE KENWOOD FUNDS
Kenwood Growth & Income Fund
10 South LaSalle Street
Suite 3610
Chicago, Illinois 60603
1-888-KENFUND
PROSPECTUS
August 15, 1997
The Kenwood Growth & Income Fund (the "Fund") is the only series of
The Kenwood Funds, which is organized as a Delaware business trust (the
"Trust"). The Fund's objective is capital appreciation and current income. It
invests primarily in equity securities.
This Prospectus sets forth concisely information about the Fund that you
should know before investing. Please retain it for future reference. A
Statement of Additional Information dated August 15, 1997 has been filed with
the Securities and Exchange Commission and is incorporated into this Prospectus
by reference. You may obtain a copy of the Statement of Additional Information
free of charge by writing or calling the Fund at the address or phone number on
the cover of this Prospectus.
SHARES IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
SUMMARY................................................................. 3
FUND EXPENSES........................................................... 4
FINANCIAL HIGHLIGHTS OF THE FUND........................................ 5
INVESTMENT OBJECTIVE AND POLICIES....................................... 6
THE ADVISER............................................................. 8
HISTORICAL RESULTS OF THE INVESTMENT ADVISER............................ 9
CERTAIN SHAREHOLDERS.................................................... 9
SERVICES ADMINISTRATOR, CUSTODIAN, TRANSFER AGENT AND FUND ACCOUNTANT.. 10
DISTRIBUTION OF SHARES................................................. 10
BUYING SHARES.......................................................... 10
TELEPHONE TRANSACTIONS................................................. 11
EXCHANGING SHARES...................................................... 11
REDEEMING SHARES....................................................... 12
NET ASSET VALUE........................................................ 14
DIVIDENDS AND DISTRIBUTIONS............................................ 14
TAXES.................................................................. 14
RETIREMENT PLANS....................................................... 15
FUND PERFORMANCE....................................................... 15
ORGANIZATION OF THE FUND............................................... 15
</TABLE>
2
<PAGE> 6
SUMMARY
THE FUND. The Fund is the only series of The Kenwood Funds, an open-end
management investment company (a mutual fund) organized in 1996 as a Delaware
business trust.
INVESTMENT OBJECTIVE. The Fund's objective is capital appreciation and
current income. The Fund invests primarily in equity securities. See
"Investment Objective and Policies."
PURCHASES AND REDEMPTIONS. Shares of the Fund are sold and redeemed at
net asset value. No sales load or redemption fee is charged by the Fund. The
Transfer Agent charges a nominal transaction fee for telephone exchanges and
wire redemptions (See "Exchanging Shares" and "Redeeming Shares"). The minimum
initial investment is $2,000 and subsequent investments are $100 or more.
These minimum investment amounts may be waived or reduced for participants in
certain retirement plans. See "Buying Shares" for more information on how to
invest. Shares are redeemable by mail or by wire to a predesignated bank
account. See "Selling Shares" for details.
THE ADVISER. The Kenwood Group, Inc. serves as the Fund's investment
adviser (the "Adviser"), and receives fees for managing the Fund's investments
and performing certain administrative and management services for the Fund.
See "The Adviser."
THE DISTRIBUTOR. AmeriPrime Financial Securities, Inc. serves as the
Fund's principal underwriter and distributes the Fund's shares (the
"Distributor"). The Fund pays the Distributor Rule 12b-1 distribution fees.
See "Distribution of Shares."
INVESTMENT FACTORS TO CONSIDER. As with any mutual fund investment,
purchasing shares of the Fund involves risks. The securities in which the Fund
invests are subject to the risk of price fluctuations reflecting both market
evaluations of the businesses involved and general changes in the securities
markets. There is no assurance that the investment objective will be achieved.
The Fund's return and net asset value will fluctuate.
SHAREHOLDER INQUIRIES. Call toll-free, 1-888-KENFUND (888-536-3863) from
8:00 a.m. - 7:00 p.m. Central Time for prompt service on any questions about
your account. During unusual market conditions, the Fund may experience
difficulty in accepting telephone inquiries. In such circumstances, you should
contact the Fund directly at (312) 368-1666 weekdays from 9:00 a.m. - 5:00 p.m.
Central Time or by mail at 10 South LaSalle Street, Suite 3610, Chicago, IL
60603.
3
<PAGE> 7
FUND EXPENSES
The following tables are intended to help you understand the various
expenses that you as an investor will bear directly or indirectly as a
shareholder of the Fund.
<TABLE>
<S> <C>
Shareholder transaction expenses:
Maximum Sales Load Imposed on Purchases None
Redemption Fee None*
Sales Load on Reinvested Dividends None
Exchange Fee None**
Deferred Sales Load None
</TABLE>
*For each wire redemption, the transfer agent will charge a
fee which, as of the date of this prospectus, is $12.00.
**For each telephone exchange, the transfer agent will charge a
fee which, as of the date of this prospectus, is $5.00.
Annual fund operating expenses after fee waivers and expense
reimbursements (as a percentage of average net assets):
<TABLE>
<S> <C>
Management Fees(1) 0.00%
12b-1 Fees(2) 0.25%
Other Expenses(1) 0.75%
-----
Total Operating Expenses(1) 1.00%
=====
</TABLE>
(1) The Adviser has agreed to waive its fees or absorb Fund expenses at
least through the fiscal year ending April 30, 1998 so that the total expenses
of the Fund will not exceed 1.00% for the fiscal year. Based upon actual Fund
expenses for fiscal year ending April 30, 1997, if the Adviser had not waived
its fees, Management Fees would have been 0.75% of average net assets, Other
Expenses would have been 25.06% and Total Operating Expenses would have been
26.06%.
(2) The effect of a Rule 12b-1 plan is that long-term shareholders may pay
more than the economic equivalent of the maximum front-end sales charge
permitted under applicable rules of the National Association of Securities
Dealers, Inc.
EXAMPLE:
We can illustrate these expenses with the examples below. You would pay
the following expenses on a $1,000 investment (assuming a 5% annual return and
redemption at the end of each period):
<TABLE>
<S> <C>
One Year $10.00
Three Years $32.00
Five Years $55.00
Ten Years $122.00
</TABLE>
THE 5% ANNUAL RETURN USED IN THE EXAMPLE ABOVE IS ONLY FOR ILLUSTRATION AND IS
NOT INTENDED TO BE INDICATIVE OF THE FUTURE PERFORMANCE OF THE FUND, WHICH MAY
BE MORE OR LESS THAN THE ASSUMED RATE. FUTURE EXPENSES MAY BE MORE OR LESS
THAN THOSE SHOWN. FOR ADDITIONAL INFORMATION REGARDING FUND EXPENSES, SEE "THE
ADVISER" AND "DISTRIBUTION OF SHARES."
4
<PAGE> 8
FINANCIAL HIGHLIGHTS OF THE FUND
The following table provides you with information about the history of the
Funds' shares. The table is included as supplementary information to the
Funds' financial statements which are included in the April 30, 1997 Annual
Report which may be obtained by writing or calling the Fund. The Fund's
financial statements have been audited by Cooper's & Lybrand L.L.P., the
Funds' independent certified accountants, whose unqualified opinion therein is
contained in the Annual Report.
KENWOOD GROWTH & INCOME FUND
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
APRIL 30, 1997
-------------------
<S> <C>
Per Share Data:
Net asset value, beginning of year..................... $ 10.00
Income from investment operations:
Net investment income.................................. 0.14
Net realized and unrealized gain on securities......... 1.21
-------------------
Total from investment operations....................... 1.35
Less distributions:
Dividends from net investment income................... (0.10)
Distributions from capital gains....................... (0.05)
-------------------
Total distributions.................................... (0.15)
-------------------
Net asset value, end of year........................... $ 11.20
===================
Total Return........................................... 13.52%
Supplemental data and ratios:
Net assets, end of period (in 000's)................... $ 1,271
Ratio of net expenses to average net assets(1)......... 0.92%
Ratio of net investment income to average net assets(1) 1.85%
Portfolio turnover rate................................ 31.21%
Average commission rate paid........................... $0.0600
</TABLE>
(1) Without expense reimbursements of $113,568 for the period, the ratio of
expenses to average net assets would have been 26.06% and the ratio of net
investment income to average net assets would have been (23.29)%.
5
<PAGE> 9
INVESTMENT OBJECTIVE AND POLICIES
INVESTMENT OBJECTIVE. The Fund's investment objective is capital
appreciation and current income. The Fund invests primarily in U.S. domestic
equity securities and, under normal market conditions, at least 85% of its
total assets will be invested in equity securities. Equity securities include
common stock, preferred stock, and securities convertible into common stock.
Common stock in which the Fund may invest may be either growth- or
income-oriented. The Fund normally may invest up to 15% of its total assets in
other securities, including debt securities. See "Debt Securities."
The Fund will invest primarily in mid-cap stocks. Mid-cap stocks are
defined by the Adviser as securities of companies having a market
capitalization between $200 million and $6.5 billion. In the Adviser's
judgment, this market niche tends to be more liquid than the small-cap market,
and thus may represent lower risks, while offering comparable returns to the
small-cap market. In addition, the mid-cap market may provide potentially
greater returns than the large-cap market without significantly greater risks.
The Adviser attempts to select equity securities that will provide a
combination of capital appreciation and income which will result in a high
overall total return while attempting to assume relatively low risks. "Low
risks" means that in the Adviser's judgment the risks of investing in the
securities in the Fund's portfolio present no additional risks than those
inherent in the market. The Adviser makes ongoing portfolio selections in
light of current and reasonably anticipated future financial conditions. As
these conditions change, the Adviser adjusts the portfolio in order to maintain
a reasonable balance over time between risk and potential return.
The Adviser takes a long-term position in the market and seeks to identify
securities of companies that are temporarily undervalued but which have
potential for growth and which may provide a good stream of dividend income.
The Adviser evaluates the long-term potential of the stocks it purchases
through examination of each company's strategic plans, corporate history and
industry dynamics.
Rigorous fundamental analysis is central to the Adviser's investment
strategy. An in-depth knowledge of the fundamentals of each company under
consideration is developed before it is added to the Fund's portfolio. A key
element of the selection process is a close examination of each company's
management decisions and future strategies. Performance is closely evaluated
for consistency with stated goals and strategies.
DEBT SECURITIES. The Fund may invest in fixed income securities for
income or as a defensive strategy when the Adviser believes adverse economic or
market conditions exist. When appropriate, the Fund's assets may be invested
without limitation in cash, short-term obligations issued or guaranteed by the
U.S. Government, its agencies and/or instrumentalities ("U.S. Government
Securities") or high quality money market instruments such as notes,
certificates of deposit or bankers' acceptances. However, the Adviser does not
intend to invest more than 15% of the Fund's assets in securities other than
equities under normal market conditions.
The value of fixed income securities is sensitive to interest rate changes
as well as the financial strength of the issuer. When interest rates go down,
debt securities in the portfolio tend to appreciate in value. Conversely, when
interest rates go up, such securities tend to depreciate in value. Generally,
the debt securities in which the Fund may invest are investment-grade
securities. These are securities rated in the four highest grades assigned by
Moody's Investors Service, Inc. or Standard and Poor's Corporation or that are
unrated but deemed to be of comparable quality by the Adviser. The lowest of
these grades has speculative characteristics; changes in economic conditions or
other circumstances are more likely to lead to a weakened capacity to make
principal and interest payments. The Fund will not invest in debt securities
(including convertible securities) rated below investment grade (so called
"junk bonds"). In the event of a downgrade of a debt security held by the Fund
to below investment grade, the Fund is not required to sell the issue, but the
Adviser will consider the downgrade in determining whether to hold the
security. However, if such a downgrade would cause more than 5% of net assets
to be invested in debt securities below investment grade, portfolio sales will
be made as soon as practicable to reduce the proportion of debt below
investment grade to 5% of net assets or less.
6
<PAGE> 10
LENDING PORTFOLIO SECURITIES. For income purposes, the Fund may lend its
portfolio securities. However, the Fund does not currently intend to lend
portfolio securities if it would cause more than 5% of its net assets to be
subject to such loans.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements, but
normally will not enter into repurchase agreements maturing in more than seven
days. A repurchase agreement involves a sale of securities (usually U.S.
Government Securities) to the Fund with the concurrent agreement of the seller
(a member bank of the Federal Reserve System or securities dealer which the
Adviser determines to be financially sound at the time of the transaction) to
repurchase the securities at the same price plus an amount equal to accrued
interest at an agreed-upon interest rate, within a specified time, usually less
than one week, but occasionally, at a later time. The repurchase obligation of
the seller is, in effect, secured by the underlying securities. In the event
of a bankruptcy or other default of a seller of a repurchase agreement, the
Fund could experience delays in liquidating the underlying securities and
losses, including possible declines in the value of the collateral during the
period in which the Fund seeks to enforce its rights, and the possible loss of
all or a part of the income during such period and expenses of enforcing its
rights.
BORROWING. The Fund may not borrow money except for temporary or
emergency purposes, and then only from banks in an amount not exceeding 331/3%
of the value of the Fund's total assets (including the amount borrowed). The
Fund will not purchase securities when its borrowings, less amounts receivable
on sales of portfolio securities, exceed 5% of the value of the Fund's total
assets.
PORTFOLIO TRANSACTIONS. In seeking the Fund's objective, the Fund may
trade to some degree in securities for the short term if the Adviser believes
that the growth potential of a security no longer exists, considers that other
securities have more growth potential, or otherwise believes that such trading
is advisable. The Fund's portfolio turnover rate is shown in the "Financial
Highlights" section of this prospectus. The higher the turnover rate, the more
brokerage commissions the Fund will pay. In placing portfolio transactions,
the Fund may take into account the sale of shares by the broker and research
services provided to the Adviser.
RESTRICTED AND ILLIQUID SECURITIES. The Fund will not purchase or hold
illiquid securities if more than 15% of the Fund's net assets would then be
illiquid. If at any time more than 15% of the Fund's net assets are illiquid,
sales will be made as soon as practicable to reduce the percentage of illiquid
assets to 15% or less. The Fund may purchase restricted securities which are
eligible for purchase and sale pursuant to Rule 144A under the Securities Act
of 1933 ("Rule 144A Securities"). This Rule permits certain qualified
institutional buyers, such as the Fund, to trade in privately placed
securities. Investing in Rule 144A Securities could have the effect of
increasing the amount of investments in illiquid securities if qualified
institutional buyers are unwilling to purchase such securities. However, the
Fund will not purchase illiquid Rule 144A Securities. In addition, the Fund
will not purchase liquid Rule 144A Securities if such purchase would cause more
than 5% of the Fund's assets to be invested in such securities.
DIVERSIFICATION AND INDUSTRY CONCENTRATION. As to 75% of its total
assets, the Fund will not (i) make any investment that would cause more than 5%
of its total assets to be invested in any one issuer; and (ii) purchase the
securities of any company if after such purchase the Fund would then own more
than 10% of such company's voting securities. The remaining 25% of the Fund's
total assets are not so limited which would allow the Adviser to invest up to
25% of the Fund's total assets in a single issuer. In the event that the
Adviser chooses to make such an investment, it may expose the Fund to greater
risk. However, as a matter of operating policy, the Adviser does not intend to
make an investment that would cause more than 15% of the Fund's total assets to
be invested in any one issuer. In addition, the Fund will not make any
investment which would cause 25% or more of its total assets to be invested in
any one industry. U.S. Government Securities are not subject to these
limitations.
FUNDAMENTAL AND NON-FUNDAMENTAL POLICIES. The investment restrictions
set forth in the Statement of Additional Information as fundamental are
fundamental policies which cannot be changed without a vote of the
shareholders. The investment objective and all other investment policies of
the Fund are not fundamental and may be changed without shareholder approval.
In the event the Fund's investment objective should ever be changed, such
change may result in an objective different from the objective the shareholder
considered appropriate at the time of investment in the Fund. Except for the
limitations on borrowing and investments in illiquid securities, any percentage
restrictions set forth in the Prospectus or in the Statement of Additional
Information apply as of the time of investment without regard to later
increases or decreases in the value of securities or total or net assets.
7
<PAGE> 11
THE ADVISER
The Kenwood Group, Inc., an Illinois corporation with offices at 10 South
LaSalle Street, Suite 3610, Chicago, Illinois 60603, serves as the Fund's
investment adviser. The Adviser has acted as an investment adviser to
institutional investors since 1990. As of June 30, 1997, the Adviser had $288
million in assets under management. Barbara L. Bowles is the controlling
shareholder of the Adviser.
The Adviser manages the investment and reinvestment of the assets of the
Fund. The Adviser furnishes continuous advice concerning the Fund's
investments. In addition, the Adviser provides office space for the Fund and
pays the salaries, fees and expenses for all Fund officers and directors who
are employees of the Adviser.
For such services, the Fund pays the Adviser advisory fees monthly based
upon the Fund's average daily net assets at the following annual rate: 0.75% on
the first $500 million of average net assets, 0.70% on the next $500 million of
average daily net assets, and 0.65% on average daily net assets over $1
billion. The fees paid to the Adviser are higher than the fees paid by many
investment companies but are not necessarily higher than that paid by funds
with a similar objective. The Adviser has agreed to waive the management fee
and to reimburse certain other expenses for the Fund's fiscal year ending April
30, 1998 so that the total expenses of the Fund will not exceed 1.00%.
Barbara L. Bowles is the Fund's principal portfolio manager and has served
in such capacity since the Fund's inception. She has served as President and
Chief Investment Officer for The Kenwood Group since its inception. She is
also the President of the Fund.
HISTORICAL INVESTMENT RESULTS OF THE INVESTMENT ADVISER
Set forth below is certain performance data provided by the Adviser
relating to annual average investment results of a composite of all client
accounts other than the Fund whose portfolios were managed by the Adviser
continuously over a period of five years. These advisory accounts ("Advisory
Accounts") had the same investment objective as the Fund and were managed using
substantially similar, though not necessarily identical, investment strategies
and techniques as those used by the Fund. Because of the similarities in
investment strategies and techniques, the Adviser believes that the Advisory
Accounts are sufficiently comparable to the Fund to make the performance data
listed below relevant to investors in the Fund. The results presented will not
necessarily equate with the returns experienced by the Fund, due to differences
in brokerage commissions, management fees, the size of positions taken in
relation to account size and diversification of securities, as well as other
costs and expenses borne by the Fund but not incurred by the Advisory Accounts.
In addition, the performance of the Fund contained in the Financial Highlights
is calculated as of the end of the Fund's fiscal year while the Adviser's
performance is calculated as of the end of the calendar year. Different
methods of determining the performance from those described in the footnote to
the chart below may result in different performance figures. An investor
should not rely on the following performance figures as an indication of the
future performance of either the Adviser's separate Advisory Accounts or the
Fund.
8
<PAGE> 12
THE KENWOOD GROUP, INC.
KENWOOD GROUP COMPOSITE
HISTORICAL PERFORMANCE
PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
BEFORE AFTER
ADVISORY FEES ADVISORY FEES
YEAR % %
---- ------------- -------------
<S> <C> <C>
1990 (7.33) (8.08)
1991 19.26 18.51
1992 18.49 17.74
1993 6.60 5.85
1994 7.40 6.65
1995 30.92 30.17
1996 18.45 17.93
</TABLE>
ANNUALIZED PERFORMANCE
PERIOD ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
BEFORE AFTER
ADVISORY FEES ADVISORY FEES
PERIOD % %
------ ------------- -------------
<S> <C> <C>
1 YEAR 18.45 17.94
3 YEARS 18.54 17.86
5 YEARS 16.04 15.33
Since Inception (7 years) 12.81 12.09
</TABLE>
NOTES: Performance figures are asset-weighted, average annual investment
results expressed as a percentage return. "After Advisory Fees" performance
includes reinvested dividends, capital gains and losses, and deducts advisory
fees of 0.75%, which is the rate the Fund pays to the Adviser. Numbers in
parentheses denote a loss. These numbers were prepared in accordance with the
Performance Presentation Standards developed by the Association for Investment
Management and Research ("AIMR"). Past performance is not necessarily
indicative of future results nor can it be assumed that any recommendations
will be profitable.
CERTAIN SHAREHOLDERS
The following table sets forth as of July 22, 1997, the name and holdings
of each person known by the Fund to be a record holder of more than 25% of its
outstanding shares. As of such date there were 130,952 shares outstanding.
<TABLE>
<CAPTION>
% of
Number of Outstanding
Name and Address Shares Owned Shares
---------------- ------------ ------
<S> <C> <C>
Metropolitan Pier and Exposition 39,704 30.3%
Authority Retirement Plan
2301 S. Prairie Ave.
Chicago, IL 60616
</TABLE>
Any shareholder owning greater than 25% of the voting securities of the
Fund is deemed to control the Fund. This means that such a shareholder may be
able to control the outcome of a shareholder vote.
9
<PAGE> 13
SERVICES ADMINISTRATOR, CUSTODIAN, TRANSFER AGENT AND FUND ACCOUNTANT
Firstar Trust Company ("Firstar") 615 East Michigan Street, Milwaukee, WI
53202, serves as the Fund's Administrator and, pursuant to an Administration
Services Agreement, receives fees monthly for its services as described below,
based upon the Fund's average daily net assets at the following annual rate:
0.05% on the first $100 million of average net assets, 0.04% on the next $400
million of average daily net assets, and 0.03% on average daily net assets over
$500 million. The Administration Agreement provides for payment to the
Administrator of a minimum annual fee of $20,000. Firstar generally provides
for the administration of the Fund, including the coordination and monitoring
of any third parties furnishing services to the Fund, the preparation and
maintenance of financial and accounting records and the provision of the
necessary office space, equipment and personnel to perform administrative and
clerical functions.
Firstar also serves as the Fund's Custodian, Transfer Agent and Fund
Accountant. In its capacity as Transfer Agent, Firstar maintains the records
of each shareholder's account, processes purchases and redemptions of the
Fund's shares, acts as dividend and distribution disbursing agent and performs
other shareholder servicing functions.
DISTRIBUTION OF SHARES
AmeriPrime Financial Securities, Inc. (the "Distributor"), 1793 Kingswood
Drive, Suite 200, Southlake, Texas 76092, serves as the principal underwriter
to distribute the Fund's shares. Pursuant to an Underwriting Agreement with
the Fund, the Distributor will be paid a fee monthly equal to an annual rate of
0.05% of the Fund's average daily net assets, with a minimum annual fee of
$18,000. Pursuant to the Distribution Plan adopted by the Fund pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (the "Plan"), the Fund is
authorized to expend up to 0.25% annually of the Fund's average daily net
assets to cover expenses incurred in connection with the distribution of the
Fund's shares, including the Distributor's fee. Rule 12b-1 regulates the
manner in which a mutual fund may assume the costs of distributing and
promoting the sale of its shares. Under the Plan, the Distributor is appointed
the Fund's agent to distribute shares and provides office space and equipment,
personnel, literature distribution and advertising to promote the sale of the
Fund's shares. Payments under the Plan are made to compensate the Distributor
for its services, to reimburse the Distributor for its expenses and for the
fees it pays to dealers and other firms for selling Fund shares, servicing
shareholders and maintaining shareholder accounts. The 12b-1 fee may also be
used to defray the costs of advertising, sales literature and sales meetings.
In addition, the Plan also provides that the Adviser, in its sole discretion,
may utilize its own resources, including profits from its advisory fees, for
distributing and promoting sales of Fund shares.
Shares of the Fund may also be sold through banks or bank-affiliated
brokers. Any determination that such banks or bank-affiliated brokers are
prohibited from selling shares of the Fund under the Glass-Steagall Act would
have no material adverse effects on the Fund. State securities laws may
require such firms to be licensed as securities dealers in order to sell shares
of the Fund.
BUYING SHARES
GENERAL. You can purchase shares of the Fund from any dealer or other
person having a sales agreement with the Distributor or you can purchase shares
directly from the Fund. No matter how you purchase your shares, you pay no
sales load. You buy shares at the net asset value computed after your purchase
order is received and accepted as described below. Shares purchased through a
Qualified Dealer may be subject to administrative charges or transaction fees
imposed by the Dealer.
The minimum initial investment is $2,000 and subsequent investments are
$100 or more. The minimum initial investment for retirement plans not funded
by a payroll deduction is $250. The Fund reserves the right to waive the
minimum investment requirement for retirement plans funded by payroll deduction
plans.
There are three ways to make an initial investment in the Fund. One way
is to fill out the Application Form included in this Prospectus and mail it to
Firstar at the address on the Form. You must enclose a check payable as
indicated on the Form.
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<PAGE> 14
Another way to make an initial investment is to have your dealer order and
pay for the shares. In this case, you must pay your dealer. The dealer can
order the shares from the Adviser by telephone or wire. You may be charged a
fee if you effect transactions through a broker or agent.
The third way to purchase shares is by wire. Shares may be purchased at
any time by wiring federal funds directly to Firstar Trust Company. Prior to
an initial investment by wire, the shareholder should telephone Firstar to
advise them of the investment and to obtain an account number and instructions.
A completed Application Form should be mailed to Firstar after the initial
wire purchase. To assure proper credit, the wire instructions should be made
as follows:
Firstar Bank
Milwaukee, WI 53201
Federal Routing Number 075000022
Firstar Trust MFS A/C Number 112-952-137
THE KENWOOD FUNDS
KENWOOD GROWTH & INCOME FUND
Shareholder Name,
Shareholder Account Number
After your initial investment, you can make additional investments of at
least $100. Simply mail a check payable to "Firstar Trust Company," c/o The
Kenwood Funds, P.O. Box 701, Milwaukee, WI 53201. You can also send a check
via overnight courier to Firstar Trust Company, 615 E. Michigan Street,
Milwaukee, WI 53202. The check should be accompanied by a form which Firstar
will provide after each purchase. If you do not have a form, you should tell
Firstar that you want to invest the check in shares of the Fund. If you know
your account number, you should also give it to Firstar.
The Fund does not issue certificates for shares in the Fund. Instead,
shares purchased are automatically credited to an account maintained for you on
the books of the Fund by Firstar. You receive a statement showing the details
of the transaction and any other transactions you had during the current year
each time you add to or withdraw from your account.
TELEPHONE TRANSACTIONS
If you have telephone transaction privileges, you may redeem or exchange
shares by telephone. You automatically have telephone privileges unless you
elect otherwise. By exercising the telephone privilege to sell or exchange
shares, you agree that the Fund shall not be liable for following telephone
instructions reasonably believed to be genuine. Reasonable procedures will be
employed to confirm that such instructions are genuine and, if not employed,
the Fund may be liable for unauthorized instructions. Such procedures may
include a request for personal identification (account or social security
number) and tape recording of the instructions. Please note that exchanges by
phone may be made by any person, not just the shareholder of record. You
should verify the accuracy of telephone transactions immediately upon receipt
of your confirmation statement. The Fund reserves the right to terminate,
suspend or modify telephone transaction privileges. During unusual conditions,
the Fund may have difficulty accepting telephone transactions, in which case
you should mail your instructions to the Fund c/o Firstar Trust Company at 615
E. Michigan Street, Milwaukee, WI 53202.
EXCHANGING SHARES
As a service to our shareholders, the Kenwood Funds have established a
program whereby you can exchange your Kenwood Fund shares for shares of the
Portico Money Market Funds. These funds are no-load money market funds managed
by Firstar which offer check-writing privileges. The Portico Funds are
unrelated to the Kenwood Funds.
You may exchange your shares in the Fund for shares of the Portico
Money Market Funds at no additional charge. The Portico Funds consist of the
Money Market Fund (which is a general money market fund), U.S. Treasury Money
Market Fund, U.S. Government Money Market Fund, and Tax-Exempt Money Market
Fund. This exchange privilege is a convenient way to buy shares in a money
market fund in order to respond to changes in your goals or in market
conditions. Before exchanging into any of the Portico Funds, read the
applicable prospectus. To obtain a prospectus for the Portico Funds, call
toll-free 1-888-KENFUND (888-536-3863). There is no charge for exchange
transactions which are requested by mail. Firstar will charge a fee for each
exchange transaction that is executed over the phone. This fee is currently
$5.00. See "Other Information About Exchanging Shares" below for information
on the limits imposed on exchanges.
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<PAGE> 15
BY MAIL. To exchange your shares of the Fund into any of the Portico
Funds, complete and sign an application and mail it to:
Firstar Trust Company,
P.O. Box 701
Milwaukee, WI 53201
You may also send the application via overnight courier to Firstar Trust
Company at 615 E. Michigan Street, Milwaukee, WI 53202.
BY TELEPHONE. If you have authorized telephone transaction privileges in
your application, you may also make exchanges by calling toll-free
1-888-KENFUND (888-536-3863). Exchanges made over the phone may be made by any
person, not just the shareholder of record. Certain other limitations and
conditions apply to all telephone transactions. See "Telephone Transactions."
OTHER INFORMATION ABOUT EXCHANGING SHARES. All accounts opened as a
result of using the exchange privilege must be registered in the same name and
taxpayer identification number as your existing account with the Fund. Because
of the time needed to transfer money between the Fund and the Portico Money
Market Funds, you may not exchange into and out of the same fund on the same or
successive days; there must be at least one day between exchange transactions.
You may exchange your shares of the Fund only for shares that have been
registered for sale in your state. Remember that each exchange represents the
sale of shares of one fund and the purchase of shares of another. Therefore,
you could realize a taxable gain or loss on the transaction. If your account is
subject to backup withholding, you may not open another account using the
exchange privilege. Because excessive trading can hurt the Fund's performance
and shareholders, the Fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes excessive use of the
exchange privilege (more than five exchanges per calendar year). Your
exchanges may be restricted or refused by the Adviser if the Fund receives or
anticipates simultaneous orders affecting significant portions of the Fund's
assets. In particular, a pattern of exchanges with a "market timing" strategy
may be disruptive to the Fund. The Fund reserves the right to terminate or
modify the exchange privilege upon at least 60 days' written notice to
shareholders. A signature guarantee is not required except in cases where
shares are also redeemed for cash at the same time. The restriction or
termination of the exchange privilege does not affect the rights of
shareholders to redeem shares as discussed below. See "Redeeming Shares --
Signature Guarantees" for more information.
REDEEMING SHARES
You may redeem your shares through your securities dealer (who may charge
you a fee for this service) or directly by using one of the methods described
below. The price you will receive for any shares you redeem will be the next
net asset value of the shares redeemed computed after we have received your
order to redeem in proper form. See "Net Asset Value" for more information.
Normally, payment by check is made within seven days after the redemption
request is received with all required documents in proper form. However, if
any of the shares redeemed were recently purchased (i.e. within 15 days) and
payment was made by personal check, payment to you for those shares may be
delayed until your purchase check has cleared. These restrictions are not
applicable to shares purchased with a certified or cashier's check or by bank
wire or federal funds.
BY MAIL. You may redeem shares by sending your written request to redeem
your shares to our Transfer Agent at Firstar Trust Company, P.O. Box 701,
Milwaukee, WI 53201. You may also send the request via overnight courier to
Firstar Trust Company at 615 E. Michigan Street, Milwaukee, WI 53202. This
written request must: 1) be signed by all account owners exactly as the account
is registered (both parties must sign in the case of joint accounts), 2) state
the dollar amount or number of shares to be redeemed and 3) specify your
account number. Please remember that you cannot place any conditions on your
request.
BY TELEPHONE. You may redeem shares by calling us toll-free at
1-888-KENFUND (888-536-3863). We will then send the proceeds to you by mail.
However, please keep in mind the following: the check can only be issued for up
to $25,000; the check can only be issued to the registered owner (who must be
an individual); the check can only be sent to the address of record; and your
current address of record must have been on file for 15 days. See "Telephone
Transactions."
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<PAGE> 16
BY WIRE. You can redeem your shares by wire if you have selected this
option in your application and have named a commercial bank or savings
institution with a Federal Reserve Bank routing number. Once you have applied
for the wire redemption privilege, you can redeem shares in your account by
calling, toll-free, 1-888-KENFUND (888-536-3863) and providing your account
number. You may also use your wire privilege by mailing a signed request to
the Fund that includes your account number and the amount you wish to have
wired. The proceeds will be sent only to the financial institution you have
designated on your application. You may terminate the wire redemption
privilege by notifying us in writing. Changes in your bank account ownership
or bank account number (including the name of the financial institution) may be
made by written notice to us with your signature and those of any new owner
guaranteed. See "Signature Guarantees" below. Additional documents may be
required when shares are held by a corporation, partnership, executor,
administrator, trustee or guardian. The Transfer Agent charges a fee for each
wire transfer which is currently $12.00.
REDEMPTIONS BY THE FUND. The Fund reserves the right to redeem any single
shareholder account that falls below $2,000 due to shareholder redemptions.
However, before your account is redeemed, you will be notified in writing and
we will allow you 60 days to make additional share purchases to bring your
account value up to the minimum level.
OTHER LIMITATIONS. Redemptions may be suspended or payment dates
postponed when (i) the New York Stock Exchange is closed (or when trading is
restricted) for any reason other than its customary weekend or holiday closing;
(ii) an emergency exists as a result of which (A) disposal by the Fund of
securities owned by it is not reasonably practical or (B) it is not reasonably
practical for the Fund fairly to determine the value of its net assets; or
(iii) under any emergency circumstances as determined by the Securities and
Exchange Commission. In case of suspension of the right of redemption, you may
either withdraw your request for redemption or, if your request is not
withdrawn, receive payment based on the next net asset value computed after
termination of the suspension.
SIGNATURE GUARANTEES. For our mutual protection, we may require a
signature guarantee on certain transaction requests. A signature guarantee
verifies the authenticity of your signature, and may be obtained from any bank,
trust company, savings and loan association, credit union, broker-dealer firm
or member of a domestic stock exchange. A signature guarantee cannot be
provided by a notary public. If redemption proceeds or amounts exchanged are
$25,000 or less and are to be paid or credited to an individual shareholder of
record at the address of record, a signature guarantee is not required (unless
there has been an address change within 15 days). All other redemption or
exchange requests must have signatures guaranteed. Certain shareholders, such
as corporations, trusts and estates, may be required to submit additional
documents.
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<PAGE> 17
NET ASSET VALUE
The net asset value per share is computed by dividing the total value of
the assets of the Fund, minus its liabilities, by the total number of its
shares outstanding. The net asset value is determined on each day the New York
Stock Exchange is open, at the earlier of the close of the Exchange or 4:00
p.m. New York time. The price per share for purchases or redemptions made
directly through the Transfer Agent is such value next computed after the
Transfer Agent receives the purchase order or redemption request. Note that in
the case of redemptions and repurchases of shares owned by corporations, trusts
or estates, the Transfer Agent may require additional documents to effect the
redemption and the applicable price will be that next determined following the
receipt of the required documentation.
The Fund values its security holdings on the basis of market value.
Certain fixed-income securities may be valued based on market prices provided
by a pricing service. Fixed-income securities maturing within 60 days are
normally valued on the basis of amortized cost. If no market value is readily
available, such securities will be valued at a fair value determined by the
Board of Directors.
DIVIDENDS AND DISTRIBUTIONS
The Fund pays any income and capital gains distributions at least
annually. Distributions from the Fund will automatically be reinvested for you
on the payment date as additional shares of the Fund, unless you request
payment by check on your Application Form or make such a request later by
writing to the Fund. Your request will be effective for the current dividend
or distribution if it is received before the record date. Requests received
after that time will be effective beginning with the next dividend or
distribution.
As a protection, if two of your dividend checks are returned as
undeliverable, those undelivered dividends will be invested in additional
shares at the then current net asset value, and the account will be
redesignated as a dividend reinvestment account.
TAXES
This section is not intended to be a full discussion of all the aspects of
tax law and its effects on the Fund and its shareholders. Shareholders may be
subject to state and local taxes on distributions. Pending tax legislation
could affect the amount of taxes paid on certain investments. Taxes resulting
from the Fund's past investments are not reflective of taxes which will be due
in the future. Each investor should consult a tax advisor regarding the
effect of federal, state and local taxes on an investment in the Fund.
The Fund intends to qualify and remain qualified as a "regulated
investment company" under the Internal Revenue Code (the "Code"). The Fund
will distribute all of its taxable net income and net realized capital gains to
shareholders so that it will not itself have to pay any income taxes.
During its initial operations, the Fund may be a personal holding company
("PHC") under the Code due to substantial ownership of the Fund's shares by a
few shareholders. In that event, the Fund intends to distribute all its PHC
income so that there is no PHC tax imposed on the Fund.
Distributions of net investment income from the Fund are taxable to
shareholders as ordinary income. A portion of the income dividends received by
the Fund from U.S. corporations may qualify for the "dividends received"
deduction available to corporate shareholders. Distributions from net
long-term capital gains are taxable as long-term capital gains regardless of
how long Fund shares are owned. Distributions from net short-term capital
gains are taxable as ordinary income. Shareholders are informed annually of
the amount and nature of any income or gain. Distributions are taxable whether
received in cash or reinvested in additional shares. If the Fund distributes
less than the amount it is required to distribute during any year, a 4% excise
tax will be imposed on the undistributed amount. The Fund intends to declare
and distribute dividends during each year sufficient to prevent imposition of
the excise tax.
A dividend received shortly after the purchase of shares reduces the net
asset value of the shares by the amount of the dividend, and although in effect
a return of capital, such dividend will be taxable to the shareholder. If a
shareholder realizes a
14
<PAGE> 18
loss on the sale or exchange of any shares held for six months or less and if
the shareholder received a capital gain distribution during such six-month
period, then the loss is treated as a long-term capital loss to the extent of
the capital gain distribution.
If for any reason you don't provide the Fund with your correct Social
Security or Tax I.D. number (or certify that you are not subject to backup
withholding), the Fund is required by the Code to withhold 31% of taxable
dividends and proceeds of certain exchanges and redemptions.
RETIREMENT PLANS
The Fund offers a prototype Individual Retirement Account (IRA). The
Fund's Custodian, Firstar, acts as the custodian under the IRA plan. For
information on fees and necessary forms, please call toll-free 1-888-KENFUND
(888-536-3863) or write to the Fund. Please do not use the application
included with this prospectus to open your retirement plan account. Instead
call 1-888-KENFUND (888-536-3863) for a retirement plan account application.
Please consult your tax advisor to determine the effect of any of the plans on
your financial situation. In the future, the Fund may offer Simplified
Employee Pension ("SEP") Plans and model 403(b) plans for charitable,
educational and governmental entities. For more information, please call or
write to the Fund.
FUND PERFORMANCE
In reports or other communications to shareholders and in advertising
material, the Fund may compare its performance to recognized unmanaged indexes
or stock market averages such as the Standard & Poor's 500 Index, Dow Jones
Industrial Average, Standard & Poor's 400 Mid-Cap Index and New York Stock
Exchange Composite Index. Also, the Fund may compare its performance with that
of other mutual funds of comparable size and objectives as listed in the
rankings prepared by Lipper Analytical Services, Inc., or similar independent
services which monitor the performance of mutual funds or other industry or
financial publications. The Fund may also include evaluations published by
nationally recognized ranking services and by financial publications such as
Business Week, Forbes, Kiplinger's, Institutional Investor and Money Magazine.
The Fund's past performance should not be considered representative of future
performance of the Fund.
The Fund's average annual total return is computed by determining the
average annual compounded rate of return for a specified period that, if
applied to a hypothetical $1,000 initial investment, would produce the
redeemable value of the investment at the end of the period, assuming
reinvestment of all dividends and distributions and with recognition of all
recurring charges. The Fund may also utilize a total return for differing
periods computed in the same manner but without annualizing the total return.
The Fund's performance is a function of conditions in the securities
markets, portfolio management and operating expenses, and past results are not
necessarily indicative of future results. Performance information supplied by
the Fund may not provide a basis for comparison with other investments using
differing reinvestment assumptions or time periods.
ORGANIZATION OF THE FUND
The Kenwood Funds (the "Trust") is a Delaware business trust organized in
January, 1996. The Trust is registered as a diversified, open-end management
investment company. The Trust currently issues one series of shares, the
Kenwood Growth & Income Fund. Shares of the Trust are fully paid,
non-assessable, and freely transferable when issued, have equal noncumulative
voting rights and equal rights with respect to dividends, assets and
liquidation. The Board of Trustees may in the future create additional series
of shares, each of which would represent an interest in a separate portfolio
with its own investment objective and policies.
The Trust does not hold annual shareholder meetings, but does hold special
shareholder meetings when the Board of Trustees believes it is necessary or
when required by law. The Trust will hold a special meeting when requested in
writing by the holders of at least 10% of the shares eligible to vote at a
meeting. In addition, subject to certain conditions, shareholders of the Fund
may apply to the Fund to communicate with other shareholders to request a
shareholders' meeting to vote upon the removal of a Trustee or Trustees.
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<PAGE> 19
CERTAIN PROVISIONS OF THE TRUST INSTRUMENT. Under Delaware law, the
shareholders of the Fund are not personally liable for the obligations of the
Fund; a shareholder is entitled to the same limitation of personal liability
extended to shareholders of corporations.
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<PAGE> 20
THE KENWOOD FUNDS
10 South LaSalle Street
Suite 3610
Chicago, Illinois 60603
1-888-KENFUND
STATEMENT OF ADDITIONAL INFORMATION
August 15, 1997
This Statement provides information concerning the Growth & Income Fund
(the "Fund") which is a series of the Kenwood Funds. This Statement is not a
Prospectus and should be read in conjunction with the Fund's Prospectus dated
August 15, 1997, which may be obtained from the Fund.
The Trust's audited financial statements included in the Report to
Shareholders for the Fund dated April 30, 1997 are expressly incorporated
herein by reference and made a part of this Statement of Additional
Information. Copies of the Annual Report may be obtained free of charge from
the Fund.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
TOPIC PAGE
<S> <C>
FUNDAMENTAL INVESTMENT RESTRICTIONS .................. 2
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS .............. 2
LENDING PORTFOLIO SECURITIES ......................... 3
NET ASSET VALUE ...................................... 4
TRUSTEES AND OFFICERS ................................ 4
TRUSTEE COMPENSATION ................................. 5
CERTAIN SHAREHOLDERS ................................. 6
THE ADVISER .......................................... 6
CUSTODIAN, TRANSFER AGENT AND FUND ACCOUNTING AGENT .. 7
AUDITORS ............................................. 7
DISTRIBUTION PLAN .................................... 7
PORTFOLIO TRANSACTIONS AND BROKERAGE ................. 8
SHAREHOLDER MEETINGS ................................. 8
PERFORMANCE DATA ..................................... 9
</TABLE>
<PAGE> 21
FUNDAMENTAL INVESTMENT RESTRICTIONS
The investment restrictions enumerated below are fundamental and may
not be changed without the approval of the holders of the lesser of (i) 67% of
the eligible votes, if the holders of more than 50% of the eligible votes are
present in person or by proxy or (ii) more than 50% of the eligible votes.
(1) COMMODITIES. The Fund may not purchase or sell commodities or
commodity contracts except in respect to financial futures or
currencies.
(2) REAL ESTATE. The Fund may not purchase real estate.
(3) DIVERSIFICATION OF FUND INVESTMENTS.
(a) Fund Assets. With respect to 75% of the value of its total
assets, the Fund may not buy the securities of any issuer if more
than 5% of the value of the Fund's total assets would then be
invested in that issuer. Securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities and
repurchase agreements involving such securities ("U.S. Government
Securities"), are not subject to this limitation.
(b) Securities of Issuers. With respect to 75% of the value of
its total assets, the Fund may not purchase the securities of
any issuer if after such purchase the Fund would then own more
than 10% of such issuer's voting securities. U.S. Government
Securities are not subject to this limitation.
(4) INDUSTRY CONCENTRATION. The Fund may not purchase the securities
of companies in any one industry if 25% or more of the value of
the Fund's total assets would then be invested in companies having
their principal business activity in the same industry. U.S.
Government Securities are not subject to this limitation.
(5) SENIOR SECURITIES; BORROWING. The Fund may not issue senior
securities except as permitted under the Investment Company Act of
1940. The Fund may not pledge or hypothecate any of its assets,
except in connection with permitted borrowing. Transfers of
assets in connection with currency transactions are not subject to
these limitations if appropriately covered.
(6) UNDERWRITING. The Fund does not engage in the underwriting of
securities. (This does not preclude it from selling restricted
securities in its portfolio.)
(7) LENDING MONEY OR SECURITIES. The Fund may not lend money, except
that it may buy debt securities publicly distributed or traded or
privately placed and may enter into repurchase agreements. The
Fund may lend its portfolio securities subject to having 100%
collateral in cash or U.S. Government Securities. The Fund will
not lend securities if such a loan would cause more than 20% of
the value of its total assets to then be subject to such loans.
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS
In addition to the Fund's investment objective set forth in the
Prospectus, the Fund has adopted the following non-fundamental policies which
may be changed by the Board of Directors without shareholder approval.
(1) BORROWING. The Fund may not purchase securities when money
borrowed exceeds 5% of its total assets.
(2) ILLIQUID AND RESTRICTED SECURITIES. The Fund may not purchase or
hold illiquid securities if, as a result, more than 15% of its
net assets would be invested in such securities.
2
<PAGE> 22
(3) INVESTMENT COMPANIES. The Fund may not purchase securities of
open-end or closed-end investment companies except in compliance with the
Investment Company Act of 1940 and then only if no more than 5% of the
Fund's net assets would be so invested.
(4) LENDING PORTFOLIO SECURITIES. The Fund will not lend portfolio
securities if it causes more than 5% of its net assets to be subject to
such loans.
(5) MARGIN. The Fund may not purchase securities on margin, except
for use of short-term credit necessary for clearance of purchases of
portfolio securities.
(6) MORTGAGING. The Fund may not mortgage, pledge, hypothecate or,
in any manner, transfer any security owned by the Fund as security for
indebtedness except as may be necessary in connection with permissible
borrowings and other permissible investments or investments for currency
transactions and then such mortgaging, pledging or hypothecating may not
exceed 33 1/3% of the Fund's total assets at the time of borrowing or
investment.
(7) SHORT SALES. The Fund may not effect short sales of securities
unless it owns or has the right to obtain securities equivalent in kind
and amount to the securities sold short. This restriction does not apply
to financial futures or currency transactions.
(8) OPTIONS AND FUTURES CONTRACTS. The Fund may not engage in
transactions in futures or options except that this does not prohibit the
Fund from engaging in transactions in warrants as described above.
Except for limitations on borrowing and investment in illiquid securities,
any percentage restrictions contained in any fundamental or nonfundamental
restrictions apply as of the time of investment without regard to later
increases or decreases in the values of securities or total or net assets.
LENDING PORTFOLIO SECURITIES
Securities of the Fund may be lent to member firms of the New York Stock
Exchange and commercial banks with assets. Any such loans must be secured
continuously in the form of cash or cash equivalents, such as U.S. Treasury
bills. The amount of the collateral must, on a current basis, equal or exceed
the market value of the loaned securities and must be terminable upon notice,
at any time. The Fund will exercise its right to terminate a securities loan
in order to preserve its right to vote upon matters of importance affecting
holders of the securities. The fundamental investment restrictions state that
the Fund may not loan securities if the value of the securities loaned from the
Fund exceed 20% of the value of the Fund's total assets. However, as a matter
of non-fundamental policy, the Fund may not loan portfolio securities if it
would cause more than 5% of the Fund's net assets to be subject to such loans.
The advantage of such loans would be that the Fund continues to receive
the equivalent of the interest earned or dividends paid by the issuer on the
loaned securities while at the same time earning interest on the cash or
equivalent collateral.
Securities loans would be made to broker dealers and other financial
institutions to facilitate their deliveries of such securities. As with any
extension of credit there may be risks of delay in recovery and possibly loss
of rights in the loaned securities should the borrower of the loaned securities
fail financially. However, loans will be made only to those firms that the
Adviser deems creditworthy and only on such terms as the Adviser believes
should compensate for such risk. On termination of the loan the borrower is
obligated to return the securities to the Fund; any gain or loss in the market
value of the security during the loan period will inure to the Fund. Custodial
fees may be paid in connection with the loan.
3
<PAGE> 23
NET ASSET VALUE
Net asset value per share is determined by calculating the total value of
the Fund's assets, deducting total liabilities, and dividing the result by the
number of shares outstanding. The Fund does not price its shares or accept
orders for purchases or redemptions on days when the New York Stock Exchange
(the "Exchange") is closed. Such days are the following holidays: New Year's
Day, Martin Luther King Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. On each day
the Exchange is open for trading, the net asset value is determined as of the
earlier of 4:00 p.m. New York time or the close of the Exchange.
Portfolio securities traded on a securities exchange (including options on
indexes so traded) or securities listed on the NASDAQ National Market are
valued at the last sale price on the exchange or market where primarily traded
or listed or, if there is no recent sale price available, at the last current
bid quotation. Securities not so traded or listed are valued at the last
current bid quotation if market quotations are available. Money market
instruments maturing in 60 days or less are normally valued at amortized cost.
Money market securities having maturities over 60 days or for which amortized
cost is not deemed to reflect fair value, may be priced by independent pricing
services that use prices provided by market makers or estimates of market
values obtained from yield data relating to instruments or securities with
similar characteristics. Other securities, including restricted securities,
and other assets are valued at fair value as determined in good faith by, or
under the direction of, the Board of Trustees.
TRUSTEES AND OFFICERS
Information about the trustees and officers, including age as of June 30,
1997 and principal occupations during the past 5 years, is shown below.
*BARBARA L. BOWLES, CFA, 49 - Trustee and President of the Fund. Ms.
Bowles is the President of The Kenwood Group, Inc., the Adviser to the Fund.
Ms. Bowles is a board member of Black & Decker Corporation, the James River
Corporation, the Hyde Park Bank and Trust Company, the Chicago Urban League,
the Children's Memorial Hospital of Chicago, and a lifetime member of the
NAACP. Prior to founding The Kenwood Group in 1989, Ms. Bowles was Corporate
Vice President of Kraft, Inc. and was previously employed by Beatrice Companies
and First National Bank of Chicago. Her address is 10 South LaSalle Street,
Chicago, Illinois 60603.
PATTY LITTON DELONY, CFA, 48 - Trustee. Ms. Delony is a Principal of
Delony Associates Inc., a business consulting firm established in 1988,
specializing in research, analysis and writing. Formerly, she was a vice
president of Sara Lee Corporation. Her address is 20 E. Cedar Street, Chicago,
Illinois 60611.
LESTER J. DUGAS, JR., 72 - Trustee. Mr. Dugas is presently a Senior
Consultant to Summit Consulting Group, consultants in health care, finance and
education. He is a consultant to MORLES Enterprises, Ltd., marketers of
generating equipment, and a Senior Direct Distributor for NSA, Inc.,
manufacturers of water purification equipment, air filters and juicer products.
He is also on the Board of Directors of several charities. His address is
5000 S. Woodlawn Avenue, Chicago, Illinois 60615.
*REYNALDO P. GLOVER, 54 - Trustee. Mr. Glover is the Executive Vice
President-General Counsel of TLC Beatrice International Holding Company and of
counsel to the law firm, Rudnick & Wolfe. He also acts as general counsel for
the Adviser. From 1991 until 1994, Mr. Glover was a partner with the law firm
of Miller, Shakman, Hamilton, Kurtzon & Schlifke. From 1987 until 1991, Mr.
Glover was a partner with the law firm of Jenner & Block. From August, 1988
until September 1991, Mr. Glover also served as Chairman of the Board of
Trustees of the City Colleges of Chicago. In addition, he is active in many
civic, professional and social organizations. His address is 203 N. LaSalle
Street, Chicago, Illinois 60601.
CHALLIS M. LOWE, 51 - Trustee. Ms. Lowe is Executive Vice President,
responsible for Human Resources and Communications for Heller International
Corporation, a financial services company. She has been with Heller since
1993. Formerly, she was a Senior Vice President-Chief Administrative Officer
for Sanwa Business Credit Corporation. Her address is 500 W. Monroe Street,
Chicago, Illinois 60661.
4
<PAGE> 24
SHARON MORROW, 43 - Vice President and Secretary. Ms. Morrow is the Vice
President of Marketing/Client Services for The Kenwood Group. Prior to joining
The Kenwood Group in 1995, Ms. Morrow was Vice President of Marketing for
Pierce & Company L.P./M.O.S.A.I.C. Investment Advisers. Formerly, Ms. Morrow
was the Director of the District of Columbia Department of Finance and Revenue.
Ms. Morrow has passed the Series 6 and 63 examinations. Her address is 10
South LaSalle Street, Chicago, Illinois 60603.
CYNTHIA HARDY, 30 - Assistant Secretary. Ms. Hardy has been the Director
of Administration at The Kenwood Group since 1991. Prior to joining The
Kenwood Group, she was an accounting intern at Carr & Associates, a public
accounting and management consulting firm. Ms. Hardy has passed the Series 6
and 63 examinations. Her address is 10 South LaSalle Street, Chicago, Illinois
60603.
JOSEPH NEUBERGER, 35 - Assistant Secretary. Mr. Neuberger has been a Vice
President at Firstar Trust Company since 1994. Prior to joining Firstar, he
was a Manager with Arthur Andersen & Company LLP. His address is 615 E.
Michigan Street, Milwaukee, Wisconsin 53202.
MICHAEL KARBOUSKI, 32 - Assistant Secretary. Mr. Karbouski is a Trust
Officer at Firstar Trust Company in the Mutual Fund Services Group. Prior to
joining Firstar in 1995, he was a Business Development Representative with
Portico Funds. His address is 615 E. Michigan Street, Milwaukee, WI 53202.
SHELDON R. STEIN, 68 - Assistant Secretary. Mr. Stein is a partner at the
firm of D'Ancona & Pflaum, legal counsel to the Fund. His address is 30 North
LaSalle Street, Chicago, Illinois 60602.
- --------------
*Barbara Bowles is considered to be an "interested person" of the Fund, as
defined in the Investment Company Act of 1940 due to her relationship with the
Adviser. Reynaldo Glover is considered to be an "interested person" of the
Fund solely because of his role as attorney for the Adviser. The Fund does not
pay any direct compensation to employees of the Adviser.
TRUSTEE COMPENSATION
The compensation paid to the Trustees of the Trust, for the fiscal year
ended April 30, 1997 is set forth in the following table:
<TABLE>
<CAPTION>
Pension or Total Compensation
Aggregate Retirement Benefits Estimated Annual From the Trust (the
Compensation From Accrued As Part of Benefits Upon Trust is not in a
Name the Trust Trust Expenses Retirement Fund Complex)
- ------------------- ----------------- ------------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Patty Litton Delony $3,000 0 0 $3,000
Lester J. Dugas $3,000 0 0 $3,000
Reynaldo P. Glover $2,250 0 0 $2,250
Challis M. Lowe $2,250 0 0 $2,250
</TABLE>
5
<PAGE> 25
CERTAIN SHAREHOLDERS
The following table sets forth as of July 22, 1997, the name and holdings
of each person known by the Fund to be a record holder of more than 5% of its
outstanding shares. As of such date there were 130,952 shares outstanding.
<TABLE>
<CAPTION>
% of
Number of Outstanding
Name and Address Shares Owned Shares
- ---------------- ----------------------------------
<S> <C> <C>
Metropolitan Pier and Exposition 39,704 30.3%
Authority Retirement Plan
2301 S. Prairie Ave.
Chicago, IL 60616
Paul Hannah Md. MS Ltd. 14,501 11.1%
Profit Sharing Plan
4729 S. Greenwood Ave.
Chicago, IL 60615-1911
Barbara L. Bowles* 10,136 7.7%
C/O The Kenwood Group
10 S. LaSalle St. Ste. 3610
Chicago, IL 60603-1002
*Barbara Bowles owns 11.3% of the Fund either beneficially or of record.
**All officers and directors of the Fund beneficially own an aggregate of
14.1% of the Fund.
</TABLE>
Any shareholder owning greater than 25% of the voting securities of the
Fund is deemed to control the Fund. This means that such a shareholder may be
able to control the outcome of a shareholder vote.
THE ADVISER
The Kenwood Group, Inc., an Illinois corporation located at 10 South
LaSalle Street, Chicago, Illinois 60603, serves as the Fund's Adviser.
Barbara L. Bowles is the controlling shareholder of the Adviser. The Adviser
receives advisory fees monthly based upon the Fund's average daily net assets
at the following annual rate: 0.75% on the first $500 million of average net
assets, 0.70% on the next $500 million of average daily net assets, and 0.65%
on average daily net assets over $1 billion. The Adviser waived its entire fee
in fiscal year 1997 and absorbed $113,568 of Fund expenses so that Fund
expenses would not exceed .92%. If the Adviser had not waived its fee, its
total fee would have been $ 3,380 for fiscal year 1997. The Adviser may waive
all or a part of its fee, at any time, and at its sole discretion, but such
action shall not obligate the Adviser to waive any fees in the future. The
Adviser has agreed to waive its fee and to absorb Fund expenses at least
through the fiscal year ending April 30, 1998 so that total Fund expenses do
not exceed 1.00%.
In addition to the services described in the Fund's prospectus, the
Adviser will compensate all personnel, officers and trustees of the Fund if
such persons are employees of the Adviser. The Fund pays all other Fund
expenses including its organizational expenses, except to the extent that the
Adviser pays or reimburses such expenses.
Under the Advisory Agreement between the Fund and the Adviser, in the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties, the Adviser will not be liable for any act or omission
in the cause of, or connected with, rendering service under the Advisory
Agreement or for any losses that may be sustained in the purchase, holding or
sale of any security.
6
<PAGE> 26
The Adviser has adopted a Code of Ethics which regulates the personal
securities transactions of the Adviser's investment personnel and other
employees and affiliates with access to information regarding securities
transactions of the Fund. The Code of Ethics requires investment personnel to
disclose personal securities holdings upon commencement of employment and all
subsequent trading activity to the Adviser's Compliance Officer. Investment
personnel are prohibited from engaging in any securities transactions,
including the purchase of securities in a private offering, without the prior
consent of the Compliance Officer. Additionally, such personnel are prohibited
from purchasing securities in an initial public offering and are prohibited
from trading in any securities (i) for which the Fund has a pending buy or sell
order, (ii) which the Fund is considering buying or selling, or (iii) which the
Fund purchased or sold within seven calendar days.
CUSTODIAN, TRANSFER AGENT AND FUND ACCOUNTING AGENT
Firstar Trust Company ("Firstar"), 615 East Michigan Street, Milwaukee, WI
53202, serves as the Fund's custodian, transfer, fund accounting, shareholder
servicing and dividend-paying agent. The custodian has custody of all
securities and cash of the Fund. The custodian attends to the collection of
principal and income and the payment for, and the collection of proceeds of,
securities bought and sold by the Fund. Firstar also acts as the Fund's
Administrator pursuant to an Administration Agreement with the Fund as
described in the prospectus.
AUDITORS
The Fund's auditors are Coopers & Lybrand L.L.P., 411 E. Wisconsin Ave.,
Milwaukee, WI 53202. The services of the auditors include an audit of annual
financial statements included in the annual reports to shareholders, a review
of amendments to the registration statement filed with the Securities and
Exchange Commission, consultation on financial accounting and reporting
matters, and meeting with the Audit Committee of the Board of Trustees. In
addition, the auditors may provide assistance in preparation of the federal and
state income tax returns and related forms.
DISTRIBUTION PLAN
AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, serves as the principal underwriter to distribute the
Fund's shares. Pursuant to the Distribution Plan adopted by the Fund pursuant
to Rule 12b-1 under the Investment Company Act of 1940, the Fund is authorized
to expend up to 0.25% annually of the Fund's average daily net assets to pay
distribution fees and to cover certain expenses incurred in connection with the
distribution of the Fund's shares. Rule 12b-1 permits an investment company to
finance, directly or indirectly, any activity which is primarily intended to
result in the sale of its shares only if it does so in accordance with the
provisions of the Rule. For fiscal year ended April 30, 1997, the Fund paid
AmeriPrime Financial Securities, Inc. $ 1,127 to distribute the Fund's shares.
The Distribution Plan continues annually so long as it is approved in the
manner provided by Rule 12b-1 or unless earlier terminated by vote of the
majority of the Fund's Independent Trustees or a majority of the Fund's
outstanding shares. The Adviser is required to furnish quarterly written
reports to the Board of Trustees detailing the amounts expended under the
Distribution Plan. The Distribution Plan may be amended provided that all such
amendments comply with the applicable requirements then in effect under Rule
12b-1. Presently, Rule 12b-1 requires, among other procedures, that it be
continued only if a majority of the Independent Trustees approve continuation
at least annually and that amendments materially increasing the amount to be
spent for distribution be approved by the Independent Trustees and the
shareholders. As long as the Distribution Plan is in effect, the Fund must
commit the selection and nomination of candidates for new Independent Trustees
to the sole discretion of the existing Independent Trustees.
7
<PAGE> 27
PORTFOLIO TRANSACTIONS AND BROKERAGE
The Fund's securities trading and brokerage policies and procedures are
reviewed by and subject to the supervision of the Board of Trustees. The
Fund's policy is to seek to place portfolio transactions with those brokers or
dealers who will execute transactions as efficiently as possible and at
favorable prices. Many of these transactions involve the payment of brokerage
commissions by the Fund. In some cases, transactions are with firms that act
as principal for their own account. In effecting transactions in
over-the-counter securities, the Fund deals with market makers unless it
appears that better prices and execution are available elsewhere.
Subject to the policy of seeking favorable price and execution for the
transaction size and risk involved, in selecting brokers or dealers or
negotiating the commissions to be paid, the Adviser considers the firm's
financial responsibility and reputation, range and quality of services made
available to the Fund, and the professional services provided, including
execution, clearance procedures, wire service quotations, and ability to
provide supplemental performance, statistical and other research information
for consideration, analysis and evaluation by the staff of the Adviser. In
accordance with this policy, the Fund does not execute brokerage transactions
solely on the basis of the lowest commission rate available for a particular
transaction. Subject to the requirements of favorable price and efficient
execution, placement of orders by securities firms for the purchase of shares
of the Fund may be taken into account as a factor in the allocation of
portfolio transactions.
In addition, there may be times when an investment decision may be made to
purchase or sell the same security for the Fund and one or more clients of the
Adviser. If the Fund and the Adviser on behalf of other clients simultaneously
engage in the purchase or sale of the same security, the transactions will be
allocated as to amount and price in a manner considered equitable to each. In
some instances, this procedure could adversely affect the Fund but the Fund
deems that any disadvantage in the procedure would be outweighed by the
increased selection and the increased opportunity to engage in volume
transactions.
Research services furnished by brokers used by the Fund for portfolio
transactions may be utilized by the Adviser in connection with its investment
services for other accounts and, likewise, research services provided by
brokers used for transactions of other accounts may be utilized by the Adviser
in performing its services for the Fund. The Adviser determines the
reasonableness of the commissions paid in relation to its view of the value of
the brokerage and research services provided, considered in terms of the
particular transaction and its overall responsibilities with respect to all
accounts as to which it exercises investment discretion. As any particular
research obtained by the Adviser may be useful to the Fund, the Board of
Trustees, in considering the reasonableness of the commissions paid by the
Fund, will not attempt to allocate, or require the Adviser to allocate, the
relative costs or benefits of research.
For the fiscal year ended April 30, 1997 the Fund paid brokerage
commissions of $ 2,435.
SHAREHOLDER MEETINGS
The Fund does not hold annual shareholder meetings, but does hold special
shareholder meetings when the Board of Trustees believes it is necessary or
when required by law. The Fund will hold a special meeting when requested in
writing by the holders of at least 10% of the shares eligible to vote at a
meeting.
Trustees may be removed from office by a vote of the holders of a
majority of the outstanding shares at a meeting called for that purpose, which
meeting shall be held upon the written request of the holders of not less than
10% of the outstanding shares. Upon the written request of ten or more
shareholders who have been such for at least six months and who hold shares
constituting the lesser of $25,000 or 1% of the outstanding shares of the Fund
stating that such shareholders wish to communicate with the other shareholders
for the purpose of obtaining the signatures necessary to demand a meeting to
consider removal of a trustee, the Fund has undertaken to disseminate
appropriate materials at the expense of the requesting shareholders.
8
<PAGE> 28
PERFORMANCE DATA
Average annual total return measures both the net investment income
generated by, and the effect of any realized or unrealized appreciation or
depreciation of, the underlying investments in the Fund's investment portfolio.
The Fund's average annual total return figures are computed in accordance with
the standardized method prescribed by the Securities and Exchange Commission by
determining the average annual compounded rates of return over the periods
indicated, that would equate the initial amount invested to the ending
redeemable value, according to the following formula:
P(1 + T)(n) = ERV
Where: P =a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the period of a
hypothetical $1,000 payment made at the beginning of such
period
This calculation (i) assumes all dividends and distributions are
reinvested at net asset value on the appropriate reinvestment dates as
described in the prospectus, and (ii) deducts all recurring fees, such as
advisory fees, charged as expenses to all shareholder accounts.
The Fund's average annual total return for the fiscal year ended April 30,
1997 was 13.52%, which period also represents the life of the Fund.
Total return is the cumulative rate of investment growth which assumes
that income dividends and capital gains are reinvested. It is determined by
assuming a hypothetical investment at the net asset value at the beginning of
the period, adding in the reinvestment of all income dividends and capital
gains, calculating the ending value of the investment at the net asset value as
of the end of the specified time period, subtracting the amount of the original
investment, and dividing this amount by the amount of the original investment.
This calculated amount is then expressed as a percentage by multiplying by 100.
9
<PAGE> 29
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
Included in Part A
Financial Highlights
Included in Part B by incorporation by reference
Schedule of Investments at April 30, 1997
Statement of Assets and Liabilities at April 30, 1997
Statement of Operations for the year ended April 30, 1997
Statement of Changes in Net Assets for the year ended April 30, 1997
Notes to Financial Statements.
Report of Coopers & Lybrand L.L.P., Independent Auditors.
(b) Exhibits
1. Declaration of Trust, incorporated by reference to Registrant's
Registration Statement on Form N-lA, File No. 333-1171.
2. By-Laws, incorporated by reference to Registrant's Registration
Statement on Form N-lA, File No. 333-1171.
3. Not Applicable.
4. Not Applicable.
5. Investment Advisory Agreement, incorporated by reference to
Pre-Effective Amendment No. 2 on Form N-1A, File No. 333-1171.
6. Underwriting Agreement, as amended, incorporated by reference to
Pre-Effective Amendment No.2 on Form N-1A, File No. 333-1171.
7. Not Applicable.
8a. Custodian Agreement, incorporated by reference to Registrant's
Registration Statement on Form N-lA, File No. 333-1171.
8b. Transfer Agency Contract, incorporated by reference to
Registrant's Registration Statement on Form N-lA, File No. 333-1171.
<PAGE> 30
9. Not Applicable.
10. Opinion and Consent of Counsel as to Legality of Shares Being
Registered, incorporated by reference to Registrant's Registration
Statement on Form N-lA, File No. 333-1171.
11. Consent of Independent Auditors to Use of Report.
12. Not Applicable.
13. Financial Statements, included in Statement of Additional
Information.
14. Retirement Plans, incorporated by reference to Pre-Effective
Amendment No. 2 on Form N-1A, File No. 333-1171.
15. Rule 12b-1 Distribution Plan, incorporated by reference to
Registrant's Registration Statement on Form N-1A, File No.
333-1171.
16. Schedule for Computation of Performance Quotation, incorporated by
reference to Pre-Effective Amendment No. 2 on Form N1-A, File No.
333-1171.
17. Not Applicable.
18. Powers of Attorney, incorporated by reference to Registrant's
Registration Statement on Form N-lA, File No. 333-1171.
27. Financial Data Schedule
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not Applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of June 30, 1997 there were 73 holders of record of Registrant's
shares.
ITEM 27. INDEMNIFICATION
Reference is made to Article VIII of the Declaration of Trust of the
Registrant, filed as Exhibit 1 to Registrant's Initial Registration Statement
File No. 333-1171 which provides the following:
2
<PAGE> 31
No Trustee or officer of the Trust, when acting in such capacity, shall be
personally liable to any person other than the Trust or a beneficial owner for
any act, omission or obligation of the Trust or any Trustee. No Trustee or
officer shall be liable for any act or omission in his or her capacity as
Trustee or officer, or for any act or omission of any officer or employee of
the Trust or of any other person or party, provided that nothing contained
herein or in the Delaware Business Trust Act shall protect any Trustee or
officer against any liability to the Trust or to Shareholders to which such
Trustee or officer would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee or as an officer.
The Trust indemnifies each of its Trustees against all liabilities and
expenses (including amounts paid in satisfaction of judgments, in compromise,
as fines and penalties, and as counsel fees) reasonably incurred in connection
with the defense or disposition of any action, suit or other proceeding,
whether civil or criminal in which said Trustee may be involved or with which
said Trustee may be threatened, while as a Trustee or thereafter by reason of
being or having been such a Trustee except with respect to any matter as to
which said Trustee shall have been adjudicated to have acted in bad faith or
with willful misfeasance, gross negligence or reckless disregard of the duties
of office; provided that as to any matter disposed of by a compromise payment
by such person, pursuant to a consent decree or otherwise, no indemnification
either for said payment or for any other expenses shall be provided unless the
Trust shall have received a written opinion from independent legal counsel
approved by the Trustees to the effect that if either the matter of willful
misfeasance, gross negligence or reckless disregard of duty, or the matter of
bad faith had been adjudicated, it would in the opinion of such counsel had
been adjudicated in favor of such person. The rights accruing to any person
under these provisions shall not exclude any other right to which such person
may be lawfully entitled; provided that no person may satisfy any right of
indemnity or reimbursement hereunder except out of the property of the Trust.
The Trustees may make advance payments in connection with the indemnification
under this Section 8.2; provided that the indemnified person shall have given a
written undertaking to reimburse the Trust in the event it is subsequently
determined that such person is not entitled to such indemnification.
The Trust indemnifies the officers and has the power to indemnify
representatives and employees of the Trust, to the same extent that Trustees
are entitled to indemnification pursuant to this Section 8.2.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The Kenwood Group, Inc., the Registrant's investment adviser, renders
investment advisory services to individual, institutional and pension and
profit-sharing plan accounts. None of the officers or directors of the Adviser
have been engaged in other professions and/or employment capacities during the
past two fiscal years except as follows: (i) Sharon Morrow - Vice President of
Marketing/Client Services joined The Kenwood Group in 1995. Prior to joining
the Kenwood Group, Ms. Morrow was Vice President of Marketing for Pierce &
Company
3
<PAGE> 32
L.P./M.O.S.A.I.C. Investment Advisers. Prior to that she was the
Director of the District of Columbia, Department of Finance and Revenue; (ii)
Larry Jones - Executive Vice President, Senior Portfolio Manager and Market
Strategist joined the Kenwood Group in May 1997. Prior to joining The Kenwood
Group he served as the Chief Investment Officer and Portfolio Manager for W.R.
Lazard & Company. Prior to that Mr. Jones spent 12 years as Managing Director,
Portfolio Manager and Director of Investment Research at Equitable Capital
Management, now Alliance Capital Management.
ITEM 29. PRINCIPAL UNDERWRITERS
Not Applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
All documents and records related to portfolio transactions are located at
The Kenwood Funds, 10 S. LaSalle Street, Suite 3610, Chicago, IL 60603.
All other documents and records are located at Firstar Trust Company, 615
East Michigan Street, Milwaukee, WI 53202.
ITEM 31. MANAGEMENT SERVICES.
Not applicable.
ITEM 32. UNDERTAKINGS.
Registrant undertakes to furnish to each person to whom a Prospectus is
delivered, a copy of the Registrant's latest Annual Report to Shareholders,
upon request and without charge.
4
<PAGE> 33
THE KENWOOD FUNDS
SIGNATURES
Registrant certifies that this Amendment meets all of the requirements for
effectiveness pursuant to Rule 485 (b).
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago and State of
Illinois on the 11th day of August, 1997.
THE KENWOOD FUNDS
By: /s/ Jessica R. Droeger
--------------------------
Jessica R. Droeger,
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by Barbara L. Bowles in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
* Chief Executive and August 11, 1997
- ------------------ Principal Financial Officer
Barbara L. Bowles and Trustee
*Jessica R. Droeger signs this document on behalf of the Registrant and Barbara
L. Bowles pursuant to the Powers of Attorney filed as Exhibit 18 to
Registrant's Registration Statement on Form N-1A.
------------------
Jessica R. Droeger,
Attorney-in-Fact
<PAGE> 34
THE KENWOOD FUNDS
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
Patty Litton Delony* Trustee August 11, 1997
- ---------------------
Patty Litton Delony
Lester J. Dugas, Jr.* Trustee August 11, 1997
- ---------------------
Lester J. Dugas, Jr.
Reynaldo P. Glover* Trustee August 11, 1997
- ---------------------
Reynaldo P. Glover
Challis M. Lowe* Trustee August 11, 1997
- ---------------------
Challis M. Lowe
*Jessica R. Droeger signs this document on behalf of each of the foregoing
persons pursuant to the Powers of Attorney filed as Exhibit 18 to Registrant's
Registration Statement on Form N1-A.
/s/ Jessica R. Droeger
-----------------------
Jessica R. Droeger,
Attorney-in-Fact
<PAGE> 1
Exhibit 11
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
The Kenwood Funds - The Kenwood Growth & Income Fund
We consent to the incorporation by reference in Post-Effective Amendment
No. 3 to the Registration Statement of The Kenwood Funds on Form N-1A of our
report dated May 23, 1997 on our audit of the financial statements and
financial highlights of the Kenwood Growth & Income Fund, which report is
included in the Annual Report to Shareholders for the year ended April 30,
1997, which is incorporated by reference in the Registration Statement. We
also consent to the reference to our Firm under the caption "Auditors" in the
Statement of Additional Information.
COOPERS & LYBRAND L.L.P.
August 14, 1997
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0001006416
<NAME> THE KENWOOD FUNDS
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> MAY-01-1997
<PERIOD-END> APR-30-1997
<INVESTMENTS-AT-COST> 1,267,647
<INVESTMENTS-AT-VALUE> 1,290,869
<RECEIVABLES> 43,972
<ASSETS-OTHER> 3,960
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,338,801
<PAYABLE-FOR-SECURITIES> 22,903
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 45,296
<TOTAL-LIABILITIES> 68,199
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,228,036
<SHARES-COMMON-STOCK> 113,482
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 4,329
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 15,015
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 23,222
<NET-ASSETS> 1,270,602
<DIVIDEND-INCOME> 8,348
<INTEREST-INCOME> 4,168
<OTHER-INCOME> 0
<EXPENSES-NET> 4,146
<NET-INVESTMENT-INCOME> 8,370
<REALIZED-GAINS-CURRENT> 17,142
<APPREC-INCREASE-CURRENT> 23,222
<NET-CHANGE-FROM-OPS> 48,734
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,041
<DISTRIBUTIONS-OF-GAINS> 2,127
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 103,258
<NUMBER-OF-SHARES-REDEEMED> 332
<SHARES-REINVESTED> 555
<NET-CHANGE-IN-ASSETS> 1,270,602
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,380
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 117,714
<AVERAGE-NET-ASSETS> 451,782
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.14
<PER-SHARE-GAIN-APPREC> 1.21
<PER-SHARE-DIVIDEND> 0.10
<PER-SHARE-DISTRIBUTIONS> 0.05
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.20
<EXPENSE-RATIO> 0.92
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
