|
Registration No. 333-20637 and 811-8035 As filed with the Securities and Exchange Commission on July 28, 2000 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. Post-Effective Amendment No. 4 [X] ---- and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 7 [X] ----- AFBA FIVE STAR FUND, INC. ------------------------- (Exact Name of Registrant as Specified in Charter) BMA Tower, 700 Karnes Boulevard, Kansas City, MO 64108-3306 ----------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (816) 751-5900 -------------- (Registrant's Telephone Number, Including Area Code) Stephen S. Soden, BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306 ------------------------------------------------------------------------- (Name and Address of Agent for Service of Process) Approximate Date of Proposed Public Offering It is proposed that this filing will become effective (check appropriate box): immediately upon filing pursuant to paragraph (b) of Rule 485 [X] on July 28, 2000 pursuant to paragraph (b) of Rule 485 60 days after filing pursuant to paragraph (a)(1) of Rule 485 on (date) pursuant to paragraph (a)(1) of Rule 485 75 days after filing pursuant to paragraph (a)(2) of Rule 485 on (date) pursuant to paragraph (a)(2) of Rule 485 If appropriate, check the following box: this post-effective amendment designates a new effective date for a previously filed post-effective amendmentProspectus July 31, 2000 AFBA Five Star FundSM Shares of the Fund have not been approved or disapproved by the Securities and Exchange Commission nor has the Commission passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense. 100% pure no-load mutual funds Prospectus July 31, 2000 AFBA Five Star Fund, Inc. MANAGER: AFBA INVESTMENT MANAGEMENT COMPANY INVESTMENT COUNSEL: KORNITZER CAPITAL MANAGEMENT, INC. DISTRIBUTED BY: JONES & BABSON, INC. Table of Contents Page Information About the Funds Investment Objectives and Principal Investment Strategies 2 Principal Risk Factors 3 Past Performance 4 Fees and Expenses 6 Management and Investment Counsel 7 Financial Highlights 8 Information About Investing How to Purchase Shares 12 How to Redeem Shares 12 Shareholder Services 13 How Share Price is Determined 13 Distributions and Taxes 14 Additional Policies About Transactions 14 Conducting Business with the AFBA Five Star Fund, Inc. 16 Investment Objectives and Principal Investment Strategies The investment objectives and the manner in which the AFBA Five Star Funds will pursue their objectives are as follows: o AFBA Five Star Balanced Fund - seeks long-term capital growth and high current income by investing in common stocks, convertible bonds and convertible preferred stocks and corporate fixed income securities, many of which can be high-yielding, high risk securities. o AFBA Five Star Equity Fund - seeks long-term capital growth by investing at least 65% of its assets in common stocks of large capitalization companies most of which are listed on the New York Stock Exchange. o AFBA Five Star High Yield Fund - seeks high current income with long-term capital growth as a secondary objective by investing at least 65% of its assets in high yielding, high risk fixed income securities. o AFBA Five Star USA Global Fund - seeks long-term capital growth by investing in common stocks of companies based in the United States that receive greater than 40% of their revenues or income from global sales and operations. The international operations of these U.S. based companies will provide investors with exposure to at least three foreign countries. Market Capitalization: How much a company is considered to be worth. It equals the number of outstanding shares times the share price. Large capitalization companies are those in excess of $1 billion while small cap companies are valued under that figure. Each Fund's principal investment strategies used are described below: o AFBA Five Star Balanced Fund invests in a combination of common stocks, high yield, high risk corporate bonds and high yield, high risk convertible securities. The allocation of assets invested in each type of security is designed to balance yield income and long-term capital appreciation with reduced volatility of returns. The Fund expects to change its allocation mix over time based on the counsel's view of economic conditions and underlying security values. Usually, the counsel will invest at least 25% of the Fund's assets in equity securities and at least 25% in fixed-income securities. o AFBA Five Star Equity Fund invests in companies that meet specific cash flow criteria and/or are expected to benefit from long-term industry and technological trends that are likely to positively impact company performance. The cash flow criteria used by the counsel focuses on consistency and predictability of cash generation. Separately, long-term trends are identified with the purpose of investing in companies that should have favorable operating environments over the next three to five years. The final stock selection process includes: 1) ongoing fundamental analysis of industries and the economic cycle; 2) analysis of company-specific factors such as product cycles, management, etc.; and 3) rigorous valuation analysis. o AFBA Five Star High Yield Fund uses extensive fundamental research to identify potential fixed income investment opportunities among higher risk, higher yielding securities. Emphasis is placed on relative value and good corporate management. Specifically, the counsel may look at a number of past, present and estimated factors such as: 1) financial strength of the issuer; 2) cash flow; 3) management; 4) borrowing requirements; and 5) responsiveness to changes in interest rates and business conditions. o AFBA Five Star USA Global Fund identifies companies that exhibit consistent or predictable cash generation and/or are expected to benefit from long-term industry or technological trends. The counsel then selects securities based on: 1) fundamental analysis of industries and the economic cycle; 2) company-specific analysis such as product cycles, management, etc.; 3) rigorous valuation analysis; and, 4) the issuer must have substantial international operations. Temporary Investments - The Funds intend to hold a small percentage of cash or high quality, short-term debt obligations for reserves to cover redemptions and unanticipated expenses. There may be times, however, when the Funds may respond to adverse market, economic, political or other considerations by investing up to 100% of its assets in high quality short-term debt obligations or other defensive investments for temporary investment purposes. Keep in mind that a temporary defensive strategy still has the potential to lose money. The objectives and policies described above determine how the Funds are managed and may only be changed with the approval of the corresponding Fund's shareholders. Principal Risk Factors Market Risks - Equity securities are subject to market, economic and business risks that will cause their prices to fluctuate over time. Since the Funds (except AFBA Five Star High Yield) are normally invested in equity securities, the value of these Funds will go up and down. As with any mutual fund, there is a risk that you could lose money by investing in the Funds. Different types of investments shift in and out of favor depending on market and economic conditions. At various times stocks will be more or less favorable than bonds, and small company stocks will be more or less favorable than large company stocks. Because of this, the Funds will perform better or worse than other types of funds depending on what is in "favor." Fixed Income Risks - The yields and principal values of debt securities will also fluctuate. Generally, values of debt securities change inversely with interest rates. That is, as interest rates go up, the values of debt securities tend to go down and vice versa. Furthermore, these fluctuations tend to increase as a bond's maturity increases such that a longer term bond will increase or decrease more for a given change in interest rates than a shorter term bond. Default risk: The possibility that the issuer will fail to make timely payments of principal or interest to the Funds. High Yield Risks - AFBA Five Star Balanced and AFBA Five Star High Yield Funds invest in lower-rated, high yielding bonds (so-called "junk bonds"). These bonds have a greater degree of default risk than higher-rated bonds. Lower-rated securities may be issued by companies that are restructuring, are smaller and less credit worthy or are more highly indebted than other companies. Lower-rated securities also tend to have less liquid markets than higher-rated securities. In addition, market prices of lower-rated bonds tend to react more negatively to adverse economic or political changes, investor perceptions or individual corporate developments than higher-rated bonds. International Risks - International investing poses additional risks such as currency fluctuation and political instability. However, AFBA Five Star USA Global Fund limits these risks by investing only in U.S. companies traded in the U.S. and denominated in U.S. dollars. While this eliminates direct foreign investment, the companies the Fund invests in will experience these risks in their day-to-day business dealings. These risks are inherently passed on to the company's shareholders and in turn, to the Fund's shareholders. Past Performance The tables below and on the following page provide an indication of the risks of investing in the Funds. The tables on the left side show the total returns generated by the respective Fund for each calendar year. The tables on the right show how each Fund's average annual returns for certain periods compare with those of a relevant, widely recognized benchmark. Each table reflects all expenses of the respective Fund and assumes that all dividends and capital gains distributions have been reinvested in new shares of the Fund. Past performance is not necessarily an indication of how a Fund will perform in the future. CHART - AFBA Five Star Balanced Fund Annual Total Return as of December 31 of Each Year 1998 -0.4% 1999 6.7% Year-to-Date Return (through June 30, 2000) = 10.16% Best Quarter Ended June 30, 1999 = 9.7% Worst Quarter Ended September 30, 1998 = -11.9% Average Annual Total Return as of December 31, 1999 1 Year Since Inception* AFBA Five Star Balanced Fund 6.70% 6.10% S&P 500 Index 21.04% 25.91% S&P 500 Index and Merrill Lynch Bond Fund Weighted Average 5.60% 12.40% *Inception Date = June 3, 1997 CHART - AFBA Five Star Equity Fund Annual Total Return as of December 31 of Each Year 1998 6.4% 1999 13.2% Year-to-Date Return (through June 30, 2000) = 11.24% Best Quarter Ended December 31, 1998 = 16.5% Worst Quarter Ended September 30, 1998 = -16.4% Average Annual Total Return as of December 31, 1999 1 Year Since Inception* AFBA Five Star Equity Fund 13.20% 11.40% S&P 500 Index 21.04% 25.91% *Inception Date = June 3, 1997 CHART - AFBA Five Star High Yield Fund Annual Total Return as of December 31 of Each Year 1998 -6.0% 1999 2.3% Year-to-Date Return (through June 30, 2000) = 2.08% Best Quarter Ended September 30, 1997 = 4.4% Worst Quarter Ended September 30, 1998 = -6.3% Average Annual Total Return as of December 31, 1999 1 Year Since Inception* AFBA Five Star High Yield Fund 2.3% 1.0% Merrill Lynch High Yield Bond Index 1.6% 5.1% *Inception Date = June 3, 1997 CHART - AFBA Five Star USA Global Fund Annual Total Return as of December 31 of Each Year 1998 8.10% 1999 32.2% Year-to-Date Return (through June 30, 2000) = 17.31% Best Quarter Ended December 31, 1999 = 19.48% Worst Quarter Ended September 30, 1998 = 10.3% Average Annual Total Return as of December 31, 1999 1 Year Since Inception* AFBA Five Star USA Global Fund 32.20% 16.20% S&P 500 Index 21.04% 25.91% *Inception Date = June 3, 1997 The stock market and the major market indices, including the Standard & Poor's 500 Index, have been enjoying a period of great economic growth. The AFBA Five Star USA Global Fund's recent performance reflects this positive trend, however, investors are cautioned that such high total returns are likely not sustainable. Fees & Expenses The following tables describe the fees and expenses that you may pay if you buy and hold shares of each AFBA Five Star Fund. AFBA AFBA AFBA AFBA Five Star Five Star Five Star Five Star Balanced Equity High Yield USA Global Fund Fund Fund Fund Shareholder Fees (fees paid directly from your investment) Maximum Sales Charge (Load) Imposed on Purchases None None None None Maximum Deferred Sales Charge (Load) None None None None Maximum Sales Charge (Load) Imposed on Reinvested Dividends None None None None Redemption Fee None* None* None* None* Exchange Fee None None None None *A $10 fee is imposed for redemptions by wire. Annual Fund Operating Expenses (expenses that are deducted from Fund assets) Management Fees 1.00% 1.00% 1.00% 1.00% Distribution (12b-1) fees None None None None Other Expenses .19% .13% .26% .13% Total Annual Fund Operating Expenses** 1.19% 1.13% 1.26% 1.13% **The actual expenses paid by the Funds were 1.08% due to a fee assumption arrangement whereby Jones & Babson, Inc. voluntarily assumes Fund expenses in excess of that amount. Generally, as Fund assets increase expense ratios tend to decrease since fixed costs are spread over a larger asset base. The expense percentages set forth above are based on each Fund's annual operations for the fiscal year ended March 31, 2000. Fee Examples The following examples are intended to help you compare the cost of investing in each AFBA Five Star Fund with the cost of investing in other mutual funds. The examples assume that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The examples also assume that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 Year 3 Years 5 Years 10 Years AFBA Five Star Balanced Fund $121 $378 $654 $1,443 AFBA Five Star Equity Fund $115 $359 $622 $1,375 AFBA Five Star High Yield Fund $128 $400 $692 $1,523 AFBA Five Star USA Global Fund $115 $359 $622 $1,375 Management and Investment Counsel AFBA Investment Management Company acts as the Fund's investment and business manager and is a registered investment adviser under the Investment Advisers Act of 1940. It organized the Funds in 1997, and it acts as the Funds' investment and business manager. Pursuant to the current Management Agreement for each portfolio of the AFBA Five Star Fund, the Manager is responsible for providing or obtaining all management, supervisory and administrative services required in the normal operation of the Fund. This includes investment management and supervision; fees of the custodian, independent auditors and legal counsel; officers, directors and other personnel; rent; shareholder services; and other items incidental to corporate administration. Operating expenses not required in the normal operation of the Funds are payable by the Funds. These expenses include taxes, interest, governmental charges and fees, including registration of the Funds with the Securities and Exchange Commission and the various States, brokerage costs, dues, and all extraordinary costs including expenses arising out of anticipated or actual litigation or administrative proceedings. The Manager employs at its own expense Kornitzer Capital Management, Inc. to assist in the investment counseling function for the Funds. Kornitzer Capital Management, Inc. is an independent investment counseling firm founded in 1989. It serves a broad variety of individual, corporate and other institutional clients by maintaining an extensive research and analytical staff. It has an experienced investment analysis and research staff which eliminates the need for the Manager, Jones & Babson, Inc. or the Fund to maintain an extensive duplicate staff. The AFBA Five Star Funds are managed by a team of four individuals. John Kornitzer has over 29 years of investment experience. He served as investment manager at several Fortune 500 companies prior to founding Kornitzer Capital Management, Inc. in 1989. Kent Gasaway joined KCM in 1991 and is a Chartered Financial Analyst with 17 years of research and management experience. He holds a BS in Business Administration from Kansas State University. Tom Laming joined KCM in 1993 and is an experienced aerospace engineer and research analyst. He holds a BS in Physics from the University of Kansas, an MS in Aeronautics and Astronautics from MIT, and an MBA from Indiana University. Rob Male is a Chartered Financial Analyst with more than 10 years of investment research experience. Prior to joining KCM in 1997, Rob was an investment manager with USAA, San Antonio, TX, since 1992. He holds a B.S. in Business Administration from the University of Kansas and an MBA from Southern Methodist University. For its services, each Fund pays the Manager a fee at the annual rate of one percent (1.00%) of the Fund's average daily net assets. From this amount the Manager pays Kornitzer Capital Management a fee of one third of one percent (0.33%) and also pays Jones & Babson for transfer agent and administrative services a fee of one third of one percent (0.33%). AFBA Investment Management Company is located at 909 N. Washington Street, Alexandria, VA 22314. Jones & Babson serves as transfer agent and principal underwriter for the Funds and is located at BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306. Kornitzer Capital Management is located at 7715 Shawnee Mission Parkway, Shawnee Mission, KS 66202. Financial Highlights The financial highlights tables are intended to help you understand each Fund's financial performance since inception. Certain information reflects financial results for a single share of a Fund. The total returns in the tables represent the rate that an investor would have earned on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been derived from the Funds' financial statements which have been audited by Ernst & Young LLP and are included in the annual report, which is available upon request. AFBA Five Star Balanced Fund June 3, 1997 Years Ended March 31, (Inception Date) 2000 1999 to March 31, 1998 Net asset value, beginning of period $10.22 $11.39 $10.01 Income from investment operations: Net investment income 0.41 0.42 0.25 Net gains on securities (both realized and unrealized) 1.32 (1.17) 1.40 Total from investment operations 1.73 (0.75) 1.65 Less distributions: Dividends from net investment income (0.43) (0.40) (0.23) Distributions from capital gains (0.03) (0.02) (0.04) Total distributions (0.46) (0.42) (0.27) Net asset value, end of period $11.49 $10.22 $11.39 Total return* 17.39% (6.53%) 16.64% Ratios/Supplemental Data Net assets, end of period (in millions) $8 $5 $2 Ratio of expenses to average net assets** 1.08% 1.08% 1.08% Ratio of net investment income to average net assets** 4.01% 4.76% 4.06% Ratio of expenses to average net assets before voluntary expense reimbursement** 1.19% 1.33% 1.10% Ratio of net investment income to average net assets before voluntary expense reimbursement** 3.90% 4.51% 4.04% Portfolio turnover rate 44% 53% 57% *Total return not annualized for periods less than one full year **Annualized for periods less than one full year AFBA Five Star Equity Fund June 3, 1997 Years Ended March 31, (Inception Date) 2000 1999 to March 31, 1998 Net asset value, beginning of period $11.54 $11.77 $10.01 Income from investment operations: Net investment income 0.02 0.05 0.06 Net gains on securities (both realized and unrealized) 3.23 (0.22) 1.81 Total from investment operations 3.25 (0.17) 1.87 Less distributions: Dividends from net investment income (0.03) (0.06) (0.05) Distributions from capital gains - - (0.06) Total distributions (0.03) (0.06) (0.11) Net asset value, end of period $14.76 $11.54 $11.77 Total return* 28.22% (1.43%) 18.81% Ratios/Supplemental Data Net assets, end of period (in millions) $13 $7 $4 Ratio of expenses to average net assets** 1.08% 1.08% 1.04% Ratio of net investment income to average net assets** 0.15% 0.61% 0.94% Ratio of expenses to average net assets before voluntary expense reimbursement** 1.13% 1.23% - Ratio of net investment income to average net assets before voluntary expense reimbursement** 0.10% 0.46% - Portfolio turnover rate 31% 64% 76% *Total return not annualized for periods less than one full year **Annualized for periods less than one full year AFBA Five Star High Yield Fund June 3, 1997 Years Ended March 31, (Inception Date) 2000 1999 to March 31, 1998 Net asset value, beginning of period $9.12 $10.62 $10.01 Income from investment operations: Net investment income 0.80 0.60 0.34 Net gains on securities (both realized and unrealized) (0.42) (1.49) 0.59 Total from investment operations 0.38 (0.89) 0.93 Less distributions: Dividends from net investment income (0.78) (0.58) (0.32) Distributions from capital gains - (0.03) - Total distributions (0.78) (0.61) (0.32) Net asset value, end of period $8.72 $9.12 $10.62 Total return* 4.28% (8.45%) 9.37% Ratios/Supplemental Data Net assets, end of period (in millions) $5 $4 $1 Ratio of expenses to average net assets** 1.08% 1.08% 1.08% Ratio of net investment income to average net assets** 9.27% 7.47% 5.51% Ratio of expenses to average net assets before voluntary expense reimbursement** 1.26% 1.46% 1.11% Ratio of net investment income to average net assets before voluntary expense reimbursement** 9.09% 7.09% 5.48% Portfolio turnover rate 34% 11% 31% *Total return not annualized for periods less than one full year **Annualized for periods less than one full year AFBA Five Star USA Global Fund June 3, 1997 Years Ended March 31, (Inception Date) 2000 1999 to March 31, 1998 Net asset value, beginning of period $11.06 $11.17 $10.01 Income from investment operations: Net investment income 0.01 0.05 0.07 Net gains on securities (both realized and unrealized) 5.86 (0.11) 1.14 Total from investment operations 5.87 (0.06) 1.21 Less distributions: Dividends from net investment income (0.03) (0.05) (0.05) Distributions from capital gains - - - Total distributions (0.03) (0.05) (0.05) Net asset value, end of period $16.90 $11.06 $11.17 Total return* 53.11% (0.52%) 12.16% Ratios/Supplemental Data Net assets, end of period (in millions) $15 $6 $3 Ratio of expenses to average net assets** 1.08% 1.08% 1.04% Ratio of net investment income to average net assets** 0.03% 0.67% 1.07% Ratio of expenses to average net assets before voluntary expense reimbursement** 1.13% 1.30% - Ratio of net investment income to average net assets before voluntary expense reimbursement** (0.02%) 0.45% - Portfolio turnover rate 36% 19% 42% *Total return not annualized for periods less than one full year **Annualized for periods less than one full year How to Purchase Shares No Load Funds There are no sales commissions or Rule 12b-1 distribution fees How to Buy Shares (see chart on page 16 for details) By phone, mail or wire Through Automatic Monthly Investments Minimum Initial Investment $500 (unless you use our Automatic Investment Plan) $100 with an Automatic Monthly Investment Plan $250 for IRA and Uniform Transfer (Gift) to Minors accounts Minimum Additional Investment $100 by mail ($500 for wire purchases) $100 by telephone (ACH) $500 by wire $50 for Automatic Monthly Investments Minimum Account Size You must maintain a minimum account value equal to the current minimum initial investment (usually $500). If your account falls below this amount due to redemptions (not market action) we may ask you to increase the account to the minimum. If you do not bring the account up to the minimum within 60 days after we contact you, we will close the account and send your money to you. How to Redeem Shares You may withdraw from your account at any time in the following amounts: o any amount for redemptions requested by mail, phone or telegraph o $1,000 or more for redemptions wired to your account ($10 fee) o $50 or more for redemptions by a systematic redemption plan (there may be a fee) o $100 or more for redemptions by automatic monthly exchange to another fund o $100 or more via ACH; there is no fee but funds may take 4 days to reach your account Shareholder Services The following services are also available to shareholders. Please call 1-800-243-9865 for more information: o Uniform Transfers (Gifts) to Minors accounts o Accounts for corporations or partnerships o Sub-Accounting Services for Keogh, tax qualified retirement plans, and others o Prototype Retirement Plans for the self-employed, partnerships and corporations o Traditional IRA accounts o Roth IRA accounts o Simplified Employee Pensions (SEPs) How Share Price is Determined Shares of each Fund are purchased or redeemed at its net asset value per share next calculated after your purchase order and payment or redemption order is received by the Fund in good order. In the case of certain institutions which have made satisfactory payment or redemption arrangements with the Funds, orders may be processed at the net asset value per share next effective after receipt by that institution. The net asset value is calculated by subtracting from the Fund's total assets any liabilities and then dividing into this amount the total outstanding shares as of the date of the calculation. The net asset value per share is computed once daily, Monday through Friday, at 4:00 p.m. (Eastern Time) on days when the Funds are open for business (generally the same days that the New York Stock Exchange is open for trading). The Funds are generally closed on weekends, national holidays and Good Friday. Each security owned by a Fund that is listed on an Exchange is valued at its last sale price on that Exchange on the date as of which assets are valued. Where the security is listed on more than one Exchange, the Fund will use the price of that Exchange which it generally considers to be the principal Exchange on which the stock is traded. Lacking sales, the security is valued at the mean between the last bid and asked prices. An unlisted security for which over-the-counter market quotations are readily available is valued at the mean between the last bid and asked prices. When market quotations are not readily available, any security or other asset is valued at its fair value as determined in good faith by the respective Board of Directors. Distributions and Taxes The AFBA Five Star Balanced Fund and the AFBA Five Star High Yield Fund pay distributions from net investment income quarterly, usually in March, June, September and December. The AFBA Five Star Equity Fund and the AFBA Five Star USA Global Fund pay distributions from net investment income semi-annually, usually in June and December. Distributions from net capital gains realized on the sale of securities will be declared by the AFBA Five Star Balanced Fund annually on or before December 31 and by the AFBA Five Star Equity Fund, AFBA Five Star High Yield Fund and AFBA Five Star USA Global Fund semi-annually, usually in June and December. Your distributions will be reinvested automatically in additional shares of the Fund, unless you have elected on your original application, or by written instructions filed with the Fund, to have them paid in cash. We automatically reinvest all dividends under $10.00 in additional shares of the Fund. There are no fees or sales charges on reinvestments. Tax Considerations - In general, distributions from a Fund are taxable to you as either ordinary income or capital gains. This is true whether you reinvest your distributions in additional shares of a Fund or receive them in cash. Any capital gains a Fund distributes are taxable to you as long-term capital gains no matter how long you have owned your shares. When you sell your shares of a Fund, you may have a capital gain or loss. For tax purposes, an exchange of your Fund shares for shares of a different AFBA Five Star Fund or a Babson Money Market Fund is the same as a sale. The individual tax rate on any gain from the sale or exchange of your shares depends on how long you have held your shares. Fund distributions and gains from the sale or exchange of your shares will generally be subject to state and local income tax. Non-U.S. investors may be subject to U.S. withholding and estate tax. You should consult your tax advisor about the federal, state, local or foreign tax consequences of your investment in a Fund. Backup Withholding - By law, the Funds must withhold 31% of your taxable distributions and proceeds if you do not provide your correct taxpayer identification number (TIN) or certify that your TIN is correct, or if the IRS instructs the Funds to do so. Every January, you will receive a statement that shows the tax status of distributions you received for the previous year. Distributions declared in December but paid in January are taxable as if they were paid in December. Additional Policies About Transactions We cannot process transaction requests that are not complete and in good order as described in this section. We may cancel or change our transaction policies without notice. To avoid delays, please call us if you have any questions about these policies. Purchases - We may reject orders when not accompanied by payment or when in the best interest of the Funds and their shareholders. Redemptions - We try to send proceeds as soon as practical. In any event, we send proceeds by the third business day after we receive a completed request in good order. We cannot accept requests that contain special conditions or effective dates. We may request additional documentation to ensure that a request is genuine. Under certain circumstances, we may pay you proceeds in the form of portfolio securities owned by the Fund being redeemed. If you receive securities instead of cash, you will incur brokerage costs when converting into cash. Market Timers - The Funds may refuse to sell shares to market timers. You will be considered a market timer if you (i) request a redemption of Fund shares within two weeks of an earlier purchase request, (ii) make investments of large amounts of $1 million or more followed by a redemption request in close proximity to the purchase or (iii) otherwise seem to follow a timing pattern. Shares under common ownership or control are combined for these purposes. If you request a redemption within 15 days of purchase, we will delay sending your proceeds until we have collected unconditional payment, which may take up to 15 days from the date of purchase. For your protection, if your account address has been changed within the last 30 days, your redemption request must be in writing and signed by each account owner, with signature guarantees. The right to redeem shares may be temporarily suspended in emergency situations only as permitted under federal law. Signature Guarantees - You can get a signature guarantee from most banks, credit unions, savings & loans or securities broker/dealers, but not a notary public. For your protection, we require a guaranteed signature if you request: o A redemption check sent to a different payee, bank or address than we have on file. o A redemption check mailed to an address that has been changed within the last 30 days. o A redemption for $10,000 or more in writing. o A change in account registration or redemption instructions. Corporations, Trusts and Other Entities - Additional documentation is normally required for corporations, fiduciaries and others who hold shares in a representative or nominee capacity. We cannot process your request until we have all documents in the form required. Please call us first to avoid delays. Exchanges to Another Fund - You must meet the minimum investment requirement of the AFBA Five Star Fund you are exchanging into. The names and registrations on the two accounts must be identical. Your shares must have been held in an open account for 15 days or more and we must have received good payment before we will exchange shares. You should review the prospectus of the fund being purchased. Call us for a free copy. Telephone and Internet Services (when available) - During periods of increased market activity, you may have difficulty reaching us by telephone. If this happens, contact us by mail or internet (when available). We may refuse a telephone request, including a telephone or internet (when available) redemption request. We will use reasonable procedures to confirm that telephone or internet (when available) instructions are genuine. If such procedures are followed and we reasonably believe the instructions are genuine, the Funds are not liable for losses due to unauthorized or fraudulent instructions. At our option, we may limit the frequency or the amount of telephone or internet (when available) redemption requests. Neither the Funds nor Jones & Babson, Inc. assumes responsibility for the authenticity of telephone or internet (when available) redemption requests. Chart Conducting Business with the AFBA Five Star Fund By Phone 1-888-578-2733 You must authorize each type of telephone transaction on your account application or the appropriate form, available from us. All account owners must sign. When you call, we may request personal identification and tape record the call. How to Open an Account If you already have an account with us and you have authorized telephone exchanges, you may call to open an account in another AFBA Five Star Fund by exchange ($500 minimum). The names and registrations on the accounts must be identical. How to add to an account You may make investments ($100 minimum) by telephone. After we have received your telephone call, we will deduct from your checking account the cost of the shares. Availability of this service is subject to approval by the Funds and participating banks. How to sell shares Not applicable. How to exchange shares You may exchange shares ($1,000 minimum or the initial minimum fund requirement) for shares in another AFBA Five Star Fund. The shares being exchanged must have been held in open account for 15 days or more. By Mail Initial Purchases and all Redemptions: AFBA Five Star Fund, Inc. P.O. Box 219757 Kansas City, MO 64121-9757 Subsequent Purchases: AFBA Five Star Fund, Inc. P.O. Box 219779 Kansas City, MO 64121-9779 How to Open an Account Complete and sign the application which accompanies this Prospectus. Your initial investment must meet the minimum amount. Make your check payable to UMB Bank, c/f AFBA Five Star Fund, Inc. How to add to an account Make your check ($100 minimum) payable to UMB Bank, c/f AFBA Five Star Fund, Inc. and mail it to us. Always identify your account number or include the detachable reminder stub (from your confirmation statement). How to sell shares In a letter, include the genuine signature of each registered owner (exactly as registered), the name of each account owner, the account number and the number of shares or the dollar amount to be redeemed. We will send funds only to the address of record. How to exchange shares In a letter, include the genuine signature of each registered owner, the account number, the number of shares or dollar amount to be exchanged ($1,000 minimum) and the Babson Money Market or AFBA Five Star Fund, Inc. Fund into which the amount is being transferred. By Wire UMB Bank, n.a., Kansas City, Missouri, ABA #101000695 For AFBA _________________ Fund AC=9870871061 OBI = (your account number and account name) How to Open an Account Call us first to get an account number. We will require information such as your Social Security or Taxpayer Identification Number, the amount being wired ($500 minimum), and the name and telephone number of the wiring bank. Then tell your bank to wire the amount. You must send us a completed application as soon as possible or payment of your redemption proceeds will be delayed. How to add to an account Wire share purchases ($500 minimum) should include the names of each account owner, your account number and the AFBA Five Star Fund in which you are purchasing shares. You should notify us by telephone that you have sent a wire purchase order to UMB Bank, n.a. How to sell shares Redemption proceeds ($1,000 minimum) may be wired to your pre-identified bank account. A $10 fee is deducted. If we receive your written request before 4:00 P.M. (Eastern Time) we will normally wire funds the following business day. If we receive your written request after 4:00 P.M. (Eastern Time), we will normally wire funds on the second business day. Contact your bank about the time of receipt and availability. How to exchange shares Not applicable. Through Automatic Transaction Plans You must authorize each type of automatic transaction on your account application or complete an authorization form, available from us upon request. All registered owners must sign. How to Open an Account Not applicable. How to add to an account Automatic Monthly Investment: You may authorize automatic monthly investments in a constant dollar amount ($50 minimum) from your checking account. We will draft your checking account on the same day each month in the amount you authorize. How to sell shares Systematic Redemption Plan: You may specify a dollar amount ($50 minimum) to be withdrawn monthly or quarterly or have your shares redeemed at a rate calculated to exhaust the account at the end of a specified period. A fee of $1.50 or less may be charged for each withdrawal. You must own shares in an open account valued at $10,000 when you first authorize the systematic redemption plan. You may cancel or change your plan or redeem all your shares at any time. We will continue withdrawals until your shares are gone or until the Fund or you cancel the plan. How to exchange shares Monthly Exchanges: You may authorize monthly exchanges from your account ($100 minimum) to another AFBA Five Star Fund or a Babson Money Market Fund. Exchanges will be continued until all shares have been exchanged or until you terminate the service. AFBA Five Star FundSM AFBA Five Star Balanced Fund AFBA Five Star Equity Fund AFBA Five Star High Yield Fund AFBA Five Star USA Global Fund Additional Information This Statement of Additional Information (SAI) contains additional information about the Funds and is incorporated by reference into this Prospectus. The Fund's annual and semi-annual reports to shareholders contain additional information about the Fund's investments. In the Fund's annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund's performance during its last fiscal year. You may obtain a free copy of these documents by calling, writing or e-mailing the Fund as shown below. You also may call the toll free number given below to request other information about the Fund and to make shareholder inquiries. You may review and copy the SAI and other information about the Funds by visiting the Securities and Exchange Commission's Public Reference Room in Washington, DC (202-942-8090) or by visiting the Commission's Internet site at http://www.sec.gov. Copies of this information also may be obtained, upon payment of a duplicating fee, by writing to the Public Reference Section of the Commission, Washington, DC 20549-6009. AFBA Five Star FundSM AFBA Investment Management Company 909 N. Washington Street Alexandria, Virginia 22314 1-800-243-9865 www.afba.com Shareholder Inquiries 1-888-578-2733 JB17D (7/00) Investment Company Act file number 811-8035 PART B AFBA FIVE STAR FUND, INC. Consisting of: AFBA FIVE STAR BALANCED FUND AFBA FIVE STAR EQUITY FUND AFBA FIVE STAR HIGH YIELD FUND AFBA FIVE STAR USA GLOBAL FUND STATEMENT OF ADDITIONAL INFORMATION July 31, 2000 This Statement of Additional Information is not a Prospectus but should be read in conjunction with the current Prospectus of the Funds' dated July 31, 2000. To obtain the Prospectus or any Annual or Semi-Annual Report to shareholders, please call the Fund toll-free at 1-800-243-9865. TABLE OF CONTENTS Page ---- Introduction 2 Information About the Funds' Investments 2 Objectives and Principal Investment Strategies 2 Risk Factors 4 Fundamental Investment Policies and Restrictions 6 Non-Fundamental Investment Policies and Restrictions 7 Fund Transactions 7 Performance Measures 8 Total Return 9 Performance Comparisons 9 Purchasing and Selling Shares 10 Purchases 10 Sales (Redemptions) 11 Signature Guarantees 11 How Share Price Is Determined 11 Additional Purchase and Redemption Policies 12 Management of the Company and Fund 12 Directors and Officers 12 Compensation 13 Manager and Investment Counsel 14 Custodian 14 Independent Auditors 15 Underwriter, Distributor and Transfer Agent 15 Distributions and Taxes 15 Financial Statements 16 General Information and History 16 Appendix-Credit Ratings 17 INTRODUCTION AFBA Five Star Balanced Fund, AFBA Five Star Equity Fund, AFBA Five Star High Yield Fund and AFBA Five Star USA Global Fund (hereafter, the "Funds") are each an open-end diversified management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). This classification means that the assets of the Funds are invested in a diversified portfolio of securities and the Funds operate as mutual funds, allowing shareholders to buy and sell shares at any time (as described in the Prospectus). This Statement of Additional Information supplements the information contained in the Prospectus of the Funds. INFORMATION ABOUT THE FUNDS' INVESTMENTS Objectives and Principle Investment Strategies. Each Fund's objectives and policies as described in this section will not be changed without approval of a majority of the Fund's outstanding shares. AFBA Five Star Balanced Fund - seeks both long-term capital growth and high current income. Long-term capital growth is intended to be achieved primarily by the Fund's investment in common stocks and secondarily by the Fund's investment in convertible bonds and convertible preferred stocks. High current income is intended to be achieved by the Fund's investment in corporate bonds, government bonds, mortgage-backed securities, convertible bonds, preferred stocks and convertible preferred stocks. It is expected that the majority of common stocks purchased by the Fund will be large capitalization companies with most, if not all, listed on the New York Stock Exchange. Large capitalization stocks are considered to be those with capitalization in excess of $1 billion. It is not the manager's intention to make wide use of Nasdaq-traded, smaller capitalization common stocks (capitalization of less than $1 billion). The Fund may invest up to 75% of its assets in corporate bonds, convertible bonds, preferred stocks and convertible preferred stocks. The manager expects that generally these securities may be rated below investment grade (BBB) or its equivalent by the major rating agencies. Securities rated below Baa by Moody's or BBB by Standard & Poor's are commonly known as junk bonds and are considered to be high risk. Yields on such bonds will fluctuate over time, and achievement of the Fund's investment objective may be more dependent on the Fund's own credit analysis than is the case for higher rated bonds. Up to 20% of the Fund's assets may be invested in debt securities which are rated less than B or are unrated. The Fund will not invest in securities that, at the time of initial investment, are rated less than B by Moody's or Standard & Poor's. Securities that are subsequently downgraded in quality below B may continue to be held by the Fund, and will be sold only at the Fund adviser's discretion. In addition, the credit quality of unrated securities purchased by the Fund must be, in the opinion of the Fund's adviser, at least equivalent to a B rating by Moody's or Standard & Poor's. Securities rated less than Baa by Moody's or BBB by Standard & Poor's are classified as non-investment grade securities. Such securities carry a high degree of risk and are considered speculative by the major credit rating agencies. (See "Risk Factors Applicable to High Yielding Debt Securities.") AFBA Five Star Equity Fund - seeks long-term capital growth by investing primarily in common stocks. Realization of dividend income is a secondary consideration. AFBA Five Star Equity Fund will normally invest in a broad array of common stocks, in terms of companies and industries. It is expected that the majority of common stocks purchased in the Fund will be large capitalization companies with most, if not all, listed on the New York Stock Exchange. AFBA Five Star High Yield Fund - primarily seeks a high level of current income and secondarily, capital growth. The Fund invests primarily in a diversified portfolio of high-yielding fixed income securities. High current income is intended to be achieved by the Fund's investment in fixed income securities, without restriction, such as corporate bonds, government bonds, convertible bonds, preferred stocks and convertible preferred stocks. The Fund may not invest in foreign government bonds. Capital growth is intended to be achieved by the appreciation of fixed income and equity investments held in the Fund. The Fund may invest up to 100% of its assets in fixed income securities, including without limitation, corporate bonds, convertible bonds, preferred stocks and convertible preferred stocks. These securities may be rated below investment grade by the major rating agencies or, if unrated, are in the opinion of the manager of similar quality. Securities rated Baa and below by Moody's or BBB and below by Standard & Poor's are commonly known as "junk bonds" and are considered to be high risk (see "Risk Factors Applicable to High Yielding Debt Securities"). Yields on such bonds will fluctuate over time, and achievement of the Fund's investment objective may be more dependent on the Fund's own credit analysis than is the case for higher rated bonds. Up to 20% of the Fund's assets may be invested in debt securities which are rated less than B at the time of purchase or if unrated are in the opinion of the manager of similar quality. Securities rated B or higher at the time of purchase, which are subsequently downgraded, will not be subject to this limitation. The lowest rating that may be held in the Fund is D, or that of defaulted securities. The Fund will not purchase obligations that are in default, but may hold in the portfolio securities that go into default subsequent to acquisition by the Fund. The proportion of the Fund invested in each type of security is expected to change over time in accordance with the investment manager's interpretation of economic conditions and underlying security values. However, it is expected that a minimum of 65% of the Fund's total assets will always be invested in fixed income securities and that a maximum of 10% of its total assets will be invested in equity securities. The Fund's flexible investment policy allows it to invest in securities with varying maturities; however, it is anticipated that the average maturity of securities acquired by the Fund will not exceed 15 years. The average maturity of the Fund will be generally ten years or less. Sometimes the manager may believe that a full or partial temporary defensive position is desirable, due to present or anticipated market or economic conditions. To achieve a defensive posture, the manager may take any one or more of the following steps with respect to assets in the Fund's portfolio: (1) shortening the average maturity of the Fund's debt portfolio; (2) holding cash or cash equivalents; and (3) emphasizing high-grade debt securities. Use of a defensive posture by the Fund's manager may involve a reduction in the yield on the Fund's portfolio AFBA Five Star USA Global Fund - seeks capital growth by investing in common stocks of companies based in the United States that receive greater than 40% of their revenues or income from international operations; measured as of the preceding four completed quarters of business or the respective company's most recently completed fiscal year. The Fund will invest in common stocks considered by the manager to have above average potential for appreciation; income is a secondary consideration. Under normal circumstances, the Fund will invest a majority of its assets in common stocks listed on the New York Stock Exchange. Cash Management. For purposes including, but not limited to, meeting redemptions and unanticipated expenses, the Funds may invest a portion of their assets in cash or high-quality, short term debt obligations readily changeable into cash. In addition, the Funds may invest up to 100% of their respective assets in such securities for temporary, emergency purposes. Such high quality, short-term obligations include: money market securities, commercial paper, bank certificates of deposit, and repurchase agreements collateralized by government securities. Investments in commercial paper are restricted to companies in the top two short-term rating categories by Moody's Investment Service, Inc. (Moody's) and Standard & Poor's Corporation. Repurchase Agreements. The Funds may invest in issues of the United States Treasury or a United States government agency subject to repurchase agreements. A repurchase agreement involves the sale of securities to the Fund with the concurrent agreement by the seller to repurchase the securities at the Fund's cost plus interest at an agreed rate upon demand or within a specified time, thereby determining the yield during the Fund's period of ownership. The result is a fixed rate of return insulated from market fluctuations during such period. Under the 1940 Act, repurchase agreements are considered loans by the respective Fund. The Funds will enter into repurchase agreements only with United States banks having assets in excess of $1 billion which are members of the Federal Deposit Insurance Corporation, and with certain securities dealers who meet the qualifications set from time to time by the Board of Directors of the Company. The term to maturity of a repurchase agreement normally will be no longer than a few days. Repurchase agreements maturing in more than seven days and other illiquid securities will not exceed 15% of the net assets of the Fund. Covered Call Options. Each Fund is authorized to write (i.e. sell) covered call options on the securities in which it may invest and to enter into closing purchase transactions with respect to certain of such options. A covered call option is an option where the Fund in return for a premium gives another party a right to buy specified securities owned by the Fund at a specified future date and price set at the time of the contract. (See "Risk Factors Applicable to Covered Call Options.") Covered call options are intended to serve as a partial hedge against any declining price of the underlying securities. Money Market Securities. Investments by the Funds in money market securities shall include government securities, commercial paper, bank certificates of deposit and repurchase agreements collateralized by government securities. Investment in commercial paper is restricted to companies in the top two rating categories by Moody's and Standard & Poor's. Asset-Backed Securities. The AFBA Five Star High Yield Fund may invest in asset-backed securities. Asset-backed securities are collateralized by short maturity loans such as automobile receivables, credit card receivables, other types of receivables or assets. Credit support for asset-backed securities may be based on the underlying assets and/or provided through credit enhancements by a third party. Credit enhancement techniques include letters of credit, insurance bonds, limited guarantees (which are generally provided by the issuer), senior-subordinated structures and over-collateralization. ADRs. AFBA Five Star Equity Fund may gain international exposure through investing in American Depositary Receipts (ADRs). ADRs, which are issued by domestic banks, are publicly traded in the United States and represent ownership in underlying foreign securities. The Fund does not intend to invest directly in foreign securities or foreign currencies. (See "Risk Factors Applicable to ADRs.") The Funds' investments are selected by Kornitzer Capital Management, Inc. RISK FACTORS Risk Factors Applicable to High Yielding Securities. The AFBA Five Star Balanced Fund and the AFBA Five Star High Yield Fund invest in high-yielding, high-risk debt securities (so-called "junk bonds"). These lower rated bonds involve a higher degree of credit risk, the risk that the issuer will not make interest or principal payments when due. In the event of an unanticipated default, a Fund would experience a reduction in its income, and could expect a decline in the market value of the securities so affected. More careful analysis of the financial condition of each issuer of lower grade securities is therefore necessary. During an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress which would adversely affect their ability to service their principal and interest payment obligations, to meet projected business goals and to obtain additional financing. The market prices of lower grade securities are generally less sensitive to interest rate changes than higher rated investments, but more sensitive to adverse economic or political changes or, in the case of corporate issuers, individual corporate developments. Periods of economic or political uncertainty and change can be expected to result in volatility of prices of these securities. Since the last major economic recession, there has been a substantial increase in the use of high-yield debt securities to fund highly leveraged corporate acquisitions and restructurings. Therefore, past experience with high-yield securities in a prolonged economic downturn may not provide an accurate indication of future performance during such periods. Lower rated securities also may have less liquid markets than higher rated securities, and their liquidity as well as their value may be adversely affected by adverse economic conditions. Adverse publicity and investor perceptions, as well as new or proposed laws, may also have a negative impact on the market for high- yield/high-risk bonds. Credit quality of lower-rated securities can change suddenly and unexpectedly and even recently issued credit ratings may not fully reflect the actual risks posed by a particular high-yield/high-risk security. For these reasons, it is the Funds' policy not to rely primarily on ratings issued by established credit rating agencies, but to utilize such ratings in conjunction with the investment adviser's own independent and ongoing review of credit quality. As a mutual fund investing in fixed income securities, each of the Funds is subject primarily to interest rate, income and credit risk. Interest rate risk is the potential for a decline in bond prices due to rising interest rates. In general, bond prices vary inversely with interest rates. When interest rates rise, bond prices generally fall. Conversely, when interest rates fall, bond prices generally rise. The change in price depends on several factors, including the bond's maturity date. In general, bonds with longer maturities are more sensitive to interest rates than bonds with shorter maturities. The Funds are also subject to income risk, which is the potential for a decline in the respective Fund's income due to falling market interest rates. In addition to interest rate and income risks, each Fund is subject to credit risk as defined above. The credit risk of a Fund depends on the quality of its investments. Reflecting their higher risks, lower-quality bonds generally offer higher yields (all other factors being equal). Risk Factors Applicable to Small Capitalization Securities. Investments in common stocks in general are subject to market, economic and business risks that will cause their price to fluctuate over time. Investment in smaller company securities may involve greater price volatility than securities of larger, more established companies. AFBA Five Star Equity Fund and AFBA Five Star Balanced Fund may occasionally invest in equity securities of such smaller companies, therefore investments in these Funds may be more suitable for long-term investors who can bear the risk of these fluctuations. Risk Factors Applicable to ADRs. Up to 25% of AFBA Five Star Equity Fund's total assets may be invested in ADRs. Most ADRs are traded on a U.S. stock exchange and can be sponsored or unsponsored. Issuers of unsponsored ADRs are not contractually obligated to disclose material information in the U.S. and, therefore, there may not be a correlation between such information and the market value of the unsponsored ADR. ADRs do not involve the same direct currency and liquidity risks as securities denominated in foreign currency. However, their value will generally be affected by currency fluctuations that alter the value of the security underlying the ADRs with respect to the U.S. dollar. Risk Factors Applicable to Covered Call Options. Each of the AFBA Five Star Funds may engage in covered call option transactions as described herein. Up to 25% of a Fund's total assets may be subject to covered call options. By writing covered call options, the Fund gives up the opportunity, while the option is in effect, to profit from any price increase in the underlying security above the option exercise price. In addition, a Fund's ability to sell the underlying security will be limited while the option is in effect unless the Fund effects a closing purchase transaction. A closing purchase transaction cancels out a Fund's position as the writer of an option by means of an offsetting purchase of an identical option prior to the expiration of the option it has written. Upon the termination of a Fund's obligation under a covered call option other than through exercise of the option, the Fund will realize a short-term capital gain or loss. Any gain realized by a Fund from the exercise of an option will be short- or long-term depending on the period for which the stock was held. The writing of covered call options creates a straddle that is potentially subject to the straddle rules, which may override some of the foregoing rules and result in a deferral of some losses for tax purposes. Risk Factors Applicable to Repurchase Agreements. The Funds may enter into repurchase agreements. The use of repurchase agreements involves certain risks. For example, if the seller of the agreement defaults on its obligation to repurchase the underlying securities at a time when the value of these securities has declined, a Fund may incur a loss when the securities are sold. If the seller of the agreement becomes insolvent and subject to liquidation or reorganization under the Bankruptcy Code or other laws, disposition of the underlying securities may be delayed pending court proceedings. Finally, it is possible that a Fund may not be able to perfect its interest in the underlying securities. While the Fund management acknowledges these risks, it is expected that they can be controlled through stringent security selection criteria and careful monitoring procedures. Fundamental Investment Policies and Restrictions. The following fundamental policies have been adopted by the Fund. These policies cannot be changed without the approval of a "majority of the outstanding voting securities." Under the 1940 Act, a "majority of the outstanding voting securities" of a Fund means the vote of: (i) more than 50% of the outstanding voting securities of the Fund; or (ii) 67% or more of the voting securities of the Fund present at a meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, whichever is less. In cases where the current legal or regulatory limitations are explained, such explanations are not part of the fundamental restriction and may be modified without shareholder approval to reflect changes in the legal and regulatory requirements. Each portfolio within the AFBA Five Star Fund, Inc. will not: (1) purchase the securities of any one issuer, except the United States government, if immediately after and as a result of such purchase (a) the value of the holding of the Fund in the securities of such issuer exceeds 5% of the value of the Funds' total assets, or (b) the Fund owns more than 10% of the outstanding voting securities, or any other class of securities, of such issuer; (2) engage in the purchase or sale of real estate (unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein), commodities (unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions in securities secured by physical commodities) or futures contracts; (3) underwrite the securities of other issuers (except that the Fund may engage in transactions involving the acquisition, disposition or resale of its portfolio securities, under circumstances where it may be considered to be an underwriter under the Securities Act of 1933); (4) make loans to any of its officers, directors or employees, or to its manager, general distributor or officers or directors thereof; (5) make any loan (the purchase of a security subject to a repurchase agreement or the purchase of a portion of and issue of publicly distributed debt securities is not considered the making of a loan); (6) invest in companies for the purpose of exercising control of management; (7) purchase securities on margin, or sell securities short, except that the Fund may write covered call options; (8) purchase shares of other investment companies except in the open market at ordinary broker's commission or pursuant to a plan of merger or consolidation; (9) invest in the aggregate more than 5% of the value of its gross assets in the securities of issuers (other than federal, state, territorial, or local governments, or corporations, or authorities established thereby), which, including predecessors have not had at least three years' continuous operations; (10) except for transactions in its shares or other securities through brokerage practices which are considered normal and generally accepted under circumstances existing at the time, enter into dealings with its officers or directors, its manager or underwriter, or their officers or directors, or any organization in which such persons have a financial interest; (11) borrow or pledge its assets under normal circumstances, except up to 10% of its total assets (computed at the lower of fair market value or cost) temporarily for emergency or extraordinary purposes, and not for the purpose of leveraging its investments, and provided further that any borrowing in excess of the 5% of the total assets of the Fund shall have asset coverage of at least 3 to 1; (12) make itself or its assets liable for the indebtedness of others; (13) invest in securities which are assessable or involve unlimited liability; or (14) purchase any securities which would cause 25% or more of the assets of the Fund at the time of purchase to be invested in any one industry. In applying this restriction, it is a matter of non-fundamental policy that investment in certain categories of companies will not be considered to be investments in a particular industry. For example: (i) financial service companies will be classified according to the end users of their services, for example, automobile finance, bank finance and diversified finance will each be considered a separate industry; (ii) technology companies will be divided according to their products and services, for example, hardware, software, information services and outsourcing, or telecommunications will each be a separate industry; (iii) asset-backed securities will be classified according to the underlying assets securing such securities; and (iv) utility companies will be divided according to their services, for example, gas, gas transmission, electric and telephone will each be considered a separate industry. Non-Fundamental Investment Policies and Restrictions. In addition to the fundamental policies and investment restrictions described above, and the various general investment policies described in the Prospectus, the Fund will be subject to the following investment restrictions, which are considered non-fundamental and may be changed by the Board of Trustees without shareholder approval. Other Investment Companies. The AFBA Five Star Fund is permitted to invest in other investment companies, including open-end, closed-end or unregistered investment companies, either within the percentage limits set forth in the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, or without regard to percentage limits in connection with a merger, reorganization, consolidation or other similar transaction. However, the Fund may not operate as a fund of funds which invests primarily in the shares of other investment companies as permitted by Section 12(d)(1)(F) or (G) of the 1940 Act, if its own shares are utilized as investments by such a fund of funds. Under current legal and regulatory requirements, the Fund may invest up to 5% of its total assets in the securities of any one investment company, but may not own more than 3% of any investment company or invest more than 10% of its total assets in the securities of other investment companies. Fund Transactions. Decisions to buy and sell securities for the Funds are made by AFBA Investment Management Company, Inc. pursuant to recommendations by Kornitzer Capital Management, Inc. Officers of the Funds and AFBA Investment Management Company, Inc. are generally responsible for implementing and supervising these decisions, including allocation of portfolio brokerage and principal business and the negotiation of commissions and/or price of the securities. In instances where securities are purchased on a commission basis, the Funds will seek competitive and reasonable commission rates based on circumstances of the trade involved and to the extent that they do not detract from the quality of the execution. Following is information on the amount of brokerage commissions by the Funds during the periods indicated: Fiscal Year Fiscal Year Fiscal Year ------------ ------------ ----------- Ended March Ended March Ended March ------------ ------------ ----------- Name of Fund 31, 1998 31, 1999 31, 2000 ------------ -------- -------- -------- Balanced Fund $1,304 $7,330 $7,696 Equity Fund $5,507 $11,456 $ 12,770 High Yield $124 $313 $ 203 Fund USA Global $3,052 $6,980 $ 8,594 Fund The level of brokerage commissions generated by a Fund is directly related to the number and size of buy and sell transactions into which the Fund enters. The frequency and size of these transactions are affected by various factors such as cash flows into and out of the Fund, the manager's interpretation of the market or economic environment, etc. The Funds, in purchasing and selling portfolio securities, will seek the best available combination of execution and overall price (which shall include the cost of the transaction) consistent with the circumstances which exist at the time. The Funds do not intend to solicit competitive bids on each transaction. Portfolio turnover ratios for time periods indicated are as follows: Fiscal Year Fiscal Year ------------ ----------- Ended Ended ----- ----- Name of Fund March 31, 1999 March 31, 2000 ------------ -------------- -------------- Balanced Fund 53% 44% Equity Fund 64% 31% High Yield 11% 34% Fund USA Global 19% 36% Fund * Percentages are annualized. The Funds believe it is in their best interest to have a stable and continuous relationship with a diverse group of financially strong and technically qualified broker-dealers who will provide quality executions at competitive rates. Broker-dealers meeting these qualifications also will be selected for their demonstrated loyalty to the respective Fund, when acting on its behalf, as well as for any research or other services provided to the respective Fund. The Funds may execute a substantial portion of the portfolio transactions through brokerage firms which are members of the New York Stock Exchange or through other major securities exchanges. When buying securities in the over-the-counter market, the Funds will select a broker who maintains a primary market for the security unless it appears that a better combination of price and execution may be obtained elsewhere. The Funds will not normally pay a higher commission rate to broker-dealers providing benefits or services to it than it would pay to broker-dealers who did not provide such benefits or services. However, the Funds reserve the right to do so within the principles set out in Section 28(e) of the Securities Exchange Act of 1934 when it appears that this would be in the best interests of the shareholders. No commitment is made to any broker or dealer with regard to placing of orders for the purchase or sale of Fund portfolio securities, and no specific formula is used in placing such business. Allocation is reviewed regularly by both the Boards of Directors of the Funds and Jones & Babson, Inc. Since the Funds do not market their shares through intermediary brokers and dealers, it is not the Funds' practice to allocate brokerage or principle business on the basis of sales of their shares which may be made through such firms. However, they may place portfolio orders with qualified broker-dealers who recommend the Funds to their clients, or who act as agent in the purchase of the Funds' shares for their clients. Research services furnished by broker-dealers may be useful to the Funds' manager and its investment counsel in serving other clients, as well as the respective Funds. Conversely, the Funds may benefit from research services obtained by the manager or its investment counsel from the placement of portfolio brokerage of other clients. When the manager in its fiduciary duty believes it to be in the best interest of the shareholders, the Funds may join with other clients of the manager and its investment counsel in acquiring or disposing of a portfolio holding. Securities acquired or proceeds obtained will be equitably distributed among the Funds and other clients participating in the transaction. In some instances, this investment procedure may affect the price paid or received by a Fund or the size of the position obtained by a Fund. PERFORMANCE MEASURES The Funds may advertise "average annual total return" over various periods of time. Such total return figures show the average percentage change in value of an investment in the Fund from the beginning date of the measuring period to the end of the measuring period. These figures reflect changes in the price of each Fund's shares and assume that any income dividends and/or capital gains distributions made by the Funds during the period were reinvested in shares of the Funds. Figures will be given for recent one-, five- and ten-year periods (if applicable), and may be given for other periods as well (such as from commencement of the Fund's operations, or on a year-by-year basis). When considering "average" total return figures for periods longer than one year, it is important to note that a Fund's annual total return for any one year in the period might have been greater or less than the average for the entire period. Total Return. The Funds' "average annual total return" figures described and shown below are computed according to a formula prescribed by the Securities and Exchange Commission. The formula can be expressed as follows: 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 of a hypothetical $1,000 payment made at the beginning of the 1, 5 or 10 year (or other) periods at the end of the 1, 5 or 10 year (or other) periods (or fractional portions thereof). From time to time, AFBA Five Star Balanced Fund and AFBA Five Star High Yield Fund may quote its yield in advertisements, shareholder reports or other communications to shareholders. Yield is calculated according to the following standardized SEC formula. Current yield reflects the income per share earned by the Fund's investments. Current yield is determined by dividing the net investment income per share earned during a 30-day base period by the maximum offering price per share on the last day of the period and annualizing the result. Expenses accrued for the period include any fees charged to all shareholders during the base period. The SEC standardized yield formula is as follows: a - b _______ 6(power) Yield = 2 [ { + 1} - 1] cd Where: a = dividends and interest earned during the period b = expenses accrued for the period (net of reimbursements) c = the average daily number of shares outstanding during the period that were entitled to receive dividends d = the maximum offering price per share on the last day of the period. Performance Comparisons. In advertisements or in reports to shareholders, a Fund may compare its performance to that of other mutual funds with similar investment objectives and to stock or other relevant indices. For example, it may compare its performance to rankings prepared by Lipper Analytical Services, Inc. (Lipper), a widely recognized independent service which monitors the performance of mutual funds. The Fund may compare its performance to the Standard & Poor's 500 Stock Index (S&P 500), an index of unmanaged groups of common stocks, the Dow Jones Industrial Average, a recognized unmanaged index of common stocks of 30 industrial companies listed on the NYSE, the Russell 2000 Index, a small company stock index, or the Consumer Price Index. Performance rankings, recommendations, published editorial comments and listings reported in Money, Barron's, Kiplinger's Personal Finance Magazine, Financial World, Forbes, U.S. News & World Report, Business Week, The Wall Street Journal, Investors Business Daily, USA Today, Fortune and Stanger's may also be cited (if the Fund is listed in any such publication) or used for comparison, as well as performance listings and rankings from Morningstar Mutual Funds, Personal Finance, Income and Safety, The Mutual Fund Letter, No-Load Fund Investor, United Mutual Fund Selector, No-Load Fund Analyst, No-Load Fund X, Louis Rukeyser's Wall Street newsletter, Donoghue's Money Letter, CDA Investment Technologies, Inc., Wiesenberger Investment Companies Service and Donoghue's Mutual Fund Almanac. The table below shows the average annual return for each of the Funds for the specified periods. AFBA FIVE STAR AFBA FIVE STAR AFBA FIVE STAR AFBA FIVE STAR BALANCED EQUITY HIGH YIELD USA GLOBAL FUND FUND FUND FUND For the year 4/1/99 - 3/31/00 17.39% 28.22% 4.28% 53.11% From beginning of operations to 9.12% 15.46% 1.54% 20.85% 3/31/00* ------------------------------------------------------------------------------- * The AFBA Five Star Fund inception date is June 3, 1997. PURCHASING AND SELLING SHARES Purchases. We will not be responsible for the consequences of delays, including delays in the banking or Federal Reserve wire systems. We cannot process transaction requests that are not complete and in good order as described in the prospectus. If you use the services of any other broker to purchase or redeem shares of the Fund, that broker may charge you a fee. Each order accepted will be fully invested in whole and fractional shares, unless the purchase of a certain number of whole shares is specified, at the net asset value per share next effective after the order is accepted by the Fund. Each investment is confirmed by a year-to-date statement which provides the details of the immediate transaction, plus all prior transactions in your account during the current year. This includes the dollar amount invested, the number of shares purchased or redeemed, the price per share, and the aggregate shares owned. A transcript of all activity in your account during the previous year will be furnished each January. By retaining each annual summary and the last year-to-date statement, you have a complete detailed history of your account which provides necessary tax information. A duplicate copy of a past annual statement is available from Jones & Babson, Inc. at its cost, subject to a minimum charge of $5 per account, per year requested. The shares which you purchase are held by the Fund in open account, thereby relieving you of the responsibility of providing for the safekeeping of a negotiable share certificate. Jones & Babson does not intend to issue new certificated shares to any accounts. If an order to purchase shares must be canceled due to non-payment, the purchaser will be responsible for any loss incurred by the Funds arising out of such cancellation. To recover any such loss, the Funds reserve the right to redeem shares owned by any purchaser whose order is canceled, and such purchaser may be prohibited or restricted in the manner of placing further orders. The Funds reserve the right in their sole discretion to withdraw all or any part of the offering made by the prospectus or to reject purchase orders when, in the judgment of management, such withdrawal or rejection is in the best interest of the Funds and their shareholders. The Funds reserve the right to refuse to accept orders for Fund shares unless accompanied by payment, except when a responsible person has indemnified the Funds against losses resulting from the failure of investors to make payment. In the event that the Funds sustain a loss as the result of failure by a purchaser to make payment, the Funds' underwriter, Jones & Babson, Inc., will cover the loss. Sales (Redemptions). We will not be responsible for the consequences of delays, including delays in the banking or Federal Reserve wire systems. We cannot process transaction requests that are not complete and in good order. We must receive an endorsed share certificate with a signature guarantee, where a certificate has been issued. The right of redemption may be suspended, or the date of payment postponed beyond the normal three-day period by the Board of Directors under the following conditions authorized by the Investment Company Act of 1940: (1) for any period (a) during which the New York Stock Exchange is closed, other than customary weekend and holiday closing, or (b) during which trading on the New York Stock Exchange is restricted; (2) for any period during which an emergency exists as a result of which (a) disposal by the Funds of securities owned by it is not reasonably practical, or (b) it is not reasonably practical for the Funds to determine the fair value of its net assets; or (3) for such other periods as the Securities and Exchange Commission may by order permit for the protection of the Funds' shareholders. The Funds have elected to be governed by Rule 18f-1 under the Investment Company Act of 1940 pursuant to which the Funds are obligated to redeem shares solely in cash up to the lesser of $250,000 or 1% of the Fund's net asset value during any 90-day period for any one shareholder. Should redemptions by any shareholder exceed such limitation, a Fund may redeem the excess in kind. If shares are redeemed in kind, the redeeming shareholder may incur brokerage costs in converting the assets to cash. Signature Guarantees. Signature guarantees normally reduce the possibility of forgery and are required in connection with each redemption method to protect shareholders from loss. Signature guarantees are required in connection with all redemptions of $10,000 or more by mail or changes in share registration, except as provided in the Prospectus. Signature guarantees must appear together with the signature(s) of the registered owner(s) on: (1) a written request for redemption in excess of $10,000; (2) a separate instrument of assignment, which should specify the total number of shares to be redeemed (this "stock power" may be obtained from the Funds or from most banks or stock brokers); or (3) all stock certificates tendered for redemption. (4) Requests for redemptions checks to be sent to a different payee, bank or address then we have on file. How Share Price is Determined. The net asset value per share is computed once daily, Monday through Friday, at 4:00 p.m. (Eastern Time) except: days when the Funds are not open for business; days on which changes in the value of portfolio securities will not materially affect the net asset value; days during which no purchase or redemption order is received by the Funds; and customary holidays. The Funds do not compute their net asset value on the following customary holidays: New Year's Day January 1 Martin Luther King Jr. Day Third Monday in January Presidents' Holiday Third Monday in February Good Friday Friday before Easter Memorial Day Last Monday in May Independence Day July 4 Labor Day First Monday in September Thanksgiving Day Fourth Thursday in November Christmas Day December 25 Additional Purchase and Redemption Policies. We reserve the right to: Waive or increase the minimum investment requirements with respect to any person or class of persons, which include shareholders of the Fund's special investment programs. Cancel or change the telephone investment service, the telephone/telegraph exchange service and the automatic monthly investment plan without prior notice to you where in the best interest of the Funds and its investors. Begin charging a fee for the telephone investment service or the automatic monthly investment plan and to cancel or change these services upon 15 days written notice to you. Begin charging a fee for the telephone/telegraph service and to cancel or change the service upon 60 days written notice to you. Begin charging a fee for the systematic redemption plan upon 30 days written notice to you. Waive signature guarantee requirements in certain instances where it appears reasonable to do so and will not unduly affect the interests of other shareholders. We may waive the signature guarantee requirement if you authorize the telephone/telegraph redemption method at the same time you submit the initial application to purchase shares. Require signature guarantees if there appears to be a pattern of redemptions designed to avoid the signature guarantee requirement, or if we have other reason to believe that this requirement would be in the best interests of the Funds and their shareholders. MANAGEMENT OF THE COMPANY AND FUNDS Directors and Officers. The Funds are managed by AFBA Investment Management Company subject to the supervision and control of the Board of Directors of the Company. The following lists the officers and directors of the Company, their age, address and principle occupation. * John A. Johnson (63), President and Director. 909 North Washington Street, Alexandria, Virginia 22314. President, Chief Executive Officer, Director, AFBA Financial Services Company, Inc.; President, Chief Executive Officer, Director, AFBA Life Insurance Company; President, Chief Executive Officer, Director, AFBA Investment Management Company; AFBA Administrators, Inc.; and AFBA Five Star Securities Company. * Stephen S. Soden (55) Director. Director of AFBA Five Star Fund, Inc.; President and Director, Jones & Babson, Inc., President and Director (or Trustee) of the nine investment companies within the Babson Mutual Fund Group; President and Director of the ten investment companies within the UMB Scout Funds group; President and Director of the five investment companies within the Buffalo Group of Mutual Funds; President and Director of Investors Mark Series Fund, Inc. * John C. Kornitzer (54). 7715 Shawnee Mission Parkway, Shawnee Mission, Kansas 66202. President, Kornitzer Capital Management, Inc; formerly Vice President of Investments, Employers Reinsurance Corp. * Lieutenant General C.C. Blanton (70), USAF (Ret.), Director and Chairman. 909 North Washington Street, Alexandria, Virginia 22314. President, Chief Executive Officer, Armed Forces Benefit Association; Chairman, AFBA Financial Services Company, Inc.; Chairman, AFBA Industrial Bank; Chairman, AFBA Life Insurance Company; Chairman, AFBA Investment Management Company. General Monroe W. Hatch, Jr. (66), USAF (Ret.), Director. 8210 Thomas Ashleigh Lane, Clifton, Virginia, 20124. President, Professional Services, Consultant to Industry; formerly Executive Director, Air Force Association. Brigadier General Henry J. Sechler (68), USAF (Ret.), Director. 3190 Fairview Park Drive, Falls Church, Virginia 22030. Vice President, General Dynamics Corp. General Louis C. Wagner, Jr. (68), USA (Ret.), Director. 6309 Chaucer Lane, Alexandria, Virginia 22304. Private Consultant. P. Bradley Adams (39), Vice President and Treasurer. Vice President and Chief Financial Officer, AFBA Five Star Fund, Inc.; Vice President and Treasurer, Jones & Babson, Inc.; Vice President and Treasurer of the nine investment companies within the Babson Mutual Fund Group; Vice President and Treasurer of the ten investment companies within the UMB Scout Funds group; Vice President and Treasurer of the five investment companies within the Buffalo Group of Mutual Funds; and Principal Financial Officer, Investors Mark Series Fund, Inc. W. Guy Cooke (39), Vice President and Chief Compliance Officer. Vice President and Chief Compliance Officer, AFBA Five Star Fund, Inc.; Chief Compliance Officer, Jones & Babson, Inc.; Vice President and Chief Compliance Officer of the nine investment companies within the Babson Mutual Fund Group; Vice President and Chief Compliance Officer of the ten investment companies within the UMB Scout Funds group; Vice President and Chief Compliance Officer of the five investment companies within the Buffalo Group of Mutual Funds Mr. Cooke joined Jones & Babson in March 1998 and previously was Director of Compliance at American Century Companies. Martin A. Cramer (50), Vice President and Secretary. Assistant Vice President, AFBA Five Star Fund, Inc.; Vice President and Secretary, Jones & Babson, Inc.; Vice President and Secretary of the nine investment companies within the Babson Mutual Fund Group; Vice President and Secretary of the ten investment companies within the UMB Scout Funds group; Vice President and Secretary of the five investment companies within the Buffalo Group of Mutual Funds; Secretary and Secretary, Investors Mark Series Fund, Inc. Kimberly E. Wooding (32), Treasurer. 909 North Washington Street, Alexandria, Virginia 22314. Chief Financial Officer, AFBA Life Insurance Company; AFBA Investment Management Company; and AFBA Five Star Securities Company. Formerly, Manager, Price Waterhouse, LLP. --------------------------------------- * Directors who are interested persons as that term is defined in the Investment Company Act of 1940, as amended. Compensation. None of the officers or directors will be remunerated by the Funds for their normal duties and services. Their compensation and expenses arising out of normal operations will be paid by the Manager under the provisions of the Management Agreement. Messrs. Hatch, Wagner and Sechler have no financial interest in, nor are they affiliated with AFBA Investment Management Company, Jones & Babson, Inc. or Kornitzer Capital Management, Inc. The Audit Committee of the Board of Directors is composed of Messrs. Hatch, Wagner and Sechler. The officers and directors as a group own less than 1% of any of the funds. Manager and Investment Counsel. AFBA Investment Management Company acts as manager of the Fund and is a registered investment advisor under the Investment Advisors Act of 1940. It organized the Fund in 1997 and employs at its own expense Kornitzer Capital Management, Inc. to serve as its investment counsel and Jones & Babson, Inc. to serve as Underwriter, Distributor and Transfer Agent. For its services as manager, the Funds pay AFBA Investment Management Company a fee at the annual rate of one percent (1%) of average daily net assets. From these management fees AFBA Investment Management Company pays all the Funds' expenses except those directly payable by the Funds. For instance, from these management fees AFBA Investment Management Company pays Kornitzer Capital Management, Inc. a fee of 33/100 of 1% (.33%) and Jones & Babson, Inc. a fee of 33/100 of 1% (.33%) of average net daily assets. AFBA Investment Management, Inc. received the following management fees from the respective Funds for the time periods indicated: Fiscal Fiscal ------- ------ Year Ended Fiscal Year Year Ended ----------- ------------ ---------- March 31, Ended March March 31, ---------- ------------ --------- Name of Fund 1998 31, 1999 2000 ------------ ---- -------- ---- AFBA Five Star $6,582 $40,019 $62,926 Balanced Fund AFBA Five Star Equity $17,203 $56,947 $ 95,190 Fund AFBA Five Star High $5,759 $29,036 $ 46,250 Yield Fund AFBA Five Star USA $15,266 $43,588 $ 91,231 Global Fund Kornitzer Capital Management, Inc. was founded in 1989. It is a private investment research and counseling organization serving individual, corporate and other institutional clients. Kornitzer Capital Management, Inc. also serves as investment adviser to the Buffalo Group of Mutual Funds. The following amounts were paid to Kornitzer Capital Management, Inc. for its services from AFBA Investment Management, Inc.: Fiscal Fiscal Year ------- ----------- Year Ended Fiscal Year Ended March ----------- ------------ ----------- March 31, Ended March 31, 2000 ---------- ------------ -------- Name of Fund 1998 31, 1999 ------------ ---- -------- AFBA Five Star $2,172 $13,339 $20,954 Balanced Fund AFBA Five Star Equity $5,677 $18,965 $31,698 Fund AFBA Five Star High $1,900 $9,679 $15,401 Yield Fund AFBA Five Star USA $5,038 $14,555 $30,380 Global Fund Code of Ethics. The Funds, their investment adviser, sub-adviser and principal underwriter have adopted a code of ethics, as required by federal securities laws. Under each code of ethics, persons who are designated as access persons may engage in personal securities transactions, including transactions involving securities that may be purchased or sold by any Fund, subject to certain general restrictions and procedures. Each code of ethics contains provisions designed to substantially comply with the recommendations contained in the Investment Company Institute's 1994 Report of the Advisory Group on Personal Investing. The codes of ethics are on file with the Securities and Exchange Commission. Custodian. The Funds' assets are held for safe-keeping by an independent custodian, UMB Bank, n.a. This means UMB Bank, n.a., rather than Funds, has possession of the Funds' cash and securities. UMB Bank, n.a. is not responsible for the Funds' investment management or administration. But, as directed by the Funds' officers, it delivers cash to those who have securities to a Fund in return for such securities, and to those who have purchased securities from a Fund, it delivers such securities in return for their cash purchase price. It also collects income directly from issuers of securities owned by a Fund and holds this for payment to shareholders after deduction of a Fund's expenses. The custodian is compensated by the manager. There is no charge to the Funds. Independent Auditors. The Funds' financial statements are audited by independent auditors approved by the directors each year, and in years in which an annual meeting is held the directors may submit their selection of independent auditors to the shareholders for ratification. Ernst & Young LLP, One Kansas City Place, 1200 Main Street, Suite 2000, Kansas City, Missouri 64105, is the present auditor for the Funds. Underwriter, Distributor and Transfer Agent. The manager employs at its own expense, Jones & Babson, Inc. as the Funds' underwriter, distributor and transfer agent. The following amounts were paid to Jones & Babson, Inc. for its services from AFBA Investment Management, Inc.: Fiscal Fiscal Year ------- ----------- Year Ended Fiscal Year Ended March ----------- ------------ ----------- March 31, Ended March 31, 2000 ---------- ------------ -------- Name of Fund 1998 31, 1999 ------------ ---- -------- AFBA Five Star $2,172 $3,120 $13,844 Balanced Fund AFBA Five Star Equity $5,677 $10,224 $26,653 Fund AFBA Five Star High $1,900 $0 $6,938 Yield Fund AFBA Five Star USA $5,038 $4,071 $25,545 Global Fund Jones and Babson, Inc. also sponsors and manages, in association with its investment counsel, David L. Babson & Co. Inc., nine no-load funds comprising the Babson Mutual Fund Group. Jones & Babson, Inc. also sponsors eleven mutual funds which especially seek to provide services to customers of affiliate banks of UMB Financial Corporation which are known as the UMB Scout Funds. Jones & Babson, Inc. also manages and sponsors the Buffalo Group of Mutual Funds. DISTRIBUTIONS AND TAXES Distributions of net investment income. A Fund receives income generally in the form of dividends and interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes a Fund's net investment income from which dividends may be paid to you. Any distributions by a Fund from such income will be taxable to you as ordinary income, whether you take them in cash or in additional shares. Distributions of capital gains. A Fund may derive capital gains and losses in connection with sales or other dispositions of its portfolio securities. Distributions from net short-term capital gains will be taxable to you as ordinary income. Distributions from net long-term capital gains will be taxable to you as long-term gains, regardless of how long you have held your shares in a Fund. Any net capital gains realized by a Fund generally will be distributed once each year, and may be distributed more frequently, if necessary, in order to reduce or eliminate excise or income taxes on a Fund. Information on the tax character of distributions. A Fund will inform you of the amount of your ordinary income dividends and capital gains distributions at the time they are paid, and will advise you of their tax status for federal income tax purposes shortly after the close of each calendar year. If you have not held Fund shares for a full year, a Fund may designate and distribute to you, as ordinary income or capital gain, a percentage of income that is not equal to the actual amount of such income earned during the period of your investment in a Fund. Election to be taxed as a regulated investment company. Each Fund intends to elect to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code. As a regulated investment company, a Fund generally pays no income tax on the income and gains it distributes to you. The Board reserves the right not to maintain the qualification of a Fund as a regulated investment company if it determines such course of action to be beneficial to shareholders. In such case, a Fund will be subject to federal, and possibly state, corporate taxes on its taxable income and gains, and distributions to you will be taxed as ordinary dividend income to the extent of a Fund's earnings and profits. Excise tax distribution requirements. To avoid federal excise taxes, the Internal Revenue Code requires a Fund to distribute to you by December 31 of each year, at a minimum, the following amounts: 98% of its taxable ordinary income earned during the calendar year; 98% of its capital gain net income earned during the twelve month period ending October 31; and 100% of any undistributed amounts from the prior year. Each Fund intends to declare and pay these amounts in December (or in January that are treated by you as received in December) to avoid these excise taxes, but can give no assurances that its distributions will be sufficient to eliminate all taxes. Redemption of Fund shares. Redemptions and exchanges of Fund shares are taxable transactions for federal and state income tax purposes. If you redeem your Fund shares, or exchange your Fund shares for shares of a different AFBA Five Star Fund, the IRS will require that you report a gain or loss on your redemption or exchange. If you hold your shares as a capital asset, the gain or loss that you realize will be capital gain or loss and will be long-term or short-term, generally depending on how long you hold your shares. Any loss incurred on the redemption or exchange of shares held for six months or less will be treated as a long-term capital loss to the extent of any long-term capital gains distributed to you by a Fund on those shares. All or a portion of any loss that you realize upon the redemption of your Fund shares will be disallowed to the extent that you buy other shares in the Fund (through reinvestment of dividends or otherwise) within 30 days before or after your share redemption. Any loss disallowed under these rules will be added to your tax basis in the new shares you buy. U.S. government obligations. Many states grant tax-free status to dividends paid to you from interest earned on direct obligations of the U.S. government, subject in some states to minimum investment requirements that must be met by the Fund. Investments in Government National Mortgage Association or Federal National Mortgage Association securities, bankers acceptances, commercial paper and repurchase agreements collateralized by U.S. government securities do not generally qualify for tax-free treatment. The rules on exclusion of this income are different for corporations. Dividends-received deduction for corporations. If you are a corporate shareholder, you should note that the Funds anticipate that some percentage of the dividends they pay will qualify for the dividends-received deduction. In some circumstances, you will be allowed to deduct these qualified dividends, thereby reducing the tax that you would otherwise be required to pay on these dividends. The dividends-received deduction will be available only with respect to dividends designated by a Fund as eligible for such treatment. All dividends (including the deducted portion) must be included in your alternative minimum taxable income calculation. FINANCIAL STATEMENTS The audited financial statements of the Fund which are contained in the March 31, 2000 Annual Report to Shareholders are incorporated herein by reference. Unaudited reports to shareholders will be published at least semiannually. GENERAL INFORMATION AND HISTORY The AFBA Five Star Fund, Inc. is incorporated in the State of Maryland and registered as an investment company under the Investment Company Act of 1940. All shares issued by each portfolio within the Fund are of same class with like rights and privileges as other shares issued by the same portfolio. Each full and fractional share, issued and outstanding, has (1) equal voting rights with respect to matters that affect the Funds, and (2) equal dividend, distribution and redemption rights to the assets of the Fund. Shares when issued are fully paid and non-assessable. The Funds may create other series of stock but will not issue senior securities. Shareholders do not have pre-emptive or conversion rights. Non-cumulative voting - Shares of the Fund have non-cumulative voting rights, which means that the holders of 50% of the shares voting for the election of directors can elect 100% of the directors, if they choose to do so, and in such event, the holders of the remaining less than 50% of the shares voting will not be able to elect any directors. The Fund will not hold annual meetings except as required by the Investment Company Act of 1940 and other applicable laws. Under Maryland law, a special meeting of shareholders of the Fund must be held if the Fund receives the written request for a meeting from the shareholders entitled to cast at least 25% of all the votes entitled to be cast at the meeting. The Fund has undertaken that its Directors will call a meeting of shareholders if such a meeting is requested in writing by the holders of not less than 10% of the outstanding shares of the Fund. FIXED INCOME SECURITIES DESCRIBED AND RATINGS Description of Bond Ratings: Standard & Poor's Corporation (S&P). AAA Highest Grade. These securities possess the ultimate degree of protection as to principal and interest. Marketwise, they move with interest rates, and hence provide the maximum safety on all counts. AA High Grade. Generally, these bonds differ from AAA issues only in a small degree. Here too, prices move with the long-term money market. A Upper-medium Grade. They have considerable investment strength, but are not entirely free from adverse effects of changes in economic and trade conditions. Interest and principal are regarded as safe. They predominately reflect money rates in their market behavior but, to some extent, also economic conditions. BBB Bonds rated BBB are regarded as having an adequate capacity to pay principal and interest. Whereas they normally exhibit protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay principal and interest for bonds in this category than for bonds in the A category. BB, B, CCC, CC Bonds rated BB, B, CCC and CC are regarded, on balance, as predominantly speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligations. BB indicates the lowest degree of speculation and CC the highest degree of speculation. While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. Moody's Investors Service, Inc. (Moody's). Aaa Best Quality. These securities carry the smallest degree of investment risk and are generally referred to as "gilt-edge." Interest payments are protected by a large, or by an exceptionally stable margin, and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Aa High Quality by All Standards. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities, fluctuation of protective elements may be of greater amplitude, or there may be other elements present which make the long-term risks appear somewhat greater. A Upper-medium Grade. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future. Baa Bonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present, but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Ba Bonds which are rated Ba are judged to have predominantly speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. B Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or maintenance of other terms of the contract over any long period of time may be small. Caa Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest. Ca Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings. Description of Commercial Paper Ratings: Moody's . . . Moody's commercial paper rating is an opinion of the ability of an issuer to repay punctually promissory obligations not having an original maturity in excess of nine months. Moody's has one rating - prime. Every such prime rating means Moody's believes that the commercial paper note will be redeemed as agreed. Within this single rating category are the following classifications: Prime - 1 Highest Quality Prime - 2 Higher Quality Prime - 3 High Quality The criteria used by Moody's for rating a commercial paper issuer under this graded system include, but are not limited to the following factors: (1) evaluation of the management of the issuer; (2) economic evaluation of the issuer's industry or industries and an appraisal of speculative type risks which may be inherent in certain areas; (3) evaluation of the issuer's products in relation to competition and customer acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over a period of ten years; (7) financial strength of a parent company and relationships which exist with the issuer; and (8) recognition by the management of obligations which may be present or may arise as a result of public interest questions and preparations to meet such obligations. S&P . . .Standard & Poor's commercial paper rating is a current assessment of the likelihood of timely repayment of debt having an original maturity of no more than 270 days. Ratings are graded into four categories, ranging from "A" for the highest quality obligations to "D" for the lowest. The four categories are as follows: A Issues assigned this highest rating are regarded as having the greatest capacity for timely payment. Issues in this category are further refined with the designations 1, 2, and 3 to indicate the relative degree of safety. A-1 This designation indicates that the degree of safety regarding timely payment is very strong. A-2 Capacity for timely payment on issues with this designation is strong. However, the relative degree of safety is not as over-whelming. A-3 Issues carrying this designation have a satisfactory capacity for timely payment. They are, however, somewhat more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designations. B Issues rated "B" are regarded as having only an adequate capacity for timely payment. Furthermore, such capacity may be damaged by changing conditions or short-term adversities. C This rating is assigned to short-term debt obligations with a doubtful capacity for payment. D This rating indicates that the issuer is either in default or is expected to be in default upon maturity. AFBA FIVE STAR FUND, INC. PART C OTHER INFORMATION ITEM 23. EXHIBITS. (a)(1) Articles of Incorporation dated January 6, 1997 are incorporated herein by reference to Exhibit No. EX-99.23(a)(1) of Registrant's Registration Statement on Form N-1A as filed with the Securities and Exchange Commission (the "SEC") via EDGAR on June 1, 1999. (a)(2) Articles Supplementary dated February 27, 1997 are incorporated herein by reference to Exhibit No. EX-99.23(a)(2) of Registrant's Registration Statement on Form N-1A as filed with the SEC via EDGAR on June 1, 1999. (b) By-Laws are incorporated herein by reference to Exhibit No. EX-99.23(b) of Registrant's Registration Statement on Form N-1A as filed with the SEC via EDGAR on June 1, 1999. (c) Specimen copies of securities of the Registrant are incorporated herein by reference to Exhibit No. EX-99.23(c) of Registrant's Registration Statement on Form N-1A as filed with the SEC via EDGAR on June 1, 1999. (d)(1) Management Agreement between AFBA Investment Management Company and AFBA Five Star Fund, Inc. dated June 2, 1997 is incorporated herein by reference to Exhibit No. EX-99.23(d)(1) of Registrant's Registration Statement on Form N-1A as filed with the SEC via EDGAR on June 1, 1999. (d)(2) Investment Counsel Agreement between AFBA Investment Management Company and Kornitzer Capital Management, Inc. dated June 2, 1997 is incorporated herein by reference to Exhibit No. EX 99.23(d)(2) of Registrant's Registration Statement on Form N-1A as filed with the SEC via EDGAR on June 1, 1999. (e) Underwriting Agreement between Jones & Babson, Inc. and ABFA Five Star Fund, Inc. dated June 2, 1997 is incorporated herein by reference to Exhibit No. EX-99.23(e) of Registrant's Registration Statement on Form N-1A as filed with the SEC via EDGAR on June 1, 1999. (f) Bonus or Profit Sharing Contracts. Not Applicable. (g) Custodian Agreement between UMB Bank, n.a. and the Registrant dated May 5, 1997 is incorporated herein by reference to Exhibit No. EX-99.23(g) of Registrant's Registration Statement on Form N-1A as filed with the SEC via EDGAR on June 1, 1999. (h) Transfer Agency Agreement between Jones & Babson, Inc. and the Registrant dated June 2, 1997 is incorporated herein by reference to Exhibit No. EX-99.23(h) of Registrant's Registration Statement on Form N-1A as filed with the SEC via EDGAR on June 1, 1999. (i) Opinion and Consent of Counsel as to the legality of the securities issued by the Registrant is filed herewith as Exhibit No. EX-99.i. (j)(1) Auditor's Consent is filed herewith as Exhibit No. EX-99.j.1. (j)(2) Power of Attorney for Registrant is incorporated herein by reference to Exhibit No. EX-99.23(j)(2) of Registrant's Registration Statement on Form N-1A as filed with the SEC via EDGAR on June 1, 1999. (k) Omitted Financial Statements. Not Applicable. (l) Initial Capital Agreements. Not Applicable. (m) Rule 12b-1 Plan. Not Applicable. (n) Rule 18f-3 Plan. Not Applicable. (p)(1) The Code of Ethics of the investment manager, AFBA Investment Management Company is filed herewith as Exhibit No. EX-99.p.1. (p)(2) The joint Code of Ethics of the Registrant and the underwriter, Jones & Babson, Inc. is filed herewith as Exhibit No. EX-99.p.2. (p)(3) The Code of Ethics of the sub-adviser for each Fund, Kornitzer Capital Management, Inc. is filed herewith as Exhibit No. EX-99.p.3. ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT. None. ITEM 25. INDEMNIFICATION. Under the terms of the Maryland General Corporation Law and the Registrant's By-Laws, the Registrant shall indemnify any persons who was or is a director, officer or employee of the Registrant to the maximum extent permitted by the Maryland General Corporation Law; provided, however, that any such indemnification (unless ordered by a court) shall be made by the Registrant only as authorized in the specific case upon a determination that indemnification of such person is proper in the circumstances. Such determination shall be made: (i) by the Board of Directors by a majority vote of a quorum which consists of the directors who are neither "interested persons" of the Registrant as defined in Section 2(a)(19) of the 1940 Act, nor parties to the proceedings, or (ii) if the required quorum is not obtainable or if a quorum of such directors so directs, by independent legal counsel in a written opinion. No indemnification will be provided by the Registrant to any director or officer of the Registrant for any liability to the Registrant or shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of duty. ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER. The principal business of AFBA Investment Management Company and Kornitzer Capital Management, Inc. is the provision of investment management services to individuals and businesses. ITEM 27. PRINCIPAL UNDERWRITER. (a) Jones & Babson, Inc., the principal underwriter of the Registrant, also acts as principal underwriter for the following: UMB Scout Stock Fund, Inc. -UMB Scout Stock Fund -UMB Scout Stock Select Fund UMB Scout WorldWide Fund, Inc. -UMB Scout WorldWide Fund -UMB Scout WorldWide Select Fund UMB Scout Regional Fund, Inc. UMB Scout Balanced Fund, Inc. UMB Scout Bond Fund, Inc. UMB Scout Capital Preservation Fund, Inc. UMB Scout Kansas Tax-Exempt Bond Fund, Inc. UMB Scout Money Market Fund, Inc. UMB Scout Tax-Free Money Market Fund, Inc. UMB Scout Funds -UMB Scout Technology Fund -UMB Scout Equity Index Fund David L. Babson Growth Fund, Inc. Babson Enterprise Fund, Inc. Babson Enterprise Fund II, Inc. D.L. Babson Money Market Fund, Inc. -Prime Portfolio -Federal Portfolio D.L. Babson Tax-Free Income Fund, Inc. -Portfolio S -Portfolio L -Portfolio MM D.L. Babson Bond Trust -Portfolio L -Portfolio S Babson Value Fund, Inc. Shadow Stock Fund, Inc. Babson-Stewart Ivory International Fund, Inc. Buffalo Balanced Fund, Inc. Buffalo Equity Fund, Inc. Buffalo USA Global Fund, Inc. Buffalo High Yield Fund, Inc. Buffalo Small Cap Fund, Inc. Investors Mark Series Fund, Inc. (b) Herewith is the information required by the following table with respect to each director, officer or partner of the only underwriter named in answer to Item 20 of Part B: Name and Principal Position & Offices Positions & Offices Business Address with Underwriter with Registrant ---------------- ---------------- --------------- Stephen S. Soden President and Director 700 Karnes Blvd. Director Kansas City, MO 64108-3306 Giorgio Balzer Director None 700 Karnes Blvd. Kansas City, MO 64108-3306 Robert T. Rakich Director None 700 Karnes Blvd. Kansas City, MO 64108-3306 Edward S. Ritter Director None 700 Karnes Blvd. Kansas City, MO 64108-3306 Robert N. Sawyer Director None 700 Karnes Blvd. Kansas City, MO 64108-3306 Vernon W. Voorhees Director None 700 Kansas City, MO 64108-3306 P. Bradley Adams Vice President and Vice President and 700 Karnes Blvd. Treasurer Treasurer Kansas City, MO 64108-3306 Martin A. Cramer Vice President and Vice President and 700 Karnes Blvd. Secretary Secretary Kansas City, MO 64108-3306 (c) The principal underwriter does not receive any remuneration or compensation for the duties or services rendered to the Registrant pursuant to the principal underwriting agreement. ITEM 28. LOCATION OF ACOUNTS AND RECORDS. Each account, book or other document required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended and Rules (17 CFR 270-31a-1 to 31a-3) promulgated thereunder, is in the physical possession of Jones & Babson, Inc., at BMA Tower, 700 Karnes Blvd., Kansas City, Missouri 64108-3306. ITEM 29. MANAGEMENT SERVICES. There are no management related service contracts not discussed in Part A or Part B. ITEM 30. UNDERTAKINGS. Registrant undertakes that, if requested to do so by the holders of at least 10% of the Registrant's outstanding shares, to call a meeting of shareholders for the purpose of voting upon the question of removal of a director or directors and to assist in communications with other shareholders as required by Section 16(c) of the Investment Company Act of 1940, as amended. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended (the "1933 Act") and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the 1933 Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, on the 26th day of July, 2000. AFBA Five Star Fund, Inc. Registrant /s/ John A. Johnson ------------------- John A. Johnson President Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities and the date(s) indicated. Signature Title Date --------- ----- ---- /s/ John A. Johnson President and Director July 26, 2000 ------------------- John A. Johnson /s/ C.C. Blanton Director July 26, 2000 ---------------- C.C. Blanton /s/ Monroe W. Hatch, Jr. Director July 26, 2000 ------------------------ Monroe W. Hatch, Jr.* /s/ John C. Kornitzer Director July 26, 2000 --------------------- John C. Kornitzer* /s/ Henry J. Sechler Director July 26, 2000 -------------------- Henry J. Sechler* /s/ Stephen S. Soden Director July 26, 2000 -------------------- Stephen S. Soden /s/ Louis C. Wagner, Jr. Director July 26, 2000 ------------------------ Louis C. Wagner, Jr.* /s/ P. Bradley Adams Vice President and Principal July 26, 2000 -------------------- Financial and Accounting Officer P. Bradley Adams *By: /s/ C.C. Blanton ---------------- C.C. Blanton Attorney-in-Fact (Pursuant to Power of Attorney previously filed.) EXHIBIT INDEX Exhibit Exhibit No. ------- ----------- Opinion of Counsel EX-99.i Auditors Consent EX-99.j.1 Code of Ethics (Manager) EX-99.p.1 Code of Ethics of EX-99.p.2 Registrant and Underwriter Code of Ethics EX-99.p.3 (Sub-Adviser) Exhibit No. EX-99.i Law Office Stradley, Ronon, Stevens & Young, LLP 2600 One Commerce Square Philadelphia, Pennsylvania 19103-7098 (215) 564-8000 Direct Dial: (215) 564-8115 July 27, 2000 AFBA Five Star Fund, Inc. c/o Jones & Babson, Inc. 700 Karnes Boulevard Kansas City, MO 64108 Re: Legal Opinion-Securities Act of 1933 ------------------------------------ Ladies and Gentlemen: We have examined the Articles of Incorporation, as amended and supplemented (the "Articles"), of AFBA Five Star Fund, Inc. (the "Fund"), a series corporation organized under Maryland law, the By-Laws of the Fund, and its proposed form of share certificates (if any), all as amended to date, and the various pertinent corporate proceedings we deem material. We have also examined the Notification of Registration and the Registration Statements filed on behalf of the Fund under the Investment Company Act of 1940, as amended (the "Investment Company Act") and the Securities Act of 1933, as amended (the "Securities Act"), all as amended to date, as well as other items we deem material to this opinion. The Fund is authorized by the Articles to issue forty million (40,000,000) shares of all classes of common stock at a par value of one dollar ($1.00) per share and an aggregate par value of forty million dollars ($40,000,000) and currently issues shares of the AFBA Five Star Balanced Fund, AFBA Five Star Equity Fund, AFBA Five Star High Yield Fund and AFBA Five Star USA Global Fund classes of shares of the Fund. The Articles also empowers the Board to designate any additional classes or sub-classes and allocate shares to such classes. The Fund has filed with the U.S. Securities and Exchange Commission a registration statement under the Securities Act, which registration statement is deemed to register an indefinite number of shares of the Fund pursuant to the provisions of Section 24(f) of the Investment Company Act. You have further advised us that the Fund has filed, and each year hereafter will timely file, a Notice pursuant to Rule 24f-2 under the Investment Company Act perfecting the registration of the shares sold by the Fund during each fiscal year during which such registration of an indefinite number of shares remains in effect. You have also informed us that the shares of the Fund have been, and will continue to be, sold in accordance with the Fund's usual method of distributing its registered shares, under which prospectuses are made available for delivery to offerees and purchasers of such shares in accordance with Section 5(b) of the Securities Act. Based upon the foregoing information and examination, so long as the Fund remains a valid and subsisting entity under the laws of its state of organization, and the registration of an indefinite number of shares of the Fund remains effective, the authorized shares of the Fund when issued for the consideration set by the Board of Directors pursuant to the Articles, and subject to compliance with Rule 24f-2, will be legally outstanding, fully-paid, and non-assessable shares, and the holders of such shares will have all the rights provided for with respect to such holding by the Articles and the laws of the State of Maryland. We hereby consent to the use of this opinion, in lieu of any other, as an exhibit to the Registration Statement of the Fund, along with any amendments thereto, covering the registration of the shares of the Fund under the Securities Act and the applications, registration statements or notice filings, and amendments thereto, filed in accordance with the securities laws of the several states in which shares of the Fund are offered, and we further consent to reference in the registration statement of the Fund to the fact that this opinion concerning the legality of the issue has been rendered by us. Very truly yours, STRADLEY, RONON, STEVENS & YOUNG, LLP BY: /s/ Bruce G. Leto ------------------ Bruce G. Leto Exhibit No. EX-99.j.1 Consent of Independent Auditors We consent to the references to our firm under the captions "Financial Highlights" in the Prospectus and "Independent Auditors" in the Statement of Additional Information and to the incorporation by reference of our report dated April 28, 2000 in the Post-Effective Amendment No. 4 to the Registration Statement (Form N-1A) and related Prospectus and Statement of Additional Information of AFBA Five Star Fund, Inc. filed with the Securities and Exchange Commission in this Post-Effective Amendment No. 4 under the Securities Act of 1933 (Registration No. 333-20637) and Amendment No. 7 under the Investment Company Act of 1940 (Registration No. 811-8035). Ernst & Young LLP Kansas City, Missouri July 20, 2000 Exhibit No. EX-99.p.1 AFBA INVESTMENT MANAGEMENT COMPANY CODE OF ETHICS (Revised January 2000) Terms which are in bold italics in the text are defined in Appendix 1. ------------------------------------------------------------------------------- I. Purpose of Code. The Code of Ethics establishes rules that govern personal investment activities of the officers and directors of AFBA Investment Management Company ("IMCO"), investment manager to the AFBA Five Star Fund, Inc. (the "Fund"). See Schedule A II. Why Do We Have a Code of Ethics? A. We want to protect our Clients. We have a duty to place the interests of the shareholders of the Fund first and to avoid even the appearance of a conflict of interest. This is how we earn and keep the trust of Fund shareholders. We must conduct ourselves and our personal securities transactions in a manner that does not create a conflict of interest with the Fund or their shareholders, or take unfair advantage of our relationship with them. B. Federal law requires that we have a Code of Ethics The Investment Company Act of 1940 and the Investment Advisers Act of 1940 require that we have in place safeguards to prevent behavior and activities that might disadvantage the Funds or their shareholders. These safeguards are embodied in this Code of Ethics.1 1 Section 17j of the Investment Company Act of 1940 and Rule 17j-1 thereunder as revised in 1999 and Section 204A of the Investment Advisers Act of 1940 and Rule 204-2 thereunder serve as a basis for much of what is contained in this Code of Ethics. III. Does the Code of Ethics Apply to You? Yes! All employees (including contract personnel) of IMCO and the Fund must observe the principles contained in the Code of Ethics. Any director, officer, employee or contractor of IMCO or the Fund who is already subject to a substantially similar (as determined by IMCO's compliance officer) Code of Ethics because of their association with a separate company, will not be subject to this Code of Ethics. There are different categories of restrictions on personal investing activities. The category in which you have been placed generally depends on your job function, although unique circumstances may prompt us to place you in a different category. The range of categories is as follows: ----------------------------------------------------------------- Fewest Restrictions Most Restrictions ----------------------------------------------------------------- ----------------------------------------------------------------- Access Person Investment Person Portfolio Person ----------------------------------------------------------------- In addition, there is a fifth category for Independent Directors. The standard profiles for each of the categories is described below: A. Portfolio Persons. Portfolio Persons are those employees entrusted with direct responsibility and authority to make investment decisions affecting one or more Funds. B. Investment Persons. Investment Persons are financial analysts, investment analysts, traders and other employees who provide information or advice to a portfolio management team or who help execute the portfolio management team's decisions. C. Access Persons. You are an Access Person if, as part of your job, you do any of the following: participate in the purchase or sale of securities for Fund portfolios; perform a function which relates to the making of recommendations with respect to such purchases or sales of securities for Fund portfolios; OR have the ability to obtain information regarding the purchase or sale of securities for Fund portfolios. In addition, you are an Access Person if you are any of the following: an officer or "interested" director of any Fund; OR an officer or director of AFBA Investment Management Company. As an Access Person, if you know that during the 5 days immediately preceding or after the date of your transaction, the same security was (1) held by the Fund and was being considered for sale, or (2) being considered for purchase by the Fund, you must preclear your personal security transaction requests in accordance with Section IV A. D. Independent Directors. If you are a director and are not an "interested" director as defined in the Investment Company Act of 1940 ("Independent Director"), you are subject only to Sections II, VII, VIII and IX of this Code of Ethics. However, if you know, or in the ordinary course of fulfilling your official duties as an Independent Director should know, that during the 15 days immediately preceding or after the date of your transaction, the same security was (1) purchased or sold by the Fund, or (2) was being considered for purchase or sale by the Fund, you will be considered an Access Person for the purpose of trading in that security, and you must comply with all the requirements applicable to Access Persons. IV. Restrictions on Personal Investing Activities. A. Investment and Portfolio Persons Preclearance of Personal Securities Transactions. Before either of the following things happen: the purchase or sale of a security for your own account; OR the purchase or sale of a security for an account for which you are a beneficial owner you must follow the following preclearance procedures: 1. Preclear the transaction with IMCO's Compliance Officer. E-mail your request to [email protected] or fill out a pre-clearance request form, and provide the following information: Issuer name; Ticker symbol or CUSIP number; Type of security (stock, bond, note, etc.); Maximum expected dollar amount of proposed transaction; AND Nature of transaction (purchase or sale) 2. If you receive preclearance for the transaction2: You have 5 business days to execute your transaction. B. Investment and Portfolio Persons: Additional Restrictions. 1. Initial Public Offerings. You cannot acquire securities issued in an initial public offering. 2 How does IMCO determine whether to approve or deny your preclearance request? See Appendix 4 for a description of the process. 2. Private Placements. Before you acquire any securities in a private placement, you must obtain written approval from IMCO's compliance officer3. Once you receive approval, you cannot participate in any subsequent consideration of an investment in that issuer for the Fund. 3. Short-Term Trading Profits. You cannot profit from any purchase and sale, or sale and purchase, of the same (or equivalent) securities within sixty (60) calendar days. C. Portfolio Persons: Blackout Period. If you are a Portfolio Person, you may not purchase or sell a security within seven (7) days before and after a Fund that you manage executes a trade in that security. V. Reporting Requirements. A. Disclosure of Personal Securities Holdings [Access, Investment and Portfolio Persons] Upon commencement of employment or acquisition of Access Person status, whichever is sooner, and annually thereafter, you must report all securities holdings to the compliance officer. Your Initial Holdings Report is due no later than 10 days after you are designated an Access Person while your Annual Holdings Report is due no later than 30 days after year-end. The report must include all securities beneficially owned by you (including securities owned by certain family members), except for code-exempt securities. B. Quarterly Report of Securities Transactions [Access, Investment and Portfolio Persons] Each quarter you must report the purchase or sale of a security in which you have (or will have) any direct or indirect beneficial ownership. This may include securities owned by certain family members. See Appendix 2 for details. (You do not need to report transactions in code-exempt securities.) IMCO will provide you with a form of report. You must file your report no later than 10 days after the end of each calendar quarter. On the report you must state whether you have engaged in a securities transaction during the quarter, and if so provide the following information about each transaction: The date of the transaction, the description and number of shares, and the principal amount of each security involved; The nature of the transaction, that is, purchase, sale or any other type of acquisition or disposition; 3 If you are the compliance officer, you must receive your approval from the President. The transaction price; AND The name of the broker, dealer or bank through which the transaction was effected. C. Duplicate Confirmations [Access, Investment and Portfolio Persons]. You must instruct your broker-dealer to send duplicate confirmations of all transactions (excluding transactions in code-exempt securities) in such accounts to: AFBA investment Management Company 909 North Washington Street Alexandria, Virginia 22314 Attention: Compliance Officer Please note that "your broker-dealer" includes both of the following: a broker or dealer with whom you have a securities brokerage account; AND a broker or dealer who maintains an account for a person whose trades you must report because you are deemed to be a beneficial owner. VI. Can there be any exceptions to the restrictions? Yes. The compliance officer or his or her designee, upon consultation with your manager, may grant limited exemptions to specific provisions of the Code of Ethics on a case-by-case basis. A. How to Request an Exemption Send a written request to IMCO's compliance officer detailing your situation. IMCO's compliance officer has been designated to develop procedures reasonably designed to detect violations of this Code and to grant exemptions under certain circumstances. B. Factors Considered In considering your request, the compliance officer or his or her designee will grant your exemption request if he or she is satisfied that: your request addresses an undue personal hardship imposed on you by the Code of Ethics; your situation is not contemplated by the Code of Ethics; and your exemption, if granted, would be consistent with the achievement of the objectives of the Code of Ethics. C. Exemption Reporting All exemptions granted must be reported to the Boards of Directors of the Fund. The Board of Directors may choose to delegate the task of receiving and reviewing reports to a Committee comprised of Independent Directors. VII. Confidential Information. All information about Fund securities transactions, actual or contemplated, is confidential. You must not disclose, except as required by the duties of your employment, securities transactions of Funds, actual or contemplated, or the contents of any written or oral communication, study, report or opinion concerning any security. This does not apply to information that has already been publicly disclosed. VIII. Conflicts of Interest. A. All Persons except Independent Directors You must receive prior written approval from IMCO or the Fund and/or the Independent Directors of the Fund, as appropriate, to do any of the following: negotiate or enter into any agreement on the Fund's behalf with any business concern doing or seeking to do business with the Fund if you, or a person related to you, has a substantial interest in the business concern; enter into an agreement, negotiate or otherwise do business on the Fund's behalf with a personal friend or a person related to you; OR serve on the board of directors of, or act as consultant to, any publicly traded corporation. B. Independent Director If you are an Independent Director, you cannot serve as officer of, director of, employee of; OR consultant to any corporation or other business entity which engages in an activity in competition with a Fund; OR which is engaged in any activity that would create a conflict of interest with your duties unless you receive prior approval of the other Independent Directors. These prohibitions also apply to anyone who lives in the same household with you. IX. What happens if you violate the rules in the Code of Ethics? You may be subject to serious penalties. A. The penalties which may be imposed include: formal warning; restriction of trading privileges; disgorgement of trading profits; fine; AND/OR suspension or termination of employment. B. Penalty Factors The factors that may be considered when determining the appropriate penalty include, but are not limited to: the harm to the interests of the Fund and/or shareholders; the extent of unjust enrichment; the frequency of occurrence; the degree to which there is personal benefit from unique knowledge obtained through employment with the Advisors; the degree of perception of a conflict of interest; evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; AND/OR the level of accurate, honest and timely cooperation from the person subject to the Code of Ethics. If you have any questions about the Code of Ethics, do not hesitate to ask a member of management or Compliance. X. Annual Certification of Compliance with the Code As a condition of your employment, you will be asked to certify annually: that you have read this Code of Ethics; that you understand this Code of Ethics; AND that you have complied with this Code of Ethics. XI. Regular Reporting to Fund Directors The management of IMCO will deliver a report to the Fund's Board of Directors at least annually: of any violation of this Code of Ethics requiring significant sanctions; outlining the results of any sub-adviser or affiliate Code of Ethics monitoring activity; AND certifying that IMCO has adopted reasonable procedures necessary to prevent its access persons from violating this Code of Ethics. XII. Approval of this Code of Ethics The Board of Directors, including a majority of the independent Directors, of the Fund shall approve this Code of Ethics, and any material changes subsequently made to it. APPENDIX 1: DEFINITIONS 1. "Beneficial Ownership" See "Appendix 2: What is Beneficial Ownership?". 2. "Code-Exempt Security" A "code-exempt security" is a security in which you may invest without preclearing or reporting such transactions to IMCO. The list of Code-Exempt Securities appears in Appendix 3. 3. "Initial Public Offering" "Initial public offering" means an offering of securities for which a registration statement has not previously been filed with the SEC and for which there is no active public market in the shares. 4. "Private Placement" "Private placement" means an offering of securities in which the issuer relies on an exemption from the registration provisions of the federal securities laws, and usually involves a limited number of sophisticated investors and a restriction on resale of the securities. 5. "Security" A "security" includes a great number of different investment vehicles. However, for purposes of this Code of Ethics, "security" includes any of the following: note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or in general, any interest or instrument commonly known as a "security," or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, future on or warrant or right to subscribe to or purchase, any of the foregoing. APPENDIX 2: WHAT IS "BENEFICIAL OWNERSHIP"? 1. Are securities held by family members "beneficially owned" by me? --------------- Probably. As a general rule, you are regarded as the beneficial owner of securities held in the name of -your spouse; -your minor children; -a relative who shares your home; OR -any other person IF: -You obtain from such securities benefits substantially similar to those of ownership. For example, if you receive or benefit from some of the income from the securities held by your spouse, you are the beneficial owner; OR -You can obtain title to the securities now or in the future. 2. Are securities held by a company I own also "beneficially owned" by me? --------- Probably not. Owning the securities of a company does not mean you "beneficially own" the securities that the company itself owns. However, you will be deemed to "beneficially own" these securities if: -The company is merely a medium through which you (by yourself or with others) in a small group invest or trade in securities; AND -The company has no other substantial business. In such cases, you and those who are in a position to control the company will be deemed to "beneficially own" the securities owned by the company. 3. Are securities held in trust "beneficially owned" by me? -------- Maybe. You are deemed to "beneficially own" securities held in trust if any of the following is true: -You are a trustee and either you or members of your immediate family have a vested interest in the income or corpus of the trust; -You have a vested beneficial interest in the trust; OR -You are settlor of the trust and you have the power to revoke the trust without obtaining the consent of all the beneficiaries. As used in this section, the "immediate family" of a trustee means: -A son or daughter of the trustee, or a descendent of either; -A stepson or stepdaughter of the trustee; -The father or mother of the trustee, or an ancestor of either; -A stepfather or stepmother of the trustee; and -A spouse of the trustee. For the purpose of determining whether any of the foregoing relationships exists, a legally adopted child of a person is considered a child of such person by blood. 4. Are securities in pension or retirement plans "beneficially owned" by me? Probably not. Beneficial ownership does not include indirect interest by any person in portfolio securities held by a pension or retirement plan holding securities of an issuer whose employees generally are the beneficiaries of the plan. However, your participation in a pension or retirement plan is considered beneficial ownership of the portfolio securities if you can withdraw and trade the securities without withdrawing from the plan. 5. Examples of Beneficial Ownership Securities Held by Family Members Example 1: Tom and Mary are married. Although Mary has an independent source of income from a family inheritance and segregates her funds from those of her husband, Mary contributes to the maintenance of the family home. Tom and Mary have engaged in joint estate planning and have the same financial adviser. Since Tom and Mary's resources are clearly significantly directed towards their common property, they shall be deemed to be the beneficial owners of each other's securities. Example 2: Mike's adult son David lives in Mike's home. David is self-supporting and contributes to household expenses. Mike is a beneficial owner of David's securities. Example 3: Joe's mother Margaret lives alone and is financially independent. Joe has power of attorney over his mother's estate, pays all her bills and manages her investment affairs. Joe borrows freely from Margaret without being required to pay back funds with interest, if at all. Joe takes out personal loans from Margaret's bank in Margaret's name, the interest from such loans being paid from Margaret's account. Joe is a significant heir of Margaret's estate. Joe is a beneficial owner of Margaret's estate. Securities Held by a Company Example 4: ABC is a holding company with five shareholders owning equal shares in the company. Although ABC Company does no business on its own, it has several wholly-owned subsidiaries which invest in securities. Stan is a shareholder of ABC Company. Stan has a beneficial interest in the securities owned by ABC Company's subsidiaries. Securities Held in Trust Example 5: John is trustee of a trust created for his two minor children. When both of John's children reach 21, each shall receive an equal share of the corpus of the trust. John is a beneficial owner of the trust. Example 6: Jane is trustee of an irrevocable trust for her daughter. Jane is a director of the issuer of the equity securities held by the trust. The daughter is entitled to the income of the trust until she is 25 years old, and is then entitled to the corpus. If the daughter dies before reaching 25, Jane is entitled to the corpus. Jane is a beneficial owner of the trust. Example 7: Tom's spouse is the beneficiary of an irrevocable trust managed by a third party investment adviser. Tom is a beneficial owner of the trust. APPENDIX 3: CODE-EXEMPT SECURITIES Because they do not pose a possibility for abuse, some securities are exempt from the Advisors' Code of Ethics. The following is the current list of "Code-Exempt Securities": -Mutual funds (open-end funds) -Bank Certificates of Deposit -U.S. government securities (such as Treasury notes, etc.) -Securities which are acquired through an employer-sponsored automatic payroll deduction plan -securities purchased through dividend reinvestment programs -commercial paper; -bankers acceptances; AND -Futures contracts (and option contracts) on the following: -Standard & Poor's 500 Index; or -Standard & Poor's 100 Index We may modify this list of securities at any time, please send a written request to IMCO to request the most current list. APPENDIX 4: HOW DOES THE PRECLEARANCE PROCESS WORK? After requesting pre-clearance from the compliance officer, your request is then subjected to the following test. Step 1: Blackout Test Is the security in question on the relevant Access Person, Investment or Portfolio Person blackout list? If "YES", the system will send a message to you to DENY the personal trade request. If "NO", then your request will be approved by the compliance officer. The preclearance process can be changed at any time to ensure that the goals of the Advisors' Code of Ethics are advanced. SCHEDULE A THE FUNDS: AFBA FIVE STAR FUND, INC. O BALANCED FUND O EQUITY FUND O HIGH YIELD FUND O USA GLOBAL FUND ACKNOWLEDGMENT OF CODE OF ETHICS I have read the Code of Ethics and agree to comply with its provisions. ______________________________ Print Name ______________________________ ___________________ Signature Date Exhibit No. EX-99.p.2 JONES & BABSON, INC. AFBA FIVE STAR FUND, INC. BABSON FUNDS BUFFALO FUNDS INVESTORS MARK ADVISOR, LLC INVESTORS MARK SERIES FUND, INC. UMB SCOUT FUNDS CODE OF ETHICS (Revised January 2000) Terms which are in bold italics in the text are defined in Appendix 1. ------------------------------------------------------------------------------- I. Purpose of Code. The Code of Ethics establishes rules that govern personal investment activities of the officers, directors and certain employees (or contractors) of Jones & Babson, Inc. ("Jones & Babson"), Investors Mark Advisor, L.L.C., Investors Mark Series Fund, Inc. and each of the funds within the AFBA, Babson, Buffalo and UMB Scout fund groups (the "Funds"), the names of each fund are listed on Schedule A to this Code of Ethics. II. Why Do We Have a Code of Ethics? A. We want to protect our Clients. We have a duty to place the interests of the shareholders of the Funds first and to avoid even the appearance of a conflict of interest. This is how we earn and keep the trust of Fund shareholders. We must conduct ourselves and our personal securities transactions in a manner that does not create a conflict of interest with the Funds or their shareholders, or take unfair advantage of our relationship with them. B. Federal law requires that we have a Code of Ethics The Investment Company Act of 1940 and the Investment Advisers Act of 1940 require that we have in place safeguards to prevent behavior and activities that might disadvantage the Funds or their shareholders. These safeguards are embodied in this Code of Ethics.1 1 Section 17j of the Investment Company Act of 1940 and Rule 17j-1 thereunder as revised in 1999 and Section 204A of the Investment Advisers Act of 1940 and Rule 204-2 thereunder serve as a basis for much of what is contained in this Code of Ethics. III. Does the Code of Ethics Apply to You? Yes! All employees (including contract personnel) of Jones & Babson and the Funds must observe the principles contained in the Code of Ethics. Any director, officer, employee or contractor of Jones & Babson, or any Fund who is already subject to a substantially similar (as determined by Jones & Babson's compliance officer) Code of Ethics because of their association with a separate company, will not be subject to this Code of Ethics. There are different categories of restrictions on personal investing activities. The category in which you have been placed generally depends on your job function, although unique circumstances may prompt us to place you in a different category. The range of categories is as follows: ---------------------------------------------------------------------------------- Fewest Restrictions Most Restrictions ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- Non-Access Person Access Person Investment Person Portfolio Person ---------------------------------------------------------------------------------- In addition, there is a fifth category for the Independent Directors of the Funds. The standard profiles for each of the categories is described below: A. Portfolio Persons. Portfolio Persons are those employees entrusted with direct responsibility and authority to make investment decisions affecting one or more Funds. B. Investment Persons. Investment Persons are financial analysts, investment analysts, traders and other employees who provide information or advice to a portfolio management team or who help execute the portfolio management team's decisions. C. Access Persons. You are an Access Person if, as part of your job, you do any of the following: -participate in the purchase or sale of securities for Fund portfolios; -perform a function which relates to the making of recommendations with respect to such purchases or sales of securities for Fund portfolios; OR -have the ability to obtain information regarding the purchase or sale of securities for Fund portfolios. In addition, you are an Access Person if you are any of the following: -an officer or "interested" director of any Fund; OR -an officer or director of Jones & Babson, Inc. As an Access Person, if you know that during the 5 days immediately preceding or after the date of your transaction, the same security was (1) held by one or more Fund and was being considered for sale, or (2) being considered for purchase by one or more Fund, you must preclear your personal security transaction requests in accordance with Section IV A. D. Non-Access Persons. If you are an officer, director, or employee of any contractor, for a Fund or for Jones & Babson, or if you are an employee of a Fund or Jones & Babson AND you do not fit into any of the above categories, you are a Non-Access Person. Because you normally do not have access to or receive confidential information about Fund portfolios, you are subject only to Sections V(C), VI, VII, VIII, IX and X of this Code of Ethics. E. Independent Directors. If you are a director of a Fund and are not an "interested" director as defined in the Investment Company Act of 1940 ("Independent Director"), you are subject only to Sections II, VII, VIII and IX of this Code of Ethics. However, if you know, or in the ordinary course of fulfilling your official duties as an Independent Director should know, that during the 15 days immediately preceding or after the date of your transaction, the same security was (1) purchased or sold by one or more Fund, or (2) was being considered for purchase or sale by one or more Fund, you will be considered an Access Person for the purpose of trading in that security, and you must comply with all the requirements applicable to Access Persons. IV. Restrictions on Personal Investing Activities. A. Investment and Portfolio Persons Preclearance of Personal Securities Transactions. Before either of the following things happen: -the purchase or sale of a security for your own account; OR -the purchase or sale of a security for an account for which you are a beneficial owner you must follow the following preclearance procedures: 1. Preclear the transaction with Jones & Babson's Compliance Officer. E-mail your request to GCOOKE@JONES&BABSON.COM or fill out a ----------------------- pre-clearance request form, and provide the following information: -Issuer name; -Ticker symbol or CUSIP number; -Type of security (stock, bond, note, etc.); -Maximum expected dollar amount of proposed transaction; AND -Nature of transaction (purchase or sale) 2. If you receive preclearance for the transaction2: You have 5 business days to execute your transaction. 2 How does Jones & Babson determine whether to approve or deny your preclearance request? See Appendix 4 for a description of the process. B. Investment and Portfolio Persons: Additional Restrictions. 1. Initial Public Offerings. You cannot acquire securities issued in an initial public offering. 2. Private Placements. Before you acquire any securities in a private placement, you must obtain written approval from Jones & Babson's compliance officer6. Once you receive approval, you cannot participate in any subsequent consideration of an investment in that issuer for any of the Funds. 3. Short-Term Trading Profits. You cannot profit from any purchase and sale, or sale and purchase, of the same (or equivalent) securities within sixty (60) calendar days. C. Portfolio Persons: Blackout Period. If you are a Portfolio Person, you may not purchase or sell a security within seven (7) days before and after a Fund that you manage executes a trade in that security. V. Reporting Requirements. A. Disclosure of Personal Securities Holdings [Access, Investment and Portfolio Persons] Upon commencement of employment or acquisition of Access Person status, whichever is sooner, and annually thereafter, you must report all securities holdings to the compliance officer. Your initial holdings report is due no later than 10 days after you are designated an Access Person while your annual holdings report is due no later than 30 days after year end. The report must include all securities beneficially owned by you (including securities owned by certain family members), except for code-exempt securities. B. Quarterly Report of Securities Transactions [Access, Investment and Portfolio Persons] Each quarter you must report the purchase or sale of a security in which you have (or will have) any direct or indirect beneficial ownership. This may include securities owned by certain family members. See Appendix 2 for details. (You do not need to report transactions in code-exempt securities.) Jones & Babson will provide you with a form of report. You must file your report no later than 10 days after the end of each calendar quarter. On the report you must state whether you have engaged in a securities transaction during the quarter, and if so provide the following information about each transaction: 3 If you are the compliance officer, you must receive your approval from the President. The date of the transaction, the description and number of shares, and the principal amount of each security involved; The nature of the transaction, that is, purchase, sale or any other type of acquisition or disposition; The transaction price; AND The name of the broker, dealer or bank through whom the transaction was effected. C. Duplicate Confirmations [Non-Access (except Independent Directors), Access, Investment and Portfolio Persons]. You must instruct your broker-dealer to send duplicate confirmations of all transactions (excluding transactions in code-exempt securities) in such accounts to: Jones & Babson Inc. BMA Tower, 700 Karnes Blvd. Kansas City, MO 64108-3306 Attention: Compliance Officer Please note that "your broker-dealer" includes both of the following: a broker or dealer with whom you have a securities brokerage account; AND a broker or dealer who maintains an account for a person whose trades you must report because you are deemed to be a beneficial owner. VI. Can there be any exceptions to the restrictions? Yes. The compliance officer or his or her designee, upon consultation with your manager, may grant limited exemptions to specific provisions of the Code of Ethics on a case-by-case basis. A. How to Request an Exemption Send a written request to Jones & Babson compliance officer detailing your situation. The Jones & Babson compliance officer has been designated to develop procedures reasonably designed to detect violations of this Code and to grant exemptions under certain circumstances. B. Factors Considered In considering your request, the compliance officer or his or her designee will grant your exemption request if he or she is satisfied that: - your request addresses an undue personal hardship imposed on you by the Code of Ethics; - your situation is not contemplated by the Code of Ethics; and - your exemption, if granted, would be consistent with the achievement of the objectives of the Code of Ethics. C. Exemption Reporting All exemptions granted must be reported to the Boards of Directors of the Funds. The Boards of Directors may choose to delegate the task of receiving and reviewing reports to a Committee comprised of Independent Directors. VII. Confidential Information. All information about Fund securities transactions, actual or contemplated, is confidential. You must not disclose, except as required by the duties of your employment, securities transactions of Funds, actual or contemplated, or the contents of any written or oral communication, study, report or opinion concerning any security. This does not apply to information which has already been publicly disclosed. VIII. Conflicts of Interest. A. All Persons except Independent Directors You must receive prior written approval from Jones & Babson or the Funds and/or the Independent Directors of the Funds, as appropriate, to do any of the following: - negotiate or enter into any agreement on the Fund's behalf with any business concern doing or seeking to do business with the Fund if you, or a person related to you, has a substantial interest in the business concern; - enter into an agreement, negotiate or otherwise do business on the Fund's behalf with a personal friend or a person related to you; OR - serve on the board of directors of, or act as consultant to, any publicly traded corporation. B. Independent Director If you are an Independent Director, you cannot serve as officer of, director of, employee of; OR consultant to any corporation or other business entity which - engages in an activity in competition with a Fund; OR - which is engaged in any activity that would create a conflict of interest with your duties unless you receive prior approval of the other Independent Directors. These prohibitions also apply to anyone who lives in the same household with you. IX. What happens if you violate the rules in the Code of Ethics? You may be subject to serious penalties. A. The penalties which may be imposed include: -formal warning; -restriction of trading privileges; -disgorgement of trading profits; -fine; AND/OR -suspension or termination of employment. B. Penalty Factors The factors which may be considered when determining the appropriate penalty include, but are not limited to: -the harm to the interests of the Funds and/or shareholders; -the extent of unjust enrichment; -the frequency of occurrence; -the degree to which there is personal benefit from unique knowledge obtained through employment with the Advisors; -the degree of perception of a conflict of interest; -evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; AND/OR -the level of accurate, honest and timely cooperation from the person subject to the Code of Ethics. If you have any questions about the Code of Ethics, do not hesitate to ask a member of management or Compliance. X. Annual Certification of Compliance with the Code As a condition of your employment, you will be asked to certify annually: -that you have read this Code of Ethics; -that you understand this Code of Ethics; AND -that you have complied with this Code of Ethics. XI. Regular Reporting to Fund Directors The management of Jones & Babson and the Funds will deliver reports to the Board of Directors of each Fund at least annually: of any violation of this Code of Ethics requiring significant sanctions; outlining the results of any sub-adviser or affiliate Code of Ethics monitoring activity; AND certifying that Jones & Babson has adopted reasonable procedures necessary to prevent its access persons from violating this Code of Ethics. XIII. Approval of this Code of Ethics The Board of Directors, including a majority of the independent Directors, of each Fund shall approve this Code of Ethics, and any material changes subsequently made to it. APPENDIX 1: DEFINITIONS 1. "Beneficial Ownership" See "Appendix 2: What is Beneficial Ownership?" 2. "Code-Exempt Security" A "code-exempt security" is a security in which you may invest without preclearing or reporting such transactions with Jones & Babson. The list of Code-Exempt Securities appears in Appendix 3. 3. "Initial Public Offering" "Initial public offering" means an offering of securities for which a registration statement has not previously been filed with the SEC and for which there is no active public market in the shares. 4. "Private Placement" "Private placement" means an offering of securities in which the issuer relies on an exemption from the registration provisions of the federal securities laws, and usually involves a limited number of sophisticated investors and a restriction on resale of the securities. 5. "Security" A "security" includes a great number of different investment vehicles. However, for purposes of this Code of Ethics, "security" includes any of the following: note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or in general, any interest or instrument commonly known as a "security," or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, future on or warrant or right to subscribe to or purchase, any of the foregoing. APPENDIX 2: WHAT IS "BENEFICIAL OWNERSHIP"? 1. Are securities held by family members "beneficially owned" by me? --------------- Probably. As a general rule, you are regarded as the beneficial owner of securities held in the name of your spouse; your minor children; a relative who shares your home; OR any other person IF: You obtain from such securities benefits substantially similar to those of ownership. For example, if you receive or benefit from some of the income from the securities held by your spouse, you are the beneficial owner; OR You can obtain title to the securities now or in the future. 2. Are securities held by a company I own also "beneficially owned" by me? --------- Probably not. Owning the securities of a company does not mean you "beneficially own" the securities that the company itself owns. However, you will be deemed to "beneficially own" these securities if: The company is merely a medium through which you (by yourself or with others) in a small group invest or trade in securities; AND The company has no other substantial business. In such cases, you and those who are in a position to control the company will be deemed to "beneficially own" the securities owned by the company. 3. Are securities held in trust "beneficially owned" by me? -------- Maybe. You are deemed to "beneficially own" securities held in trust if any of the following is true: You are a trustee and either you or members of your immediate family have a vested interest in the income or corpus of the trust; You have a vested beneficial interest in the trust; OR You are settlor of the trust and you have the power to revoke the trust without obtaining the consent of all the beneficiaries. As used in this section, the "immediate family" of a trustee means: A son or daughter of the trustee, or a descendent of either; A stepson or stepdaughter of the trustee; The father or mother of the trustee, or an ancestor of either; A stepfather or stepmother of the trustee; and A spouse of the trustee. For the purpose of determining whether any of the foregoing relationships exists, a legally adopted child of a person is considered a child of such person by blood. 4. Are securities in pension or retirement plans "beneficially owned" by me? Probably not. Beneficial ownership does not include indirect interest by any person in portfolio securities held by a pension or retirement plan holding securities of an issuer whose employees generally are the beneficiaries of the plan. However, your participation in a pension or retirement plan is considered beneficial ownership of the portfolio securities if you can withdraw and trade the securities without withdrawing from the plan. 5. Examples of Beneficial Ownership Securities Held by Family Members Example 1: Tom and Mary are married. Although Mary has an independent source of income from a family inheritance and segregates her funds from those of her husband, Mary contributes to the maintenance of the family home. Tom and Mary have engaged in joint estate planning and have the same financial adviser. Since Tom and Mary's resources are clearly significantly directed towards their common property, they shall be deemed to be the beneficial owners of each other's securities. Example 2: Mike's adult son David lives in Mike's home. David is self-supporting and contributes to household expenses. Mike is a beneficial owner of David's securities. Example 3: Joe's mother Margaret lives alone and is financially independent. Joe has power of attorney over his mother's estate, pays all her bills and manages her investment affairs. Joe borrows freely from Margaret without being required to pay back funds with interest, if at all. Joe takes out personal loans from Margaret's bank in Margaret's name, the interest from such loans being paid from Margaret's account. Joe is a significant heir of Margaret's estate. Joe is a beneficial owner of Margaret's estate. Securities Held by a Company Example 4: ABC is a holding company with five shareholders owning equal shares in the company. Although ABC Company does no business on its own, it has several wholly-owned subsidiaries which invest in securities. Stan is a shareholder of ABC Company. Stan has a beneficial interest in the securities owned by ABC Company's subsidiaries. Securities Held in Trust Example 5: John is trustee of a trust created for his two minor children. When both of John's children reach 21, each shall receive an equal share of the corpus of the trust. John is a beneficial owner of the trust. Example 6: Jane is trustee of an irrevocable trust for her daughter. Jane is a director of the issuer of the equity securities held by the trust. The daughter is entitled to the income of the trust until she is 25 years old, and is then entitled to the corpus. If the daughter dies before reaching 25, Jane is entitled to the corpus. Jane is a beneficial owner of the trust. Example 7: Tom's spouse is the beneficiary of an irrevocable trust managed by a third party investment adviser. Tom is a beneficial owner of the trust. GC 01/17/2000 Appendix 3 APPENDIX 3: CODE-EXEMPT SECURITIES Because they do not pose a possibility for abuse, some securities are exempt from the Advisors' Code of Ethics. The following is the current list of "Code-Exempt Securities": -Mutual funds (open-end funds) -Bank Certificates of Deposit -U.S. government securities (such as Treasury notes, etc.) -Securities which are acquired through an employer-sponsored automatic payroll deduction plan -securities purchased through dividend reinvestment programs -commercial paper; -bankers acceptances; AND -Futures contracts (and option contracts) on the following: -Standard & Poor's 500 Index; or -Standard & Poor's 100 Index We may modify this list of securities at any time, please send a written request to Jones & Babson to request the most current list. APPENDIX 4: HOW DOES THE PRECLEARANCE PROCESS WORK? After requesting pre-clearance from the compliance officer, your request is then subjected to the following test. Step 1: Blackout Test -Is the security in question on the relevant Access Person, Investment or Portfolio Person blackout list? If "YES", the system will send a message to you to DENY the personal trade request. If "NO", then your request will be approved by the compliance officer. The preclearance process can be changed at any time to ensure that the goals of the Advisors' Code of Ethics are advanced. SCHEDULE A THE FUNDS: AFBA FIVE STAR FUND, INC. D.L. BABSON BOND TRUST BABSON ENTERPRISE FUND, INC. BABSON ENTERPRISE FUND II, INC. DAVID L. BABSON GROWTH FUND, INC. SHADOW STOCK FUND, INC. BABSON VALUE FUND, INC. D.L. BABSON MONEY MARKET FUND, INC. D.L. BABSON TAX-FREE INCOME FUND, INC. BABSON-STEWART IVORY INTERNATIONAL FUND, INC. BUFFALO BALANCED FUND, INC. BUFFALO EQUITY FUND, INC. BUFFALO SMALL CAP FUND, INC. BUFFALO USA GLOBAL FUND, INC. BUFFALO HIGH YIELD FUND, INC. INVESTORS MARK SERIES FUND, INC. UMB SCOUT CAPITAL PRESERVATION FUND, INC. UMB SCOUT WORLDWIDE FUND UMB SCOUT WORLDWIDE SELECT FUND UMB SCOUT KANSAS TAX-EXEMPT BOND FUND, INC. UMB SCOUT STOCK FUND UMB SCOUT STOCK SELECT FUND UMB SCOUT REGIONAL FUND, INC. UMB SCOUT BOND FUND, INC. UMB SCOUT MONEY MARKET FUND, INC. UMB SCOUT TAX-FREE MONEY MARKET FUND, INC. UMB SCOUT BALANCED FUND, INC. UMB SCOUT EQUITY INDEX FUND UMB SCOUT TECHNOLOGY FUND ACKNOWLEDGMENT OF CODE OF ETHICS I have read the Code of Ethics and agree to comply with its provisions. ______________________________ Print Name ______________________________ _____________________ Signature Date ------------------------------------------------------------------------------- Exhibit No. EX-99.p.3 KORNITZER CAPITAL MANAGEMENT, INC. CODE OF ETHICS (Revised January 2000) Terms which are in bold italics in the text are defined in Appendix 1. ------------------------------------------------------------------------------- I. Purpose of Code. The Code of Ethics establishes rules that govern personal investment activities of the officers, directors and certain employees (or contractors) of Kornitzer Capital Management, Inc. (KCM). II. Why Do We Have a Code of Ethics? A. We want to protect our Clients. We have a duty to place the interests of our clients and fund shareholders first and to avoid even the appearance of a conflict of interest. This is how we earn and keep the trust of our clients and fund shareholders. We must conduct ourselves and our personal securities transactions in a manner that does not create a conflict of interest with our clients and fund shareholders, or take unfair advantage of our relationship with them. B. Federal law requires that we have a Code of Ethics The Investment Company Act of 1940 and the Investment Advisers Act of 1940 require that we have in place safeguards to prevent behavior and activities that might disadvantage our clients, the Funds or their shareholders. These safeguards are embodied in this Code of Ethics.1 1 Section 17j of the Investment Company Act of 1940 and Rule 17j-1 thereunder as revised in 1999 and Section 204A of the Investment Advisers Act of 1940 and Rule 204-2 thereunder serve as a basis for much of what is contained in this Code of Ethics. III. Does the Code of Ethics Apply to You? Yes! All employees (including contract personnel) of KCM must observe the principles contained in the Code of Ethics. Any director, officer, employee or contractor of KCM who is already subject to a substantially similar Code of Ethics because of their association with a separate company, will not be subject to this Code of Ethics. There are different categories of restrictions on personal investing activities. The category in which you have been placed generally depends on your job function, although unique circumstances may prompt us to place you in a different category. The range of categories is as follows: -------------------------------------------------------------------------------- Fewest Restrictions Most Restrictions -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Non-Access Person Access Person Investment Person Portfolio Person -------------------------------------------------------------------------------- The standard profiles for each of the categories is described below: A. Portfolio Persons. Portfolio Persons are those employees entrusted with direct responsibility and authority to make investment decisions affecting clients assets and mutual funds managed by KCM. B. Investment Persons. Investment Persons are financial analysts, investment analysts, traders and other employees who provide information or advice to a portfolio management team or who help execute the portfolio management team's decisions. C. Access Persons. You are an Access Person if, as part of your job, you do any of the following: -participate in the purchase or sale of securities for client or Fund portfolios; -perform a function which relates to the making of recommendations with respect to such purchases or sales of securities for client or Fund portfolios; OR -have the ability to obtain information regarding the purchase or sale of securities for client or Fund portfolios. In addition, you are an Access Person if you are any of the following: -an officer or director of KCM. As an Access Person, if you know that during the 5 days immediately preceding or after the date of your transaction, the same security was (1) held by one or more Fund and was being considered for sale, or (2) being considered for purchase by one or more Fund, you must preclear your personal security transaction requests in accordance with Section IV A. D. Non-Access Persons. If you are an officer, director, or employee of any contractor, for KCM AND you do not fit into any of the above categories, you are a Non-Access Person. Because you normally do not have access to or receive confidential information about Fund portfolios, you are subject only to Sections V(C), VI, VII, VIII, IX and X of this Code of Ethics. IV. Restrictions on Personal Investing Activities. A. Investment and Portfolio Persons Preclearance of Personal Securities Transactions. Before either of the following things happen: -the purchase or sale of a security for your own account; OR -the purchase or sale of a security for an account for which you are a beneficial owner you must follow the following preclearance procedures: 1. Preclear the transaction with KCM's Compliance Officer. 2. If you receive preclearance for the transaction2: You have 5 business days to execute your transaction. B. Investment and Portfolio Persons: Additional Restrictions. 1. Initial Public Offerings. You cannot acquire securities issued in an initial public offering. 2. Private Placements. Before you acquire any securities in a private placement, you must obtain written approval from KCM's compliance officer3. Once you receive approval, you cannot participate in any subsequent consideration of an investment in that issuer for any of the Funds. 3. Short-Term Trading Profits. You cannot profit from any purchase and sale, or sale and purchase, of the same (or equivalent) securities within sixty (60) calendar days. C. Portfolio Persons: Blackout Period. If you are a Portfolio Person, you may not purchase or sell a security within seven (7) days before and after a Fund that you manage executes a trade in that security. 2 How does KCM determine whether to approve or deny your preclearance request? See Appendix 4 for a description of the process. 3 If you are the compliance officer, you must receive your approval from the President. V. Reporting Requirements. A. Disclosure of Personal Securities Holdings [Access, Investment and Portfolio Persons] Upon commencement of employment or acquisition of Access Person status, whichever is sooner, and annually thereafter, you must report all securities holdings to the compliance officer. Your initial holdings report is due no later than 10 days after you are designated an Access Person while your annual holdings report is due no later than 30 days after year end. The report must include all securities beneficially owned by you (including securities owned by certain family members), except for code-exempt securities. B. Quarterly Report of Securities Transactions [Access, Investment and Portfolio Persons] Each quarter you must report the purchase or sale of a security in which you have (or will have) any direct or indirect beneficial ownership. This may include securities owned by certain family members. See Appendix 2 for details. (You do not need to report transactions in code-exempt securities.) KCM will provide you with a form of report. You must file your report no later than 10 days after the end of each calendar quarter. On the report you must state whether you have engaged in a securities transaction during the quarter, and if so provide the following information about each transaction: -The date of the transaction, the description and number of shares, and the principal amount of each security involved; -The nature of the transaction, that is, purchase, sale or any other type of acquisition or disposition; -The transaction price; AND -The name of the broker, dealer or bank through whom the transaction was effected. C. Duplicate Confirmations [Non-Access (except Independent Directors), Access, Investment and Portfolio Persons]. You must instruct your broker-dealer to send duplicate confirmations of all transactions (excluding transactions in code-exempt securities) in such accounts to: Kornitzer Capital Management 5420 W 61st Place Shawnee Mission, KS 66205 Attention: Compliance Officer Please note that "your broker-dealer" includes both of the following: -a broker or dealer with whom you have a securities brokerage account; AND -a broker or dealer who maintains an account for a person whose trades you must report because you are deemed to be a beneficial owner. VI. Can there be any exceptions to the restrictions? Yes. The compliance officer or his or her designee, upon consultation with your manager, may grant limited exemptions to specific provisions of the Code of Ethics on a case-by-case basis. A. How to Request an Exemption Send a written request to KCM compliance officer detailing your situation. The KCM compliance officer has been designated to develop procedures reasonably designed to detect violations of this Code and to grant exemptions under certain circumstances. B. Factors Considered In considering your request, the compliance officer or his or her designee will grant your exemption request if he or she is satisfied that: -your request addresses an undue personal hardship imposed on you by the Code of Ethics; -your situation is not contemplated by the Code of Ethics; and -your exemption, if granted, would be consistent with the achievement of the objectives of the Code of Ethics. C. Exemption Reporting All exemptions granted must be reported to the Boards of Directors of the Funds managed by KCM. The Boards of Directors may choose to delegate the task of receiving and reviewing reports to a Committee comprised of Independent Directors. VII. Confidential Information. All information about client and Fund securities transactions, actual or contemplated, is confidential. You must not disclose, except as required by the duties of your employment, securities transactions of clients and Funds, actual or contemplated, or the contents of any written or oral communication, study, report or opinion concerning any security. This does not apply to information which has already been publicly disclosed. VIII. Conflicts of Interest. A. All Persons except Independent Directors You must receive prior written approval from KCM and/or the Independent Directors of the Funds managed by KCM, as appropriate, to do any of the following: -negotiate or enter into any agreement on the company's or a Fund's behalf with any business concern doing or seeking to do business with the company or Fund if you, or a person related to you, has a substantial interest in the business concern; -enter into an agreement, negotiate or otherwise do business on the company's or Fund's behalf with a personal friend or a person related to you; OR -serve on the board of directors of, or act as consultant to, any publicly traded corporation. IX. What happens if you violate the rules in the Code of Ethics? You may be subject to serious penalties. A. The penalties which may be imposed include: formal warning; restriction of trading privileges; disgorgement of trading profits; fine; AND/OR suspension or termination of employment. B. Penalty Factors The factors which may be considered when determining the appropriate penalty include, but are not limited to: -the harm to the interests of the clients, Funds and/or shareholders; -the extent of unjust enrichment; -the frequency of occurrence; -the degree to which there is personal benefit from unique knowledge obtained through employment with the company; -the degree of perception of a conflict of interest; -evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; AND/OR -the level of accurate, honest and timely cooperation from the person subject to the Code of Ethics. If you have any questions about the Code of Ethics, do not hesitate to ask a member of management or Compliance. X. Annual Certification of Compliance with the Code As a condition of your employment, you will be asked to certify annually: -that you have read this Code of Ethics; -that you understand this Code of Ethics; AND -that you have complied with this Code of Ethics. XI. Regular Reporting to Fund Directors The management of KCM and the Funds will deliver reports to the Board of Directors of each Fund at least annually: -of any violation of this Code of Ethics requiring significant sanctions; -outlining the results of any sub-adviser or affiliate Code of Ethics monitoring activity; AND -certifying that KCM has adopted reasonable procedures necessary to prevent its access persons from violating this Code of Ethics. XIV. Approval of this Code of Ethics The Board of Directors, including a majority of the independent Directors, of each Fund managed by KCM shall approve this Code of Ethics, and any material changes subsequently made to it. -------- APPENDIX 1: DEFINITIONS 1. "Beneficial Ownership" See "Appendix 2: What is Beneficial Ownership?" 2. "Code-Exempt Security" A "code-exempt security" is a security in which you may invest without preclearing or reporting such transactions with KCM. The list of Code-Exempt Securities appears in Appendix 3. 3. "Initial Public Offering" "Initial public offering" means an offering of securities for which a registration statement has not previously been filed with the SEC and for which there is no active public market in the shares. 4. "Private Placement" "Private placement" means an offering of securities in which the issuer relies on an exemption from the registration provisions of the federal securities laws, and usually involves a limited number of sophisticated investors and a restriction on resale of the securities. 5. "Security" A "security" includes a great number of different investment vehicles. However, for purposes of this Code of Ethics, "security" includes any of the following: note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or in general, any interest or instrument commonly known as a "security," or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, future on or warrant or right to subscribe to or purchase, any of the foregoing. APPENDIX 2: WHAT IS "BENEFICIAL OWNERSHIP"? 1. Are securities held by family members "beneficially owned" by me? --------------- Probably. As a general rule, you are regarded as the beneficial owner of securities held in the name of your spouse; your minor children; a relative who shares your home; OR any other person IF: You obtain from such securities benefits substantially similar to those of ownership. For example, if you receive or benefit from some of the income from the securities held by your spouse, you are the beneficial owner; OR You can obtain title to the securities now or in the future. 2. Are securities held by a company I own also "beneficially owned" by me? --------- Probably not. Owning the securities of a company does not mean you "beneficially own" the securities that the company itself owns. However, you will be deemed to "beneficially own" these securities if: -The company is merely a medium through which you (by yourself or with others) in a small group invest or trade in securities; AND -The company has no other substantial business. In such cases, you and those who are in a position to control the company will be deemed to "beneficially own" the securities owned by the company. 3. Are securities held in trust "beneficially owned" by me? -------- Maybe. You are deemed to "beneficially own" securities held in trust if any of the following is true: -You are a trustee and either you or members of your immediate family have a vested interest in the income or corpus of the trust; -You have a vested beneficial interest in the trust; OR -You are settlor of the trust and you have the power to revoke the trust without obtaining the consent of all the beneficiaries. As used in this section, the "immediate family" of a trustee means: A son or daughter of the trustee, or a descendent of either; A stepson or stepdaughter of the trustee; The father or mother of the trustee, or an ancestor of either; A stepfather or stepmother of the trustee; and A spouse of the trustee. For the purpose of determining whether any of the foregoing relationships exists, a legally adopted child of a person is considered a child of such person by blood. 4. Are securities in pension or retirement plans "beneficially owned" by me? Probably not. Beneficial ownership does not include indirect interest by any person in portfolio securities held by a pension or retirement plan holding securities of an issuer whose employees generally are the beneficiaries of the plan. However, your participation in a pension or retirement plan is considered beneficial ownership of the portfolio securities if you can withdraw and trade the securities without withdrawing from the plan. 5. Examples of Beneficial Ownership Securities Held by Family Members Example 1: Tom and Mary are married. Although Mary has an independent source of income from a family inheritance and segregates her funds from those of her husband, Mary contributes to the maintenance of the family home. Tom and Mary have engaged in joint estate planning and have the same financial adviser. Since Tom and Mary's resources are clearly significantly directed towards their common property, they shall be deemed to be the beneficial owners of each other's securities. Example 2: Mike's adult son David lives in Mike's home. David is self-supporting and contributes to household expenses. Mike is a beneficial owner of David's securities. Eample 3: Joe's mother Margaret lives alone and is financially independent. Joe has power of attorney over his mother's estate, pays all her bills and manages her investment affairs. Joe borrows freely from Margaret without being required to pay back funds with interest, if at all. Joe takes out personal loans from Margaret's bank in Margaret's name, the interest from such loans being paid from Margaret's account. Joe is a significant heir of Margaret's estate. Joe is a beneficial owner of Margaret's estate. Securities Held by a Company Example 4: ABC is a holding company with five shareholders owning equal shares in the company. Although ABC Company does no business on its own, it has several wholly-owned subsidiaries which invest in securities. Stan is a shareholder of ABC Company. Stan has a beneficial interest in the securities owned by ABC Company's subsidiaries. Securities Held in Trust Example 5: John is trustee of a trust created for his two minor children. When both of John's children reach 21, each shall receive an equal share of the corpus of the trust. John is a beneficial owner of the trust. Example 6: Jane is trustee of an irrevocable trust for her daughter. Jane is a director of the issuer of the equity securities held by the trust. The daughter is entitled to the income of the trust until she is 25 years old, and is then entitled to the corpus. If the daughter dies before reaching 25, Jane is entitled to the corpus. Jane is a beneficial owner of the trust. Example 7: Tom's spouse is the beneficiary of an irrevocable trust managed by a third party investment adviser. Tom is a beneficial owner of the trust. APPENDIX 3: CODE-EXEMPT SECURITIES Because they do not pose a possibility for abuse, some securities are exempt from the Advisors' Code of Ethics. The following is the current list of "Code-Exempt Securities": Mutual funds (open-end funds) Bank Certificates of Deposit U.S. government securities (such as Treasury notes, etc.) Securities which are acquired through an employer-sponsored automatic payroll deduction plan securities purchased through dividend reinvestment programs commercial paper; bankers acceptances; AND Futures contracts (and option contracts) on the following: Standard & Poor's 500 Index; or Standard & Poor's 100 Index We may modify this list of securities at any time, please send a written request to KCM to request the most current list. APPENDIX 4: HOW DOES THE PRECLEARANCE PROCESS WORK? After requesting pre-clearance from the compliance officer, your request is then subjected to the following test. Step 1: Blackout Test Is the security in question on the relevant Access Person, Investment or Portfolio Person blackout list? If "YES", the compliance officer will DENY the personal trade request. If "NO", then your request will be approved by the compliance officer. The preclearance process can be changed at any time to ensure that the goals of the Advisors' Code of Ethics are advanced. ACKNOWLEDGMENT OF CODE OF ETHICS I have read the Code of Ethics and agree to comply with its provisions. __________________________ Print Name __________________________ ____________________ Signature Date -------------------------------------------------------------------------------
|