SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
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Pre-Effective Amendment No. / /
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Post-Effective Amendment No. 4
/ X /
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
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Amendment No. 5 / X /
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(Check appropriate box or boxes.)
THE BSG FUNDS - FILE NOS. 333-22075 AND 811-8061
(Exact Name of Registrant as Specified in Charter)
1105 SCHROCK ROAD, SUITE 437, COLUMBUS, OHIO 43229
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (614) 848-3400
CPM STATUTORY AGENT CORPORATION, 366 EAST BROAD STREET, COLUMBUS, OHIO 43215
(Name and Address of Agent for Service)
With copy to:
Donald S. Mendelsohn, Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, Cincinnati, Ohio 45202
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b)
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/ / on ____________________ pursuant to paragraph (b)
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/ X / 60 days after filing pursuant to paragraph (a) (1)
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/ / on (date) pursuant to paragraph (a) (1)
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/ / 75 days after filing pursuant to paragraph (a) (2)
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/ / on (date) pursuant to paragraph (a) (2) of Rule 485.
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If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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BANC STOCK GROUP FUND
PROSPECTUS ________, 1999
1105 Schrock Road, Suite 437
Columbus, Ohio 43229
For Information, Shareholder Services and Requests:
(888) BANK-595
Banc Stock Group Fund seeks to provide long-term capital appreciation.
AS WITH ALL MUTUAL FUND SHARES AND PROSPECTUSES, THE SECURITIES AND EXCHANGE
COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SHARES OR THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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INVESTMENT OBJECTIVE
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The investment objective of the Fund is to provide long-term capital
appreciation.
HOW THE FUND PURSUES ITS OBJECTIVE
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The Fund pursues its objective by normally investing at least 65% of its
total assets in equity securities of community banks, lending institutions and
financial services companies believed to offer superior prospects for long term
growth. The Fund's adviser selects stocks of banks with low price to earnings
ratios, minimal loan losses and long histories of profitability, located in
stable communities with growth potential.
PRINCIPAL RISKS OF INVESTING IN THE FUND
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All investments carry risks to some degree. The Fund's portfolio is subject
to the risks associated with common stock investing, such as selecting
individual companies that do not perform as anticipated. Overall stock market
risks may also affect the value of the Fund. Factors such as domestic economic
growth and market conditions, interest rate levels, and political events affect
the securities markets. As with any mutual fund investment, the Fund's returns
may vary and you could lose money.
Because the Fund's portfolio is concentrated in the banking industry, it is
subject to risks in addition to those that apply to the general equity market.
Economic, legislative or regulatory developments may occur which significantly
affect the entire banking industry. This may cause the Fund's net asset value to
fluctuate more than that of a fund that does not concentrate in a particular
industry. For example:
o Extensive governmental regulation may limit both the amounts and types
of loans and other financial commitments banks and other lending
institutions can make, and the interest rates and fees they can
charge.
o Profitability is largely dependent on the availability and cost of
capital funds, and can fluctuate significantly when interest rates
change.
o Credit losses resulting from financial difficulties of borrowers can
negatively impact the industry.
As you can see, a number of factors, in addition to general economic
conditions, can adversely affect the financial performance and condition of the
institutions in which the Fund invests.
In addition, because many community banks and other lending institutions
are smaller capitalization companies, the Fund may be subject to the risks
associated with such companies. For example, less frequent trading, with smaller
volume than larger capitalization companies, may make it difficult for the Fund
to buy and sell shares. Also, the market price of smaller capitalization
companies tends to rise more in response to buying demand and fall more in
response to selling pressure than is the case with larger capitalization
companies.
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An investment in the Fund is not a deposit or obligation of any bank, is
not endorsed or guaranteed by any bank, and is not insured by the Federal
Deposit Insurance Corporation (FDIC) or any other government agency.
IS THIS FUND RIGHT FOR YOU?
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The Fund is designed for:
o long term investors seeking a fund with long term capital appreciation
o investors willing to accept price fluctuations and market cycles
o investors looking to diversify their portfolio into the banking
industry
HOW THE FUND HAS PERFORMED
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The chart and table below show the variability of the Fund's returns, which
is one indicator of the risks of investing in the Fund. The bar chart shows
changes in the Fund's returns since the Fund's inception. Sales loads are not
reflected in the bar chart and, if these amounts were reflected, returns would
be less than those shown. The table shows how the Fund's average annual total
returns compare over time to those of a broad-based securities market index. Of
course, the Fund's past performance is not necessarily an indication of its
future performance.
Insert bar chart with the following plot points*:
(Total return as of December 31, 1998)
1998...............___%
1999...............___%
*The Fund's year-to-date return as of March 31, 1999 was __%
Since August 1, 1997 (the Fund's inception), the highest return for a
quarter was ____% (Q__, 19__); and the lowest return was _____% (Q__, 19__).
AVERAGE ANNUAL TOTAL RETURNS:
ONE YEAR SINCE INCEPTION
Class A Shares ____% ____%
S&P Index ____% ____%
Russell 2000 Index ____% ____%
COSTS OF INVESTING IN THE FUND
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The following table describes the expenses and fees that you may pay if you
buy and hold shares of the Fund.
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SHAREHOLDER FEES (FEES PAID DIRECTLY
FROM YOUR INVESTMENT)1 CLASS A CLASS C
Maximum Front End Sales Load Imposed on Purchases........4.00%........NONE
Maximum Contingent Deferred Sales Charge ................NONE.........2.00%
Sales Load Imposed on Reinvested Dividends...............NONE.........NONE
Redemption Fee...........................................NONE.........NONE
Exchange Fee.............................................NONE.........NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)2
Management Fees.................................2.25%........2.25%
Distribution (12b-1) Fees.......................0.25%........1.00%
Other Expenses .................................____%........____%
Total Fund Operating Expenses............................2.__%........3.__%
Expense Reimbursement2 ____% ____%
Net Fund Operating Expenses 2.50% 3.25%
1 Processing organizations may impose transactional fees on shareholders.
2 The Adviser has agreed to reimburse other expenses through __________, 2000
to the extent necessary to maintain net fund operating expenses as
indicated. The Adviser may not unilaterally change the contract until
________, 2000.
EXAMPLE:
The example below is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example uses the
same assumptions as other mutual fund prospectuses: a $10,000 initial
investment, 5% annual total return, constant operating expenses, and sale of all
shares at the end of each time period. Your actual expenses may be different.
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class A $___ $___ $___ $___
Class C
if you sold your shares
at the end of the period $___ $___ $___ $___
if you stayed in the fund $___ $___ $___ $___
ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RELATED RISKS
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o General
The Adviser typically follows from 150 to 400 banks at any one time as
candidates for investment. The Adviser researches these equity securities on the
basis of the fundamentals of return on equity, return on assets, low loan loss
experience, prosperous market conditions, special niche services,
consumer-oriented staff, and experienced and seasoned management. The Adviser
also considers the portion of insider ownership as it believes this is one
indicator of the care and concern a bank's management and board of directors
bring to the institution and it shareholders. The Fund may invest in banks that
are not members of the Federal Reserve System or whose deposits are not insured
by the Federal Deposit Insurance Corporation.
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Up to 15% of the Fund's portfolio may consist of illiquid securities.
Illiquid securities generally include securities that cannot be disposed of
promptly and in the ordinary course of business without taking a reduced price.
The investment objective of the Fund may be changed without the affirmative
vote of a majority of the outstanding shares of the Fund. Any such change may
result in the Fund having an investment objective different from the objective
that the shareholders considered appropriate at the time of investment in the
Fund.
o Temporary strategies
Although the Fund will invest primarily in equity securities of banks and
other lending institutions, the Fund may invest in equity securities of
companies outside the banking industry and, for temporary defensive purposes
under abnormal market or economic conditions, may hold all or a portion of its
assets in money market instruments (high quality income securities with
maturities of less than one year), securities of money market funds or U.S.
government repurchase agreements. The Fund may also invest in such investments
at any time to maintain liquidity or pending selection of investments in
accordance with its policies. As a result, the Fund may not achieve its
investment objective. If the Fund acquires securities of money market funds, the
shareholders of the Fund will be subject to duplicative management fees.
o Year 2000
Like other mutual funds, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the Adviser or the Fund's various service providers do
not properly process and calculate date-related information and data from and
after January 1, 2000. This is commonly known as the "Year 2000 Issue."
The Adviser, the Fund, and the transfer agent have taken steps that they
believe are reasonably designed to address the Year 2000 Issue with respect to
computer systems that are used and to obtain reasonable assurances that
comparable steps are being taken by the Fund's major service providers. At this
time, however, there can be no assurance that these steps will be sufficient to
avoid any adverse impact on the Fund. In addition, the Adviser and the Fund
cannot make any assurances that the Year 2000 Issue will not affect the
companies in which the Fund invests or worldwide markets and economies. However,
a critical part of the Adviser's Year 2000 Compliance Program is devoted to
determining the extent to which the Fund is at risk because of the failure of
the companies in its portfolio to address the Year 2000 Issue. The Adviser is
communicating with these portfolio companies to ascertain whether they are
addressing their Year 2000 Issues and are either Year 2000 compliant or expect
to be compliant on a timely basis. To the extent any company in the portfolio
does not provide satisfactory responses, the Fund will sell the corresponding
securities from the portfolio.
PRICING YOUR SHARES
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When you buy and sell shares, the price of the shares is based on the
Fund's net asset value per share (NAV). The NAV is calculated at the close of
trading (normally 4:00 p.m. Eastern time) on each day the New York Stock
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Exchange is open for business. The NAV is calculated by dividing the value of
the Fund's total assets (including interest and dividends accrued but not yet
received) minus liabilities (including accrued expenses) by the total number of
shares outstanding. The Fund's assets are generally valued at their market
value. If market prices are not available, or if an event occurs after the close
of the trading market that materially affects the values, assets may be valued
at their fair value. Requests to buy and sell shares are processed at the NAV
next calculated after we receive your order in the form described below.
HOW TO BUY SHARES
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INITIAL PURCHASE
The minimum initial investment is $2,500 ($1,000 for shareholders
participating in the continuing automatic transfer program). There is no minimum
for qualified retirement accounts and medical savings accounts.
You may open an account and make an initial investment through securities
dealers who have a sales agreement with Banc Stock Financial Services, Inc., the
Fund's distributor. You may also make a direct initial investment by following
these steps:
o complete and sign the investment application form which accompanies
this Prospectus;
o draft a check made payable to Banc Stock Group Fund;
o identify on the check and the application the Class in which you would
like to invest;
o mail the application and check to:
Banc Stock Group Fund
c/o Mutual Funds Service Co.
6000 Memorial Drive
Dublin, OH 43017
CAT PROGRAM
When making your initial investment, you may choose to participate in the
Fund's continuing automatic transfer ("CAT") program by completing the separate
CAT Investment Application Form. The CAT Program offers reduced investment
minimums and helps investors make additional purchases of the Fund over a period
of years. Purchase amounts are automatically debited each month from your bank
account through ACH (automated clearing house).
SALES LOADS
o CLASS A SHARES
Shares of the Fund are purchased at the public offering price. The public
offering price for Class A shares is the next determined NAV plus a sales load
as shown in the following table.
================================= ===================== ========================
Sales Load as of % of:
Public Net
Offering Amount Dealer Reallowance as %
Amount of Investment Price Invested of Public Offering Price
================================= ===================== ========================
Less than $50,000 4.00% 4.38% 3.75%
$50,000 but less than $100,000 3.50% 3.73% 3.25%
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$100,000 but less than $250,000 2.75% 2.88% 2.50%
$250,000 but less than $500,000 2.00% 2.04% 1.75%
$500,000 but less than $1,000,000 1.00% 1.01% .75%
$1,000,000 or more None None None
================================= ===================== ========================
o CLASS C SHARES
Class C shares are subject to a contingent deferred sales charge ("CDSC")
(based on the lower of the shares' cost and current NAV) of 2% if redeemed
within one year of the purchase date or 1% if redeemed after one year but before
two years of the purchase date. The holding period for the CDSC begins on the
day you buy your shares. Your shares will age one month on that same date the
next month and each following month. For example: if you buy shares on the 18th
of the month, they will age one month on the 18th day of the next month and each
following month. In determining whether the CDSC applies to a redemption of CDSC
Shares, CDSC Shares not subject to a CDSC are redeemed first.
The CDSC will be waived (i) on redemption of shares following the death of
the shareholder and (ii) on certain redemptions in connection with IRAs and
other qualified retirement plans.
DISTRIBUTION PLANS
Each class has adopted a plan under Rule 12b-1 that allows the class to pay
distribution fees for the sale and distribution of its shares. The Distribution
Plan for Class C shares also allows the class to pay for services provided to
shareholders. Class A shares pay annual 12b-1 expenses of 0.25% and Class C
shares pay annual 12b-1 expenses of 1.00% (of which 0.75% is an asset based
sales charge and 0.25% is a service fee). Because these fees are paid out of the
Fund's assets on an on-going basis, over time these fees will increase the cost
of your investment and may cost you more than paying other types of sales
charges.
ADDITIONAL PURCHASES
The minimum additional purchase is $500 ($100 for CAT purchases). You may
buy additional shares at any time through your securities dealer. Or you may buy
additional shares directly from the Fund, by mail or wire. Mail your request,
with the following information, to the address above:
o the name of your account;
o your account number; and
o a check made payable to Banc Stock Group Fund.
To purchase shares of the Fund by wire, call the Transfer Agent at (888)
BANK-595 for instructions. Then, provide your bank with the following wiring
information:
Firstar Bank, N.A.
ABA #0420-0001-3
Attn: Banc Stock Group Fund
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D.D.A. #486448004
Account Name _________________ (write in shareholder
name) For Account # ______________ (write in account
number)
The Fund will accept wire orders only on a day on which the Fund, the
Custodian and the Transfer Agent are open for business. A wire purchase will be
considered made when the wired money is received and the purchase is accepted by
the Fund. Any delays that may occur in wiring money, including delays that may
occur in processing by the banks, are not the responsibility of the Fund or the
Transfer Agent. There is presently no fee for the receipt of wired funds, but
the Fund may charge a fee in the future.
TAX SHELTERED RETIREMENT PLANS
Since the Fund is oriented to longer term investments, shares of the Fund
may be an appropriate investment medium for tax sheltered retirement plans,
including: individual retirement plans (IRAs); simplified employee pensions
(SEPs); 401(k) plans; qualified corporate pension and profit sharing plans (for
employees); tax deferred investment plans (for employees of public school
systems and certain types of charitable organizations); and other qualified
retirement plans.
Call us at 888-BANK-595 to open an IRA or SEP plan or obtain more specific
information regarding these retirement plan options. Custodial fees for an IRA
will be paid by redemption of Fund shares from the IRA unless you pay these fees
directly to the IRA custodian.
OTHER PURCHASE INFORMATION
We reserve the right to limit the amount of purchases and to refuse to sell
to any person. If your check or wire does not clear, you will be responsible for
any loss incurred by the Fund. If you are already a shareholder, we can redeem
shares from any identically registered account in the Fund as reimbursement for
any loss incurred. You may be prohibited or restricted from making future
purchases in the Fund.
Trustees, directors, officers and employees of the Trust, the Adviser,
service providers of the Trust, including members of the immediate family of
such individuals and employee benefit plans established by such entities, may
purchase and redeem shares of the Fund without paying a sales charge.
Broker-dealers with selling agreements with the Distributor and employee benefit
plans established by same, may purchase and redeem shares of the Fund without
paying a sales charge. In addition, shares of the Fund may be purchased at net
asset value through processing organizations (broker-dealers, banks or other
financial institutions) that have a sales agreement with the Distributor. When
shares are purchased this way, the processing organization, rather than its
customer, may be the shareholder of record of the shares. The minimum initial
and subsequent investments in the Fund for shareholders who invest through a
processing organization generally will be set by the processing organization.
Processing organizations may also impose other charges and restrictions in
addition to or different from those applicable to investors who remain the
shareholder of record of their shares. Thus, an investor contemplating investing
with the Fund through a processing organization should read materials provided
by the processing organization in conjunction with this Prospectus. Under
certain circumstances, shareholders of the Adviser's parent company, Banc Stock
Group, Inc., may purchase shares of the Fund during certain promotional periods
without paying a sales charge. Contact the Fund's distributor, Banc Stock
Financial Services, Inc., at 1-800-347-BANK for additional information.]
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HOW TO SELL SHARES
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You may sell all or part of your investment on any day that the New York
Stock Exchange is open for trading. You may receive proceeds of your sale in a
check or federal wire transfer. The proceeds may be more or less than the
purchase price of your shares, depending on the market value of the Fund's
securities at the time of your sale. A broker may charge a transaction fee to
sell shares. Presently, there is no charge for wire sales, but we may charge for
this service in the future. Any charges for wire sales will be deducted from
your Fund by redemption of shares.
BY MAIL - To sell any part of your account in the Fund by mail, send a
written request, with the following information, to the address above:
o the Fund name;
o your account number;
o the name(s) on your account;
o your address;
o the dollar amount or number of shares you wish to redeem; and
o the signatures of all registered account owners, signed in the exact
name(s) and any special capacity in which they are registered and
guaranteed by an "eligible guarantor institution."
An eligible guarantor institution is an institution that is a member of a
Medallion Program, located in or having a correspondent in New York City. Such
institutions generally include national or state banks, savings associations,
savings and loan associations, trust companies, savings banks, credit unions and
members of a recognized stock exchange. Signature guarantees are for your
protection. In certain instances, we may require you to furnish additional legal
documents to insure proper authorization.
BY TELEPHONE - If you have completed the Optional Telephone Redemption and
Exchange section of your investment application, you may sell any part of your
account by calling us at (888) BANK-595. The Fund, the Transfer Agent and the
Custodian are not liable for following instructions communicated by telephone
that they reasonably believe to be genuine.
We may terminate the telephone sale procedures at any time. During periods
of extreme market activity it is possible that you may encounter some difficulty
in telephoning us, although we have never experienced difficulties in receiving
or in a timely fashion responding to telephone requests. If you are unable to
reach us by telephone, you may request a sale by mail.
ADDITIONAL INFORMATION - If you are not certain of the requirements for a
sale please call us at (888) BANK-595. We cannot accept, and will return,
requests specifying a certain date or share price. We will normally mail you the
proceeds on or before the fifth business day following your sale. However, we
will not mail any proceeds unless your investment check has cleared the bank,
which normally may take up to fifteen calendar days. Also, when the New York
Stock Exchange is closed (or when trading is restricted) for any reason other
than its customary weekend or holiday closing or under any emergency
circumstances, as determined by the Securities and Exchange Commission, we may
suspend sales or postpone payment dates.
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Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, we reserve the right to require you to redeem all of your shares in
the Fund on 30 days' written notice if the value of your shares is less than
$2,500 due to sales, or such other minimum amount as we may determine from time
to time. An involuntary redemption constitutes a sale. You should consult your
tax adviser concerning the tax consequences of involuntary redemptions. You may
increase the value of your shares in the Fund to the minimum amount within the
30-day period.
DIVIDENDS AND DISTRIBUTIONS
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Although the Adviser primarily seeks opportunities for capital
appreciation, some of the banks in which the Fund may invest pay regular
dividends. Accordingly, the Fund expects to receive moderate income in the form
of cash or stock dividends.
The Fund typically distributes substantially all of its net investment
income in the form of dividends and taxable capital gains to its shareholders
every December. These distributions are automatically reinvested in the Fund
unless you request cash distributions on your application or through a written
request. Dividends paid by the Fund may be eligible in part for the dividends
received deduction for corporations. If you sell your entire account, you will
be paid all dividends accrued to the time of sale, including the day of sale.
You may elect to have distributions on shares held in IRAs and 403(b) plans paid
in cash only if you are 59 1/2 years old or permanently and totally disabled or
if you otherwise qualify under the applicable plan.
TAXES
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In general, selling shares of the Fund and receiving distributions (whether
reinvested or taken in cash) are taxable events. Depending on the purchase price
and the sale price, you may have a gain or a loss on any shares sold. Any tax
liabilities generated by your transactions or by receiving distributions are
your responsibility. The Fund expects that its distributions will primarily
consist of capital gains (which may be taxable at different rates depending on
the length of time the Fund holds its assets). Because distributions of long
term capital gains are subject to capital gains taxes, regardless of how long
you have owned your shares, you may want to avoid making a substantial
investment when the Fund is about to make a long term capital gains
distribution.
Early each year, we will mail to you a statement setting forth the federal
income tax information for all distributions made during the previous year. If
you do not provide your taxpayer identification number, your account will be
subject to backup withholding.
The tax considerations described in this section do not apply to
tax-deferred accounts or other non-taxable entities. Because each investor's tax
circumstances are unique, please consult with your tax adviser about your Fund
investment.
OPERATION OF THE FUND
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Heartland Advisory Group, Inc., 1105 Schrock Road, Suite 437, Columbus,
Ohio 43229 (the "Adviser") manages the Fund's investments. The Adviser has been
engaged in the business of researching, buying, holding, and selling the shares
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of community and regional banks for almost two decades. Since 1990, it has
recommended more than 200 community banks to its clients for their portfolios.
The Adviser's clients come from all walks of life. Professionals such as CPA's,
physicians, attorneys, pharmacists, and academics are one group of investors.
Significant numbers of investors also come from the world of entrepreneurs:
people who own funeral homes, machine shops, lumber yards, quarry miners, and
the like as well as members of the agricultural grain and livestock community.
The investment decisions of the Fund are made by a committee of the Adviser,
which is primarily responsible for the day-to-day management of the Fund's
portfolio.
In February 1999, the Fund's shareholders approved a new management
agreement whereby the Fund lowered the fee payable to the Adviser to an annual
average rate of 2.25% of its average daily net assets. The Adviser pays all of
the operating expenses of the Fund except brokerage, taxes, interest, expenses
which the Fund is authorized to pay pursuant to the Distribution Plans, fees and
expenses on non-interested person trustees and extraordinary expenses. It should
be noted that most investment companies pay their own operating expenses
directly, while the Fund's expenses, except those specified above, are paid by
the Adviser.
FINANCIAL HIGHLIGHTS
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The following condensed supplementary financial information for the period
August 1, 1997 (commencement of operations) through February 28, 1999 is derived
from the audited financial statements of the Fund. The financial statements of
the Fund have been audited by McCurdy & Associates CPA's, Inc., independent
public accountants, and are included in the Fund's Annual Report. The Annual
Report contains additional performance information and is available upon request
and without charge.
For a share outstanding throughout the period
from August 1, 1997 (Commencement of Operations)
through February 28, 1999
[INSERT FINANCIAL HIGHLIGHTS]
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INVESTMENT ADVISER TRANSFER AGENT AND ADMINISTRATOR
Heartland Advisory Group, Inc. (ALL REDEMPTION REQUESTS)
1105 Schrock Road, Suite 437 Mutual Funds Service Co.
Columbus, Ohio 43229 6000 Memorial Drive
Dublin, OH 43017
CUSTODIAN AUDITORS
Firstar Bank, N.A. McCurdy & Associates CPA's, Inc.
425 Walnut Street, ML 6118 27955 Clemens Road
Cincinnati, Ohio 45202 Westlake, Ohio 44145
LEGAL COUNSEL DISTRIBUTOR
Brown, Cummins & Brown Co., L.P.A. Banc Stock Financial Services, Inc.
3500 Carew Tower, 441 Vine Street 1105 Schrock Road, Suite 437
Cincinnati, Ohio 45202 Columbus, Ohio 43229
[BACK COVER PAGE]
Several additional sources of information are available to you. The
Statement of Additional Information (SAI), incorporated into this prospectus by
reference, contains detailed information on Fund policies and operations.
Shareholder reports contain management's discussion of market conditions,
investment strategies and performance results as of the Funds' latest
semi-annual or annual fiscal year end.
Call the Fund at 888-BANK-595 to request free copies of the SAI and the
Funds' annual and semi-annual reports, to request other information about the
Funds and to make shareholder inquiries.
You may also obtain information about the Fund (including the SAI and other
reports) from the Securities and Exchange Commission on their Internet site at
HTTP://WWW.SEC.GOV or at their Public Reference Room in Washington, D.C. Call
the SEC at 800-SEC-0330 for room hours and operation. You may also obtain Fund
information by sending a written request and duplicating fee to the Public
Reference Section of the SEC, Washington, D.C. 20549-6609.
Investment Company Act #811-8061
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BANC STOCK GROUP FUND
STATEMENT OF ADDITIONAL INFORMATION
_____________, 1999
This Statement of Additional Information ("SAI") is not a prospectus. It
should be read in conjunction with the Prospectus of Banc Stock Group Fund dated
______________, 1999. This SAI incorporates by reference the Trust's Annual
Report to Shareholders for the fiscal year ended February 28, 1999 ("Annual
Report"). A free copy of the Prospectus or Annual Report can be obtained by
writing the Transfer Agent at 6000 Memorial Drive, Dublin, Ohio 43017, or by
calling 1-888-BANK-595.
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STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
PAGE
DESCRIPTION OF THE TRUST.................................................1
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS....1
INVESTMENT LIMITATIONS...................................................3
SHARES OF THE FUND.......................................................3
THE INVESTMENT ADVISER...................................................5
TRUSTEES AND OFFICERS....................................................6
PORTFOLIO TRANSACTIONS AND BROKERAGE.....................................7
DISTRIBUTION PLANS ......................................................7
DETERMINATION OF SHARE PRICE.............................................9
INVESTMENT PERFORMANCE...................................................9
CUSTODIAN...............................................................10
TRANSFER AGENT..........................................................10
ACCOUNTANTS.............................................................11
DISTRIBUTOR.............................................................11
FINANCIAL STATEMENTS....................................................11
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DESCRIPTION OF THE TRUST
Banc Stock Group Fund (the "Fund") was organized as a series of The BSG
Funds (the "Trust"). The Trust is an open-end investment company established
under the laws of Ohio by an Agreement and Declaration of Trust dated January
14, 1997 (the "Trust Agreement"). The Trust Agreement permits the Trustees to
issue an unlimited number of shares of beneficial interest of separate series
without par value (the "Shares"). The Fund is the only series currently
authorized by the Trustees. There are currently two classes of Shares: Class A
and Class C.
Each share of a series represents an equal proportionate interest in the
assets and liabilities belonging to that series with each other share of that
series and is entitled to such dividends and distributions out of income
belonging to the series as are declared by the Trustees. The shares do not have
cumulative voting rights or any preemptive or conversion rights, and the
Trustees have the authority from time to time to divide or combine the shares of
any series into a greater or lesser number of shares of that series so long as
the proportionate beneficial interest in the assets belonging to that series and
the rights of shares of any other series are in no way affected. In case of any
liquidation of a series, the holders of shares of the series being liquidated
will be entitled to receive as a class a distribution out of the assets, net of
the liabilities, belonging to that series. Expenses attributable to any series
are borne by that series. Any general expenses of the Trust not readily
identifiable as belonging to a particular series are allocated by or under the
direction of the Trustees in such manner as the Trustees determine to be fair
and equitable. No shareholder is liable to further calls or to assessment by the
Trust without his or her express consent.
Any Trustee of the Trust may be removed by vote of the shareholders holding
not less than two-thirds of the outstanding shares of the Trust. The Trust does
not hold an annual meeting of shareholders. When matters are submitted to
shareholders for a vote, each shareholder is entitled to one vote for each whole
share he owns and fractional votes for fractional shares he owns. All shares of
the Fund have equal voting rights and liquidation rights. The Declaration of
Trust can be amended by the Trustees, except that any amendment that adversely
effects the rights of shareholders must be approved by the shareholders
affected. Each share of the Fund is subject to redemption at any time if the
Board of Trustees determines in its sole discretion that failure to so redeem
may have materially adverse consequences to all or any of the Fund's
shareholders.
The differing sales charges and other expenses applicable to the different
classes of the Fund's shares may affect the performance of those classes.
Broker/dealers and others entitled to receive compensation for selling or
servicing Fund shares may receive more with respect to one class than another.
The Board of Trustees of the Trust does not anticipate that there will be any
conflicts among the interests of the holders of the different classes of Fund
shares. On an ongoing basis, the Board will consider whether any such conflict
exists and, if so, take appropriate action.
Upon sixty days prior written notice to shareholders, the Fund may make
redemption payments in whole or in part in securities or other property if the
Trustees determine that existing conditions make cash payments undesirable.
As of ____________, 1999, the officers and trustees as a group beneficially
owned less than 1% of the Fund.
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS
This section contains a more detailed discussion of some of the investments
the Fund may make and some of the techniques it may use.
<PAGE>
A. SHORT SALES. The Fund may sell a security short in anticipation of a
decline in the market value of the security. When the Fund engages in a short
sale, it sells a security which it does not own. To complete the transaction,
the Fund must borrow the security by purchasing it at the market price at the
time of replacement, which may be more or less than the price at which the Fund
sold the security. The Fund will incur a loss as a result of the short sale if
the price of the security increases between the date of the short sale and the
date on which the Fund replaces the borrowed security. The Fund will realize a
profit if the security declines in price between those dates.
In connection with its short sales, the Fund will be required to maintain a
segregated account with its Custodian of cash or high grade liquid assets equal
to the market value of the securities sold less any collateral deposited with
its broker. The Fund will limit its short sales so that no more than 5% of its
net assets (less all its liabilities other than obligations under the short
sales) will be deposited as collateral and allocated to the segregated account.
However, the segregated account and deposits will not necessarily limit the
Fund's potential loss on a short sale, which is unlimited.
B. OPTION TRANSACTIONS. The Fund may engage in option transactions
involving individual securities and market indexes. An option involves either
(a) the right or the obligation to buy or sell a specific instrument at a
specific price until the expiration date of the option, or (b) the right to
receive payments or the obligation to make payments representing the difference
between the closing price of a market index and the exercise price of the option
expressed in dollars times a specified multiple until the expiration date of the
option. Options are sold (written) on securities and market indexes. The
purchaser of an option on a security pays the seller (the writer) a premium for
the right granted but is not obligated to buy or sell the underlying security.
The purchaser of an option on a market index pays the seller a premium for the
right granted, and in return the seller of such an option is obligated to make
the payment. A writer of an option may terminate the obligation prior to
expiration of the option by making an offsetting purchase of an identical
option. Options are traded on organized exchanges and in the over-the-counter
market. Call options on securities which the Fund sells (writes) will be covered
or secured, which means that it will own the underlying security in the case of
a call option. The Fund will sell (write) put options only if the Fund is
selling an equivalent amount of the same security short. When the Fund writes
options, it may be required to maintain a margin account, to pledge the
underlying securities or U.S. government obligations or to deposit assets in
escrow with the Custodian.
The purchase and writing of options involves certain risks. The purchase of
options limits the Fund's potential loss to the amount of the premium paid and
can afford the Fund the opportunity to profit from favorable movements in the
price of an underlying security to a greater extent than if transactions were
effected in the security directly. However, the purchase of an option could
result in the Fund losing a greater percentage of its investment than if the
transaction were effected directly. When the Fund writes a covered call option,
it will receive a premium, but it will give up the opportunity to profit from a
price increase in the underlying security above the exercise price as long as
its obligation as a writer continues, and it will retain the risk of loss should
the price of the security decline.
When the Fund writes a put option, it will assume the risk that the price
of the underlying security or instrument will fall below the exercise price, in
which case the Fund may be required to purchase the security or instrument at a
higher price than the market price of the security or instrument. In addition,
there can be no assurance that the Fund can effect a closing transaction on a
particular option it has written. Further, the total premium paid for any option
may be lost if the Fund does not exercise the option or, in the case of
over-the-counter options, the writer does not perform its obligations.
<PAGE>
C. ILLIQUID SECURITIES. The portfolio of the Fund may contain illiquid
securities. Illiquid securities generally include securities which cannot be
disposed of promptly and in the ordinary course of business without taking a
reduced price. Securities may be illiquid due to contractual or legal
restrictions on resale or lack of a ready market. The following securities are
considered to be illiquid: repurchase agreements maturing in more than seven
days, nonpublicly offered securities and restricted securities. Restricted
securities are securities the resale of which is subject to legal or contractual
restrictions. Restricted securities may be sold only in privately negotiated
transactions, in a public offering with respect to which a registration
statement is in effect under the Securities Act of 1933 or pursuant to Rule 144
or Rule 144A promulgated under such Act. Where registration is required, the
Fund may be obligated to pay all or part of the registration expense, and a
considerable period may elapse between the time of the decision to sell and the
time such security may be sold under an effective registration statement. If
during such a period adverse market conditions were to develop, the Fund might
obtain a less favorable price than the price it could have obtained when it
decided to sell. The Fund will not invest more than 15% of its net assets in
illiquid securities.
D. EQUITY SECURITIES. The Fund may invest in common stock, preferred stock
and common stock equivalents (such as convertible preferred stock and
convertible debentures). Convertible preferred stock is preferred stock that can
be converted into common stock pursuant to its terms. Convertible debentures are
debt instruments that can be converted into common stock pursuant to their
terms. The Adviser intends to invest only in convertible debentures rated A or
higher by Standard & Poor's Corporation ("S&P") or by Moody's Investors
Services, Inc. ("Moody's"). The Fund may hold warrants and rights issued in
conjunction with common stock, but in general will sell any such warrants or
rights as soon as practicable after they are received. Warrants are options to
purchase equity securities at a specified price valid for a specific time
period. Rights are similar to warrants, but normally have a short duration and
are distributed by the issuer to its shareholders.
INVESTMENT LIMITATIONS
FUNDAMENTAL. The investment limitations described below have been adopted
by the Trust with respect to the Fund and are fundamental ("Fundamental"), I.E.,
they may not be changed without the affirmative vote of a majority of the
outstanding shares of the Fund. As used in the Prospectus and this Statement of
Additional Information, the term "majority" of the outstanding shares of the
Fund means the lesser of (1) 67% or more of the outstanding shares of the Fund
present at a meeting, if the holders of more than 50% of the outstanding shares
of the Fund are present or represented at such meeting; or (2) more than 50% of
the outstanding shares of the Fund. Other investment practices which may be
changed by the Board of Trustees without the approval of shareholders to the
extent permitted by applicable law, regulation or regulatory policy are
considered non-fundamental ("Non-Fundamental").
1. BORROWING MONEY. The Fund will not borrow money, except (a) from a bank,
provided that immediately after such borrowing there is an asset coverage of
300% for all borrowings of the Fund; or (b) from a bank or other persons for
temporary purposes only, provided that such temporary borrowings are in an
amount not exceeding 5% of the Fund's total assets at the time when the
borrowing is made. This limitation does not preclude the Fund from entering into
reverse repurchase transactions, provided that the Fund has an asset coverage of
300% for all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions.
2. SENIOR SECURITIES. The Fund will not issue senior securities. This
limitation is not applicable to activities that may be deemed to involve the
issuance or sale of a senior security by the Fund, provided that the Fund's
<PAGE>
engagement in such activities is (a) consistent with or permitted by the
Investment Company Act of 1940, as amended, the rules and regulations
promulgated thereunder or interpretations of the Securities and Exchange
Commission or its staff and (b) as described in the Prospectus and the Statement
of Additional Information.
3. UNDERWRITING. The Fund will not act as underwriter of securities issued
by other persons. This limitation is not applicable to the extent that, in
connection with the disposition of portfolio securities (including restricted
securities), the Fund may be deemed an underwriter under certain federal
securities laws.
4. REAL ESTATE. The Fund will not purchase or sell real estate. This
limitation is not applicable to investments in marketable securities which are
secured by or represent interests in real estate. This limitation does not
preclude the Fund from investing in mortgage-related securities or investing in
companies engaged in the real estate business or that have a significant portion
of their assets in real estate (including real estate investment trusts).
5. COMMODITIES. The Fund will not purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude the Fund from purchasing or selling options or
futures contracts, from investing in securities or other instruments backed by
commodities or from investing in companies which are engaged in a commodities
business or have a significant portion of their assets in commodities.
6. LOANS. The Fund will not make loans to other persons, except (a) by
loaning portfolio securities, (b) by engaging in repurchase agreements, or (c)
by purchasing nonpublicly offered debt securities. For purposes of this
limitation, the term "loans" shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.
7. CONCENTRATION. The Fund will not invest 25% or more of its total assets
in any particular industry other than the banking and financial institutions
industry. This limitation is not applicable to investments in obligations issued
or guaranteed by the U.S. government, its agencies and instrumentalities or
repurchase agreements with respect thereto.
With respect to the percentages adopted by the Trust as maximum limitations
on its investment policies and limitations, an excess above the fixed percentage
will not be a violation of the policy or limitation unless the excess results
immediately and directly from the acquisition of any security or the action
taken. This paragraph does not apply to the borrowing policy set forth in
paragraph 1 above.
Notwithstanding any of the foregoing limitations, any investment company,
whether organized as a trust, association or corporation, or a personal holding
company, may be merged or consolidated with or acquired by the Trust, provided
that if such merger, consolidation or acquisition results in an investment in
the securities of any issuer prohibited by said paragraphs, the Trust shall,
within ninety days after the consummation of such merger, consolidation or
acquisition, dispose of all of the securities of such issuer so acquired or such
portion thereof as shall bring the total investment therein within the
limitations imposed by said paragraphs above as of the date of consummation.
NON-FUNDAMENTAL. The following limitations have been adopted by the Trust
with respect to the Fund and are Non-Fundamental (see "Investment Restrictions"
above).
1. PLEDGING. The Fund will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any assets of the Fund except as
may be necessary in connection with borrowings described in limitation (1)
<PAGE>
above. Margin deposits, security interests, liens and collateral arrangements
with respect to transactions involving options, futures contracts, short sales
and other permitted investments and techniques are not deemed to be a mortgage,
pledge or hypothecation of assets for purposes of this limitation.
2. BORROWING. The Fund will not purchase any security while borrowings
(including reverse repurchase agreements) representing more than 5% of its total
assets are outstanding.
3. MARGIN PURCHASES. The Fund will not purchase securities or evidences of
interest thereon on "margin." This limitation is not applicable to short term
credit obtained by the Fund for the clearance of purchases and sales or
redemption of securities, or to arrangements with respect to transactions
involving options, futures contracts, short sales and other permitted
investments and techniques.
4. OPTIONS. The Fund will not purchase or sell puts, calls, options or
straddles, except as described in the Prospectus and the Statement of Additional
Information.
5. LOANS. The Fund will not loan its portfolio securities.
6. REVERSE REPURCHASE AGREEMENTS. The Fund will not enter into reverse
repurchase agreements.
SHARES OF THE FUND
Two classes of Shares, Class A shares and Class C shares, are authorized
for the Fund. Both classes of shares represent an interest in the same portfolio
of investments of the Fund and have the same rights, except that each class has
exclusive voting rights with respect to its Rule 12b-1 distribution plan. The
net asset value per share of both classes is expected to differ from time to
time.
A contingent deferred sales charge ("CDSC"), based on the lower of the
shares' cost and current net asset value, of 2% will be charged if the shares
are redeemed within one year of the purchase date or 1% if redeemed after one
year but before two years of the purchase date.
The CDSC imposed on Class C shares will be waived (i) on redemption of
shares following the death of the shareholder and (ii) on certain redemptions in
connection with IRAs and other qualified retirement plans.
[Community banks and savings and loan associations (defined for this
purpose as those banks and savings and loan associations with assets of less
than $25 billion), in their fiduciary capacity or for their own accounts, may
purchase and redeem shares of the Fund without paying a sales charge. To the
extent permitted by regulatory authorities, a bank trust department may charge
fees to clients for whose account it purchases shares at net asset value.
Employees, officers and directors of these financial institutions, including
members of the immediate family, may also purchase and redeem shares without
paying a sales charge.
Trustees, directors, officers and employees of the Trust, the Adviser,
service providers of the Trust, including members of the immediate family of
such individuals and employee benefit plans established by such entities, may
also purchase and redeem shares of the Fund without paying a sales charge.
Broker-dealers with selling agreements with the Distributor and employee benefit
plans established by same, may purchase and redeem shares of the Fund without
paying a sales charge. In addition, shares of the Fund may be purchased at net
asset value through processing organizations (broker-dealers, banks or other
<PAGE>
financial institutions) that have a sales agreement with the Distributor. When
shares are purchased this way, the processing organization, rather than its
customer, may be the shareholder of record of the shares. The minimum initial
and subsequent investments in the Fund for shareholders who invest through a
processing organization generally will be set by the processing organization.
Processing organizations may also impose other charges and restrictions in
addition to or different from those applicable to investors who remain the
shareholder of record of their shares. Thus, an investor contemplating investing
with the Fund through a processing organization should read materials provided
by the processing organization in conjunction with this Prospectus. Under
certain circumstances, shareholders of the Adviser's parent company, Banc Stock
Group, Inc., may purchase shares of the Fund during certain promotional periods
without paying a sales charge. The Trustees have determined that the Fund incurs
no appreciable distribution expenses in connection with sales to these investors
and that it is therefore appropriate to waive sales changes for these
investors.]
THE INVESTMENT ADVISER
The Fund's investment adviser is Heartland Advisory Group, Inc., 1105
Schrock Road, Suite 427, Columbus, Ohio 43229 (the "Adviser"). The Adviser is a
wholly owned subsidiary of The Banc Stock Group, Inc.
Under the terms of the management agreement (the "Agreement"), the Adviser
manages the Fund's investments subject to approval of the Board of Trustees and
pays all of the expenses of the Fund except brokerage, taxes, interest, fees and
expenses of the non-interested person trustees and extraordinary expenses. As
compensation for its management services and agreement to pay the Fund's
expenses, the Fund is obligated to pay the Adviser a fee computed and accrued
daily and paid monthly at an annual rate of 2.25% of the average daily net
assets of the Fund. The Adviser may waive all or part of its fee, at any time,
and at its sole discretion, but such action shall not obligate the Adviser to
waive any fees in the future. For the period from August 1, 1997 (commencement
of operations) through February 28, 1998 and for the fiscal year ended February
28, 1999, the Fund paid fees to the Adviser of $110,653 and $__________,
respectively.
The Adviser retains the right to use the names "BSG" and "Banc Stock Group"
in connection with another investment company or business enterprise with which
the Adviser is or may become associated. The Trust's right to use the names
"BSG" and "Banc Stock Group" automatically ceases ninety days after termination
of the Agreement and may be withdrawn by the Adviser on ninety days written
notice.
The Adviser may make payments to banks or other financial institutions that
provide shareholder services and administer shareholder accounts. The
Glass-Steagall Act prohibits banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been clearly defined by the
courts or appropriate regulatory agencies, management of the Fund believes that
the Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law expressed herein and banks and financial institutions may be
required to register as dealers pursuant to state law. If a bank were prohibited
from continuing to perform all or a part of such services, management of the
Fund believes that there would be no material impact on the Fund or its
shareholders. Banks may charge their customers fees for offering these services
to the extent permitted by applicable regulatory authorities, and the overall
return to those shareholders availing themselves of the bank services will be
lower than to those shareholders who do not. The Fund may from time to time
purchase securities issued by banks which provide such services; however, in
selecting investments for the Fund, no preference will be shown for such
securities.
<PAGE>
TRUSTEES AND OFFICERS
The names of the Trustees and executive officers of the Trust are shown
below. Each Trustee who is an "interested person" of the Trust, as defined in
the Investment Company Act of 1940, is indicated by an asterisk.
<TABLE>
<CAPTION>
===================================== ========================== ===========================================================
NAME, AGE POSITION PRINCIPAL OCCUPATIONS
AND ADDRESS DURING PAST 5 YEARS
===================================== ========================== ===========================================================
<S> <C> <C>
Michael E. Guirlinger * Trustee, President and Director, president and treasurer of Heartland Advisory
Age: 50 Treasurer Group, Inc.; director, president and treasurer of The
1105 Schrock Road, Suite 437 Banc Stock Group; director, vice president and treasurer
Columbus, Ohio 43229 of Banc Stock Financial Services, Inc.**; president and
treasurer of Buckeye Banc Stocks, Inc., an intra-state
broker-dealer, 1105 Schrock Road, Suite 427, Columbus,
Ohio.
===================================== ========================== ===========================================================
Lisa R. Hunter * Trustee and Secretary Vice president of Banc Stock Financial Services, Inc.**
Age: 44 Prior to 1995, compliance administrator of VESTAX
1105 Schrock Road, Suite 437 Securities Corp, 1932 Georgetown Rd., Hudson, Ohio 44256.
Columbus, Ohio 43229
===================================== ========================== ===========================================================
Jeffrey C. Barton Chief Financial Officer Vice President and Chief Financial Officer of The Banc
Age: 53 Stock Group, Inc. and subsidiaries,** Chief Financial
1105 Schrock Road, Suite 437 Officer of Saunders Pearson Company, a contract financial
Columbus, Ohio 43229 management company, 1807 Riverhill Road, Columbus, Ohio.
===================================== ========================== ===========================================================
John M. Bobb Trustee Director of Headwater Group, 8200 Clonse Road, New
Age: 57 Albany, Ohio, a fine arts consulting agency, 1994 to
8200 Clonse Road present. Prior to 1994, sales and marketing director
New Albany, Ohio 43054 with Bush Brothers, a food company in Knoxville,
Tennessee.
===================================== ========================== ===========================================================
Virginia H. Rader Trustee Retired.
Age: 52
600 Fairway Blvd.
Columbus, Ohio 43215
===================================== ========================== ===========================================================
Gary A. Radville Trustee Chief Financial Officer of Peer Foods, Inc., 4631 S.
Age: 41 McDowell St., Chicago, Illinois. Prior to 1996,
4631 S. McDowell St. Partner, Price Waterhouse, 200 E. Randolph St., Chicago,
Chicago, Illinois 60609 Illinois.
===================================== ========================== ===========================================================
</TABLE>
Trustee fees are Trust expenses. The compensation paid to the Trustees for
the first full year of the Trust ended February 28, 1999 is set forth in the
following table [UPDATE]:
============================== ==============================
TOTAL COMPENSATION
FROM TRUST (THE TRUST IS
NAME NOT IN A FUND COMPLEX)
============================== ==============================
Michael E. Guirlinger 0
============================== ==============================
Lisa R. Hunter 0
============================== ==============================
John M. Bobb $3,000
============================== ==============================
Virginia H. Rader $4,000
============================== ==============================
Gary A. Radville $4,000
============================== ==============================
<PAGE>
** Banc Stock Financial Services, Inc. is the Trust's principal underwriter (the
"Distributor"). The Adviser and The Banc Stock Group are affiliates of the
Distributor.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Trustees of the Trust, the
Adviser is responsible for the Fund's portfolio decisions and the placing of the
Fund's portfolio transactions. In placing portfolio transactions, the Adviser
seeks the best qualitative execution for the Fund, taking into account such
factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received.
The Adviser is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Fund and/or the other
accounts over which the Adviser exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Adviser determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Adviser's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.
Research services include supplemental research, securities and economic
analyses, statistical services and information with respect to the availability
of securities or purchasers or sellers of securities and analyses of reports
concerning performance of accounts. The research services and other information
furnished by brokers through whom the Fund effects securities transactions may
also be used by the Adviser in servicing all of its accounts. Similarly,
research and information provided by brokers or dealers serving other clients
may be useful to the Adviser in connection with its services to the Fund.
Although research services and other information are useful to the Fund and the
Adviser, it is not possible to place a dollar value on the research and other
information received. It is the opinion of the Board of Trustees and the Adviser
that the review and study of the research and other information will not reduce
the overall cost to the Adviser of performing its duties to the Fund under the
Agreement.
While the Fund does not deem it practicable and in its best interests to
solicit competitive bids for commission rates on each transaction, consideration
is regularly given to posted commission rates as well as other information
concerning the level of commissions charged on comparable transactions by
qualified brokers.
The Fund has no obligation to deal with any broker or dealer in the
execution of its transactions. However, it is contemplated that Banc Stock
Financial Services, Inc. ("BSFS"), in its capacity as a registered
broker-dealer, will effect substantially all securities transactions which are
executed on a national securities exchange and over-the-counter transactions
conducted on an agency basis. Such transactions will be executed at competitive
commission rates through Mesirow Financial, Inc.
Over-the-counter transactions will be placed either directly with principal
market makers or with broker-dealers, if the same or a better price, including
commissions and executions, is available. Fixed income securities are normally
purchased directly from the issuer, an underwriter or a market maker. Purchases
include a concession paid by the issuer to the underwriter and the purchase
price paid to a market maker may include the spread between the bid and asked
prices.
<PAGE>
Under the Investment Company Act of 1940, persons affiliated with an
affiliate of the Adviser (such as BSFS) may be prohibited from dealing with the
Fund as a principal in the purchase and sale of securities. Therefore, BSFS will
not serve as the Fund's dealer in connection with over-the-counter transactions.
However, BSFS may serve as the Fund's broker in over-the-counter transactions
conducted on an agency basis and will receive brokerage commissions in
connection with such transactions. Such agency transactions will be executed
through Mesirow Financial, Inc.
The Fund will not effect any brokerage transactions in its portfolio
securities with BSFS if such transactions would be unfair or unreasonable to
Fund shareholders, and the commissions will be paid solely for the execution of
trades and not for any other services. The Agreement provides that affiliates,
or any affiliates of affiliates, of the Adviser may receive brokerage
commissions in connection with effecting such transactions for the Fund. In
determining the commissions to be paid to BSFS, it is the policy of the Fund
that such commissions will, in the judgment of the Trust's Board of Trustees, be
(a) at least as favorable to the Fund as those which would be charged by other
qualified brokers having comparable execution capability and (b) at least as
favorable to the Fund as commissions contemporaneously charged by BSFS on
comparable transactions for its most favored unaffiliated customers, except for
customers of BSFS considered by a majority of the Trust's disinterested Trustees
not to be comparable to the Fund. The disinterested Trustees from time to time
review, among other things, information relating to the commissions charged by
BSFS to the Fund and its other customers, and rates and other information
concerning the commissions charged by other qualified brokers.
The Agreement does not provide for a reduction of the Adviser's fee by the
amount of any profits earned by BSFS from brokerage commissions generated from
portfolio transactions of the Fund.
While the Fund contemplates no ongoing arrangements with any other
brokerage firms, brokerage business may be given from time to time to other
firms. BSFS will not receive reciprocal brokerage business as a result of the
brokerage business placed by the Fund with others.
When the Fund and another of the Adviser's clients seek to purchase or sell
the same security at or about the same time, the Adviser may execute the
transaction on a combined ("blocked") basis. Blocked transactions can produce
better execution for the Fund because of the increased volume of the
transaction. If the entire blocked order is not filled, the Fund may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Fund may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. In the event that the entire blocked order
is not filled, the purchase or sale will normally be allocated on a pro rata
basis. Transactions of advisory clients (including the Fund) may also be blocked
with those of the Adviser, the Distributor or any of their affiliates. The
Adviser, the Distributor and their affiliates will be permitted to participate
in the blocked transaction only after all orders of advisory clients (including
the Fund) are filled.
Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to its obligation of seeking best
qualitative execution, the Adviser may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute
portfolio transactions. The Adviser (not the Fund) may pay certain financial
institutions (which may include banks, brokers, dealers and other industry
professionals) a "servicing fee" for performing certain administrative functions
for the Fund shareholders to the extent these institutions are allowed to do so
by applicable statute, rule or regulation. In addition, the Distributor (not the
Fund) may compensate brokers and other intermediaries for directing assets to or
retaining assets in the Fund. The Distributor is a registered broker-dealer and
<PAGE>
it is anticipated that it will receive brokerage commissions from the Fund. Both
the Adviser and the Distributor are wholly owned by Banc Stock Group, Inc., a
corporation which invests in financial services companies.
For the period from August 1, 1997 (commencement of operations) through
February 28, 1998 and for the fiscal year ended February 28, 1999, the Fund paid
total brokerage commissions of $197,647 and $_____, respectively. For the period
from April 1, 1997, (commencement of operations) through February 28, 1998, Banc
Stock Financial Services, Inc. ("BSFS") was paid $196,987 (99.67% of all
brokerage commissions) for effecting 98.66% of the Fund's brokerage
transactions. For the fiscal year ended February 28, 1999, BSFS was paid
$_______ (____% of all brokerage commissions) for effecting ___% of the Fund's
brokerage transactions.
DISTRIBUTION PLANS
Effective March 1, 1999, each class has adopted a plan pursuant to Rule
12b-1 under the Investment Company Act of 1940, which permits the Fund to pay
for certain distribution and promotion expenses related to marketing its shares.
The amount payable by Class A shares is 0.25% of average daily net assets for
the year and by Class C shares is 1.00% of its average daily net assets for the
year (of which 0.75% is an asset based sales charge and 0.25% is a service fee).
Under the Plans, the Trust may engage in any activities related to the
distribution of Fund shares, including without limitation the following: (a)
payments, including incentive compensation, to securities dealers or other
financial intermediaries, financial institutions, investment advisors and others
that are engaged in the sale of Shares, or that may be advising shareholders of
the Trust regarding the purchase, sale or retention of Shares, or that hold
Shares for shareholders in omnibus accounts or as shareholders of record or
provide shareholder support or administrative services to the Fund and its
shareholders, or for rendering shareholder support services, including allocated
overhead, office space and equipment, telephone facilities and expenses,
answering routine inquiries regarding the Trust, processing shareholder
transactions, and providing such other shareholder services as the Trust may
request; (b) expenses of maintaining personnel (including personnel of
organizations with which the Trust has entered into agreements related to this
Plan) who engage in or support distribution of Shares; (c) costs of preparing,
printing and distributing Fund prospectuses and statements of additional
information and reports for recipients other than existing Fund shareholders;
(d) costs of formulating and implementing marketing and promotional activities,
including sales seminars, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (e) costs of preparing,
printing and distributing sales literature; (f) costs of obtaining such
information, analyses and reports with respect to marketing and promotional
activities as the Trust may deem advisable; and (g) costs of implementing and
operating the Plans. The Fund does not participate in any joint distribution
activities with other mutual funds.
The Trustees expect that the Plans will significantly enhance the Fund's
ability to expand distribution. It is also anticipated that an increase in the
size of the Fund will facilitate more efficient portfolio management and assist
the Fund in seeking to achieve its investment objective.
The Plans have been approved by the Fund's Board of Trustees, including a
majority of the Trustees who are not "interested persons" of the Fund and who
have no direct or indirect financial interest in the Plans or any related
agreement, by a vote cast in person. continuation of the Plans and the related
agreements must be approved by the Trustees annually, in the same manner, and a
Plan or any related agreement may be terminated at any time without penalty by a
majority of such independent Trustees or by a majority of the outstanding shares
of the applicable class. Any amendment increasing the maximum percentage payable
under a Plan or other material change must be approved by a majority of the
<PAGE>
outstanding shares of the applicable class, and all other material amendments to
a Plan or any related agreement must be approved by a majority of the
independent Trustees. Michael M. Guirlinger and Lisa R. Hunter, trustees of the
Trust, may benefit indirectly from payments received by the Adviser under the
Plans because of their relationships with the Adviser and its affiliates. Mr.
Guirlinger is an executive officer of the Adviser and Ms. Hunter is an executive
officer of an affiliate of the Adviser.
DETERMINATION OF SHARE PRICE
The price (net asset value) of the shares of the Fund is determined as of
4:00 p.m., Eastern time on each day the Trust is open for business and on any
other day on which there is sufficient trading in the Fund's securities to
materially affect the net asset value. The Trust is open for business on every
day except Saturdays, Sundays and the following holidays: New Year's Day, Martin
Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas.
TAXES
The Fund intends to qualify each year as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended. By so qualifying, the Fund
will not be subject to federal income taxes to the extent that it distributes
substantially all of its net investment income and any realized capital gains.
INVESTMENT PERFORMANCE
The Fund may periodically advertise "average annual total return." The
"average annual total return" of the Fund refers to the average annual
compounded rate of return over the stated period that would equate an initial
amount invested at the beginning of a stated period to the ending redeemable
value of the investment.
"Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
(over the one, five and ten year periods) that would equate the initial amount
invested to the ending redeemable value, according to the following formula:
P(1+T)n=ERV
Where: P = a hypothetical $1,000 initial investment
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the applicable
period of the hypothetical $1,000 investment made at the
beginning of the applicable period.
The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates, that the maximum sales load is
deducted from the initial $1,000 and that a complete redemption occurs at the
end of the applicable period. If the Fund has been in existence less than one,
five or ten years, the time period since the date of the initial public offering
of shares will be substituted for the periods stated. The average annual total
return of the Fund for the fiscal year ended February 28, 1999 was _____%.
The Fund may also advertise performance information (a "non-standardized
quotation") which is calculated differently from average annual total return. A
non-standardized quotation of total return may be a cumulative return which
<PAGE>
measures the percentage change in the value of an account between the beginning
and end of a period, assuming no activity in the account other than reinvestment
of dividends and capital gains distributions. The total return of the Fund as
calculated in this manner for the fiscal year ended February 28, 1999 was
_____%. A non-standardized quotation may also be an average annual compounded
rate of return over a specified period, which may be a period different from
those specified for average annual total return. The average annual compounded
rate of return of the Fund for the fiscal year ended February 28, 1999 was
______%. In addition, a non-standardized quotation may be an indication of the
value of a $10,000 investment (made on the date of the initial public offering
of the Fund's shares) as of the end of a specified period. This value, for the
fiscal year ended February 28, 1999, was $_______. These non-standardized
quotations do not include the effect of the applicable sales load which, if
included, would reduce the quoted performance. A non-standardized quotation of
total return will always be accompanied by the Fund's average annual total
return as described above.
The Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue.
The Fund may also include in advertisements data comparing performance with
other mutual funds as reported in non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations and publications that monitor the performance of mutual funds
(such as Lipper Analytical Services, Inc., Morningstar, Inc., Fortune or
Barron's). Performance information may be quoted numerically or may be presented
in a table, graph or other illustration. In addition, Fund performance may be
compared to the NASDAQ Combined Bank Index (the "Bank Index"), and the
performance of the Bank Index as well as the Fund may be compared to other
well-known indices of market performance including the Standard & Poor's (S&P)
500 Index or the Dow Jones Industrial Average. With respect to the Bank Index,
shareholders should be aware that the Fund invests in banks and other securities
that are not included in the Bank Index. The performance of the Bank Index
should not be considered indicative of future performance of the Fund.
From time to time, in advertisements, sales literature and information
furnished to present or to prospective shareholders, the performance of the Fund
may be compared to indices of broad groups of unmanaged securities considered to
be representative of or similar to the portfolio holdings of the Fund or
considered to be representative of the stock market in general. The Fund may use
the Standard & Poor's 500 Stock Index or the Dow Jones Industrial Average.
In addition, the performance of the Fund may be compared to other groups of
mutual funds tracked by any widely used independent research firm which ranks
mutual funds by overall performance, investment objectives and assets, such as
Lipper Analytical Services, Inc. or Morningstar, Inc. The objectives, policies,
limitations and expenses of other mutual funds in a group may not be the same as
those of the Fund. Performance rankings and ratings reported periodically in
national financial publications such as Barron's and Fortune also may be used.
CUSTODIAN
Firstar Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, is Custodian
<PAGE>
of the Fund's investments. The Custodian acts as the Fund's depository,
safekeeps its portfolio securities, collects all income and other payments with
respect thereto, disburses funds at the Fund's request and maintains records in
connection with its duties.
TRANSFER AGENT
Effective March 1, 1999, Mutual Funds Service Co. (MFS), 6000 Memorial
Drive, Dublin, Ohio 43017 acts as the Fund's transfer agent and, in such
capacity, maintains the records of each shareholder's account, answers
shareholders' inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other accounting and shareholder service functions. MFS also
acts as the Fund's administrator and, in such capacity, manages the Fund's
business affairs. In addition, MFS, in its capacity as fund accountant, provides
the Fund with certain monthly reports, record-keeping and other
management-related services. For its services as fund accountant, MFS receives
an annual fee from the Adviser equal to 0.05% of the Fund's assets up to $100
million (subject to a minimum annual fee of $20,000, which increases as
additional classes are added). Prior to March 1, 1999, American Data Services,
Inc. ("ADS"), P.O. Box 5536, Hauppauge, New York 11788-0132 served as fund
accountant and administrator. For the period from August 1, 1997 (commencement
of operations) through February 28, 1998 and for the fiscal year ended February
28, 1999, ADS received $_______ and $_______, respectively, from the Adviser
(not the Fund) for its services to the Fund.
ACCOUNTANTS
The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake, Ohio
44145, has been selected as independent public accountants for the Trust for the
fiscal year ending February 29, 2000. McCurdy & Associates performs an annual
audit of the Fund's financial statements and provides financial, tax and
accounting consulting services as requested.
DISTRIBUTOR
Banc Stock Financial Services, Inc. ("BSFS"), 1105 Schrock Road, Suite 437,
Columbus, Ohio 43229, is the exclusive agent for distribution of shares of the
Fund. The Distributor is obligated to sell shares of the Fund on a best efforts
basis only against purchase orders for the shares. Shares of the Fund are
offered to the public on a continuous basis. The aggregate commissions paid for
the period from August 1, 1997 (commencement of operations) through February 28,
1998 and for the fiscal year ended February 28, 1999, were $212,007 and $______,
of which BSFS earned $14,661 and $_____ for acting as distributor and an
additional $49,158 and $______, respectively, for acting as broker-dealer for
the Fund.
FINANCIAL STATEMENTS
The financial statements and independent accountants' report required to be
included in this Statement of Additional Information are incorporated herein by
reference to the Trust's Annual Report to Shareholders for the fiscal year ended
February 28, 1999. The Fund will provide the Annual Report without charge at
written request or request by telephone.
<PAGE>
THE BSG FUNDS
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS
(a) Articles of Incorporation
(i) Copy of Registrant's Amended and Restated Declaration of Trust,
which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 1, is hereby incorporated by reference.
(ii) Copy of Amendment No. 1 to Registrant's Amended and Restated
Declaration of Trust, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 1, is hereby
incorporated by reference.
(b) By-Laws. Copy of Registrant's By-Laws, which was filed as an Exhibit
to Registrant's Registration Statement, is hereby incorporated by
reference.
(c) Instruments Defining Rights of Security Holders-None.
(d) Investment Advisory Contracts. Copy of Registrant's Management
Agreement with its Adviser, Heartland Advisory Group, Inc. is filed
herewith.
(e) Underwriting Contracts. Copy of Registrant's Underwriting Agreement
with Banc Stock Financial Services, Inc., which was filed as an
Exhibit to Registrant's Pre-Effective Amendment, is hereby
incorporated by reference.
(f) Bonus or Profit Sharing Contracts- None.
(g) Custodian Agreements. Copy of Registrant's Agreement with the
Custodian, Firstar Bank, N.A. (Star Bank, N.A)., which was filed as an
Exhibit to Registrant's Pre-Effective Amendment, is hereby
incorporated by reference.
(h) Other Material Contracts - None.
(i) Legal Opinion.
(i) Opinion of Brown, Cummins & Brown Co., L.P.A., which was filed as
an Exhibit to Registrant's Pre-Effective Amendment, is hereby
incorporated by reference.
(ii) Consent of Brown, Cummins & Brown Co., L.P.A.is filed herewith.
(j) Other Opinions. Consent of McCurdy & Associates CPA's, Inc. is filed
herewith.
(k) Omitted Financial Statements- None.
(l) Initial Capital Agreements. Copy of Letter of Initial Stockholder,
which was filed as an Exhibit to Registrant's Pre-Effective Amendment,
is hereby incorporated by reference.
<PAGE>
(m) Rule 12b-1 Plan.
(i) Class A Shares 12b-1 Distribution Expense Plan is filed herewith
(ii) Class C Shares 12b-1 Distribution Expense Plan is filed herewith.
(n) Financial Data Schedule - None.
(o) Rule 18f-3 Plan). Rule 18f-3 Plan ,which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 3, is hereby incorporated by
reference.
(p) Power of Attorney
(i) Power of Attorney for Registrant and Certificate with respect
thereto, which were filed as an Exhibit to Registrant's
Post-Effective Amendment No. 1, are hereby incorporated by
reference.
(ii) Powers of Attorney for Trustees and Officers, which were filed as
an Exhibit to Registrant's Post-Effective Amendment No.3, are
hereby incorporated by reference.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT
None.
ITEM 25. INDEMNIFICATION
(a) Article VI of the Registrant's Declaration of Trust provides for
indemnification of officers and Trustees as follows:
SECTION 6.4 INDEMNIFICATION OF TRUSTEES, OFFICERS, ETC. Subject to and
except as otherwise provided in the Securities Act of 1933, as amended, and
the 1940 Act, the Trust shall indemnify each of its Trustees and officers
(including persons who serve at the Trust's request as directors, officers
or trustees of another organization in which the Trust has any interest as
a shareholder, creditor or otherwise (hereinafter referred to as a "Covered
Person") against all liabilities, including but not limited to amounts paid
in satisfaction of judgments, in compromise or as fines and penalties, and
expenses, including reasonable accountants' and counsel fees, incurred by
any Covered Person in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal, before any
court or administrative or legislative body, in which such Covered Person
may be or may have been involved as a party or otherwise or with which such
person may be or may have been threatened, while in office or thereafter,
by reason of being or having been such a Trustee or officer, director or
trustee, and except that no Covered Person shall be indemnified against any
liability to the Trust or its Shareholders to which such Covered Person
would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office.
<PAGE>
SECTION 6.5 ADVANCES OF EXPENSES. The Trust shall advance attorneys'
fees or other expenses incurred by a Covered Person in defending a
proceeding to the full extent permitted by the Securities Act of 1933, as
amended, the 1940 Act, and Ohio Revised Code Chapter 1707, as amended. In
the event any of these laws conflict with Ohio Revised Code Section
1701.13(E), as amended, these laws, and not Ohio Revised Code Section
1701.13(E), shall govern.
SECTION 6.6 INDEMNIFICATION NOT EXCLUSIVE, ETC. The right of
indemnification provided by this Article VI shall not be exclusive of or
affect any other rights to which any such Covered Person may be entitled.
As used in this Article VI, "Covered Person" shall include such person's
heirs, executors and administrators. Nothing contained in this article
shall affect any rights to indemnification to which personnel of the Trust,
other than Trustees and officers, and other persons may be entitled by
contract or otherwise under law, nor the power of the Trust to purchase and
maintain liability insurance on behalf of any such person.
The Registrant may not pay for insurance which protects the Trustees
and officers against liabilities rising from action involving willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of their offices.
(b) The Registrant may maintain a standard mutual fund and investment
advisory professional and directors and officers liability policy. The
policy, if maintained, would provide coverage to the Registrant, its
Trustees and officers, and could cover its Advisers, among others. Coverage
under the policy would include losses by reason of any act, error,
omission, misstatement, misleading statement, neglect or breach of duty.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons
of the Registrant pursuant to the provisions of Ohio law and the Agreement
and Declaration of the Registrant or the By-Laws of the Registrant, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a trustee,
officer or controlling person of the Trust in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
A. Heartland Advisory Group, Inc., 6230 Busch Blvd., Suite 201, Columbus,
Ohio 43229 ("HAG"), adviser to The BSG Funds, is a registered investment
adviser.
(1) HAG has engaged in no other business during the past two fiscal
years.
(2) The following list sets forth other substantial business
activities of the directors and officers of HAG during the past
two years.
<PAGE>
(a) Mark A. Davis: vice president of HAG; vice president of research,
The Banc Stock Group, Inc., the parent company of HAG, 6230 Busch
Blvd., Suite 201, Columbus, Ohio; registered principal, Banc Stock
Financial Services, Inc. ("BSFS"), a broker-dealer, 6230 Busch Blvd.,
Suite 201, Columbus, Ohio.
(b) Michael E. Guirlinger: director, president and treasurer of HAG;
director, president and treasurer of The Banc Stock Group, Inc.;
director, vice president and treasurer of BSFS; director, president
and treasurer of The Banc Stock Exchange of America, Inc. ("BSE") a
bank stock information service, 6230 Busch Blvd., Suite 201, Columbus,
Ohio; president and treasurer of Buckeye Banc Stocks, Inc., ("BBS") an
intra-state broker-dealer, 6230 Busch Blvd., Suite 201, Columbus,
Ohio.
(c) Sandra L. Quinn, secretary of HAG, BBS and BSFS; director and
secretary of The Banc Stock Group, Inc. and BSE.
ITEM 27. PRINCIPAL UNDERWRITERS
(a) None.
(b) Banc Stock Financial Services, Inc. ("BSFS"), 6230 Busch Blvd., Suite
201, Columbus, Ohio it the Registrant's principal underwriter. Anthony J.
Reilly is the President, Michael E. Guirlinger is the Treasurer and Sandra
L. Quinn is the Secretary of the underwriter. Michael E. Guirlinger is the
President and a Trustee of the Registrant.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
Accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules
promulgated thereunder will be maintained by the Registrant at 6230 Busch
Blvd., Suite 201, Columbus, Ohio 43229 and/or by the Registrant's
Custodian, Firstar Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202,
and/or transfer and shareholder service agent, Mutual Fund Service Co.,
6000 Memorial Dr., Dublin, Ohio 43017.
ITEM 29. MANAGEMENT SERVICES NOT DISCUSSED IN PARTS A OR B
None.
ITEM 30. UNDERTAKINGS
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on the 29th day of April,
1999.
THE BSG FUNDS
By:/s/ Donald S. Mendelsohn
------------------------
Donald S. Mendelsohn,
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Michael E. Guirlinger,
President, Treasurer and Trustee By:/s/ Donald S. Mendelsohn
------------------------
Donald S. Mendelsohn,
Lisa R. Hunter, Trustee Attorney-in-Fact
John M. Bobb, Trustee April 29, 1999
Virginia H. Rader, Trustee
Gary A. Radville, Trustee
Jeffrey C. Barton, Chief Financial Officer
EXHIBIT INDEX
PAGE
1. Management Agreement........................................EX-99.B5
2. Consent of Brown, Cummins & Brown Co., L.P.A...............EX-99.B10
3. Consent of McCurdy & Associates CPA's, Inc.................EX-99.B11
4. Class A 12b-1 Plan.......................................EX-99.B15.1
5. Class C 12b-1 Plan.......................................EX-99.B15.2
<PAGE>
MANAGEMENT AGREEMENT
TO: HEARTLAND ADVISORY GROUP, INC.
1105 SCHROCK ROAD, SUITE 437
COLUMBUS, OHIO 43229
Dear Sirs:
THE BSG FUNDS (the "Trust") herewith confirms our agreement with you.
The Trust has been organized to engage in the business of an investment
company. The Trust currently offers one series of shares to investors: Banc
Stock Group Fund (the "Fund").
You have been selected to act as the sole investment adviser of the Fund
and to provide certain other services, as more fully set forth below, and you
are willing to act as such investment adviser and to perform such services under
the terms and conditions hereinafter set forth. Accordingly, the Trust agrees
with you as follows effective upon the date of the execution of this Agreement.
1. ADVISORY SERVICES
You will regularly provide the Fund with such investment advice as you in
your discretion deem advisable and will furnish a continuous investment program
for the Fund consistent with the Fund's investment objectives and policies. You
will determine the securities to be purchased for the Fund, the portfolio
securities to be held or sold by the Fund and the portion of the Fund's assets
to be held uninvested, subject always to the Fund's investment objectives,
policies and restrictions, as each of the same shall be from time to time in
effect, and subject further to such policies and instructions as the Board may
from time to time establish. You will advise and assist the officers of the
Trust in taking such steps as are necessary or appropriate to carry out the
decisions of the Board and the appropriate committees of the Board regarding the
conduct of the business of the Fund.
2. ALLOCATION OF CHARGES AND EXPENSES
You will pay all operating expenses of the Fund, including the compensation
and expenses of any employees of the Fund and of any other persons rendering any
services to the Fund; clerical and shareholder service staff salaries; office
space and other office expenses; fees and expenses incurred by the Fund in
connection with membership in investment company organizations; legal, auditing
and accounting expenses; expenses of registering shares under federal and state
securities laws, including expenses incurred by the Fund in connection with the
organization and initial registration of shares of the Fund; insurance expenses;
fees and expenses of the custodian, transfer agent, dividend disbursing agent,
shareholder service agent, plan agent, administrator, accounting and pricing
services agent and underwriter of the Fund; expenses, including clerical
expenses, of issue, sale, redemption or repurchase of shares of the Fund; the
cost of preparing and distributing reports and notices to shareholders, the cost
of printing or preparing prospectuses and statements of additional information
for delivery to the Fund's current and prospective shareholders; the cost of
printing or preparing stock certificates or any other documents, statements or
reports to shareholders; expenses of shareholders' meetings and proxy
solicitations; advertising, promotion and other expenses incurred directly or
indirectly in connection with the sale or distribution of the Fund's shares
(excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1
under the Investment Company Act of 1940 (the "1940 Act") as amended); and all
other organizational and operating expenses not specifically assumed by the
Fund.
<PAGE>
The Fund will pay all brokerage fees and commissions, taxes, interest, fees
and expenses of the non-interested person trustees and such extraordinary or
non-recurring expenses as may arise, including litigation to which the Fund may
be a party and indemnification of the Trust's trustees and officers with respect
thereto. The Fund will also pay expenses which it is authorized to pay pursuant
to Rule 12b-1 under the 1940 Act. You may obtain reimbursement from the Fund, at
such time or times as you may determine in your sole discretion, for any of the
expenses advanced by you, which the Fund is obligated to pay, and such
reimbursement shall not be considered to be part of your compensation pursuant
to this Agreement.
3. COMPENSATION OF THE ADVISER
For all of the services to be rendered and payments to be made as provided
in this Agreement, as of the last business day of each month, the Fund will pay
you a fee at the annual rate of 2.25% of the average value of its daily net
assets.
The average value of the daily net assets of the Fund shall be determined
pursuant to the applicable provisions of the Declaration of Trust of the Trust
or a resolution of the Board, if required. If, pursuant to such provisions, the
determination of net asset value of the Fund is suspended for any particular
business day, then for the purposes of this paragraph, the value of the net
assets of the Fund as last determined shall be deemed to be the value of the net
assets as of the close of the business day, or as of such other time as the
value of the Fund's net assets may lawfully be determined, on that day. If the
determination of the net asset value of the Fund has been suspended for a period
including such month, your compensation payable at the end of such month shall
be computed on the basis of the value of the net assets of the Fund as last
determined (whether during or prior to such month).
4. EXECUTION OF PURCHASE AND SALE ORDERS
In connection with purchases or sales of portfolio securities for the
account of the Fund, it is understood that you will arrange for the placing of
all orders for the purchase and sale of portfolio securities for the account
with brokers or dealers selected by you, subject to review of this selection by
the Board from time to time. You will be responsible for the negotiation and the
allocation of principal business and portfolio brokerage. In the selection of
such brokers or dealers and the placing of such orders, you are directed at all
times to seek for the Fund the best qualitative execution, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer.
You should generally seek favorable prices and commission rates that are
reasonable in relation to the benefits received. In seeking best qualitative
execution, you are authorized to select brokers or dealers who also provide
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Fund and/or the other accounts over
which you exercise investment discretion. You are authorized to pay a broker or
dealer who provides such brokerage and research services a commission for
executing a Fund portfolio transaction which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if you determine in good faith that the amount of the commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker or dealer. The determination may be viewed in
terms of either a particular transaction or your overall responsibilities with
respect to the Fund and to accounts over which you exercise investment
discretion. The Fund and you understand and acknowledge that, although the
<PAGE>
information may be useful to the Fund and you, it is not possible to place a
dollar value on such information. The Board shall periodically review the
commissions paid by the Fund to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits to
the Fund.
Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to seeking best qualitative execution as
described above, you may give consideration to sales of shares of the Fund as a
factor in the selection of brokers and dealers to execute Fund portfolio
transactions.
Subject to the provisions of the 1940 Act, and other applicable law, you,
any of your affiliates or any affiliates of your affiliates may retain
compensation in connection with effecting the Fund's portfolio transactions,
including transactions effected through others. If any occasion should arise in
which you give any advice to clients of yours concerning the shares of the Fund,
you will act solely as investment counsel for such client and not in any way on
behalf of the Fund. Your services to the Fund pursuant to this Agreement are not
to be deemed to be exclusive and it is understood that you may render investment
advice, management and other services to others, including other registered
investment companies.
5. LIMITATION OF LIABILITY OF ADVISER
You may rely on information reasonably believed by you to be accurate and
reliable. Except as may otherwise be required by the 1940 Act or the rules
thereunder, neither you nor your shareholders, members, officers, directors,
partners, employees, agents, control persons or affiliates of any thereof shall
be subject to any liability for, or any damages, expenses or losses incurred by
the Trust in connection with, any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under, or
payments made pursuant to, this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or gross
negligence on the part of any such persons in the performance of your duties
under this Agreement, or by reason of reckless disregard by any of such persons
of your obligations and duties under this Agreement.
Any person, even though also a director, partner, officer, employee,
member, shareholder or agent of you, who may be or become an officer, director,
trustee, employee or agent of the Trust, shall be deemed, when rendering
services to the Trust or acting on any business of the Trust (other than
services or business in connection with your duties hereunder), to be rendering
such services to or acting solely for the Trust and not as a director, partner,
officer, employee, member, shareholder or agent of you, or one under your
control or direction, even though paid by you.
6. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall take effect on the date of its execution by you, and
shall remain in force for a period of two (2) years from the date of its
execution, and from year to year thereafter, subject to annual approval by (i)
the Board or (ii) a vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of the Fund, provided that in either event
continuance is also approved by a majority of the trustees who are not
"interested persons," as defined in the 1940 Act, of you or the Trust, by a vote
cast in person at a meeting called for the purpose of voting such approval.
If the shareholders of the Fund fail to approve the Agreement in the manner
set forth above, upon request of the Board, you will continue to serve or act in
such capacity for the Fund for the period of time pending required approval of
<PAGE>
the Agreement, of a new agreement with you or a different adviser or other
definitive action; provided that the compensation to be paid by the Fund to you
for your services to and payments on behalf of the Fund will be equal to the
lesser of your actual costs incurred in furnishing such services and payments or
the amount you would have received under this Agreement for furnishing such
services and payments.
This Agreement may, on sixty days written notice, be terminated with
respect to the Fund, at any time without the payment of any penalty, by the
Board, by a vote of a majority of the outstanding voting securities of the Fund,
or by you. This Agreement shall automatically terminate in the event of its
assignment.
7. USE OF NAME
The Trust and you acknowledge that all rights to the names "BSG" and "Banc
Stock Group" belong to you, and that the Trust is being granted a limited
license to use such words in its Trust name, in the Fund name or in any class
name. In the event you cease to be the adviser to the Fund, the Trust's right to
the use of the names "BSG", "Banc Stock Group" and any derivation thereof shall
automatically cease on the ninetieth day following the termination of this
Agreement. The right to the names may also be withdrawn by you during the term
of this Agreement upon ninety (90) days' written notice by you to the Trust.
Nothing contained herein shall impair or diminish in any respect, your right to
use the names "BSG", "Banc Stock Group" or any derivation thereof in the name
of, or in connection with, any other business enterprises with which you are or
may become associated. There is no charge to the Trust for these right to use
these names.
8. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived, discharged or
terminated orally, and no amendment of this Agreement shall be effective until
approved by the Board, including a majority of the trustees who are not
interested persons of you or of the Trust, cast in person at a meeting called
for the purpose of voting on such approval, and (if required under current
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the series to which the amendment relates.
9. NON-EXCLUSIVITY
Nothing in this Agreement shall prevent you or any of your affiliated
persons (as defined in the 1940 Act) from providing advisory services to any
other person, firm or entity (including other investment companies); provided,
however, that you expressly represent that you will undertake no activities
which, in your reasonable judgment, will adversely affect the performance of
your obligations under this agreement.
<PAGE>
10. LIMITATION OF LIABILITY TO TRUST PROPERTY
The term "The BSG Funds" means and refers to the Trustees from time to time
serving under the Trust's Declaration of Trust as the same may subsequently
thereto have been, or subsequently hereto be, amended. It is expressly agreed
that the obligations of the Trust hereunder shall not be binding upon any of the
trustees, shareholders, nominees, officers, agents or employees of the Trust
personally, but bind only the trust property of the Trust, as provided in the
Declaration of Trust of the Trust. The execution and delivery of this Agreement
have been authorized by the trustees and shareholders of the Trust and signed by
officers of the Trust, acting as such, and neither such authorization by such
trustees and shareholders nor such execution and delivery by such officers shall
be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Trust as provided in its Declaration of Trust. A copy of the Agreement and
Declaration of Trust of the Trust is on file with the Secretary of the State of
Ohio.
11. SEVERABILITY
In the event any provision of this Agreement is determined to be void or
unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.
12. QUESTIONS OF INTERPRETATION
(a) This Agreement shall be governed by the laws of the State of Ohio.
(b) Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the
United States courts or in the absence of any controlling decision of any
such court, by the Securities and Exchange Commission or its staff. In
addition, where the effect of a requirement of the 1940 Act, reflected in
any provision of this Agreement is revised by rule, regulation, order of
the Securities and Exchange Commission or its staff, such provision shall
be deemed to incorporate the effect of such rule, regulation, order or
interpretation.
13. NOTICES
Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Trust is 6230 Busch
Blvd., Suite 201, Columbus, Ohio 43229, and your address for this purpose shall
be 6230 Busch Blvd., Suite 201, Columbus, Ohio 43229.
14. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
15. BINDING EFFECT
<PAGE>
Each of the undersigned expressly warrants and represents that he has the
full power and authority to sign this Agreement on behalf of the party
indicated, and that his signature will operate to bind the party indicated to
the foregoing terms.
16. CAPTIONS
The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect.
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Trust, whereupon this letter shall become a binding contract
upon the date thereof.
Yours very truly,
ATTEST: THE BSG FUNDS
/s/ Lisa R. Hunter By: /s/ Michael Guirlinger
- ------------------------------ ----------------------------
Lisa R. Hunter Michael Guirlinger, President
Name/Title: Secretary Dated: as of March 1, 1999
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ATTEST: HEARTLAND ADVISORY GROUP, INC.
/s/ Sandra L. Quinn By: /s/ Michael Guirlinger
- ------------------------------ ----------------------------
Sandra L. Quinn Michael Guirlinger, President
Name/Title: Secretary Dated: As of March 1, 1999
BROWN, CUMMINS & BROWN CO., L.P.A.
ATTORNEYS AND COUNSELORS AT LAW
3500 CAREW TOWER
J. W. BROWN (1911-1995) 441 VINE STREET JOANN M. STRASSER
JAMES R. CUMMINS CINCINNATI, OHIO 45202 PAMELA L. KOGUT
ROBERT S BROWN TELEPHONE (513) 381-2121 AARON A. VANDERLAAN
DONALD S. MENDELSOHN TELECOPIER (513) 381-2125 -------------------
LYNNE SKILKEN OF COUNSEL
AMY G. APPLEGATE GILBERT BETTMAN
KATHRYN KNUE PRZYWARA
MELANIE S. CORWIN
April 29, 1999
The BSG Funds
1105 Schrock Road, Suite 437
Columbus, Ohio 43229
Gentlemen:
A legal opinion that we prepared was filed with your Pre-Effective
Amendment to your Registration Statement (the "Legal Opinion"). We hereby give
you our consent to incorporate by reference the Legal Opinion into
Post-Effective Amendment No. 4 to your Registration Statement (the "Amendment"),
and consent to all references to us in the Amendment.
Very truly yours,
/s/ Brown, Cummins & Brown Co., L.P.A.
Brown, Cummins & Brown Co., L.P.A.
BCB/jlm
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use in this
Post-Effective Amendment No. 4 to the Registration Statement for The BSG Funds
of all references to our firm included in or made a part of this Amendment.
/s/ McCurdy & Associates CPA's, Inc.
- --------------------------
McCurdy & Associates CPA's, Inc.
April 28, 1999
BANC STOCK GROUP FUND
CLASS A PLAN OF DISTRIBUTION
PURSUANT TO RULE 12B-1
WHEREAS, The BSG Funds, an Ohio business trust (the "Trust"), engages in
business as an open-end management investment company and is registered as such
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest without par value (the "Shares"), which may be divided into
one or more series of Shares; and
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Qualified Trustees"), having determined, in the
exercise of reasonable business judgment and in light of their fiduciary duties
under state law and under Section 36(a) and (b) of the 1940 Act, that there is a
reasonable likelihood that this Plan will benefit the Banc Stock Group Fund (the
"Fund") and the Class A shareholders of the Fund, have approved this Plan by
votes cast in person at a meeting called for the purpose of voting hereon and on
any agreements related hereto;
NOW THEREFORE, the Trust hereby adopts this Plan for the Class A Shares of
the Fund, in accordance with Rule 12b-1 under the 1940 Act, on the following
terms and conditions:
1. DISTRIBUTION ACTIVITIES. Subject to the supervision of the Trustees of
the Trust, the Trust may, directly or indirectly, engage in any
activities related to the distribution of Class A Shares of the Fund,
which activities may include, but are not limited to, the following:
(a) payments, including incentive compensation, to securities dealers
or other financial intermediaries, financial institutions, investment
advisors and others that are engaged in the sale of Class A Shares, or
that may be advising shareholders of the Trust regarding the purchase,
sale or retention of Class A Shares, or that hold Class A Shares for
shareholders in omnibus accounts or as shareholders of record or
provide shareholder support or administrative services to the Fund and
its shareholders; (b) payments made to securities dealers or other
financial intermediaries, financial institutions, investment advisors
and others that render shareholder support services not otherwise
provided by the Trust's transfer agent, including, but not limited to,
allocated overhead, office space and equipment, telephone facilities
and expenses, answering routine inquiries regarding the Trust,
processing shareholder transactions, and providing such other
shareholder services as the Trust may reasonably request; (c) expenses
of maintaining personnel (including personnel of organizations with
which the Trust has entered into agreements related to this Plan) who
engage in or support distribution of Class A Shares;
<PAGE>
(d) costs of preparing, printing and distributing prospectuses and
statements of additional information and reports of the Fund for
recipients other than existing shareholders of the Fund; (e) costs of
formulating and implementing marketing and promotional activities,
including, but not limited to, sales seminars, direct mail promotions
and television, radio, newspaper, magazine and other mass media
advertising; (f) costs of preparing, printing and distributing sales
literature; (g) costs of obtaining such information, analyses and
reports with respect to marketing and promotional activities as the
Trust may, from time to time, deem advisable; and (h) costs of
implementing and operating this Plan. The Trust is authorized to
engage in the activities listed above, and in any other activities
related to the distribution of Class A Shares, either directly or
through other persons with which the Trust has entered into agreements
related to this Plan.
2. ANNUAL FEE. The Fund will pay the Fund's investment adviser ("the
Adviser") an annual fee for the Adviser's services in connection with
the sales and promotion of the Fund, including its expenses in
connection therewith (collectively, "Distribution Expenses"). The
annual fee paid to the Adviser under this Plan will be calculated
daily and paid monthly by the Fund on the first day of each month at
an annual rate of 0.25% of the average daily net assets of the Class A
shares of the Fund. Payments received by the Advisor pursuant to this
Plan are in addition to fees paid by the Fund pursuant to the
Management Agreement.
3. TERM AND TERMINATION.
(a) This Plan shall become effective on March 1, 1999 provided it is
approved by a majority of the Class A shareholders of the Fund.
(b) Unless terminated as herein provided, this Plan shall continue in
effect for one year from the effective date and shall continue in
effect for successive periods of one year thereafter, but only so
long as each such continuance is specifically approved by votes
of a majority of both (i) the Trustees of the Trust and (ii) the
Qualified Trustees, cast in person at a meeting called for the
purpose of voting on such approval.
(c) This Plan may be terminated at any time by the vote of a majority
of the Rule 12b-1 Trustees or by vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the
Class A Shares of the Fund. If this Plan is terminated, the Fund
will not be required to make any payments for expenses incurred
after the date of termination.
4. AMENDMENTS. All material amendments to this Plan must be approved in
the manner provided for annual renewal of this Plan in Section 3(b)
hereof. In addition, this Plan may not be amended to increase
materially the amount of expenditures provided for in Section 2 hereof
unless such amendment is approved by a vote of the majority of the
outstanding voting securities of the Class A Shares of the Fund (as
defined in the 1940 Act).
5. SELECTION AND NOMINATION OF TRUSTEES. While this Plan is in effect,
the selection and nomination of Trustees who are not interested
persons (as defined in the 1940 Act) of the Trust shall be committed
to the discretion of the Trustees who are not interested persons of
the Trust.
-2-
<PAGE>
6. QUARTERLY REPORTS. The Treasurer of the Trust shall provide to the
Trustees and the Trustees shall review, at least quarterly, a written
report of the amounts expended pursuant to this Plan and any related
agreement and the purposes for which such expenditures were made.
7. RECORDKEEPING. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 6 hereof,
for a period of not less than six years from the date of this Plan,
the agreements or such reports, as the case may be, the first two
years in an easily accessible place.
8. LIMITATION OF LIABILITY. A copy of the Agreement and Declaration of
Trust of the Trust is on file with the Secretary of the State of Ohio
and notice is hereby given that this Plan is executed on behalf of the
Trustees of the Trust as trustees and not individually and that the
obligations of this instrument are not binding upon the Trustees, the
shareholders of the Trust individually or the assets or property of
any other series of the Trust, but are binding only upon the assets
and property of the Fund.
IN WITNESS WHEREOF, the Trust has caused this Plan to be executed as of the
date set forth below.
Date: March 1, 1999
Attest: The BSG Funds
/s/ Lisa Hunter By: /s/ Michael Guirlinger
- ----------------------------- --------------------------------
Lisa Hunter, Secretary Michael Guirlinger, President
-3-
BANC STOCK GROUP FUND
CLASS C PLAN OF DISTRIBUTION
PURSUANT TO RULE 12B-1
WHEREAS, The BSG Funds, an Ohio business trust (the "Trust"), engages in
business as an open-end management investment company and is registered as such
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest without par value (the "Shares"), which may be divided into
one or more series of Shares; and
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Qualified Trustees"), having determined, in the
exercise of reasonable business judgment and in light of their fiduciary duties
under state law and under Section 36(a) and (b) of the 1940 Act, that there is a
reasonable likelihood that this Plan will benefit the Banc Stock Group Fund (the
"Fund") and the Class C shareholders of the Fund, have approved this Plan by
votes cast in person at a meeting called for the purpose of voting hereon and on
any agreements related hereto;
NOW THEREFORE, the Trust hereby adopts this Plan for the Class C Shares of
the Fund, in accordance with Rule 12b-1 under the 1940 Act, on the following
terms and conditions:
1. DISTRIBUTION ACTIVITIES. Subject to the supervision of the Trustees of
the Trust, the Trust may, directly or indirectly, engage in any
activities related to the distribution of Class C Shares of the Fund,
which activities may include, but are not limited to, the following:
(a) payments, including incentive compensation, to securities dealers
or other financial intermediaries, financial institutions, investment
advisors and others that are engaged in the sale of Class C Shares, or
that may be advising shareholders of the Trust regarding the purchase,
sale or retention of Class C Shares; (b) expenses of maintaining
personnel (including personnel of organizations with which the Trust
has entered into agreements related to this Plan) who engage in or
support distribution of Class C Shares; (c) costs of preparing,
printing and distributing prospectuses and statements of additional
information and reports of the Fund for recipients other than existing
shareholders of the Fund; (d) costs of formulating and implementing
marketing and promotional activities, including, but not limited to,
sales seminars, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (e) costs of
preparing, printing and distributing sales literature; (f) costs of
obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Trust may, from time to
time, deem advisable; and (g) costs of implementing and operating this
Plan. The Trust is authorized to engage in the activities listed
above, and in any other activities related to the distribution of
Class C Shares, either directly or through other persons with which
the Trust has entered into agreements related to this Plan.
<PAGE>
2. ANNUAL FEE. The Fund will pay the Fund's investment adviser ("the
Adviser") an annual fee for the Adviser's services in connection with
the sales and promotion of the Fund, including its expenses in
connection therewith (collectively, "Distribution Expenses"). The
annual fee paid to the Adviser under this Plan will be calculated
daily and paid monthly by the Fund on the first day of each month at
an annual rate of 0.75% of the average daily net assets of the Class C
shares of the Fund. Payments received by the Adviser pursuant to this
Plan are in addition to fees paid by the Fund pursuant to the
Management Agreement.
3. SERVICE FEES. In addition to the payments provided for in Section 2
and in order to further enhance the distribution of the Fund's Class C
Shares, the Fund shall pay the Adviser a rate of 0.25% of the average
daily net assets of the Class C Shares of the Fund for payments made
to securities dealers or other financial intermediaries, financial
institutions, investment advisors and others that (a) hold Class C
Shares for shareholders in omnibus accounts or as shareholders of
record or provide shareholder support or administrative services to
the Fund and its shareholders or (b) render shareholder support
services not otherwise provided by the Trust's transfer agent,
including, but not limited to, allocated overhead, office space and
equipment, telephone facilities and expenses, answering routine
inquiries regarding the Trust, processing shareholder transactions,
and providing such other shareholder services as the Trust may
reasonably request. If the NASD adopts a definition of "service fees"
for purposes of Section 26(d) of the Rules of Fair Practice of the
NASD (or any successor to such rule) that differs from the definition
of service fees hereunder, the definition of service fees hereunder
shall be automatically amended, without further action of the parties,
to conform to such NASD definition.
4. TERM AND TERMINATION.
(a) This Plan shall become effective upon the first issuance of Class
C shares.
(b) Unless terminated as herein provided, this Plan shall continue in
effect for one year from the effective date and shall continue in
effect for successive periods of one year thereafter, but only so
long as each such continuance is specifically approved by votes
of a majority of both (i) the Trustees of the Trust and (ii) the
Qualified Trustees, cast in person at a meeting called for the
purpose of voting on such approval.
(c) This Plan may be terminated at any time by the vote of a majority
of the Rule 12b-1 Trustees or by vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the
Class C Shares of the Fund. If this Plan is terminated, the Fund
will not be required to make any payments for expenses incurred
after the date of termination.
5. AMENDMENTS. All material amendments to this Plan must be approved in
the manner provided for annual renewal of this Plan in Section 4(b)
hereof. In addition, this Plan may not be amended to increase
materially the amount of expenditures provided for in Sections 2 and 3
hereof unless such amendment is approved by a vote of the majority of
the outstanding voting securities of the Class C Shares of the Fund
(as defined in the 1940 Act).
-2-
<PAGE>
6. SELECTION AND NOMINATION OF TRUSTEES. While this Plan is in effect,
the selection and nomination of Trustees who are not interested
persons (as defined in the 1940 Act) of the Trust shall be committed
to the discretion of the Trustees who are not interested persons of
the Trust.
7. QUARTERLY REPORTS. The Treasurer of the Trust shall provide to the
Trustees and the Trustees shall review, at least quarterly, a written
report of the amounts expended pursuant to this Plan and any related
agreement and the purposes for which such expenditures were made.
8. RECORDKEEPING. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 7 hereof,
for a period of not less than six years from the date of this Plan,
the agreements or such reports, as the case may be, the first two
years in an easily accessible place.
9. LIMITATION OF LIABILITY. A copy of the Agreement and Declaration of
Trust of the Trust is on file with the Secretary of the State of Ohio
and notice is hereby given that this Plan is executed on behalf of the
Trustees of the Trust as trustees and not individually and that the
obligations of this instrument are not binding upon the Trustees, the
shareholders of the Trust individually or the assets or property of
any other series of the Trust, but are binding only upon the assets
and property of the Fund.
IN WITNESS WHEREOF, the Trust has caused this Plan to be executed as of the
date set forth below.
Date: March 1, 1999
Attest: The BSG Funds
/s/ Lisa Hunter By: Michael Guirlinger
- ----------------------- -------------------------------
Lisa Hunter, Secretary Michael Guirlinger, President
-3-
