SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
---
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 4 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
OF 1940
Amendment No. 5 / X /
(Check appropriate box or boxes.)
Firstar Select Funds - File Nos.333-23987 and 811-8155
- ------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
431 North Pennsylvania Street, Indianapolis, Indiana 46204
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: 317-917-7000
------------
Jennie Carlson, c/o Firstar Bank, N.A.,425 Walnut Street, Cincinnati, Ohio 45202
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(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)
/ / on __________________ pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
STAR SELECT REIT-PLUS FUND
PROSPECTUS August 1, 1999
431 North Pennsylvania Street
Indianapolis, Indiana 46204
For Information, Client Services and Requests:
(800) 677-FUND
As with all mutual funds, the Securities and Exchange Commission has not
determined that the information in this prospectus is accurate or complete, nor
has it approved or disapproved of the Fund's shares. It is a criminal offense to
state otherwise.
<PAGE>
.REIT-PLUS FUND
Investment Goal
The REIT-Plus Fund's investment objective is to provide above average
income and long-term growth of capital.
Investment Policies and Portfolio Securities
The fund attempts to achieve its investment goal by investing primarily in
real estate investment trusts ("REITs") plus other real estate related equity
securities (including common stock, preferred stock and securities convertible
into common stock). Under normal circumstances, the fund will invest at least
65% of its total assets in real estate related equity securities, including at
least 50% of its total assets in REITs. The fund will invest primarily in equity
REITs that invest in office, residential, retail, industrial and specialty
properties. The fund may also invest in mortgage REITs that invest in real
estate mortgages. Real estate related equity securities also include those
issued by real estate developers, companies with substantial real estate
holdings (for investment or as part of their operations), as well as companies
whose products and services are directly related to the real estate industry,
such as building supply manufacturers, mortgage lenders or mortgage servicing
companies.
The adviser selects securities and attempts to maintain an acceptable level
of risk largely through the use of quantitative and analytical measurement
techniques. The adviser considers the following factors when using this research
technique:
o price/funds from operations,
o historical and projected income growth rates,
o management strategy,
o real estate portfolio analysis,
o market capitalization,
o average daily trading volume and
o credit structure
The investment adviser uses quantitative and analytical models together
with economic forecasts in the assessment of risk and volatility of the company
and its sector. When selling securities, the adviser considers three factors:
(1) Have the objectives of the fund been met? (2) Has the attractiveness of the
securities deteriorated? (3) Has the adviser's outlook changed? If the adviser
can answer each question positively, then the adviser will sell the securities.
Temporary Investments
To respond to adverse market, economic, political or other conditions, the
fund may invest up to 100% of its assets in U.S. and foreign short-term money
market instruments. The fund may invest up to 35% of its assets in these
securities to maintain liquidity. Some of the short-term money market
instruments include:
o commercial paper
o certificates of deposit, demand and time deposits and bankers'
acceptances
o U.S. government securities
o repurchase agreements
o money market funds
To the extent the fund engages in this temporary, defensive strategy, the
fund may not achieve its investment objective. To the extent the fund invests in
money market funds, shareholders will be subject to duplicative management fees.
Principal Investment Risks
The main risks of investing in the fund are:
Stock Market Risk: the fund is subject to stock market risks and
significant fluctuations in value. If the stock market declines in
value, the fund is likely to decline in value. Therefore, you may lose
money if the value of the fund declines.
Stock Selection Risk: The stocks selected by the investment adviser
may decline in value or not increase in value when the stock market in
general is rising.
<PAGE>
Real Estate Industry Risks: The concentration of the fund's
investments in the real estate industry will subject the fund to risks
in addition to those that apply to the general equity markets.
Economic, legislative or regulatory developments may occur which
significantly affect the entire real estate industry and thus may
subject the fund to greater market fluctuations than a fund that does
not concentrate in particular industry. In addition, the fund will
generally be subject to risks associated with direct ownership of real
estate, such as decreases in real estate values or fluctuations in
rental income caused by a variety of factors, including increases in
interest rates, increases in property taxes and other operating costs,
casualty or condemnation losses, possible environmental liabilities
and changes in supply and demand for properties.
Real Estate Investment Trust Risks: Some of the risks of equity and
mortgage REITs are that they depend on management skills and are not
diversified. As a result, REITs are subject to the risk of financing
either single projects or any number of projects. REITs depend on
heavy cash flow and may be subject to defaults by borrowers and
self-liquidation. Additionally, equity REITs may be affected by any
changes in the value of the underlying property owned by the trusts.
Mortgage REITS may be affected by the quality of any credit extended.
The adviser tries to minimize these risks by selecting REITs
diversified by sector (i.e. shopping malls, apartment building
complexes, health care facilities) and geographic location.
Small and Medium Size Companies Risk: The fund may invest in the
stocks of small to medium-sized companies. Small and medium size
companies often have narrower markets and more limited managerial and
financial resources than larger, more established companies. As a
result, their performance can be more volatile and they face greater
risk of business failure, which could increase the volatility of the
fund's portfolios.
Liquidity Risk: Liquidity risk is the risk that certain securities may
be difficult or impossible to sell at the time and price that the
investment adviser would like to sell. The adviser may have to lower
the price, sell other securities instead or forego an investment
opportunity, any of which could have a negative effect on fund
management or performance.
The Statement of Additional Information contains more information
about the fund and the types of securities in which it may invest.
<TABLE>
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Who May Want to Invest
The fund may be appropriate for people who:
An investment in the
fund is not a deposit of o wish to invest for the long term
Firstar Bank and is not o want to diversify their portfolios
insured or guaranteed by o want to allocate some portion of their long-term
the Federal Deposit investments to real estate securities
Insurance Corporation o are willing to accept a high degree of volatility and
or any other government risk in exchange for the opportunity to realize
agency. greater financial gains in the future
The fund may not be appropriate for people who:
o are investing for short terms
o are risk adverse
</TABLE>
<PAGE>
Past Performance
The bar chart and table below illustrate the variability of the fund's
returns. The bar chart indicates the risks of investing in the fund by showing
the changes in the fund's performance from year to year (on a calendar basis).
The table shows how the fund's average annual returns over time compare with
broad measures of market performance. The fund is the successor to the portfolio
of a common trust fund managed by the adviser for over ten years. At the fund's
commencement of operations, the assets from the common trust fund were
transferred to the fund in exchange for Class Y shares. The adviser has
represented that the fund's investment objective, policies and limitations are
in all material respects identical to those of the common trust fund.
The performance information of the Class Y shares includes the performance
of the common trust fund for periods before the fund's registration as a mutual
fund became effective. The common trust fund's performance was adjusted to
reflect expenses of 1.34% (the percentage of expenses estimated for the fund in
its original prospectus). The common trust fund was not registered as a mutual
fund and therefore was not subject to certain investment restrictions that are
imposed on the fund. If the common trust fund had been registered as a mutual
fund, the performance may have been adversely affected. The fund's past
performance is not necessarily an indication of how the fund will perform in the
future.
REIT-Plus Fund- C Shares
Calendar Year Return
(bar chart as of 12/31/98 return)
Best Quarter: Q__ 19__ ____%
Worst Quarter Q__ 19__ ____%
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Average annual total return 1 Year Five Year 10 Year Since
Through 12/31/98 Inception
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REIT-Plus Fund
B shares1 N/A N/A N/A ___%
C shares2 ___% ___% ___% ___%
Morgan Stanley ___% ___% ___% ___%
REIT Index
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1 B Shares commenced operations on April 1, 1999
2 C Shares commenced operations on June 24, 1997
3 The Morgan Stanley REIT Index is an unmanaged index comprised of the most
actively traded REITs.
<PAGE>
FUND EXPENSES
This table describes the fees and expenses that you may
pay if you buy and hold shares of the fund.
- ------------------------------------------- -------------------- ---------------
Shareholder Fees (fees paid directly from Class B Class Y
your investment)
- ------------------------------------------- -------------------- ---------------
Maximum Sales Charge (Load) None None
Imposed on Purchases (as a percentage of
offering price)
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Maximum Deferred Sales Charge (Load) 3 5.00% None
(as a percentage of offering price)
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Maximum Sales Charge (Load) Imposed on None None
Reinvested Dividends
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Redemption Fee None None
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Exchange Fee None None
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Annual Fund Operating Expenses (expenses Class B Class Y
deducted from fund assets)
- --------------------------------------------- ----------------- ----------------
Management Fees 0.75% 0.75%
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Distribution and Service (12b-1) Fees 4 None None
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Other Expenses 5 12.63% 0.72%
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Total Annual Fund Operating Expenses 13.38% 1.47%
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Expense Reimbursement6 11.78% n/a
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Net Fund Operating Expenses 1.60% 1.47%
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Example The example below is intend to help you compare the cost of investing
the fund with the cost of investing in other mutual funds. This example assumes
that:
1. You invest $10,000 in the fund for the time periods indicated and then
redeem all of your shares at the end of those periods.
2. Your investment has a 5% return each year, and
3. The fund's operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
- --------------------- ------------------- ----------------------- ------------------------ ---------------------
1 Year 3 Years 5 Years 10 Years
- --------------------- ------------------- ----------------------- ------------------------ ---------------------
Class B $ $ $ $
- --------------------- ------------------- ----------------------- ------------------------ ---------------------
Class Y $ $ $ $
- --------------------- ------------------- ----------------------- ------------------------ ---------------------
</TABLE>
If you did not redeem your shares, you would pay the following expenses:
- --------------------------------
1 The contingent deferred sales charge is 5.00% in the first year, declining to
1.00% in the fifth year and 0.00% thereafter. See "Price of Shares."
2 The Trust has adopted a 12b-1 Plan which permits the Fund to pay up to 0.25%
of average net assets as a 12-1 fee to the Fund's distributor. The Fund's
expenses will not be affected by the 12b-1 Plan because the adviser does not
intend to activate the Plan through July 31, 2000.
3 "Other Expenses" includes(1) administration fees, transfer agency fees and all
other ordinary operating expenses of the fund not listed above, plus (2) an
annual shareholder servicing fee of 0.25% of average daily net assets. For the
foreseeable furture, the fund plans to limit the shareholder servicing fee to an
annual rate of 0.10% of averge daily net assets.
4 The adviser has agreed to maintain the fund's Class B expenses until July 30,
2000 at the lesser of :a) 1.60%, or b) the ratio of operating expenses to
average net assets for the Fund's Class Y Shares, for the same period.
<TABLE>
<S> <C> <C> <C> <C>
- --------------------- ------------------- ----------------------- ------------------------ ----------------------
1 Year 3 Years 5 Years 10 Years
- --------------------- ------------------- ----------------------- ------------------------ ----------------------
- --------------------- ------------------- ----------------------- ------------------------ ----------------------
Class B $ $ $ $
- --------------------- ------------------- ----------------------- ------------------------ ----------------------
Class Y $ $ $ $
- --------------------- ------------------- ----------------------- ------------------------ ----------------------
</TABLE>
Class descriptions are on page ___.
MANAGEMENT OF THE FUND
Investment Adviser The investment adviser for the fund is Firstar Bank,
N.A. The adviser is located at 425 Walnut Street, Cincinnati, Ohio 45202. The
investment decisions made by Firstar Bank are subject to direction of the fund's
board of trustees. (The Statement of Additional Information contains more
information regarding the board of trustees.) The adviser conducts investment
research and supervision for the fund and is responsible for the purchase and
sale of securities of the fund's portfolio. The adviser receives an annual fee
from the fund for its services of 0.75% of its average daily assets.
The adviser was solely owned by StarBanc Corporation until November 20,
1998 when StarBanc Corporation merged with Firstar Corporation. The new entity
retained the "Firstar" name and Firstar Corporation is now the parent company of
the adviser. Firstar Bank, N.A. was known as Star Bank, N.A. prior to the
merger.
The merger has produced no significant changes to the management of the
adviser. Together, the two banks have become the 21st largest bank in the United
States and have blended an expertise of trust administration and investments
together with extensive knowledge in the mutual fund industry.
<PAGE>
Firstar Bank manages trust funds and collective investment funds having a
market value in excess of $12 billion. As part of its regular banking
operations, Firstar Bank may make loans to public companies. As a result, it may
be possible for the funds to hold or acquire securities of companies that are
also lending clients of Firstar Bank. The lending relationship will not be a
factor in the selection of securities.
Portfolio Manager
Karen Bowie has been responsible for the day-to-day management of the
Fund's portfolio since March 1, 1999. Ms. Bowie has been a Senior Portfolio
Manager and Vice President of Firstar Bank since January 1999. She is
responsible for financial services research and portfolio management. From 1993
until January 1999 she served as Senior Portfolio Manager and Vice President of
Investment Management of PNC Bank. Ms. Bowie earned a Doctor of Jurisprudence
degree from the Salmon P. Chase College of Law in 1995, a Master of Business
Administration degree from Xavier University in 1990, and a Bachelor of Business
Administration degree from Xavier University in 1983. She also earned the
Chartered Financial Analyst designation in 1987.
Fund Administration, Fund Accounting, Dividend Disbursement, and Custody
Services
Unified Fund Services, Inc. provides administrative, accounting and
dividend disbursement services to the Firstar Select Funds and is located in
Indianapolis, Indiana. Firstar Bank, N.A. the fund's investment adviser, also
serves as custodian for the fund.
DISTRIBUTION OF SHARES
Distributor
Unified Management Corporation, Inc. is the distributor for shares of the
fund. Unified is based in Indianapolis, Indiana and is the distributor for a
number of investment companies around the country.
Servicing
The Adviser (not the fund) may pay certain financial institutions (which
may include banks, securities dealers and other industry professionals), a
"servicing fee" for performing certain administrative functions for fund
shareholders. The servicing fee may amount to 0.25% of the average daily net
assets serviced by the institution for each calendar quarter, although it is
anticipated that no fee will be paid with respect to assets invested for more
that one year.
DESCRIPTION OF CLASSES
Class B
Class B shares are regular retail shares and may be purchased through
broker-dealers. With class B shares, a sales charge may be imposed if you redeem
your shares within a certain time period. If you redeem your class B shares
within five full years of the date you purchased, a contingent deferred sales
charge (CDSC) may be charged by the fund's distributor. For more information on
the CDSC, see "The Price of Shares."
Class Y
The C class of shares is available only to Firstar Bank's trust or
institutional investors. With Class Y shares you do not pay any sales charges.
The Class Y shares do pay investment management fees and other fees.
<PAGE>
THE PRICE OF SHARES
How NAV is Determined
<TABLE>
<S> <C>
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The net asset value (NAV) is calculated by taking the value of
the fund's assets, including interest on dividends accrued,
but not yet collected, less all liabilities and dividing the NAV =
result by the number of shares outstanding. The net asset Assets-Liabilities
value for the fund is determined as of the close of trading --------------------------------------
(normally 4:00 p.m., Eastern time) on the New York Stock # outstanding shares
Exchange, Monday through Friday, except on:
---------------------------------------
</TABLE>
o days on which there are insignificant changes in the value of the
fund's portfolio securities to materially affect the net asset value
o days during which no shares are purchased or redeemed
o the following holidays
<TABLE>
<S> <C> <C> <C>
o New Year's Day o Good Friday o Labor Day
o Martin Luther King Jr's Day o Memorial Day o Thanksgiving Day
o Presidents' Day o Independence Day o Christmas Day
</TABLE>
Determining Market Value of Securities
Market or fair values of the fund's portfolio securities are determined as
follows:
1. For equity securities: according to the last sale price on a national
securities exchange, if applicable.
2. In the absence of recorded sales for listed equity securities:
according to the mean between the last closing bid and asked prices.
3. For unlisted equity securities: latest bid prices
4. For bonds and other fixed-income securities: as determined by an
independent pricing service.
5. For short-term obligations: according to the mean between bid and
asked prices as furnished by an independent pricing service.
6. For short-term obligations with remaining mature of 60 days or less at
the time of purchase: at amortized cost.
7. For all other securities: at fair value as determined in good faith by
the Trustees.
What Shares Cost- Class B Shares
If you purchase class B shares, you will pay the net asset value next
determined after your order is received. There is no sales charge on this class
at the time you purchase your shares. However, there is a contingent deferred
sales charge on Class B shares at the time you redeem. Any applicable CDSC will
be imposed on the lesser of the net asset value of the redeemed shares at the
time of purchase or the net asset value of the redeemed shares at the time of
redemption in the amount indicated by the table below:
<PAGE>
- ------------------------------------ -----------------------------------
YEAR OF REDEMPTION AFTER PURCHASE CONTINGENT DEFERRED SALES CHARGE
- ------------------------------------ -----------------------------------
Year 1 5.00%
- ------------------------------------ -----------------------------------
Year 2 4.00%
- ------------------------------------ -----------------------------------
Year 3 3.00%
- ------------------------------------ -----------------------------------
Year 4 2.00%
- ------------------------------------ -----------------------------------
Year 5 1.00%
- ------------------------------------ -----------------------------------
Year 6 0.00%
- ------------------------------------ -----------------------------------
In computing the amount of CDSC you could be charged, redemptions are deemed to
have occurred in the following order:
1. shares of the fund you purchased by reinvesting your dividends and
long-term capital gains
2. shares of the fund you held for more than five full years from the
date of purchase
3. shares of the fund you held for fewer than five full years on a
first-in, first-out basis
A redemption made under the Automatic Withdrawal Plan (see "Selling
Shares") will not be assessed CDSC as long as annual redemptions do not amount
to more than 10% of your initial balance. CDSC is also not charged on:
o shares purchased by reinvesting your dividends or distributions of
short or long-term capital gains
o shares held for more than five full years after purchase
o redemptions made following death or disability (as defined by the IRS)
o redemptions made as minimum required distributions under an IRA or
other retirement plan to a shareholder who is 7 1/2years old or older.
o redemptions made in shareholder accounts that do not have the required
minimum balance
What Shares Cost-Class Y Shares
If you purchase Class Y shares you will pay their NAV next determined after
your order is received. There is no sales charge on this class at any time.
PURCHASING SHARES
Opening an Account
To open an account, first determine if you are buying class B or C shares
(see page for class descriptions.) The minimum initial investment amounts for
the fund are as follows:
o $1,000 for individuals
o $500 for Education IRA customers
o $25 for Firstar Bank Connections Group Banking customers and Firstar
Bank Employees and members of their immediate family, participants in
the Firstar Bank Student Finance 101 Program who establish a
systematic investment program and persons contributing to SIMPLE IRAs
o $1,000 for trust or institutional customers of Firstar Bank ($1,000
may be determined by combining the amount in all mutual fund accounts
you maintain with Firstar Bank)
Additional investments may be made in any amount.
<PAGE>
Waivers-Class B Shares
The following persons will not have to pay a sales charge on class B
shares:
o employees and retired employees of Firstar Bank (or Star Bank),
Unified Management Corporation, or their affiliates, or of any
bank or investment dealer who has a sales agreement with Unified
Management Corporation with regard to the Fund, and members of
their families (including parents, grandparents, siblings,
spouses, children, and in-laws) of such employees or retired
employees;
o Firstar Trust customers of Firstar Corporation and its
subsidiaries; and
o non-trust customers of financial advisers
Receipt of Orders
<TABLE>
<S> <C>
Shares may only be purchased on days the New York Stock
Exchange and the Federal Reserve wire system are open for When making a redemption request, make sure your request is
business. Your order will be considered received after in good order, "Good order" means your letter of
your check is converted into federal funds and received by instruction includes:
Firstar Bank (usually the next business day). If you are o the name of the fund
paying with federal funds (wire), your order will be o the number of shares or the dollar amount of shares
considered received when Firstar Bank receives the federal to be redeemed
funds. o signatures of all registered shareholders exactly
as the shares are registered (guaranteed for IRAs)
o the account registration number
</TABLE>
Timing of Requests
The price per share will be the net asset value next computed after the
time your request is received in good order and accepted by the fund or the
fund's authorized agent. All requests received in good order by the fund before
4:00 p.m. (Eastern time) will be executed on that same day. Requests received
after 4:00 p.m. will be processed on the next business day.
Methods of Buying
<TABLE>
<S> <C> <C>
- ------------------------------------------- ----------------------------------------- -----------------------------------------
To Open an Account To Add to an Account
- ------------------------------------------- ----------------------------------------- -----------------------------------------
By telephone Call Firstar Select Funds at 1-800-677- Call Firstar Select Funds at 1-800-677-
FUND to place the order. (Note: for FUND to place the order. (Note: for
* (Firstar Bank customers only) security reasons, requests by telephone security reasons, requests by telephone
may be recorded.) may be recorded.)
- ------------------------------------------- ----------------------------------------- -----------------------------------------
By Mail Make your check payable to"Firstar Fill out the investment stub from an
Select Funds." Forward the check and account statement, or indicate the fund
your application to the address below. name and account number on your check.
Make your check payable to "Firstar
Select Funds." Forward the check and
stub to the address below.
- ------------------------------------------- ----------------------------------------- -----------------------------------------
By Federal Funds Wire Forward your application to Firstar Call Firstar Select Funds at
Select Funds at the address below. 1-800-677-FUND to notify of incoming
Call 1-800-677- FUND to obtain an wire. Use the following instructions:
account number. Wire funds using the Firstar Bank, N.A.
instructions to the right. ABA# 042000013
Credit: Unified Management Corporation
Account # 486464944
Further Credit:
Firstar Select REIT-Plus Fund
(designate Class B or C)
(your account #)
<PAGE>
- ------------------------------------------- ----------------------------------------- -----------------------------------------
Automatic Investment Plan Open a fund account with one of the If you didn't set up an automatic
other methods. If by mail, be sure to investment plan with your original
include your checking account number on application, call Firstar at
the appropriate section of your 1-800-677-FUND. Additional investments
application. (minimum of $25 per period) will be
taken automatically monthly or
quarterly from your checking account.
- ------------------------------------------- ----------------------------------------- -----------------------------------------
Through Shareholder Service Organizations To purchase shares for another To purchase shares for another
investor, call Firstar Select Funds at investor, call Firstar Select Funds at
1-800-677-FUND. 1-800-677-FUND.
- ------------------------------------------- ----------------------------------------- -----------------------------------------
</TABLE>
Address for Firstar Select Funds
You should use the following address when sending documents by mail or by
overnight delivery:
By Mail By Overnight Delivery:
------- ----------------------
Firstar Select Funds Firstar Select Funds
Client Services Client Services
c/o Firstar Bank, N.A. c/o Firstar Bank, N.A.
425 Walnut Street, ML 7135 Cincinnati, 425 Walnut Street, ML 7135
Ohio 45202 Cincinnati, Ohio 45202
NOTE: The fund does not consider the U.S. Postal Service or other independent
delivery services to be its agents. Therefore, deposits in the mail or with such
services, or receipt at Firstar Bank's post office box of purchase applications
or redemption requests do not constitute receipt by the funds.
SELLING SHARES
<TABLE>
<S> <C>
Methods of Selling
- ---------------------------------------------------------------- --------------------------------------------------------------
To Sell Some or All of Your Shares
- ---------------------------------------------------------------- --------------------------------------------------------------
By telephone Call Firstar Select Funds at 1-800-677-FUND to sell any
amount of shares. (NOTE: For security reasons, requests by
telephone may be recorded.)
- ---------------------------------------------------------------- --------------------------------------------------------------
By Mail Send a letter instructing the Firstar Select Funds to redeem
the dollar amount of shares you wish. The letter should
contain the fund's name, the account number and the number
of shares or the dollar amount of shares to be redeemed. Be
sure to have all shareholders sign the letter. If your
account is an IRA, signatures must be guaranteed.
- ---------------------------------------------------------------- --------------------------------------------------------------
By Federal Funds Wire Call Firstar Select Funds at 1-800-677-FUND to request the
amount of money you want. Be sure to have all necessary
information from your bank. Your bank may charge a fee to
receive wired funds.
- ---------------------------------------------------------------- --------------------------------------------------------------
Automatic Withdrawal Plan Call Firstar Select Funds at 1-800-677-FUND to arrange for
regular monthly or quarterly fixed withdrawal payments. The
minimum payment you may receive is $25 per period. Note
that this plan may deplete your investment and affect your
income or yield. Also, it isn't wise to make purchases of
class B shares while participating in this plan because of
the sales charges.
- ---------------------------------------------------------------- --------------------------------------------------------------
Shareholder Service Organization Consult your account agreement for information on redeeming
shares.
- ---------------------------------------------------------------- --------------------------------------------------------------
</TABLE>
<PAGE>
When Redemption Proceeds Are Sent to You
Your shares may only be redeemed on days on which the fund compute its net
asset value. Your redemption requests cannot be processed on days the New York
Stock Exchange is closed or on federal holidays which restrict wire transfers.
<TABLE>
<S> <C>
All requests received in good order by Firstar Select Funds
before 3:30 p.m. (Eastern time),will normally be wired to the
bank you indicate or mailed on the following day to the
address of record. In no event will proceeds be wired or a When making a redemption request, make sure your request is
check mailed more than 7 calendar days after Firstar receives in good order, "Good order" means your letter of
a proper redemption request. If you purchase shares using a instruction includes:
check and soon after request a redemption, Firstar Select o the name of the fund
Funds will honor the redemption request, but will not mail the o the number of shares or the dollar amount of shares
proceeds until your purchase check has cleared (usually within to be redeemed
12 business days). o signatures of all registered shareholders exactly
as the shares are registered (guaranteed for IRAs)
o the account registration number
</TABLE>
Value of Shares Sold
Your shares will be redeemed at the net asset value next determined after
Firstar Select Funds receives you redemption request in good order. In the case
of class B shares, the applicable contingent deferred sales charge will be
subtracted from your redemption amount or your account balance, per your
instructions.
Accounts with Low Balances
Due to the high cost of maintaining accounts with low balances, Firstar
Select Funds may mail you a notice if your account falls below $1,000 requesting
that you bring the account back up to $1,000 or close it out. If you do not
respond to the request within 30 days , Firstar Select Funds may close the
account on your behalf and send you the proceeds. If you have an account through
a shareholder service organization, consult you account agreement for
information on accounts with low balances.
Signature Guarantees
You will need you signature guaranteed if:
o you are redeeming shares from an IRA account
o you request a redemption to be made payable to a person not
on record with the funds, or
o you request that a redemption be mailed to an address other
than that on record with the funds
You may obtain signature guarantees from most trust companies, commercial
banks or other eligible guarantor institutions.
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES
Dividends and Capital Gains
The fund declares and pays dividends on a quarterly basis. Unless you
provide a written request to receive payment in cash, your dividends will
automatically be reinvested in additional shares of the fund. Dividends paid in
cash will be mailed to you via the U.S. Postal Service. Keep in mind,
undeliverable checks or checks not deposited within six months will be
reinvested in additional shares of the fund at the then current net asset value.
Dividends paid in cash or in additional shares are treated the same for tax
purposes.
<PAGE>
If the fund realizes capital gains, they will be distributed once every 12
months.
Tax Information
The fund will pay no federal income tax because it expects to meet certain
Internal Revenue Code
requirements.
Unless otherwise exempt, shareholders are required to pay federal income
tax on any dividends and other distributions, including capital gains
distributions, received. This applies whether dividends and distributions are
received in cash or as additional shares. All dividends paid by the funds and
distributions of net realized short-term capital gains are taxable as ordinary
income. Distributions paid by a fund from net realized long-term capital gains
are taxable as long-term capital gain. The capital gain holding period and the
applicable tax rate is determined by the length of time the fund has held the
security and not the length of time that you have held shares in the fund. The
fund expects that, because of its investment objective, distributions will
consist of income and long- and short-term capital gains. The fund will provide
you with detailed tax information for reporting purposes.
FINANCIAL HIGHLIGHTS
The financial highlights table set forth below is intended to help you
understand the fund's financial performance for the fund's period of operations.
Most of the information reflects financial results with respect to a single fund
share. The total returns in the table represent the rates that an investor would
have earned (or lost) on an investment in the fund (assuming reinvestment of all
dividends and distributions). This information has been audited by McCurdy &
Associates CPA's., Inc., whose report, along with the fund's financial
statements, is included in the fund's annual report, which is available upon
request.
ADDITIONAL INFORMATION
The investment objective of the fund may be changed without shareholder
approval. You will be notified at least 30 days in advance of any change.
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 shareholders of the fund.
YEAR 2000 ISSUE
Like all financial service providers, the fund's investment adviser, the
distributor and other third party service providers utilize systems that may be
affected by year 2000 transition issues and other date related issues. The
services provided to you and the fund by these service providers depend on the
smooth functioning of their computer systems and those of other parties they
deal with. Many computer software systems in use today cannot distinguish the
year 2000 from the year 1900 because of the way dates are encoded and
calculated. Such an event could have a negative impact on handling securities
trades, payments of interest and dividends, pricing and account services.
Although there can be no assurance at this time that there will be no adverse
impact on the fund, the fund's service providers have advised the fund that they
have been actively working on necessary changes to their computer systems to
prepare for the year 2000. The fund's service providers expect that their
systems, and those of other parities they deal with, will be adapted in time for
that event. However, there can be no assurance that the computer systems of the
companies in which the fund invests will be timely converted or that the value
of such investments will not be adversely affected by the year 2000 issue.
Firstar Select Fund
FOR MORE INFORMATION
You may obtain the following and other information on the Firstar Select
REIT-Plus Fund free of charge:
<PAGE>
o Annual and Semi-Annual Reports to Shareholders
The annual and semi-annual reports provide the fund's most recent
financial reports and portfolio listings. The annual report contains a
discussion of the market conditions and investment strategies that
affected the fund's performance during the last fiscal year.
o Statement of Additional Information (SAI) dated ___________, 1999
The SAI is incorporated into this prospectus by reference (i.e.
legally made a part of this prospectus). The SAI provides more details
about the fund's policies and management.
To receive any of these documents or prospectuses on the Firstar Select
REIT-Plus Fund:
By telephone:
1-800-677-FUND
By mail:
Firstar Select Fund
Client Services
C/o Firstar Bank, N.A.
425 Walnut Street, ML 7135
Cincinnati, Ohio 45202
On the Internet:
Text only versions of fund documents can be viewed online or downloaded from:
http://www.sec.gov [and http://www.firstarselectfunds.com]
You may review and obtain copies of fund information (including the SAI) at
the SEC Public Reference Room in Washington, D.C. Please call 1-800-SEC-0330 for
information relating to the operation of the Public Reference Room. Copies of
the information may be obtained for a fee by writing the Public Reference
Section, Securities and Exchange Commission, Washington, D.C. 20549-6009.
Investment Company Ad File # 811-8155
<PAGE>
FIRSTAR SELECT REIT-PLUS FUND
A series of Firstar Funds
STATEMENT OF ADDITIONAL INFORMATION
August 1, 1999
This Statement of Additional Information ("SAI") is not a Prospectus.
It should be read in conjunction with the Prospectus of Firstar Select REIT-Plus
Fund dated August 1, 1999. This SAI incorporates by reference the financial
statements and independent auditor's report from the Fund's Annual Report to
Shareholders for the fiscal year ended March 31, 1999. A free copy of the
Prospectus and Annual Report can be obtained by writing the Transfer Agent at
431 N. Pennsylvania Street, Indianapolis, Indiana 46204, or by calling
1-800-677-FUND.
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
PAGE
DESCRIPTION OF THE TRUST AND FUND..............................................2
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS..........3
INVESTMENT LIMITATIONS.........................................................4
THE INVESTMENT ADVISER.........................................................6
TRUSTEES AND OFFICERS..........................................................7
PORTFOLIO TRANSACTIONS AND BROKERAGE...........................................8
DISTRIBUTION PLAN.............................................................10
SHAREHOLDER SERVICES PLAN.....................................................10
CONVERSION TO FEDERAL FUNDS...................................................10
DETERMINATION OF SHARE PRICE..................................................10
INVESTMENT PERFORMANCE........................................................11
CUSTODIAN.....................................................................12
TRANSFER AGENT AND ADMINISTRATOR..............................................12
ACCOUNTANTS...................................................................12
DISTRIBUTOR...................................................................12
FINANCIAL STATEMENTS..........................................................12
<PAGE>
DESCRIPTION OF THE TRUST AND FUND
Firstar Select REIT-Plus Fund (the "Fund") was organized as a diversified
series of Firstar 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 February 28, 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 Fund (the only series
currently authorized by the Trustees) was organized on February 28, 1997, and
commenced operations on June 24, 1997.
The shares of the Fund are divided into two classes, designated Class B and
Class C shares. 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. More information concerning
the classes of shares of the Fund may be obtained by calling Firstar Bank at
800-677-FUND.
The Fund does not issue share certificates. All shares are held in
non-certificate form registered on the books of the Fund and the Transfer Agent
for the account of the shareholder. 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. The Trust will, if requested to do
so by the holders of at least 10% of the Trust's outstanding shares, call a
meeting of shareholders for the purpose of voting upon the question of removal
of a trustee or trustees and will assist in communications with other
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. A separate vote is taken by a class of shares of
the Fund if a matter affects just that class of shares. 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.
The Fund may determine to allocate certain of its expenses (in addition to
12b-1 fees) to the specific class of the Fund's shares to which those expenses
are attributable. For example, a higher transfer agency fee per shareholder
account may be imposed on a class of shares subject to a contingent deferred
sales charge because, upon redemption, the duration of the shareholder's
investment must be determined.
The Fund has filed an election with the Securities and Exchange Commission
which permits the Fund to make redemption payments in whole or in part in
securities or other property if the Trustees determine that existing conditions
make cash payments undesirable. However, the Fund has committed to pay in cash
all redemptions for any shareholder, limited in amount with respect to each
shareholder during any ninety day period to the lesser of (a) $250,000 or (b)
one percent of the net asset value of the Fund at the beginning of such period.
<PAGE>
As of May 21, 1999 the following persons may be deemed to beneficially own
five percent (5%) or more of the Class Y shares of the Fund: Firstar Bank, N.A.,
trustee of the First Cinco omnibus accounts, PO Box 1118 ML 6120, Cincinnati,
Ohio 45201 - 99.37%. As of May 21, 1999, the following persons may be deemed to
beneficially own five percent (5%) or more of the Class B shares of the Fund:
[Louis S. Ross, IRA, 6221 N. Applecross Rd., Highland Heights, OH 44143 --
14.12%; John C. Loebs & Diann E. Loebs, JTWROS, 14680 Winfield Park Dr.,
Novelty, OH 44072 -- 8.77%; Kenneth A. Burke, IRA, 611 Jefferson Dr., Cleveland,
OH 44143 -- 72.61%.] As of May 21, 1999, Firstar Bank, N.A. may be deemed to
control the Fund as a result of its beneficial ownership of the shares 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
Equity Securities
The Fund may invest in common stock, preferred stock and common stock
equivalents (such as convertible preferred stock and convertible debentures) of
real estate related companies (including REITs) and other companies. 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") or, if
unrated, are deemed to be of comparable quality by the Adviser. 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.
Option Transactions
The Fund may engage in option transactions involving individual securities
and stock 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 stock 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 stock 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 stock 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. To cover the potential obligations
involved in writing options, the Fund will either (a) own the underlying
security, or in the case of an option on a market index, will hold a portfolio
of stocks substantially replicating the movement of the index, or (b) the Fund
will segregate with the Custodian high grade liquid debt obligations sufficient
to purchase the underlying security or equal to the market value of the stock
index option, marked to market daily.
The purchase and writing of options requires additional skills and
techniques beyond normal portfolio management, and 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 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>
Loans of Portfolio Securities
The Fund may make long- and short-term loans of its portfolio securities.
Under the lending policy authorized by the Board of Trustees and implemented by
the Adviser in response to requests of broker-dealers or institutional investors
which the Adviser deems qualified, the borrower must agree to maintain
collateral, in the form of cash or U.S. government obligations, with the Fund on
a daily mark-to-market basis in an amount at least equal to 100% of the value of
the loaned securities. The Fund will continue to receive dividends or interest
on the loaned securities and may terminate such loans at any time or require
such securities in time to vote on any matter which the Adviser determines to be
important. With respect to loans of securities, there is the risk that the
borrower may fail to return the loaned securities or that the borrower may not
be able to provide additional collateral.
Corporate Debt Securities
Corporate debt securities are bonds or notes issued by corporations and
other business organizations, including business trusts, in order to finance
their credit needs. Corporate debt securities include commercial paper which
consists of short term (usually from one to two hundred seventy days) unsecured
promissory notes issued by corporations in order to finance their current
operations. Under normal circumstances, the Fund may invest up to 5% of its net
assets in corporate bonds and notes. The Fund intends to invest only in fixed
income securities rated A or higher by Moody's Investors Services, Inc. or by
Standard and Poor's Corporation or, if unrated, are deemed to be of comparable
quality by the Adviser
U.S. Government Obligations
U.S. government obligations may be backed by the credit of the government
as a whole or only by the issuing agency. U.S. Treasury bonds, notes, and bills
and some agency securities, such as those issued by the Federal Housing
Administration and the Government National Mortgage Association (GNMA), are
backed by the full faith and credit of the U.S. government as to payment of
principal and interest and are the highest quality government securities. Other
securities issued by U.S. government agencies or instrumentalities, such as
securities issued by the Federal Home Loan Banks and the Federal Home Loan
Mortgage Corporation, are supported only by the credit of the agency that issued
them, and not by the U.S. government. Securities issued by the Federal Farm
Credit System, the Federal Land Banks, and the Federal National Mortgage
Association (FNMA) are supported by the agency's right to borrow money from the
U.S. Treasury under certain circumstances, but are not backed by the full faith
and credit of the U.S. government. Under normal circumstances, the Fund may
invest up to 5% of its net assets in U.S. government obligations.
Repurchase Agreements
The Fund may invest in repurchase agreements fully collateralized by U.S.
Government obligations. A repurchase agreement is a short-term investment in
which the purchaser (i.e., the Fund) acquires ownership of a U.S. Government
obligation (which may be of any maturity) and the seller agrees to repurchase
the obligation at a future time at a set price, thereby determining the yield
during the purchaser's holding period (usually not more than seven days from the
date of purchase). Any repurchase transaction in which the Fund engages will
require full collateralization of the seller's obligation during the entire term
of the repurchase agreement. In the event of a bankruptcy or other default of
the seller, the Fund could experience both delays in liquidating the underlying
security and losses in value. However, the Fund intends to enter into repurchase
agreements only with banks with assets of $1 billion or more and registered
securities dealers determined by the Advisor (subject to review by the Board of
Trustees) to be creditworthy. The Advisor monitors the creditworthiness of the
banks and securities dealers with which the Fund engages in repurchase
transactions.
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 the 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.
<PAGE>
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
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 real estate 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 Limitations"
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)
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. The Fund will not engage in borrowing or enter into
reverse repurchase agreements.
<PAGE>
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. Short Sales. The Fund will not effect short sales of securities.
6. Illiquid Securities. The Fund will not purchase securities that are
restricted as to resale or otherwise illiquid. For this purpose, illiquid
securities generally include securities which cannot be disposed of within seven
days in the ordinary course of business without taking a reduced price.
7. Money Market Funds. The Fund will not purchase shares of any money
market fund if immediately after such purchase more than 3 percent of the total
outstanding shares of the money market fund would be owned by the Fund and its
affiliates.
THE INVESTMENT ADVISER
The Fund's investment adviser is Firstar Bank, N.A., 425 Walnut Street,
Cincinnati, Ohio 45201 ("Firstar Bank" or the "Adviser"). The Adviser is a
wholly owned subsidiary of Firstar Corporation. Because of internal controls
maintained by the Adviser to restrict the flow of non-public information, Fund
investments are typically made without any knowledge of Firstar Bank's or its
affiliates' lending relationships with an issuer.
Under the terms of the management agreement (the "Agreement"), the Adviser
manages the Fund's investments subject to approval of the Board of Trustees. As
compensation for its management services, the Fund is obligated to pay the
Adviser a fee computed and accrued daily and paid monthly at an annual rate of
0.75% 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 fiscal year
ended March 31, 1999, and for the period from June 24, 1997 (commencement of
operations) through March 31, 1998, the Fund paid fees to the Adviser of
$281,358 and $214,090, respectively.
The Adviser retains the right to use the names "Star," "Star Select," and"
"Star Select REIT-Plus" or any variation thereof in connection with another
investment company or business enterprise with which the Adviser is or may
become associated. The Trust's right to use such names automatically ceases
ninety days after termination of the Agreement and may be withdrawn by the
Adviser on ninety days written notice.
The Adviser will, and other banks and financial institutions may, 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 shareholder and shareholder account
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. The Fund will not purchase securities issued by FirstarBanc
Corporation, the Adviser, or any of its affiliates.
<PAGE>
TRUSTEES AND OFFICERS
The names of the Trustees and executive officers of the Trust are shown
below.
<TABLE>
<S> <C>
Name, Address and Age Positions with the Trust & Principal Occupations During Past 5 Years
- ------------------------ --------------------------------------------------------------------
* Timothy L. Ashburn (48) Trustee (Chairman of the Board) and President of the Trust and The Unified Funds; Chairman of
431 N. Pennsylvania St. the Board, Unified Internet Indianapolis, IN 46204 Services, Inc. (February 1998 to present);
Indianapolis, IN 46204 Chairman of the Board and President, Unified Investment Advisers, Inc. (December 1994 to
present) ; Chairman of the Board, Unified Financial Services, Inc. , Unified Management
Corporation and Unified Fund Services, Inc.(December 1989 to present); Director, Health
Financial, Inc. (June 1997 to present); Trust Division Manager and Senior Trust Officer, Vine
Street Trust Company (July 1991 to April 1994).
Daniel J. Condon (48) Trustee of the Trust and The Unified Funds; Vice President and Officer, International Crankshaft
101 Carley Court Inc. (1990 to present).
Georgetown, KY 40324
Philip L. Conover (53) Trustee of the Trust and The Unified Funds; Private investor and financial Consultant (self -
8218 Cypress Hollow employed); part-time Adjunct Professor of Finacne, University of South Florida (August 1994 to
Sarasota,FL 34238 to present);Managing Director and Chief Operating Officer, Federal Housing Finance Board
(November 1990 through April 1994).
David E. LaBelle (50) Trustee of the Trust and The Unified Funds; Vice President of Compensation and Benefits,
5005 LBJ Freeway Occidental Petroleum Corporation May 1993 to present); Vice President of Human Resources,
Dallas, TX 76092 Island Creek Coal Company (A subsidiary of Occidental Petroleum) (June 1990 to April 1993).
* Jack R. Orben (61) Trustee of the Trust and The Unified Funds; Director, Unified Financal Services, Inc.; Chairman
40 Wall St. and CEO, Associated Family Services (January 1980 to present); Chairman and CEO, Starwood
New York, NY 10005 Corporation (March 1984 to present); Chairman, Fiduciary Counsel, Inc. (April 1979 to
present); Chairman, Estate Management Company (January 1978 to present).
Thomas G. Napurano (58) Treasurer of the Trust and The Unified Funds; Treasurer and Chief Financial Officer, Unified
431 N. Pennsylvania St. Internet Services, Inc. (February 1998 to present); Chief Financial Officer, Unified Investment
Indianapolis, IN 46204 Advisers, Inc. (January 1995 to present); Senior Vice President and Chief Financial Officer
of Unified Financial Services, Inc., Unified Management Corporation and Unified Fund Services,
Inc. (1990 to present).
Carol J. Highsmith (34) Secretary of the Trust and The Unified Funds; Secretary of Unified Fund Services, Inc.,
431 N.Pennsylvania St. Unified Management Corporation and Unified Internet Services, Inc.; Secretary of Unified
Indianapolis,IN 46204 Financial Services, Inc. and Unified Investment Advisers, Inc.(October 1996 to present);employed
by Unified Fund Services, Inc. (November 1994 to present).
</TABLE>
* Unified Fund Services, Inc. is the Fund's transfer agent and administrator,
and Unified Management Corporation is the Fund's principal underwriter. Unified
Fund Services, Inc. and Unified Management Corporation are subsidiaries of
Unified Financial Services, Inc. Mr. Ashburn and Mr. Orben may each be deemed to
be an "interested person" of the Trust, as defined in the Investment Company Act
of 1940, because of their respective positions with Unified Holdings, Inc. and
its subsidiaries.
Trustee fees are Trust expenses. The following table sets forth the
Trustees' compensation for the fiscal year ended March 31, 1999.
=============================== ============================================
Total Compensation from Trust
Name (the Trust is not in a Fund Complex)
=============================== ============================================
Timothy L. Ashburn $0
=============================== ============================================
Daniel J. Condon $4,000
=============================== ============================================
Philip L. Conover $4,000
=============================== ============================================
David E. LaBelle $4,000
=============================== ============================================
Jack R. Orben $0
=============================== ============================================
<PAGE>
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. 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.
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.
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.
Although investment decisions for the Fund are made independently from
those of the other accounts managed by the Adviser, investments of the type the
Fund may make may also be made by those other accounts. When the Fund and one or
more other accounts managed by the Adviser are prepared to invest in, or desire
to dispose of, the same security, available investments or opportunities for
sales will be allocated in a manner believed by the Adviser to be equitable to
each. In some cases, this procedure may adversely affect the price paid or
received by the Fund or the size of the position obtained or disposed of by the
Fund. In other cases, however, it is believed that coordination and the ability
to participate in volume transactions will be to the benefit of the Fund.
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. Due to research services provided by brokers, the Fund directed to
brokers $257,931,527 of brokerage transactions (on which commissions were
$94,143.88) during the fiscal year ended March 31, 1999.
<PAGE>
DISTRIBUTION PLAN
With respect to the Fund, the Trust has adopted a Plan pursuant to Rule
12b-1 which was promulgated by the Securities and Exchange Commission pursuant
to the Investment Company Act of 1940 (the "Plan"). The Plan provides for
payment of fees to Unified Management Corporation to finance any activity which
is principally intended to result in the sale of the Fund's shares subject to
the Plan. Such activities may include the advertising and marketing of shares of
the Fund; preparing, printing, and distributing prospectuses and sales
literature to prospective shareholders, brokers, or administrators; and
implementing and operating the Plan. Pursuant to the Plan, Unified Management,
Inc. may pay fees to brokers and others for such services. The Trustees expect
that the adoption of the Plan will result in the sale of a sufficient number of
shares so as to allow the Fund to achieve economic viability. 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.
SHAREHOLDER SERVICES PLAN
This arrangement permits the payment of fees to the Fund and, indirectly,
to financial institutions to cause services to be provided to shareholders by a
representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but are not limited to,
providing office space, equipment, telephone facilities, and various clerical,
supervisory, computer, and other personnel as necessary or beneficial to
establish and maintain shareholder accounts and records; processing purchase and
redemption transactions and automatic investments of client account cash
balances; answering routine client inquiries; and assisting clients in changing
divided options, account designations, and addresses.
CONVERSION TO FEDERAL FUNDS
It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds. Firstar Bank acts as the
shareholder's agent in depositing checks and converting them to federal funds.
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. For a description of the methods
used to determine the net asset value (share price), see "Share Price
Calculation" in the Prospectus.
INVESTMENT PERFORMANCE
The Fund may periodically a dvertise the average annual total return for
its shares. "Average annual total return," as defined by the Securities and
Exchange Commission, is computed by finding the average annual compounded rates
of return for the period indicated that would equate the initial amount invested
to the ending redeemable value, according to the following formula: P(1+T)n=ERV
Where: P = a hypothetical $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 and that a complete redemption
occurs at the end of the applicable period.
The Fund may also periodically advertise the total return for its shares
over various periods in addition to the value of a $10,000 investment (made on
the date of the initial public offering of its shares) as of the end of a
specified period. The "total return" for its shares refers to the percentage
change in the value of an account between the beginning and end of the stated
period, assuming no activity in the account other than reinvestment of dividends
and capital gains distributions.
<PAGE>
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.
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 NAREIT (National Association of Real Estate Investment Trusts) Index, 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.
The Fund's average annual total return of Class Y shares of the Fund for the
one, five and ten year periods ended March 31, 1999 was ____%, ____% and _____%,
respectively.
CUSTODIAN
In addition to acting as the Fund's Adviser, Firstar Bank, is Custodian of
the Fund's investments. As Custodian, Firstar Bank 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. As Custodian, Firstar Bank
receives a monthly fee at the annual rate of 0.025% of the total assets of the
Fund on the last business day of each month.
TRANSFER AGENT AND ADMINISTRATOR
Unified Fund Services, Inc.("Unified"), 431 N. Pennsylvania, Indianapolis,
Indiana 46204, 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 shareholder service functions. In addition, Unified Fund Services, Inc.,
in its capacity as Fund administrator, provides the Fund with certain monthly
reports, record-keeping and other management-related services. Unified also
provides fund accounting services to the Fund including maintaining the Fund's
accounts, books and records and calculating the daily net asset value. For these
administrative and fund accounting services, it receives a monthly fee from the
Fund equal to an annual average rate of 0.18% of the Fund's average daily net
assets.. For the fiscal year ended March 31, 1999, and for the period from June
24, 1997 (commencement of operations) through March 31, 1998, Unified received
$________, and $___________, respectively, for its services as administrator and
fund accountant.
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 March 31, 2000. McCurdy & Associates performs an annual audit
of the Fund's financial statements and provides financial, tax and accounting
consulting services as requested.
DISTRIBUTOR
Unified Management, Inc., 431 N. Pennsylvania, Indianapolis, Indiana 46204,
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.
FINANCIAL STATEMENTS
The financial information required to be included in this Statement of
Additional Information is incorporated herein by reference to the Trust's Annual
Report to Shareholders dated March 31, 1999. The Fund will provide the Annual
Report without charge at written or telephone request. 2883 5/27/99 3:37 PM
<PAGE>
Firstar Select 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
Pre-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. 3,
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, Firstar Bank,
N.A., which was filed as an Exhibit to Registrant's
Pre-Effective Amendment No. 1, is hereby incorporated
by reference.
(e) Underwriting Contracts. Copy of Registrant's
Distribution Agreement with Unified Management
Corporation, which was filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference.
(f) Bonus or Profit Sharing Contracts. None.
(g) Custodian Agreements. Copy ofRegistrant's Agreement
with the Custodian, Firstar Bank, N.A., which was filed
as an Exhibit to Registrant's Pre-Effective Amendment
No. 1, 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 No. 1, is hereby incorporated
by reference.
(ii) Consent of Brown, Cummins & Brown Co., L.P.A. is
filed herewithin.
(j) Other Opinions. Consent of McCurdy & Associates is
filed herewith.
(k) Omitted Financial Statements. None.
(l) Initial Capital Agreements. Copy of Letter of Initial
Stockholders, which was filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference.
(m) (i) Distribution Plan, which was filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference.
(ii) Exhibit to Distribution Plan, which was filed
as an Exhibit to Registrant's Post-Effective Amendment
No. 2, is hereby incorporated by reference.
(n) Financial Data Schedule. None.
<PAGE>
(o) Rule 18f-3 Plan. Copy of Registrant's Rule 18f-3 Plan,
which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 2, is hereby incorporated
by reference.
(p) Powers of Attorney for the Trust, the Trustees and
Officers, which were filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, are hereby
incorporated by reference.
Item 24. Persons Controlled by or Under Common Control with the Registrant
- --------------------------------------------------------------------------
As of May 21, 1999, Firstar Bank, N.A., trustee of the First Cinco
omnibus accounts, was the record owner of a majority of the
outstanding shares of the Fund. As a result, First Cinco and the
Firstar Select REIT-Plus Fund may be under the common control of
Firstar Bank, N.A.
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.
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.
<PAGE>
(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. Firstar Bank, N.A. ("Firstar"), a national bank, was founded in
1863 and is the largest bank and trust organization of Firstar
Corporation. Firstar Bank had an asset base of $38 billion as of
December 31, 1998. Firstar's expertise in trust administration,
investments and estate planning ranks among the most predominant
trust institutions in the Midwest, with assets under management
of $12 billion as of December 31, 1998.
B. Information with respect to the officers and directors of
Firstar, any other business, profession, vocation, or employment
of a substantial nature in which each such officer and director
is or has been engaged during the past two years, is incorporated
by reference to the most recent Form 10-K of Firstar Corporation
filed under the Securities Act of 1933 ( File No. 333-64099).
Item 27. Principal Underwriters
- -------- ----------------------
(a) Unified Management Corporation, the Registrant's Distributor,
acts as distributor for the following funds:
Industry Leaders The Julis Bear Investments Funds
104 Summit Ave. 330 Madison Ave.
Summis, NJ 07902 New York, NY 10017
Labrador Mutual Fund Milestone Funds
2344 Corte De La Jara 1 Executive Blvd.
Pleasanton, CA 94566 Yonkers, NY
Saratoga Advantage Trust Securities Management & Timing Funds
1501 Franklin Ave. 620Woodmere Ave. Suite B
Mineloa, NY 11501 Traverse City, MI 49686
Sparrow Funds Firstar Select Funds
225 S. Mermec Ave., Suite 732 431 N.Pennsylvania Street
St. Louis, MO 63105 Indianapolis, IN 46204
The Unified Funds
431 N.Pennsylvania Street
Indianapolis, IN 46204
(b) Informationwith respect to each director and officer of unified
Management Corporation is incorporated by reference to Schedule A
of Form BD filed by it under the Securities Exchange Act of 1934
( File No. 8-23508).
(c) Not applicable.
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 431 North Pennsylvania Street, Indianapolis,
Indiana 46204 and/or by the Registrant's Custodian, Firstar
Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, and/or
by the Registrant's Transfer Agent, Unified Fund Services,
Inc., 431 North Pennsylvania Street, Indianapolis, Indiana
46204.
<PAGE>
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 Indianapolis, State of Indiana, on the 1st day of
June 1999.
Firstar Select Funds
By:/s/
Carol J. Highsmith,
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.
Timothy L. Ashburn,
President and Trustee
Thomas G. Napurano,
Treasurer
Daniel J. Condon, Trustee
Philip L. Conover, Trustee
David E. LaBelle, Trustee
Jack R. Orben, Trustee
By:/s/
Carol J. Highsmith,
Attorney-in-Fact
June 1, 1999
<PAGE>
EXHIBIT INDEX
PAGE
----
1. Consent of Brown, Cummins & Brown Co., L.P.A..............EX-99.B10
2 Consent of McCurdy & Associates...........................EX-99.B11
BROWN, CUMMINS & BROWN CO., L.P.A.
ATTORNEYS AND COUNSELORS AT LAW
3500 CAREW TOWER
J.W. BROWN (1911-1995) 441 VINE STREET
JAMES R. CUMMINS CINCINNATI, OHIO 45202
ROBERT S BROWN TELEPHONE (513) 381-2121
DONALD S. MENDELSOHN TELECOPIER (513) 381-2125 OF COUNSEL
LYNNE SKILKEN GILBERT BETTMAN
AMY G. APPLEGATE
MELANIE S. CORWIN
JOANN M. STRASSER
PAMELA L. KOGUT
June 1, 1999
Firstar Select Funds
431 North Pennsylvania Street
Indianapolis, Indiana 46204
Gentlemen:
A legal opinion that we prepared was filed with the Pre-Effective Amendment No.
1 to your Registration Statement. 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,
Brown, Cummins & Brown Co., L.P.A.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the useof our report
dated April 27, 1999 and to all references to our firm included in or made a
part of this Post Effective Amendment No. 4 to the Registration Statement of the
Firstar Select Funds.
/s/
McCurdy & Associates CPA's, Inc.
May 26, 1999
