As filed with the Securities and Exchange Commission on September 9, 1999
Securities Act File No. 333-31359
Investment Company Act File No. 811-08295
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. 7 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 8 [X]
(Check appropriate box or boxes.)
NEW PROVIDENCE INVESTMENT TRUST
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(Exact Name of Registrant as Specified in Charter)
105 North Washington Street, P.O. Box 69, Rocky Mount, NC 27802-0069
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (252) 972-9922
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C. Frank Watson, III
105 North Washington Street, P.O. Box 69, Rocky Mount, NC 27802-0069
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(Name and Address of Agent for Service)
With copies to:
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Jane A. Kanter
Dechert Price & Rhoads
1775 Eye Street, N.W.
Washington, DC 20006-2401
Approximate Date of Proposed Public Offering: As soon as practicable
after the Effective date
of this Amendment
------------------------
It is proposed that this filing will become effective: (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) 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>
NEW PROVIDENCE INVESTMENT TRUST
Contents of Registration Statement
This registration statement consists of the following papers and documents:
Cover Sheet
Contents of Registration Statement
Wisdom Fund
-Part A - Class B and Class C Shares Prospectus
-Part B - Statement of Additional Information
Part C - Other Information and Signature Page
Exhibit Index
Exhibits
<PAGE>
PART A
======
Class B Shares CUSIP Number 648224___
Class C Shares CUSIP Number 648224___
________________________________________________________________________________
WISDOM FUND
A series of the
NEW PROVIDENCE INVESTMENT TRUST
CLASS B SHARES
CLASS C SHARES
________________________________________________________________________________
Prospectus
October __, 1999
The Wisdom Fund seeks to provide investors with a maximum total return
consisting of any combination of capital appreciation, realized and unrealized,
and income under the constantly varying market conditions. The Fund will seek to
achieve this objective by investing as closely as possible in the securities
known to be owned by Berkshire Hathaway Holdings.
This Fund is NOT affiliated in any way with Berkshire Hathaway. There is no
connection in any manner between the management of Berkshire Hathaway Holdings,
the public corporation, and that of the Wisdom Fund, a registered investment
company. The Wisdom Fund simply seeks to emulate as closely as possible the
investment management policies of Berkshire Hathaway Holdings.
Advisor
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Atlanta Investment Counsel, LLC
2771 Carmon-on-Wesley, NW
Suite 100
Atlanta, Georgia 30327
1-877-352-0020
www.wisdomfund.com
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
<PAGE>
TABLE OF CONTENTS
Page
----
INVESTMENT OBJECTIVE..........................................................2
PRINCIPAL INVESTMENT STRATEGIES...............................................2
PRINCIPAL RISKS OF INVESTING IN THE FUND......................................3
FEES AND EXPENSES OF THE FUND.................................................4
MANAGEMENT OF THE FUND........................................................5
THE ADMINISTRATOR.............................................................6
THE TRANSFER AGENT............................................................6
BROKERAGE PRACTICES...........................................................6
YEAR 2000.....................................................................7
PURCHASING FUND SHARES........................................................7
REDEEMING FUND SHARES........................................................10
DISTRIBUTION OF THE FUND'S SHARES............................................12
DIVIDENDS, DISTRIBUTIONS AND TAXES...........................................13
ADDITIONAL RISK DISCLOSURE...................................................14
PERFOMANCE INFORMATION.......................................................14
FINANCIAL HIGHLIGHTS.........................................................15
ADDITIONAL INFORMATION...............................................BACK COVER
<PAGE>
INVESTMENT OBJECTIVE
The Wisdom Fund (the "Fund") seeks to provide investors with a maximum total
return consisting of any combination of capital appreciation, realized and
unrealized, and income under the constantly varying market conditions.
PRINCIPAL INVESTMENT STRATEGIES
The Wisdom Fund seeks to emulate as closely as possible the investment
management policies of Berkshire Hathaway Holdings ("BHH"). The Fund will seek
to achieve this objective by investing as closely as possible in the securities
known to be owned by BHH. BHH generally holds investments in common stocks of
both publicly traded and privately held companies. The Fund's holdings will be
primarily comprised of both securities substantially identical to those publicly
traded securities owned by BHH, and securities which the adviser believes
possess similar characteristics to those of the privately held companies owned
by Berkshire Hathaway, to the extent those investments by Berkshire Hathaway are
publicly known. It is the intent of the Fund to own each security in the same
relative percentage as that security represents the total investment portfolio
of BHH.
The Fund will be invested primarily in equity securities. The Fund may also
invest in investment-grade fixed-income securities, money market instruments,
real estate securities, precious metals securities, futures and options to the
extent permitted under the Investment Company Act of 1940, as amended ("1940
Act") and consistent with the investment restrictions of the Fund as described
in the Statement of Additional Information ("SAI").
In attempting to achieve its objective, the Fund may, from time to time,
concentrate its investments in the securities of certain industries that are
known to be owned by BHH. Under such circumstances, the Fund may invest in
excess of 25% of its total assets in one or more industries. At other times, the
Fund's concentration in any particular industry may amount to less than 25% of
its total assets. It is important for investors to realize that the Fund's
decision to concentrate or not to concentrate at any given time is not
discretionary and will, in all cases, be as a direct result of the investments
known to be made by BHH.
The Fund will be guided by the following portfolio allocation principles:
o To the extent public information is available, the Fund will seek to invest
in securities that are substantially identical to securities held by BHH;
o Due to inefficiency in publicly available information concerning the
securities held by BHH, it will not be possible at all times for the Fund
to own 100% of the publicly traded securities held by BHH. The Fund will,
however, seek to hold, at all times, not less than 65% of the Fund's assets
in those securities. It is also the intention of the Fund to own each such
security in the same relative percentage as that security is held by BHH;
o It will not be possible to invest in the privately held companies owned by
BHH. The Fund will, however, attempt to identify and invest in publicly
traded companies with similar investment characteristics to those companies
privately held by BHH;
o The Fund will seek to manage its portfolio in a manner that will allow the
Fund to qualify as a regulated investment company ("RIC") under the
Internal Revenue Code of 1986, as amended ("Code"), and so that it will not
be subject to taxation as a corporation and will receive "pass through" tax
treatment. Classification as a RIC is central to the objective of the Fund
and will adversely affect the performance of the Fund if such qualification
is not achieved; and
o It is expected that the Fund will have securities of between 10 to 20
companies in its portfolio at any given time.
2
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE FUND
o The Fund will not be able to own the same portfolio as BHH (as some BHH
holdings are not publicly traded).
o For a number of reasons, an investor in the Wisdom Fund should not expect
that the investment performance of the Fund will be able to track the
investment performance of BHH.
1. The assets in the Fund will likely never be identical to the assets in
the portfolio of BHH because BHH has, in many cases, acquired several
companies in their entirety and has purchased companies that were never
publicly available. The Fund will, therefore, seek to identify
alternate investments which have similar investment characteristics,
market volatility, and can reasonably be expected to respond to
generate a similar investment return.
2. There are fees and expenses related to the management and distribution
of the Fund that are not paid by individuals who invest directly in
BHH. See the "Fees and Expenses of the Fund" section for more detailed
information.
3. There is no guarantee that the Fund's investment adviser will have the
ability to purchase the securities on behalf of the Fund on terms as
favorable as BHH has been able to purchase the same securities.
4. Investment decisions made by BHH are not always known to the public
even immediately after those decisions are made. The reputation that
BHH enjoys in the investment community often results in price movement
in securities selected for inclusion in the BHH portfolio, resulting in
price appreciation. The price of the security will likely be different
by the time the Fund enters its purchase order, and its brokerage
arrangements may result in different commissions being paid for the
purchase of the same securities.
5. BHH is a corporation subject to income taxes. The Fund, if it qualifies
as a RIC for tax purposes, will not be subject to tax. Thus, the effect
of income taxes paid by BHH is likely to be a divergence of long-term
investment performance between BHH and the Fund, although it will be a
divergence in favor of the Fund. Nevertheless, in order to qualify as a
RIC, the Fund will need to comply with certain tax requirements that
will limit the Fund's investments.
6. Certain investment decisions of BHH may be strongly guided by tax
considerations not applicable to the Fund. Accordingly, to the extent
the Fund emulates BHH's investment strategy, the Fund may enter into
certain securities transactions, or fail to sell certain securities,
that would not necessarily be entered into if the Fund were actively
managed.
The Fund is a non-diversified portfolio under the 1940 Act, which means that it
may invest a greater proportion of its assets in the securities of a small
number of issuers than a diversified investment company. In this regard, the
fund is not subject to the general limitation with respect to 75% of its assets,
that it will not invest more than 5% of its total assets in the securities of a
single issuer. As a result, because the Fund is permitted greater flexibility to
invest its assets in the obligations of a single issuer, it is exposed to
increased risk of loss if such an investment underperforms expectations.
Concentration. Another area of risk involves the potential concentration of the
Fund's assets in securities of particular industries. Because the Fund's
investments may, from time to time, be concentrated in particular industries,
the value of its shares may be especially sensitive to factors and economic
risks that specifically affect those industries and, as a result, the Fund's
share price may fluctuate more widely than the value of shares of a mutual fund
that invests in a broader range of industries. Additionally, some of the
industries in which the Fund may invest could be subject to greater government
regulation than other industries and, therefore, changes in regulatory policies
for those industries may have a material effect on the value of securities
issued by companies in those industries.
3
<PAGE>
FEES AND EXPENSES OF THE FUND
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 your investment)
- --------------------------------------------------------------------------------
Class B Class C
Shares Shares
- ----------------------------------------------------- ------------- ------------
Maximum Sales Charge (Load) imposed on
purchases (as a percentage of offering price) 0.00% 0.00%
- ----------------------------------------------------- ------------- ------------
Maximum Deferred Sales Charge (as a percentage
of purchase amount or redemption proceeds, whichever 4.00%^1 1.00%^2
is lower)
- ----------------------------------------------------- ------------- ------------
Redemption Fee None None
- ----------------------------------------------------- ------------- ------------
- --------------------------------------------------------------------------------
Shareholder Fees
(fees paid directly from your investment)
- --------------------------------------------------------------------------------
Class B Class C
Shares Shares
- ----------------------------------------------------- ------------- ------------
Management Fees 0.50% 0.50%
- ----------------------------------------------------- ------------- ------------
Distribution and/or Service (12b-1) Fees 1.00% 1.00%
- ----------------------------------------------------- ------------- ------------
Other Expenses^3 0.65% 0.65%
- ----------------------------------------------------- ------------- ------------
Total Annual Fund Operating Expenses^4 2.15% 2.15%
- ----------------------------------------------------- ------------- ------------
1 Maximum deferred sales charge or "Contingent deferred sales
charge" for the Class B Shares is imposed on proceeds redeemed
within a six year period at the following rates: 4.00% the first
and second years, 3.00% the third and fourth years, 2.00% the fifth
year, and 1.00% the sixth year. Class B shares will convert
automatically to Investor Class shares after the eighth year,
without the imposition of any sales load. The charge is a
percentage of net asset value at the time of purchase or
redemption, whichever is less.
2 Maximum deferred sales charge or "Contingent deferred sales
charge" for the Class C Shares is imposed on proceeds redeemed
within one year of the purchase date. The charge is a percentage of
net asset value at the time of purchase or redemption, whichever is
less.
3 Estimated amounts for the current fiscal year are based on an
estimated average annual total net assets of at least $10 million.
If the Fund does not achieve this asset level, fund operating
expenses could be higher.
4 The Adviser has entered into a contractual agreement with the
Trust under which it has agreed to waive or reduce its fees and to
assume other expenses of the Fund, if necessary, in an amount that
limits Total Annual Fund Operating Expenses (exclusive of interest,
taxes, brokerage fees and commissions, extraordinary expenses, and
payments, if any, under a Rule 12b-1 Plan) to not more than 1.50%
of the average daily net assets of the Fund for the fiscal year to
end May 31, 2000. See "Expense Limitation Agreement" for more
detailed information.
4
<PAGE>
EXAMPLE: This Example shows you the expenses you may pay over time by investing
in the fund. It should help you compare the costs of investing in this fund
versus other funds. The projections are based upon a hypothetical investment of
$10,000 in each of B and C classes of the Fund for the periods indicated and
that the full amount invested is redeemed at the end of each period. The
projection assumes a 5% total investment return, and assumes that the Fund's
expenses will remain exactly the same, although fee waivers and reimbursements
made in accordance with the Expense Limitation Agreement are not reflected in
the 3 year example. Both scenarios are unlikely to occur simultaneously, so the
projection should be considered only an estimate. Your actual costs, which may
be higher or lower, based on these assumptions would be:
-------------------------------------------- ------------ --------------
1 Year 3 Years
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Class B Shares $618 $973
-------------------------------------------- ------------ --------------
Class C Shares $318 $673
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MANAGEMENT OF THE FUND
The Fund is a series of New Providence Investment Trust (the "Trust"), which is
a registered open-end management investment company organized as a Massachusetts
business trust on July 9, 1997. The Trust currently operates one other series,
the New Providence Capital Growth Fund, which is managed by an affiliate of the
Fund's investment adviser. Series of the Trust are authorized to offer multiple
classes of shares. In addition to the Class B Shares and Class C Shares of the
Fund, the Fund also offers Institutional Class and Investor Class shares, both
of which are offered by other prospectuses.
The Fund's investment adviser is Atlanta Investment Counsel, LLC ("AIC" or the
"Adviser") which, subject to the supervision and direction of the Trustees of
the Fund, has overall responsibility for the general management of the Fund. AIC
is an investment adviser registered under the Investment Advisers Act of 1940,
as amended. AIC is located at 2771 Carmon-on-Wesley, NW, Suite 100, Atlanta,
Georgia 30327.
A team of portfolio managers will be responsible for selecting investments on
behalf of the Fund. C. Douglas Davenport, J.D., John K. Donaldson (controlling
member of the Adviser), and Kyle Tomlin, CFA are responsible for day-to-day
management of the Fund. Mr. Davenport has been involved with the Adviser since
its inception. Previously, Mr. Davenport served as a stockbroker and held
advisory positions with various investment company service providers. Mr.
Donaldson is also the controlling member of another investment adviser, New
Providence Capital Management, L.L.C., an affiliate of AIC that serves as
investment adviser to the Trust's other series, the New Providence Capital
Growth Fund. Messrs. Donaldson and Tomlin have been with the Adviser since its
formation. Mr. Donaldson has been involved with that adviser and its
predecessors since 1987. Mr. Tomlin served in portfolio management for Donaldson
& Co., Incorporated from 1994 to 1997, and with New Providence Capital
Management, L.L.C. since 1997.
As compensation for managing the Fund, the Fund pays AIC a monthly fee at the
annual rate of 0.50% of the first $500 million of the average daily net assets
of the Fund and 0.40% on assets over $500 million.
In addition to the management fees, the Fund pays all expenses not assumed by
AIC, including, without limitation: the fees and expenses of its independent
accountants and of its legal counsel; the costs of printing and mailing annual
and semi-annual reports to shareholders, proxy statements, prospectuses,
prospectus supplements, and statements of additional information; the costs of
printing registration statements; bank transaction charges and custodian's fees;
any proxy solicitors' fees and expenses; registration and/or filing fees; any
federal, state or local income or other taxes; any interest; any membership fees
of the Investment Company Institute and similar organizations; fidelity bond and
Trustees' liability insurance premiums; and any extraordinary expenses, such as
indemnification payments or damages awarded in litigation or settlements made.
All general Trust expenses are allocated among and charged to the assets of the
Trust's series on a basis that the Board of Trustees deems fair and equitable,
which may be on the basis of relative net assets of each series or the nature of
the services performed and relative applicability to each series.
As discussed in greater detail below under "Distribution of the Fund's Shares,"
the Class B shares and Class C shares will be subject to certain
distribution-related expenses in connection with activities primarily intended
to result in the sale of those shares under separate plans for each class of
shares adopted under Rule 12b-1 of the 1940 Act.
5
<PAGE>
Expense Limitation Agreement. In the interest of limiting expenses of the Fund,
the Advisor has entered into an expense limitation agreement with the Trust
("Expense Limitation Agreement"), pursuant to which the Advisor has agreed to
waive or limit its fees and to assume other expenses so that the total annual
operating expenses of the Fund (other than interest, taxes, brokerage
commissions, other expenditures which are capitalized in accordance with
generally accepted accounting principles, other extraordinary expenses not
incurred in the ordinary course of each Fund's business, and amounts, if any,
payable pursuant to a Rule 12b-1 Plan) are limited to 1.50% of the average daily
net assets of the Class B and Class C shares of the Fund for the fiscal year to
end May 31, 2000.
The Fund may at a later date reimburse the Advisor for the management fees
waived or limited, and/or other expenses assumed and paid by the Advisor
pursuant to the Expense Limitation Agreement during any of the previous five (5)
fiscal years, provided that the Fund has reached a sufficient asset size to
permit such reimbursement to be made without causing the total annual expense
ratio of the Fund to exceed the percentage limits stated above. Consequently, no
reimbursement by the Fund will be made unless: (i) the Fund's assets exceed $20
million; (ii) the Fund's total annual expense ratio is less than the percentage
stated above; and (iii) the payment of such reimbursement has been approved by
the Trust's Board of Trustees on a quarterly basis.
THE ADMINISTRATOR
Pursuant to an agreement, The Nottingham Company, Inc. (the "Administrator")
assists the Trust in the performance of its administrative responsibilities to
the Fund, coordinates the services of each vendor of services to the Fund, and
provides the Fund with other necessary administrative, fund accounting and
compliance services. In addition, the Administrator makes available the office
space, equipment, personnel and facilities required to provide such services to
the Fund.
THE TRANSFER AGENT
NC Shareholder Services, LLC ("NCSS") serves as the transfer agent and
dividend-disbursing agent of the Fund. NCSS's address is the same as the address
of the Fund.
BROKERAGE PRACTICES
In selecting brokers and dealers, AIC may consider research and brokerage
services furnished to either company or their affiliates. Subject to seeking the
most favorable net price and execution available, AIC and each Adviser may also
consider sales of shares of the Fund as a factor in the selection of brokers and
dealers. Certain securities trades will be cleared through Donaldson & Co.,
Incorporated, a registered broker-dealer affiliate of AIC. The Trustees review
the brokerage policies and rates regularly.
The 1940 Act generally prohibits the Fund from engaging in principal securities
transactions with an affiliate of AIC unless pursuant to an exemptive order from
the SEC. The Fund may apply for such exemptive relief. The Fund does not
consider broker-dealer affiliates of an investment adviser to one fund to be an
affiliate of the investment advisers to other funds for which the investment
adviser does not provide investment advice. The Fund has adopted procedures,
prescribed by Section 17(e)(2)(A) of the 1940 Act and Rule 17e-1 thereunder,
which are reasonably designed to provide that any commission it pays to
affiliates of AIC does not exceed the usual and customary broker's commission.
In addition, the Fund will adhere to Section 11(a) of the 1934 Act and any
applicable rules thereunder governing floor trading. The Fund has adopted
procedures permitting it to purchase securities, under certain restrictions
prescribed by a rule under the 1940 Act, in a public offering in which an
affiliate of AIC or Advisers is an underwriter.
6
<PAGE>
YEAR 2000
Like other mutual funds, the Fund and the service providers for the Fund rely
heavily on the reasonably consistent operation of their computer systems. Many
software programs and certain computer hardware in use today cannot properly
process information after December 31, 1999 because of the method by which dates
are encoded and calculated in such programs and hardware. This problem, commonly
referred to as the "Year 2000 Issue," could, among other things, negatively
impact the processing of trades, the distribution of securities, the pricing of
securities and other investment-related and settlement activities. The Trust is
currently obtaining information with respect to the actions that have been taken
and the actions that are planned to be taken by each of its service providers to
prepare their computer systems for the Year 2000. While the Trust expects that
each of the Fund's service providers will have adapted their computer systems to
address the Year 2000 Issue, there can be no assurance that this will be the
case or that the steps taken by the Trust will be sufficient to avoid any
adverse impact to the Fund.
PURCHASING FUND SHARES
PURCHASE OPTIONS
You may select from two separate classes of shares of the Wisdom Fund.
Class B
o No front-end sales charges.
o Distribution and service plan (Rule 12b-1) fees of 1.00%.
o A contingent deferred sales charge, as described below.
Class C
o No front-end sales charge.
o Distribution and service plan (Rule 12b-1) fees of 1.00%.
o A 1.00% contingent deferred sales charge on shares sold within one year of
purchase.
There is no CDSC on shares acquired through the reinvestment of dividends and
distributions.
In order to keep any applicable CDSC as low as possible, each time that you
place a redemption request, the Fund will first redeem any shares in your
account that are not subject to a CDSC and then will sell shares that have the
lowest CDSC.
CLASS B SHARES
Class B Shares are sold at net asset value. The minimum initial investment is
$2,500 ($1,000 for Individual Retirement Accounts ("IRAs"), Keogh Plans, 401(k)
Plans, or purchases under the Uniform Transfer to Minors Act). The minimum
additional investment is $250. The Fund may, in the Adviser's sole discretion,
accept certain accounts with less than the minimum investment. The price at
which a purchase or redemption is effected is based on the next calculation of
net asset value after an order is received in good form from a shareholder
investing in or redeeming from the Fund. Net asset value per share for the Fund
and each class of shares is calculated for purchases and redemption of shares of
the Fund by dividing the value of total Fund assets attributable to that class,
less liabilities (including Fund expenses, which are accrued daily) attributable
to that class, by the total number of outstanding shares of that Fund
attributable to that class. The net asset value per share of the Fund and each
class of shares is determined at the time trading closes on the New York Stock
Exchange (currently 4:00 p.m. Eastern time, Monday through Friday), except on
business holidays when the New York Stock Exchange is closed.
7
<PAGE>
Contingent Deferred Sales Charges
If you redeem your shares within the first six years of purchase you may be
subject to a Contingent Deferred Sales Charge ("CDSC").
The CDSC is imposed on the redemption proceeds according to the following
schedule:
-------------------------------------- -------------------------------
Contingent Deferred
Year of Redemption After Purchase Sales Charge
-------------------------------------- -------------------------------
First 4%
-------------------------------------- -------------------------------
Second 4%
-------------------------------------- -------------------------------
Third 3%
-------------------------------------- -------------------------------
Fourth 3%
-------------------------------------- -------------------------------
Fifth 2%
-------------------------------------- -------------------------------
Sixth 1%
-------------------------------------- -------------------------------
Seventh and following 0%
-------------------------------------- -------------------------------
The CDSC is calculated as a percentage of the net asset value of the Class B
shares at the time of purchase or redemption by first determining whichever
value is lower and then multiplying that value by the applicable CDSC. Capital
Investment Group, Inc. ("Distributor"), 17 Glenwood Avenue, Raleigh, North
Carolina 27612, receives this CDSC as Distributor.
If you hold Class B Shares for approximately eight years, they will
automatically convert to Investor Class Shares of the Fund without the payment
of a sales load. Purchases of Class B Shares made on any day during a calendar
month will age one year at the close of business on the last day of that month
in the following calendar year, and each subsequent year.
Amounts withdrawn in accordance with a Systematic Withdrawal Plan will not be
subject to a CDSC.
CLASS C SHARES
Class C Shares are sold at net asset value. The minimum initial investment is
$2,500 ($1,000 for Individual Retirement Accounts ("IRAs"), Keogh Plans, 401(k)
Plans, or purchases under the Uniform Transfer to Minors Act). The minimum
additional investment is $250. The Fund may, in the Adviser's sole discretion,
accept certain accounts with less than the minimum investment. The price at
which a purchase or redemption is effected is based on the next calculation of
net asset value after an order is received in good form from a shareholder
investing in or redeeming from the Fund. Net asset value per share for the Fund
and each class of shares is calculated for purchases and redemption of shares of
the Fund by dividing the value of total Fund assets attributable to that class,
less liabilities (including Fund expenses, which are accrued daily) attributable
to that class, by the total number of outstanding shares of that Fund
attributable to that class. The net asset value per share for the Fund and each
class of shares is determined at the time trading closes on the New York Stock
Exchange (currently 4:00 p.m. Eastern time, Monday through Friday), except on
business holidays when the New York Stock Exchange is closed.
8
<PAGE>
Contingent Deferred Sales Charges
If you redeem your shares within the first year of purchase you may be subject
to a CDSC.
The CDSC is imposed on the redemption proceeds according to the following
schedule:
-------------------------------------- -------------------------------
Contingent Deferred
Year of Redemption After Purchase Sales Charge
-------------------------------------- -------------------------------
First 1%
-------------------------------------- -------------------------------
Second and following 0%
-------------------------------------- -------------------------------
The CDSC is calculated as a percentage of the net asset value of the Class C
shares at the time of purchase or redemption by first determining whichever
value is lower and then multiplying that value by 1%. The Distributor receives
this CDSC as Distributor.
CDSC WAIVERS
The CDSC on Class B Shares and Class C Shares will be waived in the following
circumstances:
o Redemption upon the death or permanent disability of the shareholder if
made within one year of the death or the initial determination of
permanent disability. The waiver is available only for shares held at the
time of death or initial determination of permanent disability.
o For Class B Shares, redemptions pursuant to a Systematic Withdrawal Plan,
up to a maximum of 12% per year of a shareholder's account value based on
the value of the account at the time the Systematic Withdrawal Plan is
established and annually thereafter, provided all dividends and
distributions are reinvested and the total redemptions do not exceed 12%
annually.
o Mandatory distributions from a tax-deferred retirement plan or IRA.
Reinstatement Privilege. If you sell Class B or Class C shares of the Wisdom
Fund, you may reinvest some or all of the proceeds in the same share class
within 90 days without a sales charge. Reinstated Class B or Class C shares will
retain their original cost and purchase date for purposes of the CDSC. This
privilege can be used only once per calendar year. If you want to use the
Reinstatement Privilege, contact your financial representative or broker-dealer.
Amounts withdrawn in accordance with a Systematic Withdrawal Plan will not be
subject to a CDSC.
INVESTMENT OPTIONS
Regular Mail Orders. Payment for shares must be made by check or money order
from a U.S. bank and payable in U.S. dollars. If checks are returned due to
insufficient funds or other reasons, the Fund will charge a $20 fee or may
redeem shares of the Fund already owned by the purchaser to recover any such
loss. For regular mail orders, please complete the attached Fund Shares
Application and mail it, with your check made payable to the "Wisdom Fund," to:
Wisdom Fund
Class B Shares OR Class C Shares (please specify)
c/o NC Shareholder Services, LLC
107 North Washington Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
9
<PAGE>
The application must contain your social security and Taxpayer Identification
Numbers ("TINs"). If you have applied for a social security number or TIN at the
time of completing your account application, please indicate this on the
application. Taxes are not withheld from distributions to U.S. investors if
certain IRS requirements regarding TINs are met.
Bank Wire Orders. Purchases may also be made through bank wire orders. To
establish a new account or add to an existing account by wire, please call the
Fund at 1-800-773-3863, before wiring funds, to advise it of the investment,
dollar amount, and the account identification number. Additionally, please have
your bank use the following wire instructions to:
First Union National Bank of North Carolina
Charlotte, North Carolina
ABA # 053000219
For the Wisdom Fund - Class B Shares OR Class C Shares
(please specify)
Acct. # 2000001293241
For further credit to (shareholder's name and SS# or TIN#)
Additional Investments. You may also add to your account by mail or wire at any
time by purchasing shares at the then current public offering price. The minimum
additional investment is $250. Before adding funds by bank wire, please alert
the Fund by telephone at 1-800-773-3863 and following the above directions for
wire purchases. Mail orders should include, when possible, the "Invest by Mail"
stub which is attached to your Fund confirmation statement. Otherwise, please
identify your account in your letter.
Automatic Investment Plan. The automatic investment plan enables shareholders to
make regular monthly or quarterly investment in shares through automatic charges
to their checking account. With shareholder authorization and bank approval, the
fund will automatically charge the checking account for the amount specified
($100 minimum), which will be automatically invested in shares at the public
offering price on or about the 21st day of the month. The shareholder may change
the amount of the investment or discontinue the plan at any time by writing to
the Fund.
Stock Certificates. You do not have the option of receiving stock certificates
for your shares. Evidence of ownership will be given by issuance of periodic
account statements that will show the number of shares owned.
Frequent Trading. A pattern of frequent purchase and redemption transactions is
considered by the Adviser to not be in the best interest of the shareholders of
the Fund. Such a pattern may, at the discretion of the Adviser, be limited by
the Fund's refusal to accept further purchase and/or exchange orders form an
investor, after providing the investor with 60-days' prior notice.
REDEEMING FUND SHARES
Regular Mail Redemptions. Your request should be addressed to the Wisdom Fund,
c/o NC Shareholder Services, LLC, 107 North Washington Street, Post Office Box
4365, Rocky Mount, North Carolina 27803-0365. Your request for redemption should
include:
o Your letter of instruction specifying the account number and number of
shares, or the dollar amount, to be redeemed. This request must be signed
by all registered shareholders in the exact names in which they are
registered;
o Any required signature guarantees (see "Signature Guarantees" below); and
o Other supporting legal documents, if required in the case of estates,
trusts, guardianships, custodianships, corporations, partnerships, pension
or profit sharing plans, and other organizations.
10
<PAGE>
Your redemption proceeds will be sent to you within seven days after receipt of
your redemption request. However, the Fund may delay forwarding a redemption
check for recently purchased shares while it determines whether the purchase
payment will be honored. Such delay (which may take up to fifteen days from the
date of purchase) may be reduced or avoided if the purchase is made by certified
check or wire transfer. In all cases, the net asset value next determined after
receipt of the request for redemption will be used in processing the redemption
request.
Telephone and Bank Wire Redemptions. You may also redeem shares by telephone and
bank wire under certain limited conditions. The Fund will redeem shares in this
manner when so requested by the shareholder only if the shareholder confirms
redemption instructions in writing.
The Fund may rely upon confirmation of redemption requests transmitted via
facsimile (FAX # 252-972-1908). The confirmation instructions must include:
o Designation of Class (Class B Shares OR Class C Shares),
o Shareholder name and account number,
o Number of shares or dollar amount to be redeemed,
o Instructions for transmittal of redemption funds to the shareholder, and
o Shareholder signature as it appears on the application then on file with
the Fund.
Redemption proceeds will not be distributed until written confirmation of the
redemption request is received, per the instructions above. You can choose to
have redemption proceeds mailed to you at your address of record, your bank, or
to any other authorized person, or you can have the proceeds sent by bank wire
to your bank ($5,000 minimum). Shares of the Fund may not be redeemed by wire on
days your bank is not open for business. You can change your redemption
instructions anytime you wish by filing a letter including your new redemption
instructions with the Fund. See "Signature Guarantees" below.
The Fund in its discretion may choose to pass through to redeeming shareholders
any charges imposed by the Custodian for wire redemptions. The Custodian
currently charges the Fund $10.00 per transaction for wiring redemption
proceeds. If this cost is passed through to redeeming shareholders by the Fund,
the charge will be deducted automatically from your account by redemption of
shares in your account. Your bank or brokerage firm may also impose a charge for
processing the wire. If wire transfer of funds is impossible or impractical, the
redemption proceeds will be sent by mail to the designated account.
You may redeem shares, subject to the procedures outlined above, by calling the
Fund at 1-800-773-3863. Redemption proceeds will only be sent to the bank
account or person named in your Fund Shares Application currently on file with
the Fund. Telephone redemption privileges authorize the Fund to act on telephone
instructions from any person representing himself or herself to be the investor
and reasonably believed by the Fund to be genuine. The Fund will employ
reasonable procedures, such as requiring a form of personal identification, to
confirm that instructions are genuine, and if it does not follow such
procedures, the Fund will be liable for any losses due to fraudulent or
unauthorized instructions. The Fund will not be liable for following telephone
instructions reasonably believed to be genuine.
Signature Guarantees. To protect your account and the Fund from fraud, signature
guarantees are required to be sure that you are the person who has authorized a
change in registration or standing instructions for your account. Signature
guarantees are required for (1) change of registration requests, (2) requests to
establish or to change exchange privileges or telephone and bank wire redemption
service other than through your initial account application, and (3) redemption
requests in excess of $50,000. Signature guarantees are acceptable from a member
bank of the Federal Reserve System, a savings and loan institution, credit union
(if authorized under state law), registered broker-dealer, securities exchange,
or association clearing agency and must appear on the written request for change
of registration, establishment or change in exchange privileges, or redemption
request.
11
<PAGE>
Systematic Withdrawal Plan. A shareholder who owns shares of the Fund valued at
$2,500 or more at the current offering price may establish a Systematic
Withdrawal Plan to receive a monthly or quarterly check in a stated amount not
less than $100. Each month or quarter, as specified, the Fund will automatically
redeem sufficient shares from your account to meet the specified withdrawal
amount. The shareholder may establish this service whether dividends and
distributions are reinvested in shares of the Fund or paid in cash. You will
incur no CDSC fees for shares redeemed under this plan; however, for Class B
Shares, redemptions pursuant to a Systematic Withdrawal Plan shall be subject to
an annual limit (See "CDSC Waivers" above). Call or write the Fund for an
application form.
All shares are purchased and redeemed in accordance with the Fund's Amended and
Restated Declaration of Trust and By-Laws. Redemptions from retirement plans may
be subject to federal income tax withholding.
Sales and redemptions of shares of the same class by the same shareholder on the
same day will be netted for the Fund. All redemption requests will be processed
and payment with respect thereto will normally be made within seven days after
tenders. The Fund may suspend redemption, if permitted by the 1940 Act, for any
period during which the New York Stock Exchange ("NYSE") is closed or during
which trading is restricted by the Securities Exchange Commission ("SEC") or if
the SEC declares that an emergency exists. Redemptions may also be suspended
during other periods permitted by the SEC for the protection of the Fund's
shareholders. Additionally, during drastic economic and market changes,
telephone redemption privileges may be difficult to implement. Also, if the
Board of Trustees determines that it would be detrimental to the best interest
of the Fund's remaining shareholders to make payment in cash, the Fund may pay
redemption proceeds in whole or in part by a distribution-in-kind of readily
marketable securities.
Minimum Account Size. The Board of Trustees reserves the right to redeem
involuntarily any account having a net asset value of less than $1,000 (due to
redemptions, exchanges, or transfers, and not due to market action) upon 60-days
written notice. If the shareholder brings his account net asset value up to at
least $1,000 during the notice period, the account will not be redeemed.
DISTRIBUTION OF THE FUND'S SHARES
The Fund has adopted separate Distribution Plans following Rule 12b-1 under the
1940 Act for the Class B Shares and Class C Shares of the Fund. Pursuant to each
Distribution Plan, the Fund compensates the Distributor from assets attributable
to the Class B Shares or Class C Shares for services rendered and expenses borne
in connection with activities primarily intended to result in the sale of the
Fund's Class B shares and Class C Shares. It is anticipated that a portion of
the amounts received by the Distributor will be used to defray various costs
incurred or paid by the Distributor in connection with the printing and mailing
of Fund prospectuses, statements of additional information, any supplements
thereto and shareholder reports and holding seminars and sales meetings with
wholesale and retail sales personnel designed to promote the distribution of
Class B shares or Class B Shares. The Distributor may also use all or a portion
of the amount received under each Distribution Plan to provide compensation to
financial intermediaries and third-party broker-dealers for their services in
connection with the distribution of Class B Shares or Class C Shares. Because
the fees paid pursuant to Rule 12b-1 are paid out of the Fund's assets on an
on-going basis, these fees, over time, will increase the cost of your investment
and may cost you more than paying other types of sales loads.
Each Distribution Plan provides that the Fund may pay annually up to 1.00% of
the average daily net assets of a Fund attributable to its Class B Shares or
Class C Shares in respect of activities primarily intended to result in the sale
of Class B Shares or Class C Shares or servicing of shareholders investing in
those shares. This 1.00% fee is comprised of a 0.25% service fee and a 0.75%
distribution fee. Under terms of each Distribution Plan and the Distribution
Agreements, the Fund is authorized to make monthly payments to the Distributor
which may be retained by the Distributor or may be used to pay or reimburse
entities providing distribution and shareholder servicing with respect to the
Class B Shares or Class C Shares for such entities' fees or expenses incurred or
paid in that regard.
12
<PAGE>
Each Distribution Plan is of a type known as a "compensation" plan because
payments are made for services rendered to the Fund with respect to Class B
shares or Class C Shares regardless of the level of expenditures by the
Distributor. The Trustees will, however, take into account such expenditures for
purposes of reviewing operations under the Distribution Plan and concerning
their annual consideration of each Plan's renewal. The Distributor has indicated
that it expects its expenditures to include, without limitation: (a) the
printing and mailing of Fund prospectuses, statements of additional information,
any supplements thereto and shareholder reports for prospective shareholders
with respect to the Class B Shares or Class C Shares of the Fund; (b) those
relating to the development, preparation, printing and mailing of
advertisements, sales literature and other promotional materials describing
and/or relating to the Class B Shares or Class C Shares of the Fund; (c) holding
seminars and sales meetings designed to promote the distribution of Fund's Class
B Shares or Class C Shares; (d) obtaining information and providing explanations
to wholesale and retail distributors of Contracts regarding Fund investment
objectives and policies and other information about the Fund and its Funds,
including the performance of the Funds; (e) training sales personnel regarding
the Class B Shares or Class C Shares of the Fund; and (f) financing any other
activity that the Distributor determines is primarily intended to result in the
sale of Class B shares or Class C Shares.
The Fund may enter into agreements with one or more brokers, including discount
brokers and other brokers associated with investment programs, including mutual
fund "supermarkets," pursuant to which such brokers may be authorized to accept
on the Fund's behalf purchase and redemption orders that are in "good form."
Such brokers may be authorized to designate other intermediaries to accept
purchase and redemption orders on the Fund's behalf. Under such circumstances,
the Fund will be deemed to have received a purchase or redemption order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order. Such orders will be priced at the Fund's net asset value next determined
after they are accepted by an authorized broker or the broker's designee.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information is meant as a general summary for U.S. taxpayers.
Additional tax information appears in the SAI. Shareholders should rely their
own tax advisers for advice about the particular federal, state and local tax
consequences to them of investing in the Fund.
The Fund will distribute most of its income and gains to its shareholders every
year. Income dividends, if any, will be paid quarterly and capital gains
distributions, if any, will be made at least annually. Although the Fund will
not be taxed on amounts it distributes, shareholders will generally be taxed,
regardless of whether distributions are received in cash or are reinvested in
additional Fund shares. A particular distribution generally will be taxable as
either ordinary income or long-term capital gains. If a Fund designates a
distribution as a capital gain distribution, it will be taxable to shareholders
as long-term capital gains, regardless of how long they have held their Fund
shares.
If the Fund declares a dividend in October, November or December but pays it in
January, it may be taxable to shareholders as if they received it in the year it
was declared. Each year each shareholder will receive a statement detailing the
tax status of any Fund distributions for that year.
Distributions may be subject to state and local taxes, as well as federal taxes.
Shareholders who hold Fund shares in a tax-deferred account, such as a
retirement plan, generally will not have to pay tax on Fund distributions until
they receive distributions from the account.
A shareholder who sells or redeems shares will generally realize a capital gain
or loss, which will be long-term or short-term, generally depending upon the
shareholder's holding period for the Fund shares. An exchange of shares may be
treated as a sale.
As with all mutual funds, the Fund may be required to withhold U.S. federal
income tax at the rate of 31% of all taxable distributions payable to
shareholders who fail to provide the Fund with their correct taxpayer
identification numbers or to make required certifications, or who have been
notified by the IRS that they are subject to backup withholding. Backup
withholding is not an additional tax; rather, it is a way in which the IRS
ensures it will collect taxes otherwise due. Any amounts withheld may be
credited against a shareholder's U.S. federal income tax liability.
13
<PAGE>
ADDITIONAL RISK DISCLOSURE
The Trustees, Adviser and Administrator to this Fund feel that certain
additional information should be available to the shareholder, as part of the
fiduciary responsibility implied and required of these parties. The following
information falls into that category, and is provided here for those who feel it
is helpful in their investment decision-making process:
o The Fund will be valued at net asset value, using the total of the
securities valued in the portfolio less the Fund's accrued liabilities, as
a determinant of total and per share value. BHH is a corporation, and its
stock is traded on the NYSE. The investment return of the Fund will be
dependent solely upon the direct investments held by the Fund. The share
price of BHH, in contrast, is based upon the market valuation of BHH as
that company's stock is traded on the NYSE. Factors taken into account by
investors buying and selling BHH shares may be dependent upon many factors
(as with any common stock), which will not necessarily be limited to the
investments held by BHH in its own portfolio.
o While the Fund will invest primarily in common stocks and bonds traded in
U.S. securities markets, some of the Fund's investments may include foreign
securities, illiquid securities, and securities purchased subject to a
repurchase agreement or on a "when-issued" basis, which involve certain
risks. To the extent that equity securities will generally comprise the
primary portion of the Fund's portfolio, the Fund's net asset value will be
subject to stock market fluctuation, and a decline in the amount of your
principal investment is a risk of investing in the Fund. The Fund's net
asset value may also fluctuate due to fluctuation in the value of the
fixed-income securities in the portfolio as a result of changes in the
market interest rate, downgrading of the rating of a particular debt
instrument, or other changes in the interest rate and fixed income market
environment. The Fund may borrow only under certain limited conditions
(including to meet redemption requests) and not to purchase securities. It
is not the intent of the Fund to borrow except for temporary cash
requirements. Borrowing, if done, would tend to exaggerate the effects of
market and interest rate fluctuations on the Fund's net asset value until
repaid.
o The Fund intends to limit its investments so as to comply with
diversification requirements for RIC's imposed by the Code, for
qualification as a RIC. The Fund spreads investment risk by limiting its
holdings in any one company or industry. Nevertheless, the Fund will
experience price volatility, the extent of which will be affected by the
types of securities and techniques the Fund uses. The Adviser may use
various investment techniques to hedge risks, including derivatives, but
there is no guarantee that these strategies will work as intended.
PERFORMANCE INFORMATION
Because the Fund has not been in operation for an entire calendar year, there is
no performance information to report for an annual period. However, the
financial highlights for the fiscal period ended May 31, 1999 for the
Institutional and Investor Class shares of the Fund are included under
"Financial Highlights."
14
<PAGE>
FINANCIAL HIGHLIGHTS
The financial data included in the table below for the Institutional Class and
Investor Class shares have been derived from audited financial statements of the
Fund. Because the Class B Shares and Class C Shares did not commence operations
until October __, 1999, there are no financial highlights to present for those
classes. The financial data for the fiscal period ended May 31, 1999, have been
audited by Deloitte & Touche LLP, independent auditors, whose report covering
such period is incorporated by reference into the Statement of Additional
Information. This information should be read in conjunction with the Fund's
latest audited annual financial statements and notes thereto, which are also
included in the Statement of Additional Information, a copy of which may be
obtained at no charge by calling the Fund. Further information about the
performance of the Fund is contained in the Annual Report of the Fund, a copy of
which may also be obtained at no charge by calling the Fund.
(For a Share Outstanding Throughout the Period)
<TABLE>
<S> <C> <C>
===================================================================== ===================== ====================
Institutional Investor
Class Class
===================================================================== ===================== ====================
Period ended Period ended
May 31, 1999(a) May 31, 1999(a)
- --------------------------------------------------------------------- --------------------- --------------------
Net Asset Value, beginning of period $10.00 $10.00
- --------------------------------------------------------------------- --------------------- --------------------
Income from investment operations
Net investment income 0.04 0.02
Net realized and unrealized loss on investments (0.09) (0.08)
------ ------
Total from investment operations (0.05) (0.06)
------ ------
- --------------------------------------------------------------------- --------------------- --------------------
Distributions to shareholders from
Net investment income (0.04) (0.02)
------ ------
- --------------------------------------------------------------------- --------------------- --------------------
Net Asset Value, end of period $9.91 $9.92
===== =====
- --------------------------------------------------------------------- --------------------- --------------------
Total return (0.45)%(b) (0.58)%(b)
====== ======
- --------------------------------------------------------------------- --------------------- --------------------
Ratios/supplemental data
- --------------------------------------------------------------------- --------------------- --------------------
Net Assets, end of period $498,213 $99
======== ===
- --------------------------------------------------------------------- --------------------- --------------------
Ratio of expenses to average net assets
Before expense reimbursements and waived fees 23.94 %(c) 15.49 %(c)
After expense reimbursements and waived fees 0.00 %(c) 0.00 %(c)
- --------------------------------------------------------------------- --------------------- --------------------
Ratio of net investment (loss) income to average net assets
Before expense reimbursements and waived fees (22.69)%(c) (14.68)%(c)
After expense reimbursements and waived fees 1.26 %(c) 1.26 %(c)
- --------------------------------------------------------------------- --------------------- --------------------
Portfolio turnover rate 7.04 % 7.04 %
===================================================================== ===================== ====================
</TABLE>
(a) For the period from February 16, 1999 (commencement of operations) to May
31, 1999.
(b) Total return does not reflect payment of a sales charge.
(c) Annualized.
15
<PAGE>
________________________________________________________________________________
WISDOM FUND
CLASS B SHARES
CLASS C SHARES
________________________________________________________________________________
ADDITIONAL INFORMATION
Additional information about the Fund is available in the Fund's Statement of
Additional Information and in the Fund's Annual and Semiannual Report. The
Fund's Annual and Semiannual Reports include a discussion of market conditions
and investment strategies that significantly affected the Fund's performance
during its last fiscal year.
The Annual and Semiannual Reports and the Statement of Additional Information
are available free of charge upon request by contacting us:
By telephone: 1-800-773-3863
By mail: Wisdom Fund
Class B Shares or Class C Shares
c/o NC Shareholder Services, LLC
107 North Washington Street
Post Office Box 4365
Rocky Mount, NC 27803-0365
By e-mail: [email protected]
On the Internet: www.wisdomfund.com
------------------
Information about the Fund can also be reviewed and copied at the Securities
Exchange Commission's ("Commission") Public Reference Room in Washington, D.C.
Inquiries on the operations of the public reference room may be made by calling
the Commission at 1-800-SEC-0330. Reports and other information about the Fund
are available on the Commission's Internet site at http:\\www.sec.gov and copies
of this information may be obtained, upon payment of a duplicating fee, by
writing the Public Reference Section of the Commission, Washington, D.C.
20549-6009.
Investment Company Act file number 811-08295
<PAGE>
PART B
======
STATEMENT OF ADDITIONAL INFORMATION
WISDOM FUND
October __, 1999
A series of the
NEW PROVIDENCE INVESTMENT TRUST
107 North Washington Street, Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
Telephone 1-800-773-3863
TABLE OF CONTENTS
Page
----
OTHER INVESTMENT POLICIES......................................................2
INVESTMENT LIMITATIONS.........................................................6
PORTFOLIO TRANSACTIONS.........................................................8
DESCRIPTION OF THE TRUST.......................................................9
MANAGEMENT and OTHER service providers........................................10
SPECIAL SHAREHOLDER SERVICES..................................................14
ADDITIONAL PERCHASE AND REDEMPTION INFORMATION................................15
NET ASSET VALUE ..............................................................19
ADDITIONAL TAX INFORMATION....................................................20
ADDITIONAL INFORMATION ON PERFORMANCE.........................................21
FINANCIAL STATEMENTS..........................................................22
APPENDIX A....................................................................23
This Statement of Additional Information (the "SAI") is meant to be read in
conjunction with the Prospectuses for the Wisdom Fund (the "Fund"), dated
September __, 1999 relating to the Fund's Institutional Class and Investor Class
and October __, 1999 relating to the Fund's Class B Shares and Class C Shares,
and hereby incorporates by reference those Prospectuses in their entirety.
Because this SAI is not itself a prospectus, no investment in shares of the Fund
should be made solely upon the information contained herein. The financial
statements and notes contained in the Annual Report are incorporated by
reference into this SAI. Copies of the Fund's Prospectuses and Annual Report may
be obtained at no charge by writing or calling the Fund at the address and phone
number shown above. Capitalized terms used but not defined herein have the same
meanings as in each Prospectus.
<PAGE>
OTHER INVESTMENT POLICIES
The Wisdom Fund (the "Fund") is a non-diversified series of the New Providence
Investment Trust (the "Trust"), a open-end management company registered with
the Securities and Exchange Commission ("SEC"). The Trust was organized as a
Massachusetts business trust on July 9, 1997, under a Declaration of Trust. The
investment objective and policies of the Fund are described in the Prospectuses
for the Fund. Supplemental information about these policies is set forth below.
Repurchase Agreements. The Fund may acquire U.S. Government obligations or
corporate debt securities subject to repurchase agreements. A repurchase
transaction occurs when, at the time the Fund purchases a security (normally a
U.S. Treasury obligation), it also resells it to the vendor (normally a member
bank of the Federal Reserve or a registered Government Securities dealer) and
must deliver the security (and/or securities substituted for them under the
repurchase agreement) to the vendor on an agreed upon date in the future. The
repurchase price exceeds the purchase price by an amount which reflects an
agreed upon market interest rate effective for the period of time during which
the repurchase agreement is in effect. Delivery pursuant to the resale will
occur within one to five days of the purchase.
Repurchase agreements are considered "loans" under the Investment Company Act of
1940, as amended (the "1940 Act"), collateralized by the underlying security.
The Trust will implement procedures to monitor on a continuous basis the value
of the collateral serving as security for repurchase obligations. Additionally,
Atlanta Investment Counsel, LLC (the "Advisor" to the Fund) will consider the
creditworthiness of the vendor. If the vendor fails to pay the agreed upon
resale price on the delivery date, the Fund will retain or attempt to dispose of
the collateral. The Fund's risk is that such default may include any decline in
value of the collateral to an amount which is less than 100% of the repurchase
price, any costs of disposing of such collateral, and any loss resulting from
any delay in foreclosing on the collateral. The Fund will not enter into any
repurchase agreement, which will cause more than 10% of its net assets to be
invested in repurchase agreements, which extend beyond seven days and other
illiquid securities.
Money Market Instruments. Money market instruments may include U.S. Government
obligations or corporate debt obligations (including those subject to repurchase
agreements), provided that they mature in thirteen months or less from the date
of acquisition and are otherwise eligible for purchase by the Fund. Money market
instruments also may include Banker's Acceptances and Certificates of Deposit of
domestic branches of U.S. banks, Commercial Paper, and Variable Amount Demand
Master Notes ("Master Notes"). Banker's Acceptances are time drafts drawn on and
"accepted" by a bank. When a bank "accepts" such a time draft, it assumes
liability for its payment. When the Fund acquires a Banker's Acceptance, the
bank which "accepted" the time draft is liable for payment of interest and
principal when due. The Banker's Acceptance carries the full faith and credit of
such bank. A Certificate of Deposit ("CD") is an unsecured, interest bearing
debt obligation of a bank. Commercial Paper is an unsecured, short-term debt
obligation of a bank, corporation, or other borrower. Commercial Paper maturity
generally ranges from two to 270 days and is usually sold on a discounted basis
rather than as an interest-bearing instrument. The Fund will invest in
Commercial Paper only if it is rated in one of the top two rating categories by
Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Services
("S&P"), Fitch Investors Service, Inc. ("Fitch"), or Duff & Phelps ("D&P"), or
if not rated, of equivalent quality in the Advisor's opinion. Commercial Paper
may include Master Notes of the same quality. Master Notes are unsecured
obligations which are redeemable upon demand of the holder and which permit the
investment of fluctuating amounts at varying rates of interest. Master Notes are
acquired by the Fund only through the Master Note program of the Fund's
custodian bank, acting as administrator thereof. The Advisor will monitor, on a
continuous basis, the earnings' power, cash flow, and other liquidity ratios of
the issuer of a Master Note held by the Fund.
Illiquid Investments. The Fund may invest up to 15% of its net assets in
illiquid securities, which are investments that cannot be sold or disposed of in
the ordinary course of business within seven days at approximately the prices at
which they are valued. Under the supervision of the Board of Trustees, the
Advisor determines the liquidity of the Fund's investments, and through reports
from the Advisor, the Board monitors investments in illiquid instruments. In
determining the liquidity of the Fund's investments, the Advisor may consider
various factors including (1) the frequency of trades and quotations, (2) the
number of dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including any
demand or tender features), and (5) the nature of the marketplace for trades
(including the ability to assign or offset the Fund's rights and obligations
relating to the investment). If through a change in values, net assets, or other
circumstances, the Fund were in a position where more than 15% of its net assets
were invested in illiquid securities, it would seek to take appropriate steps to
protect liquidity.
Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the 1933 Act, securities which are otherwise not readily
marketable and repurchase agreements having a maturity of longer than seven
days. Securities which have not been registered under the 1933 Act are referred
to as private placements or restricted securities and are purchased directly
from the issuer or in the secondary market. Mutual funds do not typically hold a
significant amount of these restricted or other illiquid securities because of
the potential for delays on resale and uncertainty in valuation. Limitations on
resale may have an adverse effect on the marketability of portfolio securities
and a mutual fund might be unable to dispose of restricted or other illiquid
securities promptly or at reasonable prices and might thereby experience
difficulty satisfying redemptions within seven days. A mutual fund might also
have to register such restricted securities in order to dispose of them
resulting in additional expense and delay. Adverse market conditions could
impede such a public offering of securities.
In recent years, however, a large institutional market has developed for certain
securities that are not registered under the 1933 Act including repurchase
agreements, commercial paper, foreign securities, municipal securities and
corporate bonds and notes. Institutional investors depend on an efficient
institutional market in which the unregistered security can be readily resold or
on an issuer's ability to honor a demand for repayment. The fact that there are
contractual or legal restrictions on resale to the general public or to certain
institutions may not be indicative of the liquidity of such investments.
Rule 144A Securities will be considered illiquid and therefore subject to a
Portfolio's limit on the purchase of illiquid securities unless the Board or its
delegates determines that the Rule 144A Securities are liquid. In reaching
liquidity decisions, the Board of Trustees and its delegates may consider, inter
alia, the following factors: (i) the unregistered nature of the security; (ii)
the frequency of trades and quotes for the security; (iii) the number of dealers
wishing to purchase or sell the security and the number of other potential
purchasers; (iv) dealer undertakings to make a market in the security; and (v)
the nature of the security and the nature of the marketplace trades (e.g., the
time needed to dispose of the security, the method of soliciting offers and the
mechanics of the transfer).
Futures Contracts. A futures contract is a bilateral agreement to buy or sell a
security (or deliver a cash settlement price, in the case of a contract relating
to an index or otherwise not calling for physical delivery at the end of trading
in the contracts) for a set price in the future. Futures contracts are
designated by boards of trade which have been designated "contracts markets" by
the Commodities Futures Trading Commission ("CFTC"). No purchase price is paid
or received when the contract is entered into. Instead, the Fund upon entering
into a futures contract (and to maintain the Fund's open positions in futures
contracts) would be required to deposit with its custodian in a segregated
account in the name of the futures broker an amount of cash, United States
Government securities, suitable money market instruments, or liquid, high-grade
debt securities, known as "initial margin." The margin required for a particular
futures contract is set by the exchange on which the contract is traded, and may
be significantly modified from time to time by the exchange during the term of
the contract. Futures contracts are customarily purchased and sold on margin
that may range upward from less than 5% of the value of the contract being
traded. By using futures contracts as a risk management technique, given the
greater liquidity in the futures market than in the cash market, it may be
possible to accomplish certain results more quickly and with lower transaction
costs.
If the price of an open futures contract changes (by increase in the case of a
sale or by decrease in the case of a purchase) so that the loss on the futures
contract reaches a point at which the margin on deposit does not satisfy margin
requirements, the broker will require an increase in the margin. However, if the
value of a position increases because of favorable price changes in the futures
contract so that the margin deposit exceeds the required margin, the broker will
pay the excess to the Fund. These subsequent payments called "variation margin,"
to and from the futures broker, are made on a daily basis as the price of the
underlying assets fluctuate making the long and short positions in the futures
contract more or less valuable, a process known as "marking to the market." The
Fund expects to earn interest income on their initial and variation margin
deposits.
The Fund will incur brokerage fees when it purchases and sells futures
contracts. Positions taken in the futures markets are not normally held until
delivery or cash settlement is required, but are instead liquidated through
offsetting transactions which may result in a gain or a loss. While futures
positions taken by the Fund will usually be liquidated in this manner, the Fund
may instead make or take delivery of underlying securities whenever it appears
economically advantageous for the Fund to do so. A clearing organization
associated with the exchange on which futures are traded assumes responsibility
for closing out transactions and guarantees that as between the clearing members
of an exchange, the sale and purchase obligations will be performed with regard
to all positions that remain open at the termination of the contract.
Securities Index Futures Contracts. Purchases or sales of securities index
futures contracts may be used in an attempt to protect the Fund's current or
intended investments from broad fluctuations in securities prices. A securities
index futures contract does not require the physical delivery of securities, but
merely provides for profits and losses resulting from changes in the market
value of the contract to be credited or debited at the close of each trading day
to the respective accounts of the parties to the contract. On the contract's
expiration date a final cash settlement occurs and the futures positions are
simply closed out. Changes in the market value of a particular index futures
contract reflect changes in the specified index of securities on which the
future is based.
By establishing an appropriate "short" position in index futures, the Fund may
also seek to protect the value of its portfolio against an overall decline in
the market for such securities. Alternatively, in anticipation of a generally
rising market, the Fund can seek to avoid losing the benefit of apparently low
current prices by establishing a "long" position in securities index futures and
later liquidating that position as particular securities are in fact acquired.
To the extent that these hedging strategies are successful, the Fund will be
affected to a lesser degree by adverse overall market price movements than would
otherwise be the case.
Options on Futures Contracts. The Fund may purchase exchange-traded call and put
options on futures contracts and write exchange-traded call options on futures
contracts. These options are traded on exchanges that are licensed and regulated
by the CFTC for the purpose of options trading. A call option on a futures
contract gives the purchaser the right, in return for the premium paid, to
purchase a futures contract (assume a "long" position) at a specified exercise
price at any time before the option expires. A put option gives the purchaser
the right, in return for the premium paid, to sell a futures contract (assume a
"short" position), for a specified exercise price, at any time before the option
expires.
The Fund will write only options on futures contracts which are "covered." The
Fund will be considered "covered" with respect to a put option it has written
if, so long as it is obligated as a writer of the put, the Fund segregates with
its custodian cash, United States Government securities or liquid securities at
all times equal to or greater than the aggregate exercise price of the puts it
has written (less any related margin deposited with the futures broker). The
Fund will be considered "covered" with respect to a call option it has written
on a debt security future if, so long as it is obligated as a writer of the
call, the Fund owns a security deliverable under the futures contract. The Fund
will be considered "covered" with respect to a call option it has written on a
securities index future if the Fund owns, so long as the Fund is obligated as
the writer of the call, the Fund of securities the price changes of which are,
in the opinion of the Manager, expected to replicate substantially the movement
of the index upon which the futures contract is based.
Upon the exercise of a call option, the writer of the option is obligated to
sell the futures contract (to deliver a "long" position to the option holder) at
the option exercise price, which will presumably be lower than the current
market price of the contract in the futures market. Upon exercise of a put, the
writer of the option is obligated to purchase the futures contract (deliver a
"short" position to the option holder) at the option exercise price which will
presumably be higher than the current market price of the contract in the
futures market. When the holder of an option exercises it and assumes a long
futures position, in the case of a call, or a short futures position, in the
case of a put, its gain will be credited to its futures margin account, while
the loss suffered by the writer of the option will be debited to its account and
must be immediately paid by the writer. However, as with the trading of futures,
most participants in the options markets do not seek to realize their gains or
losses by exercise of their option rights. Instead, the holder of an option will
usually realize a gain or loss by buying or selling an offsetting option at a
market price that will reflect an increase or a decrease from the premium
originally paid.
If the Fund writes options on futures contracts, the Fund will receive a premium
but will assume a risk of adverse movement in the price of the underlying
futures contract comparable to that involved in holding a futures position. If
the option is not exercised, the Fund will realize a gain in the amount of the
premium, which may partially offset unfavorable changes in the value of
securities held in or to be acquired for the Fund. If the option is exercised,
the Fund will incur a loss in the option transaction, which will be reduced by
the amount of the premium it has received, but which will offset any favorable
changes in the value of its portfolio securities or, in the case of a put, lower
prices of securities it intends to acquire.
Options on futures contracts can be used by the Fund to hedge substantially the
same risks as might be addressed by the direct purchase or sale of the
underlying futures contracts. If the Fund purchases an option on a futures
contract, it may obtain benefits similar to those that would result if it held
the futures position itself. Purchases of options on futures contracts may
present less risk in hedging than the purchase and sale of the underlying
futures contracts since the potential loss is limited to the amount of the
premium plus related transaction costs.
The purchase of put options on futures contracts is a means of hedging the Fund
of securities against a general decline in market prices. The purchase of a call
option on a futures contract represents a means of hedging against a market
advance when the Fund is not fully invested.
The writing of a call option on a futures contract constitutes a partial hedge
against declining prices of the underlying securities. If the futures price at
expiration is below the exercise price, the Fund will retain the full amount of
the option premium, which provides a partial hedge against any decline that may
have occurred in the value of the Fund's holdings of securities. The writing of
a put option on a futures contract is analogous to the purchase of a futures
contract in that it hedges against an increase in the price of securities the
Fund intends to acquire. However, the hedge is limited to the amount of premium
received for writing the put.
Limitations on Purchase and Sale of Futures Contracts and Options on Futures
Contracts. The Fund will not engage in transactions in futures contracts and
related options for speculation. In addition, the Fund will not purchase or sell
futures contracts or related options unless either (1) the futures contracts or
options thereon are purchased for "bona fide hedging" purposes (as that term is
defined under the CFTC regulations) or (2) if purchased for other purposes, the
sum of the amounts of initial margin deposits on the Fund's existing futures and
premiums required to establish non-hedging positions, less the amount by which
any such options positions are "in-the-money" (as defined under CFTC
regulations) would not exceed 5% of the liquidation value of the Fund's total
assets. In instances involving the purchase of futures contracts or the writing
of put options thereon by the Fund, an amount of cash and cash equivalents,
equal to the cost of such futures contracts or options written (less any related
margin deposits), will be deposited in a segregated account with its custodian,
thereby insuring that the use of such futures contracts and options is
unleveraged. In instances involving the sale of futures contracts or the writing
of call options thereon by the Fund, the securities underlying such futures
contracts or options will at all times be maintained by the Fund or, in the case
of index futures and related options, the Fund will own securities the price
changes of which are, in the opinion of the Manager, expected to replicate
substantially the movement of the index upon which the futures contract or
option is based.
Options. A call option is a contract which gives the purchaser of the option (in
return for a premium paid) the right to buy, and the writer of the option (in
return for a premium received) the obligation to sell, the underlying security
at the exercise price at any time prior to the expiration of the option,
regardless of the market price of the security during the option period. A call
option on a security is covered, for example, when the writer of the call option
owns the security on which the option is written (or on a security convertible
into such a security without additional consideration) throughout the option
period.
Writing Call Options. The Fund will write covered call options both to reduce
the risks associated with certain of its investments and to increase total
investment return through the receipt of premiums. In return for the premium
income, the Fund will give up the opportunity to profit from an increase in the
market price of the underlying security above the exercise price so long as its
obligations under the contract continue, except insofar as the premium
represents a profit. Moreover, in writing the call option, the Fund will retain
the risk of loss should the price of the security decline. The premium is
intended to offset that loss in whole or in part. Unlike the situation in which
the Fund owns securities not subject to a call option, the Fund, in writing call
options, must assume that the call may be exercised at any time prior to the
expiration of its obligation as a writer, and that in such circumstances the net
proceeds realized from the sale of the underlying securities pursuant to the
call may be substantially below the prevailing market price.
The Fund may terminate its obligation under an option it has written by buying
an identical option. Such a transaction is called a "closing purchase
transaction." The Fund will realize a gain or loss from a closing purchase
transaction if the amount paid to purchase a call option is less or more than
the amount received from the sale of the corresponding call option. Also,
because increases in the market price of a call option will generally reflect
increases in the market price of the underlying security, any loss resulting
from the exercise or closing out of a call option is likely to be offset in
whole or part by unrealized appreciation of the underlying security owned by the
Fund. When an underlying security is sold from the Fund's securities portfolio,
the Fund will effect a closing purchase transaction so as to close out any
existing covered call option on that underlying security.
Writing Put Options. The writer of a put option becomes obligated to purchase
the underlying security at a specified price during the option period if the
buyer elects to exercise the option before its expiration date. If the Fund
writes a put option, the Fund will be required to "cover" it, for example, by
depositing and maintaining in a segregated account with its custodian cash, U.S.
Government securities or other liquid securities having a value equal to or
greater than the exercise price of the option.
The Fund may write put options either to earn additional income in the form of
option premiums (anticipating that the price of the underlying security will
remain stable or rise during the option period and the option will therefore not
be exercised) or to acquire the underlying security at a net cost below the
current value (e.g., the option is exercised because of a decline in the price
of the underlying security, but the amount paid by the Fund, offset by the
option premium, is less than the current price). The risk of either strategy is
that the price of the underlying security may decline by an amount greater than
the premium received. The premium which the Fund receives from writing a put
option will reflect, among other things, the current market price of the
underlying security, the relationship of the exercise price to that market
price, the historical price volatility of the underlying security, the option
period, supply and demand and interest rates. The Fund may effect a closing
purchase transaction to realize a profit on an outstanding put option or to
prevent an outstanding put option from being exercised.
Purchasing Put and Call Options. The Fund may purchase put options on securities
to protect their holdings against a substantial decline in market value. The
purchase of put options on securities will enable the Fund to preserve, at least
partially, unrealized gains in an appreciated security in its portfolio without
actually selling the security. In addition, the Fund will continue to receive
interest or dividend income on the security. The Fund may also purchase call
options on securities to close out positions. The Fund may sell put or call
options they have previously purchased, which could result in a net gain or loss
depending on whether the amount received on the sale is more or less than the
premium and other transaction costs paid on the put or call option which was
bought.
Securities Index Options. The Fund may write covered put and call options and
purchase call and put options on securities indexes for the purpose of hedging
against the risk of unfavorable price movements adversely affecting the value of
the Fund's securities or securities it intends to purchase. The Fund writes only
"covered" options. A call option on a securities index is considered covered,
for example, if, so long as the Fund is obligated as the writer of the call, it
holds securities the price changes of which are, in the opinion of the Manager,
expected to replicate substantially the movement of the index or indexes upon
which the options written by the Fund are based. A put on a securities index
written by the Fund will be considered covered if, so long as it is obligated as
the writer of the put, the Fund segregates with its custodian cash, United
States Government securities or other liquid high-grade debt obligations having
a value equal to or greater than the exercise price of the option. Unlike a
stock option, which gives the holder the right to purchase or sell a specified
stock at a specified price, an option on a securities index gives the holder the
right to receive a cash "exercise settlement amount" equal to (i) the difference
between the exercise price of the option and the value of the underlying stock
index on the exercise date, multiplied by (ii) a fixed "index multiplier."
A securities index fluctuates with changes in the market value of the securities
so included. For example, some securities index options are based on a broad
market index such as the S&P 500 Index or the NYSE Composite Index, or a
narrower market index such as the S&P 100 Index. Indexes may also be based on an
industry or market segment such as the AMEX Oil and Gas Index or the Computer
and Business Equipment Index.
Forward Commitment & When-Issued Securities. The Fund may purchase securities on
a when-issued basis or for settlement at a future date if the Fund holds
sufficient assets to meet the purchase price. In such purchase transactions, the
Fund will not accrue interest on the purchased security until the actual
settlement. Similarly, if a security is sold for a forward date, the Fund will
accrue the interest until the settlement of the sale. When-issued security
purchases and forward commitments have a higher degree of risk of price movement
before settlement due to the extended time period between the execution and
settlement of the purchase or sale. As a result, the exposure to the
counterparty of the purchase or sale is increased. Although the Fund would
generally purchase securities on a forward commitment or when-issued basis with
the intention of taking delivery, the Fund may sell such a security prior to the
settlement date if the Advisor felt such action was appropriate. In such a case,
the Fund could incur a short-term gain or loss.
INVESTMENT LIMITATIONS
The Fund has adopted the following fundamental investment limitations, which
cannot be changed without approval by holders of a majority of the outstanding
voting shares of the Fund. A "majority" for this purpose means the lesser of (i)
67% of the Fund's outstanding shares represented in person or by proxy at a
meeting at which more than 50% of its outstanding shares are represented, or
(ii) more than 50% of its outstanding shares. Unless otherwise indicated,
percentage limitations apply at the time of purchase.
As a matter of fundamental policy, the Fund may not:
1. Issue senior securities, borrow money, or pledge its assets, except
that it may borrow from banks as a temporary measure (a) for
extraordinary or emergency purposes, in amounts not exceeding 5% of its
total assets or (b) to meet redemption requests in amounts not
exceeding 15% of its total assets. The Fund will not make any
investments if borrowing exceeds 5% of its total assets until such time
as total borrowing represents less than 5% of Fund assets;
2. Concentrate its investments by investing 25% or more of its total
assets in any one industry, unless such concentration of investments in
any one industry or group of industries would be necessary, from time
to time, in order for the Fund to achieve its objective of investing,
as closely as possible, in the same securities know to be owned by
Berkshire Hathaway Holdings;
3. Invest for the purpose of exercising control or management of another
issuer;
4. Purchase or sell commodities or commodities contracts; real estate
(including limited partnership interests, but excluding readily
marketable interests in real estate investment trusts or other
securities secured by real estate or interests therein or readily
marketable securities issued by companies that invest in real estate or
interests therein); or interests in oil, gas, or other mineral
exploration or development programs or leases (although it may invest
in readily marketable securities of issuers that invest in or sponsor
such programs or leases);
5. Underwrite securities issued by others except to the extent that the
disposition of portfolio securities, either directly from an issuer or
from an underwriter for an issuer, may be deemed to be an underwriting
under the federal securities laws;
6. Participate on a joint or joint and several basis in any trading
account in securities;
7. Invest its assets in the securities of one or more investment companies
except to the extent permitted by the 1940 Act; and
8. Make loans of money or securities, except that the Fund may invest in
repurchase agreements, money market instruments, and other debt
securities.
The following investment limitations are not fundamental and may be changed
without shareholder approval. As a matter of non-fundamental policy, the Fund
may not:
1. Invest in securities of issuers which have a record of less than three
years' continuous operation (including predecessors and, in the case of
bonds, guarantors) if more than 5% of its total assets would be
invested in such securities;
2. Invest more than 15% of its net assets in illiquid securities. For this
purpose, illiquid securities include, among others, (a) securities for
which no readily available market exists or which have legal or
contractual restrictions on resale, (b) fixed-time deposits that are
subject to withdrawal penalties and have maturities of more than seven
days, and (c) repurchase agreements not terminable within seven days;
3. Invest in the securities of any issuer if those officers or Trustees of
the Trust and those officers and directors of the Advisor who
individually own more than 1/2 of 1% of the outstanding securities of
such issuer together own more than 5% of such issuer's securities;
4. Make short sales of securities or maintain a short position, except
short sales "against the box." (A short sale is made by selling a
security the Fund does not own. A short sale is "against the box" to
the extent that the Fund contemporaneously owns or has the right to
obtain at no additional cost securities identical to those sold short.)
While the Fund has reserved the right to make short sales "against the
box," the Advisor has no present intention of engaging in such
transactions at this time or during the coming year;
5. Purchase foreign securities other than those traded on domestic U.S.
exchanges; and
6. Write, purchase, or sell puts, calls, straddles, spreads, or
combinations thereof or futures contracts or related options, except to
the extent permitted by the Fund's prospectus and Statement of
Additional Information as may be amended from time to time.
PORTFOLIO TRANSACTIONS
Subject to the general supervision of the Trust's Board of Trustees, the Advisor
is responsible for, makes decisions with respect to, and places orders for all
purchases and sales of portfolio securities for the Fund.
The annualized portfolio turnover rate for the Fund is calculated by dividing
the lesser of purchases or sales of portfolio securities for the reporting
period by the monthly average value of the portfolio securities owned during the
reporting period. The calculation excludes all securities whose maturities or
expiration dates at the time of acquisition are one year or less. Portfolio
turnover of the Fund may vary greatly from year to year as well as within a
particular year, and may be affected by cash requirements for redemption of
shares and by requirements that enable the Fund to receive favorable tax
treatment. Portfolio turnover will not be a limiting factor in making Fund
decisions, and the Fund may engage in short-term trading to achieve its
investment objectives.
Purchases of money market instruments by the Fund are made from dealers,
underwriters, and issuers. The Fund currently does not expect to incur any
brokerage commission expense on such transactions because money market
instruments are generally traded on a "net" basis by a dealer acting as
principal for its own account without a stated commission. The price of the
security, however, usually includes a profit to the dealer. Securities purchased
in underwritten offerings include a fixed amount of compensation to the
underwriter, generally referred to as the underwriter's concession or discount.
When securities are purchased directly from or sold directly to an issuer, no
commissions or discounts are paid.
Transactions on U.S. stock exchanges involve the payment of negotiated brokerage
commissions. On exchanges on which commissions are negotiated, the cost of
transactions may vary among different brokers. Transactions in the
over-the-counter market are generally on a net basis (i.e., without commission)
through dealers, or otherwise involve transactions directly with the issuer of
an instrument.
The Fund may participate, if and when practicable, in bidding for the purchase
of Fund securities directly from an issuer in order to take advantage of the
lower purchase price available to members of a bidding group. The Fund will
engage in this practice, however, only when the Advisor, in its sole discretion,
believes such practice to be otherwise in the Fund's interest.
In executing Fund transactions and selecting brokers or dealers, the Advisor
will seek to obtain the best overall terms available for the Fund. In assessing
the best overall terms available for any transaction, the Advisor shall consider
factors it deems relevant, including the breadth of the market in the security,
the price of the security, the financial condition and execution capability of
the broker or dealer, and the reasonableness of the commission, if any, both for
the specific transaction and on a continuing basis. The sale of Fund shares may
be considered when determining the firms that are to execute brokerage
transactions for the Fund. In addition, the Advisor is authorized to cause the
Fund to pay a broker-dealer which furnishes brokerage and research services a
higher commission than that which might be charged by another broker-dealer for
effecting the same transaction, provided that the Advisor determines in good
faith that such commission is reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer, viewed in terms
of either the particular transaction or the overall responsibilities of the
Advisor to the Fund. Such brokerage and research services might consist of
reports and statistics relating to specific companies or industries; general
summaries of groups of stocks or bonds and their comparative earnings and
yields; or broad overviews of the stock, bond, and government securities
markets; and the economy.
Supplementary research information so received is in addition to, and not in
lieu of, services required to be performed by the Advisor and does not reduce
the advisory fees payable by the Fund. The Trustees will periodically review any
commissions paid by the Fund to consider whether the commissions paid over
representative periods of time appear to be reasonable in relation to the
benefits inuring to the Fund. It is possible that certain of the supplementary
research or other services received will primarily benefit one or more other
investment companies or other accounts for which the Advisor exercises
investment discretion. Conversely, the Fund may be the primary beneficiary of
the research or services received as a result of securities transactions
effected for such other account or investment company.
The Advisor may also utilize a brokerage firm affiliated with the Trust or the
Advisor if it believes it can obtain the best execution of transactions from
such broker. The Fund will not execute portfolio transactions through, acquire
securities issued by, make savings deposits in, or enter into repurchase
agreements with the Advisor or an affiliated person of the Advisor (as such term
is defined in the 1940 Act) acting as principal, except to the extent permitted
by the Securities and Exchange Commission ("SEC"). In addition, the Fund will
not purchase securities during the existence of any underwriting or selling
group relating thereto of which the Advisor, or an affiliated person of the
Advisor, is a member, except to the extent permitted by the SEC. Under certain
circumstances, the Fund may be at a disadvantage because of these limitations in
comparison with other investment companies that have similar investment
objectives but are not subject to such limitations.
Investment decisions for the Fund will be made independently from those for any
other series of the Trust, if any, and for any other investment companies and
accounts advised or managed by the Advisor. Such other investment companies and
accounts may also invest in the same securities as the Fund. To the extent
permitted by law, the Advisor may aggregate the securities to be sold or
purchased for the Fund with those to be sold or purchased for other investment
companies or accounts in executing transactions. When a purchase or sale of the
same security is made at substantially the same time on behalf of the Fund and
another investment company or account, the transaction will be averaged as to
price and available investments allocated as to amount in a manner which the
Advisor believes to be equitable to the Fund and such other investment company
or account. In some instances, this investment procedure may adversely affect
the price paid or received by the Fund or the size of the position obtained or
sold by the Fund.
For the fiscal period ended May 31, 1999 the total amount of brokerage
commissions paid by the Fund was $353.
DESCRIPTION OF THE TRUST
The Trust is an unincorporated business trust organized under Massachusetts law
on July 9, 1997. The Trust's Declaration of Trust authorizes the Board of
Trustees to divide shares into series, each series relating to a separate
portfolio of investments, and to classify and reclassify any unissued shares
into one or more classes of shares of each such series. The Declaration of Trust
currently provides for the shares of two series: the Fund and the New Providence
Capital Growth Fund. The number of shares of each series shall be unlimited. The
Trust does not intend to issue share certificates.
In the event of a liquidation or dissolution of the Trust or an individual
series, such as the Fund, shareholders of a particular series would be entitled
to receive the assets available for distribution belonging to such series.
Shareholders of a series are entitled to participate equally in the net
distributable assets of the particular series involved on liquidation, based on
the number of shares of the series that are held by each shareholder. If there
are any assets, income, earnings, proceeds, funds or payments, that are not
readily identifiable as belonging to any particular series, the Trustees shall
allocate them among any one or more of the series as they, in their sole
discretion, deem fair and equitable.
Shareholders of all of the series of the Trust, including the Fund, will vote
together and not separately on a series-by-series or class-by-class basis,
except as otherwise required by law or when the Board of Trustees determines
that the matter to be voted upon affects only the interests of the shareholders
of a particular series or class. The Trust has adopted an Amended and Restated
Rule 18f-3 Multi-class Plan that contains the general characteristics of, and
conditions under which the Trust may offer multiple classes of shares of each
series. Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted to the holders of the outstanding voting securities of an investment
company such as the Trust shall not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the outstanding shares of
each series or class affected by the matter. A series or class is affected by a
matter unless it is clear that the interests of each series or class in the
matter are substantially identical or that the matter does not affect any
interest of the series or class. Under Rule 18f-2, the approval of an investment
advisory agreement or any change in a fundamental investment policy would be
effectively acted upon with respect to a series only if approved by a majority
of the outstanding shares of such series. However, the Rule also provides that
the ratification of the appointment of independent accountants, the approval of
principal underwriting contracts and the election of Trustees may be effectively
acted upon by shareholders of the Trust voting together, without regard to a
particular series or class.
When used in the Prospectus or this SAI, a "majority" of shareholders means the
vote of the lesser of (1) 67% of the shares of the Trust or the applicable
series or class present at a meeting if the holders of more than 50% of the
outstanding shares are present in person or by proxy, or (2) more than 50% of
the outstanding shares of the Trust or the applicable series or class. Shares
have non-cumulative voting rights, which means that the holders of more than 50%
of the shares voting for the election of Trustees can elect 100% of the
Trustees, and in this event, the holders of the remaining shares voting will not
be able to elect any Trustees. The Trustees will hold office indefinitely,
except that: (1) any Trustee may resign or retire; and (2) any Trustee may be
removed: (a) any time by written instrument signed by at least two-thirds of the
number of Trustees prior to such removal; (b) at any meeting of shareholders of
the Trust by a vote of two-thirds of the outstanding shares of the Trust; or (c)
by a written declaration signed by shareholders holding not less than two-thirds
of the outstanding shares of the Trust and filed with the Trust's custodian.
Shareholders have certain rights, as set forth in the Declaration of Trust,
including the right to call a meeting of the shareholders. Shareholders holding
not less than 10% of the shares then outstanding may require the Trustees to
call a meeting, and the Trustees are obligated to provide certain assistance to
shareholders desiring to communicate with other shareholders in such regard
(e.g., providing access to shareholder lists, etc.). In case a vacancy or an
anticipated vacancy on the Board of Trustees shall for any reason exist, the
vacancy shall be filled by the affirmative vote of a majority of the remaining
Trustees, subject to certain restrictions under the 1940 Act. Otherwise, there
will normally be no meeting of shareholders for the purpose of electing
Trustees, and the Trust does not expect to have an annual meeting of
shareholders.
When issued for payment as described in the Prospectus and this SAI, shares of
the Fund will be fully paid and non-assessable.
The Declaration of Trust provides that the Trustees of the Trust will not be
liable in any event in connection with the affairs of the Trust, except as such
liability may arise from his or her own bad faith, willful misfeasance, gross
negligence, or reckless disregard of duties. It also provides that all third
parties shall look solely to the Trust property for satisfaction of claims
arising in connection with the affairs of the Trust. With the exceptions stated,
the Declaration of Trust provides that a Trustee or officer is entitled to be
indemnified against all liability in connection with the affairs of the Trust.
MANAGEMENT AND OTHER SERVICE PROVIDERS
Trustees and Officers. The following are the Trustees and Officers of the Trust,
their age, their present position with the Trust or the Fund, and their
principal occupation during the past five years. There are no "interested
persons" (as defined in the 1940 Act) with either the Trust or the Advisor who
serve as trustees.
<TABLE>
<S> <C> <C>
- ----------------------------------------- ------------------------ -------------------------------------------------------
Position(s) with Fund Principal Occumpation(s)
Name, Age, and Address and/or Trust During Past 5 Years
- ----------------------------------------- ------------------------ -------------------------------------------------------
Jack E. Brinson, 67 Trustee President
1105 Panola Street Brinson Investment Co.;
Tarboro, North Carolina 27886 President
Brinson Chevrolet, Inc.
Tarboro, North Carolina
Independent Trustee - Nottingham Investment Trust II,
Gardner Lewis Investment Trust,
and Woodlawn Funds Trust
Rocky Mount, North Carolina
- ----------------------------------------- ------------------------ -------------------------------------------------------
Shannon D. Coogle, 29 Research Analyst Research / Client Services
2859 Paces Ferry Road, Suite 2125 New Providence Capital Management, L.L.C.
Atlanta, Georgia 30339 (Advisor to the Fund)
Atlanta, Georgia since 1997;
Previously, Student
Georgia State University
Atlanta, Georgia 1994-1997;
Previously, Client Services
J.O. Patterson & Company
Atlanta, Georgia
- ----------------------------------------- ------------------------ -------------------------------------------------------
Kyle A. Tomlin, CFA, 29 Portfolio Manager Portfolio Management
2859 Paces Ferry Road, Suite 2125 New Providence Capital Management, L.L.C.
Atlanta, Georgia 30339 (Advisor to the Fund)
Atlanta, Georgia since 1996;
Previously, Portfolio Management and Client Services
Donaldson & Co., Incorporated
(Distributor to the Fund)
Atlanta, Georgia 1994-1996; Previously,
Business Associate, Investment Advisory Group
SEI Corporation
Wayne, Pennsylvania 1993-1994; Previously,
Student, Georgia Institute of Technology
Atlanta, Georgia
- ----------------------------------------- ------------------------ -------------------------------------------------------
C. Frank Watson, III, 29 Secretary President
105 North Washington Street The Nottingham Company
Rocky Mount, North Carolina 27802 (Administrator to the Fund)
Rocky Mount, North Carolina
- ----------------------------------------- ------------------------ -------------------------------------------------------
Julian G. Winters, 30 Treasurer Legal and Compliance Director
105 North Washington Street The Nottingham Company
Rocky Mount, North Carolina 27802 (Administrator to the Fund)
Rocky Mount, North Carolina, since 1995;
Previously, Operations Manager
Tar Heel Medical, Inc.
Nashville, North Carolina
- ----------------------------------------- ------------------------ -------------------------------------------------------
</TABLE>
Compensation. Trustees and Officers of the Trust who are interested persons of
the Trust or the Advisor will receive no salary or fees from the Trust. Other
Trustees will receive $2,000 each year plus $250 per Fund per meeting attended
in person and $100 per Fund per meeting attended by telephone. The Trust will
also reimburse each Trustee for his or her travel and other expenses relating to
attendance at such meetings.
Compensation Table*
<TABLE>
<S> <C> <C> <C> <C>
- ---------------------- ----------------------- ------------------------ --------------------- -------------------------
Total Compensation
Aggregate Estimated Annual From Fund and Fund
Compensation From Pension or Benefits Upon Complex Paid to
Name of Trustee the Fund Retirement Benefits Retirement Directors
- ---------------------- ----------------------- ------------------------ --------------------- -------------------------
Jack E. Brinson $100 N/A N/A $2,800
- ---------------------- ----------------------- ------------------------ --------------------- -------------------------
</TABLE>
* The figures in the table above are for the fiscal period ended May 31,
1999.
Principal Holders of Voting Securities. As of August 12, 1999, the Trustees and
Officers of the Trust as a group owned beneficially (i.e., had voting and/or
investment power) less than 1% of the then outstanding shares of the Fund. On
the same date the following shareholders owned of record more than 5% of the
outstanding shares of beneficial interest of each Class of the Fund. Except as
provided below, no person is known by the Trust to be the beneficial owner of
more than 5% of the outstanding shares of a Class of the Fund as of August 12,
1999.
INSTITUTIONAL SHARES
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent
- ---------------- -------------------- -------
John M. Templeton Jr. 117,667.786 76.739%*
601 Pembroke Road
Brynmawr, PA 19010
Anne D. Zimmerman 16,759.612 10.930%
& Gail J. Zimmerman JTWROS
2361 Trojan Drive
Casper, WY 82609
John K. Donaldson 16,759.612 10.930%
2859 Paces Ferry Road
Suite 2125
Atlanta, GA 30339
* Pursuant to applicable SEC regulations, this shareholder is deemed to
control the Fund.
INVESTOR SHARES
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent
- ---------------- -------------------- -------
J.C. Bradford 2,406.160 41.733%*
fbo Mary Elizabeth Eth
330 Commerce St.
Nashville, TN 37201
Paula J. Reid 956.938 16.598%
6111 Shannon Drive
Casper, WY 82609
J.C. Bradford 956.405 16.588%
fbo Try and Rosemary Totten
1915 Berkshire
Columbus, OH 43221-3745
J.C. Bradford 769.971 13.355%
fbo Ann Jones Boyd
330 Commerce St.
Nashville, TN 37201
J.C. Bradford 477.555 8.283%
fbo Elinor McDougal
330 Commerce St.
Nashville, TN 37201
* Pursuant to applicable SEC regulations, this shareholder is deemed to
control the Fund.
Investment Advisor. Information about Atlanta Investment Counsel, LLC (the
"Advisor"), 2771 Carmon-on-Wesley, NW, Suite 100, Atlanta, Georgia 30327, and
its duties and compensation as Advisor is contained in the Prospectus. The
Advisor supervises the Fund's investments pursuant to an Investment Advisory
Agreement (the "Advisory Agreement"). The Advisory Agreement is effective for a
two-year period and will be renewed thereafter only so long as such renewal and
continuance is specifically approved at least annually by the Board of Trustees
or by vote of a majority of the Fund's outstanding voting securities, provided
the continuance is also approved by a majority of the Trustees who are not
parties to the Advisory Agreement or interested persons of any such party. The
Advisory Agreement is terminable without penalty on 60-days' notice by the Board
of Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Fund. The Advisory Agreement provides that it will terminate
automatically in the event of its assignment.
The Advisor will receive a monthly management fee equal to an annual rate of
0.50% of the Fund's net assets of $500 million and less, and 0.40% of the Fund's
net assets greater then $500 million. For the fiscal period ended May 31, 1999,
the Advisor waived all of the management fee from the Fund in the amount of
$700, and voluntarily reimbursed a portion of the Fund's operating expenses in
the amount of $31,681.
Under the Advisory Agreement, the Advisor is not liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the performance of such Agreement, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services; or a
loss resulting from willful misfeasance, bad faith, or gross negligence on the
part of the Advisor in the performance of its duties; or from its reckless
disregard of its duties and obligations under the Agreement.
John K. Donaldson controls the Advisor. Mr. Donaldson is also the controlling
member of another Investment Advisor, New Providence Capital Management, advisor
to the New Providence Capital Growth Fund. Mr. Kyle A. Tomlin is an affiliate of
the Fund and the Advisor. Mr. Tomlin serves as the Portfolio Manager to the Fund
and as a member of Portfolio Management to the Advisor.
Fund Accountant and Administrator. The Trust has entered into a Fund Accounting
and Administration Agreement with The Nottingham Company, Inc. (the
"Administrator"), 105 North Washington Street, Post Office Drawer 69, Rocky
Mount, North Carolina 27802-0069. Compensation of the Administrator, based upon
the average daily net assets of the Fund for fund administration fees, is at the
annual rate of 0.125% on the first $50 million of the Fund's net assets; 0.10%
on the next $50 million; and 0.075% on all assets over $100 million. In
addition, the Administrator currently receives a monthly fund accounting fee of
$2,250 for accounting and recordkeeping services for the Fund and an additional
$750 per month for each additional Class. The Administrator charges a minimum
annual fee of $41,000 for all of its fees taken in the aggregate, analyzed
monthly. The Administrator also charges the Fund for certain costs involved with
the daily valuation of investment securities and is reimbursed for out-of-pocket
expenses.
For the fiscal period ended May 31, 1999, the Administrator received from the
fund accounting fees $10,500. The Administrator waived all its fund
administration fees in the amount of $175 for the fiscal period ended May 31,
1999.
The Administrator will perform the following services for the Fund: (1)
coordinate with the Custodian and monitor the services it provides to the Fund;
(2) coordinate with and monitor any other third parties furnishing services to
the Fund; (3) provide the Fund with necessary office space, telephones and other
communications facilities and personnel competent to perform administrative and
clerical functions for the Fund; (4) supervise the maintenance by third parties
of such books and records of the Fund as may be required by applicable federal
or state law; (5) prepare or supervise the preparation by third parties of all
federal, state and local tax returns and reports of the Fund required by
applicable law; (6) prepare and, after approval by the Trust, file and arrange
for the distribution of proxy materials and periodic reports to shareholders of
the Fund as required by applicable law; (7) prepare and, after approval by the
Trust, arrange for the filing of such registration statements and other
documents with the Securities and Exchange Commission and other federal and
state regulatory authorities as may be required by applicable law; (8) review
and submit to the officers of the Trust for their approval invoices or other
requests for payment of Fund expenses and instruct the Custodian to issue checks
in payment thereof; and (9) take such other action with respect to the Fund as
may be necessary in the opinion of the Administrator to perform its duties under
the agreement. The Administrator will also provide certain accounting and
pricing services for the Fund.
Transfer Agent. The Trust has contracted with NC Shareholder Services, LLC (the
"Transfer Agent"), a North Carolina limited liability company, to serve as
transfer, dividend paying, and shareholder servicing agent for the Fund. The
address of the Transfer Agent is 107 North Washington Street, Post Office Box
4365, Rocky Mount, North Carolina 27803-0365. The Transfer Agent is compensated
based upon a $15.00 fee per shareholder per year, subject to a minimum fee of
$750 per month.
For the fiscal period ended May 31, 1999, the Transfer Agent received from the
Fund shareholder recordkeeping fees of $3,050.
Distributor. Capital Investment Group, Inc. (the "Distributor"), Post Office Box
32249, Raleigh, North Carolina 27622, acts as an underwriter and distributor of
the Fund's shares for the purpose of facilitating the registration of shares of
the Fund under state securities laws and to assist in sales of Fund shares
pursuant to a Distribution Agreement (the "Distribution Agreement") approved by
the Board of Trustees of the Trust.
In this regard, the Distributor has agreed at its own expense to qualify as a
broker-dealer under all applicable federal or state laws in those states which
the Fund shall from time to time identify to the Distributor as states in which
it wishes to offer its shares for sale, in order that state registrations may be
maintained for the Fund.
The Distributor is a broker-dealer registered with the Securities and Exchange
Commission and a member in good standing of the National Association of
Securities Dealers, Inc.
Either party upon 60-days' prior written notice to the other party may terminate
the Distribution Agreement.
Prior to July 15, 1999, Donaldson & Co., Incorporated, served as the principal
underwriter and distributor of Fund shares pursuant to a Distribution Agreement
with the Trust. Donaldson & Co., Incorporated is affiliated with the Advisor.
John K. Donaldson, affiliated person of the Fund, is also an affiliated person
of the Advisor and owner of the Donaldson & Co., Incorporated.
There were no sales charges from the sale of Fund shares for the fiscal period
ended May 31, 1999.
Custodian. First Union National Bank of North Carolina (the "Custodian"), Two
First Union Center, Charlotte, North Carolina 28288-1151, serves as custodian
for the Fund's assets. The Custodian acts as the depository for the Fund,
safekeeps its portfolio securities, collects all income and other payments with
respect to portfolio securities, disburses monies at the Fund's request and
maintains records in connection with its duties as Custodian. For its services
as Custodian, the Custodian is entitled to receive from the Fund an annual fee
based on the average net assets of the Fund held by the Custodian.
Independent Auditors. The Board of Trustees of the Trust has selected the firm
of Deloitte & Touche LLP, 2500 One PPG Place, Pittsburgh, Pennsylvania
15222-5401, to serve as independent auditors for the Fund for the current fiscal
year and to audit the annual financial statements of the Fund, prepare the
Fund's federal and state tax returns, and consult with the Fund on matters of
accounting and federal and state income taxation.
Independent auditors audit the financial statements of the Fund at least once
each year. Shareholders will receive annual audited and semi-annual (unaudited)
reports when published and written confirmation of all transactions in their
account. A copy of the most recent Annual Report will accompany the Statement of
Additional Information whenever a shareholder or a prospective investor requests
it.
Legal Counsel. Dechert Price & Rhoads serves as legal counsel to the Trust and
the Fund.
SPECIAL SHAREHOLDER SERVICES
The Fund offers the following shareholder services:
Regular Account. The regular account allows for voluntary investments to be made
at any time. Available to individuals, custodians, corporations, trusts,
estates, corporate retirement plans, and others, investors are free to make
additions and withdrawals to or from their account as often as they wish. When
an investor makes an initial investment in the Fund, a shareholder account is
opened in accordance with the investor's registration instructions. Each time
there is a transaction in a shareholder account, such as an additional
investment or the reinvestment of a dividend or distribution, the shareholder
will receive a confirmation statement showing the current transaction and all
prior transactions in the shareholder account during the calendar year to date,
along with a summary of the status of the account as of the transaction date. As
stated in the Prospectus, share certificates are not issued.
Automatic Investment Plan. The automatic investment plan enables shareholders to
make regular monthly or quarterly investments in shares through automatic
charges to their checking account. With shareholder authorization and bank
approval, the Fund will automatically charge the checking account for the amount
specified ($100 minimum) which will be automatically invested in shares at the
public offering price on or about the 21st day of the month. The shareholder may
change the amount of the investment or discontinue the plan at any time by
writing to the Fund.
Systematic Withdrawal Plan. Shareholders owning shares with a value of $2,500 or
more may establish a Systematic Withdrawal Plan. A shareholder may receive
monthly or quarterly payments, in amounts of not less than $100 per payment, by
authorizing the Fund to redeem the necessary number of shares periodically (each
month, or quarterly in the months of March, June, September, and December) in
order to make the payments requested. The Fund has the capability of
electronically depositing the proceeds of the systematic withdrawal directly to
the shareholder's personal bank account ($5,000 minimum per bank wire).
Instructions for establishing this service are included in the Fund Shares
Application, enclosed in the Prospectus, or are available by calling the Fund.
If the shareholder prefers to receive his systematic withdrawal proceeds in
cash, or if such proceeds are less than the $5,000 minimum for a bank wire,
checks will be made payable to the designated recipient and mailed within seven
days of the valuation date. If the designated recipient is other than the
registered shareholder, the signature of each shareholder must be guaranteed on
the application (see "Signature Guarantees" in the Prospectus). A corporation
(or partnership) must also submit a "Corporate Resolution" (or "Certification of
Partnership") indicating the names, titles, and required number of signatures
authorized to act on its behalf. The application must be signed by a duly
authorized officer(s) and the corporate seal affixed. No redemption fees are
charged to shareholders under this plan. Costs in conjunction with the
administration of the plan are borne by the Fund. Shareholders should be aware
that such systematic withdrawals may deplete or use up entirely their initial
investment and may result in realized long-term or short-term capital gains or
losses. The Systematic Withdrawal Plan may be terminated at any time by the Fund
upon 60-days' written notice or by a shareholder upon written notice to the
Fund. Applications and further details may be obtained by calling the Fund at
1-800-773-3863 or by writing to:
Wisdom Fund
c/o NC Shareholder Services, LLC
107 North Washington Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
Purchases in Kind. The Fund may accept securities in lieu of cash in payment for
the purchase of shares in the Fund. The acceptance of such securities is at the
sole discretion of the Advisor based upon the suitability of the securities
accepted for inclusion as a long-term investment of the Fund, the marketability
of such securities, and other factors which the Advisor may deem appropriate. If
accepted, the securities will be valued using the same criteria and methods as
described in "How Net Asset Value is Determined" in the Prospectus.
Redemptions in Kind. The Fund does not intend, under normal circumstances, to
redeem its securities by payment in kind. It is possible, however, that
conditions may arise in the future, which would, in the opinion of the Trustees,
make it undesirable for the Fund to pay for all redemptions in cash. In such
case the Board of Trustees may authorize payment to be made in readily
marketable portfolio securities of the Fund. Securities delivered in payment of
redemptions would be valued at the same value assigned to them in computing the
net asset value per share. Shareholders receiving them would incur brokerage
costs when these securities are sold. An irrevocable election has been filed
under Rule 18f-1 of the 1940 Act, wherein the Fund committed itself to pay
redemptions in cash, rather than in kind, to any shareholder of record of the
Fund who redeems during any 90-day period, the lesser of (a) $250,000 or (b) one
percent (1%) of the Fund's net asset value at the beginning of such period.
Transfer of Registration. To transfer shares to another owner, send a written
request to the Fund at the address shown above. Your request should include the
following: (1) the Fund name and existing account registration; (2) signature(s)
of the registered owner(s) exactly as the signature(s) appear(s) on the account
registration; (3) the new account registration, address, social security or
taxpayer identification number, and how dividends and capital gains are to be
distributed; (4) signature guarantees (See the Prospectus under the heading
"Signature Guarantees"); and (5) any additional documents which are required for
transfer by corporations, administrators, executors, trustees, guardians, etc.
If you have any questions about transferring shares, call or write the Fund.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Purchases. The purchase price of shares of the Fund is the net asset value next
determined after the order is received. An order received prior to 4:00 p.m. New
York time will be executed at the price computed as of 4:00 p.m. on the date of
receipt, and an order received after 4:00 p.m. New York time will be executed at
the price computed as of that time on the next business day.
The Fund reserves the right in its sole discretion (i) to suspend the offering
of its shares, (ii) to reject purchase orders when in the judgment of management
such rejection is in the best interest of the Fund and its shareholders, and
(iii) to reduce or to waive the minimum for initial and subsequent investments
under circumstances where certain economies can be achieved in sales of Fund
shares.
Sales Charges. The public offering price of Investor Class shares of the Fund
equals net asset value plus a sales charge. Capital Investment Group, Inc.
("Distributor"), 17 Glenwood Avenue, Raleigh, North Carolina 27612, receives
this sales charge as Distributor and may reallow it in the form of dealer
discounts and brokerage commissions as follows:
<TABLE>
<S> <C> <C> <C>
Sales Sales
Charge As Charge As Dealers Discounts
% of Net % of Public and Brokerage
Amount of Transaction Amount Offering Commissions as % of
At Public Offering Price Invested Price Public Offering Price
------------------------ -------- ----- ---------------------
Less than $50,000....................... 6.10% 5.75% 5.00%
$50,000 to $99,999...................... 4.71% 4.50% 3.75%
$100,000 to $249,999.................... 3.63% 3.50% 2.80%
$250,000 to $499,999.................... 2.56% 2.50% 2.00%
$500,000 to $999,999.................... 2.04% 2.00% 1.60%
$1,000,000 to $1,999,999................ 1.01%* 1.00%* 0.75%
$2,000,000 to $2,999,999:
On the first $1,999,999............ 1.01%* 1.00%* 0.75%
On the next $1,000,000............. 0.81%* 0.80%* 0.65%
$3,000,000 or more:
On the first $1,999,999............ 1.01%* 1.00%* 0.75%
On the next $1,000,000............. 0.81%* 0.80%* 0.65%
$3,000,000 and over................ 0.50%* 0.50%* 0.40%
</TABLE>
* A one-year, 1.00% contingent deferred sales charge is imposed on these
accounts.
The Distributor may pay to broker-dealers out of its own resources and assets
commissions on shares sold in Classes B and C, at net asset value, which at the
time of investment would have been subject to the imposition of a contingent
deferred sales charge ("CDSC") if redeemed. The Distributor will pay such
broker-dealers a commission of 4% of the amount invested in Class B Shares
subject to a CDSC. For purchases of Class C Shares, the Distributor may pay out
of its own resources a commission of 1% of the amount invested in the Fund.
From time to time dealers who receive dealer discounts and brokerage commissions
from the Distributor may reallow all or a portion of such dealer discounts and
brokerage commissions to other dealers or brokers. Pursuant to the terms of the
Distribution Agreement, the sales charge payable to the Distributor and the
dealer discounts may be suspended, terminated or amended.
The dealer discounts and brokerage commissions schedule above applies to all
dealers who have agreements with the Distributor. The Distributor, at its
expense, may also provide additional compensation to dealers in connection with
sales of shares of the Fund. Compensation may include financial assistance to
dealers in connection with conferences, sales or training programs for their
employees, seminars for the public, advertising campaigns regarding the Fund,
and/or other dealer-sponsored special events. In some instances, this
compensation may be made available only to certain dealers whose representatives
have sold or are expected to sell a significant amount of such shares.
Compensation may include payment for travel expenses, including lodging,
incurred in connection with trips taken by invited registered representatives
and members of their families to locations within or outside of the United
States for meetings or seminars of a business nature. Dealers may not use sales
of the Fund shares to qualify for this compensation to the extent such may be
prohibited by the laws of any state or any self-regulatory agency, such as the
National Association of Securities Dealers, Inc. None of the aforementioned
compensation is paid for by the Fund or its shareholders.
Plan Under Rule 12b-1. The Fund has adopted separate Distribution Plans pursuant
to Rule 12b-1 of the 1940 Act for the Investor Class Shares, Class B Shares, and
Class C Shares (see "Distribution of the Fund's Shares" in the respective
Prospectuses for the Investor Shares, Class B Shares, and Class C Shares).
As required by Rule 12b-1, each Distribution Plan (together with the
Distribution Agreement) has been approved by the Board of Trustees and
separately by a majority of the Trustees who are not interested persons of the
Trust and who have no direct or indirect financial interest in the operation of
each Distribution Plan and the Distribution Agreement.
Potential benefits of each Distribution Plan to the Fund include improved
shareholder services, savings to the Fund in transfer agency costs, savings to
the Fund in advisory fees and other expenses, benefits to the investment process
through growth and stability of assets, and maintenance of a financially healthy
management organization. The Board of Trustees must consider the continuation of
the Plan annually.
Under each Distribution Plan, the Fund may expend up to 0.25% of the Fund's
average daily net assets of the Investor Class and 1.00% of the Fund's average
daily net assets of the Class B Shares and Class C Shares annually to finance
any activity primarily intended to result in the sale of shares and the
servicing of shareholder accounts, provided the Trust's Board of Trustees has
approved the category of expenses for which payment is being made. Such
expenditures paid as service fees to any person who service Shareholders may not
exceed 0.25% of the average annual net asset value of each class of shares.
Each Distribution Plan is of a type known as a "compensation" plan because
payments are made for services rendered to the Fund with respect to each class
shares regardless of the level of expenditures by the Distributors. The Trustees
will, however, take into account such expenditures for purposes of reviewing
operations under each Distribution Plan and in connection with their annual
consideration of renewal of each Distribution Plan. The Distributors have
indicated that they expect their expenditures to include, without limitation:
(a) the printing and mailing of Fund prospectuses, statements of additional
information, any supplements thereto and shareholder reports for prospective
shareholders with respect to each class of shares of the Fund; (b) those
relating to the development, preparation, printing and mailing of
advertisements, sales literature and other promotional materials describing
and/or relating to each class of shares of the Fund; (c) holding seminars and
sales meetings designed to promote the distribution of each class of shares; (d)
obtaining information and providing explanations to wholesale and retail
distributors of Contracts regarding Fund investment objectives and policies and
other information about the Fund and its Funds, including the performance of the
Funds; (e) training sales personnel regarding the each class of shares of the
Fund; and (f) financing any other activity that the Distributors determine is
primarily intended to result in the sale of each class of shares.
There were no payments made under the Fund's 12b-1 Plan for the fiscal period
ended May 31, 1999.
Reduced Sales Charges
Concurrent Purchases. For purposes of qualifying for a lower front-end
sales charge for Investor Class shares, investors have the privilege of
combining concurrent purchases of the Fund and one or more future series of the
Trust affiliated with the Advisor and sold with a sales charge. For example, if
a shareholder concurrently purchases shares in one of the future series of the
Trust affiliated with the Advisor and sold with a sales charge at the total
public offering price of $50,000, and Investor Shares in the Fund at the total
public offering price of $50,000, the sales charge would be that applicable to a
$100,000 purchase as shown in the appropriate table above. This privilege may be
modified or eliminated at any time or from time to time by the Trust without
notice thereof.
Rights of Accumulation. Pursuant to the right of accumulation, investors
are permitted to purchase Investor Class shares at the public offering price
applicable to the total of (a) the total public offering price of the Investor
Shares of the Fund then being purchased plus (b) an amount equal to the then
current net asset value of the purchaser's combined holdings of the shares of
all of the series of the Trust affiliated with the Advisor and sold with a sales
charge. To receive the applicable public offering price pursuant to the right of
accumulation, investors must, at the time of purchase, provide sufficient
information to permit confirmation of qualification, and confirmation of the
purchase is subject to such verification. This right of accumulation may be
modified or eliminated at any time or from time to time by the Trust without
notice.
Letters of Intent. Investors may qualify for a lower sales charge for
Investor Class shares by executing a letter of intent. A letter of intent allows
an investor to purchase Investor Class shares of the Fund over a 13-month period
at reduced sales charges based on the total amount intended to be purchased plus
an amount equal to the then current net asset value of the purchaser's combined
holdings of the shares of all of the series of the Trust affiliated with the
Advisor and sold with a sales charge. Thus, a letter of intent permits an
investor to establish a total investment goal to be achieved by any number of
purchases over a 13-month period. Each investment made during the period
receives the reduced sales charge applicable to the total amount of the intended
investment.
The letter of intent does not obligate the investor to purchase, or the Fund to
sell, the indicated amount. If such amount is not invested within the period,
the investor must pay the difference between the sales charge applicable to the
purchases made and the charges previously paid. If such difference is not paid
by the investor, the Distributor is authorized by the investor to liquidate a
sufficient number of shares held by the investor to pay the amount due. On the
initial purchase of shares, if required (or subsequent purchases, if necessary)
shares equal to at least five percent of the amount indicated in the letter of
intent will be held in escrow during the 13-month period (while remaining
registered in the name of the investor) for this purpose. The value of any
shares redeemed or otherwise disposed of by the investor prior to termination or
completion of the letter of intent will be deducted from the total purchases
made under such letter of intent.
A 90-day backdating period can be used to include earlier purchases at the
investor's cost (without a retroactive downward adjustment of the sales charge);
the 13-month period would then begin on the date of the first purchase during
the 90-day period. No retroactive adjustment will be made if purchases exceed
the amount indicated in the letter of intent. Investors must notify the
Administrator or the Distributor whenever a purchase is being made pursuant to a
letter of intent.
Investors electing to purchase shares pursuant to a letter of intent should
carefully read the letter of intent, which is included in the Fund Shares
Application accompanying this Prospectus or is otherwise available from the
Administrator or the Distributor. This letter of intent option may be modified
or eliminated at any time or from time to time by the Trust without notice.
Reinvestments. Investors may reinvest, without a sales charge, proceeds
from a redemption of Investor Shares in Investor Shares or in shares of another
series of the Trust affiliated with the Advisor and sold with a sales charge,
within 90 days after the redemption. If the other Class charges a sales charge
higher than the sales charge the investor paid in connection with the shares
redeemed, the investor must pay the difference. In addition, the shares of the
Class to be acquired must be registered for sale in the investor's state of
residence. The amount that may be so reinvested may not exceed the amount of the
redemption proceeds, and a written order for the purchase of such shares must be
received by the Fund or the Distributor within 90 days after the effective date
of the redemption.
If an investor realizes a gain on the redemption, the reinvestment will not
affect the amount of any federal capital gains tax payable on the gain. If an
investor realizes a loss on the redemption, the reinvestment may cause some or
all of the loss to be disallowed as a tax deduction, depending on the number of
shares purchased by reinvestment and the period of time that has elapsed after
the redemption, although for tax purposes, the amount disallowed is added to the
cost of the shares acquired upon the reinvestment.
Purchases by Related Parties and Groups. Reductions in front-end sales
charges apply to purchases by a single "person," including an individual,
members of a family unit, consisting of a husband, wife and children under the
age of 21 purchasing securities for their own account, or a trustee or other
fiduciary purchasing for a single fiduciary account or single trust estate.
Reductions in sales charges also apply to purchases by individual members of a
"qualified group." The reductions are based on the aggregate dollar value of
shares purchased by all members of the qualified group and still owned by the
group plus the shares currently being purchased. For purposes of this paragraph,
a qualified group consists of a "company," as defined in the 1940 Act, which has
been in existence for more than six months and which has a primary purpose other
than acquiring shares of the Fund at a reduced sales charge, and the "related
parties" of such company. For purposes of this paragraph, a "related party" of a
company is: (i) any individual or other company who directly or indirectly owns,
controls, or has the power to vote five percent or more of the outstanding
voting securities of such company; (ii) any other company of which such company
directly or indirectly owns, controls, or has the power to vote five percent of
more of its outstanding voting securities; (iii) any other company under common
control with such company; (iv) any executive officer, director or partner of
such company or of a related party; and (v) any partnership of which such
company is a partner.
Sales at Net Asset Value. The Fund may sell shares at a purchase price
equal to the net asset value of such shares, without a sales charge, to
Trustees, officers, and employees of the Trust, the Fund and the Advisor, and to
employees and principals of related organizations and their families, and
certain parties related thereto, including clients and related accounts of the
Advisor. Clients of investment advisors and financial planners may also purchase
Investor Shares at net asset value if the investment advisor or financial
planner has made arrangements to permit them to do so with the Distributor. The
public offering price of shares of the Fund may also be reduced to net asset
value per share in connection with the acquisition of the assets of or merger or
consolidation with a personal holding company or a public or private investment
company.
Redemptions. The Fund may suspend redemption privileges or postpone the date of
payment (i) during any period that the New York Stock Exchange (the "NYSE") is
closed for other than customary weekend and holiday closings, or that trading on
the NYSE is restricted as determined by the Securities and Exchange Commission
(the "Commission"); (ii) during any period when an emergency exists as defined
by the rules of the Commission as a result of which it is not reasonably
practical for the Fund to dispose of securities owned by it, or to determine
fairly the value of its assets; and (iii) for such other periods as the
Commission may permit. The Fund may also suspend or postpone the recordation of
the transfer of shares upon the occurrence of any of the foregoing conditions.
Any redemption may be more or less than the shareholder's cost depending on the
market value of the securities held by the Fund. No charge is made by the Fund
for redemptions other than the possible charge for wiring redemption proceeds.
In addition to the situations described in the Prospectus under "How to Redeem
Shares," the Fund may redeem shares involuntarily to reimburse the Fund for any
loss sustained by reason of the failure of a shareholder to make full payment
for shares purchased by the shareholder or to collect any charge relating to a
transaction effected for the benefit of a shareholder which is applicable to
Fund shares as provided in the Prospectus from time to time.
NET ASSET VALUE
The net asset value and offering price of each class of the Fund shares is
normally determined at the time regular trading closes on the New York Stock
Exchange (currently 4:00 p.m., New York time, Monday through Friday), except on
business holidays when the NYSE is closed. The NYSE recognizes the following
holidays: New Year's Day, Martin Luther King, Jr.'s Birthday, President's Day,
Good Friday, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and
Christmas Day. Any other holiday recognized by the NYSE will be considered a
business holiday on which the net asset value of the Fund will not be
calculated.
In computing a class of a Fund's net asset value, all class specific liabilities
incurred or accrued are deducted from the net assets of that class. The
resulting net assets are divided by the number of shares of the class
outstanding at the time of the valuation and the result is the net asset value
per share of that class.
Values are determined according to accepted accounting practices and all laws
and regulations that apply. The assets of the Fund are valued as follows:
o Securities that are listed on a securities exchange are valued at the last
quoted sales price at the time the valuation is made. Price information on
listed securities is taken from the exchange where the security is
primarily traded by the Fund.
o Securities that are listed on an exchange and which are not traded on the
valuation date are valued at the bid price.
o Unlisted securities for which market quotations are readily available are
valued at the latest quoted sales price, if available, at the time of
valuation, otherwise, at the latest quoted bid price.
o Temporary cash investments with maturities of 60 days or less will be
valued at amortized cost, which approximates market value.
o Securities for which no current quotations are readily available are valued
at fair value as determined in good faith using methods approved by the
Board of Trustees of the Trust. Securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to
reflect the fair market value of such securities.
For the fiscal period ended May 31, 1999, after fee waivers and expense
reimbursements, there were no net expenses to the Fund.
ADDITIONAL TAX INFORMATION
The following summarizes certain additional tax considerations generally
affecting the Fund and its shareholders that are not described in the
Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Fund or its shareholders. The discussion here and in the
Prospectus is not intended as a substitute for careful tax planning and is based
on tax laws and regulations that are in effect on the date hereof; such laws and
regulations may be changed by legislative, judicial, or administrative action.
Investors are advised to consult their tax advisors with specific reference to
their own tax situations.
The Fund, and any other series of the Trust, will be treated as a separate
corporate entity under the Code. The Fund intends to qualify and to remain
qualified as a regulated investment company. To so qualify, the Fund must elect
to be a regulated investment company or have made such an election for a
previous year and must satisfy, in addition to the distribution requirement
described in the Prospectus, certain requirements with respect to the source of
its income for a taxable year. At least 90% of the gross income of the Fund must
be derived from dividends; interest; payments with respect to securities loans,
gains from the sale or other disposition of stocks, securities, or foreign
currencies; and other income derived with respect to the Fund's business of
investing in such stock, securities, or currencies. Any income derived by the
Fund from a partnership or trust is treated as derived with respect to the
Fund's business of investing in stock, securities, or currencies only to the
extent that such income is attributable to items of income that would have been
qualifying income if realized by the Fund in the same manner as by the
partnership or trust.
An investment company may not qualify as a regulated investment company for any
taxable year unless it satisfies certain requirements with respect to the
diversification of its investments at the close of each quarter of the taxable
year. In general, at least 50% of the value of its total assets must be
represented by cash, cash items, government securities, securities of other
regulated investment companies, and other securities which, with respect to any
one issuer, do not represent more than 5% of the total assets of the investment
company nor more than 10% of the outstanding voting securities of such issuer.
In addition, not more than 25% of the value of the investment company's total
assets may be invested in the securities (other than government securities or
the securities of other regulated investment companies) of any one issuer. The
Fund intends to satisfy all requirements on an ongoing basis for continued
qualification as a regulated investment company.
The Fund will designate any distribution of long-term capital gains as a capital
gain dividend in a written notice mailed to shareholders within 60 days after
the close of the Fund's taxable year. Shareholders should note that upon the
sale or exchange of Fund shares, if the shareholder has not held such shares for
at least six months, any loss on the sale or exchange of those shares will be
treated as long-term capital loss to the extent of the capital gain dividends
received with respect to the shares.
A 4% nondeductible excise tax is imposed on regulated investment companies that
fail to distribute currently an amount equal to specified percentages of their
ordinary taxable income and capital gain net income (excess of capital gains
over capital losses). The Fund intends to make sufficient distributions or
deemed distributions of its ordinary taxable income and any capital gain net
income prior to the end of each calendar year to avoid liability for this excise
tax.
If for any taxable year the Fund does not qualify for the special federal income
tax treatment afforded to regulated investment companies, all of its taxable
income will be subject to federal income tax at regular corporate rates (without
any deduction for distributions to its shareholders). In such event, dividend
distributions (whether or not derived from interest on tax-exempt securities)
would be taxable as ordinary income to shareholders to the extent of the Fund's
current and accumulated earnings and profits.
The Fund will be required in certain cases to withhold and remit to the U.S.
Treasury 31% of taxable dividends or 31% of gross proceeds realized upon sale
paid to shareholders who have failed to provide a correct tax identification
number in the manner required, or who are subject to withholding by the Internal
Revenue Service for failure to include properly on their return payments of
taxable interest or dividends, or who have failed to certify to the Fund that
they are not subject to backup withholding when required to do so, or that they
are "exempt recipients."
Depending upon the extent of the Fund's activities in states and localities in
which its offices are maintained, in which its agents or independent contractors
are located, or in which it is otherwise deemed to be conducting business, the
Fund may be subject to the tax laws of such states or localities. In addition,
in those states and localities that have income tax laws, the treatment of the
Fund and its shareholders under such laws may differ from their treatment under
federal income tax laws.
Dividends paid by the Fund derived from net investment income or net short-term
capital gains are taxable to shareholders as ordinary income, whether received
in cash or reinvested in additional shares. Long-term capital gains
distributions, if any, are taxable as long-term capital gains, whether received
in cash or reinvested in additional shares, regardless of how long Fund shares
have been held.
The Fund will send shareholders information each year on the tax status of
dividends and disbursements. A dividend or capital gains distribution paid
shortly after shares have been purchased, although in effect a return of
investment, is subject to federal income taxation. Dividends from net investment
income, along with capital gains, will be taxable to shareholders, whether
received in cash or shares and no matter how long you have held Fund shares,
even if they reduce the net asset value of shares below your cost and thus, in
effect, result in a return of a part of your investment.
ADDITIONAL INFORMATION ON PERFORMANCE
From time to time, the total return of the Fund may be quoted in advertisements,
sales literature, shareholder reports, or other communications to shareholders.
The "average annual total return" of a Fund refers to the average annual
compounded rate of return over the stated period that would equate an initial
investment in that Fund at the beginning of the period to its ending redeemable
value, assuming reinvestment of all dividends and distributions and deduction of
all recurring charges, other than charges and deductions which may be imposed
under the Contracts. Performance figures will be given for the recent one, five
and ten year periods and for the life of the Fund if it has not been in
existence for any such periods. When considering "average annual total return"
figures for periods longer than one year, it is important to note that a Fund's
annual total return for any given year might have been greater or less than its
average for the entire period. "Cumulative total return" represents the total
change in value of an investment in a Fund for a specified period (again
reflecting changes in Fund share prices and assuming reinvestment of Fund
distributions).
The Fund computes the "average annual total return" of the Fund by determining
the average annual compounded rates of return during specified periods that
equate the initial amount invested to the ending redeemable value of such
investment. This is done by determining the ending redeemable value of a
hypothetical $1,000 initial payment. This calculation is as follows:
P(1+T)n = ERV
Where: T = average annual total return.
ERV = ending redeemable value at the end of the period covered
by the computation of a hypothetical $1,000 payment made
at the beginning of the period.
P = hypothetical initial payment of $1,000 from which the
maximum sales load is deducted.
n = period covered by the computation, expressed in terms of
years.
The Fund may also compute the aggregate total return of the Fund, which is
calculated in a similar manner, except that the results are not annualized.
The calculation of average annual total return and aggregate total return assume
an initial $1,000 investment and that there is a reinvestment of all dividends
and capital gain distributions on the reinvestment dates during the period. The
ending redeemable value is determined by assuming complete redemption of the
hypothetical investment and the deduction of all nonrecurring charges at the end
of the period covered by the computations.
The cumulative total return for the Investor Shares of the Fund for the period
from February 16, 1999 (commencement of operations) through May 31, 1999, was
(6.30)%. The cumulative total return for the Investor Shares of the Fund,
computed without reflecting the applicable sales load, for such period was
(0.58)%.
The cumulative total return for the Institutional Shares of the Fund for the
period February 16, 1999 (commencement of operations) through May 31, 1999, was
(0.45)%.
The Fund was not authorized to issue Class B and Class C Shares during the
reporting period.
These performance quotations should not be considered as representative of the
Fund's performance for any specified period in the future.
The Fund's performance may be compared in advertisements, sales literature,
shareholder reports, and other communications to the performance of other mutual
funds having similar objectives or to standardized indices or other measures of
investment performance. In particular, the Fund may compare its performance to
the S&P 500 Index, which is generally considered to be representative of the
performance of unmanaged common stocks that are publicly traded in the United
States securities markets. The Fund may also measure its performance against the
Lipper Growth Fund Index, which ranks the performance of mutual funds that have
an objective of growth of capital. Comparative performance may also be expressed
by reference to a ranking prepared by a mutual fund monitoring service or by one
or more newspapers, newsletters, or financial periodicals. The Fund may also
occasionally cite statistics to reflect its volatility and risk. The Fund may
also compare its performance to other published reports of the performance of
unmanaged portfolios of companies. The performance of such unmanaged portfolios
generally does not reflect the effects of dividends or dividend reinvestment.
The Fund may also compare its performance to other reports of the performance of
managed accounts of the Advisor, such as the Capital Growth Account, as more
fully described in the Prospectus under "Other Information - Prior Performance
of Advisor." Of course, there can be no assurance the Fund will experience the
same results. Performance comparisons may be useful to investors who wish to
compare the Fund's past performance to that of other mutual funds and investment
products. Of course, past performance is not a guarantee of future results.
The Fund's performance fluctuates on a daily basis largely because net earnings
and net asset value per share fluctuate daily. Both net earnings and net asset
value per share are factors in the computation of total return as described
above.
As indicated, from time to time the Fund may advertise its performance compared
to similar funds or portfolios using certain indices, reporting services, and
financial publications. These may include the following:
o Lipper Analytical Services, Inc., ranks funds in various fund
categories by making comparative calculations using total return. Total
return assumes the reinvestment of all capital gains distributions and
income dividends and takes into account any change in net asset value
over a specific period of time.
o Morningstar, Inc., an independent rating service, is the publisher of
the bi-weekly Mutual Fund Values. Mutual Fund Values rates more than
1,000 NASDAQ-listed mutual funds of all types according to their
risk-adjusted returns. The maximum rating is five stars, and ratings
are effective for two weeks.
Investors may use such indices in addition to the Fund's Prospectus to obtain a
more complete view of the Fund's performance before investing. Of course, when
comparing the Fund's performance to any index, factors such as composition of
the index and prevailing market conditions should be considered in assessing the
significance of such comparisons. When comparing funds using reporting services,
or total return, investors should take into consideration any relevant
differences in funds such as permitted portfolio compositions and methods used
to value portfolio securities and to compute offering price. Advertisements and
other sales literature for the Fund may quote total returns that are calculated
on non-standardized base periods. The total returns represent the historic
change in the value of an investment in the Fund based on monthly reinvestment
of dividends over a specified period of time.
From time to time the Fund may include in advertisements and other
communications charts and illustrations relating to inflation and the effects of
inflation on the dollar, including the purchasing power of the dollar at various
rates of inflation. The Fund may also disclose from time to time information
about its portfolio allocation and holdings at a particular date (including
ratings of securities assigned by independent rating services such as S&P and
Moody's). The Fund may also depict the historical performance of the securities
in which the Fund may invest over periods reflecting a variety of market or
economic conditions either alone or in comparison with alternative investments,
performance indices of those investments, or economic indicators. The Fund may
also include in advertisements and in materials furnished to present and
prospective shareholders statements or illustrations relating to the
appropriateness of types of securities and/or mutual funds that may be employed
to meet specific financial goals, such as saving for retirement, children's
education, or other future needs.
FINANCIAL STATEMENTS
The audited financial statements for the fiscal period ended May 31, 1999,
including the financial highlights appearing in the Annual Report to
shareholders, are incorporated by reference and made a part of this document.
<PAGE>
APPENDIX A
Description of Ratings
The Fund will normally be at least 90% invested in equities. As a temporary
defensive position, however, when the Advisor determines that market conditions
warrant such investments, the Fund may invest up to 100% of its assets in
investment grade bonds, U.S. Government Securities, repurchase agreements, or
money market instruments ("Investment-Grade Debt Securities"). When the Fund
invests in Investment-Grade Debt Securities as a temporary defensive measure, it
is not pursuing its investment objective. Under normal circumstances, however,
the Fund may invest in money market instruments as described in the Prospectus.
The various ratings used by the nationally recognized securities rating services
are described below.
A rating by a rating service represents the service's opinion as to the credit
quality of the security being rated. However, the ratings are general and are
not absolute standards of quality or guarantees as to the creditworthiness of an
issuer. Consequently, the Advisor believes that the quality of fixed-income
securities in which the Fund may invest should be continuously reviewed and that
individual analysts give different weightings to the various factors involved in
credit analysis. A rating is not a recommendation to purchase, sell, or hold a
security because it does not take into account market value or suitability for a
particular investor. When a security has received a rating from more than one
service, each rating is evaluated independently. Ratings are based on current
information furnished by the issuer or obtained by the rating services from
other sources that they consider reliable. Ratings may be changed, suspended, or
withdrawn as a result of changes in or unavailability of such information, or
for other reasons.
Standard & Poor's Ratings Group. The following summarizes the highest four
ratings used by Standard & Poor's Ratings Group ("S&P") for bonds that are
deemed to be Investment-Grade Debt Securities by the Advisor:
AAA - This is the highest rating assigned by S&P to a debt obligation
and indicates an extremely strong capacity to pay interest and to repay
principal.
AA - Debt rated AA is considered to have a very strong capacity to pay
interest and to repay principal and differs from AAA issues only in a
small degree.
A - Debt rated A has a strong capacity to pay interest and to repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt
in higher-rated categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and to repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and to repay principal for bonds in this category than for
debt in higher rated categories.
To provide more detailed indications of credit quality, the AA, A, and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within these major rating categories.
Bonds rated BB, B, CCC, CC, and C are not considered by the Advisor to be
Investment-Grade Debt Securities and are regarded, on balance, as predominantly
speculative with respect to the issuer's capacity to pay interest and principal
in accordance with the terms of the obligation. BB indicates the lowest degree
of speculation and C the highest degree of speculation. While such bonds may
have some quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
Commercial paper rated A-1 by S&P indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted A-1+. Capacity for timely payment on
commercial paper rated A-2 is satisfactory, but the relative degree of safety is
not as high as for issues designated A-1.
The rating SP-1 is the highest rating assigned by S&P to municipal notes and
indicates very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics are given a
plus (+) designation.
Moody's Investors Service, Inc. The following summarizes the highest four
ratings used by Moody's Investors Service, Inc., ("Moody's") for bonds that are
deemed to be Investment-Grade Debt Securities by the Advisor:
Aaa - Bonds that are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edge." Interest payments are protected by a large
or by an exceptionally stable margin, and principal is secure. While
the various protective elements are likely to change, such changes as
can be visualized are most unlikely to impair the fundamentally strong
position of such issues.
Aa - Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities,
or fluctuation of protective elements may be of greater amplitude, or
there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A - Debt that is rated A possesses many favorable investment attributes
and is to be considered as an upper-medium-grade obligation. Factors
giving security to principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
Baa - Debt which is rated Baa is considered as a medium-grade
obligation, i.e., it is neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the
present, but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such debt
lacks outstanding investment characteristics and, in fact, has
speculative characteristics as well.
Moody's applies numerical modifiers (l, 2 and 3) with respect to bonds rated Aa,
A, and Baa. The modifier 1 indicates that the bond being rated ranks in the
higher end of its generic rating category; the modifier 2 indicates a mid-range
ranking, and the modifier 3 indicates that the bond ranks in the lower end of
its generic rating category.
The Advisor does not consider bonds that are rated Ba, B, Caa, Ca, or C by
Moody's Investment-Grade Debt Securities. Bonds rated Ba are judged to have
speculative elements because their future cannot be considered as well assured.
Uncertainty of position characterizes bonds in this class because the protection
of interest and principal payments often may be very moderate and not well
safeguarded.
Bonds that are rated B generally lack characteristics of a desirable investment.
Assurance of interest and principal payments or of maintenance of other terms of
the security over any long period for time may be small. Bonds that are rated
Caa are of poor standing. Such securities may be in default, or there may be
present elements of danger with respect to principal or interest. Bonds that are
rated Ca represent obligations that are speculative in a high degree. Such
issues are often in default or have other marked shortcomings. Bonds which are
rated C are the lowest rated class of bonds, and issues so rated can be regarded
as having extremely poor prospects of ever attaining any real investment
standing.
The rating Prime-1 is the highest commercial paper rating assigned by Moody's.
Issuers rated Prime-1 (or related supporting institutions) are considered to
have a superior capacity for repayment of short-term promissory obligations.
Issuers rated Prime-2 (or related supporting institutions) are considered to
have a strong capacity for repayment of short-term promissory obligations. This
will normally be evidenced by many of the characteristics of issuers rated
Prime-1 but to a lesser degree. Earnings' trends and coverage ratios, while
sound, will be more subject to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.
The following summarizes the highest rating used by Moody's for short-term notes
and variable-rate, demand obligations:
MIG-l; VMIG-l - Obligations bearing these designations are of the best
quality, enjoying strong protection by established cash flows, superior
liquidity support, or demonstrated broad-based access to the market for
refinancing.
Duff & Phelps Credit Rating Co. The following summarizes the highest four
ratings used by Duff & Phelps Credit Rating Co. ("D&P") for bonds that are
deemed to be Investment-Grade Debt Securities by the Advisor:
AAA - Bonds that are rated AAA are of the highest credit quality. The
risk factors are considered to be negligible, being only slightly more
than for risk-free U.S.
Treasury debt.
AA - Bonds that are rated AA are of high credit quality. Protection
factors are strong. Risk is modest but may vary slightly from time to
time because of economic conditions.
A - Bonds rated A have average but adequate protection factors. The
risk factors are more variable and greater in periods of economic
stress.
BBB - Bonds rated BBB have below-average protection factors but are
still considered sufficient for prudent investment. There is
considerable variability in risk during economic cycles.
Bonds rated BB, B, and CCC by D&P are not considered Investment-Grade Debt
Securities and are regarded, on balance, as predominantly speculative with
respect to the issuer's ability to pay interest and to make principal payments
in accordance with the terms of the obligations. BB indicates the lowest degree
of speculation and CCC the highest degree of speculation.
The rating Duff l is the highest rating assigned by D&P for short-term debt,
including commercial paper. D&P employs three designations, Duff l+, Duff 1, and
Duff 1- within the highest rating category. Duff l+ indicates highest certainty
of timely payment. Short-term liquidity, including internal operating factors
and/or access to alternative sources of funds, is judged to be "outstanding, and
safety is just below risk-free U.S. Treasury short-term obligations." Duff 1
indicates very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are
considered to be minor. Duff 1- indicates high certainty of timely payment.
Liquidity factors are strong and supported by good fundamental protection
factors. Risk factors are very small.
Fitch Investors Service, Inc. The following summarizes the highest four ratings
used by Fitch Investors Service, Inc., ("Fitch") for bonds that are deemed to be
Investment-Grade Debt Securities by the Advisor:
AAA - Bonds are considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability to pay
interest and to repay principal, which is unlikely to be affected by
reasonably foreseeable events.
AA - Bonds are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and to repay
principal is very strong, although not quite as strong as bonds rated
AAA. Because bonds rated in the AAA and AA categories are not
significantly vulnerable to foreseeable future developments, short-term
debt of these issuers is generally rated F-1+.
A - Bonds that are rated A are considered to be investment grade and of
high credit quality. The obligor's ability to pay interest and to repay
principal is considered to be strong, but may be more vulnerable to
adverse changes in economic conditions and circumstances than bonds
with higher ratings.
BBB - Bonds rated BBB are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and
to repay principal is considered to be adequate. Adverse changes in
economic conditions and circumstances, however, are more likely to have
adverse impact on these bonds and, therefore, impair timely payment.
The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.
To provide more detailed indications of credit quality, the AA, A, and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within a rating category.
Bonds rated BB, B, and CCC by Fitch are not considered Investment-Grade Debt
Securities and are regarded, on balance, as predominantly speculative with
respect to the issuer's ability to pay interest and to make principal payments
in accordance with the terms of the obligations. BB indicates the lowest degree
of speculation and CCC the highest degree of speculation.
The following summarizes the three highest ratings used by Fitch for short-term
notes, municipal notes, variable rate demand instruments, and commercial paper:
F-1+ - Instruments assigned this rating are regarded as having the
strongest degree of assurance for timely payment.
F-1 - Instruments assigned this rating reflect an assurance of timely
payment only slightly less in degree than issues rated F-1+
F-2 - Instruments assigned this rating have a satisfactory degree of
assurance for timely payment, but the margin of safety is not as great
as for issues assigned F-1+ and F-1 ratings.
<PAGE>
PART C
======
NEW PROVIDENCE INVESTMENT TRUST
FORM N-1A
OTHER INFORMATION
ITEM 23. Exhibits
--------
(a) Declaration of Trust.^1
(b) By-Laws.^1
(c) Certificates for shares not issued. Articles V, VI, VIII, IX and X of
the Declaration of Trust, previously filed as Exhibit (1) hereto,
define the rights of shareholders.^1
(d)(1) Investment Advisory Agreement between the Registrant and New Providence
Capital Management, L.L.C., as Advisor, with respect to the New
Providence Capital Growth Fund.^4
(d)(2) Investment Advisory Agreement between the Registrant and Atlanta
Investment Counsel, L.L.C., as Advisor, with respect to the Wisdom
Fund.^5
(e) Distribution Agreement between the Registrant and Capital Investment
Group, Inc., as Distributor.^5
(f) Not Applicable.
(g) Custodian Agreement between the Registrant and First Union National
Bank of North Carolina, as Custodian.^4
(h)(1) Fund Accounting and Compliance Administration Agreement between the
Registrant and The Nottingham Company, Inc., as Administrator.^4
(h)(2) Dividend Disbursing and Transfer Agent Agreement between the Registrant
and NC Shareholder Services, LLC, as Transfer Agent.^4
(i)(1) Opinion and Consent of Dechert Price & Rhoads, Counsel, regarding the
legality of the securities being registered with respect to the
Investor Class and Institutional Class of the Wisdom Fund.^4
(i)(2) Consent of Dechert Price & Rhoads, Counsel, with respect to the New
Providence Capital Growth Fund.^5
(i)(3) Opinion and Consent of Dechert Price & Rhoads, Counsel, regarding the
legality of the securities being registered with respect to Class B and
Class C shares of the Wisdom Fund.
(j)(1) Consent of Deloitte & Touche LLP, Independent Public Accountants, with
respect to the Wisdom Fund regarding the Class B and Class C Shares.
(j)(2) Consent of Deloitte & Touche LLP, Independent Public Accountants, with
respect to the New Providence Capital Growth Fund.^5
(k) Not applicable.
(l) Initial Capital Agreements.^2
(m)(1) Plan of Distribution Pursuant to Rule 12b-1 for the New Providence
Capital Growth Fund.^4
(m)(2) Plan of Distribution Pursuant to Rule 12b-1 for the Wisdom Fund
Investor Class Shares.^5
(m)(3) Form of Plan of Distribution Pursuant to Rule 12b-1 for the Wisdom Fund
Class B Shares.
(m)(4) Form of Plan of Distribution Pursuant to Rule 12b-1 for the Wisdom Fund
Class C Shares.
(n) Not applicable.
(o)(1) Plan Pursuant to Rule 18f-3.^5
(o)(2) Form of Amended and Restated Multiple Class Plan Pursuant to Rule
18f-3.
(p) Copy of Power of Attorney.^2
- -----------------------
1. Incorporated herein by reference to Registrant's Registration Statement
on Form N-1A filed July 16, 1997 (File No. 333-31359).
2. Incorporated herein by reference to Registrant's Registration Statement
on Form N-1A Pre-Effective Amendment No. 1 filed September 25, 1997
(File No. 333-31359).
3. Incorporated herein by reference to Registrant's Registration Statement
on Form N-1A Post-Effective Amendment No. 1 filed September 29, 1998
(File No. 333-31359).
4. Incorporated herein by reference to Registrant's Registration Statement
on Form N-1A Post-Effective Amendment No. 2 filed October 22, 1998
(File No. 333-31359).
5. Incorporated herein by reference to Registrant's Registration Statement
on Form N-1A Post-Effective Amendment No. 6 filed August 2, 1999 (File
No. 333-31359).
ITEM 24. Persons Controlled by or Under Common Control with the Registrant
-----------------------------------------------------------------
No person is controlled by or under common control with the
Registrant.
ITEM 25. Indemnification
---------------
The Declaration of Trust and Bylaws of the Registrant contain
provisions covering indemnification of the officers and trustees.
The following are summaries of the applicable provisions.
The Registrant's Declaration of Trust provides that every
person who is or has been a trustee, officer, employee or agent of
the Registrant and every person who serves at the trustees' request
as director, officer, employee or agent of another enterprise will
be indemnified by the Registrant to the fullest extent permitted by
law against all liabilities and against all expenses reasonably
incurred or paid by him in connection with any debt, claim, action,
demand, suit, proceeding, judgment, decree, liability or obligation
of any kind in which he becomes involved as a party or otherwise or
is threatened by virtue of his being or having been a trustee,
officer, employee or agent of the Registrant or of another
enterprise at the request of the Registrant and against amounts
paid or incurred by him in the compromise or settlement thereof.
No indemnification will be provided to a trustee or officer:
(i) against any liability to the Registrant or its shareholders by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his
office ("disabling conduct"); (ii) with respect to any matter as to
which he shall, by the court or other body by or before which the
proceeding was brought or engaged, have been finally adjudicated to
be liable by reason of disabling conduct; (iii) in the absence of a
final adjudication on the merits that such trustee or officer did
not engage in disabling conduct, unless a reasonable determination,
based upon a review of the facts that the person to be indemnified
is not liable by reason of such conduct, is made by vote of a
majority of a quorum of the trustees who are neither interested
persons nor parties to the proceedings, or by independent legal
counsel, in a written opinion.
The rights of indemnification may be insured against by
policies maintained by the Registrant, will be severable, will not
affect any other rights to which any trustee, officer, employee or
agent may now or hereafter be entitled, will continue as to a
person who has ceased to be such trustee, officer, employee, or
agent and will inure to the benefit of the heirs, executors and
administrators of such a person; provided, however, that no person
may satisfy any right of indemnity or reimbursement except out of
the property of the Registrant, and no other person will be
personally liable to provide indemnity or reimbursement (except an
insurer or surety or person otherwise bound by contract).
Article XIV of the Registrant's Bylaws provides that the
Registrant will indemnify each trustee and officer to the full
extent permitted by applicable federal, state and local statutes,
rules and regulations and the Declaration of Trust, as amended from
time to time. With respect to a proceeding against a trustee or
officer brought by or on behalf of the Registrant to obtain a
judgment or decree in its favor, the Registrant will provide the
officer or trustee with the same indemnification, after the same
determination, as it is required to provide with respect to a
proceeding not brought by or on behalf of the Registrant.
This indemnification will be provided with respect to an
action, suit proceeding arising from an act or omission or alleged
act or omission, whether occurring before or after the adoption of
Article XIV of the Registrant's Bylaws.
ITEM 26. Business and other Connections of the Investment Advisor
--------------------------------------------------------
See the Statements of Additional Information section entitled
"Management and Other Service Providers" for each series of the
Trust and the Investment Advisors' Form ADV filed with the
Commission, which is hereby incorporated by reference, for the
activities and affiliations of the officers and directors of the
Investment Advisors of the Registrant. Except as so provided, to
the knowledge of Registrant, none of the directors or executive
officers of the Investment Advisors are or has been at any time
during the past two fiscal years engaged in any other business,
profession, vocation or employment of a substantial nature. The
Investment Advisors currently serve as investment advisors to
numerous institutional and individual clients.
ITEM 27. Principal Underwriter
---------------------
(a) Capital Investment Group, Inc. is underwriter and distributor for
The Chesapeake Aggressive Growth Fund, The Chesapeake Growth Fund,
The Chesapeake Core Growth Fund, Capital Value Fund, Investek Fixed
Income Trust, The Brown Capital Management Equity Fund, The Brown
Capital Management Balanced Fund, The Brown Capital Management
Small Company Fund, The Brown Capital Management International
Equity Fund, WST Growth & Income Fund, Blue Ridge Total Return
Fund, SCM Strategic Growth Fund, The CarolinasFund, New Providence
Capital Growth Fund, and the Wisdom Fund.
(b)
Name and Principal Position(s) and Offices Position(s) and Offices
Business Address with Underwriter with Registrant
================ ================ ===============
Richard K. Bryant President None
17 Glenwood Ave.
Raleigh, NC 27622
E.O. Edgerton, Jr. Vice President None
17 Glenwood Ave.
Raleigh, NC 27622
(c) Not applicable
ITEM 28. Location of Accounts and Records
--------------------------------
All account books and records not normally held by First Union
National Bank of North Carolina, the Custodian to the Registrant,
are held by the Registrant, in the offices of The Nottingham
Company, Inc., Fund Accountant and Administrator, NC Shareholder
Services, LLC, Transfer Agent to the Registrant, New Providence
Capital Management, L.L.C., Advisor to the New Providence Capital
Growth Fund, or by Atlanta Investment Counsel, L.L.C., Advisor to
the Wisdom Fund.
The address of The Nottingham Company, Inc. is 105 North
Washington Street, Post Office Box 69, Rocky Mount, North Carolina
27802-0069. The address of NC Shareholder Services, LLC is 107
North Washington Street, Post Office Box 4365, Rocky Mount, North
Carolina 27803-0365. The address of New Providence Capital
Management, L.L.C. is 2859 Paces Ferry Road, Suite 2125, Atlanta,
Georgia 30339. The address of Atlanta Investment Counsel, L.L.C. is
2771 Carmon-on-Wesley, NW, Suite 100, Atlanta, Georgia 30327. The
address of First Union National Bank of North Carolina is Two First
Union Center, Charlotte, North Carolina 28288-1151.
ITEM 29. Management Services
-------------------
Not Applicable.
ITEM 30. Undertakings
------------
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
("Securities Act"), and the Investment Company Act of 1940, as amended, the
Registrant certifies that it meets all of the requirements for effectiveness of
this registration statement under Rule 485(a)(1) under the Securities Act and
has duly caused this Post-Effective Amendment No. 7 to its Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Rocky Mount, and State of North Carolina on this 9th
day of September, 1999.
NEW PROVIDENCE INVESTMENT TRUST
By: /s/ C. Frank Watson, III
_____________________________
C. Frank Watson, III
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 7 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
* Trustee September 9, 1999
______________________________
Jack E. Brinson
/s/ Julian G. Winters Treasurer September 9, 1999
______________________________
Julian G. Winters
* By: /s/ C. Frank Watson, III Dated: September 9, 1999
_____________________________
C. Frank Watson, III
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
(FOR POST-EFFECTIVE AMENDMENT NO. 7)
------------------------------------
EXHIBIT NO.
UNDER PART C
OF FORM N-1A NAME OF EXHIBIT
- ------------ ---------------
(i)(3) Opinion and Consent of Dechert Price & Rhoads, Counsel
(j)(1) Consent of Deloitte & Touche LLP, Independent Public
Accountants
(m)(3) Form of Plan of Distribution Pursuant to Rule 12b-1 for
the Wisdom Fund Class B Shares
(m)(4) Form of Plan of Distribution Pursuant to Rule 12b-1 for
the Wisdom Fund Class C Shares
(o)(2) Form of Amended and Restated Multiple Class Plan Pursuant
to Rule 18f-3
Exhibit (i)(3): Opinion and Consent of Dechert Price & Rhoads, Counsel
--------------
September 8, 1999
Opinion and Consent of Counsel
New Providence Investment Trust
105 North Washington Street
Post Office Box 69
Rocky Mount, North Carolina 27802-0069
Dear Gentlemen:
This opinion is given in connection with the filing by New Providence
Investment Trust, a Massachusetts business trust (the "Trust"), of
Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A
("Registration Statement") under the Securities Act of 1933, as amended and
Amendment No. 8 under the Investment Company Act of 1940, as amended, relating
to an indefinite amount of authorized shares of beneficial interest, at par
value of $.01 per share, of two new classes of shares, Class B Shares and Class
C Shares of the Wisdom Fund, a separate series of the Trust. The authorized
shares of beneficial interest of the Class B shares and the Class C shares are
hereinafter referred to as the "Shares."
We have examined the following Trust documents: the Declaration of
Trust; the By-Laws; Post-Effective Amendment No. 6 on Form N-1A filed on August
2, 1999; Post-Effective Amendment No. 5 filed on July 14, 1999; Post-Effective
Amendment No. 4 filed on April 7, 1999; Post-Effective Amendment No. 3 filed on
January 5, 1999; Post-Effective Amendment No. 2 filed on October 22, 1998;
Post-Effective Amendment No. 1 filed on September 30, 1998; pertinent provisions
of the laws of the Commonwealth of Massachusetts; and such other corporate
records, certificates, documents and statutes that we have deemed relevant in
order to render the opinion expressed herein.
Based on such examination, we are of the opinion that:
1. The Trust is a Massachusetts business trust duly organized, validly
existing, and in good standing under the laws of the Commonwealth of
Massachusetts; and
2. The Shares to be offered for sale by the Trust, when issued in the
manner contemplated by the Registration Statement, will be legally
issued, fully paid and non-assessable.
This letter expresses our opinion as to the Massachusetts business
trust law governing matters such as the due organization of the Trust and the
authorization and issuance of the Shares, but does not extend to the securities
or "Blue Sky" laws of the Commonwealth of Massachusetts or to federal securities
or other laws.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to Dechert Price & Rhoads under the caption
"Legal Counsel" in the Statement of Additional Information, which is
incorporated by reference into the Prospectus comprising a part of the
Registration Statement.
Very truly yours,
/s/ Dechert Price & Rhoads
Exhibit (j)(1): Consent of Deloitte & Touche LLP, Independent
-------------- Public Accountants
Exhibit 11
INDEPENDENT AUDITORS' CONSENT
To the Board of Trustees of New Providence Investment Trust
and Shareholders of the Wisdom Fund:
We consent to the incorporation by reference in this Post-Effective Amendment
No. 7 to Registration Statement No. 333-31359 of the Wisdom Fund of our report
dated June 18, 1999, appearing in the Annual Report for the period ended May 31,
1999, and to the reference to us under the heading "Financial Highlights" in the
Prospectus, which is part of such Registration Statement.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
September 8, 1999
Exhibit (m)(3): Form of Plan of Distribution Pursuant to Rule 12b-1 for the
-------------- Wisdom Fund Class B Shares
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
WHEREAS, New Providence Investment Trust, an unincorporated business trust
organized and existing under the laws of the Commonwealth of Massachusetts (the
"Trust"), engages in business as an open-end management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest (the "Shares"), in separate series representing the
interests in separate funds of securities and other assets; and
WHEREAS, the Trust offers a series of such Shares representing interests in the
WISDOM FUND (the "Fund") of the Trust;
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Non-Interested Trustees"), having determined, in
the exercise of reasonable business judgment and in light of their fiduciary
duties under state law and under Section 36(a) and (b) of the 1940 Act, that
there is a reasonable likelihood that this Plan will benefit the Fund and its
shareholders, have approved this Plan by votes cast at a meeting held in person
and called for the purpose of voting hereon and on any agreements related
hereto; and
NOW, THEREFORE, the Trust hereby adopts this Plan in accordance with Rule 12b-1
under the 1940 Act, on the following terms and conditions:
1. Distribution and Servicing Activities. Subject to the supervision of
the Trustees of the Trust, the Trust may, directly or indirectly, engage in any
activities primarily intended to result in the sale of Class B Shares of the
Fund, which activities may include, but are not limited to, the following: (a)
payments to the Trust's Distributor and to securities dealers and others in
respect of the sale of Class B Shares of the Fund; (b) payment of compensation
to and expenses of personnel (including personnel of organizations with which
the Trust has entered into agreements related to this Plan) who engage in or
support distribution of Class B Shares of the Fund or who render shareholder
support services not otherwise provided by the Trust's transfer agent,
administrator, or custodian, including but not limited to, answering inquiries
regarding the Trust, processing shareholder transactions, providing personal
services and/or the maintenance of shareholder accounts, providing other
shareholder liaison services, responding to shareholder inquiries, providing
information on shareholder investments in the Fund, and providing such other
shareholder services as the Trust may reasonably request; (c) formulation and
implementation of marketing and promotional activities, including, but not
limited to, direct mail promotions and television, radio, newspaper, magazine
and other mass media advertising; (d) preparation, printing and distribution of
sales literature; (e) preparation, printing and distribution of prospectuses and
statements of additional information and reports of the Trust for recipients
other than existing shareholders of the Trust; and (f) obtaining such
information, analyses and reports with respect to marketing and promotional
activities as the Trust may, from time to time, deem advisable. The Trust is
authorized to engage in the activities listed above, and in any other activities
primarily intended to result in the sale of Class B Shares of the Fund, either
directly or through other persons with which the Trust has entered into
agreements related to this Plan.
<PAGE>
2. Maximum Expenditures. The expenditures to be made by the Fund
pursuant to this Plan and the basis upon which payment of such expenditures will
be made shall be determined by the Trustees of the Trust, but in no event may
such expenditures exceed an amount calculated at the rate of 1.00% per annum of
the average daily net asset value of the Class B Shares of the Fund for each
year or portion thereof included in the period for which the computation is
being made, elapsed since the inception of this Plan to the date of such
expenditures. Notwithstanding the foregoing, in no event may such expenditures
paid by the Fund as service fees exceed an amount calculated at the rate of
0.25% of the average annual net assets of the Class B Shares of the Fund, nor
may such expenditures paid as service fees to any person who sells Class B
Shares of the Fund exceed an amount calculated at the rate of 0.25% of the
average annual net asset value of such shares. Such payments for distribution
and shareholder servicing activities may be made directly by the Trust or to
other persons with which the Trust has entered into agreements related to this
Plan.
3. Term and Termination. (a) This Plan shall become effective as of the
effective date of registration of the Class B Shares of the Fund with the United
States Securities and Exchange Commission. Unless terminated as herein provided,
this Plan shall continue in effect for one year from the date hereof and shall
continue in effect for successive periods of one year thereafter, but only so
long as each such continuance is specifically approved by votes of a majority of
both (i) the Trustees of the Trust and (ii) the Non-Interested Trustees, cast at
a meeting called for the purpose of voting on such approval.
(b) This Plan may be terminated at any time with respect to the Fund by
a vote of a majority of the Non-Interested Trustees or by a vote of a majority
of the outstanding voting securities of the Fund as defined in the 1940 Act.
4. Amendments. This Plan may not be amended to increase materially the
maximum expenditures permitted by Section 2 hereof unless such amendment is
approved by a vote of the majority of the outstanding voting securities of the
Fund as defined in the 1940 Act with respect to which a material increase in the
amount of expenditures is proposed, and no material amendment to this Plan shall
be made unless approved in the manner provided for annual renewal of this Plan
in Section 3(a) hereof.
5. Selection and Nomination of Trustees. While this Plan is in effect,
the selection and nomination of the Non-Interested Trustees of the Trust shall
be committed to the discretion of such Non-Interested Trustees.
6. Quarterly Reports. The Treasurer of the Trust shall provide to the
Trustees of the Trust and the Trustees shall review quarterly a written report
of the amounts expended pursuant to this Plan and any related agreement and the
purposes for which such expenditures were made.
7. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 6 hereof, for a
period of not less than six years from the date of this Plan. Any such related
agreement or such reports for the first two years will be maintained in an
easily accessible place.
2
<PAGE>
8. Limitation of Liability. Any obligations of the Trust hereunder
shall not be binding upon any of the Trustees, officers or shareholders of the
Trust personally, but shall bind only the assets and property of the Trust. The
term "New Providence Investment Trust" means and refers to the Trustees from
time to time serving under the Agreement and Declaration of Trust of the Trust,
a copy of which is on file with the Secretary of The Commonwealth of
Massachusetts. The execution of this Plan has been authorized by the Trustees,
and this Plan has been signed on behalf of the Trust by an authorized officer of
the Trust, acting as such and not individually, and neither such authorization
by such Trustees nor such execution by such officer shall be deemed to have been
made by any of them individually or to impose any liability on any of them
personally, but shall bind only the assets and property of the Trust as provided
in the Agreement and Declaration of Trust.
3
Exhibit (m)(4): Form of Plan of Distribution Pursuant to Rule 12b-1 for the
-------------- Wisdom Fund Class C Shares
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
WHEREAS, New Providence Investment Trust, an unincorporated business trust
organized and existing under the laws of the Commonwealth of Massachusetts (the
"Trust"), engages in business as an open-end management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest (the "Shares"), in separate series representing the
interests in separate funds of securities and other assets; and
WHEREAS, the Trust offers a series of such Shares representing interests in the
WISDOM FUND (the "Fund") of the Trust;
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Non-Interested Trustees"), having determined, in
the exercise of reasonable business judgment and in light of their fiduciary
duties under state law and under Section 36(a) and (b) of the 1940 Act, that
there is a reasonable likelihood that this Plan will benefit the Fund and its
shareholders, have approved this Plan by votes cast at a meeting held in person
and called for the purpose of voting hereon and on any agreements related
hereto; and
NOW, THEREFORE, the Trust hereby adopts this Plan in accordance with Rule 12b-1
under the 1940 Act, on the following terms and conditions:
1. Distribution and Servicing Activities. Subject to the supervision of
the Trustees of the Trust, the Trust may, directly or indirectly, engage in any
activities primarily intended to result in the sale of Class C Shares of the
Fund, which activities may include, but are not limited to, the following: (a)
payments to the Trust's Distributor and to securities dealers and others in
respect of the sale of Class C Shares of the Fund; (b) payment of compensation
to and expenses of personnel (including personnel of organizations with which
the Trust has entered into agreements related to this Plan) who engage in or
support distribution of Class C Shares of the Fund or who render shareholder
support services not otherwise provided by the Trust's transfer agent,
administrator, or custodian, including but not limited to, answering inquiries
regarding the Trust, processing shareholder transactions, providing personal
services and/or the maintenance of shareholder accounts, providing other
shareholder liaison services, responding to shareholder inquiries, providing
information on shareholder investments in the Fund, and providing such other
shareholder services as the Trust may reasonably request; (c) formulation and
implementation of marketing and promotional activities, including, but not
limited to, direct mail promotions and television, radio, newspaper, magazine
and other mass media advertising; (d) preparation, printing and distribution of
sales literature; (e) preparation, printing and distribution of prospectuses and
statements of additional information and reports of the Trust for recipients
other than existing shareholders of the Trust; and (f) obtaining such
information, analyses and reports with respect to marketing and promotional
activities as the Trust may, from time to time, deem advisable. The Trust is
authorized to engage in the activities listed above, and in any other activities
primarily intended to result in the sale of Class C Shares of the Fund, either
directly or through other persons with which the Trust has entered into
agreements related to this Plan.
<PAGE>
2. Maximum Expenditures. The expenditures to be made by the Fund
pursuant to this Plan and the basis upon which payment of such expenditures will
be made shall be determined by the Trustees of the Trust, but in no event may
such expenditures exceed an amount calculated at the rate of 1.00% per annum of
the average daily net asset value of the Class C Shares of the Fund for each
year or portion thereof included in the period for which the computation is
being made, elapsed since the inception of this Plan to the date of such
expenditures. Notwithstanding the foregoing, in no event may such expenditures
paid by the Fund as service fees exceed an amount calculated at the rate of
0.25% of the average annual net assets of the Class C Shares of the Fund, nor
may such expenditures paid as service fees to any person who sells Class C
Shares of the Fund exceed an amount calculated at the rate of 0.25% of the
average annual net asset value of such shares. Such payments for distribution
and shareholder servicing activities may be made directly by the Trust or to
other persons with which the Trust has entered into agreements related to this
Plan.
3. Term and Termination. (a) This Plan shall become effective as of the
effective date of registration of the Class C Shares of the Fund with the United
States Securities and Exchange Commission. Unless terminated as herein provided,
this Plan shall continue in effect for one year from the date hereof and shall
continue in effect for successive periods of one year thereafter, but only so
long as each such continuance is specifically approved by votes of a majority of
both (i) the Trustees of the Trust and (ii) the Non-Interested Trustees, cast at
a meeting called for the purpose of voting on such approval.
(b) This Plan may be terminated at any time with respect to the Fund by
a vote of a majority of the Non-Interested Trustees or by a vote of a majority
of the outstanding voting securities of the Fund as defined in the 1940 Act.
4. Amendments. This Plan may not be amended to increase materially the
maximum expenditures permitted by Section 2 hereof unless such amendment is
approved by a vote of the majority of the outstanding voting securities of the
Fund as defined in the 1940 Act with respect to which a material increase in the
amount of expenditures is proposed, and no material amendment to this Plan shall
be made unless approved in the manner provided for annual renewal of this Plan
in Section 3(a) hereof.
5. Selection and Nomination of Trustees. While this Plan is in effect,
the selection and nomination of the Non-Interested Trustees of the Trust shall
be committed to the discretion of such Non-Interested Trustees.
6. Quarterly Reports. The Treasurer of the Trust shall provide to the
Trustees of the Trust and the Trustees shall review quarterly a written report
of the amounts expended pursuant to this Plan and any related agreement and the
purposes for which such expenditures were made.
7. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 6 hereof, for a
period of not less than six years from the date of this Plan. Any such related
agreement or such reports for the first two years will be maintained in an
easily accessible place.
2
<PAGE>
8. Limitation of Liability. Any obligations of the Trust hereunder
shall not be binding upon any of the Trustees, officers or shareholders of the
Trust personally, but shall bind only the assets and property of the Trust. The
term "New Providence Investment Trust" means and refers to the Trustees from
time to time serving under the Agreement and Declaration of Trust of the Trust,
a copy of which is on file with the Secretary of The Commonwealth of
Massachusetts. The execution of this Plan has been authorized by the Trustees,
and this Plan has been signed on behalf of the Trust by an authorized officer of
the Trust, acting as such and not individually, and neither such authorization
by such Trustees nor such execution by such officer shall be deemed to have been
made by any of them individually or to impose any liability on any of them
personally, but shall bind only the assets and property of the Trust as provided
in the Agreement and Declaration of Trust.
3
Exhibit (o)(2): Form of Amended and Restated Multiple Class Plan
-------------- Pursuant to Rule 18f-3
FORM OF AMENDED AND RESTATED
MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
for
NEW PROVIDENCE INVESTMENT TRUST
WHEREAS, New Providence Investment Trust (the "Trust") engages in
business as an open-end management investment company and is registered as such
under the Investment Company Act of 1940, as amended (the "Act");
WHEREAS, shares of common stock of the Trust are currently divided into
separate series (the "Funds"), as identified in Appendix A; and
WHEREAS, the Trust desires to adopt, on behalf of each Fund, a Multiple
Class Plan pursuant to Rule 18f-3 under the Act (the "Plan") with respect to
each of the Funds;
NOW, THEREFORE, the Trust hereby adopts, on behalf of the Funds, the
Plan, in accordance with Rule 18f-3 under the Act on the following terms and
conditions:
1. Features of the Classes. Each Fund may issue the following classes
of shares: Investor Class shares, Institutional Class shares, No-Load Class
shares, Class B shares, and Class C Shares. Shares of each class of a Fund shall
represent an equal pro rata interest in such Fund and, generally, shall have
identical voting, dividend, liquidation, and other rights, preferences, powers,
restrictions, limitations, qualifications and terms and conditions, except that:
(a) each class shall have a different designation; (b) each class of shares
shall bear any Class Expenses, as defined in Section 5 below; and (c) each class
shall have exclusive voting rights on any matter submitted to shareholders that
relates solely to its distribution arrangement and each class shall have
separate voting rights on any matter submitted to shareholders in which the
interests of one class differ from the interests of any other class. In
addition, Investor Class, Institutional Class, No-Load Class, Class B, and Class
C shares shall have the features described in Sections 2, 5 and 6 below.
2. Sales Charge Structure.
(a) Investor Class Shares. Investor Class shares are offered
at the public offering price, which includes a front-end sales charge of 5.75%
of the amount invested, as set forth in the Investor Class Prospectus.
(b) Institutional Class Shares. Institutional Class shares are
offered at net asset value ("NAV"). Institutional Class shares are not subject
to service fees or distribution fees. As set forth in the Institutional Class
Prospectus, Institutional Class shares are offered only to certain categories of
institutional customers and are subject to minimum initial and subsequent
investments.
<PAGE>
(c) No-Load Class Shares. No-Load Class shares of a Fund shall
be offered at the then-current NAV without the imposition of a front-end sales
charge and without a contingent deferred sales charge ("CDSC").
(d) Class B Shares. Class B shares of a Fund shall be offered
at the then-current NAV without the imposition of a front-end sales charge. A
contingent deferred sales charge in such amount as is described in a Fund's
current prospectus or prospectus supplement shall be imposed on Class B shares,
subject to such waivers or reductions as are described in the Fund's prospectus
or supplement thereto, subject to the supervision of the Fund's Board of
Trustees.
(e) Class C Shares. Class C shares of a Fund shall be offered
at the then-current net asset value without the imposition of a front-end sales
charge. A contingent deferred sales charge in such amount as is described in a
Fund's current prospectus or prospectus supplement shall be imposed on Class C
shares, subject to such waivers or reductions as are described in the Fund's
prospectus or supplement thereto, subject to the supervision of the Fund's Board
of Trustees.
3. Service and Distribution Plans. The following classes of shares of
each Fund have adopted a Rule 12b-1 plan, each with the following terms:
(a) No-Load Class Shares. No-Load Class shares of each Fund
may pay Capital Investment Group, Inc., the Fund's distributor ("Distributor"),
a monthly fee at an annual rate of 0.25% of the average daily net assets of the
Fund's No-Load Class shares for distribution or service activities (each as
defined in paragraph (e), below), as designated by the Distributor. Such
expenditures paid as service fees to any person who services shareholders may
not exceed 0.25% of the average annual net asset value of each class of shares.
(b) Investor Class Shares. Investor Class shares of each Fund
may pay the Distributor a monthly fee at an annual rate of 0.25% of the average
daily net assets of the Fund's Investor Class shares for distribution or service
activities (each as defined in paragraph (e), below), as designated by the
Distributor. Such expenditures paid as service fees to any person who services
shareholders may not exceed 0.25% of the average annual net asset value of each
class of shares.
(c) Class B Shares. Class B shares of each Fund may pay the
Distributor a monthly fee at the annual rate of 1.00% of the average daily net
assets of the Fund's Class B shares for distribution or service activities (as
defined in paragraph (e), below), as designated by the Distributor. Such
expenditures paid as service fees to any person who services shareholders may
not exceed 0.25% of the average annual net asset value of each class of shares.
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(d) Class C Shares. Class C shares of each Fund may pay the
Distributor a monthly fee at the annual rate of 1.00% of the average daily net
assets of the Fund's Class C shares for distribution or service activities (as
defined in paragraph (e), below), as designated by the Distributor. Such
expenditures paid as service fees to any person who services shareholders may
not exceed 0.25% of the average annual net asset value of each class of shares.
(e) Distribution and Service Activities.
(i) As used herein, the term "distribution services" shall
include services rendered by the Distributor of the shares of a Fund in
connection with any activities or expenses primarily intended to result in the
sale of shares of a Fund, including, but not limited to, compensation to
registered representatives or other employees of the Distributor to other
broker-dealers that have entered into an Authorized Dealer Agreement with the
Distributor, compensation to and expenses of employees of the Distributor who
engage in or support distribution of the Funds' shares; telephone expenses;
interest expense; printing of prospectuses and reports for other than existing
shareholders; preparation, printing and distribution of sales literature and
advertising materials; and profit and overhead on the foregoing.
(ii) As used herein, the term "service activities" shall mean
activities in connection with the provision of personal, continuing services to
investors in each Fund, excluding transfer agent and subtransfer agent services
for beneficial owners of shares of a Fund, aggregating and processing purchase
and redemption orders, providing beneficial owners with account statements,
processing dividend payments, providing subaccounting services for Fund shares
held beneficially, forwarding shareholder communications to beneficial owners
and receiving, tabulating and transmitting proxies executed by beneficial
owners; provided, however, that if the National Association of Securities
Dealers Inc. ("NASD") adopts a definition of "service fee" for purposes of
Section 26(d) of the Rules of Fair Practice of the NASD that differs from the
definition of "service activities" hereunder, or if the NASD adopts a related
definition intended to define the same concept, the definition of "service
activities" in this Paragraph shall be automatically amended, without further
action of the Board of Trustees, to conform to such NASD definition. Overhead
and other expenses of the Distributor related to its "service activities,"
including telephone and other communications expenses, may be included in the
information regarding amounts expended for such activities.
4. Allocation of Income and Expenses.
(a) The gross income of each Fund shall, generally, be allocated to
each class on the basis of net assets. To the extent practicable, certain
expenses (other than Class Expenses as defined below which shall be allocated
more specifically) shall be subtracted from the gross income on the basis of the
net assets of each class of the Fund. These expenses include:
(1) Expenses incurred by the Trust (for example, fees of
Trustees, auditors and legal counsel) not attributable to a particular Fund or
to a particular class of shares of a Fund ("Corporate Level Expenses"); and
(2) Expenses incurred by a Fund not attributable to any
particular class of the Fund's shares (for example, advisory fees, custodial
fees, or other expenses relating to the management of the Fund's assets) ("Fund
Expenses").
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(b) Expenses attributable to a particular class ("Class Expenses")
shall be limited to: (i) payments made pursuant to a 12b-1 plan; (ii) transfer
agent fees attributable to a specific class; (iii) printing and postage expenses
related to preparing and distributing materials such as shareholder reports,
prospectuses and proxies to current shareholders of a specific class; (iv) Blue
Sky registration fees incurred by a class; (v) SEC registration fees incurred by
a class; (vi) the expense of administrative personnel and services to support
the shareholders of a specific class; (vii) litigation or other legal expenses
relating solely to one class; (viii) directors' fees incurred as a result of
issues relating to one class; (ix) litigation and other legal expenses relating
to a specific class; (x) fees or expenses incurred as a result of issues
relating to a specific class of shares; (xi) accounting and consulting expenses
relating to a specific class; (xii) any fees imposed pursuant to a non-Rule
12b-1 shareholder services plan that relate to a specific class; and (xiii) any
additional expenses, not including advisory or custodial fees or other expenses
relating to the management of the Funds' assets, if such expenses are actually
incurred in a different amount with respect to a class that are of a different
kind or to a different degree than with respect to one or more other classes..
Expenses in category (i) above must be allocated to the class for which such
expenses are incurred. All other "Class Expenses" listed in categories
(ii)-(xiii) above may be allocated to a class but only if the President and
Chief Financial Officer have determined, subject to Board approval or
ratification, which of such categories of expenses will be treated as Class
Expenses, consistent with applicable legal principles under the Act and the
Internal Revenue Code of 1986, as amended.
Therefore, expenses of a Fund shall be apportioned to each class of
shares depending on the nature of the expense item. Corporate Level Expenses and
Fund Expenses will be allocated among the classes of shares based on their
relative net asset values. Approved Class Expenses shall be allocated to the
particular class to which they are attributable. In addition, certain expenses
may be allocated differently if their method of imposition changes. Thus, if a
Class Expense can no longer be attributed to a class, it shall be charged to a
Fund for allocation among classes, as determined by the Board of Trustees. Any
additional Class Expenses not specifically identified above which are
subsequently identified and determined to be properly allocated to one class of
shares shall not be so allocated until approved by the Board of Trustees of the
Trust in light of the requirements of the Act and the Internal Revenue Code of
1986, as amended.
5. Exchange Privileges. Shares of each class will be permitted to be
exchanged only for shares of a class with the same characteristics in another
Fund of the Trust. All exchange features applicable to each class will be
described in the Prospectus.
6. Conversion Features. Shares of any Class may not be converted into
Shares of another Class. Class B shares will convert automatically to Investor
Class Shares after eight years without the imposition of a front-end load
normally applicable to the Investor Class shares. Subsequent classes of shares
(together with Class B Shares, each a "Converting Class"), may convert into
another class of shares (together with Investor Class Shares, the "Conversion
Class"), subject to such terms as may be approved by the Trustees.
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In the event of any material increase in payments authorized under the
Rule 12b-1 Distribution Plan (or, if presented to shareholders, any material
increase in payments authorized by a non-Rule 12b-1 shareholder services plan)
applicable to any Conversion Class, existing Converting Class shares will not be
permitted to convert into Conversion Class shares unless the Converting Class
shareholders, voting separately as a class, approve the material increase in
such payments. Pending approval of such increase, or if such increase is not
approved, the Trustees shall take such action as is necessary to ensure that
existing Converting Class shares are exchanged or converted into a new class of
shares ("New Conversion Class") identical in all material respects to the
Conversion Class shares as they existed prior to the implementation of the
material increase in payments, no later than the time such shares were scheduled
to convert to the Conversion Class shares. Converting Class shares sold after
the implementation of the fee increase may convert into Conversion Class shares
subject to the higher maximum payment, provided that the material features of
the Conversion Class plan and the relationship of such plan to the Converting
Class shares were disclosed in an effective registration statement.
7. Income, Gains, and Losses. Income and realized and unrealized
capital gains and losses shall be allocated to each class on the basis of the
net asset value of that class in relation to the net asset value of the Fund.
Each Fund may allocate income and realized and unrealized capital gains and
losses to each share based on relative net assets of each class, as permitted by
Rule 18f- 3(c)(2) under the 1940 Act.
8. Responsibilities of the Trustees. On an ongoing basis, the Trustees
will monitor the Trust and each Fund for the existence of any material conflicts
among the interests of the classes of shares. The Trustees shall further monitor
on an ongoing basis the use of waivers or reimbursement by the Fund's investment
adviser and the Distributor of expenses to guard against cross-subsidization
between classes. The Trustees, including a majority of the Trustees who are not
interested persons of the Trust, shall take such action as is reasonably
necessary to eliminate any such conflict that may develop. If a conflict arises,
the investment adviser and Distributor, at their own cost, will remedy such
conflict up to and including establishing one or more new registered management
investment companies.
9. Quarterly and Annual Reports. The Trustees shall receive quarterly
and annual statements concerning all allocated Class Expenses and distribution
and servicing expenditures complying with paragraph (b)(3)(ii) of Rule 12b-1, as
it may be amended from time to time. In the statements, only expenditures
properly attributable to the sale or servicing of a particular class of shares
will be used to justify any distribution or servicing fee or other expenses
charged to that class. Expenditures not related to the sale or servicing of a
particular class shall not be presented to the Trustees to justify any fee
attributable to that class. The statements, including the allocations upon which
they are based, shall be subject to the review and approval of the independent
Trustees in the exercise of their fiduciary duties.
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10. Accounting Methodology. (a) The following procedures shall be
implemented in order to meet the objective of properly allocating income and
expenses among the Funds:
(1) On a daily basis, a fund accountant shall calculate the
Plan Fee to be charged to each 12b-1 class of shares by calculating the average
daily net asset value of such shares outstanding and applying the applicable fee
rate of the respective class to the result of that calculation.
(2) The fund accountant will allocate designated Class
Expenses, if any, to the respective classes.
(3) The fund accountant shall allocate income and Corporate
Level and Fund Expenses among the respective classes of shares based on the net
asset value of each class in relation to the net asset value of the Fund for
Fund Expenses, and in relation to the net asset value of the Trust for Corporate
Level Expenses. These calculations shall be based on net asset values at the
beginning of the day.
(4) The fund accountant shall then complete a worksheet,
developed for purposes of complying with this Section of this Plan, using the
allocated income and expense calculations from Paragraph (3) above, and the
additional fees calculated from Paragraphs (1) and (2) above.
(5) The fund accountant shall develop and use appropriate
internal control procedures to assure the accuracy of its calculations and
appropriate allocation of income and expenses in accordance with this Plan.
11. Waiver or Reimbursement of Expenses. Expenses may be waived or
reimbursed by any adviser to the Trust, by the Trust's underwriter or any other
provider of services to the Trust without the prior approval of the Trust's
Board of Trustees.
12. Effectiveness of Plan. This Plan shall not take effect until it has
been approved by votes of a majority of both (a) the Trustees of the Trust and
(b) those Trustees of the Trust who are not "interested persons" of the Trust
(as defined in the Act) and who have no direct or indirect financial interest in
the operation of this Plan, cast in person at a meeting (or meetings) called for
the purpose of voting on this Plan.
13. Material Modifications. This Plan may not be amended to modify
materially its terms unless such amendment is approved in the manner provided
for initial approval in paragraph 12 hereof.
14. Limitation of Liability. The Trustees of the Trust and the
shareholders of each Fund shall not be liable for any obligations of the Trust
or any Fund under this Plan, and the Distributor or any other person, in
asserting any rights or claims under this Plan, shall look only to the assets
and property of the Trust or such Funds in settlement of such right or claim,
and not to such Trustees or shareholders.
Last Revised: September 8, 1999
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APPENDIX A
TO THE PLAN AMENDED AND RESTATED UNDER RULE 18f-3 OF THE
INVESTMENT COMPANY ACT OF 1940
FOR THE
NEW PROVIDENCE INVESTMENT TRUST
- ----------------------------------------- --------------------------------------
Funds Classes of Shares
----- -----------------
- ----------------------------------------- --------------------------------------
The Wisdom Fund Institutional Class Shares
Investor Class Shares
Class B Shares
Class C Shares
- ----------------------------------------- --------------------------------------
The New Providence Capital Growth Fund No-Load Class Shares
- ----------------------------------------- --------------------------------------
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