MEMORIAL FUNDS
PROSPECTUS
MAY 1, 1999
GOVERNMENT BOND FUND
CORPORATE BOND FUND
GROWTH EQUITY FUND
VALUE EQUITY FUND
INSTITUTIONAL SHARES
Shares of the Funds are offered to investors
without any sales charge or Rule 12b-1 (distribution) fees.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED ANY
FUND'S SHARES OR DETERMINED WHETHER
THIS PROSPECTUS IS ACCURATE OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
RISK/RETURN SUMMARY.......................................... 2
FEE TABLES................................................... 5
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS.................. 7
MANAGEMENT................................................... 10
YOUR ACCOUNT................................................. 12
How to Contact the Funds 12
General Information 12
Buying Shares 13
Selling Shares 15
Exchange Privileges 16
OTHER INFORMATION............................................ 17
FINANCIAL HIGHLIGHTS......................................... 18
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RISK/RETURN SUMMARY
GOVERNMENT BOND FUND
INVESTMENT GOAL High level of income consistent with maximum credit protection
and moderate fluctuation in principal value.
PRINCIPAL INVESTMENT STRATEGY The Fund invests under normal circumstances at
least 90 percent of its total assets in a portfolio of fixed and variable rate
U.S. Government Securities, including zero coupon bonds issued or guaranteed by
the U.S. Treasury and mortgage-backed securities. The Fund invests in securities
with maturities (or average life in the case of mortgage-backed and similar
securities) ranging from overnight to 30 years. The Fund seeks to moderate
fluctuations in the price of its shares by structuring maturities of its
investment portfolio in order to maintain a duration between 75 percent and 125
percent of the duration of the Lehman Brothers Government Bond Index.
CONCEPTS TO UNDERSTAND
A DEBT OR FIXED INCOME SECURITY is a security such as a bond or note
that obligates the issuer to pay the security owner a specified sum of
money at set intervals as well as repay the principal amount of the
security at its maturity
A BOND is a debt security with a long-term maturity, usually 10 years
or longer
MATURITY means the date at which a debt security is due and payable
DURATION is a measure of a security's average life that reflects the
present value of the security's cash flow. Prices of securities with
longer durations will fluctuate more in response to changes in
interest rates
UNITED STATES GOVERNMENT SECURITY is a debt security issued by the
United States or any of its agencies or instrumentalities such as the
Government National Mortgage Association
CORPORATE BOND FUND
INVESTMENT GOAL High level of current income consistent with capital
preservation and prudent investment risk.
PRINCIPAL INVESTMENT STRATEGY The Fund invests under normal circumstances at
least 65 percent of its total assets in corporate bonds. At least 80 percent of
the Fund's total assets will be invested in securities that are rated, at the
time of purchase, in one of the three highest rating categories or are unrated
and determined by its sub-adviser to be of comparable quality. The Fund invests
in securities with maturities (or average life in the case of mortgage-backed
and similar securities) ranging from short-term (including overnight) to 30
years. The Fund seeks to moderate fluctuation in the price of its shares by
structuring maturities of its investment portfolio in order to maintain a
duration between 75 percent and 125 percent of the duration of the Lehman
Brothers Corporate Bond Index.
GROWTH EQUITY FUND
INVESTMENT GOAL Long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGY The Fund uses a "growth investing" style by
investing under normal circumstances at least 65 percent of its total assets in
the securities of domestic companies that its sub-adviser believes have superior
growth potential and fundamental characteristics that are significantly better
than the market average and support internal earnings growth capability. The
Fund only invests in companies that have a minimum market capitalization of $250
million at the time of purchase, and seeks to maintain a minimum average
weighted market capitalization of $5 billion.
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CONCEPT TO UNDERSTAND
GROWTH INVESTING means to invest in stocks of companies that have
exhibited faster than average earnings over the past few years and are
expected to continue to show high levels of profit growth
VALUE EQUITY FUND
INVESTMENT GOAL Long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGY The Fund uses a "value investing" style by
investing under normal circumstances at least 65 percent of its total assets in
the equity securities of domestic companies that its sub-adviser believes are
under-priced relative to comparable securities determined by price/earnings
ratios, cash flows or other measures. The Fund only invests in companies that
have a minimum market capitalization of $250 million at the time of purchase and
seeks to maintain a minimum average weighted market capitalization of $5
billion.
CONCEPTS TO UNDERSTAND
VALUE INVESTING means to invest in stocks whose prices are low
relative to stocks of comparable companies
PRICE/EARNINGS RATIO means the ratio of a company's current market
capitalization divided by the previous 12 months' earnings per share
MARKET CAPITALIZATION of a company means the value of the company's
common stock in the stock market
COMMON STOCK is ownership shares in a corporation that are sold
initially by the corporation and then traded by investors
PRINCIPAL RISKS OF INVESTING IN THE FUNDS
BOND FUNDS. You could lose money on your investment in Government Bond Fund or
Corporate Bond Fund (collectively the "Bond Funds") and either Bond Fund could
under-perform other investments. The principal risks of investing in a Bond Fund
include:
o Each Bond Fund's share price, yield and total return could fluctuate
in response to bond market movements
o The value of most bonds could fall when interest rates rise; the
longer a bond's maturity and the lower its credit quality, the more
its value typically falls
o The default of an issuer could leave the Bond Fund with unpaid
interest or principal. This risk for Corporate Bond Fund is
potentially greater as it can invest in bonds with a lower credit
rating than Government Bond Fund
o The Bond Funds may invest in mortgage-backed and other similar
securities. A decline in interest rates may result in losses in these
securities' values and a reduction in their yields as the holders of
the assets backing the securities prepay their debts
o The sub-adviser's judgment as to the value of a bond proves to be
wrong
EQUITY FUNDS. You could lose money on your investment in Growth Equity Fund or
Value Equity Fund (collectively the "Equity Funds") and either Equity Fund could
under-perform other investments. The principal risks of investing in an Equity
Fund include:
o The stock market goes down
o The stock market continues to undervalue the stocks in an Equity
Fund's portfolio
o The sub-adviser's judgment as to the value of a stock proves to be
wrong
o An Equity Fund's particular investment style falls out of favor with
the market
An investment in a Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency
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WHO MAY WANT TO INVEST IN THE FUNDS
You may want to purchase shares of the Bond Funds if:
o You seek income and more price stability than stocks offer
o You seek capital preservation
o You are pursuing a long-term goal
The Bond Funds may NOT be appropriate for you if:
o You want an investment that pursues market trends or focuses only on
particular sectors or industries
o You are pursuing a short-term goal or investing emergency reserves
You may want to purchase shares of the Equity Funds if:
o You are willing to tolerate significant changes in the value of their
investment
o You are pursuing a long-term goal
o You are willing to accept higher short-term risk
The Equity Funds may NOT be appropriate for you if:
o You want an investment that pursues market trends or focuses only on
particular sectors or industries
o You need regular income or stability of principal
o You are pursuing a short-term goal or investing emergency reserves
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FEE TABLES
The following tables describe the fees and expenses that you will pay if you
invest in a Fund.
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SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases None
Maximum Deferred Sales Charge (Load) None
Maximum Sales Charge (Load) Imposed on Reinvested Distributions None
Redemption Fee None
Exchange Fee None
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ANNUAL FUND OPERATING EXPENSES(1)
(expenses that are deducted from Fund assets)
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GOVERNMENT BOND FUND
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Advisory Fees 0.28%
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Distribution (12b-1) Fees None
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Other Expenses 0.57%
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Shareholder Service Fees 0.12%
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Miscellaneous 0.45%
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TOTAL ANNUAL FUND OPERATING EXPENSES 0.85%
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Fee Waiver and Expense Reimbursement(2) 0.10%
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Net Expenses 0.75%(3)
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CORPORATE BOND FUND
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Advisory Fees 0.29%
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Distribution (12b-1) Fees None
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Other Expenses 0.47%
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Shareholder Service Fees 0.11%
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Miscellaneous 0.36%
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TOTAL ANNUAL FUND OPERATING EXPENSES 0.76%
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Fee Waiver and Expense Reimbursement(2) 0.01%
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Net Expenses 0.75%(3)
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ANNUAL FUND OPERATING EXPENSES(1)
(expenses that are deducted from Fund assets)
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GROWTH EQUITY FUND
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Advisory Fees 0.40%
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Distribution (12b-1) Fees None
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Other Expenses 0.79%
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Shareholder Service Fees 0.10%
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Miscellaneous 0.69%
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TOTAL ANNUAL FUND OPERATING EXPENSES 1.19%
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Fee Waiver and Expense Reimbursement(2) 0.19%
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Net Expenses 1.00%
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VALUE EQUITY FUND
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Advisory Fees 0.40%
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Distribution (12b-1) Fees None
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Other Expenses 0.85%
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Shareholder Service Fees 0.10%
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Miscellaneous 0.75%
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TOTAL ANNUAL FUND OPERATING EXPENSES 1.25%
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Fee Waiver and Expense Reimbursement(2) 0.25%
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Net Expenses 1.00%
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(1) Based on amounts incurred during the Funds' fiscal year as stated
as percentage of net assets.
(2) Based on certain contractual fee waivers and expense
reimbursements that may increase after April 30, 2000.
(3) Restated to reflect correct fees.
The following is a hypothetical example intended to help you compare the cost of
investing in each Fund to the cost of investing in other mutual funds. This
example assumes a $10,000 investment in a Fund, a 5 percent annual return, that
the Fund's operating expenses remain the same as stated in the table above
(before waivers and reimbursements), and reinvestment of all distributions and
redemption at the end of each period. Although your actual costs may be higher
or lower, under these assumptions your costs would be:
<TABLE>
<S> <C> <C> <C> <C>
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GOVERNMENT BOND CORPORATE BOND GROWTH EQUITY VALUE
FUND FUND FUND EQUITY FUND
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After 1 year $87 $78 $121 $128
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After 3 years $273 $243 $378 $398
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INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
GOVERNMENT BOND FUND
INVESTMENT OBJECTIVE
The investment objective of the Fund is to provide a high level of income
consistent with maximum credit protection and moderate fluctuation in principal
value. There is no assurance that the Fund will achieve this objective.
INVESTMENT STRATEGIES
The Fund invests under normal circumstances at least 90 percent of its total
assets in a portfolio of fixed and variable rate U.S. Government Securities,
including zero coupon bonds issued or guaranteed by the U.S. Treasury and
mortgage-backed securities. The Fund may invest up to 10 percent of its total
assets in "investment grade" corporate debt instruments.
The Fund may not invest more than 25 percent of its total assets in the
securities issued or guaranteed by any single agency or instrumentality of the
U.S. Government, except the U.S. Treasury, and may not invest more than 10
percent of its total assets in the securities of any other issuer.
The Fund invests in securities with maturities (or average life in the case of
mortgage-backed and similar securities) ranging from overnight to 30 years. The
Fund seeks to moderate fluctuations in the price of its shares by structuring
maturities of its investment portfolio in order to maintain a duration between
75 percent and 125 percent of the duration of the Lehman Brothers Government
Bond Index.
CORPORATE BOND FUND
INVESTMENT OBJECTIVE
The investment objective of the Fund is to provide as high a level of current
income as is consistent with capital preservation and prudent investment risk.
There is no assurance that the Fund will achieve this objective.
INVESTMENT STRATEGIES
The Fund invests under normal circumstances at least 65 percent of its total
assets in corporate bonds. The Fund may also invest in U.S. Government
securities and mortgage-backed and other similar securities of private issuers.
At least 80 percent of the Fund's net assets will be in securities that are
rated, at the time of purchase, in one of the three highest rating categories by
a nationally recognized statistical rating organization such as Standard and
Poor's or unrated and determined by its sub-adviser to be of comparable quality.
No more than 5 percent of the Fund's total assets will be in securities rated
below investment grade. The Fund's portfolio of corporate debt instruments will
have a minimum weighted average rating of A.
The Fund invests in securities with maturities (or average life in the case of
mortgage-backed and similar securities) ranging from short-term (including
overnight) to 30 years. The Fund seeks to moderate fluctuation in the price of
its shares by structuring maturities of its investment portfolio in order to
maintain a duration between 75 percent and 125 percent of the duration of the
Lehman Brothers Corporate Bond Index.
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GROWTH EQUITY FUND
INVESTMENT OBJECTIVE
The investment objective of the Fund is long-term capital appreciation. There is
no assurance that the Fund will achieve this objective.
INVESTMENT STRATEGIES
The Fund seeks to achieve its objective by investing under normal circumstances
at least 65 percent of its total assets in the common stock of domestic
companies. The Fund only invests in companies having a minimum market
capitalization of $250 million at the time of purchase, and seeks to maintain a
minimum average weighted market capitalization of $5 billion.
The Fund invests in the securities of issuers that its sub-adviser believes have
superior growth potential and fundamental characteristics that are significantly
better than the market average and support internal earnings growth capability.
The Fund may invest in the securities of companies whose growth potential is, in
the sub-adviser's opinion, generally unrecognized or misperceived by the market.
The sub-adviser may also look to changes in a company that involve a sharp
increase in earnings, the hiring of new management or measures taken to close
the gap between the company's share price and takeover/asset value. The Fund may
also invest in preferred stocks and securities convertible into common stock.
The Fund will only purchase convertible securities that, at the time of
purchase, are investment grade securities or, if unrated, are determined by the
sub-adviser to be of comparable quality.
CONCEPTS TO UNDERSTAND
PREFERRED STOCK is stock containing certain rights separate from those
conferred by common stock. Preferred shares seldom carry voting rights
but pay dividends and have liquidation preference over common
shareholders
CONVERTIBLE SECURITY is a security such as preferred stock or bonds
that may be converted into a specified number of shares of common
stock
VALUE EQUITY FUND
INVESTMENT OBJECTIVE
The investment objective of the Fund is long-term capital appreciation. There is
no assurance that the Fund will achieve this objective.
INVESTMENT STRATEGIES
The Fund seeks to attain its objective by investing under normal circumstances
at least 65 percent of its total assets in common stocks of domestic companies.
The Fund only invests in companies having a minimum market capitalization of
$250 million at the time of purchase, and seeks to maintain a minimum average
weighted market capitalization of $5 billion.
Using a value approach, the Fund seeks to invest in stocks that are underpriced
relative to other stocks, determined by price/earnings ratios, cash flows or
other measures. The sub-adviser relies on stock selection to achieve its
results, rather than trying to time market fluctuations. In selecting stocks,
the sub-adviser establishes valuation parameters, by using relative ratios or
target prices to evaluate companies on several levels.
The Fund may also invest in preferred stocks and securities convertible into
common stock. The Fund will only purchase convertible securities that, at the
time of purchase, are investment grade or, are unrated and determined by the
sub-adviser to be of comparable quality.
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INVESTMENT RISKS
GENERALLY
There is no assurance that any Fund will achieve its investment objective, and a
Fund's net asset value and total return will fluctuate based upon changes in the
value of its portfolio securities. Upon redemption, an investment in a Fund may
be worth more or less than its original value. No Fund, by itself, provides a
complete investment program.
All investments made by the Funds have some risk. Among other things, the market
value of any security in which the Funds may invest is based upon the market's
perception of value and not necessarily the book value of an issuer or other
objective measure of the issuer's worth. Certain investments and investment
techniques, however, have additional risks, such as the potential use of
leverage by certain Funds through borrowings, securities lending, and other
investment techniques.
BOND FUNDS. The value of your investment in a Bond Fund may change in response
to changes in interest rates. An increase in interest rates typically causes a
fall in the value of the fixed income securities in which these Funds invest.
Your investment in Corporate Bond Fund is also subject to the risk that the
financial condition of an issuer of a security held by the Fund may cause it to
default or become unable to pay interest or principal due on the security. To
limit this risk, at least 80 percent of Corporate Bond Fund's investments in
corporate debt securities will be in securities rated A or better and the Fund
will maintain a minimum average rating of A. An additional risk is that issuers
will prepay fixed rate securities when interest rates fall, forcing the Fund to
invest in securities with lower interest rates than the prepaid securities. For
a Bond Fund investing in mortgage-backed and similar securities, there is also
the risk that a decline in interest rates may result in holders of the assets
backing the securities to prepay their debts, resulting in potential losses in
these securities' value and yield. Alternatively, rising interest rates may
reduce the amount of prepayments on the assets backing these securities, causing
the Fund's average maturity to rise and increasing the Fund's potential for
losses in value.
EQUITY FUNDS. The Equity Funds may be appropriate investments if you are seeking
long-term growth in your investment, and are willing to tolerate significant
fluctuations in the value of your investment in response to changes in the
market value of the stocks the Funds hold. This type of market movement may
affect the price of the securities of a single issuer, a segment of the domestic
stock market, or the entire market. The investment style for either or both
Equity Funds could fall out of favor with the market. In other words, if
investors lose interest in "growth" stocks, then the net asset value of the
Growth Equity Fund could also decrease. Likewise, if "value" stocks decrease in
value, there could be a corresponding drop in the net asset value of the Value
Equity Fund.
TEMPORARY DEFENSIVE POSITION The Funds may hold cash or cash equivalents such as
high quality money market instruments, pending investment and to retain
flexibility in meeting redemptions and paying expenses. In addition, in order to
respond to adverse market, economic or other conditions, the Funds may assume a
temporary defensive position and invest without limit in these instruments. As a
result, the Funds may be unable to achieve their investment objectives.
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MANAGEMENT
The business of Memorial Funds (the "Trust") and each Fund is managed under the
direction of the Board of Trustees (the "Board"). The Board formulates the
general policies of the Funds and meets periodically to review the Funds'
performance, monitor investment activities and practices, and discuss other
matters affecting the Funds. Additional information regarding the Trustees, as
well as executive officers, may be found in the Statement of Additional
Information ("SAI").
ADVISER
Forum Investment Advisors, LLC (the "Adviser"), Two Portland Square, Portland,
Maine 04101, serves as investment adviser to the Funds. Subject to the general
control of the Board, the Adviser is responsible for among other things,
developing a continuing investment program for each Fund in accordance with its
investment objective, reviewing the investment strategies and policies of each
Fund, and advising the Board on the selection of additional sub-advisers. The
Adviser has entered into investment sub-advisory agreements with the
sub-advisers to exercise investment discretion over the assets (or a portion of
assets) of each Fund. For its services, the Adviser receives an advisory fee at
an annual rate of 0.35 percent of the average daily net assets of Value Equity
Fund and Growth Equity Fund and 0.23 percent of the average daily net assets of
Corporate Bond Fund and Government Bond Fund.
INVESTMENT CONSULTANT
To assist it in carrying out its responsibilities, the Adviser has retained
Wellesley Group, Inc., 800 South Street, Waltham, Massachusetts 02154, to
provide data with which the Adviser and the Board can monitor and evaluate the
performance of the Funds and the sub-advisers.
SUB-ADVISERS/PORTFOLIO MANAGERS
The Adviser has retained the following sub-advisers to render advisory services
and make daily investment decisions for each Fund. The day-to-day management of
each Fund is performed by a portfolio manager employed by each sub-adviser to
that Fund. Each sub-adviser is registered or is exempt from registration as an
investment adviser under the Investment Advisers Act of 1940. The sub-adviser
for each Fund and its portfolio manager's business experience and educational
background follow:
The Northern Trust Company ("NTC"), 50 South LaSalle Street, Chicago, Illinois
60675, manages the portfolio of the Government Bond Fund. NTC presently manages
approximately $236 billion in assets for endowments and foundations,
corporations, public funds and insurance companies. Mr. Monty Memler, CFA, is
the Fund's portfolio manager. He is a Vice President and a senior portfolio
manager for NTC and has been a member of the NTC fixed income team since 1990.
Mr. Memler holds a Masters in Business Administration from the University of
Chicago.
Conseco Capital Management, Inc. ("CCM"), 11825 N. Pennsylvania Street, Carmel,
Indiana 46032, manages the portfolio of the Corporate Bond Fund. CCM presently
manages approximately $35 billion for individuals, corporations, insurance
companies, investment companies, pension plans, trusts, estates, as well as
charitable organizations including foundations and endowments. Mr. Gregory Hahn,
CFA, is the Fund's portfolio manager. He has been a Senior Vice President of CCM
since 1989. Mr. Hahn holds a Masters in Business Administration from Indiana
University.
Davis Hamilton Jackson & Associates, L.P. ("DHJA"), Two Houston Center, 909
Fannin Street, Suite 550, Houston, Texas 77010, manages the portfolio of the
Growth Equity Fund. DHJA currently manages approximately $3.5 billion for
institutions and high net worth individuals and invests primarily in domestic
equity securities. Mr. J. Patrick Clegg, CFA, is the Fund's portfolio manager.
Prior to joining DHJA as a portfolio manager, he was a Principal and Director of
Research at Luther King Capital Management in Fort Worth, Texas from 1991 to
1996. Mr. Clegg holds a Masters in Business Administration from the University
of Texas.
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Beutel, Goodman Capital Management ("BGCM"), 5847 San Felipe, Suite 4500,
Houston, Texas 77057-3011, manages the portfolio of the Value Equity Fund. BGCM
currently manages approximately $1.5 billion in assets. Mr. John Philip Ferguson
is the Fund's portfolio manager. He has served as Vice President and a member of
the Investment Committee of BGCM since 1988. Mr. Ferguson received his Juris
Doctor from the University of Texas Law School.
OTHER SERVICE PROVIDERS
The Forum Financial Group ("Forum") of companies provides various services to
the Funds. As of March 31, 1999, Forum provided administration and distribution
services to investment companies and collective investment funds with assets of
approximately $53 billion.
Forum Fund Services, LLC, a registered broker-dealer and member of the National
Association of Securities Dealers, Inc., is the distributor (principal
underwriter) of the Funds' shares. The distributor acts as the agent of Memorial
Funds in connection with the offering of shares of the Funds. The distributor
may enter into arrangements with banks, broker-dealers or other financial
institutions through which investors may purchase or redeem shares and may, at
its own expense, compensate persons who provide services in connection with the
sale or expected sale of shares of the Funds.
Forum Shareholder Services, LLC (the "Transfer Agent") is the Funds' transfer
agent.
SHAREHOLDER SERVICES PLAN
The Trust has adopted a shareholder services plan permitting the Trust to
compensate financial institutions for acting as shareholder servicing agents for
their customers. Under this plan, the Trust has entered into an agreement with
Memorial Group, Inc., a corporation of which Christopher W. Hamm, the Chairman
of the Board and President of the Trust, is the sole shareholder. Memorial
Group, Inc. performs certain shareholder services not provided by Transfer Agent
and is paid fees at an annual rate of 0.15 percent of the average daily net
assets of the shares of Growth Equity Fund and Value Equity Fund and 0.17
percent of the average daily net assets of the shares of Government Bond Fund
and Corporate Bond Fund owned by investors for which Memorial Group, Inc.
maintains a servicing relationship.
FUND EXPENSES
The Funds pay for all of their expenses. Each Fund's expenses are comprised of
expenses attributable to the particular Fund as well as expenses not
attributable to any particular Fund that are allocated among the Funds. The
Adviser or other service providers may waive all or any portion of their fees,
which are accrued daily and paid monthly. Any waiver would have the effect of
increasing a Fund's performance for the period during which the waiver was in
effect.
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YOUR ACCOUNT
HOW TO CONTACT THE FUNDS
Write to us at:
Memorial Funds
P.O. Box 446
Portland, ME 04112
Telephone us Toll-Free at:
(888) 263-5593
Wire investments (or ACH payments) to us at:
BankBoston Boston, Massachusetts ABA #011000390 For Credit to:
Forum Shareholder Services, LLC
Account # 541-54171
Memorial Funds
(Your Name)
(Your Account Number)
(Your Social Security number or tax identification number)
GENERAL INFORMATION
You pay no sales charge to purchase or sell (redeem) shares of the Funds. The
Funds purchase and sell shares at the net asset value per share or NAV next
calculated after the Transfer Agent receives your purchase request in proper
form. For instance, if the Transfer Agent receives your purchase request in
proper form prior to 4 p.m., your transaction will be priced at that day's NAV.
If the Transfer Agent receives your purchase request after 4 p.m., your
transaction will be priced at the next day's NAV. The Funds will not accept
orders that request a particular day or price for the transaction or any other
special conditions.
The Funds do not issue share certificates.
You will receive annual statements and a confirmation of each transaction. You
should verify the accuracy of all transactions in your account as soon as you
receive your confirmation.
The Funds reserve the right to impose minimum investment amounts and may
temporarily suspend (during unusual market conditions) or discontinue any
service or privilege.
WHEN AND HOW NAV IS DETERMINED. Each Fund calculates its NAV as of the close of
the New York Stock Exchange (normally 4:00 p.m., eastern time) on each weekday
except days when the New York Stock Exchange is closed. The time at which NAV is
calculated may be changed in case of an emergency or if the Exchange closes
early. The Funds' NAV is determined by taking the market value of all securities
owned by the fund (plus all other assets such as cash), subtracting all
liabilities and then dividing the result (net assets) by the number of shares
outstanding. The Funds value securities for which market quotations are readily
available at current market value. If market quotations are not readily
available, the Funds value securities at fair value.
TRANSACTIONS THROUGH THIRD PARTIES. If you invest through a broker or other
financial institution, the policies and fees charged by that institution may be
different than those of the Funds. Banks, brokers, retirement plans and
financial advisers may charge transaction fees and may set different minimum
investments or limitations on buying or selling shares. Consult a representative
of your financial institution or retirement plan for further information.
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BUYING SHARES
All investments must be in U.S. dollars and checks must be drawn on U.S. banks.
CHECKS. For individual or UGMA accounts, the check must be made payable
to "Memorial Funds" or to one or more owners of the account and
endorsed to "Memorial Funds." For all other accounts, the check must be
made payable on its face to "Memorial Funds." No other method of check
payment is acceptable (for instance, you may not pay by travelers
check).
ACH PAYMENT. Instruct your financial institution to make an ACH
(automated clearinghouse) payment to us. These payments typically take
two days. Your financial institution may charge you a fee for this
service.
WIRES. Instruct your financial institution to make a Federal Funds wire
payment to us. Your financial institution may charge you a fee for this
service.
MINIMUM INVESTMENTS. The Funds accept payments in the following minimum amounts:
<TABLE>
<S> <C> <C>
------------------------- --------------------------
MINIMUM INITIAL MINIMUM ADDITIONAL
INVESTMENT INVESTMENT
-------------------------------------- ------------------------- --------------------------
-------------------------------------- ------------------------- --------------------------
Standard Minimums $2,000 None
-------------------------------------- ------------------------- --------------------------
</TABLE>
Management of the Funds may choose to waive the investment minimum.
<TABLE>
<CAPTION>
ACCOUNT REQUIREMENTS
<S> <C>
- ------------------------------------------------------------ ---------------------------------------------------------
TYPE OF ACCOUNT REQUIREMENT
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
INDIVIDUAL, SOLE PROPRIETORSHIP AND JOINT ACCOUNTS o Joint accounts can have two or more owners
Individual accounts are owned by one person, as are sole (tenants)
proprietorship accounts. o Instructions must be signed by all persons
required to sign (you choose who must sign)
exactly as each name appears on the account
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) o Depending on state laws, you can set up a custodial
These custodial accounts provide a way to give money account under the Uniform Gift to Minors
to a child and obtain tax benefits. You can give up to Act or the Uniform Transfers to Minors Act
$10,000 a year per child without paying Federal gift tax. o The trustee must sign instructions in a manner
indicating trustee capacity
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
CORPORATIONS AND PARTNERSHIPS o For corporations, provide a corporate
resolution signed by an authorized person with a
signature guarantee
o For partnerships, provide a certification for
a partnership agreement, or the pages from the
partnership agreement that identify the general
partners
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
TRUSTS o The trust must be established before an
account can be opened
o Provide a certification for trust, or the
pages from the trust document that identify the
trustees
- ------------------------------------------------------------ ---------------------------------------------------------
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
INVESTMENT PROCEDURES
<S> <C>
- ------------------------------------------------------------ ---------------------------------------------------------
TO OPEN AN ACCOUNT TO ADD TO YOUR ACCOUNT
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
BY CHECK BY CHECK
o Call or write us for an account application o Fill out an investment slip from a
o Complete the application confirmation statement Or
o Mail us your application and a check o Write a letter to us
o Write your account number on your check.
BY WIRE o Mail us the slip (or your letter) and a check
o Call or write us for an account application
o Complete the application BY WIRE
o Call us and you will be assigned an account number o Call to notify us of your incoming wire
o Mail us your application o Instruct your bank to wire your money to us
o Instruct your bank to wire your money to us
BY ACH PAYMENT
o Call or write us for an account application
o Complete the application
o Call us and you will be assigned an account number
o Mail us your application
o Make an ACH payment
- ------------------------------------------------------------ ---------------------------------------------------------
</TABLE>
LIMITATIONS ON PURCHASES. The Funds reserve the right to refuse any purchase
(including exchange) request, particularly requests that could adversely affect
the Funds or their operations. This includes those from any individual or group
who, in the Funds' view, are likely to engage in excessive trading (usually
defined as more than four exchanges out of a Fund within a calendar year).
CANCELED OR FAILED PAYMENTS. The Funds accept checks and ACH transfers at full
value subject to collection. If your payment for shares is not received or you
pay with a check or ACH transfer that does not clear, your purchase will be
canceled. You will be responsible for any losses or expenses incurred by the
Funds or the Transfer Agent, and the Funds may redeem shares you own in the
account (or another identically registered account in any Fund) as
reimbursement. The Funds and its agents have the right to reject or cancel any
purchase, exchange, or redemption due to nonpayment.
SELLING SHARES
The Funds process redemption orders promptly and you will generally receive
redemption proceeds within a week. Delays may occur in cases of very large
redemptions, excessive trading or during unusual market conditions. If the Funds
have not yet collected payment for the shares you are selling, however, it may
delay sending redemption proceeds for up to 15 calendar days.
14
<PAGE>
- --------------------------------------------------------------------------------
TO SELL SHARES FROM YOUR ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BY MAIL
o Prepare a written request including:
o Your name(s) and signature(s)
o Your account number
o The Fund name
o The dollar amount or number of shares you want to sell
o How and where to send your proceeds
o Obtain a signature guarantee (if required)
o Obtain other documentation (if required)
o Mail us your request and documentation
BY WIRE
o Wire requests are only available if:
o You have elected wire redemption privileges AND
o Your request is for $5,000 or more
o Call us with your request (if you have elected telephone redemption
privileges - See "By Telephone") OR
o Mail us your request (See "By Mail")
BY TELEPHONE
o Telephone requests are only available if you have elected telephone
redemption privileges.
o Call us with your request
o Provide the following information:
o Your account number
o Exact name(s) in which account is registered
o Additional form of identification
o Your proceeds will be:
o Mailed to you Or
o Wired to you (if you have elected wire redemption privileges - See "By
Wire")
- --------------------------------------------------------------------------------
TELEPHONE REDEMPTION PRIVILEGES. You may only request your shares by telephone
if you elect telephone redemption privileges on your account application or a
separate form. You may be responsible for any fraudulent telephone order as long
as the Transfer Agent takes reasonable measures to verify the order.
WIRE REDEMPTION PRIVILEGES. You may only request your shares by wire if you
elect wire redemption privileges on your account application or a separate form.
The minimum amount you may request by wire is $5,000. If you wish to make your
wire request by telephone, you must also elect telephone redemption privileges.
SIGNATURE GUARANTEE REQUIREMENTS. To protect you and the Funds against fraud,
signatures on certain requests must have a "signature guarantee." For requests
made in writing, a signature guarantee is required for any of the following:
o Redemption of over $50,000 worth of shares
o Changes to a shareholder's record name or address
o Redemption from an account for which the address or account
registration has changed within the last 30 days
o Sending proceeds to any person, address, brokerage firm or bank
account not on record
o Sending proceeds to an account with a different registration (name or
ownership) from yours
o Changes to distribution, telephone requests or exchange option or any
other election in connection with your account
A signature guarantee verifies the authenticity of your signature. You can
obtain one from most banking institutions or securities brokers, but not from a
notary public.
15
<PAGE>
SMALL ACCOUNTS. If the value of your account falls below $2,000, the Funds may
ask you to increase your balance. If the account value is still below $2,000
after 60 days, the Funds may close your account and send you the proceeds. The
Funds will not close your account if it falls below these amounts solely as a
result of a reduction in your account's market value.
REDEMPTION IN KIND. The Funds reserve the right to make redemptions "in kind" --
payment of redemption proceeds in portfolio securities rather than cash --if the
amount requested is large enough to affect Funds operations (for example, if it
represents more than 1 percent of the fund's assets).
LOST ACCOUNTS. The Transfer Agent will consider your account "lost" if
correspondence to your address of record is returned as undeliverable, unless
the Transfer Agent determines your new address. When an account is "lost," all
distributions on the account will be reinvested in additional shares of the
Fund. In addition, the amount of any outstanding (unpaid for six months or more)
checks for distributions that have been returned to the Transfer Agent will be
reinvested and the checks will be canceled.
EXCHANGE PRIVILEGES
You may sell your Fund shares and buy Institutional Shares of any other Fund,
also known as an exchange, by telephone or in writing. You may also exchange
Fund shares for Institutional class shares of Daily Assets Treasury Fund (a
series of the Forum Funds). Because exchanges are treated as a sale and
purchase, they may have tax consequences.
REQUIREMENTS. Exchanges may be made only between identically registered accounts
(name(s), address and taxpayer ID number). There is currently no limit on
exchanges, but the Funds reserve the right to limit exchanges. See "Investment
Procedures - Limitations on Purchases."
- --------------------------------------------------------------------------------
HOW TO EXCHANGE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BY MAIL
o Prepare a written request including:
o Your name(s) and signature(s)
o Your account number
o The names of the funds from which you are exchanging into and out of
o The dollar amount or number of shares you want to sell (and exchange)
o If opening a new account, complete an account application if you are
requesting different shareholder privileges
o Mail us your request and documentation
BY TELEPHONE
o Telephone exchanges are only available if you have elected telephone
redemption privileges
o Call us with your request
o Provide the following information:
o Your account number
o Exact name(s) in which account is registered
o Additional form of identification
- --------------------------------------------------------------------------------
16
<PAGE>
OTHER INFORMATION
DISTRIBUTIONS
Distributions of net investment income are declared daily and paid monthly by
the Bond Funds and are declared and paid quarterly by the Equity Funds. Any net
capital gain realized by a Fund will be distributed at least annually.
All distributions are reinvested in additional shares, unless you elect to
receive distributions in cash. For Federal income tax purposes, distributions
are treated the same whether they are received in cash or reinvested. Shares
become entitled to receive distributions on the day after the shares are issued.
TAXES
Each Fund intends to operate in a manner so that it will not be liable for
Federal income or excise tax.
Distributions of net investment income or short-term capital gain are taxable to
you as ordinary income. Distributions of long-term capital gain are taxable to
you as long-term capital gain regardless of how long you have held your shares.
Distributions may also be subject to state and local taxes.
Distributions of capital gain and the Equity Fund's distribution of net
investment income reduce the net asset value of the Funds' shares by the amount
of the distribution. If you purchase shares prior to these distributions, you
are taxed on the distribution even though the distribution represents a return
of your investment.
The sale or exchange of Fund shares is a taxable transaction for Federal income
tax purposes.
The Funds will mail reports containing information about the Funds'
distributions during the year to you after December 31 of each year.
Consult your tax adviser about the Federal, state and local tax consequences in
your particular circumstances.
ORGANIZATION
Memorial Funds is a Delaware business trust that is registered with the SEC as
an open-end, management investment company (a "mutual fund"). The Funds are
series of Memorial Funds. It is not intended that meetings of shareholders be
held except when required by Federal or Delaware law. All shareholders of each
Fund are entitled to vote at shareholders' meetings unless a matter is
determined to affect only a specific Fund (such as approval of an advisory
agreement for a Fund.) From time to time, large shareholders may control a Fund
or Memorial Funds.
CORE AND GATEWAY(R)
Each Fund may seek to achieve its investment objective by investing all of its
assets in shares of another diversified, open-end management investment company
that has an investment objective and investment policies substantially similar
to that of the Fund.
YEAR 2000
Certain computer systems may not process date-related information properly on
and after January 1, 2000. The Funds' adviser and administrator are addressing
this matter for their systems. The Funds' other service providers have informed
the Funds that they are taking similar measures. This matter, if not corrected,
could adversely affect the services provided to the Funds or the companies in
which the Funds invest and, therefore, could lower the value of your shares.
17
<PAGE>
FINANCIAL HIGHLIGHTS
The following table is intended to help you understand the Funds' Institutional
shares financial performance. Total return in the table represents the rate an
investor would have earned (or lost) on an investment in a Fund (assuming the
reinvestment of all distributions). This information has been audited by KPMG
Peat Marwick LLP. The Funds' financial statements and the auditor's report are
included in the Annual Report, which is available upon request, without charge.
<TABLE>
<S> <C> <C> <C> <C>
GOVERNMENT CORPORATE GROWTH VALUE
BOND FUND BOND FUND EQUITY FUND EQUITY FUND
Year Ended Year Ended Year Ended Year Ended
12/31/98(1) 12/31/98(1) 12/31/98(1) 12/31/98(1)
-------------- -------------- ------------- -------------
SELECTED DATA FOR A SINGLE SHARE
Beginning Net Asset Value $10.00 $10.00 $10.00 $10.00
Income From Investment Operations
Net investment income 0.39 0.43 0.01 0.03
Net gain (loss) on securities (realized and 0.39 0.30 2.09 (0.81)
unrealized)
Total From Investment Operations 0.78 0.73 2.10 (0.78)
Less Distributions
From net investment income (0.39) (0.43) (0.01) (0.03)
From capital gain (0.14) (0.21) (0.60) -
Total Distributions (0.53) (0.64) (0.61) (0.03)
Ending Net Asset Value $10.25 $10.09 $11.49 $9.19
OTHER INFORMATION
Ratios to Average Net Assets:(2)
Expenses 0.73% 0.63% 1.00% 1.00%
Expenses (gross) (3) 0.85% 0.76% 1.19% 1.25%
Net Investment Income 5.05% 5.60% 0.16% 0.59%
Total Return 7.96% 7.50% 20.97% (7.76%)
Portfolio Turnover Rate 113.50% 377.36% 135.38% 36.95%
Net Assets at End of Period (in thousands) $65,676 $137,338 $26,426 $30,670
</TABLE>
(1) Institutional Shares of the Funds commenced operations on the following
dates: Government Bond Fund - March 29, 1998; Corporate Bond Fund - March
25, 1998; Growth Equity Fund - March 29, 1998 and Value Equity Fund - March
29, 1998.
(2) Annualized.
(3) Reflects expense ratio in absence of expense reimbursements and fee
waivers.
18
<PAGE>
<TABLE>
<S> <C>
FOR MORE INFORMATION
The following documents are available free upon request:
GOVERNMENT BOND FUND
ANNUAL/SEMI-ANNUAL REPORTS CORPORATE BOND FUND
Additional information about the Funds' investments is available in the GROWTH EQUITY FUND
Funds' annual and semi-annual reports to shareholders. In each Fund's VALUE EQUITY FUND
annual report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund's performances
during their last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION ("SAI") The SAI provides
more detailed information about the Funds and is
incorporated by reference into this Prospectus.
You can get free copies of both reports and the SAI, request other
information and discuss your questions about the Funds by contacting your
broker or the Funds at:
Memorial Funds
Two Portland Square
Portland, Maine 04101
888-263-5593
You can also review the Funds' reports and SAIs at the Public Reference
Room of the Securities and Exchange Commission. You can get copies, for a
fee, by writing to or calling the following:
Public Reference Room
Securities and Exchange Commission Memorial Funds
Washington, D.C. 20549-6009 P.O. Box 446
Telephone: 800-SEC-0330 Portland, ME 04112
888-263-5593
Free copies are available from the Commission's Internet
website at http://www.sec.gov.
Investment Company Act File No. 811-8529.
</TABLE>
<PAGE>
MEMORIAL FUNDS
PROSPECTUS
MAY 1, 1999
GOVERNMENT BOND FUND
CORPORATE BOND FUND
GROWTH EQUITY FUND
VALUE EQUITY FUND
TRUST SHARES
Shares of the Funds are offered to investors
without any sales charge.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED ANY
FUND'S SHARES OR DETERMINED WHETHER
THIS PROSPECTUS IS ACCURATE OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
RISK/RETURN SUMMARY....................................... 2
FEE TABLES................................................ 5
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS............... 7
MANAGEMENT................................................ 10
YOUR ACCOUNT.............................................. 12
How to Contact the Funds 12
General Information 12
Buying Shares 13
Selling Shares 14
Exchange Privileges 16
Retirement Accounts 16
OTHER INFORMATION......................................... 17
FINANCIAL HIGHLIGHTS...................................... 18
1
<PAGE>
RISK/RETURN SUMMARY
GOVERNMENT BOND FUND
INVESTMENT GOAL High level of income consistent with maximum credit protection
and moderate fluctuation in principal value.
PRINCIPAL INVESTMENT STRATEGY The Fund invests under normal circumstances at
least 90 percent of its total assets in a portfolio of fixed and variable rate
U.S. Government Securities, including zero coupon bonds issued or guaranteed by
the U.S. Treasury and mortgage-backed securities. The Fund invests in securities
with maturities (or average life in the case of mortgage-backed and similar
securities) ranging from overnight to 30 years. The Fund seeks to moderate
fluctuations in the price of its shares by structuring maturities of its
investment portfolio in order to maintain a duration between 75 percent and 125
percent of the duration of the Lehman Brothers Government Bond Index.
CONCEPTS TO UNDERSTAND
A DEBT OR FIXED INCOME SECURITY is a security such as a bond or note
that obligates the issuer to pay the security owner a specified sum of
money at set intervals as well as repay the principal amount of the
security at its maturity
A BOND is a debt security with a long-term maturity, usually 10 years
or longer
MATURITY means the date at which a debt security is due and payable
DURATION is a measure of a security's average life that reflects the
present value of the security's cash flow. Prices of securities with
longer durations will fluctuate more in response to changes in
interest rates
UNITED STATES GOVERNMENT SECURITY is a debt security issued by the
United States or any of its agencies or instrumentalities such as the
Government National Mortgage Association
CORPORATE BOND FUND
INVESTMENT GOAL High level of current income consistent with capital
preservation and prudent investment risk.
PRINCIPAL INVESTMENT STRATEGY The Fund invests under normal circumstances at
least 65 percent of its total assets in corporate bonds. At least 80 percent of
the Fund's total assets will be invested in securities that are rated, at the
time of purchase, in one of the three highest rating categories or are unrated
and determined by its sub-adviser to be of comparable quality. The Fund invests
in securities with maturities (or average life in the case of mortgage-backed
and similar securities) ranging from short-term (including overnight) to 30
years. The Fund seeks to moderate fluctuation in the price of its shares by
structuring maturities of its investment portfolio in order to maintain a
duration between 75 percent and 125 percent of the duration of the Lehman
Brothers Corporate Bond Index.
GROWTH EQUITY FUND
INVESTMENT GOAL Long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGY The Fund uses a "growth investing" style by
investing under normal circumstances at least 65 percent of its total assets in
the securities of domestic companies that its sub-adviser believes have superior
growth potential and fundamental characteristics that are significantly better
than the market average and support internal earnings growth capability. The
Fund only invests in companies that have a minimum market capitalization of $250
million at the time of purchase, and seeks to maintain a minimum average
weighted market capitalization of $5 billion.
CONCEPT TO UNDERSTAND
GROWTH INVESTING means to invest in stocks of companies that have
exhibited faster than average earnings over the past few years and are
expected to continue to show high levels of profit growth
VALUE EQUITY FUND
INVESTMENT GOAL Long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGY The Fund uses a "value investing" style by
investing under normal circumstances at least 65 percent of its total assets in
the equity securities of domestic companies that its sub-adviser believes are
under-priced relative to comparable securities determined by price/earnings
ratios, cash flows or other measures. The Fund only invests in companies that
have a minimum market capitalization of $250 million at the time of purchase and
seeks to maintain a minimum average weighted market capitalization of $5
billion.
2
<PAGE>
CONCEPTS TO UNDERSTAND
VALUE INVESTING means to invest in stocks whose prices are low
relative to stocks of comparable companies
PRICE/EARNINGS RATIO means the ratio of a company's current market
capitalization divided by the previous 12 months' earnings per share
MARKET CAPITALIZATION of a company means the value of the company's
common stock in the stock market
COMMON STOCK is ownership shares in a corporation that are sold
initially by the corporation and then traded by investors
PRINCIPAL RISKS OF INVESTING IN THE FUNDS
BOND FUNDS. You could lose money on your investment in Government Bond Fund or
Corporate Bond Fund (collectively the "Bond Funds") and either Bond Fund could
under-perform other investments. The principal risks of investing in a Bond Fund
include:
o Each Bond Fund's share price, yield and total return could fluctuate
in response to bond market movements
o The value of most bonds could fall when interest rates rise; the
longer a bond's maturity and the lower its credit quality, the more
its value typically falls
o The default of an issuer could leave the Bond Fund with unpaid
interest or principal. This risk for Corporate Bond Fund is
potentially greater as it can invest in bonds with a lower credit
rating than Government Bond Fund
o The Bond Funds may invest in mortgage-backed and similar securities. A
decline in interest rates may result in losses in these securities'
values and a reduction in their yields as the holders of theassets
backing the securities prepay their debts
o The sub-adviser's judgment as to the value of a bond proves to be
wrong
EQUITY FUNDS. You could lose money on your investment in the Growth Equity Fund
or Value Equity Fund (collectively the "Equity Funds"), or either Equity Fund
could under-perform other investments. The principal risks of investing in an
Equity Fund include:
o The stock market goes down
o The stock market continues to undervalue the stocks in an Equity
Fund's portfolio
o The sub-adviser's judgment as to the value of a stock proves to be
wrong
o An Equity Fund's particular investment style falls out of favor with
the market
An investment in a Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency.
3
<PAGE>
WHO MAY WANT TO INVEST IN THE FUNDS
You may want to purchase shares of the Bond Funds if:
o You seek income and more price stability than stocks offer
o You seek capital preservation
o You are pursuing a long-term goal
The Bond Funds may NOT be appropriate for you if:
o You want an investment that pursues market trends or focuses only on
particular sectors or industries
o You are pursuing a short-term goal or investing emergency reserves
You may want to purchase shares of the Equity Funds if :
o You are willing to tolerate significant changes in the value of their
investment
o You are pursuing a long-term goal
o You are willing to accept higher short-term risk
The Equity Funds may NOT be appropriate for you if:
o You want an investment that pursues market trends or focuses only on
particular sectors or industries
o You need regular income or stability of principal
o You are pursuing a short-term goal or investing emergency reserves
4
<PAGE>
FEE TABLES
The following tables describe the fees and expenses that you will pay if you
invest in a Fund.
<TABLE>
<S> <C>
---------------------------------------------------------------------------- -------------------
SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases None
Maximum Deferred Sales Charge (Load) None
Maximum Sales Charge (Load) Imposed on Reinvested Distributions None
Redemption Fee None
Exchange Fee None
---------------------------------------------------------------------------- -------------------
</TABLE>
<TABLE>
<S> <C>
---------------------------------------------------------------------------- -------------------
ANNUAL FUND OPERATING EXPENSES(1)
(expenses that are deducted from Fund assets)
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
GOVERNMENT BOND FUND(2)
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
Advisory Fees 0.29%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
Distribution (12b-1) Fees 0.25%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
Other expenses 0.47%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 1.01%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
CORPORATE BOND FUND(2)
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
Advisory Fees 0.29%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
Distribution (12b-1) Fees 0.25%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
Other Expenses 0.47%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 1.01%
---------------------------------------------------------------------------- -------------------
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
---------------------------------------------------------------------------- -------------------
ANNUAL FUND OPERATING EXPENSES(1)
(expenses that are deducted from Fund assets)
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
GROWTH EQUITY FUND
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
Advisory Fees 0.41%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
Distribution (12b-1) Fees 0.25%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
Other Expenses 1.62%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 2.29%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
Fee Waiver and Expense Reimbursement (3) 1.04%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
Net Expenses 1.25%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
VALUE EQUITY FUND
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
Advisory Fees 0.41%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
Distribution (12b-1) Fees 0.25%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
Other Expenses 1.74%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 2.40%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
Fee Waiver and Expense Reimbursement(3) 1.15%
---------------------------------------------------------------------------- -------------------
---------------------------------------------------------------------------- -------------------
Net Expenses 1.25%
---------------------------------------------------------------------------- -------------------
</TABLE>
(1) Based on amounts incurred during the Funds' fiscal year as stated
as percentage of net assets.
(2) As of May 1, 1999, Trust Shares of this Fund were not being
offered for sale. Operating expenses shown are estimates.
(3) Based on certain contractual fee waivers and expense
reimbursements that may increase after April 30, 2000.
The following is a hypothetical example intended to help you compare the cost of
investing in each Fund to the cost of investing in other mutual funds. This
example assumes a $10,000 investment in a Fund, a 5 percent annual return, that
the Fund's operating expenses remain the same as stated in the table above
(before waivers and reimbursements), and reinvestment of all distributions and
redemption at the end of each period. Although your actual costs may be higher
or lower, under these assumptions your costs would be:
<TABLE>
<S> <C> <C> <C> <C>
---------------- ----------------- ---------------- -----------------
GOVERNMENT CORPORATE BOND GROWTH EQUITY VALUE
BOND FUND FUND FUND EQUITY FUND
------------------- ---------------- ----------------- ---------------- -----------------
------------------- ---------------- ----------------- ---------------- -----------------
After 1 year $103 $103 $233 $243
------------------- ---------------- ----------------- ---------------- -----------------
------------------- ---------------- ----------------- ---------------- -----------------
After 3 years $322 $322 $717 $748
------------------- ---------------- ----------------- ---------------- -----------------
</TABLE>
6
<PAGE>
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
GOVERNMENT BOND FUND
INVESTMENT OBJECTIVE
The investment objective of the Fund is to provide a high level of income
consistent with maximum credit protection and moderate fluctuation in principal
value. There is no assurance that the Fund will achieve this objective.
INVESTMENT STRATEGIES
The Fund invests under normal circumstances at least 90 percent of its total
assets in a portfolio of fixed and variable rate U.S. Government Securities,
including zero coupon bonds issued or guaranteed by the U.S. Treasury and
mortgage-backed securities. The Fund may invest up to 10 percent of its total
assets in "investment grade" corporate debt instruments.
The Fund may not invest more than 25 percent of its total assets in the
securities issued or guaranteed by any single agency or instrumentality of the
U.S. Government, except the U.S. Treasury, and may not invest more than 10
percent of its total assets in the securities of any other issuer.
The Fund invests in securities with maturities (or average life in the case of
mortgage-backed and similar securities) ranging from overnight to 30 years. The
Fund seeks to moderate fluctuations in the price of its shares by structuring
maturities of its investment portfolio in order to maintain a duration between
75 percent and 125 percent of the duration of the Lehman Brothers Government
Bond Index.
CORPORATE BOND FUND
INVESTMENT OBJECTIVE
The investment objective of the Fund is to provide as high a level of current
income as is consistent with capital preservation and prudent investment risk.
There is no assurance that the Fund will achieve this objective.
INVESTMENT STRATEGIES
The Fund invests under normal circumstances at least 65 percent of its total
assets in corporate bonds. The Fund may also invest in U.S. Government
securities and mortgage-backed and other similar securities of private issuers.
At least 80 percent of the Fund's total assets will be in securities that are
rated, at the time of purchase, in one of the three highest rating categories by
a nationally recognized statistical rating organization such as Standard and
Poor's or unrated and determined by its sub-adviser to be of comparable quality.
No more than 5 percent of the Fund's total assets will be in securities rated
below investment grade. The Fund's portfolio of corporate debt instruments will
have a minimum weighted average rating of A.
The Fund invests in securities with maturities (or average life in the case of
mortgage-backed and similar securities) ranging from short-term (including
overnight) to 30 years. The Fund seeks to moderate fluctuation in the price of
its shares by structuring maturities of its investment portfolio in order to
maintain a duration between 75 percent and 125 percent of the duration of the
Lehman Brothers Corporate Bond Index.
GROWTH EQUITY FUND
INVESTMENT OBJECTIVE
The investment objective of the Fund is long-term capital appreciation. There is
no assurance that the Fund will achieve this objective.
INVESTMENT STRATEGIES
The Fund seeks to achieve its objective by investing under normal circumstances
at least 65 percent of its total assets in the common stock of domestic
companies. The Fund only invests in companies having a minimum market
7
<PAGE>
capitalization of $250 million at the time of purchase, and seeks to maintain a
minimum average weighted market capitalization of $5 billion.
The Fund invests in the securities of issuers that its sub-adviser believes have
superior growth potential and fundamental characteristics that are significantly
better than the market average and support internal earnings growth capability.
The Fund may invest in the securities of companies whose growth potential is, in
the sub-adviser's opinion, generally unrecognized or misperceived by the market.
The sub-adviser may also look to changes in a company that involve a sharp
increase in earnings, the hiring of new management or measures taken to close
the gap between the company's share price and takeover/asset value. The Fund may
also invest in preferred stocks and securities convertible into common stock.
The Fund will only purchase convertible securities that, at the time of
purchase, are investment grade securities or, if unrated, are determined by the
sub-adviser to be of comparable quality.
CONCEPTS TO UNDERSTAND
PREFERRED STOCK is stock containing certain rights separate from those
conferred by common stock. Preferred shares seldom carry voting rights
but pay dividends and have liquidation preference over common
shareholders
CONVERTIBLE SECURITY is a security such as preferred stock or bonds
that may be converted into a specified number of shares of common
stock
VALUE EQUITY FUND
INVESTMENT OBJECTIVE
The investment objective of the Fund is long-term capital appreciation. There is
no assurance that the Fund will achieve this objective.
INVESTMENT STRATEGIES
The Fund seeks to attain its objective by investing under normal circumstances
at least 65 percent of its total assets in common stocks of domestic companies.
The Fund only invests in companies having a minimum market capitalization of
$250 million at the time of purchase, and seeks to maintain a minimum average
weighted market capitalization of $5 billion.
Using a value approach, the Fund seeks to invest in stocks that are underpriced
relative to other stocks, determined by price/earnings ratios, cash flows or
other measures. The sub-adviser relies on stock selection to achieve its
results, rather than trying to time market fluctuations. In selecting stocks,
the sub-adviser establishes valuation parameters, by using relative ratios or
target prices to evaluate companies on several levels.
The Fund may also invest in preferred stocks and securities convertible into
common stock. The Fund will only purchase convertible securities that, at the
time of purchase, are investment grade or, are unrated and are determined by the
sub-adviser to be of comparable quality.
INVESTMENT RISKS
GENERALLY
There is no assurance that any Fund will achieve its investment objective, and a
Fund's net asset value and total return will fluctuate based upon changes in the
value of its portfolio securities. Upon redemption, an investment in a Fund may
be worth more or less than its original value. No Fund, by itself, provides a
complete investment program.
All investments made by the Funds have some risk. Among other things, the market
value of any security in which the Funds may invest is based upon the market's
perception of value and not necessarily the book value of an issuer or other
objective measure of the issuer's worth. Certain investments and investment
techniques, however, have additional risks, such as the potential use of
leverage by certain Funds through borrowings, securities lending, and other
investment techniques.
BOND FUNDS. The value of your investment in a Bond Fund may change in response
to changes in interest rates. An increase in interest rates typically causes a
fall in the value of the fixed income securities in which these Funds
8
<PAGE>
invest. Your investment in Corporate Bond Fund is also subject to the risk that
the financial condition of an issuer of a security held by the Fund may cause it
to default or become unable to pay interest or principal due on the security. To
limit this risk, at least 80 percent of Corporate Bond Fund's investments in
corporate debt securities will be in securities rated A or better and the Fund
will maintain a minimum average rating of A. An additional risk is that issuers
will prepay fixed rate securities when interest rates fall, forcing the Fund to
invest in securities with lower interest rates than the prepaid securities. For
a Bond Fund investing in mortgage-backed and similar securities, there is also
the risk that a decline in interest rates may result in holders of the assets
backing the securities to prepay their debts, resulting in potential losses in
these securities' values and yield. Alternatively, rising interest rates may
reduce the amount of prepayments on the assets backing these securities, causing
the Fund's average maturity to rise and increasing the Fund's potential for
losses in value.
EQUITY FUNDS. The Equity Funds may be appropriate investments if you are seeking
long-term growth in your investment, and are willing to tolerate significant
fluctuations in the value of your investment in response to changes in the
market value of the stocks the Funds hold. This type of market movement may
affect the price of the securities of a single issuer, a segment of the domestic
stock market, or the entire market. The investment style for either or both
Equity Funds could fall out of favor with the market. In other words, if
investors lose interest in "growth" stocks, then the net asset value of the
Growth Equity Fund could also decrease. Likewise, if "value" stocks decrease in
value, there could be a corresponding drop in the net asset value of the Value
Equity Fund.
TEMPORARY DEFENSIVE POSITION The Funds may hold cash or cash equivalents such as
high quality money market instruments, pending investment and to retain
flexibility in meeting redemptions and paying expenses. In addition, in order to
respond to adverse market, economic or other conditions, the Funds may assume a
temporary defensive position and invest without limit in these instruments. As a
result, the Funds may be unable to achieve their investment objectives.
9
<PAGE>
MANAGEMENT
The business of Memorial Funds (the "Trust") and each Fund is managed under the
direction of the Board of Trustees (the "Board"). The Board formulates the
general policies of the Funds and meets periodically to review the Funds'
performance, monitor investment activities and practices, and discuss other
matters affecting the Funds. Additional information regarding the Trustees, as
well as executive officers, may be found in the Statement of Additional
Information ("SAI").
ADVISER
Forum Investment Advisors, LLC (the "Adviser"), Two Portland Square, Portland,
Maine 04101, serves as investment adviser to the Funds. Subject to the general
control of the Board, the Adviser is responsible for among other things,
developing a continuing investment program for each Fund in accordance with its
investment objective, reviewing the investment strategies and policies of each
Fund, and advising the Board on the selection of additional sub-advisers. The
Adviser has entered into investment sub-advisory agreements with the
sub-advisers to exercise investment discretion over the assets (or a portion of
assets) of each Fund. For its services, the Adviser receives an advisory fee at
an annual rate of 0.35 percent of the average daily net assets of Value Equity
Fund and Growth Equity Fund and 0.23 percent of the average daily net assets of
Corporate Bond Fund and Government Bond Fund.
INVESTMENT CONSULTANT
To assist it in carrying out its responsibilities, the Adviser has retained
Wellesley Group, Inc., 800 South Street, Waltham, Massachusetts 02154, to
provide data with which the Adviser and the Board can monitor and evaluate the
performance of the Funds and the sub-advisers.
SUB-ADVISERS/PORTFOLIO MANAGERS
The Adviser has retained the following sub-advisers to render advisory services
and make daily investment decisions for each Fund. The day-to-day management of
each Fund is performed by a portfolio manager employed by each sub-adviser to
that Fund. Each sub-adviser is registered or is exempt from registration as an
investment adviser under the Investment Advisers Act of 1940. The sub-adviser
for each Fund and its portfolio manager's business experience and educational
background follow:
The Northern Trust Company ("NTC"), 50 South LaSalle Street, Chicago, Illinois
60675, manages the portfolio of the Government Bond Fund. NTC presently manages
approximately $236 billion in assets for endowments and foundations,
corporations, public funds and insurance companies. Mr. Monty Memler, CFA, is
the Fund's portfolio manager. He is a Vice President and a senior portfolio
manager for NTC and has been a member of the NTC fixed income team since 1990.
Mr. Memler holds a Masters in Business Administration from the University of
Chicago.
Conseco Capital Management, Inc. ("CCM"), 11825 N. Pennsylvania Street, Carmel,
Indiana 46032, manages the portfolio of the Corporate Bond Fund. CCM presently
manages approximately $35 billion for individuals, corporations, insurance
companies, investment companies, pension plans, trusts, estates, as well as
charitable organizations including foundations and endowments. Mr. Gregory Hahn,
CFA, is the Fund's portfolio manager. He has been a Senior Vice President of CCM
since 1989 Mr. Hahn holds a Masters in Business Administration from Indiana
University.
Davis Hamilton Jackson & Associates, L.P. ("DHJA"), Two Houston Center, 909
Fannin Street, Suite 550, Houston, Texas 77010, manages the portfolio of the
Growth Equity Fund. DHJA currently manages approximately $3.5 billion for
institutions and high net worth individuals and invests primarily in domestic
equity securities. Mr. J. Patrick Clegg, CFA, is the Fund's portfolio manager.
Prior to joining DHJA as a portfolio manager, he was a Principal and Director of
Research at Luther King Capital Management in Fort Worth, Texas from 1991 to
1996. Mr. Clegg holds a Masters in Business Administration from the University
of Texas.
10
<PAGE>
Beutel, Goodman Capital Management ("BGCM"), 5847 San Felipe, Suite 4500,
Houston, Texas 77057-3011, manages the portfolio of the Value Equity Fund. BGCM
currently manages approximately $1.5 billion in assets. Mr. John Philip
Ferguson, is the Fund's portfolio manager. He has served as Vice President and a
member of the Investment Committee of BGCM since 1988. Mr. Ferguson received his
Juris Doctor from the University of Texas Law School.
OTHER SERVICE PROVIDERS
The Forum Financial Group ("Forum") of companies provides various services to
the Funds. As of March 31, 1999, Forum provided administration and distribution
services to investment companies and collective investment funds with assets of
approximately $53 billion.
Forum Fund Services, LLC, ("FFS") a registered broker-dealer and member of the
National Association of Securities Dealers, Inc., is the distributor (principal
underwriter) of the Funds' shares. The distributor acts as the agent of Memorial
Funds in connection with the offering of shares of the Funds. The distributor
may enter into arrangements with banks, broker-dealers or other financial
institutions through which investors may purchase or redeem shares and may, at
its own expense, compensate persons who provide services in connection with the
sale or expected sale of shares of the Funds.
Forum Shareholder Services, LLC (the "Transfer Agent") is the Funds' transfer
agent.
DISTRIBUTION EXPENSES
Each Fund has a distribution plan adopted under SEC Rule 12b-1 that allows the
Fund to pay asset-based sales charges or distribution fees for the distribution
and sale of its shares. These fees are charged at an annual rate of 0.25 percent
of the average daily net assets of each Fund. Because these fees are paid out of
a Fund's assets on an on-going basis, over time these fees will increase the
cost of your investment and may cost you more than paying other types of sales
charges. These fees are paid to Memorial Group, Inc., a corporation of which
Christopher W. Hamm, the Chairman of the Board and President of the Trust, is
the sole shareholder.
FUND EXPENSES
The Funds pay for all of their expenses. Each Fund's expenses are comprised of
expenses attributable to the particular Fund as well as expenses not
attributable to any particular Fund that are allocated among the Funds. The
Adviser or other service providers may waive all or any portion of their fees,
which are accrued daily and paid monthly. Any waiver would have the effect of
increasing a Fund's performance for the period during which the waiver was in
effect.
11
<PAGE>
YOUR ACCOUNT
HOW TO CONTACT THE FUNDS
Write to us at:
Memorial Funds
P.O. Box 446
Portland, ME 04112
Telephone us Toll-Free at:
(888) 263-5593
Wire investments (or ACH payments) to us at:
BankBoston
Boston, Massachusetts
ABA #011000390
For Credit to:
Forum Shareholder Services, LLC
Account # 541-54171
Memorial Funds
(Your Name)
(Your Account Number)
(Your Social Security number or tax identification number)
GENERAL INFORMATION
You pay no sales charge to purchase or sell shares of the Funds. The Funds
purchase and sell (or redeem) shares at the net asset value per share or NAV
next calculated after the Transfer Agent receives your purchase request in
proper form. For instance, if the Transfer Agent receives your purchase request
in proper form prior to 4 p.m., your transaction will be priced at that day's
NAV. If the Transfer Agent receives your purchase request after 4 p.m., your
transaction will be priced at the next day's NAV. The Funds will not accept
orders that request a particular day or price for the transaction or any other
special conditions.
The Funds do not issue share certificates.
You will receive annual statements and a confirmation of each transaction. You
should verify the accuracy of all transactions in your account as soon as you
receive your confirmation.
The Funds reserve the right to impose minimum investment amounts and may
temporarily suspend (during unusual market conditions) or discontinue any
service or privilege.
WHEN AND HOW NAV IS DETERMINED. Each Fund calculates its NAV as of the close of
the New York Stock Exchange (normally 4:00 p.m., eastern time) on each weekday
except days when the New York Stock Exchange is closed. The time at which NAV is
calculated may be changed in case of an emergency or if the Exchange closes
early. The Funds' NAV is determined by taking the market value of all securities
owned by the Fund (plus all other assets such as cash), subtracting all
liabilities and then dividing the result (net assets) by the number of shares
outstanding. The Funds value securities for which market quotations are readily
available at current market value. If market quotations are not readily
available, the Funds value securities at fair value.
TRANSACTIONS THROUGH THIRD PARTIES If you invest through a broker or other
financial institution, the policies and fees charged by that institution may be
different than those of the Funds. Banks, brokers, retirement plans and
financial advisers may charge transaction fees and may set different minimum
investments or limitations on buying or selling shares. Consult a representative
of your financial institution or retirement plan for further information.
12
<PAGE>
BUYING SHARES
All investments must be in U.S. dollars and checks must be drawn on U.S. banks.
CHECKS. For individual or UGMA accounts, the check must be made payable
to "Memorial Funds" or to one or more owners of the account and
endorsed to "Memorial Funds." For all other accounts, the check must be
made payable on its face to "Memorial Funds." No other method of check
payment is acceptable (for instance, you may not pay by travelers check
).
ACH PAYMENT. Instruct your financial institution to make an ACH
(automated clearinghouse) payment to us. These payments typically take
two days. Your financial institution may charge you a fee for this
service.
WIRES. Instruct your financial institution to make a Federal Funds wire
payment to us. Your financial institution may charge you a fee for this
service.
MINIMUM INVESTMENTS. The Funds accept payments in the following minimum amounts:
<TABLE>
<S> <C> <C>
------------------------- --------------------------
MINIMUM INITIAL MINIMUM ADDITIONAL
INVESTMENT INVESTMENT
-------------------------------------- ------------------------- --------------------------
-------------------------------------- ------------------------- --------------------------
Standard Minimums $5,000 $100
-------------------------------------- ------------------------- --------------------------
-------------------------------------- ------------------------- --------------------------
Traditional and Roth IRA Accounts $2,000 $100
-------------------------------------- ------------------------- --------------------------
-------------------------------------- ------------------------- --------------------------
Electronic Fund Transfers $2,000 $100
Automatic Investment Plans $2,000 $100
-------------------------------------- ------------------------- --------------------------
</TABLE>
Management of the Funds may choose to waive the investment minimums.
<TABLE>
<CAPTION>
ACCOUNT REQUIREMENTS
<S> <C>
- ------------------------------------------------------------ ---------------------------------------------------------
TYPE OF ACCOUNT REQUIREMENT
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
INDIVIDUAL, SOLE PROPRIETORSHIP AND JOINT ACCOUNTS o Joint accounts can have two or more owners
Individual accounts are owned by one person, as are sole (tenants)
proprietorship accounts. o Instructions must be signed by all persons
required to sign (you choose who must sign)
exactly as each name appears on the account
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) o Depending on state laws, you can set up a custodial
These custodial accounts provide a way to give money account under the Uniform Gift to Minors
to a child and obtain tax benefits. You can give up to Act or the Uniform Transfers to Minors Act
$10,000 a year per child without paying Federal gift tax. o The trustee must sign instructions in a manner
indicating trustee capacity
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
CORPORATIONS AND PARTNERSHIPS o For corporations, provide a corporate
resolution signed by an authorized person with a
signature guarantee
o For partnerships, provide a certification for
a partnership agreement, or the pages from the
partnership agreement that identify the general
partners
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
TRUSTS o The trust must be established before an
account can be opened
o Provide a certification for trust, or the
pages from the trust document that identify the
trustees
- ------------------------------------------------------------ ---------------------------------------------------------
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
INVESTMENT PROCEDURES
<S> <C>
- ------------------------------------------------------------ ---------------------------------------------------------
TO OPEN AN ACCOUNT TO ADD TO YOUR ACCOUNT
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
BY CHECK BY CHECK
o Call or write us for an account application o Fill out an investment slip from a
o Complete the application confirmation statement Or
o Mail us your application and a check o Write a letter to us
o Write your account number on your check.
BY WIRE o Mail us the slip (or your letter) and a check
o Call or write us for an account application
o Complete the application BY WIRE
o Call us and you will be assigned an account number o Call to notify us of your incoming wire
o Mail us your application o Instruct your bank to wire your money to us
o Instruct your bank to wire your money to us
BY ACH PAYMENT
o Call or write us for an account application BY AUTOMATIC INVESTMENT
o Complete the application o Call or write us for an "Automatic Investment"
o Call us and you will be assigned an account number form
o Mail us your application o Complete the form
o Make an ACH payment o Attach a voided check to your form
o Mail us the form and the voided check
- ------------------------------------------------------------ ---------------------------------------------------------
</TABLE>
AUTOMATIC INVESTMENTS. You may invest a specified amount of money in the Funds
once or twice a month on specified dates. These payments are taken from your
bank account by ACH payment. Automatic investments must be for at least $100.
LIMITATIONS ON PURCHASES. The Funds reserve the right to refuse any purchase
(including exchange) request, particularly requests that could adversely affect
the Funds or their operations. This includes those from any individual or group
who, in the Funds' view, are likely to engage in excessive trading (usually
defined as more than four exchanges out of a Fund within a calendar year).
CANCELED OR FAILED PAYMENTS. The Funds accept checks and ACH transfers at full
value subject to collection. If your payment for shares is not received or you
pay with a check or ACH transfer that does not clear, your purchase will be
canceled. You will be responsible for any losses or expenses incurred by the
Funds or the Transfer Agent, and the Funds may redeem shares you own in the
account (or another identically registered account in any Fund) as
reimbursement. The Funds and its agents have the right to reject or cancel any
purchase, exchange, or redemption due to nonpayment.
SELLING SHARES
The Funds process redemption orders promptly and you will generally receive
redemption proceeds within a week. Delays may occur in cases of very large
redemptions, excessive trading or during unusual market conditions. If the Funds
have not yet collected payment for the shares you are selling, however, it may
delay sending redemption proceeds for up to 15 calendar days.
14
<PAGE>
- --------------------------------------------------------------------------------
TO SELL SHARES FROM YOUR ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BY MAIL
o Prepare a written request including:
o Your name(s) and signature(s)
o Your account number
o The Fund name
o The dollar amount or number of shares you want to sell
o How and where to send your proceeds
o Obtain a signature guarantee (if required)
o Obtain other documentation (if required)
o Mail us your request and documentation
BY WIRE
o Wire requests are only available if:
o You have elected wire redemption privileges AND
o Your request is for $5,000 or more
o Call us with your request (if you have elected telephone redemption
privileges - See "By Telephone") OR
o Mail us your request (See "By Mail")
BY TELEPHONE
o Telephone requests are only available if you have elected telephone
redemption privileges
o Call us with your request
o Provide the following information:
o Your account number
o Exact name(s) in which account is registered
o Additional form of identification
o Your proceeds will be:
o Mailed to you Or
o Wired to you (if you have elected wire redemption privileges - See "By
Wire")
AUTOMATICALLY
o Call or write us for an "Automatic Redemption" form
o Attach a voided check to your form
o Mail us your form with the voided check
- --------------------------------------------------------------------------------
TELEPHONE REDEMPTION PRIVILEGES. You may only request your shares by telephone
if you elect telephone redemption privileges on your account application or a
separate form. You may be responsible for any fraudulent telephone order as long
as the Transfer Agent takes reasonable measures to verify the order.
WIRE REDEMPTION PRIVILEGES. You may only request your shares by wire if you
elect wire redemption privileges on your account application or a separate form.
The minimum amount you may request by wire is $5,000. If you wish to make your
wire request by telephone, you must also elect telephone redemption privileges.
AUTOMATIC REDEMPTION. You may request a specified amount of money from your
account once a month on a specified date. These payments are sent from your
account to a designated bank account by ACH payment. Automatic requests must be
for at least $100.
SIGNATURE GUARANTEE REQUIREMENTS. To protect you and the Funds against fraud,
signatures on certain requests must have a "signature guarantee." For requests
made in writing, a signature guarantee is required for any of the following:
o Redemption of over $50,000 worth of shares
o Changes to a shareholder's record name or address
o Redemption from an account for which the address or account
registration has changed within the last 30 days
o Sending proceeds to any person, address, brokerage firm or bank
account not on record
o Sending proceeds to an account with a different registration
(name or ownership) from yours
15
<PAGE>
o Changes to automatic investment or redemption, distribution,
telephone requests or exchange option or any other election in
connection with your account
A signature guarantee verifies the authenticity of your signature. You can
obtain one from most banking institutions or securities brokers, but not from a
notary public.
SMALL ACCOUNTS. If the value of your account falls below $2,000, the Funds may
ask you to increase your balance. If the account value is still below $2,000
after 60 days, the Funds may close your account and send you the proceeds. The
Funds will not close your account if it falls below these amounts solely as a
result of a reduction in your account's market value.
REDEMPTION IN KIND. The Funds reserve the right to make redemptions "in kind" --
payment of redemption proceeds in portfolio securities rather than cash --if the
amount requested is large enough to affect Funds operations (for example, if it
represents more than 1 percent of the fund's assets).
LOST ACCOUNTS. The Transfer Agent will consider your account "lost" if
correspondence to your address of record is returned as undeliverable, unless
the Transfer Agent determines your new address. When an account is "lost," all
distributions on the account will be reinvested in additional shares of the
Fund. In addition, the amount of any outstanding (unpaid for six months or more)
checks for distributions that have been returned to the Transfer Agent will be
reinvested and the checks will be canceled.
EXCHANGE PRIVILEGES
You may sell your Fund shares and buy Trust Shares of any other Fund, also known
as an exchange, by telephone or in writing. You may also exchange Fund shares
for Institutional Service class shares of Daily Assets Government Fund (a series
of the Forum Funds). Because exchanges are treated as a sale and purchase, they
may have tax consequences.
REQUIREMENTS. Exchanges may be made only between identically registered accounts
(name(s), address and taxpayer ID number). There is currently no limit on
exchanges, but the Funds reserve the right to limit exchanges. See "Investment
Procedures - Limitations on Purchases."
- --------------------------------------------------------------------------------
HOW TO EXCHANGE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BY MAIL
o Prepare a written request including:
o Your name(s) and signature(s)
o Your account number
o The names of the funds from which you are exchanging into and out of
o The dollar amount or number of shares you want to sell (and exchange)
o If opening a new account, complete an account application if you are
requesting different shareholder privileges
o Mail us your request and documentation
BY TELEPHONE
o Telephone exchanges are only available if you have elected telephone
redemption privileges
o Call us with your request
o Provide the following information:
o Your account number
o Exact name(s) in which account is registered
o Additional form of identification
- --------------------------------------------------------------------------------
RETIREMENT ACCOUNTS
The Funds offer IRA accounts, including traditional and Roth IRAs. Before
investing in any IRA or other retirement plan, you should consult your tax
advisors. Whenever making an investment in an IRA, be sure to indicate the year
in which the contribution is made.
16
<PAGE>
OTHER INFORMATION
DISTRIBUTIONS
Distributions of net investment income are declared daily and paid monthly by
the Bond Funds and are declared and paid quarterly by the Equity Funds. Any net
capital gain realized by a Fund will be distributed at least annually.
All distributions are reinvested in additional shares, unless you elect to
receive distributions in cash. For Federal income tax purposes, distributions
are treated the same whether they are received in cash or reinvested. Shares
become entitled to receive distributions on the day after the shares are issued.
TAXES
Each Fund intends to operate in a manner so that it will not be liable for
Federal income or excise tax.
Distributions of net investment income or short-term capital gain are taxable to
you as ordinary income. Distributions of long-term capital gain are taxable to
you as long-term capital gain regardless of how long you have held your shares.
Distributions may also be subject to state and local taxes.
Distributions of capital gain and the Equity Fund's distribution of net
investment income reduce the net asset value of the Funds' shares by the amount
of the distribution. If you purchase shares prior to these distributions, you
are taxed on the distribution even though the distribution represents a return
of your investment.
The sale or exchange of Fund shares is a taxable transaction for Federal income
tax purposes.
The Funds will mail reports containing information about the Funds'
distributions during the year to you after December 31 of each year.
Consult your tax adviser about the Federal, state and local tax consequences in
your particular circumstances.
ORGANIZATION
Memorial Funds is a Delaware business trust that is registered with the SEC as
an open-end, management investment company (a "mutual fund"). The Funds are
series of Memorial Funds. It is not intended that meetings of shareholders be
held except when required by Federal or Delaware law. All shareholders of each
Fund are entitled to vote at shareholders' meetings unless a matter is
determined to affect only a specific Fund (such as approval of an advisory
agreement for a Fund.) From time to time, large shareholders may control a Fund
or Memorial Funds.
CORE AND GATEWAY(R)
Each Fund may seek to achieve its investment objective by investing all of its
assets in shares of another diversified, open-end management investment company
that has an investment objective and investment policies substantially similar
to that of the Fund.
YEAR 2000
Certain computer systems may not process date-related information properly on
and after January 1, 2000. The Funds' adviser and administrator are addressing
this matter for their systems. The Funds' other service providers have informed
the Funds that they are taking similar measures. This matter, if not corrected,
could adversely affect the services provided to the Funds or the companies in
which the Funds invest and, therefore, could lower the value of your shares.
17
<PAGE>
FINANCIAL HIGHLIGHTS
The following table is intended to help you understand the Funds' Trust shares
financial performance. This table includes information for Institutional shares
of Corporate Bond Fund and Government Bond Fund because as of December 31, 1998,
Trust shares of the Bond Funds were not offered for sale. Total return in the
table represents the rate an investor would have earned (or lost) on an
investment in a Fund (assuming the reinvestment of all distributions). This
information has been audited by KPMG Peat Marwick LLP. The Funds' financial
statements and the auditor's report are included in the Annual Report, which is
available upon request, without charge.
<TABLE>
<S> <C> <C> <C> <C>
GROWTH VALUE EQUITY GOVERNMENT CORPORATE
EQUITY FUND FUND BOND FUND BOND FUND
Year Ended Year Ended Year Ended Year Ended
12/31/98(1) 12/31/98(1) 12/31/98(1) 12/31/98(1)
------------- --------------- -------------- --------------
Trust Shares Trust Shares Institutional Institutional
Shares Shares
SELECTED DATA FOR A SINGLE SHARE
Beginning Net Asset Value $10.00 $10.00 $10.00 $10.00
Income From Investment Operations
Net investment income 0.01 0.02 0.39 0.43
Net gain (loss) on securities (realized 2.05 (0.83) 0.39 0.30
and unrealized)
Total From Investment Operations 2.06 (0.81) 0.78 0.73
Less Distributions
From net investment income (0.01) (0.03) (0.39) (0.43)
From capital gain (0.60) - (0.14) (0.21)
Total Distributions (0.61) (0.03) (0.53) (0.64)
Ending Net Asset Value $11.45 $9.16 $10.25 $10.09
OTHER INFORMATION
Ratios to Average Net Assets(2):
Expenses 1.25% 1.25% 0.73% 0.63%
Expenses (gross) (3) 2.29% 2.40% 0.85% 0.76%
Net Investment Income 0.14% 0.34% 5.05% 5.60%
Total Return 20.57% (8.06%) 7.96% 7.50%
Portfolio Turnover Rate 135.38% 36.95% 113.50% 377.36%
Net Assets at End of Period (in thousands) $373 $304 $65,676 $137,338
</TABLE>
(1) Trust Shares of the Equity Funds commenced operations on the following
dates: Growth Equity Fund - March 29, 1998 and Value Equity Fund - March
29, 1998; Institutional Shares of the Bond Funds commenced operations on
the following dates: Government Bond Fund - March 29, 1998; Corporate Bond
Fund March 25, 1998.
(2) Annualized.
(3) Reflects expense ratio in absence of expense reimbursements and fee
waivers.
18
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<TABLE>
<S> <C>
FOR MORE INFORMATION
The following documents are available free upon request:
GOVERNMENT BOND FUND
ANNUAL/SEMI-ANNUAL REPORTS CORPORATE BOND FUND
Additional information about the Funds' investments is available in the GROWTH EQUITY FUND
Funds' annual and semi-annual reports to shareholders. In each Fund's VALUE EQUITY FUND
annual report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund's performances
during their last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION ("SAI") The SAI provides
more detailed information about the Funds and is
incorporated by reference into this Prospectus.
You can get free copies of both reports and the SAI, request other
information and discuss your questions about the Funds by contacting your
broker or the Funds at:
Memorial Funds
Two Portland Square
Portland, Maine 04101
888-263-5593
You can also review the Funds' reports and SAIs at the Public Reference
Room of the Securities and Exchange Commission. You can get copies, for
a fee, by writing to or calling the following:
Public Reference Room
Securities and Exchange Commission Memorial Funds
Washington, D.C. 20549-6009 P.O. Box 446
Telephone: 800-SEC-0330 Portland, ME 04112
888-263-5593
Free copies are available from the Commission's Internet
website at http://www.sec.gov.
Investment Company Act File No. 811-8529.
</TABLE>
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1999
MEMORIAL FUNDS
GOVERNMENT BOND FUND
CORPORATE BOND FUND
GROWTH EQUITY FUND
VALUE EQUITY FUND
FUND INFORMATION:
Memorial Funds
Two Portland Square
Portland, Maine 04101
(888) 263-5593
INVESTMENT ADVISER:
Forum Investment Advisors, LLC
Two Portland Square
Portland, Maine 04101
ACCOUNT INFORMATION AND SHAREHOLDER SERVICES:
Forum Shareholder Services, LLC
P.O. Box 446
Portland, Maine 04112
(888) 263-5593
This Statement of Additional Information or SAI supplements the
Prospectuses dated May 1, 1999, as may be amended from time to time, offering
Trust Shares and Institutional Shares of Government Bond Fund, Corporate Bond
Fund, Growth Equity Fund and Value Equity Fund (the "Funds"). This SAI is not a
prospectus and should only be read in conjunction with a prospectus. The
Prospectuses may be obtained, without charge, by contacting shareholder services
at the address or telephone number listed above.
Financial Statements for the Funds for the year ended December 31,
1998, included in the Annual Report to shareholders, are incorporated into this
SAI by reference. Copies of the Annual Report may be obtained, without charge,
upon request by contacting shareholder services at the address or telephone
number listed above.
<PAGE>
TABLE OF CONTENTS
Glossary ...................................................... 3
1. Investment Policies and Risks.................................. 4
2. Investment Limitations......................................... 14
3. Performance Data and Advertising............................... 16
4. Management..................................................... 20
5. Portfolio Transactions......................................... 28
6. Additional Purchase and Redemption Information................. 31
7. Taxation ...................................................... 33
8. Other Matters.................................................. 37
Appendix A - Description of Securities Ratings.......................... A-1
Appendix B - Miscellaneous Tables....................................... B-1
Appendix C - Performance Data........................................... C-1
2
<PAGE>
GLOSSARY
"Adviser" means Forum Investment Advisors, LLC
"Board" means the Board of Trustees of the Trust.
"CFTC" means the U.S. Commodities Futures Trading Commission.
"Code" means the Internal Revenue Code of 1986, as amended.
"Custodian" means the custodian of each Fund's assets.
"FAdS" means Forum Administrative Services, LLC, administrator of each
Fund.
"FAcS" means Forum Accounting Services, LLC, the fund accountant of
each Fund.
"FFS" means Forum Fund Services, LLC, distributor of each Fund's
shares.
"Fitch" means Fitch IBCA, Inc.
"Fund" means each of the separate series of the Trust to which this SAI
relates as identified on the cover page.
"Moody's" means Moody's Investors Service.
"NAV" means net asset value.
"NRSRO" means a nationally recognized statistical rating organization.
"SEC" means the U.S. Securities and Exchange Commission.
"S&P" means Standard & Poor's.
"Stock Index Futures" means futures contracts that relate to broadly
based stock indices.
"Subadviser" means The Northern Trust Company, Conseco Capital
Management, Inc., Davis Hamilton Jackson & Associates, L.P. or Beutel,
Goodman Capital Management, as appropriate.
"Transfer Agent" means Forum Shareholder Services, LLC, the transfer
agent and distribution disbursing agent of each Fund.
"Trust" means Memorial Funds
"U.S. Government Securities" means obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities.
"U.S. Treasury Securities" means obligations issued or guaranteed by
the U.S. Treasury.
"1933 Act" means the Securities Act of 1933, as amended.
"1940 Act" means the Investment Company Act of 1940, as amended.
3
<PAGE>
1. INVESTMENT POLICIES AND RISKS
The following discussion supplements the disclosure in the prospectuses about
each Fund's investment techniques, strategies and risks.
A. SECURITY RATINGS INFORMATION
The Funds' investments in fixed income securities are subject to credit risk
relating to the financial condition of the issuers of the securities that Funds
hold. To limit credit risk, each Fund generally may only invest its assets in
debt securities that are considered investment grade. Investment grade means
rated in the top four long-term rating categories or top two short-term rating
categories by an NRSRO, or unrated and determined by the Subadviser to be of
comparable quality. Corporate Bond Fund may invest up to 5% of its assets in
securities rated below investment grade. Non-investment grade securities
(commonly known as "junk bonds") have significant speculative characteristics
and generally involve greater volatility of price than investment grade
securities.
The lowest long-term ratings that are investment grade for corporate bonds,
including convertible bonds, are "Baa" in the case of Moody's and "BBB" in the
case of S&P and Fitch; for preferred stock are "Baa" in the case of Moody's and
"BBB" in the case of S&P and Fitch; and for short-term debt, including
commercial paper, are Prime-2 (P-2) in the case of Moody's, "A-2" in the case of
S&P and "F-2" in the case of Fitch.
Unrated securities may not be as actively traded as rated securities. A Fund may
retain securities whose rating has been lowered below the lowest permissible
rating category (or that are unrated and determined by the Subadviser to be of
comparable quality to securities whose rating has been lowered below the lowest
permissible rating category) if the Subadviser determines that retaining such
security is in the best interests of the Fund. Because a downgrade often results
in a reduction in the market price of the security, sale of a downgraded
security may result in a loss.
Moody's, S&P and other NRSROs are private services that provide ratings of the
credit quality of debt obligations, including convertible securities. A
description of the range of ratings assigned to various types of bonds and other
securities by several NRSROs is included in Appendix A to this SAI. The Funds
may use these ratings to determine whether to purchase, sell or hold a security.
Ratings are general and are not absolute standards of quality. Securities with
the same maturity, interest rate and rating may have different market prices. If
an issue of securities ceases to be rated or if its rating is reduced after it
is purchased by a Fund, the Subadviser will determine whether the Fund should
continue to hold the obligation. To the extent that the ratings given by a NRSRO
may change as a result of changes in such organizations or their rating systems,
the Subadviser will attempt to substitute comparable ratings. Credit ratings
attempt to evaluate the safety of principal and interest payments and do not
evaluate the risks of fluctuations in market value. Also, rating agencies may
fail to make timely changes in credit ratings. An issuer's current financial
condition may be better or worse than a rating indicates.
B. TEMPORARY DEFENSIVE POSITION
A Fund may assume a temporary defensive position and may invest without limit in
money market instruments that are of prime quality. Prime quality money market
instruments are those instruments that are rated in one of the two highest
short-term rating categories by an NRSRO or, if not rated, determined by the
Subadviser to be of comparable quality. Certain additional Funds may invest in
commercial paper as an investment and not as a temporary defensive position.
Except as noted below with respect to variable master demand notes, issues of
commercial paper normally have maturities of less than nine months and fixed
rates of return.
Money market instruments usually have maturities of one year or less and fixed
rates of return. The money market instruments in which a Fund may invest include
U.S. Government Securities, commercial paper, time deposits, bankers acceptances
and certificates of deposit of banks doing business in the United States that
have, at the time of investment, total assets in excess of one billion dollars
and that are insured by the Federal Deposit Insurance
4
<PAGE>
Corporation, corporate notes and short-term bonds and money market mutual funds.
The Funds may only invest in money market mutual funds to the extent permitted
by the 1940 Act.
The money market instruments in which a Fund may invest may have variable or
floating rates of interest. These obligations include master demand notes that
permit investment of fluctuating amounts at varying rates of interest pursuant
to direct arrangement with the issuer of the instrument. The issuer of these
obligations often has the right, after a given period, to prepay the outstanding
principal amount of the obligations upon a specified number of days' notice.
These obligations generally are not traded, nor generally is there an
established secondary market for these obligations. To the extent a demand note
does not have a 7-day or shorter demand feature and there is no readily
available market for the obligation, it is treated as an illiquid security.
Variable amount master demand notes are unsecured demand notes that permit the
indebtedness thereunder to vary and provide for periodic adjustments in the
interest rate according to the terms of the instrument. Because master demand
notes are direct lending arrangements between a Fund and the issuer, they are
not normally traded. Although there is no secondary market in the notes, the
Fund may demand payment of principal and accrued interest at any time.
Variable amount master demand notes must satisfy the same criteria as set forth
above for commercial paper.
C. HEDGING AND OPTION INCOME STRATEGIES
A Fund may seek to hedge against a decline in the value of securities it owns or
an increase in the price of securities that it plans to purchase. A Fund
accomplishes a hedge by purchasing options or writing (selling) covered options
on securities in which it has invested or on any securities index based in whole
or in part on securities in which the Fund may invest. Options may trade on an
exchange or the over-the-counter market.
A Fund may invest in certain financial futures contracts and options contracts
in accordance with the policies described in this SAI. A Fund will only invest
in futures contracts, options on futures contracts and other options contracts
that are subject to the jurisdiction of the CFTC after filing a notice of
eligibility and otherwise complying with the requirements of Section 4.5 of the
rules of the CFTC. Under that section, a Fund will not enter into any futures
contract or option on a futures contract if, as a result, the aggregate initial
margins and premiums required to establish such positions would exceed 5% of a
Fund's net assets.
The Funds have no current intention of investing in futures contracts and
options thereon for purposes other than hedging. Growth Equity Fund and Value
Equity Fund (the "Equity Funds") may buy or sell stock index futures contracts,
such as contracts on the S&P 500 stock index. The Bond Funds may buy and sell
bond index futures contracts. In addition, all of the Funds may buy or sell
futures contracts on Treasury bills, Treasury bonds and other financial
instruments. The Funds may write covered options and buy options on the futures
contracts in which they may invest.
No Fund may purchase any call or put option on a futures contract if the
premiums associated with all such options held by the Fund would exceed 5% of
the Fund's total assets as of the date the option is purchased. No Fund may sell
a put option if the exercise value of all put options written by the Fund would
exceed 50% of the Fund's total assets. Likewise, no Fund may sell a call option
if the exercise value of all call options written by the Fund would exceed the
value of the Fund's assets. In addition, the current market value of all open
futures positions held by a Fund may not exceed 50% of its total assets.
These instruments are often referred to as "derivatives," which may be defined
as financial instruments whose performance is derived, at least in part, from
the performance of another asset (such as a security, currency or an index of
securities).
The Funds may write any covered options. An option is covered if, as long as a
Fund is obligated under the option, it owns an offsetting position in the
underlying security or maintains cash, U.S. Government Securities or other
liquid, high-grade debt securities with a value at all times sufficient to cover
the Fund's obligation under the option.
5
<PAGE>
No assurance can be given, however, that any hedging or option income strategy
will succeed in achieving its intended result.
1. IN GENERAL
A call option is a contract pursuant to which the purchaser of the call option,
in return for a premium paid, has the right to buy the security (or index)
underlying the option at a specified exercise price at any time during the term
of the option. The writer of the call option, who receives the premium, has the
obligation upon exercise of the option to deliver the underlying security (or a
cash amount equal to the value of the index) against payment of the exercise
price during the option period.
A put option gives its purchaser, in return for a premium, the right to sell the
underlying security (or index) at a specified price during the term of the
option. The writer of the put option, who receives the premium, has the
obligation to buy the underlying security (or receive a cash amount equal to the
value of the index), upon exercise at the exercise price during the option
period.
The amount of premium received or paid for an option is based upon certain
factors, including the market price of the underlying security or index, the
relationship of the exercise price to the market price, the historical price
volatility of the underlying security or index, the option period and interest
rates.
There are a limited number of options contracts on securities indices and option
contracts may not be available on all securities that a Fund may own or seek to
own.
Bond and stock index futures contracts are bilateral agreements in which two
parties agree to take or make delivery of an amount of cash equal to a specified
dollar amount times the difference between the bond or stock index value at the
close of trading of the contract and the price at which the futures contract is
originally struck. No physical delivery of the securities comprising the index
is made. Generally, these futures contracts are closed out prior to the
expiration date of the contract.
Options on futures contracts are similar to stock options except that an option
on a futures contract gives the purchaser the right, in return for the premium
paid, to assume a position in a futures contract rather than to purchase or sell
stock, at a specified exercise price at any time during the period of the
option. Upon exercise of the option, the delivery of the futures position to the
holder of the option will be accompanied by transfer to the holder of an
accumulated balance representing the amount by which the market price of the
futures contract exceeds, in the case of a call, or is less than, in the case of
a put, the exercise price of the option on the future.
COVERED CALLS AND HEDGING. Each Fund may purchase or sell (write) put and call
options on securities to seek to hedge against a decline in the value of
securities owned by it or an increase in the price of securities which it plans
to purchase. Hedging or option income strategies include the writing and
purchase of exchange-traded and over-the-counter options on individual
securities or financial indices and the purchase and sale of financial futures
contracts and related options. Whether or not used for hedging purposes, these
investment techniques involve risks that are different in certain respects from
the investment risks associated with the other investments of a Fund. Principal
among such risks are: (1) the possible failure of such instruments as hedging
techniques in cases where the price movements of the securities underlying the
options or futures do not follow the price movements of the portfolio securities
subject to the hedge; (2) potentially unlimited loss associated with futures
transactions and the possible lack of a liquid secondary market for closing out
a futures position; and (3) possible losses resulting from the inability of the
Subadviser to correctly predict the direction of stock prices, interest rates
and other economic factors. To the extent a Fund invests in foreign securities,
it may also invest in options on foreign currencies, foreign currency futures
contracts and options on those futures contracts. Use of these instruments is
subject to regulation by the SEC, the several options and futures exchanges upon
which options and futures are traded or the CFTC.
Except as otherwise noted in this SAI, the Funds will not use leverage in their
options and hedging strategies. In the case of transactions entered into as a
hedge, a Fund will hold securities, currencies or other options or futures
6
<PAGE>
positions whose values are expected to offset ("cover") its obligations
thereunder. A Fund will not enter into a hedging strategy that exposes it to an
obligation to another party unless at least one of the following conditions is
met. A Fund owns either an offsetting ("covered") position; or it owns cash,
U.S. Government Securities or other liquid securities (or other assets as may be
permitted by the SEC) with a value sufficient at all times to cover its
potential obligations. When required by applicable regulatory guidelines, the
Funds will set aside cash, U.S. Government Securities or other liquid securities
(or other assets as may be permitted by the SEC) in a segregated account with
its custodian in the prescribed amount. Any assets used for cover or held in a
segregated account cannot be sold or closed out while the hedging or option
income strategy is outstanding, unless they are replaced with similar assets. As
a result, there is a possibility that the use of cover or segregation involving
a large percentage of a Fund's assets could impede portfolio management or the
Fund's ability to meet redemption requests or other current obligations.
OPTIONS STRATEGIES. A Fund may purchase put and call options written by others
and sell put and call options covering specified individual securities,
securities or financial indices or currencies. A put option (sometimes called a
"standby commitment") gives the buyer of the option, upon payment of a premium,
the right to deliver a specified amount of currency to the writer of the option
on or before a fixed date at a predetermined price. A call option (sometimes
called a "reverse standby commitment") gives the purchaser of the option, upon
payment of a premium, the right to call upon the writer to deliver a specified
amount of currency on or before a fixed date, at a predetermined price. The
predetermined prices may be higher or lower than the market value of the
underlying currency. A Fund may buy or sell both exchange-traded and
over-the-counter ("OTC") options. A Fund will purchase or write an option only
if that option is traded on a recognized U.S. options exchange or if the
Subadviser believes that a liquid secondary market for the option exists. When a
Fund purchases an OTC option, it relies on the dealer from whom it has purchased
the OTC option to make or take delivery of the currency underlying the option.
Failure by the dealer to do so would result in the loss of the premium paid by
the Fund as well as the loss of the expected benefit of the transaction. OTC
options and the securities underlying these options currently are treated as
illiquid securities by the Funds.
Upon selling an option, a Fund receives a premium from the purchaser of the
option. Upon purchasing an option the Fund pays a premium to the seller of the
option. The amount of premium received or paid by the Fund is based upon certain
factors, including the market price of the underlying securities, index or
currency, the relationship of the exercise price to the market price, the
historical price volatility of the underlying assets, the option period, supply
and demand and interest rates.
The Funds may purchase call options on debt securities that the Fund's
Subadviser intends to include in the Fund's portfolio in order to fix the cost
of a future purchase. Call options may also be purchased to participate in an
anticipated price increase of a security on a more limited risk basis than would
be possible if the security itself were purchased. If the price of the
underlying security declines, this strategy would serve to limit the potential
loss to the Fund to the option premium paid. Conversely, if the market price of
the underlying security increases above the exercise price and the Fund either
sells or exercises the option, any profit eventually realized will be reduced by
the premium paid. A Fund may similarly purchase put options in order to hedge
against a decline in market value of securities held in its portfolio. The put
enables the Fund to sell the underlying security at the predetermined exercise
price; thus the potential for loss to the Fund is limited to the option premium
paid. If the market price of the underlying security is lower than the exercise
price of the put, any profit the Fund realizes on the sale of the security would
be reduced by the premium paid for the put option less any amount for which the
put may be sold.
A Subadviser may write call options when it believes that the market value of
the underlying security will not rise to a value greater than the exercise price
plus the premium received. Call options may also be written to provide limited
protection against a decrease in the market price of a security, in an amount
equal to the call premium received less any transaction costs.
The Funds may purchase and write put and call options on fixed income or equity
security indexes in much the same manner as the options discussed above, except
that index options may serve as a hedge against overall fluctuations in the
fixed income or equity securities markets (or market sectors) or as a means of
participating in an anticipated price increase in those markets. The
effectiveness of hedging techniques using index options will
7
<PAGE>
depend on the extent to which price movements in the index selected correlate
with price movements of the securities, which are being hedged. Index options
are settled exclusively in cash.
2. RISKS
The Fund's use of options subjects the Fund to certain investment risks and
transaction costs to which it might not otherwise be subject. These risks
include:
o Dependence on the Subadviser's ability to predict movements in the prices
of individual securities and fluctuations in the general securities
markets.
o Imperfect correlations between movements in the prices of options and
movements in the price of the securities (or indices) hedged or used for
cover, which may cause a given hedge not to achieve its objective.
o The fact that the skills and techniques needed to trade these instruments
are different from those needed to select the securities in which the Funds
invest.
o Lack of assurance that a liquid secondary market will exist for any
particular instrument at any particular time, which, among other things,
may hinder a Fund's ability to limit exposures by closing its positions.
o The possible need to defer closing out of certain options, futures
contracts and related options to avoid adverse tax consequences.
Other risks include the inability of the Fund, as the writer of covered call
options, to benefit from any appreciation of the underlying securities above the
exercise price, and the possible loss of the entire premium paid for options
purchased by the Fund.
D. CONVERTIBLE SECURITIES
The Funds may only invest in convertible securities that are investment grade.
1. IN GENERAL
Convertible securities, which include convertible debt, convertible preferred
stock and other securities exchangeable under certain circumstances for shares
of common stock, are fixed income securities or preferred stock which generally
may be converted at a stated price within a specific amount of time into a
specified number of shares of common stock. A convertible security entitles the
holder to receive interest paid or accrued on debt or the dividend paid on
preferred stock until the convertible security matures or is redeemed,
converted, or exchanged. Before conversion, convertible securities have
characteristics similar to nonconvertible debt securities or preferred equity in
that they ordinarily provide a stream of income with generally higher yields
than do those of common stocks of the same or similar issuers. These securities
are usually senior to common stock in a company's capital structure, but usually
are subordinated to non-convertible debt securities.
Convertible securities have unique investment characteristics in that they
generally have higher yields than common stocks, but lower yields than
comparable non-convertible securities. Convertible securities are less subject
to fluctuation in value than the underlying stock since they have fixed income
characteristics; and they provide the potential for capital appreciation if the
market price of the underlying common stock increases.
A convertible security may be subject to redemption at the option of the issuer
at a price established in the convertible security's governing instrument. If a
convertible security held by the Fund is called for redemption, the Fund will be
required to permit the issuer to redeem the security, convert it into the
underlying common stock or sell it to a third party.
2. RISKS
Investment in convertible securities generally entails less risk than investment
in the issuer's common stock. The extent to which such risk is reduced, however,
depends in large measure upon the degree to which the convertible
8
<PAGE>
security sells above its value as a fixed income security. Convertible
securities also are subject to the risks of debt securities: that changes in
interest rates could adversely affect a convertible security's value and that an
issuer may default on payments of interest or principal.
3. VALUE OF CONVERTIBLE SECURITIES
The value of a convertible security is a function of its "investment value" and
its "conversion value". The investment value of a convertible security is
determined by comparing its yield with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege. The
conversion value is the security's worth, at market value, if converted into the
underlying common stock. The investment value of a convertible security is
influenced by changes in interest rates, with investment value declining as
interest rates increase and increasing as interest rates decline. The credit
standing of the issuer and other factors also may affect the convertible
security's investment value. The conversion value of a convertible security is
determined by the market price of the underlying common stock. If the conversion
value is low relative to the investment value, the price of the convertible
security is governed principally by its investment value and generally the
conversion value decreases as the convertible security approaches maturity. To
the extent the market price of the underlying common stock approaches or exceeds
the conversion price, the price of the convertible security will be increasingly
influenced by its conversion value. In addition, a convertible security
generally will sell at a premium over its conversion value determined by the
extent to which investors place value on the right to acquire the underlying
common stock while holding a fixed income security.
E. ILLIQUID AND RESTRICTED SECURITIES
No Fund may acquire securities or invest in repurchase agreements if, as a
result, more than 15% of the Fund's net assets (taken at current value) would be
invested in illiquid securities.
1. IN GENERAL
The term "illiquid securities" means securities that cannot be disposed of
within seven days in the ordinary course of business at approximately the amount
at which a Fund has valued the securities. Illiquid securities include
repurchase agreements not entitling the holder to payment of principal within
seven days, purchased over-the-counter options, securities which are not readily
marketable and restricted securities. Restricted securities, except as otherwise
determined by the Subadviser, are securities subject to contractual or legal
restrictions on resale because they have not been registered under the 1933 Act.
2. RISKS
Certain risks are associated with holding illiquid and restricted securities.
For instance, limitations on resale may have an adverse effect on the
marketability of a security and a Fund might also have to register a restricted
security in order to dispose of it, resulting in expense and delay. A Fund might
not be able to dispose of restricted or illiquid securities promptly or at
reasonable prices and might thereby experience difficulty satisfying
redemptions. There can be no assurance that a liquid market will exist for any
security at any particular time. Any security, including securities determined
by the Subadviser to be liquid, can become illiquid.
3. DETERMINING LIQUIDITY
The Board has the ultimate responsibility for determining whether specific
securities are liquid or illiquid and has delegated the function of making
determinations of liquidity to the Subadviser, pursuant to guidelines approved
by the Board. The Subadviser determines and monitors the liquidity of the
portfolio securities and reports periodically on its decisions to the Board. The
Subadviser takes into account a number of factors in reaching liquidity
decisions, including but not limited to: (1) the frequency of trades and
quotations for the security; (2) the number of dealers willing to purchase or
sell the security and the number of other potential buyers; (3) the willingness
of dealers to undertake to make a market in the security; and (4) the nature of
the marketplace trades, including the time needed to dispose of the security,
the method of soliciting offers, and the mechanics of the transfer.
9
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An institutional market has developed for certain restricted securities.
Accordingly, contractual or legal restrictions on the resale of a security may
not be indicative of the liquidity of the security. If such securities are
eligible for purchase by institutional buyers in accordance with Rule 144A under
the 1933 Act or other exemptions, the Subadviser may determine that the
securities are not illiquid.
F. WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS
Government Bond Fund and Corporate Bond Fund may purchase securities offered on
a "when-issued" basis and may purchase or sell securities on a "forward
commitment" basis. When such transactions are negotiated, the price, which is
generally expressed in yield terms, is fixed at the time the commitment is made,
but delivery and payment for the securities take place at a later date.
Normally, the settlement date occurs within two months after the transaction,
but delayed settlements beyond two months may be negotiated. During the period
between a commitment and settlement, no payment is made for the securities
purchased by the purchaser and, thus, no interest accrues to the purchaser from
the transaction. At the time a Fund makes the commitment to purchase securities
on a when-issued or delayed delivery basis, the Fund will record the transaction
as a purchase and thereafter reflect the value each day of such securities in
determining its net asset value.
1. RISKS
The use of when-issued transactions and forward commitments enables Corporate
Bond Fund and Government Bond Fund to hedge against anticipated changes in
interest rates and prices. For instance, in periods of rising interest rates and
falling bond prices, a Fund might sell securities that it owned on a forward
commitment basis to limit its exposure to falling prices. In periods of falling
interest rates and rising bond prices, a Fund might sell a security and purchase
the same or a similar security on a when-issued or forward commitment basis,
thereby obtaining the benefit of currently higher cash yields. However, if the
Fund's Subadviser forecasts incorrectly the direction of interest rate
movements, the Fund might be required to complete such when-issued or forward
commitment transactions at prices lower than the current market values.
The Funds enter into when-issued and forward commitment transactions only with
the intention of actually receiving or delivering the securities, as the case
may be. If a Fund subsequently chooses to dispose of its right to acquire a
when-issued security or its right to deliver or receive against a forward
commitment before the settlement date, it can incur a gain or loss. When-issued
securities may include bonds purchased on a "when, as and if issued" basis under
which the issuance of the securities depends upon the occurrence of a subsequent
event. Any significant commitment of a Fund's assets to the purchase of
securities on a "when, as and if issued" basis may increase the volatility of
its net asset value.
Each Fund will establish and maintain a separate account with cash, U.S.
Government Securities and other liquid securities in an amount at least equal to
its commitments to purchase securities on a when-issued or delayed delivery
basis.
G. MISCELLANEOUS FIXED INCOME SECURITIES
1. U.S. GOVERNMENT SECURITIES
Corporate Bond Fund and Government Bond Fund (the "Bond Funds") may invest in
U.S. Government Securities including U.S. Treasury Securities and obligations
issued or guaranteed by U.S. Government agencies and instrumentalities and
backed by the full faith and credit of the U.S. Government, such as those
guaranteed by the Small Business Administration or issued by the Government
National Mortgage Association ("Ginnie Mae").
The Corporate Bond Fund also may invest in securities supported primarily or
solely by the creditworthiness of the issuer, such as securities of the Federal
National Mortgage Association ("Fannie Mae"), the Federal Home Loan Mortgage
Corporation ("Freddie Mac") and the Tennessee Valley Authority. There is no
guarantee that the U.S. Government will support securities not backed by its
full faith and credit. Accordingly, although these securities
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have historically involved little risk of loss of principal if held to maturity,
they may involve more risk than securities backed by the U.S. Government's full
faith and credit.
2. VARIABLE AND FLOATING RATE SECURITIES
The Bond Funds may invest in securities that pay interest at rates that are
adjusted periodically according to a specified formula, usually with reference
to some interest rate index or market interest rate (the "underlying index").
Such adjustments minimize changes in the market value of the obligation and,
accordingly, enhance the ability of the Fund to reduce fluctuations in its net
asset value. Variable and floating rate instruments are subject to changes in
value based on changes in market interest rates or changes in the issuer's
creditworthiness.
There may not be an active secondary market for certain floating or variable
rate instruments which could make it difficult for a Fund to dispose of the
instrument during periods that the Fund is not entitled to exercise any demand
rights it may have. A Fund could, for this or other reasons, suffer a loss with
respect to an instrument. A Fund's Subadviser monitors the liquidity of the
Fund's investment in variable and floating rate instruments, but there can be no
guarantee that an active secondary market will exist.
3. DEMAND NOTES
The Bond Funds may purchase variable and floating rate demand notes of
corporations, which are unsecured obligations redeemable upon not more than 30
days' notice. These obligations include master demand notes that permit
investment of fluctuating amounts at varying rates of interest pursuant to
direct arrangement with the issuer of the instrument. The issuers of these
obligations often have the right, after a given period, to prepay their
outstanding principal amount of the obligations upon a specified number of days'
notice. These obligations generally are not traded, nor generally is there an
established secondary market for these obligations. To the extent a demand note
does not have a seven-day or shorter demand feature and there is no readily
available market for the obligation, it is treated as an illiquid security.
Although a Fund would generally not be able to resell a master demand note to a
third party, the Fund is entitled to demand payment from the issuer at any time.
The Subadvisers continuously monitor the financial condition of the issuer to
determine the issuer's likely ability to make payment on demand.
4. GUARANTEED INVESTMENT CONTRACTS
The Corporate Bond Fund may invest in guaranteed investment contracts ("GICs").
A GIC is an arrangement with an insurance company under which the Fund
contributes cash to the insurance company's general account and the insurance
company credits the contribution with interest on a monthly basis. The interest
rate is tied to a specified market index and is guaranteed by the insurance
company not to be less than a certain minimum rate. The Fund will purchase a GIC
only when the Subadviser has determined that the GIC presents minimal credit
risks to the Fund and is of comparable quality to other instruments that the
Fund may purchase.
5. ZERO-COUPON SECURITIES
The Bond Funds may invest in separately traded principal and interest components
of securities issued or guaranteed by the U.S. Treasury. These components are
traded independently under the Treasury's Separate Trading of Registered
Interest and Principal of Securities ("STRIPS") program or as Coupons Under Book
Entry Safekeeping ("CUBES").
The Corporate Bond Fund may also invest in other types of related zero-coupon
securities. For instance, a number of banks and brokerage firms separate the
principal and interest portions of U.S. Treasury Securities and sell them
separately in the form of receipts or certificates representing undivided
interests in these instruments. These instruments are generally held by a bank
in a custodial or trust account on behalf of the owners of the securities and
are known by various names, including Treasury Receipts ("TRs"), Treasury
Investment Growth Receipts ("TIGRs") and Certificates of Accrual on Treasury
Securities ("CATS"). Zero-coupon securities also may be issued by corporations
and municipalities.
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Zero-coupon securities are sold at original issue discount and pay no interest
to holders prior to maturity, but the Fund must include a portion of the
original issue discount of the security as income. Because of this, zero-coupon
securities may be subject to greater fluctuation of market value than the other
securities in which the Fund may invest. The Fund distributes all of its net
investment income, and may have to sell portfolio securities to distribute
imputed income, which may occur at a time when the Sub-adviser would not have
chosen to sell such securities and which may result in a taxable gain or loss.
6. MORTGAGE-BACKED SECURITIES
The Bond Funds may invest up to 25% of their total assets in mortgage-backed
securities. The Government Bond Fund may only invest in mortgage-backed
securities issued by the government or government-related issuers described
below. The Corporate Bond Fund may also invest in mortgage-backed securities of
private issuers.
Mortgage-backed securities represent an interest in a pool of mortgages
originated by lenders such as commercial banks, savings associations and
mortgage bankers and brokers. Mortgage-backed securities may be issued by
governmental or government-related entities or by non-governmental entities such
as special purpose trusts created by banks, savings associations, private
mortgage insurance companies or mortgage bankers.
Interests in mortgage-backed securities differ from other forms of debt
securities, which normally provide for periodic payment of interest in fixed
amounts with principal payments at maturity or on specified call dates. In
contrast, mortgage-backed securities provide monthly payments which consist of
interest and, in most cases, principal. In effect, these payments are a "pass-
through" of the monthly payments made by the individual borrowers on their
mortgage loans, net of any fees paid to the issuer or guarantor of the
securities or a mortgage loan servicer. Additional payments to holders of these
securities are caused by prepayments resulting from the sale or foreclosure of
the underlying property or refinancing of the underlying loans.
A. GOVERNMENT AND GOVERNMENT-RELATED GUARANTORS. The principal
government guarantor of mortgage-backed securities is Ginnie Mae, a wholly-owned
United States Government corporation within the Department of Housing and Urban
Development. Mortgage-backed securities are also issued by Fannie Mae, a
government-sponsored corporation owned entirely by private stockholders that is
subject to general regulation by the Secretary of Housing and Urban Development,
and Freddie Mac, a corporate instrumentality of the United States Government.
While Fannie Mae and Freddie Mac each guarantee the payment of principal and
interest on the securities they issue, unlike Ginnie Mae securities, their
securities are not backed by the full faith and credit of the United States
Government.
B. PRIVATELY ISSUED MORTGAGE-BACKED SECURITIES. These include
pass-through securities comprised of pools of conventional mortgage loans;
mortgage-backed bonds (which are considered to be debt obligations of the
institution issuing the bonds and which are collateralized by mortgage loans);
and collateralized mortgage obligations ("CMOs"), which are described below.
Mortgage-backed securities issued by non-governmental issuers may offer a higher
rate of interest than securities issued by government issuers because of the
absence of direct or indirect government guarantees of payment. Many
non-governmental issuers or servicers of mortgage-backed securities, however,
guarantee timely payment of interest and principal on these securities. Timely
payment of interest and principal also may be supported by various forms of
insurance, including individual loan, title, pool and hazard policies.
C. UNDERLYING MORTGAGES. Pools of mortgages consist of whole mortgage
loans or participations in mortgage loans. The majority of these loans are made
to purchasers of 1-4 family homes, but may be made to purchasers of mobile homes
or other real estate interests. The terms and characteristics of the mortgage
instruments are generally uniform within a pool but may vary among pools. For
example, in addition to fixed-rate, fixed-term mortgages, the Funds may purchase
pools of variable rate mortgages, growing equity mortgages, graduated payment
mortgages and other types. Mortgage servicers impose qualification standards for
local lending institutions which originate mortgages for the pools as well as
credit standards and underwriting criteria for individual mortgages
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included in the pools. In addition, many mortgages included in pools are
insured through private mortgage insurance companies.
D. LIQUIDITY AND MARKETABILITY. Generally, government and
government-related pass-through pools are highly liquid. While private
conventional pools of mortgages (pooled by non-government-related entities) have
also achieved broad market acceptance and an active secondary market has
emerged, the market for conventional pools is smaller and less liquid than the
market for government and government-related mortgage pools.
E. AVERAGE LIFE AND PREPAYMENTS. The average life of a pass-through
pool varies with the maturities of the underlying mortgage instruments. In
addition, a pool's terms may be shortened by unscheduled or early payments of
principal and interest on the underlying mortgages. Prepayments with respect to
securities during times of declining interest rates will tend to lower the
return of a Fund and may even result in losses to the Fund if the securities
were acquired at a premium. The occurrence of mortgage prepayments is affected
by various factors including the level of interest rates, general economic
conditions, the location and age of the mortgage and other social and
demographic conditions. As prepayment rates of individual pools vary widely, it
is not possible to accurately predict the average life of a particular pool. The
assumed average life of pools of mortgages having terms of 30 years or less is
typically between 5 and 12 years.
F. YIELD CALCULATIONS. Yields on pass-through securities are typically
quoted based on the maturity of the underlying instruments and the associated
average life assumption. In periods of falling interest rates the rate of
prepayment tends to increase, thereby shortening the actual average life of a
pool of mortgages. Conversely, in periods of rising rates the rate of prepayment
tends to decrease, thereby lengthening the actual average life of the pool.
Actual prepayment experience may cause the yield to differ from the assumed
average life yield. Reinvestment of prepayments may occur at higher or lower
interest rates than the original investment, thus affecting the yield of a Fund.
G. ADJUSTABLE RATE MORTGAGE-BACKED SECURITIES. Adjustable rate
mortgage-backed securities ("ARMs") are securities that have interest rates that
are reset at periodic intervals, usually by reference to some interest rate
index or market interest rate. Although the rate adjustment feature may act as a
buffer to reduce sharp changes in the value of adjustable rate securities, these
securities are still subject to changes in value based on changes in market
interest rates or changes in the issuer's creditworthiness. Because of the
resetting of interest rates, adjustable rate securities are less likely than
non-adjustable rate securities of comparable quality and maturity to increase
significantly in value when market interest rates fall. Also, most adjustable
rate securities (or the underlying mortgages) are subject to caps or floors.
"Caps" limit the maximum amount by which the interest rate paid by the borrower
may change at each reset date or over the life of the loan and, accordingly,
fluctuation in interest rates above these levels could cause such mortgage
securities to "cap out" and to behave more like long-term, fixed-rate debt
securities. ARMs may have less risk of a decline in value during periods of
rapidly rising rates, but they also may have less potential for capital
appreciation than other debt securities of comparable maturities due to the
periodic adjustment of the interest rate on the underlying mortgages and due to
the likelihood of increased prepayments of mortgages as interest rates decline.
Furthermore, during periods of declining interest rates, income to a Fund will
decrease as the coupon rate resets along with the decline in interest rates.
During periods of rising interest rates, changes in the coupon rates of the
mortgages underlying the Fund's ARMs may lag behind changes in market interest
rates. This may result in a lower value until the interest rate resets to market
rates.
H. COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"). CMOs are debt
obligations collateralized by mortgages or mortgage pass-through securities
issued by Ginnie Mae, Freddie Mac or Fannie Mae or by pools of conventional
mortgages ("Mortgage Assets"). CMOs may be privately issued or U.S. Government
Securities. Payments of principal and interest on the Mortgage Assets are passed
through to the holders of the CMOs on the same schedule as they are received,
although, certain classes (often referred to as tranches) of CMOs have priority
over other classes with respect to the receipt of payments. Multi-class mortgage
pass-through securities are interests in trusts that hold Mortgage Assets and
that have multiple classes similar to those of CMOs. Unless the context
indicates otherwise, references to CMOs include multi-class mortgage
pass-through securities. Payments of principal of and interest on the underlying
Mortgage Assets (and in the case of CMOs, any reinvestment income
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thereon) provide funds to pay debt service on the CMOs or to make scheduled
distributions on the multi-class mortgage pass-through securities. Parallel pay
CMOs are structured to provide payments of principal on each payment date to
more than one class. These simultaneous payments are taken into account in
calculating the stated maturity date or final distribution date of each class,
which, as with other CMO structures, must be retired by its stated maturity date
or final distribution date but may be retired earlier. Planned amortization
class mortgage-based securities ("PAC Bonds") are a form of parallel pay CMO.
PAC Bonds are designed to provide relatively predictable payments of principal
provided that, among other things, the actual prepayment experience on the
underlying mortgage loans falls within a contemplated range. If the actual
prepayment experience on the underlying mortgage loans is at a rate faster or
slower than the contemplated range, or if deviations from other assumptions
occur, principal payments on a PAC Bond may be greater or smaller than
predicted. The magnitude of the contemplated range varies from one PAC Bond to
another; a narrower range increases the risk that prepayments will be greater or
smaller than contemplated. CMOs may have complicated structures and generally
involve more risks than simpler forms of mortgage-related securities.
7. ASSET-BACKED SECURITIES
These securities represent direct or indirect participations in, or are secured
by and payable from, assets other than mortgage-related assets such as motor
vehicle installment sales contracts, installment loan contracts, leases of
various types of real and personal property and receivables from revolving
credit (credit card) agreements. The Fund may not invest more than 15% of its
net assets in asset-backed securities that are backed by a particular type of
credit, for instance, credit card receivables. Asset-backed securities,
including adjustable rate asset-backed securities, have yield characteristics
similar to those of mortgage-related securities and, accordingly, are subject to
many of the same risks.
Assets are securitized through the use of trusts and special purpose
corporations that issue securities that are often backed by a pool of assets
representing the obligations of a number of different parties. Payments of
principal and interest may be guaranteed up to certain amounts and for a certain
time period by a letter of credit issued by a financial institution.
Asset-backed securities do not always have the benefit of a security interest in
collateral comparable to the security interests associated with mortgage-related
securities. As a result, the risk that recovery on repossessed collateral might
be unavailable or inadequate to support payments on asset-backed securities is
greater for asset-backed securities than for mortgage-related securities. In
addition, because asset-backed securities are relatively new, the market
experience in these securities is limited and the market's ability to sustain
liquidity through all phases of an interest rate or economic cycle has not been
tested.
2. INVESTMENT LIMITATIONS
For purposes of all investment policies of the Funds: (1) the term 1940 Act
includes the rules thereunder, SEC interpretations and any exemptive order upon
which the Fund may rely; and (2) the term Code includes the rules thereunder,
IRS interpretations and any private letter ruling or similar authority upon
which the Fund may rely.
Except as required by the 1940 Act or the Code, if any percentage restriction on
investment or utilization of assets is adhered to at the time an investment is
made, a later change in percentage resulting from a change in the market values
of a Fund's assets or purchases and redemptions of shares will not be considered
a violation of the limitation.
A fundamental policy of a Fund cannot be changed without the affirmative vote of
the lesser of: (1) 50% of the outstanding shares of the Fund; or (2) 67% of the
shares of the Fund present or represented at a shareholders meeting at which the
holders of more than 50% of the outstanding shares of the Fund are present or
represented. The Board may change a nonfundamental policy of a Fund without
shareholder approval.
A. FUNDAMENTAL LIMITATIONS
Each Fund's investment objective is fundamental. Each Fund has adopted the
following investment limitations, which are fundamental policies of the Fund.
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1. ISSUANCE OF SENIOR SECURITIES
No Fund may issue senior securities except pursuant to Section 18 of the 1940
Act and except that a Fund may borrow money subject to its investment limitation
on borrowing.
2. UNDERWRITING ACTIVITIES
No Fund may act as an underwriter of securities of other issuers, except to the
extent that, in connection with the disposition of portfolio securities, a Fund
may be deemed to be an underwriter for purpose of the 1933 Act.
3. CONCENTRATION
No Fund may purchase the securities of issuers (other than U.S. Government
Securities) conducting their business activity in the same industry if,
immediately after such purchase, the value of a Fund's investments in such
industry would comprise 25% or more of the value of its total assets.
4. PURCHASES AND SALES OF REAL ESTATE
No Fund may purchase or sell real estate or any interest therein, except that a
Fund may invest in securities issued or guaranteed by corporate or governmental
entities secured by real estate or interests therein, such as mortgage
pass-throughs and collateralized mortgage obligations, or issued by companies
that invest in real estate or interests therein.
5. PURCHASES AND SALES OF COMMODITIES
No Fund may purchase or sell physical commodities or contracts, options or
options on contracts to purchase or sell physical commodities; provided that
currency and currency-related contracts and contracts on indices will not be
deemed to be physical commodities.
6. MAKING LOANS
No Fund may make loans to other persons except for the purchase of debt
securities that are otherwise permitted investments or loans of portfolio
securities through the use of repurchase agreements.
7. DIVERSIFICATION
Each Fund is "diversified" as that term is defined in the 1940 Act. Accordingly,
no Fund may purchase a security if, as a result; (1) more than 5% of a Fund's
total assets would be invested in the securities of a single issuer; or (2) a
Fund would own more than 10% of the outstanding voting securities of a single
issuer. This limitation applies only to 75% of a Fund's total assets and does
not apply to U.S. Government Securities.
B. NONFUNDAMENTAL LIMITATIONS
Each Fund has adopted the following investment limitations, which are not
fundamental policies of the Fund.
1. BORROWING
No Fund's borrowings for other than temporary or emergency purposes or meeting
redemption requests may exceed an amount equal to 5% of the value of the Fund's
net assets.
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2. ILLIQUID SECURITIES
No Fund may acquire securities or invest in repurchase agreements with respect
to any securities if, as result, more than 15% of the Fund's net assets (taken
at current value) would be invested in illiquid securities
3. SHORT SALES
No Fund may make short sales of securities (except short sales against the box).
4. PURCHASES ON MARGIN
No Fund may purchase securities on margin except for the use of short-term
credit necessary for the clearance of purchases and sales of portfolio
securities but a Fund may make margin deposits in connection with permitted
transactions in options, futures contracts and options on futures contracts.
5. UNSEASONED ISSUERS
No Fund may invest more than 5% of the value of the Fund's total assets in
securities (other than fully collateralized debt obligations) issued by
companies that have conducted continuous operations for less than three years.
6. PLEDGING
No Fund may pledge, mortgage, hypothecate or encumber any of its assets except
to secure permitted borrowings or to secure other permitted transactions. The
deposit in escrow of securities in connection with the writing of put and call
options, collateralized loans of securities and collateral arrangements with
respect to margin for futures contracts are not deemed to be pledges or
hypothecations for this purpose. 7. TRUSTEES' AND OFFICERS' HOLDINGS No Fund may
invest in or hold securities of any issuer if officers and Trustees of the Trust
or the Adviser, individually owning beneficially more than 1/2 of 1% of the
securities of the issuer, in the aggregate own more than 5% of the issuer's
securities. 8. OIL, GAS OR MINERAL
No Fund may invest in interests in oil or gas or interests in other mineral
exploration or development programs.
3. PERFORMANCE DATA AND ADVERTISING
A. PERFORMANCE DATA
A Fund may quote performance in various ways. All performance information
supplied in advertising, sales literature, shareholder reports or other
materials is historical and is not intended to indicate future returns.
Performance information is reported on a class basis.
A Fund may compare any of its performance information with:
o Data published by independent evaluators such as Morningstar, Inc., Lipper
Analytical Services, Inc., IBC/Donoghue, Inc., CDA/Wiesenberger or other
companies which track the investment performance of investment companies
("Fund Tracking Companies").
o The performance of other mutual funds.
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o The performance of recognized stock, bond and other indices, including but
not limited to the Standard & Poor's 500(R) Index, the Russell 2000(R)
Index, the Russell MidcapTM Index, the Russell 1000(R) Value Index, the
Russell 2500(R) Index, the Morgan Stanley - Europe, Australian and Far East
Index, the Dow Jones Industrial Average, the Salomon Brothers Bond Index,
the Shearson Lehman Bond Index, U.S. Treasury bonds, bills or notes and
changes in the Consumer Price Index as published by the U.S. Department of
Commerce.
Performance information may be presented numerically or in a table, graph, or
similar illustration.
Indices are not used in the management of a Fund but rather are standards by
which the Fund's Subadviser and shareholders may compare the performance of the
Fund to an unmanaged composite of securities with similar, but not identical,
characteristics as the Fund.
A Fund may refer to: (1) general market performances over past time periods such
as those published by Ibbotson Associates (for instance, its "Stocks, Bonds,
Bills and Inflation Yearbook"); (2) mutual fund performance rankings and other
data published by Fund Tracking Companies; and (3) material and comparative
mutual fund data and ratings reported in independent periodicals, such as
newspapers and financial magazines.
A Fund's performance will fluctuate in response to market conditions and other
factors.
A Fund's performance may be quoted in terms of yield or total return. A Fund's
yield is a way of showing the rate of income the Fund earns on its investments
as a percentage of the Fund's share price. To calculate standardized yield for
all Funds, each Fund takes the income it earned from its investments for a
30-day period (net of expenses), divides it by the average number of shares
entitled to receive dividends, and expresses the result as an annualized
percentage rate based on the Fund's share price at the end of the 30-day period
A listing of certain performance data as of December 31, 1998 is contained in
Appendix C -- Performance Data.
B. PERFORMANCE CALCULATIONS
1. SEC YIELD
Standardized SEC yields for a Fund used in advertising are computed by dividing
the Fund's interest income (in accordance with specific standardized rules) for
a given 30 day or one month period, net of expenses, by the average number of
shares entitled to receive income distributions during the period, dividing this
figure by the Fund's net asset value per share at the end of the period and
annualizing the result (assuming compounding of income in accordance with
specific standardized rules) in order to arrive at an annual percentage rate.
Capital gains and losses generally are excluded from these calculations.
Income calculated for the purpose of determining a Fund's yield differs from
income as determined for other accounting purposes. Because of the different
accounting methods used, and because of the compounding assumed in yield
calculations, the yield quoted for a Fund may differ from the rate of
distribution of income from the Fund over the same period or the rate of income
reported in the Fund's financial statements.
Although published yield information is useful to you in reviewing a Fund's
performance, you should be aware that a Fund's yield fluctuates from day to day
and that the Fund's yield for any given period is not an indication or
representation by the Fund of future yields or rates of return on the Fund's
shares. Financial intermediaries may charge their customers that invest in a
Fund fees in connection with that investment. This will have the effect of
reducing the Fund's after-fee yield to those shareholders.
The yields of a Fund are not fixed or guaranteed, and an investment in a Fund is
not insured or guaranteed. Accordingly, yield information should not be used to
compare shares of a Fund with investment alternatives, which,
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<PAGE>
like money market instruments or bank accounts, may provide a fixed rate of
interest. Also, it may not be appropriate to compare a Fund's yield information
directly to similar information regarding investment alternatives that are
insured or guaranteed.
Yield is calculated according to the following formula:
a - b
Yield = 2[(------ + 1)6 - 1]
cd
Where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during
the period that were entitled to receive dividends
d = the maximum offering price per share on the last day of
the period
2. TOTAL RETURN CALCULATIONS
A Fund's total return shows its overall change in value, including changes in
share price and assuming all of the Fund's distributions are reinvested.
AVERAGE ANNUAL TOTAL RETURN. Average annual total return is calculated using a
formula prescribed by the SEC. To calculate standard average annual total
returns, a Fund: (1) determines the growth or decline in value of a hypothetical
historical investment in a Fund over a stated period; and (2) calculates the
annually compounded percentage rate that would have produced the same result if
the rate of growth or decline in value had been constant over the period. For
example, a cumulative return of 100% over ten years would produce an average
annual total return of 7.18%. While average annual returns are a convenient
means of comparing investment alternatives, investors should realize that
performance is not constant over time but changes from year to year, and that
average annual returns represent averaged figures as opposed to the actual
year-to-year performance of the Fund.
Average annual total return is calculated according to the following formula:
P (1+T) n = ERV
Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value:
ERV is the value, at the end of the applicable period, of a hypothetical $1,000
payment made at the beginning of the applicable period
Because average annual returns tend to smooth out variations in the Fund's
returns, shareholders should recognize that they are not the same as actual
year-by-year results.
OTHER MEASURES OF TOTAL RETURN. Standardized total return quotes may be
accompanied by non-standardized total return figures calculated by alternative
methods.
o A Fund may quote unaveraged or cumulative total returns, which reflect a
Fund's performance over a stated period of time.
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o Total returns may be stated in their components of income and capital
(including capital gains and changes in share price) in order to illustrate
the relationship of these factors and their contributions to total return.
Any total return may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments and/or a series of
redemptions over any time period
Period total return is calculated according to the following formula:
PT = (ERV/P-1)
Where:
PT = period total return
The other definitions are the same as in average annual total
return above
C. MULTICLASS PERFORMANCE
When a Fund has more than one class of shares, performance calculations for the
classes of shares that are created after the initial class may be stated so as
to include the performance of the initial class or classes of the Fund.
Generally, performance of the initial class is not restated to reflect the
expenses or expense ratio of the subsequent class.
Currently, the Funds use the actual date a class of shares commenced operations
as the beginning of that class' performance.
D. OTHER MATTERS
A Fund may also include various information in its advertising, sales
literature, shareholder reports or other materials including, but not limited
to: (1) portfolio holdings and portfolio allocation as of certain dates, such as
portfolio diversification by instrument type, by instrument, by location of
issuer or by maturity; (2) statements or illustrations relating to the
appropriateness of types of securities and/or mutual funds that may be employed
by an investor to meet specific financial goals, such as funding retirement,
paying for children's education and financially supporting aging parents; (3)
information (including charts and illustrations) showing the effects of
compounding interest (compounding is the process of earning interest on
principal plus interest that was earned earlier; interest can be compounded at
different intervals, such as annually, quarterly or daily); (4) information
relating to inflation and its effects on the dollar; (for example, after ten
years the purchasing power of $25,000 would shrink to $16,621, $14,968, $13,465
and $12,100, respectively, if the annual rates of inflation were 4%, 5%, 6% and
7%, respectively); (5) information regarding the effects of automatic investment
and systematic withdrawal plans, including the principal of dollar-cost
averaging; (6) biographical descriptions of the Fund's portfolio managers and
the portfolio management staff of the Fund's Subadviser, summaries of the views
of the portfolio managers with respect to the financial markets, or descriptions
of the nature of the Subadviser's and its staff's management techniques; (7) the
results of a hypothetical investment in the Fund over a given number of years,
including the amount that the investment would be at the end of the period; (8)
the effects of investing in a tax-deferred account, such as an individual
retirement account or Section 401(k) pension plan; (9) the net asset value, net
assets or number of shareholders of the Fund as of one or more dates; and (10) a
comparison of the Fund's operations to the operations of other funds or similar
investment products, such as a comparison of the nature and scope of regulation
of the products and the products' weighted average maturity, liquidity,
investment policies, and the manner of calculating and reporting performance.
As an example of compounding, $1,000 compounded annually at 9.00% will grow to
$1,090 at the end of the first year (an increase in $90) and $1,118 at the end
of the second year (an increase in $98). The extra $8 that was earned on the $90
interest from the first year is the compound interest. One thousand dollars
compounded annually
19
<PAGE>
at 9.00% will grow to $2,367 at the end of ten years and $5,604 at the end of 20
years. Other examples of compounding are as follows: at 7% and 12% annually,
$1,000 will grow to $1,967 and $3,106, respectively, at the end of ten years and
$3,870 and $9,646, respectively, at the end of twenty years. These examples are
for illustrative purposes only and are not indicative of a Fund's performance.
A Fund may advertise information regarding the effects of automatic investment
and systematic withdrawal plans, including the principal of dollar cost
averaging. In a dollar-cost averaging program, an investor invests a fixed
dollar amount in a Fund at period intervals, thereby purchasing fewer shares
when prices are high and more shares when prices are low. While such a strategy
does not insure a profit or guard against a loss in a declining market, the
investor's average cost per share can be lower than if fixed numbers of shares
had been purchased at those intervals. In evaluating such a plan, investors
should consider their ability to continue purchasing shares through periods of
low price levels. For example, if an investor invests $100 a month for a period
of six months in a Fund the following will be the relationship between average
cost per share ($14.35 in the example given) and average price per share:
<TABLE>
<S> <C> <C> <C>
SYSTEMATIC SHARE SHARES
PERIOD INVESTMENT PRICE PURCHASED
------ ---------- ----- ---------
1 $100 $10 10.00
2 $100 $12 8.33
3 $100 $15 6.67
4 $100 $20 5.00
5 $100 $18 5.56
6 $100 $16 6.25
---- --- ----
TOTAL AVERAGE TOTAL
INVESTED $600 PRICE $15.17 SHARES 41.81
</TABLE>
In connection with its advertisements, a Fund may provide "shareholder's
letters" which serve to provide shareholders or investors an introduction into
the Fund's, the Trust's or any of the Trust's service provider's policies or
business practices. For instance, advertisements may provide for a message from
the Fund's Subadviser that it has for more than twenty-five years been committed
to quality products and outstanding service to assist its customers in meeting
their financial goals and setting forth the reasons that the Subadviser believes
that it has been successful as a portfolio manager.
From time to time marketing materials may include a description of the Trust's
"manager of managers" structure which include the selection of an investment
consultant and sub-advisers and the criteria for their selection in terms of
asset size, investment expertise, reputation and staffing. Marketing materials
may include references to FAdS, a leading third party administrator, including
its expertise, staffing and assets under administration and distribution.
Marketing materials may explain that the Trust may be used as an investment
vehicle in many circumstances, including a cemetery merchandise trust, funeral
industry pre-need trusts, corporate retirement plans, IRAs, and other
association-related trusts.
4. MANAGEMENT
The business of the Trust is conducted under the direction of the Board. The
officers and Trustees of the Trust may be directors, officers or employees of
(and persons providing services to the Trust may include) FFS, its affiliates or
affiliates of the Trust.
A. TRUSTEES AND OFFICERS
TRUSTEES AND OFFICERS OF THE TRUST. The business and affairs of the Fund are
managed under the direction of the Board in compliance with the laws of the
state of Delaware. The names of the Trustees and officers of the Trust, their
position with the Trust, address, date of birth and principal occupations during
the past five years are set forth
20
<PAGE>
below. Each Trustee who is an "interested person" (as defined by the 1940 Act)
of the Trust is indicated by an asterisk.
<TABLE>
<S> <C> <C>
NAME, ADDRESS AND AGE POSITION(S) WITH FUND PRINCIPAL OCCUPATION(S) DURING THE PAST FIVE
YEARS
Christopher W. Hamm*, Chairman of the Board of President, Memorial Group, Inc. since 1998
Trustees, Executive Director, CIBC Oppenheimer 1996-98
5847 San Felipe, Suite 4545 President Vice President, Paine Webber 1993-96
Houston, Texas 77002 Valuation Committee, Member(1)
Born: March 1967
John Y. Keffer* Trustee President and Director, Forum Financial
Valuation Committee, Member(1) Services, Inc. for more than five years
Two Portland Square Director and sole shareholder (directly and
Portland, Maine 04101 indirectly) Forum Financial Group LLC, which
Born: July 1942 owns (directly or indirectly) Forum
Administrative Services, LLC. Forum Shareholder
Services, LLC and Forum Investment Advisers, LLC
Officer, Director or Trustee, various funds
managed and distributed by FAdS or FFS
Jay Brammer Trustee Executive Vice President, Gibralter Properties,
Audit Committee, Member(2) Inc., a real estate holding company, since 1995
9000 Keystone Crossing, Suite Executive Vice President, Gibraltar Mausoleum
1000 Corp., 1980-95
Indianapolis, Indiana 46240
Born: August 1957
J.B. Goodwin Trustee President, JBGoodwin Company, a comprehensive
Audit Committee, Member(2) real estate and holding company, for more than
3933 Steck Avenue, B-101 five years
Austin, Texas 78759
Born: December 1949
Robert Stillwell Trustee Attorney, Baker & Botts, a law firm, for more
Audit Committee, Chairman(2) than five years
3000 One Shell Plaza
Houston, Texas 77002
Born: January 1937
Sara M. Morris Treasurer Managing Director, Forum Fund Services, LLC
Treasurer and CFO, Forum Financial Group LLC
Two Portland Square since 1994
Portland, Maine 04101 Officer, various funds managed and distributed
Born: September 1963 by FAdS or FFS
Thomas G. Sheehan Vice President Managing Director and Counsel, Forum Financial
Group, LLC since 1993
Two Portland Square Special Counsel, Division of Investment
Portland, Maine 04101 Management SEC
Born: November 1968 Officer, various funds managed and distributed
by FAdS or FFS
21
<PAGE>
D. Blaine Riggle Secretary Assistant Counsel, Forum Financial Group, LLC,
since 1998
Two Portland Square Associate Counsel, Wright Express Corporation
Portland, Maine 04101 (a Fleet credit card company), 3/97 - 1/98
Born: November 1966 Associate at the law firm of Friedman, Babcock
& Gaythwaite, 1994 - 3/97
Officer, various funds managed and distributed
by FAdS or FFS
Stephen J. Barrett Assistant Secretary Manager of Client Services, Forum Financial
Group, LLC since 1996
Two Portland Square Senior Product Manager, Fidelity Investments,
Portland, Maine 04101 1994 - 1996
Born: November 1968 Officer, various funds managed and distributed
by FAdS or FFS
Marcella A. Cote Assistant Secretary Fund Administrator, Forum Financial Group, LLC,
since 1998
Two Portland Square Budget Analyst, State of Maine Department of
Portland, Maine 04101 Human Services, 2/97 - 5/98
Born: January 1947 Project Assistant, Muskie School of Public
Service, 1994 - 2/97
Officer, various funds managed and distributed
by FAdS or FFS
Dawn L. Taylor Assistant Treasurer Tax Manager, Forum Financial Group, LLC, since
1997
Two Portland Square Senior Tax Accountant, Purdy, Bingham &
Portland, Maine 04101 Burrell, LLC, 1/97 - 10/97
Born: May, 1964 Senior Fund Accountant, Forum Financial Group,
LLC, 9/94 - 1/97
Tax Consultant, New England Financial Services,
6/86 - 9/94
Officer, various funds managed
and distributed by FAdS or FFS
</TABLE>
(1) The Valuation Committee is responsible for determining and monitoring the
value of the Funds' assets.
(2) The Audit Committee is responsible for meeting with the Trust's independent
certified public accountants to (i) review the arrangements and scope of any
audit; (ii) discuss matters of concern relating to the Trust's financial
statements, including any adjustments to such statements recommended by the
accountants, or other results of any audit; (iii) consider the accountants'
comments with respect to the Trust's financial policies, procedures, and
internal accounting controls; and (iv) review any form of opinion the
accountants propose to render to the Trust.
B. COMPENSATION OF TRUSTEES AND OFFICERS
Each Trustee receives annual fees of $5,000 and $500 for each Board meeting
attended and is paid $500 for each committee meeting attended on a date when a
Board meeting is not held.
Trustees are also reimbursed for travel and related expenses incurred in
attending meetings of the Board.
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<PAGE>
Trustees that are affiliated with the Adviser receive no compensation for their
services or reimbursement for their associated expenses. No officer of the Trust
is compensated by the Trust.
The following table sets forth the fees paid to each Trustee by the Trust for
the fiscal year ending December 31, 1998.
<TABLE>
<S> <C> <C> <C> <C>
Pension or
Retirement
Aggregate Benefits Accrued Estimated Annual Total
Compensation from as Part of Fund Benefits upon Compensation from
Name, Position Trust Expenses Retirement Trust
- ------------------------------------- ------------------- ------------------- -------------------- -------------------
Christopher W. Hamm* $0 $0 $0 $0
John Y. Keffer* $0 $0 $0 $0
Jay Brammer $0 $0 $0 $0
J.B. Goodwin $1,500 $0 $0 $1,500
Robert Stillwell $1,500 $0 $0 $1,500
</TABLE>
C. INVESTMENT ADVISER
1. SERVICES OF ADVISER
The Adviser serves as investment adviser to each Fund pursuant to an investment
advisory agreement with the Trust. Under that agreement, the Adviser furnishes
at its own expense all services, facilities and personnel necessary in
connection with managing a Fund's investments and effecting portfolio
transactions for a Fund
2. OWNERSHIP OF ADVISER/AFFILIATIONS
The Adviser is 99% owned by Forum Trust and 1% owned by Forum Holdings Corp. I.
Forum Trust is 99% owned by Forum Financial Group, LLC of which Trustee John Y.
Keffer owns 98%. Forum Investment Advisers, LLC is registered as an investment
adviser with the SEC under the 1940 Act.
Sara M. Morris, Thomas G. Sheehan, Stephen J. Barrett, D. Blaine Riggle,
Marcella A. Cote and Dawn L. Taylor are employed by the Adviser (or affiliates
of the Adviser).
3. FEES
The Adviser's fee is calculated as a percentage of the applicable Fund's average
net assets. The fee is accrued daily by the Funds and is paid monthly based on
average net assets for the previous month. The fee is allocated among the
classes of shares of a Fund based on the average net assets of each class during
the same period.
In addition to receiving its advisory fee from each Fund, the Adviser may also
act and be compensated as investment manager for its clients with respect to
assets that are invested in a Fund. If an investor in a Fund also has a
separately managed account with the Adviser with assets invested in the Fund,
the Adviser will credit an amount equal to all or a portion of the fees received
by the Adviser against any investment management fee received from a client.
23
<PAGE>
Table 1 in Appendix B shows the dollar amount of the fees payable by the Trust
to the Adviser, the amount of the fee waived by the Adviser and the actual fee
received by the Adviser. The Adviser has agreed to waive fees as shown in
Exhibit B.
4. OTHER PROVISIONS OF ADVISER'S AGREEMENT
The Adviser's agreement must be approved at least annually by the Board or by
vote of the shareholders, and in either case by a majority of the Trustees who
are not parties to the agreement or interested persons of any such party.
The Adviser's agreement is terminable without penalty by the Trust with respect
to a Fund on 60 days' written notice to the Adviser when authorized either by
vote of a majority of the Fund's shareholders or by a vote of a majority of the
Board, or by the Adviser on 60 days' written notice to the Trust. The agreement
will terminate immediately upon its assignment.
5. SUBADVISERS
To assist it in carrying out its responsibility, the Adviser has retained the
following Subadvisers to render advisory services and make daily investment
decisions for each Fund pursuant to investment subadvisory agreements with the
Adviser (the "Subadvisory Agreements").
The Northern Trust Company ("NTC"), 50 South LaSalle Street, Chicago,
Illinois 60675, manages the portfolio of the GOVERNMENT BOND FUND.
NTC is a wholly-owned subsidiary of Northern Trust Corporation, a
Delaware corporation that was incorporated in 1889. NTC is exempt
from registration as an investment adviser under the Investment
Advisers Act of 1940 ("Advisers Act"). For its services, NTC receives
an advisory fee (excluding waivers) from the Adviser at an annual
rate of 0.20% of the Fund's average daily net assets.
Conseco Capital Management, Inc. ("CCM"), 11825 N. Pennsylvania
Street, Carmel, Indiana 46032, manages the portfolio of the CORPORATE
BOND FUND. CCM is a Delaware corporation that was organized in 1981
and is registered as an investment adviser under the Advisers Act.
CCM is a wholly-owned subsidiary of Conseco, Inc., a financial
services holding company that owns or controls several life insurance
companies. For its services, CCM receives an advisory fee (excluding
waivers) from the Adviser at an annual rate of 0.20% of the Fund's
average daily net assets.
Davis Hamilton Jackson & Associates, L.P. ("DHJA"), Two Houston
Center, 909 Fannin Street, Suite 550, Houston, Texas 77010, manages
the portfolio of the GROWTH EQUITY FUND. DHJA is a limited
partnership formed under the laws of Delaware that is registered as
an investment adviser under the Advisers Act. Affiliated Managers
Group, Inc. ("AMG"), a holding company that invests in investment
management firms, may be deemed to control DHJA due to an investment
it has made in DHJA. AMG does not participate in the day-to-day
management or the investment process of DHJA. For its services, DHJA
receives an advisory fee (excluding waivers) from the Adviser at an
annual rate of 0.30% of the Fund's average daily net assets.
Beutel, Goodman Capital Management ("BGCM"), 5847 San Felipe, Suite
4500, Houston, Texas 77057-3011, manages the portfolio of the VALUE
EQUITY FUND. BGCM is a partnership that was organized in 1988 and is
registered as an investment adviser under the Advisers Act. BGCM has
two general partners, Value Corp. and Beutel, Goodman America Inc.
Beutel, Goodman America Inc. is owned by BG Canada: 51% of BG Canada
is owned by its employees, 49% is owned by First International Asset
Management, Inc., a privately held company in Canada. BG Canada is
registered as an investment adviser with the Ontario and Quebec
Securities Commissions. For its services, BGCM receives an advisory
fee (excluding waivers) from the Adviser at an annual rate of 0.30%
of the Fund's average daily net assets.
24
<PAGE>
The Adviser pays a fee to each of the Subadvisers. These fees do not increase
the fees paid by shareholders of the Funds. The amount of the fees paid by the
Adviser to each Subadviser may vary from time to time as a result of periodic
negotiations with the Subadviser regarding such matters as the nature and extent
of the services (other than investment selection and order placement activities)
provided by the Subadviser to the Fund, the increased cost and complexity of
providing services to the Fund, the investment record of the Subadviser in
managing the Fund and the nature and magnitude of the expenses incurred by the
Subadviser in managing the Fund's assets and by the Adviser in overseeing and
administering management of the Fund. However, the contractual fee payable by
each Fund to the Adviser for investment advisory services will not vary as a
result of those negotiations.
The Adviser performs internal due diligence on each Subadviser and monitors each
Subadviser's performance using its proprietary investment adviser selection and
monitoring process. The Adviser will be responsible for communicating
performance targets and evaluations to Subadvisers, supervising each
Subadviser's compliance with the Fund's fundamental investment objectives and
policies, authorizing Subadvisers to engage in certain investment techniques for
the Fund, and recommending to the Board of Trustees whether sub-advisory
agreements should be renewed, modified or terminated. The Adviser also may from
time to time recommend that the Board replace one or more Subadvisers or appoint
additional Subadvisers, depending on the Adviser's assessment of what
combination of Subadvisers it believes will optimize each Fund's chances of
achieving its investment objectives. The sub-advisory agreements with respect to
the Funds are nearly identical to the Adviser's agreement, except for the fees
payable and certain other non-material matters.
D. DISTRIBUTOR
1. DISTRIBUTOR; SERVICES AND COMPENSATION OF DISTRIBUTOR
FFS, the distributor (also known as principal underwriter) of the shares of each
Fund, is located at Two Portland Square, Portland, Maine 04101. FFS is a
registered broker-dealer and is a member of the National Association of
Securities Dealers, Inc.
FFS, FAdS, FAcS, the Adviser and the Transfer Agent are each controlled
indirectly by Forum Financial Group, LLC. John Y. Keffer controls Forum
Financial Group, LLC.
Under its agreement with the Trust, FFS acts as the agent of the Trust in
connection with the offering of shares of the Funds. FFS continually distributes
shares of the Funds on a best efforts basis. FFS has no obligation to sell any
specific quantity of Fund shares.
The Trust share class has a distribution plan adopted under SEC Rule 12b-1 that
allows the Fund to pay asset-based sales charges or distribution fees for the
distribution and sale of its shares. These fees are charged at an annual rate of
0.25 percent of the average daily net assets of each Fund's Trust shares.
Because these fees are paid out of a Fund's assets on an on-going basis, over
time these fees will increase the cost of your investment and may cost you more
than paying other types of sales charges. These fees are paid to Memorial Group,
Inc. ("MGI"), a corporation of which Christopher W. Hamm, the Chairman of the
Board and President of the Trust, is the sole shareholder. For the fiscal year
ending December 31, 1998, MGI waived all of its 12b-1 fees. Absent such waiver,
MGI is to reimbursed for the expenses it incurs. MGI may incur expenses for any
distribution-related purpose it deems necessary or appropriate, including the
following principal activities: (i) compensation to employees and expenses,
including overhead, travel and telephone and other communication expenses, of
MGI, (ii) the incremental costs of printing and distributing prospectuses,
statements of additional information, annual reports and other periodic reports
for use in connection with the offering for sale of Trust shares to any
prospective investors, (iii) preparing, printing and distributing sales
literature and advertising materials used in connection with the offering of
Trust shares for sale to the public.
25
<PAGE>
2. OTHER PROVISIONS OF DISTRIBUTOR'S AGREEMENT
FFS's distribution agreement must be approved at least annually by the Board or
by vote of the shareholders, and in either case by a majority of the Trustees
who are not parties to the agreement or interested persons of any such party and
with respect to each class of a Fund for which there is an effective Plan,
Trustees who do not have any direct or indirect financial interest in any such
Plan applicable to the class or in any agreement to the Plan.
FFS's agreement is terminable without penalty by the Trust with respect to a
Fund on 60 days' written notice when authorized either by vote of a majority the
Fund's outstanding shareholders or by a vote of a majority of the Board, or by
FFS on 60 days' written notice to the Trust.
Under its agreement, FFS is not liable for any error of judgment or mistake of
law or for any act or omission in the performance of its duties to a Fund,
except for willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of reckless disregard of its obligations and duties
under the agreement.
Under its agreement, FFS and certain related parties (such as FFS's officers and
persons that control FFS) are indemnified by the Trust against any and all
claims and expenses in any way related to FFS's actions (or failures to act)
that are consistent with FFS's contractual standard of care. This means that as
long as FFS satisfies its contractual duties, the Trust is responsible for the
costs of: (1) defending FFS against claims that FFS breached a duty it owed to
the Trust; and (2) paying judgments against FFS. The Trust is not required to
indemnify FFS if the Trust does not receive written notice of and reasonable
opportunity to defend against a claim against FFS in the Trust's own name or in
the name of FFS.
FFS may enter into agreements with selected broker-dealers, banks, or other
financial institutions for distribution of shares of the Fund. These financial
institutions may charge a fee for their services and may receive shareholders
service fees even though shares of the Fund are sold without sales charges or,
in the case of Institutional shares, distribution fees. These financial
institutions may otherwise act as processing agents, and will be responsible for
promptly transmitting purchase, redemption and other requests to the Fund.
Investors who purchase shares in this manner will be subject to the procedures
of the institution through whom they purchase shares, which may include charges,
investment minimums, cutoff times and other restrictions in addition to, or
different from, those listed herein. Information concerning any charges or
services will be provided to customers by the financial institution. When
purchasing shares of the Fund in this manner, you should acquaint yourself with
your institution's procedures and should read the Prospectus and this SAI in
conjunction with any materials and information provided by your institution. The
financial institution and not its customers will be the shareholder of record,
although customers may have the right to vote shares depending upon their
arrangement with the institution.
E. OTHER FUND SERVICE PROVIDERS
1. ADMINISTRATOR
As administrator, pursuant to an agreement with the Trust, FAdS is responsible
for the supervision of the overall management of the Trust, providing the Trust
with general office facilities and providing persons satisfactory to the Board
to serve as officers of the Trust.
For its services, FAdS receives fees from each Fund at an annual rate as
follows: 0.15% of the average daily net assets under $150 million of each Fund
and 0.10% of the average daily net assets over $150 million of each Fund.
Notwithstanding the above, the minimum fee per Fund shall be $30,000 per year
($2,500 per month). The fees are accrued daily by the Funds and are paid monthly
in arrears on the first day of each calendar month for services performed under
the agreement during the prior calendar month.
26
<PAGE>
Table 2 in Appendix B shows the dollar amount of the fees payable by the Trust
to FAdS, the amount of the fee waived by FAdS and the actual fee received by
FAdS.
FAdS's agreement is terminable without penalty by the Trust or by FAdS with
respect to a Fund on 60 days' written notice. Under the agreement, FAdS is not
liable for any error of judgment or mistake of law or for any act or omission in
the performance of its duties to a Fund, except for willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under the agreement.
EXPENSE LIMITATIONS. FAdS and Memorial Group, Inc. have undertaken to assume
certain expenses of the Funds (or waive its fees). This undertaking is designed
to place a maximum limit on expenses (including all fees to be paid to the
Adviser but excluding taxes, interest, brokerage commissions and other portfolio
transaction expenses and extraordinary expenses) of: (1) 1.00% of the average
daily net assets of the Institutional Class of each Equity Fund; (2) 0.65% of
the average daily net assets of the Institutional Class of Government Bond Fund,
0.60% of the average daily net assets of the Institutional Class of Corporate
Bond Fund; and (3) 1.25% of the average daily net assets of the Trust Class of
each Equity Fund.
2. FUND ACCOUNTANT
As fund accountant, pursuant to an agreement with the Trust, FAcS provides fund
accounting services to each Fund. These services include calculating the NAV per
share of each Fund (and class) and preparing the Funds' financial statements and
tax returns.
For its services, FAcS receives fees from each Fund at an annual rate of $36,000
plus certain share class charges . FAcS is paid additional surcharges of $12,000
per year for each additional share class of the Fund above one. The fees are
accrued daily by the Funds and are paid monthly based on the transactions and
positions for the previous month.
Table 3 in Appendix B shows the dollar amount of the fees payable by the Trust
to FAcS, the amount of the fee waived by FAcS and the actual fee received by
FAcS.
FAcS's agreement is terminable without penalty by the Trust or by FAcS with
respect to a Fund on 60 days' written notice. Under the agreement, FAcS is not
liable any act or omission in the performance of its duties to a Fund, except
for willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
the agreement. Under the agreement, in calculating a Fund's NAV per share, FAcS
is deemed not to have committed an error if the NAV per share it calculates is
within 1/10 of 1% of the actual NAV per share (after recalculation) or any loss
to a shareholder if the NAV difference is less than or equal to 1/2 of 1% or if
the loss in the shareholder's account is less than or equal to $10.00. In
addition, in calculating NAV per share FAcS is not liable for the errors of
others, including the companies that supply securities prices to FAcS and the
Funds.
3. TRANSFER AGENT
As transfer agent and distribution paying agent, pursuant to an agreement with
the Trust, the Transfer Agent maintains an account for each shareholder of
record of a Fund and is responsible for processing purchase and redemption
requests and paying distributions to shareholders of record. The Transfer Agent
is located at Two Portland Square, Portland, Maine 04101 and is registered as a
transfer agent with the SEC.
For its services, the Transfer Agent receives a fee from each Fund at an annual
rate of $24,000 for the first share class, $12,000 per additional share class
and $25.00 per shareholder account. The fees are accrued daily by the Funds and
are paid monthly in arrears. Table 4 in Appendix B shows the dollar amount of
the fees payable by the Trust to the Transfer Agent, the amount of the fee
waived by the Transfer Agent and the actual fee received by the Transfer Agent.
27
<PAGE>
The Transfer Agent's agreement is terminable without penalty by the Trust or by
the Transfer Agent with respect to a Fund on 60 days' written notice. Under the
agreement, the Transfer Agent is not liable for any act or omission in the
performance of its duties to a Fund, except for willful misconduct, bad faith or
gross negligence in the performance of its duties under the agreement.
4. CUSTODIAN
As custodian, pursuant to an agreement with the Trust, Investors Bank & Trust
Company safeguards and controls the Funds' cash and securities, determines
income and collects interest on Fund investments. The Custodian may employ
foreign subcustodians to provide custody of a Fund's foreign assets. The
Custodian is located at 200 Clarendon Street, Boston, Massachusetts 02105.
For its services, the Custodian receives a fee from each Fund at an annual rate
as follows: (1) 0.02% of the average daily net assets of the Fund for the first
$100 million in Fund assets; (2) 0.015% of the average daily net assets of the
Fund for the next $100 million in Fund assets; and (3) 0.001% of the average
daily net assets of the Fund for remaining Fund assets. The Custodian is also
paid certain transaction fees. These fees are accrued daily by the Funds and are
paid monthly based on average net assets and transactions for the previous
month.
5. LEGAL COUNSEL
Legal matters in connection with the issuance of shares of the Trust are passed
upon by the law firm of Seward & Kissel LLP, 1200 G Street, NW, Washington, DC
20005.
6. INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, independent auditors, 99 High Street, Boston, MA 02110,
have been selected as auditors for each Fund. The auditors audit the annual
financial statements of the Funds and provide the Funds with an audit opinion.
The auditors also review certain regulatory filings of the Funds and the Funds'
tax returns.
5. PORTFOLIO TRANSACTIONS
A. HOW SECURITIES ARE PURCHASED AND SOLD
Purchases and sales of portfolio securities that are fixed income securities
(for instance, money market instruments and bonds, notes and bills) usually are
principal transactions. In a principal transaction, the party from whom the Fund
purchases or to whom the Fund sells is acting on its own behalf (and not as the
agent of some other party such as its customers). These securities normally are
purchased directly from the issuer or from an underwriter or market maker for
the securities. There usually are no brokerage commissions paid for these
securities.
Purchases and sales of portfolio securities that are equity securities (for
instance common stock and preferred stock) are generally effected; (1) if the
security is traded on an exchange, through brokers who charge commissions; and
(2) if the security is traded in the "over-the-counter" markets, in a principal
transaction directly from a market maker. In transactions on stock exchanges,
commissions are negotiated. When transactions are executed in an
over-the-counter market, the Subadviser will seek to deal with the primary
market makers; but when necessary in order to obtain best execution, the
Subadviser will utilize the services of others.
Purchases of securities from underwriters include a disclosed fixed commission
or concession paid by the issuer to the underwriter, and purchases from dealers
serving as market makers include the spread between the bid and asked price.
In the case of fixed income and equity securities traded in the over-the-counter
markets, there is generally no stated commission, but the price usually includes
an undisclosed commission or markup.
28
<PAGE>
B. COMMISSIONS PAID
Table 5 in Appendix B shows the aggregate brokerage commissions with respect to
each Fund. The data presented are for the past three fiscal years or a shorter
period if the Fund has been in operation for a shorter period, except as
otherwise noted. The table also indicates the reason for any material change in
the last two years in the amount of brokerage commissions paid by a Fund.
C. ADVISER RESPONSIBILITY FOR PURCHASES AND SALES
Each Subadviser places orders for the purchase and sale of securities with
brokers and dealers selected by and in the discretion of the Subadviser. No Fund
has any obligation to deal with any specific broker or dealer in the execution
of portfolio transactions. Allocations of transactions to brokers and dealers
and the frequency of transactions are determined by a Subadviser in its best
judgment and in a manner deemed to be in the best interest of the Fund rather
than by any formula.
Each Subadviser seeks "best execution" for all portfolio transactions. This
means that the Subadvisers seek the most favorable price and execution
available. A Subadviser's primary consideration in executing transactions for a
Fund is prompt execution of orders in an effective manner and at the most
favorable price available.
1. CHOOSING BROKER-DEALERS
The Funds may not always pay the lowest commission or spread available. Rather,
in determining the amount of commissions (including certain dealer spreads) paid
in connection with securities transactions, the Subadviser of each Fund takes
into account factors such as size of the order, difficulty of execution,
efficiency of the executing broker's facilities (including the research services
described below) and any risk assumed by the executing broker.
Consistent with applicable rules and the Subadviser's duties, the Subadviser
may: (1) consider sales of shares of the Funds as a factor in the selection of
broker-dealers to execute portfolio transactions for a Fund; and (2) take into
account payments made by brokers effecting transactions for a Fund (these
payments may be made to the Fund or to other persons on behalf of the Fund for
services provided to the Fund for which those other persons would be obligated
to pay.
2. OBTAINING RESEARCH FROM BROKERS
Each Subadviser may give consideration to research services furnished by brokers
to the Subadviser for its use and may cause a Fund to pay these brokers a higher
amount of commission than may be charged by other brokers. This research is
designed to augment the Subadviser's own internal research and investment
strategy capabilities. This research may be used by the Subadviser in connection
with services to clients other than the Funds, and not all research services may
be used by the Subadviser in connection with the Funds. The Subadviser's fees
are not reduced by reason of the Subadviser's receipt of research services.
Each Subadviser has full brokerage discretion. It evaluates the range of quality
of a broker's services in placing trades including securing best price,
confidentiality, clearance and settlement capabilities, promptness of execution
and the financial stability of the broker-dealer. Under certain circumstances,
the value of research provided by a broker-dealer may be a factor in the
selection of a broker. This research would include reports that are common in
the industry. Typically, the research will be used to service all of the
Subadviser's accounts although a particular client may not benefit from all the
research received on each occasion. The nature of the services purchased for
clients include industry research reports and periodicals, quotation systems,
software for portfolio management and formal databases.
Occasionally, a Subadviser may place an order with a broker and pay a slightly
higher commission than another broker might charge. If this is done it will be
because of the Subadviser's need for specific research, for specific expertise a
firm may have in a particular type of transaction (due to factors such as size
or difficulty), or for speed/efficiency in execution. Since most of the
Subadvisers' brokerage commissions for research are for economic
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research on specific companies or industries, and since the Subadvisers are
involved with a limited number of securities, most of the commission dollars
spent for industry and stock research directly benefit the Funds' shareholders.
There are occasions on which portfolio transactions may be executed as part of
concurrent authorizations to purchase or sell the same securities for more than
one account served by a Subadviser, some of which accounts may have similar
investment objectives. Although such concurrent authorizations potentially could
be either advantageous or disadvantageous to any one or more particular
accounts, they will be effected only when the Subadviser believes that to do so
will be in the best interest of the affected accounts. When such concurrent
authorizations occur, the objective will be to allocate the execution in a
manner, which is deemed equitable to the accounts involved. Clients are
typically allocated securities with prices averaged on a per-share or per-bond
basis.
In some cases, a client may direct a Subadviser to use a broker or dealer of the
client's choice. If the client directs the Subadviser to use a particular
broker, the Subadviser may not be authorized to negotiate commissions and may be
unable to obtain volume discounts or best execution. In these cases, there could
be some disparity in commission charges among these clients.
3. COUNTERPARTY RISK
Each Subadviser monitors the creditworthiness of counterparties to its Fund's
transactions and intends to enter into a transaction only when it believes that
the counterparty presents minimal and appropriate credit risks.
4. TRANSACTIONS THROUGH AFFILIATES
The Subadvisers do not effect brokerage transactions through affiliates of the
Adviser or Subadviser (or affiliates of those persons).
5. OTHER ACCOUNTS OF THE ADVISER OR SUBADVISER
Investment decisions for the Funds are made independently from those for any
other account or investment company that is or may in the future become managed
by a Subadviser. Investment decisions are the product of many factors, including
basic suitability for the particular client involved. Thus, a particular
security may be bought or sold for certain clients even though it could have
been bought or sold for other clients at the same time. Likewise, a particular
security may be bought for one or more clients when one or more clients are
selling the security. In some instances, one client may sell a particular
security to another client. It also sometimes happens that two or more clients
simultaneously purchase or sell the same security. In that event, each day's
transactions in such security are, insofar as is possible, averaged as to price
and allocated between such clients in a manner which, in the respective
Subadviser's opinion, is equitable to each and in accordance with the amount
being purchased or sold by each. There may be circumstances when purchases or
sales of a portfolio security for one client could have an adverse effect on
another client that has a position in that security. In addition, when purchases
or sales of the same security for a Fund and other client accounts managed by
the Fund's Subadviser occurs contemporaneously, the purchase or sale orders may
be aggregated in order to obtain any price advantages available to large
denomination purchases or sales.
6. PORTFOLIO TURNOVER
The frequency of portfolio transactions of a Fund (the portfolio turnover rate)
will vary from year to year depending on many factors. Portfolio turnover rate
is reported in the Prospectus. From time to time a Fund may engage in active
short-term trading to take advantage of price movements affecting individual
issues, groups of issues or markets. An annual portfolio turnover rate of 100%
would occur if all of the securities in a Fund were replaced once in a period of
one year. Higher portfolio turnover rates may result in increased brokerage
costs to a Fund and a possible increase in short-term capital gains or losses.
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D. SECURITIES OF REGULAR BROKER-DEALERS
From time to time a Fund may acquire and hold securities issued by its "regular
brokers and dealers" or the parents of those brokers and dealers. For this
purpose, regular brokers and dealers means the 10 brokers or dealers that: (1)
received the greatest amount of brokerage commissions during the Fund's last
fiscal year; (2) engaged in the largest amount of principal transactions for
portfolio transactions of the Fund during the Fund's last fiscal year; or (3)
sold the largest amount of the Fund's shares during the Fund's last fiscal year.
During the past fiscal year, there were no regular brokers and dealers for any
Fund.
6. ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
A. GENERAL INFORMATION
Shareholders may effect purchases or redemptions or request any shareholder
privilege in person at the Transfer Agent's offices located at Two Portland
Square, Portland, Maine 04101.
The Funds accept orders for the purchase or redemption of shares on any weekday
except days when the New York Stock Exchange is closed.
B. ADDITIONAL PURCHASE INFORMATION
Shares of each Fund are sold on a continuous basis by the distributor at net
asset value ("NAV") per share without any sales charge. Accordingly, the
offering price per share is the same as the NAV per share.
Fund shares are normally issued for cash only. In the Adviser or Subadviser's
discretion, however, a Fund may accept portfolio securities that meet the
investment objective and policies of a Fund as payment for Fund shares. A Fund
will only accept securities that: (1) are not restricted as to transfer by law
and are not illiquid; and (2) have a value that is readily ascertainable (and
not established only by valuation procedures).
1. IRAS
All contributions into an IRA through the automatic investing service are
treated as IRA contributions made during the year the investment is received.
2. UGMAS/UTMAS
If the trustee's name is not in the account registration of a gift or transfer
to minor ("UGMA/UTMA") account, the investor must provide a copy of the trust
document.
3. PURCHASES THROUGH FINANCIAL INSTITUTIONS
You may purchase and redeem shares through certain broker-dealers, banks and
other financial institutions. Financial institutions may charge their customers
a fee for their services and are responsible for promptly transmitting purchase,
redemption and other requests to the Funds.
If you purchase shares through a financial institution, you will be subject to
the institution's procedures, which may include charges, limitations, investment
minimums, cutoff times and restrictions in addition to, or different from, those
applicable when you invest in a Fund directly. When you purchase a Fund's shares
through a financial institution, you may or may not be the shareholder of record
and, subject to your institution's procedures, you may have Fund shares
transferred into your name. There is typically a three-day settlement period for
purchases and redemptions through broker-dealers. Certain financial institutions
may also enter purchase orders with payment to follow.
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You may not be eligible for certain shareholder services when you purchase
shares through a financial institution. Contact your institution for further
information. If you hold shares through a financial institution, the Funds may
confirm purchases and redemptions to the financial institution, which will
provide you with confirmations and periodic statements. The Funds are not
responsible for the failure of any financial institution to carry out its
obligations.
Investors purchasing shares of the Funds through a financial institution should
read any materials and information provided by the financial institution to
acquaint themselves with its procedures and any fees that the institution may
charge.
C. ADDITIONAL REDEMPTION INFORMATION
A 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
transactions effected for the benefit of a shareholder which is applicable to a
Fund's shares as provided in the Prospectus.
1. SUSPENSION OF RIGHT OF REDEMPTION
The right of redemption may not be suspended, except for any period during
which: (1) the New York Stock Exchange, Inc. is closed (other than customary
weekend and holiday closings) or during which the SECdetermines that trading
thereon is restricted; (2) an emergency (as determined by the SEC) exists as a
result of which disposal by a Fund of its securities is not reasonably
practicable or as a result of which it is not reasonably practicable for a Fund
fairly to determine the value of its net assets; or (3) the SEC may by order
permit for the protection of the shareholders of a Fund.
2. REDEMPTION-IN-KIND
Redemption proceeds normally are paid in cash. Payments may be made wholly or
partly in portfolio securities, however, if the Board determines conditions
exist which would make payment in cash detrimental to the best interests of a
Fund. If redemption proceeds are paid wholly or partly in portfolio securities,
brokerage costs may be incurred by the shareholder in converting the securities
to cash. The Trust has filed an election with the SEC pursuant to which a Fund
may only effect a redemption in portfolio securities if the particular
shareholder is redeeming more than $250,000 or 1% of the Fund's total net
assets, whichever is less, during any 90-day period.
D. NAV DETERMINATION
In determining a Fund's NAV per share, securities for which market quotations
are readily available are valued at current market value using the last reported
sales price. If no sale price is reported, the average of the last bid and ask
price is used. If no average price is available, the last bid price is used. If
market quotations are not readily available, then securities are valued at fair
value as determined by the Board (or its delegate).
E. DISTRIBUTIONS
Distributions of net investment income will be reinvested at a Fund's NAV per
share as of the last day of the period with respect to which the distribution is
paid. Distributions of capital gain will be reinvested at the NAV per share of a
Fund on the payment date for the distribution. Cash payments may be made more
than seven days following the date on which distributions would otherwise be
reinvested.
The per share net asset values of each class of shares of a Fund are expected to
be substantially the same. Under certain circumstances, however, the per share
net asset value of each class may vary. Due to the higher expenses of Trust
Shares, the net asset value of Trust Shares will generally be lower than the net
asset value of the Institutional Shares. The per share net asset value of each
class of a Fund eventually will tend to converge immediately after the payment
of dividends, which will differ by approximately the amount of the expense
accrual differential among the classes.
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SHAREHOLDER SERVICES
RETIREMENT ACCOUNTS. The Funds may be a suitable investment vehicle for part or
all of the assets held in Traditional or Roth individual retirement accounts
(collectively, "IRAs"). Call the Funds at 1-888-263-5593 to obtain an IRA
account application. Generally, investment earnings in an IRA will be
tax-deferred until withdrawn. If certain requirements are met, investment
earnings held in a Roth IRA will not be taxed even when withdrawn. You may
contribute up to $2,000 annually to an IRA. Only contributions to Traditional
IRAs are tax-deductible. However, that deduction may be reduced if you or your
spouse is an active participant in an employer-sponsored retirement plan and you
(or you and your spouse) have adjusted gross income above certain levels. Your
ability to contribute to a Roth IRA also may be restricted if you or, if you are
married, you and your spouse have adjusted gross income above certain levels.
Your employer may also contribute to your IRA as part of a Savings Incentive
Match Plan for Employees, or "SIMPLE plan," established after December 31, 1996.
Under a SIMPLE plan, you may contribute up to $6,000 annually to your IRA, and
your employer must generally match such contributions up to 3% of your annual
salary. Alternatively, your employer may elect to contribute to your IRA 2% of
the lesser of your earned income or $160,000.
This information on IRAs is based on regulations in effect as of January 1, 1999
and summarizes only some of the important federal tax considerations affecting
IRA contributions. These comments are not meant to be a substitute for tax
planning. Consult your tax advisors about your specific tax situation.
EXCHANGES
By making an exchange by telephone, you authorize the Transfer Agent to act on
telephonic instructions believed by the Transfer Agent to be genuine
instructions from any person representing himself or herself to be you. The
records of the Transfer Agent of such instructions are binding. The exchange
procedures may be modified or terminated at any time upon appropriate notice to
shareholders. For Federal income tax purposes, exchanges are treated as sales on
which a purchaser will realize a capital gain or loss depending on whether the
value of the shares redeemed is more or less than the shareholder's basis in
such shares at the time of such transaction.
You may purchase, with the proceeds from a redemption of all or part of their
shares, shares of the same class of any other Fund of the Trust or a designated
class of Daily Assets Government Fund, a money market fund of Forum Funds.
7. TAXATION
The tax information set forth in the Prospectus and the information in this
section relates solely to U.S. federal income tax law and assumes that each Fund
qualifies as a regulated investment company (as discussed below). Such
information is only a summary of certain key federal income tax considerations
affecting each Fund and its shareholders that are not described in the
Prospectus. No attempt has been made to present a complete explanation of the
federal tax treatment of the Funds or the implications to shareholders. The
discussions here and in the Prospectus are not intended as substitutes for
careful tax planning.
This "Taxation" section is based on the Code and applicable regulations in
effect on the date hereof. Future legislative or administrative changes or court
decisions may significantly change the tax rules applicable to the Funds and
their shareholders. Any of these changes or court decisions may have a
retroactive effect.
ALL INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISOR AS TO THE FEDERAL, STATE,
LOCAL AND FOREIGN TAX PROVISIONS APPLICABLE TO THEM.
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A. QUALIFICATION AS A REGULATED INVESTMENT COMPANY
Each Fund intends for each tax year to qualify as a "regulated investment
company" under the Code. This qualification does not involve governmental
supervision of management or investment practices or policies of a Fund.
The tax year-end of each Fund is December 31 (the same as the Fund's fiscal year
end).
1. MEANING OF QUALIFICATION
As a regulated investment company, a Fund will not be subject to federal income
tax on the portion of its investment company taxable income (i.e., taxable
interest, dividends, net short-term capital gains, and other taxable ordinary
income, net of expenses) and net capital gain (i.e., the excess of net long-term
capital gains over net short-term capital losses) that it distributes to
shareholders. In order to qualify to be taxed as a regulated investment company
a Fund must satisfy the following requirements:
o The Fund must distribute at least 90% of its investment company taxable
income for the tax year. (Certain distributions made by a Fund after the
close of its tax year are considered distributions attributable to the
previous tax year for purposes of satisfying this requirement.)
o The Fund must derive at least 90% of its gross income from certain types of
income derived with respect to its business of investing in securities.
o The Fund must satisfy the following asset diversification test at the close
of each quarter of the Fund's tax year: (1) at least 50% of the value of
the Fund's assets must consist of cash and cash items, U.S. government
securities, securities of other regulated investment companies, and
securities of other issuers (as to which the Fund has not invested more
than 5% of the value of the Fund's total assets in securities of the issuer
and as to which the Fund does not hold more than 10% of the outstanding
voting securities of the issuer); and (2) no more than 25% of the value of
the Fund's total assets may be invested in the securities of any one issuer
(other than U.S. Government securities and securities of other regulated
investment companies), or in two or more issuers which the Fund controls
and which are engaged in the same or similar trades or businesses.
Each Fund generally intends to operate in a manner such that it will not be
liable for federal income tax.
2. FAILURE TO QUALIFY
If for any tax year a Fund does not qualify as a regulated investment company,
all of its taxable income (including its net capital gain) will be subject to
tax at regular corporate rates without any deduction for dividends to
shareholders, and the dividends will be taxable to the shareholders as ordinary
income to the extent of a Fund's current and accumulated earnings and profits. A
portion of these distributions generally may be eligible for the
dividends-received deduction in the case of corporate shareholders.
Failure to qualify as a regulated investment company would thus have a negative
impact on a Fund's income and performance. It is possible that a Fund will not
qualify as a regulated investment company in any given tax year.
B. FUND DISTRIBUTIONS
Each Fund anticipates distributing substantially all of its investment company
taxable income for each tax year. These distributions are taxable to
shareholders as ordinary income. In the case of Growth Equity Fund and Value
Equity Fund, a portion of these distributions may qualify for the 70%
dividends-received deduction for corporate shareholders.
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Each Fund anticipates distributing substantially all of its net capital gain for
each tax year. These distributions generally are made only once a year, usually
in November or December, but the Funds may make additional distributions of net
capital gain at any time during the year. These distributions are taxable to
shareholders as long-term capital gain, regardless of how long a shareholder has
held shares. These distributions do not qualify for the dividends-received
deduction.
Each Fund may have capital loss carryovers (unutilized capital losses from prior
years). These capital loss carryovers (which can be used for up to eight years)
may be used to offset any current capital gain (whether short- or long-term).
All capital loss carryovers are listed in the Funds' financial statements. Any
such losses may not be carried back.
Distributions by a Fund that do not constitute ordinary income dividends or
capital gain dividends will be treated as a return of capital. Return of capital
distributions reduce the shareholder's tax basis in the shares and are treated
as gain from the sale of the shares to the extent the shareholder's basis would
be reduced below zero.
All distributions by a Fund will be treated in the manner described above
regardless of whether the distribution is paid in cash or reinvested in
additional shares of the Fund (or of another Fund). Shareholders receiving a
distribution in the form of additional shares will be treated as receiving a
distribution in an amount equal to the fair market value of the shares received,
determined as of the reinvestment date.
A shareholder may purchase shares whose net asset value at the time reflects
undistributed net investment income or recognized capital gain, or unrealized
appreciation in the value of the assets of a Fund. Distributions of these
amounts are taxable to the shareholder in the manner described above, although
the distribution economically constitutes a return of capital to the
shareholder.
Shareholders purchasing shares of a Fund just prior to the ex-dividend date of a
distribution will be taxed on the entire amount of the distribution received,
even though the net asset value per share on the date of the purchase reflected
the amount of the distribution.
Ordinarily, shareholders are required to take distributions by a Fund into
account in the year in which they are made. A distribution declared in October,
November or December of any year and payable to shareholders of record on a
specified date in those months, however, is deemed to be received by the
shareholders (and made by the Fund) on December 31 of that calendar year if the
distribution is actually paid in January of the following year.
Shareholders will be advised annually as to the U.S. federal income tax
consequences of distributions made (or deemed made) to them during the year.
C. CERTAIN TAX RULES APPLICABLE TO THE FUNDS TRANSACTIONS
For federal income tax purposes, when put and call options purchased by a Fund
expire unexercised, the premiums paid by the Fund give rise to short- or
long-term capital losses at the time of expiration (depending on the length of
the respective exercise periods for the options). When put and call options
written by a Fund expire unexercised, the premiums received by the Fund give
rise to short-term capital gains at the time of expiration. When a Fund
exercises a call, the purchase price of the underlying security is increased by
the amount of the premium paid by the Fund. When a Fund exercises a put, the
proceeds from the sale of the underlying security are decreased by the premium
paid. When a put or call written by a Fund is exercised, the purchase price
(selling price in the case of a call) of the underlying security is decreased
(increased in the case of a call) for tax purposes by the premium received.
Certain listed options, regulated futures contracts and forward currency
contracts are considered "Section 1256 contracts" for federal income tax
purposes. Section 1256 contracts held by a Fund at the end of each tax year are
"marked to market" and treated for federal income tax purposes as though sold
for fair market value on the last business day of the tax year. Gains or losses
realized by a Fund on Section 1256 contracts generally is considered
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60% long-term and 40% short-term capital gains or losses. Each Fund can elect to
exempt its Section 1256 contracts, which are part of a "mixed straddle" (as
described below) from the application of Section 1256.
Any option, futures contract, or other position entered into or held by a Fund
in conjunction with any other position held by the Fund may constitute a
"straddle" for federal income tax purposes. A straddle of which at least one,
but not all, the positions are Section 1256 contracts, may constitute a "mixed
straddle". In general, straddles are subject to certain rules that may affect
the character and timing of a Fund's gains and losses with respect to straddle
positions by requiring, among other things, that: (1) the loss realized on
disposition of one position of a straddle may not be recognized to the extent
that the Fund has unrealized gains with respect to the other position in such
straddle; (2) the Fund's holding period in straddle positions be suspended while
the straddle exists (possibly resulting in gain being treated as short-term
capital gain rather than long-term capital gain); (3) the losses recognized with
respect to certain straddle positions which are part of a mixed straddle and
which are non-Section 1256 positions be treated as 60% long-term and 40%
short-term capital loss; (4) losses recognized with respect to certain straddle
positions which would otherwise constitute short-term capital losses be treated
as long-term capital losses; and (5) the deduction of interest and carrying
charges attributable to certain straddle positions may be deferred. Various
elections are available to a Fund, which may mitigate the effects of the
straddle rules, particularly with respect to mixed straddles. In general, the
straddle rules described above do not apply to any straddles held by a Fund all
of the offsetting positions of which consist of Section 1256 contracts.
If a Fund invests in the securities of foreign issuers, the Fund's income may be
subject to foreign withholding taxes.
D. FEDERAL EXCISE TAX
A 4% non-deductible excise tax is imposed on a regulated investment company that
fails to distribute in each calendar year an amount equal to: (1) 98% of its
ordinary taxable income for the calendar year; and (2) 98% of its capital gain
net income for the one-year period ended on October 31 (or December 31, if
elected by the Fund) of the calendar year. The balance of the Fund's income must
be distributed during the next calendar year. A Fund will be treated as having
distributed any amount on which it is subject to income tax for any tax year.
For purposes of calculating the excise tax, each Fund: (1) reduces its capital
gain net income (but not below its net capital gain) by the amount of any net
ordinary loss for the calendar year and (2) excludes foreign currency gains and
losses incurred after October 31 of any year (or December 31 if it has made the
election described above) in determining the amount of ordinary taxable income
for the current calendar year. The Fund will include foreign currency gains and
losses incurred after October 31 in determining ordinary taxable income for the
succeeding calendar year.
Each Fund intends to make sufficient distributions of its ordinary taxable
income and capital gain net income prior to the end of each calendar year to
avoid liability for the excise tax. Investors should note, however, that a Fund
might in certain circumstances be required to liquidate portfolio investments to
make sufficient distributions to avoid excise tax liability.
E. SALE OR REDEMPTION OF SHARES
In general, a shareholder will recognize gain or loss on the sale or redemption
of shares of a Fund in an amount equal to the difference between the proceeds of
the sale or redemption and the shareholder's adjusted tax basis in the shares.
All or a portion of any loss so recognized may be disallowed if the shareholder
purchases (for example, by reinvesting dividends) other shares of the Fund
within 30 days before or after the sale or redemption (a so called "wash sale").
If disallowed, the loss will be reflected in an upward adjustment to the basis
of the shares purchased. In general, any gain or loss arising from the sale or
redemption of shares of a Fund will be considered capital gain or loss and will
be long-term capital gain or loss if the shares were held for longer than one
year. Any capital loss arising from the sale or redemption of shares held for
six months or less, however, is treated as a long-term capital loss to the
extent of the amount of capital gain distributions received on such shares. In
determining the holding period of such shares for this purpose, any period
during which a shareholder's risk of loss is offset by means of
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options, short sales or similar transactions is not counted. Capital losses in
any year are deductible only to the extent of capital gains plus, in the case of
a non-corporate taxpayer, $3,000 of ordinary income.
F. BACKUP WITHHOLDING
A Fund will be required in certain cases to withhold and remit to the U.S.
Treasury 31% of distributions, and the proceeds of redemptions of shares, paid
to any shareholder: (1) who has failed to provide its correct taxpayer
identification number; (2) who is subject to backup withholding by the IRS for
failure to report the receipt of interest or dividend income properly; or (3)
who has failed to certify to a Fund that it is not subject to backup withholding
or that it is a corporation or other "exempt recipient." Backup withholding is
not an additional tax; any amounts so withheld may be credited against a
shareholder's federal income tax liability or refunded.
G. FOREIGN SHAREHOLDERS
Taxation of a shareholder who under the Code is a nonresident alien individual,
foreign trust or estate, foreign corporation, or foreign partnership ("foreign
shareholder"), depends on whether the income from a Fund is "effectively
connected" with a U.S. trade or business carried on by the foreign shareholder.
If the income from a Fund is not effectively connected with a U.S. trade or
business carried on by a foreign shareholder, distributions of ordinary income
(and short-term capital gains) paid to a foreign shareholder will be subject to
U.S. withholding tax at the rate of 30% (or lower applicable treaty rate) upon
the gross amount of the distribution. The foreign shareholder generally would be
exempt from U.S. federal income tax on gain realized on the sale of shares of a
Fund and distributions of net capital gains from a Fund.
If the income from a Fund is effectively connected with a U.S. trade or business
carried on by a foreign shareholder, then ordinary income distributions, capital
gain distributions, and any gain realized upon the sale of shares of a Fund will
be subject to U.S. federal income tax at the rates applicable to U.S. citizens
or U.S. corporations.
In the case of a noncorporate foreign shareholder, a Fund may be required to
withhold U.S. federal income tax at a rate of 31% on distributions that are
otherwise exempt from withholding (or taxable at a reduced treaty rate), unless
the shareholder furnishes the Fund with proper notification of its foreign
status.
The tax consequences to a foreign shareholder entitled to claim the benefits of
an applicable tax treaty might be different from those described herein.
The tax rules of other countries with respect to distributions from a Fund can
differ from the U.S. federal income taxation rules described above. These
foreign rules are not discussed herein. Foreign shareholders are urged to
consult their own tax advisers as to the consequences of foreign tax rules with
respect to an investment in a Fund.
H. STATE AND LOCAL TAXES
The tax rules of the various states of the U.S. and local jurisdictions with
respect to distributions from a Fund can differ from the U.S. federal income
taxation rules described above. These state and local rules are not discussed
herein. Shareholders are urged to consult their tax advisers as to the
consequences of state and local tax rules with respect to an investment in a
Fund.
8. OTHER MATTERS
GENERAL INFORMATION
The Trust was organized as a business trust under the laws of the State of
Delaware on November 26, 1997. The Trust has operated under that name and as an
investment company since that date.
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The Trust is registered as an open-end, management investment company under the
1940 Act. The Trust offers shares of beneficial interest in its series (the
Funds) and in classes of shares of those series. As of the date hereof, the
Trust consisted of the following shares of beneficial interest:
o Institutional Shares of each of Government Bond Fund, Corporate Bond Fund,
Growth Equity Fund and Value Equity Fund.
o Trust Shares of each of Government Bond Fund, Corporate Bond Fund, Growth
Equity Fund and Value Equity Fund.
The Trust has an unlimited number of authorized shares of beneficial interest.
The Board may, without shareholder approval, divide the authorized shares into
an unlimited number of separate series and may divide series into classes of
shares; the costs of doing so will be borne by the Trust.
The Funds reserve the right to invest in one or more other investment companies
in a Core and Gateway(R) structure.
The Trust and each Fund will continue indefinitely until terminated.
2. CLASSES OF SHARES
Each class of a Fund may have a different expense ratio and its expenses will
affect each class' performance. For more information on any other class of
shares of the Fund, you may contact the Transfer Agent.
3. SHAREHOLDER VOTING AND OTHER RIGHTS
Each share of each series of the Trust and each class of shares has equal
dividend, distribution, liquidation and voting rights, and fractional shares
have those rights proportionately, except that expenses related to the
distribution of the shares of each class (and certain other expenses such as
transfer agency, shareholder service and administration expenses) are borne
solely by those shares and each class votes separately with respect to the
provisions of any Rule 12b-1 plan which pertains to the class and other matters
for which separate class voting is appropriate under applicable law. Generally,
shares will be voted separately by individual series or class except (i) when
required by applicable law, shares shall be voted in the aggregate and not by
individual series; and (ii) when the Trustees have determined that the matter
affects the interests of more than one series, then the shareholders of all such
series shall be entitled to vote thereon; and (iii) when the Trustees have
determined that the matter affects the interests of one of more classes, then
the shareholders of all such classes shall be entitled to vote. Delaware law
does not require the Trust to hold annual meetings of shareholders, and it is
anticipated that shareholder meetings will be held only when specifically
required by federal or state law. There are no conversion or preemptive rights
in connection with shares of the Trust.
All shares, when issued in accordance with the terms of the offering, will be
fully paid and nonassessable.
A shareholder in a series is entitled to the shareholder's pro rata share of all
distributions arising from that series' assets and, upon redeeming shares, will
receive the portion of the series' net assets represented by the redeemed
shares.
A shareholder or shareholders representing 33 1/3% or more of the outstanding
shares entitled to vote may, as set forth in the Trust Instrument, call meetings
of the Trust (or Fund) for any purpose related to the Trust (or Fund),
including, in the case of a meeting of the Trust, the purpose of voting on
removal of one or more Trustees.
38
<PAGE>
4. CERTAIN REORGANIZATION TRANSACTIONS
The Trust or any Fund may be terminated upon the sale of its assets to, or
merger with, another open-end, management investment company or series thereof,
or upon liquidation and distribution of its assets. Generally such terminations
must be approved by the vote of the holders of a majority of the outstanding
shares of the Trust or the Fund. The Trustees may, without prior shareholder
approval, (i) cause the Trust or any Fund to merge or consolidate with or into
one or more entities, if the surviving or resulting entity is the Trust or
another company registered as an open-end, management investment company under
the 1940 Act, or a series thereof, (ii) cause any or all shares to be exchanged
under or pursuant to any state or federal statute to the extent permitted by
law, or (iii) cause the Trust to incorporate or organize under the laws of any
state, commonwealth, territory, dependence, colony or possession of the United
States of America or in any foreign jurisdiction.
B. FUND OWNERSHIP
As of March 31, 1999, the percentage of shares owned by all officers and
trustees of the Trust as a group was as follows. To the extent officers and
trustees own less than 1% of the shares of each class of shares of a Fund (or of
the Trust), the table reflects "N/A" for not applicable.
PERCENTAGE OF SHARES
FUND (OR TRUST) OWNED
--------------- -----
The Trust N/A
Government Bond Fund N/A
Corporate Bond Fund N/A
Growth Equity Fund N/A
Value Equity Fund N/A
Also as of that date, certain shareholders of record owned 5% or more of a class
of shares of a Fund. Shareholders known by a Fund to own beneficially 5% or more
of a class of shares of a Fund are listed in Table 6 in Appendix B.
From time to time, certain shareholders may own a large percentage of the shares
of a Fund. Accordingly, those shareholders may be able to greatly affect (if not
determine) the outcome of a shareholder vote. As of April 1, 1999, the following
persons beneficially owned 25% or more of the shares of a Fund (or of the Trust)
and may be deemed to control the Fund (or the Trust). For each person listed
that is a company, the jurisdiction under the laws of which the company is
organized (if applicable) and the company's parents are listed.
<TABLE>
<CAPTION>
CONTROLLING PERSON INFORMATION
<S> <C> <C>
PERCENTAGE OF
SHARES OWNED
SHAREHOLDER FUND (OR TRUST)
Wells Fargo Bank, Trustee for the benefit of Government Bond Fund 36.36%
Pre-Arranged Trust
</TABLE>
C. LIMITATIONS ON SHAREHOLDERS' AND TRUSTEES' LIABILITY
Delaware law provides that Fund shareholders are entitled to the same
limitations of personal liability extended to stockholders of private
corporations for profit. In the past, the securities regulators of some states,
however, have indicated that they and the courts in their state may decline to
apply Delaware law on this point. The Trust Instrument contains an express
disclaimer of shareholder liability for the debts, liabilities, obligations and
expenses of the Trust and requires that a disclaimer be given in each bond, note
or contract, or other undertaking entered into or executed by the Trust or the
Trustees. The Trust's Trust Instrument (the document that governs the operation
of the Trust) provides that the shareholder, if held to be personally liable
solely by reason of being or having seen a shareholder of such series, shall be
entitled out of the assets the applicable series' property to be held harmless
from
39
<PAGE>
and indemnified against all losses and expenses arising from such liability. The
Trust Instrument also provides that each series shall, upon request, assume the
defense of any claim made against any shareholder for any act or obligation of
the series and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which Delaware law does not apply, no contractual limitation of
liability was in effect, and the portfolio is unable to meet its obligations.
FAdS believes that, in view of the above, there is no risk of personal liability
to shareholders.
The Trust Instrument provides that the Trustees shall not be liable to any
person other than the Trust or its shareholders for any act, omission or
obligation of the Trust or any Trustee. In addition, the Trust Instrument
provides that the Trustees shall not be liable for any act, omission or any
conduct whatsoever in his capacity as a Trustee, provided that a Trustee is not
protected against any liability to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.
D. REGISTRATION STATEMENT
This SAI and the Prospectus do not contain all the information included in the
Trust's registration statement filed with the SEC under the 1933 Act with
respect to the securities offered hereby. The registration statement, including
the exhibits filed therewith, may be examined at the office of the SEC in
Washington, D.C.
Statements contained herein and in the Prospectus as to the contents of any
contract or other documents are not necessarily complete, and, in each instance,
are qualified by, the copy of such contract or other documents filed as exhibits
to the registration statement.
E. FINANCIAL STATEMENTS
The financial statements of the Funds for the year ended December 31, 1998
included in the Annual Report to shareholders of the Trust are incorporated
herein by reference. These financial statements include the schedule of
investments, statement of assets and liabilities, statement of operations,
statement of changes in net assets, financial highlights, notes and independent
auditors' report.
40
<PAGE>
APPENDIX A - DESCRIPTION OF SECURITIES RATINGS
A. CORPORATE BONDS (INCLUDING CONVERTIBLE BONDS)
1. MOODY'S INVESTORS SERVICE
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 edged." 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 that make
the long-term risk appear somewhat larger than the Aaa securities.
A Bonds that are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors
giving security to principal and interest are considered adequate,
but elements may be present which suggest a susceptibility to
impairment some time in the future.
BAA Bonds which are rated Baa are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured).
Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
BA Bonds that are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate,
and thereby not well safeguarded during both good and bad times over
the future. Uncertainty of position characterizes bonds in this
class.
B Bonds that are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments
or of maintenance of other terms of the contract over any long
period of time may be small.
CAA Bonds that are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.
CA Bonds that are rated Ca represent obligations that are speculative
in a high degree. Such issues are often in default or have other
marked shortcomings.
C 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.
NOTE Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates
a ranking in the lower end of that generic rating category.
A-1
<PAGE>
2. STANDARD AND POOR'S CORPORATION
AAA An obligation rated AAA has the highest rating assigned by Standard
& Poor's. The obligor's capacity to meet its financial commitment on
the obligation is extremely strong.
AA An obligation rated AA differs from the highest-rated obligations
only in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.
A An obligation rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor's
capacity to meet its financial commitment on the obligation is still
strong.
BBB An obligation rated BBB exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet
its financial commitment on the obligation.
NOTE Obligations rated BB, B, CCC, CC, and C are regarded as having
significant speculative characteristics. BB indicates the least
degree of speculation and C the highest. While such obligations will
likely have some quality and protective characteristics, large
uncertainties or major exposures to adverse conditions may outweigh
these.
BB An obligation rated BB is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions that
could lead to the obligor's inadequate capacity to meet its
financial commitment on the obligation.
B An obligation rated B is more vulnerable to nonpayment than
obligations rated BB, but the obligor currently has the capacity to
meet its financial commitment on the obligation. Adverse business,
financial, or economic conditions will likely impair the obligor's
capacity or willingness to meet its financial commitment on the
obligation.
CCC An obligation rated CCC is currently vulnerable to nonpayment, and
is dependent upon favorable business, financial, and economic
conditions for the obligor to meet its financial commitment on the
obligation. In the event of adverse business, financial, or economic
conditions, the obligor is not likely to have the capacity to meet
its financial commitment on the obligation.
CC An obligation rated CC is currently highly vulnerable to nonpayment.
C The C rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action has been taken, but
payments on this obligation are being continued.
D An obligation rated D is in payment default. The D rating category
is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard
& Poor's believes that such payments will be made during such grace
period. The D rating also will be used upon the filing of a
bankruptcy petition or the taking of a similar action if payments on
an obligation are jeopardized.
NOTE Plus (+) or minus (-). The ratings from AA to CCC may be modified by
the addition of a plus or minus sign to show relative standing
within the major rating categories.
The `r' symbol is attached to the ratings of instruments with
significant noncredit risks. It highlights risks to principal or
volatility of expected returns that are not addressed in the credit
rating. Examples include: obligations linked or indexed to equities,
currencies, or commodities; obligations exposed to severe prepayment
risk-such as interest-only or principal-only mortgage securities;
and obligations with unusually risky interest terms, such as inverse
floaters.
A-2
<PAGE>
3. DUFF & PHELPS CREDIT RATING CO.
AAA Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.
AA+ High credit quality. Protection factors are strong. Risk is modest but
AA may vary slightly from time to time because of economic conditions.
A+,A, Protection factors are average but adequate. However, risk factors are
A- more variable in periods of greater economic stress.
BBB+ Below-average protection factors but still considered sufficient for
BBB prudent investment. Considerable variability in risk during economic
BBB- cycles.
BB+ Below investment grade but deemed likely to meet obligations when due.
BB Present or prospective financial protection factors fluctuate according
BB- to industry conditions. Overall quality may move up or down frequently
within this category.
B+ Below investment grade and possessing risk that obligations will not be
B met when due. Financial protection factors will fluctuate widely
B- according to economic cycles, industry conditions and/or company
fortunes. Potential exists for frequent changes in the rating within this
category or into a higher or lower rating grade.
CCC Well below investment-grade securities. Considerable uncertainty
exists as to timely payment of principal, interest or preferred
dividends. Protection factors are narrow and risk can be
substantial with unfavorable economic/industry conditions, and/or
with unfavorable company developments.
DD Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or interest payments.
DP Preferred stock with dividend arrearages.
4. FITCH IBCA, INC.
INVESTMENT GRADE
AAA Highest credit quality. `AAA' ratings denote the lowest expectation of
credit risk. They are assigned only in case of exceptionally strong
capacity for timely payment of financial commitments. This capacity is
highly unlikely to be adversely affected by foreseeable events.
AA Very high credit quality. `AA' ratings denote a very low expectation
of credit risk. They indicate very strong capacity for timely payment
of financial commitments. This capacity is not significantly
vulnerable to foreseeable events.
A High credit quality. `A' ratings denote a low expectation of credit
risk. The capacity for timely payment of financial commitments is
considered strong. This capacity may, nevertheless, be more vulnerable
to changes in circumstances or in economic conditions than is the case
for higher ratings.
A-3
<PAGE>
BBB Good credit quality. `BBB' ratings indicate that there is currently a
low expectation of credit risk. The capacity for timely payment of
financial commitments is considered adequate, but adverse changes in
circumstances and in economic conditions are more likely to impair
this capacity. This is the lowest investment-grade category.
SPECULATIVE GRADE
BB Speculative. `BB' ratings indicate that there is a possibility of
credit risk developing, particularly as the result of adverse
economic change over time; however, business or financial
alternatives may be available to allow financial commitments to be
met. Securities rated in this category are not investment grade.
B Highly speculative. `B' ratings indicate that significant credit risk
is present, but a limited margin of safety remains. Financial
commitments are currently being met; however, capacity for continued
payment is contingent upon a sustained, favorable business and
economic environment.
CCC, High default risk. Default is a real possibility. Capacity for
CC, C meeting financial commitments is solely reliant upon sustained,
favorable business or economic developments. A `CC' rating indicates
that default of some kind appears probable. `C' ratings signal
imminent default.
DDD, Default. Securities are not meeting current obligations and are
DD, D extremely speculative. `DDD' designates the highest potential for
recovery of amounts outstanding on any securities involved. For U.S.
corporates, for example, `DD' indicates expected recovery of 50% -
90% of such outstandings, and `D' the lowest recovery potential, i.e.
below 50%.
PREFERRED STOCK
1. MOODY'S INVESTORS SERVICE
AAA An issue that is rated "aaa" is considered to be a top-quality
preferred stock. This rating indicates good asset protection and
the least risk of dividend impairment within the universe of
preferred stocks.
AA An issue that is rated "aa" is considered a high-grade preferred
stock. This rating indicates that there is a reasonable assurance
the earnings and asset protection will remain relatively well
maintained in the foreseeable future.
A An issue that is rated "a" is considered to be an upper-medium
grade preferred stock. While risks are judged to be somewhat
greater than in the "aaa" and "aa" classification, earnings and
asset protection are, nevertheless, expected to be maintained at
adequate levels.
BAA An issue that is rated "baa" is considered to be a medium-grade
preferred stock, neither highly protected nor poorly secured.
Earnings and asset protection appear adequate at present but may be
questionable over any great length of time.
BA An issue which is rated "ba" is considered to have speculative
elements and its future cannot be considered well assured. Earnings
and asset protection may be very moderate and not well safeguarded
during adverse periods. Uncertainty of position characterizes
preferred stocks in this class.
B An issue that is rated "b" generally lacks the characteristics of a
desirable investment. Assurance of dividend payments and
maintenance of other terms of the issue over any long period of
time may be small.
CAA An issue that is rated "caa" is likely to be in arrears on dividend
payments. This rating designation does not purport to indicate the
future status of payments.
A-4
<PAGE>
CA An issue that is rated "ca" is speculative in a high degree and is
likely to be in arrears on dividends with little likelihood of
eventual payments.
C This is the lowest rated class of preferred or preference stock.
Issues so rated can thus be regarded as having extremely poor
prospects of ever attaining any real investment standing.
NOTE Moody's applies numerical modifiers 1, 2, and 3 in each rating
classification: the modifier 1 indicates that the security 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
issue ranks in the lower end of its generic rating category.
2. STANDARD & POOR'S
AAA This is the highest rating that may be assigned by Standard & Poor's
to a preferred stock issue and indicates an extremely strong
capacity to pay the preferred stock obligations.
AA A preferred stock issue rated AA also qualifies as a high-quality,
fixed-income security. The capacity to pay preferred stock
obligations is very strong, although not as overwhelming as for
issues rated AAA.
A An issue rated A is backed by a sound capacity to pay the preferred
stock obligations, although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions.
BBB An issue rated BBB is regarded as backed by an adequate capacity to
pay the preferred stock obligations. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to make payments for a preferred stock in this category
than for issues in the A category.
BB, B, CCC Preferred stock rated BB, B, and CCC is regarded, on balance,
as predominantly speculative with respect to the issuer's capacity
to pay preferred stock obligations. BB indicates the lowest degree
of speculation and CCC the highest. While such issues will likely
have some quality and protective characteristics, large
uncertainties or major risk exposures to adverse conditions outweigh
these.
CC The rating CC is reserved for a preferred stock issue that is in
arrears on dividends or sinking fund payments, but that is currently
paying.
C A preferred stock rated C is a nonpaying issue.
D A preferred stock rated D is a nonpaying issue with the issuer in
default on debt instruments.
N.R. This indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that Standard
& Poor's does not rate a particular type of obligation as a matter
of policy.
NOTE Plus (+) or minus (-). To provide more detailed indications of
preferred stock quality, ratings from AA to CCC may be modified by
the addition of a plus or minus sign to show relative standing
within the major rating categories.
C. SHORT TERM RATINGS
1. MOODY'S INVESTORS SERVICE
Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:
PRIME-1 Issuers rated Prime-1 (or supporting institutions) have a
superior ability for repayment of senior short-term deb
obligations. Prime-1 repayment ability will often be evidenced
by many of the following characteristics:
A-5
<PAGE>
o Leading market positions in well-established industries.
o High rates of return on funds employed.
o Conservative capitalization structure with moderate reliance
on debt and ample asset protection.
o Broad margins in earnings coverage of fixed financial
charges and high internal cash generation.
o Well-established access to a range of financial markets and
assured sources of alternate liquidity.
PRIME-2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations.
This will normally be evidenced by many of the characteristics
cited above but to a lesser degree. Earnings trends and coverage
ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity
is maintained.
PRIME-3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term
obligations. The effect of industry characteristics and market
compositions may be more pronounced. Variability in earnings and
profitability may result in changes in the level of debt
protection measurements and may require relatively high
financial leverage. Adequate alternate liquidity is maintained.
NOT
PRIME Issuers rated Not Prime do not fall within any of the Prime
rating categories.
STANDARD & POOR'S
A-1 A short-term obligation rated A-1 is rated in the highest
category by Standard & Poor's. The obligor's capacity to meet
its financial commitment on the obligation is strong. Within
this category, certain obligations are designated with a plus
sign (+). This indicates that the obligor's capacity to meet its
financial commitment on these obligations is extremely strong.
A-2 A short-term obligation rated A-2 is somewhat more susceptible
to the adverse effects of changes in circumstances and economic
conditions than obligations in higher rating categories.
However, the obligor's capacity to meet its financial commitment
on the obligation is satisfactory.
A-3 A short-term obligation rated A-3 exhibits adequate protection
parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of
the obligor to meet its financial commitment on the obligation.
B A short-term obligation rated B is regarded as having
significant speculative characteristics. The obligor currently
has the capacity to meet its financial commitment on the
obligation; however, it faces major ongoing uncertainties that
could lead to the obligor's inadequate capacity to meet its
financial commitment on the obligation.
C A short-term obligation rated C is currently vulnerable to
nonpayment and is dependent upon favorable business, financial,
and economic conditions for the obligor to meet its financial
commitment on the obligation.
D A short-term obligation rated D is in payment default. The D
rating category is used when payments on an obligation are not
made on the date due even if the applicable grace period has not
expired, unless Standard & Poor's believes that such payments
will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.
A-6
<PAGE>
FITCH IBCA, INC.
F1 Obligations assigned this rating have the highest capacity for
timely repayment under Fitch IBCA's national rating scale for that
country, relative to other obligations in the same country. This
rating is automatically assigned to all obligations issued or
guaranteed by the sovereign state. Where issues possess a
particularly strong credit feature, a "+" is added to the assigned
rating.
F2 Obligations supported by a strong capacity for timely repayment
relative to other obligors in the same country. However, the
relative degree of risk is slightly higher than for issues
classified as `A1' and capacity for timely repayment may be
susceptible to adverse changes in business, economic, or financial
conditions.
F3 Obligations supported by an adequate capacity for timely repayment
relative to other obligors in the same country. Such capacity is
more susceptible to adverse changes in business, economic, or
financial conditions than for obligations in higher categories.
B Obligations for which the capacity for timely repayment is
uncertain relative to other obligors in the same country. The
capacity for timely repayment is susceptible to adverse changes in
business, economic, or financial conditions.
C Obligations for which there is a high risk of default to other
obligors in the same country or which are in default.
A-7
<PAGE>
APPENDIX B - MISCELLANEOUS TABLES
TABLE 1 - INVESTMENT ADVISORY FEES
The following Table shows the dollar amount of fees payable to the Adviser with
respect to each Fund, the amount of fee that was waived by the Adviser, if any,
and the actual fee received by the Adviser.
<TABLE>
<S> <C> <C> <C>
GOVERNMENT BOND FUND ADVISORY FEE PAYABLE ADVISORY FEE ADVISORY FEE RETAINED
WAIVED
- -----------------------------------------------------------------------------------------------------------------------
Institutional Shares
Period March 30, 1998-December 31, 1998 $99,857 $42,530 $57,327
Trust Shares
Period March 30, 1998-December 31, 1998 $75 $40 $35
CORPORATE BOND FUND ADVISORY FEE PAYABLE ADVISORY FEE ADVISORY FEE RETAINED
WAIVED
- -----------------------------------------------------------------------------------------------------------------------
Institutional Shares
Period March 26, 1998-December 31, 1998 $266,091 $118,031 $148,060
GROWTH EQUITY FUND ADVISORY FEE PAYABLE ADVISORY FEE ADVISORY FEE RETAINED
WAIVED
- -----------------------------------------------------------------------------------------------------------------------
Institutional Shares
Period March 30, 1998-December 31, 1998 $82,725 $31,022 $51,703
Trust Shares
Period March 30, 1998-December 31, 1998 $881 $341 $540
VALUE EQUITY FUND ADVISORY FEE PAYABLE ADVISORY FEE ADVISORY FEE RETAINED
WAIVED
- -----------------------------------------------------------------------------------------------------------------------
Institutional Shares
Period March 30, 1998-December 31, 1998 $70,265 $26,411 $43,854
Trust Shares
Period March 30, 1998-December 31, 1998 $793 $309 $484
</TABLE>
B-1
<PAGE>
TABLE 2 - ADMINISTRATION FEES
The following Table shows the dollar amount of fees payable to FAdS with respect
to each Fund, the amount of fee that was waived by FAdS, if any, and the actual
fee received by FAdS.
<TABLE>
<S> <C> <C> <C>
GOVERNMENT BOND FUND ADMINISTRATION FEE ADMINISTRATION FEE ADMINISTRATION FEE
PAYABLE WAIVED RETAINED
- ----------------------------------------------------------------------------------------------------------------------
Institutional Shares
Period March 30, 1998-December 31, 1998 $52,647 $0 $52,647
Trust Shares
Period March 30, 1998-December 31, 1998 $32 $0 $32
CORPORATE BOND FUND ADMINISTRATION FEE ADMINISTRATION FEE ADMINISTRATION FEE
PAYABLE WAIVED RETAINED
- -----------------------------------------------------------------------------------------------------------------------
Institutional Shares
Period March 26, 1998-December 31, 1998 $135,972 $0 $135,972
GROWTH EQUITY FUND ADMINISTRATION FEE ADMINISTRATION FEE ADMINISTRATION FEE
PAYABLE WAIVED RETAINED
- -----------------------------------------------------------------------------------------------------------------------
Institutional Shares
Period March 30, 1998-December 31, 1998 $31,021 $0 $31,021
Trust Shares
Period March 30, 1998-December 31, 1998 $324 $0 $324
VALUE EQUIRY FUND ADMINISTRATION FEE ADMINISTRATION FEE ADMINISTRATION FEE
PAYABLE WAIVED RETAINED
- -----------------------------------------------------------------------------------------------------------------------
Institutional Shares
Period March 30, 1998-December 31, 1998 $36,313 $0 $36,313
Trust Shares
Period March 30, 1998-December 31, 1998 $290 $0 $290
</TABLE>
B-2
<PAGE>
TABLE 3 - ACCOUNTING FEES
The following table shows the dollar amount of fees payable to FAcS with respect
to each Fund, the amount of fee that was waived by FAcS, if any, and the actual
fee received by FAcS.
<TABLE>
<S> <C> <C> <C>
GOVERNMENT BOND FUND ACCOUNTING FEE PAYABLE ACCOUNTING FEE WAIVED ACCOUNTING FEE
RETAINED
- --------------------------------------------------------------------------------------------------------------------
Institutional Shares
Period March 30, 1998-December 31, 1998 $27,637 $2,909 $24,728
Trust Shares
Period March 30, 1998-December 31, 1998 $621 $155 $466
CORPORATE BOND FUND ACCOUNTING FEE PAYABLE ACCOUNTING FEE WAIVED ACCOUNTING FEE
RETAINED
- ---------------------------------------------------------------------------------------------------------------------
Institutional Shares
Period March 26, 1998-December 31, 1998 $31,581 $0 $31,581
GROWTH EQUITY FUND ACCOUNTING FEE PAYABLE ACCOUNTING FEE WAIVED ACCOUNTING FEE
RETAINED
- ---------------------------------------------------------------------------------------------------------------------
Institutional Shares
Period March 30, 1998-December 31, 1998 $35,110 $2,827 $32,283
Trust Shares
Period March 30, 1998-December 31, 1998 $1,148 $237 $911
VALUE EQUITY FUND ACCOUNTING FEE PAYABLE ACCOUNTING FEE WAIVED ACCOUNTING FEE
RETAINED
- ---------------------------------------------------------------------------------------------------------------------
Institutional Shares
Period March 30, 1998-December 31, 1998 $35,108 $2,829 $32,279
Trust Shares
Period March 30, 1998-December 31, 1998 $1,150 $236 $914
</TABLE>
B-3
<PAGE>
TABLE 4 - TRANSFER AGENCY FEES
The following table shows the dollar amount of shareholder service fees payable
to the Transfer Agent with respect to Shares of each Fund, the amount of fee
that was waived by Transfer Agent, if any, and the actual fee received by
Transfer Agent.
<TABLE>
<S> <C> <C> <C>
GOVERNMENT BOND FUND TRANSFER AGENCY FEE TRANSFER AGENCY FEE TRANSFER AGENCY FEE
PAYABLE WAIVED RETAINED
- -----------------------------------------------------------------------------------------------------------------------
Institutional Shares
Period March 30, 1998-December 31, 1998 $19,899 $0 $19,899
Trust Shares
Period March 30, 1998-December 31, 1998 $474 $474 $0
CORPORATE BOND FUND TRANSFER AGENCY FEE TRANSFER AGENCY FEE TRANSFER AGENCY FEE
PAYABLE WAIVED RETAINED
- -----------------------------------------------------------------------------------------------------------------------
Institutional Shares
Period March 26, 1998-December 31, 1998 $19,851 $0 $19,851
GROWTH EQUITY FUND TRANSFER AGENCY FEE TRANSFER AGENCY FEE TRANSFER AGENCY FEE
PAYABLE WAIVED RETAINED
- ------------------------------------------------------------------------------------------------------------------------
Institutional Shares
Period March 30, 1998-December 31, 1998 $27,453 $0 $27,454
Trust Shares
Period March 30, 1998-December 31, 1998 $1,020 $765 $255
VALUE EQUIRY FUND TRANSFER AGENCY FEE TRANSFER AGENCY FEE TRANSFER AGENCY FEE
PAYABLE WAIVED RETAINED
- ------------------------------------------------------------------------------------------------------------------------
Institutional Shares
Period March 30, 1998-December 31, 1998 $27,432 $0 $27,432
Trust Shares
Period March 30, 1998-December 31, 1998 $1,011 $760 $251
</TABLE>
B-4
<PAGE>
TABLE 5 - COMMISSIONS
The following table shows the aggregate brokerage commissions with respect to
each Fund that incurred brokerage costs. The data is for the past three fiscal
years or shorter period if the Fund has been in operation for a shorter period.
AGGREGATE COMMISSION
FUND PAID
Government Bond Fund
Year Ended December 31, 1998 $0
Corporate Bond Fund
Year Ended December 31, 1998 $0
Growth Equity Fund
Year Ended December 31, 1998 $0
Value Equity Fund
Year Ended December 31, 1998 $0
B-5
<PAGE>
TABLE 6 - 5% SHAREHOLDERS
The following table lists the persons who owned of record 5% or more of the
outstanding shares of a class of shares of a Fund as of March 31, 1999.
<TABLE>
<S> <C> <C> <C>
% OF
FUND/CLASS OF SHARES NAME AND ADDRESS SHARES CLASS
Government Bond Fund/ Wells Fargo Bank TTEE FBO Pre 2,393,837.319 36.36
Institutional Share Class Arranged Trust (Reg-88) PN Attn:
Mutual Funds Dept.
PO Box 9800
Calabasas, CA 91302
Strafe & Co. 1,096,558.581 16.66%
FBO SCI Related Accounts - FH
PO Box 160
Westerville, OH 43086-0160
Wells Fargo TTEE FBO Cemetery 1,035,577.671 15.73%
Merchandise Trust (Reg-88) CM
Attn: Mutual Funds Dept
PO Box 9800
Calabases, CA 91302
CNOM & Co. 555,706.456 8.44%
C/O Nationsbank Attn: MFO-CNOM
PO Box 831575
Dallas, TX 75283-1575
Miter & Co. 471,402.823 7.16%
FBO Chicago Trust CO/SCI CM
C/O Marshall & Ilsley Trust
PO Box 2977
Milwaukee, WI 53202
First Union National Bank TTEE 411,427.679 6.25%
FBO SCI Endowment Care Trusts
1525 West WT Harris Blvd
CMG NC 1151
Charlotte, NC 28288
Corporate Bond Fund/ Miter & Co. 2,804,408.137 20.22%
Institutional Share Class FBO Chicago Trust Co/SCI EC
C/O Marshall & Ilsley Trust
PO Box 2977
Milwaukee, WI 53202
First Union National Bank TTEE 2,584,816.802 18.64%
FBO SCI Perpetual Care Trusts
1525 West WT Harris Blvd
CMG NC 1151
Charlotte, NC 28288
Strafe & Co. 1,461,342.243 10.54%
FBO SCI Related Account - PE
PO Box 160
Westerville, OH 43086-0160
VAR & CO., c/o US Bank National 1,332,053.161 9.61%
Association FBO E.C.F.
PO Box 64010
St. Paul, MN 55164-0010
Southwest Guaranty Trust Company 1,011,687.857 7.30%
B-6
<PAGE>
Fiduciary - SCI - Merchandise
10411 Westheimer, Suite 200
Houston, TX 77042
First Union National Bank TTEE FBO 934,262.601 6.74%
SCI Preneed Funeral Trusts
1525 Wet WT Harriss Blvd
CMG NC 1151
Charlotte, NC 28288
Growth Equity Fund/ Timothy Brammer TTSS FBO First 10,638.029 27.70%
Trust Share Class Irrevocable QSST of Jay A. Brammer
9000 Keystone Crossing, Suite 1000
Indianapolis, IN 46240
Jay Brammer 8,509.747 22.16%
10948 Lake Front Drive
Indianapolis, IN 46236
Timothy F. Brammer TTEE FBO First 5,319.011 13.85%
Irrevocable QSST of Jay A. Brammer
for Rachel Brammer
9000 Keystone Crossing, Suite 1000
Indianapolis, IN 46240
Jay Brammer Cust FBO Megan Brammer 4,079.099 10.62%
UGMA/IN
10948 Lake Front Drive
Indianapolis, IN 46236
Jay Brammer Cust FBO Michelle Brammer 4,079.099 10.62%
UGMA/IN
10948 Lake Front Drive
Indianapolis, IN 46236
Jay Brammer Cust FBO Abigail Brammer 4,079.099 10.62%
UGMA/IN
10948 Lake Front Drive
Indianapolis, IN 46236
Growth Equity Fund/ First Union National Bank TTEE FBO 573,341.080 18.48%
Institutional Share Class SCI Preneed Funeral Trusts
1525 West WT Harris Blvd CMG NC 1151 Charlotte,
NC 28288
Strafe & Co. FBO SCI Related 564,431.905 18.20%
Accounts - CM
PO Box 160
Westerville, OH 43086-0160
Miter & Co. 538,091.227 17.35%
FBO Chicago Trust CO/SCI CM
C/o Marshall & Ilsley Trust
PO Box 2977
Milwaukee, WI 53202
VAR & CO c/o US Bank National 294,713.291 9.50%
Association FBO Pre-Need
PO Box 64010
St. Paul, MN 55164-0010
VAR & CO c/o US Bank National 273,289.479 8.81%
Association FBO Cemetery Merchandise
PO Box 64010
St. Paul, MN 55164-0010
B-7
<PAGE>
Southwest Guaranty Trust Company 220,916.425 7.12%
Fiduciary - SCI - Merchandise
10411 Westheimer, Suite 200
Houston, TX 77042
Southwest Guaranty Trust Company 199,864.898 6.44%
Fiduciary - SCI - Funeral Service
10411 Westheimer, Suite 200
Houston, TX 77042
Value Equity Fund/ Timothy Brammer TTEE FBO First 11,258.813 29.04%
Trust Share Class Irrevocable QSST of Jay A. Brammer
9000 Keystone Crossing, Suite 1000
Indianapolis, IN 46240
Jay Brammer 9,254.684 23.87%
10948 Lake Front Drive
Indianapolis, IN 46236
Timothy F. Brammer TTEE FBO First 5,629.409 14.52%
Irrevocable QSST of Jay A. Brammer
for Rachel Brammer
9000 Keystone Crossing, Suite 1000
Indianapolis, IN 46240
Jay Brammer Cust FBO Megan Brammer 4,209.294 10.86%
UGMA/IN
10948 Lake Front Drive
Indianapolis, IN 46236
Jay Brammer Cust FBO Michelle Brammer 4,209.294 10.86%
UGMA/IN
10948 Lake Front Drive
Indianapolis, IN 46236
Jay Brammer Cust FBO Abigail Brammer 4,209.294 10.86%
UGMA/IN
10948 Lake Front Drive
Indianapolis, IN 46236
Value Equity Fund/ First Union National Bank TTEE FBO 781,205.221 19.28%
Institutional Share Class SCI Preneed Funeral Trust
1525 West WT Harris Blvd
CMG NC 1151 Charlotte,
NC 28288
Strafe & Co. FBO SCI Related 777,684.332 19.19%
Accounts - CM
PO Box 160
Westerville, OH 43086-0160
Miter & Co. 589,671.153 14.55%
FBO Chicago Trust CO/SCI CM
C/o Marshall & Ilsley Trust
PO Box 2977
Milwaukee, WI 53202
VAR & CO c/o US Bank National 400,082.386 9.87%
Association FBO Pre-Need
PO Box 64010
St. Paul, MN 55164-0010
VAR & CO c/o US Bank National 365,870.657 9.03%
Association FBO Cemetery Merchandise
PO Box 64010
B-8
<PAGE>
St. Paul, MN 55164-0010
Southwest Guaranty Trust Company 334,965.345 8.27%
Fiduciary - SCI - Merchandise
10411 Westheimer, Suite 200
Houston, TX 77042
Southwest Guaranty Trust Company 267,246.965 6.60%
Fiduciary - SCI - Funeral Service
10411 Westheimer, Suite 200
Houston, TX 77042
</TABLE>
B-9
<PAGE>
APPENDIX C - PERFORMANCE DATA
TABLE 1 - YIELDS
For the 30-day period ended December 31, 1998, the annualized yield of
Institutional Shares of Government Bond Fund and Corporate Bond Fund was as
follows.
GOVERNMENT BOND FUND YIELD
- -----------------------------------------
Institutional Shares 4.74%
CORPORATE BOND FUND YIELD
- -----------------------------------------
Institutional Shares 5.67%
C-1
<PAGE>
TABLE 2 - TOTAL RETURNS
The average annual total return of each class of each Fund for the period ended
March 31, 1999, was as follows.
<TABLE>
<CAPTION>
NON STANDARDIZED RETURNS (WITHOUT A SALES LOAD)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CALENDAR
GOVERNMENT BOND ONE THREE YEAR TO ONE THREE FIVE TEN YEARS SINCE
FUND MONTH MONTHS DATE YEAR YEARS YEARS INCEPTION
- --------------------------------------------------------------------------------------------------------------------------
Institutional Shares 0.34% -1.31% -1.31% 6.52% N/A N/A N/A 6.53%
CALENDAR
CORPORATE BOND ONE THREE YEAR TO ONE THREE FIVE TEN YEARS SINCE
FUND MONTH MONTHS DATE YEAR YEARS YEARS INCEPTION
- --------------------------------------------------------------------------------------------------------------------------
Institutional Shares 0.60% -0.69% -0.69% 6.79% N/A N/A N/A 6.65%
CALENDAR
GROWTH EQUITY ONE THREE YEAR TO ONE YEAR THREE FIVE TEN YEARS SINCE
FUND MONTH MONTHS DATE YEARS YEARS INCEPTION
- --------------------------------------------------------------------------------------------------------------------------
Trust Shares 4.39% 6.67% 6.67% 28.61 % N/A N/A N/A 28.52%
Institutional Shares 4.46% 6.73% 6.73% 29.11% N/A N/A N/A 29.02%
CALENDAR
VALUE EQUITY ONE THREE YEAR TO ONE YEAR THREE FIVE TEN SINCE
FUND MONTH MONTHS DATE YEARS YEARS YEARS INCEPTION
- --------------------------------------------------------------------------------------------------------------------------
Trust Shares 2.27% -4.21% -4.21% -11.93% N/A N/A N/A -11.90%
Institutional Shares 2.38% -4.20% -4.20% -11.63% N/A N/A N/A -11.60%
</TABLE>
C-2
