COMMUNITY REINVESTMENT ACT QUALIFIED INVESTMENT FUND
497, 1999-06-14
Previous: R TEC TECHNOLOGIES INC, S-1/A, 1999-06-14
Next: BLENCATHIA ACQUISITION CORP, 10SB12G, 1999-06-14




INVESTMENT ADVISOR:                            THE COMMUNITY REINVESTMENT
     CRAFund Advisors, Inc.                   ACT QUALIFIED INVESTMENT FUND
     1751 West Cypress Creek Road
     Fort Lauderdale, FL 33309          THE FUND'S  INVESTMENT  OBJECTIVE  IS TO
                                        PROVIDE FINANCIAL  INSTITUTIONS WITH (1)
ADMINISTRATOR:                          A HIGH LEVEL OF  CURRENT  INCOME AND (2)
     Declaration Service Company        INVESTMENTS  THAT  WILL BE  DEEMED TO BE
     555 North Lane, Suite 6160         QUALIFIED     UNDER    THE     COMMUNITY
     Conshohocken, PA 19428             REINVESTMENT ACT OF 1977.

LEGAL COUNSEL:
     Drinker Biddle & Reath LLP                        PROSPECTUS
     1345 Chestnut Street
     Philadelphia, PA 19107-3496                      June 8, 1999

INDEPENDENT AUDITORS:
     KPMG LLP                           THE SECURITIES  AND EXCHANGE  COMMISSION
     1600 Market Street                 HAS  NOT  APPROVED  OR  DISAPPROVED  THE
     Philadelphia, PA 19103             FUND'S  SECURITIES OR DETERMINED IF THIS
                                        PROSPECTUS  IS ACCURATE OR COMPLETE.  IT
CUSTODIAN:                              IS   A   CRIMINAL   OFFENSE   TO   STATE
     First Union National Bank          OTHERWISE.
     1339 Chestnut Street
     Philadelphia, PA 19101-7618

<PAGE>

                                TABLE OF CONTENTS
                                                                            PAGE

RISK/RETURN SUMMARY............................................................1
Investment Objective...........................................................1
Principal Investment Strategy..................................................1
Principal Risks................................................................1
Fees and Expenses..............................................................3
INVESTMENT OBJECTIVE AND POLICIES..............................................4
Investment Objective...........................................................4
Principal Investment Strategy..................................................4
Community Reinvestment Act of 1977.............................................4
Investment Policies............................................................6
FUND INVESTMENTS...............................................................7
RISK FACTORS...................................................................8
FEDERAL TAXES..................................................................9
PRICING OF FUND SHARES........................................................10
PURCHASING SHARES.............................................................10
Purchase Inquiries............................................................10
Exchange of Securities........................................................10
Purchases By Wire Transfer....................................................11
Purchases by Check............................................................11
REDEEMING SHARES..............................................................12
DIVIDENDS AND DISTRIBUTIONS...................................................13
INVESTMENT ADVISOR............................................................13
DISTRIBUTION PLAN.............................................................13

                                       i
<PAGE>

RISK/RETURN SUMMARY

INVESTMENT OBJECTIVE

The Fund's investment objective is to provide financial  institutions with (1) a
high  level of  current  income  and (2)  investments  that will be deemed to be
qualified under the Community Reinvestment Act of 1977, as amended (the "CRA").

PRINCIPAL INVESTMENT STRATEGY

The Fund's principal  investment strategy is to invest in  mortgage-related  and
other  debt  securities  that will  cause  shares of the Fund to be deemed to be
qualified under the CRA, so that financial  institutions that are subject to the
CRA may receive  investment test or similar credit under the CRA with respect to
shares of the Fund held by them.

PRINCIPAL RISKS

There is no  assurance  that  shares of the Fund will be deemed to be  qualified
investments under the CRA. The Fund's investment adviser, CRAFund Advisors, Inc.
(the  "Advisor"),  believes  that  shares of the Fund  will be deemed  qualified
investments  under the CRA and will cause financial  institutions to receive CRA
credit with respect to shares of the Fund owned by them.  This judgment is based
on written  responses  that the Office of the  Comptroller  of the Currency (the
"OCC") has provided to other pooled investment vehicles,  and other interpretive
pronouncements of the Federal Financial  Institutions  Examination  Council. The
Advisor believes that these responses and interpretations  have established that
interests  in a pooled or  commingled  investment  fund may be deemed  qualified
under  the  CRA if the  fund  holds  underlying  investments  that  would  be so
qualified.  In light of these pronouncements and interpretations,  an opinion of
legal  counsel has not been  obtained as to whether  shares of the Fund would be
deemed to be qualified under the CRA. The Fund has requested the OCC to consider
whether federal examiners of financial institutions may determine that financial
institutions holding shares of the Fund will receive CRA investment test credit.
There is no assurance  that the Fund will  receive a response  from the OCC. The
OCC has stated that it no longer intends to amplify existing  interpretations of
the CRA by responding to specific  entities such as the Fund.  The Fund believes
that it is the first pooled investment  vehicle to register under the Securities
Act of 1933 and make a public  offering of shares to financial  institutions  to
provide them with CRA credit.

The Fund's goal of holding  securities  that will allow shares of the Fund to be
deemed  qualified  under the CRA will cause the Advisor to take this factor into
account  in  determining  which  securities  the Fund  will  purchase  and sell.
Accordingly, portfolio decisions will not be exclusively based on the investment
characteristics  of the securities,  which may or may not have an adverse effect
on the Fund's investment performance.  For example, the Fund may hold short-term
investments  that  produce  relatively  low  yields  pending  the  selection  of
long-term  investments believed to be CRA-qualified.  In addition,  the Fund may
sell  securities  for CRA purposes at times when such sales may not be desirable
for investment purposes. Such sales

<PAGE>

could occur, for example,  if a financial  institution redeems its shares of the
Fund, or if investments  that have been designated to specific  shareholders for
CRA-qualifying  purposes are ultimately  determined not to be, or to have ceased
to be,  CRA-qualifying.  See  "INVESTMENT  OBJECTIVE  AND  POLICIES -  Community
Reinvestment Act of 1977."

The Fund is new and begins its public offering with this Prospectus. The Advisor
is also new, having been organized to provide investment advice to the Fund. Its
associated   personnel   have   substantial   experience  in  fixed  income  and
CRA-qualifying investments, but have no experience in managing a mutual fund.

All mutual funds are affected by changes in the economy and swings in investment
markets. You could lose money if the Fund's investments fall in value.

The  prices  of  fixed  income  debt  securities  tend to  move in the  opposite
direction  to  interest  rates.  When  rates  are  rising,  the  prices  of debt
securities tend to fall.  When rates are falling,  the prices of debt securities
tend to rise.

The value of debt  securities  also  depends  on the  ability of issuers to make
principal  and  interest  payments.   If  an  issuer  cannot  meet  its  payment
obligations or if its credit rating is lowered, the value of its debt securities
will fall.  The ability of a state or local  government  issuer to make payments
can be affected by many factors,  including economic conditions, the flow of tax
revenues and changes in the level of federal, state or local aid. Some municipal
obligations are payable only from limited revenue sources or private entities.

Prepayments of principal on mortgage-backed  securities may tend to increase due
to refinancing of mortgages as interest  rates  decline.  When this occurs,  the
Fund may lose a portion of its principal  investment to the extent the Fund paid
any premium for a security.  In  addition,  the Fund's  yield may be affected by
reinvestment of prepayments at lower rates than the original investment.

The Fund is a  non-diversified  investment  company.  Compared to a  diversified
investment  company,  the Fund may invest a greater  percentage of its assets in
the securities of a particular issuer. A change in value of such securities will
affect the value of the Fund's portfolio more than it would affect a diversified
investment company.

                                       2
<PAGE>

FEES AND EXPENSES

This  table  describes  the  fees and  expenses  you may pay if you buy and hold
shares of the Fund.

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 Dividends       NONE
     Redemption Fee (as a percentage of amount redeemed)              1.00%
     Exchange Fee                                                      NONE

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

     Management Fees                                                  0.50%
     Distribution (12b-1) Fees                                        0.25%*
     Other Expenses**                                                 0.19%
     Total Annual Fund Operating Expenses                             0.94%

*    If you hold your shares for a substantial period of time, distribution fees
     may total more than the economic  equivalent of the maximum front-end sales
     charge currently  allowed by the Conduct Rules of the National  Association
     of Securities Dealers, Inc.

**   Based on estimated amounts for the current fiscal year.

Example:  This example is intended to help you compare the costs of investing in
the Fund with the costs of investing in other mutual funds.

The Example  assumes  that you invest  $10,000 in the Fund for the time  periods
indicated  and then  redeem  all your  shares at the end of those  periods.  The
Example also assumes that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions, your costs would be:

                  One Year*                 Three Years*
                  ---------                 ------------

                    $194                        $382

*    Includes the imposition of a 1% redemption fee.

                                       3
<PAGE>

You would pay the  following  expenses  if you did not redeem your shares at the
end of each period:

                  One Year*                 Three Years*
                  ---------                 ------------

                     $94                        $282

Actual annual  returns may be greater or less than the annual 5% return  assumed
in the Example.

INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE
- --------------------

The Fund's investment objective is to provide financial  institutions with (1) a
high  level of  current  income  and (2)  investments  that will be deemed to be
qualified  under the CRA. The Fund's Board of Trustees may change the investment
objective without shareholder approval.

PRINCIPAL INVESTMENT STRATEGY
- -----------------------------

The Fund's principal  investment strategy is to invest in  mortgage-related  and
other debt  securities  that will cause shares of the Fund to be qualified under
the CRA, so that financial  institutions that are subject to the CRA may receive
investment  test or similar  credit  under the CRA with respect to shares of the
Fund held by them. The Advisor  believes that  securities  held by the Fund will
provide returns that are competitive  with those of similar  securities that are
not CRA-qualified.

COMMUNITY REINVESTMENT ACT OF 1977
- ----------------------------------

The CRA requires the federal bank  regulatory  agencies to encourage  most banks
and  similar  institutions  that are insured by the  Federal  Deposit  Insurance
Corporation to help meet the credit needs of their local communities,  including
low and moderate income  neighborhoods.  Larger retail  institutions  receive an
overall CRA rating based on their evaluated performance in three areas: lending,
service and investments.  For an institution with $250 million or more in assets
or for an  institution  whose holding  company has $1 billion or more in assets,
the investment test comprises 25% of the overall CRA rating. While smaller banks
are subject only to a lending test, they can use their qualified  investments to
enhance their overall  rating.  Banks that are designated as limited  purpose or
wholesale banks for CRA purposes can elect to be evaluated  partially or totally
on their qualified investment performance.

In most cases, qualified investments are required to be responsive to the credit
and  community  development  needs  of  a  financial  institution's   assessment
(geographical)  area or a broader  statewide or regional  area that includes the
institution's  assessment area. For such a financial  institution to receive CRA
investment  test credit with  respect to the Fund's  shares,  the Fund must hold
CRA-qualifying investments that relate to the financial institution's assessment
(geographical) area.  Institutions that have been designated by their regulators
as "wholesale" or

                                       4
<PAGE>

"limited  purpose"  under the CRA may receive  credit for qualified  investments
wholly  outside of their  assessment  (geographical)  area,  provided  they have
otherwise  adequately  addressed  their  assessment  area needs.  Although  each
shareholder  of the Fund will  indirectly  own an undivided  interest in all the
Fund's  investments,  the Fund will  designate  specific  securities to specific
shareholders for CRA-qualifying purposes.

Investments are not designated as  CRA-qualifying at the time of issuance by any
governmental  agency.  Accordingly,  the  Advisor  must  evaluate  whether  each
potential   investment  may  be  CRA-qualifying   with  respect  to  a  specific
shareholder.  The final  determinations of whether securities are CRA-qualifying
are  made  by  the  federal  bank  regulatory  agencies  during  their  periodic
examinations of these institutions. There is no assurance that the agencies will
concur with the Advisor's evaluation of securities as CRA-qualifying. Securities
that are determined to qualify at the time of an examination  may not qualify in
subsequent  examinations.  If the Advisor became aware that a security  acquired
for  CRA-qualifying  purposes  was not likely to  produce  CRA  investment  test
credit, for example due to a change in circumstances pertaining to the security,
ordinarily  the  Fund  would  sell  that  security  and  attempt  to  acquire  a
replacement security that the Advisor deemed to be CRA-qualifying.

In determining whether a particular  investment is a qualified  investment,  the
Advisor  will  consider  whether  the  investment  has  as its  primary  purpose
community  development.  The Advisor will consider  whether such  investment (1)
provides affordable housing for low-or-moderate income individuals, (2) provides
community services targeted to  low-or-moderate  income  individuals,  (3) funds
activities that (a) finance  businesses or farms that meet the size  eligibility
standards of the Small Business  Administration's  Development  Company or Small
Business  Investment  Company  programs or have annual revenues of $1 million or
less  and  (b)  promote  economic  development,  or (4)  funds  activities  that
revitalize or stabilize  low-or-moderate income areas. An activity may be deemed
to  promote  economic   development  if  it  supports  permanent  job  creation,
retention,  and/or  improvement  for persons who are  currently  low-or-moderate
income, or supports  permanent job creation,  retention,  and/or  improvement in
low-or-moderate income areas targeted for redevelopment by federal, state, local
or tribal governments. The Advisor maintains documentation, readily available to
a financial institution or an examiner,  supporting its judgment that a security
would be a qualifying investment for CRA investment test credit purposes.

The Fund will require time after selling shares to acquire a significant  volume
of investments in particular  geographic  areas  relevant to  shareholders.  The
length  of time  will  depend  upon the depth of the  market  for  CRA-qualified
investments  in the  relevant  areas.  In some cases,  the Advisor  expects that
CRA-qualified  investments will be immediately available. In others, it may take
weeks or months - in rare  cases,  as long as two or three  years - to acquire a
significant  volume of  CRA-qualified  investments  in a  particular  area.  The
Advisor  believes that investments in the Fund during these time periods will be
considered  CRA-qualified  provided the purpose of the Fund includes serving the
investing  institution's  assessment area(s) and the Fund is likely to achieve a
significant  volume of  investments  in the region after a reasonable  period of
time. As the Fund continues to operate,  it may dispose of securities  that were
acquired for CRA-

                                       5
<PAGE>

qualifying purposes,  in which case the Advisor will normally attempt to acquire
a replacement security that would be CRA-qualifying.

INVESTMENT POLICIES
- -------------------

Under normal  circumstances,  the Fund will invest primarily in securities which
have a rating  in the  highest  category  assigned  by a  nationally  recognized
statistical rating organization ("Rating Agency"),  for example, AAA by Standard
& Poor's Ratings Group and/or Aaa by Moody's Investors Services,  Inc., or which
are deemed by the Advisor to be of comparable quality to securities so rated, or
which are  credit-enhanced  by one or more entities with one of the above credit
ratings.

The  Fund  may also  invest  up to 25% of its net  assets  in  investment  grade
securities  that are rated in the  second  or third  highest  rating  categories
assigned  by a Rating  Agency,  or which  are  deemed  by the  Advisor  to be of
comparable  quality to securities so rated, or which are  credit-enhanced by one
or more entities with one of the above credit ratings.

Under normal circumstances,  the Fund will invest at least 90% of its net assets
in  CRA-qualifying  securities.  Such  securities  would include  single-family,
multi-family and economic development loan-backed  securities.  As a result, the
Fund will invest primarily in securities issued by the Federal National Mortgage
Association  ("FNMA"),  Federal Home Loan Mortgage  Corporation  ("FHLMC"),  and
Government National Mortgage Association ("GNMA").

The Fund may also invest in taxable  municipal  bonds whose  primary  purpose is
community development.

The Fund may invest in  certificates  of deposit that are insured by the Federal
Deposit Insurance Corporation ("FDIC") and are issued by financial  institutions
that are (1) certified as Community Development Financial  Institutions,  or (2)
minority- or  women-owned  and primarily  lend or facilitate  lending in low- or
moderate-income  areas  or to low- or  moderate-income  individuals  to  promote
community development.  The Fund may also invest in certain securities issued by
the Small Business Administration.

The Fund may  temporarily  hold  investments  that are not part of its principal
investment  strategy to try to avoid losses during unfavorable market conditions
or pending the acquisition of investments  believed to be  CRA-qualified.  These
investments  may include  cash (which will not earn any  income),  money  market
instruments,  debt securities issued or guaranteed by the U.S. Government or its
agencies and  repurchase  agreements.  This strategy could prevent the Fund from
achieving its investment objective and could reduce the Fund's return and affect
its performance during a market upswing.

The Fund may sell  securities  that it has held for less than one year.  When it
does so,  the Fund may  realize  short-term  capital  gains,  which are taxed at
higher rates than long-term capital gains.

                                       6
<PAGE>

FUND INVESTMENTS

GNMA securities and U.S. Treasury bills,  notes and bonds are direct obligations
of the U.S.  Government  and are backed by the full faith and credit of the U.S.
Government. Accordingly, these securities carry minimal credit risk.

FNMA and FHLMC securities are issued by U.S.  Government-sponsored  enterprises.
These  securities  are not  backed  by the full  faith  and  credit  of the U.S.
Government, but generally enjoy a very high level of creditworthiness.

Taxable municipal bonds are rated as to their creditworthiness by various Rating
Agencies.  The Fund will invest only in these  securities if they conform to the
credit qualifications described above under "INVESTMENT OBJECTIVE AND POLICIES -
Investment Policies."

The Fund may invest in mortgage-backed securities ("MBSs"), such as those issued
by GNMA, FHLMC and FNMA, which generally pay monthly payments consisting of both
interest and principal.  The value of MBSs are based on the underlying  pools of
mortgages  that  serve as the asset base for the  securities.  The value of MBSs
will be  significantly  influenced by changes in interest rates because mortgage
backed pool valuations fluctuate with interest rate changes. Specifically,  when
interest rates decline,  many borrowers  refinance existing loans,  resulting in
principal prepayments which leads to early payment of the securities. Prepayment
of an  investment  in MBSs can result in a loss to the Fund to the extent of any
premium paid for MBSs.  In addition,  a decline in interest  rates that leads to
prepayment of MBSs may result in a  reinvestment  requirement at a time when the
interest rate environment presents less attractive investment alternatives.

Certificates of deposit  ("CDs") are promissory  notes issued by banks and other
financial institutions for fixed periods of time at fixed rates of interest. The
Fund may invest in CDs issued by Community Development Financial Institutions or
other  eligible  depositories.  Early  withdrawal of CDs may result in penalties
being assessed against the holder of the CD.

The Fund may invest in  repurchase  agreements  with  broker-dealers,  banks and
other  financial  institutions,  provided that the Fund's  custodian  always has
possession of the securities serving as collateral for the repurchase agreements
or has proper evidence of book entry receipt of said securities. In a repurchase
agreement,  the Fund purchases  securities subject to the seller's  simultaneous
agreement  to  repurchase  those  securities  from the Fund at a specified  time
(usually  one day) and price.  The  repurchase  price  reflects  an  agreed-upon
interest rate during the time of investment.  All repurchase  agreements entered
into by the Fund  must be  collateralized  by U.S.  Government  securities,  the
market  values of which  equal or  exceed  102% of the  principal  amount of the
Fund's  investment.  If an  institution  with whom the Fund has  entered  into a
repurchase agreement enters insolvency proceedings, the resulting delay, if any,
in the Fund's  ability to liquidate the securities  serving as collateral  could
cause  the  Fund  some  loss  if the  securities  declined  in  value  prior  to
liquidation.  To  minimize  the risk of such  loss,  the Fund  will  enter  into
repurchase  agreements only with  institutions and dealers the Advisor considers
creditworthy under guidelines approved by the Fund's Board of Trustees.

                                       7
<PAGE>

The Fund may also engage in reverse  repurchase  transactions  in which the Fund
sells its securities and simultaneously agrees to repurchase the securities at a
specified time and price.  Reverse repurchase  transactions are considered to be
borrowings by the Fund.

The Fund may purchase  securities on a when-issued basis, and it may purchase or
sell securities for  delayed-delivery.  These transactions occur when securities
are purchased or sold by the Fund with payment and delivery taking place at some
future date.  The Fund may enter into such  transactions  when, in the Advisor's
opinion, doing so may secure an advantageous yield and/or price to the Fund that
might  otherwise be  unavailable.  The Fund has not established any limit on the
percentage  of assets  it may  commit  to such  transactions,  but the Fund will
maintain a  segregated  account  with its  custodian  consisting  of cash,  cash
equivalents,   U.S.  Government  securities  or  other  high-grade  liquid  debt
securities  in an  amount  equal  to the  aggregate  fair  market  value  of its
commitments to such transactions. A risk of investing in this manner is that the
yield or price obtained in a transaction may be less favorable than the yield or
price available in the market when the security delivery takes place.

For  further   information   concerning  the  Fund's  investment   policies  and
restrictions, see "Investment Policies and Restrictions" in the Fund's Statement
of Additional Information.

RISK FACTORS

The following information  supplements the information set forth in "RISK/RETURN
SUMMARY - Principal Risks" and "FUND INVESTMENTS" above.

Your  investment  in the Fund is not a deposit or  obligation  of, or insured or
guaranteed by, any entity or person, including the U.S. Government and the FDIC.
The  Fund  may  be  particularly  appropriate  for  banks  and  other  financial
institutions  that are subject to the CRA.  The value of the Fund's  investments
will vary from day-to-day,  reflecting  changes in market  conditions,  interest
rates and other political and economic  factors.  There is no assurance that the
Fund can achieve its investment objective,  since all investments are inherently
subject  to  market  risk.  There  also  can be no  assurance  that  the  Fund's
investments  will receive  investment  test credit under the CRA with respect to
the Fund's shares.

Changes in laws, regulations or the interpretation of laws and regulations could
pose risks to the successful realization of the Fund's investment objectives. It
is not known what changes,  if any, will be made to the CRA over the life of the
Fund. CRA  regulations  play an important part in influencing  the readiness and
capacities of financial  institutions  to originate  CRA-qualifying  securities.
Changes in the CRA might  impact upon Fund  operations  and might pose a risk to
the successful realization of the Fund's investment objectives.

Many  investments  purchased  by the Fund will have one or more  forms of credit
enhancement.  An investor in a credit enhanced debt instrument  typically relies
upon the credit  rating of the credit  enhancer to  evaluate  an issue's  credit
quality and appropriate pricing level. There can be no assurance that the credit
rating of a public or private entity used as a credit enhancer on a

                                       8
<PAGE>

Fund investment will remain unchanged over the period of the Fund's ownership of
that investment.

As with other mutual funds, financial and business organizations and individuals
around the world,  the Fund could be adversely  affected if the computer systems
used by the  Advisor  and the Fund's  other  service  providers  don't  properly
process and calculate  date-related  information and data from and after January
1, 2000. This is commonly known as the "Year 2000" or "Y2K" problem. The Advisor
is taking steps to address the Y2K problem with respect to the computer  systems
that it uses and to obtain  assurances that comparable  steps are being taken by
the Fund's other major service providers. At this time, however, there can be no
assurance that these steps will be sufficient to avoid any adverse impact on the
Fund.  The Advisor will also consider the Y2K problem in  evaluating  securities
that the Fund holds or may acquire.

FEDERAL TAXES

The Fund intends to qualify each year as a regulated  investment  company  under
applicable  federal  tax  provisions.  In any  fiscal  year in  which  the  Fund
qualifies as a regulated  investment company and distributes to shareholders all
of its net investment  income and net capital gains, the Fund generally will not
have to pay any federal tax.

Generally,  all ordinary and capital gains  distributions to you will be taxable
whether  they are  reinvested  or received  in cash,  unless you are exempt from
taxation or entitled to a tax deferral.  Early each calendar  year,  you will be
notified as to the amount and federal  tax status of all  distributions  paid to
you from the prior  year.  Such  distributions  may also be  subject to state or
local taxes.

The Fund's investment  strategies will generally cause its annual  distributions
to consist primarily of ordinary income.  You will generally not be eligible for
any dividends received deduction with respect to Fund distributions.

You may  recognize  gain or loss on  redemptions  of Fund  shares  based  on the
difference  between  your  redemption  proceeds  and your  basis in the  shares.
Certain restrictions on loss recognition may apply,  however,  such as the "wash
sale"  limitation,  which  disallows a loss on a sale of stock or  securities if
substantially  identical stock or securities are purchased within 30 days before
or after the sale.

You should note that if you  purchase  Fund shares just prior to a capital  gain
distribution,  the  purchase  price  will  reflect  the  amount of the  upcoming
distribution,  but you will be taxable on the entire amount of the  distribution
received,   even  though,  as  an  economic  matter,  the  distribution   simply
constitutes a return of capital. This is known as "buying into a dividend."

This is a brief summary of the tax laws that affect your investment in the Fund.
Please see the section entitled "Tax Information" in the Statement of Additional
Information for more information,  and consult with your own tax advisor,  since
every investor's tax situation is unique.

                                       9
<PAGE>

PRICING OF FUND SHARES

The price of the Fund's shares is based on the Fund's net asset value (NAV). The
NAV per share is  determined  as of the  close of  trading  (normally  4:00 p.m.
Eastern  Time) every day the New York Stock  Exchange is open for  trading.  The
Fund will not price its shares on  national  holidays or other days when the New
York  Stock  Exchange  is closed for  trading.  NAV per share is  calculated  by
dividing the total value of the Fund's assets after  subtracting  liabilities by
the number of shares outstanding.  The Fund's portfolio securities are valued at
market value based on dealer bid quotations. Securities for which quotations are
not  available  and any other assets are valued at fair value as  determined  in
good faith by the Advisor,  subject to the review and  supervision of the Fund's
Board of Trustees.

PURCHASING SHARES

Shares of the Fund are sold at the NAV per share next  determined  after receipt
of a purchase order by the Fund. See "Purchases By Wire Transfer" and "Purchases
By Check" below. The minimum initial investment is $250,000. There is no minimum
requirement  for  subsequent  purchases.  Shares are sold without any  front-end
sales charge,  which means that the full amount of your  purchase  price will be
invested in Fund shares.  The Fund imposes no deferred sales  charges;  however,
the Fund will charge a 1% fee for redemptions of shares.  See "REDEEMING SHARES"
below.

PURCHASE INQUIRIES.  If you are considering  investing in the Fund, contact Neil
M. Solomon at the Fund's distributor, SunCoast Capital Group, Ltd. ("SunCoast"),
toll-free at  1-800-733-5933.  Mr. Solomon will provide  information  concerning
your investment options and can provide all materials and procedures required to
open an account.  New accounts can be opened  through an exchange of securities,
by wire  transfer,  or by check  purchase.  These  options also are available to
existing shareholders and are discussed further below.

EXCHANGE OF SECURITIES. The Fund may issue its shares in exchange for securities
owned by an  investor.  The Fund will  issue its  shares  only in  exchange  for
securities that the Advisor believes are CRA-qualified and that the Fund intends
to hold.  To  determine  the  number of Fund  shares  that will be issued in the
exchange, the investor's securities will be valued at the mean between their bid
and asked quotations,  which differs from the method used for valuing the Fund's
portfolio securities. See "PRICING OF FUND SHARES" above. This method of valuing
exchanged  securities  benefits  both  existing  shareholders  and the  investor
exchanging  the securities  ("Purchaser").  The Purchaser will receive a greater
number of Fund shares by exchanging securities at the mean between the bid price
and asked price than it would if it liquidated  the  securities at the lower bid
price and then purchased  Fund shares with the cash  proceeds.  This benefit may
provide the Purchaser with an incentive to go through the additional  procedures
associated  with an exchange.  On the other hand, if the Fund purchased the same
type of  securities  with cash,  it would pay the higher asked price.  In either
case, the Fund must value the securities for purposes of determining the NAV per
share in accordance  with its valuation  policies.  See "PRICING OF FUND SHARES"
above. Thus, the Purchaser benefits by receiving a greater number of Fund shares
while the existing shareholders benefit from the Fund's

                                       10
<PAGE>

acquisition  of  securities  at a lower  price than it would  otherwise  pay. In
addition,  both  the  Purchaser  and the  Fund  avoid  incurring  any  brokerage
transaction costs.

To  discuss  arrangements  for  purchasing  Fund  shares  in  exchange  for your
securities, contact Neil M. Solomon at SunCoast toll-free at 1-800-733-5933.

PURCHASES BY WIRE TRANSFER. You may purchase shares by making a wire transfer of
federal funds to Declaration  Service  Company,  the Fund's servicing agent. You
must  include  the full name in which your  account is  registered  and the Fund
account number, and should address the wire transfer as follows:

     First Union National Bank
     ABA # 031201467
     For Account of The Community Reinvestment Act Qualified Investment Fund
     Acct. # 2000003245873
     For further credit (Your Name)
     Acct. # (Your Acct. No.)

Before making an initial  investment by wire transfer,  you must first call Neil
M.  Solomon at  SunCoast  at  1-800-733-5933  to  request an account  number and
furnish the Fund with your taxpayer identification number. In addition, you must
promptly  forward a  completed  new account  application  with  signature(s)  of
authorized officer(s) and appropriate corporate resolutions or other evidence of
authority to: Neil M. Solomon,  SunCoast Capital Group,  Ltd., 1751 West Cypress
Creek Road, Fort Lauderdale,  FL 33309. The Fund will not be responsible for the
consequence  of delays in the wire transfer  system.  See  "Purchase  Inquiries"
above.

PURCHASES BY CHECK.  You can purchase shares by sending a check to The Community
Reinvestment Act Qualified  Investment  Fund, c/o SunCoast Capital Group,  Ltd.,
1751 West Cypress Creek Road,  Fort  Lauderdale,  FL 33309,  Attention:  Neil M.
Solomon, including the name in which the account is  registered  and the account
number.  Initial share  purchases must be accompanied by a completed new account
application with signature(s) of authorized officer(s) and appropriate corporate
resolutions  or other  evidence of authority.  See "Purchase  Inquiries"  above.
Checks are accepted subject to collection.  If shares are purchased by check and
redeemed  within seven business days of purchase,  the Fund may hold  redemption
proceeds until the purchase check has cleared, a period of up to fifteen days.

You will  receive a statement  showing the number of shares  purchased,  the net
asset  value at which your shares  were  purchased,  and the new balance of Fund
shares owned each time you purchase  shares of the Fund. The Fund does not issue
share certificates.  All full and fractional shares will be carried on the books
of the Fund.

All  applications  to purchase  shares of the Fund are subject to  acceptance by
authorized  officers of the Fund and are not binding  until  accepted.  The Fund
reserves the right to reject purchase orders.

                                       11
<PAGE>

REDEEMING SHARES

You may  redeem  your  shares in the Fund at any time and for any  reason.  Upon
receipt by the Fund of a redemption  request and any other required documents in
proper form,  your shares of the Fund will be redeemed at their next  determined
NAV, less a redemption  fee equal to 1% of the NAV of the redeemed  shares.  The
redemption fee is not a sales charge. It is retained by the Fund and is not paid
to the Advisor or the Fund's  distributor.  The purpose of the redemption fee is
to allocate  transaction  costs  associated with redemptions to investors making
those redemptions, thus protecting shareholders who hold their shares for longer
periods.  These costs include,  among others, those additional expenses that may
be incurred in selling  CRA-qualified  securities  related  specifically  to the
redeeming shareholder's geographical area.

Redemption  requests must be in writing and sent to The  Community  Reinvestment
Act Qualified  Investment  Fund,  c/o SunCoast  Capital Group,  Ltd.,  1751 West
Cypress Creek Road, Fort Lauderdale, FL 33309, Attention: Neil M. Solomon. To be
in proper form, your redemption request must:

     o    Specify the number of shares or dollar amount to be redeemed,  if less
          than all shares are to be redeemed; and

     o    Be signed by the authorized  representative(s)  exactly as their names
          appear on the account.

The Fund  will not  process  a  redemption  request  unless  it has  received  a
completed  new  account  application  and  other   documentation   described  in
"PURCHASING  SHARES  -  Purchases  by  Wire  Transfer"  and  "PURCHASING  SHARES
Purchases by Check" above.  Further  documentation  may be requested to evidence
the authority of the person or entity making the redemption request.

When you redeem  your  shares,  they may be worth more or less than you paid for
them, depending upon the value of the Fund's portfolio securities at the time of
redemption.

Payment for shares  redeemed is made within seven days after receipt by the Fund
of a  request  for  redemption  in  proper  form.  The Fund  will  normally  pay
redemption  proceeds in cash but reserves the right to deliver  securities owned
by the Fund instead of cash.  The Fund reserves the right to suspend or postpone
redemptions  during any period when (a)  trading on any of the major U.S.  stock
exchanges is restricted, as determined by the Securities and Exchange Commission
("SEC"), or that the major exchanges are closed for other than customary weekend
and holiday closings, (b) the SEC has by order permitted such suspension, or (c)
an  emergency,  as determined  by the SEC,  exists making  disposal of portfolio
securities  or valuation of net assets of the Fund not  reasonably  practicable.
The Fund may redeem all shares held by a shareholder whose account value is less
than the minimum initial investment as a result of redemptions.

                                       12
<PAGE>

DIVIDENDS AND DISTRIBUTIONS

The Fund intends to pay dividends from net investment  income and distribute any
net  capital  gains  at least  annually,  usually  in  December.  Dividends  and
distributions  are  reinvested in  additional  shares unless you indicate in the
account  application or otherwise in writing that you want to have dividends and
distributions paid in cash.

INVESTMENT ADVISOR

CRAFund Advisors,  Inc. is a registered  investment  adviser founded in November
1998,  with  headquarters  at 1751 West  Cypress  Creek Road,  Fort  Lauderdale,
Florida 33309.

The Advisor was organized to provide investment advice to the Fund. It currently
has no other  clients.  Its  personnel,  except  Kenneth H. Thomas,  Ph.D.,  are
employees of the Fund's  distributor or SunCoast  Capital Group,  Inc., which is
the principal stockholder of the Fund's distributor. Todd J. Cohen, Peter Cooper
and David A. Zwick  collectively  own all of the  outstanding  stock of SunCoast
Capital Group, Inc. and 75% of the outstanding stock of the Advisor.  The Fund's
distributor may act as broker for the Fund and will receive payments pursuant to
the Fund's distribution plan. See "DISTRIBUTION PLAN" below.

Todd J. Cohen is the Fund's portfolio  manager and will choose the securities to
purchase  for the  Fund.  Mr.  Cohen  is  President  of  SunCoast.  He  oversees
SunCoast's fixed income securities  trading  operations.  Although Mr. Cohen has
substantial  experience  in trading fixed income  securities,  managing a mutual
fund is a new position for him.

In managing the Fund's investment portfolio, Mr. Cohen will consult with Kenneth
H. Thomas,  Ph.D.  Dr.  Thomas is President of K. H. Thomas  Associates,  a sole
proprietorship engaged in consulting with financial institutions. Dr. Thomas has
counseled  many  banks  and  thrifts  regarding  their CRA  compliance,  and has
authored two books on the subject.  Dr.  Thomas is also a Lecturer in Finance at
the Wharton School of Business of the University of Pennsylvania.

Under the terms of an investment advisory agreement, the Advisor, subject to the
supervision  of the  Fund's  Board  of  Trustees,  will  manage  the  investment
operations of the Fund in accordance with the Fund's  investment  policies.  The
Fund will pay to the  Advisor  monthly a fee equal to an annual rate of 0.50% of
the Fund's average daily net assets.

DISTRIBUTION PLAN

The Fund has  adopted a  distribution  plan  pursuant  to Rule  12b-1  under the
Investment  Company Act of 1940, as amended.  The  distribution  plan allows the
Fund to pay fees for the sale and  distribution of its shares.  Because they are
paid from Fund 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.  Under the  distribution  plan, the Fund will pay SunCoast up to
0.25% per year of the Fund's average daily net assets for  activities  primarily
intended to result in sales of the Fund's shares.

                                       13
<PAGE>

WHERE TO FIND MORE INFORMATION

You will find more information about the Fund in the following documents:

Annual and semi-annual reports
The Fund will  prepare  annual and  semi-annual  reports to  shareholders.  Such
reports will contain more information  about the Fund and a discussion about the
market conditions and investment strategies that had a significant effect on the
Fund's performance during the last fiscal year.

Statement of Additional Information (SAI)
The SAI contains detailed  information about the Fund and its policies.  By law,
it is incorporated by reference into (considered to be part of) this prospectus.

You can get a free copy of these documents,  request other information about the
Fund and make  shareholder  inquiries  by  calling  Neil M.  Solomon at the Fund
toll-free at 1-800-733-5933 or writing to:

The Community Reinvestment Act Qualified Investment Fund
c/o SunCoast Capital Group, Ltd.
1751 West Cypress Creek Road
Fort Lauderdale, FL  33309
Attention: Neil M. Solomon

or on the Internet at www.CRAFUND.com

You can  write  to the SEC  Public  Reference  Section  and ask them to mail you
information  about  the  Fund,  including  the SAI.  The SEC will  charge  you a
duplicating fee for this service.  You can also visit the Public  Reference Room
to review and copy the  documents.  For  information  about the operation of the
Public Reference Room, call the SEC.

Public Reference Section of the SEC
Washington, DC  20549-6009
1-800-SEC-0330

Reports and other  information  about the Fund are also  available  on the SEC's
website at www.sec.gov.

The Fund's Investment Company Act File No. is 811-09221.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission