Woodlawn Funds Trust
105 North Washington Street
Post Office Box 69
Rocky Mount, North Carolina 27802-0069
800-525-3863
December 3, 1999
VIA EDGAR
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
RE: Woodlawn Funds Trust (the "Trust") (File No. 333-78815 and 811-09345); on
behalf of the Trust's Internet 100 Fund and Internet 100 Equal Weighted
Fund (each a series of the Trust); Supplement to the Prospectus and
Statement of Additional Information
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Ladies and Gentlemen:
Pursuant to Rule 497 of the General Rules and Regulations under the Securities
Act of 1933, as amended, enclosed herewith please find the final form of the
most recent supplement to the Prospectus and Statement of Additional
Information, each dated September 8, 1999, for the above-referenced series.
If you have any questions concerning the foregoing, please call the undersigned
at (252) 972-9922, extension 212.
Sincerely,
/s/ C. Frank Watson, III
C. Frank Watson, III
Secretary, Woodlawn Funds Trust
CC: Patsy Mengiste
Asst. Branch Chief for Disclosure
Division of Investment Management
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop S-5
Washington, DC 20549
(202) 942-0632
<PAGE>
WOODLAWN FUNDS TRUST
SUPPLEMENT DATED December 3, 1999
to Prospectus and Statement of Additional Information ("SAI"),
each dated September 8, 1999
Effective January 3, 2000, the Internet 100 Fund ("Fund") will commence
payment of Distribution and/or Service Fees under the Fund's Rule 12b-1
Distribution Plan ("Plan"). In addition, the Fund's Expense Limitation Agreement
("Agreement") has been amended so that all amounts paid under the Plan will be
included in as expenses that may be waived or assumed by the Advisor under the
Agreement. Accordingly, the Prospectus and SAI are amended as follows:
o On page 7 of the Prospectus, the table entitled "Annual Fund Operating
Expenses for each Fund" as set forth under the heading "Fees and Expenses
of the Funds" is revised with respect to the Fund only as follows:
Management Fees 0.75%
Distribution and/or Service (12b-1) Fees 0.25%
Other Expenses 1.25%
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Total Annual Fund Operating Expenses 2.25%^(1)
Fee Waivers and/or Expense Reimbursement (1.25%)
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Net Expenses 1.00%
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(1) Since the Fund commenced operations on September 8, 1999,
Other Expenses and Total Annual Fund Operating Expenses for
the Fund are based on amounts estimated for the current fiscal
year. The Advisor has entered into a contractual agreement
with the Fund under which it has agreed to waive or reduce its
fees and to assume other expenses of the Fund, if necessary,
in an amount that limits Total Fund Operating Expenses
(exclusive of interest, taxes, brokerage fees and commissions,
and extraordinary expenses) to not more than 1.00% of the
average daily net assets of each Fund for the fiscal year to
end June 30, 2000. See "Expense Limitation Agreement" for more
detailed information.
o On page 9 of the Prospectus, the first paragraph under the heading
"Expense Limitation Agreement," is hereby deleted in its entirety and
replaced with the following: "In the interest of limiting expenses of the
Funds, the Advisor has entered into an expense limitation agreement with
the Trust, with respect to each of the Funds (`Expense Limitation
Agreement'), pursuant to which the Advisor has agreed to waive or limit
its fees and to assume other expenses so that the total annual operating
expenses of the Funds (other than interest, taxes, brokerage commissions,
other expenditures which are capitalized in accordance with generally
accepted accounting principles, and other extraordinary expenses not
incurred in the ordinary course of each Fund's business) are limited to
1.00% of the average daily net assets of the Funds for the fiscal year to
end June 30, 2000."
o On page 10 of the Prospectus, the second paragraph under the heading
"Distribution Plan" is deleted.
<PAGE>
o On page 12 of the Prospectus, the section under the heading "Other
Matters" is hereby deleted in its entirety and replaced with the
following:
"OTHER MATTERS
Suspension of Redemptions
All redemption requests will be processed and payment with
respect thereto will normally be made within seven days after
tenders. The Funds may suspend redemption, if permitted by the
1940 Act, for any period during which the New York Stock
Exchange is closed or during which trading is restricted by
the Securities Exchange Commission ("SEC") or if the SEC
declares that an emergency exists. Redemptions may also be
suspended during other periods permitted by the SEC for the
protection of the Funds' shareholders. Additionally, during
drastic economic and market changes, telephone redemption
privileges may be difficult to implement. Also, if the
Trustees determine that it would be detrimental to the best
interest of the Funds' remaining shareholders to make payment
in cash, the Funds may pay redemption proceeds in whole or in
part by a distribution in kind of readily marketable
securities.
Additional Fees
Investors may be charged a fee if they effect transactions through a
broker or agent."
o On page B-9 of the SAI, the sixth paragraph under the heading "Plan
Under Rule 12b-1" is deleted.
Investors Should Retain This Supplement for Future Reference
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