<PAGE>
- ----------------------------------- [LOGO] -------------------------------------
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TAX FREE BOND FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
1-800-847-5886
PROSPECTUS DATED JULY 1, 1997
SHARES OF BENEFICIAL INTEREST
A NO-LOAD MUTUAL FUND FOR NEW YORK INVESTORS SEEKING CURRENT INCOME EXEMPT
FROM FEDERAL INCOME TAX AND NEW YORK STATE AND CITY PERSONAL INCOME TAXES, AND
PRESERVATION OF CAPITAL THROUGH CONSERVATIVE PORTFOLIO MANAGEMENT.
The Empire Builder Tax Free Bond Fund seeks as high a level of current
income exempt from federal income tax and New York State and City personal
income taxes as the Fund's investment adviser believes is consistent with
preservation of capital. Consistent with the Fund's investment objective of
preservation of capital, it is also a policy of the Fund, when possible, to seek
capital appreciation and to minimize capital losses. The Fund invests primarily
in a portfolio of New York Tax Exempt Bonds.
The Fund offers TWO CLASSES of shares--the Builder Class and the Premier
Class. BUILDER CLASS shares offer a higher level of shareholder services and
features. PREMIER CLASS shares offer fewer services and features, and require a
higher minimum investment, but benefit from a lower level of expenses.
Consequently, Premier Class shares produce a higher investment yield than
Builder Class shares.
This Prospectus explains concisely what you should know before investing in
the Fund. Please read it carefully before investing and keep it for future
reference. You can find more detailed information about the Fund in the July 1,
1997 Statement of Additional Information, as amended from time to time (the
'SAI'), available without charge from BISYS Fund Services Limited Partnership
d/b/a BISYS Fund Services, the Fund's Administrator (the 'Administrator'). The
SAI has been filed with the Securities and Exchange Commission and is
incorporated into this Prospectus by reference. For additional information, call
toll free 1-800-847-5886.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
Summary of Expenses................................. 2 How the Fund is Managed.............................13
A Look at the Fund's Financial History.............. 3 How the Fund Values its Shares......................14
The Fund's Investment Objective..................... 4 Distributions and Taxes.............................14
How the Fund Has Performed.......................... 4 How the Fund Shows Performance......................15
How the Fund Pursues its Objective.................. 5 How to Buy Shares...................................16
Features and Benefits of the Fund...................10 How to Sell Shares..................................17
Features of the Premier and Builder Classes.........11 History and Organization of the Fund................19
The Fund's Management...............................12 The Fund's Trustees and Officers....................20
</TABLE>
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus does not constitute an offering in any jurisdiction in
which such offering may not lawfully be made.
<PAGE>
SUMMARY OF EXPENSES
Expenses are one of several factors to consider when investing in the Fund.
The following table summarizes your maximum transaction costs from investing in
each class of shares of the Fund and the expenses of the Fund associated with
each class of shares. The Example shows the cumulative expenses attributable to
a hypothetical $1,000 investment in the Fund over specified periods.
<TABLE>
<CAPTION>
Premier Builder
Class Class
------- --------
<S> <C> <C>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a percentage of
the offering price)........................................ 0% 0%
Exchange Fee for each exchange from Premier to Builder
Class...................................................... $5 $0
Annual Fund Operating Expenses
(as a percentage of net assets)
Advisory Fees........................................... 0.39% 0.39%
Administration Fees..................................... 0.19% 0.19%
Other Expenses.......................................... 0.35% 0.45%
------- --------
Total Fund Operating Expenses........................... 0.93% 1.03%
------- --------
------- --------
</TABLE>
<TABLE>
<CAPTION>
Example 1 year 3 years 5 years 10 years
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<S> <C> <C> <C> <C>
Your investment of $1,000 would incur the
following expenses, assuming (1) a 5%
annual return and (2) full redemption at
the end of each time period:
Builder Class: $ 11 $ 33 $ 57 $ 126
Premier Class: $ 9 $ 30 $ 51 $ 114
</TABLE>
This table is provided to help you understand the expenses of investing in
the Fund and the operating expenses that the Fund incurs. 'Annual Fund Operating
Expenses' are based on expenses actually incurred by the Fund during its fiscal
year ended February 28, 1997, restated to reflect certain changes in fee rates
that took effect during that year.
The Example illustrates expenses attributable to a hypothetical $1,000
investment in the Fund (Federal regulations require the Example to assume a
$1,000 investment; however, a minimum $20,000 investment is required for the
Premier Class). The Example is based on the operating expenses shown above for
the Fund's last fiscal year and does not necessarily represent past or future
expense levels. All of these expenses are paid by the Fund for investment
management, shareholder servicing, custodial and other services incurred in the
Fund's operations. Federal regulations require the Example to assume a 5% annual
return, but your actual annual total return will vary.
The Fund's investment adviser has voluntarily agreed to limit each class's
expenses to 1.5% of average daily net assets, until further notice. See 'How the
Fund Is Managed--Expense Limitations.'
2
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A LOOK AT THE FUND'S FINANCIAL HISTORY
The following table presents financial highlights for the Builder Class for
each fiscal year beginning with the year ended February 28, 1988 and through the
fiscal year ended February 28, 1997 and for the Premier Class for the period
beginning April 15, 1996 and ending February 28, 1997. The financial highlights
for the five most recent fiscal years have been audited by Coopers & Lybrand
L.L.P., independent accountants. Their unqualified report is included in the
SAI.
Financial Highlights
for a share outstanding throughout each period
<TABLE>
<CAPTION>
Year Ended
--------------------------------------------------------------------------------------------------
2/28/97
------------------
Builder Premier 2/29/92 2/28/91 2/28/90
Class Class# 2/29/96 2/28/95 2/28/94 2/28/93 (1) (1) (1)
------- ------- -------- -------- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period..... $17.96 $17.57 $ 17.31 $ 18.24 $ 18.41 $17.17 $17.02 $16.78 $16.70
------- ------- -------- -------- -------- ------- ------- ------- -------
Income from Investment
Operations:
Net investment income... 0.84 0.75 0.87 0.87 0.90 0.94 1.00 1.02 1.01
Net gain (loss) on
securities (both
realized and
unrealized)........... (0.10) 0.29 0.65 (0.71) 0.09 1.43 0.47 0.24 0.16
------- ------- -------- -------- -------- ------- ------- ------- -------
Total from Investment
Operations............ 0.74 1.04 1.52 0.16 0.99 2.37 1.47 1.26 1.17
------- ------- -------- -------- -------- ------- ------- ------- -------
Less Distributions:
Distributions from net
investment income..... (0.84) (0.75) (0.87) (0.87) (0.90) (0.94) (1.00) (1.02) (1.01)
Distributions from net
realized capital
gains................. (0.13) (0.13) -- -- (0.26) (0.19) (0.32) -- (0.08)
Distributions in excess
of net realized
capital gains......... -- -- -- (0.22) -- -- -- -- --
------- ------- -------- -------- -------- ------- ------- ------- -------
Total Distributions..... (0.97) (0.88) (0.87) (1.09) (1.16) (1.13) (1.32) (1.02) (1.09)
------- ------- -------- -------- -------- ------- ------- ------- -------
Net Asset Value, End of
Period.................. $17.73 $17.73 $ 17.96 $ 17.31 $ 18.24 $18.41 $17.17 $17.02 $16.78
------- ------- -------- -------- -------- ------- ------- ------- -------
------- ------- -------- -------- -------- ------- ------- ------- -------
Total Return............. 4.30% 6.03%+ 8.95% 1.09% 5.44% 14.32% 8.89% 7.75% 7.06%
Ratios/Supplemental Data:
Net Assets, End of
Period (in
thousands)............ $59,133 $59,356 $117,860 $108,020 $108,305 $96,568 $79,690 $80,535 $58,155
Ratio of Expenses to
Average Net Assets.... 1.07% 0.97%* 1.01%*** 0.93% 0.98% 1.03% 1.07% 1.27% 1.42%
Ratio of Net Investment
Income to Average Net
Assets................ 4.81% 4.88%* 4.91% 5.04% 4.85% 5.31% 5.78% 6.05% 5.96%
Portfolio Turnover
Rate.................. 181% 181% 150% 143% 164% 122% 166% 181% 199%
<CAPTION>
Year Ended
------------------
** 2/29/88
(1) (1)
------- -------
<S> <C> <C>
Net Asset Value,
Beginning of Period..... $16.88 $18.00
------- -------
Income from Investment
Operations:
Net investment income... 1.03 1.06
Net gain (loss) on
securities (both
realized and
unrealized)........... (0.10) (0.59)
------- -------
Total from Investment
Operations............ 0.93 0.47
------- -------
Less Distributions:
Distributions from net
investment income..... (1.03) (1.06)
Distributions from net
realized capital
gains................. (0.08) (0.53)
Distributions in excess
of net realized
capital gains......... -- --
------- -------
Total Distributions..... (1.11) (1.59)
------- -------
Net Asset Value, End of
Period.................. $16.70 $16.88
------- -------
------- -------
Total Return............. 5.77% 3.08%
Ratios/Supplemental Data:
Net Assets, End of
Period (in
thousands)............ $58,734 $55,737
Ratio of Expenses to
Average Net Assets.... 1.32% 1.34%
Ratio of Net Investment
Income to Average Net
Assets................ 6.21% 6.46%
Portfolio Turnover
Rate.................. 250% 529%
</TABLE>
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# Premier Class commenced operations on April 15, 1996.
* Annualized.
+ Not Annualized.
** Glickenhaus & Co. assumed investment management of the Fund on July 1,
1988.
*** Does not include a reduction of expenses for custodian fee credits on
cash balances maintained with the custodian.
Including such custodian fee credits, the ratio of expenses to average
net assets would be 0.96%.
(1) Not covered by accountants' report included in the SAI.
3
<PAGE>
A discussion and analysis by the Fund's management of the Fund's performance
during the fiscal year ended February 28, 1997 is included in the Fund's Annual
Report covering that year, which is available at no charge from the Fund.
THE FUND'S INVESTMENT OBJECTIVE
The Fund's investment objective is to seek as high a level of current income
exempt from federal income tax and New York State and City personal income taxes
as Glickenhaus & Co. (the 'Adviser'), the Fund's investment adviser, believes is
consistent with preservation of capital. Consistent with the Fund's objective of
preservation of capital, it is also a policy of the Fund, when possible, to seek
capital appreciation and to minimize capital losses. The Fund is not intended to
be a complete investment program, and there is no assurance the Fund will
achieve its objective.
HOW THE FUND HAS PERFORMED
The following table sets forth the total return (capital changes plus
reinvestment of all distributions) on a hypothetical $10,000 investment in
Builder Class shares of the Fund for the one-, five- and ten-year periods ended
February 28, 1997, the total return of a hypothetical $10,000 investment in
Premier Class shares of the Fund from April 15, 1996 through February 28, 1997
and the Fund's average annual total return for those periods. These were periods
of fluctuating tax-exempt bond prices. This information should not be construed
as an indicator of future performance.
Performance information for the Fund is based on the net asset value of a
share of the Fund at the beginning and end of the periods shown, assumes
reinvestment of all distributions and does not take into account any taxes
payable on capital gains distributions or the taxable portion of income
distributions. All figures reflect recurring Fund expenses for the periods
shown, such as advisory fees. The Average Annual Total Return figures are
standardized performance measures computed in accordance with requirements of
the Securities and Exchange Commission. There is no sales charge on purchases of
Fund shares. During certain past periods, sales charges have applied to certain
purchases. These sales charges were not taken into account in calculating the
performance information on the following page.
The Lehman Municipal Bond Index includes 25,000 long-term investment grade
municipal bonds. In the opinion of the Adviser, this Index most accurately
represents the performance of the municipal bond market. However, there are
substantial differences between the Index and the Fund. First, the Index covers
municipal bonds nationwide, whereas the Fund invests primarily in New York Tax
Exempt Bonds. Second, the Index does not reflect the costs and expenses of
actually obtaining the underlying bonds, or the operating costs associated with
an investment in a mutual fund like the Fund. Finally, the Index represents an
unmanaged portfolio whereas the Fund is professionally managed.
For more information about performance data of the Fund, see 'How the Fund
Shows Performance' below.
4
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FUND PERFORMANCE
<TABLE>
Builder Class Builder Class Builder Class Premier Class
Ten Years Five Years One Year Since Inception
3/1/87-2/28/97 3/1/92-2/28/97 3/1/96-2/28/97 4/15/96-2/28/97
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
$10,000 $10,000 $10,000 $10,000
+89.28% became +39.10% became +4.30% became became
The Fund $18,928 $13,910 $10,430 $10,603
Average Annual
Total Return +6.58% +6.82% +4.30% +6.03%
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Lehman
Municipal Bond
Index +7.55% 7.47% +7.55% Not Available
(Average Annual
Increase)
</TABLE>
* This illustration is based on a hypothetical investment of $10,000, but the
actual investment minimum for the Premier Class is $20,000.
HOW THE FUND PURSUES ITS OBJECTIVE
Basic Investment Strategy
In seeking its investment objective, the Fund invests primarily in New York
Tax Exempt Bonds (which are described below). New York law provides that to the
extent distributions by the Fund are derived from interest on New York Tax
Exempt Bonds, they shall be exempt from New York State and City personal income
taxes. It is a fundamental Fund policy that at least 90% of the Fund's income
distributions will be exempt from federal income tax and New York State and City
personal income taxes, except during times of adverse market conditions when the
Fund is investing for temporary defensive purposes (in which case more than 10%
of the Fund's income distributions could be subject to federal income tax and/or
New York State and City personal income taxes). During the Fund's fiscal year
ended February 28, 1997, 100% of the Fund's income distributions were exempt
from federal income tax and New York State and City personal income taxes. None
of the Fund's income distributions for such year were derived from 'private
activity bonds' the income from which is an item of tax preference for purposes
of the federal alternative minimum tax for individuals ('AMT Bonds'). It is a
fundamental policy of the Fund that distributions from interest income on AMT
Bonds, together with distributions of interest income on investments other than
New York Tax Exempt Bonds, will not normally exceed 10% of the total amount of
the Fund's income distributions.
New York Tax Exempt Bonds purchased by the Fund will be of 'investment grade'
quality. This means that at the time of purchase, the bonds will be rated not
lower than the four highest grades assigned by both Moody's Investors Service,
Inc. ('Moody's') (Aaa, Aa, A or Baa) and Standard & Poor's Corporation ('S&P')
(AAA, AA, A or BBB) or will be unrated securities which the Adviser determines
are of comparable quality. The Fund will not invest more than 50% of its total
assets in New York Tax Exempt Bonds that are rated Baa by Moody's or BBB by S&P
at the time of purchase or that, if unrated, are
5
<PAGE>
determined by the Adviser to be of comparable quality. Securities rated Baa or
BBB (and comparable unrated securities) have some speculative characteristics;
unfavorable changes in economic conditions or other circumstances are more
likely to lead to a weakened capacity of the issuer of these securities to make
principal and interest payments than is the case with higher quality securities.
(A description of the four highest grades of debt securities and the highest
grade of commercial paper of Moody's and of S&P is included in the SAI. Bonds
rated Baa by Moody's are considered medium grade obligations, the security for
payment of interest and principal being currently considered adequate, but
certain protective elements may be lacking over any great length of time. S&P's
description of BBB bonds is similar.) It should be noted that the amount of
information about the financial condition of an issuer of New York Tax Exempt
Bonds may not be as extensive as that which is made available by corporations
whose securities are publicly traded.
The value of the Fund's investments will change as the general level of
interest rates fluctuates. During periods of falling interest rates, the values
of fixed-income securities, such as New York Tax Exempt Bonds, generally rise.
Conversely, during periods of rising interest rates, the values of such
securities generally decline. Changes in the credit ratings of obligations and
in the ability of an issuer to make payments of interest and principal will also
affect the value of these investments. The value of the Fund's shares will
fluctuate with the value of its investments.
Because preservation of capital is part of the Fund's investment objective,
and the portion of the Fund's assets that may be invested in securities rated
below A (and comparable unrated securities) is limited, the Fund's yield and
total return may be significantly lower than that of many other New York Tax
Exempt Bond Funds during any particular period or over extended periods. For
temporary purposes (such as pending new investments) or liquidity purposes (such
as to meet repurchase or redemption obligations or to pay expenses), the Fund
may invest in taxable obligations, provided that not more than 10% of the Fund's
income distributions are subject to federal income tax and/or New York State and
City personal income taxes. The Fund may also invest in taxable obligations on a
temporary defensive basis due to market conditions, when more than 10% of the
Fund's income distributions could be subject to federal income tax and/or New
York State and City personal income taxes. Such taxable obligations may include
obligations of the U.S. government, its agencies or instrumentalities, other
debt securities rated within the four highest grades by either Moody's or S&P,
commercial paper rated in the highest two grades by either of such rating
services, certificates of deposit and bankers' acceptances of banks having
deposits in excess of $2 billion, and repurchase agreements with respect to any
of the foregoing investments. The Fund may also hold its assets in other cash
equivalents or in cash.
New York Tax Exempt Bonds
New York Tax Exempt Bonds are debt obligations issued by the State of New York
and its political subdivisions (for example, counties, cities, towns, villages,
districts and authorities), the interest from which is, in the opinion of bond
counsel, exempt from both federal income tax and New York State and City
personal income taxes (other than the possible incidence of any alternative
minimum taxes). These bonds are issued to obtain funds for various public
purposes, such as the construction of public facilities, the payment of general
operating expenses, the refunding of outstanding debts, or the lending of funds
to public or private institutions for the construction of housing, educational
or medical facilities. They may also include certain types of industrial
development bonds and private activity bonds issued by public authorities to
finance privately owned or operated facilities. New York Tax Exempt Bonds also
6
<PAGE>
include debt obligations issued by other governmental entities (for example,
U.S. possessions such as Puerto Rico) if such debt obligations generate interest
income that is exempt from federal income tax and New York State and City
personal income taxes.
Classifications of New York Tax Exempt Bonds. The two principal
classifications of New York Tax Exempt Bonds are general obligation and revenue
bonds. General obligation bonds involve the credit of an issuer possessing
taxing power and are payable from the issuer's general unrestricted revenues.
The characteristics and methods of enforcement of general obligation bonds vary
according to the law applicable to the particular issuer. Revenue bonds are
payable only from the revenues derived from a particular facility or class of
facilities or a specific revenue source, and generally are not payable from the
unlimited revenues of the issuer. Industrial development bonds and private
activity bonds are in most cases revenue bonds, the creditworthiness of which is
directly related to that of the user of the facilities.
Special Considerations Concerning New York Tax Exempt Bonds. Since the Fund
invests primarily in New York Tax Exempt Bonds, the performance of the Fund may
be especially affected by factors pertaining to the New York economy and other
factors specifically affecting the ability of issuers of New York Tax Exempt
Bonds to meet their obligations. As a result, the value of the Fund's shares may
fluctuate more widely than the value of shares of a portfolio investing in
securities relating to a number of different states. The ability of state or
local governments and political subdivisions to meet their obligations will
depend primarily on the availability of tax and other revenues to them and on
their fiscal conditions generally. The amounts of tax and other revenues
available to issuers of New York Tax Exempt Bonds may be affected from time to
time by economic, political and demographic conditions. In addition,
constitutional or statutory restrictions may limit a government's power to raise
revenues or increase taxes. The availability of federal, state and local aid to
issuers of New York Tax Exempt Bonds may also affect their ability to meet their
obligations. Payments of principal and interest on revenue bonds will depend on
the economic condition of the facility or specific revenue source from whose
revenues the payments will be made, which in turn could be affected by economic,
political and demographic conditions in New York or a particular locality. Any
reduction in the actual or perceived ability of an issuer of New York Tax Exempt
Bonds to meet its obligations (including a reduction in the rating of its
outstanding securities) would likely affect adversely the market value and
marketability of its obligations and could affect adversely the values of other
New York Tax Exempt Bonds as well.
Diversification
The Fund is a 'non-diversified' management investment company as defined under
the Investment Company Act of 1940, as amended (the 'Act'), and as such is not
required to meet any diversification requirements under that Act. However, the
Fund must meet certain standards to qualify as a regulated investment company
under the Internal Revenue Code. At the end of each fiscal quarter and with
respect to at least 50% of its total assets (1) the Fund may not invest more
than 5% of its total assets in the securities of any one issuer (except U.S.
government obligations) and (2) the Fund may not own more than 10% of the
outstanding voting securities of any one issuer. (By comparison, a 'diversified'
investment company must at all times satisfy those two conditions with respect
to 75% of the value of its total assets.) Since New York Tax Exempt Bonds are
not voting securities, the only effective limitation with respect to 50% of the
Fund's assets is that the Fund not invest more than 5% of its total assets
included among such 50% in the securities of a single issuer. Also, at the end
of each fiscal quarter not more than 25% of the Fund's total assets may be
invested in the securities of any one issuer.
7
<PAGE>
Because of the relatively small number of issuers of investment-grade New York
Tax Exempt Bonds, the Fund may use this ability as a non-diversified fund to
concentrate its assets in the securities of a few issuers which the Adviser
deems to be attractive investments, rather than invest in a larger number of
securities merely to satisfy diversification requirements. While the Adviser
believes that this ability to concentrate the investments of the Fund in
particular issuers is an advantage when investing in New York Tax Exempt Bonds,
such concentration involves an increased risk of loss to the Fund should an
issuer be unable to make interest or principal payments or should the market
value of such securities decline. There is no assurance that the Fund will be
able to meet its investment objective.
Futures and Options
The Fund may purchase and sell financial futures contracts, options on such
futures contracts and options on securities indexes to hedge against changes in
the values of New York Tax Exempt Bonds the Fund owns or expects to purchase.
Futures contracts on a Municipal Bond Index (the 'Index') are traded on the
Chicago Board of Trade. This Index is intended to represent a numerical measure
of market performance for long-term tax-exempt bonds. The Fund may purchase and
sell futures contracts on this Index (or any other tax-exempt bond index
approved for trading by the Commodity Futures Trading Commission) to hedge
against general changes in market values of New York Tax Exempt Bonds which the
Fund owns or expects to purchase. For example, if the Adviser expected interest
rates to increase, the Fund might sell futures contracts on an index. If rates
did increase, the value of New York Tax Exempt Bonds held by the Fund would
decline, but this decline would usually, but not necessarily, be offset in whole
or in part by an increase in the value of the Fund's position in futures
contracts. If, on the other hand, the Fund had cash reserves and short-term
investments pending anticipated investment in New York Tax Exempt Bonds, and the
Adviser expected interest rates to decline, the Fund might purchase futures
contracts on an index. The Fund could thus take advantage of the anticipated
rise in the values of New York Tax Exempt Bonds without actually buying them
until the market had stabilized.
The Fund will not purchase or sell futures contracts or purchase or sell
related options or index options if, as a result, the sum of initial margin
deposits on the Fund's existing futures contracts and related options plus
premiums paid for outstanding options purchased by the Fund would exceed 5% of
the Fund's net assets.
The successful use of futures and related options and of index options will
usually depend on the Adviser's ability to forecast interest rate movements
correctly. The Fund's ability to hedge its portfolio positions through these
transactions also depends on the degree of correlation between the index
underlying the futures and options purchased and sold by the Fund and the New
York Tax Exempt Bonds which are the subject of the hedge. The successful use of
futures and options also depends on the availability of a liquid secondary
market to enable the Fund to close its positions on a timely basis. In the case
of options purchased by the Fund, the risk of loss is limited to the premium
paid, whereas in the case of options written by the Fund and in the case of a
purchase or sale of a futures contract, the risk of loss is limited only to the
extent that increases in the value of the Fund's investment in securities during
the period of the futures contract may offset losses on the futures contract
over the same period.
Income derived by the Fund from options and futures transactions will not be
exempt from federal income tax or New York State or City personal income taxes.
8
<PAGE>
Portfolio Approach
The Adviser buys and sells securities for the Fund in pursuit of the Fund's
investment objective. In periods of rapidly fluctuating interest rates, there
may be frequent changes in investments. From time to time, consistent with its
investment objective, the Fund may also trade securities for the purpose of
seeking short-term profits. Securities may be sold in anticipation of a market
decline or bought in anticipation of a market rise. They may also be traded in
response to changes in the creditworthiness of issuers or anticipated movements
in the general level of interest rates, or to take advantage of perceived
short-term disparities in market values or yields among securities of comparable
quality and maturity.
A change in the securities held by the Fund is known as 'portfolio turnover.'
Portfolio turnover generally involves some expense to the Fund, including
brokerage commissions or dealer mark-ups and other transaction costs on the sale
of securities and reinvestment in other securities. To the extent that such
sales result in net realized capital gains, shareholders are taxed on any such
gains at applicable income tax rates. See 'Distributions and Taxes.' Under
certain market conditions the Fund's portfolio turnover rate may be higher than
that of similar mutual funds. A higher portfolio turnover rate may result in
increased realization by the Fund of capital gains. Distributions received by
Fund shareholders of capital gains realized by the Fund will generally not be
exempt from federal income tax or New York State or City personal income taxes.
The portfolio turnover rate of the Fund for the fiscal year ended February 28,
1997 was 181%.
Other Investment Practices
The Fund may enter into repurchase agreements, with banks and securities
brokers or dealers, on up to 10% of its total assets. These transactions must be
fully collateralized at all times, but involve some credit risk to the Fund. The
Fund may also purchase securities for future delivery (i.e., forward
commitments), which may increase its overall investment exposure. The SAI
contains more detailed information about these practices, including limitations
designed to reduce these risks.
Subject to certain limitations described in the SAI, the Fund may invest up to
10% of its assets in shares of other investment companies. Such investments by
the Fund may result in the Fund paying duplicative expenses on such assets,
including duplicative investment advisory fees.
Limiting Investment Risk
The Fund attempts to reduce risk for its shareholders through investment
restrictions that prohibit investing more than:
-- 5% of its total assets in the securities of any one issuer (other than the
U.S. government or its agencies or instrumentalities or issuers of New York
Tax Exempt Bonds);
-- 5% of its assets in securities of any issuer if the parties responsible for
payment, together with any predecessors, have been in operation for less
than three years (except U.S. government and agency obligations and
obligations of issuers of New York Tax Exempt Bonds);
-- 5% of its net assets in securities restricted as to resale;
-- 25% of its total assets in a single industry (issuers of New York Tax
Exempt Bonds and U.S. government and agency obligations do not constitute
an 'industry' except for issuers whose bonds are backed by non-governmental
users as described in the SAI); and
-- 10% of its net assets in securities that are not readily marketable, in
restricted securities and in repurchase agreements maturing in more than
seven days.
The Fund's investment restrictions permit the Fund to borrow only as a
temporary measure to facilitate redemption requests, and limit such borrowing to
10% of the value of its total assets.
9
<PAGE>
The Fund will repay any borrowings before making any additional investments.
Except for the policies described in this Prospectus or in the SAI as
fundamental, the investment policies described in this Prospectus and in the SAI
are not fundamental policies. The Trustees may change any non-fundamental
investment policy without shareholder approval. Among the Fund's policies that
are fundamental are the policy that under normal market conditions at least 90%
of the Fund's income distributions will be exempt from federal income tax and
New York State and City personal income taxes and the policy that Fund
distributions from interest income on AMT Bonds, together with distributions of
interest income on investments other than New York Tax Exempt Bonds, will not
normally exceed 10% of the total amount of the Fund's income distributions. As a
matter of policy, the Trustees will not change the Fund's investment objective
without shareholder approval.
FEATURES AND BENEFITS OF THE FUND
The Fund offers its shareholders these important features and benefits on a
no-load basis:
Professional management: The Adviser is an experienced money management firm
whose personnel have considerable experience in making investments in New York
Tax Exempt Bonds. The Adviser establishes general investment policies, selects
individual securities and constantly supervises the Fund's portfolio.
Portfolio diversification: Your money is pooled with that of other investors
to purchase a greater variety of New York Tax Exempt Bonds than you would
probably purchase by yourself. Diversification helps reduce investment risk.
Daily liquidity: You may sell all or part of your shares on any day the New
York Stock Exchange is open without withdrawal penalty, at the net asset value
next determined.
Account statements and Fund reports: Each time you buy or sell shares or
reinvest a distribution, including a capital gains distribution (other than
certain automatic reinvestments as described below), you will receive a
statement confirming the transaction and listing your current share balance.
Shareholders of the Fund who have elected to have their distributions of net
income from the Fund automatically reinvested in shares of the Fund (and
shareholders of certain unit investment trusts who have elected to have
distributions from such trusts automatically invested in shares of the Fund)
will receive a single quarterly statement confirming the amount of these
automatic reinvestments and investments in the Fund during the quarter.
The Fund sends you annual and semi-annual reports that keep you informed about
the Fund's portfolio and investment performance. You will also receive year end
tax information to simplify your recordkeeping.
Account information: You can obtain information about your account on any
business day between 8:00 a.m. and 9:00 p.m. (Eastern time) by calling toll
free: 1-800-847-5886. Specially trained representatives will answer your
questions and provide you with information about your investment.
Telephone Redemption: You may redeem your shares by calling the Fund toll
free at 1-800-847-5886. You should be prepared to give the telephone
representative the following information: (i) your account number, social
security number and account registration, (ii) the Class (Premier or Builder)
from which you are redeeming shares and (iii) the amount to be redeemed. The
conversation may be recorded to protect you and the Fund. Telephone redemptions
are available only if the shareholder so elects by checking the 'yes' box on the
Purchase Application. The Fund employs these procedures to confirm that
instructions communicated by telephone are genuine. If the Fund fails to employ
reasonable procedures, the Fund may be liable for
10
<PAGE>
any loss, damage or expense arising out of any telephone transactions purporting
to be on a shareholder's behalf but not actually authorized by the shareholder.
FEATURES OF THE PREMIER AND BUILDER CLASSES
The two classes of shares offer different services and features, as described
below. Premier Class shares bear lower transfer agency costs (as a percentage of
average net assets), and therefore generate a higher investment return.
Shareholders should choose between the two classes based upon whether they meet
the higher minimum account size for the Premier Class, or whether they desire
the benefits of the additional services and features associated with the Builder
Class.
Minimum Investment. For the Builder Class, the minimum investment to open an
account is $1,000. The minimum for additional investments in an account is $100.
However, these investment minimums do not apply to automatic investment into the
Fund of distributions from the unit investment trusts mentioned below under 'How
to Buy Shares.' The Builder Class is subject to maintenance of a minimum account
balance as described under 'History and Organization of the Fund.'
For the Premier Class, the minimum investment to open an account is $20,000.
The minimum for additional investments is $5,000, except that (1) the $5,000
minimum does not apply to automatic investments into the Fund of distributions
from the unit investment trusts mentioned below under 'How to Buy Shares,' and
(2) the minimum amount under the Automatic Investment Program (see below) is
$1,000. If the balance in a Premier Class shareholder's account falls below
$20,000 as a result of redemptions from the account, the shareholder will be
notified and will have two months within which to bring the account size back to
$20,000. If the shareholder does not do so, the Fund will convert the
shareholder's account from Premier Class to Builder Class shares.
Check Writing. For the Builder Class, shareholders may write checks on their
accounts, with a minimum check size of $500. There is no charge for this
service.
For the Premier Class, shareholders may write checks on their accounts, with a
minimum check size of $5,000. The charge for this service is $5 to activate the
check writing feature, and $1 for each check written on your account.
Exchanges Between Classes. Builder Class shareholders who meet the minimum
account size for the Premier Class are permitted to exchange their Builder Class
shares for Premier Class shares free of charge.
Premier Class shareholders who elect to exchange their shares for Builder
Class shares are charged a fee of $5 for each such exchange.
Exchanges between classes do not result in the recognition of capital gains or
losses for federal income tax purposes.
Automatic Investment Program. Shareholders can arrange to have a preset
amount transferred to the Fund each month from their bank accounts. For the
Builder Class, the minimum transfer is $100. For the Premier Class, the minimum
transfer is $1,000.
Automatic Withdrawal Program (Builder Class only). Builder Class shareholders
who have at least $5,000 in their accounts can elect to have a preset amount
sent to them from their account each month. This feature is not available for
Premier Class accounts.
Direct Deposit of Fund Dividends (Builder Class only). Builder Class
shareholders can elect to have their distributions of net investment income and
capital gains from the Fund automatically deposited into their bank account.
This feature is not available for Premier Class
11
<PAGE>
accounts. To institute this service for your Builder Class account, call
1-800-847-5886 to request the appropriate authorization form.
Historical Account Information. Builder Class shareholders can receive an
additional copy of a past account statement or tax report (Form 1099) free of
charge upon written request. Premier Class accounts are subject to a fee of $5
per request for such information.
Expenses. Each class of shares bears the transfer agency costs associated
with that class of shares. In addition, Premier Class shareholders bear certain
charges for the check writing service, exchanges and historical account
information, as explained above. All expenses of the Fund other than transfer
agency costs are borne by the Fund as a whole and are not allocated separately
to the two classes of shares.
For more information about any of these programs and features, call
1-800-847-5886.
SUMMARY OF FEATURES
<TABLE>
<CAPTION>
Feature Builder Class Premier Class
- --------------------------- --------------------------- ---------------------------
<S> <C> <C>
Goal Convenience Higher Yield
Sales Charge None None
Minimum Initial Investment $1,000 $20,000
Additional Investments $100 minimum $5,000 minimum
Checkwriting No charge $5 initial/$1 per check
$500 minimum check $5,000 minimum check
Class Exchanges Free to Premier $5 to Builder
Auto Investing $100 minimum/month $1,000 minimum/month
Auto Withdrawal No charge Not available
$5,000 minimum balance
Direct Deposit No charge Not available
Historical Account Free $5 per request
Information
Reinvestment from Free Free
Glickenhaus Sponsored
Unit Investment Trusts
</TABLE>
THE FUND'S MANAGEMENT
The Adviser, which was founded in 1961, had approximately $4.5 billion under
investment management as of December 31, 1996, including approximately $388
million of municipal securities. Seth M. Glickenhaus, a general partner of the
Adviser and the President of the Fund, is a controlling person of the Adviser.
The Adviser also acts as the Fund's Distributor. James R. Vaccacio, limited
partner of the Adviser, is responsible for the day-to-day management of the
Fund's portfolio.
12
<PAGE>
Mr. Vaccacio joined the Adviser as Manager of Municipal Trading in 1977 and has
been a limited partner in the Adviser's Municipal Department since 1993. He
assumed responsibility for managing the Fund's portfolio in 1988.
The Administrator, BISYS Fund Services Limited Partnership d/b/a BISYS Fund
Services ('BISYS'), provides administrative services and personnel to the Fund.
HOW THE FUND IS MANAGED
The Trustees of the Fund are responsible under the terms of its Agreement and
Declaration of Trust, which is governed by Massachusetts law, for overseeing the
conduct of the Fund's business.
Under an Investment Advisory Agreement, subject to such policies as the
Trustees may determine, the Adviser furnishes a continuing investment program
for the Fund and makes investment decisions on the Fund's behalf. The Adviser
places orders for the purchase and sale of securities for the Fund. In selecting
broker-dealers, the Adviser may consider research and brokerage services
furnished to the Adviser and its affiliates. Subject to seeking the most
favorable price and execution available, the Adviser may consider sales of
shares of the Fund as a factor in the selection of broker-dealers. The Fund pays
fees to the Adviser at an annual rate of 0.4% of the first $100 million of
average daily net assets and 0.3333% of any excess of such assets over $100
million.
Subject to the control of the Trustees, the Administrator manages the Fund's
other affairs and business. The Administrator is obligated to furnish the Fund
with office space, administrative and certain other services and executive and
other personnel necessary for the operation of the Fund. The Fund pays fees to
the Administrator at an annual rate of 0.2% of the first $100 million of average
daily net assets and 0.14% of any excess of such assets over $100 million. BISYS
Fund Services, Inc., an affiliate of the Administrator, provides the Fund with
certain accounting and related services for which it receives an additional fee
in the monthly amount of $2,500. BISYS Fund Services, Inc. also acts as transfer
and shareholder servicing agent of the Fund and receives additional compensation
from the Fund for its services as such.
Each of the Adviser and the Administrator pays all the compensation of
officers and Trustees of the Fund who are also employees, officers, partners or
directors of such firm or its affiliates.
Expenses. The Fund pays all expenses not assumed by the Adviser and the
Administrator, including, without limitation, auditing, legal, pricing of
portfolio securities, custodial, state blue sky and shareholder reporting
expenses. Because the Fund serves as a vehicle for the reinvestment of
distributions from certain unit investment trusts (see 'How to Buy Shares'
below), the average dollar value of Builder Class shareholder accounts is
smaller than for many other New York tax exempt bond funds. Smaller account size
generally results in higher operating expenses. Builder Class expenses, as a
percentage of Fund assets, are higher than Premier Class expenses.
Expense Limitations. The Investment Advisory Agreement provides that the fee
payable to the Adviser will be reduced to the extent that expenses of the Fund
exceed the annual rate of 1.5% of the Fund's average daily net assets. The
expenses subject to this limitation are exclusive of brokerage, interest, taxes
and deferred organizational and extraordinary expenses. The Adviser has also
agreed on a voluntary basis to limit the total expenses of each class of the
Fund's shares to the annual rate of 1.5% of the class's average daily net
assets. If the Adviser terminates this voluntary agreement, the Fund's
Prospectus will be supplemented.
13
<PAGE>
HOW THE FUND VALUES ITS SHARES
The Fund calculates the net asset value of a share by dividing the total value
of its assets, less liabilities, by the number of shares outstanding. Shares are
valued as of the close of regular trading (normally at 4:00 p.m. Eastern time)
on the New York Stock Exchange each day, Monday through Friday, on which the
Exchange is open and on any other day on which there is sufficient trading in
the Fund's portfolio securities to affect the net asset value of the shares of
the Fund. The Fund may authorize additional computations at other times. The
Fund will not calculate net asset value on certain holidays including New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Tax exempt securities (including New York
Tax Exempt Bonds) are stated on the basis of valuations provided by an
independent pricing service approved by the Trustees, which uses information
with respect to transactions in bonds, quotations from bond dealers, market
transactions in comparable securities and various relationships between
securities in determining value. The Fund believes that reliable transaction
prices are generally not readily available for purposes of valuing its portfolio
securities. As a result, it is likely that most of the valuations provided by
such pricing service will be based upon fair value determined on the basis of
the factors listed above. Non tax-exempt securities for which prices are readily
available are stated at market value (determined on the basis of the last
reported sales price, or a similar means). Short-term investments that will
mature in 60 days or less are stated at amortized cost, which approximates
market value. All other securities and assets are valued at their fair value as
determined in good faith under the direction of the Trustees.
DISTRIBUTIONS AND TAXES
The Fund currently declares all of its net investment income as a distribution
on each day it is open for business. Net investment income consists of interest
accrued on portfolio investments of the Fund, less accrued expenses. Because the
Premier and Builder Classes of shares bear different rates of transfer agency
expenses, the net investment income per share, and the distributions per share,
will be different for the two classes. Normally, the Fund pays distributions of
net investment income monthly. The Fund will distribute at least annually all
net realized capital gains, if any, after applying any available capital loss
carryovers. Federal tax law also requires the Fund to distribute, prior to the
end of each calendar year, virtually all of the Fund's ordinary income for the
calendar year, and virtually all of the capital gain net income the Fund
realizes in the twelve months prior to October 31 of that year and has not
previously distributed, in order to avoid certain excise taxes on certain
undistributed amounts.
You begin earning distributions on the business day after the Fund receives
payment for your shares. It is your responsibility to see that your dealer
forwards payment promptly.
You can choose from three distribution options:
-- To reinvest all distributions in additional Fund shares;
-- To receive distributions from net investment income in cash while
reinvesting capital gains distributions in additional shares; or
-- To receive all distributions in cash.
If you elect to receive distributions in cash, and your checks are (1)
returned and marked as 'undeliverable' or (2) remain uncashed for six months,
your cash election will be changed automatically and your future dividend and
capital
14
<PAGE>
gains distributions will be reinvested in the Fund at the per share net asset
value determined as of the date of payment of the distribution. In addition, any
undeliverable checks or checks that remain uncashed for six months will be
canceled and will be reinvested in the Fund at the per share net asset value
determined as of the date of cancellation.
You can change your distribution option at any time by notifying the
Administrator in writing. If you do not select an option when you open your
account, all distributions will be reinvested. Distributions are reinvested at
net asset value.
The Fund intends to qualify each year as a 'regulated investment company'
under the Internal Revenue Code so that it does not pay federal taxes on income
and capital gains distributed to shareholders. The Fund also intends to meet all
IRS requirements necessary to ensure that it is qualified to pay
'exempt-interest dividends,' which means that the Fund can pass on to
shareholders the federal tax exempt and New York tax exempt status of its
investment income. For federal income tax and New York State and City personal
income tax purposes, your proportionate share of taxable distributions from the
Fund's other net investment income and short-term capital gains, if any, will be
taxable as ordinary income, whether received in cash or additional shares.
Distributions of long-term capital gains are taxable as long-term capital gains
regardless of how long you have held your Fund shares. Distributions by the Fund
are not eligible for the dividends-received deduction for corporations. Income
from certain private activity bonds issued after August 7, 1986 is an item of
tax preference for purposes of the federal alternative minimum tax at the
maximum rate of 28% for individuals and 20% for corporations. If the Fund
invests in such private activity bonds, shareholders may become subject to the
alternative minimum tax on that part of the Fund's distributions which is
derived from interest income on such bonds. However, it is a fundamental policy
of the Fund that distributions from interest income on such bonds, together with
distributions of interest income on investments other than New York Tax Exempt
Bonds, will normally not exceed 10% of the total amount of the Fund's income
distributions.
Interest on all tax exempt bonds is included in corporate 'book income' for
purposes of computing the alternative minimum tax applicable to corporations.
Seventy-five percent of the excess of adjusted current income over the amount of
income otherwise subject to the alternative minimum tax is added to the
corporation's alternative minimum taxable income, potentially giving rise to
alternative minimum tax liability.
All tax exempt bonds issued after August 16, 1986 (September 1, 1986 in the
case of certain bonds) are now subject to certain rules formerly applicable only
to industrial development bonds. If the issuer of bonds issued after such date
fails to observe these rules, the interest on the bonds could become taxable
retroactive to the date the bonds were issued. Also, the tax-exempt nature of
interest on municipal bonds generally could be affected by future changes in
applicable law.
Each year the Fund will send you tax information to help you report the prior
calendar year's distributions on your federal income tax return. Redemptions by
check, dealer or otherwise will be reported on Form 1099-B, as required by
federal law. You should consult your tax adviser about any state or local taxes
that may apply.
HOW THE FUND SHOWS PERFORMANCE
The Fund may furnish data about the investment performance of the Premier and
Builder Classes in advertisements, sales literature and reports to shareholders.
'Total return' represents the annual percentage change in value of $1,000
invested at the net asset value per share
15
<PAGE>
of the relevant class for the one-, five- and ten-year periods and since
inception through the end of the most recent calendar quarter, assuming
reinvestment of all distributions.
The Fund calculates the yield of the Premier and Builder Classes in accordance
with the Securities and Exchange Commission's standardized formula for the
determination of mutual fund yield, under which the net investment income of the
relevant class for a stated 30-day period is shown as a percentage of net asset
value per share of that class at the end of the period. Unlike total return,
yield does not reflect changes in the net asset value of shares of the Fund.
From time to time, the Fund may include the effective yield of the Premier and
Builder Classes as well as current yield (in each case accompanied by its total
return) in information furnished to present or prospective shareholders and in
advertisements. Effective yield assumes that a particular rate of current yield
remains in effect for a full year and that all distributions of net investment
income during the year are reinvested in additional shares of the relevant
class. The Fund may also quote a taxable-equivalent yield for each class, which
is calculated to show what yield an investor who is subject to income tax at a
specified rate would need to realize on a fully taxable investment in order to
achieve the same yield, after taxes, as the yield of the relevant class, after
taxes, for a specified period.
Information about the Fund's performance may also be included in sales
literature relating to certain unit investment trusts sponsored by the Adviser.
This information may include the incremental dollar amount or percentage of
invested principal that a hypothetical investor would receive if the investor
invested a specified amount of principal in a specified series of a unit
investment trust on a specified date, and had his or her distributions from such
series automatically invested in shares of Premier or Builder Classes under
'sweep' arrangements made available by the Distributor, as compared to the
dollar amount or percentage that the investor would receive if such unit
investment trust distributions were paid out to the investor rather than
invested in shares of the Fund.
The total return and current yield of the Premier and Builder Classes may vary
from time to time depending on market conditions, the composition of the Fund's
portfolio and operating expenses. These factors and possible differences in the
methods used in calculating yield should be considered when comparing the
current yield of either class to yields published for other investment companies
and other investment vehicles. Total return and yield should also be considered
relative to changes in the value of the shares of the Premier and Builder
Classes and the risks associated with the Fund's investment objectives and
policies. At any time in the future, total returns and yields may be higher or
lower than past total returns and yields and there can be no assurance that any
historical total return or yield will continue.
HOW TO BUY SHARES
You can buy Fund shares two ways--through a participating dealer or through
BISYS Fund Services. Except as set forth below, the price per share is the net
asset value next determined after BISYS Fund Services receives your order.
Through a participating dealer: Many investment dealers have a sales agreement
with the Distributor and will be glad to accept your order. If you do not have a
dealer, the Distributor can refer you to one.
Through BISYS Fund Services: Complete the enclosed application form and return
it, along with a check payable to The Empire Builder Tax Free Bond Fund, P.O.
Box 182486, Columbus, OH 43218-2486. Shares purchased by check will not be
redeemed until payment for the
16
<PAGE>
shares has been collected, which may take up to fifteen days after purchase.
Shares of the relevant class are sold at the net asset value next determined
after BISYS Fund Services receives your order. If you buy shares through your
investment dealer, the dealer must send and BISYS Fund Services receive your
order before the close of regular trading on the New York Stock Exchange
(normally 4:00 p.m. Eastern time) to receive that day's net asset value. Third
party or foreign checks will not be accepted.
Investors in Empire State Municipal Exempt Trust, Empire Guaranteed Series and
Empire Maximus AMT Series A, which are unit investment trusts sponsored by the
Adviser, may automatically invest distributions from such unit investment trusts
in shares of the Fund. As explained under 'Features of the Premier and Builder
Classes,' these automatic reinvestments are not subject to the Fund's minimum
investment amounts.
In the interest of economy and convenience, certificates for shares are not
issued.
HOW TO SELL SHARES
You can sell your shares to the Fund on any day the New York Stock Exchange is
open, either directly to the Fund (by sending a letter or by check) or through
your investment dealer. The Fund will repurchase only shares for which it has
received payment. Shares purchased by check are not permitted to be redeemed
until payment for the shares has been collected, which may take up to fifteen
days after purchase.
The Fund generally sends you payment for your shares the next business day.
However, if shares are redeemed through an investment dealer, payment is made to
that dealer. When you sell shares, you may realize a capital gain or loss
depending on the difference between what you paid for your shares and what you
received for them.
Under unusual circumstances, the Fund may suspend repurchases or postpone
payment for up to seven days or longer, as permitted by federal securities law.
Directly to the Fund: Send a signed letter of instruction or stock power form
to The Empire Builder Tax Free Bond Fund, P.O. Box 182486, Columbus, OH
43218-2486. Please reference your account number. The price you will receive is
the net asset value for the relevant class next calculated after the Transfer
Agent receives your request. For your protection and to protect shareholder
accounts, the Fund and its Transfer Agent from fraud, if shares to be redeemed
have a value of $25,000 or more, signature guarantees are required to enable the
Transfer Agent to verify the identity of the person who has authorized a
redemption from an account. (See 'Signature Guarantees' below).
The Transfer Agent usually requires additional documentation to sell shares
registered in the name of a corporation, agent or fiduciary, or if you are a
surviving joint owner. Contact the Transfer Agent for details.
By check: Shareholders wishing to sell shares by drawing checks on their
accounts must first complete the signature card (and resolution, if the
shareholder is not an individual) provided with the application contained in
this Prospectus. Upon receiving the properly completed application, card and
resolution, the Transfer Agent will provide you with checks drawn on Huntington
National Bank. These checks may be made payable to the order of any person in
the amount of $500 or more for the Builder Class and $5,000 or more for the
Premier Class. When a check is presented for payment, a sufficient number of
full and fractional shares in your account will be redeemed to cover the amount
of the check.
17
<PAGE>
Shareholders utilizing checks will be subject to Huntington National Bank's
rules governing checking accounts. You should make sure that there are
sufficient shares in your account to cover the amount of any check drawn, since
the net asset value of shares will fluctuate. If insufficient shares are in the
account, the check will be returned marked 'insufficient funds' and no shares
will be redeemed. It is not possible to determine in advance the total value of
an account so as to write a check for the value of the entire account, because
dividends declared on shares held in the account or prior redemptions and
possible changes in net asset value may cause the account to change in amount.
Accordingly, you should not close your account by writing a check. Shareholders
may not maintain an Automatic Withdrawal Program (see page 11) and utilize the
check writing privilege at the same time.
By telephone: You may elect to redeem shares by telephoning a redemption
request to the Transfer Agent. For details, see page 10 of this Prospectus.
Through a participating investment dealer: Your dealer must receive your
request before the close of regular trading on the New York Stock Exchange and
transmit it to the Administrator before 4:00 p.m. Eastern time to receive that
day's price. Your dealer will be responsible for furnishing all necessary
documentation to the Administrator, and may charge for its services.
Other Redemption Information: Requests must include the following
documentation: (a) a letter of instruction, if required, signed by all
registered owners of the shares in the exact names in which they are registered;
(b) any required signature guarantees (see 'Signature Guarantees' below); and
(c) other supporting legal documents, if required, in the case of estates,
trusts, guardianships, custodianships, corporations, pension and profit sharing
plans and other organizations.
Signature Guarantees: To protect shareholder accounts, the Fund and the
Transfer Agent from fraud, signature guarantees are required to enable the Fund
to verify the identity of the person who has authorized a redemption from an
account. Signature guarantees are required for (1) all redemptions of more than
$25,000 (2) all redemptions where the proceeds are to be sent to someone other
than the registered shareowner(s) and the registered address and (3) all
requests to transfer ownership of shares. Signature guarantees may be obtained
from certain eligible financial institutions, including the following: banks,
trust companies, credit unions, securities brokers and dealers, savings and loan
associations and participants in the Securities Transfer Association Medallion
Program ('STAMP'), the Stock Exchange Medallion Program ('SEMP') or the New York
Stock Exchange Medallion Signature Program ('MSP'). Further documentation, such
as copies of corporate resolutions and instruments of authority, may be
requested from corporations, administrators, executors, personal
representatives, trustees or custodians to evidence the authority of the person
or entity making the redemption request. Stock power forms are available from
your investment dealer, the Transfer Agent and many commercial banks.
Shareholders may contact the Fund at 1-800-847-5886 for further details.
18
<PAGE>
HISTORY AND ORGANIZATION OF THE FUND
The Fund was organized as a Massachusetts business trust on September 30,
1983. A copy of the Fund's Amended and Restated Agreement and Declaration of
Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts.
The Fund is a no-load, open-end, non-diversified management investment company
with an unlimited number of authorized shares of beneficial interest which may,
without shareholder approval, be divided into an unlimited number of series or
classes of such shares. Shares of different series or classes can bear different
levels of expenses. The Fund's shares are not presently divided into series. The
Fund's shares are, however, currently divided into two classes, the Premier
Class and the Builder Class. The two classes bear all Fund expenses pro rata
based on the aggregate net asset value of the outstanding shares of the two
classes, except that transfer agency costs are allocated between the two classes
based on the number of shareholder accounts in each class. The other differences
between the classes are described above under 'Features of the Premier and
Builder Classes.'
Each share has one vote, with fractional shares voting proportionally. The
Fund does not hold regular annual shareholders' meetings, although Special
Meetings may be called from time to time. Shares are freely transferable, are
entitled to dividends as declared by the Trustees, and, if the Fund were
liquidated, would receive the net assets of the Fund. The Fund may suspend the
sale of shares at any time and may refuse any order to purchase shares.
If the balance in a shareholder's account is less than an amount set by the
Trustees (currently 20 shares in the Builder Class), the Fund may close the
account involuntarily and send the proceeds to the shareholder. A shareholder
will receive at least 60 days' written notice before an account is closed
(during which time he can avoid termination by increasing his share ownership
above the minimum). The Fund may also redeem shares in an account in excess of
an amount set from time to time by the Trustees. In the event such a maximum
account size is adopted in the future, the Fund's Prospectus will be
supplemented to describe it.
Inquiries should be directed to The Empire Builder Tax Free Bond Fund, P.O.
Box 182486, Columbus, OH 43218-2486.
19
<PAGE>
THE FUND'S TRUSTEES AND OFFICERS
TRUSTEES
SETH M. GLICKENHAUS,
* Chairman of the Board of Trustees
Senior Partner of Glickenhaus & Co.
EDWARD FALKENBERG, Trustee
Vice President and Controller,
Joseph E. Seagram & Sons, Inc.
and Seagram Company Ltd.
EDWARD A. KUCZMARSKI, Trustee
Certified Public Accountant and Partner,
Hays & Company
ELIZABETH B. NEWELL, Trustee
Director, International Preschools
JOHN P. STEINES, Trustee
Professor of Law, New York University
School of Law
OFFICERS
SETH M. GLICKENHAUS
President of the Fund
Senior Partner of
Glickenhaus & Co.
MICHAEL J. LYNCH
Senior Vice President of the Fund
Director, Unit Trust Department
Glickenhaus & Co.
FRANK M. DEUTCHKI
Vice President of the Fund
Regulation and Compliance Officer,
Administration and Regulatory Services
BISYS Fund Services
GEORGETTE L. HORTON
Vice President of the Fund
Director, Client Services
BISYS Fund Services
MICHAEL SAKALA
Treasurer of the Fund
Vice President and Treasurer
BISYS Fund Services
ELLEN STOUTAMIRE
Secretary of the Fund
Vice President, Client Legal Services
BISYS Fund Services
AMY WARD KAUP
Assistant Secretary of the Fund
Associate Manager, Client Legal Services
BISYS Fund Services
ALAINA V. METZ
Assistant Secretary of the Fund
Chief Administrative Officer, Administrative and
Regulatory Services
BISYS Fund Services
BRUCE TREFF
Assistant Secretary of the Fund
Counsel, BISYS Legal Services
BISYS Fund Services
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* Trustee who is an interested person of the Fund as that term is defined in the
Investment Company Act of 1940.
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[LOGO]
Investment Adviser and Distributor
GLICKENHAUS & CO.
6 East 43rd Street
New York, New York 10017
Administrator and Shareholder Servicing Agent
BISYS FUND SERVICES
3435 Stelzer Road
Columbus, OH 43219
Custodian
INVESTORS FIDUCIARY TRUST COMPANY
127 West 10th Street
Kansas City, Missouri 64105
Legal Counsel
ROPES & GRAY
One International Place
Boston, Massachusetts 02110
Independent Accountants
COOPERS & LYBRAND L.L.P.
1301 Avenue of the Americas
New York, New York 10019
CUSTOMER SERVICE
3435 Stelzer Road
Columbus, OH 43219
1-800-847-5886
THE
EMPIRE
BUILDER
TAX
FREE
BOND
FUND
PREMIER CLASS
BUILDER CLASS
PROSPECTUS DATED JULY 1, 1997
[LOGO]
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THE EMPIRE BUILDER TAX FREE BOND FUND
Statement of Additional Information
July 1, 1997
This Statement of Additional Information contains material which may be
of interest to investors but which is not included in the Prospectus of The
Empire Builder Tax Free Bond Fund. This Statement is not a Prospectus and is
authorized for distribution only when it accompanies or follows delivery of the
Prospectus of the Fund dated July 1, 1997, as supplemented from time to time.
This Statement should be read in conjunction with the Prospectus. Investors may
obtain a free copy of the Prospectus from BISYS Funds Services, 3435 Stelzer
Road, Columbus, OH 43219.
Table of Contents
Page
Definitions..............................................................2
Investment Objective and Policies of the Fund............................2
Investment Restrictions of the Fund......................................7
Management of the Fund...................................................9
Determination of Net Asset Value........................................16
Fund Performance........................................................16
Purchase of Shares......................................................18
Investment Programs.....................................................18
Taxes...................................................................19
Automatic Withdrawal Program............................................21
Shareholder Liability...................................................21
Independent Accountants.................................................21
Financial Statements....................................................21
Custodian...............................................................22
Investment Ratings..............................................Appendix A
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DEFINITIONS
The 'Fund' The Empire Builder Tax Free Bond Fund
The 'Adviser' or the 'Distributor' Glickenhaus & Co., the Fund's Adviser
and Principal Underwriter
The 'Administrator' BISYS Fund Services Limited
Partnership d/b/a BISYS Fund Services,
the Fund's
Administrator
The 'Transfer Agent'or "Fund BISYS Fund Services, Inc.
Accounting Agent"
The "SEC" The Securities and Exchange
Commission
INVESTMENT OBJECTIVE AND POLICIES OF THE FUND
The Fund's investment objective and its investment policies are
described in the Prospectus. The investment objective of the Fund is to seek as
high a level of current income exempt from federal income tax and New York State
and City personal income taxes as is believed to be consistent with the
preservation of capital. This Statement contains additional information about
those policies and about certain miscellaneous investment practices in which the
Fund may engage. The Fund is also subject to certain investment restrictions
described below.
New York Tax Exempt Bonds
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As used in this Statement, the term "New York Tax Exempt Bonds" refers
to debt securities the interest from which is, in the opinion of bond counsel,
exempt from federal income tax and New York State and City personal income taxes
(other than the possible incidence of any alternative minimum tax). New York Tax
Exempt Bonds consist primarily of bonds of The State of New York, its political
subdivisions (for example, counties, cities, towns, villages, districts and
authorities) issued to obtain funds for various public purposes, including the
construction of a wide range of public facilities such as airports, bridges,
highways, housing, hospitals, mass transportation, schools, streets and water
and sewer works. Other public purposes for which certain New York Tax Exempt
Bonds may be issued include refunding outstanding obligations, obtaining funds
for general operating expenses, or obtaining funds to lend to public or private
institutions for the construction of facilities such as educational, hospital
and housing facilities. In addition, certain types of industrial development
bonds and private activity bonds have been or may be issued by public
authorities or on behalf of state or local governmental units to finance
privately operated housing facilities, sports facilities, convention or trade
show facilities, airport, mass transit, port or parking facilities, air or water
pollution control facilities and certain local facilities for water supply, gas,
electricity or sewage or solid waste disposal. Other types of industrial
development and private activity bonds are used to finance the construction,
equipment, repair or improvement of privately-operated industrial or commercial
facilities. Industrial development bonds and private activity bonds are included
within the term New York Tax Exempt Bonds if the interest paid thereon is, in
the opinion of bond counsel, exempt from federal income tax and New York State
and City personal income taxes (other than the possible incidence of any
alternative minimum tax). The Fund may invest more than 25% of the value of its
total assets in such bonds, but not more than 25% in bonds backed by
nongovernmental users in any one industry (see "Investment Restrictions of the
Fund"). However, as described in the Prospectus under "Distributions and Taxes,"
the income from certain private activity bonds is an item of tax preference for
purposes of the federal alternative minimum tax, and it is a fundamental policy
of the Fund that
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distributions from interest income on such private activity bonds, together with
distributions of interest income on investments other than New York Tax Exempt
Bonds, will normally not exceed 10% of the total amount of the Fund's income
distributions.
In addition, the term "New York Tax Exempt Bonds" includes debt
obligations issued by other governmental entities (for example, U.S.
territories) if such debt obligations generate interest income which is exempt
from federal income tax and New York State and City personal income taxes (other
than any alternative minimum taxes).
There are, of course, variations in the credit quality of New York Tax
Exempt Bonds, both within a particular classification and between
classifications, depending on numerous factors (see Appendix A).
Yields. The yields on New York Tax Exempt Bonds are dependent on a
variety of factors, including general money market conditions, the financial
condition of the issuer, general conditions of the New York Tax Exempt Bond
market, the size of a particular offering, the maturity of the obligation and
the rating of the issue. The ratings of Moody's and Standard & Poor's represent
their opinions as to the quality of the New York Tax Exempt Bonds which they
undertake to rate. It should be emphasized, however, that ratings are general
and are not absolute standards of quality. Consequently, New York Tax Exempt
Bonds with the same maturity, interest rate and rating may have different yields
while New York Tax Exempt Bonds of the same maturity and interest rates with
different ratings may have the same yield. Subsequent to its purchase by the
Fund, an issue of New York Tax Exempt Bonds or other investment may cease to be
rated or the rating may be reduced below the minimum rating required for
purchase by the Fund. Neither event will require the elimination of an
investment from the Fund's portfolio, but the Adviser will consider such an
event as part of its normal, ongoing review of all the Fund's portfolio
securities.
"Moral Obligation" Bonds. The Fund does not currently intend to
investing so-called "moral obligation" bonds, where repayment is backed by a
moral commitment of an entity other than the issuer, unless the credit of the
issuer itself, without regard to the "moral obligation," meets the investment
criteria established for investments by the Fund.
Additional Risks. Securities in which the Fund may invest, including
New York Tax Exempt Bonds, are subject to the provisions of bankruptcy,
insolvency and other laws affecting the rights and remedies of creditors, such
as the federal Bankruptcy Code, and laws, if any, which may be enacted by
Congress or the New York legislature extending the time for payment of principal
or interest, or both, or imposing other constraints upon enforcement of such
obligations. There is also the possibility that as a result of litigation or
other conditions the power or ability of issuers to meet their obligations for
the payment of interest and principal on their New York Tax Exempt Bonds may be
materially affected or that their obligations may be found to be invalid and
unenforceable.
From time to time, proposals have been introduced before Congress for
the purpose of restricting or eliminating the federal income tax exemption for
interest on debt obligations issued by states and their political subdivisions
and similar proposals may be introduced in the future. If such a proposal were
enacted, the availability of New York Tax Exempt Bonds for investment by the
Fund and the value of the Fund's portfolio could be materially affected, in
which event the Fund would reevaluate its investment objective and policies and
consider changes in the structure of the Fund or dissolution.
Hedging Activities
General Characteristics of Futures Contracts. The Fund may purchase and
sell financial futures contracts and related options in order to hedge against a
change in the values of securities that the Fund owns or expects to purchase.
A futures contract sale generally creates an obligation by the seller
to deliver the type of financial instrument called for in the contract in a
specified delivery month for a stated price. (As described below,
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however, index futures contracts do not require actual delivery of the
securities making up an index.) A futures contract purchase creates an
obligation by the purchaser to take delivery of the underlying financial
instrument in a specified delivery month at a stated price. The specific
instruments delivered or taken, respectively, at settlement date are not
determined until at or near that date. The determination is made in accordance
with the rules of the exchange on which the futures contract sale or purchase
was made. Futures contracts are traded only on commodity exchanges or boards of
trade -- known as "contract markets" -- approved for such trading by the
Commodity Futures Trading Commission, and must be executed through a futures
commission merchant, or brokerage firm, which is a member of the relevant
contract market.
Although most futures contracts by their terms call for actual delivery
or acceptance of commodities or securities, in most cases the contracts are
closed out before the settlement date without the making or taking of delivery.
Closing out a futures contract sale is effected by purchasing a futures contract
for the same aggregate amount of the specific type of financial instrument or
commodity and with the same delivery date. If the price of the initial sale of
the futures contract exceeds the price of the offsetting purchase, the seller is
paid the difference and realizes a gain. Conversely, if the price of the
offsetting purchase exceeds the price of the initial sale, the seller realizes a
loss. Similarly, the closing out of a futures contract purchase is effected by
the purchaser entering into a futures contract sale. If the offsetting sale
price exceeds the purchase price, the purchaser realizes a gain, and if the
purchase price exceeds the offsetting sale price, the purchaser realizes a loss.
When the Fund purchases or sells a futures contract, it is required to deposit
with the Fund's custodian an amount of cash and/or securities. This amount is
known as "initial margin." Initial margin is similar to a performance bond or
good faith deposit that is returned to the Fund upon termination of the
contract, assuming the Fund satisfies its contractual obligations.
Subsequent payments to and from the broker involved in the transaction
occur on a daily basis in a process known as "marking to market." These payments
are called "variation margin" and are made as the value of the futures contract
fluctuates. For example, when the Fund has purchased a futures contract and the
price of the underlying index or security has risen, that position may have
increased in value, in which event the Fund would receive from the broker a
variation margin payment equal to that increase in value. Conversely, when the
Fund has purchased a futures contract and the price of the underlying index or
security has declined, the position may be less valuable, in which event the
Fund would be required to make a variation margin payment to the broker.
When the Fund terminates a position in a futures contract, a final
determination of variation margin is made, additional cash is paid by or to the
Fund, and the Fund realizes a loss or a gain. Such closing transactions involve
additional commission costs.
Index futures contracts and options. An index futures contract is a
contract to buy or sell units of a specified index at a specified future date at
a price agreed upon when the contract is made. Entering into a contract to buy
units of an index is commonly referred to as buying a contract or holding a long
position in the index. Entering into a contract to sell units of an index is
commonly referred to as selling a contract or holding a short position. A unit
is based on the current value of the index. For example, the Municipal Bond
Index futures contract currently traded on the Chicago Board of Trade is based
on The Bond Buyer Municipal Bond Index (the "Index"). The Index is composed of
40 high quality tax-exempt bonds. The Index assigns relative weightings to the
tax-exempt bonds included in the Index, and the Index fluctuates with changes in
the market values of those bonds. The Municipal Bond Index futures contract
trades in units equal to $1,000 times the value of the Index. Unlike futures
contracts relating to a single specific security, which require the actual
delivery of the underlying security at a future date, no delivery of the actual
bonds making up the index will take place under an index futures contract.
Instead, settlement in cash must occur upon the termination of the contract,
with the settlement being based on the difference between the contract price and
the actual level of the Index at the expiration of the contract. For example, if
the Fund enters into a futures contract to buy 50 units of the Index at a
specified future date at a value of 90 and the value of the Index is 95 on that
future date, the Fund will gain $250,000 (50 units times a gain of 5
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times $1000). If the Fund enters into a futures contract to sell 50 units of the
Index at a specified future date at a value of 90 and the value of the Index is
95 on that future date, the Fund will lose $250,000 (50 units times a loss of 5
times $1000).
Options on index futures contracts are similar to options on securities
except that options on index futures contracts give the purchaser the right in
return for the premium paid to assume a position in an index futures contract (a
long position if the option is a call and a short position if the option is a
put), rather than to purchase or sell the specific securities, at the specified
exercise price at any time during the period of the option. Upon exercise of the
option, the delivery of the index futures position by the writer of the option
to the holder of the option will be accompanied by delivery of the accumulated
balance in the writer's futures margin account maintained with respect to the
option, which represents the amount by which the market price of the index
futures contract, at exercise, 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 index futures
contract. If an option is exercised on the last trading day prior to the
expiration date of the option, the settlement will be made on the expiration
date entirely in cash based on the difference between the exercise price of the
option and the closing level of the index on which the futures contracts are
based. Purchasers of options who fail to exercise their options prior to
expiration suffer a loss of the premium paid.
As an alternative to purchasing call and put options on an index
futures contract, the Fund may purchase and sell call and put options on the
underlying indices themselves to the extent that such options are traded on
national securities exchanges. Such options would be used in a manner similar to
the use of options on index futures contracts.
Special Risks of Transactions in Futures Contracts and Related Options
- -- Hedging risks. There are several risks in connection with the use by the Fund
of futures contracts and related options as a hedging device. One risk arises in
connection with the use of index futures contracts and options because of the
imperfect correlation between movements in the prices of the index futures
contracts and movements in the prices of the securities that are the subject of
the hedge. The Adviser will, however, attempt to reduce this risk by purchasing
and selling, to the extent possible, futures contracts and related options on
indices the movements of which are, in its judgment, likely to correlate closely
with movements in the prices of the Fund's portfolio securities sought to be
hedged.
Successful use of index futures contracts and related options by the
Fund for hedging purposes is also subject to the Adviser's ability to predict
correctly movements in the direction of the market. It is possible that, where
the Fund has purchased put options on index futures contracts to hedge its
portfolio against a decline in the market, the index on which the puts are
purchased may advance and the value of securities held in the Fund's portfolio
may decline. If this occurred, the Fund would lose money on the put options and
also experience a decline in value of its portfolio securities. In addition, the
prices of index futures and related options may not correlate perfectly with
movements in the underlying index due to certain market distortions. First, all
participants in the futures market are subject to margin deposit requirements.
Such requirements may cause investors to close futures contracts through
offsetting transactions which could distort the normal relationship between the
index and futures markets. Second, the margin requirements in the futures market
are less onerous than margin requirements in the securities market in general,
and as a result the futures market may attract more speculators than the
securities market does. Increased participation by speculators in the futures
market may also cause temporary price distortions. Due to the possibility of
price distortion, even a correct forecast of general market trends by the
Adviser may still not result in a successful hedging transaction over a short
time period. However, while this could occur to a certain degree, the Adviser
believes that over time the value of the Fund's portfolio will tend to move in
the same direction as the market indices which are intended to correlate with
the price movements of the portfolio securities sought to be hedged.
Compared to the purchase or sale of futures contracts, the purchase of
call or put options on futures contracts involves less potential risk to the
Fund because the maximum amount at risk is the premium paid for the options
(plus transaction costs). However, there may be circumstances when the
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purchase of a call or put option on a futures contract would result in a loss to
the Fund when the purchase or sale of a futures contract would not, such as when
there is no movement in the prices of the underlying securities or index. The
writing of an option on a futures contract involves risks similar to those risks
relating to the sale of futures contracts.
There is no assurance that higher than anticipated trading activity or
other unforeseen events might not, at times, render certain market clearing
facilities inadequate, and thereby result in the institution by exchanges of
special procedures which may interfere with the timely execution of customer
orders.
Liquidity risks. To reduce or eliminate a hedge position held by the
Fund, the Fund may seek to close out a position. The ability to establish and
close out positions will be subject to the maintenance of a liquid secondary
market. There can be no assurance that this market will exist when the Fund
seeks to close a position. Reasons for the absence of a liquid secondary market
on an exchange include the following: (i) there may be insufficient trading
interest in certain contracts or options; (ii) restrictions may be imposed by an
exchange on opening transactions or closing transactions or both; (iii) trading
halts, suspensions or other restrictions may be imposed with respect to
particular classes or series of contracts or options, or underlying securities;
(iv) unusual or unforeseen circumstances may interrupt normal operations on an
exchange; (v) the facilities of an exchange or a clearing corporation may not at
all times be adequate to handle current trading volume; or (vi) one or more
exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of contracts or options (or a particular
class or series of contracts or options), in which event the secondary market on
that exchange (or in the class or series of contracts or options) would cease to
exist, although outstanding contracts or options on the exchange which had been
issued by a clearing corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms.
Miscellaneous Investment Practices
Forward Commitments. New issues of New York Tax Exempt Bonds and other
debt securities are often purchased on a "when issued" or delayed delivery
basis, with delivery and payment for the securities normally taking place 15 to
45 days after the date of the transaction. The payment obligation and the
interest rate that will be received on the securities are each fixed at the time
the buyer enters into the commitment. The Fund may enter into such "forward
commitments" if it holds, and maintains until the settlement date in a
segregated account with the Fund's custodian, cash or high-grade short-term debt
obligations in an amount sufficient to meet the purchase price at all times.
When the time comes to pay for when issued securities, the Fund will meet its
obligations from its then available cash flow, from sale of the securities held
in the segregated account or sale of other securities, or, although it would not
ordinarily expect to do so, from sale of the when issued securities themselves
(which may have a market value greater or less than the Fund's payment
obligation). Forward commitments may be considered securities in themselves.
They involve a risk of loss if the value of the New York Tax Exempt Bond or
other security to be purchased declines prior to the settlement date; and
because such risk is in addition to the risk of decline in value of the Fund's
other assets, forward commitments may involve a form of leveraging. Although the
Fund will generally enter into forward commitments with the intention of
acquiring New York Tax Exempt Bonds or other securities for its portfolio, the
Fund may dispose of a commitment prior to settlement if the Adviser deems it
appropriate to do so. The Fund may realize short-term profits or losses upon the
sale of forward commitments.
Portfolio Turnover. Portfolio transactions will be undertaken
principally to accomplish the Fund's objective in relation to anticipated
movements in the general level of interest rates, but the Fund may also engage
in short-term trading consistent with its objective. The portfolio turnover for
the fiscal years ended February 29, 1996 and February 28, 1997 was 150% and
181%, respectively.
Securities may be sold in anticipation of a market decline (a rise in
interest rates) or purchased in anticipation of a market rise (a decline in
interest rates) and later sold. In addition, a security may be sold and another
purchased at approximately the same time to take advantage of what the Adviser
believes to be
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a temporary disparity in the normal yield relationship between the two
securities. The Adviser believes that, in general, the secondary market for New
York Tax Exempt Bonds is less liquid than that for taxable fixed-income
securities. Accordingly, the ability of the Fund to make purchases and sales of
securities in the foregoing manner may, at any particular time and with respect
to any particular securities, be limited. Yield disparities may occur for
reasons not directly related to the investment quality of particular issues or
the general movement of interest rates, due to such factors as changes in the
overall demand for or supply of various types of New York Tax Exempt Bonds or
changes in the investment objectives of investors.
Repurchase Agreements. The Fund may enter into repurchase agreements
with registered broker/dealers and with U.S. commercial banks with respect to
not more than 10% of the value of its total assets (taken at current value)
except when investing for temporary defensive purposes during times of adverse
market conditions. A repurchase agreement is a contract under which the Fund
would acquire a security for a relatively short period (usually not more than
one week) subject to the obligation of the seller to repurchase and the Fund to
resell such security at a fixed time and price (representing the Fund's cost
plus interest). The seller's obligations are secured by collateral (which is
marked to market on a daily basis) having a market value not less than the value
of the securities purchased by the Fund plus accrued interest. In the event of a
bankruptcy or other default of the seller of a repurchase agreement, the Fund
could experience both delays in liquidating the underlying securities and losses
including (a) possible decline in the value of the collateral during the period
while the Fund seeks to enforce its rights thereto, (b) possible sub-normal
levels of income during this period and (c) expenses of enforcing its rights. If
a repurchase agreement is treated as a securities loan, the Fund will not have
title to the collateral. Although the Fund may enter into repurchase agreements
with respect to any securities which it may acquire consistent with its
investment policies and restrictions, it is the Fund's present intention to
enter into repurchase agreements only with respect to obligations of the U.S.
government or its agencies or instrumentalities.
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Except as described below under "Investment Restrictions of the Fund"
and except for (1) the policy that under normal market conditions at least 90%
of the Fund's income distributions will be exempt from federal income tax and
New York State and City personal income taxes and (2) the policy that Fund
distributions from interest income on "private activity bonds" the income from
which is an item of tax preference for purposes of the federal alternative
minimum tax for individuals, together with distributions of interest income on
investments other than New York Tax Exempt Bonds, will not normally exceed 10%
of the total amount of the Fund's income distributions, the investment policies
described in the Prospectus and in this Statement are not fundamental and the
Trustees may change such policies without an affirmative vote of a "majority of
the outstanding voting securities" of the Fund, as defined below. As a matter of
policy, the Trustees would not change the Fund's investment objective without
such a vote.
INVESTMENT RESTRICTIONS OF THE FUND
As fundamental investment restrictions, which may not be changed
without a vote of a majority of the outstanding voting securities of the Fund,
the Fund will not:
(1) Borrow money in excess of 10% of the value (taken at the
lower of cost or current value) of its total assets (not including the
amount borrowed) at the time the borrowing is made, and then only from
banks as a temporary measure to facilitate the meeting of redemption
requests (not for leverage) which might otherwise require the untimely
disposition of portfolio investments or for extraordinary or emergency
purposes. (Such borrowings will be repaid before any additional
investments are made.)
(2) Pledge, hypothecate, mortgage or otherwise encumber its
assets in excess of 10% of the value of its total assets (taken at the
lower of cost or current value) and then only to secure borrowings
permitted by restriction (1) above. For the purposes of this
restriction, collateral arrangements with respect to margin for
financial futures (including securities index futures)
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contracts, options on such futures contracts and options on securities
indexes are not deemed to be pledges of assets.
(3) Purchase securities on margin, except such short-term
credits as may be necessary for the clearance of purchases and sales of
securities, but it may make margin payments in connection with
financial futures (including securities index futures) contracts,
options on such futures contracts or options on securities indexes.
(4) Make short sales of securities or maintain a short
position for the account of the Fund unless at all times when a short
position is open it owns an equal amount of such securities or owns
securities which, without payment of any further consideration, are
convertible into or exchangeable for securities of the same issue as,
and equal in amount to, the securities sold short.
(5) Underwrite securities issued by other persons except to
the extent that, in connection with the disposition of its portfolio
investments, it may be deemed to be an underwriter under federal
securities laws.
(6) Purchase or sell real estate, although it may purchase
securities which are secured by or represent interests in real estate.
(7) Purchase or sell commodities or commodity contracts,
except financial futures (including securities index futures) contracts
and related options.
(8) Make loans, except by purchase of debt obligations in
which the Fund may invest consistent with its investment policies, and
through repurchase agreements.
(9) Invest in securities of any issuer if, to the knowledge of
the Fund, officers and Trustees of the Fund or officers and directors
of the Adviser who beneficially own more than 1/2 of 1% of the
securities of that issuer together own more than 5%.
(10) Invest in the securities of any issuer if, immediately
after such investment, more than 5% of the value of the total assets of
the Fund taken at current value would be invested in the securities of
such issuer; provided that this limitation does not apply either to
obligations issued or guaranteed as to interest and principal by the
U.S. government or its agencies or instrumentalities or to New York Tax
Exempt Bonds.
(11) Purchase securities restricted as to resale, if, as a
result, such investments would exceed 5% of the value of the Fund's net
assets.
(12) Purchase securities (other than securities of the U.S.
government, its agencies or instrumentalities or New York Tax Exempt
Bonds, except obligations backed only by the assets and revenues of
nongovernmental users) if as a result of such purchases more than 25%
of the value of the Fund's total assets would be invested in any one
industry.
(13) Acquire more than 10% of the voting securities of any
issuer.
(14) Issue any class of securities which is senior to the
Fund's shares of beneficial interest except to the extent that
borrowings permitted by investment restriction (1) are deemed to
involve the issuance of such securities.
(15) Invest in (a) securities which in the opinion of the
Fund's investment adviser at the time of such investment are not
readily marketable, (b) securities the disposition of which is
restricted under federal securities laws (as described in fundamental
restriction 11 above) and (c) repurchase agreements maturing in more
than seven days, if, as a result, more than 10% of the
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Fund's total assets (taken at current value) would be invested in the
aggregate in securities described in (a), (b) and (c) above.
It is contrary to the Fund's present policy, which may be changed
without shareholder approval, to:
(1) Invest in the securities of other investment companies,
except shares of other open-end management investment companies
purchased on a no-load basis or by purchases in the open market
involving only customary brokers' commissions or in connection with a
merger, consolidation or similar transaction. (Under the Investment
Company Act of 1940, the Fund generally may not (a) invest more than
10% of its total assets (taken at current value) in such securities;
(b) own securities of any one investment company having a value in
excess of 5% of the Fund's total assets (taken at current value); or
(c) own more than 3% of the outstanding voting stock of any one
investment company.)
(2) Purchase options or puts, calls, straddles, spreads or
combinations thereof, except that the Fund may buy and sell call and
put options on financial futures (including securities index futures)
contracts and on securities indexes; in connection with the purchase of
fixed-income securities, however, the Fund may acquire attached
warrants or other rights to subscribe for securities of companies
issuing such fixed-income securities or securities of parents or
subsidiaries of such companies. (The Fund's investment policies do not
currently permit it to exercise warrants or rights with respect to
equity securities.)
(3) Invest in securities of any issuer if the party
responsible for payment, together with any predecessor, has been in
operation for less than three years, and, as a result of the
investment, the aggregate of such investments would exceed 5% of the
value of the Fund's total assets; provided, however, that this
restriction shall not apply to any obligation of the United States or
its agencies or for the payment of which is pledged the faith, credit
and taxing power of any person authorized to issue New York Tax Exempt
Bonds.
(4) Buy or sell oil, gas or other mineral leases, rights or
royalty contracts.
-----------------------------
All percentage limitations on investments will apply at the time of the
making of an investment and shall not be considered violated unless an excess or
deficiency occurs or exists immediately after and as a result of such
investment.
As provided in the Investment Company Act of 1940, a "vote of a
majority of the outstanding voting securities" of the Fund means the affirmative
vote of the lesser of (1) more than 50% of the outstanding shares of the Fund or
(2) 67% or more of the shares present at a meeting if more than 50% of the
outstanding shares of the Fund are represented at the meeting in person or by
proxy.
MANAGEMENT OF THE FUND
Trustees and Officers (Age)
Edward A. Falkenberg (56)
800 Third Avenue
New York, New York 10022
Trustee of the Fund; Vice President and Controller, Joseph E. Seagram & Sons,
Inc.; Controller, Seagram Company Ltd.; Trustee, Burke Rehabilitation Hospital
and Milford School.
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Seth M. Glickenhaus* (83)
6 East 43rd Street
New York, New York 10017
Trustee, Chairman of the Board and President of the Fund; Senior Partner of
Glickenhaus & Co.
Edward A. Kuczmarski (47)
477 Madison Avenue, 10th Floor
New York, New York 10022
Trustee of the Fund; Director of Empire Tax Free Money Market, Inc.; Certified
Public Accountant and Partner, Hays & Company.
Elizabeth B. Newell (56)
130 East End Avenue
Apartment 1C
New York, New York 10028
Trustee of the Fund; Director of Empire Tax Free Money Market, Inc.; Trustee,
International Preschools.
John P. Steines (48)
40 Washington Square South
New York, New York 10012
Trustee of the Fund; Director of Empire Tax Free Money Market, Inc.; Professor
of Law, New York University School of Law.
Michael J. Lynch (34)
6 East 43rd Street
New York, New York 10017
Senior Vice President of the Fund; Director, Unit Trust Department, Glickenhaus
& Co.; formerly, Divisional Vice President/Desk Supervisor, Unit Investment
Trust at PaineWebber.
Frank M. Deutchki (43)
3435 Stelzer Road
Columbus, OH 43219
Vice President of the Fund; Regulation and Compliance Officer, Administration
and Regulatory Services, BISYS Fund Services; formerly, Vice President and Audit
Director at Mutual Funds Service Company .
Georgette L. Horton (31)
125 West 55th Street
11th Floor
New York, New York 10019
Vice President of the Fund; Director, BISYS Fund Services; formerly, Assistant
Vice President, Regional Sales for Paine Webber; Portfolio Management Assistant
for Eaton Vance Management.
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Michael Sakala (31)
125 West 55th Street
11th Floor
New York, New York 10019
Treasurer of the Fund; Vice President & Treasurer, BISYS Fund Services;
formerly, head of worldwide Fund Administration at Banque Paribas Luxemburg;
Accounting Manager at Fidelity Investments..
Ellen Stoutamire (48)
3435 Stelzer Road
Columbus, OH 43219
Secretary of the Fund; Vice President of Client Legal Services, BISYS Fund
Services; formerly, Associate Counsel for Franklin Templeton Mutual Funds; Vice
President and General Counsel for Pioneer Western Corporation.
Alaina V. Metz (30)
3435 Stelzer Road
Columbus, OH 43219
Assistant Secretary of the Fund; Chief Administrative Officer, Administration
and Regulatory Services, BISYS Fund Services; formerly, Supervisor of Blue Sky
Department at Alliance Capital Management L.P.
Bruce Treff (30)
3435 Stelzer Road
Columbus, OH 43219
Assistant Secretary of the Fund; Counsel, BISYS Legal Services., BISYS Fund
Services; formerly, Manager, Alliance Capital Management.
Amy Ward Kaup (25)
125 West 55th Street
11th Floor
New York, NY 10019
Assistant Secretary of the Fund; Associate Manager, Client Legal Services;
formerly, Administrative Assistant, Corporate Secretaries, Furman Selz LLC;
Marketing Assistant, Kemper Executive Council; Zurich Kemper Investments.
- ------------
* Trustee who is an "interested person" of the Fund as that term is defined in
the Investment Company Act of 1940.
The Fund's Agreement and Declaration of Trust provides that the Fund
will indemnify its Trustees and officers against liabilities and expenses
incurred in connection with litigation in which they may be involved because of
their offices with the Fund, except if it is determined in the manner specified
in the Agreement and Declaration of Trust that they have not acted in good faith
in the reasonable belief that their actions were in the best interests of the
Fund or that such indemnification would relieve any officer or Trustee of any
liability to the Fund or its shareholders by reason of willful misfeasance, bad
faith, gross
11
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negligence or reckless disregard of his or her duties. The Fund, at its expense,
will provide liability insurance for the benefit of its Trustees and officers.
Each Trustee of the Fund receives an annual fee of $3,000, and an
additional fee of $500 for each Trustees' meeting attended. Trustees who are not
interested persons of the Fund and who serve on committees of the Trustees
receive additional fees for attendance at committee meetings. The Fund paid
$5,500 in Trustees' fees and expenses to each Trustee in the fiscal year ended
February 28, 1997. The aggregate Trustees' fees were $23,750 in the fiscal year
ended February 28, 1997. The Fund provides no pension or retirement benefits to
its Trustees or former Trustees.
Messrs. Deutchki, Glickenhaus, Lynch, Sakala and Treff and Mmes.
Horton, Stoutamire, Metz and Kaup, as partners, officers, employees or
shareholders of the Adviser or the Administrator, will benefit from the fees
paid by the Fund to the Adviser or the Administrator.
Investment Adviser
The Adviser serves as the Fund's investment adviser pursuant to an
Investment Advisory Agreement with the Fund dated as of July 1, 1988. Pursuant
to the Investment Advisory Agreement, the Adviser provides investment research,
advice and supervision to the Fund and is responsible for formulating a
continuous program for investment of the Fund's assets, subject to the general
supervision of the Fund's Trustees. The Adviser places orders for all purchases
and sales of the Fund's portfolio securities. The Adviser also compensates its
own partners and employees who serve as trustees or officers of the Fund.
The Adviser was founded in 1961 by Seth M. Glickenhaus, who is Chairman
of the Board and President of the Fund and a controlling person of the Adviser.
The Adviser managed approximately $4.5 billion of equity and fixed-income
securities as of December 31, 1996, and acts as a securities broker-dealer and
as sponsor of Empire State Municipal Exempt Trust, Empire Guaranteed Services
and Empire Maximus AMT Series A, which are unit investment trusts.
The compensation payable to the Adviser under the Investment Advisory
Agreement is a monthly fee based on the average net asset value of the Fund, as
determined at the close of each business day during the month, at the following
annual rates: 0.4% of the first $100,000,000 of average daily net asset value
and 0.3333% of any excess of average daily net assets over $100,000,000. The
Adviser's compensation under the Investment Advisory Agreement is subject to
reduction to the extent that in any year the Fund's expenses, including the
Adviser's fee, exceed the lesser of (i) 1/2% of the Fund's average annual net
assets or (ii) any expense limitation on investment company expenses imposed by
any statute or regulatory authority of any jurisdiction in which shares of the
Fund are qualified for offer and sale. The term "expenses" is defined in the
statutes or regulations of such jurisdictions, and, generally speaking, excludes
brokerage commissions, taxes, interest and extraordinary expenses.
The Fund pays all expenses not assumed by the Adviser, including,
without limitation, auditing, legal, pricing of portfolio securities, custodial,
shareholder servicing, shareholder reporting, registration and blue sky
expenses.
As indicated under "Portfolio Transactions," the Adviser may place Fund
portfolio transactions with broker/dealers who furnish the Adviser, without cost
to the Adviser, certain research, statistical and quotation services of value to
the Adviser and its affiliates in advising the Fund and other clients. In so
doing, the Adviser may cause the Fund to pay greater brokerage commissions than
it might otherwise pay. See "Portfolio Transactions."
The Investment Advisory Agreement provides that the Adviser shall not
be subject to any liability to the Fund or to any shareholder of the Fund for
any act or omission in the course of or connected with
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rendering services thereunder in the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations and duties on the part
of the Adviser.
The Agreement may be terminated without penalty by vote of the Trustees
or the shareholders of the Fund, or by the Adviser, on not less than 60 days'
written notice. It may be amended only with a vote of the shareholders of the
Fund. The Agreement also terminates without payment of any penalty in the event
of its assignment, as such term is defined in the Investment Company Act of
1940. The Agreement provides that it will continue in effect only so long as
such continuance is approved at least annually by vote of either the Trustees or
the shareholders and, in either case, by a majority of the Trustees who are not
"interested persons" of the Adviser or the Fund cast in person at a meeting
called for such purpose. In each of the foregoing cases, the vote of the
shareholders required is the affirmative vote of a "majority of the outstanding
voting securities" as defined in the Investment Company Act of 1940.
For the fiscal years ended February 28, 1995, February 29, 1996, and
February 28, 1997, the Fund paid the Adviser $419,467, $446,694 and $458,454,
respectively, in fees.
Voluntary Expense Limitation. The Adviser has voluntarily agreed,
during the period commencing July 1, 1988 and until further notice to the Fund,
to limit the total expenses of the Fund to the annual rate of 1 1/2% of the
Fund's average net assets. In the event the Adviser terminates its voluntary
agreement, the Fund's Prospectus will be supplemented.
Portfolio Transactions
Investment Decisions. Investment decisions for the Fund and for the
other investment advisory clients of the Adviser are made with a view to
achieving their respective investment objectives. Investment decisions are the
product of many factors in addition to 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 other clients are selling the security. In some instances, one
client may sell a particular security to another client. It also happens that
two or more clients simultaneously buy or sell the same security, in which event
each day's transactions in such security are, insofar as possible, averaged as
to price and allocated between such clients in a manner which in the opinion of
the Adviser is equitable to each and in accordance with the amount being
purchased or sold by them. There may be circumstances when purchases or sales of
portfolio securities for one or more clients will have an adverse effect on
other clients.
Brokerage and Research Services. It is anticipated that most purchases
and sales of portfolio investments will be with underwriters of or dealers in
New York Tax Exempt Bonds and other tax-exempt securities, acting as principal.
Accordingly, it is not anticipated that the Fund will pay significant brokerage
commissions. There is generally no stated commission in the case of securities
traded in the over-the-counter markets, where most of the Fund's portfolio
transactions will be effected, but the price paid by the Fund usually includes
an undisclosed dealer commission or mark-up. In underwritten offerings, the
price paid by the Fund includes a disclosed, fixed commission or discount
retained by the underwriters or dealer.
The Adviser will place all orders for the purchase and sale of
portfolio securities for the Fund and will buy and sell securities for the Fund
through a substantial number of dealers. In so doing, the Adviser will use its
best efforts to obtain for the Fund the most favorable price and execution
available, except to the extent it may be permitted to pay higher brokerage
commissions as described below. In seeking the most favorable price and
execution, the Adviser, having in mind the Fund's best interests, considers all
factors it deems relevant, including, by way of illustration, price, the size of
the transaction, the nature of the market for the security, the amount of
commission, the timing of the transaction taking into account market prices and
trends, the reputation, experience and financial stability of the dealer
involved and the quality of service rendered by the dealer in other
transactions.
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<PAGE>
It has for many years been a common practice in the investment advisory
business for advisers of investment companies and other institutional investors
to receive research, statistical and quotation services from dealers that
execute portfolio transactions for the clients of such advisers. Consistent with
this practice, the Adviser will receive research, statistical and quotation
services from many dealers with which the Adviser places the Fund's portfolio
transactions. These services, which in some instances may also be purchased for
cash, include such matters as general economic and security market reviews,
industry and company reviews, evaluations of securities and recommendations as
to the purchase and sale of securities. Some of these services are of value to
the Adviser in advising various of its clients (including the Fund), although
not all of these services are necessarily useful and of value in managing the
Fund. The management fee paid by the Fund is not reduced because the Adviser
receives such services.
As permitted by Section 28(e) of the Securities Exchange Act of 1934
and by the Investment Advisory Agreement, the Adviser may cause the Fund to pay
a dealer which provides "brokerage and research services" (as defined in such
Act) to the Adviser an amount of disclosed commission for effecting a securities
transaction for the Fund in excess of the commission which another dealer would
have charged for effecting that transaction. The Adviser's authority to cause
the Fund to pay any such greater commissions is subject to such policies as the
Trustees may adopt from time to time.
Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. and subject to seeking the most favorable price and
execution available and such other policies as the Trustees may determine, the
Adviser may consider sales of shares of the Fund as a factor in the selection of
dealers to execute portfolio transactions for the Fund.
Pursuant to conditions set forth in rules of the SEC, the Fund may
purchase securities from an underwriting syndicate of which the Adviser is a
member (but not from the Adviser itself). Such conditions relate to the price
and amount of the securities purchased, the commission or spread paid, and the
quality of the issuer. The rules further require that such purchases take place
in accordance with procedures adopted and reviewed periodically by the Trustees,
particularly those Trustees who are not "interested persons" of the Fund.
In addition, subject to the provisions of the Investment Company Act of
1940 and to policies of the Trustees adopted from time to time, the Adviser may
also act as agent in connection with the purchase and sale of portfolio
securities which are not effected on a stock exchange. Under such circumstances,
the Adviser would receive and retain a commission from the Fund for its
services.
During the fiscal years ended February 28, 1995, February 29, 1996 and
February 28, 1997, the Fund paid no underwriting commissions in underwritten
transactions.
Administrator, Fund Accounting Agent and Transfer Agent
Pursuant to an Administration Agreement dated as of October16, the
Administrator provides various administrative services and personnel necessary
for the operations of the Fund. For providing such services and personnel, the
Administrator receives a monthly fee, based on the average net asset value of
the Fund, calculated daily, at the following rates: 0.2% of the first
$100,000,000 of the Fund's average net assets and 0.1666% of any excess of Fund
average net assets over $100,000,000. For the fiscal years ended February 28,
1995 and February 29, 1996, and February 28, 1997 respectively, the Fund paid
the Administrator and its predecessor Furman Selz, LLC $209,733, $223,340 and
$228,434 in fees under the Administration Agreement (or a predecessor
agreement).
The Fund Accounting Agent provides the Fund with certain accounting and
related services, pursuant to a Fund Accounting Agreement dated as of October 1,
1996. For its services under the Fund Accounting Agreement, the Fund Accounting
Agent receives from the Fund a monthly fee of $2,500 plus 1/75th of 1% of any
excess over $100,000,000 of the Fund's average daily net assets for the month.
For the fiscal years ended February 28,1995, February 29, 1996 and February 28,
1997, the Fund paid the Fund
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<PAGE>
Accounting Agent and its predecessor Furman Selz, LLC $34,793, $42,295 and
$42,592, respectively, in fees and expenses under the Fund Accounting Agreement
(or a predecessor agreement).
During the fiscal years ended February 28, 1995, February 29, 1996 and
February 28, 1997,the Transfer Agent and its predecessor Furman Selz, LLC
received $160,742, $167,281 and $199,904, respectively, as compensation from the
Fund for serving as the Fund's Transfer Agent. Since April 15, 1996, the Fund's
shares have been divided into two classes: the Premier Class and the Builder
Class. The transfer agency fees associated with each Class are allocated to that
Class. The transfer agency fee is a specified dollar amount per shareholder
account and is the same for each Class. Since the average size of Premier Class
accounts is higher than for Builder Class accounts, the Premier Class bears
lower transfer agency fees as a percentage of the aggregate net assets of the
class.
Principal Underwriter
The Distributor is the principal underwriter of shares of the Fund. The
Distributor is not obligated to sell any specific amount of shares of the Fund
and will purchase shares for resale only against orders for shares.
The Fund pays the cost of typesetting for its prospectuses and the cost
of printing and mailing prospectuses sent to existing shareholders. The
Distributor pays the cost of printing and distributing all other prospectuses.
During the fiscal year ended February 28, 1995, the Distributor
received $22,087 in sales charges on sales of shares of the Fund. Since January
1995, shares of the Fund have been offered on a no-load basis.
DETERMINATION OF NET ASSET VALUE
Net asset value per share of the Fund will be determined once on each
day on which the New York Stock Exchange is open, as of the close of regular
trading on the Exchange (normally 4:00 P.M. Eastern time), and on any other day
on which there is sufficient trading in the Fund's portfolio securities to
affect the net asset value of shares of the Fund, if shares of the Fund are
either sold or repurchased or redeemed on such day, in the following manner: Tax
exempt securities (including New York Tax Exempt Bonds) will be stated on the
basis of valuations provided by an independent pricing service, approved by the
Trustees, which uses information with respect to transactions in bonds,
quotations from bond dealers, market transactions in comparable securities and
various relationships between securities in determining value. At the date of
this Statement, this service is furnished by Muller Data Services Inc. The Fund
believes that reliable market quotations are generally not readily available for
purposes of valuing tax exempt securities. As a result, depending on the
particular tax exempt securities owned by the Fund, it is likely that most of
the valuations for such securities will be based upon fair value determined
under the foregoing procedures, which have been approved by the Trustees. Tax
exempt and non tax exempt securities for which market quotations are readily
available will be stated at market value, which is currently determined using
the last reported sale price, or, if no sales are reported -- as in the case of
most securities traded over-the-counter -- the last reported bid price, except
that U.S. government securities will be stated at the mean between the last
reported bid and asked prices. Short-term notes having remaining maturities of
60 days or less will be stated at amortized cost, which approximates market. All
other securities and other assets will be valued at fair value using methods
approved in good faith by the Trustees. Liabilities will be deducted from the
total, and the resulting amount will be divided by the number of shares
outstanding.
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Generally, trading in certain securities, such as tax exempt
securities, corporate bonds, U.S. government securities and money market
instruments, is substantially completed each day at various times prior to the
close of the New York Stock Exchange. The values of such securities used in
determining the net asset value of the Fund's shares are computed as of such
times. Occasionally, events affecting the value of such securities may occur
between such times and the close of the Exchange which will not be reflected in
the computation of the Fund's net asset value. If events materially affecting
the value of such securities occur during such period, then these securities
will be valued at their fair market value as determined in good faith by the
Trustees.
FUND PERFORMANCE
Total Return. As summarized in the Prospectus, total return is a
measure of the change in value of an investment in a class of shares of the Fund
over the period covered, which assumes that any dividends or capital gains
distributions are automatically reinvested in the shares of the same class
rather than paid to the investor in cash. The formula for total return used by
the Fund includes three steps: (1) adding to the total number of shares of the
relevant class that would have been purchased by a hypothetical investment in
the Fund (assuming the investment is made at the net asset value per share) all
additional shares that would have been purchased if all dividends and
distributions paid or distributed during the period had been automatically
reinvested; (2) calculating the value of the hypothetical initial investment as
of the end of the period by multiplying the total number of shares owned at the
end of the period by the net asset value per share of the relevant class on the
last trading day of the period; and (3) dividing this account value for the
hypothetical investor by the amount of the initial investment and annualizing
the result for periods of less than one year. Total return may be stated with or
without giving effect to any expense limitations in effect for the Fund. Because
of the lower expense ratio of the Premier Class, the Premier Class will
generally have a higher total return than the Builder Class.
Yield. The Fund computes yield for each class by annualizing net
investment income per share for that class for a recent 30-day period and
dividing that amount by the relevant class's net asset value per share (reduced
by any undeclared earned income expected to be paid shortly as a dividend) on
the last trading day of that period. Net investment income will reflect
amortization of any market value premium or discount on fixed income securities
(except for obligations backed by mortgages or other assets). Each class's yield
will vary from time to time depending upon market conditions, the composition of
the Fund's portfolio and operating expenses of the class. These factors,
possible differences in the methods used in calculating yield (in the case of
investment vehicles that are not registered investment companies) and the tax
exempt status of distributions should be considered when comparing the Fund's
yields to yields published for other investment companies and other investment
vehicles. Yields should also be considered relative to changes in the value of
the Fund's shares and to the relative risks associated with the investment
objective and policies of the Fund. Yields may be stated with or without giving
effect to any expense limitations in effect for the Fund. The Fund may also
advertise a tax-equivalent yield for each class, calculated as described above
except that, for any given tax bracket, net investment income will be calculated
using as gross investment income an amount equal to the sum of (i) the
tax-exempt income of the Fund divided by the difference between 1 and the
effective federal, federal and state or federal, state and local income tax rate
for taxpayers in that tax bracket plus (ii) any taxable income of the Fund.
Because of the lower expense ratio of the Premier Class, the Premier Class will
generally have a higher yield than the Builder Class.
Comparisons
From time to time, in advertising and marketing literature, in
connection with communicating its performance to current or prospective
shareholders, the Fund may compare its performance to the performance of various
indexes. The indexes used may include, but are not limited to, Lehman Brothers
Municipal Bond Index, Bloomberg, Bond Buyer 40 and other bond or equity indexes.
Since there are different methods of calculating performance, investors should
consider the effects of the methods used to
16
<PAGE>
calculate performance when comparing performance of the Fund with performance
quoted with respect to other investment companies or types of investments.
The Fund's performance may also be compared to the performance of broad
groups of mutual funds with similar investment goals, as tracked by independent
organizations such as Investment Company Data, Inc., Lipper Analytical Services,
Inc., CDA Investment Technologies, Inc., Morningstar, Inc. and Value Line Mutual
Fund Survey. When these organizations' tracking results are used, the Fund will
be compared to the appropriate fund category, that is, by fund objective and
portfolio holdings.
The Fund may also be compared to funds with similar volatility, as
measured statistically by independent organizations. The statistical measures
known as beta and standard deviation may be used for measuring the Fund's
relative risk. Beta is a measure of the volatility of the value of a Fund share
in relation to the volatility of a market index of securities. The value
assigned to the market index is 1.00. A fund with a beta of 1.20 during a
specified period experienced net asset value fluctuation 20% greater than the
price fluctuation of the index during the same period, and was therefore 1.20
times as volatile as the index. Conversely, a fund with a beta of 0.80 was only
80% as volatile as the index. Standard deviation measures the Fund's short-term
fluctuations in share value independent of the market. A fund with a high
standard deviation fluctuated more in share value than one with a low standard
deviation. Beta and standard deviation are measures of price volatility during a
specified past period, and should not be regarded as predictions of future
volatility.
The Fund may also compare its performance against the U.S. Bureau of
Labor Statistics Consumer Price Index, which is a statistical measure of changes
over time in the prices of goods and services in major U.S. household
expenditure groups.
General. At any time in the future, yields and total return may be
higher or lower than past yields and total return and there can be no assurance
that past results will continue.
Investors in the Fund are specifically advised that share prices,
expressed as the net asset value per share, will vary just as yields will vary.
An investor's focus on the yield of the Fund to the exclusion of the
consideration of the share price of the Fund may result in the investor's
misunderstanding the total return he or she may derive from the Fund.
PURCHASE OF SHARES
The Prospectus contains a general description of how investors may buy
shares of the Fund. This Statement contains additional information which may be
of interest to investors.
The Fund's shares may be purchased from broker/dealers who are members
of the National Association of Securities Dealers, Inc. and have sales
agreements with the Distributor ("Qualified Dealers") in states where shares are
qualified for offer and sale. The price of shares to the investor is the net
asset value for the relevant class of shares next determined after acceptance of
an order by the Transfer Agent. The net asset value of each class is computed
once daily on each day that the New York Stock Exchange is open as of the close
of regular trading (the "closing time") on the Exchange. At the date of this
Statement of Additional Information, the close of regular trading is normally 4
p.m., Eastern time, but this time may be changed. The net asset values so
determined become effective at the New York Stock Exchange closing time. Orders
for shares of the Fund received by Qualified Dealers prior to the New York Stock
Exchange closing time are confirmed by the Transfer Agent at the relevant net
asset value determined as at such closing time, provided the order is received
and accepted by the Transfer Agent prior to its close of business. It is the
responsibility of the dealer to transmit such orders so that they will be
received by the Transfer Agent prior to its close of business at 4:00 p.m.
Eastern time. Orders received by Qualified Dealers subsequent to the New York
Stock Exchange closing time will be confirmed at the relevant net asset value
determined as at the closing time on the next day the New York Stock Exchange is
open. The Distributor will purchase shares from the Fund at net asset value and
sell them to Qualified Dealers.
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INVESTMENT PROGRAMS
Investment Account. When a shareholder makes an initial
investment in the Fund, an open account (hereinafter referred to as an
"Investment Account") will be established for him, her or it on the books of the
Fund by the Administrator.
For the Builder Class, the minimum investment to open an
account is $1,000. The minimum for additional investments in an account is $100.
However, these investment minimums do not apply to automatic investment into the
Fund of distributions from the unit investment trusts described below (see "Unit
Investment Trusts").
For the Premier Class, the minimum investment to open an account is
$20,000. The minimum for additional investments is $5,000, except that (1) the
$5,000 minimum does not apply to automatic investments into the Fund of
distributions from the unit investment trusts described below (see "Unit
Investment Trusts"), and (2) the minimum amount under the Automatic Investment
Program (see below) is $1,000. If the balance in a Premier Class shareholder's
account falls below $20,000 as a result of redemptions from the account, the
shareholder will be notified and will have two months within which to bring the
account size back to $20,000. If the shareholder does not do so, the Fund will
convert the shareholder's account from Premier Class to Builder Class shares.
All purchases by mail will be made at the relevant net asset
value determined as of the close of regular trading on the New York Stock
Exchange on the day of receipt by the Transfer Agent (if such day is a trading
day, or, if not, on the first trading day thereafter). The shares are sold to
the shareholder by the dealer, for whom the Transfer Agent acts as agent.
Purchases other than by mail will be made at the relevant net asset value next
determined after receipt of the order, as described under "Purchase of Shares."
By opening an Investment Account, the shareholder authorizes
the Fund to hold his shares on "deposit" with the Transfer Agent. Shares held in
an Investment Account may be redeemed as described under "Repurchase and
Redemption of Shares." Each time shares are credited to or withdrawn from an
Investment Account (except pursuant to an investment plan, or in connection with
certain automatic investments or reinvestments in the Fund, as described below),
the shareholder receives a statement showing the current transaction, prior
transactions in the account during the calendar year to date and the current
number of shares held therein. When shares are invested pursuant to an
investment plan, the shareholder receives a statement within five business days
following such transaction. Shareholders who have elected to have their
distributions of net interest income from the Fund automatically reinvested in
shares of the Fund, and shareholders of certain unit investment trusts who have
elected to have distributions from such trusts automatically invested in shares
of the Fund (see "Unit Investment Trusts" below), will receive a single
quarterly statement confirming the amount of these automatic investments and
reinvestments in the Fund during the quarter. At the end of each year a complete
annual statement of share transactions is mailed to each shareholder.
Unless otherwise indicated in writing by the shareholder, all
income dividends on the dividend payment date and any distributions of capital
gains on the record date are credited to the Investment Account in additional
shares of the same class on the basis of the closing net asset value for that
class on such respective dates. However, the shareholder may instead elect to
receive distributions of income dividends in cash and capital gain distributions
in additional shares of the same class, reinvested at the relevant net asset
value on the record date, or to receive both dividends and capital gain
distributions in cash. A shareholder may change this distribution option at any
time by written notification to the Transfer Agent. The change will be effective
for the next distribution provided it is received prior to the record date for
that distribution.
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The provisions applicable to Investment Accounts may be amended without
penalty by the Fund on 30 days' prior written notice to the shareholders. An
Investment Account does not assure a profit or offer protection against
depreciation in declining markets.
Automatic Investment Program. Voluntary monthly investments of at least
$100 (Builder Class) or $1,000 (Premier Class) may be made automatically by
pre-authorized withdrawals from your bank checking account. Please call
1-800-847-5886 for more information about how to establish an investment plan.
Reinvestment of Dividends and Distributions. Purchases of shares of
either class may be made by reinvestment of dividends and capital gains
distributions paid by the Fund on shares of that class. These purchases are made
for you by the Fund at net asset value for your class of shares.
Redemption of Shares. Redemption or repurchase of shares is a taxable
event and gain or loss must be recognized. However, to the extent that any
shares are sold at a loss and the proceeds are reinvested in shares of the Fund,
some or all of the loss will not be allowed as a deduction, depending upon the
percentage of the proceeds reinvested.
Unit Investment Trusts. Certificate holders of unit investment trusts
sponsored by the Adviser may arrange to have their distributions from such unit
investment trusts automatically invested in shares of the Fund. Contact the
Adviser for information.
TAXES
The Prospectus describes generally the tax treatment of distributions
by the Fund. This section of the Statement includes additional information
concerning federal income tax and New York personal income taxes.
The Fund has qualified and intends to qualify as a "regulated
investment company" under the Internal Revenue Code (the "Code") and intends to
take all other action required to ensure that no federal income taxes will be
payable by the Fund and that the Fund may pay "exempt-interest dividends." Among
other requirements, this means that at the end of each fiscal quarter, at least
50% of the value of the Fund's total assets must be invested in obligations
exempt from federal income tax. If the Fund meets these requirements, its net
interest income on obligations exempt from federal income tax, when distributed
to shareholders and designated by the Fund as exempt-interest dividends, is
exempt from federal income tax in the hands of the Fund's shareholders. The
Fund's present policy is to designate exempt-interest dividends annually. Under
the Code, interest on indebtedness incurred or continued to purchase or carry
shares of an investment company paying exempt-interest dividends, such as the
Fund, will not be deductible by the investor for federal income tax purposes in
proportion to the percentage that the Fund's distributions exempt from federal
income tax bears to all distributions excluding distributions from long-term
capital gains. Persons who may be "substantial users" (or "related persons" of
substantial users) of facilities financed by industrial development bonds or
private activity bonds should consult their tax advisers before purchasing Fund
shares.
The receipt of exempt-interest dividends may affect the portion, if
any, of an individual Shareholder's Social Security and Railroad Retirement
benefits that will be includable in gross income subject to Federal income tax.
Up to 50% of Social Security and Railroad Retirement benefits may be included in
gross income in cases where the recipient's combined income, consisting of
adjusted gross income (with certain adjustments), tax exempt interest income and
one-half of any Social Security and Railroad Retirement benefits, exceeds a base
amount ($25,000 for a single individual and $32,000 for individuals filing a
joint return) and up to 85% of Social Security and Railroad Retirement benefits
may be included in gross income in cases where the recipient's combined income
(as described above) exceeds a
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higher base amount ($34,000 for a single individual and $44,000 for individuals
filing a joint return). Individual shareholders receiving Social Security or
Railroad Retirement benefits should consult their tax advisers.
Distributions paid from the Fund's other investment income and from
any net realized short-term capital gains will be taxable to shareholders as
ordinary income, whether received in cash or in additional shares. Since none of
the Fund's income will consist of corporate dividends, the dividends-received
deduction for corporations will not be applicable to taxable distributions by
the Fund. Distributions paid from net realized long-term capital gains are
taxable as long-term capital gains for federal income tax purposes, whether
received in cash or shares, regardless of how long a shareholder has held the
shares.
The Fund will be required to withhold and remit to the U.S. Treasury
31% of all dividend income earned by any shareholder account for which an
incorrect or no taxpayer identification number has been provided or where the
Fund is notified that the shareholder has under-reported income in the past (or
the shareholder fails to certify that he is not subject to such withholding). In
addition, the Fund will be required to withhold and remit to the U.S. Treasury
31% of the amount of the proceeds of any redemption of shares from a shareholder
account for which an incorrect or no taxpayer identification number has been
provided.
After the end of each calendar year, shareholders will receive
information as to the tax status of distributions made by the Fund during such
calendar year.
New York law provides that, to the extent distributions by a regulated
investment company are derived from interest on debt obligations issued by the
State of New York or its political subdivisions or certain other governmental
entities (for example, the Commonwealth of Puerto Rico, the United States Virgin
Islands or Guam), the interest on which was excludable from gross income for
purposes of both federal income taxation and New York State or City personal
income taxation (New York Tax Exempt Bonds) and designated as such, such
distributions shall be exempt from New York State and City personal income
taxes. For federal income tax purposes, all Fund distributions other than
exempt-interest dividends will be taxable as ordinary income, except that any
distributions of net long-term capital gains will be taxable to shareholders as
such, whether received in cash or shares and regardless of how long shareholders
have held their shares. For New York State and City personal income tax
purposes, distributions derived from investments other than New York Tax Exempt
Bonds and distributions from any net short-term capital gains will be taxable as
ordinary income, whether paid in cash or reinvested in additional shares. For
New York State and City personal income tax purposes, distributions of net
long-term capital gains will be taxable at the same rate as ordinary income,
whether received in cash or shares through the reinvestment of distributions.
The foregoing relates to federal income taxation and to New York State
and City personal income taxation as in effect as of the date of this Statement.
Distributions from investment income and capital gains, including
exempt-interest dividends, may be subject to New York State franchise taxes and
to the New York City General Corporation Tax if received by a corporation
subject to those taxes, to state taxes in states other than New York and to
local taxes in cities other than New York City. Investors may wish to consult
their own tax advisers regarding the treatment of distributions by the Fund.
The Fund is organized as a Massachusetts business trust. Under current
law, so long as it qualifies as a "regulated investment company" under the Code,
the Fund itself is not liable for any income or franchise tax in The
Commonwealth of Massachusetts.
AUTOMATIC WITHDRAWAL PROGRAM FOR BUILDER CLASS SHARES
An investor who owns or buys Builder Class shares valued at $5,000 or
more at net asset value may open a Withdrawal Plan and have a designated sum of
money paid monthly (or quarterly) to the investor or another person. Shares are
deposited in a Plan account and all distributions are reinvested in additional
Builder Class shares at net asset value (except where the Plan is utilized in
connection with a
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charitable remainder trust). Shares in a Plan account are then redeemed at net
asset value to make each withdrawal payment. Redemptions for the purpose of
withdrawals are made on the first business day of the month at that day's
closing net asset value, and checks are mailed on the second business day of the
month. Payment will be made to any person the investor designates; however, if
the shares are registered in the name of a trustee or other fiduciary, payment
will be made only to the fiduciary, except in the case of a profit-sharing or
pension plan where payment will be made to the designee. As withdrawal payments
may include a return of principal, they cannot be considered a guaranteed
annuity or actual yield of income to the investor. The redemption of shares in
connection with a Withdrawal Plan may result in a gain or loss for tax purposes.
Continued withdrawals in excess of income will reduce and possibly exhaust
vested principal, especially in the event of a market decline. The cost of
administering these Plans for the benefit of those shareholders participating in
them is borne by the Fund as an expense of all Builder Class shareholders. The
Fund or the Distributor may terminate or change the terms of the Withdrawal Plan
at any time. The Withdrawal Plan is fully voluntary and may be terminated by the
shareholder at any time without the imposition by the Fund of any penalty.
Since the Withdrawal Plan may involve invasion of capital, investors
should consider carefully with their own financial advisers whether the Plan and
the specified amounts to be withdrawn are appropriate in their circumstances.
The Fund makes no recommendations or representations in this regard.
The Withdrawal Plan is not available to shareholders who use the Fund's
check writing privilege (which is described in the Prospectus).
SHAREHOLDER LIABILITY
Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund.
However, the Fund's Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Fund and requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into or
executed by the Fund or the Trustees. The Agreement and Declaration of Trust
provides for indemnification out of Fund property for all loss and expense of
any shareholder held personally liable for the obligations of the Fund. Thus,
the risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund would be unable to meet
its obligations.
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P. are the Fund's independent accountants,
providing audit services, tax return preparation services and assistance and
consultation with review of SEC filings.
FINANCIAL STATEMENTS
The financial highlights in the Prospectus for the periods indicated
which have been audited by the Fund's independent accountants, and the audited
financial statements appearing in the most current fiscal year Annual Report to
Shareholders, which is incorporated by reference in this Statement of Additional
Information, have been so included in reliance upon the report of Coopers &
Lybrand L.L.P., given on the authority of said firm as experts in auditing and
accounting. Copies of the Annual Report are available upon request and without
charge.
CUSTODIAN
Investors Fiduciary Trust Company (the "Custodian") serves as custodian
of the Fund's assets. The Custodian's responsibilities include safeguarding and
controlling the Fund's cash and securities, handling the receipt and delivery of
securities and collecting interest and dividends on the Fund's investments. The
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Custodian does not determine the investment policies of the Fund or decide which
securities the Fund will buy or sell.
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APPENDIX A
INVESTMENT RATINGS
Ratings of Tax Exempt Bonds.
The four highest ratings of Moody's for tax exempt securities are Aaa,
Aa, A and Baa. Tax exempt securities rated Aaa are judged to be of the "best
quality." The rating of Aa is assigned to tax exempt securities which are of
"high quality by all standards", but as to which margins of protection or other
elements make long-term risks appear somewhat larger than for Aaa rated tax
exempt securities. The Aaa and Aa rated tax exempt securities comprise what are
generally known as "high grade bonds." Tax exempt securities which are rated A
by Moody's possess many favorable investment attributes and are considered
"upper medium grade obligations." Factors giving security to principal and
interest of A rated tax exempt securities are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future. Tax exempt securities rated Baa are considered as "medium grade"
obligations. 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 tax exempt securities lack outstanding investment
characteristics and in fact have speculative characteristics as well. Those
securities in the A and Baa groups which Moody's believes possess the strongest
investment attributes are designated by the symbols A1 and Baa1. Other A and Baa
securities comprise the balance of their respective groups. These rankings (1)
designate the securities which offer the maximum in security within their
quality group, (2) designate securities which can be bought for possible
upgrading in quality and (3) additionally afford the investor an opportunity to
gauge more precisely the relative attractiveness of offerings in the market
place.
Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade (MIG). This distinction is in
recognition of the differences between short-term credit risk and long-term
risk. Factors affecting the liquidity of the borrower are uppermost in
importance in short-term borrowing, while various factors of the first
importance in bond risk are of lesser importance in the short run. Loans bearing
the MIG 1 designation are of the best quality, enjoying strong protection from
established cash flows of funds for their servicing or from established and
broad-based access to the market for refinancing, or both. Loans bearing the MIG
2 designation are of high quality, with margins of rotection ample although not
so large as in the preceding group.
The four highest ratings of Standard & Poor's for tax exempt securities
are AAA, AA, A and BBB. Tax exempt securities rated AAA bear the highest rating
assigned by Standard & Poor's to a debt obligation and indicate an extremely
strong capacity to pay principal and interest. Tax exempt securities rated AA
also qualify as high-quality debt obligations. Capacity to pay principal and
interest is very strong, and in the majority of instances they differ from AAA
issues only in small degree. Securities rated A have a strong capacity to pay
principal and interest, although they are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions. The BBB
rating, which is the lowest "investment grade" security rating by Standard &
Poor's, indicates an adequate capacity to pay principal and interest. Whereas
they normally exhibit adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity to pay principal and interest for securities in this category than for
securities in the A category.
Ratings of Corporate Obligations.
The Moody's corporate obligations ratings of Aaa, Aa, A and Baa and the
Standard & Poor's corporate obligations ratings of AAA, AA, A and BBB do not
differ materially from those set forth above for tax exempt securities.
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Ratings of Commercial Paper.
The commercial paper ratings of A-1 by Standard & Poor's and Prime-1 by
Moody's are the highest commercial paper ratings of the respective agencies. The
issuer's earnings, quality of long-term debt, management and industry position
are among the factors considered in assigning such ratings.
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