<PAGE> 1
REGISTRATION NO. 33-7788
REGISTRATION NO. 811-4788
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 15 /X/
And/Or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 17
(check appropriate box or boxes)
---------------------------
VLC TRUST
(Exact Name of Registrant as Specified in Charter)
ONE REGENCY PLAZA
PROVIDENCE, RHODE ISLAND 02903
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (401) 421-1411
----------------------------
Margaret D. Farrell, Esq.
Hinckley, Allen & Snyder LLP
1500 Fleet Center
PROVIDENCE, RHODE ISLAND 02903
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering [ ]
It is proposed that this filing will become effective (check appropriate box)
/ / immediately upon filing pursuant to paragraph (b)
/X/ on March 1, 2000 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
/ / This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
1
<PAGE> 2
[Ocean State Tax-Exempt Fund LOGO]
OCEAN STATE TAX-EXEMPT FUND
ONE REGENCY PLAZA
PROVIDENCE, RHODE ISLAND 02903
PROSPECTUS
MARCH 1, 2000
Ocean State Tax-Exempt Fund seeks to provide as high a level of current
income, exempt from Federal income tax and Rhode Island income tax, as is
consistent with preservation of capital.
The Fund is a series of VLC Trust.
This prospectus gives vital information about the Fund. For your own
benefit and protection, please read it before you invest and keep it on hand for
future reference.
For purchase, redemption or account inquiries, contact the Fund's transfer
agent, PFPC, Inc., P.O. Box 8871, Wilmington, DE 19899-8871 at 800-992-2207.
For general inquires and yield information, call 800-300-1116 or
401-421-1411.
LIKE ALL MUTUAL FUND SHARES, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 3
CONTENTS
<TABLE>
<S> <C>
Fund Summary
Principal Investment Objective and Strategy................. 3
Principal Investment Risks................................ 3
Who May Want to Invest.................................... 3
Performance............................................... 4
Your Expenses............................................. 5
Risks of Mutual Funds..................................... 6
Management................................................ 6
How to Purchase and Redeem Shares......................... 6
Financial Highlights........................................ 7
Discussion of Performance................................... 8
The Fund In Detail.......................................... 10
Principal Investment Objective and Strategies............. 10
Principal Investment Risks................................ 10
Net Asset Value........................................... 11
Buying and Selling Shares................................... 12
Opening An Account........................................ 12
Buying Shares............................................. 12
Sales Charges............................................. 13
Reduced Sales Charges..................................... 13
Systematic Investment Plan................................ 14
Distribution Plan......................................... 14
Selling Shares............................................ 14
Automatic Withdrawal Plan................................. 16
Transaction Policies...................................... 16
Management of the Fund...................................... 18
Dividends and Tax Information............................... 18
Application
</TABLE>
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<PAGE> 4
FUND SUMMARY
PRINCIPAL INVESTMENT OBJECTIVE AND STRATEGY
The Fund's investment objective is to seek as high a level of current
income, exempt from Federal and Rhode Island tax, as is consistent with
preservation of capital. The Fund invests at least 80% of assets in municipal
securities rated within the four highest investment grades, whose interest is
exempt from Rhode Island state and Federal income tax. However, a portion of the
Fund's income may be subject to these taxes. The Fund may invest in securities
of any maturity and may adjust the average maturity of the Fund's assets in
response to market conditions.
PRINCIPAL INVESTMENT RISKS
The Fund is subject to a number of risks and, accordingly, you could lose
money on your investment. The principal investment risks are:
- Municipal Market Volatility. Because the Fund invests primarily in Rhode
Island municipal securities, its performance is affected by local, state
and regional factors. Federal and/or Rhode Island tax laws could change
to reduce or eliminate the tax-free nature of the interest on municipal
obligations, which may negatively affect the municipal bond market, the
Fund's value and the availability of investments.
- Interest Rate Changes. When interest rates rise, debt securities
generally fall, which may affect the Fund's value.
- Lack of Diversification. The Fund is considered non-diversified and can
invest a greater portion of its assets in securities of individual
issuers than a diversified fund. As a result, if the Fund invests heavily
in a single issuer, its performance could suffer significantly from
adverse events affecting that issuer.
- Bond Ratings Changes. The Fund could lose money if any bonds it owns are
downgraded in credit rating or go into default. If certain investments
don't perform as the Fund expects, it could underperform its peers or
lose money.
WHO MAY WANT TO INVEST
This Fund may be appropriate for you if you:
- want regular monthly income
- are interested in lowering your income tax burden
- pay Rhode Island income tax
- are in a higher income bracket
This Fund may NOT be appropriate for you if you:
- are seeking an investment for a tax-deferred retirement account
- are investing for maximum return over a long time horizon
- require absolute stability of your principal
- are not subject to a high level of state or federal income tax
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<PAGE> 5
PERFORMANCE
The following information shows how the Fund's total return has varied from
year to year and also shows performance over time (along with a broad-based
market index for reference). This information may help provide an indication of
the risks of an investment in the Fund. The average annual figures reflect sales
charges; the year-by-year and index figures do not, and would be lower if they
did. All figures assume dividend reinvestment. Past performance does not
indicate future results.
YEAR-BY-YEAR TOTAL RETURNS
YEAR TO YEAR TOTAL CHART
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
8.52% 8.89% 7.21% 11.48% -2.84% 12.92% 3.51% 7.21% 4.69% -0.78%
</TABLE>
During the 10-year period shown in the bar chart, the highest return for a
quarter was 4.77% (quarter ending March 31, 1995) and the lowest return for a
quarter was -2.89% (quarter ending March 31, 1994).
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<PAGE> 6
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<CAPTION>
CALENDAR YEAR PERIODS
ENDING DECEMBER 31, 1999 PAST ONE YEAR PAST 5 YEARS PAST 10 YEARS
- ------------------------ ------------- ------------ -------------
<S> <C> <C> <C>
Ocean State Tax-Exempt Fund....................... -4.79% 4.69% 5.62%
Lehman Brothers Municipal Bond Index*............. -2.07% 6.91% 6.90%
</TABLE>
- ---------------
* Lehman Brothers Municipal Bond Index is an unmanaged index that includes
approximately 15,000 municipal bonds and is commonly used as a measure of bond
performance. It does not reflect any sales charges.
YOUR EXPENSES
This table describes the fees and expenses that you may pay if you buy and
hold shares of the Fund. Transaction expenses are charged directly to your
account. Operating expenses are paid from the Fund's assets, and therefore are
paid by shareholders indirectly.
Shareholder Transaction Expenses (fees paid directly from your investments)*
<TABLE>
<S> <C>
Maximum sales charge (load) on purchases (as a percentage of
purchase price)........................................... 4.00%
</TABLE>
Annual Operating Expenses (expenses that are deducted from Fund assets)
<TABLE>
<S> <C>
Management fees............................................. 0.60%
Distribution and service (12b-1) fees....................... 0.05%
Other expenses.............................................. 0.29%
Total annual Fund operating expenses........................ 0.94%
</TABLE>
Example of Expenses
The hypothetical example below shows what your expenses would be if you
invested $10,000 over the time frames indicated, assuming you redeemed your
shares at the end of each time period and that the average annual return was 5%.
The example is for comparison only, and does not represent the Fund's actual
expenses and returns, either past or future.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C>
$491 $688 $904 $1,516
</TABLE>
- ---------------
* There are no charges imposed upon redemption.
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<PAGE> 7
RISKS OF MUTUAL FUNDS
Mutual funds are not bank deposits and are not insured or guaranteed by the
FDIC or any other government agency. Because you could lose money by investing
in these funds, be sure to read all risk disclosure carefully before investing.
MANAGEMENT
The Fund is managed by Van Liew Capital Inc.
HOW TO PURCHASE AND REDEEM SHARES
You may purchase shares of the Fund through sales representatives of Van
Liew Securities Inc., the Fund's distributor, or your dealer. You will pay a
sales charge of up to 4% when you purchase Fund shares. You must initially
invest at least $1,000 in the Fund.
You may redeem Fund shares on any business day. The Fund may close your
account if the balance falls below $500.
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<PAGE> 8
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single Fund share. The total returns in this
table represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Ernst & Young LLP,
independent auditors, whose report, along with the Fund's financial statements,
are included in the Annual Report which is available upon request.
<TABLE>
<CAPTION>
FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
10/31/99 10/31/98 10/31/97 10/31/96 10/31/95
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Year.................. $ 10.71 $ 10.69 $ 10.53 $ 10.59 $ 10.10
Net Investment income............................... .53 .56 .57 .56 .58
Net realized and unrealized gain (loss) on
securities........................................ (.58) .03 .16 (.06) .49
------- ------- ------- ------- -------
Total from Investment Operations................ (.05) .59 .73 .50 1.07
------- ------- ------- ------- -------
Less Distributions:
Dividends from net investment income.............. (.53) (.56) (.57) (.56) (.58)
Distribution from net realized gains.............. (.01) (.01) (.00) (.00) (.00)
------- ------- ------- ------- -------
Total Distributions............................. (.54) (.57) (.57) (.56) (.58)
------- ------- ------- ------- -------
Net Asset Value, End of Year........................ $ 10.12 $ 10.71 $ 10.69 $ 10.53 $ 10.59
======= ======= ======= ======= =======
Total investment return at Net Asset Value(a)... (.66)% 5.46% 6.97% 4.89% 10.89%
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Year (000's omitted)............. $39,954 $43,248 $41,626 $42,456 $43,088
Ratio of expenses to average net assets............. .94% .94% .99% .98% .98%
Ratio of net investment income to average net
assets............................................ 4.91% 5.07% 5.25% 5.31% 5.58%
Portfolio turnover.................................. 13.19% 10.30% 2.27% 13.30% 11.77%
Fund expenses per share............................. .10 .10 .11 .10 .10
Net Investment Income per share..................... .53 .56 .57 .56 .58
Ratio of expenses to average net assets............. .94% .94% .99% .98% .98%
Ratio of net investment income to average net
assets............................................ 4.91% 5.07% 5.25% 5.31% 5.58%
</TABLE>
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(a) Total investment return does not reflect sales load.
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<PAGE> 9
DISCUSSION OF PERFORMANCE
October 31, 1999, was the end of the Fund's thirteenth fiscal year. During
the prior 12 months, the Fund's net asset value (NAV) declined from $10.71 to
$10.12 per share due to rising interest rates. The Fund's dividend distribution
was relatively steady at $0.53 per share, down from $0.56 per share in 1998. The
Fund's emphasis on high coupon pre-refunded "cushion" bonds helped support the
Fund's calendar year total return of (0.78%) compared to the benchmark Lehman
Brothers Municipal Bond Index total return of (2.07%) during the same period.
Last year witnessed the Federal Reserve attempting to slow the economy down
through three successive rate increases. Though these steps helped to allay
inflation fears, they also resulted in a price decline for outstanding bonds.
Despite this volatility, the Fund still met its stated objective to provide as
high a level of current net income, exempt from Rhode Island and federal taxes,
as is consistent with preservation of capital.
At October 31, 1999, the Fund's weighted average maturity was 12.2 years.
Over 67% of the Fund's holdings are rated Aaa/AAA by Moody's or S&P. The expense
ratio remained unchanged at 0.94%.
The following graph compares the performance of the Fund to the performance
of the Lehman Brothers Municipal Bond Index. The graph assumes a $10,000
hypothetical investment at November 1, 1989 through October 31, 1999 with all
distributions reinvested in shares. The Fund information with respect to Class A
Shares reflects the maximum sales charge of 4% and all Fund expenses. The Index
graph line does not reflect any expenses or sales charges. All performance data
represents past performance and should not be considered indicative of future
performance.
-8-
<PAGE> 10
PERFORMANCE COMPARISON
OCEAN STATE TAX EXEMPT FUND VS. LEHMAN BROTHERS MUNICIPAL BOND INDEX
PERFORMANCE COMPARISON GRAPH
[LINE GRAPH]
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
31-Oct-89 31-Oct-90 31-Oct-91 31-Oct-92 31-Oct-93 31-Oct-94 31-Oct-95
Ocean State Tax Exempt Fund $9,598.43 $10,177.00 $11,310.30 $12,241.01 $13,753.13 $13,415.47 $14,876.42
Lehman Municipal Bond Index $10,000.00 $10,742.16 $12,049.23 $13,060.92 $14,898.60 $14,250.70 $16,366.07
<S> <C> <C> <C> <C>
31-Oct-96 31-Oct-97 31-Oct-98 31-Oct-99
Ocean State Tax Exempt Fund $15,603.96 $16,691.08 $17,602.73 $17,485.88
Lehman Municipal Bond Index $17,300.14 $18,770.60 $20,276.76 $19,916.78
</TABLE>
The following table shows the Fund's average annual total returns over the
past 1, 5 and 10 fiscal years. The information reflects the maximum sales charge
of 4%.
<TABLE>
<CAPTION>
FISCAL YEAR PERIODS ENDING
OCTOBER 31, 1999 PAST ONE YEAR PAST 5 YEARS PAST 10 YEARS
- -------------------------- ------------- ------------ -------------
<S> <C> <C> <C>
Ocean State Tax-Exempt Fund....................... -4.66% 4.66% 5.79%
</TABLE>
-9-
<PAGE> 11
THE FUND IN DETAIL
PRINCIPAL INVESTMENT OBJECTIVE AND STRATEGIES
The Fund seeks a high level of current income, consistent with preservation
of capital, that is exempt from Federal and Rhode Island income taxes.
In pursuing its goal, the Fund normally invests at least 80% of its assets
in municipal debt obligations of any maturity of Rhode Island, Guam, Puerto Rico
and the Virgin Islands, the interest on which is also exempt from Rhode Island
State and Federal income taxes. This is a fundamental policy of the Fund which
is subject to change only by shareholder approval. All of these securities must
have credit ratings of BBB or higher (as rated by Standard & Poor's) or Baa or
higher (as rated by Moody's Investors Service) when purchased. The Fund may also
invest in unrated bonds that, in the opinion of the Fund's adviser, are
comparable to rated municipal obligations. If a bond's rating drops below BBB or
Baa, the Fund will sell it unless, in the adviser's opinion, the decline is
temporary and such a sale would not be in the Fund's best interests. The Fund is
non-diversified and may invest more than 5% of assets in securities of a single
issuer.
Management achieves its investment goals through investing in a variety of
general obligation and revenue bonds. The portfolio strives to achieve a high
average coupon to support the yield and hedge against interest rate volatility.
As a result of falling interest rates, higher coupons have been difficult to
maintain in the portfolio. The adviser purchases and sells bonds on the basis of
cash flow, yield, average maturity, duration and perceived credit quality. The
adviser also focuses on enhancing diversity and acquiring bonds of improving
credits. Purchases are intended as long-term investments. Management seeks low
turnover to minimize the generation of taxable capital gains.
The Fund may also invest up to 20% of its assets in industrial development
bonds, taxable short-term obligations, issues the interest on which is not
exempt from Rhode Island income tax and cash. Taxable short-term obligations are
obligations maturing in one year or less.
The Fund may make limited use of certain derivatives (investments whose
value is based on indices or other securities), including municipal bond index
futures, when-issued and delayed delivery purchases, repurchase agreements and
illiquid investments, especially in managing its exposure to interest rate risk.
In abnormal market conditions, the Fund, for defensive purposes, may
temporarily invest up to 100% of assets in taxable investment-grade short-term
securities. In these cases, the Fund might not achieve its goal.
PRINCIPAL INVESTMENT RISKS
The Fund is subject to the following principal investment risks:
- Municipal Market Volatility. Because the Fund invests primarily in Rhode
Island municipal securities its performance is affected by local, state
and regional factors. These may include economic or policy changes,
erosion of the tax base, state legislative changes (especially those
affecting taxes) and the possibility of credit problems. Federal and/or
Rhode Island tax laws could change to reduce or eliminate the tax-free
nature of the interest on municipal
-10-
<PAGE> 12
obligations, which may negatively affect the municipal bond market, the
Fund's value and the availability of investments.
- Interest Rate Changes. When interest rates rise, debt securities
generally fall. Bonds with longer terms are likely to experience a
greater price impact than shorter-term bonds. These changes may affect
the Fund's value.
- Lack of Diversification. The Fund is considered non-diversified and can
invest a greater portion of its assets in securities of individual
issuers than a diversified fund. As a result, if the Fund invests heavily
in a single issuer, its performance could suffer significantly from
adverse events affecting that issuer.
- Bond Ratings Changes. The Fund could lose money if any bonds it owns are
downgraded in credit rating or go into default. If certain sectors or
investments don't perform as the Fund expects, it could underperform its
peers or lose money.
- Year 2000 Problem. Like most mutual funds, the Fund relies on computers
in conducting daily business and processing information. There is a
concern that on January 1, 2000 and after some computer programs will be
unable to recognize the new year and as a consequence computer
malfunctions will occur. The adviser is taking steps that it believes are
reasonably designed to address this potential problem and has obtained
assurances from the Fund's other service providers that they are
addressing the issue. However, the Fund cannot be certain that these
steps will be sufficient to avoid any adverse impact on the Fund or its
shareholders. The Year 2000 concern may also adversely impact issuers of
securities held by the Fund.
To the extent that the Fund invests in securities with additional risks,
those risks could increase volatility or reduce performance:
- Revenue bonds could be downgraded or go into default if revenues from
their underlying facilities decline, causing the Fund to lose money.
- In a down market, certain securities could become harder to value or to
sell at a fair price.
- Certain derivatives could produce disproportionate gains or losses.
NET ASSET VALUE
The net asset value per share (NAV) for the Fund is determined at 4:30
p.m., Eastern Time, on each business day the New York Stock Exchange is open.
The Fund uses market prices in valuing portfolio securities, but may use
fair-value estimates if reliable market prices are unavailable. NAV is
determined by dividing the value of the net assets of the Fund (i.e., assets
less liabilities) by the total number of shares outstanding.
-11-
<PAGE> 13
BUYING AND SELLING SHARES
You may purchase Fund shares through Van Liew Securities Inc. (the
"Distributor") or through any dealer which has a sales agreement with the
Distributor (a "selected dealer"). You may be charged a fee if you purchase
shares of the Fund through a selected dealer.
OPENING AN ACCOUNT
- Read this prospectus carefully.
- Determine how much you want to invest. The minimum initial investment for
the Fund is $1,000.
- Systematic Investment Plan: $250 to open; you must invest at least $100 a
month.
- Complete the appropriate parts of the account application, carefully
following the instructions. If you have questions, please contact your
dealer or call PFPC, Inc. at 1-800-992-2207.
- Complete the appropriate parts of the account privileges application. By
applying for privileges now, you can avoid the delay and inconvenience of
having to file an additional application if you want to add privileges
later.
- Make your initial investment using the table on the next page. You and
your dealer can initiate any purchase, exchange or sale of shares.
BUYING SHARES
The price to buy one share of the Fund is the Fund's NAV plus a sales
charge. Your shares will be bought at the next NAV calculated after your
investment is received in proper form. When you place an order to buy shares,
note the following:
- All of your purchases must be made in U.S. dollars and checks must be
drawn on U.S. banks.
- The minimum initial investment is $1,000.
- Reduced sales charges may apply to your purchase. See "Sales Charges."
There are two ways to make an initial investment:
Through the Distributor:
- Make out a check for the investment amount, payable to "Ocean State
Tax-Exempt Fund".
- Mail the check and your completed application to:
Ocean State Tax-Exempt Fund
PFPC, Inc.
P.O. Box 8871
Wilmington, DE 19899-8871
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<PAGE> 14
Through a Selected Dealer:
- Order shares through your dealer, if it is a selected dealer, and include
a completed application.
To open or add to an account using the Systematic Investment Plan, see
"Systematic Investment Plan."
SALES CHARGES
The following table shows the amount of sales charges you will pay
depending upon the amount of your purchase:
<TABLE>
<CAPTION>
SALES CHARGE AS
SALES CHARGE APPROXIMATE DEALER'S
AS PERCENTAGE PERCENTAGE OF ALLOWANCE
OF PUBLIC AMOUNT OR AGENCY
AMOUNT OF PURCHASE OFFERING PRICE INVESTED COMMISSION
- ------------------ -------------- --------------- ----------
<S> <C> <C> <C>
Less than $25,000............................... 4.00% 4.17% 3.00%
$25,000 but less than $50,000................... 3.75 3.90 3.00
$50,000 but less than $100,000.................. 3.50 3.63 2.75
$100,000 but less than $250,000................. 3.25 3.36 2.75
$250,000 but less than $500,000................. 3.00 3.09 2.50
$500,000 but less than $1,000,000............... 2.50 2.56 2.25
$1,000,000 but less than $2,500,000............. 0.75 0.76 0.50
$2,500,000 and over............................. 0.25 0.25 0.20
</TABLE>
The Distributor may reallow up to the full sales charge to your dealer.
REDUCED SALES CHARGES
Reducing your Sales Charges. There are several ways you can combine
multiple purchases of shares of the Fund to take advantage of the breakpoints in
the sales charge schedule.
- Accumulation Privilege. Lets you add the value of any shares you already
own to the amount of your next investment for purposes of calculating the
sales charge, if the cumulative value of all shares purchased with a
sales charge is equal to at least $25,000.
- Letter of Intent. Lets you purchase shares of the Fund over a 13-month
period and receive the same sales charge as if all shares had been
purchased at once. Shares purchased during the 90 days prior to receipt
of the letter of intent may be included in determining the reduced sales
charge.
- Combination Privilege. Lets you combine shares purchased by your spouse
and minor children for purposes of calculating the sales charge.
-13-
<PAGE> 15
- Net Asset Value Swap. Lets you purchase shares of the Fund with shares
in any other mutual fund that you have held for at least six months, if
the shares have a minimum value of $5,000 and have been redeemed within
the previous 60 days.
- Purchases at Net Asset Value. Trust departments of banks, trust
companies and other financial institutions may buy shares of the Fund
without a sales charge, if the aggregate value of the purchase (including
purchases under a letter of intent) is equal to at least $250,000. In
addition, certain parties related to the Fund, such as its trustees and
directors, officers and employees of the Fund's adviser, distributor and
selected dealers, may buy shares of the Fund without a sales charge.
- Reinstatement Privilege. If you sell shares of the Fund, you may
reinvest some or all of the proceeds in the shares of the Fund within 30
days without a sales charge. This privilege may be exercised only once.
To utilize: Complete the appropriate section of your application or
contact your dealer.
SYSTEMATIC INVESTMENT PLAN
The Systematic Investment Plan lets you set up regular investments to the
Fund from your paycheck or bank account. You determine the frequency and amount
of your investments (with a minimum initial investment of $250 and $100 regular
investments) and you can terminate your program at any time. To establish:
- Call the transfer agent for the Fund at (800) 992-2207 and ask for the
appropriate forms.
DISTRIBUTION PLAN
The Fund has a distribution plan under Rule 12b-1 with respect to the
shares which allows it to pay the expense of printing prospectuses and reports
to shareholders which are sent to nonshareholders. Because these expenses are
paid out of the Fund's assets on an annual basis, over time these expenses will
reduce the Fund's yield.
SELLING SHARES
The price to sell one share of the Fund is the Fund's NAV. Your shares will
be sold at the next NAV calculated after your order is received in proper form.
Certain requests must include a signature guarantee. It is designed to protect
you and the Fund from fraud. You do not have to hold your shares for any minimum
period of time. You may sell your shares by the following methods:
EXPEDITED REDEMPTION METHODS
The Fund provides an expedited redemption method for shares not represented
by certificates and where payment is to be made directly to a bank account. To
use, you must elect the expedited redemption method on the application and
provide bank account information.
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<PAGE> 16
By Mail:
- write a letter of instruction or complete a stock power indicating your
account number, the name(s) in which the account is registered and the
dollar value or number of shares you wish to sell.
- Include all signatures and any additional documents that may be required.
- Mail the materials to:
PFPC, Inc.
Attn: Ocean State Tax-Exempt Fund
P.O. Box 8871
Wilmington, DE 19899-8871
- A check will be mailed (or wired if for more than $1,000 and you so
request) to the bank account predesignated by you.
By Phone:
- Call (800) 992-2207
- A check will be mailed (or wired if for more than $1,000 and you so
request) to the bank account predesignated by you.
- For your protection, your account application will require a signature
guarantee in order to sell shares by this method.
To sell shares through the automatic withdrawal plan, see "Automatic
Withdrawal Plan."
REGULAR REDEMPTION METHOD
For Certificated Shares:
- Complete a stock power and send it with the certificate to:
PFPC, Inc.
Attn: Ocean State Tax-Exempt Fund
P.O. Box 8871
Wilmington, DE 19899-8871
- For your protection, your signature must be guaranteed. YOU WILL NEED TO
OBTAIN YOUR SIGNATURE GUARANTEE FROM A MEMBER OF THE SIGNATURE GUARANTEE
MEDALLION PROGRAM. MOST BROKERS AND SECURITIES DEALERS ARE MEMBERS OF
THIS PROGRAM. A NOTARY PUBLIC CANNOT PROVIDE A SIGNATURE GUARANTEE.
- For your protection, you should mail your certificate and stock power
separately.
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<PAGE> 17
For Non-Certificated Shares:
- Write a letter of instruction and send it to:
PFPC, Inc.
Attn: Ocean State Tax-Exempt Fund
P.O. Box 8871
Wilmington, DE 19899-8871
indicating your account number, the dollar value of shares you wish to
sell and payment instructions
- For your protection, your signature must be guaranteed. YOU WILL NEED TO
OBTAIN YOUR SIGNATURE GUARANTEE FROM A MEMBER OF THE SIGNATURE GUARANTEE
MEDALLION PROGRAM. MOST BROKERS AND SECURITIES DEALERS ARE MEMBERS OF
THIS PROGRAM. A NOTARY PUBLIC CANNOT PROVIDE A SIGNATURE GUARANTEE.
You may need to include additional items with your request if:
- the shares are held by a corporation, a partnership, trustee or executor
- the redemption is requested by someone other than the shareholder of
record.
AUTOMATIC WITHDRAWAL PLAN
This plan may be used for routine bill payments or periodic withdrawals
from your account. To establish:
- Make sure you have at least $5,000 worth of shares in your account.
- Make sure you are not planning to invest more money in this account
(buying shares during a period when you are also selling shares of the
same fund is not advantageous to you, because of sales charges).
- Specify the payee(s). The payee may be yourself or any other party, and
there is no limit to the number of payees you may have, as long as they
are all on the same payment schedule. Each withdrawal must be in an
amount not less than $50.
- Determine the schedule: monthly, quarterly, semi-annually, annually or in
certain selected months.
- Fill out the relevant part of the account application. To add an
automatic withdrawal plan to an existing account, contact your dealer or
PFPC, Inc.
TRANSACTION POLICIES
Buy and sell prices. When you buy shares, you pay the NAV plus any
applicable sales charges, as described earlier. When you sell shares, you
receive the NAV.
-16-
<PAGE> 18
Execution of requests. The Fund is open on those days when the New York
Stock Exchange is open, typically Monday through Friday. Buy and sell requests
are executed at the next NAV to be calculated after your request is received in
proper form by PFPC, Inc.
At the times of unusual activity, it may be difficult to place requests by
phone. During these times, consider sending your request in writing.
In unusual circumstances, the Fund may temporarily suspend the processing
of sell requests, or may postpone payment of proceeds for up to three business
days or longer, as allowed by federal securities laws.
Telephone transactions. For your protection, telephone requests may be
recorded in order to verify their accuracy. Also for your protection, telephone
transactions are not permitted on accounts whose names or addresses have changed
within the past 30 days. Proceeds from telephone transactions can only be mailed
to a predesignated bank account or the address of record.
Certificated shares. Most shares are electronically recorded. If you wish
to have certificates for your shares, please write to PFPC, Inc. Certificated
shares can only be sold by returning the certificates to PFPC, Inc., along with
a letter of instruction or a stock power and a signature guarantee.
Sales in advance of purchase payments. When you place a request to sell
shares for which the purchase money has not yet been collected, the request will
be executed in a timely fashion, but the Fund will not release the proceeds to
you until your purchase payment clears. This may take up to ten business days
after the purchase.
Automatic Redemption. If the balance in your account falls below $500,
your account may be automatically closed by the Fund if you do not cause the
balance to go above $500 within 60 days.
Redemption In Kind. The Fund may, if it is deemed to be in the best
interests of the Fund's shareholders, pay the redemption price for redeeming
shares of the Fund in whole or in part by the distribution of securities held by
the Fund instead of paying the redemption price in cash.
-17-
<PAGE> 19
MANAGEMENT OF THE FUND
The Fund's board of trustees oversees the Fund's business activities and
retains the services of the various firms that carry out the Fund's operations.
Van Liew Capital Inc., One Regency Plaza, Suite One, Providence, Rhode
Island, serves as the adviser to the Fund and supervises the investment program
and the portfolio. Van Liew has been a registered investment adviser in Rhode
Island since 1984 and advises individuals, charities, financial institutions and
pension plans in New England. Joseph J. Healy and Samuel L. Hallowell, Jr. serve
as co-managers of the Fund. Mr. Healy, Vice President of the Fund, has been
employed by the Fund since 1996 and by the Fund's adviser since 1992. Mr.
Hallowell has been a vice president of the Fund since 1986 and the Fund's
adviser since 1992.
Management Fees. The management fees paid to the investment adviser by the
Fund last year are as follows: .60 of 1% for the first $200 million of average
net assets and .50 of 1% of average net assets above $200 million. For the
fiscal year ended October 31, 1999, the Fund paid the adviser $253,910, which is
0.60% of the Fund's average net assets.
DIVIDENDS AND TAX INFORMATION
Dividends and Distributions. The Fund generally declares dividends daily
and pays them monthly. Capital gains, if any, are distributed annually,
typically after the end of the Fund's fiscal year. Most of the Fund's dividends
are income dividends. Your dividends begin accruing the day after payment is
received by the Fund and continue through the day your shares are actually sold.
Dividend reinvestments. Most investors have their dividends and
distributions reinvested in additional shares of the Fund. If you choose this
option, or if you do not indicate any choice, your dividends will be reinvested
on the dividend record date. Alternatively, you can choose to have a check for
your dividends mailed to you. However, if the check is not deliverable, your
dividends will be reinvested.
Taxability of dividends. As long as the Fund meets the requirements for
being a tax-qualified regulated investment company, which the Fund has in the
past and intends to in the future, it pays no federal income tax on the earnings
it distributes to shareholders.
The Fund intends to meet certain federal tax requirements so that
distributions of the tax-exempt interest it earns may be treated as
"exempt-interest dividends." However, any portion of exempt-interest dividends
attributable to interest on private activity bonds may increase certain
shareholders' alternative minimum tax.
The Fund may invest a portion of its assets in securities the income from
which is not exempt from Federal or Rhode Island income tax. Any distributions
which do not qualify as "exempt-interest dividends" may be subject to Federal or
state income tax, whether received in cash or reinvested in additional shares of
the Fund.
-18-
<PAGE> 20
Dividends from a Fund's short-term capital gains are taxable as ordinary
income. Dividends from a Fund's long-term capital gains are taxable at a lower
rate. Whether gains are short-term or long-term depends on the Fund's holding
period.
The Fund intends to comply with certain state tax requirements so that its
income dividends generally will be exempt from Rhode Island state personal
income tax. Dividends paid by the Fund to shareholders who are not Rhode Island
residents may be subject to other state and local taxes.
The tax information that is mailed to you every January details your
dividends and their Federal tax category, although you should verify your tax
liability with your tax professional.
Taxability of transactions. Any time you sell or exchange shares, it is
considered a taxable event for you. Depending on the purchase price and the sale
price of the shares you sell or exchange, you may have a gain or a loss on the
transaction. You are responsible for any tax liabilities generated by your
transactions.
-19-
<PAGE> 21
OCEAN STATE TAX EXEMPT FUND ("THE FUND")
C/O PFPC, INC. ("THE AGENT")
P.O. BOX 8871
WILMINGTON, DELAWARE 19899-8871
A. APPLICATION PLEASE PRINT CLEARLY
- --------------------------------------------------------------------------------
1. ACCOUNT REGISTRATION:
- --------------------------------------------------------------------------------
COMPLETE ONLY THE APPLICABLE SECTIONS WHICH WILL TELL US HOW YOUR ACCOUNT SHOULD
BE REGISTERED.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------
(First Name) (Middle Initial) (Last Name)
----------------------------------------------------------------------
(First Name) (Middle Initial) (Last Name)
(1)Only one Social Security Number is needed for tax reporting.
(2)The account registration will be joint tenants with right of survivorship and not tenants in common unless
tenants in common or community property registrations are requested.
Name of Adult Custodian (Only 1 permitted):
---------------------------------------------------------------------------
(First Name) (Middle Initial) (Last Name)
Name of Minor (Only 1 permitted):
--------------------------------------------------------------------------------
(First Name) (Middle Initial) (Last Name)
Uniform Gifts to Minors Act
---------------------------------------------
(Name of State)
---------------------------------------------------------------------------------------------------------------
(Name of Corporation or Partnership. If a Trust, include the name(s) of Trustees in which account will be
registered and the name and date of the Trust Instrument. Account for a Pension or Profit Sharing Plan or Trust
may be registered in the name of the Plan or Trust itself.)
PLEASE INDICATE TYPE OF ORGANIZATION:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
--- ----------------------
(Fi Soc. Sec. No.(1)
---
(Fi
(1)
(2)
ten
Nam
as Custodian for
---
(Fi
Nam
under the
---
(Fi
--- ----------------------
(Na Minor's Soc. Sec. No.
------------------------------------------------------------------------------
(Na
reg
may
PLE
----------------------
</TABLE>
[ ] Corporation [ ] Partnership [ ] Trust [ ] Other
----------------------------------- (Taxpayer I.D. No.)
Individual
(and)
Joint
Registrant
(if any)(2)
Gifts to
Minors
Corporations
Partnerships
Trusts &
Others
2. ADDRESS:
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
(Street Address)
- ----------------------------------------------------------------
(City) (State)
- ---------------------------------------------------------------------------------------------------------------------------------
(Street Address)
- ----------------------------------------------------------------
(City)
- ---------------------------------------------------------------------------------------------------------------------------------
(Street Address)
- -------------------------------------------------
(City)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
(Street Address)
- ---------------------
(City)
- ---------------------------------------------------------------------------------------------------------------------------------
(Street Address)
( )
- --------------------- ----------
(City) (Zip) Area Code
- ---------------------------------------------------------------------------------------------------------------------------------
(Street Address)
- --------------------- --------------
(City) Daytime Tel.
<S> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
(Street Address)
- ---------------------
(City)
- ---------------------------------------------------------------------------------------------------------------------------------
(Street Address)
- ---------------------
(City)
- ---------------------------------------------------------------------------------------------------------------------------------
(Street Address)
- ---------------------
(City)
</TABLE>
Citizen or resident of: [ ] U.S. [ ] Other
- ------------ Check here [ ] If you are a non-U.S. Citizen or resident and not
subject
to back-up withholding (See
certification in 8 below.)
(specify)
3. AMOUNT OF INVESTMENT:
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
------------------------
MINIMUM INITIAL INVESTMENT $1,000
AMOUNT OF INVESTMENT $ Enclose check payable to: Ocean State Tax Exempt Fund
------------------------
</TABLE>
[ ]Please check here if establishing an Automatic Withdrawal Plan (minimum
investment $5,000) and complete Section 7 of this Application.
4. DIVIDEND AND DISTRIBUTION INSTRUCTIONS: (Dividends and Capital Gains will be
reinvested unless indicated otherwise)
- --------------------------------------------------------------------------------
Dividends are to be: [ ] Reinvested [ ] Paid in cash* Capital Gains
Distributions are to be: [ ] Reinvested [ ] Paid in cash
*For cash dividends, please choose one of the following options:
- ------ Deposit directly into my/our Financial Institution Account. Attached is a
preprinted deposit slip or voided check showing the Financial Institution
Account where I/we would like you to deposit the dividend. (A Financial
Institution is a commercial bank, savings bank or credit union.)
- ------ Mail check to address listed in Step 2.
[ ]
[ ]
[ ]
[ ]
<PAGE> 22
5. RIGHT OF ACCUMULATION/LETTER OF INTENT:
- --------------------------------------------------------------------------------
IF YOU ARE ALREADY A FUND SHAREHOLDER, YOU MAY BE ENTITLED TO A REDUCED SALES
CHARGE UNDER RIGHT OF ACCUMULATION OR LETTER OF INTENT. TO QUALIFY, YOU MUST
COMPLETE THIS SECTION. List all your accounts, including those in your spouse's
name, joint accounts with your spouse, and accounts held for your minor
children. If you need more space, please attach a separate sheet. This account
qualifies for reduced sales charge under:
[ ] RIGHT OF ACCUMULATION: My existing
Fund account numbers are:
- ----------------------------------------
LETTER OF INTENT: [ ] Submitted
with this
application
(complete Section b)
[ ] Previously
submitted for
accounts listed
below:
---------------------------------
6. SYSTEMATIC INVESTMENT PLAN:
- --------------------------------------------------------------------------------
The Systematic Investment Plan, makes possible regularly scheduled purchases of
Fund shares to allow dollar-cost averaging. The Fund's Transfer Agent can
arrange for an amount of money selected by you ($100 minimum) to be deducted
from your checking account and used to purchase shares of the Fund. A $1,000
minimum initial investment is required. This may not be used in conjunction with
the Automatic Withdrawal Plan.
Please debit $
- --------------- from my checking account (named in Section c) on or about the
20th of the month.
$100 Minimum
Depending on the Application receipt date, the Plan may take 10 to 20 days to be
in effect.
[ ] Monthly [ ] Every alternate month
[ ] Quarterly [ ] Other
-------------------------------------------------------
- --------------------------- Start Month.
If you are applying for the Systematic Investment Plan, please attach a deposit
slip or voided check. If you are applying for the Systematic Investment Plan,
you must also complete Section c of this Application.
7. AUTOMATIC WITHDRAWAL PLAN:
- --------------------------------------------------------------------------------
Please establish an Automatic Withdrawal Plan for this account, subject to the
terms of such Plan as set forth below. To realize the amount stated below, the
Agent is authorized to redeem sufficient shares from this account at the then
Net Asset Value, in accordance with the terms below:
Dollar Amount of each withdrawal $
- ---------- beginning
- ---------- Payments to be made: [ ] Monthly or [ ] Quarterly.
(Minimum: $50)
(Month)(Year)
Checks should be made payable to (if check is payable to a bank for your
commercial bank account, indicate bank name, address and your account number):
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------- ---------------------------------------
(First Name) (Middle Initial) (Last Name) (Bank Name and Address)
- ----------------------------------------------------------------------- ---------------------------------------
(Street)
- ----------------------------------------------------------------------- ---------------------------------------
(City) (State) (Zip)
---------------------------------------
(Bank Account Number)
</TABLE>
8. TELEPHONE REDEMPTION:
- --------------------------------------------------------------------------------
When shares are redeemed by telephone or wire, please wire redemption proceeds
of $1,000 or more in federal funds to my (our) commercial bank account which
must be in the same name as this Fund account is registered. (Please attach a
deposit slip or voided check.)
- -------------------------------------------------------
Name of Bank
- -------------------------------------------------------
Street
- ---------------------------
- ---------------------------
Bank a/c no. Bank ABA no.
- -------------------------------------------------------
City State Zip
<PAGE> 23
9. SIGNATURE(S):
- --------------------------------------------------------------------------------
The undersigned warrants that he/she has full authority and is of legal age to
purchase shares of the Fund and has received and read a current Prospectus of
the Fund and agrees to its terms. The undersigned authorizes the Fund and its
agents to act upon the instructions for the features that have been selected
above. The Agent will not be liable for acting upon instructions it believes are
genuine. Under penalties of perjury, the undersigned whose Social Security (Tax
I.D.) Number is shown above certifies (i) that Number is my correct taxpayer
identification number and (ii) currently I am not under IRS notification that I
am subject to backup withholding (line out (ii) if under notification). If no
such Number is shown, the undersigned further certifies, under penalties of
perjury, that either (a) no such Number has been issued, and a Number has been
or will soon be applied for; if a Number is not provided to you within sixty
days, the undersigned understands that all payments (including liquidations) are
subject to 31% withholding under federal tax law, until a Number is provided; or
(b) that the undersigned is not a citizen or resident of the U.S.; and either
does not expect to be in the U.S. for 183 days during each calendar year and
does not conduct a business in the U.S. which would receive any gain from the
Fund, or is exempt under an income tax treaty.
<TABLE>
<S> <C> <C>
- ------------------------------------------ ------------------------------------------ ------------------------
Individual(or Custodian) Joint Registrant, if any Date
- ------------------------------------------ ------------------------------------------ ------------------------
Corporate Officer, Partner, Trustee, etc. Title Date
</TABLE>
10. INVESTMENT DEALER: (IMPORTANT--TO BE COMPLETED BY DEALER):
- --------------------------------------------------------------------------------
- -------------------------------------------------------
Dealer Name
- -------------------------------------------------------
Address
( )
- -------------------------------------------------------
Area Code Telephone
- -------------------------------------------------------
Branch #/Rep. #/Name
- -------------------------------------------------------
Dealer No./Branch Office--City & State
IMPORTANT INFORMATION ABOUT TAXPAYER IDENTIFICATION NUMBERS:
- --------------------------------------------------------------------------------
Because of important changes made to the Internal Revenue Code in 1983, we must
be certain that we have a record of your correct Social Security Number or other
Taxpayer Identification Number. If you have not certified that you have provided
us with the correct number, your account will be subject to special Federal
income tax withholding (called "backup withholding"); the law will then require
us to withhold 31% of each taxable dividend or capital gain distribution paid to
you in cash or reinvested in your account and will require us to withhold 31% of
any liquidation or the amount you exchange to establish a new account. The
amount withheld is paid to the Internal Revenue Service toward the amount of
Federal income taxes you owe. The Fund will not return to you an amount withheld
due to your failure to provide a correct certified number. In addition, you may
be subject to a $50 I.R.S. penalty. Therefore please include your correct Social
Security Number or Taxpayer Identification Number. The appropriate taxpayer
identification number must be inserted on the application in the space provided.
The following sets forth examples of what identification number to list:
<TABLE>
<S> <C>
Type of Account Registration Taxpayer Number to be Used
- --------------------------------------------------------------------------------------------------------------
Individual Account Social Security Number of Applicant
Joint Account Social Security Number of Person Reporting Tax
Custodian Account for a Minor Social Security Number of Minor
Corporation, Partnership, Trust Estate, Pension Trust, Taxpayer Identification Number
Broker, etc.
Nonresident Alien None Required
</TABLE>
<PAGE> 24
B. LETTER OF INTENT SEE TERMS BELOW
- --------------------------------------------------------------------------------
------------------------------
DATE
Gentlemen:
I intend to invest in shares of the Fund during the 13-month period from the
date of my first purchase pursuant to this Letter (which purchase cannot be more
than 90 days prior to this Letter), an aggregate amount (excluding any
reinvestments of dividends or distributions) of at least $25,000 which, together
with my present holdings of Fund shares (at public offering price on date of
this Letter), will equal or exceed the minimum amount checked below:
[ ] $25,000 [ ] $50,000 [ ] $100,000 [ ] $250,000 [ ] $500,000 [
] $1,000,000
Subject to conditions specified below, each purchase will be made at the
public offering price applicable to a single transaction of the dollar amount
checked above.
I am making no commitment to purchase shares, but if my purchases within
thirteen months from the date of my first purchase do not aggregate $25,000, or,
if such purchases added to my present holdings do not aggregate the minimum
amount specified above, I will pay the increased amount of sales charge
prescribed in terms of escrow below. It is understood that 3% of the minimum
dollar amount checked above will be held in escrow in the form of shares
(computed to the nearest full share). These shares will be held subject to the
terms of escrow.
The commission to the dealer, if any, named herein shall be at the rate
applicable to the minimum amount of my specified intended purchases checked
above. If my actual purchases do not reach this minimum amount, the commissions
previously paid to the dealer will be adjusted to the rate applicable to my
total actual purchases. If my total purchases exceed the dollar amount of my
intended purchases and pass the next commission break-point, I shall receive the
lower sales charge, provided that the dealer returns to the Distributor the
excess of commissions previously allowed or paid to him over that which would be
applicable to the amount of my total purchases.
In determining from time to time the total amount of purchases made
hereunder, shares disposed of by the undersigned prior to the termination of
this Letter will be deducted.
My dealer shall refer to this Letter of Intent in placing any future
purchase orders for me while this Letter is in effect.
Terms Accepted
<TABLE>
<S> <C> <C>
- ------------------------------------ ------------------------------------ ------------------------------------
(Dealer) Print name(s) of Investor(s) Print name(s) of Investor(s)
By
------------------------------------ ------------------------------------
(Authorized Signature) Address Address
Date
------------------------------------ ------------------------------------
City City
Accepted:
------------------------------------ ------------------------------------
State and Zip State and Zip
By
------------------------------------ ------------------------------------
Distributor Signature(s) of Investor(s) Signature(s) of Investor(s)
</TABLE>
<TABLE>
<S> <C> <C>
---------------------------
NUMBER OF SHARES TO BE HELD
IN
ESCROW UNDER THIS LETTER OF
INTENT
---------------------------
</TABLE>
---------------------------
Expiration Date of Letter
TERMS OF ESCROW FOR LETTER OF INTENT
- --------------------------------------------------------------------------------
In submitting a Letter of Intent, the investor agrees to be bound by the terms
and conditions applicable to Letters of Intent appearing below.
1. Out of the initial purchase (or subsequent purchase if necessary), 3% of
the dollar amount specified in the Letter of Intent ("Letter") shall be held in
escrow in shares of the Fund by the Agent. All dividends and any capital
distributions on the escrowed shares will be credited to the investor's account.
2. If the total minimum investment specified under the Letter of Intent is
completed with a thirteen-month period, the escrowed shares will be promptly
released to the investor. However, shares disposed of prior to completion of the
purchase requirement under the Letter of Intent will be deducted from the amount
required to complete the investment commitment.
3. If the total purchases pursuant to the Letter of Intent are less than
the amount specified in the Letter as the intended aggregate purchases, the
investor must remit to the Distributor an amount equal to the difference between
the dollar amount of sales charges actually paid and the amount of sales charges
which would have been paid if the total amount purchased had been made at a
single time. If such difference in sales charges is not paid within twenty days
after receipt of a request from the Distributor or the dealer, the Distributor
will, within sixty days after the expiration of the Letter, redeem the number of
escrowed shares necessary to realize such difference in sales charges. Full
shares and any cash proceeds for a fractional share remaining after such
redemption will be released to the investor. The escrow of shares will not be
released until any additional sales charge due has been paid as stated in this
section.
4. By signing the Letter, the investor irrevocably constitutes and appoints
the Agent or the Distributor his attorney to surrender for redemption any or all
escrowed shares on the books of the Fund.
<PAGE> 25
C. SYSTEMATIC INVESTMENT PLAN PROVISIONS/DEPOSITOR'S
AUTHORIZATION TO HONOR DEBITS
- --------------------------------------------------------------------------------
IF YOU SELECTED SYSTEMATIC INVESTMENT YOU MUST ALSO COMPLETE THIS SECTION
I/We authorize the Financial Institution listed below to charge to my/our
account any drafts or debits drawn on my/our account initiated by PFPC, Inc.,
the Agent, and to pay such sums in accordance therewith, provided my/our account
has sufficient funds to cover such drafts or debits. I/We further agree that
your treatment of such orders will be the same as if I/we personally signed or
initiated the drafts or debits.
The undersigned acknowledges that in connection with a Systematic Investment, if
his/her account at the Financial Institution has insufficient funds, the Fund
and its agents may cancel the purchase transaction and are authorized to
liquidate other shares or fractions thereof held in his/her Fund account to make
up any deficiency resulting from any decline in the net asset value of shares so
purchased and any dividends paid on those shares. The undersigned authorizes the
Fund and its agents to correct any transfer error by a debit or credit to
his/her Financial Institution account and/or Fund account and to charge the
account for any related charges.
I/We understand that this authority will remain in effect until you received
my/our written instructions to cancel this service. I/We also agree that if any
such drafts or debits are dishonored, for any reason, you shall have no
liabilities.
Financial Institution Account Number
<TABLE>
<S> <C>
Name and Address Name of Financial Institution
where my/our account Street Address
is maintained City ---------------------------------------------------
State --------- Zip
</TABLE>
<TABLE>
<S> <C> <C>
Name(s) and Signature(s)
of Depositor(s) as they ------------------------------------------------------------
appear where account (Please Print)
is registered
X
------------------------------------------------------------ ------------------
(Signature) (Date)
------------------------------------------------------------
(Please Print)
X
------------------------------------------------------------ ------------------
(Signature) (Date)
</TABLE>
INDEMNIFICATION AGREEMENT
To: Financial Institution Named Above
So that you may comply with your depositor's request, the Agent agrees:
1. Electronic Funds Transfer debit and credit items transmitted pursuant to the
above authorization shall be subject to the provisions of the Operating Rules
of the National Automated Clearing House Association.
2. To indemnify and hold you harmless from any loss you may suffer in connection
with the execution and issuance of any electronic debit in the normal course
of business initiated by the Agent (except any loss due to your payment of
any amount drawn against insufficient or uncollected funds), provided that
you promptly notify us in writing of any claim against you with respect to
the same, and further provided that you will not settle or pay or agree to
settle or pay any such claim without the written permission of the
Distributor.
3. To indemnify you for any loss including your reasonable costs and expenses in
the event that you dishonor, with or without cause, any such electronic
debit.
<PAGE> 26
D. AUTOMATIC WITHDRAWAL PLAN PROVISIONS
- --------------------------------------------------------------------------------
By requesting an Automatic Withdrawal Plan, the applicant agrees to the terms
and conditions applicable to such plans, as stated below.
1. The Agent will administer the Automatic Withdrawal Plan (the "Plan") as
agent for the person (the "Planholder") who executed the Plan authorization.
2. Certificates will not be issued for shares of the Fund purchased for
and held under the Plan, but the Agent will credit all such shares to the
Planholder on the records of the Fund. Any certificates now held by the
Planholder may be surrendered unendorsed to the Agent with the application so
that the shares represented by the certificates may be held under the Plan.
3. Dividends and distributions will be reinvested in shares of the Fund at
Net Asset Value without a sales charge.
4. Redemptions of shares in connection with disbursement payments will be
made at the Net Asset Value per share in effect at the close of business on the
last business day of the month or quarter.
5. The amount and the interval of disbursement payments and the address to
which checks are to be mailed may be changed, at any time, by the Planholder on
written notification to the Agent. The Planholder should allow at least two
week's time in mailing such notification before the requested change can be put
into effect.
6. The Planholder may, at any time, instruct the Agent by written notice
(in proper form in accordance with the requirements of the then current
prospectus of the Fund) to redeem all, or any part of, the shares held under the
Plan. In such case the Agent will redeem the number of shares requested at the
Net Asset Value per share in effect in accordance with the Fund's usual
redemption procedures and will mail a check for the proceeds of such redemption
to the Planholder.
7. The Plan may, at any time, be terminated by the Planholder on written
notice to the Agent, or by the Agent upon receiving directions to that effect
from the Fund. The Agent will also terminate the Plan upon receipt of evidence
satisfactory to it of the death or legal incapacity of the Planholder. Upon
termination of the Plan by the Agent or the Fund, shares remaining unredeemed
will be held in an uncertificated account in the name of the Planholder, and the
account will continue as a dividend-reinvestment, uncertificated account unless
and until proper instructions are received from the Planholder, his executor or
guardian, or as otherwise appropriate.
8. The Agent shall incur no liability to the Planholder for any action
taken or omitted by the Agent in good faith.
9. In the event that the Agent shall cease to act as transfer agent for
the Fund, the Planholder will be deemed to have appointed any successor transfer
agent to act as his agent in administering the Plan.
10. Purchases of additional shares concurrently with withdrawals are
undesirable because of sales charges when purchases are made. Accordingly, a
Planholder may not maintain this Plan while simultaneously making regular
purchases. While an occasional lump sum investment may be made, such investment
should normally be an amount equivalent to three times the annual withdrawal or
$5,000, whichever is less.
<PAGE> 27
DISTRIBUTOR
Van Liew Securities Inc.
One Regency Plaza, Suite One
Providence, Rhode Island 02903
TRANSFER AGENT
PFPC, Inc.
P.O. Box 8871
Wilmington, DE 19899-8871
INVESTMENT ADVISER
Van Liew Capital Inc.
One Regency Plaza, Suite One
Providence, Rhode Island 02903
CUSTODIAN
PFPC Trust Company
Airport Business Center
200 Stevens Drive, Suite 440
Lester, PA 19113
INDEPENDENT AUDITORS
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116
COUNSEL
Hinckley, Allen & Snyder LLP
1500 Fleet Center
Providence, Rhode Island 02903
[Ocean State Tax-Exempt Fund LOGO]
FOR MORE INFORMATION, PLEASE CONSULT:
ANNUAL/SEMIANNUAL REPORT TO SHAREHOLDERS
Includes financial statements, detailed performance information, portfolio
holdings, a statement from portfolio management and the independent auditor's
report (for the annual statement only).
STATEMENT OF ADDITIONAL INFORMATION (SAI)
Contains more detailed information on all aspects of the Fund. The current
annual/semiannual report is included in the SAI, has been filed with the
Securities and Exchange Commission and is incorporated by reference (is legally
a part of this prospectus).
To request a free copy of the current annual/semiannual report or SAI, or
for information on buying or selling shares, please write or call:
Van Liew Securities Inc.
Attn: Ocean State Tax-Exempt Fund
One Regency Plaza, Suite One
Providence, Rhode Island 02903
1-800-300-1116 or 401-421-1411
For purchase, redemption or account inquiries, contact the Fund's transfer
agent, PFPC, Inc., P.O. Box 8871, Wilmington, DE 19899-8871.
For shareholder and other inquiries about the Fund, please call:
1-800-300-1116 or 401-421-1411.
You can review and copy information about the Fund (including the SAI) at
the Securities and Exchange Commission's Public Reference Room in Washington,
D. C. Information on the operation of the Public Reference Room may be obtained
by calling the Commission at 1-202-942-8090. You may also write the Public
Reference Section of the Commission, Washington, D. C. 20459 and request copies
of the Fund's information for a fee. You may also obtain reports and other
information about the Fund by calling the Commission at 1-800-SEC-0330 or
accessing the Commission's web site at http://www.sec.gov. Copies of this
information may also be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: [email protected].
SEC #811-4788
<PAGE> 28
STATEMENT OF ADDITIONAL INFORMATION
OCEAN STATE TAX-EXEMPT FUND
ONE REGENCY PLAZA
PROVIDENCE, RHODE ISLAND 02903
401-421-1411
1-800-300-1116
MARCH 1, 2000
This Statement of Additional Information ("Additional Statement") is
not a Prospectus. This Additional Statement should be read in conjunction with
the Prospectus dated March 1, 2000 of Ocean State Tax-Exempt Fund (the "Fund"),
which may be obtained by written request to the Fund's transfer agent, PFPC,
Inc. by writing to the transfer agent at: P.O. Box 8871, Wilmington, Delaware
19899-8871, or by calling it at the following number:
Toll free 1-800-992-2207
or by written request to Van Liew Securities Inc., the Fund's Distributor, One
Regency Plaza, Providence, Rhode Island 02903.
TABLE OF CONTENTS
Description of the Fund and its Investments and Risks........................ 2
Yield Information ........................................................... 13
Limitation of Redemptions in Kind............................................ 14
Trustees and Officers........................................................ 15
Investment Advisory and Other Services....................................... 20
Distribution Arrangements ................................................... 21
Brokerage Allocation and Other Practices..................................... 23
Computation of Net Asset Value............................................... 23
Tax Information.............................................................. 25
Fund History................................................................. 28
Financial Statements......................................................... 29
Appendix A................................................................... 31
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DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS
The principal investment objective, strategies, risks and policies of
the Fund are described in the Prospectus, which refers to the matters described
below.
INVESTMENT OF THE FUND'S ASSETS
In seeking its objective of providing as high a level of current income
which is exempt from both Rhode Island and Federal income taxes as is consistent
with the preservation of capital, the Fund will invest primarily in Rhode Island
Obligations (as defined below). There is no assurance that the Fund will achieve
this objective. However, this objective is a fundamental policy of the Fund
which may not be changed without the approval of the holders of a majority (as
defined in the Investment Company Act of 1940 (the "1940 Act")) of the Fund's
outstanding shares. Subject to the limitations set forth below, the Fund may
also invest in Taxable Short-Term Obligations (see below), in Municipal Bond
Index Futures (see below) for protective (hedging) purposes and in Non-Rhode
Island Obligations (see below) for temporary defensive purposes.
As used in the Prospectus and this Additional Statement, the term
"Rhode Island Obligations" means obligations, including those of non-Rhode
Island issuers of any maturity which pay interest exempt, in the opinion of bond
counsel, from Rhode Island State and Federal income taxes. (The non-Rhode Island
issuers the interest on which is so exempt under present law, in the opinion of
counsel, are Guam, Puerto Rico and the Virgin Islands.) The Rhode Island
Obligations which the Fund will purchase must, at the time of purchase, either
(i) be rated within the four highest grades assigned by Moody's Investors
Service, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P"); or (ii) if
unrated, be judged by Van Liew Capital Inc. (the "Adviser") to be of comparable
quality to municipal obligations so rated. Municipal Obligations rated in the
fourth highest grade are considered by such rating agencies to be of medium
quality and have speculative characteristics and thus may present investment
risks not present in more highly rated obligations. For example, the prices of
such bonds tend to be more sensitive to economic changes and other circumstances
than higher-rated investments which are affected primarily by interest rate
changes since adverse economic conditions are more likely to adversely affect
the issuer's capacity to meet its payment obligations. It is the policy of the
Fund to dispose of an Obligation held by the Fund if its rating drops below the
fourth highest grade, unless the Adviser determines that the decline in rating
is temporary and immediate disposition of the bond would not be in the best
interests of the Fund. See Appendix A to this Additional Statement for further
information as to these ratings.
The Fund may purchase industrial development bonds only if they meet
the definition of Rhode Island Obligations, i.e., the interest on them is exempt
from Rhode Island State and Federal income taxes. However, since the interest on
newly issued private activity bonds is an item of "tax preference" subject to
the Federal alternative minimum tax for individuals and corporations, such bonds
("AMT Obligations") shall not be included in the term "Rhode Island Obligations"
for purposes of calculating the percentage of the Fund's net assets so invested.
See "Tax Information".
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The Fund may invest in Rhode Island Obligations with demand features,
including variable rate demand notes which meet the quality standards set forth
above. Although there may be no active secondary market with respect to a
particular variable rate demand note purchased by the Fund, the Fund may, upon
notice specified in the note, demand payment in full of the principal of and
accrued interest on the note at any time and may resell the note at any time to
a third party. The absence of an active secondary market, however, could make it
difficult for the Fund to dispose of the variable rate demand note in the event
the issuer of the note defaulted on its payment obligation, and the Fund could,
for this or other reasons, suffer a loss to the extent of the default.
The "Taxable Short-Term Obligations" which the Fund may purchase are
obligations maturing in one year or less from the date of purchase by the Fund
and which are either (i) obligations issued or guaranteed by the U.S. Government
or its agencies or instrumentalities ("U.S. Government Obligations"); (ii)
commercial paper rated Prime-1 or Prime-2 by Moody's or A-1 or A-2 by S&P (see
Appendix A to this Additional Statement); or (iii) bank obligations, such as
certificates of deposit, bankers acceptances and fixed time deposits, issued by
a domestic bank subject to regulation by the U.S. Government having total assets
of at least $1.5 billion. For instance, the Fund might choose to invest in
Taxable Short-Term Obligations pending investment in Rhode Island Obligations of
the proceeds of the sale of shares or the sale of Rhode Island Obligations,
pending settlement of purchases of Rhode Island Obligations or if it is
attempting to maintain liquidity to meet anticipated redemptions.
Under normal market conditions the Fund will invest at least 80% of its
net assets in Rhode Island Obligations and may not purchase Taxable Short-Term
Obligations if thereafter more than 20% of its total assets would consist of
Taxable Short-Term Obligations, AMT Obligations and cash. However, the Fund may
temporarily invest more than 20% of its total assets in Taxable Short-Term
Obligations, AMT Obligations, and municipal obligations which pay interest which
is exempt from Federal, but not Rhode Island, income tax ("Non-Rhode Island
Obligations") as a "defensive" measure during times of adverse market conditions
affecting the market for Rhode Island Obligations, i.e., unavailability of
suitable Rhode Island Obligations or in anticipation of a decline or possible
decline in the value of Rhode Island Obligations. The Fund may also enter into
repurchase agreements as to Taxable Short-Term Obligations; see "Repurchase
Agreements" below.
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RHODE ISLAND OBLIGATIONS
Rhode Island Obligations are a type of municipal obligation. Municipal
obligations are issued by or on behalf of states, territories and possessions of
the United States and their political subdivisions, agencies, and
instrumentalities to obtain funds for various public purposes. Municipal notes
are generally used to provide for short-term capital needs and generally have
maturities of one year or less while municipal bonds have extended maturities.
Municipal notes include: Tax Anticipation Notes; Revenue Anticipation Notes;
Bond Anticipation Notes; and Construction Loan Notes. Municipal obligations are
issued to obtain funds for various public purposes, including the construction
of a wide range of public facilities such as airports, highways, bridges,
schools, hospitals, housing, mass transportation, streets and water and sewer
works. Other public purposes for which municipal obligations may be issued
include the refunding of outstanding obligations, obtaining funds for general
operating expenses and the obtaining of funds to lend to other public
institutions and facilities.
The two principal classifications of municipal bonds are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its faith, credit and taxing power for the payment of
principal and interest. Revenue bonds are payable only from the revenues derived
from a particular facility or class of facilities or, in some cases, from the
proceeds of a special tax or other specific revenue source such as the user of
the facility being financed. Industrial development bonds are in most cases
revenue bonds and are not payable from the unrestricted revenues of the
municipal issuer, but from the revenues derived from payments of the private
user. Therefore, these bonds may present greater investment risks than
securities issued by government subdivisions. The Fund's ability to meet its
objectives depends on the ability of the various issuers to meet their scheduled
payments of principal and interest, and the pledge, if any, of real and personal
property so financed as security for such payment. Under the Internal Revenue
Code (the "Code") the interest on certain such bonds is taxable while the
interest on certain other such bonds is exempt from Federal income taxes. The
Fund will invest in such bonds only if the interest is so tax free to the Fund.
See "Tax Information".
Since the Fund may invest in industrial development bonds, the Fund may
not be an appropriate investment for entities which are "substantial users" of
facilities financed by industrial development bonds or for investors who are
"related persons". Generally, an individual will not be a "related person" under
the Code unless such investor or his immediate family (spouse, brothers, sisters
and lineal descendants) own directly or indirectly in the aggregate more than 50
percent in the value of the equity of a corporation or partnership which is a
"substantial user" of a facility financed from proceeds of "industrial
development bonds". A "substantial user" of such facilities is defined generally
as a "non-exempt person who regularly uses a part of (a) facility" financed from
the proceeds of industrial development bonds.
Proposals have been introduced periodically before Congress to restrict
or eliminate the Federal income tax exemption for interest on municipal bonds.
Similar proposals may be introduced in the future. If such a proposal were
enacted, the availability of municipal bonds for investment by the Fund and the
value of the Fund's portfolio would be affected. In that event the
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Fund would reevaluate its investment policies and restrictions and consider
recommending to its shareholders changes in both.
U.S. GOVERNMENT SECURITIES
U.S. Government Securities (i.e., obligations issued or guaranteed by
the U.S. Government or its agencies or instrumentalities) include securities
issued by the U.S. Government, which in turn include Treasury Bills (which
mature within one year of the date they are issued) and Treasury Notes and Bonds
(which are issued with longer maturities). All Treasury securities are backed by
the full faith and credit of the United States. U.S. Government agencies and
instrumentalities that issue or guarantee securities include, but are not
limited to, the Federal Housing Administration, Farmers Home Administration,
Export-Import Bank of the United States, Small Business Administration,
Government National Mortgage Association, General Services Administration, Bank
for Cooperatives, Federal Home Loan Banks, Federal Home Loan Mortgage
Corporation, Federal Intermediate Credit Banks, Federal Land Banks, Maritime
Administration, the Tennessee Valley Authority, District of Columbia Armory
Board, the Inter-American Development Bank, the Asian-American Development Bank,
and the International Bank for Reconstruction and Development.
Securities issued or guaranteed by U.S. Government agencies and
instrumentalities are not always supported by the full faith and credit of the
United States. Some, such as securities issued by the Federal Home Loan Banks,
are backed by the right of the agency or instrumentality to borrow from the
Treasury. Others, such as securities issued by the Federal National Mortgage
Association, are supported only by the credit of the instrumentality and not by
the Treasury. If the securities are not backed by the full faith and credit of
the United States, the owner of the securities must look principally to the
agency issuing the obligation for repayment and may not be able to assert a
claim against the United States in the event that the agency or instrumentality
does not meet its commitment. The Fund will invest in securities of agencies and
instrumentalities only if the Adviser is satisfied that the credit risk involved
is minimal.
WHEN-ISSUED AND DELAYED DELIVERY OBLIGATIONS
The Fund may buy Rhode Island and other Obligations on a when-issued or
delayed delivery basis when it has the intention of acquiring them. Rhode Island
Obligations so purchased are subject to market fluctuation and no interest
accrues to the Fund until delivery and payment take place; their value at the
delivery date may be less than the purchase price. The purchase price and the
interest rate payable on the Obligations are fixed on the transaction date. At
the time the Fund makes the commitment to purchase Obligations on a when-issued
or delayed delivery basis, it will record the transaction and thereafter reflect
the value each day of such Obligations in determining its net asset value. The
Fund will make commitments for such when-issued transactions only when it has
the intention of actually acquiring the Obligations. To facilitate such
acquisitions, the Fund will maintain with P.N.C. Bank, N.A. (the "Custodian") a
separate account with portfolio Obligations in an amount at least equal to such
commitments. On delivery dates for such transactions, the Fund will meet its
commitments by selling the Obligations held in the separate account and/or from
cash flow. The Fund may not enter into
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when-issued commitments exceeding in the aggregate 15% of the market value of
the Fund's total assets, less liabilities other than the obligations created by
when-issued commitments. If the Fund chooses to dispose of the right to acquire
a when-issued Obligation prior to its acquisition, it could incur a short-term
gain or loss due to market fluctuation.
MUNICIPAL BOND INDEX FUTURES
The Fund may use Municipal Bond Index Futures ("Municipal Bond Index
Futures" or "Futures") to protect the value of the Fund during changing interest
rate markets. A Future is a contract to deliver or accept delivery of a cash
settlement based on the movement of a security index.
The "sale" of a Future means the acquisition by the Fund of an
obligation to deliver an amount of cash equal to a specified dollar amount times
the difference between the index value at the close of the last trading day of
the Future and the price at which the Future is originally struck (which the
Fund anticipates will be lower because of a subsequent rise in interest rates
and a corresponding decline in the index value). This is referred to as having a
"short" Futures position.
The "purchase" of a Future means the acquisition by the Fund of an
obligation to take delivery of such an amount of cash. In this case, the Fund
anticipates that the closing index value will be higher than the price at which
the Future is originally struck. This is referred to as having a "long" Futures
position. There is no physical delivery of the bonds making up the index on
either long or a short Futures position.
The Fund does not pay or receive money upon the purchase or sale of a
Future, but the Fund is required to deposit with the futures commission merchant
("broker") an amount of cash or Obligations equal to an initial margin (a
varying specified percentage of the contract amount). The broker makes
subsequent payments (variation margin) on a daily basis as the price of the
underlying index fluctuates, making the Future more or less valuable, a process
known as mark to market. The Fund records changes in variation margin as
unrealized gains or losses. Margin deposits do not involve borrowing by the Fund
and may not be used to support any other transactions. As a matter of
fundamental policy, the Fund will not buy or sell a Municipal Bond Index Future
if more than 10% of its net assets would be in initial or variation margin on
such Futures.
At any time prior to expiration of the Future, the Fund may close the
position by taking an opposite position which will operate to terminate the
Fund's position in the Future. A final determination of variation margin is then
made. The broker pays or releases additional cash to the Fund and it realizes a
gain or a loss. Although Futures call for the actual delivery or acceptance of
cash, in most cases the contractual obligation is fulfilled without having to
make or take delivery. All transactions in the futures markets are subject to
commissions payable by the Fund and are made offset or fulfilled through a
clearing house associated with the exchange on which the contracts are traded.
The Fund intends to buy and sell Futures only on an exchange where there appears
to be an active secondary market.
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The Fund may sell Futures as a strategy to hedge its portfolio against
market decline and buy or sell Futures in a greater dollar amount than the
dollar amount of the Rhode Island Obligations being hedged if the historical
volatility of the prices of the Rhode Island Obligations being hedged is less
than the historical volatility of the debt securities which are included in the
index. Where Futures are purchased to hedge against a possible increase in the
price of Rhode Island Obligations before the Fund is able to invest in them in
an orderly fashion, it is possible that the market may decline instead. If the
Fund then concludes not to invest in them at that time because of concern as to
possible further market decline or for other reasons, the Fund will realize a
loss on the Futures that is not offset by a reduction in the price of the Rhode
Island Obligations which it had anticipated purchasing.
There are daily price fluctuation limits established by contract
markets which limit the amount of fluctuation in a futures contract price during
a single trading day. Once the daily limit has been reached on a contract, no
trades may be entered into at prices beyond the limit, thus preventing the
liquidation of open futures positions.
Regulatory Aspects of Municipal Bond Index Futures. The Fund will
deposit with the Custodian in a segregated account Rhode Island Obligations
maturing in one year or less or cash, in an amount equal to the fluctuating
market value of long Futures it has purchased, less any margin deposited on long
positions.
The Fund must operate within certain restrictions as to its long and
short positions in Futures under a rule (the "CFTC Rule") adopted by the
Commodity Futures Trading Commission ("CFTC") under the Commodity Exchange Act
(the "CEA") to be eligible for the exclusion provided by the CFTC Rule as a
"commodity pool operator" (as defined under the CEA), and must represent to the
CFTC that the Fund will operate within such restrictions. Under these
restrictions the Fund will not, as to any positions, whether long, short or a
combination thereof, enter into Futures for which the aggregate initial margins
exceed 5% of the fair market value of its assets. Under the restrictions, the
Fund also must, as to its short positions, use Futures solely for bona-fide
hedging purposes within the meaning and intent of the applicable provisions
under the CEA. The "underlying commodity value" of the Fund's long positions
must not exceed the sum of (i) cash set aside in an identifiable manner, or
short-term U.S. debt obligations or other U.S. dollar-denominated high quality
short-term money market instruments so set aside, plus any funds deposited as
margin; (ii) cash proceeds from existing investments due in 30 days; and (iii)
accrued profits held at the futures commission merchant. The "underlying
commodity value" of a Future is computed by multiplying the size of the Future
by the daily settlement price of the Future.
Tax Information On Futures. Under the Code, in order to qualify as a
"regulated investment company", at least 90% of the Fund's gross income must be
derived from interest and gains from the sale or other disposition of
securities. In connection with the 90% test, the Fund treats gains realized from
Futures transactions as qualifying under the "90% test". For Code purposes, the
Futures held by the Fund which remain open at fiscal year end which are not part
of a "mixed straddle" are treated as having been sold at market value. The
resulting net gain or
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loss will be included in Federal taxable income. For Federal income tax
purposes, a realized or unrealized gain or loss with respect to Futures is
normally treated as a long-term capital gain or loss, to the extent of 60% of
such gain or loss, and as a short-term capital gain or loss, to the extent of
40% of such gain or loss. If a Future is part of a "mixed straddle", as defined
by the Code, the Fund may elect that the mark-to-market and 60/40 rules be
inapplicable.
REPURCHASE AGREEMENTS
The Fund may purchase securities (limited to Taxable Short-Term
Obligations) subject to repurchase agreements. Income from repurchase agreements
is taxable and therefore is not included in the "exempt-interest" dividends
which the Fund will pay; see " Tax Information". Repurchase agreements may be
entered into only with commercial banks or broker dealers. A repurchase
agreement occurs when, at the time the Fund purchases a security, the Fund also
resells it to the vendor and must deliver the security (or securities
substituted for it) to the vendor on an agreed-upon date in the future (the
"Resold Securities"). The Resold Securities will be held by the Custodian. The
resale price is higher than the purchase price, reflecting an agreed-upon market
interest rate effective for the period of time during which the Fund's money is
invested in the Resold Securities. The majority of these transactions run from
day to day, and the delivery pursuant to the resale usually occurs within one to
five days of the purchase.
Repurchase agreements may be considered loans "collateralized" by the
Resold Securities (such agreements being defined as "loans" in the 1940 Act).
The return on such "collateral" may be more or less than that from the
repurchase agreement. The Resold Securities under any repurchase agreement will
be marked to market every business day so that the value of the "collateral" is
at least equal to the value of the loan, including the accrued interest earned
thereon, plus sufficient additional market value as is considered necessary to
provide a margin of safety. Additionally, the Adviser will regularly review the
financial strength of all vendors of repurchase agreements to the Fund.
LOAN OF PORTFOLIO SECURITIES
The Fund may lend its Obligations on a short or long term basis to
broker-dealers, banks or certain other financial institutions if: (i) the loan
is collateralized in accordance with applicable regulatory requirements (the
"Guidelines"); and (ii) after any loan, the value of the Obligations loaned does
not exceed 10% of the value of its total assets. The financial institutions
other than broker-dealers or banks to which the Fund can lend its Obligations
are limited to "accredited investors" such as insurance companies, investment
companies and certain employee benefit plans. Under the present Guidelines, the
loan collateral must at least equal the value of the loaned obligations and must
consist of cash, bank letters of credit or U.S. Government Securities. To be
acceptable as collateral, a letter of credit must obligate a bank to pay amounts
demanded by the Fund if the demand meets the terms of the letter. Such terms and
the issuing banks would have to be satisfactory to the Fund. Any loan might be
secured by any one or more of the three types of collateral.
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The Fund receives amounts equal to the interest or other distributions
on loaned obligations and also receives one or more of the negotiated loan fees,
interest on obligations used as collateral or interest on the securities
purchased with such collateral, either of which type interest may be shared with
the borrower. The Fund may also pay reasonable finder's, custodian and
administrative fees but only to persons not affiliated with the Fund. The terms
of the Fund's loans will meet certain tests under the Code and permit the Fund
to terminate the loan and reacquire loaned securities on five days' notice.
RATINGS
The ratings assigned by Moody's or S&P represent their respective
opinions of the quality of the municipal bonds and notes and Short-Term Taxable
Obligations which they undertake to rate. Consequently, obligations with the
same maturity, stated interest rate and rating may have different yields, while
obligations of the same maturity and stated interest rate with different ratings
may have the same yield. See Appendix A to this Additional Statement for further
information about the ratings of Moody's and S&P as to the various rated Rhode
Island Obligations, Non-Rhode Island Obligations and Short-Term Taxable
Obligations which the Fund may purchase.
LIMITATION TO 10% AS TO CERTAIN INVESTMENTS
The Fund may not make certain investments if more than 10% of its net
assets would consist of (i) repurchase agreements maturing in more than seven
days; (ii) fixed time deposits subject to withdrawal penalties other than
overnight deposits; (iii) restricted securities, i.e., securities which cannot
freely be sold for legal reasons; and (iv) securities for which market
quotations are not readily available. However, this 10% limit does not include
any obligations having minimal credit risks in the opinion of the Adviser and
which are payable at principal amount plus accrued interest on demand or within
seven days after demand.
FACTORS WHICH MAY AFFECT THE VALUE OF THE FUND'S INVESTMENT AND YIELD
The value of the Rhode Island Obligations, Non-Rhode Island Obligations
and Short-Term Taxable Obligations in which the Fund invests will fluctuate
depending in large part on changes in prevailing interest rates. If the
prevailing interest rates go up after the Fund buys Obligations, the value of
the Obligations may go down; if these rates go down, the value of the
Obligations may go up. Changes in value and yield based on changes in prevailing
interest rates may have different effects on short-term Obligations than on
long-term Obligations. Long-term Obligations (which often have higher yields)
may fluctuate in value more than short-term ones.
ECONOMIC FACTORS AFFECTING RHODE ISLAND AND PUERTO RICO
In January 1991, the collapse of the Rhode Island Share and Deposit
Indemnity Corporation precipitated the closure of 45 financial institutions with
a total deposit liability of approximately $1.7 billion. In response, the State
created the Rhode Island Depositors Economic Protection Corporation, a public
corporation ("DEPCO"), to assist in the resolution of the
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resulting banking crisis. By the end of 1992, substantially all of the frozen
deposits had been repaid or otherwise made available to depositors through the
reopening, sale or liquidation of the closed institutions. To facilitate the
sale of certain institutions and the payout of frozen deposits, DEPCO incurred
approximately $456.5 million of special obligation bonds and approximately $130
million of general obligation bonds. Receipts from .6% of the state's sales and
use tax rate are dedicated to a special revenue fund to be used for repayment of
the special obligation bonds. Sales and use tax revenues and the proceeds from
sales of the assets of the closed institutions have substantially reduced
DEPCO's indebtedness. As of January 2000, DEPCO had outstanding debt of
approximately $66.5 million.
Below the level of state government, Rhode Island is divided into 39
cities and towns which exercise the functions of local general government. As
provided in the state Constitution, municipalities have the right of self
government in all local matters by adopting a "home rule" charter. Every city or
town, however, has the power to levy, assess and collect taxes, or borrow money,
only as specifically authorized by the General Assembly. Legislation enacted in
1985 limits tax levy or rate increases by municipalities to an increase no
greater than 5 1/2% over the previous year. However, tax levy or rate increases
of greater than 5 1/2% are permitted in the event that debt service costs on
present and future general obligation debt increase at a rate greater than 5
1/2%. This inflation may also be exceeded in the event of loss of non-property
tax revenue and the loss is certified by the State Department of Administration
or when an emergency situation arises and is certified by the state Auditor
General. In addition, state statutes require every city and town to adopt a
balanced budget for each fiscal year. Local governments rely principally upon
general real and tangible personal property taxes and automobile excise taxes
for provision of revenue.
The largest category of state aid to cities and towns involves
assistance programs for school operations and school buildings. In addition to
school aid, the state provides a general revenue sharing program for local
governments which is intended for direct property tax relief and incorporates a
distribution formula based upon relative population, tax effort and personal
income of each municipality. In addition, the state provides municipal aid
programs which include reimbursement to local governments for their cost of
carrying out certain state mandates.
The Commonwealth of Puerto Rico (the "Commonwealth") draws its revenue
from income taxes, excise taxes, property taxes, licenses, Federal taxes
returned to the Commonwealth, Federal grants, and a tollgate tax on dividends
and profit shares repatriated to United States corporations subject to Section
936 of the Internal Revenue Code. As of January, 2000, general obligation bonds
issued by the Commonwealth would qualify to receive a "Baa 1" rating from
Moody's. Bonds rated "Baa 1" are considered to be of medium quality and have
speculative characteristics, but are believed by Moody's to possess the
strongest investment attributes in the "Baa" class. As of January, 2000, general
obligation bonds issued by the Commonwealth would qualify for an "A" rating from
Standard and Poor's Corporation. These ratings have remained constant for over
20 years. In the period since 1950, the Commonwealth has transformed itself from
an essentially agrarian economy to one centered on manufacturing and services.
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The Commonwealth's economic growth has been funded largely through bond
issuance and the use of surplus funds, resulting in a high debt load. Since the
1991 recession, debt policy has sought to keep the growth of public debt at that
of gross domestic product. Over fiscal years 1994 to 1998, public sector debt
increased 46.3%. This trend of a higher level of growth of public sector debt
over the growth of GNP during 1996 to 1998 was due to the increase in the amount
of debt incurred to finance key infrastructure projects. During the fiscal year
ended June 30, 1999, nominal Gross National Product ("GNP") grew by 9.4% and
real GNP grew by 4.2%, due in part to the impact of Hurricane Georges.
Offsetting concerns over the use of bonded debt is the Commonwealth's
constitution, which limits general obligation debt to 15% of the average
internal revenues received over the past two fiscal years. Combined general
obligation and guaranteed debt now account for approximately 12% of this revenue
limit. General fund revenues have posted an aggregate gain of 39% from 1994
through 1997. The Commonwealth has chosen to use these revenues to position
itself for future growth rather than increase fund balances and reduce
outstanding debt. One reason for this aggressive campaign is the scheduled
10-year phase out (ending in 2006) of Section 936 of the Code, which provides
federal tax incentives for U.S. corporations investing in the Commonwealth.
Section 936 has been responsible for considerable manufacturing development in
the Commonwealth over the past two decades and "936 companies" have accounted
for as much as 18% of the Commonwealth's internal sources of revenue in recent
years. The Commonwealth will need to develop alternative means of attracting
business and seek new economic incentives to sustain continued economic growth
during and beyond the 10-year phase out period for Section 936. Investments in
Obligations of Puerto Rico represent less than 5% of the Fund's portfolio.
PORTFOLIO TURNOVER
A portfolio turnover rate is the percentage of purchases or sales of
portfolio securities for a year compared to the monthly average of such
securities during the year, excluding certain debt securities. The Fund's
portfolio turnover rate is not expected to exceed 100%. For the fiscal year
ended October 31, 1999, the portfolio turnover rate of the Fund was 13%.
INVESTMENT RESTRICTIONS
The Fund has a number of fundamental policies may not be changed unless
the holders of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding shares vote to change them. Under the 1940 Act, the vote of the
holders of a "majority" of the Fund's outstanding shares means the vote of the
holders of the lesser of (a) 67% or more of the Fund's shares present at a
meeting or represented by proxy if the holders of 50% or more of its shares are
so present or represented; or (b) more than 50% of the Fund's outstanding
shares.
1. The Fund invests only in certain limited securities.
Since the Fund may not buy any securities other than those listed under
"Description of the Fund and Its Investments and Risks" in this Additional
Statement, the Fund may not buy any voting securities, any commodities or
commodity contracts other than Municipal Bond Index
11
<PAGE> 39
Futures, any mineral related programs or leases, any shares of other investment
companies or any warrants, puts, calls or combinations thereof.
The Fund may not purchase or hold the securities of any issuer if, to
its knowledge, Trustees, directors or officers of the Fund or its Adviser
individually owning beneficially more than 1/2 of 1% of the securities of that
issuer together own in the aggregate more than 5% of such securities.
The Fund may not buy real estate or non-liquid interests in real estate
investment trusts; however, it may buy any securities which it may otherwise buy
even though the issuer invests in real estate or has interests in real estate.
The Fund may not invest in securities which cannot freely be sold for
legal reasons.
2. The Fund does not buy for control.
The Fund may not invest for the purpose of exercising control over
other companies.
3. The Fund does not sell securities it doesn't own or borrow from brokers
to buy securities.
The Fund may not sell short or buy on margin, but may make margin
deposits in connection with the purchase or sale of Municipal Bond Index
Futures.
4. The Fund is not an underwriter.
The Fund may not engage in the selling of securities to others.
5. The Fund may not issue senior securities.
The Fund may not issue senior securities or any shares of beneficial
interest having priority over any other class as to distribution of assets or
payment of dividends, provided that the Fund may issue additional classes and
series of shares to the extent permitted by the 1940 Act.
6. The Fund has industry investment requirements.
The Fund may not buy the Obligations of issuers in any one industry if
more than 25% of its total assets would then be of issuers of that industry;
Rhode Island Obligations and U.S. Government Obligations are not included in
this limit. In applying this restriction, the Fund will consider that a
non-governmental user of facilities financed by industrial development bonds is
an issuer in an industry.
See "Tax Information" for certain diversification requirements under
the Code which the Fund intends to meet and as to possible risk factors due to
meeting only these diversification requirements.
12
<PAGE> 40
7. The Fund can make loans only by lending securities or entering into
Repurchase Agreements.
The Fund can buy those Obligations which it is permitted to buy (see
"Description of the Fund and Its Investments and Risks"); this is investing, not
making a loan. The Fund may lend its portfolio securities (up to 10% of the
value of its total assets) on a collateralized basis to broker-dealers, banks
and certain financial institutions, and enter into repurchase agreements (see
"Repurchase Agreements" above). The Fund may be considered as the beneficial
owner of the loaned securities in that any gain or loss in their market price
during the loan inures to the Fund and its shareholders; thus, when the loan is
terminated, the value of the securities may be more or less than their value at
the beginning of the loan. Income from securities loans is taxable and therefore
it is not included in the "exempt-interest" dividends which the Fund may pay.
8. The Fund can only borrow in limited amounts for special purposes.
The Fund can borrow from banks for temporary or emergency purposes but
only up to 10% of its total assets. It can mortgage or pledge its assets only in
connection with such borrowing and only up to the lesser of the amounts borrowed
or 5% of the value of its total assets. The Fund will not borrow to purchase
Obligations or to increase its income but only to meet redemptions so that it
will not have to sell Obligations to pay for redemptions. Interest on borrowings
would reduce the Fund's income. The Fund will not purchase any Obligations while
it has any outstanding borrowings which exceed 5% of the value of its total
assets.
The Fund will not invest more than 25% of its total assets in (i) Rhode
Island Obligations the interest on which is paid from revenues of similar type
projects or (ii) in industrial development bonds unless the Prospectus and/or
this Additional Statement are supplemented to reflect the change and to give
additional information and current shareholders are also notified of the change.
YIELD INFORMATION
From time to time the Fund may include its yield in advertisements or
in information furnished to present or prospective shareholders. The Fund's
"current yield" is the net average annualized return without compounding accrued
interest income. This is computed by annualizing the Fund's net investment
income per share for a recent 30-day (or one month) period divided by the
maximum public offering price (including sales charge) on the last day of the
period. The yield figure is calculated using certain uniform accounting
principles by which discount and premium of debt obligations are amortized into
income using the current market value of the obligations. Yield is rounded to 2
decimal places for advertisements and informational purposes. The Fund may also
furnish yield information based on the net asset value per share in addition to
the maximum public offering price.
The Fund's "tax-equivalent yield" is computed by dividing that portion
of the Fund's current yield which is tax-exempt by a factor equal to 1 minus a
stated income tax rate and
13
<PAGE> 41
adding the product to that portion, if any, of the Fund's current yield that is
not tax-exempt. The "tax-equivalent yield" reflects the yield a taxable
investment would have to achieve in order to equal on an after tax basis a
specified tax-exempt yield.
The Fund's current yield for the 30-day period ended October 31, 1999
was 4.72%, based on the maximum public offering price (including sales charge)
of $10.54 on October 31, 1999. For shareholders with a combined Federal and
state tax rate of 36.78%, this represents a tax-equivalent yield of 7.67%. The
30-day yield for such period based on the net asset value of $10.12 on October
31, 1999 was 4.91% (7.99% tax equivalent).
The Fund's yield varies from time to time depending upon market
conditions, the composition of its portfolio and operating expenses. These
factors and possible differences in the methods used in calculating yield and
other performance data should be considered when comparing the Fund's yield to
yields published for other investment companies and other investment vehicles.
Yield should also be considered relative to changes in the value of the Fund's
shares and to the risks associated with the Fund's investment objectives and
policies. At any time in the future, yields may be higher or lower than past
yields and there can be no assurance that any past yield will continue.
Any advertised yield quotation will be accompanied by average annual
total returns quotations for 1, 5 and 10 year periods. Average annual total
return is calculated by determining the average annual compounded rates of
return over the specified periods that would equate a hypothetical initial
$1,000 investment at the beginning of the period to the redeemable value at the
end of the period. For purposes of the calculation, the maximum sales load is
deducted from the hypothetical $1,000 investment and all dividends and
distributions by the Fund during the period are assumed reinvested in shares at
the net asset value per share on the reinvestment dates during the period. The
average annual total return of the Fund based on the maximum public offering
price was (4.67)% for the fiscal year ended October 31, 1999, 4.66% for the five
year period ended October 31, 1999 and 5.79% for the ten year period ended
October 31, 1999. Both yield and total return are based on historical earnings
and may fluctuate.
LIMITATIONS OF REDEMPTIONS IN KIND
The Fund has elected to be governed by Rule 18f-1 under the 1940 Act
pursuant to which the Fund is obligated to redeem shares solely in cash up to
the lesser of $250,000 or 1 percent of the net asset value of the Fund during
any 90 day period for any one shareholder. Should redemptions by any shareholder
exceed such limitation, the Fund will have the option of redeeming the excess in
cash or in kind. If shares are redeemed in kind, the redeeming shareholder might
incur brokerage costs in converting the assets into cash. The method of valuing
securities used to make redemptions in kind will be the same as the method of
valuing portfolio securities described under "Net Asset Value " in the
Prospectus and "Completion of Net Asset Value" in this Additional Statement, and
such valuation will be made as of the same time the redemption price is
determined.
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<PAGE> 42
TRUSTEES AND OFFICERS
The Trustees of the Fund are responsible for the management and
direction of the business and affairs of the Fund. The Trustees and officers of
the Fund, their affiliations, if any, with the Adviser, and their principal
occupations during at least the past five years are set forth below. Trustees
who are "interested persons" of the Fund as that term is defined in the 1940 Act
are designated with an (*) asterisk. Age of the Trustee is in parentheses ( ).
As of January 31, 2000, the Trustees and officers of the Fund owned 34,915
shares or approximately 0.93% of the outstanding shares of the Fund.
<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- --------------------- ---------------------- ----------------------------------------------
FUND
----
<S> <C> <C>
Alfred B. Van Liew *(65) President and Trustee Managing Partner of the Adviser, since 1984; Director of the
One Regency Plaza Distributor since May 1990; Chairman & Chief Executive
Suite One Officer of Van Liew Trust Company, a Rhode Island chartered
Providence, Rhode Island 02903 trust company, since 1984; Executive Vice President in
charge of the trust & investment management businesses of
Rhode Island Hospital Trust National Bank (1981-1984);
President & Chief Executive Officer of Hospital Trust of
Florida (1982-1984); Chairman & Chief Executive Officer of
HT Advisers, Inc. (1980-1984) and Director of HT Investors,
Inc. (1981-1984), registered investment counseling firms
affiliated with RIHT Financial Corp.; Trustee of RI School
of Design (1974-1992); Board Member, Rhode Island Water
Resources Board and Rhode Island Water Resources Board Corp.
(1991- 1994); Trustee of The Heritage Trust of Rhode Island
since 1971; Adviser to the National Trust for Historic
Preservation since 1983; Trustee of St. Andrew's School
since 1984; Trustee of the Museum of Yachting since 1988;
and Trustee of the Seamen's Institute, Newport, Rhode Island
since 1994.
</TABLE>
15
<PAGE> 43
<TABLE>
<CAPTION>
<S> <C> <C>
Milton C. Bickford, Jr. (68) Trustee Private investor since 1989; CEO, National Bickford
147 Beavertail Road Foremost, Inc. (national color printing firm) 1980-1989;
Jamestown, Rhode Island 02835 CEO, National Bickford Graphics, Inc. 1972-1980; CEO,
Bickford Engraving & Electrotype Company 1959-1972;
President Rotary Club of Providence 1970-1971; Vice
President Rhode Island Philharmonic Orchestra 1972-1976;
Vice President Greater Providence Chamber of Commerce
1976-1979; Trustee Museum of Yachting 1990-1995; currently
Chairman AAA of Southern New England.
Michael E. Hogue (57) Trustee President, VIAcorp. since June 1994; Managing Director,
116 Chestnut Street Chairman and Chief Executive Officer of PW Group Inc.
Providence, Rhode Island 02906 (insurance) and Chairman and Chief Executive Officer of
Providence Washington Insurance Group from 1986 to 1993;
Chairman and Managing Director of Philadelphia Insurance
Research Group from 1975 to 1986 and Assistant Professor of
Insurance at the Wharton School, University of Pennsylvania;
Vice Chairman of Trinity Repertory Company (1997-), and
President of the Jewelry District Association (1998-);
Director, Fleet Bank (1991-1993); Trustee, Greater
Providence Chamber of Commerce (1987-1993); Director and
Chair of the Finance Committee, Insurance Services Office
(1990-1993); Trustee, The Providence Foundation (1991-1993);
Director, American Insurance Association (1986-1993);
Trustee, American Institute of Chartered Property Casualty
Underwriters (1992-1993); Trustee, Rhode Island Public
Expenditure Council (1992-1993); and Trustee, First Night
Providence (1993-1997).
</TABLE>
16
<PAGE> 44
<TABLE>
<CAPTION>
<S> <C> <C>
Alice M. Macintosh (78) Trustee Marketing consultant; from 1986 to 1991, Chief Supervisory
861 Stratford Lane Clerk of the State's Superior Court; previously a Marketing
Warwick, Rhode Island 02886 Consultant and Vice-President of Marketing at Hospital Trust
National Bank. Mrs. Macintosh is an honorary director of
Narragansett Electric Company, a former director of Bay Loan
& Investment Company (a subsidiary of FPL Group, Inc., a
subsidiary of Florida Power and Light) and The Convention
Authority of the City of Providence and is also past
Chairman of the Board of AAA Auto Club of Southern New
England, and past President of the Rhode Island Bankers
Association, the Business and Professional Women of Rhode
Island and past Regional Vice President of the National
Association of Bank Women (NABW) and co-founder of the Rhode
Island Chapter.
Richard A. Plotkin (56) Trustee Managing Partner, Rooney, Plotkin & Willey, LLP (certified
Flower Cottage public accountants) since 1973; Member, American Institute
2 Leroy Avenue of Certified Public Accountants and Rhode Island Society of
Newport, Rhode Island 02840 Certified Public Accountants; Past Chairman and Board
Member, United Way of Southeastern New England; Member,
Audit Committee of Bank of Newport; Director, Advantage
Travel, Ltd.; Director and Treasurer SEA Oats of Boca Grande
Condominium Association; and Director, Providence Chamber of
Commerce.
John St. Sauveur (67) Trustee President and CEO, WestBank Realty Corporation; Senior Vice
219 Great Road President (governmental and consumer relations) of Valley
North Smithfield Resources, Inc., (a natural gas distributor) and its
Rhode Island 02896 subsidiary companies from 1956 to 1994. He is a Director of
the Community College of Rhode Island Foundation; Chairman
of the Board of Directors of the Woonsocket Industrial
Development Corporation; Chairman of the Greater Woonsocket
Industrial Development Foundation; Vice Chairman of the
North Smithfield Industrial Development Commission; a vice
president and director of the Rhode Island Chamber of
Commerce Federation and member of the Rhode Island
</TABLE>
17
<PAGE> 45
<TABLE>
<CAPTION>
<S> <C> <C>
State Job Training Coordinating Council; also Finance
Chairman, Landmark Health System and Trustee, Landmark
Medical Center; Commissioner of the Rhode Island Resource
Recovery Corporation since 1992; Chairman of The
Rehabilitation Hospital of Rhode Island; Director and
Corporate Secretary of Gooding Realty Corporation.
Thomas R. Weschler (82) Trustee Vice Admiral, U.S. Navy, Retired (l975) after 35 years
111 Harrison Avenue active service, ending as Director, Logistics, Joint Chiefs
Apartment D2 of Staff. Past Chairman, Operations Department, U.S. Naval
Newport, Rhode Island 02840 War College, 1976-1981; Elective Professor, 1981-1988;
Trustee, American Sail Training Association; Incorporator,
Sea Education Association; Incorporator, Newport Health Care
Corporation.
Samuel H. Hallowell, Jr. (52) Vice President Partner of the Adviser and Vice President of Van Liew Trust
One Regency Plaza Company since 1984; formerly Vice President and Senior
Suite One Portfolio Manager at Rhode Island Hospital Trust National
Providence, Rhode Island 02903 Bank, specializing in the management of large personal
portfolios, and a member of the Strategy Committee from 1981
to 1984; previously with Bay Bank Harvard Trust with
responsibilities that included portfolio management,
investment consulting, trading, and investment research, and
a member of its Trust Investment and Administrative
Committee; prior thereto, he was associated with the
brokerage firm of Moseley, Hallgarten, Estabrook & Weeden,
Inc.
Joseph J. Healy (32) Vice President Investment Officer, Fund Controller and primary
One Regency Plaza trader of the Adviser since 1992 and General
Suite One Securities Principal of the Distributor since 1993;
Providence, Rhode Island 02903 previously a Senior Mutual Fund Accountant with The
Boston Company Advisers, Inc. (September 1989 to
August 1992).
Kevin M. Oates (40) Vice President and Partner of the Adviser since 1996 and Vice
One Regency Plaza Treasurer President-Administration and Controller of the Adviser and
Suite One Vice President of Van Liew Trust Company and the
Providence, Rhode Island 02903 Distributor, affiliated companies of the Adviser since 1991;
Director
</TABLE>
18
<PAGE> 46
<TABLE>
<CAPTION>
<S> <C> <C>
of Business Administration (August 1988 to April 1991) and
Manager (August 1985 to October 1987) at Finkel, DiSanto,
Fine & Co. (certified public accountants); previously a
Senior Tax Consultant with Ernst & Whinney.
Margaret D. Farrell (50) Secretary Partner, Hinckley, Allen & Snyder LLP, general legal counsel
1500 Fleet Center to the Fund, since November 1981; Director and Secretary of
Providence, Rhode Island 02903 Bank Rhode Island; Director of Care New England Health
System; Director and Vice Chairman of Women and Infants
Corporation; Trustee of Women & Infants Hospital of Rhode
Island; Trustee of Butler Hospital; Trustee of Hospital
Association of Rhode Island; and Secretary of Astro-Med,
Inc. (manufacturer of graphic recording and printing
systems).
</TABLE>
The Fund does not pay fees to Trustees affiliated with the Adviser or
to any of its officers. The Fund pays Trustees who are not interested persons of
the Fund an annual retainer of $2,000 plus $250 per meeting attended. For the
fiscal year ended October 31, 1999, such fees totaled $19,000. See the
Prospectus for information regarding purchases of Class A Shares at net asset
value (without sales charges) for trustees and other affiliated persons of the
Fund.
The Fund and the Adviser have adopted codes of ethics under Rule 17j-1
of the 1940 Act. These codes of ethics permit personnel of the Fund and the
Adviser to invest in securities, including securities that may be purchased or
held by the Fund, subject to certain limitations imposed by such code of ethics.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of December 31, 1999, National Financial Services Corporation
("NFSC"), P.O. Box 3730, Church Street Station, New York, N.Y. 10008-3730, owns
of record for the benefit of its brokerage clients, 13.92% of the Fund's
outstanding shares. The Fund is not aware of any person who beneficially owned
5% or more of the Fund's outstanding shares on such date.
19
<PAGE> 47
INVESTMENT ADVISORY AND OTHER SERVICES
ADVISORY AGREEMENT
The Adviser supervises the investment program of the Fund and the
composition of its portfolio. The Adviser is a registered investment adviser
incorporated in Rhode Island in 1984 and acts as an investment adviser for
individuals, charitable institutions, financial institutions and pension plans
primarily in the New England area. As of October 31, 1999, the Adviser had
approximately $387 million in assets under management. The Adviser does not
serve as an adviser to any other registered investment companies. The Adviser is
controlled by Alfred B. Van Liew, a Trustee and President of the Fund.
The services of the Adviser are rendered under an Investment Advisory
Agreement which provides, subject to the control of the Board of Trustees, for
investment, supervisory and certain corporate administrative services. The
Investment Advisory Agreement states that the Adviser shall, at its expense,
provide to the Fund all office space and facilities, equipment and clerical
personnel necessary for the carrying out of its duties under the Advisory
Agreement and the keeping of the accounting records of the Fund, including the
computation of the Net Asset Value per share and the dividends.
Under the Advisory Agreement, the Adviser pays all compensation of the
Fund's officers, employees and Trustees who are affiliated with the Adviser.
Under the Advisory Agreement, the Fund bears the cost of the preparation,
setting in type and printing of its prospectuses and reports to shareholders
(whether or not sent to existing shareholders) and the costs of distributing
those copies of such prospectuses and reports as are sent to shareholders. Under
the Advisory Agreement, all other expenses not expressly assumed by the Adviser
under the Advisory Agreement are paid by the Fund. The Advisory Agreement lists
examples of such expenses; the major categories of such expenses relate to legal
and audit expenses, custodian and transfer agent, or shareholder servicing
agency expenses, stock issuance and redemption costs, certain printing costs,
registration costs of the Fund and its shares under Federal and State securities
laws, interest, taxes and brokerage commissions, and non-recurring expenses,
including litigation.
Under the Advisory Agreement, the Adviser also provides all
administrative services to the Fund other than those relating to its investment
portfolio and the maintenance of its accounting books and records. Such
administration services include but are not limited to (i) providing office
space and equipment in connection with the maintenance of the headquarters of
the Fund; (ii) maintenance of books and records (other than accounting books and
records); and (iii) overseeing the relationship between the Fund and its
custodian and transfer agent.
Under the Advisory Agreement, the Fund pays a fee at the annual rate of
.60 of 1% for the first $200 million of average annual net assets and .50 of 1%
of such average annual net assets above $200 million. Fees are computed and
accrued daily and paid monthly.
20
<PAGE> 48
The Adviser agrees that, in the event the operating expenses of the
Fund exceed the expense limitations applicable to the Fund imposed by the
securities laws or regulations of any state in which the Fund's shares are
qualified for sale, the above fees shall be reduced, but not below zero, by an
amount equal to such excess expenses. The payment of fees at the end of any
month will be reduced or postponed so that at no month end will there be any
accrued but unpaid liability under an expense limitation. Currently, no expense
limitation is applicable to the Fund. Additionally, the Adviser has indicated to
the Fund that it may, but is not obligated to, waive all or a portion of these
fees. The Adviser has not waived any fees since the fiscal year ended October
31, 1994.
The Advisory Agreement may be terminated by the Adviser or the Fund at
any time without penalty upon sixty days' written notice; provided that such
termination by the Fund shall be directed or approved by the vote of a majority
of all its Trustees in office at the time or by the vote of the holders of a
majority (as defined in the 1940 Act) of its voting securities at the time
outstanding entitled to vote. The Advisory Agreement automatically terminates in
the event of its assignment (as so defined).
The management services provided to the Fund by the Adviser depend on
the smooth functioning of their computer systems. Many computer software systems
in use today were not originally designed to distinguish the year 2000 from the
year 1900 because of the way dates were encoded and calculated, necessitating
modifications to these systems. Although none of the Fund, its Adviser,
Distributor, Custodian or Transfer Agent experienced any disruptions during the
year 2000 transition, such disruptions could occur at any time throughout the
2000 calendar year. The Fund has made inquiries of its Adviser, Distributor,
Custodian and Transfer Agent regarding the status of their computer systems and
the year 2000 transition. The Fund has been informed that all these service
providers have experienced no issues and expect that their systems will continue
to be Year 2000 compliant. Although the Fund has obtained assurance from many of
the municipal issuers of bonds held by the Fund that they have addressed the
year 2000 issue, the Year 2000 problem could also adversely impact the ability
of municipal issuers to meet their obligations in a timely manner.
DISTRIBUTION ARRANGEMENTS
DISTRIBUTOR
Van Liew Securities Inc., an affiliate of the Adviser, has served as
the Fund's Distributor since May 31, 1990, pursuant to a Distribution Agreement
approved by the Board of Trustees on May 22, 1990. Van Liew Securities Inc.
received $3,318 in commissions as a result of sales of Fund Shares for the
fiscal year ended October 31, 1997, $4,442 in commissions as a result of sales
of Fund Shares for the fiscal year ended October 31, 1998 and $11,021 in
commissions as a result of sales of Fund Shares for the fiscal year ended
October 31, 1999.
The Distribution Agreement shall continue in effect from year to year
but only so long as its continuance is approved at least annually in the same
manner as the Distribution Plan described below. The Distribution Agreement will
terminate automatically in the event of its
21
<PAGE> 49
assignment (as defined in the 1940 Act) and may be terminated by either the Fund
or the Distributor on 60 days' written notice without further recourse.
DISTRIBUTION PLAN
The Fund has adopted a Distribution Plan (the "Plan") under Rule 12b-1
under the 1940 Act. Rule 12b-1 provides in substance that an investment company
such as the Fund may not engage directly or indirectly in any financing activity
which is primarily intended to result in the sale of its shares except pursuant
to a plan adopted under the Rule. The Plan authorizes the Fund to pay for
printing all prospectuses, statements of additional information and shareholder
reports, including those which were not sent to existing shareholders, which may
come within the purview of the Rule. During the fiscal year ended October 31,
1999, the Fund paid $20,180 for such printing costs. The Plan is also designed
to protect against any claim against or involving the Fund that some of the
other expenses related to the sale of the Fund's shares which the Fund pays or
may pay come within the purview of Rule 12b-1. If any payment specifically
listed in the Plan is considered to be primarily intended to result in indirect
financing of any activity related to the sale of Fund shares, these payments are
authorized under the Plan.
To the extent that any of the payments listed below are considered to
be primarily intended to result in the sale of Fund shares within the meaning of
Rule 12b-1, the Plan authorizes the Fund to pay: (i) the costs of the
preparation and printing of all reports and notices to shareholders and the
costs of mailing such reports and notices to existing shareholders; (ii) the
preparation and printing of all prospectuses and statements of additional
information and the costs of mailing all prospectuses and statements of
additional information to existing shareholders; (iii) the preparation, printing
and mailing of any proxy statements and proxies; (iv) all legal and accounting
fees relating to the preparation of any such reports, prospectuses, statements
of additional information, proxies and proxy statements; (v) all fees and
expenses relating to the qualification of the Fund and/or its shares under the
securities or "Blue-Sky" laws of any jurisdiction; (vi) all fees under the
Securities Act of 1933 and 1940 Act; (vii) all fees and assessments of the
Investment Company Institute or any successor organization; (viii) all costs of
the preparation and mailing of confirmations of shares sold or redeemed or share
certificates, and reports of share balances; and (ix) all costs of responding to
telephone or mail inquiries of investors.
The Plan states that while it is in effect, the selection and
nomination of those Trustees of the Fund who are not "interested persons" of the
Fund shall be committed to the discretion of such disinterested Trustees but
that nothing in the Plan shall prevent the involvement of others in such
selection and nomination if the final decision on any such selection and
nomination is approved by a majority of such disinterested Trustees.
The Plan requires the Fund's Adviser at least quarterly to report in
writing to the Fund's Trustees for their review on all costs of each item
specified in the second preceding paragraph (making estimates of such costs
where necessary or desirable) during the preceding calendar or fiscal quarter.
22
<PAGE> 50
The Plan shall continue in effect from year to year only so long as
such continuance is specifically approved at least annually by the Fund's
Trustees and its Independent Trustees by a vote cast in person at a meeting
called for the purpose of voting on such continuance. The Plan may be terminated
at any time by vote of a majority of the Independent Trustees or by the vote of
the holders of a "majority" (as defined in the 1940 Act) of the outstanding
voting securities of the Fund. The Plan may not be amended to increase
materially the amount of payments to be made without shareholder approval as set
forth above, and all amendments must be approved by the Fund's Trustees and its
Independent Trustees by a vote cast in person at a meeting called for such
purpose.
BROKERAGE ALLOCATION AND OTHER PRACTICES
The Fund did not pay any brokerage commissions during the three year
period ending October 31, 1999. The Fund usually incurs little or no brokerage
costs as it deals directly with the selling or purchasing principal or market
maker without incurring charges for the services of a broker on its behalf.
Purchases of Obligations from underwriters include a commission or concession
paid by the issuer to the underwriter, and purchases from dealers include a
spread between the bid and asked price. The Fund seeks to obtain prompt
execution of orders at the most favorable net price and directs brokerage to
dealers based upon best execution and availability of securities. All principal
transactions are with unaffiliated parties.
Neither the Fund nor the Adviser has any agreements related to the
execution of the Fund's trades. The Fund may participate, if and when
practicable, in bidding for the purchase of municipal bonds directly from an
issuer for the Fund's portfolio in order to take advantage of the lower purchase
price available to members of a bidding group. The Fund will engage in this
practice, however, only when the Adviser, in its sole discretion, believes such
practice to be otherwise in the Fund's interest.
COMPUTATION OF NET ASSET VALUE
The net asset value of the Fund's shares is determined at 4:30 p.m.,
Eastern time on each day the New York Stock Exchange is open by dividing the
value of the Fund's net assets by the total number of its shares then
outstanding.
Securities having a remaining maturity of less than sixty days when
purchased and securities originally purchased with maturities in excess of sixty
days but which currently have maturities of sixty days or less are valued at
cost adjusted for amortization of premiums and accretion of discounts. All other
portfolio securities are valued at the mean between bid and asked quotations
which, for Rhode Island Obligations, may be obtained from a reputable pricing
service or from one or more broker/dealers dealing in Rhode Island Obligations
either of which may, in turn, obtain quotations from broker/dealers or banks
which deal in specific issues. However, since Rhode Island Obligations are
ordinarily purchased and sold on a "yield" basis by banks or dealers which act
for their own account and do not ordinarily make continuous offerings,
quotations obtained from such sources may be subject to greater fluctuations
than is warranted by prevailing market conditions. Accordingly, some or all of
the Rhode Island
23
<PAGE> 51
Obligations in the Fund's portfolio may be priced, with the approval of the
Fund's Board of Trustees, by differential comparisons to the market in other
municipal bonds under methods which include consideration of the current market
value of tax-free debt instruments having varying characteristics of quality,
yield and maturity. Any securities or assets for which market quotations are not
readily available are valued at their fair value as determined in good faith
under procedures established by and under the general supervision and
responsibility of the Fund's Board of Trustees. In the case of Rhode Island
Obligations, such procedures may include "matrix" comparisons to the prices for
other tax-free debt instruments on the basis of the comparability of their
quality, yield, maturity and other special factors, if any, involved. With the
approval of the Fund's Board of Trustees, the Adviser may at its own expense
employ a pricing service, bank or broker/dealer experienced in such matters to
perform any of the above described functions.
As indicated above, the Net Asset Value per share of the Fund's shares
will be determined on each day that the New York Stock Exchange is open. That
Exchange annually announces the days on which it will not be open. The most
recent announcement indicates that it will not be open on the following days:
New Year's Day, Martin Luther King Day, President's Day, Good Friday, Memorial
Day (observed), Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
However, that Exchange may close on days not included in that announcement.
The Fund's Trustees and officers and the directors, officers and
certain employees and representatives of the Adviser, the Distributor and
Selected Dealers, and certain plans for their benefit, may buy the Fund's Class
A Shares at Net Asset Value without a sales charge. These purchasers must meet
certain tests under the 1940 Act and must give written assurance that the
purchase is for investment and that the shares will not be resold except through
redemption. There may be tax consequences arising from such purchases.
Purchasers should consult their own tax counsel.
REASONS FOR DIFFERENCES IN PUBLIC OFFERING PRICE
As described herein and in the Prospectus, there are a number of
instances in which the Fund's shares are sold or issued on a basis other than
the maximum public offering price, that is, the Net Asset Value plus the highest
sales charge. Some of these relate to lower or eliminated sales charges for
larger purchases, whether made at one time or over a period of time as under a
Letter of Intent or right of accumulation. (See the table of sales charges in
the Prospectus.) The reasons for these quantity discounts are, in general, that
(i) they are traditional and have long been permitted in the industry and are
therefore necessary to meet competition as to sales of shares of other funds
having such discounts; (ii) certain quantity discounts are required by rules of
the National Association of Securities Dealers, Inc. (as are elimination of
sales charges on the reinvestment of dividends and distributions); and (iii)
they are designed to avoid an unduly large dollar amount of sales charge on
substantial purchases in view of reduced selling expenses. Quantity discounts
are made available to certain related persons ("single purchasers") for reasons
of family unity and to provide a benefit to tax-exempt plans and organizations.
24
<PAGE> 52
The reasons for the other instances in which there are reduced or
eliminated sales charges are as follows. Sales without sales charge are
permitted to Trustees, officers and certain others due to reduced or eliminated
selling expenses and in order to aid in the development of sound employee
relationships, encourage responsibility and promote an identification with the
aims and policies of the Fund. Limited reinvestments of redemptions at no sales
charge are permitted to attempt to protect against mistaken or incompletely
informed redemption decisions. Shares may be issued at no sales charge in plans
of reorganization due to reduced or eliminated sales expenses and since, in some
cases, such issuance is exempted in the 1940 Act from the otherwise applicable
restrictions as to what sales charge must be imposed. In no case in which there
is a reduced or eliminated sales charge are the interests of existing
shareholders adversely affected since, in each case, the Fund receives the Net
Asset Value per share of all shares sold or issued.
TAX INFORMATION
If the Fund qualifies as a "regulated investment company" under the
Internal Revenue Code (the "Code"), it will not be liable for Federal income
taxes on amounts paid by it as dividends and distributions. The Fund has so
qualified and expects to continue to do so. However, the Code contains a number
of complex tests relating to such qualification and it is possible that the Fund
might not meet one or more of these tests in any particular year. If it does not
so qualify, it would be treated for tax purposes as an ordinary corporation,
would receive no tax deduction for payments made to shareholders and would be
unable to pay "exempt-interest dividends" as discussed below.
One of the tests for such qualifications is, in general, that at the
end of each fiscal quarter of the Fund, at least 50% of the value of its assets
must consist of (i) cash; (ii) U.S. Government Obligations; and (iii) securities
of any one issuer which do not exceed 5% of the value of the Fund's assets, nor
more than 10% of the outstanding voting securities of such issue.
In addition, the Code imposes a nondeductible excise tax on the Fund
equal to 4% of the excess, if any, of the required distribution over the amount
actually distributed for a calendar year. The Fund intends to make the required
distributions and thereby to avoid any such excise tax.
For dividends and distribution purposes, realized gains and losses
would include those gains and losses on Futures which are required to be
reported for Federal income tax purposes. Gains from the closing out of Futures
are not free from Federal income tax and thus cannot be included in the
"exempt-interest dividends" (see below) the Fund pays. Instead, any such gains
will be taxable to shareholders for Federal income tax purposes when the Fund
distributes them.
In addition, the Fund intends to qualify during each fiscal year under
the Code to pay "exempt-interest dividends" to its shareholders. Exempt-interest
dividends which are derived from net income earned by the Fund on Rhode Island
obligations will be excludable from gross income of the shareholders for Federal
income tax purposes and, therefore, tax-free. A shareholder receiving a dividend
from net interest income earned by the Fund from one or more of (i) Taxable
Short-Term Obligations; (ii) income from repurchase agreements and securities
25
<PAGE> 53
loans; and (iii) an excess of net short-term capital gain over net long-term
capital loss, treats the dividend as a receipt of ordinary income in the
computation of his gross income regardless of whether it is reinvested in Fund
shares. In addition, gain on the disposition of a tax-exempt obligation or any
other market discount bond that is acquired after April 30, 1993 for a price
that is less than the principal amount of the bond generally will be treated as
ordinary income (instead of capital gain) to the extent of accrued market
discount.
Long-term gains distributions, if any, are taxable to shareholders as
long-term capital gains irrespective of the length of time a shareholder has
held his stock and regardless of whether the distributions are reinvested in
Fund shares. Long-term gains distributions are not eligible for the dividend
received deduction for corporations. Even if the Fund has a net realized capital
gains in any taxable year, the amount of any distribution may be reduced or
eliminated by an applicable capital loss carryover.
Information as to the tax status of the Fund's dividends and
distributions will be mailed to shareholders annually. Under the Code,
tax-exempt interest on private activity bonds issued after August 7, 1986, other
than qualified 501(c)(3) bonds, constitutes a tax preference subject to the
Federal individual and corporate alternative minimum tax. To the extent the Fund
invests in these bonds, individual and corporate shareholders, depending on
their status, might be subject to the alternative minimum tax on the part of the
Fund's distributions derived from the bonds. Interest income on Municipal
Obligations is included in corporate "earnings and profits" for purposes of
computing the Federal alternative minimum tax applicable to corporations. In
addition, certain corporate shareholders may be subject to a Federal
"environmental" tax on the Fund's dividends for taxable years beginning after
December 31, 1986.
Interest on loans to purchase shares of the Fund may not be deducted
for Federal tax purposes. Under rules used by the Internal Revenue Service for
determining when borrowed funds are deemed used for the purpose of purchasing or
carrying particular assets, the purchase of shares of the Fund may be considered
to have been made with borrowed funds even though the borrowed funds are not
directly traceable to the purchase of shares. Furthermore, in view of Section
147(a) of the Code, persons who are "substantial users" (or persons related
thereto) of facilities financed by industrial development bonds should consult
their own tax advisers before purchasing shares, since the income from those
obligations may not be tax exempt for substantial users.
Under the Tax Reform Act of 1986, instead of separate volume limits for
most private activity bonds and for qualified mortgage bonds, a single annual
volume cap, effective for bonds issued after August 15, 1986, covers exempt
facility bonds, small issue bonds, qualified redevelopment bonds, student loan
bonds, qualified mortgage bonds and private loan bonds. Bonds not covered by a
volume cap include qualified 501(c)(3) bonds, exempt facility bonds for
governmentally owned airports and docks and moors, and exempt facility bonds for
solid waste disposal facilities, if all property financed with the bonds is
governmentally owned.
The new unified annual volume cap for each state after 1987, is equal
to the greater of $50 per resident of the state or $150 million. The $150
million limit will apply to Obligations of
26
<PAGE> 54
Rhode Island issuers. Consequently, relative to states with greater populations
which will be subject to the dollar per resident limitation, Rhode Island will
have greater ability to finance various projects on a tax exempt basis because
it will be able to issue more bonds per resident, since it is subject to the
higher cap. In recent years the demand for Rhode Island Obligations has exceeded
supply, which tends to increase bond prices and reduce yields. The Fund, as one
of the largest purchasers of Rhode Island Obligations, may not be as adversely
affected by these market forces as other investors.
TAX EFFECTS OF REDEMPTIONS
If you redeem your shares, you will have a short- or long-term
(depending on how long you have held your shares) gain or loss (depending on
whether you receive more or less on the redemption than your tax basis, usually
cost). However, if the shares redeemed (or sold or exchanged) were held for not
more than six months (commencing on an original purchase or an exchange), any
short-term capital loss is disallowed to the extent of any exempt-interest
dividend on these shares. However, the Treasury may, by regulation, prescribe a
shorter holding period than six months in the case of a regulated investment
company which distributes at least 90% of its net tax-exempt interest.
If you have a gain on a redemption, some of it may represent interest
on Rhode Island Obligations earned but not yet paid out. If you wait to redeem
until shortly after you are entitled to receive the next dividend, all or most
of the dividend will be tax exempt, while the gain would have been taxable.
RHODE ISLAND TAX INFORMATION
The Fund, and dividends and distributions made by the Fund to Rhode
Island residents, will generally be treated for Rhode Island income tax purposes
in the same manner as they are treated under the Code for Federal income tax
purposes. Under Rhode Island law, however, interest derived from obligations of
States (and their political subdivisions) other than Rhode Island will not be
exempt from Rhode Island income taxation. (Interest derived from obligations of
the following is exempt from Rhode Island income taxation: Guam, Puerto Rico,
and the Virgin Islands).
Persons or entities who are not Rhode Island residents should not be
subject to Rhode Island income taxation on dividends and distributions made by
the Fund but may be subject to other State and local taxes.
FUND HISTORY
DESCRIPTION OF THE FUND
The Fund is the sole investment portfolio of the Trust, an open-end,
non-diversified investment company organized in August 1986 as a Massachusetts
business trust.
27
<PAGE> 55
The Declaration of Trust permits the Trustees to issue an unlimited
number of full and fractional shares. Each share represents an equal
proportionate interest in the Fund with each other share. Upon liquidation of
the Fund, shareholders are entitled to share pro rata in the net assets of the
Fund available for distribution. All shares are presently of the same class.
Shareholders are entitled to one vote for each full share held and fractional
votes for fractional shares held. The holders of shares have no pre-emptive or
conversion rights. Shares are fully paid and nonassessable. The Fund may be
terminated upon the vote of the holders of a majority of the outstanding shares
of the Fund or by the Trustees by written notice to the shareholders. If not so
terminated, the Fund will continue indefinitely.
Under the 1940 Act, shareholders of record of at least two-thirds of
the outstanding shares of the Trust may remove a Trustee through a declaration
in writing or by vote cast in person or by proxy at a meeting called for such
purpose. The Trustees are required promptly to call a meeting of shareholders
for the purposes of voting upon the question of removal of any Trustee when
requested in writing to do so by the shareholders of record of not less than 10%
of the Trust's outstanding shares.
POSSIBLE ADDITIONAL SERIES
The Trustees may create additional classes of shares which may differ
from each other as provided in the rules and regulations of the Securities and
Exchange Commission or by exemptive order. The Trustees may also create
additional series of shares, each of which may have separate assets and
liabilities, which would be designated as a separate "series" or "fund".
Under Rule 18f-2 under the 1940 Act, as to any investment company which
has two or more series outstanding as to any matter required to be submitted to
shareholder vote, such matter is not deemed to have been effectively acted upon
unless approved by the holders of a "majority" (as defined in that Rule) of the
voting securities of each series affected by the matter. Such separate voting
requirements do not apply to the election of trustees or the ratification of the
selection of accountants. The Rule contains special provisions for cases in
which an advisory contract is approved by one or more, but not all, series. A
change in investment policy may go into effect as to one or more series whose
holders so approve the change even though the required vote is not obtained as
to the holders of other affected series.
LIABILITY AND INDEMNIFICATION OF SHAREHOLDERS AND TRUSTEES
Under Massachusetts law, shareholders of the Trust may, under certain
circumstances, be held personally liable as partners for the obligations of the
Trust. The Declaration of Trust contains an express disclaimer of shareholder
liability of 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 Trust or the Trustees. The Declaration of Trust provides for
indemnification out of the Trust's property of any shareholder held personally
liable for the obligations of the Trust. The Declaration of Trust also provides
that the Trust shall, upon request, assume the defense of any claim made against
any shareholder for any act or obligation of the Trust and satisfy any judgment
thereon. Thus, a shareholder will incur financial loss only
28
<PAGE> 56
when the Trust is unable to meet its obligations. If the Trust had two or more
funds or series, and if any such fund or series were to be unable to meet the
Trust's obligations, such other fund or series would be subject to such
obligations, with a corresponding increase in the risk of shareholder liability.
The Declaration of Trust also provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law. The Declaration of
Trust does not protect a Trustee against liability to which he would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office.
CUSTODIAN AND INDEPENDENT AUDITORS
The Fund's Custodian, PFPC Trust Company, is responsible for holding
the Fund's assets. The financial statements of the Fund and the financial
highlights incorporated herein by reference have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon and incorporated
herein by reference.
FINANCIAL STATEMENTS
The following financial statements of the Fund, together with the
report of Ernst & Young LLP, independent auditors, are included in the Annual
Report to Shareholders which accompanies this Additional Statement and are
incorporated herein by reference:
1. Statement of Assets and Liabilities as of October 31, 1999
2. Statement of Operations for the fiscal year ended October 31,
1999
3. Statement of Changes in Net Assets for each of the two fiscal
years in the period ended October 31, 1999
4. Financial Highlights for each of the periods indicated therein
5. Notes to Financial Statements
6. Schedule of Portfolio Investments as of October 31, 1999
29
<PAGE> 57
APPENDIX A
DESCRIPTION OF MUNICIPAL BOND RATINGS
MUNICIPAL BOND RATINGS
Standard & Poor's. A Standard & Poor's municipal obligation rating is a
current assessment of the creditworthiness of an obligor with respect to a
specific obligation. This assessment may take into consideration obligors such
as guarantors, insurers or lessees.
The debt rating is not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or suitability for
a particular investor.
The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable. Standard
& Poor's does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended or withdrawn as a result of changes in, or unavailability of, such
information, or for other circumstances.
The ratings are based, in varying degrees, on the following
considerations:
- Likelihood of default - capacity and willingness of the obligor
as to the timely payment of interest and repayment of principal
in with the terms of the obligation;
- Nature of and provisions of the obligation;
- Protection and relative position of, the obligation in the event
of bankruptcy, reorganization or other arrangement under the laws
of bankruptcy and other laws affecting creditors' rights.
Standard & Poor's Rating Service. A brief description of the applicable Standard
& Poor's rating symbols and their meaning follows:
AAA Debt rated "AAA" has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely
strong.
AA Debt rated "AA" has a very strong capacity to pay interest and
repay principal and differs from the highest rated issues only
small degree.
A Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
debt in higher rated categories.
30
<PAGE> 58
BBB Debt rated "BBB" is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this
category than in higher rated categories.
Plus (+) or Minus (-): The ratings from "AA" to "B" may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.
Provisional Ratings: The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the debt being rated and indicates that payment of
debt service requirements is largely or entirely dependent upon the successful
and timely completion of the project. This rating, however, while addressing
credit quality subsequent to completion of the project, makes no comment on the
likelihood of, or the risk of default upon failure of, such completion. The
investor should exercise his own judgment with respect to such likelihood and
risk.
Moody's Investors Service. A brief description of the applicable
Moody's Investors Service rating symbols and their meaning follows:
Aaa Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred
to as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong
position of such issues.
Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to impairment
some time in the future.
Baa Bonds which are rated Baa are considered as medium grade obligations;
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics well.
31
<PAGE> 59
Bonds in the Aa, A, Baa, Ba and B groups which Moody's believes possess the
strongest investment attributes are designated by the symbols Aa1, A1, Baa1, Ba1
and B1.
Moody's Short Term Loan Ratings - There are four rating categories for
short-term obligations, all of which define an investment grade situation. These
are designated Moody's Investment Grade as MIG 1 through MIG 4. In the case of
variable rate demand obligations (VRDOs), two ratings are assigned; one
representing an evaluation of the degree of risk associated with scheduled
principal and interest payments, and the other representing an evaluation of the
degree of risk associated with the demand feature. The short-term rating
assigned to the demand feature of VRDOs is designated as VMIG. When no rating is
applied to the long or short-term aspect of a VRDO, it will be designated NR.
Issues or the features associated with MIG or VMIG ratings are identified by
date of issue, date of maturity or maturities or rating expiration date and
description to distinguish each rating from other ratings. Each rating
designation is unique with no implication as to any other similar issue of the
same obligor. MIG ratings terminate at the retirement of the obligation while
VMIG rating expiration will be a function of each issues specific structural or
credit features.
MIG1/VMIG1 This designation denotes best quality. There is
present strong protection by established cash flows,
superior liquidity support or demonstrated broadbased
access to the market for refinancing.
MIG2/VMIG2 This designation denotes high quality. Margins of
protection are ample although not so large as in the
preceding group.
MIG3/VMIG3 This designation denotes favorable quality. All
security elements are accounted for but there is
lacking the undeniable strength of the preceding
grades. Liquidity and cash flow protection may be
narrow and market access for refinancing is likely to
be less well established.
MIG4/VMIG4 This designation denotes adequate quality. Protection
commonly regarded as required of an investment
security is present and although not distinctly or
predominantly speculative, there is specific risk.
32
<PAGE> 60
PART C
OTHER INFORMATION
Item 23. Exhibits
Exhibits.
(a) Copy of Declaration of Trust of the Registrant is incorporated
herein by reference to Exhibit (1) of Registrant's Registration Statement filed
on August 5, 1986.
(1) Copy of First Amendment to Declaration of Trust dated December 28,
1987 is incorporated by reference to Exhibit (1) (a) of Post-Effective Amendment
No. 2 filed on December 31, 1987.
(2) Copy of Second Amendment to Declaration of Trust dated May 5, 1988
is incorporated by reference to Exhibit (1)(b) of Post-Effective Amendment No. 4
filed on February 28, 1989.
(b) Copy of By-laws of the Registrant is incorporated herein by
reference to Exhibit (2) of Registrant's Registration Statement filed on August
5, 1986.
(c) Specimen copy of share certificate for shares of beneficial
interest of the Registrant is incorporated herein by reference to Exhibit (4) of
Pre-Effective Amendment No. 2 filed on November 19, 1986.
(d) Investment Advisory Agreement between the Registrant and Van Liew
Capital Inc. incorporated by reference to Exhibit 5(c) of Registrant's
Registration Statement filed on December 31, 1987.
(e) (1) Form of Sales Agreement incorporated herein by reference to
Exhibit 6(b) of Registrant's Registration Statement filed on August 5, 1986.
(2) Form of Bank Correspondent Agreement incorporated herein by
reference to Exhibit 6(c) of Post-Effective Amendment No. 3 to Registrant's
Registration Statement filed on December 30, 1988.
(f) Not Applicable.
(g) Custodian Agreement between the Registrant and Provident National
Bank incorporated herein by reference to Exhibit (8) of Pre-Effective Amendment
No. 2 filed on November 19, 1986.
<PAGE> 61
(h) Transfer Agency Agreement between the Registrant and Provident
Financial Processing Corporation incorporated herein by reference to Exhibit (9)
of Pre-Effective Amendment No. 2 filed on November 19, 1986.
*(i) Opinion of Counsel as to legality of shares and Consent of
Counsel.
*(j)(1) Consent of Ernst & Young LLP, Independent Auditors.
*(j)(2) Power of Attorney
*(k) Financial Data Schedule.
(l) (1) Agreement relating to initial capitalization of the Registrant
incorporated herein by reference to Exhibit (13) of Pre-Effective Amendment No.
2 filed on November 19, 1986.
(l) (2) Distribution Agreement between Registrant and Van Liew
Securities Inc. dated as of May 31, 1990 incorporated by reference to Exhibit
6(d) of Amendment No. 6 to Registrant's Registration Statement filed on February
28, 1991.
(m) Distribution Plan incorporated herein by reference to Exhibit (15)
to Registrant's Registration Statement filed on August 5, 1986.
(n) Not Applicable.
(o) Not Applicable.
*(p) Form of Amended and Restated Code of Ethics.
--------------------
* Filed herewith
Item 24. Persons Controlled by or Under Common Control with Registrant.
None.
Item 25. Indemnification.
Indemnification is incorporated herein by reference to Item 27 of
Registrant's Pre-Effective Amendment No. 2 filed on November 19, 1986.
2
<PAGE> 62
Item 26. Business and other Connections of Investment Adviser.
Van Liew Capital Inc. is the investment adviser and administrator of
the Registrant. For information as to the business, profession, vocation or
employment of a substantial nature of Van Liew Capital Inc., its officers and
directors, reference is made to the Form ADV filed under the Investment Advisers
Act of 1940 by it.
Item 27. Principal Underwriters.
(a) Van Liew Securities Inc., the Distributor for the Registrant's
securities, currently does not act as a principal underwriter, depositor or
investment adviser to any other investment companies.
(b) The table below sets forth certain information as to the
Distributor's partners and officers:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Positions and Offices with
Business Address Distributor Registrant
---------------- ----------- ----------
<S> <C> <C>
Alfred B. Van Liew Director Trustee and President
One Regency Plaza, Suite One
Providence, Rhode Island 02903
Kevin M. Oates President and Treasurer Treasurer
One Regency Plaza, Suite One
Providence, Rhode Island 02903
Joseph J. Healy Principal Vice President
One Regency Plaza, Suite One
Providence, Rhode Island 02903
</TABLE>
(c) Not applicable.
Item 28. Location of Accounts and Books.
(1) PNC Bank, N.A. (records relating to its functions as custodian).
3
<PAGE> 63
(2) PFPC, Inc. (records relating to its functions as transfer agent and
shareholder servicing agent).
(3) Van Liew Capital Inc. (records relating to its functions as
investment adviser and administrator and Registrant's Declaration of Trust,
Bylaws and Minute Books).
Item 29. Management Services.
Other than as set forth under the captions "Management Arrangements" in
the Prospectus and "Additional Information as to Management Arrangements" in the
Additional Statement constituting Part A and Part B, respectively, of this
Registration Statement, Registrant is not a party to any management-related
service contract.
Item 30. Undertakings.
None.
4
<PAGE> 64
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant had duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Providence, and State of Rhode Island, on the
31st day of January, 2000.
VLC TRUST
ON BEHALF OF
OCEAN STATE TAX-EXEMPT FUND
By: /s/ Joseph J. Healy
-----------------------------------
Joseph J. Healy, Vice President
WITNESS our hands on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
<TABLE>
<S> <C> <C>
Trustee and President
Principal Executive
* Officer January 31, 2000
- -----------------------
Alfred B. Van Liew
Treasurer (Chief
Financial and Accounting
Officer)
/s/ Kevin M. Oates January 31, 2000
- -----------------------
Kevin M. Oates
*
- -----------------------
MILTON C. BICKFORD, JR. Trustee January 31, 2000
*
- -----------------------
MICHAEL E. HOGUE Trustee January 31, 2000
*
- -----------------------
ALICE M. MACINTOSH Trustee January 31, 2000
- -----------------------
RICHARD A. PLOTKIN Trustee
</TABLE>
5
<PAGE> 65
<TABLE>
<S> <C> <C>
- -----------------------
JOHN H. ST. SAUVEUR Trustee
*
- -----------------------
THOMAS R. WESCHLER Trustee January 31, 2000
*Attorney-in-fact January 31, 2000
/s/ Samuel H. Hallowell as to the above
- -----------------------
Samuel H. Hallowell
</TABLE>
6
<PAGE> 66
VLC Trust
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Document Page
- ------- -------- ----
<S> <C> <C>
(i) Opinion of Counsel as to Legality of
Shares and Consent of Counsel
(j)(1) Consent of Ernst & Young LLP,
Independent Auditors
(j)(2) Power of Attorney
(n) Financial Data Schedule
(p) Form of Amended and Restated Code of
Ethics
</TABLE>
7
<PAGE> 1
EXHIBIT (i)
January 31, 2000
The Board of Trustees
Ocean State Tax-Exempt Fund
(the portfolio of VLC Trust)
One Regency Plaza, Suite One
Providence, Rhode Island 02903
Gentlemen:
We have acted as counsel to Ocean State Tax-Exempt Fund (the "Fund"),
the portfolio of VLC Trust, a Massachusetts business trust (the "Trust"), in
connection with the organization of the Trust and Fund. Acting in such capacity,
we are furnishing this opinion to be filed as Exhibit (i) to Post-Effective
Amendment No. 15 to the Registration Statement on Form N-1A of the Trust (the
"Registration Statement") which was originally filed with the Securities and
Exchange Commission (the "SEC") on August 5, 1986, Registration No. 33-7788.
We have examined and are familiar with originals or copies, certified
or otherwise identified to our satisfaction, of the Agreement and Declaration of
Trust of the Trust made August 1, 1986, as amended on December 28, 1987 and May
5, 1988 (the "Declaration of Trust"), the Bylaws of the Trust (the "Bylaws"),
and such other records of the Trust and the Fund as we have deemed necessary in
connection with rendering this opinion.
Based on the foregoing, we are of the opinion that:
1. The Trust is a Massachusetts business trust validly organized and
legally existing under the laws of Massachusetts and is authorized to issue an
unlimited number of shares of beneficial interest, par value $.01 per share (the
"Shares").
2. The Trust's Registration Statement under the Securities Act of 1933
as amended, and the Investment Company Act of 1940 as amended covering an
indefinite number of Shares of the Fund has become effective, and upon the
qualification of the Shares of the Fund for sale in the states where such Shares
are to be sold, the Shares of the Fund will, upon sale and issuance thereof in
the manner contemplated by the Registration Statement as amended, be validly
issued, fully paid and non-assessable.
8
<PAGE> 2
Under Massachusetts law, shareholders of a business trust may, in
certain circumstances, be held personally liable as partners for the obligations
of the trust. However, in the case of the Trust, the Declaration of Trust
contains an express disclaimer of shareholder liability for acts or obligations
of each portfolio (the "Portfolio") of the Trust and requires that notice of
such disclaimer be given in each instrument entered into or executed by the
Trust. The Declaration of Trust also provides for indemnification out of a
Portfolio's property for any shareholder of such Portfolio held personally
liable for any of the Portfolio's obligations. Thus, the economic risk resulting
from a shareholder being personally liable as a partner for obligations of a
Portfolio is limited to the circumstances in which the Portfolio itself would be
unable to meet its obligations.
We have not reviewed the securities laws of any state or territory in
connection with the proposed offering of Shares, and we express no opinion as to
the legality of any offer or sale of Shares under any such state or territorial
securities laws.
This opinion is intended only for your use in connection with the
offering of Shares, and may not be relied upon by any other person.
We consent to the filing of this opinion as Exhibit (i) to
Post-Effective Amendment No. 15 to the Registration Statement and to the
reference to our firm under the caption "Counsel" in the Prospectus which is
part of the Registration Statement.
Very truly yours,
/s/
HINCKLEY, ALLEN & SNYDER LLP
9
<PAGE> 1
EXHIBIT (j)(l)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the references to our firm under the captions "Financial
Highlights" in the Class A Prospectus and "Custodian And Independent Auditors"
and "Financial Statements" in the Class A Statement of Additional Information in
Post-Effective Amendment Number 15 to the Registration Statement (Form N-1A, No.
33-7788) of VLC Trust.
We also consent to the incorporation by reference into the Class A
Statement of Additional Information of our report dated December 10, 1999 on the
financial statements included in the Annual Report of the Ocean State Tax Exempt
Fund (a series of VLC Trust) for the year ended October 31, 1999.
/s/
ERNST & YOUNG LLP
Boston, Massachusetts
January 28, 2000
10
<PAGE> 1
EXHIBIT (j)(2)
VLC TRUST
POWER OF ATTORNEY
We, the undersigned officers and trustees of the VLC Trust (the
"Trust"), hereby severally constitute and appoint Alfred B. Van Liew, Samuel H.
Hallowell, Jr. and Kevin M. Oates, and each of them singly, our true and lawful
attorneys, with full power to them and each of them, to sign for us, and in our
hands and in the capacities indicated below, any and all Post-Effective
Amendments to the Trust's Registration Statement on Form N-1A and to file the
same, with all exhibits thereto, and other documents therewith, with the
Securities and Exchange Commission, granting unto said attorneys, and each of
them, acting alone, full authority and power to do and perform each and every
act and thing requisite or necessary to be done in the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys or any of them lawfully do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned have set their hands on the date
written.
<TABLE>
<S> <C> <C>
/s/ Alfred B. Van Liew Trustee and President November 22, 1999
- ----------------------- (Principal Executive Officer)
(Alfred B. Van Liew)
/s/ Kevin M. Oates Treasurer (Chief Financial November 22, 1999
- ----------------------- and Accounting Officer)
(Kevin M. Oates)
/s/ Milton C. Bickford Trustee November 22, 1999
- -----------------------
(Milton C. Bickford)
/s/ Michael E. Hogue Trustee November 22, 1999
- -----------------------
(Michael E. Hogue)
/s/ Alice M. Macintosh Trustee November 22, 1999
- -----------------------
(Alice M. Macintosh)
Trustee
- -----------------------
(Richard A. Plotkin)
Trustee
- -----------------------
(John H. St. Sauveur)
/s/ Thomas R. Weschler Trustee November 22, 1999
- -----------------------
(Thomas R. Weschler)
</TABLE>
<PAGE> 1
EXHIBIT (p)
OCEAN STATE TAX-EXEMPT FUND
AMENDED AND RESTATED CODE OF ETHICS
INTRODUCTION
(1) General
This Amended and Restated Code of Ethics is dated as of February 10,
2000. Rule 17j-1 under the Investment Company Act of 1940 (the "1940 Act") makes
it unlawful for certain persons to engage in "fraudulent" practices in
connection with purchases or sales by those persons of securities when those
securities are held or to be acquired by an investment company. The rule also
requires every investment company's investment adviser and principal underwriter
to adopt a Code of Ethics containing provisions "reasonably necessary to
prevent" such fraudulent practices by so called "access persons."
The Fund is an investment company covered by the rule. Van Liew Capital
Inc. ("VLC") is its investment adviser and administrator and Van Liew Securities
Inc. ("VLS") is its Distributor. This document constitutes the Code of Ethics
required by Rule l7j-1.
(2) Fraudulent Practices: Covered Persons
Rule 17j-1 makes it unlawful for every officer, director, or employee of
the Fund, VLC and VLS ("Covered Persons") to:
a. employ any device, scheme or artifice to defraud the Fund;
b. to make to the Fund any untrue statement of a material fact or
omit to state to the Fund a material fact necessary in order to
make the statements made, in light of the circumstances under
which they are made, not misleading;
c. to engage in any act, practice or course of business which
operates or would operate as a fraud or deceit upon the Fund; or
d. to engage in any manipulative practice with respect to the Fund.
(3) Access Persons
Although all Covered Persons are subject to the prohibitions of Rule
17j-1 against fraudulent practices, the Code of Ethics and the reporting
requirements contained therein apply to a narrower class of "access persons".
For purposes of this Code, "access person" means:
a. every director and officer of the Fund and VLC;
<PAGE> 2
b. every "advisory person" of the Fund and VLC. An advisory person
is an employee who, in connection with his regular functions or
duties, makes, participates in, or obtains information regarding
the purchase or sale of a security by the Fund, or whose
functions relate to the making of any recommendations with
respect to such purchases or sales; and any natural person in a
control relationship with the Fund or VLC who obtains
information concerning recommendations made to the Fund with
regard to the purchase and sale of a security; and
c. any director, officer or general partner of VLS who in the
ordinary course of his business makes, participates in or
obtains information regarding the purchase or sale of securities
for the Fund or whose functions or duties as part of the
ordinary course of his business relate to the making of any
recommendation to the Fund regarding the purchase or sale of
securities.
(4) Reporting Obligations
Access persons shall, within 10 days of becoming an access person, file the
Holdings Report attached hereto as Appendix B. Access persons shall file the
Quarterly Transactions Report attached hereto as Appendix A not later than 10
days after the end of each quarter. Access persons shall file the Holdings
Report annually not later than 30 days after the end of each year. The Secretary
of the Fund shall notify all access persons of their obligations under Rule
17j-1 and the Code. The President of the Fund shall review all initial and
annual holdings and quarterly transaction reports, and promptly consider all
requests pursuant to the provisions of the Code. If problems arise, the
President may attempt to resolve those problems informally, but he has the
authority to recommend sanctions to the Board of Trustees where appropriate. The
President will make an annual written report to the Board of Trustees that (i)
describes any issues related to compliance with this code of ethics and (ii)
certifies that procedures have been adopted reasonably necessary to prevent
violations of this code of ethics. Subject to the authority of the Board of
Trustees, the President and Chairman of the Board of the Fund shall have broad
discretion to administer the Code so as to achieve its purposes and prevent the
problems that Rule 17j-1 was designed to resolve.
ETHICAL RESPONSIBILITIES
(1) All Employees
As stated above, the substantive anti-fraud provisions of Rule 17j-1
apply to every employee of the Fund, VLC and VLS. Accordingly, everyone in the
VLC and VLS organizations should appreciate the need to behave in an ethical
manner with respect to the Fund. In particular, all employees who are involved
in any way with the activities of the Fund should be wary of any potential
conflicts between their duty of loyalty to the Fund and their own financial
interests, particularly with respect to their own securities
2
<PAGE> 3
trading activities. Employees should take care to preserve the confidentiality
of the Fund's business affairs. Employees who are not "access persons" but who
become aware of proposed Fund securities transactions should not engage in
transactions in those same securities without the permission of the President of
the Fund. Otherwise, employees who are not access persons are not limited in
their personal securities transactions by this Code, but such employees are
encouraged to consult with the Secretary or the President of the Fund if they
have any doubts about the applicability of the Code to any proposed transaction.
(2) Advisory Persons
Advisory persons must obtain prior written approval from the President
of the Fund before acquiring, directly or indirectly, beneficial ownership of
any securities through:
(a) an initial public offering; or
(b) a limited offering.
For purposes of this code of ethics, an "initial public offering" means
an offering of securities registered under the Securities Act of 1933 (the "1933
Act"), the issuer of which, immediately before the registration, was not subject
to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934. A "limited offering" means an offering that is exempt from
registration under the 1933 Act pursuant to Section 4(2) or 4(6) or pursuant to
Rule 504, Rule 505, or Rule 506 under the 1933 Act.
(3) Access Persons
Access Persons have additional responsibilities under this Code and
under Rule 17j-1.
a. General
Access persons who have supervisory responsibility should take
reasonable steps to protect against violations of Rule 17j-1 by employees for
whom they are responsible. Supervisors are not expected to guarantee the conduct
of their employees but they should be alert to possible problems. In addition,
access persons who become aware of violations of Rule 17j-1 or actions
inconsistent with this Code are expected to take steps to correct such problems.
Depending on the gravity of the situation, it may be appropriate for an access
person to bring a problem to the attention of the President of the Fund. The
President may agree to handle such matters in confidence, subject to the right
of the Board of Trustees to obtain information about any activities of the
President.
b. Personal Transactions
3
<PAGE> 4
Access Persons will be guided by the following rules in connection with
transactions in securities held or to be acquired by the Fund(1):
(i) Disinterested trustees of the Fund shall not purchase or sell a
security that the trustee knows is to be sold or acquired by the Fund, without
first obtaining written authorization of the Fund's President or Chairman of the
Board;
(ii) access persons who, in connection with their regular functions or
duties do not make or participate in decisions regarding the purchase or sale of
securities for the Fund, obtain information (other than publicly available
information) regarding such purchases or sales, or make or participate in the
making of recommendations in connection with such purchases or sales, shall not
purchase or sell a security that the access person as described in this
paragraph knows is to be sold or acquired by the Fund, without first obtaining
written authorization of the Fund's President or Chairman of the Board;
(iii) other access persons shall not purchase or sell a security held or
to be acquired by the Fund (other than on behalf of the Fund) without first
obtaining written authorization of the Fund's President or Chairman of the
Board; and
(iv) in the event the Chairman of the Board or the President of the Fund
approves a transaction under the preceding three subparagraphs of this Code, a
written record of this approval shall be made and transmitted to the President
of the Fund.
For purposes of the foregoing, a person purchases or sells a security
when he obtains or disposes of "beneficial ownership" of that security. Under
Rule 17j-1, beneficial ownership is defined very broadly(2). An access person
who has any questions about beneficial ownership should consult the Secretary or
the President of the Fund.
- ------------------
(1) "held or to be acquired" means (i) is or has been held by the investment
company, or (ii) is being or has been considered by such company or its
investment adviser for purchase, within the most recent 15 days.
(2) A person is a "beneficial owner of a security" if that person owns the
security, or if the security is held by a spouse, minor children or relatives
who share the same house, or other persons if by reason of any contract,
understanding, relationship or agreement a person obtains benefits from the
security that are substantially equivalent to ownership, or if the person has
the right to acquire beneficial ownership of the security within 60 days.
Any such report may contain a statement that the report shall not be
construed as an admission by the person making the report that he has any direct
or indirect beneficial ownership in the security to which the report relates.
No report is required if such person is not an "interested person" of
the Fund within the meaning of Section 2(a)(19) of the Act, any such person
would be required to make such report solely by reason of being a trustee,
except where such trustee knew or, in the ordinary course of fulfilling his
official duties as a trustee of the Fund, should have known that during the
15-day period immediately preceding or after the date of the transaction in a
security by the trustee, such security is or was purchased or sold, or
considered for purchase or sale by the Fund.
4
<PAGE> 5
APPENDIX A
OCEAN STATE TAX-EXEMPT FUND
QUARTERLY TRANSACTION REPORT
To: The President and the Secretary, Ocean State Tax-Exempt Fund
From:
This Transaction Report (the "Report") is submitted pursuant to the
Code of Ethics of the Ocean State Tax-Exempt Fund (the "Fund") and supplies, on
the table on the reverse side, information with respect to a transaction in any
security in which I may be deemed to have, or by reason of such transaction
acquire, any direct or indirect beneficial ownership interest, whether or not
such security is a security held or to be acquired by the Fund for the calendar
quarter ended , 20__.* I understand that I may have beneficial
ownership of securities of which certain other persons are the record owners as
well as securities of which I am the record owner, and I have included
transactions in such securities in this Report where applicable. I also
understand that:
(i) If I am a "disinterested" trustee of the Fund, I am required
to report transactions in securities only in such cases as I
knew or, in the ordinary course of fulfilling my official
duties as a trustee of the Fund, should have known that,
during the 15-day period immediately preceding or after the
date of any such purchase or sale, is or was considered for
purchase or sale by the Fund or its investment adviser; and
(ii) I am not required to include in this Report transactions
effected for any account over which I do not have any direct
or indirect influence or control.
I hereby certify that:
1. I am fully familiar with the Code of Ethics of the Fund;
2. To the best of my knowledge, the information furnished in this
Report is complete, true and correct; and
*If you have no reportable transactions during the quarter, please enter
"None" in the table on the reverse side.
5
<PAGE> 6
3. If, during the month indicated, I have obtained, through the
acquisition of securities or otherwise, ownership of 1/2% or more of the
outstanding voting securities of any issuer, I have reported such fact to the
Fund.
Date:
Signature
6
<PAGE> 7
APPENDIX B
OCEAN STATE TAX-EXEMPT FUND
INITIAL/ANNUAL HOLDINGS REPORT
To: The President and the Secretary, Ocean State Tax-Exempt Fund
From:
This Holdings Report (the "Report") is submitted pursuant to the Code
of Ethics of the Ocean State Tax-Exempt Fund (the "Fund") and supplies, on the
table on the reverse side, information (title of security, number of shares
held, principal amount of the security and brokerage or bank accounts) with
respect to all securities in which I may be deemed to have any direct or
indirect beneficial ownership interest.* I understand that I may have
beneficial ownership of securities of which certain other persons are the record
owners as well as securities of which I am the record owner, and I have included
such securities in this Report where applicable.
I hereby certify that:
1. I am fully familiar with the Code of Ethics of the Fund;
2. To the best of my knowledge, the information furnished in this
Report is complete, true and correct.
Date:
Signature
*If you have no reportable transactions during the quarter, please enter
"None" in the table on the reverse side.
7
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> OCEAN STATE TAX-EXEMPT FUND
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-START> NOV-01-1998
<PERIOD-END> OCT-31-1999
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 38,873,555
<INVESTMENTS-AT-VALUE> 39,333,853
<RECEIVABLES> 621,380
<ASSETS-OTHER> 103,679
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 40,058,912
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 104,947
<TOTAL-LIABILITIES> 104,947
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 39,535,108
<SHARES-COMMON-STOCK> 3,949,710
<SHARES-COMMON-PRIOR> 4,037,808
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (41,442)
<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 39,953,965
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,474,383
<OTHER-INCOME> 0
<EXPENSES-NET> 398,686
<NET-INVESTMENT-INCOME> 2,075,697
<REALIZED-GAINS-CURRENT> (41,442)
<APPREC-INCREASE-CURRENT> (2,307,737)
<NET-CHANGE-FROM-OPS> (273,482)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,075,697
<DISTRIBUTIONS-OF-GAINS> 41,828
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 391,381
<NUMBER-OF-SHARES-REDEEMED> 566,825
<SHARES-REINVESTED> 87,346
<NET-CHANGE-IN-ASSETS> (3,293,694)
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<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 148,114
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 398,686
<AVERAGE-NET-ASSETS> 42,302,287
<PER-SHARE-NAV-BEGIN> 10.71
<PER-SHARE-NII> 0.53
<PER-SHARE-GAIN-APPREC> (0.58)
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</TABLE>
