QUEST FOR VALUE FAMILY OF FUNDS
497, 1995-11-22
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                                Supplement dated
                                November 22, 1995
                             to the Prospectus dated
                                  March 1, 1995
                        as revised September 29, 1995 of
                            the Quest for Value Funds

     The following language is added to the section "Determining Net Asset
Value:"

     "With respect to the U.S. Government Income Fund, Investment Quality Income
Fund and Global Income Fund, the Funds' Board has established the following
procedures for the valuation of portfolio securities:  (i) equity securities
traded on a U.S. securities exchange or on NASDAQ for which last sale
information is regularly reported are valued at the last reported sale price on
their primary exchange or NASDAQ that day (or, in the absence of sales that day,
at values based on the last sales prices of the preceding trading day, or
closing bid and asked prices); (ii) securities actively traded on a foreign
securities exchange are valued at the last sales price available to the pricing
service approved by the Fund's Board or to Quest Advisors as reported by the
principal exchange on which the security is traded; (iii) unlisted foreign
securities or listed foreign securities not actively traded are valued as in (i)
above, if available, or at the mean between "bid" and "asked" prices obtained
from active market makers in the security on the basis of reasonable inquiry;
(iv) long-term debt securities having a remaining maturity in excess of 60 days
are valued at the mean between the "bid" and "asked" prices determined by a
portfolio pricing service approved by the Fund's Board or obtained from active
market makers in the security on the basis of reasonable inquiry; (v) debt
instruments having a maturity of one year or less when issued, which have a
remaining maturity of 60 days or less are valued at the mean between the "bid"
and "asked" prices determined by a pricing service approved by the Fund's Board
or obtained from active market makers in the security on the basis of reasonable
inquiry; (vi) money market-type debt securities having a maturity of less than
one year when issued that have a remaining maturity of 60 days or less are
valued at cost, adjusted for amortization of premiums and accretion of
discounts; and (vii) securities (including restricted securities) not having
readily-available market quotations are valued at fair value under the Board's
procedures.


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                                Supplement dated
                                November 22, 1995
                   to the Statement of Additional Information
                           dated March 1, 1995 of the
                         Quest for Value Family of Funds

                           U.S. Government Income Fund
                         Investment Quality Income Fund
                                Opportunity Fund
                            Small Capitalization Fund
                             Growth and Income Fund

     The following language is added to the section "Determination of Net Asset
Value:"

     "The Funds' Board has established the following procedures for the
valuation of portfolio securities of the U.S. Government Income Fund and the
Investment Quality Income Fund:  (i) equity securities traded on a U.S.
securities exchange or on NASDAQ for which last sale information is regularly
reported are valued at the last reported sale price on their primary exchange or
NASDAQ that day (or, in the absence of sales that day, at values based on the
last sales prices of the preceding trading day, or closing bid and asked
prices); (ii) securities actively traded on a foreign securities exchange are
valued at the last sales price available to the pricing service approved by the
Fund's Board or to Quest Advisors as reported by the principal exchange on which
the security is traded; (iii) unlisted foreign securities or listed foreign
securities not actively traded are valued as in (i) above, if available, or at
the mean between "bid" and "asked" prices obtained from active market makers in
the security on the basis of reasonable inquiry; (iv) long-term debt securities
having a remaining maturity in excess of 60 days are valued at the mean between
the "bid" and "asked" prices determined by a portfolio pricing service approved
by the Fund's Board or obtained from active market makers in the security on the
basis of reasonable inquiry; (v) debt instruments having a maturity of one year
or less when issued, which have a remaining maturity of 60 days or less are
valued at the mean between the "bid" and "asked" prices determined by a pricing
service approved by the Fund's Board or obtained from active market makers in
the security on the basis of reasonable inquiry; (vi) money market-type debt
securities having a maturity of less than one year when issued that have a
remaining maturity of 60 days or less are valued at cost, adjusted for
amortization of premiums and accretion of discounts; and (vii) securities
(including restricted securities) not having readily-available market quotations
are valued at fair value under the Board's procedures.

     In the case of U.S. Government Securities, mortgage-backed securities,
foreign securities and corporate bonds, when last sale information is not
generally available, such pricing procedures may include "matrix" comparisons to
the prices for comparable instruments on the basis of quality, yield, maturity
and other special factors involved.  The Funds' Board has authorized Quest
Advisors to employ a pricing service to price U.S.

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Government Securities, mortgage-backed securities, foreign government securities
and corporate bonds.  The Board will monitor the accuracy of such pricing
services by comparing prices used for portfolio evaluation to actual sales
prices of selected securities.

     Trading in securities on European and Asian exchanges and over-the-counter
markets is normally completed before the close of the NYSE.  Events affecting
the values of foreign securities traded in such markets that occur between the
time their prices are determined and the close of the NYSE will not be reflected
in the Fund's calculation of net asset value unless the Board or Quest Advisors,
under procedures established by the Board determines that the particular event
would materially affect the Fund's net asset value, in which case an adjustment
would be made.  Foreign currency will be valued as close to the time fixed for
the valuation date as is reasonably practicable.  The values of securities
denominated in foreign currency will be converted to U.S. dollars at the
prevailing rates of exchange at the time of valuation.

     Puts, calls and Futures are valued at the last sales price on the principal
exchange on which they are traded, or on NASDAQ, as applicable or, if there were
no sales that day, in accordance with (i), above.  Forward currency contracts
are valued at the closing price on the London foreign exchange market.  When the
Fund writes an option, an amount equal to the premium received by the Fund is
included in the Fund's Statement of Assets and Liabilities as an asset, and an
equivalent deferred credit is included in the liability section.  The deferred
credit is adjusted ("market-to-market") to reflect the current market value of
the option.  In determining the Fund's gain on investments, if a call written by
the Fund is exercised, the proceeds are increased by the premium received.  If a
call or put written by the Fund expires, the Fund has a gain in the amount of
the premium; if the Fund enters into a closing purchase transaction, it will
have a gain or loss depending on whether the premium was more or less than the
cost of the closing transaction.  If the Fund exercises a put it holds, the
amount the Fund receives on its sale of the underlying investment is reduced by
the amount of premium paid by the Fund.


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                                Supplement dated
                                November 22, 1995
                             to the Prospectus dated
                                December 1, 1994
                     as supplemented August 18, 1995 of the
                        Quest for Value Tax Exempt Funds

     The following language is added to the section "Determining Net Asset
Value:"

     The Fund's Board of Trustees has established procedures for the valuation
of the Fund's securities, generally as follows: (i) long-term debt securities
and short-term debt securities having a remaining maturity in excess of 60 days,
are valued at the mean between the bid and asked prices determined by a
portfolio pricing service approved by the Fund's Board or obtained from active
market makers in the security on the basis of reasonable inquiry; (ii) long-term
debt securities having a remaining maturity in excess of 60 days are valued at
the mean between the "bid" and "asked" prices determined by a portfolio pricing
service approved by the Fund's Board of Trustees or obtained from active market
makers in the security on the basis of reasonable inquiry; (iii) debt
instruments having a maturity of more than one year when issued, and non-money
market type instruments having a maturity of one year or less when issued, which
have a remaining maturity of 60 days or less are valued at the mean between the
"bid" and "asked" prices determined by a pricing service approved by the Fund's
Board of Trustees or obtained from active market makers in the security on the
basis of reasonable inquiry; (iv) money market-type debt securities having a
maturity of less than one year when issued that have a remaining maturity of 60
days or less are valued at cost, adjusted for amortization of premiums and
accretion of discounts; and (v) securities (including restricted securities) not
having readily-available market quotations are valued at fair value under the
Board's procedures.

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                                Supplement dated
                                November 22, 1995
                   to the Statement of Additional Information
                          dated December 1, 1994 of the
                        Quest for Value Family of Funds -
                                Tax Exempt Funds

     The following language replaces the second paragraph and adds paragraphs
three, four and five to the section "Determination of Net Asset Value:"

          The Fund's Board of Trustees has established procedures for the
valuation of the Fund's securities, generally as follows: (i) long-term debt
securities and short-term debt securities having a remaining maturity in excess
of 60 days, are valued at the mean between the bid and asked prices determined
by a portfolio pricing service approved by the Fund's Board or obtained from
active market makers in the security on the basis of reasonable inquiry; (ii)
long-term debt securities having a remaining maturity in excess of 60 days are
valued at the mean between the "bid" and "asked" prices determined by a
portfolio pricing service approved by the Fund's Board of Trustees or obtained
from active market makers in the security on the basis of reasonable inquiry;
(iii) debt instruments having a maturity of more than one year when issued, and
non-money market type instruments having a maturity of one year or less when
issued, which have a remaining maturity of 60 days or less are valued at the
mean between the "bid" and "asked" prices determined by a pricing service
approved by the Fund's Board of Trustees or obtained from active market makers
in the security on the basis of reasonable inquiry; (iv) money market-type debt
securities having a maturity of less than one year when issued that have a
remaining maturity of 60 days or less are valued at cost, adjusted for
amortization of premiums and accretion of discounts; and (v) securities
(including restricted securities) not having readily-available market quotations
are valued at fair value under the Board's procedures.

     In the case of Municipal Securities, when last sale information is not
generally available, such pricing procedures may include "matrix" comparisons to
the prices for comparable instruments on the basis of quality, yield, maturity,
and other special factors involved (such as the tax-exempt status of the
interest paid by Municipal Securities).  The Fund's Board of Trustees has
authorized Quest Advisors to employ a pricing service, bank or broker-dealer
experienced in such matters to price any of the types of securities described
above.  The Trustees will monitor the accuracy of such pricing services by
comparing prices used for portfolio evaluation to actual sales prices of
selected securities.

     Puts, calls, Interest Rate Futures and Municipal Bond Index Futures are
valued at the last sales price on the principal exchange or on the NASDAQ on
which they are traded.  If there were no sales on the principal exchange, the
last sale on any exchange is used.  In the absence of any sales that day, value
shall be the last reported sales price on the prior trading day or closing bid
or asked prices on the principal exchange closest to the last reported sales
price.  When the Fund writes an option, an amount equal to the

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premium received is included in the Fund's Statement of Assets and Liabilities
as an asset, and an equivalent deferred credit is included in the liability
section.  The deferred credit is adjusted ("marked-to-market") to reflect the
current market value of the call.




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