1933 Act File No. 33-37993
1940 Act File No. 811-6224
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. ______
Post-Effective Amendment No. 13......................... X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 11........................................ X
NEWPOINT FUNDS
(Exact Name of Registrant as Specified in Charter)
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
x on January 31, 1998, pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a) (i) on pursuant to paragraph
(a) (i). 75 days after filing pursuant to paragraph (a)(ii) on
_________________ pursuant to paragraph (a)(ii) 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.
Copies To:
Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky, LLP
2101 L. Street, N.W.
Washington, D.C. 20037
<PAGE>
CROSS-REFERENCE SHEET
This Amendment to the Registration Statement relates to the NEWPOINT FUNDS,
which consists of two portfolios: (1) Newpoint Government Money Market Fund and
(2) Newpoint Equity Fund, and is comprised of the following:
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
Prospectus Heading
(Rule 404(c) Cross Reference)
Item 1. Cover Page....................(1,2) Cover Page.
Item 2. Synopsis......................(1,2) Summary of Fund Expenses.
Item 3. Condensed Financial
Information...................(1,2) Financial Highlights; (1,2)
Performance Information.
Item 4. General Description of
Registrant....................(1,2) General Information; (1,2)
Investment Information; (1,2)
Investment Objective; (1,2) Investment
Policies; (1,2) Investment
Limitations.
Item 5. Management of the Fund........(1,2) Newpoint Funds Information;
(1,2) Management of the Newpoint
Funds; (1,2) Distribution of Fund
Shares; (1,2) Administration of the
Fund; (2) Brokerage Transactions.
Item 6. Capital Stock and Other
Securities....................(1,2) Dividends; (1,2) Capital Gains;
(1,2) Shareholder Information; (1,2)
Voting Rights; (1,2) Effect of Banking
Laws; (1,2) Tax Information; (1,2)
Federal Income Tax; (1,2) State and
Local Taxes.
Item 7. Purchase of Securities Being
Offered.......................(1,2) Net Asset Value; (1,2) Investing
in the Fund; (1,2) Share Purchases;
(1,2) Minimum Investment Required;
(1,2) What Shares Cost; (1,2)
Systematic Investment Program; (1,2)
Confirmations and Account Statements;
(2) Eliminating or Reducing the Sales
Charge; (2) Subaccounting Services.
Item 8. Redemption or Repurchase......(1,2)
Redeeming Shares; (1,2) Systematic
Withdrawal Program; (1,2) Accounts
with Low Balances; (1,2) Through
FirstMerit Bank or FirstMerit
Securities, Inc.; (1,2) Exchange
Privilege.
Item 9. Pending Legal Proceedings None.
<PAGE>
<TABLE>
<CAPTION>
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.
<S> <C> <C>
Item 10. Cover Page....................(1,2) Cover Page.
Item 11. Table of Contents.............(1,2) Table of Contents.
Item 12. General Information and
History.......................(1,2) General Information About the Fund.
Item 13. Investment Objectives and
Policies......................(1,2) Investment Objective and Policies; (1,2) Investment Limitations.
Item 14. Management of the Fund........(1,2) Newpoint Funds Management.
Item 15. Control Persons and Principal
Holders of Securities.........(1,2) Fund Ownership; (1,2) Trustees Compensation.
Item 16. Investment Advisory and Other
Services......................(1,2) Investment Advisory Services; (1,2) Other Services.
Item 17. Brokerage Allocation..........(1,2) Brokerage Transactions.
Item 18. Capital Stock and Other
Securities Not applicable.
Item 19. Purchase, Redemption and
Pricing of Securities
Being Offered.................(1,2) Purchasing Shares; (1,2) Determining Net Asset Value; (1,2) Redeeming Shares.
Item 20. Tax Status....................(1,2) Tax Status.
Item 21. Underwriters..................(2) Distribution and Shareholder Services Plans.
Item 22. Calculation of Performance
Data..........................(1,2) Yield; (1,2) Performance Comparisons; (1) Effective Yield; (1,2) Total Return.
Item 23. Financial Statements..........(1,2) Filed in Part A.
</TABLE>
NEWPOINT EQUITY FUND
(A PORTFOLIO OF NEWPOINT FUNDS)
PROSPECTUS
Newpoint Equity Fund (the "Fund") is a diversified portfolio in Newpoint Funds
(the "Trust"), an open-end management investment company (a mutual fund). The
investment objective of the Fund is to achieve growth of capital and income. The
Fund pursues this investment objective by investing primarily in equity
securities of U.S. companies.
THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF
FIRSTMERIT CORP., FIRSTMERIT BANK, N.A., ANY OF THEIR RESPECTIVE AFFILIATES OR
SUBSIDIARIES, OR ANY BANK, ARE NOT ENDORSED OR GUARANTEED BY FIRSTMERIT CORP.,
FIRSTMERIT BANK, N.A., ANY OF ITS AFFILIATES, OR ANY BANK, AND ARE NOT INSURED
BY THE U.S. GOVERNMENT, FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER FEDERAL GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.
The Fund has also filed a Statement of Additional Information dated January 31,
1998, with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information, or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge, by calling 1-800-627-1289. To
obtain other information or to make inquiries about the Fund, contact the Fund
at the address listed in the back of this prospectus. The Statement of
Additional Information, material incorporated by reference into this document,
and other information regarding the Fund is maintained electronically with the
SEC at Internet Web site (http://www.sec.gov).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Prospectus dated January 31, 1998
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
SUMMARY OF FUND EXPENSES 1
- ------------------------------------------------------
FINANCIAL HIGHLIGHTS 2
- ------------------------------------------------------
GENERAL INFORMATION 3
- ------------------------------------------------------
INVESTMENT INFORMATION 3
- ------------------------------------------------------
Investment Objective 3
Investment Policies 3
Investment Limitations 7
NEWPOINT FUNDS INFORMATION 8
- ------------------------------------------------------
Management of Newpoint Funds 8
Distribution of Fund Shares 9
Administration of the Fund 10
Brokerage Transactions 10
NET ASSET VALUE 11
- ------------------------------------------------------
INVESTING IN THE FUND 11
- ------------------------------------------------------
Share Purchases 11
Minimum Investment Required 11
What Shares Cost 12
Eliminating or Reducing the Sales Charge 13
Systematic Investment Program 14
Subaccounting Services 14
Confirmations and Account Statements 14
Dividends and Capital Gains 14
EXCHANGE PRIVILEGE 14
- ------------------------------------------------------
Exchange-By-Telephone 15
REDEEMING SHARES 15
- ------------------------------------------------------
Through FirstMerit Bank or
FirstMerit Securities, Inc. 16
Systematic Withdrawal Program 17
Accounts with Low Balances 17
SHAREHOLDER INFORMATION 17
- ------------------------------------------------------
Voting Rights 17
EFFECT OF BANKING LAWS 17
- ------------------------------------------------------
TAX INFORMATION 18
- ------------------------------------------------------
Federal Income Tax 18
State and Local Taxes 18
PERFORMANCE INFORMATION 19
- ------------------------------------------------------
FINANCIAL STATEMENTS 20
- ------------------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 30
- ------------------------------------------------------
ADDRESSES 31
- ------------------------------------------------------
<PAGE>
SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
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SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)................................................. 4.50%
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)................................................. None
Contingent Deferred Sales Charge (as a percentage of original
purchase price or redemption proceeds, as applicable)............................... None
Redemption Fee (as a percentage of amount redeemed, if applicable)........... None
Exchange Fee.......................................................................... None
ANNUAL FUND OPERATING EXPENSES
(As a percentage of average net assets)
Management Fee (after waiver)(1)................................................... 0.60%
12b-1 Fee(2).................................................................................... 0.00%
Total Other Expenses...................................................................... 0.51%
Shareholder Services Fees(2)............................................ 0.00%
Total Fund Operating Expenses(3)......................................... 1.11%
</TABLE>
(1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.75%.
(2) The Fund has no present intention of paying or accruing 12b-1 fees or
shareholder services fees during the fiscal year ending November 30, 1998. If
the Fund were paying or accruing the 12b-1 fee or shareholder services fees, the
Fund would be able to pay up to 0.25% of its average daily net assets for the
12b-1 fees and up to 0.25% of its average daily net assets for the shareholder
services fees. Long-term shareholders may pay more than the economic equivalent
of the maximum front-end sales charges permitted under the rules of the National
Association of Securities Dealers, Inc. See "Newpoint Funds Information."
(3) The Total Fund Operating Expenses would have been 1.26% absent the voluntary
waiver of a portion of the management fee.
The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Fund will bear, either
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "Newpoint Funds Information," and "Investing in the Fund." Wire-
transferred redemptions of less than $5,000 may be subject to additional fees.
<TABLE>
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EXAMPLE 1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000
investment assuming (1) 5% annual return; (2)
redemption at the end of each time period; and (3)
payment of the maximum sales load. The Fund charges no
redemption fees....................................... $ 56 $79 $ 103 $174
</TABLE>
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
<PAGE>
NEWPOINT EQUITY FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
Reference is made to the Report of Independent Public Accountants on page 30.
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
--------------------------------------------
1997 1996 1995 1994(a)
------ ------ ------ --------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $15.14 $12.69 $ 9.78 $10.00
- --------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------
Net investment income 0.04 0.07 0.10 0.05
- --------------------------------------------------------
Net realized and unrealized gain (loss) on investments 3.19 2.61 2.91 (0.23)
- -------------------------------------------------------- ------ ------ ------ -------
Total from investment operations 3.23 2.68 3.01 (0.18)
- -------------------------------------------------------- ------ ------ ------ -------
LESS DISTRIBUTIONS
- --------------------------------------------------------
Distributions from net investment income (0.04) (0.07) (0.10) (0.04)
- --------------------------------------------------------
Distributions from net realized gain on investments (0.64) (0.16) -- --
- -------------------------------------------------------- ------ ------ ------ -------
Total distributions (0.68) (0.23) (0.10) (0.04)
- -------------------------------------------------------- ------ ------ ------ -------
NET ASSET VALUE, END OF PERIOD $17.69 $15.14 $12.69 $ 9.78
- -------------------------------------------------------- ------ ------ ------ -------
TOTAL RETURN (b) 22.34% 21.38% 30.97% (1.76%)
- --------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------
Expenses 1.11% 1.13% 1.48% 1.00%*
- --------------------------------------------------------
Net investment income 0.24% 0.51% 0.88% 2.36%*
- --------------------------------------------------------
Expense waiver/reimbursement (c) 0.15% 0.37% 0.52% 1.72%*
- --------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------
Net assets, end of period (000 omitted) $48,889 $42,858 $25,803 $11,614
- --------------------------------------------------------
Average commission rate paid (d) $0.0572 $0.0625 -- --
- --------------------------------------------------------
Portfolio turnover 44% 49% 35% 0%
- --------------------------------------------------------
</TABLE>
* Computed on an annualized basis.
(a)Reflects operations for the period from September 13, 1994 (date of initial
public investment) to November 30, 1994. For the period from August 30, 1994
(start of business) to September 12, 1994, the Fund had no investment
activity.
(b)Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.
(c)This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.
(d)Represents total commissions paid on portfolio securities divided by total
portfolio shares purchased or sold on which commissions were charged.
(See Notes which are an integral part of the Financial Statements)
<PAGE>
GENERAL INFORMATION
- --------------------------------------------------------------------------------
Newpoint Funds was established as a Massachusetts business trust under a
Declaration of Trust dated November 12, 1990. The Declaration of Trust permits
the Trust to offer separate series of shares of beneficial interest representing
interests in separate portfolios of securities. The shares in any one portfolio
may be offered in separate classes. This prospectus relates only to that
portfolio of the Trust known as the Newpoint Equity Fund. The Trust, as of the
date of this prospectus, offers shares in one other portfolio, the Newpoint
Government Money Market Fund.
The Fund is designed for customers of FirstMerit Bank and its affiliates as a
convenient means of accumulating an interest in a professionally managed,
diversified portfolio consisting primarily of equity securities of U.S.
companies. A minimum initial investment of $1,000 is required. Except as
otherwise noted in this prospectus, shares of the Fund are sold at net asset
value plus an applicable sales charge and redeemed at net asset value.
INVESTMENT INFORMATION
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
The investment objective of the Fund is to achieve growth of capital and income.
The investment objective cannot be changed without approval of shareholders.
While there is no assurance that the Fund will achieve its investment objective,
it endeavors to do so by following the investment policies described in this
prospectus.
INVESTMENT POLICIES
Under normal circumstances, the Fund pursues its investment objective by
investing at least 65% of the value of its total assets in equity securities of
U.S. companies. The Fund may also invest in domestic debt securities,
international securities, U.S. government securities, and money market
securities. The Fund's investment adviser, FirstMerit Bank, N.A. (the
"Adviser"), attempts to maintain an acceptable level of risk through careful
investment analysis including, but not limited to, the following: the employment
of disciplined value measures (such as price/earnings ratios and price/book
ratios) when selecting equity securities; use of ratings assigned by nationally
recognized statistical rating organizations (where applicable); credit research;
review of issuers' historical performances; examination of issuers' dividend
growth records; and consideration of market trends.
Unless indicated otherwise, the investment policies of the Fund may be changed
by the Board of Trustees (the "Trustees") without the approval of shareholders.
Shareholders will be notified before any material change in these policies
becomes effective.
ACCEPTABLE INVESTMENTS. The securities in which the Fund invests include the
following:
DOMESTIC EQUITY SECURITIES. The domestic equity securities of the Fund will
usually consist of common and preferred stocks of medium to large
capitalization companies which are listed on the New York or American Stock
Exchanges, or other domestic exchange, or traded in the over-the-counter
market. The companies will be selected by the Adviser based on traditional
research
<PAGE>
techniques and technical factors, including assessment of earnings and
dividend growth prospects and of the risk and volatility of the company's
industry. Other factors, such as product position or market share, will
also be considered by the Adviser.
DOMESTIC DEBT SECURITIES. The Fund may also invest in debt securities,
including bonds, notes, warrants, zero coupon bonds, and convertible
securities of the U.S. companies described above, all of which are rated
investment grade, i.e., Baa or better by Moody's Investors Service, Inc.
("Moody's"), or BBB or better by Standard & Poor's Ratings Group ("S&P") or
Fitch Investors Service, Inc. ("Fitch") (or, if unrated, are deemed to be
of comparable quality by the Adviser). The Fund may also invest in
securities issued and/or guaranteed as to the payment of principal and
interest by the U.S. government or its agencies or instrumentalities. It
should be noted that securities receiving the lowest investment grade
rating are considered to have some speculative characteristics. Changes in
economic conditions or other circumstances are more likely to lead to
weakened capacity to make principal and interest payments than higher rated
securities. In the event that a security which had an eligible rating when
purchased by the Fund is downgraded below Baa or BBB, the Adviser will
promptly reassess whether the continued holding of the security is
consistent with the Fund's objective. The prices of fixed income securities
generally fluctuate inversely to the direction of interest rates.
OTHER ACCEPTABLE INVESTMENTS. The Fund may invest in equity securities of
non-U.S. companies and corporate and government debt securities denominated in
currencies other than U.S. dollars. In addition, the Fund may invest in zero
coupon bonds and zero coupon convertible securities.
MONEY MARKET INSTRUMENTS. For temporary defensive purposes (up to 100% of total
assets) and to maintain liquidity (up to 35% of total assets), the Fund may
invest in U.S. and foreign short-term money market instruments, including:
- commercial paper rated A-1 or A-2 by S&P, Prime-1 or Prime-2 by Moody's,
or F-1 or F-2 by Fitch, and Europaper (dollar-denominated commercial
paper issued outside the United States) rated A-1, A-2, Prime-1, or
Prime-2;
- instruments of domestic and foreign banks and savings associations (such
as certificates of deposit, demand and time deposits, savings shares, and
bankers' acceptances) if they have capital, surplus, and undivided
profits of over $100,000,000, or if the principal amount of the
instrument is insured by the Bank Insurance Fund ("BIF"), which is
administered by the Federal Deposit Insurance Corporation ("FDIC"), or
the Savings Association Insurance Fund ("SAIF"), which is also
administered by the FDIC. These instruments may include Eurodollar
Certificates of Deposit ("ECDs"), Yankee Certificates of Deposit ("Yankee
CDs"), and Eurodollar Time Deposits ("ETDs");
- obligations of the U.S. government or its agencies or instrumentalities;
- repurchase agreements;
- securities of other investment companies; and
- other short-term instruments which are not rated but are determined by
the Adviser to be of comparable quality to the other obligations in which
the Fund may invest.
<PAGE>
CONVERTIBLE SECURITIES. Convertible securities are fixed income securities which
may be exchanged or converted into a predetermined number of the issuer's
underlying common stock at the option of the holder during a specified time
period. Convertible securities may take the form of convertible preferred stock,
convertible bonds or debentures, units consisting of "usable" bonds and warrants
or a combination of the features of several of these securities.
U.S. GOVERNMENT SECURITIES. The types of U.S. government securities in which
the Fund may invest generally include direct obligations of the U.S. Treasury
(such as U.S. Treasury bills, notes, and bonds) and obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities. These
securities are backed by:
- the full faith and credit of the U.S. Treasury;
- the issuer's right to borrow from the U.S. Treasury;
- the discretionary authority of the U.S. government to purchase certain
obligations of agencies or instrumentalities; or
- the credit of the agency or instrumentality issuing the obligations.
REPURCHASE AGREEMENTS. Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell securities to
the Fund and agree at the time of sale to repurchase them at a mutually agreed
upon time and price. To the extent that the original seller does not repurchase
the securities from the Fund, the Fund could receive less than the repurchase
price on any sale of such securities.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may purchase securities
on a when-issued or delayed delivery basis. These transactions are arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future time. The seller's failure to complete these transactions may cause the
Fund to miss a price or yield considered to be advantageous. Settlement dates
may be a month or more after entering into these transactions, and the market
values of the securities purchased may vary from the purchase prices.
The Fund may dispose of a commitment prior to settlement if the Adviser deems it
appropriate to do so. In addition, the Fund may enter into transactions to sell
its purchase commitments to third parties at current market values and
simultaneously acquire other commitments to purchase similar securities at later
dates. The Fund may realize short-term profits or losses upon the sale of such
commitments.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES. The Fund may invest in
securities of other investment companies as an efficient means of carrying out
its investment policies. It should be noted that investment companies incur
certain expenses, such as management fees, and, therefore, any investment by the
Fund in shares of another investment company would be subject to such duplicate
expenses.
LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, the
Fund may lend portfolio securities up to one-third of the value of its total
assets, on a short-term or long-term basis, to broker/dealers, banks, or other
institutional borrowers of securities. The Fund will only enter into loan
arrangements with broker/dealers, banks, or other institutions which the Adviser
has determined are creditworthy under guidelines established by the Trustees and
will receive collateral in the form of cash or U.S. government securities equal
to at least 100% of the value of the securities loaned at all times.
<PAGE>
RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest in restricted and/or
illiquid securities. Restricted securities are any securities in which the Fund
may otherwise invest pursuant to its investment objective and policies but which
are subject to restrictions on resale under federal securities law. Illiquid
securities are any securities the Fund owns which it may not be able to sell
quickly (within seven days) at a fair price. The Fund will limit investments in
illiquid securities, including restricted securities not determined by the
Trustees to be liquid, non-negotiable time deposits, over-the-counter options,
and repurchase agreements providing for settlement in more than seven days after
notice, to 15% of its net assets.
PUT AND CALL OPTIONS. The Fund may purchase both put and call options on its
portfolio securities. These options will be used as a hedge to attempt to
protect securities which the Fund holds or will be purchasing against decreases
or increases in value. The Fund may purchase call and put options for the
purpose of offsetting previously written call options of the same series. If the
Fund is unable to effect a closing purchase transaction with respect to covered
options it has written, the Fund will not be able to sell the underlying
securities or dispose of assets held in a segregated account until the options
expire or are exercised.
The Fund may also write covered call and put options on all or any portion of
its portfolio to generate income for the Fund. By writing a call option, the
Fund becomes obligated during the term of the option to deliver the securities
underlying the option upon payment of the exercise price. By writing a put
option, the Fund becomes obligated during the term of the option to purchase the
securities underlying the option at the exercise price if the option is
exercised. The Fund will write call options on securities either held in its
portfolio or which it has the right to obtain without payment of further
consideration or for which it has segregated cash or U.S. government securities
in the amount of any additional consideration.
The Fund may purchase and write over-the-counter options on portfolio securities
in negotiated transactions with the buyers or writers of the options when
options on the portfolio securities held by the Fund are not traded on an
exchange. The Fund purchases and writes options only with investment dealers and
other financial institutions (such as commercial banks or savings associations)
deemed creditworthy by the Adviser.
Over-the-counter options are two-party contracts with price and terms negotiated
between buyer and seller. In contrast, exchange-traded options are third-party
contracts with standardized strike prices and expiration dates and are purchased
from a clearing corporation. Exchange-traded options have a continuous liquid
market while over-the-counter options may not.
FUTURES AND OPTIONS ON FUTURES. The Fund may purchase and sell futures contracts
to hedge against the effect of changes in the value of portfolio securities due
to anticipated changes in interest rates and market conditions. Futures
contracts call for the delivery of particular instruments at a certain time in
the future. The seller of the contract agrees to make delivery of the type of
instrument called for in the contract, and the buyer agrees to take delivery of
the instrument at the specified future time.
Stock index futures contracts are based on indices that reflect the market value
of common stock of the firms included in the indices. An index futures contract
is an agreement pursuant to which two parties agree to take or make delivery of
an amount of cash equal to the differences between the value of the
<PAGE>
index at the close of the last trading day of the contract and the price at
which the index contract was originally written.
The Fund may also write call options and purchase put options on futures
contracts as a hedge to attempt to protect securities in its portfolio against
decreases in value. When the Fund writes a call option on a futures contract, it
is undertaking the obligation of selling a futures contract at a fixed price at
any time during a specified period if the option is exercised. Conversely, as
purchaser of a put option on a futures contract, the Fund is entitled (but not
obligated) to sell a futures contract at the fixed price during the life of the
option.
The Fund may also write put options and purchase call options on futures
contracts as a hedge against rising purchase prices of portfolio securities. The
Fund will use these transactions to attempt to protect its ability to purchase
portfolio securities in the future at price levels existing at the time it
enters into the transactions. When the Fund writes a put option on a futures
contract, it is undertaking to buy a particular futures contract at a fixed
price at any time during a specified period if the option is exercised. As a
purchaser of a call option on a futures contract, the Fund is entitled (but not
obligated) to purchase a futures contract at a fixed price at any time during
the life of the option.
The Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the Fund's
existing futures positions and premiums paid for related options would exceed 5%
of the market value of the Fund's net assets. When the Fund purchases futures
contracts, an amount of cash and cash equivalents, equal to the underlying
commodity value of the futures contracts (less any related margin deposits),
will be deposited in a segregated account with the Fund's custodian (or the
broker, if legally permitted) to collateralize the position and thereby insure
that the use of such futures contract is unleveraged. When the Fund sells
futures contracts, it will either own or have the right to receive the
underlying future or security, or will make deposits to collateralize the
position as discussed above.
RISKS. When the Fund uses futures and options on futures as hedging
devices, there is a risk that the prices of the securities subject to the
futures contracts may not correlate perfectly with the prices of the
securities in the Fund's portfolio. This may cause the futures contract and
any related options to react differently than the portfolio securities to
market changes. In addition, the Adviser could be incorrect in its
expectations about the direction or extent of market factors such as stock
price movements. In these events, the Fund may lose money on the futures
contract or option.
It is not certain that a secondary market for positions in futures
contracts or for options will exist at all times. Although the Adviser will
consider liquidity before entering into these transactions, there is no
assurance that a liquid secondary market on an exchange or otherwise will
exist for any particular futures contract or option at any particular time.
The Fund's ability to establish and close out futures and options positions
depends on this secondary market.
INVESTMENT LIMITATIONS
The Fund will not:
- borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a portfolio instrument for a
percentage of its cash value with an agreement to buy it back on a set
date) or pledge securities except, under certain circumstances, the Fund
may
<PAGE>
borrow up to one-third of the value of its total assets and pledge up to
10% of the value of its total assets to secure such borrowings; or
- with respect to 75% of its total assets, purchase securities issued by
any one issuer (other than cash, cash items, or securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities, and
repurchase agreements collateralized by such securities) if, as a result,
more than 5% of the value of its total assets would be invested in the
securities of that issuer, and will not acquire more than 10% of the
outstanding voting securities of any one issuer.
The above investment limitation cannot be changed without shareholder approval.
See "Investment Objective and Policies" in the Statement of Additional
Information.
NEWPOINT FUNDS INFORMATION
- --------------------------------------------------------------------------------
MANAGEMENT OF NEWPOINT FUNDS
BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Trustees are
responsible for managing the Trust's business affairs and for exercising all of
the powers of the Trust except those reserved for the shareholders. The
Executive Committee of the Board of Trustees handles the Board's
responsibilities between meetings of the Board.
INVESTMENT ADVISER. Pursuant to an investment advisory contract with the Trust,
investment decisions for the Fund are made by FirstMerit Bank, the Fund's
investment adviser, subject to direction by the Trustees. The Adviser
continually conducts investment research and supervision for the Fund and is
responsible for the purchase or sale of portfolio instruments, for which it
receives an annual fee from the Fund.
The Fund, its distributor, and the Adviser have adopted strict codes of ethics
governing the conduct of all employees who manage the Fund and its portfolio
securities. These codes recognize that such persons owe a fiduciary duty to the
Fund's shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Board of Trustees,
and could result in severe penalties.
ADVISORY FEES. The Adviser receives an annual investment advisory fee equal
to 0.75% of the Fund's average daily net assets. The fee paid by the Fund,
while higher than the advisory fee paid by other mutual funds in general,
is comparable to fees paid by other mutual funds with similar objectives
and policies. The investment advisory contract provides for the voluntary
reimbursement of expenses by the Adviser to the extent any Fund expenses
exceed such lower expense limitation as the Adviser may, by notice to the
Fund, voluntarily declare to be effective. The Adviser can terminate this
voluntary reimbursement of expenses at any time at its sole discretion.
ADVISER'S BACKGROUND. FirstMerit Bank, a national banking association
formed in 1947 (formerly known as "First National Bank of Ohio"), is a
wholly-owned subsidiary of FirstMerit Corp.
<PAGE>
(formerly known as "First Bancorporation of Ohio"). Through its
subsidiaries and affiliates, FirstMerit Corp. offers a full range of
financial services to the public, including commercial lending, depository
services, cash management, brokerage services, retail banking, credit card
services, mortgage banking, investment advisory services, and trust
services.
As of December 31, 1997, the Trust Division of FirstMerit Bank had
approximately $2.9 billion in assets under administration, of which it had
investment discretion over $1.4 billion. FirstMerit Bank has served as the
Fund's investment adviser since the Fund's inception.
As part of its regular banking operations, FirstMerit Bank may make loans
to public companies. Thus, it may be possible, from time to time, for the
Fund to hold or acquire the securities of issuers which are also lending
clients of FirstMerit Bank. The lending relationship will not be a factor
in the selection of securities.
The portfolio manager of the Fund is Wesley C. Meinerding, a Vice President
and Trust Officer with FirstMerit Bank. Mr. Meinerding manages corporate
and personal trust portfolios at FirstMerit Bank. Prior to joining the
Adviser in December 1982, Mr. Meinerding managed trust and bank assets at
First National Bank in Massillon, corporate and personal trusts at Harter
Bank and Trust, and pension assets at Firestone Tire and Rubber Company.
Mr. Meinerding has managed the Fund since the Fund's inception.
DISTRIBUTION OF FUND SHARES
Federated Securities Corp. is the principal distributor for shares of the Fund.
It is a Pennsylvania corporation organized on November 14, 1969, and is the
distributor for a number of investment companies. Federated Securities Corp. is
a subsidiary of Federated Investors.
DISTRIBUTION PLAN. Under a distribution plan adopted in accordance with
Investment Company Act Rule 12b-1 (the "Distribution Plan"), the Fund may pay to
the distributor an amount, computed at an annual rate of up to 0.25% of the
Fund's average daily net asset value, to finance any activity which is
principally intended to result in the sale of shares subject to the Distribution
Plan. The distributor may select financial institutions such as banks,
fiduciaries, custodians for public funds, investment advisers, and
broker/dealers to provide sales support services as agents for their clients or
customers.
The Distribution Plan is a compensation-type plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amount or may earn a profit from future payments made by the Fund
under the Distribution Plan.
The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or a savings association) from being an underwriter or distributor of most
securities. In the event the Glass-Steagall Act is deemed to prohibit depository
institutions from acting in the capacities described above or should Congress
relax current restrictions on depository institutions, the Trustees will
consider appropriate changes in the services.
<PAGE>
ADMINISTRATION OF THE FUND
ADMINISTRATIVE SERVICES. Federated Administrative Services, Pittsburgh,
Pennsylvania, a subsidiary of Federated Investors, provides administrative
personnel and services (including certain legal and financial reporting
services) necessary to operate the Fund. Federated Administrative Services
provides these at an annual rate as specified below:
<TABLE>
<CAPTION>
MAXIMUM AVERAGE AGGREGATE DAILY NET
ADMINISTRATIVE FEE ASSETS OF THE NEWPOINT FUNDS
- --------------------- ------------------------------------
<S> <C>
0.150% on the first $250 million
0.125% on the next $250 million
0.100% on the next $250 million
0.075% on assets in excess of $750 million
</TABLE>
The administrative fee received during any fiscal year shall be at least
$100,000 for the Fund. Federated Administrative Services may choose voluntarily
to waive a portion of its fee.
SHAREHOLDER SERVICES PLAN. The Fund has adopted a Shareholder Services Plan (the
"Services Plan") with respect to shares of the Fund. Under the Services Plan,
financial institutions will enter into shareholder service agreements to provide
administrative support services to their customers who from time to time may be
owners of record or beneficial owners of shares of the Fund. In return for
providing these support services, a financial institution may receive payments
at a rate not exceeding 0.25% of the average daily net assets of shares of the
Fund beneficially owned by the financial institution's customers for whom it is
holder of record or with whom it has a servicing relationship. These
administrative services may include, but are not limited to, the following
functions: providing office space, equipment, telephone facilities, and various
personnel, including clerical, supervisory, and computer, as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries regarding the
Fund; assisting clients in changing dividend options, account designations and
addresses; and providing such other services as the Fund reasonably requests.
OTHER PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to periodic payments to
financial institutions under the Distribution and Shareholder Services Plans,
certain financial institutions may be compensated by the Adviser for the
continuing investment of their customers' assets in the Fund. These payments
will be made directly by the Adviser from its assets, and will not be made from
the assets of the Fund or by the assessment of a sales charge on Fund shares.
BROKERAGE TRANSACTIONS
When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally utilize those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. In selecting among firms
believed to meet these criteria, the Adviser may give consideration to those
firms which have sold or are selling shares of the Fund. The Adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
review by the Trustees.
<PAGE>
NET ASSET VALUE
- --------------------------------------------------------------------------------
The Fund's net asset value per share fluctuates. It is determined by dividing
the sum of the market value of all securities and other assets, less
liabilities, by the number of shares outstanding.
INVESTING IN THE FUND
- --------------------------------------------------------------------------------
SHARE PURCHASES
Fund shares are sold on days on which the New York Stock Exchange and the
Federal Reserve Wire System are open for business. In connection with qualified
account relationships in the Trust Department of FirstMerit Bank, Fund shares
may be purchased by telephone through procedures established with FirstMerit
Bank and its affiliates. Individual investors may place orders to purchase
shares either by telephone or by mail. Texas residents should purchase shares of
the Fund through Federated Securities Corp. at 1-800-356-2805. In connection
with the sale of Fund shares, the distributor may from time to time offer
certain items of nominal value to any shareholder or investor. The Fund reserves
the right to reject any purchase request.
THROUGH FIRSTMERIT BANK OR FIRSTMERIT SECURITIES, INC. Trust customers placing
an order to purchase shares of the Fund may open an account by calling
FirstMerit Bank at 330-384-7300. Information needed to establish the account
will be taken over the telephone.
Individual investors placing an order to purchase shares of the Fund may
telephone FirstMerit Securities, Inc. at 330-384-7230. An account may be opened
by completing a new account application form available from FirstMerit
Securities, Inc., III Cascade Plaza, Akron, Ohio 44308.
Payment may be made by check, transfer from an Automated Clearing House ("ACH")
member institution, federal funds or by debiting a customer's account at
FirstMerit Bank. Purchase orders must be received by 3:30 p.m. (Eastern time) in
order for shares to be purchased at that day's price. Purchases by check are
considered received after payment by check is converted into federal funds and
is received by the Fund. When payment is made with federal funds, the order is
considered received when federal funds are received by the Fund. Shares cannot
be purchased on days on which the New York Stock Exchange is closed or on
federal holidays restricting wire transfers.
MINIMUM INVESTMENT REQUIRED
The minimum initial investment in the Fund is $1,000. Subsequent investments may
be in amounts of $100 or more. The Fund may waive the initial minimum investment
from time to time.
<PAGE>
WHAT SHARES COST
Shares are sold at their net asset value next determined after an order is
received, plus a sales charge, as follows:
<TABLE>
<CAPTION>
SALES CHARGE AS SALES CHARGE AS
A PERCENTAGE OF A PERCENTAGE OF
AMOUNT OF TRANSACTION PUBLIC OFFERING PRICE NEW AMOUNT INVESTED
- --------------------------------------------- ---------------------- --------------------
<S> <C> <C>
Less than $100,000 4.50% 4.71%
$100,000 but less than $250,000 3.75% 3.90%
$250,000 but less than $500,000 2.50% 2.56%
$500,000 but less than $750,000 2.00% 2.04%
$750,000 but less than $1 million 1.00% 1.01%
$1 million or more 0.00% 0.00%
</TABLE>
The net asset value is determined at 12:00 noon (Eastern time), 3:00 p.m.
(Eastern time), and as of the close of trading (normally 4:00 p.m., Eastern
time) on the New York Stock Exchange, Monday through Friday, except on: (i) days
on which there are not sufficient changes in the value of the Fund's portfolio
securities that its net asset value might be materially affected; (ii) days
during which no shares are tendered for redemption and no orders to purchase
shares are received; and (iii) the following holidays: New Year's Day, Martin
Luther King Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, and Christmas Day.
PURCHASES AT NET ASSET VALUE. Shareholders who are trust customers of FirstMerit
Bank and its subsidiaries are exempt from the sales charge. The following
persons may also purchase shares of the Fund at net asset value, without a sales
charge: private banking clients of FirstMerit Bank and affiliates of FirstMerit
Corp., employees and retired employees of FirstMerit Bank, FirstMerit Corp.,
Federated Securities Corp., or their affiliates, or any bank or investment
dealer who has a sales agreement with Federated Securities Corp. with regard to
the Fund, and members of the families (including parents, grandparents,
siblings, spouses, children, aunts, uncles, and in-laws) of such employees or
retired employees. Additionally, no sales charge is imposed for shares purchased
through "wrap accounts" or similar programs, under which clients pay a fee for
services.
SALES CHARGE REALLOWANCE. For sales of shares of the Fund, a dealer will
normally receive up to 85% of the applicable sales charge. Any portion of the
sales charge which is not paid to a dealer will be retained by the distributor.
The distributor will, periodically, uniformly offer to pay cash or promotional
incentives in the form of trips to sales seminars at luxury resorts, tickets or
other items to all dealers selling shares of the Fund. Such payments will be
predicated upon the amount of shares of the Fund that are sold by the dealer.
The sales charge for shares sold other than through registered broker/dealers
will be retained by the distributor. The distributor may pay fees to banks out
of the sales charge in exchange for sales and/or administrative services
performed on behalf of the banks' customers in connection with the initiation of
customer accounts and purchases of Fund shares.
<PAGE>
ELIMINATING OR REDUCING THE SALES CHARGE
The sales charge can be eliminated or reduced on the purchase of shares through:
- quantity discounts and accumulated purchases;
- signing a 13-month letter of intent; or
- using the reinvestment privilege.
QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES. As shown in the table under "What
Shares Cost," larger purchases eliminate or reduce the sales charge paid. The
Fund will combine purchases made on the same day by the investor, the investor's
spouse, and the investor's children under age 21 when it calculates the
applicable sales charge. In addition, the sales charge, if applicable, can be
eliminated or reduced for purchases made at one time by a trustee or fiduciary
for a single trust estate or a single fiduciary account.
If an additional purchase of Fund shares is made, the Fund will consider the
previous purchases still invested in the Fund. For example, if a shareholder
already owns shares having a current value at the public offering price of
$90,000 and he purchases $10,000 more at the current public offering price, the
sales charge on the additional purchase according to the schedule now in effect
would be 3.75%, not 4.50%.
To receive the sales charge elimination or reduction, FirstMerit Securities,
Inc. or the distributor must be notified by the shareholder in writing at the
time the purchase is made that Fund shares are already owned or that purchases
are being combined. The Fund will reduce the sales charge after it confirms the
purchases.
LETTER OF INTENT. If a shareholder intends to purchase at least $100,000 of Fund
shares over the next 13 months, the sales charge may be eliminated or reduced by
signing a letter of intent to that effect. This letter of intent includes a
provision for a sales charge adjustment depending on the amount actually
purchased within the 13-month period and a provision for the Fund's custodian to
hold up to 4.50% of the total amount intended to be purchased in escrow (in
shares of the Fund) until such purchase is completed.
The amount held in escrow will be applied to the shareholder's account at the
end of the 13-month period unless the amount specified in the letter of intent
is not purchased. In this event, an appropriate number of escrowed shares may be
redeemed in order to realize the difference in the sales charge.
This letter of intent will not obligate the shareholder to purchase shares, but
if the shareholder does, each purchase during the period will be at the sales
charge applicable to the total amount intended to be purchased. This letter may
be dated as of a prior date to include any purchases made within the past 90
days.
REINVESTMENT PRIVILEGE. If shares in the Fund have been redeemed, the
shareholder has a one-time right, within 60 days, to reinvest the redemption
proceeds at the next-determined net asset value without any sales charge.
FirstMerit Securities, Inc. or the distributor must be notified by the
shareholder in writing or by his financial institution of the reinvestment in
order to eliminate a sales charge. If the shareholder redeems his shares in the
Fund, there may be tax consequences. Shareholders contemplating such
transactions should consult their own tax advisers.
<PAGE>
SYSTEMATIC INVESTMENT PROGRAM
Shareholders who are individual investors and have opened an account may add to
their investment on a regular basis in a minimum amount of $100. Under this
program, funds may be automatically withdrawn periodically from the
shareholder's checking account or by transfer from an ACH member institution and
invested in Fund shares. A shareholder may apply for participation in this
program through FirstMerit Securities, Inc.
SUBACCOUNTING SERVICES
Institutions are encouraged to open single master accounts. However, certain
institutions may wish to use the transfer agent's subaccounting system to
minimize their internal recordkeeping requirements. The transfer agent charges a
fee based on the level of subaccounting services rendered. Institutions holding
shares of the Fund in a fiduciary, agency, custodial, or similar capacity may
charge or pass through subaccounting fees as part of or in addition to normal
trust or agency account fees. They may also charge fees for other services
provided which may be related to the ownership of Fund shares. This prospectus
should, therefore, be read together with any agreement between the customer and
the institution with regard to the services provided, the fees charged for those
services, and any restrictions and limitations imposed.
CONFIRMATIONS AND ACCOUNT STATEMENTS
Shareholders will receive detailed confirmations of transactions (except for
systematic program transactions). In addition, shareholders will receive
periodic statements reporting all account activity, including dividends paid.
The Fund will not issue share certificates.
DIVIDENDS AND CAPITAL GAINS
Dividends are declared and paid monthly. Dividends are declared just prior to
determining net asset value. Capital gains realized by the Fund, if any, will be
distributed at least once every 12 months. Dividends and capital gains will be
automatically reinvested in additional shares on payment dates at the
ex-dividend date net asset value without a sales charge, unless cash payments
are requested by writing to the Fund or FirstMerit Bank or FirstMerit
Securities, Inc., as appropriate.
EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
A shareholder may exchange shares of the Fund for shares of Newpoint Government
Money Market Fund by calling or sending a written request to FirstMerit
Securities, Inc. In addition, shares of the Fund may also be exchanged for
certain other funds distributed by Federated Securities Corp. that are not
advised by FirstMerit Bank ("Federated Funds"). For further information on the
availability of Federated Funds for exchanges, call FirstMerit Securities, Inc.
Exchanges are subject to the minimum initial investment requirements of the fund
into which the exchange is being made. Prior to any exchange, the shareholder
must receive a copy of the current prospectus of the fund into which an exchange
is to be effected.
<PAGE>
Shares may be exchanged at net asset value, plus the difference between the
Fund's sales charge (if any) already paid and any sales charge of the fund into
which Fund shares are to be exchanged, if higher.
When an exchange is made from a fund with a sales charge to a fund with no sales
charge, the shares exchanged and additional shares which have been purchased by
reinvesting dividends on such shares retain the character of the exchanged
shares for purposes of exercising further exchange privileges; thus, an exchange
of such shares for shares of a fund with a sales charge would be at net asset
value.
An excessive number of exchanges may be disadvantageous to the Trust. Therefore,
the Trust, in addition to its right to reject any exchange, reserves the right
to modify or terminate the exchange privilege of any shareholder who makes more
than six exchanges of shares of the Fund in a year, or three in a calendar
quarter. Shareholders would be notified prior to any modification or
termination.
Upon receipt of proper instructions and all necessary supporting documents, Fund
shares submitted for exchange will be redeemed at the next-determined net asset
value.
Written exchange instructions may require a signature guarantee. Exercise of
this privilege is treated as a sale for federal income tax purposes and,
depending on the circumstances, a short or long-term capital gain or loss may be
realized. The exchange privilege may be terminated at any time. Shareholders
will be notified of the termination of the exchange privilege. A shareholder may
obtain further information on the exchange privilege by calling FirstMerit
Securities, Inc. at 330-384-7230.
EXCHANGE-BY-TELEPHONE
Instructions for exchanges between portfolios which are part of the Trust may be
given by telephone to FirstMerit Securities, Inc. at 330-384-7230. Shares may be
exchanged by telephone only between fund accounts having identical shareholder
registrations.
Orders for exchanges received prior to 3:30 p.m. (Eastern time) on any day that
the Fund is open for business will be executed as of the close of business that
day. Orders for exchanges received after 3:30 p.m. (Eastern time) on any
business day will be executed at the close of the next business day. The
telephone exchange privilege may be modified or terminated at any time.
Shareholders will be notified of such modification or termination.
Telephone exchange instructions may be recorded. If reasonable procedures are
not followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.
REDEEMING SHARES
- --------------------------------------------------------------------------------
The Fund redeems shares at their net asset value next determined after
FirstMerit Bank receives the redemption request. Redemptions will be made on
days on which the Fund computes its net asset value. Redemption requests cannot
be executed on days on which the New York Stock Exchange is closed or on federal
holidays when wire transfers are restricted. Requests for redemption can be made
in person or by telephone for trust customers. Individual investors can make
requests for redemption in person, by telephone or by mail through FirstMerit
Securities, Inc.
<PAGE>
THROUGH FIRSTMERIT BANK OR FIRSTMERIT SECURITIES, INC.
BY TELEPHONE. A shareholder who is a trust customer of FirstMerit Bank may
redeem shares of the Fund by telephoning FirstMerit Bank at 330-384-7300. A
shareholder who is an individual investor/ customer of FirstMerit Securities,
Inc. may redeem shares by telephoning 330-384-7230. For calls received before
3:30 p.m. (Eastern time), proceeds will normally be wired the following day to
the shareholder's account at FirstMerit Bank, transferred through ACH to a
member institution, or a check will be sent to the address of record. In no
event will proceeds be sent more than seven days after a proper request for
redemption has been received. An authorization form permitting the Fund to
accept telephone requests must first be completed. Authorization forms and
information on this service are available from FirstMerit Securities, Inc.
Telephone redemption instructions may be electronically recorded. If reasonable
procedures are not followed by the Fund, it may be liable for losses due to
unauthorized or fraudulent telephone instructions.
In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption should be utilized, such as a written request to Federated
Shareholder Services Company or FirstMerit Securities, Inc.
If, at any time, the Fund shall determine it necessary to terminate or modify
this method of redemption, shareholders would be promptly notified.
BY MAIL. Shares may also be redeemed by sending a written request to FirstMerit
Securities, Inc. Call FirstMerit Securities, Inc. for specific instructions
before redeeming by letter. The shareholder will be asked to provide in the
request his name, the Fund name, his account number, and the share or dollar
amount requested. If share certificates have been issued, they must be properly
endorsed and should be sent by registered or certified mail with the written
request.
SIGNATURES. Shareholders requesting a redemption of any amount to be sent to an
address other than that on record with the Fund or a redemption payable other
than to the shareholder of record must have their signatures guaranteed by:
- a trust company or commercial bank whose deposits are insured by BIF,
which is administered by the FDIC;
- a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchange;
- a savings bank or savings association whose deposits are insured by the
SAIF, which is administered by the FDIC; or
- any other "eligible guarantor institution" as defined in the Securities
Exchange Act of 1934.
The Fund does not accept signatures guaranteed by a notary public.
The Fund and its transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Fund may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. The Fund and its transfer agent reserve the right
to amend these standards at any time without notice.
Normally, a check for the proceeds is mailed within one business day, but in no
event more than seven days, after receipt of a proper written redemption
request.
<PAGE>
SYSTEMATIC WITHDRAWAL PROGRAM
If a shareholder's account has a value of at least $10,000, a Systematic
Withdrawal Program may be established whereby automatic redemptions are made
from the account and transferred electronically to any commercial bank, savings
bank, or credit union that is an ACH member. A shareholder may apply for
participation in this program through FirstMerit Securities, Inc. Depending upon
the amount of the withdrawal payments, the amount of dividends paid and capital
gains distributions with respect to Fund shares, and the fluctuation of the net
asset value of Fund shares redeemed under this program, redemptions may reduce,
and eventually deplete, the shareholder's investment in the Fund. For this
reason, payments under this program should not be considered as yield or income
on the shareholder's investment in the Fund. Due to the fact that shares are
sold with a sales charge, it is not advisable for shareholders to be purchasing
shares of the Fund while participating in this program.
ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $1,000 due to
shareholder redemptions. Before shares are redeemed to close an account, the
shareholder is notified in writing and allowed 30 days to purchase additional
shares to meet the minimum requirement.
SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------
VOTING RIGHTS
Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders of the Fund for vote. All shares of each
portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio, only shares of that portfolio are
entitled to vote.
As a Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Trust or Fund's operation and for the election of Trustees under
certain circumstances. As of January 5, 1998, SEI Trust Company, Oaks, PA, as
record holder of various underlying accounts, owned approximately 2,881,491
shares (97.15%) of the Newpoint Equity Fund and approximately 57,889,719 shares
(47.72%) of the Newpoint Government Money Market Fund, and therefore may, for
certain purposes, be deemed to control the Fund and be able to affect the
outcome of certain matters presented for a vote of shareholders.
Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of the shareholders for this purpose shall be called by the
Trustees upon the written request of shareholders owning at least 10% of the
outstanding shares of all series of the Trust entitled to vote.
EFFECT OF BANKING LAWS
- --------------------------------------------------------------------------------
The Glass-Steagall Act and other banking laws and regulations presently prohibit
a bank holding company registered under the Bank Holding Company Act of 1956 or
any affiliate thereof from
<PAGE>
sponsoring, organizing or controlling a registered, open-end investment company
continuously engaged in the issuance of its shares, and from issuing,
underwriting, selling or distributing securities in general. Such laws and
regulations do not prohibit such a holding company or affiliate from acting as
investment adviser, transfer agent, or custodian to such an investment company
or from purchasing shares of such a company as agent for and upon the order of
their customers. The Fund's investment adviser FirstMerit Bank is subject to
such banking laws and regulations.
FirstMerit Bank believes, based on the advice of its counsel, that it may
perform the investment advisory services for the Fund contemplated by its
advisory agreement with the Fund without violating the Glass-Steagall Act or
other applicable banking laws or regulations. Changes in either federal or state
statutes and regulations relating to the permissible activities of banks and
their subsidiaries or affiliates, as well as further judicial or administrative
decisions or interpretations of present or future statutes and regulations,
could prevent FirstMerit Bank from continuing to perform all or a part of the
above services. If this happens, changes in the operation of the Fund may occur,
including the possible alteration or termination of any automatic or other share
investment or redemption services then being provided, and the Trustees would
consider alternative investment advisers and other means of continuing available
investment services. It is not expected that shareholders would suffer any
adverse financial consequences as a result of any of these occurrences.
TAX INFORMATION
- --------------------------------------------------------------------------------
FEDERAL INCOME TAX
The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive the special tax treatment afforded to such companies.
The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Trust's other portfolios will not be combined for tax purposes with those
realized by the Fund.
Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions, including capital gains distributions,
received. This applies whether dividends and distributions are received in cash
or as additional shares. The Fund will provide detailed tax information for
reporting purposes.
STATE AND LOCAL TAXES
Shareholders are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.
<PAGE>
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
From time to time, the Fund advertises its total return and yield.
Total return represents the change, over a specified period of time, in the
value of an investment in the Fund after reinvesting all income and capital
gains distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.
The yield of the Fund is calculated by dividing the net investment income per
share (as defined by the SEC) earned by the Fund over a thirty-day period by the
maximum offering price per share of the Fund on the last day of the period. This
number is then annualized using semi-annual compounding. The yield does not
necessarily reflect income actually earned by the Fund and, therefore, may not
correlate to the dividends or other distributions paid to shareholders.
The performance information normally reflects the effect of the maximum sales
charge which, if excluded, would increase the total return and yield.
From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare the
Fund's performance to certain indices.
<PAGE>
NEWPOINT EQUITY FUND
PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
- ------- -------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--98.0%
- -----------------------------------------------------------------------------------
BASIC INDUSTRY--3.3%
--------------------------------------------------------------------
3,333 Meritor Automotive, Inc. $ 74,583
--------------------------------------------------------------------
35,000 Monsanto Co. 1,529,063
-------------------------------------------------------------------- -----------
Total 1,603,646
-------------------------------------------------------------------- -----------
BUILDING CYCLICAL--0.9%
--------------------------------------------------------------------
10,000 Stanley Works 440,625
-------------------------------------------------------------------- -----------
CAPITAL GOODS--5.5%
--------------------------------------------------------------------
14,000 Deere & Co. 767,375
--------------------------------------------------------------------
26,200 General Electric Co. 1,932,250
-------------------------------------------------------------------- -----------
Total 2,699,625
-------------------------------------------------------------------- -----------
CAPITAL GOODS TECHNOLOGY--22.6%
--------------------------------------------------------------------
12,000 Applied Materials, Inc. 396,000
--------------------------------------------------------------------
13,504 Boeing Co. 717,400
--------------------------------------------------------------------
13,000 (a) Cisco Systems, Inc. 1,121,250
--------------------------------------------------------------------
10,000 (a) Compaq Computer Corp. 624,375
--------------------------------------------------------------------
22,500 Computer Associates International, Inc. 1,171,406
--------------------------------------------------------------------
15,000 Diebold, Inc. 692,812
--------------------------------------------------------------------
5,000 Hewlett-Packard Co. 305,312
--------------------------------------------------------------------
22,000 Intel Corp. 1,707,750
--------------------------------------------------------------------
7,000 (a) Microsoft Corp. 990,500
--------------------------------------------------------------------
5,000 Motorola, Inc. 314,375
--------------------------------------------------------------------
18,400 Raytheon Co. 1,029,250
--------------------------------------------------------------------
10,000 Rockwell International Corp. 487,500
--------------------------------------------------------------------
30,000 (a) Sun Microsystems, Inc. 1,080,000
--------------------------------------------------------------------
25,000 (a) Westell Technologies, Inc., Class A 415,625
-------------------------------------------------------------------- -----------
Total 11,053,555
-------------------------------------------------------------------- -----------
</TABLE>
<PAGE>
NEWPOINT EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
- ------- -------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -----------------------------------------------------------------------------------
CONSUMER CYCLICAL--6.1%
--------------------------------------------------------------------
40,000 (a) CompUSA, Inc. $ 1,462,500
--------------------------------------------------------------------
10,000 Limited, Inc. 240,625
--------------------------------------------------------------------
15,000 Nike, Inc., Class B 730,313
--------------------------------------------------------------------
14,000 Wal-Mart Stores, Inc. 559,125
-------------------------------------------------------------------- -----------
Total 2,992,563
-------------------------------------------------------------------- -----------
CONSUMER SERVICES--2.0%
--------------------------------------------------------------------
16,000 (a) Boston Chicken, Inc. 128,500
--------------------------------------------------------------------
3,000 Disney (Walt) Co. 284,812
--------------------------------------------------------------------
10,000 McDonald's Corp. 485,000
--------------------------------------------------------------------
2,000 Tricon Global Restaurants, Inc. 67,625
-------------------------------------------------------------------- -----------
Total 965,937
-------------------------------------------------------------------- -----------
CONSUMER STAPLES--7.4%
--------------------------------------------------------------------
8,000 Gillette Co. 738,500
--------------------------------------------------------------------
20,000 PepsiCo, Inc. 737,500
--------------------------------------------------------------------
20,000 Procter & Gamble Co. 1,526,250
--------------------------------------------------------------------
10,000 (a) Safeway, Inc. 607,500
-------------------------------------------------------------------- -----------
Total 3,609,750
-------------------------------------------------------------------- -----------
DRUGS & HEALTHCARE--19.8%
--------------------------------------------------------------------
21,000 Boston Scientific Corp. 948,937
--------------------------------------------------------------------
8,000 Johnson & Johnson 503,500
--------------------------------------------------------------------
22,000 Lilly (Eli) & Co. 1,387,375
--------------------------------------------------------------------
25,410 MedPartners, Inc. 628,898
--------------------------------------------------------------------
22,000 Medtronic, Inc. 1,050,500
--------------------------------------------------------------------
20,000 Pfizer, Inc. 1,455,000
--------------------------------------------------------------------
31,500 Thermo Cardiosystems, Inc. 610,313
--------------------------------------------------------------------
22,000 Warner-Lambert Co. 3,077,249
-------------------------------------------------------------------- -----------
Total 9,661,772
-------------------------------------------------------------------- -----------
</TABLE>
<PAGE>
NEWPOINT EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
- ------- -------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -----------------------------------------------------------------------------------
ENERGY--12.7%
--------------------------------------------------------------------
16,800 Exxon Corp. $ 1,024,800
--------------------------------------------------------------------
20,000 Halliburton Co. 1,078,750
--------------------------------------------------------------------
32,000 Royal Dutch Petroleum Co., ADR 1,686,000
--------------------------------------------------------------------
20,000 Schlumberger Ltd. 1,646,250
--------------------------------------------------------------------
10,000 Unocal Corp. 398,125
--------------------------------------------------------------------
7,500 Williams Cos., Inc. (The) 400,781
-------------------------------------------------------------------- -----------
Total 6,234,706
-------------------------------------------------------------------- -----------
FINANCE--INSURANCE, BANKING & OTHER--14.7%
--------------------------------------------------------------------
10,000 Allstate Corp. 858,750
--------------------------------------------------------------------
10,000 American Express Co. 788,750
--------------------------------------------------------------------
11,250 American International Group, Inc. 1,134,141
--------------------------------------------------------------------
30,000 Capstone Capital Trust, Inc. 708,750
--------------------------------------------------------------------
5,000 Chase Manhattan Corp. 543,125
--------------------------------------------------------------------
20,000 National Golf Properties, Inc. 635,000
--------------------------------------------------------------------
15,000 Progressive Corp. Ohio 1,530,000
--------------------------------------------------------------------
3,200 Wells Fargo & Co. 983,200
-------------------------------------------------------------------- -----------
Total 7,181,716
-------------------------------------------------------------------- -----------
TRANSPORTATION--0.9%
--------------------------------------------------------------------
8,000 CSX Corp. 418,500
-------------------------------------------------------------------- -----------
UTILITIES--2.1%
--------------------------------------------------------------------
24,000 Cincinnati Bell, Inc. 708,000
--------------------------------------------------------------------
10,000 WorldCom, Inc. 320,000
-------------------------------------------------------------------- -----------
Total 1,028,000
-------------------------------------------------------------------- -----------
TOTAL COMMON STOCKS (IDENTIFIED COST $32,143,603) 47,890,395
-------------------------------------------------------------------- -----------
</TABLE>
<PAGE>
NEWPOINT EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
- ------- -------------------------------------------------------------------- -----------
<C> <C> <S> <C>
MUTUAL FUND SHARES--2.0%
- -----------------------------------------------------------------------------------
998,316 Seven Seas Money Market Fund (AT AMORTIZED COST) $ 998,316
-------------------------------------------------------------------- -----------
TOTAL INVESTMENTS (IDENTIFIED COST $33,141,919)(B) $48,888,711
-------------------------------------------------------------------- -----------
</TABLE>
(a) Non-income producing security.
(b) The cost of investments for federal tax purposes amounts to $33,141,919. The
net unrealized appreciation of investments on a federal tax basis amounts to
$15,746,792 which is comprised of $17,207,604 appreciation and $1,460,812
depreciation at November 30, 1997.
Note: The categories of investments are shown as a percentage of net assets
($48,889,371) at November 30, 1997.
The following acronym is used throughout this portfolio:
ADR--American Depository Receipt
(See Notes which are an integral part of the Financial Statements)
<PAGE>
NEWPOINT EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1997
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
ASSETS:
- -------------------------------------------------------------------------------
Total investments in securities, at value (identified and tax cost $33,141,919) $48,888,711
- -------------------------------------------------------------------------------
Cash 2,956
- -------------------------------------------------------------------------------
Income receivable 47,199
- -------------------------------------------------------------------------------
Receivable for shares sold 142
- -------------------------------------------------------------------------------
Deferred organizational costs 7,612
- ------------------------------------------------------------------------------- -----------
Total assets 48,946,620
- -------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------------------
Payable for shares redeemed $ 6,300
- ---------------------------------------------------------------------
Income distribution payable 5,089
- ---------------------------------------------------------------------
Accrued expenses 45,860
- --------------------------------------------------------------------- -------
Total liabilities 57,249
- ------------------------------------------------------------------------------- -----------
Net Assets for 2,763,265 shares outstanding $48,889,371
- ------------------------------------------------------------------------------- -----------
NET ASSETS CONSIST OF:
- -------------------------------------------------------------------------------
Paid in capital $30,510,081
- -------------------------------------------------------------------------------
Net unrealized appreciation of investments 15,746,792
- -------------------------------------------------------------------------------
Accumulated net realized gain on investments 2,622,808
- -------------------------------------------------------------------------------
Undistributed net investment income 9,690
- ------------------------------------------------------------------------------- -----------
Total Net Assets $48,889,371
- ------------------------------------------------------------------------------- -----------
NET ASSET VALUE, Offering Price and Redemption Proceeds Per Share:
- -------------------------------------------------------------------------------
Net Asset Value Per Share ($48,889,371 / 2,763,265 shares outstanding) $17.69
- ------------------------------------------------------------------------------- -----------
Offering Price Per Share (100/95.50 of $17.69)* $18.52
- ------------------------------------------------------------------------------- -----------
</TABLE>
* See "What Shares Cost" in the Prospectus.
(See Notes which are an integral part of the Financial Statements)
<PAGE>
NEWPOINT EQUITY FUND
STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1997
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
INVESTMENT INCOME:
- -----------------------------------------------------------------------------------
Dividends $ 554,710
- -----------------------------------------------------------------------------------
Interest 65,409
- ----------------------------------------------------------------------------------- ----------
Total income 620,119
- -----------------------------------------------------------------------------------
EXPENSES:
- -----------------------------------------------------------------------------------
Investment advisory fee $345,408
- -----------------------------------------------------------------------
Administrative personnel and services fee 100,000
- -----------------------------------------------------------------------
Custodian fees 5,113
- -----------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses 33,780
- -----------------------------------------------------------------------
Directors'/Trustees' fees 6,091
- -----------------------------------------------------------------------
Auditing fees 13,207
- -----------------------------------------------------------------------
Legal fees 2,578
- -----------------------------------------------------------------------
Portfolio accounting fees 46,593
- -----------------------------------------------------------------------
Share registration costs 14,306
- -----------------------------------------------------------------------
Printing and postage 9,737
- -----------------------------------------------------------------------
Insurance premiums 2,800
- -----------------------------------------------------------------------
Miscellaneous 884
- ----------------------------------------------------------------------- --------
Total expenses 580,497
- -----------------------------------------------------------------------
Waiver--
- -----------------------------------------------------------------------
Waiver of investment advisory fee $ (69,082)
- ----------------------------------------------------------- ---------
Net expenses 511,415
- ----------------------------------------------------------------------------------- ----------
Net investment income 108,704
- ----------------------------------------------------------------------------------- ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- -----------------------------------------------------------------------------------
Net realized gain on investments 2,622,915
- -----------------------------------------------------------------------------------
Net change in unrealized appreciation of investments 6,465,113
- ----------------------------------------------------------------------------------- ----------
Net realized and unrealized gain on investments 9,088,028
- ----------------------------------------------------------------------------------- ----------
Change in net assets resulting from operations $9,196,732
- ----------------------------------------------------------------------------------- ----------
</TABLE>
(See Notes which are an integral part of the Financial Statements)
<PAGE>
NEWPOINT EQUITY FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
-----------------------------
1997 1996
----------- -----------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------------------
OPERATIONS--
- ----------------------------------------------------------------
Net investment income $ 108,704 $ 162,389
- ----------------------------------------------------------------
Net realized gain (loss) on investments ($2,622,915 net gain and $1,800,706, net
gain, respectively, as computed for federal tax
purposes) 2,622,915 1,810,858
- ----------------------------------------------------------------
Net change in unrealized appreciation 6,465,113 4,521,064
- ---------------------------------------------------------------- ----------- -----------
Change in net assets resulting from operations 9,196,732 6,494,311
- ---------------------------------------------------------------- ----------- -----------
DISTRIBUTIONS TO SHAREHOLDERS--
- ----------------------------------------------------------------
Distributions from net investment income (104,440) (162,364)
- ----------------------------------------------------------------
Distributions from net realized gains (1,800,823) (315,173)
- ---------------------------------------------------------------- ----------- -----------
Change in net assets resulting from distributions to
shareholders (1,905,263) (477,537)
- ---------------------------------------------------------------- ----------- -----------
SHARE TRANSACTIONS--
- ----------------------------------------------------------------
Proceeds from sale of shares 4,917,490 13,364,107
- ----------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of
distributions declared 1,806,165 3,433
- ----------------------------------------------------------------
Cost of shares redeemed (7,983,572) (2,329,055)
- ---------------------------------------------------------------- ----------- -----------
Change in net assets resulting from share transactions (1,259,917) 11,038,485
- ---------------------------------------------------------------- ----------- -----------
Change in net assets 6,031,552 17,055,259
- ----------------------------------------------------------------
NET ASSETS:
- ----------------------------------------------------------------
Beginning of period 42,857,819 25,802,560
- ---------------------------------------------------------------- ----------- -----------
End of period (including undistributed net investment income of
$9,690 and $5,426, respectively) $48,889,371 $42,857,819
- ---------------------------------------------------------------- ----------- -----------
</TABLE>
(See Notes which are an integral part of the Financial Statements)
<PAGE>
NEWPOINT EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1997
- --------------------------------------------------------------------------------
(1) ORGANIZATION
Newpoint Funds (the "Trust") is registered under the Investment Company Act of
1940, as amended (the "Act") as an open-end, management investment company. The
Trust consists of two portfolios. The financial statements included herein are
only those of Newpoint Equity Fund (the "Fund"), a diversified portfolio. The
financial statements of the other portfolio are presented separately. The assets
of each portfolio are segregated and a shareholder's interest is limited to the
portfolio in which shares are held. The investment objective of the Fund is to
achieve growth of capital and income.
(2) SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.
INVESTMENT VALUATIONS--Listed equity securities are valued at the last sale
price reported on a national securities exchange. Short-term securities are
valued at the prices provided by an independent pricing service. However,
short-term securities with remaining maturities of sixty days or less at
the time of purchase may be valued at amortized cost, which approximates
fair market value. Investments in other open-end regulated investment
companies are valued at net asset value.
INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
are accrued daily. Bond premium and discount, if applicable, are amortized
as required by the Internal Revenue Code, as amended (the "Code"). Dividend
income and distributions to shareholders are recorded on the ex-dividend
date.
FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the
Code applicable to regulated investment companies and to distribute to
shareholders each year substantially all of its income. Accordingly, no
provisions for federal tax are necessary.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Fund may engage in
when-issued or delayed delivery transactions. The Fund records when-issued
securities on the trade date and maintains security positions such that
sufficient liquid assets will be available to make payment for the
securities purchased. Securities purchased on a when-issued or delayed
delivery basis are marked to market daily and begin earning interest on the
settlement date.
USE OF ESTIMATES--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts of assets, liabilities,
expenses and revenues reported in the financial statements. Actual results
could differ from those estimated.
<PAGE>
NEWPOINT EQUITY FUND
- --------------------------------------------------------------------------------
OTHER--Investment transactions are accounted for on the trade date.
(3) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
Transactions in shares were as follows:
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER
30,
--------------------
1997 1996
-------- --------
<S> <C> <C>
- ------------------------------------------------------------------------
Shares sold 315,103 965,226
- ------------------------------------------------------------------------
Shares issued to shareholders in payment of distributions declared 125,636 246
- ------------------------------------------------------------------------
Shares redeemed (509,143) (167,671)
- ------------------------------------------------------------------------ -------- --------
Net change resulting from share transactions (68,404) 797,801
- ------------------------------------------------------------------------ -------- --------
</TABLE>
(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
INVESTMENT ADVISORY FEE--FirstMerit Bank, the Fund's investment adviser (the
"Adviser"), receives for its services an annual investment advisory fee equal to
0.75% of the Fund's average daily net assets. The Adviser may voluntarily choose
to waive any portion of its fee. The Adviser can modify or terminate this
voluntary waiver at any time at its sole discretion.
ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
with certain administrative personnel and services. The fee paid to FAS is based
on the level of average aggregate net assets of the Trust for the period.
TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES--Federated Services
Company ("FServ"), through its subsidiary, Federated Shareholder Services
Company ("FSSC") serves as transfer and dividend disbursing agent for the Fund.
The fee paid to FSSC is based on the size, type, and number of accounts and
transactions made by shareholders.
PORTFOLIO ACCOUNTING FEES--FServ maintains the Fund's accounting records for
which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.
ORGANIZATIONAL EXPENSES--Organizational expenses of $35,000 were borne initially
by FAS. The Fund has agreed to reimburse FAS for the organizational expenses
during the five year period following effective date. For the period ended
November 30, 1997, the Fund paid $2,114 pursuant to this agreement.
<PAGE>
NEWPOINT EQUITY FUND
- --------------------------------------------------------------------------------
GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.
(5) INVESTMENT TRANSACTIONS
Purchases and sales of investments, excluding short-term securities, for the
period ended November 30, 1997, were as follows:
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------
PURCHASES $19,873,478
- ------------------------------------------------------------------------------- -----------
SALES $19,702,390
- ------------------------------------------------------------------------------- -----------
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareholders and Board of Trustees of
NEWPOINT FUNDS
(Newpoint Government Money Market Fund and Newpoint Equity Fund):
We have audited the accompanying statements of assets and liabilities of
Newpoint Government Money Market Fund and Newpoint Equity Fund, (investment
portfolios of Newpoint Funds, a Massachusetts business trust), including the
schedule of portfolio investments, as of November 30, 1997, the related
statements of operations for the year then ended and changes in net assets, and
the financial highlights for each of the periods presented. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
November 30, 1997, by correspondence with the custodian and broker. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Newpoint Government Money Market Fund and Newpoint Equity Fund, investment
portfolios of Newpoint Funds, as of November 30, 1997, and the results of its
operations for the year then ended, and the changes in its net assets, and the
financial highlights for the periods presented, in conformity with generally
accepted accounting principles.
ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
January 7, 1998
<PAGE>
ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Newpoint Equity Fund
Newpoint Funds
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
- ------------------------------------------------------------------------------------------------
Distributor
Federated Securities Corp. Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Investment Adviser
FirstMerit Bank, N.A. 121 South Main Street
Akron, Ohio 44308-1440
- ------------------------------------------------------------------------------------------------
Custodian
State Street Bank and P.O. Box 8600
Trust Company Boston, Massachusetts 02266-8600
- ------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
and Portfolio Accounting Services
Federated Shareholder Services Company P.O. Box 8600
Boston, Massachusetts 02266-8600
- ------------------------------------------------------------------------------------------------
Independent Public Accountants
Arthur Andersen LLP 2100 One PPG Place
Pittsburgh, Pennsylvania 15222
- ------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NEWPOINT EQUITY FUND
(A PORTFOLIO OF NEWPOINT FUNDS)
PROSPECTUS
A Open-end, Diversified
Management Investment Company
January 31, 1998
LOGO
LOGO
Cusip 651722209
G00580-01 (1/98)
NEWPOINT EQUITY FUND
A PORTFOLIO OF NEWPOINT FUNDS
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information should be read with the prospectus
of the Newpoint Equity Fund (the "Fund" ) dated January 31, 1998. This
Statement is not a prospectus itself. To receive a copy of the prospectus,
write to FirstMerit Bank, N.A., 121 South Main Street, Akron, Ohio
44308-1440 or call, toll free 1-800-627-1289.
NEWPOINT FUNDS
5800 CORPORATE DRIVE
PITTSBURGH, PENNSYLVANIA 15237-7010
Statement dated January 31, 1998
FirstMerit Bank, N.A.,
Investment Adviser
[GRAPHIC OMITTED]
Federated Securities Corp. is the distributor of the Fund
and is a subsidiary of Federated Investors.
Cusip 651722209
G00580-02 (1/98)
<PAGE>
TABLE OF CONTENTS
I
GENERAL INFORMATION ABOUT THE FUND 1
INVESTMENT OBJECTIVE AND POLICIES 1
Convertible Securities 1
Zero Coupon Securities 1
Warrants 2
International Securities 2
When-Issued and Delayed Delivery Transactions 2
Repurchase Agreements 3
Restricted and Illiquid Securities 3
Futures and Options Transactions 3
Futures Contracts 3
"Margin" in Futures Transactions 4
Put Options on Financial Futures Contracts 4
Stock Index Options 4
Call Options on Financial Futures Contracts 5
Purchasing Put and Call Options on Portfolio Securities 5
Writing Covered Put and Call Options on Portfolio Securities 5
Reverse Repurchase Agreements 6
Investing in Securites of Other Investment Companies 6
Portfolio Turnover 6
INVESTMENT LIMITATIONS 6
NEWPOINT FUNDS MANAGEMENT 9
Fund Ownership 12
Trustees Compensation 13
Trustee Liability 14
INVESTMENT ADVISORY SERVICES 14
Adviser to the Fund 14
Advisory Fees 14
OTHER SERVICES 14
Fund Administration 14
Custodian and Portfolio Recordkeeper14
Transfer Agent 14
Independent Public Accountants 14
BROKERAGE TRANSACTIONS 15
PURCHASING SHARES 15
Distribution and Shareholder Services Plans 15
Conversion to Federal Funds 15
DETERMINING NET ASSET VALUE 16
Determining Market Value of Securities16
Trading in Foreign Securities 16
REDEEMING SHARES 16
Redemption in Kind 16
Massachusetts Partnership Law 17
TAX STATUS 17
The Fund's Tax Status 17
Foreign Taxes 17
Shareholders' Tax Status 17
TOTAL RETURN 18
YIELD 18
PERFORMANCE COMPARISONS 18
<PAGE>
GENERAL INFORMATION ABOUT THE FUND
The Fund is a portfolio in Newpoint Funds (the "Trust"), which was established
as a Massachusetts business trust under a Declaration of Trust dated November
12, 1990. Effective January 31, 1995, the Trust changed its name from "Portage
Funds" to "Newpoint Funds." The Declaration of Trust permits the Trust to offer
separate series of shares of beneficial interest representing interests in
separate portfolios of securities.
INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is to achieve growth of capital and income. The
investment objective cannot be changed without the approval of shareholders. The
policies described below may be changed by the Board of Trustees (the
"Trustees") without shareholder approval. Shareholders will be notified before
any material change in these policies becomes effective.
CONVERTIBLE SECURITIES
Convertible bonds and convertible preferred stocks are fixed income securities
that generally retain the investment characteristics of fixed income securities
until they have been converted but also react to movements in the underlying
equity securities. The holder is entitled to receive the fixed income of a bond
or the dividend preference of a preferred stock until the holder elects to
exercise the conversion privilege. Usable bonds are corporate bonds that can be
used, in whole or in part, customarily at full face value, in lieu of cash to
purchase the issuer's common stock. When owned as part of a unit along with
warrants, which are options to buy the common stock, they function as
convertible bonds, except that the warrants generally will expire before the
bond's maturity. Convertible securities are senior to equity securities and,
therefore, have a claim to assets of the corporation prior to the holders of
common stock in the case of liquidation. However, convertible securities are
generally subordinated to similar non-convertible securities of the same
company. The interest income and dividends from convertible bonds and preferred
stocks provide a stable stream of income with generally higher yields than
common stocks, but lower than non-convertible securities of similar quality.
The Fund will exchange or convert the convertible securities held in its
portfolio into shares of the underlying common stock in instances where, in the
opinion of FirstMerit Bank, the Fund's investment adviser (the "Adviser"), the
investment characteristics of the underlying common shares will assist the Fund
in achieving its investment objective. Otherwise, the Fund will hold or trade
the convertible securities. In selecting convertible securities for the Fund,
the Adviser evaluates the investment characteristics of the convertible security
as a fixed income instrument and the investment potential of the underlying
equity security for capital appreciation. In evaluating these matters with
respect to a particular convertible security, the Adviser considers numerous
factors, including the economic and political outlook, the value of the security
relative to other investment alternatives, trends in the determinants of the
issuer's profits, and the issuer's management capability and practices.
ZERO COUPON SECURITIES
The Fund may invest in zero coupon bonds and zero coupon convertible securities,
whose prices are more sensitive to fluctuations in interest rates than are
conventional bonds and convertible securities. The Fund may invest in zero
coupon bonds in order to receive the rate of return through the appreciation of
the bond. This application is extremely attractive in a falling rate environment
as the price of the bond rises rapidly in value as opposed to regular coupon
bonds. A zero coupon bond makes no periodic interest payments and the entire
obligation becomes due only upon maturity.
Zero coupon convertible securities are debt securities which are issued at a
discount to their face amount and do not entitle the holder to any periodic
payments of interest prior to maturity. Rather, interest earned on zero coupon
convertible securities accretes at a stated yield until the security reaches its
face amount at maturity. Zero coupon convertible securities are convertible into
a specific number of shares of the issuer's common stock. In addition, zero
coupon convertible securities usually have put features that provide the holder
with the opportunity to sell the bonds back to the issuer at a stated price
before maturity.
Federal tax law requires the holder of a zero coupon security to recognize
income from the security prior to the receipt of cash payments. To maintain its
qualification as a regulated investment company and avoid liability for federal
income taxes, the Fund will be required to distribute income accrued from zero
coupon securities which it owns, and may have to sell portfolio securities
(perhaps at disadvantageous times) in order to generate cash to satisfy these
distribution requirements.
WARRANTS
The Fund may invest in warrants. Warrants provide an option to purchase common
stock at a specific price (usually at a premium above the market value of the
optioned common stock at issuance) valid for a specific period of time. Warrants
may have a life ranging from less than a year to twenty years or may be
perpetual. However, most warrants have expiration dates after which they are
worthless. In addition, if the market price of the common stock does not exceed
the warrant's exercise price during the life of the warrant, the warrant will
expire as worthless. Warrants have no voting rights, pay no dividends, and have
no rights with respect to the assets of the corporation issuing them. The
percentage increase or decrease in the market price of the warrant may tend to
be greater than the percentage increase or decrease in the market price of the
underlying common stock.
INTERNATIONAL SECURITIES
The international equity securities in which the Fund may invest include
international stocks traded domestically or abroad through various stock
exchanges, American Depositary Receipts ("ADRs"), and International Depositary
Receipts ("IDRs"). The international fixed income securities will include ADRs,
IDRs, and government securities of other nations, and will be rated investment
grade (i.e., Baa or better by Moody's Investors Service, Inc. or BBB or better
by Standard and Poor's Rating Group) or deemed by the Adviser to be of an
equivalent quality. In the event that an international debt security which had
an eligible rating when purchased is downgraded below the ratings of Baa or BBB,
the Adviser will promptly reassess whether continued holding of the security is
consistent with the Fund's objective. The Fund may also invest in shares of
open-end and closed-end management investment companies which invest primarily
in international securities described above.
Investing in foreign securities carries substantial risks in addition to those
associated with domestic investments. Foreign securities may be denominated in
foreign currencies. Therefore, the value in U.S. dollars of the Fund's assets
and income may be affected by changes in exchange rates and regulations.
Although the Fund values its assets daily in U.S. dollars, it will not convert
its holding of foreign currencies to U.S. dollars daily. When the Fund converts
its holdings to another currency, it may incur currency conversion costs.
Foreign exchange dealers realize a profit on the difference between the prices
at which they buy and sell currencies.
Other differences between investing in foreign and U.S. companies include:
o less publicly available information about foreign companies;
o the lack of uniform financial accounting standards applicable to
foreign companies;
o less readily available market quotations on foreign companies;
o differences in government regulation and supervision of foreign stock
exchanges, brokers, listed companies, and banks;
o generally lower foreign stock market volume;
o the likelihood that foreign securities may be less liquid or more
volatile;
o generally higher foreign brokerage commissions;
o possible difficulty in enforcing contractual obligations or obtaining
court judgments abroad because of differences in the legal systems;
o unreliable mail service between countries; and
o political or financial changes which adversely affect investments in
some countries.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the Fund's
records at the trade date. These assets are marked to market daily and are
maintained until the transaction has been settled. The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.
<PAGE>
REPURCHASE AGREEMENTS
The Fund or its custodian will take possession of the securities subject to
repurchase agreements, and these securities will be marked to market daily. To
the extent that the original seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase price on any sale of such
securities. In the event that such a defaulting seller filed for bankruptcy or
became insolvent, disposition of such securities by the Fund might be delayed
pending court action. The Fund believes that under the regular procedures
normally in effect for custody of the Fund's portfolio securities subject to
repurchase agreements, a court of competent jurisdiction would rule in favor of
the Fund and allow retention or disposition of such securities. The Fund will
only enter into repurchase agreements with banks and other recognized financial
institutions, such as broker/dealers, which are deemed by the Adviser to be
creditworthy pursuant to guidelines established by the Trustees.
RESTRICTED AND ILLIQUID SECURITIES
The ability of the Trustees to determine the liquidity of certain restricted
securities is permitted under a Securities and Exchange Commission ("SEC") staff
position set forth in the adopting release for Rule 144A under the Securities
Act of 1933 (the "Rule"). The Rule is a non-exclusive safe-harbor for certain
secondary market transactions involving registration for resales of otherwise
restricted securities to qualified institutional buyers. The Rule was expected
to further enhance the liquidity of the secondary market for securities eligible
for resale under the Rule. The Fund believes that the staff of the SEC has left
the question of determining the liquidity of all restricted securities to the
Trustees. The Trustees may consider the following criteria in determining the
liquidity of certain restricted securities:
o the frequency of trades and quotes for the security;
o the number of dealers willing to purchase or sell the security and the
number of other potential buyers;
o dealer undertakings to make a market in the security; and
o the nature of the security and the nature of the marketplace trades.
The Fund may invest in commercial paper issued in reliance on the exemption from
registration afforded by Section 4(2) of the Securities Act of 1933 and treats
such commercial paper as liquid. Section 4(2) commercial paper is restricted as
to disposition under federal securities law and is generally sold to
institutional investors, such as the Fund, who agree that they are purchasing
the paper for investment purposes and not with a view to public distribution.
Any resale by the purchaser must be in an exempt transaction. Section 4(2)
commercial paper is normally resold to other institutional investors like the
Fund through or with the assistance of the issuer or investment dealers who make
a market in Section 4(2) commercial paper, thus providing liquidity.
FUTURES AND OPTIONS TRANSACTIONS
As a means of reducing fluctuations in the net asset value of shares of the
Fund, the Fund may attempt to hedge all or a portion of its portfolio by buying
and selling financial futures contracts, buying put and call options on
portfolio securities and put options on financial futures contracts, and writing
call options on futures contracts. The Fund may also write covered call options
on its portfolio securities and covered put options to attempt to increase its
current income. The Fund will maintain its positions in securities, option
rights, and segregated cash subject to puts and calls until the options are
exercised, closed, or have expired. An option position on financial futures
contracts may be closed out over-the-counter or on a nationally recognized
exchange which provides a secondary market for options of the same series.
FUTURES CONTRACTS
The Fund may purchase and sell financial futures contracts to hedge against the
effects of changes in the value of portfolio securities due to anticipated
changes in interest rates and market conditions without necessarily buying or
selling the securities. The Fund also may purchase and sell stock index futures
to hedge against changes in prices. The Fund will not engage in futures
transactions for speculative purposes.
<PAGE>
A futures contract is a firm commitment by two parties: the seller who agrees to
make delivery of the specific type of security called for in the contract
("going short") and the buyer who agrees to take delivery of the security
("going long") at a certain time in the future. For example, in the fixed income
securities market, prices move inversely to interest rates. A rise in rates
means a drop in price. Conversely, a drop in rates means a rise in price. In
order to hedge its holdings of fixed income securities against a rise in market
interest rates, the Fund could enter into contracts to deliver securities at a
predetermined price (i.e., "go short") to protect itself against the possibility
that the prices of its fixed income securities may decline during the Fund's
anticipated holding period. The Fund would "go long" (agree to purchase
securities in the future at a predetermined price) to hedge against a decline in
market interest rates.
Stock index futures contracts are based on indices that reflect the market value
of common stock of the firms included in the indices. An index futures contract
is an agreement pursuant to which two parties agree to take or make delivery of
an amount of cash equal to the differences between the value of the index at the
close of the last trading day of the contract and the price at which the index
contract was originally written.
"MARGIN" IN FUTURES TRANSACTIONS
Unlike the purchase or sale of a security, the Fund does not pay or receive
money upon the purchase or sale of a futures contract. Rather, the Fund is
required to deposit an amount of "initial margin" in cash or U.S. Treasury bills
with its custodian (or the broker, if legally permitted). The nature of initial
margin in futures transactions is different from that of margin in securities
transactions in that initial margin in futures transactions does not involve the
borrowing of funds by the Fund to finance the transactions. Initial margin is in
the nature of a performance bond or good faith deposit on the contract which is
returned to the Fund upon termination of the futures contract, assuming all
contractual obligations have been satisfied.
A futures contract held by the Fund is valued daily at the official settlement
price of the exchange on which it is traded. Each day the Fund pays or receives
cash, called "variation margin," equal to the daily change in value of the
futures contract. This process is known as "marking to market." Variation margin
does not represent a borrowing or loan by the Fund but is instead settlement
between the Fund and the broker of the amount one would owe the other if the
futures contract expired. In computing its daily net asset value, the Fund will
mark to market its open futures positions.
The Fund is also required to deposit and maintain margin when it writes call
options on futures contracts.
PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS
The Fund may purchase listed put options on financial futures contracts to
protect portfolio securities against decreases in value resulting from market
factors, such as an anticipated increase in interest rates. Unlike entering
directly into a futures contract, which requires the purchaser to buy a
financial instrument on a set date at a specified price, the purchase of a put
option on a futures contract entitles (but does not obligate) its purchaser to
decide on or before a future date whether to assume a short position at the
specified price.
Generally, if the hedged portfolio securities decrease in value during the term
of an option, the related futures contracts will also decrease in value and the
option will increase in value. In such an event, the Fund will normally close
out its option by selling an identical option. If the hedge is successful, the
proceeds received by the Fund upon the sale of the second option will be large
enough to offset both the premium paid by the Fund for the original option plus
the decrease in value of the hedged securities.
Alternatively, the Fund may exercise its put option to close out the position.
To do so, it would simultaneously enter into a futures contract of the type
underlying the option (for a price less than the strike price of the option) and
exercise the option. The Fund would then deliver the futures contract in return
for payment of the strike price. If the Fund neither closes out nor exercises an
option, the option will expire on the date provided in the option contract, and
only the premium paid for the contract will be lost.
STOCK INDEX OPTIONS
The Fund may purchase put options on stock indices listed on national securities
exchanges or traded in the over-the-counter market. A stock index fluctuates
with changes in the market values of the stocks included in the index.
<PAGE>
The effectiveness of purchasing stock index options will depend upon the extent
to which price movements in the Fund's portfolio correlate with price movements
of the stock index selected. Because the value of an index option depends upon
movements in the level of the index rather than the price of a particular stock,
whether the Fund will realize a gain or loss from the purchase of options on an
index depends upon movements in the level of stock prices in the stock market
generally or, in the case of certain indices, in an industry or market segment,
rather than movements in the price of a particular stock. Accordingly,
successful use by the Fund of options on stock indices will be subject to the
ability of the Adviser to predict correctly movements in the directions of the
stock market generally or of a particular industry. This requires different
skills and techniques than predicting changes in the price of individual stocks.
CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS
In addition to purchasing put options on futures, the Fund may write listed and
over-the-counter call options on financial futures contracts to hedge its
portfolio against an increase in market interest rates. When the Fund writes a
call option on a futures contract, it is undertaking the obligation of assuming
a short futures position (selling a futures contract) at the fixed strike price
at any time during the life of the option if the option is exercised. As stock
prices fall or market interest rates rise, causing the prices of futures to go
down, the Fund's obligation under a call option on a future (to sell a futures
contract) costs less to fulfill, causing the value of the Fund's call option
position to increase.
In other words, as the underlying futures price goes down below the strike
price, the buyer of the option has no reason to exercise the call, so that the
Fund keeps the premium received for the option. This premium can substantially
offset the drop in value of the Fund's portfolio securities.
Prior to the expiration of a call written by the Fund, or exercise of it by the
buyer, the Fund may close out the option by buying an identical option. If the
hedge is successful, the cost of the second option will be less than the premium
received by the Fund for the initial option. The net premium income of the Fund
will then substantially offset the decrease in value of the hedged securities.
The Fund will not maintain open positions in futures contracts it has sold or
call options it has written on futures contracts if, in the aggregate, the value
of the open positions (marked to market) exceeds the current market value of its
securities portfolio plus or minus the unrealized gain or loss on those open
positions, adjusted for the correlation of volatility between the hedged
securities and the futures contracts. If this limitation is exceeded at any
time, the Fund will take prompt action to close out a sufficient number of open
contracts to bring its open futures and options positions within this
limitation.
PURCHASING PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES
The Fund may purchase put and call options on portfolio securities to protect
against price movements in particular securities in its portfolio. A put option
gives the Fund, in return for a premium, the right to sell the underlying
security to the writer (seller) at a specified price during the term of the
option. A call option gives the Fund, in return for a premium, the right to buy
the underlying securities from the seller.
WRITING COVERED PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES
The Fund may also write covered put and call options to generate income and
thereby protect against price movements in particular securities in the Fund's
portfolio. As the writer of a call option, the Fund has the obligation upon
exercise of the option during the option period to deliver the underlying
security upon payment of the exercise price. As the writer of a put option, the
Fund has the obligation to purchase a security from the purchaser of the option
upon the exercise of the option.
The Fund may only write call options either on securities held in its portfolio
or on securities which it has the right to obtain without payment of further
consideration (or has segregated cash in the amount of any additional
consideration). In the case of put options, the Fund will segregate cash or U.S.
Treasury obligations with a value equal to or greater than the exercise price of
the underlying securities.
<PAGE>
REVERSE REPURCHASE AGREEMENTS
The Fund may also enter into reverse repurchase agreements. These transactions
are similar to borrowing cash. In a reverse repurchase agreement, the Fund
transfers possession of a portfolio instrument to another person, such as a
financial institution, broker, or dealer, in return for a percentage of the
instrument's market value in cash, and agrees that on a stipulated date in the
future the Fund will repurchase the portfolio instrument by remitting the
original consideration plus interest at an agreed upon rate. The use of reverse
repurchase agreements may enable the Fund to avoid selling portfolio instruments
at a time when a sale may be deemed to be disadvantageous, but the ability to
enter into reverse repurchase agreements does not ensure that the Fund will be
able to avoid selling portfolio instruments at a disadvantageous time.
When effecting reverse repurchase agreements, liquid assets of the Fund in a
dollar amount sufficient to make payment for the obligations to be purchased are
segregated at the trade date. These securities are marked to market daily and
are maintained until the transaction is settled.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Fund may invest in the securities of affiliated money market funds as an
efficient means of managing the Fund's uninvested cash.
PORTFOLIO TURNOVER
Although the Fund does not intend to invest for the purpose of seeking
short-term profits, securities in its portfolio will be sold whenever the
Adviser believes it is appropriate to do so in light of the Fund's investment
objective, without regard to the length of time a particular security may have
been held. For the fiscal years ended November 30, 1997 and 1996, the Fund's
portfolio turnover rates were 44% and 49%, respectively.
INVESTMENT LIMITATIONS
SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any securities on
margin, but may obtain such short-term credits as may be necessary for
clearance of purchases and sales of portfolio securities. The deposit or
payment by the Fund of initial or variation margin in connection with
futures contracts or related options transactions is not considered the
purchase of a security on margin.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities, except that the Fund may borrow
money directly or through reverse repurchase agreements in amounts up to
one-third of the value of its total assets, including the amount borrowed;
and except to the extent that the Fund may enter into futures contracts.
The Fund will not borrow money or engage in reverse repurchase agreements
for investment leverage, but rather as a temporary, extraordinary, or
emergency measure or to facilitate management of the Fund by enabling the
Fund to meet redemption requests when the liquidation of portfolio
securities is deemed to be inconvenient or disadvantageous. The Fund will
not purchase any securities while any borrowings in excess of 5% of its
total assets are outstanding.
PLEDGING ASSETS
The Fund will not mortgage, pledge, or hypothecate any assets except to
secure permitted borrowings. In those cases, it may mortgage, pledge, or
hypothecate assets having a market value not exceeding 10% of the value of
total assets at the time of the pledge. For purposes of this limitation,
the following will not be deemed to be pledges of the Fund's assets: (a)
the deposit of assets in escrow in connection with the writing of covered
put or call options and the purchase of securities on a when-issued basis;
and (b) collateral arrangements with respect to (i) the purchase and sale
of stock options (and options on stock indices) and (ii) initial or
variation margin for futures contracts. Margin deposits for the purchase
and sale of futures contracts and related options are not deemed to be a
pledge.
DIVERSIFICATION OF INVESTMENTS
With respect to securities comprising 75% of the value of its total
assets, the Fund will not purchase securities issued by any one issuer
(other than cash, cash items, or securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities, and repurchase
agreements collateralized by such securities) if, as a result, more than
5% of the value of its total assets would be invested in the securities of
that issuer, and will not acquire more than 10% of the outstanding voting
securities of any one issuer.
UNDERWRITING
The Fund will not underwrite any issue of securities, except as it may be
deemed to be an underwriter under the Securities Act of 1933 in connection
with the sale of securities in accordance with its investment objective,
policies, and limitations.
INVESTING IN REAL ESTATE
The Fund will not purchase or sell real estate, including limited
partnership interests, although it may invest in the securities of
companies whose business involves the purchase or sale of real estate or
in securities which are secured by real estate or interests in real
estate.
INVESTING IN COMMODITIES
The Fund will not purchase or sell commodities, commodity contracts, or
commodity futures contracts except to the extent that the Fund may engage
in transactions involving financial futures contracts or options on
financial futures contracts.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets, except portfolio securities up
to one-third of the value of its total assets. This shall not prevent the
Fund from purchasing or holding U.S. government obligations, money market
instruments, variable rate demand notes, bonds, debentures, notes,
certificates of indebtedness, or other debt securities, entering into
repurchase agreements, or engaging in other transactions where permitted
by the Fund's investment objective, policies, and limitations or the
Trust's Declaration of Trust.
CONCENTRATION OF INVESTMENTS
The Fund will not invest 25% or more of the value of its total assets in
any one industry (other than securities issued by the U.S. government, its
agencies or instrumentalities).
The above investment limitations cannot be changed without shareholder approval.
The following investment limitations may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in these limitations becomes effective.
INVESTING IN ILLIQUID SECURITIES
The Fund will not invest more than 15% of the value of its net assets in
illiquid securities, including repurchase agreements providing for
settlement in more than seven days after notice, non-negotiable fixed time
deposits with maturities over seven days, over-the-counter options, and
certain restricted securities not determined by the Trustees to be liquid.
PURCHASING SECURITIES TO EXERCISE CONTROL
The Fund will not purchase securities of a company for the purpose of
exercising control or management.
INVESTING IN OPTIONS
The Fund will not purchase put or call options on securities or futures
contracts if more than 5% of the value of the Fund's total assets would be
invested in premiums on open option positions.
<PAGE>
WRITING COVERED CALL OPTIONS
The Fund will not write call options on securities unless the securities
are held in the Fund's portfolio or unless the Fund is entitled to them in
deliverable form without further payment or after segregating cash in the
amount of any further payment.
Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction.
The Fund does not expect to borrow money or pledge securities in excess of 5% of
the value of its total assets in the coming fiscal year.
For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings association having capital, surplus, and undivided profits in excess
of $100,000,000 at the time of investment to be "cash items."
<PAGE>
NEWPOINT FUNDS MANAGEMENT
Officers and Trustees are listed with their addresses, birthdates, present
positions with Newpoint Funds, and principal occupations.
John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director or Trustee of the Funds. Mr. Donahue is the
father of J. Christopher Donahue, Executive Vice President and Trustee of the
Trust.
Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA
Birthdate: February 3, 1934
Trustee
Chairman of the Board, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Director, Member of
Executive Committee, University of Pittsburgh; Director or Trustee of the Funds.
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate: June 23, 1937
Trustee
President, Investment Properties Corporation; Senior Vice-President, John
R. Wood and Associates, Inc., Realtors; Partner or Trustee in private real
estate ventures in Southwest Florida; formerly, President, Naples Property
Management, Inc. and Northgate Village Development Corporation; Director or
Trustee of the Funds.
William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918
Trustee
Director and Member of the Executive Committee, Michael Baker, Inc.; formerly,
Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp.; Director, Ryan
Homes, Inc.; Director or Trustee of the Funds.
<PAGE>
J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President and Trustee
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global Research Corp.; President, Passport Research, Ltd.;
Trustee, Federated Shareholder Services Company, and Federated Shareholder
Services; Director, Federated Services Company; President or Executive Vice
President of the Funds; Director or Trustee of some of the Funds. Mr. Donahue is
the son of John F. Donahue, Chairman and Trustee of the Trust.
James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director or
Trustee of the Funds.
Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Trustee
Professor of Medicine, University of Pittsburgh; Medical Director, University of
Pittsburgh Medical Center - Downtown; Member, Board of Directors, University of
Pittsburgh Medical Center; formerly, Hematologist, Oncologist, and Internist,
Presbyterian and Montefiore Hospitals; Director or Trustee of the Funds.
Edward L. Flaherty, Jr.@
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate: June 18, 1924
Trustee
Attorney of Counsel, Miller, Ament, Henny & Kochuba; Director, Eat'N Park
Restaurants, Inc.; formerly, Counsel, Horizon Financial, F.A., Western Region;
Director or Trustee of the Funds.
Edward C. Gonzales *
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
President, Treasurer and Trustee
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., Federated Global Research Corp., and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.; Trustee, Federated
Shareholder Services Company; Trustee or Director of some of the Funds;
President, Executive Vice President and Treasurer of some of the Funds.
<PAGE>
Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
Birthdate: March 16, 1942
Trustee
Consultant; Former State Representative, Commonwealth of Massachusetts;
formerly, President, State Street Bank and Trust Company and State Street Boston
Corporation; Director or Trustee of the Funds.
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate: December 20, 1932
Trustee
President, Law Professor, Duquesne University; Consulting Partner, Mollica &
Murray; Director or Trustee of the Funds.
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Trustee
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., National Defense University and U.S. Space Foundation; President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal Emergency Management Advisory
Board and Czech Management Center, Prague; Director or Trustee of the Funds.
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: June 21, 1935
Trustee
Public relations/Marketing/Conference Planning; Director or Trustee of
the Funds.
John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, and Trustee, Federated Investors; Trustee,
Federated Advisers, Federated Management, and Federated Research; Director,
Federated Research Corp. and Federated Global Research Corp.; Trustee, Federated
Shareholder Services Company; Director, Federated Services Company; President
and Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive Vice President and Secretary of the Funds; Treasurer of some of
the Funds.
<PAGE>
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of the
Funds; Director or Trustee of some of the Funds.
C. Christine Thomson
Federated Investors Tower
Pittsburgh, PA
Birthdate: September 1, 1957
Vice President and Assistant Treasurer
Vice President and Assistant Treasurer of some of the Funds.
* This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940.
@ Member of the Executive Committee. The Executive Committee of the Board
of Trustees handles the responsibilities of the Board between meetings
of the Board.
As referred to in the list of Officers and Trustees, "Funds" includes the
following investment companies: 111 Corcoran Funds; Automated Government Money
Trust; Blanchard Funds; Blanchard Precious Metals Fund, Inc.; Cash Trust Series
II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily
Passport Cash Trust; Federated Adjustable Rate U.S. Government Fund, Inc.;
Federated American Leaders Fund, Inc.; Federated ARMs Fund; Federated Equity
Funds; Federated Equity Income Fund, Inc.; Federated Fund for U.S. Government
Securities, Inc.; Federated GNMA Trust; Federated Government Income Securities,
Inc.; Federated Government Trust; Federated High Income Bond Fund, Inc.;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Institutional Trust; Federated Insurance
Series; Federated Investment Portfolios; Federated Investment Trust; Federated
Master Trust; Federated Municipal Opportunities Fund, Inc.; Federated Municipal
Securities Fund, Inc.; Federated Municipal Trust; Federated Short-Term Municipal
Trust; Federated Short-Term U.S. Government Trust; Federated Stock and Bond
Fund, Inc.; Federated Stock Trust; Federated Tax-Free Trust; Federated Total
Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10 Years;
Federated Utility Fund, Inc.; First Priority Funds; Fixed Income Securities,
Inc.; High Yield Cash Trust; Intermediate Municipal Trust; International Series,
Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty Term
Trust, Inc. - 1999; Liberty U.S. Government Money Market Trust; Liquid Cash
Trust; Managed Series Trust; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Obligations Trust II; Money Market Trust;
Municipal Securities Income Trust; Newpoint Funds; RIMCO Monument Funds;
Targeted Duration Trust; Tax-Free Instruments Trust; The Planters Funds; The
Virtus Funds; Trust for Financial Institutions; Trust for Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; WesMark Funds; WCT Funds; and World Investment Series,
Inc.
FUND OWNERSHIP
Officers and Trustees own less than 1% of the Fund's outstanding shares.
As of January 5, 1998, the following shareholders of record owned 5% or more of
the outstanding shares of the Newpoint Equity Fund: SEI Trust Company, Oaks, PA,
as record holder of various underlying accounts, owned approximately 2,881,491
shares (97.15%).
As of January 5, 1998, the following shareholders of record owned 5% or more of
the outstanding shares of the Newpoint Government Money Market Fund: SEI Trust
Company, Oaks, PA, owned approximately 57,889,719 shares (47.72%); and First
National Bank Ohio, Akron, OH, owned approximately 29,114,238 shares (24.00%).
<PAGE>
TRUSTEES COMPENSATION
NAME , AND AGGREGATE
POSITION WITH THE COMPENSATION FROM
TRUST THE TRUST+
John F. Donahue,
Chairman and Trustee $0
Thomas G. Bigley,
Trustee $534
John T. Conroy, Jr.,
Trustee $587
William J. Copeland,
Trustee $587
J. Christopher Donahue
Executive Vice President and
Trustee $0
James E. Dowd,
Trustee $587
Lawrence D. Ellis, M.D.,
Trustee $534
Edward L. Flaherty, Jr.,
Trustee $587
Edward C. Gonzales,
President, Treasurer and Trustee $0
Peter E. Madden,
Trustee $534
John E. Murray, Jr.
Trustee $534
Wesley W. Posvar,
Trustee $534
Marjorie P. Smuts,
Trustee $534
+The aggregate compensation is paid by the Trust, which is comprised of two
portfolios. Information provided is for the fiscal year ended November 30, 1997.
<PAGE>
TRUSTEE LIABILITY
The Trust's Declaration of Trust provides that the Trustees will only be liable
for their own willful defaults. If reasonable care has been exercised in the
selection of officers, agents, employees, or investment advisers, a Trustee
shall not be liable for any neglect or wrongdoing of any such person. However,
they are not protected against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of their office.
INVESTMENT ADVISORY SERVICES
ADVISER TO THE FUND
The Fund's investment adviser is FirstMerit Bank, N.A. It is a wholly-owned
subsidiary of FirstMerit Corp. Because of the internal controls maintained by
FirstMerit Bank to restrict the flow of non-public information, Fund investments
are typically made without any knowledge of FirstMerit Bank's or its affiliates'
lending relationships with an issuer.
The Adviser shall not be liable to the Trust, the Fund, or any shareholder of
the Fund for any losses that may be sustained in the purchase, holding, or sale
of any security, or for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Trust.
ADVISORY FEES
For its advisory services, the Adviser receives an annual investment advisory
fee as described in the prospectus. For the fiscal years ended November 30,
1997, 1996, and 1995, the Adviser earned $345,408, $237,755, and $152,062,
respectively, of which $69,082, $117,537, and $123,730, respectively, were
voluntarily waived.
OTHER SERVICES
FUND ADMINISTRATION
Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund for a fee as described in the
prospectus. For the fiscal years ended November 30, 1997, 1996, and 1995, the
Administrator earned $100,000, $100,045, and $99,999, respectively, none of
which was waived.
CUSTODIAN AND PORTFOLIO RECORDKEEPER
State Street Bank and Trust Company, Boston, Massachusetts, is custodian for the
securities and cash of the Fund.
TRANSFER AGENT
Federated Services Company, Boston, MA, through its subsidiary Federated
Shareholder Services Company, is transfer agent and dividend disbursing agent
for the Fund. It also provides certain accounting and recordkeeping services
with respect to the Fund's portfolio investments.
INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Fund are Arthur Andersen LLP,
Pittsburgh, Pennsylvania.
<PAGE>
BROKERAGE TRANSACTIONS
The Adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the Adviser
and may include: advice as to the advisability of investing in securities;
security analysis and reports; economic studies; industry studies; receipt of
quotations for portfolio evaluations; and similar services. Research services
provided by brokers and dealers may be used by the Adviser or its affiliates in
advising the Fund and other accounts. To the extent that receipt of these
services may supplant services for which the Adviser or its affiliates might
otherwise have paid, it would tend to reduce their expenses. The Adviser and its
affiliates exercise reasonable business judgment in selecting brokers who offer
brokerage and research services to execute securities transactions. They
determine in good faith that commissions charged by such persons are reasonable
in relationship to the value of the brokerage and research services provided.
During the fiscal years ended November 30, 1997, 1996, and 1995, the Fund paid
total brokerage commissions of $44,778, $58,348, and $20,651, respectively.
Although investment decisions for the Fund are made independently from those of
the other accounts managed by the Adviser, investments of the type the Fund may
make may also be made by those other accounts. When the Fund and one or more
other accounts managed by the Adviser are prepared to invest in, or desire to
dispose of, the same security, available investments or opportunities for sales
will be allocated in a manner believed by the Adviser to be equitable to each.
In some cases, this procedure may adversely affect the price paid or received by
the Fund or the size of the position obtained or disposed of by the Fund. In
other cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.
PURCHASING SHARES
Except under certain circumstances described in the prospectus, shares of the
Fund are sold at their net asset value plus a sales charge, if any, on days the
New York Stock Exchange and the Federal Reserve Wire System are open for
business. The procedure for purchasing shares of the Fund is explained in the
prospectus under "Investing in the Fund."
DISTRIBUTION AND SHAREHOLDER SERVICES PLANS
These arrangements permit the payment of fees to financial institutions and the
distributor to stimulate distribution activities and to cause services to be
provided to shareholders by a representative who has knowledge of the
shareholder's particular circumstances and goals. These activities and services
may include, but are not limited to: marketing efforts; providing office space,
equipment, telephone facilities, and various clerical, supervisory, computer,
and other personnel as necessary or beneficial to establish and maintain
shareholder accounts and records; processing purchase and redemption
transactions and automatic investments of client account cash balances;
answering routine client inquiries; and assisting clients in changing dividend
options, account designations, and addresses.
By adopting the distribution plan, the Trustees expect that the Fund will be
able to achieve a more predictable flow of cash for investment purposes and to
meet redemptions. This will facilitate more efficient portfolio management and
assist the Fund in pursuing its investment objectives. By identifying potential
investors whose needs are served by the Fund's objectives, and properly
servicing these accounts, it may be possible to curb sharp fluctuations in rates
of redemptions and sales.
Other benefits, which may be realized under either arrangement, may include: (1)
providing personal services to shareholders; (2) investing shareholder assets
with a minimum of delay and administrative detail; (3) enhancing shareholder
recordkeeping systems; and (4) responding promptly to shareholders' requests and
inquiries concerning their accounts.
CONVERSION TO FEDERAL FUNDS
It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds. FirstMerit Bank and Federated
Shareholder Services Company act as the shareholder's agents in depositing
checks and converting them to federal funds.
<PAGE>
DETERMINING NET ASSET VALUE
The net asset value generally changes each day. The days on which the net asset
value is calculated by the Fund are described in the prospectus.
DETERMINING MARKET VALUE OF SECURITIES
Market or fair values of the Fund's portfolio securities are determined as
follows:
o for equity securities, according to the last sale price on a national
securities exchange, if applicable;
o in the absence of recorded sales for listed equity securities, according
to the mean between the last closing bid and asked prices;
o for unlisted equity securities, latest bid prices;
o for bonds and other fixed income securities, as determined by an
independent pricing service;
o for short-term obligations, according to the mean between bid and asked
prices as furnished by an independent pricing service, or for
short-term obligations with remaining maturities of 60 days or less at
the time of purchase, at amortized cost; or
o for all other securities, at fair value as determined in good faith
by the Trustees.
Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may reflect: institutional trading in
similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics, and other market data.
The Fund will value futures contracts, options and put options on financial
futures at their market values established by the exchanges at the close of
options trading on such exchanges, unless the Trustees determine in good faith
that another method of valuing option positions is necessary.
Over-the-counter put options will be valued at the mean between the bid and the
asked prices. Covered call options will be valued at the last sale price on the
national exchange on which such option is traded. Unlisted call options will be
valued at the latest bid price as provided by brokers.
TRADING IN FOREIGN SECURITIES
Trading in foreign securities may be completed at times which vary from the
closing of the New York Stock Exchange. In computing its net asset value, the
Fund values foreign securities at the latest closing price on the exchange on
which they are traded immediately prior to the closing of the New York Stock
Exchange. Certain foreign currency exchange rates may also be determined at the
latest rate prior to the closing of the New York Stock Exchange. Foreign
securities quoted in foreign currencies are translated into U.S. dollars at
current rates. Occasionally, events that affect these values and exchange rates
may occur between the times at which they are determined and the closing of the
New York Stock Exchange. If such events materially affect the value of portfolio
securities, these securities may be valued at their fair value as determined in
good faith by the Trustees, although the actual calculation may be done by
others.
REDEEMING SHARES
Shares are redeemed at the next computed net asset value after FirstMerit Bank
receives the redemption request. Redemption procedures are explained in the
prospectus under "Redeeming Shares." Redemption requests cannot be executed on
days on which the New York Stock Exchange is closed or on federal holidays when
wire transfers are restricted.
REDEMPTION IN KIND
The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act
of 1940 under which the Trust is obligated to redeem shares for any one
shareholder in cash only up to the lesser of $250,000 or 1% of the Fund's net
asset value during any 90-day period.
<PAGE>
Any redemption beyond this amount will also be in cash unless the Trustees
determine that payments should be in kind. In such a case, the Fund will pay all
or a portion of the remainder of the redemption in portfolio instruments, valued
in the same way as the Fund determines net asset value. The portfolio
instruments will be selected in a manner that the Trustees deem fair and
equitable.
Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.
MASSACHUSETTS PARTNERSHIP LAW
Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for acts or obligations of the Trust. To
protect shareholders of the Fund, the Trust has filed legal documents with
Massachusetts that expressly disclaim the liability of shareholders for such
acts or obligations of the Trust. These documents require notice of this
disclaimer to be given in each agreement, obligation, or instrument the Trust or
its Trustees enter into or sign on behalf of the Fund.
In the unlikely event a shareholder of the Fund is held personally liable for
the Trust's obligations, the Trust is required by the Declaration of Trust to
use its property to protect or compensate the shareholder. On request, the Trust
will defend any claim made and pay any judgment against a shareholder for any
act or obligation of the Trust. Therefore, financial loss resulting from
liability as a shareholder will occur only if the Trust itself cannot meet its
obligations to indemnify shareholders and pay judgments against them from its
assets.
TAX STATUS
THE FUND'S TAX STATUS
The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment afforded
to such companies. To qualify for this treatment, the Fund must, among other
requirements:
o derive at least 90% of its gross income from dividends, interest, and
gains from the sale of securities;
o invest in securities within certain statutory limits; and
o distribute to its shareholders at least 90% of its net income earned
during the year.
FOREIGN TAXES
Investment income on certain foreign securities in which the Fund may invest may
be subject to foreign withholding or other taxes that could reduce the return on
these securities. Tax treaties between the United States and foreign countries,
however, may reduce or eliminate the amount of foreign taxes to which the Fund
would be subject.
SHAREHOLDERS' TAX STATUS
Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional shares. The dividends received deduction for
corporations will apply to ordinary income distributions to the extent the
distribution represents amounts that would qualify for the dividends received
deduction to the Fund if the Fund were a regular corporation and to the extent
designated by the Fund as so qualifying. These dividends and any short-term
capital gains are taxable as ordinary income.
CAPITAL GAINS
Shareholders will pay federal tax at capital gains rates on long-term
capital gains distributed to them regardless of how long they have held
Fund shares.
<PAGE>
TOTAL RETURN
The average annual total return for the Fund is the average compounded rate of
return for a given period that would equate a $1,000 initial investment to the
ending redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of shares owned at the end of the period by
the maximum offering price per share at the end of the period. The number of
shares owned at the end of the period is based on the number of shares purchased
at the beginning of the period with $1,000, less any applicable sales charge,
adjusted over the period by any additional shares, assuming the monthly
reinvestment of all dividends and distributions.
The Fund's average annual total returns for the one year period ended November
30, 1997 and for the period from September 13, 1994 (date of initial public
investment) to November 30, 1997, were 16.86% and 20.56%, respectively.
YIELD
The yield for the Fund is determined by dividing the net investment income per
share (as defined by the SEC) earned by the Fund over a thirty-day period by the
maximum offering price per share of the Fund on the last day of the period. This
value is then annualized using semi-annual compounding. This means that the
amount of income generated during the thirty-day period is assumed to be
generated each month over a twelve-month period and is reinvested every six
months. The yield does not necessarily reflect income actually earned by the
Fund because of certain adjustments required by the SEC and, therefore, may not
correlate to the dividends or other distributions paid to shareholders.
To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in the Fund,
the performance will be reduced for those shareholders paying those fees.
The Fund's yield for the thirty-day period ended November 30, 1997, was 0%.
PERFORMANCE COMPARISONS
The Fund's performance depends upon such variables as:
o portfolio quality;
o average portfolio maturity;
o type of instruments in which the portfolio is invested;
o changes in interest rates and market value of portfolio securities;
o changes in the Fund's expenses; and
o various other factors.
The Fund's performance fluctuates on a daily basis largely because net earnings
and the maximum offering price per share fluctuate daily. Both net earnings and
offering price per share are factors in the computation of yield and total
return.
Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio
<PAGE>
securities and compute offering price. The financial publications and/or indices
which the Fund uses in advertising may include:
o LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund
categories by making comparative calculations using total return. Total
return assumes the reinvestment of all income dividends and capital
gains distributions, if any. From time to time, the Fund will quote its
Lipper ranking in the "growth and income" category in advertising and
sales literature.
o STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS, a
composite index of common stocks in industry, transportation, and
financial and public utility companies, can be used to compare to the
total returns of funds whose portfolios are invested primarily in
common stocks. In addition, the Standard & Poor's index assumes
reinvestments of all dividends paid by stocks listed on its index.
Taxes due on any of these distributions are not included, nor are
brokerage or other fees calculated in Standard & Poor's figures.
o MORNINGSTAR, INC., an independent rating service, is the publisher of
the bi-weekly MUTUAL FUND VALUES. MUTUAL FUND VALUES rates more than
1,000 NASDAQ-listed mutual funds of all types, according to their
risk-adjusted returns. The maximum rating is five stars, and ratings
are effective for two weeks.
Advertisements and other sales literature for the Fund may quote total returns
which are calculated on non-standardized base periods. These total returns also
represent the historic change in the value of an investment in the Fund based on
monthly reinvestment of dividends over a specified period of time.
Advertisements may quote performance information which does not reflect the
effect of the sales charge.
Advertising and other promotional literature may include charts, graphs and
other illustrations using the Fund's returns, or returns in general, that
demonstrate basic investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment. In addition, the Fund can
compare its performance, or performance for the types of securities in which it
invests, to a variety of other investments, such as bank savings accounts,
certificates of deposit, and Treasury bills.
ECONOMIC AND MARKET INFORMATION
Advertising and sales literature for the Fund may include discussions of
economic, financial and political developments and their effect on the
securities market. Such discussions may take the form of commentary on these
developments by fund portfolio managers and their views and analysis on how such
developments could affect the Fund. In addition, advertising and sales
literature may quote statistics and give general information about the mutual
fund industry, including the growth of the industry, from sources such as the
Investment Company Institute ("ICI"). For example, according to the ICI,
twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $3 trillion to the more than 5,500 funds available.
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NEWPOINT GOVERNMENT MONEY MARKET FUND
(A PORTFOLIO OF NEWPOINT FUNDS)
PROSPECTUS
Newpoint Government Money Market Fund (the "Fund") is a portfolio of Newpoint
Funds (the "Trust"), an open-end management investment company (a mutual fund).
The Fund is a money market fund which invests in short-term U.S. government
securities to achieve stability of principal and current income consistent with
stability of principal.
THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF
FIRSTMERIT CORP., FIRSTMERIT BANK, N.A., OR ANY OF THEIR RESPECTIVE SUBSIDIARIES
OR AFFILIATES, ARE NOT ENDORSED OR GUARANTEED BY FIRSTMERIT CORP.,
FIRSTMERIT BANK, N.A., OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR AFFILIATES,
AND ARE NOT INSURED BY THE U.S. GOVERNMENT, FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER FEDERAL GOVERNMENT AGENCY.
INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL. THE FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE; THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.
This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.
The Fund has also filed a Statement of Additional Information dated January 31,
1998 with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information, or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge, by calling 1-800-627-1289. To
obtain other information or to make inquiries about the Fund, contact the Fund
at the address listed in the back of this prospectus. The Statement of
Additional Information, material incorporated by reference into this document,
and other information regarding the Fund is maintained electronically with the
SEC at Internet Web site (http://www.sec.gov).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Prospectus dated January 31, 1998
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<S> <C> <C>
SUMMARY OF FUND EXPENSES 1
- ------------------------------------------------------
FINANCIAL HIGHLIGHTS 2
- ------------------------------------------------------
GENERAL INFORMATION 3
- ------------------------------------------------------
INVESTMENT INFORMATION 3
- ------------------------------------------------------
Investment Objective 3
Investment Policies 3
Investment Limitations 5
NEWPOINT FUNDS INFORMATION 6
- ------------------------------------------------------
Management of Newpoint Funds 6
Distribution of Fund Shares 7
Administration of the Fund 7
NET ASSET VALUE 7
- ------------------------------------------------------
INVESTING IN THE FUND 7
- ------------------------------------------------------
Share Purchases 7
Minimum Investment Required 8
What Shares Cost 8
Systematic Investment Program 8
Confirmations and Account Statements 8
Dividends 8
Capital Gains 9
EXCHANGE PRIVILEGE 9
- ------------------------------------------------------
Exchange-By-Telephone 9
REDEEMING SHARES 10
- ------------------------------------------------------
Through FirstMerit Bank or
FirstMerit Securities, Inc. 10
Systematic Withdrawal Program 11
Accounts with Low Balances 11
SHAREHOLDER INFORMATION 12
- ------------------------------------------------------
Voting Rights 12
EFFECT OF BANKING LAWS 12
- ------------------------------------------------------
TAX INFORMATION 13
- ------------------------------------------------------
Federal Income Tax 13
- ------------------------------------------------------
State and Local Taxes 13
PERFORMANCE INFORMATION 13
- ------------------------------------------------------
FINANCIAL STATEMENTS 14
- ------------------------------------------------------
REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS 20
- ------------------------------------------------------
ADDRESSES 21
- ------------------------------------------------------
</TABLE>
<PAGE>
SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price).............................................................. None
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price).............................................................. None
Contingent Deferred Sales Charge (as a percentage of original purchase price
or redemption proceeds, as applicable)........................................................ None
Redemption Fee (as a percentage of amount redeemed, if applicable)............ None
Exchange Fee........................................................................ None
ANNUAL FUND OPERATING EXPENSES
(As a percentage of average net assets)
Management Fee (after waiver)(1).................................................... 0.30%
12b-1 Fee.......................................................................................... None
Other Expenses................................................................................. 0.39%
Total Fund Operating Expenses(2)............................................... 0.69%
</TABLE>
(1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.50%.
(2) The total fund operating expenses would have been 0.89% absent the
voluntary waiver of a portion of the management fee. The total fund operating
expenses were 0.60% for the fiscal year ended November 30, 1997. The total fund
operating expenses in the table are based on estimated expenses expected during
the fiscal year ending November 30, 1998.
THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE "NEWPOINT FUNDS INFORMATION," AND "INVESTING IN THE FUND."
WIRE-TRANSFERRED REDEMPTIONS OF LESS THAN $5,000 MAY BE SUBJECT TO ADDITIONAL
FEES.
<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 invest-
ment assuming (1) 5% annual return and (2) redemption
at the end of each time period. The Fund charges no
redemption fees....................................... $7 $22 $38 $86
</TABLE>
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
<PAGE>
NEWPOINT GOVERNMENT MONEY MARKET FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
Reference is made to the Report of Independent Public Accountants on page 20.
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
----------------------------------------------------------------------------
1997 1996 1995 1994(B) 1993 1992 1991(A)
-------- ------ ------ ------- ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
- ----------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------
Net investment income 0.05 0.05 0.05 0.03 0.02 0.03 0.04
- ----------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------
Distributions from net investment
income (0.05) (0.05) (0.05) (0.03) (0.02) (0.03) (0.04)
- ---------------------------------------- ----- ----- ----- ------ ----- ----- ------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
- ---------------------------------------- ----- ----- ----- ------ ----- ----- ------
TOTAL RETURN (C) 4.93% 4.83% 5.24% 3.25% 2.47% 3.23% 3.87%
- ----------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------
Expenses 0.60% 0.63% 0.74% 0.77% 0.74% 0.73% 0.57% *
- ----------------------------------------
Net investment income 4.84% 4.73% 5.12% 3.24% 2.44% 3.21% 5.26%*
- ----------------------------------------
Expense waiver/reimbursement (d) 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.26%*
- ----------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------
Net assets, end of period (000
omitted) $123,165 $85,230 $99,674 $63,868 $48,897 $54,111 $64,140
- ----------------------------------------
</TABLE>
* Computed on an annualized basis.
(a) Reflects operations for the period from March 11, 1991 (date of initial
public investment) to November 30, 1991. For the period from the start of
business, December 20, 1990, to March 10, 1991, net investment income
aggregating $0.0136 per share ($1,346) was distributed to Federated
Administrative Services.
(b)As of February 4, 1994, Investment Shares were no longer offered and ceased
to exist. Prior to that date, the Fund had offered two classes of shares
known as Trust Shares and Investment Shares. The table above presents Trust
Share information for the periods prior to November 30, 1994. For the years
ended November 30, 1993, 1992, and for the period ended November 30, 1991,
Investment Share net assets (000 omitted) were $10,315, $14,114, and $7,933,
respectively.
(c)Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.
(d)This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.
(See Notes which are an integral part of the Financial Statements)
<PAGE>
GENERAL INFORMATION
- --------------------------------------------------------------------------------
Newpoint Funds were established as a Massachusetts business trust under a
Declaration of Trust dated November 12, 1990. The Declaration of Trust permits
the Trust to offer separate series of shares of beneficial interest representing
interests in separate portfolios of securities. The shares in any one portfolio
may be offered in separate classes. This prospectus relates only to that
portfolio of the Trust known as the Newpoint Government Money Market Fund. The
Trust, as of the date of this prospectus, offers shares in one other portfolio,
the Newpoint Equity Fund.
The Fund is designed for customers of FirstMerit Bank and its affiliates as a
convenient means of participating in a professionally-managed portfolio limited
to short-term U.S. government securities. A minimum initial investment of $1,000
is required. The Fund attempts to stabilize the value of a share at $1.00. Fund
shares are currently sold and redeemed at that price.
INVESTMENT INFORMATION
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
The investment objective of the Fund is to provide stability of principal and
current income consistent with stability of principal. The investment objective
cannot be changed without approval of shareholders. While there is no assurance
that the Fund will achieve its investment objective, it endeavors to do so by
complying with the diversification and other requirements of Rule 2a-7 under the
Investment Company Act of 1940 which regulates money market mutual funds and by
following the investment policies described in this prospectus.
INVESTMENT POLICIES
The Fund pursues its investment objective by investing in a portfolio of
short-term U.S. government securities. The average maturity of U.S. government
securities in the Fund's portfolio, computed on a dollar weighted basis, will be
90 days or less, and the Fund will invest only in securities with remaining
maturities of 13 months or less at the time of purchase by the Fund.
Unless indicated otherwise, the investment policies of the Fund may be changed
by the Board of Trustees (the "Trustees") without the approval of shareholders.
Shareholders will be notified before any material change in these policies
becomes effective.
ACCEPTABLE INVESTMENTS. The U.S. government securities in which the Fund
invests are either issued or guaranteed by the U.S. government, its agencies, or
instrumentalities. These securities include, but are not limited to:
- direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
notes, and bonds;
- notes, bonds, and discount notes issued to or guaranteed by U.S.
government agencies and instrumentalities supported by the full faith and
credit of the United States;
- notes, bonds, and discount notes of other U.S. government agencies or
instrumentalities which receive or have access to federal funding; and
<PAGE>
- notes, bonds, and discount notes of other U.S. government
instrumentalities supported only by the credit of the instrumentalities.
Some obligations issued or guaranteed by agencies or instrumentalities of the
U.S. government are backed by the full faith and credit of the U.S. Treasury. No
assurances can be given that the U.S. government will provide financial support
to other agencies or instrumentalities, since it is not obligated to do so.
These instrumentalities are supported by:
- the issuer's right to borrow an amount limited to a specific line of
credit from the U.S. Treasury;
- the discretionary authority of the U.S. government to purchase certain
obligations of an agency or instrumentality; or
- the credit of the agency or instrumentality.
REPURCHASE AGREEMENTS. The U.S. government securities in which the Fund invests
may be purchased pursuant to repurchase agreements. Repurchase agreements are
arrangements in which banks, broker/dealers, and other recognized financial
institutions sell U.S. government securities to the Fund and agree at the time
of sale to repurchase them at a mutually agreed upon time and price within one
year from the date of acquisition. The Fund or its custodian will take
possession of the securities subject to repurchase agreements and these
securities will be marked to market daily. To the extent that the original
seller does not repurchase the securities from the Fund, the Fund could receive
less than the repurchase price on any sale of such securities. In the event that
such a defaulting seller filed for bankruptcy or became insolvent, disposition
of such securities by the Fund might be delayed pending court action. The Fund
believes that under the regular procedures normally in effect for custody of the
Fund's portfolio securities subject to repurchase agreements, a court of
competent jurisdiction would rule in favor of the Fund and allow retention or
disposition of such securities. The Fund will only enter into repurchase
agreements with banks and other recognized financial institutions, such as
broker/ dealers, which are found by the Fund's investment adviser, FirstMerit
Bank, N.A. (the "Adviser"), to be creditworthy.
REVERSE REPURCHASE AGREEMENTS. The Fund may also enter into reverse repurchase
agreements. These transactions are similar to borrowing cash. In a reverse
repurchase agreement, the Fund transfers possession of a portfolio instrument to
another person, such as a financial institution, broker, or dealer, in return
for a percentage of the instrument's market value in cash, and agrees that on a
stipulated date in the future the Fund will repurchase the portfolio instrument
by remitting the original consideration plus interest at an agreed upon rate.
When effecting reverse repurchase agreements, assets of the Fund, in a dollar
amount sufficient to make payment for the obligations to be purchased, are
segregated on the Fund's records at the trade date and maintained until the
transaction is settled.
During the period any reverse repurchase agreements are outstanding, but only to
the extent necessary to assure completion of the reverse repurchase agreements,
the Fund will restrict the purchase of portfolio instruments to money market
instruments maturing on or before the expiration date of the reverse repurchase
agreements.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES. The Fund may invest in
securities of other investment companies as an efficient means of carrying out
its investment policies. It should be
<PAGE>
noted that investment companies incur certain expenses, such as management fees,
and, therefore, any investment by the Fund in shares of other investment
companies may be subject to such duplicate expenses.
LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, the
Fund may lend its portfolio securities on a short-term or a long-term basis up
to one-third of the value of its total assets to broker/dealers, banks, or other
institutional borrowers of securities. The Fund will only enter into loan
arrangements with broker/dealers, banks, or other institutions which the Adviser
has determined are creditworthy under guidelines established by the Trustees,
and will receive collateral in the form of cash or U.S. government securities
equal to at least 100% of the value of the securities loaned at all times.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may purchase securities
on a when-issued or delayed delivery basis. These transactions are arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future time. The seller's failure to complete these transactions may cause the
Fund to miss a price or yield considered to be advantageous. Settlement dates
may be a month or more after entering into these transactions, and the market
values of the securities purchased may vary from the purchase prices.
The Fund may dispose of a commitment prior to settlement if the Adviser deems it
appropriate to do so. In addition, the Fund may enter into transactions to sell
its purchase commitments to third parties at current market values and
simultaneously acquire other commitments to purchase similar securities at later
dates. The Fund may realize short-term profits or losses upon the sale of such
commitments.
INVESTMENT LIMITATIONS
The Fund will not:
- borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a portfolio instrument for a
percentage of its cash value with an agreement to buy it back on a set
date) or pledge securities except, under certain circumstances, the Fund
may borrow money and engage in reverse repurchase agreements in amounts
up to one-third of the value of its total assets and pledge up to 15% of
the value of its total assets to secure such borrowings.
The above limitation cannot be changed without shareholder approval. See
"Investment Objective and Policies" in the Statement of Additional Information.
The following limitation, however, may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in this limitation becomes effective.
The Fund will not:
- invest more than 10% of the value of its net assets in illiquid
securities, including repurchase agreements providing for settlement in
more than seven days after notice.
<PAGE>
NEWPOINT FUNDS INFORMATION
- --------------------------------------------------------------------------------
MANAGEMENT OF NEWPOINT FUNDS
BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Trustees are
responsible for managing the Fund's business affairs and for exercising all of
the powers of the Trust except those reserved for the shareholders. The
Executive Committee of the Board of Trustees handles the Board's
responsibilities between meetings of the Board.
INVESTMENT ADVISER. Pursuant to an investment advisory contract with the Trust,
investment decisions for the Fund are made by FirstMerit Bank, N.A. subject to
direction by the Trustees. The Adviser continually conducts investment research
and supervision for the Fund and is responsible for the purchase or sale of
portfolio instruments, for which it receives an annual fee from the Fund.
The Fund, its distributor, and the Adviser have adopted strict codes of ethics
governing the conduct of all employees who manage the Fund and its portfolio
securities. These codes recognize that such persons owe a fiduciary duty to the
Fund's shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Board of Trustees,
and could result in severe penalties.
ADVISORY FEES. The Adviser receives an annual investment advisory fee equal
to 0.50% of the Fund's average daily net assets. The investment advisory
contract provides for the voluntary reimbursement of expenses by the
Adviser to the extent any Fund expenses exceed such lower expense
limitation as the Adviser may, by notice to the Fund, voluntarily declare
to be effective. The Adviser can terminate this voluntary reimbursement of
expenses at any time at its sole discretion.
ADVISER'S BACKGROUND. FirstMerit Bank (formerly known as "First National
Bank of Ohio"), a national banking association formed in 1947, is a
wholly-owned subsidiary of FirstMerit Corp. (formerly known as "First
Bancorporation of Ohio"). Through its subsidiaries and affiliates,
FirstMerit Corp. offers a full range of financial services to the public,
including commercial lending, depository services, cash management,
brokerage services, retail banking, credit card services, mortgage banking,
investment advisory services, and trust services.
As of December 31, 1997, the Trust Division of FirstMerit Bank had
approximately $2.9 billion in assets under administration, of which it had
investment discretion over $1.4 billion. FirstMerit Bank has served as the
Fund's investment adviser since the Fund's inception.
As part of its regular banking operations, FirstMerit Bank may make loans
to public companies. Thus, it may be possible, from time to time, for the
Fund to hold or acquire the securities of issuers which are also lending
clients of FirstMerit Bank. The lending relationship will not be a factor
in the selection of securities.
<PAGE>
DISTRIBUTION OF FUND SHARES
Federated Securities Corp., Pittsburgh, Pennsylvania, is the principal
distributor for shares of the Fund. It is a Pennsylvania corporation organized
on November 14, 1969, and is the principal distributor for a number of
investment companies. Federated Securities Corp. is a subsidiary of Federated
Investors.
SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may pay financial
institutions a fee with respect to the average net asset value of shares held by
their customers for providing administrative services. This fee, if paid, will
be reimbursed by the Adviser and not the Fund.
ADMINISTRATION OF THE FUND
ADMINISTRATIVE SERVICES. Federated Administrative Services, Pittsburgh,
Pennsylvania, a subsidiary of Federated Investors, provides administrative
personnel and services (including certain legal and financial reporting
services) necessary to operate the Fund. Federated Administrative Services
provides these at an annual rate as specified below:
<TABLE>
<CAPTION>
MAXIMUM AVERAGE AGGREGATE DAILY NET
ADMINISTRATIVE FEE ASSETS OF THE NEWPOINT FUNDS
- -------------------- ----------------------------------
<S> <C>
0.150% on the first $250 million
0.125% on the next $250 million
0.100% on the next $250 million
on assets in excess of $750
0.075% million
</TABLE>
The administrative fee received during any fiscal year shall be at least $50,000
for the Fund. Federated Administrative Services may choose voluntarily to waive
a portion of its fee.
NET ASSET VALUE
- --------------------------------------------------------------------------------
The Fund attempts to stabilize the net asset value of its shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net asset
value per share is determined by subtracting total liabilities from assets and
dividing the remainder by the number of shares outstanding. The Fund, of course,
cannot guarantee that its net asset value will always remain at $1.00 per share.
INVESTING IN THE FUND
- --------------------------------------------------------------------------------
SHARE PURCHASES
Fund shares are sold on days on which the New York Stock Exchange and the
Federal Reserve Wire System are open for business. In connection with qualified
account relationships in the Trust Department of FirstMerit Bank, Fund shares
may be purchased by telephone through procedures established with FirstMerit
Bank and its affiliates. Such procedures may include arrangements under which
certain accounts are swept periodically and amounts exceeding an agreed-upon
minimum are invested automatically in the Fund. Individual investors may place
orders to purchase shares either by telephone or by mail. Texas residents should
purchase shares of the Fund through Federated Securities Corp. at
1-800-356-2805. The Fund reserves the right to reject any purchase request.
<PAGE>
THROUGH FIRSTMERIT BANK AND FIRSTMERIT SECURITIES, INC. Trust customers placing
an order to purchase shares of the Fund may open an account by calling
FirstMerit Bank at 330-384-7300. Information needed to establish the account
will be taken over the telephone.
Individual investors placing an order to purchase shares of the Fund may
telephone FirstMerit Securities, Inc. at 330-384-7230. An account may be opened
by completing a new account application form available from FirstMerit
Securities, Inc., III Cascade Plaza, Akron, Ohio 44308.
Payment may be made by either check, transfer from an Automated Clearing House
("ACH") member institution, federal funds or by debiting a customer's account at
FirstMerit Bank. Purchase orders must be received by 9:30 a.m. (Eastern time).
Payment is required before 3:00 p.m. (Eastern time) on the same business day in
order to earn dividends for that day.
MINIMUM INVESTMENT REQUIRED
The minimum initial investment in the Fund is $1,000. Subsequent investments may
be in amounts of $100 or more. The Fund may waive the initial minimum investment
from time to time.
WHAT SHARES COST
Fund shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund.
The net asset value is determined at 12:00 noon (Eastern time), 3:00 p.m.
(Eastern time), and as of the close of trading (normally 4:00 p.m., Eastern
time), on the New York Stock Exchange, Monday through Friday, except on: New
Year's Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
SYSTEMATIC INVESTMENT PROGRAM
Shareholders who are individual investors and have opened an account may add to
their investment on a regular basis in a minimum amount of $100. Under this
program, funds may be automatically withdrawn periodically from the
shareholder's checking account or by transfer from an ACH member institution and
invested in Fund shares. A shareholder may apply for participation in this
program through FirstMerit Securities, Inc.
CONFIRMATIONS AND ACCOUNT STATEMENTS
Shareholders will receive detailed confirmations of transactions (except for
systematic program transactions). In addition, shareholders will receive
periodic statements reporting all account activity, including dividends paid.
The Fund will not issue share certificates.
DIVIDENDS
Dividends are declared daily and paid monthly. Dividends will be reinvested on
payment dates in additional shares unless cash payments are requested by writing
to the Fund or FirstMerit Bank, N.A. or FirstMerit Securities, Inc., as
appropriate. Share purchase settlements received by the transfer agent's bank
before 3:00 p.m. (Eastern time) earn dividends that day.
<PAGE>
CAPITAL GAINS
Capital gains, if any, could result in an increase in dividends. Capital losses,
if any, could result in a decrease in dividends. If for some extraordinary
reason the Fund realizes net long-term or short-term capital gains, it will
distribute them at least once every 12 months.
EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
A shareholder may exchange shares of the Fund for shares of Newpoint Equity Fund
by calling or sending a written request to FirstMerit Securities, Inc. In
addition, shares of the Fund may also be exchanged for certain other funds
distributed by Federated Securities Corp. that are not advised by FirstMerit
Bank ("Federated Funds"). For further information on the availability of
Federated Funds for exchanges, call FirstMerit Securities, Inc. Exchanges are
subject to the minimum initial investment requirements of the fund into which
the exchange is being made. Prior to any exchange, the shareholder must receive
a copy of the current prospectus of the fund into which an exchange is to be
effected.
Shares may be exchanged at net asset value, plus the difference between the
Fund's sales charge (if any) already paid and any sales charge of the fund into
which Fund shares are to be exchanged, if higher.
When an exchange is made from a fund with a sales charge to a fund with no sales
charge, the shares exchanged and additional shares which have been purchased by
reinvesting dividends on such shares retain the character of the exchanged
shares for purposes of exercising further exchange privileges; thus, an exchange
of such shares for shares of a fund with a sales charge would be at net asset
value.
An excessive number of exchanges may be disadvantageous to the Trust. Therefore,
the Trust, in addition to its right to reject any exchange, reserves the right
to modify or terminate the exchange privilege of any shareholder who makes more
than six exchanges of shares of the Fund in a year, or three in a calendar
quarter. Shareholders would be notified prior to any modification or
termination.
Upon receipt of proper instructions and all necessary supporting documents, Fund
shares submitted for exchange will be redeemed at the next-determined net asset
value.
Written exchange instructions may require a signature guarantee. Exercise of
this privilege is treated as a sale for federal income tax purposes and,
depending on the circumstances, a short or long-term capital gain or loss may be
realized. The exchange privilege may be terminated at any time. Shareholders
will be notified of the termination of the exchange privilege. A shareholder may
obtain further information on the exchange privilege by calling FirstMerit
Securities, Inc. at 330-384-7230.
EXCHANGE-BY-TELEPHONE
Instructions for exchanges between portfolios which are part of the Trust may be
given by telephone to FirstMerit Securities, Inc. at 330-384-7230. Shares may be
exchanged by telephone only between fund accounts having identical shareholder
registrations.
Orders for exchanges received prior to 3:30 p.m. (Eastern time) on any day that
the Fund is open for business will be executed as of the close of business that
day. Orders for exchanges received after
<PAGE>
3:30 p.m. (Eastern time) on any business day will be executed at the close of
the next business day. The telephone exchange privilege may be modified or
terminated at any time. Shareholders will be notified of such modification or
termination.
Telephone exchange instructions may be recorded. If reasonable procedures are
not followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.
REDEEMING SHARES
- --------------------------------------------------------------------------------
The Fund redeems shares at their net asset value next determined after
FirstMerit Bank receives the redemption request. Redemptions will be made on
days on which the Fund computes its net asset value. Redemption requests cannot
be executed on days on which the New York Stock Exchange is closed or on federal
holidays when wire transfers are restricted. Requests for redemption can be made
in person or by telephone for trust customers. Individual investors can make
requests for redemption in person, by telephone or by mail through FirstMerit
Securities, Inc.
THROUGH FIRSTMERIT BANK OR FIRSTMERIT SECURITIES, INC.
BY TELEPHONE. A shareholder who is a trust customer of FirstMerit Bank may
redeem shares of the Fund by telephoning FirstMerit Bank at 330-384-7300. A
shareholder who is an individual investor/ customer of FirstMerit Securities,
Inc. may redeem shares by telephoning 330-384-7230. For calls received by
FirstMerit Securities, Inc. before 9:30 a.m. (Eastern time), proceeds will
either be wired the same day to the shareholder's account at FirstMerit Bank,
transferred through ACH to a member institution, or a check will be sent to the
address of record. Those shares will not be entitled to the dividend declared on
the day the redemption request was received. In no event will proceeds be sent
more than seven days after a proper request for redemption has been received. An
authorization form permitting the Fund to accept telephone requests must first
be completed. Authorization forms and information on this service are available
from FirstMerit Securities, Inc. Telephone redemption instructions may be
recorded.
In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption should be utilized, such as a written request to Federated
Shareholder Services Company or FirstMerit Securities, Inc.
If, at any time, the Fund shall determine it necessary to terminate or modify
this method of redemption, shareholders would be promptly notified.
If reasonable procedures are not followed by the Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.
BY MAIL. Shares may also be redeemed by sending a written request to FirstMerit
Securities, Inc. Call FirstMerit Securities, Inc. for specific instructions
before redeeming by letter. The shareholder will be asked to provide in the
request his name, the Fund name, his account number, and the share or dollar
amount requested. If share certificates have been issued, they must be properly
endorsed and should be sent by registered or certified mail with the written
request.
<PAGE>
SIGNATURES. Shareholders requesting a redemption of any amount to be sent to an
address other than that on record with the Fund or a redemption payable other
than to the shareholder of record must have their signatures guaranteed by:
- a trust company or commercial bank whose deposits are insured by the Bank
Insurance Fund ("BIF"), which is administered by the Federal Deposit
Insurance Corporation ("FDIC");
- a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchange;
- a savings bank or savings association whose deposits are insured by the
Savings Association Insurance Fund ("SAIF"), which is administered by the
FDIC; or
- any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934.
The Fund does not accept signatures guaranteed by a notary public.
The Fund and its transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Fund may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. The Fund and its transfer agent reserve the right
to amend these standards at any time without notice.
Normally, a check for the proceeds is mailed within one business day, but in no
event more than seven days, after receipt of a proper written redemption
request.
BY WRITING A CHECK. At the shareholder's request, Federated Shareholder Services
Company will establish a checking account for redeeming shares. For further
information, contact FirstMerit Securities, Inc.
With a Fund checking account, shares may be redeemed simply by writing a check
for $50 or more. The redemption will be made at the net asset value on the date
that the check is presented to the Fund. A check may not be written to close an
account. If a shareholder wishes to redeem shares and have the proceeds
available, a check may be written and negotiated through the shareholder's bank.
Checks should never be sent to Federated Shareholder Services Company or State
Street Bank and Trust Company to redeem shares. Canceled checks are sent to the
shareholder each month upon request.
SYSTEMATIC WITHDRAWAL PROGRAM
If a shareholder's account has a value of at least $10,000, a Systematic
Withdrawal Program may be established whereby automatic redemptions are made
from the account and transferred electronically to any commercial bank, savings
bank, or credit union that is an ACH member. A shareholder may apply for
participation in this program through FirstMerit Securities, Inc.
ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $1,000 due to
shareholder redemptions.
Before shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional shares to meet the minimum
requirement.
<PAGE>
SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------
VOTING RIGHTS
Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders of the Fund for vote. All shares in the
Trust have equal voting rights, except that in matters affecting a particular
Fund only shares of that Fund are entitled to vote.
As a Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Trust or Fund's operation and for the election of Trustees under
certain circumstances. As of January 5, 1998, SEI Trust Company, Oaks, PA, as
record holder of various underlying accounts owned approximately 57,889,719
shares (47.72%) of the Newpoint Government Money Market Fund and approximately
2,881,491 shares (97.15%) of the Newpoint Equity Fund, and therefore may, for
certain purposes, be deemed to control the Fund and be able to affect the
outcome of certain matters presented for a vote of shareholders.
Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of the shareholders for this purpose shall be called by the
Trustees upon the written request of shareholders owning at least 10% of the
outstanding shares of all series of the Trust entitled to vote.
EFFECT OF BANKING LAWS
- --------------------------------------------------------------------------------
The Glass-Steagall Act and other banking laws and regulations presently prohibit
a bank holding company registered under the Bank Holding Company Act of 1956 or
any affiliate thereof from sponsoring, organizing or controlling a registered,
open-end investment company continuously engaged in the issuance of its shares,
and from issuing, underwriting, selling or distributing securities in general.
Such laws and regulations do not prohibit such a holding company or affiliate
from acting as investment adviser, transfer agent, or custodian to such an
investment company or from purchasing shares of such a company as agent for and
upon the order of their customers. The Fund's investment adviser FirstMerit Bank
is subject to such banking laws and regulations.
FirstMerit Bank believes, based on the advice of its counsel, that it may
perform the investment advisory services for the Fund contemplated by its
advisory agreement with the Fund without violating the Glass-Steagall Act or
other applicable banking laws or regulations. Changes in either federal or state
statutes and regulations relating to the permissible activities of banks and
their subsidiaries or affiliates, as well as further judicial or administrative
decisions or interpretations of present or future statutes and regulations,
could prevent FirstMerit Bank from continuing to perform all or a part of the
above services. If this happens, changes in the operation of the Trust/Fund may
occur, including the possible alteration or termination of any automatic or
other share investment or redemption services then being provided, and the
Trustees would consider alternative investment advisers and other means of
continuing available investment services. It is not expected that shareholders
would suffer any adverse financial consequences as a result of any of these
occurrences.
<PAGE>
TAX INFORMATION
- --------------------------------------------------------------------------------
FEDERAL INCOME TAX
The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive the special tax treatment afforded to such companies.
The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Trust's other portfolios will not be combined for tax purposes with those
realized by the Fund.
Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
are received in cash or as additional shares. The Fund will provide detailed tax
information for reporting purposes.
STATE AND LOCAL TAXES
Shareholders are urged to consult their own tax advisers regarding the status of
their account under state and local tax laws.
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
From time to time, the Fund advertises its yield and effective yield.
The yield of the Fund represents the annualized rate of income earned on an
investment in the Fund over a seven-day period. It is the annualized dividends
earned during the period on the investment, shown as a percentage of the
investment. The effective yield is calculated similarly to the yield, but, when
annualized, the income earned by an investment in the Fund is assumed to be
reinvested daily. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment.
Total return represents the change, over a specified period of time, in the
value of an investment in the Fund after reinvesting all income distributions.
It is calculated by dividing that change by the initial investment and is
expressed as a percentage.
From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare the
Fund's performance to certain indices.
<PAGE>
NEWPOINT GOVERNMENT MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
- ----------- ---------------------------------------------------------------- ------------
<C> <C> <S> <C>
U.S. GOVERNMENT AGENCIES--116.2%
- -----------------------------------------------------------------------------------
FEDERAL FARM CREDIT BANK DISCOUNT NOTES--12.1%
----------------------------------------------------------------
$15,000,000 (a) 5.60%, 1/23/1998 $ 14,884,188
---------------------------------------------------------------- ------------
FEDERAL FARM CREDIT BANK--36.5%
----------------------------------------------------------------
45,000,000 5.55%-5.65%, 2/2/1998-3/2/1998 45,000,000
---------------------------------------------------------------- ------------
FEDERAL HOME LOAN BANK DISCOUNT NOTES--59.5%
----------------------------------------------------------------
73,323,000 (a) 5.41%-5.68%, 12/1/1997-12/23/1997 73,306,469
---------------------------------------------------------------- ------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION--8.1%
----------------------------------------------------------------
10,000,000 5.71%, 3/18/1998 10,001,875
---------------------------------------------------------------- ------------
TOTAL U.S. GOVERNMENT AGENCIES 143,192,532
---------------------------------------------------------------- ------------
U.S. TREASURY--4.1%
- -----------------------------------------------------------------------------------
5,000,000 United States Treasury Notes, 6.25%, 6/30/1998 5,017,529
---------------------------------------------------------------- ------------
TOTAL INVESTMENTS (AT AMORTIZED COST)(B) $148,210,061
---------------------------------------------------------------- ------------
</TABLE>
(a) Discount rate at time of purchase.
(b) Also represents cost for federal tax purposes.
Note: The categories of investments are shown as a percentage of net assets
($123,165,299) at November 30, 1997.
(See Notes which are an integral part of the Financial Statements)
<PAGE>
NEWPOINT GOVERNMENT MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1997
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
ASSETS:
- --------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value $148,210,061
- --------------------------------------------------------------------------------
Cash 27,603
- --------------------------------------------------------------------------------
Income receivable 333,455
- --------------------------------------------------------------------------------
Prepaid expenses 1,620
- -------------------------------------------------------------------------------- ------------
Total assets 148,572,739
- --------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------------------
Payable for investments purchased $25,000,000
- ------------------------------------------------------------------
Payable for shares redeemed 172,234
- ------------------------------------------------------------------
Income distribution payable 235,206
- ------------------------------------------------------------------ -----------
Total liabilities 25,407,440
- -------------------------------------------------------------------------------- ------------
Net Assets for 123,165,299 shares outstanding $123,165,299
- -------------------------------------------------------------------------------- ------------
NET ASSET VALUE, Offering Price and Redemption Proceeds Per Share:
($123,165,299 / 123,165,299 shares outstanding) $1.00
- -------------------------------------------------------------------------------- ------------
</TABLE>
(See Notes which are an integral part of the Financial Statements)
<PAGE>
NEWPOINT GOVERNMENT MONEY MARKET FUND
STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1997
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------
Interest $5,387,836
- ---------------------------------------------------------------------------------
EXPENSES:
- ---------------------------------------------------------------------------------
Investment advisory fee $ 495,323
- ---------------------------------------------------------------------
Administrative personnel and services fee 148,597
- ---------------------------------------------------------------------
Custodian fees 3,841
- ---------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses 52,779
- ---------------------------------------------------------------------
Directors'/Trustees' fees 7,054
- ---------------------------------------------------------------------
Auditing fees 12,696
- ---------------------------------------------------------------------
Legal fees 1,706
- ---------------------------------------------------------------------
Portfolio accounting fees 38,772
- ---------------------------------------------------------------------
Share registration costs 15,552
- ---------------------------------------------------------------------
Printing and postage 8,219
- ---------------------------------------------------------------------
Insurance premiums 2,383
- ---------------------------------------------------------------------
Miscellaneous 2,202
- --------------------------------------------------------------------- ---------
Total expenses 789,124
- ---------------------------------------------------------------------
Waiver--
- ---------------------------------------------------------------------
Waiver of investment advisory fee (198,130)
- --------------------------------------------------------------------- ---------
Net expenses 590,994
- --------------------------------------------------------------------------------- ----------
Net investment income $4,796,842
- --------------------------------------------------------------------------------- ----------
</TABLE>
(See Notes which are an integral part of the Financial Statements)
<PAGE>
NEWPOINT GOVERNMENT MONEY MARKET FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
-------------------------------
1997 1996
------------- -------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
- -----------------------------------------------------------
OPERATIONS--
- -----------------------------------------------------------
Net investment income $ 4,796,842 $ 4,117,984
- ----------------------------------------------------------- ------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS--
- -----------------------------------------------------------
Distributions from net investment income (4,796,842) (4,117,984)
- ----------------------------------------------------------- ------------ ------------
SHARE TRANSACTIONS--
- -----------------------------------------------------------
Proceeds from sale of shares 300,466,050 195,120,125
- -----------------------------------------------------------
Net asset value of shares issued to shareholders in payment
of distributions declared 2,098,311 1,098,483
- -----------------------------------------------------------
Cost of shares redeemed (264,629,137) (210,662,239)
- ----------------------------------------------------------- ------------ ------------
Change in net assets resulting from share transactions 37,935,224 (14,443,631)
- ----------------------------------------------------------- ------------ ------------
Change in net assets 37,935,224 (14,443,631)
- -----------------------------------------------------------
NET ASSETS:
- -----------------------------------------------------------
Beginning of period 85,230,075 99,673,706
- ----------------------------------------------------------- ------------ ------------
End of period $123,165,299 $ 85,230,075
- ----------------------------------------------------------- ------------ ------------
</TABLE>
(See Notes which are an integral part of the Financial Statements)
<PAGE>
NEWPOINT GOVERNMENT MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1997
- --------------------------------------------------------------------------------
(1) ORGANIZATION
Newpoint Funds (the "Trust") is registered under the Investment Company Act of
1940, as amended (the "Act") as an open-end, management investment company. The
Trust consists of two portfolios. The financial statements included herein are
only those of Newpoint Government Money Market Fund (the "Fund"). The financial
statements of the other portfolio are presented separately. The assets of each
portfolio are segregated and a shareholder's interest is limited to the
portfolio in which shares are held. The investment objective of the Fund is to
provide stability of principal and current income consistent with stability of
principal.
(2) SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.
INVESTMENT VALUATIONS --The Fund uses the amortized cost method to value
its portfolio securities in accordance with Rule 2a-7 under the Act.
INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS --Interest income and
expenses are accrued daily. Bond premium and discount, if applicable, are
amortized as required by the Internal Revenue Code, as amended (the
"Code"). Distributions to shareholders are recorded on the ex-dividend
date.
FEDERAL TAXES --It is the Fund's policy to comply with the provisions of
the Code applicable to regulated investment companies and to distribute to
shareholders each year substantially all of its income. Accordingly, no
provisions for federal tax are necessary.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS --The Fund may engage in
when-issued or delayed delivery transactions. The Fund records when-issued
securities on the trade date and maintains security positions such that
sufficient liquid assets will be available to make payment for the
securities purchased. Securities purchased on a when-issued or delayed
delivery basis are marked to market daily and begin earning interest on the
settlement date.
USE OF ESTIMATES --The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts of assets, liabilities,
expenses and revenues reported in the financial statements. Actual results
could differ from those estimated.
OTHER --Investment transactions are accounted for on the trade date.
<PAGE>
NEWPOINT GOVERNMENT MONEY MARKET FUND
- --------------------------------------------------------------------------------
(3) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value). At
November 30, 1997, capital paid-in aggregated $123,165,299.
Transactions in shares were as follows:
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
----------------------------
1997 1996
- ----------------------------------------------------------------- ------------ ------------
<S> <C> <C>
Shares sold 300,466,050 195,120,125
- -----------------------------------------------------------------
Shares issued to shareholders in payment of distributions
declared 2,098,311 1,098,483
- -----------------------------------------------------------------
Shares redeemed (264,629,137) (210,662,239)
- ----------------------------------------------------------------- ------------ ------------
Net change resulting from share transactions 37,935,224 (14,443,631)
- ----------------------------------------------------------------- ------------ ------------
</TABLE>
(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
INVESTMENT ADVISORY FEE --FirstMerit Bank, the Fund's investment adviser
(the "Adviser"), receives for its services an annual investment advisory
fee equal to 0.50% of the Fund's average daily net assets.
The Adviser may voluntarily choose to waive any portion of its fee and/or
reimburse certain operating expenses of the Fund. The Adviser can modify or
terminate this voluntary waiver and/or reimbursement at any time at its
sole discretion.
ADMINISTRATIVE FEE --Federated Administrative Services ("FAS") provides the
Fund with certain administrative personnel and services. The fee paid to
FAS is based on the level of average aggregate net assets of the Trust for
the period.
TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES --Federated
Services Company ("FServ"), through its subsidiary, Federated Shareholder
Services Company ("FSSC") serves as transfer and dividend disbursing agent
for the Fund. The fee paid to FSSC is based on the size, type, and number
of accounts and transactions made by shareholders.
PORTFOLIO ACCOUNTING FEES --FServ maintains the Fund's accounting records
for which it receives a fee. The fee is based on the level of the Fund's
average daily net assets for the period, plus out-of-pocket expenses.
GENERAL --Certain of the Officers and Trustees of the Trust are Officers
and Directors or Trustees of the above companies.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareholders and Board of Trustees of
NEWPOINT FUNDS
(Newpoint Government Money Market Fund and Newpoint Equity Fund):
We have audited the accompanying statements of assets and liabilities of
Newpoint Government Money Market Fund and Newpoint Equity Fund, (investment
portfolios of Newpoint Funds, a Massachusetts business trust), including the
schedule of portfolio investments, as of November 30, 1997, the related
statements of operations for the year then ended and changes in net assets, and
the financial highlights for each of the periods presented. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
November 30, 1997, by correspondence with the custodian and broker. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Newpoint Government Money Market Fund and Newpoint Equity Fund, investment
portfolios of Newpoint Funds, as of November 30, 1997, the results of its
operations for the year then ended, and the changes in its net assets, and the
financial highlights for the periods presented, in conformity with generally
accepted accounting principles.
ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
January 7, 1998
<PAGE>
ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Newpoint Government Money Market Fund
Newpoint Funds
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
- ------------------------------------------------------------------------------------------------
Distributor
Federated Securities Corp. Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Investment Adviser
FirstMerit Bank, N.A. 121 South Main Street
Akron, Ohio 44308-1440
- ------------------------------------------------------------------------------------------------
Custodian
State Street Bank and P.O. Box 8600
Trust Company Boston, Massachusetts 02266-8600
- ------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent and
Portfolio Accounting Services
Federated Shareholder Services Company P.O. Box 8600
Boston, Massachusetts 02266-8600
- ------------------------------------------------------------------------------------------------
Independent Public Accountants
Arthur Andersen LLP 2100 One PPG Place
Pittsburgh, Pennsylvania 15222
- ------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NEWPOINT GOVERNMENT
MONEY MARKET FUND
(A PORTFOLIO OF NEWPOINT FUNDS)
PROSPECTUS
An Open-end, Diversified
Management Investment Company
January 31, 1998
LOGO
LOGO
Cusip 735686107
0121703A (1/98)
NEWPOINT GOVERNMENT MONEY MARKET FUND
A PORTFOLIO OF NEWPOINT FUNDS
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information should be read with the prospectus
of the Newpoint Government Money Market Fund (the "Fund") dated January 31,
1998. This Statement is not a prospectus itself. To receive a copy of the
prospectus, write FirstMerit Bank, N.A., 121 South Main Street, Akron, Ohio
44308-1440 or call, toll free 1-800-627-1289.
NEWPOINT FUNDS
5800 CORPORATE DRIVE
PITTSBURGH, PENNSYLVANIA 15237-7010
Statement dated January 31, 1998
FirstMerit Bank, N.A.,
Investment Adviser
[GRAPHIC OMITTED]
Cusip 735686107
0121703B (1/98)
<PAGE>
TABLE OF CONTENTS
I
GENERAL INFORMATION ABOUT THE FUND 1
INVESTMENT OBJECTIVE AND POLICIES 1
Types of Investments 1
When-Issued and Delayed Delivery Transactions 1
Reverse Repurchase Agreements 1
Lending of Portfolio Securities 1
Investing in Securities of Other Investment
Companies 1
INVESTMENT LIMITATIONS 2
Regulatory Compliance 3
NEWPOINT FUNDS MANAGEMENT 4
Fund Ownership 7
Trustees Compensation 8
Trustee Liability 9
INVESTMENT ADVISORY SERVICES 9
Adviser to the Fund 9
Advisory Fees 9
OTHER SERVICES 9
Fund Administration 9
Custodian and Portfolio Recordkeeper 9
Transfer Agent 9
Independent Public Accountants 9
BROKERAGE TRANSACTIONS 9
PURCHASING SHARES 10
Conversion to Federal Funds 10
DETERMINING NET ASSET VALUE 10
Use of the Amortized Cost Method 10
REDEEMING SHARES 11
Redemption in Kind 11
Massachusetts Partnership Law 11
TAX STATUS 11
The Fund's Tax Status 11
Shareholders' Tax Status 12
YIELD 12
EFFECTIVE YIELD 12
TOTAL RETURN 12
PERFORMANCE COMPARISONS 13
<PAGE>
GENERAL INFORMATION ABOUT THE FUND
The Fund is a portfolio in Newpoint Funds (the "Trust"), which was established
as a Massachusetts business trust under a Declaration of Trust dated November
12, 1990. Effective January 31, 1995, the Trust changed its name from "Portage
Funds" to "Newpoint Funds," and the Fund changed its name from "Portage
Government Money Market Fund" to "Newpoint Government Money Market Fund." Prior
to February 1, 1994, the Fund was offered in both a Trust Shares class and an
Investment Shares class. As of February 1, 1994, the Fund no longer offered
separate classes of shares.
INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is to provide stability of principal and current
income consistent with stability of principal. This investment objective cannot
be changed without approval of shareholders.
TYPES OF INVESTMENTS
The Fund invests only in short-term U.S. government securities.
VARIABLE RATE U.S. GOVERNMENT SECURITIES
Some of the short-term U.S. government securities the Fund may purchase
carry variable interest rates. These securities have a rate of interest
subject to adjustment at least annually. This adjusted interest rate is
ordinarily tied to some objective standard, such as the 91-day U.S.
Treasury bill rate.
Variable interest rates will reduce the changes in the market value of
such securities from their original purchase prices. Accordingly, the
potential for capital appreciation or capital depreciation should not be
greater than the potential for capital appreciation or capital
depreciation of fixed interest rate U.S. government securities having
maturities equal to the interest rate adjustment dates of the variable
rate U.S. government securities.
The Fund may purchase variable rate U.S. government securities upon the
determination by the Board of Trustees (the "Trustees") that the interest
rate as adjusted will cause the instrument to have a current market value
that approximates its par value on the adjustment date.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the Fund's
records at the trade date. These assets are marked to market daily and are
maintained until the transaction has been settled. The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.
REVERSE REPURCHASE AGREEMENTS
The use of reverse repurchase agreements may enable the Fund to avoid selling
portfolio instruments at a time when a sale may be deemed to be disadvantageous,
but the ability to enter into reverse repurchase agreements does not ensure that
the Fund will be able to avoid selling portfolio instruments at a
disadvantageous time.
LENDING OF PORTFOLIO SECURITIES
The collateral received when the Fund lends portfolio securities must be valued
daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of the Fund or the borrower. The Fund may pay reasonable administrative and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or equivalent collateral to the borrower or placing
broker.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Fund may invest in securities of affiliated money market funds as an
efficient mans of managing the Fund's uninvested cash.
<PAGE>
INVESTMENT LIMITATIONS
SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as may be necessary for
clearance of purchases and sales of securities.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities except that the Fund may borrow
money directly or through reverse repurchase agreements in amounts up to
one-third of the value of its total assets including the amount borrowed.
The Fund will not borrow money or engage in reverse repurchase agreements
for investment leverage, but rather as a temporary, extraordinary, or
emergency measure or to facilitate management of the portfolio by enabling
the Fund to meet redemption requests when the liquidation of portfolio
securities is deemed to be inconvenient or disadvantageous. The Fund will
not purchase any securities while borrowings in excess of 5% of the value
of its total assets are outstanding.
RESTRICTED SECURITIES
The Fund will not invest more than 10% of the value of its net assets in
securities subject to restrictions on resale under the Securities Act of
1933 except for certain restricted securities which meet criteria for
liquidity as established by the Board of Trustees.
PLEDGING ASSETS
The Fund will not mortgage, pledge or hypothecate any assets, except to
secure permitted borrowings. In those cases, it may pledge assets having a
market value not exceeding the lesser of the dollar amounts borrowed or
15% of the value of total assets of the Fund at the time of the pledge.
UNDERWRITING
The Fund will not underwrite any issue of securities except as it may be
deemed to be an underwriter under the Securities Act of 1933 in connection
with the sale of securities in accordance with its investment objective,
policies, and limitations.
INVESTING IN REAL ESTATE
The Fund will not buy or sell real estate although it may invest in
securities secured by real estate or interests in real estate.
INVESTING IN COMMODITIES
The Fund will not buy or sell commodities, commodity contracts, or
commodities futures contracts.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets, except portfolio securities.
This shall not prevent the Fund from purchasing or holding bonds,
debentures, notes, certificates of indebtedness or other debt securities,
entering into repurchase agreements or engaging in other transactions
where permitted by its investment objective, policies and limitations or
Declaration of Trust.
The above investment limitations cannot be changed without shareholder approval.
The following limitations, however, may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in these limitations becomes effective.
INVESTING IN ILLIQUID SECURITIES
The Fund will not invest more than 10% of the value of its net assets in
illiquid securities, including repurchase agreements providing for
settlement more than seven days after notice and certain restricted
securities determined by the Trustees not to be liquid.
DEALING IN PUTS AND CALLS
The Fund will not buy or sell puts, calls, straddles, spreads, or any
combination of these.
REGULATORY COMPLIANCE
The Fund may follow non-fundamental operational policies that are more
restrictive than their fundamental investment limitations, as set forth in this
prospectus and Statement of Additional Information, in order to comply with
applicable laws and regulations, including the provisions of and regulations
under the Investment Company Act of 1940, (the "ICA"). In particular, the Fund
will comply with the various requirements of SEC Rule 2a-7 under the ICA which
regulates money market mutual funds. For example, with limited exceptions, Rule
2a-7 prohibits the investment of more than 5% of a fund's total assets in the
securities of any one issuer, although the Fund's investment limitation only
requires such 5% diversification with respect to 75% of its assets. The Fund
will invest more than 5% of its assets in any one issuer only under the
circumstances permitted by Rule 2a-7. The Fund will also determine the effective
maturity of its investments, as well as its ability to consider a security as
having received the requisite short-term ratings by the rating agencies,
according to Rule 2a-7. The Fund may change these operational policies to
reflect changes in the laws and regulations without the approval of its
shareholders.
<PAGE>
NEWPOINT FUNDS MANAGEMENT
Officers and Trustees are listed with their addresses, birthdates, present
positions with Newpoint Funds, and principal occupations.
John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director or Trustee of the Funds. Mr. Donahue is the
father of J. Christopher Donahue, Executive Vice President and Trustee of the
Trust.
Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate: February 3, 1934
Trustee
Chairman of the Board, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Trustee, University
of Pittsburgh; Director or Trustee of the Funds.
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate: June 23, 1937
Trustee
President, Investment Properties Corporation; Senior Vice-President, John
R. Wood and Associates, Inc., Realtors; Partner or Trustee in private real
estate ventures in Southwest Florida; formerly, President, Naples Property
Management, Inc. and Northgate Village Development Corporation; Director or
Trustee of the Funds.
William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918
Trustee
Director and Member of the Executive Committee, Michael Baker, Inc.; formerly,
Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp.; Director, Ryan
Homes, Inc.; Director or Trustee of the Funds.
<PAGE>
J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President and Trustee
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global Research Corp.; President, Passport Research, Ltd.;
Trustee, Federated Shareholder Services Company, and Federated Shareholder
Services; Director, Federated Services Company; President or Executive Vice
President of the Funds; Director or Trustee of some of the Funds. Mr. Donahue is
the son of John F. Donahue, Chairman and Trustee of the Trust.
James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Trustee of
the Funds.
Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Trustee
Professor of Medicine, University of Pittsburgh; Medical Director, University of
Pittsburgh Medical Center - Downtown; Member, Board of Directors, University of
Pittsburgh Medical Center; formerly, Hematologist, Oncologist, and Internist,
Presbyterian and Montefiore Hospitals; Director or Trustee of the Funds.
Edward L. Flaherty, Jr.@
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate: June 18, 1924
Trustee
Attorney of Counsel, Miller, Ament, Henny & Kochuba; Director, Eat'N Park
Restaurants, Inc.; formerly, Counsel, Horizon Financial, F.A., Western Region;
Director or Trustee of the Funds.
Edward C. Gonzales *
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
President, Treasurer and Trustee
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., Federated Global Research Corp. and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.; Trustee, Federated
Shareholder Services Company; Trustee or Director of some of the Funds;
President, Executive Vice President and Treasurer of some of the Funds.
<PAGE>
Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
Birthdate: March 16, 1942
Trustee
Consultant; Former State Representative, Commonwealth of Massachusetts;
formerly, President, State Street Bank and Trust Company and State Street Boston
Corporation; Director or Trustee of the Funds.
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate: December 20, 1932
Trustee
President, Law Professor, Duquesne University; Consulting Partner, Mollica &
Murray; Director or Trustee of the Funds.
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Trustee
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., National Defense University, U.S. Space Foundation; President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal Emergency Management Advisory
Board and Czech Management Center, Prague; Director or Trustee of the Funds.
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: June 21, 1935
Trustee
Public relations/Marketing/Conference Planning, Manchester Craftsmen's Guild;
Restaurant Consultant, Frick Art & History Center; Conference Coordinator,
University of Pittsburgh Art History Department; Director or Trustee of the
Funds.
John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, and Trustee, Federated Investors; Trustee,
Federated Advisers, Federated Management, and Federated Research; Director,
Federated Research Corp. and Federated Global Research Corp.; Trustee, Federated
Shareholder Services Company; Director, Federated Services Company; President
and Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive Vice President and Secretary of the Funds; Treasurer of some of
the Funds.
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of the
Funds; Director or Trustee of some of the Funds.
C. Christine Thomson
Federated Investors Tower
Pittsburgh, PA
Birthdate: September 1, 1957
Vice President and Assistant Treasurer
Vice President and Assistant Treasurer of some of the Funds.
* This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940.
@ Member of the Executive Committee. The Executive Committee of the Board
of Trustees handles the responsibilities of the Board between meetings
of the Board.
As used in the table above, "The Funds" and "Funds" mean the following
investment companies: 111 Corcoran Funds; Automated Government Money Trust;
Blanchard Funds; Blanchard Precious Metals Fund, Inc.; Cash Trust Series II;
Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily
Passport Cash Trust; Federated Adjustable Rate U.S. Government Fund, Inc.;
Federated American Leaders Fund, Inc.; Federated ARMs Fund; Federated Equity
Funds; Federated Equity Income Fund, Inc.; Federated Fund for U.S. Government
Securities, Inc.; Federated GNMA Trust; Federated Government Income Securities,
Inc.; Federated Government Trust; Federated High Income Bond Fund, Inc.;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Institutional Trust; Federated Insurance
Series; Federated Investment Portfolios; Federated Investment Trust; Federated
Master Trust; Federated Municipal Opportunities Fund, Inc.; Federated Municipal
Securities Fund, Inc.; Federated Municipal Trust; Federated Short-Term Municipal
Trust; Federated Short-Term U.S. Government Trust; Federated Stock and Bond
Fund, Inc.; Federated Stock Trust; Federated Tax-Free Trust; Federated Total
Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10 Years;
Federated Utility Fund, Inc.; First Priority Funds; Fixed Income Securities,
Inc.; High Yield Cash Trust; Intermediate Municipal Trust; International Series,
Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty Term
Trust, Inc. - 1999; Liberty U.S. Government Money Market Trust; Liquid Cash
Trust; Managed Series Trust; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Obligations Trust II; Money Market Trust;
Municipal Securities Income Trust; Newpoint Funds; RIMCO Monument Funds;
Targeted Duration Trust; Tax-Free Instruments Trust; The Planters Funds; The
Virtus Funds; Trust for Financial Institutions; Trust for Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; WesMark Funds; WCT Funds; and World Investment Series,
Inc.
FUND OWNERSHIP
Officers and Trustees own less than 1% of the Fund's outstanding shares.
As of January 5, 1998, the following shareholders of record owned 5% or more of
the outstanding shares of the Newpoint Government Money Market Fund: SEI Trust
Company, Oaks, PA, owned approximately 57,889,719 shares (47.72%); and First
National Bank Ohio, Akron, OH, owned approximately 29,114,238 shares (24.00%).
As of January 5, 1998, the following shareholders of record owned 5% or more of
the outstanding shares of the Newpoint Equity Fund: SEI Trust Company, Oaks, PA,
as records holder of various underlying accounts, owned approximately 2,881,491
shares (97.15%).
<PAGE>
TRUSTEES COMPENSATION
NAME , AND AGGREGATE
POSITION WITH THE COMPENSATION FROM
TRUST THE TRUST+
John F. Donahue,
Chairman and Trustee $0
Thomas G. Bigley,
Trustee $572
John T. Conroy, Jr.,
Trustee $629
William J. Copeland,
Trustee $629
J. Christopher Donahue
Executive Vice President and
Trustee $0
James E. Dowd,
Trustee $629
Lawrence D. Ellis, M.D.,
Trustee $572
Edward L. Flaherty, Jr.,
Trustee $629
Edward C. Gonzales,
President, Treasurer and Trustee $0
Peter E. Madden,
Trustee $572
John E. Murray, Jr.
Trustee $572
Wesley W. Posvar,
Trustee $572
Marjorie P. Smuts,
Trustee $572
+The aggregate compensation is paid by the Trust, which is comprised of two
portfolios. Information provided is for the fiscal year ended November 30, 1997.
<PAGE>
TRUSTEE LIABILITY
The Trust's Declaration of Trust provides that the Trustees will only be liable
for their own willful defaults. If reasonable care has been exercised in the
selection of officers, agents, employees, or investment advisers, a Trustee
shall not be liable for any neglect or wrong doing of any such person. However,
they are not protected against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of their office.
INVESTMENT ADVISORY SERVICES
ADVISER TO THE FUND
The Fund's investment adviser is FirstMerit Bank, N.A. (the "Adviser"). It is a
wholly-owned subsidiary of FirstMerit Corp. Because of the internal controls
maintained by FirstMerit Bank to restrict the flow of non-public information,
Fund investments are typically made without any knowledge of FirstMerit Bank's
or its affiliates' lending relationships with an issuer.
The Adviser shall not be liable to the Trust, the Fund or any shareholder of the
Fund for any losses that may be sustained in the purchase, holding, or sale of
any security or for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Trust.
ADVISORY FEES
For its advisory services, the Adviser receives an annual investment advisory
fee as described in the prospectus. For the fiscal years ended November 30,
1997, 1996, and 1995, the Adviser earned $495,323, $435,274 and $343,660,
respectively, of which $198,130, $174,100 and $137,464, respectively, were
voluntarily waived.
OTHER SERVICES
FUND ADMINISTRATION
Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund for a fee as described in the
prospectus. For the fiscal years ended November 30, 1997, 1996, and 1995, the
Fund incurred costs for administrative services of $148,597, $130,582 and
$103,098, respectively.
CUSTODIAN AND PORTFOLIO RECORDKEEPER
State Street Bank and Trust Company, Boston, Massachusetts, is custodian for the
securities and cash of the Fund.
TRANSFER AGENT
Federated Services Company, Boston, MA, through its subsidiary Federated
Shareholder Services Company, is transfer agent and dividend disbursing agent
for the Fund. It also provides certain accounting and recordkeeping services
with respect to the Fund's portfolio investments.
INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Fund are Arthur Andersen LLP,
Pittsburgh, Pennsylvania.
BROKERAGE TRANSACTIONS
When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally use those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The Adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
guidelines established by the Trustees. The Adviser may select brokers and
dealers who offer brokerage and research services. These services may be
furnished directly to the Fund or to the Adviser and may include: advice as to
the advisability of investing in securities; security analysis and reports;
economic studies; industry studies; receipt of quotations for portfolio
evaluations; and similar services. Research services provided by brokers and
dealers may be used by the Adviser or its affiliates in advising the Fund and
other accounts. To the extent that receipt of these services may supplant
services for which the Adviser or its affiliates might otherwise have paid, it
would tend to reduce their expenses. The Adviser and its affiliates exercise
reasonable business judgment in selecting brokers who offer brokerage and
research services to execute securities transactions. They determine in good
faith that commissions charged by such persons are reasonable in relationship to
the value of the brokerage and research services provided.
Although investment decisions for the Fund are made independently from those of
the other accounts managed by the Adviser, investments of the type the Fund may
make may also be made by those other accounts. When the Fund and one or more
other accounts managed by the Adviser are prepared to invest in, or desire to
dispose of, the same security, available investments or opportunities for sales
will be allocated in a manner believed by the Adviser to be equitable to each.
In some cases, this procedure may adversely affect the price paid or received by
the Fund or the size of the position obtained or disposed of by the Fund. In
other cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund
PURCHASING SHARES
Shares are sold at their net asset value without a sales charge on days the New
York Stock Exchange and Federal Reserve Wire System are open for business. The
procedure for purchasing shares of the Fund is explained in the prospectus under
"Investing in the Fund."
CONVERSION TO FEDERAL FUNDS
It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds. FirstMerit Bank, N.A. and
Federated Shareholder Services Company act as the shareholder's agent in
depositing checks and converting them to federal funds.
DETERMINING NET ASSET VALUE
The Fund attempts to stabilize the value of a share at $1.00. The days on which
net asset value is calculated by the Fund is described in the prospectus.
USE OF THE AMORTIZED COST METHOD
The Trustees have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization of
premium or accumulation of discount rather than at current market value. The
Fund's use of the amortized cost method of valuing portfolio instruments depends
on its compliance with certain conditions contained in Rule 2a-7 ("the Rule")
under the Investment Company Act of 1940. Under the Rule, the Trustees must
establish procedures reasonably designed to stabilize the net asset value per
share, as computed for purposes of distribution and redemption, at $1.00 per
share, taking into account current market conditions and the Fund's investment
objective.
MONITORING PROCEDURES
The Trustees' procedures include monitoring the relationship between the
amortized cost value per share and the net asset value per share based
upon available indications of market value. The Trustees will decide what,
if any, steps should be taken if there is a difference of more than .50%
between the two values. The Trustees will take any steps they consider
appropriate (such as redemption in kind or shortening the average
portfolio maturity) to minimize any material dilution or other unfair
results arising from differences between the two methods of determining
net asset value.
INVESTMENT RESTRICTIONS
The Rule requires that the Fund limit its investments to instruments that,
in the opinion of the Trustees, present minimal credit risks. The Rule
also requires the Fund to maintain a dollar weighted average portfolio
maturity (not more than 90 days) appropriate to the objective of
maintaining a stable net asset value of $1.00 per share. In addition, no
instrument with a remaining maturity of more than 13 months can be
purchased by the Fund.
Should the disposition of a portfolio security result in a dollar weighted
average portfolio maturity of more than 90 days, the Fund will invest its
available cash to reduce the average maturity to 90 days or less as soon
as possible.
The Fund may attempt to increase yield by trading portfolio securities to
take advantage of short-term market variations. This policy may, from time
to time, result in high portfolio turnover. Under the amortized cost
method of valuation, neither the amount of daily income nor the net asset
value is affected by any unrealized appreciation or depreciation of the
portfolio.
In periods of declining interest rates, the indicated daily yield on
shares of the Fund computed by dividing the annualized daily income on the
Fund's portfolio by the net asset value computed as above may tend to be
higher than a similar computation made by using a method of valuation
based upon market prices and estimates.
In periods of rising interest rates, the indicated daily yield on shares
of the Fund computed the same way may tend to be lower than a similar
computation made by using a method of calculation based upon market prices
and estimates.
REDEEMING SHARES
Shares are redeemed at the next computed net asset value after FirstMerit Bank
receives the redemption request. Redemption procedures are explained in the
prospectus under "Redeeming Shares." Redemption requests cannot be executed on
days on which the New York Stock Exchange is closed or on federal holidays when
wire transfers are restricted.
REDEMPTION IN KIND
The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act
of 1940 under which the Trust is obligated to redeem shares for any one
shareholder in cash only up to the lesser of $250,000 or 1% of the Fund's net
asset value during any 90-day period.
Any redemption beyond this amount will also be in cash unless the Trustees
determine that payments should be in kind. In such a case, the Trust will pay
all or a portion of the remainder of the redemption in portfolio instruments,
valued in the same way as the Fund determines net asset value. The portfolio
instruments will be selected in a manner that the Trustees deem fair and
equitable.
Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.
MASSACHUSETTS PARTNERSHIP LAW
Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for acts or obligations of the Trust. To
protect shareholders of the Fund, the Trust has filed legal documents with
Massachusetts that expressly disclaim the liability of shareholders for such
acts or obligations of the Trust. These documents require notice of this
disclaimer to be given in each agreement, obligation, or instrument the Trust or
its Trustees enter into or sign on behalf of the Fund.
In the unlikely event a shareholder of the Fund is held personally liable for
the Trust's obligations, the Trust is required by the Declaration of Trust to
use its property to protect or compensate the shareholder. On request, the Trust
will defend any claim made and pay any judgment against a shareholder for any
act or obligation of the Trust. Therefore, financial loss resulting from
liability as a shareholder will occur only if the Trust itself cannot meet its
obligations to indemnify shareholders and pay judgments against them from its
assets.
TAX STATUS
THE FUND'S TAX STATUS
The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment afforded
to such companies. To qualify for this treatment, the Fund must, among other
requirements:
o derive at least 90% of its gross income from dividends, interest, and
gains from the sale of securities;
o invest in securities within certain statutory limits; and
o distribute to its shareholders at least 90% of its net income earned
during the year.
SHAREHOLDERS' TAX STATUS
Shareholders are subject to federal income tax on dividends received as cash or
additional shares. No portion of any income dividend paid by the Fund is
eligible for the dividends received deduction available to corporations. These
dividends, and any short-term capital gains, are taxable as ordinary income.
CAPITAL GAINS
Capital gains experienced by the Fund could result in an increase in
dividends. Capital losses could result in a decrease in dividends. If, for
some extraordinary reason, the Fund realizes net long-term capital gains,
it will distribute them at least once every 12 months.
YIELD
The Fund calculates its yield daily, based upon the seven days ending on the day
of the calculation, called the "base period." This yield is computed by:
o determining the net change in the value of a hypothetical account with
a balance of one share at the beginning of the base period, with the
net change excluding capital changes but including the value of any
additional shares purchased with dividends earned from the original one
share and all dividends declared on the original and any purchased
shares;
o dividing the net change in the account's value by the value of the
account at the beginning of the base period to determine the base
period return; and
o multiplying the base period return by (365/7).
To the extent that financial institutions and brokers/dealers charge fees in
connection with services provided in conjunction with an investment in the
Fund's shares, the performance will be reduced for those shareholders paying
those fees.
The yield for the Fund for the seven-day period ended November 30, 1997, was
5.01%.
EFFECTIVE YIELD
The Fund's effective yield is computed by compounding the unannualized base
period return by:
o adding 1 to the base period return;
o raising the sum to the (365/7)th power; and
o subtracting 1 from the result.
The Fund's effective yield for the seven-day period ended November 30, 1997, was
5.13%.
TOTAL RETURN
The average annual total return for the Fund is the average compounded rate of
return for a given period that would equate a $1,000 initial investment to the
ending redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of shares owned at the end of the period by
the maximum offering price per share at the end of the period. The number of
shares owned at the end of the period is based on the number of shares purchased
at the beginning of the period with $1,000, less any applicable sales charge,
adjusted over the period by any additional shares, assuming the monthly
reinvestment of all dividends and distributions.
The Fund's average annual total returns for the one-year and five-year periods
ended November 30, 1997 and for the period from March 11, 1991 (date of initial
public investment) to November 30, 1997, were 4.93%, 4.14% and 4.19%,
respectively.
<PAGE>
PERFORMANCE COMPARISONS
The Fund's performance depends upon such variables as:
o portfolio quality;
o average portfolio maturity;
o type of instruments in which the portfolio is invested;
o changes in interest rates on money market instruments;
o changes in Fund expenses; and
o the relative amount of Fund cash flow.
Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute offering price. The financial
publications and/or indices which the Fund uses in advertising may include:
o DISCOUNT CORPORATION OF NEW YORK 30-DAY FEDERAL AGENCIES, for example,
is a weekly quote of the average daily offering price for selected
federal agency issues maturing in 30 days.
o SALOMON 30-DAY TREASURY BILL INDEX is a weekly quote of the most
representative yields for selected securities, issued by the U.S.
Treasury, maturing in 30 days.
o LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund
categories by making comparative calculations using total return.
Total return assumes the reinvestment of all income dividends and
capital gains distributions, if any. From time to time, the Fund will
quote its Lipper ranking in the "short-term U.S. government funds"
category in advertising and sales literature.
Advertisements and other sales literature for the Fund may refer to total
return. Total return is the historic change in the value of an investment in the
Fund based on the monthly reinvestment of dividends over a specified period of
time. The Fund may also advertise its performance compared to federally insured
bank products, such as savings accounts and certificates of deposit.
Advertising and other promotional literature may include charts, graphs and
other illustrations using the Fund's returns, or returns in general, that
demonstrate basic investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment. In addition, the Fund can
compare its performance, or performance for the types of securities in which it
invests, to a variety of other investments, such as bank savings accounts,
certificates of deposit, and Treasury bills.
ECONOMIC AND MARKET INFORMATION
Advertising and sales literature for the Fund may include discussions of
economic, financial and political developments and their effect on the
securities market. Such discussions may take the form of commentary on these
developments by fund portfolio managers and their views and analysis on how such
developments could affect the Fund. In addition, advertising and sales
literature may quote statistics and give general information about the mutual
fund industry, including the growth of the industry, from sources such as the
Investment Company Institute ("ICI"). For example, according to the ICI,
twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $3 trillion to the more than 5,500 funds available.
PART C. OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements (filed in Part A); (b) Exhibits:
(1) Copy of Declaration of Trust of the Registrant; (1)
(i) Amendment No. 1 to Declaration of Trust dated
November 12, 1990; (2) (ii) Conformed Copy of Amendment
No. 2 to Declaration of Trust dated November 12, 1990;
(6) (iii) Conformed Copy of Amendment No. 3 to
Declaration of Trust dated November 12, 1990; (6) (iv)
Conformed Copy of Amendment No. 4 to Declaration of
Trust dated November 12, 1990;(7)
(2) Copy of By-Laws of the Registrant; (1)
(i) Copy of Amendment No. 1 to By-Laws; (+)
(3) Not applicable;
(4) Copy of Specimen Certificate for Shares of Beneficial
Interest of the Registrant; (6)
(5) Conformed Copy of Investment Advisory Contract of the
Registrant; (8)
(i) Conformed Copy of Exhibit B to Investment
Advisory Contract of the Registrant to add
Portage Equity Fund to the present
Investment Advisory Contract; (6)
(6) (i) Conformed Copy of Distributor's Contract of the
Registrant; (8)
(ii) Conformed Copy of Exhibit to Distributor's
Contract of the Registrant; (6)
(iii) Conformed Copy of Administrative Services
Agreement; (6)
(7) Not applicable;
(8) Conformed copy of Custodian Agreement of the Registrant;
(5) (i) Copy of Custody Fee Schedule; (+)
(9) Conformed copy of Transfer Agency and Service Agreement
of the Registrant; (5)
- ------------------------------
1. Response is incorporated by reference to Registrant's Initial Registration
Statement on Form N-1A filed November 26, 1990 (File Nos. 33-37993 and
811-6224).
2. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A filed January 4, 1991 (File Nos. 33-37993 and
811-6224).
5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 6 on Form N-1A filed January 27, 1994 (File Nos. 33-37993 and
811-6224).
6. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 6 on Form N-1A filed July 5, 1994 (File Nos. 33-37993 and
811-6224).
7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on Form N-1A filed January 27, 1995 (File Nos. 33-37993
and 811-6224).
8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 12 on Form N-1A filed January 21, 1997 (File Nos. 33-37993
and 811-6224).
<PAGE>
(i) Conformed copy of Amendment Number 1 to Transfer
Agency and Service Agreement; (5) (ii) Conformed Copy of
Shareholder Services Plan; (6) (iii) Copy of Shareholder
Services Contract; (6) (iv) Copy of Shareholder Services
Agreement; (6) (v) Conformed Copy of Agreement for Fund
Accounting, Shareholder Recordkeeping, and Custody
Services Procurement; (7)
(10) Conformed Copy of Opinion and Consent of Counsel as to
legality of shares being registered; (8)
(11) Conformed copy of Consent of Independent Auditors; +
(12) Not applicable;
(13) Conformed Copy of Initial Capital Understanding; (2)
(14) Not Applicable;
(15) (i) Conformed Copy of Distribution Plan; (6)
(ii) Copy of Sales Agreement; (6) (iii) Copy of 12b-1
Agreement; (6)
(16) Copy of Schedule for Computation of Fund Performance
Data; (7)
(17) Copy of Financial Data Schedules; +
(18) Not Applicable;
(19) Conformed Copy of Power of Attorney. (8)
- ------------------------------
+ All exhibits have been filed electronically.
2. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A filed January 4, 1991 (File Nos. 33-37993 and
811-6224).
5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 6 on Form N-1A filed January 27, 1994 (File Nos. 33-37993 and
811-6224).
6. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 6 on Form N-1A filed July 5, 1994 (File Nos. 33-37993 and
811-6224).
7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on Form N-1A filed January 27, 1995 (File Nos. 33-37993
and 811-6224).
8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 12 on Form N-1A filed January 21, 1997 (File Nos. 33-37993
and 811-6224).
<PAGE>
Item 25. Persons Controlled by or Under Common Control with Registrant:
None
Item 26. Number of Holders of Securities:
Number of Record Holders
Title of Class as of January 5, 1998
Shares of beneficial interest
(no par value)
Newpoint Government Money
Market Fund 1,329
Newpoint Equity Fund 178
Item 27. Indemnification: (3)
Item 28. Business and Other Connections of Investment Adviser:
(a) FirstMerit Bank, a national banking association formed in 1947,
is a wholly-owned subsidiary of FirstMerit Corp. Through its
subsidiaries and affiliates, FirstMerit Corp. offers a full
range of financial services to the public including commercial
lending, depository services, cash management, brokerage
services, retail banking, credit card services, mortgage
banking, investment advisory services, and trust services.
As of December 31, 1997 the trust division of FirstMerit Bank
had approximately $2.9 billion under administration of which it
had investment discretion over $1.4 billion.
<PAGE>
The principal executive officers of the Fund's Investment
Adviser, and the Directors of the Fund's Adviser, are set forth
in the following tables. Unless otherwise noted, the position
listed under Other Substantial Business, Profession, Vocation
or Employment is with FirstMerit Bank.
Other Substantial
Position with Business, Profession,
Name the Adviser Vocation or Employment
John R. Cochran President & Chief
Executive Officer
Jack R. Gravo Executive Vice President
& Chief Financial Officer
John R. Masco Regional President
George P. Paidas Regional President
William G. Lamb Community President
Robert W. Carpenter Executive Vice President
Richard G. Norton Executive Vice President
Gregory R. Bean Sr. Vice President & Senior
Trust Officer
Terry E. Patton Secretary
Brad L. Tolstedt Executive Vice President
Daniel K. McGill Sr. Vice President
Directors
John R. Cochran Bruce M. Kephart Robert P. Brecht
John R. Masco George P. Paidas William E. Stansifer
Carrie L. Tolstedt Jack R. Gravo Christopher J. Maurer
Terry E. Patton
<PAGE>
Item 29. Principal Underwriters:
(a) Federated Securities Corp. the Distributor for shares of the
Registrant, acts as principal underwriter for the following
open-end investment companies, including the Registrant:
111 Corcoran Funds; Automated Government Money Trust; Blanchard Funds; Blanchard
Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
Adjustable Rate U.S. Government Fund, Inc.; Federated American Leaders Fund,
Inc.; Federated ARMs Fund; Federated Equity Funds; Federated Equity Income Fund,
Inc.; Federated Fund for U.S. Government Securities, Inc.; Federated GNMA Trust;
Federated Government Income Securities, Inc.; Federated Government Trust;
Federated High Income Bond Fund, Inc.; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Insurance Series; Federated Investment
Portfolios; Federated Investment Trust; Federated Master Trust; Federated
Municipal Opportunities Fund, Inc.; Federated Municipal Securities Fund, Inc.;
Federated Municipal Trust; Federated Short-Term Municipal Trust; Federated
Short-Term U.S. Government Trust; Federated Stock and Bond Fund, Inc.; Federated
Stock Trust; Federated Tax-Free Trust; Federated Total Return Series, Inc.;
Federated U.S. Government Bond Fund; Federated U.S. Government Securities Fund:
1-3 Years; Federated U.S. Government Securities Fund: 2-5 Years; Federated U.S.
Government Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; First
Priority Funds; Fixed Income Securities, Inc.; High Yield Cash Trust;
Independence One Mutual Funds; Intermediate Municipal Trust; International
Series, Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty
U.S. Government Money Market Trust; Liquid Cash Trust; Managed Series Trust;
Marshall Funds, Inc.; Money Market Management, Inc.; Money Market Obligations
Trust; Money Market Obligations Trust II; Money Market Trust; Municipal
Securities Income Trust; Newpoint Funds; Peachtree Funds; RIMCO Monument Funds;
SouthTrust Vulcan Funds; Star Funds; Targeted Duration Trust; Tax-Free
Instruments Trust; The Planters Funds; The Virtus Funds; The Wachovia Funds; The
Wachovia Municipal Funds; Tower Mutual Funds; Trust for Financial Institutions;
Trust for Government Cash Reserves; Trust for Short-Term U.S. Government
Securities; Trust for U.S. Treasury Obligations; Vision Group of Funds, Inc.;
and World Investment Series, Inc.
Federated Securities Corp. also acts as principal underwriter for the following
closed-end investment company: Liberty Term Trust, Inc.- 1999.
<PAGE>
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
Richard B. Fisher Director, Chairman, Chief Vice President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, Asst.
Secretary and Asst.
Treasurer, Federated
Securities Corp.
Edward C. Gonzales Director, Executive Vice President,
Federated Investors Tower President, Federated, Treasurer and
Pittsburgh, PA 15222-3779 Securities Corp. Trustee
Thomas R. Donahue Director, Assistant Secretary --
Federated Investors Tower and Assistant Treasurer
Pittsburgh, PA 15222-3779 Federated Securities Corp.
James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David M. Taylor Executive Vice President --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard W. Boyd Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Laura M. Deger Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Solon A. Person, IV Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas E. Territ Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Teresa M. Antoszyk Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John B. Bohnet Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Byron F. Bowman Vice President, Secretary, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Leonard Corton, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Kevin J. Crenny Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Daniel T. Culbertson Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
G. Michael Cullen Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William C. Doyle Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John K. Goettlicher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Craig S. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Raymond Hanley Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bruce E. Hastings Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Beth A. Hetzel Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James E. Hickey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Brian G. Kelly Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
H. Joseph Kennedy Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Mihm Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas A. Peters III Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard A. Recker Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
George D. Riedel Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John Rogers Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Brian S. Ronayne Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas S. Schinabeck Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Edward L. Smith Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
John A. Staley Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul A. Uhlman Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Miles J. Wallace Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John F. Wallin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Edward J. Wojnarowski Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. Wolff Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Edward R. Bozek Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Terri E. Bush Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Beth C. Dell Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charlene H. Jennings Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Denis McAuley Treasurer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
Leslie K. Platt Assistant Secretary, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
<PAGE>
Item 30. Location of Accounts and Records:
All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31-a through 31a-3 promulgated
thereunder are maintained at one of the following locations:
Registrant
Newpoint Funds Federated Investors Tower
Pittsburgh, PA 15222-3779
Federated Shareholder Services Company Federated Investors Tower
("Transfer Agent, Dividend Pittsburgh, PA 15222-3779
Disbursing Agent and
Portfolio Recordkeeper")
Federated Administrative Services Federated Investors Tower
("Administrator") Pittsburgh, PA 15222-3779
FirstMerit Bank, N.A. 121 South Main Street
("Adviser") Akron, Ohio 44308-1444
State Street Bank & Trust Co. P.O. Box 1713
("Custodian") Boston, Massachusetts 02105
Item 31. Management Services: Not applicable.
Item 32. Undertakings:
Registrant hereby undertakes to comply with the provisions of
Section 16 (c) of the 1940 Act with respect to the removal of
Trustees and the calling of special shareholder meetings by
shareholders.
Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered, a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, NEWPOINT FUNDS, certifies that
it meets all of the requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 23rd day of January, 1998.
NEWPOINT FUNDS
BY: /s/ C. Todd Gibson
C. Todd Gibson, Assistant Secretary
Attorney in Fact for John F. Donahue
January 23, 1998
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following person in
the capacity and on the date indicated:
NAME TITLE DATE
By: /s/C. Todd Gibson Attorney in Fact January 23, 1998
C. Todd Gibson For the Persons
ASSISTANT SECRETARY Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Edward C. Gonzales* President, Treasurer and
Trustee (Principal Financial
and Accounting Officer)
Thomas G. Bigley* Trustee
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
J. Christopher Donahue Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
John E. Murray, Jr.* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
Exhibit 2 under Form N-1A
Exhibit 3(ii) under Item 601/Reg. S-K
Newpoint Funds
Amendment No. 1
to the By-Laws
Effective November 18, 1997
Delete Article III, Section 7 and replace with the following:
Action by Consent of the Board of Trustees, Executive Committee or Other
Committee. Subject to Article V, Section 2 of these By-Laws, any action required
or permitted to be taken at any meeting of the Trustees, Executive Committee or
any other duly appointed Committee may be taken without a meeting if consents in
writing setting forth such action are signed by all members of the Board or such
committee and such consents are filed with the records of the Trust. In the
event of the death, removal, resignation or incapacity of any Board or committee
member prior to that Trustee signing such consent, the remaining Board or
committee members may re-constitute themselves as the entire Board or committee
until such time as the vacancy is filled in order to fulfill the requirement
that such consents be signed by all members of the Board of committee.
Exhibit 8 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
STATE STREET BANK
CUSTODY FEE SCHEDULE
FEDERATED INVESTORS
-- BANK PROPRIETARY FUNDS --
I. CUSTODY SERVICES
Maintain Custody of fund assets. Settle portfolio purchases and sales. Report
buy and sell fails. Determine and collect portfolio income. Make cash
disbursements and report cash transactions. Monitor corporate actions.
ANNUAL FEES
ASSET
First $500 Million 1.0 Basis Point
Excess .5 Basis Point
Minimum fee per year $15,000
Wire Fees $2.70 per wire
Settlements:
- - Each DTC Commercial Paper $9.00
- - Each DTC Transaction $9.00
- - Each Federal Reserve Book Entry Transaction (Repo) $4.50
- - Each Repo with Banks Other than State Street Bank $7.50
- - Each Physical Transaction (NY/Boston, Private Placement) $21.75
- - Each Option Written/Exercised/Expired $18.75
- - Each Stock LoanTransaction $12.00
- - Each Book Entry Muni (Sub-custody) Transaction $15.00
- - Index Fund/ETD Cost + 15%
II. MULTICURRENCY HORIZON REMOTE SERVICE
July 1, 1993 - July 1, 1995 No Charge
Post July 1, 1995 $5,000 per portfolio per year
$ 500 per portfolio per year
for each additional class
III. OUT-OF-POCKET EXPENSES
Telephone
Postage & Insurance
Armored carrier costs
Legal fees
Supplies related to fund records
Processing validation certificates Forms, envelopes, Xerox copies, supplies,
etc.
IV. SPECIAL SERVICES
Fees for activities of a non-recurring nature such as fund consolidation or
reorganization, extraordinary security shipments and the preparation of special
reports will be subject to negotiation.
V. COUPON CLIPPING
Monitoring for calls and processing for each monthly issue held
Monthly Charge $5.00
VI. BALANCE CREDIT
A balance credit equal to 75% of the average balance in the custodian account
for the month billed times the 30-day T-Bill Rate on the last Monday of the
month billed will be applied against Section I through IV above.
VII. TERM OF THE CONTRACT
The parties agree that this fee schedule shall become effective June 1, 1993
and will remain in effect until it is revised as a result of negotiations
initiated by either party.
FEDERATED SERVICES CO. STATE STREET BANK & TRUST CO.
By James J. Dolan By: Frank J. Sidoti, Jr.
President Vice President
January 24, 1994 December 15, 1993
Exhibit 11 under Form N-1A
Exhibit 23 under Item 601/Reg. S-K
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use in
Post-Effective Amendment No. 13 to Form N-1A Registration Statement of Newpoint
Funds, of our report dated January 7, 1998, on the financial statements as of
November 30, 1997, of Newpoint Government Money Market Fund and Newpoint Equity
Fund (the two portfolios comprising Newpoint Funds), included in or made a part
of this registration statement.
By: /s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania,
January 21, 1998
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 01
<NAME> Newpoint Funds
Newpoint Government
Money Market Fund
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Nov-30-1996
<PERIOD-END> Nov-30-1996
<INVESTMENTS-AT-COST> 85,173,422
<INVESTMENTS-AT-VALUE> 85,173,422
<RECEIVABLES> 373,296
<ASSETS-OTHER> 5,848
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 85,552,566
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 322,491
<TOTAL-LIABILITIES> 322,491
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 85,230,075
<SHARES-COMMON-STOCK> 85,230,075
<SHARES-COMMON-PRIOR> 99,673,706
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 85,230,075
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,668,792
<OTHER-INCOME> 0
<EXPENSES-NET> 550,808
<NET-INVESTMENT-INCOME> 4,117,984
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 4,117,984
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,117,984
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 195,120,125
<NUMBER-OF-SHARES-REDEEMED> 210,662,239
<SHARES-REINVESTED> 1,098,483
<NET-CHANGE-IN-ASSETS> (14,443,631)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 435,274
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 724,918
<AVERAGE-NET-ASSETS> 87,054,776
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.050
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.050
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 0.63
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 02
<NAME> Newpoint Funds
Newpoint Equity Fund
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Nov-30-1996
<PERIOD-END> Nov-30-1996
<INVESTMENTS-AT-COST> 33,522,599
<INVESTMENTS-AT-VALUE> 42,804,278
<RECEIVABLES> 225,424
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 43,029,702
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 171,883
<TOTAL-LIABILITIES> 171,883
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 31,769,998
<SHARES-COMMON-STOCK> 2,831,669
<SHARES-COMMON-PRIOR> 2,033,868
<ACCUMULATED-NII-CURRENT> 5,426
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,800,716
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9,281,679
<NET-ASSETS> 42,857,819
<DIVIDEND-INCOME> 442,690
<INTEREST-INCOME> 76,778
<OTHER-INCOME> 0
<EXPENSES-NET> 357,079
<NET-INVESTMENT-INCOME> 162,389
<REALIZED-GAINS-CURRENT> 1,810,858
<APPREC-INCREASE-CURRENT> 4,521,064
<NET-CHANGE-FROM-OPS> 6,494,311
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 162,364
<DISTRIBUTIONS-OF-GAINS> 315,173
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 965,226
<NUMBER-OF-SHARES-REDEEMED> 167,671
<SHARES-REINVESTED> 246
<NET-CHANGE-IN-ASSETS> 17,055,259
<ACCUMULATED-NII-PRIOR> 5,401
<ACCUMULATED-GAINS-PRIOR> 305,031
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 237,755
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 474,616
<AVERAGE-NET-ASSETS> 31,870,186
<PER-SHARE-NAV-BEGIN> 12.690
<PER-SHARE-NII> 0.070
<PER-SHARE-GAIN-APPREC> 2.610
<PER-SHARE-DIVIDEND> 0.070
<PER-SHARE-DISTRIBUTIONS> 0.160
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 15.140
<EXPENSE-RATIO> 1.13
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
