PROSPECTUS OCTOBER 31, 2000
BRANDYWINE ADVISORS FUND
"NEVER INVEST IN THE STOCK MARKET -- INVEST IN INDIVIDUAL BUSINESSES."
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
QUESTIONS YOU SHOULD ASK
BEFORE INVESTING IN BRANDYWINE
ADVISORS FUND 1
FEES AND EXPENSES 2
INVESTMENT OBJECTIVE, STRATEGIES
AND RISKS 2
MANAGEMENT OF THE FUND 3
DETERMINING NET ASSET VALUE 4
ABOUT OUR MINIMUM REQUIREMENTS
FOR INITIAL INVESTMENT 4
INVESTING IN BRANDYWINE
ADVISORS FUND 5
How to Open Your Brandywine
Advisors Fund Account 5
How to Buy Additional Shares of
Brandywine Advisors Fund 6
How to Sell Shares of
Brandywine Advisors Fund 6
Payment of Redemption Proceeds 7
DIVIDENDS, DISTRIBUTIONS
AND TAXES 8
SHAREHOLDER STATEMENTS
AND REPORTS 8
ACCOUNT SERVICES AND POLICIES 8
SHARE PURCHASE APPLICATION 11
A WORD ABOUT RISK
Look for this "warning flag" symbol throughout the prospectus. It is used to
mark detailed information about each type of risk that you, as a shareholder,
will confront.
QUESTIONS YOU SHOULD ASK
BEFORE INVESTING IN
BRANDYWINE ADVISORS FUND
1. WHAT IS THE FUND'S GOAL?
Brandywine Advisors Fund seeks capital appreciation.
2. WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?
Brandywine Advisors Fund invests principally in common stocks of U.S.
companies, and, to a lesser extent, in equity securities of foreign issuers
usually those which are publicly traded in the United States either directly
or through American Depositary Receipts ("ADRs"). It utilizes a
fundamentals-driven, company-by-company investment approach that is based on
the belief that you should invest in individual businesses, not in the stock
market. Brandywine Advisors Fund will invest in companies in a broad range of
industries but generally focuses on companies whose earnings are growing by at
least 20% per year and whose stocks sell at reasonable price-to-earnings ratios.
Brandywine Advisors Fund primarily invests in companies having market
capitalizations between $1 billion and $15 billion. It invests in fundamentally
sound companies that are experiencing a positive change.
The Fund adheres to a firm sell discipline. The Fund will sell a stock:
o With deteriorating fundamentals such as contracting margins or reduced
revenue growth
o When investor expectations have become unrealistically high
o When it finds a better investment
While this sell discipline is likely to cause the Fund to have an annual
portfolio turnover rate of approximately 200%, it also causes the Fund to keep
seeking better investment alternatives.
3. WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?
The Fund invests principally in common stocks. The prices of the stocks in
which the Fund invests may decline for a number of reasons. These reasons
include factors that are specific to one or more stocks in which the Fund
invests as well as factors that affect the equity securities markets generally.
The price declines may be steep, sudden and/or prolonged. As a consequence,
investors in the Fund may lose money.
Investments in foreign securities, even though publicly traded in the United
States, may involve risks which are in addition to those inherent in domestic
investments. Foreign companies may not be subject to the regulatory
requirements of U.S. companies and, as a consequence, there may be less publicly
available information about such companies. Also foreign companies may not be
subject to uniform accounting, auditing and financial reporting standards and
requirements comparable to those applicable to U.S. companies.
The Fund is actively managed and will have high portfolio turnover. High
portfolio turnover necessarily results in greater transaction costs, such as
brokerage commissions, which the Fund must pay and short term capital gains (or
losses) to investors. Greater transaction costs may reduce Fund performance.
Distributions to shareholders of short-term capital gains are taxed as ordinary
income under current federal income tax laws.
The Fund is a suitable investment only for those investors who have long-term
investment goals such as investing for retirement. If you may need to redeem
your shares in a hurry, or if you are uncomfortable with an investment that will
fluctuate in value, the Fund may not be the right choice for you.
4. HOW HAS THE FUND PERFORMED?
The Fund will commence operations on or after October 31, 2000 and therefore
has no investment performance information to provide investors.
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (Load)
Imposed on Purchases (as a
percentage of offering price). None
Maximum Deferred Sales Charge (Load) None
Maximum Sales Charge (Load)
Imposed on Reinvested
Dividends and Distributions None
Redemption Fee None*<F1>
Exchange Fee None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees 1.00%
Distribution and/or Service (12b-1) Fees 0.25%
Other Expenses 0.40%**<F2>
-----
Total Fund Operating Expenses 1.65%
-----
*<F1> The Transfer Agent charges a fee of $12.00 for each wire redemption.
**<F2> Based on our estimate for the fiscal year ending September 30, 2001.
Example:
This example is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions, your costs would be:
1 YEAR 3 YEARS
------ -------
$168 $520
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS
THE FUND'S INVESTMENT OBJECTIVE
The Fund's investment objective is capital appreciation. The Fund may change
its investment objective without obtaining shareholder approval. Please
remember that an investment objective is not a guarantee. An investment in the
Fund may not appreciate and investors may lose money.
The Fund will not take temporary defensive positions. However it will invest
in money market instruments such as United States Treasury Bills, commercial
paper and repurchase agreements and hold some cash so that it can pay expenses
and satisfy redemption requests. The Fund's investments in money market
instruments and cash will not exceed 10% of the Fund's net assets, except for
short-term portfolio repositioning.
THE FUND'S INVESTMENT STRATEGIES
The Fund's investment adviser believes the Fund is most likely to achieve its
investment objective if it consistently invests in companies whose earnings
exceed the expectations of the investment community. Accordingly, the Fund
invests in fundamentally sound companies that are experiencing a positive
change. The Fund's investment adviser believes fundamentally sound companies
generally have some or all of the following attributes:
Earnings growth of over 20% annually
High rates of profitability
Strong balance sheets
High quality of earnings (i.e. earnings realized through the normal sale
of products or services rather than earnings or losses from non-
recurring events)
The positive change could be:
New products
New management
An acquisition or divestiture
Legislative changes
The Fund typically does not invest in companies with high price-to-earnings
ratios because these companies are less likely to perform better than the
investment community expects. The Fund is generally more likely to invest in
lesser known companies moving from a lower to higher market share position
within their industry groups than the largest and best known companies in such
groups.
PRINCIPAL RISKS OF
INVESTING IN THE FUND
Investing in shares of common stock or in ADRs involves risks. The common
stocks or ADRs in which the Fund invests may decline in value for any number of
reasons. If that happens, the value of your investment will decline as well.
The following are some of the main reasons why common stocks or ADRs purchased
by the Fund may decline in value.
1. The Fund's investment adviser was incorrect in its assessment of a
company's prospects.
2. The Fund's investment adviser was correct in its assessment of a
company's prospects, but the company was out-of-favor with other
investors.
3. Investor psychology in the marketplace shifted from equity securities in
general to other assets such as debt securities or money market
instruments (sometimes called "a flight to safety").
MANAGEMENT OF THE FUND
ABOUT THE ADVISER
Friess Associates, Inc. (the "Adviser"), 115 East Snow King Avenue, P.O. Box
576, Jackson, Wyoming 83001, manages the investment portfolio for the Fund. In
addition to the Fund, Friess Associates is the investment adviser to Brandywine
Fund, Brandywine Blue Fund and individual and institutional clients with
substantial investment portfolios. Friess Associates was established in 1974
and was incorporated in 1980; it is wholly owned by Foster S. Friess and
Lynnette E. Friess, who are the sole directors and the sole officers of Friess
Associates, Inc.
COMPENSATION
As the investment adviser to the Fund, the Adviser manages the Fund's
investment portfolio. The Fund pays the Adviser an annual investment advisory
fee, which is calculated daily and paid monthly, at an annual rate of 1% of the
net assets of the Fund.
INVESTMENT DECISIONS
The Adviser supervises the investment portfolio of the Fund, directing the
purchase and sale of investment securities in the day to day management of the
Fund. All investment decisions are made by a team of investment professionals
representing the Adviser, any of whom may make recommendations subject to the
final approval of Foster Friess or another senior member of the Adviser's
management team to whom he may delegate the authority. Mr. Friess is also
President and Chairman of the Board of Friess Associates, Inc. and Friess
Associates of Delaware, Inc.
PRIOR INVESTMENT PERFORMANCE OF
ACCOUNTS MANAGED BY THE ADVISER
The Adviser has experience managing accounts with the same investment
objective as the Fund. The data set forth below illustrates the investment
performance of all separately managed accounts (and Brandywine Fund and
Brandywine Blue Fund) that are managed with substantially similar (although not
identical) objectives, policies and strategies of those of the Fund and compares
the performance to the S&P 500 Index, the Nasdaq Industrials Index, the Russell
2000 Index and the S&P MidCap 400 Index. This composite, the Friess Associates,
Inc. Composite ("Composite"), does not include all of the assets under
management of the Adviser and may not accurately reflect the performance of all
accounts managed by the Adviser. The accounts included in the Composite
were managed with substantially similar (although not identical) objectives,
policies and strategies as those used by the Fund. All performance data is
historical and investors should not consider this performance data as an
indication of the future performance of the Fund or the results an individual
investor might achieve by investing in the Fund. Investors should not rely on
the historical performance of the Adviser when making an investment decision.
All returns are time-weighted total rates of return and include the
reinvestment of dividends. The performance information for the Composite is
net of the advisory fees charged by the Adviser to the accounts comprising the
Composite (1.0%) and all other expenses (except, for accounts other than
Brandywine Fund and Brandywine Blue Fund, custody and related expenses). The
performance information for the Composite does not reflect the assessment of
expenses (other than investment advisory fees) equivalent to the Fund's
operating expenses. The fees and expenses of the Composite were less than the
annual expenses of the Fund. The performance of the Composite would have been
lower had the Composite incurred the higher fees and expenses of the Fund. The
net effect of the deduction of the Fund's advisory fee and other operating
expenses on annualized performance, including the compounded effect over time,
may be significant. The performance of each of the indexes does not reflect any
expenses or fees. The Composite was not subject to certain investment
limitations, diversification requirements and other restrictions imposed by the
Investment Company Act of 1940 and the Internal Revenue Code. If it had been,
its performance may have been adversely affected.
The performance information for the Composite and each of the S&P 500 Index,
the Nasdaq Industrials Index, the Russell 2000 Index and the S&P MidCap 400
Index is based on data supplied by the Adviser or from statistical services,
reports or other sources which the Adviser believes are reliable. This
performance information has not been verified by any third party and is
unaudited.
COMPOUNDED ANNUAL RATES OF RETURN
(FOR THE PERIOD 1 3 5 10
ENDED JUNE 30, 2000) YEAR YEARS YEARS YEARS
--------------------- ---- ----- ----- -----
Composite(1)<F3> 51.53% 20.40% 20.73% 19.67%
S&P 500 (2)<F4> 7.24% 19.66% 23.81% 17.78%
Nasdaq(3)<F5> 29.15% 21.22% 18.94% 15.49%
Russell 2000(4)<F6> 14.32% 10.57% 14.27% 13.56%
S&P MidCap 400(5)<F7> 15.62% 18.89% 19.54% 15.94%
(1)<F3> The calculation of the rates of return was performed in accordance
with the principles set forth in the Performance Presentation
Standards endorsed by the Association for Investment Management and
Research ("AIMR"). Other performance calculation methods, including
the SEC method may produce different results. The AIMR performance
presentation criteria require the presentation of at least a ten-year
performance record or performance for the period since inception, if
shorter.
(2)<F4> The S&P 500 Index consists of 500 stocks, mostly on the New York Stock
Exchange, selected by the Standard & Poor's Rating Group. Each
stock's weighting is based on its relative total market value. Stocks
may be added or deleted from the Index. The performance of the Index
assumes reinvestment of dividends.
(3)<F5> The Nasdaq Industrials Index is capitalization-weighted to measure the
performance of all Nasdaq stocks in the industrial sector and does not
include income.
(4)<F6> The Russell 2000 Index is an unmanaged index which assumes
reinvestment of dividends on securities in the Index. The Russell
2000 Index is composed of the 2000 smallest stocks in the Russell 3000
Index.
(5)<F7> The S&P MidCap 400 Index is a capitalization weighted index of 400
domestic stocks measuring the performance of the mid-size company
segment of the U.S. stock market and does not include income.
Please remember that past performance is not necessarily an indication of
future performance. Investors should also be aware that other performance
calculation methods may produce different results, and that comparisons of
investment results should consider qualitative circumstances and should be made
only for portfolios with generally similar investment objectives.
SERVICE AND DISTRIBUTION PLAN
The Fund has adopted a service and distribution plan in accordance with Rule
12b-1 under the Investment Company Act of 1940. Under the plan the Fund may
pay distribution and shareholder servicing fees for the sale of its shares and
for services provided to its shareholders at an annual rate of up to 0.25% of
the Fund's average net assets. Since these fees are paid out of the Fund's
assets on an ongoing basis, these fees will increase the cost of your investment
over time and may cost you more than other types of sales charges.
DETERMINING NET ASSET VALUE
The price at which investors purchase shares of the Fund and at which
shareholders redeem shares of the Fund is called the net asset value ("NAV").
The Fund calculates NAV as of the close of regular trading on the New York Stock
Exchange (normally 4:00 p.m. Eastern Time) on each day the New York Stock
Exchange is open for trading. The New York Stock Exchange is closed on most
national holidays and on Good Friday. The Fund calculates NAV based on the
market price of the securities (other than money market instruments) it holds.
It values most money market instruments it holds at their amortized cost.
If the transfer agent, Firstar Mutual Fund Services, LLC, receives your
request to buy or to sell shares by the close of regular trading on the New York
Stock Exchange, your transaction will be priced at that day's NAV. If the
transfer agent receives your request after that time, it will be priced at the
next business day's NAV.
The Fund's NAV can be found daily in the mutual fund listings of most major
newspapers under the heading "Brandywine Funds".
ABOUT OUR MINIMUM REQUIREMENTS FOR INITIAL INVESTMENT
The Fund's shares are primarily sold through broker-dealers, financial
institutions or other service providers ("Servicing Agents") with whom the Fund
has entered into an agreement. Shares sold through these Servicing Agents are
not subject to any minimum investment requirements.
The Board of Directors has established $100,000 as the minimum initial
investment in the Fund for shares that are not sold through Servicing Agents.
Employees, officers and directors of the Funds or the Adviser or firms
providing contractual services to the Fund, members of their immediate families
(spouses, siblings, parents, children and grandchildren) and retirement plans
and trusts for their benefit may purchase shares without regard to the minimum.
The Fund's officers may also, but are not required to, waive or lower the
minimum requirements for shareholders' spouses, parents, children and
grandchildren under special circumstances, considering the additional shares to
be an extension of the investment of the first shareholder.
INVESTING IN
BRANDYWINE ADVISORS FUND
Our goal is to make it easy and pleasant for you to do business with us.
This section will help you become familiar with the many different services we
offer to you as a shareholder.
HOW TO OPEN YOUR
BRANDYWINE ADVISORS FUND ACCOUNT
1. Read this prospectus carefully.
2. Determine how much you want to invest.
MINIMUM INVESTMENTS ARE AS FOLLOWS:
TO OPEN A NEW ACCOUNT $100,000
TO ADD TO AN EXISTING ACCOUNT $1,000
3. Complete the appropriate parts of the purchase application at the back of
this prospectus, carefully following the instructions. (Additional purchase
applications may be obtained from the Fund.)
Please be sure to provide your Social Security or taxpayer identification
number on the application. If you have questions, please contact our Investor
Service Representatives at 1-877-636-6460 or 1-414-765-4124.
4. Complete the appropriate parts of the account privileges section of the
application. By applying for privileges, such as telephone redemption,
electronic transfer and wire transfer now, you can avoid the delay and
inconvenience later of having to file an additional form. To add these
privileges at a later date would require a signature guarantee. See "To Obtain
a Signature Guarantee" on page 7.
5. Make your check payable to Brandywine Advisors Fund.
All checks must be drawn on U.S. banks. The transfer agent will not accept
cash or third party checks.
FIRSTAR MUTUAL FUND SERVICES, LLC, THE FUND'S TRANSFER AGENT, WILL CHARGE A
$25 FEE AGAINST A SHAREHOLDER'S ACCOUNT FOR ANY PAYMENT CHECK RETURNED FOR
INSUFFICIENT FUNDS. THE SHAREHOLDER WILL ALSO BE RESPONSIBLE FOR ANY LOSSES
SUFFERED BY THE FUND AS A RESULT.
6. Send application and check to:
BY MAIL
FOR FIRST CLASS MAIL
Brandywine Advisors Fund
c/o Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701
FOR OVERNIGHT DELIVERY SERVICE OR REGISTERED MAIL:
Brandywine Advisors Fund
c/o Firstar Mutual Fund Services, LLC
615 E. Michigan St., 3rd Floor
Milwaukee, WI 53202-5207
PLEASE DO NOT MAIL LETTERS BY OVERNIGHT DELIVERY SERVICE OR REGISTERED MAIL
TO THE POST OFFICE BOX ADDRESS.
BY WIRE
If you wish to open an account by wire, please call 1-877-636-6460 or 1-
414-765-4124 prior to sending the wire in order to obtain a confirmation number
and to ensure prompt and accurate handling of funds.
WIRE TO:
Firstar Bank, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
ABA 042000013
CREDIT:
Firstar Mutual Fund Services, LLC
Account 112-952-137
FURTHER CREDIT:
Brandywine Advisors Fund
(shareholder account number)
(shareholder registration)
You must then send a properly signed share purchase application marked
"FOLLOW UP." Wired funds must be received prior to 4:00 p.m. Eastern time to be
eligible for same day pricing. THE FUND AND FIRSTAR BANK, N.A. ARE NOT
RESPONSIBLE FOR THE CONSEQUENCES OF DELAYS RESULTING FROM THE BANKING OR FEDERAL
RESERVE WIRE SYSTEM, OR FROM INCOMPLETE WIRING INSTRUCTIONS.
THROUGH BROKER-DEALERS, FINANCIAL INSTITUTIONS AND OTHERS
Some broker-dealers may sell shares of the Fund. These broker-dealers may
charge investors a fee either at the time of purchase or redemption. The fee,
if charged, is retained by the broker-dealer and not remitted to the Fund or the
Adviser. Some broker-dealers may purchase and redeem shares on a three day
settlement basis. This means that the broker-dealer will pay for, and the Fund
will issue, the shares on the third business day following the day the Fund
receives the purchase order.
The Fund may enter into agreements with broker-dealers, financial
institutions or other service providers ("Servicing Agents") that may include
the Fund as an investment alternative in the programs they offer or administer.
Servicing agents may:
1. Become shareholders of record of the Fund. This means all requests to
purchase additional shares and all redemption requests must be sent through the
Servicing Agent. This means that all purchases made through Servicing Agents
are not subject to the Fund's minimum investment requirements.
2. Use procedures and impose restrictions that may be in addition to, or
different from, those applicable to investors purchasing shares directly from
the Fund.
3. Charge fees to their customers for the services they provide them. Also,
the Fund and/or the Adviser may pay fees to Servicing Agents to compensate them
for the services they provide their customers.
4. Be allowed to purchase shares by telephone with payment to follow the next
day. If the telephone purchase is made prior to the close of regular trading on
the New York Stock Exchange, it will receive same day pricing.
5. Be authorized to accept purchase orders on the Fund's behalf. This means
that the Fund will process the purchase order at the NAV which is determined
following the Servicing Agent's acceptance of the customer's order.
If you decide to purchase shares through Servicing Agents, please carefully
review the program materials provided to you by the Servicing Agent. When
you purchase shares of the Fund through a Servicing Agent, it is the
responsibility of the Servicing Agent to place your order with the Fund on a
timely basis. If the Servicing Agent does not, or if it does not pay the
purchase price to the Fund within the period specified in its agreement with the
Fund, it may be held liable for any resulting fees or losses.
OTHER INFORMATION ABOUT PURCHASING SHARES OF THE FUND
The Fund may reject any purchase application for any reason. The Fund will
not accept purchase orders made by telephone, unless either they are from a
Servicing Agent which has an agreement with the Fund or made in accordance with
the wiring instructions on page 5.
SHARE CERTIFICATES
Shares are credited to your account and certificates are not issued.
HOW TO GET IN TOUCH WITH
BRANDYWINE ADVISORS FUND
If you have any questions, please call one of our Investor Service
Representatives at:
1-877-636-6460 or 1-414-765-4124
Monday - Friday 8:00 a.m. - 7:00 p.m. CST.
HOW TO BUY ADDITIONAL SHARES OF
BRANDYWINE ADVISORS FUND
You may purchase additional shares (at least $1,000) by mailing your check
with an Invest-By-Mail form detached from your confirmation statement to the
address listed on the form or by following the wiring instructions on page 5.
The Fund does not accept telephone orders for purchase of shares.
Make your check payable to Brandywine Advisors Fund.
All checks must be drawn on U.S. banks. The Fund will not accept cash or
checks made payable to third parties.
HOW TO SELL SHARES OF
BRANDYWINE ADVISORS FUND
IMPORTANT TAX NOTE:
ANY SALE OR EXCHANGE OF SHARES IN A NON-RETIREMENT ACCOUNT COULD RESULT IN A
TAXABLE GAIN OR LOSS. THE RECEIPT OF PROCEEDS OF THE REDEMPTION OF SHARES HELD
IN AN IRA WILL CONSTITUTE A TAXABLE DISTRIBUTION OF BENEFITS FROM THE IRA UNLESS
A QUALIFYING ROLLOVER CONTRIBUTION IS MADE.
You may sell (redeem) some or all of your shares at any time during normal
business hours.
YOU WILL NEED TO ASSEMBLE THE FOLLOWING INFORMATION:
o the account number(s)
o the amount of money or number of shares being redeemed
o the names on the account
o your daytime phone number
o the signature(s) of all registered account owners, if you plan to request
a redemption in writing
o a signature guarantee is also required under special circumstances,
including...
1. If you wish the check to be sent to an address or person other than as
registered with the Fund.
2. You would like the check mailed to an address which has been changed
within 30 days of the redemption request.
o additional documentation may be required for redemptions by corporations,
executors, administrators, trustees, guardians or others who hold shares
in a fiduciary or representative capacity. Contact the Fund's transfer
agent, Firstar Mutual Fund Services, LLC, in advance at
1-877-636-6460 or 1-414-765-4124.
TO OBTAIN A SIGNATURE GUARANTEE
A signature guarantee assures that a signature is genuine. It protects
shareholders from unauthorized account transfers. You may obtain a signature
guarantee from a commercial bank or trust company in the United States, a member
firm of the New York Stock Exchange or other eligible guarantor institution.
A NOTARIZED SIGNATURE IS NOT ACCEPTABLE.
SEND A LETTER OF INSTRUCTION
Include with your letter the necessary information you have already
assembled.
THE PRICE YOU WILL RECEIVE FOR YOUR SHARES
The redemption price per share is the next determined NAV after Firstar
Mutual Fund Services, LLC, the Fund's transfer agent, receives your written
request in proper form with all the required information listed above.
BY MAIL
FOR FIRST CLASS MAIL
Brandywine Advisors Fund
c/o Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701
FOR OVERNIGHT DELIVERY SERVICE OR REGISTERED MAIL:
Brandywine Advisors Fund
c/o Firstar Mutual Fund Services, LLC
615 E. Michigan St., 3rd Floor
Milwaukee, WI 53202-5207
PLEASE DO NOT MAIL LETTERS BY OVERNIGHT DELIVERY SERVICE OR REGISTERED MAIL
TO THE POST OFFICE BOX ADDRESS.
BY TELEPHONE
Instruct Firstar Mutual Fund Services, LLC that you want the option of
redeeming shares by telephone. This can be done by completing the appropriate
section on the share purchase application.
Assemble the same information that you would include in the letter of
instruction for a written redemption request.
Call Firstar Mutual Fund Services, LLC at 1-877-636-6460 or 1-414-765-4124.
PLEASE DO NOT CALL THE FUND OR THE ADVISER.
REDEMPTION BY TELEPHONE IS NOT AVAILABLE FOR IRA ACCOUNTS. FOR MORE
INFORMATION ON TELEPHONE REDEMPTIONS, PLEASE READ THE SECTION ENTITLED "ACCOUNT
SERVICES AND POLICIES" ON PAGE 9.
THROUGH SERVICING
AGENTS
If your shares are held by a Servicing Agent, you must redeem your shares
through the Servicing Agent. Contact the Servicing Agent for instructions on
how to do so.
PAYMENT OF REDEMPTION PROCEEDS
A CHECK WILL BE MAILED TO YOU
A check in payment for your redeemed shares will be mailed to you at your
address of record no later than the seventh day after Firstar Mutual Fund
Services, LLC receives your valid request.
Exception: If the shares being redeemed were purchased by check, the Fund
may delay the payment of your redemption proceeds until it is reasonably
satisfied the check has cleared. This normally may take up to 3 days from the
date of purchase for local personal or corporate checks and up to 7 days from
the date of purchase for other personal or corporate checks.
If you redeem by telephone, Firstar Mutual Fund Services, LLC normally will
transfer the redemption proceeds to your designated bank account if you have
elected to receive redemption proceeds by either electronic funds transfer or
wire. If you redeem shares through a Servicing Agent, you will receive your
redemption proceeds in accordance with the procedures established by the
Servicing Agent.
ELECTRONIC TRANSFERS
If you have established this option, your redemption proceeds can be
electronically transferred to your designated bank account. An Electronic Funds
Transfer ("EFT") generally takes up to 3 business days to reach the
shareholder's bank account. There is no fee for this option.
BY WIRE
If you have established this option, your redemption proceeds can be wired
directly into your designated bank account. The transfer agent, Firstar Mutual
Fund Services, LLC, currently charges a $12 fee for each wire, which is deducted
from the shareholder's account.
DIVIDENDS, DISTRIBUTIONS
AND TAXES
The Fund intends to distribute annually all of its net earnings in the form of
dividends and capital gains distributions. As long as the Fund meets the
requirements for being a regulated investment company, which is its intent, it
pays no federal income tax on the earnings it distributes to shareholders.
Consequently, distributions shareholders receive from the Fund, whether
reinvested in additional shares of the Fund or taken as cash, are taxable to the
shareholder in all accounts except tax-exempt accounts.
Income dividends come from the dividends that the Fund earns from its
holdings as well as interest it receives from its cash investments, less
expenses. Capital gains are realized whenever the Fund sells securities for
higher prices than it paid for them. These capital gains are either short term
or long term depending on how long the Fund held the securities.
Most investors have their dividends and capital gains distributions
reinvested in additional shares of the Fund. When you open an account, you must
specify on your application how you want to receive your distributions. YOU MAY
CHANGE YOUR DISTRIBUTION OPTION ANYTIME BY WRITING OR CALLING THE FUND AT 1-877-
636-6460 OR 1-414-765-4124.
You can receive distributions of dividends and capital gains in two ways:
1.REINVESTMENT
Dividends and capital gains are automatically reinvested in additional shares
of the Fund, unless you request them to be paid in cash. You will be advised of
the number of shares purchased and the price paid following each reinvestment.
The amount so reinvested is added to the basis value of your total investment.
2.DIVIDENDS AND CAPITAL GAINS IN CASH
Both dividends and capital gains are paid in cash. You may choose to have
such amounts mailed to you, or forwarded by EFT (Electronic Funds Transfer) to
your account.
THE PRIMARY DISTRIBUTION WILL NORMALLY BE MADE NEAR THE END OF OCTOBER,
FOLLOWING THE CLOSE OF THE FUND'S FISCAL YEAR, WITH A SECOND DISTRIBUTION, IF
REQUIRED, AT THE END OF DECEMBER.
In January, the Fund will mail you Form 1099 detailing your dividends and
capital gains distributions and their federal tax status, although you should
verify your tax liability with your tax adviser.
Even if you buy shares shortly before or on the "record date", the date that
establishes you as the person to receive the upcoming distribution, you will
receive the full taxable distribution. This may seem unfair to a taxable
investor who has yet to enjoy the returns which generated the distribution.
However, your future tax liability may be reduced as a result of the
distribution. In any case, you may wish to consider the Fund's record date
before investing.
The receipt of proceeds of the redemption of shares held in an IRA will
constitute a taxable distribution of benefits from the IRA unless a qualifying
rollover contribution is made.
SHAREHOLDER STATEMENTS
AND REPORTS
To help you keep accurate records, we will send you a confirmation
immediately following each transaction you make. In January, we will send you a
clear, concise statement detailing all your transactions during the year. For
taxable accounts, this year-end statement also includes the 1099 information
indicating the tax status of any dividends and capital gains distributions made
to you. Information on the status of your account is always available by
telephone.
Four times a year, the Adviser will send you a report on the Fund. These
comprehensive reports include an assessment of the Fund's performance, various
comparisons to benchmarks, an overview of the markets, a report from the
Adviser, listings of the Fund's holdings and other items of interest. The
Adviser may also provide interim letters to update shareholders about important
matters.
ACCOUNT SERVICES AND POLICIES
IMMEDIATE BALANCE INFORMATION
Through an electronic Voice Response Unit (VRU) we offer 24-hour a day
shareholder service. Just call 1-877-636-6460 for an update on your account
balance or latest share prices. The VRU will guide you to your desired
information. Remember to have your account number handy.
WEBSITE
Visit Brandywine Advisors Fund's site at:
http://www.brandywinefunds.com
ACCOUNT MINIMUMS
The Fund reserves the right to redeem the shares held in any account, other
than an IRA or an account with a Servicing Agent, if at the time of any exchange
or redemption of shares in the account, the value of the remaining shares in the
account falls below $25,000. The shareholder will be notified that the value of
his account is less than the minimum and allowed at least 60 days to make an
additional investment.
TELEPHONE TRANSACTIONS
It may be difficult to reach the Fund by telephone during periods of unusual
market activity. If you are unable to reach a representative by telephone, you
may have to send written instructions.
Neither the Fund nor Firstar Mutual Fund Services, LLC will be liable for
following instructions for telephone redemption transactions that they
reasonably believe to be genuine, provided reasonable procedures are used to
confirm the genuineness of the telephone instructions, but may be liable for
unauthorized transactions if they fail to follow such procedures. These
procedures include requiring some form of personal identification prior to
acting upon the telephone instructions and recording all telephone calls.
Procedures for telephone redemptions may be modified or terminated at any
time by the Fund or its transfer agent, Firstar Mutual Fund Services, LLC.
The Fund reserves the right to refuse a telephone redemption request if it is
believed advisable to do so.
ADDRESS CHANGES
To change the address on your account, call Firstar Mutual Fund Services, LLC
at 1-877-636-6460 or 1-414-765-4124. Any written redemption request received
within 30 days after an address change, whether such address change is made in
writing or by telephone, must be accompanied by a signature guarantee. NO
TELEPHONE REDEMPTIONS WILL BE ALLOWED WITHIN 30 DAYS OF AN ADDRESS CHANGE.
TEMPORARY SUSPENSION OF SERVICES
The Fund can stop selling shares or postpone payment at times when the New
York Stock Exchange is closed or under any emergency circumstances as determined
by the United States Securities and Exchange Commission.
BRANDYWINE ADVISORS FUND
(BRANDYWINE ADVISORS FUND LOGO)
Brandywine Advisors Fund
3711 Kennett Pike
P.O. Box 4166
Greenville, Delaware 19807
E-mail: [email protected]
Website: http://www.brandywinefunds.com
1-877-636-6460 or 1-414-765-4124
To learn more about Brandywine Advisors Fund, you may want to read the Statement
of Additional Information (or "SAI") which contains additional information about
the Fund. The Brandywine Advisors Fund has incorporated by reference the SAI
into the Prospectus. This means that you should consider the contents of the
SAI to be part of the Prospectus.
You also may learn more about Brandywine Advisors Fund's investments by reading
the Fund's annual and semi-annual reports to shareholders. The annual report
includes a discussion of the market conditions and investment strategies that
significantly affected the performance of the Fund during the fiscal year.
The SAI and the Fund's annual and semi-annual reports are available, without
charge, by calling 1-877-636-6460 or 1-414-765-4124 or by writing to:
Brandywine Advisors Fund
3711 Kennett Pike
P.O. Box 4166
Greenville, Delaware 19807
Prospective investors and shareholders who have questions about Brandywine
Advisors Fund may also call the above numbers or write to the above address.
The general public can review and copy information about Brandywine Advisors
Fund (including the SAI) at the Securities and Exchange Commission's Public
Reference Room in Washington, D.C. (Please call 1-202-942-8090 for information
on the operations of the Public Reference Room.) Reports and other information
about Brandywine Advisors Fund are also available on the EDGAR Database at the
Securities and Exchange Commission's Internet site at http://www.sec.gov and
copies of this information may be obtained, upon payment of a duplicating fee,
by electronic request at the following E-mail address: [email protected], or
by writing to:
Public Reference Section
Securities and Exchange Commission
Washington, D.C. 20549-6009
Please refer to Brandywine Advisors Fund's Investment Company Act File No. 811-
06221 when seeking information about the Fund from the Securities and Exchange
Commission.
