<PAGE> 1
As filed with the Securities and Exchange Commission on June 6, 1996
Registration No. 33-44964
Investment Company Act File No. 811-6526
- - --------------------------------------------------------------------------------
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. 27 / X /
---- ---
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / X /
---
Amendment No. 29 / X /
---
(Check appropriate box or boxes)
THE COVENTRY GROUP
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
3435 Stelzer Road, Columbus, Ohio 43219
----------------------------------------
(Address of Principal Executive Offices)
Registrant's Telephone Number: (614) 470-8000
--------------
Jeffrey L. Steele, Esq.
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
---------------------------------------
(Name and Address of Agent for Service)
Copies to:
Walter B. Grimm
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219
It is proposed that this filing will become effective (check appropriate box)
/X/ Immediately upon filing pursuant / / on ( ) pursuant to paragraph
to paragraph (b), or (b), or
/ / 75 days after filing pursuant to / / on ( ) pursuant to paragraph
paragraph (a), or (a), of Rule 485.
- - ------------------
* Registrant has registered an indefinite number of shares of all series then
existing or subsequently established under the Securities Act of 1933
pursuant to Rule 24f-2 under the Investment Company Act of 1940, which it
expressly reaffirms. Registrant filed the notice required by Rule 24f-2
with respect to its fiscal year ended March 31, 1996, on May 24, 1996.
<PAGE> 2
CROSS REFERENCE SHEET
The enclosed materials relate only to the Ernst Asia Fund and the Ernst
Global Resources Fund, each of which are separate investment series of the
Coventry Group (the "Group"). Information relating to the AMCORE Vintage U.S.
Government Obligations Fund, AMCORE Vintage Fixed Income Fund, AMCORE Vintage
Intermediate Tax-Free Fund, AMCORE Vintage Equity Fund, AMCORE Vintage Balanced
Fund, AMCORE Vintage Aggressive Growth Fund and AMCORE Vintage Fixed Total
Return Fund is contained in Post-Effective Amendment No. 26, filed on May 1,
1996. Information relating to The Shelby Fund and to Brenton U.S. Government
Money Market Fund, Brenton Intermediate U.S. Government Securities Fund, Brenton
Intermediate Tax-Free Fund, and Brenton Value Equity Fund is contained in
Post-Effective Amendment No. 18, filed on July 31, 1995. Information relating to
Ernst Global Asset Allocation Fund, Ernst Global Smaller Companies Fund and
Ernst Australia-New Zealand Fixed Income Fund is contained in Post-Effective
Amendment No. 25, filed on March 19, 1996.
<TABLE>
<CAPTION>
Form N-1A Part A Item Prospectus Caption
- - --------------------- ------------------
<S> <C>
1. Cover page...................... Cover Page
2. Synopsis........................ Fee Table
3. Condensed Financial
Information..................... Financial Highlights
4. General Description of
Registrant...................... Investment Objective and
Policies; Investment
Restrictions; General
Information - Description
of the Group and Its
Shares
5. Management of the Fund.......... Management of the Group
5A. Management's Discussion of
Fund Performance................ Provided in Registrant's
Annual Report to
Shareholders
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
6. Capital Stock and Other
Securities...................... How to Purchase and
Redeem Shares; Dividends
and Taxes; General
Information - Description
of the Group and Its
Shares; General
Information -
Miscellaneous
7. Purchase of Securities
Being Offered................... Valuation of Shares; How
to Purchase and Redeem
Shares
8. Redemption or Repurchase........ How to Purchase and
Redeem Shares
9. Pending Legal Proceedings....... Inapplicable
<CAPTION>
Statement of Additional
-----------------------
Form N-1A Part B Item Information Caption
- - --------------------- -------------------
<S> <C>
10. Cover Page...................... Cover Page
11. Table of Contents............... Table of Contents
12. General Information and
History......................... The Coventry Group;
Additional Information
13. Investment Objectives and
Policies........................ Investment Objective and
Policies
14. Management of the Fund.......... Management of the Group -
Trustees and Officers
15. Control Persons and Principal
Holders of Securities........... Additional Information -
Description of Shares
16. Investment Advisory and other
Services........................ Management of the Group
17. Brokerage Allocation............ Management of the Group -
Portfolio Transactions
18. Capital Stock and other
Securities...................... Additional Information -
Description of Shares
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
19. Purchase, Redemption and
Pricing of Securities
Being Offered................... Additional Purchase and
Redemption Information
20. Tax Status...................... Additional Information -
Additional Tax
Information
21. Underwriters.................... Management of the Group -
Distributor
22. Calculation of Performance
Data............................ Additional Information
23. Financial Statements............ Financial Statements
</TABLE>
<PAGE> 5
SUPPLEMENT DATED JUNE 6, 1996
1. The following Fee Table and related footnotes supersede and replace
the Fee Table and related footnotes contained on Page 3 of the attached
Prospectus. The Fee Table has been restated to reflect the current fees for each
of the Funds.
FEE TABLE
<TABLE>
<CAPTION>
Global
Asia Resources
Fund Fund
---- ----
<S> <C> <C>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ....................... 4.25% 4.25%
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price) ....................... 0% 0%
Deferred Sales Load (as a percentage of original purchase
price or redemption proceeds, as applicable) .............. 0% 0%
Redemption Fees (as a percentage of amount redeemed,
if applicable)(1) ......................................... 0% 0%
Exchange Fee ................................................ $ 0 $ 0
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees ............................................. 1.00% 1.00%
12b-1 Fees(2) ............................................... 0.25% 0.25%
Other Expenses .............................................. 1.43% 1.13%
----- -----
Total Fund Operating Expenses ............................... 2.68% 2.38%
===== =====
EXAMPLE
You would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and
(2) redemption at the end of each time period:
<CAPTION>
1 Year 3 Years
------ -------
<S> <C> <C>
Asia Fund ....................... $68 $122
Global Resources Fund ........... $66 $114
</TABLE>
- - ---------------
(1) The maximum wire redemption charge of $15.00 is deducted from the
amount of a wire redemption payment made at the request of a
shareholder.
(2) As a result of expenses payable in connection with the Funds'
Distribution and Shareholder Service Plan, it is possible that
long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted by the National Association
of Securities Dealers.
<PAGE> 6
2. The following Financial Highlights are added to the Prospectus
immediately following the section titled "Fee Table."
FINANCIAL HIGHLIGHTS
The table below sets forth certain financial information with respect
to the Ernst Asia Fund for the period from December 6, 1995 (commencement of
operations) through March 31, 1996, and with respect to the Ernst Global
Resources Fund for the period from December 11, 1995 (commencement of
operations) through March 31, 1996. Financial highlights for each Fund have been
derived from financial statements audited by Coopers & Lybrand L.L.P.,
independent certified public accountants, whose report thereon is incorporated
by reference in the Statement of Additional Information.
<TABLE>
<CAPTION>
Ernst Global
Ernst Asia Fund Resources Fund
--------------- --------------
December 6, December 11,
1995 to 1995 to
March 31, March 31,
1996(a) 1996(a)
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<S> <C> <C>
Net Asset Value, Beginning of Period $ 10.00 $ 10.00
------- -------
Investment Activities:
Net investment loss (0.08) (0.02)
Net realized and unrealized gains from investments and
foreign currencies 1.06 0.69
------- -------
Total from Investment Activities 0.98 0.67
======= =======
Net Asset Value, End of Period $ 10.98 $ 10.67
======= =======
Total Return (excludes sales charge) 9.80%(b) 6.70%(b)
Ratios/Supplementary Data:
Net Assets at end of period (000) $ 5,865 $10,457
Ratio of expenses to average net assets* 3.53%(c) 3.54%(c)
Ratio of net investment loss to average net assets* (2.49)%(c) (1.11)%(c)
Portfolio Turnover 45.83% 0.00%
Average Commission Rate Paid $0.0110%(d) $0.0128 (d)
</TABLE>
- - --------------------
* During the period, certain fees were voluntarily reduced and certain
expenses were reimbursed. If such voluntary fee reductions and expense
reimbursements had not occurred, the ratio of expenses to average net
assets on an annualized basis would have been 5.41% for the Asia Fund
and 5.51% for the Global Resources Fund.
(a) Period from commencement of operations.
(b) Not annualized.
(c) Annualized.
(d) Represents the total dollar amount of commissions paid on portfolio
transactions divided by total number of portfolio shares purchased and
sold for which commissions were charged.
<PAGE> 7
3. The following is added to page 2 under the section titled
"Prospectus Summary."
Risks and Special Considerations..... Each of the Funds invest substantial
amounts of its assets in securities of
issuers located outside of the United
States. The risks of such investments
include, among others, currency
fluctuations, possible price volatility
and reduced liquidity, different
financial, accounting and regulatory
standards, possible withholding taxes
and expropriation. (See "INVESTMENT
TECHNIQUES - Risk Factors and Special
Considerations"). In addition, the Asia
Fund invests primarily in securities of
companies in Asia. Such securities may
exhibit additional risks because some
Asian countries are considered emerging
markets and the Asian securities markets
typically exhibit more volatility than
U.S. markets. (See "INVESTMENT
TECHNIQUES - Risk Factors and Special
Considerations - Asian Economies and
Securities Markets")
4. As of May 31, 1996, Ernst & Company owned a controlling interest (as
that term is used under the Investment Company Act of 1940) in each of the
Funds.
5. The effective date of the attached Prospectus is now deemed to be
June 6, 1996.
<PAGE> 8
ERNST WORLD FUNDS
WORLD
ERNST ASIA FUND
ERNST GLOBAL RESOURCES FUND
LOGO
ERNST & COMPANY
INVESTMENT ADVISER
PROSPECTUS DATED OCTOBER 27, 1995
<PAGE> 9
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................................................................... 2
Fee Table............................................................................. 3
Investment Objectives and Policies.................................................... 4
Investment Techniques................................................................. 6
Management of the Group............................................................... 11
Investment Restrictions............................................................... 16
Valuation of Shares................................................................... 16
How to Purchase and Redeem Shares..................................................... 17
Dividends and Taxes................................................................... 25
Expenses and Certain Fund Services.................................................... 26
General Information................................................................... 27
</TABLE>
INVESTMENT ADVISER
Ernst & Company
One Battery Park Plaza
New York, New York 10004
SUB-INVESTMENT ADVISER:
ASIA FUND
Koeneman Capital Management Pte Ltd
6 Raffles Quay #13-01/07
John Hancock Tower
Singapore 0104
SUB-INVESTMENT ADVISER:
GLOBAL RESOURCES FUND
National Mutual Funds Management
(Global), Ltd.
525 Collins Street
Melbourne, Australia 3000
ADMINISTRATOR AND DISTRIBUTOR
BISYS Fund Services, Limited Partnership
3435 Stelzer Road
Columbus, Ohio 43219
LEGAL COUNSEL
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
AUDITORS
Coopers & Lybrand, L.L.P.
100 East Broad Street
Columbus, Ohio 43215
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE GROUP
OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUNDS
OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.
<PAGE> 10
THE ERNST WORLD FUNDS
THE ERNST ASIA FUND
THE ERNST GLOBAL RESOURCES FUND
For current purchase, redemption and
performance
information, call (800) 672-4797.
TDD/TTY call (800) 300-8893
The ERNST WORLD FUNDS are a family of individual, diversified mutual funds
with each Fund having a separately managed portfolio of assets. The two Funds
offered by this Prospectus are the ERNST ASIA FUND (the "Asia Fund") and the
ERNST GLOBAL RESOURCES FUND (the "Global Resources Fund") (collectively the
"Funds"). These Funds are intended for investors seeking international
diversification through investment in specialized portfolios. The Asia Fund
focuses on countries with historically high rates of long term real economic
growth. The Global Resources Fund seeks to benefit from the need that expanding
economies face for natural resource production and refinement. The Funds are
intended for investors who are willing to invest on a longer term basis to seek
the potential benefits in international securities markets and who can accept
the risks inherent in those markets.
The Funds are advised by Ernst & Company ("Ernst" or the "Adviser"), an
institutional securities investment firm with its principal offices in New York,
New York. Ernst, founded in 1924, is a member firm of the New York Stock
Exchange and of all principal U.S. securities exchanges. Each Fund also utilizes
the services of a sub-investment adviser. Koeneman Capital Management Pte Ltd,
Singapore, serves as sub-investment adviser for the Asia Fund and National
Mutual Funds Management (Global), Ltd., Melbourne, Australia, serves as
sub-investment adviser for the Global Resources Fund. The sub-investment
advisers are located in the principal regions where the Funds will invest and
have extensive experience managing assets in those areas.
The investment objective of the Asia Fund is long-term capital appreciation.
It seeks this objective by investing primarily in equity securities of companies
in Asia. The Asia Fund emphasizes investing in countries with historically high
rates of long term real economic growth.
The investment objective of the Global Resources Fund is long-term capital
appreciation. It seeks this objective by investing primarily in equity
securities of U.S. and foreign companies that are principally engaged in the
business of natural resource production and refinement. The Adviser believes
that global economic expansion, particularly in Asia, will increase demand for
natural resource production and refinement.
The Funds are investment series of The Coventry Group (the "Group"), an
open-end management investment company consisting of several separate investment
series. BISYS Fund Services, Limited Partnership, Columbus, Ohio ("BISYS Fund
Services" or the "Administrator" or the "Distributor," as applicable), acts as
the Funds' administrator and distributor. BISYS Fund Services Ohio, Inc.,
Columbus, Ohio, an affiliate of the Distributor, acts as the Funds' transfer
agent (the "Transfer Agent") and performs certain accounting services for the
Funds.
Additional information about the Funds, contained in a Statement of
Additional Information, has been filed with the Securities and Exchange
Commission (the "Commission") and is available upon request without charge by
writing to the Funds at their address or by calling the Funds at the telephone
number shown above. The Statement of Additional Information bears the same date
as this Prospectus and is incorporated by reference in its entirety into this
Prospectus.
This Prospectus sets forth concisely the information about the Funds that a
prospective investor ought to know before investing. Investors should read this
Prospectus and retain it for future reference.
SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY ANY FINANCIAL INSTITUTION AND THE SHARES ARE NOT FEDERALLY INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
INVESTMENTS IN THE FUNDS ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE
LOSS OF PRINCIPAL.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION ("COMMISSION") OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------
The date of this Prospectus is October 27, 1995
<PAGE> 11
PROSPECTUS SUMMARY
<TABLE>
<S> <C>
The Funds.......................... Ernst Asia Fund (the "Asia Fund") and Ernst Global
Resources Fund (the "Global Resources Fund"), each a
separate investment portfolio (collectively, the
"Funds") of The Coventry Group, an open-end, management
investment company organized as a Massachusetts business
trust.
Shares Offered..................... Shares of beneficial interest ("Shares") of the Funds.
Offering Price..................... The public offering price of the Asia Fund and the
Global Resources Fund is equal to the net asset value
per Share plus a sales charge equal to 4.25% of the
public offering price (4.44% of the amount invested),
reduced on investments of $50,000 or more.
Minimum Purchase................... $1,000 minimum for the initial investment with a $50
minimum for subsequent investments. (See "HOW TO
PURCHASE AND REDEEM SHARES--Purchases of Shares and Auto
Invest Plan" for a discussion of lower minimum purchase
amounts).
Investment Objective and Each Fund seeks long-term capital appreciation. Under
Policies......................... normal market conditions, the Asia Fund will invest
primarily in equity securities of companies in Asia. The
Asia Fund emphasizes investing in countries with
historically high rates of long term real economic
growth. Under normal market conditions, the Global
Resources Fund will invest primarily in equity
securities of companies around the world that are
principally engaged in the business of natural resource
production and refinement.
Investment Adviser................. Ernst & Company, New York, New York.
Sub-Investment Adviser for the
Asia Fund........................ Koeneman Capital Management Pte Ltd., Singapore.
Sub-Investment Adviser for the
Global National Mutual Funds Management (Global), Ltd.,
Resources Fund................... Melbourne, Australia.
Dividends.......................... The Asia Fund and the Global Resources Fund intend to
declare dividends from net investment income quarterly
and pay such dividends quarterly. Net realized capital
gains, if any, will be distributed at least once
annually. All such dividends shall be paid in additional
full and fractional shares of a Fund unless a share-
holder elects to take dividends in cash.
Distributor........................ BISYS Fund Services, Limited Partnership, Columbus,
Ohio.
</TABLE>
2
<PAGE> 12
FEE TABLE
<TABLE>
<CAPTION>
GLOBAL
ASIA RESOURCES
FUND FUND
---- ---------
<S> <C> <C>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a percentage of offering
price).............................................................. 4.25% 4.25%
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)................................ 0 % 0%
Deferred Sales Load (as a percentage of original purchase price or
redemption proceeds, as applicable)................................. 0 % 0%
Redemption Fees (as a percentage of amount redeemed, if
applicable)1........................................................ 0 % 0%
Exchange Fee......................................................... $ 0 $ 0
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees...................................................... 1.00% 1.00%
12b-1 Fees2.......................................................... 0.25% 0.25%
Other Expenses3...................................................... 0.81% 0.76%
---- ---------
Total Fund Operating Expenses........................................ 2.06% 2.01%
==== =======
EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time
period:
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Asia Fund..................................................... $ 63 $ 104
Global Resources Fund......................................... $ 62 $ 103
</TABLE>
The purpose of the above table is to assist a potential purchaser of a
Fund's Shares in understanding the various costs and expenses that an investor
in a Fund will bear directly or indirectly. Ernst and the Administrator may
voluntarily waive or reduce a portion of the fees payable to them which may
result in lower total operating expenses. See "MANAGEMENT OF THE GROUP" and
"GENERAL INFORMATION" for a more complete discussion of the Shareholder
transaction expenses and annual operating expenses for the Funds. THE FOREGOING
EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES.
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
- - ------------
1 The maximum wire redemption charge of $15.00 is deducted from the amount of a
wire redemption payment made at the request of a shareholder.
2 As a result of expenses payable in connection with the Funds' Distribution and
Shareholder Service Plan, it is possible that long-term shareholders may pay
more than the economic equivalent of the maximum front-end sales charges
permitted by the National Association of Securities Dealers.
3 "Other Expenses" for the Funds are based on estimated amounts for the current
fiscal year.
3
<PAGE> 13
INVESTMENT OBJECTIVES AND POLICIES
Each Fund has its own investment objective and policies, which are
described below. There is no assurance that a Fund will be successful in
achieving its investment objectives. The investment objective of each Fund is a
fundamental policy and, as such, may not be changed without a vote of the
holders of a majority of the outstanding Shares of a Fund (as described in the
Statement of Additional Information). The other policies of a Fund may be
changed without a vote of the holders of a majority of Shares unless (1) the
policy is expressly deemed to be a fundamental policy of the Fund or (2) the
policy is expressly deemed to be changeable only by such majority vote.
ERNST ASIA FUND
The investment objective of the Asia Fund is to seek long-term capital
appreciation. Under normal market conditions, the Asia Fund will invest
primarily (at least 65% of total assets) in equity securities of companies
located in Asia. Koeneman Capital Management Pte Ltd, Singapore ("KCM") serves
as sub-investment adviser for the Asia Fund. From its principal office in
Singapore, KCM will select the Fund's investments. KCM manages, as of March 31,
1995, approximately $750 million in assets for other institutional investors,
such as insurance companies, pension plans and governments, with a proven
investment record. (See Management of the Group).
This Fund is intended for long-term investors who desire broader portfolio
diversification by investing a portion of their assets internationally. The Asia
Fund has been specially developed to invest primarily in a region that has a
historically high rate of long term real economic growth. The East Asian region
has, since 1974, had an economic growth rate of 7.5% per year. By contrast, the
industrialized countries, which primarily comprise the Organization for Economic
Cooperation and Development (the "OECD") and consist of the United States,
Canada, most of Western Europe and Japan, have grown at a real rate of growth of
only 2.9% per year. (Global Economic Prospects and the Developing Countries,
1994, The World Bank, Washington, D.C.). In addition, the Morgan Stanley Capital
International Index (Hong Kong) recorded a compound annual return of 19.3% in
U.S. dollars from December 1974 through December 1994; the return of the S&P 500
index for the same period was 10.0%. The equity securities markets of Asia are,
however, generally less developed and less liquid than the principal U.S.
securities markets. The Fund may well experience greater volatility or share
price fluctuations than would be the case of a mutual fund that invested
primarily in U.S. securities markets. Other factors, such as fluctuations in
currency values, can contribute to this risk (see Risk Factors and Special
Considerations, page 10).
As noted above, the Fund invests primarily in companies located in Asia.
Asian companies, for this purpose, are companies which are headquartered in or
derive 50% or more of their revenue from Asia. Asia consists of Hong Kong,
Malaysia, Singapore, People's Republic of China, Thailand, Indonesia, the
Philippines, Taiwan, Korea, Japan, India, Sri Lanka and Pakistan. The Fund will
limit its investments in Japanese companies to not more than 25% of its total
assets. Equity securities of companies based in countries outside of Asia may be
included but they will constitute no more than 10% of the Fund's total assets.
The Asia Fund seeks to achieve its investment objective through KCM's use
of sophisticated quantitative methods combined with sound fundamental analysis.
KCM has developed country valuation models using its proprietary Automated
Research Assistant (ARA) system. These country valuation models identify the
potentially most attractive equity markets by country for investment. Within
country equity markets, KCM
4
<PAGE> 14
has developed sophisticated quantitative stock valuation methods for assessing
the potential relative attractiveness of particular companies within a country.
These stock valuation methods have been developed using KCM's proprietary
International Securities Information System (ISIS), a database on over 12,000
securities including over 3,000 in Asia. The equity securities highly ranked by
ISIS are subjected to rigorous fundamental research by a team of country
specialists, each of whom is dedicated to analyzing the companies within a small
number of countries. Those securities, which have a high ISIS ranking and are
judged by the analysts to be fundamentally sound, become candidates for
investment by the Asia Fund.
The Asia Fund may also invest a portion of its assets in cash and money
market instruments, in order to maintain liquidity or if KCM determines that
securities meeting the Fund's investment objective and policies are not readily
available for purchase. For temporary defensive purposes, when KCM determines
that market conditions warrant, the Asia Fund may invest up to 100% of its
assets in money market instruments.
ERNST GLOBAL RESOURCES FUND
The investment objective of the Global Resources Fund is to seek long-term
capital appreciation. Under normal conditions, the Global Resources Fund will
invest primarily (at least 65% of total assets) in equity securities of U.S. and
foreign companies that are principally engaged in the business of natural
resource production and refinement. A company will be considered "principally
engaged" in the business of natural resource production and refinement if 70% or
more of its revenues are derived from resource production and refinement. The
Global Resources Fund will, under normal market conditions, maintain investments
in at least three different countries, including the U.S.
National Mutual Funds Management (Global), Ltd., Melbourne, Australia
("NMFM"), serves as sub-investment adviser for the Global Resources Fund. NMFM
will coordinate a global team of regionally based investment professionals in
Australia, the United States and Europe, and will manage the Fund from its
offices in Melbourne, Australia. In that connection, companies whose corporate
headquarters are in Australia represent approximately one quarter of the major
natural resource companies listed on stock exchanges around the world. NMFM,
with assets under management exceeding $15 billion; has over half a billion
dollars of those assets invested in global natural resource companies and has a
proven investment record in investing in natural resource companies (see
Management of the Group).
The Global Resources Fund, like the Asia Fund, is also intended for
long-term investors who desire broader portfolio diversification by investing a
portion of their assets internationally. The Global Resources Fund has been
specially developed for investors who desire a portion of their assets invested
globally and primarily in natural resource oriented companies. The Adviser and
NMFM particularly believe that developing economies, such as those in which the
Asia Fund invests, face a growing need for natural resource production and
refinement. While this Fund is not limited to investing in particular regions of
the world, it will invest primarily in natural resource oriented companies both
in the United States and in foreign countries. Like other mutual funds investing
abroad, this Fund seeks to benefit from the effects of global economic expansion
but will also be exposed to the risks of international investing (see Risk
Factors).
NMFM intends to invest the Fund's assets primarily in large capitalization
mining, metals and oil and gas stocks. NMFM may also invest up to 30% of the
Fund's total assets in small to mid sized companies. Prices of natural resources
are driven by forces of supply and demand. They tend to be cyclical in nature,
rising with
5
<PAGE> 15
demand and world output. As an investment strategy, to counter the cyclical
nature of the resource industry, NMFM may invest up to 35% of the Fund's total
assets in U.S. Government securities from time to time.
NMFM's investment process involves an on-going review of world economic
developments and economic outlook. It reviews the outlook for specific
commodities and for particular countries and then selects individual companies
based on a variety of factors which may include earnings reviews, on site
visits, and on-going market and company research. The Fund's portfolio will be
constructed by seeking the best relative value among companies while being
mindful of industry sector and geographic concentration.
For temporary defensive purposes, NMFM may invest up to 100% of the Fund's
assets in U.S. Government securities or money market instruments.
INVESTMENT TECHNIQUES
The following investments and investment techniques are available to each
of the Funds, unless otherwise indicated. When an investment limitation is
expressed in terms of a percentage of a Fund's assets, that limitation will
apply at the time the investment is made. The Funds are not required to sell
assets as a result of subsequent market changes in asset values.
EQUITY SECURITIES
Equity securities are comprised of common and preferred stock, debt
securities convertible into common stock (sometimes referred to as "convertible
debentures"), common stock purchase warrants, closed-end country funds listed on
a securities exchange, American Depositary Receipts, European Depositary
Receipts and Global Depositary Receipts.
EQUITY INDEX INSTRUMENTS
When it is judged advantageous, exposure to an individual country may be
attained by the Asia Fund through index-linked instruments such as equity index
futures or warrants on an equity index, as a temporary substitute for equities.
The Fund's holdings of such instruments will not exceed 15% of a Fund's total
assets.
FOREIGN CURRENCY TRANSACTIONS
The value of the assets of a Fund as measured in United States dollars may
be affected favorably or unfavorably by changes in foreign currency exchange
rates and exchange control regulations, and a Fund may incur costs in connection
with conversions between various currencies. Each Fund will conduct its foreign
currency exchange transactions on either a spot (i.e., cash) basis at the spot
rate prevailing in the foreign currency exchange market or through forward
contracts to purchase or sell foreign currencies.
A forward foreign currency exchange contract ("forward currency contracts")
involves an obligation to purchase or sell a specific currency at a future date,
which may be any fixed number of days from the date of the contract agreed upon
by the parties, at a price set at the time of the contract. The Funds may enter
into forward currency contracts in order to hedge against adverse movements in
exchange rates between currencies.
By entering into a forward currency contract in United States dollars for
the purchase or sale of the amount of foreign currency involved in an underlying
security transaction, a Fund is able to protect itself
6
<PAGE> 16
against a possible loss between trade and settlement dates resulting from an
adverse change in the relationship between the United States dollar and such
foreign currency. However, this tends to limit potential gains which might
result from a positive change in such currency relationships. A Fund may also
hedge its foreign currency exchange rate risk by engaging in currency financial
futures and options transactions.
It is impossible to forecast with precision the market value of portfolio
securities at the expiration of a forward currency contract. Accordingly, it may
be necessary for a Fund to purchase additional currency on the spot market (and
bear the expense of such purchase) if the market value of the security is less
than the amount of foreign currency such Fund is obligated to deliver when a
decision is made to sell the security and make delivery of the foreign currency
in settlement of a forward contract. Conversely, it may be necessary to sell on
the spot market some of the foreign currency received upon the sale of the
portfolio security if its market value exceeds the amount of foreign currency
such Fund is obligated to deliver.
If a Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss to the extent that there has
been movement in forward currency contract prices. If the Fund engages in an
offsetting transaction, it may subsequently enter into a new forward currency
contract to sell the foreign currency. Although such contracts tend to minimize
the risk of loss due to a decline in the value of the hedged currency, they also
tend to limit any potential gain which might result should the value of such
currency increase.
DEPOSITARY RECEIPTS
American Depositary Receipts ("ADRs") are Depositary Receipts typically
issued by a U.S. bank or trust company which evidence ownership of underlying
securities issued by a foreign corporation. European Depositary Receipts
("EDRs") and Global Depositary Receipts ("GDRs") are typically issued by foreign
banks or trust companies, although they also may be issued by U.S. banks or
trust companies, and evidence ownership of underlying securities issued by
either a foreign or a United States corporation. Generally, Depositary Receipts
in registered form are designed for use in the U.S. securities market and
Depositary Receipts in bearer form are designed for use in securities markets
outside the United States. Depositary Receipts may not necessarily be
denominated in the same currency as the underlying securities into which they
may be converted. Depositary Receipts may be issued pursuant to sponsored or
unsponsored programs. In sponsored programs, an issuer has made arrangements to
have its securities traded in the form of Depositary Receipts. In unsponsored
programs, the issuer may not be directly involved in the creation of the
program. Although regulatory requirements with respect to sponsored and
unsponsored programs are generally similar, in some cases it may be easier to
obtain financial information from an issuer that has participated in the
creation of a sponsored program. Accordingly, there may be less information
available regarding issuers of securities underlying unsponsored programs and
there may not be a correlation between such information and the market value of
the Depositary Receipts. Depositary Receipts also involve the risk of other
investments in foreign securities, as discussed below.
FUTURES CONTRACTS
The Asia Fund may enter into contracts for the future delivery of
securities and futures contracts based on a specific security, class of
securities or an index, purchase or sell options on any such futures contracts
and engage in related closing transactions. A futures contract on a securities
index is an agreement obligating
7
<PAGE> 17
either party to pay, and entitling the other party to receive, while the
contract is outstanding, cash payments based on the level of a specified
securities index.
Both Funds may enter into contracts for the future delivery of foreign
currencies and futures contracts based on a specific foreign currency, purchase
or sell options on any such futures contracts and engage in related closing
transactions. A Fund may engage in such futures contracts in an effort to hedge
against market risks and to manage its cash position, but not for leveraging
purposes. For example, when interest rates are expected to rise or market values
of portfolio securities are expected to fall, a Fund can seek through the sale
of futures contracts to offset a decline in the value of its portfolio
securities. When interest rates are expected to fall or market values are
expected to rise, a Fund, through the purchase of such contracts, can attempt to
secure better rates or prices for the Fund than might later be available in the
market when it effects anticipated purchases.
The Funds will use futures contracts and related options only for "bona
fide hedging" purposes, as such term is defined in applicable regulations of the
Commodity Futures Trading Commission or, with respect to positions in futures
and related options that do not qualify as "bona fide hedging" positions, will
enter into such nonhedging positions only to the extent that aggregate initial
margin deposits plus premiums paid by it for open futures options positions,
less the amount by which any such positions are "in-the-money," would not exceed
5% of a Fund's total assets. A Fund may lose the expected benefit of the
transactions if interest rates, currency exchange rates or securities prices
change in an unanticipated manner. Such unanticipated changes in interest rates,
currency exchange rates or securities prices also may result in poorer overall
performance of a Fund than if the Fund had not entered into any futures
transactions.
GOVERNMENT OBLIGATIONS
The Funds may invest in government obligations of the U.S. Government as
well as government obligations of foreign countries. The types of U.S.
Government Obligations invested in by a Fund will include obligations issued or
guaranteed as to payment of principal and interest by the full faith and credit
of the U.S. Treasury, such as Treasury bills, notes, bonds and certificates of
indebtedness, and obligations issued or guaranteed by the agencies or
instrumentalities of the U.S. Government, but not supported by such full faith
and credit. Obligations of certain agencies and instrumentalities of the U.S.
Government, such as the Government National Mortgage Association and the
Export-Import Bank of the United States, are supported by the full faith and
credit of the U.S. Treasury; others, such as those of the Federal National
Mortgage Association, are supported by the right of the issuer to borrow from
the Treasury; others are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations. The Funds may also invest in
obligations issued or guaranteed by foreign governments or their agencies and
instrumentalities.
MONEY MARKET INSTRUMENTS
The Funds may invest in U.S. and foreign money market instruments. Money
market instruments consist of: certificates of deposit, time deposits and
bankers acceptances; commercial paper rated in one of the two highest rating
categories by at least one nationally recognized statistical rating
organizations ("NRSROs"); and money market mutual funds.
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<PAGE> 18
CALL AND PUT OPTIONS
Each Fund may purchase call options or write covered call options on
securities owned by the Fund. A call option gives the purchaser of the option
the right to buy, and obligates the seller of the option to sell, the underlying
security at the stated exercise price at any time prior to the expiration date
of the option, regardless of the market price of the security. When a Fund
writes a covered call option and such option is exercised, it will forgo the
appreciation, if any, on the underlying security in excess of the exercise
price. In order to close out a call option it has written, a Fund may enter into
a "closing purchase transaction"--the purchase of a call option on the same
security with the same exercise price and expiration date as the call option
which the Fund previously wrote on any particular securities. When a portfolio
security subject to a call option is sold, the Fund may effect a closing
purchase transaction to close out any existing call option on that security. If
a Fund is unable to effect a closing purchase transaction, it will not be able
to sell the underlying security until the option expires or the Fund delivers
the underlying security upon exercise. Under normal conditions, it is not
expected that the Funds would permit the underlying value of their portfolio
securities subject to such options to exceed 15% of total assets.
The Funds may acquire puts with respect to securities. Under a put, a Fund
would have the right to sell or redeem a specified security at a certain time or
within a certain period of time at a specified price. The security is sold to a
third party or redeemed by the issuer as provided contractually. The put may be
an independent feature or may be combined with a reset feature that is designed
to reduce downward price volatility as interest rates rise by enabling the
holder to liquidate the investment prior to maturity. The Funds may acquire put
options to facilitate portfolio liquidity, shorten the maturity of the
underlying security, or to permit the investment of funds at a more favorable
rate of return. The price of a put option or putable security may be higher than
the price which otherwise would be paid for the security without such put
feature, thereby increasing the security's cost and reducing its yield. The time
remaining to the put date will apply for purposes of determining the maximum
maturity of such securities.
The call and put options discussed above may also be referred to as
derivatives. Derivatives generally are instruments whose value is derived from
or related to the value of some other instrument or index.
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS
Each Fund may purchase securities on a when-issued or delayed-delivery
basis. A Fund will engage in when-issued and delayed-delivery transactions only
for the purpose of acquiring portfolio securities consistent with its investment
objectives and policies, not for investment leverage. When-issued securities are
securities purchased for delivery beyond the normal settlement date at a stated
price and yield and thereby involve a risk that the yield obtained in the
transaction will be less than those available in the market when delivery takes
place. A Fund will generally not pay for such securities or start earning
interest on them until they are received. When a Fund agrees to purchase such
securities, however, the Fund's custodian will set aside cash or liquid
securities equal to the amount of the commitment in a separate account.
Securities purchased on a when-issued basis are recorded as an asset and are
subject to changes in the value based upon changes in the general level of
interest rates. In when-issued and delayed-delivery transactions, a Fund relies
on the seller to complete the transaction; the seller's failure to do so may
cause a Fund to miss a price or yield considered to be advantageous.
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<PAGE> 19
Each Fund's commitments to purchase when-issued securities will not exceed
25%, of the value of its respective total assets, absent unusual market
conditions. Each of the Funds does not intend to purchase when-issued securities
for speculative purposes but only in furtherance of its investment objectives.
OTHER INVESTMENT POLICIES
Each of the Funds may invest up to 5% of its total assets in another
investment company, not to exceed 10% of its total assets in the securities of
other investment companies. A Fund will incur additional expenses due to the
duplication of expenses as a result of investing in other mutual funds.
Additional restrictions on a Fund's investments in the securities of other
mutual funds are contained in the Statement of Additional Information.
RISK FACTORS AND SPECIAL CONSIDERATIONS
Foreign Investment Risk
Investment in foreign securities is subject to special risks that differ in
some respects from those related to investments in securities of U.S. domestic
issuers. Such risks include trade balances and imbalances, and related economic
policies, future adverse political, economic and social developments, the
possible imposition of withholding taxes on interest and dividend income and
other taxes, possible seizure, nationalization, or expropriation of foreign
investments or deposits, currency blockage, less stringent disclosure
requirements, the possible establishment of exchange controls, or the adoption
of other foreign governmental restrictions. Additional risks include the
difficulty in obtaining or enforcing a court judgment abroad, restrictions on
foreign investment in other jurisdictions, reduced levels of governmental
regulation of certain foreign securities markets, difficulties in effecting
repatriation of capital invested abroad, difficulties in transaction
settlements, different accounting and financial standards and the possibility of
price volatility and reduced liquidity in certain foreign markets. For
additional information regarding the special risks associated with investments
in foreign securities, see "Foreign Investments" in the Statement of Additional
Information.
Because of their specialized investment techniques and their emphasis on
foreign securities, the Funds should be considered as vehicles for
diversification of investments and not as balanced investment programs.
Asian Economies and Securities Markets
Asian economies have typically exhibited very high rates of economic
growth. There can be no assurance that these rates of growth will continue. A
slowing of this growth could lead to lower equity returns than have been
previously realized. Moreover, the Asian economies may differ, favorably or
unfavorably, from the U.S. economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency and
balance of payments position. Many of the countries in Asia have had large trade
surpluses with their trading partners, including the United States. Retaliatory
trade actions by such trading partners could affect profits of Asian companies
and the stock prices of such companies.
Some Asian countries are considered emerging markets and, as such, present
risks in a greater degree than, and in addition to, those presented by
investment in foreign issuers in general. Emerging markets countries may impose
greater restrictions on foreign investment and may restrict the ability of
foreign investors to repatriate income, capital or the proceeds of sales.
Currency fluctuations can be more severe; inflation and rapid changes in
inflation rates can have a negative impact on both economies and securities
markets. Some
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<PAGE> 20
Asian countries, such as the People's Republic of China, have only recently
permitted private economic activities and the government continues to exercise
substantial control over the economy. These countries also tend not to have well
developed corporate or securities laws or legal systems and less stringent
disclosure and regulatory standards, as well as different accounting, auditing
and financial standards and requirements.
Asian securities markets typically exhibit more volatility than U.S.
markets and trading volumes are considerably lower. As a consequence, the
difference between bid and offer quotations by dealers for individual stocks
will on average be larger than for the U.S. equity market. Trading costs are
typically higher, from both the larger bid-offer spread and higher commissions.
Another consequence of the thinner trading volumes is that a rapid, large
liquidation of a portfolio security may not be possible.
In 1997, Hong Kong will revert to Chinese ownership and control. The impact
of this event on Hong Kong and its economy and securities markets can not be
fully assessed at the present time.
Currency Risks
Since significant portions of the Funds will be invested in currencies
other than the U.S. Dollar, changes in the exchange rate of the U.S. Dollar
against other currencies will affect the U.S. Dollar value of the Funds.
Exchange rates are determined by forces of supply and demand on the foreign
exchange markets. These forces are in turn affected by international balance of
payments and other economic, political and financial conditions, government
intervention, speculation and other factors. Each Fund's net asset value will be
reported, and distributions from the Funds will be made, in U.S. dollars.
Therefore, a Fund's reported net asset value and distributions would be
adversely affected by depreciation of foreign currencies relative to the U.S.
dollar.
Other Considerations
Neither the Adviser nor the Sub-Advisers have previously advised U.S.
registered management investment companies; however, the Adviser and the
Sub-Advisers have extensive prior experience in providing investment advisory
services to large institutional clients, high net worth individuals and, in the
case of NMFM, to several mutual funds organized outside of the United States in
such markets as Hong Kong, Australia, New Zealand and Luxembourg.
MANAGEMENT OF THE GROUP
TRUSTEES OF THE GROUP
Overall responsibility for management of the Group rests with its Board of
Trustees, who are elected by the shareholders of the Group's funds. There are
currently five Trustees, of whom two are "interested persons" of the Group
within the meaning of that term under the 1940 Act. The Group will be managed by
the Trustees in accordance with the laws of Massachusetts governing business
trusts. The Trustees, in turn, elect the officers of the Group to supervise
actively its day-to-day operations.
The Trustees receive fees and are reimbursed for their expenses in
connection with each meeting of the Board of Trustees they attend. However, no
officer or employee of the Administrator or BISYS Fund Services Ohio, Inc.
receives any compensation from the Group for acting as a Trustee of the Group.
The officers of the Group (see the Statement of Additional Information) receive
no compensation directly from the Group for
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<PAGE> 21
performing the duties of their offices. BISYS Fund Services receives fees from
the Funds for acting as administrator. BISYS Fund Services Ohio, Inc. receives
fees from the Funds for acting as Transfer Agent and for providing certain fund
accounting services.
INVESTMENT ADVISER AND SUB-INVESTMENT ADVISERS
Ernst & Company
Ernst & Company, New York, New York (the "Adviser" or "Ernst") serves as
investment adviser to the Funds. Ernst is a securities investment firm that was
founded in 1924. Ernst has been a member of the New York Stock Exchange for over
65 years and is a member of each of the major U.S. stock exchanges. Ernst acts
as a specialist on the New York and American Stock Exchanges and is also a
market maker in the over-the-counter markets. It is an institutionally oriented
broker-dealer firm that serves numerous institutional and individual accounts
through its correspondent broker-dealer firms. Ernst is registered as an
investment adviser with the Commission and with sixteen states and currently
manages approximately $40 million in a general securities managed account
program, $1 million in a U.S. domestic bank equities managed account program and
$9 million in The Ernst Bank Equity Fund, L.P., a limited partnership that
invests in U.S. domestic bank equities.
Subject to the general supervision of the Group's Board of Trustees and in
accordance with a Fund's investment objective and restrictions, Ernst oversees
and supervises management of the investments of each Fund. Ernst will review the
performance of the Sub-Advisers who will be fully responsible for the selection
of each respective Fund's portfolio investments. For the services provided and
expenses assumed pursuant to its investment advisory agreement with the Group,
Ernst receives a fee computed daily and paid monthly, at the annual rate of one
percent (1.00%) of each Fund's average daily net assets. Ernst in turn pays each
Sub-Adviser six-tenths of one percent (0.60%) of the average daily net assets of
the respective fund it advises. The investment advisory fees paid by the Funds
are higher than those paid by most other investment companies that invest in
domestic U.S. securities, but they are not necessarily higher than the fees paid
by those investment companies with investment objectives similar to those of the
Funds. Ernst may periodically waive all or a portion of its advisory fee which
will cause the yield of a Fund to be higher than it would otherwise be in the
absence of such a waiver.
Koeneman Capital Management Pte Ltd, Singapore ("KCM")
KCM serves as sub-investment adviser to the Asia Fund. KCM, a Singapore
corporation, began operation as an international investment management company
in 1989. It is a registered investment advisor with the U.S. Securities and
Exchange Commission ("SEC") and the Monetary Authority of Singapore ("MAS"). KCM
manages approximately $750 million in assets with over $400 million of that
invested in Asia.
KCM was founded by Mr. John K. Koeneman, CFA, Mr. Geoffrey E. Wong, CFA and
Ms. Liew Geok Kee. Mr. Koeneman has been in the investment industry for
approximately 32 years. He holds a Bachelors degree from the Massachusetts
Institute of Technology, Cambridge, Massachusetts, and received a Masters degree
in Business Administration from the Harvard Graduate School of Business
Administration, Cambridge, Massachusetts, in 1963. Mr. Koeneman serves as both
Chairman and Managing Director of KCM,
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<PAGE> 22
and owns more than 50% of its outstanding common stock. Mr. Koeneman is a U.S.
citizen presently residing in Singapore.
Mr. Geoffrey E. Wong, CFA, a KCM founder, received three degrees from the
Massachusetts Institute of Technology including a Masters degree in Computer
Science and Electrical Engineering and a Masters degree in Management from their
Sloan School of Management. Mr. Wong has been instrumental in the design and
development of KCM's proprietary machine learning software system, the Automated
Research Assistant (ARA), and it's international securities database (ISIS). Mr.
Wong presently is Director, Investment Management for KCM. Mr. Wong is a citizen
of the Republic of Singapore.
Ms. Liew, a KCM founder, received her Bachelors degree with Honors from the
University of Singapore (now the National University of Singapore) and a Masters
degree in Business Administration from the Australian Graduate School of
Management (AGSM) in Sydney, Australia. Ms. Liew has worked in the Singapore
investment community as an investment research analyst since 1983. Ms. Liew
currently is both Director, Investment Management and Director, Marketing and
Client Services for KCM. Ms. Liew is a citizen of the Republic of Singapore.
A wholly owned subsidiary of National Mutual Funds Management (Global)
Ltd., Melbourne, Australia, sub-adviser to the Global Resources Fund, is a
minority shareholder in KCM. This subsidiary is currently the beneficial owner
of 18.56% of the total shares outstanding of KCM.
KCM is an institutional investment management company specializing in the
management of international equities and currencies for institutions such as
banks, insurance companies, pension plans, large sovereign investors and
endowment funds. The company presently has institutional clients in Australia,
New Zealand, Singapore, the Middle East and the United States.
Set forth below are certain performance data relating to those accounts
which have been managed with full investment authority by principals of KCM and
which have the same investment objective and use similar investment strategies
and techniques that are used for the Asia Fund, except that these accounts do
not invest in Japanese securities. The performance information set forth below
reflects past performance and is not necessarily indicative of the future
performance of the Fund. The periods for which information is presented were
periods during which security prices fluctuated.
COMPOSITE PERFORMANCE FOR THE KCM ASIA (EXCLUDING JAPAN)
ACCOUNTS1 SHOWING AVERAGE ANNUAL TOTAL RETURNS2
FOR VARIOUS PERIODS ENDED JULY 31, 1995
<TABLE>
<S> <C>
One Year........................................................... 0.24%
Three Years........................................................ 19.26%
Five Years......................................................... 20.74%
Since Inception on July 1, 1990.................................... 19.97%
</TABLE>
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<PAGE> 23
COMPOSITE PERFORMANCE FOR THE KCM ASIA (EXCLUDING JAPAN)
ACCOUNTS SHOWING ANNUAL TOTAL RETURNS3 FROM
JULY 1, 1990 THROUGH JULY 31, 1995
<TABLE>
<S> <C>
Year Ended July 31, 1995........................................... 0.24%
Year Ended July 31, 1994........................................... 27.10%
Year Ended July 31, 1993........................................... 33.10%
Year Ended July 31, 1992........................................... 21.06%
Year Ended July 31, 1991........................................... 24.99%
Year Ended July 31, 19904.......................................... (1.61)%
</TABLE>
- - ------------
1 The accounts consist of KCM's Asia (Excluding Japan) portfolios. Had these
portfolios invested in Japanese securities, their performance results may have
been different from those shown.
2 The above information is the average annual total return for the periods
indicated, assuming reinvestment of all net investment income and taking into
account annual fund operating expenses of 2.06% of average daily net assets
which is the currently projected expense ratio for the Asia Fund's initial
fiscal year. These results do not reflect the imposition of any sales loads.
3 The above information is the annual total return for the periods indicated,
assuming reinvestment of all net investment income and taking into account
annual fund operating expenses of 2.06% of average daily net assets which is
the currently projected expense ratio for the Asia Fund's initial fiscal year.
These results do not reflect the imposition of any sales loads.
4 Aggregate total return from commencement of operations on July 1, 1990.
The following individuals serve as portfolio managers for the Asia Fund and
are primarily responsible for the day-to-day management of the Fund's portfolio:
John K. Koeneman, CFA, Principal of Koeneman Capital Management Pte Ltd since
1988 and Geoffrey E. Wong, CFA, Principal of Koeneman Capital Management Pte Ltd
since 1988.
National Mutual Funds Management (Global), Ltd., Melbourne, Australia ("NMFM")
NMFM of Melbourne, Australia serves as sub-adviser of the Global Resources
Fund. NMFM is a subsidiary of National Mutual Life Association of Australia
Ltd., one of the world's largest insurance companies. NMFM, through its parent
company, has managed assets for 125 years and NMFM and its affiliated companies
now manage over $15 billion in assets. NMFM has access to global money
management resources through affiliates in the United Kingdom, Japan, Hong Kong,
New Zealand and the United States. NMFM's staff includes 150 investment
professionals, including individuals who specialize in natural resource stocks.
The following individuals serve as portfolio managers for the Global
Resources Fund and are primarily responsible for the day-to-day management of
the Fund's portfolio: Paul Jennings, with NMFM since 1985 and Tony Fernie, with
NMFM since March 1995.
Mr. Jennings was with Standard Bank of South Africa, Limited, from 1972 to
1985. During that time Mr. Jennings was involved in commercial banking and
investment management activities and managed several unit trusts (mutual funds).
Mr. Jennings joined NMFM in 1985 and since that time has specialized in
Australian equities. Since 1994, Mr. Jennings has served as Australian Shares
Manager with responsibility for NMFM's Australian equity investments.
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<PAGE> 24
Mr. Fernie was with Potter Warburg Securities located in Melbourne,
Australia from May 1987 to March 1995, where he served as Director-Equity
Research and Equity Strategist. Mr. Fernie previously was employed by NMFM as
Manager-Equity Research from January 1986 to April 1987.
Set forth below are certain performance data relating to a global resources
portfolio which has been managed with full investment authority by principals of
NMFM and which has the same investment objective and uses similar investment
strategies and techniques that are used for the Global Resources Fund. The
performance information set forth below reflects past performance and is not
necessarily indicative of the future performance of the Fund. The periods for
which information is presented were periods during which security prices
fluctuated.
COMPOSITE PERFORMANCE1 SHOWING AVERAGE ANNUAL TOTAL
RETURNS2 FOR VARIOUS PERIODS ENDED JULY 31, 1995
<TABLE>
<S> <C>
One Year........................................................... 1.80%
Three Years........................................................ 17.22%
Five Years......................................................... 14.27%
Since Inception on May 1, 1989..................................... 15.79%
</TABLE>
COMPOSITE PERFORMANCE SHOWING ANNUAL TOTAL RETURNS3
FROM MAY 1, 1989 THROUGH JULY 31, 1995
<TABLE>
<S> <C>
Year Ended July 31, 1995........................................... 1.80%
Year Ended July 31, 1994........................................... 19.85%
Year Ended July 31, 1993........................................... 32.03%
Year Ended July 31, 1992........................................... 8.18%
Year Ended July 31, 1991........................................... 11.80%
Year Ended July 31, 1990........................................... 8.69%
Year Ended July 31, 19894.......................................... 18.16%
</TABLE>
- - ------------
1 The performance presented is that of the National Mutual Resources Fund, which
is managed by those principals of NMFM who will manage the Global Resources
Fund. The periods shown reflect the periods for which the investment
objectives and policies were substantially similar to those of the Global
Resources Fund (May 1, 1989 through July 31, 1995).
2 The above information is the average annual total return for the periods
indicated, assuming reinvestment of all net investment income and taking into
account annual fund operating expenses of 2.01% of average daily net assets
which is the currently projected expense ratio for the Global Resources Fund's
initial fiscal year. These results do not reflect the imposition of any sales
loads.
3 The above information is the annual total return for the periods indicated,
assuming reinvestment of all net investment income and taking into account
annual fund operating expenses of 2.01% of average daily net assets which is
the currently projected expense ratio for the Global Resources Fund's initial
fiscal year. These results do not reflect the imposition of any sales loads.
4 Aggregate total return from May 1, 1989.
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<PAGE> 25
ADMINISTRATOR AND DISTRIBUTOR
BISYS Fund Services is the administrator for the Funds and also acts as the
Funds' principal underwriter and distributor. BISYS Fund Services is
wholly-owned by The BISYS Group, Inc., 150 Clove Road, Little Falls, New Jersey
07424, a publicly owned company engaged in information processing, loan
servicing and 401(k) administration and recordkeeping services to and through
banking and other financial organizations.
The Administrator generally assists in all aspects of the Funds'
administration and operation. For expenses assumed and services provided as
administrator pursuant to its management and administration agreement with the
Funds, the Administrator receives a fee computed daily and paid periodically,
calculated at an annual rate of seventeen one-hundredths of one percent (0.17%)
of the Fund's first $500 million in average daily net assets. This fee is
reduced on a sliding scale to 0.05% of average daily net assets in excess of $1
billion. The Administrator is entitled to a minimum fee of $75,000 per Fund per
year. The Administrator may periodically waive all or a portion of its
administrative fee which will cause the yield of a Fund to be higher than it
would otherwise be in the absence of such a waiver.
The Distributor acts as agent for the Funds in the distribution of their
Shares and, in such capacity, solicits orders for the sale of Shares,
advertises, and pays the costs of advertising, office space and its personnel
involved in such activities.
INVESTMENT RESTRICTIONS
A Fund is subject to a number of investment restrictions that may be
changed only by a vote of a majority of the outstanding Shares of such a Fund
(as defined in the Statement of Additional Information). The following are two
examples of the Funds' investment restrictions:
Each of the Funds will not:
1. Purchase securities while borrowings in excess of 5% of its total assets
are outstanding.
2. Make loans, except that a Fund may purchase or hold debt securities in
accordance with its investment objective and policies.
In addition to the above investment restrictions, each Fund is subject to
certain other investment restrictions set forth under "INVESTMENT OBJECTIVES AND
POLICIES--Investment Restrictions" in the Funds' Statement of Additional
Information.
VALUATION OF SHARES
The net asset value of each of the Funds is determined and its Shares are
priced as of the close of regular trading on the New York Stock Exchange
("NYSE") (generally 4:00 p.m. Eastern Time) on each Business Day ("Valuation
Time"). As used herein, a "Business Day" constitutes any day on which the NYSE
is open for trading, and any other day except days on which there are not
sufficient changes in the value of the Fund's portfolio securities that the
Fund's net asset value might be materially affected and days during which no
Shares are tendered for redemption and no orders to purchase Shares are
received. Currently, the NYSE is closed on New Year's Day, President's Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. Net asset value per Share for purposes of pricing sales and
redemptions
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<PAGE> 26
is calculated by dividing the value of all securities and other assets of the
Fund less the liabilities charged to the Fund by the number of its outstanding
Shares. The value of a foreign security is determined in its national currency
as of the close of trading on the foreign exchange on which it is traded or as
of the scheduled closing time of the NYSE, if that is earlier, and that value is
then converted into its U.S. dollar equivalent at the foreign exchange rate in
effect at noon, New York time, on the day the value of the foreign security is
determined. If no sale is reported at that time, the mean between the current
bid and asked price is used. Occasionally, events which affect the values of
such securities and such exchange rates may occur between the times at which
they are determined and the close of the NYSE, and will therefore not be
reflected in the computation of the Fund's net asset value. If events materially
affecting the value of such securities occur during such period, then these
securities will be valued at fair value as determined by the management and
approved in good faith by the Board of Trustees.
The securities in the Funds will be valued at market value. If market
quotations are not available, the securities will be valued by a method which
the Board of Trustees believes accurately reflects fair value. For further
information about valuation of investments, see "NET ASSET VALUE" in the
Statement of Additional Information.
HOW TO PURCHASE AND REDEEM SHARES
DISTRIBUTOR
Shares of the Funds are sold on a continuous basis by the Group's
Distributor. The principal office of the Distributor is 3435 Stelzer Road,
Columbus, Ohio 43219. If you wish to purchase Shares, contact the Funds at (800)
672-4797.
PURCHASES OF SHARES
Shares of the Funds are continuously offered and may be purchased directly
either by mail, by telephone or by electronic transfer. Shares may also be
purchased through a broker-dealer who has established a dealer agreement with
the Distributor. The minimum investment is generally $1,000 for the initial
purchase of Shares ($250 in the case of an Ernst World IRA) and $50 for
subsequent purchases. For purchases that are made in connection with 401(k)
plans, 403(b) plans and other similar plans or payroll deduction plans, the
minimum investment amount for initial and subsequent purchases is $50. (But, see
"HOW TO PURCHASE AND REDEEM SHARES--Auto Invest Plan" below for minimum
investment requirements under the Auto Invest Plan).
Purchasers of Shares of the Funds will pay the sum of the next calculated
net asset value per Share after the Distributor's receipt of an order to
purchase Shares in good form plus a sales charge, when applicable ("public
offering price") (see "HOW TO PURCHASE AND REDEEM SHARES" below).
In the case of orders for the purchase of Shares placed through a
broker-dealer, the public offering price will be the net asset value as so
determined plus any applicable sales charge, but only if the broker-dealer
receives the order prior to the Valuation Time for that day and transmits it to
the Funds by the Valuation Time. The broker-dealer is responsible for
transmitting such orders promptly. If the broker-dealer fails to do so, the
investor's right to that day's closing price must be settled between the
investor and the broker-dealer. If
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<PAGE> 27
the broker-dealer receives the order after the Valuation Time for that day, the
price will be based on the net asset value determined as of the Valuation Time
for the next Business Day.
Purchases By Mail
To purchase Shares of a Fund, complete an Account Application and return it
along with a check (or other negotiable bank draft or money order) in at least
the minimum initial purchase amount, made payable to the appropriate Fund to:
Ernst World Funds
Dept. L-1636
Columbus, Ohio 43260-1636
An Account Application form can be obtained by calling your broker or the
Funds at (800) 672-4797. Subsequent purchases of Shares of a Fund may be made at
any time by mailing a check payable to a Fund, to the above address.
Purchases by Telephone
Shares of a Fund may be purchased by calling your broker or the Funds at
(800) 672-4797, if your Account Application, in good form, has been previously
received by the Distributor. Payment for Shares ordered by telephone is made by
electronic transfer to the Funds' custodian. Prior to wiring funds and in order
to ensure that wire orders are invested promptly, investors must call the Funds
at the number above to obtain instructions regarding the bank account number to
which the funds should be wired and other pertinent information.
Other Information Regarding Purchases
Purchases of Shares in a Fund will be effected only on a Business Day (as
defined in "VALUATION OF SHARES") based upon the public offering price. In the
case of an order for the purchase of Shares placed through a broker-dealer, it
is the responsibility of the broker-dealer to transmit the order to the
Distributor promptly.
The Group reserves the right to reject any order for the purchase of a
Fund's Shares in whole or in part including purchases made with foreign and
third party checks.
Every Shareholder of record will receive a confirmation of each transaction
in his or her account, which will also show the total number of Shares of a Fund
owned by the Shareholder. Shareholders may rely on these statements in lieu of
certificates. Certificates representing Shares of the Funds will not be issued.
SALES CHARGES
The Public Offering Price of Shares of the Funds equals the sum of the net
asset value per Share plus a sales load in accordance with the table below.
BISYS Fund Services receives this sales charge as Distributor and reallows a
portion of it as dealer discounts and brokerage commissions. However, the
Distributor, in its sole discretion, may pay certain dealers all or part of the
portion of the sales charge it receives. A broker or
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<PAGE> 28
dealer who receives a reallowance in excess of 90% of the sales charge may be
deemed to be an "underwriter" for purposes of the Securities Act of 1933.
<TABLE>
<CAPTION>
DEALER
DISCOUNTS
SALES SALES AND BROKERAGE
CHARGE AS CHARGE AS COMMISSIONS AS
% OF NET % OF PUBLIC % OF PUBLIC
AMOUNT OFFERING OFFERING
AMOUNT OF PURCHASE INVESTED PRICE PRICE
------------ ----------- ---------------
<S> <C> <C> <C>
Less than $50,000........................... 4.44% 4.25% 4.00%
$50,000 but less than $100,000.............. 3.63 3.50 3.25
$100,000 but less than $250,000............. 2.56 2.50 2.30
$250,000 but less than $500,000............. 2.04 2.00 1.85
$500,000 but less than $1,000,000........... 1.02 1.00 0.90
$1,000,000 or more.......................... 0.00 0.00 0.00
</TABLE>
From time to time, dealers who receive dealer discounts and brokerage
commissions from the Distributor may reallow all or a portion of such dealer
discounts and brokerage commissions to other dealers or brokers.
The sales charges set forth in the table above are applicable to purchases
made at one time by any purchaser (a "Purchaser"), which includes the
combination of any of the following: (i) an individual, his or her spouse and
children under the age of 21; (ii) a trustee or other fiduciary of a single
trust estate or single fiduciary account; and (iii) businesses owned as sole
proprietorships (or partnerships), provided that such organization has been in
existence for at least six months and has some purpose other than the purchase
of redeemable securities of a registered investment company. In order to qualify
for a lower sales charge, all orders from a Purchaser will have to be placed
through a single investment dealer and identified at the time of purchase as
originating from the same Purchaser, although such orders may be placed into
more than one account which identifies the Purchaser.
The Distributor, at its expense, will also provide additional compensation
to broker-dealers, financial consultants and financial institutions in
connection with sales of Shares of a Fund. Such compensation will include
financial assistance to such entities in connection with conferences, sales or
training programs for their employees, seminars for the public, advertising
campaigns regarding one or more of the Funds and/or other dealer-sponsored
special events. In some instances, this compensation may be made available only
to certain dealers whose representatives have sold or are expected to sell a
significant amount of Shares. Compensation will include payment for travel
expenses, including lodging, incurred in connection with trips taken by invited
registered representatives and members of their families to locations within or
outside of the United States for meetings or seminars of a business nature.
Compensation will also include the following types of non-cash compensation
offered through sales contests: (1) vacation trips, including the provision of
travel arrangements and lodging at luxury resorts at exotic locations, (2)
tickets for entertainment events (such as concerts, cruises and sporting
events), and (3) merchandise (such as clothing, trophies and clocks). Dealers
may not use sales of Shares to qualify for this compensation to the extent such
may be prohibited by the laws of any state or any self-regulatory agency, such
as the National Association of Securities Dealers, Inc. None of the
aforementioned compensation is paid for by the Funds or their Shareholders.
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<PAGE> 29
The Distributor or the Adviser, at its expense, may also provide additional
compensation to certain broker-dealers, financial consultants and financial
institutions in connection with sales of Shares of a Fund, which compensation,
payable in amounts not to exceed 0.20% of the average daily net assets of
shareholders with whom such persons have relationships, is paid in connection
with various services provided to such shareholders.
SALES CHARGE WAIVERS
The following classes of investors may purchase Shares of the Funds with no
sales charge:
(1) existing Shareholders of a Fund upon the automatic reinvestment of
dividend and capital gains distributions;
(2) Trustees of the Group, officers, directors, employees and retired
employees of (a) the Adviser, the Sub-Advisers and their affiliates and
(b) the Distributor and its affiliates, and spouses and children under
the age of 21 of each of the foregoing;
(3) employees (and their spouses and children under the age of 21) of any
broker-dealer with whom the Distributor enters into a dealer agreement
to sell Shares of the Fund;
(4) investors for whom an investment dealer acts in a fiduciary, custodial,
agency or similar capacity and for whom purchases are made through such
accounts or with proceeds from liquidations of such accounts; and
(5) purchases made on behalf of other investment companies distributed by
any affiliate of BISYS Group, Inc.
Each investor described in paragraphs (2) and (3) above must so identify
himself/herself at the time of purchase. The Distributor may change or eliminate
the foregoing waivers at any time. The Distributor may also periodically waive
all or a portion of the sales charge for all investors with respect to a Fund.
In addition, the Distributor may waive the sales charge for the purchase of a
Fund's shares with the proceeds from the recent redemption of shares of another
non-money market front-end load mutual fund (but not funds subject to a
contingent deferred sales load). The purchase must be made within 60 days of the
redemption, and the Distributor must be notified in writing by the investor, or
by his financial institution, at the time the purchase is made. A copy of the
investor's account statement showing such redemption must accompany such notice.
LETTERS OF INTENT
Any Purchaser may obtain a reduced sales charge by means of a written
Letter of Intent which expresses the Purchaser's intention to purchase Shares at
a specified total public offering price within a 13-month period.
A Letter of Intent is not a binding obligation upon the Purchaser to
purchase the full dollar amount indicated. The minimum initial investment under
a Letter of Intent is 5% of such dollar amount. Shares purchased with the first
5% of such amount will be held in escrow (while remaining registered in the name
of the investor) to secure payment of the higher sales charge applicable to the
Shares actually purchased if the full dollar amount indicated is not purchased,
and such escrowed Shares will be involuntarily redeemed to pay the additional
sales charge, if necessary. Dividends on escrowed Shares, whether paid in cash
or reinvested in
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<PAGE> 30
additional Shares, are not subject to escrow. The escrowed Shares will not be
available for disposal by the Purchaser until all purchases pursuant to the
Letter of Intent have been made or the higher sales charge has been paid. When
the full amount indicated by the Letter of Intent has been purchased, the escrow
will be released. A Letter of Intent may include purchases of Shares made not
more than 30 days prior to the date the Purchaser signs a Letter of Intent;
however, the 13-month period during which the Letter of Intent is in effect will
begin on the date of the earliest purchase to be included. A Purchaser as
defined above may combine purchases made in several capacities for purposes of
obtaining reduced sales charges by means of a written Letter of Intent. In order
to accomplish this, however, a Purchaser must designate on the account
application the accounts that are to be combined for this purpose.
If a Purchaser qualifies for a further reduced sales charge because he or
she either has purchased more than the dollar amount indicated on the Letter of
Intent or has entered into a Letter of Intent which includes Shares purchased
prior to the date of the Letter of Intent, the difference in the sales charge
will be used to purchase additional Shares of the Fund on behalf of the
Purchaser; thus the total purchases (included in the Letter of Intent) will
reflect the applicable reduced sales charge of the Letter of Intent.
For Purchasers who purchase more than the dollar amount indicated on the
Letter of Intent or enter into a Letter of Intent that includes Shares purchased
prior to the date of the Letter of Intent and qualify for a reduced sales
charge, such additional Shares will be purchased at the conclusion of the
13-month period and in the form of additional Shares, credited to the
Purchaser's account at the then current public offering price applicable to a
single purchase of the total amount of the purchases.
For further information about Letters of Intent, interested investors
should contact the Funds at (800) 672-4797. This program, however, may be
modified or eliminated at any time or from time to time without notice.
CONCURRENT PURCHASES AND RIGHT OF ACCUMULATION
A Purchaser may qualify for a reduced sales charge by combining concurrent
purchases of Shares of the Funds or by combining a current purchase of Shares of
a Fund with prior purchases of Shares of the other Fund. The applicable sales
charge is based on the sum of (i) the Purchaser's current purchase of shares of
a Fund plus (ii) the then-current net asset value of all Shares held by the
Purchaser in either of the Funds. To receive the applicable public offering
price pursuant to the right of accumulation, Shareholders must provide the
Transfer Agent or the Distributor with sufficient information at the time of
purchase to permit confirmation of qualification. Accumulation privileges may be
amended or terminated without notice at any time by the Distributor.
ERNST WORLD INDIVIDUAL RETIREMENT ACCOUNT ("ERNST WORLD IRA")
An Ernst World IRA enables individuals, even if they participate in an
employer-sponsored retirement plan, to establish their own retirement program.
Ernst World IRA contributions may be tax-deductible and earnings are
tax-deferred. The tax deductibility of Ernst World IRA contributions is
restricted or eliminated for individuals who participate in certain employer
pension plans and whose annual income exceeds certain limits. Existing IRAs and
future contributions up to the IRA maximums, whether deductible or not, still
earn income on a tax-deferred basis.
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<PAGE> 31
All Ernst World IRA distribution requests must be made in writing to the
Distributor. Any additional deposits to an Ernst World IRA must designate the
type and year of the contribution.
For more information on an Ernst World IRA, including the forms required to
open an Ernst World IRA, call your broker or the Funds at (800) 672-4797.
Shareholders are advised to consult a tax adviser on IRA contribution and
withdrawal requirements and restrictions.
AUTO INVEST PLAN
The Auto Invest Plan enables Shareholders of the Funds to make regular
monthly or quarterly purchases of Shares through automatic deductions from their
bank accounts (which must be with a domestic member of the Automatic Clearing
House). With Shareholder authorization, the Transfer Agent will deduct the
amount specified from the Shareholder's bank account which will automatically be
invested in Shares at the public offering price on the dates of the deduction.
The required minimum initial investment when opening an account using the Auto
Invest Plan is $50; the minimum amount for subsequent investments in a Fund is
$50. To participate in the Auto Invest Plan, Shareholders should complete the
appropriate section of the Account Application which can be requested by calling
(800) 672-4797. For a Shareholder to change the Auto Invest instructions, the
request must be made in writing to the Distributor.
EXCHANGE PRIVILEGE
The Funds offer an exchange program whereby Shareholders are entitled to
exchange their Shares for Shares of the other Fund. Such exchanges will be
executed on the basis of the relative net asset values of the Shares exchanged.
The Shares exchanged must have a current value that equals or exceeds the
minimum investment that is required (either the minimum amount required for
initial or subsequent investments as the case may be) for the Fund whose Shares
are being acquired. Share exchanges will only be permitted where the Shares to
be acquired may legally be sold in the investor's state of residence and are
limited to five per year. An exchange is considered to be a sale of Shares for
federal income tax purposes on which a Shareholder may realize a taxable gain or
loss. A Shareholder may make an exchange request by calling your broker or the
Funds at (800) 672-4797 or by providing written instructions to the Funds. An
investor should consult the Funds for further information regarding exchanges.
During periods of significant economic or market change, telephone exchanges may
be difficult to complete. If a Shareholder is unable to contact the Funds by
telephone, a Shareholder may also mail the exchange request to the Funds at the
address listed under "HOW TO PURCHASE AND REDEEM SHARES--Redemption By Mail."
The Funds reserve the right to modify or terminate the exchange privilege
described above at any time and to reject any exchange request. If an exchange
request in good order is received by the Distributor by the Valuation Time, on
any Business Day, the exchange usually will occur on that day. Any Shareholder
who wishes to make an exchange should obtain and review the current prospectus
of the Fund in which he or she wishes to invest before making the exchange.
Shareholders wishing to make use of the Funds' exchange program must so indicate
on the Account Application.
REDEMPTION OF SHARES
Shareholders may redeem their Shares on any day that net asset value is
calculated (see "VALUATION OF SHARES"). Redemptions will be effected at the net
asset value per share next determined after receipt of a redemption request in
good order. Redemptions may ordinarily be requested by mail or by telephone.
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<PAGE> 32
REDEMPTION BY MAIL
A written request for redemption must be received by the Funds in order to
honor the request. The Funds' address is: 3435 Stelzer Road, Columbus, Ohio
43219. The Transfer Agent may require a signature guarantee by an eligible
guarantor institution. For purposes of this policy, the term "eligible guarantor
institution" shall include banks, brokers, dealers, credit unions, securities
exchanges and associations, clearing agencies and savings associations as those
terms are defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. The
Transfer Agent reserves the right to reject any signature guarantee if (1) it
has reason to believe that the signature is not genuine, (2) it has reason to
believe that the transaction would otherwise be improper, or (3) the guarantor
institution is a broker or dealer that is neither a member of a clearing
corporation nor maintains net capital of at least $100,000. The signature
guarantee requirement will be waived if all of the following conditions apply:
(1) the redemption check is payable to the Shareholder(s) of record and (2) the
redemption check is mailed to the Shareholder(s) at the address of record or the
proceeds are either mailed or wired to a commercial bank account previously
designated on the Account Application. There is no charge for having redemption
requests mailed to a designated bank account.
If the Group receives a redemption order but a shareholder has not clearly
indicated the amount of money or number of shares involved, the Group cannot
execute the order. In such cases, the Group will request the missing information
and process the order on the day such information is received.
REDEMPTION BY TELEPHONE
Shares may be redeemed by telephone if the Shareholder selected that option
on the Account Application. The Shareholder may have the proceeds mailed to his
or her address of record or mailed or sent electronically to a commercial bank
account previously designated on the Account Application. Electronic payment
requests may be made by the Shareholder by telephone to the Funds at (800)
672-4797. For a wire redemption, the then-current wire redemption charge may be
deducted from the proceeds of a wire redemption. This charge, if applied, is
presently $15.00 for each wire redemption. It is not necessary for Shareholders
to confirm telephone redemption requests in writing. During periods of
significant economic or market change, telephone redemptions may be difficult to
complete. If a Shareholder is unable to contact the Funds by telephone, a
Shareholder may also mail the redemption request to the Distributor at the
address listed above under "HOW TO PURCHASE AND REDEEM SHARES--Redemption by
Mail." Neither the Distributor, the Transfer Agent, Ernst nor the Group will be
liable for any losses, damages, expense or cost arising out of any telephone
transaction (including exchanges and redemptions) effected in accordance with
the Funds' telephone transaction procedures, upon instructions reasonably
believed to be genuine. The Funds will employ procedures designed to provide
reasonable assurance that instructions by telephone are genuine; if these
procedures are not followed, the Funds or their service contractors may be
liable for any losses due to unauthorized or fraudulent instructions. These
procedures include recording all phone conversations, sending confirmations to
shareholders within 72 hours of the telephone transaction, verification of
account name and account number or tax identification number, and sending
redemption proceeds only to the address of record or to a previously authorized
bank account.
AUTO WITHDRAWAL PLAN
The Auto Withdrawal Plan enables Shareholders of a Fund to make regular
monthly or quarterly redemptions of Shares. With Shareholder authorization, the
Transfer Agent will automatically redeem Shares
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<PAGE> 33
at the net asset value on the dates of the withdrawal and have a check in the
amount specified mailed to the Shareholder. The required minimum account balance
is $10,000 and the required minimum withdrawal is $100. To participate in the
Auto Withdrawal Plan, Shareholders should call (800) 672-4797 for more
information. Purchases of additional Shares concurrent with withdrawals may be
disadvantageous to certain Shareholders because of tax liabilities. For a
Shareholder to change the Auto Withdrawal instructions the request must be made
in writing to the Distributor.
DIRECTED DIVIDEND OPTION
A Shareholder may elect to have all income dividends and capital gains
distributions from one Fund paid by check or reinvested in the other Fund
(provided the other Fund is maintained at the minimum required balance).
The Directed Dividend Option may be modified or terminated at any time
after notice to participating Shareholders. Participation in the Directed
Dividend Option may be terminated or changed by the Shareholder at any time by
writing the Distributor. The Directed Dividend Option is not available to
participants in an Ernst World IRA.
PAYMENTS TO SHAREHOLDERS
Redemption orders are effected at the net asset value per Share next
determined after the Shares are properly tendered for redemption, as described
above. Payment to Shareholders for Shares redeemed will be made in accordance
with the applicable settlement requirements after receipt by the Distributor of
the request for redemption. However, to the greatest extent possible, the Funds
will attempt to honor requests from Shareholders for next day payments if
received by the Distributor before the Valuation Time on a Business Day or if
the request for redemption is received after the Valuation Time, to honor
requests for payment within two Business Days, unless it would be
disadvantageous to the Fund or the Shareholders of the Fund to sell or liquidate
portfolio securities in an amount sufficient to satisfy requests for payments in
that manner.
At various times, a Fund may be requested to redeem Shares for which it has
not yet received good payment. In such circumstances, a Fund may delay the
forwarding of proceeds until payment has been collected for the purchase of such
Shares, which delay may be for up to 10 days or more. A Fund intends to pay cash
for all Shares redeemed, but under abnormal conditions which make payment in
cash unwise, a Fund may make payment wholly or partly in portfolio securities at
their then-current market value equal to the redemption price. In such cases, an
investor may incur brokerage costs in converting such securities to cash.
Due to the relatively high cost of handling small investments, the Funds
reserve the right to redeem, at net asset value, the Shares of any Shareholder
if, because of redemptions of Shares by or on behalf of the Shareholder (but not
as a result of a decrease in the market price of such Shares), the account of
such Shareholder has a value of less than $500. Before the Funds exercise their
right to redeem such Shares and to send the proceeds to the Shareholder, the
Shareholder will be given notice that the value of the Shares in his or her
account is less than the minimum amount and will be allowed 60 days to make an
additional investment in an amount which will increase the value of the account
to at least $500.
See "ADDITIONAL PURCHASE AND REDEMPTION INFORMATION--Matters Affecting
Redemption" in the Statement of Additional Information for examples of when the
Group may, under
24
<PAGE> 34
applicable law and regulation, suspend the right of redemption if it appears
appropriate to do so in light of the Group's responsibilities under the 1940
Act.
DIVIDENDS AND TAXES
DIVIDENDS
Each Fund intends to declare their net investment income quarterly as a
dividend to Shareholders at the close of business on the day of declaration, and
generally will pay such dividends quarterly. Each Fund also intends to
distribute its capital gains, if any, at least annually, normally in December of
each year. A Shareholder will automatically receive all income dividends and
capital gains distributions in additional full and fractional Shares of a Fund
at net asset value as of the date of payment, unless the Shareholder elects to
receive dividends or distributions in cash. Such election must be made on the
Account Application; any change in such election must be made in writing to the
Funds at 3435 Stelzer Road, Columbus, Ohio 43219, and will become effective with
respect to dividends and distributions having record dates after its receipt by
the Transfer Agent.
FEDERAL TAXES
Each Fund intends to elect to be treated and to qualify each year as a
regulated investment company under Subchapter M of the Internal Revenue Code of
1986 (the "Code"). A regulated investment company generally is not subject to
Federal income tax on income and gains distributed in a timely manner to its
shareholders. Earnings of a Fund not distributed on a timely basis in accordance
with a calendar year distribution requirement are subject to a nondeductible 4%
excise tax. To prevent imposition of this tax, each Fund intends to comply with
this distribution requirement.
Each Fund intends to distribute substantially all of its net investment
income and realized capital gains to Shareholders. Distributions will be taxed
as ordinary income in the hands of shareholders, except to the extent they are
designated as capital gain dividends or are from sources other than net
investment income or net realized capital gains. Capital gain dividends are
treated as long-term capital gains in the hands of shareholders, regardless of
how long the shareholder has held a Fund's shares. Distributions that are not
from the Fund's net investment income or net realized capital gain may be
characterized as a return of capital to shareholders, reducing the shareholder's
basis in its shares, and amounts so distributed in excess of such basis
generally will be characterized as capital gain. Distributions declared in
October, November or December to Shareholders of record on a date in such month
and paid during the following January will be treated as having been received by
Shareholders on December 31 in the year such distributions were declared, rather
than the calendar year in which the distributions are actually received. The
Company will inform Shareholders each year of the amount and nature of such
income or gains. Sales or other dispositions of Fund shares generally will give
rise to taxable gain or loss.
A Fund may be subject to certain taxes imposed by the countries in which it
invests or operates. If a Fund qualifies as a regulated investment company and
if more than 50% of the value of the total assets of the Fund at the close of
the taxable year consists of stocks or securities of foreign corporations, the
Fund may elect, for U.S. federal income tax purposes, to treat any foreign taxes
paid by the Fund that qualify as income or similar taxes under United States
income tax principals as having been paid by the Fund's shareholders. For any
year for which a Fund makes such an election, each shareholder will be required
to include in its gross income an
25
<PAGE> 35
amount equal to its allocable share of such taxes paid by the Fund and the
shareholders will be entitled, subject to tax law limitations, to credit their
portions of these amounts against their U.S. federal income tax liability, if
any, or to deduct their portions from their U.S. taxable income, if any. No
deduction for foreign taxes may be claimed by individuals who do not itemize
deductions. In any year in which it elects to "pass through" foreign taxes to
shareholders, the Fund will so notify shareholders.
A more detailed description of tax consequences to Shareholders is
contained in the Statement of Additional Information under the heading "Tax
Status."
STATE AND LOCAL TAXES
The Group is organized as a Massachusetts business trust and, under current
law, neither the Group nor any Fund is liable for any income or franchise tax in
the Commonwealth of Massachusetts as long as each Fund qualifies as a regulated
investment company under the Code.
Distributions from the Funds may be subject to state and local taxes.
Distributions of a Fund which are derived from interest on obligations of the
U.S. Government and certain of its agencies and instrumentalities may be exempt
from state and local taxes in certain states. Shareholders should consult their
tax advisers regarding the possible exclusion for state and local income tax
purposes of the portion of dividends paid by a Fund which is attributable to
interest from obligations of the U.S. Government and its agencies, authorities
and instrumentalities, and the particular tax consequences to them of an
investment in a Fund, including the application of state and local tax laws.
EXPENSES AND CERTAIN FUND SERVICES
EXPENSES AND PORTFOLIO TRANSACTIONS
Ernst and the Administrator each bear all expenses in connection with the
performance of their services as investment adviser and general manager and
administrator, respectively, other than the cost of securities (including
brokerage commissions, if any) purchased for the Funds.
The policy of each of the Funds, regarding purchases and sales of
securities for its portfolio, is that primary consideration be given to
obtaining the most favorable prices and efficient execution of transactions. In
seeking to implement each Fund's policies, Ernst effects transactions with those
brokers and dealers whom Ernst believes provide the most favorable prices and
are capable of providing efficient executions. If Ernst believes such price and
executions are obtainable from more than one broker or dealer, it may give
consideration to placing portfolio transactions with those brokers and dealers
who also furnish research and other services to the Funds or Ernst. Such
services may include, but are not limited to, any one or more of the following:
information as to the availability of securities for purchase or sale;
statistical or factual information or opinions pertaining to investments; wire
services; and appraisals or evaluations of portfolio securities. Such
information may be useful to Ernst in serving both the Funds and other clients
and, conversely, supplemental information obtained by the placement of business
of other clients may be useful to Ernst in carrying out its obligations to the
Funds.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commission charged by other broker-dealers in
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<PAGE> 36
recognition of their research or execution services. In order to cause the Funds
to pay such higher commissions, Ernst must determine in good faith that such
commissions are reasonable in relation to the value of the brokerage and/or
research services provided by such executing broker-dealers, viewed in terms of
a particular transaction or Ernst's overall responsibilities to the Funds. In
reaching this determination, Ernst will not attempt to place a specific dollar
value on the brokerage and/or research services provided, or to determine what
portion of the compensation should be related to those services.
DISTRIBUTION PLAN
Pursuant to Rule 12b-1 under the 1940 Act, the Group has adopted a
Distribution and Shareholder Service Plan (the "Plan"), under which each Fund is
authorized to pay or reimburse the Distributor, a periodic amount calculated at
an annual rate not to exceed twenty-five one hundredths of one percent (0.25%)
of the average daily net assets of each Fund. Such amount may be used to pay
banks, broker-dealers and other institutions for administrative and shareholder
services and other similar services, including distribution services (each such
bank, broker-dealer and other institution is hereafter referred to as a
"Participating Organization"), pursuant to an agreement between the Distributor
and the Participating Organization. Under the Plan, a Participating Organization
may include BISYS Fund Services its subsidiaries and its affiliates.
CUSTODIAN
The Bank of California, N.A., through its Mitsubishi Global Custody
Division (the "Custodian") serves as custodian for the Funds. Pursuant to the
Custodian Agreement with the Group, the Custodian receives an annual asset-based
fee from each Fund for such services plus, under certain circumstances, fixed
fees charged for certain portfolio transactions and out-of-pocket expenses.
TRANSFER AGENCY AND FUND ACCOUNTING SERVICES
BISYS Fund Services Ohio, Inc. ("BISYS Fund Services Ohio" or the "Transfer
Agent"), an affiliate of BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio
43219, serves as the Funds' transfer agent pursuant to a Transfer Agency
Agreement for the Funds and receives a fee for such services. BISYS Fund
Services Ohio also provides certain accounting services for the Funds pursuant
to a Fund Accounting Agreement and receives a fee for such services. See
"MANAGEMENT OF THE COMPANY--Transfer Agency and Fund Accounting Services" in the
Statement of Additional Information for further information.
While BISYS Fund Services Ohio is a distinct legal entity from BISYS Fund
Services (the Funds' Administrator and Distributor), BISYS Fund Services Ohio is
considered to be an affiliated person of BISYS Fund Services under the 1940 Act
due to, among other things, the fact that BISYS Fund Services Ohio is owned by
substantially the same persons that directly or indirectly own BISYS Fund
Services.
GENERAL INFORMATION
DESCRIPTION OF THE GROUP AND ITS SHARES
The Group was organized as a Massachusetts business trust on January 8,
1992. The Group consists of several funds organized as separate series of
shares. Each share represents an equal proportionate interest in a fund with
other shares of the same fund, and is entitled to such dividends and
distributions out of the income
27
<PAGE> 37
earned on the assets belonging to that fund as are declared at the discretion of
the Trustees (see "Miscellaneous" below).
Shareholders are entitled to one vote for each full share held and a
proportionate fractional vote for any fractional shares held, and will vote in
the aggregate and not by series except as otherwise expressly required by law.
For example, shareholders of each fund will vote in the aggregate with other
shareholders of the Group with respect to the election of Trustees and
ratification of the selection of independent auditors. However, shareholders of
a particular fund will vote as a fund, and not in the aggregate with other
shareholders of the Group, for purposes of approval of that fund's investment
advisory agreement and the Plan.
Overall responsibility for the management of the Funds is vested in the
Board of Trustees of the Group. See "MANAGEMENT OF THE GROUP--Trustees of the
Group." Individual Trustees are elected by the shareholders of the Group and may
be removed by the Board of Trustees or shareholders in accordance with the
provisions of the Declaration of Trust and By-Laws of the Group and
Massachusetts law. See "ADDITIONAL INFORMATION--Miscellaneous" in the Statement
of Additional Information for further information.
An annual or special meeting of shareholders is not generally required by
the Declaration of Trust, the 1940 Act or other applicable authority. To the
extent that such a meeting is not required, the Group may elect not to have an
annual or special meeting.
The Group has undertaken that the Trustees will call a special meeting of
shareholders for purposes of considering the removal of one or more Trustees
upon written request therefore from shareholders holding not less than 10% of
the outstanding votes of the Group. The Group will, to the extent required under
the 1940 Act, assist Shareholders in calling such a meeting. At such a meeting,
a quorum of shareholders (constituting a majority of votes attributable to all
outstanding shares of the Group), by majority vote, has the power to remove one
or more Trustees.
PERFORMANCE INFORMATION
From time to time the Funds may advertise their average annual total
return, aggregate total return, yield and effective yield in advertisements,
sales literature and shareholder reports. SUCH PERFORMANCE FIGURES ARE BASED ON
HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE. Average
annual total return will be calculated for the period since the establishment of
the Fund and will reflect the imposition of the maximum sales charge. Average
annual total return is measured by comparing the value of an investment in the
Fund at the beginning of the relevant period to the redemption value of the
investment at the end of the period (assuming immediate reinvestment of any
dividends or capital gains distributions) and annualizing the difference.
Aggregate total return is calculated similarly to average annual total return
except that the return figure is aggregated over the relevant period instead of
annualized. Yield will be computed by dividing a Fund's net investment income
per share earned during a recent one-month period by the Fund's per share
maximum offering price (reduced by any undeclared earned income expected to be
paid shortly as a dividend) on the last day of the period and annualizing the
result.
Distribution rates will be computed by dividing the distribution per share
made by the Fund over a twelve-month period by the maximum offering price per
share. The distribution rate includes both income and capital gain dividends and
does not reflect unrealized gains or losses. The distribution rate differs from
the
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<PAGE> 38
yield, because it includes capital items which are often non-recurring in
nature, whereas yield does not include such items.
Investors may also judge the performance of a Fund by comparing its
performance to the performance of other mutual funds with comparable investment
objectives and policies through various mutual fund or market indices and to
data prepared by various services which may be published by such services or by
other services or publications. In addition to performance information, general
information about a Fund that appears in such publications may be included in
advertisements, sales literature and in reports to Shareholders.
Yield and total return are functions of the type and quality of instruments
held in the portfolio, operating expenses, and market conditions. Consequently,
current yields and total return will fluctuate and are not necessarily
representative of future results.
Additional information regarding the investment performance of the Funds
will be contained in the annual report of the Funds which, when available, may
be obtained without charge by writing or calling the Funds.
MISCELLANEOUS
Shareholders will receive unaudited semi-annual reports and annual reports
audited by independent auditors.
As used in this Prospectus and in the Statement of Additional Information,
"assets belonging to a fund" means the consideration received by the fund upon
the issuance or sale of shares in that fund, together with all income, earnings,
profits, and proceeds derived from the investment thereof, including any
proceeds from the sale, exchange, or liquidation of such investments, and any
funds or amounts derived from any reinvestment of such proceeds, and any general
assets of the Group not readily identified as belonging to a particular fund
that are allocated to the Fund by the Group's Board of Trustees. The Board of
Trustees may allocate such general assets in any manner it deems fair and
equitable. Determinations by the Board of Trustees of the Group as to the timing
of the allocation of general liabilities and expenses and as to the timing and
allocable portion of any general assets with respect to the Fund are conclusive.
As used in this Prospectus and in the Statement of Additional Information,
a "vote of a majority of the outstanding Shares" of a Fund means the affirmative
vote, at a meeting of Shareholders duly called, of the lesser of (a) 67% or more
of the votes of Shareholders of a Fund present at a meeting at which the holders
of more than 50% of the votes attributable to Shareholders of record of the Fund
are represented in person or by proxy, or (b) the holders of more than 50% of
the outstanding votes of Shareholders of a Fund.
Inquiries regarding the Funds may be directed in writing to the Funds at
3435 Stelzer Road, Columbus, Ohio 43219, or by calling toll free (800) 672-4797.
29
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<PAGE> 40
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ACCOUNT REGISTRATION ERNST WORLD FUNDS
RETURN COMPLETED FORM TO:
Ernst World Funds
Dept. L-1636
Columbus, OH 43260-1636
FOR ASSISTANCE, CALL: 1-800-672-4797.
SHARES OF ERNST WORLD FUNDS:
- - - Are not insured by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.
- - - Are not deposits or other obligations of, or guaranteed by, any bank.
- - - Are subject to investment risks, including possible loss of the principal amount invested.
1 FUND SELECTION
The minimum initial investment is $1,000 per fund; the minimum additional investment is $50 (Lower limits may apply. Please see "How
to purchase and redeem shares" in the prospectus). I am investing in the following fund(s). The payment method I have chosen is: / /
Check: My check, made payable to Ernst World Funds, is enclosed. / / Wire: I will call 1-800-672-4797 for instructions. / / Bank
transfer: Debit my bank account as indicated in Section 4.
$ _________ Ernst Global Asset Allocation Fund
$ ________ Ernst Asia Fund $ _________
$ ________ Ernst Global Resources Fund $ _________
$ _________________ TOTAL AMOUNT INVESTED
====================================================================================================================================
2 ACCOUNT REGISTRATION Do not use this form to establish a retirement account. To receive the forms necessary to open a
retirement account, please call 1-800-672-4797.
TYPE OF REGISTRATION (check one)
/ / COMMUNITY PROPERTY / / NONPROFIT ORGANIZATION* / / CHARITABLE ORGANIZATION*
/ / INDIVIDUAL / / TENANTS IN COMMON / / CORPORATION* / / CUSTODIAN FOR MINOR
/ / JOINT TENANTS WITH RIGHT OF SURVIVORSHIP / / PARTNERSHIP* / / TRUST* / / OTHER (SPECIFY)*____________
*Please attach a copy of the appropriate bylaws, resolutions or trust documents establishing authority to open this account. If any
such agreements or resolutions are not in existence, complete Section 9.
____________________________________________________ ____________________________ _____________________________________________
INDIVIDUAL (First Name/Initial/Last Name) Date of Birth Social Security Number
____________________________________________________ ____________________________
JOINT OWNER-IF ANY (First Name/Initial/Last Name) Date of Birth
____________________________________________________ ____________________________
NAME OF CUSTODIAN (only one) as custodian for
____________________________________________________ ____________________________ _____________________________________________
Name of Minor (only one) Minor's State Minor's Date of Birth Minor's Social Security Number
of Residence
____________________________________________________ ____________________________ _____________________________________________
NAME OF ORGANIZATION/TRUST/PLAN Date of Trust Tax ID Number
____________________________________________________
Name of Trustee
__________________________________________________________________________________________________________________________________
ADDRESS Number and Street Apt. # City State Zip
(____)________________________________________________________(____)_______________________________________________________________
Daytime Telephone Number Evening Telephone Number
CITIZENSHIP
/ / U.S. Citizen / / Nonresident Alien (Attach a W-8 form. Dividends are subject to tax withholding.) / / Resident Alien
EMPLOYMENT Required by National Association of Securities Dealers, Inc.
__________________________________________________________________________________________________________________________________
Employer's Name Occupation
__________________________________________________________________________________________________________________________________
Employer's Address City State Zip
Are you or an immediate family member affiliated with or working for a member firm of a stock exchange or the National Association
of Securities Dealers, Inc.?
/ / No / / Yes Name of institution _______________________________________________ Please complete section 5E.
EMPLOYMENT FOR JOINT ACCOUNT OWNER Required by National Association of Securities Dealers, Inc.
__________________________________________________________________________________________________________________________________
Employer's Name Occupation
__________________________________________________________________________________________________________________________________
Employer's Address City State Zip
Are you or an immediate family member affiliated with or working for a member firm of a stock exchange or the National Association
of Securities Dealers, Inc.?
/ / No / / Yes Name of institution _______________________________________________ Please complete section 5E.
</TABLE>
2
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<TABLE>
<S> <C> <C> <C>
3 DISTRIBUTION SELECTION Your dividends and capital gains will be automatically reinvested into your account
unless you indicate otherwise below.
I would like my:
/ / Dividends and capital gains reinvested for fund(s)______________________________________________________
/ / Dividends paid by check and capital gains reinvested for fund(s)_______________________________________
/ / Dividends and capital gains sent to me by check to the address indicated in
Section 2 for fund(s)___________________________________________________________________________________
/ / Dividends and capital gains automatically deposited to my bank account as indicated in Section 4
for fund(s)_____________________________________________________________________________________________
/ / Dividends and capital gains reinvested in another established Ernst World Fund (minimum balance of $500
required)______________________________________________________________________________________________
From__________________________ ________________________to___________________________ ______________________
(Fund) Account Number (Fund) Account Number
From__________________________ ________________________to___________________________ ______________________
(Fund) Account Number (Fund) Account Number
==============================================================================================================
4 ELECTRONIC FUNDS TRANSFER INSTRUCTIONS
FOR YOUR CONVENIENCE, YOU MAY AUTHORIZE ERNST WORLD FUNDS TO TRANSFER MONEY
BETWEEN YOUR BANK ACCOUNT AND YOUR ERNST WORLD FUNDS ACCOUNT.
I have attached a VOIDED CHECK OR DEPOSIT SLIP for my / / checking* / / saving* / / money market* account.
I would like to use this service:
/ / for the Automatic Plan(s) I signed up for in Section 5 / / to establish Bank Wire instructions
/ / to receive dividends and capital gains
__________________________________________________________________________________________________________________
Bank Name Branch Office Bank Telephone Number
__________________________________________________________________________________________________________________
Account Number Bank Routing Number or ABA Number (if unknown, call your bank)
__________________________________________________________________________________________________________________
Name(s) on Bank Account (must be the same as Ernst World Funds account)
__________________________________________________________________________________________________________________
Bank Address (do not use P.O. Box) City State Zip
__________________________________________________________________________________________________________________
Signature of Co-owner of Bank Account
*Debits to this account may count toward the maximum number of withdrawals allowed for this type of account. Please
check with your bank to ensure that they accept "ACH transactions"
====================================================================================================================
5 ACCOUNT OPTIONS
A. AUTOMATIC INVESTMENT AND WITHDRAWAL PLANS Minimum $50 automatic investment and $100 automatic withdrawal per fund;
please see prospectus for details.
/ / AUTOMATIC INVESTMENT PLAN. I would like the plan to begin the month of______19__. Please have the amount(s)
indicated below withdrawn from my bank account noted in Section 4 and invested in the fund(s) listed below.
Fund______________________ Amount $_______________________ Fund___________________ Amount $ _______________________
/ / Each month on the 5th / / Quarterly on the 5th / / Each month on the 5th / / Quarterly on the 5th
/ / Each month on the 20th (Mar., June, Sept., Dec.) / / Each month on the 20th (Mar., June, Sept., Dec.)
/ / AUTOMATIC WITHDRAWAL PLAN. Requited minimum balance is $10,000. I would like the plan to begin the month of______19______.
Please have the amount(s) indicated below / / deposited into my bank account noted in Section 4. / / mailed to me by check at
the address indicated in Section 2.
Fund______________________ Amount $_______________________ Fund___________________ Amount $ _______________________
/ / Each month on the 5th / / Quarterly on the 5th / / Each month on the 5th / / Quarterly on the 5th
/ / Each month on the 20th (Mar., June, Sept., Dec.) / / Each month on the 20th (Mar., June, Sept., Dec.)
B. RIGHTS OF ACCUMULATION Please see the prospectus for qualifications.
/ / My combined holdings in the Ernst World Funds may entitle me to a reduced sales charge. Applicable shareholder account numbers
are:
Fund____________________________ Fund_____________________________ Fund_______________________________
Account #_______________________ Account #________________________ Account #__________________________
C. LETTER OF INTENT you may qualify for reduced sales charges if you plan to make additional investments within a 13-month period.
Please see the prospectus for qualifications.
/ / I agree to the terms of the Letter of Intent set forth in the prospectus. Although I am not obligated to do so, it is my
intention to invest over a 13-month period in shares of one or more of the above Funds (except the money market funds) an
aggregate amount at least equal to that which is checked below.
/ / $50,000 / / $100,000 / / $250,000 / / $500,000 / / $1,000,000
D. SALES CHARGE WAIVER Please see current prospectus for eligibility. The Sales Charge Waiver Form must be attached.
To receive a copy of the Sales Charge Waiver Form, see your employer or call 1-800-672-4797. Investor Category__________________
E. DUPLICATE STATEMENTS & CONFIRMATIONS (Optional, at your discretion)
Please send duplicate statements and confirmations to:
_______________________________________________________________________________________________________________________________
Name Company
_______________________________________________________________________________________________________________________________
Address City State Zip
</TABLE>
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6 TELEPHONE REDEMPTION AND EXCHANGE If left blank, you will automatically
receive telephone privileges.
I elect the telephone privileges as described in the prospectus.
/ / Yes / / No
7 CUSTOMER AGREEMENT
To: BISYS Fund Services (BISYS), Distributor, and BISYS Fund Services Ohio,
Inc., Transfer Agent.
I (We) have full right, power, authority and legal capacity; and am (are) of
legal age in my (our) state of residence to purchase shares of the fund(s). I
(We) affirm that I (we) have received and read the current prospectus(es) of
the fund(s) selected and agree to be bound by its (their) terms.
Any changes to sections 1, 2 or 4 must be made in waiting to BISYS Fund
Services, accompanied by a signature guarantee from an eligible guarantor
institution as outlined in the funds' prospectuses.
Any changes to sections 3, 5, 6, or 9 must be made in writing to BISYS Fund
Services, but do not require a signature guarantee. Please allow 15 business
days after receipt of the request to add, change or discontinue the Auto
Withdrawal feature.
The meaning of words in this Agreement: The words "I," "me" and ,"my" refer to
the person(s) who signed this Agreement. The words "you" and "your" refer to
the Distributor and the Transfer Agent.
A. REPRESENTATIONS. I understand that you provide no investment, tax or legal
advice, and I have relied on my independent judgment with respect to the
suitability or potential value of any security or order.
B. FORCE MAJEURE. You shall not be liable for loss or delay caused directly or
indirectly by war, natural disaster, government restrictions, exchange or
market rulings or other conditions beyond the control of the Distributor and
the Transfer Agent.
C. RECORDING CONVERSATIONS. I understand and agree that, for our mutual
protection, telephone conversations may be recorded without further notice.
D. APPLICABLE LAWS AND REGULATIONS. All transactions shall be subject to rules,
regulations, customs and usages of the exchange, market or clearing house where
executed, all applicable federal and I state laws and regulations, and the
policies and procedures as determined by Ernst World Funds (the "Fund") set
forth in the funds' then current prospectuses.
E. GOVERNING LAWS. The Aggreement shall be governed by the laws of the State of
Ohio as applicable.
F. RELIANCE ON REPRESENTATIONS. I understand that the Distributor and the
Transfer Agent shall rely on the information which I have set forth in this
Agreement. I agree that all changes to this information shall be promptly
provided to the Distributor or the Transfer Agent in writing. The Distributor
and the Transfer Agent are entitled to rely on this information until I change
it by subsequent written notice.
G. DELIVERY AND RECEIPT. Any orders for transactions in the funds under this
Agreement will NOT be effective until received and approved by the Distributor
or the Transfer Agent at their offices in Columbus Ohio. The Distributor or the
Transfer Agent shall not be responsible for any losses or lost profit
opportunity I may experience due to any delays in the execution of purchase
and redemption orders as a result of delayed receipt of such orders.
H. INSTRUCTIONS. Neither the Distributor, the Transfer Agent nor the Fund will
be liable for any loss, damages, expense or cost arising out of any telephone
redemption effected in accordance with the Fund's telephone redemption
procedures, upon instructions reasonably believed to be genuine. The Fund and
its agents will employ procedures designed to provide reasonable assurance that
instructions by telephone are genuine. These procedures included recording all
phone conversations, sending confirmations to shareholders within 72 hours
of the telephone transaction, verification of account name and account number
or tax identification number and sending redemption proceeds only to the
address of record or to a previously authorized bank account.
I. ARBITRATION. THIS PARAGRAPH CONTAINS WHAT IS SOMETIMES REFERRED TO AS A
PREDISPUTE ARBITRATION CLAUSE. IN THIS REGARD, I AM AWARE OF THE FOLLOWING:
(i) ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
(ii) THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING
THE RIGHT TO JURY TRIAL.
(iii) PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT
FROM COURT PROCEEDINGS.
(iv) THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF
RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.
(v) THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS
WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
(vi) ALL AGREEMENTS SHALL INCLUDE A STATEMENT THAT "NO PERSON SHALL BRING A
PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY
PREDISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT
A PUTATIVE CLASS ACTION; OR WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT
OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE
CLASS ACTION UNTIL: (i) THE CLASS CERTIFICATION IS DENIED, OR (ii) THE CLASS
IS DECERTIFIED, OR (iii) THE PERSON AGAINST WHOM THE ARBITRATION AGREEMENT
WOULD BE ENFORCED IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE
TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY
RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN."
IT IS AGREED THAT ANY CONTROVERSY BETWEEN ME AND ALL OR ANY OF THE FUNDS AND
ITS SERVICE PROVIDERS, ARISING OUT OF THIS AGREEMENT OR MY BUSINESS WITH YOU,
SHALL BE SETTLED BY ARBITRATION CONDUCTED IN ACCORDANCE WITH THE RULES OF THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR THE AMERICAN ARBITRATION
ASSOCIATION, AS I MAY ELECT. FAILURE TO NOTIFY YOU OF SUCH ELECTION IN
WRITING WITHIN FIVE (5) DAYS AFTER RECEIPT FROM YOU OF A REQUEST FOR
ARBITRATION SHALL BE DEEMED TO BE AUTHORIZATION TO MAKE SUCH ELECTION ON MY
BEHALF JUDGMENT UPON THE AWARD OF THE ARBITRATORS MAY BE ENTERED BY ANY COURT
HAVING JURISDICTION.
J.INDEMNIFICATION. As additional consideration for the services of the
Distributor, the Transfer Agent and the Fund, with regard to this Account, I
agree to indemnify and hold the Distributor, the Transfer Agent and the Fund,
its officers, directors, employees and agents harmless from and against any and
all losses, liabilities, demands, claims, actions, expenses and attorney's fees
arising out of or in connection with this Agreement, which are not caused by
the negligence or willful misconduct of the Distributor, the Transfer Agent or
the Fund. The provisions of this Section shall survive termination of this
Agreement; the provisions of this Section shall be binding on my successon
and assigns.
K. I understand that, if disbursements out of this account are to anyone other
than applicant or applicant's joint tenant, a signature guarantee will be
required.
L. With respect to Section 5A, I understand that if the 5th or 20th should fall
on a nonbusiness day, the transaction will be effective on the next business
day.
M. I UNDERSTAND THAT MUTUAL FUND SHARES ARE NOT DEPOSITS OF ANY BANK, ARE NOT
INSURED BY THE FDIC, ARE NOT OBLIGATIONS OF ANY BANK OR THE U.S. GOVERNMENT AND
ARE NOT ENDORSED OR GUARANTED IN ANY WAY BY ANY BANK.
4
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8 YOUR SIGNATURE All registered shareholders must sign.
I HAVE RECEIVED AND READ THE CURRENT PROSPECTUS(ES) OF THE FUND(S) SELECTED AND THIS ACCOUNT REGISTRATION FORM AND AGREE TO BE BOUND
BY THEIR TERMS. By signing below, I certify under the penalty of perjury, that (check appropriate box):
/ / The number I have provided is the correct taxpayer identification number for this account, and I AM NOT subject to backup
withholding because (a) I am exempt from backup withholding (and if I am a nonresident alien, I have provided you with a
complete W-8 form), or (b) I have not been notified by the Internal Revenue Service that I am subject to backup
withholding as a result of a failure to report interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
/ / The number I have provided is my correct taxpayer identification number, and I AM subject to backup withholding.
BY SIGNING BELOW, I REPRESENT THAT I HAVE READ THE TERMS AND CONDITIONS GOVERNING THIS ACCOUNT AND AGREE TO BE BOUND BY SUCH TERMS
AND CONDITIONS AS ARE CURRENTLY IN EFFECT AND AS MAY BE AMENDED FROM TIME TO TIME, AND I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND
THE DISCLOSURE WITH RESPECT TO NON-DEPOSIT INVESTMENT PRODUCTS AT THE CONCLUSION OF THIS AGREEMENT.
X ____________________________________________________ X _______________________________________________________
Signature Date Signature (Joint Owner - if any) Date
X ____________________________________________________ X _______________________________________________________
Signature (Joint Owner - if any) Date Signature (Joint Owner - if any) Date
===================================================================================================================================
9 ORGANIZATION RESOLUTION
This section is to be completed by organizations. In some circumstances, additional documentation is required. Please call
1-800-672-4797 to inquire. Also, please be sure to fill out the appropriate resolution fully, as incomplete documentation will cause
delays in investing and redeeming.
TYPE OF ORGANIZATION
/ / Corporation / / Nonprofit Organization / / Partnership
______________________________________________________ _________________________________________________________
Name of Organization Name (Please print) Title
______________________________________________________ _________________________________________________________
Address Signature
______________________________________________________ _________________________________________________________
City State Zip Name (Please print) Title
______________________________________________________ _________________________________________________________
Telephone Signature
_________________________________________________________
I, _____________________ of __________________________ Name (Please print) Title
certify that the following is a true copy of resolution _________________________________________________________
now in full force and effect, duly adopted by the Board Signature
of Directors or by those with authority to act on behalf
said Organization on _________________ 19 _____; Be it further resolved, that the parties named above are
Resolved, that any / / one / / two / / three / / four of hereby authorized and directed to sign such documents,
the persons whose names and signatures appear below are make such filings and to take such further actions as
hereby authorized and directed to execute and deliver may be necessary or desirable to implement this resolution.
any written instruments including, without limitation,
the Customer Agreement, which is attached hereto and X _______________________________________________________
made a part hereof by this reference, necessary to Signature of certifying person or officer Date
establish and maintain accounts with any fund within (Other than those listed above) All persons authorized to
the Ernst World Funds, to effect purchases and act on the account must also sign under Section 8 of this
redemptions of such shares. application.
______________________________________________________
Name (Please print) Title
______________________________________________________
Signature
==============================================================================================================================
BANK/ BROKER/DEALER USE ONLY
Investment Rep ____________________________________ SS# ______________________________________ Rep # _________________________
Broker/Dealer# ____________________________________ Office Name ______________________________ Office # ______________________
Telephone (___)____________________________________ Signature _______________________________________ Date ___________________
Referred by _______________________________________ Office Name ______________________________ Office # ______________________
Principal _________________________________________ Signature _______________________________________ Date ___________________
==============================================================================================================================
==============================================================================================================================
OFFICE USE ONLY
Dealer # _______________________ Rep # _________________________ Lead Source ______
Wholesaler # ________ Referring Employee ___________________________ Fund Source ______
Office # _______________________ Referring Branch __________________ Campaign Code _______
==============================================================================================================================
</TABLE>
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Ernst Asia Fund
Ernst Global Resources Fund
Each an Investment Portfolio of
The Coventry Group
Statement of Additional Information
June 6, 1996
This Statement of Additional Information is not a prospectus, but should be read
in conjunction with the prospectus for the Ernst Asia Fund (the "Asia Fund") and
the Ernst Global Resources Fund (the "Global Resources Fund") dated the same
date as the date hereof (the "Prospectus"), hereinafter referred to collectively
as the "Funds" and singly, a "Fund." The Funds are two separate investment
portfolios of The Coventry Group (the "Group"), an open-end management
investment company. This Statement of Additional Information is incorporated in
its entirety into the Prospectus. Copies of the Prospectus may be obtained by
writing the Funds at 3435 Stelzer Road, Columbus, Ohio 43219, or by telephoning
toll free (800) 672-4797.
<PAGE> 45
TABLE OF CONTENTS
<TABLE>
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Page
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THE COVENTRY GROUP .................................................... 1
INVESTMENT OBJECTIVE AND POLICIES ..................................... 1
Additional Information on Portfolio Instruments ....................... 1
Investment Restrictions ............................................... 8
Portfolio Turnover .................................................... 10
NET ASSET VALUE ....................................................... 10
Valuation of the Funds ................................................ 11
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION ........................ 12
Matters Affecting Redemption .......................................... 12
MANAGEMENT OF THE GROUP ............................................... 12
Trustees and Officers ................................................. 12
Investment Adviser and Sub-Advisers ................................... 16
Portfolio Transactions ................................................ 18
Administrator ......................................................... 19
Expenses .............................................................. 21
Distributor ........................................................... 21
Custodian ............................................................. 23
Transfer Agency and Fund Accounting Services .......................... 23
Independent Auditors .................................................. 24
Legal Counsel ......................................................... 24
ADDITIONAL INFORMATION ................................................ 25
Description of Shares ................................................. 25
Vote of a Majority of the Outstanding Shares .......................... 26
Additional Tax Information ............................................ 26
Yields and Total Returns of the Funds ................................. 33
Performance Comparisons ............................................... 36
Principal Shareholders ................................................ 37
Miscellaneous ......................................................... 37
FINANCIAL STATEMENTS .................................................. 38
</TABLE>
- i -
<PAGE> 46
STATEMENT OF ADDITIONAL INFORMATION
THE COVENTRY GROUP
The Coventry Group (the "Group") is an open-end management investment
company which issues its Shares in separate series. Each series relates to a
separate portfolio of assets. The portfolios advised by Ernst & Company (the
"Adviser") are each referred to generally as a "Fund". This Statement of
Additional Information deals with two Funds, the Asia Fund and the Global
Resources Fund. Much of the information contained in this Statement of
Additional Information expands upon subjects discussed in the Prospectus of the
Funds. Capitalized terms not defined herein are defined in such Prospectus. No
investment in Shares of a Fund should be made without first reading the
Prospectus.
INVESTMENT OBJECTIVE AND POLICIES
Additional Information on Portfolio Instruments
The following policies supplement the investment objective and policies
of the Funds as set forth in their Prospectus.
Bank Obligations. The Funds may invest in bank obligations such as
bankers' acceptances, certificates of deposit, and time deposits.
Bankers' acceptances are negotiable drafts or bills of exchange
typically drawn by an importer or exporter to pay for specific merchandise,
which are "accepted" by a bank, meaning, in effect, that the bank
unconditionally agrees to pay the face value of the instrument on maturity.
Bankers' acceptances invested in by the Funds will be those guaranteed by
domestic and foreign banks having, at the time of investment, capital, surplus,
and undivided profits in excess of $100,000,000 (as of the date of their most
recently published financial statements).
Certificates of deposit are negotiable certificates issued against
funds deposited in a commercial bank or a savings and loan association for a
definite period of time and earning a specified return. Certificates of deposit
and time deposits will be those of domestic banks and savings and loan
associations, if (a) at the time of investment the depository institution has
capital, surplus, and undivided profits in excess of $100,000,000 (as of the
date of its most recently published financial statements), or (b) the principal
amount of the instrument is insured in full by the Federal Deposit Insurance
Corporation.
B-1
<PAGE> 47
Commercial Paper. Commercial paper consists of unsecured promissory
notes issued by corporations. Issues of commercial paper normally have
maturities of less than nine months and fixed rates of return.
The Funds may purchase commercial paper consisting of issues rated at
the time of purchase in one of the two highest rating categories assigned by an
NRSRO or that is not rated but is determined by the Adviser under guidelines
established by the Group's Board of Trustees, to be of comparable quality.
Government Obligations. The Funds may invest in government obligations
of the U.S. Government as well as government obligations of foreign countries.
The Funds may invest in short-term U.S. Treasury bills, notes and other
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities (collectively, "U.S. Government Obligations"). Obligations of
certain agencies and instrumentalities of the U.S. Government are supported by
the full faith and credit of the U.S. Treasury; others are supported by the
right of the issuer to borrow from the Treasury; others are supported by the
discretionary authority of the U.S. Government to purchase the agency's
obligations; and still others are supported only by the credit of the
instrumentality. No assurance can be given that the U.S. Government would
provide financial support to U.S. Government-sponsored agencies or
instrumentalities if it is not obligated to do so by law. The Funds may also
invest in obligations issued or guaranteed by foreign governments or their
agencies and instrumentalities.
Foreign Investments. The Funds may, subject to their investment
objective and policies, invest in certain obligations or securities of foreign
issuers. Permissible investments include sponsored and unsponsored American
Depository Receipts ("ADRs"), European Depositary Receipts ("EDRs") and Global
Depositary Receipts ("GDRs"). Investment in securities issued by foreign
branches of U.S. banks, foreign banks, or other foreign issuers, including ADRs,
EDRs and GDRs may subject a Fund to investment risks that differ in some
respects from those related to investment in obligations of U.S. domestic
issuers. Such risks include future adverse political and economic developments,
possible seizure, nationalization, or expropriation of foreign investments, less
stringent disclosure requirements, the possible establishment of exchange
controls or taxation at the source, and the adoption of other foreign
governmental restrictions.
Additional risks include less publicly available information, the risk
that companies may not be subject to the accounting, auditing and financial
reporting standards and requirements of U.S. companies, the risk that foreign
securities
B-2
<PAGE> 48
markets may have less volume and therefore many securities traded in these
markets may be less liquid and their prices more volatile than U.S. securities,
and the risk that custodian and brokerage costs may be higher. Foreign issuers
of securities or obligations are often subject to accounting treatment and
engage in business practices different from those respecting domestic issuers of
similar securities or obligations. Foreign branches of U.S. banks and foreign
banks may be subject to less stringent reserve requirements than those
applicable to domestic branches of U.S. banks.
Forward Foreign Currency Exchange Contracts. Both Funds may engage in
foreign currency exchange transactions. A forward foreign currency exchange
contract involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days ("Term") from the date of the
contract agreed upon by the parties, at a price set at the time of the contract.
These contracts are traded directly between currency traders (usually large
commercial banks) and their customers.
Neither Fund intends to enter into such forward contracts if such Fund
would have more than 10% of the value of its total assets committed to such
contracts on a regular or continuous basis. A Fund also will not enter into such
forward contracts or maintain a net exposure in such contracts where such Fund
would be obligated to deliver an amount of foreign currency in excess of the
value of such Fund's securities or other assets denominated in that currency.
Each Fund's custodian bank segregates cash or liquid high grade debt securities
in an amount not less than the value of the Fund's total assets committed to
forward foreign currency exchange contracts entered into for the purchase of a
foreign security. If the value of the securities segregated declines, additional
cash or securities are added so that the segregated amount is not less than the
amount of such Fund's commitments with respect to such contracts.
Foreign Currency Options. Both Funds may engage in foreign currency
options. A foreign currency option provides a Fund, as the option buyer, with
the right to buy or sell a stated amount of foreign currency at the exercise
price at a specified date or during the option period. A call option gives its
owner the right, but not the obligation, to buy the currency, while a put option
gives its owner the right, but not the obligation, to sell the currency. The
option seller (writer) is obligated to fulfill the terms of the option sold if
it is exercised. However, either seller or buyer may close its position during
the option period in the secondary market for such options any time prior to
expiration.
B-3
<PAGE> 49
A call rises in value if the underlying currency appreciates.
Conversely, a put rises in value if the underlying currency depreciates. While
purchasing a foreign currency option can protect a Fund against an adverse
movement in the value of a foreign currency, it does not limit the gain which
might result from a favorable movement in the value of such currency. For
example, if a Fund were holding securities denominated in an appreciating
foreign currency and had purchased a foreign currency put to hedge against a
decline in the value of the currency, it would not have to exercise its put.
Similarly, if a Fund has entered into a contract to purchase a security
denominated in a foreign currency and had purchased a foreign currency call to
hedge against a rise in the value of the currency but instead the currency had
depreciated in value between the date of purchase and the settlement date, such
Fund would not have to exercise its call but could acquire in the spot market
the amount of foreign currency needed for settlement.
Foreign Currency Futures Transactions. Both Funds may use foreign
currency futures contracts and options on such futures contracts. Through the
purchase or sale of such contracts, a Fund may be able to achieve many of the
same objectives as through forward foreign currency exchange contracts more
effectively and possibly at a lower cost.
Unlike forward foreign currency exchange contracts, foreign currency
futures contracts and options on foreign currency futures contracts are
standardized as to amount and delivery period and may be traded on boards of
trade and commodities exchanges or directly with a dealer which makes a market
in such contracts and options. It is anticipated that such contracts may provide
greater liquidity and lower cost than forward foreign currency exchange
contracts.
Futures Contracts. The Asia Fund may enter into contracts for the
future delivery of securities and futures contracts based on a specific
security, class of securities or an index, purchase or sell options on any such
futures contracts and engage in related closing transactions. In addition, both
Funds may enter into contracts for the future delivery of foreign currencies and
futures contracts based on a specific foreign currency, and purchase or sell
options on any such futures contracts and engage in related closing
transactions. At the time the Fund purchases a futures contract, an amount of
cash, U.S. Government securities, or other highly liquid debt securities equal
to the market value of the contract will be deposited in a segregated account
with the Fund's custodian. When writing a futures contract, the Fund will
maintain with its custodian liquid assets that, when added to the amounts
deposited with a futures commission merchant or broker as margin, are equal to
the market
B-4
<PAGE> 50
value of the instruments underlying the contract. Alternatively, the Fund may
"cover" its position by owning the instruments underlying the contract.
Futures transactions involve certain additional costs such as brokerage
costs and the obligation to maintain segregated accounts with the custodian. The
Fund may lose the expected benefits of futures transactions if interest rates,
securities prices or foreign exchange rates move in an unanticipated manner.
There is no assurance of liquidity in the secondary market for purposes of
closing out futures positions when it may be necessary to do so.
Call Options. The Funds may write (sell) "covered" call options and
purchase options to close out options previously written by it. A call option
gives the holder (buyer) the "right to purchase" a security at a specified price
(the exercise price) at any time until a certain date (the expiration date). So
long as the obligation of the writer of a call option continues, he may be
assigned an exercise notice by the broker-dealer through whom such option was
sold, requiring him to deliver the underlying security against payment of the
exercise price. This obligation terminates upon the expiration of the call
option, or such earlier time at which the writer effects a closing purchase
transaction by repurchasing an option identical to that previously sold. To
secure his obligation to deliver the underlying security in the case of a call
option, a writer is required to deposit in escrow the underlying security or
other assets in accordance with the rules of the Options Clearing Corporation.
Fund securities on which call options may be written will be purchased
solely on the basis of investment considerations consistent with a Fund's
investment objective. When writing a covered call option, a Fund, in return for
the premium, gives up the opportunity for profit from a price increase in the
underlying security above the exercise price, but retains the risk of loss
should the price of the security decline. Unlike one who owns securities not
subject to an option, a Fund has no control over when it may be required to sell
the underlying securities, since it may be assigned an exercise notice at any
time prior to the expiration of its obligation as a writer. If a call option
which a Fund has written expires, a Fund will realize a gain in the amount of
the premium; however, such gain may be offset by a decline in the market value
of the underlying security during the option period. If the call option is
exercised, the Fund will realize a gain or loss from the sale of the underlying
security. The security covering the call will be maintained in a segregated
account of the Fund's Custodian.
B-5
<PAGE> 51
The premium received is the market value of an option. The premium a
Fund will receive from writing a call option will reflect, among other things,
the current market price of the underlying security, the relationship of the
exercise price to such market price, the historical price volatility of the
underlying security, and the length of the option period. Once the decision to
write a call option has been made, the Adviser, in determining whether a
particular call option should be written on a particular security, will consider
the reasonableness of the anticipated premium and the likelihood that a liquid
secondary market will exist for such option.
Closing transactions will be effected in order to realize a profit on
an outstanding call option, to prevent an underlying security from being called,
or to permit the sale of the underlying security. Furthermore, effecting a
closing transaction will permit a Fund to write another call option on the
underlying security with either a different exercise price or expiration date or
both. If a Fund desires to sell a particular security from its portfolio on
which it has written a call option, it will seek to effect a closing transaction
prior to, or concurrently with, the sale of the security. There is, of course,
no assurance that a Fund will be able to effect such closing transactions at a
favorable price. If a Fund cannot enter into such a transaction, it may be
required to hold a security that it might otherwise have sold, in which case it
would continue to be at market risk on the security. This could result in higher
transaction costs. A Fund will pay transaction costs in connection with the
writing of options to close out previously written options. Such transaction
costs are normally higher than those applicable to purchases and sales of
portfolio securities.
Call options written by a Fund will normally have expiration dates of
less than nine months from the date written. The exercise price of the options
may be below, equal to, or above the current market values of the underlying
securities at the time the options are written. From time to time, the Funds may
purchase an underlying security for delivery in accordance with an exercise
notice of a call option assigned to it, rather than delivering such security
from its portfolio. In such cases, additional costs will be incurred.
The Funds will realize a profit or loss from a closing purchase
transaction if the cost of the transaction is less or more than the premium
received from the writing of the option. Because increases in the market price
of a call option will generally reflect increases in the market price of the
underlying security, any loss resulting from the repurchase of a call option
B-6
<PAGE> 52
is likely to be offset in whole or in part by appreciation of the underlying
security owned by the Fund.
Put Options. The Funds may acquire "puts" with respect to securities
held in their portfolios. A put is a right to sell or redeem a specified
security (or securities) at a certain time or within a certain period of time at
a specified exercise price. The put may be an independent feature or may be
combined with a reset feature that is designed to reduce downward price
volatility as interest rates rise by enabling the holder to liquidate the
investment prior to maturity.
Puts may be acquired by a Fund to facilitate the liquidity of the
portfolio assets. Puts may also be used to facilitate the reinvestment of assets
at a rate of return more favorable than that of the underlying security. Puts
may, under certain circumstances, also be used to shorten the maturity of
underlying variable rate or floating rate securities for purposes of calculating
the remaining maturity of those securities and the dollar-weighted average
portfolio maturity of a Fund's assets.
The Funds will, if necessary or advisable, pay for puts either
separately in cash or by paying a higher price for portfolio securities which
are acquired subject to the puts.
When-Issued Securities. As discussed in the Prospectus of the Funds,
each of the Funds may purchase securities on a when-issued or delayed-delivery
basis. When-issued securities are securities purchased for delivery beyond the
normal settlement date at a stated price and yield and thereby involve a risk
that the yield obtained in the transaction will be less than those available in
the market when delivery takes place. A Fund will generally not pay for such
securities or start earning interest on them until they are received. When a
Fund agrees to purchase securities on a when-issued basis, the Custodian will
set aside cash or liquid portfolio securities equal to the amount of the
commitment in a separate account. Normally, the Custodian will set aside
portfolio securities to satisfy the purchase commitment, and in such a case, the
Fund may be required subsequently to place additional assets in the separate
account in order to assure that the value of the account remains equal to the
amount of the Fund's commitment. It may be expected that the Fund's net assets
will fluctuate to a greater degree when it sets aside portfolio securities to
cover such purchase commitments than when it sets aside cash. In addition,
because a Fund will set aside cash or liquid portfolio securities to satisfy its
purchase commitments in the manner described above, the Fund's liquidity and the
ability of the Adviser to manage it might be affected in the event its
commitments to purchase when-issued securities ever exceeded 25% of the value of
its total assets.
B-7
<PAGE> 53
When a Fund engages in when-issued transactions, it relies on the
seller to consummate the trade. Failure of the seller to do so may result in the
Fund incurring a loss or missing the opportunity to obtain a price considered to
be advantageous. The Funds will engage in when issued delivery transactions only
for the purpose of acquiring portfolio securities consistent with the Funds'
investment objectives, policies and restrictions, not for investment leverage.
Securities of Other Investment Companies. Each Fund may invest in
securities issued by the other investment companies. Each of the Funds currently
intend to limit its investments so that, as determined immediately after a
securities purchase is made: (a) not more than 5% of its total assets will be
invested in the securities of any one investment company; (b) not more than 10%
of its total assets will be invested in the aggregate in securities of all
investment companies; (c) not more than 3% of the outstanding voting stock of
any one investment company will be owned by any of the Funds; and (d) not more
than 10% of the outstanding voting stock of any one investment company will be
owned in the aggregate by the Funds. As a shareholder of another investment
company, a Fund would bear, along with other shareholders, its pro rata portion
of that company's expenses, including advisory fees. These expenses would be in
addition to the advisory and other expenses that the Fund bears directly in
connection with its own operations. Investment companies in which a Fund may
invest may also impose a sales or distribution charge in connection with the
purchase or redemption of their shares and other types of commissions or
charges. Such charges will be payable by the Funds and, therefore, will be borne
directly by Shareholders.
Investment Restrictions
The following are fundamental investment restrictions and are in
addition to the investment restrictions set forth in the Prospectus. Under these
restrictions a Fund may not:
1. Underwrite securities issued by other persons, except to the extent
that a Fund may be deemed to be an underwriter under certain securities laws in
the disposition of "restricted securities";
2. Purchase or sell commodities or commodities contracts, except to the
extent disclosed in the current Prospectus of the Funds;
3. Purchase or sell real estate (although investments in marketable
securities of companies engaged in such activities are not prohibited by this
restriction);
B-8
<PAGE> 54
4. Purchase securities of any one issuer, other than obligations issued
or guaranteed by the U.S. Government or its agencies or instrumentalities, if,
immediately after such purchase, with respect to 75% of its portfolio, more than
5% of the value of the total assets of the Fund would be invested in such
issuer, or the Fund would hold more than 10% of any class of securities of the
issuer or more than 10% of the outstanding voting securities of the issuer.
5. Purchase any securities which would cause more than 25% of the value
of the Fund's total assets at the time of purchase to be invested in securities
of one or more issuers conducting their principal business activities in the
same industry, provided that (a) there is no limitation with respect to
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities and repurchase agreements secured by obligations of the U.S.
Government or its agencies or instrumentalities; (b) wholly owned finance
companies will be considered to be in the industries of their parents if their
activities are primarily related to financing the activities of their parents;
and (c) utilities will be divided according to their services. For example, gas,
gas transmission, electric and gas, electric, and telephone will each be
considered a separate industry.
6. Borrow money or issue senior securities, except that a Fund may
borrow from banks, including the Custodian, or brokers, for temporary purposes
in amounts up to 15% of the value of its total assets at the time of such
borrowing; or mortgage, pledge, or hypothecate any assets, except in connection
with any such borrowing and in amounts not in excess of the lesser of the dollar
amounts borrowed or 15% of the value of the Fund's total assets at the time of
its borrowing.
7. Make loans, except that a Fund may purchase or hold debt securities
and lend portfolio securities in accordance with its investment objective and
policies, and may make time deposits with financial institutions and enter into
repurchase agreements.
The following additional investment restrictions are not fundamental
and may be changed with respect to a particular Fund without the vote of a
majority of the outstanding Shares of that Fund. A Fund may not:
1. Invest in excess of 15% of its total assets in securities that are
not readily marketable or are otherwise illiquid.
B-9
<PAGE> 55
2. Purchase securities on margin, except for use of short- term credit
necessary for clearance of purchases of portfolio securities;
3. Engage in any short sales;
4. Purchase participation or direct interests in oil, gas or other
mineral exploration or development programs (although investments in marketable
securities of companies engaged in such activities are not prohibited by this
restriction);
5. Purchase securities of other investment companies, except (a) in
connection with a merger, consolidation, acquisition or reorganization, and (b)
a Fund may invest in other investment companies, including other Funds for which
the Adviser acts as investment adviser, as specified in the Prospectus subject
to such restrictions as may be imposed by the 1940 Act or any state laws.
6. Invest more than 5% of total assets in securities of issuers which
together with any predecessors have a record of less than three years continuous
operation.
If any percentage restriction described above is satisfied at the time
of investment, a later increase or decrease in such percentage resulting from a
change in asset value will not constitute a violation of such restriction.
Portfolio Turnover
The portfolio turnover rate for each of the Funds is calculated by
dividing the lesser of a Fund's purchases or sales of portfolio securities for
the year by the monthly average value of the portfolio securities. The
calculation excludes all securities whose remaining maturities at the time of
acquisition were one year or less. Portfolio turnover for either of the Funds
may vary greatly from year to year as well as within a particular year. High
turnover rates will generally result in higher transaction costs to a Fund.
Portfolio turnover will not be a limiting factor in making investment decisions.
NET ASSET VALUE
As indicated in the Prospectus, the net asset value of each Fund is
determined and the Shares of each Fund are priced as of the Valuation Time
applicable to such Fund on each Business Day of the Group. A "Business Day"
constitutes any day on which the New York Stock Exchange (the "NYSE") is open
for trading except days on which there are not sufficient changes in the value
of a Fund's portfolio securities that the Fund's net asset value might
B-10
<PAGE> 56
be materially affected and days on which no Shares of a Fund are tendered for
redemption and no order to purchase any Shares is received. Currently, the NYSE
is closed on New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
Valuation of the Funds
Portfolio securities for which market quotations are readily available
are valued based upon their current available bid prices in the principal market
(closing sales prices if the principal market is an exchange) in which such
securities are normally traded. Unlisted securities for which market quotations
are readily available will be valued at the current quoted bid prices. Other
securities and assets for which quotations are not readily available, including
restricted securities and securities purchased in private transactions, are
valued at their fair value in the Adviser's best judgement under the supervision
of the Group's Board of Trustees. Investments in debt securities with remaining
maturities of 60 days or less may be valued based upon the amortized cost
method.
Among the factors that will be considered, if they apply, in valuing
portfolio securities held by the Funds are the existence of restrictions upon
the sale of the security by the Fund, the absence of a market for the security,
the extent of any discount in acquiring the security, the estimated time during
which the security will not be freely marketable, the expenses of registering or
otherwise qualifying the security for public sale, underwriting commissions if
underwriting would be required to effect a sale, the current yields on
comparable securities for debt obligations traded independently of any equity
equivalent, changes in the financial condition and prospects of the issuer, and
any other factors affecting fair value. In making valuations, opinions of
counsel may be relied upon as to whether or not securities are restricted
securities and as to the legal requirements for public sale.
The Group may use a pricing service to value certain portfolio
securities where the prices provided are believed to reflect the fair market
value of such securities. A pricing service would normally consider such factors
as yield, risk, quality, maturity, type of issue, trading characteristics,
special circumstances and other factors it deems relevant in determining
valuations of normal institutional trading units of debt securities and would
not rely exclusively on quoted prices. The methods used by the pricing service
and the valuations so established will be reviewed by the Group under the
general supervision of the Group's Board of Trustees. Several pricing
B-11
<PAGE> 57
services are available, one or more of which may be used by the Adviser from
time to time.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Matters Affecting Redemption
Shares in each of the Group's Funds are sold on a continuous basis by
BISYS Fund Services, Inc. (the "Distributor") and the Distributor has agreed to
use appropriate efforts to solicit all purchase orders.
The Group may suspend the right of redemption or postpone the date of
payment for Shares during any period when (a) trading on the New York Stock
Exchange (the "Exchange") is restricted by applicable rules and regulations of
the Commission, (b) the Exchange is closed for other than customary weekend and
holiday closings, (c) the Commission has by order permitted such suspension for
the protection of security holders of the Group, or (d) the Commission has
determined that an emergency exists as a result of which (i) disposal by the
Group of securities owned by it is not reasonably practical, or (ii) it is not
reasonably practical for the Group to determine the fair value of its net
assets.
The Group may redeem Shares of each of the Funds involuntarily if
redemption appears appropriate in light of the Group's responsibilities under
the 1940 Act. See "NET ASSET VALUE" in this Statement of Additional Information.
MANAGEMENT OF THE GROUP
Trustees and Officers
Overall responsibility for management of the Group rests with its Board
of Trustees, which is elected by the Shareholders of the Group. The Trustees
elect the officers of the Group to supervise actively its day-to-day operations.
The names of the Trustees and officers of the Group, their addresses,
ages and principal occupations during the past five years are as follows:
B-12
<PAGE> 58
<TABLE>
<CAPTION>
Position(s)
Held With Principal Occupation
Name, Address and Age the Group During Past 5 Years
- - --------------------- ----------- -------------------
<S> <C> <C>
Walter B. Grimm* Chairman, President From June 1992 to
3435 Stelzer Road and Trustee present, employee of
Columbus, Ohio 43219 BISYS Fund Services;
Age: 50 from 1987 to June 1992,
President of Leigh
Investments (investment
firm).
Maurice G. Stark Trustee Retired. Until December
505 King Avenue 31, 1994, Vice President-
Columbus, Ohio 43201 Finance and Treasurer,
Age: 60 Battelle Memorial
Institute (scientific
research and
development service
corporation).
Michael M. Van Buskirk Trustee From June 1991 to
37 West Broad Street present, Executive Vice
Suite 1001 President of The Ohio
Columbus, Ohio 43215-4162 Bankers' Association
Age: 48 (trade association); from
September 1987 to June
1991, Vice President
Communications, TRW
Information Systems Group
(electronic and space
engineering).
</TABLE>
B-13
<PAGE> 59
<TABLE>
<CAPTION>
Position(s)
Held With Principal Occupation
Name, Address and Age the Group During Past 5 Years
- - --------------------- ----------- -------------------
<S> <C> <C>
Chalmers P. Wylie Trustee From April 1993 to
754 Stonewood Court present, Of Counsel,
Columbus, Ohio 43235 Kegler Brown Hill &
Age: 75 Ritter; from January 1993
to present, Adjunct
Professor, Ohio State
University; from January
1967 to January 1993,
member of the United
States House of
Representatives for the
15th District of Ohio.
Nancy E. Converse* Trustee and From July 1990 to
3435 Stelzer Road Secretary present, employee of
Columbus, Ohio 43219 BISYS Fund Services or
Age: 46 BISYS Fund Services Ohio,
Inc.
J. David Huber Vice President From June 1987 to
3435 Stelzer Road present, employee of
Columbus, Ohio 43219 BISYS Fund Services.
Age: 49
William J. Tomko Treasurer From April 1987 to
3435 Stelzer Road present, employee of
Columbus, Ohio 43219 BISYS Fund Services.
Age: 37
</TABLE>
B-14
<PAGE> 60
<TABLE>
<CAPTION>
Position(s)
Held With Principal Occupation
Name, Address and Age the Group During Past 5 Years
- - --------------------- ----------- -------------------
<S> <C> <C>
Alaina V. Metz Assistant Secretary From 1995 to present,
3435 Stelzer Road employee of BISYS Fund
Columbus, Ohio 43219 Services; from May 1989
Age: 28 to June 1995, employee of
Alliance Capital
Management.
Richard B. Ille Assistant Secretary From July 1990 to
3435 Stelzer Road present, employee of
Columbus, Ohio 43219 BISYS Fund Services or
Age: 31 BISYS Fund Services Ohio,
Inc.
R. Jeffrey Young Assistant Secretary From October 1993 to
3435 Stelzer Road present, employee of
Columbus, Ohio 43219 BISYS Fund Services or
Age: 33 BISYS Fund Services Ohio,
Inc.; from April 1989 to
October 1993, employee of
The Heebink Group.
James E. White Assistant Secretary From December 1995 to
3435 Stelzer Road present, employee of
Columbus, Ohio 43219 BISYS Fund Services; from
Age: 41 1991 to 1995, employee of
Financial Horizons; from
1988 to 1991, employee of
INVEST Corporation.
</TABLE>
- - ------------------
*Mr. Grimm and Ms. Converse are each considered to be an "interested
person" of the Group as defined in the 1940 Act.
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As of the date of this Statement of Additional Information, the Group's
officers and Trustees, as a group, own less than 1% of the Funds' outstanding
Shares.
The officers of the Group receive no compensation directly from the
Group for performing the duties of their offices. BISYS Fund Services receives
fees from the Funds for acting as Administrator. BISYS Fund Services Ohio, Inc.
receives fees from the Funds for acting as transfer agent and for providing
certain fund accounting services. Messrs. Huber, Grimm, Ille, White, Tomko and
Young and Ms. Converse and Ms. Metz are employees of BISYS Fund Services.
Trustees of the Group not affiliated with BISYS Fund Services receive
from the Group an annual retainer of $1,250 and a fee of $250 for each Board of
Trustees meeting attended and are reimbursed for all out-of-pocket expenses
relating to attendance at such meetings. Trustees who are affiliated with BISYS
Fund Services do not receive compensation from the Group.
For the fiscal year ended March 31, 1996, the Trustees received the
following compensation from the Group and from certain other investment
companies (if applicable) that have the same investment adviser as the Funds or
an investment adviser that is an affiliated person of the Group's investment
adviser:
<TABLE>
<CAPTION>
Pension or
Retirement Total Compensation
Aggregate Benefits Accrued Est. Annual From Registrant
Name of Compensation As Part of Fund Benefits Upon and Fund Complex
Trustee from the Funds Expenses Retirement Paid to Trustees
- - ------- -------------- -------- ---------- ----------------
<S> <C> <C> <C> <C>
Roy E. Rogers* $ 0 $0 $0 $ 0
Walter B. Grimm $ 0 $0 $0 $ 0
Nancy E. Converse** $ 0 $0 $0 $ 0
Maurice G. Stark $21 $0 $0 $6,000
Michael Van Buskirk $21 $0 $0 $6,000
Chalmers P. Wylie $21 $0 $0 $6,000
</TABLE>
- - ----------------------
* Mr. Rogers resigned his position as an officer and Trustee of the Group
effective February 26, 1996.
** Ms. Converse became a Trustee effective April 22, 1996.
Investment Adviser and Sub-Advisers
Investment advisory services are provided by Ernst & Company, One
Battery Park Plaza, New York, New York 10004 (the
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<PAGE> 62
"Adviser"), pursuant to an Investment Advisory Agreement dated as of October 27,
1995 (the "Investment Advisory Agreement"). Koeneman Capital Management Pte
Ltd., 6 Raffles Quay #13-01/07, John Hancock Tower, Singapore 0104 ("KCM"),
provides sub-investment advisory services to the Asia Fund pursuant to a
Sub-Advisory Agreement dated as of October 27, 1995. National Mutual Funds
Management (Global), Ltd., 525 Collins Street, Melbourne, Australia 3000
("NMFM") provides sub-investment advisory services to the Global Resources Fund
pursuant to a Sub-Advisory Agreement dated as of October 27, 1995. (The
Investment Advisory Agreement and each of the Sub-Advisory Agreements are
referred to collectively as the "Advisory Agreements").
Under the Investment Advisory Agreement, the Adviser has agreed to
provide investment advisory services as described in the Prospectus of the
Funds. For the services provided pursuant to the Investment Advisory Agreement,
each of the Funds pays the Adviser a fee computed daily and paid monthly, at the
annual rate of one percent (1.00%) of each Fund's average daily net assets.
Under the Sub-Advisory Agreements entered into with the Adviser, KCM and NMFM
have agreed to provide sub-investment advisory services as described in the
Prospectus. The Adviser is responsible at all times for supervising the
activities of the Sub-Advisers. For the services provided pursuant to each
respective Sub-Advisory Agreement, the Adviser pays each Sub-Adviser six-tenths
of one percent (.60%) of the average daily net assets of the respective fund it
advises.
For the fiscal year ended March 31, 1996, with respect to the Asia
Fund, the Adviser earned investment advisory fees of $17,884 and the Adviser
waived or assumed advisory fees in the amount of $13,008; and KCM earned
sub-investment advisory fees of $10,730 and waived or assumed sub-investment
advisory fees in the amount of $7,048.
For the fiscal year ended March 31, 1996, with respect to the Global
Resources Fund, the Adviser earned investment advisory fees of $16,530 and the
Adviser waived or assumed advisory fees in the amount of $12,651; and NMFM
earned sub-investment advisory fees of $9,918 and waived or assumed
sub-investment advisory fees in the amount of $7,152.
Unless sooner terminated, the Investment Advisory Agreements will
continue in effect as to each Fund until October 27, 1997 and from year to year
thereafter, if such continuance is approved at least annually by the Group's
Board of Trustees or by vote of a majority of the outstanding Shares of the
relevant Fund (as defined under "GENERAL INFORMATION - Miscellaneous" in the
Funds' Prospectus), and a majority of the Trustees who are not parties to the
Investment Advisory Agreements or interested persons (as
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<PAGE> 63
defined in the 1940 Act) of any party to the Investment Advisory Agreements by
votes cast in person at a meeting called for such purpose. The Investment
Advisory Agreements are terminable as to a Fund at any time on 60 days' written
notice without penalty by the Trustees, by vote of a majority of the outstanding
Shares of that Fund, or by the Adviser or Sub-Adviser, as applicable. The
Investment Advisory Agreements also terminate automatically in the event of any
assignment, as defined in the 1940 Act.
The Investment Advisory Agreements provide that neither the Adviser nor
a Sub-Adviser shall be liable for any error of judgment or mistake of law or for
any loss suffered by a Fund in connection with the performance of the Investment
Advisory Agreements, except a loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services or a loss resulting
from willful misfeasance, bad faith, or gross negligence on the part of either
party in the performance of its duties, or from reckless disregard by their
duties and obligations thereunder.
Portfolio Transactions
Pursuant to the Investment Advisory Agreements, the Adviser and/or
Sub-Advisers, determine, subject to the general supervision of the Board of
Trustees of the Group and in accordance with each Fund's investment objective
and restrictions, which securities are to be purchased and sold by a Fund, and
which brokers are to be eligible to execute such Fund's portfolio transactions.
Purchases and sales of portfolio securities with respect to the Funds usually
are principal transactions in which portfolio securities are normally purchased
directly from the issuer or from an underwriter or market maker for the
securities. Purchases from underwriters of portfolio securities generally
include a commission or concession paid by the issuer to the underwriter, and
purchases from dealers serving as market makers may include the spread between
the bid and asked price. Transactions on stock exchanges involve the payment of
negotiated brokerage commissions. Transactions in the over-the-counter market
are generally principal transactions with dealers. With respect to the
over-the-counter market, the Adviser and/or Sub-Adviser, where possible, will
deal directly with dealers who make a market in the securities involved except
in those circumstances where better price and execution are available elsewhere.
The Group, on behalf of the Funds, will not acquire portfolio
securities issued by, or make deposits in, the Adviser, the Sub-Advisers, the
Distributor, or their affiliates, and will not give preference to the Adviser's
or a Sub-Adviser's affiliates with respect to such transactions.
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<PAGE> 64
Investment decisions for each Fund are made independently from those
for the other Fund or any other account managed by the Adviser and/or the
Sub-Advisers. When a purchase or sale of the same security is made by a
Sub-Adviser at substantially the same time on behalf of a Fund and another
account, the transaction will be averaged as to price, and available investments
will be allocated as to amount in a manner which the Adviser and/or the
Sub-Advisers believe to be equitable to the Fund(s) and such other account. In
some instances, this investment procedure may adversely affect the price paid or
received by a Fund or the size of the position obtained by a Fund. To the extent
permitted by law, the Adviser and/or the Sub-Advisers may aggregate the
securities to be sold or purchased for a Fund with those to be sold or purchased
for other accounts in order to obtain best execution. As provided by the
Investment Advisory Agreements, in making investment recommendations for the
Funds, the Adviser and/or the Sub-Advisers will not inquire or take into
consideration whether an issuer of securities proposed for purchase or sale by
the Funds is a customer of the Adviser and/or the Sub-Advisers or their
subsidiaries or affiliates and, in dealing with its customers, the Adviser, the
Sub-Advisers, their subsidiaries and affiliates will not inquire or take into
consideration whether securities of such customers are held by the Funds.
For the fiscal year ended March 31, 1996, the Asia Fund and the Global
Resources Fund paid brokerage commissions of $38,645 and $17,238, respectively.
None of these commissions were paid to any affiliate of the Funds, the Adviser
or the Sub-Advisers.
Administrator
BISYS Fund Services serves as administrator (the "Administrator") to
the Funds pursuant to a Management and Administration Agreement dated October
27, 1995 (the "Administration Agreement"). The Administrator assists in
supervising all operations of each Fund (other than those performed by the
Adviser under the Investment Advisory Agreement, the Sub-Advisers under the
Sub-Advisory Agreements, the Custodian under the Custodian Agreement and by
BISYS Fund Services Ohio, Inc. under the Transfer Agency Agreement and Fund
Accounting Agreement). The Administrator is a broker-dealer registered with the
Commission, and is a member of the National Association of Securities Dealers,
Inc.
Under the Administration Agreement, the Administrator has agreed to
maintain office facilities; furnish statistical and research data, clerical,
certain bookkeeping services and stationery and office supplies; prepare the
periodic reports to the Commission on Form N-SAR or any replacement forms
therefor;
B-19
<PAGE> 65
compile data for, prepare for execution by the Funds and file all of the Funds'
federal and state tax returns and required tax filings other than those required
to be made by the Funds' Custodian and Transfer Agent; prepare compliance
filings pursuant to state securities laws with the advice of the Group's
counsel; assist to the extent requested by the Funds with each Fund's
preparation of its Annual and Semi-Annual Reports to Shareholders and its
Registration Statement; compile data for, prepare and file timely Notices to the
Commission required pursuant to Rule 24f-2 under the 1940 Act; keep and maintain
the financial accounts and records of each Fund, including calculation of daily
expense accruals; and generally assists in all aspects of the Funds' operations
other than those performed by the Adviser, the Sub-Advisers, the Custodian and
by BISYS Fund Services Ohio, Inc. under the Transfer Agency Agreement and Fund
Accounting Agreement. Under the Administration Agreement, the Administrator may
delegate all or any part of its responsibilities thereunder.
The Administrator receives a fee from each Fund for its services as
Administrator and expenses assumed pursuant to the Administration Agreement,
which fee is calculated daily and paid periodically, at an annual rate equal to
seventeen one-hundredths of one percent (.17%) of each Fund's first $500 million
in average daily net assets, and this fee is reduced on a sliding scale to 0.05%
of assets in excess of $1 billion.
For the fiscal year ended March 31, 1996, with respect to the Asia
Fund, the Administrator earned administrative fees of $11,988 and the
Administrator waived or assumed administrative fees in the amount of $6,148.
For the fiscal year ended March 31, 1996, with respect to the Global
Resources Fund, the Administrator earned administrative fees of $11,476 and the
Administrator waived or assumed administrative fees in the amount of $6,251.
Unless sooner terminated as provided therein, the Administration
Agreement will continue in effect until February 28, 1998. The Administration
Agreement thereafter shall be renewed automatically for successive one-year
terms, unless written notice not to renew is given by the non-renewing party to
the other party at least 60 days prior to the expiration of the then-current
term. The Administration Agreement is terminable with respect to a particular
Fund only upon mutual agreement of the parties to the Administration Agreement
and for cause (as defined in the Administration Agreement) by the party alleging
cause, on not less than 60 days' notice by the Group's Board of Trustees or by
the Administrator.
B-20
<PAGE> 66
The Administration Agreement provides that the Administrator shall not
be liable for any error of judgment or mistake of law or any loss suffered by
any of the Funds in connection with the matters to which the Administration
Agreement relates, except a loss resulting from willful misfeasance, bad faith,
or gross negligence in the performance of its duties, or from the reckless
disregard by the Administrator of its obligations and duties thereunder.
Expenses
The Adviser, Sub-Advisers and the Administrator each bear all expenses
in connection with the performance of their services as investment advisers and
administrator, respectively, other than the cost of securities (including
brokerage commissions) purchased for the Funds. Each Fund will bear expenses
relating to its respective operations including the following: taxes, interest,
brokerage fees and commissions, fees and travel expenses of the Trustees,
Securities and Exchange Commission fees, state securities qualification
expenses, costs of preparing and printing prospectuses for regulatory purposes
and for distribution to current Shareholders, outside auditing and legal
expenses, advisory and administration fees, fees and out-of-pocket expenses of
the custodian and transfer agent, expenses incurred for pricing securities owned
by each respective Fund, insurance premiums, costs of maintenance of the Group's
existence, costs of Shareholders' reports and meetings, proxy solicitation
expenses, costs of Board of Trustees meetings and any extraordinary expenses
incurred in each Fund's operation.
Distributor
BISYS Fund Services serves as distributor to the Funds pursuant to the
Distribution Agreement dated October 27, 1995, as amended (the "Distribution
Agreement"). Unless otherwise terminated, the Distribution Agreement will
continue in effect from year to year if its continuance is approved at least
annually (i) by the Group's Board of Trustees or by the vote of a majority of
the outstanding Shares of the Funds and (ii) by the vote of a majority of the
Trustees of the Group who are not parties to the Distribution Agreement or
interested persons (as defined in the 1940 Act) of any party to the Distribution
Agreement, cast in person at a meeting called for the purpose of voting on such
approval. The Distribution Agreement may be terminated in the event of any
assignment, as defined in the 1940 Act.
In its capacity as Distributor, BISYS Fund Services solicits orders for
the sale of Shares, advertises and pays the costs of advertising, office space
and the personnel involved in such
B-21
<PAGE> 67
activities. The Distributor receives no compensation under the Distribution
Agreement with the Group, but may receive compensation under the Distribution
and Shareholder Service Plan described below.
For the fiscal year ended March 31, 1996, with respect to the Asia
Fund, the Distributor received $2,998 in commissions, of which it retained $0.00
after dealer reallowances. For the fiscal year ended March 31, 1996, with
respect to the Global Resources Fund, the Distributor received $1,271 in
commissions, of which it retained $0.00 after dealer reallowances.
As described in the Prospectus, the Group has adopted a Distribution
and Shareholder Service Plan (the "Plan") pursuant to Rule 12b-1 under the 1940
Act under which the Funds are authorized to pay the Distributor for payments it
makes to banks, other institutions and broker-dealers, and for expenses the
Distributor and any of its affiliates or subsidiaries incur (with all of the
foregoing organizations being referred to as "Participating Organizations") for
providing administration, distribution or shareholder service assistance.
Payments to such Participating Organizations may be made pursuant to agreements
entered into with the Distributor. The Plan authorizes the Funds to make
payments to the Distributor in an amount not to exceed, on an annual basis, .25%
of the average daily net assets of a Fund. As required by Rule 12b-1, the Plan
was approved by the sole Shareholder of each Fund and by the Board of Trustees,
including a majority of the Trustees who are not interested persons of the Funds
and who have no direct or indirect financial interest in the operation of the
Plan (the "Independent Trustees"). The Plan may be terminated with respect to a
Fund by vote of a majority of the Independent Trustees, or by vote of a majority
of the outstanding Shares of the Fund. The Trustees review quarterly a written
report of such costs and the purposes for which such costs have been incurred.
The Plan may be amended by vote of the Trustees including a majority of the
Independent Trustees, cast in person at a meeting called for that purpose.
However, any change in the Plan that would materially increase the distribution
cost to a Fund requires Shareholder approval. For so long as the Plan is in
effect, selection and nomination of the Independent Trustees shall be committed
to the discretion of such disinterested persons. All agreements with any person
relating to the implementation of the Plan may be terminated, with respect to a
Fund, at any time on 60 days' written notice without payment of any penalty, by
vote of a majority of the Independent Trustees or by vote of a majority of the
outstanding Shares of the Fund. The Plan will continue in effect for successive
one-year periods, provided that each such continuance is specifically approved
(i) by the vote of a majority of the Independent Trustees, and (ii) by the vote
of a majority of the
B-22
<PAGE> 68
entire Board of Trustees cast in person at a meeting called for that purpose.
The Board of Trustees has a duty to request and evaluate such information as may
be reasonably necessary for it to make an informed determination of whether the
Plan should be implemented or continued. In addition the Trustees in approving
the Plan must determine that there is a reasonable likelihood that the Plan will
benefit each Fund and its Shareholders.
The Board of Trustees of the Group believes that the Plan is in the
best interests of each of the Funds since it encourages Fund growth. As a Fund
grows in size, certain expenses, and therefore total expenses per Share, may be
reduced and overall performance per Share may be improved.
For the fiscal year ended March 31, 1996, the Asia Fund and the Global
Resources Fund paid distribution fees of $4,471 and $4,133, respectively.
Custodian
The Bank of California, N.A., through its Mitsubishi Global Custody
Division serves as custodian (the "Custodian") to the Funds pursuant to the
Custodian Agreement dated as of October 27, 1995, between the Group and the
Custodian (the "Custodian Agreement"). The Custodian's responsibilities include
safeguarding and controlling each Fund's cash and securities, handling the
receipt and delivery of securities, and collecting interest on each Fund's
investments. In consideration of such services, each of the Funds pays the
Custodian an annual asset-based fee plus, under certain circumstances, fixed
fees charged for certain portfolio transactions and out-of-pocket expenses.
Unless sooner terminated, the Custodian Agreement will continue in effect until
terminated by either party upon 60 days' advance written notice to the other
party.
Transfer Agency and Fund Accounting Services
BISYS Fund Services Ohio, Inc. serves as transfer agent and dividend
disbursing agent (the "Transfer Agent") for the Funds, pursuant to the Transfer
Agency Agreement dated October 27, 1995. Pursuant to such Agreement, the
Transfer Agent, among other things, performs the following services in
connection with each of the Funds' Shareholders of record: maintenance of
shareholder records for each of the Fund's Shareholders of record; processing
shareholder purchase and redemption orders; processing transfers and exchanges
of Shares of the Funds on the shareholder files and records; processing dividend
payments and reinvestments; and assistance in the mailing of shareholder reports
and proxy solicitation materials. For such services the Transfer Agent
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<PAGE> 69
receives a fixed fee, a fee based on the number of shareholders of record and
out of pocket expenses.
In addition, BISYS Fund Services Ohio, Inc. provides certain fund
accounting services to the Funds pursuant to a Fund Accounting Agreement dated
October 27, 1995. BISYS Fund Services Ohio, Inc. receives a fee from each Fund
for such services equal to a fee computed daily and paid periodically at an
annual rate of three one-hundredths of one percent (.03%) of each Fund's first
$500 million in average daily net assets, and this fee is reduced on a sliding
scale to 0.01% of assets in excess of $1 billion (subject to a minimum annual
fee of $40,000). Under such Agreement, BISYS Fund Services Ohio, Inc. maintains
the accounting books and records for each Fund, including journals containing an
itemized daily record of all purchases and sales of portfolio securities, all
receipts and disbursements of cash and all other debits and credits, general and
auxiliary ledgers reflecting all asset, liability, reserve, capital, income and
expense accounts, including interest accrued and interest received, and other
required separate ledger accounts; maintains a monthly trial balance of all
ledger accounts; performs certain accounting services for the Fund, including
calculation of the net asset value per Share, calculation of the dividend and
capital gain distributions, if any, and of yield, reconciliation of cash
movements with the Custodian, affirmation to the Custodian of all portfolio
trades and cash settlements, verification and reconciliation with the Custodian
of all daily trade activity; provides certain reports; obtains dealer
quotations, prices from a pricing service or matrix prices on all portfolio
securities in order to mark the portfolio to the market; and prepares an interim
balance sheet, statement of income and expense, and statement of changes in net
assets for each Fund.
Independent Auditors
Coopers & Lybrand L.L.P., 100 East Broad Street, Columbus, Ohio 43215,
has been selected as independent auditors for the Funds for the fiscal year
ended March 31, 1997. Coopers & Lybrand will perform an annual audit of each
Fund's financial statements and provide other services related to filings with
respect to securities regulations. Reports of their activities will be provided
to the Group's Board of Trustees.
Legal Counsel
Dechert Price & Rhoads, 1500 K Street, N.W., Washington, D.C. 20005, is
counsel to the Group.
B-24
<PAGE> 70
ADDITIONAL INFORMATION
Description of Shares
The Group is a Massachusetts business trust, organized on January 8,
1992. The Group's Declaration of Trust is on file with the Secretary of State of
Massachusetts. The Declaration of Trust authorizes the Board of Trustees to
issue an unlimited number of shares, which are shares of beneficial interest,
with a par value of $0.01 per share. The Group consists of several funds
organized as separate series of shares. The Group's Declaration of Trust
authorizes the Board of Trustees to divide or redivide any unissued shares of
the Group into one or more additional series by setting or changing in any one
or more respects their respective preferences, conversion or other rights,
voting power, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption.
Shares have no subscription or preemptive rights and only such
conversion or exchange rights as the Board of Trustees may grant in its
discretion. When issued for payment as described in the Prospectuses and this
Statement of Additional Information, the shares will be fully paid and
non-assessable. In the event of a liquidation or dissolution of the Group,
shareholders of a fund are entitled to receive the assets available for
distribution belonging to that fund, and a proportionate distribution, based
upon the relative asset values of the respective funds, of any general assets
not belonging to any particular fund which are available for distribution.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted to the holders of the outstanding voting securities of an investment
company such as the Group shall not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the outstanding Shares of
each Fund affected by the matter. For purposes of determining whether the
approval of a majority of the outstanding Shares of a Fund will be required in
connection with a matter, a Fund will be deemed to be affected by a matter
unless it is clear that the interests of each Fund in the matter are identical,
or that the matter does not affect any interest of the Fund. Under Rule 18f-2,
the approval of an investment advisory agreement or any change in investment
policy would be effectively acted upon with respect to a Fund only if approved
by a majority of the outstanding Shares of such Fund. However, Rule 18f-2 also
provides that the ratification of independent public accountants, the approval
of principal underwriting contracts, and the election of Trustees may be
effectively acted upon by Shareholders of the Group voting without regard to
series.
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<PAGE> 71
Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Group.
However, the Declaration of Trust disclaims liability of the Shareholders,
Trustees or officers of the Group for acts or obligations of the Group, which
are binding only on the assets and property of the Group, and requires that
notice of the disclaimer be given in each contract or obligation entered into or
executed by the Group or the Trustees. The Declaration of Trust provides for
indemnification out of Group property for all loss and expense of any
shareholder held personally liable for the obligations of the Group. The risk of
a shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Group itself would be unable to meet its
obligations, and thus should be considered remote.
Vote of a Majority of the Outstanding Shares
As used in the Prospectus and this Statement of Additional Information,
a "vote of a majority of the outstanding Shares" of a Fund means the affirmative
vote, at a meeting of Shareholders duly called, of the lesser of (a) 67% or more
of the votes of Shareholders of that Fund present at a meeting at which the
holders of more than 50% of the votes attributable to Shareholders of record of
that Fund are represented in person or by proxy, or (b) the holders of more than
50% of the outstanding votes of Shareholders of that Fund.
Additional Tax Information
Each Fund intends to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). Such
qualification does not involve supervision of management or investment practices
or policies by any governmental agency or bureau.
As a regulated investment company required under Subchapter M of the
Code to distribute at least 90% of its taxable net investment income and net
short-term capital gain in excess of net long-term capital losses (and at least
90% of net tax-exempt interest income), each Fund generally will not be subject
to federal income on any of its net investment income or net realized capital
gains which are timely distributed to Shareholders. Provided that each Fund
qualifies as a regulated investment company, it generally will not be subject to
any excise or income taxes in Massachusetts.
The Funds are potentially subject to a 4% nondeductible excise tax on
amounts required to be but are not distributed under a prescribed formula. The
formula generally requires
B-26
<PAGE> 72
payment to Shareholders during a calendar year of distributions representing at
least 98% of each Fund's ordinary income for the calendar year and at least 98%
of the excess of its capital gains over capital losses realized during the
one-year period ending October 31 during such year. The Funds have adjusted
their distribution policies to minimize any adverse impact from this tax or
eliminate its application.
Passive Foreign Investment Companies. The Funds may invest in shares of
foreign corporations which may be classified under the Code as passive foreign
investment companies ("PFICs"). In general, a foreign corporation is classified
as a PFIC if at least one-half of its assets constitute investment-type assets
or 75% or more of its gross income is investment-type income. If a Fund receives
a so-called "excess distribution" with respect to PFIC stock, the Fund itself
may be subject to a tax on a portion of the excess distribution, whether or not
the corresponding income is distributed by the Fund to Shareholders. In general,
under the PFIC rules, an excess distribution is treated as having been realized
ratably over the period during which the Fund held the PFIC shares. The Fund
itself will be subject to tax on the portion, if any, of an excess distribution
that is so allocated to prior Fund taxable years and an interest factor will be
added to the tax, as if the tax had been payable in such prior taxable years.
Certain distributions from a PFIC as well as gain from the sale of PFIC shares
are treated as excess distributions. Excess distributions are characterized as
ordinary income even though, absent application of the PFIC rules, certain
excess distributions might have been classified as capital gain.
A Fund may be eligible to elect alternative tax treatment with respect
to PFIC shares. Under an election that currently is available in some
circumstances, a Fund generally would be required to include in its gross income
its share of the earnings of a PFIC on a current basis, regardless of whether
distributions are received from the PFIC in a given year. If this election were
made, the special rules, discussed above, relating to the taxation of excess
distributions, would not apply. In addition, another election may be available
that would involve marking to market a Fund's PFIC shares at the end of each
taxable year (and on certain other dates prescribed in the Code), with the
result that unrealized gains are treated as though they were realized. If this
election were made, tax at the fund level under the PFIC rules would generally
be eliminated, but a Fund could, in limited circumstances, incur nondeductible
interest charges. In addition, other elections may become available that would
affect the tax treatment of PFIC shares held by the Fund. Each Fund's intention
to qualify annually as a regulated investment company may limit its elections
with respect to PFIC shares.
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Because the application of the PFIC rules may affect, among other
things, the character of gains, the amount of gain or loss and the timing of the
recognition of income with respect to PFIC shares, as well as subject the Fund
itself to tax on certain income from PFIC shares, the amount that must be
distributed to Shareholders, and which will be taxed to Shareholders as ordinary
income or long-term capital gain, may be increased or decreased substantially as
compared to a Fund that did not invest in PFIC shares.
Foreign Taxation. Investment income and gains received by a Fund from
sources outside the United States may be subject to foreign taxes withheld at
the source. If the percentage of a Fund's total assets invested in foreign
corporate securities is not more than 50% at the close of the Fund's taxable
year, any foreign tax credits or deductions associated with such foreign taxes
will not be available for use by its Shareholders. The effective rate of foreign
taxes to which a Fund will be subject depends on the specific countries in which
each Fund's assets will be invested and the extent of the assets invested in
each such country and therefore cannot be determined in advance.
The Asia Fund may qualify for and make the election permitted under
Section 853 of the Code so that Shareholders will be able to claim a credit or
deduction on their federal income tax returns for, and will be required to treat
as part of the amounts distributed to them, their pro rata portion of qualified
taxes paid by the Fund to foreign countries (which taxes relate primarily to
investment income). The U.S. shareholders of a Fund may claim a foreign tax
credit or deduction by reason of the Fund's election under Section 853 of the
Code, provided that more than 50% of the value of the total assets of the Fund
at the close of the taxable year consists of securities of foreign corporations.
The foreign tax credit available to Shareholders is subject to certain
limitations imposed by the Code. Also, under Section 63 of the Code, no
deduction for foreign taxes may be claimed by Shareholders who do not itemize
deductions on their federal income tax returns, although any such Shareholder
may claim a credit for foreign taxes and in any event will be treated as having
taxable income in respect to the Shareholder's pro rata share of foreign taxes
paid by the Fund. It should also be noted that a tax-exempt Shareholder, like
other Shareholders, will be required to treat as part of the amounts distributed
its pro rata portion of the income taxes paid by the Fund to foreign countries.
However, that income will generally be exempt from taxation by virtue of such
Shareholder's tax-exempt status, and such a Shareholder generally will not be
entitled to either a tax credit or a deduction with respect to such income. The
foreign tax credit generally may offset only up to 90% of the alternative
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minimum tax in any given year. Foreign taxes generally are not deductible in
computing alternative minimum taxable income.
Foreign Currency Transactions. Under the Code, gains or losses
attributable to fluctuations in exchange rates which occur between the time a
Fund accrues income or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the Fund actually
collects such receivables or pays such liabilities generally are treated as
ordinary income or ordinary loss. Similarly, on disposition of debt securities
and certain other instruments denominated in a foreign currency, gains or losses
attributable to fluctuations in the value of foreign currency between the date
of acquisition of the security and the date of disposition also are treated as
ordinary gain or loss. These gains or losses, referred to under the Code as
"section 988" gains or losses, may increase or decrease the amount of a Fund's
investment company taxable income to be distributed to its Shareholders as
ordinary income. If section 988 losses exceed other net investment income during
a taxable year, a Fund generally would not be able to make ordinary dividend
distributions, or distributions made before the losses were realized would be
recharacterized as return of capital to Shareholders for Federal income tax
purposes, rather than as an ordinary dividend, reducing each Shareholder's basis
in his Fund Shares, or as capital gain.
Options, Futures and Forward Contracts. Many of the options, futures
contracts and forward contracts entered into by the Funds will be classified as
"Section 1256 contracts." Generally, gains or losses on Section 1256 contracts
are considered 60% long-term and 40% short-term capital gains or losses
("60/40"). Also, certain Section 1256 contracts held by a Fund are "marked to
market" at the times required pursuant to the Code with the result that
unrealized gains or losses are treated as though they were realized and the
resulting gain or loss generally is treated as 60/40 gain or loss, except for
foreign currency gain or loss on such contracts, which generally is ordinary in
character.
The 30% limit on gains from the disposition of certain assets held less
than three months and the diversification requirements applicable to a Fund's
status as a regulated investment company may limit the extent to which a Fund
will be able to engage in transactions in options, futures contracts or forward
contracts.
Obligations Originally Issued at a Discount. Certain of the bonds
purchased by the Funds, such as zero coupon bonds, may be treated as bonds that
were originally issued at a discount. Original issue discount represents
interest for federal income
B-29
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tax purposes and can generally be defined as the difference between the price at
which a security was issued and its stated redemption price at maturity.
Original issue discount, although no cash is actually received by a Fund until
the maturity of the bond, is treated for federal income tax purposes as income
earned by a Fund over the term of the bond, and therefore is subject to the
distribution requirements of the Code. The annual amount of income earned on
such a bond by a Fund generally is determined on the basis of a constant yield
to maturity which takes into account the semiannual compounding of accrued
interest.
In addition, some of the bonds may be purchased by a Fund at a discount
which exceeds the original issue discount on such bonds, if any. This additional
discount represents market discount for federal income tax purposes. The gain
realized on the disposition of any bond having market discount, generally will
be treated as ordinary income to the extent it does not exceed the accrued
market discount on such bond (unless a Fund elects to include market discount in
income in tax years to which it is attributable). Generally, market discount
accrues on a daily basis for each day the bond is held by a Fund at a constant
rate over the time remaining to the bond's maturity. In the case of any debt
security having a fixed maturity date of not more than one year from date of
issue, the gain realized on disposition will be treated as short-term capital
gain.
Distributions. Assuming a Fund qualifies as a regulated investment
company, distributions of net investment income and net short-term capital gains
in excess of net long-term capital losses will be treated as ordinary income in
the hands of Shareholders. Distributions of the excess of net long-term capital
gain over net short-term capital loss are taxable to Shareholders as long-term
capital gain, if such distributions are designated as capital gain dividends,
regardless of the length of time the Shares of a Fund have been held by such
Shareholders. Such distributions are not eligible for the dividends-received
deduction.
If any net long-term capital gains in excess of net short-term capital
losses are retained by a Fund for reinvestment, requiring federal income taxes
to be paid thereon by a Fund, the Fund may elect to treat such capital gains as
having been distributed to Shareholders. As a result, such amounts would be
taxable as long-term capital gains in the hands of the Shareholders.
Shareholders would be able to claim their proportionate share of the federal
income taxes paid by a Fund on such gains as a credit against their own federal
income tax liabilities and would be entitled to increase the adjusted tax basis
of the relevant Fund Shares by the difference between their pro-rata share of
such gains and their tax credit.
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Distributions by a Fund result in a reduction in the net asset value of
a Fund's Shares. Should a distribution reduce the net asset value below a
Shareholder's cost basis, such distribution nevertheless would be taxable to the
Shareholder as ordinary income or capital gain as described above, even though,
from an investment standpoint, it may constitute a partial return of investment.
In particular, investors should be careful to consider the tax implications of
buying Shares just prior to a distribution. The price of Shares purchased at
that time includes the amount of the forthcoming distribution. Those investors
purchasing hares just prior to a distribution will then receive a partial return
of their investment upon such distribution, which will nevertheless be taxable
to them.
Distributions of net investment income and net realized capital gains
will be taxable as described above, whether received in Shares or in cash.
Shareholders electing to receive distributions in the form of additional Shares
will have a cost basis for federal income tax purposes in each Share so received
equal to the net asset value of such Share on the reinvestment date. Any
distributions that are not from a Fund's net investment income or net realized
capital gains may be characterized as a return of capital to Shareholders or, in
some cases, as capital gain.
All distributions, whether received in Shares or cash, must be reported
by each Shareholder on his or her federal income tax return. Dividends declared
and payable to Shareholders of record on a specified date in October, November
or December, if any, will be deemed to have been received by Shareholders on
December 31 if paid during January of the following year. The Funds will provide
a statement of the federal income tax status of all distributions to
Shareholders annually.
Sales of Shares. Upon the sale, exchange or other taxable disposition
of Shares of a Fund, a Shareholder may realize a capital gain or loss which will
be long-term or short-term, generally depending upon the shareholder's holding
period for the Shares. Any loss realized on a sale or exchange will be
disallowed to the extent the Shares disposed of are replaced (including
replacement through the reinvestment of dividends and capital gain distributions
in a Fund) within a period of 61 days beginning 30 days before and ending 30
days after disposition of the Shares. In such a case, the basis of the shares
acquired will be adjusted to reflect the disallowed loss. Any loss realized by a
Shareholder on a disposition of Fund Shares held by the Shareholder for six
months or less will be treated as a long-term capital loss to the extent of any
distributions of capital gain dividends received by the Shareholder with respect
to such Shares.
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<PAGE> 77
Under certain circumstances, the sales charge incurred in acquiring
Shares of a Fund may not be taken into account in determining the gain or loss
on the disposition of those Shares. This rule applies if (1) the Shareholder
incurs a sales charge in acquiring stock of a Fund, (2) Shares of the Fund are
exchanged within 90 days after the date they were purchased, and (3) the new
shares are acquired without a sales charge or at a reduced sales charge under a
"reinvestment right" received upon the initial purchase of Fund Shares. In that
case, the gain or loss recognized on the exchange will be determined by
excluding from the tax basis of the Shares exchanged all or a portion of the
amount of sales charge incurred in acquiring the Shares. This exclusion applies
to the extent that the otherwise applicable sales charge with respect to the
newly acquired shares is reduced as a result of having incurred the sales charge
initially. Instead, the portion of the sales charge affected by this rule will
be treated as an amount paid for the new shares.
Backup Withholding. A Fund will be required to report to the IRS all
distributions of income and capital gains as well as gross proceeds from the
redemption or exchange of Fund Shares, except in the case of certain exempt
Shareholders. Under the backup withholding provisions of Section 3406 of the
Code, all such distributions and proceeds from the redemption or exchange of a
Fund's Shares may be subject to withholding of federal income tax at the rate of
31% in the case of nonexempt Shareholders who fail to furnish a Fund with their
taxpayer identification number and with required certifications regarding their
status under the federal income tax law or if the IRS or a broker notifies a
Fund that the number furnished by the Shareholder is incorrect. In addition,
both the Fund and the Shareholder are potentially subject to a $50 penalty
imposed by the IRS if a correct, certified taxpayer identification number is not
furnished and used on required information returns. If the withholding
provisions are applicable, any such distributions and proceeds, whether taken in
cash or reinvested in Shares, will be reduced by the amounts required to be
withheld. Backup withholding is not an additional tax and any amounts withheld
are creditable against the Shareholder's U.S. Federal tax liability. Investors
may wish to consult their tax advisers about the applicability of the backup
withholding provisions.
Other Taxation. The foregoing discussion relates only to U.S. Federal
income tax law as applicable to U.S. persons (i.e., U.S. citizens and residents
and U.S. domestic corporations, partnerships, trusts and estates). The tax
consequences to a foreign Shareholder of an investment in the Funds may differ
from those described herein. Distributions by the Funds also may be subject to
state, local and foreign taxes, and their treatment under state and local income
tax laws may differ from U.S.
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<PAGE> 78
Federal income tax treatment. Shareholders should consult their tax advisors
with respect to their individual tax situation.
Yields and Total Returns of the Funds
Yield Calculations. As summarized in the Prospectus of the Funds under
the heading "PERFORMANCE INFORMATION," yields of each of the Funds will be
computed by dividing the net investment income per share (as described below)
earned by the Fund during a 30-day (or one month) period by the maximum offering
price per share on the last day of the period and annualizing the result on a
semi-annual basis by adding one to the quotient, raising the sum to the power of
six, subtracting one from the result and then doubling the difference. A Fund's
net investment income per share earned during the period is based on the average
daily number of Shares outstanding during the period entitled to receive
dividends and includes dividends and interest earned during the period minus
expenses accrued for the period, net of reimbursements. This calculation can be
expressed as follows:
a - b
Yield = 2 [(--------- + 1)[to the power of 6] - 1]
cd
Where: a = dividends and interest earned during the
period.
b = expenses accrued for the period (net of
reimbursements).
c = the average daily number of Shares
outstanding during the period that were
entitled to receive dividends.
d = maximum offering price per Share on the last
day of the period.
For the purpose of determining net investment income earned during the
period (variable "a" in the formula), dividend income on equity securities held
by a Fund is recognized by accruing 1/360 of the stated dividend rate of the
security each day that the security is in that Fund. Interest earned on any debt
obligations held by a Fund is calculated by computing the yield to maturity of
each obligation held by that Fund based on the market value of the obligation
(including actual accrued interest) at the close of business on the last
Business Day of each month, or, with respect to obligations purchased during the
month, the purchase price (plus actual accrued interest) and dividing the result
by 360 and multiplying the quotient by the
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<PAGE> 79
market value of the obligation (including actual accrued interest) in order to
determine the interest income on the obligation for each day of the subsequent
month that the obligation is held by that Fund. For purposes of this
calculation, it is assumed that each month contains 30 days. The maturity of an
obligation with a call provision is the next call date on which the obligation
reasonably may be expected to be called or, if none, the maturity date. With
respect to debt obligations purchased at a discount or premium, the formula
generally calls for amortization of the discount or premium. The amortization
schedule will be adjusted monthly to reflect changes in the market values of
such debt obligations.
Undeclared earned income will be subtracted from the net asset value
per share (variable "d" in the formula). Undeclared earned income is the net
investment income which, at the end of the base period, has not been declared as
a dividend, but is reasonably expected to be and is declared as a dividend
shortly thereafter.
During any given 30-day period, the Adviser or Administrator may
voluntarily waive all or a portion of its fees with respect to a Fund. Such
waiver would cause the yield of that Fund to be higher than it would otherwise
be in the absence of such a waiver.
Total Return Calculations. As summarized in the Prospectus of the Funds
under the heading "PERFORMANCE INFORMATION", average annual total return is a
measure of the change in value of an investment in a Fund over the period
covered, which assumes any dividends or capital gains distributions are
reinvested in the Fund immediately rather than paid to the investor in cash.
Aggregate total return is calculated similarly to average annual total return
except that the return figure is aggregated over the relevant period instead of
annualized.
The Funds compute their average annual total returns by determining the
average annual compounded rates of return during specified periods that equate
the initial amount invested to the ending redeemable value of such investment.
This is done by dividing the ending redeemable value of a hypothetical $1,000
initial payment by $1,000 and raising the quotient to a power equal to one
divided by the number of years (or fractional portion thereof) covered by the
computation and subtracting one from the result. This calculation can be
expressed as follows:
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<PAGE> 80
Average Annual ERV
Total Return = [(------)[to the power of 1/n] - 1]
P
Where: ERV = ending redeemable value at the end of
the period covered by the computation of
a hypothetical $1,000 payment made at
the beginning of the period.
P = hypothetical initial payment of $1,000.
n = period covered by the computation,
expressed in terms of years.
The Funds compute their aggregate total returns by determining the
aggregate compounded rates of return during specified periods that likewise
equate the initial amount invested to the ending redeemable value of such
investment. The formula for calculating aggregate total return is as follows:
Aggregate Total ERV
Return = [(------] - 1]
P
ERV = ending redeemable value at the end of the
period covered by the computation of a
hypothetical $1,000 payment made at the
beginning of the period.
P = hypothetical initial payment of $1,000.
The calculations of average annual total return and aggregate total
return assume the reinvestment of all dividends and capital gain distributions
on the reinvestment dates during the period. The ending redeemable value
(variable "ERV" in each formula) is determined by assuming complete redemption
of the hypothetical investment and the deduction of all nonrecurring charges at
the end of the period covered by the computations.
Based upon the period beginning with the Asia Fund's commencement of
operations (December 6, 1995) through March 31, 1996, the aggregate total return
for the Asia Fund, assuming the imposition of the maximum applicable sales
charge, was 5.17%; and assuming the maximum applicable sales charge had not been
imposed, the aggregate total return for this same period was 9.80%.
Based upon the period beginning with the Global Resources Fund's
commencement of operations (December 11, 1995) through
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<PAGE> 81
March 31, 1996, the aggregate total return for the Global Resources Fund,
assuming the imposition of the maximum applicable sales charge, was 2.20%; and
assuming the maximum applicable sales charge had not been imposed, the aggregate
total return for this same period was 6.70%.
Performance Comparisons
Investors may judge the performance of the Funds by comparing them to
the performance of other mutual funds with comparable investment objectives and
policies through various mutual fund or market indices such as those prepared by
Dow Jones & Co., Inc., Standard & Poor's Corporation and Morningstar, Inc. and
to data prepared by Lipper Analytical Services, Inc., a widely recognized
independent service which monitors the performance of mutual funds or Ibbotson
Associates, Inc. Comparisons may also be made to indices or data published in
Money Magazine, Forbes, Barron's, The Wall Street Journal, The New York Times,
Business Week, American Banker, Fortune, Institutional Investor, CDA/Wiesberger,
Pensions and Investments, U.S.A. Today, Investor's Business Daily, Value Line,
MICROPAL and local newspapers. In addition to performance information, general
information about the Funds that appears in a publication such as those
mentioned above may be included in advertisements and in reports to
Shareholders. The Funds may also include in advertisements and reports to
Shareholders information comparing the performance of the Adviser or
Sub-Advisers or their predecessors to other investment advisers; such
comparisons may be published by or included in Nelsons Directory of Investment
Managers, Roger's, Casey/PIPER Manager Database or CDA/Cadence.
Current yields or performance will fluctuate from time to time and are
not necessarily representative of future results. Accordingly, a Fund's yield or
performance may not provide for comparison with bank deposits or other
investments that pay a fixed return for a stated period of time. Yield and
performance are functions of a Fund's quality, composition and maturity, as well
as expenses allocated to the Fund.
From time to time, a Fund may include general comparative information,
such as statistical data regarding inflation, securities indices or the features
or performance of alternative investments, in advertisements, sales literature
and reports to shareholders. The Funds may also include calculations, such as
hypothetical compounding examples, which describe hypothetical investment
results in such communications. Such performance examples will be based on an
express set of assumptions and are not indicative of the performance of any
Fund.
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<PAGE> 82
Principal Shareholders
As of May 31, 1996, the following persons or entities owned
beneficially or of record 5% or more of the Funds, as follows: (1) with respect
to the Asia Fund: Ernst & Company, One Battery Park Plaza, New York, New York
10004, owned beneficially or of record 92.56% of the Fund's shares; and (2) with
respect to the Global Resources Fund: Ernst & Company, One Battery Park Plaza,
New York, New York 10004, owned beneficially or of record 98.54% of the Fund's
shares.
Miscellaneous
The Funds may include information in their Annual Reports and
Semi-Annual Reports to Shareholders that (1) describes general economic trends,
(2) describes general trends within the financial services industry or the
mutual fund industry, (3) describes past or anticipated portfolio holdings for a
fund within the Group or (4) describes investment management strategies for such
funds. Such information is provided to inform Shareholders of the activities of
the Funds for the most recent fiscal year or half-year and to provide the views
of the Adviser and/or Group officers regarding expected trends and strategies.
Individual Trustees are elected by the Shareholders and, subject to
removal by the vote of two-thirds of the Board of Trustees, serve for a term
lasting until the next meeting of Shareholders at which Trustees are elected.
Such meetings are not required to be held at any specific intervals.
Shareholders owning not less than 10% of the outstanding Shares of the Group
entitled to vote may cause the Trustees to call a special meeting, including for
the purpose of considering the removal of one or more Trustees. Any Trustee may
be removed at any meeting of Shareholders by vote of two-thirds of the Group's
outstanding shares. The Declaration of Trust provides that the Trustees will
assist shareholder communications to the extent required by Section 16(c) of the
1940 Act in the event that a shareholder request to hold a special meeting is
made.
The Prospectus and this Statement of Additional Information omit
certain of the information contained in the Registration Statement filed with
the Commission. Copies of such information may be obtained from the Commission
upon payment of the prescribed fee.
The Prospectus and this Statement of Additional Information are not an
offering of the securities herein described in any state in which such offering
may not lawfully be made. No salesman, dealer, or other person is authorized to
give any
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<PAGE> 83
information or make any representation other than those contained in the
Prospectus and this Statement of Additional Information.
FINANCIAL STATEMENTS
The financial statements of the Funds appearing in the Annual Report to
Shareholders for the year ended March 31, 1996 have been audited by Coopers &
Lybrand L.L.P., independent auditors. Such financial statements are
incorporated herein by reference from the Annual Report. Copies of the Annual
Report may be obtained upon request and without charge from the Funds at the
address and telephone number provided on the cover of this Statement of
Additional Information.
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<PAGE> 84
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Included in Part A:
Financial Highlights
Incorporated by Reference in Part B:
Report of Independent Public Accountants
Statements of Assets and Liabilities dated March 31, 1996
Statements of Operations for the Year Ended March 31, 1996
Statements of Changes in Net Assets for the Year Ended March 31,
1996
Schedules of Portfolio Investments as of March 31, 1996
Notes to Financial Statements
Financial Highlights
(b) Exhibits
(1) Declaration of Trust(1)
(2) (a) By-Laws(1)
(b) Establishment and Designation of two Series of Shares
(Ernst Asia Fund and Ernst Global Resources Fund)(2)
- - ---------------------
(1) Filed with initial Registration Statement on January 8, 1992.
(2) Filed with Post-Effective Amendment No. 17 filed July 12, 1995.
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<PAGE> 85
(3) Not Applicable
(4) Certificates for Shares are not issued. Articles IV, V, VI
and VII of the Declaration of Trust, previously filed as
Exhibit 1 hereto, define rights of holders of Shares.
(5) (a) Investment Advisory Agreement between Registrant and
Ernst & Company (with respect to Ernst Asia Fund and
Ernst Global Resources Fund)(3)
(b) Sub-Investment Advisory Agreement between Ernst &
Company and Koeneman Capital Management Pte Ltd. (with
respect to Ernst Asia Fund)(3)
(c) Sub-Investment Advisory Agreement between Ernst &
Company and National Mutual Funds Management (Global)
Ltd. (with respect to Ernst Global Resources Fund)(3)
(6) Distribution Agreement between Registrant and BISYS Fund
Services(3)
(7) Not Applicable
(8) Custodian Agreement between Registrant and The Bank of
California, N.A. (with respect to Ernst Asia Fund and Ernst
Global Resources Fund)(3)
(9) (a) Management and Administration Agreement between the
Registrant and BISYS Fund Services (with respect to
Ernst Asia Fund and Ernst Global Resources Fund)(3)
(b) Fund Accounting Agreement between the Registrant and
BISYS Fund Services Ohio, Inc. (with respect to Ernst
Asia Fund and Ernst Global Resources Fund)(3)
- - ---------------------
(3) Filed with Post-Effective Amendment No. 21 filed October 27, 1995.
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<PAGE> 86
(c) Transfer Agency Agreement between the Registrant and
BISYS Fund Services Ohio, Inc. (with respect to Ernst
Asia Fund and Ernst Global Resources Fund)(3)
(10) Opinion and Consent of Counsel(4)
(11) Consent of Independent Auditors
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Distribution and Shareholder Service Plan(3)
(16) Schedules for Computation of Performance Data
(27) Financial Data Schedules
Item 25. Persons Controlled by or Under Common Control with Registrant
Not applicable.
Item 26. Number of Record Holders
As of May 31, 1996, the number of record holders of the series of the
Registrant was as follows:
<TABLE>
<S> <C>
AMCORE Vintage U.S. Government Obligations Fund 1002
AMCORE Vintage Fixed Income Fund 280
AMCORE Vintage Intermediate Tax-Free Fund 130
AMCORE Vintage Equity Fund 1160
AMCORE Vintage Balanced Fund 163
AMCORE Vintage Aggressive Growth Fund 356
AMCORE Vintage Fixed Total Return Fund 80
Brenton U.S. Government Money Market Fund 167
Brenton Intermediate U.S. Government
Securities Fund 17
Brenton Intermediate Tax-Free Fund 12
Brenton Value Equity Fund 323
The Shelby Fund 3
Ernst Asia Fund 52
Ernst Global Resources Fund 19
</TABLE>
- - ---------------------
(4) Filed with Rule 24f-2 Notice on May 24, 1996.
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<PAGE> 87
<TABLE>
<S> <C>
Ernst Global Asset Allocation Fund 1
Ernst Global Smaller Companies Fund 0
Ernst Australia-New Zealand Fund 0
</TABLE>
Item 27. Indemnification
Article IV of the Registrant's Declaration of Trust states as
follows:
Section 4.3. Mandatory Indemnification.
(a) Subject to the exceptions and limitations contained in paragraph (b)
below:
(i) every person who is, or has been, a Trustee or officer of the
Trust shall be indemnified by the Trust to the fullest extent
permitted by law against all liability and against all expenses
reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been a Trustee or officer
and against amounts paid or incurred by him in the settlement thereof;
and
(ii) the words "claim," "action," "suit," or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal,
administrative or other, including appeals), actual or threatened; and
the words "liability" and "expenses" shall include, without
limitation, attorneys fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Trustee or
officer:
(i) against any liability to the Trust, a Series thereof, or the
Shareholders by reason of a final adjudication by a court or other
body before which a proceeding was brought that he engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office;
(ii) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust; or
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<PAGE> 88
(iii) in the event of a settlement or other disposition not involving
a final adjudication as provided in paragraph (b)(i) or (b)(ii)
resulting in a payment by a Trustee or officer, unless there has been
a determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office:
(A) by the court or other body approving the settlement or other
disposition; or
(B) based upon a review of readily available facts (as opposed
to a full trial-type inquiry) by (1) vote of a majority of the
Disinterested Trustees acting on the matter (provided that a
majority of the Disinterested Trustees then in office acts on the
matter) or (2) written opinion of independent legal counsel.
(c) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not affect
any other rights to which any Trustee or officer may now or hereafter be
entitled, shall continue as to a person who has ceased to be such Trustee
or officer and shall inure to the benefit of the heirs, executors,
administrators and assigns of such person. Nothing contained herein shall
affect any rights to indemnification to which personnel of the Trust other
than Trustees and officers may be entitled by contract or otherwise under
law.
(d) Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in paragraph (a) of
this Section 4.3 may be advanced by the Trust prior to final disposition
thereof upon receipt of an undertaking by or on behalf of the recipient to
repay such amount if it is ultimately determined that he is not entitled to
indemnification under this Section 4.3, provided that either:
(i) such undertaking is secured by a surety bond or some other
appropriate security provided by the recipient, or the Trust shall be
insured against losses arising out of any such advances; or
(ii) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees acts on the
matter) or an independent legal counsel in a written opinion shall
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<PAGE> 89
determine, based upon a review of readily available facts (as opposed
to a full trial-type inquiry), that there is reason to believe that
the recipient ultimately will be found entitled to indemnification.
As used in this Section 4.3, a "Disinterested Trustee" is one who is not
(i) an Interested Person of the Trust (including anyone who has been
exempted from being an Interested Person by any rule, regulation or order
of the Commission), or (ii) involved in the claim, action, suit or
proceeding.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of the Registrant by the Registrant pursuant to
the Declaration of Trust or otherwise, the Registrant is aware that in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and,
therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by trustees, officers or
controlling persons of the Registrant in connection with the
successful defense of any act, suit or proceeding) is asserted by such
trustees, officers or controlling persons in connection with the
shares being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issues.
Item 28. Business and Other Connections of Investment Adviser and its Officers
and Directors
Ernst & Company is the investment adviser for the Ernst Asia Fund and
the Ernst Global Resources Fund. The business and other connections of
Ernst & Company are set forth in the Uniform Application for
Investment Adviser Registration ("Form ADV") of Ernst & Company as
currently filed with the SEC and which is incorporated by reference
herein. Koeneman Capital Management Pte Ltd. ("KCM") is the
sub-investment adviser to the Ernst Asia Fund. The business and other
connections of KCM are set forth in its Form ADV as currently filed
with the SEC and which is incorporated by reference herein. National
Mutual Funds Management (Global) ("NMFM") is
C-6
<PAGE> 90
the sub-investment adviser to the Ernst Global Resources Fund. The
business and other connections of NMFM are set forth in its Form ADV
as currently filed with the SEC and which is incorporated by reference
herein.
Item 29. Principal Underwriter
(a) BISYS Fund Services, Limited Partnership ("BISYS Fund Services") acts
as distributor and administrator for Registrant. BISYS Fund Services
also distributes the securities of The Victory Funds, The Riverfront
Funds, Inc., The HighMark Group, The Parkstone Group of Funds, The
BB&T Mutual Funds Group, the Summit Investment Trust, the Qualivest
Funds, The ARCH Fund, Inc., the American Performance Funds, The
Sessions Group, the Pacific Capital Funds, the AmSouth Mutual Funds,
the MMA Praxis Mutual Funds, the MarketWatch Funds and M.S.D.&T.
Funds, each of which is an open-end management investment company.
(b) Partners of BISYS Fund Services as of May 31, 1996, were as follows:
<TABLE>
<CAPTION>
Positions and Positions and
Name and Principal Offices with Offices with
Business Address BISYS Fund Services Registrant
- - ---------------- ------------------- ----------
<S> <C> <C>
BISYS Fund Services, Inc. Sole General Partner None
3435 Stelzer Road
Columbus, Ohio 43219
WC Subsidiary Corporation Sole Limited Partner None
150 Clove Road
Little Falls, New Jersey 07424
The BISYS Group, Inc. Sole Shareholder None
150 Clove Road
Little Falls, New Jersey 07424
</TABLE>
(c) Not Applicable.
Item 30. Location of Accounts and Records
The accounts, books, and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of
1940 and rules promulgated thereunder are in the possession of Ernst &
C-7
<PAGE> 91
Company, One Battery Park Plaza, New York, New York 10004 (records
relating to its function as adviser for the Ernst Asia Fund and the
Ernst Global Resources Fund), Koeneman Capital Management Pte Ltd., 6
Raffles Quay #13-01/07, John Hancock Tower, Singapore 0104 (records
relating to its function as sub-investment adviser to the Ernst Asia
Fund), National Mutual Funds Management (Global) Ltd., 525 Collins
Street, Melbourne, Australia 3000 (records relating to its function as
sub-investment adviser to the Ernst Global Resources Fund), BISYS Fund
Services, 3435 Stelzer Road, Columbus, Ohio 43219 (records relating to
its functions as administrator and distributor), and BISYS Fund
Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219 (records
relating to its functions as transfer agent).
Item 31. Management Services
Not Applicable.
Item 32. Undertakings.
(a) Not Applicable.
(b) Not Applicable.
(c) Registrant 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, in the event that
the information called for by Item 5A of Form N-1A has been
presented in the Registrant's latest annual report to
shareholders.
(d) Registrant undertakes to call a meeting of Shareholders for the
purpose of voting upon the question of removal of a Trustee or
Trustees when requested to do so by the holders of at least 10%
of the Registrant's outstanding shares of beneficial interest and
in connection with such meeting to comply with the shareholders
communications provisions of Section 16(c) of the Investment
Company Act of 1940.
C-8
<PAGE> 92
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment No. 27 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Washington in the
District of Columbia on the 5th day of June, 1996.
THE COVENTRY GROUP
By:
-----------------------------
Walter B. Grimm, President***
By: Jeffrey L. Steele
--------------------------------------
Jeffrey L. Steele, as attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
- - --------- ----- ----
<S> <C> <C>
Chairman, President June 5, 1996
- - ------------------------- and Trustee
Walter B. Grimm*** (Principal Executive
Officer)
Trustee June 5, 1996
- - -------------------------
Chalmers P. Wylie**
Trustee June 5, 1996
- - -------------------------
Maurice G. Stark*
Trustee June 5, 1996
- - -------------------------
Michael M. Van Buskirk*
</TABLE>
<PAGE> 93
<TABLE>
<S> <C> <C>
Trustee June 5, 1996
- - -------------------------
Nancy E. Converse***
Treasurer June 5, 1996
- - ------------------------- (Principal
William J. Tomko* Financial and
Accounting Officer)
By: Jeffrey L. Steele
----------------------------
Jeffrey L. Steele,
as attorney-in-fact
</TABLE>
* Pursuant to power of attorney filed with Pre-Effective Amendment No. 3 on
April 6, 1992.
** Pursuant to power of attorney filed with Post-Effective Amendment No. 6 on
May 4, 1993.
*** Pursuant to power of attorney filed with Post-Effective Amendment No. 26
on May 1, 1996.
<PAGE> 94
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
FILED
WITH
POST-EFFECTIVE AMENDMENT NO. 27
TO THE
REGISTRATION STATEMENT
OF
THE COVENTRY GROUP
<PAGE> 95
INDEX TO EXHIBITS
(FOR POST-EFFECTIVE AMENDMENT NO. 27)
<TABLE>
<CAPTION>
EXHIBIT NO.
UNDER PART C
NAME OF EXHIBIT OF FORM N-1A
- - --------------- ------------
<S> <C>
Consent of Independent Auditors 11
Schedules for Computation of 16
Performance Data
Financial Data Schedules 27
</TABLE>
<PAGE> 1
EXHIBIT 11
CONSENT OF INDEPENDENT AUDITORS
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 27 to the Registration Statement on Form N-1A (File No. 33-44964) of The
Coventry Group, of our report dated May 22, 1996 on our audits of the financial
statements and financial highlights of the Asia Fund and the Global Resources
Fund constituting the Ernst World Funds which report is included in the Annual
Report to Shareholders for the year ended March 31, 1996 which is incorporated
by reference in the Registration Statement. We also consent to the reference to
our Firm under the captions "Auditors" in the Prospectus, "Financial
Highlights" in the Supplement to the Prospectus, and "Independent Auditors" and
"Financial Statements" in the Statement of Additional Information relating to
Ernst World Funds in this Post-Effective Amendment No. 27 to the Registration
Statement on Form N-1A (File No. 33-44964).
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
June 6, 1996
<PAGE> 1
EXHIBIT 16
SCHEDULES FOR COMPUTATION OF PERFORMANCE DATA
<PAGE> 2
THE COVENTRY GROUP
EXHIBIT 16
TOTAL RETURN
VARIABLE FUNDS
NO LOAD CALCULATIONS
ERNST GLOBAL FUND
AGGREGATE TOTAL RETURN
WITH SALES LOAD OF: 0.00%
- - ---------------------------
T = (ERV/P) - 1
WHERE: T = TOTAL RETURN
ERV = REDEEMABLE VALUE AT THE END
OF THE PERIOD OF A HYPOTHETICAL
$1,000 INVESTMENT MADE AT THE
BEGINNING OF THE PERIOD.
P = A HYPOTHETICAL INITIAL INVESTMENT OF $1,000.
EXAMPLE:
SINCE INCEPTION: ( 12/11/95 TO 03/31/96 ):
( 1,067.0 /1,000) - 1 = 6.70%
YEAR TO DATE: ( 01/01/96 TO 03/31/96 ):
( 1,084.4 /1,000) - 1 = 8.43%
QUARTERLY: ( 01/01/96 TO 03/31/96 ):
( 1,084.4 /1,000) - 1 = 8.43%
MONTHLY: ( 03/01/96 TO 03/31/96 ):
( 1,022.0 /1,000) - 1 = 2.20%
<PAGE> 3
THE COVENTRY GROUP
EXHIBIT 16
TOTAL RETURN
VARIABLE FUNDS
LOAD CALCULATIONS
ERNST GLOBAL FUND
AGGREGATE TOTAL RETURN
WITH SALES LOAD OF: 4.25%
- - ---------------------------
T = (ERV/P) - 1
WHERE: T = TOTAL RETURN
ERV = REDEEMABLE VALUE AT THE END
OF THE PERIOD OF A HYPOTHETICAL
$1,000 INVESTMENT MADE AT THE
BEGINNING OF THE PERIOD.
P = A HYPOTHETICAL INITIAL INVESTMENT OF $1,000.
EXAMPLE:
SINCE INCEPTION: ( 12/11/95 TO 03/31/96 ):
( 1,022.0 /1,000) - 1 = 2.20%
YEAR TO DATE: ( 01/01/96 TO 03/31/96 ):
( 1,037.9 /1,000) - 1 = 3.79%
QUARTERLY: ( 01/01/96 TO 03/31/96 ):
( 1,037.9 /1,000) - 1 = 3.79%
MONTHLY: ( 03/01/96 TO 03/31/96 ):
( 978.9 /1,000) - 1 = -2.11%
<PAGE> 4
THE COVENTRY GROUP
EXHIBIT 16
TOTAL RETURN
VARIABLE FUNDS
NO LOAD CALCULATIONS
ERNST ASIA FUND
AGGREGATE TOTAL RETURN
WITH SALES LOAD OF: 0.00%
- - ---------------------------
T = (ERV/P) - 1
WHERE: T = TOTAL RETURN
ERV = ENDING REDEEMABLE VALUE AT THE END
OF THE PERIOD OF A HYPOTHETICAL
$1,000 INVESTMENT MADE AT THE
BEGINNING OF THE PERIOD.
P = A HYPOTHETICAL INITIAL PAYMENT OF $1,000.
EXAMPLE:
SINCE INCEPTION: ( 12/06/95 TO 03/31/96 ):
X ( 1,098.0 /1,000) - 1 = 9.80%
YEAR TO DATE: ( 01/01/96 TO 03/31/96 ):
O ( 1,071.2 /1,000) - 1 = 7.12%
QUARTERLY: ( 01/01/96 TO 03/31/96 ):
= ( 1,071.2 /1,000) - 1 = 7.12%
MONTHLY: ( 03/01/96 TO 03/31/96 ):
// ( 1,006.4 /1,000) - 1 = 0.64%
<PAGE> 5
THE COVENTRY GROUP
EXHIBIT 16
TOTAL RETURN
VARIABLE FUNDS
LOAD CALCULATIONS
ERNST ASIA FUND
AGGREGATE TOTAL RETURN
WITH SALES LOAD OF: 4.25%
- - ---------------------------
T = (ERV/P) - 1
WHERE: T = TOTAL RETURN
ERV = REDEEMABLE VALUE AT THE END
OF THE PERIOD OF A HYPOTHETICAL
$1,000 INVESTMENT MADE AT THE
BEGINNING OF THE PERIOD.
P = A HYPOTHETICAL INITIAL INVESTMENT OF $1,000.
EXAMPLE:
SINCE INCEPTION: ( 12/06/95 TO 03/31/96 ):
( 1,051.7 /1,000) - 1 = 5.17%
YEAR TO DATE: ( 01/01/96 TO 03/31/96 ):
( 1,026.2 /1,000) - 1 = 2.62%
QUARTERLY: ( 01/01/96 TO 03/31/96 ):
( 1,026.2 /1,000) - 1 = 2.62%
MONTHLY: ( 03/01/96 TO 03/31/96 ):
( 964.0 /1,000) - 1 = -3.60%
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000882748
<NAME> THE COVENTRY GROUP
<SERIES>
<NUMBER> 13
<NAME> ERNST ASIA FUND
<S> <C>
<PERIOD-TYPE> 4-MOS.
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> DEC-06-1995
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 4048255
<INVESTMENTS-AT-VALUE> 4336646
<RECEIVABLES> 1356536
<ASSETS-OTHER> 1514558
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 7207740
<PAYABLE-FOR-SECURITIES> 1319468
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 23164
<TOTAL-LIABILITIES> 1342632
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5307935
<SHARES-COMMON-STOCK> 534392
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 232968
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 324205
<NET-ASSETS> 5865108
<DIVIDEND-INCOME> 7280
<INTEREST-INCOME> 12718
<OTHER-INCOME> (1436)
<EXPENSES-NET> 63106
<NET-INVESTMENT-INCOME> (44544)
<REALIZED-GAINS-CURRENT> 230292
<APPREC-INCREASE-CURRENT> 324205
<NET-CHANGE-FROM-OPS> 509953
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 534392
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 5865108
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 17884
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 96655
<AVERAGE-NET-ASSETS> 5594458
<PER-SHARE-NAV-BEGIN> 10.000
<PER-SHARE-NII> (0.080)
<PER-SHARE-GAIN-APPREC> 1.060
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.98
<EXPENSE-RATIO> 3.530
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000882748
<NAME> THE COVENTRY GROUP
<SERIES>
<NUMBER> 14
<NAME> ERNST GLOBAL RESOURCES FUND
<S> <C>
<PERIOD-TYPE> 4-MOS.
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> DEC-11-1995
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 5047930
<INVESTMENTS-AT-VALUE> 5378963
<RECEIVABLES> 5012455
<ASSETS-OTHER> 86309
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10477727
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 20903
<TOTAL-LIABILITIES> 20903
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 10120633
<SHARES-COMMON-STOCK> 979696
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5076
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 331115
<NET-ASSETS> 10456824
<DIVIDEND-INCOME> 21249
<INTEREST-INCOME> 21196
<OTHER-INCOME> (2276)
<EXPENSES-NET> 58463
<NET-INVESTMENT-INCOME> (18294)
<REALIZED-GAINS-CURRENT> 1313
<APPREC-INCREASE-CURRENT> 331115
<NET-CHANGE-FROM-OPS> 314134
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 979696
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 10456824
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 16530
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 91004
<AVERAGE-NET-ASSETS> 5401638
<PER-SHARE-NAV-BEGIN> 10.000
<PER-SHARE-NII> (0.020)
<PER-SHARE-GAIN-APPREC> 0.690
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.670
<EXPENSE-RATIO> 3.540
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
