<PAGE> 1
BRENTON U.S. GOVERNMENT MONEY MARKET FUND
BRENTON INTERMEDIATE U.S. GOVERNMENT SECURITIES FUND
BRENTON INTERMEDIATE TAX-FREE FUND
BRENTON VALUE EQUITY FUND
SUPPLEMENT DATED APRIL 12, 1996 TO
PROSPECTUS DATED JULY 31, 1995
The Prospectus is hereby supplemented as follows:
1. All references in the Prospectus to The Winsbury Company, 1900 East
Dublin-Granville Road, Columbus, Ohio 43229 are changed to BISYS Fund Services,
3435 Stelzer Road, Columbus, Ohio 43219, in order to reflect the change in the
name and the address of The Winsbury Company.
2. The Information for Darrell H. Wright, CFA which appears on page 31
of the Prospectus is deleted in its entirety. As of October 2, 1995, Douglas P.
Muenzenmay assumed responsibility for the day-to-day management of the U.S.
Government Money Market, Intermediate U.S. Government Securities, Intermediate
Tax-Free and Value Equity portfolios.
3. The following information is added to page 31 of the Prospectus. As
of March 1, 1996, James T. Richards assumed joint responsibility with Douglas P.
Muenzenmay for the day-to-day management of the Intermediate U.S. Government
Securities, Intermediate Tax-Free and Value Equity portfolios. Mr. Richards
holds a BA degree in Economics from Coe College and an MBA from the University
of Iowa. He has been in the investment management business for 15 years and
from 1991 to 1996 served as Managing Director and Equity Strategist for
Investors Management Group. Prior to 1991 he was employed by SCI Capital
Management as Managing Director and Equity Strategist.
4. The table under the heading SALES CHARGES FOR THE EQUITY FUND on
page 20 of the Prospectus is replaced in its entirety with the following table:
<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 4.71% 4.50% 4.05%
$50,000 but less than $250,000 4.17% 4.00% 3.60%
$250,000 but less than $500,000 3.63% 3.50% 3.15%
$500,000 but less than $1,000,000 3.09% 3.00% 2.70%
$1,000,000 or more 2.56% 2.50% 2.25%
</TABLE>
5. The third paragraph under the section entitled Offering Price on page 2 of
the Prospectus is deleted and replaced with the following:
The public offering price of Equity Fund is equal to the net asset value
per Share, plus a sales charge equal to 4.50% of the public offering
price (4.71% of the amount invested), reduced on investments of $50,000
or more, (See "HOW TO PURCHASE AND REDEEM SHARES - Sales Charges").
<PAGE> 2
6. The FEE TABLE listed on page 4 of the Prospectus is amended for the Equity
Fund as follows:
Maximum Sales Load Imposed on Purchase
(as a percentage of offering price) 4.50%
In addition, in the section entitled EXAMPLE, the 1 year and 3 year amounts for
the Equity Fund are revised to be $59 and $88, respectively.
THIS SUPPLEMENT SUPERSEDES ALL PREVIOUS SUPPLEMENTS.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE
PROSPECTUS FOR FUTURE REFERENCE
<PAGE> 3
BRENTON U.S. GOVERNMENT MONEY MARKET FUND
BRENTON INTERMEDIATE U.S. GOVERNMENT SECURITIES FUND
BRENTON INTERMEDIATE TAX-FREE FUND
BRENTON VALUE EQUITY FUND
For current yield, purchase, and redemption
information, call (800) 706-FUND.
TDD/TTY Call (800) 300-8893.
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 Brenton Bank, N.A. (the
"Adviser") are the Brenton U.S. Government Money Market Fund (the "Money Market
Fund"), the Brenton Intermediate U.S. Government Securities Fund (the
"Intermediate Government Fund"), the Brenton Intermediate Tax-Free Fund (the
"Tax-Free Fund") and the Brenton Value Equity Fund (the "Equity Fund")
(collectively, the "Funds").
The Money Market Fund's investment objective is to seek current income
consistent with maintaining liquidity and stability of principal. The Money
Market Fund invests exclusively in short-term U.S. Treasury bills, notes and
other short-term obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities ("U.S. Government Obligations").
THE MONEY MARKET FUND SEEKS TO MAINTAIN A CONSTANT NET ASSET VALUE OF $1.00
PER SHARE, BUT THERE CAN BE NO ASSURANCE THAT THE NET ASSET VALUE WILL NOT VARY.
AN INVESTMENT IN THE MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY THE
UNITED STATES GOVERNMENT.
The investment objective of the Intermediate Government Fund is to seek total
return consistent with the production of current income and the preservation of
capital. The Intermediate Government Fund invests primarily in U.S. Government
Obligations and will maintain a dollar-weighted average portfolio maturity of 3
to 10 years.
The investment objective of the Tax-Free Fund is to seek current income,
consistent with the preservation of capital, that is exempt from federal income
taxes to the extent described in this Prospectus. The Tax-Free Fund invests
primarily in a diversified portfolio of intermediate-term tax-free fixed income
securities and will maintain a dollar-weighted average portfolio maturity of 3
to 10 years.
The investment objective of the Equity Fund is long-term capital appreciation.
The Equity Fund invests primarily in a diversified portfolio of equity
securities.
Brenton Bank, N.A., Des Moines, Iowa, acts as the investment adviser to each
of the Funds. The Northern Trust Company, Chicago, Illinois, serves as
sub-investment adviser to the Money Market Fund.
THE SHARES OF THE FUNDS ARE NOT DEPOSITS OF, OR GUARANTEED OR ENDORSED BY
BRENTON BANK, N.A., ITS PARENT HOLDING COMPANY, BRENTON BANKS, INC., OR THEIR
AFFILIATES, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER AGENCY. THE SHARES OF THE FUNDS ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
The Winsbury Company, Columbus, Ohio (the "Distributor") acts as the Funds'
administrator and distributor. BISYS Fund Services Ohio, Inc., Columbus, Ohio,
an affiliate of The Winsbury Company, 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.
------------------------------------------------
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 July 31, 1995.
<PAGE> 4
PROSPECTUS SUMMARY
<TABLE>
<S> <C>
The Funds........................ Brenton U.S. Government Money Market Fund (the "Money
Market Fund"), Brenton Intermediate U.S. Government
Securities Fund (the "Intermediate Government Fund"),
Brenton Intermediate Tax-Free Fund (the "Tax-Free
Fund"), and the Brenton Value Equity Fund (the "Equity
Fund"), (collectively, the "Funds") each a diversified
investment portfolio 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 Money Market Fund is
equal to the net asset value per Share, which the Money
Market Fund will seek to maintain at $1.00.
The public offering price of the Intermediate Government
Fund's and the Tax-Free Fund's Shares is equal to the
net asset value per Share, plus a sales charge equal to
3.50% of the public offering price (3.63% of the amount
invested), reduced on investments of $50,000 or more.
The public offering price of the Equity Fund is equal to
the net asset value per Share, plus a sales charge equal
to 4.00% of the public offering price (4.17% of the
amount invested), reduced on investments of $50,000 or
more. (See "HOW TO PURCHASE AND REDEEM SHARES--Sales
Charges").
Minimum Purchase................. $1,000 minimum for the initial investment with a $250
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............. The Money Market Fund seeks current income consistent
with maintaining liquidity and stability of principal.
The Intermediate Government Fund seeks total return
consistent with the production of current income and the
preservation of capital.
The Tax-Free Fund seeks current income, consistent with
the preservation of capital, that is exempt from federal
income taxes.
The Equity Fund seeks long-term capital appreciation.
</TABLE>
2
<PAGE> 5
<TABLE>
<S> <C>
Investment Policy................ The Money Market Fund invests in short-term U.S.
Treasury bills, notes and other short-term obligations
issued or guaranteed by the U.S. Government or its
agencies or instrumentalities.
Under normal market conditions, the Intermediate
Government Fund invests primarily in U.S. Government
Obligations and will maintain a dollar-weighted average
portfolio maturity of 3 to 10 years.
Under normal market conditions, the Tax-Free Fund
invests primarily in tax-exempt obligations and will
maintain a dollar-weighted average portfolio maturity of
3 to 10 years.
Under normal market conditions, the Equity Fund invests
primarily in equity securities of large capitalization
companies with strong earnings potential.
Investment Adviser............... Brenton Bank, N.A., Des Moines, Iowa.
Sub-Investment Adviser to
the Money Market Fund.......... The Northern Trust Company, Chicago, Illinois.
Dividends........................ The Money Market Fund intends to declare dividends from
net income daily and pay such dividends monthly. The
Intermediate Government Fund and the Tax-Free Fund
intend to declare and pay dividends from net investment
income monthly. The Equity Fund intends to declare
dividends from net investment income quarterly and pay
such dividends quarterly.
Distributor...................... The Winsbury Company, Columbus, Ohio.
</TABLE>
3
<PAGE> 6
FEE TABLE
<TABLE>
<CAPTION>
MONEY INTERMEDIATE
MARKET GOVERNMENT TAX-FREE EQUITY
FUND FUND FUND FUND
------ ------------ -------- ------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES1
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)... None 3.50% 3.50% 4.00%
Maximum Sales Load Imposed on
Reinvested Dividends (as a percentage
of offering price).................... None None None None
Deferred Sales Load (as a percentage
of the amount redeemed, as
applicable)........................... None None None None
Redemption Fees (as a percentage
of amount redeemed, if applicable)2... None None None None
Exchange Fee............................ None None None None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees (After Waivers)3........ .15% .50% .00% .74%
12b-1 Fees (After Waivers)4............. .05% .05% .00% .05%
Other Expenses.......................... .49% .60% 1.42% .64%
------ ---------- -------- ------
Total Fund Operating Expenses
(After Waivers)5...................... .69% 1.15% 1.42% 1.43%
====== ========== ======== ======
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>
Money Market Fund..................................................... $ 7 $ 22
Intermediate Government Fund.......................................... $ 46 $ 70
Tax-Free Fund......................................................... $ 49 $ 78
Equity Fund........................................................... $ 54 $ 83
</TABLE>
4
<PAGE> 7
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. The table has been restated to reflect
the current fees for the Funds. Such expenses do not include any fees charged by
Brenton Bank, N.A., or any of its affiliates to customer accounts which may have
invested in Shares of a Fund. 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 A Participating Organization (as defined in this Prospectus) or a Bank (as
defined in this Prospectus) may charge a Customer's (as defined in the
Prospectus) account fees for automatic investment and other investment
management services provided in connection with investment in the Funds (See
"HOW TO PURCHASE AND REDEEM INVESTOR SHARES--Purchases of Shares.")
2 A wire redemption charge (currently $15.00) is deducted from the amount of a
wire redemption payment made at the request of a Shareholder. (See "HOW TO
PURCHASE AND REDEEM INVESTOR SHARES--Redemption by Telephone.")
3 Absent the reduction of investment advisory fees, "Management Fees" as a
percentage of average daily net assets would have been .40% for the Money
Market Fund and the Tax-Free Fund, respectively.
4 The Funds have adopted a Distribution and Shareholder Services Plan (the
"Plan") pursuant to which a Fund is authorized to pay or reimburse the
Distributor a periodic amount calculated at an annual rate not to exceed
(0.50%) of the average daily net assets of such Fund. During the most recent
fiscal year, no fees were paid under the Plan. As a result of the payment of
sales loads and 12b-1 fees, long-term Shareholders may pay more than the
economic equivalent of the maximum front-end sales charge permitted by the
National Association of Securities Dealers, Inc. (the "NASD").
5 Absent the reduction of investment advisory and distribution fees, "Total Fund
Operating Expenses" as a percentage of average daily net assets would have
been 1.39% for the Money Market Fund and 2.32% for the Tax-Free Fund. Absent
the reduction of distribution fees, "Total Fund Operating Expenses" as a
percentage of average daily net assets would have been 1.60% for the
Intermediate Government Fund and 1.88% for the Equity Fund.
5
<PAGE> 8
FINANCIAL HIGHLIGHTS
The following selected Financial Highlights are derived from the financial
statements of the Funds which have been audited by Ernst & Young LLP,
independent auditors. The Financial Highlights should be read in conjunction
with the financial statements, related notes, and other financial information
incorporated by reference in the Statement of Additional Information.
<TABLE>
<CAPTION>
INTERMEDIATE
MONEY MARKET GOVERNMENT
FUND FUND
--------------- ---------------
AUGUST 10, 1994 AUGUST 10, 1994
TO MARCH 31, TO MARCH 31,
1995(A) 1995(A)
--------------- ---------------
<S> <C> <C>
Net Asset Value, Beginning of Period....................... $1.000 $10.00
---------- ----------
INVESTMENT ACTIVITIES
Net investment income................................. 0.028 0.35
Net realized and unrealized gains
(losses) on investments............................. (0.02)
---------- ----------
Total from Investment Activities................. 0.028 0.33
---------- ----------
DISTRIBUTIONS
Net investment income................................. (0.028) (0.34)
---------- ----------
Total Distributions.............................. (0.028) (0.34)
---------- ----------
NET ASSET VALUE, END OF PERIOD............................. $1.000 $ 9.99
========== ==========
TOTAL RETURN............................................... 2.84%(b) 3.42%(b)
ANNUALIZED RATIOS/SUPPLEMENTAL DATA
Net Assets at end of period (000).......................... $27,810 $16,438
Ratio of expenses to average net assets(c)................. 0.97% 1.53%
Ratio of net investment income to average net assets(c).... 4.37% 5.71%
Ratio of expenses to average net assets*(c)................ 1.66% 2.03%
Ratio of net investment income to average net assets*(c)... 3.68% 5.21%
Portfolio turnover......................................... 20.69%
<FN>
- ---------------------
* During the period, certain fees were voluntarily reduced. If such voluntary fee
reductions had not occurred, the rates would have been as indicated.
(a) Period from commencement of operations.
(b) Aggregate total return (excludes sales charge).
(c) Annualized.
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
TAX-FREE EQUITY
FUND FUND
--------------- ---------------
AUGUST 10, 1994 AUGUST 10, 1994
TO MARCH 31, TO MARCH 31,
1995(A) 1995(A)
--------------- ---------------
<S> <C> <C>
Net Asset Value, Beginning of Period....................... $10.00 $10.00
---------- ----------
INVESTMENT ACTIVITIES
Net investment income................................. 0.15 0.09
Net realized and unrealized gains
(losses) on investments............................. (0.03) 0.83
---------- ----------
Total From Investment Activities................. 0.12 0.92
---------- ----------
DISTRIBUTIONS
Net investment income................................. (0.14) (0.09)
---------- ----------
Total Distributions.............................. (0.14) (0.09)
---------- ----------
NET ASSET VALUE, END OF PERIOD............................. $ 9.98 $10.83
========== ==========
TOTAL RETURN............................................... 1.27%(b) 9.25%(b)
ANNUALIZED RATIOS/SUPPLEMENTAL DATA
Net Assets at end of period (000).......................... $ 6,408 $15,628
Ratio of expenses to average net assets(c)................. 2.47% 1.80%
Ratio of net investment income to average net assets(c).... 2.41% 1.39%
Ratio of expenses to average net assets*(c)................ 2.97% 2.30%
Ratio of net investment income to average net assets*(c)... 1.91% 0.89%
Portfolio Turnover......................................... 3.03% 18.30%
- ---------------------
<FN>
* During the period, certain fees were voluntarily reduced. If such voluntary fee
reductions had not occurred, the rates would have been as indicated.
(a) Period from commencement of operations.
(b) Aggregate total return (excludes sales charge).
(c) Annualized.
</TABLE>
7
<PAGE> 10
INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS
Each Fund has its own investment objective, policies, and restrictions 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.
BRENTON U.S. GOVERNMENT MONEY MARKET FUND. The investment objective of the
Money Market Fund is to seek current income consistent with maintaining
liquidity and stability of principal. The Fund seeks to maintain a stable net
asset value of $1.00 per Share.
The Money Market Fund invests in U.S. Treasury bills, notes and other
obligations (described below) issued or guaranteed by the U.S. Government, its
agencies or instrumentalities ("U.S. Government Obligations") which have
remaining maturities of 397 calendar days (thirteen months) or less. The Money
Market Fund may also invest in master demand notes and repurchase agreements
with respect to U.S. Government Obligations. The short-term U.S. Government
Obligations in the Fund's portfolio will differ only in the agencies that issue
them, their interest rates, maturities and times of issuance. The
dollar-weighted average maturity of the obligations held by the Money Market
Fund will not exceed 90 days. During normal market conditions, the Fund will
generally acquire only U.S. Government Obligations the interest on which is
generally exempt from state income taxation.
Obligations of the U.S. Treasury in which the Money Market Fund may invest
include "stripped" U.S. Treasury obligations offered under the STRIPS or CUBES
programs. Such obligations may represent future interest or principal payments.
These stripped securities are direct obligations of the U.S. Government and
clear through the Federal Reserve book-entry system. Stripped securities are
issued at a discount to their face value and may exhibit greater price
volatility than ordinary debt securities because of the manner in which their
principal and interest are returned to investors.
BRENTON INTERMEDIATE U.S. GOVERNMENT SECURITIES FUND. The investment objective
of the Intermediate Government Fund is to seek total return consistent with the
production of current income and the preservation of capital. Total return will
consist of interest from underlying securities and capital appreciation
reflected in unrealized increases in the value of portfolio securities (realized
by the Shareholder only if the Shareholder has sold its Shares) or realized from
the purchase and sale of securities. Because the market value of fixed income
securities can be expected to vary inversely to changes in prevailing interest
rates, investing in such fixed income securities can provide an opportunity for
capital appreciation when interest rates are expected to decline. Likewise, the
value of such fixed income securities can be expected to decline when interest
rates increase.
Under normal conditions, the Intermediate Government Fund will invest
substantially all, but in no event less than 65%, of the value of its total
assets in U.S. Government Obligations. The Intermediate Government Fund expects
to maintain a dollar-weighted average portfolio maturity of three to ten years.
8
<PAGE> 11
The remainder of the Intermediate Government Fund's assets may be comprised of
corporate debt securities and mortgage-related securities, high quality money
market instruments (commercial paper, certificates of deposit and bankers'
acceptances), variable amount master demand notes, zero coupon obligations,
variable and floating rate notes, taxable municipal bonds, leasing instruments
and trust certificates and asset backed securities. In addition, the
Intermediate Government Fund may engage in certain loans of portfolio
securities, repurchase agreements and reverse repurchase agreements. The
Intermediate Government Fund may also invest in securities of other investment
companies.
The debt instruments in which the Intermediate Government Fund invests will in
most cases differ in their interest rates, maturities and times of issuance. The
Intermediate Government Fund will invest in corporate debt securities only if
they are rated within the three highest rating categories at the time of
purchase by a nationally recognized statistical rating organization ("NRSRO"),
or if unrated, deemed by the Adviser to be of comparable quality. For a
description of the applicable ratings, see the Appendix to the Statement of
Additional Information.
The Intermediate Government Fund will purchase commercial paper rated at the
time of purchase within the two highest rating categories by an NRSRO or, if not
rated, found by the Adviser to be of comparable quality. See the Appendix to the
Statement of Additional Information for a description of these ratings.
For temporary defensive purposes, the Intermediate Government Fund may invest
all or any portion of its assets in the money market instruments and repurchase
agreements described above when, in the opinion of the Adviser, it is in the
best interests of the Fund to do so.
BRENTON INTERMEDIATE TAX-FREE FUND. The Tax-Free Fund seeks to produce current
income, consistent with the preservation of capital, that is exempt from federal
income taxes to the extent described below. The Tax-Free Fund invests primarily
in a diversified portfolio of intermediate-term tax-free fixed income
securities.
Under normal market conditions, and as a fundamental investment policy, at
least 80% of the net assets of the Tax-Free Fund will be invested in a
diversified portfolio of obligations (consisting of bonds, notes, and
debentures) issued by or on behalf of states, territories and possessions of the
United States, the District of Columbia and other political subdivisions,
agencies, instrumentalities and authorities, the interest on which is both
exempt from federal income taxes and not treated as a preference item for
individuals for purposes of the federal alternative minimum tax ("Municipal
Securities"). The interest on such bonds will nonetheless be part of an
adjustment to alternative minimum taxable income for purposes of the alternative
minimum tax imposed on corporations and the environmental tax imposed on
corporations under section 59A of the Internal Revenue Code of 1986, as amended.
The Tax-Free Fund expects to maintain a dollar-weighted average portfolio
maturity of three to ten years.
Under normal market conditions, the Tax-Free Fund may invest up to 20% of its
total assets in obligations the interest on which is either subject to regular
federal income taxation or treated as a preference item for purposes of the
federal alternative minimum tax ("Taxable Obligations"). At times, the Adviser
may determine that, because of unstable conditions in the markets for Municipal
Securities, pursuing the Tax-Free Fund's basic investment strategies is
inconsistent with the best interests of the Shareholders of the Tax-Free Fund.
At such times, the Adviser may use temporary defensive strategies differing from
those designed to
9
<PAGE> 12
achieve the Tax-Free Fund's investment objective, by increasing the Tax-Free
Fund's holdings in Taxable Obligations to over 20% of the Tax-Free Fund's total
assets and by holding uninvested cash reserves pending investment. Taxable
Obligations may include U.S. Government Obligations (some of which may be
subject to repurchase agreements), master demand notes, certificates of deposit,
demand and time deposits, and bankers' acceptances of selected banks, and
commercial paper meeting the Tax-Free Fund's quality standards (as described
below) for tax-exempt commercial paper. These obligations are described further
in the Statement of Additional Information.
The Tax-Free Fund may also invest in private activity bonds. Interest on
private activity bonds is exempt from the regular federal income tax only if the
bonds fall within certain defined categories of qualified private activity bonds
and meet the requirements specified in those respective categories. Regardless
of whether they so qualify, interest on private activity bonds may be subject to
the alternative minimum tax, and, in the case of corporate investors, to the
environmental tax under section 59A of the Code. However, private activity bonds
will only be considered Municipal Securities for the purposes of this Prospectus
if the interest thereon is not an item of tax preference for individuals. For
additional information on the federal alternative minimum tax, see "DIVIDENDS
AND TAXES."
The Tax-Free Fund invests in Municipal Securities that are rated within the
three highest rating categories at the time of purchase by an NRSRO in the case
of bonds, rated within the two highest rating categories by an NRSRO in the case
of notes, tax-exempt commercial paper, and variable rate demand obligations, or,
if unrated, deemed by the Adviser to be of comparable quality. The applicable
Municipal Securities ratings are described in the Appendix to the Statement of
Additional Information.
The two principal classifications of Municipal Securities that may be held by
the Tax-Free Fund are "general obligation" securities and "revenue" securities.
General obligation securities are secured by the issuer's pledge of its full
faith, credit and taxing power for the payment of principal and interest.
Revenue securities are payable only from the revenues derived from a particular
facility or class of facilities, or, in some cases, from the proceeds of a
special excise tax or other specific revenue source such as the user of the
facility being financed. Private activity bonds held by the Tax-Free Fund are in
most cases revenue securities and are not payable from the unrestricted revenues
of the issuer. Consequently, the credit quality of private activity bonds is
usually directly related to the credit standing of the corporate user of the
facility involved.
Municipal Securities in which the Tax-Free Fund may invest may also include
"moral obligation" bonds, which are normally issued by special purpose public
authorities. If the issuer of moral obligation bonds is unable to meet its debt
service obligations from current revenues, it may draw on a reserve fund, the
restoration of which is a moral commitment but not a legal obligation of the
state or municipality that created the issuer.
Opinions relating to the validity of Municipal Securities and to the exemption
of interest thereon from federal income tax are rendered by bond counsel to the
respective issuers at the time of issuance. Neither the Tax-Free Fund, the
Adviser nor legal counsel to either will review such opinions, the proceedings
relating to the issuance of Municipal Securities or the basis for such opinions.
The Tax-Free Fund does not intend to invest more than 25% of its assets in
Municipal Securities which are related in such a way that an economic, business,
or political development or change affecting one such security would likewise
affect the other
10
<PAGE> 13
Municipal Securities. Examples of such securities are obligations the repayment
of which is dependent upon similar types of projects or projects located in the
same state. Such investments would be made only if deemed necessary or
appropriate by the Adviser. To the extent that the Tax-Free Fund's assets are
concentrated in Municipal Securities that are so related, the Tax-Free Fund will
be subject to the peculiar risks presented by such Municipal Securities, such as
negative developments in a particular industry or state, to a greater extent
than it would be if the Tax-Free Fund's assets were not so concentrated.
Municipal Securities purchased by the Tax-Free Fund may include rated and
unrated variable and floating rate tax-exempt notes. There may be no active
secondary market with respect to a particular variable or floating rate note.
Nevertheless, the periodic readjustments of their interest rates tend to assure
that their value to the Tax-Free Fund will approximate their par value. Variable
and floating rate notes for which no readily available market exists will be
purchased in an amount which, together with other securities which are not
readily marketable, exceeds 15% of the Tax-Free Fund's net assets only if such
notes are subject to a demand feature that will permit the Fund to receive
payment of the principal within seven days after demand by the Tax-Free Fund.
BRENTON VALUE EQUITY FUND. The investment objective of the Equity Fund is long
term capital appreciation. The Equity Fund will invest primarily in equity
securities of companies (in excess of $500 million in market capitalization)
with strong earnings potential and will strive for high over-all return while
minimizing risk through the selection of quality dividend paying equity
securities. The securities of such companies will generally be traded on
national securities exchanges and in the over-the-counter market.
Under normal market conditions, the Equity Fund will invest substantially all,
but in no event less than 65%, of its assets in equity securities, which are
defined as common stocks, preferred stocks, securities convertible into common
stocks, warrants and any rights to purchase common stocks. The remainder of the
Equity Fund's assets may be invested in any combination of U.S. Government
Obligations or other fixed income securities (consisting of bonds, notes and
debentures of corporate issuers) and repurchase agreements collateralized by
such fixed income securities. The Equity Fund will invest in corporate debt
securities only if they are rated within the three highest rating categories at
the time of purchase by a nationally recognized statistical rating organization
("NRSRO") or, if unrated are deemed by the Adviser to be of comparable quality.
The Equity Fund may also use call options on equity securities, as described
below.
The Equity Fund may, for daily cash management purposes, also invest in high
quality money market securities (commercial paper, certificates of deposit and
bankers' acceptances), as well as the repurchase agreements referred to above.
In addition, the Equity Fund may invest, without limit, in any combination of
the U.S. Government Obligations, money market instruments and repurchase
agreements referred to above when, in the opinion of the Adviser, it is
determined that a temporary defensive position is warranted based upon current
market conditions. The Equity Fund may also invest in securities of other
investment companies including the other investment portfolios advised by the
Adviser, as described more fully under "Other Investment Policies."
Subject to the foregoing limitations, the Equity Fund may invest in foreign
securities through the purchase of sponsored or unsponsored American Depository
Receipts ("ADRs"). Ownership of unsponsored ADRs may not entitle the Equity Fund
to financial or other reports from the issuer, to which it would be entitled as
11
<PAGE> 14
the owner of sponsored ADRs. 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 taxation at the source, or the adoption of other foreign
governmental restrictions. For additional information regarding the special
risks associated with investments in foreign securities, see "Foreign
Investments" in the Statement of Additional Information.
OTHER INVESTMENT POLICIES OF THE FUNDS
U.S. GOVERNMENT OBLIGATIONS
The types of U.S. Government Obligations invested in by a Fund will include
obligations issued by or guaranteed as to payment of principal and interest by
the full faith and credit of the U.S. Treasury, consisting of 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; still others, such as those of the Federal Farm Credit Banks or the
Federal Home Loan Mortgage Corporation, 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. A Fund will invest in
the obligations of such agencies or instrumentalities only when the Adviser
believes that the credit risk with respect thereto is minimal. The U.S.
Government does not guarantee the market value of any security; therefore, the
market value of the U.S. Government Obligations in a Fund's portfolio and of the
Shares of a Fund can be expected to fluctuate as interest rates change.
MASTER DEMAND NOTES
The Money Market Fund, Intermediate Government Fund and the Tax-Free Fund may
each invest in master demand notes in order to satisfy short-term needs or, if
warranted, as part of a temporary defensive investment strategy. Such notes are
demand obligations that permit the investment of fluctuating amounts at varying
market rates of interest pursuant to arrangements between the issuer and a
United States commercial bank acting as agent for the payees of such notes.
Master demand notes are direct lending arrangements between the Fund and the
issuer of such notes. Master demand notes are callable on demand by the Fund,
but are not marketable to third parties. The quality of master demand notes will
be reviewed by the Adviser or Sub-Adviser, as applicable, at least quarterly,
which review will consider the earning power, cash flow and debt-to-equity
ratios indicating the borrower's ability to pay principal together with accrued
interest on
12
<PAGE> 15
demand. While master demand notes are not typically rated by credit rating
agencies, issuers of such notes must satisfy the same criteria for the Tax-Free
Fund set forth above for commercial paper.
MORTGAGE-RELATED AND ASSET-BACKED SECURITIES
Mortgage-related securities in which the Intermediate Government Fund may
invest represent pools of mortgage loans assembled for sale to investors by
various governmental agencies (such as the Government National Mortgage
Association) and government-related organizations (such as the Federal National
Mortgage Association and the Federal Home Loan Mortgage Corporation), as well as
by private issuers (such as commercial banks, savings and loan institutions,
mortgage bankers and private mortgage insurance companies). Collateralized
mortgage obligations structured as pools of mortgage pass-through certificates
or mortgage loans ("CMOs") will be purchased only if they meet the rating
requirements set forth above with respect to the Intermediate Government Fund's
investments in debt securities of U.S. corporations. The Fund intends to limit
its investment in asset backed securities issued by private issuers to no more
than 25% of its total assets. For additional information on the Intermediate
Government Fund's investments in mortgage-related securities, see the Statement
of Additional Information.
Although certain mortgage-related securities may be guaranteed by a third
party or otherwise similarly secured, the market value of the security, which
may fluctuate, is not so secured. Thus, for example, if the Intermediate
Government Fund purchases a mortgage-related security at a premium, that portion
may be lost if there is a decline in the market value of the security whether
due to changes in interest rates or prepayments of the underlying mortgage
collateral. As with other interest-bearing securities, the prices of
mortgage-related securities are inversely affected by changes in interest rates.
Although the value of a mortgage-related security may decline when interest
rates rise, the converse is not necessarily true since, in periods of declining
interest rates, the mortgages underlying the securities are prone to prepayment.
For this and other reasons, the stated maturity of a mortgage-related security
may be shortened by unscheduled prepayments on the underlying mortgages and,
accordingly, it is not possible to predict accurately the security's return to
the Intermediate Government Fund. In addition, regular payments received in
respect to mortgage-related securities include both interest and principal. No
assurance can be given as to the return the Intermediate Government Fund will
receive when these amounts are reinvested.
Certain debt securities such as, but not limited to, mortgage-related
securities, asset-backed securities and securitized loan receivables, as well as
securities subject to prepayment of principal prior to the stated maturity date,
are expected to be repaid prior to their stated maturity dates. As a result, the
effective maturity of these securities is expected to be shorter than the stated
maturity. For purposes of compliance with stated maturity policies and
calculation of the Intermediate Government Fund's weighted average maturity, the
effective maturity of such securities will be used.
Asset-backed securities (unrelated to first mortgage loans) in which the
Intermediate Government Fund may invest represent fractional interests in pools
or leases, retail installment loans or revolving credit receivables, both
secured (such as Certificates for Automobile Receivables or "CARSSM") and
unsecured (such as Credit Card Receivable Securities or "CARDSSM"). These assets
are generally held by a trust and payments of principal and interest or interest
only are passed through monthly or quarterly to certificate
13
<PAGE> 16
holders and may be guaranteed up to certain amounts by letters of credit issued
by a financial institution affiliated or unaffiliated with the trustee or
originator of the trust. Asset-backed securities will be purchased only if they
meet the rating requirements set forth above with respect to the Intermediate
Government Fund's investments in debt securities of U.S. corporations.
Like mortgages underlying mortgage-backed securities, underlying automobile
sales contracts or credit card receivables are subject to prepayment, which may
reduce the overall return to certificate holders. Nevertheless, principal
repayment rates tend not to vary much with interest rates and the short-term
nature of the underlying car loans or other receivables tend to dampen the
impact of any change in the prepayment level. Certificate holders may also
experience delays in payment on the certificates if the full amounts due on
underlying sales contracts or receivables are not realized by the trust because
of unanticipated legal or administrative costs or enforcing the contracts or
because of depreciation or damage to the collateral (usually automobiles)
securing certain contracts, or other factors. If consistent with its investment
objective and policies, the Intermediate Government Fund may invest in other
asset-backed securities that may be developed in the future, provided that
adequate disclosure has first been made in the Prospectus or any supplement
thereto.
Issuers of mortgage-backed and asset-backed securities often issue one or more
classes of which one (the "Residual") is in the nature of equity. The
Intermediate Government Fund will not invest in any Residual. Mortgage-related
securities and asset-backed securities may include instruments that are also
referred to as derivative instruments.
CALL OPTIONS
The Equity Fund may 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 the Equity 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, the Equity 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 Equity Fund previously wrote on any particular securities. When
a portfolio security subject to a call option is sold, the Equity Fund may
effect a closing purchase transaction to close out any existing call option on
that security. If the Equity 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 Equity Fund delivers the underlying security upon
exercise. Under normal conditions, it is not expected that the Equity Fund would
permit the underlying value of its portfolio securities subject to such options
to exceed 25% of its net assets.
PUTABLE SECURITIES
The Intermediate Government Fund and the Tax-Free Fund may acquire puts with
respect to fixed income securities or Municipal Securities as described above.
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
14
<PAGE> 17
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 putable securities 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 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.
LENDING OF PORTFOLIO SECURITIES
From time to time in order to generate additional income, a Fund may lend its
portfolio securities, provided such action is consistent with its investment
objective, policies, and restrictions. During the time portfolio securities are
on loan, the borrower will pay a Fund any dividends or interest paid on the
securities. In addition, loans will be subject to termination by a Fund or the
borrower at any time.
A Fund will enter into loan arrangements only with broker-dealers, banks or
other institutions that are not affiliated directly or indirectly with the Group
and which the Adviser has determined are creditworthy under guidelines
established by the Group's Board of Trustees. While the lending of securities
may subject a Fund to certain risks, such as delays or an inability to regain
the securities in the event the borrower defaults on its lending agreement or
enters into bankruptcy, a Fund will receive 100% collateral on loaned securities
in the form of cash or U.S. Government Obligations. This collateral will be
valued daily by the Adviser and, should the market value of the loaned
securities increase, the borrower will be required to furnish additional
collateral to the Fund. Although each of the Funds does not expect to do so on a
regular basis, it may lend portfolio securities in amounts representing up to
one-third of the value of the Fund's total assets. Fees earned by the Tax-Free
Fund from lending its securities will constitute taxable income to the Fund
which, when distributed to shareholders, will likewise generally be treated as
taxable income.
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS
A 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.
15
<PAGE> 18
The Intermediate Government Fund's, the Tax-Free Fund's and the Money Market
Fund's commitments to purchase when-issued securities will not exceed 25%, and
the Equity Fund's commitments will not exceed 5% of the value of its 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 also invest up to 5% of its total assets in another
investment company, not to exceed 10% of the value 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 mutual funds
other than the Funds. Additional restrictions on a Fund's investments in the
securities of other mutual funds are contained in the Statement of Additional
Information.
The Funds will not execute portfolio transactions through, acquire portfolio
securities issued by, make savings deposits in, or enter into repurchase
agreements or reverse repurchase agreements with the Adviser, the Distributor or
their affiliates, and will not give preference to the Adviser's correspondents
with respect to such transactions, securities, savings deposits, and agreements.
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).
Each of the Funds will not:
1. 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.
2. 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) there is no limitation
with respect to Municipal Securities, which, for purposes of this limitation
only, do not include private activity bonds that are backed only by the assets
and revenues of a non-governmental user; (c) 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 (d) 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.
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<PAGE> 19
3. Borrow money or issue senior securities, except that a Fund may borrow
from banks or enter into reverse repurchase agreements for temporary purposes
in amounts up to 10% 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 10% of the value of the Fund's total assets
at the time of its borrowing. The Funds will not purchase securities while
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding.
4. 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 enter into repurchase agreements.
The Tax-Free Fund will not:
1. Write or sell puts, calls, straddles, spreads or combinations thereof
except that the Fund may acquire puts with respect to Municipal Obligations in
its portfolio and sell those puts in conjunction with a sale of those
Municipal Obligations.
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 Statement of Additional Information.
VALUATION OF SHARES
The net asset value of each of the Funds, except the Money Market Fund, is
determined and its Shares are priced as of the close of the New York Stock
Exchange (the "NYSE") (generally 3:00 p.m., Central Time) on each Business Day.
The net asset value of the Money Market Fund is determined and its Shares are
priced as of 11:00 a.m. and as of the close of the NYSE (generally 3:00 p.m.,
Central Time) on each Business Day ("Valuation Times"). As used herein, a
"Business Day" constitutes any day on which the NYSE is open for trading, the
Federal Reserve Bank of Chicago is open, 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, or days during
which no Shares are tendered for redemption and no orders to purchase Shares are
received. Currently, either the NYSE or the Federal Reserve Bank of Chicago is
closed on the customary national business holidays of New Year's Day, Martin
Luther King, Jr., Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day and Christmas Day. Net
asset value per Share for purposes of pricing sales and redemptions 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.
For the Intermediate Government Fund, the Tax-Free Fund and the Equity Fund
(the "Variable NAV Funds"), the net asset value per share will fluctuate as the
value of the Variable NAV Fund's investment portfolio changes.
The securities in the Variable NAV Funds will be valued at market value.
Investments in debt securities with remaining maturities of 60 days or less may
be valued based upon the amortized cost method. If market quotations are not
available, the securities will be valued by a method which the Board of Trustees
believes
17
<PAGE> 20
accurately reflects fair value. For further information about valuation of
investments, see "NET ASSET VALUE" in the Statement of Additional Information.
The assets in the Money Market Fund are valued based upon the amortized cost
method, which the Trustees of the Group believe fairly reflect the market-based
net asset value per Share. Pursuant to rules and regulations of the Commission
regarding the use of the amortized cost method, the Money Market Fund will
maintain a dollar-weighted average portfolio maturity of 90 days or less.
Although the Group seeks to maintain the Money Market Fund's net asset value per
share at $1.00, there can be no assurance that the net asset value will not
vary.
HOW TO PURCHASE AND REDEEM SHARES
DISTRIBUTOR
Shares of the Funds are sold on a continuous basis by the Group's Distributor,
The Winsbury Company. The principal office of the Distributor is 1900 East
Dublin-Granville Road, Columbus, Ohio 43229. If you wish to purchase Shares,
contact the Funds at (800) 706-FUND.
PURCHASES OF SHARES
Shares of the Funds are continuously offered and may be purchased directly
either by mail, by telephone or by wire. 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 and
$250 for subsequent purchases. For purchases that are made in connection with
401(k) plans, individual retirement accounts, 403(b) plans and other similar
plans or payroll deduction plans, the minimum investment amount is $250 for
initial purchases and $50 for subsequent purchases. (But, see "HOW TO PURCHASE
AND REDEEM SHARES--Auto Invest Plan" below for minimum investment requirements
under the Auto Invest Plan).
Shares of the Variable NAV Funds are purchased at the next calculated net
asset value per Share after the Distributor's agent's receipt of an order in
good form plus a sales charge ("Public Offering Price") (see "HOW TO PURCHASE
AND REDEEM SHARES--Sales Charges" below). Shares of the Money Market Fund are
purchased at the next calculated net asset value per Share of the Fund after the
Distributor's agent's receipt of an order in good form.
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 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.
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<PAGE> 21
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:
Brenton Mutual Funds
Department L-1413
Columbus, OH 43260-1413
An Account Application form can be obtained by calling the Funds at (800)
706-FUND. 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 the Funds at (800) 706-FUND, if
your Account Application has been previously received by the Funds. Payment for
Shares ordered by telephone is made by wiring funds 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
Shares may also be purchased through procedures established by the Funds in
connection with the requirements of qualified accounts maintained by or on
behalf of certain persons ("Customers") by Brenton Bank, N.A., its related
companies or their correspondents ("Banks"). Shares of a Fund sold to the Banks
acting in a fiduciary, advisory, custodial, or other similar capacity on behalf
of Customers will normally be held of record by the Banks. With respect to
Shares sold, it is the responsibility of the holder of record to transmit
purchase or redemption orders to the Funds and to deliver funds for the purchase
thereof on a timely basis.
Purchases of Shares in a Fund will be effected only on a Business Day (as
defined in "VALUATION OF SHARES"). The public offering price of the Variable NAV
Funds will be the net asset value per Share (see "VALUATION OF SHARES"), as
determined on the Business Day the order is received in good form by the Funds,
but only if the Funds receive the order by the last Valuation Time. Otherwise,
the price will be determined as of the Valuation Time on the next Business Day.
Shares of the Money Market Fund are purchased at the net asset value per Share
(see "VALUATION OF SHARES") next determined after receipt by the Funds of an
order in good form to purchase Shares. An order to purchase Shares will be
deemed to have been received by the Funds only if federal funds with respect
thereto are available to the Money Market Fund's custodian for investment on the
same day the order is received. Federal funds are monies credited to a bank's
account with a Federal Reserve Bank. Payment for an order to purchase Shares
which is transmitted by federal funds wire will be available the same day for
investment by the Funds' custodian, if received prior to the last Valuation Time
(see "VALUATION OF SHARES"). Payments transmitted by other means (such as by
check drawn on a member of the Federal
19
<PAGE> 22
Reserve System) will normally be converted into federal funds within two banking
days after receipt. The Money Market Fund strongly recommends that investors of
substantial amounts use federal funds to purchase Shares.
Shares of the Money Market Fund purchased before 11:00 a.m., Central Time,
begin earning dividends on the same Business Day. Shares purchased after 11:00
a.m., Central Time, begin earning dividends on the next Business Day. All Shares
continue to earn dividends through the day before their redemption.
Depending upon the terms of the particular Customer account, the Banks may
charge a Customer account fees for services provided in connection with
investments in a Fund. Information concerning these services and any charges
will be provided by the Banks. This Prospectus should be read in conjunction
with any such information so received from the Banks.
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 drafts or 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. Sending confirmations for purchases and redemptions of
Shares held by a Bank on behalf of its Customer will be the responsibility of
the Bank. 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 Variable NAV Funds equals the sum
of the net asset value per Share plus a sales load in accordance with the tables
below. The Distributor 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 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. Shares of the Money
Market Fund are sold at net asset value without imposition of a sales charge.
SALES CHARGES FOR THE EQUITY FUND
<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............................. 4.17% 4.00% 3.60%
$50,000 but less than $250,000................ 3.63 3.50 3.15
$250,000 but less than $500,000............... 3.09 3.00 2.70
$500,000 but less than $1,000,000............. 2.56 2.50 2.25
$1,000,000 or more............................ 2.04 2.00 1.80
</TABLE>
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<PAGE> 23
SALES CHARGES FOR THE INTERMEDIATE GOVERNMENT FUND AND THE TAX-FREE FUND
<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............................. 3.63% 3.50% 3.15%
$50,000 but less than $250,000................ 3.09 3.00 2.70
$250,000 but less than $500,000............... 2.56 2.50 2.25
$500,000 but less than $1,000,000............. 2.04 2.00 1.80
$1,000,000 or more............................ 1.52 1.50 1.35
</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 Distributor, at its expense, will also provide additional compensation to
dealers in connection with sales of Shares of a Fund. Such compensation will
include financial assistance to dealers 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 will be made available only
to certain dealers whose representatives have sold or are expected to sell a
significant amount of Shares. Compensation will also 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 promotional contests: (1) vacation trips, including the
provision or 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.
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 Purchasers.
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SALES CHARGE WAIVERS
The following classes of investors may purchase Shares of the Variable NAV
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 and its 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 or members of groups for whom the Adviser or one of its
affiliates acts in a fiduciary, advisory, custodial, agency or
similar capacity; and
(5) investors whose shares are owned and purchases made on behalf of
other investment companies distributed by The BISYS Group, Inc.
or its affiliated companies.
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
Variable NAV 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 load mutual fund. 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.
BRENTON MUTUAL FUND INDIVIDUAL RETIREMENT ACCOUNT ("IRA")
A Brenton Mutual Fund IRA enables individuals, even if they participate in an
employer-sponsored retirement plan, to establish their own retirement program.
Brenton Mutual Fund IRA contributions may be tax-deductible and earnings are
tax-deferred. Under the Tax Reform Act of 1986, the tax deductibility of 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 may earn income on a tax-deferred basis.
All Brenton Mutual Fund IRA distribution requests must be made in writing to
the Distributor. Any additional deposits to an IRA must distinguish the type and
year of the contribution.
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For more information on a Brenton Mutual Fund IRA call the Funds at (800)
706-FUND. Investment in Shares of the Tax-Free Fund would not be appropriate for
any IRA. Shareholders are advised to consult a tax adviser on IRA contribution
and withdrawal requirements and restrictions.
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 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. A Purchaser can only designate accounts that are open at the
time the Letter of Intent is executed.
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) 706-FUND. This program, however, may be modified or
eliminated at any time or from time to time without notice.
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<PAGE> 26
CONCURRENT PURCHASES AND RIGHT OF ACCUMULATION
A Purchaser may qualify for a reduced sales charge by combining concurrent
purchases of Shares of one or more of the Variable NAV Funds or by combining a
current purchase of Shares of a Variable NAV Fund with prior purchases of Shares
of any Variable NAV Fund sold subject to a sales charge. The applicable sales
charge is based on the sum of (i) the Purchaser's current purchase of shares of
any a Variable NAV Fund sold with a sales charge plus (ii) the then-current net
asset value of all Shares held by the Purchaser in any Variable NAV Fund sold
with a sales charge. The purchaser's combined purchases described above shall
include the combined purchases or holdings of the purchaser, the purchaser's
spouse and children under the age of 21 and the purchaser's retirement plan
accounts. 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.
AUTO INVEST PLAN
The Auto Invest Plan enables Shareholders of the Funds to make regular
monthly, bi-monthly or quarterly purchases of Shares through automatic
deductions from their bank accounts (which must be with a domestic member of the
Automated 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 $250; the minimum amount for subsequent
investments in a Fund is $25. To participate in the Auto Invest Plan,
Shareholders should complete the appropriate section of the Account Application
which can be acquired by calling (800) 706-FUND. For a Shareholder to change the
Auto Invest amount, the request must be made in writing to the Funds.
EXCHANGE PRIVILEGE
The Funds offer an exchange program whereby Shareholders are entitled to
exchange their Shares for Shares of the other Funds. Such exchanges will be
executed on the basis of the relative net asset values of the Shares exchanged.
Exchanges will be subject to a sales charge, representing the difference between
the sales charge already paid, if any, on a Fund held and the sales charge
applicable to a direct purchase of the Fund being exchanged into. Under such
circumstances, in order to receive a reduced sales charge, the Shareholder must
notify the Transfer Agent or Distributor that a sales charge was originally paid
and provide the Transfer Agent or the Distributor with sufficient information to
permit confirmation of qualification.
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. The exchange privilege is only available in states where the
exchange may legally be made. 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 the Funds at
(800) 706-FUND or by providing written instructions to the Funds. An investor
should consult the Distributor for further information regarding exchanges.
During periods of
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<PAGE> 27
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 Distributor 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 Funds by the last 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.
The Funds' exchange privilege is not intended to afford shareholders a way to
speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Funds and increase transaction costs, the Funds have
established a policy of limiting excessive exchange activity. Exchange activity
will not be deemed excessive if limited to four substantive exchange redemptions
from a Fund during any calendar year.
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.
Redemptions may ordinarily be requested by mail or by telephone.
All or part of a Customer's Shares may be required to be redeemed in
accordance with instructions and limitations pertaining to his or her account
held by a Bank. For example, if a Customer has agreed to maintain a minimum
balance in his or her account, and the balance in that account falls below that
minimum, the Customer may be obliged to redeem, or the Bank may redeem for and
on behalf of the Customer, all or part of the Customer's Shares to the extent
necessary to maintain the required minimum balance. There may be no notice
period affording Shareholders an opportunity to increase the account balance in
order to avoid an involuntary redemption under these circumstances.
REDEMPTION BY MAIL
A written request for redemption must be received by the Funds in order to
honor the request. The Funds' address is: Department L-1413, Columbus, Ohio
43260-1413. 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
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proceeds are either mailed or wired to a commercial bank account previously
designated. There is no charge for having redemption requests mailed to a
designated bank account.
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. Redemption requests may be made by the
Shareholder by telephone to the Funds at (800) 706-FUND. The then-current wire
redemption charge may be deducted from the proceeds of a wire redemption. This
charge is presently $15.00 for each wire redemption. There is no charge for
having payment of redemption requests mailed or sent via the Automated Clearing
House to a designated bank account. It is not necessary for Shareholders to
confirm telephone redemption requests in writing. If telephone privileges were
not originally selected on the Account Application, the Shareholder must provide
written instructions to the Funds to add it. For further information see "HOW TO
PURCHASE AND REDEEM SHARES--Telephone Privileges."
REDEMPTION BY CHECK
Free check writing is available for the Money Market Fund. With this service,
a shareholder may write up to five checks a month in amounts of $500 or more. To
establish this service and to obtain checks at the time the account is opened, a
shareholder must complete the Signature Card that accompanies the Application
Form. To establish this service and obtain checks after opening an account in
the Money Market Fund, the shareholder must contact the Funds by telephone or
mail to obtain an Application Form and complete and return the Signature Card. A
shareholder will receive the dividends and distributions declared on the Shares
to be redeemed up to the day that a check is presented for payment. Upon 30
days' prior written notice to Shareholders, the check writing privilege may be
modified or terminated. An investor may not close a Fund account by writing a
check.
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 at the net asset value on the
dates of the withdrawal and forward the amount specified to the Shareholder. A
Shareholder must have $10,000 invested in a Fund prior to implementing the Auto
Withdrawal Plan. The required minimum withdrawal is $100. To participate in the
Auto Withdrawal Plan, Shareholders should call (800) 706-FUND 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 or to discontinue the
feature, the request must be made in writing to the Distributor.
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 (subject to the imposition of a contingent deferred sales
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charge, if applicable). Payment to Shareholders for Shares redeemed will be made
within seven days after receipt by the Funds of the request for redemption.
However, to the greatest extent possible, the Funds will attempt to honor
requests from Shareholders for next day payments upon redemption of Shares if
the request for redemption is received by the Distributor before the Valuation
Time, for the Variable NAV Funds, and for same day payments if the request for
redemption is received by the Distributor before 11:00 a.m., Central Time, on a
Business Day for the Money Market Fund, unless it would be disadvantageous to a
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 15 days or more. Each 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 involuntarily 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 (other than a retirement 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.
Each Fund may refuse to open an account or may involuntarily redeem the shares
held by an investor who has failed to provide a Fund with a certified taxpayer
identification number or such other tax-related certifications as may be
required. In addition, each Fund may close an account by redeeming its Shares in
full at net asset value upon the failure of a Shareholder who has completed an
"awaiting TIN" certification to provide a Fund with a certified social security
or taxpayer identification number within 60 days after opening the account.
Shareholders will receive 30 days' notice of a Fund's intention to close their
account unless the proper information is provided.
See "ADDITIONAL PURCHASE AND REDEMPTION INFORMATION--Matters Affecting
Redemption" in the Statement of Additional Information for examples of when the
Group may, under 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.
TELEPHONE PRIVILEGES
As noted above, Shareholders may exchange or redeem Shares by telephone if
they have previously elected the privilege on the Account Application or
otherwise informed the Funds 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 Distributor by telephone, a Shareholder may
also mail the redemption request to the
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Distributor at the address listed above under "HOW TO PURCHASE AND REDEEM
SHARES-- Redemption by Mail."
Neither the Distributor, the Transfer Agent, the Adviser 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 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 its 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.
DIVIDENDS AND TAXES
DIVIDENDS
The Money Market Fund intends to declare its net investment income daily as a
dividend to Shareholders at the close of business on the day of declaration. The
Intermediate Government Fund and Tax-Free Fund each intend to declare their net
investment income monthly as a dividend to Shareholders at the close of business
on the day of declaration. These Funds will generally pay such dividends
monthly. The Equity Fund intends to declare its net investment income quarterly
as a dividend to Shareholders at the close of business on the day of
declaration, and generally 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 Department L-1413, Columbus, Ohio 43260-1413, and will become effective
with respect to dividends and distributions having record dates after its
receipt by the Funds. Dividends are paid in cash not later than seven business
days after a Shareholder's complete redemption of his or her Shares.
FEDERAL TAXES
The following discussion is intended for general information only. An investor
should consult with his or her own tax adviser as to the tax consequences of an
investment in the Funds, including the status of distributions from the Funds
under applicable state or local law.
Each Fund intends to qualify annually and elect to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as amended (the
"Code"). To qualify, each Fund must meet certain income, distribution and
diversification requirements. In any year in which a Fund qualifies as a
regulated investment company and timely distributes all of its income and
substantially all of its net tax-exempt interest income, the Fund generally will
not pay any U.S. federal income or excise tax.
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Dividends that are distributed by a Fund that are derived from interest income
exempt from federal income tax and are designated by the Fund as
"exempt-interest dividends" will be exempt from federal income taxation.
However, if tax exempt interest earned by the Fund constitutes an item of tax
preference for purposes of the alternative minimum tax, then a portion of the
exempt-interest dividends paid by the Fund may likewise constitute an item of
tax preference. Only the Tax-Free Fund is expected to be eligible to designate
certain of its dividends as "exempt-interest dividends."
Dividends paid out of a Fund's investment company taxable income (including
dividends, taxable interest and net short-term capital gains) will be taxable to
a U.S. Shareholder as ordinary income. Except with respect to the Equity Fund,
no portion of a Fund's income is expected to consist of dividends paid by U.S.
corporations, so no portion of the dividends paid by a Fund is expected to be
eligible for the corporate dividends-received deduction. Distributions of net
capital gains (the excess of net long-term capital gains over net short-term
capital losses), if any, designated by a Fund as capital gain dividends are
taxable as long-term capital gains, regardless of the length of time the
Shareholder has held a Fund's Shares. Dividends are generally treated in the
same manner whether received in cash or reinvested in additional Fund Shares.
A distribution will be treated as paid on December 31 of the current calendar
year if it is declared by a Fund in October, November or December with a record
date in such a month and paid by a Fund during January of the following calendar
year. Such distributions will be treated as received by Shareholders in the
calendar year in which the distributions are declared, rather than the calendar
year in which the distributions are received.
Shareholders will be advised at least annually as to the source of
distributions earned by their fund each year. Shareholders are advised to
consult their tax advisors concerning the application of state and local taxes
which may differ from the federal tax consequences described above.
Investments in securities that are issued at a discount will result in income
to a Fund each year equal to a portion of the excess of the face value of the
securities over their issue price, even though the Fund receives no cash
interest payments from the securities. Such income generally will, however, have
to be distributed on a timely basis.
A portion of the income earned by the Tax-Free Fund may be taxable rather than
tax-exempt. Accordingly, a portion of the dividends paid by the Fund may be
taxable to shareholders. Shareholders should be aware that redeeming shares of
the Tax-Free Fund after tax-exempt interest income has been accrued by the Fund
but before that income has been distributed as a dividend may be
disadvantageous. This is because the gain, if any, on the redemption will be
taxable, even though such gain may be attributable in part to the accrued tax-
exempt interest which, if distributed to the shareholder as a dividend rather
than as redemption proceeds, might have qualified as an exempt-interest
dividend.
Any gain or loss realized by a Shareholder upon the sale or other disposition
of Shares of a Fund, or upon receipt of a distribution in complete liquidation
of a Fund, generally will be a capital gain or loss which will be long-term or
short-term, generally depending upon the Shareholder's holding period for the
Shares.
The Funds may be required to withhold U.S. federal income tax at the rate of
31% of all distributions payable to Shareholders who fail to provide the Fund
with their correct taxpayer identification number or to make required
certifications, or who have been notified by the IRS that they are subject to
backup
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withholding. Backup withholding is not an additional tax. Any amounts withheld
may be credited against the Shareholder's U.S. federal income tax liability.
Further information relating to tax consequences is contained in the Statement
of Additional Information.
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.
Fund distributions 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. In certain states, distributions of the Tax-Free Fund
which are derived from interest on obligations of that state or its
municipalities or any political subdivisions thereof may be exempt from state
and local taxes. Shareholders should consult their own tax advisers regarding
the possible exclusion for state and local income tax purposes of the portion of
dividends paid by the 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.
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. 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 Distributor 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 performing the duties of their offices.
Winsbury 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
Brenton Bank, N.A., 400M Locust Street, Des Moines, Iowa, serves as the
investment adviser for the Funds. Brenton Bank, N.A. is a wholly-owned
subsidiary of Brenton Banks, Inc., a multibank holding company headquartered in
Des Moines. Brenton Banks, Inc. is currently comprised of 14 financial
institutions
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with more than 40 locations throughout Iowa. The first Brenton Bank was founded
in 1881. In 1948, Brenton Banks, Inc. became Iowa's first bank holding company
and presently has more than $1.1 billion in total assets.
Brenton Bank, N.A., through its Trust & Investment Management Division, has
been managing customer assets for over 60 years and currently provides fiduciary
and investment management service to clients throughout the midwest. The Trust &
Investment Management Division provides trust investment management and
custodial services for over $1.6 billion of trust assets.
The following individuals serve as portfolio managers for the Funds and are
primarily responsible for the day-to-day management of each Fund's portfolio:
DARRELL H. WRIGHT, CFA--Mr. Wright holds a BBA degree in Finance from
Iowa State University. He has been involved in investment management
for more than twelve years and is currently an instructor for the
Schools of Banking. In 1987 he obtained his Chartered Financial Analyst
designation.
DOUGLAS P. MUENZENMAY--Mr. Muenzenmay holds a BA degree in Economics
from the University of Iowa. His background includes securities
brokerage and investment planning.
Subject to the general supervision of the Group's Board of Trustees and in
accordance with a Fund's investment objective, policies and restrictions, the
Adviser manages the investments of a Fund, makes decisions with respect to and
places orders for all purchases and sales of a Fund's portfolio securities, and
maintains a Fund's records relating to such purchases and sales.
For the services provided and expenses assumed pursuant to its investment
advisory agreement with the Group, the Adviser receives fees computed daily and
paid monthly, at the following annual rates: Money Market Fund--up to forty
one-hundredths of one percent (.40%) of the Fund's first $250 million in net
assets and up to thirty one-hundredths of one percent (.30%) of the Fund's net
assets in excess of $250 million; Intermediate Government Fund--up to fifty
one-hundredths of one percent (.50%) of the Fund's first $25 million in net
assets and up to thirty one-hundredths of one percent (.30%) of the Fund's net
assets in excess of $25 million; Tax-Free Fund--up to forty one-hundredths of
one percent (.40%) of the Fund's first $25 million of net assets and up to
thirty one-hundredths of one percent (.30%) of the Fund's net assets in excess
of $25 million; and Equity Fund--up to seventy four one-hundredths of one
percent (.74%) of the Fund's first $25 million of net assets and up to sixty
one-hundredths of one percent (.60%) of the Fund's net assets in excess of $25
million. The Adviser may periodically waive all or a portion of its advisory fee
to increase the net income of a Fund available for distribution as dividends.
The Adviser may not seek reimbursement of such waived fees at a later date. The
waiver of such fee will cause a Fund's yield to be higher than it would
otherwise be in the absence of such a waiver.
The Northern Trust Company, Chicago, Illinois (the "Sub-Adviser"), provides
sub-investment advisory services for the Money Market Fund. For the services
provided and expenses assumed pursuant to its sub-investment advisory agreement
with the Adviser in connection with the Money Market Fund, the Sub-Adviser
receives a fee computed daily and paid monthly by the Adviser at the annual rate
of .08% of the Money Market Fund's average daily net assets. The Sub-Adviser is
an Illinois state-chartered commercial bank and the principal subsidiary of
Northern Trust Corporation, a bank holding company.
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<PAGE> 34
ADMINISTRATOR AND DISTRIBUTOR
Winsbury is the administrator for the Funds and also acts as the Funds'
principal underwriter and distributor (the "Administrator" or the "Distributor,"
as the context indicates).
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 from each Fund equal to the lesser of a
fee computed daily and paid periodically, calculated at an annual rate of up to
twenty one-hundredths of one percent (.20%) of the Fund's average daily net
assets or such other fee as may be agreed upon in writing by such Fund and the
Administrator. The Administrator may periodically waive all or a portion of its
administrative fee to increase the net income of a Fund available for
distribution as dividends. The Administrator may not seek reimbursement of such
waived fees at a later date. The waiver of such fee 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.
EXPENSES
The Adviser and the Administrator each bear all expenses in connection with
the performance of their services as investment adviser and manager and
administrator, respectively, other than the cost of securities (including
brokerage commissions, if any) purchased for the Funds. See "MANAGEMENT OF THE
GROUP--Expenses" in the Statement of Additional Information.
DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
Pursuant to Rule 12b-1 under the 1940 Act, the Funds have adopted a
Distribution and Shareholder Services Plan (the "Plan"), under which such Funds
will pay a periodic amount calculated at an annual rate not to exceed fifty
one-hundredths of one percent (.50%) of the average daily net assets of the
Fund. These amounts would include the payment of a service fee of up to
twenty-five one-hundredths of one percent (0.25%) of the average daily net
assets of a Fund for activities or expenses related to account maintenance or
personal service to existing Shareholders. Such service fees may be paid to
banks (including Brenton Bank) for administrative and shareholder services and
to pay broker-dealers and other institutions for similar 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 the Distributor, its subsidiaries and its affiliates.
32
<PAGE> 35
Distribution and service related activities may include (1) the compensation
of dealers and other sales personnel for distribution assistance, (2) direct
advertising and marketing expenses, (3) expenses incurred in connection with
preparing, printing, mailing, distributing or publishing advertisements and
sales literature, (4) expenses incurred for printing and mailing Prospectuses
and Statements of Additional Information (except those used for regulatory
purposes or for distribution to existing Shareholders), and (5) other costs
associated with implementing and operating the Plan. Payments may be made
directly to the parties providing distribution assistance or to the Funds'
Distributor.
CUSTODIAN
Brenton Bank, N.A., 400 Locust Street, Des Moines, Iowa (the "Custodian")
serves as custodian for the Funds. Pursuant to the Custodian Agreement with the
Group, the Custodian receives compensation from each Fund for such services in
an amount equal to an asset-based fee plus fixed fees charged for certain
portfolio transactions and out-of-pocket expenses.
TRANSFER AGENCY AND FUND ACCOUNTING SERVICES
BISYS Fund Services Ohio, Inc. 1900 East Dublin-Granville Road, Columbus, Ohio
43229, serves as the Funds' transfer agent (the "Transfer Agent") pursuant to a
Transfer Agency Agreement for the Funds and receives a fee for such services.
BISYS Fund Services Ohio, Inc. 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, Inc. is a distinct legal entity from The
Winsbury Company (the Funds' Administrator and Distributor), BISYS Fund Services
Ohio, Inc. is considered to be an affiliated person of The Winsbury Company
under the 1940 Act due to, among other things, the fact that BISYS Fund Services
Ohio, Inc. is owned by substantially the same persons that directly or
indirectly own Winsbury.
BANKING LAWS
The Adviser believes that it possess the legal authority to perform the
advisory services and the administrative and shareholder support services for
the Funds contemplated by the investment advisory agreement and the Rule 12b-1
Agreement, as described in this Prospectus, without violation of applicable
banking laws and regulations. Future changes in Federal or state statutes and
regulations relating to permissible activities of banks or bank holding
companies and their subsidiaries and affiliates as well as further judicial or
administrative decisions or interpretations of present and future statutes and
regulations could change the manner in which the Adviser could continue to
perform such services for the Funds. It is not anticipated, however, that any
change in the Funds' method of operations would affect its net asset value per
share or result in financial losses to any Shareholder. See "MANAGEMENT OF THE
GROUP--Banking Laws" in the Statement of Additional Information for further
discussion of applicable law and regulations.
33
<PAGE> 36
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 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.
Annual or special meetings of shareholders are not generally required by the
Declaration of Trust, the 1940 Act or other applicable authority. To the extent
that such meetings are 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 therefor from Shareholders holding not less than 10% of the
outstanding votes of the Group. 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 applicable 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
34
<PAGE> 37
calculated similarly to average annual total return except that the return
figure is aggregated over the relevant period instead of annualized. Yield for
each of the Variable NAV Funds will be computed by dividing the Fund's net
investment income per share earned during a recent thirty day 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.
The yield of the Money Market Fund refers to the income generated by an
investment therein over a seven-day period (which period will be stated in the
advertisement). This income is then annualized. That is, the amount of income
generated by the investment during that week is assumed to be generated each
week over a 52-week period and is shown as a percentage of the investment. The
effective yield is calculated similarly but, when annualized, the income earned
by an investment in the Money Market Fund is assumed to be reinvested. The
effective yield is slightly higher than the yield because of the compounding
effect of this assumed reinvestment.
In addition, from time to time the Funds may present their respective
distribution rates in supplemental sales literature which will be preceded or
accompanied by a prospectus or in shareholders reports. Distribution rates will
be computed by dividing the distribution per share made by the Fund over a
twelve-month period by the maximum public 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
yield, because it includes capital items which are often non-recurring in
nature, whereas yield does not include such items.
The Tax-Free Fund may also present its tax equivalent yield which reflects the
amount of income subject to federal income taxation that a taxpayer would have
to earn in order to obtain the same after-tax income as that derived from the
yield of the Tax-Free Fund. The tax equivalent yield will be significantly
higher than the yield of the Tax-Free Fund.
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 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. Any fees charged by the Adviser or any of its
affiliates with respect to customer accounts for investing in shares of the
Funds will not be included in performance calculations; such fees, if charged,
will reduce the actual performance from that quoted.
Additional information regarding the investment performance of the Funds is
contained in the annual report of the Funds which 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.
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<PAGE> 38
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
Department L-1413, Columbus, Ohio 43260-1413, or by calling toll free (800)
706-FUND.
36
<PAGE> 39
INVESTMENT ADVISER
Brenton Bank, N.A.
400 Locust Street
Des Moines, Iowa
ADMINISTRATOR AND
DISTRIBUTOR
The Winsbury Company
1900 East Dublin-Granville Road
Columbus, Ohio 43229
LEGAL COUNSEL
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
AUDITORS
Ernst & Young LLP
10 West Broad Street
Suite 2300
Columbus, Ohio 43215
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
----
<S> <C>
PROSPECTUS SUMMARY............................ 2
FEE TABLE..................................... 4
FINANCIAL HIGHLIGHTS.......................... 6
INVESTMENT OBJECTIVES AND POLICIES
OF THE FUNDS................................ 8
OTHER INVESTMENT POLICIES
OF THE FUNDS................................ 12
INVESTMENT RESTRICTIONS....................... 16
VALUATION OF SHARES........................... 17
HOW TO PURCHASE AND
REDEEM SHARES............................... 18
DIVIDENDS AND TAXES........................... 28
MANAGEMENT OF THE GROUP....................... 30
GENERAL INFORMATION........................... 34
</TABLE>
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 GROUP OR BY THE
DISTRIBUTOR IN ANY JURISDICTION
IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.
_________________________________________
| |
| |
| BRENTON |
| MUTUAL FUNDS |
| |
| |
| U.S. GOVERNMENT MONEY MARKET FUND |
| |
| INTERMEDIATE U.S. GOVERNMENT SECURITIES |
| FUND |
| |
| INTERMEDIATE TAX-FREE FUND |
| |
| VALUE EQUITY FUND |
| |
| ____________ |
| |
| PROSPECTUS DATED JULY 31, 1995 |
| ____________ |
| |
| BRENTON Bank |
| Member FDIC |
| |
| INVESTMENT ADVISER |
| |
| [ LOGO ] |
| THE-WINSBURY-COMPANY |
| ADMINISTRATOR AND DISTRIBUTOR |
| |
|_________________________________________|
