1933 Act File No. 33-48933
1940 Act File No. 811-58437
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
Post-Effective Amendment No. ___10 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 11 X
THE SHAWMUT FUNDS
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
on _________________ pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)
X on June 21, 1994, pursuant to paragraph (a) of Rule 485.
Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of
1940, and:
X filed the Notice required by that Rule on December 15, 1993; or
intends to file the Notice required by that Rule on or about
____________; or
during the most recent fiscal year did not sell any securities pursuant
to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant
to Rule 24f-2(b)(2), need not file the Notice.
Copies to:
Thomas J. Donnelly, Esquire Charles H. Morin, Esquire
Houston, Houston & Donnelly Dickstein, Shapiro & Morin
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222
CROSS-REFERENCE SHEET
This Amendment to the Registration Statement of THE SHAWMUT FUNDS,
which consists of twelve portfolios: (1) Shawmut Prime Money Market Fund,
(a) Trust Shares and (b) Investment Shares; (2) Shawmut Intermediate
Government Income Fund, (a) Trust Shares and (b) Investment Shares; (3)
Shawmut Fixed Income Fund, (a) Trust Shares and (b) Investment Shares; (4)
Shawmut Limited Term Income Fund, (a) Trust Shares and (b) Investment
Shares; (5) Shawmut Growth Equity Fund, (a) Trust Shares and (b) Investment
Shares; (6) Shawmut Growth and Income Equity Fund, (a) Trust Shares and (b)
Investment Shares; (7) Shawmut Small Capitalization Equity Fund, (a) Trust
Shares and (b) Investment Shares; (8) Shawmut Connecticut Intermediate
Municipal Income Fund; (9) Shawmut Massachusetts Intermediate Municipal
Income Fund; (10) Shawmut Connecticut Municipal Money Market Fund, (a)
Trust Shares and (b) Investment Shares; (11) Shawmut Massachusetts
Municipal Money Market Fund; and (12) Shawmut Quantitative Equity Fund,
(a) Trust Shares and (b) Investment Shares, relates only to one of the
portfolios, Shawmut Quantitative Equity Fund, and is comprised of the
following:
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
Prospectus Heading
(Rule 404(c) Cross Reference)
Item 1. Cover Page (1-12) Cover Page.
Item 2. Synopsis (1-12) Synopsis; (1-12) Summary of
Fund Expenses.
Item 3. Condensed Financial
Information (1-11) Financial Highlights; (1-12)
Performance Information.
Item 4. General Description of
Registrant (1-12) General Information; (1-12) The
Shawmut Funds; (1-12) Objective and
Policies of Each Fund; (1,10,11) Money
Market Funds Investments and
Strategies; (2,3,4,8,9) Income Funds
Investments and Strategies; (5,6,7,12)
Equity Funds Investments and
Strategies; (1-12) Investment
Limitations; (1-7,10,12) Other Classes
of Shares; (1) Investment Risks; (1)
Regulatory Compliance; (8,10)
Connecticut Municipal Securities;
(8,10) Connecticut Investment Risks;
(9,11) Massachusetts Municipal
Securities; (9,11) Massachusetts
Investment Risks; (8-9) Municipal Bond
Insurance; (8,9,10,11)
Non-Diversification.
Item 5. Management of the Fund (1-12) The Shawmut Funds Information;
(1-12) Management of The Shawmut
Funds; (2,3,4,8,9) Distribution of
Income Funds' Shares; (1a,10a,11)
Distribution of Money Market Trust
Shares) (1b,10b) Distribution of Money
Market Investment Shares; (5,6,7,12)
Distribution of Equity Funds' Shares;
(1b, 2b, 3b, 4b, 5b, 6b, 7b, 8, 9,
10b, 11, 12b) Distribution Plan;
(1-12) Administration of the Fund;
(8,9,11) Expenses of the Fund;
(1-7,10,12) Expenses of the Fund and
(Trust or Investment) Shares.
Item 6. Capital Stock and Other
Securities (1-12) Dividends; (1-12) Capital
Gains; (1-12) Shareholder Information;
(1-12) Voting Rights; (1-12)
Massachusetts Partnership Law; (1-12)
Effect of Banking Laws; (1-12) Tax
Information; (1-12) Federal Income
Tax.
Item 7. Purchase of Securities Being
Offered (1-12) Net Asset Value; (1a, 2a, 3a,
4a, 5a, 6a, 7a, 10a, 12a) Investing in
Trust Shares); (1b, 2b, 3b, 4b, 5b,
6b, 7b, 8, 9, 10b, 11, 12b) Investing
in Investment Shares); (1-12) Through
Shawmut Bank; (1-12) Directly From the
Distributor; (1-12) Minimum Investment
Required; (1-12) What Shares Cost;
(1-12) Certificates and Confirmations;
(1-12) Exchange Privilege; (1-12)
Subaccounting Services; (1b, 2b, 3b,
4b, 5b, 6b, 7b, 8, 9, 10b, 11, 12)
Systematic Investment Program; (1-12)
Purchases at Net Asset Value; (1-12)
Sales Charge Reallowance; (1-12)
Reducing the Sales Charge; (1-12)
Quantity Discounts and Accumulated
Purchases; (1-12) Letter of Intent;
(1-12) Reinvestment Privilege; (1-12)
Concurrent Purchases.
Item 8. Redemption or Repurchase (1-12) Redeeming (Trust or Investment)
Shares; (1-12) Through Shawmut Bank;
(1-12) Directly From the (Equity,
Income, or Money Market) Funds; (1-12)
Receiving Payment; (1-12) Accounts
with Low Balances; (1-12) Systematic
Withdrawal Program; (1-12) Redemption
in Kind; (1b, 10b, 11) Checkwriting.
Item 9. Pending Legal Proceedings None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.
Item 10. Cover Page (1-12) Cover Page.
Item 11. Table of Contents (1-12) Table of Contents.
Item 12. General Information and
History (1-12) General Information About the
(Equity, Income, or Money Market)
Funds.
Item 13. Investment Objectives and
Policies (1-12) Investment Objectives and
Policies; (1-12) Investment
Limitations.
Item 14. Management of the Fund (1-12) The Shawmut Funds Management.
Item 15. Control Persons and Principal
Holders of Securities Not Applicable.
Item 16. Investment Advisory and Other
Services (1-12) Investment Advisory Services;
(1-12) Administrative Services.
Item 17. Brokerage Allocation (1-12) Brokerage Transactions.
Item 18. Capital Stock and Other
Securities Not applicable.
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered (1-12) Purchasing Shares; (1-12)
Determining Net Asset Value; (1-12)
Redeeming Shares; (1-12) Exchange
Privilege.
Item 20. Tax Status (1-12) Tax Status.
Item 21. Underwriters Not applicable.
Item 22. Calculation of Performance
Data (1-12) Yield; (1-12) Total Return;
(1-12) Performance Comparisons; (1)
Effective Yield; (8-11) Tax-Equivalent
Yield.
Item 23. Financial Statements (1-9) Incorporated into the Statement
of Additional Information by reference
to the Trust's Annual Report; (10-11)
Filed in Part A; (12) To be filed with
4-6 month update.
THE SHAWMUT FUNDS
EQUITY FUNDS
SHAWMUT GROWTH EQUITY FUND
SHAWMUT GROWTH AND INCOME EQUITY FUND
SHAWMUT QUANTITATIVE EQUITY FUND
SHAWMUT SMALL CAPITALIZATION EQUITY FUND
TRUST SHARES
COMBINED PROSPECTUS
The shares offered by this prospectus represent interests in Trust Shares of the
equity portfolios (collectively, the "Equity Funds" or individually, as
appropriate in context, the "Fund") of The Shawmut Funds (the "Trust"), an
open-end management investment company (a mutual fund). In addition to the
Equity Funds, the Trust consists of the following separate investment
portfolios, each having distinct investment objectives and policies:
INCOME FUNDS
Shawmut Connecticut Intermediate Municipal
Income Fund
Shawmut Fixed Income Fund
Shawmut Intermediate Government Income Fund
Shawmut Limited Term Income Fund
Shawmut Massachusetts Intermediate Municipal
Income Fund
MONEY MARKET FUNDS
Shawmut Connecticut Municipal Money
Market Fund
Shawmut Massachusetts Municipal Money
Market Fund
Shawmut Prime Money Market Fund
This combined prospectus contains the information you should read and know
before you invest in the Equity Funds. Keep this prospectus for future
reference. The Equity Funds have also filed a Combined Statement of Additional
Information for Trust Shares and Investment Shares dated , 1994, with
the Securities and Exchange Commission. The information contained in the
Combined Statement of Additional Information is incorporated by reference into
this prospectus. You may request a copy of the Combined Statement of Additional
Information free of charge, obtain other information, or make inquiries about
the Equity Funds by writing or calling the Trust.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE 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 SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF SHAWMUT
BANK, ARE NOT ENDORSED OR GUARANTEED BY SHAWMUT BANK, ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, NOR ARE THEY INSURED OR GUARANTEED BY THE
FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. MUTUAL FUNDS INVOLVE
INVESTMENT RISKS, INCLUDING FLUCTUATIONS IN VALUE AND EARNINGS, AND THE POSSIBLE
LOSS OF PRINCIPAL.
Prospectus dated , 1994
TABLE OF CONTENTS
SYNOPSIS 3
- ------------------------------------------------------
SUMMARY OF EQUITY FUND EXPENSES--
TRUST SHARES 4
- ------------------------------------------------------
FINANCIAL HIGHLIGHTS 5
- ------------------------------------------------------
GENERAL INFORMATION 8
- ------------------------------------------------------
THE SHAWMUT FUNDS 8
- ------------------------------------------------------
OBJECTIVE AND POLICIES OF EACH FUND 8
- ------------------------------------------------------
Growth Equity Fund 8
Investment Objective 8
Investment Policies 8
Acceptable Investments 9
Growth and Income Equity Fund 9
Investment Objective 9
Investment Policies 9
Acceptable Investments 9
Quantitative Equity Fund 9
Investment Objective 9
Investment Policies 9
Acceptable Investments 10
Small Capitalization Equity Fund 10
Investment Objective 10
Investment Policies 10
Acceptable Investments 10
EQUITY FUNDS INVESTMENTS AND STRATEGIES 11
- ------------------------------------------------------
Common Stock 11
Convertible Securities 11
Securities of Foreign Issuers 12
Options and Futures Contracts 12
Stock Index Futures, Swap Agreements,
Indexed Securities, and Options 12
Restricted and Illiquid Securities 13
When-Issued and Delayed Delivery
Transactions 13
Lending of Portfolio Securities 13
Temporary Investments 13
Repurchase Agreements 13
Investing in Securities of Other
Investment Companies 14
Investment Limitations 14
THE SHAWMUT FUNDS INFORMATION 15
- ------------------------------------------------------
Management of The Shawmut Funds 15
Board of Trustees 15
Investment Adviser 15
Advisory Fees 15
Adviser's Background 15
Sub-Adviser 16
Distribution of Equity Funds' Shares 16
Administration of the Equity Funds 16
Administrative Services 16
Custodian 17
Transfer Agent, Dividend Disbursing
Agent, and Portfolio Accounting
Services 17
Legal Counsel 17
Independent Accountants 17
Expenses of the Equity Funds
and Trust Shares 17
NET ASSET VALUE 18
- ------------------------------------------------------
INVESTING IN TRUST SHARES 18
- ------------------------------------------------------
Through Shawmut Bank 18
Directly from the Distributor 18
Minimum Investment Required 19
What Shares Cost 19
Subaccounting Services 19
Certificates and Confirmations 19
Dividends 19
Capital Gains 19
EXCHANGE PRIVILEGE 19
- ------------------------------------------------------
Exchanging Shares 19
Exchanging-by-Telephone 20
REDEEMING TRUST SHARES 20
- ------------------------------------------------------
Through Shawmut Bank 20
Directly from the Equity Funds 21
By Mail 21
Signatures 21
Receiving Payment 21
By Check 21
By Wire 22
Accounts with Low Balances 22
Redemption in Kind 22
SHAREHOLDER INFORMATION 22
- ------------------------------------------------------
Voting Rights 22
Massachusetts Partnership Law 22
EFFECT OF BANKING LAWS 23
- ------------------------------------------------------
TAX INFORMATION 23
- ------------------------------------------------------
Federal Income Tax 23
OTHER CLASSES OF SHARES 24
- ------------------------------------------------------
PERFORMANCE INFORMATION 24
- ------------------------------------------------------
SYNOPSIS
INVESTMENT OBJECTIVE
The Shawmut Funds offer you a convenient, affordable way to participate in
separate, professionally managed portfolios of securities. This prospectus
relates only to the Equity Funds of the Trust.
EQUITY FUNDS
- ------------------------------------------------------
SHAWMUT GROWTH EQUITY FUND
("Growth Equity Fund") seeks long-term capital appreciation by investing in
a diversified portfolio of growth-oriented equity securities. The Fund
defines growth-oriented equity securities as securities of companies that
are projected by the investment adviser, based upon traditional research
techniques, to show earnings growth superior to the Standard & Poor's 500
Composite Stock Index.
- ------------------------------------------------------
- ------------------------------------------------------
SHAWMUT GROWTH AND INCOME
EQUITY FUND
("Growth and Income Equity Fund") seeks a relatively high total return
through long-term capital appreciation and current income looking to
achieve a current dividend yield that exceeds the composite yield of
securities included in the Standard & Poor's 500 Composite Stock Index.
While there is no assurance that the Growth and Income Equity Fund will
achieve its objectives, it attempts to do so by investing in a
professionally managed, diversified portfolio consisting primarily of
common stocks that are selected by the investment adviser based upon
traditional research techniques.
- ------------------------------------------------------
- ------------------------------------------------------
SHAWMUT QUANTITATIVE EQUITY FUND
("Quantitative Equity Fund") seeks growth of capital by investing in a
diversified portfolio consisting of publicly-traded common stocks listed on
North American stock exchanges. The selection of investment securities is
made by use of a quantitative computer valuation model, as described in
this prospectus.
- ------------------------------------------------------
- ------------------------------------------------------
SHAWMUT SMALL CAPITALIZATION
EQUITY FUND
("Small Capitalization Equity Fund") seeks long-term capital appreciation
by investing primarily in a portfolio of equity securities comprising the
small capitalization sector of the United States equity market (companies
which have a market value capitalization up to $1 billion).
- ------------------------------------------------------
BUYING AND REDEEMING EQUITY FUND SHARES
A minimum initial investment of $1,000 is required. Subsequent investments must
be in amounts of at least $100, as described in this prospectus in the section
entitled "Minimum Investment Required." Trust Shares are currently sold at net
asset value and are redeemed at net asset value without a sales charge.
EQUITY FUND MANAGEMENT
The Equity Funds' investment adviser is Shawmut Bank, N.A., which makes
investment decisions for the Equity Funds. The sub-adviser to the Quantitative
Equity Fund is Marque Millennium Group Limited.
SHAREHOLDER SERVICES
When you become a shareholder, you can easily obtain information about your
account by calling your Shawmut Bank trust officer.
THE SHAWMUT EQUITY FUNDS
SUMMARY OF EQUITY FUND EXPENSES--TRUST SHARES
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
GROWTH AND SMALL
GROWTH INCOME QUANTITATIVE CAPITALIZATION
EQUITY EQUITY EQUITY EQUITY
FUND FUND FUND FUND
-------- ------------ ------------- ----------------
<S> <C> <C> <C> <C>
Maximum Sales Load Imposed on Purchases (as a percentage
of offering price).................................... None None None None
Maximum Sales Load Imposed on Reinvested Dividends (as a
percentage of offering price)......................... None None None None
Deferred Sales Load (as a percentage of original
purchase price or redemption proceeds, as
applicable)........................................... None None None None
Redemption Fee (as a percentage of amount redeemed, if
applicable)........................................... None None None None
Exchange Fee............................................ None None None None
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
ANNUAL TRUST SHARES OPERATING EXPENSES
(As a percentage of average net assets)
Management Fee (after waiver)(1)........................ 0.50% 0.80% % 0.75%
12b-1 Fees.............................................. None None None None
Total Other Expenses(2)................................. 0.68% 0.22% % 0.27%
Total Trust Shares Operating Expenses (after waiver and
reimbursement)(3)..................................... 1.18% 1.02% % 1.02%
</TABLE>
(1) The management fee has been reduced to reflect the voluntary waiver by the
investment adviser. The adviser can terminate this voluntary waiver at any
time at its sole discretion. The maximum management fee is 1.00%.
(2) Estimated other expenses have been reduced to reflect the voluntary waiver
by the administrator for the Growth Equity Fund.
(3) The Annual Trust Shares Operating Expenses for the fiscal year ended October
31, 1993, were 1.06% for the Growth Equity Fund; 0.98% for the Growth and
Income Equity Fund; and 1.01% for the Small Capitalization Equity Fund. The
Annual Trust Shares Operating Expenses in the table above are based on
expenses expected during the fiscal year ending October 31, 1994. Absent the
anticipated voluntary waivers and reimbursement explained in the above
footnotes, the Trust Shares Operating Expenses are estimated to be 1.87% for
Growth Equity Fund; 1.22% for Growth and Income Equity Fund; % for
Quantitative Equity Fund; and 1.27% for Small Capitalization Equity Fund.
THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE VARIOUS
COSTS AND EXPENSES THAT A SHAREHOLDER OF TRUST SHARES WILL BEAR, EITHER DIRECTLY
OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES,
SEE "THE SHAWMUT FUNDS INFORMATION" AND "INVESTING IN TRUST SHARES." WIRE-
TRANSFERRED REDEMPTIONS OF LESS THAN $5,000 MAY BE SUBJECT TO ADDITIONAL FEES.
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. As noted in the
table above, the Equity Funds charge no redemption fee.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- -------- -------- ---------
<S> <C> <C> <C> <C>
Growth Equity Fund................................. $12 $37 $65 $143
Growth and Income Equity Fund...................... $10 $32 $56 $125
Quantitative Equity Fund........................... $ $ N/A N/A
Small Capitalization Equity Fund................... $10 $32 $56 $125
</TABLE>
THE ABOVE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The information set forth in the foregoing table and example relates only to
Trust Shares of the Equity Funds. The Equity Funds also offer another class of
shares called Investment Shares. Trust Shares and Investment Shares are subject
to certain of the same expenses; however, Investment Shares are subject to a
12b-1 fee of up to .50 of 1%. See "Other Classes of Shares."
SHAWMUT GROWTH EQUITY FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
The following table has been audited by Price Waterhouse, the Fund's independent
public accountants. Their report dated December 17, 1993, on the Fund's
financial statements for the year ended October 31, 1993, and on the following
table for each of the periods presented, is included in the Annual Report, which
is incorporated by reference. This table should be read in conjunction with the
Fund's financial statements and notes thereto, which may be obtained from the
Fund.
<TABLE>
<CAPTION>
YEAR ENDED
TRUST SHARES OCTOBER 31, 1993*
- ---------------------------------------------------------------------------------------------------- -----------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $10.00
- --------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------------------------
Net investment income 0.023
- --------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments 0.487
- -------------------------------------------------------------------------------------------- ------
Total from investment operations 0.510
- --------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income (0.019)
- -------------------------------------------------------------------------------------------- ------
NET ASSET VALUE, END OF PERIOD $10.49
- -------------------------------------------------------------------------------------------- ------
TOTAL RETURN*** 5.09%
- --------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------------------------
Expenses 1.06%(a)
- --------------------------------------------------------------------------------------------
Net investment income 0.26%(a)
- --------------------------------------------------------------------------------------------
Expense waiver/reimbursement(b) 0.47%(a)
- --------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $20,787
- --------------------------------------------------------------------------------------------
Portfolio turnover rate(c) 71%
- --------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
INVESTMENT SHARES OCTOBER 31, 1993**
- ---------------------------------------------------------------------------------------------------- -----------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $10.01
- --------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------------------------
Net investment income 0.004
- --------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments 0.480
- -------------------------------------------------------------------------------------------- ------
Total from investment operations 0.484
- --------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income (0.004)
- -------------------------------------------------------------------------------------------- ------
NET ASSET VALUE, END OF PERIOD $10.49
- -------------------------------------------------------------------------------------------- ------
TOTAL RETURN*** 4.84%
- --------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------------------------
Expenses 1.37%(a)
- --------------------------------------------------------------------------------------------
Net investment income (0.10)%(a)
- --------------------------------------------------------------------------------------------
Expense waiver/reimbursement (b) 0.72%(a)
- --------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $4,631
- --------------------------------------------------------------------------------------------
Portfolio turnover rate(c) 71%
- --------------------------------------------------------------------------------------------
</TABLE>
* Reflects operations for the period from December 14, 1992 (date of initial
public investment) to October 31, 1993.
** Reflects operations for the period from February 12, 1993 (date of initial
public offering) to October 31, 1993.
*** Based on net asset value which does not reflect the sales load or redemption
fee, if applicable.
(a) Computed on an annualized basis.
(b) Increase/decrease in above expense/income ratios due to waivers or
reimbursements of expenses (Note 5).
(c) Represents portfolio turnover rate for the entire Fund.
SHAWMUT GROWTH AND INCOME EQUITY FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
The following table has been audited by Price Waterhouse, the Fund's independent
public accountants. Their report dated December 17, 1993, on the Fund's
financial statements for the year ended October 31, 1993, and on the following
table for each of the periods presented, is included in the Annual Report, which
is incorporated by reference. This table should be read in conjunction with the
Fund's financial statements and notes thereto, which may be obtained from the
Fund.
<TABLE>
<CAPTION>
YEAR ENDED
TRUST SHARES OCTOBER 31, 1993*
- ---------------------------------------------------------------------------------------------------- -----------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $10.00
- --------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------------------------
Net investment income 0.18
- --------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments 0.69
- -------------------------------------------------------------------------------------------- ------
Total from investment operations 0.87
- --------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income (0.18)
- -------------------------------------------------------------------------------------------- ------
NET ASSET VALUE, END OF PERIOD $10.69
- -------------------------------------------------------------------------------------------- ------
TOTAL RETURN*** 8.80%
- --------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------------------------
Expenses 0.98%(a)
- --------------------------------------------------------------------------------------------
Net investment income 2.11%(a)
- --------------------------------------------------------------------------------------------
Expense waiver/reimbursement(b) 0.27%(a)
- --------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $147,090
- --------------------------------------------------------------------------------------------
Portfolio turnover rate(c) 38%
- --------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
INVESTMENT SHARES OCTOBER 31, 1993**
- ---------------------------------------------------------------------------------------------------- -----------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $10.23
- --------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------------------------
Net investment income 0.15
- --------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments 0.48
- -------------------------------------------------------------------------------------------- ------
Total from investment operations 0.63
- --------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income (0.17)
- -------------------------------------------------------------------------------------------- ------
NET ASSET VALUE, END OF PERIOD $10.69
- -------------------------------------------------------------------------------------------- ------
TOTAL RETURN*** 6.20%
- --------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------------------------
Expenses 1.25%(a)
- --------------------------------------------------------------------------------------------
Net investment income 1.77%(a)
- --------------------------------------------------------------------------------------------
Expense waiver/reimbursement(b) 0.53%(a)
- --------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $16,280
- --------------------------------------------------------------------------------------------
Portfolio turnover rate(c) 38%
- --------------------------------------------------------------------------------------------
</TABLE>
* Reflects operations for the period from December 14, 1992 (date of initial
public investment) to October 31, 1993.
** Reflects operations for the period from February 12, 1993 (date of initial
public offering) to October 31, 1993.
*** Based on net asset value which does not reflect the sales load or redemption
fee, if applicable.
(a) Computed on an annualized basis.
(b) Increase/decrease in above expenses/income ratios due to waivers or
reimbursements of expenses (Note 5).
(c) Represents portfolio turnover rate for the entire Fund.
SHAWMUT SMALL CAPITALIZATION EQUITY FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
The following table has been audited by Price Waterhouse, the Fund's independent
public accountants. Their report dated December 17, 1993, on the Fund's
financial statements for the year ended October 31, 1993, and on the following
table for each of the periods presented, is included in the Annual Report, which
is incorporated by reference. This table should be read in conjunction with the
Fund's financial statements and notes thereto, which may be obtained from the
Fund.
<TABLE>
<CAPTION>
YEAR ENDED
TRUST SHARES OCTOBER 31, 1993*
- ---------------------------------------------------------------------------------------------------- -----------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $10.00
- --------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------------------------
Net investment income 0.002
- --------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments 1.210
- -------------------------------------------------------------------------------------------- ------
Total from investment operations 1.212
- --------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income (0.002)
- -------------------------------------------------------------------------------------------- ------
NET ASSET VALUE, END OF PERIOD $11.21
- -------------------------------------------------------------------------------------------- ------
TOTAL RETURN*** 12.12%
- --------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------------------------
Expenses 1.01%(a)
- --------------------------------------------------------------------------------------------
Net investment income 0.02%(a)
- --------------------------------------------------------------------------------------------
Expense waiver/reimbursement(b) 0.28%(a)
- --------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $100,382
- --------------------------------------------------------------------------------------------
Portfolio turnover rate(c) 29%
- --------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
INVESTMENT SHARES OCTOBER 31, 1993**
- ---------------------------------------------------------------------------------------------------- -----------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $10.52
- --------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------------------------
Net investment loss (0.008)
- --------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments 0.698
- -------------------------------------------------------------------------------------------- ------
Total from investment operations 0.690
- -------------------------------------------------------------------------------------------- ------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income (0.000)
- --------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $11.21
- -------------------------------------------------------------------------------------------- ------
TOTAL RETURN*** 6.56%
- --------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------------------------
Expenses 1.33%(a)
- --------------------------------------------------------------------------------------------
Net investment loss (0.19)%(a)
- --------------------------------------------------------------------------------------------
Expense waiver/reimbursement(b) 0.54%(a)
- --------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $15,014
- --------------------------------------------------------------------------------------------
Portfolio turnover rate(c) 29%
- --------------------------------------------------------------------------------------------
</TABLE>
* Reflects operations for the period from December 14, 1992 (date of initial
public investment) to October 31, 1993.
** Reflects operations for the period from February 12, 1993 (date of initial
public offering) to October 31, 1993.
*** Based on net asset value which does not reflect the sales load or redemption
fee, if applicable.
(a) Computed on an annualized basis.
(b) Increase/decrease in above expense/income ratios due to waivers or
reimbursements of expenses (Note 5).
(c) Represents portfolio turnover rate for the entire Fund.
GENERAL INFORMATION
The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated July 16, 1992. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
As of the date of this prospectus, the Board of Trustees (the "Trustees") has
established two classes of shares of each of the Equity Funds, known as Trust
Shares and Investment Shares. This prospectus relates only to Trust Shares of
the Equity Funds.
A minimum initial investment of $1,000 is required. Subsequent investments must
be in amounts of at least $100, as described in this prospectus in the section
entitled "Minimum Investment Required". Trust Shares are currently sold at net
asset value and are redeemed at net asset value without a sales charge imposed
by the Equity Funds.
THE SHAWMUT FUNDS
The shareholders of the Equity Funds are shareholders of The Shawmut Funds,
which currently consist of Shawmut Connecticut Intermediate Municipal Income
Fund, Shawmut Connecticut Municipal Money Market Fund, Shawmut Fixed Income
Fund, Shawmut Growth and Income Equity Fund, Shawmut Growth Equity Fund, Shawmut
Intermediate Government Income Fund, Shawmut Limited Term Income Fund, Shawmut
Massachusetts Intermediate Municipal Income Fund, Shawmut Massachusetts
Municipal Money Market Fund, Shawmut Prime Money Market Fund, Shawmut
Quantitative Equity Fund, and Shawmut Small Capitalization Equity Fund.
Shareholders in the Equity Funds have easy access to the other portfolios of The
Shawmut Funds through an exchange program. The Shawmut Funds are advised by
Shawmut Bank, N.A., and distributed by Federated Securities Corp. The
sub-adviser to the Quantitative Equity Fund is Marque Millennium Group Limited.
OBJECTIVE AND POLICIES OF EACH FUND
GROWTH EQUITY FUND
INVESTMENT OBJECTIVE
The investment objective of the Growth Equity Fund is to provide long-term
capital appreciation. The investment objective cannot be changed without
approval of shareholders. While there is no assurance that the Fund will achieve
its investment objective, it endeavors to do so by following the investment
policies described in this prospectus.
INVESTMENT POLICIES
The investment policies may be changed by the Trustees without shareholder
approval. Shareholders will be notified before any material change in these
policies becomes effective.
ACCEPTABLE INVESTMENTS
- ------------------------------------------------------
UNDER NORMAL MARKET CIRCUMSTANCES, THE GROWTH EQUITY FUND WILL INVEST AT
LEAST 65% OF ITS ASSETS IN GROWTH-ORIENTED
EQUITY SECURITIES.
- ------------------------------------------------------
The Growth Equity Fund defines growth-oriented equity securities as securities
that are projected by the Growth Equity Fund's investment adviser, to show
earnings growth superior to the Standard & Poor's 500 Composite Stock Index.
The Growth Equity Fund invests primarily in equity securities of companies
selected by the investment adviser on the basis of traditional research
techniques, including assessment of earnings and dividend growth prospects and
of the risk and volatility of each company's business. The fundamental changes
which the investment adviser will seek to identify in companies include, for
example, restructuring of basic businesses or reallocations of assets which
present opportunities for significant share price appreciation. At times, the
Growth Equity Fund will invest in securities of companies which are deemed by
the investment adviser to be candidates for acquisition by other entities as
indicated by changes in ownership, changes in standard price-to-value ratios,
and an examination of other standard analytical indices.
GROWTH AND INCOME
EQUITY FUND
INVESTMENT OBJECTIVE
The investment objective of the Growth and Income Equity Fund is to provide a
relatively high total return through long-term capital appreciation and current
income. The investment objective cannot be changed without approval of
shareholders. The Growth and Income Equity Fund generally looks to achieve a
yield that exceeds the composite dividend yield of securities included in the
Standard & Poor's 500 Composite Stock Index. While there is no assurance that
the Fund will achieve its investment objective, it endeavors to do so by
following the investment policies described in this prospectus.
INVESTMENT POLICIES
The investment policies may be changed by the Trustees without shareholder
approval. Shareholders will be notified before any material change in these
policies becomes effective.
ACCEPTABLE INVESTMENTS
- ------------------------------------------------------
UNDER NORMAL MARKET CIRCUMSTANCES, THE GROWTH AND INCOME EQUITY FUND WILL
INVEST AT LEAST 65% OF ITS ASSETS IN GROWTH AND INCOME EQUITY SECURITIES.
- ------------------------------------------------------
In addition, the Growth and Income Equity Fund may invest as described in this
prospectus.
QUANTITATIVE EQUITY FUND
INVESTMENT OBJECTIVE
The investment objective of the Quantitative Equity Fund is to provide growth of
capital. The investment objective of the Quantitative Equity Fund cannot be
changed without the approval of shareholders. While there is no assurance that
the Quantitative Equity Fund will achieve its investment objective, it endeavors
to do so by following the investment policies described in this prospectus.
INVESTMENT POLICIES
The investment policies described below may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in these policies becomes effective.
ACCEPTABLE INVESTMENTS
- ------------------------------------------------------
UNDER NORMAL MARKET CIRCUMSTANCES, THE QUANTITATIVE EQUITY FUND WILL INVEST
AT LEAST 65% OF ITS ASSETS IN EQUITY SECURITIES.
- ------------------------------------------------------
The Quantitative Equity Fund will invest its assets in a diversified portfolio
of equity securities issued by companies with a market value capitalization in
excess of $250 million and a minimum daily average trading volume as established
by the Sub-Adviser from time to time. To select common stocks for the
Quantitative Equity Fund, the Sub-Adviser uses a quantitative computer valuation
model to evaluate the relative attractiveness of common stocks listed on North
American stock exchanges. Stocks are selected based upon their price momentum,
as measured by combining four quantitative disciplines: trend analysis, velocity
of price movements, disparity of prices from moving averages, and price and
volume activity for valuation judgments, and then reviewed based on fundamental
characteristics. Since the primary analysis is of factors other than
fundamentals, portfolios will include stocks with both growth and value
characteristics. Portfolios are constructed in accordance with strict investment
criteria. The Quantitative Equity Fund purchases stocks that have undergone long
periods of price deterioration and are likely to reverse and move up in price (a
contrarian strategy). It will also purchase stocks that are in firmly
established patterns of price appreciation. Sales occur in adherence to a strict
discipline based upon system analytics or price movement. In addition, the
Quantitative Equity Fund may invest as described in this prospectus.
SMALL CAPITALIZATION
EQUITY FUND
INVESTMENT OBJECTIVE
The investment objective of the Small Capitalization Equity Fund is to provide
long-term capital appreciation. The investment objective of the Small
Capitalization Equity Fund cannot be changed without the approval of
shareholders. While there is no assurance that the Small Capitalization Equity
Fund will achieve its investment objective, it endeavors to do so by following
the investment policies described in this prospectus.
INVESTMENT POLICIES
The investment policies may be changed by the Trustees without shareholder
approval. Shareholders will be notified before any material change in these
policies becomes effective.
ACCEPTABLE INVESTMENTS
- ------------------------------------------------------
UNDER NORMAL CIRCUMSTANCES, THE SMALL CAPITALIZATION EQUITY FUND WILL
INVEST AT LEAST 65% OF ITS TOTAL ASSETS IN EQUITY SECURITIES OF COMPANIES
THAT HAVE A MARKET VALUE CAPITALIZATION OF UP TO $1 BILLION.
- ------------------------------------------------------
In addition, the Small Capitalization Equity Fund may invest as described in
this prospectus.
EQUITY FUNDS INVESTMENTS AND STRATEGIES
COMMON STOCK. As described above, the Equity Funds invest primarily in equity
securities. As with other mutual funds that invest primarily in equity
securities, the Equity Funds are subject to market risks. That is, the
possibility exists that common stocks will decline over short or even extended
periods of time, and the United States equity market tends to be cyclical,
experiencing both periods when stock prices generally increase and periods when
stock prices generally decrease. However, because the Equity Funds, other than
the Quantitative Equity Fund, invests primarily in growth-oriented equity
securities (Growth Equity Fund and Growth and Income Equity Fund) or in small
capitalization stocks (Small Capitalization Equity Fund), there are some
additional risk factors associated with investment in the Equity Funds.
Growth-oriented stocks may include issuers with smaller capitalization. Small
capitalization stocks have historically been more volatile in price than larger
capitalization stocks, such as those included in the Standard & Poor's 500
Index. This is because, among other things, smaller companies have a lower
degree of liquidity in the equity market and tend to have a greater sensitivity
to changing economic conditions. Further, in addition to exhibiting greater
volatility, these stocks may, to some degree, fluctuate independently of the
stocks of large companies. That is, the stock of small capitalization companies
may decline in price as the price of large company stocks rises or vice verse.
Therefore, investors should except that the Equity Funds will be more volatile
than, and may fluctuate independently of, broad stock market indices such as the
Standard & Poor's 500 Index.
In the case of the Quantitative Equity Fund, stocks that show growth or value
characteristics may be included in the investment portfolio, even though those
characteristics do not drive the stock selection process. Because of its price
and volume oriented selection method, the Quantitative Equity Fund tends to be
less volatile than the market.
CONVERTIBLE SECURITIES. Convertible securities are fixed income securities which
may be exchanged or converted into a predetermined number of the issuer's
underlying common stock at the option of the holder during a specified time
period. Convertible securities may take the form of convertible preferred stock,
convertible bonds or debentures, units consisting of "usable" bonds and warrants
or a combination of the features of several of these securities. The Equity
Funds invest in convertible bonds rated "BB" or higher by Standard & Poor's
Corporation or "Ba" or higher by Moody's Investors Service, Inc., at the time of
investment. If a convertible bond is rated below "BB" or "Ba" according to the
characteristics set forth here after a Fund has purchased it, the Fund is not
required to drop the convertible bond from the portfolio, but will consider
appropriate action. The investment characteristics of each convertible security
vary widely, which allows convertible securities to be employed for different
investment objectives.
Convertible bonds and convertible preferred stocks are fixed income securities
that generally retain the investment characteristics of fixed income securities
until they have been converted but also react to movements in the underlying
equity securities. The holder is entitled to receive the fixed income of a bond
or the dividend preference of a preferred stock until the holder elects to
exercise the conversion privilege. Usable bonds are corporate bonds that can be
used in whole or in part, customarily at full face value, in lieu of cash to
purchase the issuer's common stock. When owned as part of a unit along with
warrants, which are options to buy the common stock, they function as
convertible bonds, except that the warrants generally will expire before the
bond's maturity. Convertible securities are senior to equity securities, and
therefore, have a claim to assets of the corporation prior to the holders of
common stock in the case of liquidation. However, convertible securities are
generally subordinated to similar nonconvertible securities of the same company.
The interest
income and dividends from convertible bonds and preferred stocks provide a
stable stream of income with generally higher yields than common stocks, but
lower than non-convertible securities of similar quality. The Equity Funds will
exchange or convert the convertible securities held in their respective
portfolios into shares of the underlying common stock in instances in which, in
the investment adviser's opinion, the investment characteristics of the
underlying common shares will assist the particular Fund in achieving its
investment objectives. Otherwise, the Fund will hold or trade the convertible
securities. In selecting convertible securities for a Fund, the Fund's adviser
evaluates the investment characteristics of the convertible security as a fixed
income instrument, and the investment potential of the underlying equity
security for capital appreciation. In evaluating these matters with respect to a
particular convertible security, the Fund's adviser considers numerous factors,
including the economic and political outlook, the value of the security relative
to other investment alternatives, trends in the determinants of the issuer's
profits, and the issuer's management capability and practices.
SECURITIES OF FOREIGN ISSUERS. The Equity Funds may invest in the securities of
foreign issuers which are freely traded on United States securities exchanges or
in the over-the-counter market in the form of depository receipts. Securities of
a foreign issuer may present greater risks in the form of nationalization,
confiscation, domestic marketability, or other national or international
restrictions. As a matter of practice, the Equity Funds will not invest in the
securities of a foreign issuer if any such risk appears to the investment
adviser to be substantial.
OPTIONS AND FUTURES CONTRACTS. The Equity Funds may buy and sell options and
futures contracts to manage their respective individual exposure to changing
interest rates, security prices, and currency exchange rates. Some options and
futures strategies, including selling futures, buying puts, and writing calls,
tend to hedge the Equity Funds' respective investments against price
fluctuations. Other strategies, including buying futures, writing puts, and
buying calls, tend to increase market exposure. Options and futures may be
combined with each other or with forward contracts in order to adjust the risk
and return characteristics of the overall strategy. The Equity Funds may invest
in options and futures based on any type of security, index, or currency,
including options and futures traded on foreign exchanges and options not traded
on exchanges.
Options and futures can be volatile investments, and involve certain risks. If
the investment adviser applies a hedge at an inappropriate time or judges market
conditions incorrectly, options and futures may lower an Equity Fund's
individual return. An Equity Fund could also experience losses if the prices of
its options and futures positions were poorly correlated with its other
investments, or if it could not close out its positions because of an illiquid
secondary market.
Each of the Equity Funds will not hedge more than 20% of their respective total
assets by selling futures, buying puts, and writing calls under normal
conditions. In addition, each of the Equity Funds will not buy futures or write
puts whose underlying value exceeds 20% of their respective total assets, and
the Equity Funds will not buy calls with a value exceeding 5% of their
respective total assets.
STOCK INDEX FUTURES, SWAP AGREEMENTS, INDEXED SECURITIES, AND OPTIONS. The
Equity Funds may utilize stock index futures contracts, options, swap
agreements, indexed securities, and options on futures contracts, subject to the
limitation that the value of these futures contracts, swap agreements, indexed
securities, and options will not exceed 20% of each of the Equity Funds' total
assets. Also, each Equity Fund will not purchase options to the extent that more
than 5% of the value of the Equity Fund's total assets would be invested in
premiums on open put option positions. In addition, each Fund does not intend to
invest more than 5% of the market value of its total assets in each of the
following: futures contracts, swap agreements, and indexed
securities. When an Equity Fund enters into a swap agreement, assets of the Fund
equal to the value of the swap agreement will be segregated by the Fund.
There are several risks accompanying the utilization of futures contracts.
First, positions in futures contracts may be closed only on an exchange or board
of trade that furnishes a secondary market for such contracts. While the Equity
Funds plan to utilize futures contracts only if there exists an active market
for such contracts, there is no guarantee that a liquid market will exist for
the contracts at a specified time. Furthermore, because, by definition, futures
contracts look to projected price levels in the future and not to current levels
of valuation, market circumstances may result in there being a discrepancy
between the price of the stock index future and the movement in the
corresponding stock index. The absence of a perfect price correlation between
the futures contract and its underlying stock index could stem from investors
choosing to close futures contracts by offsetting transactions, rather than
satisfying additional margin requirements. This could result in a distortion of
the relationship between the index and the futures market. In addition, because
the futures market imposes less burdensome margin requirements than the
securities market, an increased amount of participation by speculators in the
futures market could result in price fluctuations.
RESTRICTED AND ILLIQUID SECURITIES. The Equity Funds intend to invest in
restricted securities. Restricted securities are any securities in which each
Equity Fund may otherwise invest pursuant to its investment objective and
policies, but which are subject to restriction on resale under federal
securities law. However, each Equity Fund will limit investments in illiquid
securities, including certain restricted securities not determined by the
Trustees to be liquid, non-negotiable fixed time deposits with maturities over
seven days, over-the-counter options, and repurchase agreements providing for
settlement in more than seven days after notice, to 15% of its net assets.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Equity Funds may purchase
securities on a when-issued or delayed delivery basis. These transactions are
arrangements in which each Equity Fund purchases securities with payment and
delivery scheduled for a future time. In when-issued and delayed delivery
transactions, the Equity Funds rely on the seller to complete the transaction.
The seller's failure to complete the transaction may cause the Equity Funds to
miss a price or yield considered to be advantageous.
LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, each
Equity Fund may lend portfolio securities on a short-term or long-term basis, or
both, up to one-third of the value of its total assets to broker/dealers, banks,
or other institutional borrowers of securities. The Equity Funds will only enter
into loan arrangements with broker/dealers, banks, or other institutions which
the investment adviser has determined are creditworthy under guidelines
established by the Trustees and will receive collateral in the form of cash or
U.S. government securities equal to at least 100% of the value of the securities
loaned.
TEMPORARY INVESTMENTS. In such proportions as, in the judgment of its investment
adviser, prevailing market conditions warrant, each Equity Fund may, for
temporary defensive purposes, invest in:
- - short-term money market instruments rated in one of the top two rating
categories by a nationally recognized statistical rating organization;
- - securities issued and/or guaranteed as to payment of principal and interest by
the U.S. government, its agencies, or instrumentalities; and
- - repurchase agreements.
REPURCHASE AGREEMENTS. The U.S. government securities and other securities in
which
each Equity Fund invest may be purchased pursuant to repurchase agreements.
Repurchase agreements are arrangements in which banks, broker/dealers, and other
recognized financial institutions sell U.S. government securities or other
securities to an Equity Fund and agree at the time of sale to repurchase them at
a mutually agreed upon time and price. To the extent that the original seller
does not repurchase the securities from an Equity Fund, the Fund could receive
less than the repurchase price on any sale of such securities.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES. The Equity Funds may
invest in the securities of other investment companies, but they will not own
more than 3% of the total outstanding voting stock of any investment company,
invest more than 5% of its total assets in any one investment company, or invest
more than 10% of its total assets in investment companies in general. The Equity
Funds will invest in other investment companies primarily for the purpose of
investing its short-term cash which has not yet been invested in other portfolio
instruments. However, from time to time, on a temporary basis, each of the
Equity Funds may invest exclusively in one other investment company managed
similarly to the appropriate Fund. Shareholders should realize that, when one of
the Equity Funds invests in other investment companies, certain fund expenses,
such as custodian fees and administrative fees, may be duplicated. The adviser
will waive its investment advisory fee on assets invested in securities of other
investment companies.
INVESTMENT LIMITATIONS
- ------------------------------------------------------
THE EQUITY FUNDS FOLLOW A NUMBER OF GUIDELINES IN MANAGING THEIR PORTFOLIOS
IN ORDER TO LIMIT INVESTMENT RISKS.
- ------------------------------------------------------
Each Equity Fund will not:
- - borrow money directly or through reverse repurchase agreements (arrangements
in which an Equity Fund sells a portfolio instrument for a percentage of its
cash value with an arrangement to buy it back on a set date) or pledge
securities except, under certain circumstances, an Equity Fund may borrow up
to one-third of the value of its total assets and pledge up to 10% of the
value of its total assets to secure such borrowings; or
- - with respect to 75% of the value of its total assets, invest more than 5% in
securities of one issuer (other than cash, cash items, or securities issued or
guaranteed by the government of the United States or its agencies or
instrumentalities and repurchase agreements collateralized by such
securities), or acquire more than 10% of the outstanding voting securities of
any one issuer.
The above investment limitations cannot be changed without shareholder approval.
The following limitation, however, may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in this limitation becomes effective.
Each Equity Fund will not:
- - invest more than 10% of its total assets in securities subject to restrictions
on resale under the Securities Act of 1933 (except for commercial paper issued
under Section 4(2) of the Securities Act of 1933 and certain other securities
which meet the criteria for liquidity as established by the Trustees).
THE SHAWMUT FUNDS INFORMATION
MANAGEMENT OF THE
SHAWMUT FUNDS
BOARD OF TRUSTEES
- ------------------------------------------------------
THE SHAWMUT FUNDS ARE MANAGED BY A BOARD OF TRUSTEES
- ------------------------------------------------------
The Trustees are responsible for managing the Trust's business affairs and for
exercising all the Trust's powers except those reserved for the shareholders.
The Executive Committee of the Board of Trustees handles the Board's
responsibilities between meetings of the Board.
INVESTMENT ADVISER
- ------------------------------------------------------
PURSUANT TO AN INVESTMENT ADVISORY CONTRACT WITH THE TRUST, INVESTMENT
DECISIONS FOR THE EQUITY FUNDS ARE MADE BY SHAWMUT BANK, N.A. (THE
"ADVISER"), SUBJECT TO DIRECTION BY THE TRUSTEES.
- ------------------------------------------------------
The Adviser continually conducts investment research and supervision for the
Equity Funds and is responsible for the purchase or sale of portfolio
instruments, for which it receives an annual fee from the respective assets of
the Equity Funds.
ADVISORY FEES
- ------------------------------------------------------
THE ADVISER MAY VOLUNTARILY WAIVE PART OF ITS ADVISORY FEES.
- ------------------------------------------------------
The adviser receives an annual investment advisory fee equal to 1.00% of each of
the Equity Funds' average daily net assets. The fee paid by the Equity Funds,
while higher than the advisory fee paid by other mutual funds in general, is
comparable to fees paid by mutual funds with similar objectives and policies.
The Adviser has undertaken to waive a portion of its advisory fee, up to the
amount of the advisory fee, to reimburse each of the Equity Funds for operating
expenses in excess of limitations established by certain states. The Adviser may
further voluntarily waive a portion of its fee or reimburse any of the Equity
Funds for certain operating expenses. The Adviser can terminate such voluntary
waiver or reimbursement policy at any time with any of the Equity Funds at its
sole discretion.
ADVISER'S BACKGROUND
- ------------------------------------------------------
SHAWMUT BANK, N.A., A NATIONAL BANKING ASSOCIATION, AND ITS AFFILIATES HAVE
MANAGED COMMINGLED FUNDS FOR OVER FIFTY YEARS. AS OF DECEMBER 31, 1993,
SHAWMUT NATIONAL CORPORATION, THROUGH ITS SUBSIDIARIES INCLUDING SHAWMUT
BANK, N.A., MANAGED MORE THAN $15 BILLION IN DISCRETIONARY TRUST ASSETS.
SHAWMUT BANK, N.A., HAS SERVED AS AN ADVISER TO MUTUAL FUNDS SINCE THE
INCEPTION OF THE SHAWMUT FUNDS ON DECEMBER 1, 1992.
- ------------------------------------------------------
Shawmut Bank, N.A., a national banking association, along with Shawmut Bank
Connecticut, National Association, are the principal subsidiaries of Shawmut
National Corporation, a super-regional bank holding company formed on February
29, 1988, and based in southern New England. Shawmut National Corporation serves
consumers through its network of banking offices with a full range of deposit
and lending products, as well as investment services. Shawmut Bank's borrowers
may be issuers of certain securities in which The Shawmut Funds may invest. The
principal executive offices of the investment adviser are located at One Federal
Street, Boston, Massachusetts 02211.
E. Bradley Bruce II has been responsible for managing the Growth Equity Fund
since October 1993. Mr. Bruce joined Shawmut Bank as a portfolio manager in
February 1992. Prior to this,
he had been employed as a portfolio manager with a private investment management
firm since 1988. Mr. Bruce received his B.A. degree at Middlebury College and
his M.B.A. degree at Columbia University Graduate School of Business.
Brendan J. Henebry has been the portfolio manager of the Growth and Income
Equity Fund since its inception in December 1992. Mr. Henebry has been with
Shawmut Bank, the Fund's Adviser, and its predecessor since 1965, and has been a
Vice President of the Adviser since 1978. During the past five years, Mr.
Henebry has served as Manager of the Growth and Income Equity Management Group.
He is an honors graduate of St. Anselm's College, where he concentrated in
economics.
Kenneth J. Garvey is the portfolio manager of the Quantitative Equity Fund. Mr.
Garvey is the Managing Director and co-founder of Marque Millennium Group
Limited, which serves as the sub-adviser to the Quantitative Equity Fund. Mr.
Garvey has served as a senior investment executive at several major investment
firms.
Peter C. Larson has been the portfolio manager of the Small Capitalization
Equity Fund since its inception in December 1992. Mr. Larson joined Shawmut Bank
in 1963 as an investment officer and has been a Vice President in charge of
Shawmut's Small Cap Equity Management product since inception in 1980. He holds
a B.S. degree in finance from the University of Connecticut.
SUB-ADVISER
- ------------------------------------------------------
PURSUANT TO THE TERMS OF AN INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN THE
ADVISER AND MARQUE MILLENNIUM GROUP LIMITED ("MARQUE MILLENNIUM" OR THE
"SUB-ADVISER"), MARQUE MILLENNIUM FURNISHES CERTAIN INVESTMENT ADVISORY
SERVICES TO THE ADVISER ON BEHALF OF THE QUANTITATIVE EQUITY FUND.
- ------------------------------------------------------
Marque Millennium assists the Adviser in identifying securities for potential
purchase and/or sale through its quantitative analysis of common stocks, as
described in the "Acceptable Investment" section for the Quantitative Equity
Fund. For the services provided and the expenses incurred by the Sub-Adviser
pursuant to the sub-advisory agreement, Marque Millennium is entitled to receive
an annual fee of one-half of the total advisory fee being charged (up to .50 of
1.00% of the Quantitative Equity Fund's average daily net assets being paid to
the Sub-Adviser), payable by the Adviser. Marque Millennium may elect to waive
some or all of its fee. In no event shall the Quantitative Equity Fund be
responsible for any fees due to the Sub-Adviser for its services to the Adviser.
Marque Millennium, which is located at 126 East 56th Street, New York, New York
10022, provides investment counsel to both individuals and institutions. As of
, 1994, Marque Millennium furnished services, substantially
similar to the services it provides to the Adviser, to other accounts with
assets in excess of $ . Marque Millennium has not previously acted as an
investment adviser or sub-adviser to an investment company. The Sub-Adviser is
controlled by .
DISTRIBUTION OF EQUITY FUNDS' SHARES
- ------------------------------------------------------
FEDERATED SECURITIES CORP. IS THE PRINCIPAL DISTRIBUTOR FOR TRUST SHARES.
- ------------------------------------------------------
Federated Securities Corp., Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779, is a Pennsylvania corporation organized on November 14, 1969, and is
the principal distributor for a number of investment companies. Federated
Securities Corp. is a subsidiary of Federated Investors.
ADMINISTRATION OF THE EQUITY FUNDS
ADMINISTRATIVE SERVICES. Federated Administrative Services ("FAS"), Federated
Investors Tower, Pittsburgh, Pennsylvania 15222-3779, a
subsidiary of Federated Investors, provides the Equity Funds with certain
administrative personnel and services necessary to operate the Equity Funds,
such as legal and accounting services. FAS provides these at an annual rate as
specified below:
<TABLE>
<CAPTION>
MAXIMUM AVERAGE AGGREGATED DAILY
ADMINISTRATIVE FEE NET ASSETS OF THE TRUST
<S> <C>
.150 of 1% First $250 million
.125 of 1% Next $250 million
.100 of 1% Next $250 million
.075 of 1% Over $750 million
</TABLE>
The administrative fee received by FAS during any fiscal year shall be at least
$50,000 for each of the Equity Funds individually. FAS may voluntarily choose to
waive a portion of its fee.
CUSTODIAN. Shawmut Bank, N.A., One Federal Street, Boston, Massachusetts 02211,
is custodian for the securities and cash of the Equity Funds. Under the
Custodian Agreement, Shawmut Bank, N.A., holds the Equity Funds' portfolio
securities in safekeeping and keeps all necessary records and documents relating
to its duties.
TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND PORTFOLIO ACCOUNTING SERVICES.
Federated Services Company, Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779, is transfer agent and dividend disbursing agent for the Equity
Funds. It also provides certain accounting and recordkeeping services with
respect to each of the Equity Funds' portfolio investments.
LEGAL COUNSEL. Legal counsel is provided by Houston, Houston & Donnelly, 2510
Centre City Tower, Pittsburgh, Pennsylvania 15222, and Dickstein, Shapiro &
Morin, 2101 L Street, N.W., Washington, DC 20037.
INDEPENDENT ACCOUNTANTS. The independent accountants for the Equity Funds are
Price Waterhouse, 160 Federal Street, Boston, Massachusetts 02110.
EXPENSES OF THE EQUITY FUNDS AND TRUST SHARES
Holders of Trust Shares pay their allocable portion of the Equity Funds' and
Trust's expenses. The Trust expenses for which holders of Trust Shares pay their
allocable portion include, but are not limited to: the cost of organizing the
Trust and continuing its existence; registering the Trust with federal and state
securities authorities; Trustees' fees; auditors' fees; the cost of meetings of
Trustees; legal fees of the Trust; association membership dues; and such non-
recurring and extraordinary items as may arise.
The respective Equity Fund expenses for which holders of Trust Shares pay their
allocable portion include, but are not limited to: registering the Equity Funds
and shares of the Equity Funds; investment advisory services; taxes and
commissions; custodian fees; insurance premiums; auditors' fees; and such
non-recurring and extraordinary items as may arise.
At present, no expenses are allocated exclusively to the Trust Shares as a
class. However, the Trustees reserve the right to allocate certain other
expenses to holders of Trust Shares as they deem appropriate ("Class Expenses").
In any case, Class Expenses would be limited to: distribution fees; transfer
agent fees as identified by the transfer agent as attributable to holders of
Trust Shares; printing and postage expenses related to preparing and
distributing materials such as shareholder reports, prospectuses and proxies to
current shareholders; registration fees paid to the Securities and Exchange
Commission and registration fees paid to state securities commissions; expenses
related to administrative personnel and services as required to support holders
of Trust Shares; legal fees relating solely to Trust Shares; and Trustees' fees
incurred as a result of issues relating solely to Trust Shares.
NET ASSET VALUE
- ------------------------------------------------------
THE TERM "NET ASSET VALUE" REFERS TO THE VALUE OF ONE EQUITY FUND SHARE.
- ------------------------------------------------------
Each Equity Fund's net asset value per Trust Share fluctuates. The net asset
value for Trust Shares is determined by adding the interest of the Trust Shares
in the market value of all securities and other assets of an Equity Fund,
subtracting the interest of the Trust Shares in the liabilities of an Equity
Fund and those attributable to Trust Shares, and dividing the remainder by the
total number of Trust Shares outstanding. The net asset value for Trust Shares
of an Equity Fund may differ from that of Investment Shares due the variance in
daily net income realized by each class. Such variance will reflect only accrued
net income to which the shareholders of a particular class are entitled.
INVESTING IN TRUST SHARES
- ------------------------------------------------------
YOU CAN BUY TRUST SHARES BY FEDERAL RESERVE WIRE, MAIL, OR TRANSFER, AS
EXPLAINED BELOW.
- ------------------------------------------------------
Shares of the Equity Funds are sold by the distributor on days on which the New
York Stock Exchange and Federal Reserve Wire System are open for business.
Shares of the Equity Funds may also be purchased through Shawmut Bank, N.A.,
Shawmut Bank Connecticut, National Association, or their affiliates
(collectively, "Shawmut Bank") on days on which both Shawmut Bank and the New
York Stock Exchange and Federal Reserve Wire System are open for business. Texas
residents must purchase, exchange, and redeem Trust Shares through Federated
Securities Corp. at 1-800-356-2805. The Equity Funds reserve the right to reject
any purchase request.
THROUGH SHAWMUT BANK. An investor may call their Shawmut Bank trust officer to
receive information and to place an order to purchase Shares. Shawmut Bank will
purchase Trust Shares on behalf of investors and maintain all records relating
to the Trust Shares. Through its trust accounting systems, Shawmut Bank provides
shareholders of Trust Shares with detailed periodic statements that integrate
information regarding investments in the Equity Funds with other Shawmut Bank
investment services.
Orders placed through Shawmut Bank are considered received when payment is
converted to federal funds and the applicable Equity Fund is notified of the
purchase order. The completion of the purchase transaction will generally occur
within one business day after Shawmut Bank receives a purchase order. Purchase
orders must be received by Shawmut Bank before 4:00 p.m. (Eastern time) and must
be transmitted by Shawmut Bank to the applicable Equity Fund before 5:00 p.m.
(Eastern time) in order for Trust Shares to be purchased at that day's public
offering price.
DIRECTLY FROM THE DISTRIBUTOR. An investor may place an order to purchase Trust
Shares directly from the distributor. To do so: complete and sign the new
account form available from the Equity Funds; complete an application for the
establishment of a trust account with Shawmut Bank; enclose a check made payable
to the full name of your desired portfolio (see the cover of the
prospectus)--Trust Shares; and mail both to the Equity Funds, Attention: Vice
President, Securities Operations, OF0501, One Federal Street, Boston,
Massachusetts 02211. The order is considered received after a trust account is
established and the check is converted by Shawmut Bank into federal funds. This
is generally the next business day after Shawmut Bank receives the check.
To purchase Trust Shares of the Equity Funds by wire, call 1-800-SHAWMUT. All
information needed will be taken over the telephone, and the order is considered
received when Shawmut Bank receives payment by wire. To request additional
information concerning purchases by wire, please contact Federated Securities
Corp., the Equity Funds' distributor, at 1-800-356-2805.
Shares cannot be purchased by wire on any day which both Shawmut Bank and the
New York Stock Exchange and Federal Reserve Wire System are not open for
business.
MINIMUM INVESTMENT REQUIRED
- ------------------------------------------------------
THE MINIMUM INITIAL INVESTMENT IS $1,000.
- ------------------------------------------------------
The minimum initial investment in Trust Shares by an investor is $1,000.
Subsequent investments must be in amounts of at least $100.
WHAT SHARES COST
- ------------------------------------------------------
SHARES ARE SOLD AT THEIR NET ASSET VALUE NEXT DETERMINED AFTER AN ORDER IS
RECEIVED. THERE IS NO SALES CHARGE IMPOSED BY THE EQUITY FUNDS UPON THE
PURCHASE OF TRUST SHARES.
- ------------------------------------------------------
The net asset value is determined at the close of the New York Stock Exchange,
normally 4:00 p.m. (Eastern time), Monday through Friday, except on: (i) days on
which there are not sufficient changes in the value of an Equity Fund's
portfolio securities that its net asset value might be materially affected; (ii)
days during which no shares are tendered for redemption and no orders to
purchase shares are received; or (iii) on the following holidays: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.
SUBACCOUNTING SERVICES
Institutions are encouraged to open single master accounts. However, certain
institutions may wish to use the transfer agent's subaccounting system to
minimize their internal recordkeeping requirements. The transfer agent charges a
fee based on the level of subaccounting services rendered. Certain institutions
holding Trust Shares in a fiduciary, agency, custodial, or similar capacity may
charge or pass through subaccounting fees as part of or in addition to normal
trust or agency account fees. They may also charge fees for other services
provided which may be related to the ownership of Trust Shares. This prospectus
should, therefore, be read together with any agreement between the customer and
the institution with regard to the services provided, the fees charged for those
services, and any restrictions and limitations imposed.
CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Equity Funds, Federated Services Company maintains a
share account for each shareholder of record. Share certificates are not issued
unless requested by contacting Shawmut Bank in writing.
Detailed confirmations of each purchase or redemption are sent to Shawmut Bank
or other shareholders of record. Monthly statements are sent by Shawmut Bank to
its trust customers to report account activity during the previous month,
including dividends paid during the period.
DIVIDENDS
Dividends are declared and paid quarterly to all shareholders invested in each
Equity Fund on the record date.
CAPITAL GAINS
Capital gains realized by an Equity Fund, if any, will be distributed to that
Fund's shareholders at least once every 12 months.
EXCHANGE PRIVILEGE
EXCHANGING SHARES. Shareholders may exchange Trust Shares, with a minimum net
asset value of $1,000, for shares of the same designated class of other funds
advised by Shawmut Bank.
Exchanges are subject to the minimum initial purchase requirements of such fund
being acquired. Prior to any exchange, the shareholder must receive a copy of
the current prospectus of
the class of the fund into which an exchange is to be effected.
The exchange privilege is available to shareholders residing in any state in
which the fund shares being acquired may legally be sold. Upon receipt of proper
instructions and all necessary supporting documents, Trust Shares submitted for
exchange will be redeemed at the next-determined net asset value. Written
exchange instructions may require a signature guarantee. Exercise of this
privilege is treated as a sale for federal income tax purposes and, depending on
the circumstances, a short-or long-term capital gain or loss may be realized.
The exchange privilege may be modified or terminated at any time. Shareholders
will be notified of the modification or termination of the exchange privilege. A
shareholder may obtain further information on the exchange privilege by calling
their trust officer at Shawmut Bank.
EXCHANGE-BY-TELEPHONE. Instructions for exchanges between participating funds
which are part of the Trust may be given by telephone to their trust officer at
Shawmut Bank. To utilize the exchange-by-telephone service, an investor must
complete an authorization form permitting Shawmut Bank to instruct the Equity
Funds to honor telephone instructions. The authorization is included in Shawmut
Bank's trust account documentation. Shares may be exchanged by telephone only
between trust accounts having identical registrations. Exchange instructions
given by telephone may be electronically recorded.
Any Trust Shares held in certificate form cannot be exchanged by telephone, but
must be forwarded to the transfer agent and deposited to the shareholder's
mutual fund account before being exchanged.
Telephone exchange instructions must be received before 4:00 p.m. (Eastern time)
for Trust Shares to be exchanged the same day. The telephone exchange privilege
may be modified or terminated at any time. Shareholders will be notified of such
modification or termination. Shareholders may have difficulty in making
exchanges by telephone through Shawmut Bank during times of drastic economic or
market changes. If a shareholder cannot contact Shawmut Bank by telephone, it is
recommended that an exchange request be made in writing and sent by overnight
mail to Shawmut Bank, Attention: Vice President, Securities Operation, OF0501,
One Federal Street, Boston, Massachusetts 02211.
If reasonable procedures are not followed by an Equity Fund, it may be liable
for losses
due to unauthorized or fraudulent telephone instructions.
REDEEMING TRUST SHARES
- ------------------------------------------------------
YOU CAN REDEEM TRUST SHARES BY MAIL OR TELEPHONE. TO ENSURE YOUR SHARES ARE
REDEEMED EXPEDITIOUSLY, PLEASE FOLLOW THE PROCEDURES EXPLAINED BELOW.
- ------------------------------------------------------
The Equity Funds redeem Trust Shares at their net asset value next determined
after Federated Services Company receives the redemption request. Redemptions
will be made on days on which the Equity Funds compute their net asset value.
Requests for redemptions can be made by telephone or in writing by contacting a
Shawmut Bank trust officer. Redemption requests received prior to 4:00 p.m.
(Eastern time) will be effected on the same business day.
THROUGH SHAWMUT BANK
Shareholders may redeem Trust Shares by calling their Shawmut Bank trust officer
to request the redemption. Trust Shares will be redeemed at the net asset value
next determined after Federated Services Company receives the redemption
request. Shawmut Bank is responsible for promptly submitting redemption requests
and for maintaining proper written records of redemption instructions received
from the Equity Funds' shareholders. In order to effect a redemption on the same
business day as a request, Shawmut Bank is responsible for the
timely transmission of the redemption request to the appropriate Equity Fund.
Before Shawmut Bank may request redemption by telephone on behalf of a
shareholder, an authorization form permitting the Equity Funds to accept
redemption requests by telephone must first be completed. This authorization is
included in Shawmut Bank's trust account documentation. Redemption instructions
given by telephone may be electronically recorded. In the event of drastic
economic or market changes, a shareholder may experience difficulty in redeeming
by telephone. If such a case should occur, it is recommended that a redemption
request be made in writing and sent by overnight mail to Shawmut Bank,
Attention: Vice President, Securities Operation, OF0501, One Federal Street,
Boston, Massachusetts 02211.
If reasonable procedures are not followed by an Equity Fund, it may be liable
for losses
due to unauthorized or fraudulent telephone instructions.
DIRECTLY FROM THE EQUITY FUNDS
BY MAIL. A shareholder may redeem Trust Shares by sending a written request to
Federated Services Company. If Shares are purchased by Shawmut Bank on behalf of
a trust customer, only Shawmut Bank, as the shareholder of record, can request a
redemption from Federated Services Company. The written request should include
the shareholder's name, the Equity Fund's name and class of shares name, the
account number, and the share or dollar amount requested. If share certificates
have been issued, they must be properly endorsed and should be sent by
registered or certified mail with the written request. Shareholders should call
the Equity Funds for assistance in redeeming by mail.
SIGNATURES. Shareholders requesting a redemption of $50,000 or more, a
redemption of any amount to be sent to an address other than that on record with
the Equity Funds, or a redemption payable other than to the shareholder of
record must have signatures on written redemption requests guaranteed by:
- - a trust company or commercial bank whose deposits are insured by the Bank
Insurance Fund, which is administered by the Federal Deposit Insurance
Corporation ("FDIC");
- - a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchange;
- - a savings bank or savings and loan association whose deposits are insured by
the Savings Association Insurance Fund, which is administered by the FDIC; or
- - any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934.
The Equity Funds do not accept signatures guaranteed by a notary public.
The Equity Funds and their transfer agent have adopted standards for accepting
signature guarantees from the above institutions. The Equity Funds may elect in
the future to limit eligible signature guarantors to institutions that are
members of a signature guarantee program. The Equity Funds and their transfer
agent reserve the right to amend these standards at any time without notice.
RECEIVING PAYMENT
Redemption payments will generally be made directly to the trust account
maintained by an investor with Shawmut Bank. This deposit is normally made
within one business day, but in no event more than seven days, of the redemption
request, provided the transfer agent has received payment from the shareholder.
The net asset value of Trust Shares redeemed is determined, and dividends, if
any, are paid up to and including, the day prior to the day that a redemption
request is processed. Pursuant to instructions from Shawmut Bank, redemption
proceeds may be transferred from a shareholder account by check or by wire.
BY CHECK. Normally, a check for the proceeds is mailed within one business day
after receipt of a proper redemption request.
BY WIRE. Requests to wire proceeds from redemptions received before 4:00 p.m.
(Eastern time) will be honored the following business day after Shawmut Bank
receives proper instructions.
ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, the Equity Funds
may redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum of $1,000. This requirement does
not apply, however, if the balance falls below $1,000 because of changes in an
Equity Fund's net asset value.
Before shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional shares to meet the minimum
requirement.
REDEMPTION IN KIND
The Equity Funds are obligated to redeem Trust Shares solely in cash up to
$250,000 or 1% of the net asset value of Shares of each individual Income Fund,
whichever is less, for any one shareholder within a 90-day period.
Any redemption beyond this amount will also be in cash unless the Trustees
determine that further cash payments will have a material adverse effect on
remaining shareholders. In such a case, the Equity Funds will pay all or a
portion of the remainder of the redemption in portfolio instruments, valued in
the same way as a Fund determines net asset value. The portfolio instruments
will be selected in a manner that the Trustees deem fair and equitable.
Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.
SHAREHOLDER INFORMATION
VOTING RIGHTS
- ------------------------------------------------------
EACH TRUST SHARE OF AN EQUITY FUND GIVES THE SHAREHOLDER ONE VOTE IN
TRUSTEE ELECTIONS AND OTHER MATTERS SUBMITTED TO SHAREHOLDERS OF THE TRUST
FOR VOTE.
- ------------------------------------------------------
All shares of each portfolio in the Trust have equal voting rights except that,
in matters affecting only a particular fund or class, only shareholders of that
fund or class are entitled to vote. As a Massachusetts business trust, the Trust
is not required to hold annual shareholder meetings. Shareholder approval will
be sought only for certain changes in the Trust or an Equity Fund's operation
and for the election of Trustees under certain circumstances.
Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of the shareholders shall be called by the Trustees upon the
written request of shareholders owning at least 10% of the outstanding shares of
the Trust.
MASSACHUSETTS PARTNERSHIP LAW
Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for acts or obligations of the Trust on behalf
of an Equity Fund. To protect shareholders of an Equity Fund, the Trust has
filed legal documents with Massachusetts that expressly disclaim the liability
of shareholders of the Equity Funds for acts or obligations of the Trust. These
documents require notice of this disclaimer to be given in each agreement,
obligation, or instrument the Trust or its Trustees enter into or sign on behalf
of an Equity Fund.
In the unlikely event a shareholder is held personally liable for the Trust's
obligations on behalf of an Equity Fund, the Trust is required to use the
property of that Equity Fund to protect or compensate the shareholder. On
request, the Trust will defend any claim made and pay any judgment against a
shareholder of the Equity
Funds for any act or obligation of the Trust on behalf of the Equity Funds.
Therefore, financial loss resulting from liability as a shareholder of the
Equity Funds will occur only if the Trust cannot meet its obligations to
indemnify shareholders and pay judgments against them from the assets of the
Equity Funds.
EFFECT OF BANKING LAWS
Banking laws and regulations presently prohibit a bank holding company
registered under the Federal Bank Holding Company Act of 1956 or any bank or
non-bank affiliate thereof from sponsoring, organizing, controlling, or
distributing the shares of a registered, open-end investment company
continuously engaged in the issuance of its shares, and prohibit banks generally
from issuing, underwriting, selling, or distributing securities. However, such
banking laws and regulations do not prohibit such a holding company affiliate or
banks generally from acting as investment adviser, transfer agent, or custodian
to such an investment company or from purchasing shares of such a company as
agent for and upon the order of such a customer. Shawmut Bank is subject to such
banking laws and regulations.
- ------------------------------------------------------
THE GLASS-STEAGALL ACT IS A FEDERAL BANKING LAW THAT GENERALLY PROHIBITS
BANKS FROM PUBLICLY UNDERWRITING OR DISTRIBUTING CERTAIN SECURITIES.
- ------------------------------------------------------
Shawmut Bank believes, based upon the advice of its counsel, that it may perform
the services for the Equity Funds contemplated by its advisory agreement with
the Trust without violation of the Glass-Steagall Act or other applicable
banking laws or regulations. Changes in either federal or state statutes and
regulations relating to the permissible activities of banks and their
subsidiaries or affiliates, as well as further judicial or administrative
decisions or interpretations of such or future statutes and regulations, could
prevent Shawmut Bank from continuing to perform all or a part of the above
services for its customers and/or the Equity Funds. If it were prohibited from
engaging in these customer-related activities, the Trustees would consider
alternative advisers and means of continuing available investment services. In
such event, changes in the operation of the Equity Funds may occur, including
possible termination of any automatic or other Equity Fund share investment and
redemption services then being provided by Shawmut Bank. It is not expected that
existing shareholders would suffer any adverse financial consequences (if
another adviser with equivalent abilities to Shawmut Bank is found) as a result
of any of these occurrences.
State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state law.
TAX INFORMATION
FEDERAL INCOME TAX
The Equity Funds will pay no federal income tax because each Fund expects to
meet requirements of the Internal Revenue Code, as amended, applicable to
regulated investment companies and to receive the special tax treatment afforded
to such companies.
Each Equity Fund will be treated as a single, separate entity for federal income
tax purposes so that income (including capital gains) and losses realized by The
Shawmut Funds' other portfolios will not be combined for tax purposes with those
realized by each Equity Fund.
Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional Shares.
Shareholders are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.
OTHER CLASSES OF SHARES
The Equity Funds offer a separate class of shares known as Investment Shares.
Investment Shares are sold primarily to financial institutions that rely upon
the distribution services provided by the distributor in the marketing of
Investment Shares, as well as to retail customers of such institutions.
Investment Shares are sold at net asset value plus a sales charge. Investments
in Investment Shares are subject to a minimum initial investment of $1,000.
Investment Shares are distributed pursuant to 12b-1 Plans adopted by the Trust
whereby the distributor is paid a fee of up to .50 of 1% of the Investment
Shares' average daily net assets.
The amount of dividends payable to Trust Shares will exceed that of Investment
Shares by the difference between class expenses and distribution expenses borne
by shares of each respective class.
The stated advisory fee is the same for both classes of shares.
PERFORMANCE INFORMATION
- ------------------------------------------------------
FROM TIME TO TIME THE EQUITY FUNDS ADVERTISE THEIR TOTAL RETURN AND YIELD
FOR TRUST SHARES.
- ------------------------------------------------------
Total return represents the change, over a specified period of time, in the
value of an investment in Trust Shares after reinvesting all income and capital
gains distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.
The yields of Trust Shares of the Equity Funds are calculated each day by
dividing the net investment income per share (as defined by the Securities and
Exchange Commission) earned by the Equity Funds over a thirty-day period by the
net asset value per Share on the last day of the period. This number is then
annualized using semi-annual compounding. The yield does not necessarily reflect
income actually earned by Trust Shares and, therefore, may not correlate to the
dividends or other distributions paid to shareholders.
Total return and yield will be calculated separately for Trust Shares and
Investment Shares. Because Investment Shares are subject to a sales charge and a
12b-1 fee, the total return and yield for Trust Shares, for the same period,
will exceed that of Investment Shares.
Trust Shares are sold without any sales charge or other similar non-recurring
charges.
From time to time, the Equity Funds may advertise their performance using
certain financial publications and/or compare its performance to certain
indices.
Further information about the performance of the Equity Funds is contained in
the Trust's Annual Report dated October 31, 1993, which can be obtained free of
charge.
FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------
Distributor
A subsidiary of FEDERATED INVESTORS
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
3120919A-I (4/94)
THE SHAWMUT FUNDS
EQUITY FUNDS
SHAWMUT GROWTH EQUITY FUND
SHAWMUT GROWTH AND INCOME EQUITY FUND
SHAWMUT QUANTITATIVE EQUITY FUND
SHAWMUT SMALL CAPITALIZATION EQUITY FUND
INVESTMENT SHARES
COMBINED PROSPECTUS
The shares offered by this prospectus represent interests in Investment Shares
of the equity portfolios (collectively, the "Equity Funds" or individually, as
appropriate in context, the "Fund") of The Shawmut Funds (the "Trust"), an
open-end management investment company (a mutual fund). In addition to the
Equity Funds, the Trust consists of the following separate investment
portfolios, each having distinct investment objectives and policies:
INCOME FUNDS
Shawmut Connecticut Intermediate Municipal
Income Fund
Shawmut Fixed Income Fund
Shawmut Intermediate Government Income Fund
Shawmut Limited Term Income Fund
Shawmut Massachusetts Intermediate Municipal
Income Fund
MONEY MARKET FUNDS
Shawmut Connecticut Municipal Money
Market Fund
Shawmut Massachusetts Municipal Money
Market Fund
Shawmut Prime Money Market Fund
This combined prospectus contains the information you should read and know
before you invest in the Equity Funds. Keep this prospectus for future
reference. The Equity Funds have also filed a Combined Statement of Additional
Information for Trust Shares and Investment Shares dated , 1994, with
the Securities and Exchange Commission. The information contained in the
Combined Statement of Additional Information is incorporated by reference into
this prospectus. You may request a copy of the Combined Statement of Additional
Information free of charge, obtain other information, or make inquiries about
the Equity Funds by writing or calling the Trust.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE 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 SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF SHAWMUT
BANK, ARE NOT ENDORSED OR GUARANTEED BY SHAWMUT BANK, ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, NOR ARE THEY INSURED OR GUARANTEED BY THE
FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. MUTUAL FUNDS INVOLVE
INVESTMENT RISKS, INCLUDING FLUCTUATIONS IN VALUE AND EARNINGS, AND THE POSSIBLE
LOSS OF PRINCIPAL.
INVESTMENT SHARES OF THE SHAWMUT FUNDS ARE AVAILABLE THROUGH REGISTERED
REPRESENTATIVES OF SHAWMUT BROKERAGE, INC. OR MDS SECURITIES, INC., MEMBERS
NASD/SIPC. SHAWMUT BROKERAGE, INC. IS AN AFFILIATE OF SHAWMUT BANK. MDS
SECURITIES, INC. IS NOT AN AFFILIATE OF SHAWMUT BANK.
Prospectus dated , 1994
TABLE OF CONTENTS
SYNOPSIS 3
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SUMMARY OF EQUITY FUND EXPENSES--
INVESTMENT SHARES 4
- ------------------------------------------------------
FINANCIAL HIGHLIGHTS 5
- ------------------------------------------------------
GENERAL INFORMATION 8
- ------------------------------------------------------
THE SHAWMUT FUNDS 8
- ------------------------------------------------------
OBJECTIVE AND POLICIES OF EACH FUND 8
- ------------------------------------------------------
Growth Equity Fund 8
Investment Objective 8
Investment Policies 8
Acceptable Investments 8
Growth and Income Equity Fund 9
Investment Objective 9
Investment Policies 9
Acceptable Investments 9
Quantitative Equity Fund 9
Investment Objective 9
Investment Policies 9
Acceptable Investments 9
Small Capitalization Equity Fund 10
Investment Objective 10
Investment Policies 10
Acceptable Investments 10
EQUITY FUNDS INVESTMENTS AND STRATEGIES 11
- ------------------------------------------------------
Common Stock 11
Convertible Securities 11
Securities of Foreign Issuers 12
Options and Futures Contracts 12
Stock Index Futures, Swap Agreements,
Indexed Securities, and Options 12
Restricted and Illiquid Securities 13
When-Issued and Delayed
Delivery Transactions 13
Lending of Portfolio Securities 13
Temporary Investments 13
Repurchase Agreements 14
Investing in Securities of Other
Investment Companies 14
Investment Limitations 14
THE SHAWMUT FUNDS INFORMATION 15
- ------------------------------------------------------
Management of The Shawmut Funds 15
Board of Trustees 15
Investment Adviser 15
Advisory Fees 15
Adviser's Background 15
Sub-Adviser 16
Distribution of Equity Funds' Shares 16
Distribution Plan 16
Administration of the Equity Funds 17
Administrative Services 17
Custodian 17
Transfer Agent, Dividend Disbursing Agent,
and Portfolio Accounting Services 18
Legal Counsel 18
Independent Accountants 18
Expenses of the Equity Funds
and Investment Shares 18
NET ASSET VALUE 18
- ------------------------------------------------------
INVESTING IN INVESTMENT SHARES 19
- ------------------------------------------------------
Through MDS 19
Directly from the Equity Funds 19
Minimum Investment Required 19
What Shares Cost 20
Purchases at Net Asset Value 20
Sales Charge Reallowance 20
Reducing the Sales Charge 21
Quantity Discounts and Accumulated
Purchases 21
Letter of Intent 21
Reinvestment Privilege 21
Concurrent Purchases 21
Systematic Investment Program 22
Subaccounting Services 22
Certificates and Confirmations 22
Dividends 22
Capital Gains 22
EXCHANGE PRIVILEGE 22
- ------------------------------------------------------
Exchanging Shares 22
Exchanging-by-Telephone 23
REDEEMING INVESTMENT SHARES 23
- ------------------------------------------------------
Through MDS 23
Directly from the Equity Funds 24
By Mail 24
Signatures 24
Receiving Payment 24
By Check 24
By Wire 25
Accounts with Low Balances 25
Systematic Withdrawal Program 25
Redemption in Kind 25
SHAREHOLDER INFORMATION 25
- ------------------------------------------------------
Voting Rights 25
Massachusetts Partnership Law 26
EFFECT OF BANKING LAWS 26
- ------------------------------------------------------
TAX INFORMATION 27
- ------------------------------------------------------
Federal Income Tax 27
OTHER CLASSES OF SHARES 27
- ------------------------------------------------------
PERFORMANCE INFORMATION 27
- ------------------------------------------------------
SYNOPSIS
INVESTMENT OBJECTIVES
The Shawmut Funds offer you a convenient, affordable way to participate in
separate, professionally managed portfolios of securities. This prospectus
relates only to the Equity Funds of the Trust.
EQUITY FUNDS
- ------------------------------------------------------
SHAWMUT GROWTH EQUITY FUND
("Growth Equity Fund") seeks long-term capital appreciation by investing in
a diversified portfolio of growth-oriented equity securities. The Fund
defines growth-oriented equity securities as securities of companies that
are projected by the investment adviser, based upon traditional research
techniques, to show earnings growth superior to the Standard & Poor's 500
Composite Stock Index.
- ------------------------------------------------------
- ------------------------------------------------------
SHAWMUT GROWTH AND INCOME EQUITY FUND
("Growth and Income Equity Fund") seeks a relatively high total return
through long-term capital appreciation and current income looking to
achieve a current dividend yield that exceeds the composite yield of
securities included in the Standard & Poor's 500 Composite Stock Index.
While there is no assurance that the Growth and Income Equity Fund will
achieve its objectives, it attempts to do so by investing in a
professionally managed, diversified portfolio consisting primarily of
common stocks that are selected by the investment adviser based upon
traditional research techniques.
- ------------------------------------------------------
- ------------------------------------------------------
SHAWMUT QUANTITATIVE EQUITY FUND
("Quantitative Equity Fund") seeks growth of capital by investing in a
diversified portfolio consisting of publicly-traded common stocks listed on
North American stock exchanges. The selection of investment securities is
made by use of a quantitative computer valuation model, as described in
this prospectus.
- ------------------------------------------------------
- ------------------------------------------------------
SHAWMUT SMALL CAPITALIZATION EQUITY FUND
("Small Capitalization Equity Fund") seeks long-term capital appreciation
by investing primarily in a portfolio of equity securities comprising the
small capitalization sector of the United States equity market (companies
which have a market value capitalization up to $1 billion).
- ------------------------------------------------------
BUYING AND REDEEMING EQUITY FUND SHARES
A minimum initial investment of $1,000 may be required. Subsequent investments
must be in amounts of at least $100, as described in this prospectus in the
section entitled "Minimum Investment Required."
EQUITY FUND MANAGEMENT
The Equity Funds' investment adviser is Shawmut Bank, N.A., which makes
investment decisions for the Equity Funds. The sub-adviser to the Quantitative
Equity Fund is Marque Millennium Group Limited.
SHAREHOLDER SERVICES
When you become a shareholder, you can easily obtain information about your
account by calling 1-800-SHAWMUT.
THE SHAWMUT EQUITY FUNDS
SUMMARY OF EQUITY FUND EXPENSES
INVESTMENT SHARES
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
GROWTH AND SMALL
GROWTH INCOME QUANTITATIVE CAPITALIZATION
EQUITY EQUITY EQUITY EQUITY
FUND FUND FUND FUND
-------- ------------ ------------- ----------------
<S> <C> <C> <C> <C>
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)...................... 4.00% 4.00% 4.00% 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 original purchase
price or redemption proceeds, as applicable)............. None None None None
Redemption Fee (as a percentage of amount redeemed, if
applicable).............................................. None None None None
Exchange Fee............................................... None None None None
ANNUAL INVESTMENT SHARES OPERATING EXPENSES
(As a percentage of average net assets)
Management Fee (after waiver)(1)........................... 0.50% 0.80% % 0.75%
12b-1 Fees (2)............................................. 0.25% 0.25% % 0.25%
Total Other Expenses (3)................................... 0.68% 0.22% % 0.27%
Total Investment Shares Operating Expenses (after waiver
and reimbursement)(4).................................... 1.43% 1.27% % 1.27%
</TABLE>
(1) The management fee has been reduced to reflect the voluntary waiver by the
investment adviser. The adviser can terminate this voluntary waiver at any
time at its sole discretion. The maximum management fee is 1.00%.
(2) The 12b-1 fee has been reduced to reflect the voluntary waiver by the
distributor. The Equity Funds can pay up to 0.50% of the average daily net
assets of Investment Shares as a 12b-1 fee to the distributor.
(3) Estimated other expenses have been reduced to reflect the voluntary waiver
by the administrator for the Growth Equity Fund.
(4) Annual Investment Shares Operating Expenses for the fiscal year ended
October 31, 1993, were 1.37% for the Growth Equity Fund; 1.25% for the
Growth and Income Equity Fund; and 1.33% for the Small Capitalization Equity
Fund. The Annual Investment Shares Operating Expenses in the table above are
based on expenses expected during the fiscal year ending October 31, 1994.
Absent the anticipated voluntary waivers and reimbursement explained in the
above footnotes, the Investment Shares Operating Expenses are estimated to
be 2.37% for Growth Equity Fund; 1.72% for Growth and Income Equity Fund;
% for Quantitative Equity Fund; and 1.77% for Small Capitalization Equity
Fund.
THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE VARIOUS
COSTS AND EXPENSES THAT A SHAREHOLDER OF INVESTMENT SHARES WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE "THE SHAWMUT FUNDS INFORMATION" AND "INVESTING IN INVESTMENT
SHARES." WIRE-TRANSFERRED REDEMPTIONS OF LESS THAN $5,000 MAY BE SUBJECT TO
ADDITIONAL FEES.
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. As noted in the
table above, the Equity Funds charge no redemption fee.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------- -------- -------- ---------
<S> <C> <C> <C> <C>
Growth Equity Fund.................................................. $54 $83 $115 $204
Growth and Income Equity Fund....................................... $52 $79 $107 $187
Quantitative Equity Fund............................................ $ $ N/A N/A
Small Capitalization Equity Fund.................................... $52 $79 $107 $187
</TABLE>
THE ABOVE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The information set forth in the foregoing table and example relates only to
Investment Shares of the Equity Funds. The Equity Funds also offer another class
of shares called Trust Shares. Trust Shares and Investment Shares are subject to
certain of the same expenses; however, Investment Shares are subject to a 12b-1
fee of up to .50 of 1%. See "Other Classes of Shares."
SHAWMUT GROWTH EQUITY FUND--FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
The following table has been audited by Price Waterhouse, the Fund's independent
public accountants. Their report dated December 17, 1993, on the Fund's
financial statements for the year ended October 31, 1993, and on the following
table for each of the periods presented, is included in the Annual Report, which
is incorporated by reference. This table should be read in conjunction with the
Fund's financial statements and notes thereto, which may be obtained from the
Fund.
<TABLE>
<CAPTION>
YEAR ENDED
TRUST SHARES OCTOBER 31, 1993*
- -------------------------------------------------------------------------------------------- ----------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $10.00
- --------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------------------------
Net investment income 0.023
- --------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments 0.487
- -------------------------------------------------------------------------------------------- ------
Total from investment operations 0.510
- --------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income (0.019)
- -------------------------------------------------------------------------------------------- ------
NET ASSET VALUE, END OF PERIOD $10.49
- -------------------------------------------------------------------------------------------- ------
TOTAL RETURN*** 5.09%
- --------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------------------------
Expenses 1.06%(a)
- --------------------------------------------------------------------------------------------
Net investment income 0.26%(a)
- --------------------------------------------------------------------------------------------
Expense waiver/reimbursement(b) 0.47%(a)
- --------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $20,787
- --------------------------------------------------------------------------------------------
Portfolio turnover rate(c) 71%
- --------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
INVESTMENT SHARES OCTOBER 31, 1993**
- -------------------------------------------------------------------------------------------- ----------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $10.01
- --------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------------------------
Net investment income 0.004
- --------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments 0.480
- -------------------------------------------------------------------------------------------- ------
Total from investment operations 0.484
- --------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income (0.004)
- -------------------------------------------------------------------------------------------- ------
NET ASSET VALUE, END OF PERIOD $10.49
- -------------------------------------------------------------------------------------------- ------
TOTAL RETURN*** 4.84%
- --------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------------------------
Expenses 1.37%(a)
- --------------------------------------------------------------------------------------------
Net investment income (0.10)%(a)
- --------------------------------------------------------------------------------------------
Expense waiver/reimbursement (b) 0.72%(a)
- --------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $4,631
- --------------------------------------------------------------------------------------------
Portfolio turnover rate(c) 71%
- --------------------------------------------------------------------------------------------
</TABLE>
* Reflects operations for the period from December 14, 1992 (date of initial
public investment) to October 31, 1993.
** Reflects operations for the period from February 12, 1993 (date of initial
public offering) to October 31, 1993.
*** Based on net asset value which does not reflect the sales load or redemption
fee, if applicable.
(a) Computed on an annualized basis.
(b) Increase/decrease in above expense/income ratios due to waivers or
reimbursements of expenses (Note 5).
(c) Represents portfolio turnover rate for the entire Fund.
SHAWMUT GROWTH AND INCOME EQUITY FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
The following table has been audited by Price Waterhouse, the Fund's independent
public accountants. Their report dated December 17, 1993, on the Fund's
financial statements for the year ended October 31, 1993, and on the following
table for each of the periods presented, is included in the Annual Report, which
is incorporated by reference. This table should be read in conjunction with the
Fund's financial statements and notes thereto, which may be obtained from the
Fund.
<TABLE>
<CAPTION>
YEAR ENDED
TRUST SHARES OCTOBER 31, 1993*
- ---------------------------------------------------------------------------------------------------- -----------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $10.00
- --------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------------------------
Net investment income 0.18
- --------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments 0.69
- -------------------------------------------------------------------------------------------- ------
Total from investment operations 0.87
- --------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income (0.18)
- -------------------------------------------------------------------------------------------- ------
NET ASSET VALUE, END OF PERIOD $10.69
- -------------------------------------------------------------------------------------------- ------
TOTAL RETURN*** 8.80%
- --------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------------------------
Expenses 0.98%(a)
- --------------------------------------------------------------------------------------------
Net investment income 2.11%(a)
- --------------------------------------------------------------------------------------------
Expense waiver/reimbursement(b) 0.27%(a)
- --------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $147,090
- --------------------------------------------------------------------------------------------
Portfolio turnover rate(c) 38%
- --------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
INVESTMENT SHARES OCTOBER 31, 1993**
- ---------------------------------------------------------------------------------------------------- -----------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $10.23
- --------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------------------------
Net investment income 0.15
- --------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments 0.48
- -------------------------------------------------------------------------------------------- ------
Total from investment operations 0.63
- --------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income (0.17)
- -------------------------------------------------------------------------------------------- ------
NET ASSET VALUE, END OF PERIOD $10.69
- -------------------------------------------------------------------------------------------- ------
TOTAL RETURN*** 6.20%
- --------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------------------------
Expenses 1.25%(a)
- --------------------------------------------------------------------------------------------
Net investment income 1.77%(a)
- --------------------------------------------------------------------------------------------
Expense waiver/reimbursement(b) 0.53%(a)
- --------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $16,280
- --------------------------------------------------------------------------------------------
Portfolio turnover rate(c) 38%
- --------------------------------------------------------------------------------------------
</TABLE>
* Reflects operations for the period from December 14, 1992 (date of initial
public investment) to October 31, 1993.
** Reflects operations for the period from February 12, 1993 (date of initial
public offering) to October 31, 1993.
*** Based on net asset value which does not reflect the sales load or redemption
fee, if applicable.
(a) Computed on an annualized basis.
(b) Increase/decrease in above expenses/income ratios due to waivers or
reimbursements of expenses (Note 5).
(c) Represents portfolio turnover rate for the entire Fund.
SHAWMUT SMALL CAPITALIZATION EQUITY FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
The following table has been audited by Price Waterhouse, the Fund's independent
public accountants. Their report dated December 17, 1993, on the Fund's
financial statements for the year ended October 31, 1993, and on the following
table for each of the periods presented, is included in the Annual Report, which
is incorporated by reference. This table should be read in conjunction with the
Fund's financial statements and notes thereto, which may be obtained from the
Fund.
<TABLE>
<CAPTION>
YEAR ENDED
TRUST SHARES OCTOBER 31, 1993*
- ---------------------------------------------------------------------------------------------------- -----------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $10.00
- --------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------------------------
Net investment income 0.002
- --------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments 1.210
- -------------------------------------------------------------------------------------------- ------
Total from investment operations 1.212
- --------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income (0.002)
- -------------------------------------------------------------------------------------------- ------
NET ASSET VALUE, END OF PERIOD $11.21
- -------------------------------------------------------------------------------------------- ------
TOTAL RETURN*** 12.12%
- --------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------------------------
Expenses 1.01%(a)
- --------------------------------------------------------------------------------------------
Net investment income 0.02%(a)
- --------------------------------------------------------------------------------------------
Expense waiver/reimbursement(b) 0.28%(a)
- --------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $100,382
- --------------------------------------------------------------------------------------------
Portfolio turnover rate(c) 29%
- --------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
INVESTMENT SHARES OCTOBER 31, 1993**
- ---------------------------------------------------------------------------------------------------- -----------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $10.52
- --------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------------------------
Net investment loss (0.008)
- --------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments 0.698
- -------------------------------------------------------------------------------------------- ------
Total from investment operations 0.690
- -------------------------------------------------------------------------------------------- ------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income (0.000)
- --------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $11.21
- -------------------------------------------------------------------------------------------- ------
TOTAL RETURN*** 6.56%
- --------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------------------------
Expenses 1.33%(a)
- --------------------------------------------------------------------------------------------
Net investment loss (0.19)%(a)
- --------------------------------------------------------------------------------------------
Expense waiver/reimbursement(b) 0.54%(a)
- --------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $15,014
- --------------------------------------------------------------------------------------------
Portfolio turnover rate(c) 29%
- --------------------------------------------------------------------------------------------
</TABLE>
* Reflects operations for the period from December 14, 1992 (date of initial
public investment) to October 31, 1993.
** Reflects operations for the period from February 12, 1993 (date of initial
public offering) to October 31, 1993.
*** Based on net asset value which does not reflect the sales load or redemption
fee, if applicable.
(a) Computed on an annualized basis.
(b) Increase/decrease in above expense/income ratios due to waivers or
reimbursements of expenses (Note 5).
(c) Represents portfolio turnover rate for the entire Fund.
GENERAL INFORMATION
The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated July 16, 1992. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
As of the date of this prospectus, the Board of Trustees (the "Trustees") has
established two classes of shares of each of the Equity Funds, known as Trust
Shares and Investment Shares. This prospectus relates only to Investment Shares
of the Equity Funds.
A minimum initial investment of $1,000 may be required. Subsequent investments
must be in amounts of at least $100, as described in this prospectus in the
section entitled "Minimum Investment Required," or $50 for participants in the
Systematic Investment Program. Investment Shares are currently sold at net asset
value with a sales charge imposed by the Equity Funds, as described in this
prospectus.
THE SHAWMUT FUNDS
The shareholders of the Equity Funds are shareholders of The Shawmut Funds,
which currently consist of Shawmut Connecticut Intermediate Municipal Income
Fund, Shawmut Connecticut Municipal Money Market Fund, Shawmut Fixed Income
Fund, Shawmut Growth and Income Equity Fund, Shawmut Growth Equity Fund, Shawmut
Intermediate Government Income Fund, Shawmut Limited Term Income Fund, Shawmut
Massachusetts Intermediate Municipal Income Fund, Shawmut Massachusetts
Municipal Money Market Fund, Shawmut Prime Money Market Fund, Shawmut
Quantitative Equity Fund, and Shawmut Small Capitalization Equity Fund.
Shareholders in the Equity Funds have easy access to the other portfolios of The
Shawmut Funds through an exchange program. The Shawmut Funds are advised by
Shawmut Bank, N.A., and distributed by Federated Securities Corp. The
sub-adviser to the Quantitative Equity Fund is Marque Millennium Group Limited.
OBJECTIVE AND POLICIES OF EACH FUND
GROWTH EQUITY FUND
INVESTMENT OBJECTIVE
The investment objective of the Growth Equity Fund is to provide long-term
capital appreciation. The investment objective cannot be changed without
approval of shareholders. While there is no assurance that the Fund will achieve
its investment objective, it endeavors to do so by following the investment
policies described in this prospectus.
INVESTMENT POLICIES
The investment policies may be changed by the Trustees without shareholder
approval. Shareholders will be notified before any material change in these
policies becomes effective.
ACCEPTABLE INVESTMENTS
- ------------------------------------------------------
UNDER NORMAL MARKET CIRCUMSTANCES, THE GROWTH EQUITY FUND WILL INVEST AT
LEAST 65% OF ITS ASSETS IN GROWTH-ORIENTED EQUITY SECURITIES.
- ------------------------------------------------------
The Growth Equity Fund defines growth-oriented equity securities as securities
that are projected by the Growth Equity Fund's investment adviser to show
earnings growth superior to the Standard & Poor's 500 Composite Stock Index.
The Growth Equity Fund invests primarily in equity securities of companies
selected by the investment adviser on the basis of traditional research
techniques, including assessment of earnings and dividend growth prospects and
of the risk and volatility of each company's business. The fundamental changes
which the investment adviser will seek to identify in companies include, for
example, restructuring of basic businesses or reallocations of assets which
present opportunities for significant share price appreciation. At times, the
Growth Equity Fund will invest in securities of companies which are deemed by
the investment adviser to be candidates for acquisition by other entities as
indicated by changes in ownership, changes in standard price-to-value ratios,
and an examination of other standard analytical indices.
GROWTH AND INCOME
EQUITY FUND
INVESTMENT OBJECTIVE
The investment objective of the Growth and Income Equity Fund is to provide a
relatively high total return through long-term capital appreciation and current
income. The investment objective cannot be changed without approval of
shareholders. The Growth and Income Equity Fund generally looks to achieve a
yield that exceeds the composite dividend yield of securities included in the
Standard & Poor's 500 Composite Stock Index. While there is no assurance that
the Fund will achieve its investment objective, it endeavors to do so by
following the investment policies described in this prospectus.
INVESTMENT POLICIES
The investment policies may be changed by the Trustees without shareholder
approval. Shareholders will be notified before any material change in these
policies becomes effective.
ACCEPTABLE INVESTMENTS
- ------------------------------------------------------
UNDER NORMAL MARKET CIRCUMSTANCES, THE GROWTH AND INCOME EQUITY FUND WILL
INVEST AT LEAST 65% OF ITS ASSETS IN GROWTH AND INCOME EQUITY SECURITIES.
- ------------------------------------------------------
In addition, the Growth and Income Equity Fund may invest as described in this
prospectus.
QUANTITATIVE EQUITY FUND
INVESTMENT OBJECTIVE
The investment objective of the Quantitative Equity Fund is to provide growth of
capital. The investment objective of the Quantitative Equity Fund cannot be
changed without the approval of shareholders. While there is no assurance that
the Quantitative Equity Fund will achieve its investment objective, it endeavors
to do so by following the investment policies described in this prospectus.
INVESTMENT POLICIES
The investment policies described below may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in these policies becomes effective.
ACCEPTABLE INVESTMENTS
- ------------------------------------------------------
UNDER NORMAL MARKET CIRCUMSTANCES, THE QUANTITATIVE EQUITY FUND WILL INVEST
AT LEAST 65% OF ITS ASSETS IN EQUITY SECURITIES.
- ------------------------------------------------------
The Quantitative Equity Fund will invest its assets in a diversified portfolio
of equity securities issued by companies with a market value capitalization in
excess of $250 million and a minimum daily average trading volume as established
by the Sub-Adviser from time to time. To select common stocks for the
Quantitative Equity Fund, the Sub-Adviser uses a quantitative computer valuation
model to evaluate the relative attractiveness of common stocks listed on North
American stock exchanges. Stocks are selected based upon their price momentum,
as measured by combining four quantitative disciplines: trend analysis, velocity
of price movements, disparity of prices from moving averages, and price and
volume activity for valuation judgments, and then reviewed based on fundamental
characteristics. Since the primary analysis is of factors other than
fundamentals, portfolios will include stocks with both growth and value
characteristics. Portfolios are constructed in accordance with strict investment
criteria. The Quantitative Equity Fund purchases stocks that have undergone long
periods of price deterioration and are likely to reverse and move up in price (a
contrarian strategy). It will also purchase stocks that are in firmly
established patterns of price appreciation. Sales occur in adherence to a strict
discipline based upon system analytics or price movement. In addition, the
Quantitative Equity Fund may invest as described in this prospectus.
SMALL CAPITALIZATION
EQUITY FUND
INVESTMENT OBJECTIVE
The investment objective of the Small Capitalization Equity Fund is to provide
long-term capital appreciation. The investment objective of the Small
Capitalization Equity Fund cannot be changed without the approval of
shareholders. While there is no assurance that the Small Capitalization Equity
Fund will achieve its investment objective, it endeavors to do so by following
the investment policies described in this prospectus.
INVESTMENT POLICIES
The investment policies may be changed by the Trustees without shareholder
approval. Shareholders will be notified before any material change in these
policies becomes effective.
ACCEPTABLE INVESTMENTS
- ------------------------------------------------------
UNDER NORMAL CIRCUMSTANCES, THE SMALL CAPITALIZATION EQUITY FUND WILL
INVEST
AT LEAST 65% OF ITS TOTAL ASSETS IN EQUITY SECURITIES OF COMPANIES THAT
HAVE A
MARKET VALUE CAPITALIZATION OF UP TO $1 BILLION.
- ------------------------------------------------------
In addition, the Small Capitalization Equity Fund may invest as described in
this prospectus.
EQUITY FUNDS INVESTMENTS AND STRATEGIES
COMMON STOCK. As described above, the Equity Funds invest primarily in equity
securities. As with other mutual funds that invest primarily in equity
securities, the Equity Funds are subject to market risks. That is, the
possibility exists that common stocks will decline over short or even extended
periods of time, and the United States equity market tends to be cyclical,
experiencing both periods when stock prices generally increase and periods when
stock prices generally decrease. However, because the Equity Funds, other than
the Quantitative Equity Fund, invest primarily in growth-oriented equity
securities (Growth Equity Fund and Growth and Income Equity Fund) or in small
capitalization stocks (Small Capitalization Equity Fund), there are some
additional risk factors associated with investments in the Equity Funds.
Growth-oriented stocks may include issuers with smaller capitalization. Small
capitalization stocks have historically been more volatile in price than larger
capitalization stocks, such as those included in the Standard & Poor's 500
Index. This is because, among other things, smaller companies have a lower
degree of liquidity in the equity market and tend to have a greater sensitivity
to changing economic conditions. Further, in addition to exhibiting greater
volatility, these stocks may, to some degree, fluctuate independently of the
stocks of large companies. That is, the stock of small capitalization companies
may decline in price as the price of large company stocks rises or vice verse.
Therefore, investors should except that the Equity Funds will be more volatile
than, and may fluctuate independently of, broad stock market indices such as the
Standard & Poor's 500 Index.
In the case of the Quantitative Equity Fund, stocks that show growth or value
characteristics may be included in the investment portfolio, even though those
characteristics do not drive the stock selection process. Because of its price
and volume oriented selection method, the Quantitative Equity Fund tends to be
less volatile than the market.
CONVERTIBLE SECURITIES. Convertible securities are fixed income securities which
may be exchanged or converted into a predetermined number of the issuer's
underlying common stock at the option of the holder during a specified time
period. Convertible securities may take the form of convertible preferred stock,
convertible bonds or debentures, units consisting of "usable" bonds and warrants
or a combination of the features of several of these securities. The Equity
Funds invest in convertible bonds rated "BB" or higher by Standard & Poor's
Corporation or "Ba" or higher by Moody's Investors Service, Inc., at the time of
investment. If a convertible bond is rated below "BB" or "Ba" according to the
characteristics set forth here after a Fund has purchased it, the Fund is not
required to drop the convertible bond from the portfolio, but will consider
appropriate action. The investment characteristics of each convertible security
vary widely, which allows convertible securities to be employed for different
investment objectives.
Convertible bonds and convertible preferred stocks are fixed income securities
that generally retain the investment characteristics of fixed income securities
until they have been converted but also react to movements in the underlying
equity securities. The holder is entitled to receive the fixed income of a bond
or the dividend preference of a preferred stock until the holder elects to
exercise the conversion privilege. Usable bonds are corporate bonds that can be
used in whole or in part, customarily at full face value, in lieu of cash to
purchase the issuer's common stock. When owned as part of a unit along with
warrants, which are options to buy the common stock, they function as
convertible bonds, except that the warrants generally will expire before the
bond's maturity. Convertible securities are senior to equity securities, and
therefore, have a
claim to assets of the corporation prior to the holders of common stock in the
case of liquidation. However, convertible securities are generally subordinated
to similar nonconvertible securities of the same company. The interest income
and dividends from convertible bonds and preferred stocks provide a stable
stream of income with generally higher yields than common stocks, but lower than
non-convertible securities of similar quality. The Equity Funds will exchange or
convert the convertible securities held in their respective portfolios into
shares of the underlying common stock in instances in which, in the investment
adviser's opinion, the investment characteristics of the underlying common
shares will assist the particular Fund in achieving its investment objectives.
Otherwise, the Fund will hold or trade the convertible securities. In selecting
convertible securities for a Fund, the Fund's adviser evaluates the investment
characteristics of the convertible security as a fixed income instrument, and
the investment potential of the underlying equity security for capital
appreciation. In evaluating these matters with respect to a particular
convertible security, the Fund's adviser considers numerous factors, including
the economic and political outlook, the value of the security relative to other
investment alternatives, trends in the determinants of the issuer's profits, and
the issuer's management capability and practices.
SECURITIES OF FOREIGN ISSUERS. The Equity Funds may invest in the securities of
foreign issuers which are freely traded on United States securities exchanges or
in the over-the-counter market in the form of depository receipts. Securities of
a foreign issuer may present greater risks in the form of nationalization,
confiscation, domestic marketability, or other national or international
restrictions. As a matter of practice, the Equity Funds will not invest in the
securities of a foreign issuer if any such risk appears to the investment
adviser to be substantial.
OPTIONS AND FUTURES CONTRACTS. The Equity Funds may buy and sell options and
futures contracts to manage their respective individual exposure to changing
interest rates, security prices, and currency exchange rates. Some options and
futures strategies, including selling futures, buying puts, and writing calls,
tend to hedge the Equity Funds' respective investments against price
fluctuations. Other strategies, including buying futures, writing puts, and
buying calls, tend to increase market exposure. Options and futures may be
combined with each other or with forward contracts in order to adjust the risk
and return characteristics of the overall strategy. The Equity Funds may invest
in options and futures based on any type of security, index, or currency,
including options and futures traded on foreign exchanges and options not traded
on exchanges.
Options and futures can be volatile investments, and involve certain risks. If
the investment adviser applies a hedge at an inappropriate time or judges market
conditions incorrectly, options and futures may lower an Equity Fund's
individual return. An Equity Fund could also experience losses if the prices of
its options and futures positions were poorly correlated with its other
investments, or if it could not close out its positions because of an illiquid
secondary market.
Each of the Equity Funds will not hedge more than 20% of their respective total
assets by selling futures, buying puts, and writing calls under normal
conditions. In addition, each of the Equity Funds will not buy futures or write
puts whose underlying value exceeds 20% of their respective total assets, and
the Equity Funds will not buy calls with a value exceeding 5% of their
respective total assets.
STOCK INDEX FUTURES, SWAP AGREEMENTS, INDEXED SECURITIES, AND OPTIONS. The
Equity Funds may utilize stock index futures contracts, options, swap
agreements, indexed securities, and options on futures contracts, subject to the
limitation that the value of these futures contracts, swap agreements, indexed
securities, and options will not exceed 20% of each of the Equity Funds' total
assets. Also, each Equity Fund will not purchase options to the extent that more
than 5% of the value of the Equity Fund's total
assets would be invested in premiums on open put option positions. In addition,
each Fund does not intend to invest more than 5% of the market value of its
total assets in each of the following: futures contracts, swap agreements, and
indexed securities. When an Equity Fund enters into a swap agreement, assets of
the Fund equal to the value of the swap agreement will be segregated by the
Fund.
There are several risks accompanying the utilization of futures contracts.
First, positions in futures contracts may be closed only on an exchange or board
of trade that furnishes a secondary market for such contracts. While the Equity
Funds plan to utilize futures contracts only if there exists an active market
for such contracts, there is no guarantee that a liquid market will exist for
the contracts at a specified time. Furthermore, because, by definition, futures
contracts look to projected price levels in the future and not to current levels
of valuation, market circumstances may result in there being a discrepancy
between the price of the stock index future and the movement in the
corresponding stock index. The absence of a perfect price correlation between
the futures contract and its underlying stock index could stem from investors
choosing to close futures contracts by offsetting transactions, rather than
satisfying additional margin requirements. This could result in a distortion of
the relationship between the index and the futures market. In addition, because
the futures market imposes less burdensome margin requirements than the
securities market, an increased amount of participation by speculators in the
futures market could result in price fluctuations.
RESTRICTED AND ILLIQUID SECURITIES. The Equity Funds intend to invest in
restricted securities. Restricted securities are any securities in which each
Equity Fund may otherwise invest pursuant to its investment objective and
policies, but which are subject to restriction on resale under federal
securities law. However, each Equity Fund will limit investments in illiquid
securities, including certain restricted securities not determined by the
Trustees to be liquid, non-negotiable fixed time deposits with maturities over
seven days, over-the-counter options, and repurchase agreements providing for
settlement in more than seven days after notice, to 15% of its net assets.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Equity Funds may purchase
securities on a when-issued or delayed delivery basis. These transactions are
arrangements in which each Equity Fund purchases securities with payment and
delivery scheduled for a future time. In when-issued and delayed delivery
transactions, the Equity Funds rely on the seller to complete the transaction.
The seller's failure to complete the transaction may cause the Equity Funds to
miss a price or yield considered to be advantageous.
LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, each
Equity Fund may lend portfolio securities on a short-term or long-term basis, or
both, up to one-third of the value of its total assets to broker/dealers, banks,
or other institutional borrowers of securities. The Equity Funds will only enter
into loan arrangements with broker/dealers, banks, or other institutions which
the investment adviser has determined are creditworthy under guidelines
established by the Trustees and will receive collateral in the form of cash or
U.S. government securities equal to at least 100% of the value of the securities
loaned.
TEMPORARY INVESTMENTS. In such proportions as, in the judgment of its investment
adviser, prevailing market conditions warrant, each
Equity Fund may, for temporary defensive purposes, invest in:
- - short-term money market instruments rated in one of the top two rating
categories by a nationally recognized statistical rating organization;
- - securities issued and/or guaranteed as to payment of principal and interest by
the U.S. government, its agencies, or instrumentalities; and
- - repurchase agreements.
REPURCHASE AGREEMENTS. The U.S. government securities and other securities in
which each Equity Fund invests may be purchased pursuant to repurchase
agreements. Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell U.S. government
securities or other securities to an Equity Fund and agrees at the time of sale
to repurchase them at a mutually agreed upon time and price. To the extent that
the original seller does not repurchase the securities from an Equity Fund, the
Fund could receive less than the repurchase price on any sale of such
securities.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES. The Equity Funds may
invest in the securities of other investment companies, but they will not own
more than 3% of the total outstanding voting stock of any investment company,
invest more than 5% of its total assets in any one investment company, or invest
more than 10% of its total assets in investment companies in general. The Equity
Funds will invest in other investment companies primarily for the purpose of
investing its short-term cash which has not yet been invested in other portfolio
instruments. However, from time to time, on a temporary basis, each of the
Equity Funds may invest exclusively in one other investment company managed
similarly to the appropriate Fund. Shareholders should realize that, when one of
the Equity Funds invests in other investment companies, certain fund expenses,
such as custodian fees and administrative fees, may be duplicated. The adviser
will waive its investment advisory fee on assets invested in securities of other
investment companies.
INVESTMENT LIMITATIONS
- ------------------------------------------------------
THE EQUITY FUNDS FOLLOW A NUMBER OF GUIDELINES IN MANAGING THEIR PORTFOLIOS
IN ORDER TO LIMIT INVESTMENT RISKS.
- ------------------------------------------------------
Each Equity Fund will not:
- - borrow money directly or through reverse repurchase agreements (arrangements
in which an Equity Fund sell a portfolio instrument for a percentage of its
cash value with an arrangement to buy it back on a set date) or pledge
securities except, under certain circumstances, an Equity Fund may borrow up
to one-third of the value of its total assets and pledge up to 10% of the
value of its total assets to secure such borrowings; or
- - with respect to 75% of the value of its total assets, invest more than 5% in
securities of one issuer (other than cash, cash items, or securities issued or
guaranteed by the government of the United States or its agencies or
instrumentalities and repurchase agreements collateralized by such
securities), or acquire more than 10% of the outstanding voting securities of
any one issuer.
The above investment limitations cannot be changed without shareholder approval.
The following limitation, however, may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in this limitation becomes effective.
Each Equity Fund will not:
- - invest more than 10% of its total assets in securities subject to restrictions
on resale under the Securities Act of 1933 (except for commercial paper issued
under Section 4(2) of the Securities Act of 1933 and certain other securities
which meet the criteria for liquidity as established by the Trustees).
THE SHAWMUT FUNDS INFORMATION
MANAGEMENT OF THE
SHAWMUT FUNDS
BOARD OF TRUSTEES
- ------------------------------------------------------
THE SHAWMUT FUNDS ARE MANAGED BY A BOARD OF TRUSTEES.
- ------------------------------------------------------
The Trustees are responsible for managing the Trust's business affairs and for
exercising all the Trust's powers except those reserved for the shareholders.
The Executive Committee of the Board of Trustees handles the Board's
responsibilities between meetings of the Board.
INVESTMENT ADVISER
- ------------------------------------------------------
PURSUANT TO AN INVESTMENT ADVISORY CONTRACT WITH THE TRUST, INVESTMENT
DECISIONS FOR THE EQUITY FUNDS ARE MADE BY SHAWMUT BANK, N.A. (THE
"ADVISER"), SUBJECT TO DIRECTION BY THE TRUSTEES.
- ------------------------------------------------------
The Adviser continually conducts investment research and supervision for the
Equity Funds and is responsible for the purchase or sale of portfolio
instruments, for which it receives an annual fee from the respective assets of
the Equity Funds.
ADVISORY FEES
- ------------------------------------------------------
THE ADVISER MAY VOLUNTARILY WAIVE PART OF ITS ADVISORY FEES.
- ------------------------------------------------------
The Adviser receives an annual investment advisory fee equal to 1.00% of each of
the Equity Funds' average daily net assets. The fees paid by the Equity Funds,
while higher than the advisory fees paid by other mutual funds in general, are
comparable to fees paid by mutual funds with similar objectives and policies.
The Adviser has undertaken to waive a portion of its advisory fee, up to the
amount of the advisory fee, to reimburse each of the Equity Funds for operating
expenses in excess of limitations established by certain states. The Adviser may
further voluntarily waive a portion of its fee or reimburse any of the Equity
Funds for certain operating expenses. The Adviser can terminate such voluntary
waiver or reimbursement policy at any time with any of the Equity Funds at its
sole discretion.
ADVISER'S BACKGROUND
- ------------------------------------------------------
SHAWMUT BANK, N.A., A NATIONAL BANKING ASSOCIATION, AND ITS AFFILIATES HAVE
MANAGED COMMINGLED FUNDS FOR OVER FIFTY YEARS. AS OF DECEMBER 31, 1993,
SHAWMUT NATIONAL CORPORATION, THROUGH ITS SUBSIDIARIES INCLUDING SHAWMUT
BANK, N.A., MANAGED MORE THAN $15 BILLION IN DISCRETIONARY TRUST ASSETS.
SHAWMUT BANK, N.A., HAS SERVED AS AN ADVISER TO MUTUAL FUNDS SINCE THE
INCEPTION OF THE SHAWMUT FUNDS ON DECEMBER 1, 1992.
- ------------------------------------------------------
Shawmut Bank, N.A., a national banking association, along with Shawmut Bank
Connecticut, National Association, are the principal subsidiaries of Shawmut
National Corporation, a super-regional bank holding company formed on February
29, 1988, and based in southern New England. Shawmut National Corporation serves
consumers through its network of banking offices with a full range of deposit
and lending products, as well as investment services. Shawmut Bank's borrowers
may be issuers of certain securities in which The Shawmut Funds may invest. The
principal executive offices of the investment adviser are located at One Federal
Street, Boston, Massachusetts 02211.
E. Bradley Bruce II has been responsible for managing the Growth Equity Fund
since October 1993. Mr. Bruce joined Shawmut Bank as a portfolio manager in
February 1992. Prior to this,
he had been employed as a portfolio manager with a private investment management
firm since 1988. Mr. Bruce received his B.A. degree at Middlebury College and
his M.B.A. degree at Columbia University Graduate School of Business.
Brendan J. Henebry has been the portfolio manager of the Growth and Income
Equity Fund since its inception in December 1992. Mr. Henebry has been with
Shawmut Bank, the Fund's Adviser, and its predecessor since 1965, and has been a
Vice President of the Adviser since 1978. During the past five years, Mr.
Henebry has served as Manager of the Growth and Income Equity Management Group.
He is an honors graduate of St. Anselm's College, where he concentrated in
economics.
Kenneth J. Garvey is the portfolio manager of the Quantitative Equity Fund. Mr.
Garvey is a Managing Director and co-founder of Marque Millennium Group Limited,
which serves as the sub-adviser to the Quantitative Equity Fund. Mr. Garvey has
served as a senior investment executive at several major investment firms.
Peter C. Larson has been the portfolio manager of the Small Capitalization
Equity Fund since its inception in December 1992. Mr. Larson joined Shawmut Bank
in 1963 as an investment officer and has been a Vice President in charge of
Shawmut's Small Cap Equity Management product since inception in 1980. He holds
a B.S. degree in finance from the University of Connecticut.
SUB-ADVISER
- ------------------------------------------------------
PURSUANT TO THE TERMS OF AN INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN THE
ADVISER AND MARQUE MILLENNIUM GROUP LIMITED ("MARQUE MILLENNIUM" OR THE
"SUB-ADVISER"), MARQUE MILLENNIUM FURNISHES CERTAIN INVESTMENT ADVISORY
SERVICES TO THE ADVISER ON BEHALF OF THE QUANTITATIVE EQUITY FUND.
- ------------------------------------------------------
Marque Millennium assists the Adviser in identifying securities for potential
purchase and/or sale through its quantitative analysis of common stocks, as
described in the "Acceptable Investment" section for the Quantitative Equity
Fund. For the services provided and the expenses incurred by the Sub-Adviser
pursuant to the sub-advisory agreement, Marque Millennium is entitled to receive
an annual fee of one-half of the total advisory fee being charged (up to .50 of
1.00% of the Quantitative Equity Fund's average daily net assets being paid to
the Sub-Adviser), payable by the Adviser. Marque Millennium may elect to waive
some or all of its fee. In no event shall the Quantitative Equity Fund be
responsible for any fees due to the Sub-Adviser for its services to the Adviser.
Marque Millennium, which is located at 126 East 56th Street, New York, New York
10022, provides investment counsel to both individuals and institutions. As of
, 1994, Marque Millennium furnished services, substantially similar
to the services it provides to the Adviser, to other accounts with assets in
excess of $ . Marque Millennium has not previously acted as an investment
adviser or sub-adviser to an investment company. The Sub-Adviser is controlled
by .
DISTRIBUTION OF EQUITY FUNDS' SHARES
- ------------------------------------------------------
FEDERATED SECURITIES CORP. IS THE PRINCIPAL DISTRIBUTOR FOR INVESTMENT
SHARES.
- ------------------------------------------------------
Federated Securities Corp., Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779, is a Pennsylvania corporation organized on November 14, 1969, and is
the principal distributor for a number of investment companies. Federated
Securities Corp. is a subsidiary of Federated Investors.
DISTRIBUTION PLAN. Under the distribution plan adopted in accordance with
Investment Company Act Rule 12b-1 (the "Plan"), each of the Equity Funds will
pay to the distributor an amount computed at an annual rate of up to .50
of 1% of the average daily net asset value of the Investment Shares of each of
the Equity Funds, to finance any activity which is principally intended to
result in the sale of Investment Shares subject to the Plan.
The distributor may, from time to time and for such periods as it deems
appropriate, voluntarily reduce its compensation under the Plan.
The distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers, and broker/dealers ("brokers")
to provide distribution and/or administrative services as agents for their
clients or customers who own Investment Shares of the Equity Funds.
Administrative services may include, but are not limited to, the following
functions: providing office space, equipment, telephone facilities, and various
clerical, supervisory, computer, and other personnel as necessary or beneficial
to establish and maintain shareholder accounts and records; processing purchase
and redemption transactions and automatic investments of client account cash
balances; answering routine client inquiries; assisting clients in changing
dividend options, account designations, and addresses; and providing such other
services as may reasonably be requested.
The distributor will pay financial institutions a fee based upon the Investment
Shares subject to the Plan and owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the distributor.
The Plan is a "compensation" type plan. As such, the Equity Funds make no
payments to the distributor except as described above. Therefore, the Equity
Funds do not pay for unreimbursed expenses of the distributor, including amounts
expended by the distributor in excess of amounts received by it from the Equity
Funds, interest, carrying, or other financing charges in connection with excess
amounts expended, or the distributor's overhead expenses. However, the
distributor may be able to recover such amounts or may earn a profit from future
payments made by the Equity Funds under the Plan.
The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or a savings and loan association) from being an underwriter or distributor
of most securities. In the event the Glass-Steagall Act is deemed to prohibit
depository institutions from acting in the administrative capacities described
above or should Congress relax current restrictions on depository institutions,
the Trustees will consider appropriate changes in the services.
State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state law.
ADMINISTRATION OF THE EQUITY FUNDS
ADMINISTRATIVE SERVICES. Federated Administrative Services ("FAS"), Federated
Investors Tower, Pittsburgh, Pennsylvania 15222-3779, a subsidiary of Federated
Investors, provides the Equity Funds with certain administrative personnel and
services necessary to operate the Equity Funds, such as legal and accounting
services. FAS provides these at an annual rate as specified below:
<TABLE>
<CAPTION>
MAXIMUM AVERAGE AGGREGATED DAILY
ADMINISTRATIVE FEE NET ASSETS OF THE TRUST
<S> <C>
.150 of 1% First $250 million
.125 of 1% Next $250 million
.100 of 1% Next $250 million
.075 of 1% Over $750 million
</TABLE>
The administrative fee received by FAS during any fiscal year shall be at least
$50,000 for each of the Equity Funds. FAS may voluntarily choose to waive a
portion of its fee.
CUSTODIAN. Shawmut Bank, N.A., One Federal Street, Boston, Massachusetts 02211,
is custodian for the securities and cash of the Equity Funds. Under the
Custodian Agreement, Shawmut Bank, N.A., holds the Equity Funds' portfolio
securities in safekeeping and keeps all necessary records and documents relating
to its duties.
TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND PORTFOLIO ACCOUNTING SERVICES.
Federated Services Company, Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779 is transfer agent and dividend disbursing agent for the Equity Funds.
It also provides certain accounting and recordkeeping services with respect to
each of the Equity Funds' portfolio investments.
LEGAL COUNSEL. Legal counsel is provided by Houston, Houston & Donnelly, 2510
Centre City Tower, Pittsburgh, Pennsylvania 15222, and Dickstein, Shapiro &
Morin, 2101 L Street, N.W., Washington, DC 02110.
INDEPENDENT ACCOUNTANTS. The independent accountants for the Equity Funds are
Price Waterhouse, 160 Federal Street, Boston, Massachusetts 02110.
EXPENSES OF THE EQUITY FUNDS AND
INVESTMENT SHARES
Holders of Investment Shares pay their allocable portion of the Equity Funds'
and the Trust's expenses. The Trust expenses for which holders of Investment
Shares pay their allocable portion include, but are not limited to: the cost of
organizing the Trust and continuing its existence; registering the Trust with
federal and state securities authorities; Trustees' fees; auditors' fees; the
cost of meetings of Trustees; legal fees of the Trust; association membership
dues; and such non-recurring and extraordinary items as may arise.
The respective Equity Fund expenses for which holders of Investment Shares pay
their allocable portion include, but are not limited to: registering the Equity
Funds and shares of the Equity Funds; investment advisory services; taxes and
commissions; custodian fees; insurance premiums; auditors' fees; and such
non-recurring and extraordinary items as may arise.
At present, no expenses, other than distribution expenses, are allocated
exclusively to the Investment Shares as a class. However, the Trustees reserve
the right to allocate certain other expenses to holders of Investment Shares as
they deem appropriate ("Class Expenses"). In any case, Class Expenses would be
limited to: distribution fees; transfer agent fees as identified by the transfer
agent as attributable to holders of Investment Shares; printing and postage
expenses related to preparing and distributing materials such as shareholder
reports, prospectuses and proxies to current shareholders; registration fees
paid to the Securities and Exchange Commission and registration fees paid to
state securities commissions; expenses related to administrative personnel and
services as required to support holders of Investment Shares; legal fees
relating solely to Investment Shares; and Trustees' fees incurred as a result of
issues relating solely to Investment Shares.
NET ASSET VALUE
- ------------------------------------------------------
THE TERM "NET ASSET VALUE" REFERS TO THE VALUE OF ONE EQUITY FUND SHARE.
- ------------------------------------------------------
Each Equity Fund's net asset value per Investment Share fluctuates. The net
asset value for Investment Shares is determined by adding the interest of the
Investment Shares in the market value of all securities and other assets of an
Equity Fund, subtracting the interest of the Investment Shares in the
liabilities of an Equity Fund and those attributable to Investment Shares, and
dividing the remainder by the total number of Investment Shares outstanding. The
net asset value for Investment Shares of an Equity Fund may differ from that of
Trust Shares due the variance in daily net income realized by each class. Such
variance will reflect only accrued net income to which the shareholders of a
particular class are entitled.
INVESTING IN INVESTMENT SHARES
- ------------------------------------------------------
YOU CAN BUY INVESTMENT SHARES BY
FEDERAL RESERVE WIRE, MAIL, OR TRANSFER,
AS EXPLAINED BELOW.
- ------------------------------------------------------
Shares of the Equity Funds are sold by the distributor on days on which the New
York Stock Exchange and Federal Reserve Wire System are open for business.
Shares of the Equity Funds may also be purchased through MDS Securities, Inc.
("MDS"), with offices located in branches of Shawmut Bank, N.A., Shawmut Bank
Connecticut, National Association, and their affiliates (collectively, "Shawmut
Bank") on days on which both Shawmut Bank and the New York Stock Exchange and
Federal Reserve Wire System are open for business. Texas residents must
purchase, exchange, and redeem Investment Shares through Federated Securities
Corp. at 1-800-356-2805. The Equity Funds reserve the right to reject any
purchase request.
THROUGH MDS. An investor may call MDS (call toll-free 1-800-SHAWMUT) to receive
information and to place an order to purchase Investment Shares. Orders placed
through MDS are considered received when payment is converted to federal funds
and the applicable Equity Fund is notified of the purchase order. The completion
of the purchase transaction will generally occur within one business day after
MDS receives a purchase order. Purchase orders must be received by MDS before
4:00 p.m. (Eastern time) and must be transmitted by MDS to the applicable Equity
Fund before 5:00 p.m. (Eastern time) in order for Investment Shares to be
purchased at that day's public offering price.
Payment must be made by either check, wire transfer of federal funds, or federal
funds deposited into a deposit account established by the shareholder at Shawmut
Bank. Payment is normally made through a debit to the deposit account no later
than the business day following the conversion of a check into federal funds. In
addition, Investment Shares may be purchased through other brokers or dealers
who have sales agreements with the Equity Funds' distributor.
DIRECTLY FROM THE EQUITY FUNDS. An investor may place an order to purchase
Investment Shares directly from the Equity Funds. To do so: complete and sign
the new account form available from the Equity Funds; enclose a check made
payable to Shawmut Growth Equity Funds, Shawmut Growth and Income Equity Fund,
Shawmut Quantitative Equity Fund, or Shawmut Small Capitalization Equity Fund
(as appropriate)--Investment Shares; and mail both to Shawmut Equity Funds, P.O.
Box , Boston, Massachusetts . The order is considered received
after the check is converted into federal funds and the transfer agent
establishes a shareholder account for the investor. This is generally the next
business day after the Fund receives the check.
To purchase Investment Shares of the Equity Funds by wire, contact Federated
Securities Corp., the Equity Funds' distributor, before 4:00 p.m. (Eastern
time). The order is considered received immediately. Payment must be converted
into federal funds by :00 p.m. (Eastern time) the next business day. Federal
funds should be wired as follows: , Boston, Massachusetts ;
Attention: Mutual Fund Servicing Division; For Credit To:
--Investment Shares; Title or Name of Account; and Wire Order
Number and/ or Account Number.
MINIMUM INVESTMENT REQUIRED
- ------------------------------------------------------
THE MINIMUM INITIAL INVESTMENT IS $1,000, OR $500 IN THE CASE OF RETIREMENT
PLAN ACCOUNTS.
- ------------------------------------------------------
The minimum initial investment in Investment Shares by an investor is $1,000, or
$500 in the case of retirement plan accounts. Subsequent investments by
participants in the Systematic
Investment Program, as described in this prospectus, or by retirement plan
accounts, must be in amounts of at least $50. Subsequent investments by all
other investors must be in amounts of at least $100. The Equity Funds may waive
the initial minimum investment for employees of Shawmut Bank and its affiliates
from time to time.
WHAT SHARES COST
- ------------------------------------------------------
INVESTMENT SHARES ARE SOLD AT THEIR NET ASSET VALUE NEXT DETERMINED AFTER
AN ORDER IS RECEIVED, PLUS A SALES CHARGE.
- ------------------------------------------------------
The net asset value is determined at the close of the New York Stock Exchange,
normally 4:00 p.m. (Eastern time), Monday through Friday, except on: (i) days on
which there are not sufficient changes in the value of an Equity Fund's
portfolio securities that its net asset value might be materially affected; (ii)
days during which no shares are tendered for redemption and no orders to
purchase shares are received; or (iii) on the following holidays: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.
Investment Shares of the Equity Funds are sold at their net asset value next
determined after an order is received, plus a sales charge, as follows:
<TABLE>
<CAPTION>
SALES
SALES CHARGE AS A
CHARGE AS A PERCENTAGE OF
PERCENTAGE NET AMOUNT
OF PUBLIC OF TRANSACTION
OFFERING AMOUNT
PRICE INVESTED
<S> <C> <C>
Less than $50,000.... 4.00% 4.17%
$50,000 but less than
$100,000........... 3.75% 3.90%
$100,000 but less
than $250,000...... 3.50% 3.63%
$250,000 but less
than $500,000...... 2.50% 2.56%
$500,000 but less
than $1 million.... 2.00% 2.04%
$1 million but less
than $3 million.... 1.00% 1.01%
$3 million or more... 0.50% 0.50%
</TABLE>
PURCHASES AT NET ASSET VALUE. Investment Shares of the Equity Funds may be
purchased at net asset value, without a sales charge, by Trustees, Directors,
and employees (and their spouses and children under age 21) of The Shawmut
Funds, Shawmut Bank, N.A., Shawmut Bank Connecticut, National Association, MDS,
or Federated Securities Corp., or their affiliates, or any bank or investment
dealer who has a sales agreement with Federated Securities Corp. with regard to
the Equity Funds.
SALES CHARGE REALLOWANCE. For sales of Investment Shares of the Equity Funds,
MDS will normally receive up to 85% of the applicable sales charge. Any portion
of the sales charge which is not paid to MDS will be retained by the
distributor. Other brokers or dealers who sell Investment Shares, if any, will
also normally receive up to 85% of the applicable sales charge, with the unpaid
portion being retained by the distributor.
The sales charge for Investment Shares sold other than through Shawmut Bank will
be retained by the distributor. The distributor may pay fees to banks out of the
sales charge in
exchange for sales and/or administrative services performed on behalf of the
bank's customers in connection with the initiation of customer accounts and
purchases of the Equity Funds' Investment Shares.
From time to time, the distributor will conduct sales programs or contests that
compensate brokers with cash or non-cash items, such as merchandise and
attendance at sales seminars in resort locations. The cost of such compensation
is borne by the distributor and is not an Equity Fund expense.
REDUCING THE SALES CHARGE
The sales charge can be reduced on the purchase of shares through:
- - quantity discounts and accumulated purchases;
- - signing a 13-month letter of intent;
- - using the reinvestment privilege; or
- - concurrent purchases.
QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES. As shown in the table above,
larger purchases reduce the sales charge paid. The Equity Funds will combine
purchases made on the same day by the investor, his spouse, and his children
under age 21 when it calculates the sales charge paid by an individual investor.
If an additional purchase of shares is made, each Equity Fund will consider the
previous purchases still invested in any of the Shawmut Funds, the purchase
price of which includes a sales charge. For example, if a shareholder already
owns shares having a current net asset value of $30,000, and he purchases
$20,000 or more of an Equity Fund at the current public offering price, the
sales charge on the additional purchase of an Equity Fund, according to the
schedule now in effect, would be 3.75% instead of 4.00%.
To receive this sales charge reduction, MDS or the distributor must be notified
by the shareholder in writing at the time the purchase is made that shares are
already owned or that purchases are being combined. Each Equity Fund will reduce
the sales charge after it confirms the purchases.
LETTER OF INTENT. If a shareholder intends to purchase at least $50,000 of
shares in the Equity Funds over the next 13 months, the sales charge may be
reduced by signing a letter of intent to that effect. This letter of intent
includes a provision for a sales charge adjustment depending on the amount
actually purchased within the 13-month period and a provision for the custodian
to hold up to 4.00% of the total amount intended to be purchased in escrow (in
Investment Shares) until such purchase is completed.
The amount held in escrow will be applied to the shareholder's account at the
end of the
13-month period unless the amount specified in the letter of intent is not
purchased. In this event, an appropriate number of the escrowed shares may be
redeemed in order to realize the difference in the sales charge.
This letter of intent will not obligate the shareholder to purchase shares, but
if the shareholder does, each purchase during the period will be at the sales
charge applicable to the total amount intended to be purchased. This letter may
be dated as of a prior date to include any purchases made within the past 90
days.
REINVESTMENT PRIVILEGE. If shares in any of the Equity Funds have been redeemed,
the shareholder has a one-time right, within 30 days, to reinvest the redemption
proceeds at the next-determined net asset value without any sales charge. MDS or
the distributor must be notified by the shareholder in writing of the
reinvestment in order to eliminate a sales charge. If the shareholder redeems
shares, there may be tax consequences, and exercise of the reinvestment
privilege may result in additional tax considerations. Shareholders
contemplating such transactions should consult their own tax advisers.
CONCURRENT PURCHASES. For purposes of qualifying for a sales charge reduction, a
shareholder has the privilege of combining concurrent purchases of two or more
funds in the Trust, the
purchase price of which includes a sales charge. For example, if a shareholder
concurrently invests $30,000 in one of the funds in the Trust with a sales
charge and $20,000 in any of the Equity Funds, the sales charge would be reduced
as described in the section entitled "What Shares Cost."
To receive this sales charge reduction, MDS or the distributor must be notified
by the shareholder in writing at the time the concurrent purchases are made. The
sales charge will be reduced after the purchases are confirmed.
SYSTEMATIC INVESTMENT PROGRAM
Once an account in an Equity Fund has been opened, shareholders may add to their
investment on a regular basis in a minimum amount of $50. Under this program,
funds may be automatically withdrawn periodically from the shareholder's
checking account and invested in shares at the net asset value next determined
after an order is received by the Equity Fund, plus the applicable sales charge.
A shareholder may apply for participation in this program through MDS or the
distributor.
SUBACCOUNTING SERVICES
Institutions are encouraged to open single master accounts. However, certain
institutions may wish to use the transfer agent's subaccounting system to
minimize their internal recordkeeping requirements. The transfer agent charges a
fee based on the level of subaccounting services rendered. Certain institutions
holding Investment Shares in a fiduciary, agency, custodial, or similar capacity
may charge or pass through subaccounting fees as part of or in addition to
normal trust or agency account fees. They may also charge fees for other
services provided which may be related to the ownership of Investment Shares.
This prospectus should, therefore, be read together with any agreement between
the customer and the institution with regard to the services provided, the fees
charged for those services, and any restrictions and limitations imposed.
CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Equity Funds, Federated Services Company maintains a
share account for each shareholder of record. Share certificates are not issued
unless requested by contacting MDS in writing.
Detailed confirmations of each purchase or redemption are sent to each
shareholders of record. Monthly statements are sent to report account activity
during the previous month, including dividends paid during the period.
DIVIDENDS
Dividends are declared and paid quarterly to all shareholders invested in each
Equity Fund on the record date.
CAPITAL GAINS
Capital gains realized by an Equity Fund, if any, will be distributed to that
Fund's shareholders at least once every 12 months.
EXCHANGE PRIVILEGE
EXCHANGING SHARES. Shareholders may exchange Investment Shares, with a minimum
net asset value of $1,000, except retirement plan accounts, which must have a
minimum net asset value of $500, for shares of the same designated class of
other funds advised by Shawmut Bank. Shares of funds with a sales charge may be
exchanged at net asset value for shares of other funds with an equal sales
charge, a lower sales charge or no sales charge. Shares of funds with no sales
charge, or a lower sales charge, acquired by direct purchase or reinvestment of
dividends on such shares may be exchanged for shares of funds with a sales
charge, or a higher sales charge, at net asset value, plus the applicable sales
charge or additional incremental sales charge, as the case may be, imposed by
the fund shares being purchased.
When an exchange is made from a fund with a sales charge to a fund with no sales
charge, the shares exchanged and additional shares which have been purchased by
reinvesting dividends on such shares retain the character of the ex-
changed shares for purposes of exercising further exchange privileges; thus, an
exchange of such shares for shares of a fund with a sales charge would be a net
asset value.
Exchanges are subject to the minimum initial purchase requirements of such fund
being acquired. Prior to any exchange, the shareholder must receive a copy of
the current prospectus of the class of the fund into which an exchange is to be
effected.
The exchange privilege is available to shareholders residing in any state in
which the fund shares being acquired may legally be sold. Upon receipt of proper
instructions and all necessary supporting documents, Investment Shares submitted
for exchange will be redeemed at the next-determined net asset value. Written
exchange instructions may require a signature guarantee. Exercise of this
privilege is treated as a sale for federal income tax purposes and, depending on
the circumstances, a short-or long-term capital gain or loss may be realized.
The exchange privilege may be modified or terminated at any time. Shareholders
will be notified of the modification or termination of the exchange privilege. A
shareholder may obtain further information on the exchange privilege by calling
MDS.
EXCHANGE-BY-TELEPHONE. Instructions for exchanges between participating funds
which are part of the Trust may be given by calling MDS at 1-800-SHAWMUT or by
calling the Fund. To utilize the exchange-by-telephone service, a shareholder
must complete an authorization form permitting a Shawmut Fund to honor telephone
instructions. The authorization is included in the shareholder account
application. Shares may be exchanged by telephone only between fund accounts
having identical shareholder registrations. Exchange instructions given by
telephone may be electronically recorded.
Any Investment Shares held in certificate form cannot be exchanged by telephone,
but must be forwarded to the transfer agent and deposited to the shareholder's
mutual fund account before being exchanged.
Telephone exchange instructions must be received before 4:00 p.m. (Eastern time)
for Investment Shares to be exchanged the same day. The telephone exchange
privilege may be modified or terminated at any time. Shareholders will be
notified of such modification or termination. Shareholders may have difficulty
in making exchanges by telephone through MDS or the Fund during times of drastic
economic or market changes. If a shareholder cannot contact MDS
or the Fund by telephone, it is recommended
that an exchange request be made in writing
and sent by overnight mail to The Shawmut
Equity Funds, P.O. Box , Boston,
Massachusetts .
If reasonable procedures are not followed by
an Equity Fund, it may be liable for losses
due to unauthorized or fraudulent telephone instructions.
REDEEMING INVESTMENT SHARES
- ------------------------------------------------------
YOU CAN REDEEM INVESTMENT SHARES BY MAIL OR TELEPHONE. TO ENSURE YOUR
SHARES ARE REDEEMED EXPEDITIOUSLY, PLEASE FOLLOW THE PROCEDURES EXPLAINED
BELOW.
- ------------------------------------------------------
The Equity Funds redeem Investment Shares at their net asset value next
determined after Federated Services Company receives the redemption request.
Redemptions will be made on days on which the Equity Funds compute their net
asset value. Requests for redemptions can be made by telephone or in writing by
contacting your MDS Investment Specialist or directly from the Equity Funds.
Redemption requests received prior to 4:00 p.m. (Eastern time) will be effected
on the same business day.
THROUGH MDS
Shareholders may redeem Investment Shares by calling their MDS Investment
Specialist to request the redemption. Investment Shares will be redeemed at the
net asset value next determined after Federated Services Company receives the
redemption request. MDS is responsible for
promptly submitting redemption requests and for maintaining proper written
records of redemption instructions received from the Equity Funds' shareholders.
In order to effect a redemption on the same business day as a request, MDS is
responsible for the timely transmission of the redemption request to the
appropriate Equity Fund.
Before MDS may request redemption by telephone on behalf of a shareholder, an
authorization form permitting the Equity Funds to accept redemption requests by
telephone must first be completed. This authorization is included in the
shareholder account application. Redemption instructions given by telephone may
be electronically recorded. In the event of drastic economic or market changes,
a shareholder may experience difficulty in redeeming by telephone. If such a
case should occur, it is recommended that a redemption request be made in
writing and sent by overnight mail to The Shawmut Equity Funds,
, .
If reasonable procedures are not followed by
an Equity Fund, it may be liable for losses
due to unauthorized or fraudulent telephone instructions.
DIRECTLY FROM THE EQUITY FUNDS
BY MAIL. A shareholder may redeem Investment Shares by sending a written request
to Federated Services Company, Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. The written request should include the shareholder's
name, the Equity Fund's name and class of shares name, the account number, and
the share or dollar amount requested. If share certificates have been issued,
they must be properly endorsed and should be sent by registered or certified
mail with the written request. Shareholders should call the Equity Funds for
assistance in redeeming by mail.
SIGNATURES. Shareholders requesting a redemption of $50,000 or more, a
redemption of any amount to be sent to an address other than that on record with
the Equity Funds, or a redemption payable other than to the shareholder of
record must have signatures on written redemption requests guaranteed by:
- - a trust company or commercial bank whose deposits are insured by the Bank
Insurance Fund, which is administered by the Federal Deposit Insurance
Corporation ("FDIC");
- - a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchange;
- - a savings bank or savings and loan association whose deposits are insured by
the Savings Association Insurance Fund, which is administered by the FDIC; or
- - any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934.
The Equity Funds do not accept signatures guaranteed by a notary public.
The Equity Funds and their transfer agent have adopted standards for accepting
signature guarantees from the above institutions. The Equity Funds may elect in
the future to limit eligible signature guarantors to institutions that are
members of a signature guarantee program. The Equity Funds and their transfer
agent reserve the right to amend these standards at any time without notice.
RECEIVING PAYMENT
Redemption payments will generally be made directly to the shareholder's account
maintained by an investor with Shawmut Bank. This deposit is normally made
within one business day, but in no event more than seven days, of the redemption
request, provided the transfer agent has received payment from the shareholder.
The net asset value of Investment Shares redeemed is determined, and dividends,
if any, are paid up to and including, the day prior to the day that a redemption
request is processed. Pursuant to instructions from Shawmut Bank, redemption
proceeds may be transferred from a shareholder account by check or by wire.
BY CHECK. Normally, a check for the proceeds is mailed within one business day,
but in no event more than seven days, after receipt of a proper redemption
request provided the transfer agent
has received payment for Investment Shares from the shareholder.
BY WIRE. Requests to wire proceeds from redemptions received before 4:00 p.m.
(Eastern time) will be honored the following business day after Shawmut Bank
receives proper instructions. Applicable charges are imposed on a shareholder's
account maintained with Shawmut Bank.
ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, the Equity Funds
may redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum of $1,000, or $500 in the case of
retirement plan accounts. This requirement does not apply, however, if the
balance falls below $1,000 or $500, respectively, because of changes in an
Equity Fund's net asset value.
Before shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional shares to meet the minimum
requirement.
SYSTEMATIC WITHDRAWAL PROGRAM
Shareholders who desire to receive payments of a predetermined amount may take
advantage of the Systematic Withdrawal Program. Under this program, shares are
redeemed to provide for periodic withdrawal payments in an amount directed by
the shareholder. Depending on the amount of the withdrawal payments, the amount
of dividends paid and capital gains distributions with respect to shares, and
the fluctuation of the net asset value of shares redeemed under this program,
redemptions may reduce, and eventually deplete, the shareholder's investment in
the Equity Funds. For this reason, payments under this program should not be
considered as yield or income on the shareholder's investment in the Equity
Funds Investment Shares. To be eligible to participate in this program, a
shareholder must have an account value of at least $10,000. A shareholder may
apply for participation in this program through Shawmut Bank. Because Investment
Shares are sold with a sales charge, it is not advisable for shareholders to be
purchasing Investment Shares of the Equity Funds while participating in this
program.
REDEMPTION IN KIND
The Equity Funds are obligated to redeem Investment Shares solely in cash up to
$250,000 or 1% of the net asset value of each individual Equity Fund, whichever
is less, for any one shareholder within a 90-day period.
Any redemption beyond this amount will also be in cash unless the Trustees
determine that further cash payments will have a material adverse effect on
remaining shareholders. In such a case, the Equity Funds will pay all or a
portion of the remainder of the redemption in portfolio instruments, valued in
the same way as a Fund determines net asset value. The portfolio instruments
will be selected in a manner that the Trustees deem fair and equitable.
Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.
SHAREHOLDER INFORMATION
VOTING RIGHTS
- ------------------------------------------------------
EACH INVESTMENT SHARE OF AN EQUITY FUND GIVES THE SHAREHOLDER ONE VOTE IN
TRUSTEE ELECTIONS AND OTHER MATTERS SUBMITTED TO SHAREHOLDERS OF THE TRUST
FOR VOTE.
- ------------------------------------------------------
All shares of each portfolio in the Trust have equal voting rights except that,
in matters affecting only a particular fund or class, only shareholders of that
fund or class are entitled to vote. As a Massachusetts business trust, the Trust
is not required to hold annual shareholder meet-
ings. Shareholder approval will be sought only for certain changes in the Trust
or an Equity Fund's operation and for the election of Trustees under certain
circumstances.
Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of the shareholders shall be called by the Trustees upon the
written request of shareholders owning at least 10% of the outstanding shares of
the Trust.
MASSACHUSETTS PARTNERSHIP LAW
Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for acts or obligations of the Trust on behalf
of an Equity Fund. To protect shareholders of the Equity Funds, the Trust has
filed legal documents with Massachusetts that expressly disclaim the liability
of shareholders of the Equity Funds for acts or obligations of the Trust. These
documents require notice of this disclaimer to be given in each agreement,
obligation, or instrument the Trust or its Trustees enter into or sign on behalf
of an Equity Fund.
In the unlikely event a shareholder is held personally liable for the Trust's
obligations on behalf of an Equity Fund, the Trust is required to use the
property of that Equity Fund to protect or compensate the shareholder. On
request, the Trust will defend any claim made and pay any judgment against a
shareholder of the Equity Funds for any act or obligation of the Trust on behalf
of the Equity Funds. Therefore, financial loss resulting from liability as a
shareholder of the Equity Funds will occur only if the Trust cannot meet its
obligations to indemnify shareholders and pay judgments against them from the
assets of the Equity Funds.
EFFECT OF BANKING LAWS
Banking laws and regulations presently prohibit a bank holding company
registered under the Federal Bank Holding Company Act of 1956 or any bank or
non-bank affiliate thereof from sponsoring, organizing, controlling, or
distributing the shares of a registered, open-end investment company
continuously engaged in the issuance of its shares, and prohibit banks generally
from issuing, underwriting, selling, or distributing securities. However, such
banking laws and regulations do not prohibit such a holding company affiliate or
banks generally from acting as investment adviser, transfer agent, or custodian
to such an investment company or from purchasing shares of such a company as
agent for and upon the order of such a customer. Shawmut Bank is subject to such
banking laws and regulations.
- ------------------------------------------------------
THE GLASS-STEAGALL ACT IS A FEDERAL BANKING LAW THAT GENERALLY PROHIBITS
BANKS FROM PUBLICLY UNDERWRITING OR DISTRIBUTING CERTAIN SECURITIES.
- ------------------------------------------------------
Shawmut Bank believes, based upon the advice of its counsel, that it may perform
the services for the Equity Funds contemplated by its advisory agreement with
the Trust without violation of the Glass-Steagall Act or other applicable
banking laws or regulations. Changes in either federal or state statutes and
regulations relating to the permissible activities of banks and their
subsidiaries or affiliates, as well as further judicial or administrative
decisions or interpretations of such or future statutes and regulations, could
prevent Shawmut Bank from continuing to perform all or a part of the above
services for its customers and/or the Equity Funds. If it were prohibited from
engaging in these customer-related activities, the Trustees would consider
alternative advisers and means of continuing available investment services. In
such event, changes in the operation of the Equity Funds may occur, including
possible termination of any automatic or other Equity Fund share investment and
redemption services then being provided by Shawmut Bank. It is not expected that
existing shareholders would suffer any adverse financial consequences (if
another adviser with equivalent abilities to Shawmut Bank is found) as a result
of any of these occurrences.
State securities laws governing the ability of depository institutions to act as
underwriters or
distributors of securities may differ from interpretations given to the
Glass-Steagall Act and, therefore, banks and financial institutions may be
required to register as dealers pursuant to state law.
TAX INFORMATION
FEDERAL INCOME TAX
The Equity Funds will pay no federal income tax because each Fund expects to
meet requirements of the Internal Revenue Code, as amended, applicable to
regulated investment companies and to receive the special tax treatment afforded
to such companies.
Each Equity Fund will be treated as a single, separate entity for federal income
tax purposes so that income (including capital gains) and losses realized by The
Shawmut Funds' other portfolios will not be combined for tax purposes with those
realized by each Equity Fund.
Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional Investment Shares.
Shareholders are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.
OTHER CLASSES OF SHARES
Trust Shares of each of the Equity Funds are sold primarily to accounts for
which Shawmut Bank, N.A., or its affiliates, act in a fiduciary or agency
capacity. Trust Shares are sold at net asset value, without a sales charge, and
without a Rule 12b-1 Plan. Investments in Trust Shares are subject to a minimum
initial investment of $1,000.
The amount of dividends payable to Trust Shares will exceed that of Investment
Shares by the difference between class expenses and distribution expenses borne
by shares of each respective class.
The stated advisory fee is the same for both classes of shares.
PERFORMANCE INFORMATION
- ------------------------------------------------------
FROM TIME TO TIME THE EQUITY FUNDS ADVERTISE THEIR TOTAL RETURN AND YIELD
FOR INVESTMENT SHARES.
- ------------------------------------------------------
Total return represents the change, over a specified period of time, in the
value of an investment in Investment Shares after reinvesting all income and
capital gains distributions. It is calculated by dividing that change by the
initial investment and is expressed as a percentage.
The yields of Investment Shares of the Equity Funds are calculated each day by
dividing the net investment income per share (as defined by the Securities and
Exchange Commission) earned by the Equity Funds over a thirty-day period by the
net asset value per Share on the last day of the period. This number is then
annualized using semi-annual compounding. The yield does not necessarily reflect
income actually earned by Investment Shares and, therefore, may not correlate to
the dividends or other distributions paid to shareholders.
Total return and yield will be calculated separately for Trust Shares and
Investment Shares. Because Investment Shares are subject to a sales charge and a
12b-1 fee, the total return and yield for Trust Shares, for the same period,
will exceed that of Investment Shares.
The performance information for Investment Shares reflects the effect of the
maximum sales load which, if excluded, would increase the total return and
yield.
From time to time, the Equity Funds may advertise their performance using
certain financial publications and/or compare its performance to certain
indices.
Further information about the performance of the Equity Funds is contained in
the Trust's Annual Report dated October 31, 1993, which can be obtained free of
charge.
FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------
Distributor
A subsidiary of FEDERATED INVESTORS
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
3120919A-R (4/94)
THE SHAWMUT EQUITY FUNDS
(PORTFOLIOS OF THE SHAWMUT FUNDS)
SHAWMUT GROWTH EQUITY FUND
TRUST SHARES
INVESTMENT SHARES
SHAWMUT GROWTH AND INCOME EQUITY FUND
TRUST SHARES
INVESTMENT SHARES
SHAWMUT QUANTITATIVE EQUITY FUND
TRUST SHARES
INVESTMENT SHARES
SHAWMUT SMALL CAPITALIZATION EQUITY FUND
TRUST SHARES
INVESTMENT SHARES
COMBINED STATEMENT OF ADDITIONAL INFORMATION
Shawmut Growth Equity Fund ("Growth Equity Fund"), Shawmut Growth and Income
Equity Fund ("Growth and Income Equity Fund"), Shawmut Quantitative Equity Fund
("Quantitative Equity Fund"), and Shawmut Small Capitalization Equity Fund
("Small Capitalization Equity Fund")(collectively referred to as the "Equity
Funds") represent interests in diversified investment portfolios of The Shawmut
Funds (the "Trust"). This Combined Statement of Additional Information should be
read with the respective prospectuses for the Equity Funds, Trust Shares and
Investment Shares, dated , 1994. This Statement is not a prospectus
itself. To receive a copy of either prospectus, write or call the Fund.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE SHARES OFFERED BY THE PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF SHAWMUT
BANK, ARE NOT ENDORSED OR GUARANTEED BY SHAWMUT BANK, ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, NOR ARE THEY INSURED OR GUARANTEED BY THE
FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. MUTUAL FUNDS INVOLVE
INVESTMENT RISKS, INCLUDING FLUCTUATIONS IN VALUE AND EARNINGS, AND THE POSSIBLE
LOSS OF PRINCIPAL.
INVESTMENT SHARES OF THE SHAWMUT FUNDS ARE AVAILABLE THROUGH REGISTERED
REPRESENTATIVES OF SHAWMUT BROKERAGE, INC. OR MDS SECURITIES, INC., MEMBERS
NASD/SIPC. SHAWMUT BROKERAGE, INC. IS AN AFFILIATE OF SHAWMUT BANK. MDS
SECURITIES, INC. IS NOT AN AFFILIATE OF SHAWMUT BANK.
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779
Statement dated , 1994
FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------
Distributor
A subsidiary of FEDERATED INVESTORS
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
GENERAL INFORMATION ABOUT THE EQUITY FUNDS 1
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE AND POLICIES 1
- ---------------------------------------------------------------
Types of Investments 1
When-Issued and Delayed
Delivery Transactions 2
Restricted and Illiquid Securities 2
Repurchase Agreements 2
Reverse Repurchase Agreements 3
Lending of Portfolio Securities 3
Portfolio Turnover 3
Derivative Securities 3
Investment Limitations 5
THE SHAWMUT FUNDS MANAGEMENT 7
- ---------------------------------------------------------------
Officers and Trustees 7
The Funds 9
Equity Funds Ownership 9
Trustee Liability 9
INVESTMENT ADVISORY SERVICES 10
- ---------------------------------------------------------------
Adviser to the Equity Funds 10
Advisory Fees 10
Sub-Adviser to the Quantitative Equity Fund 10
Sub-Advisory Fees 10
ADMINISTRATIVE SERVICES 10
- ---------------------------------------------------------------
BROKERAGE TRANSACTIONS 10
- ---------------------------------------------------------------
PURCHASING SHARES 11
- ---------------------------------------------------------------
Distribution Plan (Investment Shares) 11
Conversion to Federal Funds 12
DETERMINING NET ASSET VALUE 12
- ---------------------------------------------------------------
Determining Market Value of Securities 12
REDEEMING SHARES 12
- ---------------------------------------------------------------
Redemption in Kind 12
EXCHANGE PRIVILEGE 12
- ---------------------------------------------------------------
Requirements for Exchange 12
Making an Exchange 12
TAX STATUS 13
- ---------------------------------------------------------------
The Equity Funds' Tax Status 13
Shareholders' Tax Status 13
Capital Gains 13
TOTAL RETURN 13
- ---------------------------------------------------------------
YIELD 13
- ---------------------------------------------------------------
PERFORMANCE COMPARISONS 14
- ---------------------------------------------------------------
FINANCIAL STATEMENTS 14
- ---------------------------------------------------------------
APPENDIX 15
- ---------------------------------------------------------------
GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------
The Equity Funds are portfolios of The Shawmut Funds, which was established as a
Massachusetts business trust under a Declaration of Trust dated on July 16,
1992.
Shares of the Equity Funds are offered in two classes, known as Trust Shares and
Investment Shares (individually and collectively referred to as "Shares"). This
Combined Statement of Additional Information relates to the above-mentioned
Shares of the Equity Fund.
INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------
The Growth Equity Fund's and the Small Capitalization Equity Fund's investment
objectives are to provide long-term capital appreciation. The Growth and Income
Equity Fund's investment objective is to provide a relatively high total return
through long-term capital appreciation and current income. The Quantitative
Equity Fund's investment objective is to provide growth of principal and income.
The investment objectives cannot be changed without approval of shareholders.
The policies described below may be changed by the Board of Trustees (the
"Trustees") without shareholder approval. Shareholders will be notified before
any material change in these policies becomes effective.
TYPES OF INVESTMENTS
The Growth and Income Equity Fund and the Growth Equity Fund invest principally
in a professionally-managed and diversified portfolios of common stocks of
companies with prospects for above-average growth and dividends or of companies
where significant fundamental changes are taking place. The Growth and Income
Equity Fund and the Growth Equity Fund will seek to invest in equity securities
of companies that are projected to show earnings growth superior to the Standard
& Poor's 500 Composite Stock Index. Although the Growth and Income Equity Fund
and the Growth Equity Fund may invest in other securities and in money market
instruments, it is the Growth and Income Equity Fund's and the Growth Equity
Fund's policies, under normal market conditions, to invest at least 65% of its
assets in equity securities. The securities in which the Growth and Income
Equity Fund and the Growth Equity Fund may invest include foreign securities, as
described in the prospectus.
The Quantitative Equity Fund invests primarily in a diversified portfolio of
publicly-traded common stocks listed on North American stock exchanges. The
selection of investment securities is made by use of a quantitative computer
valuation model, as described in the prospectus. Under normal circumstances, the
Quantitative Equity Fund will invest at least 65% of its total assets in equity
securities. In addition, the Quantitative Equity Fund may invest as described
below and as described in the prospectus.
The Small Capitalization Equity Fund invests primarily in a diversified
portfolio of equity securities of companies that have a market value
capitalization of up to $1 billion to achieve long-term capital appreciation and
current income. Under normal circumstances, the Small Capitalization Equity Fund
will invest at least 65% of its total assets in growth and income equity
securities. In addition, the Small Capitalization Equity Fund may invest as
described below, and as described in the prospectus.
The Equity Funds intend to limit its investment in foreign securities which are
not freely traded on United States securities exchanges or the over-the-counter
market in the form of depository receipts to no more than 5% of its total
assets.
MONEY MARKET INSTRUMENTS
The Equity Funds may invest in the following money market instruments:
- instruments of domestic banks and savings and loans if they have
capital, surplus, and undivided profits of over $100,000,000, or if the
principal amount of the instrument is insured in full by the Federal
Deposit Insurance Corporation; and
- prime commercial paper (rated A-1 by Standard & Poor's Corporation,
Prime-1 by Moody's Investors Service, Inc., or F-1 by Fitch Investors
Service, Inc.).
U.S. GOVERNMENT OBLIGATIONS
The types of U.S. government obligations in which the Equity Funds may
invest generally include direct obligations of the U.S. Treasury (such as
U.S. Treasury bills, notes, and bonds) and obligations issued or
guaranteed by U.S. government agencies or instrumentalities. These
securities are backed by:
- the full faith and credit of the U.S. Treasury;
- the issuer's right to borrow an amount limited to a specific line of
credit from the U.S. Treasury;
- the discretionary authority of the U.S. government to purchase certain
obligations of agencies or instrumentalities; or
- the credit of the agency or instrumentality issuing the obligations.
- --------------------------------------------------------------------------------
Examples of agencies and instrumentalities which are permissible
investments which may not always receive financial support from the U.S.
government are:
- Federal Farm Credit Banks;
- Federal Home Loan Banks;
- Federal National Mortgage Association;
- Student Loan Marketing Association; and
- Federal Home Loan Mortgage Corporation.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
The Equity Funds engage in when-issued and delayed delivery transactions only
for the purpose of acquiring portfolio securities consistent with the Equity
Fund's investment objective and policies, not for investment leverage.
These transactions are made to secure what is considered to be an advantageous
price and yield for the Fund. Settlement dates may be a month or more after
entering into these transactions and the market values of the securities
purchased may vary from the purchase prices.
No fees or other expenses, other than normal transaction costs, are incurred.
However, liquid assets of the Equity Funds sufficient to make payment for the
securities to be purchased are segregated at the trade date. These securities
are marked to market daily and maintained until the transaction is settled. As a
matter of policy, the Equity Funds do not intend to engage in when-issued and
delayed delivery transactions to an extent that would cause the segregation of
more than 20% of the total value of its assets.
RESTRICTED AND ILLIQUID SECURITIES
The Equity Funds may invest in commercial paper issued in reliance on the
exemption from registration afforded by Section 4(2) of the Securities Act of
1933. Section 4(2) commercial paper is restricted as to disposition under
federal securities law and is generally sold to institutional investors, such as
the Equity Funds, who agree that they are purchasing the paper for investment
purposes and not with a view to public distribution. Any resale by the purchaser
must be in an exempt transaction. Section 4(2) commercial paper is normally
resold to other institutional investors like the Equity Funds through or with
the assistance of the issuer or investment dealers who make a market in Section
4(2) commercial paper, thus providing liquidity. The Equity Funds believe that
Section 4(2) commercial paper and possibly certain other restricted securities
which meet the criteria for liquidity established by the Trustees are quite
liquid. The Equity Funds intend, therefore, to treat the restricted securities
which meet the criteria for liquidity established by the Trustees, including
Section 4(2) commercial paper (as determined by the Equity Funds' adviser), as
liquid and not subject to the investment limitation applicable to illiquid
securities. In addition, because Section 4(2) commercial paper is liquid, the
Equity Funds intend to not subject such paper to the limitation applicable to
restricted securities.
The ability of the Trustees to determine the liquidity of certain restricted
securities is permitted under a Securities and Exchange Commission (the "SEC")
Staff position set forth in the adopting release for Rule 144A under the
Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive, safe-harbor
for certain secondary market transactions involving securities subject to
restrictions on resale under federal securities laws. The Rule provides an
exemption from registration for resales of otherwise restricted securities to
qualified institutional buyers. The Rule was expected to further enhance the
liquidity of the secondary market for securities eligible for resale under the
Rule. The Trust, on behalf of the Equity Funds, believes that the Staff of the
SEC has left the question of determining the liquidity of all restricted
securities (eligible for resale under Rule 144A) for determination to the
Trustees. The Trustees consider the following criteria in determining the
liquidity of certain restricted securities.
- - the frequency of trades and quotes for the security;
- - the number of dealers willing to purchase or sell the security and the number
of other potential buyers;
- - dealer undertakings to make a market in the security; and
- - the nature of the security and the nature of the marketplace trades.
REPURCHASE AGREEMENTS
An Equity Fund require its custodian to take possession of the securities
subject to repurchase agreements and these securities are marked to market
daily. To the extent that the original seller does not repurchase the securities
from the Equity Fund, the Equity Fund could receive less than the repurchase
price on any sale of such securities. In the event that such a defaulting seller
filed for bankruptcy or became insolvent, disposition of such securities by an
Equity Fund might be delayed pending court action. The Equity Funds believe
that, under the regular procedures normally in effect for custody of an Equity
Fund's portfolio securities subject to repurchase agreements, a court of
competent jurisdiction would rule in favor of the Equity Fund and allow
retention or disposition of such securities. The Equity Funds will only
- --------------------------------------------------------------------------------
enter into repurchase agreements with banks and other recognized financial
institutions, such as broker/dealers, which are deemed by the Equity Funds'
adviser to be creditworthy pursuant to guidelines established by the Trustees.
REVERSE REPURCHASE AGREEMENTS
The Equity Funds may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase agreement,
an Equity Fund transfers possession of a portfolio instrument to another person,
such as a financial institution, broker, or dealer, in return for a percentage
of the instrument's market value in cash, and agrees that on a stipulated date
in the future the Equity Fund will repurchase the portfolio instrument by
remitting the original consideration plus interest at an agreed upon rate. The
use of reverse repurchase agreements may enable an Equity Fund to avoid selling
portfolio instruments at a time when a sale may be deemed to be disadvantageous,
but the ability to enter into reverse repurchase agreements does not ensure that
the Equity Fund will be able to avoid selling portfolio instruments at a
disadvantageous time.
When effecting reverse repurchase agreements, liquid assets of an Equity Fund in
a dollar amount sufficient to make payment for the obligations to be purchased
are segregated at the trade date. These securities are marked to market daily
and are maintained until the transaction is settled.
LENDING OF PORTFOLIO SECURITIES
The collateral received when an Equity Funds lends portfolio securities must be
valued daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to an Equity Fund. During the time
portfolio securities are on loan, the borrower pays the Equity Fund any
dividends or interest paid on such securities. Loans are subject to termination
at the option of the Equity Funds or the borrower. The Equity Funds may pay
reasonable administrative and custodial fees in connection with a loan and may
pay a negotiated portion of the interest earned on the cash or equivalent
collateral to the borrower or placing broker.
PORTFOLIO TURNOVER
Although the Equity Funds do not intend to invest for the purpose of seeking
short-term profits, securities in an portfolio will be sold whenever the
investment adviser believes it is appropriate to do so in light of the Equity
Funds' investment objectives without regard to the length of time a particular
security may have been held. For the fiscal year ending October 31, 1994, the
Quantitative Equity Fund does not expect its portfolio turnover to exceed 100%.
During the period from December 14, 1992 (date of initial public investment), to
October 31, 1993, the portfolio turnover rates for the Growth Equity Fund,
Growth and Income Equity Fund, and Small Capitalization Equity Fund were 71%,
38%, and 29%, respectively.
DERIVATIVE SECURITIES
PUT AND CALL OPTIONS
An Equity Fund may purchase and sell put options on its portfolio
securities as described in the prospectus.
STOCK INDEX FUTURES AND OPTIONS
The Equity Funds may utilize stock index futures contracts and options on
stocks, stock indices and stock index futures contracts for the purposes
of managing cash flows into and out of an Equity Fund's portfolio and
potentially reducing transactional costs. The Equity Funds may not use
stock index futures contracts and options for speculative purposes.
As a means of reducing fluctuations in the net asset value of shares of
the Equity Funds, the Equity Funds may attempt to hedge all or a portion
of its portfolio through the purchase of listed put options on stocks,
stock indices, and stock index futures contracts. These options will be
used as a form of forward pricing to protect portfolio securities against
decreases in value resulting from market factors, such as an anticipated
increase in interest rates. A put option gives the Equity Funds, in
return for a premium, the right to sell the underlying security to the
writer (seller) at a specified price during the term of the option. Put
options on stock indices are similar to put options on stocks except for
the delivery requirements. Instead of giving the Equity Funds the right
to make delivery of stock at a specified price, a put option on a stock
index gives the Equity Funds, as holders, the right to receive an amount
of cash upon exercise of the option.
An Equity Fund may also write covered call options. As the writer of a
call option, the Equity Funds have the obligation upon exercise of the
option during the option period to deliver the underlying security upon
payment of the exercise price.
An Equity Fund may only: (1) buy listed put options on stock indices and
stock index futures contracts; (2) buy listed put options on securities
held in its portfolio; and (3) sell listed call options either on
securities held in its portfolio or on securities which it has the right
to obtain without payment of further consideration (or has segregated
cash in the amount of any such additional consideration). An Equity Fund
will maintain its positions
- --------------------------------------------------------------------------------
in securities, option rights, and segregated cash subject to puts and
calls until the options are exercised, closed, or expired. An Equity Fund
may also enter into stock index futures contracts. A stock index futures
contract is a bilateral agreement which obligates the seller to deliver
(and the purchaser to take delivery of) an amount of cash equal to a
specific dollar amount times the difference between the value of a
specific stock index at the close of trading of the contract and the
price at which the agreement is originally made. There is no physical
delivery of the stocks constituting the index, and no price is paid upon
entering into a futures contract.
In general, contracts are closed out prior to their expiration. An Equity
Fund, when purchasing or selling a futures contract, will initially be
required to deposit in a segregated account in the broker's name with the
Equity Fund's custodian an amount of cash or U.S. government securities
approximately equal to 5%-10% of the contract value. This amount is known
as "initial margin," and it is subject to change by the exchange or board
of trade on which the contract is traded. Subsequent payments to and from
the broker are made on a daily basis as the price of the index or the
securities underlying the futures contract fluctuates. These payments are
known as "variation margins," and the fluctuation in value of the long
and short positions in the futures contract is a process referred to as
"marking to market." An Equity Fund may decide to close its position on a
contract at any time prior to the contract's expiration. This is
accomplished by the Equity Fund taking an opposite position at the
then-prevailing price, thereby terminating its existing position in the
contract. Because the initial margin resembles a performance bond or
good-faith deposit on the contract, it is returned to the Equity Fund
upon the termination of the contract, assuming that all contractual
obligations have been satisfied. Therefore, the margin utilized in
futures contracts is readily distinguishable from the margin employed in
security transactions, since the margin employed in futures contracts
does not involve the borrowing of funds to finance the transaction.
RESTRICTIONS ON THE USE OF FUTURES CONTRACTS AND OPTIONS
An Equity Fund will not enter into futures contracts to the extent that,
immediately thereafter, the sum of its initial margin deposits on open
contracts exceeds 5% of the market value of the Equity Fund's total
assets. Further, an Equity Fund will enter into stock index futures
contracts only for bona fide hedging purposes or such other purposes
permitted under Part 4 of the regulations promulgated by the Commodity
Futures Trading Commission. Also, an Equity Fund may not enter into stock
index futures contracts and options to the extent that the value of such
contracts would exceed 20% of the Equity Fund's total net assets and may
not purchase put options to the extent that more than 5% of the value of
the Equity Fund's total assets would be invested in premiums on open put
option positions.
INDEXED SECURITIES
The Equity Funds may invest in indexed securities whose value is linked
to foreign currencies, interest rates, commodities, indices, or other
financial indicators. Most indexed securities are short to intermediate
term fixed-income securities whose values at maturity or interest rates
rise or fall according to the change in one or more specified underlying
instruments. Indexed securities may be positively or negatively indexed
(i.e., their value may increase or decrease if the underlying instrument
appreciates), and may have return characteristics similar to direct
investments in the underlying instrument or to one or more options on the
underlying instrument. Indexed securities may be more volatile than the
underlying instrument itself.
SWAP AGREEMENTS
As one way of managing its exposure to different types of investments,
the Equity Funds may enter into interest rate swaps, currency swaps, and
other types of swap agreements such as caps, collars, and floors. In a
typical interest rate swap, one party agrees to make regular payments
equal to a floating interest rate times a "notional principal amount," in
return for payments equal to a fixed rate times the same amount, for a
specified period of time. If a swap agreement provides for payments in
different currencies, the parties might agree to exchange notional
principal amount as well. Swaps may also depend on other prices or rates,
such as the value of an index or mortgage prepayment rates.
In a typical cap or floor agreement, one party agrees to make payments
only under specified circumstances, usually in return for payment of a
fee by the other party. For example, the buyer or an interest rate cap
obtains the right to receive payments to the extent that a specified
interest rate exceeds an agreed-upon level, while the seller of an
interest rate floor is obligated to make payments to the extent that a
specified interest rate falls below an agreed-upon level. An interest
rate collar combines elements of buying a cap and selling a floor.
Swap agreements will tend to shift the Equity Funds' investment exposure
from one type of investment to another. For example, if the Equity Funds
agreed to exchange payments in dollars for payments in foreign currency,
the swap agreement would tend to decrease the Equity Funds' exposure to
U.S. interest rates and increase its exposure to foreign currency and
interest rates. Caps and floors have an effect similar to buying or
- --------------------------------------------------------------------------------
writing options. Depending on how they are used, swap agreements may
increase or decrease the overall volatility of the Equity Funds'
investments and its share price and yield.
Swap agreements are sophisticated hedging instruments that typically
involve a small investment of cash relative to the magnitude of risks
assumed. As a result, swaps can be highly volatile and may have a
considerable impact on the Equity Funds' performance. Swap agreements are
subject to risks related to the counterparty's ability to perform, and
may decline in value if the counterparty's creditworthiness deteriorates.
The Equity Funds may also suffer losses if they are is unable to
terminate outstanding swap agreements or reduce their exposure through
offsetting transactions.
INVESTMENT LIMITATIONS
SELLING SHORT AND BUYING ON MARGIN
The Equity Funds will not sell any securities short or purchase any
securities on margin, but may obtain such short-term credits as may be
necessary for clearance of purchases and sales of portfolio securities. A
deposit or payment by the Equity Funds of initial or variation margin in
connection with futures contracts or related options transactions is not
considered the purchase of a security on margin.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Equity Funds will not issue senior securities except that the Equity
Funds may borrow money directly or through reverse repurchase agreements
in amounts up to one-third of the value of its total assets, including
the amounts borrowed; and except to the extent that the Equity Funds will
enter into futures contracts. The Equity Funds will not borrow money or
engage in reverse repurchase agreements for investment leverage, but
rather as a temporary, extraordinary, or emergency measure to facilitate
management of the portfolio by enabling the Equity Funds to meet
redemption requests when the liquidation of portfolio securities is
deemed to be inconvenient or disadvantageous. The Equity Funds will not
purchase any securities while borrowings in excess of 5% of their
respective total assets are outstanding.
PLEDGING ASSETS
The Equity Funds will not mortgage, pledge, or hypothecate any assets
except to secure permitted borrowings. In those cases, it may mortgage,
pledge, or hypothecate assets having a market value not exceeding 10% of
the value of total assets at the time of the pledge. For purposes of this
limitation, the following will not be deemed to be pledges of an Equity
Fund's assets: (a) the deposit of assets in escrow in connection with the
writing of covered put or call options and the purchase of securities on
a when-issued basis; and (b) collateral arrangements with respect to (i)
the purchase and sale of stock options (and options on stock indices) and
(ii) initial or variation margin for futures contracts. Margin deposits
for the purchase and sale of futures contracts and related options are
not deemed to be a pledge.
INVESTING IN REAL ESTATE
An Equity Fund will not purchase or sell real estate, including limited
partnership interests, although it may invest in the securities of
companies whose business involves the purchase or sale of real estate or
in securities which are secured by real estate or interests in real
estate.
INVESTING IN COMMODITIES
The Equity Funds will not purchase or sell commodities, commodity
contracts, or commodity futures contracts except to the extent that an
Equity Fund may engage in transactions involving financial futures
contracts or options on financial futures contracts.
DIVERSIFICATION OF INVESTMENTS
With respect to securities comprising 75% of the value of its total
assets, the Equity Funds will not purchase securities issued by any one
issuer (other than cash, cash items, or securities issued or guaranteed
by the government of the United States or its agencies or
instrumentalities and repurchase agreements collateralized by such
securities) if, as a result, more than 5% of the value of their
respective total assets would be invested in the securities of that
issuer. An Equity Fund will not acquire more than 10% of the outstanding
voting securities of any one issuer.
CONCENTRATION OF INVESTMENTS
The Equity Funds will not invest 25% or more of the value of their
respective total assets in any one industry (other than securities issued
by the U.S. government, its agencies or instrumentalities). However, the
Equity Funds may invest as temporary investments more than 25% of the
value of their respective assets in cash or cash
- --------------------------------------------------------------------------------
items, securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities, or instruments secured by these money
market instruments, such as repurchase agreements.
UNDERWRITING
An Equity Fund will not underwrite any issue of securities, except as it
may be deemed to be an underwriter under the Securities Act of 1933 in
connection with the sale of securities in accordance with its investment
objective, policies, and limitations.
LENDING CASH OR SECURITIES
An Equity Fund will not lend any of its assets, except portfolio
securities up to one-third of the value of its total assets.
This shall not prevent an Equity Fund from purchasing or holding money
market instruments, repurchase agreements, obligations of the U.S.
government, its agencies or instrumentalities, variable rate demand
notes, bonds debentures, notes certificates of indebtedness, or certain
debt instruments as permitted by its investment objective, policies, and
limitations or the Trust's Declaration of Trust.
The above investment limitations cannot be changed without shareholder approval.
The following limitations, however, may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in these limitations becomes effective.
INVESTING IN RESTRICTED SECURITIES
An Equity Fund will not invest more than 10% of its total assets in
securities subject to restrictions on resale under the Securities Act of
1933, except for commercial paper issued under Section 4(2) of the
Securities Act of 1933 and certain other restricted securities which meet
the criteria for liquidity as established by the Trustees.
INVESTING IN ILLIQUID SECURITIES
An Equity Fund will not invest more than 15% of the value of its net
assets in illiquid securities, including repurchase agreements providing
for settlement in more than seven days after notice, non-negotiable fixed
time deposits with maturities over seven days, over-the-counter options,
and certain securities not determined by the Trustees to be liquid.
INVESTING IN MINERALS
The Equity Funds will not purchase interests in oil, gas, or other
mineral exploration or development programs or leases, except it may
purchase the securities of issuers which invest in or sponsor such
programs.
INVESTING IN NEW ISSUERS
The Equity Funds will not invest more than 5% of the value of its total
assets in securities of issuers which have records of less than three
years of continuous operations, including the operation of any
predecessor.
INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
THE TRUST
The Equity Funds will not purchase or retain the securities of any issuer
if the officers and Trustees of the Trust or the Equity Funds' investment
adviser, owning individually more than 1/2 of 1% of the issuer's
securities, together own more than 5% of the issuer's securities.
PURCHASING SECURITIES TO EXERCISE CONTROL
The Equity Funds will not purchase securities of a company for purpose of
exercising control or management.
INVESTING IN WARRANTS
The Equity Funds will not invest more than 5% of its net assets in
warrants. No more than 2% of this 5% may be warrants which are not
listed on the New York or American Stock Exchanges.
INVESTING IN PUT OPTIONS
An Equity Fund will not purchase put options on securities, unless the
securities are held in the Equity Fund's portfolio and not more than 5%
of the value of the Equity Fund's total assets would be invested in
premiums on open put option positions.
WRITING COVERED CALL OPTIONS
An Equity Fund will not write call options on securities unless the
securities are held in the Equity Fund's portfolio or unless the Equity
Fund is entitled to them in deliverable form without further payment or
after segregating cash in the amount of any further payment. An Equity
Fund will not write call options in excess of 5% of the value of its
total assets.
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INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Equity Funds will limit their investment in other investment
companies to no more than 3% of the total outstanding voting stock of any
investment company, will invest no more than 5% of total assets in any
one investment company, and will invest no more than 10% of its total
assets in investment companies in general. The Equity Funds will purchase
securities only in open market transactions involving only customary
broker's commissions. However, these limitations are not applicable if
the securities are acquired in a merger, consolidation, reorganization,
or acquisition of assets.
Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction.
The Equity Funds did not borrow money or pledge securities in excess of 5% of
their respective net assets during the past fiscal year, and do not intend to
borrow money in excess of 5% of the value of their respective net assets during
the coming fiscal year.
For purposes of their policies and limitations, the Equity Funds consider
certificates of deposit and demand and time deposits issued by a U.S. branch of
a domestic bank or savings and loan having capital, surplus, and undivided
profits in excess of $100,000,000 at the time of investment to be "cash items."
To comply with registration requirements in certain states, each Equity Fund (1)
will limit the aggregate value of the assets underlying covered call options or
put options written by an Equity Fund to not more than 25% of its net assets,
(2) will limit the premiums paid for options purchased by an Equity Fund to 5%
of its net assets, (3) will limit the margin deposits on futures contracts
entered into by an Equity Fund to 5% of its net assets, and (4) will limit
investments in warrants to 5% of its net assets. No more than 2% will be in
warrants which are listed on the New York or American Stock Exchanges. Also, to
comply with certain state restrictions, each Equity Fund will limit its
investment in restricted securities to 5% of total assets. (If state
requirements change, these restrictions may be revised without shareholder
notification.)
THE SHAWMUT FUNDS MANAGEMENT
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OFFICERS AND TRUSTEES
Officers and Trustees are listed with their addresses, principal occupations,
and present positions, including any affiliation with Shawmut Bank, N.A.,
Federated Investors, Federated Securities Corp., Federated Services Company,
Federated Administrative Services, and the Funds (as defined below).
<TABLE>
<CAPTION>
POSITIONS WITH PRINCIPAL OCCUPATIONS
NAME AND ADDRESS THE TRUST DURING PAST FIVE YEARS
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
John F. Donahue+* Chairman Chairman and Trustee, Federated Investors; Chairman and Trustee, Federated
Federated Investors and Trustee Advisers, Federated Management, and Federated Research; Director, AEtna Life
Tower and Casualty Company; Chief Executive Officer and Director, Trustee, or
Pittsburgh, PA Managing General Partner of the Funds; formerly, Director, The Standard Fire
Insurance Company. Mr. Donahue is the father of J. Christopher Donahue, Vice
President of the Trust.
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
John T. Conroy, Jr. Trustee President, Investment Properties Corporation; Senior Vice-President, John R.
Wood/IPC/Commercial Wood and Associates, Inc., Realtors; President, Northgate Village
Department Development Corporation; General Partner or Trustee in private real estate
John R. Wood and ventures in Southwest Florida; Director, Trustee, or Managing General
Associates, Inc., Partner of the Funds; formerly, President, Naples Property Management, Inc.
Realtors
3255 Tamiami Trail North
Naples, FL
- --------------------------------------------------------------------------------------------------------------------------------
William J. Copeland Trustee Director and Member of the Executive Committee, Michael Baker, Inc.;
One PNC Plaza, Director, Trustee, or Managing General Partner of the Funds; formerly, Vice
23rd Floor Chairman and Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan
Pittsburgh, PA Homes, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
POSITIONS WITH PRINCIPAL OCCUPATIONS
NAME AND ADDRESS THE TRUST DURING PAST FIVE YEARS
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
James E. Dowd Trustee Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director,
571 Hayward Mill Road Trustee, or Managing General Partner of the Funds; formerly, Director, Blue
Concord, MA Cross of Massachusetts, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
Lawrence D. Ellis, M.D. Trustee Hematologist, Oncologist, and Internist, Presbyterian and Montefiore
3471 Fifth Avenue Hospitals; Clinical Professor of Medicine and Trustee, University of
Suite 1111 Pittsburgh; Director, Trustee, or Managing General Partner of the Funds.
Pittsburgh, PA
- --------------------------------------------------------------------------------------------------------------------------------
Edward L. Flaherty, Jr.+ Trustee Attorney-at-law; Partner, Meyer and Flaherty; Director, Eat'N Park
5916 Penn Mall Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director, Trustee,
Pittsburgh, PA or Managing General Partner of the Funds; formerly, Counsel, Horizon
Financial, F.A., Western Region.
- --------------------------------------------------------------------------------------------------------------------------------
Edward C. Gonzales* President, Vice President, Treasurer, and Trustee, Federated Investors;
Federated Investors Treasurer, Vice President and Treasurer, Federated Advisers, Federated Management, and
Tower and Trustee Federated Research; Executive Vice President, Treasurer, and Director,
Pittsburgh, PA Federated Securities Corp.; Trustee, Federated Services Company; Chairman,
Treasurer, and Director, Federated Administrative Services; Trustee or
Director of some of the Funds; Vice President and Treasurer of the Funds.
- --------------------------------------------------------------------------------------------------------------------------------
Peter E. Madden Trustee Consultant; State Representative, Commonwealth of Massachusetts; Director,
225 Franklin Street Trustee, or Managing General Partner of the Funds; formerly, President,
Boston, MA State Street Bank and Trust Company and State Street Boston Corporation and
Trustee, Lahey Clinic Foundation.
- --------------------------------------------------------------------------------------------------------------------------------
Gregor F. Meyer Trustee Attorney-at-law; Partner, Meyer and Flaherty; Chairman, Meritcare, Inc.;
5916 Penn Mall Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or Managing
Pittsburgh, PA General Partner of the Funds; formerly, Vice Chairman, Horizon Financial,
F.A.
- --------------------------------------------------------------------------------------------------------------------------------
Wesley W. Posvar Trustee Professor, Foreign Policy and Management Consultant; Trustee, Carnegie
1202 Cathedral of Endowment for International Peace, RAND Corporation, Online Computer Library
Learning Center, Inc., and U.S. Space Foundation; Chairman, Czecho Slovak Management
University of Pittsburgh Center; Director, Trustee, or Managing General Partner of the Funds;
Pittsburgh, PA President Emeritus, University of Pittsburgh; formerly, Chairman, National
Advisory Council for Environmental Policy and Technology.
- --------------------------------------------------------------------------------------------------------------------------------
Marjorie P. Smuts Trustee Public relations/marketing consultant; Director, Trustee, or Managing
4905 Bayard Street General Partner of the Funds.
Pittsburgh, PA
- --------------------------------------------------------------------------------------------------------------------------------
J. Christopher Donahue Vice President President and Trustee, Federated Investors; Trustee, Federated Advisers,
Federated Investors Federated Management, and Federated Research; President and Director,
Tower Federated Administrative Services; Trustee, Federated Services Company;
Pittsburgh, PA President or Vice President of the Funds; Director, Trustee or Managing
General Partner of some of the Funds. Mr. Donahue is the son of John F.
Donahue, Chairman and Trustee of the Trust.
- --------------------------------------------------------------------------------------------------------------------------------
Richard B. Fisher Vice President Executive Vice President and Trustee, Federated Investors; Chairman and
Federated Investors Director, Federated Securities Corp.; President or Vice President of the
Tower Funds; Director or Trustee of some of the Funds.
Pittsburgh, PA
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
POSITIONS WITH PRINCIPAL OCCUPATIONS
NAME AND ADDRESS THE TRUST DURING PAST FIVE YEARS
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
John W. McGonigle Vice President Vice President, Secretary, General Counsel, and Trustee, Federated
Federated Investors and Secretary Investors; Vice President, Secretary and Trustee, Federated Advisers,
Tower Federated Management, and Federated Research; Trustee, Federated Services
Pittsburgh, PA Company; Executive Vice President, Secretary, and Trustee, Federated
Administrative Services; Director and Executive Vice President, Federated
Securities Corp.; Vice President and Secretary of the Funds.
- --------------------------------------------------------------------------------------------------------------------------------
John A. Staley, IV Vice President Vice President and Trustee, Federated Investors; Executive Vice President,
Federated Investors Federated Securities Corp.; President and Trustee, Federated Advisers,
Tower Federated Management, and Federated Research; Trustee, Federated Services
Pittsburgh, PA Company; Vice President of the Funds; Director, Trustee, or Managing General
Partner of the Funds; formerly, Vice President, The Standard Fire Insurance
Company and President of its Federated Research Division.
- --------------------------------------------------------------------------------------------------------------------------------
Jeffrey W. Sterling Vice President Vice President, Federated Administrative Services; Director of Private Label
Federated Investors and Assistant Management, Federated Investors; Vice President and Assistant Treasurer of
Tower Treasurer some of the Funds.
Pittsburgh, PA
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* This Trustee is deemed to be an "interested person" of the Trust as defined in
the Investment Company Act of 1940.
+ Members of the Trust's Executive Committee. The Executive Committee of the
Board of Trustees handles the responsibilities of the Board of Trustees
between meetings of the Board.
THE FUNDS
"The Funds" and "Funds" mean the following investment companies: American
Leaders Fund, Inc.; Annuity Management Series; Automated Cash Management Trust;
Automated Government Money Trust; California Municipal Cash Trust; Cash Trust
Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones & Co.
Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange Fund, Ltd.;
Federated GNMA Trust; Federated Government Trust; Federated Growth Trust;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Intermediate Government Trust; Federated
Master Trust; Federated Municipal Trust; Federated Short-Intermediate Government
Trust; Federated Short-Term U.S. Government Trust; Federated Stock Trust;
Federated Tax-Free Trust; Federated U.S. Government Bond Fund; First Priority
Funds; Fixed Income Securities, Inc.; Fortress Adjustable Rate U.S. Government
Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.;
Fund for U.S. Government Securities, Inc.; Government Income Securities, Inc.;
High Yield Cash Trust; Insight Institutional Series, Inc.; Insurance Management
Series; Intermediate Municipal Trust; International Series, Inc.; Investment
Series Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.;
Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.;
Liberty Term Trust, Inc.-1999; Liberty U.S. Government Money Market Trust;
Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust; Mark Twain
Funds; Money Market Management, Inc.; Money Market Obligations Trust; Money
Market Trust; Municipal Securities Income Trust; New York Municipal Cash Trust;
111 Corcoran Funds; Peachtree Funds; The Planters Funds; Portage Funds; RIMCO
Monument Funds; The Shawmut Funds; Short-Term Municipal Trust; Signet Select
Funds; Star Funds; The Starburst Funds; The Starburst Funds II; Stock and Bond
Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments Trust;
Trademark Funds; Trust for Financial Institutions; Trust for Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; and World Investment Series, Inc.
EQUITY FUNDS OWNERSHIP
Officers and Trustees own less than 1% of the Equity Funds' outstanding shares.
TRUSTEE LIABILITY
The Trust's Declaration of Trust provides that the Trustees will not be liable
for errors of judgment or mistakes of fact or law. However, they are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.
INVESTMENT ADVISORY SERVICES
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ADVISER TO THE EQUITY FUNDS
The Equity Funds' investment adviser is Shawmut Bank, N.A. (the "Adviser"). The
Adviser shall not be liable to the Trust, the Equity Funds, or any shareholder
of the Equity Funds for any losses that may be sustained in the purchase,
holding, or sale of any security, or for anything done or omitted by it, except
acts or omissions involving willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed upon it by its contract with the Trust.
Because of the internal controls maintained by Shawmut Bank, N.A., to restrict
the flow of non-public information, an Equity Fund's investments are typically
made without any knowledge of Shawmut Bank, N.A.'s., or its affiliates lending
relationships with an issuer.
ADVISORY FEES
For its advisory services, the Adviser receives an annual investment advisory
fee as described in the prospectus.
During the fiscal year ended October 31, 1993, the Fund's adviser earned the
following advisory fees: Growth Equity Fund, $222,953, of which $75,986 was
voluntarily waived; Growth and Income Equity Fund, $1,191,845, of which $319,550
was voluntarily waived; and Small Capitalization Equity Fund, $817,430, of which
$230,774 was voluntarily waived.
SUB-ADVISER TO THE QUANTITATIVE EQUITY FUND
The sub-adviser to the Quantitative Equity Fund is Marque Millennium Group
Limited (the "Sub-Adviser"). As is the case with the Adviser, the Sub-Adviser
shall not be liable to the Trust, the Quantitative Equity Fund, or any
shareholder of the Quantitative Equity Fund for any losses that may be sustained
in the purchase, holding, or sale of any security or for anything done or
omitted by it, except acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties imposed upon it by
its contact with the Adviser.
SUB-ADVISORY FEES
For its services, Marque Millennium Group Limited, as Sub-Adviser to the
Quantitative Equity Fund, receives an annual fee as described in the prospectus.
STATE EXPENSE LIMITATIONS
The Adviser has undertaken to comply with the expense limitations
established by certain states for investment companies whose shares are
registered for sale in those states. If the Equity Funds' normal
operating expenses (including the investment advisory fee, but not
including brokerage commissions, interest, taxes, and extraordinary
expenses) exceed 2 1/2% per year of the first $30 million of average net
assets, 2% per year of the next $70 million of average net assets, and
1 1/2% per year of the remaining average net assets, the Adviser will
reimburse the Equity Funds for its expenses over the limitation.
If the Equity Funds' monthly projected operating expenses exceed this
limitation, the investment advisory fee paid will be reduced by the
amount of the excess, subject to an annual adjustment. If the expense
limitation is exceeded, the amount to be reimbursed by the Adviser will
be limited, in any single fiscal year, by the amount of the investment
advisory fee.
This arrangement is not part of the advisory contract and may be amended
or rescinded in the future.
ADMINISTRATIVE SERVICES
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Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services to the Equity Funds for the fee set forth
in the prospectus. For the fiscal year ended October 31, 1993, Federated
Administrative Services earned the following administrative fees from the Equity
Funds: Growth Equity Fund, $28,063, all of which was voluntarily waived; Growth
and Income Equity Fund, $149,519; and Small Capitalization Equity Fund,
$102,587.
Shawmut Bank, N.A., serves as custodian to the Equity Funds. As compensation for
its services, the custodian receives a fee based upon a sliding scale ranging
from a minimum of .011% to a maximum of .02%, plus certain transaction costs.
For the fiscal year ended October 31, 1993, the Equity Funds' custodian earned
the following fees: Growth Equity Fund, $4,900; Growth and Income Equity Fund,
$10,719; and Small Capitalization Equity Fund, $7,827.
BROKERAGE TRANSACTIONS
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It is the Equity Funds' policy with respect to the selection of brokers and
dealers in the purchase and sale of securities to obtain the "best net realized
price" on each transaction. The Equity Funds conducts business only with
financially sound brokers or dealers on that basis. Brokerage commission is,
however, only one element in determining "best net realized
- --------------------------------------------------------------------------------
price." The Adviser may also select brokers and dealers who offer research and
other services. These services may be furnished directly to the Equity Funds or
to the Adviser and may include:
- - advice as to the advisability of investing in securities;
- - security analysis and reports;
- - economic studies;
- - industry studies;
- - receipt of quotations for portfolio evaluations; and
- - similar services.
The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relationship to the value of the brokerage and
research services provided.
Research services provided by brokers may be used by the Adviser for other
accounts. To the extent that receipt of these services may supplant services for
which the Adviser or its affiliates might otherwise have paid, it would tend to
reduce their expenses.
For the period from December 14, 1992 (date of initial public investment), to
October 31, 1993, the Growth Equity Fund, Growth and Income Equity Fund, and
Small Capitalization Equity Fund paid $51,698, $168,202, and $83,018,
respectively, in brokerage commissions on brokerage transactions.
PURCHASING SHARES
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Shares are sold at their net asset value plus a sales charge (Investment Shares
only) on days on which the New York Stock Exchange and the Federal Reserve Wire
System are open for business. The procedure for purchasing Shares is explained
in the respective prospectuses under "Investing in Trust Shares" or "Investing
in Investment Shares."
DISTRIBUTION PLAN (INVESTMENT SHARES)
With respect to the Investment Shares class of the Equity Funds, the Trust has
adopted a Plan pursuant to Rule 12b-1 which was promulgated by the Securities
and Exchange Commission pursuant to the Investment Company Act of 1940. The Plan
permits the payment of fees to administrators (including broker/dealers and
depository institutions such as commercial banks and savings and loan
associations) for distribution and administrative services. The Plan is designed
to stimulate administrators to provide distribution and administrative support
services to the Equity Funds and their shareholders. The administrative services
are provided by a representative who has knowledge of the shareholder's
particular circumstances and goals, and include, but are not limited to:
communicating account openings; communicating account closings; entering
purchase transactions; entering redemption transactions; providing or arranging
to provide accounting support for all transactions, wiring funds and receiving
funds for Share purchases and redemptions, confirming and reconciling all
transactions, reviewing the activity in Equity Funds accounts, and providing
training and supervision of broker personnel; posting and reinvesting dividends
to Equity Funds accounts or arranging for this service to be performed by the
Equity Funds' transfer agent; and maintaining and distributing current copies of
prospectuses and shareholder reports to the beneficial owners of shares of the
Equity Funds and prospective shareholders.
By adopting the Plan, the Trustees expect that the Equity Funds will be able to
achieve a more predictable flow of cash for investment purposes and to meet
redemptions. This will facilitate more efficient portfolio management and assist
the Equity Funds in seeking to achieve its investment objectives. By identifying
potential investors whose needs are served by the Equity Funds' objective, and
properly servicing these accounts, the Equity Funds may be able to curb sharp
fluctuations in rates of redemptions and sales.
Other benefits which the Equity Funds hopes to achieve through the Plan include,
but are not limited to, the following: (1) an efficient and effective
administrative system; (2) a more efficient use of shareholder assets by having
them rapidly invested in the Equity Funds, through an automatic transfer of
funds from a demand deposit account to an investment account, with a minimum of
delay and administrative detail; and (3) an efficient and reliable shareholder
records system and prompt responses to shareholder requests and inquiries
concerning their accounts.
For the fiscal year ended October 31, 1993, brokers earned the following fees
from the Equity Funds pursuant to the Plan: Growth Equity Fund, $8,860, of which
$4,431 was voluntarily waived; Growth and Income Equity Fund, $33,658, of which
$16,829 was voluntarily waived; and Small Capitalization Equity Fund, $29,532,
of which $14,766 was voluntarily waived.
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CONVERSION TO FEDERAL FUNDS
It is the Equity Funds' policy to be as fully invested as possible so that
maximum interest may be earned. To this end, all payments from shareholders must
be in federal funds or be converted into federal funds. Shawmut Bank, N.A., on
behalf of its customers, acts as the shareholder's agent in depositing checks
and converting them to federal funds. Purchases through the distributor are
converted to federal funds by the Equity Funds' transfer agent who, in turn,
purchases the Shares of the appropriate Equity Fund on behalf of the
shareholder.
DETERMINING NET ASSET VALUE
- --------------------------------------------------------------------------------
The net asset value generally changes each day. The days on which net asset
value is calculated by the Equity Funds are described in the respective
prospectuses for Trust Shares and Investment Shares.
DETERMINING MARKET VALUE OF SECURITIES
Market values of the Equity Funds' portfolio securities are determined as
follows:
- - for equity securities, according to the last sale price on a national
securities exchange, if available;
- - in the absence of recorded sales for equity securities, according to the mean
between the last closing bid and asked prices;
- - for bonds and other fixed income securities, at the last sale price on a
national securities exchange if available, otherwise as determined by an
independent pricing service;
- - for short-term obligations, according to the mean between bid and asked prices
as furnished by an independent pricing service or for short-term obligations
with maturities of 60 days or less at the time of purchase, at amortized cost;
or
- - for all other securities, at fair value as determined in good faith by the
Trustees.
Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may reflect: institutional trading in
similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics, and other market data.
The Equity Funds will value stock index futures contracts, options on stock and
stock indices, and put options on stock index futures and financial futures at
their market values established by the exchanges at the close of option trading
on such exchanges unless the Trustees determines in good faith that another
method of valuing option positions is necessary.
REDEEMING SHARES
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The Equity Funds redeems Shares at the next computed net asset value after the
redemption requests are received. Redemption procedures are explained in the
respective prospectuses under "Redeeming Trust Shares" or "Redeeming Investment
Shares."
REDEMPTION IN KIND
Although the Trust intends to redeem shares in cash, it reserves the right under
certain circumstances to pay the redemption price in whole or in part by a
distribution of securities from the Equity Funds' portfolio. Redemption in kind
will be made in conformity with applicable Securities and Exchange Commission
rules, taking such securities at the same value employed in determining net
asset value and selecting the securities in a manner the Trustees determine to
be fair and equitable.
The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act
of 1940 under which the Trust is obligated to redeem shares for any one
shareholder in cash only up to the lesser of $250,000 or 1% of the Equity Funds'
net asset value during any 90-day period.
EXCHANGE PRIVILEGE
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REQUIREMENTS FOR EXCHANGE
Shareholders using the exchange privilege must exchange Shares having a net
asset value of at least $1,000. Before the exchange, the shareholder must
receive a prospectus of the fund for which the exchange is being made. Further
information on the exchange privilege and prospectuses may be obtained by
calling Shawmut Bank.
MAKING AN EXCHANGE
Instructions for exchanges may be given in writing or by telephone. Written
instructions may require a signature guarantee.
TAX STATUS
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THE EQUITY FUNDS' TAX STATUS
The Equity Funds will pay no federal income tax because the Equity Funds expect
to meet the requirements of Subchapter M of the Internal Revenue Code applicable
to regulated investment companies and to receive the special tax treatment
afforded to such companies. To qualify for this treatment, the Equity Funds
must, among other requirements:
- - derive at least 90% of its gross income from dividends, interest, and gains
from the sale of securities;
- - derive less than 30% of its gross income from the sale of securities held less
than three months;
- - invest in securities within certain statutory limits; and
- - distribute to its shareholders at least 90% of its net income earned during
the year.
SHAREHOLDERS' TAX STATUS
Shareholders are subject to federal income tax on dividends received as cash or
additional Shares.
CAPITAL GAINS
Capital gains experienced by the Equity Funds could result in an increase in
dividends. Capital losses could result in a decrease in dividends. The Equity
Funds will distribute net long-term capital gains at least once every 12 months.
TOTAL RETURN
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The cumulative total return for Investment Shares of the Growth Equity Fund,
Growth and Income Equity Fund, and Small Capitalization Equity Fund for the
period from February 12, 1993 (date of initial public offering), to October 31,
1993, were 0.65%, 1.95%, and 2.30%, respectively. The cumulative total return
for the Trust Shares of the Growth Equity Fund, Growth and Income Equity Fund,
and Small Capitalization Equity Fund for the period from December 14, 1992 (date
of initial public investment) to October 31, 1993 were 5.09%, 8.80%, and 12.12%,
respectively. Cumulative total return reflects an Equity Fund's total
performance over a specific period of time. This total return assumes and is
reduced by the payment of the maximum sales load (Investment Shares only). The
Equity Funds' total returns are representative of approximately nine months of
activity since the Equity Funds' effective date.
The average annual total return for the Equity Funds is the average compounded
rate of return for a given period that would equate a $1,000 initial investment
to the ending redeemable value of that investment. The ending redeemable value
is computed by multiplying the number of Shares owned at the end of the period
by the net asset value per Share at the end of the period. The number of Shares
owned at the end of the period is based on the number of Shares purchased at the
beginning of the period with $1,000, less any applicable sales charge
(Investment Shares only), adjusted over the period by any additional Shares,
assuming the quarterly reinvestment of all dividends and distributions.
YIELD
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The thirty-day yield for Investment Shares of the Growth Equity Fund, Growth and
Income Equity Fund, and Small Capitalization Equity Fund for the period ending
October 31, 1993, were (0.02%), 1.82%, and (0.27%), respectively. The thirty-day
yield for Trust Shares of the Growth Equity Fund, Growth and Income Equity Fund,
and Small Capitalization Equity Fund for the same period were 0.24%, 2.16%, and
(0.03%), respectively.
The yield for both classes of Shares of the Equity Funds is determined by
dividing the net investment income per share (as defined by the Securities and
Exchange Commission) earned by the Equity Funds over a thirty-day period by the
maximum offering price per Share on the last day of the period. This value is
annualized using semi-annual compounding. This means that the amount of income
generated during the thirty-day period is assumed to be generated each month
over a twelve-month period and is reinvested every six months. The yield does
not necessarily reflect income actually earned by the Equity Funds because of
certain adjustments required by the Securities and Exchange Commission and,
therefore, may not correlate to the dividends or other distributions paid to
shareholders.
To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in the
Equity Funds, performance will be reduced for those shareholders paying those
fees.
PERFORMANCE COMPARISONS
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The Equity Funds' performance depends upon such variables as:
- - portfolio quality;
- - average portfolio maturity;
- - type of instruments in which the portfolio is invested;
- - changes in interest rates and market value of portfolio securities;
- - changes in the Equity Funds' or either class of Shares' expenses;
- - the relative amount of cash flow; and
- - various other factors.
The Equity Funds' performance fluctuates on a daily basis largely because net
earnings and offering price per Share fluctuate daily. Both net earnings and
offering price per Share are factors in the computation of yield and total
return.
Investors may use financial publications and/or indices to obtain a more
complete view of an Equity Fund's performance. When comparing performance,
investors should consider all relevant factors, such as the composition of any
index used, prevailing market conditions, portfolio compositions of other funds,
and methods used to value portfolio securities and compute offering price. The
financial publications and/or indices which the Equity Funds use in advertising
may include:
- - LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund categories by
making comparative calculations using total return. Total return assumes the
reinvestment of all capital gains distributions and income dividends and takes
into account any change in net asset value over a specified period of time.
From time to time, the Equity Funds will quote its Lipper ranking in the
"growth funds" category in advertising and sales literature.
- - DOW JONES INDUSTRIAL AVERAGE ("DJIA") represents share prices of selected blue
chip industrial corporations as well as public utility and transportation
companies. The DJIA indicates daily changes in the average price of stocks in
any of its categories. It also reports total sales for each group of
industries. Because it represents the top corporations of America, the DJIA's
index movement are leading economic indicators for the stock market as a
whole.
- - STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS, a composite
index of common stocks in industry, transportation, and financial and public
utility companies, compares total returns of funds whose portfolios are
invested primarily in common stocks. In addition, the Standard & Poor's index
assumes reinvestment of all dividends paid by stocks listed on its index.
Taxes due on any of these distributions are not included, nor are brokerage or
other fees calculated in the Standard & Poor's figures.
The Equity Funds may also advertise the performance of such indices and the
types of securities in which it invests as compared to the rate of inflation.
Advertisements and other sales literature for the Equity Funds may quote total
returns which are calculated on non-standardized base periods. These total
returns also represent the historic change in the value of an investment in the
Equity Funds based on quarterly reinvestment of dividends over a specified
period of time.
FINANCIAL STATEMENTS
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The financial statements for the fiscal year ended October 31, 1993, are
incorporated herein by reference to the Annual Report of the Trust dated October
31, 1993. A copy of the Annual Report may be obtained without charge by
contacting the Trust.
APPENDIX
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STANDARD AND POOR'S CORPORATION CORPORATE BOND RATINGS
AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA--Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degree.
A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.
B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.
MOODY'S INVESTORS SERVICE, INC., CORPORATE BOND RATINGS
AAA--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
AA--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment some time in the future.
BAA--Bonds which are rated Baa are considered as medium-grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
BA--Bonds which are Ba are judged to have speculative elements; their future
cannot be considered as well-assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.
B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
FITCH INVESTORS SERVICE, INC., LONG-TERM DEBT RATINGS
AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.
AA--Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.
A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.
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BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.
B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.
STANDARD AND POOR'S CORPORATION COMMERCIAL PAPER RATINGS
A-1--This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+) sign
designation.
A-2--Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues designated
A-1.
MOODY'S INVESTORS SERVICE, INC., COMMERCIAL PAPER RATINGS
P-1--Issuers rated PRIME-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1 repayment
capacity will normally be evidenced by the following characteristics:
conservative capitalization structures with moderate reliance on debt and ample
asset protection; broad margins in earning coverage of fixed financial charges
and high internal cash generation; well established access to a range of
financial markets and assured sources of alternate liquidity.
P-2--Issuers rated PRIME-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
FITCH INVESTORS SERVICE, INC., SHORT-TERM DEBT RATINGS
F-1+--Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.
F-1--Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-1+.
F-2--Good Credit Quality. Issues carrying this rating have a satisfactory degree
of assurance for timely payment.
3120919B (4/94)
PART C. OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements: (1-9) Incorporated into the Statement of
Additional Information by reference to the Trust's Annual Report;
(10-11) Filed in Part A; (12) To be filed with 4-6 month update.
(b) Exhibits:
(1) (i) Conformed copy of Declaration of Trust of the Registrant
(1);
(ii) Conformed copies of Amendment Nos. 1 through 6 to the
Declaration of Trust of the Registrant;+
(iii) Form of Amendment No. 7 to the Declaration of Trust of the
Registrant;+
(2) Copy of By-Laws of the Registrant (1);
(3) Not applicable;
(4) (i) Copy of Specimen Certificate for Shares of Beneficial
Interest for Shawmut Prime Money Market Fund (1);
(ii) Copy of Specimen Certificate for Shares of Beneficial
Interest for Shawmut Fixed Income Fund (1);
(iii) Copy of Specimen Certificate for Shares of Beneficial
Interest for Shawmut Intermediate Government Icnome Fund
(1);
(iv) Copy of Specimen Certificate for Shares of Beneficial
Interest for Shawmut Limited Term Income Fund (1);
(v) Copy of Specimen Certificate for Shares of Beneficial
Interest for Shawmut Small Capitalization Equity Fund (1);
(vi) Copy of Specimen Certificate for Shares of Beneficial
Interest for Shawmut Growth and Income Equity Fund (1);
(vii) Copy of Specimen Certificate for Shares of Beneficial
Interest for Shawmut Growth Equity Fund (1);
(viii) Copy of Specimen Certificates for Shares of Beneficial
Interest for the Shawmut Connecticut Intermediate Municipal
Income Fund, Shawmut Massachusetts Intermediate Municipal
Income Fund, Shawmut Connecticut Municipal Money Market Fund
(Trust and Investment Shares), Shawmut Massachusetts
Municipal Money Market Fund, and Shawmut Quantitative Equity
Fund (Investment Shares and Trust Shares) (to be filed by
amendment);
(5) (i) Conformed copy of Investment Advisory Contract of the Regis-
trant, including conformed copies of Exhibits A through E to
the Investment Advisory Contract;+
(ii) Form of Exhibit F to the Investment Advisory Contract of the
Registrant to add the Shawmut Quantitative Equity Fund to
the present Investment Advisory Contract;+
+ All exhibits have been filed electronically.
1. Response is incorporated by reference to Registrant's Initial Registration
on Form N-1A filed August 25, 1992 (File Nos. 33-48933 and 811-58437).
(iii) Form of Sub-Advisory Contract between Shawmut Bank, N.A.,
and Marque Millenium Group Limited, the sub-adviser to the
Shawmut Quantitative Equity Fund;+
(6) (i) Conformed copy of Distributor's Contract of the
Registrant, including conformed copies of Exhibits A through
T to the Distributor's Contract;+
(ii) Form of Exhibits U and V to the Distributor's Contract
of the Registrant to add the Shawmut Quantitative Equity
Fund (Investment Shares and Trust Shares) to the present
Distributor's Contract;+
(7) Not applicable;
(8) (i) Conformed copy of Custody Agreement of the Registrant (5);
(ii) Copy of Amendment Nos. 1 and 2 to Exhibit A to the Custody
Agreement of the Registrant;+
(iii) Copy/Form of Amendment No. 3 to Exhibit A to the Custody
Agreement of the Registrant to add the Shawmut Quantitative
Equity Fund (Investment Shares and Trust Shares) to the
present Custody Agreement;+
(9) Conformed copy of Portfolio Accounting and Shareholder
Recordkeeping Agreement of the Registrant;+
(10) Paper copy of Opinion and Consent of Counsel as to legality
of shares being registered (2);
(11) Conformed copy of Consent of Independent Accountants;+
(12) Not applicable;
(13) Conformed copy of Initial Capital Understanding (2);
(14) Not applicable;
(15) (i) Conformed copy of Distribution Plan, including
conformed copies of Exhibits A through L to the Distribution
Plan;+
(ii) Form of Exhibit M to the Distribution Plan to add the
Shawmut Quantitative Equity Fund (Investment Shares) to the
present Distribution Plan;+
(iii) Copy of Rule 12b-1 Agreement, through Amendment No. 2 to
Exhibit A (5);
(iv) Copy/Form of Amendment No. 3 to Exhibit A of the Rule 12b-1
Agreement;+
(16) (i) Schedules for Computation of Fund Performance Data
(5);
(ii) Copy of Schedule for Computation of Performance Data
for Shawmut Connecticut Municipal Money Market Fund
(Investment Shares) (7);
(iii) Copy of Schedule for Computation of Performance Data
for Shawmut Connecticut Municipal Money Market Fund (Trust
Shares) (7);
(iv) Copy of Schedule for Computation of Performance Data
for Shawmut Massachusetts Municipal Money Market Fund (7);
(17) Conformed copy of Power of Attorney;+
(18) Not applicable.
+ All exhibits have been filed electronically.
2. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A filed November 25, 1992 (File Nos. 33-48933
and 811-58437).
5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 4 on Form N-1A filed July 14, 1993 (File Nos. 33-48933 and
811-58437).
7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on Form N-1A filed March 31, 1994 (File Nos. 33-48933 and
811-58437).
Item 25. Persons Controlled by or Under Common Control with Registrant:
None
Item 26. Number of Holders of Securities:
Title of Class
Shares of beneficial interest Number of Record Holders
(no par value) as of March 5, 1994
Shawmut Prime Money Market Fund
Trust Shares 8
Investment Shares 1,542
Shawmut Intermediate Government Income Fund
Trust Shares 7
Investment Shares 1,422
Shawmut Fixed Income Fund
Trust Shares 7
Investment Shares 1,014
Shawmut Limited Term Income Fund
Trust Shares 7
Investment Shares 575
Shawmut Growth Equity Fund
Trust Shares 7
Investment Shares 840
Shawmut Growth and Income Equity Fund
Trust Shares 7
Investment Shares 2,741
Shawmut Small Capitalization Equity Fund
Trust Shares 7
Investment Shares 2,820
Shawmut Connecticut Intermediate Municipal Income Fund 377
Shawmut Massachusetts Intermediate Municipal Income Fund 239
Shawmut Connecticut Municipal Money Market Fund
Trust Shares 7
Investment Shares 259
Shawmut Massachusetts Municipal Money Market Fund 225
Shawmut Quantitative Equity Fund
Trust Shares 0
Investment Shares 0
Item 27. Indemnification: (1.)
1. Response is incorporated by reference to Registrant's Initial Registration
on Form N-1A filed August 25, 1992 (File Nos. 33-48933 and 811-58437).
Item 28. Business and Other Connections of Investment Adviser:
(a) For a description of the other business of Shawmut Bank, N.A., the
Funds' investment adviser, see the section entitled "The Shawmut Funds
Information -- Management of The Shawmut Funds" in Part A. The
remaining Officers of the investment adviser are:
Other Substantial
Business, Profession
Name Positions Vocation or Employment
Joel B. Alvord Director Director, Shawmut Bank
Connecticut N.A., Chairman and
Chief Executive Officer,
Shawmut National Corporation
Stanley N. Bergman Director Bergman, Horowitz & Reynolds,
P.C.
John T. Collins Director Chairman and Chief Executive
Officer, the Collins Group,
Inc.
David L. Eyles Vice Chairman, Director Vice Chairman,Shawmut Bank
Connecticut N.A., and Shawmut
Bank N.A.;
Vice-Chairman-Credit and Chief
Policy Officer, Shawmut
National Corporation
Bernard M. Fox Director President and Chief Executive
Officer, Northeast Utilities
John L. Harrington Director President, JRY Corporation
Graves D. Hewitt Director Chairman, HM Consulting Group,
Inc.
Eileen S. Kraus Vice Chairman, Director President, Shawmut Bank
Connecticut N.A., and Shawmut
National Corporation
Robert J. Matura Director Chairman, and Chief Executive
Officer, Belvoir Limited
Evelyn F. Murphy Director Managing Director, Brown,
Rudnick, Free and Gesmer, P.C.
Walter H. Monteith, Jr. Director Chairman, Southern New England
Telecommunications Corporation
Other Substantial
Business, Profession
Name Positions Vocation or Employment
Gunnar S. Overstrom Director, Chairman and President and Chief
Chief Executive Officer Operating Officer, Shawmut
National Corporation; Chairman
and Chief Executive Officer,
Shawmut Bank Connecticut N.A.
John G. Power Director Formerly, Senior
Vice-President, ITT Hartford
Insurance Group
S. Caesar Raboy Director Vice President, Sun Life
Insurance Company of Canada
Allen W. Sanborn Director and President Vice Chairman,Shawmut Bank
Connecticut N.A.
Helen B. Spaulding Director Consultant to the Board of
Directors, Spaulding
Rehabilitation Hospital
Paul E. Tsongas Director Partner, Foley, Hoag & Eliot,
Attorneys
For a description of the other business of Marque Millenium Group
Limited, the sub-adviser to the Shawmut Quantitative Equity Fund (the
"Sub-Adviser"), see the section entitled "The Shawmut Funds Information
-- Management of The Shawmut Funds" in Part A of the Shawmut
Quantitative Equity Fund. The remaining Officers of the Sub-Adviser
are:
Other Substantial
Business, Profession
Name Positions Vocation or Employment
Wilfred J. Meckel II Senior Managing J. & W. Seligman & Co.;
Director and Chief Member, American and Boston
Executive Officer Stock Exchanges; Chairman, New
York District of the
Securities Industry
Association; Director, SIA-NY
Economic Education Foundation;
President and Director, Brown
University Club in New York.
Kenneth J. Garvey Managing Director Senior Vice President, J. & W.
Seligman & Co.; Partner,
Centry Capital; Senior Vice
President, Lehman Management
Corp.; Chairman, Readington
Lebanon (New Jersey) Municipal
Sewage Authority.
Item 29. Principal Underwriters:
(a) Federated Securities Corp., the Distributor for shares of the
Registrant, also acts as principal underwriter for the following
open-end investment companies: A.T. Ohio Municipal Money Fund;
Alexander Hamilton Funds; American Leaders Fund, Inc.; Annuity
Management Series; Automated Cash Management Trust; Automated Government
Money Trust; BayFunds; The Biltmore Funds; The Biltmore Municipal
Funds; The Boulevard Funds; California Municipal Cash Trust; Cambridge
Series Trust; Cash Trust Series, Inc.; Cash Trust Series II; DG Investor
Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated ARMs
Fund; Federated Exchange Fund, Ltd.; Federated GNMA Trust; Federated
Government Trust; Federated Growth Trust; Federated High Yield Trust;
Federated Income Securities Trust; Federated Income Trust; Federated
Index Trust; Federated Intermediate Government Trust; Federated Master
Trust; Federated Municipal Trust; Federated Short-Intermediate
Government Trust; Federated Short-Term U.S. Government Trust; Federated
Stock Trust; Federated Tax-Free Trust; Federated U.S. Government Bond
Fund; Financial Reserves Fund; First Priority Funds; First Union Funds;
Fixed Income Securities, Inc.; Fortress Adjustable Rate U.S. Government
Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress Utility Fund,
Inc.; Fountain Square Funds; Fund for U.S. Government Securities, Inc.;
Government Income Securities, Inc.; High Yield Cash Trust; Independence
One Mutual Funds; Insight Institutional Series, Inc.; Insurance
Management Series; Intermediate Municipal Trust; International Series,
Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty
Equity Income Fund, Inc.; Liberty High Income Bond Fund, Inc.; Liberty
Municipal Securities Fund, Inc.; Liberty U.S. Government Money Market
Trust; Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed Series
Trust; Mark Twain Funds; Marshall Funds, Inc.; Money Market Management,
Inc.; Money Market Obligations Trust; Money Market Trust; The Monitor
Funds; Municipal Securities Income Trust; New York Municipal Cash Trust;
111 Corcoran Funds; Peachtree Funds; The Planters Funds; Portage Funds;
RIMCO Monument Funds; Short-Term Municipal Trust; Signet Select Funds;
SouthTrust Vulcan Funds; Star Funds; The Starburst Funds; The Starburst
Funds II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; Tower Mutual Funds; Trademark Funds;
Trust for Financial Institutions; Trust for Government Cash Reserves;
Trust for Short-Term U.S. Government Securities; Trust for U.S. Treasury
Obligations; Vision Fiduciary Funds, Inc.; Vision Group of Funds, Inc.;
and World Investment Series, Inc.
Federated Securities Corp. also acts as principal underwriter for the
following closed-end investment company: Liberty Term Trust, Inc. -
1999.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
Richard B. Fisher Director, Chairman, Chief Vice President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, and
Asst. Treasurer, Federated
Securities Corp.
Edward C. Gonzales Director, Executive Vice President,
Federated Investors Tower President, and Treasurer, Treasurer, and
Pittsburgh, PA 15222-3779 Federated Securities Trustee
Corp.
John W. McGonigle Director, Executive Vice Vice President and
Federated Investors Tower President, and Assistant Secretary
Pittsburgh, PA 15222-3779 Secretary, Federated
Securities Corp.
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
John A. Staley, IV Executive Vice President Vice President
Federated Investors Tower and Assistant Secretary,
Pittsburgh, PA 15222-3779 Federated Securities Corp.
John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust
Pittsburgh, PA 15222-3779 Federated Securities Corp.
Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
H. Joseph Kennedy Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
James R. Ball Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard W. Boyd Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Laura M. Deger Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David C. Glabicki Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Scott A. Hutton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William J. Kerns Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
William E. Kugler Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Dennis M. Laffey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Francis J. Matten, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Jeffrey Niss Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. O'Brien Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Solon A. Person, IV Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charles A. Robison Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas E. Territ Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Philip C. Hetzel Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Federated Assistant
Federated Investors Tower Securities Corp. Secretary
Pittsburgh, PA 15222-3779
(c) Not applicable.
Item 30. Location of Accounts and Records:
All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:
Registrant Federated Investors Tower
Pittsburgh, PA 15222-3779
Federated Services Company Federated Investors Tower
("Transfer Agent, Dividend Pittsburgh, PA 15222-3779
Disbursing Agent, and Portfolio
Accounting Services")
Federated Administrative Services Federated Investors Tower
("Administrator") Pittsburgh, PA 15222-3779
Shawmut Bank, N.A. One Federal Street
("Adviser") Boston, MA 02211
Marque Millennium Group Limited 126 East 56th Street
("Sub-Adviser") New York, NY 10022
Shawmut Bank, N.A. One Federal Street
("Custodian") Boston, MA 02211
Item 31. Management Services: Not applicable.
Item 32. Undertakings:
Registrant hereby undertakes to comply with the provisions of
Section 16(c) of the 1940 Act with respect to the removal of
Trustees and the calling of special shareholder meetings by
shareholders.
Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
Registrant hereby undertakes to file a post-effective amendment on
behalf of the Shawmut Quantitative Equity Fund, using financial
statements for Shawmut Quantitative Equity Fund which need not be
certified, within four to six months from the effective date of
this Post-Effective Amendment No. 10.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, THE SHAWMUT FUNDS, has
duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, all in the
City of Pittsburgh and Commonwealth of Pennsylvania, on the 22nd day of
April, 1994.
THE SHAWMUT FUNDS
BY: /s/ Robert C. Rosselot
Robert C. Rosselot, Assistant Secretary
Attorney in Fact for John F. Donahue
April 22, 1994
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE DATE
By: /s/ Robert C. Rosselot
Robert C. Rosselot Attorney In Fact April 22, 1994
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Edward C. Gonzales* President, Treasurer, and Trustee
(Principal Financial and
Accounting Officer)
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
Exhibit 11 under Form N-1A
Exhibit 23 under Item 601/Reg. S-K
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses and
Statement of Additional Information constituting part of the Post-Effective
Amendment No. 10 to the registration statement on Form N-1A (the
"Registration Statement") of our report dated December 17, 1993, relating
to the financial statements and financial highlights of Shawmut Connecticut
Municipal Money Market Fund, Shawmut Massachusetts Municipal Money Market
Fund, Shawmut Fixed Income Fund, Shawmut Growth and Income Equity Fund,
Shawmut Growth Equity Fund, Shawmut Intermediate Government Income Fund,
Shawmut Limited Term Income Fund, Shawmut Prime Money Market Fund and
Shawmut Small Capitalization Equity Fund (portfolios of The Shawmut Funds)
appearing in the October 31, 1993 Shawmut Combined Annual Report -
Trust/Investment Shares, which is also incorporated by reference into the
Registration Statement. We also consent to the references to us under the
headings "Financial Highlights" and "Independent Accountants" in the
Prospectuses.
/s/ Price Waterhouse
Price Waterhouse
Boston, Massachusetts
April 21, 1994
Exhibit 17 under Form N-1A
Exhibit 24 under Item 601/Reg. S-K
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints the Secretary and Assistant Secretary of The Shawmut
Funds__________ and the Assistant General Counsel of Federated
Investors, and each of them, their true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for them and
in their names, place and stead, in any and all capacities, to sign any
and all documents to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, by means of
the Securities and Exchange Commission's electronic disclosure system
known as EDGAR; and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to sign and perform each and
every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
SIGNATURES TITLE DATE
/s/ John F. Donahue Chairman and
Trustee August 21, 1992
John F. Donahue (Chief Executive Officer)
/s/ E. C. Gonzales Vice
President and Treasurer August 21, 1992
Edward C. Gonzales (Principal Financial and
Accounting Officer) and Trustee
/s/ William J. Copeland Trustee
August 21, 1992
William J. Copeland
/s/ James E. Dowd Trustee August 21, 1992
James E. Dowd
/s/ Lawrence D. Ellis, M.D. Trustee
August 21, 1992
Lawrence D. Ellis, M.D.
/s/ Edward L. Flaherty, Jr. Trustee
August 21, 1992
Edward L. Flaherty, Jr.
SIGNATURES TITLE DATE
/s/ Gregor F. Meyer Trustee August 21, 1992
Gregor F. Meyer
/s/ Wesley W. Posvar Trustee August 21, 1992
Wesley W. Posvar
/s/ Marjorie P. Smuts Trustee August
21, 1992
Marjorie P. Smuts
/s/ Peter E. Madden Trustee August 21, 1992
Peter E. Madden
/s/ John T. Conroy, Jr. Trustee August
21, 1992
John T. Conroy, Jr.
Sworn to and subscribed before me this _21st day of __August _____,
1992.
(SEAL)
/s/ Elaine J. Ryan ____________________________________________
Notary Public
Notarial Seal
Elaine J. Ryan, Notary Public
Pittsburgh, Allegheny County
My Commission Expires April 13, 1996
Member, Pennsylvania Association of
Notaries
Exhibit 1(ii) under Form N-1A
Exhibit 3(a) under Item 601/Reg. S-K
THE SHAWMUT FUNDS
Amendment No. 1
DECLARATION OF TRUST
Dated July 16, 1992
THIS Declaration of Trust is amended as follows:
Delete the caption relating to Section 2 of Article IV in the
Table of Contents and substitute in its place the following:
[Reserved]
Delete the second sentence of Section 1 of Article IV and
substitute in its place the following:
The Trustees who shall serve as the initial Trustees shall be John
F. Donahue, John T. Conroy, Jr., William J. Copeland, James E.
Dowd, Lawrence D. Ellis, M.D., Edward L. Flaherty, Jr., Edward C.
Gonzales, Peter E. Madden, Gregor F. Meyer, Wesley W. Posvar and
Marjorie P. Smuts.
Delete the text of Section 2 of Article IV and substitute in its
place the following:
[Reserved]
Delete the first and second sentences of Section 1 of Article VII
and substitute in its place the following:
Subject to a Majority Shareholder Vote by the relevant Series or
Class to the extent such vote is required by law, the Trustees may
in their discretion from time to time enter into an investment
advisory contract whereby the other party to such contract shall
undertake to furnish the Trustees investment advisory services for
such Series or Class upon such terms and conditions and for such
compensation as the Trustees may in their discretion determine.
Subject to a Majority Shareholder Vote by the relevant Series or
Class to the extent such vote is required by law, the investment
adviser may enter into a sub-investment advisory contract to
receive investment advice and/or statistical and factual
information from the sub-investment adviser for such Series or
Class upon such terms and conditions and for such compensation as
the Trustees, in their discretion, may agree.
Delete the first sentence of Section 1 of Article VIII and
substitute in its place the following:
Subject to the provisions set forth in Article III, Section 5(d),
the shareholders shall have power to vote, (i) for the election of
Trustees as provided in the 1940 Act; (ii) for the removal of
Trustees as provided in Article IV, Section 3(d); (iii) with
respect to any investment adviser or sub-investment adviser as
provided in Article VII, Section 1; (iv) with respect to the
amendment of this Declaration of Trust as provided in Article XII,
Section 7; (v) to the same extent as the shareholders of a
Massachusetts business corporation as to whether or not a court
action, proceeding or claim should be brought or maintained
derivatively or as a class action on behalf of the Trust or the
Shareholders; and (vi) with respect to such matters relating to
the Trust as may be required by law, by this Declaration of Trust,
or the By-Laws of the Trust or any regulation of the Trust or the
Commission or any State, or as the Trustees may consider
desirable.
Delete the first sentence of Section 2 of Article VIII and
substitute in its place the following:
Special meetings of the Shareholders shall be held at the
principal office of the Trust or such other place as the Trustees
may designate.
The undersigned Assistant Secretary of The Shawmut Funds hereby
certifies that the above stated Amendment is a true and correct
Amendment to the Declaration of Trust as adopted by the Trustees of the
Trust on the 16th day of October, 1992.
WITNESS the due execution hereof this 16th day of October, 1992.
/s/Robert C. Rosselot
Robert C. Rosselot
Assistant Secretary
THE SHAWMUT FUNDS
Amendment No. 2
DECLARATION OF TRUST
dated July 16, 1992
THIS Declaration of Trust is amended as follows:
Strike the first paragraph of Section 5 of Article III from the
Declaration of Trust and substitute in its place the following:
"Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in
Article XII, Section 8, inter alia, to establish and
designate any additional series or class or to modify the
rights and preferences of any existing Series or Class, the
series and classes of the Trust are established and
designated as:
Shawmut Connecticut Municipal Bond Fund
Shawmut Fixed Income Fund
Investment Shares
Trust Shares
Shawmut Growth and Income Equity Fund
Investment Shares
Trust Shares
Shawmut Growth Equity Fund
Investment Shares
Trust Shares
Shawmut Intermediate Government Income Fund
Investment Shares
Trust Shares
Shawmut Limited Term Income Fund
Investment Shares
Trust Shares
Shawmut Massachusetts Municipal Bond Fund
Shawmut Prime Money Market Fund
Investment Shares
Trust Shares
Shawmut Small Capitalization Equity Fund
Investment Shares
Trust Shares
The undersigned Assistant Secretary of The Shawmut Funds hereby
certifies that the above stated Amendment is a true and correct
Amendment to the Declaration of Trust, as adopted by the Board of
Trustees on the 3rd day of February, 1993.
WITNESS the due execution hereof this 3rd day of February, 1993.
/s/Robert C. Rosselot
Robert C. Rosselot
Assistant Secretary
THE SHAWMUT FUNDS
Amendment No. 3
DECLARATION OF TRUST
dated July 16, 1992
THIS Declaration of Trust is amended as follows:
Strike the first paragraph of Section 5 of Article III from the
Declaration of Trust and substitute in its place the following:
"Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in
Article XII, Section 8, inter alia, to establish and
designate any additional series or class or to modify the
rights and preferences of any existing Series or Class, the
series and classes of the Trust are established and
designated as:
Shawmut Connecticut Intermediate Municipal Bond Fund
Shawmut Fixed Income Fund
Investment Shares
Trust Shares
Shawmut Growth and Income Equity Fund
Investment Shares
Trust Shares
Shawmut Growth Equity Fund
Investment Shares
Trust Shares
Shawmut Intermediate Government Income Fund
Investment Shares
Trust Shares
Shawmut Limited Term Income Fund
Investment Shares
Trust Shares
Shawmut Massachusetts Intermediate Municipal Bond Fund
Shawmut Prime Money Market Fund
Investment Shares
Trust Shares
Shawmut Small Capitalization Equity Fund
Investment Shares
Trust Shares
The undersigned Assistant Secretary of The Shawmut Funds hereby certifies
that the above stated Amendment is a true and correct Amendment to the
Declaration of Trust, as adopted by the Board of Trustees on the 4th day of
February, 1993.
WITNESS the due execution hereof this 4th day of February, 1993.
/s/Robert C. Rosselot
Robert C. Rosselot
Assistant Secretary
THE SHAWMUT FUNDS
Amendment No. 4
DECLARATION OF TRUST
dated July 16, 1992
THIS Declaration of Trust is amended as follows:
Strike the first paragraph of Section 5 of Article III from the
Declaration of Trust and substitute in its place the following:
"Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in
Article XII, Section 8, inter alia, to establish and
designate any additional series or class or to modify the
rights and preferences of any existing Series or Class, the
series and classes of the Trust are established and
designated as:
Shawmut Connecticut Intermediate Municipal Income Fund
Shawmut Fixed Income Fund
Investment Shares
Trust Shares
Shawmut Growth and Income Equity Fund
Investment Shares
Trust Shares
Shawmut Growth Equity Fund
Investment Shares
Trust Shares
Shawmut Intermediate Government Income Fund
Investment Shares
Trust Shares
Shawmut Limited Term Income Fund
Investment Shares
Trust Shares
Shawmut Massachusetts Intermediate Municipal Income Fund
Shawmut Prime Money Market Fund
Investment Shares
Trust Shares
Shawmut Small Capitalization Equity Fund
Investment Shares
Trust Shares
The undersigned Assistant Secretary of The Shawmut Funds hereby
certifies that the above stated Amendment is a true and correct
Amendment to the Declaration of Trust, as adopted by the Board of
Trustees on the 10th day of February, 1993.
WITNESS the due execution hereof this 10th day of February, 1993.
/s/Robert C. Rosselot
Robert C. Rosselot
Assistant Secretary
THE SHAWMUT FUNDS
Amendment No. 5
DECLARATION OF TRUST
dated July 16, 1992
THIS Declaration of Trust is amended as follows:
Strike the first paragraph of Section 5 of Article III from the
Declaration of Trust and substitute in its place the following:
"Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in
Article XII, Section 8, inter alia, to establish and
designate any additional series or class or to modify the
rights and preferences of any existing Series or Class, the
series and classes of the Trust are established and
designated as:
Shawmut Connecticut Intermediate Municipal Income Fund
Shawmut Connecticut Municipal Money Market Fund
Shawmut Fixed Income Fund
Investment Shares
Trust Shares
Shawmut Growth and Income Equity Fund
Investment Shares
Trust Shares
Shawmut Growth Equity Fund
Investment Shares
Trust Shares
Shawmut Intermediate Government Income Fund
Investment Shares
Trust Shares
Shawmut Limited Term Income Fund
Investment Shares
Trust Shares
Shawmut Massachusetts Intermediate Municipal Income Fund
Shawmut Massachusetts Municipal Money Market Fund
Shawmut Prime Money Market Fund
Investment Shares
Trust Shares
Shawmut Small Capitalization Equity Fund
Investment Shares
Trust Shares
The undersigned Assistant Secretary of The Shawmut Funds hereby
certifies that the above stated Amendment is a true and correct
Amendment to the Declaration of Trust, as adopted by the Board of
Trustees on the 21st day of May, 1993.
WITNESS the due execution hereof this 21st day of May, 1993.
/s/Robert C. Rosselot
Robert C. Rosselot
Assistant Secretary
THE SHAWMUT FUNDS
Amendment No. 6
DECLARATION OF TRUST
dated July 16, 1992
THIS Declaration of Trust is amended as follows:
Strike the first paragraph of Section 5 of Article III from the
Declaration of Trust and substitute in its place the following:
"Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in
Article XII, Section 8, inter alia, to establish and
designate any additional series or class or to modify the
rights and preferences of any existing Series or Class, the
series and classes of the Trust are established and
designated as:
Shawmut Connecticut Intermediate Municipal Income Fund
Shawmut Connecticut Municipal Money Market Fund
Investment Shares
Trust Shares
Shawmut Fixed Income Fund
Investment Shares
Trust Shares
Shawmut Growth and Income Equity Fund
Investment Shares
Trust Shares
Shawmut Growth Equity Fund
Investment Shares
Trust Shares
Shawmut Intermediate Government Income Fund
Investment Shares
Trust Shares
Shawmut Limited Term Income Fund
Investment Shares
Trust Shares
Shawmut Massachusetts Intermediate Municipal Income Fund
Shawmut Massachusetts Municipal Money Market Fund
Shawmut Prime Money Market Fund
Investment Shares
Trust Shares
Shawmut Small Capitalization Equity Fund
Investment Shares
Trust Shares
The undersigned Assistant Secretary of The Shawmut Funds hereby
certifies that the above stated Amendment is a true and correct
Amendment to the Declaration of Trust, as adopted by the Board of
Trustees on the 26th day of August, 1993.
WITNESS the due execution hereof this 26th day of August, 1993.
/s/Robert C. Rosselot
Robert C. Rosselot
Assistant Secretary
Exhibit 1(iii) under Form N-1A
Exhibit 3(a) under Item 601/Reg. S-K
THE SHAWMUT FUNDS
Amendment No. 7
DECLARATION OF TRUST
dated July 16, 1992
THIS Declaration of Trust is amended as follows:
Strike the first paragraph of Section 5 of Article III from the
Declaration of Trust and substitute in its place the following:
"Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in
Article XII, Section 8, inter alia, to establish and
designate any additional series or class or to modify the
rights and preferences of any existing Series or Class, the
series and classes of the Trust are established and
designated as:
Shawmut Connecticut Intermediate Municipal Income
Fund
Shawmut Connecticut Municipal Money Market Fund
Investment Shares
Trust Shares
Shawmut Fixed Income Fund
Investment Shares
Trust Shares
Shawmut Growth and Income Equity Fund
Investment Shares
Trust Shares
Shawmut Growth Equity Fund
Investment Shares
Trust Shares
Shawmut Intermediate Government Income Fund
Investment Shares
Trust Shares
Shawmut Limited Term Income Fund
Investment Shares
Trust Shares
Shawmut Massachusetts Intermediate Municipal Income
Fund
Shawmut Massachusetts Municipal Money Market Fund
Shawmut Prime Money Market Fund
Investment Shares
Trust Shares
Shawmut Quantitative Equity Fund
Shawmut Small Capitalization Equity Fund
Investment Shares
Trust Shares
The undersigned Assistant Secretary of The Shawmut Funds hereby
certifies that the above stated Amendment is a true and correct
Amendment to the Declaration of Trust, as adopted by the Board of
Trustees on the ___ day of May, 1994.
WITNESS the due execution hereof this ____ day of May, 1994.
Robert C. Rosselot
Assistant Secretary
Exhibit 5(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INVESTMENT ADVISORY CONTRACT
This Investment Advisory Contract is made as of this 25th day of
November, 1992, between The Shawmut Funds, a Massachusetts business
trust (the "Trust"), and SHAWMUT BANK, N.A. (the "Adviser").
WHEREAS, the Trust is a Massachusetts business trust, consisting
of one or more series ("Portfolios"), which operates as an open-end
management investment company and will so register under the Investment
Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Adviser is engaged in the business of rendering
investment advisory and management services;
WHEREAS, the Trust desires to retain the Adviser as investment
adviser to those of its Portfolios which are identified in an exhibit
hereto, and the Adviser is willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth herein, the parties hereto agree as follows:
1. Appointment of Adviser; Services and Duties.
(a) The Trust hereby appoints the Adviser as investment
adviser for each of the Portfolios of the Trust which executes an
exhibit to this Contract, and the Adviser accepts the appointments.
Subject to the direction of the Trustees of the Trust, the Adviser shall
provide, including through the use of external sources, investment
research and supervision of the investments of such Portfolios and
conduct a continuous program of investment evaluation and of investment,
sale or other disposition and reinvestment of the Portfolios' assets.
(b) The Adviser shall direct the investments of each such
Portfolio subject to and in accordance with the Portfolio's investment
objective, policies, limitations and other provisions contained in the
Portfolio's prospectus and statement of additional information, as
amended from time to time, the Trust's Declaration of Trust and By-Laws,
and any other directions and policies which the Trustees of the Trust
may issue to the Adviser from time to time.
(c) The Adviser shall provide to Federated Administrative
Services ("FAS"), or arrange for the provision of, such information
regarding portfolio transactions as FAS reasonably requests that is
necessary to enable FAS to monitor the sale of Trust shares and ensure
Trust shares are properly and duly registered with applicable state
securities authorities.
2. Execution and Allocation of Brokerage.
(a) The Adviser, subject to the control and direction of
the Trustees, shall have authority and discretion to select brokers and
dealers to execute portfolio transaction for each Portfolio, and to
select the markets on or in which the transactions will be executed. In
acting pursuant to this paragraph 2, the Adviser will place orders
through such brokers or dealers in conformity with the policies with
respect to portfolio transactions set forth in the applicable
Portfolio's statement of additional information. It is understood that
neither the Trust nor the Adviser has adopted at the time of this
contract a predetermined formula for allocation of each Portfolio's
brokerage. It is understood that the Adviser may, to the extent
permitted by applicable laws and regulations, aggregate securities to be
sold or purchased for a Portfolio and for other clients in order to
obtain the most favorable price and efficient execution. In that event,
allocation of the securities purchased or sold, as well as expenses
incurred in the transaction, will be made by the Adviser in the manner
it considers to be the most equitable and consistent with its
obligations to the Trust and to its other clients. The Adviser shall
provide such reports as the Trustees may reasonably request with respect
to each Portfolio's total brokerage and portfolio transaction activities
and the manner in which that business was allocated.
(b) The Adviser agrees that in placing orders with brokers
and dealers, it will attempt to obtain the best net results in terms of
price and execution; provided that, on behalf of any Portfolio, the
Adviser may, in its discretion, purchase and sell portfolio securities
to and from brokers and dealers who provide research, analysis, advice
and similar services, and the Adviser may pay to those brokers and
dealers, in return for research and analysis, a higher commission or
spread than may be charged by other brokers and dealers, subject to the
Adviser determining in good faith that such commission or spread is
reasonable in terms either of the particular transaction or of the
overall responsibility of the Adviser to such Portfolio and its other
clients and that the total commissions or spreads paid by such Portfolio
will be reasonable in relation to the benefits to the Portfolio over the
long term. In no instance will portfolio securities be purchased from
or sold to the Adviser, or any affiliated person thereof, except in
accordance with the federal securities laws and the rules, regulations
and orders thereunder.
(c) The Trust hereby authorizes the Adviser and any entity or
person associated with the Adviser which is a member of a national
securities exchange to effect any transaction on such exchange for the
account of any Portfolio, which transaction is permitted by Section
11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T)
thereunder, and the Trust hereby consents to the retention of
compensation by the Adviser or any person or entity associated with the
Adviser for such transactions in accordance with Rule
11a2-2(T)(a)(2)(iv). To the extent permitted by a Portfolio's
investment policies, the Adviser may also effect transactions in
securities that are not traded on a national securities exchange.
3. Records. The Adviser shall create and maintain all
necessary books and records in accordance with all applicable laws,
rules and regulations, including but not limited to records required by
Section 31(a) of the 1940 Act and the rules thereunder, as the same may
be amended from time to time, pertaining to the investment advisory
services performed by it and not otherwise created and maintained by
another party pursuant to contract with the Trust. Where applicable,
such records shall be maintained by the Adviser for the periods and in
the places required by Rule 31a-2 under the 1940 Act. The books and
records pertaining to the Trust which are in the possession of the
Adviser shall be the property of the Trust. The Trust, or the Trust's
authorized representatives, shall have access to such books and records
at all times during the Adviser's normal business hours. Upon the
reasonable request of the Trust, copies of any such books and records
shall be provided promptly by the Adviser to the Trust or the Trust's
authorized representatives.
4. Activities and Affiliates of the Adviser.
(a) The services furnished by the Adviser hereunder to the
Trust are not to be deemed exclusive, the Adviser being free to render
services to others and engage in other activities, provided, however,
that such other services and activities do not, during the term of this
Agreement, interfere, in a material manner, with the Adviser's ability
to meet all of its obligations with respect to rendering services to the
Trust hereunder.
(b) The Trust acknowledges that the Adviser or one or more
of its affiliated persons may have investment responsibilities or render
investment advice to or perform other investment advisory services for
other individuals or entities and that the Adviser, its affiliated
persons or any of its or their directors, officers, agents or employees
may buy, sell or trade in securities for its or their respective
accounts ("Affiliated Accounts"). Subject to the provisions of
paragraph 2, the Trust agrees that the Adviser or its affiliated persons
may give advice or exercise investment responsibility and take such
other action with respect to Affiliated Accounts which may differ from
the advice given or the timing or nature of action with respect to a
Portfolio of the Trust, provided that the Adviser acts in good faith.
The Trust acknowledges that one or more of the Affiliated Accounts may
at any time hold, acquire, increase, decrease, dispose of or otherwise
deal with positions in investments in which a Portfolio may have an
interest. The Adviser shall have no obligation to recommend for a
Portfolio a position in any investment which an Affiliated Account may
acquire, and the Trust shall have no first refusal, co-investment or
other rights in respect of any such investment, either for its
Portfolios or otherwise.
(c) Subject to and in accordance with the Trust's
Declaration of Trust and By-Laws, as currently in effect and as amended
from time to time, the 1940 Act and the rules thereunder, and the
Banking Act of 1933, it is understood that Trustees, officers, agents
and shareholders of the Trust are or may be interested in the Adviser or
its affiliated persons as directors, officers, agents or shareholders of
the Adviser or its affiliated persons; that directors, officers, agents
and shareholders of the Adviser or its affiliated persons are or may be
interested in the Trust as trustees, officers, agents, shareholders or
otherwise; that the Adviser or its affiliated persons may be interested
in the Trust as shareholders or otherwise; and that the effect of any
such interests shall be governed by said Declaration of Trust, By-Laws,
the 1940 Act and the rules thereunder, and the Banking Act of 1933.
5. Expenses. The Adviser shall be responsible for expenses
incurred in providing office space, equipment and personnel as may be
necessary or convenient to provide investment advisory services to the
Trust. Each Portfolio shall pay or cause to be paid all of its own
expenses and its allocable share of Trust expenses, including, without
limitation, the expenses of organizing the Trust and continuing its
existence; fees and expenses of Trustees and officers of the Trust; fees
for administrative services; fees and expenses of preparing and printing
its Registration Statements under the Securities Act of 1933 and the
1940 Act and any amendments thereto; expenses of registering and
qualifying the Trust, the Portfolios, and shares ("Shares") of the
Portfolios under federal and state laws and regulations; expenses of
preparing, printing, and distributing prospectuses (and any amendments
thereto) to existing shareholders; interest expense, taxes, fees, and
commissions of every kind; expenses of issue (including cost of Share
certificates), purchase, repurchase, and redemption of Shares, including
expenses attributable to a program of periodic issue; charges and
expenses of custodians, transfer agents, dividend disbursing agents,
shareholder servicing agents, and registrars; printing and mailing
costs, auditing, accounting, and legal expenses; reports to shareholders
and governmental officers and commissions; expenses of meetings of
Trustees and shareholders and proxy solicitations therefor; insurance
expenses; association membership dues and such nonrecurring items as may
arise, including all losses and liabilities incurred in administering
the Trust and the Portfolios. Each Portfolio will also pay its
allocable share of such extraordinary expenses as may arise including
expenses incurred in connection with litigation, proceedings, and claims
and the legal obligations of the Trust to indemnify its officers and
Trustees and agents with respect thereto.
6. Compensation.
(a) The Trust shall pay to the Adviser, for all services
rendered to each Portfolio by the Adviser hereunder, the fees set forth
in the exhibits attached hereto. If applicable, for purposes of
calculating such fees, the value of each Portfolio's net assets shall be
determined pursuant to the applicable provisions of the Portfolio's
prospectus and statement of additional information, the Trust's
Declaration of Trust and By-laws and the 1940 Act.
(b) The Adviser agrees to reimburse the Trust or to waive
all or part of its advisory fee, with the same frequency with which the
advisory fee is paid to the Adviser, to the extent the annual operating
expenses of any Portfolio or class thereof exceeds the highest
applicable expense limitation established pursuant to the statutes or
regulations of any jurisdiction in which the Shares of the Portfolios
are qualified or registered for offer and sale.
(c) The Adviser may from time to time and for such periods
as it deems appropriate reduce its compensation from a Portfolio (and,
if appropriate, assume expenses of one or more of the Portfolios or
classes thereof) to the extent the expenses of any Portfolio or a class
thereof exceed such lower expense limitation as the Adviser may, by
notice to the Portfolio, voluntarily declare to be effective.
7. Effective Date; Term. This Contract shall begin for each
Portfolio as of the date of execution of the applicable exhibit and
shall continue in effect with respect to each Portfolio initially set
forth on an exhibit (and any subsequent Portfolios added pursuant to an
exhibit during the initial term of this contract) for two years from the
date of this contract set forth above, provided that this Contract has
first been approved by a vote of a majority of (a) those Trustees who
are not parties to this Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on
such approval and (b) the Portfolio's outstanding voting securities.
Thereafter, this Contract shall continue for successive periods of one
year, subject to the provisions for termination and all of the other
terms and conditions hereof, but only so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of
the Trustees who are not parties to this Contract or interested persons
of any such party, cast in person at a meeting called for the purpose of
voting on such approval and (b) by the Board of Trustees or with respect
to any given Portfolio by vote of a majority of the outstanding voting
securities. If a Portfolio is added after the first approval by the
Trustees as described above, this Contract will be effective as to that
Portfolio upon execution of the applicable exhibit and will continue in
effect until the next annual approval of this Contract by the Trustees
and thereafter for successive periods of one year, subject to approval
as described above.
8. Termination. Notwithstanding any provision in this
Contract, it may be terminated at any time with respect to any
Portfolio, without the payment of any penalty, by the Trustees of the
Trust or by a vote of the majority of the outstanding voting securities
of that Portfolio on sixty (60) days' written notice to the Adviser, or
by the Adviser on sixty (60) days' written notice to the Trust.
Termination of this Contract with respect to any given Portfolio shall
in no way affect the continued validity of this Contract or the
performance thereunder with respect to any other Portfolio. This
Contract will terminate automatically in the event of its assignment.
9. Assignment. This Contract may not be assigned by the
Adviser and shall automatically terminate in the event of any
assignment. The Adviser shall notify the Trust in writing in advance of
any proposed change of control of the Adviser to enable the Trust to
take the steps necessary to enter into a new advisory contract.
10. Liabilities of the Adviser.
(a) Except as provided below, in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
obligations or duties under this Contract on the part of the Adviser,
the Adviser shall not be liable to the Trust or to any of the Portfolios
or to any shareholder for any act or omission in the course of or
connected in any way with rendering services or for any losses that may
be sustained in the purchase, holding, or sale of any security or the
making of any investment for or on behalf of the Trust.
(b) No provision of this Contract shall be construed to
protect any Trustee or officer of the Trust, or the Adviser, from
liability in violation of Sections 17(h), 17(i) or 36(b) of the 1940
Act.
11. Amendment. This Contract may be amended at any time by
agreement of the parties provided that the amendment shall be approved
both by the vote of a majority of the Trustees of the Trust, including a
majority of the Trustees who are not parties to this Contract or
interested persons of any such party to this Contract (other than as
Trustees of the Trust) cast in person at a meeting called for that
purpose, and, where required by the 1940 Act, on behalf of a Portfolio
by a majority of the outstanding voting securities of such Portfolio.
12. Limitation of Liability. The Adviser is expressly put on
notice of the limitation of liability as set forth in the Trust's
Declaration of Trust and agrees that the obligations assumed by the
Trust or any Portfolio pursuant to this Agreement shall be limited in
any case to the Trust and its assets and that the Adviser shall not seek
satisfaction of any such obligations from the Shareholders of the Trust,
the Trustees, officers, employees or agents of the Trust, or any of
them.
13. Definitions. As used in this Contract, the terms
"affiliated person," "assignment," "control," "interested person" and
"vote of a majority of the outstanding voting securities" shall have the
meanings set forth in the 1940 Act and the rules and regulations
thereunder, subject to any applicable orders of exemption issued by the
Securities and Exchange Commission.
14. Governing law. This Contract shall be construed in
accordance with and governed by the laws of the Commonwealth of
Massachusetts, provided, however, that nothing herein shall be construed
in a manner inconsistent with the 1940 Act or any rule or regulation
promulgated by the Securities and Exchange Commission thereunder.
EXHIBIT A
to the
Investment Advisory Contract
For all services rendered by the Adviser hereunder, the
above-named Portfolio(s) of the Trust shall pay to the Adviser and the
Adviser agrees to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to the average daily
net assets of the Portfolio(s), as designated below:
Portfolio Fee
Shawmut Prime Money Market Fund 0.50% of average daily net assets
Shawmut Limited Term Income Fund 0.80% of average daily net assets
Shawmut Intermediate Government
Income Fund 0.80% of average daily net assets
Shawmut Fixed Income Fund 0.80% of average daily net assets
Shawmut Growth and Income
Equity Fund 1.00% of average daily net assets
Shawmut Growth Equity Fund 1.00% of average daily net assets
Shawmut Small Capitalization
Equity Fund 1.00% of average daily net assets
The portion of the fees based upon the average daily net assets of
the Portfolio(s) shall be accrued daily. The advisory fee so accrued
shall be paid to the Adviser daily.
Witness the due execution hereof this 25th day of November, 1992.
Attest: Shawmut Bank, N.A.
/a/Maureen P. O'Malley By: /s/Rudolph Abel, Jr.
Secretary
Sr. Vice President
Attest: The Shawmut Funds
/s/John W. McGonigle By: /s/Edward C. Gonzales
Secretary
President
EXHIBIT B
to the
Investment Advisory Contract
Shawmut Connecticut Intermediate Municipal Income Fund
For all services rendered by the Adviser hereunder, the
above-named Portfolio(s) of the Trust shall pay to the Adviser and the
Adviser agrees to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to the average daily
net assets of the Portfolio(s), as designated below:
Portfolio Fee
Shawmut Connecticut Intermediate
Municipal Income Fund 0.70% of average daily net
assets
The portion of the fees based upon the average daily net assets of
the Portfolio(s) shall be accrued daily. The advisory fee so accrued
shall be paid to the Adviser daily.
Witness the due execution hereof this 1st day of March, 1993.
Attest: Shawmut Bank, N.A.
/a/Maureen P. O'Malley By: /s/Rudolph Abel, Jr.
Secretary
Sr. Vice President
Attest: The Shawmut Funds
/s/John W. McGonigle By: /s/Edward C. Gonzales
Secretary
President
EXHIBIT C
to the
Investment Advisory Contract
Shawmut Massachusetts Intermediate Municipal Income Fund
For all services rendered by the Adviser hereunder, the
above-named Portfolio(s) of the Trust shall pay to the Adviser and the
Adviser agrees to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to the average daily
net assets of the Portfolio(s), as designated below:
Portfolio Fee
Shawmut Massachusetts Intermediate
Municipal Income Fund 0.70% of average daily net
assets
The portion of the fees based upon the average daily net assets of
the Portfolio(s) shall be accrued daily. The advisory fee so accrued
shall be paid to the Adviser daily.
Witness the due execution hereof this 1st day of March, 1993.
Attest: Shawmut Bank, N.A.
/a/Maureen P. O'Malley By: /s/Rudolph Abel, Jr.
Secretary
Sr. Vice President
Attest: The Shawmut Funds
/s/John W. McGonigle By: /s/Edward C. Gonzales
Secretary
President
EXHIBIT D
to the
Investment Advisory Contract
Shawmut Connecticut Municipal Money Market Fund
For all services rendered by the Adviser hereunder, the
above-named Portfolio(s) of the Trust shall pay to the Adviser and the
Adviser agrees to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to the average daily
net assets of the Portfolio(s), as designated below:
Portfolio Fee
Shawmut Connecticut Municipal
Money Market Fund 0.50% of average daily net
assets
The portion of the fees based upon the average daily net assets of
the Portfolio(s) shall be accrued daily. The advisory fee so accrued
shall be paid to the Adviser daily.
Witness the due execution hereof this 1st day of June, 1993.
Attest: Shawmut Bank, N.A.
/a/Maureen P. O'Malley By: /s/Rudolph Abel, Jr.
Secretary
Sr. Vice President
Attest: The Shawmut Funds
/s/John W. McGonigle By: /s/Edward C. Gonzales
Secretary
President
EXHIBIT E
to the
Investment Advisory Contract
Shawmut Massachusetts Municipal Money Market Fund
For all services rendered by the Adviser hereunder, the
above-named Portfolio(s) of the Trust shall pay to the Adviser and the
Adviser agrees to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to the average daily
net assets of the Portfolio(s), as designated below:
Portfolio Fee
Shawmut Massachusetts Municipal
Money Market Fund 0.50% of average daily net
assets
The portion of the fees based upon the average daily net assets of
the Portfolio(s) shall be accrued daily. The advisory fee so accrued
shall be paid to the Adviser daily.
Witness the due execution hereof this 1st day of June, 1993.
Attest: Shawmut Bank, N.A.
/a/Maureen P. O'Malley By: /s/Rudolph Abel, Jr.
Secretary
Sr. Vice President
Attest: The Shawmut Funds
/s/John W. McGonigle By: /s/Edward C. Gonzales
Secretary
President
Exhibit 5(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXHIBIT F
to the
Investment Advisory Contract
Shawmut Quantitative Equity Fund
For all services rendered by the Adviser hereunder, the
above-named Portfolio(s) of the Trust shall pay to the Adviser and the
Adviser agrees to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to the average daily
net assets of the Portfolio(s), as designated below:
Portfolio Fee
Shawmut Quantitative Equity Fund 1.00% of average daily net
assets
The portion of the fees based upon the average daily net assets of
the Portfolio(s) shall be accrued daily. The advisory fee so accrued
shall be paid to the Adviser daily.
Witness the due execution hereof this ____day of _____, 1994.
Attest: Shawmut Bank, N.A.
By:
Secretary
Sr. Vice President
Attest: The Shawmut Funds
By:
Secretary
President
Exhibit 5(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
THE SHAWMUT FUNDS
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between SHAWMUT BANK, N.A., a national
banking association (hereinafter referred to as the "Adviser"), and
MARQUE MILLENNIUM GROUP LIMITED, located in New York, New York
(hereinafter referred to as the "Sub-Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound hereby agree
as follows:
1. The Sub-Adviser hereby agrees to furnish to the Adviser in its
capacity as investment adviser to SHAWMUT QUANTITATIVE EQUITY FUND (the
"Fund"), a portfolio of The Shawmut Funds (the "Trust"), such investment
advice, statistical and other factual information, as may from time to
time be reasonably requested by the Adviser for the Fund which may be
offered in one or more classes of shares (the "Classes").
2. For its services under this Agreement, the Sub-Adviser shall
receive from the Adviser an annual fee (the "Sub-Advisory Fee"), as set
forth in Exhibit A hereto. In the event that the fee due from the Trust
to the Adviser on behalf of the Fund is reduced in order to meet expense
limitations imposed on the Fund by state securities laws or regulations,
the Sub-Advisory Fee shall be reduced by one-half of said reduction in
the fee due from the Trust to the Adviser on behalf of the Fund.
Notwithstanding any other provision of this Agreement, the
Sub-Adviser may from time to time and for such periods as it deems
appropriate, reduce its compensation (and, if appropriate, assume
expenses of the Fund or a Class of the Fund) to the extent that the
Fund's expenses exceed such lower expense limitation as the Sub-Adviser
may, by notice to the Trust on behalf of the Fund, voluntarily declare
to be effective.
3. This Agreement shall begin for the Fund on the date that the
parties execute Exhibit A to this Agreement. This Agreement shall
continue in effect for the Fund for two years from the date of its
execution and from year to year thereafter, subject to the provisions
for termination and all of the other terms and conditions hereof if: (a)
the continuation of the Adviser's agreement with the Trust shall be
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust, including a majority of the Trustees who are not
parties to such advisory contract, or interested persons of any such
party (other than as Trustees of the Trust) cast in person at a meeting
called for that purpose; and (b) the Adviser shall not have notified the
Trust in writing at least sixty (60) days prior to the anniversary date
of this Agreement in any year thereafter that it does not desire to
continue to serve as the Adviser.
4. Notwithstanding any provision in this Agreement, it may be
terminated at any time without the payment of any penalty: (a) by
action of the Trustees of the Trust or by a vote of a majority of the
outstanding voting securities (as defined in Section 2(a)(42) of the
Investment Company Act of 1940, as amended) of the Fund, as a result of
sixty (60) days' written notice to the Adviser; or (b) by the
Sub-Adviser or the Adviser upon 120 days' written notice to the other
party to the Agreement.
5. This Agreement shall automatically terminate: (a) in the
event of its assignment (as defined in the Investment Company Act of
1940, as amended); or (b) in the event of termination of the investment
advisory contract by and between the Adviser and the Trust for any
reason whatsoever.
6. So long as both the Adviser and the Sub-Adviser shall be
legally qualified to act as an investment adviser to the Fund, neither
the Adviser nor the Sub-Adviser shall act as an investment adviser (as
such term is defined in the Investment Company Act of 1940, as amended)
to the Fund except as provided herein and in the investment advisory
contract by and between the Adviser and the Trust, or in such other
manner as may be expressly agreed between the Adviser and the
Sub-Adviser; provided, however, that if the Adviser or the Sub-Adviser
shall resign prior to the end of any term of this Agreement or for any
reason be unable or unwilling to serve for a successive term pursuant to
the provisions of Paragraph 3 of this Agreement or Paragraph 6 of the
investment advisory contract by and between the Adviser and the Trust,
as the case may be, the remaining party, the Sub-Adviser or the Adviser,
as the case may be, shall not be prohibited from serving as an
investment adviser to the Fund by reason of the provisions of this
Paragraph 6.
7. This Agreement may be amended from time to time by agreement
of the parties hereto, provided that such amendment shall be approved
both by the vote of a majority of Trustees of the Trust, including a
majority of Trustees who are not parties to this Agreement or interested
persons, as defined in Section 2(a)(19) of the Investment Company Act of
1940, as amended, of any such party, at a meeting called for that
purpose, and by the holders of a majority of the outstanding voting
securities (as defined in Section 2(a)(42) of the Investment Company Act
of 1940) of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed on their behalf by their duly authorized officers, and
their corporate seals to be affixed hereto this ______ day of
__________, 1994.
ATTEST: SHAWMUT BANK, N.A.
By:
Secretary Title:
ATTEST: MARQUE MILLENNIUM GROUP LIMITED
By:
Secretary Title:
Exhibit A
THE SHAWMUT FUNDS
SHAWMUT QUANTITATIVE EQUITY FUND
Sub-Advisory Contract
For all services rendered by the Sub-Adviser pursuant to the
Sub-Advisory Agreement, Adviser shall pay to the Sub-Adviser a
Sub-Advisory Fee equal to one-half of the total investment advisory fee
collected by the Adviser from the above-mentioned portfolio. The
Sub-Advisory Fee shall be accrued and paid daily.
This Exhibit duly incorporates by reference the Sub-Advisory
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Exhibit to
be executed on their behalf by their duly authorized officers, and their
corporate seals to be affixed hereto this ____ day of ______, 1994.
ATTEST: SHAWMUT BANK, N.A.
By:
Secretary Title:
ATTEST: MARQUE MILLENNIUM GROUP LIMITED
By:
Secretary Title:
Exhibit 6(i) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
DISTRIBUTION AGREEMENT
This Distribution Agreement is made as of this 25th day of
November, 1992, between The Shawmut Funds, a Massachusetts business
trust, (herein called the "Trust") and FEDERATED SECURITIES CORP.,
Pennsylvania corporation (herein called "FSC").
In consideration of the mutual covenants hereinafter contained, it
is hereby agreed by and between the parties hereto as follows:
1. The Trust hereby appoints FSC as its agent to sell and
distribute shares of the Trust which may be offered in one or more
series (the "Portfolios") or classes (the "Classes") of shares (the
"Shares") as described and set forth on one or more exhibits to this
Agreement, at the current public offering price thereof as described and
set forth in the current prospectus and statement of additional
information ("Prospectus") of the applicable Portfolio. FSC hereby
accepts such appointment and agrees to provide such other services for
the Trust, if any, and accept such compensation from the Trust, if any,
as set forth in the applicable exhibit to this Agreement. FSC shall
have the right to sell such Shares as are authorized for issue and
registered under the Securities Act of 1933, as amended ("1933 Act") and
applicable state securities laws. The rights granted to FSC shall be
nonexclusive in that the Trust reserves the right to sell its shares to
investors on applications received and accepted by the Trust. Further,
the Trust reserves the right to issue shares in connection with (a) the
merger or consolidation, or acquisition by the Trust through purchase or
otherwise, with any other investment company, trust or personal holding
company and (b) a pro rata distribution directly to the holders of
shares in the nature of a stock dividend or split-up.
2. The sale of any Shares may be suspended without prior notice
whenever in the judgment of the Trust it is in its best interest to do
so. In the event the sale of any Shares is suspended, no further orders
for Shares shall be processed by FSC except such unconditional orders
placed with FSC before it had knowledge of the suspension. In addition,
the Trust and FSC reserve the right to reject any purchase order.
3. In consideration of these rights granted to FSC, FSC agrees
to use all reasonable efforts, consistent with its other business, to
secure purchasers for Shares. This shall not prevent FSC from entering
into like arrangements with other issuers. FSC agrees to use all
reasonable efforts to ensure that taxpayer identification numbers
provided for record shareholders of the Trust are correct.
4. Neither FSC nor any other person is authorized by the Trust
to give any information or to make any representation relative to any
Shares other than those contained in the Registration Statement,
Prospectuses filed with the Securities and Exchange Commission, as the
same may be amended from time to time, or in any supplemental
information to said Prospectuses approved by the Trust. FSC agrees that
any other information or representations other than those specified
above which it or any broker or other person who purchases Shares
through FSC may make in connection with the offer or sale of Shares,
shall be made entirely without liability on the part of the Trust. No
person, other than FSC, is authorized to act as agent for the Trust for
any purpose. FSC agrees that in offering or selling Shares as agent of
the Trust, it will, in all respects, duly conform to all applicable
state and federal laws and the rules and regulations of the National
Association of Securities Dealers, Inc., including its Rules of Fair
Practice and any applicable filing and approval requirements for sales
literature. FSC will submit to the Trust, with a copy to its counsel,
copies of all sales literature before using the same and will not use
such sales literature if disapproved by the Trust or the appropriate
regulatory authorities, if applicable.
5. (a) The Trust shall pay all fees and expenses in
connection with the preparation, setting in type and filing of any
Registration Statement, Prospectus under the 1933 Act and any amendments
thereto for the issue of its shares, in connection with the
registration and qualification of Shares for sale in the various states
in which the Board of Trustees of the Trust shall determine it advisable
to qualify such Shares for sales, registering the Trust or Portfolio as
a broker or dealer or any officer of the Trust as agent or salesperson
in any state, of preparing, setting in type, printing and mailing any
report or other communication to shareholders of the Trust in their
capacity as such, and of preparing, setting in type, printing and
mailing Prospectuses and any supplements thereto sent to existing
shareholders.
(b) FSC may in its sole discretion pay such expenses as it
deems reasonable for distribution including printing and distributing
Prospectuses and reports prepared for its use in connection with the
offering of the Shares for sale to the public, any other literature
used in connection with such offering, and advertising and marketing
materials in connection with such offering.
6. This Agreement is effective with respect to each Class as of
the date of execution of the applicable exhibit and shall continue in
effect with respect to each Class presently set forth on an exhibit and
any subsequent Classes added pursuant to an exhibit during the initial
term of this Agreement for one year from the date set forth above, and
thereafter for successive periods of one year if such continuance is
approved at least annually by the Trustees of the Trust including a
majority of the members of the Board of Trustees of the Trust who are
not interested persons of the Trust and have no direct or indirect
financial interest in the operation of any Distribution Plan relating to
the Trust or in any related documents to such Plan ("Disinterested
Trustees") cast in person at a meeting called for that purpose. If a
Class is added after the first annual approval by the Trustees as
described above, this Agreement will be effective as to that Class upon
execution of the applicable exhibit and will continue in effect until
the next annual approval of this Agreement by the Trustees and
thereafter for successive periods of one year, subject to approval as
described above.
7. This Agreement may be terminated with regard to a particular
Portfolio or Class at any time, without the payment of any penalty, by
the Trust by the vote of a majority of the Disinterested Trustees or by
a majority of the outstanding voting securities of the particular
Portfolio or Class on not more than sixty (60) days' written notice to
FSC. This Agreement may be terminated with regard to a particular
Portfolio or Class by FSC on sixty (60) days' written notice to the
Trust.
8. This Agreement may not be assigned by FSC and shall
automatically terminate in the event of an assignment by FSC as defined
in the Investment Company Act of 1940, as amended (the "1940 Act"),
provided, however, that FSC may employ such other person, persons,
corporation or corporations as it shall determine in order to assist it
in carrying out its duties under this Agreement; provided, however, that
FSC shall be fully responsible to the Trust for the acts and omissions
of any such person or corporation as it is for its own acts and
omissions.
9. This Agreement may be amended at any time by mutual
agreement in writing of all the parties hereto, provided that such
amendment is approved by (i) the Trustees of the Trust or by a majority
of the outstanding voting securities of the particular Class and (ii) by
a vote of a majority of the Disinterested Trustees, cast in person at a
meeting called for the purpose of voting on the amendment.
10. This Agreement shall be construed in accordance with and
governed by the laws of the State of Pennsylvania; provided, however,
that nothing herein shall be construed in a manner inconsistent with the
1940 Act or any rule or regulation promulgated by the Securities and
Exchange Commission thereunder.
11. (a) Subject to the conditions set forth below, the Trust
agrees to indemnify and hold harmless FSC and each person, if any, who
controls FSC within the meaning of Section 15 of the 1933 Act and
Section 20 of the Securities Exchange Act of 1934, as amended ("1934
Act"), against any and all loss, liability, claim, damage or expense
whatsoever (including the reasonable cost of investigating or defending
any alleged loss, liability, damages, claim or expense and reasonable
counsel fees incurred in connection therewith) arising by reason of any
person acquiring any Shares, based upon the 1933 Act or any other
statute or common law, alleging any wrongful act of the Trust or any of
its employees or representatives, or based upon any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement, Prospectuses, shareholder reports or other
information filed or made public by the Trust (as from time to time
amended and supplemented) or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make
the statements therein not misleading, unless such statement or omission
was made in reliance upon and in conformity with written information
furnished to the Trust by or on behalf of FSC or any person who controls
FSC within the meaning of Section 15 of the 1933 Act and Section 20 of
the 1934 Act expressly for use in the Registration Statement,
Prospectuses, shareholder reports or other information filed or made
public by the Trust or any amendment or supplement thereof.
If any action is brought against FSC or any controlling
person thereof with respect to which indemnity may be sought against the
Trust pursuant to the foregoing paragraph, FSC shall promptly notify the
Trust in writing of the institution of such action and, provided such
notice has been given, the Trust shall assume the defense of such
action, including the employment of counsel selected by the Trust and
payment of expenses. FSC or any such controlling person thereof shall
have the right to employ separate counsel in any such case, but the fees
and expenses of such counsel shall be at the expense of FSC or such
controlling person unless the employment of such counsel shall have been
authorized in writing by the Trust in connection with the defense of
such action or the Trust shall not have employed counsel to have charge
of the defense of such action, in any of which events such fees and
expenses shall be borne by the Trust. Anything in this paragraph to the
contrary notwithstanding, the Trust shall not be liable for any
settlement of any such claim or action effected without its written
consent. The Trust agrees promptly to notify FSC of the commencement of
any litigation or proceedings against the Trust or any of its officers
or Trustees or controlling persons in connection with the issuance or
sale of Shares or in connection with the Registration Statement,
Prospectuses, shareholder reports or other information filed or made
public by the Trust.
(b) FSC agrees to indemnify and hold harmless the Trust,
each of its Trustees, each of its officers and each other person, if
any, who controls the Trust within the meaning of Section 15 of the 1933
Act, against any loss, liability, damages, claim or expense (including
the reasonable cost of investigating or defending any alleged loss,
liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person
acquiring any Shares, based upon the 1933 Act or any other statute or
common law, alleging any wrongful act of FSC or any of its employees or
representatives, or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement,
Prospectuses, shareholder reports or other information filed or made
public by the Trust (as from time to time amended and supplemented) or
the omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein not
misleading, insofar as such statements or omissions were made in
reliance upon, and in conformity with, information furnished in writing
to the Trust by or on behalf of FSC or any person who controls FSC
within the meaning of Section 15 of the 1933 Act and Section 20 of the
1934 Act expressly for use in the Registration Statement, any
Prospectus, any shareholder report or other information filed or made
public by the Trust, or any amendment or supplement thereof, or arising
out of any information or representations other than those specified in
Section 3 of this Agreement by it or any broker or other person who
purchases Shares through FSC. In case any action shall be brought
against the Trust or any other person so indemnified based on the
foregoing as described in this subsection (b), and with respect to which
indemnity may be sought against FSC, FSC shall have the rights and
duties given to the Trust, and the Trust and each other person so
indemnified shall have the rights and duties given to FSC by the
provisions of subsection (a) above.
(c) Nothing herein contained shall be deemed to protect
any person against liability to the Trust or its shareholders to which
such person would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence by FSC in the performance of its duties or
by reason of the reckless disregard by FSC of its obligations and duties
under this Agreement.
12. FSC is expressly put on notice of the limitation of
liability as set forth in the Declaration of Trust and agrees that the
obligations assumed by the Trust pursuant to this Agreement shall be
limited in any case to the Trust and its assets and that FSC shall not
seek satisfaction of any such obligations from the shareholders of the
Trust, the Trustees, officers, employees or agents of the Trust, or any
of them.
13. FSC agrees to adopt compliance standards as to when each
Class of Shares may be sold to particular investors.
14. As used in this Agreement the terms "vote of a majority of
the outstanding voting securities" and "interested person" shall have
the respective meanings specified in the 1940 Act and the rules enacted
thereunder as now in effect or as hereafter amended.
EXHIBIT A
THE SHAWMUT FUNDS
Shawmut Prime Money Market Fund
Shawmut Limited Term Income Fund
Shawmut Intermediate Government Income Fund
Shawmut Fixed Income Fund
Shawmut Growth and Income Equity Fund
Shawmut Growth Equity Fund
Shawmut Small Capitalization Equity Fund
The following provisions are hereby incorporated and made part of
the Distribution Agreement dated the 25th day of November, 1992, between
The Shawmut Funds and Federated Securities Corp. with respect to the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Portfolios.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Portfolios
("Shares"), at the current offering price thereof as described and set
forth in the Prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In addition, FSC is
authorized to select a group of Administrators ("Administrators") to
render administrative support services to the Trust and its shareholders
of the above-listed Portfolios.
2. Administrative support services may include, but are not
limited to, the following functions: (1) account openings: the Broker or
Administrator communicates account openings via computer terminals
located on the Broker or Administrator's premises, through a toll-free
telephone number or otherwise; (2) account closings: the Broker or
Administrator similarly communicates account closings; (3) purchase
transactions: the Broker or Administrator similarly communicates
purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5)
transmittal of funds: the Broker or Administrator wires funds and
receives funds for Trust share purchases and redemptions; (6)
reconciliation activities: the Broker or Administrator confirms and
reconciles all transactions and reviews the activity in the Trust's
accounts; (7) training: the Broker or Administrator provides training
and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability
of its services and products; (11) design services: the Broker or
Administrator provides assistance in the design of materials to send to
customers and in the the development of methods of making such materials
accessible to customers; (12) consultation services: the Broker or
Administrator provides information about the product needs of customers;
and (13) information services: the Broker or Administrator responds to
customers' and potential customers' questions about the Trust.
3. During the term of this Agreement, the Trust may in its
discretion, but is not obligated to, pay FSC for services pursuant to
this Agreement, a monthly fee computed at an annual rate not to exceed
0.50% of the average aggregate net asset value of the Portfolios of the
Trust listed above, held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various
firms to provide certain of the services in Paragraph One herein. FSC,
in its sole discretion, may pay Brokers and Administrators a periodic
fee in respect of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon which such
fees will be paid shall be determined from time to time by FSC in its
sole discretion.
5. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts paid to the various firms and
the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November 25, 1992 between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this
Exhibit.
Witness the due execution hereof this 25th day of November, 1992.
THE SHAWMUT FUNDS
Attest: /s/Robert C. Rosselot By: /s/Edward C. Gonzales
Its: Assistant Secretary Its: President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Richard B. Fisher
Its: Secretary Its: President
EXHIBIT B
THE SHAWMUT FUNDS
Shawmut Prime Money Market Fund - Investment Shares
The following provisions are hereby incorporated and made part of
the Distribution Agreement dated the 25th day of November, 1992, between
The Shawmut Funds and Federated Securities Corp. with respect to the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Portfolios.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Portfolios
("Shares"), at the current offering price thereof as described and set
forth in the Prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In addition, FSC is
authorized to select a group of Administrators ("Administrators") to
render administrative support services to the Trust and its shareholders
of the above-listed Portfolios.
2. Administrative support services may include, but are not
limited to, the following functions: (1) account openings: the Broker or
Administrator communicates account openings via computer terminals
located on the Broker or Administrator's premises, through a toll-free
telephone number or otherwise; (2) account closings: the Broker or
Administrator similarly communicates account closings; (3) purchase
transactions: the Broker or Administrator similarly communicates
purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5)
transmittal of funds: the Broker or Administrator wires funds and
receives funds for Trust share purchases and redemptions; (6)
reconciliation activities: the Broker or Administrator confirms and
reconciles all transactions and reviews the activity in the Trust's
accounts; (7) training: the Broker or Administrator provides training
and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability
of its services and products; (11) design services: the Broker or
Administrator provides assistance in the design of materials to send to
customers and in the the development of methods of making such materials
accessible to customers; (12) consultation services: the Broker or
Administrator provides information about the product needs of customers;
and (13) information services: the Broker or Administrator responds to
customers' and potential customers' questions about the Trust.
3. During the term of this Agreement, the Trust may in its
discretion, but is not obligated to, pay FSC for services pursuant to
this Agreement, a monthly fee computed at an annual rate not to exceed
0.50% of the average aggregate net asset value of the Portfolios of the
Trust listed above, held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various
firms to provide certain of the services in Paragraph One herein. FSC,
in its sole discretion, may pay Brokers and Administrators a periodic
fee in respect of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon which such
fees will be paid shall be determined from time to time by FSC in its
sole discretion.
5. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts paid to the various firms and
the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November 25, 1992 between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this
Exhibit.
Witness the due execution hereof this 11th day of February, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
EXHIBIT C
THE SHAWMUT FUNDS
Shawmut Connecticut Intermediate Municipal Income Fund
The following provisions are hereby incorporated and made part of
the Distribution Agreement dated the 25th day of November, 1992, between
The Shawmut Funds and Federated Securities Corp. with respect to the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Portfolios.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Portfolios
("Shares"), at the current offering price thereof as described and set
forth in the Prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In addition, FSC is
authorized to select a group of Administrators ("Administrators") to
render administrative support services to the Trust and its shareholders
of the above-listed Portfolios.
2. Administrative support services may include, but are not
limited to, the following functions: (1) account openings: the Broker or
Administrator communicates account openings via computer terminals
located on the Broker or Administrator's premises, through a toll-free
telephone number or otherwise; (2) account closings: the Broker or
Administrator similarly communicates account closings; (3) purchase
transactions: the Broker or Administrator similarly communicates
purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5)
transmittal of funds: the Broker or Administrator wires funds and
receives funds for Trust share purchases and redemptions; (6)
reconciliation activities: the Broker or Administrator confirms and
reconciles all transactions and reviews the activity in the Trust's
accounts; (7) training: the Broker or Administrator provides training
and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability
of its services and products; (11) design services: the Broker or
Administrator provides assistance in the design of materials to send to
customers and in the the development of methods of making such materials
accessible to customers; (12) consultation services: the Broker or
Administrator provides information about the product needs of customers;
and (13) information services: the Broker or Administrator responds to
customers' and potential customers' questions about the Trust.
3. During the term of this Agreement, the Trust may in its
discretion, but is not obligated to, pay FSC for services pursuant to
this Agreement, a monthly fee computed at an annual rate not to exceed
0.50% of the average aggregate net asset value of the Portfolios of the
Trust listed above, held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various
firms to provide certain of the services in Paragraph One herein. FSC,
in its sole discretion, may pay Brokers and Administrators a periodic
fee in respect of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon which such
fees will be paid shall be determined from time to time by FSC in its
sole discretion.
5. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts paid to the various firms and
the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November 25, 1992 between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this
Exhibit.
Witness the due execution hereof this 1st day of March, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
EXHIBIT D
THE SHAWMUT FUNDS
Shawmut Massachusetts Intermediate Municipal Income Fund
The following provisions are hereby incorporated and made part of
the Distribution Agreement dated the 25th day of November, 1992, between
The Shawmut Funds and Federated Securities Corp. with respect to the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Portfolios.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Portfolios
("Shares"), at the current offering price thereof as described and set
forth in the Prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In addition, FSC is
authorized to select a group of Administrators ("Administrators") to
render administrative support services to the Trust and its shareholders
of the above-listed Portfolios.
2. Administrative support services may include, but are not
limited to, the following functions: (1) account openings: the Broker or
Administrator communicates account openings via computer terminals
located on the Broker or Administrator's premises, through a toll-free
telephone number or otherwise; (2) account closings: the Broker or
Administrator similarly communicates account closings; (3) purchase
transactions: the Broker or Administrator similarly communicates
purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5)
transmittal of funds: the Broker or Administrator wires funds and
receives funds for Trust share purchases and redemptions; (6)
reconciliation activities: the Broker or Administrator confirms and
reconciles all transactions and reviews the activity in the Trust's
accounts; (7) training: the Broker or Administrator provides training
and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability
of its services and products; (11) design services: the Broker or
Administrator provides assistance in the design of materials to send to
customers and in the the development of methods of making such materials
accessible to customers; (12) consultation services: the Broker or
Administrator provides information about the product needs of customers;
and (13) information services: the Broker or Administrator responds to
customers' and potential customers' questions about the Trust.
3. During the term of this Agreement, the Trust may in its
discretion, but is not obligated to, pay FSC for services pursuant to
this Agreement, a monthly fee computed at an annual rate not to exceed
0.50% of the average aggregate net asset value of the Portfolios of the
Trust listed above, held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various
firms to provide certain of the services in Paragraph One herein. FSC,
in its sole discretion, may pay Brokers and Administrators a periodic
fee in respect of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon which such
fees will be paid shall be determined from time to time by FSC in its
sole discretion.
5. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts paid to the various firms and
the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November 25, 1992 between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this
Exhibit.
Witness the due execution hereof this 1st day of March, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
EXHIBIT E
THE SHAWMUT FUNDS
Shawmut Limited Term Income Fund - Investment Shares
The following provisions are hereby incorporated and made part of
the Distribution Agreement dated the 25th day of November, 1992, between
The Shawmut Funds and Federated Securities Corp. with respect to the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Portfolios.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Portfolios
("Shares"), at the current offering price thereof as described and set
forth in the Prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In addition, FSC is
authorized to select a group of Administrators ("Administrators") to
render administrative support services to the Trust and its shareholders
of the above-listed Portfolios.
2. Administrative support services may include, but are not
limited to, the following functions: (1) account openings: the Broker or
Administrator communicates account openings via computer terminals
located on the Broker or Administrator's premises, through a toll-free
telephone number or otherwise; (2) account closings: the Broker or
Administrator similarly communicates account closings; (3) purchase
transactions: the Broker or Administrator similarly communicates
purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5)
transmittal of funds: the Broker or Administrator wires funds and
receives funds for Trust share purchases and redemptions; (6)
reconciliation activities: the Broker or Administrator confirms and
reconciles all transactions and reviews the activity in the Trust's
accounts; (7) training: the Broker or Administrator provides training
and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability
of its services and products; (11) design services: the Broker or
Administrator provides assistance in the design of materials to send to
customers and in the the development of methods of making such materials
accessible to customers; (12) consultation services: the Broker or
Administrator provides information about the product needs of customers;
and (13) information services: the Broker or Administrator responds to
customers' and potential customers' questions about the Trust.
3. During the term of this Agreement, the Trust may in its
discretion, but is not obligated to, pay FSC for services pursuant to
this Agreement, a monthly fee computed at an annual rate not to exceed
0.50% of the average aggregate net asset value of the Portfolios of the
Trust listed above, held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various
firms to provide certain of the services in Paragraph One herein. FSC,
in its sole discretion, may pay Brokers and Administrators a periodic
fee in respect of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon which such
fees will be paid shall be determined from time to time by FSC in its
sole discretion.
5. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts paid to the various firms and
the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November 25, 1992 between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this
Exhibit.
Witness the due execution hereof this 11th day of February, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
EXHIBIT F
THE SHAWMUT FUNDS
Shawmut Intermediate Government Income Fund - Investment Shares
The following provisions are hereby incorporated and made part of
the Distribution Agreement dated the 25th day of November, 1992, between
The Shawmut Funds and Federated Securities Corp. with respect to the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Portfolios.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Portfolios
("Shares"), at the current offering price thereof as described and set
forth in the Prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In addition, FSC is
authorized to select a group of Administrators ("Administrators") to
render administrative support services to the Trust and its shareholders
of the above-listed Portfolios.
2. Administrative support services may include, but are not
limited to, the following functions: (1) account openings: the Broker or
Administrator communicates account openings via computer terminals
located on the Broker or Administrator's premises, through a toll-free
telephone number or otherwise; (2) account closings: the Broker or
Administrator similarly communicates account closings; (3) purchase
transactions: the Broker or Administrator similarly communicates
purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5)
transmittal of funds: the Broker or Administrator wires funds and
receives funds for Trust share purchases and redemptions; (6)
reconciliation activities: the Broker or Administrator confirms and
reconciles all transactions and reviews the activity in the Trust's
accounts; (7) training: the Broker or Administrator provides training
and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability
of its services and products; (11) design services: the Broker or
Administrator provides assistance in the design of materials to send to
customers and in the the development of methods of making such materials
accessible to customers; (12) consultation services: the Broker or
Administrator provides information about the product needs of customers;
and (13) information services: the Broker or Administrator responds to
customers' and potential customers' questions about the Trust.
3. During the term of this Agreement, the Trust may in its
discretion, but is not obligated to, pay FSC for services pursuant to
this Agreement, a monthly fee computed at an annual rate not to exceed
0.50% of the average aggregate net asset value of the Portfolios of the
Trust listed above, held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various
firms to provide certain of the services in Paragraph One herein. FSC,
in its sole discretion, may pay Brokers and Administrators a periodic
fee in respect of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon which such
fees will be paid shall be determined from time to time by FSC in its
sole discretion.
5. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts paid to the various firms and
the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November 25, 1992 between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this
Exhibit.
Witness the due execution hereof this 11th day of February, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
EXHIBIT G
THE SHAWMUT FUNDS
Shawmut Fixed Income Fund - Investment Shares
The following provisions are hereby incorporated and made part of
the Distribution Agreement dated the 25th day of November, 1992, between
The Shawmut Funds and Federated Securities Corp. with respect to the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Portfolios.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Portfolios
("Shares"), at the current offering price thereof as described and set
forth in the Prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In addition, FSC is
authorized to select a group of Administrators ("Administrators") to
render administrative support services to the Trust and its shareholders
of the above-listed Portfolios.
2. Administrative support services may include, but are not
limited to, the following functions: (1) account openings: the Broker or
Administrator communicates account openings via computer terminals
located on the Broker or Administrator's premises, through a toll-free
telephone number or otherwise; (2) account closings: the Broker or
Administrator similarly communicates account closings; (3) purchase
transactions: the Broker or Administrator similarly communicates
purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5)
transmittal of funds: the Broker or Administrator wires funds and
receives funds for Trust share purchases and redemptions; (6)
reconciliation activities: the Broker or Administrator confirms and
reconciles all transactions and reviews the activity in the Trust's
accounts; (7) training: the Broker or Administrator provides training
and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability
of its services and products; (11) design services: the Broker or
Administrator provides assistance in the design of materials to send to
customers and in the the development of methods of making such materials
accessible to customers; (12) consultation services: the Broker or
Administrator provides information about the product needs of customers;
and (13) information services: the Broker or Administrator responds to
customers' and potential customers' questions about the Trust.
3. During the term of this Agreement, the Trust may in its
discretion, but is not obligated to, pay FSC for services pursuant to
this Agreement, a monthly fee computed at an annual rate not to exceed
0.50% of the average aggregate net asset value of the Portfolios of the
Trust listed above, held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC will enter into separate written agreements with
various firms to provide certain of the services in Paragraph One
herein. FSC, in its sole discretion, may pay Brokers and Administrators
a periodic fee in respect of Shares owned from time to time by their
clients or customers. The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time to time by
FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts paid to the various firms and
the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November 25, 1992 between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this
Exhibit.
Witness the due execution hereof this 11th day of February, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
EXHIBIT H
THE SHAWMUT FUNDS
Shawmut Growth and Income Equity Fund - Investment Shares
The following provisions are hereby incorporated and made part of
the Distribution Agreement dated the 25th day of November, 1992, between
The Shawmut Funds and Federated Securities Corp. with respect to the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Portfolios.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Portfolios
("Shares"), at the current offering price thereof as described and set
forth in the Prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In addition, FSC is
authorized to select a group of Administrators ("Administrators") to
render administrative support services to the Trust and its shareholders
of the above-listed Portfolios.
2. Administrative support services may include, but are not
limited to, the following functions: (1) account openings: the Broker or
Administrator communicates account openings via computer terminals
located on the Broker or Administrator's premises, through a toll-free
telephone number or otherwise; (2) account closings: the Broker or
Administrator similarly communicates account closings; (3) purchase
transactions: the Broker or Administrator similarly communicates
purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5)
transmittal of funds: the Broker or Administrator wires funds and
receives funds for Trust share purchases and redemptions; (6)
reconciliation activities: the Broker or Administrator confirms and
reconciles all transactions and reviews the activity in the Trust's
accounts; (7) training: the Broker or Administrator provides training
and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability
of its services and products; (11) design services: the Broker or
Administrator provides assistance in the design of materials to send to
customers and in the the development of methods of making such materials
accessible to customers; (12) consultation services: the Broker or
Administrator provides information about the product needs of customers;
and (13) information services: the Broker or Administrator responds to
customers' and potential customers' questions about the Trust.
3. During the term of this Agreement, the Trust may in its
discretion, but is not obligated to, pay FSC for services pursuant to
this Agreement, a monthly fee computed at an annual rate not to exceed
0.50% of the average aggregate net asset value of the Portfolios of the
Trust listed above, held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various
firms to provide certain of the services in Paragraph One herein. FSC,
in its sole discretion, may pay Brokers and Administrators a periodic
fee in respect of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon which such
fees will be paid shall be determined from time to time by FSC in its
sole discretion.
5. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts paid to the various firms and
the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November 25, 1992 between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this
Exhibit.
Witness the due execution hereof this 11th day of February, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
EXHIBIT I
THE SHAWMUT FUNDS
Shawmut Growth Equity Fund - Investment Shares
The following provisions are hereby incorporated and made part of
the Distribution Agreement dated the 25th day of November, 1992, between
The Shawmut Funds and Federated Securities Corp. with respect to the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Portfolios.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Portfolios
("Shares"), at the current offering price thereof as described and set
forth in the Prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In addition, FSC is
authorized to select a group of Administrators ("Administrators") to
render administrative support services to the Trust and its shareholders
of the above-listed Portfolios.
2. Administrative support services may include, but are not
limited to, the following functions: (1) account openings: the Broker or
Administrator communicates account openings via computer terminals
located on the Broker or Administrator's premises, through a toll-free
telephone number or otherwise; (2) account closings: the Broker or
Administrator similarly communicates account closings; (3) purchase
transactions: the Broker or Administrator similarly communicates
purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5)
transmittal of funds: the Broker or Administrator wires funds and
receives funds for Trust share purchases and redemptions; (6)
reconciliation activities: the Broker or Administrator confirms and
reconciles all transactions and reviews the activity in the Trust's
accounts; (7) training: the Broker or Administrator provides training
and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability
of its services and products; (11) design services: the Broker or
Administrator provides assistance in the design of materials to send to
customers and in the the development of methods of making such materials
accessible to customers; (12) consultation services: the Broker or
Administrator provides information about the product needs of customers;
and (13) information services: the Broker or Administrator responds to
customers' and potential customers' questions about the Trust.
3. During the term of this Agreement, the Trust may in its
discretion, but is not obligated to, pay FSC for services pursuant to
this Agreement, a monthly fee computed at an annual rate not to exceed
0.50% of the average aggregate net asset value of the Portfolios of the
Trust listed above, held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC will enter into separate written agreements with
various firms to provide certain of the services in Paragraph One
herein. FSC, in its sole discretion, may pay Brokers and Administrators
a periodic fee in respect of Shares owned from time to time by their
clients or customers. The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time to time by
FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts paid to the various firms and
the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November 25, 1992 between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this
Exhibit.
Witness the due execution hereof this 11th day of February, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
EXHIBIT J
THE SHAWMUT FUNDS
Shawmut Small Capitalization Equity Fund - Investment Shares
The following provisions are hereby incorporated and made part of
the Distribution Agreement dated the 25th day of November, 1992, between
The Shawmut Funds and Federated Securities Corp. with respect to the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Portfolios.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Portfolios
("Shares"), at the current offering price thereof as described and set
forth in the Prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In addition, FSC is
authorized to select a group of Administrators ("Administrators") to
render administrative support services to the Trust and its shareholders
of the above-listed Portfolios.
2. Administrative support services may include, but are not
limited to, the following functions: (1) account openings: the Broker or
Administrator communicates account openings via computer terminals
located on the Broker or Administrator's premises, through a toll-free
telephone number or otherwise; (2) account closings: the Broker or
Administrator similarly communicates account closings; (3) purchase
transactions: the Broker or Administrator similarly communicates
purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5)
transmittal of funds: the Broker or Administrator wires funds and
receives funds for Trust share purchases and redemptions; (6)
reconciliation activities: the Broker or Administrator confirms and
reconciles all transactions and reviews the activity in the Trust's
accounts; (7) training: the Broker or Administrator provides training
and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability
of its services and products; (11) design services: the Broker or
Administrator provides assistance in the design of materials to send to
customers and in the the development of methods of making such materials
accessible to customers; (12) consultation services: the Broker or
Administrator provides information about the product needs of customers;
and (13) information services: the Broker or Administrator responds to
customers' and potential customers' questions about the Trust.
3. During the term of this Agreement, the Trust may in its
discretion, but is not obligated to, pay FSC for services pursuant to
this Agreement, a monthly fee computed at an annual rate not to exceed
0.50% of the average aggregate net asset value of the Portfolios of the
Trust listed above, held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various
firms to provide certain of the services in Paragraph One herein. FSC,
in its sole discretion, may pay Brokers and Administrators a periodic
fee in respect of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon which such
fees will be paid shall be determined from time to time by FSC in its
sole discretion.
5. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts paid to the various firms and
the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November 25, 1992 between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this
Exhibit.
Witness the due execution hereof this 11th day of February, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
Exhibit K
THE SHAWMUT FUNDS
Shawmut Prime Money Market Fund - Trust Shares
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November, 1992, between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Funds, and with respect to the separate
Classes of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 11th day of February, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
Exhibit L
THE SHAWMUT FUNDS
Shawmut Limited Term Income Fund - Trust Shares
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November, 1992, between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Funds, and with respect to the separate
Classes of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 11th day of February, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
Exhibit M
THE SHAWMUT FUNDS
Shawmut Intermediate Government Income Fund - Trust Shares
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November, 1992, between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Funds, and with respect to the separate
Classes of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 11th day of February, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
Exhibit N
THE SHAWMUT FUNDS
Shawmut Fixed Income Fund - Trust Shares
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November, 1992, between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Funds, and with respect to the separate
Classes of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 11th day of February, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
Exhibit O
THE SHAWMUT FUNDS
Shawmut Growth and Income Equity Fund - Trust Shares
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November, 1992, between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Funds, and with respect to the separate
Classes of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 11th day of February, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
Exhibit P
THE SHAWMUT FUNDS
Shawmut Growth Equity Fund - Trust Shares
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November, 1992, between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Funds, and with respect to the separate
Classes of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 11th day of February, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
Exhibit Q
THE SHAWMUT FUNDS
Shawmut Small Capitalization Equity Fund - Trust Shares
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November, 1992, between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Funds, and with respect to the separate
Classes of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 11th day of February, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
EXHIBIT R
THE SHAWMUT FUNDS
Shawmut Connecticut Municipal Money Market Fund
The following provisions are hereby incorporated and made part of
the Distribution Agreement dated the 25th day of November, 1992, between
The Shawmut Funds and Federated Securities Corp. with respect to the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Portfolios.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Portfolios
("Shares"), at the current offering price thereof as described and set
forth in the Prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In addition, FSC is
authorized to select a group of Administrators ("Administrators") to
render administrative support services to the Trust and its shareholders
of the above-listed Portfolios.
2. Administrative support services may include, but are not
limited to, the following functions: (1) account openings: the Broker or
Administrator communicates account openings via computer terminals
located on the Broker or Administrator's premises, through a toll-free
telephone number or otherwise; (2) account closings: the Broker or
Administrator similarly communicates account closings; (3) purchase
transactions: the Broker or Administrator similarly communicates
purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5)
transmittal of funds: the Broker or Administrator wires funds and
receives funds for Trust share purchases and redemptions; (6)
reconciliation activities: the Broker or Administrator confirms and
reconciles all transactions and reviews the activity in the Trust's
accounts; (7) training: the Broker or Administrator provides training
and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability
of its services and products; (11) design services: the Broker or
Administrator provides assistance in the design of materials to send to
customers and in the the development of methods of making such materials
accessible to customers; (12) consultation services: the Broker or
Administrator provides information about the product needs of customers;
and (13) information services: the Broker or Administrator responds to
customers' and potential customers' questions about the Trust.
3. During the term of this Agreement, the Trust may in its
discretion, but is not obligated to, pay FSC for services pursuant to
this Agreement, a monthly fee computed at an annual rate not to exceed
0.50% of the average aggregate net asset value of the Portfolios of the
Trust listed above, held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various
firms to provide certain of the services in Paragraph One herein. FSC,
in its sole discretion, may pay Brokers and Administrators a periodic
fee in respect of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon which such
fees will be paid shall be determined from time to time by FSC in its
sole discretion.
5. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts paid to the various firms and
the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November 25, 1992 between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this
Exhibit.
Witness the due execution hereof this 1st day of June, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
EXHIBIT S
THE SHAWMUT FUNDS
Shawmut Massachusetts Municipal Money Market Fund
The following provisions are hereby incorporated and made part of
the Distribution Agreement dated the 25th day of November, 1992, between
The Shawmut Funds and Federated Securities Corp. with respect to the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Portfolios.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Portfolios
("Shares"), at the current offering price thereof as described and set
forth in the Prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In addition, FSC is
authorized to select a group of Administrators ("Administrators") to
render administrative support services to the Trust and its shareholders
of the above-listed Portfolios.
2. Administrative support services may include, but are not
limited to, the following functions: (1) account openings: the Broker or
Administrator communicates account openings via computer terminals
located on the Broker or Administrator's premises, through a toll-free
telephone number or otherwise; (2) account closings: the Broker or
Administrator similarly communicates account closings; (3) purchase
transactions: the Broker or Administrator similarly communicates
purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5)
transmittal of funds: the Broker or Administrator wires funds and
receives funds for Trust share purchases and redemptions; (6)
reconciliation activities: the Broker or Administrator confirms and
reconciles all transactions and reviews the activity in the Trust's
accounts; (7) training: the Broker or Administrator provides training
and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability
of its services and products; (11) design services: the Broker or
Administrator provides assistance in the design of materials to send to
customers and in the the development of methods of making such materials
accessible to customers; (12) consultation services: the Broker or
Administrator provides information about the product needs of customers;
and (13) information services: the Broker or Administrator responds to
customers' and potential customers' questions about the Trust.
3. During the term of this Agreement, the Trust may in its
discretion, but is not obligated to, pay FSC for services pursuant to
this Agreement, a monthly fee computed at an annual rate not to exceed
0.50% of the average aggregate net asset value of the Portfolios of the
Trust listed above, held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various
firms to provide certain of the services in Paragraph One herein. FSC,
in its sole discretion, may pay Brokers and Administrators a periodic
fee in respect of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon which such
fees will be paid shall be determined from time to time by FSC in its
sole discretion.
5. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts paid to the various firms and
the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November 25, 1992 between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this
Exhibit.
Witness the due execution hereof this 1st day of June, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/J. Christopher Donahue
Its: Secretary Its: Vice President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/Edward C. Gonzales
Its: Secretary Its: Executive Vice President
Exhibit T
THE SHAWMUT FUNDS
Shawmut Connecticut Municipal Money Market Fund - Trust Shares
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November 25, 1992, between The Shawmut
Funds and Federated Securities Corp., The Shawmut Funds executes and
delivers this Exhibit on behalf of the Funds, and with respect to the
separate Classes of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of June, 1993.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/Edward C. Gonzales
Its: Secretary Its: President
FEDERATED SECURITIES CORP.
Attest: /s/S. Elliott Cohan By: /s/John A. Staley, IV
Its: Secretary Its: Executive Vice President
Exhibit 6(ii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
EXHIBIT U
THE SHAWMUT FUNDS
Shawmut Quantitative Equity Fund - Investment Shares
The following provisions are hereby incorporated and made part of
the Distribution Agreement dated the 25th day of November, 1992, between
The Shawmut Funds and Federated Securities Corp. with respect to the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Portfolios.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Portfolios
("Shares"), at the current offering price thereof as described and set
forth in the Prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In addition, FSC is
authorized to select a group of Administrators ("Administrators") to
render administrative support services to the Trust and its shareholders
of the above-listed Portfolios.
2. Administrative support services may include, but are not
limited to, the following functions: (1) account openings: the Broker or
Administrator communicates account openings via computer terminals
located on the Broker or Administrator's premises, through a toll-free
telephone number or otherwise; (2) account closings: the Broker or
Administrator similarly communicates account closings; (3) purchase
transactions: the Broker or Administrator similarly communicates
purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5)
transmittal of funds: the Broker or Administrator wires funds and
receives funds for Trust share purchases and redemptions; (6)
reconciliation activities: the Broker or Administrator confirms and
reconciles all transactions and reviews the activity in the Trust's
accounts; (7) training: the Broker or Administrator provides training
and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability
of its services and products; (11) design services: the Broker or
Administrator provides assistance in the design of materials to send to
customers and in the the development of methods of making such materials
accessible to customers; (12) consultation services: the Broker or
Administrator provides information about the product needs of customers;
and (13) information services: the Broker or Administrator responds to
customers' and potential customers' questions about the Trust.
3. During the term of this Agreement, the Trust may in its
discretion, but is not obligated to, pay FSC for services pursuant to
this Agreement, a monthly fee computed at an annual rate not to exceed
0.50% of the average aggregate net asset value of the Portfolios of the
Trust listed above, held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various
firms to provide certain of the services in Paragraph One herein. FSC,
in its sole discretion, may pay Brokers and Administrators a periodic
fee in respect of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon which such
fees will be paid shall be determined from time to time by FSC in its
sole discretion.
5. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts paid to the various firms and
the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November 25, 1992 between The Shawmut Funds
and Federated Securities Corp., The Shawmut Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this
Exhibit.
Witness the due execution hereof this ____day of _____, 1994.
THE SHAWMUT FUNDS
Attest: By:
Its: Its:
FEDERATED SECURITIES CORP.
Attest: By:
Its: Its:
Exhibit V
THE SHAWMUT FUNDS
Shawmut Quantitative Equity Fund - Trust Shares
In consideration of the mutual covenants set forth in the
Distribution Agreement dated November 25, 1992, between The Shawmut
Funds and Federated Securities Corp., The Shawmut Funds executes and
delivers this Exhibit on behalf of the Funds, and with respect to the
separate Classes of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this ___ day of ____ 1994.
THE SHAWMUT FUNDS
Attest: By:
Its: Its:
FEDERATED SECURITIES CORP.
Attest: By:
Its: Its:
Exhibit 8(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Amendment No. 1
to
EXHIBIT A
to the
Custody Agreement
THE SHAWMUT FUNDS
FUNDS
The Shawmut Funds (the "Trust") consists of the following
portfolios (the "Funds") effective as of the dates set forth below:
Shawmut Prime Money Market Fund December 1, 1992
Shawmut Limited Term Income Fund December 1, 1992
Shawmut Intermediate Government Income Fund December 1, 1992
Shawmut Fixed Income Fund December 1, 1992
Shawmut Growth and Income Equity Fund December 1, 1992
Shawmut Growth Equity Fund December 1, 1992
Shawmut Small Capitalization Equity Fund December 1, 1992
Shawmut Connecticut Intermediate Municipal
Income Fund May 11, 1993
Shawmut Massachusetts Intermediate Municipal
Income Fund May 11, 1993
Amendment No. 2
to
EXHIBIT A
to the
Custody Agreement
THE SHAWMUT FUNDS
FUNDS
The Shawmut Funds (the "Trust") consists of the following
portfolios (the "Funds") effective as of the dates set forth below:
Shawmut Prime Money Market Fund December 1, 1992
Shawmut Limited Term Income Fund December 1, 1992
Shawmut Intermediate Government Income Fund December 1, 1992
Shawmut Fixed Income Fund December 1, 1992
Shawmut Growth and Income Equity Fund December 1, 1992
Shawmut Growth Equity Fund December 1, 1992
Shawmut Small Capitalization Equity Fund December 1, 1992
Shawmut Connecticut Intermediate Municipal
Income Fund May 11, 1993
Shawmut Massachusetts Intermediate Municipal
Income Fund May 11, 1993
Shawmut Connecticut Municipal
Money Market Fund September 12, 1993
Shawmut Massachusetts Municipal Money
Market Fund September 12, 1993
Exhibit 8(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Amendment No. 3
to
EXHIBIT A
to the
Custody Agreement
THE SHAWMUT FUNDS
FUNDS
The Shawmut Funds (the "Trust") consists of the following
portfolios (the "Funds") effective as of the dates set forth below:
Shawmut Prime Money Market Fund December 1, 1992
Shawmut Limited Term Income Fund December 1, 1992
Shawmut Intermediate Government Income Fund December 1, 1992
Shawmut Fixed Income Fund December 1, 1992
Shawmut Growth and Income Equity Fund December 1, 1992
Shawmut Growth Equity Fund December 1, 1992
Shawmut Small Capitalization Equity Fund December 1, 1992
Shawmut Connecticut Intermediate Municipal
Income Fund May 11, 1993
Shawmut Massachusetts Intermediate Municipal
Income Fund May 11, 1993
Shawmut Connecticut Municipal
Money Market Fund September 12, 1993
Shawmut Massachusetts Municipal Money
Market Fund September 12, 1993
Shawmut Quantitative Equity Fund , 1994
Exhibit 9 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
PORTFOLIO ACCOUNTING
AND
SHAREHOLDER RECORDKEEPING AGREEMENT
This Portfolio Accounting and Shareholder Recordkeeping Agreement
is made as of this 25th day of November, 1992, by and between The
Shawmut Funds, a Massachusetts business trust (herein called the
"Trust"), and FEDERATED SERVICES COMPANY, a Delaware business trust
(herein called "Services").
WHEREAS, the Trust is a Massachusetts business trust, consisting
of one or more series which are or hereafter may be established
("Portfolios"), which Trust is operated as an open-end management
investment company and is registered under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, the Trust intends to authorize and issue shares of
beneficial interest of each Portfolio ("Shares");
WHEREAS, the Trust wishes to retain Services to provide certain
portfolio accounting and recordkeeping services for the Portfolios,
including any classes of shares issued by any Portfolio ("Classes") and
Services desires to accept such retention;
WHEREAS, the Trust desires to appoint Services as its transfer
agent, dividend disbursing agent, and agent in connection with certain
other activities with respect to the Portfolios, and Services desires to
accept such appointment;
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
SECTION ONE: Portfolio Accounting.
1.1. Appointment. The Trust hereby appoints Services, and
Services agrees, to provide certain pricing and bookkeeping services to
the Portfolios for the period and on the terms set forth in this
Agreement.
1.2. Services and Duties. Subject to the supervision and control
of the Trust's Board of Trustees, Services will assist the Trust, the
Portfolios, and/or the Classes with regard to portfolio accounting and
in connection therewith undertakes to do the following specific
services:
A. Valuing the assets of each Portfolio and determining the
net asset value per share of the outstanding Shares of each Portfolio
and its Classes, at the time and in the manner from time to time
determined by the Board of Trustees of the Trust and as set forth in
each Portfolio's prospectus and statement of additional information
("Prospectus");
B. Calculating the net income of each Portfolio, if any;
C. Calculating capital gains or losses for each Portfolio
from the sale or disposition of assets, if any;
D. Maintaining the general ledger and other accounts, books
and financial records of the Trust, including for each Portfolio and
Class, as required under Section 31(a) of the 1940 Act and the rules
thereunder in connection with the services provided by Services;
E. Performing the following accounting functions on a daily
basis:
(1) Journalizing each Portfolio's investment,
capital share and income and expense activities;
(2) Reconciling cash and investment balances of each
Portfolio with the Custodian;
(3) Maintaining individual ledgers for investment
securities;
(4) Maintaining historical tax lots for each
investment security;
(5) Calculating various contractual expenses (e.g.,
advisory and custody fees).
(6) Obtaining security market quotes from services
approved by the Adviser, or if such quotes are
unavailable, then obtaining such prices from the
Adviser, and in either case calculating the market
value of each Portfolio's investments, and
transmitting a copy of the portfolio valuation to the
Adviser;
F. Preparing quarterly financial statements, to include
the following items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Cash Statement
Schedule of Capital Gains and Losses
G. Preparing monthly security transactions listings;
H. Preparing quarterly broker security transactions
summaries;
I. At the request of the Trust, preparing or assisting
with the preparation of various reports or other financial documents
required by federal, state and other applicable laws and regulations,
including but not limited to providing financial data required in
connection with the Trust's semi-annual reports on Form N-SAR, annual
and semi-annual shareholder reports, proxy statements and registration
statements; and
J. Such other similar services as may be reasonably
requested by the Trust.
1.3. Compensation and Allocation of Expenses.
A. For the performance by Services pursuant to Section One
of this Agreement and in consideration of the additional duties
described in Section Three of this Agreement, the Trust agrees to
compensate Services in accordance with the fees set forth in Schedule A
hereto.
B. In addition to the fee paid pursuant to Schedule A, the
Trust agrees to reimburse Services for out-of-pocket expenses incurred
by Services for the items set out in Schedule B hereto.
C. Services will bill each Portfolio separately as soon as
practicable after the end of each calendar month, and said billings will
be detailed in accordance with Schedule A and Schedule B. The Trust
will promptly pay to Services the amount of such billing.
D. Any compensation agreed to hereunder may be adjusted from
time to time by attaching hereto a revised Schedule A or Schedule B
dated and signed by a duly authorized officer of the Trust and a duly
authorized officer of Services.
E. The fee for the period from the effective date of
application of this Agreement with respect to a Portfolio to the end of
the initial month shall be prorated according to the proportion that
such period bears to the full month period. Upon any termination of
this Agreement before the end of any month, the fee for such period
shall be prorated according to the proportion which such period bears to
the full month period. For purposes of determining fees payable to
Services, the value of the Portfolio's net assets shall be computed at
the time and in the manner specified in each Portfolio's Prospectus.
SECTION TWO: Shareholder Recordkeeping.
2.1. Terms of Appointment. Subject to the terms and conditions
set forth in this Agreement, the Trust hereby employs and appoints
Services to act as, and Services agrees to act as, transfer agent for
each Portfolio's Shares, dividend disbursing agent, and agent in
connection with any accumulation, open- account or similar plans
provided to the shareholders of any Portfolio ("Shareholders"),
including without limitation any periodic investment plan or periodic
withdrawal program.
Proper Instructions as used throughout Section Two of this
Agreement means a writing signed or initialed by one or more person or
persons as the Board of Trustees shall have from time to time
authorized. Each such writing shall set forth the specific transaction
or type of transaction involved. Oral instructions will be considered
Proper Instructions if Services reasonably believes them to have been
given by a person previously authorized in Proper Instructions with
respect to the transaction involved. The Trust and Services shall cause
all oral instructions to be confirmed in writing. Proper Instructions
may include communications effected directly between electro-mechanical
or electronic devices provided that the Trust and Services are satisfied
that such procedures afford adequate safeguards for a Portfolio's
assets. Proper Instructions may only be amended in writing.
2.2. Duties of Services. Services agrees that it will perform
the following services in accordance with Proper Instructions as may be
provided from time to time by the Trust as to any Portfolio:
A. General.
Services will establish one or more accounts with the
Custodian for the deposit of funds received or disbursed
in connection with its activities hereunder.
B. Purchases.
(1) Services shall receive orders and payment for
the purchase of shares and, if such purchase orders
comply with the procedures as may be described in the
appropriate Portfolio's Prospectus or set forth in
Proper Instructions, promptly deliver payment and
appropriate documentation therefor to the Custodian.
Services shall notify the Trust and the Custodian on a
daily basis of the total amount of orders and payments
so delivered.
(2) Pursuant to purchase orders and in accordance
with the Portfolio's current Prospectus, Services
shall compute and issue the appropriate number of
shares and hold such shares in the appropriate
Shareholder accounts.
(3) If a Shareholder or its agent requests a
certificate and if it is the practice of the Trust to
issue certificates, Services, as Transfer Agent, shall
countersign and mail by first class mail, a
certificate to the Shareholder at his address as set
forth on the transfer books of the Portfolio, subject
to any Proper Instructions regarding the delivery of
certificates.
(4) In the event that any check or other order for
the purchase of Shares of the Portfolio is returned
unpaid for any reason, Services shall debit the Share
account of the Shareholder by the number of Shares
that had been credited to his account upon receipt of
the check or other order, promptly mail a debit advice
to the Shareholder, and notify the Trust of its
action. In the event that the amount paid for such
Shares exceeds proceeds of the redemption of such
Shares plus the amount of any dividends paid with
respect to such Shares, Services will receive
reimbursement of such excess from the Portfolio or its
distributor.
C. Distribution.
(1) Upon notification by the Trust of the
declaration of any distribution to Shareholders,
Services shall act as Dividend Disbursing Agent for
each Portfolio in accordance with the provisions of
the Trust's Declaration of Trust, the then current
Prospectus of the applicable Portfolio and
instructions in proper form by Shareholders, and as
such shall prepare and mail or credit income, capital
gain, or any other payments to Shareholders. With
respect to distributions payable in cash, on or before
the payment date of any such distribution, Services
shall notify the Custodian of the estimated amount
required and request the Custodian to make available
sufficient funds for the cash amount to be paid out.
Services shall reconcile the amounts so requested and
the amounts actually received with the Custodian on a
daily basis. With respect to distributions payable in
additional shares, Services shall make appropriate
credits to the Shareholder's account and deliver
certificates where requested and applicable; and
(2) Services shall maintain records of account for
each Portfolio and advise the Trust and its
Shareholders as to the foregoing.
D. Redemptions and Transfers.
(1) Services shall receive redemption requests and
redemption directions and, if such redemption requests
comply with the procedures as may be described in the
appropriate Portfolio's Prospectus or set forth in
Proper Instructions, deliver the appropriate
instructions therefor to the Custodian.
(2) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to any
redemption, Services shall pay over or cause to be
paid over in the appropriate manner such monies as
instructed by the redeeming Shareholders, pursuant to
procedures described in the then current Prospectus of
the Portfolio.
(3) If any such certificate or request for
redemption does not comply with the procedures for
redemption approved by the Trust, Services shall
promptly notify the Shareholder and the Trust of such
fact, together with the reason therefor, and shall
effect such redemption at the price applicable to the
date and time of receipt of documents complying with
said procedures.
(4) Services shall effect transfers of Shares by the
registered owners thereof.
(5) Services shall identify and process abandoned
accounts and uncashed checks for state escheat
requirements on an annual basis and report such
actions to the Trust.
E. Recordkeeping.
(1) Services shall record the issuance of shares of
the Portfolio and maintain pursuant to applicable
Rules of the Securities and Exchange Commission a
record of the total number of shares of the Portfolio
which are authorized, based upon data provided to it
by the Trust, and issued and outstanding. Services
shall also provide the Trust on a regular basis or
upon reasonable request with the total number of
Shares which are authorized and issued and
outstanding, but shall have no obligation when
recording the issuance of Shares, except as otherwise
set forth herein, to monitor the issuance of such
shares or to take cognizance of any laws relating to
the issuer or sale of such Shares, which functions
shall be the sole responsibility of the Trust.
(2) Services shall establish and maintain records
pursuant to applicable Rules of the Securities and
Exchange Commission relating to the services to be
performed hereunder in the form and manner as agreed
to by the Trust to include a record for each
Shareholder's account of the following:
(a) Name, address and tax identifying number (and
whether such number has been certified);
(b) Number of Shares held;
( c) Historical information regarding the account,
including dividends paid and date and price for
all transactions;
(d) Any stop or restraining order placed against the
account;
(e) Information with respect to withholdings in the
case of a foreign account or an account for
which withholding is required by the Internal
Revenue Code;
(f) Any dividend reinvestment order, plan
application, dividend address and correspondence
relating to the current maintenance of the
account;
(g) Certificate numbers and denominations for any
Shareholder holding certificates;
(h) Any information required in order for Services
to perform the calculations contemplated or
required by this Agreement.
F. Confirmations/Reports.
(1) Services shall furnish periodically to the
Trust, as well as to the appropriate agent of the
Trust designated by the Trust for the receipt of such
information, the following information:
(a) A copy of the transaction register;
(b) Dividend and reinvestment blotters;
(c) The total number of Shares issued and
outstanding in each state for "blue sky"
purposes as determined according to Proper
Instructions delivered from time to time by the
Trust to Services;
(d) Shareholder lists and statistical information;
(e) Payments to third parties relating to
distribution agreements, allocations of sales
loads, redemption fees, or other transaction- or
sales-related payments;
(f) Such other information as may be agreed upon
from time to time.
(2) Services shall prepare in the appropriate form,
file with the Internal Revenue Service and appropriate
state agencies, and, if required, mail to
Shareholders, such notices for reporting dividends and
distributions paid as are required to be so filed and
mailed and shall withhold such sums as are required to
be withheld under applicable federal and state income
tax laws, rules and regulations.
(3) In addition to and not in lieu of the services
set forth above, Services shall:
(a) Perform all of the customary services of a
transfer agent, dividend disbursing agent and,
as relevant, agent in connection with
accumulation, open- account or similar plans
(including without limitation any periodic
investment plan or periodic withdrawal program),
including but not limited to: maintaining all
Shareholder accounts, preparing Shareholder
meeting lists, mailing proxies, receiving and
tabulating proxies, mailing Shareholder reports
and prospectuses to current Shareholders,
withholding taxes on accounts subject to back-up
or other withholding (including non-resident
alien accounts), preparing and filing reports on
U.S. Treasury Department Form 1099 and other
appropriate forms required with respect to
dividends and distributions by federal
authorities for all Shareholders, preparing and
mailing confirmation forms and statements of
account to Shareholders for all purchases and
redemptions of Shares and other confirmable
transactions in Shareholder accounts, preparing
and mailing activity statements for
Shareholders, and providing Shareholder account
information; and
(b) provide a system which will enable the Trust to
monitor to total number of Shares of each
Portfolio sold in each state ("blue sky
reporting"). The Trust shall by Proper
Instructions (i) identify to Services those
transactions and assets to be treated as exempt
from the blue sky reporting for each state and
(ii) verify the classification of transactions
for each state on the system prior to activation
and thereafter monitoring the daily activity for
each state. The responsibility of Services for
each Portfolio's blue sky state registration
status is solely limited to the recording of the
initial classification of transactions or
accounts with regard to blue sky compliance and
the reporting of such transactions and accounts
to the Trust as provided above.
1 G. Other Duties.
(1) Services shall answer correspondence from
Shareholders relating to their Share accounts and such
other correspondence as may from time to time be
addressed to Services;
(2) Services shall mail proxy cards and other
material supplied to it by the Trust in connection
with Shareholder Meetings of each Portfolio; receive,
examine and tabulate returned proxies; and certify the
vote of the Shareholders;
(3) Services shall establish and maintain facilities
and procedures for safekeeping of stock certificates,
check forms and facsimile signature imprinting
devices, if any; and for the preparation or use, and
for keeping account of, such certificates, forms and
services.
(4) In case of the loss or destruction of any
certificate representing Shares, no new certificate
shall be issued in lieu thereof, unless there shall
first have been furnished an appropriate bond of
indemnity issued by a surety company approved by the
Trust and Services.
2.3. Duties of the Trust.
A. Compliance. The Trust assumes full responsibility for
the preparation, contents and distribution of each Prospectus of the
Portfolio and for complying with all applicable requirements of the
Securities Act of 1933, as amended (the "1933 Act"), the 1940 Act, and
any laws, rules and regulations of government authorities having
jurisdiction.
B. Share Certificates. The Trust shall supply Services with
a sufficient supply of blank Share certificates and from time to time
shall renew such supply upon request of Services. Such blank Share
certificates shall be properly signed, manually or by facsimile, if
authorized by the Trust and shall bear the seal of the Trust or
facsimile thereof; and notwithstanding the death, resignation or removal
of any officer of the Trust authorized to sign certificates, Services
may continue to countersign certificates which bear the manual or
facsimile signature of such officer until otherwise directed by the
Trust.
C. Distributions. The Trust shall promptly inform Services
of the declaration of any dividend or distribution on account of any
Portfolio's shares.
2.4. Fees and Expenses.
A. For performance by Services pursuant to Section Two of
this Agreement and in consideration of the additional duties described
in Section Three of this Agreement, the Trust agrees to pay Services an
annual maintenance fee for each Shareholder account as set out in
Schedule C hereto.
B. In addition to the fee paid pursuant to Schedule C, the
Trust agrees to reimburse Services for out-of-pocket expenses or
advances incurred by Services for the items set out in Schedule D
hereto.
C. Services will bill each Portfolio separately with
respect to fees and reimbursable expenses on a timely basis, generally
within 15 days following the end of the month in which the fees and
expenses have been incurred. Classes of Portfolios are treated as
separate portfolios for purposes of determining out-of-pocket costs.
The Trust will promptly pay to Services the amount of such billing.
D. Any compensation agreed to hereunder may be adjusted from
time to time by attaching hereto a revised Schedule C or Schedule D
dated and signed by a duly authorized officer of the Trust and a duly
authorized officer of Services.
SECTION THREE: Additional Duties.
3.1. Records.
A. Services shall create and maintain all necessary books
and records in accordance with all applicable laws, rules and
regulations, including but not limited to records required by Section
31(a) of the 1940 Act and the rules thereunder, as the same may be
amended from time to time, pertaining to the services performed by it
and not otherwise created and maintained by another party pursuant to
contract with the Trust. The Trust, or the Trust's authorized
representatives, shall have access to such books and records at all
times during Services's normal business hours. Upon the reasonable
request of the Trust, copies of any such books and records shall be
provided by Services to the Trust or the Trust's authorized
representatives.
B. The books and records pertaining to the Trust which are
in the possession of Services and which are either (1) required to be
maintained by Rule 31a-1 of the 1940 Act or (2) created in connection
with the services described in Section One of this Agreement shall be
the property of the Trust.
C. Where applicable, the books and records pertaining to the
Trust which are in the possession of Services shall be maintained by
Services for the periods and in the places required by Rule 31a-2 under
the 1940 Act.
D. In the case of records not within the scope of Section
2.2.E. above, Services may, at its option at any time, and shall
forthwith upon the Trust's demand, turn over to the Trust and cease to
retain in Service's files, records and documents created and maintained
by Services pursuant to this Agreement, which are no longer needed by
Services in performance of its services or for its protection. If not
so turned over to the Trust, such records and documents will be retained
by Services for six years from the year of creation, during the first
two of which such documents will be in readily accessible form. At the
end of the six year period, such records and documents will either be
turned over to the Trust or destroyed in accordance with Proper
Instructions as described in Section Two of this Agreement.
E. Services agrees, on behalf of itself and its employees,
to treat confidentially and as proprietary information of the Trust all
records and other information relative to the Trust (other than Records
or material produced in connection with an Examination or inspection by
the Securities and Exchange Commission or other Regulatory body, or
material produced in compliance with an order by a court of competent
jurisdiction) and its prior, present or potential Shareholders, and not
to use such records and information for any purpose other than
performance of its responsibilities and duties hereunder, except, after
prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld by
the Trust where Services may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the
Trust.
3.2. Cooperation with Accountants. Services shall cooperate with
the Fund's independent public accountants and shall take all reasonable
action in the performance of its obligations under this Agreement to
assure that the necessary information is made available to such
accountants for the expression of their opinion as such may be required
by the Trust from time to time.
3.3. Equipment Failures. In the event of equipment failures
beyond Services' control, Services shall, at no additional expense to
the Trust, take reasonable steps to minimize service interruptions.
Services shall as soon as is practicable after the date of this
Agreement enter into and shall maintain in effect with appropriate
parties one or more agreements making reasonable provision for emergency
use of electronic data processing equipment to the extent appropriate
equipment is available.
SECTION FOUR: General Provisions.
4.1. Documents.
A. In connection with the appointment of Services under this
Agreement, the Trust shall file with Services the following documents:
(1) A copy of the Declaration of Trust and By-Laws
of the Trust and all amendments thereto;
(2) A copy of the resolution of the Board of
Trustees of the Trust authorizing this Agreement;
(3) Specimens of all forms of outstanding Share
certificates of the Portfolios in the forms approved
by the Board of the Trustees of the Trust with a
certificate of the Secretary of the Trust as to such
approval;
(4) All account application forms and other
documents relating to Shareholders' accounts; and
(5) A copy of each Portfolio's current Prospectus.
B. The Trust will also furnish from time to time the
following documents:
(1) Each resolution of the Board of Trustees of the
Trust authorizing the original issuance of each
Portfolio's Shares;
(2) Each Registration Statement filed with the
Securities and Exchange Commission and amendments
thereof and orders relating thereto in effect with
respect to the sale of Shares of any Portfolio;
(3) A certified copy of each amendment to the
governing document and the By-Laws of the Trust;
(4) Certified copies of each vote of the Board
authorizing officers to give Proper Instructions to
the Transfer Agent;
(5) Specimens of all new Share certificates
representing Shares of any Portfolio, accompanied by
Board resolutions approving such forms;
(6) Such other certificates, documents or opinions
which Services may, in its discretion, deem necessary
or appropriate in the proper performance of its
duties; and
(7) Revisions to the Prospectus of any Portfolio.
4.2 Representations and Warranties.
A. Representations and Warranties of Services. Services
represents and warrants to the Trust that:
(1) It is a business trust duly organized and
existing under the laws of the State of Delaware and
in good standing under the laws of the Commonwealth of
Massachusetts.
(2) It is duly qualified to carry on its business in the
State of Delaware.
(3) It is empowered under applicable laws and by its
charter and by-laws to enter into and perform this
Agreement.
(4) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(5) It has and will continue to have access to the
necessary facilities, equipment and personnel to
perform its duties and obligations under this
Agreement.
(6) It is in compliance with federal securities law
requirements and in good standing as a transfer agent.
B. Representations and Warranties of the Trust. The Trust
represents and warrants to Services that:
(1) It is a business trust duly organized and
existing and in good standing under the laws of the
Commonwealth of Massachuetts.
(2) It is empowered under applicable laws and by its
Declaration of Trust and By-Laws to enter into and
perform this Agreement.
(3) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(4) It is an open-end investment company registered
under the 1940 Act.
(5) A registration statement under the 1933 Act will
be effective, and appropriate state securities law
filings have been made and will continue to be made,
with respect to all Shares of each Portfolio being
offered for sale.
4.3. Expenses of the Trust and of Services.
A. Services shall not be required to pay any of the
following expenses incurred by the Trust, the Portfolios, or the
Classes: custodial expenses; membership dues in the Investment Company
Institute or any similar organization; investment advisory expenses;
costs of printing and mailing stock certificates, Prospectuses, reports
and notices; interest on borrowed money; brokerage commissions; taxes
and fees payable to Federal, state and other governmental agencies; fees
of Trustees of the Trust who are not affiliated with Services; outside
auditing expenses; outside legal expenses; cost of pricing services; or
other expenses not specified in this Section which may be properly
payable by the Trust.
B. Services in its sole discretion may from time to time
employ or associate with itself such person or persons as Services may
believe to be particularly suited to assist it in performing services
under this Agreement. Such person or persons may be officers and
employees who are employed by both Services and the Trust. The
compensation of such person or persons shall be paid by Services and no
obligation shall be incurred on behalf of the Trust, the Portfolios, or
the Classes in such respect.
4.4. Standard of Care/Indemnification.
A. Standard of Care. Services shall be held to a
standard of reasonable care in carrying out the provisions of this
Agreement; provided, however that Services shall be held to any higher
standard of care which would be imposed upon Services by any applicable
law or regulation even though such stated standard of care was not part
of this Agreement.
B. Indemnification by Trust. Services shall not be
responsible for and the Trust shall indemnify and hold Services harmless
against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to:
(1) The Trust's refusal or failure to comply with
the terms of this Agreement, or which arise out of the
Trust's lack of good faith, gross negligence or
willful misconduct or which arise out of the breach of
any representation or warranty of the Trust hereunder.
(2) The reliance on or use by Services or its agents
or subcontractors of information, records and
documents in proper form which
(a) are received by Services or its agents or
subcontractors and furnished to it by or on behalf
of the Trust, its Shareholders or investors
regarding the purchase, redemption or transfer of
shares and Shareholder account information, or
(b) have been prepared and/or maintained by the
Trust or its affiliates or any other person or
firm on behalf of the Trust.
(3) The reliance on, or the carrying out by Services
or its agents or subcontractors of Proper Instructions
of the Trust.
(4) The offer or sale of Shares in violation of any
requirement under the federal securities laws or
regulations or the securities laws or regulations of
any state that such Shares by registered in such state
or in violation of any stop order or other
determination or ruling by any federal agency or any
state with respect to the offer or sale of such Shares
in such state.
Provided, however, that Services shall not be protected by this Section
4.4.B. from liability for any act or omission resulting from Services's
lack of good faith, negligence, willful misconduct, or failure to meet
the standard of care set forth in Section 4.4.A. above.
C. Indemnification by Services. Services shall indemnify
and hold each Portfolio harmless from and against any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability
arising out of or attributed to any action or failure or omission to act
by Services as a result of Services's lack of good faith, negligence,
willful misconduct, or failure to meet the standard of care set forth in
Section above.
D. Reliance. At any time Services may apply to any officer
of the Trust for instructions, and may consult with legal counsel with
respect to any matter arising in connection with the services to be
performed by Services under this Agreement, and Services and its agents
or subcontractors shall not be liable and shall be indemnified by the
appropriate Portfolio for any action reasonably taken or omitted by it
in reliance upon such instructions or upon the opinion of such counsel
provided such action is not in violation of applicable Federal or state
laws or regulations. Services, its agents and subcontractors shall be
protected and indemnified in recognizing stock certificates which are
reasonably believed to bear the proper manual or facsimile signatures of
the officer of the Trust, and the proper countersignature of any former
transfer agent or registrar, or of a co-transfer agent or co-registrar.
E. Notification. In order that the indemnification
provisions contained in this Section 4.4. shall apply, upon the
assertion of a claim for which either party may be required to indemnify
the other, the party seeking indemnification shall promptly notify the
other party of such assertion in writing, and shall keep the other party
advised with respect to all developments concerning such claims.
Provided such notice has been given, the indemnitor shall assume the
defense of such action, including the employment of counsel selected by
the indemnitor and payment of expenses. The indemnitee shall have the
right to employ separate counsel in any such case, but the fees and
expenses of such counsel shall be at the expense of the indemnitee
unless the employment of such counsel shall have been authorized in
writing by the indemnitor in connection with the defense of such action
or the indemnitor shall not have employed counsel to have charge of the
defense of such action, in any of which events such fees and expenses
shall be borne by the indemnitor. Anything in this Section 4.4. to the
contrary notwithstanding, the indemnitor shall not be liable for any
settlement of any such claim or action effected without its written
consent. The Trust and Services each agrees promptly to notify the
other party of the commencement of any litigation or proceedings against
them or any of their officers or Trustees in connection with the
services that are the subject of this Agreement.
4.5. Termination of Agreement. This Agreement may be terminated
by either party upon sixty (60) days written notice to the other.
Should the Trust exercise its rights to terminate, all out-of-pocket
expenses associated with the movement of records and materials will be
borne by the appropriate Portfolio. Additionally, the Trust and Services
each reserves the right to charge for any other reasonable expenses
associated with such termination.
4.6. Amendment. This Agreement may be amended or modified by a
written agreement executed by both parties.
4.7. Interpretive and Additional Provisions. In connection with
the operation of this Agreement, Services and the Trust may from time to
time agree on such provisions interpretive of or in addition to the
provisions of this Agreement as may in their joint opinion by consistent
with the general tenor of this Agreement. Any such interpretive or
additional provisions shall be in a writing signed by both parties and
shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable Federal or state
regulations or any provision of the Trust's Declaration of Trust. No
interpretive or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement.
4.8. Notice to the Trust or Services. Notices of any kind to be
given to the Trust hereunder by Services shall be in writing and shall
be duly given if delivered to the Trust at the following address: The
Shawmut Funds, Federated Investors Tower, Pittsburgh, Pennsylvania
15222. Notices of any kind to be given to Services hereunder by the
Trust shall be in writing and shall be duly given if delivered to
Services at Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779, Attention: President.
4.9. Notice to Adviser [Reserved]
4.10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
4.11. Limitation of Liability. Services is expressly put on notice
of the limitation of liability as set forth in the Trust's Declaration
of Trust and agrees that the obligations assumed by the Trust pursuant
to this Agreement shall be limited in any case to the Trust and its
assets and that Services shall not seek satisfaction of any such
obligations from the Shareholders of the Trust, the Trustees, officers,
employees or agents of the Trust, or any of them.
4.12. Assignment. Except as provided below, neither this
Agreement nor any rights or obligations hereunder may be assigned by
either party without the written consent of the other party.
A. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and
assigns.
B. Services may without further consent on the part of
the Trust subcontract for the performance of the services described in
Section Two of this Agreement with (A) Boston Financial Data Services,
Inc., a Massachusetts Trust ("BFDS"), which is fully registered as a
transfer agent pursuant to Section 17A(c)(1) of the Securities Exchange
Act of 1934, or any succeeding statute ("Section 17A(c)(1)"), or (B) a
BFDS subsidiary duly registered as a transfer agent pursuant to Section
17A(c)(1), or (C) a BFDS affiliate; provided, however, that Services
shall be as fully responsible to the Trust for the acts and omissions of
any subcontractor as it is for its own acts and omissions.
4.13. Miscellaneous. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior agreement
with respect to the subject hereof whether oral or written. The
captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court or regulatory agency
decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be governed by
Massachusetts law; provided, however, that nothing herein shall be
construed in a manner inconsistent with the 1940 Act or any rule or
regulation promulgated by the Securities and Exchange Commission
thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers designated below as of the day and year
first above written.
THE SHAWMUT FUNDS
Attest: /s/John W. McGonigle By: /s/Edward C. Gonzales
Secretary President
FEDERATED SERVICES COMPANY
Attest: /s/Jeannette Fisher-Garber By: /s/James J. Dolan
Secretary President
Schedule A
Portfolio Accounting
and
Shareholder Recordkeeping Agreement
between
THE SHAWMUT FUNDS
and
FEDERATED SERVICES COMPANY
Compensation for Portfolio Accounting
Annual Fees per Portfolio
$30,000
plus 15.0 basis points on average net assets of the Portfolio from $100
million, but less than $250 million.
plus 12.5 basis points on average net assets of the Portfolio from $250
million, but less than $500 million.
plus 10.0 basis points on average net assets of the Portfolio from
$500 million, but less than $750 million.
plus 7.5 basis points on average net assets of the Portfolio from and
over $750 million.
The monthly fee will be $1,000.00 per Portfolio with no asset charge for
those months where Federated is the only shareholder, due to its seeding
of the Portfolio. With regard to this, the charge to the Portfolio for
the entire month will be determined, without proration, based on whether
Federated is the sole shareholder on the last day the Portfolio is open
for business in that month.
The minimum annual fee paid by each Portfolio shall be $50,000.
Schedule B
Portfolio Accounting
and
Shareholder Recordkeeping Agreement
between
THE SHAWMUT FUNDS
and
FEDERATED SERVICES COMPANY
Out-of-Pocket Expenses
Portfolio Accounting
I. Out-of-pocket expense include, but are not limited to, the
following:
- Postage (including overnight courier service)
- Statement Stock
- Envelopes
- Telephone
- Telecommunications charges (including FAX)
- Duplicating
- Travel
- Forms
- Supplies
- Microfiche
- Computer Access Charges
- Client Specific System Enhancements
- Access to the Shareholder Recordkeeping System
- Security Pricing Services
- Variable Rate Change Notification Services
- Paydown Factor Notification Services
Schedule C
Fund Accounting and Shareholder Recordkeeping Agreement
between
FEDERATED SERVICES COMPANY
and
THE SHAWMUT FUNDS
Fee Schedule
DAILY DIVIDEND
ACCRUAL FUND DECLARED DIVIDEND
Annual Fee Per FUND
Shareholder Fee Per Shareholder
Account Account
BASE TRANSFER AGENCY SERVICES
- System Access, Funds Control & $14.50 per Account plus
7.50 per Account plus
Reconcilement, Statement Processing Out-of-Pocket
Expenses Out-of-Pocket Expenses
ADDITIONAL SERVICE - ACCOUNT ACTIVITY PROCESSING
- Account Establishment, Forms Processing $3.50 per Account
plus 3.50 per Account plus
Trade Processing, Maintenance Out-of-Pocket Expenses
Out-of-Pocket Expenses
ADDITIONAL SERVICE - SHAREHOLDER SERVICING
- Customer Service Telephones, $4.50 per Account plus
$4.50 per Account plus
Correspondence Out-of-Pocket Expenses
Out-of-Pocket Expenses
The account fee is an annualized amount, prorated on a monthly basis for
billing purposes.
Minimum Transfer Agent Fee - $1,000/month per Fund, Class or other
sub-division, no introductory waiver period.
Closed Account Fee - $.10 a month per closed account.
Schedule D
Portfolio Accounting
and
Shareholder Recordkeeping Agreement
between
THE SHAWMUT FUNDS
and
FEDERATED SERVICES COMPANY
Out-of-Pocket Expenses Schedule
Pursuant to Section Two: Shareholder Recordkeeping
Out-of-Pocket expenses include, but are not limited to the following:
- Postage (including overnight courier service)
- Statement Stock
- Envelopes
- Telephones
- Telecommunication Charges (including FAX)
- Travel
- Duplicating
- Forms
- Supplies
- Microfiche
- Computer Access Charges
- Client Specific System Enhancements
- Access to the Shareholder Recordkeeping System
Exhibit 15(i) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
PLAN OF DISTRIBUTION
This Plan ("Plan") is adopted as of this 25th day of November,
1992, by the Board of Trustees of The Shawmut Funds, a Massachusetts
business trust (the "Trust"), with respect to certain classes of shares
("Classes") of the portfolios of the Trust (the "Portfolios") set forth
in exhibits hereto.
1. This Plan is adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act") so as to allow
the Trust to make payments as contemplated herein, in conjunction with
the distribution of shares of the Portfolios or their respective Classes
("Shares").
2. This Plan is designed to finance activities of Federated
Securities Corporation ("FSC") principally intended to result in the
sale of Shares including: (a) providing incentives to broker/dealers
("Brokers") to sell Shares and to provide administrative support
services to the Portfolios and their shareholders with respect to the
Classes; (b) compensating other participating financial institutions and
other persons ("Administrators") for providing administrative support
services to the Portfolios and their shareholders with respect to the
Portfolios or their respective Classes; and (c) paying for the costs
incurred in conjunction with advertising and marketing of Shares
including expenses of preparing, printing and distributing prospectuses
and sales literature to prospective shareholders, Brokers or
Administrators and (d) other costs incurred in the implementation and
operation of the Plan. In compensation for services provided pursuant
to this Plan, FSC will be paid a fee in respect of the Portfolio or
Class set forth on the applicable exhibit.
3. Any payment to FSC in accordance with this Plan will be made
pursuant to the "Distribution Agreement" entered into by the Trust and
FSC. Any payments made by FSC to Brokers and Administrators with funds
received as compensation under this Plan will be made pursuant to a
"Rule 12b-1 Agreement" entered into by FSC and Broker or Administrator.
4. FSC has the right (i) to select, in its sole discretion, the
Brokers and Administrators to participate in the Plan and (ii) to
terminate without cause and in its sole discretion any Rule 12b-1
Agreement.
5. Quarterly in each year that this Plan remains in effect, FSC
shall prepare and furnish to the Board of Trustees of the Trust, and the
Board of Trustees shall review, a written report of the amounts expended
under the Plan and the purpose for which such expenditures were made.
6. This Plan shall become effective with respect to each
Portfolio or Class (i) after approval by majority votes of: (a) the
Trust's Board of Trustees, cast in person at a meeting called for the
purpose of voting on the Plan; (b) the Trustees who are not interested
persons of the Trust within the meaning of Section 2(a)(19) of the Act
and who have no direct or indirect financial interest in the operation
of the Plan or in any agreements related to the Plan ("Disinterested
Trustees"), cast in person at a meeting called for the purpose of voting
on the Plan and (c) the outstanding voting securities of the particular
Portfolio or Class, as the case may be, as defined in Section 2(a)(42)
of the Act and (ii) upon execution of an exhibit adopting this Plan with
respect to such Portfolio or Class.
7. This Plan shall remain in effect with respect to each
Portfolio or Class presently set forth on an exhibit and any subsequent
Portfolios or Classes added pursuant to an exhibit during the initial
year of this Plan for the period of one year from the date set forth
above and may be continued thereafter if this Plan is approved with
respect to each Portfolio or Class at least annually by a majority of
the Trust's Board of Trustees and a majority of the Disinterested
Trustees, cast in person at a meeting called for the purpose of voting
on such Plan. If this Plan is adopted with respect to a Portfolio or
Class after the first annual approval by the Trustees as described
above, this Plan will be effective as to that Portfolio or Class upon
execution of the applicable exhibit pursuant to the provisions of
paragraph 6(ii) above and will continue in effect until the next annual
approval of this Plan by the Trustees and thereafter for successive
periods of one year subject to approval as described above.
8. All material amendments to this Plan must be approved by a
vote of the Board of Trustees of the Trust and of the Disinterested
Trustees, cast in person at a meeting called for the purpose of voting
on it.
9. This Plan may not be amended in order to increase materially
the costs which a Portfolio or Class may bear for distribution pursuant
to the Plan without being approved by a majority vote of the outstanding
voting securities of that Class as defined in Section 2(a)(42) of the
Act.
10. This Plan may be terminated with respect to a particular
Portfolio or Class at any time by: (a) a majority vote of the
Disinterested Trustees; (b) a vote of a majority of the outstanding
voting securities of the particular Portfolio or Class as defined in
Section 2(a)(42) of the Act; or (c) FSC on 60 days notice to the Trust.
11. While this Plan shall be in effect, the nomination of
persons to serve as Trustees who are not interested persons of the Trust
within the meaning of Section 2(a)(19) of the Act shall be committed to
the discretion of the Disinterested Trustees then in office.
12. All agreements with any person relating to the
implementation of this Plan shall be in writing and any agreement
related to this Plan shall be subject to termination, without penalty,
pursuant to the provisions of Paragraph 10 herein.
13. This Plan shall be construed in accordance with and governed
by the laws of the Commonwealth of Massachusetts; provided, however,
that nothing herein shall be construed in a manner inconsistent with the
Act or any rule or regulation promulgated by the Securities and Exchange
Commission thereunder.
EXHIBIT A
to the
Plan of Distribution
THE SHAWMUT FUNDS
Shawmut Prime Money Market Fund
Shawmut Limited Term Income Fund
Shawmut Intermediate Government Income Fund
Shawmut Fixed Income Fund
Shawmut Growth and Income Equity Fund
Shawmut Growth Equity Fund
Shawmut Small Capitalization Equity Fund
This Plan is adopted by The Shawmut Funds with respect to the
Shares of the Portfolios of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of 0.50 of 1%
of the average aggregate net asset value of the Shares of each Portfolio
of the Trust held during the month.
Witness the due execution hereof this 25th day of November, 1992.
The Shawmut Funds
By:/s/Edward E. Gonzales
President
EXHIBIT B
to the
Plan of Distribution
THE SHAWMUT FUNDS
Shawmut Prime Money Market Fund - Investment Shares
This Plan is adopted by The Shawmut Funds with respect to the
Shares of the Portfolios of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of 0.50 of 1%
of the average aggregate net asset value of the Shares of each Portfolio
of the Trust held during the month.
Witness the due execution hereof this 11th day of February, 1993.
The Shawmut Funds
By:/s/Edward E. Gonzales
President
EXHIBIT C
to the
Plan of Distribution
THE SHAWMUT FUNDS
Shawmut Limited Term Income Fund - Investment Shares
This Plan is adopted by The Shawmut Funds with respect to the
Shares of the Portfolios of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of 0.50 of 1%
of the average aggregate net asset value of the Shares of each Portfolio
of the Trust held during the month.
Witness the due execution hereof this 11th day of February, 1993.
The Shawmut Funds
By:/s/Edward E. Gonzales
President
EXHIBIT D
to the
Plan of Distribution
THE SHAWMUT FUNDS
Shawmut Intermediate Government Income Fund - Investment Shares
This Plan is adopted by The Shawmut Funds with respect to the
Shares of the Portfolios of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of 0.50 of 1%
of the average aggregate net asset value of the Shares of each Portfolio
of the Trust held during the month.
Witness the due execution hereof this 11th day of February, 1993.
The Shawmut Funds
By:/s/Edward E. Gonzales
President
EXHIBIT E
to the
Plan of Distribution
THE SHAWMUT FUNDS
Shawmut Fixed Income Fund - Investment Shares
This Plan is adopted by The Shawmut Funds with respect to the
Shares of the Portfolios of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of 0.50 of 1%
of the average aggregate net asset value of the Shares of each Portfolio
of the Trust held during the month.
Witness the due execution hereof this 11th day of February, 1993.
The Shawmut Funds
By:/s/Edward E. Gonzales
President
EXHIBIT F
to the
Plan of Distribution
THE SHAWMUT FUNDS
Shawmut Growth and Income Equity Fund - Investment Shares
This Plan is adopted by The Shawmut Funds with respect to the
Shares of the Portfolios of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of 0.50 of 1%
of the average aggregate net asset value of the Shares of each Portfolio
of the Trust held during the month.
Witness the due execution hereof this 11th day of February, 1993.
The Shawmut Funds
By:/s/Edward E. Gonzales
President
EXHIBIT G
to the
Plan of Distribution
THE SHAWMUT FUNDS
Shawmut Growth Equity Fund - Investment Shares
This Plan is adopted by The Shawmut Funds with respect to the
Shares of the Portfolios of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of 0.50 of 1%
of the average aggregate net asset value of the Shares of each Portfolio
of the Trust held during the month.
Witness the due execution hereof this 11th day of February, 1993.
The Shawmut Funds
By:/s/Edward E. Gonzales
President
EXHIBIT H
to the
Plan of Distribution
THE SHAWMUT FUNDS
Shawmut Small Capitalization Equity Fund - Investment Shares
This Plan is adopted by The Shawmut Funds with respect to the
Shares of the Portfolios of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of 0.50 of 1%
of the average aggregate net asset value of the Shares of each Portfolio
of the Trust held during the month.
Witness the due execution hereof this 11th day of February, 1993.
The Shawmut Funds
By:/s/Edward E. Gonzales
President
EXHIBIT I
to the
Plan of Distribution
THE SHAWMUT FUNDS
Shawmut Connecticut Intermediate Municipal Income Fund
This Plan is adopted by The Shawmut Funds with respect to the
Shares of the Portfolios of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of 0.50 of 1%
of the average aggregate net asset value of the Shares of each Portfolio
of the Trust held during the month.
Witness the due execution hereof this 1st day of March, 1993.
The Shawmut Funds
By:/s/Edward E. Gonzales
President
EXHIBIT J
to the
Plan of Distribution
THE SHAWMUT FUNDS
Shawmut Massachusetts Intermediate Municipal Income Fund
This Plan is adopted by The Shawmut Funds with respect to the
Shares of the Portfolios of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of 0.50 of 1%
of the average aggregate net asset value of the Shares of each Portfolio
of the Trust held during the month.
Witness the due execution hereof this 1st day of March, 1993.
The Shawmut Funds
By:/s/Edward E. Gonzales
President
EXHIBIT K
to the
Plan of Distribution
THE SHAWMUT FUNDS
Shawmut Connecticut Municipal Money Market Fund
This Plan is adopted by The Shawmut Funds with respect to the
Shares of the Portfolios of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of 0.50 of 1%
of the average aggregate net asset value of the Shares of each Portfolio
of the Trust held during the month.
Witness the due execution hereof this 1st day of June, 1993.
The Shawmut Funds
By:/s/Edward E. Gonzales
President
EXHIBIT L
to the
Plan of Distribution
THE SHAWMUT FUNDS
Shawmut Massachusetts Municipal Money Market Fund
This Plan is adopted by The Shawmut Funds with respect to the
Shares of the Portfolios of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of 0.50 of 1%
of the average aggregate net asset value of the Shares of each Portfolio
of the Trust held during the month.
Witness the due execution hereof this 1st day of June, 1993.
The Shawmut Funds
By:/s/Edward E. Gonzales
President
Exhibit 15(ii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
EXHIBIT M
to the
Plan of Distribution
THE SHAWMUT FUNDS
Shawmut Quantitative Equity Fund - Investment Shares
This Plan is adopted by The Shawmut Funds with respect to the
Shares of the Portfolios of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of 0.50 of 1%
of the average aggregate net asset value of the Shares of each Portfolio
of the Trust held during the month.
Witness the due execution hereof this ___ day of _____, 1994.
The Shawmut Funds
By:
President
Exhibit 15(iv) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
THE SHAWMUT FUNDS
__________________________
AMENDMENT NO. 3 to EXHIBIT A
to 12b-1 Agreement with
Federated Securities Corp. ("FSC")
Portfolios
FSC will pay the Broker fees for the following mutual funds,
portfolios or classes thereof (the "Funds") effective as of the dates
set forth below:
Name Date
Shawmut Connecticut Municipal Income Fund May 11, 1993
Shawmut Connecticut Municipal Money
Market Fund September 12, 1993
Shawmut Fixed Income Fund Investment Shares December 1, 1992
Shawmut Growth and Income Equity Fund
Investment Shares December 1, 1992
Shawmut Growth Equity Fund Investment Shares December 1, 1992
Shawmut Intermediate Government Income Fund
Investment Shares December 1, 1992
Shawmut Limited Term Income Fund
Investment Shares December 1, 1992
Shawmut Massachusetts Municipal Income Fund May 11, 1993
Shawmut Massachusetts Municipal Money
Market Fund September 12, 1993
Shawmut Prime Money Market Fund
Investment Shares December 1, 1992
Shawmut Quantitative Equity Fund , 1994
Shawmut Small Capitalization Equity Fund
Investment Shares December 1, 1992
Administrative Fees
1. During the term of this Agreement, FSC will pay Broker a
monthly fee in respect of each Fund. This fee will be computed at the
annual rate of 0.50% of the average net asset value of Shares held
during the month in accounts for which the Broker provides services
under this Agreement.
2. For the monthly period in which the Agreement becomes
effective or terminates, there shall be an appropriate proration of any
fee payable on the basis of the number of days that the Agreement is in
effect during the month.
