Registration No. 33-87498
811-8910
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. 13 [x]
(Check appropriate box or boxes.)
VINTAGE MUTUAL FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
2203 Grand Avenue
Des Moines, Iowa 50312-5338
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (515) 244-5426
MARK A. MCCLURG, President
IMG Mutual Funds, Inc.
2203 Grand Avenue
Des Moines, Iowa 50312-5338
(Name and Address of Agent for Service)
Copies of all Communications to:
JOHN C. MILES, ESQ.
Cline, Williams, Wright, Johnson & Oldfather
1900 FirsTier Bank Building
Lincoln, Nebraska 68508
Approximate Date of Proposed Public Offering: As soon as practicable after the
Registration Statement becomes effective.
It is proposed that this filing will become effective immediately pursuant to
paragraph (b) of Rule 485 under the Securities Act of 1933.
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Securites Company Act of
1940, and the Rule 24f-2 Notice for the year ended April 30, 1997 was filed on
or about June 25, 1997.
<PAGE>
VINTAGE MUTUAL FUNDS, INC.
Cross-Reference Sheet
Required by Rule 404(a)
PART A
N-1A Item No. Location in Vintage Funds Prospectus
- - ------------- ------------------------------------
1. Cover Page.............................COVER PAGE
2. Synopsis...............................PROSPECTUS SUMMARY
3. Financial Highlights...................NOT APPLICABLE
4. General Description of Registrant......INVESTMENT OBJECTIVES, POLICIES AND
RISK FACTORS OF THE FUNDS; INVESTMENT
RESTRICTIONS;GENERAL INFORMATION-
DESCRIPTION OF THE COMPANY AND ITS
SHARES
5. Management of the Fund.................MANAGEMENT OF THE COMPANY
6. Capital Stock and Other
Securities.............................HOW TO PURCHASE AND REDEEM SHARES;
DIVIDENDS AND TAXES; GENERAL
INFORMATION-DESCRIPTION OF THE
COMPANY AND ITS SHARES; GENERAL
INFORMATION-MISCELLANEOUS
7. Purchase of Securities
Being Offered..........................VALUATION OF SHARES; HOW TO PURCHASE
AND REDEEM SHARES
8. Redemption or Repurchase...............HOW TO PURCHASE AND REDEEM SHARES
9. Legal Proceedings......................NOT APPLICABLE
Location in Vintage Bond Fund Prospectus
----------------------------------------
1. Cover Page.............................COVER PAGE
2. Synopsis...............................SUMMARY
3. Financial Highlights...................NOT APPLICABLE
4. General Description of Registrant......INVESTMENT OBJECTIVES AND POLICIES
5. Management of the Fund.................MANAGEMENT
6. Capital Stock and Other
Securities.............................COVER PAGE; DISTRIBUTIONS AND TAXES;
CAPITAL STOCK
7. Purchase of Securities
Being Offered..........................HOW TO INVEST
8. Redemption or Repurchase...............HOW TO REDEEM SHARES
9. Legal Proceedings......................NOT APPLICABLE
Location in Liquid Assets Fund/Municipal
Assets Fund Combined Prospectus
-------------------------------
1. Cover Page.............................COVER PAGE
2. Synopsis...............................SUMMARY
3. Financial Highlights...................NOT APPLICABLE
4. General Description of Registrant......INVESTMENT OBJECTIVES, POLICIES AND
RESTRICTIONS
5. Management of the Fund.................MANAGEMENT AND FEES
6. Capital Stock and Other Securities.....COVER PAGE; DISTRIBUTIONS AND TAXES;
ORGANIZATION AND SHARES OF THE FUNDS
7. Purchase of Securities Being Offered...OPENING AN ACCOUNT; PURCHASING SHARES
8. Redemption or Repurchase...............REDEEMING SHARES
9. Legal Proceedings......................NOT APPLICABLE
<PAGE>
PART B
Location in Vintage Funds
Statement of Additional Information
-----------------------------------
10. Cover Page.........................COVER PAGE
11. Table of Contents..................TABLE OF CONTENTS
12. General Information and History....GENERAL INFORMATION; ADDITIONAL
INFORMATION
13. Investment Objective and Policies..INVESTMENT OBJECTIVES AND POLICIES
14. Management of the Fund.............MANAGEMENT OF THE COMPANY
15. Control Persons and Principal
Holders of Securities..............ADDITIONAL INFORMATION-DESCRIPTION OF
SHARES
16. Investment Advisory and
Other Services.....................MANAGEMENT OF THE COMPANY
17. Brokerage Allocation...............MANAGEMENT OF THE COMPANY-PORTFOLIO
TRANSACTIONS
18. Capital Stock and Other
Securities.........................ADDITIONAL INFORMATION-DESCRIPTION OF
SHARES
19. Purchase, Redemption and Pricing
of Securities Being Offered........NET ASSET VALUE; ADDITIONAL PURCHASE AND
REDEMPTION INFORMATION
20. Tax Status.........................ADDITIONAL INFORMATION-ADDITIONAL TAX
INFORMATION
21. Underwriters.......................MANAGEMENT OF THE COMPANY-DISTRIBUTOR
22. Calculation of Performance data....ADDITIONAL INFORMATION
23. Financial Statements...............FINANCIAL STATEMENTS
Location in Vintage Bond Fund
Statement of Additional Information
-----------------------------------
10. Cover Page.........................COVER PAGE
11. Table of Contents..................TABLE OF CONTENTS
12. General Information and History....NOT APPLICABLE
13. Investment Objective and Policies..INVESTMENT POLICIES AND TECHNIQUES;
INVESTMENT RESTRICTIONS
14. Management of the Fund.............DIRECTORS AND OFFICERS; MANAGEMENT
OF THE FUND
15. Control Persons and Principal
Holders of Securities..............DIRECTORS AND OFFICERS; PRINCIPAL
SHAREHOLDERS; MANAGEMENT OF THE FUND
16. Investment Advisory and
Other Services.....................MANAGEMENT OF THE FUND
17. Brokerage Allocation...............FUND TRANSACTIONS AND BROKERAGE
18. Capital Stock and
Other Securities...................NOT APPLICABLE; SEE CAPITAL STOCK IN
PROSPECTUS
19. Purchase, Redemption and Pricing
of Securities Being Offered........DETERMINATION OF NET ASSET VALUE;
VALUATION OF FUND SECURITIES
20. Tax Status.........................TAXES
21. Underwriters.......................MANAGEMENT OF THE FUND
22. Calculation of Performance data....PERFORMANCE INFORMATION
23. Financial Statements...............FINANCIAL STATEMENTS
<PAGE>
Location in Liquid Assets Fund
Statement of Additional Information
-----------------------------------
10. Cover Page.........................COVER PAGE
11. Table of Contents..................TABLE OF CONTENTS
12. General Information and History....GENERAL INFORMATION AND HISTORY
13. Investment Objective and Policies..INVESTMENT OBJECTIVES, POLICIES AND
RESTRICTIONS
14. Management of the Fund.............MANAGEMENT; COMPENSATION TABLE
15. Control Persons and Principal
Holders of Securities..............PRINCIPAL SHAREHOLDERS; MANAGEMENT
16. Investment Advisory and
Other Services.....................MANAGEMENT; THE INVESTMENT
ADVISORY AGREEMENT
17. Brokerage Allocation...............MANAGEMENT
18. Capital Stock and
Other Securities...................NOT APPLICABLE; SEE ORGANIZATION AND
SHARES OF THE FUNDS IN PROSPECTUS
19. Purchase, Redemption and Pricing
of Securities Being Offered........VALUING OF FUND'S SHARES
20. Tax Status.........................TAXES
21. Underwriters.......................THE DISTRIBUTOR AND DISTRIBUTION PLAN
22. Calculation of Performance data....CALCULATION OF YIELD
23. Financial Statements...............FINANCIAL STATEMENTS
Location in Municipal Assets Fund
Statement of Additional Information
-----------------------------------
10. Cover Page.........................COVER PAGE
11. Table of Contents..................TABLE OF CONTENTS
12. General Information and History....GENERAL INFORMATION AND HISTORY
13. Investment Objective and Policies..INVESTMENT OBJECTIVES, POLICIES AND
RESTRICTIONS
14. Management of the Fund.............MANAGEMENT; COMPENSATION TABLE
15. Control Persons and Principal
Holders of Securities..............PRINCIPAL SHAREHOLDERS; MANAGEMENT
16. Investment Advisory and
Other Services.....................MANAGEMENT; THE INVESTMENT
ADVISORY AGREEMENT
17. Brokerage Allocation...............MANAGEMENT
18. Capital Stock and
Other Securities...................NOT APPLICABLE; SEE ORGANIZATION AND
SHARES OF THE FUNDS IN PROSPECTUS
19. Purchase, Redemption and Pricing
of Securities Being Offered........VALUING OF FUND'S SHARES
20. Tax Status.........................TAXES
21. Underwriters.......................THE DISTRIBUTOR AND DISTRIBUTION PLAN
22. Calculation of Performance data....CALCULATION OF YIELD
23. Financial Statements...............FINANCIAL STATEMENTS
PART C
Information required to be included in Part C is set forth under the appropriate
item, so numbered in Part C to this Registration Statement.
<PAGE>
SUPPLEMENT DATED FEBRUARY 24, 1998, TO PROSPECTUS DATED JANUARY 14, 1998
COMPLETION OF REORGANIZATIONS
In a series of transactions consummated in February 1998, the Company
acquired the assets of the former AMCORE Vintage Funds, the former Capital Value
Portfolios, Liquid Assets Fund, Inc., and Municipal Assets Fund Inc., and has
reorganized certain of its other series. Effective February 24, 1998, the
Company has changed its name to Vintage Mutual Funds, Inc. As of the date hereof
the Company is comprised of the following Funds:
Approximate
Fund Net Assets
---- ----------
Government Assets Fund $ 172,144,359
Liquid Assets Fund 94,429,862
Municipal Assets Fund 38,449,486
Vintage Limited Term Bond Fund 39,741,756
Vintage Bond Fund 15,501,734
Vintage Income Fund 104,410,653
Vintage Municipal Bond Fund 48,126,256
Vintage Balanced Fund 67,209,006
Vintage Equity Fund 452,492,130
Vintage Aggressive Growth Fund 94,051,250
Further information, including Statements of Assets and Liabilities, is
included in a supplement dated the date hereof to the Statement of Additional
Information dated January 14, 1998.
<PAGE>
SUPPLEMENT DATED FEBRUARY 24, 1998, TO STATEMENT OF ADDITIONAL INFORMATION DATED
JANUARY 14, 1998
COMPLETION OF REORGANIZATIONS
In a series of transactions consummated in February 1998, the Company
acquired the assets of several existing funds and reorganized certain of its
other series. These transactions are reflected in the attached Statements of
Assets and Liabilities (unaudited) as of February 20, 1998, and the Notes
thereto.
<PAGE>
VINTAGE MUTUAL FUNDS, INC.
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
FEBRUARY 20, 1998
<TABLE>
<CAPTION>
GOVERNMENT LIQUID MUNICIPAL
ASSETS FUND ASSETS FUND ASSETS FUND
<S> <C> <C> <C>
ASSETS:
Investments, at value 108,540,068 57,973,850 38,166,757
Repurchase Agreements 62,996,000 35,920,232 0
----------- ---------- ----------
Total Investments (amortized cost $171,536,250 ; 171,536,068 93,894,082 38,166,757
$93,894,082 and $38,166,757, respectively)
Cash 0 0 85,749
Interest and dividends receivable 915,312 801,746 223,547
Prepaid expenses 6,045 11,013 21,757
----------- ---------- ----------
Total Assets 172,457,425 94,706,841 38,497,810
----------- ---------- ----------
LIABILITIES:
Dividends payable 213,143 224,432 34,949
Accrued expenses and other payables:
Investment advisory fees 37,790 17,025 6,693
Administration fees 19,345 1,614 626
Adminitrative services fees 0 7,414 3,397
Distribution fees 0 23,545 1,292
Accounting fees 2,834 1,872 741
Transfer agent fees 1,100 1,076 626
Legal fees 1,740 0 0
Audit fees 14,530 0 0
Other 22,584 0 0
----------- ---------- ----------
Total Liabilities 313,066 276,979 48,324
NET ASSETS:
Paid-in capital 172,178,532 94,429,862 38,449,486
Distributions in excess of net investment income (17,807) 0 0
Accumulated net realized losses on investment transaction (16,366) 0 0
----------- ---------- ----------
Net Assets applicable to shares outstanding $172,144,359 $94,429,862 $38,449,486
============ =========== ===========
PRICING OF S SHARES
Net assets applicable to S shares outstanding 0 64,234,894 6,435,550
Shares outstanding, $.001 par value* 0 64,234,894 6,435,550
============ =========== ===========
Net asset value-offering and redemption price per share $1.00 $1.00 $1.00
============ =========== ===========
PRICING OF T SHARES
Net assets applicable to S shares outstanding 172,144,359 17,147,410 11,265,899
"Shares outstanding, $.001 par value*" 172,144,359 17,147,410 11,265,899
============ =========== ===========
Net asset value-offering and redemption price per share $1.00 $1.00 $1.00
============ =========== ===========
PRICING OF I SHARES
Net assets applicable to S shares outstanding 9,456,040 20,748,037
"Shares outstanding, $.001 par value*" 9,456,040 20,748,037
=========== ===========
Net asset value-offering and redemption price per share $1.00 $1.00
=========== ===========
PRICING OF S2 SHARES
Net assets applicable to S shares outstanding 3,591,517
"Shares outstanding, $.001 par value*" 3,591,517
===========
Net asset value-offering and redemption price per share $1.00
===========
*Shares outstanding reflect rounding to the nearest whole share.
</TABLE>
See notes to statements of assets and liabilities.
<PAGE>
VINTAGE MUTUAL FUNDS, INC.
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
FEBRUARY 20, 1998
<TABLE>
<CAPTION>
VINTAGE VINTAGE VINTAGE
LIMITED TERM BOND INCOME
BOND FUND FUND FUND
<S> <C> <C> <C>
ASSETS:
Investments, at value (cost $38,785,925; $15,074,184 39,500,100 15,359,269 103,309,287
and $101,028,447, respectively)
Interest and dividends receivable 272,898 147,508 1,143,117
Receivable from brokers for investments sold 0 874 0
Receivable for capital shares issued 2,120 0 35,000
----------- ----------- -----------
Total Assets 39,775,118 15,507,650 104,487,404
----------- ----------- -----------
LIABILITIES:
Payable for capital shares redeemed 199 0 0
Accrued expenses and other payables:
Investment advisory fees 15,258 2,588 33,985
Administration fees 4,721 0 11,328
Adminitrative services fees 3,781 819 9,186
Distribution fees 0 562 0
Accounting fees 865 335 1,322
Transfer agent fees 1,461 379 888
Legal fees 427 0 577
Audit fees 2,691 0 12,143
Custodian fees 552 335 0
Other 3,407 899 7,322
----------- ----------- -----------
Total Liabilities 33,362 5,917 76,751
NET ASSETS:
Paid-in capital 39,423,159 15,142,040 104,868,438
Undistributed net investment income 38,352 74,610 9,052
Net unrealized appreciation on investments 714,175 285,084 2,280,840
Accumulated net realized gains on investment transactions (433,930) 0 (2,747,677)
----------- ----------- -----------
Net Assets applicable to shares outstanding $39,741,756 $15,501,734 $104,410,653
=========== =========== ============
Shares outstanding, $.001 par value* 3,936,356 1,547,589 10,309,941
=========== =========== ============
Net asset value-offering and redemption price per share $10.10 $10.02 $10.13
=========== =========== ============
*Shares outstanding reflect rounding to the nearest whole share.
</TABLE>
See notes to statements of assets and liabilities.
<PAGE>
VINTAGE MUTUAL FUNDS, INC.
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
FEBRUARY 20, 1998
<TABLE>
<CAPTION>
VINTAGE VINTAGE VINTAGE VINTAGE
MUNICIPAL BALANCED EQUITY AGGRESSIVE
BOND FUND FUND FUND GROWTH FUND
<S> <C> <C> <C> <C>
ASSETS:
Investments, at value (cost $45,835,881; $53,911,229; 47,623,991 66,062,783 452,013,878 93,402,497
$271,863,560 and $70,374,875, respectively)
Cash 0 4,959 190,706 0
Interest and dividends receivable 489,499 268,076 550,941 44,109
Receivable from brokers for investments sold 0 925,556 0 1,885,929
Receivable for capital shares issued 58,000 12,452 531,364 41,294
----------- ----------- ------------ -----------
Total Assets 48,171,490 67,273,826 453,286,889 95,373,829
----------- ----------- ------------ -----------
LIABILITIES:
Payable for capital shares redeemed 0 20,117 130,657 56,157
Payable to brokers for investments purchased 0 0 332,275 1,183,813
Accrued expenses and other payables:
Investment advisory fees 15,816 22,403 170,144 48,095
Administration fees 5,590 6,532 50,207 10,740
Adminitrative services fees 5,265 5,142 43,432 10,097
Distribution fees 0 0 0 0
Accounting fees 610 1,125 6,940 1,755
Transfer agent fees 0 1,326 9,229 3,108
Legal fees 482 459 3,829 842
Audit fees 10,364 3,136 23,097 5,385
Custodian fees 0 2,080 0 0
Other 7,107 2,500 24,949 2,587
----------- ----------- ------------ -----------
Total Liabilities 45,234 64,820 794,759 1,322,579
NET ASSETS:
Paid-in capital 46,302,919 54,732,178 272,202,505 70,808,667
Undistributed (distributions in excess of)
net investment income 35,225 61,640 (262,414) (520,405)
Net unrealized appreciation on investments 1,788,110 12,151,555 180,150,317 23,027,622
Accumulated undistributed net realized gains
on investment transactions 2 263,633 401,722 735,366
----------- ----------- ------------ -----------
Net Assets applicable to shares outstanding $48,126,256 $67,209,006 $452,492,130 $94,051,250
=========== =========== ============ ===========
Outstanding units of benefical interest (shares) 4,499,131 4,591,504 5,847,319
=========== =========== ===========
Net asset value-offering and redemption price per share $10.70 $14.64 $16.08
=========== =========== ===========
PRICING OF S SHARES
Net assets applicable to S shares outstanding 191,338,445
Shares outstanding, $.001 par value* 9,560,595
============
Net asset value-offering and redemption price per share $20.01
============
PRICING OF T SHARES
Net assets applicable to S shares outstanding 261,153,685
Shares outstanding, $.001 par value* 13,045,554
============
Net asset value-offering and redemption price per share $20.02
============
*Shares outstanding reflect rounding to the nearest whole share.
</TABLE>
See notes to statements of assets and liabilities.
<PAGE>
VINTAGE MUTUAL FUNDS, INC.
NOTES TO STATEMENTS OF ASSETS AND LIABILITIES
FEBRUARY 20, 1998
(UNAUDITED)
1. ORGANIZATION:
IMG Mutual Funds, Inc. was incorporated on November 16, 1994 and capitalized on
May 1, 1995. IMG Mutual Funds, Inc. was renamed Vintage Mutual Funds, Inc., (the
"Fund"), in February 1998. The Fund is registered under the Investment Company
Act of 1940 (the "1940 Act"), as amended, as a diversified open-end management
investment company issuing its shares in ten series, each series representing a
diversified portfolio with distinct investment objectives and policies. The
Government Assets Fund's investment objective is to seek current income
consistent with maintaining liquidity and stability of principal by investing
exclusively in short-term U.S. Treasury bills, notes and other short-term
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, and repurchase agreements with respect thereto. The
investment objective of the Liquid Assets Fund is maximum current income
consistent with safety of principal and maintenance of liquidity. The investment
objective of the Municipal Assets Fund is maximum current income exempt from
federal income tax, consistent with safety of principal and maintenance of
liquidity. The investment objective of the Vintage Limited Term Bond Fund is to
seek total return from a portfolio of limited term fixed income securities. The
Vintage Limited Term Bond Fund invests primarily in a diversified portfolio of
fixed income securities including certain types of fixed income securities that
may exhibit greater volatility. The Vintage Limited Term Bond Fund expects to
maintain a dollar-weighted average portfolio maturity of 1 to 4 years. The
Vintage Bond Fund's investment objective is to obtain income by investing in a
portfolio of fixed income securities and, secondarily, to seek capital
appreciation consistent with the preservation of capital and prudent investment
risk. The Vintage Bond Fund will invest at least 65 percent of its total assets
in High-Quality Fixed Income Securities at all times. The investment objective
of the Vintage Income Fund is to seek current income, consistent with the
preservation of capital. The Vintage Income Fund invests primarily in fixed
income securities and expects to maintain a dollar-weighted average portfolio
maturity of 4 to 10 years. The investment objective of the Vintage Municipal
Bond Fund is to seek current income, consistent with the preservation of
capital, that is exempt from federal income taxes. The Vintage Municipal Bond
Fund invests primarily in a diversified portfolio of tax-exempt fixed income
securities and expects to maintain a dollar-weighted average portfolio maturity
of 4 to 10 years. The investment objective of the Vintage Balanced Fund is to
seek long-term growth of capital and income. The Vintage Balanced Fund invests
primarily in a diversified portfolio of equity securities and fixed income
securities. The Vintage Balanced Fund expects to maintain a dollar-weighted
average portfolio maturity of 4 to 10 years on the fixed income portion of the
portfolio. The investment objective of the Vintage Equity Fund is long-term
capital appreciation. The Vintage Equity Fund invests primarily in a diversified
portfolio of equity securities of mainly large capitalization companies with
strong earnings potential. The investment objective of the Vintage Aggressive
Growth Fund is long-term capital growth. The Vintage Aggressive Growth Fund
invests primarily in common stocks and other equity-type securities of small,
medium and large capitalized companies that exhibit a strong potential for price
appreciation relative to other equity securities.
The Government Assets Fund offers two classes of shares. T Shares are normally
offered through trust organizations or others providing shareholder services
such as establishing and maintaining records and accounts for their customers
who invest in T Shares, assisting customers in processing purchase, exchange and
redemption requests, and responding to customers' inquiries regarding their
accounts. S Shares are offered directly or through other broker-dealers. S
Shares accrue daily dividends in the same manner as T Shares except that S
Shares bear distribution and/or shareholder administrative servicing fees which
T Shares do not. Differences in class level expenses may affect performance.
Liquid Assets Fund and Municipal Assets Fund offer three classes of shares. S
Shares are offered to customers of banks. S Shares are normally offered through
financial institutions providing automatic "sweep" investment programs to their
own customers. T Shares may be purchased only by financial institutions acting
on their own behalf or on behalf of certain customers' accounts. I Shares may be
purchased by individual and institutional investors directly from the Fund's
Distributor. T Shares and I Shares accrue daily dividends in the same manner as
S Shares except that each class bears separate distribution and/or shareholder
servicing fees. Liquid Assets Fund also offers S2 Shares which are offered
through financial institutions providing automatic "sweep" investment programs
to their own customers.
The Vintage Equity Fund offers two classes of shares. T Shares are normally
offered through trust organizations or others providing shareholder services
such as establishing and maintaining records and accounts for their customers
who invest in T Shares, assisting customers in processing purchase, exchange and
redemption requests, and responding to customers' inquiries regarding their
accounts. The Vintage Equity Fund also offers S Shares which accrue daily
dividends in the same manner as T Shares except that each class bears separate
distribution and/or shareholder administrative servicing fees.
Each class of shares has equal rights as to earnings, assets, and voting
privileges except that each class bears different distribution expenses. Each
class of shares has exclusive voting rights with respect to matters that affect
just that class. Income, expenses (other than expenses attributable to a
specific class), and realized and unrealized gains or losses on investments are
allocated to each class of shares based upon its relative net assets.
2. SIGNIFICANT ACCOUNTING POLICIES:
The following is a summary of significant accounting policies followed by the
Fund in the preparation of the financial statements. The policies are in
conformity with generally accepted accounting principles. The preparation of
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of increase and decrease in net assets from operations
during the period. Actual results could differ from those estimates.
SECURITIES VALUATION:
Investments of the Government Assets Fund, the Liquid Assets Fund and the
Municipal Assets Fund (the "money market funds") are valued at either amortized
cost, which approximates market value, or at original cost which when combined
with accrued interest approximates market value. Under the amortized cost method
of valuation, discount or premium is amortized on a constant basis to the
maturity of the security. In addition, the money market funds may not (a)
purchase any instrument with a remaining maturity greater than 397 days unless
such investment is subject to a demand feature, or (b) maintain a
dollar-weighted-average portfolio maturity which exceeds 90 days.
Investments in common and preferred stocks, commercial paper, corporate bonds,
municipal bonds, U.S. Government securities and U.S. Government agency
securities of the Vintage Limited Term Bond Fund, the Vintage Bond Fund, the
Vintage Income Fund, the Vintage Municipal Bond Fund, the Vintage Balanced Fund,
the Vintage Equity Fund and the Vintage Aggressive Growth Fund (collectively the
"variable net asset funds") are valued at their market values determined on the
basis of the latest available bid quotation in the principal market (closing
sales prices if the principal market is an exchange) in which such securities
are normally traded. Fixed income securities held in the variable net asset
funds are valued on the basis of valuations furnished by a pricing service that
utilizes electronic data processing techniques to determine valuations for
normal institutional sized trading units of fixed income securities without
regard to sale or bid prices when such valuations are believed to more
accurately reflect the fair market value of such institutional securities.
Otherwise sale or bid prices are used. Fixed income securities having maturities
of 60 days of less are valued by the amortized cost method. Investments in
investment companies are valued at their respective net asset values as reported
by such companies. Securities, including restricted securities, for which market
quotations are not readily available, are valued at fair market value as
determined in good faith by the investment adviser under the supervision of the
Fund's Board of Directors. The difference between the cost and market values of
investments held by the variable net asset funds is reflected as either
unrealized appreciation or depreciation.
SECURITY TRANSACTIONS AND RELATED INCOME:
Security transactions are accounted for on the date the security is purchased or
sold ("trade date"). Interest income is recognized on the accrual basis.
Original issue discounts and premiums on securities purchased are amortized over
the expected life of the respective securities. Dividend income is recorded on
the ex-dividend date. Gains or losses realized on sales of securities are
determined by comparing the identified cost of the security lot sold with the
net sales proceeds.
REPURCHASE AGREEMENTS:
The Funds may engage in repurchase agreements with financial institutions such
as banks, brokers, or dealers that the investment advisor, Investors Management
Group, ("IMG"), deems creditworthy under guidelines approved by the Fund's Board
of Directors, subject to the seller's agreement to repurchase such securities at
a mutually agreed-upon date and price. Independent custodian must receive
delivery of the underlying securities. The market value of these securities
(including accrued interest) on acquisition date is required to be an amount
equal to 102% of the resale price, and will not be less than 100% of the resale
price over the term of the agreement. The repurchase price generally equals the
price paid plus interest negotiated on the basis of current short-term rates,
which may be more or less than the rate on the underlying portfolio securities.
The seller, under an agreement to repurchase, is required to maintain, with the
Fund's custodian, the value of collateral held pursuant to the agreement at not
less than the repurchase price (including accrued interest). Securities subject
to repurchase agreements are held by the Fund's custodian, another qualified
custodian or in the Federal Reserve/Treasury book-entry system. Repurchase
agreements are considered to be loans by a Fund under the 1940 Act.
LOAN CERTIFICATES:
The Liquid Assets Fund may invest in FmHA Guaranteed Loan Certificates which
represent interests in the guaranteed portion of Farmer's Home Administration
("FmHA") loans issued by one or more guaranteed loan trusts subject to
repurchase on no more than 5 business days' written notice. The Loan
Certificates are diversified through limitations on certificates sold by any one
individual bank.
TRUST CERTIFICATES:
The Liquid Assets Fund may invest in U. S. Government Guaranteed Student Loans
(the Trust) which represent interests in student loans sold by certain Iowa
banks subject to repurchase, on no more than 7 days written notice. The Trust
and, accordingly, the Trust Certificates are diversified through a limitation on
certificates sold by any individual bank. Each individual bank may not sell more
than 5 percent of the outstanding Trust Certificates.
SECURITIES PURCHASED ON A WHEN ISSUED OR DELAYED DELIVERY BASIS:
Each fund may purchase securities on a when-issued or delayed-delivery basis.
When-issued securities are securities purchased with delivery to occur at a
later date at a stated price and/or yield, thereby, involving the risk that the
price and/or yield obtained may be more or less than those available in the
market when delivery takes place. At the time a Fund makes commitment to
purchase a security on a when-issued basis, the Fund records the transaction and
reflects the value of the security in determining net asset value. A segregated
account is established and the Fund maintains cash and marketable securities at
least equal in value to commitments for when-issued securities.
DIVIDENDS TO SHAREHOLDERS:
Dividends from net investment income are declared daily and paid monthly for the
Government Assets Fund, the Liquid Assets Fund and the Municipal Assets Fund.
Dividends from net investment income are declared and paid monthly for the
Vintage Income Fund and the Vintage Municipal Bond Fund. Dividends from net
investment income are declared and paid quarterly for the Vintage Limited Term
Bond Fund, the Vintage Bond Fund, the Vintage Balanced Fund, the Vintage Equity
Fund and the Vintage Aggressive Growth Fund. Distributable net realized capital
gains, if any, are declared and distributed at least annually for each of the
Funds. These dividends are determined in accordance with income tax regulations
which may differ from generally accepted accounting principles. These
differences are primarily due to deferrals of certain losses.
FEDERAL TAXES:
The Fund's policy is to comply with the requirements of the Internal Revenue
Code applicable to regulated investment companies and to distribute taxable
income to shareholders in amounts that will avoid or minimize federal income or
excise taxes of the Fund. Net investment income and net realized gains (losses)
for the Funds may differ for financial statement and tax purposes. The character
of distributions made during the year from net investment income or net realized
gains may differ from their ultimate characterization for federal income tax
purposes. Also, due to the timing of dividend distributions, the fiscal year in
which amounts are distributed may differ from the year that the income or
realized gains (losses) were recorded by the Funds. It is unlikely the Board of
Directors will authorize a distribution of any net realized capital gains until
the available capital loss carryover has been offset or expires.
EXPENSES:
Expenses that are directly related to one of the Funds are charged directly to
that Fund. Expenses relating to the Funds collectively are prorated to the Funds
on the basis of each Fund's relative net assets. Other Expenses for the Fund are
prorated to the Funds on the basis of relative net assets.
3. RELATED PARTY TRANSACTIONS:
Pursuant to an investment advisory agreement, investment advisory services are
provided to the Funds by IMG. Under the terms of the investment advisory
agreement, IMG is entitled to receive fees computed daily based on a percentage
of the average daily net assets of each Fund.
IMG is also the administrator for the Funds (the "Administrator"). Under the
terms of the management and administration agreement, the Administrator's fees
are computed daily as a percentage of the average net assets of each Fund.
IMG also serves the Funds as Transfer Agent and Fund Accountant. BISYS Fund
Services, Inc., ("BISYS") serves as sub-transfer agent to the Funds through a
Sub-Transfer Agent Agreement with the Funds and IMG. Under the terms of the
Transfer Agency and Sub-Transfer Agent Agreements, IMG and BISYS's fees are
computed on the basis of number of shareholders of each Fund. Under the Fund
Accounting Agreement, IMG's fees are computed daily based on a percentage of
average daily net assets of each Fund
Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a Distribution
and Shareholder Service Plan, (the "Plan"), pursuant to which the Funds are
authorized to pay or reimburse BISYS, as distributor, a periodic amount
calculated at an annual rate not to exceed twenty-five one hundredths of one
percent (0.25%) of the average daily net assets of the variable net asset funds
and at an annual rate not to exceed fifty one hundredths of one percent (0.50%)
of the average daily net assets of the money market funds. Such amounts may be
used to pay banks for administrative and shareholder services and to pay
broker-dealers and other institutions for similar services, including
distribution services (each such bank, broker-dealer and other institution is
hereafter referred to as a "Participating Organization"), pursuant to an
agreement between BISYS Fund Services, Inc., and the Participating Organization.
Under the Plan, a Participating Organization may include BISYS Fund Services,
Inc., its subsidiaries and its affiliates.
As authorized by the Plan, the Distributor has entered into a Rule 12b-1
Agreement with AMCORE Bank pursuant to which AMCORE Bank has agreed to provide
certain administrative and shareholder support services in connection with
Shares of a Fund purchased and held by AMCORE Bank for the accounts of its
Customers and Shares of a Fund purchased and held by Customers of AMCORE Bank
directly, including, but not limited to, processing automatic investments of
AMCORE Bank's Customer account cash balances in Shares of a Fund and
establishing and maintaining the systems, accounts and records necessary to
accomplish this service, establishing and maintaining Customer accounts and
records, processing purchase and redemption transactions for Customers,
answering routine Customer questions concerning the Funds and providing such
office space, equipment, telephone facilities and personnel as is necessary and
appropriate to accomplish such matters. In consideration of such services,
AMCORE Bank may receive a monthly fee, computed at the annual rate of
twenty-five one-hundredths of one percent (.25%) of the average aggregate net
asset value of the Shares of the Fund held during the period in Customer
accounts for which AMCORE Bank has provided services under this Agreement. The
Distributor will be compensated by a Fund in an amount equal to any payments it
makes to AMCORE Bank under the Rule 12b-1 Agreement. Currently, it is intended
that no such amounts will be paid under the Plan or the Rule 12b-1 Agreement by
any of the Funds except Liquid Assets Fund and Municipal Assets Fund.
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
(1) Included in Part A:
None
(2) Included in Part B:
Statement of Assets and Liabilities (unaudited),
February 20, 1998
(3) Incorporated by reference in Part B:
Independent Auditors' Report dated May 30, 1997
Schedule of Investments, April 30, 1997
Statement of Assets and Liabilities, April 30, 1997
Statement of Operations for Year Ended April 30, 1997
Statement of Changes in Net Assets for the Periods
Ended April 30, 1997, and April 30, 1996
(4) Included in Part C:
None
(b) Exhibits
Exhibit No. Description
-------------------------
1. (a) Articles of Incorporation, incorporated by
reference to the Fund's Registration
Statement, filed December 14, 1994
(b) Articles Supplementary, incorporated by
reference to Post-Effective Amendment
No. 9 filed January 6, 1998
(c) Articles of Amendment filed herewith
2. Bylaws, incorporated by reference to the
Fund's Registration Statement, filed
December 14, 1994
5. (a)(1) Transfer Agent, Dividend Disbursing Agent
and Shareholder Servicing Agent Agreement,
incorporated by reference to the Fund's
Registration Statement, filed
December 14, 1994
5. (a)(2) Form of Transfer Agency Agreement,
incorporated by reference to Post-Effective
Amendment No. 7 filed November 7, 1997
5. (b)(1) Investment Advisory Agreement, incorporated
by reference to the Fund's Registration
Statement, filed December 14, 1994
5. (b)(2) Form of Investment Advisory Agreement,
incorporated by reference to Post-Effective
Amendment No. 7 filed November 7, 1997
5. (c)(1) Administrative Services Agreement,
incorporated by reference to the Fund's
Registration Statement, filed
December 14, 1994
5. (c)(2) Form of Management and Administrative
Agreement, incorporated by reference to
Post-Effective Amendment No. 7 filed
November 7, 1997
5. (d)(1) Fund Accounting Agreement, incorporated by
reference to the Fund's Registration
Statement, filed December 14, 1994
5. (d)(2) Form of Fund Accounting Agreement,
incorporated by reference to Post-Effective
Amendment No. 7 filed November 7, 1997
6. (a) Distribution Agreement, incorporated
by reference to the Fund's Registration
Statement, filed December 14, 1994
6. (b) Form of Distribution Agreement, incorporated
by reference to Post-Effective Amendment
No. 7 filed November 7, 1997
8. (a) Custodial Agreement, incorporated by
reference to the Fund's Registration
Statement, filed December 14, 1994
8. (b) Form of Custodial Agreement, incorporated
by reference to Post-Effective Amendment
No. 7 filed November 7, 1997
8. (c) Form of Custodial Agreement, incorporated
by reference to Post-Effective Amendment
No. 8 filed November 12, 1997
9. (a) Shareholder Services Plan, incorporated
by reference to the Fund's Registration
Statement, filed December 14, 1994
9. (b) Form of Administrative Services Plan,
incorporated by reference to Post-Effective
Amendment No. 7 filed November 7, 1997
10. Opinion of Ober, Kaler, Grimes & Shriver,
incorporated by reference to Pre-Effective
Amendment No. 2 filed May 4, 1995
10. (a) Opinion of Ober, Kaler, Grimes & Shriver,
incorporated by reference to Post-Effective
Amendment No. 4 filed March 18, 1996
10. (b) Opinion of Ober, Kaler, Grimes & Shriver
for Liquid Assets Fund and Municipal Assets
Fund, incorporated by reference to Post-
Effective Amendment No. 9
filed January 6, 1998
10. (c) Opinion of Ober, Kaler, Grimes & Shriver
for Vintage Funds, incorporated by reference
to Post-Effective Amendment No. 9
filed January 6, 1998
11. Power of Attorney, incorporated by
reference to the Fund's Registration
Statement, filed December 14, 1994
13. Subscription Agreement of Initial
Stockholder, incorporated by reference to
the Fund's Registration Statement,
filed December 14, 1994
15. (a) Distribution Plan, incorporated by reference
to the Fund's Registration Statement, filed
December 14, 1994
15. (b) Distribution Plan, incorporated by reference
to Post-Effective Amendment No. 7 filed
November 7, 1997
15. (c) Distribution Plan, incorporated by reference
to Post-Effective Amendment No. 7 filed
November 7, 1997
15. (d) Distribution and Shareholder Services Plan,
incorporated by reference to Post-Effective
Amendment No. 8 filed November 12, 1997
16. (a) 18f3 Plan, incorporated by reference to
Pre-Effective Amendment No. 3,
filed May 18, 1995
16. (b) Amended 18f3 Plan, incorporated by reference
to Post-Effective Amendment No. 8 filed
November 12, 1997
17. Calculation of Yield Quotations, included
in Part B of this Registration Statement
Item 29. PRINCIPAL UNDERWRITERS.
(a)(1) BISYS Fund Services will act as distributor for the Vintage
Mutual Funds, Inc., and also distribute the securities of The
Victory Funds, The Riverfront Funds, Inc., The HighMark Group,
The Parkstone Group of Funds, The BB&T Mutual Funds Group, the
Summit Investment Trust, the Qualivest Funds, The ARCH Fund,
Inc., the American Performance Funds, The Sessions Group, the
Pacific Capital Funds, the AmSouth Mutual Funds, the MMA
Praxos Mutual Funds, the Market Watch Funds and M.S.D.&T
Funds, each of which is a open-end management investment
company.
(b)(1) Partners of BISYS Fund Services, as of March 31, 1997, were as
follows:
Positions and Positions and
Name and Principal Offices with Offices with
Business Address BISYS Fund Services Registrant
- - ------------------ ------------------- -------------
BISYS Fund Services, Inc. Sole General Partner None
3435 Stelzer Road
Columbus, Ohio 43219
WC Subsidiary Corporation Sole Limited Partner None
150 Clove Road
Little Falls, New Jersey 07424
The BISYS Group, Inc. Sole Shareholder of
150 Clove Road General Partner
Little Falls, New Jersey 07424
(c) Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the Investment
Company Act of 1940, the Registrant certifies that it has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Des Moines, State of Iowa, on the 24th day of
February, 1998.
VINTAGE MUTUAL FUNDS, INC.
By _/s/__Mark A. McClurg________________
Mark A. McClurg, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the date indicated.
Signature Title
_/s/__David W. Miles________ Director
David W. Miles
_/s/__Mark A. McClurg_______ President, Principal
Mark A. McClurg Executive Officer,
Principal Financial and
Accounting Officer and
Director
__________________________
|
_/s/__Johnny Danos__________ Director > _/s/_David W. Miles__
Johnny Danos | by David W. Miles
| Attorney in Fact
| February 24, 1998
_/s/__Debra Johnson_________ Director |
Debra Johnson |
|
_/s/__Edward Stanek_________ Director |
Edward Stanek |
__________________________|
<PAGE>
VINTAGE MUTUAL FUNDS, INC.
EXHIBIT VOLUME
TO
POST-EFFECTIVE AMENDMENT NO. 10
FORM N-1A REGISTRATION STATEMENT
<PAGE>
VINTAGE MUTUAL FUNDS, INC.
EXHIBIT INDEX
Exhibit
Number Description Page
1. (a) Articles of Incorporation, incorporated by
reference to the Fund's Registration Statement,
filed December 14, 1994....................................
1. (b) Articles Supplementary, incorporated by
reference to Post-Effective Amendment
No. 9, filed January 6, 1998...............................
1. (c) Articles of Amendment, filed herewith......................
2. Bylaws, incorporated by reference to the Fund's
Registration Statement, filed December 14, 1994............
5. (a)(1) Transfer Agent, Dividend Disbursing Agent and
Shareholder Servicing Agent Agreement, incorporated
by reference to the Fund's Registration Statement,
filed December 14, 1994....................................
5. (a)(2) Form of Transfer Agency Agreement, incorporated by
reference to Post-Effective Amendment no. 7 filed
November 7, 1997...........................................
5. (b)(1) Investment Advisory Agreement, incorporated by
reference to the Fund's Registration Statement,
filed December 14, 1994....................................
5. (b)(2) Form of Investment Advisory Agreement, incorporated by
reference to Post-Effective Amendment No. 7 filed
November 7, 1997...........................................
5. (c)(1) Administrative Services Agreement, incorporated by
reference to the Fund's Registration Statement,
filed December 14, 1994....................................
5. (c)(2) Form of Management and Administration Agreement,
incorporated by reference to Post-Effective Amendment
No. 7 filed November 7, 1997...............................
5. (d)(1) Fund Accounting Agreement, incorporation by
reference to the Fund's Registration Statement,
filed December 14, 1994....................................
5. (d)(2) Form of Fund Accounting Agreement, incorporated by
reference to Post-Effective Amendment No. 7
filed November 7, 1997.....................................
6. (a) Distribution Agreement, incorporated by reference
to the Fund's Registration Statement, filed
December 14, 1994..........................................
6. (b) Form of Distribution Agreement, incorporated by
reference to Post-Effective Amendment No. 7
filed November 7, 1997.....................................
8. (a) Custodial Agreement, incorporated by reference
to the Fund's Registration Statement, filed
December 14, 1994..........................................
8. (b) Form of Custodial Agreement, incorporated by
reference to Post-Effective Amendment No. 7
filed November 7, 1997.....................................
8. (c) Form of Custodial Agreement, incorporated by
reference to Post-Effective Amendment No. 8
filed November 12, 1997....................................
9. (a) Shareholder Services Plan, incorporated by
reference to the Fund's Registration Statement, filed
December 14, 1994..........................................
9. (b) Form of Administrative Services Plan, incorporated by
reference to Post-Effective Amendment No. 7
filed November 7, 1997.....................................
10. Opinion of Ober, Kaler, Grimes & Shriver,
incorporated by reference to the Fund's Pre-Effective
Amendment No. 2, filed May 4, 1995.........................
10. (a) Opinion of Ober, Kaler, Grimes & Shriver,
incorporated by reference to the Fund's Post-Effective
Amendment No. 4, filed March 18, 1996......................
10. (b) Opinion of Ober, Kaler, Grimes & Shriver,
for Liquid Assets Fund and Municipal Assets Fund,
incorporated by reference to Post-Effective Amendment
No. 9, filed January 6, 1998...............................
10. (c) Opinion of Ober, Kaler, Grimes & Shriver, for Vintage
Funds, incorporated by reference to Post-Effective Amendment
No. 9, filed Janaury 6, 1998...............................
11. Power of Attorney, incorporated by reference
to the Fund's Registration Statement, filed
December 14, 1994..........................................
13. Subscription Agreement of Initial Stockholder,
incorporated by reference to the Fund's Registration
Statement, filed December 14, 1994.........................
15. (a) Distribution Plan, incorporated by reference to the
Fund's Registration Statement, filed December 14, 1994.....
15. (b) Distribution Plan, incorporated by reference to
Post-Effective Amendment No. 7 filed
November 7, 1997...........................................
15. (c) Distribution Plan, incorporated by reference to
Post-Effective Amendment No. 7 filed
November 7, 1997...........................................
15. (d) Distribution and Shareholder Services Plan, incorporated
by reference to Post-Effective Amendment No. 8 filed
November 12, 1997..........................................
16. (a) 18f3 Plan, incorporated by reference to
Pre-Effective Amendment No. 3, filed May 18, 1995..........
16. (b) Amended 18f3 Plan, incorporated by reference to
Post-Effective Amendment No. 8 filed
November 12, 1997..........................................
17. Calculation of Yield Quotations, included in
Part B of this Registration Statement......................
<PAGE>
VINTAGE MUTUAL FUNDS, INC.
EXHIBIT # 1(c)
TO
POST-EFFECTIVE AMENDMENT NO. 10
FORM N-1A REGISTRATION STATEMENT
<PAGE>
ARTICLES OF AMENDMENT
OF
IMG MUTUAL FUNDS, INC.
IMG MUTUAL FUNDS, INC., a Maryland corporation (which is hereinafter
called the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland (which is hereinafter referred to as the
"SDAT") that:
FIRST: The Charter of the Corporation is hereby amended to change the
name of the Corporation from IMG Mutual Funds, Inc. to Vintage Mutual Funds,
Inc., and from and after the date of acceptance of these Articles of Amendment
by the SDAT, Article FIRST of the Charter is hereby deleted in its entirety and
in lieu thereof the following is substituted:
"FIRST: Name. The name of the Corporation is
VINTAGE MUTUAL FUNDS, INC."
SECOND: The Charter of the Corporation is hereby amended to change the
designation of the "IMG Bond Fund" series of the Corporation's capital stock to
the "Vintage Bond Fund" series of the Corporation's capital stock, and from and
after the date of acceptance of these Articles of Amendment by the SDAT:
A. Subsection (ii) of the first paragraph of section (a) of Article
FOURTH of the Charter is hereby deleted in its entirety and in lieu thereof the
following is substituted:
"(ii) 800,000,000 Shares shall be classified as a series
designated as the Vintage Bond Fund series;"
B. The third paragraph of section (a) of Article FOURTH of the Charter,
which paragraph was added to the Charter by Articles of Amendment of the
Corporation filed and accepted for record on February 13, 1998, and effective at
12:01 A.M. on February 14, 1998, is hereby deleted in its entirety and in lieu
thereof the following is substituted:
"Shares of the Vintage Bond Fund Series shall consist of a
single class of Shares, designated as the Class A Shares, or
such other name as the Board of Directors may determine from
time to time as a convenient and proper method for identifying
such Shares in a Registration Statement filed with the
Securities and Exchange Commission covering the offer and sale
of such Shares to the public. The Class A shares of the
Vintage Bond Fund Series shall consist of 800,000,000 Shares,
par value $0.001 per Share."
THIRD: A majority of the entire Board of Directors of the Corporation,
pursuant to and in accordance with the Charter and Bylaws of the Corporation and
the Maryland General Corporation Law (the "MGCL"), duly approved the foregoing
amendments, and (i) the amendments are limited to changes expressly permitted by
Section 2-605 of the MGCL to be made without action by the stockholders of the
Corporation, and (ii) the Corporation is registered as an open-end company under
the Investment Company Act of 1940, as amended.
IN WITNESS WHEREOF, IMG Mutual Funds, Inc. has caused these Articles of
Amendment to be signed in its name and on its behalf by its President and
attested to by its Secretary on this 23rd day of February 1998; and its
President acknowledges that these Articles of Amendment are the act of IMG
Mutual Funds, Inc., and he further acknowledges that, as to all matters or facts
set forth herein which are required to be verified under oath, such matters and
facts are true in all material respects to the best of his knowledge,
information and belief, and that this statement is made under the penalties for
perjury.
ATTEST: IMG MUTUAL FUNDS, INC.
By: (SEAL)
Ruth Prochaska, Secretary David W. Miles, President
<PAGE>
ARTICLES OF AMENDMENT
OF
IMG MUTUAL FUNDS, INC.
IMG Mutual Funds, Inc., a Maryland corporation (which is hereinafter
called the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland (which is hereinafter referred to as the
"SDAT") that:
FIRST: The Charter of the Corporation is hereby amended to change and
reclassify all of the issued and outstanding shares of IMG Core Stock Fund
series of the Corporation's capital stock, namely the issued and outstanding
Class B, Class C and Class D shares of the IMG Core Stock Fund series of the
Corporation's capital stock, into Class A and Class B shares of the Vintage
Equity Fund series of the Corporation's capital stock, and to cancel the Class
B, Class C and Class D shares of the IMG Core Stock Fund series of the
Corporation's capital stock, and from and after the Closing date (as hereinafter
defined), the second paragraph of section (a) of Article FOURTH of the Charter
is hereby deleted in its entirety and in lieu thereof the following paragraph is
substituted:
"Shares of the IMG Core Stock Fund Series shall consist of a single
class of Shares, designated as the Class A Shares, or such other name
as the Board of Directors may determine from time to time as a
convenient and proper method for identifying such Shares in a
Registration Statement filed with the Securities and Exchange
Commission covering the offer and sale of such Shares to the public.
The Class A shares of the IMG Core Stock Fund Series shall consist of
800,000,000 Shares, par value $0.001 per Share."
SECOND: The following provisions shall apply in order to effectuate
the change and reclassification described in Article FIRST above:
(A) As of the Closing Date, all of the issued and outstanding Class B
Shares of the IMG Core Stock Fund shall automatically be changed and
reclassified into that number of full and fractional Class B Shares of the
Vintage Equity Fund Series having an aggregate net asset value equal to the
aggregate value of the net assets of the IMG Core Stock Fund Series that are
allocable to the Class B Shares of the IMG Core Stock Fund Series.
As of the Closing Date, all of the issued and outstanding Class C
Shares of the IMG Core Stock Fund Series shall automatically be changed and
reclassified into that number of full and fractional Class A Shares of the
Vintage Equity Series having an aggregate net asset value equal to the aggregate
value of the net assets of the IMG Core Stock Fund Series that are allocable to
the Class C Shares of the IMG Core Stock Fund Series.
As of the Closing Date, all of the issued and outstanding Class D
Shares of the IMG Core Stock Fund Series shall automatically be changed and
reclassified into that number of full and fractional Class B Shares of the
Vintage Equity Fund Series having an aggregate net asset value equal to the
aggregate value of the net assets of the IMG Core Stock Fund Series that are
allocable to the Class D Shares of the IMG Core Stock Fund Series.
The aggregate value of the net assets of IMG Core Stock Fund Series and
the Vintage Equity Fund Series, and the various Classes thereof, shall be
determined in accordance with the then current Prospectuses of the Corporation
as of 4:00 p.m. EST on the business day immediately preceding the Closing Date.
In the event that on the business day immediately preceding the Closing
Date (a) the New York Stock Exchange is closed for other than customary week-end
and holiday closings or (b) trading on said Exchange is restricted or (c) an
emergency exists as a result of which it is not reasonably practicable for the
Corporation to fairly determine the value of the assets of the IMG Core Stock
Fund Series or the Vintage Equity Fund Series, the Closing Date shall be
postponed until the first business day after the day on which trading shall have
been fully resumed.
(B) Upon the change and reclassification described in (A) above, the
Class C shareholders of the IMG Core Stock Fund Series shall be deemed to own,
as of the Closing Date, that number of full and fractional Class A Shares of the
Vintage Equity Fund Series as may be allocated to such shareholders on a pro
rata basis, provided, however, that the Corporation shall have the right to
redeem, in its sole discretion, any fractions of shares by paying to the
shareholder the amount of the fraction multiplied by the net asset value of one
Class A Share of the Vintage Equity Fund Series determined at the time and in
accordance with (A) above.
Upon the change and reclassification described in (A) above, the Class
B and Class D shareholders of the IMG Core Stock Fund Series shall be deemed to
own, as of the Closing Date, that number of full and fractional Class B Shares
of the Vintage Equity Fund Series as may be allocated to such shareholders on a
pro rata basis, provided, however, that the Corporation shall have the right to
redeem, in its sole discretion, any fractions of shares by paying to the
shareholder the amount of the fraction multiplied by the net asset value of one
Class B Shares of the Vintage Equity Fund Series determined at the time and in
accordance with (A) above.
(C) The date on which these Articles of Amendment are deemed to be
effective pursuant to the Maryland General Corporation Law (the "MGCL") shall be
the "Closing Date."
(D) To the extent any certificates for Class B, Class C or Class D
Shares of the IMG Core Stock Fund Series have been issued, each holder will be
required to surrender the certificates, or execute affidavits regarding the
status of such certificates.
THIRD: These Articles of Amendment shall become effective at 12:01
a.m. on February 19, 1998.
FOURTH: The Board of Directors of the Corporation, pursuant to and in
accordance with the Charter and Bylaws of the Corporation and the MGCL, duly
advised the foregoing amendment and the shareholders of the Corporation entitled
to vote on the foregoing amendment, pursuant to and in accordance with the
Charter and Bylaws of the Corporation and the MGCL, duly approved the foregoing
amendment.
IN WITNESS WHEREOF, IMG Mutual Funds, Inc., has caused these Articles
of Amendment to be signed in its name and on its behalf by its President and
attested to by its Secretary on the 18th day of February 1998; and its President
acknowledges that these Articles of Amendment are the act of IMG Mutual Funds,
Inc., and he further acknowledges that, as to all matters or facts set forth
herein which are required to be verified under oath, such matters and facts are
true in all material respects to the best of his knowledge, information and
belief, and that this statement is made under the penalties for perjury.
ATTEST: IMG MUTUAL FUNDS, INC.
________________________________ By: _____________________________
Ruth Prochaska, Secretary Mark A. McClurg President
<PAGE>
IMG MUTUAL FUNDS, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
IMG Mutual Funds, Inc., a Maryland corporation (which is hereinafter
called the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST
The Corporation desires to amend and restate its Charter as currently
in effect pursuant to these Articles of Amendment and Restatement. These
Articles of Amendment and Restatement set forth every Charter provision
currently in effect.
SECOND
The Charter of the Corporation is hereby amended by striking in their
entirety Articles FIRST through TWELFTH, inclusive, and by substituting in lieu
thereof the following:
"FIRST: Name. The name of the Corporation is
IMG MUTUAL FUNDS, INC.
"SECOND: Purposes and Powers. The purposes for which the Corporation is
formed and the business or objects to be carried on or promoted by it are to
engage in the business of an investment company, and in connection therewith, to
hold part or all of its funds in cash, to acquire by purchase, subscription,
contract, exchange or otherwise, and to own, hold for investment, resale or
otherwise, sell, assign, negotiate, exchange, transfer or otherwise dispose of,
or turn to account or realize upon, and generally to deal in and with, all forms
of stocks, bonds, debentures, notes, evidences of interest, evidences of
indebtedness, warrants, certificates of deposit, bankers' acceptances,
repurchase agreements, options on securities and other securities, commodity
futures contracts and options thereon, irrespective of their form, the name by
which they may be described, or the character or form of the entities by which
they are issued or created (hereinafter sometimes called "Securities"), and to
make payment therefor by any lawful means; to exercise any and all rights,
powers and privileges of individual ownership or interest in respect of any and
all such Securities, including the right to vote thereon and to consent and
otherwise act with respect thereto; to do any and all acts and things for the
preservation, protection, improvement and enhancement in value of any and all
such Securities; to acquire or become interested in any such Securities as
aforesaid, irrespective of whether or not such Securities be fully paid or
subject to further payments, and to make payments thereon as called for or in
advance of calls or otherwise; and, in general, to do any or all such other
things in connection with the objects and purposes of the Corporation
hereinbefore set forth, as are, in the opinion of the Board of Directors of the
Corporation, necessary, incidental, relative or conducive to the attainment of
such objects and purposes; and to do such acts and things; and to exercise any
and all such powers to the same extent authorized or permitted to a corporation
Under any laws that may be now or hereafter applicable or available to the
Corporation.
In addition, the Corporation may issue, sell, acquire through purchase,
exchange, or otherwise hold, dispose of, resell, transfer, reissue or cancel
shares of its capital stock in any manner and to the extent now and hereafter
permitted by the laws of Maryland and by this Charter.
The foregoing matters shall each be construed as purposes, objects and
powers, and none of such matters shall be in any wise limited by reference to,
or inference from, any other of such matters or any other Article of this
Charter, but shall be regarded as independent purposes, objects and powers and
the enumeration of specific purposes, objects and powers shall not be construed
to limit or restrict in any manner the meaning of general terms or the general
powers of the Corporation now or hereafter conferred by the laws of the State of
Maryland, nor shall the expression of one thing be deemed to exclude another,
although it be of like nature, not expressed.
Nothing herein contained shall be constituted as giving the Corporation
any rights, powers or privileges not permitted to it by law.
"THIRD: Principal Office. The post office address of the principal
office of the Corporation in this State is c/o Prentice Hall Corporation System,
Maryland, 1123 Eutaw Street, Baltimore, Maryland 21201. The resident agent of
the Corporation is Prentice Hall Corporation System, Maryland, the post office
address of which is 1123 Eutaw Street, Baltimore, Maryland 21201. Said resident
agent is a corporation of the State of Maryland.
"FOURTH: Capital Stock.
(a) The total number of shares of capital stock which the Corporation shall have
authority to issue is 100,000,000,000 shares of common stock with a par value of
$.001 each ("Shares"), thereby having an aggregate par value of $100,000,000. Of
the 100,000,000,000 Shares, 26,200,000,000 Shares shall be classified into
eleven series as follows: (i) 800,000,000 Shares shall be classified as a series
designated as the IMG Core Stock Fund series; (ii) 800,000,000 Shares shall be
classified as a series designated as the IMG Bond Fund series; (iii)
5,000,000,000 Shares shall be classified as a series designated as the Liquid
Assets Fund series; (iv) 5,000,000,000 Shares shall be classified as a series
designated as the Municipal Assets Fund series; (v) 5,000,000,000 Shares shall
be classified as a series designated as the Vintage Government Assets Fund
series; (vi) 1,600,000,000 Shares shall be classified as a series designated as
the Vintage Income Fund series; (vii) 1,600,000,000 Shares shall be classified
as a series designated as the Vintage Municipal Bond Fund series; (viii)
1,600,000,000 Shares shall be classified as a series designated as the Vintage
Equity Fund series; (ix) 1,600,000,000 Shares shall be classified as a series
designated as the Vintage Balanced Fund series; (x) 1,600,000,000 Shares shall
be classified as a series designated as the Vintage Aggressive Growth Fund
series; and (xi) 1,600,000,000 Shares shall be classified as a series designated
as the Vintage Limited Term Bond Fund series. Such series of common stock,
together with any further series of Shares created by the Board of Directors,
being referred to herein individually or collectively as a "Series".
Shares of each of the IMG Core Stock Fund Series and the IMG
Bond Fund Series shall be further divided into four classes of Shares,
designated as the Class A or "Investor" Shares, the Class B or "Select" Shares,
the Class C or "Institutional" Shares and the Class D or "Advisor" Shares,
respectively, or such other names as the Board of Directors may determine from
time to time as a convenient and proper method for identifying such Shares in a
Registration Statement filed with the Securities and Exchange Commission
covering the offer and sale of such Shares to the public. Each such class of
each of the IMG Core Stock Fund Series and the IMG Bond Fund Series shall
consist of 200,000,000 Shares, par value $0.001 per Share.
Shares of each of the Liquid Assets Fund Series, the Municipal
Assets Fund Series and the Vintage Government Assets Fund Series shall be
further divided into four classes of Shares, designated as the Class A Shares,
the Class B Shares, the Class C Shares and the Class D Shares, respectively, or
such other names as the Board of Directors may determine from time to time as a
convenient and proper method for identifying such Shares in a registration
statement filed with the Securities and Exchange Commission covering the offer
and sale of such Shares to the public. Each such class of each of the Liquid
Assets Fund Series, the Municipal Assets Fund Series and the Vintage Government
Assets Fund Series shall consist of 1,250,000,000 Shares, par value $0.001 per
Share.
Shares of each of the Vintage Income Fund Series, the Vintage
Municipal Bond Fund Series, the Vintage Equity Fund Series, the Vintage Balanced
Fund Series, the Vintage Aggressive Growth Fund Series and the Vintage Limited
Term Bond Fund Series shall be further divided into two classes of Shares,
designated as the Class A Shares and the Class B Shares, respectively, or such
other names as the Board of Directors may determine from time to time as a
convenient and proper method for identifying such Shares in a registration
statement filed with the Securities and Exchange Commission covering the offer
and sale of such Shares to the public. Each such class of each of the Vintage
Income Fund Series, the Vintage Municipal Bond Fund Series, the Vintage Equity
Fund Series, the Vintage Balanced Fund Series, the Vintage Aggressive Growth
Fund Series and the Vintage Limited Term Bond Fund Series shall consist of
800,000,000 Shares, par value $0.001 per Share.
Each of such classes of each such Series, together with any
further class or classes of any other Series, shall be referred to herein
individually as a "Class" and collectively as "Classes."
The Board of Directors of the Corporation shall have the power
and authority to further classify or reclassify any unissued Shares from time to
time by setting or changing the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications or terms or
conditions of redemption of such unissued Shares. Upon the creation of any
further Series or Classes, the Board of Directors, shall, for purposes of
identification, also have the power and authority to designate a name for the
new Series or Class.
(b) A description of the relative preferences, conversion or
other rights, voting powers, restrictions, limitations as to dividends,
qualification and terms and conditions of redemption of all Series and Classes
of Shares is as follows, unless otherwise set forth in Articles Supplementary
filed with the Maryland State Department of Assessments and Taxation describing
any further Series, Class or Classes from time to time created by the Board of
Directors is as follows:
(i) Assets belonging to a Series or Class. All
consideration received by the Corporation for the issue or sale of Shares of a
particular Series or Class, together with all assets in which such consideration
is invested or reinvested, all income, earnings, profits and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall irrevocably belong to that Series or
Class for all purposes, subject only to the rights of creditors, and shall be so
recorded upon the books of account of the Corporation. Such consideration,
assets, income, earnings, profits and proceeds, including any proceeds derived
from the sale, exchange or liquidation of such assets, and any funds or payment
derived from any reinvestment of such proceeds, in whatever form the same may
be, together with any General Asset Items (as hereinafter defined) allocated to
that Series or Class as provided in the following sentence, are herein referred
to as "assets belonging to" that Series or Class. In the event that there are
any assets, income, earnings, profits or proceeds thereof, funds or payments
which are not readily identifiable as belonging to any particular Series or
Class (collectively "General Asset Items"), the Board of Directors shall
allocate such General Asset Items to and among any one or more of the Series or
Classes created from time to time in such manner and on such basis as it, in its
sole discretion, deems fair and equitable; and any General Asset Items so
allocated to a particular Series or Class shall belong to that Series or Class.
Each such allocation by the Board of Directors shall be conclusive and binding
upon the stockholders of all Series and Classes for all purposes.
(ii) Liabilities belonging to a Series or Class. The
assets belonging to each Series or Class shall be charged with the liabilities
of the Corporation in respect of that Series or Class, and with all expenses,
costs, charges and reserves attributable to that Series or Class and shall be so
recorded upon the books of account of the Corporation. Such liabilities,
expenses, costs, charges and reserves, together with any General Liability Items
(as hereinafter defined) allocated to that Series or Class as provided in the
following sentence, are herein referred to as "liabilities belonging to" that
Series or Class. In the event that there are any general liabilities, expenses,
costs, charges or reserves of the Corporation which are not readily identifiable
as belonging to any particular Series or Class (collectively "General Liability
Items"), the Board of Directors shall allocate and charge such General Liability
Items to and among any one or more of the Series or Classes created from time to
time in such manner and on such basis as the Board of Directors in its sole
discretion deems fair and equitable; and any General Liability Items so
allocated and charged to a particular Series or Class shall belong to that
Series or Class. Each such allocation by the Board of Directors shall be
conclusive and binding upon the stockholders of all Series and Classes for all
purposes.
(iii) Dividends and Distributions. Unless otherwise
expressly provided hereunder, or hereafter in any Articles Supplementary
creating any additional Series or Class of Shares, the holders of each Series
and Class of Shares of the Corporation shall be entitled to dividends and
distributions in such amounts and at such times as may be determined by the
Board of Directors. Dividends and distributions paid with respect to the various
Series or Classes of Shares may vary among such Series and Classes. Expenses
related to distribution of, and other identified expenses as should be properly
allocated to, the Shares of a particular Series or Class, may be charged to and
borne solely by such Series or Class and the bearing of expenses solely by such
Series or Class may be appropriately reflected (in a manner determined by the
Board of Directors) and cause differences in the net asset value attributable
to, and the dividend, redemption and liquidation rights of, the Shares of such
Series or Class of capital stock.
Dividends and distributions may be paid in cash,
property or additional Shares of the same or another Series or Class, or a
combination thereof, as determined by the Board of Directors or pursuant to any
program that the Board of Directors may have adopted which provides for the
election by stockholders of the form in which dividends or distributions are to
be paid. Any such dividend or distribution paid in Shares shall be paid at the
net asset value thereof.
(iv) Voting Rights. Unless otherwise expressly
provided for hereunder or hereafter in any Articles Supplementary creating any
additional Series or Class of Shares, on each matter submitted to a vote of
stockholders, each holder of a Share of the capital stock of the Corporation
shall be entitled to one vote for each Share outstanding and in such holder's
name on the books of the Corporation, irrespective to Series or Classes thereof,
and all Shares of all Series and Classes shall vote together as a single class;
provided, however, that (a) as to any matter with respect to which separate
votes of any Series or Class is required by the Investment Company Act of 1940,
as amended and as it may be further amended from time to time (the "Investment
Company Act"), or any rules, regulations or orders issued thereunder, or by the
Maryland General Corporation Law, as amended from time to time (the "MGCL"),
such requirement as to a separate vote of that Series or Class shall apply in
lieu of a general vote of all Series and Classes as described above; (b) in the
event that the separate vote requirements referred to in (a) above apply with
respect to one or more Series or Classes, then subject to paragraph (c) below,
the Shares of all other Series or Classes not entitled to a separate vote shall
vote together as a single class; and (c) as to any manner, which, in the
judgment of the Board of Directors (which shall be conclusive), does not affect
the interest of a particular Series or Class, such Series or Class shall not be
entitled to any vote and only the holders of Shares of one or more affected
Series and Classes shall be entitled to vote.
(v) Liquidation. Unless otherwise expressly
provided for hereunder or hereafter in any Articles Supplementary creating any
additional Series or Class of Shares, in the event of any liquidation,
dissolution or winding up of the Corporation, or the liquidation of a particular
Series or Class, whether voluntary or involuntary, holders of Shares of capital
stock of the Corporation, or holders of Shares of the particular Series or
Class, shall be entitled, after payment or provision for payment of the debts
and the liabilities of the Corporation (as such liabilities may affect one or
more Series or Classes of Shares), or after payment or provision for payment of
the debts and the liabilities of the particular Series or Class, to share
ratably in the assets of the Series or Class in which they have investment. The
determination of the Board of Directors shall be conclusive as to the amount of
liabilities, including accrued expenses and reserves, as to the allocation of
liabilities and expenses to a given Series or Class, and as to whether the
general assets of the Corporation are allocable to any one or more Series or
Classes.
(vi) Redemptions and Repurchases. Unless
otherwise expressly provided for hereunder or hereafter in any Articles
Supplementary creating any additional Series or Class of Shares, the Corporation
under the circumstances described below may redeem or repurchase Shares as
follows:
1. Obligation of the Corporation to
Redeem Shares. Each holder of Shares of any Series or Class shall be entitled at
his option to require the Corporation to redeem all or any part of the Shares of
that Series or Class owned by such holder, upon written or telegraphic request
to the Corporation or its designated agent, accompanied by such other evidence
of ownership as shall be specified by the Board of Directors, for the
proportionate interest per Share in the assets of the Corporation belonging to
that Series or Class, or the cash equivalent thereof (being the net asset value
per Share of that Series or Class determined as provided in Article SEVENTH
hereof, less such redemption fee or sales charge, if any, as may be established
by the Board of Directors from time to time in its discretion and in accordance
with the Investment Company Act or other applicable law), subject to and in
accordance with the provisions of paragraphs 4, 5 and 6 of this Article FOURTH
(b)(vi). Notwithstanding the foregoing, the Board of Directors may suspend the
right of stockholders of any Series or Class to require the Corporation to
redeem Shares held by them for such periods and to the extent permitted by, or
in accordance with, the Investment Company Act and any rule or regulation
thereunder.
2. Right of the Corporation to Redeem
Shares. In addition, the Board of Directors may, from time to time in its
discretion, authorize the Corporation to require the redemption of all or any
part of the outstanding Shares of any Series or Class, for the proportionate
interest per Share in the assets of the Corporation belonging to that Series or
Class, or the cash equivalent thereof (being the net asset value per Share of
that Series or Class determined as provided in Article SEVENTH hereof, less such
redemption fee or sales charge, if any, as may be established by the Board of
Directors from time to time in its sole discretion and in accordance with the
Investment Company Act or other applicable law), subject to and in accordance
with the provisions of paragraphs 4, 5 and 6 of this Article FOURTH (b)(vi),
upon the sending of written notice thereof to each stockholder whose Shares are
to be redeemed and upon terms and conditions as the Board of Directors shall
deem advisable.
3. Right of the Corporation to
Repurchase Shares. In addition, the Board of Directors may, from time to time in
its discretion, authorize the officers of the Corporation to repurchase Shares
of any Series or Class, either directly or through an agent, subject to and in
accordance with the provisions of paragraphs 4, 5 and 6 of this Article FOURTH
(b)(vi). The terms and conditions of such repurchase and the price to be paid by
the Corporation upon any such repurchase shall be determined, in the discretion
of the Board of Directors in accordance with any provision of the Investment
Company Act or any rule or regulation thereunder.
4. The day as of which the net asset
value per Share of a particular Series or Class applicable to any redemption
pursuant to paragraphs 1 or 2 of this Article FOURTH (b)(vi) shall be computed
shall be such time as may be determined by or pursuant to the direction of the
Board of Directors (which time may differ from Series to Series and Class to
Class).
5. Payment of the redemption or
repurchase price by the Corporation or its designated agent shall be made in
cash within seven days after the time used for determination of the redemption
or repurchase price but in no event prior to delivery to the Corporation or its
designated agent of the certificate or certificates for the Shares so redeemed
or repurchased, or of such other evidence of ownership as shall be specified by
the Board of Directors; except that any payment may be made in whole or in part
in Securities or other assets of the Corporation belonging to that Series or
Class if, in the event of the closing of the New York Stock Exchange or the
happening of any event at any time prior to actual payment which makes the
liquidation of Securities in orderly fashion impracticable or impossible, the
Board of Directors shall determine that payment in cash would be prejudicial to
the best interests of the remaining stockholders of that Series or Class. In
making any such payment in whole or in part in Securities or other assets of the
Corporation belonging to that Series or Class, the Corporation shall, as nearly
as may be practicable, deliver Securities or other assets of a gross value
(determined in the manner provided in Article SEVENTH hereof) representing the
same proportionate interest in the Securities and other assets of the
Corporation belonging to that Series or Class as is represented by the Shares of
that Series or Class so to be paid for (less such redemption fee or sales
charge, if any, as may be established by the Board of Directors from time to
time in its discretion and in accordance with the Investment Company Act or
other applicable law). Delivery of the Securities included in any such payment
shall be made as promptly as any necessary transfer on the books of the several
corporations which Securities are to be delivered may be made.
6. The right of the holder of Shares
redeemed or repurchased by the Corporation as provided in this Article FOURTH
(b)(vi) to receive dividends thereon and all other rights of such holder with
respect to such Shares shall forthwith cease and terminate from and after the
time as of which the redemption or repurchase price of such Shares has been
determined (except the right of such holder to receive (a) the redemption or
repurchase price of such Shares from the Corporation or its designated agent, in
cash and/or Securities or other assets of the Corporation , and (b) any dividend
to which such holder had previously become entitled as the record holder of such
Shares on the record date for such dividend, and, with respect to Shares
otherwise entitled to vote, except the right of such holder to vote at a meeting
of stockholders with respect to such Shares owned of record by him on the record
date for such meeting).
7. Shares of any Series or Class
redeemed shall constitute authorized but unissued Shares, subject to
classification or reclassification.
(vii) Conversion or Exchange Rights. Unless
otherwise expressly provided for hereunder or hereafter in any Articles
Supplementary creating any additional Series or Class of Shares, and subject to
compliance with the requirements of the Investment Company Act and other
applicable law, the holders of Shares of any Series or Class shall have the
right to convert or exchange said Shares into Shares of one or more other
Classes or Series in accordance with such requirements and procedures as may be
established by the Board of Directors.
(viii) Classes. Unless otherwise expressly provided
for hereunder or hereafter in any Articles Supplementary creating any additional
Class of Shares, each Class of each Series shall be identical in all respects,
except each Class of each Series may be issued and sold subject to such
different sales loads or charges, whether initial, deferred or contingent, or
any combination thereof, and to such expenses (including, without limitation,
distribution expenses under a Rule 12b-1 plan and administrative expenses under
an administrative or service agreement, plan or other arrangement, however
designated) as the Board of Directors may from time to time establish in
accordance with the Investment Company Act and other applicable law.
(c) No holder of Shares shall have preemptory rights or be
entitled as such, as a matter of right, to purchase or subscribe for any part of
any new or additional Shares of the Corporation.
All persons who shall acquire Shares shall acquire the same subject to
the provisions of this Charter.
(d) The Corporation may issue and sell fractions of Shares of
capital stock having pro rata all the rights of full Shares, including, without
limitation, the right to vote and to receive dividends or distributions, and
wherever the words "Share" or "Shares" are used in the Charter or By-Laws of the
Corporation, they shall be deemed to include fractions of Shares, where the
context does not clearly indicate that only full Shares are intended.
"FIFTH: Directors. The number of directors of the Corporation shall be
seven (7), which number may be increased or decreased pursuant to the Bylaws of
the Corporation, but shall never be less than three (3), unless the number of
stockholders is less than three (3), in which case the number of directors shall
not be less than the number of stockholders. The names of the directors
currently in office and who shall act until the next annual meeting of the
stockholders and until their successors are duly elected and qualified are:
David W. Miles, Mark A. McClurg, Johnny Danos, David Lundquist, Debra Johnson
and Edward Stanek. Unless otherwise provided in the By-Laws of the Corporation,
the directors of the Corporation need not be stockholders.
"SIXTH: Provisions for Defining. Limiting and Regulating the Powers
of the Corporation. Directors and Stockholder.
(a) Board of Directors. The Board of Directors shall have the
general management and control of the business and property of the Corporation,
and may exercise all the powers of the Corporation, except such as are by
statute or by the Charter or by the By-Laws conferred upon or reserved to the
stockholders. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is hereby empowered:
(i) To authorize the issuance and sale, from
time to time, of Shares of any Series or Class, whether now or hereafter
authorized, or securities convertible into Shares of any Series or Class,
whether now or hereafter authorized, whether for cash or property at not less
than the par value thereof, in the manner and to the extent now or hereafter
permitted by the laws of Maryland; provided, however, that the consideration per
Share to be received by the Corporation upon the sale of Shares of any Series or
Class shall not be less than the net asset value (determined as provided in
Article SEVENTH hereof) per Share of that Series or Class outstanding at the
time (determined by the Board of Directors) as of which the computation of such
net asset value shall be made, less such sales or other charge or fee, if any,
as may be established by the Board of Directors from time to time in its sole
discretion and in accordance with the Investment Company Act or other applicable
law.
(ii) To authorize the execution and performance
by the Corporation of an agreement or agreements, which may be exclusive
contracts, with any person, as distributor, providing for the distribution of
Shares of any Series or Class.
(iii) To authorize the execution and performance by
the Corporation of an agreement or agreements with any person providing for the
investment and other operations of the Corporation.
The Corporation may in its By-Laws confer powers on the Board
of Directors in addition to the powers expressly conferred by statute.
(b) Quorum; Adjournment; Majority Vote. The presence in person
or by proxy of the holders of one-third of the Shares of all Series and Classes
issued and outstanding and entitled to vote thereat shall constitute a quorum
for the transaction of any business at all meetings of the stockholders except
as otherwise provided by law or in the Charter of the Corporation, and except
that where the holders of Shares of any Series or Class are entitled to a
separate vote as a class (a "Separate Class"), or where the holders of Shares of
two or more (but not all) Series or Classes are required to vote as a single
class (a "Combined Class"), the presence in person or by proxy of the holders of
one-third of the Shares of that Separate Class or Combined Class, as the case
may be, issued and outstanding and entitled to vote thereat, shall constitute a
quorum for such vote. If, however, a quorum with respect to all Series and
Classes, a Separate Class or a Combined Class, as the case may be, shall not be
present or represented at any meeting of the stockholders, the holders of a
majority of the Shares of all Series and Classes, such Separate Class or such
Combined Class, as the case may be, present in person or by proxy and entitled
to vote shall have power to adjourn the meeting from time to time as to all
Series and Classes, such Separate Class or such Combined Class, as the case may
be, without notice other than announcement at the meeting, until the requisite
number of Shares entitled to vote at such meeting shall be present. At such
adjourned meeting at which the requisite number of Shares entitled to vote
thereat shall be represented any business may be transacted which might have
been transacted at the meeting as originally notified. The absence from any
meeting of stockholders of the number of Shares in excess of one-third of the
Shares of all Series and Classes or of the affected Series or Class or Classes,
as the case may be, which may be required by the laws of the State of Maryland,
the Investment Company Act of 1940 or any other applicable law, or this Charter
for action upon any given matter shall not prevent action at such meeting upon
any other matter or matters which may properly come before the meeting, if there
shall be present thereat, in person or by proxy, holders of the number of Shares
required for action in respect of such other matter or matters. Notwithstanding
any provision of law requiring any action to be taken or authorized by the
holders of a greater proportion than a majority of the Shares of all Series and
Classes or of the Shares of a particular Series or Series or particular Class or
Classes, as the case may be, entitled to vote thereon, such action shall be
valid and effective if taken or authorized by the affirmative vote of the
holders of a majority of the Shares of all Series and Classes or such Series,
Class or Classes, as the case may be, outstanding and entitled to vote thereon.
(c) The Corporation reserves the right to adopt from time to
time any amendment to its Charter, as now or hereafter authorized by law,
including any amendment that alters the contract rights, as expressly set forth
in the Charter, of any outstanding capital stock.
"SEVENTH: Determination of Net Asset Value. For the purposes
referred to hereunder, the net asset value per Share of any Series or Class
shall be determined by or pursuant to the direction of the Board of Directors in
accordance with the following provisions:
(a) Net asset value per Share of a particular Series or Class
on any day shall be computed as follows:
The net asset value per Share of that Series or Class
shall be the quotient obtained by dividing the "net value of
the assets" of the Corporation belonging to that Series or
Class by the total number of Shares of that Series or Class at
the time deemed to be outstanding (including Shares sold
whether paid for and issued or not, and excluding Shares
redeemed or repurchased on the basis of previously determined
values, whether paid for and received or not).
The "net value of the assets" of the Corporation
belonging to a particular Series or Class shall be the "gross
value" of the assets belonging to that Series or Class after
deducting the amount of all incurred and accrued and unpaid
liabilities belonging to that Series or Class.
The "gross value" of the assets belonging to a
particular Series or Class shall be the amount of all cash and
receivables and the market value of all Securities and other
assets held by the Corporation and belonging to that Series or
Class at the time as of which the determination is made.
Securities held shall be valued at market value or, in the
absence of readily available market quotations, at fair value,
both as determined pursuant to methods approved by the Board
of Directors and in accordance with applicable statutes and
regulations.
(b) The Board of Directors may determine to maintain the net
asset value per Share of any Series or Class at a designated constant dollar
amount and in connection therewith may adopt procedures not inconsistent with
the Investment Company Act and the MGCL for the continuing declaration of income
attributable to that Series or Class as dividends and for the handling of any
losses attributable to that Series or Class. Such procedures may provide that in
the event of any loss, each stockholder shall be deemed to have contributed to
the capital of the Corporation attributable to that Series or Class the
stockholder's pro rata portion of the total number of Shares required to be
canceled in order to permit the net asset value per Share of that Series or
Class to be maintained, after reflecting such loss, at the designated constant
dollar amount. Each stockholder of the Corporation shall be deemed to have
agreed, by the stockholder's investment in any Series or Class with respect to
which the Board of Directors shall have adopted any such procedure, to make the
contribution referred to in the preceding sentence in the event of any such
loss.
(c) The Board of Directors is empowered, in its absolute
discretion, to establish other methods for determining such net asset value
whenever such other methods are deemed by it to be necessary or desirable and
are consistent with the provisions of the Investment Company Act and the rules
and regulations thereunder.
"EIGHTH: Determination Binding. Any determination made by or pursuant
to the direction of the Board of Directors in good faith, and so far as
accounting matters involved are in accordance with accepted accounting practice,
as to the amount of the assets, obligations or liabilities of the Corporation
belonging to any Series or Class, as to the amount of the net income of the
Corporation belonging to any Series or Class for any period or amounts that are
any time legally available for the payment of dividends on Shares of any Series
or Class, as to the amount of any reserves or charges set up with respect to any
Series or Class and the property thereof, as to the time of or purpose for
creating any reserves or charges with respect to any Series or Class, as to the
use, alteration or cancellation of any reserves or charges with respect to any
Series or Class (whether or not any obligation or liability for which such
reserves or charges shall have been created or shall have been paid or
discharged or shall be then or thereafter required to be paid or discharged), as
to the price or closing bid or asked price of any Security owned or held by the
Corporation and belonging to any Series or Class, as to the market value of any
Security or fair value of any other asset owned by the Corporation and belonging
to any Series or Class, as to the number of Shares of any Series or Class
outstanding or deemed to be outstanding, as to the impracticability or
impossibility of liquidating Securities in orderly fashion, as to the extent to
which it is practicable to deliver the proportionate interest in the Securities
and other assets of the Corporation belonging to any Series or Class represented
by any Shares belonging to any Series or Class redeemed or repurchased in
payment for any such Shares, as to the method of payment for any such Shares
redeemed or repurchased, or as to any other matters relating to the issue, sale,
redemption, repurchase, and/or other acquisition or disposition of Shares of the
Corporation, shall be final and conclusive and shall be binding upon the
Corporation and all holders of Shares of all Series and Classes past, present
and future, and the Shares of all Series and Classes are issued and sold on the
condition and understanding that any and all such determinations shall be
binding as aforesaid. No provision of the Charter of the Corporation shall be
effective to (a) bind any person to waive compliance with any provision of the
Securities Act of 1933, as amended, or the Investment Company Act or any valid
rule, regulation or order of the Securities and Exchange Commission thereunder,
or (b) protect or purport to protect any director or officer of the Corporation
against any liability to the Corporation or its stockholders in contravention of
the Securities Act of 1933, as amended, or the Investment Company Act.
"NINTH: Liabilities of Director or Officer. A director or former
director or officer or former officers of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of a duty as a director or officer, except to the extent such
exemption from liability or limitation thereof is not permitted by law
(including the Investment Company Act of 1940).
No amendment, modification or repeal of this Article NINTH shall
adversely affect any right or protection of a director or former director or
officer or former officer that exists at the time of such amendment,
modification or repeal.
"TENTH: Indemnification of Directors. Officers and Employees. The
Corporation shall indemnify to the fullest extent permitted by law (including
the MGCL and the Investment Company Act) any person made or threatened to be
made a party to any action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person is or
was a director, officer or employee of the Corporation or serves or served at
the request of the Corporation any other enterprise as a director, officer or
employee. To the fullest extent permitted by law (including the MGCL and the
Investment Company Act), expenses incurred by any such person in defending any
such action, suit or proceeding shall be paid or reimbursed by the Corporation
promptly upon receipt by it of an undertaking of such person to repay such
expenses if it shall ultimately be determined that such person is not entitled
to be indemnified by the Corporation. The rights provided to any person by this
Article shall be enforceable against the Corporation by such person who shall be
presumed to have relied upon it in serving or continuing to serve as a director,
officer or employee as provided above. No amendment of this Article TENTH shall
impair the rights of any person arising at any time with respect to an event
occurring prior to such amendment. For purposes of this Article TENTH, the term
"Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation or merger; the term "other enterprise" shall
include any corporation, partnership, joint venture, trust, employee benefit
plan or other entity; "service at the request of the Corporation" shall include
service as a director, officer or employee of the Corporation which imposes
duties on, or involves services by, such director, officer or employee with
respect to an employee benefit plan, its participants or beneficiaries; any
excise taxes assessed on a person with respect to any employee benefit plan
shall be deemed to be indemnificable expenses; and action by a person with
respect to any employee benefit plan which such person reasonably believes to be
in the interest of the participants and beneficiaries of such plan shall be
deemed to be action not opposed to the best interests of the Corporation."
THIRD
The Board of Directors of the Corporation, pursuant to and in
accordance with the Charter and Bylaws of the Corporation and the MGCL, duly
advised the foregoing amendment and restatement of the Charter of the
Corporation and the stockholders of the Corporation, pursuant to and in
accordance with the Charter and Bylaws of the Corporation and the MGCL, duly
approved the foregoing amendment and restatement of the Charter of the
Corporation.
IN WITNESS WHEREOF, IMG MUTUAL FUNDS, INC. has caused these Articles
of Amendment and Restatement to be signed and acknowledged in its name and on
its behalf by its President and attested to by its Secretary on this 13th day of
February, 1998; and its President acknowledges that these Articles of Amendment
and Restatement are the act of IMG Mutual Funds, Inc., and he/she further
acknowledges that, as to all matters or facts set forth herein which are
required to be verified under oath, such matters and facts are true in all
material respects to the best of his/her knowledge, information and belief, and
that this statement is made under the penalties for perjury.
ATTEST: IMG MUTUAL FUNDS, INC.
____________________________ By:_______________________________
Ruth L. Prochaska, Secretary Mark A. McClurg, President
<PAGE>
ARTICLES OF AMENDMENT
OF
IMG MUTUAL FUNDS, INC.
IMG Mutual Funds, Inc., a Maryland corporation (which is hereinafter
called the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland (which is hereinafter referred to as the
"SDAT") that:
FIRST: The Charter of the Corporation is hereby amended to change and
reclassify all of the Class B, Class C and Class D shares of the IMG Bond Fund
series of the Corporation's capital stock into Class A shares of the IMG Bond
Fund series of the Corporation's capital stock, and to cancel the Class B, Class
C and Class D shares of the IMG Bond Fund series of the Corporation's capital
stock, and from and after the date of acceptance of these Articles of Amendment
by the SDAT, the second paragraph of section (a) of Article FOURTH of the
Charter is hereby deleted in its entirety and in lieu thereof the following two
paragraphs are substituted:
"Shares of the IMG Core Stock Fund Series shall be further divided into
four class of Shares, designated as the Class A or "Investor" Shares,
the Class B or "Select" Shares, the Class C or "Institutional" Shares
and the Class D or "Advisor" Shares, respectively, or such other names
as the Board of Directors may determine from time to time as a
convenient and proper method for identifying such Shares in a
Registration Statement filed with the Securities and Exchange
Commission covering the offer and sale of such Shares to the public.
Each such class of the IMG Core Stock Fund Series shall consist of
200,000,000 Shares, par value $0.001 per Share.
"Shares of the IMG Bond Fund Series shall consist of a single class of
Shares, designated as the Class A Shares, or such other name as the
Board of Directors may determine from time to time as a convenient and
proper method for identifying such Shares in a Registration Statement
filed with the Securities and Exchange Commission covering the offer
and sale of such Shares to the public. The Class A shares of the IMG
Bond Fund Series shall consist of 800,000,000 Shares, par value $0.001
per Share."
SECOND: The following provisions shall apply in order to effectuate
the change and reclassification described in Article FIRST above:
(A) As of the Closing Date (as herein defined), all of the issued and
outstanding Class B, Class C and Class D Shares of the IMG Bond Fund Series
shall automatically be changed and reclassified into that number of full and
fractional shares of the Class A Shares of the IMG Bond Fund Series having an
aggregate net asset value equal to the aggregate value of the net assets of the
IMG Bond Fund Series that are allocable to the Class B, Class C and Class D
Shares, respectively, of the IMG Bond Fund Series.
The aggregate value of the net assets of the IMG Bond Fund Series and
the various Classes thereof shall be determined in accordance with the then
current Prospectus of the IMG Bond Fund Series as of 4:00 p.m. EST on the
business day immediately preceding the Closing Date.
In the event that on the business day immediately preceding the Closing
Date (a) the New York Stock Exchange is closed for other than customary week-end
and holiday closings or (b) trading on said Exchange is restricted or (c) an
emergency exists as a result of which it is not reasonably practicable for the
Corporation to fairly determine the value of the assets of the IMG Core Stock
Fund Series or the Vintage Equity Fund Series, the Closing Date shall be
postponed until the first business day after the day on which trading shall have
been fully resumed.
(B) Upon the change and reclassification described in (A) above, the
Class B, Class C and Class D shareholders of the IMG Bond Fund Series shall be
deemed to own, as of the Closing Date, that number of full and fractional Class
A Shares of the IMG Bond Fund Series as may be allocated to such shareholders on
a pro rata basis, provided, however, that the Corporation shall have the right
to redeem, in its sole discretion, any fractions of shares by paying to the
shareholder the amount of the fraction multiplied by the net asset value of one
Class A Share of the IMG Bond Fund Series determined at the time and in
accordance with (A) above.
(C) The date on which these Articles of Amendment are deemed to be
effective pursuant to the Maryland General Corporation Law (the "MGCL") shall be
the "Closing Date."
(D) To the extent any certificates for Class B, Class C or Class D
Shares of the IMG Bond Fund Series have been issued, each holder will be
required to surrender the certificates, or execute affidavits regarding the
status of such certificates.
THIRD: These Articles of Amendment shall become effective at 12:01
a.m. on February 14, 1998.
FOURTH: The Board of Directors of the Corporation, pursuant to and in
accordance with the Charter and Bylaws of the Corporation and the MGCL, duly
advised the foregoing amendment and the shareholders of the Corporation entitled
to vote on the foregoing amendment, pursuant to and in accordance with the
Charter and Bylaws of the Corporation and the MGCL, duly approved the foregoing
amendment.
IN WITNESS WHEREOF, IMG Mutual Funds, Inc., has caused these Articles
of Amendment to be signed in its name and on its behalf by its President and
attested to by its Secretary on the 13th day of February 1998; and its President
acknowledges that these Articles of Amendment are the act of IMG Mutual Funds,
Inc., and he further acknowledges that, as to all matters or facts set forth
herein which are required to be verified under oath, such matters and facts are
true in all material respects to the best of his knowledge, information and
belief, and that this statement is made under the penalties for perjury.
ATTEST: IMG MUTUAL FUNDS, INC.
_______________________________ By:_____________________________
Ruth Prochaska, Secretary Mark A. McClurg President
