As filed with the Securities and Exchange Commission on February 29, 2000
Registration Nos. 33-88756
811-8958
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
Pre-Effective Amendment No. ___ o
Post-Effective Amendment No.7 x
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x
Amendment No. 7 x
(Check appropriate box or boxes.)
THE JEFFERSON FUND GROUP TRUST
-------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
839 N. Jefferson Street
Milwaukee, Wisconsin 53202
---------------------------------------- ----------
(Address of Principal Executive Offices) (ZIP Code)
(800) 216-9786
---------------------------------------------------
(Registrant's Telephone Number, including Area Code)
Lawrence Kujawski Copy to:
The Jefferson Fund Group Trust David T. Rusoff
839 N. Jefferson Street Foley & Lardner
Milwaukee, Wisconsin 53202 330 N. Wabash Avenue, Suite 3300
-------------------------------------- Chicago, Illinois 60611
(Name and Address of Agent for Service) -------------------------
Approximate Date of Proposed Public Offering: As soon as practicable after the
Registration Statement becomes effective.
It is proposed that this filing become effective (check appropriate box):
x immediately upon filing pursuant to paragraph (b)
o on February 29, 2000 pursuant to paragraph (b)
o 60 days after filing pursuant to paragraph (a) (1)
o on (date) (pursuant to paragraph (a) (1)
o 75 days after filing pursuant to paragraph (a) (2)
o on (date) pursuant to paragraph (a) (2) of Rule 485
If appropriate, check the following box:
o this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
PROSPECTUS FEBRUARY 29, 2000
JEFFERSON GROWTH AND INCOME FUND
JEFFERSON REIT FUND
THE JEFFERSON FUND GROUP TRUST
The Jefferson Fund Group Trust (the "Trust") currently issues two
series of its securities: the Jefferson Growth and Income Fund and
the Jefferson REIT Fund (each a "Fund" and together, the "Funds").
Each Fund is commonly known as a "mutual fund." This Prospectus sets
forth information for potential buyers of Fund shares to consider in
making their investment decision. The Funds are intended for long-term
investors, not for those who may wish to redeem their shares after a
short period of time.
THE FUND SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION AND THE SECURITIES AND EXCHANGE
COMMISSION HAS NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE JEFFERSON FUND GROUP TRUST
(800) 216-9785
TABLE OF CONTENTS
RISK/RETURN SUMMARY 1
FEE AND EXPENSE INFORMATION 4
FINANCIAL HIGHLIGHTS 6
INVESTMENT OBJECTIVES AND STRATEGIES 7
ADDITIONAL RISK INFORMATION 11
MANAGEMENT AND ORGANIZATION OF THE FUNDS 12
DISTRIBUTION ARRANGEMENTS 13
SHAREHOLDER INFORMATION 14
RETIREMENT PLANS 25
HISTORICAL PERFORMANCE DATA OF PRIVATE
ACCOUNTS MANAGED BY UNIPLAN RELATING TO REITS 26
APPENDIX A - DESCRIPTION OF SECURITIES RATINGS 27
PURCHASE APPLICATION
SUPPLEMENTAL APPLICATION
INDIVIDUAL RETIREMENT ACCOUNT (IRA) APPLICATION
INDIVIDUAL RETIREMENT ACCOUNT (IRA) TRANSFER FORM
EDUCATION IRA APPLICATION
RISK/RETURN SUMMARY
The discussion below provides a brief overview of the investment
objectives, principal investment strategies and principal risk for each Fund in
the Jefferson family of funds
JEFFERSON GROWTH AND INCOME FUND
The Jefferson Growth and Income Fund (the "Growth and Income Fund")
aims to produce long-term capital appreciation and current income primarily by
investing in equity securities.
Most of the time more than 50% of the Growth and Income Fund's
portfolio will be invested in equity securities. Under normal circumstances,
the rest of the Growth and Income Fund's portfolio will primarily be invested in
non-convertible debt securities, including short-term money market instruments
and U.S. Government and agency securities.
Uniplan, Inc. ("Uniplan") is the investment adviser for the Growth and
Income Fund. Before purchasing or selling a security, Uniplan examines various
financial characteristics of the issuer of the security and places an emphasis
on issuers with favorable credit and earnings characteristics. Under Uniplan's
approach to investing, factors internal to the issuer, such as product or
service development, are more important than factors outside the issuer's
control, such as interest rate changes, commodity price fluctuations, general
stock market trends and foreign currency exchange values.
Risks.
Market Risk and Interest Rate Risk. Investing in the Growth and
Income Fund is not without risk. An investor may lose money on his or her
investment -- the value of the Fund's shares may increase or decrease as the
market goes up and down. This is known as "market risk." There is also a risk
that the Fund will not achieve its investment objectives. Additionally, because
the Fund may invest in non-convertible debt securities, the price of those
securities, and in turn, the price of the Fund's shares, may rise and fall with
changes in interest rates. This is known as "interest rate risk."
JEFFERSON REIT FUND
The Jefferson REIT Fund (the "REIT Fund") aims primarily to provide
high current income and secondarily to produce capital appreciation by investing
in real estate equity securities, including common shares (including shares and
units of beneficial interest of real estate investment trusts ("REITs")),
preferred shares, rights or warrants to purchase common shares, and securities
convertible into common shares where the conversion feature represents a
significant element of the security's value.
The REIT Fund will normally invest at least 65% of its total assets in
the equity securities of real estate companies; it may also invest up to 35% of
its assets in debt securities issued or guaranteed by real estate companies.
Under these investment guidelines, a "real estate company" is one that derives
at least 50% of its revenues from the ownership, construction, financing,
management or sale of commercial, industrial or residential real estate or has
at least 50% of its assets in such real estate.
Uniplan is the investment adviser for the REIT Fund. Prior to Uniplan
selecting specific investments for the REIT Fund, Uniplan generally tracks real
estate supply and demand across the United States by dividing the country into
eight geographic regions. Within each region, Uniplan compiles statistics on
supply and demand factors including: (1) vacancy rate by property type, (2)
visible supply of property based on building permits, (3) regional population
and job growth, and (4) trends in rental and cap rates. Uniplan uses the
results of this analysis to detect cyclical inflection points in the supply-
demand equation. Using this information, Uniplan then determines which property
types within each region have the most favorable characteristics in order to
determine the appropriate investments for the REIT Fund.
Risks.
Market Risk and Interest Rate Risk. Like the other Jefferson funds,
investing in the REIT Fund is not without risk. An investor may lose money on
his or her investment -- the value of the Fund's shares may increase or
decrease as the market goes up and down. This is known as "market risk." There
is also a risk that the Fund will not achieve its investment objectives.
Additionally, because the Fund may invest in debt securities, the price of those
securities, and in turn, the price of the Fund's shares, may rise and fall with
changes in interest rates. This is known as "interest rate risk."
Industry Concentration Risk. Because the REIT Fund will concentrate
in the real estate industry, the Fund is subject to the risks associated with
direct ownership of real estate. For example, real estate values may fluctuate
as a result of general and local economic conditions, overbuilding and increased
competition, increases in property taxes and operating expenses, changes in
zoning laws, casualty or condemnation losses, regulatory limitations on rents,
changes in neighborhood values, changes in the appeal of properties to tenants
and increases in interest rates. The value of securities of companies which
service the real estate business sector may also be affected by such
risks.
REIT-Specific Risks. Because the REIT Fund may invest a substantial
portion of its assets in REITs, the Fund has risks associated with direct
investments in REITs. In this regard, REITs may be affected by changes in the
value of their underlying properties and/or by defaults by borrowers or tenants.
Furthermore, REITs are dependent upon specialized management skills, have
limited diversification and are, therefore, subject to risks inherent in
financing a limited number of projects. In certain cases, the organizational
documents of a REIT may grant the REIT's sponsors the right to exercise control
over the operations of the REIT notwithstanding their minority share ownership;
a conflict of interest (for example, the desire to postpone certain taxable
events) could influence such sponsors to not act in the best interests of the
REIT's shareholders. Many REITs are subject in their organizational documents
to various anti-takeover provisions that could have the effect of delaying or
preventing a transaction or change in control of the REIT that might involve a
premium price for the REIT's shares or otherwise may not be in the best
interests of the REIT's shareholders. REITs depend generally on their ability
to generate cash flow to make distributions to shareholders, and certain REITs
have self-liquidation provisions by which mortgages held may be paid in full and
distributions of capital returns may be made at any time. In addition, the
performance of a REIT may be affected by changes in the tax laws or by its
failure to qualify for tax-free pass-through of income.
Non-Diversified Fund. The REIT Fund is a "non-diversified" fund, that
is, the law does not limit the proportion of the Fund's assets that may be
invested in the securities of a single issuer. Less diversification means the
REIT Fund may be more susceptible to adverse economic, political or regulatory
developments affecting a single issuer than if the Fund were more diversified.
Portfolio Trading. The REIT Fund may engage in portfolio trading when
Uniplan considers such trading appropriate but will not use short-term trading
as the primary means of achieving its investment objective. While the REIT Fund
does not place limits on the rate of portfolio turnover, and investments may be
sold without regard to length of time held Under normal circumstances, the Fund
does not expect its portfolio turnover rate to exceed 100%. However, higher
rates of portfolio turnover and greater use of short-term trading create greater
commission expenses and transaction costs.
RISK/RETURN BAR CHART AND TABLE FOR THE JEFFERSON GROWTH AND INCOME FUND
The following bar chart illustrates some risks of investing in Class A
shares of the Growth and Income Fund by showing changes in the Fund's
performance from year to year and shows how the Fund's annual returns for each
of the past four calendar years periods compare with those of Russell 2000
Index, a broad measure of market performance, over the same periods. The Growth
and Income Fund's past performance is not necessarily an indication of how the
Growth & Income Fund will perform in the future.
RISK/RETURN BAR CHART
1996 14.19%
1997 12.27%
1998 -3.12%
1999 8.01%
During the four year period shown in the bar chart, the highest
return for a quarter was 10.91%% (quarter ending June 30, 1999) and the lowest
return for a quarter was -13.13% (quarter ending September 30, 1998)
Russell 2000
Average Total Returns Class A 1<F30> Index 2<F1>
- --------------------- --------- ------------
Past One Year (ending December 31, 1999) 2.10% -2.53%
Since inception (September 1, 1995) 6.33% (annualized) 11.66%
1<F30> The percentage returns include a sales load of 5.5%.
2<F1> The Russell 2000 Index is an unmanaged index of the 2000 smallest
securities in the Russell 3000 Index. Russell 3000 Index represents
approximately 98% of the U.S. Equity Market by capitalization.
RISK/RETURN TABLE FOR THE JEFFERSON REIT FUND
The following table illustrates some risks of investing in
Class A shares of the REIT Fund by comparing the Fund's performance with the
return of the NAREIT Equity Index. The REIT Fund's past performance is not
necessarily an indication of how the REIT Fund will perform in the future.
Average Total Returns Class A 1<F31> NAREIT Equity Index 2<F2>
- --------------------- -------------- -------------------------
Since Inception (March 1, 1999) -9.16% 0.21%
1<F31> The percentage return includes a sales load of 5.5%.
2<F2> NAREIT is a registered trademark of The National Association of Real
Estate Investment Trusts. The NAREIT Equity Index is a capitalization
weighted index of all tax-qualified REITs listed on the New York Stock
Exchange, American Stock Exchange and the NASDAQ National Market System
which have at least 75% of their gross invested book assets invested
directly or indirectly in the equity ownership of real estate.
FEE AND EXPENSE INFORMATION
THE FOLLOWING TABLES DESCRIBE THE FEES AND EXPENSES THAT YOU MAY PAY
IF YOU BUY AND HOLD SHARES OF THE FUNDS.
FEES (ALL FUNDS)
SHAREHOLDER FEES (FEES PAID DIRECTLY
FROM YOUR INVESTMENT) CLASS A SHARES
Maximum Sales Charge (Load) Imposed
on Purchases (as a percentage of offering
price at time of purchase) 5.5%
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value
at time of purchase) None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Class A Distribution Total Fund
and/or Service Operating
Management Fees (12b-1) Fees1<F3> Other Expenses2<F4> Expenses3<F5>
- -------------------------------------------------------------------------------
Growth and
Income Fund .60% .25% 1.80% 2.65%
REIT Fund .60% .25% 11.86% 12.71%
- -------------------------------------------------------------------------------
1<F3> 12b-1 Fees which are less than or equal to .25% represent servicing
fees.
2<F4> Other expenses for the Growth and Income Fund and REIT Fund are based
on amounts for the fiscal year ended October 31, 1999 but do not
reflect expense reimbursement obligations that were in effect during
such period. However, effective February 29, 2000, voluntary expense
reimbursement and waiver obligations are no longer in effect for the
Growth and Income Fund.
3<F5> Total expenses for the Growth and Income Fund and REIT Fund are based
on amounts for the fiscal year ended October 31, 1999 but do not
reflect expense reimbursement obligations. Including expense
reimbursement obligations, the total fund operating expenses of Class A
shares of the Growth and Income Fund and REIT Fund were actually 1.15%.
Effective February 29, 2000, such expense reimbursement obligations are
no longer in effect for the Growth and Income Fund. In addition, such
expense reimbursement obligation for the REIT Fund will cap total
expenses at 2.5%; however, such reimbursement may be terminated any
time after February 28, 2001. In addition, a fee of $12.00 is charged
for each wire redemption and a fee of $5.00 is charged for each
telephone exchange. Such charges are not reflected in the expense table.
Example. This Example is intended to help you compare the cost of investing in
the Funds with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the applicable Fund for
the time periods indicated and then redeem all of your shares at the end of
those periods. The Example also assumes that your investment has a 5% return
each year and that the Funds' operating expenses remain the same. This
hypothetical rate of return is not intended to be representative of past or
future performance of the Fund. Although your actual costs may be higher or
lower, based on these assumptions your costs for each Fund would be:
CLASS A SHARES
-------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
Growth and Income Fund $803 $1,328 $1,878 $3,369
REIT Fund $803 $3,076 $5,012 $8,687
FINANCIAL HIGHLIGHTS
THE FINANCIAL HIGHLIGHTS TABLE IS INTENDED TO HELP YOU UNDERSTAND THE
JEFFERSON GROWTH AND INCOME FUND'S AND THE REIT FUND'S FINANCIAL PERFORMANCE FOR
THE PERIOD THAT THE FUND HAS BEEN OPERATING. CERTAIN INFORMATION REFLECTS
FINANCIAL RESULTS FOR A SINGLE FUND SHARE. THE TOTAL RETURNS IN THE TABLE
REPRESENT THE RATE THAT AN INVESTOR WOULD HAVE EARNED ON AN INVESTMENT IN THE
FUND (ASSUMING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS). THIS
INFORMATION FOR THE YEARS ENDED OCTOBER 31, 1999, OCTOBER 31, 1998 AND OCTOBER
31, 1997 HAVE BEEN AUDITED BY KPMG LLP, WHOSE REPORT, ALONG WITH THE FUND'S
FINANCIAL STATEMENTS, IS INCLUDED IN THE ANNUAL REPORT, WHICH IS AVAILABLE UPON
REQUEST. THE INFORMATION FOR PRIOR PERIODS WAS AUDITED BY COOPERS & LYBRAND,
L.L.P.
Growth and Income Fund
FINANCIAL HIGHLIGHTS
<TABLE>
September 1, 19951
<F6>
Year Ended Year Ended Year Ended Year Ended Through
October 31, 1999 October 31, 1998 October 31, 1997 October 31, 1996 October 31, 1995
----------------- ----------------- ----------------- ----------------- -----------------
Class A Class A Class A Class A Class A
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of period $10.40 $12.26 $10.91 $10.04 $10.00
Income from investment
operations:
Net investment income 0.25 0.32 0.29 0.27 0.04
Net realized and unrealized
gain (loss) on securities 0.86 (1.09) 1.40 0.87 --
------ ------ ------ ------ ------
Total from investment
operations 1.11 (0.77) 1.69 1.14 0.04
Less distributions:
Dividends from net
investment income (0.27) (0.32) (0.29) (0.27) --
Distributions from net
realized gains (0.44) (0.77) (0.05) -- --
------ ------ ------ ------ ------
Total distributions (0.71) (1.09) (0.34) (0.27) --
------ ------ ------ ------ ------
Net asset value, end of period $10.80 $10.40 $12.26 $10.91 $10.04
------ ------ ------ ------ ------
------ ------ ------ ------ ------
TOTAL RETURN2<F7> 10.88% (7.01%) 15.56% 11.50% 0.40%3
<F8>
SUPPLEMENTAL
DATA AND RATIOS:
Net assets, in thousands,
end of period $6,336 $6,838 $6,815 $4,688 $1,279
Ratio of net expenses to
average net assets:
Before expense
reimbursement 2.65% 2.75% 2.96% 5.95% 17.35%4
<F9>
After expense
reimbursement 1.15% 1.15% 1.15% 1.15% 1.15%4
<F9>
Ratio of net investment income
to average net assets:
Before expense
reimbursement 0.91% 1.11% 1.01% (1.77%) (14.95%)4
<F9>
After expense
reimbursement 2.41% 2.71% 2.82% 3.03% 1.25%4
<F9>
Portfolio turnover rate5<F10> 94.73% 136.94% 98.37% 131.98% --
</TABLE>
1<F6> Commencement of operations.
2<F7> The total return calculation does not reflect the 5.5% front end sales
charge for Class A.
3<F8> Not annualized.
4<F9> Annualized.
5<F10> During the period ended October 31, 1995, there were no sales of long-
term securities. Portfolio turnover rate is calculated on the basis
of the Fund as a whole without distinguishing between classes of
shares issued.
See notes to the financial statements.
REIT Fund
FINANCIAL HIGHLIGHTS
March 1, 19991<F11>
Through
October 31, 1999
----------------------
Class A
-------
PER SHARE DATA:
Net asset value, beginning of period $10.00
Income from investment operations:
Net investment income 0.30
Net realized and unrealized gain (loss) on securities (0.82)
------
Total from investment operations (0.52)
Less distributions:
Dividends from net investment income (0.26)
Distributions from net realized gains --
------
Total distributions (0.26)
------
Net asset value, end of period $ 9.22
------
------
TOTAL RETURN2<F12>,3<F13> (5.32%)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands, end of period $ 817
Ratio of net expenses to average net assets:
Before expense reimbursement 12.71%4<F14>
After expense reimbursement 1.15%4<F14>
Ratio of net investment income to average net assets:
Before expense reimbursement (6.20%)4<F14>
After expense reimbursement 5.36%4<F14>
Portfolio turnover rate 1.36%3<F13>
1<F11> Commencement of operations.
2<F12> The total return calculation does not reflect the 5.5% front end sales
charge for Class A or the 5% CDSC on Class B.
3<F13> Not annualized.
4<F14> Annualized.
See notes to the financial statements.
INVESTMENT OBJECTIVES AND STRATEGIES
JEFFERSON GROWTH AND INCOME FUND
The investment objectives of the Growth and Income Fund are to produce
long-term capital appreciation and current income principally through investing
in equity securities. Most of the time the Fund will invest more than 50% of
the Fund's portfolio in equity securities. Equity securities include common
stocks, preferred stocks, rights or warrants to purchase common stocks and
securities convertible into common stock. Under normal market conditions the
Fund will invest the remaining portion of its assets in non-convertible debt
securities, including short-term money market instruments and U.S. Government
and agency securities. Investments in non-convertible debt securities offer an
opportunity for growth of capital during periods of declining interest rates,
when the market value of such securities in general increases. Under unusual
conditions, for temporary defensive purposes, the Fund may invest 100% of its
assets in non-convertible debt securities. Any temporary defensive position,
however, may cause the Fund to fail to achieve its investment objective.
The Growth and Income Fund is a "diversified" fund, that is, the law
limits the proportion of the Fund's assets that may be invested in the
securities of a single issuer.
When selecting investments, Uniplan will consider various financial
characteristics of the issuer, including historical sales and net income,
debt/equity and price/earnings ratios and book value. Uniplan will usually
place an emphasis on issuers with favorable credit and earnings characteristics.
Greater weight will be given to internal factors, such as product or service
development, than to external factors, such as interest rate changes, commodity
price fluctuations, general stock market trends and foreign currency exchange
values.
Non-Convertible Debt Securities. The Growth and Income Fund will
generally limit its investments in non-convertible investment grade and non-
investment grade debt securities to those which have been rated B or better by
either Standard & Poor's Corporation ("S&P") or Moody's Investors Service, Inc.
("Moody's") (or unrated but determined by Uniplan to be of comparable quality).
Securities rated below BBB/Baa are not considered to be of investment grade and
are called "High Yield Securities," commonly known as "junk bonds."
For a description of other investments the Growth and Income Fund may
make, see the section entitled "Additional Non-Principal Investment Strategies
Used by the Funds," below.
JEFFERSON REIT FUND
The REIT Fund's investment objective is to achieve high current income
through investment in real estate equity securities, including common shares
(including shares and units of beneficial interest of REIT), preferred shares,
rights or warrants to purchase common shares, and securities convertible into
common shares where the conversion feature represents a significant element of
the security's value. Capital appreciation is a secondary objective. The Fund
will normally invest at least 65% of its total assets in the equity securities
of real estate companies.
For purposes of the REIT Fund's investment policies, a "real estate
company" is one that derives at least 50% of its revenues from the ownership,
construction, financing, management or sale of commercial, industrial or
residential real estate or that has at least 50% of its assets in such real
estate. With the exception of REITs, most real estate companies do not pay
dividends at the higher end of the range for common stocks as a group. Uniplan,
however, anticipates that the Fund's equity investments in real estate companies
will primarily be in securities that do pay high dividends relative to the stock
market as a whole.
REITs are sometimes informally characterized as equity REITs, mortgage
REITs and hybrid REITs. An equity REIT invests primarily in the fee ownership
or leasehold ownership of land and buildings and derives its income primarily
from rental income. An equity REIT may also realize capital gains (or losses)
by selling real estate properties in its portfolio that have appreciated (or
depreciated) in value. A mortgage REIT invests primarily in mortgages on real
estate, which may secure construction, development or long-term loans. A
mortgage REIT generally derives its income primarily from interest payments on
the credit it has extended. A hybrid REIT combines the characteristics of
equity REITs and mortgage REITs, generally by holding both ownership interests
and mortgage interests in real estate. It is anticipated, although not
required, that under normal circumstances a majority of the Fund's investments
in REITs will consist of securities issued by equity REITs.
Prior to Uniplan selecting specific investments for the REIT Fund,
Uniplan generally tracks real estate supply and demand across the United States
by dividing the country into eight geographic regions. Within each region,
Uniplan compiles statistics on supply and demand factors including: (1) vacancy
rate by property type, (2) visible supply of property based on building permits,
(3) regional population and job growth, and (4) trends in rental and cap rates.
Uniplan uses the results of this analysis to detect cyclical inflection points
in the supply-demand equation. Using this information, Uniplan then determines
which property types within each region have the most favorable characteristics
in order to determine the appropriate investments for the REIT Fund.
The REIT Fund may invest up to 35% of the Fund's total assets in debt
securities issued or guaranteed by real estate companies. When, in the judgment
of Uniplan, market or general economic conditions justify a temporary defensive
position, the Fund may deviate from its investment objectives and policies and
invest all or any portion of its assets in high-grade debt securities, including
corporate debt securities, U.S. government securities, and short-term money
market instruments, without regard to whether the issuer is a real estate
company.
Non-Convertible Debt Securities. The REIT Fund will generally limit
its investments in non-convertible investment and non-investment grade debt
securities to those rated B or higher by either S&P or Moody's (or unrated but
determined by Uniplan to be of comparable quality). Securities rated BBB/Baa or
lower are not considered to be of investment grade and are called "High Yield
Securities," commonly known as "junk bonds."
For a description of other investments the REIT Fund may make, see the
section entitled "Additional Non-Principal Investment Strategies Used by the
Funds," below.
ADDITIONAL NON-PRINCIPAL INVESTMENT STRATEGIES USED BY THE FUNDS
Convertible Securities. Each of the Funds may invest in convertible
securities. The investment adviser for a Fund will select convertible
securities to be purchased by that Fund based primarily upon its evaluation of
the fundamental investment characteristics and growth prospects of the issuer of
the security. As a fixed-income security, a convertible security tends to
increase in market value when interest rates decline and to decrease in value
when interest rates rise. While convertible securities generally offer lower
interest or dividend yields than non-convertible fixed-income securities of
similar quality, their value tends to increase as the market value of the
underlying stock increases and to decrease when the value of the underlying
stock decreases.
Money Market Instruments. Each of the Funds may invest in money
market instruments. Those in which the Growth and Income Fund may invest
include United States Treasury Bills and other short term U.S. Government
Securities, commercial paper rated A-3 or better by Standard & Poor's
Corporation, commercial paper master notes and repurchase agreements.
Commercial paper master notes are unsecured promissory notes issued by
corporations to finance short-term credit needs. They permit a series of
short-term borrowings under a single note. Borrowings under commercial paper
master notes are payable in whole or in part at any time, may be prepaid in
whole or in part at any time, and bear interest at rates which are fixed to
known lending rates and automatically adjusted when such known lending rates
change. There is no secondary market for commercial paper master notes. The
investment adviser for a Fund will monitor the creditworthiness of the issuer of
the commercial paper master notes purchased by that Fund.
Repurchase Agreements. Repurchase agreements are agreements under
which the seller of a security agrees at the time of sale to repurchase the
security at an agreed time and price. None of the Funds will enter into
repurchase agreements with entities other than banks or registered broker-
dealers or invest over 25% of their respective net assets in repurchase
agreements, except that no such limit applies when a Fund is investing for
temporary defensive purposes. If a seller of a repurchase agreement defaults
and does not repurchase the security subject to the agreement, a Fund will look
to the collateral security underlying the seller's repurchase agreement,
including the securities subject to the repurchase agreement, for satisfaction
of the seller's obligation to a Fund. In such event, a Fund might incur
disposition costs in liquidating the collateral and might suffer a loss if the
value of the collateral declines. In addition, if bankruptcy proceedings are
instituted against a seller of a repurchase agreement, realization upon the
collateral may be delayed or limited.
Lending of Securities. Each of the Funds may lend their portfolio
securities to broker-dealers under contracts calling for collateral in cash,
U.S. Government securities or other high quality debt securities equal to at
least the market value of the securities loaned. A Fund's performance will
continue to reflect changes in the value of the securities loaned and will also
receive either interest, through investment of cash collateral by the Growth and
Income Fund in permissible investments, or a fee, if the collateral is U.S.
Government securities. Securities lending involves the risk of loss of rights
in the collateral or delay in recovery of the collateral should the borrower
fail financially. A Fund will normally pay lending fees to the broker-dealer
arranging the loan.
Other Securities Transactions. Each of the Funds may purchase
securities which they are eligible to purchase on a when-issued basis, may
purchase and sell such securities for delayed delivery and may make contracts to
purchase such securities for a fixed price at a future date beyond normal
settlement time ("forward commitments"). When-issued transactions, delayed
delivery purchases and forward commitments involve a risk of loss if the value
of the securities declines prior to the settlement date. No income accrues to
the purchaser of such securities prior to delivery.
American Depository Receipts. Each of the Funds may invest in
American Depository Receipts ("ADRs") of foreign issuers. The Funds limit
investments in American Depository Receipts of foreign issuers to 25% of their
respective assets. Such investments may involve risks which are in addition to
the usual risks inherent in investments in domestic issuers. In many countries,
there is less publicly available information about issuers than is available in
the reports and ratings published about companies in the United States.
Additionally, foreign companies are not subject to uniform accounting, auditing
and financial reporting standards. Dividends and interest on foreign securities
may be subject to foreign withholding taxes, which would reduce a Fund's income
without providing a tax credit for the Fund's stockholders. Although each of
the Funds intend to invest in ADRs of foreign issuers domiciled in nations which
that Fund's investment adviser consider as having stable and friendly
governments, there is the possibility of expropriation, confiscatory taxation,
currency blockage or political or social instability which could affect
investments relating to issuers domiciled in those nations.
Short Sales Against the Box. The Funds may from time to time make
short sales "against the box." While a short sale is made by selling a security
a Fund does not own, a short sale is "against the box" to the extent that the
Fund contemporaneously owns or has the right to obtain securities identical to
those sold short at no added cost.
Futures. The Funds will only enter into futures contracts or futures
options which are standardized and traded on a U.S. or foreign exchange or board
of trade, or similar entity, or quoted on an automated quotation system. The
Funds will use financial futures contracts and related options only for "bona
fide hedging" purposes, as such term is defined in applicable regulations of the
Commodity Futures Trading Commission, or, with respect to positions in financial
futures and related options that do not qualify as "bona fide hedging"
positions, will enter such non-hedging positions only to the extent that
aggregate initial margin deposits plus premiums paid by it for open futures
option positions, less the amount by which any such positions are "in-the-
money," would not exceed 5% of a Fund's total assets.
Options. As described below each of the Funds may purchase or sell
put and call options under certain circumstances. An option on a security is a
contract that gives the purchaser of the option, in return for the premium paid,
the right to buy a specified security (in the case of a call option) or to sell
a specified security (in the case of a put option) from or to the writer of the
option at a designated price during the term of the option. An option on a
stock index gives the purchaser of the option, in return for the premium paid,
the right to receive from the seller cash equal to the difference between the
closing price of the index and the exercise price of the option.
A Fund may purchase put options on securities to protect holdings in
an underlying or related security against a substantial decline in market value.
A Fund may purchase call options on securities to protect against substantial
increases in prices of securities the Fund intends to purchase pending its
ability to invest in such securities in an orderly manner. A Fund may sell put
or call options it has previously purchased, which could result in a net gain or
loss depending on whether the amount realized on the sale is more or less than
the premium and other transaction costs paid on the put or call options which is
sold.
A Fund may write a call or put option only if the option is "covered."
This means that, so long as the Fund is obligated as the writer of a call
option, it will own the underlying securities subject to the call, or hold a
call at the same or lower exercise price, for the same exercise period, and on
the same securities as the written call. A put is covered if a Fund maintains
collateral consisting of cash or liquid portfolio securities with a value equal
to the exercise price in a segregated account, or holds a put on the same
underlying security at an equal or greater exercise price. The value of the
underlying securities on which options may be written at any one time will not
exceed 25% of the total assets of a Fund. A Fund will not purchase put or call
options if the aggregate premium paid for such options would exceed 5% of its
total assets at the time of purchase.
Other Transactions. Under certain circumstances the Funds may (a)
temporarily borrow money from banks for emergency or extraordinary borrowings,
(b) pledge their assets to secure borrowings, and (c) purchase securities of
other investment companies.
A more complete discussion of the circumstances in which the Funds may
engage in the above activities is included in the Statement of Additional
Information.
ADDITIONAL RISK INFORMATION
RISKS COMMON TO THE FUNDS
High Yield Securities ("Junk Bonds"). Investments in securities
rated below investment grade that are eligible for purchase by a Fund are
described as "speculative" by both Moody's and S&P. A security is considered to
be of "investment grade" quality if it is either (1) rated Baa or BBB or higher
by Moody's or S&P or (2) not rated but determined by a Fund's investment
adviser to be of comparable quality. (At the end of this Prospectus you will
find a description of Moody's and S&P's ratings systems.) Investment in High
Yield Securities provides greater income and increased opportunity for capital
appreciation than investments in higher quality securities, but also typically
entails greater price volatility and credit risk (also called principal risk)
and market risk (also called income risk).
High Yield Securities are predominantly speculative with respect to
the issuer's continuing ability to meet principal and interest payments.
Analysis of the creditworthiness of issuers junk bonds may be more complex than
for issuers of higher quality debt securities. No more than 15% of a Fund's net
assets will be invested High Yield Securities.
As with other fixed-income securities, High Yield Securities are
subject to credit risk and market risk. Market risk relates to changes in a
security's value as a result of changes in interest rates. Credit risk relates
to the ability of the issuer to make payments of principal and interest. High
Yield Securities rated "BB" or "BA" or lower by Moody's or S&P or of comparable
quality are considered to be speculative with respect to the issuer's capacity
to pay interest and repay principal.
High Yield Securities are generally subject to greater credit risk
than higher-rated securities because the issuers are more vulnerable to economic
downturns, higher interest rates or adverse issuer-specific developments. In
addition, the prices of High Yield Securities are generally subject to greater
market risk and therefore react more sharply to changes in interest rates. The
value and liquidity of High Yield Securities may be diminished by adverse
publicity and investor perceptions.
Particular types of High Yield Securities may present special
concerns. Some High Yield Securities in which the Funds may invest may be
subject to redemption or call provisions that may limit increases in market
value that might otherwise result from lower interest rates while increasing the
risk that the Funds may be required to reinvest redemption or call proceeds
during a period of relatively low interest rates.
Short Sales Against the Box. Short sales expose a Fund to the risk
that it will be required to purchase securities to cover its short position at a
time when the securities have appreciated in value, thus resulting in a loss to
the Fund.
Options and Futures Contracts. Options and futures contracts are
forms of derivatives. The use of options and futures as hedging techniques may
not succeed where the price movements of the securities underlying the options
and futures do not follow the price movements of the portfolio securities
subject to the hedge. Gains on investments in options and futures depend on the
portfolio manager's ability to predict correctly the direction of stock prices,
interest rates and other economic factors. Where a liquid secondary market for
options or futures does not exist, a Fund may not be able to close its position
and, in such an event, would be unable to control its losses. The loss from
investing in futures contracts is potentially unlimited.
Fluctuation of Net Asset Value. Because the major portion of each
Fund's portfolio will normally be invested in equity securities, their net asset
values may be subject to greater fluctuation than a portfolio containing a
substantial amount of fixed-income securities.
Short-Term Trading. The Funds do not intend to place emphasis on
short-term trading profits. The Growth and Income Fund's and the Regional Bank
Fund's annual portfolio turnover rates generally are not expected to exceed 75%.
As stated above, under normal circumstances, the REIT Fund does not expect its
portfolio turnover rate to exceed 100%. However, the REIT Fund does not place
limits on the rate of portfolio turnover, and investments may be sold without
regard to length of time held.
MANAGEMENT AND ORGANIZATION OF THE FUNDS
Uniplan, Inc. is the investment adviser for the Growth and Income Fund
and the REIT Fund. Uniplan's address is 839 N. Jefferson Street, Milwaukee,
Wisconsin 53202. Uniplan supervises and manages the investment portfolios of
the Funds. It also directs the purchase or sale of investment securities in the
day-to-day management of the Funds (subject to such policies as the Trustees
of each Fund may determine).
Uniplan also provides investment advice to individual and
institutional clients with substantial investment portfolios. As of December
31, 1999, Uniplan and its affiliates managed approximately $204 million in
assets. Uniplan has been in existence for over 15 years. Richard P. Imperiale
currently controls Uniplan and is primarily responsible for the day-to-day
management of the portfolios of the Funds managed by Uniplan. He has held this
responsibility since the Fund commenced operations. Mr. Imperiale also has
served as the Chairman, Secretary and a Trustee of the Jefferson Fund Group
Trust since it was organized.
Uniplan, at its own expense and without reimbursement from the Funds,
furnishes office space and all necessary office facilities, equipment and
executive personnel for making investment decisions for the Funds it manages and
maintaining its organization. Uniplan also pays the salaries and fees of all
officers and Trustees of the Funds it manages (except the fees paid to
disinterested directors or Trustees who are affiliated with the distributor of
Fund shares).
For its services connected to the Funds, Uniplan receives an annual
fee of .60% on the first $500,000,000 of average net assets, .50% of the next
$500,000,000 of average net assets and .40% of average net assets in excess of
$1,000,000,000 of each Fund for which it acts as investment adviser. In
the most recent fiscal year, an aggregate fee of .60% of average net assets of
the Growth and Income Fund, and an aggregate fee of .60% (annualized) of average
net assets of the REIT Fund was paid to Uniplan, as investment adviser. All of
the above fees are paid monthly.
Uniplan has agreed that in the event that the total expenses of the
REIT Fund exceed 2.5% of the REIT Fund's average net assets, it will reimburse
the REIT Fund for the excess amount. This voluntary reimbursement agreement
will remain in effect until terminated by Uniplan, but in no event will it
terminate prior to February 28, 2001.
DISTRIBUTION ARRANGEMENTS
Adviser Dealer Services, Inc. (the "Distributor") is the distributor
and principal underwriter for Class A shares of each Fund. In that capacity,
the Distributor pays money owed to participating brokers, pays servicing fees
and pays various other promotional and sales-related expenses, including the
cost of printing and mailing prospectuses to persons other than shareholders.
Class A Servicing Fees. Each Fund pays the Distributor annual
servicing fees of up to .25% of the Fund's average daily net assets attributable
to Class A shares.
The Distributor is permitted to spend the servicing fee on personal
services rendered to shareholders of the Funds and the maintenance of
shareholder accounts. Such expenses include compensation and reimbursement of
financial consultants or other employees of the Distributor or of participating
or introducing brokers who aid the Funds. The Distributor may also spend such
fees on interest relating to unreimbursed distribution or servicing expenses
from prior years.
The Distributor is also permitted to pay additional cash bonuses or
other incentives to selected participating brokers in connection with the sale
or servicing of Class A shares of the Funds. The Distributor currently expects
that such additional bonuses or incentives will not exceed .25% of the amount of
any sale.
SHAREHOLDER INFORMATION
PURCHASE OF FUND SHARES
You may purchase Fund shares on any day the New York Stock Exchange
("NYSE") is open for business. Each Fund offers and sells one class of Fund
shares (Class A). Adviser Dealer Services, Inc. (the "Distributor"), which
is the principal underwriter of the Funds, continuously offers Fund shares for
sale. The Distributor also sells Fund shares through other firms which have
dealer agreements with the Distributor ("participating brokers") or which have
agreed to act as introducing brokers for the Distributor ("introducing
Brokers").
The price per share (the offering price) will be the net asset value
per share ("NAV") next determined after your purchase order is accepted by the
Distributor, plus a sales charge. Each Fund calculates NAV by (1) taking the
current market value of the Fund's total assets, (2) subtracting the liabilities
of that Fund, and (3) dividing the resulting amount by the total number of
shares owned by shareholders.
All the Funds determine net asset value each business day as of the
close of regular trading (typically 4:00 p.m. Eastern Time) on the NYSE on each
day the NYSE is open for trading. The Funds will not price their shares on any
national holidays or other days on which the NYSE is closed for trading.
Purchase payments for Class A shares, less the applicable sales
charge, are invested at the net asset value next determined after acceptance of
the trade.
Except for purchases through the Auto Invest plan and tax-qualified
programs described below, the minimum initial investment in each Fund is $2,500
and the minimum additional investment is $100. As discussed below, the minimum
initial IRA investment is $250 and the minimum subsequent IRA investment is
$100. No share certificates will be issued.
You can purchase Fund shares either (1) through your broker or dealer
which has a dealer agreement with the Distributor or (2) by mailing an Account
Application with payment, as described below, to Firstar Mutual Fund Services,
LLC, which is the transfer agent for the Funds (if no dealer is named in the
application, the Distributor may act as dealer).
DIRECT INVESTMENT
If you want to invest in a Fund directly, instead of through a
participating broker, you may do so by completing the Account Application
included with this Prospectus. Please send a completed application
form to:
The Jefferson Fund Group Trust
c/o Firstar Mutual Fund Services, LLC
Mutual Fund Services, 3rd Floor
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
Do not mail letters or applications by overnight courier to the post
office address. Correspondence and applications mailed by overnight courier
should be sent to:
The Jefferson Fund Group Trust
c/o Firstar Mutual Fund Services, LLC
Mutual Fund Services, 3rd Floor
615 East Michigan Street
Milwaukee, Wisconsin 53202
All applications must be accompanied by payment in the form of a check
drawn on a U.S. bank payable to The Jefferson Fund Group Trust or by direct wire
transfer. No cash will be accepted. Firstar Mutual Fund Services, LLC will
charge a $20 fee against a shareholder's account for any payment check returned
to the custodian. You will also be responsible for any loss suffered by a Fund
as a result. Applications are subject to acceptance by a Fund, and are not
binding until so accepted. The Funds reserve the right to reject applications
in whole or part.
All purchases are accepted subject to collection of checks at full
value and conversion into federal funds. The purchase price is based on the net
asset value next determined after the purchase order and check are accepted,
even though the check may not yet have been converted into federal funds.
Rather than mailing a check, you may initiate a wire transfer. Before
establishing a new account or any additional purchases for an existing account
by wire transfer, you should call Firstar Mutual Fund Services, LLC at (800)
216-9785 to provide information for the account. A properly signed share
purchase application marked "follow-up" must be sent for all new accounts opened
by wire transfer. Funds should be wired to:
Firstar Bank of Milwaukee, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
ABA #0750-00022
Firstar Trust MFS A/C #112-952-137
Credit to: The Jefferson Fund Group Trust - [Name of Fund]
[Your account number and title of account, if known]
SUBSEQUENT PURCHASES OF SHARES
You can make subsequent purchases by mailing a check with a letter
describing the investment or with the additional investment portion of a
confirmation statement. The minimum subsequent purchase is $100. All payments
should be made payable to The Jefferson Fund Group Trust and should clearly
indicate the shareholder's account number.
AUTO INVEST
The Auto Invest plan provides for periodic investments into your
account with a Fund by means of automatic transfers of a designated amount from
your bank account. Investments may be made monthly, on the business day of your
choosing, and may be in any amount subject to a minimum of $100 per month.
Further information regarding the Auto Invest plan is available from the
Distributor or participating brokers. You may enroll by completing the
appropriate section of the Application that accompanies this Prospectus.
FUND LINK
(Fund Link does not apply to shares held in broker "street name"
accounts.) Fund Link connects your Fund account with a bank account. Fund Link
may be used for subsequent purchases and for redemption and other transactions.
Purchase transactions are effected by electronic funds transfers from the
shareholder's account at a U.S. bank or other financial institution that is an
Automated Clearing House ("ACH") member. You may use Fund Link to make
subsequent purchases of shares in amounts from $100 to $10,000.
To initiate Fund Link purchases, call (800) 216-9785. Fund Link is
normally established within 15 days of receipt of an application by Firstar
Mutual Fund Services, LLC. Shares will be purchased on the regular business day
Firstar Mutual Fund Services, LLC receives the funds through the ACH system,
provided the funds are received before the close of regular trading on the New
York Stock Exchange. If the funds are received after the close of regular
trading, the shares will be purchased on the next regular business day. Most
transfers are completed within three business days after you call to place the
order.
Fund Link privileges may be requested on the Account Application. To
establish Fund Link on an existing account, complete the Supplemental
Application with signatures guaranteed from all shareholders of record for the
account. Such privileges apply to each shareholder of record for the account
unless and until Firstar Mutual Fund Services, LLC receives written instructions
from a shareholder of record canceling such privileges. Changes of bank account
information must be made by completing a new Supplemental Application signed by
all owners of record of the account, with all signatures guaranteed. Firstar
Mutual Fund Services, LLC and a Fund may rely on any telephone instructions
believed to be genuine and will not be responsible for any damage, loss or
expenses arising out of such instructions. The Fund reserves the right to
amend, suspend or discontinue Fund Link privileges at any time without prior
notice.
CHANGES IN REGISTRATION AND ACCOUNT PRIVILEGES
Changes in registration or account privileges may be made in writing
to Firstar Mutual Fund Services, LLC. Signature guarantees may be required.
CORRESPONDENCE
All correspondence must include your account number and must be sent
to Firstar Mutual Fund Services, LLC
TDD SERVICE
Firstar Mutual Fund Services, LLC, the transfer agent, offers
Telecommunication Device for the Deaf (TDD) services for hearing impaired
shareholders. The dedicated number for this service is (800) 684-3416.
CLASS A SHARES - INITIAL SALES CHARGE
Class A shares are sold at a public offering price equal to their net
asset value per share plus a sales charge, as set forth below.
Sales Discount or
Sales Charge Commission
Charge as % to Dealers
as % of the as % of
of Net Public Public
Amount Offering Offering
Amount of Purchase Invested Price Price
- -------------------------------------------------------------------------
$0-$9,999 5.82% 5.50% 4.75%
$10,000-$24,999 4.71% 4.50% 3.75%
$25,000-$49,999 3.63% 3.50% 3.00%
$50,000-$99,999 2.56% 2.50% 2.00%
$100,000-$499,999 1.52% 1.50% 1.00%
$500,000-$999,999 1.01% 1.00% 0.75%
$1,000,000 + 0%1<F16> 0%1<F16> 0.25%1<F16>
1<F16> The Distributor will pay a 0.25% commission to dealers who sell amounts
of $1,000,000 or more of a Fund's Class A shares, which commission may
be paid in installments over the course of the year following the
purchase, and the Distributor may pay additional commissions, not
exceeding 0.25% per year, to dealers, if the shares remain outstanding.
The Distributor will not pay any commission upon the sale of Class A
shares to any of the purchasers described below under "Sales at Net
Asset Value."
A Fund receives the entire net asset value of its Class A shares sold
to investors. The Distributor receives the sales charge shown above less any
applicable discount or commission "re-allowed" to participating brokers in the
amounts indicated in the table above. The Distributor may, however, elect to
reallow the entire sales charge to participating brokers for all sales with
respect to which orders are placed with the Distributor for the Fund during a
particular period. During such periods as may from time to time be designated
by the Distributor, the Distributor may pay selected participating dealers an
additional 0.25% of the public offering price to each participating dealer which
obtains purchase orders in amounts exceeding thresholds established by the
Distributor.
Shares issued under the automatic reinvestment program are issued at
net asset value and are not subject to any sales charges.
REDUCED SALES CHARGES FOR CLASS A SHARES
There are several ways that an investor can reduce the initial sales
change. Each of these methods are described below. The programs described
below may be modified or terminated at any time.
Combined Purchase Privilege. Investors may qualify for a reduced
sales charge by combining purchases of the Class A shares of a Fund into a
"single purchase," if the resulting purchase totals at least $50,000. The term
"single purchase" refers to: (i) a single purchase by an individual, or
concurrent purchases by an individual, his spouse and their children under the
age of 21 years for his, her or their own account; (ii) a single purchase by a
trustee or other fiduciary purchasing shares for a single trust, estate or
fiduciary account although more than one beneficiary is involved; or (iii) a
single purchase for the employee benefit plans of a single employer. For further
information, consult the Statement of Additional Information or call (800) 216-
9785 or your broker.
Cumulative Quantity Discount (Right of Accumulation). A purchase of
additional Class A shares of a Fund may qualify for a Cumulative Quantity
Discount by adding:
(i) the investor's current purchase;
(ii) the value (at the close of business on the
day of the current purchase) of all Class A
shares of a Fund held by the investor;
and
(iii) the value of all shares described in paragraph
(ii) owned by another shareholder eligible to be
combined with the investor's purchase into a "single
purchase" as defined above under "Combined Purchase
Privilege."
For example, if you owned Class A shares of a Fund worth $25,000 and
wished to purchase Class A shares of that Fund worth an additional $30,000, the
sales charge for the $30,000 purchase would be at the 2.50% rate applicable to a
single $55,000 purchase of shares of the Fund, rather than the 3.50% rate.
An investor or participating broker must notify the Distributor
whenever a quantity discount or reduced sales charge is applicable to a purchase
and must provide the Distributor with sufficient information at the time of
purchase to verify that each purchase qualifies for the privilege or discount.
When properly notified, the investor will receive the lowest applicable sales
charge.
Letter of Intent. You may also obtain a reduced sales charge by
using a written Letter of Intent, which expresses an intention to invest not
less than $50,000 within a period of 13 months in Class A shares of a Fund.
Each purchase of shares under a Letter of Intent will be made at prices
applicable at the time of such purchase to a single transaction of the dollar
amount indicated in the Letter. At your option, a Letter of Intent may include
purchases of Class A shares of a Fund made not more than 90 days prior to the
date the Letter of Intent is signed; however, the 13-month period during which
the Letter is in effect will begin on the date of the earliest purchase to be
included and the sales charge on any purchases prior to the Letter will not be
adjusted.
Investors qualifying for the Combined Purchase Privilege described
above may purchase shares of the Fund under a single Letter of Intent. For
example, if at the time you sign a Letter of Intent to invest at least $100,000
in Class A shares of a Fund, you and your spouse each purchase Class A shares of
the Fund worth $30,000 (for a total of $60,000), it will only be necessary to
invest a total of $40,000 during the following 13 months in Class A shares of
the Fund to qualify for the 1.50% sales charge on the total amount being
invested (the sales charge applicable to an investment of $100,000 in the Fund).
A Letter of Intent is not a binding obligation to purchase the full
amount indicated. The minimum initial investment under a Letter of Intent is 5%
of such amount. Shares purchased with the first 5% of such amount will be held
in escrow (while remaining registered in your name) to secure payment of the
higher sales charge applicable to the shares actually purchased in the event the
full intended amount is not purchased. If the full amount indicated is not
purchased, such escrowed shares will be involuntarily redeemed to pay the
additional sales charge applicable to the amount actually purchased, if
necessary. Dividends on escrowed shares, whether paid in cash or reinvested in
additional Fund shares, are not subject to escrow. When the full amount
indicated has been purchased, the escrow will be released.
If you wish to enter into a Letter of Intent in conjunction with your
initial investment in Class A shares of the Fund, you should complete the
appropriate portion of the Account Application included with this Prospectus.
If you are a current Class A shareholder wanting to do so you can obtain a form
of Letter of Intent by calling (800) 216-9785 or any broker participating in
this program.
Sales at Net Asset Value. The Funds may sell their Class A
shares at net asset value without a sales charge: (1) to any Trustee or officer
of a Fund; (2) to any director or officer, or to any full-time employee or sales
representative (who has acted as such for at least 90 days), of Uniplan or the
Distributor or any sub-adviser hired by Uniplan or the Distributor; (3) to
registered representatives and employees of broker/dealers with whom the
Distributor has sales agreements;(4) to any qualified retirement plan for
persons described above; (5) to any officer, director or employee of a corporate
affiliate of Uniplan or the Distributor; (6) to any spouse, child, parent,
grandparent, brother or sister of any person named in (1), (2), (3) or (5)
above; (7) to employee benefit plans for employees of Uniplan, or the
Distributor and/or their corporate affiliates; (8) to any employee or agent who
retires from Uniplan, or the Distributor and/or a corporate affiliate of
Uniplan or the Distributor; (9) to any account held in the name of a qualified
employee benefit plan, endowment fund or foundation if, on the date of the
investment, the plan, fund or foundation has assets of $5,000,000 or more or at
least 100 participants; (10) to any state, county, city, department, authority
or similar agency prohibited by law from paying a sales charge; or (11) any
unallocated accounts held by any third party administrators, registered
investment advisers, trust companies and bank trust departments which exercise
discretionary authority and hold the accounts in fiduciary, agency, custodial or
similar capacity, if in the aggregate such accounts equal or exceed $1,000,000;
provided that sales to persons listed in (1) through (11) above are made upon
the written assurance of the purchaser that the purchase is made for investment
purposes and that the shares so acquired will not be resold except to a Fund.
As described above, the Distributor will not pay any initial commission to
dealers upon the sale of Class A shares to the purchasers described in this
paragraph.
Participating Brokers. Investment dealers and other firms provide
varying arrangements for their clients to purchase and redeem Fund shares. Some
may establish higher minimum investment requirements than set forth above.
Firms may arrange with their clients for other investment or administrative
services. Such firms may independently establish and charge additional amounts
to their clients for such services, which charges would reduce clients' return.
Firms also may hold Fund shares in nominee or street name as agent for and on
behalf of their customers. In such instances, the Fund's transfer agent will
have no information with respect to or control over accounts of specific
shareholders. Such shareholders may obtain access to their accounts and
information about their accounts only from their broker. In addition, certain
privileges with respect to the purchase and redemption of Fund shares or the
reinvestment of dividends may not be available through such firms. Some firms
may participate in a program allowing them access to their clients' accounts for
servicing including, without limitation, transfers of registration and dividend
payee changes; and may perform functions such as generation of confirmation
statements and disbursement of cash dividends. This Prospectus should be read
in connection with such firms' material regarding their fees and services.
REDEMPTIONS
You may redeem Fund shares through a participating broker, by
telephone, by submitting a written redemption request directly to Firstar Mutual
Fund Services, LLC (for non-broker accounts) or through Fund Link.
Your shares will be redeemed at their net asset value. You will
not be charged by the Distributor for a redemption. You should be aware,
however, that a participating broker who processes a redemption for an investor
may charge customary commissions for its services. Dealers and other financial
services firms are obligated to transmit orders promptly. Requests for
redemption received by dealers or other firms prior to the close of regular
trading on the New York Stock Exchange (normally 4:00 p.m. Eastern time) on a
regular business day and accepted by Firstar Mutual Fund Services, LLC prior to
the close of the Distributor's business day will be confirmed at the net asset
value effective as of the closing of the Exchange on that day.
Direct Redemption. A shareholder's original Account Application
permits the shareholder to redeem by written request and by telephone (unless
the shareholder specifically elects not to utilize telephone redemptions) and to
elect one or more of the additional redemption procedures described below. A
shareholder may change the instructions indicated on his original Account
Application, or may request additional redemption options, only by transmitting
a written direction to Firstar Mutual Fund Services, LLC. Requests to institute
or change any of the additional redemption procedures will require a signature
guarantee.
Redemption proceeds will, absent unusual circumstances, be mailed to
the redeeming shareholder within seven days or, in the case of wire transfer
redemptions, sent to the designated bank account within one business day. Fund
Link redemptions may be received by the bank on the third business day. In
cases where shares have recently been purchased by personal check, redemption
proceeds will be mailed upon the clearance of the personal check (which may take
up to 15 days from the purchase date. To avoid such delay, investors should
purchase shares by certified or bank check or by wire transfer.
Written Requests. (Does not apply to shares held in broker "street
name" accounts.) To redeem Fund shares in writing a shareholder must send the
following items Firstar Mutual Fund Services, LLC: (1) a written request for
redemption signed by all registered owners exactly as the account is registered
on Firstar Mutual Fund Services, LLC's records, including fiduciary titles, if
any, and specifying the account number and the dollar amount or number of Fund
shares to be redeemed; (2) for certain redemptions described below, a guarantee
of all signatures on the written request; and (3) any additional documents which
may be required by Firstar Mutual Fund Services, LLC for redemption by
corporations, partnerships or other organizations, executors, administrators,
trustees, custodians or guardians, or if the redemption is requested by anyone
other than the shareholder(s) of record. Transfers of shares are subject to the
same requirements. A signature guarantee is not required for redemptions of
$50,000 or less, requested by and payable to all shareholders of record for the
account, to be sent to the address of record for that account. To avoid delay
in redemption or transfer, shareholders having any questions about these
requirements should contact Firstar Mutual Fund Services, LLC in writing or by
calling (800) 216-9785 before submitting a request. Requests for redemption by
telegram and requests which are subject to any special conditions or which
specify an effective date other than as provided herein cannot be honored.
Redemption or transfer requests will not be honored until all required documents
in the proper form have been received by Firstar Mutual Fund Services, LLC.
Shareholders who have an IRA must indicate on their redemption
requests whether or not to withhold federal income tax. Unless otherwise
indicated, these redemptions, as well as redemptions of other investment plans
not involving a direct rollover to an eligible plan, will be subject to federal
income tax withholding.
If the proceeds of the redemption (i) exceed $50,000, (ii) are to be
paid to a person other than the record owner, (iii) are to be sent to an address
other than the address of the account on Firstar Mutual Fund Services, LLC's
records, or (iv) are to be paid to a corporation, partnership, trust or
fiduciary, the signature(s) on the redemption request must be guaranteed as
described above, except that the Distributor may waive the signature guarantee
requirement for redemptions up to $2,500 by a trustee of a qualified retirement
plan, the administrator for which has an agreement with the Distributor.
CONDUCTING BUSINESS BY TELEPHONE. (DOES NOT APPLY TO SHARES HELD IN BROKER
"STREET NAME" ACCOUNTS.)
The Funds accept telephone requests for redemption of shares for
amounts from $1,000 up to $50,000 within any 7 calendar day period, except for
investors who have specifically declined telephone redemption privileges on the
Account Application or elected in writing not to utilize telephone redemptions.
The proceeds of a telephone redemption will be sent to the record shareholder at
his record address. Changes in account information must be made in a written
authorization with a signature guarantee. Telephone redemptions will not be
accepted during the 30-day period following any change in an account's record
address.
The Funds will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine, and may be liable for any
losses due to unauthorized or fraudulent instructions if they fail to employ
such procedures. The Funds will require a form of personal identification prior
to acting on a caller's telephone instructions, will provide written
confirmations of such transactions and will record telephone instructions. By
completing an Account Application, an investor agrees that the Funds, the
Distributor and Firstar Mutual Fund Services, LLC shall not be liable for any
loss incurred by the investor by reason of a Fund accepting unauthorized
telephone instructions for his account if a Fund reasonably believes the
instructions to be genuine. Thus, you risk possible losses in the event of a
telephone instruction not authorized by you. The Funds may accept telephone
instructions from any person identifying himself as the owner of an account or
the owner's broker where the owner has not declined in writing to utilize this
service.
A shareholder making a telephone redemption should call Firstar Mutual
Fund Services, LLC at (800) 216-9785 and state (i) the name of the shareholder
as it appears on Firstar Mutual Fund Services, LLC's records, (ii) his or her
account number with the Fund, (iii) the amount to be withdrawn and (iv) the name
of the person requesting the redemption. Usually the proceeds are sent to the
investor on the next Fund business day after the redemption is effected,
provided the redemption request is received prior to the close of regular
trading on the New York Stock Exchange (normally 4:00 p.m. Eastern time) that
day. If the redemption request is received after the closing of the New York
Stock Exchange, the redemption is effected on the following Fund business day at
that day's net asset value and the proceeds are usually sent to the investor on
the second following Fund business day. The Funds reserve the right to
terminate or modify the telephone redemption service at any time. During times
of severe disruptions in the securities markets, the volume of calls may make it
difficult to redeem by telephone, in which case a shareholder may wish to send a
written request for redemption as described under "Written Requests" above.
Telephone communications may be recorded by the Distributor or Firstar Mutual
Fund Services, LLC.
Fund Link Redemptions. (Does not apply to shares held in broker
"street name" accounts.) If a shareholder has established Fund Link, the
shareholder may redeem shares by telephone and have the redemption proceeds sent
to a designated account at a financial institution. Fund Link is normally
established within 15 days of receipt of the Application by Firstar Mutual Fund
Services, LLC. To use Fund Link for redemptions, call Firstar Mutual Fund
Services, LLC at (800) 216-9785. Requests received by Firstar Mutual Fund
Services, LLC prior to the close of regular trading on the New York Stock
Exchange (normally 4:00 p.m. Eastern time) on a business day will be processed
at the net asset value on that day and the proceeds will normally be sent to the
designated bank account on the following business day and received by the bank
on the second or third business day. If the redemption request is received
after the close of regular trading on the New York Stock Exchange, the
redemption is effected on the following business day. Shares purchased by check
may not be redeemed through Fund Link until such shares have been owned (i.e.,
paid for) for at least 15 days. Changes in bank account information must be
made by completing a new Supplemental Application, signed by all owners of
record of the account, with all signatures guaranteed. The Fund may terminate
the Fund Link program at any time without notice to shareholders.
Expedited Wire Transfer Redemptions. (Does not apply to shares held
in broker "street name" accounts.) If a shareholder has given authorization for
expedited wire redemption, shares can be redeemed and the proceeds sent by
federal wire transfer to a single previously designated bank account. Requests
received by the Fund prior to the close of the New York Stock Exchange will
result in shares being redeemed that day at the next determined net asset value
and normally the proceeds being sent to the designated bank account the
following business day. The bank must be a member of the Federal
Reserve wire system. Delivery of the proceeds of a wire redemption request may
be delayed by the Fund for up to 7 days if Firstar Mutual Fund Services, LLC
deems it appropriate under then current market conditions. Once authorization
is on file, the Fund will honor requests by any person identifying himself as
the owner of an account or the owner's broker by telephone at (800) 216-9785 or
by written instructions. The Fund cannot be responsible for the efficiency of
the Federal Reserve wire system or the shareholder's bank. Firstar Mutual Fund
Services, LLC currently charges a $12.00 fee for each payment of redemption
proceeds made by wire, which will be deducted from the shareholder's account.
The shareholder is responsible for any charges imposed by the shareholder's
bank. The minimum amount that may be wired is $1,000. The Fund reserves the
right to change this minimum or to terminate the wire redemption privilege.
Shares purchased by check may not be redeemed by wire transfer until such shares
have been owned (i.e. paid for) for at least 15 days. To change the name of the
single bank account designated to receive wire redemption proceeds, it is
necessary to send a written request with signatures guaranteed to Firstar Mutual
Fund Services.
Systematic Withdrawal Plan. An investor who owns or buys shares of a
Fund having a net asset value of $10,000 or more may open a Systematic
Withdrawal Plan and have a designated sum of money (not less than $100) paid
monthly to the investor or another person. Such a plan may be established by
completing the appropriate section of the Supplemental Application. If a
Systematic Withdrawal Plan is set up after the account is established providing
for payment to a person other than the shareholder of record or to an address
other than the address of record, a signature guarantee is required. Shares of
either class of the Funds are deposited in a plan account and all distributions
are reinvested in additional shares of that class of the Fund at net asset
value. Shares in a plan account are then redeemed at net asset value to make
each withdrawal payment.
Redemptions are ordinarily made on the business day preceding the day
of payment at that day's closing net asset value and checks are mailed on the
day after the day of payment selected by the shareholder in the Supplemental
Application. Payment will be made to any person the investor designates;
however, if the shares are registered in the name of a trustee or other
fiduciary, payment will be made only to the fiduciary, except in the case of a
profit-sharing or pension plan where payment will be made to the designee. As
withdrawal payments may include a return of principal, they cannot be considered
a guaranteed annuity or actual yield of income to the investor. The redemption
of shares in connection with Systematic Withdrawal Plan may result in a gain or
loss for tax purposes. Continued withdrawals in excess of income will reduce
and possibly exhaust invested principal, especially in the event of a market
decline. The maintenance of a Systematic Withdrawal Plan concurrently with
purchases of additional shares of a Fund would be disadvantageous to the
investor because of the initial sales charge in the case of Class A shares.
For this reason, the minimum investment accepted for the Funds while a
Systematic Withdrawal Plan is in effect is $1,000, and an investor may
not maintain a plan for the accumulation of shares of the Fund (other than
through reinvestment of distributions) and a Systematic Withdrawal Plan at the
same time. The cost of administering the Systematic Withdrawal Plans for the
benefit of those shareholders participating in them is borne by a Fund as an
expense of all shareholders. The Funds or the Distributor may terminate or
change the terms of the Systematic Withdrawal Plan at any time.
Because the Systematic Withdrawal Plan may involve invasion of
capital, investors should consider carefully with their own financial advisers
whether the plan and the specified amounts to be withdrawn are appropriate in
their circumstances. The Funds and the Distributor make no recommendations or
representations in this regard.
EXCHANGE PRIVILEGE
A shareholder may, without charge, exchange Class A shares
of any Fund for shares of any other Fund within the same class on the basis of
their respective net asset values. In addition, a shareholder of a Fund may,
without charge, exchange at net asset value any or all of an investment in one
Fund for shares of the Firstar Money Market Fund (the "Money Market Fund").
This Exchange Privilege is a convenient way for shareholders to buy shares in
another Fund or a money market fund in order to respond to changes in their
goals or market conditions. Before exchanging into the Money Market Fund, read
its prospectus. To obtain the Money Market Fund prospectus and the necessary
exchange authorization forms, call Firstar Mutual Fund Services, LLC at (800)
216-9785. There is no charge for exchange transactions which are requested by
mail. Firstar Mutual Fund Services, LLC may charge a $5.00 fee for each
telephone exchange which will be deducted from the investor's account from which
the funds are being withdrawn prior to effecting the exchange. Use of the
Exchange Privilege is subject to the minimum purchase and redemption amounts set
forth in this Prospectus and in the Prospectus for the Money Market Fund.
This Exchange Privilege also permits shareholders of a Fund to make
regular investments in an existing account with that Fund by redeeming shares
from their Money Market Fund account. There is no charge for this service, but
sales charges may apply. These transactions must meet the minimum purchase
amounts described herein for automatic investments.
For purposes of the Exchange Privilege, exchanges into and out of the
Money Market Fund will be treated as the same Class of shares owned of
applicable Jefferson Fund. For example, if an investor who owned Class A shares
of the Growth and Income Fund moved an investment from the Fund to the Money
Market Fund and then decided at a later date to move the investment back to the
Fund, he or she would be deemed, once again, to own Class A shares of the Fund
and may do so without the imposition of any additional sales charges, so long as
the investment has been continuously invested in shares of the Money Market Fund
during the period between withdrawal and re-investment.
All accounts opened as a result of using the exchange privilege must
be registered in the same name and taxpayer identification number as a
shareholder's existing account with a Fund. Remember that each exchange
represents the sale of shares of one fund and the purchase of shares of another.
Therefore, shareholders may realize a taxable gain or loss on the transaction.
Before making an exchange request, an investor should consult a tax or other
financial adviser to determine the tax consequences of a particular exchange.
The Distributor is entitled to receive a fee from the Money Market Fund for
certain support services at the annual rate of .02 of 1% of the average daily
net asset value of the shares for which it is the holder or dealer of record.
Because excessive trading can hurt a Fund's performance and shareholders, a Fund
reserves the right to temporarily or permanently limit the number of exchanges
or to otherwise prohibit or restrict shareholders from using the exchange
privilege at any time, without notice to shareholders. In particular, a pattern
of exchanges with a "market timing" strategy may be disruptive to a Fund and may
thus be restricted or refused. Each of the Funds also believe that excessive
use of the exchange privilege is more than five exchanges per calendar year.
The restriction or termination of the exchange privilege does not affect the
rights of shareholders to redeem shares.
The Money Market Fund is managed by Firstar Investment Research and
Management Company, an affiliate of Firstar Mutual Fund Services, LLC. The
Firstar Funds, including the Money Market Fund, are unrelated to the Jefferson
Fund Group Trust.
DIVIDENDS
Dividend Reinvestment. Fund shareholders may elect to have some or
all income dividends and capital gains distributions reinvested or paid in cash.
Shareholders having dividends and/or capital gains distributions paid in cash
may choose to have such amounts automatically deposited to their checking or
savings accounts. If a Fund shareholder does not specify an election, all
income dividends and capital gains distributions will automatically be
reinvested in full and fractional shares calculated to the nearest 1,000th of a
share. Shares are purchased at the net asset value in effect on the business
day after the dividend record date and are credited to the shareholder's account
on the dividend payment date. Shareholders will be advised of the number of
Fund shares purchased and the price following each reinvestment. An election to
reinvest or receive dividends and distributions in cash will apply to all shares
registered in the same name, including those previously purchased.
A shareholder may change an election at any time by notifying a Fund
in writing. If such a notice is received between a dividend declaration date
and payment date, it will become effective on the day following the payment
date. A Fund may modify or terminate its dividend reinvestment program at any
time on thirty days' written notice to participants.
TAX CONSEQUENCES
The following is a summary of some important tax issues that affect
the Funds and their shareholders. The summary is based on current tax laws,
which may be changed by legislative, judicial or administrative action. The
following does not present a detailed explanation of the tax treatment of the
Fund, or of the tax consequences of an investment in the Funds. MORE
INFORMATION ABOUT TAXES IS LOCATED IN THE STATEMENT OF ADDITIONAL INFORMATION.
YOU SHOULD CONSULT YOUR TAX ADVISOR REGARDING SPECIFIC QUESTIONS AS TO FEDERAL,
STATE AND LOCAL INCOME TAXES.
Tax Status of the Funds. The Funds are treated as entities separate
from each other and from the Trust for tax purposes. Each Fund intends to
qualify for the special tax treatment given to regulated investment companies.
As long as a Fund qualifies as a regulated investment company, it pays no
federal income tax on the earnings it distributes to shareholders.
Tax Status of Distributions. The Funds will distribute to their
shareholders substantially all of their income. Currently, each Fund declares
and pays dividends quarterly and distributes capital gains annually. THE INCOME
DIVIDENDS YOU RECEIVE FROM A FUND WILL BE TAXED AS ORDINARY INCOME WHETHER YOU
RECEIVE THE DIVIDENDS IN CASH OR IN ADDITIONAL SHARES. Shareholders will be
notified annually as to the federal tax status of dividends and distributions.
Corporate shareholders may be entitled to a dividends-received deduction for the
portion of dividends they receive which are attributable to dividends received
by a Fund from U.S. corporations.
Capital gains distributions will result from gains on the sale or
exchange of capital assets held for more than one year, and will be taxed at
different rates depending on how long a Fund held the assets. Distributions
paid in one year by a Fund but declared by the Fund in the previous year may be
taxable to you in the previous year.
Tax Status of Share Transactions. Each sale, exchange or redemption
of Fund shares is a taxable event to you. You should consider the tax
consequences of any redemption or exchange before making such a request,
especially with respect to redemptions, if you invest in the fund through tax-
qualified retirement plan.
State Tax Considerations. The Funds are not liable for any income or
franchise tax in Delaware as long as they qualify as regulated investment
companies for Federal income tax purposes. Distributions by a Fund may be
subject to state and local taxation. You should verify your tax eligibility
with your tax advisor.
Unique Tax Considerations for the REIT Fund. The REIT Fund may invest
in real estate investment trusts ("REITs") that hold residual interests in real
estate mortgage investment conduits ("REMICs"). Under existing Treasury
regulations, a portion of the Fund's income from a REIT that is attributable to
the REIT's residual interest in a REMIC (referred to in the Code as an "excess
inclusion") will be subject to federal income tax in all events. These
regulations are also expected to provide that excess inclusion income of a
regulated investment company, such as the Fund, will be allocated to
shareholders of the regulated investment company in proportion to the dividends
received by such shareholders, with the same consequences as if the shareholders
held the related REMIC residual interest directly. In general, excess inclusion
income allocated to shareholders (i) cannot be offset by net operating losses
(subject to a limited exception for certain thrift institutions), (ii) will
constitute unrelated business taxable income to entities (including a qualified
pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or
other tax-exempt entity) subject to tax on unrelated business income, thereby
potentially requiring such an entity that is allocated excess inclusion income,
and otherwise might not be required to file a tax return, to file a tax return
and pay tax on such income, and (iii) in the case of a foreign shareholder, will
not qualify for any reduction in U.S. federal withholding tax. In addition, if
at any time during any taxable year a "disqualified organization" (as defined in
the Code) is a record holder of a share in a regulated investment company, then
the regulated investment company will be subject to a tax equal to that portion
of its excess inclusion income for the taxable year that is allocable to the
disqualified organization, multiplied by the highest federal income tax rate
imposed on corporations. Uniplan does not intend to invest Fund assets in REITs
that mostly hold residual interests in REMICs.
RETIREMENT PLANS
The Funds offer the following retirement plans that may be funded with
purchases of Fund shares and may allow investors to shelter some of their income
from taxes:
Individual Retirement Account ("IRA"). Individuals who receive
compensation or earned income, even if they are active participants in a
qualified retirement plan (or certain similar retirement plans), may establish
their own tax-sheltered IRA. The Funds offer the Traditional IRA, the Roth IRA
and the Education IRA. There is currently no charge for establishing an account,
although there is an annual maintenance fee of $12.50. The minimum initial IRA
investment is $250 and the minimum subsequent IRA investment is $100.
Simplified Employee Pension Plan ("SEP/IRA"). The Funds also offer a
prototype SEP/IRA for employers, including self-employed individuals, who wish
to purchase shares with tax-deductible contributions. Under this plan, employer
contributions are made directly to the IRA accounts of eligible participants.
Defined Contribution Retirement Plan (Keogh or Corporate Profit-
Sharing and Money-Purchase Plans). A prototype defined contribution retirement
plan is available for employers, including self-employed individuals, who wish
to purchase Fund shares with tax-deductible contributions.
Cash or Deferred 401(k) Plan. A prototype cash or deferred 401(k)
plan is available for employers who wish to allow employees to elect to reduce
their compensation and have such amounts contributed to the plan.
A description of applicable service fees and certain limitations on
contributions and withdrawals, as well as application forms, are available from
the Funds upon request. The IRA documents contain a disclosure statement which
the Internal Revenue Service requires to be furnished to individuals who are
considering adopting an IRA. Because a retirement program involves commitments
covering future years, it is important that the investment objective of the Fund
be consistent with the participant's retirement objectives. Premature
withdrawals from a retirement plan will result in adverse tax consequences. The
amounts eligible for investment in retirement plans may change at any time due
to changes in the Internal Revenue Code or any regulation promulgated
thereunder.
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
Standard & Poor's Debt Ratings. A Standard & Poor's corporate debt
rating is a current assessment of the creditworthiness of an obligor with
respect to a specific obligation. This assessment may take into consideration
obligors such as guarantors, insurers or lessees.
The debt rating is not a recommendation to purchase, sell or hold a
security, in as much as it does not comment as to market price or suitability
for a particular investor.
The ratings are based on current information furnished by the issuer
or obtained by Standard & Poor's from other sources it considers reliable.
Standard & Poor's does not perform any audit in connection with any rating and
may, on occasion, rely on unaudited financial information. The ratings may be
changed, suspended or withdrawn as a result of changes in, or unavailability of,
such information, or for other circumstances.
The ratings are based, in varying degrees, on the following
considerations:
I. Likelihood of default - capacity and willingness of the obligor as to the
timely payment of interest and repayment of principal in accordance with
the terms of the obligation;
II. Nature of and provisions of the obligation;
III. Protection afforded by, and relative position of the obligation in the
event of bankruptcy, reorganization or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights;
AAA. Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA. Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.
A. Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in the higher rated categories.
BBB. Debt rated BBB are regarded as having an adequate capacity to pay interest
and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated categories.
BB, B. Debt rated BB and B are regarded, on balance, as predominately
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligation. While such debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.
Moody's Bond Ratings.
Aaa. Bonds which are rated Aaa are judged to be the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large, or by an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
Aa. Bonds which are Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude, or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.
A. Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper-medium grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa. Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba. Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B. Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Moody's bond rating symbols may contain numerical modifiers of a
generic rating classification. The modifier 1 indicates that the bond ranks at
the higher end of its category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.
(JEFFERSON FUNDS LOGO)
PURCHASE APPLICATION
Send completed application to: The Jefferson Fund Group Trust, c/o Firstar
Mutual Fund Services LLC
Mail address: P.O. Box 701, Milwaukee, WI 53201-0701
Overnight courier address: 615 East Michigan St., Milwaukee, WI 53202
1. INVESTMENT CHOICES
Please indicate the amount you wish to invest $------------.
<TABLE>
DISTRIBUTION OPTIONS
CAPITAL GAINS DIVIDENDS REINVESTED &
INITIAL INVESTMENT CAPITAL GAINS & REINVESTED & CAPITAL GAINS AND CAPITAL GAINS
AMOUNT DIVIDENDS REINVESTED DIVIDENDS IN CASH*<F17> DIVIDENDS IN CASH*<F17> PAID TO CASH
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
[ ] JEFFERSON GROWTH -------------- [ ] [ ] [ ] [ ]
AND INCOME FUND
CLASS A
[ ] JEFFERSON REIT FUND -------------- [ ] [ ] [ ] [ ]
CLASS A
*<F17> Unless otherwise indicated, cash distributions will be mailed to the address Section C.
</TABLE>
2. INVESTOR NAME
[ ] Individual:
- ------------------------------------------------------------------------------
Name Birth date
- ------------------------- ------------------------ -----------------------
Social Security No. Citizen of [ ] U.S. [ ] Other
[ ] Joint owner:
- ------------------------------------------------------------------------------
Name Birth date
- ------------------------- ------------------------ -----------------------
Social Security No. Citizen of [ ] U.S. [ ] Other
[ ] Gift to minor:
- ------------------------------------------------------------------------------
Name of Custodian
- ------------------------------------------------------------------------------
Minor's Name Birth date
- ------------------------- ------------------------ -----------------------
Social Security No. Citizen of [ ] U.S. [ ] Other
[ ] Corporation, partnership, or other entity (A corporate resolution is
required).
- ------------------------------------------------------------------------------
Name of entity
- ------------------------------------------------------------------------------
Taxpayer Identification Number
3. MAILING ADDRESS.
- ------------------------------------------------------------------------------
Street, Apt. City/State/Zip
( )
- ------------------------------------------------------------------------------
Daytime phone
SEND DUPLICATE STATEMENT TO:
( )
- ------------------------------------------------------------------------------
Daytime phone
- ------------------------------------------------------------------------------
Street, Apt. City/State/Zip
4. INVESTMENT, PAYMENT FOR INITIAL PURCHASE AND DISTRIBUTION. The minimum
initial investment is $2,500 for shares of Jefferson Funds. Minimum additions
to the Fund are $100.
My initial investment is $------------------.
My investment is being sent
[ ] by check. (Payable to Jefferson Fund Group Trust).
[ ] by wire. (The establishment of a new account by wire transfer should be
preceded by a telephone call to Firstar Mutual Fund Services, LLC at
1-800-216-9785 to provide information for the setting up of the account.
Please see the prospectus for complete Federal wire instructions. A completed
share purchase application must also be sent to The Jefferson Fund Group Trust
at the above address immediately following the investment.)
* If you would like your cash payments automatically deposited to your
checking or savings account, please check this box [ ]. Also check "Fund Link
Redemption" box and provide appropriate bank information in item 6 (Telephone
Options) on the reverse side of this form.
5. LETTER OF INTENT. (This option available for Class A shares only). I agree
to the Letter of Intent conditions stated in the current prospectus. I intend
to invest within a 13-month period beginning on ------------------ (initial
purchase date) in shares of the Fund purchased with this application, an
aggregate amount which, together with the value of shares of the Fund owned by
me on the initial purchase date, will be at least equal to:
[ ] $50,000 [ ] $100,000 [ ] $500,000 [ ] $1,000,000 [ ] $3,000,000
(If no date is specified, the initial purchase date will be the date of this
purchase).
6.TELEPHONE OPTIONS. You will automatically have certain telephone exchange and
redemption privileges described below for yourself and your dealer
representative, unless you decline such privileges below.
[ ] Telephone Redemption. The proceeds will be mailed to the address of record
or deposited to your bank account. $1,000 minimum/$50,000 maximum telephone
redemption. (Complete bank account information below).
[ ] Fund Link Redemption*<F18>. Permits the liquidation of my shares with
proceeds electronically sent to your bank account. (Complete bank account
information below).
[ ] Fund Link Purchase*<F18>. Permits the purchase of shares using your bank
account to clear the transaction. (Complete bank account information below).
[ ] I do not wish to allow telephone transactions on my accounts.
- ------------------------------------------------------------------------------
Name of bank account
- ------------------------------------------------------------------------------
Bank name Account number
- ------------------------------------------------------------------------------
Bank address City/State/Zip
*<F18> For Fund Link options, your signed application must be received at least
15 business days prior to initial transaction. To assure proper
crediting/debiting of your bank account, please attach a voided check
or deposit slip.
7. AUTOMATIC INVESTMENT PLAN. Please start my Automatic Investment Plan as
described in the Prospectus beginning (month) ---------------- (year) -------.
I hereby instruct Firstar Mutual Fund Services, LLC, Transfer Agent for The
Jefferson Fund Group Trust, to automatically transfer $------------- (minimum
$100) directly from my checking, NOW, or savings account named below on the
- -------- day of each month or the first business day thereafter. I understand
that I will be assessed a $20 fee if the automatic purchase cannot be made due
to insufficient funds, stop payment, or for any other reason.
- ------------------------------------------------------------------------------
Name(s) on bank account
- ------------------------------------------------------------------------------
Bank name Account number
- ------------------------------------------------------------------------------
Bank address City/State/Zip
- ------------------------------------------------------------------------------
Signature of bank account owner Signature of joint owner
Your signed application must be received at least 15 business days prior to
initial transaction/ An unsigned voided check (for checking accounts) or a
savings account deposit slip is required with your application.
8. SIGNATURES AND CERTIFICATION. I am (we are) of legal age, have received and
read the Prospectus, and agree to the terms therein. I (we) certify that (1)
the Social Security or Taxpayer Identification Number provided above is correct
and (2) that the IRS has never notified me (us) that I am (we are) subject to
31% backup withholding.
UNDER THE PENALTY OF PERUJURY, I CERTIFY THAT (1) THE SOCIAL SECURITY NUMBER
OR TAXPAYER IDENTIFICATION NUMBER SHOWN ON THIS FORM IN MY CORRECT TAXPAYER
IDENTIFICATION NUMBER, AND (2) I AM NOT SUBJECT TO BACKUP WITHHOLDING WITHER AS
A REUSLT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR THE IRS HAS
NOTIFIES ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING. THE IRS DOES NOT
REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE
CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
- ------------------------------------------------------------------------------
Signature of individual Date
- ------------------------------------------------------------------------------
Signature of joint owner Date
- ------------------------------------------------------------------------------
Signature of authorized officers, partners, trustees or others Date
9.DEALER INFORMATION. (Please be sure to complete representative's first name
and middle initial).
- ------------------------------------------------------------------------------
Dealer name
DEALER HEAD OFFICE
- ------------------------------------------------------------------------------
Address
- ------------------------------------------------------------------------------
City/State/Zip
- ------------------------------------------------------------------------------
Telephone number
REPRESENTATIVE'S BRANCH OFFICE
- ------------------------------------------------------------------------------
Address
- ------------------------------------------------------------------------------
City/State/Zip
- ------------------------------------------------------------------------------
Telephone number Rep's A.E. number
(JEFFERSON FUNDS LOGO)
SUPPLEMENTAL APPLICATION
This supplemental application may be used to add special investment options
described in the Prospectus.
It must be accompanied by a completed purchase application if an account has not
been established.
Send completed application to: The Jefferson Fund Group Trust, c/o Firstar
Mutual Fund Services, LLC
Mail address: P.O. Box 701, Milwaukee, WI 53201-0701
Overnight courier address: 615 East Michigan St., Milwaukee, WI 53202
1. ACCOUNT REGISTRATION ADDRESS.
- ------------------------------------------------------------------------------
Investor name Social Security number
- ------------------------------------------------------------------------------
Account number (if existing account) Daytime phone number (Area code)
- ------------------------------------------------------------------------------
Address City/State/Zip
2. AUTOMATIC INVESTMENT PLAN. Please start my Automatic Investment Plan as
described in the Prospectus beginning
(month) ----------------- (year) ------ . I hereby instruct Firstar Mutual
Fund Services, LLC, Transfer Agent for The Jefferson Fund Group Trust, to
automatically transfer $------------- (minimum $100) directly from my checking,
NOW, or savings account named below on the ----------- day of each month or the
first business day thereafter. I understand that I will be assessed a $20 fee
if the automatic purchase cannot be made due to insufficient funds, stop
payment, or for any other reason.
- ------------------------------------------------------------------------------
Name(s) on bank account
- ------------------------------------------------------------------------------
Bank name Account number
- ------------------------------------------------------------------------------
Bank address City/State/Zip
- ------------------------------------------------------------------------------
Signature of bank account owner Signature of joint owner
Your signed application must be received at least 15 business days prior to
initial transaction. AN UNSIGNED VOIDED CHECK (FOR CHECKING ACCOUNTS) OR A
SAVINGS ACCOUNT DEPOSIT SLIP IS REQUIRED WITH YOUR APPLICATION.
3. SYSTEMATIC WITHDRAWALS. A balance of at least $10,000 is required for this
option.
I would like to withdraw from Jefferson Funds $------------- ($100 minimum) as
follows:
[ ]I would like to have payments made to me on or about the -----th day of each
month, OR
[ ]I would like to have payments made to me on or about the -----th day of the
months that I have circled below:
Jan. Feb. Mar. Apr. May June July Aug. Sept. Oct. Nov. Dec.
[ ]I would like to have my payments automatically deposited to my checking or
savings account. I have attached a voided check or deposit slip. (A check will
be mailed to the above Account registration address if this box is not checked)
4.TELEPHONE OPTIONS. You will automatically have certain telephone exchange and
redemption privileges described below for yourself and your dealer
representative, unless you decline such privileges below.
[ ]Telephone Redemption. The proceeds will be mailed to the address of record
or deposited to your bank account.
$1,000 minimum/$50,000 maximum telephone redemption. (Complete bank account
information below).
[ ]Fund Link Redemption*<F19>. Permits the liquidation of my shares with
proceeds electronically sent to your bank account.
(Complete bank account information below).
[ ]Fund Link Purchase*<F19>. Permits the purchase of shares using your bank
account to clear the transaction.
(Complete bank account information below).
[ ]I do not wish to allow telephone transactions on my accounts.
- ------------------------------------------------------------------------------
Name of bank account
- ------------------------------------------------------------------------------
Bank name Account number
- ------------------------------------------------------------------------------
Bank address City/State/Zip
*<F19> For Fund Link options, your signed application must be received at least
15 business days prior to initial transaction.
To assure proper crediting/debiting of your bank account, please attach a voided
check or deposit slip.
5. SIGNATURES. Please sign exactly as your name(s) appear(s) on your account.
- ------------------------------------------------------------------------------
Signature Date
- ------------------------------------------------------------------------------
Joint owner signature (if any) Title (if officer, trustee, custodian, etc)
- ------------------------------------------------------------------------------
Date
- ------------------------------------------------------------------------------
Signature(s) guaranteed by
(A guarantee is required to add telephone options to existing accounts. Your
signature should be guaranteed by your banker or broker-dealer. A notary
public is not acceptable.)
(JEFFERSON FUNDS LOGO)
INDIVIDUAL RETIREMENT ACCOUNT (IRA) APPLICATION
Send completed application to: The Jefferson Fund Group Trust, c/o Firstar
Mutual Fund Services, LLC
Mail address: P.O. Box 701, Milwaukee, WI 53201-0701
Overnight courier address: 615 East Michigan St., Milwaukee, WI 53202
- ------------------------------------------------------------------------------
1. INVESTOR INFORMATION.
- ------------------------------------------------------------------------------
Investor name Daytime phone
- ------------------------------------------------------------------------------
Address City/State/Zip
- ------------------------------------------------------------------------------
Social Security number Birth date
2. BENEFICIARY DESIGNATION (OPTIONAL). If no beneficiary is named, in the event
of your death your IRA will be payable to your estate.
- ------------------------------------------------------------------------------
Beneficiary name Relationship
- ------------------------------------------------------------------------------
Address City/State/Zip
- ------------------------------------------------------------------------------
Social Security number Birth date
3. TYPE OF IRA. (Please select only one of the following account types)
[ ] Individual Retirement Account ($250 minimum)
[ ] Rollover IRA
[ ] SEP IRA
[ ] SIMPLE IRA (Must be accompanied by IRS forms 5305 SA and 5304 SIMPLE)
[ ] Roth IRA
[ ] Conversion Roth IRA (only available to individuals with single or joint
Adjusted Gross Income of $100,000 or less).
Year of Conversion -------- (Year in which traditional IRA was converted to
a Roth IRA.)
4. INVESTMENT CHOICES. Total Investment $------------------
Fill in the amount or percentage of the total to be invested in each Fund
(Minimum investment is $250 per fund.)
Amount Percentage
[ ] Jefferson Growth & Income Fund Class A $----------------- ---------%
[ ] Jefferson REIT Fund Class A $----------------- ---------%
5. TYPE OF CONTRIBUTION. (Please select one of the following types of
contributions)
[ ] Yearly Contribution for Tax Year -------- (If prior year, must be mailed on
or before April 15th).
[ ] Transfer (assets are a direct transfer from previous custodian). Please
attach transfer form.
[ ] Rollover assets (You had physical receipt of assets for less than 60 days)
from previous IRA.
[ ] Direct Rollover of Assets from your employer sponsored plan (you did not
have receipt of assets). Please indicate previous account type. (Direct
rollovers not allowed into a Roth IRA.)
- --- Corporate --- Pension Plan --- Profit Sharing Plan --- 401(k) ---
403(b) --- Other (please specify)-----------------------
[ ] Rollover Roth (Rollover of Traditional IRA to Conversion Roth IRA).
6.SIGNATURES. I adopt the Jefferson Fund Group Trust Individual Retirement
Account and appoint Firstar Bank Milwaukee, N.A. to perform custodial and other
administrative services specified in the IRA Custodial Agreement. I have
received and read the Prospectus for the Fund and have read and understood the
IRA Custodial Agreement and Disclosure Statement. I certify under penalties of
perjury that my Social Security number (above) is correct, and that I am of
legal age. If I am opening this IRA with a distribution from an employer-
sponsored retirement plan or another individual retirement account, I certify
that the distribution qualifies as a rollover contribution. I understand that
the fees relating to my IRA may be separately billed or collected by redeeming
sufficient shares from my Fund account balance. I agree to provide the
Internal Revenue Service with information as required. I further agree to
follow all of the terms and conditions of the IRA Custodial Agreement.
- ------------------------------------------------------------------------------
Signature Date
Appointment as custodian accepted:
- ------------------------------------------------------------------------------
Firstar Bank Milwaukee, N.A. Date
7.DEALER INFORMATION. (Please be sure to complete representative's first name
and middle initial).
- ------------------------------------------------------------------------------
Dealer name
DEALER HEAD OFFICE
- ------------------------------------------------------------------------------
Address
- ------------------------------------------------------------------------------
City/State/Zip
- ------------------------------------------------------------------------------
Telephone number
REPRESENTATIVE'S BRANCH OFFICE
- ------------------------------------------------------------------------------
Address
- ------------------------------------------------------------------------------
City/State/Zip
- ------------------------------------------------------------------------------
Telephone number Rep's A.E. number
(JEFFERSON FUNDS LOGO)
INDIVIDUAL RETIREMENT ACCOUNT (IRA) TRANSFER FORM
Use this form to transfer assets from an existing IRA to one or more of the
Jefferson Fund. Please call 800-216-9785 if you have any questions.
Send completed application along with your IRA application or existing Jefferson
Funds account number to: The Jefferson Fund Group Trust, c/o Firstar Mutual
Fund Services, LLC
Mail address: P.O. Box 701, Milwaukee, WI 53201-0701
Overnight courier address: 615 East Michigan St., Milwaukee, WI 53202
- ------------------------------------------------------------------------------
1. INVESTOR INFORMATION.
- ------------------------------------------------------------------------------
Investor name Social Security number
- ------------------------------------------------------------------------------
Address City/State/Zip
- ------------------------------------------------------------------------------
Daytime phone Evening phone
2. PLEASE TRANSFER MY IRA FROM.
- ------------------------------------------------------------------------------
Name of current custodian (bank, mutual fund, etc.)
- ------------------------------------------------------------------------------
Address City/State/Zip
- ------------------------------------------------------------------------------
Acc't No. or Certificate of Deposit (CD) Maturity date (if applicable)
If Certificate of Deposit, please transfer [ ] immediately [ ] at maturity
3. PLEASE CHECK ONE: (If you are opening a new account, you will need to
accompany this form with a completed IRA Application).
[ ] Open a new*<F20> Jefferson Fund(s).
*<F20> If you are opening a new account, this form must be accompanied by a
completed IRA Application
[ ] IRA
[ ] Rollover IRA
[ ] SEP-IRA
[ ] SIMPLE
[ ] Roth IRA
[ ] **<F21> Conversion Roth IRA
Year Established --------- (Year in which traditional IRA was converted
to a Roth IRA.)
**<F21> Only available to individuals with single or joint Adjusted Gross
Income of $100,000 or less.
[ ] Invest in my existing Jefferson Fund(s).
Account #
[ ] IRA ------------------
[ ] Rollover IRA ------------------
[ ] SEP-IRA ------------------
[ ] SIMPLE ------------------
[ ] Roth IRA ------------------
[ ] **<F21> Conversion Roth IRA -----------------------------
Account # Investment
if applicable Amount or Percentage
[ ] Jefferson Growth
& Income Fund Class A ------------ $---------- ---------%
[ ] Jefferson REIT Fund
Class A ------------ $---------- ---------%
4. CONVERSION OF TRADITIONAL IRA TO ROTH IRA.
[ ] Check here if you are distributing assets from a traditional IRA with the
intention of establishing a conversion Roth IRA.
5. SIGNATURES. (exactly as registered)
To current Custodian: Please consider this your authority to sell [ ] all of my
assets or [ ] $-------- of my assets in the account identified in section 2
above and prepare a check to the appropriate Jefferson Fund(s). It is my
intention to transfer these assets to the above-named fund, for which Firstar
Bank Milwaukee, N.A. acts as Custodian. I understand a check will be sent
regular mail unless I inform you to send the proceeds via an alternative method.
I certify that I have received and read the prospectus for the fund into which
I am transferring my IRA. Thank you for your prompt handling.
- ------------------------------------------------------------------------------
Signature Date
- ------------------------------------------------------------------------------
Signature guarantee Date
- ------------------------------------------------------------------------------
Signature(s) guaranteed by
(A guarantee is required to add telephone options to existing accounts. Your
signature should be guaranteed by your banker or broker-dealer. A notary
public is not acceptable.)
6. ACCEPTANCE. (This portion is to be completed by the Custodian for the
Jefferson Fund Group Trust).
Please be advised that Firstar Bank Milwaukee, N.A. has been appointed to serve
as successor custodian of this IRA. Please send the check or Federal Wire
representing the liquidation of the investments indicated above along with a
copy of this form to identify the check as a transfer of assets to: The
Jefferson Fund Group Trust, c/o Firstar Bank Milwaukee, N.A.
Mail address: P.O. Box 701, Milwaukee, WI 53201-0701
Overnight courier address: 615 East Michigan St., Milwaukee, WI 53202
- ------------------------------------------------------------------------------
Accepted by
(JEFFERSON FUNDS LOGO)
EDUCATION IRA APPLICATION
Mail To: Overnight Express Mail To:
Jefferson Fund Group Trust Jefferson Fund Group Trust
c/o Firstar Bank Milwaukee, N.A. c/o Firstar Bank Milwaukee, N.A.
Mutual Fund Services Mutual Fund Services
P.O. Box 701 615 E. Michigan St., 3rd Floor
Milwaukee, WI 53201-0701 Milwaukee, WI 53202-5207
- ------------------------------------------------------------------------------
1. ACCOUNT HOLDER. (Beneficiary of Account)
- ------------------------------------- ----- --------------------------------
FIRST NAME M.I. LAST NAME
- -------------------------------------------- --------------------------------
ADDRESS CITY/STATE/ZIP
- --------------------------------------------
PHONE NUMBER
- -------------------------------------------- --------------------------------
SOCIAL SECURITY # BIRTHDATE (Mo/Dy/Yr)
- ------------------------------------------------------------------------------
2. LEGALLY RESPONSIBLE PARTY. (If Account Holder is under age 18)
- ------------------------------------- ----- --------------------------------
FIRST NAME M.I. LAST NAME
- -------------------------------------------- ---------------------------------
ADDRESS (IF DIFFERENT FROM ACCOUNT HOLDER) CITY/STATE/ZIP
- ------------------------------------------- ----------------------------------
DAYTIME PHONE NUMBER RELATIONSHIP
[ ] Check this box if the responsible party wishes to continue to control the
account after the Account Holder attains age of majority in his/her state in
accordance with the terms described in the optional portion of Article VI of the
Educational Individual Retirement Custodial Account agreement.
- ------------------------------------------------------------------------------
3. TYPE OF EDUCATION IRA. (Check one)
[ ] Education Individual Retirement Account (Minimum contribution $250. Maximum
contribution $500 per account holder per year.)
For Tax Year 19----.
[ ] Rollover Account. If Rollover Account, please specify the type of Rollover.
[ ] Own Education IRA to Own Education IRA.
[ ] Qualifying Family Member's Education IRA to Account Holder's
Education IRA.
[ ] Transfer Account -- Check this box if assets are a direct transfer from
current Education IRA custodian (you will not have personal receipt of assets)
and complete an Education IRA Transfer Form.
- ------------------------------------------------------------------------------
4.YOUR INVESTMENT INSTRUCTIONS.
Fill in the amount to be invested in the Fund (Minimum investment per Fund
$250.)
($500 maximum investment per year.)
Amount
[ ] Jefferson Growth & Income Fund Class A $-----------------
[ ] Jefferson REIT Fund Class A $-----------------
- ------------------------------------------------------------------------------
5.ACKNOWLEDGEMENT AND SIGNATURES.
I adopt the Jefferson Fund Group Trust Education IRA and appoint Firstar
Bank Milwaukee, N.A. to act as custodian and perform administrative services.
I have received and read the Prospectus for the Fund(s) in which my account
will be invested, and have read and understand the IRA Custodial Agreement and
Disclosure Statement. I certify under penalties of perjury that my Social
Security Number (above) is correct. I understand that the Custodian will charge
fees that are shown in the Disclosure Statement (or any update thereto) and they
may be separately billed or collected by redeeming sufficient shares from my
Fund(s) account balance. I will supply the Internal Revenue Service with
information as to any taxable year as required unless filed by the Custodian.
If the Account Holder is not of legal age, I certify that I am the Legally
Responsible Party for the Account Holder named above. I consent to all the terms
and conditions of this Education IRA on behalf of the Account Holder (including
the terms and conditions of the preceding paragraph), and I certify that I am
authorized to take any and all actions with respect to the Account Holder's
Education IRA, and that such actions shall be binding and nonvoidable.
I certify that if I am not a responsible individual with respect to the account
holder, that I have obtained a responsible individual's consent to the terms of
the aforegoing.
- ---------------------------------------------------------
DEPOSITOR/LEGALLY RESPONSIBLE INDIVIDUAL SIGNATURE
I have read, accept and incorporate the Custodial Agreement and Disclosure
Statement herein, by reference. I appoint Firstar Bank Milwaukee, N.A. or its
successors, as Custodian of the account(s).
- ---------------------------------------------------- ------------------------
Firstar Bank Milwaukee, N.A. AUTHORIZED SIGNATURE DATE
Appointment as custodian accepted:
FIRSTAR TRUST COMPANY
CUSTODIAN
FIRSTAR BANK MILWAUKEE, N.A.
615 East Michigan Street
Milwaukee, Wisconsin 53202
TRANSFER AGENT AND DIVIDEND
DISBURSING AGENT
FIRSTAR MUTUAL FUND SERVICES, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
INDEPENDENT ACCOUNTANTS
KPMG LLP
303 East Wacker Drive
Chicago, Illinois 60601
LEGAL COUNSEL
FOLEY & LARDNER
Suite 3300
330 North Wabash Avenue
Chicago, Illinois 60611
DISTRIBUTOR
ADVISER DEALER SERVICES, INC.
6000 Memorial Drive
Dublin, Ohio 43017
INVESTMENT ADVISER
UNIPLAN, INC.
839 North Jefferson Street
Milwaukee, Wisconsin 53202
BOARD OF TRUSTEES
Lawrence Kujawski
Milwaukee, Wisconsin
Richard Imperiale
Milwaukee, Wisconsin
J. Michael Borden
Delavan, Wisconsin
F. L. Kirby
Chicago, Illinois
John Komives
Milwaukee, Wisconsin
Dennis Lasser
Binghamton, New York
This Prospectus does not set forth all of the information included in the
Registration Statement and Exhibits thereto which the Trust has filed with the
Securities and Exchange Commission. A Statement of Additional Information (the
"SAI"), dated February 29, 2000, contains additional information about the
Funds. The SAI has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference into this Prospectus and, therefore,
legally forms a part of this Prospectus. The SEC maintains a Web site
("http://www.sec.gov") that contains the SAI. You may also review and copy
documents at the SEC Public Reference Room in Washington, D.C. (for information
call (800) SEC-0330). You may request documents by mail from the SEC, upon
payment of a duplication fee, by writing to: Securities and Exchange
Commission, Public Reference Section, Washington, D.C. 20549-6009. You should
include the Trust's Registration Number when making your request. The
Registration Number is 811-8958.
Additional information about a Fund's investments is available in that Fund's
annual and semi-annual reports to shareholders. In a Fund's annual report, you
will find a discussion of the market conditions and investment strategies that
significantly affected that Fund's performance during the last fiscal year.
Copies of the Statement of Additional Information and a Fund's annual and
semi-annual reports will be provided promptly without charge upon written or
telephone request. Written requests should be made by writing to: The
Jefferson Fund Group Trust, c/o Firstar Mutual Fund Services, LLC, Mutual Fund
Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 (for overnight and
express mail, to: The Jefferson Fund Group Trust, c/o Firstar Mutual Fund
Services, LLC, Mutual Fund Services, 615 East Michigan Street, Milwaukee,
Wisconsin 53202), and telephone requests should be made by calling (800) 216-
9785. You should use the same address and telephone number for general
information requests and questions about individual accounts.
P R O S P E C T U S
THE JEFFERSON FUND
GROUP TRUST
JEFFERSON GROWTH
AND INCOME FUND
JEFFERSON
REIT FUND
THE JEFFERSON FUND GROUP TRUST
THE JEFFERSON FUND GROUP TRUST
STATEMENT OF ADDITIONAL INFORMATION
FOR THE FOLLOWING JEFFERSON FUNDS:
JEFFERSON GROWTH AND INCOME FUND
JEFFERSON REIT FUND
DATED FEBRUARY 29, 2000
This Statement of Additional Information is not a Prospectus and should be
read in conjunction with the Prospectus of The Jefferson Fund Group Trust's
Jefferson Growth and Income Fund and Jefferson REIT Fund, dated February 29,
2000. Requests for copies of the Prospectus should be made in writing to The
Jefferson Fund Group Trust, c/o Firstar Mutual Fund Services, LLC, Mutual Fund
Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701, or by calling (800)
216-9785.
No person has been authorized to give any information or to make any
representations other than those contained in this Statement of Additional
Information and the Prospectus dated February 28, 1999, and, if given or made,
such information or representations may not be relied upon as having been
authorized by The Jefferson Fund Group Trust. This Statement of Additional
Information does not constitute an offer to sell securities.
The following financial statements of the Jefferson Growth and Income Fund
and Jefferson REIT Fund are incorporated by reference to the Jefferson Funds
Annual Report, dated October 31, 1999 (File No. 811-8958), as filed with the
Securities and Exchange Commission on January 7, 2000:
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Schedule of Investments
Notes to the Financial Statements
Report of Independent Accountants
Shareholders may obtain a copy of the Annual Report, without charge, by
calling 1-800-216-9786.
TABLE OF CONTENTS
HISTORY OF THE JEFFERSON FUND GROUP TRUST......................2
DESCRIPTION OF THE FUNDS, THEIR INVESTMENTS AND RISKS..........2
MANAGEMENT OF THE FUNDS.......................................15
SALES CHARGES.................................................18
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS....................19
EXCHANGE PRIVILEGE............................................20
INVESTMENT ADVISORY AND OTHER SERVICES........................21
BROKERAGE ALLOCATION AND OTHER PRACTICES......................27
CAPITAL STRUCTURE.............................................29
PURCHASE, REDEMPTION AND PRICING OF SHARES....................32
TAXATION OF THE FUNDS.........................................33
CALCULATION OF PERFORMANCE DATA...............................34
OTHER INFORMATION.............................................38
HISTORY OF THE JEFFERSON FUND GROUP TRUST
The Jefferson Fund Group Trust (the "Trust") was organized as a
business trust on January 20, 1995 under the laws of the state of Delaware.
DESCRIPTION OF THE FUNDS, THEIR INVESTMENTS AND RISKS
CLASSIFICATION OF THE TRUST AND THE FUNDS
The Trust is an open-end management investment company. The Trust
currently issues two series of its securities: the Jefferson Growth and Income
Fund and the Jefferson REIT Fund (each a "Fund" and together, the "Funds"). The
Growth and Income Fund is a diversified fund; that is, the law limits the
proportion of this Fund's assets that may be invested in the securities of a
single issuer. The REIT Fund is a non-diversified fund, that is, the law does
not limit the proportion of the Fund's assets that may be invested in the
securities of a single issuer.
INVESTMENT STRATEGIES AND RISKS
The following is an expanded discussion of some of the investments
which may be used by the Funds. The securities and actions described below are
in addition to the securities and actions described in the Prospectus.
Restricted Securities/Illiquid Securities/Unseasoned Companies. A
Fund may invest a maximum of 10% of its net assets in restricted securities,
other illiquid securities and in securities of unseasoned companies. Illiquid
securities are securities which may not be disposed of in the ordinary course of
business within seven days, including repurchase agreements maturing in more
than seven days. Illiquid securities do not include securities subject to a
seven day put option or readily convertible into saleable securities.
Securities of unseasoned companies are equity securities of companies having a
record of less than three years of continuous operation
Restricted securities are securities that are restricted from being
sold to the public without registration under the federal securities laws, and
include securities subject to resale under Rule 144A under the Securities Act of
1933. Restricted securities may be sold only in privately negotiated
transactions, in a registered public offering or pursuant to exemptions from
federal registration requirements. Where registration is required, a Fund may
be obligated to pay all or part of the registration expense, and a considerable
period may elapse between the time of the decision to sell and the time a Fund
may be permitted to sell a security under an effective registration statement.
If during such a period adverse market conditions were to develop, such Fund
might obtain a less favorable price than prevailed when it decided to sell.
Warrants. A Fund may invest up to 5% of its net assets in warrants or
rights (valued at the lower of cost or market) which entitle the holder to buy
equity securities at a specific price for a specified period of time, provided
that no more than 2% of its net assets are invested in warrants not listed on
the New York or American Stock Exchanges. A Fund may invest in warrants or
rights acquired by the Fund as part of a unit or attached to securities at the
time of purchase without limitation.
Forward Commitments. A Fund may make contracts to purchase securities
for a fixed price at a future date beyond customary settlement time ("forward
commitments") if the Fund either (i) holds, and maintains until the settlement
date in a segregated account, cash or high grade debt obligations in an amount
sufficient to meet the purchase price or (ii) enters into an offsetting contract
for the forward sale of securities of equal value that it owns. Forward
commitments may be considered securities in themselves. They involve a risk of
loss if the value of the security to be purchased declines prior to the
settlement date, which risk is in addition to the risk of decline in value of a
Fund's other assets. A Fund may dispose of a commitment prior to settlement and
may realize short-term profits or losses upon such disposition.
Repurchase Agreements. A Fund may enter into repurchase agreements
with domestic commercial banks or registered broker/dealers with respect to not
more than 25% of its total assets (taken at current value), except that no such
limit applies when a Fund is investing for temporary defensive purposes. A
repurchase agreement is a contract under which a Fund would acquire a security
for a relatively short period (usually not more than one week) subject to the
obligation of the seller to repurchase and the Fund to resell such security at a
fixed time and price (representing the Fund's cost plus interest). The value of
the underlying securities (or collateral) will be at least equal at all times to
the total amount of the repurchase obligation, including the interest factor. A
Fund bears a risk of loss in the event that the other party to a repurchase
agreement defaults on its obligations and the Fund is delayed or prevented from
exercising its rights to dispose of the collateral securities. The investment
adviser for a Fund will monitor the creditworthiness of the counterparties to
repurchase agreements with that Fund.
Securities Loans. A Fund may make secured loans of its portfolio
securities amounting to no more than 25% of its total assets. The risks in
lending portfolio securities, as with other extensions of credit, consist of
possible delay in recovery of the securities or possible loss of rights in the
collateral should the borrower fail financially. However, such loans will be
made only to broker-dealers that are believed by the investment adviser to a
Fund to be of relatively high credit standing. Securities loans are made to
broker-dealers pursuant to agreements requiring that loans be continuously
secured by collateral in cash, U.S. Government securities or other high quality
debt securities at least equal at all times to the market value of the
securities lent. The borrower pays to the lending Fund an amount equal to any
dividends or interest received on the securities lent. A Fund may invest the
cash collateral received in interest-bearing, short-term securities or receive a
fee from the borrower. Although voting rights or rights to consent with respect
to the loaned securities pass to the borrower, a Fund retains the right to call
the loans at any time on reasonable notice, and it will do so in order that the
securities may be voted by the Fund if the holders of such securities are asked
to vote upon or consent to matters materially affecting the investment. A Fund
may also call such loans in order to sell the securities involved.
Cash Reserves. A Fund's cash reserves, held to provide sufficient
flexibility to take advantage of new opportunities for investments and for other
cash needs, will be invested in money market instruments and generally will not
exceed 15% of total assets.
When-Issued and Delayed Delivery Transactions. A Fund may enter into
agreements with banks or broker-dealers for the purchase of securities at an
agreed-upon price on a specified future date. Such agreements might be entered
into, for example, when a Fund anticipates a decline in interest rates and is
able to obtain a more advantageous yield by committing currently to purchase
securities to be issued later. When a Fund purchases securities on a when-
issued or delayed delivery basis, it is required either: (i) to create a
segregated account with the Fund's custodian and to maintain in that account
cash, U.S. Government securities or other high grade debt obligations in an
amount equal on a daily basis to the amount of the Fund's when-issued or delayed
delivery commitments; or (ii) to enter into an offsetting forward sale of
securities it owns equal in value to those purchased. A Fund will only make
commitments to purchase securities on a when-issued or delayed-delivery basis
with the intention of actually acquiring the securities. However, a Fund may
sell these securities before the settlement date if it is deemed advisable as a
matter of investment strategy. When the time comes to pay for when-issued or
delayed-delivery securities, a Fund will meet its obligations from then
available cash flow or the sale of securities, or, although it would not
normally expect to do so, from the sale of the when-issued or delayed-delivery
securities themselves (which may have a value greater or less than the Fund's
payment obligation).
Options Transactions. A Fund will not write options that are not
"covered." A written call option is "covered" if a Fund owns the underlying
security subject to the call or has an absolute and immediate right to acquire
that security without additional cash consideration (or for additional cash
consideration held in a segregated account by its custodian) upon conversion or
exchange of other securities held in its portfolio. A call option is also
covered if a Fund holds on a share-for-share basis a call on the same security
as the call written where the exercise price of the call held is equal to or
less than the exercise price of the call written or greater than the exercise
price of the call written if the difference is maintained by the Fund in cash,
Treasury bills or other high grade short-term obligations in a segregated
account with its custodian. A written put option is "covered" if a Fund
maintains cash, Treasury bills or other high grade obligations with a value
equal to the exercise price in a segregated account with its custodian, or holds
on a share-for-share basis a put on the same security as the put written where
the exercise price of the put held is equal to or greater than the exercise
price of the put written. The premium paid by the purchaser of an option will
reflect, among other things, the relationship of the exercise price to the
market price and volatility of the underlying security, the remaining term of
the option, and supply and demand interest rates.
If the writer of an option wishes to terminate his obligations, he may
effect a "closing purchase transaction." This is accomplished by buying an
option of the same series as the option previously written. The effect of the
purchase is that the writer's position will be cancelled by the clearing
corporation. However, a writer may not effect a closing purchase transaction
after he has been notified of the exercise of an option. Likewise, an investor
who is the holder of an option may liquidate his position by effecting a
"closing sale transaction." This is accomplished by selling an option of the
same series as the option previously purchased. There is no guarantee that a
Fund will be able to effect a closing purchase or a closing sale transaction at
any particular time.
Effecting a closing transaction in the case of a written call option
will permit a Fund to write another call option on the underlying security with
either a different exercise price or expiration date or both, or in the case of
a written put option will permit a Fund to write another put option to the
extent that the exercise price thereof is secured by depositing cash or high
grade obligations. Also, effecting a closing transaction will permit the cash
or proceeds from the concurrent sale of any securities subject to the option to
be used for other Fund investments. If a Fund desires to sell a particular
security from its portfolio on which it has written a call option, it will
effect a closing transaction prior to or concurrent with the sale of the
security.
A Fund will realize a profit from a closing transaction if the price
of the transaction is less than the premium received from writing the option or
is more than the premium paid to purchase the option; a Fund will realize a loss
from a closing transaction if the price of the transaction is more than the
premium received from writing the option or is less than the premium paid to
purchase the option. Because increases in the market price of a call option
will generally reflect increases in the market price of the underlying security,
any loss resulting from the repurchase of a call option is likely to be offset
in whole or in part by appreciation of the underlying security owned by a Fund.
A Fund may write options in connection with buy-and-write
transactions; that is, the Fund will purchase a security and then write a call
option against that security. The exercise price of the call a Fund determines
to write will depend upon the expected price movement of the underlying
security. The exercise price of a call option may be below ("in-the-money"),
equal to ("at-the-money") or above ("out-of-the-money") the current value of the
underlying security at the time the option is written. Buy-and-write
transactions using in-the-money call options may be used when it is expected
that the price of the underlying security will remain flat or decline moderately
during the option period. Buy-and-write transactions using at-the-money call
options may be used when it is expected that the price of the underlying
security will remain fixed or advance moderately during the option period. Buy-
and-write transactions using out-of-the-money call options may be used when it
is expected that the premiums received from writing the call option plus the
appreciation in the market price of the underlying security up to the exercise
price will be greater than the appreciation in the price of the underlying
security alone. If the call options are exercised in such transactions, a
Fund's maximum gain will be the premium received by it for writing the option,
adjusted upwards or downwards by the difference between a Fund's purchase price
of the security and the exercise price. If the options are not exercised and
the price of the underlying security declines, the amount of such decline will
be offset in part, or entirely, by the premium received.
The writing of covered put options is similar in terms of risk/return
characteristics to buy-and-write transactions. If the market price of the
underlying security rises or otherwise is above the exercise price, the put
option will expire worthless and the Fund's gain will be limited to the premium
received. If the market price of the underlying security declines or otherwise
is below the exercise price, a Fund may elect to close the position or take
delivery of the security at the exercise price. In that event, a Fund's return
will be the premium received from the put option minus the cost of closing the
position or, if it chooses to take delivery of the security, the premium
received from the put option minus the amount by which the market price of the
security is below the exercise price. Out-of-the-money, at-the-money and in-
the-money put options may be used by a Fund in the same market environments that
call options are used in equivalent buy-and-write transactions.
The extent to which the Fund will be able to write and purchase call
and put options will also be restricted by the Fund's intention to qualify the
Fund as a regulated investment company under the federal income tax law.
OTC Options. A Fund will enter into over-the-counter ("OTC") options
transactions only with primary dealers in U.S. Government securities and only
pursuant to agreements that will assure that the Fund will at all times have the
right to repurchase the option written by it from the dealer at a specified
formula price. A Fund will treat the amount by which such formula price exceeds
the intrinsic value of the option (i.e., the amount, if any, by which the market
price of the underlying security exceeds the exercise price of the option) as an
illiquid investment.
It is the present policy of the Funds not to enter into any OTC option
transaction if, as a result, more than 10% of a Fund's net assets would be
invested in OTC options purchased by the Fund and other illiquid investments.
Limitations on the Use of Options Strategies. A Fund's ability to
engage in the options strategies described above will depend on the availability
of liquid markets in such instruments. Markets in certain options are
relatively new and still developing. It is impossible to predict the amount of
trading interest that may exist in various types of options. Therefore no
assurance can be given that a Fund will be able to utilize these instruments
effectively for the purposes set forth above. Furthermore, a Fund's ability to
engage in options transactions may be limited by tax considerations.
Risk Factors in Options Transactions. The option writer has no
control over when the underlying securities must be sold, in the case of a call
option, or purchased, in the case of a put option, since the writer may be
assigned an exercise notice at any time prior to the termination of the
obligation. If an option expires unexercised, the writer realizes a gain in the
amount of the premium. Such a gain, of course, may, in the case of a covered
call option, be offset by a decline in the market value of the underlying
security during the option period. If a call option is exercised, the writer
realizes a gain or loss from the sale of the underlying security. If a put
option is exercised, the writer must fulfill the obligation to purchase the
underlying security at the exercise price, which will usually exceed the then
market value of the security.
An exchange-traded option may be closed out only on a national
securities exchange (an "Exchange") which generally provides a liquid secondary
market for an option of the same series. An over-the-counter option may be
closed out only with the other party to the option transaction. If a liquid
secondary market for an exchange-traded option does not exist, it might not be
possible to effect a closing transaction with respect to a particular option
with the result that the Fund would have to exercise the option in order to
realize any profit. If the Fund is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the underlying security upon
exercise. Reasons for the absence of a liquid secondary market on an Exchange
include the following: (i) there may be insufficient trading interest in certain
options; (ii) restrictions may be imposed by an Exchange on opening transactions
or closing transactions or both; (iii) trading halts, suspensions or other
restrictions may be imposed with respect to particular classes or series of
options or underlying securities; (iv) unusual or unforeseen circumstances may
interrupt normal operations on an Exchange; (v) the facilities of an Exchange or
the Options Clearing Corporation may not at all times be adequate to handle
current trading volume; or (vi) one or more Exchanges could, for economic or
other reasons, decide or be compelled at some future date to discontinue the
trading of options (or a particular class or series of options), in which event
the secondary market on the Exchange (or in that class or series of options)
would cease to exist, although outstanding options on the Exchange that had been
issued by the Options Clearing Corporation as a result of trades on that
Exchange would continue to be exercisable in accordance with their terms.
The Exchanges have established limitations governing the maximum
number of options which may be written by an investor or group of investors
acting in concert. It is possible that the Fund and other clients of the
Advisor may be considered to be such a group. These position limits may
restrict the Funds' ability to purchase or sell options on a particular
security.
Futures Transactions. The Funds may sell futures contracts, purchase
put options on futures contracts and write call options on futures contracts for
the purpose of hedging its portfolio. The Funds will use financial futures
contracts and related options only for "bona fide hedging" purposes, as such
term is defined in applicable regulations of the Commodity Futures Trading
Commission, or, with respect to positions in financial futures and related
options that do not qualify as "bona fide hedging" positions, will enter such
non-hedging positions only to the extent that aggregate initial margin deposits
plus premiums paid by it for open futures option positions, less the amount by
which any such positions are "in-the-money," would not exceed 5% of a Fund's
total assets.
Futures Contracts. A futures contract sale creates an obligation by
the seller to deliver the type of commodity or financial instrument called for
in the contract in a specified delivery month for a stated price. A futures
contract purchase creates an obligation by the purchaser to take delivery of the
underlying commodity or financial instrument in a specified delivery month at a
stated price. The specific instruments delivered or taken, respectively, at
settlement date are not determined until at or near that date. The
determination is made in accordance with the rules of the exchange on which the
futures contract sale or purchase was made. An index futures contract is
similar except that the parties agree to take or make delivery of an amount of
cash equal to a specified dollar amount times the difference between the
securities index value at the close of the last trading day of the contract and
the price at which the futures contract is originally struck. Futures contracts
are traded only on commodity exchanges -- known as "contract markets" --
approved for such trading by the Commodity Futures Trading Commission ("CFTC"),
and must be executed through a futures commission merchant or brokerage firm
which is a member of a contract market.
Although futures contracts by their terms call for actual delivery or
acceptance of commodities or securities, in most cases the contracts are closed
out before the settlement date without the making or taking of delivery.
Closing out of a futures contract sale is effected by purchasing a futures
contract for the same aggregate amount of the specific type of financial
instrument or commodity and the same delivery date. If the price of the initial
sale of the futures contract exceeds the price of the offsetting purchase, the
seller is paid the difference and realizes a gain. Conversely, if the price of
the offsetting purchase exceeds the price of the offsetting purchase, the seller
is paid the difference and realizes a gain. Conversely, if the price of the
offsetting purchase exceeds the price of the initial sale, the seller realizes a
loss. Similarly, the closing out of a futures contract purchase is effected by
the purchaser entering into a futures contract sale. If the offsetting sale
price exceeds the purchase price, the purchaser realizes a gain, and if the
purchase price exceeds the offsetting sale price, he realizes a loss.
The purchase (that is, assuming a long position in) or sale (that is,
assuming a short position in) of a futures contract differs from the purchase or
sale of a security, in that no price or premium is paid or received. Instead,
an amount of cash or U.S. Treasury bills generally not exceeding 5% of the
contract amount must be deposited with the broker. This amount is known as
initial margin. Subsequent payments to and from the broker, known as variation
margin, are made on a daily basis as the price of the underlying futures
contract fluctuates making the long and short positions in the futures contract
more or less valuable, a process known as "marking to market." At any time prior
to the settlement date of the futures contract, the position may be closed out
by taking an opposite position which will operate to terminate the position in
the futures contract. A final determination of variation margin is then made,
additional cash is required to be paid to or released by the broker, and the
purchaser realizes a loss or gain. In addition, a commission is paid on each
completed purchase and sale transaction.
A Fund may engage in transactions in futures contracts for the purpose
of hedging against changes in the values of securities it owns or intends to
acquire. A Fund may sell such futures contracts in anticipation of a decline in
the value of its investments. The risk of such a decline can be reduced without
employing futures as a hedge by selling long-term securities and either
reinvesting the proceeds in securities with shorter maturities or by holding
assets in cash. This strategy, however, entails increased transaction costs in
the form of brokerage commissions and dealer spreads. The sale of futures
contracts provides an alternative means of hedging a Fund against a decline in
the value of its investments in fixed-income securities. As such values
decline, the value of a Fund's position in the futures contracts will tend to
increase, thus offsetting all or a portion of the depreciation in the market
value of the Fund's fixed-income securities which are being hedged. While a
Fund will incur commission expenses in establishing and closing out futures
positions, commissions on futures transactions may be significantly lower than
transaction costs incurred in the purchase and sale of fixed-income securities.
Employing futures as a hedge may also permit the Fund to assume a defensive
posture without reducing its yield on its investments.
Call Options on Futures Contracts. The purchase of a call option on a
futures contract is similar in some respects to the purchase of a call option on
an individual security. Depending on the pricing of the option compared to
either the futures contract upon which it is based, or upon the price of the
underlying debt securities, it may or may not be less risky than ownership of
the futures contract or underlying debt securities. As with the purchase of a
futures contract, a Fund may purchase a call option on a futures contract to
hedge against a market advance when the Fund is not fully invested.
The writing of a call option on a futures contract constitutes a
partial hedge against declining prices of the securities or commodities which
are deliverable upon exercise of the futures contract. If the futures price at
expiration of the option is below the exercise price, a Fund will retain the
full amount of the option premium which provides a partial hedge against any
decline that may have occurred in the Fund's portfolio holdings.
Put Options on Futures Contracts. The purchase of put options on a
futures contract is similar in some respects to the purchase of protective put
options on portfolio securities. A Fund may purchase put options on futures
contracts to hedge the Fund's portfolio against the risk of rising interest
rates or declines in stock market prices. A Fund may purchase put options on
futures contracts in circumstances where it would sell futures contracts.
A Fund may write a put option on a futures contract as a partial hedge
against increasing prices of the assets which are deliverable upon exercise of
the futures contract. If the futures price at expiration of the option is
higher than the exercise price, the Fund will retain the full amount of the
option premium which provides a partial hedge against any increase in the price
of assets that the Fund intends to purchase.
Index Futures. A securities index assigns relative values to the
securities comprising the index. An index futures contract is a bilateral
agreement pursuant to which two parties agree to take or make delivery of an
amount of cash equal to a specified dollar amount times the difference between
the index value at the close of the last trading day of the contract and the
price at which the futures contract is originally struck. No physical delivery
of the underlying securities in the index is made.
The Funds will engage in transactions in index futures contracts only
as a hedge against changes resulting from market conditions in the values of
securities held in a Fund's portfolio or which a Fund intends to purchase. In
connection with its purchase of index futures contracts, a Fund will deposit an
amount of cash and cash equivalents, equal to the market value of the futures
contracts, in a segregated account with its Custodian and/or in the margin
account with a broker.
Limitations on the Use of Options and Futures Portfolio Strategies. A
Fund will not "over-hedge," that is the Fund will not make open short positions
in futures contracts if, in the aggregate, the value of its open positions
(marked to market) exceeds the current market value of its securities portfolio
plus or minus the unrealized gain or loss on such open positions, adjusted for
the historical volatility relationship between the portfolio and futures
contracts.
A Fund's ability to engage in the options and futures strategies
described above will depend on the availability of liquid markets in such
instruments. Markets in certain options and futures are relatively new and
still developing. It is impossible to predict the amount of trading interest
that may exist in various types of options or futures. Therefore no assurance
can be given that the Fund will be able to utilize these instruments effectively
for the purposes set forth above. Furthermore, the Fund's ability to engage in
options and futures transactions may be limited by tax considerations and CFTC
rules.
Risk Factors in Futures Transactions. Investment by a Fund in futures
contracts involves risk. Some of that risk may be caused by an imperfect
correlation between movements in the price of the futures contract and the price
of the security or other investment being hedged. The hedge will not be fully
effective where there is such imperfect correlation. For example, if the price
of the futures contract moves more than the price of the hedged security, a Fund
would experience either a loss or gain on the future which is not completely
offset by movements in the price of the hedged securities. To compensate for
imperfect correlations, the Fund may purchase or sell futures contracts in a
greater dollar amount than the hedged securities if the volatility of the hedged
securities is historically greater than the volatility of the futures contracts.
Conversely, a Fund may purchase or sell fewer contracts if the volatility of the
price of the hedged securities is historically less than that of the futures
contracts. The risk of imperfect correlation generally tends to diminish as the
maturity date of the futures contract approaches.
Futures contracts on U.S. Government securities historically have
reacted to an increase or decrease in interest rates in a manner similar to that
in which the underlying U.S. Government securities reacted.
Futures contracts may be used to hedge against a possible increase in
the price of securities which a Fund anticipates purchasing, or options thereon.
In such instances, it is possible that the market may instead decline. If a
Fund does not then invest in such securities because of concern as to possible
further market decline or for other reasons, a Fund may realize a loss on the
futures contract that is not offset by a reduction in the price of the
securities purchased.
The amount of risk a Fund assumes when it purchases an option on a
futures contract is the premium paid for the option plus related transaction
costs. In addition to the correlation risks discussed above, the purchase of an
option also entails the risk that changes in the value of the underlying futures
contract will not be fully reflected in the value of the option purchased.
The liquidity of a secondary market in a futures contract may be
adversely affected by "daily price fluctuation limits" established by commodity
exchanges which limit the amount of fluctuation in a futures contract price
during a single trading day. Once the daily limit has been reached in the
contract, no trades may be entered into at a price beyond the limit, thus
preventing the liquidation of open futures positions. Prices have in the past
exceeded the daily limit on a number of consecutive trading days.
The successful use of transactions in futures and related options also
depends on the ability of the investment adviser to a Fund to forecast correctly
the direction and extent of interest rate movements within a given time frame.
To the extent interest rates remain stable during the period in which a futures
contract or related option is held by a Fund or such rates move in a direction
opposite to that anticipated, the Fund may realize a loss on the hedging
transaction which is not fully or partially offset by an increase in the value
of portfolio securities. As a result, a Fund's total return for such period may
be less than if it had not engaged in the hedging transaction.
FUNDAMENTAL INVESTMENT RESTRICTIONS
Except as otherwise noted, each of the Funds have adopted the
following investment restrictions as fundamental policies of such Fund. A
fundamental policy may not be changed without the vote of a majority of
outstanding voting securities of such Fund. "Majority" means he holders of the
lesser of: (i) 67% of a Fund's shares present or represented at a shareholder's
meeting at which the holders of more than 50% of such shares are present or
represented; or (ii) more than 50% of the outstanding shares of such Fund.
1. A Fund will not purchase securities on margin or participate in a
joint-trading account.
2. A Fund will not borrow money or issue senior securities, except
for temporary bank borrowings for emergency or extraordinary
purposes (but not for the purpose of purchase of investments) and
then only in an amount not in excess of 5% of the value of its
total assets and will not pledge any of its assets except to
secure borrowings. A Fund will not purchase securities while it
has any outstanding borrowings.
3. A Fund will not make short sales of securities or maintain a
short position for the account of such Fund unless at all times
when a short position is open such Fund owns an equal amount of
such securities or owns securities which, without payment of any
further consideration, are convertible into or exchangeable for
securities of the same issue as, and equal in amount to, the
securities sold short.
4. A Fund will not make investments for the purpose of exercising
control or management of any company.
5. The Growth and Income Fund will limit its purchases of securities
of any issuer (other than the United States or an instrumentality
of the United States) in such a manner that such Fund will
satisfy at all times the requirements of Section 5(b)(1) of the
Investment Company Act of 1940 (i.e., that at least 75% of the
value of that Fund's total assets is represented by cash and cash
items (including receivables), U.S. Government Securities,
securities of other investment companies, and other securities
for the purpose of the foregoing limited in respect of any one
issuer to an amount not greater than 5% of the value of the total
assets of such Fund and to not more than 10% of the outstanding
voting securities of such issuer.
6. Excluding U.S. Government securities (including securities issued
or guaranteed by agencies and instrumentalities thereof), the
Growth and Income Fund will not concentrate 25% or more of the
value of its total assets, determined at the time an investment
is made, in securities issued by companies engaged in the same
industry.
7. A Fund will not acquire or retain any security issued by a
company if (a) an officer or director of such company is an
officer or trustee of the Trust or an officer, director or other
affiliated person of its investment advisor; or (b) officers or
trustees of the Trust or officers or directors of its investment
adviser owning beneficially more than one-half of one percent of
its securities together own beneficially more than five percent
of its securities.
8. A Fund will not write (sell) or purchase options except that a
Fund may (a) write covered call options or covered put options on
securities that it is eligible to purchase (and on stock indices)
and enter into closing purchase transactions with respect to such
options, and (b) in combination therewith, or separately,
purchase put and call options on securities it is eligible to
purchase; provided that the premiums paid by such Fund on all
outstanding options it has purchased do not exceed 5% of its
total assets. A Fund may enter into closing sale transactions
with respect to options it has purchased.
9. A Fund will not act as an underwriter or distributor of
securities other than shares of such Fund.
10. A Fund will not purchase any interest in any oil, gas or any
other mineral exploration or development lease or program.
11. A Fund will not purchase or sell real estate, real estate
mortgage loans or real estate limited partnerships, except that
the REIT Fund may hold and sell real estate acquired through
default, liquidation, or other distributions of an interest in
real estate as a result of the REIT Fund's ownership of real
estate investment trusts, securities secured by real estate or
interests thereon and securities of companies engaged in the real
estate business.
12. The Fund will not purchase or sell commodities or commodities
contracts, except that the Fund may purchase and sell financial
futures contracts and related options.
13. A Fund will not make loans, except by purchase of debt
obligations or by entering into repurchase agreements or through
the lending of a Fund's portfolio securities with respect to not
more than 25% of its total assets.
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS
It is contrary to the present policy of each Fund, although such
policies may be changed by trustees of the Trust without approval of the
shareholders of a Fund, to purchase securities of other investment companies
except (a) as part of a plan of merger, consolidation or reorganization approved
by the shareholders of a Fund or (b) securities of registered investment
companies where no commission or profit results, other than the usual and
customary broker's commission and where as a result of such purchase a Fund
would hold less than 3% of any class of securities, including voting securities,
of any registered investment company and less than 5% of a Fund's assets, taken
at current value, would be invested in securities of registered investment
companies. All assets of a Fund invested in securities of registered investment
companies will be included in the daily net assets of such Fund for purposes of
calculating the monthly advisory fees payable to the Advisor. In such event,
shareholders of such Fund will in effect pay two advisory fees on the assets
invested in investment companies.
All percentage limitations on investments set forth herein and in the
Prospectus will apply at the time of the making of an investment and shall not
be considered violated unless an excess or deficiency occurs or exists
immediately after and as a result of such investment. If violated, a Fund will
immediately liquidate such investment so that no excess or deficiency remains.
The phrase "shareholder approval," as used herein, means the
affirmative vote of the lesser of (1) more than 50% of the outstanding shares of
a Fund or (2) 67% or more of the shares of a Fund present at a meeting if more
than 50% of the outstanding shares are represented at the meeting in person or
by proxy.
PORTFOLIO TURNOVER
The annual portfolio turnover rate indicates changes in a Fund's
portfolio and is calculated by dividing the lesser of purchases or sales of
portfolio securities (excluding securities having maturities at acquisition of
one year or less) for the fiscal year, by the monthly average of the value of
the portfolio securities (excluding securities having maturities at acquisition
of one year or less) owned by a Fund during the fiscal year. The annual
portfolio turnover rate may vary widely from year to year depending upon market
conditions and prospects. High turnover (100% or more) in any year may result
in the payment by a Fund from capital of above average amounts of brokerage
commissions and could generate higher than normal short-term capital gains.
Portfolio turnover almost always involves the payment by the Fund of brokerage
commissions or dealer markup and other transaction costs on the sale of
securities as well as on the reinvestment of the proceeds in other securities.
As a result of the investment policies of the Funds, under certain market
conditions a Fund's portfolio turnover may be higher than those of many other
investment companies. It is, however, impossible to predict portfolio turnover
in future years.
MANAGEMENT OF THE FUNDS
GENERAL INFORMATION REGARDING MANAGEMENT
The Trustees are responsible for the general supervision of the Trust
and the Funds. The day-to-day operations of the Trust are the responsibilities
of the Trust's officers.
MANAGEMENT INFORMATION
The name, address, principal occupations during the past five years
and other information with respect to each of the trustees and officers of the
Trust are as follows:
LAWRENCE KUJAWSKI*<F22>
POSITIONS(S) HELD PRINCIPAL OCCUPATIONS
ADDRESS AGE WITH THE TRUST DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
839 N. Jefferson Street 59 President Mr. Kujawski has acted as a
Milwaukee, WI 53202 Treasurer wholesaler for the Funds
Trustee since 1995. Mr. Kujawski
has acted as the President
of the Trust since 1996. He
is, and has been, the
President of Matrix Venture
Funds, Inc., a firm
specializing in the
valuation of closely held
securities, acquisitions,
venture capital financing
and consulting, since he
founded Matrix Venture
Funds, Inc. in 1982.
RICHARD IMPERIALE*<F22>
POSITIONS(S) HELD PRINCIPAL OCCUPATIONS
ADDRESS AGE WITH THE TRUST DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
839 N. Jefferson Street 42 Chairman Mr. Imperiale has been the
Milwaukee, WI 53202 Secretary President of Uniplan, Inc.,
Trustee the investment advisor to
the Funds, since he founded
Uniplan, Inc. in 1985.
F.L. KIRBY
POSITIONS(S) HELD PRINCIPAL OCCUPATIONS
ADDRESS AGE WITH THE TRUST DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
181 W. Madison Street 55 Trustee Mr. Kirby is a senior vice
Chicago, IL 60602 president of Schroders, a
broker-dealer, a position he
has held since March 16,
1998. From 1994 until March
1998, he was a Director, and
an Executive Committee
member of Rodman & Renshaw,
Inc., the Growth and Income
Fund's former distributor.
JOHN L. KOMIVES
POSITIONS(S) HELD PRINCIPAL OCCUPATIONS
ADDRESS AGE WITH THE TRUST DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
101 S. Second Street 69 Trustee Dr. Komives is the President
Milwaukee, WI 53204 of Lakeshore Group Ltd., a
position he has held since
he founded the firm in 1975.
Dr. Komives is a member of
the board of directors of
the following firms, among
others: F.W. Boelter Cos.,
Inc., Milwaukee, Wisconsin;
Eagle Technology, Inc.,
Mequon, Wisconsin;
Orthokinetics, Inc.,
Pewaukee, Wisconsin; Premier
Plastics, Inc., Waukesha,
Wisconsin; Renquist
Associates, Inc., Racine,
Wisconsin; World Venture
Management, Inc., Milwaukee,
Wisconsin; Zigman, Joseph &
Stephenson, Inc., Milwaukee,
Wisconsin.
J. MICHAEL BORDEN
POSITIONS(S) HELD PRINCIPAL OCCUPATIONS
ADDRESS AGE WITH THE TRUST DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
2938 North Shore Drive 63 Trustee Since 1988, Mr. Borden has
Delavan, WI 53115 been the president of Total
Quality Plastics, Inc., a
manufacturer of injection
molding, the president of
Rock Valley Trucking, and
the president of Freedom
Plastics, Inc. Mr. Borden
has been the president and
chief executive officer of
Hufcor, Inc., a manufacturer
of movable walls and
accordion partitions, since
1978.
DENNIS J. LASSER
POSITIONS(S) HELD PRINCIPAL OCCUPATIONS
ADDRESS AGE WITH THE TRUST DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
Binghampton, NY 48 Trustee Mr. Lasser is an Associate
Professor of Finance, School
of Management, SUNY-
Binghamton, New York, a
position he has held since
1988.
*<F22> Messrs. Kujawski and Imperiale are trustees who are
"interested persons" of the Funds as that term is defined in the Investment
Company Act of 1940.
COMPENSATION
Each Fund's standard method of compensating trustees is to pay each
trustee who is not an officer of the Trust a fee of $100 from each Fund for each
meeting of the trustees attended. A Fund also may reimburse its trustees for
travel expenses incurred in order to attend meetings of the trustees.
For the fiscal year ended October 31, 1999, officers and trustees of
the Trust received $2002 in the aggregate remuneration from the Growth & Income
Fund and received $999 in the aggregate remuneration from the REIT Fund and the
Regional Bank Fund, as set forth more fully in the compensation table below.
COMPENSATION TABLE
(FOR THE FISCAL YEAR ENDED OCTOBER 31, 1999)
Pension or
Retirement
Benefits
Aggregate Accrued as Estimated Total
Compensation Part of Trust Annual Benefits Compensation
Name of Trustee From the Trust Expenses Upon Retirement From the Trust
- --------------------------------------------------------------------------------
Lawrence Kujawski 0 0 0 0
Richard Imperiale 0 0 0 0
John Hawke*<F23> 0 0 0 0
John Komives $1000 0 0 $1000
J. Michael Borden $1000 0 0 $1000
Dennis Lasser $1000 0 0 $1000
F.L. Kirby $1000 0 0 $1000
Note: Officers of the Funds receive no compensation for their service as
officers.
*<F23> Mr. Hawke resigned as a trustee of the Trust as of September, 1999.
SALES CHARGES
As described in the Prospectus, Class A shares of a Fund are sold
pursuant to an initial sales charge, which declines as the amount of purchase
reaches certain defined levels.
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS
No person is deemed to "control," as that term is defined in the
Investment Company Act of 1940, the Trust or the Funds. No person other than
those set forth in the table below owns of record or beneficially 5% or more of
the outstanding securities of any class of the Growth and Income Fund or REIT
Fund.
GROWTH AND INCOME
-----------------
Name and Address Of Percent of
Beneficial Owner Number of Shares Total Fund
---------------- ---------------- ---------
Firstar Trust Company - Custodian for Sidney
Shindell - IRA Rollover
929 N. Astor Street
Milwaukee, Wisconsin 53202-3454 67,606.093 10.55%
Clarke & Co.
235 West Schrock Rd.
Westerville, Ohio 43081-2874 63,376.56 9.89%
Firstar Trust Co. - Custodian for
Carlisle F. Meredith IRA
6540 Mal Weathers Road
Raleigh, NC 27603-7839 54,745.238 8.54%
Marshall & Ilsley Trust Co. Trustee FBO
Hough Inc. Pension Retirement Trust
1000 N. Water Street, Floor 14
Milwaukee, WI 53202-3197 53,120.755 8.29%
Officers and Trustees as a Group1 <F24>
(6 persons) 35,547.942 5.55%
REIT FUND
---------
Name and Address Of Percent of
Beneficial Owner Number of Shares Total Fund
---------------- ---------------- ---------
Delaware Charter Guarantee & Trust
Steven Stanley SEP IRA
P.O. Box 4900
East Lansing, MI 48823 9,700.604 6.66%
Glenn R Simpson Jr.
P.O. Box 427
Muskego, WI 53150-0427 9,646.635 6.62%
Officers and Trustees as a Group2 <F25>
(6 persons) 1,039.875 .71%
1<F24> This includes shares held by Uniplan Inc., as well as shares held by
Mr. Imperiale in his capacity as trustee of the Uniplan Inc. Profit Sharing Plan
and by Mr. Imperiale, Mr. Kujawski and Mr. Komives in their capacities as
custodians under the Uniform Transfer to Minors Act.
2<F25> This includes shares held by Uniplan Inc., as well as shares held by
Mr. Imperiale in his capacity as trustee of the Uniplan Inc. Profit Sharing Plan
and by Mr. Imperiale, Mr, Kujawski and Mr. Komives in their capacities as
custodians under the Uniform Transfer to Minors Act.
EXCHANGE PRIVILEGE
As described in the Prospectus under the caption "Exchange Privilege,"
a shareholder may exchange shares of a Fund for shares of any other Fund or for
shares of the Firstar Money Market Fund at their current net asset values.
The Funds reserve the right to modify or discontinue the exchange
privilege at any time. Orders for exchanges received after the close of regular
trading on the Exchange on any business day will be executed at the respective
net asset values determined at the close of the next business day.
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Adviser. As set forth in the Prospectus, the investment
adviser to the Growth and Income Fund and the REIT Fund is Uniplan, Inc.
("Uniplan" or "Advisor"). Uniplan's address is 839 N. Jefferson Street,
Milwaukee, Wisconsin 53202. Pursuant to investment advisory agreements between
the Funds and Uniplan (the "Advisory Agreements"), Uniplan furnishes continuous
investment advisory services and management to the Funds. Uniplan is controlled
by Richard P. Imperiale, who owns 90% of its outstanding capital stock. Mr.
Imperiale is also a trustee of the Trust.
The Advisory Agreements will remain in effect as long as their
continuance is specifically approved at least annually, by (i) the trustees of
the Trust, or by the vote of a majority (as defined in the Investment Company
Act of 1940) of the outstanding shares of the Funds, and (ii) by the vote of a
majority of the trustees of the Trust who are not parties to the Advisory
Agreement or interested persons of an Advisor, cast in person at a meeting
called for the purpose of voting on such approval. Each Advisory Agreement
provides that it may be terminated at any time without the payment of any
penalty, by the trustees of the Trust or by vote of a majority of a Fund's
shareholders, on sixty days written notice to the relevant Advisor, and by the
Advisor on the same notice to a Fund and that it shall be automatically
terminated if it is assigned.
Each Advisory Agreement provides that the Advisor shall not be liable
to the relevant Fund or its shareholders for anything other than willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations or duties. Each Advisory Agreement also provides that the relevant
Advisor and its officers, directors and employees may engage in other
businesses, devote time and attention to any other business whether of a similar
or dissimilar nature, and render investment advisory services to others.
For their services connected to the Funds, Uniplan receives an annual
fee of .60% on the first $500,000,000 of average net assets, .50% of the next
$500,000,000 of average net assets and .40% of average net assets in excess of
$1,000,000,000 of each Fund for which they act as investment adviser. In the
most recent fiscal year, an aggregate fee of .60% of average net assets was paid
to Uniplan, as investment adviser for the Growth and Income Fund. For the
period March 1, 1999 (commencement of operations) through October 31, 1999, an
aggregate fee of .60% (on an annualized basis) of average net assets was paid to
Uniplan, as investment advisor for the REIT Fund. All of the above fees are
paid monthly. For the fiscal years ended October 31, 1999, October 31, 1998 and
October 31, 1997, the fees paid to Uniplan under the Advisory Agreement between
Uniplan and the Growth and Income Fund were $50,168, $51,704 and $38,956,
respectively. For the period March 1, 1999 (commencement of operations) through
October 31, 1999, the fees paid to Uniplan under the Advisory Agreement between
Uniplan and the REIT Fund were $2,572.
Principal Underwriter. Adviser Dealer Services, Inc., 6000 Memorial
Drive, Dublin, Ohio 43017 (the "Distributor") is the principal underwriter of
all Fund shares.
Under the Underwriting Agreements between each Fund and the
Distributor (the "Underwriting Agreement"), the Distributor is not obligated to
sell any specific amount of shares of a Fund and will purchase shares for resale
only against orders for shares. The Underwriting Agreements may be terminated
with respect to a Fund at any time on 90 days' written notice without payment of
any penalty either by the Distributor or by such Fund by vote of a majority of
the outstanding voting securities of such Fund or by vote of a majority of the
trustees of the Trust who are not interested persons of such Fund (as defined in
the 1940 Act) and who have no direct or indirect financial interest in the
Funds' servicing plans with Class A shares pursuant to Rule 12b-1 (the "Plans")
or any agreement relating to the Plans (the "Independent Trustees").
Services Provided by Uniplan. Uniplan, at its own expense and without
reimbursement from the Funds, furnishes office space and all necessary office
facilities, equipment and executive personnel for making investment decisions
for the Funds. Uniplan also pays the salaries and fees of all officers and
Trustees of the Funds it manages (except the fees paid to disinterested
directors or Trustees who are affiliated with the distributor of Fund shares).
Payment of Fund Expenses. Each Fund will pay all of its expenses not
assumed by the Adviser or the Distributor, including, but not limited to, the
costs of preparing and printing its registration statements required under the
Securities Act of 1933 and the Investment Company Act of 1940 and any amendments
thereto, the expenses of registering its shares with the Securities and Exchange
Commission and in the various states, the printing and distribution cost of
prospectuses mailed to existing shareholders, the cost of trustee and officer
liability insurance, reports to shareholders, reports to government authorities
and proxy statements, interest charges, brokerage commissions, and expenses
incurred in connection with portfolio transactions. The Funds will also pay the
fees of Trustees who are not officers of the Trust, salaries of administrative
and clerical personnel, association membership dues, auditing and accounting
services, fees and expenses of any custodian or trustees having custody of Fund
assets, expenses of calculating the net asset value and repurchasing and
redeeming shares, and charges and expenses of dividend disbursing agents,
registrars, and share transfer agents, including the cost of keeping all
necessary shareholder records and accounts and handling any problems relating
thereto.
Expense Reimbursements. As of February 29, 2000, no voluntary fee
waivers or reimbursements are in effect for the Growth and Income Fund. As of
February 29, 2000, Uniplan has voluntarily agreed to reimburse, through
February 28, 2001, the REIT Fund for expenses in excess of 2.5% of average net
assets of Class A shares. From November 30, 1999 until February 29, 2000,
Uniplan voluntarily reimbursed the Funds for expenses in excess of 1.15% of
average net assets of Class A shares. From July 28, 1998 until November 30,
1999, Howe Barnes Investments, Inc., an affiliate of Marshall Capital,
voluntarily reimbursed the Funds using the same expense cap. From May 7, 1998
until July 28, 1998, such reimbursement obligation was the responsibility of
Uniplan. From September 1, 1995 (commencement of operations for the Growth and
Income Fund) until May 7, 1998, such reimbursement obligation was the
responsibility of Rodman & Renshaw, Inc., who was the Growth and Income Fund's
distributor for such periods. For the fiscal years ended October 31, 1999,
October 31, 1998 and October 31, 1997, total expenses of the Funds would have
exceeded 1.15% of the average net assets of Class A shares. As a result, the
Growth Income Fund was reimbursed, $125,020, $137,763, and $117,913,
respectively, for the same periods, and the REIT Fund was reimbursed $59,592 for
the period February 28, 1999 (commencement of operations) to October 31, 1999.
Distribution and Servicing. Shares of each Fund are continuously
offered through firms ("participating brokers") which are members of the
National Association of Securities Dealers, Inc. and which have dealer
agreements with the Distributor, or which have agreed to act as introducing
brokers for the Distributor ("introducing brokers").
Pursuant to the Distribution and Servicing Plans, in connection with
personal services rendered to Class A shareholders of each Fund and the
maintenance of shareholder accounts, the Distributor receives certain servicing
fees from that Fund. Each Fund pays the Distributor annual servicing fees of up
to .25% of the Fund's average daily net assets attributable to Class A shares.
As described in the Prospectus, the Distributor pays all or a portion
of the distribution and servicing fees it receives from a Fund to participating
and introducing brokers.
Each Distribution and Servicing Plan may be terminated with respect to
the class of shares of a Fund by vote of a majority of the Independent Trustees
or by vote of a majority of the outstanding voting securities of that class.
Any change in either Plan that would materially increase the cost to the class
of shares of the Fund requires approval by the affected class of shareholders of
the Fund. The trustees review quarterly a written report of such costs and the
purposes for which such costs have been incurred. A Plan may be amended by vote
of the trustees, including a majority of the Independent trustees, cast in
person at a meeting called for the purpose. For so long as a Plan is in effect,
selection and nomination of those Trustees who are not interested persons of the
Fund shall be committed to the discretion of such disinterested persons.
The Underwriting Agreement and the Distribution and Servicing Plans
will continue in effect with respect to each Fund and each class of shares
thereof for successive one-year periods, provided that each such continuance is
specifically approved: (i) by the vote of a majority of the Independent
Trustees; and (ii) by the vote of a majority of the entire Board of Trustees
cast in person at a meeting called for that purpose.
If the Underwriting Agreement or the Distribution and Servicing Plans
are terminated (or not renewed) with respect to a Fund, they may continue in
effect with respect to any class of the Fund as to which they have not been
terminated (or have been renewed).
The Trustees believe that the Distribution Plans provide benefits to
the Fund. The Trustees believe that the Plans result in greater sales and/or
fewer redemptions of Fund shares, although it is impossible to know for certain
the level of shares and redemptions of Fund shares in the absence of the Plan or
under an alternative distribution scheme. The effect on sales and/or
redemptions is believed to benefit a Fund by reducing Fund expense ratios and/or
by affording greater flexibility to Fund managers.
Administrator. The administrator to the Funds is Firstar Mutual Fund
Services, LLC (the "Administrator"), 615 East Michigan Street, Milwaukee,
Wisconsin 53202. The administration agreements entered into between each Fund
and the Administrator (the "Administration Agreement") will remain in effect
until terminated by either party. The Administration Agreement may be
terminated at any time, without the payment of any penalty, by the trustees of
the Trust upon the giving of ninety (90) days' written notice to the
Administrator, or by the Administrator upon the giving of ninety (90) days'
written notice to a Fund.
Under the Administration Agreement, the Administrator maintains the
books, accounts and other documents required by the Investment Company Act of
1940, responds to shareholder inquiries, prepares each Fund's financial
statements and tax returns, prepares certain reports and filings with the
Securities and Exchange Commission and with state "blue sky" authorities,
furnishes statistical and research data, clerical, accounting and bookkeeping
services and stationery and office supplies, keeps and maintains each Fund's
financial and accounting records and generally assists in all aspects of the
Funds' operations. The Administrator, at its own expense and without
reimbursement from the Funds, furnishes office space and all necessary office
facilities, equipment and executive personnel for performing the services
required to be performed by it under the Administration Agreement. For the
foregoing, the Administrator receives from each Fund a fee, paid monthly, based
on the Fund's average net assets, plus certain out-of-pocket expenses.
Under the Administration Agreement, the Administrator is not liable
for any error of judgment or mistake of law or for any loss suffered by a Fund
in connection with the performance of the Administration Agreement, except a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Administrator in the performance of its duties or from its reckless
disregard of its duties and obligations under the Administration Agreement. For
its services, the Administrator is entitled to receive fees, payable monthly,
based on the total annual rate of $20,000 in the event that the average net
assets of a Fund is less than $10,000,000 and increasing by $4,000 for every
$2,000,000 increase in average net assets of the Fund until the Fund reaches
$20,000,000 in average net assets. At such time, the fee is .25% of the average
net assets of the Fund; such fee decreases to .2% of the average net assets when
average net assets reach $25,000,000 and decreases to .15% of the average net
assets when average net assets reach $30,000,000. At such time as the average
net assets reach $200,000,000, the fees are .06% on the first $200,000,000, .05%
on the next $300,000,000 and .03% on all net assets exceeding $500,000,000. For
the fiscal years ended October 31, 1999, October 31, 1998 and October 31, 1997,
the fees earned by the Administrator for the Growth and Income Fund were
$19,983, $20,111 and $21,286, respectively. For the period March 1, 1999
(commencement of operations) through October 31, 1999, the fees earned by the
Administrator for the REIT Fund were $13,336.
Custodian. Firstar Bank Milwaukee, N.A. serves as custodian of the
Fund's assets pursuant to a Custody Agreement with each Fund. Under the Custody
Agreements, Firstar Bank Milwaukee, N.A. has agreed to (i) maintain a separate
account in the name of each Fund, (ii) make receipts and disbursements of money
on behalf of each Fund, (iii) collect and receive all income and other payments
and distributions on account of each Fund's portfolio investments, (iv) respond
to correspondence from shareholders, security brokers and others relating to its
duties and (v) make periodic reports to each Fund concerning the Fund's
operations. Firstar Bank Milwaukee, N.A. does not exercise any supervisory
function over the purchase and sale of securities. For its services as
custodian, Firstar Bank Milwaukee, N.A. is entitled to receive a fee, payable
quarterly, based on the annual rate of .02% of the market value of the
securities owned by each Fund (subject to a minimum annual $3,000 fee). In
addition, Firstar Bank Milwaukee, N.A., as custodian, is entitled to certain
charges for securities transactions and reimbursement for expenses. For the
fiscal years ended October 31, 1999, October 31, 1998 and October 31, 1997, the
fees earned by the custodian for the Growth and Income Fund were $5,296, $6,341
and $9,393, respectively. For the period March 1, 1999 (commencement of
operations) through October 31, 1999, the fees earned by the custodian for the
REIT fund were $4,773.
Transfer Agent and Dividend Disbursing Agent. Firstar Mutual Fund
Services, LLC also serves as transfer agent and dividend disbursing agent for
each Fund under a Shareholder Servicing Agent Agreement. As transfer and
dividend disbursing agent, Firstar Mutual Fund Services, LLC has agreed to (i)
issue and redeem shares of each Fund, (ii) make dividend and other distributions
to shareholders of each Fund, (iii) respond to correspondence by Fund
shareholders and others relating to its duties, (iv) maintain shareholder
accounts, and (v) make periodic reports to each Fund. For its transfer agency
and dividend disbursing services, Firstar Mutual Fund Services, LLC is entitled
to receive fees based on the average net assets in each Fund (subject to a
minimum annual fee of $15,000). Also, Firstar Mutual Fund Services, LLC is
entitled to certain other transaction charges and reimbursement for expenses.
For the fiscal years ended October 31, 1999, October 31, 1998 and October 31,
1997, the fees earned under the Shareholder Servicing Agreement with the Growth
and Income Fund were $23,467, $28,662 and $28,904, respectively. For the period
March 1, 1999 (commencement of operations) through October 31, 1999, the fees
earned under the Shareholder Servicing Agreement with the REIT Fund were $9,644.
In addition, each Fund has entered into a Fund Accounting Servicing
Agreement with Firstar Mutual Fund Services, LLC pursuant to which Firstar
Mutual Fund Services, LLC has agreed to maintain the financial accounts and
records of each Fund and provide other accounting services to each Fund. For its
accounting services, Firstar Mutual Fund Services, LLC is entitled to receive
fees, payable monthly, based on the total annual rate of $22,000 for the first
$20,000,000 in average net assets of a Fund; .17% of average net assets when a
Fund exceeds $20,000,000 but is less than $25,000,000; .12% of average net
assets when a Fund exceeds $25,000,000 but is less than $30,000,000; and when a
Fund exceeds $30,000,000, the fees are $27,500 for the first $40,0000,000 in
average net assets of a Fund, .01% on the next $200,000,000 of average net
assets of a Fund and .005% on all net assets exceeding $240,000,000. Firstar
Mutual Fund Services, LLC is also entitled to certain out of pocket expenses,
including pricing expenses. For the fiscal years ended October 31, 1999,
October 31, 1998 and October 31, 1997, the fees earned under the Fund Accounting
Servicing Agreement with the Growth and Income Fund were $24,213, $23,979 and
$26,255, respectively. For the period March 1, 1999 (commencement of
operations) through October 31, 1999, the fees earned under the Fund Accounting
Servicing Agreement with the REIT Fund were $15,825.
Independent Accountants. KPMG LLP, 303 East Wacker Drive, Chicago,
Illinois 60601, currently serves as the independent accountants for the Funds.
BROKERAGE ALLOCATION AND OTHER PRACTICES
Pursuant to its agreements with the Funds, the Adviser is permitted to
select the brokers or dealers that will execute the purchases and sales of each
Fund's portfolio securities. In placing purchase and sale orders for a Fund, it
is the policy of the Adviser to seek the best execution of orders at the most
favorable price in light of the overall quality of brokerage and research
services provided.
In selecting brokers to effect portfolio transactions, the
determination of what is expected to result in best execution at the most
favorable price involves a number of largely judgmental considerations. Among
these are the Adviser's evaluation of the broker's efficiency in executing and
clearing transactions, block trading capability (including the broker's
willingness to position securities) and the broker's financial strength and
stability. The most favorable price to the Fund means the best net price
without regard to the mix between purchase or sale price and commission, if any.
Over-the-counter securities are generally purchased and sold directly with
principal market makers who retain the difference in their cost in the security
and its selling price. In some instances, the Adviser feels that better prices
are available from non-principal market makers who are paid commissions
directly.
The Adviser may allocate portfolio brokerage on the basis of whether
the broker has sold or is currently selling Shares of a Fund and may also
allocate portfolio brokerage to the Distributor, but only if the Adviser
reasonably believes the commissions and transaction quality are comparable to
that available from other qualified brokers. Under the Investment Company Act
of 1940, the Distributor is prohibited from dealing with a Fund as a principal
in the purchase and sale of securities. Since transactions in the over-the-
counter securities market generally involve transactions with dealers acting as
principal for their own account, the Distributor may not serve as a Fund's
dealer in connection with such transactions. All allocations of portfolio
brokerage to the Distributor, if any, will be conducted in compliance with
procedures adopted in accordance with Rule 17e-1 under the Investment Company
Act of 1940. The Distributor, when acting as a broker for a Fund in any of its
portfolio transactions executed on a securities exchange of which the
Distributor is a member, will act in accordance with the requirements of Section
11(a) of the Securities Exchange Act of 1934 and the rules of such exchanges.
In allocating brokerage business for a Fund, the Adviser also takes
into consideration the research, analytical, statistical and other information
and services provided by the broker, such as general economic reports and
information, reports or analyses of particular companies or industry groups,
market timing and technical information, and the availability of the brokerage
firm's analysts for consultation. While the Adviser believes these services
have substantial value, they are considered supplemental to the Adviser's own
efforts in the performance of its duties under the Advisory Agreements. Other
clients of the Adviser may indirectly benefit from the availability of these
services to the Advisor, and the Fund may indirectly benefit from services
available to the Advisers as a result of transactions for other clients. The
Advisory Agreements provide that the Adviser may cause a Fund to pay a broker
which provides brokerage and research services to the Adviser a commission for
effecting a securities transaction in excess of the amount another broker would
have charged for effecting the transaction, if the Adviser determines in good
faith that such amount of commission is reasonable in relation to the value of
brokerage and research services provided by the executing broker viewed in terms
of either the particular transaction or the Adviser's overall responsibilities
with respect to a Fund and the other accounts as to which he exercises
investment discretion.
Pursuant to conditions set forth in rules of the Securities and
Exchange Commission, a Fund may purchase securities from an underwriting
syndicate of which the principal underwriter of such Fund or its affiliates are
members (but not from the principal underwriter itself). Such conditions relate
to the price and amount of the securities purchased, the commission or spread
paid, and the quality of the issuer. The rules further require that such
purchases take place in accordance with procedures adopted and reviewed
periodically by the Trustees, particularly those trustees who are not
"interested persons" of the Fund. Investments by other clients of the
Distributor and the Adviser may limit the ability of a Fund to purchase
securities from such a syndicate.
For the fiscal years ended October 31, 1999, October 31, 1998 and
October 31, 1997, respectively, the Growth and Income Fund paid brokerage
commissions of $30,514 on total transactions of $9,452,727, $40,016 on total
transactions of $12,539,334 and $29,721 on total transactions of $8,839,795.
During the fiscal year ended October 31, 1999, Howe Barnes (an affiliate of the
now defunct Regional Bank Fund) received $0 of the total commissions paid.
During the fiscal year ended October 31, 1998, Howe Barnes received $407 of the
total commissions paid by the Growth and Income Fund. During the fiscal year
ended October 31, 1997, $1,375 of the total brokerage commissions paid by the
Growth and Income Fund represent brokerage commissions paid to Rodman & Renshaw,
Inc., the Fund's distributor during such periods.
For the period March 1, 1999 (commencement of operations) through
October 31, 1999, the REIT Fund paid brokerage commissions of $6,287 on total
transactions of $1,070,465.
No brokerage commissions have been paid to the Fund's current
Distributor. Some of the brokers to whom commissions were paid provided
research services to Uniplan.
CAPITAL STRUCTURE
Each Fund's authorized capital consists of an unlimited number of
shares of beneficial interest. Each Fund's shareholders are entitled: (i) to
one vote per full share; (ii) to such distributions as may be declared by the
Trust's Trustees out of funds legally available; and (iii) upon liquidation, to
participate ratably in the assets available for distribution. Shares of the
Funds are voted in the aggregate and not by series, except where class voting is
required by the Investment Company Act of 1940 (e.g., change in investment
policy or approval of an investment advisory agreement), where otherwise
required by law, or where the matter to be acted upon does not affect any
interest of the shareholders of a particular Fund, then only shares of the
affected Fund are entitled to vote on that matter.
All consideration received from the sale of Fund shares of any series,
together with all income, earnings, profits and proceeds thereof, belongs to
that series and is charged with the liabilities in respect of that series and of
that series' share of the general liabilities of the Trust in the proportion
that the total net assets of the series bear to the total net assets of all
series. The net asset value of a share of any series is based on the assets
belonging to that series less the liabilities charged to that series, and
dividends can be paid on shares of any series only out of lawfully available
assets belonging to that series. In the event of liquidation or dissolution of
the Trust, the shareholders of each series would be entitled, out of the assets
of the Trust available for distribution, to the assets belonging to that series.
There are no conversion or sinking fund provisions applicable to Fund
shares, and shareholders have no preemptive rights and may not cumulate their
votes in the election of Trustees. Consequently, the holders of more than 50%
of the shares of all Funds voting for the election of Trustees for that Fund can
elect all the Trustees, and in such event, the holders of the remaining shares
voting for the election of Trustees will not be able to elect any persons as
Trustees. The Trust does not anticipate holding an annual meeting in any year
in which the election of Trustees is not required to be acted on by shareholders
under the Investment Company Act of 1940. The Trust's Trust Instrument contains
provisions for the removal of Trustees by the shareholders.
Fund shares are redeemable and are transferable. All shares issued
and sold by the Funds will be fully paid and nonassessable. Fractional shares
entitle the holder to the same rights as whole shares. Firstar Mutual Fund
Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202 acts as the
Fund's transfer agent and dividend disbursing agent.
The Funds will not issue certificates evidencing shares purchased.
Each shareholder's account will be credited with the number of shares purchased,
relieving shareholders of responsibility for safekeeping of certificates and the
need to deliver them upon redemption. Written confirmations are issued for all
purchases of shares.
Pursuant to the Trust Instrument, the Trustees may establish and
designate one or more additional separate and distinct series of shares, each of
which shall be authorized to issue an unlimited number of shares. In addition,
the Trustees may, without obtaining any prior authorization or vote of
shareholders, redesignate or reclassify any issued shares of any series. In the
event that additional series are established, each share outstanding, regardless
of series, would still entitle its holder to one vote. As a general matter,
shares would continue to be voted in the aggregate and not by series, except
where class voting would be required by the Investment Company Act of 1940
(e.g., change in investment policy or approval of an investment advisory
agreement). All consideration received from the sale of Fund shares of any
series, together with all income, earnings, profits and proceeds thereof, would
belong to that series and would be charged with the liabilities in respect of
that series and of that series' share of the general liabilities of the Fund in
the proportion that the total net assets of the series bear to the total net
assets of all series. The net asset value of a share of any series would be
based on the assets belonging to that series less the liabilities charged to
that series, and dividends could be paid on shares of any series only out of
lawfully available assets belonging to that series. In the event of liquidation
or dissolution of the Fund, the shareholders of each series would be entitled,
out of the assets of the Fund available for distribution, to the assets
belonging to that series.
The Trust's Trust Instrument contains an express disclaimer of
shareholder liability for its acts or obligations and requires that notice of
such disclaimer be given in each agreement, obligation or instrument entered
into or executed by a Fund or the Trustees. The Trust Instrument provides for
indemnification and reimbursement of expenses out of the Trust's property for
any shareholder held personally liable for its obligations. The Trust
Instrument also provides that the Trust shall, upon request, assume the defense
of any claim made against any shareholder for any act or obligation of the Trust
and satisfy any judgment thereon.
The Trust Instrument further provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law, but nothing in the
Trust Instrument protects a Trustee against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office.
Shareholder Meetings. It is contemplated that the Trust will not hold
an annual meeting of shareholders in any year in which the election of trustees
is not required to be acted on by shareholders under the Investment Company Act
of 1940. The Trust's Trust Instrument and Bylaws also contain procedures for
the removal of trustees by Fund shareholders. At any meeting of shareholders,
duly called and at which a quorum is present, the shareholders of the Funds,
may, by the affirmative vote of the holders of at least two-thirds (2/3) of the
outstanding shares of all the Funds, remove any trustee or trustees.
Upon the written request of the holders of shares entitled to not less
than ten percent (10%) of all the votes entitled to be cast at such meeting, the
Secretary of the Trust shall promptly call a special meeting of shareholders for
the purpose of voting upon the question of removal of any trustee. Whenever ten
or more shareholders of record who have been such for at least six months
preceding the date of application, and who hold in the aggregate either shares
having a net asset value of at least $25,000 or at least one percent (1%) of the
total outstanding shares, whichever is less, shall apply to the Trust's
Secretary in writing, stating that they wish to communicate with other
shareholders with a view to obtaining signatures to a request for a meeting as
described above and accompanied by a form of communication and request which
they wish to transmit, the Secretary shall within five business days after such
application either: (1) afford to such applicants access to a list of the names
and addresses of all shareholders as recorded on the books of the Trust; or (2)
inform such applicants as to the approximate number of shareholders of record
and the approximate cost of mailing to them the proposed communication and form
of request.
If the Secretary elects to follow the course specified in clause (2)
of the last sentence of the preceding paragraph, the Secretary, upon the written
request of such applicants, accompanied by a tender of the material to be mailed
and of the reasonable expenses of mailing, shall, with reasonable promptness,
mail such material to all shareholders of record at their addresses as recorded
on the books unless within five business days after such tender the Secretary
shall mail to such applicants and file with the Securities and Exchange
Commission, together with a copy of the material to be mailed, a written
statement signed by at least a majority of the trustees to the effect that in
their opinion either such material contains untrue statements of fact or omits
to state facts necessary to make the statements contained therein not
misleading, or would be in violation of applicable law, and specifying the basis
of such opinion.
After opportunity for hearing upon the objections specified in the
written statement so filed, the Securities and Exchange Commission may, and if
demanded by the trustees or by such applicants shall, enter an order either
sustaining one or more of such objections or refusing to sustain any of them.
If the Securities and Exchange Commission shall enter an order refusing to
sustain any of such objections, or if, after the entry of an order sustaining
one or more of such objections, the Securities and Exchange Commission shall
find, after notice and opportunity for hearing, that all objections so sustained
have been met, and shall enter an order so declaring, the Secretary shall mail
copies of such material to all shareholders with reasonable promptness after the
entry of such order and the renewal of such tender.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Determination of Net Asset Value. As described in the Prospectus, the
net asset value of each Fund will be determined as of the close of regular
trading (currently 4:00 p.m. Eastern time) on each day the New York Stock
Exchange is open for trading. The Trust expects the New York Stock Exchange to
be open for trading Monday through Friday except New Year's Day, Martin Luther
King Day, Washington's Birthday, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. Additionally, if any of the
aforementioned holidays falls on a Saturday, the Trust expects that the New York
Stock Exchange will not be open for trading on the preceding Friday and when any
such holiday falls on a Sunday, the Trust expects that the New York Stock
Exchange will not be open for trading on the succeeding Monday, unless unusual
business conditions exist, such as the ending of a monthly or the yearly
accounting period. The Funds' portfolio securities for which market quotations
are readily available are valued at the most recent bid price. Notwithstanding
the above sentence, certain of the Funds' holdings of debt securities are valued
by a pricing service. The pricing service relies on one or more of the
following factors: valuations obtained from recognized dealers, information on
transactions for similar securities, general market information, and matrix
comparisons of various characteristics of debt securities, such as quality,
yield or maturity.
Suspension of Sale of Fund Shares. Under certain circumstances the
Funds may suspend the sale of their shares. Such circumstances are (1) during
any period in which the NYSE is closed, (2) when trading on the New York Stock
Exchange is restricted, (3) during an emergency which makes it impracticable for
a Fund to dispose of its assets or to determine fairly the value of its net
assets, and (4) during any other period permitted by the SEC for the protection
of investors.
Valuation. Orders received by the Distributor from dealers or brokers
after the net asset value is determined that day will be valued as of the close
of the next trading day even if the orders were received by the dealer or broker
from its customer prior to such determination. Purchase orders received on
other than a regular business day will be executed on the next succeeding
regular business day. The Distributor, in its sole discretion, may accept or
reject any order for purchase of Fund shares.
Securities traded on any national stock exchange or quoted on the
Nasdaq National Market System will be valued on the basis of the last sale price
on the date of valuation or, in the absence of any sale on that date, the most
recent bid price. Other portfolio securities will be valued at the most recent
bid price, if market quotations are readily available. Certain of the Fund's
holdings of debt securities are valued by a pricing service. Securities for
which there are no readily available market quotations and other assets will be
valued at their fair value as determined in good faith by the Trustees or
pursuant to procedures adopted by the Trustees. Odd lot differentials and
brokerage commissions will be excluded in calculating values.
Signature Guarantee. When a signature guarantee is called for, the
shareholder should have "Signature Guaranteed" stamped under his signature and
guaranteed by any of the following entities: U.S. banks, foreign banks having a
U.S. correspondent bank, credit unions, savings associations, U.S. registered
dealers and brokers, municipal securities dealers and brokers, government
securities dealers and brokers, national securities exchanges, registered
securities associations and clearing agencies (each an "Eligible Guarantor
Institution"). The Distributor reserves the right to reject any signature
guarantee [purchase] to its written signature guarantee standards or procedures,
which may be revised in the future to permit it to reject signature guarantees
from Eligible Guarantor Institutions that do not, based on credit guidelines,
satisfy such written standards or procedures. The Fund may change the signature
guarantee requirements from time to time upon notice to shareholders, which may
be given by means of a new or supplemented Prospectus.
TAXATION OF THE FUNDS
The Trust intends to qualify annually for and elect tax treatment
applicable to a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"). Sixty percent of any gain or
loss realized by the Funds: (i) from net premiums from expired listed options
and from closing purchase transactions; and (ii) with respect to listed options
upon the exercise thereof, generally will constitute long-term capital gains or
losses and the balance will be short-term gains or losses. Distributions of
long-term capital gains, if designated as such by the Funds, are taxable to
shareholders as long-term capital gain, regardless of how long a shareholder has
held shares. Dividends from a Fund's net investment income and distributions
from a Fund's net realized short-term capital gains are taxable to shareholders
as ordinary income, whether received in cash or in additional Fund shares. The
70% dividends-received deduction for corporations will apply to such dividends
and distributions, subject to proportionate reductions if the aggregate
dividends received by a Fund from domestic corporations in any year are less
than 100% of a Fund's gross income.
A 4% non-deductible excise tax is imposed on regulated investment
companies that fail to currently distribute specified percentages of their
ordinary taxable income and capital gain net income. The Funds intend to make
sufficient distributions of ordinary taxable income and any capital gain net
income with respect to each calendar year to avoid liability for this excise
tax.
If for any taxable year a Fund does not qualify for the special
federal income tax treatment afforded regulated investment companies, all of its
taxable income will be subject to federal income tax at regular corporate rates
(without any deduction for distributions to its shareholders).
Any dividend or capital gains distribution paid shortly after a
purchase of Fund shares will have the effect of reducing the per share net asset
value of such shares by the amount of the dividend or distribution.
Furthermore, if the net asset value of a Fund's shares immediately after a
dividend or distribution is less than the cost of such shares to the
shareholder, the dividend or distribution will be taxable to the shareholder
even though it results in a return of capital to him.
The Funds may be required to withhold Federal income tax at a rate of
31% ("backup withholding") from dividend payments and redemption proceeds if a
shareholder fails to furnish the Funds with his social security or other tax
identification number and certify under penalty of perjury that such number is
correct and that he is not subject to backup withholding due to the under
reporting of income. The certification form is included as part of the share
purchase application and should be completed when the account is opened.
CALCULATION OF PERFORMANCE DATA
The Funds may provide from time to time in advertisements, reports to
shareholders and other communications with shareholders its average annual
compounded rate of return as well as its total return and cumulative total
return. An average annual compounded rate of return refers to the rate of
return which, if applied to an initial investment at the beginning of a stated
period and compounded over the period, would result in the redeemable value of
the investment at the end of the stated period assuming reinvestment of all
dividends and distributions and reflecting the effect of all recurring fees.
Total return and cumulative total return similarly reflect net investment income
generated by, and the effect of any realized and unrealized appreciation or
depreciation of, the underlying investments of a Fund for the stated period,
assuming the reinvestment of all dividends and distributions and reflecting the
effect of all recurring fees.
The Funds may also advertise or communicate to shareholders the yield
of the Funds. Under the rules of the Securities and Exchange Commission, such
advertisements and communications must include yield quotation calculated
according to the following formula:
6
YIELD = 2 [( a-b + 1) - 1]
----
cd
Where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of
reimbursements).
c = the average daily number of shares outstanding during
the period that were entitled to receive dividends
d = the maximum offering price per share on the last day of
the period.
Total return figures are not annualized or compounded and represent
the aggregate percentage of dollar value change over the period specified.
Cumulative total return reflects a Fund's total return since inception. An
investor's principal in a Fund and the Fund's return are not guaranteed and will
fluctuate according to market conditions.
Each Fund may compare its performance to other mutual funds with
similar investment objectives and to the industry as a whole, as reported by
Value Line, Weisberger's Encyclopedia of Institutional Funds, Lipper Analytical
Services, Inc., Morningstar, Inc., Money Manager Review, Money, Forbes,
Kiplinger's Personal Finance, Institutional Investor, Business Week and Barron's
magazines, The New York Times, The Wall Street Journal, Investor's Business
Daily and other industry or financial publications. (Value Line, Lipper
Analytical Services, Inc., Morningstar, Inc. and Money Manager Review are
independent fund ranking services that rank mutual funds based upon total return
performance.) Each Fund may also compare its performance to the Dow Jones
Industrial Average, NASDAQ Composite Index, NASDAQ Industrials Index, Value Line
Composite Index, the Standard & Poor's 500 Stock Index, the Consumer Price Index
and other relevant indices and industry publications. The Funds may also
compare the historical volatility if such indices during the same periods.
(Volatility is a generally accepted barometer of market risk associated with a
portfolio of securities and is generally measured in comparison to the stock
market as a whole - the beta - or in absolute terms - the standard deviation.)
Such comparisons may be made in advertisements, shareholder reports or other
communications to shareholders.
Total Return with respect to a Fund's Class A shares is a measure of
the change in value of an investment in a class of shares of the Fund over the
period covered (in the case of Class A shares, giving effect to the maximum
initial sales charge), which assumes any dividends or capital gains
distributions are reinvested in that class of the Fund's shares immediately
rather than paid to the investor in cash. The formula for Total Return used
herein includes four steps: (1) adding to the total number of shares purchased
by a hypothetical $1,000 investment in the class (deducting in the case of
Class A shares of the maximum applicable initial sales charge) all additional
shares which would have been purchased if all dividends and distributions paid
or distributed during the period had been immediately reinvested;
(2) calculating the value of the hypothetical initial investment of $1,000 as of
the end of the period by multiplying the total number of shares in the class
owned at the end of the period by the net asset value per share of the class on
the last trading day of the period; (3) assuming redemption at the end of the
period (deducting any applicable contingent deferred sales charge); and
(4) dividing this account value for the hypothetical investor by the initial
$1,000 investment and annualizing the result for the periods of less than one
year. Specifically, the Total Return formula is as follows:
n
P (1 + T) = ERV
Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the one, five, or ten-
year period at the end of the one, five, or ten-year
period (or fractional portion thereof).
The manner in which Total Return of Class A shares will be calculated
for public use is described above.
The total return, on a load and no-load basis, for the one year ended
October 31, 1999 were 4.73% and 10.88%, respectively, for the Growth and Income
Fund's Class A shares. The total returns, on a load and no-load basis, for the
one year ended October 31, 1998 were -12.10% and -7.01%, respectively for the
Growth and Income Fund's Class A shares. The total returns, on a load and
no-load basis, for the one year ended October 31, 1997 were 9.17% and 15.56%,
respectively for Class A shares. The total returns, on a load and no-load
basis, for the one year ended October 31, 1996 were 5.51% and 11.50%,
respectively for Class A shares.
The total return on a load and no-load basis, for the period March 1,
1999 through October 31, 1999 were -10.51% and -5.32% (annualized), respectively
for the REIT Fund. Each Fund may from time to time include in advertisements
the total return of the fund and the ranking of those performance figures
relative to such figures for groups of mutual funds categorized by Lipper
Analytical Services as having the same investment objectives.
Information provided to any newspaper or similar listing of a Fund's
net asset values and public offering prices will present the Class A shares.
The Total Return may also be used to compare the performance of a
Fund's Class A shares against certain widely acknowledged standards or indices
for stock and bond market performance against the cost of living (inflation)
index, and against hypothetical results based on a fixed rate of return.
The Standard & Poor's composite Index of 500 stocks (the "S&P 500") is
a market value-weighted and unmanaged index showing the changes in the aggregate
market value of 500 stocks relative to the base period 1941-43. The S&P 500 is
composed almost entirely of common stocks of companies listed on the New York
Stock Exchange, although the common stocks of a few companies listed on the
American Stock Exchange or traded over-the-counter are included. The 500
companies represented include approximately 385 industrial, 15 transportation,
45 utilities and 55 financial services concerns. The S&P 500 represents about
77% of the market value of all issues traded on the New York Stock Exchange.
The NASDAQ-OTC Price Index (the "NASDAQ Index") is a market value-
weighted and unmanaged index showing the changes in the aggregate market value
of approximately 3,500 stocks relative to the base measure of 100.00 on
February 5, 1971. The NASDAQ Index is composed entirely of common stocks of
companies traded over-the-counter and often through the National Association of
Securities Dealers Automated Quotations ("NASDAQ") system. Only those over-the-
counter stocks have only one market maker or traded on exchanges are excluded.
The Russell 2000 Small Stock Index is an unmanaged index of the 2000
smallest securities in the Russell 3000 Index, representing approximately 7% of
the Russell 3000 Index. The Russell 3000 Index represents approximately 98% of
the U.S. equity market by capitalization.
From time to time, articles or reports about a Fund concerning
performance, rankings and other characteristics of the Fund may appear in
national publications and services including, but not limited to, the Wall
Street Journal, Forbes, Fortune, Money Magazine, Morningstar's Mutual Fund
Values, CDA Investment Technologies and The Donoghue Organization. In
particular, some or all of these publications may publish their own rankings or
performance reviews of mutual funds, including the Fund. References to or
reprints of such articles may be used in the Fund's promotional literature.
References to articles regarding personnel of the Advisor who has portfolio
management responsibility may also be used in the Fund's promotional literature.
From time to time, a Fund may use, in its advertisements or
information furnished to present or prospective shareholders, data concerning
the performance and ranking of certain countries' stock markets, including
performance and ranking data based on annualized returns over one, three, five
and ten-year periods.
From time to time, the Fund may set forth in its advertisements and
other materials information about the growth of a certain dollar amount invested
in the Fund over a period of time.
PART C
OTHER INFORMATION
Item 23. EXHIBITS
(a)(1) Registrant's Certificate of Trust.*<F25>
(a)(2) Registrant's Trust Instrument.*<F25>
(b) Registrant's Bylaws. *<F25>
(c) None.
(d)(1) Investment Advisory Agreement with Uniplan, Inc. Relating to the
Growth and Income Fund. *<F25>
(d)(2) Investment Advisory Agreement with Agreement with Uniplan, Inc.
Relating to the REIT Fund.***<F27>
(e)(1) Underwriting Agreement with Adviser Dealer Services, Inc. Relating
to the Growth and Income Fund.*<F25>
(e)(2) Underwriting Agreement with Adviser Dealer Services, Inc. Relating
to the Regional Bank Fund and the REIT Fund.**<F26>
(f) Form of Sales Agreement.*<F25>
(g) Custodian Agreement with Firstar Bank Milwaukee, N.A.**<F26>
(h)(1) Administration Agreement with Firstar Mutual Fund Services,
LLC.**<F26>
(h)(2) Transfer Agent Agreement with Firstar Mutual Fund Services,
LLC.**<F26>
(h)(3) Accounting Services Agreement With Firstar Mutual Fund Services,
LLC.**<F26>
(i) Opinion of Foley & Lardner, counsel for Registrant.**<F26>
(j) Consent of KPMG LLP.
(k) None.
(l) Subscription Agreement. *<F25>
(m)(1) Restated Distribution and Servicing Plan of Class A Shares.**<F26>
(n) None.
(o) None.
(p) Powers of Attorney for Lawrence Kujawski, John Komives, Michael
Borden and Dennis Lasser, Trustees of the Trust.
(Previously filed as Exhibit 17 to Post-Effective Amendment No. 2
to Registrant's Form N-1A, on February 28, 1996, which is
incorporated by reference thereto); Power of Attorney for F.L.
Kirby, Trustee. (Previously filed as Exhibit 17.2 to Amendment No.
3 to Registrant's Form N-1A, on February 28, 1997, which is
incorporated by reference thereto)
*<F25> Previously filed as an exhibit to Post-Effective Amendment No. 4 to
Registrant's Registration Statement and is incorporated by reference
thereto. Post-Effective Amendment No. 4 was filed on February 28,
1998.
**<F26> Previously filed as an exhibit to Post-Effective Amendment No. 5 to
Registrant's Registration Statement and is incorporated by reference
thereto. Post-Effective Amendment No. 5 was filed on December 1,
1998.
***<F27> Previously filed as an exhibit to Post-Effective Amendment No. 6 to
Registrant's Registration Statement and is incorporated by reference
thereto. Post-Effective Amendment No. 6 was filed on February 27,
1998.
Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUNDS
As of the date of this Registration Statement, no person is directly
or indirectly controlled by or under common control with Registrant.
Item 25. INDEMNIFICATION
Pursuant to Chapter 38 of Title 12 of the Delaware Code, the
Registrant's Trust Instrument, dated January 20, 1995, contains the following
article, which is in full force and effect and has not been modified or
cancelled:
ARTICLE X
---------
LIMITATION OF LIABILITY AND INDEMNIFICATION
-------------------------------------------
Section 10.1. Limitation of Liability. A Trustee, when acting in
------------ -----------------------
such capacity, shall not be personally liable to any person other than the Trust
or a beneficial owner for any act, omission or obligation of the Trust or any
Trustee. A Trustee shall not be liable for any act or omission or any conduct
whatsoever in his capacity as Trustee, provided that nothing contained herein or
in the Delaware Act shall protect any Trustee against any liability to the Trust
or to Shareholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee hereunder.
Section 10.2. Indemnification.
------------ ---------------
(a) Subject to the exceptions and limitations contained in Section
10.2(b) below:
(i) every Person who is, or has been, a Trustee or officer of
the Trust (hereinafter referred to as a "Covered Person") shall be
indemnified by the Trust to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or paid
by him in connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts paid or
incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Covered
Person:
(i) who shall have been adjudicated by a court or body before
which the proceeding was brought (A) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of his office or (B) not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust; or
(ii) in the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office,
(A) by the court or other body approving the settlement;
(B) by at least a majority of those Trustees who are neither
Interested Persons of the Trust nor are parties to the matter based
upon a review of readily available facts (as opposed to a full trial-
type inquiry); or
(C) by written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-type
inquiry); provided, however, that any Shareholder may, by appropriate
legal proceedings, challenge any such determination by the Trustees or
by independent counsel.
(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be several,
shall not be exclusive of or affect any other rights to which any
Covered Person may now or hereafter be entitled, shall continue
as to a person who has ceased to be a Covered Person and shall
inure to the benefit of the heirs, executors and administrators
of such a person. Nothing contained herein shall affect any
rights to indemnification to which Trust personnel, other than
Covered Persons, and other persons may be entitled by contract or
otherwise under law.
(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described
in paragraph (a) of this Section 10.2 may be paid by the Trust or Series
from time to time prior to final disposition thereof upon receipt of an
undertaking by or on behalf of such Covered Person that such amount will be
paid over by him to the Trust or Series if it is ultimately determined that
he is not entitled to indemnification under this Section 10.2; provided,
however, that either (a) such Covered Person shall have provided
appropriate security for such undertaking, (b) the Trust is insured against
losses arising out of any such advance payments or (c) either a majority of
the Trustees who are neither Interested Persons of the Trust nor parties to
the matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a
trial-type inquiry or full investigation), that there is reason to believe
that such Covered Person will be found entitled to indemnification under
this Section 10.2.
Section 10.3. Shareholders. In case any Shareholder or former
------------ ------------
Shareholder of any Series shall be held to be personally liable solely by reason
of his being or having been a Shareholder of such Series and not because of his
acts or omissions or for some other reason, the Shareholder or former
Shareholder (or his heirs, executors, administrators or other legal
representatives, or, in the case of a corporation or other entity, its corporate
or other general successor) shall be entitled out of the assets belonging to the
applicable Series to be held harmless from and indemnified against all loss and
expense arising from such liability. The Trust, on behalf of the affected
Series, shall, upon request by the Shareholder, assume the defense of any claim
made against the Shareholder for any act or obligation of the Series and satisfy
any judgment thereon from the assets of the Series.
Insofar as indemnification for and with respect to liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Registrant pursuant to the foregoing provisions or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person or
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS
Uniplan, Inc. ("Uniplan") was organized as a Wisconsin corporation in
1985 and is registered as an investment adviser under the Investment Advisers
Act of 1940. Uniplan does not manage any other mutual fund; however, Uniplan
does manage various individual, profit-sharing, pension and institutional
accounts.
Set forth below are the substantial business engagements during the
two last fiscal years of each director or officer of Uniplan.
NAME BUSINESS AND OTHER CONNECTIONS
- ---- ------------------------------
Richard Imperiale President and Treasurer of Uniplan
Member of Board of Directors of Uniplan
Jeffrey DeCora Vice President and Secretary of Uniplan
Item 27. PRINCIPAL UNDERWRITERS
a. Adviser Dealer Services, Inc. (the "Distributor") acts as the
Registrant's principal underwriter.
b. Information with respect to directors and officers of the
Distributor is as follows:
Positions and Positions and
Names and Offices with Officers with
Principal Addresses Principal Underwriter Registrant
- --------------------------------------------------------------------------------
Joseph A. Zarr(*)<F28> President None
Robert S. Meeder, Sr.(*)<F28> Director None
Phillip Voelker(*)<F28> Director, Vice-President None
Donald F. Meeder(*)<F28> Secretary None
Ronald C. Paul(*)<F28> Treasurer None
James B. Craver Asst. Secretary, None
P.O. Box 811 Asst. Treasurer
Dover, MA 02030
Mark D. Maxwell(*)<F28> Asst. Secretary None
(*)<F28> 6000 Memorial Drive, Dublin, OH 43017
Item 28. LOCATION OF ACCOUNTS AND RECORDS
The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder are in the physical possession of Registrant,
Registrant's Custodian and Registrant's Administrator as follows: the documents
required to be maintained by paragraphs (5) and (11) of Rule 31a-1(b) will be
maintained by the Registrant; the documents required to be maintained by
paragraphs (3) and (7) of Rule 31a-1(b) will be maintained by Registrant's
Custodian; and all other records will be maintained by Registrant's
Administrator.
Item 29. MANAGEMENT SERVICES
All management-related service contracts entered into by Registrant
are discussed in Parts A and B of this Registration Statement.
Item 30. UNDERTAKINGS
Registrant undertakes to, if requested to do so by the holders of at
least 10% of Registrant's outstanding shares, call a meeting of shareholders for
the purpose of voting upon the question of removal of a trustee or trustees and
assist in communications with other shareholders as required by Section 16(c) of
the Investment Company Act of 1940.
Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to shareholders,
upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amended Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amended Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milwaukee and State of
Wisconsin on the 25th day of February 2000.
THE JEFFERSON FUND GROUP TRUST
(Registrant)
By: /s/ Lawrence Kujawski
---------------------
Lawrence Kujawski
President, Treasurer and Trustee
Pursuant to the requirements of the Securities Act of 1933, this
Amended Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Name Title Date
- --------------------------------------------------------------------------------
/s/ Lawrence Kujawski Principal Executive, Financial and February 25, 2000
Lawrence Kujawski Accounting Officer, President,
Treasurer, and Trustee
/s/ Richard Imperiale Chairman, Secretary and Trustee February 25, 2000
Richard Imperiale
*<F29>
F.L. Kirby Trustee February 25, 2000
*<F29>
John Komives Trustee February 25, 2000
*<F29>
J. Michael Borden Trustee February 25, 2000
*<F29>
Dennis Lasser Trustee February 25, 2000
*<F29> By Richard Imperiale, Attorney-in-fact
EXHIBIT INDEX
Exhibit No. Exhibit Page No.
(a)(1) Registrant's Certificate of Trust.*<F30>
(a)(2) Registrant's Trust Instrument.*<F30>
(b) Registrant's Bylaws.*<F30>
(c) None.
(d)(1) Investment Advisory Agreement with Uniplan, Inc. Relating to the
Growth and Income Fund.*<F30>
(d)(2) Investment Advisory Agreement with Agreement with Uniplan, Inc.
Relating to the REIT Fund.*<F30>
(e)(1) Underwriting Agreement with Adviser Dealer Services, Inc.
Relating to the Growth and Income Fund*<F30>
(e)(2) Underwriting Agreement with Adviser Dealer Services, Inc.
Relating to the Regional Bank Fund and the REIT Fund.*<F30>
(f) Form of Sales Agreement.*<F30>
(g) Custodian Agreement with Firstar Bank Milwaukee, N.A*<F30>
(h)(1) Administration Agreement with Firstar Mutual Fund Services,
LLC.*<F30>
(h)(2) Transfer Agent Agreement with Firstar Mutual Fund Services,
LLC.*<F30>
(h)(3) Accounting Services Agreement With Firstar Mutual Fund Services,
LLC.*<F30>
(i) Opinion of Foley & Lardner, counsel for Registrant.*<F30>
(j) Consent of KPMG LLP.
(k) None.
(l) Subscription Agreement.*<F30>
(m)(1) Restated Distribution and Servicing Plan of Class A Shares.*<F30>
(n) None.
(o) None.
(p) Powers of Attorney for Lawrence Kujawski, John Komives, Michael
Borden, Dennis Lasser, and F. L. Kirby, Trustees of the
Trust.*<F30>
*<F30> Incorporated by Reference
CONSENT OF INDEPENDENT ACCOUNTANTS
The Shareholders and Board of Trustees
The Jefferson Fund Group Trust:
We consent to the use of our report incorporated by reference and the reference
to our firm under the headings "Financial Highlights" in the Prospectus and
"Investment Advisory and Other Services" in the Statement of Additional
Information.
KPMG LLP
Chicago, Illinois
February 28, 2000
FOLEY & LARDNER
Suite 3300
330 North Wabash Avenue
Chicago, Illinois 606011
(312) 755-2535
February 29, 2000
VIA EDGAR SYSTEM
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: The Jefferson Fund Group Trust; File Nos. 33-88756 and 811-8958
Dear Ladies and Gentlemen:
On behalf of The Jefferson Fund Group Trust (the "Fund"), we are
transmitting for filing pursuant to Rules 472 and 485 under the Securities Act
of 1933, as amended, Post-Effective Amendment No. 7 to Form N-1A Registration
Statement, including exhibits, which has been marked to show changes in the
Registration Statement effected by Post-Effective Amendment No. 7.
The Fund has designated on the facing sheet of Post-Effective
Amendment No. 7 that such Post-Effective Amendment becomes effective on February
29, 2000, pursuant to Rule 485(b). As required by Rule 485(b)(4), the required
representations have been made by certification on the signature page to Post-
Effective Amendment No. 7. Pursuant to Rule 485(b)(4), the undersigned, counsel
for the Fund, represents that Post-Effective Amendment No. 7 to the Form N-1A
Registration Statement of the Fund does not contain disclosure which would
render it ineligible to become effective pursuant to Rule 485(b).
This filing is effected by direct transmittal through the EDGAR
System. Please call the undersigned at (312) 755-2535 should you have any
questions regarding this filing.
Very truly yours,
/s/ David T. Rusoff
David T. Rusoff
