As filed with the Securities and Exchange Commission
on September ___, 1996
Registration No. 33-89078
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
Registration Statement Under The Securities Act of 1933
/ / Pre-Effective Amendment No. ___ / / Post-Effective Amendment No. ___
THE VINTAGE FUNDS
(Exact Name of Registrant as Specified in Charter)
429 North Pennsylvania Street
Indianapolis, Indiana 46204
(Address of Principal Executive Offices)
1-800-862-7283
(Telephone Number)
TIMOTHY L. ASHBURN
Vintage Advisers, Inc.
429 North Pennsylvania Street
Indianapolis, Indiana 46204
(Name and Address of Agent for Service)
Copies to:
Donald S. Mendelsohn
Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, 441 Vine Street
Cincinnati, Ohio 45202
Approximate date of proposed public offering: As soon as practicable after
this Registration Statement becomes effective.
Rule 24f-2(a)(1) Declaration:
The shares of the beneficial interest of the Registrant that are the subject
of this filing on Form N-14 were previously registered under the Securities
Act of 1933 pursuant to Rule 24f-2 of the Investment Company Act of 1940 as
an indefinite number of shares of beneficial interest; accordingly, no filing
fee is due.
Registrant filed a Form 24F-2 on November 29, 1995 for its most recent fiscal
year ended September 30, 1995.
<PAGE>
Delaying Amendment Declaration:
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuing to
Section 8(a), may determine.
<PAGE>
Cross Reference Sheet
Pursuant to Rule 481(a) under the Securities Act of 1933
Proxy Statement/
Part A Form N-14 Item No. Prospectus Caption
Item 1. Beginning of Registration Cover Page
Statement and Outside Front
Cover Page of Prospectus
Item 2. Beginning and Outside Back Table of Contents
Cover Page of Prospectus
Item 3. Fee Table, Synopsis Information Synopsis; Comparison of
and Risk Factors Principal Risk Factors
Item 4. Information About The Transaction Synopsis; The Proposed
Transaction; General
Information
Item 5. Information About The Additional Information
Registrant* about The Vintage Funds
Fiduciary Value Fund;
Miscellaneous
Item 6. Information About the Company Miscellaneous
Being Acquired
Item 7. Voting Information Voting Information; The
Proposed Transaction
Item 8. Interest of Certain Persons Not Applicable
and Experts
Item 9. Additional Information Not Applicable
Required for Reoffering by
Persons Deemed to be Underwriters
* The Registrant has not commenced operations and, therefore, the information
required by Item 5A of Form N1-A is not applicable.
Statement of Additional
Part B Form N-14 Item No. Information Caption
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. Additional Information Introduction; Additional
About the Registrant Information about
Fiduciary Value Fund
Item 13. Additional Information About Not Applicable
the Company Being Acquired
Item 14. Financial Statements Financial Statements
Part C
Information required to be included in Part C is set forth under the
appropriate item in Part C of this Registration Statement.
<PAGE>
September 25, 1996
Dear Shareholder:
Enclosed is a Prospectus/Proxy Statement asking you to vote in favor of a
reorganization of The Laidlaw Covenant Fund.
In ____________, 1996, Laidlaw Holdings Asset Management, Inc., the
investment adviser of The Laidlaw Covenant Fund, informed the Board of
Trustees of the Fund that it no longer wished to manage the Fund. The
Trustees considered the options available to the Laidlaw Covenant Fund and
determined the reorganization of the Fund into Fiduciary Value Fund to be in
your best interest as shareholder.
Fiduciary Value Fund, a series of The Vintage Funds, has an investment
objective substantially similar to The Laidlaw Covenant Fund. We encourage
you to read the Prospectus/Proxy Statement which provides additional details
about Fiduciary Value Fund and the reasons for the reorganization. After
reviewing the information carefully, the Board of Trustees of The Laidlaw
Covenant Fund unanimously recommends that you vote FOR the proposed
reorganization.
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
PLEASE TAKE A FEW MINUTES TO REVIEW THIS MATERIAL, CAST YOUR VOTE ON THE
ENCLOSED PROXY CARD AND RETURN THE PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. YOUR PROMPT RESPONSE IS NEEDED TO AVOID COSTLY FOLLOW-UP MAILINGS.
Thank you very much for your assistance.
Sincerely,
____________________________
Chairman
The Laidlaw Covenant Fund
<PAGE>
THE LAIDLAW COVENANT FUND
100 Park Avenue
New York, NY 10017
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON _____________, 1996
To the shareholders of The Laidlaw Covenant Fund:
A special meeting of shareholders of The Laidlaw Covenant Fund will be
held at ________________________________, on December ____, 1996 at _______
a.m., to consider and vote on the following matters, all as described in the
accompanying Prospectus/Proxy Statement:
1. Approval or disapproval of an Agreement and Plan of Reorganization,
included as Exhibit A to the attached Proxy Statement, under which Fiduciary
Value Fund, a series of The Vintage Funds, would acquire the assets of The
Laidlaw Covenant Fund in exchange solely for shares of beneficial interest in
Fiduciary Value Fund and the assumption by Fiduciary Value Fund of The
Laidlaw Covenant Fund's liabilities, followed by the distribution of those
shares to the shareholders of The Laidlaw Covenant Fund and the termination of
that Fund.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Trustees unanimously recommends that the shareholders
approve the proposed Reorganization.
Shareholders of record of The Laidlaw Covenant Fund as of ______________
1996, are entitled to notice of and to vote at the meeting or any adjournment
thereof.
If you do not expect to attend the meeting in person, please complete,
date, sign and mail the enclosed Proxy in the enclosed, postage paid envelope
provided for that purpose.
By Order of the Board of Trustees
_____________________________________
________________________, Secretary
New York, New York
_____________________, 1996
YOUR VOTE IS IMPORTANT
TO ENSURE A QUORUM, PLEASE COMPLETE AND RETURN THE PROXY IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. IF YOU ATTEND THE
MEETING, YOUR PROXY WILL BE RETURNED TO YOU
UPON REQUEST TO THE SECRETARY OF THE MEETING.
<PAGE>
PROSPECTUS/PROXY STATEMENT
DECEMBER ___, 1996
FIDUCIARY VALUE FUND THE LAIDLAW COVENANT FUND
(A Series of The Vintage Funds) 100 Park Avenue
P.O. Box 6110 New York, NY 10017
Indianapolis, IN 46206-6110 1-800-275-2683
This Prospectus/Proxy Statement ("Proxy Statement") is being furnished to
shareholders of The Laidlaw Covenant Fund ("Covenant Fund") in connection
with the solicitation of proxies by Covenant Fund's Board of Trustees for use
at a Special Meeting of Shareholders of Covenant Fund to be held on December
_________, 1996, at ________a.m., and at any adjournment thereof ("Meeting").
As more fully described in this Proxy Statement, the purpose of the
Meeting is to ask shareholders to consider and approve a proposed
reorganization (the "Reorganization"). Under the Reorganization, Fiduciary
Value Fund ("Value Fund"), a series of The Vintage Funds ("Vintage Funds")
would acquire all of the assets and liabilities of Covenant Fund in exchange
solely for shares of Value Fund. Those Value Fund shares then would be
distributed to the shareholders of Covenant Fund, so that each shareholder of
Covenant Fund would receive a number of full and fractional shares of Value
Fund having an aggregate net asset value that, on the effective date of the
Reorganization, is equal to the aggregate net asset value of the
shareholder's shares in Covenant Fund. Following the distribution, Covenant
Fund will be terminated.
This Proxy Statement also serves as a Prospectus of Vintage Funds under
the Securities Act of 1933, as amended, for the issuance of shares of Value
Fund to the current Covenant Fund shareholders upon completion of the
Reorganization. Value Fund is a diversified, open-end management investment
company with an investment objective that is substantially similar to that of
Covenant Fund. The investment objective of Value Fund is growth of capital,
current income and growth of income. There can be no assurance that Value
Fund will achieve its investment objective. This Proxy Statement, which
should be retained for future reference, sets forth concisely the information
about the Reorganization and Value Fund that a shareholder should know before
voting or investing in the Value Fund and should be retained for future
reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS/PROXY STATEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Proxy Statement is accompanied by the Prospectus of Value Fund,
dated January 29, 1996, which is incorporated (excluding the Financial
Highlights section) by this reference into this Proxy Statement. A Statement
of Additional Information dated ________________, 1996 relating to the
Reorganization, and including historical financial statements, has been filed
with the Securities and Exchange Commission ("SEC"), and is incorporated
herein by this reference. The Prospectus and Statement of Additional
Information for Covenant Fund, dated April 29, 1996, have been filed with the
SEC and also are incorporated herein by this reference. Copies of these
documents, as well as Covenant Fund's Annual Report to Shareholders for the
fiscal year ended December 31, 1995, may be obtained without charge, and
further inquiries may be made, by writing Unified Adviser's Inc., transfer
agent, at its principal executive offices or by calling Linda Lawson at
1-800-862-7283, extension 8525.
<PAGE>
TABLE OF CONTENTS
VOTING INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SYNOPSIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Proposed Reorganization. . . . . . . . . . . . . . . . . . . 2
Comparative Fee Table . . . . . . . . . . . . . . . . . . . . . 3
Shareholder Transaction Expenses . . . . . . . . . . . . . . . . 5
Annual Fund Operating Expenses . . . . . . . . . . . . . . . . . 5
Example of Effect on Fund Expenses . . . . . . . . . . . . . . . 6
Forms of Organization . . . . . . . . . . . . . . . . . . . . . 7
Investment Objectives and Policies . . . . . . . . . . . . . . . 7
Operations of Value Fund Following the Reorganization . . . . . 8
Purchases, Exchanges and Redemptions . . . . . . . . . . . . . . 9
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Federal Income Tax Consequences of the Reorganization . . . . . 10
COMPARISON OF PRINCIPAL RISK FACTORS . . . . . . . . . . . . . . . . . . . 10
Fixed Income . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Foreign Securities . . . . . . . . . . . . . . . . . . . . . . . 11
Hedging Strategies . . . . . . . . . . . . . . . . . . . . . . . 11
Mutual Funds . . . . . . . . . . . . . . . . . . . . . . . . . . 12
THE PROPOSED TRANSACTION . . . . . . . . . . . . . . . . . . . . . . . . . 13
Reorganization Plan. . . . . . . . . . . . . . . . . . . . . . . 13
Reasons for Reorganization . . . . . . . . . . . . . . . . . . . 15
Description of Securities to be Issued . . . . . . . . . . . . . 16
Federal Income Tax Considerations Applicable to Each Transaction 16
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . 18
ADDITIONAL INFORMATION ABOUT
THE VINTAGE FUNDS FIDUCIARY VALUE FUND . . . . . . . . . . . . . . . . . . 19
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Available Information. . . . . . . . . . . . . . . . . . . . . . 20
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
<PAGE>
VOTING INFORMATION
This Prospectus/Proxy Statement ("Proxy Statement") is being furnished to
shareholders of The Laidlaw Covenant Fund ("Covenant Fund") in connection
with the solicitation of proxies by Covenant Fund's Board of Trustees for use
at a Special Meeting of Shareholders to be held on December ___, 1996, and at
any adjournment thereof ("Meeting"). This Proxy Statement will first be
mailed to shareholders on or about ______________________, 1996.
A majority of shares of Covenant Fund outstanding on ________________,
1996, represented in person or by proxy, must be present for the transaction
of business at the Meeting. If a quorum is not present at the Meeting or a
quorum is present but sufficient votes to approve the proposal are not
received, the persons named as proxies may propose one or more adjournments
of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares
voted at the Meeting in person or by proxy. The persons named as proxies will
vote those proxies that they are entitled to vote FOR the proposal in favor
of such an adjournment and will vote those proxies required to be voted
AGAINST the proposal against such adjournment. A shareholder vote may be
taken on the proposals in this Proxy Statement prior to any such adjournment
if sufficient votes have been received and it is otherwise appropriate.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners
or other persons entitled to vote and for which the broker does not have
discretionary voting authority. Abstentions and broker non-votes will be
counted as shares present for purposes of determining whether a quorum is
present but will not be voted for or against the adjournment or for purposes
of determining whether sufficient votes have been received to approve the
proposal. Accordingly, abstentions and broker non-votes effectively will be a
vote against adjournment or against the proposal where the required vote is a
percentage of the shares present or outstanding. Abstentions and broker non-
votes will not be counted, however, as votes cast for purposes of determining
whether sufficient votes have been received to approve the proposal.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your direction as indicated thereon if your proxy card is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you sign, date and return the proxy card, but give no
voting instructions, your shares will be voted in favor of approval of the
Agreement and Plan of Reorganization, dated as of August 21, 1996 (the
"Reorganization Plan"). A form of the Reorganization Plan is attached to this
Proxy Statement as Appendix A. Under the Reorganization Plan, Fiduciary Value
Fund ("Value Fund"), a series of The Vintage Funds ("Vintage Funds") would
acquire the assets of Covenant Fund in exchange soley for shares of beneficial
interest in Value Fund and the assumption by Value Fund of Covenant Fund's
liabilities; those Value Fund shares then would be distributed to Covenant
Fund's shareholders. After completion of the Reorganization, Covenant Fund
will be terminated.
In addition, if you sign, date and return the proxy card, but give no
voting instructions, the duly appointed proxies may vote your shares, in their
discretion, upon such other matters as may come before the Meeting. The proxy
card may be revoked by giving another proxy or by letter or telegram revoking
the initial proxy. To be effective, such revocation must be received by
Covenant Fund prior to the Meeting and must indicate your name and account
number. In addition, if you attend the Meeting in person, you may, if you
wish, vote by ballot at the Meeting, thereby canceling any proxy previously
given.
Approval of the Reorganization Plan requires the affirmative vote of [a
majority of the outstanding shares of Covenant Fund]. Each outstanding full
share of Covenant Fund is entitled to one vote, and each outstanding
fractional share thereof is entitled to a proportionate fractional share of
one vote. As of [ ], 1996 "(Record Date"), Covenant Fund had
[ ] shares of beneficial interest outstanding. The solicitation of
proxies, the cost of which will be borne by Laidlaw Holdings Asset Management,
Inc. ("Laidlaw"), Covenant Fund's adviser, will be made primarily by mail but
also may include telephone or oral communications by representatives of
Unified Adviser's, Inc., Value Fund and Covenant Fund's transfer agent, and an
affiliate of the Adviser. The transfer agent will not be compensated for the
solicitation activities. Management does not know of any single shareholder
or "group" (as that term is used in Section 13(d) of the Securities Exchange
Act of 1934) who owned beneficially 5% or more of the shares of Covenant Fund
as of the Record Date. Trustees and officers of Covenant Fund own in the
aggregate less than 1% of the shares of their respective funds.
[As of the Record Date, Value Fund had ______ shares of beneficial
interest outstanding. As of the Record Date, the following persons owned
beneficially 5% or more of the shares of Value Fund: _______________________.
Trustees and officers of Value Fund own in the aggregate _______% of the
shares of Value Fund.
SYNOPSIS
The following is a summary of certain information contained elsewhere in
this Proxy Statement, the Prospectus of Covenant Fund and Value Fund, which
are incorporated herein by reference, and the Reorganization Plan and is
qualified by reference to the more complete information contained in the
Proxy Statement and Prospectus and Reorganization Plan. Shareholders should
read this Proxy Statement and the Prospectus of Value Fund carefully. As
discussed more fully below, Covenant Fund's Board of Trustees believes that
the Reorganization will benefit Covenant Fund's shareholders. Covenant Fund
and Value Fund have substantially similar investment objectives, although
their investment policies differ in some respects.
The Proposed Reorganization
The Board of Trustees of Covenant Fund considered and gave preliminary
approval of, the Reorganization Plan at a meeting held on August 19, 1996.
The Reorganization Plan was given final approval by the Board of Trustees of
Covenant Fund at a meeting held on September 3, 1996. For the reasons set
forth below under "The Proposed Transaction -- Reasons for the
Reorganization," the Board of Trustees of Covenant Fund, including its
trustees who are not "interested persons," as that term is defined in the
Investment Company Act of 1940 ("1940 Act") ("Independent Trustees"), has
determined that the Reorganization is in the best interests of Covenant Fund,
that the terms of the Reorganization are fair and reasonable and that the
interests of Covenant Fund's shareholders will not be diluted as a result of
the Reorganization. Accordingly, the Board of Trustees of Covenant Fund
approved the Reorganization Plan and recommends approval of the transaction
to the shareholders.
The Reorganization Plan provides for the acquisition of the assets of
Covenant Fund by Value Fund, in exchange solely for shares of beneficial
interest of Value Fund and the assumption by Value Fund of the liabilities of
Covenant Fund. Covenant Fund will then distribute those shares to its
shareholders, so that each Covenant Fund shareholder will receive the number
of full and fractional shares that equals in value such shareholder's
holdings in Covenant Fund as of the Closing Date (defined below). Covenant
Fund then will be terminated as soon as practicable thereafter.
Following the Reorganization, the investment policies of the Value Fund
will be modified to include the socially responsible investment policy
currently followed by Covenant Fund, and Fiduciary Counsel, Value Fund's sub-
adviser, will retain Laidlaw as a consultant. Laidlaw's duties will include
the preparation of a recommended list of socially conscious companies,
investment in which would be consistent with the socially responsible
investment policy adopted by the Value Fund. Laidlaw will not provide
investment advisory services to the Value Fund.
The exchange of Covenant Fund's assets for Value Fund shares and Covenant
Fund's assumption of its liabilities will occur as of [12:00 noon], on
December ____, 1996 or such later date as the conditions to the closing are
satisfied ("Closing Date").
Comparative Fee Table
Certain fees and expenses that Covenant Fund shareholders pay, directly
or indirectly, are different from those incurred by Value Fund shareholders.
It is anticipated that, following the Reorganization, the former shareholders
of Covenant Fund will, as shareholders of Value Fund, be subject to lower
expenses as a percentage of net assets than those experienced by Covenant
Fund.
Vintage Advisers, Inc. (the "Adviser"), the investment adviser of Value
Fund, is entitled to receive a management fee from Value Fund at an annual
rate of 0.75% of Value Fund's average daily net assets. The Adviser has
entered into a sub-advisory agreement with Fiduciary Counsel, Inc. ("Sub-
Adviser") to manage the investment portfolio of Value Fund. The Adviser pays
the Sub-Adviser an annual fee for its services. This fee is paid directly by
the Adviser from its own assets and is not an expense of Value Fund. The sub-
advisory fee is equal to 0.35% of Value Fund net assets up to $250 million;
0.30% of the next $250 million of net assets; and 0.25% of net assets in
excess of $500 million.
Value Fund is authorized to pay a 12b-1 fee to its distributor at an
annual rate of 0.10% of its average daily net assets. Unified Management
Corporation, an affiliate of the Adviser, is Value Fund's distributor. The
amounts payable to the distributor during any year may be more or less than
actual expenses incurred by the distributor during such year because the
12b-1 fee is a compensation type plan, not based on actual expenses.
Other expenses of the Value Fund include fees incurred under an
administration agreement and shareholder services plan. Unified Advisers,
Inc., Vintage Fund's administrator, provides certain administrative personnel
and services (including administration, transfer agency and fund accounting
services) necessary to operate Value Fund. For its services, the
administrator receives an annual fee equal to 0.435% of the Fund's average
daily net assets, payable monthly, from Value Fund. Under the shareholder
services plan, financial institutions, including brokers, may enter into
shareholder service agreements with Vintage Funds to provide administrative
support services to their clients or customers who from time to time may be
owners of record or beneficial owners of the shares of Value Fund. In return
for providing these support services, a financial institution may receive
payments from the Fund at a rate not exceeding 0.15% of the average daily net
assets of the shares beneficially owned by the financial institution's clients
or customers for whom it is holder of record or with whom it has a servicing
relationship.
The Adviser has voluntarily agreed to waive its management fee to the
extent necessary to cause Vintage Fund's other expenses (not including the
12b-1 fee and the shareholder service fees) to be 0.50% of its average daily
net assets, resulting in total expenses of 1.50% of its daily net assets.
Although the Adviser has no current intention to abandon this voluntary
arrangement, the Adviser may terminate the arrangement at any time at its
sole discretion.
Laidlaw, the investment adviser of Covenant Fund, is entitled to receive
a management fee from Covenant Fund at an annual rate of 1.00% of Covenant
Fund's average daily net assets. Covenant Fund has no sub-adviser.
Covenant Fund is authorized to pay a 12b-1 fee at the annual rate of up
to 0.35% of Covenant Fund's average daily net assets. Of this, 0.10% is
retained by Laidlaw Equities, Inc., Covenant Fund's distributor, and the
remainder may be used to reimburse the distributor for expenses incurred
pursuant to the 12b-1 plan. Laidlaw has undertaken to reimburse Covenant
Fund for other expenses and waive its management fee to the extent necessary
to cause Covenant Fund's total expenses not to exceed 2.50% of its daily net
assets.
The Value Fund charges no front end or deferred sales charge. Covenant
Fund charges a front end sales load of up to 4.5% of the offering price per
share.
Following the Reorganization, the management fee for the combined fund is
expected to be 0.75% of the average daily net assets, and the total operating
expenses of the combined fund, including the 12b-1 fee and the shareholder
service fees, is expected to be 1.50%. There is no assurance that the
Adviser will continue to waive its management fee to the extent necessary to
cause Value Fund's other expenses to remain at 0.50% of its daily net assets,
however, it is expected that the combined fund will be of such a size that
efficiencies realized through economies of scale will substantially offset any
increase in total operating expenses attributable to the termination of the
voluntary fee waiver.
The following tables show (1) transaction expenses currently incurred by
shareholders of each Fund and transaction expenses that each shareholder will
incur after giving effect to the Reorganization, and (2) the current fees and
expenses incurred for the fiscal year ended December 31, 1995 by Covenant
Fund and for the fiscal year ended September 30, 1996 by Value Fund, and
pro forma fees for Value Fund after giving effect to the Reorganization.
<TABLE>
Shareholder Transaction Expenses
<CAPTION>
Covenant Value Combined
Fund Fund Fund
<S> <C> <C> <C>
Sales charge on purchases 4.50% None None
of shares
Sales charge on reinvested None None None
dividends
Redemption fee or deferred None None None
sales charge
Annual Fund Operating Expenses
(as a percentage of average net assets)
<CAPTION>
Covenant Value Combined
Fund Fund Fund
<S> <C> <C> <C>
Management Fees 0.00%* 0.75%** 0.75%
12b-1 Fees 0.35% 0.10% 0.10%
Shareholder Service Fee 0.00% 0.15% 0.15%
Other Expenses 2.15%* 0.50%** 0.50%
Total Fund Operating 2.50%* 1.50%** 1.50%
Expenses
<FN>
* Annual Fund Operating Expenses are based on Covenant Fund's actual
expense incurred during the fiscal year ended December 31, 1995.
Laidlaw has undertaken to reimburse Other Expenses and to waive its
management fee to the extent necessary to ensure that Total Fund
Operating Expenses do not exceed 2.50% of Covenant Fund's average
daily net assets. Absent this reimbursement and fee waiver
arrangement, the Management Fee would have been 1.00%, Other
Expenses would have been 3.22%, and Total Fund Operating
Expenses would have been 4.57% of the Fund's average daily net
assets.
** Annual Fund Operating Expenses are based on Value Fund's actual
expenses incurred during the fiscal year ended September 30, 1996.
The Adviser reimbursed expenses and waived its management fee to
the extent necessary to cause the Management Fees and other
Expenses of Value Fund to be as indicated. Absent this voluntary
reimbursement and fee waiver arrangement, the Management Fees would
have been 0.75%, other expenses would have been __________________
and Total Fund Operating Expenses would have been _________% of the
Fund's average daily net assets. In this regard, shareholders
should understand that the investors in Value Fund consist
exclusively of affiliated persons of the Fund and that shares have
not been sold generally to the public. The Fund was maintained by
Vintage Funds only for future business opportunities, and net asset
value never exceeded $ ______. Therefore, while actual expenses of
the Fund were less than $________, this represented a significant
percentage of Value Fund's net assets.
</FN>
Example of Effect on Fund Expenses
The following illustrates the expenses on a $1,000 investment under the
fees and the expenses stated above.
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
<S> <C> <C> <C> <C>
Covenant Trust. . . . $69 $119 $172 $316
Value Fund . . . . . $15 $ 47 $ 82 $179
Combined Fund . . . . $ $ $ $
</TABLE>
This Example assumes that all dividends are reinvested and that the
percentage amounts listed under Annual Fund Operating Expenses remain the
same in the years shown and that the shares are redeemed at the end of each
time period shown. The above tables and the assumption in this Example of a
5% annual return are required by regulations of the Securities and Exchange
Commission ("SEC") applicable to all mutual funds; the assumed 5% annual
return is not a prediction of, and does not represent, either Fund's projected
or actual performance.
This Example should not be considered a representation of past or future
expenses, and each Fund's actual expenses may be more or less than those
shown. The actual expenses of each Fund will depend upon, among other
things, the level of its average net assets and the extent to which it incurs
variable expenses, such as transfer agency costs.
<PAGE>
Forms of Organization
Vintage Funds and Covenant Fund are both open-end management investment
companies organized as business trusts under the laws of the State of
Indiana. The Declaration of Trust of both trusts authorizes the issuance of
an unlimited number of shares of beneficial interest, no par value per share.
On September 30, 1996, Value Fund had net assets of __________________, but
technically it has not commenced operations because it has not begun
investing in accordance with its investment objective. Covenant Fund
commenced operations on March 3, 1992, and, as of September 30, 1996, had net
assets of _______ (unaudited). Neither trust is required to (and neither
does) hold annual shareholder meetings.
Investment Objectives and Policies
The investment objective and policies of each Fund are set forth below.
There can be no assurance that either Fund will achieve its investment
objective, and each Fund's net asset value fluctuates based upon changes in
the value of its portfolio securities.
Value Fund. The investment objective of the Value Fund is growth of
capital, current income and growth of income. Under normal circumstances, at
least 65% of the Fund's assets will consist of equity securities, including
common stocks, preferred stocks, convertible securities, warrants and rights
issued by corporations in any industry which may be denominated in U.S.
dollars or in foreign currencies. Value Fund may also invest to a lesser
extent in investment grade fixed income obligations, including unrated
securities judged by the Adviser to be of comparable quality. The Fund may
invest temporarily in money market instruments, including U.S. government
obligations, repurchase agreements and other short-term investments.
Following the Reorganization, Value Fund will implement a socially
responsible investment policy, similar to that described below under
"Covenant Fund." The Value Fund's planned implementation of a socially
responsible investment policy is described below under "Operations of Value
Fund Following the Reorganization."
The Fund may invest up to 25% of its total assets in foreign securities,
and the Fund may enter into foreign currency transactions to obtain the
necessary currencies to settle securities transactions as well as to protect
the Fund assets against adverse changes in foreign currency exchange rates or
exchange control regulations.
The Fund may invest up to 10% of its total assets in other mutual funds,
and may invest up to 5% of its total assets in any one mutual fund. The Fund
will invest only in other mutual funds that have an investment objective
similar to the Fund, or that otherwise are permitted investments under the
Fund's investment policies described in its Prospectus.
Covenant Fund. The investment objective of Covenant Fund is to provide
investors with long-term capital growth and dividend or interest income.
Laidlaw, as the Fund's adviser, selects stocks from a universe of 200
securities chosen from the 1,000 largest U.S. corporations as to their
socially responsible behavior. This list of 200 securities is referred to as
the "Covenant 200." Responsibility encompasses such issues as customer,
community, employee, competitor, supplier and shareholder relations,
environmental and social issues. Once a corporation has been selected for
inclusion in the Covenant 200, purshases and sales by Covenant Fund are made
on the basis of traditional investment considerations by its adviser.
Under normal circumstances, at least 65% of the Fund's assets will
consist of common stocks, or securities convertible into or exchangeable for
common stocks, of issuers that meet Fund's investment criteria described
above. The Fund may invest in investment grade fixed income securities,
including unrated securities judged by Laidlaw to be of comparable quality.
If the Covenant 200 is expanded to include foreign issuers for temporary
defensive purposes, up to 25% of the value of the Fund's assets may be
invested in the securities of foreign issuers. If the Fund purchases
securities denominated in foreign currencies, the Fund may purchase and sell
currency futures contracts, and may engage in currency exchange transactions.
In periods of market weakness as determined by Laidlaw, for temporary
defensive purposes or in anticipation of otherwise investing cash positions,
Covenant Fund may invest its assets in money market instruments, such as U.S.
Government securities and other short-term-debt instruments, or short-term
investment grade corporate bonds, or by entering into repurchase agreements
with respect to such securities.
Other Policies of The Funds. Both Funds may purchase and write call and
put options on portfolio securities. Covenant Fund may also purchase and
write put and call options on stock indexes, engage in futures and options on
futures transactions, and may purchase and sell stock index futures contracts
and options on stock index futures contracts, and may purchase and sell call
and put options on foreign currency. Each Fund may lend securities from its
investment portfolio, provided such loans do not exceed one-third of the value
of the Fund's respective total assets. Both of the Funds may purchase
securities on a forward commitment basis.
Operations of Value Fund Following the Reorganization
Following the Reorganization, the name of the Value Fund will be changed
to ______________________. It is not expected that Value Fund will revise its
investment policies following the Reorganization to reflect those of Covenant
Fund, however, Value Fund will implement a socially responsible investment
policy. Laidlaw will be retained to provide Value Fund's sub-adviser with a
list of 200 socially conscious companies (the "List") for purposes of
possible investment on behalf of Value Fund. Laidlaw will update the list at
least quarterly to eliminate companies that no longer qualify as socially
conscious. For this purpose, socially conscious companies will be chosen by
Laidlaw from the 1,000 largest corporations on the basis of their responsible
behavior, after consideration of such issues as customer, community,
employee, competitor, supplier and shareholder relations, environmental and
social issues. While it is the sub-adviser's intention to select securities
for Value Fund from the List, it is not obligated to do so. Subject to the
supervision of the Adviser, the sub-adviser will provide all investment
advisory services to Value Fund. Laidlaw will not provide investment
advisory services to Value Fund.
Based on its review of the investment portfolios of each Fund, the
Adviser believes that all of the assets held by Covenant Fund will be
consistent with the investment policies of Value Fund and thus can be
transferred to and held by Value Fund if the Reorganization is approved.
With respect to the portfolio securities acquired by the Value Fund prior to
the Reorganization, it is anticipated that the securities that are
incompatible with the socially responsible investment policy will be sold.
After the Reorganization, the trustees and officers of Value Fund and its
investment adviser, sub-adviser, distributor and other outside agents will
continue to serve Value Fund in their current capacities. As described above,
Value Fund's sub-adviser will retain Laidlaw as a consultant to recommend a
list of socially conscious companies. For its consulting services, Laidlaw
will be paid a fee equal to an annual rate of 0.18% of the average daily net
assets of Value Fund. In addition, Laidlaw and/or its affiliates may receive
payments under Value Fund's 12-b1 Plan and/or Shareholder Services Plan to the
extent that Laidlaw or one of its affiliates serves as broker, or provides
support services to shareholders, respectively.
Purchases, Exchanges and Redemptions
The minimum initial investment in Value Fund is $1,000, generally, and
subsequent minimum investments are $100, generally. The minimum initial
investment in Covenant Fund is $500, generally, and subsequent minimum
investments are $100, generally. Shares of Value Fund are exchangeable for
shares of any other Vintage Funds mutual fund, without any additional charge.
Since Covenant Fund is the only series of the trust currently offered, shares
of Covenant Fund cannot be exchanged for shares of any other fund. The
redemption procedures for Covenant Fund and Value Fund are substantially
similar. It is not expected that Value Fund will revise its policy with
respect to purchases, exchanges and redemptions following the Reorganization.
If the Reorganization is approved, implementation of the Plan of
Reorganization will not interrupt or otherwise affect the sale of Covenant
Fund shares because, with the exception of shares purchased with reinvested
dividends, Covenant Fund stopped selling shares on May 10, 1996. Redemptions
of Covenant Fund's shares may be effected through the Closing Date.
Dividends
Value Fund and Covenant Fund each declare dividends out of its investment
company taxable income, which consists of net investment income and net short-
term capital gains. Value Fund declares and pays dividends on a quarterly
basis, and distributes any net realized long-term gains at least every twelve
months. Covenant Fund declares and pays dividends annually, and distributes
any net capital gains at least annually.
On or before the Closing Date, Covenant Fund will declare as a dividend
all of its taxable net investment income and net capital gain, if any, and
distribute that amount in order to continue to maintain its tax status as a
regulated investment company. Covenant Fund will pay these distributions in
shares or cash, as provided in its current registration statement.
Federal Income Tax Consequences of the Reorganization
Value Fund and Covenant Fund have received an opinion of Brown, Cummins &
Brown Co., L.P.A., Vintage Fund's counsel, to the effect that the
Reorganization will constitute a tax-free reorganization within the meaning
of section 368(a)(1) of the Internal Revenue Code of 1986, as amended
("Code"). Accordingly, no gain or loss will be recognized to either Fund or
its shareholders as a result of the Reorganization. See "The Proposed
Transaction -- Federal Income Tax Considerations," page ___.
COMPARISON OF PRINCIPAL RISK FACTORS
Because Value Fund's investment objective and policies are similar to
those of Covenant Fund, the investment risks of the Funds are similar. These
risks are those typically associated with investing in equity securities:
market risk and financial risk. Market risk is the risk associated with the
movement of the stock market in general. Financial risk is associated with
the financial conditions and profitability of the underlying company. Other
risks, and certain differences between the Funds, are identified below. See
the Prospectus of Value Fund, which accompanies this Proxy Statement, for a
more detailed discussion of the investment risks of that Fund. There can be
no assurance that the Funds will achieve their investment objectives.
Fixed Income. In periods of declining interest rates, the market value
of fixed income securities will rise, and in periods of rising interest rates
the opposite will be true. Also, when interest rates are falling, net cash
inflows from the continuous sale of a Fund's shares are likely to be invested
in portfolio instruments producing lower yields than the balance of that
Fund's portfolio, thereby reducing its yield. In periods of rising interest
rates, the opposite can be true. Each Fund may invest in obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities. In
the case of obligations not backed by the full faith and credit of the United
States, a Fund must look principally to the agency or instrumentality issuing
or guaranteeing the obligation for ultimate repayment and may not be able to
assert a claim against the United States itself in the event the agency or
instrumentality does not meet its commitment.
Each Fund is also permitted to invest in debt securities that are rated
investment grade (BBB or better by S&P or Baa or better by Moody's). Moody's
considers securities rated Baa to have speculative characteristics. Changes
in economic conditions or other circumstances are more likely to lead to a
weakened capacity for such securities to make principal and interest payments
than is the case for higher-rated securities.
Foreign Securities. Both Funds may invest in foreign securities.
Investing in foreign securities involves special risks, which include
possible adverse political and economic developments abroad, differing
regulatory systems and differing characteristics of foreign economies and
markets, as well as the fact that there is often less information publicly
available about foreign issuers.
Both Covenant Fund and Value Fund may invest in foreign securities
denominated in currencies other than the U.S. dollar. Changes in foreign
currency exchange rates thus may affect net asset values, the value of
dividends and interest earned, gains and losses realized on the sale of
securities and net investment income and capital gains, if any, to be
distributed to shareholders by these Funds. If the value of a foreign
currency rises against the U.S. dollar, the value of Fund assets denominated
in that currency will increase; correspondingly, if the value of a foreign
currency declines against the U.S. dollar, the value of Fund assets
denominated in that currency will decrease. The exchange rates between the
U.S. dollar and other currencies are determined by supply and demand in the
currency exchange markets, international balances of payments, speculation
and other economic and political conditions. In addition, some foreign
currency values may be volatile and there is the possibility of governmental
controls on currency exchange or governmental intervention in currency
markets.
Unlike Value Fund, which may at any time invest up to 25% of its net
assets in foreign issuers, Covenant Fund may invest up to 25% of its assets in
foreign issuers, but only if foreign issuers have been added to the Covenant
200 for defensive purposes. Because Covenant Fund's investment in foreign
issuers may be more limited, the risk associated with foreign securities may
be more significant for Value Fund.
Hedging Strategies. Both Funds may purchase and write options on
portfolio securities. There can be no assurance, however, that any strategy
utilizing these instruments will succeed. If Laidlaw or the Adviser
incorrectly forecasts interest rates, market values or other economic factors
utilizing a strategy for a Fund, the Fund might have been in a better
position had the Fund not hedged at all. The use of these instruments
involve certain special risks, including (1) the fact that skills needed to
use hedging instruments are different from those needed to select the Funds'
securities, (2) possible imperfect correlation, or even no correlation,
between price movements of hedging instruments and price movements of the
investments being hedged, (3) the fact that, while hedging strategies can
reduce the risk of loss, they can also reduce the opportunity for gain, or
even result in losses, by offsetting favorable price movements in hedged
investments, and (4) the possible inability of a Fund to purchase or sell a
portfolio security at a time that otherwise would be favorable for it to do
so, or a possible need for a Fund to sell a portfolio security at a
disadvantageous time, due to the need for the Fund to maintain "cover" or to
segregate securities in connection with hedging transactions and the possible
inability of a Fund to close out or to liquidate its hedged position.
In addition to the options on portfolio securities, Covenant fund may
utilize other strategies that subject Covenant Fund to the above-described
risks, and additional risks associated with these other strategies. Covenant
Fund may purchase and write options on stock indexes. Because the value of
an index option depends upon movement in the level of the index, rather than
the price of a particular stock, whether the Fund will realize a gain or loss
from the purchase or writing of options on an index depends upon movements in
the level of stock prices in the stock market generally or, in the case of
certain indexes, in an industry or market segment, rather than movements in
the price of a particular stock. Predicting corectly movements in the
direction of the stock market generally or of a particular industry requires
different skills and techniques than predicting changes in the price of
individual stocks.
To the extent permitted by applicable regulations, Covenant Fund may
engage in futures and options on futures transactions. Although Covenant fund
intends to purchase or sell futures contracts only if there is an active
market for such contracts, no assurance can be given that a liquid market will
exist for a particular contract at any particular time. Many futures
exchanges and boards of trade limit the amount of fluctuation permitted in
futures contract prices during a single trading day. If the Fund does not
close its futures positions during periods of adverse price movements, it
will be required to make daily cash payments of variation margin. Successful
use of futures by the Fund also is subject to the adviser's ability to predict
correct movements in the direction of the market or interest rates.
Covenant Fund may also purchase and sell stock index futures contracts
and options on stock index futures. In addition to the possibility that there
may be an imperfect correlation, or no correlation at all, between movements
in the stock index future and the portion of the portfolio being hedged, the
price of stock index futures may not correlate perfectly with the movement in
the stock index because of certain market distortions. First, all
participants in the futures market are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting
transactions which would distort the normal relationship between index and
futures markets. Secondly, from the point of view of speculators, the
deposit requirements in the futures market are less onerous than margin
requirements in the securities market. Therefore, increased participation by
speculators in the futures market also may cause temporary price distortions.
Because of the possibility of price distortions in the futures market and the
imperfect correlation between movement in the stock index and movement in the
price of stock index futures, a correct forecast of general market trends by
the adviser still may not result in a successful hedging transaction.
Mutual Funds. Value Fund may invest up to 10% of its total assets in
mutual funds. The Adviser believes that investing in other mutual funds
provides the Fund with opportunities to achieve greater diversification of
portfolio securities and investment techniques than the Fund could achieve by
investing in individual securities. Mutual funds purchased by the Fund
likely will have certain investment policies, and use certain investment
practices, that are different from those of the Fund. These other policies
and practices may subject the Fund's assets to varying or greater degrees of
risk. The Fund is independent from any of the other mutual funds in which it
invests and has little voice in or control over the investment practices,
policies or decisions of those funds. If the Fund disagrees with those
practices, policies or decisions, it may have no choice other than to
liquidate its investment in that fund, which can entail further losses.
However, a mutual fund is not required to redeem any of its shares owned by
another mutual fund in an amount exceeding 1% of the underlying fund's shares
during any period of less than 30 days. As a result, to the extent that the
Fund owns more than 1% of another mutual fund's shares, the Fund may not be
able to liquidate those shares in the event of adverse market conditions or
other considerations. To the extent that the Fund invests in other mutual
funds, the Fund will indirectly bear its proportionate share of any fees and
expenses paid by such funds in addition to the fees and expenses payable
directly by the Fund. The Fund limits its investment in any one mutual fund
to not more than 5% of its total assets.
THE PROPOSED TRANSACTION
Reorganization Plan
Significant provisions of the Reorganization Plan are summarized below;
however, this summary is qualified in its entirety by reference to the
Reorganization Plan, the form of which is attached as Appendix A to this
Proxy Statement.
The Reorganization Plan contemplates (a) the acquisition by Value Fund on
the Closing Date of the assets of Covenant Fund in exchange solely for Value
Fund shares and the assumption by Value Fund of Covenant Fund's liabilities,
and (b) the distribution of such shares to the shareholders of Covenant Fund.
The assets of Covenant Fund to be acquired by Value Fund include all
cash, cash equivalents, securities and dividends and interest, receivable
owned by Covenant Fund, and any deferred or prepaid expenses shown as an
asset on Covenant Fund's books on the Closing Date. Value Fund will assume
from Covenant Fund all stated liabilities, expenses, costs, charges and
reserves reflected on the unaudited Statement of Assets and Liabilities of
Covenant Fund; provided, however, that Covenant Fund will use its best
efforts, to the extent practicable, to discharge all such liabilities, prior
to the Closing Date. Value Fund also will deliver its shares to Covenant
Fund, which then will be distributed to Covenant Fund's shareholders.
The value of Covenant Fund's assets to be acquired, and the amount of
Value Fund and the net asset value of a share of Value Fund, will be
determined as of 4:00 p.m. on the Closing Date. All assets and liabilities
will be valued at fair value as determined in good faith by or under the
direction of each Fund's respective Board of Trustees.
On, or as soon as practicable after, the Closing Date, Covenant Fund will
distribute pro rata to their shareholders of record the shares of Value Fund
they received, so that each shareholder will receive a number of full and
fractional shares of Value Fund equal in value to the shareholder's holdings
in Covenant Fund; Covenant Fund will be terminated as soon as practicable
thereafter. Each such distribution will be accomplished by opening accounts
on the books of Value Fund in the names of Covenant Fund shareholders and by
transferring thereto the shares previouly credited to the account of Covenant
Fund on those books.
Accordingly, immediately after the Reorganization, each former
shareholder of Covenant Fund will own shares of Value Fund that will be equal
in value to that shareholder's shares of Covenant Fund immediately prior to
the Reorganization. Moreover, because shares of Value Fund will be issued at
net asset value in exchange for the net assets of Covenant Fund, the aggregate
net asset value of Value Fund shares so issued will equal to the aggregate
net asset value of Covenant Fund shares. The net asset value per share of
Value Fund will be unchanged by the transaction. Thus, the Reorganization
will not result in a dilution of any shareholder's interest.
As described more fully in the section of this Proxy Statement titled
following the Reorganization, Value Fund will adopt a socially responsible
investment policy, and Value Fund's sub-adviser will retain Laidlaw as a
consultant to provide the sub-adviser with a recommended list of socially
conscious companies. The name of the Value Fund will be changed to
___________________.
Any transfer taxes payable upon issuance of shares of Value Fund in a
name other than that of the registered holder of the shares on the books of
Covenant Fund shall be paid by the person to whom such shares are to be
issued as a condition of such transfer. Any reporting responsibility of
Covenant Fund will continue to be its responsibility up to and including the
Closing Date and such later date on which it is terminated.
Adviser will bear all expenses incurred by Value Fund in connection with
the Reorganization, including legal, accounting and federal and state
registration fees and expenses. Laidlaw shall bear all expenses of Covenant
Fund incurred in connection with the Reorganization, including legal and
accounting fees, printing, filing and proxy solicitation expenses and asset
transfer taxes (if any) incurred in connection with the consummation of the
transactions contemplated herein. Notwithstanding the foregoing, any legal
fees and expenses of Brown, Cummins & Brown Co., L.P.A. related to the
preparation and filing of the Registration Statement on Form N-14 shall be
borne by Laidlaw up to an amount of $25,000 and Adviser shall bear any such
fees and expenses that exceed $25,000.
The consummation of the Reorganization is subject to a number of
conditions set forth in the Reorganization Plan, some of which may be waived
by each Fund. In addition, the Reorganization Plan may be amended in any
mutually agreeable manner, except that no amendment may be made subsequent to
the Meeting that has a material adverse effect on the shareholders' interests.
Reasons for Reorganization
The Board of Trustees of Covenant Fund, including a majority of its
Independent Trustees, has determined that the Reorganization is in the best
interests of Covenant Fund and its shareholders, and that the terms of the
Reorganization are fair and reasonable. In considering the Reorganization,
Board of Trustees of the Covenant Fund made an extensive inquiry into a
number of factors, including the following:
(1) the nature and quality of the advisory services to be rendered by
the Adviser and Sub-Adviser;
(2) the experience and qualifications of the personnel providing such
services;
(3) the proposed fee structures, the existence of any fee waivers, and
Value Fund's anticipated expense ratios in relation to those of
Covenant Fund;
(4) the fees charged by the Adviser;
(5) possible economies of scale arising from Value Fund's anticipated
growth;
(6) other possible benefits to the Adviser and its affiliates arising from
its relationships with Value Fund;
(7) possible alternatives to the Reorganization, including continuing to
operate on a stand-alone basis or liquidation.
The Reorganization was recommended by Laidlaw to the Board of Trustees of
Covenant Fund at meetings held on August 19, 1996 and September 3, 1996.
Laidlaw had advised the Board of Trustees of Covenant Fund that Laidlaw no
longer wished to continue financing and managing Covenant Fund. In
recommending the Reorganization, Laidlaw advised the Board of Trustees that
the alternatives were either to liquidate the Covenant Fund (which would
result in taxable gain for most shareholders and would involve legal and
administrative expenses to the Fund) or to seek a reorganization with another
fund (which could be structured as a tax-free transaction). The Board of
Trustees of the Covenant Fund concluded that the Reorganization was in the
best interests of Covenant Fund and its shareholders because (1) the
Reorganization will be tax free to shareholders; (2) the expenses of Value
Fund are less than Covenant Fund's current expenses; (3) while Covenant Fund
currently charges a sales load, Value Fund is a no-load fund; (4) Vintage
Funds offers a money market series into which shareholders could exchange
their shares; and (5) Vintage Funds offers the V.O.I.C.E.sm Program (Vision
for Ongoing Investment in Charity and Education) to investors. (See the
Vintage Fund's Prospectus for a description of the V.O.I.C.E.sm Program.)
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS
OF COVENANT FUND VOTE "FOR" THE REORGANIZATION
Description of Securities to be Issued
Vintage Funds was organized on February 1, 1995 as an Indiana business
trust. Vintage Funds' Declaration of Trust permits the trust to offer and
sell an unlimited number of full and fractional shares of beneficial interest
in each authorized mutual fund. Value Fund is one of eight mutual funds
currently offered by Vintage Funds. Each Vintage Funds mutual fund issues
its own class of shares of beneficial interest. The shares of each Vintage
Funds mutual fund represent an interest only in that fund's assets (and
shares of income) and in the event of liquidation, each share of a particular
fund would have the same rights to distributions and assets as every other
share of that fund. Shares have no preemptive or conversion rights, nor do
they have cumulative voting rights. Each full or fractional share of each
Vintage Funds mutual fund has a proportionate vote on each matter submitted
to shareholders of that fund. All shares of each Vintage Funds mutual fund
have equal voting rights except that in matters affecting only a particular
fund only shares of that fund are entitled to vote.
Under Indiana law, Vintage Funds is not required to hold annual meetings
of shareholders, and will not hold annual meetings except for extraordinary
items requiring shareholder approval under the Investment Company Act of 1940.
Trustees may be removed by the Board of Trustees or by the shareholders at a
special meeting. A special meeting of shareholders shall be called by the
Board of Trustees upon the request of shareholders owning at least 10% of the
outstanding shares of all funds entitled to vote. Covenant Fund and Vintage
Funds are both Indiana business trusts and, therefore, there are no
significant differences in shareholder rights.
Federal Income Tax Considerations Applicable to Each Transaction
The exchange of Covenant Fund's assets for shares of Value Fund and Value
Fund's assumption of Covenant Fund's liabilities is intended to qualify for
federal income tax purposes as a tax-free reorganization under Section
368(a)(1)(D) of the Code. With respect to the Reorganization, Value Fund and
Covenant Fund have received an opinion of Brown, Cummins & Brown Co., L.P.A.,
counsel to Vintage Funds, substantially to the effect that:
(i) The transfer of all of the assets of Covenant Fund assets in exchange
for the shares of Value Fund and the assumption by Value Fund of
certain identified liabilities of Covenant Fund followed by the
distribution by Covenant Fund of the shares of Value Fund to Covenant
Fund's shareholders in exchange for their Covenant Fund shares will
constitute a "reorganization" within the meaning of Section 368(a)(1)
of the Code, and Covenant Fund and Value Fund will each be a "party
to a reorganization" within the meaning of Section 368(b) of the Code,
and that the transaction qualifies as a tax-free reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986;
(ii) No gain or loss will be recognized by Covenant Fund or Value Fund on
the transfer of the assets of Covenant Fund to Value Fund solely in
exchange for the shares of Value Fund and the assumption by Value
Fund of the identified liabilities of Covenant Fund;
(iii) No gain or loss will be recognized by Covenant Fund's shareholders
upon the exchange of the shares of Covenant Fund for the shares of
Value Fund and no gain or loss will be recognized by Covenant Fund
on the distribution of the shares of Value Fund to Covenant Fund's
shareholders in exchange for Covenant Fund's shares;
(iv) The aggregate tax basis for the shares of Value Fund received by each
Covenant Fund shareholder pursuant to the reorganization will be the
same as the aggregate tax basis of Covenant Fund shares held by each
such Covenant Fund shareholder immediately prior to the
reorganization;
(v) The holding period of the shares of Value Fund to be received by each
Covenant Fund shareholder will include the period during which
Covenant Fund shares surrendered in exchange therefor were held
(provided such Covenant Fund shares were held as capital assets on
the date of the Reorganization);
(vi) The tax basis of the assets of Covenant Fund attained by Value Fund
will be the same as the tax basis of the assets of Covenant Fund
immediately prior to the Reorganization; and
(vii) The holding period of the assets of Covenant Fund in the hands of
Value Fund will include the period during which those assets were
held by Covenant Fund.
The opinion may state that no opinion is expressed as to the effect of the
Reorganization on the Funds or any shareholder (regarding the recognition of
gain or loss and/or the determination of the basis or holding period) with
respect to any asset (including certain options and futures) as to which any
unrealized gain or loss is required to be recognized for federal income tax
purposes at the end of a taxable year (or on the termination or transfer
thereof) under a mark-to-market system of accounting.
Utilization by Value Fund after the Reorganization of pre-Reorganization
capital losses realized by Covenant Fund could be subject to limitation in
future years under the Code.
Shareholders of Covenant Fund should consult their tax advisers regarding
the effect, if any, of the proposed Reorganization in light of their
individual circumstances. Because the foregoing discussion only relates to
the federal income tax consequences of the Reorganization, those shareholders
also should consult their tax advisers as to state and local tax
consequences, if any, of the Reorganization.
<PAGE>
Capitalization
The following tables show the capitalization of the Funds as of September
30, 1996 (unaudited with respect to Covenant Fund) and on a pro forma
combined basis (unaudited) as of that date giving effect to the
Reorganization.
<TABLE>
<CAPTION>
Combined Fund
Covenant Fund Value Fund (Pro Forma)
<S> <C> <C> <C>
Net Assets . . . . . . $ $ $
Net Asset Value
Per Share . . . . . . $ $ $
Shares Outstanding . .
</TABLE>
<PAGE>
ADDITIONAL INFORMATION ABOUT THE VINTAGE FUNDS
FIDUCIARY VALUE FUND
[Insert Financial Highlights for Value Fund]<PAGE>
MISCELLANEOUS
Available Information
Each Trust (Vintage Funds and Covenant Fund) is subject to the
informational requirements of the Securities Exchange Act of 1934 and the
1940 Act and in accordance therewith files reports, proxy material and other
information with the SEC. Such reports, proxy material and other information
can be inspected and copied at the Public Reference Facilities maintained by
the SEC at 450 Fifth Street, N.W., Washington, D.C., 20549, the Midwest
Regional Office of the SEC, Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60611, and the Northeast Regional Office of the SEC,
Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of
such material can also be obtained from the Public Reference Branch, Office
of Consumer Affairs and Information Services, Securities and Exchange
Commission, Washington, D.C. 20459 at prescribed rates.
Experts
The audited financial statements of Value Fund and Covenant Fund,
incorporated herein by reference and incorporated by reference or included in
their respective Statements of Additional Information, have been audited by
McCurdy & Associates CPA's, Inc. (with respect to Value Fund) and Coopers &
Lybrand L.L.P. (with respect to Covenant Fund), independent auditors, whose
reports thereon are included in Value Fund's Statement of Additional
Information dated _______________, 1996 and Covenant Fund's Annual Report to
Shareholders for the fiscal year ended December 31, 1995. The financial
statements audited by McCurdy & Associates CPA's, Inc. and Coopers & Lybrand
L.L.P. have been incorporated herein by reference in reliance on their
reports given on their authority as experts in auditing and accounting.<PAGE>
<PAGE>
THE VINTAGE FUNDS
STATEMENT OF ADDITIONAL INFORMATION
FIDUCIARY VALUE FUND THE LAIDLAW COVENANT FUND
(A Series of The Vintage Funds) 100 Park Avenue
P.O. Box 6110 New York, NY 10017
Indianapolis, IN 46206-6110 1-800-275-2683
This Statement of Additional Information is not a prospectus and
should be read in conjunction with the Prospectus/Proxy Statement
dated _______________, 1996, which may be obtained by writing
Unified Advisers, Inc., 429 N. Pennsylvania Street, Indianapolis,
Indiana 46204 or by calling Linda Lawson at (800) 862-7283,
extension 8525.
The date of this Statement of Additional Information is ________
___, 1996.
Table of Contents
Page
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Information About Fiduciary Value Fund. . . . . . . 2
Financial Statements . . . . . . . . . . . . . . . . . . . . . 2
<PAGE>
Introduction
This Statement of Additional Information is intended to
supplement the information provided in the Prospectus/Proxy
Statement dated ________________, 1996. The Prospectus/Proxy
Statement relates to the proposed acquisition by Fiduciary Value
Fund ("Value Fund"), a series of The Vintage Funds ("Vintage
Funds"), of all of the assets and liabilities of The Laidlaw
Covenant Fund ("Covenant Fund") in exchange solely for shares of
Value Fund.
Additional Information About Fiduciary Value Fund
Additional information about Fiduciary Value can be found in
the Statement of Additional Information of The Vintage Funds,
dated April 17, 1996 ("SAI"). The SAI, excluding the portion of
the SAI that incorporates by reference the September 30, 1995
Annual Report of The Vintage Funds, is hereby incorporated by
reference. The document was previously filed on EDGAR (File No.
33-89078) on April 17, 1996, pursuant to Rule 497.
Financial Statements
Financial Statement of Fiduciary Value Fund [to be supplied]
Pro Forma Financial Statememt [to be supplied]
<PAGE>
APPENDIX A
AGREEMENT & PLAN OF REORGANIZATION
(SEE EXHIBIT 4)
<PAGE> PART C
Other Information
ITEM 15. INDEMNIFICATION
The information required by this item is incorporated by
reference to Item 27 of Part C of Post-Effective Amendment No. 3
to the Registrant's Registration Statement (File No. 33-89078),
filed on EDGAR on January 29, 1996.
ITEM 16. EXHIBITS
Each of the following items, unless otherwise indicated, has
been previously filed as part of the Registrant's Registration
Statement on Form N-1A (File No. 33-89078), filed on February 3,
1995, and are incorporated herein by reference.
1. Declaration of Trust of Registrant.
2. Bylaws of Registrant.
3. Voting trust agreement - none.
4. Agreement and Plan of Reorganization between The
Laidlaw Covenant Fund, Laidlaw Holdings Asset
Management, Inc., Vintage Advisers, Inc. and Registrant
filed herewith.
5. Instruments defining the rights of holders of
Registrant's shares of common stock - none.
6. Management Agreement
(a) Investment Advisory Agreement between Registrant
and Vintage Advisers, Inc.
(b) Investment Sub-Advisory Agreement between Vintage
Advisers, Inc. and Fiduciary Counsel, Inc.
7. Distribution Agreement.
8. Bonus, profit sharing or pension plans - none.
9. Custodian Agreement.
10. 12(b)-1 Plan.
(a) Distribution Plan
<PAGE>
(b) Form of Distribution Agreement pursuant to
Distribution Plan.
11. Opinion and Consent of Ice, Miller, Donadio & Ryan as
to legality of issuance of shares - to be supplied.
12. Opinion and Consent of Brown, Cummins & Brown Co.,
L.P.A. as to federal income tax matters - to be
supplied.
13. Material Contracts
(a) Mutual Fund Services Agreement filed as an exhibit
to Pre-Effective Amendment No. 2 to the
Registration Statement (File No. 33-89078), filed
on May 30, 1995, is incorporated herein by
reference.
(b) Shareholder Services Plan.
(c) Form of Shareholder Services Agreement.
(d) Letter Agreement regarding The Vintage Funds
University and Philanthropic Program.
14. Consents
(a) Consent of McCurdy & Associates CPA's, Inc. - to
be supplied.
(b) Consent of Coopers & Lybrand L.L.P. filed
herewith.
15. Financial Statements omitted from Part B - none.
16. (a) Power of Attorney for Registrant and Certificate
filed herewith.
(b) Powers of Attorney for Trustees and Officers filed
herewith.
17. Additional Exhibits
(a) Copy of Registrant's Declaration under Rule 24f-2
filed herewith.
(b) Proxy Card filed herewith.
<PAGE>
ITEM 17. UNDERTAKINGS
(1) The undersigned Registrant agrees that prior to any
public reoffering of the securities registered through the use of
a prospectus which is a part of this registration statement by
any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c) of the Securities Act of 1933, as amended,
the reoffering prospectus will contain the information called for
by the applicable registration form for reofferings by persons
who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus
that is filed under paragraph (1) above will be filed as a part
of an amendment to the registration statement and will not be
used until the amendment is effective, and that, in determining
any liability under the Securities Act of 1933, as amended, each
post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of
the securities at that time shall be deemed to be the initial
bona fide offering of them.
SIGNATURES
As required by the Securities Act of 1933, this registration
statement has been signed on behalf of the Registrant, in the
City of Cincinnati and the State of Ohio, on the 3rd day of
October, 1996.
THE VINTAGE FUNDS
By:/s/Donald S. Mendelsohn
Donald S. Mendelsohn
Attorney in Fact
As required by the Securities Act of 1933, this Registration
Statement has been signed below, on October 3, 1996, by the
following persons in the capacities indicated.
Timothy L. Ashburn Chairman of the Board,
President and Trustee
Thomas G. Napurano Treasurer
Charles H. Binger Trustee
Daniel J. Condon Trustee
Philip L. Conover Trustee
David E. LaBelle Trustee
Jack R. Orben Trustee
By:/s/Donald S. Mendelsohn
Donald S. Mendelsohn
Attorney in Fact
<PAGE>
EXHIBIT INDEX
Exhibit Number
1. Agreement and Plan
of Reorganization . . . . . . . . . . . . . . . . Ex-99.4
2. Consent of Coopers & Lybrand L.L.P. . . . . . . . Ex-99.14.2
3. Power of Attorney for Registrant. . . . . . . . . Ex-99.16.1
4. Power of Attorney for Trustees and Officers . . . Ex-99.16.2
5. Copy of Registrant's Declaration
Under Rule 24f-2. . . . . . . . . . . . . . . . . Ex-99.17.1
6. Proxy Card. . . . . . . . . . . . . . . . . . . . Ex-99.17.2
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN (the "Agreement") is made as of September
3, 1996, by and between: The Laidlaw Covenant Fund (hereinafter
referred to as "LCF"), an Indiana Business Trust; Laidlaw Holdings
Asset Management, Inc. (hereinafter referred to as "Laidlaw"), a New
York corporation; The Vintage Funds (hereinafter referred to as
"Vintage"), an Indiana Business Trust on behalf of the Fiduciary Value
Fund (hereinafter referred to as "Portfolio"), a series and sub-trust
of Vintage; and Vintage Advisers, Inc. (hereinafter referred to as
"Advisers"), an Indiana corporation which serves as the investment
adviser to the Portfolio.
WITNESSETH:
WHEREAS, this Agreement is intended to be and is adopted as a
"plan of reorganization", within the meaning of Treasury Reg. Sec.
1.368-2 (g), for a reorganization under Section 368 (a) (1) of the
Internal Revenue Code of 1986, as amended (the "Code"); and
WHEREAS, the reorganization (the "Reorganization") will consist
of the transfer to the Portfolio of all of the assets of LCF in
exchange for the assumption by Portfolio of all the stated liabilities
of LCF and the issuance by Portfolio of shares of beneficial interest,
without par value, (the "Portfolio Shares"), to be distributed pro
rata, after the Closing Date hereinafter defined, to the shareholders
of LCF in complete liquidation and dissolution of LCF as provided for
herein, all upon the terms and conditions hereinafter set forth in
this Agreement; and
WHEREAS, it is intended that the transactions contemplated herein
shall qualify as a tax-free reorganization under Section 368(a) (1)
(D) of the Code; and
WHEREAS, the Board of Trustees of Vintage, on behalf of the
Portfolio, and the Board of Trustees of LCF, each a registered open-
end management investment company, deem it advisable that the parties
enter into this Agreement, and that this Agreement and the
transactions contemplated herein are in the best interests of the LCF
and the Portfolio shareholders; and
NOW, THEREFORE, in consideration of the mutual promises,
covenants and agreements hereinafter set forth and herein contained,
the parties hereto covenant and agree as follows:
1.0 The Reorganization and Liquidation of LCF.
On the Closing Date (as hereinafter defined), Portfolio will
issue to LCF the number of Portfolio Shares, taken at their then net
asset value, having an aggregate net asset value equal to the
aggregate value of the net assets of LCF, and shall provide evidence
satisfactory to LCF that Portfolio has credited such Portfolio Shares
on the books of Portfolio to the account of LCF. The aggregate value
of the net assets of LCF and Portfolio shall be determined in
accordance with their then currently effective registration statements
as of the close of the New York Stock Exchange on the Valuation Date,
using consistently applied accounting principles, as approved and
agreed to by officers of LCF and Portfolio.
1.1 Subject to the terms and conditions herein set forth and on
the basis of the representations and warranties contained herein, on
the Closing Date (as hereinafter defined), LCF will assign, deliver
and otherwise transfer its assets as set forth in paragraph 1.2 (the
"LCF Assets") to Portfolio, and Portfolio will in exchange therefore,
assume all the stated LCF liabilities determined as set forth in
paragraph 1.3 and deliver to LCF the number of Portfolio Shares,
including fractional Portfolio Shares, determined by dividing the
value of the LCF Assets, net of such stated liabilities, computed in
the manner and as of the time and date set forth in paragraph 2.1, by
the net asset value of one full Portfolio Share, computed in the
manner and as of the time and date set forth in paragraph 2.2 herein.
Such transactions shall take place at the closing provided for in
paragraph 3.1 (the "Closing").
Based on the respective representations, warranties, and
agreements, and subject to the terms and conditions contained herein,
LCF agrees to transfer to Portfolio and Portfolio agrees to accept
from LCF, all of the assets of LCF on the Closing Date in exchange for
the assumption by Portfolio of all of the stated liabilities of LCF
shown on the list to be delivered to Portfolio pursuant to paragraph
1.3 and the issuance of the number of Portfolio Shares provided in
Section 2. Portfolio will assume only those liabilities shown on such
financial statements and shall not assume any others, whether absolute
or contingent, known or unknown, accrued or unaccrued. Such Portfolio
Shares subsequently shall be distributed pro rata to the shareholders
of LCF in complete liquidation and dissolution of LCF and in exchange
for all of the outstanding shares of beneficial interest, without par
value, of LCF (the "LCF Shares"). LCF shall not issue, sell or
transfer any LCF Shares after the Closing Date, and only redemption
requests received by LCF in proper form no later than seven days
before the Closing Date shall be fulfilled by LCF. Redemption
requests received by LCF thereafter shall be treated as requests for
redemption of those Portfolio Shares allocable to the shareholder in
question as provided in Section 1.5 of this Agreement.
1.2 (a) .The LCF Assets shall include all property, including
without limitation, all cash, cash equivalents, securities and
dividends and interest receivable owned by LCF, and any deferred or
prepaid expenses shown as an asset on LCF's books on the Closing
Date;
(b) .Subsequent to the execution of this Agreement and prior
to the Closing Date, LCF shall deliver to Portfolio a list setting
forth the assets to be assigned, delivered and transferred to
Portfolio, including the securities then owned by LCF and the
respective Federal income tax bases (on an identified cost basis)
thereof, and the liabilities to be assumed by Portfolio pursuant to
this Agreement;
1.3 (a) .LCF will endeavor to discharge all of it liabilities
and obligations when and as due prior to the Closing Date;
(b) .On the Closing Date, Portfolio will assume all stated
liabilities, expenses, costs, charges and reserves reflected on an
unaudited Statement of Assets and Liabilities (the "Statement of
Assets and Liabilities") of LCF, prepared by the Treasurer of LCF, and
agreed to by the parties as of the Valuation Date, and prepared in
conformity with generally accepted accounting principles and
consistently applied from the prior audited period. Said Statement of
Assets and Liabilities shall be attached hereto as Schedule 1.3(b);
(c) .Portfolio shall only assume the liabilities that are
listed and included as part of the LCF Statement of Assets and
Liabilities. Portfolio shall not be responsible for nor shall it
assume any liabilities which are not included on the aforementioned
LCF Statement of Assets and Liabilities.
(d) .After the Closing Date, any refunds relating to
expenditures paid by LCF or Laidlaw shall inure to the benefit of
Portfolio, except for those otherwise agreed between the parties and
attached hereto as Schedule 1.3 (d);
(e) .Any deferred organizational costs and/or any prepaid
filing and registration fees of LCF and/or Laidlaw shall be 100%
expensed at or prior to the Closing Date along with any known
additional fees and/or expenses due and payable for the unwinding of
LCF's activities in the states in which LCF was registered; and
(f) .All receivables due LCF from Laidlaw shall be paid in
full prior to Closing.
1.4 In order for LCF to comply with Section 852 (a) (1) of the
Code and to avoid having any investment company taxable income or net
capital gain (as defined in Sections 852 (b) (2) and 1222 (11) of the
Code, respectively) in the short taxable year ending with its
liquidation, LCF will, on or before the Closing Date, (a) declare a
dividend in an amount large enough so that it will have declared
dividends of all of its investment company taxable income and net
capital gain, if any, for such taxable year (determined without regard
to any deduction for dividends paid) and (b) distribute such dividend
in shares or cash, as applicable and provided for in LCF's currently
effective registration statement.
1.5 . .As soon as practicable after the Closing Date, (a) LCF
shall distribute on a pro rata basis to the shareholders of record of
LCF at the close of business on the Valuation Date in exchange for all
of the outstanding LCF Shares, (each shareholder of LCF being entitled
to receive that proportion of the Portfolio Shares to be received by
LCF that the number of LCF Shares owned by each such shareholder bears
to the number of outstanding LCF Shares) and (b) LCF shall be
liquidated and dissolved in accordance with applicable law and its
Declaration of Trust. Upon liquidation, all issued and outstanding
LCF Shares will be canceled on LCF's books and LCF shareholders will
have no further rights as such shareholders. Portfolio will not issue
certificates representing Portfolio Shares in connection with such
exchange.
For purpose of distribution of the Portfolio Shares to
shareholders of LCF, Portfolio shall credit on the books of Portfolio
an appropriate number of Portfolio Shares to the account of each
shareholder of LCF, and shall provide evidence satisfactory to LCF
that such Portfolio Shares have been so credited. After the Closing
Date, each outstanding certificate which, prior to the Closing Date,
represented LCF Shares, shall be deemed void. Portfolio will pay the
registration or qualification fees as are necessary under applicable
securities laws to qualify the Portfolio Shares to be issued in
connection with this Agreement.
1.6 After the Closing, LCF shall not conduct any business except
in connection with the winding up of its affairs and shall file at no
expense to Portfolio or Advisers, or make provision for the filing of,
all reports it is required by law to file. Laidlaw and LCF shall
prepare and cause to be filed, at no expense to Portfolio or Advisers,
the final 1120 RIC for LCF, which form shall make the proper election
of tax-free reorganization as approved by and coordinated with
Portfolio and Vintage.
1.7 Copies of all books and records maintained on behalf of LCF
in connection with its obligations under the Investment Company Act of
1940, as amended, (the "1940 Act"), the Code, state blue sky laws or
otherwise in connection with this Agreement will promptly after the
Closing be delivered to officers of Portfolio or their designee and
Portfolio or its designee shall comply with applicable record
retention requirements to which LCF is subject under the 1940 Act.
1.8 Any effective insurance policies for LCF, and any other LCF
insurance policies required under the law to effect the transactions
contemplated herein, shall be maintained or acquired and shall be in
full force and effect as of the Closing Date.
1.9 At Closing, or as soon as practicable thereafter under the
law, Portfolio shall change its name from the Fiduciary Value Fund to
the Laidlaw Fund, or such other name as may be mutually agreed upon
between the parties. Portfolio and Vintage agree to take all
requisite actions necessary to effect such name change, including but
not limited to the amendment of its Declaration of Trust.
2.0 The Calculation of Net Asset Value.
2.1 The value of the LCF Assets shall be the value of such
assets computed as of 4:00 p.m. on the Friday immediately following
the satisfaction of the condition set forth in paragraph 8.1, or as
otherwise mutually agreed upon in writing by the parties (such time
and date being hereinafter called the "Valuation Date"), using the
valuation procedures set forth in paragraph 1.0.
2.2 The net asset value of a Portfolio Share shall be the net
asset value per share computed on the Valuation Date, using the
valuation procedures set forth in Paragraph 1.0.
2.3 The number of Portfolio Shares (including fraction thereof,
if any) to be issued hereunder shall be determined by dividing the
value of the LCF Assets, net of the liabilities assumed by Portfolio
pursuant to paragraph 1.1, determined in accordance with paragraph
2.1, by the net asset value of a Portfolio Share determined in
accordance with paragraph 2.2.
2.4 All computations of value shall be made by Unified Advisers,
Inc. Portfolio shall cause Unified Advisers, Inc. to deliver a copy
of its valuation report at Closing.
3.0 Closing and Closing Date.
3.1 The closing date (the "Closing Date") shall be the next
business day following the Valuation Date. All acts taking place at
the Closing shall be deemed to take place simultaneously as of 9:00
a.m. Eastern time on the Closing Date unless otherwise agreed by the
parties. The Closing shall be held at the offices of the transfer
agent, Unified Advisers, Inc., 429 North Pennsylvania Street,
Indianapolis, Indiana.
3.2 LCF securities held by LCF and represented by a certificate
or written instrument shall be made available by it or on its behalf
to Star Bank, N.A., the custodian bank for Portfolio (the "Portfolio
Custodian") for examination no later than five business days preceding
the Valuation Date. Such LCF securities (together with any cash or
other assets) shall be delivered by LCF to the Portfolio Custodian for
the account of Portfolio on or before the Closing Date in conformity
with applicable custody provisions under the 1940 Act and duly
endorsed in proper form for transfer in such condition as to
constitute good delivery thereof in accordance with the custom of
brokers. LCF securities and instruments deposited with a securities
depository, as defined in Rule 17f-4 under the 1940 Act, shall be
delivered on or before the Closing Date by book entry in accordance
with customary practices of such depositories and the Portfolio
Custodian. The cash delivered shall be in the form of a Federal Funds
wire payable to the order of "Star Bank, NA, Custodian for the
Fiduciary Value Fund".
If on the Closing Date LCF is unable to make good delivery
pursuant to this Section to the Portfolio Custodian of any of LCF's
portfolio securities because such securities have not yet been
delivered to LCF's custodian by its brokers or by the transfer agent
for such securities, then the delivery requirement of this Section
with respect to such securities shall be waived, and LCF shall deliver
to the Portfolio Custodian on or by said Closing Date with respect to
said undelivered securities executed copies of an agreement or
assignment in a form satisfactory to the Portfolio Custodian, together
with such other documents including brokers' confirmations, as may be
reasonably requested by Portfolio.
3.3 In the event that on the Valuation Date (a) the New York
Stock Exchange shall be closed to trading or trading thereon shall be
restricted or (b) trading or the reporting of trading on such Exchange
or elsewhere shall be disrupted so that, in the judgment of both
Portfolio and LCF, accurate appraisal of the value of the net assets
of Portfolio or LCF is impracticable, the Valuation Date shall be
postponed until the first business day after the day when trading
shall have been fully resumed without restriction or disruption and
reporting shall have been restored.
3.4 LCF shall deliver to Portfolio or its designee (a) at the
Closing, a list, certified by LCF's Secretary, of the names, addresses
and taxpayer identification numbers of LCF's shareholders and the
number of outstanding LCF Shares owned by each such shareholder, all
as of the Valuation Date, and (b) as soon as practicable after the
Closing, all original documentation (including Internal Revenue
Service forms, certificates, certifications and correspondence)
relating to the LCF shareholders' taxpayer identification numbers and
their liability for or exemption from back-up withholding. Portfolio
shall issue and deliver to LCF a confirmation evidencing delivery of
the Portfolio Shares to be credited on the Closing Date to the LCF
shareholders. At the Closing, each party shall deliver to the other
such bills of sale, assignments, assumption agreements, receipts or
other documentation as such other party or its counsel may reasonably
request to effect the consummation of the transactions contemplated by
this Agreement.
4.0 Covenants of Portfolio, Laidlaw and LCF.
4.1 Portfolio and LCF each will operate its business in the
ordinary course between the date hereof and the Closing Date, it being
understood that such ordinary course of business will include
customary dividends and other distributions.
4.2 LCF, or Laidlaw on behalf of LCF, at no expense to
Portfolio or Advisers, will assist Portfolio in the preparation of the
registration statement on Form N-14 under the Securities Act of 1933,
as amended (the "1933 Act") relating to the Portfolio Shares to be
exchanged pursuant to paragraph 1.0 and including the Proxy Materials
described in paragraph 4.3 below (the "Registration Statement"), and
Portfolio shall then file the Registration Statement with the
Securities and Exchange Commission (the "Commission") pursuant to
filing requirements and deadlines. Both LCF and Portfolio agree to
provide the other with such other information and documentation as are
reasonably necessary for the preparation of the Registration
Statement. The legal fees and expenses of Brown, Cummins & Brown,
Co., L.P.A. in preparing the Registration Statement shall be borne by
Laidlaw up to $25,000.
4.3 LCF will call a meeting of its shareholders to consider and
act upon this Agreement and to take all other actions necessary to
obtain approval of the transactions contemplated herein. LCF will
assist Portfolio in the preparation of the notice of the meeting, form
of proxy and proxy statement (collectively "Proxy Materials") to be
used in connection with such meeting) it being understood that
Portfolio will furnish a currently effective prospectus relating to
the Portfolio for inclusion in the Proxy Materials and with such other
information relating to Portfolio as is reasonably necessary for the
preparation of the Proxy Materials, including the currently effective
registration statement of the Portfolio.
4.4 Prior to the Closing Date, LCF will assist Portfolio in
obtaining such information as Portfolio reasonably requests concerning
the beneficial ownership of the LCF Shares.
4.5 Subject to the provisions in this Agreement, Portfolio and
LCF will each take, or cause to be taken, all actions, and do or cause
to be done, all things reasonably necessary, proper or advisable to
consummate and make effective the transactions contemplated by this
Agreement.
4.6 As promptly as practicable, but in any case within sixty
(60) calendar days after the Closing Date, LCF shall furnish, or cause
to be furnished, to Portfolio such information as Portfolio reasonably
requests to enable Portfolio to determine LCF's earnings and profits
for Federal income tax purposes that will be carried over to Portfolio
pursuant to Section 381 of the Code.
4.7 As soon after the Closing Date as is reasonably practicable,
LCF (a) shall prepare and file all Federal and other tax returns and
reports of LCF required by law to be filed with respect to all periods
ending on or before the Closing Date but not theretofore filed and (b)
shall submit to Portfolio for payment all Federal and other taxes
shown as due thereon which were not required to be paid on or before
the Closing Date, provision for the payment of which was made as of
the Closing Date on the unaudited LCF Statement of Assets and
Liabilities referred to in paragraph 1.2.
4.8 Portfolio agrees to use all reasonable efforts to obtain the
approvals and authorizations required by the 1933 Act, the 1940 Act
and such of the state securities laws as it may deem appropriate in
order to continue its operations after the Closing Date.
4.9 The parties agree that Laidlaw shall be retained to provide
certain consulting services to Portfolio's sub-adviser, Fiduciary
Counsel (the "Sub-Adviser") pursuant to and more fully described in a
consulting agreement, (the"Consulting Agreement"), the material terms
of which are described in Schedule 4.9 attached hereto. The
Consulting Agreement will define the specific nature of the services
and duties to be provided by Laidlaw, which include, among others,
Laidlaw's consulting arrangement with the Sub-Adviser and the
preparation and delivery by Laidlaw to Sub-Adviser of Laidlaw's
recommended list of socially conscious companies, investment in which
would be consistent with the Portfolio prospectus and statement of
additional information. The parties agree that Portfolio's
registration statement will be modified to reflect that Portfolio will
be a "socially conscious" fund.
5.0 Representations and Warranties of Portfolio, LCF and Laidlaw.
5.1 Portfolio represents and warrants to LCF as follows:
(a) .Portfolio is a series and sub-trust of a business trust
validly existing and in good standing under the laws of the State of
Indiana and has the power and authority to own its properties and to
carry on its business as it is now conducted. The beneficial interest
in Portfolio is divided into an unlimited number of transferable
shares, without par value.
(b) . . Portfolio is, or at the Closing Date will be, a
duly registered, open-end management investment company, and its
registration with the Commission as an investment company under the
1940 Act and the registration of its shares under the 1933 Act are, or
at the Closing Date will be, in full force and effect;
(c) . . All of the issued and outstanding Portfolio Shares
have been offered and sold in compliance in all material respects with
applicable registration requirements of the 1933 Act and state
securities laws. Portfolio Shares are and will at the Closing be
registered in all jurisdictions in which they are and will at the
Closing be required to be registered under state securities laws and
other laws, and said registrations, including any periodic reports or
supplemental filings, are and will at the Closing be complete and
current, all fees required to be paid have been and shall be paid, and
Portfolio is not and at the Closing will not be subject to any stop
order and is and will be fully qualified to sell Portfolio Shares in
each state in which its shares have been registered;
(d) .The currently effective prospectus and statement of
additional information of Portfolio conform in all material respects
to the applicable requirements of the 1933 Act and the 1940 Act and
the regulations thereunder and do not include any untrue statement of
a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading;
(e) .At the Closing Date, Portfolio will have title to its
assets, subject to no liens, security interests or other encumbrances;
(f) .No litigation or administrative proceeding or
investigation of or before any court or governmental body is presently
pending or to its knowledge threatened against Portfolio or any of its
properties or assets, except as previously disclosed in writing to
LCF. Portfolio knows of no facts that might form the basis for the
institution of such proceedings and is not a party to or subject to
the provisions of any order, decree or judgment of any court or
governmental body which materially and adversely affects its business
or its ability to consummate the transactions contemplated herein;
(g) .All issued and outstanding Portfolio Shares are, and at
the Closing Date will be, duly and validly issued and outstanding,
fully paid and non-assessable with no personal liability attaching to
ownership thereof; the Portfolio Shares to be issued and delivered to
LCF for the accounts of the LCF shareholders, pursuant to the terms of
this Agreement, will at the Closing Date have been duly authorized
and, when issued and delivered, will be validly issued Portfolio
Shares, and will be fully paid and non-assessable, and no shareholder
of Portfolio will have any preemptive right or right of subscription
or purchase in respect thereof; Portfolio does not have outstanding
any options, warrants or other rights to subscribe for or purchase any
of its shares, nor is there outstanding any security convertible into
any of its shares;
(h) .Portfolio has the power to enter into this Agreement
and carry out its obligations hereunder. The execution, delivery and
performance of this Agreement have been duly authorized by all
necessary actions on the part of Portfolio under its Declaration of
Trust and Code of Regulations, and this Agreement constitutes a valid
and binding obligation of Portfolio enforceable in accordance with its
terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting
creditors rights and to general equity principles;
(i) .The financial statements of Portfolio as of and for the
fiscal year ended September 30, 1995, examined by Price Waterhouse,
Portfolio's independent accountants, and Semi-Annual Report of
Portfolio as of March 31, 1996 (copies of which have been or will be
furnished to LCF) fairly represent, in all material respects,
Portfolio's financial condition as of their respective dates
indicated, results of operations for such periods and changes in net
assets for such periods in conformity with generally accepted
accounting principles applied on a consistent basis, and as of such
dates there were no known liabilities of Portfolio (contingent or
otherwise) not disclosed therein that would be required in conformity
with generally accepted accounting principles to be disclosed therein;
(j) .Since the date of Portfolio's most recent audited
financial statements, there has not been any material adverse change
in Portfolio's financial condition, assets, liabilities or business,
other than changes occurring in the ordinary course of business, or
any occurrence by Portfolio of indebtedness maturing more than one
year from the date such indebtedness was incurred, except as otherwise
disclosed in writing to LCF prior to the Closing Date. For the
purposes of this subparagraph (j) neither a decline in Portfolio's net
asset value per share nor a decrease in Portfolio's size due to
ordinary redemption activity shall constitute a material adverse
change;
(k) .The information furnished or to be furnished by
Portfolio for use in registrations, registration statements, proxy
materials and other documents which may be necessary in connection
with the transactions contemplated hereby shall be accurate and
complete in all material respects and shall comply in all material
respects with Federal securities and other laws and regulations
applicable thereto. Any information furnished by Portfolio for use in
the Registration Statement or in any other manner that may be
necessary in connection with the transactions contemplated herein
shall be accurate and complete and shall comply in all material
respects with applicable Federal securities and other laws and all
regulations thereunder;
(l) .The Registration Statement and the proxy materials
(only insofar as they relate to Portfolio, Vintage, Advisers and any
of its affiliates) will, on the effective date of the Registration
Statement, at the time of the meeting of LCF's shareholders and on the
Closing Date, not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which such statements were made, not materially
misleading;
(m) .Portfolio has filed all tax returns required to be
filed and has no liability for any unpaid taxes. Portfolio has made a
proper election to be treated as a regulated investment company under
Subchapter M of the Code and has qualified to be treated as a
regulated investment company during all previous taxable years;
(n) . Portfolio is not in violation of, and the execution
and delivery of this Agreement do not, and the consummation of the
transactions contemplated hereby will not, violate Portfolio's
Declaration of Trust or By-Laws or any provision of any agreement to
which Portfolio is a party or by which it is bound, or result in the
acceleration of any obligation or the imposition of any penalty under
any agreement, judgment or decree to which Portfolio is a party or by
which it is bound. Portfolio has not material contracts or other
commitments (other than this Agreement) that will be terminated with
liability to it prior to or on the Closing Date;
(o) .Portfolio has maintained or has caused to be maintained
on its behalf all books and accounts as required of a registered
investment company in compliance with the requirements of Section 31
of the 1940 Act and the Rules thereunder. The books and records of
Portfolio made available to LCF and/or its counsel, accurately
summarize the accounting data represented and contain no material
omissions with respect to the business and operation of Portfolio;
(p) .There are no unresolved or outstanding shareholder
claims or inquiries related to Portfolio and there will be no such
claims or inquiries as of the Closing Date other than as disclosed by
Portfolio in writing to LCF prior to the Closing Date. There are no
anticipated, outstanding or unresolved investigations examinations or
inquires relating to Portfolio by the Commission, or any other
governmental authority having jurisdiction over the business and
affairs of Portfolio;
(q) . . No consent, approval authorization or order of any
court or governmental authority of the United States or any state is
required for the consummation by Portfolio of the transactions
contemplated herein; except such as may be required under the 1933
Act, the Securities Exchange Act of 1934 (the "1934 Act"), the 1940
Act and state securities laws;
(r) .There are and will be no legal or governmental
proceedings or other agreements, only insofar as they relate to
Portfolio, existing on or before the date of mailing of the Proxy
Materials or the Closing Date that will have been required to be
described in the Registration Statement or in any documents that are
required to be filed as exhibits to the Registration Statement that
will not have been described as required;
(s) .Except as described in paragraph 4.9, as of the Closing
Date, there shall have been no material change in the investment
objective, policies and restrictions nor any increase in the
investment management fees, fees payable pursuant to Portfolio's 12b-1
Plan or shareholder services plan from those described in Portfolio's
currently effective prospectus and statement of additional
information; and
(t) .To the best knowledge of Portfolio, the operations of
Portfolio (and the operations of Vintage with respect to Portfolio's
operations) as heretofore and as now conducted have complied and
comply in all material respects with all applicable laws, statutes,
legislation, acts, rules and regulations.
5.2 Except as provided in schedule 5.2 attached hereto, LCF
represents and warrants to Portfolio as follows:
(a) .LCF is an Indiana business trust validly existing and
in good standing under the laws of the State of Indiana and has the
power and authority to own properties and to carry on LCF's business
as it is now conducted;
(b) .LCF is a duly registered, open-end, management
investment company, and its registration with the Commission as an
investment company under the 1940 Act is in full force and effect and
such registration has not been revoked or rescinded. LCF's current
prospectus and statement of additional information conform in all
material respects to the requirements of the 1933 Act and the 1940
Act;
(c) .All of the issued and outstanding shares of LCF have
been offered and sold in compliance in all material respects with
applicable registration requirements of the 1933 Act and state
securities laws. Shares of LCF are registered in all jurisdictions in
which they are required to be registered under state securities laws
and other laws.
(d) .LCF has no material contracts or other commitments
(other than this Agreement) that will be terminated with liability to
it prior to or on the Closing Date;
(e) .No litigation or administrative proceeding or
investigation of or before any court or governmental body is presently
pending or to its knowledge threatened against LCF, Laidlaw or any of
LCF's properties or assets. LCF knows of no facts that might form the
basis for the institution of such proceedings and is not a party to or
subject to the provisions of any order, decree or judgment of any
court or governmental body that materially and adversely affect its
business or its ability to consummate the transactions herein
contemplated;
(f) .The financial statements of LCF as of and for the
fiscal year ended December 31, 1995, examined by Coopers & Lybrand,
LCF's independent accountants, and Semi-Annual Report of LCF as of
June 30, 1996 (copies of which have been or will be furnished to
Portfolio) fairly represent, in all material respects, LCF's financial
condition as of the respective dates indicated, results of operations
for such periods and changes in net assets for such periods in
conformity with generally accepted accounting principles applied on a
consistent basis, and as of such dates there were no known liabilities
of LCF (contingent or otherwise) not disclosed therein that would be
required in conformity with generally accepted accounting principles
to be disclosed therein. All liabilities (contingent and otherwise)
as of the Closing Date known to LCF will be reflected in conformity
with generally accepted accounting principles on the unaudited
Statement of Assets and Liabilities referred to in paragraph 1.3;
(g) .Since the date of LCF's most recent audited financial
statements, there has not been any material adverse change in LCF's
financial condition, assets, liabilities or business, other than
changes occurring in the ordinary course of business, or any
incurrence by LCF of indebtedness maturing more than one year from the
date such indebtedness was incurred, except as otherwise disclosed in
writing to Portfolio prior to the Closing Date. All liabilities of
LCF (contingent or otherwise) are reflected in the unaudited statement
described in paragraph 1.3 above. For the purposes of this
subparagraph (h), neither a decline in LCF's net asset value per share
nor a decrease in LCF's size due to ordinary redemption activity shall
constitute a material adverse change;
(h) .At the Closing Date, all Federal and other tax returns
and reports of LCF required by law to be filed on or before the
Closing Date shall have been filed, and all Federal and other taxes
shall have been paid in full as due, and to the best of LCF's
knowledge no such return is currently under audit and no assessment
has been asserted with respect to any such return;
(i) .For each taxable year since its inception, LCF has met
all the requirements of Subchapter M of the Code for qualification and
treatment as a "registered investment company" as defined therein;
(j) .All issued and outstanding LCF Shares are, and at the
Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable with no personal liability attaching to the
ownership thereof. All such shares will, at the time of Closing, be
held by persons and in the amounts set forth in the list of
shareholders submitted to Portfolio pursuant to paragraph 3.4. LCF
does not have outstanding any options, warrants or other rights to
subscribe for or purchase any of its shares, nor is there outstanding
any security convertible into any of its shares;
(k) .At the Closing Date, LCF will have title to the LCF
Assets, subject to no liens, security interests or other encumbrances,
and full right, power and authority to assign, deliver and otherwise
transfer the LCF Assets hereunder, and upon delivery of the LCF Assets
and exchange of the Portfolio Shares to LCF's shareholders for the LCF
Assets, Portfolio will attain good title thereto, free and clear of
all liens, claims, charges, options, and encumbrances and subject to
no restriction on the full transfer thereof, including such
restrictions as might arise under the 1933 Act;
(l) .Subject to the approval of this Agreement by LCF's
shareholders, the execution, delivery and performance of this
Agreement will have been duly authorized by all necessary action on
the part of LCF and Laidlaw, and this Agreement will constitute a
valid and binding obligation of LCF, enforceable in accordance with
its terms, subject as to enforcement to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting
creditors rights and to general equity principles. No other consents,
authorizations or approvals are necessary in connection with the
performance of this Agreement, except such as may be required under
the 1933 Act, the 1934 Act, the 1940 Act and state securities laws;
(m) .On the effective date of the Registration Statement, at
the time of the meeting of LCF's shareholders and on the Closing Date,
the Proxy Materials (exclusive of information relating to Portfolio,
Advisers and any of their affiliates, and the currently effective
Prospectus of Portfolio and the Statement of Additional Information
incorporated therein) will (i) comply in all material respects with
the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the
regulations thereunder and (ii) not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which such statements were made, not misleading.
Any other information furnished by LCF for use in the Registration
Statement or in any other manner that may be necessary in connection
with the transactions contemplated herein shall be accurate and
complete and shall comply in all material respects with applicable
Federal securities and other laws and all regulations thereunder;
(n) .LCF will, on or prior to the Closing Date, declare one
or more dividends or other distributions to its shareholders that,
together with all previous dividends and other distributions to
shareholders, shall have the effect of distributing to the
shareholders all of its investment company taxable income and net
realized capital gains, if any, through the Closing Date (computed
without regard to any deduction for dividends paid);
(o) .LCF has maintained or has caused to be maintained on
its behalf all books and accounts as required of a registered
investment company in compliance with the requirements of Section 31
of the 1940 Act and the Rules thereunder. The books and records of
LCF made available to Portfolio and/or its counsel, accurately
summarize the accounting data represented and contain no material
omissions with respect to the business and operation of LCF;
(p) .LCF is not receiving the Portfolio Shares to be issued
hereunder for the purpose of making any distributions thereof other
than in accordance with this Agreement;
(q) .LCF is not in violation of, and the execution and
delivery of this Agreement do not, and the consummation of the
transactions contemplated hereby will not, violate LCF's Declaration
of Trust or Code of Regulations or any provision of any agreement to
which LCF is a party or by which it is bound, or result in the
acceleration of any obligation or the imposition of any penalty under
any agreement, judgment or decree to which LCF is a party or by which
it is bound;
(r) . As of the Closing Date, there shall have been no
material change in the investment objective, policies and restrictions
nor any increase in the investment management fees, fees payable
pursuant to LCF's 12b-1 Plan, Distribution Plan or Shareholder
Services Plan, if any, from those described in LCF's currently
effective prospectus and statement of additional information; and
(s) .To the best knowledge of LCF, the operations of LCF as
heretofore and as now conducted have complied and comply in all
material respects with all applicable laws, statutes, legislation,
acts, rules and regulations.
5.3 Laidlaw represents and warrants to Portfolio as follows:
(a) .As of the Closing Date, no violation of applicable
federal, state and local statute, law or regulation exists that
individually, or in the aggregate, would have a material adverse
effect on the business or operations of LCF, except as provided in
Schedule 5.2 attached hereto;
(b) .Assuming fulfillment of the conditions precedent to the
consummation of the Reorganization, LCF has the right, power, legal
capacity and authority to enter into the Reorganization contemplated
by this Agreement;
(c) .As of the Closing Date the affairs of LCF are in
compliance with the terms of its currently effective registration
statement, and LCF is in compliance with its investment policies and
restrictions as described in such documents;
(d) .As of the Closing Date, there are no outstanding
breaches by LCF of any contract to which it is a party, including but
not limited to any contract with a custodian, transfer agent or
pricing agent, and there are no outstanding breaches by LCF of any
plan of distribution it has adopted pursuant to Rule 12b-1 under the
1940 Act;
(e) .There are no unresolved or outstanding shareholder
claims or inquiries related to LCF and there will be no such claims or
inquiries as of the Closing Date other than as disclosed by Laidlaw in
writing to Portfolio prior to the Closing Date;
(f) .There are no anticipated, outstanding or unresolved
investigations, examinations or inquiries relating to LCF by the
Commission, or any other governmental authority having jurisdiction
over the business and affairs of LCF;
(g) .There are no any outstanding or threatened private
claims or litigation relating to LCF and knows of no facts that might
form the basis for such proceedings;
(h) .Except as previously disclosed to Portfolio in writing
and except as will have been fully corrected prior to the Closing
Date, there have been no miscalculations of the net asset value of LCF
during the twelve-month period preceding the Closing Date and all such
calculations have been done in accordance with the provisions of Rule
2a-4 under the 1940 Act;
(i) .The Federal and state income tax returns of LCF for the
fiscal year ended December 31, 1995 properly reflect, in all material
respects, the Federal and state income tax liabilities of LCF for the
periods covered thereby;
(j) .There are no claims, levies or liabilities for
corporate, excise, income or other Federal, state or local taxes
outstanding or threatened against LCF, other than those reflected in
its most recent audited and unaudited financial statements. Laidlaw
knows of no facts that might form the basis for such proceedings; and
(k) .There have been no material adverse changes in LCF's
financial condition, assets, liabilities or business, other than those
reflected in its most recent audited and unaudited financial
statements; and all liabilities of LCF (contingent or otherwise) known
to Laidlaw have been reported in writing to and accepted by Portfolio
prior to the Closing Date. A reduction in net assets due to ordinary
shareholder redemption activity will not be deemed to be a material
adverse change.
6.0 Conditions to Obligations of LCF.
The obligations of LCF to consummate the transactions provided
for herein shall be subject to the performance by Portfolio of all
obligations to be performed by it hereunder on or before the Closing
Date and, in addition thereto, the following conditions:
6.1 All representations and warranties of Portfolio contained in
this Agreement shall have been true and correct in all material
respects as of the date hereof and except as they may be affected by
the transactions contemplated by this Agreement, shall be true and
correct in all material respects as of the Closing Date with the same
force and effect as if made on and as of the Closing Date;
6.2 Portfolio shall have delivered to LCF a certificate executed
in Portfolio's name by the President and Treasurer of Vintage, in a
form reasonably satisfactory to LCF and dated as of the Closing Date,
to the effect that the representations and warranties of Portfolio
made in this Agreement are true and correct at and as of the Closing
Date, except as they may be affected by the transactions contemplated
by this Agreement, and as to such other matters as LCF shall
reasonably request;
6.3 Portfolio shall have delivered to LCF copies of the
Declaration of Trust, By-laws and other Trust documents of Vintage, as
currently in effect, together with copies of the resolutions adopted
by the Board of Trustees of Vintage authorizing the execution of this
Agreement and the transactions contemplated herein, in each case
certified by the Secretary or Assistant Secretary of Vintage;
6.4 Portfolio shall have delivered to LCF a certificate of the
Secretary or Assistant Secretary of Vintage as to the signatures and
incumbency of its officers who executed this Agreement on behalf of
Vintage and Portfolio, and any other documents delivered in connection
with the transactions contemplated herein on behalf of Portfolio.
6.5 Between the date hereof and the Closing Date, Portfolio
shall have provided LCF and its representatives reasonable access
during regular business hours and upon reasonable notice to the books
and records of Portfolio, as LCF may reasonably request. All such
information obtained by LCF and its representatives shall be held in
confidence and may not be used for any purpose other than in
connection with the transaction contemplated herein. In the event
that the transaction contemplated by this Agreement is not
consummated, LCF and its representatives will promptly return to
Portfolio all documents and copies thereof with respect to Portfolio
obtained during the course of such investigation;
6.6 Portfolio shall have delivered to Portfolio, pursuant to
paragraph 5.1(i), copies of the most recent financial statements of
Portfolio certified by Price Waterhouse, Portfolio's accountants;
6.7 All proceedings taken by Portfolio in connection with the
transactions contemplated by this Agreement and all documents
incidental thereto shall be reasonably satisfactory in form and
substance to LCF.
7.0 Conditions to Obligations of Portfolio.
The obligations of Portfolio to complete the transactions
provided for herein shall be subject to the performance by LCF of all
the obligations to be performed by it hereunder on or before the
Closing Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of LCF and Laidlaw
contained in this Agreement shall be true and correct in all material
respects as of the date hereof and, except as they may be affected by
the transactions contemplated by this Agreement, as of the Closing
Date with the same force and effect as if made on and as of the
Closing Date;
7.2 LCF shall have delivered to Portfolio a statement of LCF's
assets and its liabilities, together with a list of the LCF's
securities and other assets showing the respective adjusted bases and
holding periods thereof for income tax purposes, as of the Valuation
Date, certified by the Treasurer of LCF;
7.3 LCF shall have delivered to Portfolio at the Closing a
certificate executed in LCF's name by the President and the Treasurer
of LCF, in form and substance satisfactory to Portfolio and dated as
of the Closing Date, to effect that the representations and warranties
of LCF made in this Agreement are true and correct at and as of the
Closing Date, except as they may be affected by the transactions
contemplated by this Agreement, and as such other matters as Portfolio
shall reasonably request;
7.4 LCF shall have delivered to Portfolio copies of its
Declaration of Trust, Code of Regulations and other Trust documents,
as currently in effect, together with copies of the resolutions
adopted by the Board of Trustees of LCF and by its shareholders
authorizing the execution of this Agreement by LCF and the
transactions contemplated herein, certified in each case by the
Secretary or Assistant Secretary of LCF;
7.5 LCF shall have delivered to Portfolio a certificate of the
Secretary or Assistant Secretary of LCF as to the signatures and
incumbency of it officers who executed this Agreement on behalf of LCF
and any other documents delivered in connection with the transactions
contemplated herein on behalf of LCF;
7.6 Between the date hereof and the Closing Date, LCF shall have
provided Portfolio and its representatives reasonable access during
regular business hours and upon reasonable notice to the books and
records of LCF, as Portfolio may reasonably request. All such
information obtained by Portfolio and its representatives shall be
held in confidence and may not be used for any purpose other than in
connection with the transaction contemplated herein. In the event
that the transaction contemplated by this Agreement is not
consummated, Portfolio and its representatives will promptly return to
LCF all documents and copies thereof with respect to LCF obtained
during the course of such investigation;
7.7 LCF shall have delivered to Portfolio, pursuant to paragraph
5.2(g), copies of financial statements of LCF for the fiscal year
ended December 31, 1995, certified by Coopers & Lybrand, LCF's
independent accountants;
7.8 On the Closing Date, LCF Assets shall include no assets that
Portfolio, by reason of charter limitations or otherwise, may not
properly receive; and
7.9 All proceedings taken by LCF in connection with the
transactions contemplated by this Agreement and all documents
incidental thereto shall be reasonably satisfactory in form and
substance to Portfolio.
8.0 Further Conditions Precedent to Obligations of LCF and Portfolio.
The obligations of LCF and Portfolio are each subject to the
further conditions that on or before the Closing Date:
8.1 This Agreement and the transactions contemplated herein
shall have been approved by the requisite vote of the holders of the
outstanding LCF Shares and certified copies of the resolutions
evidencing such approvals shall have been delivered to Portfolio;
8.2 On the Closing Date, no action, suit or other proceeding
shall be pending before any court or governmental agency in which it
is sought to restrain or prohibit, or obtain damages or other relief
in connection with this Agreement or the transactions contemplated
herein;
8.3 All consents of other parties and all other consents, orders
and permits of Federal, state and local regulatory authorities
(including those of the Securities and Exchange Commission and of
state securities authorities) deemed necessary by Portfolio or LCF to
permit the consummation, in all material respects, of the transactions
contemplated herein shall have been obtained, except where failure to
obtain any such consent, order or permit would not involve risk or a
material adverse effect on the assets or properties of Portfolio or
LCF;
8.4 The Registration Statement shall have become effective under
the 1933 Act, no stop orders suspending the effectiveness thereof
shall have been issued and, to the best knowledge of the parties
hereto, no investigation or proceeding for that purpose shall have
been instituted or be pending, threatened or contemplated under the
1933 Act;
8.5 LCF shall have declared and paid a dividend or dividends
and/or other distributions that, together with all previous such
dividends or distributions, shall have the effect of distributing to
LCF's shareholders all of LCF's investment company taxable income
(computed without regard to any deduction for dividends paid) and all
of it net capital gain (after reduction for any capital loss carry-
forward and computed without regard to any deduction for dividends
paid) for all taxable years ending or before the Closing Date; and
8.6 The parties shall have received a favorable opinion of
Brown, Cummins & Brown Co., L.P.A. (based upon such representations as
such law firm shall reasonably request), addressed to Portfolio and
LCF, which opinion may be relied upon by the shareholders of LCF that,
for Federal income tax purposes:
(a) .The transfer of all of the LCF Assets in exchange for
the Portfolio Shares and the assumption by Portfolio of certain
identified liabilities of LCF followed by the distribution by LCF of
the Portfolio Shares to LCF's shareholders in exchange for their LCF
Shares will constitute a "reorganization" within the meaning of
Section 368 (a) (1) of the Code, and LCF and Portfolio will each be a
"party to a reorganization" within the meaning of Section 368 (b) of
the Code, and that the transaction contemplated herein qualifies as a
tax-free reorganization under Section 368 (a) (1) of the Internal
Revenue Code of 1986;
(b) .No gain or loss will be recognized by LCF or Portfolio
on the transfer of the LCF Assets to Portfolio solely in exchange for
the Portfolio Shares and the assumption by Portfolio of the identified
liabilities of LCF;
(c) .No gain or loss will be recognized by LCF's
shareholders upon the exchange of the LCF Shares for the Portfolio
Shares and no gain or loss will be recognized by LCF on the
distribution of the Portfolio Shares to LCF's shareholders in exchange
for their LCF Shares;
(d) .The aggregate tax basis for the Portfolio Shares
received by each LCF shareholder pursuant to the reorganization will
be the same as the aggregate tax basis of the LCF Shares held by each
such LCF shareholder immediately prior to the reorganization;
(e) .The holding period of the Portfolio Shares to be
received by each LCF shareholder will include the period during which
the LCF shares surrendered in exchange therefor were held (provided
such LCF Shares were held as capital assets on the date of the
Reorganization);
(f) .The tax basis of the LCF Assets attained by Portfolio
will be the same as the tax basis of the LCF Assets to LCF immediately
prior to the Reorganization; and
(g) .The holding period of the LCF Assets in the hands of
Portfolio will include the period during which those assets were held
by LCF.
Notwithstanding anything herein to the contrary, neither
Portfolio nor LCF may waive the conditions set forth in this paragraph
8.6.
9.0 Brokerage Fees and Expenses.
9.1 Advisers, Portfolio, Laidlaw and LCF each represents and
warrants to the others that there are no brokers or finders entitled
to receive any payments in connection with the transactions provided
for herein.
9.2 (a) .Advisers shall bear all Portfolio expenses incurred in
connection with entering into and carrying out the provisions of this
Agreement, including legal, accounting and federal and state
registration fees and expenses. Laidlaw shall bear all LCF and
Laidlaw expenses incurred in connection with entering into and
carrying out the provisions of this Agreement, including legal and
accounting fees, printing, filing and proxy solicitation expenses and
asset transfer taxes (if any) incurred in connection with the
consummation of the transactions contemplated herein. Notwithstanding
the foregoing, any legal fees and expenses of Brown, Cummins & Brown
Co., L.P.A. related to the preparation and filing of the Registration
Statement on Form N-14 shall be borne by Laidlaw up to an amount of
$25,000 and shall not be borne by LCF, Portfolio or Advisers, except
that Advisers shall bear any legal fees and expenses of Brown, Cummins
& Brown Co., L.P.A. related to the preparation and filing of the
Registration Statement on Form N-14 that exceed the $25,000 limit
borne by Laidlaw.
(b) .In the event the transactions contemplated herein are
not consummated by reason of LCF's being either unwilling or unable to
go forward (other than by reason of nonfulfillment or failure of any
condition to LCF's obligations specified in the Agreement), this
Agreement shall terminate and LCF's only obligation hereunder shall
be to reimburse Portfolio for all reasonable out of pocket fees and
expenses incurred by Portfolio in connection with those transactions,
including legal, accounting and filing fees.
(c) .In the event the transactions contemplated herein are
not consummated by reason of Portfolio's being either unwilling or
unable to go forward (other than by reason of the nonfulfillment or
failure of any condition to Portfolio's obligations specified in the
Agreement), this Agreement shall terminate and Portfolio's only
obligation hereunder shall be to reimburse LCF for all reasonable out-
of-pocket fees and expenses incurred by LCF in connection with those
transactions including legal, accounting and filing fees, and to
comply with the provisions of paragraph 7.6 herein.
10. Entire Agreement: Survival of Warranties.
10.1 Portfolio, LCF, Laidlaw, Advisers and Vintage agree that no
party has made any representation, warranty or covenant not set forth
herein and that this Agreement constitutes the entire agreement
between the parties.
11. Termination.
11.1 In addition to termination pursuant to paragraph 9.2(b) or
9.2(c), this Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to the Closing,
whether before or after action thereon by the shareholders of LCF and
notwithstanding favorable action by such shareholders:
(a) .by the mutual consent of the Board of Trustees of
Vintage and the Board of Trustees of LCF;
(b) .by either Portfolio or LCF by notice to the other,
without liability to the terminating party on account of such
termination (providing the terminating party is not otherwise in
default or in breach of this Agreement) if the Closing shall not have
occurred on or before December 31, 1996, or if later, two business
days after the date of any LCF Shareholders meeting called for the
purpose of approving this Agreement which was convened prior to
December 31, 1996 but adjourned to a date after; or
(c) .by either Portfolio or LCF, in writing without
liability to the terminating party on account of such termination
(provided the terminating party is not otherwise in default or breach
of this Agreement), if (i) the other party shall fail to perform in
any material respect its agreements contained herein required to be
performed prior to the Closing Date, (ii) the other party materially
breaches or shall have materially breached any of its representations,
warranties or covenants contained herein, (iii) LCF shareholders fail
to approve this Agreement at any meeting called for such purpose at
which a quorum was present or (iv) any other condition herein
expressed to be precedent to the obligations of the terminating party
has not been met and it reasonably appears that it will not or cannot
be met.
11.2 (a) .Termination of this Agreement pursuant to paragraphs
11.1(a) or (b) shall terminate all obligations of the parties
hereunder (other than Portfolio's obligations under paragraph 7.6) and
there shall be no liability for damages on the part of Portfolio, LCF,
Advisers or Laidlaw or the directors/trustees or officers of
Portfolio, LCF, Laidlaw or Vintage, or to any other party or its
directors/trustees or officers.
(b) .Termination of this Agreement pursuant to paragraph
11.1(c) shall terminate all obligations of the parties hereunder
(other than Portfolio's obligations under paragraph 7.6) and there
shall be no liability for damages on the part of Portfolio, LCF,
Laidlaw, Advisers or Vintage, or directors/trustees or officers of
Portfolio, LCF, Laidlaw, Advisers or Vintage, to any other party or
its directors/trustees or officers, except that any party in breach of
this Agreement shall, upon demand, reimburse the non-breaching party
or parties for all reasonable out-of-pocket fees and expenses incurred
in connection with the transactions contemplated by this Agreement,
including legal, accounting and filing fees.
(c) .Notwithstanding the foregoing, the parties may extend
any dates herein upon the unanimous written consent of all of the
parties hereto.
12. Amendments.
This Agreement may be amended, modified or supplemented in such a
manner as may be mutually agreed upon in writing by the authorized
officers of Portfolio, LCF, Laidlaw and Vintage; provided, however,
that following the meeting of the LCF shareholders called by LCF
pursuant to paragraph 4.3, no such amendment may have the effect of
changing the provisions for determining the number of the Portfolio
Shares to be issued to the LCF shareholders under this Agreement to
the detriment of such shareholders without their further approval.
Furthermore, after the aforementioned approval by the LCF
shareholders, no amendment may be made with respect to this Agreement
which in the opinion of LCF's Board of Trustees materially adversely
affects the interests of the shareholders of LCF.
At any time either party hereto may, by written instrument by it
(i) waive any inaccuracies in the representations and warranties made
to it contained herein and (ii) waive compliance with any of the
covenants or conditions made for its benefit contained herein.
13. Indemnification.
13.1 Portfolio will indemnify and hold harmless Laidlaw, its
directors, officers and shareholders against any and all claims to the
extent that such claims are based upon, arise out of or relate to any
untruthful or inaccurate representation made by Portfolio in this
Agreement or any breach by Portfolio of any warranty or any failure to
perform or comply with any of its obligations, covenants conditions or
agreements set forth in this Agreement.
13.2 Laidlaw will indemnify and hold harmless Portfolio, Vintage
and Advisers, their directors/trustees, officers and shareholders
against any and all claims to the extent that such claims are based
upon, arise out of or relate to any untruthful or inaccurate
representation made by Laidlaw or LCF in this Agreement or any breach
by Laidlaw or LCF of any warranty or any failure to perform or comply
with any of its obligations, covenants conditions or agreements set
forth in this Agreement.
13.3 Advisers will indemnify and hold harmless Laidlaw, its
directors, officers and shareholders against any and all claims to the
extent that such claims are based upon, arise out of or relate to any
untruthful or inaccurate representation made by Advisers in this
Agreement or any breach by Advisers of any warranty or any failure to
perform or comply with any of its obligations, covenants conditions or
agreements set forth in this Agreement.
13.4 As used in this section 13, the word "claim" shall mean any
and all liabilities, obligations, losses, damages, deficiencies,
demands, claims, penalties, assessments, judgments, actions,
proceedings and suits of whatever kind and nature and all costs and
expenses (including, without limitation, reasonable attorney's fees
and expenses and cost of settlement ).
13.5 Laidlaw will indemnify and hold harmless Portfolio, Vintage
and their respective trustees, officers and shareholders against any
and all claims with respect to any actions, inactions, activities or
any other matters occurring prior to the Closing which in any way
relate to LCF.
13.6 Promptly after receipt by any party (the "Indemnified
Party") of notice of any claim by a third party which may give rise to
indemnification hereunder, the Indemnified Party shall notify the
party against whom a Claim for indemnification may be made hereunder
(the "Indemnifying Party"), in reasonable detail of the nature and
amount of the claim. The Indemnifying Party shall be entitled to
assume, at its sole cost and expense (unless it is subsequently
determined that the Indemnifying Party did not have the obligation to
indemnify the Indemnified party under such circumstances), in which
case the Indemnified party shall bear all costs and expenses relating
to such claim and shall reimburse the Indemnifying Party for any such
costs and expenses, and shall have sole control of the defense and
settlement of such action or claim; provided, however, that:
. . .(a). the Indemnified Party shall be entitled to
participate in the defense of such claim and , in connection
therewith, to employ counsel at its own expense; and
. . .(b). Without the prior written consent of the
Indemnified Party which shall not be unreasonably withheld, the
Indemnifying Party shall not consent to the entry of any judgment or
enter into any settlement that requires any action other than the
payment of money.
In the event the Indemnifying Party elects to assume control of
the defense of any action in accordance with the foregoing provisions,
(i) the Indemnifying Party shall not be liable to Indemnified Party
for any legal fees, costs and expenses incurred by the Indemnified
Party in connection with the defense thereof arising after the date
the Indemnifying Party elects to assume control of such defenses and
(ii) the Indemnified Party shall fully cooperate with the Indemnifying
Party in such defense. If the Indemnifying Party does not assume
control of the defense of such claim in accordance with the foregoing
provisions (except when it is subsequently determined that the
Indemnifying Party did not have the obligation to indemnify), the
Indemnified Party shall have the right to defend such claim, in which
case the Indemnifying Party shall pay all reasonable costs and
expenses of such defenses plus interest on the cost of defense from
the date paid at a rate equal to the prime rate of interest as in
effect from time to time at Citibank, N.A.. The Indemnified Party
shall conduct such defense in good faith and shall have the right to
settle the matter with the prior written consent of the Indemnifying
Party which shall not be unreasonably withheld.
14. Notices.
Any notice, report, statement or demand required or permitted by
any provisions of this Agreement shall be in writing and shall be
given by prepaid telegraph, telecopy, certified mail or overnight
express courier addressed to Portfolio and LCF as follows:
If to Portfolio,
Advisers or Vintage:. . . . . . . .If to LCF or Laidlaw:
Vintage Advisers, Inc.. . . . .Laidlaw Holdings Asset
429 North Pennsylvania Street . . .Management, Inc.
Indianapolis, Indiana 46204 . . . .100 Park Avenue. . .
Attention: Timothy L. Ashburn. . .New York, N.Y. 10017
Attention: Chuck Provini
with a copy to: . . . . . . . . . .with a copy to:
Donald S. Mendelsohn, Esquire . . .Joseph V. DelRaso, Esquire
Brown, Cummins & Brown Co., L.P.A..Stradley, Ronon, Stevens & Young
3500 Carew Tower, 441 Vine Street .2600 One Commerce Square
Cincinnati, Ohio 45202 . . . . . .Philadelphia, Pa. 19103
15. Headings: Counterparts: Governing Law: Assignment,
Limitation of Liability.
15.1 The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.
15.2 This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
15.3 This Agreement shall be governed by and construed in
accordance with the laws of the State of Indiana.
15.4 This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, but no
assignment or transfer hereof or of any rights or obligations
hereunder shall be made by any party without the written consent of
the other parties. Nothing herein expressed or implied is intended or
shall be construed to confer upon or give any person, entity, firm or
corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of
this Agreement, except that, the persons designated in paragraphs
13.1, 13.2, 13.3, 13.4 and 13.5 hereof shall be entitled to the
benefits and may enforce the provisions of section 13 hereof.
15.5 The agreements, covenants, representations, warranties,
obligations and liabilities of Portfolio hereunder are solely those of
Portfolio and Vintage, acting on behalf of Portfolio. None of the
shareholders, nominees, officers, trustees, agents or employees of
Portfolio or Vintage shall be personally bound by or liable under this
Agreement nor shall resort be had to their private property for the
satisfaction of any obligation or claim hereunder. The execution and
delivery of this Agreement by Portfolio and Vintage have been
authorized by the trustees of Vintage under the Declaration of Trust
of Vintage and signed by authorized officers of Vintage acting as
such, and neither such authorization by such trustees nor such
execution and delivery by such officers shall be deemed have been made
by them individually or to impose any liability on any of them
personally. Any obligations or claim relating to the assets of
Portfolio shall not be satisfied by assets of any class of shares of
Vintage other than Portfolio.
15.6 The obligations and liabilities of LCF hereunder are solely
those of LCF. None of the shareholders, nominees, officers, trustees,
agents or employees of LCF shall be personally bound by or liable
under this Agreement nor shall resort be had to their private property
for the satisfaction of any obligation or claim hereunder. The
execution and delivery of this Agreement have been authorized by the
trustees of LCF under the Declaration of Trust of LCF and signed by
authorized officers of LCF acting as such, and neither such
authorization by such trustees nor such execution and delivery by such
officers shall be deemed have been made by them individually or to
impose any liability on any of them personally. Any obligations or
claim relating to the assets of LCF shall not be satisfied by assets
of any portfolio of LCF other than that of LCF.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by its duly authorized officers as of the date first
written above.
. . . . . . . . . . THE VINTAGE FUNDS, acting on behalf of
THE LAIDLAW COVENANT FUND . . . . .FIDUCIARY VALUE FUND
By: /s/ C. R. Provini . . . . . . .By:/s/ Timothy L. Ashburn
LAIDLAW HOLDINGS ASSET. . . . . . .VINTAGE ADVISERS,INC.
MANAGEMENT, INC.
By: /s/ C. R. Provini . . . . . . .By: /s/ Timothy L. Ashburn
. . . . . . . . . . . . .UNIFIED ADVISERS, INC. (for
purposes of Schedule 5.2 only)
. . . . . . . . . . . . .By:/s/ Timothy L. Ashburn<PAGE>
SCHEDULE 1.3 (d)
None
<PAGE>
SCHEDULE 4.9
Advisers, the Sub-Adviser and Laidlaw shall enter into a
consulting agreement, terminable on at least 60 days' prior written
notice by any party, pursuant to which Laidlaw shall provide the Sub-
Adviser with a list of 200 "socially conscious" companies (the "List")
for purposes of possible investment on behalf of Portfolio. Laidlaw
shall update the List at least on a quarterly basis, and more
frequently if necessary to eliminate companies which no longer qualify
as "socially conscious". For this purpose, "socially conscious"
companies shall be chosen by Laidlaw from the 1,000 largest U.S.
corporations on the basis of their responsible behavior, after
consideration of such issues as customer, community, employee,
competitor, supplier and shareholder relations, environmental and
social issues. The Sub-Adviser shall not be obligated to select any
securities for Portfolio from the List and, subject to the supervision
of Advisers, shall perform all investment advisory services to
Portfolio. Laidlaw shall not provide investment advisory services to
Portfolio. For its consulting services with respect to the List,
Laidlaw shall be paid by Advisers a fee on a quarterly basis equal to
18 basis points (.18%) of the average daily net assets of Portfolio.
CONSENT OF INDEPENDENT ACCOUNTANTS
______________________________
We consent to the incorporation by reference in the registration
statement of The Vintage Funds on Form N-14 (File No. 33-89078) of our report
dated February 26, 1996, on our audit of the financial statements of The
Laidlaw Covenant Fund as of and for the year ended December 31, 1995,
included in the Annual Report to Shareholders. We also consent to the
reference to our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Indianapolis, Indiana
October 2, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE VINTAGE FUNDS, a business trust organized under the
laws of the State of Indiana (hereinafter referred to as the "Trust"),
proposes to file a Registration Statement on Form N-14 with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended; and
NOW, THEREFORE, the Trust hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, its attorney
for it and in its name, place and stead, to execute and file such
Registration Statement and any and all amendments thereto (including
pre-effective and post-effective amendments), hereby giving and
granting to said attorney full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as
it might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorney may or shall
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 26th day of September, 1996.
ATTEST: THE VINTAGE FUNDS
/s/Lynn E. Wood By:/s/Timothy L. Ashburn
Lynn E. Wood, Secretary Timothy L. Ashburn, President
STATE OF INDIANA )
) ss:
COUNTY OF MARION )
Before me, a Notary Public, in and for said county and state,
personally appeared Timothy L. Ashburn, President and Lynn E. Wood,
Secretary, who represented that they are duly authorized in the
premises, and who are known to me to be the persons described in and
who executed the foregoing instrument, and they acknowledged to me
that they executed and delivered the same for the purposes therein
expressed.
WITNESS my hand and official seal this 26TH day of September,
1996.
/s/Carol J. Highsmith
Carol J. Highsmith
Notary Public<PAGE>
CERTIFICATE
The undersigned, Secretary of THE VINTAGE FUNDS, hereby certifies
that the following resolution was duly adopted by a majority of the
Board of Trustees by Action by Unanimous Consent of Trustees dated
September 27th, 1996, and is in full force and effect:
"WHEREAS, THE VINTAGE FUNDS, a business trust organized
under the laws of the State of Indiana (hereinafter referred
to as the "Trust"), proposes to file a Registration
Statement on Form N-14 with the Securities and Exchange
Commission under the provisions of the Securities Act of
1933, as amended;
NOW, THEREFORE, the Trust hereby constitutes and appoints
JAMES R. CUMMINS and DONALD S. MENDELSOHN, and each of them,
its attorneys for it and in its name, place and stead, to
execute and file such Registration Statement and any and all
amendments thereto (including pre-effective and post-
effective amendments), hereby giving and granting to said
attorneys full power and authority to do and perform all and
every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and
purposes as it might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that
said attorneys may or shall lawfully do or cause to be done
by virtue hereof."
Dated: September 26, 1996
/s/Lynn E. Wood
Lynn E. Wood, Secretary
THE VINTAGE FUNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE VINTAGE FUNDS, a business trust organized under the
laws of the State of Indiana (hereinafter referred to as the "Trust"),
proposes to file a Registration Statement on Form N-14 with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended; and
WHEREAS, the undersigned is a Trustee and officer of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
JAMES R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his
attorneys for him and in his name, place and stead, and in his office
and capacity in the Trust, to execute and file such Registration
Statement and any and all amendments thereto (including pre-effective
and post-effective amendments), hereby giving and granting to said
attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could
do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 26th day of September, 1996.
/s/Timothy L. Ashburn
TIMOTHY L. ASHBURN, Trustee and
President
STATE OF INDIANA )
) ss:
COUNTY OF MARION )
Before me, a Notary Public, in and for said county and state,
personally appeared TIMOTHY L. ASHBURN, known to me to be the person
described in and who executed the foregoing instrument, and who
acknowledged to me that he executed and delivered the same for the
purposes therein expressed.
WITNESS my hand and official seal this 26TH day of September,
1996.
/s/Carol J. Highsmith
Carol J. Highsmith
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE VINTAGE FUNDS, a business trust organized under the
laws of the State of Indiana (hereinafter referred to as the "Trust"),
proposes to file a Registration Statement on Form N-14 with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended; and
WHEREAS, the undersigned is an Officer of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
JAMES R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his
attorneys for him and in his name, place and stead, and in his office
and capacity in the Trust, to execute and file such Registration
Statement and any and all amendments thereto (including pre-effective
and post-effective amendments), hereby giving and granting to said
attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could
do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 30th day of September, 1996.
/s/Thomas G. Napurano
THOMAS G. NAPURANO, Treasurer
STATE OF INDIANA )
) ss:
COUNTY OF MARION )
Before me, a Notary Public, in and for said county and state,
personally appeared THOMAS G. NAPURANO, known to me to be the person
described in and who executed the foregoing instrument, and who
acknowledged to me that he executed and delivered the same for the
purposes therein expressed.
WITNESS my hand and official seal this 30TH day of September,
1996.
/s/Carol J. Highsmith
Carol J. Highsmith
Notary Public<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE VINTAGE FUNDS a business trust organized under the
laws of the State of Indiana (hereinafter referred to as the "Trust"),
proposes to file a Registration Statement and Form N-14 with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
JAMES R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his
attorneys for him and in his name, place and stead, and in his office
and capacity in the Trust, to execute and file such Registration
Statement and any and all amendments thereto (including pre-effective
and post-effective amendments), hereby giving and granting to said
attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could
do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 30th day of September, 1996.
/s/ Charles H. Binger
CHARLES H. BINGER, Trustee
STATE OF MISSOURI )
) ss:
COUNTY OF ST. LOUIS )
Before me, a Notary Public, in and for said county and state,
personally appeared CHARLES H. BINGER, known to me to be the person
described in and who executed the foregoing instrument, and who
acknowledged to me that he executed and delivered the same for the
purposes therein expressed.
WITNESS my hand and official seal this 30th day of September,
1996.
/s/ Jack Tidwell
Notary Public<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE VINTAGE FUNDS, a business trust organized under the
laws of the State of Indiana (hereinafter referred to as the "Trust"),
proposes to file a Registration Statement on Form N-14 with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
JAMES R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his
attorneys for him and in his name, place and stead, and in his office
and capacity in the Trust, to execute and file such Registration
Statement and any and all amendments thereto (including pre-effective
and post-effective amendments), hereby giving and granting to said
attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could
do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 28th day of September, 1996.
/s/ Daniel J. Condon
DANIEL J. CONDON, Trustee
STATE OF KENTUCKY )
) ss:
COUNTY OF SCOTT )
Before me, a Notary Public, in and for said county and state,
personally appeared DANIEL J. CONDON, known to me to be the person
described in and who executed the foregoing instrument, and who
acknowledged to me that he executed and delivered the same for the
purposes therein expressed.
WITNESS my hand and official seal this 28th day of September,
1996.
/s/ Jackie A. Grant
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE VINTAGE FUNDS, a business trust organized under the
laws of the State of Indiana (hereinafter referred to as the "Trust"),
proposes to file a Registration Statement on Form N-14 with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
JAMES R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his
attorneys for him and in his name, place and stead, and in his office
and capacity in the Trust, to execute and file such Registration
Statement and any and all amendments thereto (including pre-effective
and post-effective amendments), hereby giving and granting to said
attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could
do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 27th day of September, 1996.
/s/ P. L. Conover
PHILIP L. CONOVER, Trustee
STATE OF FLORIDA )
) ss:
COUNTY OF SARASOTA )
Before me, a Notary Public, in and for said county and state,
personally appeared PHILIP L. CONOVER, known to me to be the person
described in and who executed the foregoing instrument, and who
acknowledged to me that he executed and delivered the same for the
purposes therein expressed.
WITNESS my hand and official seal this 30th day of September,
1996.
/s/ Brenda L. Hershey
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE VINTAGE FUNDS a business trust organized under the
laws of the State of Indiana (hereinafter referred to as the "Trust"),
proposes to file a Registration Statement on Form N-14 with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
JAMES R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his
attorneys for him and in his name, place and stead, and in his office
and capacity in the Trust, to execute and file such Registration
Statement and any and all amendments thereto (including pre-effective
and post-effective amendments), hereby giving and granting to said
attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could
do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 27th day of September, 1996.
/s/Jack R. Orben
JACK R. ORBEN, Trustee
STATE OF NEW YORK )
) ss:
COUNTY OF WESTCHESTER )
Before me, a Notary Public, in and for said county and state,
personally appeared JACK R. ORBEN, known to me to be the person
described in and who executed the foregoing instrument, and who
acknowledged to me that he executed and delivered the same for the
purposes therein expressed.
WITNESS my hand and official seal this 27th day of September,
1996.
/s/ J. Brian Hansbury
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE VINTAGE FUNDS, a business trust organized under the
laws of the State of Indiana (hereinafter referred to as the "Trust"),
proposes to file a Registration Statement on Form N-14 with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
JAMES R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his
attorneys for him and in his name, place and stead, and in his office
and capacity in the Trust, to execute and file such Registration
Statement and any and all amendments thereto (including pre-effective
and post-effective amendments), hereby giving and granting to said
attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could
do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 27th day of September, 1996.
/s/ David E. LaBelle
DAVID E. LaBELLE, Trustee
STATE OF TEXAS )
) ss:
COUNTY OF DALLAS )
Before me, a Notary Public, in and for said county and state,
personally appeared DAVID E. LaBELLE, known to me to be the person
described in and who executed the foregoing instrument, and who
acknowledged to me that he executed and delivered the same for the
purposes therein expressed.
WITNESS my hand and official seal this 27th day of September,
1996.
/s/ Betty C. Cassato
Notary Public
As filed with the Securities and Exchange Commission on February 3, 1995
1933 Act Registration No. 33-89078
1940 Act Registration No. 811-8968
_____________________________________________________________________________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 . . . . . . . . . [X]
Pre-Effective Amendment No. ____ . . . . . . . . . . . . . . . . . . . . [ ]
Post Effective Amendment No. ___ . . . . . . . . . . . . . . . . . . . . [ ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [X]
Amendment No. ____ . . . . . . . . . . . . . . . . . . . . . . . . . . . [ ]
THE VINTAGE FUNDS
(Exact Name of Registrant as Specified in Charter)
429 North Pennsylvania Street
Indianapolis, Indiana 46204
(Address of Principal Executive Offices)
(800) 862-7283
(Registrant's Telephone Number)
Timothy L. Ashburn
Unified Advisers, Inc.
429 North Pennsylvania Street
Indianapolis, Indiana 46204
(Name and Address of Agent for Service)
_______
Approximate Date of Proposed Public Offering: As soon as possible after the
effectiveness of the
Registration Statement
Copies to:
J. Jeffrey Brown, Esq.
Baker & Daniels
300 North Meridian Street
Suite 2700
Indianapolis, Indiana 46204
Pursuant to the provisions of Rule 24f-2 under the Investment Company Act of
1940, the Registrant hereby elects to register an indifinite number of shares
of each series of its shares: The Starwood Strategic Fund, The Aggressive
Growth Fund, The Fiduciary Value Fund, The Asset Allocation Fund, The Taxable
Fixed Income Fund, The Tax-Free Fixed Income Fund, The Taxable Money Market
Fund and The Tax-Free Money Market Fund.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission acting pursuant to said
Section 8(a), may determine.
PROXY
THE LAIDLAW COVENANT FUND
Special Meeting of Shareholders - December __, 1996
The undersigned hereby appoints as proxies _______________________ and
______________________ and each of them (with power of substitution) to
vote for the undersigned all shares of beneficial interest in The Laidlaw
Covenant Fund owned by the undersigned at the aforesaid meeting and any
adjournment thereof with all the power the undersigned would have if
personally present. The shares represented by this proxy will be voted as
instructed. Unless indicated to the contrary, this proxy shall be deemed
to indicate authority to vote "FOR" all proposals. This proxy is solicited
on behalf of the Board of Trustees of The Laidlaw Covenant Fund.
YOUR VOTE IS IMPORTANT
Please date and sign this proxy on the reverse side and return it in the
enclosed envelope to Unified Advisers, Inc., 429 N. Pennsylvania Street,
Indianapolis, Indiana 46204.
This proxy will not be voted unless it is dated and signed exactly as
instructed below.
Sign exactly as name appears hereon.
If the shares are held
jointly, each Shareholder
named should sign. If only
one signs, his or her
signature will be binding.
If the Shareholder is a
corporation, the President
or Vice President should
sign in his or her own
name, indicating title. If
the shareholder is a
partnership, a partner
__________________ should sign in his or her
own name, indicating that
_________________ Date _______, 1996 he or she is a "Partner."
<PAGE>
Please indicate your vote by an "X" in the appropriate box below.
The board of trustees recommends a vote "FOR"
1. Approval of an Agreement and Plan of Reorganization under which
Fiduciary Value Fund, a series of The Vintage Funds, would acquire the
assets of The Laidlaw Covenant Fund in exchange solely for shares of
beneficial interest in Fiduciary Value Fund and the assumption by Fiduciary
Value Fund of The Laidlaw Covenant Fund's liabilities, followed by the
distribution of those shares to the shareholders of The Laidlaw Covenant
Fund and the termination of that Fund.
FOR _______ AGAINST _______ ABSTAIN _______
Please sign and date the reverse side of this card
