CROSS-REFERENCE SHEET
Explanatory Note: The Registrant is a "series" company. This Registration
Statement relates to all eight series of the Registrant's shares: The Starwood
Strategic Fund, The Aggressive Growth Fund, The Fiduciary Value Fund, The
Asset Allocation Fund, The Taxable Fixed Income Fund, The Municipal Fixed
Income Fund, The Taxable Money Market Fund and The Tax-Free Money Market
Fund. All of the Funds' shares are offered pursuant to a combined Prospectus
(the "Combined Prospectus") and a combined Statement of Additional
Information. In addition, the shares of The Taxable Money Market Fund and
The Tax-Free Money Market Fund are offered pursuant to a separate Prospectus
for those Funds only (the "Money Market Fund Prospectus"). Both the Combined
Prospectus and the Money Market Fund Prospectus are included in Part A of
this Post-Effective Amendment. The Prospectus headings below refer to the
headings in the Combined Prospectus; the Prospectus headings in the Money
Market Fund Prospectus are substantially identical.
PART A. INFORMATION REQUIRED IN THE PROSPECTUS.
Item in Form N-1A Prospectus Heading
Item 1. Cover Page . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . .. . . . . Summary of Fund Expenses;
Highlights; Certain Risk
Factors
Item 3. Condensed Financial Information . . Financial Highlights;
Performance Information
Item 4. General Description of Registrant . Highlights; Investment
Objectives and Policies;
Certain Investments and
Investment Techniques;
General Information;
Supplement to Prospectus
Item 5. Management of the Fund . . . . . . . The Trust and Its
Management; Expenses
Item 5A. Management's Discussion of Fund . . .Not Applicable
Performance
Item 6. Capital Stock and Other Securities . General Information;
Dividends and Distributions;
Taxes
Item 7. Purchase of Securities Being. . . . How to Buy Shares;
Offered Shareholder Services; Net
Asset Value; The Trust and
its Management
Item 8. Redemption or Repurchase . . . . . . How to Redeem Shares;
Exchange Privilege
Item 9. Pending Legal Proceedings . . . . . .Not Applicable
PART B. INFORMATION REQUIRED IN THE STATEMENT OF ADDITIONAL
INFORMATION.
Item in Form N-1A Statement Heading
Item 10. Cover Page . . . . . . . . . . . . . . . . Cover Page
Item 11. Table of Contents . . . . . . . . . . . . . .Table of Contents
Item 12. General Information and History . . . . . . .Information About the
Trust
Item 13. Investment Objectives and Policies . . . . . Investment Objectives
and Policies; Types of
Investments and
Investment Techniques;
Investment Limitations
Item 14. Management of the Fund . . . . . . . . . . . Management of the Trust
Item 15. Control Persons and Principal Holders
of Securities . . . . . . . . .. . . . . . . Management of the Trust
Item 16. Investment Advisory and Other Services . . . Investment Advisory
Arrangements;
Distribution
Arrangements;
Administrative
Services Arrangements;
Custodian, Transfer
Agent, Fund Accounting
Agent, Independent
Accountants
Item 17. Brokerage Allocation and Other Practices . . Brokerage
Transactions
Item 18. Capital Stock and Other Securities . . . . . Information About the
Trust
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered . . . . . . . . . . Purchase and
Redemption;
Determination of Net
Asset Value
Item 20. Tax Status . . . . . . . . . . . . . . . . . Tax Status
Item 21. Underwriters . . . . . . . . . . . . . . . Not Applicable
Item 22. Calculation of Performance Data . . . . . . .Performance
Information
Item 23. Financial Statements . . . . . . . . . . . Financial Statements
PART C. OTHER INFORMATION
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of this Registration Statement.
April 17, 1996
THE VINTAGE FUNDS
SUPPLEMENT TO PROSPECTUS
DATED JANUARY 29, 1996
Effective April 17, 1996, The Vintage Funds (the "Trust") authorized
changes to the investment policies and limitations of the Taxable Fixed
Income Fund and the Municipal Fixed Income Fund (the "Fixed Income Funds") to
permit each Fund to invest principally in other mutual funds. Either Fund
may invest up to 25% of its assets in any one mutual fund, and up to 100% of
its assets in other mutual funds in general. Although the Fixed Income Funds
are permitted to invest principally in other mutual funds, they do not
necessarily intend to do so. Neither Fund is required to invest in other
mutual funds at any time.
Each Fixed Income Fund will invest only in other mutual funds that have
an investment objective similar to the Fund's, or that invest primarily in
securities which are permitted investments under the Fund's investment
policies described in the Prospectus. In addition, each Fixed Income Fund
will invest only in other funds that have fundamental investment restrictions
that are substantially no less restrictive than its own. Nevertheless, the
other funds purchased by the Fixed Income Funds likely will have certain
investment policies, and use certain investment practices, that are different
from those of the Funds and not described in the Prospectus. These other
policies and practices may subject the other funds' assets to varying or
greater degrees of risk.
Prior to April 17, 1996, the Aggressive Growth Fund and the Asset
Allocation Fund were authorized to, and had the stated intention to, invest
principally in other mutual funds. As a result of the changes made effective
with this Supplement, the disclosures found in the Prospectus regarding
investments in other mutual funds by the Aggressive Growth Fund and the Asset
Allocation Fund will apply to the Fixed Income Funds, except that the Fixed
Income Funds do not have the stated intention to invest principally in other
mutual funds. To the extent a Fund invests in other mutual funds, the risks
associated with such investments become more significant, and investors
should carefully read "Investment Objectives and Policies --Investments in
Other Mutual Funds" (at pages 17-18 of the Prospectus) and other disclosures
therein relating to investing in other mutual funds (e.g., the last paragraph
under "Summary of Fund Expenses").
The fundamental investment limitations described at pages 19-20 of the
Prospectus were modified by an affirmative vote of a majority of the
shareholders of each of the Fixed Income Funds so that, effective with this
Supplement, each Fixed Income Fund is permitted to invest in other mutual
funds to the same extent as the Aggressive Growth Fund and the Asset
Allocation Fund. The investment limitations listed fourth and sixth on page
19 of the Prospectus have been modified to provide that the exceptions
applicable to the Aggressive Growth Fund and the Asset Allocation Fund are
also applicable to each Fixed Income Fund.
This Supplement, and the Prospectus dated January 29, 1996, contain
information that you should know before investing in any of the Funds and
should be retained for future reference. Additional information, including
information related to the changes in investment policies and limitations, is
included in the Statement of Additional Information dated April 17, 1996.
The Statement of Additional Information has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. It is available
upon request and without charge by calling (800) 408-4682 (1-800-40-VINTAGE).
August 1, 1996
THE VINTAGE FUNDS
SUPPLEMENT TO PROSPECTUS
DATED JANUARY 29, 1996
Effective April 17, 1996, The Vintage Funds (the "Trust") authorized
changes to the investment policies and limitations of the Taxable Fixed
Income Fund and the Municipal Fixed Income Fund (the "Fixed Income Funds") to
permit each Fund to invest principally in other mutual funds. Either Fund
may invest up to 25% of its assets in any one mutual fund, and up to 100% of
its assets in other mutual funds in general. Although the Fixed Income Funds
are permitted to invest principally in other mutual funds, they do not
necessarily intend to do so. Neither Fund is required to invest in other
mutual funds at any time.
Each Fixed Income Fund will invest only in other mutual funds that have
an investment objective similar to the Fund's, or that invest primarily in
securities which are permitted investments under the Fund's investment
policies described in the Prospectus. In addition, each Fixed Income Fund
will invest only in other funds that have fundamental investment
restrictions that are substantially no less restrictive than its own.
Nevertheless, the other funds purchased by the Fixed Income Funds likely will
have certain investment policies, and use certain investment practices, that
are different from those of the Funds and not described in the Prospectus.
These other policies and practices may subject the other funds' assets to
varying or greater degrees of risk.
Prior to April 17, 1996, the Aggressive Growth Fund and the Asset
Allocation Fund were authorized to, and had the stated intention to, invest
principally in other mutual funds. As a result of the changes made effective
with this Supplement, the disclosures found in the Prospectus regarding
investments in other mutual funds by the Aggressive Growth Fund and the Asset
Allocation Fund will apply to the Fixed Income Funds, except that the Fixed
Income Funds do not have the stated intention to invest principally in other
mutual funds. To the extent a Fund invests in other mutual funds, the risks
associated with such investments become more significant, and investors
should carefully read "Investment Objectives and Policies --Investments in
Other Mutual Funds" (at pages 17-18 of the Prospectus) and other disclosures
therein relating to investing in other mutual funds (e.g., the last paragraph
under "Summary of Fund Expenses").
The fundamental investment limitations described at pages 19-20 of the
Prospectus were modified by an affirmative vote of a majority of the
shareholders of each of the Fixed Income Funds so that, effective with this
Supplement, each Fixed Income Fund is permitted to invest in other mutual
funds to the same extent as the Aggressive Growth Fund and the Asset
Allocation Fund. The investment limitations listed fourth and sixth on page
19 of the Prospectus have been modified to provide that the exceptions
applicable to the Aggressive Growth Fund and the Asset Allocation Fund are
also applicable to each Fixed Income Fund.
On May 21, 1996, the Trust authorized a change to the investment
objectives and policies of the Asset Allocation Fund, and the fourth
paragraph of page 12 of the Prospectus is revised to read as follows:
Under normal circumstances, the Fund's assets will be invested in
both stock and bond index funds. The Adviser will purchase stock
index funds which, in its opinion, have the greatest potential for
capital appreciation. The Fund may from time to time invest up to
100% of its assets in any one of the following if, in the judgment
of the Adviser, the Fund has the opportunity of seeking a high
level of capital appreciation or current income without undue risk
to principal: common stock index funds (including individual equity
securities), bond index funds or money market funds. The Adviser
will monitor and adjust its weighing of investments to adapt to
changing market and economic conditions. Distributable income will
fluctuate as the Fund shifts assets among various types of
investments.
This Supplement, and the Prospectus dated January 29, 1996, contain
information that you should know before investing in any of the Funds and
should be retained for future reference. Additional information, including
information related to the changes in investment policies and limitations, is
included in the Statement of Additional Information dated April 17, 1996.
The Statement of Additional Information has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. It is available
upon request and without charge by calling (800) 408-4682 (1-800-40-VINTAGE).
THE VINTAGE FUNDS
STICKER FOR PROSPECTUS DATED JANUARY 29, 1996
To residents of ALABAMA, CONNECTICUT, IOWA, AND MICHIGAN:
Shares of the Taxable Fixed Income Fund and Municipal Fixed Income Fund are
not offered in your state and may not be obtained either by original purchase
or exchange.
THE VINTAGE FUNDS
STICKER FOR PROSPECTUS DATED JANUARY 29, 1996
To residents of DELAWARE, KANSAS, MAINE, MONTANA, NORTH DAKOTA, RHODE ISLAND,
SOUTH CAROLINA, AND VERMONT:
Shares of the Fiduciary Value Fund, Taxable Fixed Income Fund and Municipal
Fixed Income Fund are not offered in your state and may not be obtained
either by original purchase or exchange.
THE VINTAGE FUNDS
STICKER FOR PROSPECTUS DATED JANUARY 29, 1996
To California Residents:
The Taxable Money Market Fund, Tax-Free Money Market Fund, Starwood
Strategic Fund and Fiduciary Value Fund are the only series of the Vintage
Funds available for purchase in California. Shares of the Aggressive Growth
Fund, Asset Allocation Fund, Taxable Fixed Income Fund and Municipal Fixed
Income Fund are not offered in California and may not be obtained either by
original purchase or exchange.
THE VINTAGE FUNDS
STICKER FOR PROSPECTUS DATED JANUARY 29, 1996
To Massachusetts Residents:
The Taxable Money Market Fund, Tax-Free Money Market Fund, Starwood Strategic
Fund and Fiduciary Value Fund are the only series of The Vintage Funds
available for purchase in Massachusetts. Shares of the Aggressive Growth
Fund, Asset Allocation Fund, Taxable Fixed Income Fund and Municipal Fixed
Income Fund are not offered in Massachusetts and may not be obtained either
by original purchase or exchange.
THE VINTAGE FUNDS
The Starwood Strategic Fund
The Aggressive Growth Fund
The Fiduciary Value Fund
The Asset Allocation Fund
The Taxable Fixed Income Fund
The Municipal Fixed Income Fund
The Taxable Money Market Fund
The Tax-Free Money Market Fund
(The "Funds")
Supplement to Prospectus
dated January 29, 1996
for Maryland Residents
The Funds may invest in certain "derivative securities," including options
transactions and asset backed securities. The money market funds may not
invest in options transactions.
An investment in these funds involves investment risks, including the
possible loss of principal. The investment risks depend upon many factors,
including the investment objectives of each Fund. These investment
objectives are disclosed in the "Investment Objectives and Policies" section,
beginning on page 6 of the Prospectus. There is no assurance that any Fund
will achieve its investment objective, and there is no assurance that the
money market Funds will be able to maintain a stable net asset value of $1.00
per share. There are various specific risks associated with each type of
investment which the Funds may make. Each type of investment and the
associated investment risks is described in the "Certain Investments and
Investment Techniques" section, beginning on page 9 of the Prospectus.
Additional information concerning types of investments and associated risks
may be found in the Statement of Additional Information under the heading
"Types of Investments and Investment Techniques."
THE VINTAGE FUNDS
The Starwood Strategic Fund
The Aggressive Growth Fund
The Fiduciary Value Fund
The Asset Allocation Fund
The Taxable Fixed Income Fund
The Municipal Fixed Income Fund
The Taxable Money Market Fund
The Tax-Free Money Market Fund
(The "Funds")
Supplement to Prospectus
dated January 29, 1996
for Missouri Residents
Investment in these Funds may involve a higher degree of risk than investment
in more traditional open-end, diversified investment companies because the
Funds may engage in the following activities:
1. The Starwood Strategic Fund may borrow money for investment purposes
(leverage) up to 15%.
2. The Starwood Strategic Fund may engage in short selling up to 25%.
3. The Taxable Fixed Income fund may invest in low-rated debt securities.
4. All Funds may invest in foreign securities.
THE VINTAGE FUNDS
STICKER FOR PROSPECTUS DATED JANUARY 29, 1996
To Texas Residents:
The Taxable Money Market Fund, Tax-Free Money Market Fund, Starwood Strategic
Fund and Fiduciary Value Fund are the only series of The Vintage Funds
available for purchase in Texas. Shares of the Aggressive Growth Fund, Asset
Allocation Fund, Taxable Fixed Income Fund and Municipal Fixed Income Fund are
not offered in Texas and may not be obtained either by original purchase or
exchange.
THE VINTAGE FUNDS
The Starwood Strategic Fund
The Aggressive Growth Fund
The Fiduciary Value Fund
The Asset Allocation Fund
The Taxable Fixed Income Fund
The Municipal Fixed Income Fund
The Taxable Money Market Fund
The Tax-Free Money Market Fund
(The "Funds")
Supplement to Prospectus
dated January 29, 1996
for Wisconsin residents
Investment in these Funds may involve a higher degree of risk than investment
in more traditional open-end, diversified investment companies because the
Funds may engage in the following activities:
1. The Starwood Strategic Fund may engage in short selling up to 25%.
2. The Starwood Strategic Fund may borrow money for investment purposes
(leverage) up to 15%.
These are speculative activities and involve relatively greater risks or
costs to the Funds.
THE VINTAGE FUNDS
The Starwood Strategic Fund
The Aggressive Growth Fund
The Fiduciary Value Fund
The Asset Allocation Fund
The Taxable Fixed Income Fund
The Municipal Fixed Income Fund
The Taxable Money Market Fund
The Tax-Free Money Market Fund
(The "Funds")
Supplement to Prospectus
dated January 29, 1996
for Minnesota residents
Important information regarding investment risks is contained in this
prospectus on page 7 under the heading "Certain Risk Factors". Additional
information concerning risks involved with various types of investments which
may be made by the Funds is disclosed in this prospectus, beginning on page
20, under the heading "Certain Investments and Investment Techniques."
Information concerning investment risks is also contained in the Statement of
Additional Information.
THE VINTAGE FUNDS
PROSPECTUS Prospectus dated January 29, 1996
The Vintage Funds (the "Trust") is an open-end, management investment
company (a mutual fund) having eight separate portfolios (the "Funds"), each of
which has its own separate investment objective and policies.
The Starwood Strategic Fund seeks growth of capital by investing
principally in a diversified portfolio of equity securities of seasoned,
financially strong growth companies.
The Aggressive Growth Fund seeks growth of capital by investing primarily
in a diversified portfolio of other no-load mutual funds that invest
principally in large capitalization stocks, and secondarily in other no-load
mutual funds that invest principally in small capitalization and emerging
growth company securities.
The Fiduciary Value Fund seeks growth of capital, current income and
growth of income by investing principally in a diversified portfolio of common
stocks, preferred stocks and securities convertible into common stock of
companies that offer the prospect for growth of earnings while paying current
dividends.
The Asset Allocation Fund seeks preservation of capital, capital
appreciation and income through a flexible policy of investing principally in
a diversified portfolio of other no-load index mutual funds, including
domestic and international stock and bond index funds, as well as money
market funds.
The Taxable Fixed Income Fund seeks a high level current income consistent
with the preservation of capital by investing principally in a diversified
portfolio of U.S. government securities and investment grade corporate debt
obligations and asset-backed securities.
The Municipal Fixed Income Fund seeks a high level of current income that
is exempt from federal regular income tax consistent with the preservation of
capital by investing principally in a diversified portfolio of investment grade
municipal securities.
The Taxable Money Market Fund seeks a high level of current income
consistent with the preservation of capital and maintenance of liquidity by
investing principally in a diversified portfolio of short-term money market
instruments. The Fund intends to maintain a constant net
asset value of $1.00 per share, although there is no assurance that it will
be able to do so.
The Tax-Free Money Market Fund seeks a high level of current income that
is exempt from federal income tax consistent with the preservation of capital
and maintenance of liquidity by investing principally in a diversified
portfolio of high quality, short-term municipal securities. The Fund intends
to maintain a constant net asset value of $1.00 per share, although there is
no assurance that it will be able to do so.
The shares offered hereby are not deposits or obligations of any financial
institution and are not insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board or any other government agency. Investment in the
shares involves investment risks including the possible loss of principal.
There can be no assurance that the money market Funds will be able to maintain
a stable net asset value of $1.00 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
This Prospectus contains information that you should know before
investing in any of the Funds and it should be retained for future reference.
A Statement of Additional Information, dated January 29, 1996 has been filed
with the Securities and Exchange Commission and is incorporated herein by
reference. The Statement of Additional Information is available upon request
and without charge by calling 1-800-408-4682 (1-800-40-VINTAGE).
[END OF COVER PAGE]
<PAGE>
TABLE OF CONTENTS
SUMMARY OF FUND EXPENSES
FINANCIAL HIGHLIGHTS
HIGHLIGHTS
CERTAIN RISK FACTORS
INVESTMENT OBJECTIVES AND POLICIES
The Starwood Strategic Fund
The Aggressive Growth Fund
The Fiduciary Value Fund
The Asset Allocation Fund
The Taxable Fixed Income Fund
The Municipal Fixed Income Fund
The Taxable Money Market Fund
The Tax-Free Money Market Fund
Temporary Investments
Investments in Other Mutual Funds
Fundamental Investment Limitations
CERTAIN INVESTMENTS AND
INVESTMENT TECHNIQUES
NET ASSET VALUE
HOW TO BUY SHARES
Minimum Investment
Opening an Account
By Mail
By Wire
Subsequent Investments
By Automated Clearing House (ACH)
By Telephone Order
DIVIDENDS AND DISTRIBUTIONS
Timing of Certain Money Market Fund Transactions
EXCHANGE PRIVILEGE
By Telephone
By Mail or Telecopy
HOW TO REDEEM SHARES
By Mail
Signatures
By Telephone
Receiving Payment
Check Writing (Money Market Funds Only)
Minimum Account Balance
SHAREHOLDER SERVICES
THE TRUST AND ITS MANAGEMENT
Investment Advisory Arrangements
Investment Adviser
Sub-Advisers
Portfolio Managers' Backgrounds
Advisory Fees
Distribution Services
Distributor
Distribution Plan
Administration of the Trust
Administrator
Shareholder Services Plan
Other Arrangements
Transfer Agent, Fund Accounting Agent
and Custodian
Portfolio Transactions
Expenses
THE "VOICE" PROGRAM
TAXES
The Municipal and Tax-Free Funds
Backup Withholding
PERFORMANCE INFORMATION
GENERAL INFORMATION
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and in the Fund's
official sales literature in connection with the offer of the Fund's shares,
and, if given or made, such other information or representation must not be
relied upon as having been authorized by the Fund. This Prospectus does
not constitute an offer in any State in which, or to any person to whom, such
offering may not lawfully be made.
SUMMARY OF FUND EXPENSES
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price). . . . . . . . . . . . . . . . . . . None
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price) . . . . . . . . . . . . . . . . . . None
Deferred Sales Load (as a percentage of original
purchase price or redemption proceeds, as applicable) . . . . . . . . . None
Redemption Fee (as a percentage of amount redeemed, if applicable) . . . None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None
Annual Fund Operating Expenses *
(As a percentage of projected average net assets)
Management 12b-1 Servicing Other(1) Total (2)
Fund Name Fees Fees Fees Expenses Expenses
Starwood Strategic 0.75% 0.10% 0.15% 0.50% 1.50%
Fiduciary Value 0.75% 0.10% 0.15% 0.50% 1.50%
Asset Allocation 0.75% 0.10% 0.15% 0.50% 1.50%
Aggressive Growth 0.75% 0.10% 0.15% 0.50% 1.50%
Taxable Fixed 0.50% 0.10% 0.15% 0.50% 1.25%
Income
Municipal Fixed 0.50% 0.10% 0.15% 0.50% 1.25%
Income
Taxable Money 0.50% 0.10% 0.15% 0.25% 1.00%
Market
Tax-Free Money 0.50% 0.10% 0.15% 0.25% 1.00%
Market
(1) The Adviser has voluntarily agreed to waive its management fees to
the extent necessary to cause the Other Expenses of each Fund to be as
indicated. 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. Absent the voluntary fee waiver arrangement, Other
Expenses are not expected to exceed 0.75% for the non-money market Funds and
0.50% for the money market Funds.
(2) Absent the voluntary fee waiver arrangement, Total Expenses are not
expected to exceed 1.75% for the non-money market Funds and 1.25% for the
money market Funds.
* The Funds commenced operations on June 2, 1995 and only the Taxable
Money Market Fund had investment operations during the period ended
September 30, 1995. Thus, the expenses in the table are estimated based
on average expenses expected to be incurred during the year ending
September 30, 1996. During the course of this period, expenses may be
more or less than the average amounts shown.
Initial investments of less than the required minimum by persons exempt
from the minimum investment requirement are subject to a one-time $4.50
administrative charge. See "How to Buy Shares." Wire-transferred
redemptions are subject to a $15.00 charge and certain checking transactions
may be subject to additional charges. See "How to Redeem Shares."
The purpose of this table is to assist the investor in understanding the
various costs and expenses that a shareholder of a Fund will bear, either
directly or indirectly. Long-term shareholders may pay more than the economic
equivalent of the maximum front-end sales charge permitted under the rules of
the National Association of Securities Dealers, Inc. For a further
description of the various costs and expenses incurred by the Funds, see
"The Trust and its Management."
Example:
An investor would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of each time
period:
Fund Name 1 Year 3 Years
Starwood Strategic Fund $15.00 $46.56
Aggressive Growth Fund 15.00 46.56
Fiduciary Value Fund 15.00 46.56
Asset Allocation Fund 15.00 46.56
Taxable Fixed Income Fund 12.50 38.91
Municipal Fixed Income Fund 12.50 38.91
Taxable Money Market Fund 10.00 31.19
Tax-Free Money Market Fund 10.00 31.19
The amounts listed in the example should not be considered as
representative of future expenses and actual expenses may be greater or less
than those indicated. Moreover, while the example assumes a 5% annual
return, a Fund's performance will vary and may result in an actual return
greater or less than 5%.
The Aggressive Growth Fund and the Asset Allocation Fund intend to invest
principally in other mutual funds, and the other Funds may invest
incidentally in other mutual funds. To the extent that a Fund invests in other
mutual funds, the Fund will indirectly bear its proportionate share of any
fees and expenses paid by such other funds, in addition to the fees and
expenses payable directly by the Fund. Therefore, to the extent that the
Fund invests in other mutual funds, the Fund will incur higher expenses, many
of which may be duplicative. These expenses will be borne by the Fund, and
are not included in the expenses reflected in the table or example above.
See "Investment Objectives and Policies -- Investments in Other Mutual Funds."
FINANCIAL HIGHLIGHTS
The following schedule of per share data and ratios for the period from
June 2, 1995 through September 30, 1995 has been audited by Price
Waterhouse LLP, independent accountants, whose report thereon is included in
the 1995 Annual Report to Shareholders which is incorporated by reference in
the Statement of Additional Information. During this period, only the Taxable
Money Market Fund had investment operations. Therefore, the schedules for
the other Funds are not meaningful and have been omitted. This schedule
should be read in conjunction with the other financial statements and notes
thereto included in the Annual Report, which is available without charge by
calling the Funds at 1-800-408-4682.
FINANCIAL HIGHLIGHTS
Period June 2, 1995 through September 30, 1995
Taxable Money
Market Fund
Per Share Operating Performance
Net asset value,
beginning of period $1.00
Income From
Investment Operations:
Net investment income 0.002
Total from investment income 0.002
Less Distributions:
Dividends from
net investment income (0.002)
Total from distributions (0.002)
Net asset value, end of period $1.00
Total Return 0.20%
Ratios/Supplemental Data
Net assets, end of period $1,230,385
Ratio of expenses (after
reimbursement) to
to average net assets 0.47%
Ratio of net investment income
to average net assets 0.65%
HIGHLIGHTS
Investment Objectives and Investment Risks
The Vintage Funds (the "Trust") is a family of mutual funds with eight
separate portfolios (the "Funds"), each having its own investment objective and
policies. An investment in the Funds involves investment risks including the
possible loss of principal. See "Certain Risk Factors," "Investment Objectives
and Policies" and "Certain Investments and Investment Techniques."
Liquidity
Each Fund continuously offers and redeems its shares at the Fund's
prevailing net asset value per share. See "How to Buy Shares," "How to
Redeem Shares" and "Net Asset Value." The Taxable Money Market Fund and the
Tax-Free Money Market Fund each intends to maintain a constant net asset
value of $1.00 per share, although there is no assurance that it will be able
to do so.
No Sales or Redemption Charges
There are no commissions, fees or charges by the Trust for the purchase
or redemption of shares. Inital investments below the stated minimum,
wire-transferred redemptions and certain checking transactions may be subject
to additional charges. See "Summary of Fund Expenses," "How to Buy Shares"
and "How to Redeem Shares."
Minimum Investment
A minimum investment of $1,000 is required to open an account, except
an IRA account for which the minimum is $500. Former shareholders of the
Unified family of funds, or the Quest funds which acquired the Unified family
of funds, may open an account with less than the required minimum. However,
they are subject to a one-time $4.50 administrative charge to establish the
account. Subsequent investments must be at least $100, or $50 for an IRA.
See "How to Buy Shares."
Investment Advisers
Vintage Advisers, Inc. is the Funds' investment adviser (the "Adviser").
The Adviser has engaged Starwood Corporation to serve as sub-adviser to the
Starwood Strategic Fund, and Fiduciary Counsel, Inc. to serve as sub-adviser to
the Fiduciary Value Fund, the Taxable Fixed Income Fund, the Municipal Fixed
Income Fund, the Taxable Money Market Fund and the Tax-Free Money
Market Fund. The sub-advisers manage the investment portfolios of
the applicable Funds, subject to the Adviser's overall management. The Adviser
itself manages the investment portfolios of the Asset Allocation Fund and the
Aggressive Growth Fund. See "The Trust and its Management."
Retirement Plans and Other Shareholder Services
The Trust offers retirement plans including a prototype Profit Sharing
Plan, Money Purchase Pension Plan, Salary Savings Plan - 401(k) and IRA
accounts, as well as a number of special shareholder services. For
information regarding these plans or services, call the Transfer Agent at
1-800-408-4682. See "Shareholder Services."
V.O.I.C.E. (Vision for Ongoing Investment in Charity and Education)
The Adviser administers The Vintage Funds University and Philanthropic
Program pursuant to which the Adviser will make contributions to the general
scholarship funds or endowments of certain accredited colleges and universities
designated by qualified shareholders of any of the Funds. For information
regarding this Program, call the Adviser at 1-800-408-4682.
Also see "The V.O.IC.E. Program" below.
CERTAIN RISK FACTORS
An investment in the Funds involves investment risks including the
possible loss of principal. Certain of these risks are described below, and
others are described under "Investment Objectives and Policies" and "Certain
Investments and Investment Techniques" and in the Statement of Additional
Information.
General
The risks of each Fund depend upon many factors. For the Funds that
invest principally in equity securities, these factors include, among others,
the Fund's investment objective, the types of equity securities held and the
financial position of the issuers of these securities. For the Funds that
invest principally in debt securities, these factors include, among others,
the Fund's investment objective, the average duration of the Fund's
portfolio, credit quality of the securities held and interest rate movements.
There is no assurance that any Fund will achieve its investment objective,
and there is no assurance that the money market Funds will be able to
maintain a stable net asset value of $1.00 per share.
Borrowing and Short Selling
All of the Funds may borrow money up to one-third of the value of total
assets (including the amount borrowed) for temporary or emergency purposes,
and the Starwood Strategic Fund may borrow money to that extent for the
purpose of investment. The Starwood Strategic Fund also may sell securities
short to the extent of 25% of the value of its total assets. Borrowing money
for investment purposes is a speculative technique and borrowing and short
selling may increase investment risk. See "Investment Objectives and
Policies -- The Starwood Strategic Fund" and "Certain Investments and
Investment Techniques -- Selling Securities Short."
Foreign Securities
Each of the Funds may invest up to 25% of its total assets in foreign
securities (35% in the case of the Starwood Strategic Fund). Investments in
foreign securities involve special risks that differ from those associated with
investments in domestic securities. See "Certain Investments and Investment
Techniques -- Foreign Securities."
Investments in Other Mutual Funds
Each of the Aggressive Growth Fund and the Asset Allocation Fund
intends to invest principally in other mutual funds. Each Fund will invest
only in other mutual funds that have an investment objective similar to the
Fund's, or that otherwise is a permitted investment under the Fund's
investment policies described herein. In addition, each Fund will invest
only in other funds that have fundamental investment restrictions that are
substantially no less restrictive than its own. Nevertheless, the other
funds purchased by the Funds likely will have certain investment policies,
and use certain investment practices that are different from those of the
Funds and not described herein. These other policies and practices may
subject the other funds' assets to varying or greater degrees of risk. See
"Investment Objectives and Policies -- Investments in Other Mutual Funds."
Derivative Securities
Although there is no uniform definition of "derivative securities,"
certain instruments in which the Funds may invest may be considered derivative
because the value of the instrument fluctuates depending on the value of
another security, index, reference interest rate or currency. These
instruments may principally include options, futures, forward foreign currency
exchange contracts and mortgage-backed securities. These instruments and
related risks are described below under "Certain Investments and Investment
Techniques" and in the Statement of Additional Information.
Short Operating History
The Adviser was organized in December 1994 and the Funds
commenced operations in June 1995. The Adviser has no prior operating
history and does not act as the investment adviser to any other investment
companies. See "The Trust and its Management -- Investment
Advisory Arrangements."
INVESTMENT OBJECTIVES AND POLICIES
The Trust offers eight separate Funds, each with its own investment
objective and policies. The Funds' investment objectives cannot be changed
without shareholder approval. While there is no assurance that any Fund will
achieve its investment objective, it endeavors to do so by following the
investment policies described in this Prospectus. Unless otherwise
indicated, the Funds' investment policies may be changed by the Trust's Board
of Trustees without shareholder approval. Shareholders will be notified
before any material change in investment policies becomes effective.
The following sections are concise descriptions of the Funds and their
investment objectives and policies. More information about certain types of
investments and investment techniques is provided below under "Certain
Investments and Investment Techniques" and in the Statement of Additional
Information.
The Starwood Strategic Fund
The Starwood Strategic Fund seeks growth of capital. The Fund pursues
this objective by investing principally in a diversified portfolio of equity
securities of seasoned, financially strong growth companies. Although current
income is an incidental consideration, many of the Fund's investments should
provide regular dividends which may grow over time.
Under normal circumstances, at least 65% of the Fund's assets will
consist of common stocks, preferred stocks, and preferred stocks or corporate
debt securities convertible into common stocks, that are issued by companies
which, in the opinion of the Fund's sub-adviser, have the following
characteristics:
Above-average growth rates over an extended period with prospects for
maintaining greater than average rates of growth in earnings, cash
flow or assets in the future;
A strong financial position with high credit standings and
profitability;
Important business franchises, leading products or dominant marketing
and distribution systems;
At least five years' operating history, annual revenues of at least
$200 million and market capitalization of at least $300 million; and
Attractive share prices relative to potential growth in earnings,
cash flow or assets.
The Fund's investments are selected by its sub-adviser, Starwood
Corporation, which uses a combination of research techniques to identify
companies having these characteristics. Fundamental research is used to
evaluate various aspects of corporate performance, with a particular emphasis
on consistency of results, long-term growth prospects and financial
strength. Quantitative valuation methods are used to determine which growth
companies offer superior values at a given point in time. When assessing
growth rates, Starwood generally considers a company to be "above average" if
its growth in earnings, cash flow or assets exceed the average growth rates of
companies included in the S&P 500 index, as published by Standard &
Poor's Corporation ("Standard & Poor's"). When assessing financial quality,
Starwood evaluates five criteria: the strength of the company's balance
sheet; the volatility of the company's earnings over time; the company's
accounting practices; ranking (if any, at the time of purchase) given the
company's common stock by Standard & Poor's; and the vulnerability of
earnings to changes in external factors, such as the general economy, the
competitive environment, governmental action and technological change.
The Fund may also invest to a lesser extent in equity securities that do
not meet the criteria listed above, as well as in investment grade corporate
debt obligations. The types of equity securities in which the Fund may
invest are described below under "Certain Investments and Investment
Techniques -- Corporate Equity Securities." The corporate debt obligations
in which the Fund may invest are described below under "The Taxable Fixed
Income Fund" and "Certain Investments and Investment Techniques -- Corporate
Debt Securities." Also, the Fund may invest temporarily in money market
instruments of the types described below under "The Taxable Money Market
Fund." It is expected that the Fund will invest principally in securities of
U.S. companies. However, the Fund's investment policies permit the Fund to
invest up to 35% of its net assets in foreign securities under normal
circumstances.
The Fund allocates its investments among different industries and
companies, and changes its portfolio securities based on long-term investment
considerations as opposed to short-term trading. However, the Fund may take
advantage of opportunities for short-term profits as they arise.
The Fund is permitted to borrow money up to one-third of the value of total
assets (including the amount borrowed), and pledge up to 15% of the value of
those assets to secure such borrowings, for the purpose of investment.
Borrowing for the purpose of investment is a speculative technique that
increases both investment opportunity and Starwood's ability to achieve greater
diversification of the Fund's portfolio. However, it also increases investment
risk. Because the Fund's investments will fluctuate in value, whereas the
interest obligations on borrowed funds may be fixed, during times of borrowing,
the Fund's net asset value may tend to increase more when its investments
increase in value, and decrease more when its investments decrease in value.
In addition, interest costs on borrowings may fluctuate with changing
market interest rates and may partially offset or exceed the return earned on
the borrowed funds. Also, during times of borrowing under adverse market
conditions, the Fund might have to sell portfolio securities to meet interest
or principal payments at a time when fundamental investment considerations
would not favor such sales.
The Aggressive Growth Fund
The Aggressive Growth Fund seeks growth of capital. The Fund pursues
this objective by investing primarily in a diversified portfolio of other
no-load mutual funds that invest principally in large capitalization stocks,
and secondarily in other no-load mutual funds that invest principally in small
capitalization and emerging growth company equity securities.
The Fund's investment policies define "large capitalization" stocks as
equity securities of companies that rank in the top one-third of the equity
securities listed on the New York Stock Exchange ("NYSE"), based upon their
equity capitalization. "Small capitalization" stocks are the equity
securities of companies that rank in the middle one-third of the equity
securities listed on the NYSE, based upon their equity capitalization.
Small capitalization stocks typically would rank near or slightly below the
average capitalization of all equity securities listed on the NYSE.
"Emerging growth company securities" are defined as the equity securities of
little-known companies. These equity securities may consist of securities of
the types described below under "Certain Investments and Investment
Techniques -- Corporate Equity Securities."
Under normal circumstances, the Fund invests at least 65% of its assets
in no-load mutual funds that invest principally in large capitalization
stocks. However, depending on market circumstances, at times, the Fund may
invest more heavily in no-load mutual funds emphasizing small capitalization
stocks and emerging growth company securities. Additionally, at times, the
Fund may invest in sector funds (which concentrate their investments in a
particular industry) or international funds. However, at no time will the
Fund invest more than 25% of its assets in any mutual fund concentrated in
any one industry, or more than 25% of its assets in international funds. In
addition, from time to time the Fund may invest in individual equity
securities of the types described below under "Certain Investments and
Investment Techniques -- Corporate Equity Securities."
Small capitalization stocks and emerging growth company securities
involve a higher degree of risk because most are not as broadly traded as large
capitalization stocks and their prices may fluctuate more widely and abruptly.
These securities are also less researched and often overlooked in the market,
and may have less market liquidity than large capitalization stocks.
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.
Therefore, to the extent that the Fund invests in other mutual funds, the Fund
will incur higher expenses, many of which may be duplicative. For a
description of these and other factors related to the Fund's investment in
other mutual funds, see "Investments in Other Mutual Funds" below.
The Fiduciary Value Fund
The Fiduciary Value Fund seeks growth of capital, current income and
growth of income. The Fund pursues this objective by investing principally in
a diversified portfolio of common stocks, preferred stocks and preferred stocks
or corporate debt securities convertible into common stocks of companies
which offer the prospect of growth of earnings while paying current dividends.
The Fund may also purchase securities that do not pay current dividends but
which offer prospects for growth of capital and future income. Over time,
continued growth of earnings should tend to lead to higher dividends and
enhancement of capital value.
The Fund's portfolio is managed by its sub-adviser, Fiduciary Counsel,
Inc. In evaluating investments for the Fund, Fiduciary Counsel seeks to
identify companies that have demonstrated their ability to grow and whose
markets, profit margins and rates of return on investments indicate the
likelihood of future growth, in addition to a likelihood for future dividend
growth. The Fund allocates its investments among different industries and
companies, and changes its portfolio securities based on long-term investment
considerations and not for short-term trading purposes. However, the Fund
may take advantage of opportunities for short-term profits as they arise.
Under normal circumstances, at least 65% of the Fund's assets will
consist of equity securities of the types described below under "Certain
Investments and Investment Techniques -- Corporate Equity Securities."
However, the Fund also may invest to a lesser extent in investment grade
corporate debt obligations of the types described below under "The Taxable
Fixed Income Fund." Also, the Fund may invest temporarily in money market
instruments of the types described below under "The Taxable Money Market
Fund."
The Asset Allocation Fund
The Asset Allocation Fund seeks preservation of capital, capital
appreciation and current income. There is no priority among these objectives.
Rather, the Fund pursues its objectives through a flexible policy of investing
principally in a diversified portfolio of other no-load index mutual funds,
including domestic and international stock and investment grade bond index
funds, as well as money market funds. The Fund may invest directly in equity
securities (of the types described below under "Certain Investments and
Investment Techniques -- Corporate Equity Securities"), investment grade
corporate and municipal debt obligations, U.S. government securities and
money market instruments, but under normal circumstances at least 65% of
its assets will be invested in other no-load index funds.
The types of stock index funds in which the Fund invests may include
domestic and international stock index funds, large cap, small cap and mid cap
stock index funds, and certain sector stock index funds. Bond index funds may
include domestic and international corporate bond index funds, and municipal
and U.S. government bond index funds. The Fund also may invest in no-load
money market funds. However, at no time will the Fund invest more than
25% of its assets in index funds concentrated in any one industry, or more than
25% of its assets in foreign securities index funds.
Under normal circumstances, the Fund's assets will be invested in both
stock and bond index funds. The Adviser will purchase stock index funds
which, in its opinion, have the greatest potential for capital appreciation.
However, the Fund may not invest more than 75% of its assets in common stock
index funds (or individual equity securities). The Fund may from time to
time invest up to 100% of its assets in bond index funds or money market
funds if, in the judgment of the Adviser, the Fund has the opportunity of
seeking a high level of capital appreciation or current income without undue
risk to principal. The Adviser will monitor and adjust its weighing of
investments to adapt to changing market and economic conditions.
Distributable income will fluctuate as the Fund shifts assets among various
types of investments.
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.
Therefore, to the extent that the Fund invests in other mutual funds, the Fund
will incur higher expenses, many of which may be duplicative. For a
description of these and other factors related to the Fund's investment in
other mutual funds, see "Investments in Other Mutual Funds" below.
The Taxable Fixed Income Fund
The Taxable Fixed Income Fund seeks a high level current income consistent
with the preservation of capital. The Fund pursues this objective by investing
principally in a diversified portfolio of U.S. government securities and
investment grade corporate debt obligations.
The Fund's investments are selected by its sub-adviser, Fiduciary Counsel,
Inc. Under normal circumstances, at least 65% of the Fund's assets will be
invested in one or more of the following types of investments:
domestic and foreign issues of corporate debt obligations having fixed
rates of interest and rated in one of the three highest categories
by a nationally recognized statistical rating organization (e.g.,
rated Aaa, Aa or A by Moody's Investors Service, Inc. ("Moody's") or
AAA, AA or A by Standard & Poor's, Fitch Investors Service, Inc.
("Fitch"), Duff & Phelps, Inc. ("Duff") or Thompson BankWatch
("BankWatch")), or which are of comparable quality in the judgment of
Fiduciary Counsel;
rated commercial paper which matures in 270 days or less so long as at
least two ratings are high quality ratings by nationally recognized
statistical rating organizations (e.g., rated Prime-1 or Prime-2 by
Moody's, A-1 or A-2 by Standard & Poor's, or F-1 or F-2 by Fitch), or
which are of comparable quality in the judgment of Fiduciary Counsel;
time deposits (including savings deposits and certificates of deposit),
deposit notes and bankers acceptances in commercial banks or savings
associations whose accounts are insured by the Federal Deposit Insurance
Corporation ("FDIC"), including certificates of deposit issued by and
other time deposits in foreign branches of FDIC insured financial
institutions or who have at least $100 million in capital;
direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
notes and bonds;
notes, bonds, and discount notes of U.S. government agencies or
instrumentalities, such as Federal Home Loan Banks, Federal National
Mortgage Association, Government National Mortgage Association, Federal
Farm Credit Banks, Tennessee Valley Authority, Export-Import Bank of the
United States, Commodity Credit Corporation, Federal Financing Bank,
Student Loan Marketing Association, Federal Home Loan Mortgage
Corporation, or National Credit Union Administration;
asset-backed securities rated in one of the three highest categories
by a nationally recognized statistical rating organization, or which
are of comparable quality in the judgment of the adviser; and
repurchase agreements collateralized by eligible investments.
The Fund may also invest to a lesser extent in corporate debt obligations
that are lower rated, but nevertheless investment grade. The Fund will not
invest in corporate debt obligations having a rating of less than Baa by
Moody's or BBB or better by Standard & Poor's, Fitch, Duff or Bankwatch.
Fiduciary Counsel also may choose bonds that are unrated if it determines
that such bonds are of comparable quality or have similar characteristics to
investment grade bonds. Bonds rated Baa or BBB may have speculative
characteristics. Changes in economic conditions or other circumstances are
more likely to lead to weakened capacity to make principal and interest
payments than higher rated bonds. If the Fund purchases a rated security and
the rating is subsequently downgraded, Fiduciary Counsel will determine
whether or not the security continues to be an acceptable investment. If
not, the security will be sold. A description of the rating categories is
contained in the Appendix to the Statement of Additional Information.
Also, from time to time during periods of other than normal market
conditions, the Fund may invest in short-term temporary investments of the
types described below under "The Taxable Money Market Fund."
The net asset value of the Fund is expected to fluctuate with changes in
interest rates and bond market conditions. Fiduciary Counsel will attempt to
minimize principal fluctuation through, among other things, diversification,
credit analysis and security selection, and adjustments of the duration of the
dollar-weighted average maturity of the Fund's portfolio. Under normal
circumstances, the Fund will limit the duration of the dollar-weighted
average maturity of its portfolio to not less than three years or more than ten
years. In periods of rising interest rates and falling bond prices, Fiduciary
Counsel may shorten the Fund's average duration to minimize the effect of
declining bond values on the Fund's net asset value. Conversely, during times
of falling interest rates and rising prices a longer average duration of up
to ten years may be sought. The Fund may hold individual securities of any
maturity.
The Municipal Fixed Income Fund
The Municipal Fixed Income Fund seeks a high level of current income that
is exempt from federal regular income tax consistent with the preservation of
capital. The Fund pursues this objective by investing principally in a
diversified portfolio of investment grade municipal securities.
Municipal securities are debt obligations issued by or on behalf of
states, territories and possessions of the United States, including the
District of Columbia, and their political subdivisions, agencies and
instrumentalities, the interest from which is exempt from federal regular
income tax. They are described in more detail below under "Certain
Investments and Investment Techniques -- Municipal Securities" and in the
Statement of Additional Information. The Fund may invest up to 25% of its
assets in securities of issuers located in the same state.
As a matter of investment policy, which may not be changed without
shareholder approval, under normal circumstances, the Fund will be invested so
that at least 80% of the income from investments will be exempt from federal
regular income tax or that at least 80% of its net assets are invested in
obligations, the interest from which is exempt from federal regular income tax.
Interest income that is exempt from federal regular income tax retains its
federal tax-free status when distributed to the Fund's shareholders. As
described below under "Taxes," income from certain types of municipal
securities may be subject to the federal alternative minimum tax. To the
extent that the Fund invests in these securities, a shareholder, depending on
the shareholder's own tax status, may be subject to alternative minimum tax
on that part of the Fund's distributions derived from these securities.
The municipal securities in which the Fund invests are rated, at the time
of purchase, Baa or better by Moody's or BBB or better by S&P, Fitch, Duff or
Bankwatch. In certain cases the Fund's sub-adviser, Fiduciary Counsel, Inc.,
may choose securities that are unrated if it determines that they are of
comparable quality. If the Fund purchases a rated security and the rating is
subsequently downgraded, the Fund is not required to drop the security from
the portfolio, but will consider whether such action is appropriate.
The municipal securities in which the Fund invests may carry fixed or
floating rates of interest. While fixed-rate securities bear interest at the
same rate from issuance until maturity, the interest rate on floating rate
securities is subject to adjustment based upon changes in market interest
rates or indices, such as a bank's prime rate or a published market index.
The interest rate for most floating rate securities varies directly with
changes in the index rate, so that the market value of the security will
approximate its stated value at the time of each adjustment.
The net asset value of the Fund is expected to fluctuate with changes in
interest rates and bond market conditions. Under normal circumstances, the
Fund will seek to limit the duration of the dollar-weighted average maturity of
its portfolio to not less than three years or more than 15 years. The Fund may
hold individual securities of any maturity.
From time to time, during periods of other than normal market conditions,
the Fund may invest in short-term temporary investments which may or may not
be exempt from federal income tax. Although the Fund is permitted to make
taxable, temporary investments, there is no current intention of generating
income subject to federal regular income tax.
The Taxable Money Market Fund
The Taxable Money Market Fund seeks a high level of current income
consistent with the preservation of capital and maintenance of liquidity. The
Fund pursues this objective by investing principally in a diversified
portfolio of high quality, short-term money market instruments. The Fund
intends to maintain a constant net asset value of $1.00 per share, although
there is no assurance that it will be able to do so.
The Fund's investments are selected by its sub-adviser, Fiduciary Counsel,
Inc. These investments principally include:
direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
notes and bonds;
notes, bonds, and discount notes of U.S. government agencies or
instrumentalities;
short-term corporate debt instruments (including commercial paper and
variable rate demand notes) which mature in 270 days or less;
domestic and foreign issues of corporate debt obligations having
floating or fixed rates of interest and having remaining maturities
of less than 13 months;
time deposits (including savings deposits and certificates of
deposit) and bankers acceptances in commercial banks or savings
associations whose accounts are insured by the FDIC, including
certificates of deposit issued by and other time deposits in foreign
branches of FDIC insured financial institutions or who have at least
$100 million in capital (collectively, "domestic bank instruments");
other short-term investments of a type which the adviser determines
presents minimal credit risks and which are of "high quality" as
determined by a nationally recognized statistical rating
organization, or, in the case of an instrument that is not rated, of
comparable quality in the judgment of the adviser; and
repurchase agreements collateralized by eligible investments.
The Fund may invest only in securities that, at the time of purchase, have
a remaining maturity of less than 13 months and that are "eligible
securities" as defined by regulations of the Securities and Exchange
Commission. "Eligible securities" generally include securities rated in one
of the two highest categories by at least two nationally recognized
statistical rating organizations (or by one such rating agency if only one
has issued a rating) or, if unrated, are determined to be of comparable
quality by Fiduciary Counsel pursuant to policies approved by the Board of
Trustees. If the Fund purchases an eligible security and its rating is
subsequently downgraded so that the security is no longer of high quality,
the Fund will consider and take appropriate action, which may include
divesting the security. The Fund will maintain a dollar-weighted average
portfolio maturity of 90 days or less.
The Tax-Free Money Market Fund
The Tax-Free Money Market Fund seeks a high level of current income that
is exempt from federal income tax consistent with the preservation of capital
and maintenance of liquidity. The Fund pursues this objective by investing
principally in a diversified portfolio of high quality, short-term municipal
securities. The Fund intends to maintain a constant net asset value of $1.00
per share, although there is no assurance that it will be able to do so.
The Fund invests principally in high quality, short-term municipal
securities, the interest from which is exempt from federal income tax.
Municipal securities are described generally under "The Municipal Fixed
Income Fund" above, and are described in more detail below under "Certain
Investments and Investment Techniques -- Municipal Securities" and in the
Statement of Additional Information. The Fund may invest up to 25% of its
assets in securities of issuers located in the same state.
As a matter of investment policy, which may not be changed without
shareholder approval, under normal circumstances, the Fund will be invested so
that at least 80% of the income from investments will be exempt from federal
income tax or that at least 80% of its net assets are invested in
obligations, the interest from which is exempt from federal income tax.
Interest income that is exempt from federal income tax retains its federal
tax-free status when distributed to the Fund's shareholders. As described
below under "Taxes," income from certain types of municipal securities may be
subject to the federal alternative minimum tax. To the extent that the Fund
invests in these securities, a shareholder, depending on the shareholder's
own tax status, may be subject to alternative minimum tax on that part of the
Fund's distributions derived from these securities. However, the Fund will
limit its investments in these securities so that no more than 20% of its
income will be subject to the alternative minimum tax.
From time to time, during periods of other than normal market conditions,
the Fund may invest in instruments that may or may not be exempt from federal
income tax. Although the Fund is permitted to make taxable, temporary
investments, there is no current intention of generating income subject to
federal regular income tax.
The Fund may invest only in securities that, at the time of purchase, have
a remaining maturity of less than 13 months and that are "eligible
securities" as defined by regulations of the Securities and Exchange
Commission. "Eligible securities" generally include securities rated in one
of the two highest rating categories by at least two nationally recognized
statistical rating organizations (or by one such rating agency if only one
has issued a rating) or, if unrated, determined to be of comparable quality
by the Fund's sub-adviser, Fiduciary Counsel, Inc., pursuant to policies
approved by the Board of Trustees. If the Fund purchases an eligible
security and its rating is subsequently downgraded so that the security is
no longer of high quality, the Fund will consider and take appropriate
action, which may include divesting the security. The Fund will maintain a
dollar-weighted average portfolio maturity of 90 days or less.
Temporary Investments
All of the Funds may invest temporarily in cash or short-term money market
instruments during times of unusual market conditions for defensive purposes,
without limitation. These temporary investments may include the instruments
described above under "The Taxable Money Market Fund". The Funds may
also invest in these instruments temporarily to maintain liquidity in
anticipation of favorable investment opportunities. Under normal market
conditions, the Funds (other than the money market Funds) will limit their
temporary investments for liquidity purposes to no more than 20% of the value
of their total assets.
Investments in Other Mutual Funds
All of the Funds may invest to some extent in the securities of other
open-end registered investment companies ("mutual funds"). Each of the
Aggressive Growth Fund and the Asset Allocation Fund intends to invest
principally in other mutual funds, and may invest up to 25% of its assets in
any one mutual fund, and up to 100% of its assets in other mutual funds in
general. Each of the other Funds intends to invest incidentally in other
mutual funds and may not invest more than 5% of its total assets in any one
mutual fund, or more than 10% of its total assets in mutual funds in general.
The Funds, considered together, may not invest in more than 3% of the total
outstanding voting securities of any one mutual fund. The foregoing
limitations are not applicable to investment company securities acquired as
part of a merger, consolidation, reorganization or other acquisition.
The Trust believes that investing in other mutual funds will provide the
Funds with opportunities to achieve greater diversification of portfolio
securities and investment techniques than the Funds could achieve by investing
in individual securities. The Funds will invest only in other mutual funds
that do not impose up-front sales loads or deferred sales loads or redemption
fees. However, the Fund may invest in Funds that have 12b-1 plans or
shareholder services plans which permit the funds to pay certain distribution
and other expenses from fund assets. To the extent that a 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. Therefore, to the extent that a Fund invests in
other mutual funds, the Fund will incur higher expenses, many of which may be
duplicative. (For example, each of the Aggressive Growth Fund and the Asset
Allocation Fund pays the Adviser a fee of 0.75% of its average net assets to
manage its investment portfolio of other mutual funds, each of which pays its
own investment adviser a similar fee to manage its own portfolio
securities.) In addition, to the extent that a Fund invests in other mutual
funds, the Fund's shareholders may receive capital gains distributions to a
greater extent that if the shareholder owned the underlying mutual funds
directly.
Each Fund will invest only in other mutual funds that have an investment
objective similar to the Fund's, or that otherwise is a permitted investment
under the Fund's investment policies described herein. In addition, each of
the Aggressive Growth Fund and the Asset Allocation Fund will invest only in
other funds that have fundamental investment restrictions that are
substantially no less restrictive than its own. Nevertheless, the mutual funds
purchased by the Funds likely will have certain investment policies, and use
certain investment practices that are different from those of the Funds and not
described herein. These other policies and practices may subject the
other funds' assets to varying or greater degrees of risk. The Funds are
independent from any of the other mutual funds in which they invest and have
little voice in or control over the investment practices, policies or
decisions of those funds. If a 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 a 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.
Also, the investment advisers of the mutual funds in which a Fund invests
may simultaneously pursue inconsistent or contradictory courses of action. For
example, one fund may be purchasing securities of the same issuer whose
securities are being sold by another fund, with the result that the Fund would
incur an indirect expense without any corresponding investment or economic
benefit.
When a Fund invests in another mutual fund, the Fund will have the right to
vote on matters submitted to a vote of the other fund's shareholders. As
required by the Investment Company Act of 1940, on all matters submitted to a
vote of the other fund's shareholders, the Fund will vote all of its shares
in that fund in the same proportion as the vote of all other shareholders of
that fund.
Fundamental Investment Limitations
The following investment limitations cannot be changed without shareholder
approval. These limitations are considered at the time of purchase; a sale of
securities is not required in the event of a subsequent change in circumstances.
None of the Funds will:
borrow money or pledge securities except that, for temporary or emergency
purposes, each Fund may borrow up to one-third of the value of total assets
(including the amount borrowed) and pledge up to 15% of the value of those
assets to secure such borrowings, and except that the Starwood Strategic
Fund may borrow money and pledge securities for the purpose of investment
subject to the foregoing asset value limitations;
lend any of its assets, except portfolio securities up to one-third of the
value of its total assets. This shall not prevent a Fund from purchasing
or holding U.S. government obligations, money market instruments, variable
rate demand notes, bonds, debentures, notes, certificates of indebtedness,
or other debt securities, entering into repurchase agreements, or
engaging in other transactions where permitted by the Fund's investment
objective, policies and limitations.
with respect 75% of the value of its total assets (100% in the case of the
Taxable Money Market Fund), invest more than 5% of the value of its total
assets in the securities (other than securities issued or guaranteed by the
government of the United States or its agencies or instrumentalities,
repurchase agreements collateralized by U.S. government securities and
securities of other investment companies) of any one issuer or acquire
more than 10% of the outstanding voting securities of any one issuer;
invest 25% or more of the value of its total assets in any one industry or
in government securities of any one foreign country, except that (i) each
Fund may invest without limitation in securities issued or guaranteed by
the U.S. government, its agencies or instrumentalities, (ii) each of the
Aggressive Growth Fund and the Asset Allocation Fund may invest without
limitation in other investment companies and (iii) each of the Taxable
Money Market Fund and the Tax-Free Money Market Fund may invest without
limitation in domestic bank instruments.
write or purchase options, except that each Fund (other the Taxable Money
Market Fund and the Tax-Free Money Market Fund) may write covered call
options and secured put options on up to 25% of its net assets and may
purchase put and call options, provided that no more than 5% of the fair
market value of its net assets may be invested in premiums on such options;
invest in more than 3% of the total outstanding voting securities of any one
investment company or invest more than 5% of its total assets in any one
investment company, or invest more than 10% of its total assets in
investment companies in general, except that each of the Aggressive Growth
Fund and the Asset Allocation Fund may invest of up to 25% of its total
assets in any one investment company and up to 100% of their total assets
in investment companies in general, subject to the other limitations
described herein. The foregoing limitations are not applicable to
investment company securities acquired as part of a merger, consolidation,
reorganization or other acquisition.
CERTAIN INVESTMENTS AND INVESTMENT TECHNIQUES
This section describes certain types of investments, investment techniques
and investment policies and limitations of the Funds. For further information,
see the Statement of Additional Information.
Corporate Equity Securities
The Starwood Strategic Fund, the Aggressive Growth Fund, the Fiduciary
Value Fund and the Asset Allocation Fund may invest in equity securities,
including common stocks, preferred stocks, convertible securities, warrants and
rights issued by corporations in any industry (industrial, financial or
utility) which may be denominated in U.S. dollars or in foreign currencies.
Equity securities fluctuate in value, often based on factors unrelated to the
performance of the issuer of the securities and fluctuations can be
pronounced. Small capitalization issues and emerging growth company
securities, in particular, may be subject to wider price fluctuations than
the stock market as measured by popular indices.
Preferred Stocks. Preferred stock, unlike common stock, offers a stated
dividend rate payable from the issuer's earnings. Preferred stock dividends
may be cumulative or non-cumulative, participating, or auction rate. If
interest rates rise, the fixed dividend on preferred stocks may be less
attractive, causing the price of preferred stocks to decline. Preferred
stock may have mandatory sinking fund provisions, as well as call/redemption
provisions prior to maturity, a negative feature when interest rates decline.
Convertible Securities. A convertible security is a bond, debenture, note,
preferred stock or other security that may be converted into or exchanged for a
prescribed amount of common stock of the same or a different issuer within a
particular period of time at a specified price or formula. A convertible
security entitles the holder to receive interest generally paid or accrued on
debt or the dividend paid on preferred stock until the convertible security
matures or is redeemed, converted or exchanged. Convertible securities have
several unique investment characteristics, such as (a) higher yields than
common stocks, but lower yields than comparable nonconvertible securities,
(b) a lesser degree of fluctuation in value than the underlying stock since
they have fixed income characteristics, and (c) the potential for capital
appreciation if the market price of the underlying common stock increases. A
convertible security might be subject to redemption at the option of the
issuer at a price established in the convertible security's governing
instrument. If a convertible security held by the Fund is called for
redemption, the Fund may be required to permit the issuer to redeem the
security, convert it into the underlying common stock or sell it to a third
party.
Warrants and Rights. Each Fund named above may invest up to 5% of its
total assets in warrants and rights, including but not limited to warrants or
rights (i) acquired as part of a unit or attached to other securities
purchased by the Fund, or (ii) acquired as part of a distribution from the
issuer.
Fixed Rate Corporate Debt Obligations
All of the Funds may invest to varying extents in fixed rate corporate debt
obligations. Also, all of the Funds may invest in short-term fixed rate
corporate debt obligations that qualify as money market instruments. Fixed
rate securities tend to exhibit more price volatility during times of rising
or falling interest rates than securities with floating rates of interest.
This is because floating rate securities, as described below, behave like
short-term instruments in that the rate of interest they pay is subject to
periodic adjustments based on a designated interest rate index. Fixed rate
securities pay a fixed rate of interest and are more sensitive to fluctuating
interest rates. In periods of rising interest rates the value of a fixed
rate security is likely to fall. Fixed rate securities with short-term
characteristics are not subject to the same price volatility as fixed rate
securities without such characteristics. Therefore, they behave more like
floating rate securities with respect to price volatility.
Many corporate debt obligations permit the issuers to call the security and
thereby redeem their obligations earlier than the stated maturity dates.
Issuers are more likely to call bonds during periods of declining interest
rates. In these cases, if a Fund owns a bond which is called, the Fund will
receive its return of principal earlier than expected and would likely be
required to reinvest the proceeds at lower interest rates, thus reducing
income to the Fund.
Certain fixed-income obligations may involve equity characteristics. The
Asset Allocation Fund and the Taxable Fixed Income Fund may, for example,
invest in unit offerings that combine fixed-income securities and common stock
equivalents such as warrants, rights and options. It is anticipated that the
majority of the value attributable to the unit will relate to its
fixed-income component. These Funds have no current intention of converting
any convertible securities it may own into equity securities or holding them as
an equity investment upon conversion.
Other Corporate Debt Obligations
The Funds may also invest to varying extents in other corporate debt
obligations, including those described below. Also, all of the Funds may
invest in short-term corporate debt obligations that qualify as money market
instruments.
Floating Rate Obligations. Floating rate securities are generally
offered at an initial interest rate which is at or above prevailing market
rates. The interest rate paid on these securities is then reset periodically
(commonly every 90 days) to an increment over some predetermined interest
rate index. Commonly utilized indices include the three-month Treasury bill
rate, the 180-day Treasury bill rate, the one-month or three-month London
Interbank Offered Rate (LIBOR), the prime rate of a bank, the commercial
paper rates, or the longer-term rates on U.S. Treasury securities.
Variable Rate Demand Notes. Variable rate demand notes are long-term
corporate debt instruments that have variable or floating interest rates and
provide the Fund with the right to tender the security for repurchase at its
stated principal amount plus accrued interest. Such securities typically bear
interest at a rate that is intended to cause the securities to trade at par.
The interest rate may float or be adjusted at regular intervals (ranging from
daily to annually), and is normally based on an interest index or a stated
percentage of a prime rate or another published rate. Many variable rate
demand notes allow the Fund to demand the repurchase of the security on not
more than seven days prior notice. Other notes only permit the Fund to
tender the security at the time of each interest rate adjustment or at other
fixed intervals.
Zero Coupon Securities. Corporate zero coupon securities are:
(i) notes or debentures which do not pay current interest and are issued at
substantial discounts from par value, or (ii) notes or debentures that pay no
current interest until a stated date one or more years into the future, after
which the issuer is obligated to pay interest until maturity, usually at a
higher rate than if interest were payable from the date of issuance.
Corporate Debt Ratings
The Funds will not invest in corporate debt obligations having a rating
of less than Baa by Moody's or BBB or better by Standard & Poor's, Fitch,
Duff or Bankwatch. (The money market Funds have higher rating requirements, as
described above.) In certain cases a Fund's investment adviser may choose
bonds which are unrated if it determines that such bonds are of
comparable quality or have similar characteristics to investment grade bonds.
Bonds rated Baa or BBB may have speculative characteristics. Changes in
economic conditions or other circumstances are more likely to lead to
weakened capacity to make principal and interest payments than higher rated
bonds. Downgraded securities will be evaluated on a case-by-case basis by the
Fund's sub-adviser. The sub-adviser will determine whether or not the security
continues to be an acceptable investment. If not, the security will be sold.
A description of the rating categories is contained in the Appendix to the
Statement of Additional Information.
Asset-Backed Securities
The money market Funds may invest in mortgage-related asset-backed
securities that are considered U.S. government securities. The other Funds may
invest in these and, to varying extents, in other asset-backed securities.
Asset-backed securities are created by the grouping of certain governmental,
government related and private loans, receivables and other lender assets into
pools. Interests in these pools are sold as individual securities. Payments
from the asset pools may be divided into several different tranches of debt
securities, with some tranches entitled to receive regular installments of
principal and interest, other tranches entitled to receive regular
installments of interest, with principal payable at maturity or upon
specified call dates, and other tranches only entitled to receive payments of
principal and accrued interest at maturity or upon specified call dates.
Different tranches of securities will bear different interest rates, which
may be fixed or floating.
Because the loans held in the asset pool often may be prepaid without
penalty or premium, asset-backed securities can be subject to higher
prepayment risks than most other types of debt instruments. Prepayments may
result in a capital loss to the Fund to the extent that the prepaid mortgage
securities were purchased at a market premium over their stated amount.
Conversely, the prepayment of mortgage securities purchased at a market
discount from their stated principal amount will accelerate the recognition
of interest income by the Fund, which would be taxed as ordinary income when
distributed to the shareholders.
The credit characteristics of asset-backed securities also differ in a
number of respects from those of traditional debt securities. The credit
quality of most asset-backed securities depends primarily upon the credit
quality of the assets underlying such securities, how well the entity issuing
the securities is insulated from the credit risk of the originator or any
other affiliated entities, and the amount and quality of any credit
enhancement to such securities.
Foreign Securities
Each Fund may invest in foreign securities, including foreign securities
not publicly traded in the United States. The Starwood Strategic Fund may
invest up to 35% of its total assets in foreign securities. Each of the other
Funds may invest up to 25% of its total assets in foreign securities. The
percentage of a Fund's assets that will be allocated to foreign securities will
vary depending on the relative yields of foreign and U.S. securities, the
economies of foreign countries, the condition of such countries' financial
markets, the interest rate climate of such countries and the relationship of
such countries' currency to the U.S. dollar. These factors are judged on the
basis of fundamental economic criteria (e.g., relative inflation levels and
trends, growth rate forecasts, balance of payments status, and economic
policies) as well as technical and political data.
Investments in foreign securities involve special risks that differ from
those associated with investments in domestic securities. The risks
associated with investments in foreign securities apply to securities issued
by foreign corporations and sovereign governments. These risks relate to
political and economic developments abroad, as well as those that result from
the differences between the regulation of domestic securities and issuers and
foreign securities and issuers. These risks may include, but are not limited
to, expropriation and nationalization, confiscatory taxation, reduced levels of
government regulation of securities markets, currency fluctuations
and restrictions on, and costs associated with, the exchange of currencies,
withholding taxes on interest, limitations on the use or transfer of assets,
political or social instability and adverse diplomatic developments. It may
also be more difficult to enforce contractual obligations or obtain court
judgments abroad than would be the case in the United States because of
differences in the legal systems. If the issuer of the debt or the
governmental authorities that control the repayment of the debt may be unable
or unwilling to repay principal or interest when due in accordance with the
terms of such debt, the Fund may have limited legal recourse in the event of
a default. Moreover, individual foreign economies may differ favorably or
unfavorably from the domestic economy in such respects as growth of gross
national product, the rate of inflation, capital reinvestment, resource self-
sufficiency and balance of payments position.
Additional differences exist between investing in foreign and domestic
securities. Examples of such differences include: less publicly available
information about foreign issuers; credit risks associated with certain foreign
governments; the lack of uniform financial accounting standards applicable to
foreign issuers; less readily available market quotations on foreign issues;
the likelihood that securities of foreign issuers may be less liquid or more
volatile; generally higher foreign brokerage commissions; and unreliable mail
service between countries.
To the extent that debt securities purchased by a Fund are denominated in
currencies other than the U.S. dollar, changes in foreign currency exchange
rates will affect the Fund's net asset value; the value of interest earned;
gains and losses realized on the sale of securities; and net investment
income and capital gain, if any, to be distributed to shareholders by the
Fund. If the value of a foreign currency rises against the U.S. dollar, the
value of the Fund's assets denominated in that currency will increase;
correspondingly, if the value of a foreign currency declines against the U.S.
dollar, the value of the Fund's assets denominated in the currency will
decrease.
Foreign Currency Transactions. The Funds may enter into foreign currency
transactions to obtain the necessary currencies to settle securities
transactions. Currency transactions may be conducted either on a spot or
cash basis at prevailing rates or through forward foreign currency exchange
contracts.
The Funds may also enter into foreign currency transactions to protect Fund
assets against adverse changes in foreign currency exchange rates or exchange
control regulations. Such changes could unfavorably affect the value of Fund
assets which are denominated in foreign currencies, such as foreign
securities or funds deposited in foreign banks, as measured in U.S. dollars.
Although foreign currency transactions may be used by the Fund to protect
against a decline in the value of one or more currencies, such efforts may
also limit any potential gain that might result from a relative increase in
the value of such currencies and might, in certain cases, result in losses to
the Fund.
Municipal Securities
The Municipal Fixed Income Fund may invest in municipal securities. The
Tax-Free Money Market Fund may invest in short-term municipal securities
that qualify as money market instruments.
Municipal securities are generally issued to finance public works, such as
airports, bridges, highways, housing, hospitals, mass transportation projects,
schools, streets, and water and sewer works. They are also issued to repay
outstanding obligations, to raise funds for general operating expenses, and to
make loans to other public institutions and facilities.
The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment
of principal and interest. Interest on and principal of revenue bonds,
however, are payable only from the revenue generated by the facility financed
by the bond or other specified sources of revenue. Revenue bonds do not
represent a pledge of credit or create any debt of or charge against the
general revenues of a municipality or public authority.
Municipal securities may carry fixed or floating rates of interest. Most
municipal securities pay interest in arrears on a semiannual or more frequent
basis. However, certain securities, typically known as capital appreciation
bonds or zero coupon bonds, do not provide for any interest payments prior to
maturity. Such securities are normally sold at a discount from their stated
value, or provide for periodic increases in their stated value to reflect a
compounded interest rate. The market value of these securities is also more
sensitive to changes in market interest rates than securities that provide for
current interest payments.
Participation Interests. The Funds may purchase participation interests
from financial institutions such as commercial banks, savings and loan
associations and insurance companies. These participation interests give the
Fund an undivided interest in one or more underlying municipal securities.
The financial institutions from which the Fund purchases participation
interests frequently provide or obtain irrevocable letters of credit or
guarantees to attempt to assure that the participation interests are of high
quality. These typically give the Fund the right to demand payment of the
principal amounts of the participation interests plus accrued interest on
short notice (usually within seven days).
Municipal Leases. Municipal leases are obligations issued by state and
local governments or authorities to finance the acquisition of equipment and
facilities. They may take the form of a lease, an installment purchase
contract, a conditional sales contract or a participation certificate of any
of the above.
Industrial Development Bonds. Industrial development bonds are issued by
or on behalf of public authorities to provide financing aid to acquire sites or
construct and equip facilities for privately or publicly owned corporations.
The availability of this financing encourages these corporations to locate
within the sponsoring communities and thereby increases local employment.
Industrial development bonds do not represent a pledge of credit or create
any debt of municipality or a public authority, and no taxes may be levied
for payment of principal or interest on these bonds. The principal and
interest is payable solely out of monies generated by the entities using or
purchasing the sites or facilities. These bonds will be considered municipal
securities if the interest paid on them, in the opinion of bond counsel, is
exempt from federal regular income tax.
Municipal Notes. Municipal securities in the form of notes generally are
used to provide for short-term capital needs, in anticipation of an issuer's
receipt of other revenues or financing, and typically have maturities of up
to three years. Such instruments may include Tax Anticipation Notes, Revenue
Anticipation Notes, Bond Anticipation Notes, Tax and Revenue Anticipation
Notes and Construction Loan Notes. The obligations of an issuer of municipal
notes are generally secured by the anticipated revenues from taxes, grants or
bond financing. An investment in such instruments, however, presents a risk
that the anticipated revenues will not be received or that such revenues will
be insufficient to satisfy the issuer's payment obligations under the notes or
that refinancing will be otherwise unavailable.
Tax-Exempt Commercial Paper. Issues of commercial paper typically
represent short-term, unsecured, negotiable promissory notes. These
obligations are issued by state and local governments and their agencies to
finance working capital needs of municipalities or to provide interim
construction financing and are paid from general revenues of municipalities or
are refinanced with long-term debt. In most cases, tax-exempt commercial
paper is backed by letters of credit, lending agreements, note repurchase
agreements or other credit facility agreements offered by banks or other
institutions.
Zero Coupon and Capital Appreciation Bonds. Zero coupon and capital
appreciation bonds are debt securities issued or sold at a discount from their
face value and which do not entitle the holder to any periodic payment of
interest prior to maturity or a specified redemption date (or cash payment
date). The amount of the discount varies depending on the time remaining until
maturity or cash payment date, prevailing interest rates, the liquidity of the
security and the perceived credit quality of the issuer. These securities
also may take the form of debt securities that have been stripped of their
unmatured interest coupons, the coupons themselves or receipts or
certificates representing interest in such stripped debt obligations or
coupons. Discount with respect to stripped tax-exempt securities or their
coupons may be taxable. The market prices of capital appreciation bonds
generally are more volatile than the market prices of interest bearing
securities and are likely to respond to a greater degree to changes in
interest rates than interest bearing securities having similar maturities and
credit quality.
U.S. Government Securities
All of the Funds may invest in U.S. government securities. These
securities are either issued or guaranteed by the U.S. government, its
agencies or instrumentalities. The government securities in which the Fund
may invest are backed in a variety of ways by the U.S. government or its
agencies or instrumentalities. Some of these securities, such as Government
National Mortgage Association ("GNMA") mortgage-backed securities, are
backed by the full faith and credit of the U.S. government. Other securities,
such as obligations of the Federal National Mortgage Association ("FNMA") or
Federal Home Loan Mortgage Corporation ("FHLMC"), are backed by the credit of
the agency or instrumentality issuing the obligations but not the full faith
and credit of the U.S. government. No assurances can be given that the U.S.
government will provide financial support to these other agencies or
instrumentalities, because it is not obligated to do so.
Bank Instruments
All of the Funds may invest in bank instruments of the types described
under "The Taxable Money Market Fund". These instruments may include
Eurodollar Certificates of Deposit ("ECDs"), Yankee Certificates of Deposit
("Yankee CDs") and Eurodollar Time Deposits ("ETDs"). The banks issuing
these instruments are not necessarily subject to the same regulatory
requirements that apply to domestic banks, such as reserve requirements, loan
requirements, loan limitations, examinations, accounting, auditing, and
record keeping and the public availability of information.
Credit Facilities
All of the Funds may invest in demand notes and revolving credit facilities
that qualify as money market instruments. Demand notes are borrowing
arrangements between a corporation and an institutional lender (such as the
Fund) payable upon demand by either party. The notice period for demand
typically ranges from one to seven days, and the party may demand full
or partial payment. Revolving credit facilities are borrowing arrangements in
which the lender agrees to make loans up to a maximum amount upon demand
by the borrower during a specified term. As the borrower repays the loan, an
amount equal to the repayment may be borrowed again during the term of the
facility. The Fund generally acquires a participation interest in a
revolving credit facility from a bank or other financial institution. The
terms of the participation require the Fund to make a pro rata share of all
loans extended to the borrower and entitles the Fund to a pro rata share of
all payments made by the borrower. Demand notes and revolving facilities
usually provide for floating or variable rates of interest. These
instruments are subject to the considerations described above with regard to
foreign securities.
Repurchase Agreements
All of the Funds may invest in repurchase agreements related to eligible
securities. Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell U.S.
government securities or other securities to the Fund and agree at the time
of sale to repurchase them at a mutually agreed upon time and price. Under
the Investment Company Act of 1940, a repurchase agreement is deemed to be
a loan collateralized by the underlying securities. To the extent that the
original seller does not repurchase the securities from the Fund, the Fund
could receive less than the repurchase price on any sale of such securities.
Reverse Repurchase Agreements
The Funds may also enter into reverse repurchase agreements. A reverse
repurchase transaction is similar to borrowing cash. In a reverse repurchase
agreement a Fund transfers possession of a portfolio instrument to another
person, such as a financial institution, broker, or dealer, in return for a
percentage of the instrument's market value in cash, and agrees that on
a stipulated date in the future, the Fund will repurchase the portfolio
instrument by remitting the original consideration plus interest at an agreed
upon rate. The use of reverse repurchase agreements may enable the Fund to
avoid selling portfolio instruments at a time when a sale may be deemed to be
disadvantageous, but the ability to enter into reverse repurchase agreements
does not ensure that the Fund will be able to avoid selling portfolio
instruments at a disadvantageous time.
Lending of Portfolio Securities
In order to generate additional income, each Fund may lend portfolio
securities on a short-term or a long-term basis up to one-third of the value
of its total assets to broker/dealers, banks, or other institutional
borrowers of securities. A Fund will only enter into loan arrangements with
broker/dealers, banks, or other institutions which its investment adviser has
determined are creditworthy under guidelines established by the Board of
Trustees. In these loan arrangements, the Fund will receive collateral in
the form of cash or U.S. government securities equal to at least 100% of the
value of the securities loaned. The Fund continues to be entitled to
payments in amounts equal to the interest, dividends and other distributions
on the loaned security and receives interest on the amount of the loan.
Selling Securities Short
The Starwood Strategic Fund may sell securities short. The Fund will
effect short sales when it is believed that the price of a particular
security will decline. A short sale involves the sale of a security which
the Fund does not own in the hope of purchasing the same security at a later
date at a lower price. To make delivery to the buyer, the Fund must borrow
the security, and the Fund is obligated to return the security to the lender,
which is accomplished by a later purchase of the security by the Fund.
When the Fund makes a short sale, it must deposit with the lender or
maintain in a segregated account cash or government securities to collateralize
its obligation to replace the borrowed securities which have been sold. The
Fund may sell securities short only to the extent that would cause the amounts
on deposit or segregated to equal 25% of the value of its total assets.
The Fund will incur a loss as a result of a short sale if the price of the
security increases between the date of the short sale and the date on which the
Fund purchases the security to replace the borrowed security. The Fund will
realize a gain if the security declines in price between those dates. The
amount of any gain will be decreased and the amount of any loss increased by
any premium or interest the Fund may be required to pay in connection with a
short sale.
When-Issued and Delayed Delivery Transactions
The Funds may purchase securities on a when-issued or delayed delivery
basis. These transactions are arrangements in which a Fund purchases
securities with payment and delivery scheduled for a future time. Prior to
such delivery, no income on the securities accrues to the Fund. In when-
issued and delayed delivery transactions, the Fund relies on the seller to
complete the transaction. The seller's failure to complete the transaction
may cause the Fund to miss a price or yield considered to be advantageous.
Demand Features
The Funds that invest in debt securities may acquire securities that are
subject to puts and standby commitments ("demand features") to purchase the
securities at their principal amount (usually with accrued interest) within a
fixed period following a demand by the Fund. The demand feature may be
issued by the issuer of the underlying securities, a dealer in the securities
or by another third party, and may not be transferred separately from the
underlying security. The Fund uses these arrangements to provide the Fund
with liquidity and not to protect against changes in the market value of the
underlying securities. The bankruptcy, receivership or default by the issuer
of the demand feature, or a default on the underlying security or other event
that terminates the demand feature before its exercise, will adversely affect
the liquidity of the underlying security. Demand features that are
exercisable even after a payment default on the underlying security are
treated as a form of credit enhancement.
Options Transactions
Each of the Funds (except the Taxable Money Market Fund and the
Tax-Free Money Market Fund) may attempt to hedge all or a portion of its
portfolio by buying put options on portfolio securities. These Funds also may
also write covered call options on portfolio securities to attempt to increase
current income. Each Fund may write covered call options and secured
put options on up to 25% of its net assets and may purchase put and call
options provided that no more than 5% of the fair market value of its net
assets may be invested in premiums on such options.
A call option gives the purchaser the right to buy, and the writer the
obligation to sell, the underlying currency, security or other asset at the
exercise price during the option period. A put option gives the purchaser
the right to sell, and the writer the obligation to buy, the underlying
currency, security or other asset at the exercise price during the option
period. The writer of a covered call owns assets that are acceptable for
escrow and the writer of a secured put invests an amount not less than the
exercise price in eligible assets to the extent that it is obligated as a
writer. If a call written by a Fund is exercised, the Fund forgoes any
possible profit from an increase in the market price of the underlying asset
over the exercise price plus the premium received. In writing puts, there is
a risk that the Fund may be required to take delivery of the underlying asset
at a disadvantageous price.
Over-the-counter options ("OTC options") differ from exchange traded
options in several respects. They are transacted directly with dealers and not
with a clearing corporation, and there is a risk of nonperformance by the
dealer as a result of the insolvency of such dealer or otherwise, in which
event the fund may experience material losses. However, in writing options
the premium is paid in advance by the dealer, OTC options, which may not be
continuously liquid, are available for a greater variety of assets, and a
wider range of expiration dates and exercise prices, than are exchange traded
options. The Fund intends to treat OTC options as illiquid securities.
Restricted and Illiquid Securities
The Funds may invest in restricted securities. Restricted securities are
any securities in which a Fund may otherwise invest pursuant to its investment
objective and policies, but which are subject to restriction on resale under
federal securities law. Each Fund will limit investments in illiquid
securities, including certain restricted securities not determined by the
Board of Trustees to be liquid, non-negotiable time deposits, and repurchase
agreements providing for settlement in more than seven days after notice, to
15% of the value of its net assets (10% in the case of the money market Funds).
Portfolio Turnover
Each Fund may trade or dispose of portfolio securities as considered
necessary to meet its investment objective. Each of the Funds intends to make
investments based on long-term investment considerations as opposed to
short-term trading. However, each Fund may take advantage of opportunities
for short-term profits as they arise. Higher portfolio turnover results in
increased Fund expenses, including brokerage commissions, dealer mark-ups
and other transaction costs on the sale of securities and on the reinvestment
in other securities, and results in the acceleration of realization of capital
gains or losses for tax purposes. The Funds cannot accurately predict their
portfolio turnover rates, but it is anticipated that each Fund's annual
turnover rate generally will not exceed 100% (excluding the money market
Funds, which must invest in short-term instruments). Each Fund intends to
comply with the short-term trading restrictions of Subchapter M of the
Internal Revenue Code of 1986, as amended, which could inhibit a rapid change
in a Fund's investments.
NET ASSET VALUE
Net asset value per share (the price at which shares are purchased and
redeemed) is determined as of the close of regular trading on the New York
Stock Exchange (currently 4:00 p.m., Eastern time), on each business day the
Exchange is open for business. Each Fund's net asset value per share is
determined by dividing the sum of the market value of all securities and all
other assets of the applicable Fund, less liabilities of the Fund, by the
number of the Fund's shares outstanding.
The net asset value per share will fluctuate for each Fund other than the
Taxable Money Market Fund and the Tax-Free Money Market Fund. The
portfolio securities of the two money market Funds are valued utilizing the
amortized cost method of valuation, which normally approximates market
value, and which is intended to result in a constant net asset value of $1.00
per share. Although every effort is made to maintain the net asset value of
the money market Funds at $1.00 per share, there can be no assurance that this
constant net asset value will be maintained at all times. For example, in the
event of rapid and sharp increases in current interest rates, a national
credit crisis, or a default by one or more of the issuers of a money market
Fund's portfolio securities, then it is possible that a money market Fund's
net asset value could decline below $1.00 per share.
HOW TO BUY SHARES
Shares of the Funds are sold each day the New York Stock Exchange is open
at the applicable Fund's net asset value per share next calculated after
receipt of the purchase order in proper form. The Trust reserves the right
to reject any purchase request.
Minimum Investment
The minimum initial investment in each Fund is $l,000, except an IRA
for which the minimum initial investment is $500. Former shareholders of the
Unified family of funds, or the Quest funds which acquired the Unified family
of funds, may open an account with less than the required minimum. However,
they are subject to a one-time $4.50 administrative charge to establish the
account. Subsequent investments may be made in amounts of at least $100,
except for an IRA, which must be in amounts of at least $50. Minimum
investments for certain other types of retirement accounts may be different.
See "Shareholder Services."
Opening An Account
An account may be opened by mail or bank wire, as follows:
By Mail. To open a new account by mail:
Complete and sign the account application. (Be sure to specify the
name of the Fund(s) in which an investment is made.)
Enclose a check payable to each Fund specified in the application.
Mail the application and the check to the Transfer Agent at the
following address: The Vintage Funds, c/o Unified Advisers, Inc.,
P.O. Box 6110, Indianapolis, Indiana 46206-6110.
By Wire. To open a new account (or to open an additional account in a
different Fund) by wire, call the Transfer Agent at 1-800-408-4682. A
representative will assist you to obtain an account application by telecopy (or
mail), which must be completed, signed and telecopied (or mailed) to the
Transfer Agent before payment by wire may be made. Then, request your
financial institution to wire immediately available funds to:
Star Bank, N.A.
ABA # 04-20000-13
Attention: Name of Fund (see below)
Number of Fund (see below)
Credit Account # ________ (see below)
The applicable Fund and account numbers are as follows:
Fund Name Fund Number Account Number
Starwood Strategic Fund 20 483616744
Aggressive Growth Fund 21 483616751
Fiduciary Value Fund 23 483616769
Asset Allocation Fund 24 483616777
Taxable Fixed Income Fund 25 483616785
Municipal Fixed Income Fund 26 483616793
Taxable Money Market Fund 30 483616819
Tax-Free Money Market Fund 31 483616827
The order is considered received when Star Bank, N.A., the Trust's
custodian, receives payment by wire. However, the completed account
application must be mailed to the Transfer Agent on the same day the wire
payment is made. See "Opening an Account -- By Mail" above. The Trust will
not permit redemptions until the Transfer Agent receives the application in
proper form. Financial institutions may charge a fee for wire transfers.
Subsequent Investments
Once an account is open, additional purchases of Fund shares may be made
at any time in minimum amounts of $100, except for an IRA, which must be in
amounts of at least $50. Additional purchases may be made:
By sending a check, made payable to the applicable Fund, to The
Vintage Funds, [Name of Fund], P.O. Box 640689, Cincinnati, Ohio
45264-0689. The Trust will charge a $15 fee against a shareholder's
account for any check returned for insufficient funds. The
shareholder also will be responsible for any losses suffered by the
Trust as a result.
By wire to the applicable Fund account as described above under
"Opening an Account -- By Wire". Shareholders should call the
Transfer Agent at 1-800-408-4682 before wiring funds.
By electronic funds transfer from a financial institution through the
Automated Clearing House ("ACH"), as described below.
By telephone order, as described below.
By Automated Clearing House (ACH). Once an account is open, shares
may be purchased or redeemed through ACH in minimum amounts of $100.
ACH is the electronic transfer of funds directly between an account with a
financial institution and the applicable Fund. In order to use the ACH
service, the ACH Authorization section of the account application must be
completed. For existing accounts, an ACH Authorization Form may be obtained
by calling the Transfer Agent at 1-800-408-4682. Allow at least two weeks for
preparation before using ACH. To order a purchase or redemption by ACH,
call the Transfer Agent at 1-800-408-4682. There are no charges for ACH
transactions imposed by the Fund or the Transfer Agent. ACH transactions are
completed approximately two business days following the placement of
the transfer order.
ACH may be used to make direct deposits into a Fund account of part or all
of recurring payments made to a shareholder by his or her employer (corporate,
federal, military, or other) or by the Social Security Administration.
By Telephone Order. Once an account is open, shares may be purchased at a
certain day's price by calling the Transfer Agent at 1-800-408-4682, before the
close of regular trading on the New York Stock Exchange (currently 4:00 p.m.,
Eastern time) on that day. Orders must be for $1,000 or more and may not be
for an amount greater that twice the value of the existing account at the time
the order is placed. Payment by check or wire must be received within
three business days after the order is placed, or the order will be cancelled
and the shareholder will be responsible for any resulting loss to the Fund.
Payment of telephone orders by check may not be mailed to the Transfer
Agent's P.O. Box address herein, but must be mailed to the Transfer Agent at
Unified Advisers, Inc., 429 North Pennsylvania Street, Indianapolis, Indiana
46204. Payment must be accompanied by the order number given at the time the
order is placed. A written confirmation with complete purchase information
will be sent to the shareholder of record shortly after payment is received.
DIVIDENDS AND DISTRIBUTIONS
The Starwood Strategic Fund, the Aggressive Growth Fund, the Asset
Allocation Fund and the Fiduciary Value Fund declare and pay dividends on a
quarterly basis.
The Taxable Fixed Income Fund and the Municipal Fixed Income Fund
declare and pay dividends on a monthly basis.
The Taxable Money Market Fund and The Tax-Free Money Market Fund
declare and pay dividends on a daily basis.
The Funds make distributions of any net realized long-term capital gains at
least once every twelve months. Dividends and distributions are automatically
reinvested in additional shares on payment dates at the ex-dividend net asset
value, unless cash payments are requested on the account application or in
writing to the Transfer Agent. If cash payments are requested with respect to
either of the money market Funds, daily dividends will accumulate and be paid
at the end of each month, as requested in writing. All shareholders on the
record date are entitled to the dividend.
If an order for shares is received on a business day prior to receipt of
wire payment, shares purchased by wire begin earning dividends on the
business day wire payment is received by the Transfer Agent. If the order
for shares and payment by wire are received on the same day, shares begin
earning dividends on the next business day. Shares purchased by check begin
earning dividends on the business day after the check is converted into
federal funds. Shares earn dividends through the business day that proper
written redemption instructions are received by the Transfer Agent. Certain
transactions in the money market Funds are treated differently, as described
below.
Timing of Certain Money Market Fund Transactions
The money market Funds have two transaction times each day, at 12:00
noon (Eastern time) and the close of regular trading on the New York Stock
Exchange (currently 4:00 p.m., Eastern time). New investments represented by
federal funds or bank wires received by the Custodian prior to 12:00 noon are
paid the full dividend for that day; such investments received after 12:00 noon
do not begin to receive daily dividends until the next day. Redemption
orders received prior to 12:00 noon are effected at 12:00 noon, and the
redemption proceeds are normally available that day. Redemption orders
received after 12:00 noon are effected at the close of regular trading on the
New York Stock Exchange, and the redemption proceeds are normally remitted
the next business day. Redemption orders received at any time during a day
do not earn that day's dividend.
EXCHANGE PRIVILEGE
Shares of any Fund may be exchanged for shares of any other Fund at net
asset value, without any additional charges. The shares exchanges must have
been registered in the shareholder's name for at least five days prior to the
exchange request, and must have a net asset value which at least meets the
minimum investment required for the Fund into which the exchange is being
made.
Exchange requests may be made by telephone or in writing. Exchanges will
be effected at the respective net asset values per share of the Funds involved,
next determined after the exchange request is received in proper form. If an
exchange request is received by the Transfer Agent in proper form on a Trust
business day before the close of regular trading on the New York Stock
Exchange (currently 4:00 p.m., Eastern time), the exchange will be effected
that day. An exchange of shares purchased by check will be delayed until the
check has been converted into federal funds and redemption proceeds are
available for purchase of the newly acquired shares, which could take up to
15 days.
By Telephone. Exchange requests may be made by telephone by calling the
Transfer Agent at 1-800-408-4682. Exchange requests made by telephone will
be effected only if (1) the shareholder's existing account has authorized
telephone redemption privileges (see "How to Redeem Shares -- By Telephone"
below) and (2) no account information will change as a result of the exchange.
The Transfer Agent requires personal identification before accepting
any exchange request by telephone, and telephone exchange requests may be
recorded.
By Mail or Telecopy. Exchange requests made in writing should be sent
to The Vintage Funds c/o Unified Advisers, Inc., P.O. Box 6110, Indianapolis,
Indiana 46206-6110. A written request to exchange shares having a net asset
value of less than $5,000 may be sent by telecopy, by first calling the
Transfer Agent at 1-800-408-4682. Regardless of whether the request is sent
by mail or by telecopy, the request must be signed exactly as the
shareholder's name appears on the Trust's account records. If the shares to
be exchanged have a net asset value of $5,000 or more, the request must be
mailed, and all signatures must be properly guaranteed as described below
under "How to Redeem Shares -- Signatures." If shares are to be exchanged
into a new account registered in a different name, or if any account
information will change as a result of the exchange, a separate account
application must be received by the Transfer Agent by mail before the
exchange may be effected.
The exchange privilege is designed to accommodate changes in shareholder
investment objectives. It is not designed for frequent trading in response to
short-term market fluctuations. Accordingly, the Trust reserves the right to
limit a shareholder's use of the exchange privilege. The exchange privilege
may be modified or terminated at any time.
Any exchange involves a redemption of shares of one Fund and an
investment of the redemption proceeds in shares of another Fund. Before
requesting an exchange, a shareholder should read carefully the parts of this
Prospectus describing the Fund into which the exchange will be made. Also, an
exchange is treated for federal income tax purposes as a sale of the shares
given in exchange, and the shareholder may realize a taxable gain or loss on
the exchange.
HOW TO REDEEM SHARES
Shares of each Fund may be redeemed on any day on which the Fund
computes it net asset value. Shares are redeemed at their net asset value next
determined after the Transfer Agent receives the redemption request in proper
form. Redemption requests may be may by mail or by telephone.
By Mail. A shareholder may redeem shares by mailing a written request to
The Vintage Funds, c/o Unified Advisers, Inc., P.O. Box 6110, Indianapolis,
Indiana 46206-6110. Written requests must state the shareholder's name, the
name of the Fund, the account number and the shares or dollar amount to be
redeemed and be signed exactly as the shares are registered.
Signatures. Shareholders requesting a redemption of $5,000 or more,
or a redemption of any amount payable to a person other than the shareholder
of record or to be sent to an address other than that on record with the
Trust, must have all signatures on written redemption requests guaranteed.
The Transfer Agent will accept signatures guaranteed by a financial
institution whose deposits are insured by the FDIC; a member of the New York,
American, Boston, Midwest, or Pacific Stock Exchange; or any other
"eligible guarantor institution," as defined in the Securities Exchange Act of
1934. The Transfer Agent will not accept signatures guaranteed by a notary
public. The Transfer Agent has adopted standards for accepting signature
guarantees from the above institutions. The Trust may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. The Trust and its Transfer Agent reserve the
right to amend these standards at any time without notice.
Redemption requests by corporate and fiduciary shareholders must be
accompanied by appropriate documentation establishing the authority of the
person seeking to act on behalf of the account. Forms of resolutions and other
documentation to assist in compliance with the Transfer Agent's procedures
may be obtained by calling the Transfer Agent.
By Telephone. You may also redeem shares by telephone by calling the
Transfer Agent at 1-800-408-4682. In order to make redemption requests by
telephone, the Telephone Privileges section of the account application must be
completed. For existing accounts, a Telephone Privileges form may be obtained
by calling the Transfer Agent at 1-800-408-4682.
Telephone redemptions may be requested only if the proceeds are to be
issued to the shareholder of record and mailed to the address on record with
the Fund. Upon request, proceeds of $100 or more may be transferred by ACH,
and proceeds of $1,000 or more may be transferred by wire, in either case to
the account stated on the account application. Shareholders will be charged
for outgoing wires.
Telephone privileges and account designations may be changed by sending
the Transfer Agent a written request with all signatures guaranteed as
described above.
The Transfer Agent requires personal identification before accepting any
redemption request by telephone, and telephone redemption instructions may be
recorded. If reasonable procedures are not followed by the Trust, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.
In the event of drastic economic or market changes, a shareholder may
experience difficulty in redeeming by telephone. If such a case should
occur, redemption by mail should be considered.
Receiving Payment
The Trust normally will make payment for all shares redeemed within
three business days after receipt by the Transfer Agent of a redemption request
in proper form, except as provided by the rules of the Securities and Exchange
Commission. A requested wire of redemption proceeds normally will be
effected the following business day, but in no event more than three business
days, after receipt of the redemption request in proper form. However, when
shares are purchased by check or through ACH, the proceeds from the
redemption of those shares are not available, and the shares may not be
exchanged, until the purchase check or ACH transfer has been converted to
federal funds, which could take up to 15 days.
Check Writing (Money Market Funds Only)
Under the Funds' check writing service, shareholders of the Taxable Money
Market Fund or the Tax-Free Money Market Fund may write checks payable to
any payee in any amount of $250 or more. There is no check writing privilege
for the non-money market Funds. A shareholder with check writing privileges
may present for payment three checks per month free of charge; additional
checks will result in a charge of $0.30 per check. Daily dividends will
continue to accrue on the shares redeemed by check until the day the check is
presented for payment.
The Check Writing Privileges section of the account application must be
completed in order to initiate check writing privileges. For existing
accounts, check writing privileges may be initiated by sending a written
request to the Transfer Agent with all signatures guaranteed. A book of
checks will be sent to the shareholder of record upon the Transfer Agent's
receipt of the request.
A check should not be used to close out an account with the Fund because
the balance of the account will continue to increase by the amount of daily
dividends until the check is presented for payment. The Transfer Agent may
impose a charge for checks returned unpaid for insufficient funds or for
effecting stop-payment instructions.
Minimum Account Balance
Due to the high cost of maintaining accounts with low balances, the Trust
may involuntarily redeem Shares in any account, and pay the proceeds to the
shareholder, if the account balance falls below a required minimum value of
$1,000 ($500 for an IRA) due to shareholder redemptions. This requirement
does not apply, however, if the balance falls below the minimum because of
changes in a Fund's net asset value. Before shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional Shares to meet the minimum requirement.
SHAREHOLDER SERVICES
Each time shares are purchased or redeemed, a statement will be mailed
showing the details of the transaction and the number and value of shares
owned after the transaction. Share certificates are not issued. Financial
reports showing investments, income and expenses of the Funds are mailed to
shareholders semi-annually. After the end of each year, shareholders receive a
statement of all their transactions for the year.
The Trust provides a number of plans and services to meet the special needs
of certain investors, including (1) an automatic investment plan, (2) a payroll
deduction plan, (3) a systematic withdrawal plan to provide monthly payments,
(4) retirement plans such as IRA and 403(b), and (5) corporate pension and
profit sharing plans, including a 401(k) plan. Brochures describing these
plans and related charges and account applications are available from the
Transfer Agent by calling 1-800-408-4682.
THE TRUST AND ITS MANAGEMENT
The Trust is an Indiana business trust authorized to offer separate
classes and sub-classes of shares of beneficial interest. At the date of
this Prospectus, the Trust has established each of the eight Funds described
herein as a separate class of its shares. The Trust's offices are at 429
North Pennsylvania Street, Indianapolis, Indiana 46204. The business affairs
of the Trust are under the direction of its Board of Trustees.
Investment Advisory Arrangements
Investment Adviser. Vintage Advisers, Inc., 429 North Pennsylvania
Street, Indianapolis, Indiana 46204, serves as the Trust's investment adviser
(the "Adviser"). The Adviser supervises and assists in the management of the
Funds under an Investment Advisory Agreement between the Adviser and the
Trust, subject to the overall authority of the Board of Trustees. The Adviser
also is responsible for monitoring and evaluating the performance of
each Sub-Adviser, as described below.
The Adviser was organized in December 1994 and is a registered investment
adviser. It has no prior operating history and does not act as the investment
adviser to any other investment companies. The Adviser is controlled by
Timothy L. Ashburn and Jack R. Orben, each of whom owns of record 25% of
its voting securities. The remainder of the Adviser's voting securities are
owned of record by a management retention plan for the benefit of Messrs.
Ashburn and Orben and certain other individuals. Messrs. Ashburn and Orben
control the voting of the shares owned by that plan. They, together with the
other directors and officers of the Adviser, have substantial experience in the
investment counsel and mutual fund industries. Each of the portfolio
managers named below under "Portfolio Managers' Backgrounds" is a director
or officer of the Adviser. Messrs. Ashburn and Orben are members of the
Trust's Board of Trustees.
The Adviser has notified the Trust that, in the event of an initial public
offering of the Adviser's voting securities, the Adviser may offer the first
opportunity to purchase such securities to persons who are then shareholders of
the Funds. The Adviser has also notified the Trust, however, that it has no
current intention of offering its voting securities to the public in the
foreseeable future, and that there can be no assurance that the Adviser will
ever offer its voting securities to the public.
Sub-Advisers. The Adviser has entered into Sub-Advisory Agreements with
Starwood Corporation and Fiduciary Counsel, Inc. (the "Sub-Advisers") to
manage the investment portfolios of certain of the Funds. The Sub-Advisers
are located at 40 Wall Street, New York, New York. They are wholly owned
subsidiaries of Associated Family Services, Inc. ("AFS"). Jack R. Orben owns
33% of the outstanding voting securities of AFS.
Starwood Corporation is the sub-adviser of the Starwood Strategic Fund.
Originated in 1932, Starwood Corporation is a registered investment adviser
that manages approximately $30 million in assets. It does not act as the
investment adviser to any other investment companies.
Fiduciary Counsel, Inc. is the sub-adviser to each of the Fiduciary Value
Fund, the Taxable Fixed Income Fund, the Municipal Fixed Income Fund, the
Taxable Money Market Fund and the Tax-Free Money Market Fund. Formed
in 1931, Fiduciary Counsel is a registered investment adviser that manages
approximately $350 million in assets. It does not act as the investment
adviser to any other investment companies.
Portfolio Managers' Backgrounds
Starwood Strategic Fund. Andrew E. Beer is the Fund's portfolio manager.
Mr. Beer has been the President and Director of Starwood Corporation since
1984.
Aggressive Growth Fund and The Asset Allocation Fund. Timothy L.
Ashburn and Lynn E. Wood are the Funds' portfolio managers. Mr. Ashburn is
the Chairman of the Board and President of the Adviser. Also, since December
1989, he has been the Chairman of the Board of the Distributor and the
Transfer Agent. From July 1991 to April 1994, he also was the Trust Division
Manager and Senior Trust Officer of Vine Street Trust Company, Lexington,
Kentucky. Mr. Wood is the Executive Vice President and Chief Operating
Officer and a Director of the Adviser. Since July 1993, he has been the
President and Chief Operating Officer of the Distributor and the Transfer
Agent. Prior to then, he was Vice President and Managing Director of the
Distributor.
Fiduciary Value Fund, Taxable Fixed Income Fund, Municipal Fixed Income
Fund, Taxable Money Market Fund and Tax-Free Money Market Fund. Ralph
E. Rosamilia is the Funds' portfolio manager. Mr. Rosamilia has been the
President and Chief Executive Officer of Fiduciary Counsel since January 1995.
Prior to then, he was a Managing Director of Fiduciary Counsel since 1986.
Since 1986, Mr. Rosamilia has been Chairman of Fiduciary
Counsel's Investment Policy Committee and a member of its Executive
Committee. Mr. Rosamilia graduated from the University of Pennsylvania's
Wharton School of Business in 1966, and has nearly 30 years of investment
experience.
Advisory Fees
Each Fund pays the Adviser an annual advisory fee, payable monthly,
based on its average daily net assets. The fee is equal to 0.75% of the Fund's
average daily net assets for all of the Funds that may invest principally in
equity securities (i.e., the Starwood Strategic Fund, the Aggressive Growth
Fund, the Fiduciary Value Fund and the Asset Allocation Fund). The fee is
equal to 0.50% of the Fund's average daily net assets for all of the Funds
that may invest principally in debt securities (i.e., the Taxable Fixed
Income Fund, the Municipal Fixed Income Fund, the Taxable Money Market Fund
and the Tax-Free Money Market Fund). These fees are similar to those for other
mutual funds with similar investment objectives, but may be higher than fees
paid by other mutual funds with different investment objectives. The Adviser
has agreed to voluntarily waive some or all of its fees, but may terminate this
voluntary waiver with respect to any Fund at any time at its sole discretion.
The Adviser has also undertaken to reimburse each Fund for operating expenses
in excess of limitations established by certain states. During the period
June 2, 1995 (commencement of operations) to September 30, 1995, only the
Taxable Money Market Fund had investment operations. During that period,
the Adviser waived its entire advisory fee.
The Adviser pays each Sub-Adviser an annual fee for its services in
managing the portfolios of certain of the Funds. These fees are paid
directly by the Adviser from its own assets and are not an expense of the
Funds. The Funds themselves pay no fees to the Sub-Advisers. The sub-
advisory fees are payable monthly, with respect to the applicable Fund's
average daily net assets. For the Starwood Strategic Fund and the Fiduciary
Value Fund, the sub-advisory fee is equal to 0.35% of the Fund's 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. For the Taxable Fixed Income Fund
and the Municipal Fixed Income Fund, the sub-advisory fee is equal to 0.30%
of the Fund's net assets up to $500 million; and 0.25% of net assets in
excess of $500 million. For the Taxable Money Market Fund and the Tax-Free
Money Market Fund, the sub-advisory fee is equal to 0.07% of the Fund's net
assets up to $1 billion; and 0.05% of net assets in excess of $1 billion.
Distribution Services
Distributor. Unified Management Corporation (the "Distributor"), 429
North Pennsylvania Street, Indianapolis, Indiana 46024, acts as each Fund's
distributor pursuant to a Distribution Agreement with the Trust. The
distributor is a subsidiary of Unified Holdings, Inc.
Distribution Plan. Under a Distribution Plan adopted with respect to each
Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, the
Trust pays the Distributor an annual fee, payable monthly, of up to 0.10% of
each Fund's average daily net assets. The Distributor is entitled to retain
all of this distribution fee to reimburse the Distributor for payments made
or expenses incurred for distribution of Fund shares, including those
incurred in connection with preparing and distributing sales literature and
advertising, preparing, printing and distributing prospectuses and statements
of additional information used for other than regulatory purposes or
distribution to existing shareholders, implementing and operating the
Distribution Plan, and compensating third parties for their distribution
services. The Distributor may select financial institutions such as banks,
custodians, investment advisers and broker/dealers to provide sales support
services as agents for their clients or customers.
The Distribution Plan is a compensation-type plan. Therefore, the amounts
payable to the Distributor during any year may be more or less than actual
expenses incurred by the Distributor during such year. No amount payable or
credit due pursuant to the Distribution Plan for any fiscal year may be carried
over for payment or utilized as a credit, as the case may be, beyond the end of
the year, unless authorized by the Trust's Board of Trustees. However, the
Distributor may be able to recover such amounts or may earn a profit from
future payments made by the Trust under the Distribution Plan.
Administration of the Trust
Administrator. Unified Advisers, Inc., 429 North Pennsylvania St.,
Indianapolis, Indiana 46204, serves as the Trust's administrator (the
"Administrator"). Pursuant to a Mutual Fund Services Agreement with the
Trust, the Administrator provides certain administrative personnel and services
(including administration, transfer agency and fund accounting services)
necessary to operate the Funds. For its services, the Administrator receives
an annual fee, payable monthly, from each Fund based on its average daily net
assets. The fee is equal to 0.435% of the Fund's average daily net assets
for all of the Funds, other than the Taxable Money Market Fund and the Tax-Free
Money Market Fund for which the fee is equal to 0.185% of the Fund's average
daily net assets.
Shareholder Services Plan. The Trust has adopted a Shareholder Services
Plan (the "Service Plan") with respect to each Fund, which is administered by
the Administrator. Under the Service Plan, financial institutions, including
brokers, may enter into shareholder service agreements with the Trust 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 one
or more of the Funds. 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. These
administrative services may include, but are not limited to, the provision of
personal services and maintenance of shareholder accounts.
The Glass-Steagall Act limits the ability of a depository institution
(such as a commercial bank or a savings and loan association) to become an
underwriter or distributor of securities. In the event the Glass-Steagall
Act is deemed to prohibit depository institutions from acting in the
capacities described above or should Congress relax current restrictions on
depository institutions, the Board of Trustees will consider appropriate
changes in the services. State securities laws governing the ability of
depository institutions to act as underwriters or distributors of securities
may differ from interpretations given to the Glass-Steagall Act and,
therefore, banks and financial institutions may be required to register as
dealers pursuant to state law.
Other Arrangements. The Adviser, the Distributor or the Administrator may,
from their respective fees, also pay brokers or financial institutions a fee
based upon the net asset value of the Fund shares beneficially owned by the
broker's or financial institution's clients or customers. This fee is in
addition to amounts paid under the Distribution Plan or the Services Plan.
These payments will be made directly by the Adviser, the Distributor or the
Administrator from their own assets, will not be made from the assets of the
Funds and are not an additional expense of the Funds.
From time to time the Distributor will purchase Fund shares on behalf of
its clients and will be entitled to receive 12b-1 fees, shareholder servicing
fees and other administrative fees described herein to the same extent as any
other broker or financial institution.
Transfer Agent, Fund Accounting Agent and Custodian
Unified Advisers, Inc., P.O. Box 6110, Indianapolis, Indiana 46206-6110,
acts as the Trust's transfer agent (the "Transfer Agent") and fund accounting
agent.
Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45201, acts as the
Trust's custodian. General correspondence to the custodian should be
addressed to Star Bank, N.A., P.O. Box 1038, Location 6118, Cincinnati, Ohio
45201. Share purchase orders mailed directly to the custodian (See "How to
Buy Shares -- Subsequent Investments") should be addressed to The Vintage
Funds, [Name of Applicable Fund], P.O. Box 640689, Cincinnati, Ohio
45264-0689.
Portfolio Transactions
The Adviser and Sub-Advisers select the firms that effect brokerage
transactions for their respective Funds, subject to the overall direction and
review of Adviser and the Board of Trustees. The initial criterion that must
be met by the Adviser and Sub-Advisers in selecting brokers and dealers is
whether the firm can obtain the most favorable combination of price and
execution for the transaction. This does not mean that the execution
decision must be based solely on whether the lowest possible commission costs
may be obtained. In seeking the best combination of price and execution, the
Adviser and Sub-Advisers evaluate the execution capability of the firms and
the services they provide, including their general execution capability,
reliability and integrity, willingness to take positions in securities, and
general operational and financial condition.
Subject to this primary objective, the Advisers and Sub-Advisers may select
for brokerage transactions those firms which furnish brokerage and research
services to the Funds, the Adviser or the Sub-Advisers. The Adviser and
Sub-Advisers may also give consideration to firms that have sold Fund shares.
The Board of Trustees has authorized the Funds to pay brokerage commissions
to firms that are affiliated with the Adviser or the Sub-Advisers, subject to
the foregoing criteria.
Expenses
Each Fund pays, except to the extent specifically assumed by others, all
expenses incurred in its operations, and a portion of the Trust's general
administrative expenses are allocated to the Funds either on the basis of their
relative net assets, on the basis of special needs of any Fund, or equally as
is deemed appropriate. The expenses borne by a Fund include: organizational
costs, taxes, interest, brokerage fees and commissions, fees of Trustees,
Securities and Exchange Commission fees, state Blue Sky qualification fees,
advisory and administrative fees, distribution and shareholder servicing fees,
charges of custodians, transfer and dividend disbursing agent's fees, certain
insurance premiums, industry association fees, auditing and legal expenses,
costs attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of calculating the net asset value
of the Fund's shares, costs of shareholders' reports and meetings, costs of
preparing and printing prospectuses and statements of additional information
for regulatory purposes and for distribution to existing shareholders, and any
extraordinary expenses.
"VOICE"
(VISION FOR ON-GOING INVESTMENTS IN CHARITY AND
EDUCATION)
The Adviser has established The Vintage Funds University and Philanthropic
Program (the "Program"), entitled "VOICE" (Vision for On-going Investments
in Charity and Education) pursuant to which the Adviser will make donations
from its own income to certain accredited college or university endowments or
general scholarship funds ("Eligible Institutions") designated by qualified
shareholders. Philanthropic institutions outside of the area of education may
be proposed by qualifying shareholders and may, at the sole discretion of the
Adviser, be accepted for inclusion as an Eligible Institution.
All Vintage Funds shareholders maintaining an average annualized aggregate
net asset value of $25,000 or more over the period of an entire calendar
quarter ("Qualified Shareholders") will be qualified to designate one or more
Eligible Institutions to receive a donation under the Program with respect to
that period. A shareholder making an initial investment of $25,000 or more
in Fund shares may designate one Eligible Institution on the VOICE Program
Application. A shareholder making an initial investment of $1,000,000 or
more (or maintaining that amount for an entire quarterly period) may
designate one additional Eligible Institution for each $l,000,000 invested
(or maintained for such period).
The Adviser will donate, on a quarterly basis, from its own income an
amount equal to 0.25% of the average annualized aggregate net asset value of
the shares owned by the Qualified Shareholder for the preceding quarterly
period, for so long as the average annualized aggregate net asset value of the
shares owned by the Qualified Shareholder remain above $25,000 for such
period. Donations will be made by the Adviser in the name of the Qualified
Shareholder to the Eligible Institution(s) designated by the Qualified
Shareholder. However, while the donation will be made in the Qualified
Shareholder's name, the Qualified Shareholder will not be entitled to any tax
deductions for such donation.
All Qualified Shareholders desiring to change their designated Eligible
Institution(s) may do so twice a year, in January and July. If a Qualified
Shareholder was entitled to designate, and did designate, more than one
Eligible Institution, the amount donated will be allocated according to the
percentages designated on the VOICE Program Application.
Donations will be made by the Adviser from its own income and, therefore,
will have no impact on the expenses or yield of the Funds. There can be no
assurances that the Adviser will have income from which to make donations.
The preceding information is only a summary of the VOICE Program and is
qualified in its entirety by the more complete information available from the
Adviser.
Information about the VOICE Program, including applications to participate
in the Program, may be obtained from the Adviser by calling 1-800-408-4682
(1-800-40-VINTAGE).
TAXES
It is intended that each Fund will qualify as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended (the "Code"),
as long as such qualification is in the best interest of the Fund's
shareholders. Such qualification relieves each Fund of liability for federal
income tax to the extent its earnings are distributed in accordance with the
Code.
A shareholder receiving a distribution of ordinary income and/or an
excess of net short-term capital gain over net long-term capital loss
ordinarily would treat it as a receipt of ordinary income in the computation
of the shareholder's gross income, whether such distribution is received in
cash or reinvested in additional shares. Any distribution of the excess of
net long-term capital gain over net short-term capital loss ordinarily is
taxable to shareholders as long-term capital gain regardless of how long the
shareholder has held shares. Dividends and distributions also may be subject
to state and local taxes.
Shareholders will receive statements as to the tax status of dividends and
distributions annually, as well as periodic account summaries that will include
information as to any dividends and distributions from securities gains paid
during the year. Shareholders should consult their own tax advisers with
questions regarding federal, state or local taxes.
The Municipal and Tax-Free Funds
Shareholders of the Municipal Fixed Income Fund or the Tax-Free Money
Market Fund are not required to pay federal regular income tax on any
dividends received from the Fund that represent net interest on tax-exempt
municipal bonds. However, under the Tax Reform Act of 1986, dividends
representing net interest earned on some municipal bonds may be included
in calculating the federal individual alternative minimum tax or the federal
alternative minimum tax for corporations. The alternative minimum tax,
imposed at a maximum rate of 28% of alternative minimum taxable income for
individuals and other non-corporate taxpayers, and 20% for corporations,
applies when it exceeds the regular tax for the taxable year. Alternative
minimum taxable income is equal to the regular taxable income of the taxpayer
increased by certain "tax preference" items not included in regular taxable
income and reduced by only a portion of the deductions allowed in the
calculation of the regular tax.
The Tax Reform Act of 1986 treats interest on certain "private activity"
bonds issued after August 7, 1986, as a tax preference item for both
individuals and corporations. Unlike traditional governmental purpose
municipal bonds, which finance roads, schools, libraries, prisons and other
public facilities, private activity bonds provide benefits to private
parties. The Municipal Fixed Income Fund and the Tax-Free Money Market Fund
may purchase all types of municipal bonds, including private activity bonds.
Thus, should a Fund purchase any such bonds, a portion of the Fund's
dividends may be treated as a tax preference item.
In addition, in the case of a corporate shareholder, dividends of these
Funds which represent interest on municipal bonds may be subject to the 20%
corporate alternative minimum tax because the dividends are included in a
corporation's "adjusted current earnings." The corporate alternate minimum tax
treats 75% of the excess of a taxpayer's pre-tax "adjusted current earnings"
over the taxpayer's alternative minimum taxable income as a tax preference
item. "Adjusted current earnings" is based upon the concept of a corporation's
"earnings and profits." Since "earnings and profits" generally includes the
full amount of any Fund dividend, and alternative minimum taxable income does
not include the portion of the Fund's dividend attributable to municipal
bonds which are not private activity bonds, the difference will be included
in the calculations of the corporation's alternative minimum tax.
Dividends of the Municipal Fixed Income Fund and the Tax-Free Money
Market Fund representing net interest income earned on some temporary
investments and any realized net short-term gains are taxed as ordinary income.
Backup Withholding
The Trust may be required to withhold federal income tax at a rate of 31%
from dividends and redemption proceeds paid to non-corporate shareholders.
This tax may be withheld from dividends if a shareholder fails to furnish the
Trust with the shareholder's correct taxpayer identification number, the
Internal Revenue Service (the "IRS") notifies the Trust that the shareholder
has failed to report certain income to the IRS, or the shareholder fails to
certify that he or she is not subject to backup withholding when required to
do so. Backup withholding is not an additional tax and the shareholder may
credit any amounts withheld against the shareholder's federal income tax
liability.
PERFORMANCE INFORMATION
From time to time the Trust may publish performance information relative to
the Funds, and may include such information in advertisements, sales literature
or shareholder reports. This information will be based on historical
performance and is not intended to indicate future performance. Additional
information about the performance of the Funds will be contained in the Trust's
annual reports to shareholders which may be obtained without charge by calling
the Trust.
Total return quotations for the Funds (other than the money market Funds)
are expressed in terms of average annual compounded rates of return for the
periods quoted, and will assume that all dividends and distributions were
reinvested in additional shares.
Yield quotations for the Funds (other than the money market Funds) are
based upon a 30-day period ended on a specific date, computed by dividing the
Fund's net investment income per share earned during the period by the Fund's
price per share on the last day of the period. This number is then annualized
using semi-annual compounding.
The Taxable Money Market Fund and the Tax-Free Money Market Fund
may quote their current yields and effective yields. The "yield" of a money
market Fund refers to the income generated by an investment in the Fund over a
seven-day period. This income is then annualized. The amount of income
generated by investments during the week is assumed to be generated each week
over a 52-week period and is shown as a percentage of the investment. The
"effective yield" is calculated similarly but, when annualized, the income
earned by an investment in the Fund is assumed to be reinvested. The
effective yield will be slightly higher than the yield because of the
compounding effect of this assumed reinvestment.
The Municipal Fixed Income Fund and the Tax-Free Money Market Fund
may also quote their "tax-equivalent yield", which is calculated similarly to
the yield, but is adjusted to reflect the taxable yield that the Fund's
shares would have had to earn to equal the actual yield, assuming a specific
tax rate. A Fund's tax-equivalent yield will always be higher than its
taxable yield.
Comparative performance information may be used from time to time in
advertising or marketing information relative to the Funds, including certain
indices or data from Lipper Analytical Services, Inc., Morningstar Mutual Fund
Report and other publications.
GENERAL INFORMATION
The Trust was organized on February 1, 1995 as an Indiana business trust.
The Trust's Declaration of Trust permits the Trust to offer and sell an
unlimited number of full and fractional shares of beneficial interest in each
of the Funds and to create additional Funds. Each Fund of the Trust issues
its own class of shares of beneficial interest. The shares of each Fund
represent an interest only in that Fund's assets (and 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 Fund has a proportionate vote
on each matter submitted to shareholders of that Fund. All shares of each
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, the Trust is not required to hold annual meetings of
shareholders. The Trust 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.
Shareholder inquiries may be made by writing to The Vintage Funds, c/o
Unified Advisers, Inc., P.O. Box 6110, Indianapolis, Indiana 46206-6110, or by
calling 1-800-408-4682 (1-800-40-VINTAGE).
[Begin Back Cover Page]
THE VINTAGE FUNDS
The Starwood Strategic Fund
The Agressive Growth Fund
The Fiduciary Value Fund
The Asset Allocation Fund
The Taxable Fixed Income Fund
The Municipal Fixed Income Fund
The Taxable Money Market Fund
The Tax-Free Money Market Fund
PROSPECTUS
January 29, 1996
TRANSFER AGENT
Unified Advisers, Inc.
429 N. Pennsylvania Street
Indianapolis, Indiana 46204
CUSTODIAN
Star Bank, N.A.
425 Walnut Street
Cincinnati, Ohio 45201
INVESTMENT ADVISER
Vintage Advisers, Inc.
429 N. Pennsylvania Street
Indianapolis, Indiana 46204
THE VINTAGE FUNDS
P.O. Box 6110
Indianapolis, Indiana 46206-6110
1-800-40-VINTAGE (1-800-408-4682
THE VINTAGE FUNDS
The Taxable Money Market Fund
The Tax-Free Money Market Fund
(The "Funds")
Supplement to Prospectus
dated January 29, 1996
for Maryland Residents
The Funds may invest in certain "derivative securities," including asset
backed securities.
An investment in these funds involves investment risks, including the possible
loss of principal. The investment risks depend upon many factors, including
the investment objectives of each Fund. These investment objectives are
disclosed in the "Investment Objectives and Policies" section, beginning on
page 6 of the Prospectus. There is no assurance that any Fund will achieve
its investment objective, and there is no assurance that the money market
Funds will be able to maintain a stable net asset value of $1.00 per share.
There are various specific risks associated with each type of investment which
the Funds may make. Each type of investment and the associated investment
risks is described in the "Certain Investments and Investment Techniques"
section, beginning on page 9 of the Prospectus. Additional information
concerning types of investments and associated risks may be found in the
Statement of Additional Information under the heading "Types of Investments
and Investment Techniques."
THE VINTAGE FUNDS
The Taxable Money Market Fund
The Tax-Free Money Market Fund
(The "Funds")
Supplement to Prospectus
dated January 29, 1996
for Minnesota residents
Important information regarding investment risks is contained in this
prospectus on page 5 under the heading "Investment Objectives and Investment
Risks." Additional information concerning risks involved with various types
of investments which may be made by the Funds is disclosed in this prospectus,
beginning on page 9, under the heading "Certain Investments and Investment
Techniques." Information concerning investment risks is also contained in the
Statement of Additional Information.
THE VINTAGE FUNDS
The Taxable Money Market Fund
The Tax-Free Money Market Fund
SUPPLEMENT TO PROSPECTUS DATED JANUARY 29, 1996
To Missouri Residents:
Investment in these Funds may involve a higher degree of risk than investment
in more traditional open-end, diversified investment companies because the
Funds may invest in foreign securities.
THE VINTAGE FUNDS
PROSPECTUS Prospectus dated January 29, 1996
The Vintage Funds (the "Trust") is an open-end, management investment
company (a mutual fund) having eight separate portfolios, each of which has its
own separate investment objective and policies. Two of the portfolios offered
by the Trust are money markets, The Taxable Money Market Fund and The
Tax-Free Money Market Fund (the "Funds").
The Taxable Money Market Fund seeks a high level of current income
consistent with the preservation of capital and maintenance of liquidity by
investing principally in a diversified portfolio of short-term money market
instruments. The Fund intends to maintain a constant net asset value of $1.00
per share, although there is no assurance that it will be able to do so.
The Tax-Free Money Market Fund seeks a high level of current income that
is exempt from federal income tax consistent with the preservation of capital
and maintenance of liquidity by investing principally in a diversified
portfolio of high quality, short-term municipal securities. The Fund intends
to maintain a constant net asset value of $1.00 per share, although there is
no assurance that it will be able to do so.
The shares offered hereby are not deposits or obligations of any financial
institution and are not insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board or any other government agency. Investment in the
shares involves investment risks including the possible loss of principal.
There can be no assurance that the Funds will be able to maintain a stable
net asset value of $1.00 per share.
This Prospectus contains information that you should know before
investing in either of the Funds and it should be retained for future
reference. A Statement of Additional Information, dated January 29, 1996 has
been filed with the Securities and Exchange Commission and is incorporated
herein by reference. The Statement of Additional Information is available
upon request and without charge by calling 1-800-408-4682 (1-800-40-VINTAGE).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
SUMMARY OF FUND EXPENSES 3
FINANCIAL HIGHLIGHTS 4
HIGHLIGHTS 5
INVESTMENT OBJECTIVES AND
POLICIES 6
The Taxable Money Market Fund 7
The Tax-Free Money Market Fund 8
Fundamental Investment Limitations 9
CERTAIN INVESTMENTS AND
INVESTMENT TECHNIQUES 9
NET ASSET VALUE 18
HOW TO BUY SHARES 18
Minimum Investment 18
Opening an Account 18
By Mail 18
By Wire 18
Subsequent Investments 19
By Automated Clearing House (ACH) 19
DIVIDENDS AND DISTRIBUTIONS 20
EXCHANGE PRIVILEGE 20
By Telephone 21
By Mail or Telecopy 21
HOW TO REDEEM SHARES 21
By Mail 21
Signatures 22
By Telephone 22
Receiving Payment 22
Check Writing 23
Minimum Account Balance 23
SHAREHOLDER SERVICES 23
THE TRUST AND ITS MANAGEMENT 24
Investment Advisory Arrangements 24
Investment Adviser 24
Sub-Advisers 24
Portfolio Managers' Background 25
Advisory Fees 25
Distribution Services 25
Distributor 25
Distribution Plan 25
Administration of the Trust 26
Administrator 26
Shareholder Services Plan 26
Other Arrangements 26
Transfer Agent, Fund Accounting Agent
and Custodian 27
Portfolio Transactions 27
Expenses 27
THE "V.O.I.C.E. " PROGRAM 28
TAXES 29
The Tax-Free Fund 29
Backup Withholding 30
PERFORMANCE INFORMATION 30
GENERAL INFORMATION 31
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and in the Funds'
official sales literature in connection with the offer of the Funds' shares,
and, if given or made, such other information or representation must not be
relied upon as having been authorized by the Funds. This Prospectus does not
constitute an offer in any State in which, or to any person to whom, such
offering may not lawfully be made.
SUMMARY OF FUND EXPENSES
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price). . . . . . . . . . . . . . . . . . . None
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price). . . . . . . . . . . . . . . . . . . None
Deferred Sales Load (as a percentage of original purchase price or
redemption proceeds, as applicable). . . . . . . . . . . . . . . . . . . None
Redemption Fee (as a percentage of amount redeemed, if applicable) . . . None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None
Annual Fund Operating Expenses *
(As a percentage of projected average net assets)
Management 12b-1 Servicing Other (1) Total (2)
Fund Name Fees Fees Fees Expenses Expenses
Taxable Money 0.50% 0.10% 0.15% 0.25% 1.00%
Market
Tax-Free Money 0.50% 0.10% 0.15% 0.25% 1.00%
Market
(1) The Adviser has voluntarily agreed to waive its management fees
to the extent necessary to cause the Other Expenses of each Fund to be as
indicated. 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. Absent the voluntary fee waiver arrangement, Other
Expenses are not expected to exceed 0.50%.
(2) Absent the voluntary fee waiver arrangement, Total Expenses are not
expected to exceed 1.25%.
* The Funds commenced operations on June 2, 1995 and only the Taxable
Money Market Fund had investment operations during the period ended
September 30, 1995. Thus, the expenses in the table are estimated based
on average expenses expected to be incurred during the year ending
September 30, 1996. During the course of this period, expenses may be
more or less than the average amounts shown.
Initial investments of less than the required minimum by persons exempt
from the minimum investment requirement are subject to a one-time $4.50
administrative charge. See "How to Buy Shares." Wire-transferred
redemptions are subject to a $15.00 charge and certain checking transactions
may be subject to additional charges. See "How to Redeem Shares".
The purpose of this table is to assist the investor in understanding the
various costs and expenses that a shareholder of a Fund will bear, either
directly or indirectly. Long-term shareholders may pay more than the economic
equivalent of the maximum front-end sales charge permitted under the rules of
the National Association of Securities Dealers, Inc. For a further
description of the various costs and expenses incurred by the Funds, see "The
Trust and its Management."
Example:
An investor would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of each time
period:
Fund Name 1 Year 3 Years
Taxable Money Market Fund 10.00 31.19
Tax-Free Money Market Fund 10.00 31.19
The amounts listed in the example should not be considered as
representative of future expenses and actual expenses may be greater or less
than those indicated. Moreover, while the example assumes a 5% annual
return, a Fund's performance will vary and may result in an actual return
greater or less than 5%.
The Funds may invest incidentally in other mutual funds. To the extent
that a Fund invests in other mutual funds, the Fund will indirectly bear its
proportionate share of any fees and expenses paid by such other funds, in
addition to the fees and expenses payable directly by the Fund. Therefore, to
the extent that the Fund invests in other mutual funds, the Fund will incur
higher expenses, many of which may be duplicative. These expenses will be
borne by the Fund, and are not included in the expenses reflected in the
table or example above. See " Certain Investments and Investment Techniques --
Investments in Other Mutual Funds."
FINANCIAL HIGHLIGHTS
The following schedule of per share data and ratios for the period
from June 2, 1995 through September 30, 1995 has been audited by Price
Waterhouse LLP, independent accountants, whose report thereon is included in
the 1995 Annual Report to Shareholders which is incorporated by reference in
the Statement of Additional Information. During this period, only the Taxable
Money market fund had investment operations. Therefore, the schedules for
the Tax-Free Money Market Fund is not meaningful and has been omitted. This
schedule should be read in conjunction with the other financial statements
and notes thereto included in the Annual Report, which is available without
charge by calling the Funds at 1-800-408-4682.
FINANCIAL HIGHLIGHTS
Period June 2, 1995 through September 30, 1995
Taxable Money
Market Fund
Per Share Operating Performance
Net Asset Value, $1.00
Beginning of Period
Income From
Investment Operations:
Net Investment income 0.002
Total from investment income 0.002
Less Distributions:
Dividends from
net investment income (0.002)
Total from distributions (0.002)
Net Asset Value, End of Period $1.00
Total Return 0.20%
Ratios/Supplemental Data
Net assets, end of period $1,230,385
Ratio of net expenses (after
reimbursement) to average net assets 0.47%
Ratio of net investment income
to average net assets 0.65%
HIGHLIGHTS
Investment Objectives and Investment Risks
An investment in the Funds involves investment risks including the
possible loss of principal. These risks depend upon many factors including,
among others, the Fund's investment objective, the credit quality of the
securities held and interest rate movements. There is no assurance that either
Fund will be able to maintain a stable net asset value of $1.00 per share. See
"Investment Objectives and Policies" and "Certain Investments and
Investment Techniques."
Liquidity
Each Fund continuously offers and redeems its shares at a constant net
asset value of $1.00 per share. See "How to Buy Shares," "How to Redeem
Shares" and "Net Asset Value."
No Sales or Redemption Charges
There are no commissions, fees or charges by the Trust for the purchase
or redemption of shares. Initial investments below the stated minimum,
wire-transferred redemptions and certain checking transactions may be subject
to additional charges. See "Summary of Fund Expenses," "How to Buy Shares"
and "How to Redeem Shares."
Minimum Investment
A minimum investment of $1,000 is required to open an account, except
an IRA account for which the minimum is $500. Former shareholders of the
Unified family of funds, or the Quest funds which acquired the Unified family
of funds, may open an account with less than the required minimum. However,
they are subject to a one-time $4.50 administrative charge to establish the
account. Subsequent investments must be at least $100, or $50 for an IRA.
See "How to Buy Shares."
Investment Advisers
Vintage Advisers, Inc. is the Funds' investment adviser (the "Adviser").
The Adviser has engaged Fiduciary Counsel, Inc. to serve as sub-adviser. The
sub-adviser manages the investment portfolios of the Funds, subject to the
Adviser's overall management. See "The Trust and its Management."
Retirement Plans and Other Shareholder Services
The Trust offers retirement plans including a prototype Profit Sharing
Plan, Money Purchase Pension Plan, Salary Savings Plan - 401(k) and IRA
accounts, as well as a number of special shareholder services. For
information regarding these plans or services, call the Transfer Agent at
1-800-408-4682. See "Shareholder Services."
The "V.O.I.C.E. " Program
(Vision For On-Going Investments In Charity and Education)
The Adviser administers The Vintage Funds University and Philanthropic
Program pursuant to which the Adviser will make contributions to the general
scholarship funds or endowments of certain accredited colleges and universities
designated by qualified shareholders of any of the Funds. For information
regarding this Program, call the Adviser at 1-800-408-4682. Also see "The
V.O.I.C.E. Program" below.
INVESTMENT OBJECTIVES AND POLICIES
The Funds' investment objectives cannot be changed without shareholder
approval. While there is no assurance that either Fund will achieve its
investment objective, it endeavors to do so by following the investment
policies described in this Prospectus. Unless otherwise indicated, the
Funds' investment policies may be changed by the Trust's Board of Trustees
without shareholder approval. Shareholders will be notified before any
material change in investment policies becomes effective.
The following sections are concise descriptions of the Funds and their
investment objectives and policies. More information about certain types of
investments and investment techniques is provided below under "Certain
Investments and Investment Techniques" and in the Statement of Additional
Information.
The Taxable Money Market Fund
The Taxable Money Market Fund seeks a high level of current income
consistent with the preservation of capital and maintenance of liquidity. The
Fund pursues this objective by investing principally in a diversified
portfolio of high quality, short-term money market instruments.
The Fund's investments are selected by its sub-adviser, Fiduciary Counsel,
Inc. These investments principally include:
direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
notes and bonds;
notes, bonds, and discount notes of U.S. government agencies or
instrumentalities;
short-term corporate debt instruments (including commercial paper and
variable rate demand notes) which mature in 270 days or less;
domestic and foreign issues of corporate debt obligations having
floating or fixed rates of interest and having remaining maturities of
less than 13 months;
time deposits (including savings deposits and certificates of deposit)
and bankers acceptances in commercial banks or savings associations
whose accounts are insured by the Federal Deposit Insurance
Corporation (the "FDIC"), including certificates of deposit issued by
and other time deposits in foreign branches of FDIC insured financial
institutions or who have at least $100 million in capital
(collectively, "domestic bank instruments");
other short-term investments of a type which the adviser determines
presents minimal credit risks and which are of "high quality" as
determined by a nationally recognized statistical rating organization,
or, in the case of an instrument that is not rated, of comparable
quality in the judgment of the adviser; and
repurchase agreements collateralized by eligible investments.
The Fund may invest only in securities that, at the time of purchase, have
a remaining maturity of less than 13 months and that are "eligible
securities" as defined by regulations of the Securities and Exchange
Commission. "Eligible securities" generally include securities rated in one
of the two highest categories by at least two nationally recognized
statistical rating organizations (or by one such rating agency if only one
has issued a rating) or, if unrated, are determined to be of comparable
quality by Fiduciary Counsel pursuant to policies approved by the Board of
Trustees. If the Fund purchases an eligible security and its rating is
subsequently downgraded so that the security is no longer of high quality,
the Fund will consider and take appropriate action, which may include
divesting the security. The Fund will maintain a dollar-weighted average
portfolio maturity of 90 days or less.
The Tax-Free Money Market Fund
The Tax-Free Money Market Fund seeks a high level of current income that
is exempt from federal income tax consistent with the preservation of capital
and maintenance of liquidity. The Fund pursues this objective by investing
principally in a diversified portfolio of high quality, short-term municipal
securities
The Fund invests principally in high quality, short-term municipal
securities, the interest from which is exempt from federal income tax.
Municipal securities are debt obligations issued by or on behalf of states,
territories and possessions of the United States, including the District
of Columbia, and their political subdivisions, agencies and
instrumentalities, the interest from which is exempt from federal regular
income tax. They are described in more detail below under "Certain
Investments and Investment Techniques" and in the Statement of Additional
Information. The Fund may invest up to 25% of its assets in securities of
issuers located in the same state.
As a matter of investment policy, which may not be changed without
shareholder approval, under normal circumstances, the Fund will be invested so
that at least 80% of the income from investments will be exempt from federal
income tax or that at least 80% of its net assets are invested in
obligations, the interest from which is exempt from federal income tax.
Interest income that is exempt from federal income tax retains its federal
tax-free status when distributed to the Fund's shareholders. As described
below under "Taxes," income from certain types of municipal securities may be
subject to the federal alternative minimum tax. To the extent that the Fund
invests in these securities, a shareholder, depending on the shareholder's
own tax status, may be subject to alternative minimum tax on that part of the
Fund's distributions derived from these securities. However, the Fund will
limit its investments in these securities so that no more than 20% of its
income will be subject to the alternative minimum tax.
From time to time, during periods of other than normal market conditions,
the Fund may invest in instruments that may or may not be exempt from federal
income tax. Although the Fund is permitted to make taxable, temporary
investments, there is no current intention of generating income subject to
federal regular income tax.
The Fund may invest only in securities that, at the time of purchase, have
a remaining maturity of less than 13 months and that are "eligible
securities" as defined by regulations of the Securities and Exchange
Commission. "Eligible securities" generally include securities rated in one
of the two highest rating categories by at least two nationally recognized
statistical rating organizations (or by one such rating agency if only one
has issued a rating) or, if unrated, determined to be of comparable quality
by the Fund's sub-adviser, Fiduciary Counsel, Inc., pursuant to policies
approved by the Board of Trustees. If the Fund purchases an eligible
security and its rating is subsequently downgraded so that the security is no
longer of high quality, the Fund will consider and take appropriate action,
which may include divesting the security. The Fund will maintain a dollar-
weighted average portfolio maturity of 90 days or less.
Fundamental Investment Limitations
The following investment limitations cannot be changed without shareholder
approval. These limitations are considered at the time of purchase; a sale of
securities is not required in the event of a subsequent change in circumstances.
None of the Funds will:
borrow money or pledge securities except that, for temporary or emergency
purposes, each Fund may borrow up to one-third of the value of total assets
(including the amount borrowed) and pledge up to 15% of the value of those
assets to secure such borrowings;
lend any of its assets, except portfolio securities up to one-third of
the value of its total assets. This shall not prevent a Fund from
purchasing or holding U.S. government obligations, money market
instruments, variable rate demand notes, bonds, debentures, notes,
certificates of indebtedness, or other debt securities, entering into
repurchase agreements, or engaging in other transactions where permitted
by the Fund's investment objective, policies and limitations;
with respect 75% of the value of its total assets (100% in the case of the
Taxable Money Market Fund), invest more than 5% of the value of its total
assets in the securities (other than securities issued or guaranteed by the
government of the United States or its agencies or instrumentalities,
repurchase agreements collateralized by U.S. government securities and
securities of other investment companies) of any one issuer or acquire
more than 10% of the outstanding voting securities of any one issuer;
invest 25% or more of the value of its total assets in any one industry
or in government securities of any one foreign country, except that each
Fund may invest without limitation in securities issued or guaranteed by
the U.S. government, its agencies or instrumentalities or in domestic
bank instruments;
invest in more than 3% of the total outstanding voting securities of any
one investment company or invest more than 5% of its total assets in any
one investment company, or invest more than 10% of its total assets in
investment companies in general. The foregoing limitations are not
applicable to investment company securities acquired as part of a merger,
consolidation, reorganization and other acquisition.
CERTAIN INVESTMENTS AND INVESTMENT TECHNIQUES
This Section describes certain types of investments, investment techniques
and investment policies and limitations of the Funds. For further information,
see the Statement of Additional Information.
Fixed Rate Corporate Debt Obligations
Both of the Funds may invest in fixed rate corporate debt obligations.
Fixed rate securities tend to exhibit more price volatility during times of
rising or falling interest rates than securities with floating rates of
interest. This is because floating rate securities, as described below,
behave like short-term instruments in that the rate of interest they pay is
subject to periodic adjustments based on a designated interest rate index.
Fixed rate securities pay a fixed rate of interest and are more sensitive to
fluctuating interest rates. In periods of rising interest rates the value of
a fixed rate security is likely to fall. Fixed rate securities with short-
term characteristics are not subject to the same price volatility as fixed
rate securities without such characteristics. Therefore, they behave more
like floating rate securities with respect to price volatility.
Many corporate debt obligations permit the issuers to call the security and
thereby redeem their obligations earlier than the stated maturity dates.
Issuers are more likely to call bonds during periods of declining interest
rates. In these cases, if a Fund owns a bond which is called, the Fund will
receive its return of principal earlier than expected and would likely be
required to reinvest the proceeds at lower interest rates, thus reducing
income to the Fund.
Other Corporate Debt Obligations
The Funds may also invest in other corporate debt obligations, including
those described below.
Floating Rate Obligations. Floating rate securities are generally
offered at an initial interest rate which is at or above prevailing market
rates. The interest rate paid on these securities is then reset periodically
(commonly every 90 days) to an increment over some predetermined interest
rate index. Commonly utilized indices include the three-month Treasury bill
rate, the 180-day Treasury bill rate, the one-month or three-month London
Interbank Offered Rate (LIBOR), the prime rate of a bank, the commercial
paper rates, or the longer-term rates on U.S. Treasury securities.
Variable Rate Demand Notes. Variable rate demand notes are long-term
corporate debt instruments that have variable or floating interest rates and
provide the Fund with the right to tender the security for repurchase at its
stated principal amount plus accrued interest. Such securities typically bear
interest at a rate that is intended to cause the securities to trade at par.
The interest rate may float or be adjusted at regular intervals (ranging from
daily to annually), and is normally based on an interest index or a stated
percentage of a prime rate or another published rate. Many variable rate
demand notes allow the Fund to demand the repurchase of the security on not
more than seven days prior notice. Other notes only permit the Fund to
tender the security at the time of each interest rate adjustment or at other
fixed intervals.
Zero Coupon Securities. Corporate zero coupon securities are:
(i) notes or debentures which do not pay current interest and are issued at
substantial discounts from par value, or (ii) notes or debentures that pay no
current interest until a stated date one or more years into the future, after
which the issuer is obligated to pay interest until maturity, usually at a
higher rate than if interest were payable from the date of issuance.
Asset-Backed Securities
The Funds may invest in mortgage-related asset-backed securities that are
considered U.S. government securities. Asset-backed securities are created by
the grouping of certain governmental, government related and private loans,
receivables and other lender assets into pools. Interests in these pools are
sold as individual securities. Payments from the asset pools may be divided
into several different tranches of debt securities, with some tranches
entitled to receive regular installments of principal and interest, other
tranches entitled to receive regular installments of interest, with principal
payable at maturity or upon specified call dates, and other tranches only
entitled to receive payments of principal and accrued interest at maturity or
upon specified call dates. Different tranches of securities will bear
different interest rates, which may be fixed or floating.
Because the loans held in the asset pool often may be prepaid without
penalty or premium, asset-backed securities can be subject to higher
prepayment risks than most other types of debt instruments. Prepayments may
result in a capital loss to the Fund to the extent that the prepaid mortgage
securities were purchased at a market premium over their stated amount.
Conversely, the prepayment of mortgage securities purchased at a market
discount from their stated principal amount will accelerate the recognition
of interest income by the Fund, which would be taxed as ordinary income when
distributed to the shareholders.
The credit characteristics of asset-backed securities also differ in a
number of respects from those of traditional debt securities. The credit
quality of most asset-backed securities depends primarily upon the credit
quality of the assets underlying such securities, how well the entity issuing
the securities is insulated from the credit risk of the originator or any
other affiliated entities, and the amount and quality of any credit
enhancement to such securities.
Foreign Securities
Each Fund may invest in foreign securities, including foreign securities
not publicly traded in the United States. Each of the Funds may invest up
to 25% of its total assets in foreign securities. The percentage of a Fund's
assets that will be allocated to foreign securities will vary depending on the
relative yields of foreign and U.S. securities, the economies of foreign
countries, the condition of such countries' financial markets, the interest
rate climate of such countries and the relationship of such countries'
currency to the U.S. dollar. These factors are judged on the basis of
fundamental economic criteria (e.g., relative inflation levels and trends,
growth rate forecasts, balance of payments status, and economic policies) as
well as technical and political data.
Investments in foreign securities involve special risks that differ from
those associated with investments in domestic securities. The risks
associated with investments in foreign securities apply to securities issued
by foreign corporations and sovereign governments. These risks relate to
political and economic developments abroad, as well as those that result from
the differences between the regulation of domestic securities and issuers and
foreign securities and issuers. These risks may include, but are not limited
to, expropriation and nationalization, confiscatory taxation, reduced levels of
government regulation of securities markets, currency fluctuations
and restrictions on, and costs associated with, the exchange of currencies,
withholding taxes on interest, limitations on the use or transfer of assets,
political or social instability and adverse diplomatic developments. It may
also be more difficult to enforce contractual obligations or obtain court
judgments abroad than would be the case in the United States because of
differences in the legal systems. If the issuer of the debt or the
governmental authorities that control the repayment of the debt may be unable
or unwilling to repay principal or interest when due in accordance with the
terms of such debt, the Fund may have limited legal recourse in the event of
a default. Moreover, individual foreign economies may differ favorably or
unfavorably from the domestic economy in such respects as growth of gross
national product, the rate of inflation, capital reinvestment, resource self-
sufficiency and balance of payments position.
Additional differences exist between investing in foreign and domestic
securities. Examples of such differences include: less publicly available
information about foreign issuers; credit risks associated with certain foreign
governments; the lack of uniform financial accounting standards applicable to
foreign issuers; less readily available market quotations on foreign issues;
the likelihood that securities of foreign issuers may be less liquid or more
volatile; generally higher foreign brokerage commissions; and unreliable mail
service between countries.
To the extent that debt securities purchased by a Fund are denominated in
currencies other than the U.S. dollar, changes in foreign currency exchange
rates will affect the Fund's net asset value; the value of interest earned;
gains and losses realized on the sale of securities; and net investment
income and capital gain, if any, to be distributed to shareholders by the
Fund. If the value of a foreign currency rises against the U.S. dollar, the
value of the Fund's assets denominated in that currency will increase;
correspondingly, if the value of a foreign currency declines against the U.S.
dollar, the value of the Fund's assets denominated in the currency will
decrease.
Foreign Currency Transactions. The Funds may enter into foreign currency
transactions to obtain the necessary currencies to settle securities
transactions. Currency transactions may be conducted either on a spot or
cash basis at prevailing rates or through forward foreign currency exchange
contracts.
The Funds may also enter into foreign currency transactions to protect Fund
assets against adverse changes in foreign currency exchange rates or exchange
control regulations. Such changes could unfavorably affect the value of Fund
assets which are denominated in foreign currencies, such as foreign
securities or funds deposited in foreign banks, as measured in U.S. dollars.
Although foreign currency transactions may be used by the Fund to protect
against a decline in the value of one or more currencies, such efforts may
also limit any potential gain that might result from a relative increase in
the value of such currencies and might, in certain cases, result in losses to
the Fund.
Municipal Securities
The Tax-Free Money Market Fund may invest in short-term municipal
securities that qualify as money market instruments.
Municipal securities are generally issued to finance public works, such as
airports, bridges, highways, housing, hospitals, mass transportation projects,
schools, streets, and water and sewer works. They are also issued to repay
outstanding obligations, to raise funds for general operating expenses, and to
make loans to other public institutions and facilities.
The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment
of principal and interest. Interest on and principal of revenue bonds,
however, are payable only from the revenue generated by the facility financed
by the bond or other specified sources of revenue. Revenue bonds do not
represent a pledge of credit or create any debt of or charge against the
general revenues of a municipality or public authority.
Municipal securities may carry fixed or floating rates of interest. Most
municipal securities pay interest in arrears on a semiannual or more frequent
basis. However, certain securities, typically known as capital appreciation
bonds or zero coupon bonds, do not provide for any interest payments prior to
maturity. Such securities are normally sold at a discount from their stated
value, or provide for periodic increases in their stated value to reflect a
compounded interest rate. The market value of these securities is also more
sensitive to changes in market interest rates than securities that provide for
current interest payments.
Participation Interests. The Funds may purchase participation interests
from financial institutions such as commercial banks, savings and loan
associations and insurance companies. These participation interests give the
Fund an undivided interest in one or more underlying municipal securities.
The financial institutions from which the Fund purchases participation
interests frequently provide or obtain irrevocable letters of credit or
guarantees to attempt to assure that the participation interests are of high
quality. These typically give the Fund the right to demand payment of the
principal amounts of the participation interests plus accrued interest on
short notice (usually within seven days).
Municipal Leases. Municipal leases are obligations issued by state and
local governments or authorities to finance the acquisition of equipment and
facilities. They may take the form of a lease, an installment purchase
contract, a conditional sales contract or a participation certificate of any
of the above.
Industrial Development Bonds. Industrial development bonds are issued by
or on behalf of public authorities to provide financing aid to acquire sites or
construct and equip facilities for privately or publicly owned corporations.
The availability of this financing encourages these corporations to locate
within the sponsoring communities and thereby increases local employment.
Industrial development bonds do not represent a pledge of credit or create
any debt of municipality or a public authority, and no taxes may be levied
for payment of principal or interest on these bonds. The principal and
interest is payable solely out of monies generated by the entities using or
purchasing the sites or facilities. These bonds will be considered municipal
securities if the interest paid on them, in the opinion of bond counsel, is
exempt from federal regular income tax.
Municipal Notes. Municipal securities in the form of notes generally are
used to provide for short-term capital needs, in anticipation of an issuer's
receipt of other revenues or financing, and typically have maturities of up
to three years. Such instruments may include Tax Anticipation Notes, Revenue
Anticipation Notes, Bond Anticipation Notes, Tax and Revenue Anticipation
Notes and Construction Loan Notes. The obligations of an issuer of municipal
notes are generally secured by the anticipated revenues from taxes, grants or
bond financing. An investment in such instruments, however, presents a risk
that the anticipated revenues will not be received or that such revenues will
be insufficient to satisfy the issuer's payment obligations under the notes or
that refinancing will be otherwise unavailable.
Tax-Exempt Commercial Paper. Issues of commercial paper typically
represent short-term, unsecured, negotiable promissory notes. These
obligations are issued by state and local governments and their agencies to
finance working capital needs of municipalities or to provide interim
construction financing and are paid from general revenues of municipalities
or are refinanced with long-term debt. In most cases, tax-exempt commercial
paper is backed by letters of credit, lending agreements, note repurchase
agreements or other credit facility agreements offered by banks or other
institutions.
Zero Coupon and Capital Appreciation Bonds. Zero coupon and capital
appreciation bonds are debt securities issued or sold at a discount from their
face value and which do not entitle the holder to any periodic payment of
interest prior to maturity or a specified redemption date (or cash payment
date). The amount of the discount varies depending on the time remaining
until maturity or cash payment date, prevailing interest rates, the liquidity
of the security and the perceived credit quality of the issuer. These
securities also may take the form of debt securities that have been stripped
of their unmatured interest coupons, the coupons themselves or receipts or
certificates representing interest in such stripped debt obligations or
coupons. Discount with respect to stripped tax-exempt securities or their
coupons may be taxable. The market prices of capital appreciation bonds
generally are more volatile than the market prices of interest bearing
securities and are likely to respond to a greater degree to changes in
interest rates than interest bearing securities having similar maturities and
credit quality.
U.S. Government Securities
Each of the Funds may invest in U.S. government securities. These
securities are either issued or guaranteed by the U.S. government, its
agencies or instrumentalities. The government securities in which the Fund
may invest are backed in a variety of ways by the U.S. government or its
agencies or instrumentalities. Some of these securities, such as Government
National Mortgage Association ("GNMA") mortgage-backed securities, are
backed by the full faith and credit of the U.S. government. Other securities,
such as obligations of the Federal National Mortgage Association ("FNMA") or
Federal Home Loan Mortgage Corporation ("FHLMC"), are backed by the
credit of the agency or instrumentality issuing the obligations but not the
full faith and credit of the U.S. government. No assurances can be given
that the U.S. government will provide financial support to these other
agencies or instrumentalities, because it is not obligated to do so.
Bank Instruments
Each of the Funds may invest in bank instruments of the types described
under "The Taxable Money Market Fund". These instruments may include
Eurodollar Certificates of Deposit ("ECDs"), Yankee Certificates of Deposit
("Yankee CDs") and Eurodollar Time Deposits ("ETDs"). The banks issuing
these instruments are not necessarily subject to the same regulatory
requirements that apply to domestic banks, such as reserve requirements,
loan requirements, loan limitations, examinations, accounting, auditing, and
record keeping and the public availability of information.
Investments in Other Mutual Funds
Each of the Funds may invest to some extent in the securities of other
open-end registered investment companies ("mutual funds"). Each of the
Funds intends to invest incidentally in other mutual funds and may not invest
more than 5% of its total assets in any one mutual fund, or more than 10% of
its total assets in mutual funds in general. The Funds, considered together
with the other funds of the trust, may not invest in more than 3% of the total
outstanding voting securities of any one mutual fund. The foregoing
limitations are not applicable to investment company securities acquired as
part of a merger, consolidation, reorganization or other acquisition.
The Funds will invest only in other mutual funds that do not impose up-
front sales loads or deferred sales loads or redemption fees. However, the
Funds may invest in funds that have 12b-1 plans or shareholder services plans
which permit the funds to pay certain distribution and other expenses from
fund assets. To the extent that a 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. Therefore, to the extent that a Fund invests in other mutual
funds, the Fund will incur higher expenses, many of which may be duplicative.
In addition, to the extent that a Fund invests in other mutual funds, the
Fund's shareholders may receive capital gains distributions to a greater
extent that if the shareholder owned the underlying mutual funds directly.
Furthermore, although each Fund will invest only in other mutual funds that
have an investment objective similar to the Fund's, or that otherwise is a
permitted investment under the Fund's investment policies described herein, the
mutual funds purchased by the Funds likely will have certain investment
policies, and use certain investment practices that are different from those
of the Funds and not described herein. These other policies and practices
may subject the other funds' assets to varying or greater degrees of risk.
The Funds are independent from any of the other mutual funds in which they
invest and have little voice in or control over the investment practices,
policies or decisions of those funds. If a 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 a
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.
Also, the investment advisers of the mutual funds in which a Fund invests
may simultaneously pursue inconsistent or contradictory courses of action. For
example, one fund may be purchasing securities of the same issuer whose
securities are being sold by another fund, with the result that the Fund would
incur an indirect expense without any corresponding investment or
economic benefit.
When a Fund invests in another mutual fund, the Fund will have the right to
vote on matters submitted to a vote of the other fund's shareholders. As
required by the Investment Company Act of 1940, on all matters submitted to a
vote of the other fund's shareholders, the Fund will vote all of its shares
in that fund in the same proportion as the vote of all other shareholders of
that fund.
Credit Facilities
Each of the Funds may invest in demand notes and revolving credit
facilities that qualify as money market instruments. Demand notes are
borrowing arrangements between a corporation and an institutional lender
(such as the Fund) payable upon demand by either party. The notice period
for demand typically ranges from one to seven days, and the party may demand
full or partial payment. Revolving credit facilities are borrowing
arrangements in which the lender agrees to make loans up to a maximum amount
upon demand by the borrower during a specified term. As the borrower repays
the loan, an amount equal to the repayment may be borrowed again during the
term of the facility. The Fund generally acquires a participation interest in
a revolving credit facility from a bank or other financial institution. The
terms of the participation require the Fund to make a pro rata share of all
loans extended to the borrower and entitles the Fund to a pro rata share of
all payments made by the borrower. Demand notes and revolving facilities
usually provide for floating or variable rates of interest. These
instruments are subject to the considerations described above with regard to
foreign securities.
Repurchase Agreements
Each of the Funds may invest in repurchase agreements related to eligible
securities. Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell U.S.
government securities or other securities to the Fund and agree at the time
of sale to repurchase them at a mutually agreed upon time and price. Under
the Investment Company Act of 1940, a repurchase agreement is deemed to be
a loan collateralized by the underlying securities. To the extent that the
original seller does not repurchase the securities from the Fund, the Fund
could receive less than the repurchase price on any sale of such securities.
Reverse Repurchase Agreements
The Funds may also enter into reverse repurchase agreements. A reverse
repurchase transaction is similar to borrowing cash. In a reverse repurchase
agreement a Fund transfers possession of a portfolio instrument to another
person, such as a financial institution, broker, or dealer, in return for a
percentage of the instrument's market value in cash, and agrees that on a
stipulated date in the future, the Fund will repurchase the portfolio
instrument by remitting the original consideration plus interest at an agreed
upon rate. The use of reverse repurchase agreements may enable the Fund to
avoid selling portfolio instruments at a time when a sale may be deemed to be
disadvantageous, but the ability to enter into reverse repurchase agreements
does not ensure that the Fund will be able to avoid selling portfolio
instruments at a disadvantageous time.
Lending of Portfolio Securities
In order to generate additional income, each Fund may lend portfolio
securities on a short-term or a long-term basis up to one-third of the value
of its total assets to broker/dealers, banks, or other institutional
borrowers of securities. A Fund will only enter into loan arrangements with
broker/dealers, banks, or other institutions which its investment adviser has
determined are creditworthy under guidelines established by the Board of
Trustees. In these loan arrangements, the Fund will receive collateral in
the form of cash or U.S. government securities equal to at least 100% of the
value of the securities loaned. The Fund continues to be entitled to
payments in amounts equal to the interest, dividends and other distributions
on the loaned security and receives interest on the amount of the loan.
When-Issued and Delayed Delivery Transactions
The Funds may purchase securities on a when-issued or delayed delivery
basis. These transactions are arrangements in which a Fund purchases
securities with payment and delivery scheduled for a future time. Prior to
such delivery, no income on the securities accrues to the Fund. In when-
issued and delayed delivery transactions, the Fund relies on the seller to
complete the transaction. The seller's failure to complete the transaction
may cause the Fund to miss a price or yield considered to be advantageous.
Demand Features
The Funds may acquire securities that are subject to puts and standby
commitments ("demand features") to purchase the securities at their principal
amount (usually with accrued interest) within a fixed period following a demand
by the Fund. The demand feature may be issued by the issuer of the underlying
securities, a dealer in the securities or by another third party, and may not
be transferred separately from the underlying security. The Fund uses these
arrangements to provide the Fund with liquidity and not to protect against
changes in the market value of the underlying securities. The bankruptcy,
receivership or default by the issuer of the demand feature, or a default on
the underlying security or other event that terminates the demand feature
before its exercise, will adversely affect the liquidity of the underlying
security. Demand features that are exercisable even after a payment default
on the underlying security are treated as a form of credit enhancement.
Restricted and Illiquid Securities
The Funds may invest in restricted securities. Restricted securities are
any securities in which a Fund may otherwise invest pursuant to its investment
objective and policies, but which are subject to restriction on resale under
federal securities law. Each Fund will limit investments in illiquid
securities, including certain restricted securities not determined by the
Board of Trustees to be liquid, non-negotiable time deposits, and repurchase
agreements providing for settlement in more than seven days after notice, to
10% of the value of its net assets.
NET ASSET VALUE
Net asset value per share (the price at which shares are purchased and
redeemed) is determined as of the close of regular trading on the New York
Stock Exchange (currently 4:00 p.m., Eastern time), on each business day the
Exchange is open for business. Each fund's portfolio securities are valued
utilizing the amortized cost method of valuation, which normally approximates
market value, and which is intended to result in a constant net asset value of
$1.00 per share. Although every effort is made to maintain the net asset value
of the Funds at $1.00 per share, there can be no assurance that this constant
net asset value will be maintained at all times. For example, in the event
of rapid and sharp increases in current interest rates, a national credit
crisis, or a default by one or more of the issuers of a Fund's portfolio
securities, then it is possible that a Fund's net asset value could decline
below $1.00 per share.
HOW TO BUY SHARES
Shares of the Funds are sold each day the New York Stock Exchange is open
at the applicable Fund's net asset value per share next calculated after
receipt of the purchase order in proper form. The Trust reserves the right
to reject any purchase request.
Minimum Investment
The minimum initial investment in each Fund is $l,000, except an IRA
for which the minimum initial investment is $500. Former shareholders of the
Unified family of funds, or the Quest funds which acquired the Unified family
of funds, may open an account with less than the required minimum. However,
they are subject to a one-time $4.50 administrative charge to establish the
account. Subsequent investments may be made in amounts of at least $100,
except for an IRA, which must be in amounts of at least $50. Minimum
investments for certain other types of retirement accounts may be different.
See "Shareholder Services."
Opening An Account
An account may be opened by mail or bank wire, as follows:
By Mail. To open a new account by mail:
Complete and sign the account application. (Be sure to specify the name
of the Fund(s) in which an investment is made.)
Enclose a check payable to each Fund specified in the application.
Mail the application and the check to the Transfer Agent at the
following address: The Vintage Funds, c/o Unified Advisers, Inc.,
P.O. Box 6110, Indianapolis, Indiana 46206-6110.
By Wire. To open a new account (or to open an additional account in a
different Fund) by wire, call the Transfer Agent at 1-800-408-4682. A
representative will assist you to obtain an account application by telecopy (or
mail), which must be completed, signed and telecopied (or mailed) to the
Transfer Agent before payment by wire may be made. Then, request your
financial institution to wire immediately available funds to:
Star Bank, N.A.
ABA # 04-20000-13
Attention: Name of Fund (see below)
Number of Fund (see below)
Credit Account # ________ (see below)
The applicable Fund and account numbers are listed below:
Fund Name Fund Number Account Number
Taxable Money Market Fund 30 483616819
Tax-Free Money Market Fund 31 483616827
The order is considered received when Star Bank, N.A., the Trust's
custodian, receives payment by wire. However, the completed account
application must be mailed to the Transfer Agent on the same day the wire
payment is made. See "Opening an Account -- By Mail" above. The Trust will
not permit redemptions until the Transfer Agent receives the application in
proper form. Financial institutions may charge a fee for wire transfers.
Subsequent Investments
Once an account is open, additional purchases of Fund shares may be made
at any time in minimum amounts of $100, except for an IRA, which must be in
amounts of at least $50. Additional purchases may be made:
By sending a check, made payable to the applicable Fund, to The Vintage
Funds, [Name of Fund], P.O. Box 640689, Cincinnati, Ohio 45264-0689. The
Trust will charge a $15 fee against a shareholder's account for any check
returned for insufficient funds. The shareholder also will be responsible
for any losses suffered by the Trust as a result.
By wire to the applicable Fund account as described above under "Opening an
Account -- By Wire". Shareholders should call the Transfer Agent at
1-800-408-4682 before wiring funds.
By electronic funds transfer from a financial institution through the
Automated Clearing House ("ACH"), as described below.
By Automated Clearing House (ACH). Once an account is open, shares
may be purchased or redeemed through ACH in minimum amounts of $100.
ACH is the electronic transfer of funds directly between an account with a
financial institution and the applicable Fund. In order to use the ACH
service, the ACH Authorization section of the account application must be
completed. For existing accounts, an ACH Authorization Form may be obtained
by calling the Transfer Agent at 1-800-408-4682. Allow at least two weeks for
preparation before using ACH. To order a purchase or redemption by ACH,
call the Transfer Agent at 1-800-408-4682. There are no charges for ACH
transactions imposed by the Fund or the Transfer Agent. ACH transactions are
completed approximately two business days following the placement of the
transfer order.
ACH may be used to make direct deposits into a Fund account of part or all
of recurring payments made to a shareholder by his or her employer (corporate,
federal, military, or other) or by the Social Security Administration.
DIVIDENDS AND DISTRIBUTIONS
The Funds declare and pay dividends on a daily basis.
If cash payments are requested, daily dividends will accumulate and be paid
at the end of each month, as requested in writing.
The Funds have two transaction times each day, at 12:00 noon (Eastern
time) and the close of regular trading on the New York Stock Exchange
(currently 4:00 p.m., Eastern time). New investments represented by federal
funds or bank wires received by the Custodian prior to 12:00 noon are paid the
full dividend for that day; such investments received after 12:00 noon do not
begin to receive daily dividends until the next day. Shares purchased by check
begin earning dividends on the business day after the check is converted into
federal funds. Redemption orders received prior to 12:00 noon are effected at
12:00 noon, and the redemption proceeds are normally available for wire
transfer that day. Redemption orders received after 12:00 noon are effected at
the close of regular trading on the New York Stock Exchange, and the
redemption proceeds are normally remitted the next business day. Redemption
orders received at any time during a day do not earn that day's dividend.
EXCHANGE PRIVILEGE
Shares of any Fund may be exchanged for shares of any other fund of the
Trust at net asset value, without any additional charges. The shares exchanges
must have been registered in the shareholder's name for at least five days
prior to the exchange request, and must have a net asset value which at least
meets the minimum investment required for the fund into which the exchange is
being made.
Exchange requests may be made by telephone or in writing. Exchanges will
be effected at the respective net asset values per share of the Funds involved,
next determined after the exchange request is received in proper form. If an
exchange request is received by the Transfer Agent in proper form on a Trust
business day before the close of regular trading on the New York
Stock Exchange (currently 4:00 p.m., Eastern time), the exchange will be
effected that day. An exchange of shares purchased by check will be delayed
until the check has been converted into federal funds and redemption proceeds
are available for purchase of the newly acquired shares, which could take up to
15 days.
By Telephone. Exchange requests may be made by telephone by calling the
Transfer Agent at 1-800-408-4682. Exchange requests made by telephone will
be effected only if (1) the shareholder's existing account has authorized
telephone redemption privileges (see "How to Redeem Shares -- By Telephone"
below) and (2) no account information will change as a result of the exchange.
The Transfer Agent requires personal identification before accepting
any exchange request by telephone, and telephone exchange requests may be
recorded.
By Mail or Telecopy. Exchange requests made in writing should be sent to
The Vintage Funds c/o Unified Advisers, Inc., P.O. Box 6110, Indianapolis,
Indiana 46206-6110. A written request to exchange shares having a net asset
value of less than $5,000 may be sent by telecopy, by first calling the
Transfer Agent at 1-800-408-4682. Regardless of whether the request is sent
by mail or by telecopy, the request must be signed exactly as the
shareholder's name appears on the Trust's account records. If the shares to
be exchanged have a net asset value of $5,000 or more, the request must be
mailed, and all signatures must be properly guaranteed as described below
under "How to Redeem Shares -- Signatures." If shares are to be exchanged
into a new account registered in a different name, or if any account
information will change as a result of the exchange, a separate account
application must be received by the Transfer Agent by mail before the
exchange may be effected.
The exchange privilege is designed to accommodate changes in shareholder
investment objectives. It is not designed for frequent trading in response to
short-term market fluctuations. Accordingly, the Trust reserves the right to
limit a shareholder's use of the exchange privilege. The exchange privilege
may be modified or terminated at any time.
Any exchange involves a redemption of shares of one fund and an investment
of the redemption proceeds in shares of another. Before requesting an
exchange, a shareholder must request and should read carefully the Prospectus
describing the fund into which the exchange will be made. Also, an exchange is
treated for federal income tax purposes as a sale of the shares given
in exchange, and the shareholder may realize a taxable gain or loss on the
exchange.
HOW TO REDEEM SHARES
Shares of each Fund may be redeemed on any day on which the Fund
computes it net asset value. Shares are redeemed at their net asset value next
determined after the Transfer Agent receives the redemption request in proper
form. Redemption requests may be may by mail or by telephone.
By Mail. A shareholder may redeem shares by mailing a written request
to The Vintage Funds, c/o Unified Advisers, Inc., P.O. Box 6110, Indianapolis,
Indiana 46206-6110. Written requests must state the shareholder's name, the
name of the Fund, the account number and the shares or dollar amount to be
redeemed and be signed exactly as the shares are registered.
Signatures. Shareholders requesting a redemption of $5,000 or more,
or a redemption of any amount payable to a person other than the shareholder
of record or to be sent to an address other than that on record with the Trust,
must have all signatures on written redemption requests guaranteed. The
Transfer Agent will accept signatures guaranteed by a financial institution
whose deposits are insured by the FDIC; a member of the New York,
American, Boston, Midwest, or Pacific Stock Exchange; or any other "eligible
guarantor institution," as defined in the Securities Exchange Act of 1934. The
Transfer Agent will not accept signatures guaranteed by a notary public. The
Transfer Agent has adopted standards for accepting signature guarantees from
the above institutions. The Trust may elect in the future to limit eligible
signature guarantors to institutions that are members of a signature guarantee
program. The Trust and its Transfer Agent reserve the right to amend these
standards at any time without notice.
Redemption requests by corporate and fiduciary shareholders must be
accompanied by appropriate documentation establishing the authority of the
person seeking to act on behalf of the account. Forms of resolutions and other
documentation to assist in compliance with the Transfer Agent's procedures
may be obtained by calling the Transfer Agent.
By Telephone. You may also redeem shares by telephone by calling the
Transfer Agent at 1-800-408-4682. In order to make redemption requests by
telephone, the Telephone Privileges section of the account application must be
completed. For existing accounts, a Telephone Privileges form may be obtained
by calling the Transfer Agent at 1-800-408-4682.
Telephone redemptions may be requested only if the proceeds are to be
issued to the shareholder of record and mailed to the address on record with
the Fund. Upon request, proceeds of $100 or more may be transferred by ACH,
and proceeds of $1,000 or more may be transferred by wire, in either case to
the account stated on the account application. Shareholders will be charged
for outgoing wires.
Telephone privileges and account designations may be changed by sending
the Transfer Agent a written request with all signatures guaranteed as
described above.
The Transfer Agent requires personal identification before accepting any
redemption request by telephone, and telephone redemption instructions may be
recorded. If reasonable procedures are not followed by the Trust, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.
In the event of drastic economic or market changes, a shareholder may
experience difficulty in redeeming by telephone. If such a case should occur,
redemption by mail should be considered.
Receiving Payment
The Trust normally will make payment for all shares redeemed within
three business days after receipt by the Transfer Agent of a redemption request
in proper form, except as provided by the rules of the Securities and Exchange
Commission. A requested wire of redemption proceeds normally will be
effected the following business day, but in no event more than three
business days, after receipt of the redemption request in proper form.
However, when shares are purchased by check or through ACH, the proceeds
from the redemption of those shares are not available, and the shares may not
be exchanged, until the purchase check or ACH transfer has been converted to
federal funds, which could take up to 15 days.
Check Writing
Under the Funds' check writing service, shareholders may write checks
payable to any payee in any amount of $250 or more. A shareholder with check
writing privileges may present for payment three checks per month free of
charge; additional checks will result in a charge of $0.30 per check. Daily
dividends will continue to accrue on the shares redeemed by check until the
day the check is presented for payment.
The Check Writing Privileges section of the account application must be
completed in order to initiate check writing privileges. For existing
accounts, check writing privileges may be initiated by sending a written
request to the Transfer Agent with all signatures guaranteed. A book of
checks will be sent to the shareholder of record upon the Transfer Agent's
receipt of the request.
A check should not be used to close out an account with the Fund because
the balance of the account will continue to increase by the amount of daily
dividends until the check is presented for payment. The Transfer Agent may
impose a charge for checks returned unpaid for insufficient funds or for
effecting stop-payment instructions.
Minimum Account Balance
Due to the high cost of maintaining accounts with low balances, the Trust
may involuntarily redeem shares in any account, and pay the proceeds to the
shareholder, if the account balance falls below a required minimum value of
$1,000 ($500 for an IRA) due to shareholder redemptions. This requirement
does not apply, however, if the balance falls below the minimum because
of changes in a Fund's net asset value. Before shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement.
SHAREHOLDER SERVICES
Each time shares are purchased or redeemed, a statement will be mailed
showing the details of the transaction and the number and value of shares
owned after the transaction. Share certificates are not issued. Financial
reports showing investments, income and expenses of the Funds are mailed to
shareholders semi-annually. After the end of each year, shareholders receive
a statement of all their transactions for the year.
The Trust provides a number of plans and services to meet the special needs
of certain investors, including (1) an automatic investment plan, (2) a payroll
deduction plan, (3) a systematic withdrawal plan to provide monthly payments,
(4) retirement plans such as IRA and 403(b), and (5) corporate pension and
profit sharing plans, including a 401(k) plan. Brochures describing these
plans and related charges and account applications are available from the
Transfer Agent by calling 1-800-408-4682.
THE TRUST AND ITS MANAGEMENT
The Trust is an Indiana business trust authorized to offer separate
classes and sub-classes of shares of beneficial interest. At the date of
this Prospectus, the Trust has established eight funds, including the Funds
described herein, each as a separate class of its shares. The Trust's
offices are at 429 North Pennsylvania Street, Indianapolis, Indiana 46204.
The business affairs of the Trust are under the direction of its Board of
Trustees.
Investment Advisory Arrangements
Investment Adviser. Vintage Advisers, Inc., 429 North Pennsylvania Street,
Indianapolis, Indiana 46204, serves as the Trust's investment adviser (the
"Adviser"). The Adviser supervises and assists in the management of the Funds
under an Investment Advisory Agreement between the Adviser and the Trust,
subject to the overall authority of the Board of Trustees. The Adviser also is
responsible for monitoring and evaluating the performance of each
Sub-Adviser, as described below.
The Adviser was organized in December 1994 and is a registered investment
adviser. It has no prior operating history and does not act as the investment
adviser to any other investment companies. The Adviser is controlled by
Timothy L. Ashburn and Jack R. Orben, each of whom owns of record 25% of
its voting securities. The remainder of the Adviser's voting securities are
owned of record by a management retention plan for the benefit of Messrs.
Ashburn and Orben and certain other individuals. Messrs. Ashburn and Orben
control the voting of the shares owned by that plan. They, together with the
other directors and officers of the Adviser, have substantial experience in the
investment counsel and mutual fund industries. Messrs. Ashburn and Orben
are members of the Trust's Board of Trustees.
The Adviser has notified the Trust that, in the event of an initial public
offering of the Adviser's voting securities, the Adviser may offer the first
opportunity to purchase such securities to persons who are then shareholders of
the Trust. The Adviser has also notified the Trust, however, that it has no
current intention of offering its voting securities to the public in the
foreseeable future, and that there can be no assurance that the Adviser will
ever offer its voting securities to the public.
Sub-Adviser. The Adviser has entered into a Sub-Advisory Agreement with
Fiduciary Counsel, Inc. (the "Sub-Adviser") to manage the investment
portfolios of the Funds. The Sub-Adviser is located at 40 Wall Street, New
York, New York. Formed in 1931, Fiduciary Counsel is a registered investment
adviser that manages approximately $350 million in assets. It does not act as
the investment adviser to any other investment companies. It is a wholly
owned subsidiary of Associated Family Services, Inc. ("AFS"). Jack R. Orben
owns 33% of the outstanding voting securities of AFS.
Portfolio Manager's Background
Ralph E. Rosamilia is the Funds' portfolio manager. Mr. Rosamilia has been
the President and Chief Executive Officer of Fiduciary Counsel since January
1995. Prior to then, he was a Managing Director of Fiduciary Counsel since
1986. Since 1986, Mr. Rosamilia has been Chairman of Fiduciary Counsel's
Investment Policy Committee and a member of its Executive Committee. He is
also a Director of the Adviser. Mr. Rosamilia graduated from the University
of Pennsylvania's Wharton School of Business in 1966, and has nearly 30 years
of investment experience.
Advisory Fees
Each Fund pays the Adviser an annual advisory fee, payable monthly,
equal to 0.50% of the Fund's average daily net assets. The Adviser has agreed
to voluntarily waive some or all of its fees, but may terminate this voluntary
waiver with respect to either Fund at any time at its sole discretion. The
Adviser has also undertaken to reimburse each Fund for operating expenses
in excess of limitations established by certain states. During the period
June 2, 1995 (commencement of operations) to September 30, 1995, only the
Taxable Money market fund had investment operations. During that period, the
Adviser waived its entire advisory fee.
The Adviser pays the Sub-Adviser an annual fee for its services in managing
the portfolios of the Funds. These fees are paid directly by the Adviser
from its own assets and are not an expense of the Funds. The Funds
themselves pay no fees to the Sub-Adviser. The sub-advisory fees are payable
monthly, in an amount equal to 0.07% of the Fund's average daily net assets
up to $1 billion; and 0.05% of net assets in excess of $1 billion.
Distribution Services
Distributor. Unified Management Corporation (the "Distributor"), 429
North Pennsylvania Street, Indianapolis, Indiana 46204, acts as each Fund's
distributor pursuant to a Distribution Agreement with the Trust. The
distributor is a subsidiary of Unified Holdings, Inc.
Distribution Plan. Under a Distribution Plan adopted with respect to each
Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, the
Trust pays the Distributor an annual fee, payable monthly, of up to 0.10% of
each Fund's average daily net assets. The Distributor is entitled to retain
all of this distribution fee to reimburse the Distributor for payments made
or expenses incurred for distribution of Fund shares, including those
incurred in connection with preparingand distributing sales literature and
advertising, preparing, printing and distributing prospectuses and statements
of additional information used for other than regulatory purposes or
distribution to existing shareholders, implementing and operating the
Distribution Plan, and compensating third parties for their distribution
services. The Distributor may select financial institutions such as banks,
custodians, investment advisers and broker/dealers to provide sales support
services as agents for their clients or customers.
The Distribution Plan is a compensation-type plan. Therefore, the amounts
payable to the Distributor during any year may be more or less than actual
expenses incurred by the Distributor during such year. No amount payable or
credit due pursuant to the Distribution Plan for any fiscal year may be carried
over for payment or utilized as a credit, as the case may be, beyond the end of
the year, unless authorized by the Trust's Board of Trustees. However, the
Distributor may be able to recover such amounts or may earn a profit from
future payments made by the Trust under the Distribution Plan.
Administration of the Trust
Administrator. Unified Advisers, Inc., 429 North Pennsylvania St.,
Indianapolis, Indiana 46204, serves as the Trust's administrator (the
"Administrator"). Pursuant to a Mutual Fund Service Agreement with the
Trust, the Administrator provides certain administrative personnel and services
(including administration, transfer agency and fund accounting services)
necessary to operate the Funds. For its services, the Administrator receives
an annual fee, payable monthly, equal to 0.185% of each Fund's average daily
net assets.
Shareholder Services Plan. The Trust has adopted a Shareholder Services
Plan (the "Service Plan") with respect to each Fund, which is administered by
the Administrator. Under the Service Plan, financial institutions, including
brokers, may enter into shareholder service agreements with the Trust 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 one
or more of the Funds. 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. These
administrative services may include, but are not limited to, the provision of
personal services and maintenance of shareholder accounts.
The Glass-Steagall Act limits the ability of a depository institution
(such as a commercial bank or a savings and loan association) to become an
underwriter or distributor of securities. In the event the Glass-Steagall
Act is deemed to prohibit depository institutions from acting in the
capacities described above or should Congress relax current restrictions on
depository institutions, the Board of Trustees will consider appropriate
changes in the services. State securities laws governing the ability of
depository institutions to act as underwriters or distributors of securities
may differ from interpretations given to the Glass-Steagall Act and,
therefore, banks and financial institutions may be required to register as
dealers pursuant to state law.
Other Arrangements. The Adviser, the Distributor or the Administrator may,
from their respective fees, also pay brokers or financial institutions a fee
based upon the net asset value of the Fund shares beneficially owned by the
broker's or financial institution's clients or customers. This fee is in
addition to amounts paid under the Distribution Plan or the Services Plan.
These payments will be made directly by the Adviser, the Distributor or the
Administrator from their own assets, will not be made from the assets of the
Funds and are not an additional expense of the Funds.
From time to time the Distributor will purchase Fund shares on behalf of
its clients and will be entitled to receive 12b-1 fees, shareholder servicing
fees and other administrative fees described herein to the same extent as any
other broker or financial institution.
Transfer Agent, Fund Accounting Agent and Custodian
Unified Advisers, Inc., P.O. Box 6110, Indianapolis, Indiana 46206-6110,
acts as the Trust's transfer agent (the "Transfer Agent") and fund accounting
agent.
Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45201, acts as the
Trust's custodian. General correspondence to the custodian should be
addressed to Star Bank, N.A., P.O. Box 1038, Location 6118, Cincinnati, Ohio
45201. Share purchase orders mailed directly to the custodian (See "How to
Buy Shares -- Subsequent Investments") should be addressed to The Vintage
Funds, [Name of Applicable Fund], P.O. Box 640689, Cincinnati,
Ohio 45264-0689.
Portfolio Transactions
The Adviser and Sub-Adviser select the firms that effect brokerage
transactions for their respective Funds, subject to the overall direction and
review of Adviser and the Board of Trustees. The initial criterion that must
be met by the Adviser and Sub-Advisers in selecting brokers and dealers is
whether the firm can obtain the most favorable combination of price and
execution for the transaction. This does not mean that the execution
decision must be based solely on whether the lowest possible commission costs
may be obtained. In seeking the best combination of price and execution, the
Adviser and Sub-Adviser evaluate the execution capability of the firms and
the services they provide, including their general execution capability,
reliability and integrity, willingness to take positions in securities, and
general operational and financial condition.
Subject to this primary objective, the Adviser and Sub-Adviser may select
for brokerage transactions those firms which furnish brokerage and research
services to the Funds, the Adviser or the Sub-Adviser. The Adviser and
Sub-Adviser may also give consideration to firms that have sold Fund shares.
The Board of Trustees has authorized the Funds to pay brokerage commissions
to firms that are affiliated with the Adviser or the Sub-Adviser, subject to
the foregoing criteria.
Expenses
Each Fund pays, except to the extent specifically assumed by others, all
expenses incurred in its operations, and a portion of the Trust's general
administrative expenses are allocated to the Funds either on the basis of their
relative net assets, on the basis of special needs of any Fund, or equally as
is deemed appropriate. The expenses borne by a Fund include: organizational
costs, taxes, interest, brokerage fees and commissions, fees of Trustees,
Securities and Exchange Commission fees, state Blue Sky qualification fees,
advisory and administrative fees, distribution and shareholder servicing fees,
charges of custodians, transfer and dividend disbursing agent's fees, certain
insurance premiums, industry association fees, auditing and legal expenses,
costs attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of calculating the net asset value
of the Fund's shares, costs of shareholders' reports and meetings, costs of
preparing and printing prospectuses and statements of additional information
for regulatory purposes and for distribution to existing shareholders, and any
extraordinary expenses.
THE "V.O.I.C.E. " PROGRAM
(Vision For On-Going Investments In Charity and Education)
The Adviser has established The Vintage Funds University and Philanthropic
Program (the "Program"), entitled "V.O.I.C.E. " (Vision for On-going
Investments in Charity and Education) pursuant to which the Adviser will make
donations from its own revenue to certain accredited college or university
endowments or general scholarship funds ("Eligible Institutions") designated by
qualified shareholders. Philanthropic institutions outside of the area of
education may be proposed by qualifying shareholders and may, at the sole
discretion of the Adviser, be accepted for inclusion as an Eligible Institution.
All Vintage Funds shareholders maintaining an average annualized aggregate
net asset value of $25,000 or more over the period of an entire calendar
quarter ("Qualified Shareholders") will be qualified to designate one or more
Eligible Institutions to receive a donation under the Program with respect to
that period. A shareholder making an initial investment of $25,000 or more in
Fund shares may designate one Eligible Institution on the V.O.I.C.E. Program
Application. A shareholder making an initial investment of $1,000,000 or
more (or maintaining that amount for an entire quarterly period) may
designate one additional Eligible Institution for each $l,000,000 invested
(or maintained for such period).
The Adviser will donate, on a quarterly basis, from its own revenue an
amount equal to 0.25% of the average annualized aggregate net asset value of
the shares owned by the Qualified Shareholder for the preceding quarterly
period, for so long as the average annualized aggregate net asset value of the
shares owned by the Qualified Shareholder remains above $25,000 for such
period. Donations will be made by the Adviser in the name of the Qualified
Shareholder to the Eligible Institution(s) designated by the Qualified
Shareholder. However, while the donation will be made in the Qualified
Shareholder's name, the Qualified Shareholder will not be entitled to any tax
deductions for such donation.
All Qualified Shareholders desiring to change their designated Eligible
Institution(s) may do so twice a year, in January and July. If a Qualified
Shareholder was entitled to designate, and did designate, more than one
Eligible Institution, the amount donated will be allocated according to the
percentages designated on the V.O.I.C.E. Program Application.
Donations will be made by the Adviser from its own revenue and, therefore,
will have no impact on the expenses or yield of the Funds. There can be no
assurance that the Adviser will have revenue from which to make donations.
The preceding information is only a summary of the V.O.I.C.E. Program
and is qualified in its entirety by the more complete information available
from the Adviser.
Information about the V.O.I.C.E. Program, including applications to
participate in the Program, may be obtained from the Adviser by calling
1-800-408-4682 (1-800-40-VINTAGE).
TAXES
It is intended that each Fund will qualify as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended (the "Code"),
as long as such qualification is in the best interest of the Fund's
shareholders. Such qualification relieves each Fund of liability for federal
income tax to the extent its earnings are distributed in accordance with the
Code.
A shareholder receiving a distribution of ordinary income and/or an
excess of net short-term capital gain over net long-term capital loss
ordinarily would treat it as a receipt of ordinary income in the computation
of the shareholder's gross income, whether such distribution is received in
cash or reinvested in additional shares. Any distribution of the excess of
net long-term capital gain over net short-term capital loss ordinarily is
taxable to shareholders as long-term capital gain regardless of how long the
shareholder has held shares. Dividends and distributions also may be subject
to state and local taxes.
Shareholders will receive statements as to the tax status of dividends and
distributions annually, as well as periodic account summaries that will include
information as to any dividends and distributions from securities gains paid
during the year. Shareholders should consult their own tax advisers with
questions regarding federal, state or local taxes.
The Tax-Free Fund
Shareholders of the Tax-Free Money Market Fund are not required to pay
federal regular income tax on any dividends received from the Fund that
represent net interest on tax-exempt municipal bonds. However, under the Tax
Reform Act of 1986, dividends representing net interest earned on some
municipal bonds may be included in calculating the federal individual
alternative minimum tax or the federal alternative minimum tax for
corporations. The alternative minimum tax, imposed at a maximum rate of 28%
of alternative minimum taxable income for individuals and other non-corporate
taxpayers, and 20% for corporations, applies when it exceeds the regular tax
for the taxable year. Alternative minimum taxable income is equal to the
regular taxable income of the taxpayer increased by certain "tax preference"
items not included in regular taxable income and reduced by only a portion of
the deductions allowed in the calculation of the regular tax.
The Tax Reform Act of 1986 treats interest on certain "private activity"
bonds issued after August 7, 1986, as a tax preference item for both
individuals and corporations. Unlike traditional governmental purpose
municipal bonds, which finance roads, schools, libraries, prisons and other
public facilities, private activity bonds provide benefits to private
parties. The Tax-Free Money Market Fund may purchase all types of municipal
bonds, including private activity bonds. Thus, should a Fund purchase any
such bonds, a portion of the Fund's dividends may be treated as a tax
preference item.
In addition, in the case of a corporate shareholder, dividends of the
Tax-Free Money Market Fund which represent interest on municipal bonds may be
subject to the 20% corporate alternative minimum tax because the dividends are
included in a corporation's "adjusted current earnings." The corporate
alternate minimum tax treats 75% of the excess of a taxpayer's pre-tax
"adjusted current earnings" over the taxpayer's alternative minimum taxable
income as a tax preference item. "Adjusted current earnings" is based upon
the concept of a corporation's "earnings and profits." Since "earnings and
profits" generally includes the full amount of any Fund dividend, and
alternative minimum taxable income does not include the portion of the Fund's
dividend attributable to municipal bonds which are not private activity
bonds, the difference will be included in the calculations of the
corporation's alternative minimum tax.
Dividends of the Tax-Free Money Market Fund representing net interest
income earned on some temporary investments and any realized net short-term
gains are taxed as ordinary income.
Backup Withholding
The Trust may be required to withhold federal income tax at a rate of 31%
from dividends and redemption proceeds paid to non-corporate shareholders.
This tax may be withheld from dividends if a shareholder fails to furnish the
Trust with the shareholder's correct taxpayer identification number, the
Internal Revenue Service (the "IRS") notifies the Trust that the shareholder
has failed to report certain income to the IRS, or the shareholder fails to
certify that he or she is not subject to backup withholding when required to
do so. Backup withholding is not an additional tax and the shareholder may
credit any amounts withheld against the shareholder's federal income tax
liability.
PERFORMANCE INFORMATION
From time to time the Trust may publish performance information relative to
the Funds, and may include such information in advertisements, sales literature
or shareholder reports. This information will be based on historical
performance and is not intended to indicate future performance. Additional
information about the performance of the Funds will be contained in the Trust's
annual reports to shareholders which may be obtained without charge by calling
the Trust.
The Funds may quote their current yields and effective yields. The
"yield" of a money market Fund refers to the income generated by an
investment in the Fund over a seven-day period. This income is then
annualized. The amount of income generated by investments during the week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The "effective yield" is calculated similarly
but, when annualized, the income earned by an investment in the Fund is
assumed to be reinvested. The effective yield will be slightly higher than
the yield because of the compounding effect of this assumed reinvestment.
The Tax-Free Money Market Fund may also quote its "tax-equivalent yield",
which is calculated similarly to the yield, but is adjusted to reflect the
taxable yield that the Fund's shares would have had to earn to equal the
actual yield, assuming a specific tax rate. A Fund's tax-equivalent yield
will always be higher than its taxable yield.
Comparative performance information may be used from time to time in
advertising or marketing information relative to the Funds, including certain
indices or data from Lipper Analytical Services, Inc., Morningstar Mutual Fund
Report and other publications.
GENERAL INFORMATION
The Trust was organized on February 1, 1995 as an Indiana business trust.
The Trust's Declaration of Trust permits the Trust to offer and sell an
unlimited number of full and fractional shares of beneficial interest in each
of the Funds and to create additional Funds. Each Fund of the Trust issues
its own class of shares of beneficial interest. The shares of each Fund
represent an interest only in that Fund's assets (and 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 Fund has a proportionate vote
on each matter submitted to shareholders of that Fund. All shares of each
fund of the Trust 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, the Trust is not required to hold annual meetings of
shareholders. The Trust 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.
Shareholder inquiries may be made by writing to The Vintage Funds, c/o
Unified Advisers, Inc., P.O. Box 6110, Indianapolis, Indiana 46206-6110, or by
calling 1-800-408-4682 (1-800-40-VINTAGE).
