As filed with the Securities and Exchange Commission on July 27, 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. ___ [ ] Post-Effective Amendment No. 127 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 129 [X] |
Jennifer M. Millenbaugh
Citi Fund Services Ohio, Inc.
3435 Stelzer Road
Columbus, Ohio 43219
It is proposed that this filing will become effective immediately upon
filing pursuant to paragraph (b) of Rule 485.
QUESTIONS?
Call 1-800-766-8938 or your
investment representative.
[1ST SOURCE MONOGRAM FUNDS(SM) LOGO]
INCOME EQUITY FUND
INCOME FUND
LONG/SHORT FUND
PROSPECTUS DATED AUGUST 1, 2007
1ST SOURCE CORPORATION
INVESTMENT ADVISORS, INC.
Investment Advisor
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
1ST SOURCE MONOGRAM FUNDS TABLE OF CONTENTS
[SCALES ICON] RISK/RETURN SUMMARY AND FUND EXPENSES ---------------------------------------------------------------------------------------------------------- Carefully review this 3 1st Source Monogram Income Equity Fund important section for a 6 1st Source Monogram Income Fund summary of each Fund's 9 1st Source Monogram Long/Short Fund investments, risks and fees. [MAGNIFYING GLASS ICON] INVESTMENT OBJECTIVES AND STRATEGIES ---------------------------------------------------------------------------------------------------------- This section contains details 12 1st Source Monogram Income Equity Fund on each Fund's investment 13 1st Source Monogram Income Fund strategies and risks. 14 1st Source Monogram Long/Short Fund 16 Investment Risks [BOOK ICON] SHAREHOLDER INFORMATION ---------------------------------------------------------------------------------------------------------- Consult this section to obtain 18 Pricing of Fund Shares details on how shares are 20 Purchasing and Adding to Your Shares valued, how to purchase, sell 22 Selling Your Shares and exchange shares, related 24 Distribution Arrangements charges and payments of 24 Exchanging Your Shares dividends. 26 Dividends, Distributions and Taxes [LINE GRAPH ICON] FUND MANAGEMENT ---------------------------------------------------------------------------------------------------------- Review this section for 27 The Investment Advisor details on the people and 27 Portfolio Managers organizations who oversee the 28 The Distributor and Administrator Funds and their investments. [HAND ICON] FINANCIAL HIGHLIGHTS ---------------------------------------------------------------------------------------------------------- Review this section for 29 1st Source Monogram Income Equity Fund details on the selected 30 1st Source Monogram Income Fund financial information of the 31 1st Source Monogram Long/Short Fund Funds. |
[SCALES ICON]RISK/RETURN SUMMARY AND FUND EXPENSES INCOME EQUITY FUND
RISK/RETURN SUMMARY OF THE
1ST SOURCE MONOGRAM INCOME EQUITY FUND
INVESTMENT The Income Equity Fund seeks capital OBJECTIVES appreciation with current income as a secondary objective. PRINCIPAL The Fund normally invests primarily in common INVESTMENT stocks and securities convertible into common STRATEGIES stocks of companies with market capitalization of at least $100 million which 1(st) Source Corporation Investment Advisors, Inc. (the "Advisor") believes pay above average dividends or interest. PRINCIPAL Because the value of the Fund's investments INVESTMENT RISKS will fluctuate with market conditions, so will the value of your investment in the Fund. You could lose money on your investment in the Fund, or the Fund could underperform other investments. Some of the Fund's holdings may underperform its other holdings. The Fund may invest a portion of its assets in foreign securities which can carry additional risks such as changes in currency exchange rates, a lack of adequate company information and political instability. Investments in the Fund are not deposits of 1(st) Source Bank or any of its affiliates and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. WHO MAY Consider investing in the Fund if you are: WANT TO INVEST? - investing for a long-term goal such as retirement (five year or longer investment horizon) - looking to add a growth component to your portfolio - willing to accept higher risks of investing in the stock market in exchange for potentially higher long term returns This Fund will not be appropriate for someone: - seeking monthly income - pursuing a short-term goal or investing emergency reserves - seeking safety of principal |
RISK/RETURN SUMMARY AND FUND EXPENSES INCOME EQUITY FUND
The chart and table on this page show how the Income Equity Fund has performed and how its performance has varied from year to year. The bar chart shows changes in the Fund's yearly performance for each of the last ten years to demonstrate that the Fund's value varied at differing times. The table below compares the Fund's performance over time (both before and after taxes) to that of the Russell 1000 Value Index.(2)
PERFORMANCE BAR CHART AND TABLE(1)
YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31
[BAR GRAPH]
97 27.54 98 4.80 99 12.37 00 16.74 01 3.34 02 -11.22 03 29.85 04 17.01 05 9.94 06 20.02 |
Past performance does not indicate how the Fund will perform in the future.
Best quarter: Q2 2003 +15.78% Worst quarter: Q3 2002 -18.98%
AVERAGE ANNUAL TOTAL RETURNS
(for periods ending
December 31, 2006)(3)
PAST PAST 5 PAST 10 YEAR YEARS YEARS ------------------------------- INCOME EQUITY FUND Before Taxes 20.02% 12.22% 12.42% After Taxes on Distributions(4) 18.57% 11.02% 9.91% After Taxes on Distributions and Sale of Fund Shares(4) 14.89% 10.33% 9.55% ------------------------------- RUSSELL 1000 VALUE INDEX(2) 22.25% 10.86% 11.00% --------------------------------------------------------------------- |
(1) Both chart and table assume reinvestment of dividends and distributions.
Prior to August 1, 2001, the Fund's shares were sold subject to a 5.00%
maximum sales charge.
(2) A widely recognized, unmanaged index that contains 1,000 securities with a
less-than-average growth orientation. The index does not reflect the
deduction of fees and expenses associated with a mutual fund or the impact
of taxes.
(3) For the period January 1, 2007 through June 30, 2007 the aggregate (non- annualized) total return for the Fund was 11.14%.
(4) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
RISK/RETURN SUMMARY AND FUND EXPENSES INCOME EQUITY FUND
This table describes the fees and expenses that you may pay if you buy and hold shares of the Income Equity Fund.
FEES AND EXPENSES
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) --------------------------------------------------- Maximum sales charge (load) imposed on purchases None --------------------------------------------------- Maximum deferred sales charge (load) None ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) --------------------------------------------------- Management Fee(s) 0.80% --------------------------------------------------- Distribution and Service (12b-1) Fee(s)(1) 0.25% --------------------------------------------------- Other Expenses 0.35% --------------------------------------------------- Acquired Fund Fees and Expenses(2) 0.06% --------------------------------------------------- Total Fund Operating Expenses(2) 1.46% --------------------------------------------------- |
(1) The Distributor is currently limiting the distribution fees paid by the Fund for the current fiscal year to 0.00%. Total Fund Operating Expenses after this fee limitation are expected to be 1.21%. This expense limitation may be revised or cancelled at any time.
(2) The Total Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Fund's financial statements (or the financial highlights in this Prospectus) because the financial statements include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in other investment companies ("Acquired Funds"). EXCLUDING THE INDIRECT COSTS OF INVESTING IN ACQUIRED FUNDS, TOTAL FUND OPERATING EXPENSES AFTER THE DISTRIBUTOR'S FEE WAIVER WOULD BE 1.15%.
Use this table to compare fees and expenses with those of other Funds. It
illustrates the amount of fees and expenses you would pay, assuming the
following:
- $10,000 investment
- 5% annual return
- redemption at the end of each period
- no changes in the Fund's operating expenses
- reinvestment of dividends and distributions
Because this example is hypothetical and for comparison purposes only, your actual costs will be different.
EXPENSE EXAMPLE
1 3 5 10 YEAR YEARS YEARS YEARS INCOME EQUITY FUND $149 $462 $797 $1,746 -------------------------------------------------------- |
[SCALES ICON]RISK/RETURN SUMMARY AND FUND EXPENSES INCOME FUND
RISK/RETURN SUMMARY OF THE
1ST SOURCE MONOGRAM INCOME FUND
INVESTMENT The Income Fund seeks current income OBJECTIVES consistent with the preservation of capital. PRINCIPAL The Fund normally invests at least 65% of its INVESTMENT total assets in debt securities of all types, STRATEGIES including high grade corporate bonds and U.S. Government bonds. PRINCIPAL Because the value of the Fund's investments INVESTMENT RISKS will fluctuate with market conditions and interest rates, so will the value of your investment in the Fund. You could lose money on your investment in the Fund, or the Fund could underperform other investments. Some of the Fund's holdings may underperform its other holdings. Investments in the Fund are not deposits of 1(st) Source Bank or any of its affiliates and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. WHO MAY Consider investing in the Fund if you are: WANT TO INVEST? - looking to add a monthly income component to your portfolio - seeking higher potential returns than provided by money market funds - willing to accept the risks of price and dividend fluctuations This Fund will not be appropriate for someone: - investing emergency reserves - seeking safety of principal |
RISK/RETURN SUMMARY AND FUND EXPENSES INCOME FUND
The chart and table on this page show how the Income Fund has performed and how its performance has varied from year to year. The bar chart shows changes in the Fund's yearly performance for each of the last ten years to demonstrate that the Fund has gained and lost value at differing times. The table below compares the Fund's performance over time (both before and after taxes) to that of the Lehman Brothers Intermediate U.S. Government/Credit Bond Index.(2)
PERFORMANCE BAR CHART AND TABLE(1)
YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31
[BAR GRAPH IN %]
97 7.82 98 6.82 99 -1.21 00 9.21 01 8.00 02 8.66 03 2.43 04 1.81 05 1.01 06 3.72 |
Past performance does not indicate how the Fund will perform in the future.
Best quarter: Q3 1998 +4.56% Worst quarter: Q2 2004 -2.20%
AVERAGE ANNUAL TOTAL RETURNS
(for periods ending
December 31, 2006)(3)
PAST PAST 5 PAST 10 YEAR YEARS YEARS ------------------------------ INCOME FUND Before Taxes 3.72% 3.49% 4.77% After Taxes on Distributions(4) 2.23% 1.97% 2.77% After Taxes on Distributions and Sale of Fund Shares(4) 2.44% 2.08% 2.83% ------------------------------ LEHMAN BROTHERS INTERMEDIATE U.S. GOVERNMENT/CREDIT BOND INDEX(2) 4.07% 4.52% 5.80% ---------------------------------------------------------------------- |
(1) Both chart and table assume reinvestment of dividends and distributions.
Prior to August 1, 2001, the Fund's shares were sold subject to a 4.00%
maximum sales charge.
(2) An unmanaged index generally representative of the performance of government
and corporate bonds with maturities of less than 10 years. The index does
not reflect the deduction of fees and expenses associated with a mutual fund
or the impact of taxes.
(3) For the period January 1, 2007 through June 30, 2007 the aggregate (non- annualized) total return for the Fund was 1.04%.
(4) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
RISK/RETURN SUMMARY AND FUND EXPENSES INCOME FUND
This table describes the fees and expenses that you may pay if you buy and hold shares of the Income Fund.
FEES AND EXPENSES
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) --------------------------------------------------- Maximum sales charge (load) imposed on purchases None --------------------------------------------------- Maximum deferred sales charge (load) None ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) --------------------------------------------------- Management Fee(s) 0.55% --------------------------------------------------- Distribution and Service (12b-1) Fee(s)(1) 0.25% --------------------------------------------------- Other Expenses 0.37% --------------------------------------------------- Acquired Fund Fees and Expenses(2) 0.01% --------------------------------------------------- Total Fund Operating Expenses(2) 1.18% --------------------------------------------------- |
(1) The Distributor is currently limiting the distribution fees paid by the Fund for the current fiscal year to 0.00%. Total Fund Operating Expenses after this fee limitation are expected to be 0.93%. This expense limitation may be revised or cancelled at any time.
(2) The Total Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Fund's financial statements (or the financial highlights in this Prospectus) because the financial statements include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in other investment companies ("Acquired Funds"). EXCLUDING THE INDIRECT COSTS OF INVESTING IN ACQUIRED FUNDS, TOTAL FUND OPERATING EXPENSES AFTER THE DISTRIBUTOR'S FEE WAIVER WOULD BE 0.92%.
Use this table to compare fees and expenses with those of other Funds. It
illustrates the amount of fees and expenses you would pay, assuming the
following:
- $10,000 investment
- 5% annual return
- redemption at the end of each period
- no changes in the Fund's operating expenses
- reinvestment of dividends and distributions
Because this example is hypothetical and for comparison purposes only, your actual costs will be different.
EXPENSE EXAMPLE
1 3 5 10 YEAR YEARS YEARS YEARS INCOME FUND $120 $375 $649 $1,432 -------------------------------------------------------- |
[SCALES ICON]RISK/RETURN SUMMARY AND FUND EXPENSES LONG/SHORT FUND
RISK/RETURN SUMMARY OF THE
1ST SOURCE MONOGRAM LONG/SHORT FUND
INVESTMENT The Long/Short Fund seeks capital OBJECTIVES appreciation. PRINCIPAL The Fund normally purchases common stocks INVESTMENT ("long" equity positions) of U.S. traded STRATEGIES companies that 1(st) Source Corporation Investment Advisors, Inc. (the "Advisor") has identified as undervalued and sells short those stocks ("short" equity positions) that the Advisor has identified as overvalued. The Fund can make investments within any market sector and in any company that has a public market capitalization of at least $100 million. PRINCIPAL Because the value of the Fund's investments INVESTMENT RISKS will fluctuate with market conditions, so will the value of your investment in the Fund. You could lose money on your investment in the Fund, or the Fund could underperform other investments. Some of the Fund's holdings may underperform its other holdings. Because the Fund uses short selling as part of its overall investment strategy, the Fund is subject to the risks associated with short selling which include the risk that the Fund may incur a loss by having to buy a security at a higher price than the price at which the Fund previously sold the security short. In addition, because the Fund is a non- diversified fund, it is able to invest its assets in a more limited number of issuers than a diversified fund. As a result, the decline in the market value of a particular security held by the Fund may directly affect the Fund's net asset value more than if the Fund were operated as a diversified fund. Investments in the Fund are not deposits of 1(st) Source Bank or any of its affiliates and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. WHO MAY Consider investing in the Fund if you are: WANT TO INVEST? - investing for a long-term goal such as retirement (a multi-year investment horizon) - looking to add a growth component to your portfolio - willing to accept higher risks of investing in the stock market in exchange for potentially higher long term returns - looking to add a complementary or defensive investment allocation to a diversified equity portfolio that has a largely long-only investment weighting This Fund will not be appropriate for someone: - seeking monthly income - pursuing a short-term goal or investing emergency reserves - seeking safety of principal |
RISK/RETURN SUMMARY AND FUND EXPENSES LONG/SHORT FUND
The chart and table on this page show how the Long/Short Fund has performed since the Fund's inception on August 1, 2003. The bar chart shows the Fund's yearly performance. The table below compares the Fund's performance over time (both before and after taxes) to that of the Citicorp U.S. Domestic Three- Month Treasury Bill Index.(2)
PERFORMANCE BAR CHART AND TABLE(1)
YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31
[BAR GRAPH]
2004 4.47 2005 3.82 2006 14.72 |
Past performance does not indicate how the Fund will perform in the future.
Best quarter: Q4 2006 +5.87%
Worst quarter: Q3 2004 -0.97%
AVERAGE ANNUAL TOTAL RETURNS
(for periods ending
December 31, 2006)(3)
SINCE INCEPTION PAST ON YEAR 8/1/03 ------------------------------ LONG/SHORT FUND Before Taxes 14.72% 8.59% After Taxes on Distribu- tions(4) 12.80% 7.48% After Taxes on Distributions and Sale of Fund Shares(4) 10.30% 6.86% ------------------------------ CITICORP U.S. DOMESTIC THREE-MONTH TREASURY BILL INDEX(2) 4.76% 2.74% ----------------------------------------------- |
(1) Both chart and table assume reinvestment of dividends and distributions.
(2) An unmanaged index generally representative of the U.S. money markets. It is
an average of the last three-month U.S. Treasury bill issues (excluding the
current month-end bill). The Index does not reflect the deduction of fees
and expenses associated with a mutual fund or the impact of taxes.
(3) For the period January 1, 2007 through June 30, 2007 the aggregate (non- annualized) total return for the Fund was 6.25%.
(4) After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
RISK/RETURN SUMMARY AND FUND EXPENSES LONG/SHORT FUND
This table describes the fees and expenses that you may pay if you buy and hold shares of the Long/Short Fund.
FEES AND EXPENSES
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) --------------------------------------------------- Maximum sales charge (load) imposed on purchases None --------------------------------------------------- Maximum deferred sales charge (load) None ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) --------------------------------------------------- Management Fee(s) 1.10% --------------------------------------------------- Distribution and Service (12b-1) Fee(s)(1) 0.25% --------------------------------------------------- Other Expenses 0.74% --------------------------------------------------- Total Fund Operating Expenses 2.09% --------------------------------------------------- |
(1) The Distributor is currently limiting the distribution fees paid by the Fund for the current fiscal year to 0.00%. TOTAL FUND OPERATING EXPENSES AFTER THIS FEE LIMITATION ARE EXPECTED TO BE 1.84%. This expense limitation may be revised or cancelled at any time.
Use this table to compare fees and expenses with those of other Funds. It
illustrates the amount of fees and expenses you would pay, assuming the
following:
- $10,000 investment
- 5% annual return
- redemption at the end of each period
- no changes in the Fund's operating expenses
- reinvestment of dividends and distributions
Because this example is hypothetical and for comparison purposes only, your
actual costs will be different.
EXPENSE EXAMPLE
1 3 5 10 YEAR YEARS YEARS YEARS LONG/SHORT FUND $212 $655 $1,124 $2,421 --------------------------------------------------------- |
[MAGNIFYING GLASS ICON]INVESTMENT OBJECTIVES AND STRATEGIES
1ST SOURCE MONOGRAM INCOME EQUITY FUND
TICKER SYMBOL: FMIEX
INVESTMENT OBJECTIVE
The primary investment objective of the Income Equity Fund is to seek capital appreciation with current income as a secondary objective.
POLICIES AND STRATEGIES
The Fund normally invests primarily in common stocks and securities convertible into common stocks of companies with market capitalization of at least $100 million which the Advisor believes pay above average dividends or interest.
Consistent with the Income Equity Fund's investment objective, the Fund:
- invests substantially all, but in no event less than 80%, of its assets in equity securities
- invests in the following types of equity securities: common stocks, preferred stocks, securities convertible into or exchangeable for common stocks, warrants and any rights to purchase common stocks
- may invest in fixed income securities consisting of corporate notes, bonds and debentures that are rated investment grade at the time of purchase
- may invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government
- may invest in the securities of foreign issuers and may acquire sponsored and unsponsored American Depositary Receipts
- may invest in securities of real estate investment trusts (also known as REITs)
- may engage in repurchase transactions pursuant to which the Fund purchases a security and simultaneously commits to resell that security to the seller (either a bank or a securities dealer) at an agreed upon price on an agreed upon date (usually within seven days of purchase)
- may engage in options transactions
- may engage in futures transactions as well as invest in options on futures contracts solely for hedging purposes
- may lend securities to qualified brokers, dealers, banks, and other financial institutions for the purpose of realizing additional income
- may invest in other investment companies
In the event that the Advisor determines that current market conditions are not suitable for the Fund's typical investments, the Advisor may instead, for temporary defensive purposes during such unusual market conditions, invest all or any portion of the Fund's assets in money market instruments and repurchase agreements.
[MAGNIFYING GLASS ICON]INVESTMENT OBJECTIVES AND STRATEGIES
1ST SOURCE MONOGRAM INCOME FUND
TICKER SYMBOL: FMEQX
INVESTMENT OBJECTIVE
The investment objective of the Income Fund is to seek current income consistent with the preservation of capital.
POLICIES AND STRATEGIES
The Fund normally invests primarily in debt securities of all types, including variable and floating rate securities.
Consistent with the Income Fund's investment objective, the Fund:
- invests substantially all, but in no event less than 65%, of its total assets in debt securities
- invests in fixed income securities consisting of bonds, fixed income preferred stocks, debentures, notes, zero-coupon securities, mortgage- related and other asset-backed securities, state municipal or industrial revenue bonds, obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government, debt securities convertible into, or exchangeable for, common stocks, foreign debt securities, guaranteed investment contracts, income participation loans, first mortgage loans and participation certificates in pools of mortgages issued or guaranteed by agencies or instrumentalities of the U.S. Government
- invests only in debt securities which are rated at the time of purchase within the four highest rating categories assigned by one or more nationally recognized statistical rating organizations (NRSROs) or, if unrated, which the Advisor deems to be of comparable quality.
- may engage in repurchase transactions pursuant to which the Fund purchases a security and simultaneously commits to resell that security to the seller (either a bank or a securities dealer) at an agreed upon price on an agreed upon date (usually within seven days of purchase)
- may engage in options transactions
- may engage in futures transactions as well as invest in options on futures contracts solely for hedging purposes
- may lend securities to qualified brokers, dealers, banks, and other financial institutions for the purpose of realizing additional income
- may purchase securities on a when-issued or delayed-delivery basis in which a security's price and yield are fixed on a specific date but payment and delivery are scheduled for a future date beyond the standard settlement period
- may invest in other investment companies
In the event that the Advisor determines that current market conditions are not suitable for the Fund's typical investments, the Advisor may instead, for temporary defensive purposes during such unusual market conditions, invest all or any portion of the Fund's assets in money market instruments and repurchase agreements.
[MAGNIFYING GLASS ICON]INVESTMENT OBJECTIVES AND STRATEGIES
1ST SOURCE MONOGRAM LONG/SHORT FUND
TICKER SYMBOL: FMLSX
INVESTMENT OBJECTIVE
The investment objective of the Long/Short Fund is to seek capital appreciation.
POLICIES AND STRATEGIES
The Fund invests primarily in common stocks by maintaining both long equity positions and short equity positions.
The Advisor believes that the best opportunities to make both short and long
equity investments are when the market's perception of the values of
individual companies (measured by the stock price) differs widely from the
Advisor's assessment of the intrinsic values of such companies. It is the
Advisor's further belief that such undervaluation and overvaluation
opportunities arise due to a variety of market inefficiencies, including:
changes in market participant psychology and circumstances; imperfect
information; and forecasts and projections by Wall Street analysts and company
representatives which differ from experienced reality.
The Advisor attempts to identify potential opportunities within the market where significant market perception gaps may exist and invest in anticipation of changes in the market perception that will bring the stock price closer to the Advisor's estimate of intrinsic value.
The Advisor does not attempt to time the direction of the overall market and will retain the flexibility to shift the net exposure (the value of securities held long less the value of securities held short) depending on which prioritized collection of equity investment opportunities, long or short, is more attractive regardless of the direction or trend of the overall market.
The Advisor's process begins with valuation analysis to establish a range for fair or intrinsic company value for each potential opportunity with particular emphasis on company fundamentals. The initial valuation review includes calculating and reviewing standard ratios such as Price to Sales, Price to Book, Price to Earnings and Price Earnings to Growth for opportunities. For each prospective opportunity, the Advisor's valuation analysis process further includes building modified discounted cash flow models for the company with sensitivity analysis for changes to: revenue growth rates, operating margins, outstanding share counts, earnings multiples and tangible book value. The initial and ongoing inputs to these models will be informed by the Advisor's subjective assessment of changing sector and company specific outlooks due to forces such as: atoms-to-bits digitization; globalization of capital, labor and process knowledge; as well as increasing information and price transparency.
[MAGNIFYING GLASS ICON]INVESTMENT OBJECTIVES AND STRATEGIES
POLICIES AND STRATEGIES
CONTINUED
These opportunities will be further prioritized by the Advisor based upon metrics for market participant psychology including: money flow, insider activity, stochastics, relative strength and variation from moving averages. The Advisor will enter into both "short" and "long" equity investments based upon the prioritization of opportunities. It is the expectation that these positions will be exited when the stock price moves back into the identified range which approximates intrinsic value or when additional information is received which would result in a different prioritization based upon continually changing inputs from market participant behavior.
The Fund is a non-diversified fund, and therefore it is the Advisor's intent to focus on the most attractive opportunities and to take concentrated positions in these opportunities as they arise. This approach will limit the total number of positions in the Fund including both long and short holdings.
Consistent with the Fund's investment objective, the Fund:
- invests in the following types of equity securities: common stocks, preferred stocks, securities convertible into or exchangeable for common stocks, warrants and any rights to purchase common stocks
- may invest in fixed income securities consisting of corporate notes, bonds and debentures including securities that are rated less than investment grade at the time of purchase
- may invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government
- may invest in the securities of foreign issuers and may acquire sponsored and unsponsored American Depositary Receipts, Global Depositary Receipts and European Depositary Receipts
- may invest in securities of real estate investment trusts (also known as REITs)
- may engage in repurchase transactions pursuant to which the Fund purchases a security and simultaneously commits to resell that security to the seller (either a bank or a securities dealer) at an agreed upon price on an agreed upon date (usually within seven days of purchase)
- may invest in index securities and sector securities
- may engage in options transactions
- may engage in futures transactions as well as invest in options on futures contracts solely for hedging purposes
- may lend securities to qualified brokers, dealers, banks, and other financial institutions for the purpose of realizing additional income
- may invest in other investment companies
In the event that the Advisor determines that current market conditions are not suitable for the Fund's typical investments, the Advisor may instead, for temporary defensive purposes during such unusual market conditions, invest all or any portion of the Fund's assets in money market instruments and repurchase agreements.
[MAGNIFYING GLASS ICON]INVESTMENT OBJECTIVES AND STRATEGIES
INVESTMENT RISKS
RISK FACTORS: ALL FUNDS
An investment in the Funds is subject to investment risks, including the possible loss of the principal amount invested.
Generally, the Funds will be subject to the following risks:
EQUITY RISK: The value of the equity securities held by a Fund, and thus of a Fund's shares, can fluctuate-at times dramatically. The prices of equity securities are affected by various factors, including market conditions, political and other events, and developments affecting the particular issuer or its industry or geographic sector. The fact that the Advisor follows a specific discipline can provide no assurance against a decline in the value of a Fund's shares.
MARKET RISK: Market risk refers to the risk related to investments in securities in general and the daily fluctuations in the securities markets. A Fund's performance per share will change daily based on many factors, including fluctuation in interest rates, the quality of the instruments in each Fund's investment portfolio, national and international economic conditions and general market conditions.
FOREIGN SECURITIES RISK: Investments in securities of non-U.S. issuers have special risks. These risks include international economic and political developments, foreign government actions including restrictions on payments to non-domestic persons such as the Fund, less regulation, less information, currency fluctuations and interruptions in currency flow. Investments in foreign securities also entail higher costs. A Fund's investments in foreign securities may be in the form of sponsored or unsponsored depositary receipts, such as American Depositary Receipts ("ADRs"), Global Depositary Receipts ("GDRs") and European Depositary Receipts ("EDRs"). Ownership of unsponsored depositary receipts may not entitle the Fund to financial and other reports from the issuer of the underlying security, and certain costs related to the receipts that would otherwise be borne by the issuer of a sponsored depositary receipt may be passed through, in whole or in part, to holders of the receipts.
INTEREST RATE RISK: Interest rate risk refers to the risk that the value of a Fund's fixed income securities can change in response to changes in prevailing interest rates causing volatility and possible loss of value as rates increase.
CREDIT RISK: Credit risk refers to the risk related to the credit quality of the issuer of a security held in a Fund's portfolio. A Fund could lose money if the issuer of a security is unable to meet its financial obligations.
MARKET DIRECTION RISK (THE LONG/SHORT FUND): Since the Fund has both a "long" and a "short" portfolio, an investment in the Fund will involve market risks associated with different types of investment decisions than those made for a typical "long only" stock fund. The Fund's results will suffer both when there is a general stock market advance and the Fund holds significant "short" equity positions, or when there is a general stock market decline when the Fund holds significant "long" equity positions.
STOCK SELECTION RISK (THE LONG/SHORT FUND): While it may be the intent of the Advisor to take long positions in stocks that are undervalued and are expected to subsequently outperform the market and short positions in stocks that are overvalued and are expected to underperform the market, in various market conditions, there is no assurance that the Advisor will be successful in its selection process.
[MAGNIFYING GLASS ICON]INVESTMENT OBJECTIVES AND STRATEGIES
INVESTMENT RISKS
CONTINUED
SHORT SALES RISK (THE LONG/SHORT FUND): There are certain unique risks associated with the use of short sales strategies. The Advisor may sell a security short by borrowing it from a third party and selling it at the then- current market price. The Fund is then obligated to buy the security on a later date so it can return the security to the lender. Short sales therefore involve the risk that the Fund will incur a loss by subsequently buying a security at a higher price than the price at which the Fund previously sold the security short. This would occur if the securities lender required the Fund to deliver the securities the Fund had borrowed at the commencement of the short sale and the Fund was unable to borrow the securities from other securities lenders. Moreover, because a Fund's loss on a short sale arises from increases in the value of the security sold short, such loss, like the price of the security sold short, is theoretically unlimited. By contrast, a Fund's loss on a long position arises from decreases in the value of the security and therefore is limited by the fact that a security's value cannot drop below zero.
NON-DIVERSIFICATION RISK (THE LONG/SHORT FUND): Because the Fund is a non- diversified fund for purposes of the Investment Company Act of 1940, it may concentrate its investments in a more limited number of issuers than a diversified fund. Accordingly, the Fund is subject to the risks related to the fact that the decline in the market value of a particular security held by the Fund may directly affect the net asset value of the Fund more than if the Fund were operated as a diversified fund. In addition, because of its ability to concentrate its investments in a limited number of issuers, the Fund is more subject to the economic, political and/or regulatory factors that may affect the value of these particular issuers.
PORTFOLIO TURNOVER RATE (THE LONG/SHORT FUND): The Fund's portfolio turnover rate is expected to exceed 200%. This type of Fund has a high portfolio turnover that necessarily results in greater transaction costs and causes more short-term capital gains (or losses) to be realized. Distributions to shareholders of short-term capital gains are taxed as ordinary income under federal income tax laws.
Investments in the Funds are not deposits of 1st Source Bank or any of its affiliates and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
[BOOK ICON]SHAREHOLDER INFORMATION
PRICING OF FUND SHARES
The NAV is calculated by adding the total value of a Fund's investments and other assets, subtracting its liabilities and then dividing that figure by the number of outstanding shares of the Fund:
NAV =
Total Assets - Liabilities
You may find each Fund's NAV daily in certain newspapers.
The net asset value per share of each Fund is determined at the time trading closes on the New York Stock Exchange ("NYSE"), normally 4:00 p.m., Eastern time on days when both the NYSE and the Federal Reserve Bank of Chicago are open for business.
Your order for purchase, sale or exchange of shares is priced at the next NAV calculated after your order is accepted by the Fund. This is what is known as the offering price.
Only purchase orders accepted by the Funds before 4:00 p.m. Eastern time will be effective at that day's offering price. On occasion, the NYSE will close before 4:00 p.m. Eastern time. When that happens, purchase orders accepted after the NYSE closes will be effective the following business day.
Each Fund's securities are generally valued at current market prices. If market quotations are not available, prices will be based on fair value as determined in accordance with procedures established by, and under the supervision of, the Funds' Trustees.
PURCHASING AND ADDING TO YOUR SHARES
Purchases of the Funds may be made on any business day. This includes any days on which the Funds are open for business, other than weekends and days on which either the NYSE or the Federal Reserve Bank of Chicago are closed, including the following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day.
You may purchase the Funds through the Distributor or through investment representatives, who may charge fees and may require higher minimum investments or impose other limitations on buying and selling shares. If you purchase shares through an investment representative, that party is responsible for transmitting orders by close of business and may have an earlier cut-off time for purchase and sale requests. Consult your investment representative for specific information.
[BOOK ICON]SHAREHOLDER INFORMATION
PURCHASING AND ADDING TO YOUR SHARES
CONTINUED
MINIMUM MINIMUM ACCOUNT TYPE INITIAL SUBSEQUENT INVESTMENT INVESTMENT Regular (non-retirement) $1,000 $25 ------------------------------------------------------------------------------- Retirement $1,000 $25 ------------------------------------------------------------------------------- Automatic Investment Plan Regular $ 25 $25 ------------------------------------------------------------------------------- Automatic Investment Plan Retirement $ 250 $25 ------------------------------------------------------------------------------- |
All purchases must be in U.S. dollars. A fee will be charged for any checks that do not clear. Third-party checks, starter checks, travelers' checks, money orders, cash and credit card convenience checks are not accepted.
A Fund may waive its minimum purchase requirement and it may reject a purchase order if it considers it in the best interest of the Fund and its shareholders.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. What this means for you is that when you open an account, you are required to provide your name, residential address, date of birth, and identification number. We may require other information that will allow us to identify you.
SHAREHOLDER INFORMATION
PURCHASING AND ADDING TO YOUR SHARES
CONTINUED
INSTRUCTIONS FOR OPENING OR ADDING TO AN ACCOUNT
BY REGULAR MAIL
Initial Investment:
1. Carefully read and complete the application. Establishing your account
privileges now saves you the inconvenience of having to add them later.
2. Make check or cashier's check payable to "[name of Fund]."
3. Mail to: 1st Source Monogram Funds, c/o Citi Fund Services P.O. Box 182084, Columbus, OH 43218-2084
Subsequent:
1. Use the investment slip attached to your account statement. Or, if unavailable,
2. Include the following information on a piece of paper:
- Fund name
- Amount invested
- Account name
- Account number
Include your account number on your check.
3. Mail to: 1st Source Monogram Funds, c/o Citi Fund Services P.O. Box 182084, Columbus, OH 43218-2084
BY OVERNIGHT SERVICE
SEE INSTRUCTIONS 1-2 ABOVE FOR SUBSEQUENT INVESTMENTS.
3. Send to: 1st Source Monogram Funds,
c/o Citi Fund Services,
Attn: Shareholder Services, 3435 Stelzer Road, Columbus, OH 43219.
BY WIRE TRANSFER
For information on how to request a wire transfer, call 1-800-766-8938.
SHAREHOLDER INFORMATION
PURCHASING AND ADDING TO YOUR SHARES
CONTINUED
You can add to your account by using the convenient options described below. The Funds reserve the right to change or eliminate these privileges at any time with 60 days notice.
AUTOMATIC INVESTMENT PLAN
You can make automatic investments in the Funds from your bank account. Automatic investments can be as little as $25, once you've invested the $25 minimum required to open the account.
To invest regularly from your bank account:
- Complete the Automatic Investment Plan portion on your Account Application.
Make sure you note:
- Your bank name, address and ABA number
- Your checking or savings account number
- The amount you wish to invest automatically (minimum $25)
- How often you want to invest (monthly or quarterly)
- Attach a voided personal check or savings deposit slip.
DIVIDENDS AND DISTRIBUTIONS
All dividends and distributions will be automatically reinvested unless you request otherwise. Capital gains are distributed at least annually.
DISTRIBUTIONS ARE MADE ON A PER SHARE BASIS REGARDLESS OF HOW LONG YOU'VE OWNED YOUR SHARES. THEREFORE, IF YOU INVEST SHORTLY BEFORE THE DISTRIBUTION
DATE, SOME OF YOUR INVESTMENT WILL BE RETURNED TO YOU IN THE FORM OF A DISTRIBUTION AND MAY BE SUBJECT TO INCOME TAX.
SHAREHOLDER SERVICES AGREEMENTS
The Funds may enter into Shareholder Services Agreements with authorized service providers, which include investment advisors, banks, trust companies and other types of organizations, including 1st Source Bank, the parent of the Advisor. The authorized service providers perform administrative services for shareholders on whose behalf they hold Fund shares and with whom they have a servicing relationship. Services provided on behalf of the Funds include, among other things, (i) responding to customer inquires; (ii) assisting the Funds in establishing and maintaining shareholder accounts and records; (iii) assisting customers in changing account options, account designations and account addresses; (iv) maintaining shareholder records; and (v) providing such other administrative services as may be reasonably requested and which are deemed necessary and beneficial to the shareholders of the Funds.
Under the terms of each Shareholder Services Agreement, a Fund is authorized to pay an authorized service provider a shareholder services fee that may be based on (i) the average daily net asset value of the shares of the Fund for which administrative services are provided, (ii) a fixed dollar amount for each shareholder account serviced by the authorized service provider, or (iii) some combination of both of these methods. Additional information regarding authorized service providers and the services they offer can be found in the Statement of Additional Information, which is available upon request.
SHAREHOLDER INFORMATION
SELLING YOUR SHARES
INSTRUCTIONS FOR SELLING SHARES
You may sell your shares at any time. Your sales price will be the next NAV after your sell order is received by the Fund, its transfer agent, or your investment representative. Normally you will receive your proceeds within a week after your request is received. See section on "General Policies on Selling Shares" below.
WITHDRAWING MONEY FROM YOUR FUND INVESTMENT
As a mutual fund shareholder, you are technically selling shares when you request a withdrawal in cash. This is also known as redeeming shares or a redemption of shares.
BY TELEPHONE (unless you have declined telephone sales privileges)
1. Call 1-800-766-8938 with instructions as to how you wish to receive your funds (check, wire, electronic transfer).
BY MAIL
1. Call 1-800-766-8938 to request redemption forms or write a letter of
instruction indicating:
- your Fund and account number
- amount you wish to redeem
- address where your check should be sent
- account owner signature
2. Mail to: 1st Source Monogram Funds c/o Citi Fund Services P.O. Box 182084 Columbus, OH 43218-2084
BY OVERNIGHT SERVICE
SEE INSTRUCTION 1 ABOVE UNDER "BY MAIL."
2. Send to: 1st Source Monogram Funds, c/o Citi Fund Services Attn:
Shareholder Services, 3435 Stelzer Road, Columbus, OH 43219
WIRE TRANSFER
You must indicate this option on your application.
The Fund may charge a wire transfer fee.
Note: Your financial institution may also charge a separate fee.
Call 1-800-766-8938 to request a wire transfer.
If you call by 4 p.m. Eastern time, your payment will normally be wired to
your bank on the next business day.
AUTOMATIC WITHDRAWAL PLAN
You can receive automatic payments from your account on a monthly or quarterly
basis. The minimum withdrawal is $100. To activate this feature:
- Make sure you've checked the appropriate box and completed the Automatic
Withdrawal section of the Account Application. Or call 1-800-766-8938.
- Include a voided personal check.
- Your account must have a value of $5,000 or more to start withdrawals.
- If the value of your account falls below $500, you may be asked to add
sufficient funds to bring the account back to $500, or the Fund may close
your account and mail the proceeds to you.
SHAREHOLDER INFORMATION
GENERAL POLICIES ON SELLING SHARES
REDEMPTIONS IN WRITING REQUIRED
You must request redemptions in writing in the following situations:
1. Redemptions from Individual Retirement Accounts ("IRAs").
2. Redemption requests requiring a signature guarantee. Signature guarantees
are required in the following situations:
- Your account address has changed within the last 15 business days
- The check is not being mailed to the address on your account
- The check is not being made payable to the owner(s) of the account
- The redemption proceeds are being transferred to another Fund account with
a different registration
- The redemption proceeds are being wired to bank instructions currently not
on your account
Signature guarantees must be obtained from members of the STAMP (Securities Transfer Agents Medallion Program), MSP (New York Stock Exchange Medallion Program) or SEMP (Stock Exchanges Medallion Program). Members are subject to dollar limitations which must be considered when requesting their guarantee. The Transfer Agent may reject any signature guarantee if it believes the transaction would otherwise be improper.
VERIFYING TELEPHONE REDEMPTIONS
The Funds make every effort to insure that telephone redemptions are only made by authorized shareholders. All telephone calls are recorded for your protection and you will be asked for information to verify your identity. Given these precautions, unless you have specifically indicated on your application that you do not want the telephone redemption feature, you may be responsible for any fraudulent telephone orders. If appropriate precautions have not been taken, the Transfer Agent may be liable for losses due to unauthorized transactions. Telephone transaction privileges, including purchases, redemptions and exchanges by telephonic or facsimile instructions, may be revoked at the discretion of the Fund without advance notice to shareholders. In such cases, and at times of peak activity when it may be difficult to place orders requested by telephone, transaction requests may be made by registered or express mail.
REDEMPTIONS WITHIN 10 DAYS OF SHARES PURCHASED BY CHECK
When you have made your investment by check, you cannot redeem any portion of it until the Transfer Agent is satisfied that the check has cleared (which may require up to 10 business days). You can avoid this delay by purchasing shares with a federal funds wire.
REFUSAL OF REDEMPTION REQUEST
Payment for shares may be delayed under extraordinary circumstances or as permitted by the SEC in order to protect remaining shareholders.
REDEMPTION IN KIND
The Funds reserve the right to make payment in securities rather than cash, known as "redemption in kind." This could occur under extraordinary circumstances, such as a very large redemption that could affect a Fund's operations (for example, more than 1% of the Fund's net assets). If a Fund deems it advisable for the benefit of all shareholders, redemption in kind will consist of securities equal in market value to your shares. When you convert these securities to cash, you will pay brokerage charges.
SHAREHOLDER INFORMATION
GENERAL POLICIES ON SELLING SHARES
CONTINUED
CLOSING OF SMALL ACCOUNTS
If your account falls below $500, the Fund may ask you to increase your balance. If it is still below $500 after 60 days, the Fund may close your account and send you the proceeds at the current NAV.
UNDELIVERABLE DISTRIBUTION CHECKS
For any shareholder who chooses to receive distributions in cash: If distribution checks are returned and marked as "undeliverable" or remain uncashed for six months, your account will be changed automatically so that all future distributions are reinvested in your account. Checks that remain uncashed for six months will be canceled and the money reinvested in your account at the then current NAV.
DISTRIBUTION ARRANGEMENTS
DISTRIBUTION AND SERVICE (12b-1) FEES
12b-1 fees compensate dealers and investment representatives for services and expenses relating to the sale and distribution of a Fund's shares and/or for providing shareholder services. 12b-1 fees are paid from Fund assets on an ongoing basis, and will increase the cost of your investment. Long-term shareholders may pay indirectly more than the equivalent of the maximum permitted front-end sales charge due to the recurring nature of 12b-1 distribution and service fees.
The Advisor, at its own expense, may provide compensation to dealers in connection with sales of shares of a Fund.
EXCHANGING YOUR SHARES
You can exchange your shares in one Fund for shares of another 1st Source
Monogram Fund. No transaction fees are charged for exchanges.
You must meet the minimum investment requirements for the Fund into which you
are exchanging. Exchanges from one Fund to another are taxable.
INSTRUCTIONS FOR EXCHANGING SHARES
Exchanges may be made by sending a written request to 1st Source Monogram Funds, c/o Citi Fund Services Ohio, Inc. 3435 Stelzer Road, Columbus OH 43219, or by calling 1-800-766-8938. Please provide the following information:
- Your name and telephone number
- The exact name on your account and account number
- Taxpayer identification number (usually your Social Security number)
- Dollar value or number of shares to be exchanged
- The name of the Fund from which the exchange is to be made
- The name of the Fund into which the exchange is being made
See "Selling Your Shares" for important information about telephone transactions.
SHAREHOLDER INFORMATION
EXCHANGING YOUR SHARES
CONTINUED
NOTES ON EXCHANGES
- The registration and tax identification numbers of the two accounts must be
identical.
- The Exchange Privilege (including automatic exchanges) may be changed or
eliminated at any time upon a 60-day notice to shareholders.
FREQUENT TRADING POLICY
Frequent trading into and out of a Fund can have adverse consequences for that Fund and for long-term shareholders in the Fund. The Funds believe that frequent or excessive short-term trading activity by shareholders of a Fund may be detrimental to long-term shareholders because those activities may, among other things: (a) dilute the value of shares held by long-term shareholders; (b) cause the Funds to maintain larger cash positions than would otherwise be necessary; (c) increase brokerage commissions and related costs and expenses, and (d) incur additional tax liability. The Funds therefore discourage frequent purchase and redemptions by shareholders and they do not make any effort to accommodate this practice. To protect against such activity, the Board of Trustees has adopted policies and procedures that are intended to permit the Funds to curtail frequent or excessive short-term trading by shareholders. At the present time the Funds do not impose limits on the frequency of purchases and redemptions, nor do they limit the number of exchanges into any of the Funds. The Funds reserve the right, however, to impose certain limitations at any time with respect to trading in shares of the Funds, including suspending or terminating trading privileges in Fund shares, for any investor whom the Funds believe has a history of abusive trading or whose trading, in the judgment of the Funds, has been or may be disruptive to the Funds. The Funds' ability to detect and prevent any abusive or excessive short-term trading may be limited to the extent such trading involves Fund shares held through omnibus accounts of a financial intermediary.
1ST SOURCE MONOGRAM
INDIVIDUAL RETIREMENT ACCOUNT ("IRA")
A 1st Source Monogram IRA enables individuals, even if they participate in an employer-sponsored retirement plan, to establish their own retirement programs. A 1st Source Monogram IRA contribution may be tax-deductible and earnings are tax-deferred. Under the Tax Reform Act of 1986, the tax deductibility of IRA contributions is restricted or eliminated for individuals who participate in certain employer pension plans and whose annual income exceeds certain limits. Existing IRAs and future contributions up to the IRA maximums, whether deductible or not, still earn income on a tax-deferred basis.
All 1st Source Monogram IRA distribution requests must be made in writing to Citi Fund Services Ohio, Inc. Any additional deposits to a 1st Source Monogram IRA must distinguish the type and year of the contribution.
For more information on a 1st Source Monogram IRA call the Funds at 1-800-766- 8938. Shareholders are advised to consult a tax advisor regarding IRA contribution and withdrawal requirements and restrictions.
SHAREHOLDER INFORMATION
DIVIDENDS, DISTRIBUTIONS AND TAXES
Any income a Fund receives in the form of dividends is paid out, less expenses, to its shareholders. Income dividends on the Funds are usually paid monthly. Capital gains for all Funds are distributed at least annually.
Dividends and distributions are treated in the same manner for federal income tax purposes whether you receive them in cash or in additional shares.
An exchange of shares is considered a sale, and any related gains may be subject to applicable taxes.
Dividends are generally taxable as ordinary income. Taxation on capital gains will vary with the length of time the Fund has held the security -- not how long the shareholder has been in the Fund.
Dividends are taxable in the year they are paid or credited to your account. However, dividends declared in October, November or December to shareholders of record in such a month and paid by January 31(st) are taxable on December 31(st) of the year they are declared.
Currently effective tax legislation generally provides for a maximum tax rate for individual taxpayers of 15% on long-term gains and from certain qualifying dividends on corporate stock. These rate reductions do not apply to corporate taxpayers. The following are guidelines for how certain distributions by the Funds are generally taxed to individual taxpayers:
- Distributions of earnings from qualifying dividends and qualifying long- term capital gains will be taxed at a maximum rate of 15%.
- Note that distributions of earnings from dividends paid by certain "qualified foreign corporations" can also qualify for the lower tax rates on qualifying dividends.
- A shareholder will also have to satisfy a greater than 60-day holding period with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower tax rate.
- Distributions of earnings from non-qualifying dividends, interest income, other types of ordinary income and short-term capital gains will be taxed at the ordinary income tax rate applicable to the taxpayer.
You will be notified in January each year about the federal tax status of distributions made by the Fund. Depending on your residence for tax purposes, distributions also may be subject to state and local taxes, including withholding taxes.
Foreign shareholders may be subject to special withholding requirements. There is a penalty on certain pre-retirement distributions from retirement accounts. Consult your tax advisor about the federal, state and local tax consequences in your particular circumstances.
The Funds are required to withhold 28% of taxable dividends, capital gains distributions and redemptions paid to shareholders who have not provided the Funds with their certified taxpayer identification number in compliance with IRS rules. To avoid this, make sure you provide your correct Tax Identification Number (Social Security Number for most investors) on your account application.
This tax discussion is meant only as a general summary. Because each investor's tax situation is unique, you should consult your tax advisor about the particular consequences to you of investing in the Funds.
[LINE GRAPH ICON]FUND MANAGEMENT
THE INVESTMENT ADVISOR
1st Source Corporation Investment Advisors, Inc. (the "Advisor"), 100 North Michigan Street, South Bend, Indiana 46601, is the investment advisor for each Fund. The Advisor is a wholly owned subsidiary of 1st Source Bank, which is a wholly owned subsidiary of 1st Source Corporation, a publicly held bank holding company. 1st Source Bank, which was founded in 1936, and its affiliates administer and manage, on behalf of their clients, assets of approximately $2 billion. 1st Source Bank has over 60 years of banking experience.
The Advisor makes the day-to-day investment decisions for the Funds. In addition, the Advisor continuously reviews, supervises and administers each Fund's investment programs.] For these advisory services, the Funds paid the following fees during the fiscal year ended March 31, 2007:
PERCENTAGE OF AVERAGE NET ASSETS FOR THE FISCAL YEAR ENDED 03/31/07 ------------------ Income Equity Fund 0.80% ------------------ Income Fund 0.55% ------------------ Long/Short Fund 1.10% ---------------------------------------------------- |
Information regarding the factors considered by the Board of Trustees of the Funds in connection with their most recent renewal of the Investment Advisory Agreement with respect to the Funds is provided in the Funds' Annual Report to Shareholders for the fiscal year ended March 31, 2007.
PORTFOLIO MANAGERS
The following individuals serve as portfolio managers for the Funds and are primarily responsible for the day-to-day management of the Funds' portfolios:
INCOME EQUITY FUND RALPH SHIVE, CFA Mr. Shive serves as Vice President and Chief Investment Officer of the Advisor and joined 1st Source Bank in September 1989. Mr. Shive has worked as an analyst and portfolio manager for over twenty years after receiving his BA from Southern Methodist University. Mr. Shive has obtained the Chartered Financial Analyst (CFA) designation. INCOME FUND PAUL GIFFORD, CFA Mr. Gifford serves as Vice President and is a Portfolio Manager with the Advisor and joined 1st Source Bank in April 2000. From December 1990 to April 2000, Mr. Gifford served as Assistant Vice President, Portfolio Manager and Product Manager with Bremer Trust, N.A., after receiving his B.S. from the University of Minnesota -- Mankato. Mr. Gifford has obtained the Chartered Financial Analyst (CFA) designation. |
FUND MANAGEMENT
LONG/SHORT FUND MICHAEL SHINNICK Mr. Shinnick serves as Portfolio Manager with the Advisor and joined 1st Source Bank in May 2003. From 1994 to 2000, Mr. Shinnick was a principal and then a partner with Diamond Technology Partners, Inc., Chicago, Illinois, a global management consulting firm. From 2000 to 2001, Mr. Shinnick was an officer with Zurich Financial Services, Inc., New York, New York, in its Z-COSM venture group. From 2002 to May 2003, Mr. Shinnick was a private investor. Mr. Shinnick received a B.A. from the University of Notre Dame. RALPH SHIVE, CFA Mr. Shive's biographical information is set forth above under the Income Equity Fund. |
Additional information about the portfolio managers' compensation arrangements, other accounts managed by the portfolio managers, as applicable, and the portfolio managers' ownership of securities of the Funds they manage is available in the Funds' Statement of Additional Information.
The Statement of Additional Information also has more detailed information about the Advisor and the other service providers.
THE DISTRIBUTOR AND ADMINISTRATOR
Foreside Distribution Services, LP, 100 Summer Street, Boston, MA 02110 is each Fund's distributor and Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, OH 43219 is each Fund's administrator.
CAPITAL STRUCTURE. The Coventry Group was organized as a Massachusetts business trust on January 8, 1992 and overall responsibility for the management of the Funds is vested in the Board of Trustees. Shareholders are entitled to one vote for each full share held and a proportionate fractional vote for any fractional shares held and will vote in the aggregate and not by series except as otherwise expressly required by law.
DISCLOSURE OF FUND PORTFOLIO HOLDINGS
A complete list of each Fund's portfolio holdings is publicly available on a quarterly basis through filings made with the SEC on Forms N-CSR and N-Q. A description of the Funds' policies and procedures with respect to the disclosure of the Funds' portfolio securities is provided in the Statement of Additional Information (SAI).
[HAND ICON]FINANCIAL HIGHLIGHTS INCOME EQUITY FUND
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand each Fund's financial performance for the past five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned on an investment in a Fund (assuming reinvestment of all dividends and distributions). The information presented in the financial highlights tables for the fiscal year ended March 31, 2007 was audited by Ernst & Young LLP, independent registered public accountants, whose report, along with each Fund's financial statements, is included in the Funds' annual report, which is available upon request. The information for all periods prior to April 1, 2005 was audited by the Funds' prior auditors.
FOR THE YEARS ENDED MARCH 31, -------------------------------------------------- 2007 2006 2005 2004 2003 NET ASSET VALUE, BEGINNING OF PERIOD $ 14.14 $ 13.61 $ 12.16 $ 8.87 $ 11.49 ----------------------------------------------------------------------------------------------- INVESTMENT ACTIVITIES: Net investment income 0.22 0.17 0.14 0.17 0.18 Net realized and unrealized gains (losses) from investments 1.66 2.10 1.91 3.39 (2.53) ----------------------------------------------------------------------------------------------- Total from investment activities 1.88 2.27 2.05 3.56 (2.35) ----------------------------------------------------------------------------------------------- DISTRIBUTIONS: Net investment income (0.21) (0.18) (0.13) (0.16) (0.18) Net realized gains (1.01) (1.56) (0.47) (0.11) (0.09) ----------------------------------------------------------------------------------------------- Total distributions (1.22) (1.74) (0.60) (0.27) (0.27) ----------------------------------------------------------------------------------------------- NET ASSET VALUE, END OF PERIOD $ 14.80 $ 14.14 $ 13.61 $ 12.16 $ 8.87 ----------------------------------------------------------------------------------------------- Total Return 13.69% 17.72% 17.17% 40.48% (20.66)% RATIOS/SUPPLEMENTARY DATA: Net Assets at end of period (000) $167,133 $129,508 $103,127 $79,034 $52,403 Ratio of net expenses to average net assets 1.15% 1.19% 1.19% 1.21% 1.22% Ratio of net investment income to average net assets 1.52% 1.25% 1.10% 1.49% 1.82% Ratio of expenses to average net assets (a) 1.40% 1.45% 1.44% 1.46% 1.47% Portfolio turnover 26% 37% 44% 24% 18% ----------------------------------------------------------------------------------------------- |
(a) During the period, certain fees were voluntarily reduced. If such fee reductions had not occurred, the ratio would have been as indicated.
FINANCIAL HIGHLIGHTS INCOME FUND
FINANCIAL HIGHLIGHTS
CONTINUED
FOR THE YEARS ENDED MARCH 31, --------------------------------------------------- 2007 2006 2005 2004 2003 NET ASSET VALUE, BEGINNING OF PERIOD $ 9.63 $ 9.88 $ 10.34 $ 10.42 $ 9.88 -------------------------------------------------------------------------------------------------- INVESTMENT ACTIVITIES: Net investment income 0.38 0.33 0.29 0.31 0.41 Net realized and unrealized gains (losses) from investments 0.13 (0.18) (0.37) 0.02 0.61 -------------------------------------------------------------------------------------------------- Total from investment activities 0.51 0.15 (0.08) 0.33 1.02 -------------------------------------------------------------------------------------------------- DISTRIBUTIONS: Net investment income (0.41) (0.40) (0.38) (0.41) (0.48) -------------------------------------------------------------------------------------------------- Total distributions (0.41) (0.40) (0.38) (0.41) (0.48) -------------------------------------------------------------------------------------------------- NET ASSET VALUE, END OF PERIOD $ 9.73 $ 9.63 $ 9.88 $ 10.34 $ 10.42 -------------------------------------------------------------------------------------------------- Total Return 5.43% 1.52% (0.76)% 3.26% 10.52% RATIOS/SUPPLEMENTARY DATA: Net assets at end of period (000) $78,921 $72,874 $75,445 $73,678 $68,754 Ratio of net expenses to average net assets 0.92% 0.95% 0.93% 0.91% 0.92% Ratio of net investment income to average net assets 3.95% 3.36% 2.84% 3.06% 3.94% Ratio of expenses to average net assets (a) 1.17% 1.21% 1.19% 1.16% 1.17% Portfolio turnover 59% 70% 79% 58% 96% -------------------------------------------------------------------------------------------------- |
(a) During the period, certain fees were voluntarily reduced. If such fee reductions had not occurred, the ratio would have been as indicated.
FINANCIAL HIGHLIGHTS LONG/SHORT FUND
FINANCIAL HIGHLIGHTS
CONTINUED
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE PERIOD ENDED MARCH 31, ENDED MARCH 31, ENDED MARCH 31, ENDED MARCH 31, 2007 2006 2005 2004(A) --------------- --------------- --------------- --------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 11.21 $ 10.69 $ 10.59 $ 10.00 -------------------------------------------------------------------------------------------------------------- INVESTMENT ACTIVITIES: Net investment income 0.26 0.21 0.08 -- Net realized and unrealized gains from investments and securities sold short 0.90 0.71 0.35 0.61 -------------------------------------------------------------------------------------------------------------- Total from investment activities 1.16 0.92 0.43 0.61 -------------------------------------------------------------------------------------------------------------- DISTRIBUTIONS: Net investment income (0.28) (0.20) (0.09) -- Net realized gains (0.50) (0.20) (0.24) (0.02) -------------------------------------------------------------------------------------------------------------- Total distributions (0.78) (0.40) (0.33) (0.02) -------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, END OF PERIOD $ 11.59 $ 11.21 $ 10.69 $ 10.59 -------------------------------------------------------------------------------------------------------------- Total Return 10.44% 8.80% 4.07% 6.14%(c) RATIOS/SUPPLEMENTARY DATA: Net assets at end of period (000) $53,894 $29,831 $25,127 $18,824 Ratio of net expenses to average net assets (d) 1.84% 1.72% 1.71% 1.77%(e) Ratio of net investment income to average net assets 2.40% 1.98% 0.76% 0.09%(e) Ratio of expenses to average net assets (d)(f) 2.09% 1.98% 1.97% 2.02%(e) Portfolio turnover 172% 123% 206% 120%(c) -------------------------------------------------------------------------------------------------------------- |
(a) The Fund commenced operations on August 1, 2003.
(b) The amount is less than $0.005 per share.
(c) Not annualized.
(d) Includes dividend expense for securities sold short of 0.20%, 0.09%, 0.07% and 0.06% for the periods ended March 31, 2007, 2006, 2005 and 2004, respectively.
(e) Annualized.
(f) During the period, certain fees were voluntarily reduced. If such fee reductions had not occurred, the ratio would have been as indicated.
For more information about the Funds, the following documents are available free upon request:
ANNUAL/SEMI-ANNUAL REPORTS:
The Funds' annual and semi-annual reports to shareholders contain additional information on each Fund's investments. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund's performance during its last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI):
The SAI provides more detailed information about the Funds, including their operations and investment policies. It is incorporated by reference and is legally considered a part of this prospectus.
THE FUNDS DO NOT CURRENTLY MAINTAIN A SEPARATE INTERNET WEBSITE CONTAINING COPIES OF THEIR REPORTS OR THE SAI, HOWEVER, YOU CAN RECEIVE FREE COPIES OF REPORTS AND THE SAI, OR REQUEST OTHER INFORMATION AND DISCUSS YOUR QUESTIONS ABOUT THE FUNDS BY CONTACTING A BROKER THAT SELLS THE FUNDS. OR CONTACT THE FUNDS AT:
1ST SOURCE MONOGRAM FUNDS
C/O CITI FUND SERVICES
3435 STELZER ROAD
COLUMBUS, OHIO 43219
TELEPHONE: 1-800-766-8938
You can review each Fund's reports and the SAI at the Public Reference Room of the Securities and Exchange Commission. You can get text-only copies:
- For a duplicating fee, by writing the Public Reference Section of the
Commission, Washington, D.C. 20549-6009 or calling 1-202-942-8090, or by
electronic request by e-mailing the SEC at the following address:
publicinfo@sec.gov.
- Free from the EDGAR Database on the Commission's Website at http://www.sec.gov.
Investment Company Act File No. 811-6526.
MONPU 08/07
1ST SOURCE MONOGRAM INCOME EQUITY FUND
1ST SOURCE MONOGRAM INCOME FUND
1ST SOURCE MONOGRAM LONG/SHORT FUND
EACH AN INVESTMENT PORTFOLIO OF
THE COVENTRY GROUP
STATEMENT OF ADDITIONAL INFORMATION
AUGUST 1, 2007
This Statement of Additional Information is not a prospectus but should be read in conjunction with the prospectus for the 1st Source Monogram Income Equity Fund, 1st Source Monogram Income Fund, and 1st Source Monogram Long/Short Fund dated the same date as the date hereof (the "Prospectus"), hereinafter referred to collectively as the "Funds" and singly, a "Fund." The Funds are separate investment portfolios of The Coventry Group (the "Group"), an open-end management investment company. This Statement of Additional Information is incorporated in its entirety into the Prospectus. Copies of the Prospectus may be obtained by writing the 1st Source Monogram Funds, c/o Citi Fund Services Ohio, Inc., at 3435 Stelzer Road, Columbus, Ohio 43219, or by telephoning toll free (800) 766-8938.
TABLE OF CONTENTS
PAGE ---- INVESTMENT OBJECTIVES AND POLICIES....................................... 1 Additional Information on Portfolio Instruments....................... 1 Investment Restrictions............................................... 10 Portfolio Turnover.................................................... 12 NET ASSET VALUE.......................................................... 12 ADDITIONAL PURCHASE AND REDEMPTION INFORMATION........................... 13 Investment Advisor.................................................... 17 Portfolio Manager Information......................................... 19 Code of Ethics........................................................ 20 Portfolio Transactions................................................ 20 Administrator......................................................... 22 Distributor........................................................... 24 Custodians............................................................ 25 Transfer Agency and Fund Accounting Services.......................... 26 Shareholder Services Agreements....................................... 26 Independent Registered Public Accounting Firm......................... 27 Legal Counsel......................................................... 27 ADDITIONAL INFORMATION................................................... 28 Description of Shares................................................. 28 Vote of a Majority of the Outstanding Shares.......................... 29 Additional Tax Information............................................ 29 Yield................................................................. 34 Calculation of Performance Data....................................... 34 Distribution Rates.................................................... 36 Performance Comparisons............................................... 36 Principal Shareholders................................................ 37 Proxy Voting.......................................................... 37 Disclosure of Fund Portfolio Holdings................................. 37 Miscellaneous......................................................... 38 FINANCIAL STATEMENTS..................................................... 39 |
STATEMENT OF ADDITIONAL INFORMATION
THE COVENTRY GROUP
The Coventry Group (the "Group") is an open-end, diversified management investment company which currently offers its shares in separate series. This Statement of Additional Information deals with three of such portfolios, 1st Source Monogram Income Equity Fund (the "Income Equity Fund"), 1st Source Monogram Income Fund (the "Income Fund"), and 1st Source Monogram Long/Short Fund (the "Long/Short Fund"). Much of the information contained in this Statement of Additional Information expands upon subjects discussed in the Prospectus. Capitalized terms not defined herein are defined in the Prospectus. No investment in Shares of a Fund should be made without first reading the Prospectus. The Diversified Equity Fund merged with and into the Income Equity Fund on March 30, 2007. The Special Equity Fund was liquidated on March 30, 2007.
INVESTMENT OBJECTIVES AND POLICIES
Additional Information on Portfolio Instruments
The following policies supplement the investment objectives and policies of each Fund as set forth in the Prospectus.
BANK OBLIGATIONS. Each of the Funds may invest in bank obligations such as bankers' acceptances, certificates of deposit, and demand and time deposits.
Bankers' acceptances are negotiable drafts or bills of exchange typically drawn by an importer or exporter to pay for specific merchandise, which are "accepted" by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the instrument on maturity. Bankers' acceptances invested in by the Funds will be those guaranteed by domestic and foreign banks having, at the time of investment, capital, surplus, and undivided profits in excess of $100,000,000 (as of the date of their most recently published financial statements).
Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank or a savings and loan association for a definite period of time and earning a specified return. Certificates of deposit and demand and time deposits will be those of domestic banks and savings and loan associations, if (a) at the time of investment the depository institution has capital, surplus, and undivided profits in excess of $100,000,000 (as of the date of its most recently published financial statements), or (b) the principal amount of the instrument is insured in full by the Federal Deposit Insurance Corporation.
COMMERCIAL PAPER. Commercial paper consists of unsecured promissory notes issued by corporations. Issues of commercial paper normally have maturities of less than nine months and fixed rates of return.
The Funds may purchase commercial paper consisting of issues rated at the time of purchase by one or more appropriate nationally recognized statistical rating organizations ("NRSRO") (e.g., Standard & Poor's Corporation and Moody's Investors Service, Inc.) in one of the two highest rating categories for short-term debt obligations. The Funds may also invest in
commercial paper that is not rated but that is determined by 1st Source Corporation Investment Advisors, Inc. (the "Advisor") to be of comparable quality to instruments that are so rated by an NRSRO that is neither controlling, controlled by, or under common control with the issuer of, or any issuer, guarantor, or provider of credit support for, the instruments.
VARIABLE AMOUNT MASTER DEMAND NOTES. Variable amount master demand notes, in which the Income Fund may invest, are unsecured demand notes that permit the indebtedness thereunder to vary and provide for periodic adjustments in the interest rate according to the terms of the instrument. Because master demand notes are direct lending arrangements between a Fund and the issuer, they are not normally traded. Although there is no secondary market in the notes, a Fund may demand payment of principal and accrued interest at any time within 30 days. While such notes are not typically rated by credit rating agencies, issuers of variable amount master demand notes (which are normally manufacturing, retail, financial and other business concerns), must satisfy, for purchase by the Income Fund, the same criteria as set forth above for commercial paper for such Fund. The Advisor will consider the earning power, cash flow, and other liquidity ratios of the issuers of such notes and will continuously monitor their financial status and ability to meet payment on demand. In determining average weighted portfolio maturity, a variable amount master demand note will be deemed to have a maturity equal to the longer of the period of time remaining until the next interest rate adjustment or the period of time remaining until the principal amount can be recovered from the issuer through demand.
FOREIGN INVESTMENT. Investments in securities issued by foreign issuers, including American Depositary Receipts ("ADRs"), may subject the Funds to investment risks that differ in some respects from those related to investment in obligations of U.S. domestic issuers or in U.S. securities markets. Such risks include future adverse political and economic developments, possible seizure, nationalization, or expropriation of foreign investments, less stringent disclosure requirements, the possible establishment of exchange controls or taxation at the source, or the adoption of other foreign governmental restrictions. A Fund will acquire such securities only when the Advisor believes the risks associated with such investments are reasonable.
U.S. GOVERNMENT OBLIGATIONS. Each Fund may invest in obligations issued or guaranteed by the U.S. Government or its agencies or instrumentalities. Obligations of certain agencies and instrumentalities of the U.S. Government are supported by the full faith and credit of the U.S. Treasury; others are supported by the right of the issuer to borrow from the Treasury; others are supported by the discretionary authority of the U.S. Government to purchase the agency's obligations; and still others are supported only by the credit of the instrumentality. No assurance can be given that the U.S. Government would provide financial support to U.S. Government-sponsored agencies or instrumentalities if it is not obligated to do so by law.
VARIABLE AND FLOATING RATE SECURITIES. The Income Fund may acquire variable and floating rate securities, subject to such Fund's investment objectives, policies and restrictions. A variable rate security is one whose terms provide for the adjustment of its interest rate on set dates and which, upon such adjustment, can reasonably be expected to have a market value that approximates its par value. A floating rate security is one whose terms provide for the adjustment of its interest rate whenever a specified interest rate changes and which, at any time,
can reasonably be expected to have a market value that approximates its par value. Such securities are frequently not rated by credit rating agencies; however, unrated variable and floating rate securities purchased by the Income Fund will be determined by the Advisor to be of comparable quality at the time of purchase to rated instruments eligible for purchase under such Fund's investment policies. In making such determinations, the Advisor will consider the earning power, cash flow and other liquidity ratios of the issuers of such notes (such issuers include financial, merchandising, bank holding and other companies) and will continuously monitor their financial condition. Although there may be no active secondary market with respect to a particular variable or floating rate security purchased by the Income Fund, the Income Fund may resell the security at any time to a third party. The absence of an active secondary market, however, could make it difficult for the Income Fund to dispose of a variable or floating rate security in the event the issuer of the security defaulted on its payment obligations and the Income Fund could, as a result or for other reasons, suffer a loss to the extent of the default. To the extent that there exists no readily available market for such security and the Income Fund is not entitled to receive the principal amount of a note within seven days, such a security will be treated as an illiquid security for purposes of calculation of such Fund's limitation on investments in illiquid securities, as set forth in the Income Fund's investment restrictions. Variable or floating rate securities may be secured by bank letters of credit.
RESTRICTED SECURITIES. Securities in which the Funds may invest include securities issued by corporations without registration under the Securities Act of 1933, as amended (the "1933 Act"), such as securities issued in reliance on the so-called "private placement" exemption from registration which is afforded by Section 4(2) of the 1933 Act ("Section 4(2) securities"). Section 4(2) securities are restricted as to disposition under the Federal securities laws, and generally are sold to institutional investors such as the Funds who agree that they are purchasing the securities for investment and not with a view to public distribution. Any resale must also generally be made in an exempt transaction. Section 4(2) securities are normally resold to other institutional investors through or with the assistance of the issuer or investment dealers who make a market in such Section 4(2) securities, thus providing liquidity. Any such restricted securities will be considered to be illiquid for purposes of a Fund's limitations on investments in illiquid securities unless, pursuant to procedures adopted by the Board of Trustees of the Group, the Advisor has determined such securities to be liquid because such securities are eligible for resale under Rule 144A under the 1933 Act and are readily saleable. Each Fund will limit its investment in Section 4(2) securities to not more than 10% of its net assets.
OPTIONS TRADING. Each Fund may purchase and write (sell) put and call options. An American style put option gives the purchaser the right to sell the underlying security at the stated exercise price at any time prior to the expiration date of the option, regardless of the market price of the security. An American style call option gives the purchaser of the option the right to buy, and a writer has the obligation to sell, the underlying security at the stated exercise price at any time prior to the expiration of the option, regardless of the market price of the security. The premium paid to the writer is consideration for undertaking the obligations under the option contract. Put and call options purchased by the Funds will be valued at the last sale price, or in the absence of such a price, at the mean between bid and asked price.
When a Fund writes a call option, an amount equal to the net premium (the premium less the commission) received by the Fund is included in the liability section of the Fund's statement of assets and liabilities as a deferred credit. The amount of the deferred credit will be subsequently marked-to-market to reflect the current value of the option written. The current value of the traded option is the last sale price or, in the absence of a sale, the mean between bid and asked price. If an option expires on the stipulated expiration date or if the Fund enters into a closing purchase transaction, it will realize a gain (or a loss if the cost of a closing purchase transaction exceeds the net premium received when the option is sold) and the deferred credit related to such option will be eliminated. If a call option is exercised, the Fund may deliver the underlying security in the open market. In either event, the proceeds of the sale will be increased by the net premium originally received and the Fund will realize a gain or loss.
Each Fund may also purchase or sell (write) index options. Index options (or options on securities indices) are similar in many respects to options on securities except that an index option gives the holder the right to receive, upon exercise, cash instead of securities, if the closing level of the securities index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option.
FUTURES CONTRACTS. Each of the Funds may enter into futures contracts. This investment technique is designed primarily to hedge against anticipated future changes in market conditions which otherwise might adversely affect the value of securities which a Fund holds or intends to purchase. For example, when interest rates are expected to rise or market values of portfolio securities are expected to fall, a Fund can seek through the sale of futures contracts to offset a decline in the value of its portfolio securities. When interest rates are expected to fall or market values are expected to rise, a Fund, through the purchase of such contracts, can attempt to secure better rates or prices for the Fund than might later be available in the market when it effects anticipated purchases.
The acquisition of put and call options on futures contracts will, respectively, give a Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period.
Futures transactions involve brokerage costs and require a Fund to segregate liquid assets, such as cash, U.S. Government securities or other liquid securities, to cover its performance under such contracts. A Fund may lose the expected benefit of futures transactions if interest rates, securities prices or foreign exchange rates move in an unanticipated manner. Such unanticipated changes may also result in poorer overall performance than if the Fund had not entered into any futures transactions. In addition, the value of a Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities, limiting the Fund's ability to hedge effectively against interest rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions.
REGULATORY RESTRICTIONS. When purchasing a futures contract or writing a put option, a Fund will maintain in a segregated account cash or liquid securities equal to the value of such contracts.
A Fund will not enter into any futures contracts and related options for purposes other than bona fide hedging transactions within the meaning of Commodity Futures Trading Commission ("CFTC") regulations if such non-hedging positions would exceed the limitations established in CFTC regulations. Currently, non-hedging transactions are subject to either of two alternative limitations. Under one alternative, the aggregate initial margin and premiums required to establish non-hedging positions in futures contracts and options may not exceed 5% of the fair market value of a Fund's net assets (after taking into account unrealized profits and unrealized losses on any such contracts). Under the other alternative, which has been established by the CFTC on a temporary basis, the aggregate net notional value of non-hedging futures contracts and related options may not exceed the liquidation value of a Fund's portfolio (after taking into account unrealized profits and unrealized losses on any such contracts). A Fund will not engage in transactions in financial futures contracts or options thereon for speculation, but only to attempt to hedge against changes in market conditions affecting the values of securities which such Fund holds or intends to purchase.
WHEN-ISSUED SECURITIES. The Income Fund may purchase securities on a "when-issued" basis (i.e., for delivery beyond the normal settlement date at a stated price and yield). When such Fund agrees to purchase securities on a "when-issued" basis, the Fund's custodian will set aside cash or liquid portfolio securities equal to the amount of the commitment in a separate account. Normally, the Income Fund's custodian will set aside portfolio securities to satisfy the purchase commitment, and in such a case, the Fund may be required subsequently to place additional assets in the separate account in order to assure that the value of the account remains equal to the amount of the Income Fund's commitment. It may be expected that the Income Fund's net assets will fluctuate to a greater degree when it sets aside portfolio securities to cover such purchase commitments than when it sets aside cash. In addition, because the Income Fund will set aside cash or liquid portfolio securities to satisfy its purchase commitments in the manner described above, such Fund's liquidity and the ability of the Advisor to manage it might be affected in the event its commitments to purchase "when-issued" securities ever exceeded 25% of the value of its total assets. Under normal market conditions, however, the Income Fund's commitment to purchase "when-issued" or "delayed-delivery" securities will not exceed 25% of the value of its total assets.
When the Income Fund engages in "when-issued" transactions, it relies on the seller to consummate the trade. Failure of the seller to do so may result in the Income Fund's incurring a loss or missing the opportunity to obtain a price considered to be advantageous. The Income Fund will engage in "when-issued" delivery transactions only for the purpose of acquiring portfolio securities consistent with such Fund's investment objectives and policies and not for investment leverage.
MORTGAGE-RELATED SECURITIES. The Income Fund may, consistent with its investment objective and policies, invest in mortgage-related securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities or issued by nongovernmental entities.
Mortgage-related securities, for purposes of the Prospectus and this Statement of Additional Information, represent pools of mortgage loans assembled for sale to investors by various governmental agencies such as the Government National Mortgage Association and government-related organizations such as the Federal National Mortgage Association and the
Federal Home Loan Mortgage Corporation, as well as by nongovernmental issuers such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies. Although certain mortgage-related securities are guaranteed by a third party or otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured. If the Income Fund purchases a mortgage-related security at a premium, that portion may be lost if there is a decline in the market value of the security whether resulting from changes in interest rates or prepayments in the underlying mortgage collateral. As with other interest-bearing securities, the prices of such securities are inversely affected by changes in interest rates. However, though the value of a mortgage-related security may decline when interest rates rise, the converse is not necessarily true, since in periods of declining interest rates the mortgages underlying the securities are prone to prepayment, thereby shortening the average life of the security and shortening the period of time over which income at the higher rate is received. Conversely, when interest rates are rising, the rate of prepayment tends to decrease, thereby lengthening the average life of the security and lengthening the period of time over which income at the lower rate is received. For these and other reasons, a mortgage-related security's average maturity may be shortened or lengthened as a result of interest rate fluctuations and, therefore, it is not possible to predict accurately the security's return to the Income Fund. In addition, regular payments received in respect of mortgage-related securities include both interest and principal. No assurance can be given as to the return the Income Fund will receive when these amounts are reinvested.
The Income Fund may also invest in mortgage-related securities which are collateralized mortgage obligations structured on pools of mortgage pass-through certificates or mortgage loans. Mortgage-related securities will be purchased only if rated in the three highest bond rating categories assigned by one or more appropriate NRSROs, or, if unrated, which the Advisor deems to be of comparable quality.
There are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. Mortgage-related securities issued by the Government National Mortgage Association ("GNMA") include GNMA Mortgage Pass-Through Certificates (also known as "Ginnie Maes") which are guaranteed as to the timely payment of principal and interest by GNMA and such guarantee is backed by the full faith and credit of the United States. GNMA is a wholly-owned U.S. Government corporation within the Department of Housing and Urban Development. GNMA certificates also are supported by the authority of GNMA to borrow funds from the U.S. Treasury to make payments under its guarantee. Mortgage-related securities issued by the Federal National Mortgage Association ("FNMA") include FNMA Guaranteed Mortgage Pass-Through Certificates (also known as "Fannie Maes") which are solely the obligations of the FNMA and are not backed by or entitled to the full faith and credit of the United States. FNMA is a government-sponsored organization owned entirely by private stockholders. Fannie Maes are guaranteed as to timely payment of the principal and interest by FNMA. Mortgage-related securities issued by the Federal Home Loan Mortgage Corporation ("FHLMC") include FHLMC Mortgage Participation Certificates (also known as "Freddie Macs" or "PCs"). FHLMC is a corporate instrumentality of the United States, created pursuant to an Act of Congress, which is owned entirely by Federal Home Loan Banks. Freddie Macs are not guaranteed by the United States or by any Federal Home Loan Banks and do not constitute a debt or obligation of the United States or of any Federal Home Loan Bank. Freddie Macs entitle the holder to timely
payment of interest, which is guaranteed by FHLMC. FHLMC guarantees either ultimate collection or timely payment of all principal payments on the underlying mortgage loans. When FHLMC does not guarantee timely payment of principal, FHLMC may remit the amount due on account of its guarantee of ultimate payment of principal at any time after default on an underlying mortgage, but in no event later than one year after it becomes payable.
REIT SECURITIES. The Funds may invest in securities of real estate investment trusts ("REITs"). REITs are corporations or trusts that specialize in acquiring, holding and managing residential, commercial or industrial real estate. A REIT is not taxed at the entity level on income distributed to its shareholders or unitholders if it distributes to shareholders or unitholders at least 95% of its taxable income for each taxable year and complies with regulatory requirements relating to its organization, ownership, assets and income.
REITs generally can be classified as Equity REITs, Mortgage REITs and Hybrid REITs. An Equity REIT invests the majority of its assets directly in real property and derives its income primarily from rents and from capital gains on real estate appreciation which are realized through property sales. A Mortgage REIT invests the majority of its assets in real estate mortgage loans and derives its income primarily from interest payments. A Hybrid REIT combines the characteristics of an Equity REIT and a Mortgage REIT.
Investments in the real estate industry involve particular risks. The real estate industry has been subject to substantial fluctuations and declines on a local, regional and national basis in the past and may continue to be in the future. Real property values and income from real property may decline due to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, regulatory limitations on rents, changes in neighborhoods and in demographics, increases in market interest rates, or other factors. Factors such as these may adversely affect companies which own and operate real estate directly, companies which lend to such companies, and companies which service the real estate industry.
Direct investments in REITs also involve risks. Equity REITs will be affected by changes in the values of and income from the properties they own, while Mortgage REITs may be affected by the credit quality of the mortgage loans they hold. In addition, REITs are dependent on specialized management skills and on their ability to generate cash flow for operating purposes and to make distributions to shareholders or unitholders. REITs may have limited diversification and are subject to risks associated with obtaining financing for real property, as well as to the risk of self-liquidation. REITs also can be adversely affected by their failure to qualify for tax-free pass-through treatment of their income under the Internal Revenue Code of 1986, as amended, or their failure to maintain an exemption from registration under the 1940 Act. By investing in REITs indirectly through a Fund, a shareholder bears not only a proportionate share of the expenses of the Fund, but also may indirectly bear similar expenses of some of the REITs in which it invests.
REPURCHASE AGREEMENTS. Securities held by each of the Funds may be subject to repurchase agreements. Under the terms of a repurchase agreement, a Fund would acquire securities from banks and registered broker-dealers which the Advisor deems creditworthy under guidelines approved by the Group's Board of Trustees, subject to the seller's agreement to
repurchase such securities at a mutually agreed-upon date and price. The repurchase price would generally equal the price paid by the Fund plus interest negotiated on the basis of current short-term rates, which may be more or less than the rate on the underlying portfolio securities. The seller under a repurchase agreement will be required to maintain continually the value of collateral held pursuant to the agreement at not less than the repurchase price (including accrued interest). This requirement will be continually monitored by the Advisor. If the seller were to default on its repurchase obligation or become insolvent, the Fund holding such obligation would suffer a loss to the extent that the proceeds from a sale of the underlying portfolio securities were less than the repurchase price under the agreement, or to the extent that the disposition of such securities by the Fund were delayed pending court action. Additionally, there is no controlling legal precedent confirming that a Fund would be entitled, as against a claim by such seller or its receiver or trustee in bankruptcy, to retain the underlying securities, although the Board of Trustees of the Group believes that, under the regular procedures normally in effect for custody of a Fund's securities subject to repurchase agreements and under federal laws, a court of competent jurisdiction would rule in favor of the Group if presented with the question. Securities subject to repurchase agreements will be held by that Fund's custodian or another qualified custodian or in the Federal Reserve book-entry system. Repurchase agreements are considered to be loans by a Fund under the 1940 Act.
REVERSE REPURCHASE AGREEMENTS. Each of the Funds may borrow funds by entering into reverse repurchase agreements in accordance with that Fund's investment restrictions. Pursuant to such agreements, a Fund would sell portfolio securities to financial institutions such as banks and broker-dealers, and agree to repurchase the securities at a mutually agreed-upon date and price. Each Fund intends to enter into reverse repurchase agreements only to avoid otherwise selling securities during unfavorable market conditions to meet redemptions. At the time a Fund enters into a reverse repurchase agreement, it will place in a segregated custodial account assets such as U.S. Government securities or other liquid securities consistent with the Fund's investment restrictions having a value equal to the repurchase price (including accrued interest), and will subsequently continually monitor the account to ensure that such equivalent value is maintained at all times. Reverse repurchase agreements involve the risk that the market value of the securities sold by a Fund may decline below the price at which a Fund is obligated to repurchase the securities. Reverse repurchase agreements are considered to be borrowings by a Fund under the 1940 Act.
SECURITIES OF OTHER INVESTMENT COMPANIES. Each Fund may invest in securities issued by other investment companies. Each Fund currently intends to limit its investments so that, as determined immediately after a securities purchase is made: (a) not more than 5% of the value of its total assets will be invested in the securities of any one investment company; (b) not more than 10% of the value of its total assets will be invested in the aggregate in securities of investment companies as a group; and (c) not more than 3% of the outstanding voting stock of any one investment company will be owned by such Fund, except as such securities may be acquired as part of a merger, consolidation or acquisition of assets and further, except as may be permitted by Section 12(d) of the 1940 Act or except as may be permitted by the Securities and Exchange Commission ("SEC exemption"). Each Fund qualifies under the SEC exemption and may invest more than 5 % of its total assets in a single investment company provided that no more than 25% of its total assets are invested in all investment companies and applicable diversification requirements under the 1940 Act for other investments are satisfied. As
a shareholder of another investment company, a Fund would bear, along with other shareholders, its pro rata portion of that company's expenses, including advisory fees. These expenses would be in addition to the advisory and other expenses that such Fund bears directly in connection with its own operations. Investment companies in which the Funds may invest may also impose a sales or distribution charge in connection with the purchase or redemption of their shares and other types of commissions or charges. Such charges will be payable by such Fund and, therefore, will be borne directly by shareholders.
Included in this investment category are investments in exchange traded funds ("ETFs"). ETFs are investment companies that are bought and sold on a securities exchange. An ETF represents a fixed portfolio of securities designed to track a particular market index. A Fund could purchase an ETF to gain exposure to a portion of the U.S. or a foreign market rather than purchasing the actual underlying securities. The risks of owning an ETFs generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities and ETFs have management fees that are part of their costs.
SHORT SALES. The Long/Short Fund may sell securities short. A short sale is a transaction in which the Fund sells securities it does not own (but has borrowed) in anticipation of a decline in the market price of the securities. To complete a short sale, the Fund must arrange through a broker to borrow the securities to be delivered to the buyer. The proceeds received by the Fund from the short sale are retained by the broker until the Fund replaces the borrowed securities. In borrowing the securities to be delivered to the buyer, the Fund becomes obligated to replace the securities borrowed at their market price at the time of replacement, whatever that price may be. The Fund may have to pay a premium to borrow the securities and must pay any dividends or interest payable on the securities until they are replaced. The Fund's obligation to replace the securities borrowed in connection with a short sale will be secured by collateral deposited with the broker that consists of cash or obligations of the U.S. Government, its agencies or instrumentalities ("U.S. Government Securities"). In addition, the Fund will place in a segregated account with its custodian an amount of cash or U.S. Government Securities equal to the difference, if any, between (a) the current market value of the securities sold, and (b) any cash or U.S. Government Securities deposited as collateral with the broker in connection with the short sale (not including the proceeds of the short sale). Until it replaces the borrowed securities, the Fund will maintain the segregated account daily at a level so that the amount deposited in the account plus the amount deposited with the broker (not including the proceeds from the short sale) will equal the current market value of the securities sold short. The Fund will incur a loss as a result of a short sale (other than a short sale against the box, see below) if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. Possible losses from such short sales differ from losses that could be incurred from a purchase of a security, because losses from such short sales may be unlimited, whereas losses from purchases of a security can equal only the total amount invested.
LOWER RATED OR UNRATED SECURITIES. The Long/Short Fund may invest in securities that are rated lower than investment grade. Securities rated Baa3 by Moody's or BBB- by S&P, or deemed of comparable quality by the Advisor, may have speculative characteristics. Securities rated below investment grade, i.e., below Baa3 or BBB-, or deemed of comparable quality by the Advisor, have higher yields but also involve greater risks than higher rated
securities. Under guidelines used by rating agencies, securities rated below investment grade, or deemed of comparable quality, have large uncertainties or major risk exposures in the event of adverse conditions, which features outweigh any quality and protective characteristics. Securities with the lowest ratings are considered to have extremely poor prospects of ever attaining any real investment standing, to have a current identifiable vulnerability to default, to be unlikely to have the capacity to pay interest and repay principal when due in the event of adverse business, financial or economic conditions, and/or to be in default or not current in the payment of interest or principal. Such securities are considered speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligations. Accordingly, it is possible that these types of factors could, in certain instances, reduce the value of such securities held by the Fund with a commensurate effect on the value of its shares.
The secondary market for lower rated securities is not as liquid as that for higher rated securities. This market is concentrated in relatively few market makers and participants in the market are mostly institutional investors, including insurance companies, banks, other financial institutions and investment companies. In addition, the trading market for lower rated securities is generally lower than that for higher-rated securities, and the secondary markets could contract under adverse market or economic conditions independent of any specific adverse changes in the condition of a particular issuer. These factors may have an adverse effect on the Fund's ability to dispose of these securities and may limit its ability to obtain accurate market quotations for purposes of determining the value of its assets. Less liquid secondary markets may also affect the Fund's ability to sell securities at their fair value. In addition, the Fund may invest up to 15% of its net assets, measured at the time of investment, in illiquid securities, which may be more difficult to value and to sell at fair value. If the secondary markets for high yield debt securities are affected by adverse economic conditions, the proportion of the Fund's assets invested in illiquid securities may increase.
In the case of corporate debt securities, while the market values of securities rated below investment grade and comparable unrated securities tend to react less to fluctuations in interest rate levels than do those of higher-rated securities, the market values of certain of these securities also tend to be more sensitive to individual corporate developments and changes in economic conditions than higher-rated securities. In addition, such securities generally present a higher degree of credit risk. Issuers of these securities often are highly leveraged and may not have more traditional methods of financing available to them, so that their ability to service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired. The risk of loss due to default by such issuers is significantly greater than with investment grade securities because such securities generally are unsecured and frequently are subordinated to the prior payment of senior indebtedness.
Investment Restrictions
Each Fund's investment objective is a non-fundamental policy and may be changed without a vote of the holders of a majority of such Fund's outstanding Shares. The following investment restrictions may be changed with respect to a particular Fund only by a vote of the majority of the outstanding Shares of that Fund (as defined under "ADDITIONAL INFORMATION - Vote of a Majority of the Outstanding Shares").
Each of the Funds may not:
1. Purchase securities of any one issuer, other than obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and repurchase agreements secured by such obligations, if, immediately after such purchase, more than 5% of such Fund's total assets would be invested in such issuer or such Fund would hold more than 10% of the outstanding voting securities of such issuer, except that up to 25% of a Fund's total assets may be invested without regard to such limitations. There is no limit to the percentage of assets that may be invested in U.S. Treasury bills, notes, or other obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities or repurchase agreements secured by such obligations. (This restriction does not apply to the Long/Short Fund).
2. Purchase any securities which would cause more than 25% of such Fund's total assets at the time of purchase to be invested in securities of one or more issuers conducting their principal business activities in the same industry; provided that (a) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and repurchase agreements secured by such obligations; (b) wholly owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of their parents; and (c) utilities will be divided according to their services. For example, gas, gas transmission, electric and gas, electric, and telephone will each be considered a separate industry.
3. Borrow money or issue senior securities except as and to the extent permitted by the 1940 Act or any rule, order or interpretation thereunder;
4. Make loans, except that each Fund may purchase or hold debt instruments and lend portfolio securities in accordance with its investment objective and policies, make time deposits with financial institutions, and enter into repurchase agreements;
5. Purchase securities on margin, except for use of short-term credit necessary for clearance of purchases of portfolio securities and except as may be necessary to make margin payments in connection with derivative securities transactions;
6. Underwrite the securities issued by other persons, except to the extent that the Fund may be deemed to be an underwriter under certain securities laws in the disposition of "restricted securities;"
7. Purchase or sell real estate (although investments in marketable securities of companies engaged in such activities and securities secured by real estate or interests therein are not prohibited by this restriction); and
8. Purchase or sell commodities or commodities contracts, except to the extent disclosed in the current Prospectus of the Fund.
The following additional investment restrictions may be changed without the vote of a majority of the outstanding Shares of a Fund. Such restrictions apply to each Fund, except in the case of the Long/Short Fund, which may engage in short sales.
Each Fund may not:
1. Purchase securities of other investment companies, except (a) in connection with a merger, consolidation, acquisition or reorganization, and (b) to the extent permitted by the 1940 Act, or pursuant to any exemptions therefrom;
2. Engage in any short sales; and
3. Mortgage or hypothecate the Fund's assets in excess of one-third of the Fund's total assets.
If any percentage restriction or requirement described above is satisfied at the time of investment, a later increase or decrease in such percentage resulting from a change in asset value will not constitute a violation of such restriction or requirement. However, should a change in net asset value or other external events cause a Fund's investments in illiquid securities, repurchase agreements with maturities in excess of seven days and other instruments in such Fund which are not readily marketable to exceed the limit set forth in such Fund's Prospectus for its investment in illiquid securities, the Fund will act to cause the aggregate amount of such securities to come within such limit as soon as reasonably practicable. In such an event, however, such Fund would not be required to liquidate any portfolio securities where the Fund would suffer a loss on the sale of such securities.
Portfolio Turnover
The portfolio turnover rate for each of the Funds is calculated by dividing the lesser of a Fund's purchases or sales of portfolio securities for the year by the monthly average value of the portfolio securities. The calculation excludes all securities whose remaining maturities at the time of acquisition were one year or less.
The portfolio turnover rate may vary greatly from year to year as well as within a particular year, and may also be affected by cash requirements for redemptions of Shares. High portfolio turnover rates will generally result in higher transaction costs, including brokerage commissions, to a Fund and may result in additional tax consequences to a Fund's Shareholders. Portfolio turnover will not be a limiting factor in making investment decisions.
NET ASSET VALUE
As indicated in the Prospectus, the net asset value of each Fund is determined and the Shares of each Fund are priced as of the Valuation Time on each Business Day of that Fund. A "Business Day" of a Fund is a day on which the New York Stock Exchange is open for trading, the Federal Reserve Bank of Chicago is open for business and any other day (other than a day on which no Shares of that Fund are tendered for redemption and no order to purchase any Shares of that Fund is received) during which there is sufficient trading in portfolio instruments that such Fund's net asset value per share might be materially affected. The New York Stock Exchange will not open in observance of the following holidays: New Years Day, Martin Luther King, Jr.'s Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving, and Christmas. The Funds do not expect to determine the net asset value of their
shares on any day when the Exchange is not open for trading, even if there is sufficient trading in portfolio securities on such days to materially affect the net asset value per share.
Investments in securities for which market quotations are readily available are valued based upon their current available prices in the principal market in which such securities are normally traded. Unlisted securities for which market quotations are readily available are valued at such market value. Securities and other assets for which quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures established by and under the general supervision of the Trustees of the Group. Short-term securities (i.e., with maturities of 60 days or less) are valued at either amortized cost or original cost plus accrued interest, which approximates current value.
Among the factors that will be considered, if they apply, in valuing portfolio securities held by a Fund are the existence of restrictions upon the sale of the security by the Fund, the absence of a market for the security, the extent of any discount in acquiring the security, the estimated time during which the security will not be freely marketable, the expenses of registering or otherwise qualifying the security for public sale, underwriting commissions if underwriting would be required to effect a sale, the current yields on comparable securities for debt obligations traded independently of any equity equivalent, changes in the financial condition and prospects of the issuer, and any other factors affecting fair value. In making valuations, opinions of counsel may be relied upon as to whether or not securities are restricted securities and as to the legal requirements for public sale.
The Group may use a pricing service to value certain portfolio securities where the prices provided are believed to reflect the fair market value of such securities. A pricing service would normally consider such factors as yield, risk, quality, maturity, type of issue, trading characteristics, special circumstances and other factors it deems relevant in determining valuations of normal institutional trading units of debt securities and would not rely exclusively on quoted prices. Certain instruments, for which pricing services used for the Funds do not provide prices, may be valued by the Group using methodologies similar to those used by pricing services, where such methodologies are believed to reflect fair value of the subject security. The methods used by the pricing service and the Group and the valuations so established will be reviewed by the Group under the general supervision of the Group's Board of Trustees. Several pricing services are available, one or more of which may be used by the Advisor from time to time.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Shares of each of the Funds are sold on a continuous basis by Foreside Distribution Services, LP ("Foreside"), and Foreside has agreed to use appropriate efforts to solicit all purchase orders. In addition to purchasing Shares directly from Foreside, Shares may be purchased through procedures established by Foreside in connection with the requirements of accounts at the Advisor or the Advisor's affiliated entities (collectively, "Entities"). Customers purchasing Shares of the Funds may include officers, directors, or employees of the Advisor or the Entities.
The Group may suspend the right of redemption or postpone the date of payment for Shares during any period when (a) trading on the New York Stock Exchange (the "Exchange") is restricted by applicable rules and regulations of the Commission, (b) the Exchange is closed for
other than customary weekend and holiday closings, (c) the Commission has by
order permitted such suspension, or (d) an emergency exists as a result of which
(i) disposal by the Group of securities owned by it is not reasonably practical,
or (ii) it is not reasonably practical for the Group to determine the fair value
of its net assets.
INTERESTED TRUSTEES*
Term of Number of Position(s) Office** Principal Funds in Fund Other Held and Length Occupation(s) Complex Directorships Name, Address With the of Time During Past Overseen by Held by and Age Funds Served Five Years Trustee** Trustee ------------------------- ----------- ----------------- ------------------------------ ------------- ------------------- Walter B. Grimm Trustee Indefinite; President, Leigh Investments, 15 The Coventry Funds 3435 Stelzer Road Since April, 1997 Inc. November 2005 to present. Trust Columbus, Ohio 43219 Employee BISYS Fund Services Date of Birth: 6/3/1945 Ohio, Inc. June, 1992 to October, 2005 |
* Mr. Grimm is considered to be an "interested person" of the Group as defined in the 1940 Act due to his previous employment with BISYS Fund Services Ohio, Inc., the Fund's previous administrator. BISYS Fund Services Ohio, Inc. was acquired by Citigroup in August, 2007. Mr. Grimm ceased to be an employee of BISYS after October 31, 2005.
** The "Fund Complex" consists of the Coventry Group and The Coventry Funds Trust.
INDEPENDENT TRUSTEES
Term of Number of Position(s) Office Principal Funds in Fund Other Held and Length Occupation(s) Complex*** Directorships Name, Address With the of Time During Past Overseen by Held by and Age Funds Served Five Years Trustee Trustee ------------------------- ----------- ----------------- ------------------------------ ------------- ------------------- Diane E. Armstrong Trustee Indefinite; Principal of King, Dodson 15 The Coventry Funds 3435 Stelzer Road Since November, Armstrong Financial Trust Columbus, Ohio 43219 2004. Advisors, Inc. August, 2003 Date of Birth: 7/2/1964 to present. Director of Financial Planning, Hamilton Capital Management. April, 2000 to August, 2003. Maurice G. Stark Trustee Indefinite; Consultant to Battelle 15 The Coventry Funds 3435 Stelzer Road Since January, Memorial Institute Trust Columbus, Ohio 43219 1992. (non-profit research group). Date of Birth: 9/23/1935 January, 1995 to present. Michael M. Van Buskirk Trustee and Indefinite; President and Chief 15 The Coventry Funds 3435 Stelzer Road Chairman of Trustee since Executive Officer, Ohio Trust Columbus, Ohio 43219 the Board January, 1992. Bankers League. May, 1991 to Date of Birth: 2/22/1947 Chairman since present. January, 2006. James H. Woodward Trustee Indefinite; Chancellor Emeritus, 15 The Coventry Funds 3435 Stelzer Road Since February, University of North Carolina Trust Columbus, Ohio 43219 2006 at Charlotte. August, 2005 Date of Birth: 11/24/1939 to present. Chancellor, University of North Carolina at Charlotte. July, 1989 to July, 2005. |
** Trustees hold their position until their resignation or removal.
*** The "Fund Complex" consists of The Coventry Group and The Coventry Funds Trust.
OFFICERS WHO ARE NOT TRUSTEES
Position(s) Name, Address Held With Term of Office* and and Age the Funds Length of Time Served Principal Occupation(s) During Past Five Years ------------------------ ----------- --------------------- ---------------------------------------------- David C. Bunstine President Indefinite; Vice President, Client Service Citi Fund 3435 Stelzer Road Since June, 2007 Services Ohio, Inc. (formerly, BISYS Fund Services Ohio, Inc.) Columbus, OH 43219 November, 1999 to present. Date of Birth: 7/30/65 Linda A. Durkin Treasurer Indefinite; Vice President of Fund Administration, Citi 3435 Stelzer Road Since November, 2006 Fund Services Ohio, Inc. (formerly, BISYS Fund Services Ohio, Inc.) Columbus, Ohio 43219 September, 2006 to present. Investors Bank & Trust Co. February, Date of Birth: 11/1/1960 2006 to September, 2006. R.R. Donnelley & Sons Co. June, 2003 to January, 2006. Vice President - Director of Fund Administration, Mercantile-Safe Deposit and Trust Co. 1993 to 2002 Curtis Barnes Secretary Indefinite; Vice President-Legal Services Citi Fund 100 Summer Street Since May, 2007 Services Ohio, Inc. (formerly, BISYS Fund Services Ohio, Inc.) Boston, MA 02110 May, 1995 to present. Date of Birth: 9/24/1953 Eric B. Phipps Chief Indefinite; Vice President Citi Fund Services Ohio, Inc. 3435 Stelzer Road Compliance Since November, 2006 (formerly, BISYS Fund Services Ohio, Inc.) Columbus, Ohio 43219 Officer June, 2006 to present. Staff Accountant United Date of Birth: 6/20/1971 States Securities and Exchange Commission October, 2004 to May, 2006. Director of Compliance BISYS Fund Services Ohio, Inc. December, 1995 to October, 2004. |
* Officers hold their positions until a successor has been duly elected and qualified.
BOARD COMMITTEES
The Board has an Audit Committee, Nominating Committee and Valuation Committee. The Audit Committee oversees the Group's accounting and financial reporting policies and practices and oversees the quality and objectivity of the Group's financial statements and the independent audit thereof. The members of the Audit Committee, which met three times during the last fiscal year, include all of the Board's independent trustees: Maurice G. Stark, Michael M. Van Buskirk, Diane E. Armstrong and James H. Woodward. The Nominating Committee, also comprised of all of the independent trustees, evaluates the qualifications of candidates and makes nominations for independent trustee membership on the Board. The Nominating Committee does not consider nominees recommended by shareholders. During the last fiscal year, the Nominating Committee held no meetings. The purpose of the Valuation Committee, which is comprised of at least two Trustees at all times, one of whom must be an Independent Trustee, is to oversee the implementation of the Group's valuation procedures and to make fair value determinations on behalf of the Board as specified in the valuation procedures. The Valuation Committee meets quarterly.
OWNERSHIP OF SECURITIES
As of July 6, 2007, the Group's Trustees and officers, as a group, owned less than 1% of each Fund's outstanding Shares. For the year ended December 31, 2006, the dollar range of equity securities owned beneficially by each Trustee in the Funds and in any registered investment companies overseen by the Trustee within the same family of investment companies as the Funds is as follows:
INTERESTED TRUSTEES
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY DOLLAR RANGE OF EQUITY TRUSTEE IN FAMILY OF NAME OF TRUSTEE SECURITIES IN THE FUNDS INVESTMENT COMPANIES* --------------- ----------------------- -------------------------------- Walter B. Grimm $0 $0 |
INDEPENDENT TRUSTEES
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY DOLLAR RANGE OF EQUITY TRUSTEE IN FAMILY OF NAME OF TRUSTEE SECURITIES IN THE FUNDS INVESTMENT COMPANIES* --------------- ----------------------- ------------------------- Diane E. Armstrong $0 $0 Maurice G. Stark $0 $10,000 - $50,000 Michael M. Van Buskirk $0 $0 James H. Woodward $0 $0 |
* "Family Investment Companies" means The Coventry Group and The Coventry Funds Trust.
The Officers of the Group (other than the Chief Compliance Officer) receive no compensation directly from the Group for performing the duties of their offices. Citi Fund Services Ohio, Inc. ("Citi") receives fees from the Funds for acting as administrator and transfer agent and for providing certain fund accounting services. Messrs. Barnes, Bunstine and Phipps and Ms. Durkin are employees of Citi.
Trustees of the Group not affiliated with Citi receive from the Group, effective as of May 17, 2007, the following fees: a quarterly retainer fee of $2,000 per quarter; a regular meeting fee of $3,000 per meeting; a special in-person meeting fee of $1,000; a telephonic meeting fee of $500; and a $500 per meeting fee for all other committee meetings. Trustees are also reimbursed for all out-of-pocket expenses relating to attendance at such meetings. Trustees who are affiliated with Citi do not receive compensation from the Group.
For the fiscal year ended March 31, 2007 the Trustees received the following compensation from the Group and from certain other investment companies (if applicable) that have the same investment advisor as the Funds or an investment advisor that is an affiliated person of the Group's investment advisor:
PENSION OR TOTAL COMPENSATION RETIREMENT BENEFITS ESTIMATED ANNUAL FROM THE FUND AND AGGREGATE COMPENSATION ACCRUED AS PART OF BENEFITS UPON FUND COMPLEX PAID NAME OF TRUSTEE FROM THE FUNDS FUNDS EXPENSES RETIREMENT TO THE TRUSTEES** ---------------------- ---------------------- ------------------- ---------------- ------------------ Diane E. Armstrong $ 6,905 $0 $0 $22,500 Walter B. Grimm* $ 6,568 $0 $0 $21,500 Maurice G. Stark $ 6,905 $0 $0 $22,500 Michael M. Van Buskirk $ 7,073 $0 $0 $23,000 James H. Woodward $ 7,073 $0 $0 $23,000 |
* Mr. Grimm is considered to be an "interested person" of the Group as defined in the 1940 Act due to his previous employment with BISYS Fund Services Ohio, Inc., the Fund's previous administrator. BISYS Fund Services Ohio, Inc. was acquired by Citigroup in August 2007. Mr. Grimm ceased to be an employee of BISYS after October 31, 2005.
** The "Fund Complex" consists of The Coventry Group and The Coventry Funds Trust.
Investment Advisor
Prior to May 12, 2001, investment advisory and management services were provided to the Funds (except for the Long/Short Fund which was not in existence at that time) by 1st Source Bank (the "Former Advisor"), pursuant to an Investment Advisory Agreement dated as of October 23, 1998. Effective May 12, 2001, 1st Source Corporation Investment Advisors, Inc., a wholly-owned subsidiary of 1st Source Bank, replaced the Former Advisor as investment advisor
to the Funds pursuant to an Assumption Agreement between the Advisor, Former Advisor and the Funds dated May 11, 2001. Under the terms of the Investment Advisory Agreement the Advisor has agreed to provide investment advisory services to the Funds. For the services provided and expenses assumed pursuant to the Investment Advisory Agreement, each Fund pays the Advisor a fee, computed daily and paid monthly, at the following annual rates: (1) for the Income Equity Fund, eighty one-hundredths of one percent (0.80%) of such Fund's average daily net assets; and (2) for the Income Fund, fifty-five one-hundredths of one percent (0.55%) of such Fund's average daily net assets. The Advisor provides investment advisory services to the Long/Short Fund pursuant to an Investment Advisory Agreement dated August 1, 2003 at the annual rate of one hundred ten one-hundredths of one percent (1.10%) of that Fund's average daily net assets. The Advisor may from time to time voluntarily reduce all or a portion of its advisory fee with respect to a Fund to increase the net income of that Fund available for distribution as dividends.
For each of the past three fiscal years, the Advisor earned the amounts indicated below with respect to investment advisory services provided to each Fund pursuant to the Investment Advisory Agreement.
FISCAL YEAR FISCAL YEAR FISCAL YEAR ENDED ENDED ENDED MARCH 31, 2005 MARCH 31, 2006 MARCH 31, 2007 -------------- -------------- -------------- Income Equity Fund ....... $713,136 $897,714 $1,106,659 Income Fund .............. $406,835 $413,138 $ 414,892 Long/Short Fund .......... $240,720 $294,177 $ 425,841 Diversified Equity(1)..... $466,133 $546,151 - Special Equity(2)......... $390,273 $264,505 - |
1. The Diversified Equity merged with and into the Income Equity Fund on March 30, 2007.
2. The Special Equity Fund was liquidated on March 30, 2007.
Unless sooner terminated, the Investment Advisory Agreement for each Fund will continue in effect until February 28, 2008, and year to year thereafter for successive annual periods if, as to each Fund, such continuance is approved at least annually by the Group's Board of Trustees or by vote of a majority of the outstanding Shares of the relevant Fund (as defined under "GENERAL INFORMATION Miscellaneous" in the Funds' Prospectus), and a majority of the Trustees who are not parties to each Investment Advisory Agreement or interested persons (as defined in the 1940 Act) of any party to each Investment Advisory Agreement by votes cast in person at a meeting called for such purpose. Each Investment Advisory Agreement is terminable as to a Fund at any time on 60 days' written notice without penalty by the Trustees, by vote of a majority of the outstanding Shares of that Fund, or by the Advisor. Each Investment Advisory Agreement also terminates automatically in the event of any assignment, as defined in the 1940 Act.
Each Investment Advisory Agreement provides that the Advisor shall not be liable for any error of judgment or mistake of law or for any loss suffered by a Fund in connection with the performance of the Investment Advisory Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from
willful misfeasance, bad faith, or gross negligence on the part of the Advisor in the performance of its duties, or from reckless disregard by the Advisor of its duties and obligations thereunder.
The annual continuation of the Investment Advisory Agreement for each Fund was last approved by both a majority of the Trustees and a majority of the independent Trustees at a meeting held on February 15, 2007.
The Advisor has licensed the name "1st Source Monogram" to the Funds on a royalty-free basis, and the Advisor has reserved to itself the right to grant the non-exclusive right to use the name "1st Source Monogram" to any other person. At such time as the Investment Advisory Agreement is no longer in effect, the Advisor may require the Funds to cease using the name "1st Source Monogram."
Portfolio Manager Information
Ralph Shive serves as Portfolio Manager for the Income Equity Fund and Co-Portfolio Manager for the Long/Short Fund; Paul Gifford serves as Portfolio Manager for the Income Fund; and Michael Shinnick serves as Co-Portfolio manager for the Long/Short Fund. The following table lists the number and types of other accounts managed by each individual and assets under management in those accounts as of March 31, 2007:
OTHER REGISTERED OTHER POOLED INVESTMENT INVESTMENT ASSETS TOTAL ASSETS COMPANY ASSETS MANAGED VEHICLE ASSETS MANAGED OTHER MANAGED MANAGED PORTFOLIO MANAGER ACCOUNTS ($ MILLIONS) ACCOUNTS ($MILLIONS) ACCOUNTS ($MILLIONS) ($MILLIONS) ----------------- ---------- -------------- ------------ -------------- -------- ----------- ------------ RALPH SHIVE 0 $0 1 $110 35 $125 $ 235 PAUL GIFFORD 0 $0 3 $150 25 $ 75 $ 225 MICHAEL SHINNICK 0 $0 0 $ 0 0 $ 0 $ 0 |
Portfolio managers at the Advisor may manage accounts for multiple clients. Portfolio managers at the Advisor make investment decisions for each account based on the investment objectives and policies and other relevant investment considerations applicable to that portfolio. The management of multiple accounts may result in a portfolio manager devoting unequal time
and attention to the management of each account. Even where multiple accounts are managed by the same portfolio manager within the same investment discipline, however, the Advisor may take action with respect to one account that may differ from the timing or nature of action taken, with respect to another account. Accordingly, the performance of each account managed by a portfolio manager will vary.
The compensation of the portfolio managers varies with the general success of the Advisor as a firm and its affiliates. Each portfolio manager's compensation consists of a fixed annual salary, plus additional remuneration based on the overall performance of the Advisor and its affiliates for the given time period, and, to a lesser extent, based on the performance of the Fund managed by that portfolio manager.
The Adviser has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the potential conflicts associated with managing multiple accounts for multiple clients.
The dollar range of equity securities beneficially owned by the Funds' portfolio managers in the Funds they manage as of March 31, 2007 is as follows:
DOLLAR RANGE OF EQUITY PORTFOLIO MANAGER FUND SECURITIES BENEFICIALLY OWNED ----------------- ----------------------- ----------------------------- RALPH SHIVE INCOME EQUITY FUND $1 - $10,000 PAUL GIFFORD INCOME FUND $0 MICHAEL SHINNICK LONG/SHORT FUND $50,001 - $100,000 |
Code of Ethics
The Group, the Advisor and the Distributor have each adopted a Code of Ethics, pursuant to Rule 17j-1 under the Investment Company Act of 1940, applicable to securities trading practices of its personnel. Each Code permits covered personnel to trade in securities in which a Fund may invest, subject to certain restrictions and reporting requirements.
Portfolio Transactions
Pursuant to the Investment Advisory Agreement with respect to each Fund, the Advisor determines, subject to the general supervision of the Board of Trustees of the Group and in accordance with each such Fund's investment objective and restrictions, which securities are to
be purchased and sold by a Fund, and which brokers are to be eligible to execute such Fund's portfolio transactions.
Purchases and sales of portfolio securities with respect to the Income Fund usually are principal transactions in which portfolio securities are normally purchased directly from the issuer or from an underwriter or market maker for the securities. Purchases from underwriters of portfolio securities generally include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market makers may include the spread between the bid and asked price.
Transactions on stock exchanges involve the payment of negotiated brokerage commissions. Transactions in the over-the-counter market are generally principal transactions with dealers. With respect to the over-the-counter market, the Group, where possible, will deal directly with dealers who make a market in the securities involved except in those circumstances where better price and execution are available elsewhere.
Allocation of transactions, including their frequency, to various brokers and dealers is determined by the Advisor in its best judgment and in a manner deemed fair and reasonable to Shareholders. The primary consideration is prompt execution of orders in an effective manner at the most favorable price. Subject to this consideration, brokers and dealers who provide supplemental investment research to the Advisor may receive orders for transactions on behalf of the Funds. The Advisor is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing each such Fund's brokerage transactions which is in excess of the amount of commission another broker would have charged for effecting that transaction if, but only if, the Advisor determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of that particular transaction or in terms of all of the accounts over which it exercises investment discretion. Any such research and other statistical and factual information provided by brokers to a Fund or to the Advisor is considered to be in addition to and not in lieu of services required to be performed by the Advisor under its agreement regarding management of the Fund. The cost, value and specific application of such information are indeterminable and hence are not practicably allocable among the Funds and other clients of the Advisor who may indirectly benefit from the availability of such information. Similarly, the Funds may indirectly benefit from information made available as a result of transactions effected for such other clients. The Advisor may not give consideration to sales of shares of the Funds as a factor in the selection of brokers-dealers to execute portfolio transactions. However, the Advisor may place portfolio transactions with brokers or dealers that promote or sell the Funds' shares so long as such placements are made pursuant to policies approved by the Board of Trustees that are designed to ensure that the selection is based on the quality of the broker's execution and not on its sales efforts.
Under the Investment Advisory Agreement the Advisor is permitted to pay higher brokerage commissions for brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934. In the event the Advisor does follow such a practice, it will do so on a basis which is fair and equitable to the Group and the Funds. During the fiscal year ended March 31, 2007, the Adviser paid $329,051 in commissions to firms that provide brokerage and research services to the Funds.
While the Advisor generally seeks competitive commissions, the Group may not necessarily pay the lowest commission available on each brokerage transaction, for reasons discussed above. For the fiscal years ended March 31, 2005, 2006, and 2007, each Fund paid the following brokerage commissions in connection with their respective portfolio transactions:
FUND
2005 2006 2007 ---- ---- ---- Income Equity Fund ................... $ 144,767 $125,362 $118,142 Income Fund........................... $ 4,380 $ 6,045 $ 2,992 Long/Short Fund....................... $ 95,564 $103,111 $263,657 Diversified Equity Fund(1)............ $ 61,460 $ 72,520 - Special Equity Fund(2)................ $ 466,746 $100,337 - |
1. The Diversified Equity merged with and into the Income Equity Fund on March 30, 2007.
2. The Special Equity Fund was liquidated on March 30, 2007.
Except as otherwise disclosed to the Shareholders of the Funds and as permitted by applicable laws, rules and regulations, the Group will not, on behalf of the Funds, execute portfolio transactions through, acquire portfolio securities issued by, make savings deposits in, or enter into repurchase or reverse repurchase agreements with the Advisor or its affiliates, and will not give preference to the Advisor's correspondents with respect to such transactions, securities, savings deposits, repurchase agreements, and reverse repurchase agreements.
Investment decisions for each Fund are made independently from those for the other Funds, other funds of the Group or any other investment company or account managed by the Advisor. Any such other fund, investment company or account may also invest in the same securities as the Group on behalf of the Funds. When a purchase or sale of the same security is made at substantially the same time on behalf of a Fund and another fund of the Group, investment company or account, the transaction will be averaged as to price and available investments will be allocated as to amount in a manner which the Advisor believes to be equitable to the Fund and such other fund, investment company or account. In some instances, this investment procedure may adversely affect the price paid or received by a Fund or the size of the position obtained by a Fund. To the extent permitted by law, the Advisor may aggregate the securities to be sold or purchased for a Fund with those to be sold or purchased for the other Funds or for other investment companies or accounts in order to obtain best execution. As provided by the Investment Advisory Agreement, in making investment recommendations for the Funds, the Advisor will not inquire or take into consideration whether an issuer of securities proposed for purchase or sale by the Group is a customer of the Advisor, any of its parents or subsidiaries or affiliates and, in dealing with its customers, the Advisor, its parent, subsidiaries, and affiliates will not inquire or take into consideration whether securities of such customers are held by the Funds or any other fund of the Group.
Administrator
Citi serves as administrator (the "Administrator") to the Funds pursuant to a Management and Administration Agreement dated as of October 23, 1998, as amended April 18, 2005 (the "Administration Agreement"). Prior to its acquisition by Citigroup on August 1, 2007, the Administrator was known as BISYS Fund Services Ohio, Inc. The Administrator assists in supervising all operations of each Fund (other than those performed by the Advisor under the Investment Advisory Agreement, by The Fifth Third Bank under the Custody Agreement and by Citi under the Transfer Agency Agreement and Fund Accounting Agreement).
Under the Administration Agreement, the Administrator has agreed to maintain office facilities; furnish statistical and research data, clerical, certain bookkeeping services and stationery and office supplies; prepare the periodic reports to the Commission on Form N-SAR or any replacement forms therefor; compile data for, assist the Group or its designee in the preparation of, and file all of the Funds' federal and state tax returns and required tax filings other than those required to be made by the Funds' custodian and Transfer Agent; prepare compliance filings pursuant to state securities laws with the advice of the Group's counsel; assist to the extent requested by the Group with the Group's preparation of its Annual and Semi-Annual Reports to Shareholders and its Registration Statement (on Form N-1A or any replacement therefor); compile data for, prepare and file timely Notices to the Commission required pursuant to Rule 24f-2 under the 1940 Act; keep and maintain the financial accounts and records of each Fund, including calculation of daily expense accruals; and generally assist in all aspects of the Funds' operations other than those performed by the Advisor under the Investment Advisory Agreement, by The Fifth Third Bank under the Custody Agreement and by Citi Ohio, Inc. under the Transfer Agency and Fund Accounting Agreements. Under the Administration Agreement, the Administrator may delegate all or any part of its responsibilities thereunder.
The Administrator receives a fee from each Fund for its services as Administrator and expenses assumed pursuant to the Administration Agreement, equal to a fee calculated daily and paid periodically, at the annual rate equal to fifteen one-hundredths of one percent (0.15%) of that Fund's average daily net assets.
For each of the past three fiscal years, BISYS Fund Services Ohio, Inc., the prior administrator, earned the amounts indicated below with respect to its services to each Fund pursuant to the Administration Agreement:
FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED MARCH 31, 2005 MARCH 31, 2006 MARCH 31, 2007 ----------------- ---------------- ----------------- Income Equity Fund ........ $178,286 $170,706 $207,499 Income Fund ............... $147,941 $114,428 $113,153 Long/Short Fund ........... $ 43,768 $ 40,700 $ 58,069 Diversified Equity Fund(1). $ 94,169 $ 83,958 - Special Equity Fund(2)..... $ 97,569 $ 50,454 - |
1. The Diversified Equity merged with and into the Income Equity Fund on March 30, 2007.
2. The Special Equity Fund was liquidated on March 30, 2007.
Unless sooner terminated as provided therein, the Administration Agreement shall be renewed automatically for successive one-year terms, unless written notice not to renew is given by the non-renewing party to the other party at least 60 days prior to the expiration of the then-current term.
The Administration Agreement is terminable with respect to a particular Fund only upon mutual agreement of the parties to the Administration Agreement and for cause (as defined in the
Administration Agreement) by the party alleging cause, on not less than 60 days' notice by the Group's Board of Trustees or by the Administrator.
The Administration Agreement provides that the Administrator shall not be liable for any error of judgment or mistake of law or any loss suffered by any Fund in connection with the matters to which the Administration Agreement relates, except a loss resulting from willful misfeasance, bad faith, or negligence in the performance of its duties, or from the reckless disregard by the Administrator of its obligations and duties thereunder.
Distributor
Foreside serves as agent for each of the Funds in the distribution of its Shares pursuant to a Distribution Agreement dated as of August 1, 2007 (the "Distribution Agreement"). Unless otherwise terminated, the Distribution Agreement will continue in effect for successive annual periods if, as to each Fund, such continuance is approved at least annually by (i) by the Group's Board of Trustees or by the vote of a majority of the outstanding shares of that Fund, and (ii) by the vote of a majority of the Trustees of the Group who are not parties to the Distribution Agreement or interested persons (as defined in the 1940 Act) of any party to the Distribution Agreement, cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement may be terminated in the event of any assignment, as defined in the 1940 Act.
In its capacity as Distributor, Foreside enters into selling agreements with intermediaries that solicit orders for the sale of Shares, advertises and pays the costs of advertising, office space and the personnel involved in such activities. Foreside receives annual compensation of $18,750 under the Distribution Agreement with the Group. Foreside has entered into a Distribution Services Agreement with the Advisor in connection Foreside's services as distributor of the Funds pursuant to which the Advisor undertakes to pay Foreside amounts owed to Foreside under the terms of the Distribution Agreement to the extent that the Funds are not otherwise authorized to make such payments.
The Group has adopted a Distribution and Shareholder Service Plan (the "Plan") with respect to the Funds pursuant to Rule 12b-1 under the 1940 Act under which each Fund is authorized to pay Foreside in an amount not in excess, on an annual basis, of 0.25% of the average daily net asset value of the Shares of that Fund (the "12b-1 Fee"). Payments of the 12b-1 Fee to Foreside will be used (i) to compensate Participating Organizations (as defined below) for providing distribution assistance relating to a Fund's Shares, (ii) for promotional activities intended to result in the sale of Shares and distribution of prospectuses to other than current shareholders, and (iii) to compensate Participating Organizations for providing shareholder services with respect to their customers who are, from time to time, beneficial and record holders of Shares. Participating Organizations include banks, broker-dealers, Foreside and other institutions. Payments to such Participating Organizations may be made pursuant to agreements entered into with Foreside. If in the future the Advisor or any affiliate of the Advisor desires to be included as Participating Organization and receive payment, any agreement that it proposes to enter into with Foreside will be subject to the review and approval of the Trustees.
As required by Rule 12b-1, the Plan was approved by the initial Shareholders of each of the Funds and by the Board of Trustees, including a majority of the Trustees who are not interested persons of any of the Funds and who have no direct or indirect financial interest in the
operation of the Plan (the "Independent Trustees"). The Plan may be terminated as to a Fund by vote of a majority of the Independent Trustees, or by vote of majority of the outstanding Shares of that Fund. Any change in the Plan that would materially increase the distribution cost to a Fund requires Shareholder approval. The Trustees review quarterly a written report of such costs and the purposes for which such costs have been incurred. The Plan may be amended by vote of the Trustees including a majority of the Independent Trustees, cast in person at a meeting called for that purpose. For so long as the Plan is in effect, selection and nomination of those Trustees who are not interested persons of the Group shall be committed to the discretion of such disinterested persons. All agreements with any person relating to the implementation of the Plan may be terminated at any time on 60 days' written notice without payment of any penalty, by vote of a majority of the Independent Trustees or by a vote of the majority of the outstanding Shares of the Fund. The Plan will continue in effect for successive one-year periods, provided that each such continuance is specifically approved (i) by the vote of a majority of the Independent Trustees, and (ii) by a vote of a majority of the entire Board of Trustees cast in person at a meeting called for that purpose. The Board of Trustees has a duty to request and evaluate such information as may be reasonably necessary for them to make an informed determination of whether the Plan should be implemented or continued. In addition the Trustees in approving the Plan must determine that there is a reasonable likelihood that the Plan will benefit each Fund and its Shareholders.
The Board of Trustees of the Group believes that the Plan is in the best interests of each Fund since it encourages Fund growth and maintenance of Fund assets. As a Fund grows in size, certain expenses, and therefore total expenses per Share, may be reduced and overall performance per Share may be improved.
Foreside may enter into, from time to time, Rule 12b-1 Agreements with selected dealers pursuant to which such dealers will provide certain services in connection with the distribution of a Fund's Shares including, but not limited to, those discussed above.
Prior to its acquisition by Foreside Distributors LLC on August 1, 2007, the Distributor was known as BISYS Fund Services Limited Partnership ("BISYS"), 3435 Stelzer Road, Columbus, OH 43219. For the fiscal year ended March 31, 2007, each Fund incurred the following amounts pursuant to the Plan for payments to have been made to BISYS for certain distribution and shareholder services described above, all of which amounts were waived:
FISCAL YEAR ENDED MARCH 31, 2007 ----------------- Income Equity Fund ................... $345,830 Income Fund........................... $188,587 Long/Short Fund....................... $ 96,782 Diversified Equity Fund(1)............ - Special Equity Fund(2)................ - |
1. The Diversified Equity merged with and into the Income Equity Fund on March 30, 2007.
2. The Special Equity Fund was liquidated on March 30, 2007.
Custodians
Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263 serves as the custodian for each of the Funds (except the Long/Short Fund) pursuant to a Custody Agreement dated as of October 23, 1998. Custodial Trust Company, 101 Carnegie Center, Princeton, New
Jersey 08540 serves as custodian to the Long/Short Fund pursuant to a Custody Agreement dated as of August 1, 2003. Each custodian's responsibilities include safeguarding and controlling a Fund's cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on a Fund's investments.
Transfer Agency and Fund Accounting Services
Citi serves as transfer agent and dividend disbursing agent (the "Transfer Agent") for all of the Funds pursuant to the Transfer Agency Agreement dated as of October 23, 1998. Pursuant to such Agreement, the Transfer Agent, among other things, performs the following services in connection with each Fund's shareholders of record: maintenance of shareholder records for each of the Fund's shareholders of record; processing shareholder purchase and redemption orders; processing transfers and exchanges of shares of the Funds on the shareholder files and records; processing dividend payments and reinvestments; and assistance in the mailing of shareholder reports and proxy solicitation materials. For such services the Transfer Agent receives a fee based on the number of shareholders of record.
In addition, Citi provides certain fund accounting services to the Funds pursuant to a Fund Accounting Agreement dated as of October 23, 1998. Citi receives a fee from each Fund for such services equal to the greater of (a) a fee computed at an annual rate of three one-hundredths of one percent (.03%) of that Fund's average daily net assets, or (b) $50,000 minus the fee paid by such Fund under its Management and Administration Agreement with Citi of the same date. Under such Agreement, Citi maintains the accounting books and records for each Fund, including journals containing an itemized daily record of all purchases and sales of portfolio securities, all receipts and disbursements of cash and all other debits and credits, general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, and other required separate ledger accounts; maintains a monthly trial balance of all ledger accounts; performs certain accounting services for the Fund, including calculation of the net asset value per share, calculation of the dividend and capital gain distributions, if any, and of yield, reconciliation of cash movements with the Fund's custodian, affirmation to the Fund's custodian of all portfolio trades and cash settlements, verification and reconciliation with the Fund's custodian of all daily trade activity; provides certain reports; obtains dealer quotations, prices from a pricing service or matrix prices on all portfolio securities in order to mark the portfolio to the market; and prepares an interim balance sheet, statement of income and expense, and statement of changes in net assets for each Fund.
Shareholder Services Agreements
The Funds are entitled to enter into Shareholder Services Agreements pursuant to which the Funds are authorized to make payments to certain entities which may include investment advisors, banks, trust companies and other types of organizations ("Authorized Service Providers") for providing administrative services with respect to shares of the Funds attributable to or held in the name of the Authorized Service Provider for its clients or other parties with whom they have a servicing relationship. Under the terms of each Shareholder Services Agreement, a Fund is authorized to pay an Authorized Service Provider (which include affiliates of the Funds) a shareholder services fee which may be based on the average daily net asset value
of the shares of the Fund attributable to or held in the name of the Authorized Service Provider for providing certain administrative services to Fund shareholders with whom the Authorized Service Provider has a servicing relationship, on a fixed dollar amount for each account serviced by the Authorized Service Provider, or some combination of each of these methods of calculation. Among the types of shareholder services that may be compensated under the Agreements are: (1) answering customer inquiries of a general nature regarding the Funds; (2) responding to customer inquiries and requests regarding statements of additional information, reports, notices, proxies and proxy statements, and other Fund documents; (3) delivering prospectuses and annual and semi-annual reports to beneficial owners of Fund shares; (4) assisting the Funds in establishing and maintaining shareholder accounts and records; (5) assisting customers in changing account options, account designations and account addresses; (6) sub-accounting for all Fund share transactions at the shareholder level; (7) crediting distributions from the Funds to shareholder accounts; (8) determining amounts to be reinvested in the Funds; and (9) providing such other administrative services as may be reasonably requested and which are deemed necessary and beneficial to the shareholders of the Funds. The Funds are currently parties to a Shareholder Services Agreement with the Funds' investment advisor pursuant to which the Advisor, or, to the extent applicable, affiliates of the Advisor, are entitled to receive fees of up to $18.00 per account for shareholder accounts that are being serviced consistent with the terms of the applicable Shareholder Services Agreement.
For the fiscal year ended March 31, 2007, each Fund incurred the following amounts in connection with the Shareholder Services Agreement pursuant to which payments were made to the Advisor and/or its affiliates for certain shareholder services described above:
FISCAL YEAR ENDED MARCH 31, 2007 ----------------- Income Equity Fund ................... $52,687 Income Fund........................... $28,848 Long/Short Fund....................... $14,543 Diversified Equity Fund(1)............ - Special Equity Fund(2)................ - |
1. The Diversified Equity merged with and into the Income Equity Fund on March 30, 2007.
2. The Special Equity Fund was liquidated on March 30, 2007.
Independent Registered Public Accounting Firm
The independent registered public accounting firm of Ernst & Young LLP has been selected as independent accountants for the Funds for their current fiscal year. The independent registered public accounting firm performs an annual audit of the Funds' financial statements and provides other related services. Reports of their activities are provided to the Group's Board of Trustees.
Legal Counsel
Thompson Hine LLP, 10 West Broad Street, Suite 700, Columbus, Ohio 43215, is counsel to the Group.
ADDITIONAL INFORMATION
Description of Shares
The Group is a Massachusetts business trust organized on January 8, 1992. The Group's Declaration of Trust is on file with the Secretary of State of Massachusetts. The Declaration of Trust authorizes the Board of Trustees to issue an unlimited number of shares, which are shares of beneficial interest, with a par value of $0.01 per share. The Group consists of several funds organized as separate series of shares. The Group's Declaration of Trust authorizes the Board of Trustees to divide or redivide any unissued shares of the Group into one or more additional series by setting or changing in any one or more respects their respective preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption.
Shares have no subscription or preemptive rights and only such conversion or exchange rights as the Board of Trustees may grant in its discretion. When issued for payment as described in the Prospectus and this Statement of Additional Information, the Shares will be fully paid and non-assessable. In the event of a liquidation or dissolution of the Group, shareholders of a fund are entitled to receive the assets available for distribution belonging to that fund, and a proportionate distribution, based upon the relative asset values of the respective funds, of any general assets not belonging to any particular fund which are available for distribution.
Rule 18f-2 under the 1940 Act provides that any matter required to be submitted to the holders of the outstanding voting securities of an investment company such as the Group shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each fund affected by the matter. For purposes of determining whether the approval of a majority of the outstanding shares of a fund will be required in connection with a matter, a fund will be deemed to be affected by a matter unless it is clear that the interests of each fund in the matter are identical, or that the matter does not affect any interest of the fund. Under Rule 18f-2, the approval of an investment advisory agreement or any change in investment policy would be effectively acted upon with respect to a fund only if approved by a majority of the outstanding shares of such fund. However, Rule 18f-2 also provides that the approval of principal underwriting contracts and the election of Trustees may be effectively acted upon by shareholders of the Group voting without regard to series.
Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Group. However, the Declaration of Trust disclaims liability of the Shareholders, Trustees or officers of the Group for acts or obligations of the Group, which are binding only on the assets and property of the Group, and requires that notice of the disclaimer be given in each contract or obligation entered into or executed by the Group or the Trustees. The Declaration of Trust provides for indemnification out of Group property for all loss and expense of any shareholder held personally liable for the obligations of the Group. The risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Group itself would be unable to meet its obligations, and thus should be considered remote.
As of July 6, 2007, the following entities known to the Group own of record or beneficially 5% or more of the outstanding Shares of any Fund are: National Financial Services LLC, 200 Liberty Street, One World Financial Center, Carlstadt, NJ 07072 which owned of record 93% of the outstanding Shares of the Income Fund, 95% of the outstanding Shares of the Income Equity Fund, and 82% of the outstanding Shares of the Long/Short Fund, and Ameritrade, Inc. 1005 North Ameritrade Place, Bellevue, NE 68005 which owned of record 13% of the outstanding Shares of the Long/Short Fund.
Vote of a Majority of the Outstanding Shares
As used in the Prospectus and this Statement of Additional Information, a "vote of a majority of the outstanding Shares" of a Fund means the affirmative vote, at a meeting of Shareholders duly called, of the lesser of (a) 67% or more of the votes of Shareholders of that Fund present at a meeting at which the holders of more than 50% of the votes attributable to Shareholders of record of that Fund are represented in person or by proxy, or (b) the holders of more than 50% of the outstanding votes of Shareholders of that Fund.
Additional Tax Information
Set forth below is a discussion of certain U.S. federal income tax issues concerning the Funds and the purchase, ownership, and disposition of Fund shares. This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant to Shareholders in light of their particular circumstances. This discussion is based upon present provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, which change may be retroactive. Prospective investors should consult their own tax advisors with regard to the federal tax consequences of the purchase, ownership, or disposition of Fund shares, as well as the tax consequences arising under the laws of any state, foreign country, or other taxing jurisdiction.
Each of the Funds is treated as a separate entity for federal income tax purposes and intends each year to qualify and elect to be treated as a "regulated investment company" under the Code, for so long as such qualification is in the best interest of that Fund's shareholders. To qualify as a regulated investment company, each Fund must, among other things: diversify its investments within certain prescribed limits; derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, and gains from the sale or other disposition of securities or foreign currencies, or other income derived with respect to its business of investing in such stock, securities, or currencies; and, distribute to its Shareholders at least 90% of its investment company taxable income for the year. In general, a Fund's investment company taxable income will be its taxable income subject to certain adjustments and excluding the excess of any net mid-term or net long-term capital gain for the taxable year over the net short-term capital loss, if any, for such year.
A non-deductible 4% excise tax is imposed on regulated investment companies that do not distribute in each calendar year (regardless of whether they otherwise have a non-calendar taxable year) an amount equal to 98% of their ordinary income for the calendar year plus 98% of their capital gain net income for the one-year period ending on October 31 of such calendar year. The balance of such income must be distributed during the next calendar year. If distributions during a calendar year were less than the required amount, a Fund would be subject to a non-deductible excise tax equal to 4% of the deficiency.
Although each Fund expects to qualify as a "regulated investment company" and thus to be relieved of all or substantially all of its federal income tax liability, depending upon the extent of its activities in states and localities in which its offices are maintained, in which its agents or independent contractors are located, or in which it is otherwise deemed to be conducting business, a Fund may be subject to the tax laws of such states or localities. In addition, if for any taxable year a Fund does not qualify for the special tax treatment afforded regulated investment companies, all of its taxable income will be subject to federal tax at regular corporate rates (without any deduction for distributions to its Shareholders). In such event, dividend distributions would be taxable to Shareholders to the extent of earnings and profits, and would be eligible for the dividends received deduction for corporations.
It is expected that each Fund will distribute annually to Shareholders all or substantially all of the Fund's net ordinary income and net realized capital gains and that such distributed net ordinary income and distributed net realized capital gains will be taxable income to Shareholders for federal income tax purposes, even if paid in additional Shares of the Fund and not in cash.
The excess of net long-term capital gains over short-term capital losses realized and distributed by a Fund and designated as capital gain dividends, whether paid in cash or reinvested in Fund shares, will be taxable to Shareholders. Capital gain dividends paid from the proceeds of sales of assets held by a Fund for more than one year will generally be taxed at a maximum federal income tax rate of 15%. Net capital gains from assets held for one year or less will be taxed as ordinary income. Distributions will be subject to these capital gains rates regardless of how long a Shareholder has held Fund shares.
Capital gains of corporations are subject to tax at the same rates applicable to ordinary income. Capital losses may be used only to offset capital gains and excess net capital loss may be carried back three years and forward five years.
Certain corporations are entitled to a 70% dividends received deduction for distributions from certain domestic corporations. Each Fund will designate the portion of any distributions which qualify for the 70% dividends received deduction. The amount so designated may not exceed the amount received by the Fund for its taxable year that qualifies for the dividends received deduction. Because all of the Income Fund's net investment income is expected to be derived from earned interest, it is anticipated that no distributions from that Fund will qualify for the 70% dividends received deduction.
The Code generally provides through 2010 for a maximum tax rate for individual taxpayers of 15% on long-term capital gains and on certain qualifying dividend income. The rate reductions do not apply to corporate taxpayers. Each Fund will be able to
separately designate distributions of any qualifying long-term capital gains or qualifying dividends earned by the Fund that would be eligible for the lower maximum rate. A shareholder would also have to satisfy a 60-day holding period with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower rate. Distributions resulting from a Fund's investments in bonds and other debt instruments will not generally qualify for the lower rates. Note that distributions of earnings from dividends paid by "qualified foreign corporations" can also qualify for the lower tax rates on qualifying dividends. Qualified foreign corporations are corporations incorporated in a U.S. possession, corporations whose stock is readily tradable on an established securities market in the U.S., and corporations eligible for the benefits of a comprehensive income tax treaty with the United States which satisfy certain other requirements. Passive foreign investment company are not treated as "qualified foreign corporations." Foreign tax credits associated with dividends from "qualified foreign corporations" will be limited to reflect the reduced U.S. tax on those dividends.
Foreign taxes may be imposed on a Fund by foreign countries with respect to its income from foreign securities, if any. It is expected that, because less than 50% in value of each Fund's total assets at the end of its fiscal year will be invested in stocks or securities of foreign corporations, none of the Funds will be entitled under the Code to pass through to its Shareholders their pro rata share of the foreign taxes paid by the Fund. Any such taxes will be taken as a deduction by such Fund.
Each Fund may be required by federal law to withhold and remit to the U.S. Treasury 28% of taxable dividends, if any, and capital gain distributions to any Shareholder, and the proceeds of redemption or the values of any exchanges of Shares of a Fund by the Shareholder, if such Shareholder (1) fails to furnish the Group with a correct taxpayer identification number, (2) under-reports dividend or interest income, or (3) fails to certify to the Group that he or she is not subject to such withholding. An individual's taxpayer identification number is his or her Social Security number.
Information as to the Federal income tax status of all distributions will be mailed annually to each Shareholder.
MARKET DISCOUNT. If a Fund purchases a debt security at a price lower than the stated redemption price of such debt security, the excess of the stated redemption price over the purchase price is "market discount". If the amount of market discount is more than a de minimis amount, a portion of such market discount must be included as ordinary income (not capital gain) by the Fund in each taxable year in which the Fund owns an interest in such debt security and receives a principal payment on it. In particular, the Fund will be required to allocate that principal payment first to the portion of the market discount on the debt security that has accrued but has not previously been includable in income. In general, the amount of market discount that must be included for each period is equal to the lesser of (i) the amount of market discount accruing during such period (plus any accrued market discount for prior periods not previously taken into account) or (ii) the amount of the principal payment with respect to such period. Generally, market discount accrues on a daily basis for each day the debt security is held by a Fund at a constant rate over the time remaining to the debt security's maturity or, at the election of the Fund, at a constant yield to maturity which takes into account the semi-annual
compounding of interest. Gain realized on the disposition of a market discount obligation must be recognized as ordinary interest income (not capital gain) to the extent of the "accrued market discount."
ORIGINAL ISSUE DISCOUNT. Certain debt securities acquired by a Fund may be treated as debt securities that were originally issued at a discount. Very generally, original issue discount is defined as the difference between the price at which a security was issued and its stated redemption price at maturity. Although no cash income on account of such discount is actually received by the Fund, original issue discount that accrues on a debt security in a given year generally is treated for federal income tax purposes as interest and, therefore, such income would be subject to the distribution requirements applicable to regulated investment companies. Some debt securities may be purchased by the Fund at a discount that exceeds the original issue discount on such debt securities, if any. This additional discount represents market discount for federal income tax purposes (see above).
OPTIONS, FUTURES AND FORWARD CONTRACTS. Any regulated futures contracts and certain options (namely, nonequity options and dealer equity options) in which a Fund may invest may be "section 1256 contracts." Gains (or losses) on these contracts generally are considered to be 60% long-term and 40% short-term capital gains or losses. Also, section 1256 contracts held by the Fund at the end of each taxable year (and on certain other dates prescribed in the Code) are "marked to market" with the result that unrealized gains or losses are treated as though they were realized.
Transactions in options, futures and forward contracts undertaken by a Fund may result in "straddles" for federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by the Fund, and losses realized by the Fund on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which the losses are realized. In addition, certain carrying charges (including interest expense) associated with positions in a straddle may be required to be capitalized rather than deducted currently. Certain elections that a Fund may make with respect to its straddle positions may also affect the amount, character and timing of the recognition of gains or losses from the affected positions.
Because only a few regulations implementing the straddle rules have been promulgated, the consequences of such transactions to a Fund are not entirely clear. The straddle rules may increase the amount of short-term capital gain realized by the Fund, which is taxed as ordinary income when distributed to Shareholders. Because application of the straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, the amount which must be distributed to Shareholders as ordinary income or long-term capital gain may be increased or decreased substantially as compared to a fund that did not engage in such transactions.
CONSTRUCTIVE SALES. Certain Code provisions may affect the timing and character of gain if a Fund engages in transactions that reduce or eliminate its risk of loss with respect to appreciated financial positions. If a Fund enters into certain transactions in property while holding substantially identical property, the Fund would be treated as if it had sold and immediately repurchased the property and would be taxed on any gain (but not loss) from the
constructive sale. The character of gain from a constructive sale would depend upon the Fund's holding period in the property. Loss from a constructive sale would be recognized when the property was subsequently disposed of, and its character would depend on the Fund's holding period and the application of various loss deferral provisions of the Code.
SECTION 988 GAINS OR LOSSES. Gains or losses attributable to fluctuations in exchange rates which occur between the time a Fund accrues income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such receivables or pays such liabilities generally are treated as ordinary income or ordinary loss. Similarly, on disposition of some investments, including debt securities and certain forward contracts denominated in a foreign currency, gains or losses attributable to fluctuations in the value of the foreign currency between the acquisition and disposition of the position also are treated as ordinary gain or loss. These gains and losses, referred to under the Code as "section 988" gains or losses, increase or decrease the amount of the Fund's investment company taxable income available to be distributed to its Shareholders as ordinary income. If section 988 losses exceed other investment company taxable income during a taxable year, the Fund would not be able to make any ordinary dividend distributions, or distributions made before the losses were realized would be recharacterized as a return of capital to Shareholders, rather than as an ordinary dividend, reducing each Shareholder's basis in his or her Fund shares.
PASSIVE FOREIGN INVESTMENT COMPANIES. A Fund may invest in shares of foreign corporations that may be classified under the Code as passive foreign investment companies ("PFICs"). In general, a foreign corporation is classified as a PFIC if at least one-half of its assets constitute investment-type assets, or 75% or more of its gross income is investment-type income. If a Fund receives a so-called "excess distribution" with respect to PFIC stock, the Fund itself may be subject to a tax on a portion of the excess distribution, whether or not the corresponding income is distributed by the Fund to Shareholders. In general, under the PFIC rules, an excess distribution is treated as having been realized ratably over the period during which the Fund held the PFIC shares. The Fund will itself be subject to tax on the portion, if any, of an excess distribution that is so allocated to prior Fund taxable years and an interest factor will be added to the tax, as if the tax had been payable in such prior taxable years. Certain distributions from a PFIC as well as gain from the sale of PFIC shares are treated as excess distributions. Excess distributions are characterized as ordinary income even though, absent application of the PFIC rules, certain excess distributions might have been classified as capital gain.
A Fund may be eligible to elect alternative tax treatment with respect to PFIC shares. Under an election that currently is available in some circumstances, a Fund would be required to include in its gross income its share of the earnings of a PFIC on a current basis, regardless of whether distributions were received from the PFIC in a given year. If this election were made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply. In addition, another election would involve marking to market the Fund's PFIC shares at the end of each taxable year, with the result that unrealized gains would be treated as though they were realized and reported as ordinary income. Any mark-to-market losses and any loss from an actual disposition of PFIC shares would be deductible as ordinary losses to the extent of any net mark-to-market gains included in income in prior years.
Yield
Yields of the Funds will be computed by annualizing net investment income per share for a recent 30-day period and dividing that amount by a Fund Share's offering price (reduced by any undeclared earned income expected to be paid shortly as a dividend) on the last trading day of that period. Net investment income will reflect amortization of any market value premium or discount of fixed income securities (except for obligations backed by mortgages or other assets) and may include recognition of a pro rata portion of the stated dividend rate of dividend paying portfolio securities. The yield will vary from time to time depending upon market conditions, the composition of the particular Fund's portfolio and operating expenses of the Group allocated to each Fund. These factors and possible differences in the methods used in calculating yield should be considered when comparing a Fund's yield to yields published for other investment companies and other investment vehicles. Yield should also be considered relative to changes in the value of a Fund's Shares and to the relative risks associated with the investment objectives and policies of each of the Funds.
Calculation of Performance Data
Average annual total return is a measure of the change in value of an investment in Shares of a Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in Shares of that Fund immediately rather than paid to the investor in cash. A Fund computes its average annual total return by determining the average annual compounded rates of return during specified periods that equate the initial amount invested to the ending redeemable value of such investment. This is done by dividing the ending redeemable value of a hypothetical $1,000 initial payment by $1,000 and raising the quotient to a power equal to one divided by the number of years (or fractional portion thereof) covered by the computation and subtracting one from the result. This calculation can be expressed as follows:
Average Annual ERV Total Return = [(P) exp (1/n) - 1] P Where: ERV = ending redeemable value at the end of the period covered by the computation of a hypothetical $1,000 payment made at the beginning of the period. P = hypothetical initial payment of $1,000. n = period covered by the computation, expressed in terms of years. |
The Funds compute their aggregate total return by determining the aggregate compounded rate of return during specified periods that likewise equate the initial amount invested to the ending redeemable value of such investment. The formula for calculating aggregate total return is as follows:
Aggregate Total ERV Return = [(----] - 1] P |
ERV = ending redeemable value at the end of the period covered by the computation of a hypothetical $1,000 payment made at the beginning of the period. P = hypothetical initial payment of $1,000. |
The calculations of average annual total return and aggregate total return assume the reinvestment of all dividends and capital gain distributions on the reinvestment dates during the period. The ending redeemable value (variable "ERV" in each formula) is determined by assuming complete redemption of the hypothetical investment and the deduction of all nonrecurring charges at the end of the period covered by the computations.
The Funds compute their average annual total return after taxes on distributions by determining the average annual compounded rates of return during specified periods that equate the initial amount invested to the ending redeemable value of such investment after taxes on fund distributions but not after taxes on redemptions. This is done by dividing the ending redeemable value after taxes on fund distributions of a hypothetical $1,000 initial payment by $1,000 and raising the quotient to a power equal to one divided by the number of years (or fractional portion thereof) covered by the computation and subtracting one from the result. This calculation can be expressed as follows:
ATV(D) Average Annual Total Return After Taxes = [------ to the 1/nth power -1] (after taxes on distributions) P
Where: P = a hypothetical initial payment of $1,000.
n = number of years.
ATV(D) = ending value of a hypothetical $1,000 payment made at the beginning of the 1-, 5-, or 10-year periods at the end of such periods after taxes on fund distributions but not after taxes on redemption. |
The Funds compute their average annual total return after taxes on distributions and redemptions by determining the average annual compounded rates of return during specified periods that equate the initial amount invested to the ending redeemable value of such investment after taxes on fund distributions and redemptions. This is done by dividing the ending redeemable value after taxes on fund distributions and redemptions of a hypothetical $1,000 initial payment by $1,000 and raising the quotient to a power equal to one divided by the number of years (or fractional portion thereof) covered by the computation and subtracting one from the result. This calculation can be expressed as follows:
ATV(DR)
Average Annual Total Return After Taxes = [(------) to the 1/nth power -1] (after taxes on distributions and redemptions) P
Where: P = a hypothetical initial payment of $1,000.
n = number of years.
ATV(DR) = ending value of a hypothetical $1,000 payment made at the beginning of the 1-, 5-, or 10-year periods at the end of such periods, after taxes on fund distributions and redemption. |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Distribution Rates
Each of the Funds may from time to time advertise current distribution rates which are calculated in accordance with the method disclosed in the Prospectus.
Performance Comparisons
Investors may analyze the performance of the Funds by comparing them to the performance of other mutual funds or mutual fund portfolios with comparable investment objectives and policies through various mutual fund or market indices such as those prepared by Dow Jones & Co., Inc. and Standard & Poor's Corporation and to data prepared by Lipper Analytical Services, Inc., a widely recognized independent service which monitors the performance of mutual funds. Comparisons may also be made to indices or data published in Money Magazine, Forbes, Barron's, The Wall Street Journal, Morningstar, Inc., Ibbotson Associates, CDA/Wiesenberger, The New York Times, Business Week, USA Today and local periodicals. In addition to performance information, general information about these Funds that appears in a publication such as those mentioned above may be included in advertisements, sales literature and reports to shareholders. The Funds may also include in advertisements and reports to shareholders information discussing the performance of the Advisor in comparison to other investment advisors and to other banking institutions.
From time to time, the Group may include the following types of information
in advertisements, supplemental sales literature and reports to Shareholders:
(1) discussions of general economic or financial principles (such as the effects
of inflation, the power of compounding and the benefits of dollar cost
averaging); (2) discussions of general economic trends; (3) presentations of
statistical data to supplement such discussions; (4) descriptions of past or
anticipated portfolio holdings for one or more of the Funds within the Group;
(5) descriptions of investment strategies for one or more of such Funds; (6)
descriptions or comparisons of various investment products, which may or may not
include the Funds; (7) comparisons of investment products (including the Funds)
with relevant market or industry indices or other appropriate benchmarks; (8)
discussions of fund rankings or ratings by recognized rating organizations and
(9) testimonials describing the experience of persons that have invested in one
or more of the Funds. The Group may also include calculations, such as
hypothetical compounding examples, which describe hypothetical investment
results in such communications. Such performance examples will be based on an
express set of assumptions and are not indicative of the performance of any
Fund.
Current yields or total return will fluctuate from time to time and are not necessarily representative of future results. Accordingly, a Fund's yield or total return may not provide for comparison with bank deposits or other investments that pay a fixed return for a stated period of time. Yield and total return are functions of a Fund's quality, composition and maturity, as well as expenses allocated to such Fund. Fees imposed upon Customer accounts by the Advisor or its affiliated or correspondent banks for cash management services will reduce a Fund's effective yield and total return to Customers.
Principal Shareholders
As of July 6, 2007 the following entities owned beneficially or of record 5% or more of the each Fund's outstanding shares.
Percentage Ownership Fund of Fund Owner Address Status ---- ---------- ------------------ -------------------------- --------- Income Equity 95% National Financial 200 Liberty Street Record Services, LLC One World Financial Center Carlstadt, NJ 07072 Income 93% National Financial 200 Liberty Street Record Services, LLC One World Financial Center Carlstadt, NJ 07072 Long/Short 82% National Financial 200 Liberty Street Record Services, LLC One World Financial Center Carlstadt, NJ 07072 Long/Short 13% Ameritrade, Inc. 1005 North Ameritrade Place Record Bellevue, NE 68005 |
Persons or entities owning more than 25% of the Fund's voting securities may be deemed to be control persons of the Fund because they can effect control on the voting securities of other security holders. The Trustees and Officers, as a group, owned less than 1% of the Fund's outstanding shares.
Proxy Voting
The Board of Trustees of the Group has adopted proxy voting policies and procedures (the "Group Policy"), pursuant to which the Trustees have delegated proxy voting responsibility to the Advisor and adopted the Advisor's proxy voting policies and procedures (the "Policy") which are described below. The Trustees will review each Fund's proxy voting records from time to time and will annually consider approving the Policy for the upcoming year. In the event that a conflict of interest arises between a Fund's Shareholders and the Advisor or any of its affiliates or any affiliate of the Fund, the Advisor will generally refrain from voting the proxies related to the companies giving rise to such conflict until it consults with the Board of Trustees. A Committee of the Board with responsibility for proxy oversight will instruct the Advisor on the appropriate course of action.
The Policy is designed to promote accountability of a company's management
to its shareholders and to align the interests of management with those of
shareholders. The Advisor generally reviews each matter on a case-by-case basis
in order to make a determination of how to vote in a manner that best serves the
interests of Fund shareholders. The Advisor may abstain from voting from time to
time where it determines that the costs associated with voting a proxy outweigh
the benefits derived from exercising the right to vote. In addition, the Advisor
will monitor situations that may result in a conflict of interest between the
Fund's shareholders and the Advisor or any of its affiliate or any affiliate of
the Fund by maintaining a list of significant existing and prospective corporate
clients. Information on how the Funds voted proxies relating to portfolio
securities during the 12 month periods ended June 30th of each year is available
(1) without charge, upon request, by calling 1-800-766-8938, and (2) on the
Funds' Form N-PX on the Securities and Exchange Commission's website at
http://www.sec.gov.
Disclosure of Fund Portfolio Holdings
The Board of Trustees has adopted policies and procedures for the public and nonpublic disclosure of the Funds' portfolio securities. A complete list of the Funds' portfolio holdings is made publicly available on a quarterly basis through filings made with the SEC on Forms N-CSR and N-Q. As a general matter, in order to protect the confidentiality of the Funds' portfolio holdings, no information concerning the portfolio holdings of the Funds may be disclosed to any unaffiliated third party except: (1) to service providers that require such information in the course of performing their duties (such as the Funds' custodian, fund accountants, investment advisor, administrator, independent registered public accounting firm, attorneys, officers and trustees and each of their respective affiliates and advisors) and are subject to a duty of confidentiality; (2) in marketing materials, provided that the information regarding the portfolio holdings contained therein is at least fifteen days old; or (3) pursuant to certain enumerated exceptions that serve a
legitimate business purpose. These exceptions include: (1) disclosure of
portfolio holdings only after such information has been publicly disclosed, and
(2) to third-party vendors, such as Morningstar Investment Services, Inc. and
Lipper Analytical Services that (a) agree to not distribute the portfolio
holdings or results of the analysis to third parties, other departments or
persons who are likely to use the information for purposes of purchasing or
selling the Funds before the portfolio holdings or results of the analysis
become publicly available; and (b) sign a written confidentiality agreement, or
where the Board of Trustees has determined that the polices of the recipient are
adequate to protect the information that is disclosed. The confidentiality
agreement must provide, among other things, that the recipient of the portfolio
holdings information agrees to limit access to the portfolio information to its
employees (and agents) who, on a need to know basis, are (1) authorized to have
access to the portfolio holdings information and (2) subject to confidentiality
obligations, including duties not to trade on non-public information, no less
restrictive than the confidentiality obligations contained in the
confidentiality agreement. Such disclosures must be authorized by the President
or Chief Compliance Officer of the Advisor and shall be reported periodically to
the Board.
Neither the Funds nor the Advisor may enter into any arrangement providing for the disclosure of non-public portfolio holding information for the receipt of compensation or benefit of any kind. Any exceptions to the policies and procedures may only be made by the consent of a majority of the Board of Trustees upon a determination that such disclosure serves a legitimate business purpose and is in the best interests of the Funds. Any amendments to these policies and procedures must be approved and adopted by the Board of Trustees. The Board may, on a case-by-case basis, impose additional restrictions on the dissemination of portfolio holdings information beyond those found in the policies and procedures, as necessary.
Miscellaneous
Individual Trustees are generally elected by the Shareholders and, subject to removal by the vote of two-thirds of the Board of Trustees, serve for a term lasting until the next meeting of shareholders at which Trustees are elected. Such meetings are not required to be held at any specific intervals. Generally, shareholders owning not less than 20% of the outstanding shares of the Group entitled to vote may cause the Trustees to call a special meeting. However, the Group has represented to the Commission that the Trustees will call a special meeting for the purpose of considering the removal of one or more Trustees upon written request therefor from shareholders owning not less than 10% of the outstanding votes of the Group entitled to vote. At such a meeting, a quorum of shareholders (constituting a majority of votes attributable to all outstanding shares of the Group), by majority vote, has the power to remove one or more Trustees.
The Group is registered with the Commission as a management investment company. Such registration does not involve supervision by the Commission of the management or policies of the Group.
The Prospectus and this Statement of Additional Information are not an offering of the securities herein described in any state in which such offering may not lawfully be made. No salesperson, dealer, or other person is authorized to give any information or make any representation other than those contained in the Prospectus and this Statement of Additional Information.
FINANCIAL STATEMENTS
The financial statements of the Funds appearing in the Annual Report to Shareholders for the fiscal year ended March 31, 2007 have been audited by Ernst & Young LLP, the Funds' independent registered public accounting firm, and are incorporated by reference herein.
ITEM 22. EXHIBITS
(a)(1) Declaration of Trust(1)
(a)(2) Establishment and Designation of Series of Shares (1st Source Monogram Income Equity Fund; 1st Source Monogram Diversified Equity Fund; 1st Source Monogram Special Equity Fund and 1st Source Monogram Income Fund)(3)
(a)(3) Establishment and Designation of Shares (1st Source Monogram Long/Short Fund) (6)
(b) By-Laws(2)
(c) Certificates for Shares are not issued. Articles IV, V, VI and VII of the Declaration of Trust, previously filed as Exhibit (a) hereto, define rights of holders of Shares.
(d)(1) Investment Advisory Agreement between Registrant and 1st Source Bank, as assumed by 1st Source Corporation Investment Advisors, Inc. pursuant to the Assumption Agreement (5)
(d)(2) Assumption Agreement between Registrant, 1st Source Bank and 1st Source Corporation Investment Advisors, Inc. with respect to the Investment Advisory Agreement (5)
(d)(3) Investment Advisory Agreement between Registrant and 1st Source Corporation Investment Advisors, Inc. with respect to the 1st Source Monogram Long/Short Fund(7)
(e)(1) Form of Distribution Agreement between Registrant and Foreside Distribution Services, LP - filed herewith
(e)(2) Distribution Services Agreement(9)
(f) Not Applicable
(g)(1) Custody Agreement between Registrant and The Fifth Third Bank(3)
(g)(2) Custody Agreement between Registrant and Custodial Trust Company(7)
(h)(1) Management and Administration Agreement between the Registrant and BISYS Fund Services(3)
(h)(2) Amendment to Administration Agreement(9)
(h)(3) Fund Accounting Agreement between the Registrant and BISYS Fund Services Ohio, Inc.(3)
(h)(4) Transfer Agency Agreement between the Registrant and BISYS Fund Services Ohio, Inc.(3)
(h)(5) Shareholder Services Agreement(9)
(h)(6) Compliance Services Agreement between Registrant and BISYS Fund Services Ohio, Inc. - filed herewith
(h)(7) Amendment to Compliance Services Agreement between Registrant and BISYS Fund Services Ohio, Inc. - filed herewith
(i) Opinion and Consent of Counsel - filed herewith
(j) Consents of Independent Registered Public Accounting Firms - filed herewith
(k) Not Applicable
(l) Not Applicable
(m) Distribution and Shareholder Services Plan(3)
(n) Not Applicable
(o) Not Applicable
(p)(1) Code of Ethics of Registrant(8)
(p)(2) Code of Ethics of Foreside Distribution Services, LP - filed herewith
(p)(3) Code of Ethics of 1st Source Corporation Investment Advisors, Inc.(4)
(q) Powers of Attorney - filed herewith
1. Filed with initial Registration Statement on January 8, 1992.
2. Filed with Post-Effective Amendment No. 2 on September 4, 1992.
3. Filed with Post-Effective Amendment No. 42 on October 23, 1998.
4. Filed with Post-Effective Amendment No. 74 on August 1, 2000.
5. Filed with Post-Effective Amendment No. 84 on July 31, 2001.
6. Filed with Post-Effective Amendment No. 97 on June 5, 2003.
7. Filed with Post-Effective Amendment No. 99 on August 1, 2003.
8. Filed with Post-Effective Amendment No. 103 on July 28, 2004.
9. Filed with Post-Effective Amendment No. 113 on August 1, 2005.
ITEM 23. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 24. INDEMNIFICATION
Article IV of the Registrant's Declaration of Trust states as follows:
SECTION 4.3. MANDATORY INDEMNIFICATION.
(a) Subject to the exceptions and limitations contained in paragraph (b) below:
(i) every person who is, or has been, a Trustee or officer of the Trust shall be indemnified by the Trust to the fullest extent permitted by law against all liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof; and (ii) the words "claim," "action," "suit," or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the words "liability" and "expenses" shall include, without limitation, attorneys fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Trustee or officer:
(i) against any liability to the Trust, a Series thereof, or the Shareholders by reason of a final adjudication by a court or other body before which a proceeding was brought
that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;
(ii) with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or
(iii) in the event of a settlement or other disposition not involving a final adjudication as provided in paragraph (b)(i) or (b)(ii) resulting in a payment by a Trustee or officer, unless there has been a determination that such Trustee or officer did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office:
(A) by the court or other body approving the settlement or other disposition; or (B) based upon a review of readily available facts (as opposed to a full trial-type inquiry) by (1) vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office acts on the matter) or (2) written opinion of independent legal counsel.
(c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Trustee or officer may now or hereafter be entitled, shall continue as to a person who has ceased to be such Trustee or officer and shall inure to the benefit of the heirs, executors, administrators and assigns of such person. Nothing contained herein shall affect any rights to indemnification to which personnel of the Trust other than Trustees and officers may be entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in paragraph (a) of this Section 4.3 may be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 4.3, provided that either:
(i) such undertaking is secured by a surety bond or some other appropriate security provided by the recipient, or the Trust shall be insured against losses arising out of any such advances; or
(ii) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees acts on the matter) or an independent legal counsel in a written opinion shall determine, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.
As used in this Section 4.3, a "Disinterested Trustee" is one who is not (i) an Interested Person of the Trust (including anyone who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), or (ii) involved in the claim, action, suit or proceeding.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act, and therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.
ITEM 25. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISOR
(a) 1st Source Corporation Investment Advisors, Inc., South Bend, Indiana, is the investment advisor for 1st Source Monogram Funds. The business and other connections of 1st Source Corporation Investment Advisors, Inc. are set forth in the Uniform Application for Investment Adviser Registration ("Form ADV") of 1st Source Corporation Investment Advisors, Inc. as currently filed with the SEC which is incorporated by reference herein.
ITEM 26. PRINCIPAL UNDERWRITER
(a) Until August 1, 2007, BISYS Fund Services Limited Partnership ("BISYS" or the "Distributor") acts as principal underwriter for the following investment companies:
Allianz Variable Insurance Products Fund of Funds Trust
Allianz Variable Insurance Products Trust
American Independence Funds Trust
American Performance Funds
The Bjurman, Barry Funds
Commonwealth International Series Trust
The Coventry Group
The Coventry Funds Trust
Excelsior Funds, Inc.
Excelsior Funds Trust
Excelsior Tax-Exempt Funds, Inc.
First Focus Funds, Inc.
Capital One Funds
Greenwich Advisors Trust
The Hirtle Callaghan Trust
HSBC Advisor Funds Trust
HSBC Investor Funds
Legacy Funds Group
Pacific Capital Funds
STI Classic Funds
STI Classic Variable Trust
The Blue Fund Group
Vintage Mutual Funds, Inc.
BISYS is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the National Association of Securities Dealers. BISYS' main address is 100 SUMMER ST. 15TH FLOOR, Boston, Massachusetts 02110. Office of Supervisory Jurisdiction (OSJ) Branch is at 3435 Stelzer Road, Columbus, Ohio 43219. BISYS is an indirect wholly-owned subsidiary of The BISYS Group, Inc.
Effective August 1, 2007, Foreside Distribution Services L.P. ("Foreside") will act as principal underwriter for the following investment companies:
American Independence Funds Trust
The Bjurman, Barry Funds
Commonwealth International Series Trust
The Coventry Group
The Coventry Funds Trust
Excelsior Funds, Inc.
Excelsior Funds Trust
Excelsior Tax-Exempt Funds, Inc.
First Focus Funds, Inc.
Capital One Funds
Greenwich Advisors Trust
The Hirtle Callaghan Trust
HSBC Advisor Funds Trust
HSBC Investor Funds
Legacy Funds Group
Pacific Capital Funds
STI Classic Funds
STI Classic Variable Trust
The Blue Fund Group
Vintage Mutual Funds, Inc.
Foreside is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the National Association of Securities Dealers. Foreside's main address is 100 SUMMER ST. 15TH FLOOR, Boston, Massachusetts 02110. Office of Supervisory Jurisdiction (OSJ) Branch is at 3435 Stelzer Road, Columbus, Ohio 43219. Foreside is an indirect wholly-owned subsidiary of Foreside Financial Group LLC.
(b) Information about the Directors and Officers of BISYS are as follows:
-------------------------------------------------------------------------------------------------------- Name Address Address -------------------------------------------------------------------------------------------------------- Brian K. Bey 3435 Stelzer Rd., Columbus, OH 43219 President and Director -------------------------------------------------------------------------------------------------------- Elliot Dobin 100 Summer St., Boston, MA 02110 Secretary -------------------------------------------------------------------------------------------------------- Andrew H. Byer 3435 Stelzer Rd., Columbus, OH 43219 Chief Compliance Officer -------------------------------------------------------------------------------------------------------- Wayne A. Rose 100 Summer St., Boston, MA 02110 Assistant Chief Compliance Officer -------------------------------------------------------------------------------------------------------- James E. (Ed) Pike 3435 Stelzer Rd., Columbus, OH 43219 Financial and Operations Principal -------------------------------------------------------------------------------------------------------- |
Information about the Directors and Officers of Foreside are as follows:
-------------------------------------------------------------------------------------------------------- Name Address Address -------------------------------------------------------------------------------------------------------- Brian K. Bey 3435 Stelzer Rd., Columbus, OH 43219 President and Director -------------------------------------------------------------------------------------------------------- Elliot Dobin 100 Summer St., Boston, MA 02110 Secretary -------------------------------------------------------------------------------------------------------- Andrew H. Byer 3435 Stelzer Rd., Columbus, OH 43219 Chief Compliance Officer -------------------------------------------------------------------------------------------------------- Wayne A. Rose 100 Summer St., Boston, MA 02110 Assistant Chief Compliance Officer -------------------------------------------------------------------------------------------------------- James E. (Ed) Pike 3435 Stelzer Rd., Columbus, OH 43219 Financial and Operations Principal -------------------------------------------------------------------------------------------------------- |
(c) Not applicable
ITEM 27. LOCATION OF ACCOUNTS AND RECORDS
(a) In connection with the 1st Source Monogram Funds, the accounts, books and other documents required to be maintained by the Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and rules promulgated thereunder are in the possession of 1st Source Corporation Investment Advisors, Inc., 100 North Michigan Street, South Bend, Indiana 46634 (records relating to its function as investment advisor for the 1st Source Monogram Funds); Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219 (records relating to its functions as general manager and administrator), Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219 (records relating to its functions as transfer agent), Foreside Distribution Services, LP, 100 Summer Street, Boston, MA 02110 (records relating to its function as distributor), Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263 (records relating to its function as a custodian) and Custodial Trust Company, 101 Carnegie Center, Princeton, New Jersey 08540 (records relating to its function as a custodian).
ITEM 28. MANAGEMENT SERVICES
Not Applicable.
ITEM 29. UNDERTAKINGS
None
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 123 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus in the State of Ohio on the 27th day of July, 2007.
THE COVENTRY GROUP
By: /s/ David Bunstine ---------------------------- David Bunstine, President |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
Signature Title Date ----------- ------ ------ /s/Walter B. Grimm Trustee July 27, 2007 ------------------------ Walter B. Grimm* /s/ Diane E. Armstrong Trustee July 27, 2007 ------------------------ Diane E. Armstrong* /s/ Maurice G. Stark Trustee July 27, 2007 ------------------------ Maurice G. Stark* /s/ Michael M. Van Buskirk Trustee July 27, 2007 ------------------------ Michael M. Van Buskirk* /s/ James H. Woodward Trustee July 27, 2007 ------------------------ James H. Woodward* /s/ David Bunstine President July 27, 2007 ------------------------ (Principal Executive Officer) David Bunstine /s/ Linda A. Durkin Treasurer (Principal July 27, 2007 ------------------------ Financial and Accounting Officer) Linda A. Durkin |
* /s/ Michael V. Wible -------------------------------------- Michael V. Wible, as attorney-in-fact |
* Pursuant to power of attorney filed as Exhibit 22 (q)
Exhibit Index
Exhibit ------- (e)(1) Form of Distribution Agreement (h)(6) Compliance Services Agreement (h)(7) Amendment to Compliance Services Agreement (i) Opinion and Consent of Counsel (j) Consent of Independent Registered Public Accounting Firm (p)(2) Code of Ethics of Foreside Distribution Services, LP (q) Power of Attorney |
Exhibit (e)(1)
DISTRIBUTION AGREEMENT
AGREEMENT made this 1st day of August, 2007, between The Coventry Group (the "Trust"), having an office at 3435 Stelzer Road, Columbus, Ohio 43219 and Foreside Distribution Services, LP ("Distributor"), having an office at 100 Summer Street, Boston, Massachusetts 02110.
WHEREAS, the Trust is an open-end management investment company, organized as a Massachusetts business trust and registered with the Securities and Exchange Commission (the "Commission") under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, it is intended that Distributor act as the distributor of the shares of beneficial interest ("Shares") of each series of the Trust, as listed on Schedule A, and such series as are hereafter created (all of the foregoing series individually referred to herein as a "Fund" and collectively as the "Funds");
NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:
1. Services as Distributor.
1.1 Distributor will act as agent of Trust on behalf of each Fund for the distribution of the Shares covered by the registration statement of Trust then in effect under the Securities Act of 1933, as amended (the "Securities Act") and the 1940 Act. As used in this Agreement, the term "registration statement" shall mean the registration statement of the Trust and any amendments thereto, then in effect, including Parts A (the Prospectus), B (the Statement of Additional Information) and C of each registration statement, as filed on Form N-IA, or any successor thereto, with the Commission, together with any amendments thereto. The term "Prospectus" shall mean the then current form of Prospectus and Statement of Additional Information used by the Funds, in accordance with the rules of the Commission, for delivery to shareholders and prospective shareholders after the effective dates of the above-referenced registration statements, together with any amendments and supplements thereto.
1.2 Consistent with the understanding between the Funds and the Distributor, Distributor may solicit orders for the sale of the Shares and may undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The Trust understands that Distributor is now and may in the future be the distributor of the shares of many other investment companies or series, including investment companies having investment objectives similar to those of the Trust. The Trust further understands that shareholders and potential shareholders in the Trust may invest in shares of such other investment companies. The Trust agrees that Distributor's duties to other investment companies shall not be deemed in conflict with its duties to the Trust under this Section 1.2.
1.3 Consistent with the understanding between the Funds and the Distributor, and subject to the last sentence of this Section 1.3, Distributor may engage in such activities as it deems appropriate in connection with the promotion and sale of the Shares, which may include advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Prospectuses to prospective shareholders other than current shareholders, and the printing and mailing of sales literature. Distributor may enter into dealer agreements and other selling agreements with broker-dealers and other intermediaries; provided, however, that Distributor shall have no obligation to make any payments to any third parties, whether as finder's fees, compensation or otherwise, unless (i) Distributor has received a corresponding payment from the applicable Fund's Distribution Plan (as defined in Section 2 of this Agreement), the Fund's investment adviser (the "Adviser") or from another source as may be permitted by applicable law, and (ii) such corresponding payment has been approved by the Trust's Board of Trustees.
1.4 In its capacity as distributor of the Shares, all activities of the Distributor and its partners, agents, and employees shall comply with all applicable laws, rules and regulations, including, without limitation, the 1940 Act, all applicable rules and regulations promulgated by the Commission thereunder, and all applicable rules and regulations adopted by any securities association registered under the Securities Exchange Act of 1934.
1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or by abnormal circumstances of any kind, the Trust's officers may upon reasonable notice instruct the Distributor to decline to accept any orders for or make any sales of the Shares until such time as those officers deem it advisable to accept such orders and to make such sales.
1.6 The Trust agrees to inform the Distributor from-time to time of the states in which the Fund or its administrator has registered or otherwise qualified shares for sale, and the Trust agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as the Distributor may designate.
1.7 The Trust shall furnish from time to time, for use in connection with the sale of the Shares, such supplemental information with respect to the Funds and the Shares as Distributor may reasonably request; and the Trust warrants that the statements contained in any such supplemental information will fairly show or represent what they purport to show or represent. The Trust shall also furnish Distributor upon request with: (a) unaudited semi-annual statements of the Funds' books and accounts prepared by the Trust, (b) a monthly itemized list of the securities in the Funds, (c) monthly balance sheets as soon as practicable after the end of each month, and (d) from time to time such additional information regarding the financial condition of the Funds as the Distributor may reasonably request.
1.8 The Trust represents and warrants to Distributor that all registration statements, and each Prospectus, filed by the Trust with the Commission under the
Securities Act and the 1940 Act shall be prepared in conformity with requirements of said Acts and roles and regulations of the Commission thereunder. The registration statement and Prospectus shall contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of the Commission thereunder, and all statements of fact contained in any such registration statement and Prospectus are true and correct in all material respects. Furthermore, neither any registration statement nor any Prospectus includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The foregoing representations and warranties shall continue throughout the term of this Agreement and be deemed to be of a continuing nature, applicable to all Shares distributed hereunder. The Trust may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the Trust's counsel, be necessary or advisable. If the Trust shall not propose any amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from Distributor to do so, Distributor may, at its option, terminate this Agreement. In such case, the Distributor will be held harmless from, and indemnified by Trust for, any liability or loss resulting from the failure to implement such amendment. The Trust shall not file any amendment to any registration statement or supplement to any Prospectus without giving Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendments to any registration statement and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.
1.9 The Trust authorizes the Distributor and dealers to use any Prospectus in the form furnished by the Trust from time to time in connection with the sale of the Shares.
1.10 The Distributor may utilize agents in its performance of its services and, with prior notice to the Trust, appoint in writing other parties qualified to perform specific administration services reasonably acceptable to the Trust (individually, a "SubAgent") to carry out some or all of its responsibilities under this Agreement; provided, however, that a Sub-Agent shall be the agent of the Distributor and not the agent of the Trust, and that the Distributor shall be fully responsible for the acts of such Sub-Agent and shall not be relieved of any of its responsibilities hereunder by the appointment of a Sub-Agent.
1.11 The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Distributor's part in the performance of its duties, from reckless disregard by the Distributor of its obligations and duties under this Agreement, or from the Distributor's failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder. The Trust agrees to indemnify, defend and hold harmless the Distributor, its officers, partners, employees, and any person who controls
the Distributor within the meaning of Section 15 of the Securities Act (collectively, "Distributor Indemnitees"), from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) (collectively, "Claims") which the Distributor Indemnitees may incur under the Securities Act or under common law or otherwise (a) as the result of the Distributor acting as distributor of the Funds and entering into selling agreements, participation agreements, shareholder servicing agreements or similar agreements with financial intermediaries on behalf of the Trust; (b) arising out of or based upon (i) any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any Prospectus, (ii) any omission, or alleged omission, to state a material fact required to be stated in any registration statement or any Prospectus or necessary to make the statements therein not misleading, or (iii) any untrue statement, or alleged untrue statement, of a material fact in any Trust-related advertisement or sales literature, or any omission, or alleged omission, to state a material fact required to be stated therein to make the statements therein not misleading, in either case notwithstanding the exercise of reasonable care in the preparation or review thereof by the Distributor; or (c) arising out of or based upon the electronic processing of orders over the internet at the Trust's request; provided, however, that the Trust's agreement to indemnify the Distributor Indemnitees pursuant to this Section 1.11 shall not be construed to cover any Claims (A) pursuant to subsection (b) above to the extent such untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in writing, or omitted from the relevant writing furnished, as the case may be, to the Trust by ~he Distributor for use in the registration statement or in corresponding statements made in the Prospectus, advertisement or sales literature; (B) arising out of or based upon the willful misfeasance, bad faith or gross negligence of the Distributor in the performance of its duties or the Distributor's reckless disregard of its obligations and duties under this Agreement; or (C) arising out of or based upon the Distributor's failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder.
In the event of a Claim for which the Distributor Indemnitees may be entitled to indemnification hereunder, the Distributor shall provide the Trust with written notice of the Claim, identifying the persons against whom such Claim is brought, promptly following receipt of service of the summons or other first legal process, and in any event within ten (10) days of such receipt. The Trust will be entitled to assume the defense of any suit brought to enforce any such Claim if such defense shall be conducted by counsel of good standing chosen by the Trust and approved by the Distributor, which approval shall not be unreasonably withheld. In the event any such suit is not based solely on an alleged untrue statement, omission, or wrongful act on the Trust's part, the Distributor shall have the right to participate in the defense. In the event the Trust elects to assume the defense of any such suit and retain counsel of good standing so approved by the Distributor, the Distributor Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in any case where the Trust does not elect to assume the defense of any such suit or in case the Distributor reasonably withholds approval of counsel chosen by the Trust, the Trust will reimburse the Distributor Indemnitees named as defendants in such suit, for the reasonable fees and expenses of any counsel retained by them to the extent related to a Claim covered under
this Section 1.11. The Trust's indemnification agreement contained in this
Section 1.11 shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of the Distributor Indemnitees, and shall
survive the delivery of any Shares.
1.12 The Distributor agrees to indemnify, defend and hold harmless the Trust, its officers, Trustees, employees, and any person who controls the Trust within the meaning of Section 15 of the Securities Act (collectively, Trust Indemnitees), from and against any and all Claims which the Trust Indemnitees may incur under the Securities Act or under common law or otherwise, arising out of or based upon (a) any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement, Prospectus, or Trust-related advertisement or sales literature, or upon any omission, or alleged omission, to state a material fact in such materials that would be necessary to make the information therein not misleading, which untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in writing, or omitted from the relevant writing furnished, as the case may be, to the Trust by the Distributor for use in the registration statement or in corresponding statements made in the Prospectus, or advertisement or sales literature; (b) the willful misfeasance, bad faith or gross negligence of the Distributor in the performance of its duties, or the Distributor's reckless disregard of its obligations and duties under this Agreement, or (c) the Distributor's failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder (other than in respect of Trust-related advertisements or sales literature that fails to comply with applicable laws notwithstanding the exercise of reasonable care in the preparation and review thereof by the Distributor).
In the event of a Claim for which the Trust Indemnitees may be entitled to
indemnification hereunder, the Trust shall provide the Distributor with written
notice of the Claim, identifying the persons against whom such Claim is brought,
promptly following receipt of service of the summons or other first legal
process, and in any event within ten (10) days of such receipt. The Distributor
will be entitled to assume the defense of any suit brought to enforce any such
Claim if such defense shall be conducted by counsel of good standing chosen by
the Distributor and approved by the Trust, which approval shall not be
unreasonably withheld. In the event any such suit is not based solely on an
alleged untrue statement, omission, or wrongful act on the Distributor's part,
the Trust shall have the right to participate in the defense. In the event the
Distributor elects to assume the defense of any such suit and retain counsel of
good standing so approved by the Trust, the Trust Indemnitees in such suit shall
bear the fees and expenses of any additional counsel retained by any of them,
but in any case where the Distributor does not elect to assume the defense of
any such suit or in case the Trust reasonably withholds approval of counsel
chosen by the Distributor, the Distributor will reimburse the Trust Indemnitees
named as defendants in such suit, for the reasonable fees and expenses of any
counsel retained by them to the extent related to a Claim covered under this
Section 1.12. The Distributor's indemnification agreement contained in this
Section 1.12 shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of the Trust Indemnitees, and shall
survive the delivery of any Shares.
1.13 No Shares shall be offered by either the Distributor or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the Securities Act or if and so long as a current Prospectus as required by Section 1 O(b )(2) of said Act is not on file with the Commission; provided, however, that: (a) the Distributor will not be obligated to cease offering shares until it has received from the Trust written notice of such events, and (b) nothing contained in this Section 1.13 shall in any way restrict or have an application to or bearing upon the Trust's obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust's Prospectus, Agreement and Declaration of Trust, or Bylaws.
1.14 The Trust agrees to advise the Distributor as soon as reasonably practical by a notice in writing delivered to the Distributor:
(a) of any request by the Commission for amendments to the registration statement or Prospectus then in effect or for additional information;
(b) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or Prospectus then in effect or the initiation by service of process on the Trust of any proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement of a material fact made in the registration statement or Prospectus then in effect or which requires the making of a change in such registration statement or Prospectus in order to make the statements therein not misleading; and
(d) of any action of the Commission with respect to any amendment to any registration statement or Prospectus which may from time to time be filed with the Commission, which could reasonably be expected to have a material negative impact upon the offering of Shares.
For purposes of this section, informal requests by or acts of the Staff of the Commission shall not be deemed actions of or requests by the Commission unless they would reasonably be expected to have a material negative impact upon the offering of Shares.
2. Fees.
2.1 Attached as Schedule B to this Agreement are all plans of distribution under Rule 12b-l under the 1940 Act approved by the Funds and in effect (collectively, the "Distribution Plan"). The Funds will deliver to Distributor promptly after any changes thereto updated copies of the Distribution Plan. For its services under this Agreement, the Distributor shall be compensated as set forth on Schedules C and D to
this Agreement. If the Funds have a Distribution Plan that permits them to compensate the Distributor and required board approvals have been given, then the Funds shall be responsible for all such compensation or such portions of it as have been authorized under the Distribution Plan. If the Funds are not authorized to compensate the Distributor in full in accordance with Schedules C and D, then the Adviser shall agree with the Distributor in a separate instrument that the Adviser shall compensate the Distributor in accordance with Schedules C and D to the extent that the Funds are not so authorized. The fees set forth on Schedules C and D are subject to change by Distributor upon 30 days advance notice.
2.2 If: (i) the Distributor properly receives fees from the Funds under the Distribution Plan, other than for services rendered or expenses incurred, that the Distributor is not obligated to pay to third party broker-dealers, plan administrators or others ("Retained Fees"), and (ii) the Funds have authority under the Distribution Plan to pay for some or all of the Distributor's services under this Agreement ("Permitted Services"), then all of the Retained Fees will either be (a) returned to the funds and/or (b) credited against the compensation payable by the funds to the Distributor for Permitted Services; provided, however, that in no event shall any Retained Fees be applied in a manner that results in a reduction of any obligation of the Adviser to compensate the Distributor for services under this Distribution Agreement.
3. Sale and Payment.
3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as "Load Shares" (and in the case of Shares that are sold with a front-end sales load, "Front-end Load Shares", or Shares that are sold subject to a contingent deferred sales load, "CDSL Shares"). Funds that issue Front-End Load Shares shall hereinafter be referred to collectively as "Front-End Load Funds." Funds that issue CDSL Shares shall hereinafter be referred to collectively as "CDSL Funds." Front-end Load Funds and CDSL Funds may individually or collectively be referred as "Load Funds." Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares.
3.2 The Distributor shall have the right to offer Load Shares at their net asset value and to sell such Load Shares to the public against orders therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below.
3.3 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in New York cleared funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.
4. Public Offering Price.
The public offering price of a Load Share shall be the net asset value of such Load Share next determined, plus any applicable sales charge, all as set forth in the current Prospectus of the Load Fund. The net asset value of Load Shares shall be determined in accordance with the then-current Prospectus of the Load Fund.
5. Issuance of Shares.
The Trust reserves the right to issue, transfer or sell Load Shares at net asset values (a) in connection with the merger or consolidation of the Trust or the Load Fund(s) with any other investment company or the acquisition by the Trust or the Load Fund(s) of all or substantially all of the assets or of the outstanding Shares of any other investment company; (b) in connection with a pro rata distribution directly to the holders of Shares in the nature of a stock dividend or split; (c) upon the exercise of subscription rights granted to the holders of Shares on a pro rata basis; (d) in connection with the issuance of Load Shares pursuant to any exchange and reinvestment privileges described in any then-current Prospectus of the Load Fund; and (e) otherwise in accordance with any then-current Prospectus of the Load Fund.
6. Term, Duration and Termination.
This Agreement shall become effective with respect to each Fund as of the date first written above (the "Effective Date") (or, if a particular Fund is not in existence on such date, on the earlier of the date an amendment to Schedule A to this Agreement relating to that Fund is executed or the Distributor begins providing services under this Agreement with respect to such Fund) and, unless sooner terminated as provided herein, shall continue through February 29, 2008. Thereafter, if not terminated, this Agreement shall continue with respect to a particular Fund automatically for successive one-year terms, provided that such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Trust's Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting for the purpose of voting on such approval and (b) by the vote of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of such Fund. This Agreement is terminable without penalty with sixty days' prior written notice, by the Trust's Board of Trustees, by vote of a majority of the outstanding voting securities of the Trust, or by the Distributor. This Agreement will also terminate automatically in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meaning as ascribed to such terms in the 1940 Act.)
7. Privacy.
Nonpublic personal financial information relating to consumers or customers of the Funds provided by, or at the direction of, the Trust to the Distributor, or collected or retained by the Distributor to perform its duties as distributor, shall be considered confidential information. The Distributor shall not disclose or otherwise use any nonpublic personal financial information relating to present or former shareholders of the Funds other than for the purposes for which that information was disclosed to the Distributor, including use under an exception in Rules 13, 14 or 15 of Securities and Exchange Commission Regulation S-P in the ordinary course of business to carry out those purposes. The Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to consumers and customers of the Funds. The Trust represents to the Distributor that it has adopted a Statement of its privacy policies and practices as required by Securities and Exchange Commission Regulation S-P and agrees to provide the Distributor with a copy of that statement annually.
8. Anti-Money Laundering Compliance.
8.1 Each of Distributor and the Trust acknowledges that it is a financial institution subject to the USA Patriot Act of2001 and the Bank Secrecy Act (collectively, the "AML Acts"), which require, among other things, that financial institutions adopt compliance programs to guard against money laundering. Each represents and warrants to the other that it is in compliance with and will continue to comply with the AML Acts and applicable regulations in all relevant respects. The Distributor shall also provide written notice to each person or entity with which it entered an agreement prior to the date hereof with respect to sale of the Trust's Shares, such notice informing such person of anti-money laundering compliance obligations applicable to financial institutions under applicable laws and, consequently, under applicable contractual provisions requiring compliance with laws.
8.2 The Distributor shall include specific contractual provisions regarding anti-money laundering compliance obligations in agreements entered into by the Distributor with any dealer that is authorized to effect transactions in Shares of the Trust.
8.3 Each of Distributor and the Trust agrees that it will take such further steps, and cooperate with the other as may be reasonably necessary, to facilitate compliance with the AML Acts, including but not limited to the provision of copies of its written procedures, policies and controls related thereto ("AML Operations"). Distributor undertakes that it will grant to the Trust, the Trust's anti-money laundering compliance officer and regulatory agencies, reasonable access to copies of Distributor's AML Operations, books and records pertaining to the Trust only. It is expressly understood and agreed that the Trust and the Trust's compliance officer shall have no access to any of Distributor's AML Operations, books or records pertaining to other clients of Distributor.
9. Notices.
Any notice provided hereunder shall be sufficiently given when sent by registered or certified mail to the party required to be served with such notice at the following address: if to the Trust, to it at 3435 Stelzer Road, Columbus, Ohio 43219 Attention: President, The Coventry Group; and if to Distributor, to it at 100 Summer Street, Boston, Massachusetts 02110, Attn: Broker Dealer Chief Compliance Officer, or at such other address as such party may from time to time specify in writing to the other party pursuant to this Section.
10. Confidentiality.
During the term of this Agreement, the Distributor and the Adviser may have
access to confidential information relating to such matters as either party's
business, trade secrets, systems, procedures, manuals, products, contracts,
personnel, and clients. As used in this Agreement, "Confidential Information"
means information belonging to the Distributor or the Adviser which is of value
to such party and the disclosure of which could result in a competitive or other
disadvantage to either party, including, without limitation, financial
information, business practices and policies, know-how, trade secrets, market or
sales information or plans, customer lists, business plans, and all provisions
of this Agreement. Confidential Information includes information developed by
either party in the course of engaging in the activities provided for in this
Agreement, unless: (i) the information is or becomes publicly known without
breach of this Agreement, (ii) the information is disclosed to the other party
by a third party not under an obligation confidentiality to the party whose
Confidential Information is at issue of which the party receiving the
information should reasonably be aware, or (iii) the information is
independently developed by a party without reference to the other's Confidential
Information. Each party will protect the other's Confidential Information with
at least the same degree of care it uses with respect to its own Confidential
Information, and will not use the other party's Confidential Information other
than in connection with its duties and obligations hereunder. Notwithstanding
the foregoing, a party may disclose the other's Confidential Information if (i)
required by law, regulation or legal process or if requested by any Agency; (ii)
it is advised by counsel that it may incur liability for failure to make such
disclosure; (iii) requested to by the other party; provided that in the event of
(i) or (ii) the disclosing party shall give the other party reasonable prior
notice of such disclosure to the extent reasonably practicably and cooperate
with the other party (at such other party' s expense) in any efforts to prevent
such disclosure.
10. Governing Law
This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the 1940 Act.
11. Prior Agreements
This Agreement constitutes the complete agreement of the parties as to the subject matter covered by this Agreement, and supersedes all prior negotiations, understandings and agreements bearing upon the subject matter covered by this Agreement.
12. Amendments
No amendment to this Agreement shall be valid unless made in writing and executed by both parties hereto.
13. Matters Relating to the Trust as a Massachusetts Business Trust
It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but shall bind only the trust property of the Trust. The execution and delivery of this Agreement have been authorized by the Trustees, and this Agreement has been signed and delivered by an authorized officer of the Trust, acting as such, and neither such authorization by the Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on them personally, but shall bind only the trust property of the Trust as provided in the Trust's Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first written above.
The Coventry Group
Foreside Distribution Services, LP
SCHEDULE A
FUNDS
1st Source Monogram Income Equity Fund
1st Source Monogram Income Fund
1st Source Monogram Long/Short Fund
SCHEDULE B
DISTRIBUTION PLAN
This Plan (the "Plan") constitutes the distribution and shareholder service plan of The Coventry Group, a Massachusetts business trust (the "Trust"), adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"). The Plan relates to those investment portfolios ("Funds") identified on Schedule A to the Trust's Distribution Agreement and as amended from time to time (the "Distribution Plan Funds").
Section 1. Each Distribution Plan Fund shall pay to Foreside Distribution Services, LP, the distributor (the "Distributor") of the Funds' shares of beneficial interest (the "Shares") a fee in an amount not to exceed on an annual basis .25% of the average daily net asset value of such Fund (the "12b-1 Fee") for: (i) (a) efforts of the Distributor expended in respect of or in furtherance of sales of Shares, and (b) to enable the Distributor to make payments to banks and other institutions and broker/dealers (a "Participating organization") for distribution assistance pursuant to an agreement with the Participating organization; (ii) reimbursement of expenses (a) incurred by the Distributor, and (b) incurred by a Participating organization pursuant to an agreement in connection with distribution assistance including, but not limited to, the reimbursement of expenses relating to printing and distributing prospectuses to persons other than Shareholders of such Distribution Plan Fund, printing and distributing advertising and sales literature and reports to Shareholders for use in connection with the sales of Shares, processing purchase, exchange and redemption request from customers and placing orders with the Distributor or the Distribution Plan Fund's transfer agent, and personnel and communication equipment used in servicing Shareholder accounts and prospective shareholder inquiries; (iii) (a) efforts of the Distributor expended in servicing shareholders holding Shares, and (b) to enable the Distributor to make payments to a Participating organization for shareholder services pursuant to an agreement with the Participating organization; and (iv) reimbursement of expenses (a) incurred by the Distributor, and (b) incurred by a Participating organization pursuant to' an agreement in connection with shareholder service including, but not limited to, personal, continuing services to investors in the Shares of such Distribution Plan Fund, and providing office space, equipment, telephone facilities and various personnel including clerical, supervisory and computer, as is necessary or beneficial in connection therewith.
For purposes of the Plan, a Participating organization may include the Distributor or any of its affiliates or subsidiaries.
Section 2. The 12b-I Fee shall be paid by the Distribution Plan Funds to the Distributor only to compensate or to reimburse the Distributor for payments
or expenses incurred pursuant to Section 1.
Section 3. The Plan shall not take effect with respect to a Distribution Plan Fund until it has been approved by a vote of the initial shareholder of such Fund.
Section 4. The Plan shall not take effect until it has been approved, together with any related agreements, by votes of the majority (or whatever greater percentage may, from time to time, be required by Section 12(b) of the 1940 Act or the rules and regulations thereunder) of both (a) the Trustees of the Trust, and (b) the Independent Trustees of the Trust cast in person at a meeting called for the purpose of voting on the Plan or such agreement.
Section 5. The Plan shall continue in effect for a period of more than one
year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of the Plan in
Section 4.
Section 6. Any person authorized to direct the disposition of monies paid or payable by the Distribution Plan Funds pursuant to the Plan or any related .agreement shall provide to the Trustees of the Trust, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
Section 7. The Plan may be terminated at any time as to a Distribution Plan Fund by vote of a majority of the Independent Trustees, or by vote of a majority of a Distribution Plan Fund's outstanding voting securities.
Section 8. All agreements with any person relating to implementation of the Plan shall be in writing, and any agreement related to the Plan shall provide:
(a) That such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the Distribution Plan Fund, on not more than 60 days' written notice to any other party to the agreement; and
(b) That such agreement shall terminate automatically in the event of its assignment.
Section 9. The Plan may not be amended to increase materially the amount of distribution expenses permitted pursuant to Section 1 hereof without approval in the manner provided in Section 3 hereof, and all material amendments to the Plan shall be approved in the manner provided for approval of the Plan in Section 4.
Section 10. As used in the Plan, (a) the term "Independent Trustees" shall mean those Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of the Plan or any agreements related to it, and (b) the terms "assignment", "interested person" and "majority of the outstanding voting securities" shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.
SCHEDULE C
COMPENSATION OF THE DISTRIBUTOR
1. BASIC DISTRIBUTION SERVICES. For providing the distribution entity and related infrastructure and platform, including requisite registrations and qualifications, premises, personnel, compliance, ordinary fund board meeting preparation, maintenance of selling agreements, clearance of advertising and sales literature with regulators, filing appropriate documentation for advisory representatives to qualify as registered representatives of the Distributor (provided that the Adviser is solely responsible for its representatives' meeting examination requirements) and their related registrations and fees, ordinary supervisory services, overhead, Financial Research Corporation's Mutual Fund Views on the News and Monitor publications, and return on investment, the Distributor shall receive an annual fee of$18,750, billed monthly.
2. SPECIAL DISTRIBUTION SERVICES. For special distribution services, including those set forth on Schedule D to this Agreement, such as additional personnel, registrations, marketing services, printing and fulfillment, website services, proprietary distribution expertise for particular circumstances, and any other services in addition to the basic distribution services covered by Paragraph 1 above, the Distributor shall be reimbursed promptly upon invoicing its expenses for such services, including: (a) all costs to support additional personnel; (b) regulatory fees including NASD CRD costs associated with marketing materials; and (c) printing, postage and fulfillment costs, and (d) amounts payable under additional agreements to which Distributor is a party.
3. SPECIAL CONDUIT SITUATIONS. If the Distribution Plan, or any other Fund plans of distribution under Rule 12b-1 that contemplate up front and/or recurring commission and/or service payments to broker dealers, retirement plan administrators or others by the Distributor with respect to back-end loads, level loads, or otherwise, unless expressly agreed otherwise in writing between the parties, all such payments shall be made to the Distributor, which shall act as a conduit for making such payments to such brokerdealers, retirement plan administrators or others.
4. OTHER PAYMENTS BY THE DISTRIBUTOR. If the Distributor is required to make any payments to third parties in respect of distribution, which payments are contemplated by the parties to the distribution agreement or otherwise arise in the ordinary course of business, the Distributor shall be promptly reimbursed for such payments upon invoicing them.
5. FEE ADJUSTMENTS. The fixed fees and other fees expressed as stated dollar amounts in this Schedule C and in this Agreement are subject to annual increases, commencing on the one-year anniversary date of the date of this Agreement, in an amount equal to the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled "All Services Less Rent of Shelter," or a similar index should such index no longer be published, since such one-year anniversary or since the date of the last fee increase, as applicable.
SCHEDULE D
SPECIAL DISTRIBUTION SERVICES AND FEES
SERVICES FEES ------------------------------------- ---------------------------------------- [TO BE UPDATED] [TO BE UPDATED] |
Expenses Applicable to Special Distribution Services
Except as expressly set forth above, out-of-pocket expenses incurred by Distributor in the performance of its services under this Agreement are not included in the above fees. Such out-of pocket expenses may include, without limitation:
- reasonable travel and entertainment costs;
- expenses incurred by the Distributor in qualifying, registering and maintaining the registration of the Distributor and each individual comprising Wholesaling Personnel as a registered representative of the Distributor under applicable federal and state laws and rules of the NASD, e.g., CRD fees and state fees;
- sponsorships, Promotions, Sales Incentives;
- any and all compensation to be paid to a third party as paying agent for distribution activities (platform fees, finders fees, sub-TA fees, 12b-l pass thru, commissions, etc.);
- costs and expenses incurred for telephone service, photocopying and office supplies;
- advertising costs;
- costs for printing, paper stock and costs of other materials, electronic transmission, courier, talent utilized in sales materials (e.g. models), design output, photostats, photography, and illustrations;
- packaging, shipping, postage, and photocopies; and
- taxes that are paid or payable by the Distributor or its affiliates in connection with its services hereunder, other than taxes customarily and actually imposed upon the income that the Distributor receives hereunder.
Exhibit (h)(6)
COMPLIANCE SERVICES AGREEMENT
AGREEMENT effective as of the 27th day of September, 2004, between Coventry Group (the "Trust"), a Massachusetts business trust having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and BISYS FUND SERVICES OHIO, me. ("BISYS"), an Ohio corporation having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219.
WHEREAS, the Trust is a registered investment company, and will become subject to the requirements of Rule 38a-1 under the 1940 Act, which requires each registered investment company to adopt policies and procedures that are reasonably designed to prevent it from violating the federal securities laws;
WHEREAS, BISYS performs certain management and administration services for the Trust under an administration agreement between BISYS and the Trust (the "Administration Agreement");
WHEREAS, BISYS offers compliance services through its ComplianceEDGE program, which may be tailored to create a compliance program for the Trust;
WHEREAS, the Trust desires that BISYS provide its Compliance EDGE program services in connection with the institution of a more comprehensive compliance program for the Trust;
WHEREAS, BISYS is willing to perform the services enumerated in this Agreement on the terms and conditions set forth in this Agreement; and
WHEREAS, BISYS and the Trust wish to enter into this Agreement in order to set forth the terms under which BISYS will perform the services enumerated herein on behalf of the Trust, and to supplement and clarify certain provisions of the Administration Agreement.
NOW, THEREFORE, in consideration of the covenants herein contained, the Trust and BISYS hereby agree as follows:
1. Compliance Services.
(a) The parties mutually agree to coordinate and cooperate in connection with the creation and implementation of written compliance polices and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust (the "Board") to be reasonably designed to prevent the Trust from violating the provisions of the Federal securities laws applicable to the Trust (the "Applicable Securities Laws"), as required under Rule 38a-1 under the 1940 Act.
(b) The Trust agrees to provide BISYS with copies of its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers to furnish) all such additional information as may reasonably relate to the
design and implementation of the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust other than BISYS. BISYS shall review and evaluate all such existing information and coordinate the creation of a written document or documents designed to embody the overall fund compliance program and the oversight of the compliance programs of the service providers to the Trust as provided in Rule 38a-1 ("Service Providers"). Drafts shall be prepared by BISYS in consultation with the Trust and its counsel and shall be submitted for review and comment. Upon approval by the Board, such documents or documents shall become effective as the fund compliance program required under Rule 38a-l (as amended from time to time upon the approval of the Board, the "Fund Compliance Program").
(c) BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make an individual available to serve as the Trust's Chief Compliance Officer to administer the Fund Compliance Program, to the extent provided in Section 3(a) below; (ii) assist the Trust in developing and implementing the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) assist the Trust in the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of Service Providers; (iv) provide support services to the Chief Compliance Officer of the Trust, including support for conducting an annual review of the Fund Compliance Program; (v) assist in developing standards for reports to the Board by BISYS and other Service Providers; (vi) assist in developing standards for reports to the Board by the Chief Compliance Officer; and (vi) assist in preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers.
2. Other Services.
(a) Sub-Certifications. To assist the Trust in connection with its obligations under the Sarbanes-Oxley Act of 2002, Rule 30a-2 under the 1940 Act, and related laws (collectively, "Sarbanes-Oxley"), BISYS will internally establish and maintain its own controls and procedures designed to ensure that information recorded, processed, summarized, or reported by BISYS on behalf of the Trust and included in the Trust's reports on Form N-CSR and any other reports required to be certified pursuant to Sarbanes-Oxley (collectively, "Reports") is (i) recorded, processed, summarized, and reported by BISYS within the time periods specified in the Commission's rules and forms and the trust's disclosure and control procedures (the "Trust DCPs"), and (ii) communicated to the relevant officers of the Trust who are required to certify Reports under Sarbanes-Oxley ("Certifying Officers"), in a manner consistent with the Trust DCPs.
Solely for the purpose of providing a Certifying Officer with a basis for his or her certification of any Report, BISYS will (i) provide a sub-certification with respect to BISYS' services during any fiscal period in which BISYS served as a financial
administrator to the Trust consistent with the requirements of the certification required under Sarbanes-Oxley and/or (ii) inform the Certifying Officers of any reason why all or part of such required certification would be inaccurate. In rendering any such sub certification, BISYS may (i) limit its representations to information prepared, processed and reported by BISYS; (ii) rely upon and assume the accuracy of the information provided by officers (other than employees or officers of BISYS) and other authorized agents of the Trust, including all other Service Providers, and compliance by such officers and agents with the Trust DCPs; and (iii) assume that the Trust has selected appropriate accounting policies for the Fund(s).
The Trust shall assist and cooperate with BISYS (and shall cause its officers and other Service Providers to assist and cooperate with BISYS) to facilitate the delivery of information requested by BISYS in connection with the preparation of any Report, so that BISYS may submit a draft of such Report to the Trust's DCP Committee prior to the date it is to be filed.
3. Provision of Executive Officers
(a) Provision of Chief Compliance Officer. At the election of the Trust, in
connection with the compliance services to be rendered by BISYS pursuant to
Section I above, and subject to the provisions of this Section 3(a) and to
Section 3(d) below, BISYS agrees to make available to the Trust a person to
serve as the Trust's chief compliance officer responsible for administering the
Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-l (the
"Chief Compliance Officer"). BISYS' obligation in this regard shall be met by
providing an appropriately qualified employee or agent of BISYS (or its
affiliates) who, in the exercise of his or her duties to the Trust, shall act in
good faith and in a manner reasonably believed by him or her to be in the best
interests of the Trust. In the event that the employment relationship or
independent contractor agency relationship between BISYS and any person made
available by BISYS to serve as Chief Compliance Officer terminates for any
reason, BISYS shall have no further responsibility to provide the services of
that particular person, and shall have no responsibility whatsoever for the
services to the Trust or other activities of such person provided or occurring
after such termination regardless of whether or not the Board terminates such
person as Chief Compliance Officer. In such event, upon the request of the
Trust, BISYS will employ reasonable good faith efforts to make another person
available to serve as the Chief Compliance Officer.
In connection with BISYS' commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, BISYS shall pay a level of total compensation to such person as is consistent with BISYS' compensation of employees having similar duties, similar seniority, and working at the same or similar geographical 10cation.BISYS shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence.
The Trust will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder on
behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and ensure the cooperation of the investment adviser, the custodian and any other Service Providers to the Trust, as well as Trust counsel, independent Trustee counsel and the Trust's independent accountants (collectively, the "Other Providers"), and assist the Chief Compliance Officer and BISYS in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-l. In addition, the Trust shall provide the Chief Compliance Officer with appropriate access to the executive officers and trustees of the Trust, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program.
Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the Trust), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws.
BISYS agrees to provide the services set forth in Section 1 pertaining to the Fund Compliance Program, whether or not the person serving as Chief Compliance Officer is an employee or agent of BISYS. In the event that the employment relationship or independent contractor agency relationship between BISYS and a person made available by BISYS serving as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to make that particular person available, and shall have no responsibility concerning such person's services after the date the Trust is notified of such termination. In such event, upon the request of the Trust, BISYS will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer.
(b) Provision of Certifying Officer(s). Subject to the provisions of this
Section 3(b) and Section 3(d) below, BISYS shall make a BISYS employee available
to the Trust to serve, upon designation as such by the Board, as the Chief
Financial Officer of the Trust or under such other title to perform similar
functions, and which is a Certifying Officer under Sarbanes-Oxley. BISYS'
obligation in this regard shall be met by providing an appropriately qualified
employee of BISYS (or its affiliates) who, in the exercise of his or her duties
to the Trust, shall act in good faith and in a manner reasonably believed by him
or her to be in the best interests of the Trust. BISYS shall select, and may
replace, the specific employee that it makes available to serve in the
designated capacity as a Certifying Officer, in BISYS's reasonable discretion,
taking into account such person's responsibilities concerning, and familiarity
with, the Trust's operations.
For so long as BISYS provides a Certifying Officer, the Trust DCPs shall contain (or the Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification of Reports by Certifying Officers, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows:
(i) The Trust shall establish and maintain a Disclosure Controls and Procedures Committee (the "DCP Committee") to evaluate the Trust DCPs in accordance with Rule 30a-3 under the 1940 Act.. The DCP Committee shall include (at a minimum) the Trust's Principal Executive Officer, Chief Financial Officer, and Chief Legal Officer (if any) and such other individuals as may be necessary or appropriate to enable the DCP Committee to ensure the cooperation of, and to oversee, each of the Trust's agents that records, processes, summarizes, or reports information contained in Reports (or any information from which such information is derived), including the Funds' Other Providers.
(ii) The Trust shall require (a) Service Providers to provide sub-certifications on internal controls, upon which the Certifying Officers may rely in certifying Reports, in form and content reasonably acceptable to the Certifying Officers and consistent with Sarbanes-Oxley, and (b) that such sub-certifications are delivered to the DCP Committee and the Certifying Officers sufficiently in advance of the DCP Committee meeting described in (iii) below.
(iii) The DCP Committee shall (a) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, are identified and prepared in a timeframe sufficient for it to review such disclosures, (b) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report, and (c) record its considerations and conclusions in a written memorandum sufficient for it to adequately to support conclusions pertaining to Trust DCPs as required by Item 9 of Form N-CSR or other Report. In conducting its review and evaluations, the DCP Committee shall:
(A) review SAS 70 reports pertaining to BISYS and other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the Service Providers;
(B) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Trust DCPs or internal controls over financial reporting that could adversely affect the Trust's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Trust's Certifying Officers, audit committee, and auditors;
(C) consider whether, to the knowledge of any member of the DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose the facts and circumstances thereof to the Certifying Officers, and the Trust's audit committee and auditors; and
(D) determine whether there was any change in internal controls over financial reporting that occurred during the Trust's most recent fiscal half-year that has materially affected or is reasonably likely to materially affect, the Trust's internal control over financial reporting.
A Certifying Officer shall have the full discretion to decline to certify a particular Report that fails to meet the standards set forth in the certification, and to report matters involving fraud or other failures to meet the standards of applicable law to the audit committee of the Board.
The Trust shall, in its own capacity, take all reasonably necessary and appropriate measures to comply with its obligations under Sarbanes-Oxley. Without limitation of the foregoing, except for those obligations which are expressly delegated to or assumed by BISYS in this Agreement, the Trust shall maintain responsibility for, and shall support and facilitate the role of each Certifying Officer and the DCP Committee in, designing and maintaining the Trust's DCPs in accordance with applicable laws.
(c) AML Compliance Officer. It is understood that the Trust is a financial institution subject to the law entitled Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism ("U.S.A. Patriot") Act of 2001 and the Bank Secrecy Act (collectively, the "AML Acts"), and is required to comply with the AML Acts and applicable regulations thereunder (collectively, the "Applicable AML Laws").
Subject to the provisions of this Section 3(c) and Section 3(d) below, BISYS agrees to make available to the Trust a person to serve as the Trust's anti-money laundering compliance officer ("AML Compliance Officer"). BISYS' obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. Subject to the relevant terms of the transfer agency or other services agreement under which BISYS provides certain anti-money laundering services to the Trust, the AML Compliance Officer will assist the Trust in operating the written anti-money laundering program adopted by the Board of the Trust and provided to BISYS (the "AML Program"), and shall perform the duties assigned to the AML Compliance Officer which are set forth in the AML Program.
The Trust shall provide copies of its anti-money laundering compliance reports and such other books and records of the Trust as the AMI.. Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder on behalf of the Trust. Each party also agrees to provide promptly to the other party (and to the AML Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable AML Laws (in relation to the Trust), and each party also agrees otherwise to assist the other party (and the AML Compliance Officer) in complying with the requirements of the AML Program and Applicable AML Laws. Each party agrees to retain a copy of all documents and records prepared,
maintained or obtained by it relating to shareholders and transactions for a period of at least five (5) years from the termination of the relationship with each such shareholder or the date of execution of each such transaction. The foregoing is not intended to limit any obligation to retain any specified records for any other period that may be specified in the AML Program or under Applicable AML Laws.
(d) Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that the Chief Compliance Officer and the Chief Financial Officer contemplated under the provisions of this Section 3 of this Agreement will be executive officers of the Trust ("Executive Officers"). In addition, the parties agree that the AML Compliance Officer shall be treated as an Executive Officer of the Trust for purposes of this Section 3(d). The provisions of Sections 3(a) - (c) are subject to the internal policies of BISYS concerning the activities of its employees and their service as officers of funds (the "BISYS Policies"), a copy of which shall be provided to the Trust upon request. The Trust's governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
The Trust shall provide coverage to each Executive Officer under its directors and officers liability policy that is appropriate to the Executive Officer's role and title, and consistent with coverage applicable to the other officers holding positions of executive management.
In appropriate circumstances, each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be (a) a material deviation from the BISYS Policies, (b) an ongoing pattern of conduct involving the continuous or repeated violation of Applicable AML Laws or Applicable Securities Laws, or ( c) a material deviation by the Trust from the terms of this Agreement governing the services of such Executive Officer that is not caused by such Executive Officer or BISYS. In addition, each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust or its Other Providers to make an informed determination regarding any of the matters listed above.
Each Executive Officer may, and the Trust shall, promptly notify BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Sarbanes-Oxley and other applicable laws).
Notwithstanding any provision of the Administration Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that BISYS cannot ensure that the Trust complies with Applicable AML Laws or the Applicable Securities Laws, and (b) whenever an employee or agent of BISYS serves as an Executive Officer of the Trust, as long as such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust (and would not otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust shall indemnify the Executive Officer and BISYS and hold the Executive Officer and BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of BISYS as an Executive Officer of the Trust.
4. Fees and Expenses
(a) BISYS shall be entitled to receive from the Trust the amounts set forth on Schedule A hereto, reflecting the amounts charged by BISYS for the performance of services under this Agreement. The fees hereunder shall be in addition to all fees and expenses charged by BISYS under the Administration Agreement.
(b) In addition to paying BISYS the fees set forth in Schedule A, the Trust agrees to reimburse BISYS for all of its actual out-of-pocket expenses reasonably incurred in providing services under this Agreement, including but not limited to the following:
(i) All out of pocket costs incurred in connection with BISYS' provision of Executive Officers to the Trust in connection with compliance services, including travel costs for attending Board meetings, conducting due diligence of Service Providers, and attending training conferences and seminars (plus the costs of training);
(ii) If applicable initially or from time to time hereafter, upon the approval of the Trust, costs to recruit a Chief Compliance Officer; and
(iii) The costs incurred by BISYS in connection with the Fund Compliance Program, including those incurred by or with respect to Other Providers, in providing reports to the Chief Compliance Officer under the Fund Compliance Program.
(c) All rights of compensation under this Agreement for services performed and for expense reimbursement shall survive the termination of this Agreement.
5. Information to be Furnished by the Trust
(a) The Trust has furnished or shall promptly furnish to BISYS copies of the following, as amended and current as of the date of this Agreement:
(i) The Fund Compliance Program or the various policies and procedures of the Trust that have been adopted through the date hereof which pertain to compliance matters that are required to be covered by the Fund Compliance Program, including the compliance programs of Service Providers other than BISYS, as necessary under Rule 38a-1 for inclusion in the Fund Compliance Program; and
(ii) The Trust DCPs.
(b) The Trust shall furnish BISYS written copies of any amendments to, or changes in, any of the items referred to in Section 5(a) hereof, forthwith upon such amendments or changes becoming effective. In addition, the Trust agrees that no amendments will be made to the AML Program, the Fund Compliance Program, or the Trust DCPs which might have the effect of changing the procedures employed by BISYS in providing the services agreed to hereunder or which amendment might affect the duties of BISYS hereunder unless the Trust first obtains BISYS' s approval of such amendments or changes, which approval shall not be withheld unreasonably.
(c) BISYS may rely on all documents furnished to it by the Trust and its agents in connection with the services to be provided under this Agreement, including any amendments to or changes in any of the items to be provided by the Trust pursuant to Section 5(a), and shall be entitled to indemnification in accordance with Section 6 below with regard to such reliance.
The Trust represents and warrants that (i) the provision of certain officers of the Trust by BISYS, as provided in Section 3 of this Agreement, has been approved by the Board, and (ii) each of the individuals nominated by BISYS as the Trust's AML Compliance Officer, Chief Compliance Officer, or Financial Officer has been approved and appointed as an officer of the Trust by the Board.
6. Term and Termination
(a) The compliance services to be rendered by BISYS under this Agreement (the "Compliance Services") shall commence upon the date of this Agreement and shall continue in effect for one (1) year, until September 26, 2005, unless earlier terminated pursuant to the terms of this Agreement. During such one year term, the Compliance Services may be terminated upon thirty (30) days notice in the event there is "cause," as defined in the Administration Agreement. Following the one year anniversary of the date of this Agreement, the Compliance Services may be terminated by either party for "cause," as provided above, or by providing the other party with ninety (90) days written notice of termination.
(b) The obligations of BISYS set forth in Section 3(c) above shall terminate automatically upon any termination of the transfer agency agreement under which BISYS provides transfer agency services to the Trust.
(c) Notwithstanding anything in this Agreement to the contrary, including but not limited to the provisions of Section 6(a), all of the obligations of BISYS hereunder shall terminate automatically upon any termination of the Administration Agreement.
7. Notice
Any notice provided hereunder shall be sufficiently given when sent by
registered or certified mail to the party required to be served with such notice
at the following address: if to the Trust, to President; Attn: R. Jeffrey Young,
at BISYS ; and if to BISYS, at 3435 Stelzer Road, Columbus, Ohio 43219; Attn:
Coventry Officer, or at such other address as such party may from time to time
specify in writing to the other party pursuant to this Section.
8. Governing Law and Matters Relating to the Trust as a Massachusetts Business Trust
This Agreement shall be construed in accordance with the laws of the State of Ohio and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of Ohio, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act of 1940, as amended, the latter shall control. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but shall bind only the trust property of the Trust. The execution and delivery of this Agreement have been authorized by the Trustees, and this Agreement has been signed and delivered by an authorized officer of the Trust, acting as such, and neither such authorization by the Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on them personally, but shall bind only the trust property of the Trust as provided in the Trust's Declaration of Trust.
9.Representations and Warranties
Each party represents and warrants to the other that this Agreement has been duly authorized and, when executed and delivered by it, will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
10. Miscellaneous
(a) Except as expressly provided in this Agreement, the terms of the Administration Agreement shall apply to the services rendered under this Agreement and the general provisions thereof shall be used on a residual basis to construe any issues arising under this Agreement that are not addressed by the express terms of this Agreement. Except as provided in this Agreement, the provisions of the Administration Agreement remain in full force and effect (including, without limitation, the term of the Agreement).
(b) The provisions set forth in this Agreement supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Administration Agreement.
(c) No amendment or modification to this Agreement shall be valid unless made in writing and executed by both parties hereto.
(d) Paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(e) This Agreement may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written.
COVENTRY GROUP
BISYS FUND SERVICES OHIO, INC.
SCHEDULE A
TO COMPLIANCE SERVICES AGREEMENT
Dated September 27, 2004
Compliance Services Fees
Compliance Services provided under this Agreement:
$50,000 one-time implementation fee*
and $75,000 annual fee per year
* One half of the implementation fee is due upon the execution of this Agreement and represents a non-refundable payment for access to BISYS' developed policies and procedures regarding general fund compliance program information. The balance shall be paid upon the initial approval by the Board of the Fund Compliance Program prepared by BISYS, as contemplated in Section 1 (b) above.
All annual fees set forth above shall be payable in equal monthly installments.
All recurring fees set forth above shall be subject to adjustment annually commencing on the one-year anniversary of the date of this Agreement by the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled "All Services Less Rent of Shelter" or a similar index should such index no longer be published.
Out of Pocket Expenses
Out of pocket expenses are not included in the above fees and shall also be paid to BISYS in accordance with the provisions of this Agreement.
Exhibit (h)(7)
AMENDMENT TO
COMPLIANCE SERVICES AGREEMENT
AMENDMENT made as of the 17th day of May, 2007, between COVENTRY GROUP (the "Trust"), a Massachusetts business trust having its place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and BISYS FUND SERVICES OHIO, INC. ("BISYS"), an Ohio corporation having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, to that certain Compliance Services Agreement, dated September 27, 2004, between the Trust and BISYS (as amended and in effect on the date hereof, the "Agreement"). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
WHEREAS, pursuant to the Agreement, BISYS performs certain compliance services for the Trust with respect to its investment portfolios (the "Funds");
WHEREAS, BISYS and the Trust desire to. amend and restate the fees payable by the Trust with respect to the compliance services to be provided to each of the Funds as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trust and BISYS hereby agree as follows:
1. Adoption of New Schedule A.
Schedule Schedule A of the Agreement, shall be replaced with a new Schedule A, attached hereto.
2. Representation and Warranties.
(a) The Trust represents (i) that it has full power and authority to enter
into and perform this Amendment on behalf of itself and as Trustee of the Funds
(ii) that this Amendment, and all information relating thereto has been
presented to and reviewed by the Board, and (iii) that the Board has approved
this Amendment.
(b) BISYS represents that it has full power and authority to enter into and perform this Amendment.
3. Effective Date.
This Amendment shall be effective as of April 1, 2007.
4. Miscellaneous.
(a) This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing
upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.
(b) Each reference to the Agreement in the Agreement (as it existed prior to this Amendment) and in every other agreement, contract or instrument to which the parties are bound, shall hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by both parties hereto.
(c) No amendment or modifications to this Agreement shall be valid unless made in writing and executed by both parties hereto.
( c) Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.
(d) This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.
COVENTRY GROUP By:
By: /s/ R Jeffrey Young ------------------------------------ Name: R. Jeffrey Young Title: President |
BISYS FUND SERVICES OHIO, INC.
By: /s/ Fred Naddaff ------------------------------------ Name: Fred Naddaff Title: President |
SCHEDULE A
TO COMPLIANCE SERVICES AGREEMENT
BETWEEN COVENTRY GROUP AND BISYS
Dated May 17, 2007
This Schedule A is effective as of April 1, 2007.
Fees
The annual fee per year payable by the Trust with respect to each of the Funds is set forth below:
151 Source Funds $27,326.76 Signal Funds $27,326.76 Boston Trust $27,326.76 |
All annual fees set forth above shall be payable in equal monthly installments.
In the event that Signal Funds is reorganized out of Coventry Group, the monthly installment payable by Coventry Group relating to the Signal Funds shall no longer be payable.
All recurring fees set forth above shall be subject to adjustment annually commencing on the one-year anniversary of the date of this Agreement by the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled "All Services Less Rent of Shelter" or a similar index should such index no longer be published.
Out of Pocket Expenses
Out of pocket expenses are not included in the above fees and shall also be paid to BISYS in accordance with the provisions of this Agreement.
Exhibit (i)
THOMPSON HINE ATLANTA BRUSSELS CINCINNATI CLEVELAND COLUMBUS DAYTON NEW YORK WASHINGTON, D.C.
July 25, 2007
The Coventry Group
3435 Stelzer Road
Columbus, OH 43219
Re: Opinion and Consent
Ladies and Gentlemen:
This letter is in response to your request for our opinion in connection with the filing of Post-Effective Amendment No. 127 to the Registration Statement, File Nos. 33-44964 and 811-6526 (the "Registration Statement"), of The Coventry Group (the "Trust").
We have examined a copy of the Trust's Declaration of Trust, the Trust's By-laws, the Trust's record of the various actions by the Trustees thereof, and all such agreements, certificates of public officials, certificates of officers and representatives of the Trust and others, and such other documents, papers, statutes and authorities as we deem necessary to form the basis of the opinion hereinafter expressed. We have assumed the genuineness of the signatures and the conformity to original documents of the copies of such documents supplied to us as copies thereof.
Based upon the foregoing, we are of the opinion that, after Post-Effective Amendment No. 127 is effective for purposes of applicable federal and state securities laws, the shares of 1st Source Monogram Income Equity Fund, 1st Source Monogram Income Fund and 1st Source Monogram Long/Short Fund (the "Funds"), each a series of the Trust, if issued in accordance with the then current Prospectus and Statement of Additional Information of the Funds, will be legally issued, fully paid and non-assessable.
We hereby give you our permission to file this opinion with the Securities and Exchange Commission as an exhibit to Post-Effective Amendment No. 127 to the Registration Statement. This opinion may not be filed with any subsequent amendment, or incorporated by reference into a subsequent amendment, without our prior written consent. This opinion is prepared for the Trust and its shareholders, and may not be relied upon by any other person or organization without our prior written approval.
Very truly yours,
Thompson Hine LLP
/s/ THOMPSON HINE LLP Thompson Hine LLP MVW/JMS |
EXHIBIT (j)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the references to our firm under the captions "Financial Highlights" in the Prospectus and "Independent Registered Public Accounting Firm" and "Financial Statements" in the Statement of Additional Information and to the incorporation by reference of our report dated May 24, 2007 on the financials statements and financial highlights of the 1st Source Monogram Funds, in Post-Effective Amendment Number 127 to the Registration Statement (Form N-1A, No. 033-44964), included in the Annual Report to Shareholders for the fiscal year ended March 31, 2007, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Columbus, Ohio
July 25, 2007
Exhibit (P)(2)
FORESIDE DISTRIBUTION SERVICES, L.P.
(F/K/A BISYS FUND SERVICES, LIMITED PARTNERSHIP)
FUNDS DISTRIBUTORS, INC.
PERFORMANCE FUNDS DISTRIBUTOR, INC.
BNY HAMILTON DISTRIBUTOR, INC.
(EACH, A "COMPANY" AND COLLECTIVELY, THE "COMPANIES")
CODE OF ETHICS
[AUGUST 1, 2007]
INTRODUCTION
This Code of Ethics (the "Code") has been adopted by the Companies. This Code pertains to the Companies' distribution services to registered management investment companies or series thereof, as well as those funds for which certain employees of the Companies (or an affiliate thereof) serve as an officer or director of a registered investment company ( "Fund Officer"), (each a "Fund" and as set forth on Appendix A(1)). This Code:
1. establishes standards of professional conduct;
2. establishes standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of a Fund may abuse their fiduciary duties to the Fund; and
3. addresses other types of conflict of interest situations.
Definitions of underlined terms are included in Appendix B.
Each Company, through its Principal Executive Officer or President, may impose internal sanctions should Access Persons of any Company (as identified on Appendix C) violate these policies or procedures. A registered broker-dealer and its personnel may be subject to various regulatory sanctions, including censure, suspension, fines, expulsion or revocation of registration for violations of securities rules, industry regulations and the firm's internal policies and procedures. In addition, negative publicity associated with regulatory investigations and private lawsuits can negatively impact and severely damage business reputation.
- the principal underwriter is an affiliated person of the Fund or of the Fund's adviser, or
- an officer, director, or general partner of the principal underwriter serves as an officer, director or general partner of the Fund or of the Fund's investment adviser.
A Fund Officer is permitted to report as an Access Person under this Code with respect to the Funds listed on Appendix A.
Furthermore, failure to comply with this Code is a very serious matter and may result in internal disciplinary action being taken. Such action can include, among other things, warnings, monetary fines, disgorgement of profits, suspension or termination. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.
Should Access Persons require additional information about this Code or have ethics-related questions, please contact the Review Officer, as defined under Section 8 below, directly.
1. STANDARDS OF PROFESSIONAL CONDUCT
Each Company forbids any Access Person from engaging in any conduct that is contrary to this Code. In addition, due to their positions, each Company also forbids any Access Person from engaging in any conduct that is contrary to each Company's Insider Trading Policy. Furthermore, certain persons subject to the Code are also subject to other restrictions or requirements that affect their ability to open securities accounts, effect securities transactions, report securities transactions, maintain information and documents in a confidential manner and other matters relating to the proper discharge of their obligations to the Company or to a Fund.
Each Company has always held itself and its employees to the highest ethical standards. Although this Code is only one manifestation of those standards, compliance with its provisions is essential. Each Company adheres to the following standards of professional conduct, as well as those specific policies and procedures discussed throughout this Code:
(a) FIDUCIARY DUTIES. Each Company and its Access Persons are fiduciaries and shall
- act solely for the benefit of the Funds; and
- place each Fund's interests above their own
(b) COMPLIANCE WITH LAWS. Access Persons shall maintain knowledge of and comply with all applicable federal and state securities laws, rules and regulations, and shall not knowingly participate or assist in any violation of such laws, rules or regulations.
It is unlawful for Access Persons to use any information concerning a security held or to be acquired by a Fund, or their ability to influence any investment decisions, for personal gain or in a manner detrimental to the interests of a Fund.
Access Persons shall not, directly or indirectly in connection with the purchase or sale of a security held or to be acquired by a Fund:
(i) employ any device, scheme or artifice to defraud a Fund or engage in any manipulative practice with respect to a Fund;
(ii) make to a Fund any untrue statement of a material fact or omit to state to a Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
(iii) engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon a Fund; or
(iv) engage in any manipulative practice with respect to securities, including price manipulation.
(c) CORPORATE CULTURE. Access Persons, through their words and actions, shall act with integrity, encourage honest and ethical conduct, and adhere to a high standard of business ethics.
(d) PROFESSIONAL MISCONDUCT. Access Persons shall not engage in any professional conduct involving dishonesty, fraud, deceit, or misrepresentation or commit any act that reflects adversely on their honesty, trustworthiness, or professional competence. Access Persons shall not knowingly misrepresent, or cause others to misrepresent, facts about a Company to a Fund, a Fund's shareholders, regulators or any member of the public. Disclosure in reports and documents should be fair and accurate.
(e) DISCLOSURE OF CONFLICTS. As a fiduciary, each Company has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of a Fund. Compliance with this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any Fund. Access Persons must try to avoid situations that have even the appearance of conflict or impropriety.
Access Persons shall support an environment that fosters the ethical resolution of, and appropriate disclosure of, conflicts of interest.
This Code prohibits inappropriate favoritism of one Fund over another that would constitute a breach of fiduciary duty. Access Persons shall comply with any prohibitions on activities imposed by a Company if a conflict of interest exists.
(f) UNDUE INFLUENCE. Access Persons shall not cause or attempt to cause any Fund to purchase, sell or hold any security in a manner calculated to create any personal benefit to them.
(g) CONFIDENTIALITY AND PROTECTION OF MATERIAL NONPUBLIC INFORMATION. Information concerning the identity of portfolio holdings and financial circumstances of a Fund is confidential. Access Persons are responsible for safeguarding nonpublic information about portfolio recommendations and fund holdings. Except as required in the normal course of carrying out their business responsibilities AND as permitted by the Funds' policies and procedures, Access Persons shall not reveal information relating to the investment intentions or activities of any Fund, or securities that are being considered for purchase or sale on behalf of any Fund.
Each Company shall be bound by a Fund's policies and procedures with regard to disclosure of an investment company's identity, affairs and portfolio holdings. The obligation to safeguard such Fund information would not preclude Access Persons from providing necessary information to, for example, persons providing services to a Company or a Fund's account such
as brokers, accountants, custodians and fund transfer agents, or in other circumstances when the Fund consents, as long as such disclosure conforms to the Fund's portfolio holdings disclosure policies and procedures.
In any case, Access Persons shall not:
- trade based upon confidential, proprietary information where Fund trades are likely to be pending or imminent; or
- use knowledge of portfolio transactions of a Fund for personal benefit or the personal benefit of others
(h) PERSONAL SECURITIES TRANSACTIONS. All personal securities transactions shall be conducted in such a manner as to be consistent with this Code and to avoid any actual or potential conflict of interest or any abuse of any Access Person's position of trust and responsibility.
(i) GIFTS. Access Persons shall not accept or provide anything in excess of $100.00 (per individual per year) or any other preferential treatment, in each case as a gift, to or from any broker-dealer or other entity with which a Company or a Fund does business;
(j) SERVICE ON BOARDS. Access Persons shall not serve on the boards of directors of publicly traded companies, absent prior authorization based upon a determination by the Review Officer (or if the Review Officer, by the Principal Executive Officer or President of the Company) that the board service would be consistent with the interests of the Company, a Fund and its shareholders.
(k) PROHIBITION AGAINST MARKET TIMING. Access Persons shall not engage in market timing of shares of Reportable Funds (a list of which are provided in Appendix D). For purposes of this section, a person's trades shall be considered 'market timing' if made in violation of any stated policy in the Fund's prospectus.
2. WHO IS COVERED BY THIS CODE
All Access Persons, in each case only with respect to those Funds as listed on Appendix A, shall abide by this Code. Access Persons are required to comply with specific reporting requirements as set forth in Sections 3 and 4 of this Code.
3. PROHIBITED TRANSACTIONS
(A) BLACKOUT PERIOD. Access Persons shall not purchase or sell a Reportable Security in an account in their name, or in the name of others in which they hold a beneficial ownership interest, if they had actual knowledge at the time of the transaction that, during the 24 hour period immediately preceding or following the transaction, the security was purchased or sold or was considered for purchase or sale by a Fund.
(B) REQUIREMENT FOR PRE-CLEARANCE. Access Persons must obtain PRIOR written approval from the designated Review Officer before:
(i) directly or indirectly acquiring beneficial ownership in securities in an initial public offering for which no public market in the same or similar securities of the issue has previously existed; and
(ii) directly or indirectly acquiring beneficial ownership in securities in a private placement.
In determining whether to pre-clear the transaction, the Review Officer designated under Section 8 shall consider, among other factors, whether such opportunity is being offered to the Access Person by virtue of their position with the Fund.
(C) FUND OFFICER PROHIBITION. No Fund Officer shall directly or indirectly seek to obtain information (other than that necessary to accomplish the functions of the office) from any Fund portfolio manager regarding (i) the status of any pending securities transaction for a Fund or (ii) the merits of any securities transaction contemplated by the Fund Officer.
4. REPORTING REQUIREMENTS OF ACCESS PERSONS
(A) REPORTING. Access Persons must report the information described in this
Section with respect to transactions in any Reportable Security in which they
have, or by reason of such transaction acquire, any direct or indirect
beneficial ownership. They must submit the appropriate reports to the designated
Review Officer or his or her designee, unless they are otherwise required by a
Fund, pursuant to a Code of Ethics adopted by the Fund, to report to the Fund or
another entity.
(B) EXCEPTIONS FROM REPORTING REQUIREMENT OF SECTION 4. Access Persons need not submit:
(i) any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control;
(ii) a quarterly transaction report with respect to transactions effected pursuant to an automatic investment plan. However, any transaction that overrides the pre-set schedule or allocations of the automatic investment plan must be included in a quarterly transaction report;
(iii) a quarterly transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the Company holds in its records so long as the Company receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter.
(C) INITIAL HOLDING REPORTS. No later than ten (10) days after a person becomes an Access Person, the person must report the following information:
(i) the title, type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Reportable Security (whether or not publicly traded) in which the person has any direct or indirect beneficial ownership as of the date they became an Access Person;
(ii) the name of any broker, dealer or bank with whom the person maintains an account in which any securities were held for the Access Person's direct or indirect benefit as of the date they became an Access Person; and
(iii) the date that the report is submitted by the Access Person.
The information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.
(D) QUARTERLY TRANSACTION REPORTS. No later than thirty (30) days after the end of a calendar quarter, each Access Person must submit a quarterly transaction report which report must cover, at a minimum, all transactions during the quarter in a Reportable Security (whether or not publicly traded) in which the Access Person had any direct or indirect beneficial ownership, and provide the following information:
(i) the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Reportable Security involved;
(ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
(iii) the price of the Reportable Security at which the transaction was effected;
(iv) the name of the broker, dealer or bank with or through which the transaction was effected; and
(v) the date that the report is submitted.
(E) NEW ACCOUNT OPENING; QUARTERLY NEW ACCOUNT REPORT. Each Access Person shall provide written notice to the Review Officer PRIOR to opening any new account with any entity through which a Reportable Securities (whether or not publicly traded) transaction may be effected for which the Access Person has direct or indirect beneficial ownership.
In addition, no later than thirty (30) days after the end of a calendar quarter, each Access Person must submit a quarterly new account report with respect to any account established by such a person in which any Reportable Securities (whether or not publicly traded) were held during the quarter for the direct or indirect benefit of the Access Person. The Quarterly New Account Report shall cover, at a minimum, all accounts at a broker-dealer, bank or other institution opened during the quarter and provide the following information:
(1) the name of the broker, dealer or bank with whom the Access Person has established the account;
(2) the date the account was established; and
(3) the date that the report is submitted by the Access Person.
(F) ANNUAL HOLDINGS REPORTS. Annually, each Access Person must report the following information (which information must be current as of a date no more than forty-five (45) days before the report is submitted):
(i) the title, type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Reportable Security (whether or not publicly traded) in which the Access Person had any direct or indirect beneficial ownership;
(ii) the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities are held for the Access Person's direct or indirect benefit; and
(iii) the date that the report is submitted by the Access Person.
(G) ALTERNATIVE REPORTING. The submission to the Review Officer of duplicate broker trade confirmations and statements on all securities transactions required to be reported under this Section shall satisfy the reporting requirements of Section 4. The annual holdings report may be satisfied by confirming annually, in writing, the accuracy of the information delivered by, or on behalf of, the Access Person to the Review Officer and recording the date of the confirmation.
(H) REPORT QUALIFICATION. Any report may contain a statement that the report shall not be construed as an admission by the person making the report that he or she has any direct or indirect beneficial ownership in the Reportable Securities to which the report relates.
(I) PROVIDING ACCESS TO ACCOUNT INFORMATION. Covered Persons will promptly:
(i) provide full access to a Fund, its agents and attorneys to any and all records and documents which a Fund considers relevant to any securities transactions or other matters subject to the Code;
(ii) cooperate with a Fund, or its agents and attorneys, in investigating any securities transactions or other matter subject to the Code;
(iii) provide a Fund, its agents and attorneys with an explanation (in writing if requested) of the facts and circumstances surrounding any securities transaction or other matter subject to the Code; and
(iv) promptly notify the Review Officer or such other individual as a Fund may direct, in writing, from time to time, of any incident of noncompliance with the Code by anyone subject to this Code.
(J) CONFIDENTIALITY OF REPORTS. Transaction and holding reports will be maintained in confidence, expect to the extent necessary to implement and enforce the provisions of this Code or to comply with requests for information from government agencies.
5. ACKNOWLEDGEMENT AND CERTIFICATION OF COMPLIANCE
Each Access Person is required to acknowledge in writing, initially and annually (in the form of Attachment A), that the person has received, read and understands the Code (and in the
case of any amendments thereto, shall similarly acknowledge such amendment) and recognizes that they are subject to the Code. Further, each such person is required to certify annually that they have:
- read, understood and complied with all the requirements of the Code;
- disclosed or reported all personal securities transactions pursuant to the requirements of the Code; and
- not engaged in any prohibited conduct.
If a person is unable to make the above representations, they shall report any violations of this Code to the Review Officer.
6. REPORTING VIOLATIONS
Access Persons shall report any violations of this Code promptly to the Review Officer, unless the violations implicate the Review Officer, in which case the individual shall report to the Principal Executive Officer or President of the Company, as appropriate. Such reports will be confidential, to the extent permitted by law, and investigated promptly and appropriately. Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of this Code.
Reported violations of the Code will be investigated and appropriate actions will be taken. Types of reporting that are required include, but are not limited to:
- Noncompliance with applicable laws, rules and regulations
- Fraud or illegal acts involving any aspect of the firm's business
- Material misstatements in regulatory filings, internal books and records, Fund records or reports
- Activity that is harmful to a Fund, including Fund shareholders
- Deviations from required controls and procedures that safeguard a Fund or a Company
Access Persons should seek advice from the Review Officer with respect to any action or transaction that may violate this Code and refrain from any action or transaction that might lead to the appearance of a violation. Access Persons should report apparent or suspected violations in addition to actual or known violations of this Code.
7. TRAINING
Training with respect to the Code will occur periodically and all Access Persons are required to attend any training sessions or read any applicable materials. Training may include, among other things (1) periodic orientation or training sessions with new and existing personnel to remind them of their obligations under the Code and/or (2) certifications that Access Persons have read and understood the Code, and require re-certification that the person has re-read, understands and has complied with the Code.
8. REVIEW OFFICER
(A) DUTIES OF REVIEW OFFICER. The Chief Compliance Officer of the Company has been appointed by the President of the Company as the Review Officer to:
(i) review all securities transaction and holdings reports and shall maintain the names of persons responsible for reviewing these reports;
(ii) identify all persons subject to this Code and promptly inform each person of the requirements of this Code and provide them with a copy of the Code and any amendments;
(iii) compare, on a quarterly basis, all Reportable Securities transactions with each Fund's completed portfolio transactions to determine whether a Code violation may have occurred;
(iv) maintain signed acknowledgments and certifications by each person who is then subject to this Code, in the form of Attachment A;
(v) identify persons who are Access Persons of each Company and inform those persons of their requirements to obtain prior written approval from the Review Officer prior to directly or indirectly acquiring beneficial ownership of a security in any private placement or initial public offering.
(vi) ensure that Access Persons receive adequate training on the principles and procedures of this Code.
(vii) review, at least annually, the adequacy of this Code and the effectiveness of its implementation
(viii) submit a written report to a Fund's Board and the Company's senior management as described in Section 8(e) and (f), respectively.
The President or Principal Executive Officer shall review the Review Officer's personal transactions; the Review Officer shall review the Compliance Manager's personal transactions. The President or Principal Executive Officer shall assume the responsibilities of the Review Officer in his or her absence. The Review Officer may delegate responsibilities to the Compliance Manager.
(B) POTENTIAL TRADE CONFLICT. When there appears to be a Reportable Securities transaction that conflicts with the Code, the Review Officer shall request a written explanation of from the Access Person with regard to the transaction. If, after post-trade review, it is determined that there has been a violation of the Code, a report will be made by the Review Officer with a recommendation of appropriate action to the President or Principal Executive Officer of the Company and a Fund's Board of Trustees (or Directors).
(C) REQUIRED RECORDS. The Review Officer shall maintain and cause to be maintained:
(i) a copy of any code of ethics adopted by each Company that is in effect, or at any time within the past five (5) years was in effect, in an easily accessible place;
(ii) a record of any violation of any code of ethics, and of any action taken as a result of such violation, in an easily accessible place for at least five (5) years after the
end of the fiscal year in which the last entry was made on any such report, the first two (2) years in an easily accessible place;
(i) a copy of each holding and transaction report (including duplicate confirmations and statements) made by anyone subject to this Code as required by Section 4 for at least five (5) years after the end of the fiscal year in which the report is made, the first two (2) years in an easily accessible place;
(ii) a record of all written acknowledgements and certifications by each Access Person who is currently, or within the past five (5) years was, an Access Person (records must be kept for 5 years after individual ceases to be a Access Person under the Code);
(iv) a list of all persons who are currently, or within the past five years were, required to make reports or who were responsible for reviewing these reports pursuant to any code of ethics adopted by each Company, in an easily accessible place;
(v) a copy of each written report and certification required pursuant to
Section 8(e) of this Code for at least five (5) years after the end of
the fiscal year in which it is made, the first two (2) years in an
easily accessible place;
(vi) a record of any decision, and the reasons supporting the decision,
approving the acquisition of securities by Access Persons under
Section 3(b) of this Code, for at least five (5) years after the end
of the fiscal year in which the approval is granted; and
(vii) a record of any decision, and the reasons supporting the decision, granting an Access Person a waiver from, or exception to, the Code for at least five (5) years after the end of the fiscal year in which the waiver is granted.
(D) POST-TRADE REVIEW PROCESS. Following receipt of trade confirms and statements, transactions will be screened by the Review Officer (or her designee) for the following:
(i) same day trades: transactions by Access Persons occurring on the same day as the purchase or sale of the same security by a Fund for which they are an Access Person.
(ii) fraudulent conduct: transaction by Access Persons which, within the most recent 15 days, is or has been held by a Fund or is being or has been considered by a Fund for purchase by a Fund.
(iii) market timing of Reportable Funds: transactions by Access Persons that appear to be market timing of Reportable Funds
(iv) other activities: transactions which may give the appearance that an Access Person has executed transactions not in accordance with this Code or otherwise reflect patterns of abuse.
(E) SUBMISSION TO FUND BOARD.
(i) The Review Officer shall, at a minimum, annually prepare a written report to the Board of Trustees (or Directors) of a Fund listed in Appendix A that
A. describes any issues under this Code or its procedures since the last report to the Trustees, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and
B. certifies that each Company has adopted procedures reasonably necessary to prevent Covered Persons from violating this Code.
(ii) The Review Officer shall ensure that this Code and any material amendments are approved by the Board of Trustees (or Directors) for those funds listed in Appendix A.
(F) REPORT TO THE PRESIDENT OR PRINCIPAL EXECUTIVE OFFICER. The Review Officer shall report to the President or Principal Executive Officer of regarding his or her annual review of the Code and shall bring material violations to the attention of senior management.
FORESIDE DISTRIBUTION SERVICES, L.P.
(F/K/A BISYS FUND SERVICES, LIMITED PARTNERSHIP)
FUNDS DISTRIBUTORS, INC.
PERFORMANCE FUNDS DISTRIBUTOR, INC.
BNY HAMILTON DISTRIBUTOR, INC.
(EACH, A "COMPANY" AND COLLECTIVELY, THE "COMPANIES")
CODE OF ETHICS
APPENDIX A
FUNDS COVERED BY THE CODE
[TO BE UPDATED]
FORESIDE DISTRIBUTION SERVICES, L.P.
(F/K/A BISYS FUND SERVICES, LIMITED PARTNERSHIP)
FUNDS DISTRIBUTORS, INC.
PERFORMANCE FUNDS DISTRIBUTOR, INC.
BNY HAMILTON DISTRIBUTOR, INC.
(EACH, A "COMPANY" AND COLLECTIVELY, THE "COMPANIES")
CODE OF ETHICS
APPENDIX B
DEFINITIONS
(a) Access Person:
(i)(1) of a Company means each director or officer of the Companies who in the ordinary course of business makes, participates in or obtains information regarding the purchase or sale of Reportable Securities for a Fund or whose functions or duties as part of the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Reportable Securities.
(ii)(2) of a Fund, whereby an employee or agent of a Company serves as an officer of a Fund ("Fund Officer"). Such Fund Officer is an Access Person of a Fund and is permitted to report under this Code unless otherwise required by a Fund's Code of Ethics.
(iii) of a Company includes anyone else specifically designated by the Review Officer.
(b) Beneficial Owner shall have the meaning as that set forth in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, except that the determination of direct or indirect beneficial ownership shall apply to all Reportable Securities that a Covered Person owns or acquires. A beneficial owner of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest (the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities) in a security. A Covered Person is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the Covered Person's household.
(c) Indirect pecuniary interest in a security includes securities held by a person's immediate family sharing the same household. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships).
(d) Control means the power to exercise a controlling influence over the management or policies of an entity, unless this power is solely the result of an official position with the company. Ownership of 25% or more of a company's outstanding voting securities is presumed to give the holder thereof control over the company. This presumption may be rebutted by the Review Officer based upon the facts and circumstances of a given situation.
(e) Purchase or sale includes, among other things, the writing of an option to purchase or sell a Reportable Security.
(f) Reportable Fund (see Appendix D) means any fund that triggers the Company's compliance with a Rule 17j-1 Code of Ethics or any fund for which an employee or agent of the Company serves as a Fund Officer.
(g) Reportable Security means any security such as a stock, bond, future, investment contract or any other instrument that is considered a 'security' under Section 2(a)(36) of the Investment Company Act of 1940, as amended, except:
(i) direct obligations of the Government of the United States;
(ii) bankers' acceptances and bank certificates of deposits;
(iii) commercial paper and debt instruments with a maturity at issuance of less than 366 days and that are rated in one of the two highest rating categories by a nationally recognized statistical rating organization;
(iv) repurchase agreements covering any of the foregoing;
(v) shares issued by money market mutual funds;
(vi) shares of SEC registered open-end investment companies (OTHER THAN A REPORTABLE FUND); and
(vii) shares of unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.
Included in the definition of Reportable Security are:
- Options on securities, on indexes, and on currencies;
- All kinds of limited partnerships;
- Foreign unit trusts, UCITs, SICAVs and foreign mutual funds; and
- Private investment funds, hedge funds and investment clubs
(h) Security held or to be acquired by the Fund means
(i) any Reportable Security which, within the most recent 15 days (x) is or has been held by the applicable Fund or (y) is being or has been considered by the applicable Fund or its investment adviser for purchase by the applicable Fund; and
(i) and any option to purchase or sell, and any security convertible into or exchangeable for, a Reportable Security.
FORESIDE DISTRIBUTION SERVICES, L.P.
(F/K/A BISYS FUND SERVICES, LIMITED PARTNERSHIP)
FUNDS DISTRIBUTORS, INC.
PERFORMANCE FUNDS DISTRIBUTOR, INC.
BNY HAMILTON DISTRIBUTOR, INC.
(EACH, A "COMPANY" AND COLLECTIVELY, THE "COMPANIES")
CODE OF ETHICS
APPENDIX C
LIST OF ACCESS PERSONS
RULE 17J-1 CODE OF ETHICS ACCESS ACCESS PERSONS AS OF DATE PERSON TO LISTED FUND REPORTABLE FUND -------------- ---------- --------------------- --------------- |
FUND OFFICERS AS OF DATE -------------- ---------- |
FORESIDE DISTRIBUTION SERVICES, L.P.
(F/K/A BISYS FUND SERVICES, LIMITED PARTNERSHIP)
FUNDS DISTRIBUTORS, INC.
PERFORMANCE FUNDS DISTRIBUTOR, INC.
BNY HAMILTON DISTRIBUTOR, INC.
(EACH, A "COMPANY" AND COLLECTIVELY, THE "COMPANIES")
CODE OF ETHICS
APPENDIX D
REPORTABLE FUNDS
[TO BE UPDATED]
FORESIDE DISTRIBUTION SERVICES, L.P.
(F/K/A BISYS FUND SERVICES, LIMITED PARTNERSHIP)
FUNDS DISTRIBUTORS, INC.
PERFORMANCE FUNDS DISTRIBUTOR, INC.
BNY HAMILTON DISTRIBUTOR, INC.
(EACH, A "COMPANY" AND COLLECTIVELY, THE "COMPANIES")
CODE OF ETHICS
ATTACHMENT A
ACKNOWLEDGMENT
I understand that I am subject to the Code of Ethics (the "Code") adopted by each Company. I have read and I understand the current Code of Ethics, and will comply with it in all respects. In addition, I certify that I have complied with the requirements of the Code in that I have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code.
------------------------------------- ---------------------------------------- Signature Date ------------------------------------- Printed Name |
THIS FORM MUST BE COMPLETED AND RETURNED TO THE COMPLIANCE DEPARTMENT:
COMPLIANCE DEPARTMENT
FORESIDE DISTRIBUTORS, LLC
[TWO PORTLAND SQUARE, FIRST FLOOR]
[PORTLAND, ME 04101]
Exhibit (q)
THE COVENTRY GROUP
KNOW ALL PERSONS BY THESE PRESENTS, THAT THE UNDERSIGNED, A TRUSTEE OF THE COVENTRY GROUP, A MASSACHUSETTS BUSINESS TRUST (THE "TRUST"), DOES HEREBY CONSTITUTE AND APPOINT MICHAEL V. WIBLE HIS OR HER TRUE AND LAWFUL ATTORNEY AND AGENT, WITH THE POWER AND AUTHORITY TO SIGN ON BEHALF OF THE TRUST AND THE UNDERSIGNED, THE NAME OF THE UNDERSIGNED AS TRUSTEE OF THE TRUST TO ANY PROXY STATEMENT, REGISTRATION STATEMENT, OR TO ANY AMENDMENT THERETO, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO THE SHARES OF BENEFICIAL INTEREST OF THE TRUST AND TO ANY INSTRUMENT OR DOCUMENT FILED AS PART OF, AS AN EXHIBIT TO, OR IN CONNECTION WITH ANY SUCH PROXY STATEMENT, REGISTRATION STATEMENT, OR ANY AMENDMENT THERETO.
IN WITNESS WHEREOF, THE UNDERSIGNED HAS CAUSED THIS POWER OF ATTORNEY TO BE EXECUTED AS OF JANUARY 16, 2007.
/S/ DIANE E. ARMSTRONG /S/ MICHAEL M. VAN BUSKIRK ------------------------------------- ---------------------------------------- DIANE E. ARMSTRONG MICHAEL M. VAN BUSKIRK /S/ WALTER B GRIMM /S/ JAMES H. WOODWARD ------------------------------------- ---------------------------------------- WALTER B. GRIMM JAMES H. WOODWARD /S/ MAURISE G. STARK_ ------------------------------------- Maurice G. Stark |