UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-6526
Coventry Group
(Exact name of registrant as specified in charter)
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3435 Stelzer Road | | Columbus, OH 43219 | | |
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| | (Address of principal executive offices) | | (Zip code) |
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3435 Stelzer Road | | Columbus, OH 43219 | | |
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| | (Name and address of agent for service) | | |
Registrant’s telephone number, including area code: 1-800-766-8938
Date of fiscal year end: March 31, 2007
Date of reporting period: March 31, 2007
ANNUAL REPORT
Annual Report
March 31, 2007
| | | | |
| | | | Notice to Investors |
| | | | Shares of 1st Source Monogram FundsSM: |
| | | | |
| | | | • Are Not FDIC Insured • May Lose Value • Have No Bank Guarantee |
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Table of Contents
1st Source Monogram Funds
Annual Report—March 31, 2007
A description of the policies and procedures that the Funds use to determine how to vote proxies relating to the portfolio securities is available without charge, upon request, by calling 1-800-766-8938 or on the Securities and Exchange Commission’s website at http://www.sec.gov. A copy of the Funds’ voting record for the most recent 12-month period ended June is available at the SEC’s website at www.sec.gov.
Statement Regarding Availability of Quarterly Portfolio Schedule.
The 1st Source Monogram Funds file complete schedules of portfolio holdings for each Fund with the Securities and Exchange Commission (the ‘‘Commission’’) for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the Commission’s website at http://www.sec.gov. The Funds’ Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330; and the Funds make the information on Form N-Q available upon request without charge.
Letter from the Investment Adviser
Dear Investor:
We are pleased to present this report for the 12-month period ended March 31, 2007. The economy’s growth decelerated but remained solid during the fiscal year, as rising wages and a strong global economy helped offset the effects of the weakening housing market. Stocks meanwhile posted above-average gains despite corrections early and late in the period. The Dow Jones Industrial Average of blue-chip stocks gained 13.83% while the large-cap S&P 500 index climbed 11.83% and the small-cap Russell 2000® returned 5.91%. Fixed-income securities also posted healthy returns, as the Federal Reserve (the “Fed”) appeared to complete a two-year campaign to raise interest rates.
Strong employment and wage growth buoyed consumer spending, helping offset the negative effects of a weakening housing market. That said, consumers carried high debt levels, a fact that contributed to a dramatic increase in defaults on sub-prime mortgages during the second half of the period.
Corporations continued to generate powerful profit growth. U.S. businesses enjoyed historically high profit margins, in part because companies have managed to trim costs by outsourcing labor into the global labor markets. Corporations engaged in a great deal of merger-and-acquisition activity as well. In particular, private equity firms purchased public companies to an unprecedented degree.
Profits, M&A drive stocks higher
The combination of good corporate profit growth and mergers and acquisitions drove stock-market returns. Private equity buyouts particularly boosted the market. Such acquisitions lifted share prices in at least two ways: Private equity firms generally paid premium prices, and the rash of companies taken private reduced the overall supply of equities on the market. Copious mergers and acquisitions also supported investor confidence by indicating that large numbers of institutional investors found stock-market valuations highly attractive.
The surge in buyouts helped value indices outperform growth indices, continuing value’s multi-year run of market leadership. Private equity investors typically seek to acquire undervalued firms that generate strong cash flow and dividends, all characteristics that are far more common among value stocks than among growth stocks. The Russell 3000® Value Index, which represents low-priced stocks of all sizes, gained 16.22% during the 12-month period under review while its growthoriented counterpart, the Russell 3000® Growth Index, returned just 6.53%.
Stocks’ strong performance during this fiscal year came despite two noteworthy corrections. The first and larger correction occurred in May and June of 2006, after investors became aware of the severity of the slowdown in the housing market. Investors worried that declining home prices and slower sales activity would weaken consumer spending and potentially drag the economy into recession. We believed at the time that the economy would most likely manage to continue growing, albeit at a modest pace, and thus we made no major changes to our equity portfolios.
The market rallied between July and late February 2007, as economic data appeared to support the “soft landing” scenario. But in late February data emerged about the rise in sub-prime mortgage defaults, raising anew concerns that the housing slide could pull the economy into recession. Moreover, a sudden decline in Asian markets seemed to put investors on edge. The Dow Jones Industrial Average fell 3.29% on February 27, its largest one-day decline since March of 2003, while the S&P 500 dropped 3.47%. The market rallied again in March, however, as investors appeared to conclude that the economy was strong enough to override the U.S. housing correction.
Small-cap stocks fell much further than large caps during the spring, 2006 correction, and as a result significantly lagged the overall market during the period as a whole. That development represented a distinct change from the prior seven years, during which small stocks outperformed larger shares by a wide margin. The shift in market leadership reflected investors’ belief that large caps were likely to hold up better in the event of a recession, especially given small caps’ valuations following their long run.
An inverted yield curve
Bonds generally posted solid returns during this 12-month period. The Fed raised interest rates 17 consecutive times during the two years through June, 2006, pushing up yields on short-term bonds. Long-term bond yields remained relatively low, however, as investors appeared to believe that policy and a slowing economy would forestall any uptick in long-term inflation.
That environment led to an inverted yield curve—a somewhat unusual situation in which yields on short-term bonds are higher than yields on long-term bonds. Intermediate-term bonds performed well during the last several months of the period, as investors began to anticipate that the next move would be to lower interest rates.
1
Letter from the Investment Adviser, continued
Corporate bonds outperformed government issues. As a result, the spread between yields on corporate and Treasury bonds shrank to historically low levels. Corporate bonds’ strength reflected healthy corporate balance sheets, improving credit ratings and low default levels. Lower-quality bonds generally outperformed higher-quality securities: High-yield bonds posted stronger returns than investment-grade bonds, and the debt of the weakest firms in the investment-grade universe outperformed bonds issued by the strongest companies.
That said, the corporate bond rally did experience some hiccups. The yield spread widened in mid-February as investors worried about the fallout from troubles in the sub-prime mortgage market. Furthermore, the rash of private-equity buyouts that boosted the stock market weighed on corporate bonds. Private equity firms typically fund such purchases with large debts, which hurt the acquired company’s credit profile.
Mortgage-backed securities also performed well during this period. Mortgage debt benefited from a stable interest rate environment, which kept mortgage prepayments steady.
Changes at the Monogram Funds
The Monogram Family decided during this fiscal year to focus on the Income Equity, Long/Short and Income funds, and to liquidate the Special Equity and Diversified Equity funds. We made that decision in order to emphasize funds employing investment strategies that we feel allow us to provide the greatest value to shareholders. We believe that concentrating our resources on those three funds could help future performance. Please contact the Monogram Funds at the number below if you have any questions or concerns about this transition.
Moving forward
We, like many investors, have struggled to determine whether the future holds a recession or a moderate economic expansion. At this point we believe that the economy should be able to generate a soft landing characterized by slowing but positive growth, driven by strong employment, a healthy expansion in the global economy and modest inflation. That said, we will continue to monitor economic and company-specific data carefully and continually reevaluate our outlook, while recognizing that caution is warranted in the fifth year of the current recovery.
We believe healthy economy would likely allow the stock market to post gains. We think it may be difficult for corporations to improve their profit margins going forward, but stock valuations are currently reasonable and that additional takeover activity could support higher prices. In the bond market, we believe spreads between corporate and government bonds are likely to widen.
Regardless of what happens in the near term, we urge shareholders to use the Monogram Funds as part of a long-term investment plan tailored to their particular needs and goals. A well-crafted plan that diversifies appropriately between stocks, bonds and stable value investments is a key to potentially generating the right combination of growth, income and stability for your individual circumstances.
Thank you for your confidence in the Monogram Funds. We look forward to providing you with investment management services in the years to come. Please do not hesitate to contact your account representative or to call the 1st Source Monogram Funds directly at 1-800-766-8939 if you have any questions or require assistance.
| | | | |
| Sincerely,
Ralph C. Shive, CFA Paul W. Gifford, CFA Robert W. Nelson, CFA Bruno P. Riboni Michael L. Shinnick Jason W. Cooper | |
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The foregoing information and opinions are for general information only. First Source Bank does not assume liability for any loss, which may result from the reliance by any person upon any such information or opinions. Such information and opinions are subject to change without notice, are for general information only and are not intended as an offer or solicitation with respect to the purchase or sale of any security or offering individual or personalized investment advice.
2
1st Source Monogram Funds
Income Equity Fund
Ralph C. Shive, CFA
Investment Concerns
Equity securities (stocks) are more volatile and carry more risk than other forms of investments, including investments in high-grade fixed income securities. The net asset value per share of this Fund will fluctuate as the value of the securities in the portfolio changes. Common stocks, and funds investing in common stocks, generally provide greater return potential when compared with other types of investments.
Q. | | How did the Income Equity Fund perform during the 12-month period ended March 31, 2007? |
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A. | | The Fund gained 13.69%. That compared to a 16.83% return for the Russell 1000® Value Index1 and a 14.38% return for the Lipper Equity Income Funds Index.1 |
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Q. | | What factors affected the Fund’s performance? |
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A. | | Stocks generally posted solid returns during the period under review, as healthy corporate profit growth and mergers and acquisitions activity outweighed concerns about the potential for a housing slump-induced recession. That environment helped the Fund generate good absolute returns. |
|
| | The Fund held a relatively large weighting in telecommunications services stocks. That stake boosted returns against the benchmark, as the telecommunications sector produced some of the market’s strongest returns. We also maintained an overweight position in industrials stocks, which benefited from ongoing strength in the global economy. Among industrials stocks, a sizable stake in the aerospace industry particularly helped relative returns, as that industry continued to rebound from the trauma it experienced between 2000 and 2002. The performance of food stocks also boosted the Fund’s returns relative to its benchmark.2 |
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| | We seek out attractively valued stocks of all market capitalizations. We held a significant portion of assets in mid-cap stocks during this period. Shares of medium-sized firms trailed large-cap stocks, so the Fund’s market cap-neutral approach weighed on relative performance. We increased the Fund’s investments in larger shares during the period, because we identified increasing numbers of large-cap stocks that offered attractive valuations and cash flows.2 |
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| | The Fund held an overweight position in energy stocks, due to our belief that long-term dynamics could support high energy prices going forward. The energy sector produced sluggish returns, so our relatively large stake weighed on performance against the benchmark.2 |
Past performance is not predictive of future results. The investment return and net asset value per share will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemptions of fund shares.
| | |
1 | | The Fund’s performance is measured against the Russell 1000® Value Index, an unmanaged index that tracks the performance of 1,000 securities found in the Russell universe with a less-than-average growth orientation. Securities in this index generally have lower price-to-book and price-to-earnings ratios, higher dividend yields and lower forecasted growth values than the Growth Universe. The Lipper Equity Income Funds Index consists of funds that seek relatively high current income and growth of income by investing at least 65% of their portfolios in dividend-paying equity securities. Lipper is an independent mutual fund performance monitor whose results are based on total return and do not reflect a sales charge. These indices are unmanaged and do not reflect the deduction of fees or taxes associated with a mutual fund, such as investment management and fund accounting fees. The performance of the Fund reflects the deduction of fees for these services. Investors cannot invest directly in an index, although they can invest in their underlying securities or funds. |
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2 | | The composition of the Fund’s portfolio is subject to change. |
Continued
3
1st Source Monogram Funds
Income Equity Fund
Percentage of Total Portfolio Investments (unaudited)
Average Annual Total Return (unaudited)
| | | | | | | | | | | | |
As of 3/31/07 | | 1 Year | | 5 Year | | 10 Year |
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Income Equity Fund | | | 13.69 | % | | | 11.82 | % | | | 12.58 | % |
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Russell 1000® Value Index | | | 16.83 | % | | | 10.25 | % | | | 10.85 | % |
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Lipper Equity Income Funds Index | | | 14.38 | % | | | 7.94 | % | | | 8.39 | % |
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Net Expense Ratio | | | 1.20 | % | | | | | | | | |
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Gross Expense Ratio | | | 1.45 | % | | | | | | | | |
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Past performance is not predictive of future results. The investment return and net asset value per share will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemptions of fund shares.
Investment performance reflects voluntary fee waivers in effect from August 1, 2006, which may be discontinued at any time. Without these fee waivers, the performance would have been lower.
The chart represents a hypothetical investment of $10,000 in the 1st Source Monogram Income Equity Fund from 3/97 to 3/07, and represents the reinvestment of dividends and capital gains in the Fund.
The Fund’s performance is measured against the Russell 1000® Value Index, an unmanaged index that tracks the performance of 1,000 securities found in the Russell universe with a less-than-average growth orientation. Securities in this index generally have lower price-to-book and price-to-earnings ratios, higher dividend yields and lower forecasted growth values than the Growth Universe. This index is unmanaged and does not reflect the deduction of fees or taxes associated with a mutual fund, such as investment management and fund accounting fees. The performance of the Fund reflects the deduction of fees for these services.
The above information is unaudited and not included in the Report of Independent Registered Public Accounting Firm.
4
| | | | |
1st Source Monogram Funds | | | | Schedule of Portfolio Investments |
Income Equity Fund | | | | March 31, 2007 |
| | | | | | | | |
Common Stocks — 93.8% | | | | | | | | |
|
Security Description | | Shares | | Value ($) |
Basic Materials— 8.2% | | | | | | | | |
Air Products and Chemicals, Inc. | | | 30,000 | | | | 2,216,700 | |
Alcoa, Inc. | | | 77,000 | | | | 2,610,300 | |
Anglo American PLC ADR | | | 71,000 | | | | 1,875,820 | |
E. I. du Pont de Nemours & Co. | | | 47,000 | | | | 2,323,210 | |
Georgia Gulf Corp. | | | 30,000 | | | | 486,300 | |
Newmont Mining Corp. | | | 38,900 | | | | 1,633,411 | |
Potash Corp. of Saskatchewan, Inc. | | | 10,000 | | | | 1,599,300 | |
Weyerhaeuser Co. | | | 12,000 | | | | 896,880 | |
| | | | | | | | |
| | | | | | | 13,641,921 | |
Communications— 9.3% | | | | | | | | |
AT&T, Inc. | | | 70,000 | | | | 2,760,100 | |
Belo Corp., Series A | | | 79,500 | | | | 1,484,265 | |
Deutsche Telekom AG ADR | | | 78,000 | | | | 1,289,340 | |
Harris Corp. | | | 14,000 | | | | 713,300 | |
McGraw-Hill Cos., Inc. | | | 9,000 | | | | 565,920 | |
Motorola, Inc. | | | 153,700 | | | | 2,715,879 | |
Sprint Nextel Corp. | | | 120,000 | | | | 2,275,200 | |
Symantec Corp. (b) | | | 104,000 | | | | 1,799,200 | |
Verizon Communications, Inc. | | | 53,000 | | | | 2,009,760 | |
| | | | | | | | |
| | | | | | | 15,612,964 | |
Consumer Cyclical— 2.9% | | | | | | | | |
Grainger (W.W.), Inc. | | | 15,000 | | | | 1,158,600 | |
McDonald’s Corp. | | | 18,100 | | | | 815,405 | |
RadioShack Corp. | | | 50,000 | | | | 1,351,500 | |
Southwest Airlines Co. | | | 55,520 | | | | 816,144 | |
Walgreen Co. | | | 13,800 | | | | 633,282 | |
| | | | | | | | |
| | | | | | | 4,774,931 | |
Consumer Non-Cyclical— 9.9% | | | | | | | | |
Archer-Daniels-Midland Co. | | | 60,000 | | | | 2,202,000 | |
Avery-Dennison Corp. | | | 15,600 | | | | 1,002,456 | |
Avon Products, Inc. | | | 62,000 | | | | 2,310,120 | |
ConAgra, Inc. | | | 85,000 | | | | 2,117,350 | |
Fortune Brands, Inc. | | | 8,100 | | | | 638,442 | |
H&R Block, Inc. | | | 47,000 | | | | 988,880 | |
H.J. Heinz Co. | | | 27,000 | | | | 1,272,240 | |
Kimberly-Clark Corp. | | | 30,000 | | | | 2,054,700 | |
Pepsico, Inc. | | | 12,800 | | | | 813,568 | |
Procter & Gamble Co. | | | 8,900 | | | | 562,124 | |
Sysco Corp. | | | 65,000 | | | | 2,198,950 | |
Western Union Co. | | | 18,500 | | | | 406,075 | |
| | | | | | | | |
| | | | | | | 16,566,905 | |
Energy— 13.1% | | | | | | | | |
Anadarko Petroleum Corp. | | | 53,000 | | | | 2,277,940 | |
Apache Corp. | | | 11,900 | | | | 841,330 | |
Canetic Resources Trust | | | 36,000 | | | | 466,560 | |
Chevron Corp. | | | 23,000 | | | | 1,701,080 | |
ConocoPhillips | | | 13,300 | | | | 909,055 | |
EnCana Corp. | | | 44,000 | | | | 2,227,720 | |
Exxon Mobil Corp. | | | 7,600 | | | | 573,420 | |
GlobalSantaFe Corp. | | | 30,000 | | | | 1,850,400 | |
Marathon Oil Corp. | | | 23,000 | | | | 2,273,090 | |
National Fuel Gas | | | 50,000 | | | | 2,163,000 | |
Penn West Energy Trust | | | 34,000 | | | | 998,920 | |
Precision Drilling Trust | | | 80,000 | | | | 1,828,000 | |
Schlumberger Ltd. | | | 25,000 | | | | 1,727,500 | |
Valero Energy Corp. | | | 11,000 | | | | 709,390 | |
Williams Cos., Inc. | | | 50,000 | | | | 1,423,000 | |
| | | | | | | | |
| | | | | | | 21,970,405 | |
Financial— 11.7% | | | | | | | | |
American Express Co. | | | 14,200 | | | | 800,880 | |
Bank of America Corp. | | | 15,800 | | | | 806,116 | |
Citigroup, Inc. | | | 50,200 | | | | 2,577,268 | |
Hartford Financial Services Group | | | 6,100 | | | | 583,038 | |
Hospitality Properties Trust | | | 26,100 | | | | 1,221,480 | |
HSBC Holdings PLC ADR | | | 6,000 | | | | 526,860 | |
Huntington Bancshares, Inc. | | | 45,000 | | | | 983,250 | |
J.P. Morgan Chase & Co. | | | 42,000 | | | | 2,031,960 | |
Keycorp | | | 38,000 | | | | 1,423,860 | |
Lincoln National Corp. | | | 25,000 | | | | 1,694,750 | |
The Allstate Corp. | | | 36,000 | | | | 2,162,160 | |
The Travelers Cos., Inc. | | | 30,000 | | | | 1,553,100 | |
Thornburg Mortgage, Inc. | | | 17,000 | | | | 442,000 | |
U.S. Bancorp | | | 30,000 | | | | 1,049,100 | |
Waddell & Reed Financial, Inc. | | | 70,000 | | | | 1,632,400 | |
| | | | | | | | |
| | | | | | | 19,488,222 | |
Health Care— 12.2% | | | | | | | | |
Abbott Laboratories | | | 47,000 | | | | 2,622,600 | |
Biomet, Inc. | | | 50,000 | | | | 2,124,500 | |
Bristol-Myers Squibb Co. | | | 31,000 | | | | 860,560 | |
C.R. Bard, Inc. | | | 11,000 | | | | 874,610 | |
Eli Lilly & Co | | | 35,000 | | | | 1,879,850 | |
Humana, Inc. (a) | | | 25,000 | | | | 1,450,500 | |
Johnson & Johnson | | | 16,000 | | | | 964,160 | |
Medtronic, Inc. | | | 16,900 | | | | 829,114 | |
Merck & Co., Inc. | | | 31,000 | | | | 1,369,270 | |
Mylan Laboratories, Inc. | | | 95,000 | | | | 2,008,300 | |
Novartis AG ADR | | | 34,000 | | | | 1,857,420 | |
Par Pharmaceutical Cos., Inc. (a) | | | 50,000 | | | | 1,256,000 | |
Pfizer, Inc. | | | 65,000 | | | | 1,641,900 | |
Zimmer Holdings, Inc. (a) | | | 7,000 | | | | 597,870 | |
| | | | | | | | |
| | | | | | | 20,336,654 | |
Industrials— 18.3% | | | | | | | | |
Avnet, Inc. (a) | | | 80,000 | | | | 2,891,200 | |
Caterpillar, Inc. | | | 11,900 | | | | 797,657 | |
Emerson Electric Co. | | | 38,000 | | | | 1,637,420 | |
Esterline Technologies Corp. (a) | | | 61,000 | | | | 2,505,270 | |
FedEx Corp. | | | 7,700 | | | | 827,211 | |
Fluor Corp. | | | 23,000 | | | | 2,063,560 | |
General Electric Co. | | | 63,000 | | | | 2,227,680 | |
Honeywell International, Inc. | | | 40,000 | | | | 1,842,400 | |
Hubbell, Inc., Class B | | | 36,200 | | | | 1,746,288 | |
Pall Corp. | | | 70,100 | | | | 2,663,800 | |
Parker-Hannifin Corp | | | 19,000 | | | | 1,639,890 | |
Raytheon Co. | | | 48,000 | | | | 2,518,080 | |
Shaw Group, Inc. (a) | | | 60,000 | | | | 1,876,200 | |
Sonoco Products Co. | | | 60,000 | | | | 2,254,800 | |
United Technologies Corp. | | | 13,700 | | | | 890,500 | |
Waste Management, Inc. | | | 65,000 | | | | 2,236,650 | |
| | | | | | | | |
| | | | | | | 30,618,606 | |
Technology— 4.8% | | | | | | | | |
Computer Sciences Corp. (a) | | | 35,000 | | | | 1,824,550 | |
First Data Corp. | | | 26,000 | | | | 699,400 | |
Hewlett-Packard Co. | | | 62,000 | | | | 2,488,680 | |
Intel Corp. | | | 105,700 | | | | 2,022,041 | |
Maxim Integrated Products, Inc. | | | 17,300 | | | | 508,620 | |
Microsoft Corp. | | | 20,000 | | | | 557,400 | |
| | | | | | | | |
| | | | | | | 8,100,691 | |
See notes to financial statements, continued
5
| | | | |
1st Source Monogram Funds | | | | Schedule of Portfolio Investments |
Income Equity Fund | | | | March 31, 2007 |
| | | | | | | | |
Common Stocks continued | | | | | | | | |
|
Security Description | | Shares | | Value ($) |
Utilities— 3.4% | | | | | | | | |
American Electric Power Co., Inc. | | | 41,000 | | | | 1,998,750 | |
Dynegy, Inc., Class A (a) | | | 26,000 | | | | 240,760 | |
NiSource, Inc. | | | 70,000 | | | | 1,710,800 | |
Southwest Gas Corp. | | | 45,900 | | | | 1,784,133 | |
| | | | | | | | |
| | | | | | | 5,734,443 | |
Total Common Stocks (Cost $121,073,061) | | | | | | | 156,845,742 | |
| | | | | | | | |
| | | | | | | | |
Investment Companies—5.6% | | | | | | | | |
|
Security Description | | Shares | | | Value | |
Fifth Third Prime Money Market Fund — Institutional Class | | | 8,597,612 | | | | 8,597,612 | |
| | | | | | | |
Kayne Anderson MLP Investment Co. | | | 20,000 | | | | 704,400 | |
| | | | | | | |
Total Investment Companies (Cost $9,098,113) | | | | | | | 9,302,012 | |
| | | | | | | |
| | | | | | | | |
Total Investments (Cost $130,171,174) — 99.4% | | | | | | | 166,147,754 | |
| | | | | | | |
| | | | | | | | |
Other assets in excess of liabilities — 0.6% | | | | | | | 985,166 | |
| | | | | | | |
| | | | | | | | |
NET ASSETS — 100.0% | | | | | | $ | 167,132,920 | |
| | | | | | | |
| | |
(a) | | Represents non-income producing security. |
|
ADR American Depositary Receipt |
|
PLC Public Limited Company |
See notes to financial statements.
6
1st Source Monogram Funds
Income Equity Fund
Statement of Assets and Liabilities
March 31, 2007
| | | | |
Assets: | | | | |
Investments, at value (cost $130,171,174) | | $ | 166,147,754 | |
Interest and dividends receivable | | | 383,220 | |
Receivable for capital shares issued | | | 307,723 | |
Receivable for investments sold | | | 496,708 | |
Prepaid expenses | | | 12,791 | |
| | | |
Total Assets | | | 167,348,196 | |
| | | | |
Liabilities: | | | | |
Accrued expenses and other payables: | | | | |
Investment adviser | | | 134,656 | |
Administration | | | 3,588 | |
Shareholder servicing | | | 17,325 | |
Accounting | | | 1,354 | |
Chief compliance officer | | | 124 | |
Custodian | | | 1,694 | |
Transfer agent | | | 6,008 | |
Trustee | | | 1,079 | |
Other | | | 49,448 | |
| | | |
Total Liabilities | | | 215,276 | |
| | | |
| | | | |
Net Assets | | $ | 167,132,920 | |
| | | |
| | | | |
Composition of Net Assets: | | | | |
Capital | | $ | 129,987,137 | |
Accumulated net investment income | | | 120,943 | |
Accumulated net realized gains from investment transactions | | | 1,048,260 | |
Unrealized appreciation from investments | | | 35,976,580 | |
| | | |
| | | | |
Net Assets | | $ | 167,132,920 | |
| | | |
| | | | |
Shares Outstanding (par value $0.01, unlimited number of authorized shares) | | | 11,295,973 | |
| | | |
Net Asset Value, Offering and Redemption Price per share | | $ | 14.80 | |
| | | |
Statement of Operations
For the year ended March 31, 2007
| | | | |
Investment Income: | | | | |
Interest | | $ | 64,443 | |
Dividends | | | 3,639,120 | |
| | | |
Total Investment Income | | | 3,703,563 | |
| | | | |
Expenses: | | | | |
Investment adviser | | | 1,106,659 | |
Administration | | | 207,499 | |
Distribution | | | 345,830 | |
Shareholder servicing | | | 52,687 | |
Accounting | | | 53,524 | |
Chief compliance officer | | | 11,187 | |
Custodian | | | 10,586 | |
Transfer agent | | | 45,154 | |
Trustee | | | 10,282 | |
Other | | | 97,082 | |
| | | |
Total expenses before fee reductions | | | 1,940,490 | |
Distribution fees voluntarily reduced | | | (345,830 | ) |
| | | |
Net Expenses | | | 1,594,660 | |
| | | |
Net Investment Income | | | 2,108,903 | |
| | | |
| | | | |
Net Realized/Unrealized Gains from Investments | | | | |
Realized gains from investment transactions | | | 8,696,990 | |
Change in unrealized appreciation/depreciation from investments | | | 9,260,008 | |
| | | |
Net realized\unrealized gains from Investments | | | 17,956,998 | |
| | | |
Change in net assets resulting from operations | | $ | 20,065,901 | |
| | | |
See notes to financial statements.
7
1st Source Monogram Funds
Income Equity Fund
Statements of Changes in Net Assets
| | | | | | | | |
| | For the | | | For the | |
| | year ended | | | year ended | |
| | March 31, 2007 | | | March 31, 2006 | |
Investment Activities: | | | | | | | | |
Operations: | | | | | | | | |
Net investment income | | $ | 2,108,903 | | | $ | 1,398,631 | |
Realized gains from investment transactions | | | 8,696,990 | | | | 10,837,897 | |
Change in unrealized appreciation/depreciation from investments | | | 9,260,008 | | | | 6,726,468 | |
| | | | | | |
Change in net assets resulting from operations | | | 20,065,901 | | | | 18,962,996 | |
| | | | | | |
| | | | | | | | |
Distributions: | | | | | | | | |
From net investment income | | | (2,050,577 | ) | | | (1,474,960 | ) |
From net realized gains | | | (9,444,660 | ) | | | (12,335,101 | ) |
| | | | | | |
Change in net assets from shareholder distributions | | | (11,495,237 | ) | | | (13,810,061 | ) |
| | | | | | |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Proceeds from shares issued | | | 28,784,880 | | | | 22,135,204 | |
Proceeds from shares issued in connection with acquisition (Note 2) | | | 18,724,356 | | | | — | |
Dividends reinvested | | | 10,456,889 | | | | 12,427,538 | |
| | | | | | |
Cost of shares redeemed | | | (28,911,626 | ) | | | (13,334,545 | ) |
| | | | | | |
| | | | | | | | |
Change in net assets from capital share transactions | | | 29,054,499 | | | | 21,228,197 | |
| | | | | | |
| | | | | | | | |
Change in net assets | | | 37,625,163 | | | | 26,381,132 | |
| | | | | | | | |
Net Assets: | | | | | | | | |
Beginning of year | | | 129,507,757 | | | | 103,126,625 | |
| | | | | | |
End of year | | $ | 167,132,920 | | | $ | 129,507,757 | |
| | | | | | |
| | | | | | | | |
Share Transactions: | | | | | | | | |
Issued | | | 2,122,386 | | | | 1,605,392 | |
Issued in connection with acquisition (Note 2) | | | 1,265,518 | | | | — | |
Reinvested | | | 725,772 | | | | 939,715 | |
Redeemed | | | (1,977,153 | ) | | | (961,653 | ) |
| | | | | | |
Change in shares | | | 2,136,523 | | | | 1,583,454 | |
| | | | | | |
| | | | | | | | |
Accumulated net investment income | | $ | 120,943 | | | $ | — | |
| | | | | | |
See notes to financial statements.
8
1st Source Monogram Funds
Income Equity Fund
Financial Highlights
Selected data for a share outstanding throughout the years indicated.
| | | | | | | | | | | | | | | | | | | | |
| | For the year ended March 31, | |
| | 2007 | | | 2006 | | | 2005 | | | 2004 | | | 2003 | |
Net Asset Value, Beginning of Year | | $ | 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 Year | | $ | 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’s) | | $ | 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. |
See notes to financial statements.
9
1st Source Monogram Funds
Income Fund Paul
Gifford, CFA
Investment Concerns
Bonds offer a relatively stable level of income, although bond prices will fluctuate providing the potential for principal gain or loss. Intermediate-term, higher-quality bonds generally offer less risk than longer-term bonds and a lower rate of return.
Q. | | How did the Income Fund perform relative to its benchmark for the 12-month period ended March 31, 2007? |
|
A. | | The Fund returned 5.33%. That compared to a 6.14% return for the Fund’s benchmark, the Lehman Brothers Intermediate Government/Credit Bond Index.1 |
|
Q. | | What factors contributed to the Fund’s performance? |
|
A. | | The bond markets generally posted solid performance. Corporate bonds generated the strongest returns, while Treasury securities produced the weakest returns. That environment helped the Fund show a healthy total return. |
|
| | The Fund trailed its benchmark largely because it held an underweight position in low-quality corporate bonds. The lowest-quality investment grade bonds produced the strongest returns in our investment universe—BBB-rated securities gained 7.60%, compared to 6.40% for AAA-rated bonds— so our focus on higher-quality securities weighed on the Fund’s relative performance. We maintained a roughly neutral position to the overall corporate bond sector throughout much of the period, although we reduced that position in early 2007 as yields on corporate bonds became less attractive.2
While our emphasis on quality in the corporate sector hurt relative returns, the Fund’s substantial position in mortgage-backed securities significantly boosted performance against the benchmark. The Fund’s stake in mortgage-backed securities, which are not included in the benchmark, stood at 22% as of March 31, 2007. Mortgage securities performed well, largely because stable interest rates led to a consistent level of prepayments.2 |
Past performance is not predictive of future results. The investment return and net asset value per share will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemptions of fund shares.
| | |
1 | | The Lehman Brothers Intermediate Government/Credit Bond Index is an unmanaged index considered to be representative of the performance of government and corporate bonds with maturities of less than ten years. This index is unmanaged and does not reflect the deduction of fees or taxes associated with a mutual fund, such as investment management and fund accounting fees. The performance of the Fund reflects the deduction of fees for these services. Investors cannot invest directly in an index, although they can invest in its underlying securities. |
|
2 | | The composition of the Fund’s portfolio is subject to change. |
Continued
10
1st Source Monogram Funds
Income Fund
Percentage of Total Portfolio Investments (unaudited)
Average Annual Total Return (unaudited)
| | | | | | | | | | | | |
As of 3/31/07 | | 1 Year | | 5 Year | | 10 Year |
Income Fund | | | 5.43 | % | | | 3.90 | % | | | 4.95 | % |
Lehman Brothers Intermediate | | | 6.14 | % | | | 4.91 | % | | | 5.99 | % |
Government/Credit Bond Index | | | | | | | | | | | | |
Net Expense Ratio | | | 0.96 | % | | | | | | | | |
Gross Expense Ratio | | | 1.21 | % | | | | | | | | |
Past performance is not predictive of future results. The investment return and net asset value per share will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemptions of fund shares.
Investment performance reflects voluntary fee waivers in effect from August 1, 2006, which may be discontinued at any time. Without these fee waivers, the performance would have been lower.
The chart represents a hypothetical investment of $10,000 in the 1st Source Monogram Income Fund from 3/97 to 3/07, and represents the reinvestment of dividends and capital gains in the Fund.
The Lehman Brothers Intermediate Government/Credit Bond Index is an unmanaged index considered to be representative of the performance of government and corporate bonds with maturities of less than ten years. The index does not reflect the deduction of fees or taxes associated with a mutual fund, such as investment management and fund accounting fees. The performance of the Fund reflects the deduction of fees for these services. Investors cannot invest directly in an index, although they can invest in its underlying securities.
The above information is unaudited and not included in the Report of Independent Registered Public Accounting Firm.
11
| | |
1st Source Monogram Funds | | Schedule of Portfolio Investments |
Income Fund | | March 31, 2007 |
Asset Backed Securities — 13.6%
| | | | | | | | |
| | Principal | | | | |
Security Description | | Amount ($) | | | Value ($) | |
ABN Amro Mortgage Corp., 5.500%, 2/25/18, Series 2003-13, Class A2 | | $ | 499,886 | | | $ | 495,111 | |
Banc of America Mortgage Securities, 4.477%, 2/25/33, Series 2003-A, Class 3A1 | | | 331,486 | | | | 326,665 | |
Capital One Multi-Asset Execution Trust, 4.700%, 6/15/15, Series 2005- 7, Class A7, CMO | | | 600,000 | | | | 592,105 | |
Chase Commercial Mortgage Securities Corp., 7.093%, 10/15/32 | | | 442,459 | | | | 444,495 | |
Chase Issuance Trust, 4.230%, 1/15/13 | | | 700,000 | | | | 686,617 | |
Citibank Credit Card Issuance Trust, 5.450%, 5/10/13, Series 2006-A4, Class A4 | | | 1,500,000 | | | | 1,526,461 | |
Citicorp Mortgage Securities, Inc., 5.500%, 2/25/26, Series 2006-1, Class 5A1 | | | 788,846 | | | | 791,442 | |
Countrywide Home Loans, 4.500%, 8/25/19 | | | 906,718 | | | | 891,258 | |
Equity One ABS, Inc., 4.205%, 4/25/34, Series 2004-1, Class AF6 | | | 700,000 | | | | 668,969 | |
First Horizon Mortgage Pass-Through Trust, 5.750%, 2/25/33, Series 2002-9, Class 1A3, CMO | | | 541,881 | | | | 539,544 | |
Household Automotive Trust, 3.300%, 5/18/09, Series 2004-1, Class A3 | | | 384,606 | | | | 384,211 | |
Impac CMB Trust, 5.815%, 5/25/35, Series 2005-4, Class 1M1 (a) | | | 225,129 | | | | 225,575 | |
Indymac Index Mortgage Loan Trust, 5.354%, 3/25/35, Series 2005-AR1, Class 3A1 (a) | | | 326,452 | | | | 327,772 | |
MBNA Credit Card Master Note Trust, 4.100%, 10/15/12 | | | 1,300,000 | | | | 1,270,259 | |
MBNA Master Credit Card Trust 99 B A, 5.900%, 8/15/11 | | | 790,000 | | | | 804,315 | |
Navistar Financial Corp. Owner Trust, 3.530%, 10/15/12, Series 2004-B, Class A4 | | | 335,000 | | | | 326,916 | |
New Century Home Equity Loan Trust, 4.450%, 8/25/34, Series 2004-A, Class AII3 | | | 345,413 | | | | 343,658 | |
New Century Home Equity Loan Trust, 7.890%, 5/25/29, Series 1999-NCB, Class A6 | | | 131,844 | | | | 131,364 | |
| | | | | | | |
Total Asset Backed Securities (Cost $10,876,440) | | | | | | | 10,776,737 | |
| | | | | | | |
Corporate Bonds—21.4%
| | | | | | | | |
Bank Holding Companies— 3.3% | | | | | | | | |
Bank of America Corp., 7.400%, 1/15/11 | | | 16,000 | | | | 17,240 | |
HSBC Capital Funding LLC, 4.610%, 12/29/49 (a) (b) | | | 500,000 | | | | 477,007 | |
Royal Bank of Canada, 5.650%, 7/20/11 | | | 700,000 | | | | 717,630 | |
South Trust Corp., 5.800%, 6/15/14 | | | 700,000 | | | | 715,848 | |
Wells Fargo Co., 5.450%, 1/24/12 (b) | | | 700,000 | | | | 699,562 | |
| | | | | | | |
| | | | | | | 2,627,287 | |
| | | | | | | |
Basic Materials— 0.6% | | | | | | | | |
Alcan, Inc., 4.500%, 5/15/13 | | | 450,000 | | | | 426,259 | |
Alcoa, Inc., 6.500%, 6/1/11 | | | 22,000 | | | | 23,013 | |
| | | | | | | |
| | | | | | | 449,272 | |
| | | | | | | |
Communications— 1.7% | | | | | | | | |
Ameritech Cap Funding, 9.100%, 6/1/16 | | $ | 254,154 | | | $ | 290,859 | |
Bell Telephone Co. Pennsylvania, 7.375%, 7/15/07 | | | 500,000 | | | | 502,541 | |
Comcast Cable Communications, 6.875%, 6/15/09 | | | 500,000 | | | | 517,672 | |
| | | | | | | |
| | | | | | | 1,311,072 | |
| | | | | | | |
Computer and Data Processing Services— 1.8% | | | | | | | | |
Dell Computer Corp., 6.550%, 4/15/08 | | | 750,000 | | | | 760,018 | |
Hewlett-Packard Co., 6.500%, 7/1/12 | | | 300,000 | | | | 319,076 | |
Oracle Corp., 5.000%, 1/15/11 | | | 350,000 | | | | 348,712 | |
| | | | | | | |
| | | | | | | 1,427,806 | |
| | | | | | | |
Consumer Goods & Services— 2.4% | | | | | | | | |
Black & Decker, 7.125%, 6/1/11 | | | 705,000 | | | | 743,253 | |
NIKE, Inc., 5.150%, 10/15/15 | | | 600,000 | | | | 587,838 | |
Walt Disney Co., 5.375%, 6/1/07 | | | 525,000 | | | | 525,147 | |
| | | | | | | |
| | | | | | | 1,856,238 | |
| | | | | | | |
Financial— 6.8% | | | | | | | | |
BankAmerica Corp., 7.125%, 3/1/09 | | | 500,000 | | | | 517,839 | |
Bear Stearns Co., 4.500%, 10/28/10 | | | 500,000 | | | | 489,043 | |
Commercial Credit Co., 10.000%, 12/1/08 | | | 1,300,000 | | | | 1,396,369 | |
General Electric Capital Corp., 5.400%, 2/15/17 | | | 1,000,000 | | | | 1,000,857 | |
Goldman Sachs Group, Inc., 5.350%, 1/15/16 | | | 500,000 | | | | 490,296 | |
Household Finance Co., 6.375%, 10/15/11 | | | 325,000 | | | | 338,783 | |
International Lease Finance Corp., 4.350%, 9/15/07 | | | 300,000 | | | | 298,394 | |
Morgan Stanley, 5.375%, 10/15/15 | | | 300,000 | | | | 295,194 | |
Wachovia Bank, 4.875%, 2/1/15 | | | 600,000 | | | | 578,618 | |
| | | | | | | |
| | | | | | | 5,405,393 | |
| | | | | | | |
Food & Related— 1.4% | | | | | | | | |
Cargill, Inc., 6.150%, 2/25/08 (a) | | | 600,000 | | | | 601,694 | |
Conagra Foods, Inc., 6.750%, 9/15/11 | | | 16,000 | | | | 16,901 | |
Diageo Cap PLC, 4.375%, 5/3/10 | | | 500,000 | | | | 490,176 | |
| | | | | | | |
| | | | | | | 1,108,771 | |
| | | | | | | |
Health Care— 1.2% | | | | | | | | |
Abbott Laboratories, 5.600%, 5/15/11 | | | 350,000 | | | | 356,919 | |
Amgen, Inc., 4.000%, 11/18/09 | | | 300,000 | | | | 292,540 | |
Amgen, Inc., 4.850%, 11/18/14 | | | 300,000 | | | | 290,476 | |
| | | | | | | |
| | | | | | | 939,935 | |
| | | | | | | |
Manufacturing— 0.7% | | | | | | | | |
Parker-Hannifin, 4.875%, 2/15/13 | | | 600,000 | | | | 591,335 | |
| | | | | | | |
Real Estate— 0.5% | | | | | | | | |
HD Real Estate Funding Corp. II, 5.950%, 10/15/08 (a) | | | 400,000 | | | | 401,640 | |
| | | | | | | |
Retail— 0.6% | | | | | | | | |
CVS Corp., 4.000%, 9/15/09 | | | 500,000 | | | | 486,557 | |
| | | | | | | |
Special Purpose Entity— 0.4% | | | | | | | | |
Targeted Return Index, 6.962%, 1/15/12 (a) (b) | | | 266,000 | | | | 281,095 | |
Utility— 0.0% | | | | | | | | |
Progress Energy, Inc., 7.100%, 3/1/11 | | | 10,000 | | | | 10,675 | |
| | | | | | | |
Total Corporate Bonds (Cost $17,038,409) | | | | | | | 16,897,076 | |
| | | | | | | |
See notes to financial statements, continued
12
| | |
1st Source Monogram Funds | | Schedule of Portfolio Investments |
Income Fund | | March 31, 2007 |
U.S. Government Agency Securities — 48.8%
| | | | | | | | |
| | Principal | | | | |
Security Description | | Amount ($) | | | Value ($) | |
Fannie Mae, 4.000%, 11/30/09 | | $ | 1,500,000 | | | $ | 1,468,720 | |
Fannie Mae, 4.200%, 6/8/09 | | | 1,000,000 | | | | 986,071 | |
Fannie Mae, 4.250%, 9/25/22, Series 2003-17, Class ED, CMO | | | 739,205 | | | | 715,821 | |
Fannie Mae, 4.500%, 6/1/10 | | | 500,000 | | | | 494,549 | |
Fannie Mae, 4.593%, 11/1/34, Pool # 782320 (b) | | | 369,236 | | | | 365,547 | |
Fannie Mae, 4.750%, 2/21/13 | | | 500,000 | | | | 496,508 | |
Fannie Mae, 5.000%, 4/26/17 | | | 700,000 | | | | 684,455 | |
Fannie Mae, 5.000%, 7/25/23, Series 2005-4, Class VG, CMO | | | 1,301,800 | | | | 1,255,259 | |
Fannie Mae, 5.050%, 4/28/15 | | | 500,000 | | | | 491,817 | |
Fannie Mae, 5.240%, 8/7/18 | | | 600,000 | | | | 596,294 | |
Fannie Mae, 5.250%, 1/29/09 | | | 2,250,000 | | | | 2,248,258 | |
Fannie Mae, 5.500%, 3/17/11 | | | 600,000 | | | | 600,331 | |
Fannie Mae, 6.134%, 10/1/32, Pool # 659567 (b) | | | 19,013 | | | | 19,370 | |
Federal Farm Credit Bank, 4.875%, 1/17/17 | | | 1,150,000 | | | | 1,136,933 | |
Federal Farm Credit Bank, 5.200%, 12/27/12 | | | 650,000 | | | | 652,846 | |
Federal Home Loan Bank, 4.540%, 3/24/08 (b) | | | 1,000,000 | | | | 991,031 | |
Federal Home Loan Bank, 4.750%, 10/25/10, Series 00-0582, Class H, CMO | | | 1,428,812 | | | | 1,423,111 | |
Federal Home Loan Bank, 4.875%, 11/15/11 | | | 1,000,000 | | | | 1,000,712 | |
Federal Home Loan Bank, 5.000%, 9/9/11 | | | 650,000 | | | | 653,971 | |
Federal Home Loan Bank, 5.250%, 3/17/10 | | | 725,000 | | | | 723,935 | |
Federal Home Loan Bank, 5.250%, 6/10/11 | | | 1,000,000 | | | | 1,015,230 | |
Federal Home Loan Bank, 5.375%, 7/10/08 | | | 430,000 | | | | 430,029 | |
Federal Home Loan Bank, 5.375%, 11/20/13 | | | 500,000 | | | | 502,045 | |
Federal Home Loan Bank, 5.500%, 8/23/13 | | | 500,000 | | | | 497,280 | |
Freddie Mac, 3.500%, 12/15/22, Series 2673, Class PH, CMO | | | 598,721 | | | | 592,049 | |
Freddie Mac, 4.125%, 10/18/10 | | | 2,750,000 | | | | 2,688,944 | |
Freddie Mac, 4.500%, 7/1/08, Pool # M90827 | | | 425,445 | | | | 421,410 | |
Freddie Mac, 4.500%, 12/15/13, Series 2723, Class AT, CMO | | | 257,844 | | | | 251,975 | |
Freddie Mac, 4.500%, 6/15/27, Series 2598, Class QC, CMO | | | 1,347,047 | | | | 1,330,977 | |
Freddie Mac, 4.733%, 12/1/32, Pool # 847527 (b) | | | 565,024 | | | | 571,237 | |
Freddie Mac, 5.125%, 11/24/10 | | | 1,000,000 | | | | 998,759 | |
Freddie Mac, 5.250%, 10/6/11 | | | 650,000 | | | | 648,870 | |
Freddie Mac, 5.383%, 8/1/33, Pool # 847281 (b) | | | 211,555 | | | | 214,202 | |
Freddie Mac, 5.500%, 2/22/13 | | | 950,000 | | | | 948,698 | |
Freddie Mac, 5.500%, 5/15/15, Series 2808, Class VA, CMO | | | 801,045 | | | | 808,789 | |
Freddie Mac, 5.500%, 3/28/16 | | | 1,400,000 | | | | 1,409,023 | |
Freddie Mac, 5.500%, 12/15/19, Series R010, Class AB, CMO | | | 1,977,736 | | | | 1,982,355 | |
Freddie Mac, 5.500%, 10/1/25, Series 2808, Class VA, CMO | | | 436,790 | | | | 434,979 | |
Freddie Mac, 5.500%, 8/1/29, Pool # C46102 | | $ | 917,699 | | | $ | 913,230 | |
Freddie Mac, 5.550%, 10/4/16 | | | 700,000 | | | | 706,821 | |
Freddie Mac, 5.875%, 5/15/16, Series R007, Class AC, CMO | | | 1,321,374 | | | | 1,330,049 | |
Freddie Mac, 6.723%, 5/1/31, Pool # 847292 (b) | | | 338,840 | | | | 342,075 | |
Government National Mortgage Assoc., 5.000%, 5/20/31, Series 2004-19, Class PD, CMO | | | 900,000 | | | | 885,232 | |
Government National Mortgage Assoc., 5.000%, 7/20/34, Series 2004-105, Class MC, CMO | | | 500,000 | | | | 482,155 | |
Tennessee Valley Authority, 6.250%, 12/15/17 | | | 1,000,000 | | | | 1,096,419 | |
| | | | | | | |
Total U.S. Government Agency Securities (Cost $38,723,062) | | | | | | | 38,508,371 | |
| | | | | | | |
U.S. Treasury Notes—9.3%
| | | | | | | | |
U.S. Treasury Note, 4.250%, 8/15/15 | | | 6,140,000 | | | | 5,975,706 | |
U.S. Treasury Note, 4.500%, 9/30/11 | | | 500,000 | | | | 499,180 | |
U.S. Treasury Note, 4.500%, 2/15/16 | | | 850,000 | | | | 841,367 | |
| | | | | | | |
Total U.S. Treasury Notes (Cost $7,286,335) | | | | | | | 7,316,253 | |
| | | | | | | |
Preferred Stocks—3.0%
| | | | | | | | |
Financial— 3.0% | | | | | | | | |
Aegon NV, 6.204%, 12/15/10 | | | 13,560 | | | | 349,034 | |
Cabco GS Cap Preferred, 4.12%, 2/15/34 | | | 34,800 | | | | 833,460 | |
Citigroup Capital VII, 7.125%, 7/31/31 | | | 19,000 | | | | 480,700 | |
ING Groep NV Preferred, 7.05%, 09/15/07 | | | 10,000 | | | | 253,200 | |
JP Morgan Chase Capital X, 7.00%, 2/15/32 | | | 11,000 | | | | 277,860 | |
Morgan Stanley Capital Trust II, 7.25%, 7/31/06 | | | 7,000 | | | | 178,080 | |
| | | | | | | |
Total Preferred Stocks (Cost $2,381,104) | | | | | | | 2,372,334 | |
| | | | | | | |
Investment Company—3.0%
| | | | | | | | |
Fifth Third Prime Money Market | | | | | | | | |
Fund — Institutional Class | | $ | 2,348,018 | | | | 2,348,018 | |
| | | | | | | |
Total Investment Companies (Cost $2,348,018) | | | | | | | 2.348.018 | |
| | | | | | | |
Total Investments (Cost $78,653,368) — 99.1% | | | | | | | 78,218,789 | |
| | | | | | | |
Other assets in excess of liabilities — 0.9% | | | | | | | 702,218 | |
| | | | | | | |
NET ASSETS — 100.0% | | | | | | $ | 78,921,007 | |
| | | | | | | |
| | |
(a) | | Security exempt from registration under Rule 144a of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. These securities have been deemed liquid by the Investment Adviser based on procedures approved by the Board of Trustees. |
|
(b) | | Variable Rate Security. The interest rates on these securities are adjusted periodically to reflect the current short-term interest rates. The rates presented in this report represent the rates that were in effect on March 31, 2007. |
| | |
ABS | | Asset Backed Security |
| | |
CMO | | Collateralized Mortgage Obligation |
| | |
LLC | | Limited Liability Co. |
| | |
PLC | | Public Limited Company |
See notes to financial statements.
13
1st Source Monogram Funds
Income Fund
Statement of Assets and Liabilities
March 31, 2007
| | | | |
Assets: | | | | |
Investments, at value (cost $78,653,368) | | $ | 78,218,789 | |
Interest and dividends receivable | | | 773,111 | |
Receivable for capital shares issued | | | 14,448 | |
Prepaid expenses | | | 770 | |
| | | |
Total Assets | | | 79,007,118 | |
| | | |
| | | | |
Liabilities: | | | | |
Payable for capital shares redeemed | | | 14,322 | |
Accrued expenses and other payables: | | | | |
Investment adviser | | | 37,627 | |
Administration | | | 1,660 | |
Shareholder servicing | | | 7,319 | |
Accounting | | | 888 | |
Chief compliance officer | | | 48 | |
Custodian | | | 903 | |
Transfer agent | | | 3,523 | |
Trustee | | | 418 | |
Other | | | 19,403 | |
| | | |
Total Liabilities | | | 86,111 | |
| | | |
| | | | |
Net Assets | | $ | 78,921,007 | |
| | | |
| | | | |
Composition of Net Assets: | | | | |
Capital | | $ | 83,378,900 | |
Accumulated net investment gain | | | 72,251 | |
Accumulated net realized losses from investment transactions | | | (4,095,565 | ) |
Unrealized depreciation from investments | | | (434,579 | ) |
| | | |
| | | | |
Net Assets | | $ | 78,921,007 | |
| | | |
| | | | |
Shares Outstanding (par value $0.01, unlimited number of authorized shares) | | | 8,115,054 | |
| | | |
| | | | |
Net Asset Value, Offering and Redemption Price per share | | $ | 9.73 | |
| | | |
Statement of Operations
For the year ended March 31, 2007
| | | | |
Investment Income: | | | | |
Interest | | $ | 3,406,645 | |
Dividends | | | 272,289 | |
| | | |
Total Investment Income: | | | 3,678,934 | |
| | | | |
Expenses: | | | | |
Investment adviser | | | 414,892 | |
Administration | | | 113,153 | |
Distribution | | | 188,587 | |
Shareholder servicing | | | 28,848 | |
Accounting | | | 47,631 | |
Chief compliance officer | | | 6,111 | |
Custodian | | | 9,835 | |
Transfer agent | | | 30,685 | |
Trustee | | | 4,415 | |
Other | | | 41,584 | |
| | | |
Total expenses before fee reductions | | | 885,741 | |
Distribution fees voluntarily reduced | | | (188,587 | ) |
| | | |
Net Expenses | | | 697,154 | |
| | | |
Net Investment Income | | | 2,981,780 | |
| | | |
| | | | |
Net Realized/Unrealized Gains (Losses) from Investments: | | | | |
Realized losses from investment transactions | | | (632,360 | ) |
Change in unrealized appreciation/depreciation from investments | | | 1,624,230 | |
| | | |
Net realized\unrealized gains from Investments | | | 991,870 | |
| | | |
Change in net assets resulting from operations | | $ | 3,973,650 | |
| | | |
See notes to financial statements.
14
1st Source Monogram Funds
Income Fund
Statements of Changes in Net Assets
| | | | | | | | |
| | For the year ended | | | For the year ended | |
| | March 31, 2007 | | | March 31, 2006 | |
Investment Activities: | | | | | | | | |
Operations: | | | | | | | | |
Net investment income | | $ | 2,981,780 | | | $ | 2,522,823 | |
Realized losses from investment transactions | | | (632,360 | ) | | | (800,874 | ) |
Change in unrealized appreciation/depreciation from investments | | | 1,624,230 | | | | (594,731 | ) |
| | | | | | |
Change in net assets resulting from operations | | | 3,973,650 | | | | 1,127,218 | |
| | | | | | |
| | | | | | | | |
Distributions: | | | | | | | | |
From net investment income | | | (3,219,656 | ) | | | (3,057,168 | ) |
| | | | | | |
Change in net assets from shareholder distributions | | | (3,219,656 | ) | | | (3,057,168 | ) |
| | | | | | |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Proceeds from shares issued | | | 17,341,764 | | | | 14,600,418 | |
Dividends reinvested | | | 2,782,701 | | | | 2,614,843 | |
Cost of shares redeemed | | | (14,831,585 | ) | | | (17,856,653 | ) |
| | | | | | |
Change in net assets from capital share transactions | | | 5,292,880 | | | | (641,392 | ) |
| | | | | | |
| | | | | | | | |
Change in net assets | | | 6,046,874 | | | | (2,571,342 | ) |
| | | | | | | | |
Net Assets: | | | | | | | | |
Beginning of year | | | 72,874,133 | | | | 75,445,475 | |
| | | | | | |
End of year | | $ | 78,921,007 | | | $ | 72,874,133 | |
| | | | | | |
| | | | | | | | |
Share Transactions: | | | | | | | | |
Issued | | | 1,791,457 | | | | 1,485,929 | |
Reinvested | | | 288,297 | | | | 266,147 | |
Redeemed | | | (1,532,253 | ) | | | (1,820,565 | ) |
| | | | | | |
Change in shares | | | 547,501 | | | | (68,489 | ) |
| | | | | | |
| | | | | | | | |
Accumulated net investment income | | $ | 72,251 | | | $ | 41,712 | |
| | | | | | |
See notes to financial statements.
15
1st Source Monogram Funds
Income Fund
Financial Highlights
Selected data for a share outstanding throughout the years indicated.
| | | | | | | | | | | | | | | | | | | | |
| | For the years ended March 31, | |
| | 2006 | | | 2005 | | | 2004 | | | 2003 | | | 2002 | |
Net Asset Value, Beginning of Year | | $ | 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 Year | | $ | 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’s) | | $ | 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. |
See notes to financial statements.
16
1st Source Monogram Funds
Long/Short Fund
Michael Shinnick
Investment Concerns
Investment in shares of the Fund are more volatile and risky than some other forms of investment. Since the Fund has both a long and a short portfolio, investments will involve risks associated with twice the number of investment decisions made for a typical stock fund. These types of funds typically have a high portfolio turnover that could increase transaction costs and cause short-term capital gains to be realized. While it may be the intent of the manager to take long positions in stocks that outperform the market and short positions in stocks that underperform the market there is no assurance that the manager will be successful.
Q. | | How did the Fund perform relative to its benchmark for the 12-month period ended March 31, 2007? |
|
A. | | The Fund gained 10.44%. This Fund’s objective is to produce a positive absolute return in all market conditions. We attempt to generate an annualized gain that is five percentage points greater than the return of the Citigroup U.S. Domestic Three-Month Treasury Bill Index1, which during this period was 4.98%. |
|
Q. | | What factors contributed to the Fund’s performance? |
|
A. | | The Fund held the majority of its assets in long positions. The stock market posted healthy gains, so that net-long strategy boosted returns. We generally use an analysis of intrinsic valuations as a leading criterion in taking long and short positions. Being net long in stocks with valuations that appeared attractive helped returns, as did strong demand from corporate buybacks and private equity buyers who also recognized the values in these stocks. The types of stocks we tend own often have the characteristics that acquirers seek, such as: strong cash flow, low EV/EBITDA multiples, manageable amounts of debt and stable business prospects.2 |
|
| | The Fund’s sector allocations also lifted performance. In particular, we held a substantial overweight position in telecommunications stocks relative to the S&P 5003 equity index. The telecommunications sector led the market during this 12-month time period, so the Fund’s large stake helped drive its strong returns. Strong stock selection within that sector also boosted returns. Likewise, the Fund’s large positions in energy and basic materials stocks benefited performance, as did selection in those sectors.2 |
|
| | Our short positions did not contribute to the Fund’s total gains for the entire period. We short-sold certain consumer discretionary and technology stocks, due to our belief that these stocks were overvalued—particularly given the possibility that the housing slowdown might weaken consumer spending. While the Fund’s short positions decreased total returns during the full period, they reduced the portfolio’s overall volatility and contribute positively to the risk-adjusted returns for the Fund. For example, the short positions helped the Fund post a positive return during the second calendar quarter of 2006, despite a decline in the equity market.2 |
Past performance is not predictive of future results. The investment return and net asset value per share will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemptions of fund shares.
| | |
1 | | The Citigroup U.S. Domestic Three-Month Treasury Bill Index is an index representative of the money markets. It is an average of the last three three-month U.S. Treasury bill issues (excluding the current month-end bill). This index is unmanaged and does not reflect the deduction of fees or taxes associated with a mutual fund, such as investment management and fund accounting fees. The performance of the Fund reflects the deduction of fees for these services. Investors cannot invest directly in an index, although they can invest in its underlying securities. |
|
2 | | The composition of the Fund’s portfolio is subject to change. |
|
3 | | The S&P 500 Stock Index is an unmanaged index that generally reflects the performance of the U.S. stock market as a whole. This index is unmanaged and does not reflect the deduction of fees or taxes associated with a mutual fund, such as investment management and fund accounting fees. The performance of the Fund reflects the deduction of fees for these services. Investors cannot invest directly in an index, although they can invest in its underlying securities. |
Since the risk in this Fund relates specifically to the manager’s stock selection techniques and not to any systematic or economic factors, the proper benchmark is an asset that also has the least exposure to systematic influences. U.S. 90-day T-bills are such an asset. An investment in a 90-day T-bill is different from an investment in the Long/Short Fund because T-bills are backed by the full faith and credit of the U.S. government. T-bills have a fixed rate of return, and investors do not bear the risk of losing their investment. The income received from T-bills is free from state income tax.
Continued
17
1st Source Monogram Funds
Long/Short Fund
Growth of a $10,000 Investment
Percentage of Total Long Portfolio Investments (unaudited)
Percentage of Total Short Portfolio Investments (unaudited)
Average Annual Total Return (unaudited)
| | | | | | | | | | | | |
As of 3/31/07 | | 1 Year | | 3 Year | | Inception |
Long/Short Fund | | | 10.44 | % | | | 7.74 | % | | | 8.03 | % |
Citigroup U.S. Domestic Three-Month Treasury Bill Index | | | 4.98 | % | | | 3.33 | % | | | 2.90 | % |
Net Expense Ratio | | | 1.73 | % | | | | | | | | |
Gross Expense Ratio | | | 1.98 | % | | | | | | | | |
Past performance is not predictive of future results. The investment return and net asset value per share will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemptions of fund shares.
Investment performance reflects voluntary fee waivers in effect from August 1, 2006, which may be discontinued at any time. Without these fee waivers, the performance would have been lower.
The chart represents a hypothetical investment of $10,000 in the 1st Source Monogram Long/Short Fund from 8/1/03 to 3/31/07, and represents the reinvestment of dividends and capital gains in the Fund.
The Citigroup U.S. Domestic Three-Month Treasury Bill Index is an index representative of the money markets. It is an average of the last three three-month U.S. Treasury bill issues (excluding the current month-end bill). This index is unmanaged and does not reflect the deduction of fees or taxes associated with a mutual fund, such as investment management and fund accounting fees. The performance of the Fund reflects the deduction of fees for these services. Investors cannot invest directly in an index, although they can invest in its underlying securities.
18
| | |
1st Source Monogram Funds | | Schedule of Portfolio Investments |
Long/Short Fund
Common Stocks - 77.3% | | March 31, 2007 |
| | | | | | | | |
Security Description | | Shares | | | Value ($) | |
Basic Materials— 3.1% | | | | | | | | |
Alcoa, Inc. | | | 22,000 | | | $ | 745,800 | |
Newmont Mining Corp. | | | 22,500 | | | | 944,775 | |
| | | | | | | |
| | | | | | | 1,690,575 | |
| | | | | | | |
Communications— 14.5% | | | | | | | | |
AT&T, Inc. | | | 24,250 | | | | 956,177 | |
BCE, Inc. | | | 45,000 | | | | 1,272,600 | |
Deutsche Telekom AG ADR | | | 54,000 | | | | 892,620 | |
EarthLink, Inc.(a) | | | 30,000 | | | | 220,500 | |
Idearc, Inc. | | | 20,200 | | | | 709,020 | |
Nokia Corp. ADR | | | 40,000 | | | | 916,800 | |
SK Telecom Co. Ltd. ADR | | | 12,000 | | | | 281,040 | |
Sprint Nextel Corp. | | | 30,000 | | | | 568,800 | |
Turkcell Iletisim Hizmetleri AS ADR | | | 40,000 | | | | 530,000 | |
Verizon Communications, Inc. | | | 24,000 | | | | 910,080 | |
Vodafone Group PLC ADR | | | 19,875 | | | | 533,843 | |
| | | | | | | |
| | | | | | | 7,791,480 | |
| | | | | | | |
Consumer Cyclical— 6.8% | | | | | | | | |
Southwest Airlines Co. | | | 100,000 | | | | 1,470,000 | |
Target Corp. | | | 1,000 | | | | 59,260 | |
Wal-Mart Stores, Inc. | | | 45,000 | | | | 2,112,750 | |
| | | | | | | |
| | | | | | | 3,642,010 | |
| | | | | | | |
| | | | | | | | |
Consumer Non-Cyclical— 2.8% | | | | | | | | |
Anheuser-Busch Cos., Inc. | | | 4,500 | | | | 227,070 | |
ChoicePoint, Inc.(a) | | | 12,000 | | | | 449,160 | |
The Servicemaster Co. | | | 27,000 | | | | 415,530 | |
Western Union Co. | | | 18,000 | | | | 395,100 | |
| | | | | | | |
| | | | | | | 1,486,860 | |
| | | | | | | |
Energy— 16.2% | | | | | | | | |
CARBO Ceramics, Inc. | | | 30,000 | | | | 1,396,500 | |
ConocoPhillips | | | 4,500 | | | | 307,575 | |
Enbridge Energy Management LLC(a) | | | 15,924 | | | | 860,055 | |
Enerplus Resources Fund | | | 25,000 | | | | 1,055,500 | |
Hess Corp. | | | 18,000 | | | | 998,460 | |
International Coal Group, Inc.(a) | | | 50,300 | | | | 264,075 | |
Occidental Petroleum Corp. | | | 18,000 | | | | 887,580 | |
Plains All American Pipeline LP | | | 17,500 | | | | 1,008,175 | |
Precision Drilling Trust | | | 50,000 | | | | 1,142,500 | |
XTO Energy, Inc. | | | 15,333 | | | | 840,402 | |
| | | | | | | |
| | | | | | | 8,760,822 | |
| | | | | | | |
Financial— 13.0% | | | | | | | | |
American International Group, Inc. | | | 10,000 | | | | 672,200 | |
Crescent Real Estate Equities Co. | | | 34,890 | | | | 699,894 | |
Eaton Vance Corp. | | | 12,000 | | | | 427,680 | |
Education Realty Trust, Inc. | | | 47,900 | | | | 707,962 | |
Innkeepers USA Trust | | | 60,000 | | | | 976,800 | |
The Allstate Corp. | | | 22,000 | | | | 1,321,320 | |
The Progressive Corp. | | | 100,000 | | | | 2,182,000 | |
| | | | | | | |
| | | | | | | 6,987,856 | |
| | | | | | | |
Health Care— 3.5% | | | | | | | | |
Johnson & Johnson | | | 12,000 | | | | 723,120 | |
Mylan Laboratories, Inc. | | | 14,495 | | | | 306,424 | |
Symmetry Medical, Inc.(a) | | | 52,100 | | | | 850,793 | |
| | | | | | | |
| | | | | | | 1,880,337 | |
| | | | | | | |
Industrials— 9.4% | | | | | | | | |
Alliant Techsystems, Inc.(a) | | | 12,000 | | | | 1,055,040 | |
Arlington Tankers Ltd. | | | 17,185 | | | | 410,034 | |
Encore Wire Corp. | | | 30,000 | | | | 759,600 | |
Nordic American Tanker Shipping Ltd. | | | 15,900 | | | $ | 576,375 | |
Tyco International Ltd. | | | 20,000 | | | | 631,000 | |
Union Pacific Corp. | | | 1,000 | | | | 101,550 | |
USG Corp.(a) | | | 8,000 | | | | 373,440 | |
Waste Management, Inc. | | | 34,000 | | | | 1,169,940 | |
| | | | | | | |
| | | | | | | 5,076,979 | |
| | | | | | | |
Technology— 8.0% | | | | | | | | |
Computer Sciences Corp.(a) | | | 27,600 | | | | 1,438,788 | |
First Data Corp. | | | 50,000 | | | | 1,345,000 | |
Global Payments, Inc. | | | 12,500 | | | | 425,750 | |
OmniVision Technologies, Inc.(a) | | | 30,000 | | | | 388,800 | |
Oracle Corp.(a) | | | 40,000 | | | | 725,200 | |
| | | | | | | |
| | | | | | | 4,323,538 | |
| | | | | | | |
| | | | | | | | |
Total Common Stocks | | | | | | | | |
(Cost $39,367,410) | | | | | | | 41,640,457 | |
| | | | | | | |
Repurchase Agreements—20.5%
| | | | | | | | |
| | Principal | | | | |
Security Description | | Amount ($) | | | Value ($) | |
Bear Stearns, 5.10%, purchased 3/30/07, due 4/2/07 with a maturity value of 11,083,841 (collateralized fully by U.S. Treasury Bond 3.875%, 4/15/29) | | $ | 11,079,132 | | | | 11,079,132 | |
| | | | | | | |
| | | | | | | | |
Total Repurchase Agreements | | | | | | | | |
(Cost $11,079,132) | | | | | | | 11,079,132 | |
| | | | | | | |
Preferred Stocks—1.7%
| | | | | | | | |
Security Description | | Shares | | | Value ($) | |
Financial— 1.7% | | | | | | | | |
Bank One Capital Trust VI Preferred, 7.20%, 10/15/31 | | | 18,600 | | | | 473,184 | |
Cabco GS Cap Preferred, 4.12%, 2/15/34 | | | 18,100 | | | | 433,495 | |
| | | | | | | |
Total Preferred Stocks | | | | | | | | |
(Cost $901,158) | | | | | | | 906,679 | |
| | | | | | | |
| | | | | | | | |
Total Investments | | | | | | | | |
(Cost $51,347,700) — 99.5% | | | | | | | 53,626,268 | |
| | | | | | | |
Other assets in excess of liabilities — 0.5% | | | | | | | 268,119 | |
| | | | | | | |
| | | | | | | | |
NET ASSETS — 100.0% | | | | | | $ | 53,894,387 | |
| | | | | | | |
See notes to financial statements, continued
19
| | |
1st Source Monogram Funds Long/Short Fund
Securities Sold Short Common Stocks - 22.6% | | Schedule of Portfolio Investments March 31, 2007 |
| | | | | | | | |
Security Description | | Shares | | | Value ($) | |
Basic Materials— (0.4)% | | | | | | | | |
Weyerhaeuser Co. | | | 3,000 | | | $ | 224,220 | |
| | | | | | | |
Communications— 2.6% | | | | | | | | |
Amazon.com, Inc.(a) | | | 20,000 | | | | 795,800 | |
aQuantive, Inc.(a) | | | 22,000 | | | | 614,020 | |
| | | | | | | |
| | | | | | | 1,409,820 | |
| | | | | | | |
| | | | | | | | |
Consumer Cyclical— 9.3% | | | | | | | | |
AMR Corp.(a) | | | 12,000 | | | | 365,400 | |
Best Buy Co., Inc. | | | 17,850 | | | | 869,652 | |
CDW Corp. | | | 13,000 | | | | 798,590 | |
General Motors Corp. | | | 14,000 | | | | 428,960 | |
Kohl’s Corp.(a) | | | 5,400 | | | | 413,694 | |
Limited Brands, Inc. | | | 14,000 | | | | 364,840 | |
Lowe’s Cos., Inc. | | | 22,000 | | | | 692,780 | |
Steelcase, Inc. Class A | | | 32,800 | | | | 652,392 | |
Urban Outfitters, Inc.(a) | | | 16,000 | | | | 424,160 | |
| | | | | | | |
| | | | | | | 5,010,468 | |
| | | | | | | |
Consumer Non-Cyclical— (0.8)% | | | | | | | | |
Robert Half International, Inc. | | | 11,500 | | | | 425,615 | |
| | | | | | | |
Energy— (1.1)% | | | | | | | | |
Exxon Mobil Corp. | | | 8,000 | | | | 603,600 | |
| | | | | | | |
Industrials— (1.2)% | | | | | | | | |
The Boeing Co. | | | 7,500 | | | | 666,825 | |
| | | | | | | |
Technology— 7.2% | | | | | | | | |
Advent Software, Inc.(a) | | | 22,000 | | | | 767,140 | |
CA, Inc. | | | 32,000 | | | | 829,120 | |
Electronic Arts, Inc.(a) | | | 13,079 | | | | 658,658 | |
Hewlett-Packard Co. | | | 16,000 | | | | 642,240 | |
KLA-Tencor Corp. | | | 12,000 | | | | 639,840 | |
Research In Motion, Ltd.(a) | | | 2,400 | | | | 327,576 | |
| | | | | | | |
| | | | | | | 3,864,574 | |
| | | | | | | |
| | | | | | | | |
Total Common Stocks (Cost $11,917,726) | | | | | | $ | 12,205,122 | |
| | | | | | | |
| | |
(a) Represents non-income producing security. ADR American Depositary Receipt LLC Limited Liability Company PLC Public Limited Company
|
See Notes to Financial Statements.
20
1st Source Monogram Funds
Long/Short Fund
Statement of Assets and Liabilities
March 31, 2007
| | | | |
Assets: | | | | |
Investments, at value (cost $40,268,568) | | $ | 42,547,136 | |
Repurchase agreements, at cost | | | 11,079,132 | |
| | | |
Total Investments | | | 53,626,268 | |
| | | | |
Deposits with brokers for securities sold short | | | 12,171,359 | |
Interest and dividends receivable | | | 175,162 | |
Receivable for capital shares issued | | | 51,272 | |
Receivable for investments sold | | | 1,180,495 | |
Prepaid expenses | | | 5,341 | |
| | | |
Total Assets | | | 67,209,897 | |
| | | | |
Liabilities: | | | | |
Payable for investments purchased | | | 1,018,225 | |
Payable for capital shares redeemed | | | 23,099 | |
Securities sold short, at value (proceeds of $11,917,726) | | | 12,205,122 | |
Accrued expenses and other payables: | | | | |
Investment adviser | | | 49,003 | |
Administration | | | 1,106 | |
Shareholder servicing | | | 3,366 | |
Accounting | | | 549 | |
Custodian | | | 1,133 | |
Transfer agent | | | 2,027 | |
Trustee | | | 267 | |
Other | | | 11,613 | |
| | | |
Total Liabilities | | | 13,315,510 | |
| | | |
| | | | |
Net Assets | | $ | 53,894,387 | |
| | | |
| | | | |
Composition of Net Assets: | | | | |
Capital | | $ | 50,596,995 | |
Accumulated net investment income | | | 64,196 | |
Accumulated net realized gains from investment transactions | | | 1,242,024 | |
Unrealized appreciation from investments | | | 1,991,172 | |
| | | |
| | | | |
Net Assets | | $ | 53,894,387 | |
| | | |
| | | | |
Shares Outstanding (par value $0.01, unlimited number of authorized shares) | | | 4,650,227 | |
| | | |
| | | | |
Net Asset Value, Offering and Redemption Price per share | | $ | 11.59 | |
| | | |
Statement of Operations
For the year ended March 31, 2007
| | | | |
Investment Income: | | | | |
Interest | | $ | 401,154 | |
Dividends | | | 1,243,973 | |
| | | |
Total Investment Income | | | 1,645,127 | |
| | | | |
Expenses: | | | | |
Investment adviser | | | 425,841 | |
Administration | | | 58,069 | |
Distribution | | | 96,782 | |
Shareholder servicing | | | 14,543 | |
Accounting | | | 23,230 | |
Chief Compliance Officer | | | 3,081 | |
Custodian | | | 21,022 | |
Transfer agent | | | 28,422 | |
Trustee | | | 2,775 | |
Dividend expense | | | 109,987 | |
Other | | | 27,540 | |
| | | |
Total expenses before fee reductions | | | 811,292 | |
Distribution fees voluntarily reduced | | | (96,782 | ) |
| | | |
Net Expenses | | | 714,510 | |
| | | |
Net Investment Income | | | 930,617 | |
| | | |
| | | | |
Net Realized/Unrealized Gains (Losses) from Investments and Securities Sold Short: | | | | |
Realized gains from investment transactions | | | 3,399,698 | |
Realized losses from securities sold short | | | (1,122,731 | ) |
Change in unrealized appreciation/depreciation from investments | | | 668,156 | |
Change in unrealized appreciation/depreciation from securities sold short | | | (163,743 | ) |
| | | |
Net realized\unrealized gains (losses) from Investments and Securities Sold Short | | | 2,781,380 | |
| | | |
| | | | |
Change in Net Assets Resulting from Operations | | $ | 3,711,997 | |
| | | |
See Notes to Financial Statements.
21
1st Source Monogram Funds
Long/Short Fund
Statements of Changes in Net Assets
| | | | | | | | |
| | For the year ended | | | For the year ended | |
| | March 31, 2007 | | | March 31, 2006 | |
Investment Activities: | | | | | | | | |
Operations: | | | | | | | | |
Net investment income | | $ | 930,617 | | | $ | 537,811 | |
Realized gains from investment transactions and securities sold short | | | 2,276,967 | | | | 801,498 | |
Change in unrealized appreciation/depreciation from investments and securities sold short | | | 504,413 | | | | 988,318 | |
| | | | | | |
Change in net assets resulting from operations | | | 3,711,997 | | | | 2,327,627 | |
| | | | | | |
| | | | | | | | |
Distributions: | | | | | | | | |
From net investment income | | | (927,525 | ) | | | (509,345 | ) |
From net realized gains | | | (1,761,899 | ) | | | (514,334 | ) |
| | | | | | |
Change in net assets from shareholder distributions | | | (2,689,424 | ) | | | (1,023,679 | ) |
| | | | | | |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Proceeds from shares issued | | | 23,656,008 | | | | 7,107,260 | |
Dividends reinvested | | | 2,331,877 | | | | 895,790 | |
Cost of shares redeemed | | | (2,947,120 | ) | | | (4,603,131 | ) |
| | | | | | |
Change in net assets from capital share transactions | | | 23,040,765 | | | | 3,399,919 | |
| | | | | | |
| | | | | | | | |
Change in net assets | | | 24,063,338 | | | | 4,703,867 | |
| | | | | | | | |
Net Assets: | | | | | | | | |
Beginning of year | | | 29,831,049 | | | | 25,127,182 | |
| | | | | | |
End of year | | $ | 53,894,387 | | | $ | 29,831,049 | |
| | | | | | |
| | | | | | | | |
Share Transactions: | | | | | | | | |
Issued | | | 2,043,074 | | | | 648,940 | |
Reinvested | | | 201,945 | | | | 81,700 | |
Redeemed | | | (256,101 | ) | | | (420,012 | ) |
| | | | | | |
Change in shares | | | 1,988,918 | | | | 310,628 | |
| | | | | | |
| | | | | | | | |
Accumulated net investment income | | $ | 64,196 | | | $ | 40,106 | |
| | | | | | |
See notes to financial statements.
22
1st Source Monogram Funds
Long/Short Fund
Financial Highlights
Selected data for a share outstanding throughout the periods indicated.
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | For the | |
| | | | | | | | | | | | | | period ended | |
| | For the year 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 | | | | — | (b) |
Net realized and unrealized gains from investments | | | 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 | ) | | | — | (b) |
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’s) | | $ | 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 Long/Short Fund commenced operations on August 1, 2003. |
|
(b) | | Amount is less than $0.005 per share. |
|
(c) | | Not annualized. |
|
(d) | | Includes dividend expense on 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. |
See notes to financial statements.
23
1st Source Monogram Funds
Notes to Financial Statements
March 31, 2007
1. Organization:
The Coventry Group (the “Group”) was organized on January 8, 1992 as a Massachusetts business trust, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Group contains the following 1st Source Monogram Funds (individually a “Fund,” collectively the “Funds”):
| | |
Fund Legal Name | | Short Name |
1st Source Monogram Income Equity Fund | | Income Equity Fund |
1st Source Monogram Income Fund | | Income Fund |
1st Source Monogram Long/Short Fund | | Long/Short Fund |
Financial statements for all other series of the Group are published separately.
Under the Group’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Group. In addition, in the normal course of business, the Group may enter into contracts with their vendors and others that provide for general indemnifications. Each Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect that risk of loss to be remote.
2. Reorganization:
Income Equity Fund - The Trust entered into an agreement and plan of reorganization on behalf of the Diversified Equity Fund and the Income Equity Fund, that provides for the acquisition by the Income Equity Fund of all of the assets, subject to stated liabilities, of the Diversified Equity Fund, in exchange for shares of the Income Equity Fund, the distribution of such shares to the shareholders of the Diversified Equity Fund and the dissolution of the Diversified Equity Fund. The reorganization, which qualified as a tax-free exchange for Federal income tax purposes, was approved by the Board of Trustees on January 16, 2007 and completed on March 30, 2007. The following is a summary of shares outstanding, net assets and net asset value per share issued immediately before and after the reorganization:
| | | | | | |
| | Before Reorganization | | After Reorganization |
| | Diversified Equity | | Income Equity | | Income Equity |
| | Fund | | Fund | | Fund |
Shares | | 2,348,520.441 | | 10,012,539.023 | | 11,278,057.346 |
Net Assets | | $18,724,111 | | $148,143,586 | | $166,867,697 |
Net Asset Value: | | $7.97 | | $14.80 | | $14.80 |
Net unrealized appreciation | | $2,016,254 | | $33,960,326 | | $35,976,580 |
3. Significant Accounting Policies:
The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements requires management to make estimates and assumptions that may affect the reported amounts of income and expenses for the period. Actual results could differ from those estimates.
Securities Valuation:
The value of each equity security is based either on the last sale price on a national securities exchange, or in the absence of recorded sales, at the closing bid prices on such exchanges, or at the quoted bid price in the over-the-counter market. Equity securities traded on the NASDAQ stock market are valued at the NASDAQ official closing price.
Bonds and other fixed income securities (other than short-term obligations but including listed issues) are valued on the basis of valuations furnished by a pricing service, the use of which has been approved by the Group’s Board of Trustees. In making such valuations, the pricing service utilizes both dealer-supplied valuations and electronic data processing techniques which take into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, and trading characteristics other than market data and without exclusive reliance upon quoted prices or exchanges or over-the-counter prices, since such valuations are believed to reflect more accurately the fair value of such securities. All debt portfolio
Continued
24
1st Source Monogram Funds
securities with a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Under the amortized cost method, discount or premium, if any, is accreted or amortized, respectively, on a constant (straight-line) basis to the maturity of the security.
Securities or other assets for which market quotations are not readily available (e.g., an approved pricing service does not provide a price, a furnished price is in error, certain stale prices, or an event occurs that materially affects the furnished price) are valued at fair value as determined in good faith by or at the direction of the Group’s Board of Trustees.
New Accounting Pronouncements:
On July 13, 2006 the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 (“FIN 48”), “Accounting for the Uncertainty of Income Taxes”. FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Funds’ tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be booked as a tax expense in the current year and recognized as: a liability for unrecognized tax benefits; a reduction of an income tax refund receivable; a reduction of deferred tax asset; an increase in deferred tax liability; or a combination thereof. Adoption of FIN 48 is required no later than the last business day of the first financial statement reporting period for fiscal years beginning after December 15, 2006. At this time, management is evaluating the implications of FIN 48 and its impact on the Funds’ financial statements has not yet been determined.
In September 2006, the FASB issued Statement on Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements.” This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current accounting principles generally accepted in the United States of America from the application of this Statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As of March 31, 2007, the Funds do not believe the adoption of SFAS No. 157 will impact the financial statement amounts; however, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements on changes in net assets.
Repurchase Agreements:
The Funds may enter into repurchase agreements with banks or broker-dealers which 1st Source Corporation Investment Advisers, Inc., (the “Adviser”), a wholly owned subsidiary of 1st Source Bank, deems creditworthy. The repurchase price generally equals the price paid by a 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, is required to maintain the collateral held pursuant to the agreement, with a market value equal to or greater than the repurchase price (including accrued interest). Collateral subject to repurchase agreements is held by the Funds’ custodian or another qualified custodian or in the Federal Reserve/Treasury book-entry system. If the counterparty defaults and the fair value of the collateral declines, realization of the collateral by the Funds may be delayed or limited.
Written Options:
The Funds may write covered call or secured put options for which premiums received are recorded as liabilities and are subsequently adjusted to the current value of the options written. Premiums received from writing options that expire are treated as realized gains. Premiums received from writing options, which are either exercised or closed, are offset against the proceeds received or amount paid on the transaction to determine realized gains or losses. The Funds did not have any option activity for the year ended March 31, 2007.
Security Transactions and Related Income:
Changes in holdings of portfolio securities shall be reflected no later than in the first calculation on the first business day following the trade date. However, for financial reporting purposes, portfolio security transactions are reported on trade date. Interest income is recognized on the accrual basis and includes, where applicable, the amortization of premium or discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.
Continued
25
1st Source Monogram Funds
Short Sales Transactions:
The Long/Short Fund may engage in short sales (selling securities it does not own) as part of its normal investment activities. These short sales are collateralized by cash deposits and securities with the applicable counterparty broker. The collateral required is determined daily by reference to the market value of the short positions. Such collateral for the Fund is held by one broker. Dividend expense of short sales is treated as an expense on the Statement of Operations. Liabilities for securities sold short are reported at market value in the financial statements. Such liabilities are subject to off-balance sheet risk to the extent of any future increases in market value of the securities sold short. The ultimate liability for securities sold short could exceed the liabilities recorded in the Statement of Assets and Liabilities. Liabilities for securities sold short are closed out by purchasing the applicable securities for delivery to the counterparty broker.
Expenses:
Expenses directly attributable to a Fund are charged directly to the Fund. Expenses relating to the Group are allocated proportionately to each Fund within the Group according to the relative net assets of each Fund or on another reasonable basis.
Dividends to Shareholders:
Dividends from net investment income, if any, are declared and distributed monthly for the Income Equity Fund and Income Fund. Dividends for the Long/Short Fund are declared and distributed quarterly. Dividends from net realized gains, if any, are declared and distributed annually for all Funds.
The amounts of dividends from net investment income and of distributions from net realized gains, if any, are determined in accordance with federal income tax regulations, which may differ from GAAP. These ‘’book/tax’’ differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification.
Federal Income Taxes:
Each Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in Subchapter M of the Internal Revenue Code, and to make distributions from net investment income and from net realized capital gains sufficient to relieve it from all, or substantially all, federal income and excise taxes.
4. Related Party Transactions:
Investment Adviser:
The Funds and the Adviser are parties to an Investment Advisory Agreement under which the Adviser is entitled to receive an annual fee, computed daily and paid monthly, equal to the average daily net assets of each Fund, at the following annual percentage rates:
| | | | |
Fund | | Fee Rate |
Income Equity Fund | | | 0.80 | % |
Income Fund | | | 0.55 | |
Long/Short Fund | | | 1.10 | |
Administration:
The Funds and BISYS Fund Services Ohio, Inc. (“BISYS Ohio” or the “Administrator”), a wholly owned subsidiary of The BISYS Group, Inc., are parties to an Administration Agreement under which the Administrator provides services for a fee that is computed daily and paid monthly at an annual rate of 0.15% of the average daily net assets of each Fund. Certain officers and trustees of the Group are also employees of the Administrator and are paid no fees directly by the Funds for serving as officers of the Group, except the Chief Compliance Officer (the “CCO”). BISYS Ohio provides fund accounting and transfer agency services to the Funds pursuant to certain fee arrangements. As transfer agent for the Funds, BISYS receives a fee based on the number of shareholder accounts, subject to certain minimums and reimbursement of certain expenses. As fund accountant for the Funds, BISYS receives an annual fee computed daily and paid monthly at an annual rate of 0.03% of the average daily net assets of each Fund, subject to certain minimums and reimbursement of certain expenses.
Continued
26
1st Source Monogram Funds
Under a Compliance Services Agreement between the Funds and BISYS Ohio (the “CCO Agreement”), BISYS Ohio makes an employee available to serve as the Funds’ CCO. Under the CCO Agreement, BISYS Ohio also provides infrastructure and support in implementing the written policies and procedures comprising the Funds’ compliance program, including support services to the CCO. For the services provided under the CCO Agreement, the Funds paid BISYS Ohio $20,379 for the year ended March 31, 2007, plus certain out of pocket expenses. BISYS Ohio pays the salary and other compensation earned by any such individuals as employees of BISYS Ohio.
Effective July 1, 2005, the Funds entered into a Shareholder Servicing agreement with 1st Source Bank to provide shareholder services. The fees paid with respect to each applicable Fund is computed and paid monthly at an annual rate not to exceed $18.00 per account.
Distribution:
The Funds and BISYS Fund Services Limited Partnership (the “Distributor”), a wholly owned subsidiary of The BISYS Group, Inc., are parties to a Distribution Agreement under which shares of the Funds are sold on a continuous basis. The Group has adopted a Distribution and Shareholder Service Plan in accordance with Rule 12b-1 under the 1940 Act, pursuant to which each Fund is authorized to pay or reimburse the Distributor a periodic amount, calculated at an annual rate not to exceed 0.25% of the average daily net asset value of each Fund. These fees may be used by the Distributor to pay banks, including affiliates of the Adviser, broker-dealers and other institutions, or to reimburse the Distributor or its affiliates, for distribution and shareholder services in connection with the distribution of Fund shares. For the year ended March 31, 2007, the distribution fees were voluntarily waived to limit total fund operating expenses. Any contractual and voluntary fee waivers are not subject to recoupment in subsequent fiscal periods.
5. Purchases and Sales of Securities:
Purchases and sales of investment securities, excluding short-term securities, securities sold short, and U.S. government securities, for the year ended March 31, 2007, totaled:
| | | | | | | | |
Fund | | Purchases | | Sales |
Income Equity Fund | | $ | 35,643,543 | * | | $ | 33,696,077 | |
Income Fund | | | 44,985,174 | | | | 43,599,621 | |
Long/Short Fund | | | 67,837,364 | | | | 53,868,711 | |
| | |
* | | $16,345,246 in purchases by the Fund on 3/31/07 were excluded from this table because they related to securities acquired from the merger with the Diversified Equity Fund. |
6. Federal Tax Information:
At March 31, 2007, the cost, gross unrealized appreciation and gross unrealized depreciation on securities, for federal income tax purposes, were as follows:
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Net Unrealized |
| | | | | | Tax Unrealized | | Tax Unrealized | | Appreciation |
| | Tax Cost | | Appreciation | | (Depreciation) | | (Depreciation) |
| | |
Income Equity Fund | | $ | 130,568,088 | | | $ | 37,389,540 | | | $ | (1,809,874 | ) | | $ | 35,579,666 | |
Income Fund | | | 79,292,869 | | | | 290,882 | | | | (1,364,962 | ) | | | (1,074,080 | ) |
Long/Short Fund | | | 39,631,943 | | | | 2,910,698 | | | | (1,121,495 | ) | | | 1,789,203 | |
The tax character of distributions paid during the fiscal year ended March 31, 2007 was as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Distributions paid from | | | | | | |
| | | | | | Net Long Term | | Total Taxable | | Tax Return of | | Total Distributions |
| | Ordinary Income | | Capital Gains | | Distributions | | Capital | | Paid1 |
| | |
Income Equity Fund | | $ | 2,254,928 | | | $ | 9,240,309 | | | $ | 11,495,237 | | | $ | — | | | $ | 11,495,237 | |
Income Fund | | | 3,219,656 | | | | — | | | | 3,219,656 | | | | — | | | | 3,219,656 | |
Long/Short Fund | | | 1,948,417 | | | | 741,007 | | | | 2,689,424 | | | | — | | | | 2,689,424 | |
The tax character of distributions paid during the fiscal year ended March 31, 2006 was as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Distributions paid from | | | | | | |
| | Ordinary | | Net Long Term | | Total Taxable | | Tax Return of | | Total Distributions |
| | Income | | Capital Gains | | Distributions | | Capital | | Paid1 |
| | |
Income Equity Fund | | $ | 2,909,557 | | | $ | 10,900,504 | | | $ | 13,810,061 | | | $ | — | | | $ | 13,810,061 | |
Income Fund | | | 3,057,168 | | | | — | | | | 3,057,168 | | | | — | | | | 3,057,168 | |
Long/Short Fund | | | 1,002,356 | | | | 21,323 | | | | 1,023,679 | | | | — | | | | 1,023,679 | |
Continued
27
1st Source Monogram Funds
As of March 31, 2007, the components of accumulated earnings/(deficit) on a tax basis was as follows:
Total Accumulated Earnings (Deficit)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Total |
| | Undistributed | | Undistributed | | | | | | Accumulated | | Unrealized | | Accumulated |
| | Ordinary | | Long—Term | | Accumulated | | Capital and | | Appreciation | | Earnings |
| | Income | | Capital Gains | | Earnings | | Other Losses | | (Depreciation)2 | | (Deficit) |
| | |
Income Equity Fund | | $ | 34,244 | | | $ | 2,469,516 | | | $ | 2,503,760 | | | $ | (1,550,501 | ) | | $ | 35,579,666 | | | $ | 36,532,925 | |
Income Fund | | | 72,251 | | | | — | | | | 72,251 | | | | (3,456,064 | ) | | | (1,074,080 | ) | | | (4,457,893 | ) |
Long/Short Fund | | | 1,428,836 | | | | 79,355 | | | | 1,508,191 | | | | — | | | | 1,789,203 | | | | 3,297,394 | |
| | |
1 | | Total distributions paid may differ from the amount reported in the Statement of Changes in Net Assets because for tax purposes distributions are recognized when actually paid. |
|
2 | | The differences between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to: tax deferral of losses on wash sales, the realization for tax purposes of unrealized gains/losses on certain derivative instruments, the difference between book and tax amortization methods for premium and market discount, partnerships, and the return of capital adjustments from real estate investment trusts. |
As of March 31, 2007, the following Funds had net capital loss carryforwards, which are available to offset future realized gains.
| | | | | | | | |
| | Amount | | Expires |
Income Equity Fund | | $ | 285,872 | | | | 2011 | |
| | | 1,264,629 | | | | 2012 | |
Income Fund | | | 743,428 | | | | 2009 | |
| | | 283,047 | | | | 2013 | |
| | | 958,942 | | | | 2014 | |
| | | 1,382,991 | | | | 2015 | |
Under current tax law, capital losses realized after October 31 of a Fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The following Funds had deferred post October capital losses, which will be treated as arising on the first business day of the fiscal year ending March 31, 2008:
| | | | |
| | Post-October Loss |
Income Fund | | $ | 87,656 | |
28
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of
1st Source Monogram Funds:
We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of the 1st Source Monogram Funds (comprised of the 1st Source Monogram Income Equity Fund, 1st Source Monogram Income Fund and 1st Source Monogram Long/Short Fund) (collectively, the “Funds”) (three of the funds constituting the Coventry Group) as of March 31, 2007, and the related statements of operations for the year then ended, and the statements of changes in net assets and financial highlights for each of the two years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights presented herein for each of the three years or periods in the period ended March 31, 2005, were audited by other auditors. Those auditors expressed an unqualified opinion on those financial highlights in their report dated May 24, 2005.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2007, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the 1st Source Monogram Funds at March 31, 2007, the results of their operations for the year then ended, and the changes in their net assets and financial highlights for each of the two years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Columbus, Ohio
May 24, 2007
29
1st Source Monogram Funds
Additional Information (unaudited)
The Annual Consideration By The Board Of Trustees Of The Continuation Of The Investment Advisory Agreement Between The Funds And 1st Source Corporation Investment Advisers, Inc. (The “Adviser”)
Section 15 of the Investment Company Act of 1940 (the “1940 Act”) requires that the Investment Advisory Agreement with the Adviser be renewed annually by the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Funds or of the Adviser (“Independent Trustees”). It is the duty of the Board of Trustees to request as much information as is reasonably necessary to evaluate the terms of the Investment Advisory Agreement and determine whether its continuance is fair to the Funds and their shareholders. The Board of Trustees considered the continuation of the Investment Advisory Agreement at an in-person meeting held on February 14, 2007. The Board of Trustees requested, and the Adviser provided, information and data relating to: (i) the investment performance of the Funds; (ii) the nature, extent and quality of the services provided by the Adviser to the Funds; (iii) the cost of the services to be provided and the profits to be realized by the Adviser and its affiliates from the relationship with the Funds; (iv) the extent to which economies of scale will be realized as the Funds grow; (v) whether the fee levels reflect these economies of scale to the benefit of Fund shareholders; (vi) the advisory fees paid by other comparable funds advised by the Adviser or by a different investment adviser; (vii) the Funds’ expense ratios and the expense ratios of similar funds; and (ix) the effect of any fee waivers and expense reimbursements made by the Adviser.
At the meeting on February 14, 2007, the Board of Trustees engaged in a thorough review process to determine whether to continue the Investment Advisory Agreement. The Board met directly with representatives of the Adviser and reviewed with them the information and data listed above. As part of its deliberations, the Board also considered and relied upon the information about the Funds and the Adviser that it had received throughout the year as part of its ongoing oversight of the Funds and their operations. The Board noted certain organizational changes with the Funds, including the reorganization of the 1st Source Monogram Diversified Equity Fund into the 1st Source Monogram Income Equity Fund, as well as the closure of the 1st Source Monogram Special Equity Fund. The Board considered the services performed by the Adviser on behalf of the Funds and changes in personnel at the Adviser.
The Board then review the performance of the Funds, taking note of the fact that each of the Funds, other than the 1st Source Monogram Income Equity Fund and the 1st Source Monogram Long/Short Fund, generally underperformed their benchmarks for the one-, three- and five-year periods. The Board reviewed efforts that the Adviser has been taking to address the performance results for Funds in order to achieve more consistently favorable results. The Board requested that they be kept apprised of these efforts by the Adviser. The Board also took note of the relationship between the Adviser and the Funds and the efforts that have been undertaken by the Adviser to foster the growth and development of the Funds, as well as plans for the continued growth of each Fund.
Turning to the level of the advisory fees paid by the Funds, the Board reviewed a comparative analysis of advisory fees and expense ratios based on publicly available data for comparable funds. The Board noted that the advisory fees and expense ratios of each of the Funds were within the range of advisory fees and expense ratios for comparable funds. The Board noted the range of investment advisory services provided by the Adviser and the level and quality of these services. The Board also reviewed financial information concerning the cost to the Adviser of providing services to the Funds and the overall profitability to the Adviser of its relationship with the Funds, noting the relationship was profitable to the Adviser and that the Adviser was financially sound.
In reaching its conclusions with respect to the continuation of the Investment Advisory Agreement, the Board of Trustees did not identify any single controlling factor. Rather, the Board noted that a combination of factors influenced their decision-making process. The Board did, however, identify the commitment of the Adviser to the successful operation of the Funds and the level of Fund expenses as being important elements in their consideration. Based upon their review and consideration of these factors and other matters deemed relevant by the Board in reaching an informed business judgment, a majority of the Board of Trustees, including a majority of the Independent Trustees, concluded that the terms of the Investment Advisory Agreement were fair and reasonable and the Board voted to renew the Investment Advisory Agreement for an additional one-year period.
Continued
30
1st Source Monogram Funds
Federal Income Tax Information
During the fiscal year ended March 31, 2007, the Funds declared long—term realized gain distributions in the following amounts:
| | | | |
| | 15% Capital Gains | |
Income Equity Fund | | $ | 9,240,309 | |
Long/Short Fund | | | 741,007 | |
For the fiscal year ended March 31, 2007, the following percentage of the total ordinary income distributions paid by the Funds qualify for the distributions received deduction available to corporate shareholders.
| | | | |
| | Distributions Received Deduction | |
Income Equity Fund | | | 100 | % |
Income Fund | | | 5 | % |
Long/Short Fund | | | 32 | % |
For the fiscal year ended March 31, 2007, distributions paid by the Funds may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Growth Tax Relief Reconciliation Act of 2003. The Funds intend to designate the maximum amount allowable as taxed at a maximum rate of 15%. Complete information will be reported in conjunction with your 2007 Form 1099-DIV.
| | | | |
| | Qualified Dividend Income | |
Income Equity Fund | | | 100 | % |
Income Fund | | | 3 | % |
Long/Short Fund | | | 36 | % |
Table of Shareholder Expenses (unaudited):
As a shareholder of the 1st Source Monogram Funds, you incur ongoing costs, including management fees; distribution and 12b-1 fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the 1st Source Monogram Funds and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2006 through March 31, 2007.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | | |
| | Beginning Account | | Ending | | Expense Paid | | Expense Ratio |
| | Value | | Account Value | | During Period* | | During Period |
| | 10/1/06 | | 3/31/07 | | 10/1/06 - 3/31/07 | | 10/1/06 - 3/31/07 |
|
1st Source Monogram Income Equity Fund | | $ | 1,000.00 | | | $ | 1,107.20 | | | $ | 5.99 | | | | 1.14 | % |
1st Source Monogram Income Fund | | | 1,000.00 | | | | 1,024.20 | | | | 4.44 | | | | 0.88 | % |
1st Source Monogram Long/Short Fund | | | 1,000.00 | | | | 1,060.40 | | | | 9.45 | | | | 1.84 | % |
|
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on each Fund’s expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | | |
| | Beginning Account | | Ending | | Expense Paid | | Expense Ratio |
| | Value | | Account Value | | During Period* | | During Period |
| | 10/01/06 | | 03/31/07 | | 10/1/06 - 3/31/07 | | 10/1/06 - 3/31/07 |
|
Income Equity Fund | | $ | 1,000.00 | | | $ | 1,019.25 | | | $ | 5.74 | | | | 1.14 | % |
Income Fund | | | 1,000.00 | | | | 1,020.54 | | | | 4.43 | | | | 0.88 | % |
Long/Short Fund | | | 1,000.00 | | | | 1,015.76 | | | | 9.25 | | | | 1.84 | % |
|
| | |
* | | Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year. |
31
1st Source Monogram Funds
Results of Special Meeting of Shareholders
A special meeting of the shareholders (the “Meeting”) of The Coventry Group (the “Group”) was held on March 26, 2007. The Funds are separate investment series of the Group. The Meeting was held for the purpose of approval of the Agreement and Plan of Reorganization, which provides for: (i) the transfer of all of the assets and liabilities of the Diversified Equity Fund in exchange for Shares of the 1st Source Monogram Income Equity Fund (the “Income Equity fund”); (ii) the distribution of shares of the Income Equity fund so received to shareholders of the Diversified Equity Fund; and (iii) the liquidation and termination of the Diversified Equity Fund. Information regarding the results of the shareholder vote are set forth below.
| | | | | | | | | | | | | | | | |
| | | | | | | | | | % of | | |
| | | | | | Number of | | Outstanding | | % of |
Fund | | | | Shares | | Shares | | Shares Present |
Diversified Equity Fund | | | | | | | | | | | | | | | | |
| | Affirmative | | | 4,411,187.311 | | | | 72.634 | % | | | 100 | % |
| | Against | | | 0 | | | | 0 | % | | | 0 | % |
| | Abstain | | | 0 | | | | 0 | % | | | 0 | % |
| | Total | | | 4,411,187.311 | | | | 72.634 | % | | | 100 | % |
Continued
32
1st Source Monogram Funds
Trustees and Officers (Unaudited)
March 31, 2007
Overall responsibility for management of the Funds rests with the Board of Trustees. The names of the Trustees and Officers of the Funds, their addresses, ages and principal occupations during the past five years are provided in the tables below. Trustees who are deemed “interested persons,” as defined in the Investment Company Act of 1940, are included in the table titled, “Interested Trustees.” Trustees who are not interested persons are referred to as Independent Trustees. The Funds’ Statement of Additional Information includes additional information about the Funds’ Trustees and is available, without charge and upon request, by calling 1-800-766-8938.
| | | | | | | | | | | | |
Name, | | | | Term of Office** | | | | Number of Funds | | |
Address | | Positions(s) Held | | and Length of | | Principal Occupation(s) | | in Fund Complex | | Other Directorships |
Age | | with the Funds | | Time Served | | During Past Five Years | | Overseen by Trustee | | Held by Trustee |
|
INTERESTED TRUSTEES* | | | | | | | | | | | | |
|
Walter B. Grimm | | Trustee | | Since 1996 | | Co-Owner, Leigh Investments, Inc. (Real | | | 12 | | | American |
3435 Stelzer Road | | | | | | Estate), 1/06 to present; Employee of BISYS | | | | | | Performance Funds; |
Columbus, Ohio 43219 | | | | | | Fund Services, 6/92 to 9/05 | | | | | | Legacy Funds Group; |
Age: 61 | | | | | | | | | | | | Performance Funds |
| | | | | | | | | | | | Trust |
|
INDEPENDENT TRUSTEES | | | | | | | | | | | | |
|
Maurice G. Stark | | Trustee | | Since 1992 | | Consultant, (part-time) Battelle Memorial | | | 12 | | | The Coventry Funds |
3435 Stelzer Road | | | | | | Institute, 1/95 to present. | | | | | | Trust |
Columbus, Ohio 43219 | | | | | | | | | | | | |
Age: 71 | | | | | | | | | | | | |
|
Michael M. Van Buskirk | | Trustee | | Since 1992 | | Chief Executive Officer, Ohio Bankers Assoc. | | | 12 | | | The Coventry Funds |
3435 Stelzer Road | | | | | | (industry trade association), 5/91 to present. | | | | | | Trust |
Columbus, Ohio 43219 | | | | | | | | | | | | |
Age: 60 | | | | | | | | | | | | |
|
Diane Armstrong | | Trustee | | Since 2004 | | Principal of King Dodson Armstrong Financial | | | 12 | | | The Coventry Funds |
3435 Stelzer Road | | | | | | Advisors, Inc., 8/03 to present; Director | | | | | | Trust |
Columbus, Ohio 43219 | | | | | | of Financial Planning, Hamilton Capital | | | | | | |
Age: 42 | | | | | | Management, 4/00 to 8/03. | | | | | | |
|
Dr. James Woodward | | Trustee | | Since 1997 | | Chancellor Emeritus, University of North | | | 12 | | | The Coventry Funds |
9201 University City Blvd. Road | | | | | | Carolina at Charlotte, 7/05 to present; | | | | | | Trust |
Charlotte, NC 28223 | | | | | | Chancellor, University of North Carolina at | | | | | | |
Age: 67 | | | | | | Charlotte, 7/98 to 7/05. | | | | | | |
|
OFFICERS WHO ARE NOT TRUSTEES | | | | | | | | | | |
|
R. Jeffrey Young | | President | | Since 1999 | | Employee of BISYS Fund Services, 10/93 to | | | | | | |
3435 Stelzer Road | | | | | | present. | | | | | | |
Columbus, Ohio 43219 | | | | | | | | | | | | |
Age: 42 | | | | | | | | | | | | |
|
Linda A. Durkin | | Treasurer | | Since 2006 | | Employee of BISYS Fund Services, 9/06 | | | | | | |
3435 Stelzer Road | | | | | | to present; employee of Investors Bank | | | | | | |
Columbus, Ohio 43219 | | | | | | and Trust, 2/06 to 9/06; employee of RR | | | | | | |
Age: 46 | | | | | | Donnelley, 6/03 to 1/06; Vice President - | | | | | | |
| | | | | | Director of Fund Administration at Mercantile- | | | | | | |
| | | | | | Safe Deposit and Trust Co., 5/93 to 6/02. | | | | | | |
|
Timothy Bresnahan*** | | Secretary | | Since 2005 | | From February 2005 to present, Associate | | | | | | |
3435 Stelzer Road | | | | | | Counsel, BISYS Fund Services; from | | | | | | |
Columbus, Ohio 43219 | | | | | | March 2004 to February 2005, Associate | | | | | | |
Age: 38 | | | | | | of the law firm of Greenberg Traurig; | | | | | | |
| | | | | | P.A. from October to March 2004, Legal | | | | | | |
| | | | | | Product Specialist, Deutsche Bank Asset | | | | | | |
| | | | | | Management, Inc.; from September, 2001 | | | | | | |
| | | | | | to February, 2003, Associate of the law firm | | | | | | |
| | | | | | Goodwin Procter, L.L.P. | | | | | | |
|
Eric B. Phipps | | Chief Compliance | | Since 2006 | | Employee of BISYS Fund Services, 6/06 | | | | | | |
3435 Stelzer Road | | Officer | | | | to present; employee of the United States | | | | | | |
Columbus, Ohio 43219 | | | | | | Security and Exchange Commission, 10/04 | | | | | | |
Age: 35 | | | | | | to 5/06; employee for BISYS Fund Services | | | | | | |
| | | | | | as Director in Compliance Services, 12/95 | | | | | | |
| | | | | | to 10/04. | | | | | | |
|
| | |
* | | Mr. Grimm is considered to be an “interested person” of the Funds as defined in the Investment Company Act of 1940 due to his previous employment with BISYS Fund Services, the Funds’ distributor and administrator. |
|
** | | Trustees hold their position with the Funds until their resignation or removal. Officers hold their positions with the Funds until a successor has been duly elected and qualified. |
|
*** | | Curtis Barnes was elected Secretary on May 11, 2007 following the resignation of Timothy Bresnahan. |
33
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INVESTMENT ADVISER
1st Source Corporation Investment Advisers, Inc.
100 North Michigan Street
South Bend, IN 46601
DISTRIBUTOR
BISYS Fund Services, Limited Partnership
3435 Stelzer Road
Columbus, OH 43219
FOR ADDITIONAL INFORMATION, CALL:
1-800-766-8938
This material must be preceded or accompanied
by a current prospectus.
FSSEPT 05/07
| | |
Table of Contents | | Annual Report March 31, 2007 |
| | | | |
Boston Trust Balanced Fund | | | | |
Market and Performance Review | | | 1 | |
Investment Performance | | | 3 | |
Schedule of Portfolio Investments | | | 8 | |
Financial Statements | | | 10 | |
Financial Highlights | | | 12 | |
| | | | |
Boston Trust Equity Fund | | | | |
Market and Performance Review | | | 1 | |
Investment Performance | | | 4 | |
Schedule of Portfolio Investments | | | 13 | |
Financial Statements | | | 14 | |
Financial Highlights | | | 16 | |
| | | | |
Boston Trust Small Cap Fund | | | | |
Market and Performance Review | | | 5 | |
Investment Performance | | | 7 | |
Schedule of Portfolio Investments | | | 17 | |
Financial Statements | | | 18 | |
Financial Highlights | | | 20 | |
| | | | |
Social Research and Action Update | | | 21 | |
| | | | |
Walden Social Balanced Fund | | | | |
Market and Performance Review | | | 23 | |
Investment Performance | | | 26 | |
Schedule of Portfolio Investments | | | 28 | |
Financial Statements | | | 30 | |
Financial Highlights | | | 32 | |
| | | | |
Walden Social Equity Fund | | | | |
Market and Performance Review | | | 23 | |
Investment Performance | | | 27 | |
Schedule of Portfolio Investments | | | 33 | |
Financial Statements | | | 34 | |
Financial Highlights | | | 36 | |
| | | | |
Notes to Financial Statements | | | 37 | |
| | | | |
Report of Independent Registered Public Accounting Firm | | | 40 | |
| | | | |
Supplementary Information | | | 41 | |
| | | | |
Information about Trustees & Officers | | | 45 | |
| | |
Market and Performance Review (unaudited) | | Boston Trust Balanced Fund Boston Trust Equity Fund Manager Commentary by Domenic Colasacco |
Investment Concerns:
Equity securities (stocks) are more volatile and carry more risk than other forms of investments, including investments in high-grade fixed income securities. The net asset value per share of this Fund will fluctuate as the value of the securities in the portfolio changes. Common stocks, and funds investing in common stocks, generally provide greater return potential when compared with other types of investments. Bonds offer a relatively stable level of income, although bond prices will fluctuate providing the potential for principal gain or loss. Intermediate-term, higher-quality bonds generally offer less risk than longer-term bonds and a lower rate of return.
Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please call us at 1.800.282.8782 ext. 7050.
Economic Summary & Outlook
When we look back at the past fiscal year’s financial market trends a few years from now, it will be difficult to recall much more than the above average stock returns and the tame bond market results outlined on page 3. From the more vivid memory we have today, however, it is fair to state that fiscal 2007 was far from the placid year these final total return numbers imply. As recently as the middle of July, 2006, the S&P 500 Index1 was actually down for the year. Year-to-date bond returns were also negative at that time. The widespread summer 2006 investor pessimism was easy to understand. By early July, oil prices were approaching a record of nearly $80 per barrel, and the Federal Reserve (the “Fed”) had yet to curtail an interest rate policy that had driven the Fed Funds rate steadily upward to just over 5% from a low of roughly 1% in June, 2004. It had also become clear that the housing market had peaked, with prices stalled or declining throughout most of the country. And even the previously strong trends in employment and business capital spending had begun to moderate. Little wonder, then, that many investors believed that an economic recession was likely in the year ahead, while others feared the dual and more harmful combination of recession and rising inflation.
As the summer of 2006 progressed, however, these economic fears failed to materialize. The Fed stopped raising interest rates, oil prices fell to below $60 a barrel, inflation remained low, housing prices did not enter a free-fall, and total employment increased. The continued strength in corporate profits was another pleasant development. Stock prices soon recovered even faster than they had declined and, as measured by the S&P 500 Index, by March, 2007 stock values were close to the historic highs reached back in March, 2000. We shared some of the economic and market concerns that were prevalent last summer, but concluded that the economy was unlikely to fade into recession. We also believed that overall equity valuations were attractive relative to the low yields available in the bond market. Collectively, these views led us to retain the equity allocation in Boston Trust Balanced Fund at close to the upper-end of the usual 40% to 75% range.†
As we begin fiscal year 2008, continued moderate Gross Domestic Product (“GDP”)2 growth with low inflation, in our opinion, remains the most likely economic path for the year ahead. Moreover, since corporate profit growth has outpaced the increase in stock prices in recent years, on average stocks are still available at about sixteen times anticipated calendar 2007 earnings, which is close to the historic norm and among the lowest valuations since the mid-1990’s. From these levels, even modest growth in the economy and corporate profits in 2007 is likely to translate to stock returns that are higher than the roughly 5% yields currently available in bonds or money market instruments. Barring a change in either the economic environment or valuation level, we do not expect to alter the Boston Trust Balanced Fund’s asset allocation blend in the months ahead.†
| | |
† | | Portfolio composition is subject to change. |
|
1 | | The S&P 500 Stock Index is an unmanaged index that is generally representative of the U.S. stock market as a whole. |
|
2 | | The Gross Domestic Product (GDP) is the measure of the market value of the goods and services produced by labor and property in the United States. |
1
| | |
Market and Performance Review (cont.) | | Boston Trust Balanced Fund Boston Trust Equity Fund Manager Commentary by Domenic Colasacco |
Investment Strategy
Asset Allocation: Boston Trust Balanced Fund’s asset allocation has not changed much since the end of calendar 2003. As we decided to do in fiscal 2007, throughout this period we have kept the equity blend close to the upper end of the usual 40% to 75% range. Our view has been that stock prices were likely to trend upward within an environment of low interest rates and above average economic growth accompanied by strong corporate profits. The pace of GDP and corporate profit growth is likely to moderate over the next year or two, but stock valuations are sufficiently low, in our opinion, to justify a continued high equity exposure in the Balanced Fund. (As a matter of policy, the Equity Fund remains close to fully invested in stocks in most periods). For our position to change in the Balanced Fund, we would have to see greater evidence of economic weakness with competitive pressure on corporate profits and cash flows. We also continue to watch for early signs of a resurgence in inflation. Commodity price increases are a relatively minor concern. Rises in unit labor costs due to either a lack of productivity growth or a sharp increase in compensation would be more troublesome.†
Fixed Income: We begin fiscal 2008 with interest rates virtually flat across all maturities, and once again we do not expect much of a change in interest rates through the year. Should the widely anticipated easing in Federal Reserve policy occur, however, we expect most of the interest rate decline to occur in bonds that mature within five years, not longer maturity issues where yields did not rise while the Federal Reserve was increasing short-term rates from 2004 through last summer. To reflect these views, over the past several months we increased the Balanced Fund’s investments in two- to four-year maturity government agency issues to roughly 70% of total fixed income assets. Most of the balance is held in a combination of mortgage backed securities and TIPS (treasury inflation protected securities).†
Equity Segment: In light of continued growth in sales, profits and cash flows, many of the type of stocks we prefer have been available at comparatively good values in recent years. Through fiscal 2007, we added several new equity positions in both the Balanced and Equity Funds. While the new purchases were across a wide range of industries, we emphasized companies that are well positioned to compete globally. These included American Express, Diageo, McGraw-Hill, Nike, Nokia and PepsiCo. All of these companies have global franchises and the ability to register growth in both developed and emerging markets. Please note that two of the new investments, Diageo and Nokia, are based outside the United States. Diageo, which produces and distributes a broad line of alcoholic beverages, is based in the United Kingdom, while Nokia, the cell phone manufacturer that is particularly strong in emerging markets, is based in Finland.†
Purchase of a few international stocks (via U.S.-traded American Depositary Receipts) is a natural extension of the approach we have taken for many years – the selection of companies that are in a good position to grow in both the United States and abroad. In order to assess diversification, risk and growth potential, we have always examined the geographic derivation of sales and earnings for companies based in the United States. The increasing uniformity of accounting and business practices of global companies based internationally allows us to expand our investment universe. Provided local politics are stable, the location of a corporations’ headquarters is now less important than the geographic diversification of its business. Indeed, many companies with international headquarters derive more of their revenue from the United States than from their domestic activities. As we expand our research efforts in the year ahead, we may add other internationally based, global companies to the Fund’s portfolio. Their inclusion does not signal a change in investment direction or process, only our continued effort to gain greater diversification and improve long term performance.†
Thank you for your continued confidence in our services. Please feel free to contact me directly at 617-726-7252 should you have any questions about our investment views or your account.

Domenic Colasacco
Portfolio Manager and President
Boston Trust Investment Management, Inc. | | |
† | | Portfolio composition is subject to change. |
2
| | |
| | Boston Trust Balanced Fund |
Investment Performance (unaudited) | | March 31, 2007 |
Fund Net Asset Value: $ 29.87
Gross Expense Ratio: 1.08%
| | | | | | | | | | | | | | | | |
| | | | | | Annualized |
| | Quarter Ended | | 1 Year Ended | | 5 Years Ended | | 10 Years Ended |
| | 3/31/07 | | 3/31/07 | | 3/31/07 | | 3/31/07 |
Boston Trust Balanced Fund* | | | 1.53 | % | | | 8.98 | % | | | 6.40 | % | | | 8.00 | % |
Lipper Mixed-Asset Target Allocation Growth Funds Average | | | 1.49 | % | | | 9.54 | % | | | 6.50 | % | | | 7.28 | % |
Standard & Poor’s 500 Stock Index | | | 0.64 | % | | | 11.83 | % | | | 6.27 | % | | | 8.20 | % |
Lehman Brothers Government/Credit Bond Index | | | 1.47 | % | | | 6.38 | % | | | 5.57 | % | | | 6.51 | % |
90-Day U.S. Treasury Bills | | | 1.21 | % | | | 4.83 | % | | | 2.51 | % | | | 3.58 | % |
Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please call 1-800-282-8782 ext. 7050.
| | |
* | | After all expenses at an annual rate of 1.00%, the adviser’s expense limitation. |
The chart represents a historical investment of $10,000 in the Boston Trust Balanced Fund from April 1, 1997, to March 31, 2007, and represents the reinvestment of dividends and capital gains in the Fund.
The Boston Trust Balanced Fund is compared to the Standard & Poor’s 500 Stock Index and the Lehman Brothers Government/Credit Bond Index. These indices are unmanaged and generally representative of the U.S Stock market, U.S. treasury/government agencies and corporate debt securities, respectively. The performance of an index does not reflect the deduction of expenses associated with a mutual fund, such as investment management and fund accounting fees. The Fund’s performance reflects the deduction of fees for these services. Investors cannot invest directly in an index, although they can invest in the underlying securities.
The 90-Day U.S. Treasury Bills are represented by the U.S. Treasury Bill Total Return Index. Treasury bills are government guaranteed and offer a fixed rate of return. Return and principal of stocks and bonds will vary with market conditions. Treasury bills are less volatile than longer term fixed-income securities and are guaranteed as to timely payment of principal and interest by the U.S. Government.
The Lipper Mixed-Asset Target Allocation Growth Funds Average is an average of managed mutual funds whose primary objective is to maintain a mix of between 60%-80% equity securities with the remainder invested in bonds, cash and cash equivalents.
The returns shown do not reflect the deduction of taxes a shareholder would pay on the redemption of fund shares or fund distributions.
3
| | |
Investment Performance (unaudited) | | Boston Trust Equity Fund March 31, 2007 |
Fund Net Asset Value: $13.17
Gross Expense Ratio: 1.11%
| | | | | | | | | | | | |
| | | | | | Annualized |
| | Quarter Ended | | 1 Year Ended | | Since Inception |
| | 3/31/07 | | 3/31/07 | | Oct. 1, 2003 |
Boston Trust Equity Fund* | | | 1.23 | % | | | 9.20 | % | | | 10.27 | % |
Standard & Poor’s 500 Stock Index | | | 0.64 | % | | | 11.83 | % | | | 12.02 | % |
Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please call 1-800-282-8782 ext. 7050.
| | |
* | | After all expenses at an annual rate of 1.00%, the adviser’s expense limitation. |
The chart represents a historical investment of $10,000 in the Boston Trust Equity Fund from October 1, 2003, to March 31, 2007, and represents the reinvestment of dividends and capital gains in the Fund.
The Boston Trust Equity Fund is compared to the Standard & Poor’s 500 Stock Index, which is unmanaged and generally representative of the U.S Stock market. The performance of an index does not reflect the deduction of expenses associated with a mutual fund, such as investment management and fund accounting fees. The Fund’s performance reflects the deduction of fees for these services. Investors cannot invest directly in an index, although they can invest in the underlying securities.
The returns shown do not reflect the deduction of taxes a shareholder would pay on the redemption of fund shares or fund distributions.
4
| | |
Market and Performance Review | | Boston Trust Small Cap Fund Manager Commentary by Kenneth Scott |
Investment Concerns:
Equity securities (stocks) are more volatile and carry more risk than other forms of investments, including investments in high-grade fixed income securities. The net asset value per share of this Fund will fluctuate as the value of the securities in the portfolio changes. Common stocks, and funds investing in common stocks, generally provide greater return potential when compared with other types of investments. Small-capitalization stocks typically carry additional risk, since smaller companies generally have higher risk of failure and, historically, their stocks have experienced a greater degree of volatility.
Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please call us at 1.800.282.8782 ext. 7050.
Financial Markets and Fund Performance
The Boston Trust Small Cap Fund rose 7.75% in the twelve months ended March 31, 2007, outpacing the performance of the Russell 2000® Index3 of small capitalization stocks, which increased 5.91% during the period. For the three-year, five-year, and ten-year periods ended March 31, 2007 (see page 1 for more detail), the Fund has outperformed the Russell 2000® benchmark, with less volatility over longer term periods.
Small capitalization stocks posted modest results in the first quarter of 2007, after breaking through to new historic highs in the fourth quarter of 2006. Valuation of small cap stocks as a whole, as measured by price-to-earnings ratio (PE)4 of the Russell 2000® Index, remain near an historical peak of 30x, and within the index’s PE range of the past several years. However, profit margins (earnings as a portion of sales) for small cap stocks are also near historical peaks. Without room for significant, additional margin growth to drive earnings, the valuation of the small cap index does not appear as attractive as it had previously.
A continued healthy economy, an end to Fed rate hikes, and continued merger and acquisition activity may benefit small cap stocks and equity markets overall. However, an economic environment of decelerating gross domestic product (“GDP”)5 contained inflation, and moderately rising interest rates may favor large cap stocks over small cap stocks. This would reverse eight years of relative outperformance of large cap stocks (the S&P 5006) by small cap stocks (the Russell 2000®). Nevertheless, we believe that the Fund’s focus on innovative, higher quality, and more reasonably valued small cap stocks leveraged to higher growth areas of the economy may continue to provide relative long-term outperformance.†
As we have stated before, we use both a thematic approach to stock picking and an emphasis on higher quality stocks to potentially drive long term outperformance in the Fund. Among the Fund’s unique investment themes, companies categorized in Resource Efficiency have performed well in the past six months. We believe the long-term secular trends in all Fund investment themes remain intact.†
As mentioned in October, we decided to subdivide one of the Fund’s investment themes on September 30, 2006. We replaced the Environmental Efficiency theme with: Energy Solutions, Resource Efficiency, and Waste Reduction. We anticipate that this change will help focus and manage our efforts to identify higher quality Fund holdings leveraged to favorable secular economic trends. That said, there was no change in Fund holdings or investment process as a result of this change.†
Ironically, despite the Fund’s strong relative and absolute performance during the fiscal period, the Fund’s higher quality profile appears to have detracted from its short-term performance. Generally speaking, the higher the quality of a small cap stock (as measured by Standard & Poor’s), the worse its performance during the past six months. Nevertheless, the Fund continues to favor companies with better-than-average profitability, better-than-average growth rates, reasonable valuation, and below-average risk. We believe such higher quality stocks generally outperform lower quality stocks in declining markets, and through full market cycles. Moreover, we believe that a combination of earnings deceleration, rising interest rates, and increased quality spreads in the near- or mid-term may favor higher quality/lower risk investment styles.†
We sold the full position of six stocks from the Fund during the fiscal period. The market capitalization of American Capital Strategies became too big for the Fund, a good reason to sell. Cisco announced its acquisition of WebEx, and Whole Foods Market announced its acquisition of Wild Oats. We also sold Bandag, which Bridgestone acquired. An acquisition of Biosite is pending. Conversely, we believe the financial fundamentals of Corinthian Colleges, Invacare and Journal Communications faltered and may deteriorate further. The merger of Citizens Bank of Michigan and Republic Bank went through in early 2007 creating a new Fund holding.†
| | |
3 | | The Russell 2000® Index is generally representative of the smallest 2000 companies in the Russell 3000® Index. |
|
4 | | The P/E Ratio, or Price-to-Earnings Ratio, is a valuation ratio of a company’s current share price to its per-share earnings. A high P/E means high projected earnings in the future. |
|
5 | | The Gross Domestic Product (GDP) is the measure of the market value of the goods and services produced by labor and property in the United States. |
|
6 | | The S&P 500 Stock Index is an unmanaqged index that is generally representative of the U.S. stock market as a whole. |
|
† | | Portfolio composition is subject to change. |
5
| | |
Market and Performance Review (cont.) | | Boston Trust Small Cap Fund Manager Commentary by Kenneth Scott |
Conversely, during the fiscal period, the Fund also purchased stakes in several other companies. They included Bank of Hawaii, Blackbaud, Fuel Tech, J2 Global Communications, Meridian Bioscience, Middleby, Rackable Systems, SunPower and VeraSun. Bank of Hawaii is the second largest bank in Hawaii with 74 branches, and $7.7 billion in deposits. Under a new management team, the bank has retrenched after an ill-advised expansion strategy earlier this decade. Blackbaud designs software tools for nonprofit organizations, helping them manage donor relationships, fund-raising campaigns, finance/ accounting, performance analytics, Internet community-building, and ticketing. Fuel Tech makes air pollution control equipment and specialty chemicals that reduce emissions of oxides of nitrogen (NOx) and other pollutants from power plants and other facilities. J2 Global is a leading player in the online communications and messaging field, pioneering the fax-over-Internet (eFax) service. Meridian Bioscience is a leading developer of innovative diagnostic tests, including those for parasitic, gastrointestinal, viral and upper respiratory disease. Middleby is a leader in the commercial cooking equipment industry; its new products feature faster cooking speeds, energy management devices, and redesigns. Rackable Systems is a niche provider of hardware for data centers; its patented design and cooling system offers high product performance with 40% less heat. SunPower is currently the only profitable, publicly traded U.S. solar power company. VeraSun Energy is the second largest U.S. ethanol producer and the largest “pure play” ethanol company.
On behalf of all of us at Boston Trust & Investment Management Company, we thank you for your continued confidence in our services. Please feel free to contact either me or my colleagues at 617.726.7250 should you have any questions about our investment views or your account. My email address is kscott@bostontrust.com.
The equities of the companies in bold-face in the above commentary were holdings of the Boston Trust Small Cap Fund as of March 31, 2007.

Kenneth Scott
Portfolio Manager
Boston Trust Investment Management, Inc.6
| | |
Investment Performance (unaudited) | | Boston Trust Small Cap Fund March 31, 2007 |
Fund Net Asset Value: $11.55
Gross Expense Ratio: 1.52%
| | | | | | | | | | | | | | | | | | | | |
| | | | | | Annualized |
| | Quarter Ended | | 1 Year Ended | | 3 Years Ended | | 5 Years Ended | | 10 Years Ended |
| | 3/31/07 | | 3/31/07 | | 3/31/07 | | 3/31/07 | | 3/31/07 |
Boston Trust Small Cap Fund* | | | 5.38 | % | | | 7.75 | % | | | 12.44 | % | | | 11.75 | % | | | 12.60 | % |
Russell 2000® Index | | | 1.95 | % | | | 5.91 | % | | | 12.00 | % | | | 10.95 | % | | | 10.23 | % |
Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please call 1-800-282-8782 ext. 7050.
| | |
* | | The quoted performance for the Fund reflects the performance of a collective investment fund that was previously managed with full investment authority by the parent company of the Fund’s Adviser prior to the establishment of the Fund on December 16, 2005. The performance of the collective fund has been restated to reflect the net expenses of the Fund after all expenses at an annual rate of 1.25%, the Adviser’s expense limitation, for its initial year of investment operations. The quoted performance for the Boston Trust Small Cap Fund (“Mutual Fund”) prior to December 16, 2005 (when the Fund was first registered) includes performance of a common and collective trust fund (“Commingled”) account advised by Boston Trust Investment Management, Inc. for periods dating back to 3/31/96 and prior to commencement of operations of the Mutual Fund. The Commingled performance was restated to reflect the expenses associated with the Mutual Fund. The Commingled account was not registered with the Securities and Exchange Commission and, therefore, was not subject to the investment restrictions imposed by law on registered mutual funds. If the Commingled account had been registered, the Commingled accounts’ performance may have been adversely affected. |

The chart represents a historical investment of $10,000 in the Boston Trust Small Cap Fund from April 1, 1997 to March 31, 2007, and represents the reinvestment of dividends and capital gains in the Fund.
The Boston Trust Small Cap Fund is compared to the Russell 2000® Index, which is unmanaged and generally representative of the smallest 2000 companies in the Russell 3000® Index. The performance of an index does not reflect the deduction of expenses associated with a mutual fund, such as investment management and fund accounting fees. The Fund’s performance reflects the deduction of fees for these services. Investors cannot invest directly in an index, although they can invest in the underlying securities.
The returns shown do not reflect the deduction of taxes a shareholder would pay on the redemption of fund shares or fund distributions.
7
| | |
Schedule of Portfolio Investments | | Boston Trust Balanced Fund March 31, 2007 |
Common Stocks (73.0%)
| | | | | | | | |
Security Description | | Shares | | | Value ($) | |
Basic Materials (4.7%) | | | | | | | | |
Air Products & Chemicals, Inc. | | | 15,000 | | | | 1,108,350 | |
Donaldson Co., Inc. | | | 75,000 | | | | 2,707,500 | |
Ecolab, Inc. | | | 40,000 | | | | 1,720,000 | |
Sigma-Aldrich Corp. | | | 60,000 | | | | 2,491,200 | |
| | | | | | | |
| | | | | | | 8,027,050 | |
| | | | | | | |
Capital Goods (5.3%) | | | | | | | | |
Emerson Electric Co. | | | 40,000 | | | | 1,723,600 | |
Illinois Tool Works, Inc. | | | 60,000 | | | | 3,096,000 | |
Precision Castparts Corp. | | | 40,000 | | | | 4,162,000 | |
| | | | | | | |
| | | | | | | 8,981,600 | |
| | | | | | | |
Communication Services (1.6%) | | | | | | | | |
Idearc, Inc. | | | 750 | | | | 26,325 | |
Nokia Corp., ADR | | | 50,000 | | | | 1,146,000 | |
Verizon Communications, Inc. | | | 40,000 | | | | 1,516,800 | |
| | | | | | | |
| | | | | | | 2,689,125 | |
| | | | | | | |
Consumer Cyclicals (6.0%) | | | | | | | | |
Chico’s FAS, Inc.(a) | | | 50,000 | | | | 1,221,500 | |
Honda Motor Co., Ltd ., ADR | | | 25,000 | | | | 871,750 | |
Johnson Controls, Inc. | | | 25,000 | | | | 2,365,500 | |
NIKE, Inc., Class B | | | 10,000 | | | | 1,062,600 | |
Staples, Inc. | | | 40,000 | | | | 1,033,600 | |
Target Corp. | | | 50,000 | | | | 2,963,000 | |
The Home Depot, Inc. | | | 20,000 | | | | 734,800 | |
| | | | | | | |
| | | | | | | 10,252,750 | |
| | | | | | | |
Consumer Products (3.8%) | | | | | | | | |
Alberto-Culver Co. | | | 40,000 | | | | 915,200 | |
Aptargroup, Inc. | | | 25,000 | | | | 1,673,250 | |
Diageo PLC, ADR | | | 25,000 | | | | 2,023,750 | |
The McGraw-Hill Cos., Inc. | | | 30,000 | | | | 1,886,400 | |
| | | | | | | |
| | | | | | | 6,498,600 | |
| | | | | | | |
Consumer Staples (8.2%) | | | | | | | | |
Clorox Co. | | | 20,000 | | | | 1,273,800 | |
Costco Wholesale Corp. | | | 50,000 | | | | 2,692,000 | |
PepsiCo, Inc. | | | 40,000 | | | | 2,542,400 | |
Procter & Gamble Co. | | | 60,000 | | | | 3,789,600 | |
Sysco Corp. | | | 50,000 | | | | 1,691,500 | |
W.W. Grainger, Inc. | | | 25,000 | | | | 1,931,000 | |
| | | | | | | |
| | | | | | | 13,920,300 | |
| | | | | | | |
Energy (7.7%) | | | | | | | | |
Apache Corp. | | | 15,000 | | | | 1,060,500 | |
BP PLC, ADR | | | 5,000 | | | | 323,750 | |
Chevron Corp. | | | 38,000 | | | | 2,810,480 | |
Exxon Mobil Corp. | | | 100,000 | | | | 7,545,000 | |
XTO Energy, Inc. | | | 25,000 | | | | 1,370,250 | |
| | | | | | | |
| | | | | | | 13,109,980 | |
| | | | | | | |
Financial Services (13.9%) | | | | | | | | |
American Express Co. | | | 50,000 | | | | 2,820,000 | |
American International Group, Inc. | | | 10,000 | | | | 672,200 | |
Bank of America Corp. | | | 40,000 | | | | 2,040,800 | |
Cincinnati Financial Corp. | | | 30,000 | | | | 1,272,000 | |
Commerce Bancshares, Inc. | | | 10,000 | | | | 483,100 | |
Morgan Stanley | | | 20,000 | | | | 1,575,200 | |
Northern Trust Corp. | | | 20,000 | | | | 1,202,800 | |
State Street Corp. | | | 25,000 | | | | 1,618,750 | |
Suntrust Banks, Inc. | | | 10,000 | | | | 830,400 | |
T. Rowe Price Group, Inc. | | | 80,000 | | | | 3,775,200 | |
The Goldman Sachs Group, Inc. | | | 15,000 | | | | 3,099,450 | |
Wachovia Corp. | | | 20,000 | | | | 1,101,000 | |
Common Stocks, continued
| | | | | | | | |
| | Shares or | | | | |
| | Principal | | | | |
Security Description | | Amount($) | | | Value ($) | |
Financial Services, Continued | | | | | | | | |
Wells Fargo & Co. | | | 30,000 | | | | 1,032,900 | |
Wilmington Trust Corp. | | | 50,000 | | | | 2,108,500 | |
| | | | | | | |
| | | | | | | 23,632,300 | |
| | | | | | | |
Health Care (10.9%) | | | | | | | | |
Becton, Dickinson & Co. | | | 40,000 | | | | 3,075,600 | |
C.R . Bard, Inc. | | | 40,000 | | | | 3,180,400 | |
Dentsply International, Inc. | | | 70,000 | | | | 2,292,500 | |
Johnson & Johnson, Inc. | | | 35,000 | | | | 2,109,100 | |
Medtronic, Inc. | | | 35,000 | | | | 1,717,100 | |
Novartis AG, ADR | | | 40,000 | | | | 2,185,200 | |
Saint Jude Medical, Inc.(a) | | | 25,000 | | | | 940,250 | |
Stryker Corp. | | | 30,000 | | | | 1,989,600 | |
UnitedHealth Group, Inc. | | | 10,000 | | | | 529,700 | |
Waters Corp.(a) | | | 10,000 | | | | 580,000 | |
| | | | | | | |
| | | | | | | 18,599,450 | |
| | | | | | | |
Producer Products (1.8%) | | | | | | | | |
Carlisle Cos., Inc. | | | 30,000 | | | | 1,287,900 | |
General Electric Co. | | | 50,000 | | | | 1,768,000 | |
| | | | | | | |
| | | | | | | 3,055,900 | |
| | | | | | | |
Technology (7.1%) | | | | | | | | |
3M Co. | | | 5,000 | | | | 382,150 | |
Applied Materials, Inc. | | | 60,000 | | | | 1,099,200 | |
Automatic Data Processing, Inc. | | | 10,000 | | | | 484,000 | |
Cisco Systems, Inc.(a) | | | 75,000 | | | | 1,914,750 | |
EMC Corp.(a) | | | 95,000 | | | | 1,315,750 | |
International Business Machines Corp. | | | 10,000 | | | | 942,600 | |
Microsoft Corp. | | | 135,000 | | | | 3,762,450 | |
Oracle Corp.(a) | | | 125,000 | | | | 2,266,250 | |
| | | | | | | |
| | | | | | | 12,167,150 | |
| | | | | | | |
Transportation (2.0%) | | | | | | | | |
C.H . Robinson Worldwide, Inc. | | | 35,000 | | | | 1,671,250 | |
United Parcel Service, Inc., Class B | | | 25,000 | | | | 1,752,500 | |
| | | | | | | |
| | | | | | | 3,423,750 | |
| | | | | | | |
TOTAL COMMON STOCKS (Cost $79,744,102) | | | | | | | 124,357,955 | |
| | | | | | | |
|
Basic Materials (0.2%) | | | | | | | | |
Weyerhaeuser Co., 7.25%, 7/1/13 | | | 300,000 | | | | 326,010 | |
| | | | | | | |
|
Consumer Cyclicals (0.3%) | | | | | | | | |
Leggett & Platt, Inc., 6.25%, 9/9/08(b) | | | 500,000 | | | | 506,539 | |
| | | | | | | |
|
Financial Services (0.6%) | | | | | | | | |
General Electric Capital Corp., 8.30%, 9/20/09 | | | 1,000,000 | | | | 1,077,202 | |
| | | | | | | |
|
TOTAL CORPORATE BONDS (Cost $1,844,143) | | | | | | | 1,909,751 | |
| | | | | | | |
|
U.S. Government Agency Obligations (23.1%) | | | | | | | | |
Federal Farm Credit Bank (5.3%) | | | | | | | | |
6.80%, 10/12/07 | | | 2,500,000 | | | | 2,520,740 | |
6.30%, 12/20/10 | | | 1,500,000 | | | | 1,577,262 | |
4.75%, 12/7/09 | | | 5,000,000 | | | | 4,993,495 | |
Federal Home loan Bank (13.6%) | | | | | | | | |
5.25%, 6/10/11 | | | 3,000,000 | | | | 3,048,531 | |
5.00%, 12/12/08 | | | 12,000,000 | | | | 12,023,184 | |
5.00%, 9/12/08 | | | 3,000,000 | | | | 3,004,128 | |
5.25%, 9/11/09 | | | 5,000,000 | | | | 5,048,955 | |
Continued
8
| | |
Schedule of Portfolio Investments | | Boston Trust Balanced Fund March 31, 2007 |
U.S. Government Agency Obligations, continued
| | | | | | | | |
| | Shares or | | | | |
| | Principal | | | | |
Security Description | | Amount($) | | | Value ($) | |
Government National Mortgage | | | | | | | | |
Association, 6.00%, 10/15/36 | | | 3,908,412 | | | | 3,960,468 | |
U.S. Treasury Inflation Protected Bonds, | | | | | | | | |
3.50%, 1/15/11 | | | 2,896,725 | | | | 3,070,733 | |
| | | | | | | |
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS (Cost $39,013,928) | | | | | | | 39,247,496 | |
| | | | | | | |
|
Investment Company (2.5%) | | | | | | | | |
Fifth Third Institutional Government Money Market Fund, Institutional Class (Cost $4,266,920) | | | 4,266,920 | | | | 4,266,920 | |
| | | | | | | |
TOTAL INVESTMENTS (Cost $124,869,093) — 99.7% | | | | | | | 169,782,122 | |
Other assets in excess of liabilities — 0.3% | | | | | | | 524,957 | |
| | | | | | | |
NET ASSETS — 100.0% | | | | | | $ | 170,307,079 | |
| | | | | | | |
| | |
(a) | | Non-income producing security |
|
(b) | | Security exempt from registration under Rule 144a of the Securities Act of 1933. These securities may be resold in transactions exempt from registration normally to qualified institutional buyers. These securities have been deemed liquid by the Investment Adviser based on procedures approved by the Board of Trustees. |
|
| ADR American Depository Receipt |
|
| PLC Public Limited Co. |
See Notes to Financial Statements
9
| | |
Financial Statements | | Boston Trust Balanced Fund |
Statement of Assets and Liabilities
March 31, 2007
| | | | | | | | |
Assets: | | | | | | | | |
Investments, at value (cost $124,869,093) | | | | | | $ | 169,782,122 | |
Interest and dividends receivable | | | | | | | 740,578 | |
Receivable for capital shares issued | | | | | | | 642 | |
Prepaid expenses and other assets | | | | | | | 4,352 | |
| | | | | | | |
Total Assets | | | | | | | 170,527,694 | |
| | | | | | | | |
Liabilities: | | | | | | | | |
Payable for capital shares redeemed | | | 52,395 | | | | | |
Accrued expenses and other liabilities: | | | | | | | | |
Investment adviser | | | 101,651 | | | | | |
Chief compliance officer | | | 1,256 | | | | | |
Administration | | | 3,508 | | | | | |
Custodian | | | 6,000 | | | | | |
Transfer agent | | | 3,000 | | | | | |
Trustee | | | 1,001 | | | | | |
Other | | | 51,804 | | | | | |
| | | | | | | |
Total Liabilities | | | | | | | 220,615 | |
| | | | | | | |
| | | | | | | | |
Net Assets | | | | | | $ | 170,307,079 | |
| | | | | | | |
| | | | | | | | |
Composition of Net Assets: | | | | | | | | |
Capital | | | | | | $ | 122,170,343 | |
Accumulated net investment income | | | | | | | 686,182 | |
Accumulated net realized gains from investment transactions | | | | | | | 2,537,525 | |
Unrealized appreciation from investments | | | | | | | 44,913,029 | |
| | | | | | | |
Net Assets | | | | | | $ | 170,307,079 | |
| | | | | | | |
Shares outstanding (par value $0.001, unlimited number of shares authorized) | | | | | | | 5,701,283 | |
| | | | | | | |
Net Asset Value, Offering Price and Redemption Price per share | | | | | | $ | 29.87 | |
| | | | | | | |
Statement of Operations
For the year ended March 31, 2007
| | | | | | | | |
Investment Income: | | | | | | | | |
Interest | | | | | | $ | 1,799,262 | |
Dividends | | | | | | | 2,297,597 | |
| | | | | | | |
Total Investment Income | | | | | | | 4,096,859 | |
| | | | | | | |
| | | | | | | | |
Expenses: | | | | | | | | |
Investment adviser | | | 1,227,604 | | | | | |
Accounting | | | 3,263 | | | | | |
Administration | | | 327,365 | | | | | |
Trustee | | | 20,993 | | | | | |
Custodian | | | 33,110 | | | | | |
Transfer agency | | | 18,030 | | | | | |
Chief compliance officer | | | 14,218 | | | | | |
Other | | | 100,321 | | | | | |
| | | | | | | |
Total expenses before fee reductions | | | | | | | 1,744,904 | |
Fees voluntarily reduced by the administrator | | | | | | | (88,241 | ) |
Fees contractually reduced by the investment adviser | | | | | | | (19,700 | ) |
| | | | | | | |
Net Expenses | | | | | | | 1,636,963 | |
| | | | | | | |
| | | | | | | | |
Net Investment Income | | | | | | | 2,459,896 | |
| | | | | | | |
| | | | | | | | |
Net Realized/Unrealized Gains from Investments: | | | | | | | | |
Net realized gains from investment transactions | | | | | | | 5,782,995 | |
Change in unrealized appreciation/depreciation from investments | | | | | | | 5,666,864 | |
| | | | | | | |
Net realized/unrealized gains from investments | | | | | | | 11,449,859 | |
| | | | | | | |
Change in net assets from operations | | | | | | $ | 13,909,755 | |
| | | | | | | |
See Notes to Financial Statements
10
| | |
Financial Statements | | Boston Trust Balanced Fund |
Statements of Changes in Net Assets
| | | | | | | | |
| | For the year ended | | | For the year ended | |
| | March 31, 2007 | | | March 31, 2006 | |
Investment Activities: | | | | | | | | |
Operations: | | | | | | | | |
Net investment income | | $ | 2,459,896 | | | $ | 3,030,255 | |
Net realized gains from investment transactions | | | 5,782,995 | | | | 5,646,714 | |
Change in unrealized appreciation/depreciation from investments | | | 5,666,864 | | | | (438,919 | ) |
| | | | | | |
Change in net assets from operations | | | 13,909,755 | | | | 8,238,050 | |
| | | | | | |
| | | | | | | | |
Dividends: | | | | | | | | |
Net investment income | | | (2,281,753 | ) | | | (3,019,048 | ) |
Net realized gains from investment transactions | | | (7,407,670 | ) | | | (3,203,393 | ) |
| | | | | | |
Change in net assets from shareholder dividends | | | (9,689,423 | ) | | | (6,222,441 | ) |
| | | | | | |
| | | | | | | | |
Capital Share Transactions: | | | | | | | | |
Proceeds from shares issued | | | 9,381,945 | | | | 10,440,109 | |
Dividends reinvested | | | 9,144,039 | | | | 6,006,136 | |
Cost of shares redeemed | | | (16,914,138 | ) | | | (26,204,809 | ) |
| | | | | | |
Change in net assets from capital share transactions | | | 1,611,846 | | | | (9,758,564 | ) |
| | | | | | |
Change in net assets | | | 5,832,178 | | | | (7,742,955 | ) |
| | | | | | | | |
Net Assets: | | | | | | | | |
Beginning of year | | | 164,474,901 | | | | 172,217,856 | |
| | | | | | |
End of year | | $ | 170,307,079 | | | $ | 164,474,901 | |
| | | | | | |
| | | | | | | | |
Share Transactions: | | | | | | | | |
Issued | | | 316,451 | | | | 362,868 | |
Reinvested | | | 310,599 | | | | 209,858 | |
Redeemed | | | (575,565 | ) | | | (909,336 | ) |
| | | | | | |
Change in shares | | | 51,485 | | | | (336,610 | ) |
| | | | | | |
| | | | | | | | |
Accumulated net investment income | | $ | 686,182 | | | $ | 508,039 | |
| | | | | | |
See Notes to Financial Statements
11
| | |
Financial Statements | | Boston Trust Balanced Fund |
Financial Highlights
Selected data for a share outstanding throughout the years indicated.
| | | | | | | | | | | | | | | | | | | | |
| | For the year | | | For the year | | | For the year | | | For the year | | | For the year | |
| | ended | | | ended | | | ended | | | ended | | | ended | |
| | March 31, | | | March 31, | | | March 31, | | | March 31, | | | March 31, | |
| | 2007 | | | 2006 | | | 2005 | | | 2004 | | | 2003 | |
Net Asset Value, Beginning of Year | | $ | 29.11 | | | $ | 28.77 | | | $ | 27.63 | | | $ | 23.71 | | | $ | 25.58 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Investment Activities: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.46 | | | | 0.53 | | | | 0.50 | | | | 0.43 | | | | 0.57 | |
Net realized and unrealized gains (losses) from investments | | | 2.13 | | | | 0.88 | | | | 1.15 | | | | 3.97 | | | | (1.88 | ) |
| | | | | | | | | | | | | | | |
Total from investment activities | | | 2.59 | | | | 1.41 | | | | 1.65 | | | | 4.40 | | | | (1.31 | ) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dividends: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.43 | ) | | | (0.52 | ) | | | (0.50 | ) | | | (0.48 | ) | | | (0.56 | ) |
Net realized gains from investments | | | (1.40 | ) | | | (0.55 | ) | | | (0.01 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | |
Total Dividends | | | (1.83 | ) | | | (1.07 | ) | | | (0.51 | ) | | | (0.48 | ) | | | (0.56 | ) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net Asset Value, End of Year | | $ | 29.87 | | | $ | 29.11 | | | $ | 28.77 | | | $ | 27.63 | | | $ | 23.71 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total Return | | | 8.98 | % | | | 4.97 | % | | | 5.96 | % | | | 18.61 | % | | | (5.16 | )% |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Net Assets at end of period (000’s) | | $ | 170,307 | | | $ | 164,475 | | | $ | 172,218 | | | $ | 160,202 | | | $ | 131,693 | |
Ratio of net expenses to average net assets | | | 1.00 | % | | | 1.00 | % | | | 1.00 | % | | | 1.00 | % | | | 1.00 | % |
Ratio of net investment income to average net assets | | | 1.50 | % | | | 1.76 | % | | | 1.75 | % | | | 1.69 | % | | | 2.34 | % |
Ratio of expenses to average net assets (a) | | | 1.07 | % | | | 1.08 | % | | | 1.09 | % | | | 1.10 | % | | | 1.07 | % |
Portfolio turnover | | | 37.24 | % | | | 29.77 | % | | | 10.38 | % | | | 30.04 | % | | | 20.77 | % |
| | |
(a) | | During the period, certain fees were reduced and total fund expenses are capped at 1.00%. If such expense caps had not been in place, the ratio would have been as indicated. |
See Notes to Financial Statements
12
| | |
Schedule of Portfolio Investments | | Boston Trust Equity Fund |
| | March 31, 2007 |
Common Stocks (98.7%)
| | | | | | | | |
Security Description | | Shares | | | Value ($) | |
Basic Materials (6.1%) | | | | | | | | |
Air Products & Chemicals, Inc. | | | 7,500 | | | | 554,175 | |
Donaldson Co., Inc . | | | 30,000 | | | | 1,083,000 | |
Ecolab, Inc. | | | 18,000 | | | | 774,000 | |
Sigma-Aldrich Corp. | | | 30,000 | | | | 1,245,600 | |
| | | | | | | |
| | | | | | | 3,656,775 | |
| | | | | | | |
Capital Goods (7.0%) | | | | | | | | |
Emerson Electric Co. | | | 25,000 | | | | 1,077,250 | |
Illinois Tool Works, Inc. | | | 28,000 | | | | 1,444,800 | |
Precision Castparts Corp. | | | 16,000 | | | | 1,664,800 | |
| | | | | | | |
| | | | | | | 4,186,850 | |
| | | | | | | |
Communication Services (2.8%) | | | | | | | | |
Idearc, Inc. | | | 350 | | | | 12,285 | |
Nokia Corp., ADR | | | 30,000 | | | | 687,600 | |
Verizon Communications, Inc. | | | 25,000 | | | | 948,000 | |
| | | | | | | |
| | | | | | | 1,647,885 | |
| | | | | | | |
Consumer Cyclicals (10.2%) | | | | | | | | |
Chico’s FAS, Inc.(a) | | | 25,000 | | | | 610,750 | |
Claire’s Stores, Inc. | | | 8,000 | | | | 256,960 | |
Honda Motor Co., Ltd ., ADR | | | 20,000 | | | | 697,400 | |
Johnson Controls, Inc. | | | 10,000 | | | | 946,200 | |
Leggett & Platt, Inc. | | | 7,500 | | | | 170,025 | |
NIKE, Inc., Class B | | | 10,000 | | | | 1,062,600 | |
Staples, Inc. | | | 25,000 | | | | 646,000 | |
Target Corp. | | | 22,500 | | | | 1,333,350 | |
The Home Depot, Inc. | | | 10,000 | | | | 367,400 | |
| | | | | | | |
| | | | | | | 6,090,685 | |
| | | | | | | |
Consumer Products (6.2%) | | | | | | | | |
Alberto-Culver Co. | | | 15,000 | | | | 343,200 | |
Anheuser-Busch Cos., Inc. | | | 7,500 | | | | 378,450 | |
Aptargroup, Inc. | | | 12,500 | | | | 836,625 | |
Diageo PLC, ADR | | | 15,000 | | | | 1,214,250 | |
The McGraw-Hill Cos., Inc. | | | 15,000 | | | | 943,200 | |
| | | | | | | |
| | | | | | | 3,715,725 | |
| | | | | | | |
Consumer Staples (9.4%) | | | | | | | | |
Clorox Co. | | | 10,000 | | | | 636,900 | |
Costco Wholesale Corp. | | | 15,000 | | | | 807,600 | |
PepsiCo, Inc. | | | 17,500 | | | | 1,112,300 | |
Procter & Gamble Co. | | | 20,000 | | | | 1,263,200 | |
Sysco Corp. | | | 30,000 | | | | 1,014,900 | |
W.W. Grainger, Inc. | | | 10,000 | | | | 772,400 | |
| | | | | | | |
| | | | | | | 5,607,300 | |
| | | | | | | |
Energy (9.4%) | | | | | | | | |
Apache Corp. | | | 7,000 | | | | 494,900 | |
BP PLC, ADR | | | 5,000 | | | | 323,750 | |
Chevron Corp. | | | 20,000 | | | | 1,479,200 | |
Exxon Mobil Corp. | | | 35,000 | | | | 2,640,750 | |
XTO Energy, Inc. | | | 12,500 | | | | 685,125 | |
| | | | | | | |
| | | | | | | 5,623,725 | |
| | | | | | | |
Financial Services (17.8%) | | | | | | | | |
American Express Co. | | | 20,000 | | | | 1,128,000 | |
American International Group, Inc. | | | 5,000 | | | | 336,100 | |
Bank of America Corp. | | | 20,009 | | | | 1,020,859 | |
Cincinnati Financial Corp. | | | 10,000 | | | | 424,000 | |
Commerce Bancshares, Inc. | | | 10,500 | | | | 507,255 | |
First Midwest Bancgroup, Inc. | | | 5,000 | | | | 183,750 | |
Moody’s Corp. | | | 5,000 | | | | 310,300 | |
Morgan Stanley | | | 8,000 | | | | 630,080 | |
Northern Trust Corp. | | | 5,000 | | | | 300,700 | |
State Street Corp. | | | 15,000 | | | | 971,250 | |
Common Stocks continued
| | | | | | | | |
| | Shares or | | | | |
| | Principal | | | | |
Security Description | | Amount($) | | | Value ($) | |
Financial Services, Continued | | | | | | | | |
Suntrust Banks, Inc. | | | 5,000 | | | | 415,200 | |
T. Rowe Price Group, Inc. | | | 30,000 | | | | 1,415,700 | |
The Goldman Sachs Group, Inc. | | | 7,500 | | | | 1,549,725 | |
Wachovia Corp. | | | 5,000 | | | | 275,250 | |
Wells Fargo & Co. | | | 10,000 | | | | 344,300 | |
Wilmington Trust Corp. | | | 20,000 | | | | 843,400 | |
| | | | | | | |
| | | | | | | 10,655,869 | |
| | | | | | | |
Health Care (13.8%) | | | | | | | | |
Becton, Dickinson & Co. | | | 15,000 | | | | 1,153,350 | |
C.R . Bard, Inc. | | | 15,000 | | | | 1,192,650 | |
Dentsply International, Inc. | | | 30,000 | | | | 982,500 | |
Johnson & Johnson, Inc. | | | 12,000 | | | | 723,120 | |
Medtronic, Inc. | | | 15,000 | | | | 735,900 | |
Novartis AG, ADR | | | 20,000 | | | | 1,092,600 | |
Saint Jude Medical, Inc.(a) | | | 10,000 | | | | 376,100 | |
Stryker Corp. | | | 10,000 | | | | 663,200 | |
UnitedHealth Group, Inc. | | | 20,000 | | | | 1,059,400 | |
Waters Corp.(a) | | | 5,000 | | | | 290,000 | |
| | | | | | | |
| | | | | | | 8,268,820 | |
| | | | | | | |
Producer Products (2.6%) | | | | | | | | |
Carlisle Cos., Inc. | | | 8,000 | | | | 343,440 | |
General Electric Co. | | | 35,000 | | | | 1,237,600 | |
| | | | | | | |
| | | | | | | 1,581,040 | |
| | | | | | | |
Technology (10.1%) | | | | | | | | |
3M Co. | | | 10,000 | | | | 764,300 | |
Applied Materials, Inc. | | | 25,000 | | | | 458,000 | |
Automatic Data Processing, Inc. | | | 5,000 | | | | 242,000 | |
Cisco Systems, Inc.(a) | | | 35,000 | | | | 893,550 | |
EMC Corp.(a) | | | 50,000 | | | | 692,500 | |
Intel Corp. | | | 7,500 | | | | 143,475 | |
Linear Technology Corp. | | | 10,000 | | | | 315,900 | |
Microsoft Corp. | | | 65,000 | | | | 1,811,550 | |
Oracle Corp.(a) | | | 40,000 | | | | 725,200 | |
| | | | | | | |
| | | | | | | 6,046,475 | |
| | | | | | | |
Transportation (3.3%) | | | | | | | | |
C.H . Robinson Worldwide, Inc. | | | 20,000 | | | | 955,000 | |
United Parcel Service, Inc., Class B | | | 15,000 | | | | 1,051,500 | |
| | | | | | | |
| | | | | | | 2,006,500 | |
| | | | | | | |
Total Common Stocks (Cost $39,788,949) | | | | | | | 59,087,649 | |
| | | | | | | |
| | | | | | | | |
Investment Companies (0.9%) | | | | | | | | |
Fifth Third Institutional Government Money Market Fund, Institutional Class | | | 383,573 | | | | 383,573 | |
Fifth Third Prime Money Market Fund, Institutional Class | | | 171,094 | | | | 171,094 | |
| | | | | | | |
Total Investment Companies (Cost $554,667) | | | | | | | 554,667 | |
| | | | | | | |
Total Investments (Cost $40,343,616) — 99.6% | | | | | | | 59,642,316 | |
Other assets in excess of liabilities — 0.4% | | | | | | | 241,708 | |
| | | | | | | |
NET ASSETS — 100.0% | | | | | | $ | 59,884,024 | |
| | | | | | | |
| | |
(a) | | Non-income producing security |
|
ADR | | American Depository Receipt |
|
PLC | | Public Limited Co. |
See Notes to Financial Statements
13
| | |
Financial Statements | | Boston Trust Equity Fund |
Statement of Assets and Liabilities
March 31, 2007
| | | | | | | | |
Assets: | | | | | | | | |
Investments, at value (cost $40,343,616) | | | | | | $ | 59,642,316 | |
Interest and dividends receivable | | | | | | | 101,704 | |
Receivable for capital shares issued | | | | | | | 196,666 | |
Prepaid expenses and other assets | | | | | | | 1,358 | |
| | | | | | | |
Total Assets | | | | | | | 59,942,044 | |
| | | | | | | | |
Liabilities: | | | | | | | | |
Payable for capital shares redeemed | | | 9,500 | | | | | |
Accrued expenses and other liabilities: | | | | | | | | |
Investment adviser | | | 25,247 | | | | | |
Chief compliance officer | | | 403 | | | | | |
Administration | | | 1,231 | | | | | |
Custodian | | | 2,020 | | | | | |
Transfer agent | | | 3,000 | | | | | |
Trustee | | | 341 | | | | | |
Other | | | 16,278 | | | | | |
| | | | | | | |
Total Liabilities | | | | | | | 58,020 | |
| | | | | | | |
| | | | | | | | |
Net Assets | | | | | | $ | 59,884,024 | |
| | | | | | | |
| | | | | | | | |
Composition of Net Assets: | | | | | | | | |
Capital | | | | | | $ | 39,806,934 | |
Accumulated net investment income | | | | | | | 123,252 | |
Accumulated net realized gains from investment transactions | | | | | | | 655,138 | |
Unrealized appreciation from investments | | | | | | | 19,298,700 | |
| | | | | | | |
Net Assets | | | | | | $ | 59,884,024 | |
| | | | | | | |
Shares outstanding (par value $0.001, unlimited number of shares authorized) | | | | | | | 4,547,654 | |
| | | | | | | |
Net Asset Value, Offering Price and Redemption Price per share | | | | | | $ | 13.17 | |
| | | | | | | |
Statement of Operations
For the year ended March 31, 2007
| | | | | | | | |
Investment Income: | | | | | | | | |
Dividends | | | | | | $ | 897,409 | |
| | | | | | | |
Total Investment Income | | | | | | | 897,409 | |
| | | | | | | |
| | | | | | | | |
Expenses: | | | | | | | | |
Investment adviser | | | 394,447 | | | | | |
Accounting | | | 2,351 | | | | | |
Administration | | | 105,187 | | | | | |
Trustee | | | 6,549 | | | | | |
Custodian | | | 14,280 | | | | | |
Transfer agency | | | 18,008 | | | | | |
Chief compliance officer | | | 4,663 | | | | | |
Other | | | 37,648 | | | | | |
| | | | | | | |
Total expenses before fee reductions | | | | | | | 583,133 | |
Fees voluntarily reduced by the administrator | | | | | | | (28,260 | ) |
Fees contractually reduced by the investment adviser | | | | | | | (28,636 | ) |
| | | | | | | |
Net Expenses | | | | | | | 526,237 | |
| | | | | | | |
| | | | | | | | |
Net Investment Income | | | | | | | 371,172 | |
| | | | | | | |
| | | | | | | | |
Net Realized/Unrealized Gains from Investments: | | | | | | | | |
Net realized gains from investment transactions | | | | | | | 1,009,252 | |
Change in unrealized appreciation/ depreciation from investments | | | | | | | 3,338,659 | |
| | | | | | | |
Net realized/unrealized gains from investments | | | | | | | 4,347,911 | |
| | | | | | | |
Change in net assets from operations | | | | | | $ | 4,719,083 | |
| | | | | | | |
See Notes to Financial Statements
14
| | |
Financial Statements | | Boston Trust Equity Fund |
Statements of Changes in Net Assets
| | | | | | | | |
| | For the year ended | | | For the year ended | |
| | March 31, 2007 | | | March 31, 2006 | |
Investment Activities: | | | | | | | | |
Operations: | | | | | | | | |
Net investment income | | $ | 371,172 | | | $ | 318,978 | |
Net realized gains from investment transactions | | | 1,009,252 | | | | 1,075,994 | |
Change in unrealized appreciation/depreciation from investments | | | 3,338,659 | | | | 1,378,297 | |
| | | | | | |
Change in net assets from operations | | | 4,719,083 | | | | 2,773,269 | |
| | | | | | |
| | | | | | | | |
Dividends: | | | | | | | | |
Net investment income | | | (337,514 | ) | | | (316,600 | ) |
Net realized gains from investment transactions | | | (1,077,222 | ) | | | (443,122 | ) |
| | | | | | |
Change in net assets from shareholder dividends | | | (1,414,736 | ) | | | (759,722 | ) |
| | | | | | |
| | | | | | | | |
Capital Share Transactions: | | | | | | | | |
Proceeds from shares issued | | | 11,565,611 | | | | 7,351,639 | |
Dividends reinvested | | | 1,352,421 | | | | 715,437 | |
Cost of shares redeemed | | | (4,912,466 | ) | | | (2,681,654 | ) |
| | | | | | |
Change in net assets from capital share transactions | | | 8,005,566 | | | | 5,385,422 | |
| | | | | | |
Change in net assets | | | 11,309,913 | | | | 7,398,969 | |
| | | | | | | | |
Net Assets: | | | | | | | | |
Beginning of year | | | 48,574,111 | | | | 41,175,142 | |
| | | | | | |
End of year | | $ | 59,884,024 | | | $ | 48,574,111 | |
| | | | | | |
| | | | | | | | |
Share Transactions: | | | | | | | | |
Issued | | | 900,401 | | | | 610,496 | |
Reinvested | | | 104,032 | | | | 59,078 | |
Redeemed | | | (376,716 | ) | | | (222,285 | ) |
| | | | | | |
Change in shares | | | 627,717 | | | | 447,289 | |
| | | | | | |
| | | | | | | | |
Accumulated net investment income | | $ | 123,252 | | | $ | 89,594 | |
| | | | | | |
See Notes to Financial Statements
15
| | |
Financial Statements | | Boston Trust Equity Fund |
Financial Highlights
Selected data for a share outstanding throughout the periods indicated.
| | | | | | | | | | | | | | | | |
| | For the year | | | For the year | | | For the year | | | For the | |
| | ended | | | ended | | | ended | | | period ended | |
| | March 31, | | | March 31, | | | March 31, | | | March 31, | |
| | 2007 | | | 2006 | | | 2005 | | | 2004 (a) | |
Net Asset Value, Beginning of Period | | $ | 12.39 | | | $ | 11.86 | | | $ | 11.19 | | | $ | 10.00 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Investment Activities: | | | | | | | | | | | | | | | | |
Net investment income | | | 0.09 | | | | 0.09 | | | | 0.10 | | | | 0.03 | |
Net realized and unrealized gains from investment transactions | | | 1.04 | | | | 0.65 | | | | 0.84 | | | | 1.18 | |
| | | | | | | | | | | | |
Total from investment activities | | | 1.13 | | | | 0.74 | | | | 0.94 | | | | 1.21 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Dividends: | | | | | | | | | | | | | | | | |
Net investment income | | | (0.08 | ) | | | (0.09 | ) | | | (0.09 | ) | | | (0.02 | ) |
Net realized gains from investments | | | (0.27 | ) | | | (0.12 | ) | | | (0.18 | ) | | | — | |
| | | | | | | | | | | | |
Total Dividends | | | (0.35 | ) | | | (0.21 | ) | | | (0.27 | ) | | | (0.02 | ) |
| | | | | | | | | | | | |
|
Net Asset Value, End of Period | | $ | 13.17 | | | $ | 12.39 | | | $ | 11.86 | | | $ | 11.19 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total Return | | | 9.20 | % | | | 6.23 | % | | | 8.34 | % | | | 12.06 | %(b) |
| | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | |
Net Assets at end of period (000’s) | | $ | 59,884 | | | $ | 48,574 | | | $ | 41,175 | | | $ | 35,386 | |
Ratio of net expenses to average net assets | | | 1.00 | % | | | 1.00 | % | | | 1.00 | % | | | 1.00 | %(c) |
Ratio of net investment income to average net assets | | | 0.71 | % | | | 0.73 | % | | | 0.84 | % | | | 0.59 | %(c) |
Ratio of expenses to average net assets (d) | | | 1.11 | % | | | 1.11 | % | | | 1.14 | % | | | 1.18 | %(c) |
Portfolio turnover | | | 21.48 | % | | | 20.44 | % | | | 12.05 | % | | | 2.97 | %(c) |
| | |
(a) | | Fund commenced operations on October 1, 2003. |
|
(b) | | Not annualized. |
|
(c) | | Annualized. |
|
(d) | | During the period, certain fees were reduced and total fund expenses are capped at 1.00%. If such expense caps had not been in place, the ratio would have been as indicated. |
See Notes to Financial Statements
16
| | |
Schedule of PortFolio Investments | | Boston Trust Small Cap Fund March 31, 2007 |
Common Stocks (95.6%)
| | | | | | | | |
Security Description | | | Shares | | | Value ($) | |
Consumer Discretionary (14.2%) | | | | | | | | |
Arbitron, Inc. | | | 8,300 | | | | 389,685 | |
Ballard Power Systems, Inc.(a) | | | 2,350 | | | | 12,996 | |
Bright Horizons Family Solutions, Inc.(a) | | | 10,800 | | | | 407,700 | |
Charming Shoppes, Inc.(a) | | | 24,500 | | | | 317,275 | |
Educational Development Corp. | | | 6,600 | | | | 51,546 | |
Gaiam, Inc., Class A(a) | | | 1,900 | | | | 29,906 | |
Gentex Corp. | | | 24,000 | | | | 390,000 | |
John Wiley & Sons, Inc., Class A | | | 5,600 | | | | 211,456 | |
Laureate Education, Inc.(a) | | | 5,500 | | | | 324,335 | |
Nautilus, Inc. | | | 1,800 | | | | 27,774 | |
Scholastic Corp.(a) | | | 2,500 | | | | 77,750 | |
Spanish Broadcasting System, Inc., Class A(a) | | | 2,600 | | | | 10,400 | |
Strayer Education, Inc. | | | 3,200 | | | | 400,000 | |
Timberland Co., Class A(a) | | | 10,900 | | | | 283,727 | |
| | | | | | | |
| | | | | | | 2,934,550 | |
| | | | | | | |
Consumer Products (4.9%) | | | | | | | | |
Church & Dwight Co., Inc . | | | 3,500 | | | | 176,225 | |
Green Mountain Coffee Roasters, Inc.(a) | | | 1,700 | | | | 107,185 | |
Hain Celestial Group, Inc.(a) | | | 4,000 | | | | 120,280 | |
J. M. Smucker Co. | | | 2,100 | | | | 111,972 | |
Lifeway Foods, Inc.(a) | | | 10,900 | | | | 98,209 | |
SunOpta, Inc.(a) | | | 11,000 | | | | 130,900 | |
United Natural Foods, Inc.(a) | | | 9,000 | | | | 275,760 | |
| | | | | | | |
| | | | | | | 1,020,531 | |
| | | | | | | |
Energy (5.7%) | | | | | | | | |
Cabot Oil & Gas Corp. | | | 6,400 | | | | 430,848 | |
CARBO Ceramics, Inc. | | | 6,000 | | | | 279,300 | |
Encore Acquisition Co.(a) | | | 7,000 | | | | 169,330 | |
Grey Wolf, Inc.(a) | | | 39,000 | | | | 261,300 | |
VeraSun Energy Corp.(a) | | | 1,900 | | | | 37,753 | |
| | | | | | | |
| | | | | | | 1,178,531 | |
| | | | | | | |
Financial Services (13.5%) | | | | | | | | |
Abigail Adams National Bancorp, Inc. | | | 2,500 | | | | 34,500 | |
Bank of Hawaii Corp. | | | 3,300 | | | | 174,999 | |
Carver Bancorp, Inc. | | | 1,775 | | | | 29,731 | |
Chittenden Corp. | | | 11,000 | | | | 332,090 | |
Citizens Banking Coporation | | | 11,200 | | | | 248,192 | |
Dime Community Bancshares | | | 19,000 | | | | 251,370 | |
Federal Agricultural Mortgage Corp., Class C | | | 7,000 | | | | 190,400 | |
Hanmi Financial Corp. | | | 20,700 | | | | 394,542 | |
Parkway Properties, Inc. | | | 7,700 | | | | 402,325 | |
PennFed Financial Services, Inc. | | | 7,700 | | | | 166,859 | |
UCBH Holdings, Inc. | | | 21,800 | | | | 405,916 | |
Wainwright Bank & Trust Co. | | | 12,500 | | | | 159,750 | |
| | | | | | | |
| | | | | | | 2,790,674 | |
| | | | | | | |
Health Care (15.6%) | | | | | | | | |
Biosite, Inc.(a) | | | 6,500 | | | | 545,805 | |
Cerner Corp.(a) | | | 2,100 | | | | 114,345 | |
Cholestech Corp.(a) | | | 5,100 | | | | 87,924 | |
Cytyc Corp.(a) | | | 2,850 | | | | 97,498 | |
Dionex Corp.(a) | | | 6,100 | | | | 415,471 | |
IDEXX Laboratories, Inc.(a) | | | 3,800 | | | | 332,994 | |
Landauer, Inc. | | | 7,500 | | | | 378,600 | |
Meridian Bioscience Inc. | | | 6,450 | | | | 179,052 | |
Millipore Corp.(a) | | | 600 | | | | 43,482 | |
Orthofix International N.V.(a) | | | 6,200 | | | | 316,510 | |
Respironics, Inc.(a) | | | 8,900 | | | | 373,711 | |
West Pharmaceutical Services, Inc. | | | 7,500 | | | | 348,225 | |
| | | | | | | |
| | | | | | | 3,233,617 | |
| | | | | | | |
Common Stocks, continued
| | | | | | | | |
| | | | | | |
| | Shares or | | | | |
| | Principal | | | | |
Security Description | | Amount($) | | | | Value ($) | |
Industrial Materials (5.5%) | | | | | | | | |
Commercial Metals Co. | | | 13,100 | | | | 410,685 | |
Metal Management, Inc. | | | 2,925 | | | | 135,135 | |
Minerals Technologies, Inc. | | | 3,700 | | | | 229,992 | |
Myers Industries, Inc. | | | 11,385 | | | | 212,672 | |
Rock-Tenn Co. | | | 4,700 | | | | 156,040 | |
| | | | | | | |
| | | | | | | 1,144,524 | |
| | | | | | | |
Industrial Products and Services (15.0%) | | | | | | | | |
Apogee Enterprises, Inc. | | | 10,300 | | | | 206,412 | |
Baldor Electric Co. | | | 10,700 | | | | 403,818 | |
CLARCOR, Inc. | | | 10,600 | | | | 337,080 | |
ESCO Technologies, Inc.(a) | | | 2,500 | | | | 112,050 | |
Fuel-Tech, Inc.(a) | | | 1,650 | | | | 40,673 | |
Genesee & Wyoming, Inc., Class A(a) | | | 13,000 | | | | 345,930 | |
Herman Miller, Inc. | | | 1,500 | | | | 50,235 | |
Hydrogenics Corp.(a) | | | 8,000 | | | | 7,600 | |
Insituform Technologies, Inc., Class A(a) | | | 2,950 | | | | 61,330 | |
Interface, Inc., Class A | | | 2,250 | | | | 35,978 | |
Kadant, Inc.(a) | | | 4,615 | | | | 117,036 | |
Lindsay Manufacturing Co. | | | 6,400 | | | | 203,456 | |
Middleby Corp.(a) | | | 825 | | | | 108,768 | |
Simpson Manufacturing Co., Inc . | | | 13,000 | | | | 400,920 | |
Team, Inc.(a) | | | 2,875 | | | | 109,681 | |
Trex Company, Inc.(a) | | | 2,975 | | | | 64,052 | |
Wabtec Corp. | | | 9,000 | | | | 310,410 | |
Watts Water Technologies, Inc., Class A | | | 5,000 | | | | 190,150 | |
| | | | | | | |
| | | | | | | 3,105,579 | |
| | | | | | | |
Information Technology (14.7%) | | | | | | | | |
Acxiom Corp. | | | 4,625 | | | | 98,929 | |
Blackbaud, Inc. | | | 4,200 | | | | 102,564 | |
Coherent, Inc.(a) | | | 7,000 | | | | 222,180 | |
eCollege.com, Inc. (a) | | | 11,000 | | | | 197,450 | |
Itron, Inc.(a) | | | 7,000 | | | | 455,280 | |
J2 Global Communications, Inc.(a) | | | 3,575 | | | | 99,099 | |
National Instruments Corp. | | | 3,800 | | | | 99,674 | |
Plantronics, Inc. | | | 13,500 | | | | 318,870 | |
Polycom, Inc.(a) | | | 12,900 | | | | 429,957 | |
Power Integrations, Inc.(a) | | | 17,000 | | | | 385,050 | |
Presstek, Inc.(a) | | | 14,000 | | | | 84,700 | |
Rackable Systems Inc.(a) | | | 5,750 | | | | 97,577 | |
Renaissance Learning, Inc. | | | 20,000 | | | | 263,400 | |
SunPower Corp., Class A(a) | | | 2,250 | | | | 102,375 | |
Tektronix, Inc. | | | 2,900 | | | | 81,664 | |
| | | | | | | |
| | | | | | | 3,038,769 | |
| | | | | | | |
Utilities (6.5%) | | | | | | | | |
American States Water Co. | | | 2,500 | | | | 92,175 | |
Energen Corp. | | | 8,300 | | | | 422,387 | |
New Jersey Resources Corp. | | | 8,200 | | | | 410,410 | |
South Jersey Industries, Inc. | | | 10,700 | | | | 407,135 | |
| | | | | | | |
| | | | | | | 1,332,107 | |
| | | | | | | |
TOTAL COMMON STOCKS (Cost $15,871,218) | | | | | | | 19,778,882 | |
| | | | | | | |
Investment Company (4.3%)
| | | | | | | | |
Fifth Third Institutional Government | | | | | | | | |
Money Market Fund, Institutional Class (Cost $882,505) | | | 882,505 | | | | 882,505 | |
| | | | | | | |
TOTAL INVESTMENTS (Cost $16,753,723) — 99.9% | | | | | | | 20,661,387 | |
Other assets in excess of liabilities — 0.1% | | | | | | | 17,959 | |
| | | | | | | |
NET ASSETS — 100.0% | | | | | | $ | 20,679,346 | |
| | | | | | | |
| | |
(a) | | Non-income producing security |
See Notes to Financial Statements
17
| | |
Financial Statements | | Boston Trust Small Cap Fund |
Statement of Assets and Liabilities
March 31, 2007
| | | | | | | | |
Assets: | | | | | | | | |
Investments, at value (cost $16,753,723) | | | | | | $ | 20,661,387 | |
Interest and dividends receivable | | | | | | | 15,201 | |
Receivable for capital shares issued | | | | | | | 140,000 | |
Prepaid expenses and other assets | | | | | | | 2,229 | |
| | | | | | | |
Total Assets | | | | | | | 20,818,817 | |
| | | | | | | | |
Liabilities: | | | | | | | | |
Payable for investments purchased | | | 23,112 | | | | | |
Payable for capital shares redeemed | | | 75,000 | | | | | |
Accrued expenses and other liabilities: | | | | | | | | |
Investment adviser | | | 23,213 | | | | | |
Chief compliance officer | | | 130 | | | | | |
Administration | | | 421 | | | | | |
Custodian | | | 2,898 | | | | | |
Transfer agent | | | 3,165 | | | | | |
Trustee | | | 539 | | | | | |
Other | | | 10,993 | | | | | |
| | | | | | | |
Total Liabilities | | | | | | | 139,471 | |
| | | | | | | |
| | | | | | | | |
Net Assets | | | | | | $ | 20,679,346 | |
| | | | | | | |
| | | | | | | | |
Composition of Net Assets: | | | | | | | | |
Capital | | | | | | $ | 16,596,746 | |
| | | | | | | |
Accumulated net investment loss | | | | | | | — | |
Accumulated net realized gains from investment transactions | | | | | | | 174,936 | |
Unrealized appreciation from investments | | | | | | | 3,907,664 | |
| | | | | | | |
Net Assets | | | | | | $ | 20,679,346 | |
| | | | | | | |
Shares outstanding (par value $0.001, unlimited number of shares authorized) | | | | | | | 1,790,775 | |
| | | | | | | |
Net Asset Value, Offering Price and Redemption Price per share | | | | | | $ | 11.55 | |
| | | | | | | |
Statement of Operations
For the period ended March 31, 2007
| | | | | | | | |
Investment Income: | | | | | | | | |
Interest | | | | | | $ | 1,626 | |
Dividends | | | | | | | 172,956 | |
| | | | | | | |
Total Investment Income | | | | | | | 174,582 | |
| | | | | | | |
| | | | | | | | |
Expenses: | | | | | | | | |
Investment adviser | | | 116,953 | | | | | |
Accounting | | | 3,071 | | | | | |
Administration | | | 31,188 | | | | | |
Trustee | | | 2,281 | | | | | |
Custodian | | | 12,440 | | | | | |
Transfer agency | | | 28,692 | | | | | |
Chief compliance officer | | | 1,373 | | | | | |
Printing | | | 14,068 | | | | | |
Other | | | 13,191 | | | | | |
| | | | | | | |
Total expenses before fee reductions | | | | | | | 223,257 | |
Fees voluntarily reduced by the administrator | | | | | | | (8,329 | ) |
Fees contractually reduced by the investment adviser | | | | | | | (19,675 | ) |
| | | | | | | |
Net Expenses | | | | | | | 195,253 | |
| | | | | | | |
| | | | | | | | |
Net Investment loss | | | | | | | (20,671 | ) |
| | | | | | | |
| | | | | | | | |
Net Realized/Unrealized Gains from Investments: | | | | | | | | |
Net realized gains from investment transactions | | | | | | | 472,411 | |
Change in unrealized appreciation/depreciation from investments | | | | | | | 1,269,898 | |
| | | | | | | |
Net realized/unrealized gains from investments | | | | | | | 1,742,309 | |
| | | | | | | |
Change in net assets from operations | | | | | | $ | 1,721,638 | |
| | | | | | | |
See Notes to Financial Statements
18
| | |
Financial Statements | | Boston Trust Small Cap Fund |
Statements of Changes in Net Assets
| | | | | | | | |
| | For the year ended | | | For the year ended | |
| | March 31, 2007 | | | March 31, 2006 | |
Investment Activities: | | | | | | | | |
Operations: | | | | | | | | |
Net investment loss | | $ | (20,671 | ) | | $ | (544 | ) |
Net realized gains from investment transactions | | | 472,411 | | | | 68,488 | |
Change in unrealized appreciation/depreciation from investments | | | 1,269,898 | | | | 2,637,766 | |
| | | | | | |
Change in net assets from operations | | | 1,721,638 | | | | 2,705,710 | |
| | | | | | |
| | | | | | | | |
Dividends: | | | | | | | | |
Net realized gains from investment transactions | | | (344,748 | ) | | | — | |
| | | | | | |
Change in net assets from shareholder dividends | | | (344,748 | ) | | | — | |
| | | | | | |
| | | | | | | | |
Capital Share Transactions: | | | | | | | | |
Proceeds from shares issued | | | 9,584,688 | | | | 8,318,338 | |
Dividends reinvested | | | 337,819 | | | | — | |
Cost of shares redeemed | | | (1,557,584 | ) | | | (86,515 | ) |
| | | | | | |
Change in net assets from capital share transactions | | | 8,364,923 | | | | 8,231,823 | |
| | | | | | |
Change in net assets | | | 9,741,813 | | | | 10,937,533 | |
| | | | | | | | |
Net Assets: | | | | | | | | |
Beginning of year | | | 10,937,533 | | | | — | |
| | | | | | |
End of year | | $ | 20,679,346 | | | $ | 10,937,533 | |
| | | | | | |
| | | | | | | | |
Share Transactions: | | | | | | | | |
Issued | | | 908,685 | | | | 1,007,433 | |
Reinvested | | | 30,739 | | | | — | |
Redeemed | | | (148,043 | ) | | | (8,039 | ) |
| | | | | | |
Change in shares | | | 791,381 | | | | 999,394 | |
| | | | | | |
| | | | | | | | |
Accumulated net investment income | | $ | — | | | $ | — | |
| | | | | | |
See Notes to Financial Statements
19
| | |
Financial Statements | | Boston Trust Small Cap Fund |
Financial Highlights
Selected data for a share outstanding throughout the periods indicated.
| | | | | | | | |
| | For the year | | | For the | |
| | ended | | | period ended | |
| | March 31, | | | March 31, | |
| | 2007 | | | 2006 (a) | |
Net Asset Value, Beginning of Period | | $ | 10.94 | | | $ | 10.00 | |
| | | | | | |
| | | | | | | | |
Investment Activities: | | | | | | | | |
Net investment loss | | | (0.01 | ) | | | — | |
Net realized and unrealized gains from investment transactions | | | 0.85 | | | | 0.94 | |
| | | | | | |
Total from investment activities | | | 0.84 | | | | 0.94 | |
| | | | | | |
| | | | | | | | |
Dividends: | | | | | | | | |
Net realized gains from investments | | | (0.23 | ) | | | — | |
| | | | | | |
Total Dividends | | | (0.23 | ) | | | — | |
| | | | | | |
|
Net Asset Value, End of Period | | $ | 11.55 | | | $ | 10.94 | |
| | | | | | |
| | | | | | | | |
Total Return | | | 7.75 | % | | | 9.40 | %(b) |
| | | | | | |
| | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | |
Net Assets at end of period (000’s) | | $ | 20,679 | | | $ | 10,938 | |
Ratio of net expenses to average net assets | | | 1.25 | % | | | 1.23 | %(c) |
Ratio of net investment loss to average net assets | | | (0.13 | )% | | | (0.02) | %(c) |
Ratio of expenses to average net assets (d) | | | 1.43 | % | | | 1.52 | %(c) |
Portfolio turnover | | | 10.18 | % | | | 3.62 | %(b) |
| | |
(a) | | Fund commenced operations on December 16, 2005. |
|
(b) | | Not annualized. |
|
(c) | | Annualized. |
|
(d) | | During the period, certain fees were reduced and total fund expenses are capped at 1.25%. If such expense caps had not been in place, the ratio would have been as indicated. |
See Notes to Financial Statements
20
| | |
Social Research and Action Update | | March 31, 2007 |
The Walden Social Balanced and Walden Social Equity portfolios employ a multi-faceted approach to meeting the Funds’ social objectives. Proxy voting, social research, company engagement, public policy, and community development investing are all important components of the corporate change process. The Walden Funds are active in each of these social investment strategies.
Proxy Voting
Walden’s goal is to vote proxies of portfolio companies in the best long-term interest of mutual fund investors – an important fiduciary responsibility we take very seriously. Both the social and financial mandates of the portfolios are carefully considered in voting the proxies of Walden Fund companies. As examples, Walden generally votes in favor of proposals that request increased board independence on auditing and nominating committees, as well as those that request management to develop or strengthen a human rights policy. Walden’s Comprehensive Social Proxy Voting Guidelines, along with the annual proxy voting reports for the 12 months ended June 30, 2005, are available at http://www. waldenassetmgmt.com/social/proxyvoting.html.
Social Research and Action
Walden has withdrawn six shareholder resolutions in the First Quarter of 2007 after obtaining substantial commitments from the companies involved, bringing the total withdrawals to ten thus far. These successful initiatives represent more than half of the eighteen resolutions we filed last fall, excluding two that became moot after the companies merged with other corporations (BellSouth with AT&T and Caremark with CVS). Though the issues raised by the resolutions will not be formally presented to shareholders, and there will be no votes to be tallied, these results confirm the power of the proxy to encourage meaningful collaboration. And, the one proxy proposal that has been voted achieved near record-level shareholder support – in what we hope is a harbinger of investor sentiment this proxy season.
Walden withdrew its resolution at Hershey when the company committed to establishing a credible supplier code of conduct. It will also develop a monitoring and implementation plan as part of its broader corporate social responsibility activities. The company expects this code to be a “living document,” evolving over time as it gains experience. Hershey will be working with BSR, a nonprofit advisory organization with expertise in responsible business practices, and Verité, a non-profit social auditing and research organization that works to promote legal, safe and fair working conditions globally.
Wall Street’s Lehman Brothers responded positively to our request for greater disclosure of equal employment opportunity information by detailing its workplace diversity programs and providing comprehensive workforce composition statistics. The investment firm has a strong, firm-wide commitment to diversity that starts at the highest levels of management.
3M enhanced significantly transparency on political contributions policies and practices. In addition to increased disclosure of direct and indirect corporate contributions, 3M committed to detailing “the people, processes, and criteria” governing political giving, as well as information on compliance oversight and controls.
Walden’s Coca Cola and PepsiCo challenge is not a taste test, but a challenge for both to increase recycled content in and recovery of plastic beverage containers. PepsiCo agreed in writing to several actions that will enable Walden to measure continued progress over time. Foremost is its commitment to encourage publication within six months of an industry document on recycling and to work to establish industry-wide container recycling goals. If PepsiCo is not able to mobilize industry support, it will provide its own report to stakeholders. Coca Cola agreed to boost recycling and to increase disclosure of its recycling activities, including source reduction, use of recycled content in plastic beverage bottles and container recovery.
Initiatives at the telecommunications company CenturyTel and the steel mini-mill Commercial Metals continue Walden’s longstanding efforts to encourage corporations to adopt inclusive nondiscrimination policies. CenturyTel formalized its inclusive policy internally, made it available to the public and shared with us information on the company’s diversity training programs. Commercial Metals is our one proxy resolution that has been voted to date and the outcome is astounding – approximately 43 percent of shareholders supported Walden’s resolution asking the company to adopt an inclusive nondiscrimination policy. Among the highest votes ever on this issue, the result signals increasing mainstream approval of equal protection in the workplace.
Public Policy Activities
In March, Walden took advantage of several opportunities to bring the voice of concerned investors into the realm of public policy. Under the leadership of socially responsive investment community’s CERES and the Investor Network on Climate Risk, we joined over fifty institutional investors representing $4 trillion in assets and a dozen major companies calling on U.S. legislators to enact strong policies to address climate change. Voices as disparate as Merrill Lynch, CalPERS (the California public employees retirement system) and DuPont appealed to the U.S. government to set aggressive greenhouse gas emissions reduction targets; increase support for research and development on clean technologies; and for the Securities and Exchange Commission
21
| | |
Social Research and Action Update | | March 31, 2006 |
to illuminate how companies should disclose climate risk in their public documents. We are hopeful that our newly constituted U.S. Congress will find the political will to heed this call to action.
Walden also expressed support for Congressmen Frank’s and Baucus’ proposed legislation, HR 1256, requiring an annual shareholder advisory vote on executive compensation reports as detailed in company proxy statements. The legislation dovetails Walden’s efforts to convene a working group of institutional investors and companies, led jointly with Pfizer and AFSCME (the American Federation of State, County and Municipal Employees union), to study how best to implement the advisory vote. The first meeting of the working group was held in early February and included a number of major companies such as American International Group, Intel and Colgate-Palmolive. Working group participants have agreed that the nonbinding shareholder vote has merit as a mechanism for investors to weigh in on executive compensation policies and practices.
Finally, along with several Boston-based investment firms, Walden wrote in support of a Massachusetts Sudan divestment bill, S. 1474. The bill proposes a targeted divestment strategy that prohibits investment in about two dozen companies of strategic significance to the government of Sudan. In doing so, Massachusetts would join a growing list of states, municipalities and academic institutions calling for divestment to help end the government sponsored genocide and displacement of innocent civilians in Sudan.
Company Lowlights and Highlights
Two companies are facing lawsuits alleging widespread employment discrimination. The large retailer Costco Wholesale, a firm we believe to be exemplary with respect to employee compensation and benefits, is immersed in a lawsuit charging systematic gender bias that was recently granted class-action status on behalf of 700 women employees. According to the plaintiffs, even though close to half of the employees are women, they represent just 13 percent of store managers. In March Walgreen was hit with a class-action lawsuit brought by the Equal Employment Opportunity Commission (EEOC), whose investigation “concluded that discrimination at Walgreen was widespread, institutional and directed at blacks working as managers, pharmacists and trainees.” (New York Times, March 8, 2007) Walden is seeking additional information and monitoring these lawsuits.
On the positive side, a number of companies have earned high praise for their diversity achievements. DiversityInc recognized Bank of America (#1), AT&T (#3), Coca-Cola(#4), Verizon (#8) and Procter & Gamble (#9) in this year’s Top 10 Companies for Recruitment and Retention. People of color at first place honoree Bank of America comprise 34 percent of its top 50 employees and 52 percent of women managers were promoted last year. Goldman Sachs Group and PepsiCo were 2007 recipients of the highly regarded Catalyst Award given in recognition of efforts that successfully advance women in the workplace. Goldman’s Women’s Initiative doubled the number of women partners in the last 5 years. Similarly, PepsiCo’s Women of Color Multicultural Alliance has dramatically increased the presence of women of color in middle and senior management and on the board of directors.
In a welcome reversal of fortune, new Home Depot CEO Frank Blake has accepted a pay package that is modest relative to ousted CEO Bob Nardelli, who raised the ire of institutional investors with his extraordinary compensation package. In all, Mr. Blake’s annual compensation of up to approximately $9 million is about one-third of Nardelli’s annual take while at Home Depot. We hope this signals an emerging era that emphasizes more reasonable, performance based executive pay policies.
Reducing Our Environmental Footprint
Last year, Walden/Boston Trust began offsetting our own greenhouse gas emissions through Carbonfund.org, an organization supporting renewable energy, energy efficiency and reforestation. This year, we are further lighting our step through participation in the U.S. Environmental Protection Agency’s Acid Rain Program. We successfully bid for a sulfur dioxide (SO2) allowance, the central feature of EPA’s market-based offset program to encourage utilities to monitor and reduce SO2 emissions in order to comply with the Clean Air Act’s acid rain requirements. We are pleased to participate in this market-based solution that provides a model for tackling other environmental challenges.
The equities of the companies in bold-face in the above commentary were holdings of the Walden Funds as of March 31, 2007.
Portfolio holdings and percentages are as of March 31, 2007 and are subject to change.
Boston Trust Investment Management, Inc., a subsidiary of Boston Trust & Investment Management Company (BTIM) and an affiliate of Walden Asset Management (Walden) serves as investment adviser (the Adviser) to the Walden Social Balanced Fund and receives a fee for its services. Walden, a division of BTIM, performs shareholder advocacy, proxy voting, screening services, and other social initiatives for the Adviser and is paid a fee for these services by the Adviser.
Shares of the Fund are not deposits of, obligations of, or guaranteed by Boston Trust & Investment Management Company or its affiliates, nor are they federally insured by the FDIC. Investments in the Fund involve investment risks, including the possible loss of principal. Fund distributed by BISYS Fund Services, Columbus, Ohio.
The foregoing information and opinions are for general information only. Boston Trust Funds and Boston Trust Investment Management, Inc do not assume liability for any loss, which may result from the reliance by any person upon any such information or opinions. Such information and opinions are subject to change without notice, are for general information only, and are not intended as an offer or solicitation with respect to the purchase or sale of any security or offering individual or personalized investment advice.
22
| | |
| | Walden Social Balanced Fund |
| | Manager Commentary by Stephen Moody |
Market and Performance | | Walden Social Equity Fund |
Review (unaudited) | | Manager Commentary by Robert Lincoln |
Investment Concerns:
Equity securities (stocks) are more volatile and carry more risk than other forms of investments, including investments in high-grade fixed income securities. The net asset value per share of this Fund will fluctuate as the value of the securities in the portfolio changes. Common stocks, and funds investing in common stocks, generally provide greater return potential when compared with other types of investments. Bonds offer a relatively stable level of income, although bond prices will fluctuate providing the potential for principal gain or loss. Intermediate-term, higher-quality bonds generally offer less risk than longer-term bonds and a lower rate of return.
Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please call us at 1.800.282.8782 ext. 7050.
Market Performance and Summary
The Walden Social Balanced Fund’s unit value increased by 0.34% during the first quarter of 2007 compared to 1.49% for the Lipper Mixed-Asset Target Allocation Growth Funds Average1. For the past year the Balanced Fund returned 4.85% compared with 9.54% for the Lipper Average.
The Walden Social Equity Fund’s unit value was unchanged during the first quarter of 2007, compared with a gain of 0.64% for the S&P 500 Index2. For the past year the Fund returned 5.62% compared with 11.83% for the S&P 500 Index.
From April to July of 2006 the stock market declined slightly, then increased steadily for the rest of the year. During the first two months of 2007, most stock market indices extended the attractive, broad-based gains, however all of the early gains of 2007 were erased at the end of February and the beginning of March amid news that led investors to become more concerned about a recession. Among the prominent adverse developments was the collapse in the sub-prime mortgage market. Sub-prime lending is often done with no downpayment, no income verification, and poor credit history. The suddenness and extent of the potential losses was the surprise, rather than the notion that problems would eventually develop in this risky financial sector. In recent years, sub-prime loans had grown to constitute more than 20% of all new mortgages. Bankruptcy filings of several sub-prime lenders is not the primary concern. Of greater economic significance is that a substantial drop in available credit would have a negative effect on these borrowers in the already depressed housing sector. Will a weaker housing market be the proverbial last straw, spill over into other sectors, pushing us into an economic recession? We think not, but certainly the probability of a recession, though still unlikely, could increase somewhat as the economy softens.
Our Economic Outlook
For most of the past year, the threat of economic recession has been the scuttlebutt of choice at the financial press pub. And for good reason. Not only does the issue attract a broad audience, but there is little question that stock prices correlate fairly well to economic trends. The problem is that recessions are difficult to predict, in particular their duration and severity. Such difficulty has led many investment managers to ignore gross domestic product (“GDP”)3 forecasts and only focus on individual stocks and industries. In our effort to modulate the Funds’ short-term performance volatility, however, we incorporate economic forecasts in our investment strategy. Our ability to predict market and economic trends, while far from perfect, has been sufficiently successful thus far to avoid major declines in the Fund’s year-to-year investment returns.
So what lies ahead? The current economic expansion began about five years ago and, at its core, has been supported by expansionary monetary and fiscal policies. Global trade, and economic cooperation, continues to experience long term growth, despite the important current political conversation. Over the past eighteen months the primary threats to continued short to intermediate-term economic growth have been high oil prices, rising short-term interest rates and a weaker housing market. As important as is the concern about the impact on borrowers of having less available credit due to falling housing prices, of equal concern to us are the moderation in business capital spending, the decline in productivity, and the increase in unit labor costs since year end. However, these are positively offset by good employment growth, and rising income and consumer spending. Moreover, except for housing, there are few inventory imbalances throughout our economy and the global
| | |
† | | Portfolio composition is subject to change. |
|
1 | | The Lipper Mixed-Asset Target Allocation Growth Funds Average is an average of managed mutual funds whose primary objective is to maintain a mix of between 60%-80% equity securities with the remainder invested in bonds, cash and cash equivalents. |
|
2 | | The S&P 500 Stock Index is unmanaged and generally representative of the U.S. stock market as a whole. Investors cannot invest directly in an index. |
|
3 | | The Gross Domestic Product (GDP) is the measure of the market value of the goods and services produced by labor and property in the United States. |
23
| | |
| | Walden Social Balanced Fund |
| | Manager Commentary by Stephen Moody |
Market and Performance | | Walden Social Equity Fund |
Review (cont.) | | Manager Commentary by Robert Lincoln |
economy remains robust. The Federal Reserve (the “Fed”) has implied it will ease, or tighten, monetary policy as needed. Taken together, our conclusion is the same as it was at year-end: GDP growth is likely to moderate through 2007, but a recession seems unlikely. When investor concern about a recession eased during the summer of 2006, stock prices began a steady climb. In our opinion, a similar pattern could emerge this year if our economic assessment is correct.
With respect to portfolio composition in the period, the most pronounced factor in the equity markets was market capitalization. Mid cap stocks as represented by the Russell Midcap® Index4 rose 4.38% in the last quarter alone, followed by small cap stocks as represented by the Russell 2000® Index5 at 1.95%, both outperforming the S&P 500. Larger value and growth stocks performed similarly. No major sector deviated greatly from the S&P though the financial sector, the largest, and the largest in the Fund, declined 3.4%. The Fund’s holdings in the financial sector are generally not in engaged in significant subprime lending. No broad international market stood out, though the Pacific Basin excluding Japan rose over 7%; the Morgan Stanley EAFE Index6 rose 4.15%; emerging markets, normally the most volatile, were up less than 3%.†
Investment Strategy
We did not alter the Walden Social Balanced Fund’s investment stance much during the past year and see no reason to do so prospectively, given the lack of change in both our economic outlook, and aggregate stock and bond prices. Equity allocation remains close to 75%. We are likely to retain this exposure unless there is greater evidence of economic weakness and consequent competitive pressure on corporate profits and cash flows.†
We also made comparatively few changes in the Walden Social Balanced Fund’s bond investments. Most continue to be concentrated in U. S. Government Agency issues that mature in less than three years. In our view there is little incentive to invest in longer bond maturities. Interest rates are virtually flat across all maturity ranges, and we do not expect much of a change in interest rates through the year. Moreover, if the economy weakens, most of the interest rate decline (and increase in principal value) is likely to occur in bonds that mature within several years, not longer maturity issues: yields never did rise much in longer bonds while the Federal Reserve was increasing short-term interest rates from 2004 through last summer.†
Government agency issues have other important attributes. Unlike corporate bonds, they do not lose creditworthiness. Additionally, the yield spread, the difference in interest rates between government agency and corporate issues, is minimal at this time compared to historic norms. Worth noting as well is that until several years ago changes in credit quality among corporate bond issuers was most often gradual and predictable. Today, the credit rating of a corporate bond can change suddenly should the corporation be purchased by one of the many private equity firms. A common thread among such buyout firms is financial leverage, big purchases with little equity risk capital and big loans (the LBO or leveraged buyout of yore). All these firms load their target companies with the high amounts of debt leaving existing bondholders with much less repayment protection. The Fund’s nil corporate bond exposure is likely not to increase unless and until corporate interest rate differential makes it worth the added risk or the buyout environment changes.†
The expanded market presence of these private equity firms has also begun to affect both Funds’ stock investments. The companies we generally prefer are unlikely targets of private equity firms, since they are usually efficiently managed, with a growing stream of revenues and profits that result in stock prices higher than those preferred by private equity buyers. But if growth slows sufficiently and share prices fall, the equation could change. Over the past year, two companies in which the Funds held comparatively small positions, Biomet and Claire Stores, sought, received and accepted attractive buyout offers. In each instance, business growth had moderated, yet available cash flow was both abundant and stable. We believe directors of both companies made a reasonable business decision on behalf of shareholders to sell.†
We would not be surprised if a few mid-size companies in the Funds follow a similar path in the year ahead. Private equity firms have attracted enormous pools of equity capital and currently have access to additional debt financing at low rates of interest. They are flush and eager to buy. Although seemingly attractive for now, most highly leveraged financial structures run into trouble eventually, most often in the next economic recession or credit squeeze. Most mid cap companies, however, will not be bought by private equity firms.†
More importantly, some of the largest and financially strongest companies, including many with exposure to rapidly growing global markets, are among those most attractively valued. In the
| | |
4 | | The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 25% of the total market capitalization of the Russell 1000 Index. As of the latest reconstitution, the average market capitalization was approximately $4.7 billion; the median market capitalization was approximately $3.6 billion. The largest company in the index had an approximate market capitalization of $13.7 billion. |
|
5 | | The Russell 2000® Index is generally representative of the smallest 2000 companies in the Russell 3000® Index. |
|
6 | | The Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index is an unmanaged, arithmetic, market value-weighted average of the performance of over 900 securities listed on the stock exchange of countries in Europe, Australia and the Far East. |
|
† | | Portfolio composition is subject to change. |
24
| | |
| | Walden Social Balanced Fund |
| | Manager Commentary by Stephen Moody |
Market and Performance | | Walden Social Equity Fund |
Review (cont.) | | Manager Commentary by Robert Lincoln |
aggregate, the stocks in the Funds are valued at about 16 times last year’s earnings, which is close to the historical norm and among the lowest valuations since the mid-1990’s. From these levels even modest growth in the economy and corporate profits in 2007 is likely to translate to stock returns for the year that are higher than the roughly 5% yields currently available in bonds and money market instruments. Our confidence that such investments will provide a more attractive risk and reward balance over the long-term has not changed.†
The equities of the companies in bold-face in the above commentary were holdings of the Walden Funds as of March 31, 2007.
Portfolio holdings and percentages are as of March 31, 2007 and are subject to change.

Stephen Moody
Portfolio Manager
Boston Trust Investment Management, Inc.
Robert Lincoln
Portfolio Manager
Boston Trust Investment Management, Inc. | | |
† | | Portfolio composition is subject to change. |
25
| | |
| | Walden Social Balanced Fund |
Investment Performance (unaudited) | | March 31, 2007 |
Fund Net Asset Value: $ 11.83
Gross Expense Ratio: 1.18%
| | | | | | | | | | | | | | | | |
| | | | | | Annualized |
| | Quarter Ended | | 1 Year Ended | | 5 Years Ended | | Since Inception |
| | 3/31/07 | | 3/31/07 | | 3/31/07 | | June 20, 1999 |
Walden Social Balanced Fund* | | | 0.34 | % | | | 4.85 | % | | | 4.71 | % | | | 3.88 | % |
Lipper Mixed-Asset Target Allocation Growth Funds Average** | | | 1.49 | % | | | 9.54 | % | | | 6.50 | % | | | 3.80 | % |
Standard & Poor’s 500 Stock Index** | | | 0.64 | % | | | 11.83 | % | | | 6.27 | % | | | 2.36 | % |
Lehman Brothers Government/Credit Bond Index | | | 1.47 | % | | | 6.38 | % | | | 5.57 | % | | | 6.15 | % |
90-Day U.S. Treasury Bills** | | | 1.21 | % | | | 4.83 | % | | | 2.51 | % | | | 3.21 | % |
Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please call 1-800-282-8782 ext. 7050.
| | |
* | | After all expenses at an annual rate of 1.00%, the adviser’s expense limitation. |
|
** | | The performance data is calculated from June 18, 1999. |
The chart represents a historical investment of $10,000 in the Walden Social Balanced Fund from June 20, 1999, to March 31, 2007, and represents the reinvestment of dividends and capital gains in the Fund.
The Fund’s performance is compared to the Standard & Poor’s 500 Stock Index, the Lehman Brothers Government/Credit Bond Index, the Lipper Mixed-Asset Target Allocation Growth Funds Average and the 90-Day U.S. Treasury Bill Total Return Index.
The Lipper Mixed-Asset Target Allocation Growth Funds Average is an average of managed mutual funds whose primary objective is to maintain a mix of between 60%-80% equity securities with the remainder invested in bonds, cash and cash equivalents. The Standard & Poor’s 500 Stock Index is unmanaged an generally representative of the U.S. stock market. The Lehman Brothers Government/Credit Bond Index is generally representative of the performance of U.S. Treasury, U.S. government agency, and corporate debt securities. The 90-Day U.S. Treasury Bills are represented by the U.S. Treasury Bill Total Return Index. Treasury bills are government guaranteed and offer a fixed rate of return. Return and principal of stocks and bonds will vary with market conditions. All indices except the Lipper Mixed-Asset Target Allocation Growth Funds Average are unmanaged; they do not reflect the deduction of expenses associated with a mutual fund, such as investment management and fund accounting fees. The Fund’s performance reflects the deduction of fees for these services. The Lipper Average is an equally weighted index of the largest managed mutual funds within their respective investment objectives, adjusted for the reinvestment of capital gains distributions and income dividends. Investors cannot invest directly in an index, although they can invest in the underlying securities.
The returns shown do not reflect the deduction of taxes a shareholder would pay on the redemption of fund shares or fund distributions.
26
| | |
| | Walden Social Equity Fund |
Investment Performance (unaudited) | | March 31, 2007 |
Fund Net Asset Value: $12.31
Gross Expense Ratio: 1.12%
| | | | | | | | | | | | | | | | |
| | | | | | Annualized |
| | Quarter Ended | | 1 Year Ended | | 5 Years Ended | | Since Inception |
| | 3/31/07 | | 3/31/07 | | 3/31/07 | | June 20, 1999 |
Walden Social Equity Fund* | | | 0.00 | % | | | 5.62 | % | | | 4.91 | % | | | 3.69 | % |
Standard & Poor’s 500 Stock Index** | | | 0.64 | % | | | 11.83 | % | | | 6.27 | % | | | 2.36 | % |
Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please call 1-800-282-8782 ext. 7050.
| | |
* | | After all expenses at an annual rate of 1.00%, the adviser’s expense limitation. |
|
** | | The performance data being shown for the S&P 500 is calculated from June 18, 1999. |
The chart represents a historical investment of $10,000 in the Walden Social Equity Fund from June 20, 1999, to March 31, 2007, and represents the reinvestment of dividends and capital gains in the Fund.
The Fund’s performance is compared to the Standard & Poor’s 500 Stock Index, which is an unmanaged index of stocks that measures the asset-weighted performance of 500 stocks of large capitalization companies. The index does not reflect the deduction of expenses associated with a mutual fund, such as investment management and fund accounting fees. The Fund’s performance reflects the deduction of fees for these services. Investors cannot invest directly in an index, although they can invest in the underlying securities.
The returns shown do not reflect the deduction of taxes a shareholder would pay on the redemption of fund shares or fund distribution.
27
| | |
| | Walden Social Balanced Fund |
Schedule of Portfolio Investments | | March 31, 2007 |
Common Stocks (73.6%)
| | | | | | | | |
Security Description | | Shares | | Value ($) |
Basic Materials (5.6%) | | | | | | | | |
Air Products & Chemicals, Inc. | | | 3,000 | | | | 221,670 | |
Donaldson Co., Inc. | | | 9,000 | | | | 324,900 | |
Dover Corp. | | | 4,400 | | | | 214,764 | |
Ecolab, Inc. | | | 5,000 | | | | 215,000 | |
Praxair, Inc. | | | 3,500 | | | | 220,360 | |
Sigma-Aldrich Corp. | | | 11,000 | | | | 456,720 | |
| | | | | | | | |
| | | | | | | 1,653,414 | |
| | | | | | | | |
Capital Goods (3.8%) | | | | | | | | |
Emerson Electric Co. | | | 9,000 | | | | 387,810 | |
Illinois Tool Works, Inc. | | | 14,000 | | | | 722,400 | |
| | | | | | | | |
| | | | | | | 1,110,210 | |
| | | | | | | | |
Communication Services (1.9%) | | | | | | | | |
Nokia Corp., ADR | | | 15,000 | | | | 343,800 | |
Verizon Communications, Inc. | | | 6,000 | | | | 227,520 | |
| | | | | | | | |
| | | | | | | 571,320 | |
| | | | | | | | |
Consumer Cyclicals (8.1%) | | | | | | | | |
Chico’s FAS, Inc.(a) | | | 10,000 | | | | 244,300 | |
Honda Motor Co., Ltd ., ADR | | | 6,200 | | | | 216,194 | |
Lowe’s Cos., Inc. | | | 6,000 | | | | 188,940 | |
NIKE, Inc., Class B | | | 3,500 | | | | 371,910 | |
Omnicom Group, Inc. | | | 5,300 | | | | 542,614 | |
Staples, Inc. | | | 16,000 | | | | 413,440 | |
Target Corp. | | | 3,800 | | | | 225,188 | |
The Home Depot, Inc. | | | 5,600 | | | | 205,744 | |
| | | | | | | | |
| | | | | | | 2,408,330 | |
| | | | | | | | |
Consumer Products (1.1%) | | | | | | | | |
The McGraw-Hill Cos., Inc. | | | 5,000 | | | | 314,400 | |
| | | | | | | | |
Consumer Staples (7.1%) | | | | | | | | |
Colgate-Palmolive Co. | | | 7,200 | | | | 480,888 | |
Costco Wholesale Corp. | | | 7,500 | | | | 403,800 | |
PepsiCo, Inc. | | | 7,000 | | | | 444,920 | |
Procter & Gamble Co. | | | 8,000 | | | | 505,280 | |
W.W. Grainger, Inc. | | | 3,500 | | | | 270,340 | |
| | | | | | | | |
| | | | | | | 2,105,228 | |
| | | | | | | | |
Energy (6.2%) | | | | | | | | |
Apache Corp. | | | 3,400 | | | | 240,380 | |
BG Group PLC, ADR | | | 3,300 | | | | 236,676 | |
BP PLC, ADR | | | 17,000 | | | | 1,100,750 | |
XTO Energy, Inc. | | | 4,600 | | | | 252,126 | |
| | | | | | | | |
| | | | | | | 1,829,932 | |
| | | | | | | | |
Financial Services (14.6%) | | | | | | | | |
American Express Co. | | | 5,600 | | | | 315,840 | |
American International Group, Inc. | | | 4,900 | | | | 329,378 | |
Bank of America Corp. | | | 10,803 | | | | 551,169 | |
Cincinnati Financial Corp. | | | 4,700 | | | | 199,280 | |
Commerce Bancshares, Inc. | | | 6,601 | | | | 318,894 | |
Lehman Brothers Holdings, Inc. | | | 3,000 | | | | 210,210 | |
Northern Trust Corp. | | | 5,700 | | | | 342,798 | |
State Street Corp. | | | 6,300 | | | | 407,925 | |
T. Rowe Price Group, Inc. | | | 11,000 | | | | 519,090 | |
The Goldman Sachs Group, Inc. | | | 2,200 | | | | 454,586 | |
Wachovia Corp. | | | 4,000 | | | | 220,200 | |
Wilmington Trust Corp. | | | 11,000 | | | | 463,870 | |
| | | | | | | | |
| | | | | | | 4,333,240 | |
| | | | | | | | |
Health Care (11.7%) | | | | | | | | |
Amgen, Inc.(a) | | | 1,800 | | | | 100,584 | |
Becton, Dickinson & Co. | | | 3,000 | | | | 230,670 | |
Common Stocks, continued
| | | | | | | | |
| | Shares or | | |
| | Principal | | |
Security Description | | Amount($) | | Value ($) |
Health Care, continued | | | | | | | | |
C.R . Bard, Inc. | | | 3,000 | | | | 238,530 | |
Dentsply International, Inc. | | | 7,000 | | | | 229,250 | |
GlaxoSmithKline PLC, ADR | | | 6,500 | | | | 359,190 | |
Johnson & Johnson, Inc. | | | 7,000 | | | | 421,820 | |
Medtronic, Inc. | | | 10,000 | | | | 490,600 | |
Novartis AG, ADR | | | 7,500 | | | | 409,725 | |
Quest Diagnostics, Inc. | | | 4,000 | | | | 199,480 | |
Respironics, Inc.(a) | | | 4,900 | | | | 205,751 | |
Teva Pharmaceutical Ltd., ADR | | | 9,900 | | | | 370,557 | |
United Health Group, Inc. | | | 4,000 | | | | 211,880 | |
| | | | | | | | |
| | | | | | | 3,468,037 | |
| | | | | | | | |
Technology (10.3%) | | | | | | | | |
3M Co. | | | 7,000 | | | | 535,010 | |
Applied Materials, Inc. | | | 11,000 | | | | 201,520 | |
Automatic Data Processing, Inc. | | | 4,400 | | | | 212,960 | |
Cisco Systems, Inc.(a) | | | 12,000 | | | | 306,360 | |
Dell, Inc.(a) | | | 9,000 | | | | 208,890 | |
EMC Corp.(a) | | | 30,000 | | | | 415,500 | |
International Business Machines Corp. | | | 2,200 | | | | 207,372 | |
Linear Technology Corp. | | | 6,800 | | | | 214,812 | |
Microsoft Corp. | | | 18,750 | | | | 522,563 | |
Texas Instruments, Inc. | | | 8,000 | | | | 240,800 | |
| | | | | | | | |
| | | | | | | 3,065,787 | |
| | | | | | | | |
Transportation (3.2%) | | | | | | | | |
Expeditors International of Washington, Inc. | | | 2,400 | | | | 99,168 | |
FedEx Corp. | | | 4,000 | | | | 429,720 | |
United Parcel Service, Inc., Class B | | | 6,000 | | | | 420,600 | |
| | | | | | | | |
| | | | | | | 949,488 | |
| | | | | | | | |
TOTAL COMMON STOCKS (Cost $18,015,679) | | | | | | | 21,809,386 | |
| | | | | | | | |
|
U.S. Government Agency Obligations (23.8%) | | | | | | | | |
Federal Farm Credit Bank, 6.00%, 3/7/11 | | | 500,000 | | | | 520,854 | |
Federal Home loan Bank | | | | | | | | |
3.50%, 11/15/07 | | | 500,000 | | | | 494,898 | |
3.75%, 8/18/09 | | | 500,000 | | | | 488,270 | |
4.38%, 3/17/10 | | | 700,000 | | | | 692,863 | |
4.25%, 4/16/07 | | | 300,000 | | | | 299,863 | |
4.63%, 11/21/08 | | | 500,000 | | | | 498,020 | |
5.00%, 12/21/15 | | | 700,000 | | | | 700,724 | |
4.63%, 2/8/08 | | | 700,000 | | | | 697,257 | |
5.00%, 12/12/08 | | | 1,000,000 | | | | 1,001,932 | |
5.00%, 2/4/09 | | | 500,000 | | | | 501,139 | |
Government National Mortgage Association | | | | | | | | |
6.50%, 2/15/32 | | | 13,919 | | | | 14,312 | |
6.50%, 5/15/32 | | | 112,414 | | | | 115,590 | |
6.00%, 7/15/34 | | | 193,013 | | | | 195,584 | |
6.00%, 10/15/36 | | | 268,441 | | | | 272,016 | |
Housing and Urban Development, 7.50%, 8/1/11 | | | 200,000 | | | | 211,488 | |
U.S Treasury Inflation Protected Bonds, 3.00%, 7/15/12 | | | 336,480 | | | | 354,120 | |
| | | | | | | | |
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS (Cost $7,062,067) | | | | | | | 7,058,930 | |
| | | | | | | | |
Continued
28
| | |
| | Walden Social Balanced Fund |
Schedule of Portfolio Investments | | March 31, 2007 |
Certificates of Deposit (1.1%)
| | | | | | | | |
| | Principal | | |
Security Description | | Amount | | Value ($) |
1st Delta Federal Credit Union, 3.50%, 1/9/09 | | | 25,000 | | | | 25,000 | |
Albina Community BankCorp, 3.59%, 3/15/08 | | | 25,000 | | | | 25,000 | |
Central Appalachian Peoples Federal Credit Union, 4.00%, 3/14/09 | | | 25,000 | | | | 25,000 | |
Community Capital Bank, 3.80%, 7/20/08 | | | 50,000 | | | | 50,000 | |
Delta Bank and Trust Co., 2 .75%, 10/6/07 | | | 25,000 | | | | 25,000 | |
Elk Horn Bank, 3.75%, 3/14/08 | | | 25,000 | | | | 25,000 | |
Shorebank Pacific Bank, 3.02%, 7/13/07 | | | 50,000 | | | | 50,000 | |
Shorebank Pacific Bank, 5.00%, 5/10/08 | | | 50,000 | | | | 50,000 | |
Vermont Development Credit, 3.75%, 7/13/09 | | | 50,000 | | | | 50,000 | |
| | | | | | | | |
TOTAL CERTIFICATES OF DEPOSIT (Cost $325,000) | | | | | | | 325,000 | |
| | | | | | | | |
|
Investment Company (1.3%) | | | | | | | | |
Fifth Third Institutional Government Money Market Fund, Institutional Class (Cost $395,978) | | | 395,978 | | | | 395,978 | |
| | | | | | | |
TOTAL INVESTMENTS (Cost $25,798,724) — 99.8% | | | | | | | 29,589,294 | |
Other assets in excess of liabilities — 0.2% | | | | | | | 54,991 | |
| | | | | | | |
NET ASSETS — 100.0% | | | | | | $ | 29,644,285 | |
| | | | | | | |
| | |
(a) | | Non-income producing security |
|
ADR | | American Depository Receipt |
|
PLC | | Public Limited Co. |
See Notes to Financial Statements
29
| | |
Financial Statements | | Walden Social Balanced Fund |
Statement of Assets and liabilities
March 31, 2007
| | | | | | | | |
Assets: | | | | | | | | |
Investments, at value (cost $25,798,724) | | | | | | $ | 29,589,294 | |
Interest and dividends receivable | | | | | | | 108,725 | |
Prepaid expenses and other assets | | | | | | | 4,642 | |
| | | | | | | |
Total Assets | | | | | | | 29,702,661 | |
| | | | | | | |
| | | | | | | | |
Liabilities: | | | | | | | | |
Payable for capital shares redeemed | | | 34,717 | | | | | |
Accrued expenses and other liabilities: | | | | | | | | |
Investment adviser | | | 8,241 | | | | | |
Chief compliance officer | | | 235 | | | | | |
Administration | | | 611 | | | | | |
Custodian | | | 1,460 | | | | | |
Transfer agent | | | 3,000 | | | | | |
Trustee | | | 176 | | | | | |
Other | | | 9,936 | | | | | |
| | | | | | | |
Total Liabilities | | | | | | | 58,376 | |
| | | | | | | |
| | | | | | | | |
Net Assets | | | | | | $ | 29,644,285 | |
| | | | | | | |
Composition of net Assets: | | | | | | | | |
Capital | | | | | | $ | 25,238,836 | |
Accumulated net investment income | | | | | | | 121,946 | |
Accumulated net realized gains from investment transactions | | | | | | | 492,933 | |
Unrealized appreciation from investments | | | | | | | 3,790,570 | |
| | | | | | | |
Net Assets | | | | | | $ | 29,644,285 | |
| | | | | | | |
Shares outstanding (par value $0.001, unlimited number of shares authorized) | | | | | | | 2,504,928 | |
| | | | | | | |
Net Asset Value, Offering Price and Redemption Price per share | | | | | | $ | 11.83 | |
| | | | | | | |
Statement of Operations
For the year ended March 31, 2007
| | | | | | | | |
Investment Income: | | | | | | | | |
Interest | | | | | | | 376,031 | |
Dividends | | | | | | | 367,835 | |
| | | | | | | |
Total Investment Income | | | | | | | 743,866 | |
| | | | | | | |
| | | | | | | | |
Expenses: | | | | | | | | |
Investment adviser | | | 221,758 | | | | | |
Accounting | | | 3,752 | | | | | |
Administration | | | 59,136 | | | | | |
Trustee | | | 3,764 | | | | | |
Custodian | | | 8,962 | | | | | |
Transfer agency | | | 18,005 | | | | | |
Chief compliance officer | | | 2,631 | | | | | |
Other | | | 29,010 | | | | | |
| | | | | | | |
Total expenses before fee reductions | | | | | | | 347,018 | |
Fees voluntarily reduced by the administrator | | | | | | | (16,685 | ) |
Fees contractually reduced by the investment adviser | | | | | | | (34,656 | ) |
| | | | | | | |
Net Expenses | | | | | | | 295,677 | |
| | | | | | | |
| | | | | | | | |
Net Investment Income | | | | | | | 448,189 | |
| | | | | | | |
| | | | | | | | |
Net Realized/Unrealized Gains from Investments: | | | | | | | | |
Net realized gains from investment transactions | | | | | | | 882,424 | |
Change in unrealized appreciation/ depreciation from investments | | | | | | | 117,273 | |
| | | | | | | |
Net realized/unrealized gains from investments | | | | | | | 999,697 | |
| | | | | | | |
Change in net assets from operations | | | | | | $ | 1,447,886 | |
| | | | | | | |
See Notes to Financial Statements
30
| | |
Financial Statements | | Walden Social Balanced Fund |
Statements of Changes in Net Assets
| | | | | | | | |
| | For the year ended | | | For the year ended | |
| | March 31, 2007 | | | March 31, 2006 | |
Investment Activities: | | | | | | | | |
Operations: | | | | | | | | |
Net investment income | | $ | 448,189 | | | $ | 431,854 | |
Net realized gains from investment transactions | | | 882,424 | | | | 841,032 | |
Change in unrealized appreciation/depreciation from investments | | | 117,273 | | | | 446,788 | |
| | | | | | |
Change in net assets from operations | | | 1,447,886 | | | | 1,719,674 | |
| | | | | | |
| | | | | | | | |
Dividends: | | | | | | | | |
Net investment income | | | (421,442 | ) | | | (421,652 | ) |
Net realized gains from investment transactions | | | (365,857 | ) | | | — | |
| | | | | | |
Change in net assets from shareholder dividends | | | (787,299 | ) | | | (421,652 | ) |
| | | | | | |
| | | | | | | | |
Capital Share Transactions: | | | | | | | | |
Proceeds from shares issued | | | 1,835,914 | | | | 3,182,527 | |
Dividends reinvested | | | 780,689 | | | | 413,013 | |
Cost of shares redeemed | | | (3,354,627 | ) | | | (3,292,653 | ) |
| | | | | | |
Change in net assets from capital share transactions | | | (738,024 | ) | | | 302,887 | |
| | | | | | |
Change in net assets | | | (77,437 | ) | | | 1,600,909 | |
| | | | | | | | |
Net Assets: | | | | | | | | |
Beginning of year | | | 29,721,722 | | | | 28,120,813 | |
| | | | | | |
End of year | | $ | 29,644,285 | | | $ | 29,721,722 | |
| | | | | | |
| | | | | | | | |
Share Transactions: | | | | | | | | |
Issued | | | 157,608 | | | | 282,068 | |
Reinvested | | | 66,160 | | | | 36,261 | |
Redeemed | | | (286,504 | ) | | | (288,601 | ) |
| | | | | | |
Change in shares | | | (62,736 | ) | | | 29,728 | |
| | | | | | |
| | | | | | | | |
Accumulated net investment income | | $ | 121,946 | | | $ | 95,199 | |
| | | | | | |
See Notes to Financial Statements
31
| | |
Financial Statements | | Walden Social Balanced Fund |
Financial Highlights
Selected data for a share outstanding throughout the years indicated.
| | | | | | | | | | | | | | | | | | | | |
| | For the year | | | For the year | | | For the year | | | For the year | | | For the year | |
| | ended | | | ended | | | ended | | | ended | | | ended | |
| | March 31, | | | March 31, | | | March 31, | | | March 31, | | | March 31, | |
| | 2007 | | | 2006 | | | 2005 | | | 2004 | | | 2003 | |
Net Asset Value, Beginning of Year | | $ | 11.58 | | | $ | 11.08 | | | $ | 10.71 | | | $ | 9.13 | | | $ | 10.22 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Investment Activities: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.18 | | | | 0.18 | | | | 0.13 | | | | 0.13 | | | | 0.18 | |
Net realized and unrealized gains (losses) from investments | | | 0.38 | | | | 0.49 | | | | 0.37 | | | | 1.59 | | | | (1.10 | ) |
| | | | | | | | | | | | | | | |
Total from investment activities | | | 0.56 | | | | 0.67 | | | | 0.50 | | | | 1.72 | | | | (0.92 | ) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dividends: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.17 | ) | | | (0.17 | ) | | | (0.13 | ) | | | (0.14 | ) | | | (0.17 | ) |
Net realized gains from investments | | | (0.14 | ) | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | |
Total Dividends | | | (0.31 | ) | | | (0.17 | ) | | | (0.13 | ) | | | (0.14 | ) | | | (0.17 | ) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net Asset Value, End of Year | | $ | 11.83 | | | $ | 11.58 | | | $ | 11.08 | | | $ | 10.71 | | | $ | 9.13 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total Return | | | 4.85 | % | | | 6.06 | % | | | 4.62 | % | | | 18.91 | % | | | (9.00 | )% |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Net Assets at end of period (000’s) | | $ | 29,644 | | | $ | 29,722 | | | $ | 28,121 | | | $ | 24,410 | | | $ | 18,528 | |
Ratio of net expenses to average net assets | | | 1.00 | % | | | 1.00 | % | | | 1.00 | % | | | 1.00 | % | | | 1.00 | % |
Ratio of net investment income to average net assets | | | 1.52 | % | | | 1.49 | % | | | 1.26 | % | | | 1.38 | % | | | 1.95 | % |
Ratio of expenses to average net assets (a) | | | 1.17 | % | | | 1.18 | % | | | 1.26 | % | | | 1.26 | % | | | 1.26 | % |
Portfolio turnover | | | 28.57 | % | | | 41.14 | % | | | 21.15 | % | | | 26.47 | % | | | 40.07 | % |
| | |
(a) | | During the period, certain fees were reduced and total fund expenses are capped at 1.00%. If such expense caps had not been in place, the ratio would have been as indicated. |
See Notes to Financial Statements
32
| | |
| | Walden Social Equity Fund |
Schedule of Portfolio Investments | | March 31, 2007 |
Common Stocks (97.8%)
| | | | | | | | |
Security Description | | Shares | | Value ($) |
Basic Materials (5.6%) | | | | | | | | |
Air Products & Chemicals, Inc. | | | 6,000 | | | | 443,340 | |
Donaldson Co., Inc . | | | 20,000 | | | | 722,000 | |
Ecolab, Inc. | | | 15,000 | | | | 645,000 | |
Sigma-Aldrich Corp. | | | 24,000 | | | | 996,480 | |
| | | | | | | | |
| | | | | | | 2,806,820 | |
| | | | | | | | |
Capital Goods (4.2%) | | | | | | | | |
Emerson Electric Co. | | | 22,000 | | | | 947,980 | |
Illinois Tool Works, Inc. | | | 22,000 | | | | 1,135,200 | |
| | | | | | | | |
| | | | | | | 2,083,180 | |
| | | | | | | | |
Communication Services (4.3%) | | | | | | | | |
Alltel Corp. | | | 8,000 | | | | 496,000 | |
Idearc, Inc. | | | 750 | | | | 26,325 | |
Nokia Corp., ADR | | | 40,000 | | | | 916,800 | |
Verizon Communications, Inc. | | | 18,000 | | | | 682,560 | |
| | | | | | | | |
| | | | | | | 2,121,685 | |
| | | | | | | | |
Consumer Cyclicals (9.3%) | | | | | | | | |
Chico’s FAS, Inc.(a) | | | 20,000 | | | | 488,600 | |
Claire’s Stores, Inc. | | | 15,000 | | | | 481,800 | |
Eaton Corp. | | | 11,000 | | | | 919,160 | |
NIKE, Inc., Class B | | | 10,000 | | | | 1,062,600 | |
Staples, Inc. | | | 37,500 | | | | 969,000 | |
The Home Depot, Inc. | | | 20,000 | | | | 734,800 | |
| | | | | | | | |
| | | | | | | 4,655,960 | |
| | | | | | | | |
Consumer Products (1.3%) | | | | | | | | |
Aptargroup, Inc. | | | 10,000 | | | | 669,300 | |
| | | | | | | | |
Consumer Staples (16.5%) | | | | | | | | |
Colgate-Palmolive Co. | | | 16,000 | | | | 1,068,640 | |
Costco Wholesale Corp. | | | 20,000 | | | | 1,076,800 | |
General Mills, Inc. | | | 16,000 | | | | 931,520 | |
PepsiCo, Inc. | | | 16,000 | | | | 1,016,960 | |
Procter & Gamble Co. | | | 16,000 | | | | 1,010,560 | |
Sysco Corp. | | | 26,000 | | | | 879,580 | |
W.W. Grainger, Inc. | | | 12,000 | | | | 926,880 | |
Walgreen Co. | | | 15,000 | | | | 688,350 | |
Wm. Wrigley Jr. Co. | | | 12,500 | | | | 636,625 | |
| | | | | | | | |
| | | | | | | 8,235,915 | |
| | | | | | | | |
Energy (7.8%) | | | | | | | | |
Apache Corp. | | | 15,000 | | | | 1,060,500 | |
BG Group PLC, ADR | | | 8,000 | | | | 573,760 | |
BP PLC, ADR | | | 22,000 | | | | 1,424,500 | |
XTO Energy, Inc. | | | 15,000 | | | | 822,150 | |
| | | | | | | | |
| | | | | | | 3,880,910 | |
| | | | | | | | |
Financial Services (20.4%) | | | | | | | | |
American Express Co. | | | 16,000 | | | | 902,400 | |
American International Group, Inc. | | | 13,000 | | | | 873,860 | |
Bank of America Corp. | | | 18,000 | | | | 918,360 | |
Cincinnati Financial Corp. | | | 19,845 | | | | 841,428 | |
Commerce Bancshares, Inc. | | | 13,163 | | | | 635,905 | |
Moody’s Corp. | | | 10,000 | | | | 620,600 | |
Northern Trust Corp. | | | 14,000 | | | | 841,960 | |
State Street Corp. | | | 13,000 | | | | 841,750 | |
T. Rowe Price Group, Inc. | | | 24,000 | | | | 1,132,560 | |
The Goldman Sachs Group, Inc. | | | 5,000 | | | | 1,033,150 | |
Wachovia Corp. | | | 16,000 | | | | 880,800 | |
Wilmington Trust Corp. | | | 15,000 | | | | 632,550 | |
| | | | | | | | |
| | | | | | | 10,155,323 | |
| | | | | | | | |
Common Stocks, continued
| | | | | | | | |
| | Shares or | | | | |
| | Principal | | | | |
Security Description | | Amount($) | | | Value ($) | |
Health Care (13.6%) | | | | | | | | |
Amgen, Inc.(a) | | | 10,000 | | | | 558,800 | |
C.R. Bard, Inc. | | | 6,000 | | | | 477,060 | |
Dentsply International, Inc. | | | 15,000 | | | | 491,250 | |
GlaxoSmithKline PLC, ADR | | | 15,000 | | | | 828,900 | |
Johnson & Johnson, Inc. | | | 17,000 | | | | 1,024,420 | |
Medtronic, Inc. | | | 20,000 | | | | 981,200 | |
Mylan Laboratories, Inc. | | | 20,000 | | | | 422,800 | |
Novartis AG, ADR | | | 15,000 | | | | 819,450 | |
Teva Pharmaceutical Ltd., ADR | | | 15,000 | | | | 561,450 | |
UnitedHealth Group, Inc. | | | 12,000 | | | | 635,640 | |
| | | | | | | |
| | | | | | | 6,800,970 | |
| | | | | | | |
Technology (12.1%) | | | | | | | | |
3M Co. | | | 12,000 | | | | 917,160 | |
Adobe Systems, Inc.(a) | | | 10,000 | | | | 417,000 | |
Automatic Data Processing, Inc. | | | 12,000 | | | | 580,800 | |
Cisco Systems, Inc.(a) | | | 25,000 | | | | 638,250 | |
Dell, Inc.(a) | | | 10,000 | | | | 232,100 | |
EMC Corp.(a) | | | 50,000 | | | | 692,500 | |
Intel Corp. | | | 16,000 | | | | 306,080 | |
International Business Machines Corp. | | | 5,000 | | | | 471,300 | |
Microsoft Corp. | | | 30,000 | | | | 836,100 | |
SAP AG, ADR | | | 10,000 | | | | 446,500 | |
Texas Instruments, Inc. | | | 16,000 | | | | 481,600 | |
| | | | | | | |
| | | | | | | 6,019,390 | |
| | | | | | | |
Transportation (2.7%) | | | | | | | | |
Expeditors International of Washington, Inc. | | | 10,000 | | | | 413,200 | |
United Parcel Service, Inc., Class B | | | 13,000 | | | | 911,300 | |
| | | | | | | |
| | | | | | | 1,324,500 | |
| | | | | | | |
TOTAL COMMON STOCKS (Cost $39,149,943) | | | | | | | 48,753,953 | |
| | | | | | | |
| | | | | | | | |
Investment Company (3.7%) | | | | | | | | |
Fifth Third Institutional Government Money Market Fund, Institutional Class (Cost $1,861,158) | | | 1,861,158 | | | | 1,861,158 | |
| | | | | | | |
TOTAL INVESTMENTS | | | | | | | | |
(Cost $41,011,101) — 101.5% | | | | | | | 50,615,111 | |
liabilities in excess of other assets — (1.5)% | | | | | | | (742,411 | ) |
| | | | | | | |
NET ASSETS — 100.0% | | | | | | $ | 49,872,700 | |
| | | | | | | |
| | |
(a) | | Non-income producing security |
|
ADR | | American Depository Receipt |
|
PLC | | Public Limited Co. |
See Notes to Financial Statements
33
| | |
Financial Statements | | Walden Social Equity Fund |
Statement of Assets and Liabilities
March 31, 2007
| | | | | | | | |
Assets: | | | | | | | | |
Investments, at value (cost $41,011,101) | | | | | | $ | 50,615,111 | |
Interest and dividends receivable | | | | | | | 71,118 | |
Receivable for capital shares issued | | | | | | | 401,814 | |
Receivable for investments sold | | | | | | | 519,872 | |
Prepaid expenses and other assets | | | | | | | 3,424 | |
| | | | | | | |
Total Assets | | | | | | | 51,611,339 | |
| | | | | | | | |
Liabilities: | | | | | | | | |
Payable for investments purchased | | | 1,642,306 | | | | | |
Payable for capital shares redeemed | | | 67,207 | | | | | |
Accrued expenses and other liabilities: | | | | | | | | |
Investment adviser | | | 10,128 | | | | | |
Chief compliance officer | | | 353 | | | | | |
Administration | | | 1,022 | | | | | |
Custodian | | | 2,040 | | | | | |
Transfer agent | | | 408 | | | | | |
Trustee | | | 299 | | | | | |
Other | | | 14,876 | | | | | |
| | | | | | | |
Total Liabilities | | | | | | | 1,738,639 | |
| | | | | | | |
| | | | | | | | |
Net Assets | | | | | | $ | 49,872,700 | |
| | | | | | | |
| | | | | | | | |
Composition of Net Assets: | | | | | | | | |
Capital | | | | | | $ | 39,882,377 | |
Accumulated net investment income | | | | | | | 100,480 | |
Accumulated net realized gains from investment transactions | | | | | | | 285,833 | |
Unrealized appreciation from investments | | | | | | | 9,604,010 | |
| | | | | | | |
Net Assets | | | | | | $ | 49,872,700 | |
| | | | | | | |
Shares outstanding (par value $0.001, unlimited number of shares authorized) | | | | | | | 4,051,710 | |
| | | | | | | |
Net Asset Value, Offering Price and Redemption Price per share | | | | | | $ | 12.31 | |
| | | | | | | |
Statement of Operations
For the year ended March 31, 2007
| | | | | | | | |
Investment Income: | | | | | | | | |
Dividends | | | | | | $ | 821,249 | |
| | | | | | | |
Total Investment Income | | | | | | | 821,249 | |
| | | | | | | |
| | | | | | | | |
Expenses: | | | | | | | | |
Investment adviser | | | 365,634 | | | | | |
Accounting | | | 2,211 | | | | | |
Administration | | | 97,503 | | | | | |
Trustee | | | 6,192 | | | | | |
Custodian | | | 12,848 | | | | | |
Transfer agency | | | 27,343 | | | | | |
Chief compliance officer | | | 4,312 | | | | | |
Other | | | 42,676 | | | | | |
| | | | | | | |
Total expenses before fee reductions | | | | | | | 558,719 | |
Fees voluntarily reduced by the administrator | | | | | | | (25,514 | ) |
Fees contractually reduced by the investment adviser | | | | | | | (45,669 | ) |
| | | | | | | |
Net Expenses | | | | | | | 487,536 | |
| | | | | | | |
| | | | | | | | |
Net Investment Income | | | | | | | 333,713 | |
| | | | | | | |
| | | | | | | | |
Net Realized/Unrealized Gains from Investments: | | | | | | | | |
Net realized gains from investment transactions | | | | | | | 1,543,009 | |
Change in unrealized appreciation/depreciation from investments | | | | | | | 735,704 | |
| | | | | | | |
Net realized/unrealized gains from investments | | | | | | | 2,278,713 | |
| | | | | | | |
Change in net assets from operations | | | | | | $ | 2,612,426 | |
| | | | | | | |
See Notes to Financial Statements.
34
| | |
Financial Statements | | Walden Social Equity Fund |
Statements of Changes in Net Assets
| | | | | | | | |
| | For the year ended | | | For the year ended | |
| | March 31, 2007 | | | March 31, 2006 | |
Investment Activities: | | | | | | | | |
Operations: | | | | | | | | |
Net investment income | | $ | 333,713 | | | $ | 323,126 | |
Net realized gains from investment transactions | | | 1,543,009 | | | | 2,139,362 | |
Change in unrealized appreciation/depreciation from investments | | | 735,704 | | | | 825,552 | |
| | | | | | |
Change in net assets from operations | | | 2,612,426 | | | | 3,288,040 | |
| | | | | | |
| | | | | | | | |
Dividends: | | | | | | | | |
Net investment income | | | (337,003 | ) | | | (308,366 | ) |
Net realized gains from investment transactions | | | (1,508,255 | ) | | | — | |
| | | | | | |
Change in net assets from shareholder dividends | | | (1,845,258 | ) | | | (308,366 | ) |
| | | | | | |
| | | | | | | | |
Capital Share Transactions: | | | | | | | | |
Proceeds from shares issued | | | 6,458,508 | | | | 4,482,497 | |
Dividends reinvested | | | 1,806,032 | | | | 280,077 | |
Cost of shares redeemed | | | (7,870,614 | ) | | | (4,317,702 | ) |
| | | | | | |
Change in net assets from capital share transactions | | | 393,926 | | | | 444,872 | |
| | | | | | |
Change in net assets | | | 1,161,094 | | | | 3,424,546 | |
| | | | | | | | |
Net Assets: | | | | | | | | |
Beginning of year | | | 48,711,606 | | | | 45,287,060 | |
| | | | | | |
End of year | | $ | 49,872,700 | | | $ | 48,711,606 | |
| | | | | | |
| | | | | | | | |
Share Transactions: | | | | | | | | |
Issued | | | 522,098 | | | | 384,908 | |
Reinvested | | | 146,951 | | | | 23,635 | |
Redeemed | | | (644,853 | ) | | | (373,305 | ) |
| | | | | | |
Change in shares | | | 24,196 | | | | 35,238 | |
| | | | | | |
| | | | | | | | |
Accumulated net investment income | | $ | 100,480 | | | $ | 103,770 | |
| | | | | | |
See Notes to Financial Statements
35
| | |
Financial Statements | | Walden Social Equity Fund |
Financial Highlights
Selected data for a share outstanding throughout the years indicated.
| | | | | | | | | | | | | | | | | | | | |
| | For the year | | | For the year | | | For the year | | | For the year | | | For the year | |
| | ended | | | ended | | | ended | | | ended | | | ended | |
| | March 31, | | | March 31, | | | March 31, | | | March 31, | | | March 31, | |
| | 2007 | | | 2006 | | | 2005 | | | 2004 | | | 2003 | |
Net Asset Value, Beginning of Year | | $ | 12.09 | | | $ | 11.34 | | | $ | 10.85 | | | $ | 8.24 | | | $ | 10.26 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Investment Activities: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.07 | | | | 0.09 | | | | 0.08 | | | | 0.04 | | | | 0.04 | |
Net realized and unrealized gains (losses) from investments | | | 0.61 | | | | 0.74 | | | | 0.48 | | | | 2.61 | | | | (2.02 | ) |
| | | | | | | | | | | | | | | |
Total from investment activities | | | 0.68 | | | | 0.83 | | | | 0.56 | | | | 2.65 | | | | (1.98 | ) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dividends: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.08 | ) | | | (0.08 | ) | | | (0.07 | ) | | | (0.04 | ) | | | (0.04 | ) |
Net realized gains from investments | | | (0.38 | ) | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | |
Total Dividends | | | (0.46 | ) | | | (0.08 | ) | | | (0.07 | ) | | | (0.04 | ) | | | (0.04 | ) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net Asset Value, End of Year | | $ | 12.31 | | | $ | 12.09 | | | $ | 11.34 | | | $ | 10.85 | | | $ | 8.24 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total Return | | | 5.62 | % | | | 7.32 | % | | | 5.18 | % | | | 32.14 | % | | | (19.34 | )% |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Net Assets at end of period (000’s) | | $ | 49,873 | | | $ | 48,712 | | | $ | 45,287 | | | $ | 40,446 | | | $ | 26,450 | |
Ratio of net expenses to average net assets | | | 1.00 | % | | | 1.00 | % | | | 1.00 | % | | | 1.00 | % | | | 1.00 | % |
Ratio of net investment income to average net assets | | | 0.68 | % | | | 0.70 | % | | | 0.75 | % | | | 0.45 | % | | | 0.48 | % |
Ratio of expenses to average net assets (a) | | | 1.15 | % | | | 1.12 | % | | | 1.15 | % | | | 1.16 | % | | | 1.18 | % |
Portfolio turnover | | | 25.50 | % | | | 29.11 | % | | | 15.89 | % | | | 22.33 | % | | | 16.10 | % |
| | |
(a) | | During the period, certain fees were reduced and total fund expenses are capped at 1.00%. If such expense caps had not been in place, the ratio would have been as indicated. |
See Notes to Financial Statements
36
| | |
Notes to Financial Statements | | March 31, 2007 |
1. | | Organization: |
|
| | The Coventry Group (the “Group”) was organized on January 8, 1992 as a Massachusetts business trust, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Group contains the following Boston Trust Funds and Walden Funds (individually a “Fund,” collectively the “Funds”): |
| | |
Fund | | Short name |
Boston Trust Balanced Fund | | Balanced Fund |
Boston Trust Equity Fund | | Equity Fund |
Boston Trust Small Cap Fund | | Small Cap Fund |
Walden Social Balanced Fund | | Social Balanced Fund |
Walden Social Equity Fund | | Social Equity Fund |
| | Financial statements for all other series of the Group are published separately. |
|
| | Under the Group’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Group. In addition, in the normal course of business, the Group may enter into contracts with their vendors and others that provide for general indemnifications. Each Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect that risk of loss to be remote. |
|
2. | | Significant Accounting Policies: |
|
| | The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements. The policies are in conformity with generally accepted accounting principles (“GAAP”) in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that may affect the reported amounts of income and expenses for the period. Actual results could differ from those estimates. |
|
| | Security Valuation: |
|
| | The value of each equity security is based either on the last sale price on a national securities exchange, or in the absence of recorded sales, at the closing bid prices on such exchanges, or at the quoted bid price in the over-the-counter market. Equity securities traded on the NASDAQ stock market are valued at the NASDAQ official closing price. Securities or other assets for which market quotations are not readily available (e.g ., an approved pricing service does not provide a price, a furnished price is in error, certain stale prices, or an event occurs that materially affects the furnished price) are valued at fair value as determined in good faith by or at the direction of the Group’s Board of Trustees. |
|
| | Bonds and other fixed income securities (other than short-term obligations but including listed issues) are valued on the basis of valuations furnished by a pricing service, the use of which has been approved by the Group’s Board of Trustees. In making such valuations, the pricing service utilizes both dealer-supplied valuations and electronic data processing techniques which take into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, and trading characteristics other than market data and without exclusive reliance upon quoted prices or exchanges or over-the-counter prices, since such valuations are believed to reflect more accurately the fair value of such securities. All debt portfolio securities with a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Under the amortized cost method, discount or premium, if any, is accreted or amortized, respectively, on a constant (straight-line) basis to the maturity of the security. |
|
| | New Accounting Pronouncements: |
|
| | On July 13, 2006 the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 (“FIN 48”), “Accounting for the Uncertainty of Income Taxes”. FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Funds’ tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be booked as a tax expense in the current year and recognized as: a liability for unrecognized tax benefits; a reduction of an income tax refund receivable; a reduction of deferred tax asset; an increase in deferred tax liability; or a combination thereof. Adoption of FIN 48 is required no later than the last business day of the first financial statement reporting period for fiscal years beginning after December 15, 2006. At this time, management is evaluating the implications of FIN 48 and its impact on the Funds’ financial statements has not yet been determined. |
|
| | In September 2006, the FASB issued Statement on Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements.” This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current accounting principles generally accepted in the United States of America from the application of this Statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As of March 31, 2007, the Funds do not believe the adoption of SFAS No. 157 will impact the financial statement amounts; however, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements on changes in net assets. |
|
| | Security Transactions and Related Income: |
|
| | Changes in holdings of portfolio securities shall be reflected no later than in the first calculation on the first business day following the trade date. However, for financial reporting purposes, portfolio security transactions are reported on trade date. Interest income is recognized on the accrual basis and includes, where applicable, the amortization of premium or discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds. |
|
| | Expenses: |
|
| | Expenses directly attributable to a Fund are charged directly to the Fund. Expenses relating to the Group are allocated proportionately to each Fund within the Group according to the relative net assets of each Fund or on another reasonable basis. |
Continued
37
| | |
Notes to Financial Statements | | March 31, 2007 |
| | Dividends to Shareholders: |
|
| | Dividends from net investment income, if any, are declared and paid annually by the Funds. Dividends from net realized gains, if any, are declared and distributed at least annually by the Funds. |
|
| | The amounts of dividends from net investment income and of distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. To the extent dividends exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. |
|
| | Federal Income Taxes: |
|
| | Each Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in Subchapter M of the Internal Revenue Code, and to make distributions from net investment income and from net realized capital gains sufficient to relieve it from all, or substantially all, federal income and excise taxes. |
|
3. | | Related Party Transactions: |
|
| | Investment Adviser: |
|
| | The Funds and Boston Trust Investment Management, Inc. (the “Adviser”) are parties to an Investment Advisory Agreement under which the Adviser is entitled to receive an annual fee, computed daily and paid monthly, equal to the average daily net assets of each Fund, at the following annual percentage rates before contractual waivers (see below): |
| | | | |
Fund | | Fee Rate |
Balanced Fund | | | 0.75 | % |
Equity Fund | | | 0.75 | |
Small Cap Fund | | | 0.75 | |
Social Balanced Fund | | | 0.75 | |
Social Equity Fund | | | 0.75 | |
| | Administration: |
|
| | BISYS Fund Services Ohio, Inc. (“BISYS Ohio”), who serves the Funds as administrator, is a wholly owned subsidiary of The BISYS Group, Inc., with whom certain officers and trustees of the Group are affiliated. Such persons are paid no fees directly by the Funds for serving as officers and trustees of the Group. Under the terms of the administration agreement, BISYS Ohio receives an annual fee before voluntary fee reductions, computed daily and paid monthly, based on the average daily net assets of the Fund, at an annual rate of 0.20%. Certain officers and trustees of the Group are also employees of the Administrator and are paid no fees directly by the Funds for serving as officers of the Group. |
|
| | Under a Compliance Services Agreement between the Funds and BISYS Ohio (the “CCO Agreement”), BISYS Ohio makes an employee available to serve as the Funds’ Chief Compliance Officer (the “CCO”). Under the CCO Agreement, BISYS Ohio also provides infrastructure and support in implementing the written policies and procedures comprising the Funds’ compliance program, including support services to the CCO. For the services provided under the CCO Agreement, the Funds paid BISYS Ohio $27,197 for the year ended March 31, 2007, plus certain out of pocket expenses. BISYS Ohio pays the salary and other compensation earned by any such individuals as employees of BISYS Ohio. |
|
| | Distribution: |
|
| | BISYS Fund Services Limited Partnership, a wholly owned subsidiary of The BISYS Group, Inc., serves as the Funds’ distribution agent . |
|
| | Custodian, Transfer Agency, and Fund Accounting: |
|
| | Boston Trust & Investment Management Company acts as the Funds’ custodian and transfer agent. Under the custody agreement, Boston Trust & Investment Management Company receives an annual fee computed daily and paid monthly based on the average daily net assets. Boston Trust & Investment Management Company receives a fixed fee accrued daily and paid monthly for its services as the transfer agent. BISYS Ohio provides fund accounting services for the Funds. For these services to the Funds, BISYS Ohio receives an annual fee accrued daily and paid monthly. |
|
| | Fee Reductions: |
|
| | The Adviser has agreed to reduce its fees payable by the Funds to the extent necessary to limit the Funds’ aggregate annual operating expenses to 1.00% (1.25% for the Boston Trust Small Cap Fund) of the average daily net assets. Any such reductions made by the Adviser in its fees or payments or reimbursement of expenses which are the Funds’ obligation may be subject to repayment by the Funds within three years provided the Funds are able to effect such repayment and remain in compliance with applicable limitations. Pursuant to its agreement, for the year ended March 31, 2007, the Adviser reimbursed fees in the amount of $19,700, $28,636, $19,675, $34,656 and $45,669 for the Boston Trust Balanced Fund, Boston Trust Equity Fund, Boston Trust Small Cap Fund, Social Balanced Fund and Social Equity Fund, respectively. As of March 31, 2007, the Adviser may recoup $118,002, $90,211, $25,723, $115,105 and $118,804, respectively, from the Funds as follows: |
| | | | | | | | |
Fund | | Amount | | Expires |
Balanced Fund | | $ | 56,474 | | | | 2008 | |
| | | 41,828 | | | | 2009 | |
| | | 19,700 | | | | 2010 | |
Equity Fund | | | 34,643 | | | | 2008 | |
| | | 26,932 | | | | 2009 | |
| | | 28,636 | | | | 2010 | |
Small Cap Fund | | | 6,048 | | | | 2009 | |
| | | 19,675 | | | | 2010 | |
Social Balanced Fund | | | 42,393 | | | | 2008 | |
| | | 38,056 | | | | 2009 | |
| | | 34,656 | | | | 2010 | |
Social Equity Fund | | | 40,986 | | | | 2008 | |
| | | 32,149 | | | | 2009 | |
| | | 45,669 | | | | 2010 | |
| | BISYS Ohio has agreed to reduce its administrative fees. For the year ended March 31, 2007, BISYS Ohio voluntarily waived fees in the amount of $88,241, $28,260, $8,329 $16,685 and $25,514 for the Balanced Fund, Equity Fund, Small Cap Fund, Social Balanced Fund and Social Equity Fund, respectively. |
Continued
38
| | |
Notes to Financial Statements | | March 31, 2007 |
4. | | Purchases and Sales of Securities: |
|
| | Purchases of and proceeds from sales, excluding short-term securities and U.S. government securities, for the Funds for the year ended March 31, 2007, totaled: |
| | | | | | | | |
Fund | | Purchases | | Sales |
Balanced Fund | | $ | 57,968,448 | | | $ | 60,844,823 | |
Equity Fund | | | 18,431,494 | | | | 11,030,818 | |
Small Cap Fund | | | 9,288,296 | | | | 1,537,441 | |
Social Balanced Fund | | | 8,170,345 | | | | 9,480,171 | |
Social Equity Fund | | | 12,326,262 | | | | 14,343,326 | |
5. | | Federal Income Tax Information: |
|
| | At March 31, 2007, the cost, gross unrealized appreciation and gross unrealized depreciation on securities, for federal income tax purposes, were as follows: |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Net Unrealized |
| | | | | | Tax Unrealized | | Tax Unrealized | | Appreciation |
| | Tax Cost | | Appreciation | | (Depreciation) | | (Depreciation) |
|
Balanced Fund | | $ | 124,901,954 | | | $ | 46,368,751 | | | $ | (1,488,583 | ) | | $ | 44,880,168 | |
Equity Fund | | | 40,354,637 | | | | 19,664,435 | | | | (376,756 | ) | | | 19,287,679 | |
Small Cap Fund | | | 16,753,723 | | | | 4,286,900 | | | | (379,236 | ) | | | 3,907,664 | |
|
Social Balanced Fund | | | 25,798,724 | | | | 4,134,558 | | | | (343,988 | ) | | | 3,790,570 | |
Social Equity Fund | | | 41,045,974 | | | | 10,230,119 | | | | (660,982 | ) | | | 9,569,137 | |
|
| | The tax character of distributions paid during the fiscal year ended March 31, 2007 was as follows: |
| | | | | | | | | | | | | | | | | | | | |
| | Distributions paid from | | | | | | |
| | | | | | Net long Term | | Total Taxable | | Tax Return of | | Total Distributions |
| | Ordinary Income | | Capital Gains | | Distributions | | Capital | | Paid1 |
|
Balanced Fund | | $ | 2,331,846 | | | $ | 7,357,577 | | | $ | 9,689,423 | | | $ | — | | | $ | 9,689,423 | |
Equity Fund | | | 337,514 | | | | 1,077,222 | | | | 1,414,736 | | | | — | | | | 1,414,736 | |
Small Cap Fund | | | 28,154 | | | | 316,594 | | | | 344,748 | | | | — | | | | 344,748 | |
|
Social Balanced Fund | | | 431,437 | | | | 355,862 | | | | 787,299 | | | | — | | | | 787,299 | |
Social Equity Fund | | | 527,458 | | | | 1,317,800 | | | | 1,845,258 | | | | — | | | | 1,845,258 | |
|
| | The tax character of distributions paid during the fiscal year ended March 31, 2006 was as follows: |
| | | | | | | | | | | | | | | | | | | | |
| | Distributions paid from | | | | | | |
| | | | | | Net long Term | | Total Taxable | | Tax Return of | | Total Distributions |
| | Ordinary Income | | Capital Gains | | Distributions | | Capital | | Paid1 |
|
Balanced Fund | | $ | 3,019,048 | | | $ | 3,203,393 | | | $ | 6,222,441 | | | $ | — | | | $ | 6,222,441 | |
Equity Fund | | | 316,600 | | | | 443,122 | | | | 759,722 | | | | — | | | | 759,722 | |
Small Cap Fund | | | — | | | | — | | | | — | | | | — | | | | — | |
|
Social Balanced Fund | | | 421,652 | | | | — | | | | 421,652 | | | | — | | | | 421,652 | |
Social Equity Fund | | | 308,366 | | | | — | | | | 308,366 | | | | — | | | | 308,366 | |
|
| | As of March 31, 2007 the components of accumulated earnings on a tax basis was as follows: |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Undistributed | | | | | | Accumulated | | | | |
| | Undistributed | | long-Term Capital | | Accumulated | | Capital and Other | | Unrealized | | Total Accumulated |
| | Ordinary Income | | Gains | | Earnings | | losses | | Appreciation2 | | Earnings (Deficit) |
|
Balanced Fund | | $ | 686,183 | | | $ | 2,570,387 | | | $ | 3,256,570 | | | $ | — | | | $ | 44,880,168 | | | $ | 48,136,738 | |
Equity Fund | | | 145,787 | | | | 643,623 | | | | 789,410 | | | | — | | | | 19,287,679 | | | | 20,077,089 | |
Small Cap Fund | | | 104,158 | | | | 70,778 | | | | 174,936 | | | | — | | | | 3,907,664 | | | | 4,082,600 | |
|
Social Balanced Fund | | | 121,946 | | | | 492,932 | | | | 614,878 | | | | — | | | | 3,790,570 | | | | 4,405,448 | |
Social Equity Fund | | | 108,793 | | | | 312,394 | | | | 421,187 | | | | — | | | | 9,569,137 | | | | 9,990,324 | |
|
| | |
1 | | Total distributions paid may differ from the amount reported in the Statement of Changes in Net Assets because for tax purposes distributions are recognized when actually paid. |
|
2 | | The differences between book-basis and tax-basis unrealized appreciation is attributable primarily to: tax deferral of losses on wash sales. |
39
Report of Independent Registered Public Accounting Firm
The Board of Trustees and Shareholders of The Boston Trust Funds:
We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of the Boston Trust Funds (comprised of the Boston Trust Balanced Fund, Boston Trust Equity Fund, Boston Trust Small Cap Fund, Walden Social Balanced Fund, and Walden Social Equity Fund) (collectively, the “Funds”) as of March 31, 2007, and the related statements of operations, the statements of changes in net assets and financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The statements of changes in net assets and financial highlights presented herein for the period ended March 31, 2006 and prior were audited by other auditors. Those auditors expressed an unqualified opinion on those statements of changes in net assets and financial highlights in their report dated April 28, 2006.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2007, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Boston Trust Funds at March 31, 2007, and the results of their operations, the changes in their net assets and financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.
Columbus, Ohio
May 24, 2007
40
| | |
Supplementary Information (unaudited) | | March 31, 2007 |
Federal Income Tax Information:
During the fiscal year ended March 31, 2007, the Funds declared long-term realized gain distributions in the following amounts:
| | | | |
| | 15% Capital Gains |
Balanced Fund | | $ | 7,357,577 | |
Equity Fund | | | 1,077,222 | |
Small Cap Fund | | | 316,594 | |
Social Balanced Fund | | | 355,862 | |
Social Equity Fund | | | 1,317,800 | |
For the fiscal year ended March 31, 2007, the following percentage of the total ordinary income distributions paid by the Funds qualify for the distributions received deduction available to corporate shareholders.
| | | | |
| | Distributions Received Deduction |
Balanced Fund | | | 71 | % |
Equity Fund | | | 100 | % |
Small Cap Fund | | | 84 | % |
Social Balanced Fund | | | 65 | % |
Social Equity Fund | | | 100 | % |
For the fiscal year ended March 31, 2007, distributions paid by the Funds may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Growth Tax Relief Reconciliation Act of 2003. The Funds intend to designate the maximum amount allowable as taxed at a maximum rate of 15%. Complete information will be reported in coniunction with vour 2007 Form 1099-DIV.
| | | | |
| | Qualified Dividend Income |
Balanced Fund | | | 76 | % |
Equity Fund | | | 100 | % |
Small Cap Fund | | | 84 | % |
Social Balanced Fund | | | 72 | % |
Social Equity Fund | | | 100 | % |
Table of Shareholder Expenses:
As a shareholder of the Boston Trust Funds, you incur the following costs: ongoing costs, including management fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Boston Trust Funds and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2006 through March 31, 2007.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | | |
| | Beginning Account Value | | Ending Account Value | | Expense Paid During Period* | | Expense Ratio During Period |
| | 10/1/06 | | 3/31/07 | | 10/1/06 - 3/31/07 | | 10/1/06 - 3/31/07 |
|
Balanced Fund | | $ | 1,000.00 | | | $ | 1,058.32 | | | $ | 5.13 | | | | 1.00 | % |
Equity Fund | | | 1,000.00 | | | | 1,064.50 | | | | 5.15 | | | | 1.00 | % |
Small Cap Fund | | | 1,000.00 | | | | 1,146.70 | | | | 6.69 | | | | 1.25 | % |
|
Social Balanced Fund | | | 1,000.00 | | | | 1,036.00 | | | | 5.08 | | | | 1.00 | % |
Social Equity Fund | | | 1,000.00 | | | | 1,039.90 | | | | 5.09 | | | | 1.00 | % |
|
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on each Boston Trust Funds’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that apear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | | |
| | Beginning Account Value | | Ending Account Value | | Expense Paid During Period* | | Expense Ratio During Period |
| | 10/1/06 | | 3/31/07 | | 10/1/06 - 3/31/07 | | 10/1/06 - 3/31/07 |
|
Balanced Fund | | $ | 1,000.00 | | | $ | 1,019.95 | | | $ | 5.04 | | | | 1.00 | % |
Equity Fund | | | 1,000.00 | | | | 1,019.95 | | | | 5.04 | | | | 1.00 | % |
Small Cap Fund | | | 1,000.00 | | | | 1,018.70 | | | | 6.29 | | | | 1.25 | % |
|
Social Balanced Fund | | | 1,000.00 | | | | 1,019.95 | | | | 5.04 | | | | 1.00 | % |
Social Equity Fund | | | 1,000.00 | | | | 1,019.95 | | | | 5.04 | | | | 1.00 | % |
|
| | |
* | | Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year. |
Continued
41
| | |
Supplementary Information (unaudited) | | March 31, 2007 |
| | |
Tabular Summary of Schedules of Investments:
The Boston Trust Funds invested, as a percentage of total portfolio investments, in the following industries as of March 31, 2007.
Boston Trust Balanced Fund
| | | | |
| | Percentage of |
Security Allocation | | Total Portfolio |
for the Schedule of Investments | | Investments |
|
U.S . Government Obligations | | | 23.4 | % |
Corporate Bonds | | | 1.1 | % |
Financial Services | | | 13.9 | % |
Health Care | | | 10.9 | % |
Consumer Staples | | | 8.2 | % |
Technology | | | 7.1 | % |
Consumer Cyclicals | | | 6.0 | % |
Energy | | �� | 7.7 | % |
Investment Companies | | | 2.5 | % |
Basic Materials | | | 4.7 | % |
Capital Goods | | | 5.3 | % |
Producer Products | | | 1.8 | % |
Consumer Products | | | 3.8 | % |
Transportation | | | 2.0 | % |
Communication Services | | | 1.6 | % |
|
Total | | | 100.0 | % |
|
Boston Trust Equity Fund
| | | | |
Security Allocation | | Percentage of |
for the Schedule of | | Total Portfolio |
Investments | | Investments |
|
Financial Services | | | 18.0 | % |
Health Care | | | 13.9 | % |
Consumer Staples | | | 9.4 | % |
Technology | | | 10.1 | % |
Energy | | | 9.4 | % |
Basic Materials | | | 6.1 | % |
Consumer Cyclicals | | | 10.2 | % |
Capital Goods | | | 7.0 | % |
Producer Products | | | 2.6 | % |
Consumer Products | | | 6.2 | % |
Communication Services | | | 2.8 | % |
Investment Companies | | | 1.0 | % |
Transportation | | | 3.3 | % |
|
Total | | | 100.0 | % |
|
Boston Trust Small Cap Fund
| | | | |
| | Percentage of |
Security Allocation | | Total Portfolio |
for the Schedule of Investments | | Investments |
|
Technology | | | 14.7 | % |
Financial Services | | | 13.5 | % |
Health Care | | | 15.7 | % |
Consumer Products | | | 4.9 | % |
Industrial Materials | | | 5.5 | % |
Energy | | | 5.7 | % |
Investment Companies | | | 4.3 | % |
Utilities | | | 6.5 | % |
Consumer Discretionary | | | 14.2 | % |
Industrial Products & Sercives | | | 15.0 | % |
|
Total | | | 100.0 | % |
|
The Boston Trust (Walden) Funds invested, as a percentage of total portfolio investments, in the following industries as of March 31, 2007.
Walden Social Balanced Fund
| | | | |
| | Percentage of |
Security Allocation | | Total Portfolio |
for the Schedule of Investments | | Investments |
|
U.S . Government Obligations | | | 24.0 | % |
Health Care | | | 11.7 | % |
Financial Services | | | 14.6 | % |
Technology | | | 10.3 | % |
Consumer Staples | | | 7.1 | % |
Basic Materials | | | 5.6 | % |
Consumer Cyclicals | | | 8.1 | % |
Investment Companies | | | 1.3 | % |
Energy | | | 6.2 | % |
Communication Services | | | 1.9 | % |
Capital Goods | | | 3.8 | % |
Transportation | | | 3.2 | % |
Consumer Products | | | 1.1 | % |
Certificates of Deposit | | | 1.1 | % |
|
Total | | | 100.0 | % |
|
Walden Social Equity Fund
| | | | |
| | Percentage of |
Security Allocation | | Total Portfolio |
for the Schedule of Investments | | Investments |
|
Financial Services | | | 20.1 | % |
Health Care | | | 13.4 | % |
Technology | | | 11.9 | % |
Consumer Staples | | | 16.3 | % |
Consumer Cyclicals | | | 9.2 | % |
Energy | | | 7.7 | % |
Basic Materials | | | 5.5 | % |
Investment Companies | | | 3.7 | % |
Transportation | | | 2.6 | % |
Capital Goods | | | 4.1 | % |
Communication Services | | | 4.2 | % |
Consumer Products | | | 1.3 | % |
|
Total | | | 100.0 | % |
|
Other Information:
A description of the policies and procedures that the Funds’ use to determine how to vote proxies related to portfolio securities is available (I) without charge, upon request, by calling 1-800-282-8782 ext. 7050 and (ii) on the Securities and Exchange Commission’s web-site at http://www.sec.gov.
Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request, by calling 1-800-282-8782 ext. 7050 and (ii) on the Commission’s website at http://www.sec.gov.
The Funds file complete schedules of portfolio holdings for each Fund with the Securities and Exchange Commission (the “Commission”) for the first and third quarters of each fiscal year of Form N-Q. The Funds’ Forms N-Q are available on the Commission’s website at http://www.sec.gov. The Funds’ Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330; and the Funds make the information on Form N-Q available upon request without charge.
Continued
42
| | |
Supplementary Information (unaudited) | | March 31, 2007 |
| | |
The annual consideration by the board of trustees of the continuation of the investment advisory agreement between boston trust investment management, inc. (The “adviser”) and boston trust balanced fund, boston trust equity fund, boston trust small cap fund, walden social balanced fund and walden social equity fund (the “funds”)
Section 15 of the Investment Company Act of 1940 (the “1940 Act”) requires that the Investment Advisory Agreement with the Adviser be renewed annually by the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Funds or of the Adviser (“Independent Trustees”). It is the duty of the Board of Trustees to request as much information as is reasonably necessary to evaluate the terms of the Investment Advisory Agreement and determine whether its continuance is fair to the Funds and their shareholders. The Board of Trustees considered the continuation of the Investment Advisory Agreement at an in-person meeting held on February 14, 2007. The Board of Trustees requested, and the Adviser provided, information and data relating to: (i) the investment performance of the Funds and the Adviser; (ii) the nature, extent and quality of the services provided by the Adviser to the Funds; (iii) the cost of the services to be provided and the profits to be realized by the Adviser and its affiliates from the relationship with the Funds; (iv) the extent to which economies of scale will be realized as the Funds grow; (v) whether the fee levels reflect these economies of scale to the benefit of Fund shareholders; (vi). the advisory fees paid by other comparable funds advised by the Adviser or by a different investment adviser; (vii) the Funds’ expense ratios and the expense ratios of similar funds; and (ix) the effect of any fee waivers and expense reimbursements made by the Adviser.
At the meeting on February 14, 2007, the Board of Trustees engaged in a thorough review process to determine whether to continue the Investment Advisory Agreement. The Board met directly with representatives of the Adviser and reviewed with them the information and data listed above. As part of its deliberations, the Board also considered and relied upon the information about the Funds and the Adviser that it had received throughout the year as part of its ongoing oversight of the Funds and their operations. The Board reviewed the performance of the Funds from inception through December 31, 2006, comparing the performance to various indices and, in the case of the Boston Trust Balanced Fund and the Walden Social Balanced Fund, a composite return comprised of stocks, bond and money market instruments. The Board noted that the Funds generally underperformed the indices, although the Boston Trust Balanced Fund outperformed the composite. The Adviser discussed the reasons for the underperformance, explaining in particular that the strategy of the Funds is to buy high quality stocks, and that high quality stocks generally underperformed low quality stocks in 2006. The Board reviewed with the Adviser efforts that the Adviser has undertaken to address the performance results in order to achieve more consistently favorable results. The Board requested that it be kept apprised of these efforts. The Board also took note of the relationship between the Adviser and the Funds and the efforts that have been undertaken by the Adviser to foster the growth and development of the Funds, as well as plans for the continued growth of each Fund.
Turning to the level of the advisory fees paid by the Funds, the Board reviewed a comparative analysis of advisory fees and expense ratios based on publicly available data for comparable funds. The Board noted that, with the exception of the Boston Trust Balanced Fund and the Walden Social Balanced Fund, the advisory fee for each Fund, both before and after expense waivers and/or reimbursements, compares favorably with the industry average for comparable funds. The advisory fee for the Walden Social Balanced Fund compares favorably after expense waivers and/or reimbursements, while the fee paid by the Boston Trust Balanced Fund is slightly above the industry average. The Board also noted that the total operating expenses for each of the Funds, with the exception of the Boston Trust Small Cap Fund, are lower than the industry average both before and after expense waivers and/or reimbursements. The total operating expenses for the Boston Trust Small Cap Value Fund is lower after expense waivers and/or reimbursements. The Board noted that the Adviser would consider advisory fee breakpoints in the future, but did not think that current economics made fee breakpoints possible at this time.
The Board gave careful consideration to the range of investment advisory services provided by the Adviser to the Funds and the level and quality of these services. The Board reviewed the Adviser’s organizational structure, the Adviser’s investment philosophy and portfolio construction process, its fixed income approach and its brokerage policies. The Board noted the experience and the capabilities of the Adviser’s personnel, as well as the quality of the reports and other materials received from the Adviser. In addition, with respect to the Walden Social Balanced Fund and the Walden Social Equity Fund, the Board reviewed and discussed with representatives of the Adviser the manner in which the Adviser utilizes the services of its affiliate, Walden Asset Management, to assist the Adviser with the implementation of the socially responsible investment guidelines that it employs in connection with these two Funds. Such services include shareholder advocacy, proxy voting and other social initiatives. The Board also reviewed the manner in which the Adviser compensates its affiliate from its own resources for such services. Further, the Board considered the use of Boston Trust & Investment Management Company as custodian for the Funds and the benefit to the Funds and the Adviser resulting from such use.
The Board then reviewed financial information concerning the cost to the Adviser of providing services to the Funds and the overall profitability to the Adviser of its relationship with the Funds. The Board noted that the Adviser’s relationship with the Funds was profitable even though it is operating under an Expense Limitation Agreement.
Continued
43
| | |
Supplementary Information (unaudited) | | March 31, 2007 |
| | |
In reaching its conclusions with respect to the continuation of the Investment Advisory Agreement, the Board of Trustees did not identify any single controlling factor. Rather, the Board noted that a combination of factors influenced their decision-making process. The Board did, however, identify the commitment of the Adviser to the successful operation of the Funds and the level of Fund expenses as being important elements of their consideration. The Board took notice of the fact that the Adviser has maintained an Expense Limitation Agreement with respect to each of the Funds since the inception of each Fund pursuant to which total operating expenses for each of the Funds is limited to 1.00% of each respective Fund’s average daily net assets, which the Board noted benefits shareholders in each of the Funds. The Trustees took further notice of the fact that the Adviser has undertaken to continue the Expense Limitation Agreement and maintain fees at 1.00% of average daily nets assets for each of the Funds for the current fiscal year. Based upon their review and consideration of these factors and other matters deemed relevant by the Board in reaching an informed business judgment, a majority of the Board of Trustees, including a majority of the Independent Trustees, concluded that the terms of the Investment Advisory Agreement are fair and reasonable and the Board voted to renew the Investment Advisory Agreement for an additional one-year period.
44
| | |
Information about Trustees and Officers (unaudited) | | March 31, 2007 |
| | |
Overall responsibility for management of the Funds rests with the Board of Trustees. The names of the Trustees and Officers of the Funds, their addresses, ages and principal occupations during the past five years are provided in the tables below. Trustees who are deemed “interested persons,” as defined in the Investment Company Act of 1940, are included in the table titled, “Interested Trustees.” Trustees who are not interested persons are referred to as Independent Trustees. The Funds’ Statement of Additional Information includes additional information about the Fund’s Trustees and is available, without charge and upon request, by calling 1-877-942-8434.
| | | | | | | | | | |
| | | | | | | | Number of Funds | | Other |
| | Positions(s) | | Term of Office** | | | | in Fund Complex | | Directorships |
Name, Address | | Held with | | and length of | | Principal Occupation(s) | | Overseen by | | Held by |
Age | | the Funds | | Time Served | | During Past Five Years | | Trustee | | Trustee |
|
INTERESTED TRUSTEES* |
|
Walter B. Grimm | | Trustee | | Since 1996 | | Co-Owner, Leigh Investments, Inc. (Real Estate), | | 12 | | American Performance |
3435 Stelzer Road | | | | | | 1/06 to present; Employee of BISYS Fund Services, | | | | Funds; Legacy Funds |
Columbus, Ohio 43219 | | | | | | 6/92 to 9/05 | | | | Group; Performance |
Age: 61 | | | | | | | | | | Funds Trust; The |
| | | | | | | | | | Coventry Funds Trust |
| | | | | | | | | | |
|
INDEPENDENT TRUSTEES |
|
Maurice G. Stark | | Trustee | | Since 1992 | | Consultant, (part-time) Battelle Memorial Institute, | | 12 | | The Coventry Funds |
3435 Stelzer Road | | | | | | 1/95 to present. | | | | Trust |
Columbus, Ohio 43219 | | | | | | | | | | |
Age: 71 | | | | | | | | | | |
| | | | | | | | | | |
Michael M. Van Buskirk | | Trustee and | | Since 1992 | | Chief Executive Officer, Ohio Bankers Assoc. | | 12 | | The Coventry Funds |
3435 Stelzer Road | | Chairman of | | | | (industry trade association), 5/91 to present. | | | | Trust |
Columbus, Ohio 43219 | | the Board of | | | | | | | | |
Age: 60 | | Trustees | | | | | | | | |
| | | | | | | | | | |
Diane Armstrong | | Trustee | | Since 2004 | | Principal of King Dodson Armstrong Financial | | 12 | | The Coventry Funds |
3435 Stelzer Road | | | | | | Advisors, Inc., 8/03 to present; Director of Financial | | | | Trust |
Columbus, Ohio 43219 | | | | | | Planning, Hamilton Capital Management, 4/00 to | | | | |
Age: 42 | | | | | | 8/03. | | | | |
| | | | | | | | | | |
Dr. James Woodward | | Trustee | | Since 2006 | | Chancellor Emeritus, University of North Carolina | | 12 | | The Coventry Funds |
3435 Stelzer Road | | | | | | at Charlotte, 7/05 to present; Chancellor, University | | | | Trust |
Columbus, Ohio 43219 | | | | | | of North Carolina at Charlotte, 7/98 to 7/05. | | | | |
Age 67 | | | | | | | | | | |
| | | | | | | | | | |
|
OFFICERS WHO ARE NOT TRUSTEES |
|
R. Jeffrey Young | | President | | Since 1999 | | Employee of BISYS Fund Services, 10/93 to present. | | | | |
3435 Stelzer Road | | | | | | | | | | |
Columbus, OH 43219 | | | | | | | | | | |
Age 42 | | | | | | | | | | |
| | | | | | | | | | |
Linda A. Durkin | | Treasurer | | Since 2006 | | Employee of BISYS Fund Services, 9/06 to present; | | | | |
3435 Stelzer Road | | | | | | employee of Investors Bank and Trust, 2/06 to | | | | |
Columbus, Ohio 43219 | | | | | | 9/06; employee of RR Donnelley, 6/03 to 1/06; Vice | | | | |
Age: 46 | | | | | | President - Director of Fund Administration at | | | | |
| | | | | | Mercantile-Safe Deposit and Trust Co., 5/93 to 6/02. | | | | |
| | | | | | | | | | |
Timothy Bresnahan*** | | Secretary | | Since 2005 | | From February 2005 to present, employee of BISYS | | | | |
3435 Stelzer Road | | | | | | Fund Services; from March 2004 to February 2005, | | | | |
Columbus, Ohio 43219 | | | | | | Associate of the law firm of Greenberg Traurig; | | | | |
Age: 37 | | | | | | P.A. from October to March 2004, Legal Product | | | | |
| | | | | | Specialist, Deutsche Bank Asset Management, Inc.; | | | | |
| | | | | | from September, 2001 to February, 2003, Associate | | | | |
| | | | | | of the law firm Goodwin Procter, L.L.P. | | | | |
| | | | | | | | | | |
Eric B. Phipps | | Chief Compliance | | Since 2006 | | Employee of BISYS Fund Services, 6/06 to present; | | | | |
3435 Stelzer Road | | Officer | | | | employee of the United States Security and | | | | |
Columbus, Ohio 43219 | | | | | | Exchange Commission, 10/04 to 5/06; employee | | | | |
Age: 35 | | | | | | for BISYS Fund Services as Director in Compliance | | | | |
| | | | | | Services, 12/95 to 10/04. | | | | |
| | |
* | | Mr. Grimm is considered to be an “interested person” of the Funds as defined in the Investment Company Act of 1940 due to his previous employment with BISYS Fund Services, the Funds’ distributor and administrator. |
|
** | | Trustees hold their position with the Funds until their resignation or removal. Officers hold their positions with the Funds until a successor has been duly elected and qualified. |
|
*** | | Curtis Barnes was elected Secretary on May 11, 2007 following the resignation of Timothy Bresnahan. |
45
Investment Adviser
Boston Trust Investment Management, Inc.
One Beacon Street
Boston, MA 02108
Custodian and Transfer Agent
Boston Trust & Investment Management Company
One Beacon Street
Boston, MA 02108
Administrator
BISYS Fund Services Ohio, Inc.
3435 Stelzer Road
Columbus, OH 43219
Distributor
BISYS Fund Services Limited Partnership
3435 Stelzer Road
Columbus, OH 43219
Independent Registered Public Accounting Firm
Ernst & Young, LLP
1100 Huntington Center
41 South High Street
Columbus, Ohio 43215
legal Counsel
Thompson Hine LLP
10 West Broad Street, Suite 700
Columbus, OH 43215
This report is intended for the shareholders of the Fund and may not be used as sales literature unless preceded or accompanied by a current prospectus.
Past performance results shown should not be considered a representation of future performance. Share price and returns will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are dated and subject to change.
5/07
Investment Adviser
Signal Capital Management, Inc.
One Main Street
Evansville, Indiana 47708
Administrator,
Transfer Agent and Distributor
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, Ohio 43219
Custodian
Huntington National Bank
7 Easton Oval
Columbus, Ohio 43219
Counsel
Thompson Hine LLP
10 West Broad Street, Suite 700
Columbus, OH 43215
Independent Registered Public Accounting Firm
Ernst & Young LLP
1100 Huntington Center
41 South High Street
Columbus, Ohio 43215
This report is for the information of the shareholders of the Signal Funds. Its use in connection with any offering of the Funds’ shares is authorized only in case of concurrent or prior delivery of the Funds’ current prospectus.
Federal law requires the Funds, and each of its investment advisers, to adopt procedures for voting proxies (“Proxy Voting Guidelines”) and to provide a summary of those Proxy Voting Guidelines used to vote the securities held by the Funds. The Funds’ proxy voting policies and procedures are available without charge (i) upon request, by calling 800-468-0347, or (ii) on the U.S. Securities and Exchange Commission’s web site at www.sec.gov.
Statement Regarding Availability of Quarterly Portfolio Schedule.
The Signal Funds file complete schedules of portfolio holdings for each Fund with the Securities and Exchange Commission (the ‘‘Commission’’) for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the Commission’s website at http://www.sec.gov. The Funds’ Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330; and the Funds make the information on Form N-Q available upon request without charge.
Statement Regarding Availability of Proxy Voting Record.
Information regarding how the Fund voted proxies relating to portfolio securities held during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 800-468-0347, and on the Commission’s website at http://www.sec.gov.
(05/07)
Annual Report
March 31, 2007
Shares of the Funds are not deposits or obligations of, or guaranteed or endorsed by, Old National Bancorp., and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency. Shares of the Funds involve investment risk, including possible loss of principal. Past performance is not indicative of future results.
SIGNAL FUNDS
Large Cap Growth Fund
Schedule of Portfolio Investments
March 31, 2007
| | | | | | | | |
| | | | Security | | | |
Shares | | | Description | | Value ($) | |
|
| | | | Common Stocks — 97.3% | | | | |
| | | | Aerospace/Defense — 1.3% | | | | |
| 7,800 | | | United Technologies Corp. | | | 507,000 | |
| | | | | | | |
| | | | Banking — 6.7% | | | | |
| 20,000 | | | Bank of America Corp. | | | 1,020,400 | |
| 11,000 | | | U.S. Bancorp | | | 384,670 | |
| 14,200 | | | Zions Bancorp | | | 1,200,184 | |
| | | | | | | |
| | | | | | | 2,605,254 | |
| | | | | | | |
| | | | Business Services — 4.6% | | | | |
| 22,000 | | | Jacobs Engineering Group, Inc. * | | | 1,026,300 | |
| 29,000 | | | Staples, Inc. | | | 749,360 | |
| | | | | | | |
| | | | | | | 1,775,660 | |
| | | | | | | |
| | | | Communications Equipment — 5.6% | | | | |
| 47,700 | | | Cisco Systems, Inc. * | | | 1,217,781 | |
| 18,300 | | | Harris Corp. | | | 932,385 | |
| | | | | | | |
| | | | | | | 2,150,166 | |
| | | | | | | |
| | | | Computer Hardware — 1.1% | | | | |
| 4,700 | | | International Business Machines Corp. | | | 443,022 | |
| | | | | | | |
| | | | Drugs — 0.8% | | | | |
| 5,200 | | | Amgen, Inc. * | | | 290,576 | |
| | | | | | | |
| | | | Educational services — 1.1% | | | | |
| 11,500 | | | Bright Horizons Family Solutions Inc. * | | | 434,125 | |
| | | | | | | |
| | | | Electronics — 3.0% | | | | |
| 10,400 | | | Emerson Electric Co. | | | 448,136 | |
| 8,000 | | | L-3 Communications Holdings, Inc. | | | 699,760 | |
| | | | | | | |
| | | | | | | 1,147,896 | |
| | | | | | | |
| | | | Exchange Traded Funds — 0.5% | | | | |
| 5,800 | | | Health Care Select Sector SPDR | | | 195,344 | |
| | | | | | | |
| | | | Farm and garden machinery — 2.0% | | | | |
| 7,000 | | | Deere & Co. | | | 760,480 | |
| | | | | | | |
| | | | Finance — Investment Bankers and Brokers — 6.5% | | | | |
| 7,000 | | | Franklin Resources, Inc. | | | 845,810 | |
| 10,000 | | | J.P. Morgan Chase & Co. | | | 483,800 | |
| 20,000 | | | UBS AG-ADR | | | 1,188,600 | |
| | | | | | | |
| | | | | | | 2,518,210 | |
| | | | | | | |
| | | | General Merchandise — 2.0% | | | | |
| 13,200 | | | Target Corp. | | | 782,232 | |
| | | | | | | |
| | | | Healthcare — Equipment — 2.4% | | | | |
| 14,000 | | | Stryker Corp. | | | 928,480 | |
| | | | | | | |
| | | | Healthcare Services — 1.9% | | | | |
| 12,100 | | | Covance, Inc. * | | | 718,014 | |
| | | | | | | |
| | | | Household Products — 2.2% | | | | |
| 17,000 | | | Church & Dwight Co., Inc. | | | 855,950 | |
| | | | | | | |
| | | | Industrial Conglomerates — 1.1% | | | | |
| 12,000 | | | General Electric Co. | | | 424,320 | |
| | | | | | | |
| | | | Industrial Gases — 2.1% | | | | |
| 13,100 | | | Praxair, Inc. | | | 824,776 | |
| | | | | | | |
| | | | Insurance — Life — 3.7% | | | | |
| 22,500 | | | MetLife, Inc. | | | 1,420,875 | |
| | | | | | | |
| | | | Insurance-Multi-Line — 3.5% | | | | |
| 7,900 | | | American International Group, Inc. | | | 531,038 | |
| 10,000 | | | Wellpoint, Inc. * | | | 811,000 | |
| | | | | | | |
| | | | | | | 1,342,038 | |
| | | | | | | |
| | | | Machinery — Industrial — 1.9% | | | | |
| 10,400 | | | Danaher Corp. | | | 743,080 | |
| | | | | | | |
| | | | Manufacturing — Machinery — 1.2% | | | | |
| 10,000 | | | Thermo Electron Corp. * | | | 467,500 | |
| | | | | | | |
| | | | Oil & Gas — Integrated — 4.0% | | | | |
| 7,000 | | | BP PLC — ADR | | | 453,250 | |
| 14,300 | | | Exxon Mobil Corp. | | | 1,078,935 | |
| | | | | | | |
| | | | | | | 1,532,185 | |
| | | | | | | |
| | | | Oil & Gas Exploration Services — 6.7% | | | | |
| 23,000 | | | Noble Energy, Inc. | | | 1,371,950 | |
| 26,000 | | | Smith International, Inc. | | | 1,249,300 | |
| | | | | | | |
| | | | | | | 2,621,250 | |
| | | | | | | |
| | | | Personal Products — 2.7% | | | | |
| 16,600 | | | Procter & Gamble Co. | | | 1,048,456 | |
| | | | | | | |
| | | | Pharmaceuticals — 4.0% | | | | |
| 5,200 | | | Barr Laboratories, Inc. * | | | 241,020 | |
| 10,000 | | | Johnson & Johnson | | | 602,600 | |
| 12,500 | | | Novartis AG — ADR | | | 682,875 | |
| | | | | | | |
| | | | | | | 1,526,495 | |
| | | | | | | |
| | | | Prepackaged Software — 2.8% | | | | |
| 20,700 | | | Fiserv, Inc. * | | | 1,098,342 | |
| | | | | | | |
| | | | Real Estate Investment Trusts — 2.5% | | | | |
| 15,000 | | | Prologis Trust | | | 973,950 | |
| | | | | | | |
| | | | Retail — Computer/Electronics — 1.8% | | | | |
| 14,400 | | | Best Buy Co., Inc. | | | 701,568 | |
| | | | | | | |
| | | | Retail — Drugs — 1.8% | | | | |
| 15,300 | | | Walgreen Co. | | | 702,117 | |
| | | | | | | |
| | | | Retail — Home Improvement — 0.5% | | | | |
| 6,000 | | | Lowe’s Cos., Inc. | | | 188,940 | |
| | | | | | | |
| | | | Retail — Restaurants — 2.1% | | | | |
| 18,000 | | | McDonald’s Corp. | | | 810,900 | |
| | | | | | | |
| | | | Soft Drinks — 2.6% | | | | |
| 15,900 | | | PepsiCo, Inc. | | | 1,010,604 | |
| | | | | | | |
| | | | Systems Software — 3.7% | | | | |
| 27,000 | | | Microsoft Corp. | | | 752,490 | |
| 15,000 | | | SAP AG — ADR | | | 669,750 | |
| | | | | | | |
| | | | | | | 1,422,240 | |
| | | | | | | |
| | | | Transportation Services — 2.5% | | | | |
| 11,800 | | | Burlington Northern Santa Fe Corp. | | | 949,074 | |
| | | | | | | |
| | | | Utilities — Electric — 3.6% | | | | |
| 6,400 | | | Entergy Corp. | | | 671,488 | |
| 11,900 | | | FPL Group, Inc | | | 727,923 | |
| | | | | | | |
| | | | | | | 1,399,411 | |
| | | | | | | |
continued
1
SIGNAL FUNDS
Large Cap Growth Fund
Schedule of Portfolio Investments
March 31, 2007
| | | | | | | | |
| | | | Security | | | |
Shares | | | Description | | Value ($) | |
|
| | | | Wireless Equipment — 0.8% | | | | |
| 16,700 | | | Motorola, Inc. | | | 295,089 | |
| | | | | | | |
| | | | Total Common Stocks | | | | |
| | | | (cost — $28,981,357) | | | 37,615,619 | |
| | | | | | | |
| | | | | | | | |
| | | | Investment Companies — 2.7% | | | | |
| 1,045,575 | | | Huntington Money Market Fund — Trust Class | | | 1,045,575 | |
| | | | | | | |
| | | | Total Investment Companies | | | | |
| | | | (cost — $1,045,575) | | | 1,045,575 | |
| | | | | | | |
| | | | Total Investments — 100.0% | | | | |
| | | | (cost — $30,026,932) | | | 38,661,194 | |
| | | | | | | |
Percentages indicated are based on net assets of $38,642,253.
* Non-income producing securities.
ADR — American Depositary Receipt
SPDR — Standard & Poor’s Depositary Receipt
See notes to financial statements.
2
SIGNAL FUNDS
Income Fund
Schedule of Portfolio Investments
March 31, 2007
| | | | | | | | | | | | | | | | |
Shares or | | | | | | | | | | | | |
Principal | | | | | Interest | | Maturity | | | | |
Amount ($) | | | Security Description | | Rate (%) | | Date | | | Value ($) | |
|
| | | | Corporate Bonds — 24.6% | | | | | | | | | | | | |
| | | | Aerospace/Defense — 0.8% | | | | | | | | | | | | |
| 750,000 | | | General Dynamics Corp. | | | 4.50 | | | | 8/15/10 | | | | 739,667 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | Banking — 6.1% | | | | | | | | | | | | |
| 500,000 | | | Bank of America Corp. | | | 5.38 | | | | 6/15/14 | | | | 500,077 | |
| 500,000 | | | Credit Suisse First Boston USA, Inc. | | | 4.63 | | | | 1/15/08 | | | | 497,415 | |
| 105,000 | | | First Union National Bank, BKNT | | | 5.80 | | | | 12/1/08 | | | | 106,247 | |
| 300,000 | | | MBNA Bank | | | 5.38 | | | | 1/15/08 | | | | 299,985 | |
| 500,000 | | | MBNA Bank | | | 6.13 | | | | 3/1/13 | | | | 520,763 | |
| 500,000 | | | National City Corp. | | | 4.50 | | | | 3/15/10 | | | | 489,998 | |
| 750,000 | | | U.S. Bancorp | | | 3.95 | | | | 8/23/07 | | | | 745,931 | |
| 1,000,000 | | | Washington Mutual Bank | | | 5.50 | | | | 1/15/13 | | | | 997,952 | |
| 1,000,000 | | | Washington Mutual Bank | | | 5.65 | | | | 8/15/14 | | | | 994,641 | |
| 500,000 | | | Wells Fargo Co. | | | 3.50 | | | | 4/4/08 | | | | 491,503 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 5,644,512 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | Brewery — 0.5% | | | | | | | | | | | | |
| 500,000 | | | Anheuser Busch | | | 4.70 | | | | 4/15/12 | | | | 487,971 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | Department Stores — 0.8% | | | | | | | | | | | | |
| 750,000 | | | Target Corp. | | | 5.88 | | | | 3/1/12 | | | | 775,124 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | Electric & Electronic Equipment — 1.4% | | | | | | | | | | | | |
| 1,300,000 | | | General Electric Co. | | | 5.00 | | | | 2/1/13 | | | | 1,290,154 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | Financial Services — 9.9% | | | | | | | | | | | | |
| 500,000 | | | American General Finance Corp. | | | 4.00 | | | | 3/15/11 | | | | 478,455 | |
| 500,000 | | | Associates Corp. | | | 6.88 | | | | 11/15/08 | | | | 513,350 | |
| 500,000 | | | Bear Stearns Co., Inc. | | | 4.50 | | | | 10/28/10 | | | | 489,044 | |
| 500,000 | | | Boeing Capital Corp. | | | 5.80 | | | | 1/15/13 | | | | 516,178 | |
| 750,000 | | | Countrywide Financial | | | 4.25 | | | | 12/19/07 | | | | 743,434 | |
| 345,000 | | | General Electric Capital Corp., MTN | | | 6.13 | | | | 2/22/11 | | | | 357,542 | |
| 75,000 | | | Goldman Sachs Group, Inc. | | | 6.88 | | | | 1/15/11 | | | | 79,291 | |
| 500,000 | | | Goldman Sachs Group, Inc. | | | 5.70 | | | | 9/1/12 | | | | 508,736 | |
| 400,000 | | | Goldman Sachs Group, Inc. | | | 5.15 | | | | 1/15/14 | | | | 391,869 | |
| 250,000 | | | Household Finance Corp. | | | 8.00 | | | | 7/15/10 | | | | 270,993 | |
| 500,000 | | | Household Finance Corp. | | | 4.75 | | | | 7/15/13 | | | | 482,980 | |
| 20,000 | | | J.P. Morgan & Co., Inc. | | | 5.75 | | | | 10/15/08 | | | | 20,195 | |
| 155,000 | | | J.P. Morgan & Co., Inc., MTN | | | 6.00 | | | | 1/15/09 | | | | 157,088 | |
| 500,000 | | | J.P. Morgan Chase & Co. | | | 5.75 | | | | 1/2/13 | | | | 512,784 | |
| 500,000 | | | J.P. Morgan Chase & Co. | | | 5.25 | | | | 5/1/15 | | | | 495,121 | |
| 395,000 | | | J.P. Morgan Chase Bank | | | 6.13 | | | | 11/1/08 | | | | 399,599 | |
| 500,000 | | | Morgan Stanley | | | 3.63 | | | | 4/1/08 | | | | 492,034 | |
| 400,000 | | | Morgan Stanley | | | 4.25 | | | | 5/15/10 | | | | 390,774 | |
| 1,000,000 | | | Prudential Financial, Inc. | | | 4.50 | | | | 7/15/13 | | | | 962,642 | |
| 500,000 | | | SLM Corp. | | | 5.38 | | | | 1/15/13 | | | | 502,894 | |
| 500,000 | | | SLM Corp. | | | 5.38 | | | | 5/15/14 | | | | 499,996 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 9,264,999 | |
| | | | | | | | | | | | | | | |
| | | | Food Products & Services — 0.3% | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| 300,000 | | | Kraft Foods, Inc. | | | 4.00 | | | | 10/1/08 | | | | 294,445 | |
| | | | | | | | | | | | | | | |
continued
3
SIGNAL FUNDS
Income Fund
Schedule of Portfolio Investments
March 31, 2007
| | | | | | | | | | | | | | | | |
Shares or | | | | | | | | | | | | |
Principal | | | | | Interest | | Maturity | | | | |
Amount ($) | | | Security Description | | Rate (%) | | Date | | | Value ($) | |
|
| | | | Insurance — 1.0% | | | | | | | | | | | | |
| 1,000,000 | | | Everest Reinsurance Holding | | | 5.40 | | | | 10/15/14 | | | | 985,963 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | Insurance — Life — 0.5% | | | | | | | | | | | | |
| 513,000 | | | Lincoln National Corp. | | | 6.50 | | | | 3/15/08 | | | | 516,451 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | Investment Management and Advisory Services — 0.5% | | | | | | | | | | | | |
| 500,000 | | | FMR Corp. * | | | 4.75 | | | | 3/1/13 | | | | 489,099 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | Restaurants — 1.1% | | | | | | | | | | | | |
| 800,000 | | | Darden Restaurants | | | 4.88 | | | | 8/15/10 | | | | 786,756 | |
| 280,000 | | | McDonald’s Corp. | | | 6.00 | | | | 4/15/11 | | | | 288,977 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 1,075,733 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | Utilities — Electric — 1.7% | | | | | | | | | | | | |
| 950,000 | | | National Rural Utilities | | | 3.25 | | | | 10/1/07 | | | | 940,581 | |
| 200,000 | | | Tennessee Valley Authority, Series A | | | 5.63 | | | | 1/18/11 | | | | 205,262 | |
| 500,000 | | | Union Electric Co. | | | 6.75 | | | | 5/1/08 | | | | 500,639 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 1,646,482 | |
| | | | | | | | | | | | | | | |
| | | | Total Corporate Bonds (cost — $23,536,499) | | | | | | | | | | | 23,210,600 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | U.S. Government Agencies — 66.9% | | | | | | | | | | | | |
| 1,000,000 | | | Fannie Mae | | | 3.63 | | | | 7/27/07 | | | | 994,815 | |
| 1,000,000 | | | Fannie Mae | | | 4.00 | | | | 9/2/08 | | | | 987,392 | |
| 250,000 | | | Fannie Mae | | | 5.25 | | | | 1/15/09 | | | | 251,468 | |
| 500,000 | | | Fannie Mae, Callable 11/30/07 @ 100 | | | 4.00 | | | | 11/30/09 | | | | 489,574 | |
| 200,000 | | | Fannie Mae | | | 4.25 | | | | 7/28/10 | | | | 196,055 | |
| 150,000 | | | Fannie Mae | | | 6.25 | | | | 2/1/11 | | | | 157,352 | |
| 1,000,000 | | | Fannie Mae | | | 4.55 | | | | 3/9/11 | | | | 983,353 | |
| 750,000 | | | Fannie Mae | | | 5.38 | | | | 11/15/11 | | | | 766,619 | |
| 100,000 | | | Fannie Mae | | | 5.25 | | | | 8/1/12 | | | | 101,149 | |
| 1,000,000 | | | Fannie Mae | | | 4.25 | | | | 10/19/12 | | | | 993,458 | |
| 300,000 | | | Fannie Mae | | | 5.00 | | | | 4/15/13 | | | | 295,808 | |
| 500,000 | | | Fannie Mae | | | 4.63 | | | | 10/15/14 | | | | 489,984 | |
| 500,000 | | | Fannie Mae | | | 5.31 | | | | 11/3/14 | | | | 494,020 | |
| 449,473 | | | Fannie Mae | | | 5.00 | | | | 6/25/16 | | | | 441,422 | |
| 800,000 | | | Fannie Mae, Callable 4/26/10 @ 100 | | | 5.00 | | | | 4/26/17 | | | | 782,234 | |
| 771,798 | | | Fannie Mae | | | 5.67 | | | | 2/25/20 | | | | 761,975 | |
| 669,000 | | | Fannie Mae | | | 5.25 | | | | 3/11/22 | | | | 637,865 | |
| 306,000 | | | Fannie Mae | | | 5.00 | | | | 6/16/28 | | | | 280,877 | |
| 418,442 | | | Fannie Mae | | | 4.50 | | | | 6/25/33 | | | | 405,475 | |
| 285,408 | | | Fannie Mae | | | 5.00 | | | | 3/25/34 | | | | 282,586 | |
| 750,000 | | | Federal Farm Credit Bank | | | 5.20 | | | | 2/24/10 | | | | 747,413 | |
| 420,000 | | | Federal Farm Credit Bank | | | 5.81 | | | | 1/10/11 | | | | 433,901 | |
| 750,000 | | | Federal Farm Credit Bank | | | 4.65 | | | | 11/29/11 | | | | 737,402 | |
| 250,000 | | | Federal Farm Credit Bank | | | 5.22 | | | | 10/20/14 | | | | 246,436 | |
| 2,000,000 | | | Federal Farm Credit Bank | | | 5.20 | | | | 3/21/16 | | | | 2,030,133 | |
| 500,000 | | | Federal Farm Credit Bank | | | 5.63 | | | | 10/19/20 | | | | 491,550 | |
| 2,000,000 | | | Federal Farm Credit Bank | | | 5.30 | | | | 8/25/26 | | | | 2,007,121 | |
| 800,000 | | | Federal Home Loan Bank | | | 4.50 | | | | 6/6/08 | | | | 795,002 | |
| 500,000 | | | Federal Home Loan Bank | | | 4.05 | | | | 8/13/08 | | | | 494,009 | |
| 1,065,000 | | | Federal Home Loan Bank, Series 100 | | | 5.80 | | | | 9/2/08 | | | | 1,077,459 | |
| 325,000 | | | Federal Home Loan Bank, Series 8D08 | | | 5.25 | | | | 11/14/08 | | | | 326,517 | |
| 875,000 | | | Federal Home Loan Bank | | | 5.49 | | | | 12/22/08 | | | | 883,413 | |
continued
4
SIGNAL FUNDS
Income Fund
Schedule of Portfolio Investments
March 31, 2007
| | | | | | | | | | | | | | | | |
Shares or | | | | | | | | | | | | |
Principal | | | | | Interest | | Maturity | | | | |
Amount ($) | | | Security Description | | Rate (%) | | Date | | | Value ($) | |
|
| 400,000 | | | Federal Home Loan Bank | | | 4.28 | | | | 10/30/09 | | | | 393,666 | |
| 200,000 | | | Federal Home Loan Bank, Series 5, Step-Up Bond | | | 5.00 | | | | 3/30/10 | | | | 199,189 | |
| 1,250,000 | | | Federal Home Loan Bank, Series 1 | | | 4.75 | | | | 3/30/10 | | | | 1,238,583 | |
| 550,000 | | | Federal Home Loan Bank | | | 4.00 | | | | 4/22/10 | | | | 537,580 | |
| 1,500,000 | | | Federal Home Loan Bank | | | 5.00 | | | | 8/9/10 | | | | 1,482,390 | |
| 750,000 | | | Federal Home Loan Bank | | | 5.20 | | | | 10/28/10 | | | | 746,675 | |
| 500,000 | | | Federal Home Loan Bank | | | 5.00 | | | | 2/24/11 | | | | 499,384 | |
| 100,000 | | | Federal Home Loan Bank, Series 1N11 | | | 6.00 | | | | 5/13/11 | | | | 104,497 | |
| 1,000,000 | | | Federal Home Loan Bank | | | 5.00 | | | | 8/3/11 | | | | 991,034 | |
| 1,000,000 | | | Federal Home Loan Bank | | | 4.75 | | | | 2/16/12 | | | | 982,877 | |
| 500,000 | | | Federal Home Loan Bank | | | 5.00 | | | | 2/21/12 | | | | 495,012 | |
| 1,200,000 | | | Federal Home Loan Bank | | | 5.25 | | | | 5/3/12 | | | | 1,191,479 | |
| 2,500,000 | | | Federal Home Loan Bank | | | 4.75 | | | | 3/26/13 | | | | 2,446,762 | |
| 200,000 | | | Federal Home Loan Bank | | | 4.75 | | | | 10/29/13 | | | | 198,321 | |
| 500,000 | | | Federal Home Loan Bank | | | 5.50 | | | | 1/30/15 | | | | 498,735 | |
| 1,000,000 | | | Federal Home Loan Bank | | | 5.74 | | | | 4/20/15 | | | | 995,243 | |
| 2,000,000 | | | Federal Home Loan Bank | | | 5.20 | | | | 4/23/18 | | | | 1,944,924 | |
| 500,000 | | | Federal Home Loan Bank | | | 4.00 | | | | 6/26/18 | | | | 489,113 | |
| 500,000 | | | Federal Home Loan Bank | | | 5.65 | | | | 3/22/19 | | | | 492,333 | |
| 500,000 | | | Federal Home Loan Bank, Callable 11/4/09 @ 100 | | | 5.30 | | | | 11/4/19 | | | | 486,039 | |
| 500,000 | | | Federal Home Loan Bank | | | 5.85 | | | | 12/27/19 | | | | 494,121 | |
| 2,000,000 | | | Federal Home Loan Bank | | | 5.40 | | | | 12/30/19 | | | | 2,046,573 | |
| 200,000 | | | Freddie Mac | | | 3.25 | | | | 3/14/08 | | | | 196,688 | |
| 50,000 | | | Freddie Mac | | | 5.75 | | | | 4/15/08 | | | | 50,359 | |
| 750,000 | | | Freddie Mac | | | 4.85 | | | | 12/1/09 | | | | 744,356 | |
| 750,000 | | | Freddie Mac, Callable 11/5/07 @ 100 | | | 5.25 | | | | 11/5/12 | | | | 748,280 | |
| 1,500,000 | | | Freddie Mac | | | 4.80 | | | | 7/30/13 | | | | 1,465,538 | |
| 500,000 | | | Freddie Mac | | | 5.13 | | | | 8/6/13 | | | | 492,801 | |
| 1,500,000 | | | Freddie Mac | | | 5.00 | | | | 1/30/14 | | | | 1,506,477 | |
| 895,000 | | | Freddie Mac | | | 5.00 | | | | 8/26/14 | | | | 888,193 | |
| 1,500,000 | | | Freddie Mac | | | 4.00 | | | | 10/14/14 | | | | 1,488,192 | |
| 500,000 | | | Freddie Mac | | | 5.00 | | | | 10/27/14 | | | | 501,627 | |
| 750,000 | | | Freddie Mac | | | 5.00 | | | | 11/13/14 | | | | 752,374 | |
| 1,000,000 | | | Freddie Mac | | | 5.40 | | | | 9/22/15 | | | | 986,262 | |
| 1,500,000 | | | Freddie Mac | | | 5.00 | | | | 10/20/16 | | | | 1,450,536 | |
| 800,000 | | | Freddie Mac | | | 5.25 | | | | 3/17/17 | | | | 778,262 | |
| 2,000,000 | | | Freddie Mac | | | 5.00 | | | | 2/13/18 | | | | 1,982,998 | |
| 500,000 | | | Freddie Mac | | | 4.50 | | | | 7/15/18 | | | | 481,107 | |
| 496,000 | | | Freddie Mac | | | 5.00 | | | | 7/30/18 | | | | 474,558 | |
| 1,000,000 | | | Freddie Mac | | | 5.13 | | | | 8/1/18 | | | | 985,550 | |
| 1,500,000 | | | Freddie Mac | | | 5.00 | | | | 1/15/19 | | | | 1,493,783 | |
| 2,000,000 | | | Freddie Mac | | | 5.00 | | | | 12/15/20 | | | | 1,946,268 | |
| 1,135,000 | | | Freddie Mac | | | 5.00 | | | | 6/11/21 | | | | 1,063,939 | |
| 330,398 | | | Freddie Mac | | | 4.75 | | | | 3/15/22 | | | | 326,287 | |
| 1,458,800 | | | Freddie Mac | | | 5.00 | | | | 8/15/27 | | | | 1,450,163 | |
| 505,529 | | | Freddie Mac, Series 2664 | | | 5.00 | | | | 4/15/30 | | | | 502,650 | |
| 243,192 | | | Freddie Mac | | | 5.50 | | | | 10/15/31 | | | | 243,749 | |
| | | | | | | | | | | | | | | |
| | | | Total U.S. Government Agencies (cost — $63,242,694) | | | | | | | | | | | 63,019,364 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | U.S. Treasury Notes — 7.4% | | | | | | | | | | | | |
| 3,000,000 | | | U.S. Treasury Notes | | | 3.63 | | | | 1/15/10 | | | | 2,927,930 | |
| 150,000 | | | U.S. Treasury Notes | | | 3.50 | | | | 2/15/10 | | | | 145,822 | |
| 500,000 | | | U.S. Treasury Notes | | | 4.00 | | | | 3/15/10 | | | | 492,676 | |
| 500,000 | | | U.S. Treasury Note | | | 4.50 | | | | 2/28/11 | | | | 499,317 | |
| 1,750,000 | | | U.S. Treasury Notes | | | 4.00 | | | | 11/15/12 | | | | 1,704,062 | |
continued
5
SIGNAL FUNDS
Income Fund
Schedule of Portfolio Investments
March 31, 2007
| | | | | | | | | | | | | | | | |
Shares or | | | | | | | | | | |
Principal | | | | | Interest | | Maturity | | | | |
Amount ($) | | | Security Description | | Rate (%) | | Date | | | Value ($) | |
|
| 200,000 | | | U.S. Treasury Notes | | | 4.75 | | | | 5/15/14 | | | | 201,805 | |
| 750,000 | | | U.S. Treasury Notes | | | 4.25 | | | | 11/15/14 | | | | 732,188 | |
| 246,968 | | | U.S. Treasury Inflation Protected Bonds | | | 1.63 | | | | 1/15/15 | | | | 254,417 | |
| | | | | | | | | | | | | | | |
| | | | Total U.S. Treasury Notes (cost — $7,108,471) | | | | | | | | | | | 6,958,217 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | Investment Companies — 0.4% | | | | | | | | | | | | |
| 398,417 | | | Huntington Money Market Fund — Trust Class | | | | | | | | | | | 398,417 | |
| | | | | | | | | | | | | | | |
| | | | Total Investment Companies (cost — $398,417) | | | | | | | | | | | 398,417 | |
| | | | | | | | | | | | | | | |
| | | | Total Investments — 99.3% (cost — $94,286,081) | | | | | | | | | | | 93,586,598 | |
| | | | | | | | | | | | | | | |
Percentages indicated are based on net assets of $94,254,995.
* Security exempt from registration under Rule 144a of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. These securities have been deemed liquid by the Investment Adviser based on procedures approved by the Board of Trustees.
BKNT — Bank Note
MTN — Medium Term Note
See notes to financial statements.
6
SIGNAL FUNDS
Tax-Exempt Income Fund
Schedule of Portfolio Investments
March 31, 2007
| | | | | | | | | | | | | | | | |
Shares or | | | | | | | | | | | | |
Principal | | | | | Interest | | Maturity | | | | |
Amount ($) | | | Security Description | | Rate (%) | | Date | | | Value ($) | |
|
| | | | Municipal Bonds — 98.4% | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | Alabama — 1.1% | | | | | | | | | | | | |
| 210,000 | | | Daphne Alabama, GO, Callable 2/1/13 @ 100, Insured by: AMBAC | | | 4.00 | | | | 8/1/14 | | | | 212,606 | |
| | | | | | | | | | | | | | | |
| | | | California — 1.3% | | | | | | | | | | | | |
| 250,000 | | | La Mirada California Redevelopment Agency, Callable 8/15/14 @ 100, Insured by: FSA | | | 4.25 | | | | 8/15/19 | | | | 253,305 | |
| | | | | | | | | | | | | | | |
| | | | Florida — 3.6% | | | | | | | | | | | | |
| 380,000 | | | Hillsborough County Florida Individual Development Authority | | | 5.00 | | | | 10/1/07 | | | | 382,196 | |
| 300,000 | | | Lake County Florida School Board Corp. | | | 3.90 | | | | 6/1/17 | | | | 295,044 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 677,240 | |
| | | | | | | | | | | | | | | |
| | | | Illinois — 3.5% | | | | | | | | | | | | |
| 200,000 | | | Du Page County Illinois High School District | | | 5.05 | | | | 12/1/14 | | | | 201,860 | |
| 300,000 | | | Northlake Illinois, Series A, GO, Callable 12/1/08 @ 100, Insured by: AMBAC | | | 5.00 | | | | 6/1/14 | | | | 305,961 | |
| 150,000 | | | University of Illinois University Revenue | | | 5.00 | | | | 4/1/07 | | | | 150,000 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 657,821 | |
| | | | | | | | | | | | | | | |
| | | | Indiana — 59.9% | | | | | | | | | | | | |
| 500,000 | | | Anderson Indiana Electric Utility Revenue | | | 4.25 | | | | 1/1/11 | | | | 505,840 | |
| 200,000 | | | Anderson Indiana School Building Corp., Insured by: FSA | | | 4.00 | | | | 7/15/15 | | | | 202,384 | |
| 260,000 | | | Bloomington Indiana Municipal Facilities Corp., Callable 2/1/08 @ 101 | | | 4.80 | | | | 8/1/12 | | | | 264,664 | |
| 200,000 | | | Carmel Indiana Redevelopment Authority, Insured by: MBIA | | | 4.25 | | | | 8/1/11 | | | | 204,512 | |
| 380,000 | | | Center Grove Indiana Building Corp., Insured by: FGIC | | | 3.50 | | | | 1/15/11 | | | | 377,590 | |
| 150,000 | | | Clarksville Indiana High School Building Corp., Callable 7/15/08 @ 101, Insured by: MBIA | | | 5.00 | | | | 7/15/14 | | | | 153,746 | |
| 200,000 | | | Crown Point Indiana Multi-School Building Corp., Callable 7/15/09 @ 101, Insured by: MBIA | | | 4.80 | | | | 1/15/14 | | | | 206,554 | |
| 125,000 | | | Eagle Union Middle School Building Corp. Indiana, Callable 7/5/11 @ 100, Insured by: AMBAC | | | 4.85 | | | | 7/5/15 | | | | 130,053 | |
| 300,000 | | | East Washington Indiana Multi School Building Corp., Insured by: MBIA | | | 3.90 | | | | 7/15/14 | | | | 302,259 | |
| 295,000 | | | Elkhart Indiana Community Schools, Callable ON 7/15/14 | | | 4.30 | | | | 7/15/18 | | | | 299,407 | |
| 100,000 | | | Fall Creek Indiana Regulatory Waste District, Callable 9/1/10 @ 100, Insured by: MBIA | | | 4.70 | | | | 3/1/13 | | | | 103,310 | |
| 165,000 | | | Fort Wayne Indiana Stormwater Managemet District Revenue, Insured by: MBIA | | | 4.00 | | | | 8/1/13 | | | | 167,297 | |
| 260,000 | | | Greencastle Indiana Multi-School Building Corp., Callable 7/10/12 @100, Insured by: FGIC | | | 4.10 | | | | 1/10/13 | | | | 264,425 | |
| 300,000 | | | Greencastle Indiana Waterworks Revenue, Callable 1/1/12 @ 100, Insured by: MBIA | | | 4.25 | | | | 7/1/13 | | | | 307,758 | |
| 275,000 | | | Indiana Bank Revenue, Insured by: MBIA | | | 4.00 | | | | 4/1/09 | | | | 276,884 | |
| 290,000 | | | Indiana Bank Revenue, Series A, Callable 2/1/09 @ 102, Insured by: FSA | | | 4.60 | | | | 2/1/13 | | | | 298,277 | |
| 200,000 | | | Indiana Bank Revenue | | | 4.80 | | | | 2/1/13 | | | | 203,734 | |
| 70,000 | | | Indiana Health Facilities Financing Authority, Callable 8/15/07 @ 102, Insured by: RADIAN | | | 5.50 | | | | 2/15/10 | | | | 71,817 | |
| 325,000 | | | Indiana State Educational Facilities Authority, Callable 10/15/08 @ 101 | | | 4.95 | | | | 10/15/12 | | | | 333,473 | |
| 200,000 | | | Indiana State Financial Authority Revenue | | | 4.00 | | | | 2/1/16 | | | | 201,770 | |
| 300,000 | | | Indiana State Office Building Community Facilities, Series A, Callable 7/1/08 @ 101 | | | 4.70 | | | | 7/1/11 | | | | 306,381 | |
| 100,000 | | | Johnson County Indiana, GO, Insured by: FSA | | | 4.10 | | | | 7/15/07 | | | | 100,119 | |
| 265,000 | | | LA Porte Indiana Multi School Building Corp., Insured by: FSA | | | 4.00 | | | | 1/15/10 | | | | 268,050 | |
| 305,000 | | | Lafayette Indiana Redevelopment Authority, Callable 2/1/13 @ 100 | | | 3.75 | | | | 8/1/13 | | | | 304,478 | |
| 455,000 | | | Lafayette Indiana Sewer Works | | | 4.15 | | | | 1/1/19 | | | | 456,788 | |
| 300,000 | | | Lafayette Indiana Sewer Works | | | 4.25 | | | | 7/1/20 | | | | 300,459 | |
| 275,000 | | | Mitchell Indiana Multi-School Building Corp. | | | 4.65 | | | | 7/5/13 | | | | 288,668 | |
| 150,000 | | | Mt. Vernon of Hancock County Indiana Multi-School Building Corp., Series B, Callable 7/15/11 @ 100, Insured by: AMBAC | | | 4.70 | | | | 1/15/12 | | | | 155,940 | |
| 200,000 | | | Munster Indiana School Building Corp., Callable 7/5/08 @ 101, Insured by: FSA | | | 4.60 | | | | 7/5/10 | | | | 204,064 | |
continued
7
SIGNAL FUNDS
Tax-Exempt Income Fund
Schedule of Portfolio Investments
March 31, 2007
| | | | | | | | | | | | | | | | |
Shares or | | | | | | | | | | | | |
Principal | | | | | Interest | | Maturity | | | | |
Amount ($) | | | Security Description | | Rate (%) | | Date | | | Value ($) | |
|
| 400,000 | | | North Montgomery Indiana High School Building Corp., Callable 1/15/11 @ 100, Insured by: FGIC | | | 5.05 | | | | 7/15/15 | | | | 417,715 | |
| 100,000 | | | Northwest Allen County Indiana Middle School Building Corp., Callable 1/15/09 @ 101, Insured by: MBIA | | | 4.75 | | | | 1/15/12 | | | | 102,847 | |
| 240,000 | | | Perry Township Indiana Multi-School Building Corp., Callable 7/15/10 @101, Insured by: FGIC | | | 4.625 | | | | 1/15/15 | | | | 248,462 | |
| 300,000 | | | Porter County Indiana Jail Building Corp., Callable 7/10/11 @ 100, Insured by: FSA | | | 5.00 | | | | 7/10/16 | | | | 313,197 | |
| 275,000 | | | Princeton Indiana Sewer Works Revenue, Callable 5/1/09 @ 101 | | | 4.50 | | | | 5/1/13 | | | | 275,498 | |
| 50,000 | | | Purdue University Indiana Certificates Participation, Callable 7/1/08 @ 100 | | | 4.50 | | | | 7/1/09 | | | | 50,455 | |
| 200,000 | | | Purdue University, University Revenue | | | 4.00 | | | | 7/1/12 | | | | 202,636 | |
| 500,000 | | | Reid Hospital & Health Care Services, 3.50% | | | 3.50 | | | | 1/1/45 | | | | 500,000 | |
| 250,000 | | | Rochester Indiana Community School Building Corp., Callable 7/15/08 @ 102, Insured by: AMBAC | | | 5.00 | | | | 7/15/13 | | | | 258,658 | |
| 200,000 | | | South Bend Indiana Community School Building Corp., Callable 1/1/10 @ 101, Insured by: FSA | | | 4.60 | | | | 7/1/13 | | | | 205,662 | |
| 225,000 | | | South Bend Indiana Community School Building Corp., Callable 1/1/10 @ 101, Insured by: FSA | | | 5.10 | | | | 7/1/17 | | | | 234,565 | |
| 400,000 | | | Sunman-Dearbon Indiana High School Building Corp., Insured by: MBIA | | | 4.00 | | | | 7/15/12 | | | | 405,691 | |
| 300,000 | | | Terre Haute Indiana San District, Callable 1/1/15 @ 100, Insured by: AMBAC | | | 4.00 | | | | 7/1/17 | | | | 300,780 | |
| 200,000 | | | Vinton-Tecumseh Indiana School Building Corp., Callable 1/5/08 @ 101, Insured by: SAW | | | 5.00 | | | | 7/5/13 | | | | 203,922 | |
| 300,000 | | | Warren Township Indiana School Building Corp., Callable 7/5/08 @ 101, Insured by: FSA | | | 5.00 | | | | 7/5/14 | | | | 307,395 | |
| 275,000 | | | Whitley County Indiana Middle School Building Corp., Callable 7/10/08 @ 101, Insured by: FSA | | | 4.80 | | | | 1/10/11 | | | | 281,424 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 11,569,608 | |
| | | | | | | | | | | | | | | |
| | | | Kentucky — 2.3% | | | | | | | | | | | | |
| 250,000 | | | Jessamine County Kentucky School District, Insured by: AMBAC | | | 4.00 | | | | 1/1/14 | | | | 254,128 | |
| 185,000 | | | Kentucky Rural Water Financial Corp., Series C, Callable 2/01/12 @ 101, Insured by: MBIA | | | 3.875 | | | | 2/1/14 | | | | 186,708 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 440,836 | |
| | | | | | | | | | | | | | | |
| | | | Michigan — 2.5% | | | | | | | | | | | | |
| 300,000 | | | Macomb Township Michigan Building Authority, GO, Callable 4/1/11 @ 100, Insured by: AMBAC | | | 4.75 | | | | 4/1/16 | | | | 312,042 | |
| 150,000 | | | Michigan Higher Education Facilities Authority Revenue, Callable 12/1/12 @ 100 | | | 5.00 | | | | 12/1/20 | | | | 155,292 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 467,334 | |
| | | | | | | | | | | | | | | |
| | | | Missouri — 2.7% | | | | | | | | | | | | |
| 200,000 | | | Creve Coeur Missouri, SO | | | 3.50 | | | | 1/1/13 | | | | 197,634 | |
| 300,000 | | | Jefferson County Missouri School District, GO, Callable 3/1/14 @ 100, Insured by: MBIA | | | 4.35 | | | | 3/1/16 | | | | 309,567 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 507,201 | |
| | | | | | | | | | | | | | | |
| | | | Nevada — 1.4% | | | | | | | | | | | | |
| 250,000 | | | University of Nevada Community College, Series A, Callable 7/1/11 @ 100, Insured by: FGIC | | | 4.45 | | | | 7/1/12 | | | | 256,593 | |
| | | | | | | | | | | | | | | |
| | | | New York — 2.3% | | | | | | | | | | | | |
| 400,000 | | | New York GO Unlimited | | | 5.00 | | | | 8/1/18 | | | | 428,924 | |
| | | | | | | | | | | | | | | |
| | | | North Dakota — 1.6% | | | | | | | | | | | | |
| 300,000 | | | North Dakota State Building Authority Lease Revenue, Callable 12/1/13 @ 100 | | | 3.70 | | | | 12/1/15 | | | | 296,484 | |
| | | | | | | | | | | | | | | |
| | | | Pennsylvania — 1.9% | | | | | | | | | | | | |
| 150,000 | | | Pennsylvania State Higher Educational Facilities Authority College & University Revenue, Callable 7/1/11 @ 100, Insured by: ASST GTY | | | 5.38 | | | | 7/1/23 | | | | 157,070 | |
| | | | | | | | | | | | | | | |
continued
8
SIGNAL FUNDS
Tax-Exempt Income Fund
Schedule of Portfolio Investments
March 31, 2007
| | | | | | | | | | | | | | | | |
Shares or | | | | | | | | | | | | |
Principal | | | | | Interest | | Maturity | | | | |
Amount ($) | | | Security Description | | Rate (%) | | Date | | | Value ($) | |
|
| | | | Texas — 3.0% | | | | | | | | | | | | |
| 350,000 | | | Brownsville Texas, GO, Callable 2/15/14 @ 100, Insured by: AMBAC | | | 4.00 | | | | 2/15/17 | | | | 348,856 | |
| 225,000 | | | Keller Texas, Insured by: MBIA | | | 3.75 | | | | 2/15/11 | | | | 225,556 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 574,412 | |
| | | | | | | | | | | | | | | |
| | | | Utah — 2.6% | | | | | | | | | | | | |
| 200,000 | | | South Davis Recreation District Utah, Callable 1/1/15 @ 100, Insured by: XLCA | | | 4.38 | | | | 1/1/20 | | | | 202,678 | |
| 300,000 | | | Utah State Building Ownership Authority Lease Revenue | | | 3.25 | | | | 5/15/09 | | | | 295,788 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 498,466 | |
| | | | | | | | | | | | | | | |
| | | | Washington — 4.8% | | | | | | | | | | | | |
| 300,000 | | | Seattle Washington Municipal Light and Power Revenue, Insured by: FSA | | | 3.25 | | | | 8/1/11 | | | | 292,362 | |
| 300,000 | | | Washington State, Series 2003A, GO, Callable 7/1/12 @ 100 | | | 5.00 | | | | 7/1/14 | | | | 317,679 | |
| 300,000 | | | Washington State, Callable 4/1/14 @ 100, Insured by: MBIA | | | 4.25 | | | | 10/1/15 | | | | 307,293 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 917,334 | |
| | | | | | | | | | | | | | | |
| | | | Wisconsin — 3.9% | | | | | | | | | | | | |
| 400,000 | | | Chilton Wisconsin School District, Callable 4/1/12, Insured by: FGIC | | | 4.00 | | | | 4/1/13 | | | | 403,787 | |
| 50,000 | | | Elmbrook Wisconsin School District, GO, Callable 4/1/12 @ 100 | | | 4.13 | | | | 4/1/15 | | | | 50,370 | |
| 295,000 | | | Green Bay Wisconsin Area Public School District, Insured by: FGIC, Series B | | | 3.38 | | | | 4/1/10 | | | | 291,315 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 745,472 | |
| | | | | | | | | | | | | | | |
| | | | Total Municipal Bonds (cost — $18,451,573) | | | | | | | | | | | 18,660,706 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | Investment Companies— 1.3% | | | | | | | | | | | | |
| 250,000 | | | Fidelity Institutional Money Market: Tax Exempt: Class I | | | | | | | | | | | 250,000 | |
| | | | | | | | | | | | | | | |
| | | | Total Investment Companies (cost — $250,000) | | | | | | | | | | | 250,000 | |
| | | | | | | | | | | | | | | |
| | | | Total Investments — 99.7% (cost — $18,701,573) | | | | | | | | | | | 18,910,706 | |
| | | | | | | | | | | | | | | |
Percentages indicated are based on net assets of $18,961,037.
AMBAC — AMBAC Indemnity Corp.
ASST GTY — Asset Guaranty
FGIC — Financial Guaranty Insurance Co.
FSA — Financial Security Assurance, Inc.
GO — General Obligation
MBIA — Municipal Bond Insurance Assoc.
RADIAN — RADIAN Guaranty, Inc.
SAW — State Aid Withholding
SO — Special Obligation
XLCA — XL Capital Assurance, Inc.
See notes to financial statements.
9
SIGNAL FUNDS
Statements of Assets and Liabilities
March 31, 2007
| | | | | | | | | | | | |
| | Large Cap | | | | | | | Tax-Exempt | |
| | Growth | | | Income | | | Income | |
| | Fund | | | Fund | | | Fund | |
Assets: | | | | | | | | | | | | |
Investments, at value (Cost $30,026,932; $94,286,081; and $18,701,573, respectively) | | $ | 38,661,194 | | | $ | 93,586,598 | | | $ | 18,910,706 | |
Interest and dividends receivable | | | 42,822 | | | | 1,035,107 | | | | 200,934 | |
Receivable for capital shares issued | | | 4,442 | | | | 8,174 | | | | 4,000 | |
Prepaid expenses and other assets | | | 164 | | | | 1,120 | | | | 270 | |
Receivables for securities sold | | | — | | | | — | | | | 250,625 | |
| | | | | | | | | |
Total Assets | | | 38,708,622 | | | | 94,630,999 | | | | 19,366,535 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | |
Payable to custodian | | | — | | | | — | | | | 268,685 | |
Distributions payable | | | 22,989 | | | | 303,274 | | | | 48,567 | |
Payable for capital shares redeemed | | | 3,093 | | | | 6,002 | | | | 74,770 | |
Accrued expenses and other payables: | | | | | | | | | | | | |
Investment adviser | | | 17,888 | | | | 20,186 | | | | 1,623 | |
Administration | | | 1,012 | | | | 2,460 | | | | 496 | |
Distribution | | | 132 | | | | 53 | | | | 20 | |
Accounting | | | 45 | | | | 240 | | | | 32 | |
Transfer agent | | | 3,995 | | | | 3,658 | | | | 2,855 | |
Trustee | | | 21 | | | | — | | | | 178 | |
Chief compliance officer | | | 558 | | | | 1,350 | | | | 271 | |
Other liabilities | | | 16,636 | | | | 38,781 | | | | 8,001 | |
| | | | | | | | | |
Total Liabilities | | | 66,369 | | | | 376,004 | | | | 405,498 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Composition of Net Assets: | | | | | | | | | | | | |
Capital | | | 27,780,645 | | | | 95,448,052 | | | | 18,741,867 | |
Undistributed net investment income | | | 4,578 | | | | 5 | | | | — | |
Accumulated net realized gains (losses) on investment transactions | | | 2,222,768 | | | | (493,579 | ) | | | 10,037 | |
Net unrealized appreciation (depreciation) on investment transactions | | | 8,634,262 | | | | (699,483 | ) | | | 209,133 | |
| | | | | | | | | |
Net Assets | | $ | 38,642,253 | | | $ | 94,254,995 | | | $ | 18,961,037 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Class A Shares: | | | | | | | | | | | | |
Net assets | | $ | 600,785 | | | $ | 247,919 | | | $ | 91,087 | |
| | | | | | | | | |
Shares outstanding | | | 52,671 | | | | 25,548 | | | | 9,329 | |
| | | | | | | | | |
Net Asset Value and Redemption Price per share | | $ | 11.41 | | | $ | 9.70 | | | $ | 9.76 | |
| | | | | | | | | |
Maximum Sales Load | | | 4.75 | % | | | 3.25 | % | | | 3.25 | % |
| | | | | | | | | |
Maximum Offering Price per share (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) | | $ | 11.98 | | | $ | 10.03 | | | $ | 10.09 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Class I Shares: | | | | | | | | | | | | |
Net assets | | $ | 38,041,468 | | | $ | 94,007,076 | | | $ | 18,869,950 | |
| | | | | | | | | |
Shares outstanding | | | 3,301,975 | | | | 9,686,508 | | | | 1,932,157 | |
| | | | | | | | | |
Net Asset Value, Offering Price, and Redemption Price per share | | $ | 11.52 | | | $ | 9.70 | | | $ | 9.77 | |
| | | | | | | | | |
See notes to financial statements.
10
SIGNAL FUNDS
Statements of Operations
For the year ended March 31, 2007
| | | | | | | | | | | | |
| | Large Cap | | | | | | | Tax-Exempt | |
| | Growth | | | Income | | | Income | |
| | Fund | | | Fund | | | Fund | |
Investment Income: | | | | | | | | | | | | |
Interest | | $ | 5,423 | | | $ | 4,596,974 | | | $ | 808,139 | |
Dividends | | | 499,648 | * | | | 87,871 | | | | 11,551 | |
| | | | | | | | | |
Total Investment Income | | | 505,071 | | | | 4,684,845 | | | | 819,690 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | |
Investment adviser | | | 288,979 | | | | 476,148 | | | | 98,745 | |
Administration | | | 73,208 | | | | 180,937 | | | | 37,523 | |
Distribution (Class A) | | | 1,690 | | | | 672 | | | | 329 | |
Fund accounting | | | 62,382 | | | | 77,208 | | | | 71,095 | |
Custodian | | | 6,296 | | | | 13,250 | | | | 5,490 | |
Transfer agent | | | 41,483 | | | | 40,086 | | | | 28,582 | |
Trustee | | | 3,129 | | | | 11,146 | | | | 2,465 | |
Printing | | | 8,297 | | | | 18,102 | | | | 3,829 | |
Chief compliance officer | | | 4,207 | | | | 10,675 | | | | 2,202 | |
Other | | | 26,411 | | | | 70,089 | | | | 10,570 | |
| | | | | | | | | |
Total expenses before fee reductions | | | 516,082 | | | | 898,313 | | | | 260,830 | |
Expenses contractually reduced by Investment Adviser | | | (77,062 | ) | | | (238,074 | ) | | | (78,996 | ) |
| | | | | | | | | |
Net Expenses | | | 439,020 | | | | 660,239 | | | | 181,834 | |
| | | | | | | | | |
Net Investment Income | | | 66,051 | | | | 4,024,606 | | | | 637,856 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Realized/Unrealized Gains (Losses) on Investments: | | | | | | | | | | | | |
Net realized gains (losses) on investment transactions | | | 3,316,663 | | | | (156,022 | ) | | | 48,500 | |
Change in unrealized appreciation/depreciation on investments | | | (1,339,007 | ) | | | 1,487,809 | | | | 34,677 | |
| | | | | | | | | |
Net realized/unrealized gains on investments | | | 1,977,656 | | | | 1,331,787 | | | | 83,177 | |
| | | | | | | | | |
Change in net assets resulting from operations | | $ | 2,043,707 | | | $ | 5,356,393 | | | $ | 721,033 | |
| | | | | | | | | |
| | |
* | Net of withholding tax of $1,235 |
See notes to financial statements.
11
SIGNAL FUNDS
Statements of Changes in Net Assets
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Large Cap Growth Fund | | | Income Fund | | | Tax-Exempt Income Fund | |
| | Year Ended | | | Year Ended | | | Year Ended | | | Year Ended | | | Year Ended | | | Year Ended | |
| | March 31, 2007 | | | March 31, 2006 | | | March 31, 2007 | | | March 31, 2006 | | | March 31, 2007 | | | March 31, 2006 | |
Operations | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | $ | 66,051 | | | $ | 35,062 | | | $ | 4,024,606 | | | $ | 3,979,572 | | | $ | 637,856 | | | $ | 746,370 | |
Net realized gains (losses) on investment transactions | | | 3,316,663 | | | | 3,942,408 | | | | (156,022 | ) | | | (232,518 | ) | | | 48,500 | | | | 27,245 | |
Change in unrealized appreciation/ depreciation from investment transactions | | | (1,339,007 | ) | | | 1,442,253 | | | | 1,487,809 | | | | (1,672,828 | ) | | | 34,677 | | | | (327,308 | ) |
| | | | | | | | | | | | | | | | | | |
Change in net assets from operations | | | 2,043,707 | | | | 5,419,723 | | | | 5,356,393 | | | | 2,074,226 | | | | 721,033 | | | | 446,307 | |
| | | | | | | | | | | | | | | | | | |
Distributions to Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | |
Class A: | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | (83 | ) | | | (46 | ) | | | (10,742 | ) | | | (13,601 | ) | | | (3,937 | ) | | | (4,872 | ) |
From net realized gains on investments | | | (69,958 | ) | | | (40,847 | ) | | | — | | | | — | | | | (255 | ) | | | (382 | ) |
Class B: | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | — | | | | — | | | | — | | | | (269 | ) | | | — | | | | (307 | ) |
Class I: | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | (68,319 | ) | | | (42,737 | ) | | | (4,021,960 | ) | | | (3,976,073 | ) | | | (633,919 | ) | | | (741,191 | ) |
From net realized gains on investments | | | (3,879,298 | ) | | | (2,414,054 | ) | | | — | | | | — | | | | (39,654 | ) | | | (48,546 | ) |
| | | | | | | | | | | | | | | | | | |
Change in net assets from shareholder distributions | | | (4,017,658 | ) | | | (2,497,684 | ) | | | (4,032,702 | ) | | | (3,989,943 | ) | | | (677,765 | ) | | | (795,298 | ) |
| | | | | | | | | | | | | | | | | | |
Change in net assets from capital share transactions | | | 1,620,498 | | | | (3,013,200 | ) | | | (5,196,659 | ) | | | 2,021,021 | | | | (2,575,830 | ) | | | (59,906 | ) |
| | | | | | | | | | | | | | | | | | |
Change in net assets | | | (353,453 | ) | | | (91,161 | ) | | | (3,872,968 | ) | | | 105,304 | | | | (2,532,562 | ) | | | (408,897 | ) |
| | | | | | | | | | | | | | | | | | |
Net Assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning of year | | | 38,995,706 | | | | 39,086,867 | | | | 98,127,963 | | | | 98,022,659 | | | | 21,493,599 | | | | 21,902,496 | |
| | | | | | | | | | | | | | | | | | |
End of year* | | $ | 38,642,253 | | | $ | 38,995,706 | | | $ | 94,254,995 | | | $ | 98,127,963 | | | $ | 18,961,037 | | | $ | 21,493,599 | |
| | | | | | | | | | | | | | | | | | |
Capital Transactions: | | | | | | | | | | | | | | | | | | | | | | | | |
Class A Shares | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from shares issued | | $ | 25,911 | | | $ | 291,268 | | | $ | 872 | | | $ | 102,698 | | | $ | — | | | $ | 38,148 | |
Dividends reinvested | | | 69,523 | | | | 40,720 | | | | 10,538 | | | | 13,923 | | | | 3,714 | | | | 5,123 | |
Cost of shares redeemed | | | (211,886 | ) | | | (213,464 | ) | | | (85,430 | ) | | | (109,706 | ) | | | (56,663 | ) | | | (32,568 | ) |
| | | | | | | | | | | | | | | | | | |
Change in net assets from Class A capital transactions | | $ | (116,452 | ) | | $ | 118,524 | | | $ | (74,020 | ) | | $ | 6,915 | | | $ | (52,949 | ) | | $ | 10,703 | |
| | | | | | | | | | | | | | | | | | |
Class B Shares | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from shares issued | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Dividends reinvested | | | — | | | | — | | | | — | | | | 96 | | | | — | | | | 386 | |
Cost of shares redeemed | | | — | | | | (123,670 | ) | | | — | | | | (28,549 | ) | | | — | | | | (39,247 | ) |
| | | | | | | | | | | | | | | | | | |
Change in net assets from Class B capital transactions | | $ | — | | | $ | (123,670 | ) | | $ | — | | | $ | (28,453 | ) | | $ | — | | | $ | (38,861 | ) |
| | | | | | | | | | | | | | | | | | |
Class I Shares | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from shares issued | | $ | 11,966,735 | | | $ | 13,486,131 | | | $ | 22,951,210 | | | $ | 24,607,646 | | | $ | 3,983,660 | | | $ | 5,944,177 | |
Dividends reinvested | | | 1,422,105 | | | | 1,040,335 | | | | 528,721 | | | | 762,599 | | | | 37,705 | | | | 44,839 | |
Cost of shares redeemed | | | (11,651,890 | ) | | | (17,534,520 | ) | | | (28,602,570 | ) | | | (23,327,686 | ) | | | (6,544,246 | ) | | | (6,020,764 | ) |
| | | | | | | | | | | | | | | | | | |
Change in net assets from Class I capital transactions | | $ | 1,736,950 | | | $ | (3,008,054 | ) | | $ | (5,122,639 | ) | | $ | 2,042,559 | | | $ | (2,522,881 | ) | | $ | (31,748 | ) |
| | | | | | | | | | | | | | | | | | |
Share Transactions: | | | | | | | | | | | | | | | | | | | | | | | | |
Class A Shares | | | | | | | | | | | | | | | | | | | | | | | | |
Issued | | | 2,181 | | | | 27,039 | | | | 90 | | | | 10,297 | | | | — | | | $ | 3,741 | |
Reinvested | | | 6,269 | | | | 3,445 | | | | 1,096 | | | | 1,427 | | | | 380 | | | | 518 | |
Redeemed | | | (18,340 | ) | | | (17,813 | ) | | | (8,922 | ) | | | (11,266 | ) | | | (5,802 | ) | | | (3,305 | ) |
| | | | | | | | | | | | | | | | | | |
Net change | | | (9,890 | ) | | | 12,671 | | | | (7,736 | ) | | | 458 | | | | (5,422 | ) | | | 954 | |
| | | | | | | | | | | | | | | | | | |
Class B Shares | | | | | | | | | | | | | | | | | | | | | | | | |
Issued | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Reinvested | | | — | | | | — | | | | — | | | | 10 | | | | — | | | | 39 | |
Redeemed | | | — | | | | (12,869 | ) | | | — | | | | (2,792 | ) | | | — | | | | (3,851 | ) |
| | | | | | | | | | | | | | | | | | |
Net change | | | — | | | | (12,869 | ) | | | — | | | | (2,782 | ) | | | — | | | | (3,812 | ) |
| | | | | | | | | | | | | | | | | | |
Class I Shares | | | | | | | | | | | | | | | | | | | | | | | | |
Issued | | | 1,019,233 | | | | 1,158,732 | | | | 2,382,983 | | | | 2,521,979 | | | | 407,561 | | | | 599,454 | |
Reinvested | | | 126,950 | | | | 87,364 | | | | 55,096 | | | | 78,175 | | | | 3,846 | | | | 4,561 | |
Redeemed | | | (984,020 | ) | | | (1,466,755 | ) | | | (2,967,775 | ) | | | (2,384,473 | ) | | | (670,984 | ) | | | (608,437 | ) |
| | | | | | | | | | | | | | | | | | |
Net change | | | 162,163 | | | | (220,659 | ) | | | (529,696 | ) | | | 215,681 | | | | (259,577 | ) | | | (4,422 | ) |
| | | | | | | | | | | | | | | | | | |
| | |
* | | Includes undistributed net investment income of $4,578, $0, $5, $8,101, $0 and $0, respectively. |
See notes to financial statements.
12
SIGNAL FUNDS
Financial Highlights
For a Share Outstanding Throughout Each Period
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Change in Net Assets | | | | | | | | | | | | | | | | | | | |
| | | | | | Resulting from Operations: | | | | | | | Less Dividends from: | | | | | | | | | | | Ratios/Supplementary Data: | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Ratio of | | | | | | | | | | |
| | | | | | | | | | Net Realized | | | Change in | | | | | | | | | | | | | | | | | | | | | | | | | | | Net | | | Ratio of Net | | | Ratio of | | | | |
| | | | | | | | | | and | | | Net Asset | | | | | | | Net | | | | | | | | | | | | | | | Net | | | Expenses | | | Investment | | | Expenses | | | | |
| | Net Asset | | | Net | | | Unrealized | | | Value | | | | | | | Realized | | | Total | | | Net Asset | | | | | | | Assets, | | | to | | | Income | | | to | | | | |
| | Value, | | | Investment | | | Gains | | | Resulting | | | Net | | | Gains | | | Dividends | | | Value, | | | | | | | End of | | | Average | | | (Loss) to | | | Average | | | Portfolio | |
| | Beginning | | | Income | | | (Losses) on | | | from | | | Investment | | | (Losses) on | | | and | | | End of | | | Total | | | Period | | | Net | | | Average | | | Net | | | Turnover | |
| | of Period | | | (Loss) | | | Investments | | | Operations | | | Income | | | Investments | | | Distributions | | | Period | | | Return* | | | (000’s) | | | Assets | | | Net Assets | | | Assets** | | | (c) | |
|
Class A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Large Cap Growth Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended March 31, 2007 | | $ | 12.08 | | | $ | (0.01 | ) | | $ | 0.61 | | | $ | 0.60 | | | $ | — | (e) | | $ | (1.27 | ) | | $ | 1.27 | | | $ | 11.41 | | | | 5.31 | % | | $ | 601 | | | | 1.39 | % | | | (0.09 | %) | | | 1.59 | % | | | 36.62 | % |
Year Ended March 31, 2006 | | | 11.35 | | | | (0.07 | ) | | | 1.49 | | | | 1.42 | | | | — | (e) | | | (0.69 | ) | | | (0.69 | ) | | | 12.08 | | | | 12.65 | % | | | 756 | | | | 1.34 | % | | | (0.60 | %) | | | 1.54 | % | | | 36.43 | % |
Year Ended March 31, 2005 | | | 11.29 | | | | (0.01 | ) | | | 1.00 | | | | 0.99 | | | | — | | | | (0.93 | ) | | | (0.93 | ) | | | 11.35 | | | | 8.74 | % | | | 566 | | | | 1.43 | % | | | (0.15 | %) | | | 1.63 | % | | | 39.77 | % |
Year Ended March 31, 2004 | | | 9.05 | | | | (0.01 | ) | | | 2.58 | | | | 2.57 | | | | — | (e) | | | (0.33 | ) | | | (0.33 | ) | | | 11.29 | | | | 28.60 | % | | | 466 | | | | 1.44 | % | | | (0.16 | %) | | | 1.64 | % | | | 39.64 | % |
Period Ended March 31, 2003 (d) | | | 10.00 | | | | — | (e) | | | (0.95 | ) | | | (0.95 | ) | | | — | (e) | | | — | | | | — | | | | 9.05 | | | | (9.40 | %)(a) | | | 224 | | | | 1.45 | %(b) | | | 0.11 | %(b) | | | 1.67 | %(b) | | | 34.11 | %(a) |
|
Income Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended March 31, 2007 | | $ | 9.57 | | | $ | 0.45 | | | $ | 0.06 | | | $ | 0.51 | | | $ | (0.38 | ) | | $ | — | | | $ | (0.38 | ) | | $ | 9.70 | | | | 5.47 | % | | $ | 248 | | | | 0.94 | % | | | 3.99 | % | | | 1.19 | % | | | 24.03 | % |
Year Ended March 31, 2006 | | | 9.77 | | | | 0.37 | | | | (0.20 | ) | | | 0.17 | | | | (0.37 | ) | | | — | | | | (0.37 | ) | | | 9.57 | | | | 1.76 | % | | | 319 | | | | 0.90 | % | | | 3.81 | % | | | 1.15 | % | | | 24.47 | % |
Year Ended March 31, 2005 | | | 10.19 | | | | 0.35 | | | | (0.42 | ) | | | (0.07 | ) | | | (0.35 | ) | | | — | | | | (0.35 | ) | �� | | 9.77 | | | | (0.64 | %) | | | 321 | | | | 0.95 | % | | | 3.56 | % | | | 1.20 | % | | | 14.91 | % |
Year Ended March 31, 2004 | | | 10.21 | | | | 0.34 | | | | (0.02 | ) | | | 0.32 | | | | (0.34 | ) | | | — | (e) | | | (0.34 | ) | | | 10.19 | | | | 3.17 | % | | | 263 | | | | 0.98 | % | | | 3.31 | % | | | 1.23 | % | | | 43.76 | % |
Period Ended March 31, 2003 (d) | | | 10.00 | | | | 0.31 | | | | 0.25 | | | | 0.56 | | | | (0.31 | ) | | | (0.04 | ) | | | (0.35 | ) | | | 10.21 | | | | 5.65 | %(a) | | | 218 | | | | 1.07 | %(b) | | | 3.54 | % (b) | | | 1.32 | %(b) | | | 7.47 | %(a) |
|
Tax-Exempt Income Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended March 31, 2007 | | $ | 9.74 | | | $ | 0.29 | | | $ | 0.04 | | | $ | 0.33 | | | $ | (0.29 | ) | | $ | (0.02 | ) | | $ | (0.31 | ) | | $ | 9.76 | | | | 3.44 | % | | $ | 91 | | | | 1.17 | % | | | 3.00 | % | | | 1.57 | % | | | 26.17 | % |
Year Ended March 31, 2006 | | | 9.89 | | | | 0.31 | | | | (0.13 | ) | | | 0.18 | | | | (0.31 | ) | | | (0.02 | ) | | | (0.33 | ) | | | 9.74 | | | | 1.82 | % | | | 144 | | | | 1.08 | % | | | 3.11 | % | | | 1.51 | % | | | 11.64 | % |
Year Ended March 31, 2005 | | | 10.22 | | | | 0.32 | | | | (0.25 | ) | | | 0.07 | | | | (0.32 | ) | | | (0.08 | ) | | | (0.40 | ) | | | 9.89 | | | | 0.73 | % | | | 136 | | | | 1.12 | % | | | 3.21 | % | | | 1.62 | % | | | 18.11 | % |
Year Ended March 31, 2004 | | | 10.18 | | | | 0.33 | | | | 0.08 | | | | 0.41 | | | | (0.33 | ) | | | (0.04 | ) | | | (0.37 | ) | | | 10.22 | | | | 4.14 | % | | | 137 | | | | 1.09 | % | | | 3.25 | % | | | 1.58 | % | | | 9.11 | % |
Period Ended March 31, 2003 (d) | | | 10.00 | | | | 0.27 | | | | 0.21 | | | | 0.48 | | | | (0.27 | ) | | | (0.03 | ) | | | (0.30 | ) | | | 10.18 | | | | 4.85 | %(a) | | | 57 | | | | 1.09 | %(b) | | | 3.36 | %(b) | | | 1.52 | %(b) | | | 8.54 | %(a) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class I | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Large Cap Growth Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended March 31, 2007 | | $ | 12.18 | | | $ | 0.02 | | | $ | 0.61 | | | $ | 0.63 | | | $ | (0.02 | ) | | $ | (1.27 | ) | | $ | (1.29 | ) | | $ | 11.52 | | | | 5.52 | % | | $ | 38,041 | | | | 1.14 | % | | | 0.18 | % | | | 1.34 | % | | | 36.62 | % |
Year Ended March 31, 2006 | | | 11.42 | | | | 0.01 | | | | 1.45 | | | | 1.46 | | | | (0.01 | ) | | | (0.69 | ) | | | (0.70 | ) | | | 12.18 | | | | 12.95 | % | | | 38,240 | | | | 1.08 | % | | | 0.09 | % | | | 1.28 | % | | | 36.43 | % |
Year Ended March 31, 2005 | | | 11.33 | | | | 0.01 | | | | 1.02 | | | | 1.03 | | | | (0.01 | ) | | | (0.93 | ) | | | (0.94 | ) | | | 11.42 | | | | 9.08 | % | | | 38,377 | | | | 1.18 | % | | | 0.10 | % | | | 1.38 | % | | | 39.77 | % |
Year Ended March 31, 2004 | | | 9.06 | | | | 0.01 | | | | 2.60 | | | | 2.61 | | | | (0.01 | ) | | | (0.33 | ) | | | (0.34 | ) | | | 11.33 | | | | 29.00 | % | | | 33,600 | | | | 1.19 | % | | | 0.09 | % | | | 1.39 | % | | | 39.64 | % |
Period Ended March 31, 2003 (d) | | | 10.00 | | | | 0.02 | | | | (0.94 | ) | | | (0.92 | ) | | | (0.02 | ) | | | — | | | | (0.02 | ) | | | 9.06 | | | | (9.20 | %)(a) | | | 31,260 | | | | 1.21 | %(b) | | | 0.32 | %(b) | | | 1.43 | %(b) | | | 34.11 | %(a) |
|
Income Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended March 31, 2007 | | $ | 9.57 | | | $ | 0.41 | | | $ | 0.13 | | | $ | 0.54 | | | $ | (0.41 | ) | | $ | — | | | $ | (0.41 | ) | | $ | 9.70 | | | | 5.73 | % | | $ | 94,007 | | | | 0.69 | % | | | 4.23 | % | | | 0.94 | % | | | 24.03 | % |
Year Ended March 31, 2006 | | | 9.77 | | | | 0.40 | | | | (0.20 | ) | | | 0.20 | | | | (0.40 | ) | | | — | | | | (0.40 | ) | | | 9.57 | | | | 2.01 | % | | | 97,809 | | | | 0.65 | % | | | 4.06 | % | | | 0.90 | % | | | 24.47 | % |
Year Ended March 31, 2005 | | | 10.19 | | | | 0.38 | | | | (0.42 | ) | | | (0.04 | ) | | | (0.38 | ) | | | — | | | | (0.38 | ) | | | 9.77 | | | | (0.39 | %) | | | 97,675 | | | | 0.69 | % | | | 3.82 | % | | | 0.94 | % | | | 14.91 | % |
Year Ended March 31, 2004 | | | 10.21 | | | | 0.36 | | | | (0.02 | ) | | | 0.34 | | | | (0.36 | ) | | | — | (e) | | | (0.36 | ) | | | 10.19 | | | | 3.43 | % | | | 61,481 | | | | 0.73 | % | | | 3.56 | % | | | 0.98 | % | | | 43.76 | % |
Period Ended March 31, 2003 (d) | | | 10.00 | | | | 0.29 | | | | 0.25 | | | | 0.54 | | | | (0.29 | ) | | | (0.04 | ) | | | (0.33 | ) | | | 10.21 | | | | 5.47 | %(a) | | | 59,724 | | | | 0.82 | %(b) | | | 3.88 | %(b) | | | 1.07 | %(b) | | | 7.47 | %(a) |
|
Tax-Exempt Income Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended March 31, 2007 | | $ | 9.74 | | | $ | 0.32 | | | $ | 0.05 | | | $ | 0.37 | | | $ | (0.32 | ) | | $ | (0.02 | ) | | $ | (0.34 | ) | | $ | 9.77 | | | | 3.80 | % | | $ | 18,870 | | | | 0.92 | % | | | 3.23 | % | | | 1.32 | % | | | 26.17 | % |
Year Ended March 31, 2006 | | | 9.89 | | | | 0.33 | | | | (0.13 | ) | | | 0.20 | | | | (0.33 | ) | | | (0.02 | ) | | | (0.35 | ) | | | 9.74 | | | | 2.07 | % | | | 21,350 | | | | 0.82 | % | | | 3.36 | % | | | 1.26 | % | | | 11.64 | % |
Year Ended March 31, 2005 | | | 10.22 | | | | 0.35 | | | | (0.25 | ) | | | 0.10 | | | | (0.35 | ) | | | (0.08 | ) | | | (0.43 | ) | | | 9.89 | | | | 0.98 | % | | | 21,728 | | | | 0.87 | % | | | 3.46 | % | | | 1.37 | % | | | 18.11 | % |
Year Ended March 31, 2004 | | | 10.18 | | | | 0.36 | | | | 0.08 | | | | 0.44 | | | | (0.36 | ) | | | (0.04 | ) | | | (0.40 | ) | | | 10.22 | | | | 4.41 | % | | | 18,660 | | | | 0.83 | % | | | 3.52 | % | | | 1.33 | % | | | 9.11 | % |
Period Ended March 31, 2003 (d) | | | 10.00 | | | | 0.26 | | | | 0.21 | | | | 0.47 | | | | (0.26 | ) | | | (0.03 | ) | | | (0.29 | ) | | | 10.18 | | | | 4.75 | %(a) | | | 19,154 | | | | 0.86 | %(b) | | | 3.58 | %(b) | | | 1.27 | %(b) | | | 8.54 | %(a) |
|
| | |
* | | Excludes sales and redemption charges. |
|
** | | During the period certain fees were reduced. If such fee reductions had not occurred, the ratios would have been as indicated. |
|
(a) | | Not annualized. |
|
(b) | | Annualized. |
|
(c) | | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares issued. |
|
(d) | | For the period July 15, 2002 through March 31, 2003. |
|
(e) | | Amount is less than $0.005. |
See notes to financial statements.
13
SIGNAL FUNDS
Notes to Financial Statements — March 31, 2007
1. Organization:
The Coventry Group (the “Group”) was organized on January 8, 1992 as a Massachusetts business trust, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Group contains the following Signal Funds (individually a “Fund,” collectively the “Funds”):
| | |
Fund Legal Name | | Short Name |
Signal Large Cap Growth Fund | | Large Cap Growth Fund |
Signal Income Fund | | Income Fund |
Signal Tax-Exempt Income Fund | | Tax-Exempt Income Fund |
Financial statements for all other series of the Group are published separately.
The Funds are each authorized to issue Class A and Class I Shares. On August 1, 2005, net assets of the Class B Shares of the Funds were exchanged in a tax-free conversion for Class A Shares. The following is a summary of the shares converted and net assets converted.
| | | | | | | | |
| | Shares Converted | | Net Assets Converted |
Large Cap Growth Fund | | | 12,479 | | | $ | 150,626 | |
Income Fund | | | 2,527 | | | | 24,754 | |
Tax-Exempt Income Fund | | | 3,741 | | | | 37,129 | |
Under the Group’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Group. In addition, in the normal course of business, the Group may enter into contracts with their vendors and others that provide for general indemnifications. Each Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect that risk of loss to be remote.
2. Significant Accounting Policies:
The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements. The policies are in conformity with generally accepted accounting principles (“GAAP”) in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that may affect the reported amounts of income and expenses for the period. Actual results could differ from those estimates.
Securities Valuation:
The value of each equity security is based either on the last sale price on a national securities exchange, or in the absence of recorded sales, at the closing bid prices on such exchanges, or at the quoted bid price in the over-the-counter market. Equity securities traded on the NASDAQ stock market are valued at the NASDAQ official closing price.
Bonds and other fixed income securities (other than short-term obligations but including listed issues) are valued on the basis of valuations furnished by a pricing service, the use of which has been approved by the Group’s Board of Trustees. In making such valuations, the pricing service utilizes both dealer-supplied valuations and electronic data processing techniques which take into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, and trading characteristics other than market data and without exclusive reliance upon quoted prices or exchanges or over-the-counter prices, since such valuations are believed to reflect more accurately the fair value of such securities. All short-term debt portfolio securities with a remaining maturity of 60 days or less and securities held in the Money Market Fund are valued at amortized cost, which approximates market value. Under the amortized cost method, discount or premium, if any, is accreted or amortized, respectively, on a constant (straight-line) basis to the maturity of the security.
continued
14
SIGNAL FUNDS
Notes to Financial Statements — March 31, 2007
Securities or other assets for which market quotations are not readily available (e.g., an approved pricing service does not provide a price, a furnished price is in error, certain stale prices, or an event occurs that materially affects the furnished price) are valued at fair value as determined in good faith by or at the direction of the Group’s Board of Trustees.
New Accounting Pronouncements:
On July 13, 2006 the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 (“FIN 48”), “Accounting for the Uncertainty of Income Taxes”. FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Funds’ tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet a more-likely-than-not threshold would be booked as a tax expense in the current year and recognized as: a liability for unrecognized tax benefits; a reduction of an income tax refund receivable; a reduction of deferred tax asset; an increase in deferred tax liability; or a combination thereof. Adoption of FIN 48 is required no later than the last business day of the first financial statement reporting period for fiscal years beginning after December 15, 2006. At this time, management is evaluating the implications of FIN 48 and its impact on the Funds’ financial statements has not yet been determined.
In September 2006, the FASB issued Statement on Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements.” This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current accounting principles generally accepted in the United States of America from the application of this Statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As of March 31, 2007, the Funds do not believe the adoption of SFAS No. 157 will impact the financial statement amounts; however, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements on changes in net assets.
Repurchase Agreements:
The Funds may enter into repurchase agreements with banks or broker-dealers that Signal Capital Management, Inc., (the “Adviser”), a wholly owned subsidiary of Old National Trust Company, deems creditworthy. The repurchase price generally equals the price paid by a 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, is required to maintain the collateral held pursuant to the agreement, with a market value equal to or greater than the repurchase price (including accrued interest). Collateral subject to repurchase agreements is held by the Funds’ custodian or another qualified custodian or in the Federal Reserve/Treasury book-entry system. If the counterpart defaults and the fair value of the collateral declines, realization of the collateral by the Funds may be delayed or limited.
Security Transactions and Related Income:
Changes in holdings of portfolio securities shall be reflected no later than in the first calculation on the first business day following the trade date. However, for financial reporting purposes, portfolio security transactions are reported on trade date. Interest income is recognized on the accrual basis and includes, where applicable, the amortization of premium or discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds. Income and realized and unrealized gains and losses on investments are allocated to each class of shares based upon relative net assets or other appropriate basis.
Expenses:
Expenses directly attributable to a Fund are charged directly to the Fund. Expenses relating to the Group are allocated proportionately to each Fund within the Group according to the relative net assets of each Fund or on another reasonable basis. Each class of shares bears its respective pro-rata portion of the expenses, except that each class separately bears expenses related specifically to that class, such as distribution fees.
continued
15
SIGNAL FUNDS
Notes to Financial Statements — March 31, 2007
Dividends to Shareholders:
Dividends from net investment income, if any, are declared daily and paid monthly for all of the Funds, except the Large Cap Growth Fund. Dividends for the Large Cap Growth Fund are declared and distributed quarterly. Dividends from net realized gains, if any, are declared and distributed annually for all Funds.
The amounts of dividends from net investment income and of distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These ‘’book/tax’’ differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. To the extent dividends exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital.
Federal Income Taxes:
Each Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in Subchapter M of the Internal Revenue Code, and to make distributions from net investment income and from net realized capital gains sufficient to relieve it from all, or substantially all, federal income and excise taxes.
3. Related Party Transactions:
Investment Adviser:
The Funds and the Adviser are parties to an Investment Advisory Agreement under which the Adviser is entitled to receive an annual fee, computed daily and paid monthly, equal to the average daily net assets of each Fund, at the following annual percentage rates:
| | | | |
Name | | Fee Rate* |
|
Large Cap Growth Fund | | | 0.75 | % |
Income Fund | | | 0.50 | % |
Tax-Exempt Income Fund | | | 0.50 | % |
| | |
* | | The Adviser contractually waived fees during the year. With these contractual fee waivers by the Adviser, net advisory fees for the Funds on an annual basis are 0.55% for the Large Cap Growth Fund, 0.25% for the Income Fund, 0.10% for the Tax-Exempt Income Fund. |
Administration:
The Funds and BISYS Fund Services Ohio, Inc. (“BISYS Ohio” or the “Administrator”), a wholly owned subsidiary of The BISYS Group, Inc., are parties to an Administration Agreement under which the Administrator provides services for a fee that is computed daily and paid monthly at an annual rate of 0.14% of the average daily net assets of the Funds. Certain officers and trustees of the Group are also employees of the Administrator and are paid no fees directly by the Funds for serving as officers of the Group, except to the Chief Compliance Officer (the “CCO”). BISYS Ohio also provides fund accounting and transfer agency services to the Funds pursuant to certain fee arrangements. For transfer agency services, BISYS Ohio receives a fee based on the number of shareholders of record and reimbursement of certain expenses. For fund accounting, BISYS Ohio receives a fee from each Fund for such services equal to an annual rate of three one-hundredths of one percent (.03%) of that Funds’ average daily net assets, subject to certain minimums.
Under a Compliance Services Agreement between the Funds and BISYS Ohio (the “CCO Agreement”), BISYS Ohio makes an employee available to serve as the Funds’ CCO. Under the CCO Agreement, BISYS Ohio also provides infrastructure and support in implementing the written policies and procedures comprising the Funds’ compliance program, including support services to the CCO. For the services provided under the CCO Agreement, the Funds paid BISYS Ohio $17,084 for the year ended March 31, 2007, plus certain out of pocket expenses. BISYS Ohio pays the salary and other compensation earned by any such individuals as employees of BISYS Ohio.
Pursuant to a Sub-Administration agreement, the Adviser provides certain administration services to the Funds. For their services, the Adviser is entitled to a fee payable by the Administrator of 0.05% for each Fund.
continued
16
SIGNAL FUNDS
Notes to Financial Statements – March 31, 2007
Distribution:
The Funds and BISYS Fund Services Limited Partnership (the “Distributor”), a wholly owned subsidiary of The BISYS Group, Inc., are parties to a Distribution Agreement under which shares of the Funds are sold on a continuous basis. The Group has adopted a Service and Distribution Plan for Class A shares pursuant to Rule 12b-1 under the 1940 Act under which the Class A shares of each fund are authorized to pay the Distributor for payments it makes to banks, other institutions and broker-dealers, and for expenses the Distributor and any of its affiliates incur for providing distribution or shareholder service assistance to the Funds. The calculated annual rate will not exceed 0.25% of the average daily net asset value of Class A shares.
For the year ended March 31, 2007, the Distributor received $1,062 from commissions earned on sales of Class A shares, none of which the Distributor re-allowed to affiliated broker-dealers of the Funds.
There is no initial sales charge on purchases of $1 million or more of the Class A Shares of the Funds. However, a contingent deferred sales charge (“CDSC”) will be charged to the shareholder if shares are redeemed in the first 18 months after purchase. The Funds collected no CDSC fees on Class A Shares during the year ended March 31, 2007.
4. Purchases and Sales of Securities:
Purchases and sales of investment securities, excluding short-term and U.S. government securities, for the year ended March 31, 2007, totaled:
| | | | | | | | |
| | Purchases | | Sales |
| | |
Large Cap Growth Fund | | $ | 13,669,611 | | | $ | 13,750,144 | |
Income Fund | | | 21,944,963 | | | | 23,856,473 | |
Tax-Exempt Income Fund | | | 5,027,911 | | | | 7,515,869 | |
5. Federal Income Tax Information:
At March 31, 2007, the cost, gross unrealized appreciation and gross unrealized depreciation on securities, for federal income tax purposes, were as follows:
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Net Unrealized |
| | | | | | Tax Unrealized | | Tax Unrealized | | Appreciation |
Fund | | Tax Cost | | Appreciation | | (Depreciation) | | (Depreciation) |
|
Large Cap Growth Fund | | $ | 30,022,354 | | | $ | 9,109,678 | | | $ | (470,838 | ) | | $ | 8,638,840 | |
Income Fund | | | 94,286,081 | | | | 383,320 | | | | (1,082,803 | ) | | | (699,483 | ) |
Tax-Exempt Income Fund | | | 18,701,573 | | | | 274,042 | | | | (64,909 | ) | | | 209,133 | |
The tax character of distributions paid during the fiscal year ended March 31, 2007 were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Distributions paid from | | | | | | |
| | | | | | Net Long Term | | Total Taxable | | Tax Exempt | | Total Distributions |
Fund | | Ordinary Income | | Capital Gains | | Distributions | | Distributions | | Paid1 |
|
Large Cap Growth Fund | | $ | 177,970 | | | $ | 3,816,699 | | | $ | 3,994,669 | | | $ | — | | | $ | 3,994,669 | |
Income Fund | | | 4,023,754 | | | | — | | | | 4,023,754 | | | | — | | | | 4,023,754 | |
Tax-Exempt Income Fund | | | 4,666 | | | | 39,909 | | | | 44,575 | | | | 646,010 | | | | 690,585 | |
The tax character of distributions paid during the fiscal year ended March 31, 2006 were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Distributions paid from | | | | | | |
| | | | | | Net Long Term | | Total Taxable | | Tax Exempt | | Total Distributions |
Fund | | Ordinary Income | | Capital Gains | | Distributions | | Distributions | | Paid1 |
|
Large Cap Growth Fund | | $ | 58,614 | | | $ | 2,454,901 | | | $ | 2,513,515 | | | $ | — | | | $ | 2,513,515 | |
Income Fund | | | 4,028,378 | | | | — | | | | 4,028,378 | | | | — | | | | 4,028,378 | |
Tax-Exempt Income Fund | | | 6,909 | | | | 48,928 | | | | 55,837 | | | | 743,148 | | | | 798,985 | |
| | |
1 | Total distributions paid may differ from the amount reported in the Statement of Changes in Net Assets because for tax purposes distributions are recognized when actually paid. |
continued
17
SIGNAL FUNDS
Notes to Financial Statements – March 31, 2007
As of March 31, 2007 the components of accumulated earnings/(deficit) on a tax basis were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total |
| | Undistributed | | Undistributed | | Undistributed | | | | | | | | | | Accumulated | | Unrealized | | Accumulated |
| | Tax Exempt | | Ordinary | | Long-Term | | Accumulated | | Distributions | | Capital and | | Appreciation | | Earnings |
Fund | | Income | | Income | | Capital Gains | | Earnings | | Payable | | Other Losses | | (Depreciation)2 | | (Deficit) |
|
Large Cap Growth Fund | | $ | — | | | $ | 22,988 | | | $ | 2,222,768 | | | $ | 2,245,756 | | | $ | (22,989 | ) | | $ | — | | | $ | 8,638,840 | | | $ | 10,861,607 | |
Income Fund | | | — | | | | 303,279 | | | | — | | | | 303,279 | | | | (303,274 | ) | | | (493,579 | ) | | | (699,483 | ) | | | (1,193,057 | ) |
Tax-Exempt Income Fund | | | 48,567 | | | | 1,731 | | | | 8,307 | | | | 58,605 | | | | (48,567 | ) | | | — | | | | 209,133 | | | | 219,171 | |
| | |
2 | The differences between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to: the return of capital adjustments from real estate investment trusts. |
As of March 31, 2007, the following Funds had net capital loss carryforwards, which are available to offset future realized gains.
| | | | | | | | |
| | Amount | | Expires |
Income Fund | | $ | 70,328 | | | | 2012 | |
| | | 222,752 | | | | 2014 | |
| | | 190,504 | | | | 2015 | |
Under current tax law, capital losses realized after October 31 of a Fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The following Fund had deferred post October capital losses, which will be treated as arising on the first business day of the fiscal year ending March 31, 2008:
| | | | |
| | Post-October Loss |
Income Fund | | $ | 9,995 | |
6. Subsequent Event:
Pursuant to a plan of reorganization, the shareholders of the Funds approved a merger into the Goldman Sachs Trust. The reorganization occured on April 30, 2007.
18
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of
The Signal Funds:
We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of the Signal Funds (comprised of the Signal Large Cap Growth Fund, Signal Income Fund and Signal Tax-Exempt Fund) (collectively, the “Funds”) as of March 31, 2007, and the related statements of operations for the year then ended, and the statements of changes in net assets and financial highlights for each of the two years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights presented herein for each of the three years or periods in the period ended March 31, 2005, were audited by other auditors. Those auditors expressed an unqualified opinion on those financial highlights in their report dated May 20, 2005.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2007, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Signal Funds at March 31, 2007, the results of their operations for the year then ended, and the changes in their net assets and financial highlights for each of the two years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Columbus, Ohio
May 24, 2007
19
SIGNAL FUNDS
Additional Information – March 31, 2007 (unaudited)
1. Other Federal Tax Information:
During the fiscal year ended March 31, 2007, the Funds declared long-term realized gain distributions in the following amounts:
| | | | |
| | 15% Capital Gains |
Large Cap Growth Fund | | $ | 3,816,699 | |
Tax-Exempt Income Fund | | | 39,909 | |
For the fiscal year ended March 31, 2007, the following percentage of the total ordinary income distributions paid by the Funds qualify for the distributions received deduction available to corporate shareholders.
| | | | |
| | Distributions Received Deduction |
Large Cap Growth Fund | | | 100 | % |
Income Fund | | | 1 | % |
For the fiscal year ended March 31, 2007, distributions paid by the Funds may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Growth Tax Relief Reconciliation Act of 2003. The Funds intend to designate the maximum amount allowable as taxed at a maximum rate of 15%. Complete information will be reported in conjunction with your 2007 Form 1099-DIV.
| | | | |
| | Qualified Divided Income |
Large Cap Growth Fund | | | 100 | % |
Income Fund | | | 1 | % |
2. Expense Comparison:
As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases, (2) ongoing costs, including management fees; distribution fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2006 through March 31, 2007.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | | | | | | | | |
| | | | Beginning Account | | Ending Account | | Expense Paid | | Expense Ratio | | | | |
| | | | Value | | Value | | During Period* | | During Period | | | | |
| | | | 10/1/06 | | 3/31/07 | | 10/1/06 - 3/31/07 | | 10/1/06 - 3/31/07 | | | | |
| | |
Large Cap Growth Fund | | Class A | | $ | 1,000.00 | | | $ | 1,075.30 | | | $ | 7.24 | | | | 1.40 | % | | | | |
| | Class I | | | 1,000.00 | | | | 1,076.80 | | | | 5.95 | | | | 1.15 | % | | | | |
| | |
Income Fund | | Class A | | | 1,000.00 | | | | 1,024.00 | | | | 4.95 | | | | 0.98 | % | | | | |
| | Class I | | | 1,000.00 | | | | 1,025.30 | | | | 3.69 | | | | 0.73 | % | | | | |
| | |
Tax-Exempt Income Fund | | Class A | | | 1,000.00 | | | | 1,010.40 | | | | 5.96 | | | | 1.19 | % | | | | |
| | Class I | | | 1,000.00 | | | | 1,012.70 | | | | 4.72 | | | | 0.94 | % | | | | |
| | |
20
SIGNAL FUNDS
Additional Information – March 31, 2007 (unaudited)
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on each Fund’s expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | | | | | | | | |
| | | | Beginning Account | | Ending Account | | Expense Paid | | Expense Ratio | | | | |
| | | | Value | | Value | | During Period* | | During Period | | | | |
| | | | 10/1/06 | | 3/31/07 | | 10/1/06 - 3/31/07 | | 10/1/06 - 3/31/07 | | | | |
|
Large Cap Growth Fund | | Class A | | $ | 1,000.00 | | | $ | 1,017.95 | | | $ | 7.04 | | | | 1.40 | % | | | | |
| | Class I | | | 1,000.00 | | | | 1,019.20 | | | | 5.79 | | | | 1.15 | % | | | | |
|
Income Fund | | Class A | | | 1,000.00 | | | | 1,020.04 | | | | 4.94 | | | | 0.98 | % | | | | |
| | Class I | | | 1,000.00 | | | | 1,021.29 | | | | 3.68 | | | | 0.73 | % | | | | |
|
Tax-Exempt Income Fund | | Class A | | | 1,000.00 | | | | 1,019.00 | | | | 5.99 | | | | 1.19 | % | | | | |
| | Class I | | | 1,000.00 | | | | 1,020.24 | | | | 4.73 | | | | 0.94 | % | | | | |
|
| | |
* | | Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent half-year divided by the number of days in the fiscal year. |
21
SIGNAL FUNDS
Additional Information – March 31, 2007 (unaudited)
Results of Special Meeting of Shareholders
A special meeting of the shareholders (the “Meeting”) of The Coventry Group (the “Group”) was held on April 27, 2007. The Funds are separate investment series of the Group. The Meeting was held to approve an Agreement and Plan of Reorganization, dated as of February 8, 2007 (the “Reorganization Agreement”), by and between Coventry Group and the Goldman Sachs Trust (“GST”), relating to the reorganization of each of the Signal Funds into a corresponding fund and share class (as listed below) of GST (each a “GST Fund” and, together, the “GST Funds”).
Proposal 1:
| | |
Signal Large Cap Growth Fund | | Goldman Sachs Structured Large Cap Growth Fund |
Class A Shares | | Class A Shares |
Class I Shares | | Institutional Shares |
| | | | | | | | | | | | | | | | |
| | | | | | Number | | % of | | % of |
Fund | | | | | | of Shares | | Outstanding Shares | | Shares Present |
Signal Large Cap Growth Fund | | Affirmative | | | 3,173,132 | | | | 94.204 | % | | | 100.000 | % |
| | Against | | | .000 | | | | .000 | % | | | .000 | % |
| | Abstain | | | .000 | | | | .000 | % | | | .000 | % |
| | Total | | | 3,173,132 | | | | 94.204 | % | | | 100.000 | % |
Proposal 2:
| | |
Signal Income Fund | | Goldman Sachs Core Fixed Income Fund |
Class A Shares | | Class A Shares |
Class I Shares | | Institutional Shares |
| | | | | | | | | | | | | | | | |
| | | | | | Number | | % of | | % of |
Fund | | | | | | of Shares | | Outstanding Shares | | Shares Present |
Signal Income Fund | | Affirmative | | | 9,673,701 | | | | 98.841 | % | | | 100.000 | % |
| | Against | | | .000 | | | | .000 | % | | | .000 | % |
| | Abstain | | | .000 | | | | .000 | % | | | .000 | % |
| | Total | | | 9,673,701 | | | | 98.841 | % | | | 100.000 | % |
Proposal 3:
| | |
Signal Tax-Exempt Income Fund | | Goldman Sachs Municipal Income Fund |
Class A Shares | | Class A Shares |
Class I Shares | | Institutional Shares |
| | | | | | | | | | | | | | | | |
| | | | | | Number | | % of | | % of |
Fund | | | | | | of Shares | | Outstanding Shares | | Shares Present |
Signal Tax-Exempt Income Fund | | Affirmative | | | 1,910,248 | | | | 99.153 | % | | | 100.000 | % |
| | Against | | | .000 | | | | .000 | % | | | .000 | % |
| | Abstain | | | .000 | | | | .000 | % | | | .000 | % |
| | Total | | | 1,910,248 | | | | 99.153 | % | | | 100.000 | % |
22
SIGNAL FUNDS
Investment Advisory Contract Approval – March 31, 2007 (unaudited)
THE ANNUAL CONSIDERATION BY THE BOARD OF TRUSTEES OF THE CONTINUATION OF THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUNDS AND SIGNAL CAPITAL MANAGEMENT, INC. (THE “ADVISER”)
In accordance with the Investment Company Act of 1940, the Board of Trustees of the Funds is required, on an annual basis, to consider the continuation of the Investment Advisory Agreement with the Adviser, and this must take place at an in-person meeting of the Board. The relevant provisions of the Investment Company Act of 1940 specifically provide that it is the duty of the Board to request and evaluate such information as the Board determines is necessary to allow them to properly consider the continuation of the Investment Advisory Agreement, and it is the duty of the Adviser to furnish the Trustees with such information that is responsive to their request. Accordingly, in determining whether to renew the Investment Advisory Agreement, the Board of Trustees requested, and the Adviser provided, information and data relevant to the Board’s consideration. This included materials that provided the Board with information regarding the investment performance of the Funds and information regarding the fees and expenses of the Funds, as compared to other similar mutual funds. As part of its deliberations, the Board also considered and relied upon the information about the Funds and the Adviser that had been provided to them throughout the year in connection with their regular Board meetings at which they engage in the ongoing oversight of the Funds and their operations.
The Board of Trustees most recently considered the continuation of the Investment Advisory Agreement at their in-person meeting held on February 14-15, 2007. Although the Board undertook the process of renewing the Investment Advisory Agreement, it noted: (1) the proposed reorganization transaction involving the Funds and certain series of the Goldman Sachs Trust, which was scheduled to be completed on or before April 27, 2007; and (2) the proposed liquidation of the Signal Money Market Fund, which was scheduled to be completed on or before February 28, 2007. The Board conducted its customary, albeit abbreviated, review process out of an abundance of caution in case the reorganization and or liquidation were delayed, thereby necessitating the provision of continuing investment advisory services beyond the current term of the Investment Advisory Agreement.
The Board directly with representatives of the Adviser via telephone and used materials submitted by the Adviser to review various factors with them concerning the proposed continuation of the Investment Advisory Agreement. The Board compared the advisory fees of each Fund to the advisory fees of its peers, finding that the advisory fees for each of the Funds were reasonable, and with the effect of contractual fee waivers, below the average fund advisory fee when compared to a Lipper-universe industry average for other funds of similar size and investment objective. While the advisory contract does not expressly provide fee break points, which would tend to enable the Funds to share in the economies of scale enjoyed by the Adviser, given the small size of the Funds and the presence of contractual fee waivers, on balance, the Funds enjoy a similar benefit. The Board found the range of investment advisory services provided by the Adviser to the Funds and the level and quality of these services to be reasonable. The Board also considered the services that the Adviser performs in its capacity as the sub-administrator for the Funds, and the benefits to the Funds and their shareholders that result from the Adviser providing these sub-administration services. The Board members took note of the fact that the sub-administration fees provide additional revenue to the Adviser but that the Adviser provides valuable and useful services for the fees paid. The Board also reviewed financial information concerning the Adviser relating to the operation of the Funds, noting the overall profitability of the relationship with the Funds to the Adviser, which was found to be consistent with industry standards, and the financial soundness of the Adviser as demonstrated by the financial information provided was also noted. The Board further reviewed the Adviser’s brokerage practices, including soft dollar arrangements, and its best-execution procedures, and it was noted that although only two brokers were used, the execution and fees were reasonable and consistent with standard industry practice. The Board also considered information regarding the fees that the Adviser charges other clients for investment advisory services that are similar to the advisory services provided to the Funds and noted that the fees were within a range of reasonable fees when based on the relevant circumstances of the types of accounts involved. The Board also noted that Signal Capital Management does not intend to manage or engage a sub-adviser to manage the Signal Money Market Fund after its expected liquidation date of February 28, 2007.
In reaching their conclusion with respect to the continuation of the Investment Advisory Agreement for each of the Funds, the Trustees did not identify any single factor. Rather, the Board took note of a combination of factors that influenced their decision making process. The Board did, however, note the fact that the Adviser has waived a portion of its investment advisory fee with respect to each of the Funds since their inception in order to help reduce the operating expense ratio of each of the Funds and they took further notice of the Adviser’s undertaking to continue waiving a portion of its investment advisory fee for each of the Funds for the current fiscal year of the Funds. Based upon their review and consideration of these factors and other matters deemed relevant by the Board in reaching an informed business judgment, a majority of the Board of Trustees, including a majority of the Independent Trustees, concluded that the terms of the Investment Advisory Agreement are fair and reasonable and the Board voted to renew the Investment Advisory Agreement for an additional one-year period.
23
SIGNAL FUNDS
Trustees and Officers – March 31, 2007 (unaudited)
Trustees who are deemed “interested persons,” as defined in the Investment Company Act of 1940, are included in the table titled, “Interested Trustees.” Trustees who are not interested persons are referred to as Independent Trustees. The Fund’s Statement of Additional Information includes additional information about the Funds’ Trustees and is available, without charge and upon request, by calling 1-800-468-0347.
| | | | | | | | | | | | |
Name, Address | | | | Term of Office** | | | | Number of Funds | | |
Age | | Positions(s) Held | | and Length of | | Principal Occupation(s) | | in Fund Complex | | Other Directorships |
| | with the Funds | | Time Served | | During Past Five Years | | Overseen by Trustee | | Held by Trustee |
|
INTERESTED TRUSTEES* | | | | | | | | | | |
Walter B. Grimm 3435 Stelzer Road Columbus, Ohio 43219 Age: 61 | | Trustee | | Since 1996 | | Co-Owner, Leigh Investments, Inc. (Real Estate), 1/06 to present; Employee of BISYS Fund Services, 6/92 to 9/05 | | 12 | | | | American Performance Funds; Legacy Funds Group; Performance Funds Trust |
| | | | | | | | | | | | |
INDEPENDENT TRUSTEES | | | | | | | | | | |
| | | | | | | | | | | | |
Maurice G. Stark 3435 Stelzer Road Columbus, Ohio 43219 Age: 71 | | Trustee | | Since 1992 | | Consultant, (part-time) Battelle Memorial Institute, 1/95 to present. | | 12 | | | | The Coventry Fund Trust |
| | | | | | | | | | | | |
Michael M. Van Buskirk 3435 Stelzer Road Columbus, Ohio 43219 Age: 60 | | Trustee | | Since 1992 | | Chief Executive Officer, Ohio Bankers Assoc. (industry trade association), 5/91 to present. | | 12 | | | | The Coventry Fund Trust |
| | | | | | | | | | | | |
Diane Armstrong 3435 Stelzer Road Columbus, Ohio 43219 Age: 42 | | Trustee | | Since 2004 | | Principal of King Dodson Armstrong Financial Advisors, Inc., 8/03 to present; Director of Financial Planning, Hamilton Capital Management, 4/00 to 8/03. | | 12 | | | | The Coventry Fund Trust |
| | | | | | | | | | | | |
Dr. James Woodward 9201 University City Blvd. Road Charlotte, NC 28223 Age: 67 | | Trustee | | Since 1997 | | Chancellor Emeritus, University of North Carolina at Charlotte, 7/05 to present; Chancellor, University of North Carolina at Charlotte, 7/98 to 7/05. | | 12 | | | | The Coventry Fund Trust |
| | | | | | | | | | | | |
OFFICERS WHO ARE NOT TRUSTEES | | | | | | | | | | |
| | | | | | | | | | | | |
R. Jeffrey Young 3435 Stelzer Road Columbus, Ohio 43219 Age: 42 | | President | | Since 1999 | | Employee of BISYS Fund Services, 10/93 to present. | | | | | | |
| | | | | | | | | | | | |
Linda A. Durkin 3435 Stelzer Road Columbus, Ohio 43219 Age: 46 | | Treasurer | | Since 2006 | | Employee of BISYS Fund Services, 9/06 to present; employee of Investors Bank and Trust, 2/06 to 9/06; employee of RR Donnelley, 6/03 to 1/06; Vice President — Director of Fund Administration at Mercantile-Safe Deposit and Trust Co., 5/93 to 6/02. | | | | | | |
| | | | | | | | | | | | |
Timothy Bresnahan 3435 Stelzer Road Columbus, Ohio 43219 Age: 38 | | Secretary | | Since 2005 | | From February 2005 to present, Associate Counsel, BISYS Fund Services; from March 2004 to February 2005, Associate of the law firm of Greenberg Traurig; P.A. from October to March 2004, Legal Product Specialist, Deutsche Bank Asset Management, Inc.; from September, 2001 to February, 2003, Associate of the law firm Goodwin Procter, L.L.P. | | | | | | |
| | | | | | | | | | | | |
Eric B. Phipps 3435 Stelzer Road Columbus, Ohio 43219 Age: 35 | | Chief Compliance Officer | | Since 2006 | | Employee of BISYS Fund Services, 6/06 to present; employee of the United States Security and Exchange Commission, 10/04 to 5/06; employee for BISYS Fund Services as Director in Compliance Services, 12/95 to 10/04. | | | | | | |
| | |
* | | Mr. Grimm is considered to be an “interested person” of the Funds as defined in the Investment Company Act of 1940 due to his previous employment with BISYS Fund Services, the Funds’ distributor and administrator. |
|
** | | Trustees hold their position with the Funds until their resignation or removal. Officers hold their positions with the Funds until a successor has been duly elected and qualified. |
|
*** | | Curtis Barnes was elected Secretary on May 11, 2007 following the resignation of Timothy Bresnahan. |
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27
Domestic Equity Fund
Annual Report
March 31, 2007
| | |
| | |
Table of Contents | | Annual Report March 31, 2007 |
| | | | |
PathMaster Domestic Equity Fund | | | | |
Letter to Shareholders | | | 1 | |
Schedule of Portfolio Investments | | | 3 | |
Financial Statements | | | 4 | |
Financial Highlights | | | 6 | |
Notes to Financial Statements | | | 7 | |
| | | | |
Report of Independent Registered Public Accounting Firm | | | 10 | |
Additional Information | | | 11 | |
Information about Trustees and Officers | | | 14 | |
PathMaster Domestic Equity Fund
Dear Investors,
I am very pleased to report that the Path Master Domestic Equity Fund completed its first full year on a very strong note.
Over the long run, two primary factors—profits and interest rates—drive stock prices. The following commentary outlines my view on these two important topics
During the past year, profits of U.S. companies continued to grow, but at a lower rate of change from previous years. There are a few factors that can explain this slowdown in the growth rate. First, profit margins of U.S. companies have reached very high levels and as a result incremental profit gains are more difficult to obtain. Moreover, companies have begun to reduce capital spending which could be signaling a reduction in future economic and profit growth.
In addition, while consumer spending remained strong, the outlook for consumer spending has become cloudier through the past 12 months. Factors contributing to the uncertain outlook include a rise in “sub-prime” mortgage delinquencies and a slowdown in housing prices. On the bright side, employment levels remain high and interest rates remain low.
From an interest rate perspective, rates continue to be near all-time lows (traditionally equities perform well when rates are low). The Federal Reserve has the difficult assignment of setting rates at a level that balances the desire for economic growth and low inflation. Inflation has become a primary concern as commodity and raw materials prices are at historically high levels and U.S . productivity increases are showing a slowdown.
For the period ended March 31, 2007, the Pathmaster Domestic Equity Fund outperformed the Fund’s benchmark, the Russell 3000® Index1. For the 12 month period, the Fund had a 11.35% (I Shares) total return versus the 11.28% total return for the index.
Over the past 12 months, the U.S. Stock market, as measured by the broad-based Russell 3000® Index (the Fund’s benchmark), gained 11.28%, driven by 17.13% increase in the Russell Midcap® Value Index1 and a 16.83% increase in the Russell 1000® Value Index1. Over this period, PathMaster slightly outperformed the index due to considerable exposure to the value style, especially large and mid cap value. It slowly increased exposure to large and mid cap growth by the end of the 12 months, anticipating a possible shift in the market to the less economically sensitive, earnings-driven growth stocks. Since inception, the Fund has outperformed its benchmark 13.15% (I Shares) to 12.71%. We continue to believe that even small changes in asset allocation can have a big impact on an investor’s returns, and are pleased with the results of our investment approach.
BROAD BASED MARKET COMPARISON1
12 Month Total Returns Ended March 31, 2007
| | | | | | | | | | | | |
| | | | | | Russell | | Russell Large |
| | Russell 2000® | | Midcap® | | Cap Growth® |
| | index | | index | | index |
|
Value | | | 10.38 | % | | | 17.13 | % | | | 16.83 | % |
Growth | | | 1.56 | % | | | 6.90 | % | | | 7.06 | % |
The above past performance for the Russell indices is no indication of the future performance of either the PathMaster Domestic Equity Fund or the Russell indices. Current performance can be accessed by calling 888-494-8510 or going to the website, www.pathmasterfunds.com. The Russell Indices are unmanaged and do not reflect the fees and expenses associated with a mutual fund. Investors cannot invest directly in an index.
I personally thank you for your investment in the PathMaster Domestic Equity Fund. If you have any questions or require additional information, please call 1-877-942-8434.
Sincerely,

Richard C. O’Hara, CFA
Portfolio Manager
Investment Concerns: Equity securities (stocks) are more volatile and carry more risk than other forms of investments, including investments in high-grade fixed income securities. The net asset value per share of this Fund will fluctuate as the value of the securities in the portfolio changes. Common stocks, and funds investing in common stocks, generally provide greater return potential when compared with other types of investments.
| | |
1 | | The Russell 3000® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. The Russell 1000® Index consists of the 1,000 largest companies in the Russell 3000 Index, representing 89% of total market capitalization of the Russell 3000. It is not possible to invest directly in in any index. The Russell Midcap® Value Index measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. The stocks are also members of the Russell 1000® Value index. |
1
| | |
| | |
| | PathMaster Domestic Equity Fund |
Domestic Equity Fund | | March 31, 2007 |
Average Annual Return (unaudited)
| | | | | | | | | | | | |
| | Inception Date | | YTD | | One Year | | Since Inception |
|
I Shares | | 12/2/2005 | | | 2.33 | % | | 11.35% | | | 13.15 | % |
A Shares (with max. load of 5.0%) | | 1/17/2006 | | | -2.87 | % | | 5.60% | | | 7.78 | % |
C Shares (with max. Contingent Deferred Sales Charge of 1.0%) | | 1/17/2006 | | | 1.96 | % | | 10.17% | | | 11.65 | % |
Russell 3000® Index | | | | | 1.28 | % | | 11.28% | | | 12.71 | % |
|
Gross Expense Ratio (Class I/A/C) | | | | | | | | 2.35% / 2.60% / 3.35% | | | | |
Net Expense Ratio (Class I/A/C) | | | | | | | | 1.25% / 1.50% / 2.25% | | | | |
|
Past performance does not guarantee future results. The performance data quoted represents past performance, and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. To obtain performance information current to the most recent month-end, please call 1-877-942-8434.
Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemptions of fund shares.
Investment performance reflects contractual fee waivers in effect from December 2, 2005, which may be discontinued at any time. Without these fee waivers, the performance would have been lower.
Growth of $10,000
This chart assumes an initial investment of $10,000 made on December 2, 2005. Total Return is based on net change in N.A.V. (net asset value) assuming reinvestment of distributions. Returns shown on this page include the reinvestment of all dividends and other distributions.
The Fund’s performance is compared to the Russell 3000® Index which measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. The Index is unmanaged and does not reflect the fees and expenses associated with a mutual fund, such as investment management and fund accounting fees. Investors cannot invest directly in an index, although they can invest in the underlying securities.
2
| | |
| | |
| | PathMaster Domestic Equity Fund |
Schedule of Portfolio Investments | | March 31, 2007 |
Exchange Traded Mutual Funds (99.3%)
| | | | | | | | |
| | Shares/Principal | | | | |
| | Amount ($) | | | Value ($) | |
iShares Russell 1000® Growth Index Fund | | 78,678 | | | | 4,376,070 | |
iShares Russell 1000® Value Index Fund | | 72,698 | | | | 6,044,112 | |
iShares Russell 2000® Value Index Fund | | 30,425 | | | | 2,462,904 | |
iShares Russell 3000® Index Fund | | 7,305 | | | | 603,685 | |
iShares Russell Midcap® Growth Index Fund | | 19,720 | | | | 2,112,406 | |
iShares Russell Midcap® Value Index Fund | | 40,381 | | | | 6,184,754 | |
| | | | | | | |
| | | | | | | | |
Total Exchange Mutual Traded Funds (Cost $ 20,101,048) | | | | | | | 21,783,931 | |
| | | | | | | |
| | | | | | | | |
Cash Equivalents (2.3%) | | | | | | | | |
| | | | | | | | |
Brown Brothers Harriman Custodian Cash Sweep | | 512,178 | | | | 512,178 | |
| | | | | | | |
| | | | | | | | |
Total Cash Equivalents (Cost $512,178) | | | | | | | 512,178 | |
| | | | | | | |
| | | | | | | | |
Total Investments (Cost $20,613,226) — 101.6% | | | | | | | 22,296,109 | |
Liabilities in excess of other assets — (1.6)% | | | | | | | (361,271 | ) |
| | | | | | | |
| | | | | | | | |
NET ASSETS — 100.0% | | | | | | $ | 21,934,838 | |
| | | | | | | |
Representation of Portfolio of investments (unaudited)
iShares Russell Midcap® Value Index Fund 27.73% iShares Russell 1000® Value Index Fund 27.11% iShares Russell 1000® Growth Index Fund 19.63% iShares Russell 2000® Value Index Fund 11.05% iShares Russell Midcap® Growth Index Fund 9.47% iShares Russell 3000® Index Fund 2.71% Brown Brothers Harriman Custodian Cash Sweep 2.30% |
See Notes to Financial Statements
3
| | |
Financial Statements | | PathMaster Domestic Equity Fund |
Statement of Assets and Liabilities
| | | | |
March 31, 2007 | | | | |
Assets: | | | | |
Investments, at value (cost $20,613,226) | | $ | 22,296,109 | |
Interest and dividends receivable | | | 127 | |
Receivable for capital shares issued | | | 15,362 | |
Receivable from adviser | | | 26,697 | |
Prepaid expenses and other assets | | | 19,051 | |
| | | |
Total Assets | | | 22,357,346 | |
| | | | |
Liabilities: | | | | |
Distributions payable | | | 10,790 | |
Payable for investments purchased | | | 301,782 | |
Payable for capital shares redeemed | | | 38,929 | |
Accrued expenses and other payables: | | | | |
Administration | | | 727 | |
Transfer agency | | | 16,794 | |
Custodian | | | 2,515 | |
Chief compliance officer | | | 1,700 | |
Trustee | | | 17 | |
Shareholder servicing | | | 84 | |
Distribution | | | 1,337 | |
Other | | | 47,833 | |
| | | |
Total Liabilities | | | 422,508 | |
| | | |
| | | | |
Net Assets | | $ | 21,934,838 | |
| | | |
| | | | |
Composition of net Assets: | | | | |
Capital | | $ | 20,136,385 | |
Accumulated net investment loss | | | (432 | ) |
Accumulated net realized gains from investment transactions | | | 116,002 | |
Net unrealized appreciation from investments | | | 1,682,883 | |
| | | |
Net Assets | | $ | 21,934,838 | |
| | | |
Net Assets: | | | | |
Class I Shares | | $ | 16,629,186 | |
Class A Shares | | | 4,713,133 | |
Class C Shares | | | 592,519 | |
| | | |
Total net Assets | | $ | 21,934,838 | |
| | | |
Shares outstanding ($0.01 par value, unlimited shares authorized): | | | | |
Class I Shares | | | 1,445,368 | |
Class A Shares | | | 410,146 | |
Class C Shares | | | 51,698 | |
Net Asset Value, offering(a) and Redemption price per share: | | | | |
Class I Shares | | $ | 11.51 | |
Class A Shares | | | 11.49 | |
Class C Shares(b) | | | 11.46 | |
Maximum sales Charge: | | | | |
Class A Shares | | | 5.00 | % |
Maximum offering Price Per share (net Asset Value/(100%-Maximum sales Charge): | | | | |
Class A Shares | | $ | 12.09 | |
| | | |
| | |
(a) | | Except for Class A |
|
(b) | | Redemption price per share varies by length of time shares are held. |
Statement of Operations
| | | | |
For the year ended March 31, 2007 | | | | |
Investment income: | | | | |
Interest | | $ | 12,463 | |
Dividend | | | 268,893 | |
| | | |
Total investment income | | | 281,356 | |
| | | |
Expenses: | | | | |
Investment Adviser | | | 86,642 | |
Accounting | | | 51,735 | |
Administration | | | 46,542 | |
Distribution (Class A Shares) | | | 7,249 | |
Distribution (Class C Shares) | | | 3,054 | |
Shareholder servicing (Class C Shares) | | | 1,018 | |
Custodian | | | 15,779 | |
Legal | | | 43,078 | |
Printing | | | 31,557 | |
Transfer agency | | | 110,523 | |
Chief compliance officer | | | 20,133 | |
Trustee | | | 3,034 | |
Offering | | | 23,333 | |
Other | | | 47,963 | |
| | | |
Total expenses before fee reductions | | | 491,640 | |
Fees reduced by the Investment Adviser | | | (299,230 | ) |
| | | |
Net Expenses | | | 192,410 | |
| | | |
Net investment income | | | 88,946 | |
| | | |
| | | | |
Net Realized/Unrealized Gains from investments: | | | | |
Net realized gains from investment transactions | | | 270,602 | |
Change in unrealized appreciation/depreciation from investments | | | 1,501,905 | |
| | | |
Net realized/unrealized gains from investments | | | 1,772,507 | |
| | | |
Change in net assets resulting from operations | | $ | 1,861,453 | |
| | | |
See Notes to Financial Statements
4
| | |
Financial Statements | | PathMaster Domestic Equity Fund |
Statements of Changes in Net Assets
| | | | | | | | |
| | For the year ended | | | For the period ended | |
| | March 31, 2007 | | | March 31, 2006 (a) (b) | |
Investment Activities Operations: | | | | | | | | |
Net investment income | | $ | 88,946 | | | $ | 20,904 | |
Net realized gains from investments | | | 270,602 | | | | 5,875 | |
Net change in unrealized appreciation/ depreciation investments | | | 1,501,905 | | | | 180,978 | |
| | | | | | |
Change in net assets resulting from operations | | | 1,861,453 | | | | 207,757 | |
| | | | | | |
Distributions: | | | | | | | | |
From net investment income: | | | | | | | | |
Class I Shares | | | (91,265 | ) | | | (19,406 | ) |
Class A Shares | | | (17,308 | ) | | | (1,361 | ) |
Class C Shares | | | (99 | ) | | | (137 | ) |
From net Realized Gains: | | | | | | | | |
Class I Shares | | | (122,460 | ) | | | — | |
Class A Shares | | | (34,217 | ) | | | — | |
Class C Shares | | | (3,858 | ) | | | — | |
| | | | | | |
Change in net assets from distributions | | | (269,207 | ) | | | (20,904 | ) |
| | | | | | |
Capital Transactions: | | | | | | | | |
Proceeds from shares issued: | | | | | | | | |
Class I Shares | | | 12,218,696 | | | | 4,299,797 | |
Class A Shares | | | 3,403,785 | | | | 1,082,105 | |
Class C Shares | | | 248,200 | | | | 305,300 | |
Dividends reinvested: | | | | | | | | |
Class I Shares | | | 87,022 | | | | 17,702 | |
Class A Shares | | | 49,198 | | | | 1,267 | |
Class C Shares | | | 3,801 | | | | 130 | |
Cost of shares redeemed: | | | | | | | | |
Class I Shares | | | (1,400,431 | ) | | | — | |
Class A Shares | | | (152,490 | ) | | | — | |
Class C Shares | | | (8,343 | ) | | | — | |
| | | | | | |
Change in net assets from capital share transactions | | | 14,449,438 | | | | 5,706,301 | |
| | | | | | |
Change in net assets | | | 16,041,684 | | | | 5,893,154 | |
Net Assets: | | | | | | | | |
Beginning of period | | | 5,893,154 | | | | — | |
| | | | | | |
End of period | | $ | 21,934,838 | | | $ | 5,893,154 | |
| | | | | | |
Accumulated net investment income (loss) | | $ | (432 | ) | | $ | 402 | |
| | | | | | |
Share Transactions: | | | | | | | | |
Class I shares: | | | | | | | | |
Issued | | | 1,137,959 | | | | 423,808 | |
Reinvested | | | 7,840 | | | | 1,767 | |
Redeemed | | | (126,006 | ) | | | — | |
| | | | | | |
Change in Class I shares | | | 1,019,793 | | | | 425,575 | |
| | | | | | |
Class A shares: | | | | | | | | |
Issued | | | 313,897 | | | | 105,486 | |
Reinvested | | | 4,408 | | | | 121 | |
Redeemed | | | (13,766 | ) | | | — | |
| | | | | | |
Change in Class A shares | | | 304,539 | | | | 105,607 | |
| | | | | | |
Class C shares: | | | | | | | | |
Issued | | | 22,378 | | | | 29,684 | |
Reinvested | | | 339 | | | | 12 | |
Redeemed | | | (715 | ) | | | — | |
| | | | | | |
Change in Class C shares | | | 22,002 | | | | 29,696 | |
| | | | | | |
| | |
(a) | | Fund commenced operations on December 2, 2005. |
|
(b) | | Class A Shares and Class C Shares commenced operations on January 17, 2006. |
See Notes to Financial Statements
5
| | |
Financial Statements | | PathMaster Domestic Equity Fund |
Financial Highlights
Selected data for a share outstanding throughout the periods indicated.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Investment Activities | | | | | | Distributions | | | | | | | | | | Ratios/Supplementary Data |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Ratio of | | Ratio of Net | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net | | | | | | Net | | Net | | Investment | | Ratio of | | |
| | Net Asset | | Net | | Net Realized | | | | | | | | | | | | | | | | | | Asset | | | | | | Assets, | | Expenses | | Income (Loss) | | Expenses to | | |
| | Value, | | Investment | | and Unrealized | | Total From | | Net | | Net Realized | | | | | | Value, | | Total | | End of | | to Average | | to Average | | Average Net | | Portfolio |
| | Beginning | | Income | | Gains on | | Investment | | Investment | | Gains From | | Total | | End of | | Return | | Period | | Net Assets | | Net Assets | | Assets | | Turnover |
| | of Period | | (Loss) | | Investments | | Activities | | Income | | Investments | | Distributions | | Period | | (a)(e) | | (000’s) | | (f)(i) | | (f)(i) | | (b)(f)(i) | | (c)(e) |
|
Class I Shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended March 31, 2007 | | $ | 10.51 | | | | 0.07 | | | | 1.11 | | | | 1.18 | | | | (0.08 | ) | | | (0.10 | ) | | | (0.18 | ) | | $ | 11.51 | | | | 11.35 | % | | $ | 16,629 | | | | 1.25 | % | | | 0.70 | % | | | 3.31 | % | | | 86.04 | % |
Period Ended March 31, 2006 (d) | | $ | 10.00 | | | | 0.05 | | | | 0.51 | | | | 0.58 | | | | (0.07 | ) | | | — | | | | (0.07 | ) | | $ | 10.51 | | | | 5.80 | % | | $ | 4,473 | | | | 1.20 | % | | | 1.88 | % | | | 9.92 | % | | | 19.89 | % |
|
Class A Shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended March 31, 2007 | | $ | 10.49 | | | | 0.05 | | | | 1.11 | | | | 1.16 | | | | (0.06 | ) | | | (0.10 | ) | | | (0.16 | ) | | $ | 11.49 | | | | 11.14 | % | | $ | 4,713 | | | | 1.50 | % | | | 0.44 | % | | | 3.61 | % | | | 86.04 | % |
Period Ended March 31, 2006 (g) | | $ | 10.14 | | | | 0.01 | | | | 0.35 | | | | 0.36 | | | | (0.01 | ) | | | — | | | | (0.01 | ) | | $ | 10.49 | | | | 3.59 | % | | $ | 1,108 | | | | 1.50 | % | | | 1.69 | % | | | 19.01 | % | | | 19.89 | % |
|
Class C Shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended March 31, 2007 | | $ | 10.50 | | | | (0.05 | ) | | | 1.11 | | | | 1.06 | | | | — | (h) | | | (0.10 | ) | | | (0.10 | ) | | $ | 11.46 | | | | 10.17 | % | | $ | 593 | | | | 2.25 | % | | | (0.42 | )% | | | 4.21 | % | | | 86.04 | % |
Period Ended March 31, 2006 (g) | | $ | 10.14 | | | | — | (h) | | | 0.36 | | | | 0.36 | | | | — | (h) | | | — | | | | — | (h) | | $ | 10.50 | | | | 3.60 | % | | $ | 312 | | | | 2.25 | % | | | 0.99 | % | | | 17.69 | % | | | 19.89 | % |
|
| | |
(a) | | Total Return calculations do not include any sales or redemption charges. |
|
(b) | | During the period certain fees were reduced or reimbursed. If such reductions had not occurred, the ratio would have been as indicated. |
|
(c) | | Portfolio Turnover is calculated on the basis of the Fund as a whole, without distinguishing between classes of shares issued. |
|
(d) | | Class I Shares commenced operations on December 2, 2005. |
|
(e) | | Not annualized for periods less than one year. |
|
(f) | | Annualized for periods less than one year. |
|
(g) | | Class A Shares and Class C Shares commenced operations on January 17, 2006. |
|
(h) | | Less than $0.005 per share. |
|
(i) | | Does not include the effect of expenses of underlying funds. |
See Notes to Financial Statements
6
| | |
Notes to Financial Statements | | March 31, 2007 |
1. | | Organization: |
|
| | The Coventry Group (the “Group”) was organized on January 8, 1992 as a Massachusetts business trust, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Group contains the Pathmaster Domestic Equity Fund (the “Domestic Equity Fund” or “Fund”). |
|
| | Financial statements for all other series of the Group are published separately. |
|
| | The Fund is authorized to issue an unlimited number of shares, which are shares of beneficial interest, with a par value of $0.01 per share. The Fund offers three classes of shares: Class I Shares, Class A Shares, and Class C Shares. Each class of shares in the Fund has identical rights and privileges except with respect to arrangements pertaining to shareholder servicing or distribution, class-related expenses, voting rights on matters affecting a single class of shares, and the exchange privilege of each class of shares. |
|
| | Under the Group’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Group. In addition, in the normal course of business, the Group may enter into contracts with their vendors and others that provide for general indemnifications. Each Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote. |
|
2. | | Significant Accounting Policies: |
|
| | The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies are in conformity with generally accepted accounting principles (“GAAP”) in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that may affect the reported amounts of income and expenses for the period. Actual results could differ from those estimates. |
|
| | Security Valuation: |
|
| | The value of each equity security is based either on the last sale price on a national securities exchange, or in the absence of recorded sales, at the closing bid prices on such exchanges, or at the quoted bid price in the over-the-counter market. Equity securities traded on the NASDAQ stock market are valued at the NASDAQ official closing price. Securities or other assets for which market quotations are not readily available (e.g., an approved pricing service does not provide a price, a furnished price is in error, certain stale prices, or an event occurs that materially affects the furnished price) are valued at fair value as determined in good faith by or at the direction of the Group’s Board of Trustees. |
|
| | The Fund invests primarily in exchange-traded funds (“ETFs”) that track certain domestic equity market segments by size (i.e., small-cap, mid-cap and large-cap) and style (i.e., growth and value) that the Wayne Hummer Asset Management Company ( the “Adviser”) has determined offer the greatest potential for capital appreciation in a given market environment. |
|
| | New Accounting Pronouncements: |
|
| | On July 13, 2006 the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 (“FIN 48”), “Accounting for the Uncertainty of Income Taxes”. FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be booked as a tax expense in the current year and recognized as: a liability for unrecognized tax benefits; a reduction of an income tax refund receivable; a reduction of deferred tax asset; an increase in deferred tax liability; or a combination thereof. Adoption of FIN 48 is required no later than the last business day of the first financial statement reporting period for fiscal years beginning after December 15, 2006. At this time, management is evaluating the implications of FIN 48 and its impact on the Fund’s financial statements has not yet been determined. |
|
| | In September 2006, the FASB issued Statement on Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements.” This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current accounting principles generally accepted in the United States of America from the application of this Statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As of March 31, 2007, the Fund does not believe the adoption of SFAS No. 157 will impact the financial statement amounts; however, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements on changes in net assets. |
|
| | Security Transactions and Related income: |
|
| | Changes in holdings of portfolio securities shall be reflected no later than in the first calculation on the first business day following the trade date. However, for financial reporting purposes, portfolio security transactions are reported on trade date. Interest income is recognized on the accrual basis and includes, where applicable, the amortization of premium or discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds. Income and realized or unrealized gains and losses on investments are allocated to each class of shares based upon relative net assets or appropriate basis. |
Continued
7
| | |
Notes to Financial Statements | | March 31, 2007 |
| | Expenses: |
|
| | Expenses directly attributable to the Fund are charged directly to the Fund. Expenses relating to the Group are allocated proportionately to each Fund within the Group according to the relative net assets of each Fund or on another reasonable basis. Each class of shares bears its respective pro-rata portion of the expenses, except that each class separately bears expenses related specifically to that class, such as distribution fees. |
|
| | Dividends to Shareholders: |
|
| | Dividends from net investment income, if any, are declared and paid annually by the Fund. Dividends from net realized gains, if any, are declared and distributed at least annually by the Fund. |
|
| | The amounts of dividends from net investment income and of distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. |
|
| | Federal Income Taxes: |
|
| | The Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in Subchapter M of the Internal Revenue Code, and to make distributions from net investment income and from net realized capital gains sufficient to relieve it from all, or substantially all, federal income and excise taxes. |
|
3. | | Related Party Transactions: |
|
| | Investment Adviser: |
|
| | The Adviser and the Fund are parties to an Investment Advisory Agreement under which the Adviser is entitled to receive an annual fee, computed daily and paid monthly, equal to the average daily net assets of each Fund, at the annual percentage rate of 0.60% after the imposition of certain contractual fee waivers by the Adviser of its advisory fee. |
|
| | The Adviser agrees to reduce the fees payable to it under the Investment Advisory Agreement (but not below zero) and/or reimburse other expenses of the Fund, ending August 1, 2007, to the extent necessary to limit the total operating expenses of each class of shares of the Fund, exclusive of brokerage costs, interest, taxes and dividends and extraordinary expenses, to the amount of the “Maximum Operating Expense Limit” applicable to each class of shares as set forth across from the name of each respective class of the Fund per the schedule below: |
| | | | |
Class of shares | | Maximum Operating Expense Limit* |
|
Class A Shares | | | 1.50 | % |
Class C Shares | | | 2.25 | % |
Class I Shares | | | 1.25 | % |
|
| | |
* | | Expressed as a percentage of the Fund’s average daily net assets. |
| | Administration, Fund Accounting and Transfer Agent: |
|
| | BISYS Fund Services Ohio, Inc. (“BISYS Ohio”), who serves the Fund as administrator, is a wholly owned subsidiary of The BISYS Group, Inc., with whom certain officers and trustees of the Group are affiliated. Such persons are paid no fees directly by the Fund for serving as officers and trustees of the Group, with the exception of the Chief Compliance Officer. Under the Master Services Agreement with the Fund, BISYS Ohio is entitled to receive an annual fee calculated at a tiered rate based upon the average daily net assets of the Fund subject to annual minimums. The amounts charged to the Fund for the services provided by BISYS Ohio are reported within the Statement of Operations. |
|
| | Under a Compliance Services Agreement between the Fund and BISYS Ohio (the “CCO Agreement”), BISYS Ohio makes an employee available to serve as the Fund’s Chief Compliance Officer (the “CCO”). Under the CCO Agreement, BISYS Ohio also provides infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program, including support services to the CCO. For the services provided under the CCO Agreement, the Fund paid BISYS Ohio $20,133 for the year ended March 31, 2007, plus certain out of pocket expenses. BISYS Ohio pays the salary and other compensation earned by any such individuals as employees of BISYS Ohio. |
Continued
8
| | |
Notes to Financial Statements | | March 31, 2007 |
| | Distribution: |
|
| | BISYS Fund Services Limited Partnership, a wholly owned subsidiary of The BISYS Group, Inc., are parties to a Distribution Agreement under which shares of the Fund are sold on a continuous basis. The Group has adopted a Service and Distribution Plan for Class A and Class C shares pursuant to Rule 12b-1 under the 1940 Act under which the Class A and Class C shares of the Fund are authorized to pay the Distributor for payments it makes to banks, other institutions and broker-dealers, and for expenses the Distributor and any of its affiliates incur for providing distribution or shareholder service assistance to the Fund. The calculated annual rate will not exceed 0.25% and 1.00% of the average daily net asset value of Class A and Class C shares, respectively. |
|
| | For the year ended March 31, 2007, the Distributor received $68,483 from commissions earned on sales of Class A shares and redemptions of Class C shares, none of which the Distributor re-allowed to affiliated broker-dealers of the Fund. |
|
4. | | Purchases and Sales of Securities: |
|
| | Purchases of and proceeds from sales, excluding short-term securities, for the Fund for the year ended March 31, 2007, totaled: |
| | | | | | | | |
Fund | | Purchases | | | sales | |
Domestic Equity Fund | | $ | 26,543,300 | | | $ | 12,247,199 | |
5. | | Federal Tax Information: |
|
| | At March 31, 2007, the cost, gross unrealized appreciation and gross unrealized depreciation on securities, for federal income tax purposes, were as follows: |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Net Unrealized | |
| | | | | | Tax Unrealized | | | Tax Unrealized | | | Appreciation | |
| | Tax Cost | | | Appreciation | | | (Depreciation) | | | (Depreciation) | |
Domestic Equity Fund | | $ | 20,618,588 | | | $ | 1,697,320 | | | $ | (19,799 | ) | | $ | 1,677,521 | |
The tax character of distributions paid during the period ended March 31, 2007 was as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Distributions paid from | | | | | | | | | | | Total | |
| | Ordinary | | | Net Long Term | | | Total Taxable | | | Tax Return | | | Distributions | |
| | Income | | | Capital Gains | | | Distributions | | | of Capital | | | Paid1 | |
Domestic Equity Fund | | $ | 266,924 | | | $ | — | | | $ | 266,924 | | | $ | — | | | $ | 266,924 | |
The tax character of distributions paid during the period ended March 31, 2006 was as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Distributions paid from | | | | | | | | | | | Total | |
| | Ordinary | | | Net Long Term | | | Total Taxable | | | Tax Return | | | Distributions | |
| | Income | | | Capital Gains | | | Distributions | | | of Capital | | | Paid1 | |
Domestic Equity Fund | | $ | 12,397 | | | $ | — | | | $ | 12,397 | | | $ | — | | | $ | 12,397 | |
As of March 31, 2007 the components of accumulated earnings/(deficit) on a tax basis was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Total | |
| | Undistributed | | | Undistributed | | | | | | | | | | | Accumulated | | | Unrealized | | | Accumulated | |
| | Ordinary | | | Long-Term | | | Accumulated | | | Distribution | | | Capital and | | | Appreciation | | | Earnings | |
| | Income | | | Capital Gains | | | Earnings | | | Payable | | | Other Losses | | | (Depreciation)2 | | | (Deficit) | |
Domestic Equity Fund | | $ | 64,729 | | | $ | 78,461 | | | $ | 143,190 | | | $ | (10,790 | ) | | $ | — | | | $ | 1,677,521 | | | $ | 1,809,921 | |
| | |
1 | | Total distributions paid may differ from the amount reported in the Statement of Changes in Net Assets because for tax purposes distributions are recognized when actually paid.
|
|
2 | | The differences between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to: tax deferral of losses on wash sales. |
9
March 31, 2007
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of
PathMaster Domestic Equity Fund:
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of the PathMaster Domestic Equity Fund (the “Fund”) as of March 31, 2007, and the related statement of operations for the year then ended, and the statements of changes in net assets and financial highlights for each of the two years or periods in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2007, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the PathMaster Domestic Equity Fund at March 31, 2007, the results of its operations for the year then ended, and the changes in its net assets and financial highlights for each of the two years or periods in the period then ended, in conformity with U.S. generally accepted accounting principles.
Columbus, Ohio
May 24, 2007
10
| | |
| | |
Additional Information (unaudited) | | March 31, 2007 |
Federal Tax Information:
For the fiscal year ended March 31, 2007, dividends paid by the Fund may be subject to a maximum tax rate of 15% as provided by the Jobs and Growth Tax Reconciliation Act of 2003. The Fund intends to designate the maximum amount allowable as taxed at a maximum rate of 15%. Completed information will be reported in conjunction with the 2007 Form 1099-Div.
Table of Shareholder Expenses:
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases, (2) ongoing costs, including management fees; distribution fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2006 through March 31, 2007.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | | | | | | |
| | | | | | Beginning | | | Ending | | | Expense Paid | | | Expense Ratio | |
| | | | | | Account Value | | | Account Value | | | During Period* | | | During Period | |
| | | | | | 10/1/06 | | | 3/31/07 | | | 10/1/06 - 3/31/07 | | | 10/1/06 - 3/31/07 | |
Domestic Equity Fund | | Class I | | $ | 1,000.00 | | | $ | 1,095.90 | | | $ | 6.53 | | | | 1.25 | % |
| | Class A | | | 1,000.00 | | | | 1,094.30 | | | | 7.83 | | | | 1.50 | % |
| | Class C | | | 1,000.00 | | | | 1,090.00 | | | | 11.72 | | | | 2.25 | % |
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | | | | | | |
| | | | | | Beginning | | | Ending | | | Expense Paid | | | Expense Ratio | |
| | | | | | Account Value | | | Account Value | | | During Period* | | | During Period | |
| | | | | | 10/1/06 | | | 3/31/07 | | | 10/1/06 - 3/31/07 | | | 10/1/06 - 3/31/07 | |
Domestic Equity Fund | | Class I | | $ | 1,000.00 | | | $ | 1,018.70 | | | $ | 6.29 | | | | 1.25 | % |
| | Class A | | | 1,000.00 | | | | 1,017.45 | | | | 7.54 | | | | 1.50 | % |
| | Class C | | | 1,000.00 | | | | 1,013.71 | | | | 11.30 | | | | 2.25 | % |
| | |
* | | Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year. |
Continued
11
| | |
Additional Information (unaudited) | | March 31, 2007 |
Other Information:
A description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio securities is available (I) without charge, upon request, by calling 1-877-942-8434 and (ii) on the Securities and Exchange Commission’s web-site at http://www.sec.gov.
Information regarding how the Fund voted proxies relating to portfolio securities held during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-877-942-8434, and on the Commission’s website at http://www.sec.gov.
Schedules of Portfolio Investments for the period ended December 31 is available, without charge, on the Securities and Exchange Commission’s website at http://www.sec.gov.
The Funds file complete schedules of portfolio holdings for each Fund with the Securities and Exchange Commission (the “Commission”) for the first and third quarters of each fiscal year of Form N-Q. The Funds’ Forms N-Q are available on the Commission’s website at http://www.sec.gov. The Funds’ Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330; and the Funds make the information on Form N-Q available upon request without charge.
12
| | |
| | |
Investment Adviser Contract Approval (unaudited) | | March 31, 2007 |
The Annual Consideration By The Board Of Trustees Of The Continuation Of The Investment Advisory Agreement Between The Funds And Wayne Hummer Asset Management Investment Advisors, Inc. (The “Adviser”)
Section 15 of the Investment Company Act of 1940 (the “1940 Act”) requires that the Investment Advisory Agreement with the Adviser be renewed annually by the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Funds or of the Adviser (“Independent Trustees”). It is the duty of the Board of Trustees to request as much information as is reasonably necessary to evaluate the terms of the Investment Advisory Agreement and determine whether its continuance is fair to the Fund and its shareholders. The Board of Trustees considered the continuation of the Investment Advisory Agreement at an in-person meeting held on February 14, 2007. The Board of Trustees requested, and the Adviser provided, information and data relating to: (i) the investment performance of the Fund; (ii) the nature, extent and quality of the services provided by the Adviser to the Fund; (iii) the cost of the services to be provided and the profits to be realized by the Adviser and its affiliates from the relationship with the Fund; (iv) the extent to which economies of scale will be realized as the Fund grows; (v) whether the fee levels reflect these economies of scale to the benefit of Fund shareholders; (vi) the advisory fees paid by other comparable funds advised by the Adviser or by a different investment adviser; (vii) the Fund’s expense ratio and the expense ratios of similar funds; and (ix) the effect of any fee waivers and expense reimbursements made by the Adviser.
At the meeting on February 15, 2007, the Board of Trustees engaged in a thorough review process to determine whether to continue the Investment Advisory Agreement. The Board met directly with representatives of the Adviser and reviewed with them the information and data listed above. As part of its deliberations, the Board also considered and relied upon the information about the Fund and the Adviser that it had received throughout the year in connection with its ongoing oversight of the Fund and its operations. The Board reviewed the Adviser’s investment philosophy, noting that the Fund is run as an actively managed portfolio with a passive base. That is, it invests only in six exchange traded funds that are rebalanced monthly. The Board gave careful consideration to the investment advisory services provided by the Adviser to the Fund and the level and quality of these services. The Board considered certain changes in the management team at the Adviser, including the departure of one of the Fund’s portfolio managers. The Board noted that the performance results achieved by the Adviser for the Fund were favorable on a comparative basis and that the Adviser produced these results in a manner consistent with the stated investment objectives and policies of the Fund. The Board took further note of the relationship between the Adviser and the Fund and the efforts that have been undertaken by the Adviser to foster the growth and development of the Fund since its inception.
Turning to the level of the advisory fees paid by the Fund, the Board reviewed a comparative analysis of advisory fees and expense ratios based on publicly available data for comparable funds. The Board considered a comparison of the advisory fee and expense ratio of each share class of the Fund, both before and after expense waivers and/or reimbursements, with the average rate paid by comparable funds. The Board noted that the advisory fee paid by the Fund is below the industry average and the expense ratios for Class A and Class C shares, after waivers and/or reimbursements, are below the industry average. The expense ratio for Class I shares is above average, but within the range for similar funds.
The Board then reviewed the costs of the services to be provided and the profits to be realized by the Adviser. The Board reviewed financial information provided by the Adviser and noted that the Adviser and its affiliates are supporting the Fund by covering expenses above the caps imposed under an Expense Limitation Agreement. As a result, the Board noted that the relationship with the Fund currently is unprofitable to the Adviser.
Finally, addressing the issue of advisory fee breakpoints, the Board noted that because the Fund is relatively new and assets were not at the level to cover costs above the Expense Limitation Agreement, the Adviser is not prepared to proposed advisory fee breakpoints.
In reaching their conclusion with respect to the continuation of the Investment Advisory Agreement, the Trustees did not identify any single controlling factor. Rather, the Board took note of a combination of factors that influenced their decision-making process. The Board did, however, take notice of the overall favorable investment performance of the Fund and the fact that the Adviser has maintained an Expense Limitation Agreement with respect to the Fund since the inception, which the Board noted benefits shareholders in the Fund. The Trustees took further notice of the fact that the Adviser has undertaken to continue the Expense Limitation Agreement for the current fiscal year. Based upon their review and consideration of these factors and other matters deemed relevant by the Board in reaching an informed business judgment, a majority of the Board of Trustees, including a majority of the Independent Trustees, concluded that the terms of the Investment Advisory Agreement are fair and reasonable and the Board voted to renew the Investment Advisory Agreement for an additional one-year period.
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Information about Trustees and Officers (unaudited) | | March 31, 2007 |
Overall responsibility for management of the Funds rests with the Board of Trustees. The names of the Trustees and Officers of the Funds, their addresses, ages and principal occupations during the past five years are provided in the tables below. Trustees who are deemed “interested persons,” as defined in the Investment Company Act of 1940, are included in the table titled, “Interested Trustees.” Trustees who are not interested persons are referred to as Independent Trustees. The Fund’s Statement of Additional Information includes additional information about the Fund’s Trustees and is available, without charge and upon request, by calling 1-877-942-8434.
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| | | | Term of Office** | | | | Number of Funds | | |
| | Positions(s) Held | | and Length of | | | | in Fund Complex | | Other Directorships |
Name, Address and Age | | with the Funds | | Time Served | | Principal Occupation(s) During Past Five Years | | Overseen by Trustee | | Held by Trustee |
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INTERESTED TRUSTEES* | | | | | | | | | | | | |
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Walter B. Grimm 3435 Stelzer Road Columbus, Ohio 43219 Age: 61 | | Trustee | | Since 1996 | | Co-Owner, Leigh Investments, Inc. (Real Estate), 1/06 to present; Employee of BISYS Fund Services, 6/92 to 9/05 | | | 12 | | | American Performance Funds; Legacy Funds Group; Performance Funds Trust |
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INDEPENDENT TRUSTEES | | | | | | | | | | | | |
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Maurice G. Stark 3435 Stelzer Road Columbus, Ohio 43219 Age: 71 | | Trustee | | Since 1992 | | Consultant, (part-time) Battelle Memorial Institute, 1/95 to present. | | | 12 | | | The Coventry Funds Trust |
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Michael M. Van Buskirk 3435 Stelzer Road Columbus, Ohio 43219 Age: 60 | | Trustee | | Since 1992 | | Chief Executive Officer, Ohio Bankers Assoc. (industry trade association), 5/91 to present. | | | 12 | | | The Coventry Funds Trust |
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Diane Armstrong 3435 Stelzer Road Columbus, Ohio 43219 Age: 42 | | Trustee | | Since 2004 | | Principal of King Dodson Armstrong Financial Advisors, Inc., 8/03 to present; Director of Financial Planning, Hamilton Capital Management, 4/00 to 8/03. | | | 12 | | | The Coventry Funds Trust |
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Dr. James Woodward 9201 University City Blvd. Road Charlotte, NC 28223 Age: 67 | | Trustee | | Since 1997 | | Chancellor Emeritus, University of North Carolina at Charlotte, 7/05 to present; Chancellor, University of North Carolina at Charlotte, 7/98 to 7/05. | | | 12 | | | The Coventry Funds Trust |
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OFFICERS WHO ARE NOT TRUSTEES | | | | | | | | | | | | |
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R. Jeffrey Young 3435 Stelzer Road Columbus, Ohio 43219 Age: 42 | | President | | Since 1999 | | Employee of BISYS Fund Services, 10/93 to present. | | | | | | |
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Linda A. Durkin 3435 Stelzer Road Columbus, Ohio 43219 Age: 46 | | Treasurer | | Since 2006 | | Employee of BISYS Fund Services, 9/06 to present; employee of Investors Bank and Trust, 2/06 to 9/06; employee of RR Donnelley, 6/03 to 1/06; Vice President — Director of Fund Administration at Mercantile-Safe Deposit and Trust Co., 5/93 to 6/02. | | | | | | |
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Timothy Bresnahan*** 3435 Stelzer Road Columbus, Ohio 43219 Age: 38 | | Secretary | | Since 2005. | | From February 2005 to present, Associate Counsel, BISYS Fund Services; from March 2004 to February 2005, Associate of the law firm of Greenberg Traurig; P.A . from October to March 2004, Legal Product Specialist, Deutsche Bank Asset Management, Inc.; from September, 2001 to February, 2003, Associate of the law firm Goodwin Procter, L.L.P. | | | | | | |
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Eric B. Phipps 3435 Stelzer Road Columbus, Ohio 43219 Age: 35 | | Chief Compliance Officer | | Since 2006. | | Employee of BISYS Fund Services (6/06 to present); 10/04 to 5/06 employee of the United States Security and Exchange Commission; 12/95 to 11/04 employee for BISYS Fund Services as Director in Compliance Services. | | | | | | |
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* | | Mr. Grimm is considered to be an “interested person” of the Funds as defined in the Investment Company Act of 1940 due to his previous employment with BISYS Fund Services, the Funds’ distributor and administrator. |
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** | | Trustees hold their position with the Funds until their resignation or removal. Officers hold their positions with the Funds until a successor has been duly elected and qualified. |
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*** | | Curtis Barnes was elected Secretary on May 11, 2007 following the resignation of Timothy Bresnahan. |
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PathMaster Domestic Equity Fund
Address & Phone number:
PathMaster Funds
P.O . Box 183085
Columbus, Ohio 43218-2094
Telephone: 1-877-942-8434
Investment Adviser
Wayne Hummer Asset Management Company
300 South Wacker Drive
Chicago, Illinois 60606
Custodian
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109
Administrator and Transfer Agent
BISYS Fund Services Ohio, Inc.
3435 Stelzer Road
Columbus, OH 43219
Distributor
BISYS Fund Services, Limited Partnership
3435 Stelzer Road
Columbus, OH 43219
Independent Registered Public Accounting Firm
Ernst & Young LLP
1100 Huntington Center
41 South High Street
Columbus, Ohio 43215
Legal Counsel
Thompson Hine LLP
10 West Broad Street, Suite 700
Columbus, OH 43215
This report is intended for the shareholders of the Fund and may not be used as sales literature unless preceded or accompanied by a current prospectus.
Past performance results shown should not be considered a representation of future performance. Share price and returns will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are dated and subject to change.
Item 1. Reports to Stockholders.
Item 2. Code of Ethics.
(a) The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics is included as an Exhibit.
(b) During the period covered by the report, with respect to the registrant’s code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; there have been no amendments to, nor any waivers granted from, a provision that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2.
Item 3. Audit Committee Financial Expert.
3(a)(1) The registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.
3(a)(2) The audit committee financial expert is Maurice Stark, who is “independent” for purposes of this Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Audit Fees
For the fiscal years ended March 31, 2007 Ernst & Young billed Audit Fees to 1st Source Monogram Funds, the Signal Funds and PathMaster Domestic Equity Fund of $30,495, $30,495 and $14,600 respectively, March 31, 2006, Ernst & Young billed Audit Fees to 1st Source Monogram Funds, the Signal Funds and PathMaster Domestic Equity Fund of $47,500, $38,000 and $14,500 respectively.
For the fiscal year ended March 31, 2007, Ernst & Young billed Audit Fees to the Boston Trust Funds $62,825. For the fiscal year ended March 31, 2006, Tait Weller Baker billed Audit Fees to the Boston Trust Funds of $42,000.
Audit Related Fees
For the fiscal years ended March 31, 2007, Ernst & Young billed audit related fees to the 1st Source Monogram Funds and Signal Funds of $7,500 and $9,500 respectively. These fees relate to the preparation and review of the Funds’ N-14 filings. There were no fees for audit-related services for these Funds in fiscal year 2006.
There were no fees for audit-related services for Boston Trust Funds and PathMaster Domestic Equity Fund billed by Ernst & Young in fiscal year 2007 or 2006.
For the fiscal year ended March 31, 2006, Tait Weller Baker billed Audit Related Fees to the Boston Trust Funds of $9,700.
Tax Fees
For the fiscal years ended, March 31, 2007 Ernst & Young billed Tax Fees to 1st Source Monogram Funds, the Signal Funds and PathMaster Domestic Equity Fund of $6,420, $6,420, $2,200 respectively, March 31, 2006, Ernst & Young billed Tax Fees to 1st Source Monogram Funds, the Signal Funds and PathMaster Domestic Equity Fund of $10,000, $8,000 and $2,200 respectively. These fees relate to tax compliance services.
For the fiscal year ended March 31, 2007, Ernst & Young billed Tax Fees to the Boston Trust Funds of $10,700. For the fiscal year ended March 31, 2006, Tait Weller Baker billed Tax Fees to the Boston Trust Funds of $10,500.
All Other Fees
There were no fees for all other services to 1st Source monogram Funds, the Signal Funds, Boston Trust Funds and PathMaster Domestic Equity Fund not included above.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Schedule of Investments.
Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
(a)The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
(b)There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Exhibits.
(a)(1) The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto.
(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.
(a)(3) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) are furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Coventry Group
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By (Signature and Title)* | | /s/ R. Jeffrey Young, President R. Jeffrey Young, President | | |
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Date June 8, 2007 | | | | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By (Signature and Title)* | | /s/ R. Jeffrey Young R. Jeffrey Young, President | | |
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Date June 8, 2007 | | | | |
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By (Signature and Title)* | | /s/ Linda A. Durkin Linda A. Durkin, Treasurer | | |
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Date June 8, 2007 | | | | |
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* | | Print the name and title of each signing officer under his or her signature. |
Include a code of ethics or amendment to a code of ethics filed under Item 12(a) of Form N-CSR in a single
EDGAR exhibit named EX-99.CODE ETH.
All Section 302 certifications should be included in one EDGAR EX-99.CERT exhibit document and all
Section 906 certifications should be included in a separate EDGAR EX-99.906CERT exhibit document to
Form N-CSR. [Don’t include this language in the filing.]