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 811-7987
Dean Family of Funds
(Exact name of registrant as specified in charter)
2480 Kettering Tower, Dayton, OH 45423
(Address of principal executive offices) (Zip code)
Unified Fund Services, Inc., P.O. Box 6110, Indianapolis, IN 46206-6110
(Name and address of agent for service)
Registrant's telephone number, including area code: 1-888-899-8343
Date of fiscal year end: 03/31/03
Date of reporting period: 03/31/03
Form N-CSR is to be used by management investment companies to file reports
with the Commission not later than 10 days after the transmission to
stockholders of any report that is required to be transmitted to stockholders
under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).
The Commission may use the information provided on Form N-CSR in its regulatory,
disclosure review, inspection and policymaking roles.
A registrant is required to disclose the information specified by Form
N-CSR, and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss 3507.
<page>
Item 1. Reports to Stockholders.
CHAIRMAN AND PRESIDENT'S LETTER
To Investors in the Dean Family of Funds: Thank you for choosing the Dean
Family of Funds to help you achieve your long-term investment objectives. We are
disciplined value managers and we continue to emphasize our value philosophy.
Value's ability to perform better than the market was generally noteworthy
during the Funds' three most recent fiscal years when volatility in the stock
market was such an everyday occurrence.
We believe the stock market over time rewards investors for adhering to a
disciplined, research-intensive value investment strategy. Our process for
analyzing individual companies within the framework of an economic outlook
provides opportunities over time for return without increasing the levels of
risk.
Please read on as we summarize the events of the last year and share our
macro outlook for the future. Following this letter are the individual reports
from our portfolio managers that provide insights into the investment discipline
and holdings for each of our Funds.
Market Review
March 31, 2003 not only marked the end of our fiscal year, but also the
three year anniversary since the major market averages peaked in March of
2000. Since that time, we have witnessed considerable declines in the prices
of many stocks. The recent twelve months continued the trend as the S & P 500
fell 24.78% and the NASDAQ declined 13.04%.
Last year, as we wrote our letter to you, we were optimistic for the
economy as the Federal Reserve's interest rate reductions were expected to
re-ignite economic growth. GDP reports indicate the economy has begun to grow
again, although the rate has averaged below long term expectations.
During volatile times, it is important to remember that emotions drive
stock prices over the short-term, fundamentals and valuations drive stock prices
over the long-term.
High profile corporate malfeasance rippled through the stock market,
affecting the stock prices of many companies. Volatility increased once again
and caused many investors to ignore long-term fundamentals and valuations
because of perceived concerns about corporate trust. We believe that our high
quality companies generating excess cash flow are not only short-term viable,
but are long-term fundamentally undervalued.
Market Outlook
The economic recovery is expected to continue throughout the Funds'
upcoming fiscal year. We expect this favorable economy to enable
corporate profits to rise, driving stock market averages higher. We expect value
to do better because value offers the most compelling ratio of reward to risk.
We expect volatility to remain an everyday occurrence through at least the first
half of the Funds' fiscal year.
<page>
Dennis D. Dean Stephen M. Miller
Chairman of the Board and Chief Executive Officer President
C. H. Dean & Associates, Inc. Dean Family of Funds
Dean Large Cap Value Fund
Performance Review
The Dean Large Cap Value Fund's Class A shares posted a return of -38.49%
for the year ended March 31, 2003. The S&P 500 posted a return of -24.78% for
the same period. The twelve-month period began with corporate scandals amidst
high-profile bankruptcies and ended with the war in Iraq as the center of
investor attention. Throughout the twelve months, the economy continued to
recover, although the pace was below its historical average.
April through September was a period of high investor caution. There were
fears about a potential double-dip recession as unemployment failed to improve.
Reports of corporate fraud were seemingly a daily headline. By late summer, the
SEC and the Congress had taken dramatic steps to punish corporate malfeasance. A
favorable tone to corporate earnings reports in October ignited a market rally,
which was later short-circuited by concerns about the timing and implications of
the war in Iraq.
Throughout the fiscal year, the Fund has been invested on the expectation
that it would benefit from an economic recovery. Areas of the economy emphasized
in the Fund are Financials, Industrials and Consumer Cyclicals while areas
de-emphasized are Consumer Staples and Utilities. We believe revenues, earnings
and cash flows should accelerate in the emphasized areas as business conditions
improve while revenues, earnings and cash flows from the de-emphasized areas
should not improve as quickly as the economy. Despite the ongoing economic
recovery, it was a difficult period for investing.
Outlook
The economic recovery is expected to continue throughout the Fund's
upcoming fiscal year. We believe the Fund is positioned to benefit from an
economic expansion, but is not so aggressively positioned as to be dependent on
it. The war in Iraq has reduced the pace of economic growth, but a favorable
conclusion to the war should lead to the economy getting back on track.
Financials remain the largest single sector in the Fund and should benefit as
the economic expansion leads to more demand for financial services and less
likelihood for write-offs of loans. Consumer Cyclicals are expected to benefit
from consumer disposable income continuing to grow faster than inflation as well
as from lower income tax rates and an expected drop in unemployment before the
end of the Fund year.
We believe the key to long term financial success comes from investing with
discipline. Our focus on fundamentals for value stocks will continue to be a
cornerstone in the management of the Fund.
Average Annual Total Returns**
<table>
<s> <c> <c> <c>
1 Year 5 Year Since Inception*
Class A -41.75% -10.08% -5.24%
Class C -39.77% -10.19% -6.88%
</table>
Russell 1000 Value Index
<table>
<s> <c> <c>
Date Value With Dividends $10,000 growth
5/28/97 308.59 10,000.00
3/31/98 415.93 13,478.40
3/31/99 436.9 14,157.94
3/31/00 464.58 15,054.93
3/31/01 465.83 15,095.43
3/31/02 486.26 15,757.48
3/31/03 375.44 12,166.30
</table>
Russell 1000 Index
<table>
<s> <c> <c>
Date Value With Dividends $10,000 growth
5/28/97 1702.15 10,000.00
3/31/98 2255.69 13,252.00
3/31/99 2631.57 15,460.27
3/31/00 3189.25 18,736.60
3/31/01 2463.79 14,474.58
3/31/02 2485.26 14,600.71
3/31/03 1876.05 11,021.65
</table>
Dean Large Cap Value Fund Class A
<table>
<s> <c> <c>
Date $10,000 growth Load Adjusted
5/28/97 10,000.00 9,475.00
3/31/98 12,411.55 11,759.94
3/31/99 10,987.12 10,410.30
3/31/00 11,468.12 10,866.04
3/31/01 12,503.48 11,847.05
3/31/02 12,524.86 11,867.30
3/31/03 7,704.00 7,299.54
</table>
*The chart above represents performance of Class A shares only, which
will vary from the performance of Class C shares based on the difference in
loads and fees paid by shareholders in the different classes. The initial
public offering of Class A shares commenced on May 28, 1997, and the
initial public offering of Class C shares commenced on August 19, 1997. The
Performance table and the graph above do not reflect the deduction of taxes
that a shareholder would pay on Fund distributions or the redemption of
Fund shares. **Total return above is presented with the effect of sales
load or contingent deferred sales charges. Had the charges not been
incurred, annual returns would be as follows:
<table>
<s> <c> <c> <c>
1 Year 5 Year Since Inception*
Class A -38.49% -9.10% -4.36%
Class C -39.16% -10.19% -6.88%
</table>
<page>
Dean Small Cap Value Fund
Performance Review
March 31 ends what has been an unusually volatile year in the stock
market. Early optimism turned to immense pessimism by mid-summer, primarily
driven by perceived anemic economic recovery and stagnating employment
levels. The conflict over Iraq pushed that pessimism well into March of
this year. However, as economic numbers steadily point toward growth and we
gain clarity to the events in the Middle East, investors should regain lost
optimism that U.S. companies will continue to demonstrate improved
profitability.
Three years of negative returns in the broader market indices finally
caught up with a Small Cap universe which posted its first yearly loss
since 1999. Thanks to an uncertain economy, Middle East turmoil and three
long years of equity losses, investors remain unwilling to add money to
this equity market, no matter how miserly cash and bond yields are or how
promising the prospects appear for some of our Small Cap companies. In the
meantime, we continue to invest in undervalued companies possessing
dominant or growing market share positions, improving fundamentals and
excess operating cash to reinvest in higher margin areas of their business
or to significantly improve their balance sheet.
Some of the companies we own have captured the imagination of
reluctant investors in this past year; they include Brown Shoe, a company
that licenses and sells branded adult and fun lines of children shoes.
Hasbro, the dominant company in low priced and traditional toys and board
games has benefited from its defensive nature and improving margins.
Financials have been one of the few bright spots in the stock market this
year; some of our winners in this sector include Berkley and Delphi
Financial, both insurance stocks demonstrating revenue and earnings growth
above Wall Street expectations. And reminding us that Technology stocks are
not dead, two of our high tech names gave us big gains this year, Cymer and
United Online.
Outlook
For the year ahead, we remain very optimistic about an improving
domestic economy, the world political environment and, in particular, the
Small Cap stocks we are investing our clients' hard-earned money in.
Average Annual Total Returns**
<table>
<s> <c> <c> <c>
1 Year 5 Year Since Inception*
Class A -32.00% -4.82% 0.77%
Class C -29.03% -4.27% -0.39%
</table>
Russell 2000 Value Index
<table>
<s> <c> <c>
Date Value With Dividends $10,000 growth
5/28/97 1824.78 10,000.00
3/31/98 2403.94 13,173.86
3/31/99 1874.35 10,271.65
3/31/00 2122.8 11,633.18
3/31/01 2535.78 13,896.36
3/31/02 3137.85 17,195.77
3/31/03 2407.55 13,193.65
</table>
Russell 2000 Index
<table>
<s> <c> <c>
Date Value With Dividends $10,000 growth
5/28/97 1416.23 10,000.00
3/31/98 1819.23 12,845.58
3/31/99 1523.51 10,757.50
3/31/00 2091.68 14,769.35
3/31/01 1771.07 12,505.53
3/31/02 2018.73 14,254.25
3/31/03 1474.39 10,410.67
</table>
Dean Small Cap Value Fund Class A
<table>
<s> <c> <c>
Date $10,000 growth Load adjusted
5/28/97 10,000.00 9,475.00
3/31/98 13,385.96 12,683.20
3/31/99 10,254.44 9,716.08
3/31/00 10,200.80 9,665.26
3/31/01 11,929.01 11,302.74
3/31/02 15,373.77 14,566.65
3/31/03 11,037.97 10,458.48
</table>
*The chart above represents performance of Class A shares only, which
will vary from the performance of Class C shares based on the difference in
loads and fees paid by shareholders in the different classes. The initial
public offering of Class A shares commenced on May 28, 1997, and the
initial public offering of Class C shares commenced on August 1, 1997. The
Performance table and the graph above do not reflect the deduction of taxes
that a shareholder would pay on Fund distributions or the redemption of
Fund shares. **Total return above is presented with the effect of sales
load or contingent deferred sales charges. Had the charges not been
incurred, annual returns would be as follows:
<table>
<s> <c> <c> <c>
1 Year 5 Year Since Inception*
Class A -28.24% -3.79% 1.70%
Class C -28.32% -4.27% -0.39%
</table>
<page>
Dean Balanced Fund
Performance Review
The Dean Balanced Fund's Class A shares posted a return of -26.10% for
the year ended March 31, 2003. The S&P 500 posted a return of -24.78% for
the same period and the Lehman Brothers Intermediate Government/Corporate
Bond Index rose 11.85%. The twelve-month period began with corporate
scandals amidst high-profile bankruptcies and ended with the war in Iraq as
the center of investor attention. Throughout the twelve months, the economy
continued to recover, although the pace was below its historical average.
April through September was a period of high investor caution. There
were fears about a potential double-dip recession as unemployment failed to
improve. Reports of corporate frauds were seemingly a daily headline. By
late summer, the SEC and the Congress had taken dramatic steps to punish
corporate malfeasance. A favorable tone to corporate earnings reports in
October ignited a market rally, which was later short-circuited by concerns
about the timing and implications of the war in Iraq.
Throughout the fiscal year, the Fund has been invested on the
expectation that it would benefit from an economic recovery. Areas of the
economy emphasized in the Fund are Financials, Industrials and Consumer
Cyclicals while areas de-emphasized are Consumer Staples and Utilities. We
believe revenues, earnings and cash flows should accelerate in the
emphasized areas as business conditions improve while revenues, earnings
and cash flows from the de-emphasized areas should not improve as quickly
as the economy. Despite the ongoing economic recovery, it was a difficult
period for investing.
Asset Allocation
The allocation to equities is above the Fund's historical long-term
allocation as a result of a favorable view of the economic recovery. The
allocation to fixed income is below the Fund's historical long-term
allocation as a result of an unfavorable view on the direction of interest
rates. Historically low short-term interest rates are expected to rise once
the economy shows clear signs of returning to at least its trend growth.
Outlook
The economic recovery is expected to continue throughout the Fund's
upcoming fiscal year. We believe the Fund is positioned to benefit from an
economic expansion, but is not so aggressively positioned as to be
dependent on it. The war in Iraq has reduced the pace of economic growth,
but a favorable conclusion to the war should lead to the economy getting
back on track. Financials remain the largest single sector in the Fund and
should benefit as the economic expansion leads to more demand for financial
services and less likelihood for write-offs of loans. Consumer Cyclicals
are expected to benefit from consumer disposable income continuing to grow
faster than inflation as well as from lower income tax rates and an
expected drop in unemployment before the end of the Fund year.
We believe the key to long term financial success comes from investing
with discipline. Our focus on fundamentals for value stocks will continue
to be a cornerstone in the management of the Fund.
Average Annual Total Returns**
<table>
<s> <c> <c> <c>
1 Year 5 Year Since Inception*
Class A -29.95% -6.38% -2.75%
Class C -27.24% -6.20% -3.99%
</table>
Russell 1000 Value Index
<table>
<s> <c> <c>
Date Value With Dividends $10,000 growth
5/28/97 308.59 10,000.00
3/31/98 415.93 13,478.40
3/31/99 436.9 14,157.94
3/31/00 464.58 15,054.93
3/31/01 465.83 15,095.43
3/31/02 486.26 15,757.48
3/31/03 375.44 12,166.30
</table>
Russell 1000 Index
<table>
<s> <c> <c>
Date Value With Dividends $10,000 growth
5/28/97 1702.15 10,000.00
3/31/98 2255.69 13,252.00
3/31/99 2631.57 15,460.27
3/31/00 3189.25 18,736.60
3/31/01 2463.79 14,474.58
3/31/02 2485.26 14,600.71
3/31/03 1876.05 11,021.65
</table>
Dean Balanced Fund Class A
<table>
<s> <c> <c>
Date $10,000 growth Load Adj.
5/28/97 10,000.00 9,475.00
3/31/98 11,806.79 11,186.93
3/31/99 11,426.86 10,826.95
3/31/00 11,024.52 10,445.73
3/31/01 12,352.57 11,704.06
3/31/02 12,136.02 11,498.88
3/31/03 8,961.00 8,490.55
</table>
Lehman Brothers Intermediate Government/Corporate Bond Index
<table>
<s> <c> <c>
Date Value With Dividends $10,000 growth
5/28/97 100 10,000.00
3/31/98 107.51 10,751.00
3/31/99 114.57 11,457.00
3/31/00 116.95 11,695.00
3/31/01 131.18 13,118.00
3/31/02 137.9 13,790.00
3/31/03 154.2 15,420.00
</table>
*The chart above represents performance of Class A shares only, which
will vary from the performance of Class C shares based on the difference in
loads and fees paid by shareholders in the difference classes. The initial
public offering of Class A shares commenced on May 28, 1997, and the
initial public offering of Class C shares commenced on August 1, 1997. The
Performance table and the graph above do not reflect the deduction of taxes
that a shareholder would pay on Fund distributions or the redemption of
Fund shares. **Total return above is presented with the effect of sales
load or contingent deferred sales charges. Had the charges not been
incurred, annual returns would be as follows:
<table>
<s> <c> <c> <c>
1 Year 5 Year Since Inception*
Class A -26.10% -5.37% -1.86%
Class C -26.37% -6.20% -3.99%
</table>
<page>
Dean International Value Fund
Performance Review
Fear of conflict in Iraq, compounded by concerns about the faltering
economy, corporate profits and earnings forecasts, held back stock markets
during the year ended March 31, 2003.
The third quarter 2002 was particularly weak for European equity
markets. We had a significant position in this area and this hurt
performance. Also contributing to a loss in performance was the position in
Asia-Pacific as stock markets in the region lost momentum when recovery in
the United States appeared to wane. In particular, the Korean stock market
was hampered by the ongoing concern surrounding the nuclear capabilities of
North Korea.
Amid this difficult environment, we maintained our balance between
defensive and cyclical stocks, with overweights in tobacco and
pharmaceuticals, as well as IT hardware. We also took advantage of
volatility to focus on companies that have an element of pricing power,
high levels of cash flow, a strong product range and management team;
characteristics we believe will enable them to deliver superior returns in
a low-growth and low-inflation environment.
This strategy led us to beneficiaries of the relatively strong levels
of GDP growth in China, which stands out against the global backdrop of
weak economic activity. Accordingly, we looked for opportunities among
resources companies which export to China. A small position was built in
the Brazilian mining company CVRD, which is experiencing strong demand for
steel from China, has high levels of cash flows and a sound management
team.
In other areas, we invested in companies implementing internal
restructuring or 'self-help' measures and whose fundamentals are improving.
This resulted in an increase in our weighting in Japan, where we were able
to identify a number of such companies. One example is the steel company
JFE, which was formed from the merger in 2002 of the state-owned companies
Kawasaki Steel and NKK Corp. JFE is implementing a program of cost-cutting
measures and is focusing on its core operations, reducing capital
expenditure and removing capacity. We also added Kirin Brewery to the Fund.
At a sector level, we held a dominant position in tobacco. Stocks
within this sector have a low sensitivity to the economy, high dividend
yields and strong brands (Altadis, British American Tobacco and HM
Sampoerna). A new holding was also established in Korea Tobacco and
Ginseng. This former state-owned monopoly has been cutting costs and has
more than 80% of the domestic market share. It also offers a high yield and
is attractively valued compared to its global peers.
However, towards the end of the period, consumer staple stocks, such
as tobacco companies and food producers (Parmalat and Unilever) were
reduced. In our view, their appeal was lessened after the valuation gap
between these companies and the more cyclical companies was closed. This,
together with some signs of economic recovery, led us to increase our
exposure to less defensive stocks. We purchased EMC, a provider of software
for warehousing solutions, as it should benefit from an increase in
corporate spending on IT. We also purchased Televisa, which is a
beneficiary of rising advertising revenues in Mexico. In addition, we
increased our insurance holdings (Generali, Aegon, Zurich, AIG).
Outlook
As we move into 2003, uncertainty continues to exert a significant
hold on equity markets. However, equity markets no longer appear as
expensive as they once were, particularly in relation to government bonds,
which have become expensive. Furthermore, the economic imbalances resulting
from the boom of the late 1990s are unwinding, although there is room for
this trend to run further, in our opinion. Economic indicators were mixed
at the end of the period, but improving; historical precedent would suggest
that a fourth consecutive year of negative growth is unlikely.
Average Annual Total Returns**
<table>
<s> <c> <c> <c>
1 Year 5 Year Since Inception*
Class A -29.41% -4.49% -1.22%
Class C -27.23% -4.13% -0.76%
</table>
Morgan Stanley EAFE Index
<table>
<s> <c> <c>
Date Value With Dividends $10,000 growth
10/13/97 1286.88 10,000.00
3/31/98 1358.27 10,554.75
3/31/99 1419.51 11,030.63
3/31/00 1753.16 13,623.34
3/31/01 1282.99 9,969.77
3/31/02 1155.6 8,979.86
3/31/03 868.55 6,749.27
</table>
Dean International Value Fund Class A
<table>
<s> <c> <c>
Date $10,000 growth Load adjusted
10/13/97 10,000.00 9,475.00
3/31/98 11,760.00 11,142.60
3/31/99 12,444.58 11,791.24
3/31/00 21,063.45 19,957.61
3/31/01 14,615.92 13,848.59
3/31/02 13,480.27 12,772.55
3/31/03 10,044.15 9,516.88
</table>
*The chart above represents performance of Class A shares only, which
will vary from the performance of Class C shares based on the difference in
loads and fees paid by shareholders in the difference classes. The initial
public offering of Class A shares commenced on October 13, 1997, and the
initial public offering of Class C shares commenced on November 6, 1997.
The Performance table and the graph above do not reflect the deduction of
taxes that a shareholder would pay on Fund distributions or the redemption
of Fund shares. **Total return above is presented with the effect of sales
load or contingent deferred sales charges. Had the charges not been
incurred, annual returns would be as follows:
<table>
<s> <c> <c> <c>
1 Year 5 Year Since Inception*
Class A -25.49% -3.45% -0.25%
Class C -26.49% -4.13% -0.76%
</table>
<page>
DEAN LARGE CAP VALUE FUND
SCHEDULE OF INVESTMENTS - March 31, 2003
<table>
<s> <c>
Shares COMMON STOCKS - 97.79% Value
Accident & Health Insurance - 4.49%
10,000 AFLAC, Inc.
$320,500
-----------------
Agents, Brokers & Services - 3.46%
7,000 Hartford Financial Services Group, Inc. 247,030
-----------------
Air Transportation, Scheduled - 5.03%
25,000 Southwest Airlines Co. 359,000
-----------------
Drilling Oil & Gas Wells - 6.11%
11,200 Diamond Offshore Drilling, Inc. 217,392
10,700 Transocean Offshore, Inc. 218,815
-----------------
436,207
-----------------
Electrical Services - 2.96%
64,000 Calpine Corp.* 211,200
-----------------
Electronic & Other Electrical Equipment
(No Computer Equipment) - 4.29%
12,000 General Electric Co. 306,000
-----------------
Electronic Connectors - 4.41%
24,500 Tyco International Ltd. 315,070
-----------------
Federal & Federally Sponsored Credit Agencies - 4.58%
5,000 Fannie Mae 326,750
-----------------
Finance Services - 3.55%
6,600 Morgan Stanley, Dean Witter & Co. 253,110
-----------------
Fire, Marine & Casualty Insurance - 4.69%
6,400 American International Group, Inc. 316,480
432 Travelers Property Casualty Corp., Class A 6,087
887 Travelers Property Casualty Corp., Class B 12,515
-----------------
335,082
-----------------
Millwood, Veneer, Plywood & Structural Wood Members - 3.91%
15,000 Masco Corp. 279,300
-----------------
National Commercial Banks - 11.26%
2,400 Bank of America Corp. 160,416
10,000 Citigroup, Inc. 344,500
12,600 J.P. Morgan Chase & Co. 298,746
-----------------
803,662
-----------------
Printed Circuit Boards - 3.67%
30,000 Flextronics International Ltd. * 261,600
-----------------
</table>
<page>
DEAN LARGE CAP VALUE FUND
SCHEDULE OF INVESTMENTS - March 31, 2003 - continued
<table>
<s> <c>
Shares COMMON STOCKS - 97.79% - continued Value
Retail-Family Clothing Stores - 3.95%
16,000 TJX Companies, Inc. $281,600
-----------------
Retail-Lumber & Other Building Materials Dealers - 3.41%
10,000 Home Depot, Inc. 243,600
-----------------
Savings Institutions, Federally Chartered - 3.10%
8,000 Charter One Financial, Inc. 221,280
-----------------
Semiconductors & Related Devices - 4.36%
19,100 Intel Corp. 310,948
-----------------
Services - Computer Integrated Systems Design - 3.19%
7,000 Computer Sciences Corp. * 227,850
-----------------
Services - Health Services - 4.73%
4,400 Wellpoint Health Network, Inc.* 337,700
-----------------
Services - Prepackaged Software - 3.45%
18,000 Computer Associates International, Inc. 245,880
-----------------
Surgical & Medical Instruments & Apparatus - 2.87%
11,000 Baxter International, Inc. 205,040
-----------------
Water Transportation - 3.38%
10,000 Carnival Corp. 241,100
-----------------
Wholesale - Pharmaceuticals - 2.94%
4,000 AmerisourceBergen Corp. 210,000
-----------------
TOTAL COMMON STOCKS (Cost $9,546,934) $6,979,509
-----------------
Principal
Value
MONEY MARKET SECURITIES - 5.30% (Cost $378,514)
$ 378,514 First American Treasury Obligation Fund, Class S $378,514
-----------------
TOTAL INVESTMENTS (Cost $9,925,448) - 103.09% $7,358,023
-----------------
Liabilities in excess of cash and other assets - (3.09)% (220,832)
-----------------
TOTAL NET ASSETS - 100.00% $7,137,191
=================
</table>
* Non-income producing securities.
<page>
DEAN SMALL CAP VALUE FUND
SCHEDULE OF INVESTMENTS - March 31, 2003
<table>
<s> <c>
Shares COMMON STOCKS - 96.62% Value
Air Transportation, Nonscheduled - 2.43%
17,000 Offshore Logistics, Inc. * $306,850
---------------------
Ball & Roller Bearings - 2.48%
20,000 Timken Co. * 312,400
---------------------
Concrete Gypsum Plaster Products - 3.79%
8,000 Ameron International, Inc. 478,400
---------------------
Crude Petroleum & Natural Gas - 2.93%
11,000 Stone Energy Corp.* 369,380
---------------------
Electronic Components & Accessories - 6.90%
20,000 Nam Tai Electronics, Inc. 503,200
36,000 Vishay Intertechnology, Inc. * 366,480
---------------------
869,680
---------------------
Fire, Marine, Casualty Insurance - 3.40%
10,000 Berkley W.R. Corp. 428,500
---------------------
Footwear, (No Rubber) - 2.83%
13,200 Brown Shoe Co., Inc. 357,324
---------------------
Games, Toys & Children's Vehicles
(No Dolls & Bicycles) - 5.47%
34,000 Hasbro Inc. 472,260
21,000 Jakks Pacific, Inc. 217,560
---------------------
689,820
---------------------
Houesehold Furniture - 2.48%
16,000 Furniture Brands International, Inc. * 312,960
---------------------
Leisure Durables & Toys - 2.64%
28,000 Callaway Golf, Inc. 332,640
---------------------
Life Insurance - 3.11%
10,000 Delphi Financial Group, Inc. 391,800
---------------------
Men's & Boys' Furnishings, Work Clothing,
And Allied Garments - 1.92%
25,000 Nautica Enterprises, Inc.* 242,500
---------------------
Miscellaneous Chemical Products - 2.97%
43,000 Hercules Inc. * 374,100
---------------------
National Commercial Banks - 5.31%
8,000 City National Corp. 351,520
11,000 First Community Bancor 318,021
---------------------
669,541
---------------------
</table>
<page>
DEAN SMALL CAP VALUE FUND
SCHEDULE OF INVESTMENTS - March 31, 2003 - continued
<table>
<s> <c>
Shares COMMON STOCKS - 96.62% - continued Value
Plastic Mail, Synthetic Resin/Rubber, Cellulose (No Glass) - 2.07%
28,000 Wellman Inc. $261,240
---------------------
Pulp Mills - 3.29%
33,000 Pope & Talbot Inc. 414,150
---------------------
Retail-Eating Places - 2.61%
12,000 CBRL Group, Inc. 329,400
---------------------
Retail-Home Furniture, Furnishings & Equipment Stores - 2.52%
20,000 Pier 1 Imports, Inc. 317,200
---------------------
Retail-Women's Clothing Stores - 3.26%
20,000 Ann Taylor Stores * 410,600
---------------------
Rolling Drawing & Extruding of Nonferrous Metals - 3.57%
18,000 Mueller Industries, Inc. 449,460
---------------------
Savings Institutions, Not Federally Chartered - 2.40%
10,000 Coastal Bancorp, Inc. 302,000
---------------------
Semiconductors & Related Devices - 6.95%
33,000 Nvidia Corp. * 424,050
38,000 Photronics Inc. * 451,820
---------------------
875,870
---------------------
Services - Computer Programming, Data Processing, Etc. - 5.99%
43,000 Per Se Technologies, Inc. * 341,850
24,000 United Online, Inc. * 413,760
---------------------
755,610
---------------------
Services - Help Supply Services - 2.55%
28,000 Cross Country Inc. * 322,000
---------------------
Services - Miscellaneous Amusement & Recreation - 3.06%
14,000 Mandalay Resort Group * 385,840
---------------------
Services - Personal Services - 2.77%
14,000 Regis Corp 348,740
---------------------
Water, Sewer, Pipeline, Communication & Power Line
Construction - 2.67%
25,000 Insituform Technologies, Inc., Class A * 336,250
---------------------
Water Transportation - 2.73%
12,000 Tidewater, Inc. 344,640
---------------------
</table>
<page>
DEAN SMALL CAP VALUE FUND
SCHEDULE OF INVESTMENTS - March 31, 2003 - continued
<table>
<s> <c>
Shares COMMON STOCKS - 96.62% - continued Value
Wholesale-Electronic Parts & Equipment - 1.52%
4,000 Arrow Electronics, Inc.* $58,800
18,000 Audiovox Corp.* 133,380
---------------------
192,180
---------------------
TOTAL COMMON STOCKS (Cost $12,972,278) $12,181,075
---------------------
Principal
Value
MONEY MARKET SECURITES - 6.72%
$189,645 Federated Cash Series Trust II Treasury $189,645
657,000 First American Treasury Obligation Fund, Class S 657,000
---------------------
TOTAL MONEY MARKET SECURITIES (Cost $846,645) $846,645
---------------------
TOTAL INVESTMENTS (Cost $13,818,923) - 103.34% $13,027,720
---------------------
Liabilities in excess of cash and other assets - (3.34)% (421,402)
---------------------
TOTAL NET ASSETS - 100.00% $12,606,318
=====================
</table>
* Non-income producing securities.
<page>
DEAN BALANCED FUND
SCHEDULE OF INVESTMENTS - March 31, 2003
<table>
<s> <c>
Shares COMMON STOCKS - 68.69% Value
Accident & Health Insurance - 3.94%
11,000 AFLAC, Inc. $352,550
--------------------
Agents, Brokers & Services - 1.77%
4,500 Hartford Financial Services Group, Inc. 158,805
--------------------
Air Transportation, Scheduled - 2.57%
16,000 Southwest Airlines Co. 229,760
--------------------
Drilling Oil & Gas Wells - 4.49%
11,000 Diamond Offshore Drilling, Inc. 213,510
9,200 Transocean Sedco Forex, Inc. 188,140
--------------------
401,650
--------------------
Electric Services - 1.36%
alpine Corp.*
37,000 Calpine Corp.* 122,100
--------------------
Electronic & Other Electrical Equipment
(No Computer Equipment) - 3.47%
12,200 General Electric Co. 311,100
--------------------
Electronic Connectors - 3.46%
24,093 Tyco International Ltd. 309,836
--------------------
Federal & Federally Sponsored Credit Agencies - 2.41%
3,300 Fannie Mae 215,655
--------------------
Finance Services - 2.40%
5,600 Morgan Stanley, Dean Witter & Co. 214,760
--------------------
Fire, Marine & Casualty Insurance - 2.23%
3,700 American International Group, Inc. 182,965
397 Travelers Property Casualty Corp, Class A 11,514
816 Travelers Property Casualty Corp, Class B 5,594
--------------------
200,073
--------------------
Millwood, Veneer, Plywood & Structural Wood Members - 2.29%
11,000 Masco Corp. 204,820
--------------------
National Commercial Banks - 10.36%
3,000 Bank of America Corp. 200,520
9,200 Citigroup, Inc. 316,940
7,300 Fleet Boston Corp. 174,324
9,950 J.P. Morgan Chase & Co. 235,914
--------------------
927,698
--------------------
Printed Circuit Boards - 4.09%
42,000 Flextronics International Ltd.* 366,240
--------------------
Retail - Family Clothing Stores - 1.97%
10,000 TJX Companies, Inc. 176,000
--------------------
</table>
<page>
DEAN BALANCED FUND
SCHEDULE OF INVESTMENTS - March 31, 2003 - continued
<table>
<s> <c>
Shares COMMON STOCKS - 68.69% - continued Value
Retail - Lumber & Other Building Materials Dealers - 2.99%
11,000 Home Depot, Inc. $267,960
--------------------
Savings Institution, Federally Chartered - 1.98%
6,400 Charter One Financial, Inc. 177,024
--------------------
Semiconductors & Related Devices - 3.51%
19,300 Intel Corp. 314,204
--------------------
Services-Computer Integrated Systems Design - 2.18%
6,000 Computer Sciences Corp. * 195,300
--------------------
Services-Health Services - 2.57%
3,000 WellPoint Health Networks, Inc.* 230,250
--------------------
Services-Prepackaged Software - 2.90%
19,000 Computer Associates International, Inc. 259,540
--------------------
Surgical & Medical Instruments & Apparatus - 1.67%
8,000 Baxter International, Inc. 149,120
--------------------
Water Transportation - 2.15%
8,000 Carnival Corp. 192,880
--------------------
Wholesale - Drugs, Proprietaries & Druggists Sundries - 1.93%
3,300 AmerisourceBergen Corp. 173,250
--------------------
TOTAL COMMON STOCKS (Cost $8,564,471) 6,150,575
--------------------
Principal
Value FIXED INCOME OBLIGATIONS - 28.50% Value
$750,000 Bank of America Corp., 7.40%, 01/15/11 $ 894,903
150,000 Commercial Credit Co., 6.625%, 06/01/15 173,140
150,000 Cox Radio, Inc., 6.375%, 05/15/05 157,645
300,000 Fannie Mae, 6.50%, 08/15/04 321,236
350,000 Federal Home Loan Bank, 5.125%, 09/15/03 356,389
300,000 Federal Home Loan Bank, 5.62%, 02/25/04 311,903
300,000 New Plan Excel, 7.40%, 09/15/09 337,047
--------------------
TOTAL FIXED INCOME OBLIGATIONS (Cost $2,334,532) $ 2,552,263
--------------------
</table>
<page>
DEAN BALANCED FUND
SCHEDULE OF INVESTMENTS - March 31, 2003 - continued
<table>
<s> <c>
Principal
Value Value
MONEY MARKET SECURITIES - 3.85% (Cost $344,523)
$344,523 First American Treasury Obligation Fund, Class S $ 344,523
--------------------
TOTAL INVESTMENTS (Cost $11,243,526) - 101.04% $ 9,047,361
--------------------
Liabilities in excess of cash and other assets - (1.04%) (93,441)
--------------------
TOTAL NET ASSETS - 100.00% $ 8,953,920
====================
</table>
* Non-income producing securities.
<page>
DEAN INTERNATIONAL VALUE FUND
SCHEDULE OF INVESTMENTS - March 31, 2003
<table>
<s> <c>
Shares COMMON STOCKS - 96.05% Value
Austria - 2.95%
2,323 Erste Bank der Oesterreichischen Sparkassen AG $ 165,784
5,338 Telekom Austria 54,755
------------------
220,539
------------------
Brazil - 3.94%
17,136 Petroleo Brasileiros S.A. 237,315
2,200 Vale Rio Doce 57,638
------------------
294,953
------------------
Finland - 2.21%
11,989 Nokia (AB) 165,627
------------------
France - 11.84%
4,310 Aventis S.A. 189,209
2,243 BNP Paribas 89,828
3,100 France Telecom 63,225
1,289 L'Oreal S.A. 78,066
1,652 Sanofi-Synthelabo 83,123
1,708 Sanofi-Synthelabo 88,196
3,802 STMicroelectronics N.V. 71,982
822 Total Fina Elf S.A. 104,051
4,331 Vivendi Environment S.A. 71,411
3,542 Vivendi Universal 47,077
------------------
886,168
------------------
Germany - 4.97%
1,070 AMB Generali Holding AG 38,590
1,282 Deutsche Bank AG 54,000
1,461 Deutsche Boerse AG 56,326
2,137 Henkel KGaA 130,589
646 SAP Aktiengesellschaft 48,640
1,376 Volkswagen AG 43,920
------------------
372,065
------------------
Greece - 1.15%
6,000 Public Power Corp. 86,294
------------------
Hong Kong - 0.38%
6,000 Sun Hun Kai Props 28,771
------------------
Indonesia - 4.45%
620,000 Bank Central Asia 153,233
544,000 HM Sampoerna Tbk PT 180,284
------------------
333,517
------------------
</table>
<page>
DEAN INTERNATIONAL VALUE FUND
SCHEDULE OF INVESTMENTS - March 31, 2003
<table>
<s> <c>
Shares COMMON STOCKS - 96.05% - continued Value
Ireland - 1.07%
7,700 Irish Life & Perm $ 79,823
------------------
Italy - 0.66%
2,406 Assicurazioni Generali S.P.A. 49,569
------------------
Japan - 14.27%
2,000 Canon, Inc. 69,826
16 Japan Retail Fund 71,108
31 Japan Retail Fund 83,918
6,100 JFE Holdings Inc. 77,163
12,000 Kirin Brewery 89,762
15,000 Kirin Brewery 87,915
3,300 Lawson Corp. 95,176
10,000 Mitsubishi Corp. 61,730
1,500 Murata MFG 58,189
500 Nintendo Co., Ltd. 40,479
16 Office Building Fund of Japan 80,013
17,000 OJI Paper Co. 68,528
3,000 Olympus Optical Co., Ltd. JI Paper Co. 46,525
500 ROHM Co., Ltd. 54,183
2,700 Shin-Etsu Chemical Co., Ltd. 83,564
------------------
1,068,079
------------------
Luxembourg - 1.57%
6,000 OTP Bank Rt. 117,600
------------------
Mexico - 0.72%
43,200 Grupo Televisa S.A. 54,075
------------------
Netherlands - 3.56%
7,858 Philips Electronics 123,392
1,690 Unilever N.V. 100,600
9,584 Vedior N.V. 42,252
------------------
266,244
------------------
Singapore - 0.72%
76,000 Mobileone Ord edior N.V. 54,249
------------------
South Korea - 5.54%
5,030 Kookmin Bank 118,688
9,890 Korea Tobacco & GI 143,488
405 Samsung Electronics Co., Ltd. 91,690
600 Shinsegae Co., Ltd. 60,983
------------------
414,849
------------------
</table>
<page>
DEAN INTERNATIONAL VALUE FUND
SCHEDULE OF INVESTMENTS - March 31, 2003
<table>
<s> <c>
Shares COMMON STOCKS - 96.05% - continued Value
Spain - 3.65%
4,428 Aurea Concesiones de Infraestructuras,
S.A. Concesionaria del Estado 128,143
6,461 Repsol YPF 93,206
5,587 Telefonica, S.A. 52,249
------------------
273,598
------------------
Sweden - 0.98%
116,998 Erricsson (LM) 73,133
------------------
Switzerland - 7.20%
384 Nestle S.A. rricsson (LM) 76,004
4,549 Novartis AG oche Holdings AG Genusscheine 168,463
1,390 Roche Holdings AG Genusscheine 83,205
2,251 UBS AG CHF2.80 (REGD) 95,769
1,363 Zurich Financial Ser 115,979
------------------
539,420
------------------
Thailand - 2.84%
297,300 National Finance PCLurich Financial Ser 83,190
4,100 Siam Cement Co. 129,831
------------------
213,021
------------------
United Kingdom - 21.38%
24,999 Asustek Computer Inc. 46,748
3,402 Astrazeneca Ord 115,981
5,518 British Sky B'Cast 54,639
36,106 Egg Ord GBP0.50 47,936
13,891 Glaxosmithkline 244,360
14,031 Great Universal Stores 108,000
18,446 HSBC Hldgs Ord reat Universal Stores 189,212
12,870 London Stock Exchange 56,956
61,795 MMO2 Ord GBP0.001 43,707
14,584 Prudential 71,110
4,630 Reckitt Benckiser 75,886
5,766 Royal Bk Scot Group 129,865
35,941 Shell Trnspt & Trdg 217,282
111,608 Vodafone Group 199,331
------------------
1,601,013
------------------
TOTAL COMMON STOCKS (Cost $7,742,660) $ 7,192,607
------------------
PREFERRED STOCKS - 0.70%
Brazil - 0.70%
26,082 Aracruz Celulose S.A. - Class B 52,617
------------------
TOTAL PREFERRED STOCKS (Cost $48,794) $ 52,617
------------------
</table>
<page>
DEAN INTERNATIONAL VALUE FUND
SCHEDULE OF INVESTMENTS - March 31, 2003
<table>
<s> <c>
Shares RIGHTS - 0.17%
3,100 France Telecom ) $12,178
4,000 Vivendi Environment S.A. 262
------------------
12,440
------------------
TOTAL RIGHTS (Cost $0) $ 12,440
------------------
Principal
Value
Money Market Securities - 1.13%
$84,642 Dyfus Cash Management, 1.15% (Cost $84,642) (a) 84,642
------------------
TOTAL INVESTMENTS (Cost $7,876,096) - 98.05% $ 7,342,306
------------------
Other assets less liabilities - 1.95% 146,174
------------------
TOTAL NET ASSETS - 100.00% $ 7,488,480
==================
</table>
* Non-income producing securities.
(a) Variable rate security; the coupon rate shown represents the rate
at March 31, 2003.
<page>
DEAN INTERNATIONAL VALUE FUND
DIVERSIFICATION OF ASSETS:
<table>
<s> <c>
Percentage of
Net Assets
Apparel 1.17%
Auto Manufacturer 0.59%
Banking 10.69%
Building Materials 1.73%
Capital Goods 3.25%
Chemicals 2.86%
Communications 2.58%
Communication Equipment 2.21%
Computer Hardware 0.93%
Computer Equipment / Services 0.63%
Distributors 0.81%
Drugs & Healthcare 8.04%
Electric Equipment 2.19%
Electronics 2.19%
Financial Services 10.85%
Food & Beverages 3.56%
Insurance 2.53%
Machinery 1.50%
Manufacturing 1.15%
Media 1.45%
Mining and Metals 0.77%
Oil & Natural Gas 5.80%
Other Consumer Goods & Services 1.11%
Other Industrial Goods & Services 0.62%
Other Services 3.30%
Paper and Forest Products 1.62%
Personal Care 2.06%
Pharmaceutical 2.66%
Real Estate Investment Trust 2.40%
Retail 2.71%
Services 2.48%
Software Products 0.65%
Steel 1.03%
Telecommunications 2.42%
Transportation Equipment 2.90%
Wholesale Products 0.82%
Wireless Communications Services 2.66%
Other 1.13%
------------------
Total 98.05%
Other assets less liabilities 1.95%
------------------
Grand Total 100.00%
</table>
<page>
DEAN FAMILY OF FUNDS
STATEMENTS OF ASSETS & LIABILITIES
March 31, 2003
<table>
<s> <c> <c> <c> <c>
Large Cap Small Cap Balanced International
Value Fund Value Fund Fund Value Fund
-------------------------------------------------------------------------------
ASSETS
Investment in securities:
At cost $ 9,925,448 $ 13,818,923 $ 11,243,526 $ 7,876,096
================== =================== ================== =================
At value $ 7,358,023 $ 13,027,720 $ 9,047,361 $ 7,342,306
Cash - 2,032 - -
Cash denominated in foreign currency (Cost $122,282) - - - 124,940
Dividends and interest receivable 6,547 5,110 31,243 49,194
Receivable for securities sold - - - 105,595
Receivable for capital shares sold - 1,825 25,369 100
Net unrealized appreciation on forward foreign
currency exchange contracts - - - 64,701
Receivable from affiliates 6,710 97 10 16,295
Other receivables - - 2,135 -
------------------ ------------------- ------------------ -----------------
TOTAL ASSETS 7,371,280 13,036,784 9,106,118 7,703,131
------------------ ------------------- ------------------ -----------------
LIABILITIES
Dividends payable - - 25,514 -
Payable for securities purchased - - - 23,263
Payable for capital shares redeemed 223,143 375,613 108,604 168,127
Payable to affiliates - 37,728 10,139 -
Other liabilities 10,946 17,125 7,941 23,261
------------------ ------------------- ------------------ -----------------
TOTAL LIABILITIES 234,089 430,466 152,198 214,651
NET ASSETS
$ 7,137,191 $ 12,606,318 $ 8,953,920 $ 7,488,480
================== =================== ================== =================
Net Assets consist of:
Paid in capital $ 14,065,823 $ 15,730,543 $ 13,351,017 $ 14,615,648
Accumulated net investment income (loss) - - - 1,396,154
Accumulated net realized gains (losses) from security
transactions (4,361,207) (2,333,022) (2,200,932) (8,056,891)
Net unrealized appreciation (depreciation)
on investments (2,567,425) (791,203) (2,196,165) (533,790)
Net unrealized appreciation (depreciation) on translation
of assets and liabilities in foreign currencies - - - 67,359
------------------ ------------------- ------------------ -----------------
NET ASSETS $ 7,137,191 $ 12,606,318 $ 8,953,920 $ 7,488,480
================== =================== ================== =================
</table>
<page>
DEAN FAMILY OF FUNDS
STATEMENTS OF ASSETS & LIABILITIES - continued
March 31, 2003
<table>
<s> <c> <c> <c> <c>
Large Cap Small Cap Balanced International
Value Fund Value Fund Fund Value Fund
--------------------------------------------------------------------------------
PRICING OF CLASS A SHARES
Net assets applicable to Class A shares $ 6,725,313 $ 12,078,397 $ 8,183,461 $ 7,041,919
================== =================== ================== =================
Shares of beneficial interest outstanding (unlimited
numbers of shares authorized, no par value) 1,050,819 1,265,129 1,186,869 1,029,394
================== =================== ================== =================
Net asset value and redemption price per share $ 6.40 $ 9.55 $ 6.89 $ 6.84
================== =================== ================== =================
Maximum offering price per share $ 6.75 $ 10.08 $ 7.27 $ 7.22
================== =================== ================== =================
PRICING OF CLASS C SHARES
Net assets applicable to Class C shares $ 411,878 $ 527,921 $ 770,459 $ 446,561
================== =================== ================== =================
Shares of beneficial interest outstanding (unlimited
numbers of shares authorized, no par value)
68,023 56,675 118,571 67,003
================== =================== ================== =================
Net asset value, offering price, and redemption
price per share $ 6.05 $ 9.31 $ 6.50 $ 6.66
================== =================== ================== =================
</table>
<page>
DEAN FAMILY OF FUNDS
STATEMENTS OF OPERATIONS
Year ended March 31, 2003
<table>
<s> <c> <c> <c> <c>
Large Cap Small Cap Balanced International
Value Fund Value Fund Fund Value Fund
-----------------------------------------------------------------------
INVESTMENT INCOME
Dividends (net of foreign withholding taxes of
$27,184 for the International Value Fund) $ 158,056 $ 198,287 $ 108,273 $ 223,758
Interest 4,896 6,093 173,318 2,757
---------------- ----------------- ---------------- -----------------
TOTAL INCOME 162,952 204,380 281,591 226,515
EXPENSES
Investment advisory fees 106,715 169,453 107,429 137,376
Accounting services fees 28,519 30,079 29,710 48,582
Shareholder servicing and transfer agent fees
Class A 30,830 37,498 24,171 28,269
Class C 1,804 1,456 2,645 1,683
Custodian fees 7,355 10,564 7,202 60,210
Registration fees
Class A 15,591 18,992 13,331 16,597
Class C 2,929 2,721 2,834 1,953
Administrative Services fees 15,191 16,530 15,001 15,000
Trustees' fees and expenses 5,791 8,578 5,891 6,114
Professional fees 26,339 37,172 22,104 15,299
Reports to shareholders 5,240 7,468 5,274 6,911
Insurance expense 883 1,096 780 742
Amortization of organization expenses 287 342 257 -
Other expenses 624 - 2,696 -
---------------- ----------------- ---------------- -----------------
TOTAL EXPENSES 248,098 341,949 239,325 338,736
Fees waived and expenses reimbursed by Adviser (46,217) (25,764) (35,100) (103,038)
---------------- ----------------- ---------------- -----------------
NET EXPENSES 201,881 316,185 204,225 235,698
---------------- ----------------- ---------------- -----------------
NET INVESTMENT INCOME (LOSS) (38,929) (111,805) 77,366 (9,183)
---------------- ----------------- ---------------- -----------------
REALIZED & UNREALIZED GAINS (LOSSES)
Net realized gains (losses) from:
Security transactions (4,361,207) (2,333,092) (2,198,227) (3,603,468)
Foreign currency transactions - - - 1,405,337
Net change in unrealized appreciation (depreciation) on:
Investments (1,557,744) (3,348,565) (1,464,059) (921,344)
Foreign currency translation - - - 10,407
---------------- ----------------- ---------------- -----------------
NET REALIZED & UNREALIZED LOSSES
ON INVESTMENTS & FOREIGN CURRENCIES (5,918,951) (5,681,657) (3,662,286) (3,109,068)
---------------- ----------------- ---------------- -----------------
NET DECREASE IN NET ASSETS
FROM OPERATIONS $ (5,957,880) $ (5,793,462) $ (3,584,920) $ (3,118,251)
================ ================= ================ =================
</table>
<page>
DEAN FAMILY OF FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
<table>
<s> <c> <c>
Large Cap Value Fund Small Cap Value Fund
Year Year Year Year
ended ended ended ended
March 31, March 31, March 31, March 31,
2003 2002 2003 2002
---------- ------------------ ------------------- ------------------
FROM OPERATIONS:
Net investment income (loss) $ (38,929) $ (87,779) $ (111,805) $ 42,323
Net realized gains (losses) from security transactions (4,361,207) 1,840,711 (2,333,092) 4,299,929
Net change in net unrealized appreciation (depreciation)
on investments (1,557,744) (1,773,284) (3,348,565) 441,310
---------- ------------ ------------- ------------
Net increase (decrease) in net assets from operations (5,957,880) (20,352) (5,793,462) 4,783,562
----------- ------------ -------------- ------------
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income, Class A - - - (53,026)
From net realized gains, Class A (303,861) (1,603,594) (76,099) -
From net realized gains, Class C (19,592) (70,503) (2,856) -
------------ ------------ ------------- ------------
Decrease in net assets from distributions
to shareholders (323,453) (1,674,097) (78,955) (53,026)
------------ ------------- ------------- ------------
FROM CAPITAL SHARE TRANSACTIONS:
Class A
Proceeds from shares sold 781,170 2,698,752 784,133 2,089,724
Net asset value of shares issued in
reinvestment of distributions to shareholders 278,659 1,470,551 73,536 49,633
Payments for shares redeemed (3,618,718) (1,611,877) (4,325,276) (1,711,522)
------------- --------------- -------------- ------------
Net increase (decrease) in net assets from Class A
Share transactions (2,558,889) 2,557,426 (3,467,607) 427,835
------------- --------------- -------------- ------------
Class C
Proceeds from shares sold 217,179 684,077 69,716 74,069
Net asset value of shares issued in
reinvestment of distributions to shareholders 3,458 5,710 875 -
Payments for shares redeemed (355,380) (129,993) (109,571) (138,878)
------------ --------------- -------------- ------------
Net increase (decrease) in net assets from Class C
Share transactions (134,743) 559,794 (38,980) (64,809)
------------ --------------- -------------- ------------
Net increase (decrease) in net assets
from capital share transactions (2,693,632) 3,117,220 (3,506,587) 363,026
------------ --------------- -------------- ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS (8,974,965) 1,422,771 (9,379,004) 5,093,562
NET ASSETS:
Beginning of year 16,112,156 14,689,385 21,985,322 16,891,760
------------- --------------- -------------- ------------
End of year $ 7,137,191 $ 16,112,156 $ 12,606,318 $ 21,985,322
================== ================== =================== =================
ACCUMULATED DISTRIBUTIONS IN EXCESS
OF NET INVESTMENT INCOME $ - $ - $ - $ -
================== ================== =================== =================
</table>
<page>
DEAN FAMILY OF FUNDS
STATEMENTS OF CHANGES IN NET ASSETS - continued
<table>
<s> <c> <c>
Large Cap Value Fund Small Cap Value Fund
Year Year Year Year
ended ended ended ended
March 31, March 31, March 31, March 31,
2003 2002 2003 2002
------------------ ------------------ ------------------- -----------------
CAPITAL SHARE ACTIVITY:
Class A
Shares sold 93,137 225,368 68,872 175,191
Shares issued in reinvestment of distributions
to shareholders 38,436 132,721 6,898 3,712
Shares redeemed (495,562) (133,908) (394,861) (153,622)
------------------ ------------------ ------------------- -----------------
Net increase (decrease) in shares outstanding (363,989) 224,181 (319,091) 25,281
Shares outstanding, beginning of year 1,414,808 1,190,627 1,584,220 1,558,939
------------------ ------------------ ------------------- -----------------
Shares outstanding, end of year 1,050,819 1,414,808 1,265,129 1,584,220
================== ================== =================== =================
Class C
Shares sold 29,901 60,456 6,023 6,321
Shares issued in reinvestment of distributions
to shareholders 501 538 84 -
Shares redeemed (50,571) (10,893) (10,567) (12,193)
------------------ ------------------ ------------------ ------------------
Net increase (decrease) in shares outstanding (20,169) 50,101 (4,460) (5,872)
Shares outstanding, beginning of year 88,192 38,091 61,135 67,007
------------------ ------------------ ------------------ ------------------
Shares outstanding, end of year 68,023 88,192 56,675 61,135
================== ================== =================== =================
</table>
<page>
DEAN FAMILY OF FUNDS
STATEMENTS OF CHANGES IN NET ASSETS - continued
<table>
<s> <c> <c>
Balanced Fund International Fund
Year Year Year Year
ended ended ended ended
March 31, March 31, March 31, March 31,
2003 2002 2003 2002
---------------- ------------------ ------------------- -----------------
FROM OPERATIONS:
Net investment income (loss) $ 77,366 $ 111,967 $ (9,183) $ (101,581)
Net realized gains (losses) from:
Security transactions (2,198,227) 801,283 (3,603,468) (4,413,034)
Foreign currency transactions - - 1,405,337 (16,577)
Net change in net unrealized
appreciation/depreciation on:
Investments (1,464,059) (1,218,459) (921,344) 3,273,571
Foreign currency translation - - 10,407 3,512
------------------ ------------------ ------------------- -----------------
Net decrease in net assets from operations (3,584,920) (305,209) (3,118,251) (1,254,109)
------------------ ------------------ ------------------- -----------------
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income, Class A (175,957) (114,711) - (9,770)
From net investment income, Class C (14,376) (2,019) - -
From net realized gains, Class A (213,693) (587,649) - -
From net realized gains, Class C (26,738) (26,571) - -
From return of capital, Class A (373,414)
From return of capital, Class C (46,723)
------------------ ------------------ ------------------- -----------------
Decrease in net assets from distributions
to shareholders (850,901) (730,950) - (9,770)
------------------ ------------------ ------------------- -----------------
FROM CAPITAL SHARE TRANSACTIONS:
Class A
Proceeds from shares sold 366,531 1,773,551 7,184,374 1,896,955
Net asset value of shares issued in
reinvestment of distributions to shareholders 750,912 683,876 - 9,140
Payments for shares redeemed (1,452,762) (1,431,044) (9,305,455) (3,307,274)
------------------ ------------------ ------------------- ------------------
Net increase (decrease) in net assets from Class A
Share transactions (335,319) 1,026,383 (2,121,081) (1,401,179)
------------------ ------------------ ------------------- -----------------
Class C
Proceeds from shares sold 529,928 842,763 18,514 19,879
Net asset value of shares issued in
reinvestment of distributions to shareholders 6,020 5,533 - -
Payments for shares redeemed (525,393) (62,730) (209,987) (376,362)
------------------ ------------------ ------------------- -----------------
Net increase (decrease) in net assets from Class C
Share transactions 10,555 785,566 (191,473) (356,483)
------------------ ------------------ ------------------- -----------------
Net increase (decrease) in assets from
capital share transactions (324,764) 1,811,949 (2,312,554) (1,757,662)
------------------ ------------------ ------------------- -----------------
TOTAL INCREASE (DECREASE) IN NET ASSETS (4,760,585) 775,790 (5,430,805) (3,021,541)
NET ASSETS:
Beginning of year 13,714,505 12,938,715 12,919,285 15,940,826
------------------ ------------------ ------------------- -----------------
End of year $ 8,953,920 $ 13,714,505 $ 7,488,480 $ 12,919,285
================== ================== =================== =================
ACCUMULATED UNDISTRIBUTED
NET INVESTMENT INCOME $ - $ - $ 1,396,154 $ -
================== ================== =================== =================
</table>
<page>
DEAN FAMILY OF FUNDS
STATEMENTS OF CHANGES IN NET ASSETS - continued
<table>
<s> <c> <c>
Balanced Fund International Value Fund
Year Year Year Year
ended ended ended ended
March 31, March 31, March 31, March 31,
2003 2002 2003 2002
------------------ ------------------ ------------------- -----------------
CAPITAL SHARE ACTIVITY:
Class A
Shares sold 42,256 160,409 963,187 194,719
Shares issued in reinvestment of distributions
to shareholders 102,047 64,957 - 946
Shares redeemed (189,947) (133,080) (1,249,417) (347,698)
------------------ ------------------ ------------------- -----------------
Net increase (decrease) in shares outstanding (45,644) 92,286 (286,230) (152,033)
------------------ ------------------ ------------------- -----------------
Shares outstanding, beginning of year 1,232,513 1,140,227 1,315,624 1,467,657
------------------ ------------------ ------------------- -----------------
Shares outstanding, end of year 1,186,869 1,232,513 1,029,394 1,315,624
================== ================== =================== =================
Class C
Shares sold 65,651 83,818 2,181 2,130
Shares issued in reinvestment of distributions
to shareholders 865 555 - -
Shares redeemed (73,086) (5,878) (27,935) (43,637)
------------------ ------------------ ------------------- -----------------
Net increase (decrease) in shares outstanding (6,570) 78,495 (25,754) (41,507)
Shares outstanding, beginning of year 125,141 46,646 92,757 134,264
------------------ ------------------ ------------------- -----------------
Shares outstanding, end of year 118,571 125,141 67,003 92,757
================== ================== =================== =================
</table>
<page>
DEAN FAMILY OF FUNDS
LARGE CAP VALUE FUND - CLASS A
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Period
<table>
<s> <c> <c> <c> <c> <c>
Year Ended Year Ended Year Ended Year Ended Year Ended
March 31, March 31, March 31, March 31, March 31,
2003 2002 2001 2000 1999
------------- ------------------ ------------------- ------------------ ----------------
Net asset value,
beginning of period $ 10.75 $ 11.97 $ 11.11 $ 10.65 $ 12.21
-------------- ------------------ ------------------- ------------------ ----------------
Income (loss) from investment
operations:
Net investment income (loss) (0.03) (0.06)(b) 0.02 0.01 0.05
Net realized and unrealized
gains (losses) on investments (4.08) 0.12 0.97 0.46 (1.44)
-------------- ------------------ ------------------- ------------------ -------------------
Total from investment operations (4.11) 0.06 0.99 0.47 (1.39)
--------------- ------------------ ------------------- ------------------ -------------------
Less distributions:
From net investment income - - (0.13) (0.01) (0.05)
From net realized gains (0.24) (1.28) - - (0.12)
--------------- ------------------ ------------------- ------------------ ------------------
Total distributions (0.24) (1.28) (0.13) (0.01) (0.17)
--------------- ------------------ ------------------- ------------------ ------------------
Net asset value, end of period $ 6.40 $ 10.75 $ 11.97 $ 11.11 $ 10.65
=============== ================== =================== ================== ==================
Total Return (a) (38.49)% 0.17% 9.03% 4.38% (11.48)%
=============== ================== =================== ================== ==================
Net assets, end of period $ 6,725,313 $ 15,204,763 $ 14,247,739 $ 10,134,912 $ 9,315,112
=============== ================== =================== ================== ==================
Ratio of expenses to average net assets:
Before fee waivers and/or expense
reimbursement by Adviser 2.31% 1.91% 2.23% 2.11% 2.29%
After fee waivers and/or
reimbursements by Adviser 1.85% 1.85% 1.85% 1.85% 1.85%
Ratio of net investment income (loss)
to average net assets (0.32)% (0.52)% 0.19% 0.02% 0.46%
Portfolio turnover rate 55% 102% 103% 71% 55%
</table>
(a) Total returns shown exclude the effect of applicable sales loads.
(b) Net investment loss is based on average shares outstanding during the year.
<page>
DEAN FAMILY OF FUNDS
LARGE CAP VALUE FUND - CLASS C
FINANCIAL HIGHLIGHTS - continued
Per Share Data for a Share Outstanding Throughout Each Period
<table>
<s> <c> <c> <c> <c> <c>
Year Ended Year Ended Year Ended Year Ended Year Ended
March 31, March 31, March 31, March 31, March 31,
2003 2002 2001 2000 1999
------------ ------------------ ------------------- ------------------ ----------
Net asset value, beginning of period $ 10.29 $ 11.59 $ 10.71 $ 10.57 $ 12.16
------------ ------------------ ------------------- ------------------ ----------
Income (loss) from investment operations:
Net investment loss (0.09) (0.14)(b) (0.04) (0.03) (0.02)
Net realized and unrealized gains (losses)
on investments (3.91) 0.12 0.93 0.18 (1.45)
------------ ------------------ ------------------- ------------------ ----------
Total from investment operations (4.00) (0.02) 0.89 0.15 (1.47)
------------ ------------------ ------------------- ------------------ ----------
Less distributions:
From net investment income - - (0.01) (0.01) -
From net realized gains (0.24) (1.28) - - (0.12)
------------ ------------------ ------------------- ------------------ ----------
Total distributions (0.24) (1.28) (0.01) (0.01) (0.12)
------------ ------------------ ------------------- ------------------ ----------
Net asset value, end of period $ 6.05 $ 10.29 $ 11.59 $ 10.71 $ 10.57
============= ================== =================== ================== ==========
Total Return (a) (39.16)% (0.52)% 8.35% 1.38% (12.12)%
============= ================== =================== ================== ==========
Net assets, end of period $ 411,878 $ 907,393 $ 441,646 $ 511,730 $ 531,871
============= ================== =================== ================== ==========
Ratio of expenses to average net assets:
Before fee waivers and/or expense
reimbursement by Adviser 2.65% 3.03% 4.37% 4.04% 8.53%
After fee waivers and/or
reimbursements by Adviser 2.60% 2.60% 2.60% 2.60% 2.60%
Ratio of net investment loss
to average net assets (1.06)% (1.28)% (0.56)% (0.22)% (0.31)%
Portfolio turnover rate 55% 102% 103% 71% 55%
</table>
(a) Total returns shown exclude the effect of applicable sales loads.
(b) Net investment loss is based on average shares outstanding during the year.
<page>
DEAN FAMILY OF FUNDS
SMALL CAP VALUE FUND - CLASS A
FINANCIAL HIGHLIGHTS - continued
Per Share Data for a Share Outstanding Throughout Each Period
<table>
<s> <c> <c> <c> <c> <c>
Year Ended Year Ended Year Ended Year Ended Year Ended
March 31, March 31, March 31, March 31, March 31,
2003 2002 2001 2000 1999
----------- ----------- ------------ ------------ ----------
Net asset value, beginning of period $ 13.37 $ 10.40 $ 8.95 $ 9.15 $ 12.84
----------- --------------- ------------- ------------- -----------
Income (loss) from investment operations:
Net investment income (loss) (0.08) 0.03(b) 0.08 0.14 0.08
Net realized and unrealized gains (losses)
on investments (3.69) 2.97 1.44 (0.19) (3.03)
----------- --------------- ------------- ------------- -----------
Total from investment operations (3.77) 3.00 1.52 (0.05) (2.95)
----------- --------------- ------------- ------------- -----------
Less distributions:
From net investment income - (0.03) (0.07) (0.15) (0.06)
From net realized gains (0.05) - - - (0.68)
----------- --------------- ------------- ------------- -----------
Total distributions (0.05) (0.03) (0.07) (0.15) (0.74)
----------- --------------- ------------- ------------- -----------
Net asset value, end of period $ 9.55 $ 13.37 $ 10.40 $ 8.95 $ 9.15
============== =============== =============== =============== ==============
Total Return (a) (28.24)% 28.88% 16.94% (0.53)% (23.39)%
============== =============== =============== =============== ==============
Net assets, end of period $ 12,078,397 $ 21,187,653 $ 16,208,623 $ 13,333,607 $ 15,479,055
============== =============== =============== =============== ==============
Ratio of expenses to average net assets:
Before fee waivers and/or expense
reimbursement by Adviser 2.01% 1.84% 2.40% 1.92% 1.89%
After fee waivers and/or
reimbursements by Adviser 1.85% 1.84% 1.85% 1.85% 1.85%
Ratio of net investment income (loss)
to average net assets (0.65)% 0.26% 0.79% 1.49% 0.83%
Portfolio turnover rate 82% 67% 54% 90% 79%
</table>
(a) Total returns shown exclude the effect of applicable sales loads.
(b) Net investment income is based on average shares outstanding during
the year.
<page>
DEAN FAMILY OF FUNDS
SMALL CAP VALUE FUND - CLASS C
FINANCIAL HIGHLIGHTS - continued
Per Share Data for a Share Outstanding Throughout Each Period
<table>
<s> <c> <c> <c> <c> <c>
Year Ended Year Ended Year Ended Year Ended Year Ended
March 31, March 31, March 31, March 31, March 31,
2003 2002 2001 2000 1999
-------------- -------------- -------------- -------------- ------------
Net asset value, beginning of period $ 13.05 $ 10.20 $ 8.80 $ 9.05 $ 12.79
-------------- -------------- -------------- -------------- ------------
Income (loss) from investment operations:
Net investment income (loss) (0.11) (0.06)(b) 0.03 (0.01) 0.01
Net realized and unrealized gains (losses)
on investments (3.58) 2.91 1.44 (0.09) (3.03)
-------------- -------------- -------------- -------------- ------------
Total from investment operations (3.69) 2.85 1.47 (0.10) (3.02)
-------------- -------------- -------------- -------------- ------------
Less distributions:
From net investment income - - (0.07) (0.15) (0.04)
From net realized gains (0.05) - - - (0.68)
-------------- -------------- -------------- -------------- ------------
Total distribution (0.05) - (0.07) (0.15) (0.72)
-------------- -------------- -------------- -------------- ------------
Net asset value, end of period $ 9.31 $ 13.05 $ 10.20 $ 8.80 $ 9.05
============== ============== ============== ============== =============
Total Return (a) (28.32)% 27.94% 16.66% (1.11)% (24.00)%
============== ============== ============== ============== ============
Net assets, end of period $ 527,921 $ 797,669 $ 683,137 $ 2,344,244 $2,560,618
============== ============== ============== ============== ============
Ratio of expenses to average net assets:
Before fee waivers and/or expense
reimbursement by Adviser 2.19% 3.69% 3.18% 2.32% 2.70%
After fee waivers and/or
reimbursements by Adviser 2.19% 2.60% 2.31% 2.31% 2.60%
Ratio of net investment income (loss)
to average net assets (0.99)% (0.49)% 0.35% (0.31)% 0.17%
Portfolio turnover rate 82% 67% 54% 90% 79%
</table>
(a) Total returns shown exclude the effect of applicable sales loads.
(b) Net investment loss is based on average shares outstanding during the year.
<page>
DEAN FAMILY OF FUNDS
BALANCED FUND - CLASS A
FINANCIAL HIGHLIGHTS - continued
Per Share Data for a Share Outstanding Throughout Each Period
<table>
<s> <c> <c> <c> <c> <c>
Year Ended Year Ended Year Ended Year Ended Year Ended
March 31, March 31, March 31, March 31, March 31,
2003 2002 2001 2000 1999
------------ ------------ ------------ ------------ -------------
Net asset value, beginning of period $ 10.15 $ 10.92 $ 10.16 $ 10.75 $ 11.55
------------ ------------ ------------ ------------ -------------
Income (loss) from investment operations:
Net investment income 0.06 0.09(b) 0.20 0.28 0.19
Net realized and unrealized gains (losses)
on investments (2.69) (0.26) 0.98 (0.66) (0.56)
------------ ------------ ------------ ------------ -------------
Total from investment operations (2.63) (0.17) 1.18 (0.38) (0.37)
------------ ------------ ------------ ------------ -------------
Less distributions:
From net investment income (0.06) (0.10) (0.19) (0.21) (0.19)
From net realized gains (0.26) (0.50) (0.23) - (0.24)
From return of capital (0.31) - - - -
------------ ------------ ------------ ------------ -------------
Total distributions (0.63) (0.60) (0.42) (0.21) (0.43)
------------ ------------ ------------ ------------ -------------
Net asset value, end of period $ 6.89 $ 10.15 $ 10.92 $ 10.16 $ 10.75
============ ============= ============= ============ =============
Total Return (a) (26.10)% (1.75)% 11.93% (3.52)% (3.22)%
============ ============= ============= ============ =============
Net assets, end of period $ 8,183,461 $ 12,509,111 $ 12,453,481 $ 8,606,480 $ 10,391,582
============ ============= ============= ============ =============
Ratio of expenses to average net assets:
Before fee waivers and/or expense
reimbursement by Adviser 2.21% 2.01% 2.04% 2.13% 2.09%
After fee waivers and/or
reimbursements by Adviser 1.85% 1.85% 1.84% 1.85% 1.85%
Ratio of net investment income
to average net assets 0.77% 0.88% 1.89% 2.63% 1.79%
Portfolio turnover rate 51% 86% 66% 196% 60%
</table>
(a) Total returns shown exclude the effect of applicable sales loads.
(b) Net investment income is based on average shares outstanding during
the year.
<page>
DEAN FAMILY OF FUNDS
BALANCED FUND - CLASS C
FINANCIAL HIGHLIGHTS - continued
Per Share Data for a Share Outstanding Throughout Each Period
<table>
<s> <c> <c> <c> <c> <c>
Year Ended Year Ended Year Ended Year Ended Year Ended
March 31, March 31, March 31, March 31, March 31,
2003 2002 2001 2000 1999
-------------- -------------- -------------- -------------- --------------
Net asset value, beginning of period $ 9.63 $ 10.40 $ 10.00 $ 10.73 $ 11.52
-------------- -------------- -------------- -------------- --------------
Income (loss) from investment operations:
Net investment income (loss) 0.01 - (b) 0.12 (0.22) 0.11
Net realized and unrealized gains (losses)
on investments (2.53) (0.23) 0.95 (0.34) (0.55)
-------------- -------------- -------------- -------------- -------------
Total from investment operations (2.52) (0.23) 1.07 (0.56) (0.44)
-------------- -------------- -------------- -------------- -------------
Less distributions:
From net investment income (0.04) (0.04) (0.12) (0.17) (0.11)
From net realized gains (0.26) (0.50) (0.55) - (0.24)
From return of capital (0.31) - - - -
-------------- -------------- -------------- -------------- -------------
Total distributions (0.61) (0.54) (0.67) (0.17) (0.35)
-------------- -------------- -------------- -------------- -------------
Net asset value, end of period $ 6.50 $ 9.63 $ 10.40 $ 10.00 $ 10.73
============== ============== ============== ============== =============
Total Return (a) (26.37)% (2.38)% 11.03% (5.24)% (3.81)%
============== ============== ============== ============== =============
Net assets, end of period $ 770,459 $ 1,205,394 $ 485,234 $ 1,291,000 $ 1,885,376
============== ============== ============== ============== =============
Ratio of expenses to average net assets:
Before fee waivers and/or expense
reimbursement by Adviser 2.35% 4.01% 2.73% 2.74% 3.14%
After fee waivers and/or
reimbursements by Adviser 2.35% 2.60% 2.60% 2.60% 2.60%
Ratio of net investment income (loss)
to average net assets 0.29% 0.00% 1.14% (2.13)% 1.04%
Portfolio turnover rate 51% 86% 66% 196% 60%
</table>
(a) Total returns shown exclude the effect of applicable sales loads.
(b) Net investment income is based on average shares outstanding during
the year.
<page>
DEAN FAMILY OF FUNDS
INTERNATIONAL VALUE FUND - CLASS A
FINANCIAL HIGHLIGHTS - continued
Per Share Data for a Share Outstanding Throughout Each Period
<table>
<s> <c> <c> <c> <c> <c>
Year Ended Year Ended Year Ended Year Ended Year Ended
March 31, March 31, March 31, March 31, March 31,
2003 2002 2001 2000 1999
-------------- -------------- -------------- -------------- --------------
Net asset value, beginning of period $ 9.18 $ 9.96 $ 20.11 $ 12.41 $ 11.76
-------------- -------------- -------------- -------------- --------------
Income (loss) from investment operations:
Net investment loss - (0.06) (b) (0.11) (0.13) (0.01)
Net realized and unrealized gains (losses)
on investments (2.34) (0.71) (5.88) 8.50 0.69
-------------- -------------- -------------- -------------- --------------
Total from investment operations (2.34) (0.77) (5.99) 8.37 0.68
-------------- -------------- -------------- -------------- --------------
Less distributions:
From net investment income - (0.01) (0.01) - -
From net realized gains - - (4.15) (0.67) (0.03)
-------------- -------------- -------------- -------------- --------------
Total distributions - (0.01) (4.16) (0.67) (0.03)
-------------- -------------- -------------- -------------- --------------
Net asset value, end of period $ 6.84 $ 9.18 $ 9.96 $ 20.11 $ 12.41
============== ============== ============== ============== ==============
Total Return (a) (25.49)% (7.77)% (30.61)% 69.26% 5.82%
============== ============== ============== ============== ==============
Net assets, end of period $ 7,041,919 $ 12,078,887 $ 14,614,461 $ 19,605,996 $ 5,981,899
============== ============== ============== ============== ==============
Ratio of expenses to average net assets:
Before fee waivers and/or expense
reimbursement by Adviser 3.07% 2.73% 2.26% 2.89% 4.25%
After fee waivers and/or
reimbursements by Adviser 2.10% 2.10% 2.06% 2.09% 2.09%
Ratio of net investment loss
to average net assets (0.05)% (0.67)% (0.72)% (0.82)% (0.70)%
Portfolio turnover rate 143% 121% 146% 157% 100%
</table>
(a) Total returns shown exclude the effect of applicable sales loads.
(b) Net investment loss is based on average shares outstanding during the year.
<Page>
DEAN FAMILY OF FUNDS
INTERNATIONAL VALUE FUND - CLASS C
FINANCIAL HIGHLIGHTS - continued
Per Share Data for a Share Outstanding Throughout Each Period
<table>
<s> <c> <c> <c> <c> <c>
Year Ended Year Ended Year Ended Year Ended Year Ended
March 31, March 31, March 31, March 31, March 31,
2003 2002 2001 2000 1999
-------------- -------------- -------------- -------------- -------------
Net asset value, beginning of period $ 9.06 $ 9.88 $ 19.76 $ 12.28 $ 11.72
-------------- -------------- -------------- -------------- -------------
Income (loss) from investment operations:
Net investment loss (0.07) (0.12)(b) (0.21) (0.24) (0.10)
Net realized and unrealized gains (losses)
on investments (2.33) (0.70) (5.78) 8.43 0.69
-------------- -------------- -------------- -------------- -------------
Total from investment operations (2.40) (0.82) (5.99) 8.19 0.59
-------------- -------------- -------------- -------------- -------------
Less distributions:
From net investment income - - (0.01) - -
From net realized gains - - (3.88) (0.71) (0.03)
-------------- -------------- -------------- -------------- -------------
Total distributions - - (3.89) (0.71) (0.03)
-------------- -------------- -------------- -------------- -------------
Net asset value, end of period $ 6.66 $ 9.06 $ 9.88 $ 19.76 $ 12.28
============== ============== ============== ============== =============
Total Return (a) (26.49)% (8.30)% (30.90)% 68.54% 5.07%
============== ============== ============== ============== =============
Net assets, end of period $ 446,561 $ 840,398 $ 1,326,365 $ 1,902,892 $ 1,453,569
============== ============== ============== ============== =============
Ratio of expenses to average net assets:
Before fee waivers and/or expense
reimbursement by Adviser 3.23% 4.16% 2.72% 3.53% 5.91%
After fee waivers and/or
reimbursements by Adviser 2.85% 2.85% 2.72% 2.71% 2.84%
Ratio of net investment loss
to average net assets (0.71)% (1.30)% (1.40)% (1.61)% (1.23)%
Portfolio turnover rate 143% 121% 146% 157% 100%
</table>
(a) Total returns shown exclude the effect of applicable sales loads.
(b) Net investment loss is based on average shares outstanding during the year.
<page>
DEAN FAMILY OF FUNDS
NOTES TO FINANCIAL STATEMENTS
March 31, 2003
1. Organization
The Dean Family of Funds (the Trust) is registered under the Investment
Company Act of 1940 as an open-end management investment company. The Trust was
organized as an Ohio business trust under a Declaration of Trust dated December
18, 1996. The Trust has established four series: the Large Cap Value Fund, the
Small Cap Value Fund, the Balanced Fund, and the International Value Fund (the
Funds). The Trust was capitalized on March 17, 1997, when the initial shares of
each Fund (except for the International Value Fund) were purchased at $10.00 per
share. The International Value Fund was capitalized on October 13, 1997.
The Large Cap Value Fund seeks to provide capital appreciation and dividend
income over the long-term by investing primarily in the common stocks of large
companies.
The Small Cap Value Fund seeks to provide capital appreciation by investing
primarily in the common stocks of small companies.
The Balanced Fund seeks to preserve capital while producing a high total
return by allocating its assets among equity securities, fixed-income securities
and money market instruments.
The International Value Fund seeks to provide long-term capital growth by
investing primarily in the common stocks of foreign companies.
The Funds each offer two classes of shares: Class A shares (sold subject to
a maximum front-end sales load of 5.54% of net asset value and a distribution
fee of up to 0.25% per annum of the average daily net assets allocable to Class
A shares) and Class C shares (sold subject to a maximum contingent deferred
sales load of 1.00% of net asset value if redeemed within a one-year period from
purchase and a distribution fee of up to 1.00% per annum of average daily net
assets allocable to Class C shares). Each Class A and Class C share of a Fund
represents identical interests in the Fund's investment portfolio and has the
same rights, except that (i) Class C shares bear the expenses of higher
distribution fees, which is expected to cause Class C shares to have a higher
expense ratio and to pay lower dividends than Class A shares; (ii) certain other
class specific expenses will be borne solely by the class to which such expenses
are attributable; and (iii) each class has exclusive voting rights with respect
to matters relating to its own distribution arrangements.
2. Significant Accounting Policies
The following is a summary of the Trust's significant accounting policies:
Security valuation - The Funds' portfolio securities are valued as of the
close of the regular session of trading on the New York Stock Exchange
(generally 4:00 p.m., Eastern time). Securities traded on a stock exchange or
quoted by NASDAQ are valued based upon the last reported sale price on the
principal exchange where the security is traded, or, if not traded on a
particular day, at the closing bid price. Securities traded in the
over-the-counter market, and that are not quoted by NASDAQ, are valued at the
last sale price or, if the last sale price is not readily available, at the last
price as quoted by brokers that make markets in the securities. U.S. Government
obligations are valued at their most recent bid prices as obtained from one or
more of the major market makers for such securities. With respect to the
International Value Fund, securities mainly traded on a non-U.S. exchange are
generally valued according to the preceding closing values on that exchange and
the translated U.S. dollar value of foreign securities and forward foreign
currency exchange contracts is determined using spot and forward currency
exchange rates, respectively, supplied by a quotation service. Securities for
which market quotations are not readily available are valued at their fair
market value as determined in good faith in accordance with consistently applied
procedures established by and under the general supervision of the Board of
Trustees.
Share valuation - The net asset value per share of each class of shares of
each Fund is calculated daily by dividing the total value of a Fund's assets
attributable to that class, less liabilities attributable to that class,
2. Significant Accounting Policies - continued
by the number of shares of that class outstanding. The maximum offering
price of Class A shares of each Fund is equal to the net asset value per share
plus a sales load equal to 5.54% of the net asset value (or 5.25% of the
offering price). The offering price of Class C shares of each Fund is equal to
the net asset value per share.
The redemption price per share of Class A shares and Class C shares of each
Fund is equal to net asset value per share. A contingent deferred sales load is
imposed upon certain redemptions of Class A shares that were purchased at net
asset value if a commission was paid by the Underwriter to a participating
unaffiliated dealer at the time of the purchase and the Class A shares are
redeemed within one year from the date of purchase. The contingent deferred
sales load will equal the commission percentage paid at the time of purchase (up
to 1.00%) applied to the lesser of the net asset value of the Class A shares at
the time of purchase or the net asset value of the Class A shares at the time of
redemption. In addition, Class C shares of each Fund are subject to a contingent
deferred sales load of 1.00% of the original purchase price if redeemed within a
one-year period from the date of purchase.
Investment income - Dividend income is recorded on the ex-dividend date.
Interest income is accrued as earned. Discounts and premiums on securities
purchased are amortized in accordance with income tax regulations which
approximate generally accepted accounting principles.
Distributions to shareholders - The Large Cap Value Fund, the Balanced Fund
and the International Value Fund distribute substantially all of its net
investment income, if any, on a quarterly basis. The Small Cap Value Fund
distributes substantially all of its net investment income, if any, on an annual
basis. Each Fund distributes any net realized long-term capital gains at least
once each year. Management will determine the timing and frequency of the
distributions of any net realized short-term capital gains.
Allocation between classes - Investment income earned, realized capital
gains and losses, and unrealized appreciation and depreciation for the Funds are
allocated daily to each class of shares based upon its proportionate share of
the total net assets of the Fund. Class specific expenses are charged directly
to the class incurring the expense. Common expenses that are not attributable to
a specific class are allocated daily to each class of shares based upon its
proportionate share of the total net assets of the Fund.
Organization expenses - Expenses of the organization have been capitalized
and are being amortized on a straight-line basis over five years. In the event
any of the initial shares of a Fund are redeemed during the amortization period,
the redemption proceeds will be reduced by a pro rata portion of any unamortized
organization expenses in the same proportion as the number of initial shares
being redeemed bears to the number of initial shares of the Fund outstanding at
the time of redemption.
Investment transactions - Investment transactions are accounted for on the
trade date. Securities sold are valued on a specific identification basis.
Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of income and
expense during the reporting period. Actual results could differ from those
estimates.
Federal income tax - It is the policy of each Fund to continue to qualify
as a regulated investment company by complying with the provisions available to
certain investment companies, as defined in applicable sections of the Internal
Revenue Code (the "Code"), and to make distributions of net investment income
and net realized capital gains sufficient to relieve it from all, or
substantially all, federal income taxes.
2. Significant Accounting Policies - continued
As of March 31, 2003, for federal income tax purposes, the Funds have
capital loss carryforwards available to offset future capital gains, if any, in
the following amounts:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<table>
<s> <c> <c>
Amount Expires March 31,
- ------------------------------------------------------------------------------------------------------
Large Cap Value Fund 1,993,573 2011
- ------------------------------------------------------------------------------------------------------
Small Cap Value Fund 355,929 2011
- ------------------------------------------------------------------------------------------------------
Balanced Fund 1,396,625 2011
- ------------------------------------------------------------------------------------------------------
International Value Fund 1,415,122 2011
- ------------------------------------------------------------------------------------------------------
International Value Fund 4,231,852 2010
- ------------------------------------------------------------------------------------------------------
</table>
The following information is based upon the federal income tax cost of
portfolio investments as of March 31, 2003:
- --------------------------------------------------------------------------------
<table>
<s> <c> <c> <c> <c>
Large Cap Small Cap Balanced International
Value Fund Value Fund Fund Value Fund
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Gross unrealized appreciation $ 177,470 $ 773,659 $ 422,068 $ 194,534
---------------------------------------------------------------
Gross unrealized depreciation (2,744,895) (1,564,862) (2,618,233) (1,950,628)
---------------------------------------------------------------
Net unrealized appreciation (depreciation) $ (2,567,425) $ (791,203) $ (2,196,165) $ (1,756,094)
---------------------------------------------------------------
Federal income tax cost $ 9,925,448 $ 13,818,923 $ 11,243,526 $ 9,098,400
- --------------------------------------------------------------------------------------------------------------------
</table>
3. Distribution to Shareholders
The Large Cap Value Fund
On December 12, 2002, a capital gain distribution of $0.24 per share was
paid to shareholders of record for the A and C Classes on December 11, 2002.
The tax character of distributions paid during fiscal years 2002 and 2003
was as follows:
<table>
<s> <c> <c>
2003 2002
- ------------------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 323,453 $ 762,786
Long-term capital gain - 911,311
------------------- -----------------
$ 323,453 $ 1,674,097
=================== =================
</table>
As of March 31, 2003, and March 31, 2002, the components of distributable
earnings on a tax basis were as follows:
<table>
<s> <c> <c>
2003 2002
- ------------------------------------------------------------------------------------------
Undistributed ordinary income $ - $ 323,518
Accumulated capital and other losses * (4,361,206) -
Unrealized appreciation (depreciation) (2,567,425) (1,009,681)
------------------- -----------------
$ (6,928,631) $ (686,163)
=================== =================
</table>
* Included in this amount is post-October loss of $2,367,633. This amount
is deemed to reverse on the first business day of the Fund's next taxable year.
3. Distribution to Shareholders - continued The Small Cap Value Fund
On December 12, 2002, an capital gain distribution of $0.05 per share was
paid to shareholders of record for the A and C Classes on December 11, 2002.
The tax character of distributions paid during fiscal years 2002 and 2003
was as follows:
<table>
<s> <c> <c>
2003 2002
- ------------------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ - $ 42,323
Long-term capital gain 78,955 -
------------------ -------------
78,955 42,323
Return of capital - 10,703
------------------ -------------
$ 78,955 $ 53,026
================== =============
</table>
As of March 31, 2003, and March 31, 2002, the components of distributable
earnings on a tax basis were as follows:
<table>
<s> <c> <c>
2003 2002
- ------------------------------------------------------------------------------------------
Undistributed long-term gain $ - $ 79,025
Accumulated capital and other losses * (2,333,022) -
Unrealized appreciation (depreciation) (791,203) 2,557,362
----------------- -------------
$ (3,124,225) $ 2,636,387
================= =============
</table>
* Included in this amount is post-October loss of $1,977,163. This amount
is deemed to reverse on the first business day of the Fund's next taxable year.
The Balanced Fund
On June 28, 2002, an income distribution of $0.01 per share was paid to
shareholders on record for the A Class on June 27, 2002. On September 30, 2002,
an income distribution of $0.02 per share was paid to shareholders on record for
the A Class on September 27, 2002. On December 12, 2002, a capital gain
distribution of $0.26 and a return of capital of $0.31 per share was paid to
shareholders of record for the A and C Classes on December 11, 2002. On December
30, 2002, an income distribution of $0.01 and $0.04 per share was paid to
shareholders of record for the A and C Classes December 27, 2002, respectively.
On March 31, 2003, an income distribution of $0.02 per share was paid to
shareholders of record for the A Class on March 28, 2003.
The tax character of distributions paid during fiscal years 2002 and 2003
was as follows:
<table>
<s> <c> <c>
2003 2002
- ------------------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 430,764 $ 287,230
Long-term capital gain - 438,957
------------------ ------------------
430,764 726,187
Return of capital 420,137 4,763
------------------ ------------------
$ 850,901 $ 730,950
================== ==================
</table>
As of March 31, 2003, and March 31, 2002, the components of distributable
earnings on a tax basis were as follows:
<table>
<s> <c> <c>
2003 2002
- ------------------------------------------------------------------------------------------
Undistributed ordinary income $ - $ 353,398
Accumulated capital and other losses * (2,200,932) -
Unrealized appreciation (depreciation) (2,196,165) (732,106)
------------------ ------------------
$ (4,397,097) $ (378,708)
================== ==================
</table>
3. Distribution to Shareholders - continued
* Included in this amount is post-October loss of $804,307. This amount is
deemed to reverse on the first business day of the Fund next taxable year.
The International Value Fund
The tax character of distributions paid during fiscal year 2002 and 2003 was
as follows:
<table>
<s> <c> <c>
2003 2002
- ---------------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ - $ -
Long-term capital gain - -
----------------------- ------------------
- -
Return of capital - 9,770
----------------------- ------------------
$ - $ 9,770
======================= ==================
</table>
As of March 31, 2003, and March 31, 2002, the components of distributable
earnings on a tax basis were as follows:
<table>
<s> <c> <c>
2003 2002
- ---------------------------------------------------------------------------------------
Undistributed ordinary income $ 1,442,897 $ -
Accumulated capital and other losses * (6,834,588) (4,231,852)
Unrealized appreciation (depreciation) (1,735,478) 444,506
-------------------- -------------------
$ (7,127,169) $ (3,787,346)
==================== ===================
</table>
* Included in this amount is post-October loss of $1,187,614. This amount
is deemed to reverse on the first business day of the Fund's next taxable year.
The difference between book basis and tax basis unrealized appreciation is
attributable primarily to the tax deferral of losses on wash sales and the
realization for tax purposes of unrealized gains on certain forward foreign
currency contracts.
4. Investment Transactions
Investment transactions, other than short-term investments, were as follows
for the year ended March 31, 2003:
<table>
<s> <c> <c> <c> <c>
Large Cap Small Cap Balanced International
Value Fund Value Fund Fund Value Fund
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Purchases of portfolio securities $ 5,677,514 $ 13,454,716 $ 5,158,945 $ 15,513,508
==============================================================
Proceeds from sales and maturities of portfolio securities $ 8,655,281 $ 16,168,362 $ 5,277,409 $ 17,862,442
- -------------------------------------------------------------==============================================================
</table>
5. Commitments and Transactions with Affiliates
Certain officers of the Trust are also officers or employees of C.H. Dean &
Associates, Inc. (the Adviser) or of Unified Fund Services, Inc. (UFS), the
administrative services agent, transfer and shareholder servicing agent, and
accounting services agent for the Trust.
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENT
The Fund's investments are managed by the Adviser pursuant to the terms of
an advisory agreement. In accordance with the advisory agreement, the Adviser is
entitled to an investment management fee, computed and accrued daily and paid
monthly, at an annual rate of 1.00% of the average daily net assets of the Large
Cap Value Fund, the Small Cap Value Fund and the Balanced Fund and 1.25% of the
average daily net assets of the International Value Fund.
Newton Capital Management Ltd. (Newton Capital) has been retained by the
Adviser to manage the investments of the International Value Fund. The Adviser
(not the Fund) pays Newton Capital a fee for its services equal to the annual
rate of 0.50% of the Fund's average daily net assets.
Pursuant to a written contract between the Adviser and the Trust, the
Adviser waived a portion of its advisory fees for each Fund during the year
ended March 31, 2003. In addition, the Adviser reimbursed each Fund for the
Trustees fees for the year ended March 31, 2003. The Adviser waived and
reimbursed $46,217 of fees for the Large Cap Value Fund, $25,764 of fees for the
Small Cap Value Fund, $35,100 of fees for the Balanced Fund, and $103,038 of
fees for the International Value Fund during the year ended March 31, 2003.
ADMINISTRATION AGREEMENT
Under the terms of a Mutual Fund Services Agreement, UFS serves as
administrative services agent for the Trust. UFS supplies non-investment related
administrative and compliance services for the Funds. UFS supervises the
preparation of tax returns, reports to shareholders, reports to and filings with
the Securities and Exchange Commission and state securities commissions, and
materials for meetings of the Board of Trustees. For these services, UFS
receives a monthly fee from each Fund at an annual rate of 0.09% on its average
daily net assets up to $100 million, 0.06% on the next $150 million of such net
assets, and 0.03% on such net assets in excess of $250 million, subject to a
$15,000 minimum annual fee for each Fund. In addition each Fund pays additional
expenses including, but not limited to, fees for federal and state securities
registration.
TRANSFER AGENT AND SHAREHOLDER SERVICING AGREEMENT
Under the terms of the Mutual Fund Services Agreement, UFS serves as
transfer and shareholder servicing agent for the Trust. UFS maintains the
records of each shareholder's account, answers shareholder inquiries concerning
accounts, processes purchases and redemptions of the Funds' shares, acts as
dividend and distribution disbursing agent and performs other shareholder
servicing functions. For these services, UFS receives a monthly fee based on the
number of shareholder accounts in each class of each Fund, subject to a $1,000
minimum monthly fee for each Fund. In addition, each Fund pays out-of-pocket
expenses including, but not limited to, postage and supplies.
ACCOUNTING SERVICES AGREEMENT
Under the terms of the Mutual Fund Services Agreement, UFS serves as
accounting services agent for the Trust. UFS calculates the daily net asset
value per share and maintains the financial books and records of the Funds.
For these services, UFS receives a monthly fee from each Fund at a
rate of 0.05% of its average daily net assets up to $100 million, 0.04% of the
next $150 million of such net assets, and 0.03% of such net assets in excess of
$250 million, subject to $26,000 minimum annual fees for each Fund. In addition,
each Fund pays certain out-of-pocket expenses incurred by UFS in obtaining
valuations of such Fund's portfolio securities.
UNDERWRITING AGREEMENT
2480 Securities LLC (the Underwriter), an affiliate of the Adviser, serves
as principal underwriter for the Funds and, as such, is the exclusive agent for
the distribution of shares of the Funds. Under the terms of the Underwriting
Agreement between the Trust and the Underwriter, the Underwriter earned $1,104,
$59, $0, and $2,106 from underwriting and broker commissions on the sale of
shares of the Large Cap Value Fund, the Small Cap Value Fund, the Balanced Fund,
and the International Value Fund, respectively, during the year ended March 31,
2003.
PLANS OF DISTRIBUTION
The Trust has a Plan of Distribution (Class A Plan) under which Class A
shares may directly incur or reimburse the Underwriter for expenses related to
the distribution and promotion of shares. The annual limitation for payment of
such expenses under the Class A Plan is 0.25% of each Fund's average daily net
assets attributable to such shares. For the year ended March 31, 2003, Class A
shares of each Fund did not incur any distribution expenses.
The Trust also has a Plan of Distribution (Class C Plan), which provides
for two categories of payments. First, the Class C Plan provides for the payment
to the Underwriter of an account maintenance fee up to 0.25% per year of each
Fund's average daily net assets attributable to Class C shares. In addition, the
Class C shares may directly incur or reimburse the Underwriter in an amount not
to exceed 0.75% per year of each Fund's average daily net assets attributable to
Class C shares for certain distribution-related expenses incurred in the
distribution and promotion of the Fund's Class C shares. For the year ended
March 31, 2003, Class C shares of each Fund did not incur any distribution
expenses.
6. Foreign Currency Translation
With respect to the International Value Fund, amounts denominated in or
expected to settle in foreign currencies are translated into U.S. dollars based
on exchange rates on the following basis:
A. The market values of investment securities and other assets and
liabilities are translated at the closing rate of exchange each day.
B. Purchases and sales of investment securities and income and
expenses are translated at the rate of exchange prevailing on the
respective dates of such transactions.
The Fund does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from those
resulting from changes in market prices of securities held. Such fluctuations
are included with the net realized and unrealized gains and losses from
investments.
Reported net realized foreign exchange gains or losses arise from 1) sales
of foreign currencies, 2) currency gains or losses realized between the trade
and settlement dates on securities transactions, and 3) the difference between
the amounts of dividends, interest, and foreign withholding taxes recorded on
the Fund's books, and the U.S. dollar equivalent to the amounts actually
received or paid. Reported net unrealized foreign exchange gains or losses arise
from changes in the value of assets and liabilities, other than investments,
resulting from changes in exchange rates.
7. Risk Associated with Foreign Securities
Investments in securities of foreign issuers carry certain risks not
ordinarily associated with investments in securities of domestic
<page>
7. Risk Associated with Foreign Securities - continued
issuers. Such risks include future political and economic developments and the
possible imposition of exchange controls or other foreign governmental laws
and restrictions. In addition, with respect to certain countries, there is the
possibility of expropriation of assets, confiscatory taxation, political or
social instability or diplomatic developments which could adversely affect
investments in those countries.
Certain countries may also impose substantial restrictions on investments
in their capital markets by foreign entities, including restrictions on
investments in issuers or industries deemed sensitive to relevant national
interests. These factors may limit the investment opportunities available to the
International Value Fund or result in a lack of liquidity and high price
volatility with respect to securities of issuers from developing countries.
8. Forward Foreign Currency Exchange Contracts
The International Value Fund may enter into forward foreign currency
exchange contracts as a way of managing foreign exchange rate risk. The Fund may
enter into these contracts for the purchase or sale of a specific foreign
currency at a fixed price on a future date as a hedge or cross-hedge against
either specific transactions or portfolio positions (a cross-hedge occurs when
forward foreign currency contracts are executed for a currency that has a high
correlation with the currency that is being hedged). The objective of the Fund's
foreign currency hedging transactions is to reduce the risk that the U.S. dollar
value of the Fund's securities denominated in foreign currency will decline in
value due to changes in foreign currency exchange rates. These contracts are
valued daily, and the Fund's net equity therein, representing unrealized gain or
loss on the contracts as measured by the difference between the forward foreign
exchanges rates at the dates of entry into the contracts and the forward foreign
exchange rates at the reporting date, is included in the Statement of Assets and
Liabilities. Realized and unrealized gains or losses are included in the Fund's
Statement of Operations. Risks may arise upon entering into these contracts from
the potential inability of counterparties to meet the terms of their contracts
and from unanticipated movements in the value of a foreign currency relative to
the U.S. dollar. These contracts may involve market or credit risk in excess of
the amounts reflected on the Fund's statement of assets and liabilities.
As of March 31, 2003, the International Value Fund had forward foreign
currency exchange contracts outstanding as follows:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<table>
<s> <c> <c> <c>
Net Appreciation
Settlement (Depreciation)
Date To Deliver To Receive in U.S. Dollars
- --------------------------------------------------------------------------------
04/02/03 (387,417) HKD 45,681 EUR $ 176
04/15/03 (79,306) EUR 673,000 HKD (253)
04/15/03 (34,256) EUR 295,000 HKD 462
04/15/03 (17,714) EUR 149,000 HKD (216)
04/15/03 (39,004) EUR 326,000 HKD (741)
04/15/03 (10,390) EUR 84,000 HKD (562)
04/15/03 (610,000) HKD 77,308 EUR 6,106
04/15/03 (1,142,000) HKD 146,157 EUR 12,986
05/15/03 (63,000) USD 62,843 EUR 5,464
06/13/03 (101,451,000) JPY 824,336 EUR 39,504
08/15/03 (72,000) USD 67,925 EUR 1,775
------------------
Total appreciation on contracts $ 64,701
==================
</table>
- --------------------------------------------------------------------------------
EUR - Euro Dollar USD - U.S. Dollar
HKD - Hong Kong Dollar JPY - Japanese Yen
9. Management of The Funds (Unaudited)
Listed in the charts below is basic information regarding the Trustees and
Officers of the Trust. The Trust's Statement of Additional Information includes
more information about the Trustees. To request a free copy, call 888-899-8343.
- --------------------- ------- ------------- ------------------ -----------------
<table>
<s> <c> <c> <c> <c> <c> <c>
Name and Address Age Position(s) Term of Office Principal Occupation(s) Number of Other
Held with and Length of During Past Five Years Portfolios in Directorships
Trust Time Served Fund Complex Held by Trustee
Overseen by
Trustee
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
Independent Trustees
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
Sam B. Gould 60 Trustee Indefinite; Dean of the University 4 None
58 Since 1998 of Dayton School of
Trustee Business Administration
6000(1) 57
Trustee
4000(1)
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
Frank J. Perez 59 Trustee Indefinite; President and Chief 4 American
Since 1997 Executive Officer of Hospital
Kettering Medical Center Association;
Network Premier Health
Services
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
David H. Ponitz 72 Trustee Indefinite; President Emeritus of 4 Dayton
Since 1997 Sinclair Community College Division
Advisory Board
- Unizan Bank
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
Gilbert P. 66 Trustee Indefinite; Director of S.C.O., Inc. 4 Tarantella,
Williamson Since 1997 (a software company), Inc. (a
Retix, Inc. (a software
communications company), company)
Roberds, Inc. (a retail
company) and Citizens
Federal Bank
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
Officers
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
Stephen M. Miller 48 President One Year; Since President and Chief N/A N/A
46 2000 Operating Officer of C.H.
President Dean & Associates, Inc.,
0 and President of 2480
Securities LLC. Mr. Miller
joined C.H. Dean &
Associates, Inc. in 1992
and has held various
positions with C.H. Dean &
Associates, Inc. and 2480
Securities LLC.
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
Martin W. Flesher 40 Vice-PresidentOne Year; Since Vice President, Director N/A N/A
2001 of Sales and Marketing of
C.H. Dean & Associates,
Inc. Mr. Flesher joined
C.H. Dean & Associates,
Inc. in 1999 as Regional
Manager of Institutional
Markets. Prior to joining
C.H. Dean & Associates,
Inc., he was a Financial
Consultant at Merrill
Lynch in Dayton.
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
Debra E. Rindler 38 Secretary/ One Year; Since Vice President, Chief N/A N/A
Treasurer 2001 Financial Officer and
Director of Finance and
Administration of C.H.
Dean & Associates, Inc.
Ms. Rindler joined C.H.
Dean & Associates, Inc. in
1993 and has held various
positions with C.H. Dean &
Associates, Inc.
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
Carol J. Highsmith 38 Assistant One Year; Since Assistant Vice President N/A N/A
Secretary 2001 of Unified Fund Services,
Inc.;Vice President of
Lindbergh Funds, and
Secretary of The Unified
Funds (all of which are
registered investment
companies)
- --------------------- ------- ------------- ------------------ ---------------------------- ---------------- ----------------
</table>
<page>
Report of Independent Auditors
The Board of Trustees and Shareholders
Dean Family of Funds
We have audited the accompanying statements of assets and liabilities,
including the schedules of investments, of Dean Family of Funds (comprised of
the Large Cap Value Fund, Small Cap Value Fund, Balanced Fund, and International
Value Fund) (the Funds) as of March 31, 2003, and the related statements of
operations for the year then ended, the statements of changes in net assets for
each of the two years in the period then ended and the financial highlights for
each of the five years in the period then ended. These financial statements are
the responsibility of the Funds' management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of March 31, 2003, by correspondence with custodian and brokers. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. 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
each of the respective portfolios comprising Dean Family Funds as of March 31,
2003, the results of their operations for the year then ended, the changes in
their net assets for each of the two years in the period then ended and their
financial highlights for each of the five years in the period then ended, in
conformity with accounting principles generally accepted in the United States.
/s/ Ernest & Young LLP
Ernst & Young LLP
Cincinnati, Ohio
May 9, 2003
<page>
Item 2. Code of Ethics. Not applicable.
Item 3. Audit Committee Financial Expert. Not applicable.
Item 4. Principal Accountant Fees and Services. Not applicable.
Item 5 Audit Committee of Listed Registrants. Not applicable.
Item 6 Reserved.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.
Not applicable.
Item 8. Reseved.
Item 9. Controls and Procedures.
(a) Based on an evaluation of the registrant's disclosure controls and
procedures as of March 31, 2003 [within 90 days of filing date of this
Form N-CSR], the disclosure controls and procedures are reasonably designed to
ensure that the information required in filings on Forms N-CSR is recorded,
processed, summarized, and reported on a timely basis.
(b) There were no significant changes in the registrant's internal controls
or in other factors that could affect these controls subsequent to the date of
our evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Item 10. Exhibits.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Not applicable.
(b) Certifications required by Item 10(b) of Form N-CSR are filed herewith.
<page>
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.
Dean Family of Funds
By: /s/ Stephen M. Miller
Stephen M. Miller, President
Date 5/30/03
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.
By: /s/ Stephen M. Miller
Stephen M. Miller, President
Date 5/30/03
By: /s/ Debra E. Rindler
Debra E. Rindler, Secretary / Treasurer
Date 5/30/03