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)
Debra E. Rindler
Dean Investment Associates, LLC
2480 Kettering Tower
Dayton, OH 45423
- ------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: 800-327-3656
Date of fiscal year end: 3/31
------------
Date of reporting period: 3/31/04
-------------------
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.
Item 1. Reports to Stockholders.
[logo]
Dean Investment Associates
- --------------------------
Dean Family of Funds
Large Cap Value Fund
Small Cap Value Fund
Balanced Fund
International Fund
[logo]
Annual Report
March 31, 2004
<page>
<page>
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
investment objectives. We are true value managers and continue to emphasize our
conservative, risk averse investment philosophy. We believe the stock market
over time rewards investors for adhering to a disciplined, research-intensive
value investment strategy.
Following this letter are individual reports from our Portfolio Managers that
provide insights into the investment discipline and holdings for each of our
Dean Funds.
Market Outlook
As expected, the economy continues to strengthen with broad-based momentum
across all major segments. We believe that the monetary and fiscal policy steps
taken over the last two years successfully reinvigorated the economy, so that it
is now self-sustaining: consumer spending, production, business investment and
residential investment all are experiencing vigorous growth.
The markets appear capable of supporting additional capital appreciation. While
the opportunity for additional appreciation persists, the likely difference in
performance will be a function of stock selection versus broad sectors. In such
circumstances, our bottom up, multifaceted valuation approach remains highly
appropriate, and should provide us with the means to continue to find and
maximize value in a more restrictive environment for equities.
The recent upward move in market interest rates is likely not the last. The
ongoing strength of the economy plus the first signs of inflationary pressure in
an extended period should finally produce the long-awaited reversal of Federal
Reserve interest rate policy.
In our opinion, the economic backdrop is auspicious with prospects of
substantial overall growth, modest inflation and quite good prospects for
profits and profitability.
/s/ Dennis D. Dean /s/ Stephen M. Miller
Dennis D. Dean Stephen M. Miller
Chairman of the Board and Chief Executive Officer President
Dean Investment Associates LLC Dean Family of Funds
1
<page>
DEAN LARGE CAP VALUE FUND
Performance Review
The Dean Large Cap Value Fund's Class A shares posted a return of 47.81% for the
year ended March 31, 2004. The Russell 1000 Value Index posted a return of
40.82% for the same period.
The twelve-month period began with depressed equity markets fearful of possible
deflation in the United States. A relief rally was extended by a reversal in the
outlook for corporate profits. Rapid economic expansion and an improved
employment environment allowed stocks to finished the twelve month period ended
March 31, 2004 on an up note.
The portfolio responded to the stock market's rally with a strong across the
board recovery in securities that under-performed during the prior fiscal year.
This provided the basis for the Fund's out-performance relative to its
benchmark. In addition, several securities added to the portfolio last year were
instrumental to adding to our performance. Financials performed well during the
period, helped by the buy-out of Fleet First Boston by Bank of America. Home
Depot and Masco benefited from the robust housing market driven by low interest
rates. Technology stocks were paced by good performance from CSC and Intel.
Outlook
Our philosophy on investing remains the same: invest conservatively to
participate in up markets and defend and outperform in down markets. In the year
ahead, our disciplined opportunistic value approach to buying leaders in their
industries below intrinsic value with an identifiable catalyst should enable us
to keep pace in the upward trends in the market. More importantly, our
multi-faceted approach to valuing stocks, being diversified across the value
spectrum as well as diversified across economic sectors should enable our
portfolios to defend in downturns. Each stock we add to the portfolio undergoes
rigorous, organic fundamental analysis and is anticipated to outperform
regardless of market conditions. We have confidence in our process because we
are consistent in our approach to opportunistically buying below intrinsic
value, investing in financially strong companies with a catalyst for growth
above Wall Street expectations.
2
<page>
DEAN LARGE CAP VALUE FUND
Comparison of the Change in the Value of a $10,000 Investment in the Dean
Large Cap Value Fund - Class A*, the Russell 1000 Index
and the Russell 1000 Value Index
Dean Large Cap Russell 1000 Russell 1000
Fund, Class A Index Value Index
5/28/97 (Inception Date) 9,478.67 10,000.00 10,000.00
3/31/98 11,764.50 13,252.00 13,478.40
3/31/99 10,414.41 15,460.27 14,157.94
3/31/00 10,870.26 18,736.60 15,054.93
3/31/01 11,851.68 14,474.58 15,095.43
3/31/02 11,871.90 14,600.71 15,757.48
3/31/03 7,301.90 11,021.65 12,166.30
3/31/04 10,793.12 15,030.23 17,132.44
Past performance is not predictive of future performance.
Average Annual Total Returns**
One Year Five Year Since
Inception*
Class A....... 40.15% -0.36% 1.12%
Class C....... 45.31% -0.49% -0.26%
* 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 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:
One Year Five Year Since
Inception*
Class A........ 47.81% 0.72% 1.92%
Class C......... 46.78% -0.49% -0.26%
3
<page>
DEAN SMALL CAP VALUE FUND
Performance Review
March 31, 2004 ends what has been an unusually strong period for Small Cap
stocks. Since the Iraqi invasion began, the Russell 2000 Value index has hardly
taken a breather as it has soared over 64% in the ensuing twelve months.
The renewed market enthusiasm has been fueled by low interest rates, a three
year sell-off in equities providing unusually low valuations, U.S. and worldwide
economic growth above expectations, an improved manufacturing environment and
booming real estate values. Consumer optimism rose to high levels.
For the fiscal year ended March 31, 2004, the return for the Dean Small Cap
Value Fund's class A shares was 56.13%. The Russell 2000 Value Index returned
64.49% for this same period. However, the Small Cap equity boost in prices that
is reflected in the index is distinguished from other post bear market
recoveries in that the riskiest end of the market got the most attention. Stocks
with little or no earnings, micro-cap, biotech, technology and companies with
questionable financial strength were the big winners over the past twelve
months. These companies are not the type of holdings found in our portfolio,
which generally accounts for the difference between the Fund's performance and
the performance of the index. As a conservative, opportunistic value manager
focusing on the highest quality names in our style, we focus on companies with
strong financial characteristics selling below intrinsic value. Keeping pace
with the rapid advance driven by the riskiest end of the market has been a
challenge. Despite this, our portfolios had excellent absolute returns.
Some of the companies that enabled our portfolios to participate in the market
advance were found in retail and industrial names. Terex Corp., a manufacturer
of heavy construction vehicles and equipment, found willing investors as they
used their free cash flow to strengthen the balance sheet and restate earnings
above Wall Street expectations. Ann Taylor found its fashion niche again after a
disappointing period and surprised the investment community when they made
improving profit margins a top priority and delivered each and every quarter.
Though financials proved to be a weak spot in the market, we held a of couple
winners in that space, including Delphi Financial and Triad Guaranty.
Outlook
Our philosophy on investing remains the same: invest conservatively to
participate in up markets and defend and outperform in down markets. In the year
ahead, our disciplined opportunistic value approach to buying leaders in their
industries below intrinsic value with an identifiable catalyst should enable us
to keep pace in the upward trends in the market. More importantly, our
multi-faceted approach to valuing stocks, being diversified across the value
spectrum as well as diversified across economic sectors should enable our
portfolios to defend in downturns. Each stock we add to the portfolio undergoes
rigorous, organic fundamental analysis and is anticipated to outperform
regardless of market conditions. We have confidence in our process because we
are consistent in our approach to opportunistically buying below intrinsic
value, investing in financially strong companies with a catalyst for growth
above Wall Street expectations.
4
<page>
DEAN SMALL CAP VALUE FUND
Comparison of the Change in the Value of a $10,000 Investment in the Dean
Small Cap Value Fund - Class A*, the Russell 2000 Index and the
Russell 2000 Value Index
Dean Small Cap Russell 2000 Russell 2000
Fund, Class A Index Value Index
5/28/97 (Inception date) 9,478.67 10,000.00 10,000.00
3/31/98 12,688.11 12,845.58 13,173.86
3/31/99 9,720.49 10,757.50 10,271.65
3/31/00 9,658.84 14,769.35 11,633.18
3/31/01 11,307.86 12,505.53 13,896.36
3/31/02 14,573.66 14,254.25 17,195.77
3/31/03 10,458.48 10,410.67 13,193.65
3/31/04 16,328.38 17,055.99 21,701.79
Past performance is not predictive of future performance.
Average Annual Total Returns**
One Year Five Year Since
Inception*
Class A....... 47.92% 9.73% 7.44%
Class C........ 53.55% 10.41% 6.46%
* 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 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:
One Year Five Year Since
Inception*
Class A........ 56.13% 10.93% 8.29%
Class C........ 55.10% 10.41% 6.46%
5
<page>
DEAN BALANCED FUND
Performance Review
The Dean Balanced Fund's Class A shares posted a return of 37.36% for the year
ended March 31, 2004. The Russell 1000 Value Index posted a return of 40.82% for
the same period, and the Lehman Brothers Intermediate Corporate/Government Bond
Index posted a return of 5.30% for the same period.
The twelve month period began with depressed equity markets fearful of possible
deflation in the United States. A relief rally was extended by a reversal in the
outlook for corporate profits. The portfolio responded to the stock market's
rally with a strong, across the board recovery in securities that
under-performed during the prior fiscal year. This provided the basis for the
Fund out-performing its benchmark. In addition, several securities added to the
portfolio last year were instrumental to our performance. Financials performed
well during the period, helped by the buy-out of Fleet First Boston by Bank of
America. Home Depot and Masco benefited from the robust housing market driven by
low interest rates. Technology stocks were paced by good performance from CSC
and Intel.
The ever-changing outlook during this 12 month period was reflected in the
volatility of bonds. Peak yield on the benchmark 10 year U.S. Treasury Note was
4.6% over the period, while the low point was 3.1%. However, the lack of
tangible inflation outside of oil markets allowed the 10 year U.S. Treasury note
to finish the period relatively unchanged. The fixed income component of the
Dean Balanced Fund also performed well primarily due to an average duration that
was less than the benchmark. The shorter duration of fixed income securities
relative to the benchmark's duration moderated the volatility of the portfolio
and added slightly to return.
Outlook
Our philosophy on investing remains the same: invest conservatively to
participate in up markets and defend and outperform in down markets. In the year
ahead, our disciplined opportunistic value approach to buying leaders in their
industries below intrinsic value with an identifiable catalyst should enable us
to keep pace in the upward trends in the market. More importantly, our
multi-faceted approach to valuing stocks, being diversified across the value
spectrum as well as diversified across economic sectors should enable our
portfolios to defend in downturns. Each stock we add to the portfolio undergoes
rigorous, organic fundamental analysis and is anticipated to outperform
regardless of market conditions. We have confidence in our process because we
are consistent in our approach to opportunistically buying below intrinsic
value, investing in financially strong companies with a catalyst for growth
above Wall Street expectations.
6
<page>
DEAN BALANCED FUND
Comparison of the Change in the Value of a $10,000 Investment in the Dean
Balanced Fund - Class A*, the Russell 1000 Index, the Russell 1000 Value
Index and the Lehman Brothers Intermediate Government/Corporate Bond Index
<table>
<s> <c> <c> <c> <c>
Dean Balanced Russell 1000 Russell 1000 Lehman Brothers Intermediate
Fund, Class A Index Value Index Government/Corp Bond Index
5/28/97 (Inception Date) 9,478.67 10,000.00 10,000.00 10,000.00
3/31/98 11,191.27 13,252.00 13,478.40 10,804.66
3/31/99 10,831.15 15,460.27 14,157.94 11,492.76
3/31/00 10,449.78 18,736.60 15,054.93 11,698.53
3/31/01 11,696.11 14,474.58 15,095.43 13,121.80
3/31/02 11,491.12 14,600.71 15,757.48 13,798.09
3/31/03 8,482.50 11,021.65 12,166.30 15,417.96
3/31/04 11,651.62 15,030.23 17,132.44 16,235.76
</table>
Past performance is not predictive of future performance.
Average Annual Total Returns**
One Year Five Year Since
Inception*
Class A...... 30.18% 0.37% 2.26%
Class C....... 34.80% 0.56% 1.19%
* 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 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:
One Year Five Year Since
Inception*
Class A........ 37.36% 1.47% 3.07%
Class C......... 36.16% 0.56% 1.19%
7
<page>
DEAN INTERNATIONAL FUND
Performance Review
For the twelve month period ended March 31, 2004, the Fund produced total
returns of 59.23% compared to 58.20% total return produced by the Fund's
benchmark, the Morgan Stanley EAFE Index for the same period.
A marked improvement in market sentiment was the main feature of the past twelve
months, as the uncertainty built up prior to the war in Iraq dissipated. The
swift resolution to the conflict buoyed attitudes further still and investors
became increasingly positive about the prospects for global economic growth.
There were clear improvements in the economic newflows as the period progressed,
particularly from the United States. Historically low interest rates, large
amounts of fiscal stimulus and improving corporate profitability also kept stock
markets buoyant.
In Asia, China's rapid economic growth helped produce gains in nearby markets
that export energy and commodities. Similarly, a recovering U.S. economy helped
boost revenues for overseas companies that export goods and services to the
United States. Even Japan, which had been mired in recession for more than a
decade, began to show signs of recovery after instituting long-awaited banking
system reforms.
Within currency markets, weakness in the US dollar was the overriding feature of
the period due to investors' preoccupation with the sizeable US current account
deficit. The dollar depreciated against all the major currencies, losing 20%
versus the euro and 11% versus sterling and yen. Its demise was most exaggerated
towards the end of the year, even in the wake of the strong revival in the US
economy.
In this environment, we positioned the portfolio to take advantage of
improvements in the economic environment, favoring companies in industries that
historically have performed well in the earlier stages of economic recoveries.
Conversely, we maintained relatively light positions in traditionally defensive
companies, such as utilities and consumer staples producers. This positioning
benefited the Fund's performance when relatively cyclical technology stocks
produced above average gains. The Fund's emphasis on retail banks also benefited
performance as lower interest rates and higher levels of consumer borrowing
helped boost banks' revenues and profit margins. Some of the Fund's strongest
performers in the banking area included Deutsche Bank, France's Societe Generale
and Austria's Erste Bank.
In Europe, where interest rates tended to be higher and economic growth slower
than in other parts of the world, the Fund benefited from its relatively
defensive investments on pharmaceutical companies Roche and Novartis, both high
quality companies with strong, new product pipelines.
The Fund's relatively heavy exposure to Asian stocks also helped boost its
relative returns. The Fund's investments in domestic companies - such as Bank
Central Asia in Indonesia and Siam Cement and Bank of Ayudhya in Thailand -
helped it participate in the strength of the region's consumer and housing
sectors, while holdings of Asian exporters helped the Fund leverage the success
of companies tied to U.S. markets.
We maintained the Fund's overweighted position in emerging markets such as
Brazil where Brazilian companies such as integrated oil company Petrobras
appeared to us to be fundamentally sound and attractively valued. Companhia Vale
do Rio Doce, the Brazilian mining stock, was a play on the shortage of iron ore
in China.
8
<page>
DEAN INTERNATIONAL FUND
On the other hand, some individual holdings provided disappointing results.
Chief among them were Brasil Telecom, hurt by litigation concerns; drug company
GlaxoSmithKline, whose research and development efforts have been relatively
unproductive; and telecommunications equipment provider Nokia, which is losing
share in the handset market.
As 2003 progressed, we were able to take profits in a number of our holdings
that had performed well, notably our positions in technology, with stocks such
as ASM Lithography, ST Microelectronics and Infineon Technology all performing
strongly within the portfolio. Other cyclical plays which contributed
significantly to fund performance included Vedior, the Dutch employment services
agency; Philips, the consumer electronics company; and Japanese steelmaker JFE
Holdings.
With the proceeds from the sale of some of these companies that had performed
well, we rotated into a number of companies perceived to be better able to
withstand the challenging market conditions, particularly within consumer
staples. We also began to focus increasingly on high-quality companies, whose
performance had lagged behind during the market rally as investors emphasized
stocks that are of less quality, but provide high returns, at the expense of
stocks that have healthy balance sheets and generate cash flows.
Within Japan, we have become more positive and increased or exposure including
cyclically sensitive stocks such as construction companies Tostem Imax and
Mitsubishi Tokyo Financial, automobile companies such as Nissan Motor and
domestic lenders such as ACOM.
Going forward, we are cautiously optimistic about the global economic outlook
and expect progress in equity markets as the recovery becomes further rooted,
although market leadership is unlikely to come from the same areas as in 2003.
As such we have reduced the fund's exposure to technology stocks and we continue
to be attracted to cash generative businesses which are able to exercise some
element of control over their pricing. We have maintained a generally defensive
posture in Europe through positions in companies that historically have produced
steady earnings over full economic cycles. For example, we have added to the
Fund's holdings of utilities and motorway companies in Italy, France and Spain
that have attractive dividend yields and strong cash flows.
At the same time, we have maintained the Fund's emphasis on cyclical companies,
particularly in Asia and Japan, which we expect to continue to benefit from the
region's economic growth.
9
<page>
DEAN INTERNATIONAL FUND
Comparison of the Change in Value of a $10,000 Investment in the Dean
International Fund - Class A* and the Morgan Stanley EAFE Index
Dean International Morgan Stanley
Fund, Class A EAFE Index
10/13/97 (Inception Date) 9,478.67 10,000.00
3/31/98 11,146.92 10,554.75
3/31/99 11,795.85 11,030.63
3/31/00 19,981.70 13,623.34
3/31/01 13,605.82 9,969.77
3/31/02 12,549.01 9,061.35
3/31/03 9,350.24 7,033.57
3/31/04 14,888.48 11,127.33
Past performance is not predictive of future performance.
Average Annual Total Returns**
One Year Five Year Since
Inception*
Class A...... 50.85% 3.64% 6.36%
Class C....... 57.56% 4.17% 6.86%
* 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 October 13, 1997, and the initial public offering of
Class C shares commenced on November 6, 1997. The performance table and 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:
One Year Five Year Since
Inception*
Class A...... 59.23% 4.77% 7.25%
Class C....... 59.15% 4.17% 6.86%
10
<page>
DEAN LARGE CAP VALUE FUND
SCHEDULE OF INVESTMENTS
March 31, 2004
<table>
<s> <c> <c>
Shares COMMON STOCKS - 97.83% Value
Agents, Brokers & Services - 3.58%
4,500 Hartford Financial Services Group, Inc. $ 286,650
-----------------
Crude Petroluem & Natural Gas - 3.88%
6,000 Anadarko Petroleum, Inc. 311,160
-----------------
Drilling Oil & Gas Wells - 3.73%
10,700 Transocean, Inc. * 298,423
-----------------
Electronic & Other Electrical Equipment - 3.05%
8,000 General Electric Co. 244,160
-----------------
Electronic Connectors - 2.61%
7,300 Tyco International Ltd. 209,145
-----------------
Federal & Federally Sponsored Credit Agencies - 4.64%
5,000 Fannie Mae 371,750
-----------------
Finance Services - 2.50%
3,500 Morgan Stanley 200,550
-----------------
Fire, Marine & Casualty Insurance - 7.89%
7,600 ACE Ltd. 324,216
4,000 American International Group, Inc. 285,400
432 Travelers Property Casualty Corp., Class A 7,409
887 Travelers Property Casualty Corp., Class B 15,318
-----------------
632,343
-----------------
Grain Mill Products - 2.62%
4,500 General Mills, Inc. 210,060
-----------------
Insurance Agents, Brokers & Services - 2.02%
3,500 Marsh & McLennan Companies, Inc. 162,050
-----------------
</table>
See accompanying notes which are an integral part of the financial statements.
11
<page>
DEAN LARGE CAP VALUE FUND (Continued)
<table>
<s> <c> <c>
Shares COMMON STOCKS - 97.83% (continued) Value
Millwood, Veneer, Plywood & Structural Wood Members - 3.80%
10,000 Masco Corp. $ 304,300
-----------------
National Commercial Banks - 10.49%
2,400 Bank of America Corp. 194,352
6,000 Citigroup, Inc. 310,200
8,000 J.P. Morgan Chase & Co. 335,600
-----------------
840,152
-----------------
Petroleum Refining - 3.84%
6,000 BP, Plc. 307,200
-----------------
Pharmaceutical Preparations - 3.50%
8,000 Pfizer, Inc. 280,400
-----------------
Radio & TV Broadcasting & Communication Equipment - 2.20%
10,000 Motorola, Inc. 176,000
-----------------
Radiotelephone Communications - 2.41%
3,000 Dominion Resources, Inc. 192,900
-----------------
Railroads, Line-Hauling - 6.43%
12,500 Norfolk Southern 276,125
4,000 Union Pacific Corp. 239,280
-----------------
515,405
-----------------
Retail-Building Materials, Hardware, Garden Supply - 2.26%
4,700 The Sherwin-Williams Co. 180,621
-----------------
Retail-Drug Stores & Proprietary Stores - 3.75%
8,500 CVS Corp. 300,050
-----------------
Retail-Family Clothing Stores - 4.91%
16,000 TJX Companies, Inc. 392,960
-----------------
See accompanying notes which are an integral part of the financial statements.
</table>
12
<page>
DEAN LARGE CAP VALUE FUND (Continued)
<table>
<s> <c> <c>
Shares COMMON STOCKS - 97.83% (continued) Value
Retail-Lumber & Other Building Materials Dealers - 4.66%
10,000 Home Depot, Inc. $ 373,600
-----------------
Savings Institutions, Federally Chartered - 3.53%
8,000 Charter One Financial, Inc. 282,880
-----------------
Services - Health Services - 3.12%
2,200 Wellpoint Health Network, Inc.* 250,184
-----------------
Surety Insurance - 3.68%
4,000 AMBAC Financial Group, Inc. 295,120
-----------------
Wholesale - Pharmaceuticals - 2.73%
4,000 AmerisourceBergen Corp. 218,720
-----------------
TOTAL COMMON STOCKS (Cost $6,915,612) $ 7,836,783
-----------------
Shares MONEY MARKET SECURITIES - 1.02% Value
82,003 First American Treasury Obligation Fund, Class S 82,003
-----------------
TOTAL MONEY MARKET SECURITIES (Cost $82,003) $ 82,003
-----------------
TOTAL INVESTMENTS (Cost $6,997,615) - 98.85% $ 7,918,786
-----------------
Other assets less liabilities - 1.15% 92,406
-----------------
TOTAL NET ASSETS - 100.00% $ 8,011,192
=================
</table>
* Non-income producing securities.
See accompanying notes which are an integral part of the financial statements.
13
<page>
DEAN SMALL CAP VALUE FUND
SCHEDULE OF INVESTMENTS
March 31, 2004
<table>
<s> <c> <c>
Shares COMMON STOCKS - 98.54% Value
Accident & Health Insurance - 1.53%
4,000 Stancorp Financial Group, Inc. $ 261,000
---------------
Agriculture Chemicals - 2.62%
7,000 Scotts Co. (The) * 449,050
---------------
Air Transportation - 2.26%
18,000 Continental Airlines, Inc. * 225,540
7,000 Offshore Logistics, Inc. * 161,350
---------------
386,890
---------------
Apparel & Other Finished Products of Fabric & Similar Materials - 1.61%
40,000 Playtex Products, Inc. * 276,400
---------------
Ball & Roller Bearings - 2.71%
20,000 Timken Co. 464,600
---------------
Concrete Gypsum Plaster Products - 1.97%
10,000 Ameron International, Inc. 337,300
---------------
Crude Petroleum & Natural Gas - 4.92%
13,000 Evergreen Resources, Inc. * 446,550
8,000 Stone Energy Corp.* 395,680
---------------
842,230
---------------
Drilling Oil & Gas Wells - 1.85%
15,000 Rowan Co., Inc. * 316,350
---------------
Electrical Work - 2.14%
10,000 EMCOR Group, Inc. * 367,000
---------------
Farm Machinery & Equipment - 2.30%
19,000 AGCO Corp. * 393,490
---------------
</table>
See accompanying notes which are an integral part of the financial statements.
14
<page>
DEAN SMALL CAP VALUE FUND (Continued)
<table>
<s> <c> <c>
Shares COMMON STOCKS - 98.54% (continued) Value
Federal & Federally - Sponsored Credit Agencies - 1.07%
7,000 Federal Agricultural Mortgage Corp. (Farmer Mac) * $ 183,470
---------------
Footwear - 3.70%
9,000 Brown Shoe Co., Inc. 327,870
12,500 K-Swiss, Inc. 305,875
---------------
633,745
---------------
Heating Equipment, except Electric & Warm Air & Plumbing Equipment - 3.18%
58,000 Jacuzzi Brands, Inc. * 544,040
---------------
Household Furniture - 2.26%
12,000 Furniture Brands International, Inc. 386,400
---------------
Industrial Trucks, Tractors, Trailors & Stackers - 2.59%
12,000 Terex Corp. * 443,640
---------------
Laboratory Analytical Instruments - 2.59%
10,000 Mettler Toledo International, Inc. * 444,000
---------------
Leisure Durables & Toys - 1.44%
13,000 Callaway Golf, Inc. 246,740
---------------
Life Insurance - 2.21%
9,000 Delphi Financial Group, Inc. 378,180
---------------
Men's & Boys' Furnishings, Work Clothing & Allied Garments - 2.43%
19,000 Quiksilver, Inc. * 415,150
---------------
Miscellaneous Chemical Products - 2.88%
43,000 Hercules Inc. * 493,640
---------------
Miscellaneous Food Preparations & Kindred Products - 2.33%
10,000 American Italian Pasta Co., Class A 399,300
---------------
</table>
See accompanying notes which are an integral part of the financial statements.
15
<page>
DEAN SMALL CAP VALUE FUND (Continued)
<table>
<s> <c> <c>
Shares COMMON STOCKS - 98.54% (continued) Value
Motor Vehicle Parts & Accessories - 2.07%
10,000 Superior Industries International, Inc. $ 354,400
---------------
National Commercial Banks - 2.40%
11,000 First Community Bancorp 411,290
---------------
Office Machines - 1.56%
10,500 Nam Tai Electronics, Inc. 266,805
---------------
Orthopedic, Prosthetic & Surgical Appliances & Supplies - 2.26%
15,000 STERIS Corp. * 387,000
---------------
Paperboard Containers & Boxes - 1.02%
5,000 Greif, Inc. Class A 174,700
---------------
Plastic Mail, Synthetic Resin/Rubber, Cellulose - 2.42%
65,000 Crompton Corp. 414,700
---------------
Pulp Mills - 3.01%
30,000 Pope & Talbot Inc. 515,700
---------------
Refuse Systems - 1.86%
8,000 Waste Connections, Inc. * 318,400
---------------
Retail-Grocery Stores - 1.87%
2,000 Arden Group, Inc. 151,000
5,000 Weis Markets, Inc. 168,750
---------------
319,750
---------------
Retail-Home Furniture, Furnishings & Equipment Stores - 2.35%
17,000 Pier 1 Imports, Inc. 402,900
---------------
Semiconductors & Related Devices - 2.12%
20,500 Photronics Inc. * 363,670
---------------
</table>
See accompanying notes which are an integral part of the financial statements.
16
<page>
DEAN SMALL CAP VALUE FUND (Continued)
<table>
<s> <c> <c>
Shares COMMON STOCKS - 98.54% (continued) Value
Services - Computer Intergrated Systems Design - 1.58%
9,500 Reynolds & Reynolds Company $ 269,895
---------------
Services - Computer Programming, Data Processing, Etc. - 1.64%
25,000 Per-Se Technologies, Inc. * 280,000
---------------
Services - Help Supply Services - 0.97%
10,000 Cross Country Healthcare, Inc. * 166,500
---------------
Services - Prepackaged Software - 1.18%
25,000 Mapics, Inc. * 202,000
---------------
Services - Video Tape Rental - 4.27%
25,000 Hollywood Entertainment Corp. * 339,000
20,000 Movie Gallery, Inc. 391,800
---------------
730,800
---------------
State Commercial Bank - 4.93%
4,000 Cathay General Bancorp 263,280
6,000 Central Pacific Financial Corp. 178,740
30,000 Sterling Bancshares Corp. 401,700
---------------
843,720
---------------
Steel Pipe & Tubes - 2.55%
18,500 Maverick Tube Corp. * 435,675
---------------
Surety Insurance - 0.50%
1,633 Triad Guaranty, Inc. * 86,141
---------------
Television Broadcasting Stations - 1.24%
15,000 Gray Television, Inc. - Class A 212,250
---------------
Trucking (No Local) - 2.00%
10,000 USF Corp. 342,200
---------------
</table>
See accompanying notes which are an integral part of the financial statements.
17
<page>
DEAN SMALL CAP VALUE FUND (Continued)
<table>
<s> <c> <c>
Shares COMMON STOCKS - 98.54% (continued) Value
Water Transportation - 1.81%
11,000 Tidewater, Inc. $ 309,430
---------------
Wholesale-Electronic Parts & Equipment - 2.34%
20,000 Audiovox Corp., Class A* 400,000
---------------
TOTAL COMMON STOCKS (Cost $14,548,291) $ 16,870,541
---------------
Shares MONEY MARKET SECURITES - 2.42% Value
414,231 First American Treasury Obligation Fund - Class A 414,231
---------------
TOTAL MONEY MARKET SECURITIES (Cost $414,231) $ 414,231
---------------
TOTAL INVESTMENTS (Cost $14,962,522) - 100.96% $ 17,284,772
---------------
Liabilities in excess of cash and other assets - (0.96)% (163,603)
---------------
TOTAL NET ASSETS - 100.00% $ 17,121,169
===============
</table>
* Non-income producing securities.
See accompanying notes which are an integral part of the financial statements.
18
<page>
DEAN BALANCED FUND
SCHEDULE OF INVESTMENTS
March 31, 2004
<table>
<s> <c> <c>
Shares COMMON STOCKS - 70.50% Value
Agents, Brokers & Services - 3.05%
4,500 Hartford Financial Services Group, Inc. $ 286,650
--------------
Crude Petroluem & Natural Gas - 2.54%
4,600 Anadarko Petroleum, Inc. 238,556
--------------
Drilling Oil & Gas Wells - 2.73%
9,200 Transocean, Inc. * 256,588
--------------
Electronic & Other Electrical Equipment - 1.95%
6,000 General Electric Co. 183,120
--------------
Electronic Connectors - 3.42%
11,193 Tyco International Ltd. 320,679
--------------
Federal & Federally Sponsored Credit Agencies - 2.61%
3,300 Fannie Mae 245,355
--------------
Finance Services - 3.42%
5,600 Morgan Stanley 320,880
--------------
Fire, Marine & Casualty Insurance - 5.76%
6,000 ACE Ltd. 255,960
3,700 American International Group, Inc. 263,995
397 Travelers Property Casualty Corp., Class A 6,809
816 Travelers Property Casualty Corp., Class B 14,092
--------------
540,856
--------------
Grain Mill Products - 1.99%
4,000 General Mills, Inc. 186,720
--------------
Insurance Agents, Brokers & Services - 1.68%
3,400 Marsh & McLennan Companies, Inc. 157,420
--------------
</table>
See accompanying notes which are an integral part of the financial statements.
19
<page>
DEAN BALANCED FUND (Continued)
<table>
<s> <c> <c>
Shares COMMON STOCKS - 70.50% (continued) Value
Millwood, Veneer, Plywood & Structural Wood Members - 3.57%
11,000 Masco Corp. $ 334,730
--------------
National Commercial Banks - 7.83%
3,000 Bank of America Corp. 242,940
4,700 Citigroup, Inc. 242,990
5,950 J.P. Morgan Chase & Co. 249,603
--------------
735,533
--------------
Petroleum Refining - 1.80%
3,300 BP, Plc. 168,960
--------------
Pharmaceutical Preparations - 2.39%
6,400 Pfizer, Inc. 224,320
--------------
Radio & TV Broadcasting & Communication Equipment - 1.69%
9,000 Motorola, Inc. 158,400
--------------
Radiotelephone Communications - 2.05%
3,000 Dominion Resources, Inc. 192,900
--------------
Railroads, Line-Hauling - 4.63%
11,000 Norfolk Southern 242,990
3,200 Union Pacific Corp. 191,424
--------------
434,414
--------------
Retail-Building Materials, Hardware, Garden Supply - 1.64%
4,000 The Sherwin-Williams Co. 153,720
--------------
Retail-Drug Stores & Proprietary Stores - 1.95%
5,200 CVS Corp. 183,560
--------------
Retail-Family Clothing Stores - 2.62%
10,000 TJX Companies, Inc. 245,600
--------------
</table>
See accompanying notes which are an integral part of the financial statements.
20
<page>
DEAN BALANCED FUND (Continued)
<table>
<s> <c> <c>
Shares COMMON STOCKS - 70.50% (continued) Value
Retail-Lumber & Other Building Materials Dealers - 2.39%
6,000 Home Depot, Inc. $ 224,160
--------------
Savings Institutions, Federally Chartered - 2.41%
6,400 Charter One Financial, Inc. 226,304
--------------
Services - Health Services - 3.63%
3,000 Wellpoint Health Network, Inc.* 341,160
--------------
Surety Insurance - 2.75%
3,500 AMBAC Financial Group, Inc. 258,230
--------------
TOTAL COMMON STOCKS (Cost $5,759,074) $ 6,618,815
--------------
Principal
Value FIXED INCOME OBLIGATIONS - 25.74% Value
$ 150,000 Bank of America Corp., 7.400%, 01/15/11 $ 180,296
150,000 Commercial Credit Co., 6.625%, 06/01/15 173,154
150,000 Cox Radio, Inc., 6.375%, 05/15/05 156,557
150,000 Fannie Mae, 6.50%, 08/15/04 153,041
200,000 Fannie Mae, 5.75%, 06/15/05 210,875
200,000 Fannie Mae, 7.125%, 03/15/07 227,898
300,000 New Plan Excel, 7.40%, 09/15/09 355,999
300,000 U.S. Treasury Notes, 6.500%, 05/15/05 317,754
300,000 U.S. Treasury Notes, 1.875%, 01/31/06 302,086
300,000 U.S. Treasury Notes, 6.125%, 08/15/07 338,672
--------------
TOTAL FIXED INCOME OBLIGATIONS (Cost $2,297,030) $ 2,416,332
--------------
</table>
See accompanying notes which are an integral part of the financial statements.
21
<page>
DEAN BALANCED FUND (Continued)
<table>
<s> <c> <c>
Shares MONEY MARKET SECURITIES - 3.51% Value
329,938 First American Treasury Obligation Funds - Class A 329,938
--------------
TOTAL MONEY MARKET SECURITIES (Cost $329,938) $ 329,938
--------------
TOTAL INVESTMENTS (Cost $8,386,042) - 99.75% $ 9,365,085
--------------
Other assets less liabilities - 0.25% 23,675
--------------
TOTAL NET ASSETS - 100.00% $ 9,388,760
==============
</table>
* Non-income producing securities.
See accompanying notes which are an integral part of the financial statements.
22
<page>
DEAN INTERNATIONAL FUND
SCHEDULE OF INVESTMENTS
March 31, 2004
<table>
<s> <c> <c>
Shares COMMON STOCKS - 95.22% Value
Australia - 2.98%
5,905 Commonwealth Bank of Australia $ 150,127
42,900 Macquarie Infrastructure Group 97,604
25,200 WMC Resources Limited 98,507
--------------
346,238
--------------
Austria - 1.84%
1,426 Erste Bank der Oesterreichischen Sparkassen AG 213,453
--------------
Belgium - 1.70%
3,680 Belgacom 116,230
1,400 KBC Bankverzekeringsholding 81,898
--------------
198,128
--------------
Brazil - 4.45%
640 Aracruz Celulose S.A. Sponsored ADR (a) 24,480
3,850 Brasil Telecom Participacoes S.A. ADR (a) 131,477
1,170 Companhia Vale do Rio Doce 54,470
180 Companhia Vale do Rio Doce ADR (a) 8,433
3,850 Petroleo Brasileiros ADR (a) 113,729
6,318 Petroleo Brasileiros S.A. 184,555
-------------
517,144
--------------
Canada - 1.99%
5,300 Celestica, Inc. 86,095
23,300 Oncolytics Biotech, Inc. * 144,838
--------------
230,933
--------------
Chile - 0.39%
1,800 Corpbanca ADR (a) 45,230
--------------
France - 8.47%
4,540 Arcelor NPV 82,353
1,890 BNP Paribas 115,509
5,391 France Telecom * 137,939
1,129 L'Oreal S.A. 86,441
1,740 LaFarge, S.A. 140,812
</table>
See accompanying notes which are an integral part of the financial statements.
23
<page>
DEAN INTERNATIONAL FUND (Continued)
<table>
<s> <c> <c>
Shares COMMON STOCKS - 95.22% (continued) Value
France (continued)
1,407 Societe Generale 120,175
922 Total Fina Elf S.A. 169,284
1,370 Vinci S.A. 131,494
--------------
984,007
--------------
Germany - 6.11%
1,529 AMB Generali Holding AG 115,187
2,340 BASF AG 118,912
2,300 Celesio AG 124,935
1,501 Deutsche Bank AG 124,607
1,739 Henkel KGaA 142,762
534 SAP Aktiengesellschaft 84,001
--------------
710,404
--------------
Greece - 2.17%
6,600 EFG Eurobank Ergasias 134,158
4,670 Public Power Corp. 118,228
--------------
252,386
--------------
Hong Kong - 0.70%
45,000 Hongkong Land Holdings Limited 81,450
--------------
Indonesia - 3.27%
405,000 Bank Central Asia 172,622
398,000 HM Sampoerna Tbk PT 207,982
--------------
380,604
--------------
Ireland - 1.05%
7,446 Irish Life & Perm 122,072
--------------
Italy - 3.29%
4,590 Eni S.p.A. * 92,285
31,350 Snam Rete Gas S.p.A. 141,782
65,033 Telecom Italia S.p.A. * 147,857
--------------
381,924
--------------
Japan - 16.55%
1,390 ACOM Co., Ltd. 101,543
7,000 Bridgestone Corp. 109,876
20 Japan Retail Fund 147,835
</table>
See accompanying notes which are an integral part of the financial statements.
24
<page>
DEAN INTERNATIONAL FUND (Continued)
<table>
<s> <c> <c>
Shares COMMON STOCKS - 95.22% (continued) Value
Japan (continued)
5,300 JFE Holdings Inc. $ 144,937
16,000 Kirin Brewery 172,711
2,200 Lawson Corp. 84,375
12,000 Mitsubishi Corp. 141,875
36,000 Mitsubishi Heavy Industries 116,961
7 Mitsubishi Tokyo Financial Group, Inc. 69,304
19 Nippon Building Fund, Inc. 143,365
25,000 Nippon Yusen Kabushiki Kaisha 119,431
7,900 Nissan Motor Co. Ltd. 88,465
3,800 Tokyo Electric Power Co., Inc. 86,019
6,000 Tostem Inax Holding Corp. 132,648
4,600 Toyota Motor Corp. 171,558
23 West Japan Railway Co. 92,190
--------------
1,923,093
--------------
Malaysia - 1.48%
29,000 Malayan Banking Berhad 88,526
84,000 Road Builder (M) Holdings Berhad 84,000
--------------
172,526
--------------
Netherlands - 0.99%
14,100 Koninklijke Ahold NV 115,406
--------------
Singapore - 1.45%
78,000 Mobileone Ord 67,005
9,000 Singapore Press Holdings 101,473
--------------
168,478
--------------
South Africa - 0.77%
17,100 MTN Group Limited 89,427
--------------
South Korea - 5.51%
6,430 KT&G Corp. 147,787
4,130 KT&G Corp. GDR (b) 47,495
295 Samsung Electronics Co., Ltd. 147,185
240 Samsung Electronics Co., Ltd. GDR (b) 59,400
510 Shinsegae Co., Ltd. 125,893
5,300 SK Telecom Co., Ltd. 112,890
--------------
640,650
--------------
</table>
See accompanying notes which are an integral part of the financial statements.
25
<page>
DEAN INTERNATIONAL FUND (Continued)
<table>
<s> <c> <c>
Shares COMMON STOCKS - 95.22% (continued) Value
Spain - 2.63%
7,205 Abertis Infraestructuras S.A. $ 118,829
4,601 Iberdrola, S.A. 94,994
6,110 Telefonica, S.A. * 92,435
--------------
306,258
--------------
Sweden - 0.95%
7,557 Skandinaviska Enskilda Banken AB * 110,730
--------------
Switzerland - 7.22%
957 Nestle S.A. 243,990
4,989 Novartis AG 211,862
2,083 Roche Holdings AG Genusscheine 203,466
2,422 UBS AG 179,896
--------------
839,214
--------------
Taiwan - 1.16%
6,600 China Steel Corp. 134,310
--------------
Thailand - 2.87%
51,500 Advanced Info Service, Plc. 109,449
286,200 Bank of Ayudhya Public Company 85,955
21,700 Siam Cement Co. 138,076
--------------
333,480
--------------
United Kingdom - 15.23%
3,439 Astrazeneca Ord 159,467
14,012 Barclay's Plc. 123,419
9,900 BHP Billiton Plc. 90,248
4,852 Glaxosmithkline 95,239
8,257 GUS Plc. 113,665
17,038 HSBC Hldgs Ord 253,331
32,858 Invensys plc. 11,776
13,788 Prudential 113,401
3,346 Reckitt Benckiser 82,712
8,100 Severn Trent plc. 113,290
41,080 Shell Trnspt & Trdg 268,405
12,185 Unilever Plc. 120,596
95,154 Vodafone Group 225,162
--------------
1,770,711
--------------
TOTAL COMMON STOCKS (Cost $8,893,167) $ 11,068,256
--------------
</table>
See accompanying notes which are an integral part of the financial statements.
26
<page>
DEAN INTERNATIONAL FUND (Continued)
<table>
<s> <c> <c>
Shares PREFERRED STOCKS - 0.39% Value
Brazil - 0.39%
12,064 Aracruz Celulose S.A. - Class B (Cost $23,727) $ 44,821
--------------
WARRANTS - 0.46%
Canada - 0.46%
16,821 Oncolytics Biotech, Inc., expiring 2/21/2005 (Cost $0)* $ 53,371
--------------
Shares MONEY MARKET SECURITIES - 1.00% Value
116,240 Dreyfus Cash Management, 0.90% (c) 116,240
--------------
TOTAL MONEY MARKET SECURITIES (Cost $116,240) $ 116,240
--------------
TOTAL INVESTMENTS (Cost $9,033,134) - 97.07% $ 11,282,688
--------------
Other assets less liabilities - 2.93% 340,669
--------------
TOTAL NET ASSETS - 100.00% $ 11,623,357
==============
</table>
* Non-income producing securities.
(a) American Depositary Receipt - A negotiable certificate issued by a U.S. bank
representing a specific number of shares of a foreign stock traded on a U.S.
exchange.
(b) Global Depositary Receipt - A negotiable certificate held in the bank of one
country representing a specific number of shares of a stock traded on an
exchange of another country.
(c) Variable rate security; the coupon rate shown represents the effective rate
at March 31, 2004.
See accompanying notes which are an integral part of the financial statements.
27
<page>
DEAN INTERNATIONAL FUND (Continued)
Percentage of
DIVERSIFICATION OF ASSETS: Net Assets
----------
Auto Manufacturer 2.24%
Banking 17.80%
Building Materials 5.40%
Chemicals 2.25%
Communications 10.58%
Electronics 2.52%
Financial Services 2.76%
Food & Beverages 5.62%
Insurance 1.97%
Machinery 1.01%
Media 0.87%
Mining and Metals 2.16%
Oil & Natural Gas 8.35%
Other Consumer Goods & Services 0.10%
Other Industrial Goods & Services 0.94%
Paper and Forest Products 0.60%
Personal Care 0.74%
Pharmaceutical 8.54%
Real Estate Investment Trust 3.21%
Retail 2.79%
Software Products 0.72%
Steel 3.11%
Tobacco Products 3.47%
Transportation 2.84%
Utilities 3.55%
Wholesale Products 0.71%
Other 2.22%
--------------
Total 97.07%
Other assets less liabilities 2.93%
--------------
Grand Total 100.00%
See accompanying notes which are an integral part of the financial statements.
28
<page>
DEAN FAMILY OF FUNDS
STATEMENTS OF ASSETS & LIABILITIES
March 31, 2004
<table>
<s> <c> <c> <c> <c>
Large Cap Small Cap Balanced International
Value Fund Value Fund Fund Fund
--------------------------------------------------------------------
ASSETS
Investment in securities: (Notes 2,5,6 & 7)
At cost $ 6,997,615 $ 14,962,522 $ 8,386,042 $ 9,033,134
=============== =============== =============== ==============
At value $ 7,918,786 $ 17,284,772 $ 9,365,085 $ 11,282,688
Cash 150 - - 31,701
Cash denominated in foreign currency (Cost $101,426) (Note 6) - - - 102,836
Dividends and interest receivable (Note 2) 6,090 8,482 32,674 65,410
Receivable for securities sold - - - 101,507
Receivable for capital shares sold 102,655 1,098 2,167 100,930
Net unrealized appreciation on forward foreign
currency exchange contracts (Note 8) - - - 50,047
Prepaid expenses 12,166 12,053 12,351 11,857
--------------- --------------- --------------- --------------
TOTAL ASSETS 8,039,847 17,306,405 9,412,277 11,746,976
--------------- --------------- --------------- --------------
LIABILITIES
Payable for securities purchased - 131,832 - 53,574
Payable to trustees 900 1,925 1,233 2,282
Payable for capital shares redeemed - 6,869 - 4,278
Payable to adviser (Note 4) 4,385 14,638 382 33,542
Other liabilities 23,370 29,972 21,902 29,943
--------------- --------------- --------------- --------------
TOTAL LIABILITIES 28,655 185,236 23,517 123,619
--------------- --------------- --------------- --------------
NET ASSETS $ 8,011,192 $ 17,121,169 $ 9,388,760 $ 11,623,357
=============== =============== =============== ==============
Net assets consist of:
Paid in capital $ 11,789,312 $ 13,500,415 $ 10,824,175 $ 14,578,776
Accumulated net investment income (loss) - 77,745 - (50,047)
Accumulated net realized gains (losses) from security
transactions (4,699,291) 1,220,759 (2,414,458) (5,207,648)
Net unrealized appreciation (depreciation)
on investments (Note 2) 921,171 2,322,250 979,043 2,249,554
Net unrealized appreciation (depreciation) on translation
of assets and liabilities in foreign currencies (Note 6) - - - 52,722
--------------- --------------- --------------- --------------
NET ASSETS $ 8,011,192 $ 17,121,169 $ 9,388,760 $ 11,623,357
=============== =============== =============== ==============
</table>
See accompanying notes which are an integral part of the financial statements.
29
<page>
DEAN FAMILY OF FUNDS
STATEMENTS OF ASSETS & LIABILITIES (continued)
March 31, 2004
<table>
<s> <c> <c> <c> <c>
Large Cap Small Cap Balanced International
Value Fund Value Fund Fund Fund
--------------------------------------------------------------------
PRICING OF CLASS A SHARES
Net assets applicable to Class A shares $ 7,459,239 $ 16,435,083 $ 8,786,461 $ 10,842,350
=============== =============== =============== ==============
Shares of beneficial interest outstanding (unlimited
numbers of shares authorized, no par value) 788,468 1,102,080 933,901 1,037,681
=============== =============== =============== ==============
Net asset value and redemption price per share $ 9.46 $ 14.91 $ 9.41 $ 10.45
=============== =============== =============== ==============
Maximum offering price per share $ 9.98 $ 15.74 $ 9.93 $ 11.03
=============== =============== =============== ==============
PRICING OF CLASS C SHARES
Net assets applicable to Class C shares $ 551,953 $ 686,086 $ 602,299 $ 781,007
=============== =============== =============== ==============
Shares of beneficial interest outstanding (unlimited
numbers of shares authorized, no par value) 62,138 47,509 68,352 76,774
=============== =============== =============== ==============
Net asset value, offering price, and redemption
price per share $ 8.88 $ 14.44 $ 8.81 $ 10.17
=============== =============== =============== ==============
</table>
See accompanying notes which are an integral part of the financial statements.
30
<page>
DEAN FAMILY OF FUNDS
STATEMENTS OF OPERATIONS
Fiscal year ended March 31, 2004
<table>
<s> <c> <c> <c> <c>
Large Cap Small Cap Balanced International
Value Fund Value Fund Fund Fund
-----------------------------------------------------------------
INVESTMENT INCOME
Dividends (net of foreign withholding taxes of
$54,801 for the International Fund) (Note 2) $ 119,354 $ 135,725 $ 115,983 $ 246,021
Interest (Note 2) 1,201 1,229 101,081 2,131
-------------- --------------- -------------- ---------------
TOTAL INCOME 120,555 136,954 217,064 248,152
EXPENSES
Investment advisory fees (Note 4) 81,702 157,802 95,772 127,413
Accounting services fees (Note 4) 27,096 28,019 28,436 44,556
Shareholder servicing and transfer agent fees (Note 4)
Class A 23,371 29,109 21,912 22,913
Class C 1,576 1,194 1,586 1,431
Custodian fees 8,146 11,415 8,663 59,998
Registration fees
Class A 10,810 10,899 11,249 13,727
Class C 9,275 9,176 9,747 8,899
Administrative Services fees (Note 4) 15,000 15,000 15,000 15,000
Trustees' fees and expenses 3,758 7,607 4,818 5,656
Professional fees 31,371 57,918 35,324 38,531
Reports to shareholders 814 695 1,155 557
Insurance expense 3,374 5,786 3,856 3,880
Other expenses 2,426 3,365 2,374 6,252
-------------- --------------- -------------- ---------------
TOTAL EXPENSES 218,719 337,985 239,892 348,813
Fees waived and expenses reimbursed by Adviser (Note 4) (64,454) (40,776) (57,519) (130,039)
-------------- --------------- -------------- ---------------
NET EXPENSES 154,265 297,209 182,373 218,774
-------------- --------------- -------------- ---------------
NET INVESTMENT INCOME (LOSS) (33,710) (160,255) 34,691 29,378
-------------- --------------- -------------- ---------------
</table>
See accompanying notes which are an integral part of the financial statements.
31
<page>
DEAN FAMILY OF FUNDS
STATEMENTS OF OPERATIONS (Continued)
Fiscal year ended March 31, 2004
<table>
<s> <c> <c> <c> <c>
Large Cap Small Cap Balanced International
Value Fund Value Fund Fund Fund
-----------------------------------------------------------------
REALIZED & UNREALIZED GAINS (LOSSES)
Net realized gains (losses) from:
Security transactions (338,084) 3,791,781 (213,526) 1,643,117
Foreign currency transactions (Note 6) - - - 79,806
Net change in unrealized appreciation (depreciation) on:
Investments 3,488,596 3,113,453 3,175,208 2,783,344
Foreign currency translation (Note 6) - - - (15,902)
-------------- --------------- -------------- ---------------
NET REALIZED & UNREALIZED GAINS
ON INVESTMENTS & FOREIGN CURRENCIES 3,150,512 6,905,234 2,961,682 4,490,365
-------------- --------------- -------------- ---------------
NET INCREASE IN NET ASSETS
FROM OPERATIONS $ 3,116,802 $ 6,744,979 $ 2,996,373 $ 4,519,743
============== =============== ============== ===============
</table>
See accompanying notes which are an integral part of the financial statements.
32
<page>
DEAN FAMILY OF FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
<table>
<s> <c> <c> <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,
2004 2003 2004 2003
------------- ------------- ------------- -------------
FROM OPERATIONS:
Net investment income (loss) $ (33,710) $ (38,929) $ (160,255) $ (111,805)
Net realized gains (losses) from security transactions (338,084) (4,361,207) 3,791,781 (2,333,092)
Net change in net unrealized appreciation (depreciation)
on investments 3,488,596 (1,557,744) 3,113,453 (3,348,565)
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations 3,116,802 (5,957,880) 6,744,979 (5,793,462)
------------- ------------- ------------- -------------
DISTRIBUTIONS TO SHAREHOLDERS:
From net realized gains, Class A - (303,861) - (76,099)
From net realized gains, Class C - (19,592) - (2,856)
------------- ------------- ------------- -------------
Decrease in net assets from distributions
to shareholders - (323,453) - (78,955)
------------- ------------- ------------- -------------
FROM CAPITAL SHARE TRANSACTIONS:
Class A
Proceeds from shares sold 896,869 781,170 171,183 784,133
Net asset value of shares issued in
reinvestment of distributions to shareholders - 278,659 - 73,536
Payments for shares redeemed (3,091,338) (3,618,718) (2,298,194) (4,325,276)
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from Class A
Share transactions (2,194,469) (2,558,889) (2,127,011) (3,467,607)
------------- ------------- ------------- -------------
Class C
Proceeds from shares sold 100,279 217,179 14,159 69,716
Net asset value of shares issued in
reinvestment of distributions to shareholders - 3,458 - 875
Payments for shares redeemed (148,611) (355,380) (117,276) (109,571)
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from Class C
Share transactions (48,332) (134,743) (103,117) (38,980)
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from capital share
transactions (2,242,801) (2,693,632) (2,230,128) (3,506,587)
------------- ------------- ------------- -------------
TOTAL INCREASE (DECREASE) IN NET ASSETS 874,001 (8,974,965) 4,514,851 (9,379,004)
</table>
See accompanying notes which are an integral part of the financial statements.
33
<page>
DEAN FAMILY OF FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (continued)
<table>
<s> <c> <c> <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,
2004 2003 2004 2003
------------- ------------- ------------- -------------
NET ASSETS:
Beginning of year 7,137,191 16,112,156 12,606,318 21,985,322
------------- ------------- ------------- -------------
End of year $ 8,011,192 $ 7,137,191 $ 17,121,169 $ 12,606,318
============= ============= ============= =============
ACCUMULATED UNDISTRIBUTED
NET INVESTMENT INCOME $ - $ - $ 77,745 $ -
============= ============= ============= =============
CAPITAL SHARE ACTIVITY:
Class A
Shares sold 105,819 93,137 12,756 68,872
Shares issued in reinvestment of distributions
to shareholders - 38,436 - 6,898
Shares redeemed (368,170) (495,562) (175,805) (394,861)
------------- ------------- ------------- -------------
Net increase (decrease) in shares outstanding (262,351) (363,989) (163,049) (319,091)
Shares outstanding, beginning of year 1,050,819 1,414,808 1,265,129 1,584,220
------------- ------------- ------------- -------------
Shares outstanding, end of year 788,468 1,050,819 1,102,080 1,265,129
============= ============= ============= =============
Class C
Shares sold 12,667 29,901 1,125 6,023
Shares issued in reinvestment of distributions
to shareholders - 501 - 84
Shares redeemed (18,552) (50,571) (10,291) (10,567)
------------- ------------- ------------- -------------
Net increase (decrease) in shares outstanding (5,885) (20,169) (9,166) (4,460)
Shares outstanding, beginning of year 68,023 88,192 56,675 61,135
------------- ------------- ------------- -------------
Shares outstanding, end of year 62,138 68,023 47,509 56,675
============= ============= ============= =============
</table>
See accompanying notes which are an integral part of the financial statements.
34
<page>
DEAN FAMILY OF FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (continued)
<table>
<s> <c> <c> <c> <c>
Balanced Fund International Fund
Year Year Year Year
ended ended ended ended
March 31, March 31, March 31, March 31,
2004 2003 2004 2003
------------- ------------- ------------- -------------
FROM OPERATIONS:
Net investment income (loss) $ 34,691 $ 77,366 $ 29,378 $ (9,183)
Net realized gains (losses) from:
Security transactions (213,526) (2,198,227) 1,643,117 (3,603,468)
Foreign currency transactions - - 79,806 1,405,337
Net change in net unrealized appreciation/depreciation on:
Investments 3,175,208 (1,464,059) 2,783,344 (921,344)
Foreign currency translation - - (15,902) 10,407
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations 2,996,373 (3,584,920) 4,519,743 (3,118,251)
------------- ------------- ------------- -------------
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income, Class A (34,691) (175,957) (371,564) -
From net investment income, Class C - (14,376) (24,437) -
From net realized gains, Class A - (213,693) - -
From net realized gains, Class C - (26,738) - -
From return of capital, Class A (15,877) (373,414) (37,820) -
From return of capital, Class C (2,645) (46,723) (2,725) -
------------- ------------- ------------- -------------
Decrease in net assets from distributions
to shareholders (53,213) (850,901) (436,546) -
------------- ------------- ------------- -------------
FROM CAPITAL SHARE TRANSACTIONS:
Class A
Proceeds from shares sold 102,009 366,531 7,519,780 7,184,374
Net asset value of shares issued in
reinvestment of distributions to shareholders 49,798 750,912 385,875 -
Payments for shares redeemed (2,270,456) (1,452,762) (7,960,019) (9,305,455)
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from Class A
Share transactions (2,118,649) (335,319) (54,364) (2,121,081)
------------- ------------- ------------- -------------
Class C
Proceeds from shares sold 12,562 529,928 281,385 18,514
Net asset value of shares issued in
reinvestment of distributions to shareholders 282 6,020 18,896 -
Payments for shares redeemed (402,515) (525,393) (194,237) (209,987)
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from Class C
Share transactions (389,671) 10,555 106,044 (191,473)
------------- ------------- ------------- -------------
Net increase (decrease) in assets from capital share
transactions (2,508,320) (324,764) 51,680 (2,312,554)
------------- ------------- ------------- -------------
</table>
See accompanying notes which are an integral part of the financial statements.
35
<page>
DEAN FAMILY OF FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (continued)
<table>
<s> <c> <c> <c> <c>
Balanced Fund International Fund
Year Year Year Year
ended ended ended ended
March 31, March 31, March 31, March 31,
2004 2003 2004 2003
------------- ------------- ------------- -------------
TOTAL INCREASE (DECREASE) IN NET ASSETS 434,840 (4,760,585) 4,134,877 (5,430,805)
NET ASSETS:
Beginning of year 8,953,920 13,714,505 7,488,480 12,919,285
------------- ------------- ------------- -------------
End of year $ 9,388,760 $ 8,953,920 $ 11,623,357 $ 7,488,480
============= ============= ============= =============
ACCUMULATED UNDISTRIBUTED
NET INVESTMENT INCOME $ - $ - $ (50,047) $ 1,396,154
============= ============= ============= =============
CAPITAL SHARE ACTIVITY:
Class A
Shares sold 11,574 42,256 888,007 963,187
Shares issued in reinvestment of distributions
to shareholders 5,616 102,047 40,195 -
Shares redeemed (270,158) (189,947) (919,915) (1,249,417)
------------- ------------- ------------- -------------
Net increase (decrease) in shares outstanding (252,968) (45,644) 8,287 (286,230)
Shares outstanding, beginning of year 1,186,869 1,232,513 1,029,394 1,315,624
------------- ------------- ------------- -------------
Shares outstanding, end of year 933,901 1,186,869 1,037,681 1,029,394
============= ============= ============= =============
Class C
Shares sold 1,544 65,651 27,485 2,181
Shares issued in reinvestment of distributions
to shareholders 33 865 2,032 -
Shares redeemed (51,796) (73,086) (19,746) (27,935)
------------- ------------- ------------- -------------
Net increase (decrease) in shares outstanding (50,219) (6,570) 9,771 (25,754)
Shares outstanding, beginning of year 118,571 125,141 67,003 92,757
------------- ------------- ------------- -------------
Shares outstanding, end of year 68,352 118,571 76,774 67,003
============= ============= ============= =============
</table>
See accompanying notes which are an integral part of the financial statements.
36
<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,
2004 2003 2002 2001 2000
---------- ------------ ------------ ------------ ------------
Net asset value, beginning of period $ 6.40 $ 10.75 $ 11.97 $ 11.11 $ 10.65
---------- ------------ ------------ ------------ ------------
Income (loss) from investment operations:
Net investment income (loss) (0.04) (0.03) (0.06)(a) 0.02 0.01
Net realized and unrealized gains (losses)
on investments 3.10 (4.08) 0.12 0.97 0.46
---------- ------------ ------------ ------------ ------------
Total income (loss) from investment operations 3.06 (4.11) 0.06 0.99 0.47
---------- ------------ ------------ ------------ ------------
Less distributions:
From net investment income - - - (0.13) (0.01)
From net realized gains - (0.24) (1.28) - -
---------- ------------ ------------ ------------ ------------
Total distributions - (0.24) (1.28) (0.13) (0.01)
---------- ------------ ------------ ------------ ------------
Net asset value, end of period $ 9.46 $ 6.40 $ 10.75 $ 11.97 $ 11.11
========== ============ ============ ============ ============
Total Return (b) 47.81% (38.49)% 0.17% 9.03% 4.38%
========== ============ ============ ============ ============
Net assets, end of period $ 7,459,239 $ 6,725,313 $ 15,204,763 $ 14,247,739 $ 10,134,912
========== ============ ============ ============ ============
Ratio of expenses to average net assets:
Before fee waivers and/or expense
reimbursement by Adviser 2.58% 2.31% 1.91% 2.23% 2.11%
After fee waivers and/or expense
reimbursement by Adviser 1.85% 1.85% 1.85% 1.85% 1.85%
Ratio of net investment income (loss)
to average net assets (0.37)% (0.32)% (0.52)% 0.19% 0.02%
Portfolio turnover rate 42% 55% 102% 103% 71%
</table>
(a) Net investment income (loss) is based on average shares outstanding during
the year.
(b) Total returns shown exclude the effect of applicable sales loads and are not
annualized.
See accompanying notes which are an integral part of the financial statements.
37
<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,
2004 2003 2002 2001 2000
---------- ------------ ------------ ------------ ------------
Net asset value, beginning of period $ 6.05 $ 10.29 $ 11.59 $ 10.71 $ 10.57
---------- ------------ ------------ ------------ ------------
Income (loss) from investment operations:
Net investment income (loss) (0.09) (0.09) (0.14)(a) (0.04) (0.03)
Net realized and unrealized gains (losses)
on investments 2.92 (3.91) 0.12 0.93 0.18
---------- ------------ ------------ ------------ ------------
Total income (loss) from investment operations 2.83 (4.00) (0.02) 0.89 0.15
---------- ------------ ------------ ------------ ------------
Less distributions:
From net investment income - - - (0.01) (0.01)
From net realized gains - (0.24) (1.28) - -
---------- ------------ ------------ ------------ ------------
Total distributions - (0.24) (1.28) (0.01) (0.01)
---------- ------------ ------------ ------------ ------------
Net asset value, end of period $ 8.88 $ 6.05 $ 10.29 $ 11.59 $ 10.71
========== ============ ============ ============ ============
Total Return (b) 46.78% (39.16)% (0.52)% 8.35% 1.38%
========== ============ ============ ============ ============
Net assets, end of period $ 551,953 $ 411,878 $ 907,393 $ 441,646 $ 511,730
========== ============ ============ ============ ============
Ratio of expenses to average net assets:
Before fee waivers and/or expense
reimbursement by Adviser 4.24% 2.65% 3.03% 4.37% 4.04%
After fee waivers and/or expense
reimbursement by Adviser 2.60% 2.60% 2.60% 2.60% 2.60%
Ratio of net investment loss
to average net assets (1.11)% (1.06)% (1.28)% (0.56)% (0.22)%
Portfolio turnover rate 42% 55% 102% 103% 71%
</table>
(a) Net investment income (loss) is based on average shares outstanding during
the year.
(b) Total returns shown exclude the effect of applicable sales loads and are not
annualized.
See accompanying notes which are an integral part of the financial statements.
38
<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,
2004 2003 2002 2001 2000
---------- ------------ ------------ ------------ ------------
Net asset value, beginning of period $ 9.55 $ 13.37 $ 10.40 $ 8.95 $ 9.15
---------- ------------ ------------ ------------ ------------
Income (loss) from investment operations:
Net investment income (loss) (0.14) (0.08) 0.03 (a) 0.08 0.14
Net realized and unrealized gains (losses)
on investments 5.50 (3.69) 2.97 1.44 (0.19)
---------- ------------ ------------ ------------ ------------
Total income (loss) from investment operations 5.36 (3.77) 3.00 1.52 (0.05)
---------- ------------ ------------ ------------ ------------
Less distributions:
From net investment income - - (0.03) (0.07) (0.15)
From net realized gains - (0.05) - - -
---------- ------------ ------------ ------------ ------------
Total distributions - (0.05) (0.03) (0.07) (0.15)
---------- ------------ ------------ ------------ ------------
Net asset value, end of period $ 14.91 $ 9.55 $ 13.37 $ 10.40 $ 8.95
========== ============ ============ ============ ============
Total Return (b) 56.13% (28.24)% 28.88% 16.94% (0.53)%
========== ============ ============ ============ ============
Net assets, end of period $ 16,435,083 $ 12,078,397 $ 21,187,653 $ 16,208,623 $ 13,333,607
========== ============ ============ ============ ============
Ratio of expenses to average net assets:
Before fee waivers and/or expense
reimbursement by Adviser 2.08% 2.01% 1.84% 2.40% 1.92%
After fee waivers and/or expense
reimbursement by Adviser 1.85% 1.85% 1.84% 1.85% 1.85%
Ratio of net investment income (loss)
to average net assets (0.99)% (0.65)% 0.26% 0.79% 1.49%
Portfolio turnover rate 82% 82% 67% 54% 90%
</table>
(a) Net investment income (loss) is based on average shares outstanding during
the year.
(b) Total returns shown exclude the effect of applicable sales loads and are not
annualized.
See accompanying notes which are an integral part of the financial statements.
39
<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,
2004 2003 2002 2001 2000
---------- ------------ ------------ ------------ ------------
Net asset value, beginning of period $ 9.31 $ 13.05 $ 10.20 $ 8.80 $ 9.05
---------- ------------ ------------ ------------ ------------
Income (loss) from investment operations:
Net investment income (loss) (0.23) (0.11) (0.06)(a) 0.03 (0.01)
Net realized and unrealized gains (losses)
on investments 5.36 (3.58) 2.91 1.44 (0.09)
---------- ------------ ------------ ------------ ------------
Total income (loss) from investment operations 5.13 (3.69) 2.85 1.47 (0.10)
---------- ------------ ------------ ------------ ------------
Less distributions:
From net investment income - - - (0.07) (0.15)
From net realized gains - (0.05) - - -
---------- ------------ ------------ ------------ ------------
Total distributions - (0.05) - (0.07) (0.15)
---------- ------------ ------------ ------------ ------------
Net asset value, end of period $ 14.44 $ 9.31 $ 13.05 $ 10.20 $ 8.80
========== ============ ============ ============ ============
Total Return (b) 55.10% (28.32)% 27.94% 16.66% (1.11)%
========== ============ ============ ============ ============
Net assets, end of period $ 686,086 $ 527,921 $ 797,669 $ 683,137 $ 2,344,244
========== ============ ============ ============ ============
Ratio of expenses to average net assets:
Before fee waivers and/or expense
reimbursement by Adviser 3.53% 2.19% 3.69% 3.18% 2.32%
After fee waivers and/or expense
reimbursement by Adviser 2.60% 2.19% 2.60% 2.31% 2.31%
Ratio of net investment income (loss)
to average net assets (1.74)% (0.99)% (0.49)% 0.35% (0.31)%
Portfolio turnover rate 82% 82% 67% 54% 90%
</table>
(a) Net investment income (loss) is based on average shares outstanding during
the year.
(b) Total returns shown exclude the effect of applicable sales loads and are not
annualized.
See accompanying notes which are an integral part of the financial statements.
40
<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,
2004 2003 2002 2001 2000
---------- ------------ ------------ ------------ ------------
Net asset value, beginning of period $ 6.89 $ 10.15 $ 10.92 $ 10.16 $ 10.75
---------- ------------ ------------ ------------ ------------
Income (loss) from investment operations:
Net investment income 0.04 0.06 0.09 (a) 0.20 0.28
Net realized and unrealized gains (losses)
on investments 2.53 (2.69) (0.26) 0.98 (0.66)
---------- ------------ ------------ ------------ ------------
Total income (loss) from investment operations 2.57 (2.63) (0.17) 1.18 (0.38)
---------- ------------ ------------ ------------ ------------
Less distributions:
From net investment income (0.03) (0.06) (0.10) (0.19) (0.21)
From net realized gains - (0.26) (0.50) (0.23) -
From return of capital (0.02) (0.31) - - -
---------- ------------ ------------ ------------ ------------
Total distributions (0.05) (0.63) (0.60) (0.42) (0.21)
---------- ------------ ------------ ------------ ------------
Net asset value, end of period $ 9.41 $ 6.89 $ 10.15 $ 10.92 $ 10.16
========== ============ ============ ============ ============
Total Return (b) 37.36% (26.10)% (1.75)% 11.93% (3.52)%
========== ========================== ============ ============
Net assets, end of period $ 8,786,461 $ 8,183,461 $ 12,509,111 $ 12,453,481 $ 8,606,480
========== ============ ============ ============ ============
Ratio of expenses to average net assets:
Before fee waivers and/or expense
reimbursement by Adviser 2.41% 2.21% 2.01% 2.04% 2.13%
After fee waivers and/or expense
reimbursement by Adviser 1.85% 1.85% 1.85% 1.84% 1.85%
Ratio of net investment income
to average net assets 0.41% 0.77% 0.88% 1.89% 2.63%
Portfolio turnover rate 44% 51% 86% 66% 196%
</table>
(a) Net investment income (loss) is based on average shares outstanding during
the year.
(b) Total returns shown exclude the effect of applicable sales loads and are not
annualized.
See accompanying notes which are an integral part of the financial statements.
41
<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,
2004 2003 2002 2001 2000
---------- ------------ ------------ ------------ ------------
Net asset value, beginning of period $ 6.50 $ 9.63 $ 10.40 $ 10.00 $ 10.73
---------- ------------ ------------ ------------ ------------
Income (loss) from investment operations:
Net investment income (loss) (0.03) 0.01 - (a) 0.12 (0.22)
Net realized and unrealized gains (losses)
on investments 2.38 (2.53) (0.23) 0.95 (0.34)
---------- ------------ ------------ ------------ ------------
Total income (loss) from investment operations 2.35 (2.52) (0.23) 1.07 (0.56)
---------- ------------ ------------ ------------ ------------
Less distributions:
From net investment income - (0.04) (0.04) (0.12) (0.17)
From net realized gains - (0.26) (0.50) (0.55) -
From return of capital (0.04) (0.31) - - -
---------- ------------ ------------ ------------ ------------
Total distributions (0.04) (0.61) (0.54) (0.67) (0.17)
---------- ------------ ------------ ------------ ------------
Net asset value, end of period $ 8.81 $ 6.50 $ 9.63 $ 10.40 $ 10.00
========== ============ ============ ============ ============
Total Return (b) 36.16% (26.37)% (2.38)% 11.03% (5.24)%
========== ============ ============ ============ ============
Net assets, end of period $ 602,299 $ 770,459 $ 1,205,394 $ 485,234 $ 1,291,000
========== ============ ============ ============ ============
Ratio of expenses to average net assets:
Before fee waivers and/or expense
reimbursement by Adviser 3.79% 2.35% 4.01% 2.73% 2.74%
After fee waivers and/or expense
reimbursement by Adviser 2.60% 2.35% 2.60% 2.60% 2.60%
Ratio of net investment income (loss)
to average net assets (0.32)% 0.29% 0.00% 1.14% (2.13)%
Portfolio turnover rate 44% 51% 86% 66% 196%
</table>
(a) Net investment income (loss) is based on average shares outstanding during
the year.
(b) Total returns shown exclude the effect of applicable sales loads and are not
annualized.
See accompanying notes which are an integral part of the financial statements.
42
<page>
DEAN FAMILY OF FUNDS
INTERNATIONAL 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,
2004 2003 2002 2001 2000
---------- ------------ ------------ ------------ ------------
Net asset value, beginning of period $ 6.84 $ 9.18 $ 9.96 $ 20.11 $ 12.41
---------- ------------ ------------ ------------ ------------
Income (loss) from investment operations:
Net investment income (loss) 0.04 - (0.06)(a) (0.11) (0.13)
Net realized and unrealized gains (losses)
on investments 3.98 (2.34) (0.71) (5.88) 8.50
---------- ------------ ------------ ------------ ------------
Total income (loss) from investment operations 4.02 (2.34) (0.77) (5.99) 8.37
---------- ------------ ------------ ------------ ------------
Less distributions:
From net investment income (0.37) - (0.01) (0.01) -
From net realized gains - - - (4.15) (0.67)
From return of capital (0.04) - - - -
---------- ------------ ------------ ------------ ------------
Total distributions (0.41) - (0.01) (4.16) (0.67)
---------- ------------ ------------ ------------ ------------
Net asset value, end of period $ 10.45 $ 6.84 $ 9.18 $ 9.96 $ 20.11
========== ============ ============ ============ ============
Total Return (b) 59.23% (25.49)% (7.77)% (30.61)% 69.26%
========== ============ ============ ============ ============
Net assets, end of period $ 10,842,350 $ 7,041,919 $ 12,078,887 $ 14,614,461 $ 19,605,996
========== ============ ============ ============ ============
Ratio of expenses to average net assets:
Before fee waivers and/or expense
reimbursement by Adviser 3.34% 3.07% 2.73% 2.26% 2.89%
After fee waivers and/or expense
reimbursement by Adviser 2.10% 2.10% 2.10% 2.06% 2.09%
Ratio of net investment income (loss)
to average net assets 0.33% (0.05)% (0.67)% (0.72)% (0.82)%
Portfolio turnover rate 131% 143% 121% 146% 157%
</table>
(a) Net investment income (loss) is based on average shares outstanding during
the year.
(b) Total returns shown exclude the effect of applicable sales loads and are not
annualized.
See accompanying notes which are an integral part of the financial statements.
43
<page>
DEAN FAMILY OF FUNDS
INTERNATIONAL 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,
2004 2003 2002 2001 2000
---------- ------------ ------------ ------------ ------------
Net asset value, beginning of period $ 6.66 $ 9.06 $ 9.88 $ 19.76 $ 12.28
---------- ------------ ------------ ------------ ------------
Income (loss) from investment operations:
Net investment income (loss) (0.15) (0.07) (0.12)(a) (0.21) (0.24)
Net realized and unrealized gains (losses)
on investments 4.05 (2.33) (0.70) (5.78) 8.43
---------- ------------ ------------ ------------ ------------
Total income (loss) from investment operations 3.90 (2.40) (0.82) (5.99) 8.19
---------- ------------ ------------ ------------ ------------
Less distributions:
From net investment income (0.35) - - (0.01) -
From net realized gains - - - (3.88) (0.71)
From return of capital (0.04) - - - -
---------- ------------ ------------ ------------ ------------
Total distributions (0.39) - - (3.89) (0.71)
---------- ------------ ------------ ------------ ------------
Net asset value, end of period $ 10.17 $ 6.66 $ 9.06 $ 9.88 $ 19.76
========== ============ ============ ============ ============
Total Return (b) 59.15% (26.49)% (8.30)% (30.90)% 68.54%
========== ============ ============ ============ ============
Net assets, end of period $ 781,007 $ 446,561 $ 840,398 $ 1,326,365 $ 1,902,892
========== ============ ============ ============ ============
Ratio of expenses to average net assets:
Before fee waivers and/or expense
reimbursement by Adviser 4.70% 3.23% 4.16% 2.72% 3.53%
After fee waivers and/or expense
reimbursement by Adviser 2.85% 2.85% 2.85% 2.72% 2.71%
Ratio of net investment income (loss)
to average net assets (0.42)% (0.71)% (1.30)% (1.40)% (1.61)%
Portfolio turnover rate 131% 143% 121% 146% 157%
</table>
(a) Net investment income (loss) is based on average shares outstanding during
the year.
(b) Total returns shown exclude the effect of applicable sales loads and are not
annualized.
See accompanying notes which are an integral part of the financial statements.
44
<page>
DEAN FAMILY OF FUNDS
NOTES TO FINANCIAL STATEMENTS
March 31, 2004
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 Fund (formerly
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
Fund) were purchased at $10.00 per share. The International Fund was capitalized
on October 13, 1997, when the initial shares of the International Fund were
purchased at $10.00 per share.
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 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 and
service 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 and service 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 and service 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; (iii) each class has
exclusive voting rights with respect to matters relating to its own distribution
arrangements; and (iv) each class has different exchange privileges.
The Funds indemnify the Trust's officers and trustees for certain liabilities
that might arise from their performance of their duties to the Funds.
Additionally, in the normal course of business the Funds enter into contracts
that contain a variety of representations and warranties and which provide
general indemnifications. The Funds' maximum exposure under these arrangements
is unknown, as this would involve future claims that may be made against the
Funds that have not yet occurred. However, based on experience, the Funds expect
the risk of loss to be remote.
45
<page>
DEAN FAMILY OF FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
March 31, 2004
2. Significant Accounting Policies
The following is a summary of the Trust's significant accounting policies:
Security valuation - On each day that the Trust is open for business, the share
price (net asset value) of Class C shares and the public offering price (net
asset value plus applicable sales load) of Class A shares is determined as of
the close of the regular session of trading on the New York Stock Exchange,
generally 4:00 p.m., Eastern time. The Trust is open for business on each day
the New York Stock Exchange is open for business and on any other day when there
is sufficient trading in a Fund's investments that its net asset value might be
materially affected.
Portfolio securities are valued as follows: (1) securities that are traded on
stock exchanges are valued at the last reported sale price as of the close of
the regular session of trading on the New York Stock Exchange on the day the
securities are being valued, or, if not traded on a particular day, at the
closing bid price; (2) securities traded in the NASDAQ over-the-counter market
are generally valued at the NASDAQ Official Closing Price; (3) securities traded
in the over-the-counter market, that are not quoted by NASDAQ are valued at the
last sale price as of the close of the regular session of trading on the New
York Stock Exchange on the day the securities are being valued or, if the last
sale price is not readily available, at the last bid price as quoted by brokers
that make markets in the securities; (4) securities that are traded both in the
over-the-counter market and on a stock exchange are valued according to the
broadest and most representative market; (5) 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; (6) securities mainly traded on a non-U.S.
exchange are generally valued according to the preceding closing values on that
exchange; and (7) securities (and other assets) for which market quotations are
not readily available are valued at their fair value as determined in good faith
in accordance with consistently applied procedures established by and under the
general supervision of the Board of Trustees.
If an event that may change the value of a security held in a Fund's portfolio
occurs after the closing of the applicable market, the Board of Trustees might
decide to value the security based on fair value. This may cause the value of
the security on the books of the Fund to be significantly different from the
market quotation and may affect the calculation of the Fund's net asset value.
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, 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.
46
<page>
DEAN FAMILY OF FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
March 31, 2004
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 Balanced Fund distributes substantially all
of its net investment income, if any, on a quarterly basis. Each of the Large
Cap Value Fund, Small Cap Value Fund, and the International Fund distribute
substantially all of its net investment income, if any, on an annual basis. In
addition, 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.
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 subchapter M of the Internal Revenue
Code of 1986, as amended, (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.
47
<page>
DEAN FAMILY OF FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
March 31, 2004
As of March 31, 2004, for federal income tax purposes, the Funds have capital
loss carryforwards available to offset future capital gains, if any, in the
following amounts:
- --------------------------------------------------------------------------------
Fund Amount Expires March 31,
- --------------------------------------------------------------------------------
Large Cap Value Fund........................ $ 1,993,573 2011
- --------------------------------------------------------------------------------
Large Cap Value Fund........................ 2,705,717 2012
- --------------------------------------------------------------------------------
Balanced Fund............................... 1,396,625 2011
- --------------------------------------------------------------------------------
Balanced Fund............................... 1,017,834 2012
- --------------------------------------------------------------------------------
International Fund.......................... 4,231,852 2010
- --------------------------------------------------------------------------------
International Fund.......................... 257,124 2011
- --------------------------------------------------------------------------------
International Fund............................ 158,432 2012
- --------------------------------------------------------------------------------
The following information is based upon the federal income tax cost of portfolio
investments as of March 31, 2004:
<table>
<s> <c> <c> <c> <c>
- --------------------------------------------------------------------------------------------------------------------------------
Large Cap Small Cap Balanced International
Value Fund Value Fund Fund Fund
- --------------------------------------------------------------------------------------------------------------------------------
Gross unrealized appreciation.................... $ 1,071,861 $ 2,718,155 $ 1,119,875 $ 1,853,775
Gross unrealized depreciation.................... (150,690) (395,905) (140,832) (165,543)
---------------------------------------------------------------------
Net unrealized appreciation (depreciation).... $ 921,171 $ 2,322,250 $ 979,043 $ 1,688,232
========== ============ ============ =============
Federal income tax cost............................ $ 6,997,615 $14,962,521 $ 8,386,042 $ 9,593,375
============ ============ ============ =============
- --------------------------------------------------------------------------------------------------------------------------------
</table>
48
<page>
DEAN FAMILY OF FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
March 31, 2004
3. Distribution to Shareholders
The Large Cap Value Fund
There were no distributions for the Large Cap Value Fund for the fiscal year
ended March 31, 2004.
The tax character of distributions paid during fiscal years 2004 and 2003 was as
follows:
- --------------------------------------------------------------------------------
2004 2003
---- ----
- --------------------------------------------------------------------------------
Distributions paid from:
Ordinary income...................... $ - $ 323,453
Long-term capital gain............... - -
------------- ------------
$ - $ 323,453
============= =============
- --------------------------------------------------------------------------------
As of March 31, 2004, and March 31, 2003, the components of distributable
earnings on a tax basis were as follows:
- --------------------------------------------------------------------------------
2004 2003
---- ----
- --------------------------------------------------------------------------------
Undistributed ordinary income........ $ - $ -
Accumulated capital and other losses * (4,699,691) (4,361,206)
Unrealized appreciation (depreciation) 921,171 (2,567,425)
-------------- ----------
$ (3,778,520) $ (6,928,631)
============== ===========
- --------------------------------------------------------------------------------
* Included in this amount for 2004 and 2003 are post-October losses of $0 and
$2,367,633, respectively. This amount is deemed to reverse on the first business
day of the Fund's next taxable year.
The Small Cap Value Fund
There were no distributions for the Small Cap Value Fund for the fiscal year
ended March 31, 2004.
The tax character of distributions paid during fiscal years 2004 and 2003 was as
follows:
- --------------------------------------------------------------------------------
2004 2003
---- ----
- --------------------------------------------------------------------------------
Distributions paid from:
Ordinary income...................... $ - $ -
Long-term capital gain............... - 78,955
---------- -----------
---------- -----------
$ - $ 78,955
========== ===========
- --------------------------------------------------------------------------------
49
<page>
DEAN FAMILY OF FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
March 31, 2004
As of March 31, 2004, and March 31, 2003, the components of distributable
earnings on a tax basis were as follows:
- --------------------------------------------------------------------------------
2004 2003
---- ----
- --------------------------------------------------------------------------------
Undistributed ordinary income............ $ 77,745 $ -
Undistributed accumulated capital
and other losses *...................... 1,220,759 (2,333,022)
Unrealized appreciation (depreciation)..... 2,322,250 (791,203)
--------------- ----------
$ 3,620,754 $(3,124,225)
=============== ==========
- --------------------------------------------------------------------------------
* Included in this amount for 2004 and 2003 are post-October losses of $0 and
$1,977,163, respectively. This amount is deemed to reverse on the first business
day of the Fund's next taxable year.
The Balanced Fund
On June 30, 2003, an income distribution of $0.0096 per share was paid to Class
A shareholders on record as of June 27, 2003. On December 30, 2003, an income
distribution of $0.0416 and $0.0391 per share was paid to Class A and Class C
shareholders of record as of December 29, 2003, respectively.
The tax character of distributions paid during fiscal years 2004 and 2003 was as
follows:
- --------------------------------------------------------------------------------
2004 2003
---- ----
- --------------------------------------------------------------------------------
Distributions paid from:
Ordinary income...................... $ 34,691 $ 430,764
Long-term capital gain............... - -
----------- ------------
34,691 430,764
Return of capital.................. 18,522 420,137
----------- -----------
$ 53,213 $ 850,901
=========== ===========
- --------------------------------------------------------------------------------
As of March 31, 2004, and March 31, 2003, the components of distributable
earnings on a tax basis were as follows:
- --------------------------------------------------------------------------------
2004 2003
---- ----
- --------------------------------------------------------------------------------
Undistributed ordinary income........ $ - $ -
Accumulated capital and other losses * (2,414,459) (2,200,932)
Unrealized appreciation (depreciation) 979,043 (2,196,165)
------------------ -------------
$ (1,435,416) $ (4,397,097)
================== =============
- --------------------------------------------------------------------------------
* Included in this amount for 2004 and 2003 are post-October losses of $0 and
$804,307, respectively. This amount is deemed to reverse on the first business
day of the Fund's next taxable year.
50
<page>
DEAN FAMILY OF FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
March 31, 2004
The International Fund
On December 15, 2003, an income distribution of $0.4055 and $0.3928 per share
was paid to Class A and Class C shareholders of record as of December 12, 2003,
respectively.
The tax character of distributions paid during fiscal year 2004 and 2003 was as
follows:
- -----------------------------------------------------------------------------
2004 2003
---- ----
- -----------------------------------------------------------------------------
Distributions paid from:
Ordinary income.....................$ 396,001 $ -
Long-term capital gain............... - -
---------- ---------
396,001 -
---------
Return of capital............... 40,545 -
---------- ---------
$ 436,546 $ -
========== =========
- --------------------------------------------------------------------------------
As of March 31, 2004, and March 31, 2003, the components of distributable
earnings on a tax basis were as follows:
- --------------------------------------------------------------------------------
2004 2003
---- ----
- --------------------------------------------------------------------------------
Undistributed ordinary income........ $ - $ 1,442,897
Accumulated capital and other losses * (4,647,408) (6,834,588)
Unrealized appreciation (depreciation) 1,691,989 (1,735,478)
------------- -------------
$ (2,955,419) $(7,127,169)
============= =============
- --------------------------------------------------------------------------------
* Included in this amount for 2004 and 2003 are post-October losses of $0 and
$1,187,614, respectively. 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. Commitments and Transactions with Affiliates and Related Parties
Certain officers of the Trust are also officers or employees of Dean Investment
Associates LLC (formerly 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 Fund. As of March 31, 2004, the
Adviser was owed $4,385, $14,638, $382 and $33,542 from the Large Cap Value
Fund, the Small Cap Value Fund, the Balanced Fund and the International Fund,
respectively.
51
<page>
DEAN FAMILY OF FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
March 31, 2004
Newton Capital Management Ltd. (Newton Capital) has been retained by the Adviser
to manage the investments of the International 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 an Expense Limitation Agreement between the Adviser and the Trust,
the Adviser waived a portion of its advisory fees for each Fund and in the case
of the International Fund, reimbursed expenses, to the extent that the Fund's
operating expenses exceeded the applicable "operating expense limit" amount
during the fiscal year ended March 31, 2004. There is no obligation for the
Trust to repay the amounts of the advisory fees waived or expenses reimbursed.
The Adviser waived fees of $64,454 for the Large Cap Value Fund, $40,776 for the
Small Cap Value Fund, $57,519 for the Balanced Fund, and waived fees and
reimbursed expenses of $130,039 for the International Fund during the fiscal
year ended March 31, 2004. The "operating expense limit" with respect to each
class of each Fund is based on a percentage of the average daily net assets of
each class of each Fund as follows:
Fund Class Maximum Operating Expense Limit
Large Cap Value Fund Class A 1.85%
Large Cap Value Fund Class C 2.60%
Small Cap Value Fund Class A 1.85%
Small Cap Value Fund Class C 2.60%
Balanced Fund Class A 1.85%
Balanced Fund Class C 2.60%
International Fund Class A 2.10%
International Fund Class C 2.85%
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 AGENT
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 inquires 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 of $1.30 per active
shareholder account, subject to a $1,000 minimum monthly fee for each class of
each Fund. The Trust also receives a 50% discount for a share class with assets
up to $2 million and 25% discount for a share class with assets between $2 and
$5
52
<page>
DEAN FAMILY OF FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
March 31, 2004
million. There is no discount for a share class with assets over $5 million. In
addition, each Fund pays out-of-pocket expenses including, but not limited to,
postage and supplies. For the fiscal year ended March 31, 2004, each share class
accrued transfer agent and shareholder servicing fees as follows:
Fund Class Transfer Agent and Shareholder
Servicing Fees
- ---------------------------- ------------ --------------------
Large Cap Value Fund Class A $ 23,371
Large Cap Value Fund Class C 1,576
Small Cap Value Fund Class A 29,109
Small Cap Value Fund Class C 1,194
Balanced Fund Class A 21,912
Balanced Fund Class C 1,586
International Fund Class A 22,913
International Fund Class C 1,431
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 $131,
$0, $11 and $360 fees from underwriting and no broker commissions on the sale of
shares of the Large Cap Value Fund, the Small Cap Value Fund, the Balanced Fund,
and the International Fund, respectively, during the fiscal year ended March 31,
2004.
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 fiscal year ended March 31, 2004, 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, dealers and other organizations in an amount not to exceed 0.25%
per year of each Fund's average daily net assets attributable to Class C shares
for certain account maintenance and service fees. In addition, the Class C
shares may directly incur or reimburse the Underwriter in an amount not to
53
<page>
DEAN FAMILY OF FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
March 31, 2004
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 fiscal year
ended March 31, 2004, Class C shares of each Fund did not incur any distribution
expenses.
5. Investment Transactions
Investment transactions, other than short-term investments, were as follows for
the fiscal year ended March 31, 2004:
<table>
<s> <c> <c> <c> <c>
- -----------------------------------------------------------------------------------------------------------------
Large Cap Small Cap Balanced International
Value Fund Value Fund Fund Fund
- -----------------------------------------------------------------------------------------------------------------
Purchases of portfolio securities................ $ 3,203,532 $ 12,566,601 $ 2,583,370 $ 12,973,801
Purchases of U.S. government obligations....... - - 1,405,312 -
============================================================
Proceeds from sales and maturities
of portfolio securities..................... $ 5,496,769 $ 14,782,386 $ 5,786,241 $ 13,488,116
Proceeds from sales and maturities of U.S.
government obligations...................... - - 809,187 -
- -----------------------------------------------------============================================================
</table>
6. Foreign Currency Translation
With respect to the International 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 isolates the portion of the results of operations 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 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.
54
<page>
DEAN FAMILY OF FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
March 31, 2004
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
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 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, 2004, the International Fund had forward foreign currency
exchange contracts outstanding as follows:
- --------------------------------------------------------------------------------
Net Appreciation
Settlement (Depreciation)
Date To Deliver To Receive in U.S. Dollars
- --------------------------------------------------------------------------------
04/02/04 (18,304) GBP 33,524 USD $ -
04/05/04 (348,601) JPY 3,356 USD 13
05/14/04 (141,000) USD 77,942 GBP (1,694)
05/14/04 (135,865) EUR 171,000 USD 4,067
05/14/04 (165,322) EUR 207,000 USD 4,226
05/14/04 (327,000) USD 285,914 EUR 23,959
05/14/04 (51,000) USD 44,406 EUR 3,509
05/14/04 (85,738) GBP 141,000 USD 15,967
--------------
Total appreciation on contracts $ 50,047
==============
- --------------------------------------------------------------------------------
EUR - Euro Dollar USD - U.S. Dollar GBP-British Pound Sterling JPY-Japanese Yen
9. Proxy Voting
A description of the policies and procedures that the Trust uses to determine
how to vote proxies relating to portfolio securities is available without
charge, upon request, by calling 1-800-327-3656 or on the Securities and
Exchange Commission's website at http://www.sec.gov.
55
<page>
DEAN FAMILY OF FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
March 31, 2004
10. 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 Principal Occupation(s) Number of Other
Held with Office and During Past Five Years Portfolios in Directorships
Trust Length of Fund Complex Held by
Time Served Overseen by Trustee
Trustee
- ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
Independent Trustees
- ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
Sam B. Gould 61 Trustee Indefinite; Dean Emeritus of the 4 None
School of Business Since 1998 University of Dayton
Administration School of Business
University of Dayton Administration
300 College Park
Dayton, Ohio 45469
- ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
Frank J. Perez 60 Trustee Indefinite; President and Chief 4 American
KMCN Since 1997 Executive Officer of Hospital
3533 Southern Blvd. Kettering Medical Center Association;
Kettering, Ohio 45429 Network Premier
Health
Services
- ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
David H. Ponitz 73 Trustee Indefinite; President Emeritus of 4 Dayton
5556 Viewpoint Dr. Since 1997 Sinclair Community Division
Dayton, Ohio 45459 College and Higher Advisory
Education Consultant Board -
Unizan Bank;
UES Inc.;
Cord Fordham
Foundation
- ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
</table>
56
<page>
DEAN FAMILY OF FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
March 31, 2004
<table>
<s> <c> <c> <c> <c> <c> <c>
- ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
Name and Address Age Position(s) Term of Principal Occupation(s) Number of Other
Held with Office and During Past Five Years Portfolios in Directorships
Trust Length of Fund Complex Held by
Time Served Overseen by Trustee
Trustee
- ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
Gilbert P. Williamson 67 Trustee Indefinite; Director of Tarantella, 4 None
1700 Patterson Blvd. Since 1997 Inc., formerly The Santa
Dayton, Ohio 45429 Cruise Operations, Inc.
(a software
company),
Director of The
French Oil Mill
Machinery
Company, (a
manufacturing
company of heavy
duty machinery),
and Director of
Fifth-Third Bank
of Western Ohio
formerly CitFed
- ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
</table>
57
<page>
DEAN FAMILY OF FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
March 31, 2004
<table>
<s> <c> <c> <c> <c> <c> <c>
- ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
Name and Address Age Position(s) Term of Principal Occupation(s) Number of Other
Held with Office and During Past Five Years Portfolios in Directorships
Trust Length of Fund Complex Held by
Time Served Overseen by Trustee
Trustee
- ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
Officers
- ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
Stephen M. Miller* 49 President One Year; President and Chief N/A N/A
Since 2000 Operating Officer of Dean
Investment Associates
LLC. (formerly
C.H. Dean &
Associates,
Inc.), 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.
- ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
Debra E. Rindler* 39 Secretary/ One Year; Vice President, Chief N/A N/A
Treasurer Since 2001 Financial Officer and
Director of Finance and
Administration of Dean
Investment Associates
LLC (formerly 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.
- --------------------------------------------------------------------------------------------------------------------- --
</table>
*The address for Dean Investment Associates LLC is 2480 Kettering Tower,
Dayton, Ohio 45423-2480
58
<page>
DEAN FAMILY OF FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
March 31, 2004
<table>
<s> <c> <c> <c> <c> <c> <c>
- -------------------------------------------------------------------------------------------------------------------- --
Name and Address Age Position(s) Term of Principal Occupation(s) Number of Other
Held with Office and During Past Five Years Portfolios in Directorships
Trust Length of Fund Complex Held by
Time Served Overseen by Trustee
Trustee
- ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
Freddie Jacobs**.. 33 Assistant One Year; Vice President Fund N/A N/A
Treasurer Since 2004 Administration of Unified
Fund Services, Inc. since
2003. Prior to 2003, Mr.
Jacobs was Assistant Vice
President of U.S. Bancorp
Fund Services, L.L.C.
- ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
Heather Barnes** 28 Assistant One Year; Fund Administration N/A N/A
Secretary Since 2004 Supervisor of Unified
Fund Services, Inc. (2004
to present and 1999 to
2001). Regional
Administrative Assistant
of The Standard Register
Company (2003 to 2004).
- ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
</table>
** The address for Unified Fund Services is 431 N. Pennsylvania St.,
Indianapolis, IN 46204
59
<page>
Report of Independent Registered Public Accounting Firm
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 Fund, formerly known as International Value Fund) (the Funds)
as of March 31, 2004, and the related statements of operations for the year
then ended, the statements of changes in net assets for each of the two
years then ended and the financial highlights for each of the five years
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 the standards of the Public
Company Accounting Oversight Board (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, 2004, 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 of Funds as of
March 31, 2004, the results of their operations for the year then ended,
the changes in their net assets for each of the two years then ended and
their financial highlights for each of the five years then ended, in
conformity with U.S. generally accepted accounting principles.
Ernst & Young LLP
/s/ Ernst & Young LLP
Cincinnati, Ohio
May 21, 2004
60
<page>
<page>
DEAN Family of Funds
2480 Kettering Tower
Dayton, Ohio 45423
Board of Trustees
Dr. Sam B. Gould
Frank J. Perez
Dr. David H. Ponitz
Gilbert P. Williamson
Investment Adviser
DEAN INVESTMENT ASSOCIATES LLC
2480 Kettering Tower
Dayton, Ohio 45423
Underwriter
2480 SECURITIES LLC
2480 Kettering Tower
Dayton, Ohio 45423
Transfer Agent
UNIFIED FUND SERVICES, INC.
P.O. Box 6110 Indianapolis, IN 46206-6110
Shareholder Service
Nationwide: (Toll-Free) 888-899-8343
Table of Contents
Portfolios of Investments:
Large Cap Value Fund............ 2
Small Cap Value Fund............ 4
Balanced Fund................... 6
International Fund.............. 8
Financial Statements....................11
Notes to Financial Statements...........45
This report is not authorized for distribution to prospective shareholders of
The Dean Family of Funds unless preceded or accompanied by an effective
prospectus.
<page>
[logo]
Dean Investment Associates
- --------------------------
Dean Family of Funds
Large Cap Value Fund
Small Cap Value Fund
Balanced Fund
International Fund
[logo]
Annual Report
March 31, 2004
Item 2. Code of Ethics.
(a) As of the end of the period covered by this report, the registrant has
adopted a code of ethics that applies to the registrant's principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, regardless of whether these
individuals are employed by the registrant or a third party.
(b) For purposes of this item, "code of ethics" means written standards that are
reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits
to, the Commission and in other public communications made by
the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) Amendments:
During the period covered by the report, there have not been any amendments to
the provisions of the code of ethics.
(d) Waivers:
During the period covered by the report, the registrant has not granted any
express or implicit waivers from the provisions of the code of ethics.
Item 3. Audit Committee Financial Expert.
(a) The registrant's Board of Trustees has determined that the registrant does
not have an audit committee financial expert. The Trustees determined at the
March 31, 2004 Board of Trustees Meeting that, although as a group they possess
the attributes that an audit committee financial expert must possess pursuant to
the SEC rules, no one audit committee member has the requisite experience. The
Board of Trustees also determined that, as a group, they are able to perform the
tasks assigned to the Audit Committee and that they would consider adding an
audit committee financial expert to the Audit Committee if future developments
warrant such action.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees
FY 2004 $ 45,000
FY 2003 $ 42,000
(b) Audit-Related Fees
None
(c) Tax Fees
None
(d) All Other Fees
None
(e) (1) Audit Committee's Pre-Approval Policies
The Audit Committee does not have pre-approval policies and procedures described
in paragraph (c)(7) of Rule 2-01 of Regulation S-X. Rather, in accordance with
paragraph (c)(7)(i)(A) of Rule 2-01 of Regulation S-X, before the accountant is
engaged by the Trust to render audit or non-audit services, the engagement is
approved by the Trust's Audit Committee. In addition, the Audit Committee
has agreed that situations might arise during the year that could require the
Trust's "independent auditor" to provide accounting or tax consultation on short
notice and that, despite management's best efforts to obtain prior approval of
the engagement of the independent auditor to provide such services, it might not
be possible for the Audit Committee to meet in a timely fashion to approve the
engagement. Accordingly, the Audit Committee approved the engagement of the
Independent Auditor to provide such additional services to the Trust if
management determines that it is appropriate for the Independent Auditor to
provide such additional services, the fees for such services do not exceed
$10,000, and information about the additional services and related fees is
provided to the Audit Committee at it's next regularly scheduled meeting.
(2) Percentages of Services Approved by the Audit Committee
Registrant
Audit-Related Fees: 100 %
Tax Fees: 100 %
All Other Fees: 100 %
(f) During audit of registrant's financial statements for the most recent fiscal
year, less than 50 percent of the hours expended on the principal accountant's
engagement were attributed to work performed by persons other than the principal
accountant's full-time, permanent employees.
(g) The aggregate non-audit fees billed by the registrant's accountant for
services rendered to the registrant, and rendered to the registrant's investment
adviser (not including any sub-adviser whose role is primarily portfolio
management and is subcontracted with or overseen by another investment adviser),
and any entity controlling, controlled by, or under common control with the
adviser that provides ongoing services to the registrant:
Registrant Adviser
FY 2004 $ 0 None
FY 2003 $ 0 None
(h) The registrant's audit committee has considered whether the provision of
non-audit services to the registrant's investment adviser (not including any
sub-adviser whose role is primarily portfolio management and is subcontracted
with or overseen by another investment adviser), and any entity controlling,
controlled by, or under common control with the investment adviser that provides
ongoing services to the registrant, that were not pre-approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with
maintaining the principal accountant's independence.
Item 5. Audit Committee of Listed Companies. Not applicable.
Item 6. Schedule of Investments. schedule filed with Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.
Not applicable.
Item 8. Purchases of Equity Securities by Closed-End Funds. Not applicable.
Item 9. Submission of Matters to a Vote of Security Holders. None.
Item 10. Controls and Procedures.
(a) Based on an evaluation of the registrant's disclosure controls and
procedures as of a date 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 control over
financial reporting that occurred during the registrant's second fiscal
half-year that have materially affected, or are reasonably likely to materially
affect, the registrant's internal control over financial reporting.
Item 11. Exhibits.
(a)(1) Code is filed herewith.
(a)(2) Certifications by the registrant's principal executive officer and
principal financial officer, pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002 and required by Rule 30a-2 under the Investment
Company Act of 1940 are filed herewith.
(a)(3) Not Applicable.
(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 is filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Dean Family of Funds
By
* /s/ Stephen M. Miller
--------------------------------------
Stephen M. Miller, President
Date June 10, 2004
-----------------------------------
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 June 10, 2004
-----------------------------------
By
* /s/ Debra E. Rindler
--------------------------------------
Debra E. Rindler, Secretary and Treasurer
Date June 10, 2004
-----------------------------------