-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IQQ6Ui2zEkIW19GQRyvPO9ZwwYhRyhADkIXM/Wtl05vNX+nreqzSXWZrEh2SmwlB v0KZLLnX8ajjIVHckWTIIg== 0001035449-04-000259.txt : 20040610 0001035449-04-000259.hdr.sgml : 20040610 20040610172400 ACCESSION NUMBER: 0001035449-04-000259 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040610 EFFECTIVENESS DATE: 20040610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEAN FAMILY OF FUNDS CENTRAL INDEX KEY: 0001027624 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-07987 FILM NUMBER: 04859032 BUSINESS ADDRESS: STREET 1: 2480 KETTERING TOWER CITY: DAYTON STATE: OH ZIP: 45423 MAIL ADDRESS: STREET 1: 2480 KETTERING TOWER CITY: DAYTON STATE: OH ZIP: 45423 N-CSR 1 deanncsr0304.txt DEAN FAMILY OF FUNDS 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 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 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 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 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 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 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 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 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
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 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 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 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 DEAN LARGE CAP VALUE FUND SCHEDULE OF INVESTMENTS March 31, 2004 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 -----------------
See accompanying notes which are an integral part of the financial statements. 11 DEAN LARGE CAP VALUE FUND (Continued) 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.
12 DEAN LARGE CAP VALUE FUND (Continued) 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 =================
* Non-income producing securities. See accompanying notes which are an integral part of the financial statements. 13 DEAN SMALL CAP VALUE FUND SCHEDULE OF INVESTMENTS March 31, 2004 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 ---------------
See accompanying notes which are an integral part of the financial statements. 14 DEAN SMALL CAP VALUE FUND (Continued) 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 ---------------
See accompanying notes which are an integral part of the financial statements. 15 DEAN SMALL CAP VALUE FUND (Continued) 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 ---------------
See accompanying notes which are an integral part of the financial statements. 16 DEAN SMALL CAP VALUE FUND (Continued) 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 ---------------
See accompanying notes which are an integral part of the financial statements. 17 DEAN SMALL CAP VALUE FUND (Continued) 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 ===============
* Non-income producing securities. See accompanying notes which are an integral part of the financial statements. 18 DEAN BALANCED FUND SCHEDULE OF INVESTMENTS March 31, 2004 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 --------------
See accompanying notes which are an integral part of the financial statements. 19 DEAN BALANCED FUND (Continued) 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 --------------
See accompanying notes which are an integral part of the financial statements. 20 DEAN BALANCED FUND (Continued) 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 --------------
See accompanying notes which are an integral part of the financial statements. 21 DEAN BALANCED FUND (Continued) 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 ==============
* Non-income producing securities. See accompanying notes which are an integral part of the financial statements. 22 DEAN INTERNATIONAL FUND SCHEDULE OF INVESTMENTS March 31, 2004 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
See accompanying notes which are an integral part of the financial statements. 23 DEAN INTERNATIONAL FUND (Continued) 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
See accompanying notes which are an integral part of the financial statements. 24 DEAN INTERNATIONAL FUND (Continued) 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 --------------
See accompanying notes which are an integral part of the financial statements. 25 DEAN INTERNATIONAL FUND (Continued) 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 --------------
See accompanying notes which are an integral part of the financial statements. 26 DEAN INTERNATIONAL FUND (Continued) 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 ==============
* 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 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 DEAN FAMILY OF FUNDS STATEMENTS OF ASSETS & LIABILITIES March 31, 2004 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 =============== =============== =============== ==============
See accompanying notes which are an integral part of the financial statements. 29 DEAN FAMILY OF FUNDS STATEMENTS OF ASSETS & LIABILITIES (continued) March 31, 2004 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 =============== =============== =============== ==============
See accompanying notes which are an integral part of the financial statements. 30 DEAN FAMILY OF FUNDS STATEMENTS OF OPERATIONS Fiscal year ended March 31, 2004 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 -------------- --------------- -------------- ---------------
See accompanying notes which are an integral part of the financial statements. 31 DEAN FAMILY OF FUNDS STATEMENTS OF OPERATIONS (Continued) Fiscal year ended March 31, 2004 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 ============== =============== ============== ===============
See accompanying notes which are an integral part of the financial statements. 32 DEAN FAMILY OF FUNDS STATEMENTS OF CHANGES IN NET ASSETS 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)
See accompanying notes which are an integral part of the financial statements. 33 DEAN FAMILY OF FUNDS STATEMENTS OF CHANGES IN NET ASSETS (continued) 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 ============= ============= ============= =============
See accompanying notes which are an integral part of the financial statements. 34 DEAN FAMILY OF FUNDS STATEMENTS OF CHANGES IN NET ASSETS (continued) 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) ------------- ------------- ------------- -------------
See accompanying notes which are an integral part of the financial statements. 35 DEAN FAMILY OF FUNDS STATEMENTS OF CHANGES IN NET ASSETS (continued) 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 ============= ============= ============= =============
See accompanying notes which are an integral part of the financial statements. 36 DEAN FAMILY OF FUNDS LARGE CAP VALUE FUND - CLASS A FINANCIAL HIGHLIGHTS Per Share Data for a Share Outstanding Throughout Each Period 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%
(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 DEAN FAMILY OF FUNDS LARGE CAP VALUE FUND - CLASS C FINANCIAL HIGHLIGHTS (continued) Per Share Data for a Share Outstanding Throughout Each Period 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%
(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 DEAN FAMILY OF FUNDS SMALL CAP VALUE FUND - CLASS A FINANCIAL HIGHLIGHTS (continued) Per Share Data for a Share Outstanding Throughout Each Period 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%
(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 DEAN FAMILY OF FUNDS SMALL CAP VALUE FUND - CLASS C FINANCIAL HIGHLIGHTS (continued) Per Share Data for a Share Outstanding Throughout Each Period 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%
(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 DEAN FAMILY OF FUNDS BALANCED FUND - CLASS A FINANCIAL HIGHLIGHTS (continued) Per Share Data for a Share Outstanding Throughout Each Period 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%
(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 DEAN FAMILY OF FUNDS BALANCED FUND - CLASS C FINANCIAL HIGHLIGHTS (continued) Per Share Data for a Share Outstanding Throughout Each Period 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%
(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 DEAN FAMILY OF FUNDS INTERNATIONAL FUND - CLASS A FINANCIAL HIGHLIGHTS (continued) Per Share Data for a Share Outstanding Throughout Each Period 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%
(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 DEAN FAMILY OF FUNDS INTERNATIONAL FUND - CLASS C FINANCIAL HIGHLIGHTS (continued) Per Share Data for a Share Outstanding Throughout Each Period 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%
(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 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 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 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 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: - -------------------------------------------------------------------------------------------------------------------------------- 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 ============ ============ ============ ============= - --------------------------------------------------------------------------------------------------------------------------------
48 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 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 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 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 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 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: - ----------------------------------------------------------------------------------------------------------------- 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 - - -----------------------------------------------------============================================================
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 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 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. - ------------------------- ------ -------------- -------------- --------------------------- --------------- --------------- 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 - ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
56 DEAN FAMILY OF FUNDS NOTES TO FINANCIAL STATEMENTS (continued) March 31, 2004 - ------------------------- ------ -------------- -------------- --------------------------- --------------- --------------- 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 - ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
57 DEAN FAMILY OF FUNDS NOTES TO FINANCIAL STATEMENTS (continued) March 31, 2004 - ------------------------- ------ -------------- -------------- --------------------------- --------------- --------------- 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. - --------------------------------------------------------------------------------------------------------------------- --
*The address for Dean Investment Associates LLC is 2480 Kettering Tower, Dayton, Ohio 45423-2480 58 DEAN FAMILY OF FUNDS NOTES TO FINANCIAL STATEMENTS (continued) March 31, 2004 - -------------------------------------------------------------------------------------------------------------------- -- 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). - ------------------------- ------ -------------- -------------- --------------------------- --------------- ---------------
** The address for Unified Fund Services is 431 N. Pennsylvania St., Indianapolis, IN 46204 59 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 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. [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 ----------------------------------- EX-99 2 codeeth.txt DEAN FAMILY OF FUNDS DEAN FAMILY OF FUNDS CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS I. Covered Officers Dean Family of Fund's (the "Trust's") code of ethics (this "Code") applies to the Trust's Principal Executive Officer and Principal Financial Officer (the "Covered Officers" each of whom are set forth in Exhibit A) for the purpose of promoting: ~ honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; ~ full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Trust; ~ compliance with applicable laws and governmental rules and regulations; ~ the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and ~ accountability for adherence to the Code. Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. II. Conflicts of Interest A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his service to, the Trust. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Trust. Certain conflicts of interest arise out of the relationships between Covered Officers and the Trust and already are subject to conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Trust because of their status as "affiliated persons" of the Trust. The Trust's and the investment adviser's compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code. Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Trust and the investment adviser of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the company or for the adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and the Trust. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Trust and the adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Trust. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Trust. * * * * Each Covered Officer must: ~ not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Trust whereby the Covered Officer would benefit personally to the detriment of the Trust; ~ not cause the Trust to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Trust; There are some conflict of interest situations that should always be discussed with the Board if material. Examples of these include with respect to the Covered Officer or a member of the Covered Officer's family: service as a director on the board of any public or private company; the receipt of any non-nominal gifts; ~ the receipt of any entertainment from any company with which the Trust has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety; ~ any ownership interest in, or any consulting or employment relationship with, any of the Trust's service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof; ~ a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Trust for effecting portfolio transactions or for selling or redeeming share other than an interest arising from the Covered Officer's employment, such as compensation or equity ownership. III. Disclosure and Compliance ~ Each Covered Officer should familiarize himself or herself with the disclosure requirements generally applicable to the Trust; ~ each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Trust to others, whether within or outside the Trust, including to the Trust's trustees and auditors, and to governmental regulators and self-regulatory organizations; ~ each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Trust and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Trust file with, or submit to, the SEC and in other public communications made by the Trust; and ~ it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. IV. Reporting and Accountability Each Covered Officer must: ~ upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he or she has received, read, and understands the Code; annually thereafter affirm to the Board that he or she has complied with the requirements of the Code; ~ report at least annually affiliations or other relationships related to conflicts of interest that the Trust's Trustees and Officers Questionnaire covers; ~ not retaliate against any other Covered Officer or any employee of the Trust or their affiliated persons for reports of potential violations that are made in good faith; and ~ notify the Board promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code. The Board is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. Any approvals or waivers sought by a Covered Officer will be considered by the Board. The Trust will follow these procedures in investigating and enforcing this Code: ~ the Board will take all appropriate action to investigate any potential violations reported to it, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer; ~ if, after such investigation, the Board believes that no violation has occurred, the Board is not required to take any further action; the Board will be responsible for granting waivers, as appropriate; and any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules. V. Other Policies and Procedures This Code shall be the sole code of ethics adopted by the Trust for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Trust, the Trust's adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Trust's and their investment adviser's and principal underwriter's codes of ethics under Rule 17j-1 under the Investment Company Act and any more detailed policies and procedures of the adviser are separate requirements applying to the Covered Officers and others, and are not part of this Code. VI. Amendments Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent directors. VII. Confidentiality All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board and counsel to the Trust. VIII. Internal Use The Code is intended solely for the internal use by the Trust and does not constitute an admission, by or on behalf of the Trust, as to any fact, circumstance, or legal conclusion. Date: March 31, 2004 Exhibit A Stephen M. Miller, President of the Dean Family of Funds Debra E. Rindler, Secretary and Treasurer of the Dean Family of Funds EX-31 3 ex99cert.txt DEAN FAMILY OF FUNDS Exhibit 99.CERT PRINCIPAL EXECUTIVE OFFICER FORM N-CSR CERTIFICATION I, Stephen M. Miller, certify that: 1. I have reviewed this report on Form N-CSR of Dean Family of Funds; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: June 10, 2004 ------------------------------- /s/ Stephen M. Miller Stephen M. Miller, President Dean Family of Funds PRINCIPAL FINANCIAL OFFICER FORM N-CSR CERTIFICATION I, Debra E. Rindler, certify that: 1. I have reviewed this report on Form N-CSR of Dean Family of Funds; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: June 10, 2004 ------------------------------- /s/ Debra E. Rindler Debra E. Rindler, Secretary and Treasurer Dean Family of Funds EX-32 4 ex99906cert.txt DEAN FAMILY OF FUNDS EX-99.906CERT CERTIFICATION Stephen M. Miller, President, and Debra E. Rindler, Secretary and Treasurer of Dean Family of Funds (the "Registrant"), each certify to the best of his or her knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended March 31, 2004 (the "Form N-CSR") fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Registrant's Form N-CSR for the period ended March 31, 2004 fairly presents, in all material respects, the financial condition and results of operations of the Registrant. President Secretary and Treasurer Principal Executive Officer Principal Financial Officer Dean Family of Funds Dean Family of Funds /s/ Stephen M. Miller /s/ Debra E. Rindler ------------------- --------------------- Stephen M. Miller Debra E. Rindler Date: June 10, 2004 Date: June 10, 2004 ----------------- ------------------ A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Dean Family of Funds and will be retained by Dean Family of Funds and furnished to the Securities and Exchange Commission (the "Commission") or its staff upon request. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. -----END PRIVACY-ENHANCED MESSAGE-----