Integra Balanced Fund

Document Sample
Integra Balanced Fund Powered By Docstoc
					                         INTEGRA Canadian Value Growth Fund I
                         Equity Fund INTEGRA International Equi
                         INTEGRA Short Term Investment Fund IN
                         U.S. Small Cap Equity Fund INTEGRA U.S
                         Growth Fund Analytic Core U.S. Equity F
                         Acadian Core International Equity Fund
                         Large Cap Value Fund INTEGRA Balanced
                         INTEGRA Bond Fund INTEGRA Canadian
                         Growth Fund INTEGRA Equity Fund INTE
                         International Equity Fund INTEGRA Shor
                         Investment Fund INTEGRA U.S. Small Ca
                         Fund INTEGRA U.S. Value Growth Fund
                         Core U.S. Equity Fund Acadian Core Inte
                         Equity Fund NWQ U.S. Large Cap Value
                         INTEGRA Balanced Fund INTEGRA Bond
                         INTEGRA Canadian Value Growth Fund I
                         Equity Fund INTEGRA International Equi
                         INTEGRA Short Term Investment Fund IN
                         U.S. Small Cap Equity Fund INTEGRA U.S
                         Growth Fund Analytic Core U.S. Equity F
                         Acadian Core International Equity Fund
                         Large Cap Value Fund INTEGRA Balanced
                         INTEGRA Bond Fund INTEGRA Canadian
                         Growth Fund INTEGRA Equity Fund INTE
                         International Equity Fund INTEGRA Shor
                         Investment Fund INTEGRA U.S. Small Ca
                         Fund INTEGRA U.S. Value Growth Fund
                         Core U.S. Equity Fund Acadian Core Inte
                         Equity Fund NWQ U.S. Large Cap Value
                         INTEGRA Balanced Fund INTEGRA Bond
                         INTEGRA Canadian Value Growth Fund I
                         Equity Fund INTEGRA International Equi


INTEGRA                  INTEGRA Short Term Investment Fund IN
                         U.S. Small Cap Equity Fund INTEGRA U.S
                         Growth Fund Analytic Core U.S. Equity F
                         Acadian Core International Equity Fund
                         Large Cap Value Fund INTEGRA Balanced


Mutual Funds             INTEGRA Bond Fund INTEGRA Canadian
                         Growth Fund INTEGRA Equity Fund INTE
                         International Equity Fund INTEGRA Shor
                         Investment Fund INTEGRA U.S. Small Ca
                         Fund INTEGRA U.S. Value Growth Fund
                         Core U.S. Equity Fund Acadian Core Inte
 Simplified Prospectus   Equity Fund NWQ U.S. Large Cap Value
                         INTEGRA Balanced Fund INTEGRA Bond
                         INTEGRA Canadian Value Growth Fund I
                         Equity Fund INTEGRA International Equi
                         INTEGRA Short Term Investment Fund IN
                         U.S. Small Cap Equity Fund INTEGRA U.S
                         Growth Fund Analytic Core U.S. Equity F
                         Acadian Core International Equity Fund
                         Large Cap Value Fund INTEGRA Balanced
                         INTEGRA Bond Fund INTEGRA Canadian
                         Growth Fund INTEGRA Equity Fund INTE
                         International Equity Fund INTEGRA Shor
                         Investment Fund INTEGRA U.S. Small Ca
                         Fund INTEGRA U.S. Value Growth Fund
                         Core U.S. Equity Fund Acadian Core Inte
                         Equity Fund NWQ U.S. Large Cap Value
                         INTEGRA Balanced Fund INTEGRA Bond
                         INTEGRA Canadian Value Growth Fund I
                         Equity Fund INTEGRA International Equi
                         INTEGRA Short Term Investment Fund IN
                         U.S. Small Cap Equity Fund INTEGRA U.S
                                                                 INTEGRA
                                                              Mutual Funds


     Simplified Prospectus
     August 26, 2005



     I   Integra Balanced Fund

     I   Integra Bond Fund

     I   Integra Canadian Value Growth Fund

     I   Integra Equity Fund

     I   Integra International Equity Fund

     I   Integra Short Term Investment Fund

     I   Integra U.S. Small Cap Equity Fund

     I   Integra U.S. Value Growth Fund

     I   Analytic Core U.S. Equity Fund

     I   Acadian Core International Equity Fund

     I   NWQ U.S. Large Cap Value Fund




No securities regulatory authority has expressed an opinion about these units and it is an offence to claim otherwise.
                                                             Contents

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

What is a Mutual Fund and What are the Risks of Investing in Mutual Funds? . . . . . . . . . . . . 1
  What is a Mutual Fund? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
  What are the Risks of Investing in Mutual Funds? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Organization and Management of the Integra Mutual Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Purchases, Switches and Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
  General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
  Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
  Switches . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
  Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Optional Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
  Registered Tax Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
  Regular Investment Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
  Regular Withdrawal Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
  Automatic Reinvestment of Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
   Impact of Sales Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Dealer Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Dealer Compensation from Management Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Income Tax Considerations for Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
   Funds held in a Registered Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
   Funds not held in a Registered Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

What are Your Legal Rights? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Specific Information About Each of the Mutual Funds Described in this Document . . . . . . . 10
   General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
   Securities Lending Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
   Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
   Past Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Integra Balanced Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Integra Bond Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Integra Canadian Value Growth Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Integra Equity Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Integra International Equity Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Integra Short Term Investment Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Integra U.S. Small Cap Equity Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Integra U.S. Value Growth Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Analytic Core U.S. Equity Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Acadian Core International Equity Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
NWQ U.S. Large Cap Value Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
                                           Integra Mutual Funds


                                                Introduction
This Simplified Prospectus contains selected important information to help you make an informed investment decision
and to help you understand your rights as an investor.

This document is divided into two parts:

   • The first part (from pages 1 to 10) contains general information applicable to all of the Integra Mutual Funds.
   • The second part (from pages 11 to 65) contains specific information about each Integra Mutual Fund.

Additional information about each Integra Mutual Fund is available in the Fund’s Annual Information Form and the most
recently filed annual financial statements, any interim financial statements filed after those annual financial statements,
the most recently filed annual report of fund performance (commencing in 2006) and any interim management report of
fund performance filed after that annual management report of fund performance. These documents are incorporated by
reference into this document, which means that they legally form part of this document just as if they were printed as a
part of this document. You can get copies of these documents, including a statement of portfolio transactions, at your
request, and at no cost, by calling us toll-free at 1-877-799-1942 or from your dealer.

These documents are also available on the Integra internet site at www.integra.com

These documents and other information about the Integra Mutual Funds are also available on the Internet site of SEDAR
(the System for Electronic Document Analysis and Retrieval) at www.sedar.com



             What is a Mutual Fund and What are the Risks
                     of Investing in Mutual Funds?
What is a Mutual Fund?
A mutual fund is an investment vehicle created to permit money contributed by people with similar investment objectives
to be pooled. People who contribute money become unitholders of the mutual fund. Mutual fund unitholders share the
mutual fund’s income, expenses, and the gains and losses the mutual fund makes on its investments in proportion to the
units they own. The value of an investment in a mutual fund is realized by redeeming the units held.

Mutual funds own different types of investments – stocks, bonds, cash, derivatives – depending upon their investment
objectives.

The value of these investments will change from day to day, reflecting changes in interest rates, economic conditions, and
market and company news. As a result, the value of a mutual fund’s units may go up and down, and the value of your
investment in a mutual fund may be more or less when you redeem it than when you purchased it.

Integra Capital Limited (“Integra” or “Manager”), the Manager of the Integra Mutual Funds, does not guarantee that the
full amount of your original investment in any of the Integra Mutual Funds will be returned to you. Unlike bank accounts
or GICs, mutual fund units are not covered by the Canada Deposit Insurance Corporation or any other government deposit
insurer.


What are the Risks of Investing in Mutual Funds?
Everyone has a different tolerance for risk. Some individuals are significantly more conservative than others when making
their investment decisions. It is important to take into account your own comfort with risk as well as the amount of risk
suitable for your financial goals.

                                                                                                                         1
                                                           Integra Mutual Funds


What are the Risks of Investing in Mutual Funds? (continued)
The risks associated with investing in a mutual fund are the risks associated with the securities in which the mutual fund
invests. These risks are:


    Stock Market Risk                                                                 ADR Risk
    The value of most securities, in particular equity securities, changes with       The value of American Depository Receipts (“ADRs”) will not be
    stock market conditions. These conditions are affected by general                 equal to the value of the underlying non-U.S. securities to which the
    economic and market conditions.                                                   ADR relates because of factors including the fees and expenses
                                                                                      associated with holding an ADR, currency exchange and tax
    Specific Issuer Risk                                                              considerations. As well, the rights of the holder of an ADR may be
    The value of these securities will vary positively and negatively with            different than the rights of the holders of the underlying securities
    developments within the specific companies or governments which                   and the market for an ADR may be less liquid than that of the
    issue the securities.                                                             underlying securities.

    Interest Rate Risk                                                                Securities Lending Risk
    The value of fixed income securities will generally rise if interest rates        Securities lending involves lending for a fee portfolio securities held
    fall and fall if interest rates rise. Changes in interest rates may also          by a Fund for a set period of time to willing, qualified borrowers
    affect the value of equity securities.                                            who have posted collateral. All of the Integra Mutual Funds intend
                                                                                      to enter into securities lending arrangements to the extent
    Liquidity Risk                                                                    permitted from time to time pursuant to applicable securities
    Liquidity risk is the possibility that a mutual fund won’t be able to             legislation. In lending its securities a Fund is subject to the risk that
    convert its investments to cash when it needs to. The value of securities         the borrower may not fulfill its obligations leaving the Fund holding
    which are not regularly traded (less liquid) will generally be subject to         collateral worth less than the securities it has lent, resulting in a loss
    greater fluctuations.                                                             to the Fund. To limit this risk a Fund must hold collateral worth no
                                                                                      less than 102% of the value of the loaned securities and the
    Credit Risk                                                                       amount of collateral is adjusted daily to ensure this level is
    The value of fixed income securities depends, in part, on the perceived           maintained, the collateral may only consist of cash, qualified
    ability of the government or company which issued the securities to pay           securities or securities that can be immediately converted into
    the interest and to repay the original investments. Securities issued by          identical securities to those that have been loaned, a Fund cannot
    issuers which have a low credit rating are considered to have a higher            lend more than 50% of the total value of its assets through
    credit risk than securities issued by issuers which have a high credit            securities lending and a Fund’s total exposure to any one borrower
    rating.                                                                           in securities, derivative transactions and securities lending must be
                                                                                      less than 10% of the total value of the Fund’s assets.
    Foreign Security Risk
    The value of foreign securities will be affected by factors affecting other       Substantial Unitholder Risk
    similar securities and could be affected by additional factors such as the        The purchase or redemption of a substantial number of securities
    absence of timely information, less stringent auditing standards and              of a Fund may require the portfolio manager to change the
    less liquid markets. As well, different financial, political and social factors   composition of the Fund’s portfolio significantly or may force the
    may involve risks not typically associated with investing in Canada.              portfolio manager to buy or sell investments at unfavourable
                                                                                      prices, which can affect a Fund’s return. Therefore, the redemption
    Currency Risk                                                                     of securities by a substantial unitholder may adversely affect the
    The value of securities denominated in a currency other than Canadian             performance of a Fund. Information regarding substantial
    dollars will be affected by changes in the value of the Canadian dollar           unitholders can be found under “Principal Holders of Securities” in
    in relation to the value of the currency in which the security is                 the Fund’s Annual Information Form.
    denominated.



When you are making your investment decision, it is very important that you are completely aware of the different
investment types, their risks, their relative return over time and their volatility.



2
                                             Integra Mutual Funds


There are three primary types of mutual funds. These types, their investments and the specific risks associated with them
are described below:

1. Income Funds

   These funds invest primarily in fixed income securities, such as money market instruments and bonds. Generally, such
   securities represent loans to governments or companies, who make a commitment to pay interest at fixed intervals and
   the principal upon maturity. The market price of fixed income securities generally varies inversely with changes in the
   overall level of interest rates. For example, when interest rates rise, the value of the fixed income securities in the fund
   will decline. As a result, the price of the fund’s units will also decline. Conversely, if interest rates were to drop, the
   value of the fund’s fixed income securities would rise, and its unit price would increase.

   Income funds can be short-term or long-term, depending on when the securities they hold mature. Short-term income
   funds usually invest in shorter maturity securities such as government treasury bills that require the principal to be paid
   back in less than one year. In order to keep the unit price of the fund relatively stable, short-term funds tend to credit
   income earned by the fund to investors on a daily basis. For this reason, income earned by these funds is usually low,
   but returns are very stable. Short-term income funds are designed for conservative, short-term investors.

   Long-term income funds tend to invest in fixed income securities with longer terms to maturity. Consequently, they are
   more prone to fluctuate with changes in interest rates. These funds are designed for long-term investors seeking a higher
   level of income.


2. Growth and Income Funds (Balanced Funds)

   These funds invest in a combination of fixed income securities and equities. As we have already mentioned, fixed
   income securities usually take the form of loans. Equities, or stocks, represent ownership in a company (e.g. common
   shares). The value or price of equity securities can fluctuate because of internal changes in the company that issued
   them, or the company’s overall financial performance. Broader shifts in economic or market conditions can also impact
   value. Historically, the prices of equities have fluctuated more than fixed income securities. As a result, the unit price
   of a fund that holds equities is likely to fluctuate more than a fixed income fund.

   Balanced funds are designed for long-term investors who are seeking higher long-term returns than income funds are
   generally expected to produce. Many investors find them attractive because decisions concerning the ratio of equities
   to fixed income securities, held in balanced fund portfolios (i.e. asset mix), are made by professional portfolio managers.


3. Growth Funds

   These funds provide the potential for higher long-                  HIGH
                                                                                                                           U.S. Small Cap Equity
   term returns through investment in equity securities,
   particularly in the form of common and preferred                                                                International Equity
   shares. There are many different types of growth
   funds. For example, some specialize in specific                                                        U.S. Large Cap Equity
   industries or companies of a certain size. Others target
   geographical regions. Historically, equities have           Potential                           Canadian Equity
   tended to outperform fixed income securities over the        Return
   long term. However, they have also experienced                                              Balanced
   greater fluctuations in value and are, therefore, more
   volatile. Growth funds are best suited to long-term                                  Bond
   investors, who are comfortable with the possibility of
   negative short-term fluctuations in price.                              Short Term

   The accompanying chart illustrates the difference in                 LOW                                                         HIGH
   risk and return for various types of mutual funds:                                                     Risk

                                                                                                                                             3
                                             Integra Mutual Funds


                          Organization and Management of the
                                 Integra Mutual Funds
                          This table provides you with information about the Integra Mutual Funds.



Manager                                                  Integra manages the overall business of the Funds and provides fund
Integra Capital Limited (“Integra”)                      accounting and administration services. Integra also arranges for the
2020 Winston Park Drive, Suite 200                       investment management of the assets of the Funds.
Oakville, Ontario L6H 6X7
Telephone: (905) 829-1131                                Fund of Funds – All of the Funds have the ability to invest in other mutual
Toll-Free: 1-800-363-2480                                funds, subject to certain conditions. When Integra is the manager of the
Fax: (905) 829-2726                                      other mutual fund, Integra will not vote the units of the other mutual fund.
Internet: www.integra.com                                Instead, unitholders of the Fund can direct Integra how to vote the Fund’s
                                                         holdings in the other mutual fund.


Investment Manager                                       Integra is the Investment Manager for certain Funds. In some cases, the
Integra Capital Limited                                  Investment Manager receives advice from portfolio managers it has retained.
Oakville, Ontario                                        The name of the portfolio managers that provide advice to the Investment
                                                         Manager for each Fund can be found in the second part of this document.


Portfolio Manager                                        The portfolio managers retained directly by the Manager make the invest-
Some of the funds have one or more portfolio managers    ment decisions for a Fund, buy and sell investments for the Fund’s portfolio
which have been retained directly by the Manager. The    and manage the portfolio.
name of the portfolio managers for the Funds can be
found in the second part of the document.


Principal Distributor                                    ICC markets the units of the Integra Mutual Funds directly to the public.
Integra Capital Corporation (“ICC”)                      The Funds are also available through authorized distributors and dealers. The
Toronto, Ontario                                         Principal Distributor is an affiliate of the Manager.


Trustee                                                  All Integra Mutual Funds are organized as trusts. When you invest in any of
Integra Capital Limited                                  the Funds, you are buying units of a trust. The trustee holds legal title to the
Oakville, Ontario                                        property of the Funds – the cash and securities – on behalf of the Funds.


Custodian                                                The custodian is responsible for ensuring that the assets of the Funds are
Canadian Imperial Bank of Commerce                       safely held.
Toronto, Ontario


Registrar                                                As registrar, Integra keeps track of the owners of units of each of the Funds,
Integra Capital Limited                                  processes purchase, switch and redemption orders and issues investor account
Oakville, Ontario                                        statements.


Auditors                                                 The auditors audit the annual financial statements of the Integra Mutual
Ernst & Young LLP                                        Funds and report to unitholders on the fair presentation of the Funds’ annual
Toronto, Ontario                                         financial statements in accordance with Canadian generally accepted
                                                         accounting principles.




4
                                            Integra Mutual Funds


                       Purchases, Switches and Redemptions
General
Integra manages the 11 mutual funds offered by this Simplified Prospectus:

• Integra Balanced Fund                 • Integra International Equity Fund     • Analytic Core U.S. Equity Fund
• Integra Bond Fund                     • Integra Short Term Investment Fund    • Acadian Core International Equity Fund
• Integra Canadian Value Growth Fund    • Integra U.S. Small Cap Equity Fund    • NWQ U.S. Large Cap Value Fund
• Integra Equity Fund                   • Integra U.S. Value Growth Fund

You may buy, switch (from one Integra Mutual Fund to another) or redeem your units in the Funds (“Units”) in two ways:

   • Directly through ICC, which is the principal distributor, or
   • Through another registered broker or dealer.

The issue and redemption price of Units is based on the Fund’s net asset value next determined after receipt by us of a
redemption or purchase order.

Each Unit has a Unit price equal to its net asset value (NAV) per Unit. The NAV per Unit is calculated by taking the
total assets of the Fund, subtracting the liabilities, and then dividing by the number of Units outstanding. Under
exceptional circumstances, a mutual fund may suspend redemption of units. Please see page 6 – “Redemptions”.

All requests for any purchases, switches or redemptions of Units in the Funds must be received by Integra prior to 3:00 p.m.
on a “trading day” in order to receive that trading day’s Unit price. If your request is received after 3:00 p.m., the Unit
price applied to your request will be determined on the next following trading day.

The Unit price will fluctuate with the value of the Fund’s investments. The Unit prices are calculated at the close of
business on each trading day. The trading day for a Fund is a day on which The Toronto Stock Exchange is open for trading.
The Unit price is based on the net asset value of the Units, which is obtained by dividing the net asset value of the Fund,
expressed in Canadian dollars, by the total number of Units of the Fund outstanding at the time as of which the calculation
is made and adjusting the resulting amount to four decimal places.

Purchases
With the exception of the Analytic Core U.S. Equity Fund, the Acadian Core International Equity Fund and the NWQ
U.S. Large Cap Value Fund, (collectively hereafter referred to as “the Specialty Funds”) the minimum initial investment
in each Fund is $10,000. The minimum initial investment for each of the Specialty Funds is $5 million. Each subsequent
investment (except upon reinvestment of a distribution) for all Funds, other than the Specialty Funds, must be at least $100.
At the discretion of Integra, these minimums may be waived.

Integra reserves the right to close accounts that fall below a market value of $10,000. At the discretion of Integra, this
minimum may be reduced. When an account falls below the minimum, we will notify you and you will have 30 days to
make an additional investment to restore your account to $10,000.

If you purchase your Units directly through ICC, please make your cheque or money order payable to the principal
distributor. The entire amount will be invested in Units. Payment for Units of any Integra Mutual Fund must accompany
the order.

The choice of different purchase options may require you to pay different fees. If you purchase your Units from a registered
broker or dealer, they may charge you a sales commission or "load". This will reduce the amount of money you invest in
the Fund. The amount of the load is a matter between you and your registered broker or dealer.

Integra may reject your purchase order within one business day of receiving it. Any monies sent with your order will be
returned immediately.

                                                                                                                           5
                                            Integra Mutual Funds

Switches
You can switch from one Integra Mutual Fund to any other Integra Mutual Fund with the exception of the Speciality Funds
where there is a minimum investment requirement.

If you switch your Units through a registered broker or dealer, they may charge you a sales commission or "load". This will
reduce the amount of money you switch into the Fund. The amount of the load is a matter between you and your registered
broker or dealer. Integra has the right to limit switches at any time without notice.


Redemptions
You may redeem your Units in the Integra Mutual Funds at any time by providing written notice to us. All redemption
requests must be signed. If all the required information is received before 3:00 p.m. on a trading day you will receive that
trading day’s Unit price. If all the information is received after 3:00 p.m. the Unit price will be determined on the next
trading day.

Under exceptional circumstances we may be unable to process your redemption order. This would most likely occur if
market trading were suspended on any stock exchange on which shares are listed which represent more than 50% of the
value of the total assets of a Fund and if those securities are not traded on any other exchange that represents a reasonable
alternative for the Fund, or with the consent of securities regulatory authorities.



                                               Optional Services

Registered Tax Plans                                             Regular Withdrawal Plan
Units of the Integra Mutual Funds other than the                 We are also able to offer you an automatic withdrawal plan
Analytic Core U.S. Equity Fund, the Acadian Core                 (AWP) at no additional charge. You can withdraw funds
International Equity Fund and NWQ U.S. Large Cap                 monthly, quarterly, semi-annually or annually. Regular
Value Fund are qualified investments for registered tax          withdrawals could eventually deplete your entire account.
plans. We offer registered retirement savings plans              To subscribe for this service, you must have a minimum of
(RRSPs), registered retirement income funds (RRIFs),             $25,000 in your Integra account. You can suspend this
life income funds (LIFs), locked-in retirement income            authorization at any time.
funds (LRIFs) and locked-in retirement accounts (LIRAs).

There are no annual administration fees for our registered       Automatic Reinvestment of Distributions
tax plans.                                                       Unless otherwise agreed, we automatically reinvest your
The trustee of our registered tax plans is CIBC Mellon           distributions by purchasing additional Units of the same
Trust Company in Toronto, Ontario.                               Fund. There is no cost for this service.


Regular Investment Plan
You can buy Units of the Integra Mutual Funds through a
pre-authorized chequing plan (PAC) at no additional
charge. You can invest monthly, quarterly, semi-annually
or annually. Each investment must be at least $100.




6
                                           Integra Mutual Funds


                                           Fees and Expenses
This table lists the fees and expenses that you may have to pay if you invest in the Integra Mutual Funds. You may have to
pay some of these fees and expenses directly. The Funds may have to pay some of these fees and expenses, which will
therefore reduce the value of your investment in the Funds.

                                     Fees and Expenses Payable by the Fund

  Management Fees                    The Funds pay no management fees to Integra. For management services provided to them
                                     by Integra, clients of Integra will pay an investment management fee directly to Integra, as
                                     set out in their agreement with Integra (see below). The amount of the investment
                                     management fee is negotiable between the client and Integra.

                                     Fund of Funds – Where a Fund invests in securities of another mutual fund and that other
                                     fund is also managed by Integra, the Fund will not pay any sales fees or redemption fees with
                                     respect to the purchase or redemption by it of securities of the other mutual fund.


  Operating Expenses                 Each Fund is responsible for the payment of all expenses and charges related to the
                                     operation and administration of the Fund, including the cost of preparing financial reports
                                     and prospectuses, fees and expenses paid for the maintenance of the register of unitholders,
                                     legal fees, audit fees, transactional charges and disbursements related to the portfolio of the
                                     Fund, taxes, borrowing expenses, the fees and expenses of the custodian and the trustee and
                                     expenses related to convening and conducting a meeting of unitholders, all of which may
                                     be paid out of the assets of the Fund. Expenses vary from Fund to Fund.



                                     Fees and Expenses Payable Directly by You

  Management Fees                    Short Term Investment Mandate:        0.75%       International Equity Mandate:         1.95%
  The maximum annual management      Bond Mandate:                         1.30%       U.S. Value Growth Mandate:            1.95%
  fee before GST (expressed as a %   Balanced Mandate:                     1.75%       U.S. Small Cap Equity Mandate:        2.25%
  of assets under management by      Canadian Value Growth Mandate:        1.75%       U.S. Core Equity Mandate:             1.80%
  Integra) payable by you to         Equity Mandate:                       1.75%       U.S. Large Cap Value Mandate:         1.95%
  Integra depends on your choice
  of Investment Mandate.


  Sales Charges                      None, if the Funds are purchased directly through us. You may be subject to fees and
                                     expenses if you buy Units through any other broker or dealer.


  Switch Fees                        None, if the Funds are purchased directly through us. You may be subject to fees and
                                     expenses if you buy Units through any other broker or dealer.


  Redemption Fees                    None, if the Funds are purchased directly through us. The Manager may impose a 2%
                                     redemption charge if Units of a Fund are redeemed within 90 days of purchase. You may be
                                     subject to fees and expenses if you buy Units through any other broker or dealer.


  Registered Tax Plan Fees           None, if you use Integra registered tax plans.


  Other Fees and Expenses            None, if the Funds are purchased directly through us. You may be subject to fees and
                                     expenses if you buy Units through any other broker or dealer.



                                                                                                                                       7
                                            Integra Mutual Funds

Impact of Sales Charges
The Integra Mutual Funds are “no load”, meaning when you buy Units of the Integra Mutual Funds directly through us,
you pay no fees when you purchase, switch or redeem. If you buy Units through another registered broker or dealer they
may charge you fees to purchase, switch or redeem Units. These fees would be negotiated between you and the dealer.



                                        Dealer Compensation
The dealer and its representative that you select are your agents to place orders on your behalf. Integra and the Funds are
not liable for any recommended actions or investment advice provided to you by your dealer or representative. Dealers who
sold the Integra Balanced Fund, Integra Bond Fund and Integra Equity Fund prior to October, 1996 will continue to receive
a service fee, at Integra’s option and expense, of up to 0.50% per year, where the net assets of the account exceed $100,000.
This policy does not apply in respect of units of the Integra Balanced Fund, Integra Bond Fund and Integra Equity Fund
sold by dealers after October 1996. As of the date of this Simplified Prospectus, dealers may receive a trailing commission
of up to a maximum annual rate of 1%. Such commission will be calculated monthly based on the month end market value
of the dealers’ clients’ investments in the Funds and will be paid quarterly. These commissions are payable out of
management fees received by Integra and are not charged to the Funds.



               Dealer Compensation from Management Fees
During the most recently completed financial year Integra paid dealers who distributed Units of Integra Balanced Fund,
Integra Bond Fund and Integra Equity Fund prior to October, 1996 approximately 1.0% of the total management fees
received by Integra.



                    Income Tax Considerations for Investors
Each Integra Mutual Fund distributes enough net income and net realized capital gains throughout each year to ensure that
the Fund pays no ordinary income tax. You may have tax liabilities from two sources by investing in the Funds: the first is
on distributions from the Funds and the second is upon selling, redeeming or switching Units.


Funds Held in a Registered Plan
If you hold your Funds in a registered tax plan such as an RRSP or RRIF, you do not have to pay taxes on distributions or
on selling, switching or redeeming your Units within the plan. Generally, taxes must be paid when you take money out of
the registered plan.

Fees payable by you to Integra in connection with Units held in a registered plan are not deductible.


Funds Not Held in a Registered Plan
If you hold your Funds outside a registered tax plan you must pay tax on all the distributions of net income and net realized
capital gains paid or payable by the Funds to you during the year whether the distributions were received in the form of
cash or reinvested in additional Units. You must also report in your tax return any capital gains or losses (calculated as the
amount received on the disposition of Units minus the adjusted cost base of the Units disposed and reasonable costs of
disposition) realized by redeeming Units, including a redemption for the purposes of management fee payment, selling or
switching between Funds. In general, the adjusted cost base of a Unit of a particular Fund is the total amount paid for all
your Units of that Fund (including the amount of distributions reinvested in additional Units for you) regardless of when


8
                                             Integra Mutual Funds


you bought them, less any return of capital component of distributions, divided by the total number of your Units of that
Fund. The cost of a Unit will include sales charges, if any, paid by you to buy the Unit.

One half of a capital gain (or a capital loss) is a taxable capital gain (or allowable capital loss) and is included in computing
your income (or may be allowed as a deduction against taxable capital gains).

If you purchase a Fund just before a distribution date, you may have to pay tax on the distribution even though some of
the distribution you receive may reflect the purchase price you paid for your Units. As a matter of policy the Funds make
distributions of income throughout the year so as to mitigate the tax consequences to taxable investors who purchase Units
just before a distribution date.

The higher the portfolio turnover rate of a Fund in a year, the greater the chance that you may receive a taxable
distribution from the Fund that must be included in computing your income for tax purposes for that year.

Fees payable by a client of Integra may be deductible by such client for income tax purposes to the extent such fees are
reasonable and represent fees for services provided to the client in respect of the administration or management of the
assets of the client and will not be deductible to the extent such fees represent fees for services provided by Integra to the
Funds. Unitholders should consult their own tax advisors with respect to the extent to which the fees paid by them to
Integra may be deductible.



                                  What are Your Legal Rights?
Securities legislation in some provinces gives you the right to withdraw from an agreement to buy mutual funds within two
business days of receiving the simplified prospectus, or to cancel your purchase within forty-eight hours of receiving
confirmation of your order.

Securities legislation in some provinces and territories also allows you to cancel an agreement to buy mutual fund units and
get your money back, or to make a claim for damages, if the simplified prospectus, annual information form, management
reports of fund performance (commencing 2006) or financial statements misrepresent any facts about the mutual funds.
These rights usually must be exercised within certain time limits.

For more information, refer to the securities legislation of your province or consult your lawyer.




                                                                                                                               9
                                              Integra Mutual Funds


                    Specific Information About Each of the
                   Mutual Funds Described in this Document

General Information                                               investment management fee, including GST, paid by an
                                                                  investor to Integra as set out on page 8 for the year shown,
The following information is provided to help you more            expressed as an annualized percentage of daily net assets
easily understand the specific information about each of          during the year. Although the investment management
the Funds described in this part.                                 fees payable by a client to Integra are not fees paid on
                                                                  behalf of a Fund, securities rules require us to include the
In this document, references to small capitalized companies
                                                                  highest fee payable for the purposes of calculating the MER
refer to companies with less than $2.5 billion in
                                                                  of a Fund.
capitalization, references to medium capitalized companies
refer to companies with $2.5 billion to $13 billion in            The rules for calculating the MER for mutual funds were
capitalization and references to large capitalized companies      changed effective February 1, 2000. The Funds have
refer to companies with over $13 billion in capitalization.       restated their MERs for the years shown in this simplified
                                                                  prospectus. As a result, the MERs disclosed differ from
Securities Lending Transactions                                   those disclosed in previous financial statements and other
                                                                  documents of the Funds.
Securities lending involves lending for a fee portfolio
securities held by a Fund for a set period of time to willing,    Portfolio Turnover Rate
qualified borrowers who have posted collateral. All of the
Integra Mutual Funds intend to enter into securities              The portfolio turnover rate indicates how actively the
lending arrangements to the extent permitted from time to         Fund’s portfolio advisor manages its portfolio investments.
time pursuant to applicable securities legislation. To limit      A portfolio turnover rate of 100% is equivalent to the Fund
any risk of loss to the Fund, a Fund must hold collateral         buying and selling all of the securities in its portfolio once
worth no less than 102% of the value of the loaned                in the course of the year. The higher the portfolio turnover
securities and the amount of collateral is adjusted daily to      rate in a year, the greater the trading costs payable by the
ensure this level is maintained, the collateral may only          Fund in the year and the greater the chance of an investor
consist of cash, qualified securities or securities that can be   receiving a taxable distribution in the year. There is not
immediately converted into identical securities to those          necessarily a relationship between a high portfolio
that have been loaned, a Fund cannot lend more than 50%           turnover rate and the performance of a mutual fund.
of the total value of its assets through securities lending and
a Fund’s total exposure to any one borrower in securities,        Past Performance
derivative transactions and securities lending must be less
than 10% of the total value of the Fund’s assets.                 The past performance charts for each Fund in this section
                                                                  show how the Fund has performed in the past, and can
                                                                  help you understand the risks of investment in the Fund.
Financial Highlights                                              These returns include the reinvestment of all distributions
The financial highlights tables show selected key financial       and would be lower if they did not. If you hold the Fund
information about each Fund which help you understand             outside a registered plan, you will be taxed on these
the Fund’s financial performance over the past five years.        distributions. These returns don’t include deduction of
This information is from the Funds’ audited financial             sales, transfer, redemption, or other optional charges
statements. Please see page 1 for information about how           (which distributors other than Integra may charge) or
you can obtain the Funds’ audited financial statements.           other income taxes payable, and would be lower if they
                                                                  did. The Fund’s past performance is no guarantee of how it
Management Expense Ratio                                          will perform in the future.

The Management Expense Ratio (“MER”) figure is based
on total expenses payable by the Fund plus the highest


10
                                              Integra Balanced Fund


                                       Integra Balanced Fund
  Fund Details

  Type of Fund:                       Balanced


  Start-up:                           December 1, 1987


  Securities Offered:                 Units


  Registered Tax Plan Status:         Eligible as an investment for RRSPs, RRIFs, DPSPs, RESPs, LIFs, LRIFs and LIRAs


  Fees and Expenses:                  The Manager will not charge a management fee to the Fund with respect to the portion of
                                      the Fund’s assets that are invested directly in units of other Integra Mutual Funds.


  Investment Manager:                 Integra, Oakville, Ontario


  Portfolio Managers:                 • Integra (Foreign Mandate), Oakville, Ontario
                                      • Gryphon Investment Counsel Inc. (Balanced Mandate), Toronto, Ontario
                                      • Lincluden Management Limited (Balanced Mandate), Oakville, Ontario
                                      • J. Zechner Associates Inc. (Canadian Equity Mandate), Toronto, Ontario




What Does the Fund Invest in?

Investment Objectives
The investment objective of this Fund is to generate both capital appreciation (growth) and income, while maintaining a
relatively low level of risk. To achieve its objectives, the Fund invests in a diverse portfolio of stocks, mutual fund units,
government and corporate bonds, and short-term instruments such as Government of Canada treasury bills. The Fund may
hold up to an aggregate of 10% in cash or cash equivalents.

Unitholder approval is required prior to a change of investment objectives. Unitholders of the Fund will receive notices of
any meetings of the Analytic Core U.S. Equity Fund or the Acadian Core International Equity Fund and will be entitled
to vote their pro rata share of the Fund’s holdings in the underlying fund.

Investment Strategies
Integra Balanced Fund invests in the securities of the Analytic Core U.S. Equity Fund and the Acadian Core International
Equity Fund (the “Underlying Funds”). The target weighting of the Fund’s investment in the Analytic Core U.S. Equity
Fund is 10% and in the Acadian Core International Equity Fund is 7.50% of net assets (exclusive of cash and cash
equivalents), subject to a permitted deviation of 2.5% above or below the target weighting to account for market
fluctuations. If the actual weighting of an Underlying Fund varies by more than 2.5% above or below the target weighting
as a result of market fluctuations, Integra will make the necessary changes to bring the Fund’s investment in the Underlying
Fund back to the target weighting on the next valuation day following the deviation. For information about the portfolio
manager for each of these Underlying Funds, please refer to the specific information relating to these Underlying Funds
elsewhere in this simplified prospectus.



                                                                                                                            11
                                             Integra Balanced Fund

Investment Strategies (continued)
The Fund is invested in a balanced portfolio of common stocks, bonds and short-term investments. While there is no
maximum or minimum, the Fund will normally invest between 30% and 65% of its assets in stocks, between 25% and 60%
in bonds and between 0% and 10% in short-term investments. When choosing equity securities, the portfolio managers
assess the outlook for global markets to determine allocations to Canadian, US and international securities. Each portfolio
manager is authorized to keep a percentage of the assets it manages in cash or cash equivalents as an ongoing strategy. The
Fund may use foreign exchange forward contracts for hedging purposes. In addition, the Fund may invest in American
Depository Receipts trading on recognized U.S. stock exchanges and may also invest in income trusts.

The Fund may enter into securities lending transactions. Securities lending transactions will be used in conjunction with
the Fund’s other investment strategies in a manner considered most appropriate by Integra to achieve the Fund’s
investment objectives and to enhance the Fund’s returns. For a description of securities lending transactions and the limits
placed on the Fund of entering into those transactions, please refer to page 10.

The assets of the Fund, other than the 10% allocation to J. Zechner Associates Inc. and the allocation to the two
Underlying Funds, are split equally between Gryphon and Lincluden.

     Gryphon utilizes a “top down” approach to investment management based on careful analysis of how the economy as
     a whole is expected to perform and impact specific industry sectors. The key to this method lies in the early
     identification of significant changes in the investment outlook, and responding to them promptly to maximize
     investors’ returns. Gryphon’s approach results in an actively managed, broadly diversified portfolio of large
     capitalization stocks in selected industries and government bonds.

     Lincluden is committed to a value-based investment philosophy and applies it in the management of every client
     portfolio. It is predicated on the belief that financial markets do not always appropriately price value and risk. Lincluden
     utilizes its own independent, fundamental research to purchase out-of-favour stocks that are trading at discounts to their
     assessment of intrinsic value, with the goal of holding these stocks until the market recognizes their true worth.
     Lincluden employs a value-based, multi-dimensional approach to fixed income that incorporates duration, credit,
     nominal versus real-return bonds, and foreign pay bonds to construct a portfolio. Portfolios are oriented to those areas
     that Lincluden believes offer optimal value from a risk/reward perspective.

     Zechner uses a top-down active management style, premised on its view that the Canadian stock market is essentially
     a cyclical one. It believes that active management is required in order to outperform the overall market. Its main
     strength lies in its ability to identify economic and business trends and to weight the corresponding sectors of the stock
     market accordingly. Within the targeted sectors, the security selection decision shows a growth bias.




12
                                                  Integra Balanced Fund

                                                            Top Ten Holdings
               The following investments represent the 10 largest holdings of the Fund as of July 31, 2005.

                                                                                                         Amount (%) of Net
                            Issuer                                                                        Assets Invested

                      1.    ANALYTIC CORE US EQUITY FUND                                                         9.76
                      2.    ACADIAN CORE INTERNATIONAL EQUITY FUND                                               7.28
                      3.    CASH & EQUIVALENTS                                                                   5.65
                      4.    CANADA HOUSING TRUST NO. 1 4.100% 15-DEC-08 CDA MTG SER 6                            4.26
                      5.    GOVERNMENT OF CANADA 3.250% 01-DEC-2006 SER XV16                                     3.45
                      6.    GOVERNMENT OF CANADA 6.000% 01-JUN-2011                                              3.01
                      7.    TORONTO-DOMINION BANK                                                                1.93
                      8.    CANADA HOUSING TRUST NO. 1 3.550 15-MAR-09 SER 7 CDA MTG                             1.77
                      9.    BANK OF MONTREAL                                                                     1.74
                      10.   BANK OF NOVA SCOTIA                                                                  1.67

                      Note: This information may change due to ongoing transactions of the Fund. More current information may
                            be obtained by investors (if available) by contacting Integra.



What are the Risks of Investing in the Fund?
A significant portion of the Fund’s assets will be invested in common shares. As a result, the Fund is exposed to stock
market risk and specific issuer risk. The Fund also invests in fixed-income securities. As a result, the Fund is exposed to
interest rate risk and credit risk. The Fund may invest in foreign securities and as such, it is exposed to foreign security risk
and currency risk. The Fund also invests in American Depository Receipts and is exposed to ADR risk. The Fund may
participate in securities lending. Accordingly, it may be subject to securities lending risks. As at July 31, 2005, there were
three substantial unitholders holding approximately 28%, 16% and 11%, respectively, of the outstanding units of the Fund.
Accordingly, the Fund is also subject to substantial unitholder risk. These risks are described on page 2.


Who should Invest in the Fund?
The Fund is designed for the more conservative long term investor seeking investments in both the equity and fixed
income markets. The Fund is suitable for individuals with a medium tolerance for risk, who are at ease investing in stocks
and bonds and who are looking for income and capital gains.

                                             %
Past Performance
                                            20
                                                      17.3 17.2
Year-By-Year Returns                                                                                              16.4

The bar chart shows how                     15
the Fund’s performance has                                                                                               11.0
varied from year to year for                                                        8.9    9.3
                                            10
each of the years indicated                                           7.1
in the chart below. It shows                                                                       4.9
                                                                             4.3
in percentage terms how an                    5
investment made on January
1st would have increased or
                                              0
decreased by December 31st
for each year.                                                                                            -1.5
                                             -5
                                                       95      96     97     98      99     00     01      02      03     04

                                                                                                                                13
                                                                         Integra Balanced Fund

Past Performance (continued)

Overall Past Performance
The graph compares the growth of a hypothetical $10,000 investment in the Fund with the growth of two hypothetical
benchmarks referred to as (i) the Balanced Benchmark, which reflects the market sectors in which the Fund invests and
which was created by using the assumptions that a portfolio was invested as to 20% in the securities in the S&P/TSX
Composite Index, as to 15% in the securities in the Nesbitt Burns Small Cap Index, as to 5% in the securities in the
Russell 1000 Composite Index, as to 5% in the securities in the Russell 2000 Composite Index, as to 40% in the securities
in the Scotia Capital Bond Universe Index, as to 10% in the securities in the Scotia Capital 91-day Government of
Canada Treasury Bill Total Return Index and as to 5% in the securities in the Morgan Stanley Capital International
Europe Australia Far East Index; and (ii) the Broad-Based Benchmark, which reflects the performance of the overall
financial market and which was created by using the assumptions that a portfolio was invested as to 40% in the securities
in the S&P/TSX Composite Index, as to 5% in the securities in the Standard & Poor’s 500 Composite Index, as to 50%
in the securities in the Scotia Capital Bond Universe Index and as to 5% in the securities in the Morgan Stanley Capital
International Europe Australia Far East Index.


                                                                                                                                                                                                                              $25,410
                    $25,000                                                                                                                                                                                                   $24,631
                                                                                                                                                                                                                              $24,401


                    $20,000



                    $15,000



                    $10,000

                              |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |


                              94               95               96               97               98               99               00               01               02               03               04               05

                                       Dec. 31, 1993                                                                                                                               Dec. 31, 2004

                              Balanced Fund                                               Balanced Benchmark                                                      Broad-Based Benchmark


             • The S&P/TSX Composite Index, as of the date of this document, measures the total return of the 222 largest
               companies (by market capitalization) listed on The Toronto Stock Exchange.
             • The Nesbitt Burns Small Cap Index measures the total return of small to mid-size Canadian companies.
             • The Russell 1000 Composite Index measures the total return of the 1,000 largest companies in the Russell 3000
               Index, a broad market index of the 3,000 U.S. companies with the highest market capitalization.
             • The Russell 2000 Composite Index measures the total return of the 2,000 smallest companies in the Russell 3000
               Index, a broad market index of the 3,000 U.S. companies with the highest market capitalization.
             • The Scotia Capital Bond Universe Index measures the total return for all Canadian provincial, municipal and
               corporate issues that mature in more than one year.
             • The Scotia Capital 91-day Government of Canada Treasury Bill Total Return Index measures the total return of 91-
               day Government of Canada treasury bills.
             • The Morgan Stanley Capital International (MSCI) Europe Australia Far East (EAFE) Index measures the total
               return of major equity securities in Europe, Australia and the Far East.
             • The Standard & Poor’s 500 Composite Index measures the return of 500 of the largest companies (by market
               capitalization) listed on U.S. stock exchanges. This index is generally considered representative of the U.S. large
               capitalization market.




14
                                                        Integra Balanced Fund


                                                         Annual Compound Returns
The table shows the Fund’s annual compound total return for eachperiod ended December 31,compared with the Fund
benchmarks.

                                               Balanced Fund (%)          Balanced Benchmark (%)         Broad-Based Benchmark (%)

                       One Year                      10.97                            9.42                          10.12

                       Three Years                   8.36                             7.80                           7.21

                       Five Years                    7.85                             6.32                           5.41

                       Ten Years                     9.33                             9.43                           9.77



Distribution Policy
Each calendar year, the Fund distributes net income and net realized capital gains to Unitholders of the Fund to the extent
necessary to ensure the Fund does not pay ordinary income tax. Income distributions may be made on a monthly or
quarterly basis, depending on the level of income received by the Fund. At a minimum, the Fund will effect the distribution
on the last business day of the year or such other date as may be determined. Unless otherwise agreed, we automatically
reinvest your distributions by purchasing additional Units of the same Fund.


                                                                    Financial Highlights

                                                 The Fund’s distributions and net asset value per Unit

         Distributions                                      2004              2003              2002                2001                2000

         Net Income                                    $3,268,746           $2,850,665       $3,215,384          $4,103,930          $5,539,830

         Realized Capital Gains                        $1,848,294              —             $2,590,620          $4,441,210          $6,311,780

         Return of Capital                                   n/a               n/a               n/a                 n/a                 n/a

         Total annual distributions1                   $5,117,040           $2,850,665       $5,806,004          $8,545,140         $11,851,610

         Net asset value at December 31                  $14.22               $13.32           $11.72              $12.62              $12.96

         1
             Table assumes all distributions have been reinvested.


                                                                   Ratios and supplemental data

                                                            2004              2003              2002                2001                2000

         Net Assets (000’s)  1
                                                       $157,896              $115,391         $103,169            $115,019            $124,599

         Number of Units outstanding       1
                                                       11,101,147           8,660,856        8,801,750           9,117,421           9,610,775

         Management Expense Ratio      2
                                                             2.12              2.17             2.18                2.11                2.09

         Portfolio turnover rate   3
                                                         34.7%                62.5%            90.2%               57.6%               65.0%

         1
             As of December 31 each year.
         2
             Management expense ratio is based on total expenses for the stated period and is expressed as an annualized percentage of daily
             average net assets during the period.
         3
             The Fund’s portfolio turnover rate indicates how actively the Fund’s portfolio advisor manages its portfolio investments. A
             portfolio turnover rate of 100% is equivalent to the Fund buying and selling all of the securities in its portfolio once in the course
             of the year. The higher the Fund’s portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year,
             and the greater the chance of an investor receiving taxable distributions in the year. There is not necessarily a relationship
             between a high turnover rate and the performance of a mutual fund.




                                                                                                                                                      15
                                           Integra Balanced Fund

Fund Expenses Indirectly Borne by Investors
Mutual funds pay for some expenses out of fund assets. That means investors in a mutual fund indirectly pay for these
expenses through lower returns.

The table below is intended to help you compare the cumulative cost of investing in this Fund with the cost of investing in
other mutual funds. This example assumes that (i) you invest $1,000 in Units of the Fund for the time periods indicated and
then sell all of your Units at the end of those periods; (ii) your investment has an annual 5% return; (iii) you paid the
maximum annual management fee payable to Integra; and (iv) the Fund’s management expense ratio and operating expenses
for the Units during the 10-year period remain the same as they were in the last completed financial year of the Fund.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


                        Time Period     Expenses Payable

                        One Year             $21.73
                                                                See “Fees and Expenses” on page 7 for more
                        Three Years          $68.50
                                                                information about the cost of investing in the
                        Five Years          $120.07             Integra Mutual Funds.

                        Ten Years           $273.32




16
                                               Integra Bond Fund


                                           Integra Bond Fund
  Fund Details

  Type of Fund:                       Fixed Income


  Start-up:                           November 27, 1996 (Prior to this date, the Fund was a non-public mutual fund)


  Securities Offered:                 Units


  Registered Tax Plan Status:         Eligible as an investment for RRSPs, RRIFs, DPSPs, RESPs, LIFs, LRIFs and LIRAs


  Portfolio Managers:                 • State Street Global Advisors, Ltd., Toronto, Ontario
                                      • Lincluden Management Limited, Oakville, Ontario




What Does the Fund Invest in?

Investment Objectives
The Fund is designed for the conservative investor who is seeking a higher level of income than a money market fund
normally provides, while still seeking to preserve investment capital. To meet this objective, the Fund primarily invests in
a broad range of Canadian government and high-quality corporate bonds with longer terms to maturity than those held in
money market type funds. The Fund may hold up to 25% in cash or cash equivalents.

While no fixed percentage of the Fund’s net assets is dedicated to investing in the securities of other mutual funds, the
Fund may invest up to 10% of its investments in securities of other funds.

Unitholder approval is required prior to a change of investment objectives.

Investment Strategies
Management of the Fund’s portfolio is split equally between State Street and Lincluden. The Fund may invest in foreign
fixed income securities. The Fund may use foreign exchange forward contracts for hedging purposes. Each portfolio
manager is authorized to keep a percentage of the assets it manages in cash or cash equivalents as an ongoing strategy. In
addition, the Fund may invest in American Depository Receipts trading on recognized U.S. stock exchanges.

The Fund may enter into securities lending transactions after providing written notice to its unitholders. Securities lending
transactions will be used in conjunction with the Fund’s other investment strategies in a manner considered most
appropriate by Integra to achieve the Fund’s investment objectives and to enhance the Fund’s returns. For a description of
securities lending transactions and the limits placed on the Fund of entering into those transactions, please refer to page 10.

    State Street – This Strategy will acquire fixed income securities such as bonds, debenture, notes or other debt
    obligation securities of Canadian issuers, which are included in the calculation of the Scotia Capital Universe
    Bond Index. The Strategy may also invest in other securities which have characteristics consistent with the
    overall investment objective and are, at time of purchase rated at or above investment grade by either Standard
    & Poor’s, Moody’s or DBRS. In addition, the fund may invest excess cash in short term securities and instruments
    including, but not limited to, repurchase agreements, bills, notes, time deposits, certificate of deposits, bankers
    acceptance, floating rate notes, asset-backed securities, mortgage backed securities and commercial paper. The
    modified duration of the strategy shall not deviate by more than 0.15 years from that of the index.

                                                                                                                           17
                                                   Integra Bond Fund

     Lincluden’s management of a fixed income portfolio focuses on four key strategies: duration, sector allocation, the
     analysis of individual corporate bonds and foreign-pay issues. The portfolio turnover is below average, with
     investment decisions focused on producing superior long-term results. The actual portfolio construction will
     reflect the outlook for interest rates, identifying undervalued sectors and individual securities, and the opportunity
     for incremental returns through consideration of foreign-pay bonds. Lincluden does not focus on market timing
     or index composition in its management of fixed income portfolios.


                                                       Top Ten Holdings
               The following investments represent the 10 largest holdings of the Fund as of July 31, 2005.

                                                                                            Amount (%) of Net
                                Issuer                                                       Assets Invested

                          1.    CANADA HOUSING TRUST NO. 1 4.100% 15-DEC-08 CDA MTG SER 6          13.85
                          2.    CANADA HOUSING TRUST NO. 1 3.550% 15-SEPT-2010 SER 11               8.62
                          3.    GOVERNMENT OF CANADA 4.500% 01-SEP-2007                             8.14
                          4.    GOVERNMENT OF CANADA 3.250% 01-DEC-2006 SER XV16                    7.78
                          5.    GOVERNMENT OF CANADA 6.000% 01-JUN-2011                             6.76
                          6.    GOVERNMENT OF CANADA 5.750% 01-SEP-2006                             5.14
                          7.    GOVERNMENT OF CANADA 5.750% 01-JUN-2029 SER WL43                    4.36
                          8.    CASH & EQUIVALENTS                                                  4.03
                          9.    GOVERNMENT OF CANADA 8.000% 01-JUN-2023 SER A55                     4.00
                          10.   CANADA HOUSING TRUST NO. 1 4.750% 15-MAR-2007a                      3.47

                          Note: This information may change due to ongoing transactions of the Fund. More current
                                information may be obtained by investors (if available) by contacting Integra.




What are the Risks of Investing in the Fund?
Most of the Fund’s assets will be primarily invested in Canadian government and high quality corporate bonds. As a result,
the Fund is exposed to interest rate risk and credit risk. The Fund may invest in foreign fixed income securities and as such,
it is exposed to foreign security risk and currency risk. The Fund also invests in American Depository Receipts and is
exposed to ADR risk. The Fund may participate in securities lending. Accordingly, it may be subject to securities lending
risks. The Fund may also be subject to substantial unitholder risk. These risks are described on page 2.


Who should Invest in the Fund?
The Fund is designed for individuals seeking a high degree of income through investing in bonds. The Fund is suitable for
individuals with a low to medium tolerance for risk and who understand the relationship between interest rates and their
effect on the Fund’s performance.




18
                                                                  Integra Bond Fund


Past Performance                                                           %

                                                                       12
Year-By-Year Returns                                                                                                                                                     10.3
                                                                                                                                                9.9
The bar chart shows how the Fund’s                                     10                                               9.3
performance has varied from year to year
for each of the years indicated in the                                     8
                                                                                                                                                            6.8                    6.8
chart below. It shows in percentage terms                                                               6.5
                                                                                                                                                                                         6.0
how an investment made on January 1st                                      6
would have increased or decreased by
December 31st for each year.                                               4


                                                                           2                 1.5

                                                                                                                                  0.2
                                                                           0
                                                                                        Nov. to            97           98            99        00          01            02        03       04
                                                                                        Dec. 96



Overall Past Performance
The graph compares the growth of a hypothetical $10,000 investment in the Fund with the growth of two hypothetical
benchmarks referred to as (i) the Bond Benchmark, which reflects the market sectors in which the Fund invests and which
was created by using the assumptions that a portfolio was invested as to 90% in the securities in the Scotia Capital Bond
Universe Index and as to 10% in the securities in the Scotia Capital 91-day Government of Canada Treasury Bill Total
Return Index; and (ii) the Broad-Based Benchmark, which reflects the performance of the overall financial market and
which was created by using the assumption that a portfolio was invested as to 100% in the securities in the Scotia Capital
Bond Universe Index.



                    $18,000                                                                                                                                                        $17,676
                                                                                                                                                                                   $17,314
                                                                                                                                                                                   $17,223
                    $16,000


                    $14,000


                    $12,000


                    $10,000
                                |    |   |   |   |    |   |   |   |    |    |   |   |    |    |    |   |    |   |   |    |    |   |    |   |    |   |   |   |    |   |    |    |

                               97                98               99                00                 01               02                 03               04                05

                                    Oct. 31, 1996                                                                                               Dec. 31, 2004

                                    Bond Fund                              Bond Benchmark                                     Broad-Based Benchmark


             • The Scotia Capital Bond Universe Index measures the total return for all Canadian provincial, municipal and
               corporate issues that mature in more than one year.
             • The Scotia Capital 91-day Government of Canada Treasury Bill Total Return Index measures the total return of
               91-day Government of Canada treasury bills.



                                                                                                                                                                                                  19
                                                          Integra Bond Fund


                                                       Annual Compound Returns
The table shows the Fund’s annual compound total return for each period ended December 31, compared with the Fund
benchmarks.

                                                Bond Fund (%)             Bond Benchmark (%)             Broad-Based Benchmark (%)

                       One Year                       5.99                          6.66                             7.15

                       Three Years                    7.66                          7.02                             7.52

                       Five Years                     7.92                          7.71                             8.17

                       Since Inception                6.95                          6.88                             7.22




Distribution Policy
Each calendar year, the Fund distributes net income and net realized capital gains to Unitholders of the Fund to the extent
necessary to ensure the Fund does not pay ordinary income tax. Income distributions may be made on a monthly or
quarterly basis, depending on the level of income received by the Fund. At a minimum, the Fund will effect the distribution
on the last business day of the year or such other date as may be determined. Unless otherwise agreed, we automatically
reinvest your distributions by purchasing additional Units of the same Fund.


                                                               Financial Highlights

                                               The Fund’s distributions and net asset value per Unit

         Distributions                                  2004                2003                2002                2001                2000

         Net Income                                  $4,197,029          $4,188,357          $6,007,102          $7,179,311          $5,588,381

         Realized Capital Gains                       $167,457           1,522,245               n/a              $333,236               n/a

         Return of Capital                               n/a                 n/a                 n/a                 n/a                 n/a

         Total annual distributions    1
                                                     $4,364,486          $5,710,602          $6,007,102          $7,512,547          $5,588,381

         Net asset value at December 31                $16.64              $16.39              $16.55              $15.98              $15.98

         1
             Table assumes all distributions have been reinvested.


                                                               Ratios and supplemental data

                                                        2004                2003                2002                2001                2000

         Net Assets (000’s)  1
                                                      $106,711            $76,161             $85,301             $114,396            $116,698

         Number of Units outstanding       1
                                                      6,414,367          4,645,455           5,154,031           7,157,395           7,302,743

         Management Expense Ratio      2
                                                        1.57                1.63                1.60                1.57                1.59

         Portfolio turnover rate  3
                                                       73.5%               64.4%               39.1%               60.5%               75.3%

         1
             As of December 31 each year.
         2
             Management expense ratio is based on total expenses for the stated period and is expressed as an annualized percentage of daily
             average net assets during the period.
         3
             The Fund’s portfolio turnover rate indicates how actively the Fund’s portfolio advisor manages its portfolio investments. A
             portfolio turnover rate of 100% is equivalent to the Fund buying and selling all of the securities in its portfolio once in the course
             of the year. The higher the Fund’s portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year,
             and the greater the chance of an investor receiving taxable distributions in the year. There is not necessarily a relationship
             between a high turnover rate and the performance of a mutual fund.




20
                                              Integra Bond Fund


Fund Expenses Indirectly Borne by Investors
Mutual funds pay for some expenses out of fund assets. That means investors in a mutual fund indirectly pay for these
expenses through lower returns.

The table below is intended to help you compare the cumulative cost of investing in this Fund with the cost of investing in
other mutual funds. This example assumes that (i) you invest $1,000 in Units of the Fund for the time periods indicated and
then sell all of your Units at the end of those periods; (ii) your investment has an annual 5% return; (iii) you paid the
maximum annual management fee payable to Integra; and (iv) the Fund’s management expense ratio and operating expenses
for the Units during the 10-year period remain the same as they were in the last completed financial year of the Fund.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


                         Time Period     Expenses Payable

                         One Year             $16.09
                                                                 See “Fees and Expenses” on page 7 for more
                         Three Years          $50.73
                                                                 information about the cost of investing in the
                         Five Years           $88.92             Integra Mutual Funds.

                         Ten Years           $202.41




                                                                                                                       21
                                Integra Canadian Value Growth Fund


                        Integra Canadian Value Growth Fund
  Fund Details

  Type of Fund:                        Canadian Equity


  Start-up:                            March 12, 1999 (Prior to this date, the Fund was a non-public mutual fund)


  Securities Offered:                  Units


  Registered Tax Plan Status:          Eligible as an investment for RRSPs, RRIFs, DPSPs, RESPs, LIFs, LRIFs and LIRAs


  Portfolio Managers:                  • J. Zechner Associates Inc., Toronto, Ontario
                                       • Beutel, Goodman & Company Limited, Toronto, Ontario




What Does the Fund Invest in?

Investment Objectives
This Fund’s objective is to provide long-term capital appreciation through a portfolio of Canadian equities, which are
sufficiently diversified to minimize investment risk. To achieve this objective, the Integra Canadian Value Growth Fund
invests in a diverse portfolio of Canadian common stocks. The Fund may hold up to an aggregate of 10% in cash or cash
equivalents.

Unitholder approval is required prior to a change of investment objectives.

Investment Strategies
The Integra Canadian Value Growth Fund combines the expertise of a “top-down” manager and of a “bottom up value”
manager. The management of the Fund’s portfolio is split equally between J. Zechner Associates Inc. (“Zechner”) and
Beutel, Goodman & Company, Limited (“Beutel”) The Fund will not invest in foreign securities. Each portfolio manager
is authorized to keep a percentage of the assets it manages in cash or cash equivalents as an ongoing strategy.

While no fixed percentage of the Fund’s net assets is dedicated to investing in the securities of other mutual funds, the
Fund may invest up to 10% of its investments in securities of other funds. The Fund may also invest in income trusts.

The Fund may enter into securities lending transactions. Securities lending transactions will be used in conjunction with
the Fund’s other investment strategies in a manner considered most appropriate by Integra to achieve the Fund’s
investment objectives and to enhance the Fund’s returns. For a description of securities lending transactions and the limits
placed on the Fund of entering into those transactions, please refer to page 10.

     Zechner uses a top-down active management style, premised on its view that the Canadian stock market is
     essentially a cyclical one. It believes that active management is required in order to outperform the overall market.
     Its main strength lies in its ability to identify economic and business trends and to weight the corresponding sectors
     of the stock market accordingly. Within the targeted sectors, the security selection decision shows a growth bias.




22
                                Integra Canadian Value Growth Fund

    Beutel uses a “bottom up” approach to buy the best economic value in the market regardless of what sector the
    issuer operates in. Research efforts will be directed to identifying stocks that are undervalued in relation to the
    asset value or earnings power of the issuer. If earnings fall short of expectations, the intrinsic value of the
    underlying assets of the issuer will provide important downside protection. The portfolio holdings will usually
    display a price-to-earnings ratio and price-to-book ratio that are well below market averages.


                                                         Top Ten Holdings
               The following investments represent the 10 largest holdings of the Fund as of July 31, 2005.

                                                                                        Amount (%) of Net
                                         Issuer                                          Assets Invested

                                   1.    CASH & EQUIVALENTS                                      10.87
                                   2.    MANULIFE FINANCIAL CORPORATION                           6.45
                                   3.    TORONTO-DOMINION BANK                                    5.86
                                   4.    BCE, INC.                                                4.74
                                   5.    CANADIAN IMPERIAL BANK OF COMMERCE                       3.50
                                   6.    SUN LIFE FINANCIAL INC.                                  3.09
                                   7.    TALISMAN ENERGY INC.                                     2.90
                                   8.    BANK OF NOVA SCOTIA                                      2.84
                                   9.    MAGNA INTERNATIONAL INC.                                 2.58
                                   10.   BANK OF MONTREAL                                         2.44

                             Note: This information may change due to ongoing transactions of the Fund. More current
                                   information may be obtained by investors (if available) by contacting Integra.




What are the Risks of Investing in the Fund?
Most of the Fund’s assets will be invested, directly or indirectly, in common shares. As a result, the Fund is exposed to stock
market risk and specific issuer risk. The Fund may participate in securities lending. Accordingly, it may be subject to
securities lending risks. The Fund may also be subject to substantial unitholder risk. These risks are described on page 2.


Who should Invest in the Fund?                                                   %

                                                                                 40        37.4
The Fund is designed for mid to long term investors seeking
investment opportunities in the Canadian equity market.                                                                 29.7
                                                                                 30
The Fund is suitable for individuals with a medium to high
tolerance for risk and who are at ease investing in stocks.
                                                                                 20                                            16.2

Past Performance                                                                 10                5.3
Year-By-Year Returns
                                                                                  0
The bar chart shows how the Fund’s performance has varied
from year to year for each of the years indicated in the chart                  -10                      -7.3
below. It shows in percentage terms how an investment made
on January 1st would have increased or decreased by                             -20                             -18.0
December 31st for each year.
                                                                                            99      00     01     02    03     04



                                                                                                                                      23
                                      Integra Canadian Value Growth Fund

Past Performance (continued)

Overall Past Performance
The graph compares the growth of a hypothetical $10,000 investment in the Fund with the growth of two hypothetical
benchmarks referred to as (i) the Canadian Value Growth Benchmark, which reflects the market sectors in which the Fund
invests and which was created by using the assumptions that a portfolio was invested as to 90% in the securities in the
S&P/TSX Composite Index and as to 10% in the securities in Scotia Capital 91-day Government of Canada Treasury Bill
Total Return Index; and (ii) the Broad-Based Benchmark, which reflects the performance of the overall financial market
and which was created by using the assumption that a portfolio was invested as to 100% in the securities in the S&P/TSX
Composite Index.

                       $18,000

                                                                                                                                                    $16,584
                       $16,000                                                                                                                      $15,712
                                                                                                                                                    $15,496

                       $14,000


                       $12,000


                       $10,000
                                 |    |   |     |   |    |     |    |    |   |   |   |   |    |    |   |   |    |   |   |     |    |   |   |   |


                                 99                 00                  01               02                03               04                 05
                                      Dec. 31, 1998                                                                     Dec. 31, 2004

                      CDN Value Growth Fund                             CDN Value Growth Benchmark                                Broad-Based Benchmark

             • The S&P/TSX Composite Index, as of the date of this document, measures the total return of the 222 largest
               companies (by market capitalization) listed on The Toronto Stock Exchange.
             • The Scotia Capital 91-day Government of Canada Treasury Bill Total Return Index measures the total return of
               91-day Government of Canada treasury bills.



                                                              Annual Compound Returns
The table shows the Fund’s annual compound total return for each period ended December 31, compared with the Fund
benchmarks.
                                              Integra Canadian Value                 Canadian Value Growth
                                                 Growth Fund (%)                        Benchmark (%)                       Broad-Based Benchmark (%)

                  One Year                               16.21                                    13.23                                    14.48

                  Three Years                                7.32                                 7.82                                     8.30

                  Five Years                                 3.83                                 3.75                                     3.59

                  Since Inception     1
                                                             8.80                                 7.57                                     7.82

                  1
                      March 12, 1999


Distribution Policy
Each calendar year, the Fund distributes net income and net realized capital gains to Unitholders of the Fund to the extent
necessary to ensure the Fund does not pay ordinary income tax. Income distributions may be made on a monthly or
quarterly basis, depending on the level of income received by the Fund. At a minimum, the Fund will effect the distribution


24
                                       Integra Canadian Value Growth Fund

on the last business day of the year or such other date as may be determined. Unless otherwise agreed, we automatically
reinvest your distributions by purchasing additional Units of the same Fund.


                                                               Financial Highlights

                                              The Fund’s distributions and net asset value per Unit

         Distributions                                  2004                2003                2002                2001                2000

         Net Income                                   $585,827            $662,309            $649,569            $707,438            $471,666

         Realized Capital Gains                          n/a                 n/a                 n/a                 n/a             $3,914,421

         Return of Capital                               n/a                 n/a                 n/a                 n/a                 n/a

         Total annual distributions1                  $585,827            $662,309            $649,569            $707,438           $4,386,087

         Net asset value at December 31                $13.42              $11.67               $9.11              $11.27              $12.28

         1
             Table assumes all distributions have been reinvested.


                                                               Ratios and supplemental data

                                                        2004                2003                2002                2001                2000

         Net Assets (000’s)1                          $57,720             $53,130              $44,969            $66,555             $64,642

         Number of Units outstanding1                 4,301,238          4,554,079            4,935,734          5,906,546           5,626,139

         Management Expense Ratio2                      2.31                2.30                 2.33               2.20                2.25

         Portfolio turnover rate3                      66.0%               59.9%                97.8%              98.7%              130.0%

         1
             As of December 31 each year.
         2
             Management expense ratio is based on total expenses for the stated period and is expressed as an annualized percentage of daily
             average net assets during the period.
         3
             The Fund’s portfolio turnover rate indicates how actively the Fund’s portfolio advisor manages its portfolio investments. A
             portfolio turnover rate of 100% is equivalent to the Fund buying and selling all of the securities in its portfolio once in the course
             of the year. The higher the Fund’s portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year,
             and the greater the chance of an investor receiving taxable distributions in the year. There is not necessarily a relationship
             between a high turnover rate and the performance of a mutual fund.



Fund Expenses Indirectly Borne by Investors
Mutual funds pay for some expenses out of fund assets. That means investors in a mutual fund indirectly pay for these
expenses through lower returns.

The table below is intended to help you compare the cumulative cost of investing in this Fund with the cost of investing
in other mutual funds. This example assumes that (i) you invest $1,000 in Units of the Fund for the time periods indicated
and then sell all of your Units at the end of those periods; (ii) your investment has an annual 5% return (iii) you paid the
maximum annual management fee payable to Integra; and (iv) the Fund’s management expense ratio and operating
expenses for the Units during the 10-year period remain the same as they were in the last completed financial year end of
the Fund.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


                               Time Period         Expenses Payable

                               One Year                  $23.68
                                                                                   See “Fees and Expenses” on page 7 for more
                               Three Years               $74.64
                                                                                   information about the cost of investing in the
                               Five Years                $130.83                   Integra Mutual Funds.

                               Ten Years                 $297.81
                                                                                                                                                      25
                                             Integra Equity Fund


                                         Integra Equity Fund
  Fund Details

  Type of Fund:                      Canadian Equity


  Start-up:                          November 27, 1996 (Prior to this date, the Fund was a non-public mutual fund)


  Securities Offered:                Units


  Registered Tax Plan Status:        Eligible as an investment for RRSPs, RRIFs, DPSPs, RESPs, LIFs, LRIFs and LIRAs


  Fees and Expenses:                 The Manager will not charge a management fee to the Fund with respect to the portion of
                                     the Fund’s assets that are invested directly in units of other Integra Mutual Funds.


  Investment Manager:                Integra, Oakville, Ontario


  Portfolio Managers:                • Integra (Foreign Mandate), Oakville, Ontario
                                     • Gryphon Investment Counsel Inc. (Domestic & Foreign Mandate), Toronto, Ontario
                                     • Lincluden Management Limited (Domestic & Foreign Mandate), Oakville, Ontario




What Does the Fund Invest in?

Investment Objectives
The investment objective of this Fund is to provide long-term investment returns through capital appreciation (growth),
without compromising its regard for the preservation of capital. To achieve its objective, the Fund invests in a diverse
portfolio of primarily Canadian common and preferred stocks and mutual fund units. The Fund may hold up to an aggregate
of 10% in cash or cash equivalents.

Unitholder approval is required prior to a change of investment objectives. Unitholders of the Fund will receive notices of
any meetings of the NWQ U.S. Large Cap Value Fund and will be entitled to vote their pro rata share of the Fund’s
holdings in the underlying fund.

Investment Strategies
Integra Equity Fund invests in the securities of the NWQ U.S. Large Cap Value Fund (the “Underlying Fund”). The target
weighting of the Fund’s investment in the Underlying Fund is 15% of net assets (exclusive of cash and cash equivalents),
subject to a permitted deviation of 2.5% above or below the target weighting to account for market fluctuations. If the
actual weighting of the Underlying Fund varies by more than 2.5% above or below the target weighting as a result of market
fluctuations, Integra will make the necessary changes to bring the Fund’s investment in the Underlying Fund back to the
target weighting on the next valuation day following the deviation. For information about the portfolio manager for the
Underlying Fund, please refer to the specific information relating to this Fund elsewhere in this simplified prospectus.




26
                                             Integra Equity Fund


Each portfolio manager is authorized to keep a percentage of the assets it manages in cash or cash equivalents as an ongoing
strategy. When choosing equity securities, the portfolio managers assess the outlook for global markets to determine
allocation to Canadian, U.S. and international securities. The Fund may use foreign exchange forward contracts for
hedging purposes. In addition, the Fund may invest in American Depository Receipts trading on recognized U.S. stock
exchanges and may also invest in income trusts.

The Fund may enter into securities lending transactions. Securities lending transactions will be used in conjunction with
the Fund’s other investment strategies in a manner considered most appropriate by Integra to achieve the Fund’s
investment objectives and to enhance the Fund’s returns. For a description of securities lending transactions and the limits
placed on the Fund of entering into those transactions, please refer to page 10.

The assets of the Fund, other than the percentage allocated to the Underlying Fund, is split equally between Gryphon and
Lincluden.

    Gryphon

    Canadian Equities:

    Based on its economic forecast, interest rate expectations and profit estimates, Gryphon seeks out those economic
    areas where returns are expected to be significantly better than the overall market. Sectors expected to outperform
    (underperform) the market will be overweighted (underweighted) relative to the corresponding S&P/TSX sector
    weights. Individual securities chosen are typically the better-known, large-cap names in each sector, as the firm’s
    managers seek a high level of liquidity.

    Foreign Equities:

    The U.S. equities in the portfolio consist of a small group of large-cap firms for whose shares there is a strong
    market. These firms typically have broad revenue bases that provide exposure outside of North America. Non-
    North American stocks tend to be mature companies that are industry leaders with solid earnings and broad
    markets for their goods/services.

    Lincluden

    Canadian Equities:

    Lincluden’s managers seek undervalued stocks. Based on management interviews and fundamental analysis of
    financial statements, it applies an intrinsic value to a company’s stock. If the market price is below the intrinsic
    value, the stock is eligible for purchase. The Fund’s portfolio tends to feature a broad range of market
    capitalizations, and tends not to emphasize any particular industry sector.

    Foreign Equities:

    The U.S. portfolio emphasizes stocks of medium and small-sized companies that focus on market niches and have
    extremely good management and/or efficiencies in production relative to other firms. Non-North American
    equities, with their inherent additional risks, have typically been used by exception (due to the large universe of
    comparable U.S. stocks). Large-cap stocks are the general rule for foreign equities, and are primarily accessed via
    American Depository Receipts.




                                                                                                                           27
                                                 Integra Equity Fund


                                                        Top Ten Holdings
               The following investments represent the 10 largest holdings of the Fund as of July 31, 2005.

                                                                                       Amount (%) of Net
                                        Issuer                                          Assets Invested

                                  1.    NWQ US LARGE CAP VALUE FUND                            13.76
                                  2.    BANK OF MONTREAL                                        4.38
                                  3.    TORONTO-DOMINION BANK                                   4.09
                                  4.    CASH & EQUIVALENTS                                      3.44
                                  5.    BANK OF NOVA SCOTIA                                     3.16
                                  6.    CAMECO CORPORATION                                      2.69
                                  7.    TALISMAN ENERGY INC.                                    2.59
                                  8.    NOVA CHEMICALS CORPORATION                              2.32
                                  9.    ENCANA CORPORATION                                      2.32
                                  10.   CANADIAN NATURAL RESOURCES LIMITED                      2.13

                           Note: This information may change due to ongoing transactions of the Fund. More current
                                 information may be obtained by investors (if available) by contacting Integra.



What are the Risks of Investing in the Fund?
Most of the Fund’s assets will be invested, directly or indirectly, in common shares. As a result, the Fund is exposed to stock
market risk and specific issuer risk. The Fund may invest in foreign securities and as such, it is exposed to foreign security
risk and currency risk. The Fund also invests in American Depository Receipts and is exposed to ADR risk. The Fund may
participate in securities lending. Accordingly, it may be subject to securities lending risks. As at July 31, 2005 there were
two substantial unitholders holding approximately 31% and 20%, respectively. of the outstanding units of the Fund.
Accordingly, the Fund is also subject to substantial unitholder risk. These risks are described on page 2.

In the previous twelve month period, more than 10% of the net assets of the Fund were invested in securities of the NWQ
U.S. Large Cap Value Fund. The maximum percentage of net assets of the Fund invested in securities of the NWQ U.S.
Large Cap Value Fund during the previous twelve month period was 15.4%.


Who should Invest in the Fund?                                         %

The Fund is designed for mid to long term investors                    30
seeking investment opportunities in Canadian, U.S.                                                                                23.6
                                                                       25
and international equities markets. The Fund is suit-
able for individuals with a medium to high tolerance                   20                              16.8                              17.2
for risk and who are at ease investing in Canadian and
foreign stocks.                                                        15

                                                                       10                                     7.3
                                                                                         6.5
Past Performance                                                                 4.2
                                                                        5                                            3.2

Year-By-Year Returns                                                    0
The bar chart shows how the Fund’s performance has
                                                                       -5
varied from year to year for each of the years indicated                                        -4.4
in the chart below. It shows in percentage terms how                                                                       -6.8
                                                                      -10
an investment made on January 1st would have                                   Nov. to   97      98     99    00     01     02     03    04
increased or decreased by December 31st for each year.                         Dec. 96


28
                                                                 Integra Equity Fund

Past Performance (continued)

Overall Past Performance
The graph compares the growth of a hypothetical $10,000 investment in the Fund with the growth of three hypothetical
benchmarks referred to as (i) the Equity Benchmark, which reflects the market sectors in which the Fund invests and
which was created by using the assumptions that a portfolio was invested as to 65% in the securities in the S&P/TSX
Composite Index, as to 20% in the securities in the Russell 3000 Composite Index, as to 10% in the securities in Scotia
Capital 91-day Government of Canada Treasury Bill Total Return Index and as to 5% in the securities in the Morgan
Stanley Capital International Europe Australia Far East Index; (ii) the Broad-Based Benchmark*, which reflects the
performance of the overall financial market and which was created by using the assumptions that a portfolio was invested
as to 70% in the securities in the S&P/TSX Composite Index, 20% in the securities in the Russell 3000 Composite Index
and as to 10% in the securities in the Morgan Stanley Capital International Europe Australia Far East Index, and (iii) the
Prior Equity Benchmark which was created by using the assumptions that a portfolio was invested as to 40% in the
securities in the S&P/TSX Composite Index, as to 35% in the securities in the Nesbitt Burns Small Cap Index, as to 5%
in the securities in the Russell 1000 Composite Index, as to 5% in the securities in the Russell 2000 Composite Index, as
to 10% in the securities in the Scotia Capital 91-day Government of Canada Treasury Bill Total Return Index and as to
5% in the securities in the Morgan Stanley Capital International Europe Australia Far East Index.

Please note that the Equity Benchmark and Broad-Based Benchmark were changed, effective November 1, 2001, to reflect
the Fund’s investment in securities of the NWQ U.S. Large Cap Value Fund.


                       $22,000

                       $20,000                                                                                                                                                   $18,790
                                                                                                                                                                                 $18,513
                       $18,000                                                                                                                                                   $18,299
                                                                                                                                                                                 $18,184
                       $16,000

                       $14,000

                       $12,000

                       $10,000
                                   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |    |   |   |

                                  97                98               99               00               01               02               03               04                05

                                       Oct. 31, 1996                                                                                          Dec. 31, 2004

              Equity Fund              Prior Equity Benchmark                                      New Equity Benchmark                                            Broad-Based Benchmark

        • The S&P/TSX Composite Index measures, as of the date of this document, the total return of the 222 largest companies (by
          market capitalization) listed on The Toronto Stock Exchange.
        • The Russell 1000 Composite Index measures the total return of the 1,000 largest companies in the Russell 3000 Index, a broad
          market index of the 3,000 U.S. companies with the highest market capitalization.
        • The Nesbitt Burns Small Cap Index measures the total return of small to mid-size Canadian companies.
        • The Russell 2000 Composite Index measures the total return of the 2,000 smallest companies in the Russell 3000 Index, a broad
          market index of the 3,000 U.S. companies with the highest market capitalization.
        • The Scotia Capital 91-day Government of Canada Treasury Bill Total Return Index measures the total return of 91-day
          Government of Canada treasury bills.
        • The Russell 3000 Composite Index is a broad market index of the 3,000 US companies with the highest market capitalization.
        • The Morgan Stanley Capital International (MSCI) Europe Australia Far East (EAFE) Index measures the total return of major
          equity securities in Europe, Australia and the Far East.
        • The Standard & Poor’s 500 Composite Index measures the return of 500 of the largest companies (by market capitalization)
          listed on U.S. stock exchanges. This index is generally considered representative of the U.S. large capitalization market



           *Prior to November 1, 2001 the Broad-Based Benchmark was created by using the assumptions that the portfolio was invested as
            to 90% in the securities in the S&P/TSX Composite Index, 5% in the securities in the Standard & Poor’s 500 Composite Index
            and as to 5% in the securities in the Morgan Stanley EAFE Index.                                                                                                               29
                                                            Integra Equity Fund


                                                          Annual Compound Returns
The table shows the Fund’s annual compound total return for each period ended December 31, compared with the Fund
benchmarks.

                           Integra Equity Fund (%)         New Equity Benchmark (%)           Prior Equity Benchmark (%)          Broad-Based Benchmark (%)

 One Year                              17.20                           11.01                                12.28                              12.12

 Three Years                           10.52                            4.87                                9.65                                  5.04

 Five Years                            8.38                             1.67                                5.98                                  1.15

 Since Inception1                      7.83                             7.60                                8.03                                  7.68

 1
     November 27, 1996


Distribution Policy
Each calendar year, the Fund distributes net income and net realized capital gains to Unitholders of the Fund to the extent
necessary to ensure the Fund does not pay ordinary income tax. Income distributions may be made on a monthly or
quarterly basis, depending on the level of income received by the Fund. At a minimum, the Fund will effect the distribution
on the last business day of the year or such other date as may be determined. Unless otherwise agreed, we automatically
reinvest your distributions by purchasing additional Units of the same Fund.


                                                                  Financial Highlights

                                                  The Fund’s distributions and net asset value per Unit

            Distributions                                  2004                  2003              2002                2001                2000

            Net Income                                  $2,016,202          $1,770,751          $1,728,997          $1,291,221          $3,358,308

            Realized Capital Gains                          n/a                   n/a            $448,610           $2,280,000         $20,837,479

            Return of Capital                               n/a                   n/a            $409,638               n/a                 n/a

            Total annual distributions        1
                                                        $2,016,202          $1,770,751          $2,587,245          $3,571,221         $24,195,787

            Net asset value at December 31                $15.55                $13.48            $11.07              $12.11              $12.07

            1
                Table assumes all distributions have been reinvested.


                                                                  Ratios and supplemental data

                                                           2004                  2003              2002                2001                2000

            Net Assets (000’s)1                          $132,910              $124,861          $116,674            $120,642            $131,031

            Number of Units outstanding1                 8,549,452             9,260,810        10,539,732          9,963,560           10,853,907

            Management Expense Ratio2                      2.09                  2.16              2.12                2.06                2.03

            Portfolio turnover rate3                       9.4%                 34.5%             41.6%               45.9%               47.0%

            1
                As of December 31 each year.
            2
                Management expense ratio is based on total expenses for the stated period and is expressed as an annualized percentage of daily
                average net assets during the period.
            3
                The Fund’s portfolio turnover rate indicates how actively the Fund’s portfolio advisor manages its portfolio investments. A
                portfolio turnover rate of 100% is equivalent to the Fund buying and selling all of the securities in its portfolio once in the course
                of the year. The higher the Fund’s portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year,
                and the greater the chance of an investor receiving taxable distributions in the year. There is not necessarily a relationship
                between a high turnover rate and the performance of a mutual fund.




30
                                             Integra Equity Fund


Fund Expenses Indirectly Borne by Investors
Mutual funds pay for some expenses out of fund assets. That means investors in a mutual fund indirectly pay for these
expenses through lower returns.

The table below is intended to help you compare the cumulative cost of investing in this Fund with the cost of investing
in other mutual funds. This example assumes that (i) you invest $1,000 in Units of the Fund for the time periods indicated
and then sell all of your Units at the end of those periods; (ii) your investment has an annual 5% return (iii) you paid the
maximum annual management fee payable to Integra; and (iv) the Fund’s management expense ratio and operating
expenses for the Units during the 10-year period remain the same as they were in the last completed financial year of the
Fund.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


                        Time Period      Expenses Payable

                        One Year              $21.42
                                                                See “Fees and Expenses” on page 7 for more
                        Three Years           $67.53
                                                                information about the cost of investing in the
                        Five Years           $118.37            Integra Mutual Funds.

                        Ten Years            $269.45




                                                                                                                        31
                                             Integra International Equity Fund


                                    Integra International Equity Fund
     Fund Details

     Type of Fund:                                International Equity


     Start-up:                                    November 27, 1996 (Prior to this date, the Fund was a non-public mutual fund)


     Securities Offered:                          Units


     Registered Tax Plan Status:                  Eligible as an investment for RRSPs, RRIFs, DPSPs, RESPs, LIFs, LRIFs and LIRAs


     Investment Manager:                          Integra, Oakville, Ontario


     Portfolio Managers:                          • Integra, Oakville, Ontario
                                                  • Newton Capital Management Limited1, London, England




What Does the Fund Invest in?

Investment Objectives
This Fund’s objective is to achieve long-term investment returns through a portfolio of international equities, which are
sufficiently diversified to minimize investment risk. To achieve its objective, the Integra International Equity Fund invests
in equities issued by companies outside of North America, based primarily in Europe, Australia and the Far East. The Fund
may hold up to an aggregate of 20% in cash or cash equivalents.

Unitholder approval is required prior to a change of investment objectives.

Investment Strategies
As Investment Manager, Integra has the authority to engage portfolio managers to provide it advice with respect to the
investment of the assets of the Fund. After an extensive and rigorous screening process Integra has retained the services of
Newton, described below, as portfolio manager of the Fund.

The portfolio manager is authorized to keep a percentage of the assets it manages in cash or cash equivalents as an ongoing
strategy. The Fund may use foreign exchange forward contracts for hedging purposes. In addition, the Fund may invest in
American Depository Receipts trading on recognized U.S. stock exchanges.

While no fixed percentage of the Fund’s net assets is dedicated to investing in the securities of other mutual funds, the
Fund may invest up to 10% of its investments in securities of other funds.

The Fund may enter into securities lending transactions. Securities lending transactions will be used in conjunction with the
Fund’s other investment strategies in a manner considered most appropriate by Integra to achieve the Fund’s investment
objectives and to enhance the Fund’s returns. For a description of securities lending transactions and the limits placed on the
Fund of entering into those transactions, please refer to page 10.


1
    Integra is responsible to the Fund for the advice provided by the Portfolio Manager. As Newton is resident outside Canada and all or a substantial portion
    of its assets are situated outside Canada, there may be difficulty enforcing any legal rights against it.


32
                                       Integra International Equity Fund

    Newton is renowned for its distinctive, proven global investment approach. The process combines global bottom
    up stockpicking based on proprietary stock and sector research within a strategic framework, based on powerful
    and tangible investment trends and themes.

    Newton’s investment philosophy is structured around the central tenet of their business that no company, market
    or economy, should be considered in isolation. Each must be understood in a global context.

    Newton’s economists, fund managers and globally focused research analysts work as a team to stimulate fresh ideas
    on investment themes and stocks with the greatest potential. They work in close proximity to allow quick
    communication. Because no one person has a monopoly on good ideas, everyone in the team has a say in
    determining investment strategy.



                                                           Top Ten Holdings
               The following investments represent the 10 largest holdings of the Fund as of July 31, 2005.

                                                                                      Amount (%) of Net
                                        Issuer                                         Assets Invested

                                 1.     BP PLC                                                 3.42
                                 2.     HSBC HOLDINGS PLC.                                     3.25
                                 3.     ROYAL DUTCH SHELL PLC                                  2.55
                                 4.     CASH & EQUIVALENTS                                     2.45
                                 5.     GLAXOSMITHKLINE PLC                                    2.25
                                 6.     KT&G CORPORATION                                       2.07
                                 7.     TOTAL SA                                               2.02
                                 8.     VODAFONE GROUP PLC                                     2.02
                                 9.     BHP BILLITON PLC                                       1.98
                                 10.    TOYOTA MOTOR CORPORATION                               1.70

                           Note: This information may change due to ongoing transactions of the Fund. More current
                                 information may be obtained by investors (if available) by contacting Integra.




What are the Risks of Investing in the Fund?
Most of the Fund’s assets will be invested, directly or indirectly, in non North American common shares. As a result, the
Fund is exposed to stock market risk, specific issuer risk and to foreign security risk and currency risk. The Fund may also
invest in American Depository Receipts and would therefore be exposed to ADR risk. The Fund may participate in
securities lending. Accordingly, it may be subject to securities lending risks. As at July 31, 2005 there were three substantial
unitholders holding approximately 35%, 12% and 11% respectively of the outstanding units of the Fund. Accordingly, the
Fund is also subject to substantial unitholder risk. These risks are described on page 2.


Who should Invest in the Fund?
The Fund is designed for mid to long term investors seeking investment opportunities in international equities markets. The
Fund is suitable for individuals with a medium to high tolerance for risk and who are at ease investing in foreign stocks.




                                                                                                                            33
                                         Integra International Equity Fund


Past Performance                                           %

                                                          25                                              23.1
Year-By-Year Returns
                                                          20                                                           17.4
The bar chart shows how the                                                                                                                                                             14.8
                                                          15
Fund’s performance has varied                                                                                                                                              10.9
from year to year for each of the                         10                     6.5          6.5
years indicated in the chart below.                            5
It shows in percentage terms how
an investment made on January                                  0

1st would have increased or                                -5
decreased by December 31st for                                                                                                       -4.8
                                                          -10
each year.
                                                          -15                                                                                   -11.9
                                                                                                                                                              -16.0
                                                          -20
                                                                            Nov. to           97          98            99            00             01           02           03        04
                                                                            Dec. 96


Overall Past Performance
The graph compares the growth of a hypothetical $10,000 investment in the Fund with the growth of two hypothetical
benchmarks referred to as (i) the International Benchmark, which reflects the market sectors in which the Fund invests
and which was created by using the assumptions that a portfolio was invested as to 90% in the securities in the Morgan
Stanley Capital International Europe Australia Far East Index and as to 10% in the securities in the Scotia Capital 91-day
Government of Canada Treasury Bill Total Return Index; and (ii) the Broad-Based Benchmark, which reflects the
performance of the overall financial market and which was created by using the assumption that a portfolio was invested
as to 100% in the securities in the Morgan Stanley Capital International Europe Australia Far East Index.



                    $17,000

                    $16,000

                    $15,000
                                                                                                                                                                                        $14,698
                    $14,000                                                                                                                                                             $13,840
                                                                                                                                                                                        $13,776
                    $13,000

                    $12,000

                    $11,000

                    $10,000

                      $9,000
                                |    |   |   |   |    |    |       |   |    |    |   |   |    |   |   |    |   |   |    |    |   |    |     |   |    |    |   |   |    |   |   |    |

                               97                98                    99                00               01                02                  03                04               05

                                    Oct. 31, 1996                                                                                                    Dec. 31, 2004

                         International Fund                                     International Benchmark                                             Broad-Based Benchmark

             • The Morgan Stanley Capital International (MSCI) Europe Australia Far East (EAFE) Index measures the total
               return of major equity securities in Europe, Australia and the Far East.
             • The Scotia Capital 91-day Government of Canada Treasury Bill Total Return Index measures the total return of
               91-day Government of Canada treasury bills.


34
                                               Integra International Equity Fund


                                                        Annual Compound Returns
The table shows the Fund’s annual compound total return for each period ended December 31, compared with the Fund
benchmarks.
                                                Integra International           International
                                                   Equity Fund (%)             Benchmark (%)             Broad-Based Benchmark (%)

                       One Year                        14.75                         11.00                            11.91

                       Three Years                      2.24                         2.21                             2.07

                       Five Years                       -2.16                        -3.68                            -4.53

                       Since Inception 1
                                                        4.83                         4.06                             4.00
                       1
                           November 27, 1996

Distribution Policy
Each calendar year, the Fund distributes net income and net realized capital gains to Unitholders of the Fund to the extent
necessary to ensure the Fund does not pay ordinary income tax. Income distributions may be made on a monthly or
quarterly basis, depending on the level of income received by the Fund. At a minimum, the Fund will effect the distribution
on the last business day of the year or such other date as may be determined. Unless otherwise agreed, we automatically
reinvest your distributions by purchasing additional Units of the same Fund.


                                                                Financial Highlights

                                                The Fund’s distributions and net asset value per Unit

         Distributions                                   2004               2003                2002                2001                2000

         Net Income                                   $$906,147           $977,398            $790,851            $933,848           $1,189,065

         Realized Capital Gains                           n/a                n/a                 n/a                 n/a             $2,117,430

         Return of Capital                                n/a                n/a                 n/a                 n/a                 n/a

         Total annual distributions    1
                                                       $906,147           $977,398            $790,851            $933,848           $3,306,495

         Net asset value at December 31                 $11.84             $10.57               $9.71              $11.72              $13.56

         1
             Table assumes all distributions have been reinvested.


                                                                Ratios and supplemental data

                                                         2004               2003                2002                2001                2000

         Net Assets (000’s)   1
                                                       $44,698            $53,877             $55,575             $51,372             $58,404

         Number of Units outstanding       1
                                                       3,773,769         5,099,343           5,725,093           4,383,450           4,306,431

         Management Expense Ratio      2
                                                         2.64               2.80                2.68                2.51                2.47

         Portfolio turnover rate  3
                                                        99.8%              78.3%               96.5%               94.4%               64.4%

         1
             As of December 31 each year.
         2
             Management expense ratio is based on total expenses for the stated period and is expressed as an annualized percentage of daily
             average net assets during the period.
         3
             The Fund’s portfolio turnover rate indicates how actively the Fund’s portfolio advisor manages its portfolio investments. A
             portfolio turnover rate of 100% is equivalent to the Fund buying and selling all of the securities in its portfolio once in the course
             of the year. The higher the Fund’s portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year,
             and the greater the chance of an investor receiving taxable distributions in the year. There is not necessarily a relationship
             between a high turnover rate and the performance of a mutual fund.




                                                                                                                                                      35
                                      Integra International Equity Fund


Fund Expenses Indirectly Borne by Investors
Mutual funds pay for some expenses out of fund assets. That means investors in a mutual fund indirectly pay for these
expenses through lower returns.

The table below is intended to help you compare the cumulative cost of investing in this Fund with the cost of investing
in other mutual funds. This example assumes that (i) you invest $1,000 in Units of the Fund for the time periods indicated
and then sell all of your Units at the end of those periods; (ii) your investment has an annual 5% return (iii) you paid the
maximum annual management fee payable to Integra; and (iv) the Fund’s management expense ratio and operating
expenses for the Units during the 10-year period remain the same as they were in the last completed financial year of the
Fund.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


                        Time Period       Expenses Payable

                        One Year               $27.06
                                                                See “Fees and Expenses” on page 7 for more
                        Three Years            $85.31
                                                                information about the cost of investing in the
                        Five Years            $149.52           Integra Mutual Funds.

                        Ten Years             $340.36




36
                                Integra Short Term Investment Fund


                        Integra Short Term Investment Fund
  Fund Details

  Type of Fund:                        Short Term Fixed Income

  Start-up:                            August 14, 1992 (Prior to this date, the Fund was a non-public mutual fund)

  Securities Offered:                  Units

  Registered Tax Plan Status:          Eligible as an investment for RRSPs, RRIFs, DPSPs, RESPs, LIFs, LRIFs and LIRAs

  Portfolio Managers:                  • Gryphon Investment Counsel Inc., Toronto, Ontario
                                       • Lincluden Management Limited, Oakville, Ontario



What Does the Fund Invest in?

Investment Objectives
This Fund’s objective is to provide high levels of both interest-generated income and liquidity, while still preserving
investment capital. To meet this objective, the Fund primarily invests in highly liquid, senior investment grade money
market instruments, such as treasury bills issued by Canada’s federal and provincial governments. The portfolio of the Fund
will be invested so that its dollar weighted average term to maturity does not exceed 180 days.

Unitholder approval is required prior to a change of investment objectives.

Investment Strategies
The Fund values its portfolio on the basis that it holds its portfolio assets to maturity and credits its income daily. The Unit
price is typically maintained at $1.00, unless the Fund must sell portfolio assets prior to maturity. In this way, the Fund is
operated similar to a money market fund.

The Fund may hold up to 10% of its assets in foreign securities.

While no fixed percentage of the Fund’s net assets is dedicated to investing in the securities of other mutual funds, the
Fund may invest up to 10% of its investments in securities of other funds.

The Fund may enter into securities lending transactions after providing written notice to its unitholders. Securities lending
transactions will be used in conjunction with the Fund’s other investment strategies in a manner considered most
appropriate by Integra to achieve the Fund’s investment objectives and to enhance the Fund’s returns. For a description of
securities lending transactions and the limits placed on the Fund of entering into those transactions, please refer to page 10.

    Gryphon’s short-term investment portfolio typically contains only government of Canada treasury bills. The term
    structure of the portfolio is based on its portfolio management team’s economic views, from which they decide
    whether to emphasize shorter term or longer-term treasury bills.

    Lincluden considers both government and commercial short term paper, as incremental yields can be realized by
    holding commercial paper rather than government of Canada treasury bills. The Fund’s mix is constructed based
    on expected yields on each type of security.




                                                                                                                            37
                                  Integra Short Term Investment Fund


                                                         Top Ten Holdings
               The following investments represent the 10 largest holdings of the Fund as of July 31, 2005.

                                                                                                    Amount (%) of Net
                             Issuer                                                                  Assets Invested

                       1.    GOVERNMENT OF CANADA 0.000% T-BILL 25-AUG-2005                                 26.08
                       2.    GOVERNMENT OF CANADA 0.000% T-BILL 06-OCT-2005                                 20.47
                       3.    GOVERNMENT OF CANADA 0.000% T-BILL 08-SEPT-2005                                13.10
                       4.    GOVERNMENT OF CANADA 0.000% T-BILL 23-FEB-2006                                  9.09
                       5.    GOVERNMENT OF CANADA 0.000% T-BILL 18-MAY-2006                                  6.66
                       6.    CIBC BANKERS ACCEPTANCES 08/12/2005                                             4.33
                       7.    ROYAL BANK CANADA BANKERS DEPOSIT NOTES 09/02/2005                              4.14
                       8.    TORONTO-DOMINION BANK BANKERS DEPOSIT NOTES 08/02/2005                          4.12
                       9.    BANK OF MONTREAL BANKERS ACCEPTANCES 08/25/2005                                 3.52
                       10.   GOVERNMENT OF CANADA 0.000% T-BILL 26-JAN-2006                                  3.23


                       Note: This information may change due to ongoing transactions of the Fund. More current information
                             may be obtained by investors (if available) by contacting Integra.




What are the Risks of Investing in the Fund?
The Fund invests in short term fixed-income securities. As a result, the Fund is exposed to interest rate risk and credit risk.
The Fund may participate in securities lending. Accordingly, it may be subject to securities lending risks. As at July 31,
2005, there were three substantial unitholders holding approximately 23%, 21% and 10%, respectively, of the outstanding
units of the Fund. Accordingly, the Fund is also subject to substantial unitholder risk. These risks are described on page 2.
The unit price of the Fund may fluctuate, although we try to keep it fixed.


Who should Invest in the Fund?
The Fund is designed for individuals seeking investment opportunities in Government of Canada treasury bills and corporate
commercial paper. The Fund is suitable for individuals with a low tolerance for risk.


Past Performance                               %

                                                 8        7.4
Year-By-Year Returns
The bar chart shows how the
Fund’s performance has varied                    6                                            5.6
                                                                 5.3                   5.1
from year to year for each of the                                               4.7                   4.6
years indicated in the chart below.
It shows in percentage terms how                 4                       3.4
                                                                                                                     3.2
an investment made on January 1st
                                                                                                              2.7
would have increased or decreased
                                                                                                                             1.9
by December 31st for each year.                  2



                                                 0
                                                          95      96     97     98      99     00     01      02     03      04


38
                                           Integra Short Term Investment Fund

Past Performance (continued)

Overall Past Performance
The graph compares the growth of a hypothetical $10,000 investment in the Fund with the growth of two hypothetical
benchmarks referred to as (i) the Short Term Investment Benchmark, which reflects the market sectors in which the Fund
invests and which was created by using the assumption that a portfolio was invested as to 100% in the securities in the
Scotia Capital 91-day Government of Canada Treasury Bill Total Return Index; and (ii) the Broad-Based Benchmark,
which reflects the performance of the overall financial market and which was created by using the assumption that a
portfolio was invested as to 100% in the securities in the Scotia Capital Bond Universe Index.



                   $30,000


                   $25,000
                                                                                                                                                                                                                              $23,739

                   $20,000

                                                                                                                                                                                                                              $15,345
                   $15,000                                                                                                                                                                                                    $15,214


                   $10,000

                               |   |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |


                              94               95               96               97               98               99               00               01               02               03               04               05

                                       Dec. 31, 1993                                                                                                                               Dec. 31, 2004

                   Short Term Investment Fund                                                         91-Day T-Bill Rate of Return                                                              Broad-Based Benchmark


             • The Scotia Capital Bond Universe Index measures the total return for all Canadian provincial, municipal and
               corporate issues that mature in more than one year.
             • The Scotia Capital 91-day Government of Canada Treasury Bill Total Return Index measures the total return of
               91-day Government of Canada treasury bills.




                                                                             Annual Compound Returns
The table shows the Fund’s annual compound total return for each period ended December 31, compared with the Fund
benchmarks.
                                                         Integra Short Term                                        Short Term Investment
                                                        Investment Fund (%)                                           Benchmark (%)                                                    Broad-Based Benchmark (%)

                  One Year                                               1.90                                                           2.30                                                                     7.15

                  Three Years                                            2.62                                                           2.58                                                                     7.52

                  Five Years                                             3.60                                                           3.58                                                                     8.17

                  Ten Years                                              4.37                                                           4.29                                                                     9.03




Distribution Policy
The Fund distributes net income and net realized capital gains, if any, daily. Unless otherwise agreed, we automatically
reinvest your distributions by purchasing additional Units of the same Fund.


                                                                                                                                                                                                                                        39
                                              Integra Short Term Investment Fund


                                                                 Financial Highlights

                                                  The Fund’s distributions and net asset value per Unit

         Distributions                                   2004               2003                 2002                2001               2000

         Net Income                                     $869,994         $1,624,242           $1,463,426          $2,515,841         $4,839,003

         Realized Capital Gains (Losses)                  n/a             (89,419)                n/a                 n/a                n/a

         Return of Capital                                n/a                n/a                  n/a                 n/a                n/a

         Total annual distributions1                    $869,994         $1,534,823           $1,463,426          $2,515,841         $4,839,003

         Net asset value at December 31                  $1.00              $1.00                $1.00              $1.00               $1.00

         1
             Table assumes all distributions have been reinvested.


                                                                Ratios and supplemental data

                                                         2004               2003                 2002                2001               2000

         Net Assets (000’s)  1
                                                        $49,339           $46,530               $55,504            $57,864            $57,215

         Number of Units outstanding          1
                                                       49,338,746        46,529,660           55,504,256          57,863,673         57,215,354

         Management Expense Ratio         2
                                                          1.05              1.05                  1.03               0.91               0.91

         Portfolio turnover rate    3
                                                          n/a                n/a                  n/a                 n/a                n/a

         1
             As of December 31 each year.
         2
             Management expense ratio is based on total expenses for the stated period and is expressed as an annualized percentage of daily
             average net assets during the period.
         3
             The Fund’s portfolio turnover rate indicates how actively the Fund’s portfolio advisor manages its portfolio investments. A
             portfolio turnover rate of 100% is equivalent to the Fund buying and selling all of the securities in its portfolio once in the course
             of the year. The higher the Fund’s portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year,
             and the greater the chance of an investor receiving taxable distributions in the year. There is not necessarily a relationship
             between a high turnover rate and the performance of a mutual fund.




Fund Expenses Indirectly Borne by Investors
Mutual funds pay for some expenses out of fund assets. That means investors in a mutual fund indirectly pay for these
expenses through lower returns.

The table below is intended to help you compare the cumulative cost of investing in this Fund with the cost of investing
in other mutual funds. This example assumes that (i) you invest $1,000 in Units of the Fund for the time periods indicated
and then sell all of your Units at the end of those periods; (ii) your investment has an annual 5% return (iii) you paid the
maximum annual management fee payable to Integra; and (iv) the Fund’s management expense ratio and operating
expenses for the Units during the 10-year period remain the same as they were in the last completed financial year of the
Fund.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


                                 Time Period          Expenses Payable

                                 One Year                  $10.76
                                                                                    See “Fees and Expenses” on page 7 for more
                                 Three Years               $33.93
                                                                                    information about the cost of investing in the
                                 Five Years                $59.47                   Integra Mutual Funds.

                                 Ten Years                $135.37


40
                                          Integra U.S. Small Cap Equity Fund


                                Integra U.S. Small Cap Equity Fund
     Fund Details

     Type of Fund:                               American Equity


     Start-up:                                   July 24, 1998


     Securities Offered:                         Units


     Registered Tax Plan Status:                 Eligible as an investment for RRSPs, RRIFs, DPSPs, RESPs, LIFs, LRIFs and LIRAs.


     Investment Manager:                         Integra, Oakville, Ontario


     Portfolio Managers:                         • Integra, Oakville, Ontario
                                                 • Sterling Capital Management Investment Counsel , North Carolina, United States




What Does the Fund Invest in?

Investment Objectives
This Fund’s objective is to achieve long-term investment returns through a portfolio of U.S. equities which are sufficiently
diversified to minimize investment risk. To achieve this objective, the Integra U.S. Small Cap Equity Fund invests in
equities of small-capitalized companies based in the United States. The Fund invests primarily in American companies
with a maximum market capitalization of U.S.$2.5 billion. The Fund may hold up to an aggregate of 20% in cash or cash
equivalents.

Unitholder approval is required prior to a change of investment objectives.

Investment Strategies
As Investment Manager, Integra has the authority to engage portfolio managers to provide it advice with respect to the
investment of the assets of the Fund. After an extensive and rigorous screening process Integra has retained the services of
Sterling, described below, as portfolio manager of the Fund.

The portfolio manager is authorized to keep a percentage of the assets it manages in cash or cash equivalents as an ongoing
strategy. In addition, the Fund may invest in American Depository Receipts trading on recognized U.S. stock exchanges.

While no fixed percentage of the Fund’s net assets is dedicated to investing in the securities of other mutual funds, the
Fund may invest up to 10% of its investments in securities of other funds.

The Fund may enter into securities lending transactions. Securities lending transactions will be used in conjunction with
the Fund’s other investment strategies in a manner considered most appropriate by Integra to achieve the Fund’s
investment objectives and to enhance the Fund’s returns. For a description of securities lending transactions and the limits
placed on the Fund of entering into those transactions, please refer to page 10.




1
    Integra is responsible to the Fund for the advice provided by the portfolio managers. As Sterling is resident outside Canada and all or a
    substantial portion of its assets are situated outside Canada, there may be difficulty enforcing any legal rights against it.
                                                                                                                                                41
                                  Integra U.S. Small Cap Equity Fund

     Sterling utilizes a rigorous bottom-up research approach to identify statistically undervalued companies in
     industries with positive or improving fundamentals. Risk controls include limiting position sizes to 7% of the
     portfolio’s market value. Their research team focuses on quantitative valuation measures that include price-to-
     earnings ratios, price-to-book, price-to-cash flow and quality of earnings. Investment opportunities are confirmed
     through various forms of extensive primary research including on-site company visits.




                                                       Top Ten Holdings
               The following investments represent the 10 largest holdings of the Fund as of July 31, 2005.

                                                                                      Amount (%) of Net
                                      Issuer                                           Assets Invested

                                1.    CASH & EQUIVALENTS                                      3.44
                                2.    ACUITY BRANDS, INC.                                     3.10
                                3.    CSG SYSTEMS INTERNATIONAL, INC.                         2.89
                                4.    THE BRINK’S COMPANY                                     2.55
                                5.    DELTA & PINE LAND COMPANY                               2.51
                                6.    SPEEDWAY MOTORSPORTS, INC.                              2.44
                                7.    CHAMPION ENTERPRISES, INC.                              2.14
                                8.    PATTERSON-UTI ENERGY, INC.                              2.01
                                9.    GARTNER, INC.                                           1.91
                                10.   HUGHES SUPPLY, INC.                                     1.70

                          Note: This information may change due to ongoing transactions of the Fund. More current
                                information may be obtained by investors (if available) by contacting Integra.




What are the Risks of Investing in the Fund?
Most of the Fund’s assets will be invested, directly or indirectly, in common shares issued by U.S. companies. As a result,
the Fund is exposed to stock market risk and specific issuer risk. As the Fund is investing in foreign securities it will also
be subject to foreign security risk and currency risk. The Fund may also invest in American Depository Receipts and would
therefore be exposed to ADR risk. The Fund may participate in securities lending. Accordingly, it may be subject to
securities lending risks. The Fund may also be subject to substantial unitholder risk. These risks are described on page 2.


Who should Invest in the Fund?
The Fund is designed for mid to long term investors seeking investment opportunities in U.S. small capitalized stocks. The
Fund is suitable for individuals with a high tolerance for risk and who are at ease investing in small capitalized stocks and
are comfortable with a higher level of volatility.




42
                                        Integra U.S. Small Cap Equity Fund

Past Performance                                                          %

                                                                      40                                    34.7
Year-By-Year Returns
                                                                      30
The bar chart shows how the Fund’s
performance has varied from year to year for                          20              16.4                             17.2
each of the years indicated in the chart                                                                                                    11.3
below. It shows in percentage terms how an                            10                                                                                      7.0
investment made on January 1st would have
increased or decreased by December 31st for                               0
each year.                                                                                      -1.5
                                                                      -10

                                                                      -20
                                                                                                                                  -20.2
                                                                      -30
                                                                                      Oct. to 99            00          01         02           03            04
                                                                                      Dec. 98


Overall Past Performance
The graph compares the growth of a hypothetical $10,000 investment in the Fund with the growth of two hypothetical
benchmarks referred to as (i) the U.S. Small Cap Equity Benchmark, which reflects the market sectors in which the Fund
invests and which was created by using the assumptions that a portfolio was invested as to 95% in the securities in the
Russell 2000 Composite Index and as to 5% in the securities in the Scotia Capital 91-day Government of Canada Treasury
Bill Total Return Index; and (ii) the Broad-Based Benchmark, which reflects the performance of the overall financial
market and which was created by using the assumption that a portfolio was invested as to 100% in the securities in the
Russell 2000 Composite Index.



                     $18,000
                                                                                                                                                               $17,208

                     $16,000
                                                                                                                                                               $15,246
                                                                                                                                                               $15,211
                     $14,000


                     $12,000


                     $10,000
                               |   |     |   |   |   |    |   |   |   |       |   |    |   |    |   |   |    |     |    |     |    |    |   |        |    |

                                   99                00               01                   02               03                    04                     05

                                       Sept. 30, 1998                                                                        Dec. 31, 2004

                        U.S. Small Cap Fund                       U.S. Small Cap Benchmark                                  Broad-Based Benchmark


             • The Russell 2000 Composite Index measures the total return of the 2,000 smallest companies in the Russell 3000
               Index, a broad market index of the 3,000 U.S. companies with the highest market capitalization.
             • The Scotia Capital 91-day Government of Canada Treasury Bill Total Return Index measures the total return of
               91-day Government of Canada treasury bills.




                                                                                                                                                                         43
                                               Integra U.S. Small Cap Equity Fund

                                                         Annual Compound Returns
The table shows the Fund’s annual compound total return for each period ended December 31, compared with the Fund
benchmarks.
                                                Integra U.S. Small Cap         U.S. Small Cap
                                                   Equity Fund (%)          Equity Benchmark (%)         Broad-Based Benchmark (%)

                       One Year                         7.04                          9.38                             9.71

                       Three Years                      -1.67                         1.48                             1.31

                       Five Years                       8.46                          2.76                             2.60

                       Since Inception     1
                                                        9.07                          6.94                             6.98
                       1
                           July 24, 1998



Distribution Policy
Each calendar year, the Fund distributes net income and net realized capital gains to Unitholders of the Fund to the extent
necessary to ensure the Fund does not pay ordinary income tax. Income distributions may be made on a monthly or
quarterly basis, depending on the level of income received by the Fund. At a minimum, the Fund will effect the distribution
on the last business day of the year or such other date as may be determined. Unless otherwise agreed, we automatically
reinvest your distributions by purchasing additional Units of the same Fund.


                                                                 Financial Highlights

                                                 The Fund’s distributions and net asset value per Unit

         Distributions                                    2004              2003                2002                2001                2000

         Net Income                                        n/a             $18,956            $72,316             $143,691             $6,613

         Realized Capital Gains (Losses)                   n/a               n/a                 n/a              $636,476            $897,000

         Return of Capital                                 n/a               n/a                 n/a                 n/a                 n/a

         Total annual distributions1                       n/a             $18,956            $72,316             $780,167            $903,613

         Net asset value at December 31                  $7.82              $7.31               $6.58               $8.30               $7.74

         1
             Table assumes all distributions have been reinvested.


                                                                 Ratios and supplemental data

                                                          2004              2003                2002                2001                2000

         Net Assets (000’s)1                             $6,250             $7,325            $12,086             $10,961              $6,218

         Number of Units outstanding1                   798,913           1,002,247          1,836,613           1,320,761            803,119

         Management Expense Ratio2                        3.07               3.28               2.98                2.81                2.88

         Portfolio turnover rate3                        41.5%              52.1%              56.7%               61.9%              84.00%

         1
             As of December 31 each year.
         2
             Management expense ratio is based on total expenses for the stated period and is expressed as an annualized percentage of daily
             average net assets during the period.
         3
             The Fund’s portfolio turnover rate indicates how actively the Fund’s portfolio advisor manages its portfolio investments. A
             portfolio turnover rate of 100% is equivalent to the Fund buying and selling all of the securities in its portfolio once in the course
             of the year. The higher the Fund’s portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year,
             and the greater the chance of an investor receiving taxable distributions in the year. There is not necessarily a relationship
             between a high turnover rate and the performance of a mutual fund.




44
                                     Integra U.S. Small Cap Equity Fund

Fund Expenses Indirectly Borne by Investors
Mutual funds pay for some expenses out of fund assets. That means investors in a mutual fund indirectly pay for these
expenses through lower returns.

The table below is intended to help you compare the cumulative cost of investing in this Fund with the cost of investing
in other mutual funds. This example assumes that (i) you invest $1,000 in Units of the Fund for the time periods indicated
and then sell all of your Units at the end of those periods; (ii) your investment has an annual 5% return (iii) you paid the
maximum annual management fee payable to Integra; and (iv) the Fund’s management expense ratio and operating
expenses for Units during the 10-year period remain the same as they were in the last completed financial year of the Fund.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


                        Time Period      Expenses Payable

                        One Year              $31.47
                                                                See “Fees and Expenses” on page 7 for more
                        Three Years           $99.20
                                                                information about the cost of investing in the
                        Five Years           $173.88            Integra Mutual Funds.

                        Ten Years            $395.79




                                                                                                                        45
                                             Integra U.S. Value Growth Fund


                                    Integra U.S. Value Growth Fund
     Fund Details

     Type of Fund:                              American Equity


     Start-up:                                  July 24, 1998


     Securities Offered:                        Units


     Registered Tax Plan Status:                Eligible as an investment for RRSPs, RRIFs, DPSPs, RESPs, LIFs, LRIFs and LIRAs.


     Investment Manager:                        Integra, Oakville, Ontario


     Portfolio Managers:                        • Integra, Oakville, Ontario
                                                • Barrow, Hanley, Mewhinney & Strauss, Texas 1, United States
                                                • Atlantic Trust Company NA, Massachusetts 1, United States




What Does the Fund Invest in?

Investment Objectives
This Fund’s objective is to achieve long-term investment returns through a portfolio of U.S. equities which are sufficiently
diversified to minimize investment risk. To achieve this objective, the Integra U.S. Value Growth Fund invests in equities
of medium to large capitalized companies based in the United States. The Fund invests primarily in American companies
with a minimum market capitalization of U.S.$1 billion. The Fund may hold up to an aggregate of 20% in cash or cash
equivalents.

Unitholder approval is required prior to a change of investment objectives.

Investment Strategies
The Integra U.S. Value Growth Fund combines the expertise of a “bottom up value” manager and of a “bottom up growth”
manager. As Investment Manager, Integra has the authority to engage portfolio managers to provide it advice with respect
to the investment of the assets of the Fund. After an extensive and rigorous screening process Integra has retained the
services of Barrow and Atlantic, described below, as portfolio managers of the Fund. The management of the Fund is split
equally between Barrow and Atlantic.

Each portfolio manager is authorized to keep a percentage of the assets it manages in cash or cash equivalents as an ongoing
strategy. In addition, the Fund may invest in American Depository Receipts trading on recognized U.S. stock exchanges.

While no fixed percentage of the Fund’s net assets is dedicated to investing in the securities of other mutual funds, the
Fund may invest up to 10% of its investments in securities of other funds.

The Fund may enter into securities lending transactions. Securities lending transactions will be used in conjunction with
the Fund’s other investment strategies in a manner considered most appropriate by Integra to achieve the Fund’s


1
    Integra is responsible to the Fund for the advice provided by the portfolio managers. As Barrow and Atlantic are resident outside Canada and all or a
    substantial portion of their assets are situated outside Canada, there may be difficulty enforcing any legal rights against them.



46
                                       Integra U.S. Value Growth Fund

investment objectives and to enhance the Fund’s returns. For a description of securities lending transactions and the limits
placed on the Fund of entering into those transactions, please refer to page 10.

    Barrow’s expertise is in managing equity portfolios through a value-oriented research intensive process of
    individual stock selection. Experience has taught it that the equity markets are inefficient and that short term
    earnings disappointments or changes in market perception create long term opportunities to invest in high quality
    or improving companies. It works to identify securities which are temporarily undervalued for reasons which it
    can understand and document. Barrow’s large cap value team is exacting in its definition of “value”. It
    implements its large cap value strategy by constructing portfolios of individual stocks which reflect all three
    value characteristics: price/earnings and price/book ratios below the market and dividend yields above the
    market (the Standard & Poors 500).

    Atlantic is a “bottom-up growth” portfolio manager that uses fundamental research to identify U.S. high-quality
    growth companies with the capability to produce above-average growth in earnings, cash flow and above-average
    return on shareholder equity. It focuses on companies with a proven history of growth, as this is indicative of the
    value of the underlying franchise, management competence and industry position. In selecting stocks, it requires
    a shareholder-motivated management team pursuing a clear profit-oriented business strategy.


                                                         Top Ten Holdings
               The following investments represent the 10 largest holdings of the Fund as of July 31, 2005.

                                                                                      Amount (%) of Net
                                       Issuer                                          Assets Invested

                                 1.    OCCIDENTAL PETROLEUM CORPORATION                        2.31
                                 2.    CONOCOPHILLIPS COMPANY                                  2.24
                                 3.    CASH & EQUIVALENTS                                      2.03
                                 4.    WELLPOINT, INC.                                         1.85
                                 5.    ALTRIA GROUP, INC.                                      1.80
                                 6.    BP PLC                                                  1.68
                                 7.    ALLSTATE CORPORATION                                    1.67
                                 8.    ENTERGY CORPORATION                                     1.64
                                 9.    MBNA CORPORATION                                        1.52
                                 10.   EXPRESS SCRIPTS, INC.                                   1.49

                           Note: This information may change due to ongoing transactions of the Fund. More current
                                 information may be obtained by investors (if available) by contacting Integra.



What are the Risks of Investing in the Fund?
Most of the Fund’s assets will be invested, directly or indirectly, in U.S. common shares. As a result, the Fund is exposed
to stock market risk and specific issuer risk. As the Fund is investing in foreign securities it will also be subject to foreign
security risk and currency risk. The Fund also invests in American Depository Receipts and is exposed to ADR risk. The
Fund may participate in securities lending. Accordingly, it may be subject to securities lending risks. As at July 31, 2005
there was one substantial unitholder holding approximately 42% of the outstanding units of the Fund. Accordingly, the
Fund is also subject to substantial unitholder risk. These risks are described on page 2.


Who should Invest in the Fund?
The Fund is designed for mid to long term investors seeking investment opportunities in the U.S. equity market. The Fund
is suitable for individuals with a medium to high tolerance for risk and who are at ease investing in stocks.
                                                                                                                            47
                                              Integra U.S. Value Growth Fund

Past Performance                                                                 %

                                                                                30
Year-By-Year Returns                                                                           23.3                 21.8
The bar chart shows how the Fund’s performance                                  20
has varied from year to year for each of the years                                                                                                         9.3
indicated in the chart below. It shows in                                       10
                                                                                                                                                   4.9
percentage terms how an investment made on                                                                2.1
January 1st would have increased or decreased by                                 0
December 31st for each year.                                                                                                  -0.9
                                                                                -10


                                                                                -20
                                                                                                                                      -20.1

                                                                                -30
                                                                                              Oct. to 99                00       01       02       03       04
                                                                                              Dec. 98

Overall Past Performance
The graph compares the growth of a hypothetical $10,000 investment in the Fund with the growth of two hypothetical
benchmarks referred to as (i) the U.S. Value Growth Benchmark, which reflects the market sectors in which the Fund
invests and which was created by using the assumptions that a portfolio was invested as to 90% in the securities in the
Russell 1000 Composite Index and as to 10% in the securities in the Scotia Capital 91-day Government of Canada
Treasury Bill Total Return Index; and (ii) the Broad-Based Benchmark, which reflects the performance of the overall
financial market and which was created by using the assumption that a portfolio was invested as to 100% in the securities
in the Standard & Poor’s 500 Composite Index.



                     $16,000

                     $15,000

                     $14,000                                                                                                                             $13,911

                     $13,000

                     $12,000

                     $11,000                                                                                                                             $10,881
                                                                                                                                                         $10,269
                     $10,000

                       $9,000
                                |   |     |   |   |   |    |   |   |   |    |    |    |   |     |     |   |     |   |    |   |    |   |   |    |   |

                                    99                00               01                 02                  03                 04                05

                                        Sept. 30, 1998                                                                       Dec. 31, 2004

                     U.S. Value Growth Fund                        U.S. Value Growth Benchmark                                   Broad-Based Benchmark


             • The Russell 1000 Composite Index measures the total return of the 1,000 largest companies in the Russell 3000
               Index, a broad market index of the 3,000 U.S. companies with the highest market capitalization.
             • The Scotia Capital 91-day Government of Canada Treasury Bill Total Return Index measures the total return of
               91-day Government of Canada treasury bills.
             • The Standard & Poor’s 500 Composite Index measures the return of 500 of the largest companies (by market
               capitalization) listed on U.S. stock exchanges. This index is generally considered representative of the U.S. large
               capitalization market
48
                                                   Integra U.S. Value Growth Fund


                                                          Annual Compound Returns
The table shows the Fund’s annual compound total return for each period ended December 31, compared with the Fund
benchmarks.
                                                     Integra U.S. Value        U.S. Value Growth
                                                     Growth Fund (%)            Benchmark (%)              Broad-Based Benchmark (%)

                       One Year                            9.25                        3.24                           2.81

                       Three Years                         -2.88                       -4.34                          -5.87

                       Five Years                          2.02                        -4.45                          -5.95

                       Since Inception         1
                                                           5.42                        1.36                           0.43
                       1
                           July 24, 1998



Distribution Policy
Each calendar year, the Fund distributes net income and net realized capital gains to Unitholders of the Fund to the extent
necessary to ensure the Fund does not pay ordinary income tax. Income distributions may be made on a monthly or
quarterly basis, depending on the level of income received by the Fund. At a minimum, the Fund will effect the distribution
on the last business day of the year or such other date as may be determined. Unless otherwise agreed, we automatically
reinvest your distributions by purchasing additional Units of the same Fund.


                                                                   Financial Highlights

                                                   The Fund’s distributions and net asset value per Unit

         Distributions                                     2004              2003                2002               2001                2000

         Net Income                                      $446,246           $407,572           $545,846           $562,242            $33,023

         Realized Capital Gains (Losses)                    n/a               n/a                 n/a                n/a              $175,000

         Return of Capital                                  n/a               n/a                 n/a                n/a                 n/a

         Total annual distributions        1
                                                         $446,246           $407,572           $545,846           $562,242            $208,023

         Net asset value at December 31                   $7.70              $7.11              $6.83               $8.67               $8.85

         1
             Table assumes all distributions have been reinvested.


                                                                  Ratios and supplemental data

                                                           2004              2003                2002               2001                2000

         Net Assets (000’s)    1
                                                         $52,994            $44,424            $41,599            $50,602             $32,632

         Number of Units outstanding           1
                                                        6,884,735          6,252,154           6,086,286         5,839,240           3,688,559

         Management Expense Ratio          2
                                                           2.44               2.57               2.49               2.42                2.56

         Portfolio turnover rate   3
                                                          19.5%              28.72              28.72%            29.17%              69.70%

         1
             As of December 31 each year.
         2
             Management expense ratio is based on total expenses for the stated period and is expressed as an annualized percentage of daily
             average net assets during the period.
         3
             The Fund’s portfolio turnover rate indicates how actively the Fund’s portfolio advisor manages its portfolio investments. A
             portfolio turnover rate of 100% is equivalent to the Fund buying and selling all of the securities in its portfolio once in the course
             of the year. The higher the Fund’s portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year,
             and the greater the chance of an investor receiving taxable distributions in the year. There is not necessarily a relationship
             between a high turnover rate and the performance of a mutual fund.



                                                                                                                                                      49
                                      Integra U.S. Value Growth Fund

Fund Expenses Indirectly Borne by Investors
Mutual funds pay for some expenses out of fund assets. That means investors in a mutual fund indirectly pay for these
expenses through lower returns.

The table below is intended to help you compare the cumulative cost of investing in this Fund with the cost of investing
in other mutual funds. This example assumes that (i) you invest $1,000 in Units of the Fund for the time periods indicated
and then sell all of your Units at the end of those periods; (ii) your investment has an annual 5% return (iii) you paid the
maximum annual management fee payable to Integra; and (iv) the Fund’s management expense ratio and operating
expenses for the Units during the 10-year period remain the same as they were in the last completed financial year of the
Fund.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


                        Time Period      Expenses Payable

                        One Year              $25.01
                                                                See “Fees and Expenses” on page 7 for more
                        Three Years           $78.84
                                                                information about the cost of investing in the
                        Five Years           $138.20            Integra Mutual Funds.

                        Ten Years            $314.57




50
                                               Analytic Core U.S. Equity Fund


                                     Analytic Core U.S. Equity Fund
     Fund Details

     Type of Fund:                               American Equity


     Start-up:                                   September 27, 2000 (Prior to this date, the Fund was a non-public mutual fund)


     Securities Offered:                         Units


     Registered Tax Plan Status:                 Not eligible as an investment for RRSPs, RRIFs, DPSPs, RESPs, LIFs, LRIFs and LIRAs.


     Investment Manager:                         Integra, Oakville, Ontario


     Portfolio Managers:                         • Integra, Oakville, Ontario
                                                 • Analytic Investors Inc.1, California, United States




What Does the Fund Invest in?

Investment Objectives
The Fund’s objective is to achieve long-term investment returns through a portfolio of U.S. equities traded on the Standard
& Poor’s 500 Composite Index, including Standard & Poor’s 500 Composite Index Depositary Receipts. The Fund may
hold an aggregate of up to 5% in cash or cash equivalents.

Unitholder approval is required prior to a change of investment objectives.

Investment Strategies
As Investment Manager, Integra has the authority to engage portfolio managers to provide it advice with respect to the
investment of the assets of the Fund. After an extensive and rigorous screening process Integra has retained the services of
Analytic, described below, as portfolio manager of the Fund.

The portfolio manager is authorized to keep a percentage of the assets it manages in cash or cash equivalents as an ongoing
strategy.

While no fixed percentage of the Fund’s net assets is dedicated to investing in the securities of other mutual funds, the
Fund may invest up to 10% of its investments in securities of other funds.

The Fund may enter into securities lending transactions. Securities lending transactions will be used in conjunction with
the Fund’s other investment strategies in a manner considered most appropriate by Integra to achieve the Fund’s
investment objectives and to enhance the Fund’s returns. For a description of securities lending transactions and the limits
placed on the Fund of entering into those transactions, please refer to page 10.




1
    Integra is responsible to the Fund for the advice provided by the portfolio manager. As Analytic is resident outside Canada and all or
    a substantial portion of its assets are situated outside Canada, there may be difficulty enforcing any legal rights against it.
                                                                                                                                             51
                                      Analytic Core U.S. Equity Fund


     Analytic Analytic believes that markets are complex and dynamic and that traditional investment strategies
     cannot add value consistently to Large Cap stock portfolios. Therefore, they specialize in sophisticated
     quantitative techniques, backed by continuous research, to deliver quality risk-adjusted performance regardless of
     the market cycle. Their core U.S. equity strategy uses a proprietary multi-factor return computer model coupled
     with sophisticated optimization techniques to consistently add value relative to the Standard & Poor’s 500
     Composite Index.


                                                       Top Ten Holdings
               The following investments represent the 10 largest holdings of the Fund as of July 31, 2005.

                                                                                     Amount (%) of Net
                                      Issuer                                          Assets Invested

                                1.    JOHNSON & JOHNSON                                      4.59
                                2.    WELLS FARGO & COMPANY                                  3.78
                                3.    EXXON MOBIL CORPORATION                                3.64
                                4.    MICROSOFT CORPORATION                                  3.40
                                5.    LOCKHEED MARTIN CORPORATION                            3.11
                                6.    CARDINAL HEALTH, INC.                                  3.11
                                7.    THE WALT DISNEY COMPANY                                3.08
                                8.    DOW CHEMICAL COMPANY                                   3.03
                                9.    CONOCOPHILLIPS COMPANY                                 2.88
                                10.   OCCIDENTAL PETROLEUM CORPORATION                       2.87

                          Note: This information may change due to ongoing transactions of the Fund. More current
                                information may be obtained by investors (if available) by contacting Integra.




What are the Risks of Investing in the Fund?
Most of the Fund’s assets will be invested, directly or indirectly, in common shares. As a result, the Fund is exposed to stock
market risk and specific issuer risk. As the Fund is investing in foreign securities it will also be subject to foreign security
risk and currency risk. The Fund may participate in securities lending. Accordingly, it may be subject to securities lending
risks. As at July 31, 2005 there were two substantial unitholders holding approximately 26% and 15% respectively of the
outstanding units of the Fund. Accordingly, the Fund is also subject to substantial unitholder risk. These risks are described
on page 2.

The Integra Balanced Fund may invest its assets directly in the Fund, and the amount and timing of such purchases and
redemptions may be material at any point in time. As a result, the Fund may have to alter its portfolio to accommodate
large fluctuations in assets.


Who should Invest in the Fund?
The Fund is designed for mid to long term investors seeking investment opportunities in the U.S. equity market. The Fund
is suitable for individuals with a medium to high tolerance for risk and who are at ease investing in stocks.




52
                                        Analytic Core U.S. Equity Fund


Past Performance                                                       %

                                                                      10
Year-By-Year Returns                                                                                               5.5
                                                                          5
                                                                                                                             1.6
The bar chart shows how the Fund’s performance
has varied from year to year for each of the years                        0
                                                                                               -0.5
indicated in the chart below. It shows in                              -5
percentage terms how an investment made on
                                                                                    -6.5
January 1st would have increased or decreased by                      -10
December 31st for each year.
                                                                      -15

                                                                      -20

                                                                      -25
                                                                                                      -25.4
                                                                      -30
                                                                                   Oct. to 01             02       03        04
                                                                                   Dec. 00

Overall Past Performance
The graph compares the growth of a hypothetical $10,000 investment in the Fund with the growth of two hypothetical
benchmarks referred to as (i) the Analytic Core U.S. Equity Benchmark, which reflects the market sectors in which the
Fund invests and which was created by using the assumptions that a portfolio was invested as to 95% in the securities in
the Standard & Poor’s 500 Composite Index and as to 5% in the securities in the Scotia Capital 91-day Government of
Canada Treasury Bill Total Return Index; and (ii) the Broad-Based Benchmark, which reflects the performance of the
overall financial market and which was created by using the assumption that a portfolio was invested as to 100% in the
securities in the Standard & Poor’s 500 Composite Index.



                     $10,000


                      $9,000


                      $8,000
                                                                                                                                       $7,450
                                                                                                                                       $7,374
                      $7,000                                                                                                           $7,186


                      $6,000
                               |    |   |    |      |   |     |   |   |       |     |      |     |    |        |    |    |         |


                                   01                   02                    03                      04                       05
                                   Sept. 30, 2000                                                         Dec. 31, 2004

              Analytic Core U.S. Equity Fund                Analytic Core U.S. Equity Benchmark                          Broad-Based Benchmark


             • The Scotia Capital 91-day Government of Canada Treasury Bill Total Return Index measures the total return of
               91-day Government of Canada treasury bills.
             • The Standard & Poor’s 500 Composite Index measures the return of 500 of the largest companies (by market
               capitalization) listed on U.S. stock exchanges. This index is generally considered representative of the U.S. large
               capitalization market.



                                                                                                                                                 53
                                                Analytic Core U.S. Equity Fund


                                                        Annual Compound Returns
     The table shows the Fund’s annual compound total return for each period, compared with the Fund benchmarks.

                                                Analytic Core U.S.          Analytic Core U.S.
                                                 Equity Fund (%)             Benchmark (%)               Broad-Based Benchmark (%)

                       One Year                        1.64                         2.82                             2.81

                       Three Years                    -7.15                         -5.41                            -5.87

                       Since Inception     1
                                                      -6.69                         -6.92                            -7.48
                       1
                           September 27, 2000



Distribution Policy
Each calendar year, the Fund distributes net income and net realized capital gains to Unitholders of the Fund to the extent
necessary to ensure the Fund does not pay ordinary income tax. Income distributions may be made on a monthly or
quarterly basis, depending on the level of income received by the Fund. At a minimum, the Fund will effect the distribution
on the last business day of the year or such other date as may be determined. Unless otherwise agreed, we automatically
reinvest your distributions by purchasing additional Units of the same Fund.


                                                                Financial Highlights

                                                The Fund’s distributions and net asset value per Unit

         Distributions                                  2004                2003                 2002               2001                2000

         Net Income                                  $3,147,970          $2,199,494          $2,636,923          $2,142,591           $994,465

         Realized Capital Gains (Losses)                 n/a                 n/a                  n/a                n/a             $1,130,149

         Return of Capital                               n/a                 n/a                  n/a                n/a                 n/a

         Total annual distributions    1
                                                     $3,147,970          $2,199,494          $2,636,923          $2,142,591          $2,124,614

         Net asset value at December 31                 $4.56               $4.57                $4.39              $5.97               $6.07

         1
             Table assumes all distributions have been reinvested.


                                                               Ratios and supplemental data

                                                        2004                2003                 2002               2001                2000

         Net Assets (000’s)   1
                                                      $182,251            $175,901            $162,903            $179,840            $112,769

         Number of Units outstanding       1
                                                     39,933,056          38,498,223          37,149,256          30,116,698          18,573,221

         Management Expense Ratio      2
                                                        2.22                2.21                 2.25               2.24                2.24

         Portfolio turnover rate  3
                                                       181.8%              243.4%              250.2%             247.0%              179.8%

         1
             As of December 31 each year.
         2
             Management expense ratio is based on total expenses for the stated period and is expressed as an annualized percentage of daily
             average net assets during the period.
         3
             The Fund’s portfolio turnover rate indicates how actively the Fund’s portfolio advisor manages its portfolio investments. A
             portfolio turnover rate of 100% is equivalent to the Fund buying and selling all of the securities in its portfolio once in the course
             of the year. The higher the Fund’s portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year,
             and the greater the chance of an investor receiving taxable distributions in the year. There is not necessarily a relationship
             between a high turnover rate and the performance of a mutual fund.




54
                                      Analytic Core U.S. Equity Fund


Fund Expenses Indirectly Borne by Investors
Mutual funds pay for some expenses out of fund assets. That means investors in a mutual fund indirectly pay for these
expenses through lower returns.

The table below is intended to help you compare the cumulative cost of investing in this Fund with the cost of investing
in other mutual funds. This example assumes that (i) you invest $1,000 in Units of the Fund for the time periods indicated
and then sell all of your Units at the end of those periods; (ii) your investment has an annual 5% return; (iii) you paid the
maximum annual management fee payable to Integra; and (iv) the Fund’s management expense ratio and operating
expenses for the Units during the 10-year period remain the same as they were in the last completed financial year of the
Fund.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


                        Time Period      Expenses Payable

                        One Year              $22.76
                                                                 See “Fees and Expenses” on page 7 for more
                        Three Years           $71.74
                                                                 information about the cost of investing in the
                        Five Years           $125.74             Integra Mutual Funds.

                        Ten Years            $286.21




                                                                                                                         55
                                      Acadian Core International Equity Fund


                           Acadian Core International Equity Fund
     Fund Details

     Type of Fund:                                International Equity


     Start-up:                                    September 27, 2000 (Prior to this date, the Fund was a non-public mutual fund)


     Securities Offered:                          Units


     Registered Tax Plan Status:                  Not eligible as an investment for RRSPs, RRIFs, DPSPs, RESPs, LIFs, LRIFs and LIRAs.


     Investment Manager:                          Integra, Oakville, Ontario


     Portfolio Managers:                          • Integra, Oakville, Ontario
                                                  • Acadian Asset Management Inc.1, Massachusetts, United States




What Does the Fund Invest in?

Investment Objectives
This Fund’s objective is to achieve long-term investment returns through a portfolio of international equities, which are
sufficiently diversified to minimize investment risk. To achieve its objective, the Acadian Core International Equity Fund
invests in equities issued by companies outside of North America, based primarily in Europe, Australia and the Far East.
The Fund may hold an aggregate of up to 15% in emerging markets and up to 5% in cash or cash equivalents.

Unitholder approval is required prior to a change of investment objectives.

Investment Strategies
As Investment Manager, Integra has the authority to engage portfolio managers to provide it advice with respect to the
investment of the assets of the Fund. After an extensive and rigorous screening process Integra has retained the services of
Acadian, described below, as portfolio manager of the Fund.

The portfolio manager is authorized to keep a percentage of the assets it manages in cash or cash equivalents as an ongoing
strategy. The Fund may use foreign exchange forward contracts for hedging purposes. In addition, the Fund may invest in
American Depository Receipts trading on recognized U.S. stock exchanges.

While no fixed percentage of the Fund’s net assets is dedicated to investing in the securities of other mutual funds, the
Fund may invest up to 10% of its investments in securities of other funds.




1
    Acadian is not fully subject to the requirements of the Securities Act (Ontario) concerning proficiency, capital, insurance, record keeping, segregation
    of funds and securities, statements of account and portfolio and conflicts of interest. Acadian is registered as investor advisor in the United States with
    the Securities Exchange Commission. As Acadian is resident outside of Canada and all or a substantial portion of its assets are situated outside of
    Canada, there may be difficulties enforcing any legal rights against it. The name and address of the agent for service of process of Acadian is available
    from the Ontario Securities Commission.



56
                              Acadian Core International Equity Fund


The Fund may enter into securities lending transactions. Securities lending transactions will be used in conjunction with
the Fund’s other investment strategies in a manner considered most appropriate by Integra to achieve the Fund’s
investment objectives and to enhance the Fund’s returns. For a description of securities lending transactions and the limits
placed on the Fund of entering into those transactions, please refer to page 10.

    Acadian has an active, bottom-up strategy with a strong value orientation and focuses on attractive stocks across
    the range of the capitalization spectrum. Their strategy incorporates both active stock valuation and active
    country and sector valuation techniques to target a diverse array of under-valued stocks with positive earnings
    trends and prospects.


                                                          Top Ten Holdings
               The following investments represent the 10 largest holdings of the Fund as of July 31, 2005.

                                                                                         Amount (%) of Net
                                   Issuer                                                 Assets Invested

                             1.    AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED               3.08
                             2.    CANON INC.                                                    3.06
                             3.    ROYAL BANK OF SCOTLAND GROUP PLC                              2.52
                             4.    TOTAL SA                                                      2.47
                             5.    HBOS PLC                                                      2.39
                             6.    CONTINENTAL AG                                                2.21
                             7.    REPSOL YPF, SA                                                2.14
                             8.    ING GROEP N.V.                                                2.13
                             9.    ASTRAZENECA PLC                                               2.06
                             10.   VIVENDI UNIVERSAL SA                                          1.96

                          Note: This information may change due to ongoing transactions of the Fund. More current
                                information may be obtained by investors (if available) by contacting Integra.




What are the Risks of Investing in the Fund?
Most of the Fund’s assets will be invested, directly or indirectly, in common shares issued by companies in Europe, Australia
and the Far East. As a result, the Fund is exposed to stock market risk, specific issuer risk and liquidity risk. As the Fund is
investing in foreign securities, it will be subject to foreign security risk and currency risk. The Fund may also invest in
American Depository Receipts and would therefore be exposed to ADR risk. The Fund may participate in securities
lending. Accordingly, it may be subject to securities lending risks. As at July 31, 2005 there was one substantial unitholder
holding approximately 14% of the outstanding units of the Fund. Accordingly, the Fund is also subject to substantial
unitholder risk. These risks are described on page 2.

The Integra Balanced Fund may invest its assets directly in the Fund, and the amount and timing of such purchases and
redemptions may be material at any point in time. As a result, the Fund may have to alter its portfolio to accommodate
large fluctuations in assets.


Who should Invest in the Fund?
This Fund may be suitable for growth-oriented individuals with a high tolerance for risk and volatility and who have longer
investment time horizons. Conservative investors may choose to invest a small component of their total portfolio in this
Fund to provide portfolio diversification.


                                                                                                                            57
                                   Acadian Core International Equity Fund

Past Performance                                                        %

                                                                       20                                         17.5
Year-By-Year Returns                                                                                                     15.4
                                                                       15
The bar chart shows how the Fund’s performance
                                                                       10
has varied from year to year for each of the years
indicated in the chart below. It shows in                               5
percentage terms how an investment made on                              0
January 1st would have increased or decreased by
                                                                        -5
December 31st for each year.                                                       -4.1
                                                                       -10
                                                                                                      -10.1
                                                                       -15

                                                                       -20
                                                                                              -20.0
                                                                       -25
                                                                                  Oct. to 01           02         03         04
                                                                                  Dec. 00

Overall Past Performance
The graph compares the growth of a hypothetical $10,000 investment in the Fund with the growth of two hypothetical
benchmarks referred to as (i) the Acadian Core International Equity Benchmark, which reflects the market sectors in
which the Fund invests and which was created by using the assumptions that a portfolio was invested as to 90% in the
securities in the Morgan Stanley Capital International Europe Australia Far East Index and as to 10% in the securities in
the Scotia Capital 91-day Government of Canada Treasury Bill Total Return Index; and (ii) the Broad-Based Benchmark,
which reflects the performance of the overall financial market and which was created by using the assumption that a portfolio
was invested as to 100% in the securities in the Morgan Stanley Capital International Europe Australia Far East Index.



                     $10,000

                                                                                                                                       $9,365
                      $9,000                                                                                                           $8,943
                                                                                                                                       $8,656

                      $8,000


                      $7,000


                      $6,000
                               |     |   |    |      |   |     |   |    |    |      |     |      |     |      |     |    |        |


                                    01                   02                  03                       04                          05
                                    Sept. 30, 2000                                                         Dec. 31, 2004

              Acadian Core Int‘l Equity Fund                 Acadian Core Int‘l Equity Benchmark                         Broad-Based Benchmark


             • The Scotia Capital 91-day Government of Canada Treasury Bill Total Return Index measures the total return of
               91-day Government of Canada treasury bills.
             • The Morgan Stanley Capital International (MSCI) Europe Australia Far East (EAFE) Index measures the total
               return of major equity securities in Europe, Australia and the Far East.




58
                                         Acadian Core International Equity Fund


                                                           Annual Compound Returns
The table shows the Fund’s annual compound total return for each period ended December 31, compared with the Fund
benchmarks.
                                              Acadian Core International       Acadian Core International
                                                   Equity Fund (%)               Equity Benchmark (%)           Broad-Based Benchmark (%)

                  One Year                              15.39                              11.00                             11.91

                  Three Years                           6.84                               2.24                              2.07

                   Since Inception   1
                                                        -1.53                              -2.59                             -3.34
                   1
                       September 27, 2000



Distribution Policy
Each calendar year, the Fund distributes net income and net realized capital gains to Unitholders of the Fund to the extent
necessary to ensure the Fund does not pay ordinary income tax. Income distributions may be made on a monthly or
quarterly basis, depending on the level of income received by the Fund. At a minimum, the Fund will effect the distribution
on the last business day of the year or such other date as may be determined. Unless otherwise agreed, we automatically
reinvest your distributions by purchasing additional Units of the same Fund.


                                                                      Financial Highlights

                                                   The Fund’s distributions and net asset value per Unit

         Distributions                                      2004                2003                 2002            2001               2000

         Net Income                                      $2,617,775           $1,811,232           $1,624,863      $1,592,586        $1,373,802

         Realized Capital Gains (Losses)                       n/a               n/a                  n/a             n/a                n/a

         Return of Capital                                     n/a               n/a                  n/a             n/a                n/a

         Total annual distributions       1
                                                         $2,617,775           $1,811,232           $1,624,863      $1,592,586        $1,373,802

         Net asset value at December 31                     $4.62               $4.11                $3.56           $4.05              $5.17

         1
             Table assumes all distributions have been reinvested.


                                                                     Ratios and supplemental data

                                                            2004                2003                 2002            2001               2000

         Net Assets (000’s)  1
                                                          $116,567             $90,543              $78,156         $76,332           $111,760

         Number of Units outstanding          1
                                                         25,209,308           22,050,753           21,925,541      18,853,926        21,629,836

         Management Expense Ratio         2
                                                            0.25                 0.31                 0.30            0.21              2.27

         Portfolio turnover rate 3
                                                           136.0%               76.7%               126.6%          139.3%             41.6%

         1
             As of December 31 each year.
         2
             Management expense ratio is based on total expenses for the stated period and is expressed as an annualized percentage of daily
             average net assets during the period.
         3
             The Fund’s portfolio turnover rate indicates how actively the Fund’s portfolio advisor manages its portfolio investments. A
             portfolio turnover rate of 100% is equivalent to the Fund buying and selling all of the securities in its portfolio once in the course
             of the year. The higher the Fund’s portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year,
             and the greater the chance of an investor receiving taxable distributions in the year. There is not necessarily a relationship
             between a high turnover rate and the performance of a mutual fund.




                                                                                                                                                      59
                              Acadian Core International Equity Fund


Fund Expenses Indirectly Borne by Investors
Mutual funds pay for some expenses out of fund assets. That means investors in a mutual fund indirectly pay for these
expenses through lower returns.

The table below is intended to help you compare the cumulative cost of investing in this Fund with the cost of investing
in other mutual funds. This example assumes that (i) you invest $1,000 in Units of the Fund for the time periods indicated
and then sell all of your Units at the end of those periods; (ii) your investment has an annual 5% return; (iii) you paid the
maximum annual management fee payable to Integra; and (iv) the Fund’s management expense ratio and operating
expenses for the Units during the 10-year period remain the same as they were in the last completed financial year of the
Fund.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


                        Time Period      Expenses Payable

                        One Year              $2.56
                                                                 See “Fees and Expenses” on page 7 for more
                        Three Years           $8.08
                                                                 information about the cost of investing in the
                        Five Years            $14.16             Integra Mutual Funds.

                        Ten Years             $32.23




60
                                            NWQ U.S. Large Cap Value Fund


                                  NWQ U.S. Large Cap Value Fund
     Fund Details

     Type of Fund:                             American Equity


     Start-up:                                 October 4, 2001


     Securities Offered:                       Units


     Registered Tax Plan Status:               Not eligible as an investment for RRSPs, RRIFs, DPSPs, RESPs, LIFs, LRIFs and LIRAs.


     Investment Manager:                       Integra, Oakville, Ontario


     Portfolio Managers:                       • Integra, Oakville, Ontario
                                               • NWQ Investment Management Company LLC,1 California, United States




What Does the Fund Invest in?

Investment Objectives
This Fund’s objective is to achieve long-term investment returns through a portfolio of U.S. equities, which are sufficiently
diversified to minimize investment risk. To achieve its objective, the NWQ U.S. Large Cap Value Fund invests in equities
of medium to large capitalized companies based in the United States. The Fund may hold an aggregate of up to 5% in cash
or cash equivalents.

Unitholder approval is required prior to a change of investment objectives.

Investment Strategies
As Investment Manager, Integra has the authority to engage portfolio managers to provide it advice with respect to the
investment of the assets of the Fund. After an extensive and rigorous screening process Integra has retained the services of
NWQ, described below, as portfolio manager of the Fund.

The portfolio manager is authorized to keep a percentage of the assets it manages in cash or cash equivalents as an ongoing
strategy. The Fund may use foreign exchange forward contracts for hedging purposes. In addition, the Fund may invest in
American Depository Receipts trading on recognized U.S. stock exchanges.

While no fixed percentage of the Fund’s net assets is dedicated to investing in the securities of other mutual funds, the
Fund may invest up to 10% of its investments in securities of other funds.

The Fund may enter into securities lending transactions. Securities lending transactions will be used in conjunction with
the Fund’s other investment strategies in a manner considered most appropriate by Integra to achieve the Fund’s
investment objectives and to enhance the Fund’s returns. For a description of securities lending transactions and the limits
placed on the Fund of entering into those transactions, please refer to page 10.




1
    Integra is responsible to the Fund for the advice provided by the portfolio manager. As NWQ is resident outside Canada and all or
    a substantial portion of its assets are situated outside Canada, there may be difficulty enforcing any legal rights against it.
                                                                                                                                        61
                                      NWQ U.S. Large Cap Value Fund


     NWQ’s expertise is in managing value-oriented equity portfolios that seek undervalued mid-sized and large
     companies with identifiable catalysts expected to improve profitability and unlock value. Their research team
     performs extensive bottom-up research on companies and industries, focusing on qualitative factors such as
     restructuring, management strength, shareholder orientation and the ability to capitalize on improving industry
     fundamentals. In addition, a broad range of quantitative valuation screens are applied – price-to-cash flow, price-
     to-book, price-to-earnings and quality of earnings. The portfolio is well diversified across 35-55 companies
     representing the best risk/return characteristics.



                                                       Top Ten Holdings
               The following investments represent the 10 largest holdings of the Fund as of July 31, 2005.

                                                                                     Amount (%) of Net
                                      Issuer                                          Assets Invested

                                1.    KERR-MCGEE CORPORATION                                 4.72
                                2.    COMPUTER ASSOCIATES INTERNATIONAL INC.                 4.29
                                3.    COUNTRYWIDE FINANCIAL CORPORATION                      3.83
                                4.    ALTRIA GROUP, INC.                                     3.80
                                5.    AGILENT TECHNOLOGIES, INC.                             3.70
                                6.    NOBLE ENERGY, INC.                                     3.57
                                7.    FANNIE MAE                                             3.39
                                8.    MOTOROLA, INC.                                         3.24
                                9.    CASH & EQUIVALENTS                                     3.00
                                10.   VIACOM, INC.                                           2.96

                          Note: This information may change due to ongoing transactions of the Fund. More current
                                information may be obtained by investors (if available) by contacting Integra.




What are the Risks of Investing in the Fund?
Most of the Fund’s assets will be invested, directly or indirectly, in U.S. common shares. As a result, the Fund is exposed
to stock market risk and specific issuer risk. As the Fund is investing in foreign securities, it will be subject to foreign
security risk and currency risk. The Fund may also invest in American Depository Receipts and would therefore be exposed
to ADR risk. The Fund may participate in securities lending. Accordingly, it may be subject to securities lending risks. As
at July 31, 2005 there were three substantial unitholders holding approximately 39%, 26% and 20% respectively of the
outstanding units of the Fund. Accordingly, the Fund is also subject to substantial unitholder risk. These risks are described
on page 2.

The Integra Equity Fund may invest its assets directly in the Fund, and the amount and timing of such purchases and
redemptions may be material at any point in time. As a result, the Fund may have to alter its portfolio to accommodate
large fluctuations in assets.


Who should Invest in the Fund?
The Fund is designed for mid to long term investors seeking investment opportunities in the U.S. equity market. The Fund
is suitable for individuals with a medium to high tolerance for risk and who are at ease investing in stocks.




62
                                         NWQ U.S. Large Cap Value Fund


Past Performance                                                     %

                                                                    15
Year-By-Year Returns                                                                               10.8 11.3
                                                                    10
The bar chart shows how the Fund’s performance                                     6.1
has varied from year to year for each of the years                       5
indicated in the chart below. It shows in
percentage terms how an investment made on                               0
January 1st would have increased or decreased by
December 31st for each year.                                         -5

                                                                    -10

                                                                    -15
                                                                                           -15.0
                                                                    -20
                                                                                 Nov. to    02      03          04
                                                                                 Dec. 01

Overall Past Performance
The graph compares the growth of a hypothetical $10,000 investment in the Fund with the growth of two hypothetical
benchmarks referred to as (i) the NWQ U.S. Large Cap Value Fund Benchmark, which reflects the market sectors in which
the Fund invests and which was created by using the assumptions that a portfolio was invested as to 95% in the securities
in the Russell 1000 Index and as to 5% in the securities in the Scotia Capital 91-day Government of Canada Treasury Bill
Total Return Index; and (ii) the Broad-Based Benchmark, which reflects the performance of the overall financial market
and which was created by using the assumption that a portfolio was invested as to 100% in the securities of the Standard
& Poor’s 500 Composite Index.



                     $12,000

                     $11,000                                                                                                   $11,125


                     $10,000
                                                                                                                               $9,414
                      $9,000                                                                                                   $9,115


                      $8,000

                      $7,000
                               |     |     |        |   |       |    |       |       |       |      |       |        |     |

                                    02                         03                           04                            05

                                   Sept. 30, 2001                                                       Dec. 31, 2004

            NWQ U.S. Large Cap Value Fund                   NWQ U.S. Large Cap Value Benchmark                           Broad-Based Benchmark


             • The Russell 1000 Composite Index measures the total return of the 1,000 largest companies in the Russell 3000
               Index, a broad market index of the 3,000 U.S. companies with the highest market capitalization.
             • The Scotia Capital 91-day Government of Canada Treasury Bill Total Return Index measures the total return of
               91-day Government of Canada treasury bills.
             • The Standard & Poor’s 500 Composite Index measures the return of 500 of the largest companies (by market
               capitalization) listed on U.S. stock exchanges. This index is generally considered representative of the U.S. large
               capitalization market

                                                                                                                                                 63
                                             NWQ U.S. Large Cap Value Fund


                                                        Annual Compound Returns
The table shows the Fund’s annual compound total return for each period ended December 31, compared with the Fund
benchmarks.
                                              NWQ U.S. Large
                                               Cap Value (%)               NWQ Benchmark (%)           Broad-Based Benchmark (%)

                     One Year                          11.31                      3.27                              2.81

                     Three Years                       1.58                      -4.79                              -5.87

                     Since Inception                   3.22                      -1.11                              -2.11




Distribution Policy
Each calendar year, the Fund distributes net income and net realized capital gains to Unitholders of the Fund to the extent
necessary to ensure the Fund does not pay ordinary income tax. Income distributions may be made on a monthly or
quarterly basis, depending on the level of income received by the Fund. At a minimum, the Fund will effect the distribution
on the last business day of the year or such other date as may be determined. Unless otherwise agreed, we automatically
reinvest your distributions by purchasing additional Units of the same Fund.


                                                               Financial Highlights

                                              The Fund’s distributions and net asset value per Unit

                 Distributions                                    2004               2003                2002                 2001

                 Net Income                                     $1,260,868        $484,341             $332,663             $28,654

                 Realized Capital Gains                         $467,438              n/a                 n/a               $112,213

                 Return of Capital                                 n/a                n/a                 n/a                  n/a

                 Total annual distributions    1
                                                                $1,728,306        $484,341             $332,663             $140,867

                 Net asset value at December 31                   $6.33             $5.83                $5.33               $6.34

                 1
                     Table assumes all distributions have been reinvested.


                                                               Ratios and supplemental data

                                                                  2004               2003                2002                 2001

                 Net Assets (000’s)  1
                                                                 $71,216           $40,157             $29,578              $18,353

                 Number of Units outstanding       1
                                                                11,253,240       $6,889,973           5,552,603             2,896,558

                 Management Expense Ratio      2
                                                                   0.27              0.36                0.41                 0.05

                 Portfolio turnover rate 3
                                                                  24.3%             19.3%               16.9%                 2.9%

                 1
                     As of December 31 each year.
                 2
                     Management expense ratio is based on total expenses for the stated period and is expressed as an annualized
                     percentage of daily average net assets during the period.
                 3
                     The Fund’s portfolio turnover rate indicates how actively the Fund’s portfolio advisor manages its portfolio
                     investments. A portfolio turnover rate of 100% is equivalent to the Fund buying and selling all of the securities
                     in its portfolio once in the course of the year. The higher the Fund’s portfolio turnover rate in a year, the greater
                     the trading costs payable by the Fund in the year, and the greater the chance of an investor receiving taxable
                     distributions in the year. There is not necessarily a relationship between a high turnover rate and the
                     performance of a mutual fund.




64
                                      NWQ U.S. Large Cap Value Fund


Fund Expenses Indirectly Borne by Investors
Mutual funds pay for some expenses out of fund assets. That means investors in a mutual fund indirectly pay for these
expenses through lower returns.

The table below is intended to help you compare the cumulative cost of investing in this Fund with the cost of investing
in other mutual funds. This example assumes that (i) you invest $1,000 in Units of the Fund for the time periods indicated
and then sell all of your Units at the end of those periods; (ii) your investment has an annual 5% return; (iii) you paid the
maximum annual management fee payable to Integra; and (iv) the Fund’s management expense ratio and operating
expenses for the Units during the 10-year period remain the same as they were in the last completed financial year of the
Fund.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


                        Time Period      Expenses Payable

                        One Year              $2.77
                                                                 See “Fees and Expenses” on page 7 for more
                        Three Years           $8.72
                                                                 information about the cost of investing in the
                        Five Years            $15.29             Integra Mutual Funds.

                        Ten Years             $34.81




                                                                                                                         65
                                            Integra Mutual Funds


                                       Integra Mutual Funds
Additional information about the Integra Mutual Funds is available in the Funds’ Annual Information Form, management
reports of fund performance (commencing in 2006) and financial statements. These documents are incorporated by
reference into this Simplified Prospectus, which means that they legally form part of this document just as if they were
printed as part of this document.

You can get a copy of these documents at your request, and at no cost, by calling 1-877-799-1942 or from your dealer. These
documents and other information about the Integra Mutual Funds, such as information circulars and material contracts,
are also available on the Integra website www.integra.com or at www.sedar.com




                                               Integra Capital Limited


     Oakville                     Toronto                       Montréal                           Calgary

     2020 Winston Park Drive      33 Yonge Street               1002 Sherbrooke Street West        144-4th Avenue S.W.
     Suite 200                    Suite 402                     Suite 1400                         Suite 2600
     Oakville, Ontario            Toronto, Ontario              Montréal, Québec                   Calgary, Alberta
     L6H 6X7                      M5E 1S9                       H3A 3L6                            T2P 3N4
     Tel: (905) 829-1131          Tel: (416) 360-1551           Tel: (514) 288-3535                Tel: (403) 237-0200
     Fax: (905) 892-0726          Fax: (416) 365-0176           Fax: (514) 288-2822                Fax: (403) 237-0677
     Toll-Free: 1-800-363-2480    Toll-Free: 1-877-799-1942     Toll-Free: 1-800-896-3535




66

				
DOCUMENT INFO
Shared By:
Categories:
Tags:
Stats:
views:8
posted:12/17/2011
language:
pages:69