REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 Stelzer Road
Columbus, Ohio 43219-3035
Dear Shareholder:
The enclosed proxy materials relate to a joint Special Meeting of the
Shareholders (the "Meeting") of the Republic Funds and the Republic Advisor
Funds Trust (collectively, the "Companies"), to be held on November 21, 1997 at
10:00 a.m., Eastern time, at 3435 Stelzer Road, Columbus, Ohio 43219-3035.
The purpose of the Meeting is to allow you to consider the following
proposals with respect to the Companies or with respect to one or more of their
respective series or portfolios (each a "Fund" and collectively the "Funds")
and, for those Funds ("Feeder Funds") that seek to achieve their investment
objectives by investing in a series of Republic Portfolios (each a "Portfolio"
and collectively the "Portfolios"), with respect to the corresponding
Portfolios: (i) to approve certain changes to the fundamental investment
restrictions of the Funds and the Portfolios; (ii) to approve new investment
advisory contracts with Republic National Bank of New York ("Republic") and
related new sub-advisory contracts, authorizing Republic to retain and discharge
sub-advisers without the necessity of obtaining shareholder approval, subject to
receipt of an exemptive order from the Securities and Exchange Commission (the
"SEC"); (iii) in the event the requested exemptive relief is not obtained or the
new advisory contracts and sub-advisory contracts are not approved by
shareholders, to ratify continuation of the existing investment advisory and
sub-advisory contracts; and (iv) to ratify the selection of independent auditors
for the current fiscal year. The Board of Trustees of your Fund unanimously
recommends that you approve these proposals.
The Boards of Trustees of each Company and of Republic Portfolios have
approved revisions to the respective fundamental restrictions of each Fund and
each Portfolio in order to simplify, modernize and make more uniform those
investment restrictions that are required to be fundamental, and to eliminate
those fundamental restrictions that are not legally required. The Boards
anticipate that these changes will allow greater investment flexibility to
respond to future investment opportunities, without a material change in the
level of investment risk associated with an investment in any of the Funds.
The Boards believe that allowing Republic to hire and terminate
sub-advisers without obtaining shareholder approval will increase managerial
flexibility with respect to the Funds, and avoid the costs of obtaining
shareholder approval each time a new sub-adviser is retained or discharged. The
Boards also believe that this enhanced "manager of managers" structure will
enable the Funds to operate in a less costly and more efficient manner. In the
event, however, that either the SEC does not grant the exemptive relief
necessary to implement this structure or you do not approve it, the Boards ask
that you ratify the continuation of the existing advisory and sub-advisory
contracts.
Finally, the Boards ask that you ratify the selection of independent
auditors for the current fiscal year.
I am very pleased to present these proposals for your approval. After
reviewing these matters, the Boards approved them unanimously, and now ask that
you vote FOR each proposal. For more information about the proposals which
require your vote, please refer to the accompanying proxy materials. Please take
the time to review the enclosed proxy materials and vote your shares today by
signing and returning each enclosed proxy card in the postage prepaid envelope
provided. Please make the effort to complete, sign, date and mail each enclosed
proxy card promptly, in order to avoid the expense of additional mailings and
proxy solicitations.
An outside firm that specializes in proxy solicitation has been
retained to assist us with any necessary follow-up. If we have not received your
vote as the meeting date approaches, you may receive a telephone call from
____________ to ask for your vote. We hope that their telephone call does not
inconvenience you.
Thank you in advance for your prompt attention to this matter and for
your continued investment in the Funds.
Sincerely,
George O. Martinez
President and Secretary
<PAGE>
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 Stelzer Road
Columbus, Ohio 43219-3035
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
To be held on November 21, 1997
NOTICE IS HEREBY GIVEN that a joint Special Meeting of the shareholders
(the "Meeting") of the above-listed investment companies (the "Companies") will
be held at 10:00 a.m., Eastern time, on November 21, 1997 at 3435 Stelzer Road,
Columbus, Ohio 43219-3035 for the purpose of considering the following proposals
with respect to one or more of the respective series or portfolios (each a
"Fund" and collectively the "Funds") of the Companies and, for those Funds
("Feeder Funds") that seek to achieve their investment objectives by investing
in a series of Republic Portfolios (each a "Portfolio" and collectively the
"Portfolios"), with respect to the corresponding Portfolios:
1. To approve certain changes to the fundamental investment restrictions of
the Funds and the Portfolios;
2. To approve new investment advisory contracts with Republic National Bank of
New York ("Republic") and related new sub-advisory contracts, authorizing
Republic to retain and discharge sub-advisers without the necessity of
obtaining shareholder approval, subject to receipt of an exemptive order
from the Securities and Exchange Commission (the "SEC");
3. In the event the requested exemptive relief is not obtained or the new
advisory contracts and sub-advisory contracts are not approved by
shareholders, to ratify continuation of the existing investment advisory
and sub-advisory contracts;
4. To ratify the selection of independent auditors for the current fiscal
year; and
5. To transact such other business as may properly come before the Meeting and
any adjournment thereof.
This is a combined Notice and Proxy Statement for the Funds. The
shareholders of each Fund will vote only on those matters being considered by
their Fund and, in the case of a Feeder Fund, the corresponding Portfolio. If
you own shares of more than one of the Funds, you have received a separate proxy
for each Fund. Please complete, sign and return all proxies.
Shareholders of record as of the close of business on September 30,
1997 are the only persons entitled to notice of, and to vote at, the Meeting or
any adjournment thereof. You are cordially invited to attend the Meeting. All
shareholders are requested to complete, sign and return each enclosed proxy card
promptly. The Board of Trustees of each Company unanimously recommends that you
cast your vote "FOR" each of the proposals.
PLEASE RESPOND - YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, PLEASE COMPLETE, SIGN, AND MAIL EACH PROXY IN THE ENVELOPE
PROVIDED.
By Order of the Boards of Trustees
George O. Martinez,
President and Secretary
Columbus, Ohio
October 13, 1997
<PAGE>
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 Stelzer Road
Columbus, Ohio 43219-3035
______________________________
PROXY STATEMENT
Joint Special Meeting of Shareholders to be held on November 21, 1997
______________________________
This proxy statement is furnished in connection with the solicitation
of proxies on behalf of the Boards of Trustees of the above-listed investment
companies (the "Companies"), for use at a joint Special Meeting of Shareholders
(the "Meeting") of the Companies to be held at 10:00 a.m., Eastern time, on
November 21, 1997 at 3435 Stelzer Road, Columbus, Ohio 43219-3035, and at any
adjournment thereof, for the purposes set forth in the accompanying Notice of
Meeting ("Notice"). The date of the first mailing of this proxy statement was on
or about October 13, 1997.
Each Company is composed of one or more separate series or portfolios
each of which is referred to herein as a "Fund." Each Company is a registered,
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and is organized as a Massachusetts business trust.
Certain of the Funds ("Feeder Funds") seek to achieve their investment objective
by investing in a series of Republic Portfolios (each a "Portfolio" and
collectively the "Portfolios"), which also is a registered, management
investment company under the 1940 Act. Under the rules applicable to
Master-Feeder Fund relationships, whenever a Feeder Fund is requested to vote on
a matter pertaining to a Portfolio, the Feeder Fund shall hold a meeting of its
Shareholders to consider the matter. Accordingly, the Shareholders of each
Feeder Fund are also being asked to vote on the proposals insofar as they relate
to the Portfolio in which the Feeder Fund invests.
The table below sets forth the proposals on which shareholders of each
Fund will vote. For those Funds that are Feeder Funds the corresponding
Portfolio is indicated parenthetically and the table identifies which proposals
relate to the Portfolio.
REPUBLIC FUNDS PROPOSALS
U.S. Government Money Market Fund 1, 2, 3 and 4
New York Tax-Free Money Market Fund 1, 2, 3 and 4
New York Tax-Free Bond Fund 1, 2, 3 and 4
Equity Fund 1, 2, 3 and 4
Bond Fund (Fixed Income Portfolio) 1 (Fund and Portfolio)
2 (Portfolio Only)
3 (Portfolio Only)
4 (Fund Only)
Overseas Equity Fund (International 1 (Fund and Portfolio)
Equity Portfolio) 2 (Portfolio Only)
3 (Portfolio Only)
4 (Fund Only)
Opportunity Fund (Small Cap Equity Portfolio) 1 (Fund and Portfolio)
2 (Portfolio Only)
3 (Portfolio Only)
4 (Fund Only)
REPUBLIC ADVISOR FUNDS TRUST PROPOSALS
Fixed Income Fund (Fixed Income Portfolio) 1 (Fund and Portfolio)
2 (Portfolio Only)
3 (Portfolio Only)
4 (Fund Only)
International Equity Fund (International 1 (Fund and Portfolio)
Equity Portfolio) 2 (Portfolio Only)
3 (Portfolio Only)
4 (Fund Only)
Small Cap Equity Fund (Small Cap Equity Portfolio) 1 (Fund and Portfolio)
2 (Portfolio Only)
3 (Portfolio Only)
4 (Fund Only)
Copies of each Fund's most recent annual and semi-annual reports,
including financial statements, previously have been sent to shareholders.
Copies of the reports are available without charge upon request to the Companies
by calling (888) 525-5757 or by writing to the above address.
Shareholders of record at the close of business on September 30, 1997
(the "Record Date") are entitled to notice of, and to vote at, the Meeting.
Approval of each of Proposals 1-3 requires a vote of 67% or more of the voting
securities present at the Meeting, if the holders of more than 50% of the
outstanding voting securities of a Fund are present or represented by proxy at
the Meeting; or the vote of more than 50% of the outstanding voting securities
of the Fund, whichever is less ("Majority Shareholder Vote"). Approval of
Proposal 4 requires a vote of a majority of the votes of each Company
represented at the meeting; provided at least a quorum is represented in person
or by proxy.
With respect to the proposals affecting the Portfolios on which the
shareholders of the Feeder Funds are being asked to vote, the Feeder Fund will
cast all of its votes at the meeting of investors in the Portfolio in the same
proportion as the votes of the Feeder Fund's Shareholders even if all Feeder
Fund Shareholders did not vote. Each Portfolio, however, has more than one
feeder fund investor and accordingly, it is possible that the shareholders of a
single Feeder Fund may vote differently than the other investors in the
Portfolio. In such event, although the Trustees of the Feeder Fund may determine
to withdraw a Feeder Fund's investment in its corresponding Portfolio, the
Trustees currently anticipate that they will continue to invest in the
corresponding Portfolio.
Exhibit A hereto sets forth for each Fund as of the close of business
on the Record Date, the number of shares outstanding and those persons that, to
the knowledge of the Trust, owned 5% or more of the outstanding shares.
<PAGE>
PROPOSALS
Introduction
The purpose of the Meeting is to allow the Shareholders to consider
several proposals with respect to the Funds and, in the case of the Feeder
Funds, the corresponding Portfolios. First, the Boards of Trustees propose
certain changes to the fundamental investment restrictions of each Fund and, in
the case of the Feeder Funds, each corresponding Portfolio. These changes are
desirable in order to simplify, modernize and make more uniform those investment
restrictions that are required to be fundamental, and to eliminate those
restrictions that are not legally required. The Boards anticipate that the
changes will allow the Funds greater investment flexibility to respond to future
investment opportunities. At the same time, the Boards do not anticipate any
material change in the level of investment risk associated with an investment in
any of the Funds as a result of these proposed changes.
Second, the Boards propose that the existing investment advisory
arrangements be amended to provide Republic National Bank of New York
("Republic") greater management flexibility. Republic is the investment manager
for each of the Portfolios in which the Feeder Funds invest (the Feeder Funds do
not have separate investment advisory contracts) and for each Fund that is not a
Feeder Fund, pursuant to contracts entered with Republic Portfolios and Republic
Funds, respectively. The mailing address of Republic is 452 Fifth Avenue, New
York, New York 10018. As investment manager, Republic has entered into
sub-advisory contracts with non-affiliated investment firms (the "Sub-Advisers")
with respect to each of the Portfolios and the Equity Fund (collectively the
"Sub-Advised Funds"). To provide Republic greater management flexibility with
respect to the Sub-Advised Funds as well as the other Funds which currently are
managed directly by Republic but could at a later date be managed by a
sub-adviser, the Boards propose that the existing investment advisory contracts
with Republic, as well as the related sub-advisory contracts between Republic
and the Sub-advisers, be amended to authorize Republic to retain and discharge
sub-advisers without obtaining Shareholder approval. That authority would be
contingent upon the receipt by Republic of an exemptive order from the
Securities and Exchange Commission (the "SEC") allowing such an arrangement. The
Boards believe that allowing Republic to hire and terminate sub-advisers without
obtaining shareholder approval will increase managerial flexibility with respect
to the Funds, and avoid the costs of obtaining shareholder approval each time a
new sub-adviser is retained or discharged. The advisory and sub-advisory
contracts would in all other material respects be substantially similar to those
currently in place.
Third, in the event that the SEC does not grant the requested exemptive
relief or, alternatively, the shareholders do not approve the new advisory and
sub-advisory agreements, or both, the Trustees believe that the advisory and
sub-advisory contracts that are currently in place should be continued. Proposal
3 requests that you ratify the continuation of those contracts in the event that
either Proposal 2 is not approved or the SEC does not grant Republic the
exemptive relief requested.
Fourth, the Trustees seek Shareholder ratification of the selection of
independent auditors for each Fund for the current fiscal year. The auditors for
each Fund are responsible for conducting an independent audit of each Fund's
financial statements for each year and for preparing each Fund's federal and
state income tax returns.
<PAGE>
PROPOSAL 1
CHANGES TO CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS
Relevant Funds All Funds and Portfolios.
Discussion
Reasons for the Proposed Changes
Pursuant to the 1940 Act, each of the Funds and, in the case of the
Feeder Funds, the corresponding Portfolios has adopted certain fundamental
investment restrictions and policies ("fundamental restrictions"), which are set
forth in the Fund's prospectus or statement of additional information, and which
may be changed only with Shareholder approval. Restrictions and policies that a
Fund or Portfolio has not specifically designated as being fundamental are
considered to be "non-fundamental" and may be changed by the appropriate Board
without Shareholder approval.
Certain of the fundamental restrictions that the Funds and Portfolios
adopted reflect regulatory, business or industry conditions, practices or
requirements that are no longer in effect. Other fundamental restrictions
reflect regulatory requirements which remain in effect, but which are not
required to be fundamental restrictions. Also, as new Funds have been created
over a period of years, substantially similar fundamental restrictions often
have been phrased in slightly different ways, sometimes resulting in minor but
unintended differences in effect or potentially giving rise to unintended
differences in interpretation.
Accordingly, the Boards have approved revisions to their respective
Funds' and, in the case of the Feeder Funds, the corresponding Portfolios',
fundamental restrictions in order to simplify, modernize and make more uniform
those investment restrictions that are required to be fundamental, and to
eliminate those fundamental restrictions that are not legally required.
The Boards believe that eliminating the disparities among the Funds'
fundamental restrictions will enhance management's ability to manage efficiently
and effectively the Funds' assets in changing regulatory and investment
environments. In addition, by reducing to a minimum those policies that can be
changed only by Shareholder vote, each Fund and Portfolio will more often be
able to avoid the costs and delays associated with a Shareholder meeting when
making changes to its investment policies that, at a future time, its Board
considers desirable. Although the proposed changes in fundamental restrictions
will allow the Funds and Portfolios greater investment flexibility to respond to
future investment opportunities, the Boards do not anticipate that the changes,
individually or in the aggregate, will result at this time in a material change
in the level of investment risk associated with an investment in any Fund.
The text of each proposed change to the Funds' and Portfolios'
fundamental restrictions is set forth below. Part A sets forth the fundamental
investment restrictions proposed for approval and Part B sets forth those other
current fundamental investment restrictions which are proposed for elimination.
Shareholders should refer to Exhibit B to this proxy statement for the text of
the Funds' and Portfolios' existing fundamental restrictions. Shareholders
should note, however, that for some Funds certain of the fundamental
restrictions that are treated separately below currently are combined within a
single existing fundamental restriction.
If the proposed changes are approved by Shareholders of the respective
Funds at the Meeting, the Funds' prospectuses and statements of additional
information will be revised, as appropriate, to reflect those changes. This will
occur as soon as practicable following the Meeting. In those cases in which a
Fund's practice has been to state its fundamental restrictions both in its
prospectus and in its statement of additional information, adoption of Proposal
1 will result in a change to both. Proposal 1 will not result in a change to any
Fund's investment objective.
The proposed list of fundamental investment restrictions concern the
following subjects: (1) Borrowing/Senior Securities; (2) Diversification; (3)
Industry Concentration; (4) Lending; (5) Underwriting Securities; (6)
Commodities; and (7) Real Estate. All of the restrictions except No. 2,
Diversification, are subject to approval by shareholders of each Fund. The
Diversification restriction is not subject to approval by the shareholders of
the New York Tax-Free Money Market Fund or the New York Tax-Free Bond Fund
because these Funds are non-diversified for purposes of the 1940 Act. To the
extent that Shareholders do not approve the amendment of a fundamental
investment restriction, the current restriction will remain in effect.
A. Proposed Uniform Fundamental Investment Restrictions
The following is the list of proposed uniform fundamental investment
restrictions which Shareholders of each Fund are being asked to approve (except
for the Diversification restriction noted above) in connection with the
elimination of certain current fundamental restrictions of each Fund as
discussed later.
Under the new set of restrictions, subject to the right of any Fund to
invest all or substantially all of its assets in another registered investment
company having the same investment objective and policies and substantially the
same investment restrictions as those with respect to the Fund, a Fund
(Portfolio) will not:
1. Borrowing/Senior Securities: issue senior securities, except as permitted
by the 1940 Act, or borrow money, except (1) from a bank, provided that the
Fund (Portfolio) maintains asset coverage of at least 300% for all such
borrowings, and (2) the Fund (Portfolio) may borrow up to an additional 5%
of its total assets (not including the amount borrowed) for temporary or
emergency purposes;
2. Diversification: with respect to 75% of its assets, the Fund (Portfolio)
will not purchase securities of any issuer (excluding securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities, and
securities issued by other investment companies) if, at the time of
investment, more than 5% of the Fund's (Portfolio's) total assets taken at
market value would be invested in the securities of any single issuer, or
the Fund (Portfolio) would hold more than 10% of the outstanding voting
securities of any single issuer;
3. Industry Concentration: acquire any securities of companies within one
industry, if as a result of the acquisition, 25% or more of the value of
the Fund's (Portfolio's) total assets would be invested in securities of
companies within that industry; provided, however, that the limitation
would not apply (1) to the purchase of obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities, or obligations of
domestic banks, or (2) when the Fund (Portfolio) adopts a temporary
defensive position;
4. Lending: make loans except (1) by purchasing debt securities and other
instruments evidencing debt, or participations or interests therein, in
accordance with its investment objectives and policies, (2) by lending its
portfolio securities, or (3) through repurchase agreements;
5. Underwriting Securities: underwrite securities issued by other persons
except insofar as the Fund (Portfolio) may technically be deemed an
underwriter under the [Securities Act of 1933] in selling a portfolio
security;
6. Commodities: invest in physical commodities, unless acquired as a result of
owning securities or other instruments, or in contracts on physical
commodities; and
7. Real Estate: purchase or sell real estate, although it may purchase and
sell securities of companies which deal in real estate, other than real
estate limited partnerships, may purchase and sell marketable securities
that are secured by interests in real estate, and may hold and sell real
estate acquired as a result of the Fund's (Portfolio's) ownership of
securities.
In addition, these fundamental investment restrictions would be subject
to the following interpretations:
1. For purposes of Restriction No. 1, reverse repurchase agreements, forward
roll transactions involving mortgage backed securities, or comparable
transactions will not constitute borrowing subject to this restriction so
long as the repayment/repurchase obligation is supported by segregated
assets or otherwise "covered" in compliance with guidance from the
Securities and Exchange Commission or its staff. Collateral arrangements
with respect to futures contracts, including deposits of initial and
variation margin, will not be considered a pledge of assets for purposes of
this investment restriction.
2. For purposes of Restriction No. 3, mortgage-backed securities will not be
considered to be issued by issuers in a single industry. Positions in
futures contracts will not be subject to this investment restriction.
B. Other Proposed Changes to Fundamental Investment Restrictions
In connection with approving the modified, uniform fundamental
investment restrictions, it is proposed that fundamental investment restrictions
that now apply to some, but not all, of the Funds be deleted. In each case, the
current restriction is not mandatory, and many reflect outdated state
regulations or duplicate unnecessary, non-fundamental investment restrictions.
Shareholders are asked to approve the deletion of the following
fundamental investment restrictions, which currently limit each indicated Fund's
ability to:
1. Margin Purchases
(a) U.S. Government Money Market Fund and New York Tax-Free Money Market
Fund
"purchase any security or evidence of interest therein on margin,
except that the Trust may obtain such short-term credit for the
Fund as may be necessary for the clearance of purchases and sales
of securities"
(b) New York Tax-Free Bond Fund
"purchase any security or evidence of interest therein on margin,
except that the Trust may obtain such short-term credit for the
Fund as may be necessary for the clearance of purchases and sales
of securities and except that deposits of initial and variation
margin in connection with the purchase, ownership, holding or
sale of Futures Contracts may be made"
2. Options
(a) U.S. Government Money Market Fund and New York Tax-Free Moneyf" Market
Fund
"write, purchase or sell any put or call option or any combination
thereof"
(b) New York Tax-Free Bond Fund
"write, purchase or sell any put or call option or any combination
thereof, provided that this shall not prevent the writing,
purchase, ownership, holding or sale of Futures Contracts"
3. Restricted Securities
(a) New York Tax-Free Money Market Fund and New York Tax-Free Bond Fund
"invest in securities which are subject to legal or
contractual restrictions on resale (other than fixed time
deposits and repurchase agreements maturing in not more than
seven days) if, as a result thereof, more than 10% of the net
assets of the Fund would be so invested (including fixed time
deposits and repurchase agreements in more than seven days);
provided, however, that this Investment Restriction shall not
apply to (a) any security if the holder thereof is permitted
to receive payment upon a specified number of days' notice of
the unpaid principal balance plus accrued interest either from
the issuer or by drawing on a bank letter of credit, a
guarantee or an insurance policy issued with respect to such
security or by tendering or "putting" such security to a third
party, or (b) the investment by the Trust of all or
substantially all of the Fund's assets in another registered
investment company having the same investment objective and
policies and substantially the same investment restrictions as
those with respect to the Fund"
(b) U.S. Government Money Market Fund
"taken together with any investments described in [No. 9,
below], invest in securities which are subject to legal or
contractual restrictions on resale (other than fixed time
deposits and repurchase agreements maturing in not more than
the seven days) if, as a result thereof, more than 10% of the
net assets of the Fund, (taken at market value) would be so
invested (including fixed time deposits and repurchase
agreements maturing in more than seven days)"
4. Short Sales
(a) U.S. Government Money Market Fund
"sell any security which it does not own unless by virtue of
its ownership of other securities it has at the time of sale a
right to obtain securities, without payment of further
consideration, equivalent in kind and amount to the securities
sold; and provided, that if such right is conditional the sale
is made upon the same conditions"
(b) New York Tax-Free Money Market Fund
"make short sales of securities or maintain a short position,
unless at all times when a short position is open, the Fund
owns an equal amount of such securities or securities
convertible into or exchangeable, without payment of any
further consideration, for securities of the same issue as,
and equal in amount to, the securities sold short, and unless
not more than 10% of the net assets of the Fund (taken at
market value) is held as collateral for such sales at any one
time (it is the present intention of management to make such
sales only for the purpose of deferring realization of gain or
loss for federal income tax purposes)"
5. Pledging Securities (U.S. Government Money Market Fund)
"pledge, mortgage or hypothecate for any purpose in excess
of 10% of the net assets of the Fund (taken at market
value)"
6. Investing for Control (U.S. Government Money Market Fund)
"invest for the purpose of exercising control or management"
7. Investment Companies (U.S. Government Money Market Fund)
"purchase securities issued by any registered investment
company, except by purchase in the open market where no
commission or profit to a sponsor or dealer results from such
purchase other than the customary broker's commission and
except when such purchase, though not made in the open market,
is part of a plan of merger or consolidation; provided,
however, that the Trust (on behalf of the Fund) will not
purchase the securities of any registered investment company
if such purchase at the time thereof would cause more than 10%
of the total assets of the Fund (taken at the greater of cost
or market value) to be invested in the securities of such
issuers or would cause more than 3% of the outstanding voting
securities of any such issuer to be held by the Fund, and
provided, further, that the Fund shall not purchase securities
issued by any open-end investment company (for purposes of
this clause . . ., securities of foreign banks shall be
treated as investment company securities except that debt
securities and nonvoting preferred stock of foreign banks are
not subject to the 10% limitation described herein)"
8. Debt Acquisition (New York Tax-Free Bond Fund)
"purchase more than 10% of all outstanding debt obligations
of any one issuer (other than obligations issued by the
U.S. Government, its agencies or instrumentalities)"
9. Illiquid Securities (U.S. Government Money Market Fund)
"taken together with any investments described in [No. 3,
above], invest more than 10% of the net assets of the Fund in
securities that are not readily marketable, including debt
securities for which there is no established market and fixed
time deposits and repurchase agreements maturing in more than
seven days"
10. Oil & Gas Interests (New York Tax-Free Bond Fund, Small Cap Equity Fund,
and Opportunity Fund)
"purchase or sell . . . interests in oil, gas or mineral leases . . ."
11. Affiliated Investments (U.S. Government Money Market Fund)
"purchase or retain any securities issued by any issuer any of
whose officers, directors, trustees or security holders is any
officer or Trustee of the Trust, or is an officer or director
of the Adviser, if after the purchaser of the securities of
such issuer by the Trust, on behalf of the Fund, one or more
such persons owns beneficially more than 1/2 of 1% of the
shares or securities, or both, all taken at market value, of
such issuer, and such persons owning more than 1/2 of 1% of
such shares or securities together own beneficially more than
5% of such shares or securities, or both, all taken at market
value."
Required Vote
Approval of Proposal 1 with respect to a Fund requires an affirmative
Majority Shareholder Vote. Shareholders will be given the option to approve all,
some or none of the proposed changes on the proxy card(s) enclosed with this
proxy statement.
To the extent that some portions of Proposal 1 are not approved by
Shareholders of a Fund, the applicable existing fundamental restrictions of the
Fund will continue in effect for that Fund, but disapproval of any part of
Proposal 1 by the Shareholders of one Fund will not affect any approvals of
Proposal 1 that are obtained with respect to any other Fund.
The Trustees' Recommendation
Each Board of Trustees, including its independent board members,
unanimously recommends that Shareholders vote "FOR" Proposal 1 in its entirety.
*****
<PAGE>
PROPOSAL 2
APPROVAL OF NEW INVESTMENT ADVISORY AND RELATED SUB-ADVISORY CONTRACTS
Relevant Funds All Funds and Portfolios.
Discussion
All of the Sub-Advised Funds currently are managed pursuant to
sub-advisory agreements between Republic as adviser to the Fund or Portfolio, as
the case may be, and selected sub-advisers. In order to effect the replacement
of sub-advisers, it has been necessary to obtain the approval of the
Shareholders of the affected Fund or Portfolio, as required by the 1940 Act.
This proxy solicitation process, however, not only subjects the respective Fund
or Portfolio to additional costs, but it also delays the replacement of the
sub-adviser, resulting in potential managerial inefficiencies. For these
reasons, the Boards, at Republic's request and subject to Shareholder approval,
have authorized the preparation and submission to the SEC of an application
seeking appropriate exemptive relief to permit Republic to hire and terminate
sub-advisers in the future without the need for additional Shareholder
approvals.
In connection with this proposal, the Boards, including the independent
Board members, have authorized each Fund and Portfolio to enter into a new
investment advisory contract with Republic, and Republic to enter into a
corresponding new sub-advisory agreement on behalf of each of the Sub-Advised
Funds. The new advisory and sub-advisory contracts would be substantially
similar in all material respects to those currently in place, except that the
new contracts would also authorize Republic to retain and discharge sub-advisers
without obtaining Shareholder approval. Further, although it is not contemplated
at this time that Republic would enter into sub-advisory contracts for the other
Funds, the new investment advisory agreement would authorize Republic, with the
approval of the appropriate Board, to hire sub-advisers for those Funds in the
future without Shareholder approval. That authority would be contingent upon the
receipt by Republic of an appropriate exemptive order from the SEC.
The Trustees believe that allowing Republic to hire and terminate
sub-advisers without the need for obtaining Shareholder approval will increase
managerial flexibility of the Funds. The Trustees also believe that this
Proposal, if approved, offers the potential to benefit each Fund by avoiding the
expense of obtaining shareholder approval should a new sub-adviser be retained.
Approval of the new contracts will not result in any increase in the fees
payable to Republic or the Sub-advisers.
A form of each of the proposed advisory and sub-advisory agreements
with supplements, are included as Exhibit C to these proxy materials. The
compensation under the new agreements will remain the same as the compensation
under the current agreements which is set forth in the discussion of Proposal 3
below. Certain information about Republic and the Sub-Advisers is set forth in
Exhibit D. The following summary of terms is qualified in its entirety by
reference to, and made subject to, the complete text of Exhibit C.
Under the current and new advisory contracts, subject to the general
supervision and control of the Boards of Trustees, Republic is required to (a)
provide investment guidance and policy direction in connection with the
management of each Fund/Portfolio, including oral and written research,
analysis, advice, statistical and economic data and information and judgments of
both a macroeconomic and microeconomic character; (b) determine the securities
to be purchased or sold by each Fund/Portfolio and place orders pursuant to its
determinations; (c) determine what portion of each Fund/Portfolio's portfolio
shall be invested in securities described by the policies of such Fund/Portfolio
and what portion, if any, should be invested otherwise or held uninvested; (d)
provide administrative assistance to the officers of the Funds/Portfolios in
connection with the operation of the Funds/Portfolios; (e) make investments for
the account of each Fund/Portfolio in accordance with its best judgment and
within all applicable investment objectives, restrictions, laws and regulations;
(f) furnish periodic reports on the investment performance of each
Fund/Portfolio and on the performance of its obligations under the agreement to
the Board; and (g) provide all services, equipment and facilities necessary to
perform its obligations under the agreement.
Under the current agreements, Republic may appoint and employ one or
more sub-advisers to provide all or any portion of the services contemplated
under the agreement, subject to the supervision and oversight of Republic. Under
the new agreements, this authority would expressly not require shareholder
approval.
The current and new management agreements provide that Republic shall
not be liable under the agreement for any mistake in judgment or in any other
event whatsoever, provided that nothing in the agreement shall be deemed to
protect Republic against any liability to the Fund/Portfolio or its investors to
which Republic would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties under the agreement,
or by reason of its reckless disregard of its obligations and duties thereunder.
The new contracts will remain in effect for an initial term of two
years and will continue in effect thereafter from year to year with respect to
each of the Funds/Portfolios, provided this continuance is approved annually (i)
by the holders of a majority of the outstanding voting securities of the
respective Fund/Portfolio or by the Board of Trustees of the Fund/Portfolio and
(ii) by a majority of the trustees who are not parties to the agreement or
"interested persons" (as defined in the 1940 Act) of any such party, at a
meeting called for the purpose of voting on the agreement. The agreements may be
terminated without penalty by either party on 60 days' written notice and will
terminate automatically if assigned.
Under the current and new sub-advisory agreements, the sub-adviser will
provide a continuous investment program for the Fund/Portfolio, including
deciding what securities will be purchased and sold by the Fund/Portfolio, when
the purchases and sales are to be made, arranging for purchases and sales, and
providing investment management and research services, all in accordance with
the provisions of the 1940 Act, the governing documents of the Fund/Portfolio,
the investment objectives, fundamental policies and restrictions of the
Fund/Portfolio, any policies and determinations of the Board, and applicable
provisions of the Internal Revenue Code.
As compensation for its services to the Fund/Portfolio under the new
sub-advisory agreements, the Sub-Advisers will be entitled to receive from the
Fund/Portfolio fees calculated at the same rate as those charged under the
existing sub-advisory agreements detailed below. The new sub-advisory agreements
will continue in effect for two years from their effective date, and will
continue in effect thereafter for successive annual periods, provided
continuance is specifically approved at least annually by (1) a majority vote,
cast in person at a meeting called for that purpose, of the appropriate Board or
(2) a vote of the holders of a majority (as defined in the 1940 Act and the
rules thereunder) of the outstanding voting securities of the Fund/Portfolio,
and (3) in either event by a majority of the non-interested Trustees of the
Board. The new sub-advisory agreements may be terminated at any time, without
penalty, by either party upon 30 days' written notice and will terminate
automatically upon assignment.
The current and new sub-advisory agreements provide that the
Sub-Adviser shall not be liable for any error of judgment, mistake of law or any
loss suffered by the Fund/Portfolio or its Shareholders in connection with
matters to which the agreements relate, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under the
agreement.
Required Vote
Approval of Proposal 2 with respect to a Fund requires an affirmative
Majority Shareholder Vote of that Fund.
The Trustees' Recommendation
Each Board of Trustees, including its independent board members,
unanimously recommends that Shareholders vote "FOR" Proposal 2.
*****
<PAGE>
PROPOSAL 3
RATIFICATION FOR CONTINUATION OF EXISTING ADVISORY AND SUB-ADVISORY CONTRACTS
Relevant Funds All Funds and Portfolios.
Discussion
In the event that Shareholders approve the new advisory contracts and
sub-advisory contracts contemplated by Proposal 2, but the requested exemptive
relief is not obtained or, alternatively, the shareholders do not approve the
new contracts, the Boards request that shareholders ratify continuation of the
existing investment advisory and sub-advisory contracts for each Fund. The
existing advisory and sub-advisory contracts are substantially the same in all
material rspects as the proposed contracts, the forms of which are attached as
Exhibit C, except that they do not expressly authorize Republic to retain and
discharge sub-advisers without obtaining Shareholder approval.
Republic U.S. Government Money Market Fund. The current advisory
contract between the U.S. Government Money Market Fund and Republic as adviser
was originally approved on October 6, 1994, and its continuance was last
approved by the Board at its meeting on May 8 and 9, 1997. For its services
under the advisory contract, Republic is entitled to receive compensation from
the Fund at an annual rate equal to .20% of average daily net assets. During the
fiscal year ended September 30, 1996, the aggregate advisory fee paid Republic
by the Fund was $_________.
Republic New York Tax-Free Money Market Fund. The current advisory
contract between the New York Tax-Free Money Market Fund and Republic as adviser
was originally approved on October 6, 1994, and its continuance was last
approved by the Board at its meeting on May 8 and 9, 1997. For its services
under the advisory contract, Republic is entitled to receive compensation from
the Fund at an annual rate equal to .15% of average daily net assets. During the
fiscal year ended October 31, 1996, the aggregate advisory fee paid Republic by
the Fund was $_________.
Republic New York Tax-Free Bond Fund. The current advisory contract
between the New York Tax-Free Bond Fund and Republic as adviser was originally
approved on October 6, 1994, and its continuance was last approved by the Board
at its meeting on May 8 and 9, 1997. For its services under the advisory
contract, Republic is entitled to receive compensation from the Fund at an
annual rate equal to .25% of average daily net assets. During the fiscal year
ended October 31, 1996, the aggregate advisory fee paid Republic by the Fund was
$---------.
Republic Equity Fund. The current advisory contract between the Equity
Fund and Republic as adviser was originally approved on April 7, 1995, and its
continuance was last approved by the Board at its meeting on May 8 and 9, 1997.
For its services under the advisory contract, Republic is entitled to receive
compensation from the Fund at an annual rate equal to .175% of average daily net
assets. During the fiscal year ended October 31, 1996, the aggregate advisory
fee paid Republic by the Fund was $_________.
The current sub-advisory contract between Republic as adviser and
Alliance Capital Management, L.P. as subadviser became effective on January 21,
1997, and was originally approved by the shareholders of the Fund on May 5,
1997. For its services under the sub-advisory contract, Alliance is entitled to
receive compensation from the Fund at an annual rate equal to .325% of net
assets up to $50 million, .25% of net assets over $50 million up to $100
million, .20% of net assets over $100 million up to $200 million, and .15% of
net assets over $200 million.
The current sub-advisory contract between Republic as adviser and
Brinson Partners, Inc. as subadviser became effective on January 21, 1997, and
was originally approved by the shareholders of the Fund on May 5, 1997. For its
services under the sub-advisory contract, Brinson is entitled to receive
compensation from the Fund at an annual rate equal to .325% of net assets up to
$50 million, .25% of net assets over $50 million up to $100 million, .20% of net
assets over $100 million up to $200 million, and .15% of net assets over $200
million.
Republic Fixed Income Portfolio. The current advisory contract between
the Fixed Income Portfolio and Republic as adviser originally was approved by
the Board on April 28, 1996, by the shareholders of the Portfolio on June __,
1996, and its continuance was last approved by the Board at its meeting on May 8
and 9, 1997. For its services under the advisory contract, Republic is entitled
to receive compensation from the Fund at an annual rate equal to .20% of average
daily net assets. During the fiscal year ended October 31, 1996, the aggregate
advisory fee paid Republic by the Fund was $_________.
The current sub-advisory contract between Republic as adviser and
Miller Anderson & Sherrerd as sub-adviser was originally approved by the Board
on August 29, 1995, by the shareholders of the Portfolio on October __, 1995,
and its continuance was last approved by the Board at its meeting on May 8 and
9, 1997. For its services under the sub-advisory contract, Miller Anderson &
Sherrerd is entitled to receive compensation from the Fund at an annual rate
equal to .375% of net assets up to $50 million, .25% of net assets over $50
million up to $95 million, $300,000 on net assets over $95 million and up to
$150 million, .20% of net assets over $150 million up to $250 million, and .15%
of net assets over $250 million. During the fiscal year ended October 31, 1996,
the aggregate sub-advisory fee paid Miller Anderson & Sherrerd by the Fund was
$_________.
Republic International Equity Portfolio. The current advisory contract
between the International Equity Portfolio and Republic as adviser was
originally approved on April 28, 1996, by the shareholders of the Portfolio on
June __, 1996, and its continuance was last approved by the Board at its meeting
on May 8 and 9, 1997. For its services under the advisory contract, Republic is
entitled to receive compensation from the Fund at an annual rate equal to .25%
of average daily net assets. During the fiscal year ended October 31, 1996, the
aggregate advisory fee paid Republic by the Fund was $_________.
The current sub-advisory contract between Republic as adviser and
Capital Guardian Trust Company as sub-adviser was originally approved on
November 21, 1994, and its continuance was last approved by the Board at its
meeting on May 8 and 9, 1997. For its services under the sub-advisory contract,
Capital Guardian Trust Company is entitled to receive compensation from the Fund
at an annual rate equal to .70% of net assets up to $25 million, .55% of net
assets over $25 million up to $50 million, .425% of net assets over $50 million
up to $250 million, and . 375% of net assets over $250 million. During the
fiscal year ended October 31, 1996, the aggregate sub-advisory fee paid Capital
Guardian Trust Company by the Fund was $_________.
Republic Small Cap Equity Portfolio. The current advisory contract
between the Small Cap Equity Portfolio and Republic as adviser was originally
approved by the Board on July 22, 1996. For its services under the advisory
contract, Republic is entitled to receive compensation from the Fund at an
annual rate equal to .25% of average daily net assets. During the fiscal year
ended October 31, 1996, the aggregate advisory fee paid Republic by the Fund was
$_________.
The current sub-advisory contract between Republic as adviser and MFS
Institutional Advisors, Inc. as sub-adviser was originally approved by the Board
on July 22, 1996. For its services under the sub-advisory contract, MFS
Institutional Advisors, Inc. is entitled to receive compensation from the Fund
at an annual rate equal to .75% of net assets up to $50 million, and .60% of net
assets over $50 million. During the fiscal year ended October 31, 1996, the
aggregate sub-advisory fee paid MFS Institutional Advisors, Inc. by the Fund was
$---------.
Required Vote
Approval of Proposal 3 with respect to a Fund requires an affirmative
Majority Shareholder Vote of that Fund.
Trustees' Recommendation
Each Board of Trustees, including its independent board members,
unanimously recommends that Shareholders vote "FOR" Proposal 3.
*****
<PAGE>
PROPOSAL 4
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Relevant Funds All Funds and Portfolios.
Discussion
The Boards have selected KPMG Peat Marwick LLP as independent auditors
(the "Auditors") to examine the financial statements of the Funds for the fiscal
year ending October 31, 1997 (September 30, 1997 in the case of the U.S.
Government Money Market Fund). Audit services performed by KPMG Peat Marwick LLP
during the most recent fiscal year included examination of the financial
statements of the Funds, review of filings with the Securities and Exchange
Commission and preparation of tax returns. The Funds know of no direct or
indirect interest of the Auditors in the Funds. A representative of KPMG Peat
Marwick LLP, if requested by any shareholder, will be present at the Meeting and
have the opportunity to respond to questions from shareholders.
Required Vote
The approval of a majority of the votes of each Company represented at
the Meeting, provided at least a quorum is represented in person or by proxy, is
necessary to ratify the selection of independent auditors. Unless otherwise
instructed, the proxies will vote for the ratification of the selection of KPMG
Peat Marwick LLP.
The Trustees' Recommendation
Each Board of Trustees unanimously recommends that Shareholders vote
"FOR" the ratification of the selection of KPMG Peat Marwick LLP as independent
auditors.
*****
PROPOSAL 5
OTHER MATTERS
The Trustees know of no business to be brought before the Meeting other
than as set forth above. If, however, any other matters properly come before the
Meeting, it is the intention of the persons named in the enclosed form of proxy
to vote on such matters in accordance with their best judgment.
Other Voting Information
Each Shareholder is entitled to one vote for each full share and an
appropriate fraction of a vote for each fractional share held. Shares
represented by timely and properly executed proxies will be voted as specified.
Executed proxies that are unmarked will be voted in favor of the proposals set
forth in the attached Notice. A proxy may be revoked at any time prior to its
exercise by written notice, by execution of a subsequent proxy, or by voting in
person by attending the Meeting. However, attendance at the Meeting alone will
not serve to revoke the proxy.
Shares held by shareholders present in person or represented by proxy
at the Meeting will be counted both for the purpose of determining the presence
of a quorum and for calculating the votes cast on the issues before the Meeting.
Abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be counted for quorum purposes. However, abstentions and non-votes will have the
same effect as a negative vote on those proposals requiring a Majority
Shareholder Vote.
In the event that a quorum is present at the Meeting, but sufficient
votes to approve a proposal are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of a majority
of those shares represented at the Meeting in person or by proxy. Unless
otherwise instructed, the persons named as proxies will vote proxies in favor of
such an adjournment. A shareholder vote may be taken on any or all of the
proposals in this proxy statement prior to any such adjournment if sufficient
votes have been received for approval.
Other Service Providers
BISYS Fund Services ("BISYS"), 3435 Stelzer Road, Columbus, Ohio
43219-3035, serves as administrator to the Funds, and BISYS Fund Services
(Ireland) Limited, Floor 2, Block 2, Harcourt Centre, Dublin 2, Ireland, serves
as administrator to the Portfolios pursuant to Administration Agreements dated
October 1, 1996. BISYS also distributes shares of the Funds.
Expenses of the Meeting
None of the costs of the Meeting, including the solicitation of
proxies, will be paid by the Funds or Shareholders. The principal solicitation
of the proxies will be by mail, but proxies also may be solicited by telephone
or personal interview by officers or agents of each Company, or by proxy
solicitation firms retained by the Companies.
Proposals for Future Shareholder Meetings
The Companies do not intend to hold Shareholder Meetings each year, but
meetings may be called by the Trustees from time to time. Proposals of
shareholders that are intended to be presented at a future shareholder meeting
must be received by a Company within a reasonable time prior to the Company's
solicitation of proxies relating to such meeting.
YOU ARE URGED TO COMPLETE, DATE, SIGN, AND RETURN THE ENCLOSED PROXY PROMPTLY.
By Order of the Trustees
George O. Martinez,
President and Secretary
October 13, 1997
<PAGE>
EXHIBIT A
Shareholdings
<PAGE>
EXHIBIT B
Text of the Funds' Existing Fundamental Restrictions
<PAGE>
EXHIBIT C
Forms of Proposed Advisory and Sub-Advisory Agreements
Form of Investment Advisory Contract between Republic Funds and
Republic National Bank of New York.
Form of Investment Advisory Contract Supplement between Republic Funds
and Republic National Bank of New York.
Form of Investment Advisory Contract between Republic Portfolios and
Republic National Bank of New York.
Form of Investment Advisory Contract Supplement between Republic
Portfolios and Republic National Bank of New York.
Form of Sub-Advisory Agreement between Republic National Bank of New
York and Sub-Adviser.
<PAGE>
EXHIBIT C-1
INVESTMENT ADVISORY CONTRACT
Republic Funds
3435 Stelzer Road
Columbus, Ohio 43219
_________, 1997
Republic National Bank of New York
452 Fifth Avenue
New York, NY 10018
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and Republic National Bank of New York (the "Adviser") as follows:
1. The Trust is an open-end investment company organized as a
Massachusetts business trust and consists of one or more separate investment
portfolios (the "Funds") as may be established and designated by the Trust's
Board of Trustees (the "Board of Trustees") from time to time. This Contract
shall pertain to such Funds as shall be designated in Supplements to this
Contract as further agreed between the Trust and the Adviser (the "Covered
Funds"). A separate series of shares of beneficial interest in the Trust are
offered to investors with respect to each Fund. The Trust engages in the
business of investing and reinvesting the assets of each Fund in the manner and
in accordance with the investment objectives and restrictions specified in the
currently effective prospectus (the "Prospectus") relating to the Trust and the
Funds included in the Trust's registration statement, as amended from time to
time (the "Registration Statement"), filed by the Trust under the Investment
Company Act of 1940 (the "1940 Act") and the Securities Act of 1933. Copies of
the documents referred to in the preceding sentence have been furnished to the
Adviser. Any amendments to those documents shall be furnished to the Adviser
promptly. Pursuant to a Distribution Agreement, as supplemented, and an
Administration Agreement, as supplemented, between the Trust and BISYS Fund
Services (the "Sponsor"), the Trust has employed the Sponsor to act as principal
underwriter for each Fund and to provide to the Trust management and other
services.
2. The Trust hereby appoints the Adviser to provide the investment
advisory services specified in this Contract and the Adviser hereby accepts such
appointment. The Trust expressly authorizes the Adviser, subject to the approval
of the Board of Trustees and compliance with applicable law, to employ (without
obtaining the approval of Trust's shareholders) one or more sub-advisers to
provide all or any portion of the services contemplated hereby, subject to
supervision and oversight of the Adviser, on such terms and conditions as the
Adviser determines appropriate.
3. (a) The Adviser shall, at its expense, (i) employ or associate with
itself such persons as it believes appropriate to assist it in performing its
obligations under this Contract and (ii) provide all services, equipment and
facilities necessary to perform its obligations under this Contract.
(b) The Trust shall be responsible for all of its expenses and
liabilities, including compensation of its Trustees who are not affiliated with
the Sponsor or any of its affiliates; taxes and governmental fees; interest
charges; fees and expenses of the Trust's independent accountants and legal
counsel; trade association membership dues; fees and expenses of any custodian
(including maintenance of books and accounts and calculation of the net asset
value of shares of the Funds), transfer agent, registrar and dividend disbursing
agent of the Trust; expenses of issuing, selling, redeeming, registering and
qualifying for sale shares of beneficial interest in the Trust; expenses of
preparing and printing share certificates, prospectuses and reports to
shareholders, notices, proxy statements and reports to regulatory agencies; the
cost of office supplies, including stationery; travel expenses of all officers,
Trustees and employees; insurance premiums; brokerage and other expenses of
executing portfolio transactions; expenses of shareholders' meetings;
organization expenses; and extraordinary expenses.
4. (a) The Adviser shall provide to the Trust investment guidance and
policy direction in connection with the management of the portfolio of each
Covered Fund, including oral and written research, analysis, advice, statistical
and economic data and information and judgments of both a macroeconomic and
microeconomic character.
The Adviser will determine the securities to be purchased or sold by
each Covered Fund and will place orders pursuant to its determinations either
directly with the issuer or with any broker or dealer who deals in such
securities. The Adviser will determine what portion of each Covered Fund's
portfolio shall be invested in securities described by the policies of such
Covered Fund and what portion, if any, should be invested otherwise or held
uninvested.
The Trust will have the benefit of the investment analysis and
research, the review of current economic conditions and trends and the
consideration of long-range investment policy generally available to investment
advisory customers of the Adviser. It is understood that the Adviser will not
use any inside information pertinent to investment decisions undertaken in
connection with this Contract that may be in its possession or in the possession
of any of its affiliates nor will the Adviser seek to obtain any such
information.
(b) The Adviser also shall provide to the Trust's officers
administrative assistance in connection with the operation of the Trust and each
of the Covered Funds, which shall include (i) compliance with all reasonable
requests of the Trust for information, including information required in
connection with the Trust's filings with the Securities and Exchange Commission
and state securities commissions and (ii) such other services as the Adviser
shall from time to time determine, upon consultation with the Sponsor, to be
necessary or useful to the administration of the Trust and each of the Covered
Funds.
(c) As manager of the assets of each Covered Fund, the Adviser
shall make investments for the account of that Fund in accordance with the
Adviser's best judgment and within the investment objectives and restrictions
set forth in the Prospectus, the 1940 Act and the provisions of the Internal
Revenue Code of 1986 relating to regulated investment companies subject to
policy decisions adopted by the Board of Trustees.
(d) The Adviser shall furnish to the Board of Trustees
periodic reports on the investment performance of each Covered Fund and on the
performance of its obligations under this Contract and shall supply such
additional reports and information as the Trust's officers or Board of Trustees
shall reasonably request.
(e) On occasions when the Adviser deems the purchase or sale
of a security to be in the best interest of a Covered Fund as well as other
customers, the Adviser, to the extent permitted by applicable law, may aggregate
the securities to be so sold or purchased in order to obtain the best execution
or lower brokerage commissions, if any. The Adviser may also on occasions
purchase or sell a particular security for one or more customers in different
amounts. On either occasion, and to the extent permitted by applicable law and
regulations, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Adviser in the manner
it considers to be the most equitable and consistent with its fiduciary
obligations to that Fund and to such other customers.
5. The Adviser shall give the Trust the benefit of the Adviser's best
judgment and efforts in rendering services under this Contract. As an inducement
to the Adviser's undertaking to render these services, the Trust agrees that the
Adviser shall not be liable under this Contract for any mistake in judgment or
in any other event whatsoever provided that nothing in this Contract shall be
deemed to protect or purport to protect the Adviser against any liability to the
Trust or its shareholders to which the Adviser would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of the Adviser's duties under this Contract or by reason of the Adviser's
reckless disregard of its obligations and duties hereunder.
6. In consideration of the services to be rendered by the Adviser under
this Contract, each Covered Fund shall pay the Adviser a monthly fee on the
first business day of each month based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of that Fund during the
preceding month, at annual rates set forth in a Supplement to this Contract with
respect to that Fund. If the fees payable to the Adviser pursuant to this
paragraph 6 begin to accrue before the end of any month or if this Contract
terminates before the end of any month, the fees for the period from that date
to the end of that month or from the beginning of that month to the date of
termination, as the case may be, shall be prorated according to the proportion
which the period bears to the full month in which the effectiveness or
termination occurs. For purposes of calculating the monthly fees, the value of
the net assets of each Covered Fund shall be computed in the manner specified in
the Prospectus for the computation of net asset value. For purposes of this
Contract, a "business day" is any day the New York Stock Exchange is open for
trading.
7. If the aggregate expenses of every character incurred by, or
allocated to, each Covered Fund in any fiscal year, other than interest, taxes,
expenses under the Distribution Agreement and the Amended and Restated Master
Distribution Plan and Supplements, brokerage commissions and other portfolio
transaction expenses, other expenditures which are capitalized in accordance
with generally accepted accounting principles and any extraordinary expense
(including, without limitation, litigation and indemnification expense), but
including the fees payable under this Contract and the fees payable to the
Sponsor under the Distribution Agreement and the Amended and Restated Master
Distribution Plan and Supplements ("includible expenses"), shall exceed any
applicable expense limitations, the Adviser shall pay that Fund an amount equal
to 50% of that excess. With respect to portions of a fiscal year in which this
Contract shall be in effect, the foregoing limitations shall be prorated
according to the proportion which that portion of the fiscal year bears to the
full fiscal year. At the end of each month of the Trust's fiscal year, the
Sponsor will review the includible expenses accrued during that fiscal year to
the end of the period and shall estimate the contemplated includible expenses
for the balance of that fiscal year. If, as a result of that review and
estimation, it appears likely that the includible expenses will exceed the
limitations referred to in this paragraph 7 for a fiscal year with respect to a
Covered Fund, the monthly fees relating to that Fund payable to the Adviser
under this Contract for such month shall be reduced, subject to a later
reimbursement to reflect actual expenses, by an amount equal to 50% of a pro
rata portion (prorated on the basis of the remaining months of the fiscal year,
including the month just ended) of the amount by which the includible expenses
for the fiscal year (less an amount equal to the aggregate of actual reductions
made pursuant to this provision with respect to prior months of the fiscal year)
are expected to exceed the limitations provided in this paragraph 7. For
purposes of the foregoing, the value of the net assets of each Covered Fund
shall be computed in the manner specified in paragraph 6, and any payments
required to be made by the Adviser shall be made once a year promptly after the
end of the Trust's fiscal year.
8. (a) This Contract and any Supplement hereto shall become effective
with respect to a Covered Fund on the date specified in such Supplement and
shall thereafter continue in effect with respect to that Fund for a period of
more than two years from such date only so long as the continuance is
specifically approved at least annually (i) by the vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) or by the
Board of Trustees and (ii) by the vote, cast in person at a meeting called for
that purpose, of a majority of the members of the Board of Trustees who are not
parties to this Contract or "interested persons" (as defined in the 1940 Act) of
any such party.
(b) This Contract and any Supplement hereto may be terminated
with respect to a Covered Fund at any time, without the payment of any penalty,
by a vote of a majority of the outstanding voting securities of that Fund (as
defined in the 1940 Act) or by a vote of a majority of the entire Board of
Trustees on 60 days' written notice to the Adviser or by the Adviser on 60 days'
written notice to the Trust. This Contract shall terminate automatically in the
event of its assignment (as defined in the 1940 Act).
9. Except to the extent necessary to perform the Adviser's obligations
under this Contract, nothing herein shall be deemed to limit or restrict the
right of the Adviser, or any affiliate of the Adviser, or any employee of the
Adviser, to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
firm, individual or association.
10. The investment management services of the Adviser to the Trust
under this Contract are not to be deemed exclusive as to the Adviser and the
Adviser will be free to render similar services to others.
11. This Contract shall be construed in accordance with the laws of the
State of New York provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act.
12. In the event that the Board of Trustees shall establish one or more
additional investment portfolios, it shall so notify the Adviser in writing. If
the Adviser wishes to render investment advisory services to such portfolio, it
shall so notify the Trust in writing, whereupon such portfolio shall become a
Covered Fund hereunder.
13. The Declaration of Trust establishing the Trust, together with all
amendments thereto (the "Declaration"), a copy of which is on file in the Office
of the Secretary of the Commonwealth of Massachusetts, provides that the name of
the Trust refers to the Trustees under the Declaration collectively as Trustees
and not as individuals or personally, and that no shareholder, Trustee, officer,
employee or agent of the Trust shall be subject to claims against or obligations
of the Trust to any extent whatsoever, but that the Trust estate only shall be
liable.
If the foregoing correctly sets forth the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
REPUBLIC FUNDS
By _______________________________
Name:
Title:
ACCEPTED:
REPUBLIC NATIONAL BANK OF NEW YORK
By ____________________________________
Title:
<PAGE>
EXHIBIT C-2
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
Republic Funds
3435 Stelzer Road
Columbus, Ohio 43219
__________, 1997
Republic National Bank of New York
452 Fifth Avenue
New York, NY 10018
Dear Sirs:
Re: [Fund]
This will confirm the agreement between the undersigned (the "Trust")
and Republic National Bank of New York (the "Adviser") as follows:
1. The Trust is an open-end management investment company organized as
a Massachusetts business trust and consists of such separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. A separate class of shares of beneficial interest of the Trust is
offered to investors with respect to each investment portfolio. _________(the
"Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Adviser have entered into an Investment Advisory
Contract ("Advisory Contract") pursuant to which the Trust has employed the
Adviser to provide investment advisory and other services specified in the
Advisory Contract and the Adviser has accepted such employment. Terms used but
not otherwise defined herein shall have the same meanings assigned to them by
the Advisory Contract.
3. As provided in paragraph I of the Advisory Contract, the Trust
hereby adopts the Advisory Contract with respect to the Fund and the Adviser
hereby acknowledges that the Advisory Contract shall pertain to the Fund, the
terms and conditions of the Advisory Contract being hereby incorporated herein
by reference.
4. The term "Covered Fund" as used in the Advisory Contract shal1, for
purposes of this Supplement, pertain to the Fund.
5. As provided in paragraph 6 of the Advisory Contract and subject to
further conditions as set forth therein, the Trust shall with respect to the
Fund pay the Adviser a monthly fee on the first business day of each month at
the annual rate of _____% of the average daily value (as determined on each
business day at the time set forth in the Prospectus for determining net asset
value per share) of the net assets of the Fund during the preceding month.
6. This Supplement and the Advisory Contract (together, the "Contract")
shall become effective with respect to the Fund on ________, 1997 and shall
continue in effect with respect to the Fund for an initial term of two years
from that date, and shall continue in effect thereafter, but only so long as the
continuance is specifically approved at least annually (a) by the vote of a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by the Board of Trustees and (b) by the vote, cast in person at a
meeting called for that purpose, of a majority of the members of the Board of
Trustees who are not parties to this Contract or "interested persons" (as
defined in the 1940 Act) of any such party. This Contract may be terminated with
respect to the Fund at any time, without the payment of any penalty, by vote of
a majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by a vote of a majority of the members of the Board of Trustees on
60 days' written notice to the Adviser, or by the Adviser on 60 days' written
notice to the Trust. This Contract shall terminate automatically in the event of
its assignment as defined in the 1940 Act.
<PAGE>
If the foregoing correctly sets forth the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof..
Very truly yours,
REPUBLIC FUNDS
By _____________________________
Name:
Title:
ACCEPTED:
REPUBLIC NATIONAL BANK OF NEW YORK
By _____________________________________
Title:
<PAGE>
EXHIBIT C-3
INVESTMENT ADVISORY CONTRACT
Republic Portfolios
Floor 2, Block 2
Harcourt Centre
Dublin 2, Ireland
________, 1997
Republic National Bank of New York
452 Fifth Avenue
New York, NY 10018
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and Republic National Bank of New York (the "Adviser") as follows:
1. The Trust is an open-end investment company organized as a New York
trust and consists of one or more separate investment portfolios (the "Funds")
as may be established and designated by the Trust's Board of Trustees (the
"Board of Trustees") from time to time. This Contract shall pertain to such
Funds as shall be designated in Supplements to this Contract as further agreed
between the Trust and the Adviser (the "Covered Funds"). Separate interests in
the Trust are offered to investors with respect to each Fund. The Trust engages
in the business of investing and reinvesting the assets of each Fund in the
manner and in accordance with the investment objectives and restrictions
specified in the currently effective registration statement relating to the
Trust and the Funds, as amended from time to time (the "Registration
Statement"), filed by the Trust under the Investment Company Act of 1940 (the
"1940 Act"). Copies of the documents referred to in the preceding sentence have
been furnished to the Adviser. Any amendments to those documents shall be
furnished to the Adviser promptly. Pursuant to an Exclusive Placement Agent
Agreement, as supplemented, and an Administration Agreement, as supplemented,
between the Trust and BISYS Fund Services (Ireland) Ltd. (the "Sponsor"), the
Trust has employed the Sponsor to act as principal underwriter for each Fund and
to provide to the Trust management and other services.
2. The Trust hereby appoints the Adviser to provide the investment
advisory services specified in this Contract and the Adviser hereby accepts such
appointment. The Trust expressly authorizes the Adviser, subject to the approval
of the Board of Trustees and compliance with applicable law, to employ (without
obtaining the approval of the Trust's shareholders) one or more sub-advisers to
provide all or any portion of the services contemplated hereby, subject to
supervision and oversight of the Adviser, on such terms and conditions as the
Adviser determines appropriate.
3. (a) The Adviser shall, at its expense, (i) employ or associate with
itself such persons as it believes appropriate to assist it in performing its
obligations under this Contract and (ii) provide all services, equipment and
facilities necessary to perform its obligations under this Contract.
(b) The Trust shall be responsible for all of its expenses and
liabilities, including compensation of its Trustees who are not affiliated with
the Sponsor or any of its affiliates; taxes and governmental fees; interest
charges; fees and expenses of the Trust's independent accountants and legal
counsel; trade association membership dues; fees and expenses of any custodian
(including maintenance of books and accounts and calculation of the net asset
value of shares of the Funds), transfer agent, registrar and dividend disbursing
agent of the Trust; expenses of issuing, selling, and redeeming interests in the
Trust; expenses of preparing and printing prospectuses and reports to
shareholders, notices, proxy statements and reports to regulatory agencies; the
cost of office supplies, including stationery; travel expenses of all officers,
Trustees and employees; insurance premiums; brokerage and other expenses of
executing portfolio transactions; expenses of shareholders' meetings;
organization expenses; and extraordinary expenses.
4. (a) The Adviser shall provide to the Trust investment guidance and
policy direction in connection with the management of the portfolio of each
Covered Fund, including oral and written research, analysis, advice, statistical
and economic data and information and judgments of both a macroeconomic and
microeconomic character.
The Adviser will determine the securities to be purchased or sold by
each Covered Fund and will place orders pursuant to its determinations either
directly with the issuer or with any broker or dealer who deals in such
securities. The Adviser will determine what portion of each Covered Fund's
portfolio shall be invested in securities described by the policies of such
Covered Fund and what portion, if any, should be invested otherwise or held
uninvested.
The Trust will have the benefit of the investment analysis and
research, the review of current economic conditions and trends and the
consideration of long-range investment policy generally available to investment
advisory customers of the Adviser. It is understood that the Adviser will not
use any inside information pertinent to investment decisions undertaken in
connection with this Contract that may be in its possession or in the possession
of any of its affiliates nor will the Adviser seek to obtain any such
information.
(b) The Adviser also shall provide to the Trust's officers
administrative assistance in connection with the operation of the Trust and each
of the Covered Funds, which shall include (i) compliance with all reasonable
requests of the Trust for information, including information required in
connection with the Trust's filings with the Securities and Exchange Commission
and (ii) such other services as the Adviser shall from time to time determine,
upon consultation with the Sponsor, to be necessary or useful to the
administration of the Trust and each of the Covered Funds.
(c) As manager of the assets of each Covered Fund, the Adviser
shall make investments for the account of that Fund in accordance with the
Adviser's best judgment and within the investment objectives and restrictions
set forth in the Registration Statement, the 1940 Act and the provisions of the
Internal Revenue Code of 1986 relating to regulated investment companies subject
to policy decisions adopted by the Board of Trustees.
(d) The Adviser shall furnish to the Board of Trustees
periodic reports on the investment performance of each Covered Fund and on the
performance of its obligations under this Contract and shall supply such
additional reports and information as the Trust's officers or Board of Trustees
shall reasonably request.
(e) On occasions when the Adviser deems the purchase or sale
of a security to be in the best interest of a Covered Fund as well as other
customers, the Adviser, to the extent permitted by applicable law, may aggregate
the securities to be so sold or purchased in order to obtain the best execution
or lower brokerage commissions, if any. The Adviser may also on occasions
purchase or sell a particular security for one or more customers in different
amounts. On either occasion, and to the extent permitted by applicable law and
regulations, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Adviser in the manner
it considers to be the most equitable and consistent with its fiduciary
obligations to that Fund and to such other customers.
5. The Adviser shall give the Trust the benefit of the Adviser's best
judgment and efforts in rendering services under this Contract. As an inducement
to the Adviser's undertaking to render these services, the Trust agrees that the
Adviser shall not be liable under this Contract for any mistake in judgment or
in any other event whatsoever provided that nothing in this Contract shall be
deemed to protect or purport to protect the Adviser against any liability to the
Trust or its shareholders to which the Adviser would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of the Adviser's duties under this Contract or by reason of the Adviser's
reckless disregard of its obligations and duties hereunder.
6. In consideration of the services to be rendered by the Adviser
under this Contract, each Covered Fund shall pay the Adviser a monthly fee on
the first business day of each month based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of that Fund during the
preceding month, at annual rates set forth in a Supplement to this Contract with
respect to that Fund. If the fees payable to the Adviser pursuant to this
paragraph 6 begin to accrue before the end of any month or if this Contract
terminates before the end of any month, the fees for the period from that date
to the end of that month or from the beginning of that month to the date of
termination, as the case may be, shall be prorated according to the proportion
which the period bears to the full month in which the effectiveness or
termination occurs. For purposes of calculating the monthly fees, the value of
the net assets of each Covered Fund shall be computed in the manner specified in
the Registration Statement for the computation of net asset value. For purposes
<PAGE>
of this Contract, a "business day" is any day the New York Stock Exchange is
open for trading.
7. If the aggregate expenses of every character incurred by, or
allocated to, a feeder fund in a two tier mutual fund structure which invests
substantially all of its investable assets in a Covered Fund (a "Feeder Fund")
in any fiscal year, other than interest, taxes, brokerage commissions and other
portfolio transaction expenses, other expenditures which are capitalized in
accordance with generally accepted accounting principles and any extraordinary
expense (including, without limitation, litigation and indemnification expense)
otherwise allocable to the Feeder Fund, but including the fees payable under
this Contract ("includible expenses"), shall exceed any applicable expense
limitations, the Adviser shall pay the corresponding Covered Fund an amount
equal to 50% of that excess. With respect to portions of a fiscal year in which
this Contract shall be in effect, the foregoing limitations shall be prorated
according to the proportion which that portion of the fiscal year bears to the
full fiscal year. At the end of each month of the Trust's fiscal year, the
Sponsor will review the includible expenses accrued during that fiscal year to
the end of the period and shall estimate the contemplated includible expenses
for the balance of that fiscal year. If, as a result of that review and
estimation, it appears likely that the includible expenses will exceed the
limitations referred to in this paragraph 7 for a fiscal year with respect to a
Feeder Fund, the monthly fees relating to the corresponding Covered Fund payable
to the Adviser under this Contract for such month shall be reduced, subject to a
later reimbursement to reflect actual expenses, by an amount equal to 50% of a
pro rata portion (prorated on the basis of the remaining months of the fiscal
year, including the month just ended) of the amount by which the includible
expenses for the fiscal year (less an amount equal to the aggregate of actual
reductions made pursuant to this provision with respect to prior months of the
fiscal year) are expected to exceed the limitations provided in this paragraph
7. For purposes of the foregoing, the value of the net assets of each Covered
Fund shall be computed in the manner specified in paragraph 6, and any payments
required to be made by the Adviser shall be made once a year promptly after the
end of the Trust's fiscal year.
8. (a) This Contract and any Supplement hereto shall become effective
with respect to a Covered Fund on the date specified in such Supplement and
shall thereafter continue in effect with respect to that Fund for a period of
more than two years from such date only so long as the continuance is
specifically approved at least annually (i) by the vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) or by the
Board of Trustees and (ii) by the vote, cast in person at a meeting called for
that purpose, of a majority of the members of the Board of Trustees who are not
parties to this Contract or "interested persons" (as defined in the 1940 Act) of
any such party.
(b) This Contract and any Supplement hereto may be terminated
with respect to a Covered Fund at any time, without the payment of any penalty,
by a vote of a majority of the outstanding voting securities of that Fund (as
defined in the 1940 Act) or by a vote of a majority of the entire Board of
Trustees on 60 days' written notice to the Adviser or by the Adviser on 60 days'
written notice to the Trust. This Contract shall terminate automatically in the
event of its assignment (as defined in the 1940 Act).
9. Except to the extent necessary to perform the Adviser's obligations
under this Contract, nothing herein shall be deemed to limit or restrict the
right of the Adviser, or any affiliate of the Adviser, or any employee of the
Adviser, to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
firm, individual or association.
10. The investment management services of the Adviser to the Trust
under this Contract are not to be deemed exclusive as to the Adviser and the
Adviser will be free to render similar services to others.
11. This Contract shall be construed in accordance with the laws of the
State of New York provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act.
12. In the event that the Board of Trustees shall establish one or more
additional investment portfolios, it shall so notify the Adviser in writing. If
the Adviser wishes to render investment advisory services to such portfolio, it
shall so notify the Trust in writing, whereupon such portfolio shall become a
Covered Fund hereunder.
13. The Declaration of Trust establishing the Trust, together with all
amendments thereto (the "Declaration"), provides that the name of the Trust
refers to the Trustees under the Declaration collectively as Trustees and not as
individuals or personally, and that no shareholder, Trustee, officer, employee
or agent of the Trust shall be subject to claims against or obligations of the
Trust to any extent whatsoever, but that the Trust estate only shall be liable.
<PAGE>
If the foregoing correctly sets forth the agreement between the Trust and the
Adviser, please so indicate by signing and returning to the Trust the enclosed
copy hereof.
Very truly yours,
REPUBLIC PORTFOLIOS
By ____________________________
Name:
Title:
ACCEPTED:
REPUBLIC NATIONAL BANK OF NEW YORK
By ____________________________________
Title:
<PAGE>
EXHIBIT C-4
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
Republic Portfolios
Floor 2, Block 2
Harcourt Centre
Dublin 2, Ireland
___________, 1997
Republic National Bank of New York
452 Fifth Avenue
New York, NY 10018
Dear Sirs:
Re: [Fund]
This will confirm the agreement between the undersigned (the "Trust")
and Republic National Bank of New York (the "Adviser") as follows:
1. The Trust is an open-end management investment company organized as
a New York trust and consists of such separate investment portfolios as have
been or may be established by the Trustees of the Trust from time to time.
Separate interests of the Trust are offered to investors with respect to each
investment portfolio. _________(the "Fund") is a separate investment portfolio
of the Trust.
2. The Trust and the Adviser have entered into an Investment Advisory
Contract ("Advisory Contract") pursuant to which the Trust has employed the
Adviser to provide investment advisory and other services specified in the
Advisory Contract and the Adviser has accepted such employment. Terms used but
not otherwise defined herein shall have the same meanings assigned to them by
the Advisory Contract.
3. As provided in paragraph I of the Advisory Contract, the Trust
hereby adopts the Advisory Contract with respect to the Fund and the Adviser
hereby acknowledges that the Advisory Contract shall pertain to the Fund, the
terms and conditions of the Advisory Contract being hereby incorporated herein
by reference.
4. The term "Covered Fund" as used in the Advisory Contract shal1, for
purposes of this Supplement, pertain to the Fund.
5. As provided in paragraph 6 of the Advisory Contract and subject to
further conditions as set forth therein, the Trust shall with respect to the
Fund pay the Adviser a monthly fee on the first business day of each month at
the annual rate of _____% of the average daily value (as determined on each
business day at the time set forth in the Prospectus for determining net asset
value per share) of the net assets of the Fund during the preceding month.
6. This Supplement and the Advisory Contract (together, the "Contract")
shall become effective with respect to the Fund on ________, 1997 and shall
continue in effect with respect to the Fund for an initial term of two years
from that date, and shall continue in effect thereafter, but only so long as the
continuance is specifically approved at least annually (a) by the vote of a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by the Board of Trustees, and (b) by the vote, cast in person at a
meeting called for that purpose, of a majority of the members of the Board of
Trustees who are not parties to this Contract or "interested persons" (as
defined in the 1940 Act) of any such party. This Contract may be terminated with
respect to the Fund at any time, without the payment of any penalty, by vote of
a majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by a vote of a majority of the members of the Board of Trustees on
60 days' written notice to the Adviser or by the Adviser on 60 days' written
notice to the Trust. This Contract shall terminate automatically in the event of
its assignment as defined in the 1940 Act.
<PAGE>
If the foregoing correctly sets forth the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
REPUBLIC PORTFOLIOS
By _____________________________
Name:
Title:
ACCEPTED:
REPUBLIC NATIONAL BANK OF NEW YORK
By _____________________________________
Title:
<PAGE>
EXHIBIT C-5
[REPUBLIC FUNDS] [REPUBLIC PORTFOLIOS]
[FUND]
SUB-ADVISORY AGREEMENT
AGREEMENT, effective commencing on ____________, 1997, between
_________________ (the "Sub-adviser") and Republic National Bank of New York
(the "Manager").
WHEREAS, the Manager has been retained by ___________ (the "Trust"), a
[Massachusetts business trust] [New York trust] registered as an open-end
diversified investment management company under the Investment Company Act of
1940, as amended (the "1940 Act"), to provide investment advisory services to
________ (the "Fund") pursuant to an Investment Advisory Contract and Supplement
thereto dated ___________, 1997 (the "Advisory Agreement");
WHEREAS, the Trust's Board of Trustees, including a majority of the
Trustees who are not parties to this Agreement or "interested persons," as
defined in the 1940 Act, of any party to this Agreement, have approved the
appointment of the Sub-adviser to perform certain investment advisory services
for the Fund pursuant to this Sub-advisory Agreement and the Sub-adviser is
willing to perform such services for the Fund;
WHEREAS, pursuant to an order of exemption from the Securities and
Exchange Commission ("SEC"), the performance by Sub-adviser of the services
contemplated herein is not subject to approval by the shareholders of the Trust
or the Fund;
WHEREAS, the Sub-adviser is registered or exempt from registration as
an investment adviser under the Investment Advisers Act of 1940, as amended
("Advisers Act");
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the Manager and the Sub-adviser as
follows:
1. Appointment. The Manager hereby appoints the Sub-adviser to perform
advisory services to the Fund for the periods and on the terms set forth in this
Sub-advisory Agreement. The Sub-adviser accepts such appointment and agrees to
furnish the services herein set forth, for the compensation herein provided.
2. Investment Advisory Duties. Subject to the supervision of the Board
of Trustees of the Trust and the Manager, the Sub-adviser will, in coordination
with the Manager, (a) provide a program of continuous investment management for
the portion of the Fund allocated by the Manager to the Sub-adviser (the
"Sub-adviser's Portfolio") for management in accordance with the Fund's
investment objectives, policies and limitations as stated in the Fund's
Prospectus and Statement of Additional Information included as part of the
Trust's Registration Statement on behalf of the Fund filed with the Securities
and Exchange Commission, as they may be amended from time to time, copies of
which shall be provided to the Sub-adviser by the Manager; (b) make investment
decisions for the Sub-adviser's Portfolio; and (c) place orders to purchase and
sell securities for the Sub-adviser's Portfolio. In particular, the Sub-adviser
will be responsible for the market timing of purchases and sales and for all
yield enhancement strategies used in managing the Sub-adviser's Portfolio.
In performing its investment management services to the Fund hereunder,
the Sub-adviser will provide the Fund with ongoing investment guidance and
policy direction, including oral and written research, analysis, advice,
statistical and economic data and judgments regarding individual investments,
general economic conditions and trends and long-range investment policy, with
respect, in all cases, to the Sub-adviser's Portfolio. The Sub-adviser will
determine the securities, instruments, repurchase agreements, options and other
investments and techniques that the Sub-adviser's Portfolio will purchase, sell,
enter into or use, and will provide an ongoing evaluation of the Sub-adviser's
Portfolio. The Sub-adviser will determine what portion of the Sub-adviser's
Portfolio shall be invested in securities and other assets.
The Sub-adviser further agrees that, in performing its duties
hereunder, it will:
(a) comply with the 1940 Act and all rules and regulations thereunder,
the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code"),
and all other applicable federal and state laws and regulations, and with any
applicable procedures adopted by the Trustees;
(b) manage the Sub-adviser's Portfolio so that it will qualify, and
continue to qualify (except where extraordinary circumstances dictate
otherwise), as a regulated investment company under Subchapter M of the Code and
regulations issued thereunder, and conduct periodically such Subchapter M
compliance reviews as the Manager and Sub-adviser determine appropriate;
(c) place orders pursuant to its investment determinations for the
Sub-adviser's Portfolio directly with the issuer, or with any broker or dealer,
in accordance with applicable policies expressed in the Fund's Prospectus and/or
Statement of Additional Information and in accordance with applicable legal
requirements;
(d) furnish to the Trust whatever statistical information the Trust may
reasonably request with respect to the Sub-adviser's Portfolio's assets or
contemplated investments. In addition, the Sub-adviser will keep the Trust and
the Trustees informed of developments materially affecting the Sub-adviser's
Portfolio and shall, on the Sub-adviser's own initiative, furnish to the Trust
from time to time whatever information the Sub-adviser believes appropriate for
this purpose;
(e) provide the Manager and the Board of Trustees of the Trust with a
copy of a written code of ethics complying with the requirements of Rule 17j-1
under the 1940 Act, together with evidence of its adoption. Within fifteen days
of the end of the calendar quarter of each year that this Sub-advisory Agreement
is in effect, the president or a vice-president of the Sub-adviser shall certify
to the Manager that the Sub-adviser has complied with the requirements of Rule
17j-1 during the previous year and that there has been no violation of the
Sub-adviser's code of ethics or, if such a violation has occurred, that
appropriate action was taken in response to such violation. Upon the written
request of the Manager, the Sub-adviser shall permit the Manager, its employees
or its agents to examine the reports required to be made to the Sub-adviser by
Rule 17j-l(c)(1) and all other records relevant to the Sub-adviser's code of
ethics;
(f) provide the Manager with a copy of its Form ADV as most recently
filed with the SEC and promptly will furnish a copy of all amendments to the
Manager at least annually;
(g) notify the Manager of any change of control of the Sub-adviser and
any changes in the key personnel or general partners of the Sub-adviser, in each
case prior to or promptly after such change;
(h) make available to the Manager and the Trust, promptly upon their
request, such copies of its investment records and ledgers with respect to the
Sub-adviser's Portfolio as may be required to assist the Manager and the Trust
in their compliance with applicable laws and regulations. The Sub-adviser will
furnish the Trustees with such periodic and special reports regarding the
Sub-adviser's Portfolio as they may reasonably request;
(i) immediately notify the Manager and the Trust in the event that the
Sub-adviser or any of its affiliates: (1) becomes aware that it is subject to a
statutory disqualification that prevents the Sub-adviser from serving as an
investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware
that it is the subject of an administrative proceeding or enforcement action by
the SEC or other regulatory authority. The Sub-adviser further agrees to notify
the Trust and the Manager immediately of any material fact known to the
Sub-adviser respecting or relating to the Sub-adviser that is not contained in
the Trust's Registration Statement with respect to the Fund, or any amendment or
supplement thereto, but that is required to be disclosed therein, and of any
statement contained therein that becomes untrue in any material respect.
3. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this Section 3, the Sub-adviser shall pay the compensation and
expenses of all its directors, partners, officers and employees, if any, who
serve as officers and executive employees of the Trust (including the Fund's
share of payroll taxes), and the Sub-adviser shall make available, without
expense to the Fund, the service of its directors, partners, officers and
employees, if any, who may be duly elected officers of the Trust, subject to
their individual consent to serve and to any limitations imposed by law.
The Sub-adviser shall not be required to pay any expenses of the Fund
other than those specifically allocated to the Sub-adviser in this Section 3. In
particular, but without limiting the generality of the foregoing, the
Sub-adviser shall not be responsible for any of the following expenses of the
Fund: organization and offering expenses of the Fund (including out-of-pocket
expenses); fees payable to the Manager and to any other Fund advisers or
consultants; legal expenses; auditing and accounting expenses; interest
expenses; telephone, telex, facsimile, postage and other communications
expenses; taxes and governmental fees; dues and expenses incurred by or with
respect to the Fund in connection with membership in investment company trade
organizations; cost of insurance relating to fidelity coverage for the Trust's
officers and employees; fees and expenses of any custodian, subcustodian,
transfer agent, registrar, or dividend disbursing agent of the Fund; payments
for maintaining the Fund's financial books and records and calculating the daily
net asset value of the Fund's shares; other payments for portfolio pricing or
valuation services to pricing agents, accountants, bankers and other
specialists, if any; expenses of preparing share certificates and other expenses
in connection with the issuance, offering, distribution or sale of securities
issued by the Fund; expenses relating to investor and public relations; expenses
of registering and qualifying shares of the Fund for sale (if any); freight,
insurance and other charges in connection with the shipment of the portfolio
securities of the Fund; brokerage commissions or other costs of acquiring or
disposing of any portfolio securities or other assets of the Fund, or of
entering into other transactions or engaging in any investment practices with
respect to the Fund; expenses of printing and distributing prospectuses,
Statements of Additional Information, reports, notices and dividends to
stockholders; costs of stationery; litigation expenses; costs of stockholders'
and other meetings; the compensation and all expenses (specifically including
travel expenses relating to the Fund's business) of officers, trustees and
employees of the Trust who are not interested persons of the Sub-adviser; and
travel expenses (or an appropriate portion thereof) of officers or trustees of
the Trust who are officers, directors or employees of the Sub-adviser to the
extent that such expenses relate to attendance at meetings of the Board of
Trustees of the Trust or any committees thereof or advisers thereto.
4. Compensation. As compensation for the services provided and expenses
assumed by the Sub-adviser under this Agreement, the Trust will pay the
Sub-adviser within 21 calendar days after the end of each calendar quarter an
advisory fee computed daily on the basis of the Sub-adviser's Portfolio's
average daily net assets allocated to the Sub-adviser at an annual rate of
_____________. The "average daily net assets" of the Sub-adviser's Portfolio
shall mean the average of the values placed on the Sub-adviser's Portfolio's net
assets as of 4:00 p.m. (New York time) on each day on which the net asset value
of the Fund is determined consistent with the provisions of Rule 22c-1 under the
1940 Act or, if the Fund lawfully determines the value of its net assets as of
some other time on each business day, as of such other time. The value of net
assets of the Fund shall always be determined pursuant to the applicable
provisions of the Trust's Declaration of Trust and Registration Statement. If,
pursuant to such provisions, the determination of net asset value is suspended
for any particular business day, then for the purposes of this Section 4, the
value of the net assets of the Fund as last determined shall be deemed to be the
value of its net assets as of the close of regular trading on the New York Stock
Exchange, or as of such other time as the value of the net assets of the Fund's
portfolio may lawfully be determined, on that day. If the determination of the
net asset value of the shares of the Fund has been so suspended for a period
including any quarter end when the Sub-adviser's compensation is payable
pursuant to this Section, then the Sub-adviser's compensation payable at the end
of such month shall be computed on the basis of the value of the net assets of
the Fund as last determined (whether during or prior to such quarter). If the
Fund determines the value of the net assets of its portfolio more than once on
any day, then the last such determination thereof on that day shall be deemed to
be the sole determination thereof on that day for the purposes of this Section
4. In the event that this Agreement is terminated pursuant to Section 10 hereof,
the Sub-adviser shall be entitled to a pro rata portion of the fee under this
Section 4 through and including the date upon which the Agreement is terminated
and the Sub-adviser ceases to provide investment advisory services to the Fund
hereunder.
5. Books and Records. The Sub-adviser agrees to maintain such books and
records with respect to its services to the Fund as are required by Section 31
under the 1940 Act, and rules adopted thereunder, and by other applicable legal
provisions, and to preserve such records for the periods and in the manner
required by that Section, and those rules and legal provisions. The Sub-adviser
also agrees that records it maintains and preserves pursuant to Rules 31a-1 and
Rule 31a-2 under the 1940 Act and otherwise in connection with its services
hereunder are the property of the Fund and will be surrendered promptly to the
Fund upon its request. The Sub-adviser further agrees that it will furnish to
regulatory authorities having the requisite authority any information or reports
in connection with its services hereunder which may be requested in order to
determine whether the operations of the Fund are being conducted in accordance
with applicable laws and regulations.
6. Standard of Care and Limitation of Liability. The Sub-adviser shall
exercise its best judgment in rendering the services provided by it under this
Sub-advisory Agreement. The Sub-adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund or the holders
of the Fund's shares in connection with the matters to which this Sub-advisory
Agreement relate, provided that nothing in this Sub-advisory Agreement shall be
deemed to protect or purport to protect the Sub-adviser against any liability to
the Fund or to holders of the Fund's shares to which the Sub-adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or by reason of the
Sub-adviser's reckless disregard of its obligations and duties under this
Sub-advisory Agreement. As used in this Section 6, the term "Sub-adviser" shall
include any officers, directors, partners, employees or other affiliates of the
Sub-adviser performing services for the Fund.
7. Indemnification.
(a) The Sub-adviser hereby agrees to indemnify and hold harmless the
Manager from any controversies, claims, suits, losses, liabilities, judgments,
awards or settlements, and costs or expenses, including reasonable legal fees,
caused by, or in any way related to, the investment decisions rendered by the
Sub-adviser concerning the Sub-adviser's Portfolio in a manner inconsistent with
Section 6 hereof, any failure of the Sub-adviser to fulfill any of its other
obligations under this Sub-advisory Agreement, any material misrepresentation,
or omission to disclose material facts, by the Sub-adviser to the Manager or any
shareholder of the Fund, or any violation of applicable law by the Sub-adviser.
The Sub-adviser also agrees to indemnify and hold harmless the Manager with
respect to any losses incurred as the result of errors made by the Sub-adviser
in transmitting orders to any broker for execution.
(b) The Manager hereby agrees to indemnify and hold harmless the
Sub-adviser from any controversies, claims, suits, losses, liabilities,
judgments, awards or settlements, and costs or expenses, including reasonable
legal fees, caused by, or in any related to, its failure to fulfill any of its
obligations under this Sub-advisory Agreement. The Manager also agrees to
indemnify and hold harmless the Sub-adviser with respect to any losses related
to the failure of any other sub-adviser to the Fund to perform its obligations
to the Fund in a manner consistent with the applicable sub-advisory agreement
between the Manager and such other sub-adviser, provided that the Manager's
liability to the Sub-adviser shall be limited to the extent that the Manager is
indemnified by the other sub-adviser and the Manager uses all reasonable efforts
to obtain any indemnification that is available to the Manager from the other
sub-adviser.
(c) If any party seeks indemnification under this Agreement (an
"indemnified party"), it shall notify the other party (the "indemnifying party")
in writing of the assertion of any third party claim or action and shall deliver
all copies of materials received in connection with the matter to the
indemnifying party. The indemnifying party shall have the right to participate
at its own expense in the defense of any such claim or action with counsel of
its own choosing satisfactory to the indemnified party, and the indemnified
party shall cooperate fully with the indemnifying party in the defense or
settlement of any matter that is covered by paragraphs (a) or (b) above, subject
to reimbursement by the indemnifying party for expenses incurred by the
indemnified party in connection with the indemnifying party's participation in
the defense.
8. Services Not Exclusive. It is understood that the services of the
Sub-adviser are not exclusive, and that nothing in this Sub-advisory Agreement
shall prevent the Sub-adviser from providing similar services to other
individuals, institutions or investment companies (whether or not their
investment objectives and policies are similar to those of the Fund) or from
engaging in other activities, provided such other services and activities do
not, during the term of this Sub-advisory Agreement, interfere in a material
manner with the Sub-adviser's ability to meet its obligations to the Trust and
the Fund hereunder. When the Sub-adviser recommends the purchase or sale of a
security for other investment companies and other clients, and at the same time
the Sub-adviser recommends the purchase or sale of the same security for the
Fund, the Sub-adviser may, but shall not be obligated to, aggregate the orders
for securities to be purchased or sold. It is understood that in light of its
fiduciary duty to the Fund, such transactions will be executed on a basis that
is fair and equitable to the Fund. In connection with purchases or sales of
portfolio securities for the account of the Fund, neither the Sub-adviser nor
any of its directors, partners, officers or employees shall act as a principal
or agent or receive any commission.
9. Documentation. The Fund shall provide the Sub-adviser with the
following documents, as soon as they are available:
(a) the Trust's registration statement relating to the Fund, and any
amendments thereto;
(b) the Declaration of Trust and By-laws (and any amendments thereto) of
the Trust;
(c) resolutions of the Board of Trustees of the Trust authorizing the
appointment of ___________ to serve as Sub-adviser and approving this
Sub-advisory Agreement;
(d) the Trust's Notification of Registration on Form N-8A; and
(e) the Fund's current Prospectus and Statement of Additional Information,
and any supplements thereto.
10. Duration and Termination. This Sub-advisory Agreement shall
continue for an initial term of two years from the date set forth above, and
shall thereafter continue in effect only so long as continuance is specifically
approved at least annually by the vote of a majority of the Board of Trustees,
including a majority of the Trustees who are not parties to this Agreement or
"interested persons" of any party to this Agreement, at a meeting called for
that purpose, unless sooner terminated as provided herein. Notwithstanding the
foregoing, this Sub-advisory Agreement may be terminated: (a) at any time
without penalty upon thirty (30) days' written notice to the Sub-adviser by (i)
the Fund upon the vote of a majority of the Trustees or upon the vote of a
majority of the Fund's outstanding voting securities, or (ii) the Manager, or
(b) by the Sub-adviser upon thirty (30) days' written notice to the Fund,
provided that the Sub-adviser shall continue to be responsible for managing the
assets of the Fund for sixty (60) business days after the end of the notice
period unless the Fund shall agree in writing to shorten the period. Anything to
the contrary herein notwithstanding, any termination carried out pursuant to
this Section 10(b) shall be without penalty and, further, the compensation
schedule set forth in Section 4 hereof shall apply to the service of the
Sub-adviser beyond the end of the notice period provided in this Section 10(b).
This Sub-advisory Agreement will also terminate automatically in the event of
its assignment (as defined in the 1940 Act) or the assignment or termination of
the Advisory Agreement.
11. Amendments. No provision of this Sub-advisory Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Sub-advisory
Agreement shall be effective until approved by an affirmative vote of (i) a
majority of the outstanding voting securities of the Fund, and (ii) a majority
of the Trustees of the Fund, including a majority of Trustees who are not
interested persons of any party to this Sub-advisory Agreement, cast in person
at a meeting called for the purpose of voting on such approval, if such approval
is required by applicable law.
12. Notices. Any notice or other communication required or permitted
to be given hereunder shall be given in writing and mailed, faxed or delivered
to the other party at its address as follows:
If to the Manager:
Republic National Bank of New York
452 Fifth Avenue
New York, New York 10018
Attention: Ms. Mary E. Martinez
If to the Sub-adviser:
[Name]
[Address]
Attention:
Any party may specify a different or additional address for notice by
sending a written notice to the other at the address above, or at that or those
last given hereunder.
13. Miscellaneous.
(a) This Sub-advisory Agreement shall be governed by the laws of the
State of New York, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act, or rules or orders of the SEC
thereunder. Exclusive original jurisdiction to any claim, action or dispute
between the parties arising out of this Agreement shall be solely in state or
federal district courts sitting in the State of New York.
(b) The captions of this Sub-advisory Agreement are included for
convenience only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
(c) If any provision of this Sub-advisory Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Sub-advisory Agreement shall not be affected hereby and, to this extent,
the provisions of this Sub-advisory Agreement shall be deemed to be severable.
Where the effect of a requirement of the federal securities laws reflected in
any provision of this Sub-advisory Agreement is made less restrictive by a rule,
regulation or order of the SEC, whether of special or general application, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order. This Agreement may be signed in counterpart.
(d) Nothing herein shall be construed as constituting the Sub-adviser,
or any of its directors, officers or employees, an agent of the Manager or the
Fund, nor the Manager, or any of its directors, officers or employees, an agent
of the Sub-adviser.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of _______________, 199_.
SUB-ADVISER
By ______________________________
Name:
Title:
REPUBLIC NATIONAL BANK OF
NEW YORK
By ______________________________
Name:
Title:
<PAGE>
EXHIBIT D
Summary Information on Republic and the Sub-Advisers
Republic National Bank of New York
Republic, whose principal business address is 452 Fifth Avenue, New
York, New York 10018, serves as investment manager to each Portfolio pursuant to
the Current Management Agreement. Republic also serves as investment adviser to
the U.S. Government Money Market Fund, the New York Tax-Free Money Market Fund
and the New York Tax-Free Bond Fund and as investment manager to the Equity
Fund. Republic is a wholly owned subsidiary of Republic New York Corporation, a
registered bank holding company. The principal business address of Republic New
York Corporation is 452 Fifth Avenue, New York, New York 10018. As of March 31,
1996, Republic was the 11th largest commercial bank in the United States
measured by deposits and the 14th largest commercial bank measured by
shareholder equity.
Republic and its affiliates may have deposit, loan and other commercial
banking relationships with the issuers of obligations purchased for the
Portfolios, including outstanding loans to such issuers which may be repaid in
whole or in part with the proceeds of obligations so purchased.
Republic's principal executive officers are set forth below. The
address of each as it relates to his or her duties at Republic, is the same as
that of Republic.
Name Principal Occupation
Miller Anderson & Sherred
Miller Anderson & Sherred ("MAS") is the Sub-Adviser to the Republic
Fixed Income Portfolio. MAS has been in the investment advisory business since
1969, and as of March 31, 1996 had approximately $36.2 billion in assets under
management. MAS is a Pennsylvania limited liability partnership with principal
offices at One Tower Bridge, West Conshohocken, Pennsylvania 19428.
On January 3, 1996, Morgan Stanley Group, Inc. acquired MAS in a
transaction in which Morgan Stanley Asset Management Holdings, Inc., an indirect
wholly owned subsidiary of Morgan Stanley Group Inc., became the sole general
partner of MAS. Morgan Stanley Asset Management Holdings Inc. and two other
wholly owned subsidiaries of Morgan Stanley Group Inc. became the limited
partners of MAS. Morgan Stanley Group Inc. and various of its directly or
indirectly owned subsidiaries are engaged in a wide range of financial services.
MAS's principal executive officers are set forth below. The address of
each as it relates to his or her duties at MAS, is the same as that of MAS.
Name Principal Occupation
Alliance Capital Management L.P.
Alliance Capital Management L.P. ("Alliance") is one of the two
Sub-Advisers to the Equity Fund. Alliance, a Delaware limited partnership with
principal offices at 1345 Avenue of the Americas, New York 10105, is a leading
international investment manager supervising client accounts with assets as of
September 30, 1996 totaling approximately $173.7 billion. Alliance's clients are
primarily major corporate employee benefit funds, public employee retirement
systems, investment companies, foundations and endowment funds.
Alliance Capital Management Corporation ("ACMC") is the general partner
of Alliance and conducts no other active business. Units representing assignment
of beneficial ownership of limited partnership interests of Alliance are
publicly traded on the New York Stock Exchange. As of September 30, 1996, The
Equitable Life Assurance Society of the United States ("Equitable"), ACMC, Inc.
and Equitable Capital Management Corporation ("ECMC") were the beneficial owners
of approximately 57.4% of the outstanding units of Alliance. ACMC, ECMC, and
ACMC, Inc. are wholly owned subsidiaries of Equitable. Equitable, a New York
life insurance company, had total assets as of June 30, 1996 of over $70.9
billion. Equitable is a wholly owned subsidiary of The Equitable Companies
Incorporated, a Delaware corporation ("ECI"), whose shares are publicly traded
on the New York Stock Exchange. As of March 1, 1996, AXA, a French insurance
holding company, owned 63.9% of the issued and outstanding shares of the common
stock of ECI.
Alliance's principal executive officers are set forth below. The
address of each as it relates to his or her duties at Alliance, is the same as
that of Alliance.
Name Principal Occupation
Brinson Partners, Inc.
Brinson Partners, Inc. ("Brinson") is one of the two Sub-Advisers to
the Equity Fund. Brinson, a Delaware corporation, is an investment management
firm managing, as of June 30, 1996, approximately $58 billion, primarily for
pension and profit sharing institutional accounts. Brinson was organized in 1989
when it acquired the institutional asset management business of The First
National Bank of Chicago and First Chicago Investment Advisors, N.A. Brinson and
its predecessor entities have managed domestic and international investment
assets since 1974 and global investment assets since 1982.
Brinson's principal executive officers are set forth below. The address
of each as it relates to his or her duties at Brinson, is the same as that of
Brinson.
Name Principal Occupation
Capital Guardian Trust Company
Capital Guardian Trust Company ("CGTC") is the Sub-Adviser to the
International Equity Portfolio. CGTC, which was founded in 1968, is a wholly
owned subsidiary of The Capital Group Companies, Inc., both of which are located
at 333 South Hope Street, Los Angeles, California 90071. As of December 31,
1996, CGTC managed in excess of $56 billion of assets primarily for large
institutional clients.
CGTC's principal executive officers are set forth below. The address
of each as it relates to his or her duties at CGTC, is the same as that of CGTC
Name Principal Occupation
MFS Institutional Advisors, Inc.
MFS Institutional Advisors, Inc. ("MIA") is the Sub-Adviser to the
Small Cap Equity Portfolio. MIA, together with its parent company, Massachusetts
Financial Services Company ("MFS"), is America's oldest mutual fund
organization. MFS and its predecessor organizations have a history of money
management dating from 1924 and the found of the first mutual fund in the U.S.;
Massachusetts Investors Trust. Net assets under the management of the MFS
organization were approximately $45.9 billion on behalf of approximately 2.1
million investor accounts as of July 31, 1996. As of such date, the MFS
organization managed approximately $22.1 billion of assets invested in equity
securities, approximately $19.5 billion of assets invested in fixed income
securities, and $4.0 billion of assets invested in securities of foreign issuers
and non-U.S. dollar securities. MFS is a wholly owned subsidiary of Sun Life
Assurance Company of Canada (U.S.), which in turn is a wholly owned subsidiary
of Sun Life Assurance Company of Canada ("Sun Life"). Sun Life, a mutual life
insurance company, is one of the largest international life insurance companies
and has been operating in the U.S. since 1895, establishing a headquarters
office in the U.S. in 1973. The executive officers of MFS report to the Chairman
of Sun Life.
MIA's principal executive officers are included as Exhibit D. The
address of each as it relates to his or her duties at MIA, is the same as that
of MIA.
<PAGE>
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 Stelzer Road
Columbus, Ohio 43219-3035
PROXY CARD FOR [NAME OF FUND]
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of each of the
above-listed Companies (the "Companies") for use at a joint Special Meeting of
their Shareholders (the "Meeting") to be held on November 21, 1997 at 10:00
a.m., Eastern time, at the address above.
The undersigned, revoking previous proxies, hereby appoints __________
and _____________, and both of them, with full power of substitution, as proxies
of the undersigned to vote at the above-stated Meeting, and at all adjournments
thereof, all interests in the Fund that are held of record by the undersigned on
the record date of the Meeting, upon the following matters and upon any other
matter which may come before the Meeting, in their discretion:
1A. To approve ALL of the proposed changes to its fundamental investment
restrictions.
[ ] For [ ] Against [ ] Abstain
1B. If you do not vote to approve all of the proposed changes, but only wish to
approve certain of the proposed changes to the Fund's fundamental
investment restrictions.
Proposed Uniform Fundamental Investment Restrictions
1. Borrowing/Senior Securities
[ ] For [ ] Against [ ] Abstain
2. Diversification
[ ] For [ ] Against [ ] Abstain
3. Industry Concentration
[ ] For [ ] Against [ ] Abstain
4. Lending
[ ] For [ ] Against [ ] Abstain
5. Underwriting Securities
[ ] For [ ] Against [ ] Abstain
6. Commodities
[ ] For [ ] Against [ ] Abstain
7. Real Estate
[ ] For [ ] Against [ ] Abstain
Other Proposed Changes to Fundamental Investment Restrictions
1. Margin Purchases
[ ] For [ ] Against [ ] Abstain
2. Options
[ ] For [ ] Against [ ] Abstain
3. Restricted Securities
[ ] For [ ] Against [ ] Abstain
4. Short Sales
[ ] For [ ] Against [ ] Abstain
5. Pledging Securities
[ ] For [ ] Against [ ] Abstain
6. Investing for Control
[ ] For [ ] Against [ ] Abstain
7. Investment Companies
[ ] For [ ] Against [ ] Abstain
8. Debt Acquisition
[ ] For [ ] Against [ ] Abstain
9. Illiquid Securities
[ ] For [ ] Against [ ] Abstain
10. Oil & Gas Interests
[ ] For [ ] Against [ ] Abstain
11. Affiliated Investments
[ ] For [ ] Against [ ] Abstain
2. To approve new investment advisory contracts with Republic National Bank of
New York ("Republic") and related new sub-advisory contracts, authorizing
Republic to retain and discharge sub-advisers without the necessity of
obtaining shareholder approval, subject to receipt of an exemptive order
from the Securities and Exchange Commission (the "SEC").
[ ] For [ ] Against [ ] Abstain
3. In the event the requested exemptive relief is not obtained or the new
advisory contracts and sub-advisory contracts are not approved by
shareholders, to ratify continuation of the existing investment advisory
and sub-advisory contracts.
[ ] For [ ] Against [ ] Abstain
4. To ratify the selection of independent auditors for its current fiscal
year.
[ ] For [ ] Against [ ] Abstain
<PAGE>
5. To transact such other business as may properly come before the Meeting and
any adjournment thereof.
Every properly signed proxy will be voted in the manner specified therein and,
in the absence of specification, will be treated as GRANTING authority to vote
FOR Proposals 1 - 4 above.
PLEASE SIGN, DATE AND RETURN PROMPTLY
Receipt of Notice of Special Meeting
of Shareholders and Proxy Statement
is hereby acknowledged.
_________________________________________
Sign here exactly as name(s) appears on account.
_________________________________________
Dated: _____________________, 1997
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your FULL
title.
