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<EXPENSES-NET> 1585360
<NET-INVESTMENT-INCOME> (1096008)
<REALIZED-GAINS-CURRENT> 17034495
<APPREC-INCREASE-CURRENT> 13041935
<NET-CHANGE-FROM-OPS> 28980422
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 293756
<DISTRIBUTIONS-OF-GAINS> 14603978
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3779113
<NUMBER-OF-SHARES-REDEEMED> 3184167
<SHARES-REINVESTED> 1394006
<NET-CHANGE-IN-ASSETS> 35603363
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 13796513
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1585360
<AVERAGE-NET-ASSETS> 134896285
<PER-SHARE-NAV-BEGIN> 11.48
<PER-SHARE-NII> (0.09)
<PER-SHARE-GAIN-APPREC> 2.65
<PER-SHARE-DIVIDEND> 0.03
<PER-SHARE-DISTRIBUTIONS> 1.45
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.56
<EXPENSE-RATIO> 1.18
</TABLE>
The Board of Trustees
of the Republic Advisor Funds Trust - Republic Fixed Income
Fund, Republic International Equity Fund, Republic Small Cap
Equity Fund:
In planning and performing our audit of the financial statements
of the Republic Advisor Funds Trust for the year ended October
31, 1999, we considered its internal control, including control
activities for safeguarding securities, in order to determine
our auditing procedures for the purpose of expressing our opinion
on the financial statements and to comply with the requirements
of Form N-SAR, not to provide assurance on internal control.
The management of the Republic Advisor Funds Trust is responsible
for establishing and maintaining internal control. In fulfilling
this responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit
pertain to the entity's objective of preparing financial
statements for external purposes that are fairly presented in
conformity with generally accepted accounting principles.
Those controls include the safeguarding of assets against
unauthorized acquisition, use, or disposition.
Because of inherent limitations in any internal control,
errors or fraud may occur and not be detected. Also,
projection of any evaluation of internal control to future
periods is subject to the risk that it may become inadequate
because of changes in conditions or that the effectiveness
of the design and operation may deteriorate.
Our consideration of internal control would not necessarily
disclose all matters in internal control that might be material
weaknesses under standards established by the American
Institute of Certified Public Accountants. A material weakness
is a condition in which the design or operation of one or more
Internal control components does not reduce to a relatively
low level the risk that misstatements caused by error or
fraud in amounts that would be material in relation to the
financial statements being audited may occur and not be
detected within a timely period by employees in the normal
course of performing their assigned functions. However,
we noted no matters involving internal control and its
operation, including controls for safeguarding securities,
that we consider to be material weaknesses as defined above
as of October 31, 1999.
This report is intended solely for the information and use
of management, the Board of Trustees of the Republic Advisor
Funds Trust and the Securities and Exchange Commission and
is not intended to be and should not be used by anyone other
than these specified parties.
Columbus, Ohio
December 27, 1999
The Board of Trustees
of the Republic Portfolios - Republic Fixed Income Portfolio,
Republic International Equity Portfolio, Republic Small Cap
Equity Portfolio:
In planning and performing our audit of the financial
statements of the Republic Portfolios for the year ended
October 31, 1999, we considered its internal control,
including control activities for safeguarding securities,
in order to determine our auditing procedures for the purpose
of expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, not to provide
assurance on internal control.
The management of the Republic Portfolios is responsible for
establishing and maintaining internal control. In fulfilling
this responsibility, estimates and judgments by management
are required to assess the expected benefits and related
costs of controls. Generally, controls that are relevant
to an audit pertain to the entity's objective of preparing
financial statements for external purposes that are fairly
presented in conformity with generally accepted accounting
principles. Those controls include the safeguarding of
assets against unauthorized acquisition, use, or disposition.
Because of inherent limitations in any internal control,
errors or fraud may occur and not be detected. Also,
projection of any evaluation of internal control to future
periods is subject to the risk that it may become inadequate
because of changes in conditions or that the effectiveness of
the design and operation may deteriorate.
Our consideration of internal control would not necessarily
disclose all matters in internal control that might be
material weaknesses under standards established by the American
Institute of Certified Public Accountants. A material weakness
is a condition in which the design or operation of one or more
internal control components does not reduce to a relatively
low level the risk that misstatements caused by error or
fraud in amounts that would be material in relation to the
financial statements being audited may occur and not be
detected within a timely period by employees in the normal
course of performing their assigned functions. However, we
noted no matters involving internal control and its operation,
including controls for safeguarding securities, that we consider
to be material weaknesses as defined above as of October 31, 1999.
This report is intended solely for the information and use of
management, the Board of Trustees of the Republic Portfolios
and the Securities and Exchange Commission and is not intended
to be and should not be used by anyone other than these
specified parties.
Columbus, Ohio
December 27, 1999
[DESCRIPTION] REPUBLIC FUNDS/REPUBLIC ADVISOR FUNDS TRUST
Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
............................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
............................................................
(4) Proposed maximum aggregate value of transaction:
............................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
<PAGE>
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 (the 'Companies') to be held on September 10, 1999 at 10:00 a.m.,
Eastern time, at 3435 Stelzer Road, Columbus, Ohio 43219-3035.
This Meeting is required because Republic National Bank of New York
('Republic'), which currently serves, directly or indirectly, as the manager or
investment adviser to the Companies and their respective series (each a 'Fund'
and collectively the 'Funds'), will undergo a change in control upon
consummation of the acquisition by HSBC Holdings plc of Republic's parent
holding company Republic New York Corporation ('RNYC') (the 'Acquisition'). As a
result, subject to approval of the Acquisition by RNYC's shareholders and
effective upon the closing of the Acquisition, which is tentatively scheduled
for October 1, 1999, the current advisory agreements (the 'Current Agreements')
with Republic will terminate automatically by their terms. Termination of the
Current Agreements will cause the automatic termination by their terms of
related sub-advisory agreements (the 'Current Sub-Advisory Agreements') that
Republic has entered into with certain non-affiliated investment advisers (the
'Sub-Advisers').
The purpose of the Meeting is to obtain your approval of (1) new investment
advisory agreements with Republic that will take effect upon closing of the
Acquisition, on substantially the same terms as the Current Agreements ('New
Advisory Agreements'), and (2) for those Funds that have Sub-Advisers, new
sub-advisory agreements between Republic and the Sub-Advisers on substantially
the same terms as the Current Sub-Advisory Agreements (the 'New Sub-Advisory
Agreements')(collectively with the New Advisory Agreements, the 'New
Contracts'), so that Republic and the same Sub-Advisers will continue in their
existing relationship with the Funds following the Acquisition. If for any
reason the shareholders meeting for any Fund is adjourned or otherwise delayed
beyond the closing of the Acquisition, your approval of the New Advisory
Agreement and, if applicable, New Sub-Advisory Agreement(s) for that Fund will
also constitute approval of the implementation of such New Contract(s) for an
interim period beginning from the date the Acquisition is completed through the
date when the Fund has obtained the necessary shareholder approval of such New
Contract(s) ('Interim Period'), subject to the Companies receiving approval of
the Securities and Exchange Commission ('SEC') of the implementation for the
Interim Period. In such event, the Fund would pay the same advisory fees under
the terms of the New Contract(s) as under the Current Agreement and, if
applicable, the Current Sub-Advisory Agreement(s), but the fees would be held in
an escrow account pending receipt of the necessary shareholder approvals of the
New Contract(s). Any payment to the Adviser and, if applicable, Sub-Adviser(s)
during the Interim Period would also need to be approved by the SEC.
The Board of Trustees of each of the Companies has unanimously approved,
and now asks that you vote FOR the proposals. Please take the time to review the
enclosed proxy materials and vote your shares today. You may vote your shares in
any one of three methods: (1) BY MAIL, by signing and returning the enclosed
proxy card in the postage prepaid envelope provided; (2) BY TELEPHONE, by
calling the toll-free number and following the telephone voting instructions
included with the proxy materials; or (3) BY INTERNET, by contacting the website
www.proxyvote.com and following the internet voting instructions included with
the proxy materials. PLEASE MAKE THE EFFORT TO VOTE YOUR SHARES 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 D.F. King & Co.
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,
/s/ Walter B. Grimm
-----------------------
WALTER B. GRIMM
President and Secretary
August 11, 1999
<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 SEPTEMBER 10, 1999
------------------------
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 September 10, 1999 at 3435 Stelzer Road,
Columbus, Ohio 43219-3035 for the following purposes:
1. To approve, for each series of the Companies (each a 'Fund' and
collectively, the 'Funds'), new investment advisory agreements with
Republic National Bank of New York ('Republic') to take effect immediately
following completion of the acquisition by HSBC Holdings plc of Republic's
parent holding company, Republic New York Corporation (the 'Acquisition').
To the extent the shareholders meeting for any Fund is adjourned or
otherwise delayed beyond the closing of the Acquisition, your approval of
the new advisory agreement with Republic for that Fund will also constitute
approval of the implementation of such agreement during the period from the
closing of the Acquisition through the date when the necessary shareholder
approval of the new advisory agreement for that Fund has been obtained,
subject in such event to receiving approval of the Securities and Exchange
Commission ('SEC) of the implementation during such interim period;
2. To approve, for those Funds with respect to which Republic has
entered into sub-advisory agreements with certain non-affiliated investment
advisers (each a 'Sub-Adviser' and collectively, the 'Sub-Advisers'), new
sub-advisory agreements between Republic and the Sub-Advisers to take
effect immediately following completion of the Acquisition. To the extent
the shareholders meeting for any Fund is adjourned or otherwise delayed
beyond the closing of the Acquisition, your approval of the new
sub-advisory agreement(s) for that Fund will also constitute approval of
the implementation of such agreement(s) during the period from the closing
of the Acquisition through the date when the necessary shareholder
approvals of the new sub-advisory agreement(s) for that Fund have been
obtained, subject in such event to receiving approval of the SEC of the
implementation during such interim period; and
3. 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 all of the Funds. The
shareholders of each Fund will vote only on those matters being considered by
their Fund. If you own shares of more than one of the Funds, you will receive a
separate proxy for each Fund. Please vote ALL proxies promptly, whether you cast
your vote(s) by mail, by telephone or by internet.
Shareholders of record as of the close of business on July 30, 1999 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 vote each enclosed proxy card promptly, whether
you cast your vote(s) by mail, by telephone or by internet. THE BOARD OF
TRUSTEES OF EACH OF THE COMPANIES UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR
VOTE(S) 'FOR' THE PROPOSAL.
PLEASE RESPOND -- YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING, PLEASE VOTE EACH PROXY, WHETHER YOU CAST YOUR VOTE BY MAIL, BY
TELEPHONE OR BY INTERNET.
By Order of the Boards of Trustees
/s/ Walter B. Grimm
-----------------------
WALTER B. GRIMM
President and Secretary
Columbus, Ohio
August 11, 1999
<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 SEPTEMBER 10, 1999
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 (individually a 'Company' and collectively 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 September 10, 1999 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 August 11, 1999.
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.
The current series of Republic Funds are Republic U.S. Government Money Market
Fund, Republic Money Market Fund, Republic New York Tax-Free Money Market Fund,
Republic New York Tax-Free Bond Fund, Republic Equity Fund, Republic Bond Fund,
Republic Overseas Equity Fund and Republic Opportunity Fund. The current series
of Republic Advisor Funds Trust ('RAFT') are Republic Fixed Income Fund,
Republic International Equity Fund and Republic Small Cap Equity Fund.
Certain of the Funds (the '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. The Feeder Funds are Republic Bond Fund
and Republic Fixed Income Fund, both of which invest in the Republic Fixed
Income Portfolio; Republic Overseas Equity Fund and Republic International
Equity Fund, both of which invest in the Republic International Equity
Portfolio; and Republic Opportunity Fund and Republic Small Cap Equity Fund,
both of which invest in the Republic Small Cap Equity Portfolio. 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 proposal
insofar as it relates to the Portfolio in which the Feeder Fund invests.
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
1-800-782-8183 or by writing to the above address.
Shareholders of record at the close of business on July 30, 1999 (the
'Record Date') are entitled to notice of, and to vote at, the Meeting. Approval
of the Proposal 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
<PAGE>
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').
Each 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 from the
other investors in the Portfolio, resulting in a final Portfolio vote on the
proposal for a position opposite from the vote of an individual Feeder Fund. In
such event, the Trustees of the Feeder Fund may determine to withdraw a Feeder
Fund's investment in its corresponding Portfolio, although the Trustees
currently anticipate that they will continue to invest in the corresponding
Portfolio. In addition, each Portfolio has other feeder funds also managed by
Republic that are not registered in the United States (the 'Offshore Funds')
that have invested in the Portfolios. Republic intends to vote the interests of
the Offshore Funds in the same proportion as the votes cast by the Feeder Funds
on the Proposal.
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 Companies, owned 5% or more of the outstanding shares.
PROPOSAL 1
APPROVAL OF NEW INVESTMENT ADVISORY CONTRACTS AND IMPLEMENTATION
OF NEW CONTRACTS PENDING RECEIPT OF SHAREHOLDER APPROVAL
Approval of Proposal One includes approval of the matters discussed below.
SUMMARY OF ACQUISITION TRANSACTION
Pursuant to a Transaction Agreement and Plan of Merger dated May 10, 1999
among HSBC Holdings plc ('HSBC'), Republic New York Corporation ('RNYC') and
Safra Republic Holdings S.A., subject to approval by RNYC's common stockholders,
RNYC Merger Corporation, a wholly owned subsidiary of HSBC, will merge with and
into RNYC, the parent company of Republic National Bank of New York
('Republic'), with RNYC as the surviving corporation (the 'Acquisition'). In the
Acquisition each issued and outstanding share of RNYC common stock will be
converted into the right to receive $72.00 per share in cash. Subsequent to the
Acquisition, HSBC USA Inc., an indirect subsidiary of HSBC, will merge with and
into RNYC (the 'Holding Company Merger'), with RNYC, the surviving corporation,
to be renamed 'HSBC USA Inc.' As a combined result of the Acquisition and the
Holding Company Merger, Republic will be a wholly owned subsidiary of HSBC USA
Inc. and an indirect wholly owned subsidiary of HSBC. Following the Acquisition
and the Holding Company Merger, Republic will convert from a national banking
association to a New York State chartered trust company with the name 'Republic
Bank of New York' and HSBC Bank USA, a wholly owned subsidiary of HSBC USA Inc.,
will merge with and into the converted Republic, with Republic, the surviving
bank, to be renamed HSBC Bank USA.
ABOUT THE ADVISORY AGREEMENTS
Shareholders of the Funds are being asked to approve new investment
advisory agreements (the 'New Advisory Agreements') with Republic which will
take effect upon completion of the Acquisition. Approval of the New Advisory
Agreements is required because the current investment advisory
2
<PAGE>
agreements (the 'Current Agreements') with Republic will terminate automatically
upon completion of the Acquisition. Although subsequent to the Acquisition
Republic will convert to a New York State chartered bank and HSBC Bank USA will
merge with and into Republic under the name 'HSBC Bank USA', neither the
conversion nor the merger will result in a further change in control of Republic
and thus the New Advisory Agreements will continue without need for further
shareholder approval. Republic will continue to manage the Fund under the New
Advisory Agreements in the same manner as it currently does. The terms of the
New Advisory Agreements will be substantially the same as the terms of the
Current Agreements.
The Current Agreements were last approved by the Companies' Boards of
Trustees, including a majority of the Trustees who were not parties to the
Current Agreements or interested persons of such parties, at a meeting held on
May 3, 1999. The Current Agreements with respect to the U.S. Government Money
Market Fund and New York Tax-Free Money Market Fund were last approved by
shareholders on October 6, 1994. The Current Agreement with respect to the
Republic Money Market Fund was approved by its initial shareholder on November
1, 1998. The Current Agreement with respect to the Republic New York Tax-Free
Bond Fund was last approved by shareholders on May 15, 1998. The Current
Agreements with respect to the Republic Equity Fund, the Republic Fixed Income
Portfolio, the Republic International Equity Portfolio and the Republic Small
Cap Equity Portfolio were last approved by shareholders on March 12, 1998.
For its services under the Current Agreements, Republic is entitled to
receive compensation from (i) the Republic U.S. Government Money Market Fund at
an annual rate equal to .20% of average daily net assets; (ii) the Republic New
York Tax-Free Money Market Fund at an annual rate equal to .15% of average daily
net assets; (iii) the Republic Money Market Fund at an annual rate equal to .20%
of average daily net assets; (iv) the Republic New York Tax-Free Bond Fund at an
annual rate equal to .25% of average daily net assets; (v) the Republic Equity
Fund at an annual rate equal to .175% of average daily net assets; (vi) the
Republic Fixed Income Portfolio at an annual rate equal to .20% of average daily
net assets; (vii) the Republic International Equity Portfolio at an annual rate
equal to .25% of average daily net assets; and (viii) the Republic Small Cap
Equity Portfolio at an annual rate equal to .25% of average daily net assets.
For the fiscal year ended October 31, 1998 (and, in the case of the U.S.
Government Money Market Fund, the fiscal year ended September 30, 1998), the
advisory fees payable to Republic (i) by the U.S. Government Money Market Fund
aggregated $172,190 (and $1,534,571), of which $86,095 (and $767,275) was waived
by Republic; (ii) by the Republic New York Tax-Free Money Market Fund aggregated
$217,204, $116,131 of which was waived by Republic; (iii) by the Republic Money
Market Fund aggregated $0 because the Fund did not commence operations until
November 9, 1998; (iv) by the Republic New York Tax-Free Bond Fund aggregated
$75,805, $65,782 of which was waived by Republic; (v) by the Republic Equity
Fund aggregated $331,506, none of which was waived by Republic; (vi) by the
Republic Fixed Income Portfolio aggregated $288,913, none of which was waived by
Republic; (vii) by the Republic International Equity Portfolio aggregated
$562,443, none of which was waived by Republic; and (viii) by the Republic Small
Cap Equity Portfolio aggregated $517,892, $59,125 of which was waived by
Republic.
A form of each of the proposed New Advisory Agreements is included as part
of Exhibit B to these proxy materials. The following summary of terms is
qualified in its entirety by reference to, and made subject to, the complete
text of Exhibit B.
3
<PAGE>
SUMMARY OF TERMS OF THE NEW ADVISORY AGREEMENTS
Under the Current and New Advisory Agreements, subject to the general
supervision and control of the Boards of Trustees, Republic, which from and
after the conversion and bank merger will be named HSBC Bank USA (hereinafter
'Republic/HSBC Bank USA'), 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 New
Advisory Agreements to the Board; and
(g) provide all services, equipment and facilities necessary to
perform its obligations under the New Advisory Agreements.
Under the Current and New Advisory Agreements for all the Funds except the
money market funds, Republic may appoint and employ one or more sub-advisers to
provide all or any portion of the services contemplated under the New Advisory
Agreements, subject to the supervision and oversight of Republic, without
shareholder approval, subject only to receipt of exemptive relief which has been
requested from the SEC.
The Current and New Advisory Agreements provide that Republic and
Republic/HSBC Bank USA, respectively, shall not be liable under the Agreements
for any mistake in judgment or in any other event whatsoever, provided that
nothing in the Agreements shall be deemed to protect Republic and Republic/HSBC
Bank USA, respectively, against any liability to the Fund/Portfolio or its
investors to which Republic and Republic/HSBC Bank USA, respectively, would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties under the Agreements, or by reason
of its reckless disregard of its obligations and duties thereunder.
The New Advisory Agreements 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 New Advisory
Agreements or 'interested persons' (as defined in the 1940 Act) of any such
party, at a meeting called for the purpose of voting on the New Advisory
Agreements. The New Advisory Agreements may be terminated without penalty by
either party on 60 days' written notice and will terminate automatically if
assigned.
4
<PAGE>
ABOUT THE IMPLEMENTATION OF THE NEW ADVISORY AGREEMENTS PENDING SHAREHOLDER
APPROVAL
The Current Agreements will terminate automatically on the effective date
of the Acquisition (the 'Acquisition Effective Date'). Although the Acquisition
Effective Date is after the Meeting, if the Companies are forced to adjourn the
Meeting with respect to any Fund because a quorum is not available or for any
other reason, the Current Agreement with respect to that Fund could terminate
before a shareholders meeting for that Fund can be rescheduled. In order that
Republic may continue to provide investment advisory services to that Fund in
such event, the Companies are seeking approval from the shareholders to
implement the New Advisory Agreement for that Fund during an interim period
pending receipt of shareholder approval.
To be able to implement the New Advisory Agreement for a Fund during the
interim period pending shareholder approval, the Companies would have to obtain
permission from the Securities and Exchange Commission (the 'SEC') by filing an
exemptive application for relief from certain provisions of the 1940 Act. With
the SEC's approval, Republic could be paid retroactively the advisory fees it
earns during the Interim Period. Before the SEC approval is obtained, Republic
may be paid the cost of providing investment advisory services to that Fund but
not the full advisory fee. After the SEC approval, the advisory fees would be
set aside in an escrow account until the New Advisory Agreement with respect to
that Fund is approved by the Fund's shareholders.
PROPOSAL 2
APPROVAL OF NEW SUB-ADVISORY CONTRACTS AND IMPLEMENTATION OF
NEW CONTRACTS PENDING RECEIPT OF SHAREHOLDER APPROVAL
ABOUT THE SUB-ADVISORY AGREEMENTS
As investment manager, Republic has entered into sub-advisory contracts
(the 'Current Sub-Advisory Agreements') with non-affiliated investment firms
(the 'Sub-Advisers') with respect to each of the Portfolios and the Equity Fund
(collectively the 'Sub-Advised Funds'). The Sub-Advisers are Alliance Capital
Management, L.P. ('Alliance') and Brinson Partners, Inc. ('Brinson'), with
respect to the Republic Equity Fund; Miller Anderson & Sherrerd ('MAS'), with
respect to the Republic Fixed Income Portfolio; Capital Guardian Trust Company
('CGTC'), with respect to the Republic International Equity Portfolio; and MFS
Institutional Advisors, Inc. ('MFSI'), with respect to the Republic Small Cap
Equity Portfolio. Each Current Sub-Advisory Agreement terminates by its own
terms upon the termination of the Current Agreements. Shareholders of the Funds
are being asked to approve new sub-advisory contracts (the 'New Sub-Advisory
Agreements') with the Sub-Advisers so that the same Sub-Advisers that currently
manage the Sub-Advised Funds will continue to do so after the Acquisition. The
terms of the New Sub-Advisory Agreements will be substantially the same as the
terms of the Current Sub-Advisory Agreements.
The Current Sub-Advisory Agreements were last approved by the Companies'
Boards of Trustees, including a majority of the Trustees who were not parties to
the Current Sub-Advisory Agreements or interested persons of such parties, at a
meeting held on May 3, 1999, and were last approved by shareholders on March 12,
1998.
For services under their respective Current Sub-Advisory Contracts, (i)
Alliance is entitled to receive compensation from the Republic Equity 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; (ii) Brinson is entitled
to receive
5
<PAGE>
compensation from the Republic Equity 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; (iii) MAS is entitled to receive compensation from
the Republic Fixed Income Portfolio 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 up to $150 million, .20% of net assets
over $150 million up to $250 million, and .15% of net assets over $250 million;
(iv) CGTC is entitled to receive compensation from the Republic International
Equity Portfolio 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; and (v) MFSI is entitled to receive compensation from the Republic
Small Cap Equity Portfolio at an annual rate equal to .75% of net assets up to
$50 million, and .60% of net assets over $50 million.
For the fiscal year ended October 31, 1998, the advisory fees paid to the
Sub-Advisers aggregated (i) $285,468 to Alliance from the Republic Equity Fund;
(ii) $285,468 to Brinson from the Republic Equity Fund; (iii) $350,214 to MAS
from the Republic Fixed Income Portfolio; (iv) $1,057,392 to CGTC from the
Republic International Equity Portfolio; and (v) $1,346,644 to MFSI from the
Republic Small Cap Equity Portfolio.
A form of each of the proposed New Sub-Advisory Agreements is included as
part of Exhibit C to these proxy materials. The following summary of terms is
qualified in its entirety by reference to, and made subject to, the complete
text of Exhibit C.
SUMMARY OF TERMS OF THE NEW SUB-ADVISORY AGREEMENTS
Under the Current and New Sub-Advisory Agreements, the Sub-Adviser for a
Fund will provide a continuous investment program for the relevant
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 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
Current Sub-Advisory Agreements detailed above. 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 and termination of the Advisory Agreements.
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
6
<PAGE>
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.
ABOUT THE IMPLEMENTATION OF THE NEW SUB-ADVISORY AGREEMENTS PENDING SHAREHOLDER
APPROVAL
The Current Sub-Advisory Agreements will terminate automatically on the
Acquisition Effective Date. Although the Acquisition Effective Date is after the
Meeting, if the Companies are forced to adjourn the Meeting with respect to any
Fund because a quorum is not available or for any other reason, the Current
Sub-Advisory Agreement(s) with respect to that Fund could terminate before a
shareholders meeting for that Fund can be rescheduled. In order that the
Sub-Adviser(s) may continue to provide investment advisory services to that Fund
in such event, the Companies are seeking approval from the shareholders to
implement the New Sub-Advisory Agreement(s) for that Fund during an interim
period pending receipt of shareholder approval.
To be able to implement the New Sub-Advisory Agreement(s) for a Fund during
the interim period pending shareholder approval, the Companies would have to
obtain permission from the SEC by filing an exemptive application for relief
from certain provisions of the 1940 Act. With the SEC's approval, the
Sub-Adviser(s) could be paid retroactively the advisory fees they earn during
the Interim Period. Before the SEC approval is obtained, the Sub-Adviser(s) may
be paid the cost of providing investment advisory services to the Companies but
not the full advisory fee. After the SEC approval, the advisory fees would be
set aside in an escrow account until the New Sub-Advisory Agreement(s) with
respect to that Fund are approved by the Fund's shareholders.
* * *
INFORMATION ABOUT REPUBLIC AND THE SUB-ADVISERS AFTER THE ACQUISITION
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 Agreements. Republic also serves as investment adviser to the U.S.
Government Money Market Fund, the 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 currently 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 December 31, 1998, Republic was the 17th largest commercial banking
organization in the United States measured by deposits.
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.
As mentioned in the 'Summary of Acquisition Transaction' above, subsequent
to the closing of the Acquisition, HSBC Bank USA will merge with and into
Republic. The surviving bank, to be renamed HSBC Bank USA, will be an indirect
wholly owned subsidiary of HSBC, a British based holding company which is one of
the largest banking and financial services organizations in the world with
operations in Europe, Asia-Pacific, North America and Latin America. HSBC has
dual primary listings on the London and Hong Kong stock exchanges and since July
16, 1999 its American Depository Receipts (ADRs) have been listed on the New
York Stock Exchange. It has a network of more than 5,000 offices in 79 countries
and territories providing a comprehensive range of financial services to
7
<PAGE>
personal, corporate, institutional and private banking clients. At December 31,
1998, HSBC had total assets of $483.1 billion, total deposits of $343.3 billion
and total shareholders' equity of $27.4 billion.
In succeeding to the business of Republic, Republic/HSBC Bank USA and its
affiliates may have deposits, loan and other commercial banking relationships
with issuers of obligations purchased by the Funds, including outstanding loans
to such issuers which may be repaid in whole or in part with the proceeds of
obligations so purchased. At December 31, 1998, HSBC Bank USA had total assets
of $33.8 billion, total deposits of $27.3 billion and total shareholder's equity
of $2.4 billion.
Republic's current directors and principal executive officers are set forth
in Exhibit D. The address of each as it relates to his or her duties at Republic
is the same as that of Republic. At this time the identity of the directors and
principal executive officers of Republic/HSBC Bank USA has not yet been
determined, but will be selected from the current directors and executive
officers of Republic and HSBC Bank USA. Accordingly, Exhibit D sets forth
certain information about the principal executive officers and directors of both
Republic and HSBC Bank USA.
ADDITIONAL INFORMATION ABOUT REPUBLIC AND HSBC BANK USA AND CERTAIN
INFORMATION ABOUT THE SUB-ADVISERS IS SET FORTH IN EXHIBIT D.
EVALUATION BY THE BOARDS OF TRUSTEES
In determining to approve the New Advisory Agreements and the New
Sub-Advisory Agreements and to recommend approval to shareholders, the Board of
Trustees of each of the Companies, including the Trustees who are not interested
persons of Republic currently or of Republic/HSBC Bank USA, considered various
matters and materials provided by Republic. Information considered by the
Trustees included, among other things, the following:
(a) Republic's representation that the Funds will continue to be
managed under the New Advisory Agreements and New Sub-Advisory Agreements
by the same parties and in the same manner as under the Current Agreements
and Current Sub-Advisory Agreements;
(b) the compensation to be paid to Republic/HSBC Bank USA and the
Sub-Advisers under the New Advisory Agreements and New Sub-Advisory
Agreements is the same as the compensation paid to Republic and the
Sub-Advisers under the Current Agreements and Current Sub-Advisory
Agreements;
(c) the fairness of such compensation;
(d) the nature and quality of the services to be rendered;
(e) the results achieved for the Funds;
(f) the personnel, operations and financial condition, and investment
management capabilities, methodologies, and performance of Republic (and,
to the extent currently relevant, HSBC Bank (USA)) and the Sub-Advisers;
and
(g) the terms and provisions of the New Advisory Agreements and New
Sub-Advisory Agreements and Current Agreements and Current Sub-Advisory
Agreements.
Based on their reviews, the Boards have determined that, by approving the
New Advisory Agreements and New Sub-Advisory Agreements, the Funds can best be
assured that services from Republic (Republic/HSBC Bank USA following the
conversion and bank merger) and the Sub-Advisers will be provided without
interruption following the Acquisition. The Boards believe that retaining
Republic (Republic/HSBC Bank USA following the conversion and bank merger) and
the Sub-Advisers to continue to serve as investment manager or adviser or
sub-adviser of the Funds
8
<PAGE>
following the Acquisition is in the best interests of the Funds and their
shareholders. Accordingly, after consideration of the above factors, and such
other factors and information it considered relevant, the Board of Trustees of
each of the Companies unanimously approved the New Advisory Agreements and New
Sub-Advisory Agreements and voted to recommend their approval by the Funds'
shareholders.
REQUIRED VOTE
Approval of Proposals 1 and 2 with respect to a Fund requires an
affirmative Majority Shareholder Vote of that Fund.
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. You may vote your
shares in any one of three methods: (1) BY MAIL, by signing and returning the
enclosed proxy card in the postage prepaid envelope provided; (2) BY TELEPHONE,
by calling the toll-free number and following the telephone voting instructions
included with the proxy materials; or (3) BY INTERNET, by contacting the website
www.proxyvote.com and following the internet voting instructions included with
the proxy materials.
Shares represented by timely 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 delivery of a subsequent proxy (whether by mail, by telephone
or by internet), or by voting in person at 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.
THE TRUSTEES' RECOMMENDATION
EACH OF THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT BOARD MEMBERS,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE 'FOR' BOTH PROPOSALS 1 AND 2.
9
<PAGE>
PROPOSAL 3
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 SERVICE PROVIDERS
BISYS Fund Services ('BISYS'), 3435 Stelzer Road, Columbus, Ohio
43219-3035, serves as administrator to the Funds pursuant to Administration
Agreements dated as of November 1, 1998. BISYS is also distributor for 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. Shareholders will not pay the
expenses incurred in obtaining SEC approval to implement the New Contracts prior
to their having received shareholder approval. 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 D.F. King & Co.,
the proxy solicitation firm retained by the Companies. Pursuant to an agreement
with the Companies, D.F. King & Co. will provide advisory, consulting and proxy
solicitation services for compensation estimated to be between $15,000 and
$20,000.
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 at 3435 Stelzer Road, Columbus, Ohio 43219-3035
Attention: Secretary within a reasonable time prior to the Company's
solicitation of proxies relating to such meeting.
ANNUAL AND SEMI-ANNUAL REPORTS
The Companies will furnish without charge a copy of a fund's annual report
and most recent semi-annual report upon request. Shareholders should contact
BISYS at 1-800-782-8183 to receive annual or most recent semi-annual reports.
YOU ARE URGED TO COMPLETE, DATE, SIGN, AND RETURN THE ENCLOSED PROXY
PROMPTLY.
By Order of the Trustees
/s/ Walter B. Grimm
-----------------------
WALTER B. GRIMM
President and Secretary
August 11, 1999
10
<PAGE>
EXHIBIT A
SHAREHOLDINGS
Set forth below for each Fund are the names, addresses and number and
percentage of shares owned by those persons identified on the Fund's records as
owning more than 5% of the outstanding shares of any class of the Fund's shares.
REPUBLIC FUNDS
<TABLE>
<CAPTION>
PERCENT OF
OUTSTANDING
SHARES
NAME OF FUND NAME AND ADDRESS OF RECORD OWNER CLASS SHARES OWNED OF CLASS
------------ -------------------------------- ----- ------------ --------
<S> <C> <C> <C> <C>
U.S. Government BHC Securities Inc. A 97,005,426.357 10.6917%
Money Market Fund Trade House Account
One Commerce Square
20005 Market Square
Philadelphia, PA 19103
Republic National Bank A 796,532,806.800 87.7920
10 E. 40th Street, 10th Floor
New York, NY 10016
BHC Securities Inc. B 105,110.870 88.5056
FAO 27924814
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. B 7,864.180 6.6218
FAO 27909347
2005 Market Street, Suite 1200
Philadelphia, PA 19103
Wachovia Bank N.A. Y 6,496,623.040 16.0816
Plan of Republic NY Corp.
Subsidiaries
P.O. Box 3073
301 N. Main Street, MC NC 31057
Winston-Salem, NC 27150
Kinco & Co. Y 30,146,440.180 74.6238
One Hanson Place
Brooklyn, NY 11243
BHC Securities Inc. Y 2,727,910.759 6.7526
Trade House Account
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
</TABLE>
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<PAGE>
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<TABLE>
<CAPTION>
PERCENT OF
OUTSTANDING
SHARES
NAME OF FUND NAME AND ADDRESS OF RECORD OWNER CLASS SHARES OWNED OF CLASS
------------ -------------------------------- ----- ------------ --------
<S> <C> <C> <C> <C>
Money Market Fund BHC Securities Inc. A 10,709,748.150 5.8613%
Attention Cash Sweeps Department
2005 Market Street
Philadelphia, PA 19103
Republic National Bank A 171,887,787.660 94.0719
10 E. 40th Street, 10th Floor
New York, NY 10016
Kinco and Co. Y 49,216,699.990 35.6968
1 Hanson Place, Lower Level
Brooklyn, NY 11243
Republic National Bank Y 53,905,560.790 39.0976
10 E. 40th Street, 10th Floor
New York, NY 10016
BHC Securities Inc. Y 28,876,607.020 20.9441
Trade House Account
Attention Mutual Funds Department
2005 Market Street, Suite 1200
Philadelphia, PA 19103
New York Tax-Free Republic National Bank A 106,431,777.830 93.6465
Money Market Fund 10 E 40th Street, 10th Floor
New York, NY 10016
BISYS Fund Services Ohio Inc. B 10.080 100.0000
3435 Stelzer Road, Suite 1000
Columbus, OH 43219
Kinco & Co. Y 4,720,358.020 35.9591
One Hanson Place
Brooklyn, NY 11243
Kinco & Co. Y 8,394,275.930 63.9465
One Hanson Place
Brooklyn, NY 11243
New York Tax-Free BHC Securities Inc. A 1,837,806.828 95.2335
Bond Fund Trade House Account
One Commerce Square
20005 Market Square
Philadelphia, PA 19103
BHC Securities Inc. B 4,893.182 8.8600
FAO 27950681
2005 Market Street, Suite 1200
Philadelphia, PA 19103
</TABLE>
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A-2
<PAGE>
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<TABLE>
<CAPTION>
PERCENT OF
OUTSTANDING
SHARES
NAME OF FUND NAME AND ADDRESS OF RECORD OWNER CLASS SHARES OWNED OF CLASS
------------ -------------------------------- ----- ------------ --------
<S> <C> <C> <C> <C>
BHC Securities Inc. B 6,281.307 11.3734%
FAO 27040390
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. B 9,805.366 17.7543
FAO 27988735
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. B 3,765.934 6.8189
FAO 27919959
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. B 23,501.713 42.5540
FAO 27116747
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 2,781.799 14.5505
FAO 27212720
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 1,395.893 7.3014
FAO 27178863
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 3,153.899 16.4968
FAO 27089126
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 9,234.461 48.3019
FAO 27175242
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 1,858.164 9.7193
FAO 27176487
2005 Market Street, Suite 1200
Philadelphia, PA 19103
Kinco and Co. Y 42,464.365 5.1429
FBO 5939
Republic National Bank
One Hanson Place, Lower Level
Brooklyn, NY 11243
</TABLE>
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A-3
<PAGE>
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<TABLE>
<CAPTION>
PERCENT OF
OUTSTANDING
SHARES
NAME OF FUND NAME AND ADDRESS OF RECORD OWNER CLASS SHARES OWNED OF CLASS
------------ -------------------------------- ----- ------------ --------
<S> <C> <C> <C> <C>
Kinco and Co. Y 59,961.487 7.2620%
FBO D10496
Republic National Bank
One Hanson Place, Lower Level
Brooklyn, NC 11243
Kinco and Co. Y 59,961.487 7.2620
FBO D10497
Republic National Bank
One Hanson Place, Lower Level
Brooklyn, NY 11243
Kinco and Co. Y 59,961.658 7.2620
FBO D10498
Republic National Bank
One Hanson Place, Lower Level
Brooklyn, NY 11243
Kinco and Co. Y 197,130.853 23.8747
FBO D10114
Republic National Bank
One Hanson Place, Lower Level
Brooklyn, NY 11243
Bond Fund BHC Securities Inc. A 514,686.318 100.000
Trade House Account
One Commerce Square
20005 Market Square
Philadelphia, PA 19103
BHC Securities Inc. B 5,183.228 14.1459
FAO 27932499
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. B 7,693.896 20.9979
FAO 27969218
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. B 2,590.542 7.0700
FAO 27910459
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. B 3,880.250 10.5898
FAO 27110694
2005 Market Street, Suite 1200
Philadelphia, PA 19103
</TABLE>
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A-4
<PAGE>
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<TABLE>
<CAPTION>
PERCENT OF
OUTSTANDING
SHARES
NAME OF FUND NAME AND ADDRESS OF RECORD OWNER CLASS SHARES OWNED OF CLASS
------------ -------------------------------- ----- ------------ --------
<S> <C> <C> <C> <C>
BHC Securities Inc. C 2,296.366 21.6106%
FAO 27206996
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 1,218.910 11.4709
FAO 27217435
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 3,729.965 35.1019
FAO 27225609
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 634.219 5.9685
FAO 27109228
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 990.355 9.3200
FAO 27082356
2005 Market Street, Suite 1200
Philadelphia, PA 19103
Equity Fund Sara Leifer A 77,746.481 5.5352
4 Dogwood Lane
Lawrence, NY 11559
BHC Securities Inc. A 1,116,107.791 79.4615
Trade House Account
One Commerce Square
20005 Market Square
Philadelphia, PA 19103
BHC Securities Inc. B 4,830.640 5.3395
FAO 27937680
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. B 11,518.908 12.7322
FAO 27130079
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 26,320.913 35.1837
FAO 27137863
2005 Market Street, Suite 1200
Philadelphia, PA 19103
</TABLE>
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A-5
<PAGE>
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<TABLE>
<CAPTION>
PERCENT OF
OUTSTANDING
SHARES
NAME OF FUND NAME AND ADDRESS OF RECORD OWNER CLASS SHARES OWNED OF CLASS
------------ -------------------------------- ----- ------------ --------
<S> <C> <C> <C> <C>
BHC Securities Inc. C 6,597.901 8.8195%
FAO 27162466
2005 Market Street, Suite 1200
Philadelphia, PA 19103
Overseas Equity Fund BHC Securities Inc. A 428,275.994 86.1901
Trade House Account
One Commerce Square
20005 Market Square
Philadelphia, PA 19103
BHC Securities Inc. B 807.319 18.6193
FAO 27910459
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. B 740.192 17.0711
FAO 27090295
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. B 1,013.825 23.3820
FAO 27815966
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. B 233.986 5.3964
FAO 27119152
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. B 605.602 13.9671
FAO 27102298
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 341.297 7.9294
FAO 27217553
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 262.985 6.1099
FAO 27229457
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 546.937 12.7070
FAO 27090974
2005 Market Street, Suite 1200
Philadelphia, PA 19103
</TABLE>
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A-6
<PAGE>
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<TABLE>
<CAPTION>
PERCENT OF
OUTSTANDING
SHARES
NAME OF FUND NAME AND ADDRESS OF RECORD OWNER CLASS SHARES OWNED OF CLASS
------------ -------------------------------- ----- ------------ --------
<S> <C> <C> <C> <C>
BHC Securities Inc. C 261.097 6.0661%
FAO 27147414
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 661.813 15.3759
FAO 27150425
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 337.012 7.8298
FAO 27192901
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 1,562.500 36.3017
FAO 27157158
2005 Market Street, Suite 1200
Philadelphia, PA 19103
Opportunity Fund Strafe & Co. A 326,622.680 31.2173
Mendelssohn E IRR
P.O. Box 160
Westerville, OH 43081-0160
BHC Securities Inc. A 640,947.973 61.2592
Trade House Account
One Commerce Square
20005 Market Square
Philadelphia, PA 19103
BHC Securities Inc. B 1,972.956 5.0304
FAO 27944020
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. B 2.076.066 5.2933
FAO 27041912
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. B 3,393.456 8.6522
FAO 27091450
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 916.168 6.2502
FAO 27782715
2005 Market Street, Suite 1200
Philadelphia, PA 19103
</TABLE>
(table continued on next page)
A-7
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
PERCENT OF
OUTSTANDING
SHARES
NAME OF FUND NAME AND ADDRESS OF RECORD OWNER CLASS SHARES OWNED OF CLASS
------------ -------------------------------- ----- ------------ --------
<S> <C> <C> <C> <C>
BHC Securities Inc. C 868.924 5.9279%
FAO 27913580
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 868.924 5.9279
FAO 27913599
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 761.443 5.1947
FAO 27062872
2005 Market Street, Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. C 1,785.714 12.1824
FAO 27033610
2005 Market Street, Suite 1200
Philadelphia, PA 19103
</TABLE>
A-8
<PAGE>
REPUBLIC ADVISOR FUNDS TRUST
<TABLE>
<CAPTION>
PERCENT OF
OUTSTANDING
SHARES
NAME OF FUND NAME AND ADDRESS OF RECORD OWNER SHARES OWNED OF CLASS
------------ -------------------------------- ------------ --------
<S> <C> <C> <C>
Fixed Income Fund Kinco and Co. 722,165.423 6.4892%
FBO 85610021
Republic National Bank
One Hanson Place, Lower level
Brooklyn, NY 11243
Wachovia Bank NA 595,934.531 5.3550
Plan of Republic NY Corp. Subsidiaries
P.O. Box 3073
301 N. Main Street MC NC 31047
Winston-Salem, NC 27150
Kinco and Co. 785,337.387 7.0569
FBO 85610075
Republic National Bank
One Hanson Place, Lower Level
Brooklyn, NY 11243
Kinco and Co. 715,789.326 6.4320
FBO 4113
Republic National Bank
One Hanson Place, Lower Level
Brooklyn, NY 11243
Kinco and Co. 5,310,122.137 47.7158
FBO 5874
Republic National Bank
One Hanson Place, Lower Level
Brooklyn, NY 11243
Kinco and Co. 567,644.276 5.1007
FBO 4136
Republic National Bank
One Hanson Place, Lower Level
Brooklyn, NY 11243
Kinco and Co. 600,988.378 5.4004
FBO W14818
Republic National Bank
One Hanson Place, Lower Level
Brooklyn, NY 11243
International Equity Fund Kinco and Co. 836,171.621 8.7520
FBO 4112
Republic National Bank
One Hanson Place, Lower Level
Brooklyn, NY 11243
</TABLE>
(table continued on next page)
A-9
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
PERCENT OF
OUTSTANDING
SHARES
NAME OF FUND NAME AND ADDRESS OF RECORD OWNER SHARES OWNED OF CLASS
------------ -------------------------------- ------------ --------
<S> <C> <C> <C>
Kinco and Co. 2,753,906.690 28.8245%
FBO 5868
Republic National Bank
One Hanson Place, Lower Level
Brooklyn, NY 11243
Kinco and Co. 967,279.267 10.1243
FBO W14818
Republic National Bank
One Hanson Place, Lower Level
Brooklyn, NY 11243
Small Cap Equity Fund Kinco and Co. 2,094,355.806 17.6085
FBO 4111
Republic National Bank
One Hanson Place, Lower Level
Brooklyn, NY 11243
Kinco and Co. 3,148,941.001 26.4751
FBO 5867
Republic National Bank
One Hanson Place, Lower Level
Brooklyn, NY 11243
Kinco and Co. 960,698.160 8.0772
FBO W14818
Republic National Bank
One Hanson Place, Lower Level
Brooklyn, NY 11243
</TABLE>
A-10
<PAGE>
EXHIBIT B
EXHIBIT B
NEW ADVISORY CONTRACTS
FORMS OF PROPOSED 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.
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
EXHIBIT B-1
INVESTMENT ADVISORY CONTRACT
REPUBLIC FUNDS
3435 STELZER ROAD
COLUMBUS, OHIO 43219
, 1999
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
<PAGE>
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
B-1-2
<PAGE>
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,
B-1-3
<PAGE>
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.
B-1-4
<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:
B-1-5
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
EXHIBIT B-2
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
REPUBLIC FUNDS
3435 STELZER ROAD
COLUMBUS, OHIO 43219
, 1999
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 shall, 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 ,
1998 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
<PAGE>
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.
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:
B-2-2
<PAGE>
EXHIBIT B-3
INVESTMENT ADVISORY CONTRACT
REPUBLIC PORTFOLIOS
FLOOR 2, BLOCK 2
HARCOURT CENTRE
DUBLIN 2, IRELAND
, 1999
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.
<PAGE>
(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.
B-3-2
<PAGE>
(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 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
B-3-3
<PAGE>
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,
B-3-4
<PAGE>
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 PORTFOLIOS
By
.................................
Name:
Title:
Accepted:
REPUBLIC NATIONAL BANK OF NEW YORK
By
..................................
Title:
B-3-5
<PAGE>
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<PAGE>
EXHIBIT B-4
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
REPUBLIC PORTFOLIOS
FLOOR 2, BLOCK 2
HARCOURT CENTRE
DUBLIN 2, IRELAND
, 1999
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 shall, 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 ,
1998 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
<PAGE>
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.
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:
B-4-2
<PAGE>
EXHIBIT C
EXHIBIT C
NEW SUB-ADVISORY CONTRACTS
FORM OF PROPOSED SUB-ADVISORY AGREEMENTS
Form of Sub-Advisory Agreement between Republic National Bank of New York
and each Sub-Adviser.
<PAGE>
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<PAGE>
EXHIBIT C
[REPUBLIC FUNDS] [REPUBLIC PORTFOLIOS]
[FUND]
SUB-ADVISORY AGREEMENT
AGREEMENT, effective commencing on , 1999, 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 , 1998 (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
<PAGE>
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;
C-2
<PAGE>
(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
C-3
<PAGE>
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
C-4
<PAGE>
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
C-5
<PAGE>
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:
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<PAGE>
If to the Manager:
Republic National Bank of New York
452 Fifth Avenue
New York, New York 10018
Attention: Mr. Richard A. Fabietti
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:
C-7
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
EXHIBIT D
SUMMARY INFORMATION ON REPUBLIC, HSBC BANK USA
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 Agreements. Republic also serves as investment adviser to the
U.S. Government Money Market Fund, the 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 December 31, 1998, Republic was the 17th largest commercial bank in the
United States measured by deposits.
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 directors and 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.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
Dov C. Schlein Director and Chairman of the Board and Chief Executive
Officer
Elias Saal President and Chairman of the Executive Committee
Cyril S. Dwek Director and Vice Chairman of the Board
Nathan Hasson Director and Vice Chairman of the Board and Treasurer
Vito S. Portera Director and Vice Chairman of the Board
Stephen J. Saali Director and Vice Chairman of the Board
Rodney G. Ward Director and Vice Chairman of the Board
George T. Wendler Director and Vice Chairman of the Board
Paul L. Lee Director and Executive Vice President
Stan Martin Executive Vice President and Chief Financial Officer
Richard C. Spikerman Director and Executive Vice President
John Tamberlane Director and President, Consumer Bank Division
Ernest Ginsberg Director
Peter Kimmelman Director
Leonard Lieberman Director
Peter J. Mansbach Director
William C. McMillen, Jr. Director
Martin Mertz Director
</TABLE>
(table continued on next page)
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
Charles G. Meyer Director
James L. Morice Director
Janet L. Norwood Director
William P. Rogers Director
Walter H. Weiner Director
</TABLE>
HSBC BANK USA
HSBC Bank USA is indirectly owned by HSBC Holdings plc, which has
consolidated group assets totaling $483 billion and is the largest banking
organization headquartered in the United Kingdom. At December 31, 1998, HSBC
Bank USA had total assets of $33.776 billion, total deposits of $27,291 billion
and total shareholder's equity of $2,374 billion.
The directors and principal executive officers of HSBC Bank USA are set
forth below:
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
Saul H. Alfiero Director
John R. H. Bond Director
I. Malcolm Burnett Director, President and Chief Executive Officer
James H. Cleave Director
Frances D. Fergusson Director
Douglas H. Flint Director
Ulric Haynes, Jr. Director
Richard A. Jalkut Director
Bernard J. Kennedy Director
Youssef A. Nasr Director
Jonathan Newcomb Director
Henry J. Nowak Director
Robert B. Engel Chief Banking Officer
Robert M. Butcher Executive Vice President and Chief Financial Officer
Vincent J. Mancuso Executive Vice President (and Auditor)
Paul E. Martin Executive Vice President and Chief Credit Officer
Gerald A. Ronning Executive Vice President and Controller
Philip S. Toohey Legal Advisor and Secretary
</TABLE>
MILLER ANDERSON & SHERRERD, LLP
Miller Anderson & Sherrerd, LLP ('MAS') is the Sub-Adviser to the Republic
Fixed Income Portfolio. MAS has been in the investment advisory business since
1969, and as of June 30, 1999, had in excess of $63.1 billion in assets under
management. MAS is a Pennsylvania limited liability partnership with principal
offices at One Tower Bridge, West Conshohocken, Pennsylvania 19428.
MAS is wholly owned by indirect subsidiaries of Morgan Stanley Dean Witter
& Co., and is a division of Morgan Stanley Dean Witter Investment Management.
MAS provides investment advisory services to employee benefit plans, endowment
funds, foundations and other institutional investors.
D-2
<PAGE>
MAS' 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.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
Thomas L. Bennett Executive Committee Member
Robert J. Marcin Executive Committee Member
Gary G. Schlarbaum Executive Committee Member
Marna C. Whittington Executive Committee Member
Richard B. Worley Executive Committee Member
</TABLE>
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
June 30, 1999 totalling approximately $321 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 assignments
of beneficial ownership of limited partnership interests of Alliance ('Units')
are publicly traded on the New York Stock Exchange. As of June 30, 1999, The
Equitable Life Assurance Society of the United States ('Equitable'), ACMC, Inc.
and Equitable Capital Management Corporation ('ECMC') were the beneficial owners
of approximately 56.6% of the outstanding Units of Alliance. ACMC, ECMC, and
ACMC, Inc. are wholly owned subsidiaries of Equitable, a New York life insurance
company. 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, 1999, AXA, a French company,
owned approximately 58.4% 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.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
Dave H. Williams Chairman of the Board
Bruce W. Calvert Vice Chairman and Chief Executive Officer
John D. Carifa President and Chief Operating Officer
Alfred Harrison Vice Chairman
David R. Brewer, Jr. Senior Vice President and General Counsel
Robert H. Joseph, Jr. Senior Vice President and Chief Financial Officer
</TABLE>
BRINSON PARTNERS, INC.
Brinson Partners, Inc. is one of the two Sub-Advisers to the Equity Fund.
Brinson Partners, Inc., a Delaware corporation, is a part of UBS Brinson
('Brinson'), which is the institutional asset management division of UBS AG.
Brinson is an investment management firm managing, as of June 30, 1999,
approximately $280 billion of assets for corporations, public funds, endowments,
foundations, central banks and other investors located throughout the world.
Brinson and its predecessor entities have managed domestic and international
investment assets since 1974 and global investment assets since 1982. Brinson
has offices in fifteen locations worldwide, with its headquarters in Chicago.
UBS
D-3
<PAGE>
AG is headquartered in Zurich, Switzerland, and is an internationally
diversified organization with operations in many aspects of the financial
services industry. UBS AG was formed by the merger of Union Bank of Switzerland
and Swiss Bank Corporation in June 1998.
Principal executives of Brinson Partners Inc. 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, which is as follows:
209 South LaSalle Street
Chicago, IL 60504-1295
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
Gary P. Brinson Chairman and Chief Investment Officer
Peter Wuffli Chief Executive Officer (effective Sept. 1, 1999)
Samuel W. Anderson Managing Director
Richard C. Carr Managing Director
Norman D. Cumming Managing Director
Jeffrey J. Diermeier Managing Director
Henry Doorn Jr. Managing Director
J. Gary Fencik Managing Director
M. Dale Fritz Managing Director
Roger M. Gray Managing Director
A. Bart Holaday Managing Director
Denis S. Karnosky Managing Director
Benjamin F. Lenhardt Jr. Managing Director
E. Thomas McFarlan Managing Director
Ulrich Niederer Managing Director
Nicholas C. Rassas Managing Director
</TABLE>
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 Capital Group International, Inc. which in turn is owned by
The Capital Group Companies, Inc. CGTC is located at 333 South Hope Street, Los
Angeles, California 90071. As of June 30, 1999, CGTC managed in excess of $95
billion of assets primarily for large institutional clients.
Seventeen 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.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
David I. Fisher Chairman
Robert Ronus President
John H. Seiter Executive Vice President/Director, Client Relations &
Marketing
Eugene P. Stein Executive Vice President/Director
Michael D. Beckman Senior Vice President/Treasurer/Director
Roberta A. Conroy Senior Vice President/Counsel/Director
William H. Hurt Senior Vice President/Director
Nancy J. Kyle Senior Vice President/Director
John R. McIlwraith Senior Vice President/Director
Theodore R. Samuels Senior Vice President/Director
</TABLE>
(table continued on next page)
D-4
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
Andrew Barth Director
Larry Clemmensen Director
Karin Larson Director
D. James Martin Director
James Mulally Senior Vice President/Director
Jason Pilalas Director
Shaw Wagener Director
</TABLE>
MFS INSTITUTIONAL ADVISORS, INC.
MFS Institutional Advisors, Inc. ('MFSI') is the Sub-Adviser to the Small
Cap Equity Portfolio. MFSI, 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 founding of the first mutual fund in the
U.S., Massachusetts Investors Trust. Net assets under the management of the MFS
organization were approximately $114.3 billion on behalf of approximately 4.5
million investor accounts as of June 30, 1999. As of such date, the MFS
organization managed approximately $85.4 billion of assets invested in equity
securities, approximately $24.2 billion of assets invested in fixed income
securities, and $4.7 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.
MFSI's principal executive officers are set forth below. The address of
each as it relates to his or her duties at MFSI is the same as that of MFSI.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
Jeffrey L. Shames Chairman
Arnold D. Scott Director
Joseph J. Trainor Director and President
Thomas J. Cashman, Jr. Director
Leslie J. Nanberg Director, Senior Vice President and Managing Director
Kevin R. Parke Executive Vice President and Managing Director
Fletcher B. Coleman Senior Vice President, Managing Director of Insurance
Services Group
George F. Bennett, Jr. Senior Vice President and Managing Director
Brianne Grady Senior Vice President and Managing Director
Robert T. Burns Secretary
Joseph W. Dello Russo Treasurer
Thomas B. Hastings Assistant Treasurer
</TABLE>
D-5
<PAGE>
APPENDIX 1
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 STELZER ROAD
COLUMBUS, OHIO 43219-3035
PROXY CARD FOR
REPUBLIC MONEY MARKET FUND (THE "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 September 10, 1999 at 10:00
a.m., Eastern time, at the address above.
The undersigned, revoking previous proxies, hereby appoints
____________ and _____________, and either or 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:
1. To approve a new investment advisory contract with Republic National
Bank of New York ("Republic"), following termination of the current
advisory contract as a result of the acquisition by HSBC Holdings plc
of Republic's parent Republic New York Corporation (the "Acquisition").
If for any reason the shareholders meeting for the Fund is adjourned or
otherwise delayed beyond the closing of the Acquisition, which is
tentatively scheduled for October 1, 1999, your approval of the new
contract will also constitute approval of its implementation for an
interim period beginning from the date the Acquisition is completed,
through the date when the Fund has obtained the necessary shareholder
approval of the new contract, subject to the Companies receiving
approval of the Securities and Exchange Commission of such
implementation for the interim period.
[ ] For [ ] Against [ ] Abstain
2. 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 PROPOSAL 1 ABOVE.
PLEASE SIGN, DATE AND RETURN PROMPTLY
Receipt of Notice of Special Meeting of Shareholders
and Proxy Statement is hereby acknowledged.
<PAGE>
---------------------------------------------------
Sign here exactly as name(s) appears on account.
---------------------------------------------------
Dated: _____________________, 1999
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your FULL
title.
<PAGE>
APPENDIX 2
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 STELZER ROAD
COLUMBUS, OHIO 43219-3035
PROXY CARD FOR
REPUBLIC U.S. GOVERNMENT MONEY MARKET FUND (THE "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 September 10, 1999 at 10:00
a.m., Eastern time, at the address above.
The undersigned, revoking previous proxies, hereby appoints
____________ and _____________, and either or 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:
1. To approve a new investment advisory contract with Republic National
Bank of New York ("Republic"), following termination of the current
advisory contract as a result of the acquisition by HSBC Holdings plc
of Republic's parent Republic New York Corporation (the "Acquisition").
If for any reason the shareholders meeting for the Fund is adjourned or
otherwise delayed beyond the closing of the Acquisition, which is
tentatively scheduled for October 1, 1999, your approval of the new
contract will also constitute approval of its implementation for an
interim period beginning from the date the Acquisition is completed,
through the date when the Fund has obtained the necessary shareholder
approval of the new contract, subject to the Companies receiving
approval of the Securities and Exchange Commission of such
implementation for the interim period.
[ ] For [ ] Against [ ] Abstain
2. 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 PROPOSAL 1 ABOVE.
PLEASE SIGN, DATE AND RETURN PROMPTLY
Receipt of Notice of Special Meeting of Shareholders
and Proxy Statement is hereby acknowledged.
<PAGE>
---------------------------------------------------
Sign here exactly as name(s) appears on account.
---------------------------------------------------
Dated: _____________________, 1999
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your FULL
title.
<PAGE>
APPENDIX 3
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 STELZER ROAD
COLUMBUS, OHIO 43219-3035
PROXY CARD FOR
REPUBLIC NEW YORK TAX-FREE MONEY MARKET FUND (THE "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 September 10, 1999 at 10:00
a.m., Eastern time, at the address above.
The undersigned, revoking previous proxies, hereby appoints
____________ and _____________, and either or 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:
1. To approve a new investment advisory contract with Republic National
Bank of New York ("Republic"), following termination of the current
advisory contract as a result of the acquisition by HSBC Holdings plc
of Republic's parent Republic New York Corporation (the "Acquisition").
If for any reason the shareholders meeting for the Fund is adjourned or
otherwise delayed beyond the closing of the Acquisition, which is
tentatively scheduled for October 1, 1999, your approval of the new
contract will also constitute approval of its implementation for an
interim period beginning from the date the Acquisition is completed,
through the date when the Fund has obtained the necessary shareholder
approval of the new contract, subject to the Companies receiving
approval of the Securities and Exchange Commission of such
implementation for the interim period.
[ ] For [ ] Against [ ] Abstain
2. 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 PROPOSAL 1 ABOVE.
PLEASE SIGN, DATE AND RETURN PROMPTLY
Receipt of Notice of Special Meeting of Shareholders
and Proxy Statement is hereby acknowledged.
<PAGE>
---------------------------------------------------
Sign here exactly as name(s) appears on account.
---------------------------------------------------
Dated: _____________________, 1999
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your FULL
title.
<PAGE>
APPENDIX 4
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 STELZER ROAD
COLUMBUS, OHIO 43219-3035
PROXY CARD FOR
REPUBLIC NEW YORK TAX-FREE BOND FUND (THE "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 September 10, 1999 at 10:00
a.m., Eastern time, at the address above.
The undersigned, revoking previous proxies, hereby appoints
____________ and _____________, and either or 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:
1. To approve a new investment advisory contract with Republic National
Bank of New York ("Republic"), following termination of the current
advisory contract as a result of the acquisition by HSBC Holdings plc
of Republic's parent Republic New York Corporation (the "Acquisition").
If for any reason the shareholders meeting for the Fund is adjourned or
otherwise delayed beyond the closing of the Acquisition, which is
tentatively scheduled for October 1, 1999, your approval of the new
contract will also constitute approval of its implementation for an
interim period beginning from the date the Acquisition is completed,
through the date when the Fund has obtained the necessary shareholder
approval of the new contract, subject to the Companies receiving
approval of the Securities and Exchange Commission of such
implementation for the interim period.
[ ] For [ ] Against [ ] Abstain
2. 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 PROPOSAL 1 ABOVE.
PLEASE SIGN, DATE AND RETURN PROMPTLY
Receipt of Notice of Special Meeting of Shareholders
and Proxy Statement is hereby acknowledged.
<PAGE>
---------------------------------------------------
Sign here exactly as name(s) appears on account.
---------------------------------------------------
Dated: _____________________, 1999
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your FULL
title.
<PAGE>
APPENDIX 5
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 Stelzer Road
Columbus, Ohio 43219-3035
PROXY CARD FOR
REPUBLIC BOND FUND (THE "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 September 10, 1999 at 10:00
a.m., Eastern time, at the address above.
The undersigned, revoking previous proxies, hereby appoints
____________ and _____________, and either or 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:
1. To approve a new investment advisory contract with Republic National
Bank of New York ("Republic") following termination of the current
advisory contract as a result of the acquisition by HSBC Holdings plc
of Republic's parent Republic New York Corporation (the "Acquisition").
If for any reason the shareholders meeting for the Fund is adjourned or
otherwise delayed beyond the closing of the Acquisition, which is
tentatively scheduled for October 1, 1999, your approval of the new
contract will also constitute approval of its implementation for an
interim period beginning from the date Acquisition is completed through
the date when the Fund has obtained the necessary shareholder approval
of the new contract, subject to the Companies receiving approval of the
Securities and Exchange Commission of such implementation for the
interim period.
[ ] For [ ] Against [ ] Abstain
2. To approve a new sub-advisory contract between Republic and Miller
Anderson & Sherrerd, LLP following termination of the current
sub-advisory contract as a result of the Acquisition. If for any reason
the shareholders meeting for the Fund is adjourned or otherwise delayed
beyond the closing of the Acquisition, which is tentatively scheduled
for October 1, 1999, your approval of the new contract will also
constitute approval of its implementation for an interim period
beginning from the date Acquisition is completed through the date when
the Fund has obtained the necessary shareholder approval of the new
contract, subject to the Companies receiving approval of the Securities
and Exchange Commission of such implementation for the interim period.
[ ] For [ ] Against [ ] Abstain
<PAGE>
3. 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 both Proposals 1 and 2 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: _____________________, 1999
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your FULL
title.
<PAGE>
APPENDIX 6
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 Stelzer Road
Columbus, Ohio 43219-3035
PROXY CARD FOR
REPUBLIC FIXED INCOME FUND (THE "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 September 10, 1999 at 10:00
a.m., Eastern time, at the address above.
The undersigned, revoking previous proxies, hereby appoints
____________ and _____________, and either or 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:
1. To approve a new investment advisory contract with Republic National
Bank of New York ("Republic") following termination of the current
advisory contract as a result of the acquisition by HSBC Holdings plc
of Republic's parent Republic New York Corporation (the "Acquisition").
If for any reason the shareholders meeting for the Fund is adjourned or
otherwise delayed beyond the closing of the Acquisition, which is
tentatively scheduled for October 1, 1999, your approval of the new
contract will also constitute approval of its implementation for an
interim period beginning from the date Acquisition is completed through
the date when the Fund has obtained the necessary shareholder approval
of the new contract, subject to the Companies receiving approval of the
Securities and Exchange Commission of such implementation for the
interim period.
[ ] For [ ] Against [ ] Abstain
2. To approve a new sub-advisory contract between Republic and Miller
Anderson & Sherrerd, LLP following termination of the current
sub-advisory contract as a result of the Acquisition. If for any reason
the shareholders meeting for the Fund is adjourned or otherwise delayed
beyond the closing of the Acquisition, which is tentatively scheduled
for October 1, 1999, your approval of the new contract will also
constitute approval of its implementation for an interim period
beginning from the date Acquisition is completed through the date when
the Fund has obtained the necessary shareholder approval of the new
contract, subject to the Companies receiving approval of the Securities
and Exchange Commission of such implementation for the interim period.
[ ] For [ ] Against [ ] Abstain
<PAGE>
3. 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 both Proposals 1 and 2 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: _____________________, 1999
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your FULL
title.
<PAGE>
APPENDIX 7
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 Stelzer Road
Columbus, Ohio 43219-3035
PROXY CARD FOR
REPUBLIC EQUITY FUND (THE "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 September 10, 1999 at 10:00
a.m., Eastern time, at the address above.
The undersigned, revoking previous proxies, hereby appoints
____________ and _____________, and either or 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:
1. To approve a new investment advisory contract with Republic National
Bank of New York ("Republic") following termination of the current
advisory contract as a result of the acquisition by HSBC Holdings plc
of Republic's parent Republic New York Corporation (the "Acquisition").
If for any reason the shareholders meeting for the Fund is adjourned or
otherwise delayed beyond the closing of the Acquisition, which is
tentatively scheduled for October 1, 1999, your approval of the new
contract will also constitute approval of its implementation for an
interim period beginning from the date Acquisition is completed through
the date when the Fund has obtained the necessary shareholder approval
of the new contract, subject to the Companies receiving approval of the
Securities and Exchange Commission of such implementation for the
interim period.
[ ] For [ ] Against [ ] Abstain
2. To approve new sub-advisory contracts between Republic and Alliance
Capital Management, L.P. and Brinson Partners, Inc. following
termination of the current sub-advisory contracts as a result of the
Acquisition. If for any reason the shareholders meeting for the Fund is
adjourned or otherwise delayed beyond the closing of the Acquisition,
which is tentatively scheduled for October 1, 1999, your approval of
the new contracts will also constitute approval of its implementation
for an interim period beginning from the date Acquisition is completed
through the date when the Fund has obtained the necessary shareholder
approval of the new contracts, subject to the Companies receiving
approval of the Securities and Exchange Commission of such
implementation for the interim period.
[ ] For [ ] Against [ ] Abstain
<PAGE>
3. 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 both Proposals 1 and 2 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) appear on account.
---------------------------------------------------
Dated: _____________________, 1999
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer,
please give your FULL title.
<PAGE>
APPENDIX 8
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 Stelzer Road
Columbus, Ohio 43219-3035
PROXY CARD FOR
REPUBLIC INTERNATIONAL EQUITY FUND (THE "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 September 10, 1999 at 10:00
a.m., Eastern time, at the address above.
The undersigned, revoking previous proxies, hereby appoints
____________ and _____________, and either or 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:
1. To approve a new investment advisory contract with Republic National
Bank of New York ("Republic") following termination of the current
advisory contract as a result of the acquisition by HSBC Holdings plc
of Republic's parent Republic New York Corporation (the "Acquisition").
If for any reason the shareholders meeting for the Fund is adjourned or
otherwise delayed beyond the closing of the Acquisition, which is
tentatively scheduled for October 1, 1999, your approval of the new
contract will also constitute approval of its implementation for an
interim period beginning from the date Acquisition is completed through
the date when the Fund has obtained the necessary shareholder approval
of the new contract, subject to the Companies receiving approval of the
Securities and Exchange Commission of such implementation for the
interim period.
[ ] For [ ] Against [ ] Abstain
2. To approve a new sub-advisory contract between Republic and Capital
Guardian Trust Company following termination of the current
sub-advisory contract as a result of the Acquisition. If for any reason
the shareholders meeting for the Fund is adjourned or otherwise delayed
beyond the closing of the Acquisition, which is tentatively scheduled
for October 1, 1999, your approval of the new contract will also
constitute approval of its implementation for an interim period
beginning from the date Acquisition is completed through the date when
the Fund has obtained the necessary shareholder approval of the new
contract, subject to the Companies receiving approval of the Securities
and Exchange Commission of such implementation for the interim period.
[ ] For [ ] Against [ ] Abstain
<PAGE>
3. 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 both Proposals 1 and 2 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) appear on account.
---------------------------------------------------
Dated: _____________________, 1999
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your FULL
title.
<PAGE>
APPENDIX 9
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 Stelzer Road
Columbus, Ohio 43219-3035
PROXY CARD FOR
REPUBLIC OVERSEAS EQUITY FUND (THE "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 September 10, 1999 at 10:00
a.m., Eastern time, at the address above.
The undersigned, revoking previous proxies, hereby appoints
____________ and _____________, and either or 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:
1. To approve a new investment advisory contract with Republic National
Bank of New York ("Republic") following termination of the current
advisory contract as a result of the acquisition by HSBC Holdings plc
of Republic's parent Republic New York Corporation (the "Acquisition").
If for any reason the shareholders meeting for the Fund is adjourned or
otherwise delayed beyond the closing of the Acquisition, which is
tentatively scheduled for October 1, 1999, your approval of the new
contract will also constitute approval of its implementation for an
interim period beginning from the date Acquisition is completed through
the date when the Fund has obtained the necessary shareholder approval
of the new contract, subject to the Companies receiving approval of the
Securities and Exchange Commission of such implementation for the
interim period.
[ ] For [ ] Against [ ] Abstain
2. To approve a new sub-advisory contract between Republic and Capital
Guardian Trust Company following termination of the current
sub-advisory contract as a result of the Acquisition. If for any reason
the shareholders meeting for the Fund is adjourned or otherwise delayed
beyond the closing of the Acquisition, which is tentatively scheduled
for October 1, 1999, your approval of the new contract will also
constitute approval of its implementation for an interim period
beginning from the date Acquisition is completed through the date when
the Fund has obtained the necessary shareholder approval of the new
contract, subject to the Companies receiving approval of the Securities
and Exchange Commission of such implementation for the interim period.
[ ] For [ ] Against [ ] Abstain
<PAGE>
3. 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 both Proposals 1 and 2 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) appear on account.
---------------------------------------------------
Dated: _____________________, 1999
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your FULL
title.
<PAGE>
APPENDIX 10
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 Stelzer Road
Columbus, Ohio 43219-3035
PROXY CARD FOR
REPUBLIC SMALL CAP EQUITY FUND (THE "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 September 10, 1999 at 10:00
a.m., Eastern time, at the address above.
The undersigned, revoking previous proxies, hereby appoints
____________ and _____________, and either or 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:
1. To approve a new investment advisory contract with Republic National
Bank of New York ("Republic") following termination of the current
advisory contract as a result of the acquisition by HSBC Holdings plc
of Republic's parent Republic New York Corporation (the "Acquisition").
If for any reason the shareholders meeting for the Fund is adjourned or
otherwise delayed beyond the closing of the Acquisition, which is
tentatively scheduled for October 1, 1999, your approval of the new
contract will also constitute approval of its implementation for an
interim period beginning from the date Acquisition is completed through
the date when the Fund has obtained the necessary shareholder approval
of the new contract, subject to the Companies receiving approval of the
Securities and Exchange Commission of such implementation for the
interim period.
[ ] For [ ] Against [ ] Abstain
2. To approve a new sub-advisory contract between Republic and MFS
Institutional Advisors, Inc. following termination of the current
sub-advisory contract as a result of the Acquisition. If for any reason
the shareholders meeting for the Fund is adjourned or otherwise delayed
beyond the closing of the Acquisition, which is tentatively scheduled
for October 1, 1999, your approval of the new contract will also
constitute approval of its implementation for an interim period
beginning from the date Acquisition is completed through the date when
the Fund has obtained the necessary shareholder approval of the new
contract, subject to the Companies receiving approval of the Securities
and Exchange Commission of such implementation for the interim period.
[ ] For [ ] Against [ ] Abstain
<PAGE>
3. 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 both Proposals 1 and 2 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) appear on account.
---------------------------------------------------
Dated: _____________________, 1999
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your FULL
title.
<PAGE>
APPENDIX 11
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 Stelzer Road
Columbus, Ohio 43219-3035
PROXY CARD FOR
REPUBLIC OPPORTUNITY FUND (THE "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 September 10, 1999 at 10:00
a.m., Eastern time, at the address above.
The undersigned, revoking previous proxies, hereby appoints
____________ and _____________, and either or 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:
1. To approve a new investment advisory contract with Republic National
Bank of New York ("Republic") following termination of the current
advisory contract as a result of the acquisition by HSBC Holdings plc
of Republic's parent Republic New York Corporation (the "Acquisition").
If for any reason the shareholders meeting for the Fund is adjourned or
otherwise delayed beyond the closing of the Acquisition, which is
tentatively scheduled for October 1, 1999, your approval of the new
contract will also constitute approval of its implementation for an
interim period beginning from the date Acquisition is completed through
the date when the Fund has obtained the necessary shareholder approval
of the new contract, subject to the Companies receiving approval of the
Securities and Exchange Commission of such implementation for the
interim period.
[ ] For [ ] Against [ ] Abstain
2. To approve a new sub-advisory contract between Republic and MFS
Institutional Advisors, Inc. following termination of the current
sub-advisory contract as a result of the Acquisition. If for any reason
the shareholders meeting for the Fund is adjourned or otherwise delayed
beyond the closing of the Acquisition, which is tentatively scheduled
for October 1, 1999, your approval of the new contract will also
constitute approval of its implementation for an interim period
beginning from the date Acquisition is completed through the date when
the Fund has obtained the necessary shareholder approval of the new
contract, subject to the Companies receiving approval of the Securities
and Exchange Commission of such implementation for the interim period.
[ ] For [ ] Against [ ] Abstain
<PAGE>
3. 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 both Proposals 1 and 2 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) appear on account.
---------------------------------------------------
Dated: _____________________, 1999
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your FULL
title.
<PAGE>
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