<PAGE>
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Brazos Mutual Funds
File No. 811-7881
- --------------------------------------------------------------------------------
(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:
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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):
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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.
<PAGE>
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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- 2 -
<PAGE>
John McStay Investment Counsel, L.P.
May 28, 1999
Dear Shareholder,
On April 19, 1999, John McStay Investment Counsel, L.P. ("JMIC") entered
into an agreement with AIG Global Investment Group, Inc. ("AIG Global"), a
direct wholly owned subsidiary of American International Group, Inc. ("AIG"),
the leading U.S.-based international insurance organization. Under the terms
of the agreement, JMIC's assets and liabilities are to be transferred to a
newly formed Delaware limited liability company ("New JMIC") in which a wholly
owned subsidiary of AIG will have a majority interest. Consequently, New JMIC
will become an indirect subsidiary of AIG (the "Transaction"). The Transaction
is not expected to affect services provided to any Portfolio of the Brazos
Mutual Funds. As a result of the Transaction, it is necessary for the
shareholders of each Portfolio for which JMIC serves as investment adviser,
including your Portfolio, to approve a new investment advisory agreement with
new JMIC.
The following important facts about the Transaction are outlined below:
.The Transaction has no effect on the number of shares you own or the value
of those shares.
. The contractual advisory fee and rates payable by your Portfolio will
not increase as a result of this Transaction.
.The investment objective of your Portfolio will not change as a result of
this Transaction.
. The disinterested Trustees of Brazos Mutual Funds have carefully
reviewed the proposed Transaction, and have concluded that the
Transaction should not cause a reduction in the quality of services
provided to your Portfolio and should enhance JMIC's ability to provide
such services.
Shareholders are also being asked to approve certain other matters that have
been set forth in Brazos Mutual Funds' Notice of Special Meeting of
Shareholders. We have included a Q&A to help you better understand matters
relating to this proxy vote. The Trustees of Brazos Mutual Funds believe that
each of the proposals set forth in the Notice of Meeting is important and
recommend that you read the enclosed materials carefully and then vote FOR all
proposals.
You will receive a proxy for each Portfolio in which you are invested. You
may vote your shares via mail or fax. Some of these options may not be
available to all shareholders. Please refer to the insert accompanying these
proxy materials for more information on how to vote. Your vote is important.
Please take a moment now to vote using any of the available options listed
above. If we do not receive a response by one of these methods, you may
receive a telephone call reminding you to vote.
<PAGE>
If you have any questions about the proxy voting process, you may call
[ toll-free at .]
YOUR VOTES ARE VERY IMPORTANT!
We appreciate your cooperation and continued support.
Sincerely,
Dan L. Hockenbrough
President
SHAREHOLDERS ARE URGED TO VOTE USING ANY OF THE AVAILABLE OPTIONS TO
ENSURE A QUORUM AT THE MEETING. YOUR VOTE IS IMPORTANT REGARDLESS OF THE
SIZE OF YOUR SHAREHOLDINGS.
2
<PAGE>
May 28, 1999
IMPORTANT NEWS FOR SHAREHOLDERS OF BRAZOS MUTUAL FUNDS
While we encourage you to read the full text of the enclosed Proxy
Statement, here is a brief overview of some matters affecting your Brazos
Mutual Funds which require a shareholder vote.
Q & A: QUESTIONS AND ANSWERS
Q.WHAT IS HAPPENING?
A. John McStay Investment Counsel, L.P. ("JMIC"), your Brazos Mutual Funds'
adviser, has entered into an agreement with AIG Global Investment Group,
Inc. ("AIG Global"), a direct wholly owned subsidiary of American
International Group, Inc. ("AIG") to transfer all of JMIC's assets and
liabilities to a new company ("New JMIC"), in which a wholly owned
subsidiary of AIG will have a majority interest. AIG is the leading U.S.-
based international insurance organization. As a result of the proposed
Transaction, there will be a change in ownership of JMIC. The following
pages give you additional information about AIG, the proposed acquisition
and the matters on which you are being asked to vote. The Trustees of your
Brazos Mutual Funds, including those who are not affiliated with the Brazos
Mutual Funds, AIG Global, AIG, JMIC, or New JMIC, unanimously recommend
that you vote FOR these proposals.
Q. WHY DID YOU SEND ME THIS BOOKLET?
A. You are receiving these proxy materials--a booklet that includes the Proxy
Statement and one or more proxy cards--because you have the right to vote
on the important proposals concerning your investment in the Brazos Mutual
Funds.
Q. WHY ARE MULTIPLE CARDS ENCLOSED?
A. If you own shares of more than one Brazos Mutual Fund, you will receive a
proxy card for each Brazos Mutual Fund you own.
Q. WHY AM I BEING ASKED TO VOTE ON PROPOSED NEW ADVISORY AGREEMENTS IN
PROPOSAL NO. 2?
A. The Investment Company Act of 1940, which regulates investment companies
such as your Brazos Mutual Funds, requires a vote whenever there is a
change in control of an investment company's adviser. Upon a change of
control, the advisory agreement between the investment adviser and the
investment company terminates. JMIC's Transaction with AIG Global will
result in a change of control of JMIC and therefore requires shareholder
approval of new advisory agreements between your Brazos Mutual Funds and
New JMIC. The new advisory agreements are identical in all material
respects to the existing advisory agreements.
Q. WHAT ELSE AM I BEING ASKED TO VOTE ON?
A. You are being asked to elect a Board of Trustees. Each of the nominees
currently serves on the Board of Trustees. Also, in order to save the
expense of a subsequent meeting, you are being asked to vote to change
certain of the fundamental investment restrictions of the Brazos Mutual
Funds. Additionally, you are being asked to vote to ratify the Board's
selection of your Funds' independent accountants.
<PAGE>
Q. HOW WILL THE AIG TRANSACTION AFFECT ME?
A. JMIC has assured the Board that there will be no reduction in the nature or
quality of its services to the Brazos Mutual Funds as a result of the
Transaction, and in fact anticipates that its resources may be enhanced.
Q. HOW DOES THE BRAZOS MUTUAL FUNDS' BOARD RECOMMEND THAT I VOTE?
A. After careful consideration, the Board of the Brazos Mutual Funds,
including those Trustees who are not affiliated with the Brazos Mutual
Funds, AIG Global, AIG, JMIC, or New JMIC, recommend that you vote FOR all
of the proposals on the enclosed proxy card.
Q. WHOM DO I CALL FOR MORE INFORMATION OR TO PLACE MY VOTE?
A. You may provide the Brazos Mutual Funds with your vote via mail. If you
need more information on how to vote, or if you have any questions, please
call [your Brazos Mutual Funds' information agent at .]
YOUR VOTE IS IMPORTANT AND WILL HELP AVOID THE ADDITIONAL
EXPENSE OF ANOTHER SOLICITATION.
THANK YOU FOR PROMPTLY RECORDING YOUR VOTE.
2
<PAGE>
Brazos Mutual Funds
John McStay Investment Counsel, L.P.
5949 Sherry Lane
Suite 1600
Dallas, Texas 75225
----------------
Notice of Special Meeting of Shareholders
----------------
To the Shareholders:
NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of
shareholders of Brazos Mutual Funds, consisting of Brazos Micro Cap Growth
Portfolio, Brazos Small Cap Growth Portfolio, Brazos Real Estate Securities
Portfolio, and Brazos Growth Portfolio (each, a "Portfolio" and collectively,
the "Portfolios"), will be held on June 25, 1999, at 10:00 a.m., Central time,
at the offices of John McStay Investment Counsel, L.P. ("JMIC"), 5949 Sherry
Lane, Suite 1600, Dallas, Texas 75225 for the purpose of considering the
following proposals with respect to Brazos Mutual Funds as indicated below.
Proposal No. 2 will be effective only upon consummation of the proposed
acquisition by a wholly owned subsidiary of American International Group, Inc.
("AIG") of a majority interest in a newly formed company ("New JMIC") to which
substantially all of JMIC's assets and liabilities are to be transferred,
pursuant to an agreement dated as of April 19, 1999 with AIG Global Investment
Group, Inc. ("AIG Global"), as more fully described in the Proxy Statement
attached hereto.
1. To elect a slate of four members to Brazos Mutual Funds' Board of
Trustees to hold office until their successors are duly elected and
qualified;
2. For each Portfolio separately, to approve or disapprove a new investment
advisory agreement between each Portfolio and New JMIC, the terms of
which are identical in all material respects to each existing investment
advisory agreement;
3. For each Portfolio separately, to approve or disapprove changing the
fundamental investment restriction relating to:
(a)the ability to engage in borrowing transactions with respect to each
Portfolio;
(b)the ability to engage in lending transactions with respect to each
Portfolio;
4. To ratify the selection of independent accountants for Brazos Mutual
Funds; and
5. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
The Board of Brazos Mutual Funds has fixed the close of business on May 24,
1999 as the record date for determining the number of shares outstanding and
the shareholders entitled to vote at the Meeting and at any and all
adjournments thereof.
By Order of the Board of Trustees
Tricia A. Hundley
Secretary
May 28, 1999
<PAGE>
EACH SHAREHOLDER IS URGED TO EXERCISE THE RIGHT TO VOTE AT THE SPECIAL
MEETING OF SHAREHOLDERS OF BRAZOS MUTUAL FUNDS BY FILLING IN, DATING AND
SIGNING THE ENCLOSED PROXY CARD(S) AND RETURNING IT IN THE RETURN ENVELOPE
PROVIDED.
2
<PAGE>
Brazos Mutual Funds
John McStay Investment Counsel, L.P.
5949 Sherry Lane
Suite 1600
Dallas, Texas 75225
----------------
PROXY STATEMENT
----------------
Special Meeting of Shareholders
June 25, 1999, 10:00 a.m.
Brazos Mutual Funds (the "Trust") is an open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act") and consists of four separate investment portfolios or series:
Brazos Micro Cap Growth Portfolio, Brazos Small Cap Growth Portfolio, Brazos
Real Estate Securities Portfolio and Brazos Growth Portfolio, (each, a
"Portfolio" and collectively, the "Portfolios").
John McStay Investment Counsel, L.P. ("JMIC" or the "Adviser") serves as
adviser for each Portfolio of the Trust.
In accordance with applicable law, this Proxy Statement is being mailed, on
or about May 28, 1999 on behalf of the Board of Trustees (the "Trustees" or
the "Board") of the Trust, to the shareholders of each of the respective
Portfolios in connection with a solicitation of proxies to be used at a
special meeting (the "Meeting") of shareholders of the Trust scheduled to be
held at the offices of JMIC, 5949 Sherry Lane, Suite 1600, Dallas, Texas 75225
on June 25, 1999, at 10:00 a.m., Central time. The cost of the solicitation
will be borne by the Adviser or the Adviser's affiliates. None of the costs of
the solicitation will be borne by a Portfolio. The Trustees have fixed the
close of business on May 24, 1999 as the record date (the "Record Date") for
determining the number of shares outstanding and the shareholders entitled to
be present at the Meeting and vote their shares as of the Record Date.
A listing of the proposals described in this Proxy Statement and the
Portfolio(s) to which each applies is set forth below.
<TABLE>
<CAPTION>
Summary of Proposal Portfolio(s) to which Proposal Applies
------------------- --------------------------------------
<S> <C>
1. To elect a slate of four members to the All Portfolios
Board of Trustees to hold office until
their successors are duly elected and
qualified.
2. To approve or disapprove new investment Each Portfolio, voting separately
advisory agreements between each
Portfolio and New JMIC, the terms of
which are identical in all material
respects to each Portfolio's existing
investment advisory agreement.
3. To approve or disapprove changing the
fundamental investment restriction
relating to:
3(a) the ability to engage in borrowing Each Portfolio, voting separately
transactions; and
3(b) the ability to engage in lending Each Portfolio, voting separately
transactions.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Summary of Proposal Portfolio(s) to which Proposal Applies
------------------- --------------------------------------
<S> <C>
4. To ratify the selection of independent All Portfolios
accountants.
The Portfolios affected by such business,
5. To transact such other business as may voting separately, unless a matter relates
properly come before the Meeting or any to the Trust as a whole; in such case, all
adjournments thereof. Portfolios.
</TABLE>
The Trust expects that the solicitation of proxies from shareholders will be
made by mail, and solicitation also may be made by telephone communications
from officers or employees of JMIC or its affiliates, who will not receive any
compensation therefor from the Trust. In addition, a professional proxy
solicitation firm may be engaged to assist in the solicitation of proxies.
None of the fees and expenses of such solicitation will be borne by a
Portfolio.
As the Meeting date approaches, certain shareholders of the Trust may
receive a telephone call if their vote has not yet been received.
Authorization to permit a telephone solicitor to execute proxies may be
obtained by telephonically transmitted instructions from shareholders of the
Trust. Proxies that are obtained telephonically will be recorded in accordance
with the procedures set forth below. The Trustees believe that these
procedures are reasonably designed to ensure that the identity of the
shareholder casting the vote is accurately determined and that the voting
instructions of the shareholder are accurately determined.
In all cases where a telephonic proxy is solicited, the telephone solicitor
is required to ask for each shareholder's full name, address, social security
or taxpayer identification number, title (if the shareholder is authorized to
act on behalf of an entity, such as a corporation), and the number of shares
owned and to confirm that the shareholder has received the Proxy Statement and
proxy card in the mail. If the information solicited agrees with the record
information, then the telephone solicitor has the responsibility to explain
the process, read the proposals listed on the proxy card, and ask for the
shareholder's instructions on each proposal. The telephone solicitor, although
permitted to answer questions about the process, is not permitted to recommend
to the shareholder how to vote, other than to read any recommendation set
forth in the Proxy Statement. The telephone solicitor will record the
shareholder's instructions on the card. Within 72 hours, the telephone
solicitor will send the shareholder a letter or mailgram to confirm his or her
vote and ask the shareholder to call the telephone solicitor immediately if
his or her instructions are not correctly reflected in the confirmation.
If the shareholder wishes to participate in the Meeting, but does not wish
to give his or her proxy by any of the methods outlined above, the shareholder
may still submit the proxy card originally sent with the Proxy Statement or
attend in person. Should shareholders require additional information regarding
the Proxy or replacement proxy cards, they may contact [the Trust at .]
Proxies executed by shareholders may be revoked by (i) a written instrument
received by the Secretary of the Trust at any time before they are exercised;
(ii) delivery of a later-dated proxy; or (iii) attendance at the Meeting and
voting in person.
2
<PAGE>
The following tables set forth the share ownership of the Portfolios as of
the Record Date:
Brazos Mutual Funds
<TABLE>
<CAPTION>
Total
Number of
Shares
Portfolio Outstanding
-------------------------------------------------------------- -----------
<S> <C>
Brazos Micro Cap Growth Portfolio.............................
Brazos Small Cap Growth Portfolio.............................
Brazos Real Estate Securities Portfolio.......................
Brazos Growth Portfolio.......................................
-----------
Total.......................................................
===========
</TABLE>
With respect to the Brazos Micro Cap Growth Portfolio, as of the Record
Date, the following shareholders owned of record or beneficially 5% or more of
the outstanding shares [To be completed]
With respect to the Brazos Small Cap Growth Portfolio, as of the Record
Date, the following shareholders owned of record or beneficially 5% or more of
the outstanding shares [to be completed]
With respect to the Brazos Real Estate Securities Portfolio, as of the
Record Date, the following shareholders owned of record or beneficially 5% or
more of the outstanding shares [to be completed]
With respect to the Brazos Growth Portfolio, as of the Record Date, the
following shareholders owned of record or beneficially 5% or more of the
outstanding shares [to be completed]
A shareholder who owns beneficially, directly or indirectly, 25% or more of
the Trust's outstanding voting securities may be deemed to "control" (as
defined in the 1940 Act) the Trust.
To the knowledge of management, Trustees and the executive officers of the
Trust, both individually and as a group, owned less than 1% of the outstanding
shares of the Trust as of the Record Date. [to be confirmed]
A quorum for the transaction of business at the Meeting is constituted with
respect to the Trust by the presence in person or by proxy of holders of a
majority of the shares entitled to vote at the Meeting. If a proxy is properly
executed and returned accompanied by instructions to withhold authority, or is
marked with an abstention, the shares represented thereby will be considered
to be present at the Meeting for determining the existence of a quorum for the
transaction of business with respect to the Trust.
Abstentions and "broker non-votes" (i.e., shares held by brokers or nominees
as to which (i) instructions have not been received from the beneficial owners
or the persons entitled to vote or (ii) the broker or nominee does not have
discretionary voting power on a particular matter) will have the effect of a
negative vote on the Proposals. Unmarked voting instructions from shareholders
will be voted in favor of the proposals. The Trust may adjourn the Meeting to
the extent permitted by law, if necessary to obtain additional proxies from
shareholders. The Trust will not bear the costs of preparing and distributing
to shareholders additional proxy materials, if required in connection with any
adjournment.
With respect to each Portfolio, approval of Proposals No. 2 and 3 requires
the affirmative vote of a majority of the outstanding voting securities of
such Portfolio. "Majority" for this purpose under the 1940 Act means the
3
<PAGE>
lesser of (1) more than 50% of the outstanding shares of the Trust or (2) 67%
or more of the shares of the Trust represented at the meeting if more than 50%
of such shares are represented. Each such proposal must be approved by
shareholders of the respective Portfolio voting separately. Approval of a
Proposal with respect to one Portfolio is not conditioned on approval by
shareholders of any other Portfolio. If Proposal No. 2 is not approved by the
shareholders of any Portfolio and the Closing of the Transaction is not
effectuated, the Trustees will determine the appropriate actions to be taken
with respect to such Portfolio's advisory arrangements at that time.
For Proposal No. 1, the nominees will be elected by the vote of a plurality
of the Trust's shares present in person or by proxy.
Approval of Proposal No. 4 requires a majority of the shares entitled to
vote at the Meeting at which a quorum is present.
All information in the Proxy Statement about JMIC has been provided by JMIC.
All information in the Proxy Statement about AIG Global, AIG and its
subsidiaries has been provided by AIG.
The Trustees do not know of any other business to be brought before the
Meeting. If any other matters properly come before the Meeting, the proxies
named by the shareholders will vote on such matters in their discretion.
----------------
4
<PAGE>
INTRODUCTION
On April 19, 1999, JMIC, each of its partners (the "JMIC Partners") and AIG
Global entered into an Acquisition Agreement (the "Acquisition Agreement")
pursuant to which substantially all of JMIC's assets and liabilities are to be
transferred to a newly-formed Delaware limited liability company ("New JMIC")
that will be majority owned by a wholly owned subsidiary of AIG and minority
owned by the JMIC Partners and other employees of New JMIC (together, the
"Employee Owners"), resulting in New JMIC becoming a subsidiary of AIG (the
"Transaction"). Following consummation of the Transaction, New JMIC is
expected to serve as the investment adviser to each Portfolio, as further
described below.
Pursuant to the Acquisition Agreement, AIG Global will pay for the interest
it acquires in JMIC at closing and over three years based upon New JMIC
achieving specified levels of financial performance. The Transaction is
subject to a number of conditions, including (but not limited to) (i) the
absence of any legal restraint or prohibition preventing the Transaction, or
any governmental litigation challenging the Transaction or seeking material
damages in connection therewith or private litigation that is reasonably
likely to succeed on the merits, (ii) the continued accuracy of the
representations and warranties contained in the Acquisition Agreement, (iii)
the consent to the "assignment" of their advisory agreements resulting from
the Transaction by JMIC advisory clients (other than the Portfolios) whose
advisory contracts provide in the aggregate for the payment of advisory fees
equal to at least 90% of the annual advisory fees payable to JMIC as of
December 31, 1998 (excluding for such purpose fluctuations in market value of
assets under management subsequent to December 31, 1998), (iv) the approval of
the Trustees and of the shareholders of each Portfolio of the matters set
forth in Proposal 2 of this proxy statement, (v) no more than 25% of the
Trustees being "interested persons" (as defined in the 1940 Act) of AIG
Global, JMIC, New JMIC or their respective affiliates and (vi) employment
agreements between New JMIC and certain of the JMIC Partners remaining in
effect as of the closing. Each of the foregoing conditions may be waived in
whole or in part in connection with the consummation of the Transaction. The
Transaction is expected to close during the summer of 1999, although there is
no assurance that it will be consummated.
The Acquisition Agreement provides that, following consummation of the
Transaction, a subsidiary of AIG will be the managing member of New JMIC, but
that the day-to-day management of New JMIC will be conducted by a managing
board (the "Managing Board") comprised of six directors, four of whom will be
representatives of New JMIC's senior management (initially John McStay, David
Anthony, Wayne Willems and Brian Gerber, who are currently partners of JMIC)
and two of which will be selected by AIG. The Acquisition Agreement further
provides that the Managing Board will act by the majority vote of its members
(subject to certain requirements to obtain AIG's consent with respect to
specified matters), and that, upon consummation of the Transaction, the
chairman of the Managing Board and Chief Executive Officer of New JMIC will be
John McStay. The Acquisition Agreement further provides that failure on the
part of AIG to abide by the foregoing management arrangements will result in
an acceleration of the payment by AIG of the contingent portion of the
purchase price payable in connection with the transaction and an immediate
right on the part of the Employee Owners to sell their interests in New JMIC
to AIG.
Section 15(f) of the 1940 Act
Section 15(f) of the 1940 Act provides that a manager or investment adviser
(such as JMIC) to a registered investment company, and the affiliates of such
adviser, may receive any amount or benefit in connection with a sale of any
interest in such manager or investment adviser which results in an assignment
of an investment
<PAGE>
advisory contract if the following two conditions are satisfied: (1) for a
period of three years after such assignment, at least 75% of the board of
directors or trustees of the investment company cannot be "interested persons"
(within the meaning of Section 2(a)(19) of the 1940 Act) of the new investment
adviser or its predecessor, and (2) no "unfair burden" (as defined in the 1940
Act) may be imposed on the investment company as a result of the assignment or
any express or implied terms, conditions or understandings applicable thereto.
Consistent with the first condition of Section 15(f), JMIC and AIG Global
have agreed in the Agreement that, for a period of three years after the
Closing, they will not take or recommend any action that would cause more than
25% of the Trustees of the Trust to be interested persons of the entity acting
as each Portfolio's investment adviser.
With respect to the second condition of Section 15(f), an unfair burden on
an investment company is defined in the 1940 Act to include any arrangement
during the two-year period after any such transaction occurs whereby the
manager or investment adviser or its predecessor or successor, or any
interested person of such adviser, predecessor or successor, receives or is
entitled to receive any compensation of two types, either directly or
indirectly. The first type is compensation from any person in connection with
the purchase or sale of securities or other property to, from or on behalf of
the investment company, other than bona fide ordinary compensation as
principal underwriter for such company. The second type is compensation from
the investment company or its security holders for other than bona fide
investment advisory or other services.
In the Agreement, JMIC and AIG Global have agreed not to take or recommend
any action that would constitute an unfair burden on a Portfolio of the Trust
within the meaning of Section 15(f). In connection with the Transaction, AIG
and its affiliates, including SunAmerica Inc., have agreed to maintain the
maximum expense ratio disclosed in the current prospectus of each Portfolio
for a period of two years.
2
<PAGE>
ELECTION OF BOARD MEMBERS
PROPOSAL NO. 1
Information Regarding Nominees
At a meeting held on May 13, 1999, the Trustees, including those who are not
interested persons of JMIC, New JMIC, AIG Global or AIG (the "Disinterested
Trustees"), to ensure compliance with Section 15(f) of the 1940 Act,
unanimously nominated the four persons described below for election as
Trustees, to take office effective as of the date of the Meeting. The Trust's
Board consists of four members and complies with the requirement that at least
75% of the Board will consist of Trustees who are not interested persons of
JMIC, New JMIC, or AIG. If elected, each will serve from the date of the
Meeting until their successors are duly elected and qualified. It is the
intention of the persons named in the accompanying form of proxy to vote for
the election of each of the nominees named below, each of whom has consented
to be a nominee.
If any of the nominees become unavailable for election as a Trustee before
the meeting, proxies will be voted for the other persons that the Trustees
recommend.
Biographical data concerning all nominees is listed below.
Principal Occupation and Other Information
The nominees designated by an asterisk (*) are "interested persons," as that
term is defined in the 1940 Act, of the Adviser and/or AIG. Mr. Hockenbrough
is an officer of the Adviser.
<TABLE>
<CAPTION>
Date First
Became
Name, Address and Age Trustee Principal Occupation(s) During Past Five Years
- --------------------- ---------- ----------------------------------------------
<S> <C> <C>
George W. Gau........... 1999 Trustee of the Trust; Professor of Finance,
8009 Long Canyon Drive George S. Watson Centennial Professor in Real
Austin, Texas 78730 Estate, College and Graduate School of
Age 51 Business, University of Texas at Austin since
1988; J. Ludwig Mosle Centennial Memorial
Professor in Investments and Money
Management, since 1996; and Chairman of the
Board and Chief Executive Officer, The MBA
Investment Fund, L.L.C., a $10 million fund
that is the first private investment company
to be managed by students, since 1994.
Dan L. Hockenbrough*.... 1996 Trustee, President and Chief Financial
5949 Sherry Lane, Suite Officer of the Trust; Since August 1996,
1600 Business Manager of JMIC. Formerly, Chief
Dallas, Texas 75225 Financial Officer of Waugh Enterprises, Inc.
Age 39 from November 1995 until August 1996;
Assistant Controller of Hicks, Muse, Tate &
Furst Incorporated from December 1992 to
November 1995.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Date First
Became
Name, Address and Age Trustee Principal Occupation(s) During Past Five Years
- --------------------- ---------- ----------------------------------------------
<S> <C> <C>
John H. Massey................... 1996 Trustee of the Trust; private investor and
4004 Windsor Avenue corporate director: The Paragon Group, Inc.,
Dallas, Texas 75205 Chancellor Media Corporation, Inc., The
Age 59 Sunrise Television Group, Inc., Bank of the
Southwest, Columbine JDS Systems, Inc., FSW
Holdings, Inc., National Health Insurance
Corporation, Inc., and Central Texas
Bankshares Holdings, Inc. Until August 1996,
Chairman of the Board and Chief Executive
Officer of Life Partners Group, Inc.
David M. Reichert................ 1996 Trustee of the Trust; Private Investor;
7415 Stonecrest Drive formerly Senior Vice President of Moffet
Dallas, Texas 75240 Capital Management, an investment counseling
Age 59 firm, from January 1995 until June 1996 and
Senior Vice President and Portfolio Manager
of American Capital Asset Management, a
mutual fund management company, from April
1989 to July 1994.
</TABLE>
The Trustees of the Trust met four times during the Trust's most recent
fiscal years. The incumbents attended all of the meetings of the Board, with
the exception of Mr. Gau, who joined the Board in May, 1999. The Audit
Committee reviews annually the nature and cost of the professional services
rendered by the Trust's independent accountants, the result of their year-end
audit and their findings and recommendations as to accounting and financial
matters, including the adequacy of internal controls. On the basis of this
review, the Audit Committee makes recommendations to the Board as to the
appointment of independent accountants for the following year. The members of
the Audit Committee of the Trust are Messrs. Gau, Massey and Reichert. The
Committee met once in its most recent fiscal year and the incumbents attended
that meeting of the Audit Committee, with the exception of Mr. Gau, who had
not joined the Board at that time.
Executive Officers of the Trust
Currently, the principal executive officers of the Trust are all officers
and employees of JMIC or its affiliates. The principal executive officers of
the Trust are expected to remain the same after the Closing, except as noted
below.
The following table sets forth certain information furnished by each of the
current principal executive officers of the Trust who are not listed above as
nominees.
Unless otherwise noted, the address of each individual listed below is 5949
Sherry Lane, Suite 1600, Dallas, Texas 75225.
<TABLE>
<CAPTION>
Position, and Year First Principal Occupation(s)
Name, Address and Age Became An Officer During Past Five Years
--------------------- ---------------------------- -----------------------
<C> <C> <S>
Dan L. Hockenbrough, 39.. President, Treasurer and CFO Trustee, President and
(1996) Chief Financial Officer
of the Trust; Since
August 1996, Business
Manager of JMIC.
Formerly, Chief
Financial Officer of
Waugh Enterprises, Inc.
from November 1995 until
August 1996; Assistant
Controller of Hicks,
Muse, Tate & Furst
Incorporated from
December 1992 to
November 1995.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Position, and Year First Principal Occupation(s)
Name, Address and Age Became An Officer During Past Five Years
--------------------- ----------------------------- -----------------------
<C> <C> <S>
Tricia A. Hundley, 48.. Vice President, Secretary and Partner of JMIC since
Compliance Officer (1996) 1987.
Loren J. Soetenga, 31.. Vice President, Formerly Principal of JMIC.
Treasurer (1996) Formerly Partner of
Chronos Management, Inc.
until 1996.
</TABLE>
All officers of the Trust are elected annually and serve until their
successors are elected and qualified. In connection with the Transaction, the
Board of Trustees has appointed Robert M. Zakem of SunAmerica Asset Management
Corp. as Vice President and Assistant Secretary of the Trust and Peter C.
Sutton, of SunAmerica Asset Management Corp. as Vice President and Assistant
Treasurer of the Trust pending consummation of the Transaction.
Remuneration of Trustees and Officers
Officers of the Trust receive no direct remuneration in such capacity from
the Trust. The Trust pays an aggregate fee of $8,000 to each Disinterested
Trustee in annual compensation for acting as trustee to Brazos Mutual Funds.
Each Disinterested Trustee is also reimbursed for out-of-pocket expenses in
connection with attendance at meetings of the Board. In addition, each
Disinterested Trustee also serves on the Audit Committee of the Board. The
following table sets forth information summarizing the compensation of each of
the Disinterested Trustees for his services as a Trustee for the most recently
completed fiscal year. The Trustees who are interested persons of the Trust
receive no compensation.
COMPENSATION TABLE
<TABLE>
<CAPTION>
Pension or
Retirement
Benefit Total
Aggregate Accrued Compensation
Compensation as Part of Estimated From
From Brazos Annual Brazos
Brazos Mutual Benefits Mutual Funds
Mutual Funds' Upon Paid
Funds Expenses Retirement to Trustees
Trustee ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C>
George W. Gau*.................. 0 0 0 0
John H. Massey.................. $8,000 0 0 $8,000
David M. Reichert............... 8,000 0 0 8,000
</TABLE>
- --------
* Since Mr. Gau joined the Board of Trustees in May of 1999, he was not
compensated during the fiscal year ended November 30, 1998 for his services
to the Trust.
THE BOARD UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES UNDER PROPOSAL NO. 1
----------------
5
<PAGE>
APPROVAL OR DISAPPROVAL OF NEW INVESTMENT ADVISORY
AGREEMENTS BETWEEN EACH PORTFOLIO AND NEW JMIC
PROPOSAL NO. 2
The Board of Trustees is submitting for approval by the shareholders of each
Portfolio a new investment advisory agreement (each, a "New Advisory
Agreement" and together, the "New Advisory Agreements") between each Portfolio
and New JMIC, the terms of which are identical in all material respects to the
current investment advisory agreement with respect to each Portfolio (each an
"Existing Advisory Agreement" and together, the "Existing Advisory
Agreements").
As required by the 1940 Act, each Existing Advisory Agreement provides for
its automatic termination upon assignment. The Closing of the Transaction will
constitute an assignment, as that term is defined in the 1940 Act, of the
Existing Advisory Agreements, and, consequently, their termination. See
"Introduction" for a description of the Transaction. Accordingly, New Advisory
Agreements with New JMIC to take effect upon the Closing are being proposed
for approval by the shareholders of each Portfolio, even though those
agreements will be identical in all material respects to, and essentially a
continuation of, the Existing Advisory Agreements with JMIC. (The Existing
Advisory Agreements and New Advisory Agreements are sometimes collectively
referred to as the "Advisory Agreements.")
Approval of the New Advisory Agreements
As described below, the Trust's Board is proposing that shareholders of each
Portfolio approve a New Advisory Agreement with New JMIC to become effective
as of the Closing. A description of the New Advisory Agreements and the
services to be provided by New JMIC is set forth below. This description is
qualified in its entirety by reference to the form of New Advisory Agreement
attached to this Proxy Statement as Exhibit A.
As more fully described below, the proposed New Advisory Agreements,
including advisory fees, are identical in all material respects to the
Existing Advisory Agreements. The New Advisory Agreements differ from the
Existing Advisory Agreements only with respect to their effective dates and
language permitting portfolio transactions to be effected through affiliates
of New JMIC. The Trust's Board of Trustees has previously approved the
execution of portfolio transactions through affiliates, and the Trust has been
operating pursuant to 17e-1 Procedures previously adopted by the Board.
At a meeting held on May 13, 1999, the Board of the Trust, including all of
the Disinterested Trustees, unanimously approved the New Advisory Agreements.
In connection with this approval, the Trustees considered that the terms of
the Agreements do not contemplate any changes in the overall form of the
advisory contracts, the advisory fees, or any Portfolio's objectives or
policies. Among other things, the Trustees considered the fact that although
ultimate ownership of JMIC will change, senior officers of JMIC had assured
the Board that there would be no change in the personnel providing services to
the Trust and no reduction in the nature or quality of those services. Senior
officers of JMIC also informed the Trustees that they did not foresee any
changes in the day-to-day operations of JMIC as a result of the Transaction.
As part of their deliberations, the Trustees also took into account the
following, among other factors: the nature and quality of the services
provided or reasonably anticipated to be provided and the results achieved or
reasonably anticipated to be achieved by JMIC or New JMIC; the amount and
structure of investment advisers' fees generally and the fees payable under
each New Advisory Agreement; and the organizational capability and financial
condition of JMIC and its affiliates.
6
<PAGE>
The Trustees also took into account the financial strength of AIG Global and
AIG, including AIG's SunAmerica affiliates, the management, personnel and
operations of AIG Global and AIG, the commitment of AIG Global and AIG to the
financial services industry, and the proposed structure of the Transaction.
The Trustees based their determinations in this regard on discussions with
representatives of AIG at the meeting and a review of materials provided by
AIG in connection with the meeting. The Trustees also considered the
additional resources that were likely to be available to New JMIC following
the Closing.
Recommendation of the Board
Based on the considerations set forth above, the Trustees, including all of
the Disinterested Trustees, unanimously determined that it was necessary and
in the best interests of each Portfolio and its shareholders to enter into the
New Advisory Agreements and to recommend approval of the New Advisory
Agreements by shareholders.
Information About the Adviser and AIG
JMIC. JMIC is a limited partnership formed in 1983. JMIC provides investment
advice and management services to each Portfolio, institutions and
individuals. As of December 31, 1998, JMIC managed, advised or administered
assets of more than $4 billion. The address of JMIC is 5949 Sherry Lane, Suite
1600, Dallas, Texas 75225. Following the Closing, JMIC will become John McStay
Investment Counsel, L.L.C., a Delaware limited liability company.
The following chart lists the principal executive officers and directors of
JMIC and their positions with JMIC:
<TABLE>
<CAPTION>
Name Position with JMIC
---- ------------------
<S> <C> <C>
John McStay & Associates General Partner
John D. McStay Managing Partner
Walter E. Adams Limited Partner
Thomas J. Musick Limited Partner
Wayne G. Willems Limited Partner
David B. Anthony Limited Partner
Tricia A. Hundley Limited Partner
Brian L. Gerber Limited Partner
John Meder Limited Partner
</TABLE>
The business address of each of the above listed persons is 5949 Sherry
Lane, Suite 1600, Dallas, Texas 75225. In addition, Mr. Hockenbrough serves as
President, Treasurer and Chief Financial Officer of the Trust; Ms. Hundley
serves as Vice President, Secretary and Compliance Officer of the Trust; and
Mr. Soetenga serves as Vice President of the Trust.
Pursuant to the Existing Advisory Agreements, JMIC manages the investment
and reinvestment of the assets of each Portfolio; reviews, supervises and
administers the investment program of each Portfolio; determines in its
discretion the securities to be purchased or sold, and the portion of the
Trust's assets to be held uninvested. The Existing Advisory Agreements for
each Portfolio were last submitted to the initial shareholder for approval at
the inception of operations of each Portfolio.
7
<PAGE>
The annual advisory fees which New JMIC is entitled to receive from each
Portfolio, and which will be payable to New JMIC following the Closing
provided the New Agreements are approved by the shareholders of the
Portfolios, is set forth below in the section entitled "Information About the
New Advisory Agreements."
AIG. American International Group, Inc., a Delaware corporation, is a
holding company which through its subsidiaries is primarily engaged in a broad
range of insurance and insurance related activities and financial services in
the United States and abroad. Its member companies write property, casualty,
marine, life and financial services insurance in more than 100 countries and
jurisdictions. At December 31, 1998 (immediately prior to AIG's merger with
SunAmerica Inc., ("SAI")), AIG and its subsidiaries had approximately 48,000
employees.
AIG, through its subsidiaries, is engaged in a range of financial services
activities. AIG's asset management operations are carried out primarily by AIG
Global Investment Group, Inc., a direct wholly owned subsidiary of AIG, and
its affiliates (collectively, "AIG Global Group") and SunAmerica Asset
Management Corp. ("SAAMCO"). AIG Global Group manages the investment
portfolios of various AIG subsidiaries, as well as third party assets, and is
responsible for product design and origination, marketing and distribution of
third party asset management products, including offshore and private
investment funds and direct investment. As of December 31, 1998, AIG Global
Group managed more than $92 billion of assets, of which approximately $7.6
billion represented assets of unaffiliated third parties. AIG Global's address
is 175 Water Street, New York, New York 10038. SAAMCO serves as investment
manager to a family of 22 retail mutual funds, with approximately $4 billion
of assets. Two of the funds have objectives and policies similar to the Brazos
Small Cap Growth Portfolio.
8
<PAGE>
Similar Funds
<TABLE>
<CAPTION>
Advisory Fee (as a percentage Assets at
Portfolio/Fund of average daily net assets) April 30, 1999
- -------------- ----------------------------- --------------
<S> <C> <C>
Small Cap Value Portfolio.......... 0.55% $
Small Company Growth Fund.......... 0.75% $
</TABLE>
AIG's common stock is listed on the New York Stock Exchange, as well as the
stock exchanges in London, Paris, Switzerland and Tokyo. For 1998, AIG
reported net income of $3.77 billion on revenues of $33.3 billion. Total
consolidated assets at March 31, 1999 were $294 billion. AIG's headquarters
are located at 70 Pine Street, New York, New York 10270.
Information About the New Advisory Agreements
As stated above, the form of New Advisory Agreement is annexed to this Proxy
Statement as Exhibit A.
The New Advisory Agreements are identical in all material respects to the
Existing Advisory Agreements, and provide that New JMIC, with respect to the
Portfolios, shall select and manage each Portfolio's investments, provide
various administrative services, and supervise its daily business affairs.
Under the Advisory Agreements, each Portfolio agrees to assume and pay certain
charges and expenses of its operations, including brokerage commissions and
all other costs of the Brazos Mutual Funds' operation.
The Advisory Agreements provide that as compensation for its services, New
JMIC will receive from each Portfolio a fee, accrued daily and payable
monthly, based on the net assets of each Portfolio. The table below sets forth
the rate of the advisory fee payable by each Portfolio under the Advisory
Agreements and the total advisory fees incurred by JMIC from each Portfolio
pursuant to the Existing Advisory Agreement for the most recently completed
fiscal year.
The annual rate of the advisory fees under the New Advisory Agreements is
the same rate that was in effect under the Existing Advisory Agreements. If
the New Advisory Agreements had been in effect during the most recent fiscal
year, each Portfolio would have been paid fees identical to the fees paid
under the Existing Advisory Agreements, as presented below.
9
<PAGE>
Advisory Fees
Brazos Mutual Funds
<TABLE>
<CAPTION>
Advisory Fee (as a percentage Year Ending
Portfolio of average daily net assets) November 30, 1998
- --------- ----------------------------- -----------------
<S> <C> <C>
Brazos Micro Cap Growth
Portfolio.................... 1.20% $ 326,266
Brazos Small Cap Growth
Portfolio.................... 0.90% $ 1,578,588
Brazos Real Estate Securities
Portfolio.................... 0.90% $ 712,269
Brazos Growth Portfolio....... 0.90% Not Applicable*
</TABLE>
- --------
* Brazos Growth Portfolio commenced operations December 31, 1998.
For the fiscal year ended November 30, 1998, JMIC voluntarily waived fees or
reimbursed expenses of the Brazos Micro Cap Growth Portfolio in the amount of
$76,089, Brazos Small Cap Growth Portfolio in the amount of $0 and Brazos Real
Estate Securities Portfolio in the amount of $47,708.
Under the terms of the Advisory Agreements, JMIC or New JMIC shall not be
liable to the Portfolios or to their shareholders for any error of judgment or
mistake of law or for any loss arising out of any investment or any act or
omission by it, except in the case of willful misfeasance, bad faith, gross
negligence or reckless disregard of duty.
If approved by the shareholders, each New Advisory Agreement will continue
in effect for a period of two years from the Closing, and from year to year
thereafter as to each Portfolio for so long as such renewal is specifically
approved at least annually by (i) the vote of a majority of the Board, or by
the vote of a majority (as defined in the 1940 Act) of the outstanding voting
securities of each relevant Portfolio, and (ii) the vote of a majority of
Trustees who are not parties to the New Advisory Agreement or interested
persons (as defined in the 1940 Act) of any such party, cast in person, at a
meeting called for the purpose of voting on such approval. The New Advisory
Agreements provide that they may be terminated by either party without penalty
upon the specified written notice contained in the Agreement. The New Advisory
Agreements also provide for automatic termination upon assignment.
Brokerage Commissions
The following table sets forth the brokerage commissions paid by those
Portfolios that paid brokerage commissions and the amounts of the brokerage
commissions which were paid to affiliated broker-dealers of such Portfolios
for their most recently completed fiscal years.
<TABLE>
<CAPTION>
Amount paid to Affiliated
Aggregate Broker-Dealers As a
Aggregate Amount Paid to Percentage of Portfolio's
Brokerage Affiliated Aggregate Brokerage
Portfolio Commissions Broker-Dealers Commissions
- --------- ----------- -------------- -------------------------
<S> <C> <C> <C>
Brazos Micro Cap Growth
Portfolio............... $ 566,035 $ 21,876 3.9%
Brazos Small Cap Growth
Portfolio............... $1,999,496 $182,588 9.1%
Brazos Real Estate
Securities Portfolio.... $ 851,896 $ 11,340 1.3%
</TABLE>
10
<PAGE>
THE BOARD UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL NO. 2
If Proposal No. 2 is not approved by the shareholders of any Portfolio and
the Closing of the Transaction is not effectuated, the Trustees will determine
the appropriate actions to be taken with respect to such Portfolio's advisory
arrangements at that time.
----------------
APPROVAL OR DISAPPROVAL OF PROPOSALS CHANGING
CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS
PROPOSAL No. 3(a)
PROPOSAL CHANGING THE FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO EACH PORTFOLIO'S ABILITY
TO ENGAGE IN BORROWING TRANSACTIONS
The Board is submitting for approval by shareholders of each Portfolio a
proposal to amend the fundamental investment restriction relating to borrowing
transactions. The Board approved this proposal with respect to each Portfolio
at a meeting held on May 13, 1999.
For the reasons described below, the Trustees recommend that shareholders
approve the proposed amendment. Fundamental investment restrictions may be
changed only with shareholder approval.
If the proposed change to the Portfolios' fundamental investment
restrictions is approved by shareholders at the Meeting, the Trust's
prospectus and statement of additional information will be revised as
appropriate to reflect the changes. This Proposal No. 3(a) will not result in
a change to the investment objective or operating procedure of any Portfolio.
Proposed Change
Amending a portion of each Portfolio's fundamental investment restriction
relating to borrowing transactions by, in each case, taking out the reference
to borrowing "from a bank," as follows:
<TABLE>
<CAPTION>
Current Fundamental Proposed Fundamental
Portfolio Investment Restriction Investment Restriction
- --------- ---------------------- ----------------------
<S> <C> <C>
Each Portfolio may not: Each Portfolio may not:
Brazos Micro Borrow money, except from banks and Borrow money, except as a temporary
Cap Growth as a temporary measure for measure for extraordinary or
Portfolio extraordinary or emergency purposes, emergency purposes, and then, in no
and then in no event, in excess of event, in excess of 33 1/3% of the
33 1/3% of the Portfolio's gross Portfolio's gross assets...
assets...
Brazos Small Borrow money, except from banks and Borrow money, except as a temporary
Cap Growth as a temporary measure for measure for extraordinary or
Portfolio extraordinary or emergency purposes, emergency purposes, and then, in no
and then in no event, in excess of event, in excess of 33 1/3% of the
33 1/3% of the Portfolio's gross Portfolio's gross assets...
assets...
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Current Fundamental Proposed Fundamental
Portfolio Investment Restriction Investment Restriction
- --------- ---------------------- ----------------------
<S> <C> <C>
Brazos Real Borrow money, except from banks and Borrow money, except as a temporary
Estate as a temporary measure for measure for extraordinary or
Securities extraordinary or emergency purposes, emergency purposes, and then, in no
Portfolio and then in no event, in excess of event, in excess of 33 1/3% of the
33 1/3% of the Portfolio's gross Portfolio's gross assets...
assets ...
Brazos Growth Borrow money, except from banks and Borrow money, except as a temporary
Portfolio as a temporary measure for measure for extraordinary or
extraordinary or emergency purposes, emergency purposes, and then, in no
and then in no event, in excess of event, in excess of 33 1/3% of the
33 1/3% of the Portfolio's gross Portfolio's gross assets...
assets ...
</TABLE>
Upon approval of this Proposal, the portion of the existing fundamental
investment restrictions of each Portfolio relating to borrowing transactions
will be amended by deleting the reference to borrowing "from banks," each as
set forth above. Those portions of the existing fundamental investment
restrictions that are not described above will not be affected by the adoption
of this Proposal.
Discussion
The proposed change to each Portfolio's fundamental investment restrictions
would allow each Portfolio to borrow from persons other than banks, to the
extent consistent with applicable law. The proposed changes are designed to
permit each Portfolio the greatest degree of flexibility permitted by law in
pursuing its investment program.
Current law prohibits a Portfolio from borrowing other than from banks.
Accordingly, a Portfolio may not borrow from other mutual funds in the
SunAmerica group of investment companies that hold themselves out to investors
as related companies for purposes of investment and investor services (the
"Affiliate Fund"). If the proposed amendments to the Portfolios' fundamental
investment restrictions on borrowing are approved by shareholders, then the
Portfolios may apply to the Securities and Exchange Commission (the "SEC") for
an exemption from this prohibition on interfund borrowing. There is, of
course, no assurance that the SEC would grant such request. If the SEC did
grant the request, each Portfolio would be allowed to borrow from other
Affiliate Funds. The Adviser and the Board believes that the ability to engage
in borrowing transactions with participating Affiliate Funds as part of a
program, referred to as the "interfund lending program," may allow a Portfolio
to obtain lower interest rates on money borrowed for temporary or emergency
purposes. Approval of this Proposal No. 3(a) would facilitate the future
development and possible adoption of an interfund lending program but would
not by itself result in adoption and implementation of the program. Among
other things, any such program would have to be approved by the Board and
would be subject to the Trust's receipt of an SEC exemptive order.
When a Portfolio is required to borrow money, under the 1940 Act it may do
so only from banks. When a Portfolio borrows money from banks, it typically
pays interest on those borrowings at a rate that is higher than rates
available contemporaneously from investments in repurchase agreements. If the
proposed amendments are approved (and an SEC exemptive order is granted to the
Trust), eligible Affiliate Funds would be permitted to take the necessary
steps to facilitate future participation in an interfund lending program to
allow various Affiliate Funds, through a master loan agreement to lend
available cash to, and borrow from, other Affiliate Funds. Each
12
<PAGE>
lending fund could lend available cash to another Affiliate Fund only when the
interfund rate was higher than repurchase agreement rates or rates on other
comparable short-term investments. Each borrowing fund could borrow through
the interfund lending program only when the interfund loan rate was lower than
available bank loan rates. Thus, each Affiliate Fund would participate in the
interfund lending program only when it would be in such fund's economic best
interest to do so.
In determining to recommend the proposed amendments to shareholders for
approval, the Adviser discussed with the Board the possible risks to a
Portfolio of participating in the interfund lending program. The Adviser has
indicated that it does not view the difference in rates available on bank
borrowings and repurchase agreements or other short-term investments as
reflecting a material difference in the quality of the risk of the
transactions, but rather as an indication of the ability of banks to earn a
higher rate of interest on loans than they pay on repurchase agreements or
other short-term investments. There is a risk that a lending fund could
experience a delay in obtaining prompt repayment of a loan and, unlike
repurchase agreements, the lending fund would not necessarily have received
collateral for its loan, although it could require that collateral be provided
as a condition for making an interfund loan. A delay in obtaining prompt
payment could cause a lending fund to miss an investment opportunity or to
incur costs to borrow money to replace the delayed payment. There is also a
risk that a borrowing fund could have a loan recalled on one day's notice and
the borrowing fund might then have to borrow from a bank at a higher interest
rate if money could not be borrowed from another Affiliate Fund. A Portfolio
will participate in the interfund lending program only if the Board determines
that the benefits to the Portfolio of participating in the program outweigh
the possible risks of such participation.
As discussed above, in order to permit each Portfolio to engage in interfund
lending transactions, regulatory approval of the SEC is required because,
among other reasons, the transactions may be considered to be among affiliated
parties. If the proposed amendments are approved by shareholders, the proposed
interfund lending program would be implemented only to the extent permitted by
rule or by order of the SEC and to the extent that the transactions were
otherwise consistent with the investment objectives and limitations of each
participating Affiliate Fund. As previously noted, if exemptive relief from
the SEC is not granted to the Trust, no Portfolio will be able to engage in
the interfund lending program even though shareholders have approved this
proposal. No prediction can be made as to whether the SEC would grant such
relief.
In this proposal, shareholders are being asked to approve an amendment to
each Portfolio's fundamental investment restriction on borrowing. Shareholders
are also being asked to vote separately on an amendment to each Portfolio's
fundamental investment restriction on lending (see Proposal No. 3(b)).
Approval of each amendment to the fundamental investment restrictions would
facilitate the future development and adoption of an interfund borrowing and
lending program. If only one of the two proposals is adopted, then such
Portfolio's fundamental restrictions will be amended only to the extent of
shareholder approval.
The Board believes the proposed amendments may benefit each Portfolio by
facilitating its flexibility to explore cost-effective alternatives to satisfy
its borrowing requirements by borrowing money from other Affiliate Funds.
Implementation of interfund borrowing would be accomplished consistent with
applicable regulatory requirements, including the provisions of any order the
SEC might issue to each Portfolio and to other Affiliate Funds.
13
<PAGE>
PROPOSAL NO. 3(b)
PROPOSAL CHANGING THE FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO EACH PORTFOLIO'S
ABILITY TO ENGAGE IN LENDING TRANSACTIONS
The Board is submitting for approval by shareholders of each Portfolio a
proposal to amend the fundamental investment restriction relating to lending
transactions. The Board approved this proposal at a meeting held on May 13,
1999.
For the reasons described below, the Trustees recommend that shareholders
approve the proposed amendment. Fundamental investment restrictions may be
changed only with shareholder approval.
If the proposed change to the Portfolios' fundamental investment
restrictions is approved by shareholders at the Meeting, the Trust's
prospectus and statement of additional information will be revised as
appropriate to reflect the changes. This Proposal No. 3(b) will not result in
a change to the investment objective or operating procedure of any Portfolio.
Proposed Change
Amending each Portfolio's fundamental investment restriction relating to
lending transactions by, in each case, adding a clause (which is bolded for
ease of reference) that will allow for greater flexibility in lending
transactions, as follows:
<TABLE>
<CAPTION>
Current Fundamental Proposed Fundamental
Portfolio Investment Restriction Investment Restriction
--------- ---------------------- ----------------------
<S> <C> <C>
Each Portfolio may not: Each Portfolio may not:
Brazos Micro Cap Growth Make loans except . . ., and Make loans except . . .;
Portfolio (ii) by lending its (ii) by lending its
portfolio securities . . . portfolio securities; and
(iii) as otherwise permitted
by exemptive order of the
Securities and Exchange
Commission.
Brazos Small Cap Growth Make loans except . . ., and Make loans except . . .;
Portfolio (ii) by lending its (ii) by lending its
portfolio securities . . . portfolio securities; and
(iii) as otherwise permitted
by exemptive order of the
Securities and Exchange
Commission.
Brazos Real Estate Make loans except . . ., and Make loans except . . .;
Securities Portfolio (ii) by lending its (ii) by lending its
portfolio securities . . . portfolio securities; and
(iii) as otherwise permitted
by exemptive order of the
Securities and Exchange
Commission.
Brazos Growth Portfolio Make loans except . . ., and Make loans except . . .;
(ii) by lending its (ii) by lending its
portfolio securities . . . portfolio securities; and
(iii) as otherwise permitted
by exemptive order of the
Securities and Exchange
Commission.
</TABLE>
14
<PAGE>
Upon approval of this Proposal, the existing fundamental investment
restriction of each Portfolio relating to lending transactions will be amended
by adding the bolded portions of the proposed fundamental investment
restrictions, as set forth above. No other portions of the existing
fundamental investment restrictions will be affected by the adoption of this
Proposal.
Discussion
The proposed amendment to each Portfolio's fundamental investment
restriction would facilitate the future development and adoption of an
interfund lending program with other Affiliate Funds. The nature of this
program and the risks associated with each Portfolio's participation therein
are set forth under Proposal No. 3(a). Shareholders are being asked to
consider, and vote separately, on each Portfolio's fundamental restrictions
relating to borrowing and lending.
In determining to recommend this Proposal No. 3(b) to shareholders for
approval and to facilitate the future development and adoption of an interfund
lending program, the Board considered that the interfund lending program: (i)
may benefit each Portfolio by providing it with greater flexibility to engage
in lending transactions; and (ii) could facilitate a Portfolio's ability to
earn a higher return on short-term investments by allowing it to lend cash to
other Affiliate Funds. Implementation of interfund lending would be
accomplished consistent with applicable regulatory requirements, including the
provisions of any order the SEC might issue to the Trust, on behalf of the
Portfolios and to other Affiliate Funds. The Trust has not yet applied for
such an order and there can be no assurance that any such order would be
granted, even if applied for.
THE BOARD UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" EACH ITEM IN PROPOSAL NO. 3
If one or more of the changes contemplated by Proposal No. 3 are not
approved by the shareholders of one of the applicable Portfolio(s), the
related existing fundamental restriction of that Portfolio will continue in
effect for that Portfolio. Disapproval of all or part of Proposal No. 3 by
shareholders of one Portfolio will not affect any approvals of Proposal No. 3
that are obtained with respect to any other Portfolio. If any fundamental
restriction is inconsistent with any change approved by shareholders pursuant
to this Proposal No. 3, that restriction will be conformed accordingly.
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RATIFICATION OF SELECTION OF
INDEPENDENT ACCOUNTANTS
PROPOSAL NO. 4
The Board (including all the Disinterested Trustees) at a meeting held May
13, 1999, reapproved the selection of PricewaterhouseCoopers LLP as the
independent accountants for the Trust for the fiscal year ending November 30,
1999 and recommended submission of its approval for ratification by
shareholders.
The firm of PricewaterhouseCoopers LLP and its predecessor entity has
extensive experience in investment company accounting and auditing and has
served as independent accountant to the Trust since its inception. The
financial statements included in the Trust's Annual Report have been examined
by PricewaterhouseCoopers LLP. It is not expected that a representative of
PricewaterhouseCoopers LLP will be present at the meeting.
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PricewaterhouseCoopers LLP and its members do not have any direct or
indirect material financial interest in or connection with the Trust in any
capacity other than as independent accountants.
THE BOARD UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL NO. 4
----------------
GENERAL INFORMATION
OTHER MATTERS
The Trustees know of no matters to be presented at the Meeting other than
those specified in the attached Notice of Meeting. However, if any other
matters come before the Meeting, it is intended that the proxies will vote
thereon in their discretion.
SHAREHOLDER PROPOSALS AND SHAREHOLDER MEETINGS
Notwithstanding the approval or disapproval of the proposals described
above, as in the past, the Board does not intend to hold annual meetings of
shareholders. The Board will call a meeting of shareholders as may be required
under the 1940 Act (such as to approve a new investment advisory agreement for
a Portfolio) or as they may determine in their discretion. The Board will call
a meeting of shareholders to elect additional Trustees if more than 50% of the
Trustees were not elected by shareholders. The By-laws of the Trust require
the Board to call a meeting of shareholders when requested in writing to do so
by shareholders entitled to vote not less than 10% of all the votes entitled
to be cast a meeting. In addition, pursuant to Section 16(c) of the 1940 Act,
a meeting requested exclusively for the stated purpose of removing a Trustee
shall be called when requested in writing to do so by the record holders of
not less than 10% of the outstanding shares. With respect to the Trust, no
meeting need be called upon the request of the holders of shares entitled to
cast less than a majority of all votes entitled to be cast at such meeting, to
consider any matter which is substantially the same as a matter voted upon at
any meeting of the same shareholders held during the preceding twelve months.
If a shareholder wishes to present a proposal to be included in the proxy
statement for the next meeting of shareholders, such proposal must be received
by the Trust a reasonable time before the solicitation is to be made.
Proxies submitted by stockholders confer discretionary authority on the
individually named proxies to vote on all matters presented at the meeting,
including any matter presented as to which the Trust did not have notice at
least 45 days before the date on which the Trust mailed its proxy material for
the prior year's Meeting of Stockholders. Mere submission of a stockholder
proposal does not guarantee inclusion of the proposal in the proxy statement
or presentation of the proposal at the 1999 Special Meeting since such
inclusion and presentation are subject to compliance with certain federal
regulations.
Reports to Shareholders and Financial Statements
The Trust will furnish, without charge, a copy of the most recent Annual and
Semi-Annual Report to Shareholders to shareholders of the Trust. Copies of
such reports may be obtained by contacting the Trust in writing at the address
on the cover of this Proxy Statement.
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SHAREHOLDERS ARE REQUESTED TO FILL IN, DATE AND SIGN THE PROXY CARD(S) AND
RETURN IT PROMPTLY IN THE ENCLOSED PREPAID ENVELOPE.
Board of Trustees
Brazos Mutual Funds
May 28, 1999
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EXHIBIT A
[FORM OF]
INVESTMENT ADVISORY AGREEMENT
BRAZOS MUTUAL FUNDS
BRAZOS PORTFOLIO
AGREEMENT made this day of June, 1999 by and between Brazos Mutual
Funds, a Delaware business trust (the "Trust") and John McStay Investment
Counsel, L.L.C., a Delaware limited liability company (the "Adviser").
1. Duties of Adviser. The Trust hereby appoints the Adviser to act as
investment adviser to the Trust for the period and on such terms as set forth
in this Agreement. The Trust employs the Adviser to manage the investment and
reinvestment of the assets of its portfolios of securities, to continuously
review, supervise and administer the investment program of the portfolios, to
determine in its discretion the securities to be purchased or sold and the
portion of the Trust's assets to be held uninvested, to provide the Trust with
records concerning the Adviser's activities which the Trust is required to
maintain, and to render regular reports to the Trust's officers and Board of
Trustees concerning the Adviser's discharge of the foregoing responsibilities.
The Adviser shall discharge the foregoing responsibilities subject to the
control of the officers and the Board of Trustees of the Trust, and in
compliance with the objectives, policies and limitations set forth in the
Trust's prospectus and applicable laws and regulations. The Adviser accepts
such employment and agrees to render the services and to provide, at its own
expense, the office space, furnishings and equipment and the personnel
required by it to perform the services on the terms and for the compensation
provided herein.
2. Portfolio Transactions. The Adviser is responsible for decisions to buy
or sell securities and other investments for the assets of a Portfolio,
broker-dealers and futures commission merchants' selection, and negotiation of
brokerage commission and futures commission merchants' rates. As a general
matter, in executing Portfolio transactions, the Adviser may employ or deal
with such broker-dealers or futures commission merchants as may, in the
Adviser's best judgment, provide prompt and reliable execution of the
transactions at favorable prices and reasonable commission rates. In selecting
such broker-dealers or futures commission merchants, the Adviser shall
consider all relevant factors including price (including the applicable
brokerage commission, dealer spread or futures commission merchant rate), the
size of the order, the nature of the market for the security or other
investment, the timing of the transaction, the reputation, experience and
financial stability of the broker-dealer or futures commission merchant
involved, the quality of the service, the difficult of execution, the
execution capabilities and operational facilities of the firm involved, and,
in the case of securities, the firm's risk in positioning a block of
securities. Subject to such policies as the Trustees may determine and
consistent with Section 28(e) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), the Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of the Adviser's having caused a Portfolio to pay a member of
an exchange, broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission another member of
an exchange, broker or dealer would have charged for effecting that
transaction, if the Adviser determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research services provided by such member of an exchange, broker or dealer
viewed in terms of either that particular transaction or the Adviser's overall
responsibility with respect to such Portfolio and to other clients as to which
the Adviser exercises investment discretion. In accordance with Section 11(a)
of the 1934
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Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws
and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder,
the Adviser may engage its affiliates or any other subadvisor to the Trust and
its respective affiliates, as broker-dealers or futures commission merchants
to effect Portfolio transactions in securities and other investments for a
Portfolio. The Adviser will promptly communicate to the officers and the
Trustees of the Trust such information relating to Portfolio transactions as
they may reasonably request. To the extent consistent with applicable law, the
Adviser may aggregate purchase or sell orders for the Portfolio with
contemporaneous purchase or sell orders of other clients of the Adviser or its
affiliated persons. In such event, 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 the Adviser determines to be equitable and
consistent with its and its affiliates' fiduciary obligations to the Portfolio
and to such other clients. The Adviser hereby acknowledges that such
aggregation of orders may not result in more favorable pricing or lower
brokerage commissions in all instances.
3. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Trust shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rates to the Trust's average daily net assets for
the month:
Brazos Portfolio %
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current fiscal month as
a percentage of the total number of days in such month.
4. Other Services. At the request of the Trust, the Adviser in its
discretion may make available to the Trust office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Adviser and billed to the
Trust at the Adviser's cost.
5. Reports. The Trust and the Adviser agree to furnish to each other current
prospectuses, proxy statements, reports to shareholders, certified copies of
their financial statements, and such other information with regard to their
affairs as each may reasonably request.
6. Status of Adviser. The services of the Adviser to the Trust are not to be
deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Trust are not impaired thereby.
7. Liability of Adviser. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of
its obligations and duties hereunder, or (iii) a loss resulting from a breach
of fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940 ("1940
Act"), the Adviser shall not be subject to any liability whatsoever to the
Trust, or to any shareholder of the Trust, for any error of judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses
that may be sustained in connection with the purchase, holding, redemption or
sale of any security on behalf of the Trust.
8. Permissible Interests. Subject to and in accordance with the Certificate
of Trust and Agreement and Declaration of Trust of the Trust and the
Certificate of Limited Partnership and Partnership Agreement of the
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Adviser, Trustees, officers, agents and shareholders of the Trust are or may
be interested in the Adviser (or any successor thereof) as Trustees, officers,
agents, shareholders or otherwise; Trustees, officers, agents and shareholders
of the Adviser are or may be interested in the Trust as Trustees, officers,
agents, shareholders or otherwise; and the Adviser (or any successor) is or
may be interested in the Trust as a shareholder or otherwise; and the effect
of any such interrelationships shall be governed by said organizational
documents and the provisions of the 1940 Act.
9. Duration and Termination. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of June , 2000 or the date
of the first annual or special meeting of the shareholders of the Trust, if
any, and, if approved by a majority of the outstanding voting securities of
the Trust, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Trustees of the Trust who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Trustees of the Trust or (c) by vote of a majority of the
outstanding voting securities of the Trust; provided however, that if the
shareholders of the Trust fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Trust at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Trustees of the Trust or by vote of
a majority of the outstanding voting securities of the Trust on 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time, without the payment of any penalty, upon 90 days' written notice
to the Trust. This Agreement will automatically and immediately terminate in
the event of its assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.
As used in this Section 9, the terms "assignment," "interested persons," and
"a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.
10. Amendment of Agreement. This Agreement may be amended by mutual consent,
but the consent of the Trust must be approved (a) by vote of a majority of
those members of the Board of Trustees of the Trust who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) by vote of
a majority of the outstanding voting securities of the Trust.
11. Severability. If any provisions of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this day of June, 1999.
JOHN McSTAY INVESTMENT COUNSEL, L.L.C. BRAZOS MUTUAL FUNDS
By
------------------------------------- By-----------------------------------
John D. McStay, President , President
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BRAZOS MUTUAL FUNDS
This proxy is solicited by the Board of Trustees of the Brazos Mutual Funds
(the "Trust") for use at a special meeting of shareholders of the Trust to be
held at John McStay Investment Counsel, 5949 Sherry Lane, Suite 1560, Dallas,
Texas 75225 on June 25, 1999 at 10:00 a.m. (Central Time).
The undersigned hereby appoints Tricia A. Hundley, Dan L. Hockenbrough, Peter
C. Sutton and Robert M. Zakem, and each of them, with full power of
substitution, as proxies of the undersigned to vote at the above-stated special
meeting, and at all adjournments or postponements thereof, all shares of
beneficial interest in the fund held of record by the undersigned on May 24,
1999, the record date for the meeting, upon the following matters and upon any
other matter that may come before the meeting, in their discretion.
Every properly signed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
"FOR" the Proposal.
To vote mark an X in blue or black ink on the proxy card below. Keep this
portion for your records.
- --------------------------------------------------------------------------------
(Detach here and return this portion only)
1. Proposal to elect a slate of four members, George W. Gau, Dan L.
Hockenbrough, John H. Massey and David M. Reichert to the Board of Trustees of
the Trust, to hold office until their successors are duly elected and
qualified:*
(*INSTRUCTION: To withhold authority to vote for any individual nominee, write
the name of the nominee(s) below.)
- ---------------------------
Vote on Proposal
FOR WITHHOLD AUTHORITY
all nominees (except as to vote for all nominees
marked to the contrary below)
[ ] [ ]
2. Proposal to approve or disapprove new investment advisory agreements for the
Brazos Micro Cap Portfolio, Brazos Small Cap Growth Portfolio, Brazos Real
Estate Securities Portfolio and Brazos Growth Portfolios with John McStay
Investment Counsel, L.L.C.:
Vote on Proposal
Brazos Micro Cap Growth Portfolio
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Brazos Small Cap Growth Portfolio
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
<PAGE>
Brazos Real Estate Securities Portfolio
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Brazos Growth Portfolio
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Proposal to change certain investment policies relating to each Portfolio's
ability to borrow or lend money:
3(a) Vote on Proposal to change investment policy on borrowing:
Brazos Micro Cap Growth Portfolio
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Brazos Small Cap Growth Portfolio
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Brazos Real Estate Securities Portfolio
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Brazos Growth Portfolio
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3(b) Vote on Proposal to change investment policy on lending:
Brazos Micro Cap Growth Portfolio
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Brazos Small Cap Growth Portfolio
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Brazos Real Estate Securities Portfolio
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Brazos Growth Portfolio
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. Proposal to ratify the selection of PricewaterhouseCoopers LLP as auditors
for the fiscal year ending November 30, 1999;
Vote on Proposal
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
Please sign, date and return the proxy card promptly using the enclosed
envelope.
<PAGE>
Please sign exactly as name appears hereon. When signing as attorney or
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
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Signature Date
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Signature (Joint Owner) Date
