MARSICO INVESTMENT FUND, DEF 14A, 1998-12-18

MARSICO INVESTMENT FUND
DEF 14A, 1998-12-18

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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
The Marsico Investment Fund
- --------------------------------------------------------------------------------
(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:

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<PAGE>
THE MARSICO INVESTMENT FUND
IMPORTANT NEWS

[LOGO]

DECEMBER 1998
FOR SHAREHOLDERS OF THE MARSICO FOCUS FUND AND MARSICO GROWTH & INCOME FUND

While we encourage you to read the full text of the enclosed Proxy
Statement, here's a brief overview of some changes affecting the Marsico Focus
Fund and the Marsico Growth & Income Fund (each, a "Fund," and collectively, the
"Funds") which require a shareholder vote.

Q&A: QUESTIONS AND ANSWERS

Q. WHAT IS HAPPENING?

A. NationsBank, N.A. ("NationsBank"), a subsidiary of BankAmerica Corporation
and a national bank organized under the laws of the United States, has
exercised its option to acquire 50% of the voting control of Marsico Capital
Management, LLC ("MCM"), the Funds' investment manager (the "Transaction").
THE TRANSACTION WILL NOT AFFECT MCM'S DAY-TO-DAY OPERATIONS, ITS INVESTMENT
PROCESS, OR ITS PORTFOLIO MANAGEMENT TEAM. THOMAS F. MARSICO WILL CONTINUE
TO SERVE AS THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF MCM AND AS PRESIDENT
AND CHIEF INVESTMENT OFFICER OF THE FUNDS. The Transaction will result in a
technical change of control of MCM under the federal securities laws. As a
result, the current investment advisory and management agreements between
each Fund and MCM will automatically terminate upon consummation of the
Transaction.

In order for MCM to continue to serve as investment manager of each Fund
after the Transaction is complete, it is necessary for each Fund's
shareholders to approve a new investment advisory and management agreement
with MCM. THE NEW INVESTMENT ADVISORY AND MANAGEMENT AGREEMENTS THAT YOU ARE
BEING ASKED TO APPROVE ARE IDENTICAL IN ALL RESPECTS TO THE CURRENT
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENTS. The following pages give you
additional information on NationsBank, the proposed new investment advisory
and management agreement for each Fund, and the manner in which the
Transaction will affect you as a shareholder. The approval of the new
investment advisory and management agreement for each Fund is an important
matter to be voted upon by you.

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THE FUNDS' BOARD OF TRUSTEES, INCLUDING THOSE TRUSTEES WHO ARE NOT AFFILIATED
WITH THE FUNDS OR MCM, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL.

Q. ARE MARSICO FOCUS FUND SHAREHOLDERS AND MARSICO GROWTH & INCOME FUND
SHAREHOLDERS APPROVING THE SAME INVESTMENT ADVISORY AND MANAGEMENT
AGREEMENTS?

A. The Marsico Focus Fund ("Focus Fund") and the Marsico Growth & Income Fund
("Growth & Income Fund") have separate investment advisory and management
agreements with MCM. These agreements are the same in all respects.
Shareholders of each Fund are only required to approve the agreement that
affects their Fund.

The attached Proxy Statement has addressed this issue by dividing Proposal 1
into: Proposal 1(a), which is for the consideration of Focus Fund
shareholders only; and Proposal 1(b), which is for the consideration of
Growth & Income Fund shareholders only. If you own shares in both the Focus
Fund and the Growth & Income Fund you will be asked to approve both
agreements.

Q. HOW WILL THE MCM-NATIONSBANK TRANSACTION AFFECT ME AS A FUND SHAREHOLDER?

A. Assuming shareholders approve each Fund's new investment advisory and
management agreement, the TRANSACTION WILL NOT RESULT IN ANY CHANGES TO THE
WAY IN WHICH YOUR FUND IS MANAGED. THE TRANSACTION WILL NOT CAUSE ANY
CHANGES TO THE FUNDS' INVESTMENT OBJECTIVES AND POLICIES. THE TRANSACTION
WILL ALSO NOT AFFECT YOUR SHAREHOLDINGS, AND YOU WILL CONTINUE TO OWN THE
SAME NUMBER OF SHARES IN THE SAME FUND OR FUNDS AS YOU DO NOW. THE TERMS OF
THE NEW INVESTMENT ADVISORY AND MANAGEMENT AGREEMENTS, INCLUDING THE
INVESTMENT MANAGEMENT FEE TO BE PAID BY EACH FUND TO MCM, ARE THE SAME IN
ALL RESPECTS AS THE CURRENT INVESTMENT ADVISORY AND MANAGEMENT AGREEMENTS.
IN ADDITION, THE TRANSACTION WILL NOT RESULT IN A CHANGE OF MCM'S PERSONNEL,
INCLUDING ITS PORTFOLIO MANAGEMENT TEAM. THOMAS F. MARSICO, THE HEAD
PORTFOLIO MANAGER FOR EACH FUND, WILL CONTINUE TO SERVE AS CHAIRMAN AND
CHIEF EXECUTIVE OFFICER OF MCM AND AS PRESIDENT AND CHIEF INVESTMENT OFFICER
OF THE FUNDS. THE TRANSACTION ALSO WILL NOT AFFECT THE DAY-TO-DAY OPERATIONS
OF MCM OR THE INVESTMENT PROCESS IT USES IN MANAGING THE FUNDS.

Similarly, the Transaction will not affect the Funds' contractual
relationships with their other service providers, including the Funds'
distributor, transfer agent, and custodian. Thus, you should continue to
receive the

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same high level of service that you have come to expect as a Fund
shareholder.

Q. WHY HAS MCM DECIDED TO ENTER INTO THIS TRANSACTION?

A. As a result of the Transaction, MCM will have access to the distribution
channels of one of the largest banking enterprises in the United States,
while maintaining its current role in providing portfolio management
services to the Funds and its other advisory clients.

Q. WILL THE INVESTMENT MANAGEMENT FEES BE THE SAME?

A. The investment management fees paid by your Fund will remain the same.

Q. IS THERE ANYTHING ELSE THAT SHAREHOLDERS ARE BEING ASKED TO VOTE ON?

A. Yes, you are also being asked to elect the Funds' Board of Trustees. The
nominees include all but one of the current members of the Board of
Trustees, and one new nominee.

Q. HOW DO THE BOARD MEMBERS OF MY FUND RECOMMEND THAT I VOTE?

A. After careful consideration, the Funds' Board of Trustees, including those
trustees who are not affiliated with the Funds or MCM, unanimously
recommends that you vote in favor of the proposals on the enclosed proxy
card.

Q. HOW DO I GET MORE INFORMATION?

A. For more information, please call Shareholder Communications Corporation, the
Funds' proxy solicitor, at 1-800-948-8431.

Q. WILL THE FUNDS PAY FOR THE PROXY SOLICITATION AND LEGAL COSTS ASSOCIATED
WITH THIS TRANSACTION?

A. No, MCM will bear these costs.

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Dear Fellow Shareholder:

As explained in the preceding "Question & Answer" statement, NationsBank,
N.A. ("NationsBank"), a national bank organized under the laws of the United
States, has exercised its option to acquire 50% of the voting control of Marsico
Capital Management, LLC ("MCM"), the Funds' investment manager (the
"Transaction"). As a result of the Transaction, it is necessary for the
shareholders of the Marsico Focus Fund and the Marsico Growth & Income Fund
(each, a "Fund," and collectively, the "Funds") to approve new investment
advisory and management agreements with MCM.

The following important facts about the Transaction are outlined below and
apply to both the Marsico Focus Fund and the Marsico Growth & Income Fund:

- The new investment advisory and management agreements that you are being
asked to approve are identical in all respects to the Funds' current
investment advisory and management agreements.

- The Transaction will not affect MCM's day-to-day operations, its
investment process, or its portfolio management team. Thomas F. Marsico
will continue to serve as the Chairman and Chief Executive Officer of MCM
and as President and Chief Investment Officer of the Funds.

- The Transaction will have no effect on the number of shares you own or the
value of those shares.

- The advisory fees and expenses paid by the Funds will not increase as a
result of the Transaction.

- The investment objectives of the Funds will remain the same.

- The Funds' contractual relationships with their other service providers,
including the Funds' distributor, transfer agent, and custodian, will not
be affected.

- The Funds' Board of Trustees, including those trustees who are not
affiliated with MCM or the Funds, have carefully reviewed the Transaction,
and have concluded that the Transaction should cause no reduction in the
quality of services provided to the Funds.

THE FUNDS' BOARD OF TRUSTEES BELIEVES THAT THE PROPOSALS SET FORTH IN THE
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS FOR THE FUNDS IS IMPORTANT AND
RECOMMENDS THAT YOU READ THE ENCLOSED MATERIALS CAREFULLY AND THEN VOTE FOR SUCH
PROPOSALS.

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Since both Funds for which MCM acts as investment manager are required to
obtain shareholder approval, if you own shares of more than one fund, you should
ensure that you respond to all parts of the proxy card. Please sign and return
the proxy card.

You are also being asked to vote to elect the Funds' Board of Trustees. THE
FUND'S BOARD RECOMMENDS THAT YOU VOTE FOR ALL THE NOMINEES FOR TRUSTEE.

Your vote is important. PLEASE TAKE A MOMENT NOW TO SIGN AND RETURN YOUR
PROXY CARD IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE. YOU ALSO MAY VOTE
TELEPHONICALLY BY CALLING THE TOLL-FREE NUMBER ON YOUR PROXY CARD, OR
ELECTRONICALLY BY VOTING AT OUR WEBSITE AT EITHER WWW.MARSICOFUNDS.COM OR
WWW.PROXYVOTE.COM. If we do not receive your executed proxy after a reasonable
amount of time you may receive a telephone call from our proxy solicitor,
Shareholder Communications Corporation, reminding you to vote your shares.

Thank you for your cooperation and continued support.

Respectfully,

[SIGNATURE]

Thomas F. Marsico
President
The Marsico Investment Fund

SHAREHOLDERS ARE URGED TO PROMPTLY COMPLETE THEIR PROXY BY MAIL, BY PHONE OR
OVER THE INTERNET, SO AS TO ENSURE A QUORUM AT THE MEETING. YOUR VOTE IS
IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

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THE MARSICO INVESTMENT FUND
MARSICO FOCUS FUND
MARSICO GROWTH & INCOME FUND

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

------------------------

TO THE SHAREHOLDERS OF
Marsico Focus Fund and Marsico Growth & Income Fund:

Please take notice that a Special Meeting of Shareholders (the "Meeting") of
the Marsico Focus Fund ("Focus Fund") and the Marsico Growth & Income Fund
("Growth & Income Fund") (each, a "Fund," and collectively, the "Funds") will be
held at Hotel Monaco Denver, 1717 Champa Street, Denver, Colorado 80202, on
February 1, 1999, at 10:00 a.m., Mountain Time. At the Meeting:

(1) (a) The shareholders of the Focus Fund will be asked to approve a new
investment advisory and management agreement between The Marsico
Investment Fund, on behalf of the Focus Fund, and Marsico Capital
Management, LLC ("MCM").

(b) The shareholders of the Growth & Income Fund will be asked to approve
a new investment advisory and management agreement between The Marsico
Investment Fund, on behalf of the Growth & Income Fund, and MCM.

(2) All shareholders will be asked to elect The Marsico Investment Fund's
Board of Trustees.

(3) In addition, shareholders will be asked to transact such other business
as may properly come before the Special Meeting of Shareholders or any
adjournments thereof.

Holders of record of shares of common stock of the Fund at the close of
business on December 10, 1998 are entitled to vote at the Meeting and at any
adjournments thereof.

In the event that the necessary quorum to transact business or the vote
required to approve or reject the proposal is not obtained at the Meeting, the
persons named on the proxy card as proxies may propose one or more adjournments
of the Meeting, in accordance with applicable law, to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of the holders of a majority of the Fund's shares present in

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person or by proxy at the Meeting. The persons named as proxies will vote in
favor of such adjournment those proxies which they are entitled to vote in favor
and will vote against any such adjournment those proxies to be voted against the
proposal.

By order of the Board of Trustees,

[SIGNATURE]

Barbara M. Japha
SECRETARY

December 11, 1998

IMPORTANT--YOUR VOTE IS IMPORTANT AND, AS A SHAREHOLDER, YOU ARE ASKED TO BE AT
THE MEETING EITHER IN PERSON OR BY PROXY. IF YOU ARE UNABLE TO ATTEND THE
MEETING IN PERSON, WE URGE YOU TO VOTE BY PROXY. YOU CAN DO THIS IN ONE OF THREE
WAYS: BY

(1) COMPLETING, SIGNING, DATING, AND PROMPTLY RETURNING THE ENCLOSED PROXY
CARD USING THE ENCLOSED POSTAGE PREPAID ENVELOPE;

(2) CALLING THE TOLL-FREE TELEPHONE NUMBER ON YOUR PROXY CARD; OR

(3) VOTING AT EITHER OF THE FOLLOWING WEBSITES: WWW.MARSICOFUNDS.COM OR
WWW.PROXYVOTE.COM.

YOUR PROMPT VOTING BY PROXY MAY SAVE THE NECESSITY AND EXPENSE OF FURTHER
SOLICITATIONS TO ENSURE A QUORUM AT THE MEETING. VOTING BY PROXY WILL NOT
PREVENT YOU FROM PERSONALLY VOTING YOUR SHARES AT THE MEETING AND YOU MAY REVOKE
YOUR PROXY BY ADVISING THE SECRETARY OF THE MARSICO INVESTMENT FUND IN WRITING
(BY SUBSEQUENT PROXY OR THROUGH THE WEBSITE) OR BY TELEPHONE OF SUCH REVOCATION
AT ANY TIME BEFORE THE MEETING.

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THE MARSICO INVESTMENT FUND
Marsico Focus Fund
Marsico Growth & Income Fund
P.O. Box 3210, Milwaukee WI 53201

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PROXY STATEMENT

------------------------

GENERAL

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Board") of The Marsico Investment Fund
(the "Trust"), on behalf of its two portfolios, the Marsico Focus Fund ("Focus
Fund") and the Marsico Growth & Income Fund ("Growth & Income Fund") (each, a
"Fund," and collectively, the "Funds"). This proxy statement is for use at the
Special Meeting of Shareholders (the "Meeting"), to be held at Hotel Monaco
Denver, 1717 Champa Street, Denver, Colorado 80202, on February 1, 1999 at 10:00
a.m., Mountain time, and at any and all adjournments thereof.

This Proxy Statement, the Notice of Special Meeting, the Question & Answer
Statement, and the proxy card are first being mailed to shareholders on or about
December 14, 1998 or as soon as practicable thereafter. Any shareholder giving a
proxy has the power to revoke it in person at the Meeting, by mail (addressed to
the Secretary at the principal office of the Fund, P.O. Box 3210, Milwaukee, WI
53201), by visiting the web site at either www.marsicofunds.com or
www.proxyvote.com, by calling the toll-free telephone number on your proxy card,
by executing a superseding proxy or by submitting a notice of revocation to the
Fund. All properly executed proxies received in time for the Meeting will be
voted as specified in the proxy or, if no specification is made, in favor of the
proposal referred to in the Proxy Statement.

The presence at any shareholders meeting, in person or by proxy, of the
holders of one-third of the outstanding shares entitled to be cast shall be
necessary and sufficient to constitute a quorum for the transaction of business.
In the event that the necessary quorum to transact business or the vote required
to approve the proposal is not obtained at the Meeting, the persons named as
proxies on the proxy card may propose one or more adjournments of the Meeting,
in accordance with applicable law, to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of the holders of a
majority of the Fund's shares present in person or by proxy at the

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Meeting. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor and will vote against any
such adjournment those proxies to be voted against the proposal. For purposes of
determining the presence of a quorum for transacting business at the Meeting,
abstentions and broker "non-votes" will be treated as shares that are present
but which have not been voted. Broker non-votes are proxies received by the
Funds from brokers or nominees when the broker or nominee has neither received
instructions from the beneficial owner or other persons entitled to vote nor has
discretionary power to vote on a particular matter. Accordingly, shareholders
are urged to forward their voting instructions promptly.

PROPOSAL 1(A) asks shareholders of the Focus Fund to approve the new
investment advisory and management agreement between Marsico Capital Management,
LLC ("MCM") and the Trust, on behalf of the Focus Fund.

PROPOSAL 1(B) asks shareholders of the Growth & Income Fund to approve the
new investment advisory and management agreement between MCM and the Trust, on
behalf of the Growth & Income Fund.

PROPOSAL 2 asks shareholders of both the Focus Fund and the Growth & Income
Fund to elect the Funds' Board of Trustees.

Proposals 1(a) and 1(b) each require the affirmative vote of a "majority of
the outstanding shares" of the Fund identified in that proposal. The term
"majority of outstanding shares," as defined by the Investment Company Act of
1940, as amended (the "1940 Act") and as used in this Proxy Statement with
respect to each Fund, means: the affirmative vote of the lesser of (1) 67% of
the voting securities of the Fund present at the Meeting if more than 50% of the
outstanding shares of the Fund are present in person or by proxy or (2) more
than 50% of the outstanding shares of the Fund. For Proposal 2, the election of
Trustees will be determined by a plurality of the votes cast by shareholders of
both Funds.

Abstentions will have the effect of a "no" vote for Proposals 1(a) and 1(b).
Broker non-votes will have the effect of a "no" vote for Proposal 1(a) and 1(b)
where a vote is determined on the basis of obtaining the affirmative vote of
more than 50% of the outstanding shares of the Fund identified in the proposal.
Broker non-votes will not constitute "yes" or "no" votes and will be disregarded
in determining the voting securities "present" if such vote is determined on the
basis of the affirmative vote of 67% of the voting securities of each Fund
present at the Meeting.

Holders of record of the shares of the Focus Fund or the Growth & Income
Fund at the close of business on December 10, 1998 (the "Record

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Date"), will be entitled to one vote per share for that Fund on all business to
be conducted at the Meeting. The number of shares outstanding as of October 31,
1998 was 70,113,636 for the Focus Fund and 23,205,546 for the Growth & Income
Fund.

The table below sets forth the number of shares of each Fund owned directly
or beneficially by the Trustees and Executive Officers of the Trust as of
October 31, 1998, and the percentage of each Fund that this amount represents.
(Trustees who do not own any shares have been omitted from the table.)

<TABLE>
<CAPTION>
SHARES OF THE
SHARES OF THE GROWTH & INCOME
FOCUS FUND FUND
BENEFICIALLY BENEFICIALLY
NAME OF TRUSTEES AND EXECUTIVE OFFICERS OWNED OWNED
- -------------------------------------------- ----------------- -----------------
<S> <C> <C>
Thomas F. Marsico*.......................... 229,540 337,885

Barbara M. Japha............................ 20,329 16,996

J. Jeffrey Riggs............................ 11,400 0

Theodore S. Halaby.......................... 196 0

Walter A. Koelbel, Jr....................... 907 0

Larry A. Mizel.............................. 54,790 5,000

Michael D. Rierson.......................... 221 180

Christopher J. Marsico...................... 139,726 18,112
</TABLE>

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* Thomas F. Marsico owns 1.456% of the Growth & Income Fund. No other Trustee
or Executive Officer owns 1% or greater of the outstanding shares of either
Fund.

The Funds provide periodic reports to all of their shareholders which
highlight relevant information including investment results and a review of
portfolio changes. You may receive an additional copy of the annual report of
the Funds for the period ended September 30, 1998, without charge, by calling
1-888-860-8686 or writing the Funds, P.O. Box 3210, Milwaukee, WI 53201-3210, or
by accessing the Fund's web-site at www.marsicofunds.com.

PROPOSALS 1(A) AND 1(B): APPROVAL OF NEW
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

INTRODUCTION

MCM acts as the investment adviser to and manager for the Focus Fund and for
the Growth & Income Fund pursuant to Investment Advisory and

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Management Agreements dated December 22, 1997. The terms and conditions of both
Agreements are exactly the same and each Agreement will be referred to as the
"Current Investment Advisory and Management Agreement." In voting "For" or
"Against" the Proposals, however, shareholders of each Fund must vote
separately. As such, Focus Fund shareholders will cast votes with respect to
Proposal 1(a), and Growth & Income Fund shareholders will cast votes with
respect to Proposal 1(b).

On November 5, 1998, Thomas F. Marsico and TFM Holdings, LLLP, and other
related entities (collectively, the "Marsico Entities") entered into a
transaction agreement with NationsBank, N.A. ("NationsBank") pursuant to which
the Marsico Entities have agreed to sell 50% of MCM to NationsBank (the
"Transaction"). THE TRANSACTION WILL NOT AFFECT MCM'S DAY-TO-DAY OPERATIONS, ITS
INVESTMENT PROCESS, OR ITS PORTFOLIO MANAGEMENT TEAM. THOMAS F. MARSICO WILL
CONTINUE TO SERVE AS THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF MCM AND AS
PRESIDENT AND CHIEF INVESTMENT OFFICER OF THE FUNDS. THE INVESTMENT OBJECTIVES
OF THE FUNDS WILL REMAIN THE SAME. THE TRANSACTION WILL HAVE NO EFFECT ON THE
NUMBER OF SHARES YOU OWN OR THE VALUE OF THOSE SHARES. THE ADVISORY FEES AND
EXPENSES PAID BY THE FUNDS WILL NOT INCREASE AS A RESULT OF THIS TRANSACTION.

Consummation of the Transaction would constitute an "assignment," as that
term is defined in the 1940 Act, of each Fund's Current Investment Advisory and
Management Agreement with MCM. As required by the 1940 Act, each Current
Investment Advisory and Management Agreement provides for its automatic
termination in the event of its assignment. In anticipation of the Transaction,
Shareholders of each Fund must approve a new investment advisory and management
agreement (the "New Investment Advisory and Management Agreement") between each
Fund and MCM. A copy of the form of the New Investment Advisory and Management
Agreement is attached hereto as Exhibit A for the Marsico Focus Fund and Exhibit
B for the Marsico Growth & Income Fund. THE NEW INVESTMENT ADVISORY AND
MANAGEMENT AGREEMENT FOR EACH FUND IS THE SAME IN EVERY MATERIAL RESPECT AS THAT
FUND'S CURRENT INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT.

The material terms of the Current and the New Investment Advisory and
Management Agreements are described under "Description of the Current and New
Investment Advisory and Management Agreements" below.

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BOARD OF TRUSTEES RECOMMENDATION

On November 12, 1998, the Board of Trustees of the Funds, including the
trustees who are not Marsico Entities or "interested persons" (as defined under
the 1940 Act) of any such Marsico Entities ("Non-interested Trustees"), voted to
approve each New Investment Advisory and Management Agreement and to recommend
their approval to shareholders.

For information about the Board's deliberations and the reasons for its
recommendation, please see "Board of Trustees Evaluation" below.

THE BOARD OF THE TRUST RECOMMENDS THAT SHAREHOLDERS OF EACH FUND VOTE IN
FAVOR OF THE APPROVAL OF THE NEW INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
APPLICABLE TO THEIR FUND.

BOARD OF TRUSTEES EVALUATION

In early November, 1998, the Non-Interested Trustees of the Fund were
informed of the Transaction and the resulting assignment of the Funds' Current
Investment Advisory and Management Agreements.

At an in-person meeting of the Board held on November 12, 1998, the Board
was provided with additional information concerning the New Investment Advisory
and Management Agreements and was informed of the standards it should apply in
determining whether to approve the Agreements. The information provided by MCM
to the Board included a description of the Transaction and a discussion of how
the Transaction would affect MCM's ability to perform its duties as set forth in
the New Investment Advisory and Management Agreements. The Board was also
provided information comparing the fees to be charged under the New Investment
Advisory and Management Agreements with those paid by comparable funds.

The Board, including the Non-Interested Trustees, considered all of the
information presented at the November 12th meeting concerning the terms of the
Transaction and the effect the Transaction would likely have on MCM's duties to
the Funds under the New Investment Advisory and Management Agreements. The Board
was assisted in its review by representatives of the law firm of Dechert Price &
Rhoads.

In the course of these discussions, MCM advised the Non-Interested Trustees
that it did not expect that the Transaction would have a material effect on the
operations of the Funds or their shareholders. MCM also noted that the
Transaction does not contemplate any changes in the operations of the Funds. MCM
pointed out that Thomas F. Marsico will continue to serve as the Chairman and
Chief Executive Officer of MCM and as President and Chief Investment Officer of
the Funds and that MCM will continue to

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provide the high quality of service it has provided in the past. MCM emphasized
that the Transaction, if consummated, would provide MCM with the distribution
channel of one of the largest banking enterprises in the United States.

During the course of their deliberations, the Non-Interested Trustees
considered the information provided by MCM. The Board also considered a variety
of other factors, including the effect that the Transaction may have on MCM and
its ability to perform its duties under the New Investment Advisory and
Management Agreements; the nature, quality and extent of the services furnished
by MCM to the Funds; the investment record of MCM in managing the Funds;
comparative data as to investment performance, advisory fees and other fees,
including expense ratios; the advantages and possible disadvantages to the Funds
of having an adviser of the Funds which also serves other investment companies
as well as other accounts; possible benefits to MCM from serving as the
investment adviser to the Funds; the financial resources of MCM; and the
continuance of appropriate incentives to assure that MCM will continue to
furnish high quality services to the Funds.

In addition to the foregoing factors, the Non-Interested Trustees gave
careful consideration to the likely impact of the Transaction on the MCM
organization. In this regard, the Non-Interested Trustees considered, among
other things, the structure of the Transaction which affords MCM executives
substantial autonomy over MCM's operations; and information regarding the
financial resources and business reputation of NationsBank.

Based on the foregoing, the Non-Interested Trustees concluded that the
Transaction should cause no reduction in the quality of services provided to the
Funds. Thus, the Trustees of the Funds, including the Non-Interested Trustees,
unanimously approved the New Investment Advisory and Management Agreements.

The Board was advised that MCM intends to rely on Section 15(f) of the 1940
Act, which provides a non-exclusive safe harbor for an investment adviser to an
investment company or any of the investment adviser's affiliated persons (as
defined under the 1940 Act) to receive any amount or benefit in connection with
a change in control of the investment adviser so long as two conditions are met.
First, for a period of three years after the transaction, at least 75% of the
board members of the investment company must not be "interested persons" of the
investment company's investment adviser or its predecessor adviser. On or prior
to the consummation of the Transaction, the Board would be in compliance with
this provision of Section 15(f). Second, an "unfair burden" must not be imposed
upon the

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investment company as a result of such transaction or any express or implied
terms, conditions or understandings applicable thereto. The term "unfair burden"
is defined in Section 15(f) to include any arrangement during the two year
period after the transaction whereby the investment adviser, or any interested
person of any such adviser, receives or is entitled to receive any compensation,
directly or indirectly, from the investment company or its shareholders (other
than fees for bona fide investment advisory or other services) or 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 investment company). No such
compensation agreements are contemplated in connection with the Transaction.

MCM has undertaken to pay the costs of preparing and distributing proxy
materials to, and of holding the Meeting of, the Funds' shareholders as well as
other fees and expenses in connection with the Transaction, including the fees
and expenses of legal counsel to the Funds.

INFORMATION CONCERNING THE TRANSACTION AND NATIONSBANK

Under the Agreement, NationsBank will pay Mr. Marsico and TFM Holdings, LLLP
("TFM Holdings"), a Colorado limited liability limited partnership whose
partners are certain employees of MCM (including Mr. Marsico and Ms. Japha, who
also serves on the Funds' Board of Trustees) and members of Mr. Marsico's
family, $120 million in cash to acquire (i) 100% of the ownership interest in
Marsico Management Holdings, LLC ("MMH"), a Delaware limited liability company,
and (ii) a 50% ownership interest in MCM. Upon the closing of the Transaction,
MMH will become a wholly-owned subsidiary of NationsBank. In addition,
NationsBank expects to contribute its ownership interest in MCM to MMH, such
that MCM will be a 50%-owned subsidiary of MMH.

Following the completion of the Transaction, MCM's Limited Liability Company
Agreement will be amended and restated ("Amended LLC Agreement") to reflect the
change in ownership of MCM. Under the Amended LLC Agreement, MCM will be managed
by a board of directors consisting of six members, three to be appointed by TFM
Holdings and three to be appointed by NationsBank.

The names and principal occupations of the initial directors appointed by
TFM Holdings are as follows: Thomas F. Marsico, Chairman and Chief Executive
Officer of MCM; Barbara M. Japha, President of MCM; and Christopher J. Marsico,
Chief Operating Officer of MCM. The address for each of these individuals is
1200 17th Street, Suite 1300, Denver, CO, 80202.

7
<PAGE>
The names, principal occupations and addresses of the initial NationsBank
designated directors of MCM are as follows: Owen G. (Bob) Shell, Jr., President,
Wealth Management, NationsBank, N.A., NationsBank Plaza, 800 Market St., St.
Louis, MO, 63101-2607; Michael E. O'Neill, President, Principal Investing &
Wealth Management, Bank America Corporation and NationsBank, N.A., 555
California St., 40th floor, San Francisco, CA 94104; and Robert H. Gordon,
Senior Vice President, Consumer Investing Group, NationsBank, N.A., and
President of NationsBanc Advisors Inc., NationsBank Plaza, 101 S. Tryon St.,
Charlotte, NC 28255-0001.

The Transaction is subject to a number of conditions, including approval by
the Funds' shareholders of the New Investment Advisory and Management Agreements
with MCM. In addition, the Transaction is contingent on receiving shareholder
approval of other investment company portfolios for which MCM serves in an
investment advisory capacity, as well as the consent of MCM's other investment
advisory clients. Moreover, certain regulatory approvals may need to be obtained
prior to the consummation of the Transaction.

The information set forth above concerning the Transaction has been provided
to the Funds by MCM, and the information set forth below concerning NationsBank
has been provided to the Funds by NationsBank.

NationsBank, a national banking association having its principal place of
business in Charlotte, North Carolina, is a subsidiary of BankAmerica
Corporation. The merger of BankAmerica Corporation and NationsBank Corporation
on September 30, 1998 resulted in the second largest banking organization in the
United States, BankAmerica Corporation, with approximately $570 billion in
assets serving approximately 30 million households, as well as the world's
largest banking group in terms of market capitalization (over $139.5 billion).

DESCRIPTION OF THE CURRENT AND NEW INVESTMENT ADVISORY AND MANAGEMENT AGREEMENTS

The Current and New Investment Advisory and Management Agreements are
identical in all respects. Both Agreements provide that, subject to the
supervision of the Funds' Board of Trustees, MCM will provide the Funds with
continuing investment management services. MCM, as the investment adviser,
manages the investment operations of the Funds and the composition of each
Fund's portfolio, including the purchase, retention and disposition thereof, in
accordance with each Fund's investment objectives and policies. In so doing, MCM
agrees to provide supervision of the Funds'

8
<PAGE>
investments and to determine from time to time what investments or securities
will be purchased, retained, sold or loaned by each Fund, and what portion of
the assets will be invested or held uninvested in cash; act in conformity with
the Funds' Trust Instrument, By-Laws and Registration Statement and with the
instructions and directions of the Board of the Funds; conform and comply with
the requirements of the 1940 Act and all other applicable federal and state laws
and regulations; maintain all books and records required to be maintained under
the 1940 Act; render to the Board such periodic and special reports that the
Board may reasonably request; and provide to the custodian of the Funds on each
business day information relating to all transactions concerning the Funds'
assets.

Further, MCM determines the securities to be purchased or sold by the Funds
and places orders pursuant to its determinations with or through such persons,
brokers or dealers in conformity with the brokerage policy described in the
Funds' Registration Statement and Prospectus or as the Board may direct from
time to time. In providing the Funds with investment supervision, MCM agrees to
give primary consideration to securing the most favorable price and efficient
execution. Consistent with such policy, MCM may consider the financial
responsibility, research and investment information and other services provided
by brokers or dealers who may effect or be a party to any such transaction. In
addition, MCM is authorized to aggregate securities to be sold or purchased in
order to obtain the most favorable price or lower brokerage commissions and
efficient execution.

Under both Agreements, MCM agrees to pay the salaries and expenses of all of
its personnel and all expenses incurred by it arising out of its duties under
such agreement. In return for the services provided by MCM, as the investment
adviser to the Funds, and the expenses it assumes under the Current Investment
Advisory and Management Agreements, each Fund pays MCM a fee equal to 0.85% per
annum of the Fund's average daily net assets. By separate agreement ("Expense
Agreement"), which has been approved by the Board of Trustees, MCM has
voluntarily agreed to waive a portion of its advisory fee or reimburse the
Funds' other operating expenses so that total expenses paid by the Focus Fund
and the Growth & Income Fund do not exceed 1.60% and 1.50% of their respective
average daily net assets. The Expense Agreement remains in effect until January
1, 2000, unless it is terminated before then by the Trust or MCM.

During the fiscal year ended September 30, 1998, the fees paid to MCM under
the Current Investment Advisory and Management Agreements amounted to $2,590,083
for the Focus Fund and $774,854 for the Growth & Income Fund, of which $249,672
was waived by MCM under the Expense

9
<PAGE>
Agreement. The Focus Fund's total operating expenses as of September 30, 1998
were less than the expense limit stated above.

To the extent that the total operating expenses accrued by a Fund during a
month are less than the expense limitation set forth above, the Expense
Agreement provides that each Fund will reimburse MCM for any waivers of its
advisory fee and any payments by MCM of the Fund's operating expenses. This
agreement continues in effect until January 1, 2000.

Under both Agreements, MCM is permitted to provide investment advisory
services to other clients.

Both Agreements may be terminated at any time, without payment of penalty,
on 60 days' written notice by the Board or by vote of holders of a majority of
the outstanding voting securities of each Fund, or by MCM upon 90 days' written
notice. Both Agreements automatically terminate in the event of their assignment
(as defined in the 1940 Act).

Both Agreements provide that MCM is not liable for any error of judgment or
any loss suffered by the Funds, in connection with matters to which the
Agreements relate, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the part of MCM in the performance of its duties or from
reckless disregard by MCM of its obligations and duties under the Agreements.

MCM has acted as the investment manager for the Funds since the Funds
commenced operations on December 31, 1997. The Current Investment Advisory and
Management Agreements are dated December 22, 1997 and were initially approved by
the Board of Trustees at an in-person meeting held on December 3, 1997. They
continue in effect until December 31, 1999.

While the New Investment Advisory and Management Agreements, as a technical
matter, would not be required to be renewed again for two years following their
effectiveness, MCM and the Board have agreed that the New Investment Advisory
and Management Agreements shall continue for one year following their effect,
and shall continue from year-to-year thereafter, provided that it is
specifically approved at least annually by (i) the vote of a majority of the
Board of Trustees; or (ii) a vote of a "majority" (as defined by the 1940 Act)
of each Fund's outstanding voting securities, provided that in each instance the
continuance is also approved by a majority of the Board who are not "interested
persons" of the Funds or MCM.

In the event the shareholders of the Funds do not approve the New Investment
Advisory and Management Agreements, NationsBank may terminate the Transaction
and the Current Investment Advisory and Management Agreements will remain in
full force and effect.

10
<PAGE>
INVESTMENT MANAGER

MCM was established in September 1997 by Thomas F. Marsico and TFM Holdings.
It is a Delaware limited liability company. The principal source of MCM's income
is professional fees received from providing continuing investment advice. MCM
provides investment advice to registered mutual funds that are distributed to
retail investors as well as mutual funds that serve as funding vehicles for
variable life insurance policies and variable annuity contracts. MCM also
provides investment advice to institutions and individuals and to private funds.
Prior to forming MCM, Mr. Marsico served as the Portfolio Manager of the Janus
Twenty Fund from January 31, 1988 through August 11, 1997 and served in the same
capacity for the Janus Growth and Income Fund from May 31, 1991 (that fund's
inception) through August 11, 1997.

The Board of Directors of MCM is presently comprised of Thomas F. Marsico,
the Chairman and Chief Executive Officer of MCM; Barbara M. Japha, the President
of MCM; and Christopher J. Marsico, MCM's Chief Operating Officer.

All of the outstanding interests of MCM are held of record by Thomas F.
Marsico and TFM Holdings.

Exhibit C sets forth the fees and other information regarding certain other
investment companies subadvised by MCM.

REQUIRED VOTE

Approval of Proposal 1(a) requires the affirmative vote of a "majority of
the outstanding voting securities," as defined herein on page 2, of the Marsico
Focus Fund. THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF THE
MARSICO FOCUS FUND VOTE IN FAVOR OF THIS PROPOSAL 1(A).

Approval of Proposal 1(b) requires the affirmative vote of a "majority of
the outstanding voting securities," as defined herein on page 2, of the Marsico
Growth & Income Fund. THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF
THE MARSICO GROWTH & INCOME FUND VOTE IN FAVOR OF THIS PROPOSAL 1(B).

PROPOSAL 2

The Board is asking shareholders of both Funds to elect the Funds' Board of
Trustees. The nominees include all the current members of the Funds' Board of
Trustees, except for Barbara M. Japha who will resign from the Board before the
Meeting. In addition Federico Pena has been nominated to fill the vacancy on the
Board that will occur following Ms. Japha's resignation. As such, shareholders
are being asked to vote on Mr. Pena's

11
<PAGE>
nomination as well. Each nominee has consented to continue to serve if elected.
If any of the nominees should become unavailable, the persons named in the proxy
card will vote in their discretion for another person or person as Trustee. The
Board of Trustees unanimously recommends that shareholders elect all the
nominees.

INFORMATION CONCERNING THE CURRENT TRUSTEES

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME (DATE OF BIRTH) DIRECTORSHIPS FOR THE PAST 5 YEARS
- --------------------------------- -----------------------------------------------
<S> <C>
*Thomas F. Marsico(3)(4) ........ Chairman and Chief Executive Officer, Marsico
(1955) Capital Management, LLC (September 1997 -
Trustee since 1997 present); President, the Marsico Investment
Fund; Executive Vice President, Janus
Investment Fund (1990 - 1997).

*Barbara M. Japha(3) ............ President and General Counsel, Marsico Capital
(1953) Management, LLC (September 1997 - present);
Trustee since 1997 Vice President, Law, U S WEST, Inc. (August
1996 - September 1997); Vice President and
Chief Financial Officer (February 1996 - August
1996), Vice President Business Development
(August 1995 - February 1996), U S WEST
Communications, Inc.; Vice President, Law
(September 1994 - August 1995), Associate
General Counsel (September 1992 - September
1994), U S WEST, Inc.

*J. Jeffrey Riggs ............... President, Essex Financial Group, Inc.
(1953) (Commercial Mortgage Bank) (More than five
Trustee since 1997 years); Principal, Metropolitan Homes, Inc.
(January 1992 - Present); Principal, Baron
Properties, LLC (January 1997 - Present)

Rono Dutta(1)(2) ................ Senior Vice President - Planning, United
(1951) Airlines (November 1994 - Present); other
Trustee since Aug. 1998 positions with United Airlines (1985 - 1994);
previously, manager for planning, Bell &
Howell, and management consultant, Booz, Allen
and Hamilton.
</TABLE>

12
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME (DATE OF BIRTH) DIRECTORSHIPS FOR THE PAST 5 YEARS
- --------------------------------- -----------------------------------------------
Theodore S. Halaby(1) ........... Partner, Halaby, Cross & Schluter (law firm)
(1940) (October 1998 - present); Partner, Halaby,
Trustee since 1997 Cross, Lichty & Schluter (law firm) (January
1996 - September 1998); Partner, Halaby, Cross,
Lichty, Schluter & Buck (law firm) (October
1994 - December 1995); Partner, Halaby, McCrea
& Cross (law firm) (more than five years).
<S> <C>

Walter A. Koelbel, Jr. (1)(2) . President, and other positions, Koelbel and
(1952) Company (Real Estate Development Company)
Trustee since 1997 (December 1976 - Present);

Larry A. Mizel .................. President, M.D.C. Holdings, Inc. (Homebuilding
(1942) and Mortgage Banking) (March 1996 - present);
Trustee since 1997 Chairman and Chief Executive Officer, M.D.C.
Holdings, Inc. (More than five years).

Michael D. Rierson(1)(2) ........ Vice President, University Advancement at
(1952) University of Miami (September 1998 - present);
Trustee since Nov. 1998 Associate Dean, Kenan-Flagler Business School
at University of North Carolina at Chapel Hill
(November 1993 - September 1998); Various
positions at Duke University, Durham, N.C.
(October 1983 - November 1993).
</TABLE>

INFORMATION CONCERNING THE NEW NOMINEE

<TABLE>
<S> <C>
Federico Pena ............. Senior Adviser, Vestar Capital
Partners (August 1998 - present);
Secretary of the U.S. Department of
Energy (March 1997 - July 1998);
Secretary of the U.S. Department of
Transportation (January 1993 -
February 1997).
</TABLE>

EXECUTIVE OFFICERS OF THE FUNDS

<TABLE>
<CAPTION>
POSITION WITH FUNDS AND FIVE-YEAR BUSINESS
NAME HISTORY
- --------------------------------- -----------------------------------------------
<S> <C>
Thomas F. Marsico(4)............. President since 1997; See above for more
information.
</TABLE>

13
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH FUNDS AND FIVE-YEAR BUSINESS
NAME HISTORY
- --------------------------------- -----------------------------------------------
Barbara M. Japha................. Vice President and Secretary since 1997; See
above for more information.
<S> <C>

Christopher J. Marsico(4)........ Vice President, Chief Operating Officer and
Treasurer, since 1997; Vice President,
Corporate Development, U S WEST, Inc. (February
1997 - September 1997); Vice President, U S
West Capital Corporation (January 1996 -
January 1997); Vice President, (January 1990 -
December 1996), other positions (March 1986 -
January 1990) U S WEST Financial Services, Inc.
</TABLE>

- ------------------------

* Mr. Marsico, Ms. Japha, and Mr. Riggs are "interested persons" of the Funds.

(1) Member of Audit Committee

(2) Member of Nominating Committee

(3) Member of Valuation Committee

(4) Thomas F. Marsico and Christopher J. Marsico are brothers.

COMPENSATION RECEIVED FROM FUNDS
AS OF SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
AGGREGATE PENSION OR RETIREMENT ESTIMATED ANNUAL TOTAL
COMPENSATION BENEFITS ACCRUED AS PART BENEFITS UPON COMPENSATION
FROM THE FUNDS OF FUNDS' EXPENSES RETIREMENT* FROM FUNDS
--------------- ------------------------- ------------------- -------------
<S> <C> <C> <C> <C>
Thomas F. Marsico.... $ 0 $ 0 $ 0 $ 0

Barbara M. Japha..... $ 0 $ 0 $ 0 $ 0

J. Jeffrey Riggs..... $ 15,000 $ 0 $ 0 $ 15,000

Rono Dutta........... $ 4,000 $ 0 $ 0 $ 4,000

Theodore S. Halaby... $ 14,000 $ 0 $ 0 $ 14,000

Walter A. Koelbel,
Jr................. $ 16,000 $ 0 $ 0 $ 16,000

Larry A. Mizel....... $ 14,000 $ 0 $ 0 $ 14,000

Michael D. Rierson... $ 0 $ 0 $ 0 $ 0
</TABLE>

- ------------------------------

* Column can be omitted where benefits are not determinable.

14
<PAGE>
REQUIRED VOTE

Election of Trustees is by plurality of the votes cast by shareholders of
both Funds. THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF THE FUNDS
VOTE IN FAVOR OF THIS PROPOSAL 2.

ADDITIONAL INFORMATION

GENERAL

The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and Proxy Statement and all other costs incurred in connection with the
solicitation of proxies, including any additional solicitation made by letter,
telephone or telegraph, will be paid by MCM. In addition to solicitation by
mail, certain officers and representatives of the Fund, officers and employees
of MCM and certain financial services firms and their representatives, who will
receive no extra compensation for their services, may solicit proxies by
telephone, telegram, or personally.

Shareholder Communications Corporation (SCC) has been engaged to assist in
the solicitation of proxies. As the Meeting date approaches, certain
shareholders of the Fund may receive a telephone call from a representative of
SCC if their vote has not yet been received. Authorization to permit SCC to
execute proxies may be obtained by telephonic or electronically transmitted
instructions from shareholders of the Fund. Proxies that are obtained
telephonically will be recorded in accordance with the procedures set forth
below. These procedures have been 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 SCC representative
is required to ask for each shareholder's full name, address, social security or
employer 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 card in
the mail. If the information solicited agrees with the information provided to
SCC, the SCC representative has the responsibility to explain the process, read
the proposals listed on the proxy card, and ask for the shareholder's
instructions on such proposals. The SCC representative, although he or she is
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 SCC representative will record the shareholder's
instructions on the card. Within 72 hours, the shareholder will be sent a letter
or mailgram to confirm his or her vote and

15
<PAGE>
asking the shareholder to call SCC immediately if his or her instructions are
not correctly reflected in the confirmation.

In all cases where a shareholder elects to vote by electronic proxy, the
shareholder may access the Trust's website at either www.marsicofunds.com or
www.proxyvote.com. The shareholder will be prompted to provide his or her full
name, address, social security or employer 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 received the
Proxy Statement and card in the mail. If this information has been correctly
entered, the Shareholder will be provided with an on-line explanation of the
process and a recitation of the proposals listed on the proxy card. The
Shareholder will then have the opportunity to give his or her instructions on
such proposals. Within 72 hours, the shareholder will be sent a letter or
mailgram to confirm his or her vote and asking the shareholder to call SCC
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 telephonically or electronically, the shareholder may
still submit the proxy card originally sent with the Proxy Statement or attend
in person. Should the shareholder require additional information regarding the
proxy or a replacement proxy card, they may contact SCC toll-free at
1-800-948-8431. Any proxy given by a shareholder, whether in writing or by
telephone, is revocable.

PROPOSALS OF SHAREHOLDERS

Shareholders wishing to submit proposals to be presented at the next meeting
of shareholders of the Fund should send their written proposals to the Secretary
of the Funds, P.O. Box 3210, Milwaukee, WI 53201 within a reasonable time before
the solicitation of proxies for such meeting.

OTHER MATTERS TO COME BEFORE THE MEETING

The Board of the Funds is not aware of any matters that will be presented
for action at the Meeting other than the matters set forth herein. Should any
other matters requiring a vote of shareholders arise, the proxy in the
accompanying form will confer upon the person or persons entitled to vote the
shares represented by such proxy the discretionary authority to vote the shares
as to any such other matters in accordance with their best judgment in the
interest of the Funds.

16
<PAGE>
PLEASE TAKE A FEW MOMENTS TO COMPLETE YOUR PROXY PROMPTLY. YOU MAY DO SO
EITHER TELEPHONICALLY, ELECTRONICALLY OR BY MAILING THE PROXY CARD IN THE
POSTAGE PAID ENVELOPE PROVIDED.

By order of the Board of Trustees,

[SIGNATURE]

Barbara M. Japha
SECRETARY

17
<PAGE>
EXHIBIT A

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
OF THE MARSICO FOCUS FUND
OF THE MARSICO INVESTMENT FUND

AGREEMENT, made this day of , 1999, between The Marsico
Investment Fund (the "Trust"), on behalf of the Marsico Focus Fund (the "Fund"),
and Marsico Capital Management, LLC ("MCM"), a Delaware limited liability
company.

WHEREAS, the Trust is a Delaware business trust authorized to issue shares
in series and is registered as an open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"), and the Fund is
a series of the Trust;

WHEREAS, MCM is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended ("Advisers Act"); and

WHEREAS, the Trust wishes to retain MCM to render investment management
services to the Fund, and MCM is willing to furnish such services to the Fund;

NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Trust and MCM as follows:

1. APPOINTMENT

The Trust hereby appoints MCM to act as investment adviser and administrator
to the Fund for the periods and on the terms set forth herein. MCM accepts the
appointment and agrees to furnish the services set forth herein for the
compensation provided herein.

2. SERVICES AS INVESTMENT ADVISER

Subject to the general supervision and direction of the Board of Trustees of
the Trust, MCM will (a) manage the Fund in accordance with the Fund's investment
objectives and policies as stated in the Fund's Prospectus and the Statement of
Additional Information filed with the Securities and Exchange Commission, as
they may be amended from time to time; (b) make investment decisions for the
Fund; (c) place purchase and sale orders on behalf of the Fund; and (d) employ
portfolio managers and securities analysts to provide research services to the
Fund. In providing those services, MCM will provide the Fund with ongoing
research, analysis, advice, and judgments regarding individual investments,
general economic conditions and trends and long-range investment policy. In
addition, MCM will furnish the Fund

A-1
<PAGE>
with whatever statistical information the Fund may reasonably request with
respect to the securities that the Fund may hold or contemplate purchasing.

3. SERVICES AS MANAGER

Subject to the general supervision and direction of the Board of Trustees of
the Trust, MCM will (a) assist in supervising and managing all aspects of the
Fund's operations; (b) maintain such books and records of the Fund as may be
required by applicable federal or state law, or supervise, as the case may be,
the maintenance by third parties approved by the Trust, of such books and
records; (c) supply the Fund with office facilities, data processing services,
clerical, accounting and bookkeeping services, internal auditing and internal
legal services, internal executive and administrative services, and stationery
and office supplies; (d) prepare, file, and arrange for the distribution of
proxy materials and periodic reports to the shareholders of the Fund as required
by applicable law or supervise, as the case may be, the distribution of proxy
materials by third parties to the shareholders of the Fund as required by
applicable law; (e) prepare or supervise the preparation by third parties
approved by the Trust of all federal, state, and local tax returns and reports
of the Fund required by applicable law; (f) prepare and arrange for the filing
of such registration statements and other documents as the Securities and
Exchange Commission and other federal and state regulatory authorities may
require by applicable law; (g) render to the Board of Trustees of the Trust such
periodic and special reports respecting the Fund as the Trustees may reasonably
request; and (h) make available its officers and employees to the Board of
Trustees and officers of the Trust for consultation and discussions regarding
the administration of the Fund.

4. PERFORMANCE OF DUTIES BY MCM

MCM further agrees that, in performing its duties set forth in Sections 2
and 3 above, and elsewhere 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) use reasonable efforts to manage the Fund so that it will qualify, and
continue to qualify, as a regulated investment company under Subchapter M of the
Code and regulations issued thereunder;

(c) maintain books and records with respect to the Fund's securities
transactions, render to the Board of Trustees of the Trust such periodic and

A-2
<PAGE>
special reports as the Board may reasonably request, and keep the Trustees
informed of developments materially affecting the Fund's portfolio;

(d) make available to the Trust, promptly upon request, such copies of its
investment records and ledgers with respect to the Fund as may be required to
assist the Trust in its compliance with applicable laws and regulations. MCM
will furnish the Trustees with such periodic and special reports regarding the
Fund as they may reasonably request;

(e) immediately notify the Trust in the event that MCM or any of its
affiliates: (1) becomes aware that it is subject to a statutory disqualification
that prevents MCM from serving as investment adviser or administrator pursuant
to this Agreement; or (2) becomes aware that it is the subject of an
administrative proceeding or enforcement action by the Securities and Exchange
Commission or other regulatory authority. MCM further agrees to notify the Trust
immediately of any material fact known to MCM respecting or relating to MCM that
is not contained in the Trust's Registration Statement regarding 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.

MCM, at its discretion, may enter into contracts with third parties for the
performance of the services to be provided by it under this Agreement.

5. DOCUMENTS

The Fund has delivered properly certified or authenticated copies of each of
the following documents to MCM and will deliver to it all future amendments and
supplements thereto, if any:

(a) certified resolution of the Board of Trustees of the Trust authorizing
the appointment of MCM and approving the form of this Agreement;

(b) The Registration Statement as filed with the Securities and Exchange
Commission and any amendments thereto; and

(c) exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration Statement
described above.

6. BROKERAGE

In selecting brokers or dealers to execute transactions on behalf of the
Fund, MCM will use its best efforts to seek the best overall terms available. In
assessing the best overall terms available for any Fund transaction, MCM will
consider all factors it deems relevant, including, but not limited to, the

A-3
<PAGE>
breadth of the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer and the
reasonableness of the commission, if any, for the specific transaction and on a
continuing basis. In selecting brokers or dealers to execute a particular
transaction, and in evaluating the best overall terms available, MCM is
authorized to consider the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the
"1934 Act")) provided to the Fund and/or other accounts over which MCM or its
affiliates exercise investment discretion. In accordance with Section 11(a) of
the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable
laws and regulations, MCM and its affiliates are authorized to effect portfolio
transactions for the Fund as agent and to retain usual and customary brokerage
commissions on such transactions.

7. RECORDS

MCM agrees to maintain and to preserve for the periods prescribed under the
1940 Act any such records as are required to be maintained by MCM with respect
to the Fund by the 1940 Act. MCM further agrees that all records which it
maintains for the Fund are the property of the Fund and it will promptly
surrender any of such records upon request.

8. STANDARD OF CARE

MCM shall exercise its best judgment in rendering the services under this
Agreement. MCM shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund or the Fund's shareholders in connection
with the matters to which this Agreement relates, provided that nothing herein
shall be deemed to protect or purport to protect MCM against any liability to
the Fund or to its shareholders to which MCM 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 MCM's reckless disregard of its
obligations and duties under this Agreement. As used in this Section 8, the term
"MCM" shall include any officers, directors, employees, or other affiliates of
MCM performing services with respect to the Fund.

9. COMPENSATION

In consideration of the services rendered pursuant to this Agreement, the
Fund will pay MCM a fee at an annual rate equal to 0.85% of the average daily
net assets of the Fund. This fee shall be computed and accrued daily and payable
monthly. For the purpose of determining fees payable to MCM, the value of the
Fund's average daily net assets shall be computed at the

A-4
<PAGE>
times and in the manner specified in the Fund's Prospectus or Statement of
Additional Information.

10. EXPENSES

MCM will bear all expenses in connection with the performance of its
services under this Agreement. The Fund will bear certain other expenses to be
incurred in its operation, including: taxes, interest, brokerage fees and
commissions, if any; fees and expenses of Trustees of the Trust who are not
officers, directors, or employees of MCM; Securities and Exchange Commission
fees and state blue sky qualification fees; charges of custodians and transfer
and dividend disbursing agents; the Fund's proportionate share of insurance
premiums; outside auditing and legal expenses; costs of membership in any
industry trade groups; costs of maintenance of the Fund's existence; costs
attributable to investor services, including, without limitation, telephone and
personnel expenses; charges of independent pricing services; costs of preparing
and printing prospectuses and statements of additional information for
regulatory purposes and for distribution to existing shareholders; costs of
shareholders' reports and meetings of the shareholders of the Fund and of the
officers or Board of Trustees of the Trust; and any extraordinary expenses. In
addition, the Fund will pay distribution fees pursuant to a Distribution Plan
adopted under Rule 12b-1 of the 1940 Act.

11. SERVICES TO OTHER COMPANIES OR ACCOUNTS

The investment advisory and administrative services provided by MCM to the
Fund under this Agreement are not to be deemed exclusive, and MCM, or any
affiliate thereof, shall be free to render similar services to other investment
companies and other clients (whether or not their investment objectives and
policies are similar to those of the Fund) and to engage in other activities, so
long as it services hereunder are not impaired thereby.

12. REIMBURSEMENT OF ORGANIZATION EXPENSES

The Trust hereby agrees to reimburse MCM for the organization expenses of,
and the expenses incurred in connection with, the initial offering of the shares
of the Fund.

13. DURATION AND TERMINATION

This Agreement shall become effective on , 1999 and shall continue
in effect, unless sooner terminated as provided herein, until December 31, 1999
and shall continue from year to year thereafter, provided each continuance is
specifically approved at least annually by (i) the vote of a

A-5
<PAGE>
majority of the Board of Trustees of the Trust or (ii) a vote of a "majority"
(as defined in the 1940 Act) of the Fund's outstanding voting securities,
provided that in either event the continuance is also approved by a majority of
the Board of Trustees who are not "interested persons" (as defined in the 1940
Act) of any party to this Agreement, by vote cast in person at a meeting called
for the purpose of voting on such approval. This Agreement is terminable,
without penalty, on sixty (60) days' written notice by the Board of Trustees of
the Trust or by vote of holders of a majority of the Fund's shares or upon
ninety (90) days' written notice by MCM. This Agreement will also terminate
automatically in the event of its "assignment" (as defined in the 1940 Act).

14. AMENDMENT

No provision of this 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 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 Trust, including a majority
of Trustees who are not interested persons of any party to this Agreement, cast
in person at a meeting called for the purpose of voting on such approval, if
such approval is required by applicable law.

15. USE OF THE NAME "MARSICO."

Marsico Capital Management, LLC has consented to and granted a non-exclusive
license for the use by the Trust and by each Series thereof to the phrase
"Marsico Capital" or the identifying word "Marsico" in the name of the Trust and
of each Series or any logo or symbol authorized by Marsico Capital. Such consent
is conditioned upon the Trust's employment of Marsico Capital or its affiliates
as investment adviser to the Trust and to each Series. As between Marsico
Capital and the Trust, Marsico Capital shall control the use of such name
insofar as such name contains the phrase "Marsico Capital" or the identifying
word "Marsico." Marsico may from time to time use the phrase "Marsico Capital"
or the identifying word "Marsico" in other connections and for other purposes,
including without limitation in the names of other investment companies,
corporations or businesses that it may manage, advise, sponsor or own or in
which it may have a financial interest. Marsico Capital may require the Trust or
any Series to cease using the phrase "Marsico Capital" or the identifying word
"Marsico" in the name of the Trust or any Series or any logo or symbol
authorized by Marsico Capital if the Trust

A-6
<PAGE>
or Series ceases to employ Marsico Capital or an affiliate thereof as investment
adviser.

16. MISCELLANEOUS

a. This Agreement constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof.

b. Titles or captions of Sections contained in this Agreement are inserted
only as a matter of convenience and for reference, and in no way define, limit,
extend or describe the scope of this Agreement or the intent of any provisions
thereof.

c. This Agreement may be executed in several counterparts, all of which
together shall for all purposes constitute one Agreement, binding on all the
parties.

d. This Agreement and the rights and obligations of the parties hereunder
shall be governed by, and interpreted, construed and enforced in accordance with
the laws of the State of Delaware.

e. If any provisions of this Agreement or the application thereof to any
party or circumstances shall be determined by any court of competent
jurisdiction to be invalid or unenforceable to any extent, the remainder of this
Agreement or the application of such provision to such person or circumstance,
other than those as to which it is so determined to be invalid or unenforceable,
shall not be affected thereby, and each provision hereof shall be valid and
shall be enforced to the fullest extent permitted by law.

f. Notices of any kind to be given to MCM by the Trust shall be in writing
and shall be duly given if mailed or delivered to MCM at 1200 17th Street, Suite
1300, Denver, Colorado 80202, Attn: Barbara M. Japha, or at such other address
or to such individual as shall be specified by MCM to the Trust. Notices of any
kind to be given to the Trust by MCM shall be in writing and shall be duly given
if mailed or delivered to 1200 17th Street, Suite 1300, Denver, Colorado 80202,
Attn: Christopher J. Marsico, or at such other address or to such individual as
shall be specified by the Trust to MCM.

A-7
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first above
written.

<TABLE>
<S> <C> <C>
THE MARSICO INVESTMENT FUND
ON BEHALF OF
THE MARSICO FOCUS FUND

By:
--------------------------------

Name:
--------------------------------

Title:
--------------------------------

MARSICO CAPITAL MANAGEMENT, LLC.

By:
--------------------------------

Name:
--------------------------------
</TABLE>

A-8
<PAGE>
EXHIBIT B

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
OF THE MARSICO GROWTH & INCOME FUND
OF THE MARSICO INVESTMENT FUND

AGREEMENT, made this day of , 1999, between The Marsico
Investment Fund (the "Trust"), on behalf of the Marsico Growth & Income Fund
(the "Fund"), and Marsico Capital Management, LLC ("MCM"), a Delaware limited
liability company.

WHEREAS, MCM is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended ("Advisers Act"); and

WHEREAS, the Trust wishes to retain MCM to render investment management
services to the Fund, and MCM is willing to furnish such services to the Fund;

NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Trust and MCM as follows:

1. APPOINTMENT

2. SERVICES AS INVESTMENT ADVISER

B-1
<PAGE>
with whatever statistical information the Fund may reasonably request with
respect to the securities that the Fund may hold or contemplate purchasing.

3. SERVICES AS MANAGER

4. PERFORMANCE OF DUTIES BY MCM

MCM further agrees that, in performing its duties set forth in Sections 2
and 3 above, and elsewhere hereunder, it will:

(b) use reasonable efforts to manage the Fund so that it will qualify, and
continue to qualify, as a regulated investment company under Subchapter M of the
Code and regulations issued thereunder;

(c) maintain books and records with respect to the Fund's securities
transactions, render to the Board of Trustees of the Trust such periodic and

B-2
<PAGE>
special reports as the Board may reasonably request, and keep the Trustees
informed of developments materially affecting the Fund's portfolio;

MCM, at its discretion, may enter into contracts with third parties for the
performance of the services to be provided by it under this Agreement.

5. DOCUMENTS

The Fund has delivered properly certified or authenticated copies of each of
the following documents to MCM and will deliver to it all future amendments and
supplements thereto, if any:

(a) certified resolution of the Board of Trustees of the Trust authorizing
the appointment of MCM and approving the form of this Agreement;

(b) The Registration Statement as filed with the Securities and Exchange
Commission and any amendments thereto; and

(c) exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration Statement
described above.

6. BROKERAGE

B-3
<PAGE>
breadth of the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer and the
reasonableness of the commission, if any, for the specific transaction and on a
continuing basis. In selecting brokers or dealers to execute a particular
transaction, and in evaluating the best overall terms available, MCM is
authorized to consider the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the
"1934 Act")) provided to the Fund and/or other accounts over which MCM or its
affiliates exercise investment discretion. In accordance with Section 11(a) of
the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable
laws and regulations, MCM and its affiliates are authorized to effect portfolio
transactions for the Fund as agent and to retain usual and customary brokerage
commissions on such transactions.

7. RECORDS

8. STANDARD OF CARE

9. COMPENSATION

B-4
<PAGE>
times and in the manner specified in the Fund's Prospectus or Statement of
Additional Information.

10. EXPENSES

11. SERVICES TO OTHER COMPANIES OR ACCOUNTS

12. REIMBURSEMENT OF ORGANIZATION EXPENSES

The Trust hereby agrees to reimburse MCM for the organization expenses of,
and the expenses incurred in connection with, the initial offering of the shares
of the Fund.

13. DURATION AND TERMINATION

B-5
<PAGE>
majority of the Board of Trustees of the Trust or (ii) a vote of a "majority"
(as defined in the 1940 Act) of the Fund's outstanding voting securities,
provided that in either event the continuance is also approved by a majority of
the Board of Trustees who are not "interested persons" (as defined in the 1940
Act) of any party to this Agreement, by vote cast in person at a meeting called
for the purpose of voting on such approval. This Agreement is terminable,
without penalty, on sixty (60) days' written notice by the Board of Trustees of
the Trust or by vote of holders of a majority of the Fund's shares or upon
ninety (90) days' written notice by MCM. This Agreement will also terminate
automatically in the event of its "assignment" (as defined in the 1940 Act).

14. AMENDMENT

15. USE OF THE NAME "MARSICO."

B-6
<PAGE>
or Series ceases to employ Marsico Capital or an affiliate thereof as investment
adviser.

16. MISCELLANEOUS

a. This Agreement constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof.

c. This Agreement may be executed in several counterparts, all of which
together shall for all purposes constitute one Agreement, binding on all the
parties.

d. This Agreement and the rights and obligations of the parties hereunder
shall be governed by, and interpreted, construed and enforced in accordance with
the laws of the State of Delaware.

B-7
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first above
written.

<TABLE>
<S> <C> <C>
THE MARSICO INVESTMENT FUND
ON BEHALF OF
THE MARSICO GROWTH & INCOME FUND

By:
--------------------------------

Name:
--------------------------------

Title:
--------------------------------

MARSICO CAPITAL MANAGEMENT, LLC.

By:
--------------------------------

Name:
--------------------------------
</TABLE>

B-8
<PAGE>
EXHIBIT C

ADVISORY FEES FOR CERTAIN OTHER FUNDS SUBADVISED BY
MARSICO CAPITAL MANAGEMENT, LLC

<TABLE>
<CAPTION>
ASSETS IN TOTAL ADVISORY SUBADVISORY FEE
FUND MILLION* FEE TO MCM
- ------------------------------------------ ----------- --------------- ---------------
<S> <C> <C> <C>
Nations Marsico Focused Equities Fund..... $ 212.8 0.85% 0.45%
Nations Marsico Growth & Income Fund...... $ 80.9 0.85% 0.45%
Nations Marsico Focused Equities Variable
Annuity Portfolio....................... $ 16.5 0.85% 0.45%
Nations Marsico Growth & Income Variable
Annuity Portfolio....................... $ 11.0 0.85% 0.45%
Marsico Capital Growth Portfolio, a series
of the American Skandia Trust........... $ 423.4 0.90% 0.45%
Marsico Capital Growth Fund, a series of
American Skandia Advisor Funds, Inc..... $ 41.4 1.00% 0.45%
</TABLE>

- ------------------------

* Assets shown in this Exhibit are as of October 31, 1998.

C-1
<PAGE>

MARSICO FUNDS
PO BOX 3210
MILWAUKEE, WI 53201-3201

THE MARSICO INVESTMENT FUND
MARSICO FOCUS FUND
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 1, 1999

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Christopher J. Marsico and Barbara M. Japha
as proxies to vote for and in the name, place and stead of the undersigned at
the Special Meeting of Shareholders of the Marsico Focus Fund and the Marsico
Growth & Income Fund (the "Funds") to be held at the Hotel Monaco Denver, 1717
Champa Street, Denver, Colorado 80202, on February 1, 1999 at 10:00 a.m.,
Mountain Time, and at any adjournment thereof, according to the number of votes
and as fully as if personally present.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER AS SPECIFIED. IF
NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF PROPOSAL 1(a), FOR
ALL TRUSTEES IN PROPOSAL 2, AND WITHIN THE DISCRETION OF THE PROXYHOLDERS AS TO
PROPOSAL 3.

- ---------------------
TWO NEW LOW-COST WAYS
TO VOTE YOUR PROXY:
- ---------------------

TO VOTE BY INTERNET:
1. Read the Proxy Statement and have your Proxy Card at hand.
2. Go to website
WWW.MARSICOFUNDS.COM OR WWW.PROXYVOTE.COM
3. Enter the 12-digit Control Number found on your Proxy card.
4. Follow the simple instructions at the web site.

TO VOTE BY TELEPHONE (TOUCH-TONE ONLY):
1. Read the Proxy Statement and have your Proxy Card at hand.
2. Call toll-free 1-800-690-6903.
3. Enter the 12-digit Control Number found on your Proxy Card.
4. Follow the simple recorded instructions.

<TABLE>
<CAPTION>
<S><C>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: MARFOC KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

- ------------------------------------------------------------------------------------------------------------------------------------
MARSICO FOCUS FUND

ELECTION OF TRUSTEES: FOR WITHHOLD FOR ALL To withhold authority to vote for any of the
ALL ALL EXCEPT trustees, mark "For All Except" and write the
nominee's number on the line below.

2. 1) Thomas F. Marsico, 2) J. Jeffrey Riggs, / / / / / /
3) Rono Dutta, 4) Theodore S. Halaby, ---------------------------------------------
5) Walter A. Koelbel, Jr.,
6) Larry A. Mizel, 7) Federico Pena, and
8) Michael D. Rierson

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

1(a). MARSICO FOCUS FUND SHAREHOLDERS ONLY: Approval of the new investment advisory and
management agreement between the Marsico Investment Fund on behalf of the Marsico
Focus Fund and Marsico Capital Management, LLC. / / / / / /

3. In their discretion, the Proxyholders are authorized to vote upon such other matters
which may legally come before the Meeting or any adjournments thereof. / / / / / /

- ------------------------------------------------ ---------------------------------------------------

- ------------------------------------------------ ---------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

MARISCO FUNDS
PO BOX 3210
MILWAUKEE, WI 53201-3201

THE MARSICO INVESTMENT FUND
MARSICO GROWTH & INCOME FUND
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 1, 1999

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER AS SPECIFIED. IF
NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF PROPOSAL 1(b), FOR
ALL TRUSTEES IN PROPOSAL 2, AND WITHIN THE DISCRETION OF THE PROXYHOLDERS AS TO
PROPOSAL 3.

- ---------------------
TWO NEW LOW-COST WAYS
TO VOTE YOUR PROXY:
- ---------------------

<TABLE>
<CAPTION>
<S><C>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: MARGRO KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

- ------------------------------------------------------------------------------------------------------------------------------------
MARSICO GROWTH & INCOME FUND

ELECTION OF TRUSTEES: FOR WITHHOLD FOR ALL To withhold authority to vote for any of the
ALL ALL EXCEPT trustees, mark "For All Except" and write the
nominee's number on the line below.

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

1(b). MARSICO GROWTH & INCOME FUND SHAREHOLDERS ONLY: Approval of the new investment
advisory and management agreement between the Marsico Investment Fund on behalf
of the Marsico Growth & Income Fund and Marsico Capital Management, LLC. / / / / / /

3. In their discretion, the Proxyholders are authorized to vote upon such other matters
which may legally come before the Meeting or any adjournments thereof. / / / / / /

- ------------------------------------------------ ---------------------------------------------------