SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 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)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
THE MARSICO INVESTMENT FUND
IMPORTANT NEWS
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 options 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.
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.
<PAGE>
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 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-________.
Q WILL THE FUNDS PAY FOR THE PROXY SOLICITATION AND LEGAL COSTS ASSOCIATED
WITH THIS TRANSACTION?
A. No, MCM will bear these costs.
<PAGE>
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:
o 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.
o 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.
o The Transaction will have no effect on the number of shares
you own or the value of those shares.
o The advisory fees and expenses paid by the Funds will not
increase as a result of the Transaction.
o The investment objectives of the Funds will remain the same.
o The Funds' contractual relationships with their other service
providers, including the Funds' distributor, transfer agent,
and custodian, will not be affected.
o 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.
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 our toll-free number at 1-800-________, 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,
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.
<PAGE>
The Marsico Investment Fund
Marsico Focus Fund
Marsico Growth & Income Fund
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
the offices of Marsico Capital Management, LLC ("MCM"), 1200 17th Street, Suite
1300, 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 Trust, on behalf of the Focus
Fund, and 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 Trust, 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
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,
_______________________, Secretary
_______________, 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 our
toll-free telephone number at 1-800-________; 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.
<PAGE>
THE MARSICO INVESTMENT FUND
Marsico Focus Fund
Marsico Growth & Income Fund
P.O. Box 3210, Milwaukee WI 53201
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 the offices of Marsico
Capital Management, LLC ("MCM"), 1200 17th Street, Suite 1300, 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, or by telephone (1-800-_______), 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 shareholder's 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 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 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 of the Focus Fund or the Growth & Income
Fund at the close of business on December 10, 1998 (the "Record 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.)
<PAGE>
- --------------------- ------------------------- ---------------------------
Name of Trustees and Shares of the Focus Shares of the Growth &
Executive Officers Fund Beneficially Owned Income Fund
Beneficially Owned
- --------------------- ------------------------- ---------------------------
- --------------------- ------------------------- ---------------------------
Thomas F. Marsico* 228,936 237,432
- --------------------- ------------------------- ---------------------------
Barbara M. Japha 19,332.27 16,918.95
- --------------------- ------------------------- ---------------------------
J. Jeffrey Riggs 11,400 0
- --------------------- ------------------------- ---------------------------
Theodore S. Halaby 196.568 0
- --------------------- ------------------------- ---------------------------
Walter A. Koelbel, Jr. 907.772 0
- --------------------- ------------------------- ---------------------------
Larry A. Mizel 54,790.59 5,000
- --------------------- ------------------------- ---------------------------
Michael D. Rierson 221 180.766
- --------------------- ------------------------- ---------------------------
Christopher J. Marsico 66,667.63 192,622.49
- --------------------- ------------------------- ---------------------------
* Thomas F. Marsico owns 1.023% 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 website 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 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
agreements (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.
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 affect 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 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 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 ("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.
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; Frank L. Gentry, Executive Vice President,
Corporate Strategy & Planning, BankAmerica Corp., NationsBank Corporate Center,
100 N. Tryon St., Charlotte, NC 28255-0001; 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' 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 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 during the calendar
year in which the waiver on reimbursement occurred. This agreement continues in
effect until December 31, 1999.
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.
<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.
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. 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 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.
<TABLE>
Information Concerning the Current Trustees
<CAPTION>
Principal Occupation or Employment
Name (date of birth) and Directorships for the past 5 Years
<S> <C>
*Thomas F. Marsico(3)(4) Chairman and Chief Executive Officer, Marsico Capital Management,
(1955) LLC (September 1997 - present); President, the Marsico Investment
Trustee since 1997 Fund; Executive Vice President, Janus Investment Fund (1990 -
1997).
*Barbara M. Japha(3) President and General Counsel, Marsico Capital Management, LLC
(1953) (September 1997 - present); Vice President, Law, US WEST, Inc.
Trustee since 1997 (September 1989 - September 1997).
*J. Jeffrey Riggs President, Essex Financial Group, Inc. (Commercial
(1953) Mortgage Bank) (More than five years); Principal, Metropolitan
Trustee since 1997 Homes, Inc. (January 1992-Present); Principal, Baron Properties,
LLC (January 1997-Present)
Rono Dutta(1) (2) Senior Vice President - Planning, United Airlines (November 1994
(1951) - Present); other positions with United Airlines (1985 - 1994);
Trustee since Aug. 1998 previously, manager for planning, Bell & Howell, and management
consultant, Booz, Allen and Hamilton.
Theodore S. Halaby(1) Partner, Halaby, Cross & Schluter (law firm) (October 1998 -
(1940) present); Partner, Halaby, Cross, Lichty & Schluter (law firm)
Trustee since 1997 (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).
Walter A. Koelbel, Jr. (1)(2) President, and other positions, Koelbel and Company (Real Estate
(1952) Development Company) (December 1976-Present);
Trustee since 1997
Larry A. Mizel President, M.D.C. Holdings, Inc. (Homebuilding and Mortgage
(1942) Banking) (March 1996 - present); Chairman and Chief Executive
Trustee since 1997 Officer, M.D.C. Holdings, Inc. (More than five years).
Michael D. Rierson(1) (2) Vice President, University Advancement at University of Miami
(1952) (September 1998 - present); Associate Dean, Kenan-Flagler Business
Trustee since November 1998 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>
<TABLE>
<CAPTION>
Information Concerning the New Nominee
<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>
<TABLE>
Executive Officers of the Funds
<CAPTION>
Name Position with Funds and Five-Year Business History
<S> <C>
Thomas F. Marsico(4) President since 1997; See above for more information.
Barbara M. Japha Vice President and Secretary since 1997; See above for more information.
Christopher J. Marsico(4) Vice President, Chief Operating Officer and Treasurer, since 1997;
Vice President, Corporate Development, US WEST, Inc. (February 1997
- September 1997); Vice President, US West Capital Corporation (January
1996-January 1997); Vice President, US WEST Financial Services, Inc.
March 1986 - December 1996).
</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.
<PAGE>
<TABLE>
<CAPTION>
COMPENSATION RECEIVED FROM FUNDS
AS OF SEPTEMBER 30, 1998
<S> <C> <C> <C> <C>
- ------------------------------ ------------------- --------------------- ------------------ ------------------
Pension or
Retirement Estimated
Aggregate Benefits Accrued Annual Total
Compensation From As Part of Funds' Benefits Upon Compensation
the Funds Expenses Retirement* From Funds
- ------------------------------ ------------------- --------------------- ------------------ ------------------
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
- ------------------------------ ------------------- --------------------- ------------------ ------------------
*Column can be omitted where benefits are not determinable.
</TABLE>
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.
<PAGE>
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 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 is
correctly inputted, 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-______. 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.
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,
Secretary
<PAGE>
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
OF THE MARSICO FOCUS FUND
OF THE MARSICO INVESTMENT FUND
AGREEMENT, made this ____ day of ___________, 1998, 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 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
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 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 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 __________, 1998 and shall
continue in effect, unless sooner terminated as provided herein, for one year
from such date and shall continue from year to year thereafter, provided each
continuance is specifically approved at least annually by (i) the vote of a
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 connection 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 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.
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.
THE MARSICO INVESTMENT FUND
on behalf of
the Marsico Focus Fund
By: ___________________________________
Name: ___________________________________
Title: ___________________________________
MARSICO CAPITAL MANAGEMENT, LLC.
By: ___________________________________
Name: ___________________________________
Title: ___________________________________
<PAGE>
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
OF THE MARSICO GROWTH & INCOME FUND
OF THE MARSICO INVESTMENT FUND
AGREEMENT, made this ____ day of ___________, 1998, 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, 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 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
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 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 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 __________, 1998 and shall
continue in effect, unless sooner terminated as provided herein, for one year
from such date and shall continue from year to year thereafter, provided each
continuance is specifically approved at least annually by (i) the vote of a
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 connection 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 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.
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.
THE MARSICO INVESTMENT FUND
on behalf of
the Marsico Growth & Income Fund
By: ___________________________________
Name: ___________________________________
Title: ___________________________________
MARSICO CAPITAL MANAGEMENT, LLC.
By: ___________________________________
Name: ___________________________________
Title: ___________________________________
<PAGE>
PROXY THE MARSICO INVESTMENT FUND PROXY
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 offices of Marsico Capital
Management, LLC ("MCM"), 1200 17th Street, Suite 1300, 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.
Please note that in lieu of sending this proxy card, you may vote
telephonically by calling our toll free number at 1-800-_______ or
electronically by accessing our website at either www.marsicofunds.com or
www.proxyvote.com
(Continued, and to be signed on the other side)
Please mark boxes with an X in blue or black ink.
1. (a) Marsico Focus Fund Shareholders only: Approval of the new investment
advisory and management agreement between the Marsico Investment Trust
on behalf of the Marsico Focus Fund and Marsico Capital Management
__ FOR __ AGAINST __ ABSTAIN
(b) Marsico Growth & Income Fund Shareholders only: Approval of the new
investment advisory and management agreement between the Marsico
Investment Trust on behalf of the Marsico Growth & Income Fund and
Marsico Capital Management
__ FOR __ AGAINST __ ABSTAIN
2. ELECTION OF TRUSTEES: FOR THE NOMINEES WITHHOLD AUTHORITY
(except as marked to (to vote for all nominees
the contrary below) listed below)
Thomas F. Marsico, J. Jeffrey Riggs, Rono Dutta, Theodore S. Halaby,
Walter A. Koelbel, Jr., Larry A. Mizel,
Federico Pena, and Michael Rierson
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.
- -------------------------------------------------------------------------------
3. In their discretion, the Proxyholder is authorized to vote upon such
other matters which may legally come before the Meeting or any
adjournments thereof.
__ FOR __ AGAINST __ ABSTAIN
This Proxy when properly executed will be voted in the manner (or not voted) as
specified. If no specification is made, the Proxy will be voted in Favor of
Proposal 1(a) and 1(b), FOR all Trustees in Proposal 2, and within the
discretion of the Proxyholder as to Proposal 3. Please sign personally. If the
shares are registered in more than one name, each joint owner or each fiduciary
should sign personally. Only authorized officers should sign for corporations.
Dated______________________
___________________________
Signature
___________________________
Signature
