Government Investors Trust, GIT Tax-Free Trust, GIT Equity
Trust, GIT Income Trust
1655 Ft. Myer Drive, Suite 1000, Arlington, VA 22209,
800-336-3063
June 27, 1996
Dear Shareholder:
I am pleased to invite you to vote on several important matters
regarding your GIT mutual fund, and to attend a Special
Meeting of shareholders regarding these issues. I urge you
to give these matters your immediate attention. Please complete,
sign and return the enclosed proxy. I view the proposed
changes as an exciting new development that will be beneficial
to shareholders, as we face the investment challenges ahead.
The combined Special Meeting of Government Investors Trust,
GIT Tax-Free Trust, GIT Equity Trust and GIT Income Trust
(each a "Trust" and together, the "Trusts") will be held on Monday,
July 29, 1996 at the offices of the Trusts, 1655 Ft. Myer Drive,
Suite 1000, Arlington, VA 22209. The matters to be acted
upon are described in the attached Notice and Proxy
Statement.
On June 13, 1996, Bankers Finance Investment Management
Corp., the investment adviser to the Trusts and their
portfolios ("BFIMC"), agreed to sell its Trust management-
related assets to Bankers Finance Advisors, LLC, (the "New
Manager"), a subsidiary of Madison Investment Advisors, Inc.
of Madison, Wisconsin ("Madison"). Madison is a 22-year old
registered investment adviser currently supervising over
$2.2 billion in assets belonging to a wide variety of
clients. The New Manager intends to retain the office
facilities and key personnel of BFIMC. In this respect,
the change represents a continuation of the current
investment advisory organization of the Trusts under new
ownership, thereby providing continuity to the management of
your investments. But the new ownership also brings with it
the following potential benefits to shareholders:
Greater Research Depth. As a larger firm in terms of assets
under management, Madison brings significant investment
advisory resources to the management of the Trusts,
including additional experienced research personnel.
Growth Commitment. As the new owner, Madison has agreed to
expend both considerable energy and substantial resources
toward marketing the Trusts with a goal of increasing Trust
assets. If successful, these marketing efforts will improve
the Trusts' competitive position and further reduce
shareholder expenses.
Reduced Shareholder Expenses. Madison has indicated a
desire to reduce the current Trust expenses in order to
enhance the investment return to shareholders while
maintaining the highest level of shareholder services.
Investment advisory fees will not increase as a result of
the Trusts' employment of the New Manager.
To facilitate the continuation of the Trusts' investment
management and services to shareholders, the Trustees of
each Trust are proposing for your approval new investment
advisory agreements with the New Manager and the election of
four nominees as Trustees of each Trust. You are urged to
complete, sign and return your proxy as soon as possible. A
postage paid envelope is enclosed.
By returning the proxy card promptly, you will help avoid
the expense of subsequent mailings to achieve a quorum. If
your shares in your Trust are held in street name, your bank
or broker can vote your shares, but may do so only upon
receipt of your specific instructions. Please contact the
person responsible for your account and instruct him or her
to sign and mail the proxy card today. If you decide
between now and the meeting that you are able to attend the
meeting in person, you can always revoke your proxy at the
meeting and vote your shares in person. If you are planning
to attend the meeting in person, please call our shareholder
service department at 703-528-6500 to let us know so that we
can arrange for ample seating.
I hope you will share the enthusiasm about this new
development affecting the future of your investment. Please
call us if you have any voting questions or comments.
Very truly yours,
(signature)
A. Bruce Cleveland
President
Government Investors Trust, GIT Equity Trust, GIT Income
Trust, GIT Tax-Free Trust
<PAGE>
Government Investors Trust
GIT Tax-Free Trust : Tax-Free Arizona Portfolio, Tax-Free
Maryland Portfolio, Tax-Free Missouri Portfolio, Tax-Free
Virginia Portfolio, Tax-Free National Portfolio, Tax-Free
Money Market Portfolio
GIT Equity Trust: Equity Income Portfolio, Select Growth
Portfolio, Special Growth Portfolio, Worldwide Growth
Portfolio
GIT Income Trust: Government Portfolio, Maximum Income
Portfolio
1655 Ft. Myer Drive
Suite 1000
Arlington, VA 22209
Notice of Special Meeting of Shareholders
To be held July 29, 1996
Notice is hereby given that a combined Special Meeting (the
"Meeting") of Shareholders of Government Investors Trust,
GIT Tax-Free Trust consisting of the Tax-Free Arizona
Portfolio, Tax-Free Maryland Portfolio, Tax-Free Missouri
Portfolio, Tax-Free Virginia Portfolio, Tax-Free National
Portfolio and Tax-Free Money Market Portfolio, GIT Equity
Trust consisting of the Equity Income Portfolio, Select
Growth Portfolio, Special Growth Portfolio and Worldwide
Growth Portfolio and GIT Income Trust consisting of the
Government Portfolio and Maximum Income Portfolio (each a
"Trust" and together, the "Trusts", and each portfolio
thereunder a "Fund" and together, the "Funds"), will be held
at the offices of the Trusts at 1655 Ft. Myer Drive, Suite
1000, Arlington, VA 22209 on Monday, July 29, 1996 at 3:00
p.m. Eastern time, for the following purposes, with each
Fund voting separately in connection with the first item
below and each Fund voting together by Trust in connection
with all subsequent items below:
1. To approve or disapprove of new Investment Advisory
Agreements between each Trust, on behalf of each Fund, from
Bankers Finance Investment Management Corp. to Bankers
Finance Advisors, LLC, a wholly owned subsidiary of Madison
Investment Advisers, Inc., as set forth in Part II of the
attached Proxy Statement.
2. To elect four persons to serve as Trustees of each
Trust, as described in Part III of the attached Proxy
Statement.
3. To ratify or reject the selection of Ernst & Young LLP,
independent public accountants, as auditors for the Trusts
and each Fund for the current fiscal year as described in
Part IV of the attached Proxy Statement.
4. To transact such other business as may properly come
before the Meeting prior to its adjournment.
Only shareholders of record of each Fund at the close of
business on June 19, 1996 (the "Record Date") are entitled
to receive notice of and to vote at the Meeting on matters
relating to that Fund.
By Order of the Trustees
(signature)
Charles J. Tennes
Secretary
June 27, 1996
You are cordially invited to attend the meeting in person.
A proxy card is enclosed for the Fund or Funds in which you
are a shareholder. If you do not expect to attend the
meeting, we urge you to mark, sign, date and mail the
enclosed proxy or proxies in the enclosed postage-paid
envelope so that your shares will be represented and voted
at the Meeting. In order to avoid the additional expense of
further solicitation, we ask your cooperation in mailing
your proxy or proxies promptly.
The Trustees recommend that you vote in favor of each of the
proposals.
<PAGE>
Instructions for Executing the Proxy Card
The following general rules for signing the proxy cards may
be of assistance to you and may help to avoid the time and
expense involved in validating your vote if you fail to sign
your proxy card properly.
1. Individual accounts: Sign your name exactly as it
appears on the proxy card.
2. Joint accounts: Either shareholder may sign, but the
name of the signing shareholder should conform exactly to a
name shown on the proxy card.
3. All other accounts: The capacity of the individual
signing the proxy card should be indicated unless it is
reflected in the name on the proxy card. For example:
Registration Valid Signature
Corporate accounts
a. ABC Co. a. ABC Co., John Doe,
Treasurer
b. ABC Co., c/o John Doe Treasurer b. John Doe, Treasurer
c. ABC Co. Profit Sharing Plan c. John Doe, Trustee
Trust Accounts
a. ABC Trust a. Jane Doe, Trustee
b. Jane B. Doe, Trustee u/t/d 3/6/92b. Jane B. Doe
Custodial or Estate Accounts
a. John B. Smith, Cust. f/b/o a. John B. Smith
John B. Smith, Jr. UGMA
b. Estate of John B. Smith b. John B. Smith, Jr.,
Executor
<PAGE>
Government Investors Trust
GIT Tax-Free Trust: Tax-Free Arizona Portfolio, Tax-Free
Maryland Portfolio, Tax-Free Missouri Portfolio, Tax-Free
Virginia Portfolio, Tax-Free National Portfolio, Tax-Free
Money Market Portfolio
GIT Equity Trust: Equity Income Portfolio, Select Growth
Portfolio, Special Growth Portfolio, Worldwide Growth
Portfolio
GIT Income Trust: Government Portfolio, Maximum Income
Portfolio
1655 Ft. Myer Drive
Suite 1000
Arlington, VA 22209
800-336-3063
Proxy Statement
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Trustees of Government
Investors Trust, GIT Tax-Free Trust (on behalf of its six
publicly offered series portfolios, the Tax-Free Arizona
Portfolio, Tax-Free Maryland Portfolio, Tax-Free Missouri
Portfolio, Tax-Free Virginia Portfolio, Tax-Free National
Portfolio and Tax-Free Money Market Portfolio), GIT Equity
Trust (on behalf of its four publicly offered series
portfolios, the Equity Income Portfolio, Select Growth
Portfolio, Special Growth Portfolio and Worldwide Growth
Portfolio) and GIT Income Trust (on behalf of its two
publicly offered series portfolios, the Government Portfolio
and Maximum Income Portfolio) (each a "Trust" and each
portfolio thereunder a "Fund" and together the "Funds"), to
be used at the combined special meeting of shareholders of
the Funds to be held at the offices of the Trusts at 1655
Ft. Myer Drive, Suite 1000, Arlington, VA 22209 on Monday,
July 29, 1996 at 3:00 p.m. Eastern time, and any
adjournments thereof (the "Meeting").
This Proxy Statement and the accompanying form of proxy are
being first mailed to shareholders of the Funds on or about
June 25, 1996. Copies of each Fund's most recent Annual
Report, as well as copies of each GIT Tax-Free Trust Fund's
Semi-Annual Report for the period ended March 31, 1996, are
available without charge upon request made to the Fund's
respective Trust at the following address or telephone
number: 1655 Ft. Myer Drive, Suite 1000, Arlington, VA
22209, 800-336-3063.
The following shares of each Fund were outstanding on June
19, 1996 (the "Record Date"):
Government Investors Trust........55,989,421.950
GIT Tax-Free Trust
Tax-Free Arizona Portfolio.........907,881.436
Tax-Free Maryland Portfolio........268,539.476
Tax-Free Missouri Portfolio......1,099,684.532
Tax-Free Virginia Portfolio......3,031,822.235
Tax-Free National Portfolio......2,891,976.696
Tax-Free Money Market Portfolio..8,085,497.710
GIT Equity Trust
Equity Income Portfolio............233,116.354
Select Growth Portfolio............353,268.572
Special Growth Portfolio.........1,221,737.643
Worldwide Growth Portfolio.........309,754.551
GIT Income Trust
Government Portfolio...............675,180.513
Maximum Income Portfolio...........934,862.940
For additional information with respect to the Meeting, the
number of shares needed for a quorum and the number of votes
necessary to approve the proposals described herein, please
refer to Part V of this Proxy Statement.
<PAGE>
I. Introduction
On June 13, 1996, Madison Investment Advisers ("Madison"), a
registered investment adviser with principal offices at 6411
Mineral Point Road, Madison, Wisconsin, 53705, agreed to
purchase certain assets of Bankers Finance Investment Management
Corp. ("BFIMC"), the investment adviser to each Fund,
relating to BFIMC's investment advisory and fund services
activities. BFIMC and Madison have entered into an Asset Purchase
Agreement (the "Asset Purchase Agreement") providing, among
other things, that Madison intends to establish a subsidiary under
the name Bankers Finance Advisors, LLC ("BFA") to hold the
assets purchased from and continue the Trust management-
related business of BFIMC, effective as of July 31, 1996 (which
date may be extended up to 35 days if necessary to obtain a
quorum as described in Part V herein). Hereinafter, the
closing of this transaction is referred to as the
"Transfer".
Madison, a registered investment advisory firm for over
twenty-two years, provides professional portfolio management
services to a number of other clients and has approximately
$2.2 billion under management. Among such clients, Madison
manages Bascom Hill Investors, Inc., an investment company
(mutual fund) with total net assets of $11.9 million on
December 31, 1995, Bascom Hill BALANCED Fund, Inc., another
investment company with total assets of $10.9 million on
December 31, 1995 and Madison Bond Fund, Inc. with total net
assets of $5.8 million on December 31, 1995. Madison was
founded in 1973 and has never been controlled by or
affiliated with any other business entity or person. BFA,
a newly created company, will operate as a division of
Madison.
As required by the Investment Company Act of 1940, as
amended (the "1940 Act"), the current investment advisory
agreements pursuant to which BFIMC delivers investment
advisory services to the Funds provide for its automatic
termination upon any "assignment." The 1940 Act defines
"assignment" to include any direct or indirect transfer of a
contract by the assignor. If the Transfer is consummated,
an assignment of the current investment advisory agreements
will occur within the meaning of the 1940 Act, thereby
automatically terminating the current investment advisory
agreements with BFIMC.
Consummation of the Transfer is conditioned upon shareholder
approval of new investment advisory agreements with BFA by
the shareholders of each Fund (Proposal 1), as well as other
conditions set forth in the Asset Purchase Agreement. No
assurance can be given that the Transfer will be
consummated, although the parties are contractually
obligated to complete the Transfer subject to certain
conditions including such prior shareholder approval. The
Transfer is also conditioned upon the approval by
shareholders of the Trusts of the election of new Trustees
as set forth in this Proxy Statement (Proposal 2). It is
expected that the Transfer will take place upon approval by
each Fund's shareholders of the new investment advisory
agreements with BFA and the election of new Trustees
regardless of approval by shareholders of the Funds of the
remaining proposal (relating to ratification of the selection of
independent public accountants) described herein. Conversely,
implementation of the first two proposals described in this
Proxy Statement (relating to the approval of new investment
advisory agreements and election of new Trustees), even if
approved by the shareholders of each Fund, is wholly
contingent upon consummation of the Transfer, and such
proposals will not be implemented if the Transfer is not
consummated for any reason.
If the approvals of the new investment advisory agreements and
Trustee nominees are obtained and the Transfer is consummated,
BFA will thereafter perform the investment advisory functions
currently performed by BFIMC. It is expected that if the
proposed new investment advisory agreements with the Trusts
are approved by Fund shareholders and if the nominees for
Trustees of the Trusts listed in Part III of this Proxy
Statement are elected and take office, such newly-elected
Trustees will be requested by BFA to authorize new
administrative services agreements (the "Services
Agreements") for the Funds pursuant to which BFA would
substantially succeed to the administrative functions
currently performed for the Funds by BFIMC. Such services
are performed at cost (see the discussion entitled "Fund
Expenses" in Part II of this Proxy Statement). However, the
Services Agreements are not required to be approved by the
shareholders of the Funds.
If the Transfer is not actually consummated, then BFIMC's
current investment advisory agreement with each Fund (each a
"Current Advisory Agreement") will remain in effect, the
current Trustees of each Trust will remain in office and so
none of the changes proposed in this Proxy Statement will
occur, regardless of shareholder action taken at the Meeting
on such proposals.
<PAGE>
II. Approval or Disapproval of the New Investment Advisory
Agreements with BFA
In view of the execution of the Asset Purchase Agreement and
the factors discussed below, the Trustees of each Trust,
including those Trustees who are not "interested persons,"
as such term is defined in the 1940 Act, (the "Independent
Trustees") of the Trusts, the Funds, BFIMC or Madison, are
proposing that shareholders of each Fund approve for their
respective Fund the terms of the proposed new investment
advisory agreement between each Trust (each, a "New Advisory
Agreement" and together, the "New Advisory Agreements"), on
behalf of each Fund, and BFA, to become effective as of the
consummation of the Transfer of BFIMC's assets to BFA. Such
Transfer is currently expected to occur on or about July 31,
1996. The description of the New Advisory Agreements in
this Proxy Statement is qualified in its entirety by
reference to the form of the New Advisory Agreements
attached hereto as Exhibit A.
Madison is a registered investment adviser located at 6411
Mineral Point Road, Madison, Wisconsin 53705. For
additional information about Madison, see the discussion
below entitled "Information About BFIMC and
Madison."
Current Advisory Agreements.
Government Investors Trust: BFIMC has served as investment
adviser to the Trust since the inception of the Trust on
July 23, 1979. The Current Advisory Agreement between
Government Investors Trust and BFIMC is dated July 23, 1979,
the date of its original approval. The Trust currently
issues only one class of shares. The Current Advisory
Agreement provides that BFIMC shall manage the investment of
the assets of the Fund, guided by the investment policy of
the Trust.
<PAGE>
For its services thereunder, BFIMC is
compensated as described below under "Fees." For the fiscal
year ending March 31, 1996, the Trust paid BFIMC fees of
$291,791 for advisory services. The Current Advisory
Agreement was unanimously approved for renewal for another
one year period by the Trustees of the Trust on June 11,
1996, with the understanding that it will be superceded by
the New Advisory Agreement upon consummation of the
Transfer.
GIT Tax-Free Trust. BFIMC has served as investment adviser
to each GIT Tax-Free Trust Fund since the respective
inception of each Fund. The Current Advisory Agreement
between GIT Tax-Free Trust and BFIMC is dated September 14,
1982. The Trust currently issues six series of shares,
representing the Tax-Free Money Market Portfolio, Tax-Free
National Portfolio, Tax-Free Arizona Portfolio, Tax-Free
Maryland Portfolio, Tax-Free Missouri Portfolio and Tax-Free
Virginia Portfolio. The Current Advisory Agreement was last
submitted to a vote of security holders of the Tax-Free
Money Market and Tax-Free National (then known as Tax-Free
"High Yield") Portfolios on December 30, 1982 at the time of
its original approval. The Current Advisory Agreement with
regard to the Tax-Free Virginia Portfolio was last submitted
to a vote of security holders on June 19, 1989. The Current
Advisory Agreement with regard to the Tax-Free Arizona and
Missouri Portfolios was last submitted to a vote of security
holders on September 18, 1990 with regard to its initial
public shareholder approval. The Current Advisory Agreement
with regard to the Tax-Free Maryland Portfolio was last
submitted to a vote of security holders on February 10, 1993
at the time of its initial shareholder approval. The
Current Advisory Agreement provides that BFIMC shall manage
the investment of the assets of each Fund, guided by the
investment policies of each of the Trust's respective Funds.
For its services thereunder, BFIMC is compensated as
described below under "Fees." For the fiscal year ending
September 30, 1995, the Trust paid BFIMC fees for advisory
services as follows: For the Tax-Free Money Market
Portfolio, $45,081, for the Tax-Free National Portfolio,
$202,743; for the Tax-Free Arizona Portfolio, $64,823; for
the Tax-Free Maryland Portfolio, none; for the Tax-Free
Missouri Portfolio, $69,391; and for the Tax-Free Virginia
Portfolio, $207,900. As a result of fee waivers which can
be terminated at any time, the advisory fees paid to BFIMC
by the Tax-Free Maryland Portfolio were reduced. Absent
such waivers, the Tax-Free Maryland Portfolio would have
paid $18,524 to BFIMC for advisory services for the fiscal
year ending September 30, 1995. The Current Advisory
Agreement for each Fund was unanimously approved for renewal
for another year by the Trustees of the Trust on June 11,
1996, with the understanding that it will be superceded by
the New Advisory Agreement upon consummation of the
Transfer.
GIT Income Trust. BFIMC has served as investment adviser to
each GIT Income Trust Fund since the respective inception of
each Fund. The Current Advisory Agreement between GIT
Income Trust and BFIMC is dated January 11, 1983. The Trust
currently issues two series of shares, representing the
Government Portfolio (originally known as the "A-Rated
Portfolio) and Maximum Income Portfolio. It was
last submitted to a vote of security holders of each such
Fund on August 17, 1984 at a regularly scheduled annual
meeting of shareholders. The Current Advisory Agreement
provides that BFIMC shall manage the investment of the
assets of each such Fund, guided by the investment policies
of each of the Trust's respective Funds. For its services
thereunder, BFIMC is compensated as described below under
"Fees." For the fiscal year ending March 31, 1996, the
Trust paid BFIMC fees for advisory services as follows: For
the Government Portfolio, $46,093; and for the Maximum
Income Portfolio, $42,986. The Current Advisory Agreement
for each Fund was unanimously approved for renewal for
another year by the Trustees of the Trust on June 11, 1996,
with the understanding that it will be superceded by the New
Advisory Agreement upon consummation of the Transfer.
GIT Equity Trust. BFIMC has served as investment adviser to
each GIT Equity Trust Fund since the respective inception of
each Fund. The Current Advisory Agreement between GIT
Equity Trust and BFIMC is dated January 11, 1983, as amended
December 15, 1992 with regard to matters concerning the
Worldwide Growth Portfolio. The Trust currently issues four
series of shares, representing the Equity Income Portfolio,
the Select Growth Portfolio, the Special Growth Portfolio
and the Worldwide Growth Portfolio. The Current Advisory
Agreement was last submitted to a vote of security holders
of the Equity Income, Select Growth and Special Growth
Portfolios on August 17, 1984 at a regularly scheduled
annual meeting of shareholders. The Current Advisory
Agreement with regard to the Worldwide Growth Portfolio was
last submitted to a vote of security holders on April 16,
1993 at the time of its initial shareholder approval, at
which time the amendment dated December 15, 1992 was
approved. The Current Advisory Agreement provides that
BFIMC shall manage the investment of the assets of the each
Fund, guided by the investment policies of each of the
Trust's respective Funds. For its services thereunder,
BFIMC is compensated as described below under "Fees." For
the fiscal year ending March 31, 1996, the Trust paid BFIMC
fees for advisory services as follows: For the Equity
Income Portfolio, $29,875; for the Select Growth Portfolio,
$44,041; for the Special Growth Portfolio, $219,111; and for
the Worldwide Growth Portfolio, $14,252. As a result of fee
waivers which can be terminated at any time, the advisory
fees paid to BFIMC by the Worldwide Growth Portfolio were
reduced. Absent such waivers, the Worldwide Growth
Portfolio would have paid $34,933 to BFIMC for advisory
services for the fiscal year ending March 31, 1996. The
Current Advisory Agreement for each Fund was unanimously
approved for renewal for another year by the Trustees of the
Trust on June 11, 1996, with the understanding that they
will be superceded by the New Advisory Agreements upon
consummation of the Transfer.
Information About BFIMC and Madison
BFIMC. Bankers Finance Investment Management Corp. is the
successor to Bankers Finance Corp., a Virginia corporation
founded in 1975 by A. Bruce Cleveland and Michael D. Goth.
It has served as the adviser to each Trust since its
inception. The name, address and principal occupation of
the principal executive officers and the director of BFIMC
are contained in Exhibit B to this Proxy Statement. As of
the date of this Proxy Statement, A. Bruce Cleveland, 1655
Ft. Myer Drive, Arlington, Virginia, 22209 owns 80% of the
outstanding voting securities of BFIMC and Michael D. Goth,
4772 Rhapsody Drive, Oak Park, California, 91301 owns the
remaining 20% of the outstanding voting securities of BFIMC.
Madison. Madison, a licensed investment advisory firm for
over twenty-two years, provides professional portfolio
management services to a number of clients and has over
$2.2 billion under management. Madison provides advisory
services to a variety of clients, including corporations,
endowments, financial institutions, foundations, individuals,
municipalities and retirement plans. Madison also manages Bascom
Hill Investors, Inc., an investment company (mutual fund)
with total net assets of $11.9 million on December 31, 1995,
Bascom Hill BALANCED Fund, Inc., another investment company
with total assets of 10.9 million on December 31, 1995 and
Madison Bond Fund, Inc. with total net assets of $5.8
million on December 31, 1995. Madison was founded in 1973
and has never been controlled by or affiliated with any
other business entity or person. The name, address and
principal occupation of the principal executive officers and
the directors of Madison are contained in Exhibit C to this
Proxy Statement. As of the date of this Proxy Statement,
Frank Burgess, President and Director of Madison, 6411
Mineral Point, Madison, WI 53705 owns a majority of the
outstanding voting securities of Madison. The following
principals of Madison each own between 10 and 25 percent of
the outstanding voting securities of Madison: Michael J.
Schlageter and John F. McClure.
The Independent Trustees of each Trust have no material
interest, direct or indirect, in any material transactions
regarding the Trusts to which either BFIMC or Madison was or
is to be a party.
There is nothing related to the financial condition of
Madison that is reasonably likely to impair its financial
ability to fulfill its commitment to the Funds under the New
Advisory Agreements with BFA. Madison currently serves as
an investment adviser to the following mutual funds which
pay the corresponding advisory fee to Madison for investment
advisory services:
Name of Fund Net Assets
as of 12/31/95 Advisory Fee
Bascom Hill Investors, Inc. $11.9 million 0.800%
Bascom Hill BALANCED Fund, Inc.$10.9 million 0.850%
Madison Bond Fund, Inc. $5.8 million 0.500%
Bascom Hill Investors, Inc. has an investment objective
which is similar to the GIT Equity Trust Select Growth
Portfolio. The Madison Bond Fund, Inc. has an
investment objective similar to the GIT Income Trust
portfolios in that they seek income from a diversified bond
portfolio. Also, the Bascom Hill BALANCED Fund, Inc.
invests in a diversified stock and bond portfolio,
reflecting a combination of investment objectives
shared by GIT Equity Trust and GIT Income Trust.
Madison has not waived, reduced or otherwise agreed
to reduce its compensation under any
applicable contract. In addition to the mutual funds
described above, Madison manages a number of private
accounts with investment objectives similar to those of
GIT Income Trust and GIT Equity Trust's domestic
equity portfolios.
Portfolio Managers
Upon consummation of the Transfer, T. Daniel Gillespie will remain
as portfolio manager of each GIT Tax-Free Trust Portfolio and
will be joined by Chris Berberet, a principal of Madison. Charles
J. Tennes will remain responsible for the management of each
GIT Income Trust Portfolio and will be joined by Mr. Berberet
and Jay R. Sekelsky, also a principal of Madison. Likewise, Mr.
Tennes will remain responsible for the management of each GIT
Equity Trust Portfolio and will be joined by Frank E. Burgess,
Madison's President and principal.
Fees
The investment advisory fees for the Funds under the Current
Advisory Agreements and the proposed New Advisory Agreements
are set forth below. The investment advisory fees for the
Funds under the Current Advisory Agreements and the proposed
New Advisory Agreements are identical. No changes are
proposed and such fees will continue to be expressed as a
percentage of net assets at an annual rate, based on a
Fund's average daily net assets. Such fees currently are,
and under the New Advisory Agreements will be, accrued daily
and paid monthly.
Current and Proposed Investment Advisory Fee Schedule
Name of Fund Annual Fee
Government Investors Trust.....................0.500%
GIT Tax-Free Trust
Tax-Free Arizona Portfolio...............0.625%
Tax-Free Maryland Portfolio..............0.625%
Tax-Free Missouri Portfolio..............0.625%
Tax-Free Virginia Portfolio..............0.625%
Tax-Free National Portfolio..............0.625%
Tax-Free Money Market Portfolio..........0.500%
GIT Equity Trust
Equity Income Portfolio..................0.750%
Select Growth Portfolio..................0.750%
Special Growth Portfolio.................0.750%
Worldwide Growth Portfolio...............1.000%
GIT Income Trust
Government Portfolio.....................0.625%
Maximum Income Portfolio.................0.625%
<PAGE>
Fund Expenses
Under the existing Services Agreements between each Trust
and BFIMC, BFIMC is reimbursed by each Fund at cost for
administrative, accounting, transfer agency and other
shareholder services performed. The expense ratios
(excluding the advisory fees described above) for each Fund
were as follows, based on the actual expenses for the year
ending March 31, 1996 for Government Investors Trust, each
GIT Equity Trust Fund and each GIT Income Trust Fund and for
the six-months ending March 31, 1996 (annualized) for each
GIT Tax-Free Trust Fund:
Name of Fund Expenses
Government Investors Trust..............0.710%
GIT Tax-Free Trust
Tax-Free Arizona Portfolio........0.695%
Tax-Free Maryland Portfolio.......0.575%
Tax-Free Missouri Portfolio.......0.675%
Tax-Free Virginia Portfolio.......0.585%
Tax-Free National Portfolio.......0.615%
Tax-Free Money Market Portfolio...0.310%
GIT Equity Trust
Equity Income Portfolio...........0.660%
Select Growth Portfolio...........1.040%
Special Growth Portfolio..........1.170%
Worldwide Growth Portfolio........1.380%
GIT Income Trust
Government Portfolio..............0.965%
Maximum Income Portfolio..........0.975%
The tables below set forth the current fee arrangements (as
a percentage of net assets) applicable to each Fund as of
March 31, 1996. The fees were incurred during the six
months ended March 31, 1996 for each GIT Tax-Free Trust Fund
are annualized and the fees were incurred for the year ended
March 31, 1996 for each remaining Fund. The terms of the
acquisition of BFIMC's assets by Madison do not include
provisions that are expected to have any affect on fees,
except to the extent Madison's commitment to marketing
results in an increase in assets of any Fund. Such increase
would have the effect of reducing Fund expenses. There can
be no guarantee that such marketing efforts will result in
the increase in assets of any Fund.
Government Investors Trust
Management Fee 0.50%
Other Expenses* 0.73%
Total Fund Operating Expenses* 1.23%
*Reflects custodian fees paid indirectly.
Example: You would pay the following expenses on a $1,000
investment, assuming (1) a five percent annual return and
(2) redemption at the end of each time period:
1 Year 3 Years 5 Years 10 Years
$13 $39 $68 $150
GIT Tax-Free Trust
Arizona Maryland Missouri
Portfolio Portfolio Portfolio
Management Fees 0.625% 0.000% 0.625%
Other Expenses* 0.723% 1.308% 0.726%
Total Fund Operating
Expenses* 1.348% 1.308% 1.351%
Example: You would pay the following expenses on a $1,000
investment, assuming (1) five percent annual return and (2)
redemption at the end of each time period.
1 year $14 $13 $14
3 years $43 $42 $43
5 years $74 $72 $74
10 years $163 $158 $163
Money
Virginia National Market
Portfolio Portfolio Portfolio
Management Fees 0.625% 0.625% 0.500%
Other Expenses* 0.606% 0.638% 0.369%**
Total Fund Operating
Expenses* 1.231% 1.263% 0.869%
<PAGE>
Example: You would pay the following expenses on a $1,000
investment, assuming (1) five percent annual return and (2)
redemption at the end of each time period.
1 year $13 $13 $9
3 years $39 $40 $28
5 years $68 $69 $48
10 years $149 $153 $107
*Reflects custodian fees paid indirectly.
**After expense reimbursements.
GIT Equity Trust
Special Select Equity Worldwide
Growth Growth Income Growth
Management Fees 0.75% 0.75% 0.75% 0.50%
Other Expenses 0.66% 1.04% 1.17% 1.97%
Total Fund Operating Expenses 1.41% 1.79% 1.92% 2.47%
Example: You would pay the following expenses on a $1,000
investment, assuming: (1) a five percent annual return and
(2) redemption at the end of each time period:
1 Year 3 Years 5 Years 10 Years
Special Growth Portfolio $14 $45 $77 $169
Select Growth Portfolio $18 $56 $97 $211
Equity Income Portfolio $20 $60 $104 $224
Worldwide Growth Portfolio $25 $78 $133 $283
GIT Income Trust
Maximum
Government Income
Portfolio Portfolio
Management Fees 0.625% 0.625%
Other expenses 0.965% 0.975%
Total Fund Operating Expenses 1.590% 1.600%
Example: You would pay the following expenses on a $1,000
investment, assuming: (1) a five percent annual return and
(2) redemption at the end of each time period.
1 Year 3 Years 5 Years 10 Years
Government Portfolio $16 $50 $87 $189
Maximum Income Portfolio $16 $50 $87 $190
The expenses shown for the Tax-Free Money Market Portfolio
were reduced because BFIMC currently waives the billing of
certain reimbursable expenses. Had such costs been incurred
by the Money Market Portfolio, its "Other Expenses" would
have been 0.557%, which would have made its "Total Fund
Operating Expenses" 1.057%.
<PAGE>
The expenses shown for the Tax-Free Maryland Portfolio were
reduced because the BFIMC currently waives its management
fees with regard to this Fund. Had BFIMC not waived its
management fee of 0.625%, its "Total Fund Operating
Expenses" would have been 1.93%. BFIMC or BFA may end this
waiver in whole or in part in the future.
For the year ending March 31, 1996, BFIMC waived a portion
of its management fees of 1.00% for the Equity Trust
Worldwide Growth Portfolio. Had it not done so, its "Total
Fund Operating Expenses" would have been 2.97%.
The examples above assume a 5% annual rate of return
pursuant to SEC requirements. This hypothetical rate of
return is not intended to be representative of past or
future performance of any Fund. The example should not be
considered to be a representation of past or future
expenses. Actual expenses may be greater or less than those
shown.
Description of New Advisory Agreements
In addition to the fees described above, each Trust's
Current Advisory Agreement will be substantially the same as
its proposed New Advisory Agreement between each Trust and
BFA. The material provisions of each such agreement are:
1. The adviser will supervise the investment management of
the respective Trust.
2. The adviser will have full discretion to perform its
duties, including the purchase and sale of securities,
subject to the terms of the respective Trust's Declaration
of Trust, By-Laws and investment policies contained in the
prospectuses for the Trust's portfolio(s).
3. The adviser will not engage in self-dealing in effecting
securities transactions for the Trust. In addition, no
persons affiliated with the adviser may take positions in
shares of the Trust except for investment purposes and no
such person may act as a principal or receive any commission
in connection with the Trust securities transactions.
4. Each respective Trust will pay all of its expenses,
including (a) those related to the Trust's continued
existence, (b) Trustee fees (except those of any Trustees
affiliated with the advisor), (c) advisory fees under the
agreement, (d) costs of preparing, printing and distributing
reports, prospectuses and documents required pursuant to
applicable state and Federal securities laws and expenses of
reports to shareholders, (e) custody, transfer agent,
disbursing agent, shareholder servicing agent, registrar and
similar agent costs, (f) expenses related to the
registration and redemption of shares and share
certificates, (g) costs for audit, legal, insurance,
accounting, portfolio administration, association
membership, printing, postage and other administrative
expenses, (h) expenses of licensing the Trust, its shares
and its officers, employees and agents under Federal and
state laws, (i) shareholder meeting expenses (with the
exception of the Meeting called by this Proxy Statement) and
(j) any interest, taxes, franchise fees and commission and
transaction costs related to securities transactions. The
Trust will also assume all losses and liabilities incurred
in its administration, pay for non-recurring expenses that
may arise and indemnify those acting on behalf of the Trust.
<PAGE>
5. Advisory fees (see Current and Proposed Advisory Fee
Schedule, above) are per annum based on the average daily
net assets of the respective Trust portfolio during each
respective month. The fee is payable monthly on the last
business day of the month.
6. The advisor will pay the fees and expenses of any
Trustees or officers affiliated with the advisor, all
promotional expenses of the Trust, and the rent expense of
the Trust's principal executive office currently located at
1655 Ft. Myer Drive, Suite 1000, Arlington, Virginia. The
Advisor agrees to reimburse Government Investors Trust for
all expenses (excluding securities transactions commissions
and expenses, taxes, interest, and extra-ordinary and non-
recurring expense) which exceed during any fiscal year one
and one-half percent of the Trust's daily average net assets
up to $40,000,000 and one percent of the amount, if any, by
which such assets exceed $40,000,000. For all Trusts,
including Government Investors Trust, the advisor agrees to
reimburse the Trust for all expenses (excluding securities
transactions commissions and expenses, taxes, interest, and
extra-ordinary and non-recurring expense) which exceed
during any fiscal year the applicable expense limitation in
any state in which the Trust is subject to regulation.
7. The advisor is limited from liability for loss in
connection with its duties except for acts or omissions
involving willful misfeasance, bad faith, gross negligence
or reckless disregard of its duties.
8. The advisor agrees that each respective Trust's
liabilities are limited to the Trust's assets and the
advisor will not seek satisfaction of any obligation from
the Trust's shareholders, its Trustees, officers, employees
or agents.
9. If approved by the shareholders, the agreement will
continue in effect for an initial term of two years and
shall continue in force thereafter provided it is approved
at least annually by the Trustees or by a majority vote of
the outstanding securities of each series and class of the
Trust's shares with respect to which it is to continue in
effect, and in either case by a vote of a majority of the
Independent Trustees of the Trust.
10. The agreement can be terminated upon sixty days written
notice by the Trustees, a majority of the outstanding
securities of each series and class of the Trust's shares,
or by the advisor.
11. The agreement is not assignable and terminates upon
assignment.
12. Recognizing that BFA is controlled by Madison, it is
expected that BFA and Madison will work closely together in
the management of each Fund.
Consideration of the Proposed New Advisory Agreements by the
Trustees.
In considering the New Advisory Agreements, the Trustees
requested and reviewed various materials, including
materials furnished by Madison. These materials included
information regarding Madison and its personnel, operations,
financial condition and investment philosophy. Madison also
provided information regarding the performance records and
expenses of the mutual funds advised by Madison and stated
<PAGE>
to the Trustees of the Trusts its intention to operate BFA
in substantially the same manner as BFIMC now operates,
largely using the existing personnel and facilities
currently involved in the day-to-day operation of the Funds.
Based on the representations of Madison, the Trustees also
considered that the terms of the New Advisory Agreements
were substantially identical to the terms of the Current
Advisory Agreements.
In connection with the approval of each New Advisory
Agreement, the Trustees also considered that Madison,
on behalf of BFA, had expressed its commitment to the
marketing and promotion of the Trusts and the expenditure
of substantial resources and funds during the three years
following consummation of the Transfer in the furtherance
of such marketing and promotion. The Trustees of the Trusts
recognized that this is intended to help increase the net
assets in each respective Fund, which in turn could help to
reduce overall expense ratios of each such Fund. Because
the New Advisory Agreements specify that BFA will work
closely with Madison, the Trustees recognized the depth of
investment analysis experience in both equity and fixed-
income management that current Madison personnel possess and
the Trustees recognized that such experience could be
utilized in the management of the Trusts by BFA. The
Trustees noted Madison's background in the investment
management industry and reviewed the historical performance
record of the mutual funds and private accounts advised by
Madison.
The Trustees also took into account the management,
personnel and operation of Madison and the commitment of
Madison to the financial services industry. The Trustees
based their determinations in this regard on discussions
with representatives of Madison at a meeting of the Trustees
held on May 21, 1996, and a review of materials prepared by
Madison in connection with the meeting. These materials
included Madison's financial statements, the annual report,
prospectuses and marketing brochures for the mutual funds
for which Madison currently serves as investment adviser,
various documents outlining the history and current
operations of Madison and such mutual funds, and other
information which counsel for the Independent Trustees
requested be provided to the Trustees. The Trustees
considered such materials and information and approved the
New Advisory Agreements at a meeting of the Trustees held on
June 11, 1996, to be effective upon consummation of the
Transfer.
The Trustees considered that each Fund's investment
objectives and policies are expected to remain the same and
that BFA, as successor to BFIMC's operations, is expected to
provide a similar level, quality and type of investment
advisory services as are currently provided to the Trusts by
BFIMC, since the current officers and personnel of BFIMC,
with the exception of its President, A. Bruce Cleveland, are
not expected to materially change as a result of the acquisition of
BFIMC's Trust advisory-related assets by BFA . While BFA
may continue the fee waivers currently in effect for the GIT
Tax-Free Trust Tax-Free Maryland Portfolio and for the GIT
Equity Trust Worldwide Growth Portfolio, any existing fee
waivers could be discontinued or modified by BFA at any time
and without further notice.
Recommendation of the Trustees
Based upon the considerations discussed above under
"Consideration of the Proposed New Investment Advisory
Agreements by the Trustees," the Trustees, including the
Independent Trustees, have determined that the New Advisory
Agreements are in the interests of each Fund and its
shareholders. In addition, Madison expects that there will
be no diminution in the scope and quality of services
provided to the Funds by BFA as a result of these
transactions. The Trustees believe that the Funds should
receive investment advisory services under the New Advisory
Agreements at least equal to those that the shareholders
currently receive under the Current Advisory Agreements.
The Trustees recommend that the shareholders of each Fund
vote to approve the New Advisory Agreement for their Fund.
III. Election of Trustees
Nominees
The Declarations of Trust of each Trust provides that the
Trustees shall determine the number of Trustees serving
thereunder, but that the number of Trustees of a Trust shall
be not less than three nor more than fifteen. The Trustees
of each Trust have fixed the number of Trustees of each
Trust at four. It is proposed that four persons be elected
as Trustees of the Trusts. The nominees, their addresses,
ages, and their principal occupations and other affiliations
are listed below. The current members of the Boards of
Trustees of the Trusts who are not "interested persons" of
the Trusts, BFIMC, BFA or Madison, as such term is defined
in the 1940 Act, have nominated the proposed slate of
Trustees. Mr. Thomas S. Kleppe is the sole current Trustee
who is standing for reelection at this Meeting. Two of the
current Trustees, Messrs. Reilly and Wood, will cease to
serve as Trustees upon consummation of the Transfer provided
their successors have been elected as Trustees as proposed
herein.
Of the four nominees for Trustees, three are not "interested
persons," as such term is defined in the 1940 Act, of BFIMC,
BFA, Madison or their respective affiliates. The term of
each person elected as a Trustee will be until the next
meeting held for the purpose of electing Trustees and until
his successor is elected and qualified. The Declarations of
Trust of the Trusts do not provide for the annual election
of Trustees. However, in accordance with the 1940 Act, (i)
each Trust will hold a shareholders' meeting for the
election of Trustees if at any time less than a majority of
the Trustees holding office have been elected by
shareholders, or (ii) if, after filling a vacancy on the
Board of Trustees, less than two-thirds of the Trustees
holding office would have been elected by the shareholders,
that vacancy may only be filled by a vote of the
shareholders of the Trust.
Name, Address and (Age) Position and Business Experience
Frank E. Burgess (53)* President and Director
6411 Mineral Point of Madison Investment Advisors, Inc.,
Madison, WI 53705 the advisor to Bascom Hill Investors,
Inc., Bascom Hill BALANCED Fund, Inc.
and Madison Bond Fund, Inc.; Director
of such funds since their inception.
Prior to founding Madison Investment
Advisors, Inc. in 1973, he was Assistant
Vice President and Trust Officer of M&I
Bank of Madison, Wisconsin. He is a
member of the State Bar of Wisconsin.
James R. Imhoff, Jr. (52)Chairman and CEO of First Weber Group, Inc. of
429 Gammon Place Madison, WI, a residential real estate
Madison, WI 53719 company; Chairman of the Wisconsin Real
Estate Board of the Department of Regulation
and Licensing; Director to the University
of Wisconsin School of Business, Center for
Urban Land Economics Research; Director of
the Park Bank, Wisconsin; formerly President
of the Wisconsin Realtors Association and
the Greater Madison Board of Realtors and
Director of the National Association of
Realtors. An alumnus of the Marquette
University School of Business.
Thomas S. Kleppe (76) Private investor; formerly visiting
7100 Darby Road professor at the University of Wyoming,
Bethesda, MD 20817 Secretary of the U.S. Department of
the Interior, Administrator of the U.S.
Small Business Administration, U.S.
Congressman from North Dakota, Vice
President and Director of Dain, Kalman &
Quail, investment bankers, and President
of Gold Seal Co., manufacturers of household
cleaning products. Mr. Kleppe has served as
a Trustee of each Trust since its respective
inception.
Lorence D. Wheeler (58) President of Credit Union Benefits Services, Inc.,
PO Box 431 a provider of retirement plans and related
Madison, WI 53701 services for credit union employees nationwide.
Previously a shareholder of the law firm of
Bell, Metzner & Gierart, SC. Mr. Wheeler received
his law degree from the University of Wisconsin.
* If elected, Mr. Burgess will be considered an "interested
person" within the meaning of the 1940 Act as a result of
his ownership in and employment by Madison.
Each nominee has consented to being named in this Proxy
Statement and to serve, if elected, effective as of the
consummation of the Transfer. In the event that the
Transfer is not consummated, the current Trustees will
continue to serve on the Board of Trustees. Should one or
more nominees not be able to serve for any reason, the
persons named in the proxy will vote for the substitute or
substitutes, if any, designated by the Independent Trustees.
Should one or more nominees not be elected at the Meeting
(or any adjournments thereof) to the Board of one or more
Trusts, the current Trustees will continue to serve on such
Board until their successors are nominated and elected
pursuant to the provisions of the respective Declaration of
Trust.
Each Trust's respective Declaration of Trust provides that
the Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with
litigation in which they may be involved because of their
offices with the Trust, but that such indemnification will
not relieve any Trustee or officer of any liability to such
Trust or to a Fund or to the Trust's shareholders by reason
of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of
his office. The Funds, at their own expense, provide
liability insurance for the benefit of the Trustees and
officers of each Trust.
Messrs. Burgess, Imhoff and Wheeler currently serve on the
Boards of Directors of the three mutual funds advised by
Madison (see Part II, Information About BFIMC and Madison).
As of June 10, 1996, none of the nominees or persons
expected to be nominated as officers of the Trust if the
nominees listed above are elected Trustees of the Trust,
owned individually or as a group 1% or more of the
outstanding shares of any Trust or Fund.
Compensation of Trustees
The Trusts do not pay any direct remuneration to any officer
or Trustee who is an interested or affiliated person (as
those terms are defined by the 1940 Act) of a Trust. If the
nominees for election as Trustees of the Trust are elected
by the shareholders of the Funds and take office, each
Independent Trustee will be paid annual compensation of
$6,000 by Government Investors Trust, $4,000 each by GIT
Equity Trust and GIT Tax-Free Trust, and $1,000 by GIT
Income Trust. The annual compensation paid by GIT Income
Trust has been fixed at $4,000, but the Trustees have
stipulated that such compensation will be limited to $1,000
until such Trust's net assets exceed $25 million and limited
to $2,000 thereafter until such Trust's net assets exceed
$50 million.
The following table provides information regarding the
compensation paid by each Trust to the Independent Trustees
for their services to the Trust and its portfolios during
the year ended March 31, 1996:
Director Government Total from
Investors GIT Equity GIT Income GIT Tax-Free all GIT
Trust Trust Trust Trust Trusts
Thomas S. Kleppe $6,000 $4,000 $1,000 $4,000 $15,000
John D. Reilly $6,000 $4,000 $1,000 $4,000 $15,000
Smith T. Wood $6,000 $4,000 $1,000 $4,000 $15,000
The annual compensation to be paid by each Trust to the
Independent Trustees nominated in this Proxy Statement shall
be less than or equal to the compensation paid to the
Independent Trustees during the year ended March 31, 1996.
Messrs. Imhoff and Wheeler currently receive $1,000 annually
for their services to each of the three mutual funds advised
by Madison.
Recommendation of the Trustees
The Trustees recommend election of each nominee. The nominees
for Trustees for each of the Trusts, even if elected by shareholders,
will not take office unless the Transfer is consummated. If the
nominees for Trustees of each Trust are elected by the
shareholders of the Trusts and take office and the New
Advisory Agreements are approved by Fund shareholders, the
newly-elected Trustees will be requested to continue in
force Services Agreements between each Trust and BFA which
will replace the existing Services Agreement between each
Trust and BFIMC with identical Services Agreements. The
replacement of the Services Agreements is not required to be
approved by Trust shareholders.
The Trustees recommend election of each nominee.
IV. Ratification of Selection of Independent Public
Accountants
At their June 11, 1996 meeting, the Trust's current Trustees
selected Ernst & Young LLP as the independent public
accountants for Government Investors Trust, GIT Equity Trust
and GIT Income Trust and their respective Funds for the
fiscal year ending March 31, 1997, and for GIT Tax-Free
Trust and its respective Funds for the fiscal year ending
September 30, 1996, subject to shareholder ratification at
the Meeting. Ernst & Young LLP has acted as independent
public accountants with respect to Government Investors
Trust, GIT Equity Trust and GIT Income Trust since their
respective fiscal years ended March 31, 1986 and with
respect to GIT Tax-Free Trust since its fiscal year ended
September 30, 1985. Ernst & Young LLP has advised the
Trusts that it has no direct or indirect financial interest
in the Trusts. If a Trust receives a written request from
any shareholder at least five days prior to the Meeting
stating that the shareholder will be present in person at
the Meeting and desires to ask questions of the accountants
concerning any Fund's financial statements, the respective
Trust will arrange for a representative of Ernst & Young LLP
to be available at the Meeting to respond to appropriate
questions.
The Trustees recommend that the shareholders vote in favor
of the ratification of the selection of Ernst & Young LLP as
each Trust's respective independent public accountants.
V. Miscellaneous
Voting: Quorum
Each share of each Fund is entitled to one vote on each
matter submitted to a vote of the shareholders of their Fund
and each fractional share is entitled to a proportionate
fractional vote at the Meeting. No shares have cumulative
voting rights. Shares held by two or more persons (whether
as joint tenants, co-fiduciaries or otherwise) will be voted
as follows unless a written instrument or court order
providing to the contrary has been filed with the Secretary
of the appropriate Trust or Trusts: (1) if only one votes,
his or her vote will bind all; (2) if more than one votes,
the vote of the majority will bind all; and (3) if more than
one votes and the vote is evenly divided, the shares will be
voted in accordance with the determination of a majority of
such persons and any person appointed to act by a court of
competent jurisdiction, or in the absence of such
appointment, the vote will be cast proportionately.
Shares represented by duly appointed proxies in the form
included with this Proxy Statement will be voted for the
election of the persons named herein as nominees for
Trustees, unless such authority has been withheld. With
respect to the other matters specified in the accompanying
proxy, shares will be voted in accordance with the
specifications made. If no specification is made with
respect to a particular matter, shares will be voted in
accordance with the recommendation of the Trustees. Proxies
may be revoked at any time before they are voted by a
written revocation received by the Secretary of the
appropriate Trust, by properly executing a later-dated proxy
or by attending the Meeting and voting in person. The Funds
will request broker-dealer firms, custodians, nominees and
fiduciaries to forward proxy material to the beneficial
owners of the shares of record held by such persons. BFIMC
will reimburse such persons for their reasonable expenses
incurred in connection with such proxy solicitation if
requested by such persons. Votes cast by proxy or in person
will be counted by persons appointed by the Trusts to act as
proxies for the Meeting.
Approval of the proposals regarding the New Advisory
Agreements between each Trust, on behalf of each Fund, and
BFA requires, with respect to a Fund, the affirmative vote
of (1) 67% or more of the shares of the Fund present in
person at the Meeting or represented by proxy, if holders of
more than 50% of the shares of the Fund outstanding on the
Record Date are present, in person or by proxy, or (2) more
than 50% of the outstanding shares of the Fund on the Record
Date, whichever is less. Approval of the proposal regarding
election of the Trustee nominees listed herein for each respective
Trust requires the affirmative vote of a plurality of the shares of
each such Trust outstanding and entitled to vote at the Meeting,
present in person or represented by proxy.
A quorum for the transaction of business at the Meeting is
constituted with respect to a Fund (i.e., in connection with
Proposal 1, approval of New Advisory Agreements) by the
presence in person or by proxy of the holders of not less
than a majority of the outstanding shares of such Fund
entitled to vote at the Meeting. A quorum for the
transaction of business is constituted with respect to each
respective Trust (i.e., in connection with Proposals 2 and
3, Election of Trustees and Ratification of Selection of
Independent Public Accountants) by the presence in person or
by proxy of the holders of not less than one-fourth of the
outstanding shares (regardless of Fund) issued by such Trust
entitled to vote at the Meeting. If, by the time scheduled
for the Meeting, a quorum of shareholders of a Fund or, as
the case may be, the Trusts, is not present or if a quorum of
a Fund's (or, as the case may be, the Trust's) shareholders
is present but sufficient votes in favor of each of the
proposals described in this Proxy Statement are not
received, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further
solicitation of proxies from shareholders of the Fund which
has not received sufficient votes. Any such adjournment
will require the affirmative vote of a majority of the
shares of the Fund with respect to which the Meeting is
being adjourned or, as the case may be, shares of the Trust
present in person or represented by proxy at the session of
the Meeting to be adjourned. The persons named as proxies
will vote in favor of any such adjournment if they determine
that such adjournment and additional solicitation are
reasonable and in the interests of the Fund's or Trust's
shareholders. If such adjournment is for more than 120
days after the Record Date, the Fund or Trust as to which the
Meeting is being adjourned will give notice of the adjourned
Meeting to shareholders.
In tallying shareholder votes, abstentions and broker non-
votes (i.e., proxies sent in by brokers and other nominees
which cannot be voted on a proposal because instructions
have not been received from the beneficial owners) will be
counted for purposes of determining whether a quorum is
present for purposes of convening the Meeting. If a
proposal must be approved by (1) a percentage of voting
securities present at the Meeting, or (2) a majority of the
shares issued and outstanding (i.e., Proposal 1),
abstentions and broker non-votes will be considered to be
both present and issued and outstanding and, as a result,
will have the effect of being counted as votes against the
proposal.
If the accompanying form of proxy is properly executed and
returned in time to be voted at the Meeting, the shares
covered thereby will be voted in accordance with the
instructions marked thereon by the shareholder. Executed
proxies that are unmarked will be voted FOR each Proposal
submitted to a vote of the shareholders.
Solicitation of Proxies
The cost of the solicitation, including the cost of the
Meeting and the cost of printing, assembling and mailing the
proxy materials, will be borne by BFIMC.
Proxy solicitations will be made primarily by mail, but
proxy solicitations may also be made by telephone, telegraph
or personal solicitations conducted by officers and
employees of BFIMC. As the date of the Meeting approaches,
Shareholders who are contacted by telephone may be asked to
cast their vote by telephonic proxy. Such proxies will be
recorded in accordance with the procedures set forth below.
BFIMC believes these procedures are reasonably designed to
ensure that the identity of the shareholder casting the vote
is accurately determined and that the voting instructions of
the shareholder are accurately reflected. BFIMC understands
that under the applicable law of the Commonwealth of
Massachusetts, a Massachusetts court would find that there
is no Massachusetts law or Massachusetts public policy
against the acceptance of proxies signed by an orally-
authorized agent.
In all cases where a telephonic proxy is solicited, the
representative will ask you for your full name, address,
social security or employer identification number, title (if
you are authorized to act on behalf of an entity, such as a
corporation), and number of shares owned. If the
information solicited agrees with the information maintained
by the Funds, as transfer agents, the representative will
explain the process, read the proposals listed in the proxy
card and ask for your instructions on each proposal. The
representative, although he or she will answer questions
about the process, will not recommend to you how you should
vote, other than to read the recommendations set forth in
this Proxy Statement. Within 72 hours, you will receive a
letter to confirm your vote and providing you a toll-free
number to call immediately if your instructions are not
correctly reflected in the confirmation.
If you wish to participate in the Meeting and any
adjournments thereof, but do not wish to give your proxy by
telephone, you must submit the proxy card included with this
Proxy Statement or attend the Meeting in person. Any proxy
given by you, whether in writing or by telephone, is
revocable in the manner described above.
Voting Securities and Principal Holders
The only voting securities of each Fund are its shares of
beneficial interest, without par value. As of the Record
Date, the Trustees and officers of the Trust directly owned as a
group, less than 1% of the outstanding voting securities of
Government Investors Trust, GIT Tax-Free Money Market
Portfolio, GIT Tax-Free Arizona Portfolio, GIT Tax-Free
Maryland Portfolio, GIT Tax-Free Missouri Portfolio, GIT
Tax-Free Virginia Portfolio, GIT Tax-Free National
Portfolio, GIT Equity Equity Income Portfolio, GIT Equity
Select Growth Portfolio, GIT Equity Special Growth
Portfolio, GIT Income Government Portfolio and GIT Income
Maximum Portfolio and 7% of the outstanding voting
securities of GIT Equity Worldwide Growth Portfolio.
As of the Record Date, the following shareholders were known
to the Trusts to own beneficially 5% or more of the shares
of a Fund:
<TABLE>
<C> <C>
Government Investors Trust
None
GIT Tax-Free Trust
Tax-Free Arizona Portfolio
Charles Schwab & Co.........................................................6%
Special Custody Account for the Benefit of Customers
101 Montgomery Street, San Francisco, CA 94104-4122
Tax-Free Maryland Portfolio
Patricia M. McCauley........................................................8%
3600 Tarkington Lane, Silver Spring, MD 20906-1447
Tax-Free Missouri Portfolio
Blueridge & Co., c/o Trust Department, Blue Ridge Bank & Trust Co..........29%
100 Blue Ridge Tower, 4240 Blue Ridge Blvd., Kansas City, MO 64133-1713
Tax-Free Virginia Portfolio
None
Tax-Free National Portfolio
None
Tax-Free Money Market Portfolio
Katharine L. Norris........................................................5%
4637 Randolph Drive, Annandale, VA 22003-6219
Stanley or Catherine Schaub................................................5%
1924 Gaither Street, Temple Hills, MD 20748-5639
Irene Johnson, Trustee for Vincent H. Walker Revocable Trust...............5%
9908 Julliard Drive, Bethesda, MD 20817-1740
GIT Equity Trust
Equity Income Portfolio
Wenonah Development Company................................................6%
Suite #2, 1745 Merrick Avenue, Merrick, NY 11566-2700
Select Growth Portfolio
FirstCinco, Trustee for the benefit of BFIMC 401(k) Plan. .................7%
P.O. Box 1118, ML 6120, Cincinnati, OH 45201-1118
Wenonah Development Company................................................7%
Suite #2, 1745 Merrick Avenue, Merrick, NY 11566-2700
Special Growth Portfolio
Charles Schwab & Co........................................................6%
Special Custody Account for the Benefit of Customers
101 Montgomery Street, San Francisco, CA 94104-4122
Worldwide Growth Portfolio
BFIMC......................................................................6%
1655 Ft. Myer Drive, Arlington, VA 22209-3108
Wenonah Development Company................................................8%
Suite #2, 1745 Merrick Avenue, Merrick, NY 11566-2700
GIT Income Trust
Government Portfolio
FirstCinco, Trustee for the benefit of BFIMC Money Purchase Pension Plan...7%
P.O. Box 1118, ML 6120, Cincinnati, OH 45201-1118
Maximum Income Portfolio
None
</TABLE>
VI. Other Business
The Boards of Trustees know of no other business to be
brought before the Meeting.
VII. Next Meeting of Shareholders
The Trusts are not required and do not intend to hold annual
or other periodic meetings of shareholders except as
required by the 1940 Act. The next meeting of the
shareholders of any Trust will be held at such time as the
Board of Trustees may determine or at such time as may be
legally required. Any shareholder proposal intended to be
presented at such meeting must be received by the respective
Trust at its office a reasonable time prior to the meeting,
as determined by the Board of Trustees, to be included in a
Fund's proxy statement and form of proxy relating to such
meeting, and must satisfy all other legal requirements.
Each Trust's principal offices are expected to remain at
1655 Ft. Myer Drive, Suite 1000, Arlington, Virginia 22209.
Please complete, date and sign the enclosed proxy card and
return it promptly in the enclosed envelope.
<PAGE>
Exhibit A
Form of New Advisory Agreements
Government Investors Trust
Investment Advisory Agreement
This Agreement is made by and between BANKERS FINANCE
ADVISORS, LLC, a Wisconsin limited liability company having
its principal place of business in Arlington, Virginia (the
"Advisor"), and GOVERNMENT INVESTORS TRUST, a Massachusetts
business trust created pursuant to a Declaration of Trust
filed with the Clerk of the City of Boston, Massachusetts
(the "Trust").
The parties hereto, intending so to be legally bound,
agree with each other as follows:
1. Appointment and Acceptance. The Trust hereby
appoints the Advisor to manage the investment of its assets
and to administer its affairs; and the Advisor hereby
accepts such appointment. The Advisor shall employ its best
efforts to supervise the investment management of the Trust.
2. Discretion of the Advisor. In the performance of
its duties hereunder the Advisor shall have full authority
to act as it deems advisable, except that it shall be bound
by the terms of the Declaration of Trust and By-Laws of the
Trust, and by any written direction given by the Trustees of
the Trust not inconsistent with this Agreement; and it shall
be guided by the investment policies of the Trust from time
to time duly in effect. Subject only to the foregoing, the
Advisor shall have full authority to purchase and sell
securities for the Trust; the Advisor may determine the
persons with whom such securities transactions are to be
made and the terms thereof.
3. Other Activities of the Advisor. The Advisor and
any of its affiliates shall be free to engage in any other
lawful activity, including the rendering to others of
services similar to those rendered to the Trust hereunder;
and the Advisor or any interested person thereof shall be
free to invest in the Trust as a shareholder, to become an
officer or Trustee of the Trust if properly elected, or to
enter into any other relationship with the Trust approved by
the Trustees and in accordance with law.
The Advisor agrees that it will not deal with itself or
with any affiliated person or promoter or principal
underwriter of the Trust (or any affiliated person of the
foregoing) acting as a principal, in effecting securities
transactions for the account of the Trust. It is further
agreed that in effecting any such transaction with such a
person acting as a broker or agent, compensation to such
person shall be permitted, provided that the transaction is
in the ordinary course of such person's business and the
amount of such compensation does not exceed one percent of
the purchase or sale price of the securities involved.
If the Advisor or any affiliate thereof provides any
other goods or services which otherwise would be paid for by
the Trust pursuant to this Agreement, then the Trust shall
pay the Advisor or such affiliate the cost reasonably
allocated by the Advisor or affiliate to such goods or
services.
4. Investment by Advisor. The Advisor shall not take,
and shall not permit any of its shareholders, officers,
directors or employees to take long or short positions in
the shares of the Trust, except for the purchase of shares
of the Trust for investment purposes at the same price as
that available to the public at the time of purchase, or in
connection with the original capitalization of the Trust.
In connection with purchases or sales of portfolio
securities for the account of the Trust neither the Advisor
nor any officer, director or employee of the Advisor shall
act as a principal or receive any commission therefor.
5. Expenses of the Trust. The Trust shall pay all of
its expenses not expressly assumed by the Advisor herein.
Without limitation, the expenses of the Trust, assumed by
the Trust hereby, shall include the following:
a. Expenses related to the continued existence of the
Trust.
b. Fees and expenses of the Trustees (except those
affiliated with the Advisor), the officers and the
administrative employees of the Trust.
c. Fees paid to the Advisor hereunder.
d. Fees and expenses of preparing, printing and
distributing official filings, reports, prospectuses
and documents required pursuant to applicable state and
Federal securities law and expenses of reports to shareholders.
e. Fees and expenses of custodians, transfer agents,
dividend disbursing agents, shareholder servicing agents,
registrars, and similar agents.
f. Expenses related to the issuance, registration,
repurchase, exchange and redemption of shares and
certificates representing shares.
g. Auditing, accounting, legal, insurance, portfolio
administration, association membership, printing, postage,
and other administrative expenses.
h. Expenses relating to qualification or licensing of
the Trust, shares in the Trust, or
officers, employees and agents of the Trust under applicable
state and Federal securities
law.
i. Expenses related to shareholder meetings and proxy
solicitations and materials.
j. Interest expense, taxes and franchise fees, and all
brokerage commissions and other
costs related to purchase and sales of portfolio securities.
In addition, the Trust shall assume all losses and
liabilities incurred in the administration to the Trust and
of its investment portfolio; and it shall pay such non-
recurring expenses as may arise through litigation,
administrative proceedings, claims against the Trust, the
indemnification of Trustees, officers, employees,
shareholders and agents, or otherwise.
6. Compensation to the Advisor. For its services
hereunder, the Trust shall pay to the Advisor a management
fee equal to: one-half (1/2) percent per annum of the
average daily net assets of the Trust during each respective
month. Such fee shall be payable monthly as of the last day
of the month and shall be the sum of the daily fees
calculated as one-three hundred sixty-fifth (1/365), except
in leap years one-three hundred sixty-sixth (1/366), of the
annual fee based upon each portfolio's net assets calculated
for the day.
With respect to any portfolio of the Trust subsequently
authorized by the Trustees, the management fee provided
herein may be revised upward or downward by mutual agreement
between the parties at the time the additional portfolio is
authorized, provided such revision is approved by the
Trustees, including the vote of a majority of those Trustees
who are not interested persons of the Trust, cast in person
at a meeting called for that purpose. The Advisor shall
have the right to waive any portion of its management fee
during any period, and it may permanently reduce the amount
of the fee under such terms as it may determine by written
notice thereof to the Trust. The Advisor shall have the
right to share its management fee with others or make
payments out of its management fee to others, as it solely
determines.
7. Limitation of Expenses of the Trust. In addition
to investment management expenses related to the Trust, the
Advisor shall pay the fees and expenses of any Trustees and
officers of the Trust affiliated with the Advisor, all
promotional expenses of the Trust to the extent not paid for
by the Trust pursuant to a Plan of Distribution, the rent
expense of the Trust's principal executive office premises,
and the expenses of formation of the Trust.
The Advisor shall further reimburse the Trust for all
of its expenses, excluding securities transaction
commissions and expenses, taxes, interest, and extra-
ordinary and non-recurring expenses, which exceed during any
fiscal year one and one-half percent (1-1/2%) of the Trust's
daily average net assets up to $40,000,000 and one percent
(1%) of the amount, if any, by which such assets exceed
$40,000,000. Any such required reimbursement shall be made
within a reasonable period following the close of the fiscal
year to which it relates; and the Advisor may elect to pay
all or a portion of any such reimbursement it anticipates
will be required at any time or from time to time during the
fiscal year to which the reimbursement relates.
8. Limitation of Advisor's Liability. The Advisor
shall not be liable for any loss incurred in connection with
its duties hereunder, nor for any action taken, suffered or
omitted and believed by it to be advisable or within the
scope of its authority or discretion, except for acts or
omissions involving willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties assumed by it
under this Agreement.
9. Limitation of Trust's Liability. The Advisor
acknowledges that it has received notice of and accepts the
limitations upon the Trust's liability set forth in its
Declaration of Trust. The Advisor agrees that the Trust's
obligations hereunder in any case shall be limited to the
Trust and to its assets and that the Advisor shall not seek
satisfaction of any such obligation from the shareholders of
the Trust nor from any Trustee, officer, employee or agent
of the Trust.
10. Term of Agreement. This Agreement shall continue
in effect for two years from the date of its execution; and
it shall continue in force thereafter (but subject to the
termination provisions below), provided that it is
specifically approved at least annually by the Trustees of
the Trust or by a majority vote of the outstanding
securities of each series and class of the Trust's shares
with respect to which it is to continue in effect, and in
either case by the vote of a majority of the Trustees who
are not interested persons of the Trust, cast in person at a
meeting called for that purpose.
11. Termination by Notice. Notwithstanding any
provision of this Agreement, it may be terminated at any
time, without penalty, by the Trustees of the Trust or, with
respect to any series or class of the Trust's shares, by the
vote of a majority of the outstanding voting securities of
such series or class, or by the Advisor, upon sixty days
written notice to the other party.
12. Termination Upon Assignment. This Agreement may
not be assigned by the Adviser and shall automatically
terminate immediately upon any assignment. Nothing herein
shall prevent the Advisor from employing any other persons
or agents, including Madison Investment Advisors, Inc., at
its own expense, to assist it in the performance of its
duties hereunder.
13. Name of the Trust. In consideration of its
formation of the Trust and the related expenses, the Advisor
has retained the rights to the name "Government Investors
Trust" (and any similar name), which rights the Trust hereby
acknowledges. The Trust, however, shall have the exclusive
right to the use of the name "Government Investors Trust"
(although its rights to the initials "GIT" of such name
shall be non-exclusive) so long as this contract shall
remain in force, except that the Advisor may withdraw such
rights from the Trust at any time, effective immediately or
at a time specified, upon written notice to the Trust. In
the event of such notice, the Trust agrees that it will
cause the question of continuation of this Agreement to be
put to a vote of the shareholders of the Trust as soon as
practicable after such notice has been given.
14. Use of Terms. The terms "affiliated person",
"interested person", "assignment", "broker", and "majority
of the outstanding voting securities" as used herein, shall
have the same meanings as in the Investment Company Act of
1940 and any applicable regulations thereunder.
15. Control of Advisor. Bankers Finance Advisors, LLC
is controlled by Madison Investment Advisors, Inc. a
registered investment advisor located in Madison, Wisconsin.
As such, it is expected that Bankers Finance Advisors, LLC
and Madison Investment Advisors, Inc. will work closely
together in the management of the portfolios including but
not limited to portfolio management, research, securities
trading, and other investment management responsibilities.
GIT Tax-Free Trust
Investment Advisory Agreement
This Agreement is made by and between BANKERS FINANCE
ADVISORS, LLC, a Wisconsin limited liability company having
its principal place of business in Arlington, Virginia (the
"Advisor"), and GIT TAX-FREE TRUST, a Massachusetts business
trust created pursuant to a Declaration of Trust filed with
the Clerk of the City of Boston, Massachusetts (the
"Trust").
The parties hereto, intending so to be legally bound,
agree with each other as follows:
1. Appointment and Acceptance. The Trust hereby
appoints the Advisor to manage the investment of its assets
and to administer its affairs; and the Advisor hereby
accepts such appointment. The Advisor shall employ its best
efforts to supervise the investment management of the Trust.
2. Discretion of the Advisor. In the performance of
its duties hereunder the Advisor shall have full authority
to act as it deems advisable, except that it shall be bound
by the terms of the Declaration of Trust and By-Laws of the
Trust, and by any written direction given by the Trustees of
the Trust not inconsistent with this Agreement; and it shall
be guided by the investment policies of the Trust from time
to time duly in effect. Subject only to the foregoing, the
Advisor shall have full authority to purchase and sell
securities for the Trust; the Advisor may determine the
persons with whom such securities transactions are to be
made and the terms thereof.
3. Other Activities of the Advisor. The Advisor and
any of its affiliates shall be free to engage in any other
lawful activity, including the rendering to others of
services similar to those rendered to the Trust hereunder;
and the Advisor or any interested person thereof shall be
free to invest in the Trust as a shareholder, to become an
officer or Trustee of the Trust if properly elected, or to
enter into any other relationship with the Trust approved by
the Trustees and in accordance with law.
The Advisor agrees that it will not deal with itself or
with any affiliated person or promoter or principal
underwriter of the Trust (or any affiliated person of the
foregoing) acting as a principal, in effecting securities
transactions for the account of the Trust. It is further
agreed that in effecting any such transaction with such a
person acting as a broker or agent, compensation to such
person shall be permitted, provided that the transaction is
in the ordinary course of such person's business and the
amount of such compensation does not exceed one percent of
the purchase or sale price of the securities involved.
If the Advisor or any affiliate thereof provides any
other goods or services which otherwise would be paid for by
the Trust pursuant to this Agreement, then the Trust shall
pay the Advisor or such affiliate the cost reasonably
allocated by the Advisor or affiliate to such goods or
services.
4. Investment by Advisor. The Advisor shall not take,
and shall not permit any of its shareholders, officers,
directors or employees to take long or short positions in
the shares of the Trust, except for the purchase of shares
of the Trust for investment purposes at the same price as
that available to the public at the time of purchase, or in
connection with the original capitalization of the Trust.
In connection with purchases or sales of portfolio
securities for the account of the Trust neither the Advisor
nor any officer, director or employee of the Advisor shall
act as a principal or receive any commission therefor.
5. Expenses of the Trust. The Trust shall pay all of
its expenses not expressly assumed by the Advisor herein.
Without limitation, the expenses of the Trust, assumed by
the Trust hereby, shall include the following:
a. Expenses related to the continued existence of the
Trust.
b. Fees and expenses of the Trustees (except those
affiliated with the Advisor), the officers and the
administrative employees of the Trust.
c. Fees paid to the Advisor hereunder.
d. Fees and expenses of preparing, printing and
distributing official filings, reports, prospectuses
and documents required pursuant to applicable state and
Federal securities law and expenses of reports to shareholders.
e. Fees and expenses of custodians, transfer agents,
dividend disbursing agents, shareholder servicing agents,
registrars, and similar agents.
f. Expenses related to the issuance, registration,
repurchase, exchange and redemption of shares and
certificates representing shares.
g. Auditing, accounting, legal, insurance, portfolio
administration, association membership, printing, postage,
and other administrative expenses.
h. Expenses relating to qualification or licensing of
the Trust, shares in the Trust, or officers, employees and agents
of the Trust under applicable state and Federal securities
law.
i. Expenses related to shareholder meetings and proxy
solicitations and materials.
j. Interest expense, taxes and franchise fees, and all
brokerage commissions and other costs related to purchase and
sales of portfolio securities.
In addition, the Trust shall assume all losses and
liabilities incurred in the administration to the Trust and
of its investment portfolio; and it shall pay such non-
recurring expenses as may arise through litigation,
administrative proceedings, claims against the Trust, the
indemnification of Trustees, officers, employees,
shareholders and agents, or otherwise.
6. Compensation to the Advisor. For its services
hereunder, the Trust shall pay to the Advisor a management
fee equal to: one-half (1/2) percent per annum of the
average daily net assets of any portfolio of the Trust
having an investment policy limiting portfolio investments
to debt securities with maturities (however defined for
purposes of the investment policy) of 13 months or less;
plus, five-eighths (5/8) percent per annum of the average
daily net assets of any other portfolio of the Trust. As of
the execution of this agreement the management fee payable
hereunder with respect to the Tax-Free Money Market Fund
Shares will be one-half percent per annum, and with respect
to the Tax-Free National Fund Shares, Tax-Free Arizona Fund
Shares, Tax-Free Maryland Fund Shares, Tax-Free Missouri
Fund Shares and Tax-Free Virginia Fund Shares shall be five-
eighths percent per annum, of the average daily net assets
of the corresponding portfolio. Such fee shall be payable
monthly as of the last day of the month and shall be the sum
of the daily fees calculated as one-three hundred sixty-
fifth (1/365), except in leap years one-three hundred sixty-
sixth (1/366), of the annual fee based upon each portfolio's
net assets calculated for the day.
With respect to any portfolio of the Trust subsequently
authorized by the Trustees, the management fee provided
herein may be revised upward or downward by mutual agreement
between the parties at the time the additional portfolio is
authorized, provided such revision is approved by the
Trustees, including the vote of a majority of those Trustees
who are not interested persons of the Trust, cast in person
at a meeting called for that purpose. The Advisor shall
have the right to waive any portion of its management fee
during any period, and it may permanently reduce the amount
of the fee under such terms as it may determine by written
notice thereof to the Trust. The Advisor shall have the
right to share its management fee with others or make
payments out of its management fee to others, as it solely
determines.
7. Limitation of Expenses of the Trust. In addition
to investment management expenses related to the Trust, the
Advisor shall pay the fees and expenses of any Trustees and
officers of the Trust affiliated with the Advisor, all
promotional expenses of the Trust to the extent not paid for
by the Trust pursuant to a Plan of Distribution, the rent
expense of the Trust's principal executive office premises,
and the expenses of formation of the Trust.
The Advisor shall further reimburse the Trust for all
of its expenses, excluding securities transaction
commissions and expenses, taxes, interest, share
distribution expenses, and extra-ordinary and non-recurring
expenses, which exceed during any fiscal year the applicable
expense limitation in any State or other jurisdiction in
which the Trust, during the fiscal year, becomes subject to
regulation by qualification or sale of its shares. Any such
required reimbursement shall be made within a reasonable
period following the close of the fiscal year to which it
relates; and the Advisor may elect to pay all or a portion
of any such reimbursement it anticipates will be required at
any time or from time to time during the fiscal year to
which the reimbursement relates.
8. Limitation of Advisor's Liability. The Advisor
shall not be liable for any loss incurred in connection with
its duties hereunder, nor for any action taken, suffered or
omitted and believed by it to be advisable or within the
scope of its authority or discretion, except for acts or
omissions involving willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties assumed by it
under this Agreement.
9. Limitation of Trust's Liability. The Advisor
acknowledges that it has received notice of and accepts the
limitations upon the Trust's liability set forth in its
Declaration of Trust. The Advisor agrees that the Trust's
obligations hereunder in any case shall be limited to the
Trust and to its assets and that the Advisor shall not seek
satisfaction of any such obligation from the shareholders of
the Trust nor from any Trustee, officer, employee or agent
of the Trust.
10. Term of Agreement. This Agreement shall continue
in effect for two years from the date of its execution; and
it shall continue in force thereafter (but subject to the
termination provisions below), provided that it is
specifically approved at least annually by the Trustees of
the Trust or by a majority vote of the outstanding
securities of each series and class of the Trust's shares
with respect to which it is to continue in effect, and in
either case by the vote of a majority of the Trustees who
are not interested persons of the Trust, cast in person at a
meeting called for that purpose.
11. Termination by Notice. Notwithstanding any
provision of this Agreement, it may be terminated at any
time, without penalty, by the Trustees of the Trust or, with
respect to any series or class of the Trust's shares, by the
vote of a majority of the outstanding voting securities of
such series or class, or by the Advisor, upon sixty days
written notice to the other party.
12. Termination Upon Assignment. This Agreement may
not be assigned by the Adviser and shall automatically
terminate immediately upon any assignment. Nothing herein
shall prevent the Advisor from employing any other persons
or agents, including Madison Investment Advisors, Inc., at
its own expense, to assist it in the performance of its
duties hereunder.
13. Name of the Trust. In consideration of its
formation of the Trust and the related expenses, the Advisor
has retained the rights to the name "GIT Tax-Free Trust"
(and any similar name), which rights the Trust hereby
acknowledges. The Trust, however, shall have the exclusive
right to the use of the name "GIT Tax-Free Trust" (although
its rights to the "GIT" portion of such name shall be non-
exclusive) so long as this contract shall remain in force,
except that the Advisor may withdraw such rights from the
Trust at any time, effective immediately or at a time
specified, upon written notice to the Trust. In the event
of such notice, the Trust agrees that it will cause the
question of continuation of this Agreement to be put to a
vote of the shareholders of the Trust as soon as practicable
after such notice has been given.
14. Use of Terms. The terms "affiliated person",
"interested person", "assignment", "broker", and "majority
of the outstanding voting securities" as used herein, shall
have the same meanings as in the Investment Company Act of
1940 and any applicable regulations thereunder.
15. Control of Advisor. Bankers Finance Advisors, LLC
is controlled by Madison Investment Advisors, Inc. a
registered investment advisor located in Madison, Wisconsin.
As such, it is expected that Bankers Finance Advisors, LLC
and Madison Investment Advisors, Inc. will work closely
together in the management of the portfolios including but
not limited to portfolio management, research, securities
trading, and other investment management responsibilities.
GIT Equity Trust
Investment Advisory Agreement
This Agreement is made by and between BANKERS FINANCE
ADVISORS, LLC, a Wisconsin limited liability company having
its principal place of business in Arlington, Virginia (the
"Advisor"), and GIT EQUITY TRUST, a Massachusetts business
trust created pursuant to a Declaration of Trust filed with
the Clerk of the City of Boston, Massachusetts (the
"Trust").
The parties hereto, intending so to be legally bound,
agree with each other as follows:
1. Appointment and Acceptance. The Trust hereby
appoints the Advisor to manage the investment of its assets
and to administer its affairs; and the Advisor hereby
accepts such appointment. The Advisor shall employ its best
efforts to supervise the investment management of the Trust.
2. Discretion of the Advisor. In the performance of
its duties hereunder the Advisor shall have full authority
to act as it deems advisable, except that it shall be bound
by the terms of the Declaration of Trust and By-Laws of the
Trust, and by any written direction given by the Trustees of
the Trust not inconsistent with this Agreement; and it shall
be guided by the investment policies of the Trust from time
to time duly in effect. Subject only to the foregoing, the
Advisor shall have full authority to purchase and sell
securities for the Trust; the Advisor may determine the
persons with whom such securities transactions are to be
made and the terms thereof.
3. Other Activities of the Advisor. The Advisor and
any of its affiliates shall be free to engage in any other
lawful activity, including the rendering to others of
services similar to those rendered to the Trust hereunder;
and the Advisor or any interested person thereof shall be
free to invest in the Trust as a shareholder, to become an
officer or Trustee of the Trust if properly elected, or to
enter into any other relationship with the Trust approved by
the Trustees and in accordance with law.
The Advisor agrees that it will not deal with itself or
with any affiliated person or promoter or principal
underwriter of the Trust (or any affiliated person of the
foregoing) acting as a principal, in effecting securities
transactions for the account of the Trust. It is further
agreed that in effecting any such transaction with such a
person acting as a broker or agent, compensation to such
person shall be permitted, provided that the transaction is
in the ordinary course of such person's business and the
amount of such compensation does not exceed one percent of
the purchase or sale price of the securities involved.
If the Advisor or any affiliate thereof provides any
other goods or services which otherwise would be paid for by
the Trust pursuant to this Agreement, then the Trust shall
pay the Advisor or such affiliate the cost reasonably
allocated by the Advisor or affiliate to such goods or
services.
4. Investment by Advisor. The Advisor shall not take,
and shall not permit any of its shareholders, officers,
directors or employees to take long or short positions in
the shares of the Trust, except for the purchase of shares
of the Trust for investment purposes at the same price as
that available to the public at the time of purchase, or in
connection with the original capitalization of the Trust.
In connection with purchases or sales of portfolio
securities for the account of the Trust neither the Advisor
nor any officer, director or employee of the Advisor shall
act as a principal or receive any commission therefor.
5. Expenses of the Trust. The Trust shall pay all of
its expenses not expressly assumed by the Advisor herein.
Without limitation, the expenses of the Trust, assumed by
the Trust hereby, shall include the following:
a. Expenses related to the continued existence of the
Trust.
b. Fees and expenses of the Trustees (except those
affiliated with the Advisor), the officers and the
administrative employees of the Trust.
c. Fees paid to the Advisor hereunder.
d. Fees and expenses of preparing, printing and
distributing official filings, reports, prospectuses
and documents required pursuant to applicable state and
Federal securities law and expenses of reports to shareholders.
e. Fees and expenses of custodians, transfer agents,
dividend disbursing agents, shareholder servicing agents,
registrars, and similar agents.
f. Expenses related to the issuance, registration,
repurchase, exchange and redemption of shares and
certificates representing shares.
g. Auditing, accounting, legal, insurance, portfolio
administration, association membership, printing, postage,
and other administrative expenses.
h. Expenses relating to qualification or licensing of
the Trust, shares in the Trust, or officers, employees and agents
of the Trust under applicable state and Federal securities
law.
i. Expenses related to shareholder meetings and proxy
solicitations and materials.
j. Interest expense, taxes and franchise fees, and all
brokerage commissions and other costs related to purchase and
sales of portfolio securities.
In addition, the Trust shall assume all losses and
liabilities incurred in the administration to the Trust and
of its investment portfolio; and it shall pay such non-
recurring expenses as may arise through litigation,
administrative proceedings, claims against the Trust, the
indemnification of Trustees, officers, employees,
shareholders and agents, or otherwise.
6. Compensation to the Advisor. For its services
hereunder, the Trust shall pay to the Adviser a management
fee equal to three-quarters (3/4) percent per annum of the
average daily net assets of the portfolios comprising the
Special Growth Fund series of shares, Select Growth
Fund series of shares and the Equity Income
Fund series of shares and a management fee equal to one (1)
percent per annum of the average daily net assets of the
portfolio comprising the Worldwide Growth Fund series of
shares. Such fee shall be payable quarterly as of the last
day of the month and shall be the sum of the daily fees
calculated as one-three hundred sixty-fifth (1/365), except
in leap years one-three hundred sixty-sixth (1/366), of the
annual fee based upon each portfolio's net assets calculated
for the day.
With respect to any portfolio of the Trust subsequently
authorized by the Trustees, the management fee provided
herein may be revised upward or downward by mutual agreement
between the parties at the time the additional portfolio is
authorized, provided such revision is approved by the
Trustees, including the vote of a majority of those Trustees
who are not interested persons of the Trust, cast in person
at a meeting called for that purpose. The Advisor shall
have the right to waive any portion of its management fee
during any period, and it may permanently reduce the amount
of the fee under such terms as it may determine by written
notice thereof to the Trust. The Advisor shall have the
right to share its management fee with others or make
payments out of its management fee to others, as it solely
determines.
7. Limitation of Expenses of the Trust. In addition
to investment management expenses related to the Trust, the
Advisor shall pay the fees and expenses of any Trustees and
officers of the Trust affiliated with the Advisor, all
promotional expenses of the Trust to the extent not paid for
by the Trust pursuant to a Plan of Distribution, the rent
expense of the Trust's principal executive office premises,
and the expenses of formation of the Trust.
The Advisor shall further reimburse the Trust for all
of its expenses, excluding securities transaction
commissions and expenses, taxes, interest, share
distribution expenses, and extra-ordinary and non-recurring
expenses, which exceed during any fiscal year the applicable
expense limitation in any State or other jurisdiction in
which the Trust, during the fiscal year, becomes subject to
regulation by qualification or sale of its shares. Any such
required reimbursement shall be made within a reasonable
period following the close of the fiscal year to which it
relates; and the Advisor may elect to pay all or a portion
of any such reimbursement it anticipates will be required at
any time or from time to time during the fiscal year to
which the reimbursement relates.
8. Limitation of Advisor's Liability. The Advisor
shall not be liable for any loss incurred in connection with
its duties hereunder, nor for any action taken, suffered or
omitted and believed by it to be advisable or within the
scope of its authority or discretion, except for acts or
omissions involving willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties assumed by it
under this Agreement.
9. Limitation of Trust's Liability. The Advisor
acknowledges that it has received notice of and accepts the
limitations upon the Trust's liability set forth in its
Declaration of Trust. The Advisor agrees that the Trust's
obligations hereunder in any case shall be limited to the
Trust and to its assets and that the Advisor shall not seek
satisfaction of any such obligation from the shareholders of
the Trust nor from any Trustee, officer, employee or agent
of the Trust.
10. Term of Agreement. This Agreement shall continue
in effect for two years from the date of its execution; and
it shall continue in force thereafter (but subject to the
termination provisions below), provided that it is
specifically approved at least annually by the Trustees of
the Trust or by a majority vote of the outstanding
securities of each series and class of the Trust's shares
with respect to which it is to continue in effect, and in
either case by the vote of a majority of the Trustees who
are not interested persons of the Trust, cast in person at a
meeting called for that purpose.
11. Termination by Notice. Notwithstanding any
provision of this Agreement, it may be terminated at any
time, without penalty, by the Trustees of the Trust or, with
respect to any series or class of the Trust's shares, by the
vote of a majority of the outstanding voting securities of
such series or class, or by the Advisor, upon sixty days
written notice to the other party.
12. Termination Upon Assignment. This Agreement may
not be assigned by the Adviser and shall automatically
terminate immediately upon any assignment. Nothing herein
shall prevent the Advisor from employing any other persons
or agents, including Madison Investment Advisors, Inc., at
its own expense, to assist it in the performance of its
duties hereunder.
13. Name of the Trust. In consideration of its
formation of the Trust and the related expenses, the Advisor
has retained the rights to the name "GIT Equity Trust" (and
any similar name), which rights the Trust hereby
acknowledges. The Trust, however, shall have the exclusive
right to the use of the name "GIT Equity Trust" (although
its rights to the "GIT" portion of such name shall be non-
exclusive) so long as this contract shall remain in force,
except that the Advisor may withdraw such rights from the
Trust at any time, effective immediately or at a time
specified, upon written notice to the Trust. In the event
of such notice, the Trust agrees that it will cause the
question of continuation of this Agreement to be put to a
vote of the shareholders of the Trust as soon as practicable
after such notice has been given.
14. Use of Terms. The terms "affiliated person",
"interested person", "assignment", "broker", and "majority
of the outstanding voting securities" as used herein, shall
have the same meanings as in the Investment Company Act of
1940 and any applicable regulations thereunder.
15. Control of Advisor. Bankers Finance Advisors, LLC
is controlled by Madison Investment Advisors, Inc. a
registered investment advisor located in Madison, Wisconsin.
As such, it is expected that Bankers Finance Advisors, LLC
and Madison Investment Advisors, Inc. will work closely
together in the management of the portfolios including but
not limited to portfolio management, research, securities
trading, and other investment management responsibilities.
<PAGE>
GIT Income Trust
Investment Advisory Agreement
This Agreement is made by and between BANKERS FINANCE
ADVISORS, LLC, a Wisconsin limited liability company having
its principal place of business in Arlington, Virginia (the
"Advisor"), and GIT INCOME TRUST, a Massachusetts business
trust created pursuant to a Declaration of Trust filed with
the Clerk of the City of Boston, Massachusetts (the
"Trust").
The parties hereto, intending so to be legally bound,
agree with each other as follows:
1. Appointment and Acceptance. The Trust hereby
appoints the Advisor to manage the investment of its assets
and to administer its affairs; and the Advisor hereby
accepts such appointment. The Advisor shall employ its best
efforts to supervise the investment management of the Trust.
2. Discretion of the Advisor. In the performance of
its duties hereunder the Advisor shall have full authority
to act as it deems advisable, except that it shall be bound
by the terms of the Declaration of Trust and By-Laws of the
Trust, and by any written direction given by the Trustees of
the Trust not inconsistent with this Agreement; and it shall
be guided by the investment policies of the Trust from time
to time duly in effect. Subject only to the foregoing, the
Advisor shall have full authority to purchase and sell
securities for the Trust; the Advisor may determine the
persons with whom such securities transactions are to be
made and the terms thereof.
3. Other Activities of the Advisor. The Advisor and
any of its affiliates shall be free to engage in any other
lawful activity, including the rendering to others of
services similar to those rendered to the Trust hereunder;
and the Advisor or any interested person thereof shall be
free to invest in the Trust as a shareholder, to become an
officer or Trustee of the Trust if properly elected, or to
enter into any other relationship with the Trust approved by
the Trustees and in accordance with law.
The Advisor agrees that it will not deal with itself or
with any affiliated person or promoter or principal
underwriter of the Trust (or any affiliated person of the
foregoing) acting as a principal, in effecting securities
transactions for the account of the Trust. It is further
agreed that in effecting any such transaction with such a
person acting as a broker or agent, compensation to such
person shall be permitted, provided that the transaction is
in the ordinary course of such person's business and the
amount of such compensation does not exceed one percent of
the purchase or sale price of the securities involved.
If the Advisor or any affiliate thereof provides any
other goods or services which otherwise would be paid for by
the Trust pursuant to this Agreement, then the Trust shall
pay the Advisor or such affiliate the cost reasonably
allocated by the Advisor or affiliate to such goods or
services.
4. Investment by Advisor. The Advisor shall not take,
and shall not permit any of its shareholders, officers,
directors or employees to take long or short positions in
the shares of the Trust, except for the purchase of shares
of the Trust for investment purposes at the same price as
that available to the public at the time of purchase, or in
connection with the original capitalization of the Trust.
In connection with purchases or sales of portfolio
securities for the account of the Trust neither the Advisor
nor any officer, director or employee of the Advisor shall
act as a principal or receive any commission therefor.
5. Expenses of the Trust. The Trust shall pay all of
its expenses not expressly assumed by the Advisor herein.
Without limitation, the expenses of the Trust, assumed by
the Trust hereby, shall include the following:
a. Expenses related to the continued existence of the
Trust.
b. Fees and expenses of the Trustees (except those
affiliated with the Advisor), the officers and the
administrative employees of the Trust.
c. Fees paid to the Advisor hereunder.
d. Fees and expenses of preparing, printing and
distributing official filings, reports, prospectuses
and documents required pursuant to applicable state and
Federal securities
law and expenses of reports to shareholders.
e. Fees and expenses of custodians, transfer agents,
dividend disbursing agents, shareholder servicing agents,
registrars, and similar agents.
f. Expenses related to the issuance, registration,
repurchase, exchange and redemption of shares and
certificates representing shares.
g. Auditing, accounting, legal, insurance, portfolio
administration, association membership, printing, postage,
and other administrative expenses.
h. Expenses relating to qualification or licensing of
the Trust, shares in the Trust, or
officers, employees and agents of the Trust under
applicable state and Federal securities
law.
i. Expenses related to shareholder meetings and proxy
solicitations and materials.
j. Interest expense, taxes and franchise fees, and all
brokerage commissions and other
costs related to purchase and sales of portfolio
securities.
In addition, the Trust shall assume all losses and
liabilities incurred in the administration to the Trust and
of its investment portfolio; and it shall pay such non-
recurring expenses as may arise through litigation,
administrative proceedings, claims against the Trust, the
indemnification of Trustees, officers, employees,
shareholders and agents, or otherwise.
6. Compensation to the Advisor. For its services
hereunder, the Trust shall pay to the advisor a management
fee equal to five-eighths (5/8) percent per annum of the
average daily net assets of each of the portfolios of the
Trust. As of the execution of this agreement such
management fee shall be payable hereunder with respect to
the portfolios comprising the following series of shares:
The Government Portfolio Shares and the Maximum Income
Portfolio Shares. Such fee shall be payable monthly as of
the last day of the month and shall be the sum of the daily
fees calculated as one-three hundred sixty-fifth (1/365),
except in leap years one-three hundred sixty-sixth (1/366),
of the annual fee based upon each portfolio's assets
calculated for the day.
With respect to any portfolio of the Trust subsequently
authorized by the Trustees, the management fee provided
herein may be revised upward or downward by mutual agreement
between the parties at the time the additional portfolio is
authorized, provided such revision is approved by the
Trustees, including the vote of a majority of those Trustees
who are not interested persons of the Trust, cast in person
at a meeting called for that purpose. The Advisor shall
have the right to waive any portion of its management fee
during any period, and it may permanently reduce the amount
of the fee under such terms as it may determine by written
notice thereof to the Trust. The Advisor shall have the
right to share its management fee with others or make
payments out of its management fee to others, as it solely
determines.
7. Limitation of Expenses of the Trust. In addition
to investment management expenses related to the Trust, the
Advisor shall pay the fees and expenses of any Trustees and
officers of the Trust affiliated with the Advisor, all
promotional expenses of the Trust to the extent not paid for
by the Trust pursuant to a Plan of Distribution, the rent
expense of the Trust's principal executive office premises,
and the expenses of formation of the Trust.
The Advisor shall further reimburse the Trust for all
of its expenses, excluding securities transaction
commissions and expenses, taxes, interest, share
distribution expenses, and extra-ordinary and non-recurring
expenses, which exceed during any fiscal year the applicable
expense limitation in any State or other jurisdiction in
which the Trust, during the fiscal year, becomes subject to
regulation by qualification or sale of its shares. Any such
required reimbursement shall be made within a reasonable
period following the close of the fiscal year to which it
relates; and the Advisor may elect to pay all or a portion
of any such reimbursement it anticipates will be required at
any time or from time to time during the fiscal year to
which the reimbursement relates.
8. Limitation of Advisor's Liability. The Advisor
shall not be liable for any loss incurred in connection with
its duties hereunder, nor for any action taken, suffered or
omitted and believed by it to be advisable or within the
scope of its authority or discretion, except for acts or
omissions involving willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties assumed by it
under this Agreement.
9. Limitation of Trust's Liability. The Advisor
acknowledges that it has received notice of and accepts the
limitations upon the Trust's liability set forth in its
Declaration of Trust. The Advisor agrees that the Trust's
obligations hereunder in any case shall be limited to the
Trust and to its assets and that the Advisor shall not seek
satisfaction of any such obligation from the shareholders of
the Trust nor from any Trustee, officer, employee or agent
of the Trust.
10. Term of Agreement. This Agreement shall continue
in effect for two years from the date of its execution; and
it shall continue in force thereafter (but subject to the
termination provisions below), provided that it is
specifically approved at least annually by the Trustees of
the Trust or by a majority vote of the outstanding
securities of each series and class of the Trust's shares
with respect to which it is to continue in effect, and in
either case by the vote of a majority of the Trustees who
are not interested persons of the Trust, cast in person at a
meeting called for that purpose.
11. Termination by Notice. Notwithstanding any
provision of this Agreement, it may be terminated at any
time, without penalty, by the Trustees of the Trust or, with
respect to any series or class of the Trust's shares, by the
vote of a majority of the outstanding voting securities of
such series or class, or by the Advisor, upon sixty days
written notice to the other party.
12. Termination Upon Assignment. This Agreement may
not be assigned by the Adviser and shall automatically
terminate immediately upon any assignment. Nothing herein
shall prevent the Advisor from employing any other persons
or agents, including Madison Investment Advisors, Inc., at
its own expense, to assist it in the performance of its
duties hereunder.
13. Name of the Trust. In consideration of its
formation of the Trust and the related expenses, the Advisor
has retained the rights to the name "GIT Income Trust" (and
any similar name), which rights the Trust hereby
acknowledges. The Trust, however, shall have the exclusive
right to the use of the name "GIT Income Trust" (although
its rights to the "GIT" portion of such name shall be non-
exclusive) so long as this contract shall remain in force,
except that the Advisor may withdraw such rights from the
Trust at any time, effective immediately or at a time
specified, upon written notice to the Trust. In the event
of such notice, the Trust agrees that it will cause the
question of continuation of this Agreement to be put to a
vote of the shareholders of the Trust as soon as practicable
after such notice has been given.
14. Use of Terms. The terms "affiliated person",
"interested person", "assignment", "broker", and "majority
of the outstanding voting securities" as used herein, shall
have the same meanings as in the Investment Company Act of
1940 and any applicable regulations thereunder.
15. Control of Advisor. Bankers Finance Advisors, LLC
is controlled by Madison Investment Advisors, Inc. a
registered investment advisor located in Madison, Wisconsin.
As such, it is expected that Bankers Finance Advisors, LLC
and Madison Investment Advisors, Inc. will work closely
together in the management of the portfolios including but
not limited to portfolio management, research, securities
trading, and other investment management responsibilities.
<PAGE>
Exhibit B
Directors and Principal Executive Officers of BFIMC
Name Principal Occupation During
Last 5 Years
A. Bruce Cleveland President and Director of BFIMC, GIT
Investment Services, Inc.,
and Presidential Savings Bank, FSB.
Charles J. Tennes Executive Vice President of BFIMC
and GIT Investment Services, Inc.
Julia M. Nelson Vice President of BFIMC and GIT
Investment Services, Inc.
Edward Karpowicz Treasurer of BFIMC and GIT Investment
Services, Inc. Prior to
joining BFIMC in 1993, Mr. Karpowicz was
affiliated with the accounting firm of
Ernst & Young
W. Richard Mason Secretary and General Counsel of BFIMC
and GIT Investment
Services, Inc. Prior to joining BFIMC in
1992, Mr. Mason was a legal editor for
Warren, Gorham Lamont and Assistant
General Counsel to the Investment Company
Institute.
The address of each person listed above is 1655 Ft. Myer
Drive, Suite 1000, Arlington, VA 22209
<PAGE>
Exhibit C
Directors and Principal Executive Officers of Madison
Name Principal Occupation During
Last 5 Years
Chris Berberet Vice President of Madison since 1992.
Previously, he was the Director of fixed
income management for Madison, WI 53705
the ELCA Board of Pensions in
Minneapolis, MN
Frank E. Burgess Principal, President and Director of
Madison
Richard L. Ford Principal of Madison
Katherine L. Frank Principal of Madison
Lamartine L. LeGoullon President of Madison Scottsdale, L.C.
(a Madison subsidiary)
8777 N. Gainey Center Dr. and Vice President of Madison.
Scottsdale, AZ 85258 Previously associated with
Stein Roe & Farnham, Inc., Chicago,
Illinois as Vice President and
Portfolio Manager.
John F. McClure Principal of Madison.
Michael J. Schlageter Principal of Madison
Jay R. Sekelsky Principal of Madison
Michael R. Yaktus Vice President of Madison. Previously associated
with Kemper Securities, Madison, Wisconsin.
The address, unless already supplied, of each person listed
above is 6411 Mineral Point Road, Madison, WI 53705.
<PAGE>
[Name of Fund]
Special Meeting of Shareholders -- July 29, 1996
This proxy is solicited on behalf of the Trustees of the
Fund
The undersigned hereby appoints W. Richard Mason, Julia M.
Nelson and Edward J. Karpowicz, and each of them separately,
proxies, with power of substitution, and hereby authorizes
them to represent and to vote, as designated below at the
Special Meeting of Shareholders of the above referenced Fund
(the "Fund") to be held on Monday, July 29, 1996 at the
offices of Bankers Finance Investment Management Corp., 1655
Ft. Myer Drive, 10th Floor, Arlington, VA 22209 at 3:00
p.m. Eastern time, and at any adjournments thereof (the
"Meeting"), all of the shares of the Fund which the
undersigned would be entitled to vote if the undersigned
were personally present.
Note: Please sign exactly as name appears on this card.
All joint owners should sign. When signing as an executor,
administrator, attorney, trustee, guardian or custodian for
a minor, please give full title as such. If a corporation,
please sign in full corporate name and indicate the signer's
office. If a partner, sign in partnership name.
Every shareholder's vote is important! Vote this Proxy Card
today! Please detach at perforation before mailing.
This proxy, when properly executed, will be voted in the
manner directed herein by the shareholder whose name is
signed herein. If no direction is made, this proxy will be
voted (1) for approval of the proposed new investment
advisory agreement betweeen the Trust, on behalf of the
above referenced Fund, and Bankers Finance Advisors LLC as
set forth in Proposal 1, (2) for electing all of the
Trustees as set forth in Proposal 2, and (3) for
ratification of the selection of Ernst & Young LLP as
independent public accountants for the Trust, as set forth
in Proposal 3.
To vote, mark blocks below in blue or black ink as follows [x]
[Fund name] Keep this portion for your records.
(perforation)
Detach and return this portion only.
1. Proposal to approve a new investment advisory agreement
between the Trust, on behalf of the Fund, and Bankers
Finance Advisors, LLC. [ ] For [ ] Against [ ] Abstain
2. Proposal to elect each of the nominees for Trustees of
the Trust. The nominees are: Frank E. Burgess, James R.
Imhoff, Jr., Thomas S. Kleppe, and Lorence D. Wheeler.
_____________________________________________
To withhold authority to vote for an individual nominee (or
nominees), write that nominee's name on the line above.
[ ] For [ ] Against [ ] Abstain
3. Proposal to ratify the selection of Ernst & Young LLP as
the Trust's indepedent public accountants. [ ] For [ ]
Against [ ] Abstain
The Trustees recommend a vote FOR approval of the new
investment advisory agreement with Bankers Finance Advisers
LLC, FOR electing all of the nominees for Trustees and FOR
ratification of the selection of Ernst & Young LLP as
independent public accountants for the Trust. In their
discretion, the proxies are authorized to vote upon such
other business as may come before the Meeting.
__________________________
Signature
__________________________
Signature (Joint Owners)
__________________________
Date
