Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
Midwest Trust
- ------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii),
14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of
Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
---------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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<PAGE>
[x] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
---------------------------------------------
3) Filing Party:
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4) Date Filed:
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<PAGE>
MIDWEST TRUST
SPECIAL MEETING OF SHAREHOLDERS
AUGUST 27, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
GLOBAL BOND FUND
The undersigned hereby appoints Robert H. Leshner and John
F. Splain, and each of them, as Proxies with power of
substitution and hereby authorizes each of them to represent
and to vote as provided on the reverse side, all shares of
beneficial interest of the above Fund which the undersigned
is entitled to vote at the special meeting of shareholders
to be held on August 27, 1996 or at any adjournment
thereof.
The undersigned acknowledges receipt of the Notice of
Special Meeting and Proxy Statement dated August 8, 1996.
Date: ----------------------------
NOTE: Please sign exactly as your name
appears on this proxy. If signing for
an estate, trust or corporation, title
or capacity should be stated. If
shares are held jointly, both signers
shall sign, although the signature of
one will bind the other.
-----------------------------------
-----------------------------------
Signature(s) PLEASE SIGN IN BOX ABOVE
<PAGE>
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE
BOX BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK
PENCIL. DO NOT USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL DESCRIBED HEREIN
1. With respect to approval of a new investment advisory
agreement with Rogge Global Partners plc ("Rogge"),
to become effective upon the closing of the proposed
acquisition of Rogge by United Asset Management
Corporation, whereby Rogge will continue to serve
as investment adviser to the Fund.
FOR AGAINST ABSTAIN
--- ------- -------
--- ------- -------
2. In their discretion, the Proxies are authorized to vote
upon such other matters as may properly come before the
meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE
SIDE, AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
August 8, 1996
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders
of the Global Bond Fund to be held on Tuesday, August 27, 1996 at 1:00 p.m.,
Eastern time, at the Trust's offices at 312 Walnut Street, 21st Floor,
Cincinnati, Ohio 45202.
The purpose of the Special Meeting is to approve or disapprove a new
investment advisory agreement with Rogge Global Partners plc. The Board of
Trustees has given full and careful consideration to this matter and has
concluded that the proposal is in the best interests of the Fund and its
shareholders. The Board of Trustees therefore recommends that you vote "FOR" the
matter discussed herein.
Regardless of the number of shares you own, it is important that they
are represented and voted. If you cannot personally attend the special
shareholders' meeting, we would appreciate your promptly voting, signing and
returning the enclosed proxy in the postage-paid envelope provided.
Very truly yours,
/s/ Robert H. Leshner
Robert H. Leshner
President
<PAGE>
MIDWEST TRUST
GLOBAL BOND FUND
- --------------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 27, 1996
- --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that a special meeting of shareholders of the Global
Bond Fund (the "Fund"), a series of Midwest Trust, will be held at the Trust's
office at 312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202, on Tuesday,
August 27, 1996 at 1:00 p.m., Eastern time, to consider and vote on the
following matters:
1. To approve or disapprove a new investment advisory agreement with Rogge
Global Partners plc ("Rogge"), to become effective upon the closing of
the proposed acquisition of Rogge by United Asset Management
Corporation, whereby Rogge will continue to serve as investment adviser
to the Fund; and
2. To transact any other business, not currently contemplated,
that may properly come before the meeting in the discretion
of the proxies or their substitutes.
Shareholders of record at the close of business on July 25, 1996 are
entitled to notice of and to vote at this meeting or any adjournment thereof.
By order of the Board of Trustees,
/s/ John F. Splain
John F. Splain
Secretary
August 8, 1996
- -------------------------------------------------------------------------------
Please execute the enclosed proxy and return it promptly in the enclosed
envelope, thus avoiding unnecessary expense and delay. No postage is required if
mailed in the United States. The proxy is revocable and will not affect your
right to vote in person if you attend the meeting.
<PAGE>
MIDWEST TRUST
SPECIAL MEETING OF SHAREHOLDERS OF
THE GLOBAL BOND FUND
To Be Held on August 27, 1996
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PROXY STATEMENT
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This proxy statement is furnished in connection with the solicitation
by the Board of Trustees of Midwest Trust ("the Trust") of proxies for use at
the special meeting of shareholders or at any adjournment thereof. The proxy
statement and form of proxy were first mailed to shareholders on or about August
8, 1996.
The purpose of the meeting is to consider a new investment advisory
agreement for the Fund as a result of a proposed acquisition whereby the current
adviser of the Fund, Rogge Global Partners plc ("Rogge"), by means of an
exchange of stock, will become a wholly-owned subsidiary of United Asset
Management, Inc. ("UAM"). Upon completion of the acquisition, Rogge will
continue to carry on its business under its current name with its current
management.
A proxy, if properly executed, duly returned and not revoked, will be
voted in accordance with the specifications thereon. A proxy which is properly
executed that has no voting instructions to a proposal will be voted for that
proposal. A shareholder may revoke a proxy at any time prior to use by filing
with the Secretary of the Trust an instrument revoking the proxy, by submitting
a proxy bearing a later date, or by attending and voting at the meeting.
The Trust has retained Management Information Services Corp. ("MIS") to
solicit proxies for the special meeting. MIS is responsible for printing proxy
cards, mailing proxy material to shareholders, soliciting brokers, custodians,
nominees and fiduciaries, tabulating the returned proxies and performing other
proxy solicitation services. The anticipated cost of such services is
approximately $1,500, and will be paid by Rogge or UAM. Rogge or UAM will also
pay the printing and postage costs of the solicitation.
In addition to solicitation through the mails, proxies may be solicited
by officers, employees and agents of the Trust without cost to the Fund. Such
solicitation may be by telephone, facsimile or otherwise. Rogge or UAM will
reimburse MIS, brokers, custodians, nominees and fiduciaries for the reasonable
expenses incurred by them in connection with forwarding solicitation material to
the beneficial owners of shares held of record by such persons.
<PAGE>
THE FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995
AND THE FUND'S MOST RECENT SEMIANNUAL REPORT ARE AVAILABLE AT NO CHARGE BY
WRITING TO THE TRUST AT 312 WALNUT STREET, 21ST FLOOR, CINCINNATI, OHIO
45202-4094, OR BY CALLING THE TRUST NATIONWIDE TOLL-FREE 800-543-0407, IN
CINCINNATI 629-
2050.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Trustees has fixed the close of business on July 25, 1996
as the record date for the determination of shareholders entitled to notice of
and to vote at the special meeting of shareholders or any adjournment thereof.
As of the record date there were 1,798,654.290 shares of beneficial interest, no
par value, of the Fund outstanding. All full shares of the Fund are entitled to
one vote, with proportionate voting for fractional shares.
On July 25, 1996, Martin S. Goldfarb, M.D., 919 N. Crescent, Beverly Hills,
California, owned of record 12.94% of the outstanding shares of the Fund and
PaineWebber FBO Tempel Steel Employee Pension Trust, 5215 Old Orchard Road,
Skokie, Illinois, owned of record 5.39% of the outstanding shares of the Fund.
No other person owned of record and, according to information available to the
Trust, no other person owned beneficially 5% or more of the Fund's outstanding
shares on the record date.
If a quorum (more than 50% of the outstanding shares of the Fund) is
represented at the meeting, the vote of a majority of the outstanding shares of
the Fund is required for approval of the new investment advisory agreement with
Rogge. The vote of a majority of the outstanding shares means the vote of the
lesser of (1) 67% or more of the shares present or represented by proxy at the
meeting, if the holders of more than 50% of the outstanding shares are present
or represented by proxy, or (2) more than 50% of the outstanding shares. If a
quorum is present at the meeting but sufficient votes to approve the new
investment advisory agreement with Rogge are not received, the persons named as
proxies may propose one or more adjournments of the meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those shares represented at the meeting in person or by proxy.
A shareholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate. Abstentions and "broker non-votes" are counted
for purposes of determining whether a quorum is present but do not represent
votes cast with respect to a proposal. "Broker non-votes" are shares held by a
broker or nominee for which an executed proxy is received by the Fund, but are
not voted as to one or more proposals because instructions have not been
received from the beneficial owners or
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<PAGE>
persons entitled to vote and the broker or nominee does not have discretionary
voting power.
The Trustees of the Trust intend to vote all of their shares in favor
of the proposal described herein. All Trustees and officers as a group owned of
record or beneficially less than 1% of the Fund's outstanding shares on the
record date.
I. APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT ADVISORY
AGREEMENT WITH ROGGE GLOBAL PARTNERS PLC
Midwest Group Financial Services, Inc. (the "Manager") currently
provides general investment supervisory services to the Fund pursuant to a
Management Agreement between the Trust and the Manager. The Manager has retained
Rogge to manage the Fund's investments pursuant to an Investment Advisory
Agreement between the Trust, Rogge and the Manager (the "Present Advisory
Agreement"). The Present Advisory Agreement is dated January 31, 1995 and was
approved by the Board of Trustees, including a majority of the Trustees who are
not interested persons, as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), of the Manager, Rogge or the Trust (the "Independent
Trustees") on November 17, 1994. The Manager, as sole shareholder of the Fund,
approved the Present Advisory Agreement on January 31, 1995.
Rogge and the shareholders of Rogge and two principal employees of
Rogge (Olaf Rogge and John Graham) have entered into an Acquisition Agreement
with UAM which provides that UAM will acquire all of the share capital of Rogge,
for which each registered shareholder of Rogge will exchange his Rogge shares
for shares of UAM common stock (the "Acquisition"). As a result of the
Acquisition, Rogge will become a wholly-owned subsidiary of UAM. The Acquisition
could be viewed as constituting a "change in control" of Rogge for purposes of
the 1940 Act and cause the "assignment" and resulting termination of the Present
Advisory Agreement. Under 1940 Act, a transaction which results in a change of
control or management of an investment adviser may be deemed an "assignment."
The 1940 Act further provides that an investment advisory agreement will
automatically terminate in the event of its assignment. Accordingly, the Board
of Trustees proposes that a new investment advisory agreement between the Trust,
the Manager and Rogge (the "New Advisory Agreement") be approved by shareholders
of the Fund.
The terms and conditions of the New Advisory Agreement are identical in
all materials respects to those of the Present Advisory Agreement, with the
exception of the effective date and the termination date. Upon completion of the
Acquisition, Rogge will retain the services of all of its current management
personnel. The employees of Rogge who currently provide
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<PAGE>
portfolio management services to the Fund are expected to continue to provide
such services and there will be no change in their responsibilities with respect
to the Fund following the Acquisition. Furthermore, no changes in Rogge's method
of operation, or the location where it conducts its business, are contemplated.
TERMS OF THE ACQUISITION. The Acquisition Agreement contemplates that
Rogge will become a wholly-owned subsidiary of UAM. The Acquisition Agreement
provides that UAM will acquire all of the share capital of Rogge, for which each
registered owner of Rogge shares will receive shares of UAM common stock in
exchange for his Rogge shares.
In addition, the Acquisition Agreement contemplates that certain key
personnel of Rogge will enter into employment agreements with Rogge. This will
assure that Rogge will continue to operate with its same investment personnel
and officers. UAM, Rogge and Olaf Rogge, the principal executive and controlling
shareholder of Rogge, have also agreed to enter into an agreement that provides
that Mr. Rogge will continue to manage Rogge and to have authority over the
investment management process.
Section 15(f) of the 1940 Act provides that when a change in the
control of an investment adviser occurs, the investment adviser or any of its
affiliated persons may receive any amount or benefit in connection therewith as
long as two conditions are satisfied. First, an "unfair burden" must not be
imposed on the investment company as a result of the transaction relating to the
change of control, or any express or implied terms, conditions or understandings
applicable thereto. The term includes any arrangement during the two-year period
after the change in control whereby the investment adviser (or predecessor or
successor adviser), or any interested person of any such adviser, receives or is
entitled to receive any compensation, directly or indirectly, from the
investment company or its security holders (other than fees for bona fide
investment advisory or other services) or from any person in connection with the
purchase or sale of securities or other property to, from, or on behalf of the
investment company (other than fees for bona fide principal underwriting
services). No such compensation arrangements are contemplated in the
Acquisition.
The second condition is that, during the three-year period immediately
following consummation of the transaction, at least 75% of the Trust's Board of
Trustees must not be "interested persons" of the investment adviser or
predecessor investment adviser within the meaning of the 1940 Act. No interested
person of Rogge within the meaning of the 1940 Act will serve on the Board of
Trustees of the Trust during such period if such service would cause this
condition to be violated.
- 4 -
<PAGE>
THE NEW ADVISORY AGREEMENT. The terms and conditions of the New
Advisory Agreement are identical in all material respects to those of the
Present Advisory Agreement with the exception of the effective date and the
termination date.
Under the New Advisory Agreement, Rogge will select portfolio securities
for investment by the Fund, purchase and sell securities of the Fund, and upon
making any purchase or sale decision, place orders for the execution of such
portfolio transactions, all in accordance with the 1940 Act and any rules
thereunder, the Internal Revenue Code of 1986, applicable state securities laws,
the supervision and control of the Board of Trustees of the Trust, such specific
instructions as the Board of Trustees may adopt and communicate to Rogge, the
investment objectives, policies and restrictions of the Fund and instructions
from the Manager. Rogge will receive a fee from the Manager, computed and
accrued daily and paid monthly, at an annual rate of .35% of the average value
of the daily net assets of the Fund up to $100 million and .30% of such assets
in excess of $100 million. This is the same fee that Rogge currently receives
from the Manager under the Present Advisory Agreement. The Manager is solely
responsible for the payment of fees to Rogge and Rogge agrees to seek payment of
its fees solely from the Manager. During the fiscal period ended September 30,
1995, the Manager paid advisory fees of $18,413 to Rogge for its services as
investment adviser to the Fund.
The New Advisory Agreement directs Rogge to give primary consideration
to the best qualitative execution in the selection of brokers and dealers to
execute portfolio transactions for the Fund, taking into account such factors as
price (including the applicable brokerage commission or dealer spread), the
execution capability, financial responsibility and responsiveness of the broker
or dealer and the brokerage and research services provided by the broker or
dealer. In addition to including provision of brokerage and research services as
one of the factors to be considered in the determination of best execution, the
New Advisory Agreement specifically authorizes Rogge to select brokers or
dealers who also provide brokerage and research services to the Fund and the
other accounts over which Rogge exercises investment discretion and to pay a
broker or dealer who provides such brokerage and research services a commission
for executing a portfolio transaction which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if Rogge determines in good faith that the amount of the commission
is reasonable in relation to the value of the brokerage and research services
provided by the executing broker or dealer. The determination may be viewed in
terms of either a particular transaction or Rogge's overall responsibilities
with respect to the Fund and to other accounts over which it exercises
investment discretion. Research services
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<PAGE>
may include (i) furnishing advice as to the value of securities, the
advisability of investing in, purchasing or selling securities, and the
availability of securities, or purchasers or sellers of securities; (ii)
furnishing analyses and reports concerning issues, industries, securities,
economic factors and trends, portfolio strategy, and the performance of
accounts; and (iii) effecting securities transactions and performing functions
incidental thereto (such as clearance, settlement and custody). Research
services furnished by brokers in connection with portfolio transactions of the
Fund may be used by Rogge in servicing its other clients, and not all such
services may be used by Rogge in connection with the Fund. Likewise, research
services provided by brokers servicing other clients of Rogge may be useful to
Rogge in providing investment advice or brokerage services to the Fund.
The New Advisory Agreement provides that the Board of Trustees will
periodically review the commissions paid by the Fund to determine if the
commissions paid over representative periods of time are reasonable in relation
to the benefits to the Fund. Consistent with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., and subject to seeking best
qualitative execution, Rogge may give consideration to sales of shares of the
Fund as a factor in the selection of brokers and dealers to execute portfolio
transactions of the Fund. During the fiscal period ended September 30, 1995, the
Fund paid no brokerage commissions on portfolio transactions.
If the New Advisory Agreement is approved by the Fund's shareholders,
it will become effective upon the consummation of the Acquisition. The New
Advisory Agreement provides that it will remain in force until January 30, 1998
and from year to year thereafter, subject to annual approval by (a) the Board of
Trustees or (b) a vote of the majority (as defined in the 1940 Act) of the
outstanding voting securities of the Fund; provided that in either event
continuance is also approved by a majority of the Independent Trustees, by a
vote cast in person at a meeting called for the purpose of voting such approval.
The New Advisory Agreement may be terminated at any time, on sixty days' written
notice, without the payment of any penalty, by the Board of Trustees, by a vote
of the majority of the outstanding voting securities of the Fund, by the Manager
or by Rogge. The New Advisory Agreement automatically terminates in the event of
its assignment, as defined by the 1940 Act and the rules thereunder.
The New Advisory Agreement provides that Rogge shall not be liable for
any action taken or omitted to be taken by it in its reasonable judgment, in
good faith and believed by it to be authorized or within the discretion or
rights conferred upon it by such Agreement, or in accordance with specific
instructions from the Trust, provided that such acts or omissions shall not
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<PAGE>
have resulted from Rogge's willful misfeasance, bad faith or gross negligence, a
violation of the standard of care established by and applicable to Rogge in its
actions under such Agreement, or breach of its obligations thereunder.
The New Advisory Agreement is attached as Exhibit A. The description
set forth in this Proxy Statement of the New Advisory Agreement is qualified in
its entirety by reference to Exhibit A.
In the event that shareholders of the Fund do not approve the New
Advisory Agreement and the Acquisition is consummated, the Board of Trustees
will promptly seek to obtain for the Fund interim advisory services either from
Rogge or from another advisory organization. Thereafter, the Board of Trustees
would either negotiate a new investment advisory agreement with an advisory
organization selected by the Board or make other appropriate arrangements, in
either event subject to approval by the shareholders of the Fund. In the event
the Acquisition is not completed for any reason, Rogge will continue to serve as
the investment adviser of the Fund pursuant to the terms of the Present Advisory
Agreement.
INFORMATION ON ROGGE AND UAM. Rogge, an English public company limited
by shares, with its registered office at 5-6 St. Andrew's Hill, London EC4V 5BY,
England, is controlled by Olaf Rogge. Rogge is registered as an investment
adviser with the U.S. Securities and Exchange Commission and with the Investment
Management Regulatory Organisation in England.
The Directors and principal executive officers of Rogge are shown
below1. The address of each, as it relates to his duties with Rogge, is 5-6 St.
Andrew's Hill, London EC4V 5BY, England.
Name and Position with Rogge Principal Occupation
- ---------------------------- --------------------
Olaf Rogge
Managing Director Principal Executive of Rogge
John Graham
Director Senior Executive of Rogge
Richard Bell
Director Executive of Rogge
Adrian James
Director Executive of Rogge
1 Upon completion of the Acquisition, David Russell will become a Director
of Rogge. Mr. Russell serves on the Board or Directors of UAM and is a
consultant to UAM.
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<PAGE>
When the Acquisition is completed, Rogge will be a wholly-owned subsidiary
of UAM, a New York Stock Exchange listed company principally engaged, through
affiliated firms in the United States and abroad, in providing institutional
investment management services and acquiring institutional investment management
firms. As of June 30, 1996, the UAM affiliated firms had collectively more than
$148 billion of assets under management. UAM's corporate headquarters is located
at One International Place, Boston, Massachusetts 02110.
Rogge serves as investment adviser to the following unaffiliated
registered investment companies listed below:
Net Assets As Of Amount of Rogge's
Name of Fund June 30, 1996 Annual Advisory Fee
- ------------ ----------------- ------------------
Pace Global Fixed $35.9 million .35% of average daily
Income Investments net assets
Fund
Manager's Global $17.4 million .35% of average daily net
Bond Fund assets up to $20 million;
.25% of such assets in
excess of $20 million
EVALUATION BY THE BOARD OF TRUSTEES. On August 6, 1996, the Board of
Trustees, including a majority of the Independent Trustees, by vote cast in
person, unanimously approved, subject to the required shareholder approval
described herein, the New Advisory Agreement.
In considering approval of the New Advisory Agreement, the Board of
Trustees carefully evaluated information they deemed necessary to enable them to
determine whether the New Advisory Agreement will be in the best interests of
the Fund and its shareholders. In making this recommendation, the Trustees
evaluated the experience of Rogge's key personnel in institutional investing,
the quality of services Rogge is expected to provide to the Fund and the
compensation proposed to be paid to Rogge. The Trustees have given careful
consideration to all factors deemed to be relevant to the Fund, including, but
not limited to: (1) the fees and expense ratios of comparable mutual funds; (2)
the performance of the Fund; (3) the nature and quality of the services expected
to be rendered to the Fund by Rogge; (4) the distinct investment objective and
policies of the Fund; (5) that the compensation payable to Rogge under the New
Advisory Agreement will be at the same rate as the compensation now payable to
Rogge under the Present Advisory Agreement; (6) that the terms of the New
Advisory Agreement are the same in all respects as the terms of the Present
Advisory Agreement except for different effective and termination dates; (7) the
history, reputation, qualification and background of Rogge and UAM, as well as
the qualifications of their personnel and their respective financial conditions;
(8) the commitment of Rogge and/or UAM to pay or reimburse the Fund for the
expenses incurred in connection with the Acquisition; (9) Rogge's investment
performance records; and (10) the benefits expected to be realized as a result
of Rogge's ownership by UAM.
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<PAGE>
In making the determination to recommend approval of the New Advisory
Agreement to shareholders of the Fund, the Board of Trustees gave substantial
weight to Rogge's representations that (i) the Acquisition should benefit
Rogge by preserving its independent management structure and portfolio
management style, while providing stability from a strengthening balance
sheet and more attractive incentives to Rogge employees; (ii) that the
Acquisition will not materially affect the investment advisory operations of
Rogge or the level or quality of advisory services provided to the Fund;
(iii) that the same personnel at Rogge who currently provide services to the
Fund will continue to do so after the Acquisition; and (iv) that the Fund
will not be subject to any unfair burden as a result of the Acquisition.
In considering approval of the New Advisory Agreement, the Board of Trustees
reviewed the most recent audited financial statements of Rogge and of UAM.
The Board of Trustees believes that the Acquisition should benefit Rogge and
the Fund and that the Fund should receive investment advisory services under
the New Advisory Agreement equal or superior to those currently received under
the Present Advisory Agreement, at the same fee levels. The Board of Trustees
therefore unanimously recommends approval of the New Advisory Agreement by
shareholders of the Fund.
OTHER INFORMATION. The Manager serves as the investment manager
and principal underwriter for the Fund. MGF Service Corp. serves
as the Fund's administrator, transfer and dividend disbursing agent, and
accounting and pricing agent. The address of both the Manager and MGF
Service Corp. is 312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202.
The Manager and MGF Service Corp. are wholly-owned subsidiaries of Leshner
Financial, Inc., of which Robert H. Leshner is the controlling shareholder.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE
THE NEW ADVISORY AGREEMENT.
II. OTHER BUSINESS
The proxy holders have no present intention of bringing any matter
before the meeting other than that specifically referred to above or matters in
connection with or for the purpose of effecting the same. Neither the proxy
holders nor the Board of Trustees are aware of any matters which may be
presented by others. If any other business shall properly come before the
meeting, the proxy holders intend to vote thereon in accordance with their best
judgment.
Any shareholder proposal intended to be presented at the next
shareholder meeting must be received by the Trust for inclusion in its Proxy
Statement and form of Proxy relating to such meeting at a reasonable time before
the solicitation of proxies for the meeting is made.
By Order of the Board of Trustees,
/s/ John F. Splain
John F. Splain
Secretary
Date: August 8, 1996
- -------------------------------------------------------------------------------
Please complete, date and sign the enclosed Proxy and return it
promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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<PAGE>
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
Rogge Global Partners plc
5-6 St. Andrew's Hill
London EC4V 5BY England
Gentlemen:
Midwest Trust (the "Trust") is a diversified open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "Act"), and subject to the rules and regulations promulgated
thereunder. The Trust's shares of beneficial interest are divided into separate
series or funds. Each such share of a fund represents an undivided interest in
the assets, subject to the liabilities, allocated to that fund. Each fund has
separate investment objectives and policies. The Global Bond Fund (the "Fund")
has been established as a series of the Trust.
Midwest Group Financial Services, Inc. (the "Manager") acts
as the investment manager for the Fund pursuant to the terms of a
Management Agreement. The Manager is responsible for the
coordination of investment of the Fund's assets in portfolio
securities. However, specific portfolio purchases and sales for
the investment portfolio of the Fund are to be made by advisory
organizations recommended by the Manager and approved by the
Board of Trustees of the Trust.
1. Appointment as an Adviser. The Trust being duly
authorized hereby appoints and employs Rogge Global Partners, plc
("the Adviser") as the discretionary portfolio manager of the
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<PAGE>
Fund, on the terms and conditions set forth herein.
2. Acceptance of Appointment; Standard of Performance.
The Adviser accepts the appointment as the discretionary portfolio manager and
agrees to use its best professional judgment to make timely investment decisions
for the Fund in accordance with the provisions of this Agreement.
3. Portfolio Management Services of Adviser. The Adviser is
hereby employed and authorized to select portfolio securities for investment by
the Fund, to purchase and sell securities of the Fund, and upon making any
purchase or sale decision, to place orders for the execution of such portfolio
transactions in accordance with paragraphs 5 and 6 hereof. In providing
portfolio management services to the Fund, the Adviser shall be subject to such
investment restrictions as are set forth in the Act and the rules thereunder,
the Internal Revenue Code, applicable state securities laws, the supervision and
control of the Board of Trustees of the Trust, such specific instructions as the
Board of Trustees may adopt and communicate to the Adviser, the investment
objectives, policies and restrictions of the Fund furnished pursuant to
paragraph 4, the provisions of Schedule A hereto and instructions from the
Manager. The Adviser is not authorized by the Fund to take any action, including
the purchase or sale of securities for the Fund, in contravention of any
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restriction, limitation, objective, policy or instruction described in the
previous sentence. The Adviser shall maintain on behalf of the Fund the records
listed in Schedule A hereto (as amended from time to time). At the Trust's
reasonable request, the Adviser will consult with the Manager with respect to
any decision made by it with respect to the investments of the Fund.
4. Investment Objectives, Policies and Restrictions. The
Trust will provide the Adviser with the statement of investment objectives,
policies and restrictions applicable to the Fund as contained in the Fund's
registration statements under the Act and the Securities Act of 1933, and any
instructions adopted by the Board of Trustees supplemental thereto. The Trust
will provide the Adviser with such further information concerning the
investment objectives, policies and restrictions applicable
thereto as the Adviser may from time to time reasonably request.
The Trust retains the right, on written notice to the Adviser
from the Trust or the Manager, to modify any such objectives,
policies or restrictions in any manner at any time.
5. Transaction Procedures. All transactions will be
consummated by payment to or delivery by The Northern Trust
Company or any successor custodian (the "Custodian"), or such
depositories or agents as may be designated by the Custodian in
writing, as custodian for the Fund, of all cash and/or securities
due to or from the Fund, and the Adviser shall not have
possession or custody thereof. The Adviser shall advise the
Custodian and confirm in writing to the Trust and to the Manager
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all investment orders for the Fund placed by it with brokers and dealers. The
Adviser shall issue to the Custodian such instructions as may be appropriate in
connection with the settlement of any transaction initiated by the Adviser. It
shall be the responsibility of the Adviser to take appropriate action if the
Custodian fails to confirm in writing proper execution of the instructions.
6. Allocation of Brokerage. The Adviser shall have the
authority and discretion to select brokers and dealers to execute
portfolio transactions initiated by the Adviser, and for the
selection of the markets on or in which the transactions will be
executed.
A. In doing so, the Adviser will give primary consideration to
securing the best qualitative execution, taking into account such factors as
price (including the applicable brokerage commission or dealer spread), the
execution capability, financial responsibility and responsiveness of the broker
or dealer and the brokerage and research services provided by the broker or
dealer. Consistent with this policy, the Adviser may select brokers or dealers
who also provide brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) to the other accounts over
which it exercises investment discretion. It is understood that neither the
Fund, the Manager nor the Adviser have adopted a formula for allocation of the
Fund's investment transaction business. It is also understood that it is
desirable for the
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<PAGE>
Fund that the Adviser have access to supplemental investment and market research
and security and economic analyses provided by certain brokers who may execute
brokerage transactions at a higher commission to the Fund than may result when
allocating brokerage to other brokers on the basis of seeking the lowest
commission. Therefore, the Adviser is authorized to place orders for the
purchase and sale of securities for the Fund with such certain brokers, subject
to review by the Trust's Board of Trustees from time to time with respect to the
extent and continuation of this practice, provided that the Adviser determines
in good faith that the amount of the commission is reasonable in relation to the
value of the brokerage and research services provided by the executing broker or
dealer. The determination may be viewed in terms of either a particular
transaction or the Adviser's overall responsibilities with respect to the Fund
and to the other accounts over which it exercises investment discretion. It is
understood that although the information may be useful to the Trust and the
Adviser, it is not possible to place a dollar value on such information.
Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to seeking best qualitative execution, the
Adviser may give consideration to sales of shares of the Fund as a factor in the
selection of brokers and dealers to execute portfolio transactions of the Fund.
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<PAGE>
On occasions when the Adviser deems the purchase or sale of a security
to be in the best interest of the Fund as well as other clients, the Adviser, to
the extent permitted by applicable laws and regulations, may, but shall be under
no obligation to, aggregate the securities to be sold or purchased in order to
obtain the most favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so purchased or sold, as
well as expenses incurred in the transaction, will be made by the Adviser in the
manner it considers to be the most equitable and consistent with its fiduciary
obligations to the Fund with respect to the Fund and to such other clients.
For each fiscal quarter of the Fund, the Adviser shall prepare and
render reports to the Manager and the Trust's Board of Trustees of the total
brokerage business placed and the manner in which the allocation has been
accomplished. Such reports shall set forth at a minimum the information required
to be maintained by Rule 31a-1(b)(9) under the Act.
B. Adviser agrees that it will not execute any portfolio
transactions for the Fund's account with a broker or dealer which is an
"affiliated person" (as defined in the Act) of the Trust, the Manager, the
Adviser or any portfolio manager of the Trust without the prior written approval
of the Manager. The Manager agrees that it will provide the Adviser with a list
of brokers and dealers which are "affiliated persons" of the Trust, the Manager
or the Adviser.
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<PAGE>
7. Proxies. The Trust will vote all proxies solicited by
or with respect to the issuers of securities in which assets of
the Fund may be invested from time to time. At the Fund's request, the
Adviser shall provide the Trust with its recommendations as to the voting
of such proxies.
\
8. Reports to the Adviser. The Trust will provide the
Adviser with such periodic reports concerning the status of the
Fund as the Adviser may reasonably request.
9. Fees for Services. For the services provided to the Fund, the
Manager shall pay the Adviser a fee equal to the annual rate of 35/100 of 1% of
the average value of the daily net assets of the Fund up to and including
$100,000,000 and 30/100 of 1% of such assets in excess of $100,000,000. The
Adviser agrees to waive all advisory fees for the first sixty days of the Fund's
operations. Thereafter, however, the Adviser shall not be required to waive any
portion of its fees if not required by an applicable statute or regulation.
The Adviser's fees shall be payable monthly within ten days following
the end of each month. Pursuant to the provisions of the Management Agreement
between the Trust and the Manager, the Manager is solely responsible for the
payment of fees to the Adviser, and the Adviser agrees to seek payment of the
Adviser's fees solely from the Manager.
10. Other Investment Activities of the Adviser. The Trust
acknowledges that the Adviser or one or more of its affiliates
may have investment responsibilities or render investment advice
to or perform other investment advisory services for other
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<PAGE>
individuals or entities and that the Adviser, its affiliates or any of its or
their directors, officers, agents or employees may buy, sell or trade in any
securities for its or their respective accounts ("Affiliated Accounts"). Subject
to the provisions of paragraph 2 hereof, the Trust agrees that the Adviser or
its affiliates may give advice or exercise investment responsibility and take
such other action with respect to other Affiliated Accounts which may differ
from the advice given or the timing or nature of action taken with respect to
the Fund, provided that the Adviser acts in good faith, and provided further,
that it is the Adviser's policy to allocate, within its reasonable discretion,
investment opportunities to the Fund over a period of time on a fair and
equitable basis relative to the Affiliated Accounts, taking into account the
investment objectives and policies of the Fund and any specific investment
restrictions applicable thereto. The Trust acknowledges that one or more of the
Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose
of or otherwise deal with positions in investments in which the Fund may have an
interest from time to time, whether in transactions which involve the Fund or
otherwise. The Adviser shall have no obligation to acquire for the Fund a
position in any investment which any Affiliated Account may acquire, and the
Trust shall have no first refusal, co-investment or other rights in respect of
any such investment, either for the Fund or otherwise.
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<PAGE>
11. Certificate of Authority. The Trust, the Manager and the
Adviser shall furnish to each other from time to time certified copies of the
resolutions of their Board of Trustees or Board of Directors or executive
committees, as the case may be, evidencing the authority of officers and
employees who are authorized to act on behalf of the Trust, the Fund, the
Manager and/or the Adviser.
12. Limitation of Liability. The Adviser shall not be liable for any
action taken, omitted or suffered to be taken by it in its reasonable judgment,
in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement, or in accordance with (or
in the absence of) specific directions or instructions from the Trust, provided,
however, that such acts or omissions shall not have resulted from the Adviser's
willful misfeasance, bad faith or gross negligence, a violation of the standard
of care established by and applicable to the Adviser in its actions under this
Agreement or breach of its duty or of its obligations hereunder. Nothing in this
paragraph 12 shall be construed in a manner inconsistent with Sections 17(h) and
(i) of the Act.
13. Confidentiality. Subject to the duty of the Adviser
and the Trust to comply with applicable law, including any demand
of any regulatory or taxing authority having jurisdiction, the
parties hereto shall treat as confidential all information
pertaining to the Fund and the actions of the Adviser and the
Trust in respect thereof.
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<PAGE>
14. Assignment. No assignment of this Agreement shall be made by the
Adviser, and this Agreement shall terminate automatically in the event of such
assignment. The Adviser shall notify the Trust in writing sufficiently in
advance of any proposed change of control, as defined in Section 2(a)(9) of the
Act, as will enable the Trust to consider whether an assignment will occur, and
to take the steps necessary to enter into a new contract with the Adviser.
15. Representations, Warranties and Agreements of the
Trust. The Trust represents, warrants and agrees that:
A. The Adviser has been duly appointed by the Board
of Trustees of the Trust to provide investment services to the
Fund as contemplated hereby.
B. The Trust will deliver to the Adviser a true and complete
copy of its then current prospectus and statement of additional information as
effective from time to time and such other documents or instruments governing
the investments of the Fund and such other information as is necessary for the
Adviser to carry out its obligations under this Agreement.
C. The Trust is currently in compliance and shall at
all times comply with the requirements imposed upon the Fund by
applicable laws and regulations.
16. Representations, Warranties and Agreements of the
Adviser. The Adviser represents, warrants and agrees that:
A. The Adviser is registered as an "investment
adviser" under the Investment Advisers Act of 1940.
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<PAGE>
B. The Adviser will maintain, keep current and preserve on
behalf of the Fund, in the manner and for the time periods required or permitted
by the Act, the records identified in Schedule A. The Adviser agrees that such
records (unless otherwise indicated on Schedule A) are the property of the
Trust, and will be surrendered to the Trust promptly upon request.
C. The Adviser will complete such reports concerning purchases
or sales of securities on behalf of the Fund as the Manager or the Trust may
from time to time require to ensure compliance with the Act, the Internal
Revenue Code and applicable state securities laws.
D. The Adviser will adopt a written code of ethics complying
with the requirements of Rule 17j-1 under the Act and will provide the Trust
with a copy of the code of ethics and evidence of its adoption. Within
forty-five (45) days of the end of the last calendar quarter of each year while
this Agreement is in effect, the president or a vice president of the Adviser
shall certify to the Trust that the Adviser has complied with the requirements
of Rule 17j-1 during the previous year and that there has been no violation of
the Adviser's code of ethics or, if such a violation has occurred, that
appropriate action was taken in response to such violation. Upon the written
request of the Trust, the Adviser shall submit to the Trust the reports required
to be made to the Adviser by Rule 17j-1(c)(1).
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<PAGE>
E. The Adviser will promptly after filing with the
Securities and Exchange Commission an amendment to its Form ADV
furnish a copy of such amendment to the Trust and to the Manager.
F. Upon request of the Trust, the Adviser will provide
assistance to the Custodian in the collection of income due or payable to the
Fund. With respect to income from foreign sources, the Adviser will undertake
any reasonable procedural steps required to reduce, eliminate or reclaim
non-U.S. withholding taxes under the terms of applicable United States income
tax treaties.
G. The Adviser will immediately notify the Trust and the
Manager of the occurrence of any event which would disqualify the Adviser from
serving as an investment adviser of an investment company pursuant to Section
9(a) of the Act or otherwise.
17. Amendment. This Agreement may be amended at any time, but only
by written agreement between the Adviser and the Trust, which amendment, other
than amendments to Schedule A, is subject to the approval of the Board of
Trustees and the shareholders of the Fund in the manner required by the Act and
the rules thereunder, subject to any applicable exemptive order of the
Securities and Exchange Commission modifying the provisions of the Act with
respect to approval of amendments to this Agreement.
18. Effective Date; Term. This Agreement shall become
effective on the date of its execution and shall remain in force
until January 30, 1998, and from year to year thereafter but only
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<PAGE>
so long as such continuance is specifically approved at least annually by the
vote of a majority of the Trustees who are not interested persons of the Trust,
the Manager or the Adviser, cast in person at a meeting called for the purpose
of voting on such approval, and by a vote of the Board of Trustees or of a
majority of the outstanding voting securities of the Fund. The aforesaid
requirement that this Agreement may be continued "annually" shall be construed
in a manner consistent with the Act and the rules and regulations thereunder.
19. Termination. This Agreement may be terminated by either party
hereto, without the payment of any penalty, immediately upon written notice to
the other in the event of a breach of any provision thereof by the party so
notified, or otherwise upon sixty (60) days' written notice to the other, but
any such termination shall not affect the status, obligations or liabilities of
any party hereto to the other.
20. Shareholder Liability. The Adviser is hereby expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust of the Trust and agrees that obligations assumed by the
Trust pursuant to this Agreement shall be limited in all cases to the Fund and
its assets. The Adviser agrees that it shall not seek satisfaction of any such
obligations from the shareholders or any individual shareholder of the Fund, nor
from the Trustees or any individual Trustee of the Trust.
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<PAGE>
21. Definitions. As used in paragraphs 14 and 18 of this
Agreement, the terms "assignment," interested person" and "vote
of a majority of the outstanding voting securities" shall have
the meanings set forth in the Act and the rules and regulations
thereunder.
22. Applicable Law. To the extent that state law is not
preempted by the provisions of any law of the United States
heretofore or hereafter enacted, as the same may be amended from
time to time, this Agreement shall be administered, construed and
enforced according to the laws of the State of Ohio.
MIDWEST GROUP FINANCIAL MIDWEST TRUST
SERVICES, INC.
By:----------------------- By:------------------------
Title: President Title: President
Date: --------, 1996 Date: -------- , 1996
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ROGGE GLOBAL PARTNERS, plc
By:_______________________
Title: ________________________
Date: __________________, 1996
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<PAGE>
SCHEDULE A
RECORDS TO BE MAINTAINED BY THE ADVISER
1. (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all
other portfolio purchases or sales, given by the Adviser on behalf of
the Fund for, or in connection with, the purchase or sale of
securities, whether executed or unexecuted. Such records shall include:
A. The name of the broker;
B. The terms and conditions of the order and of any
modification or cancellation thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf
of the Fund.
2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within
ten (10) days after the end of the quarter, showing specifically the
basis or bases upon which the allocation of orders for the purchase and
sale of portfolio securities to named brokers or dealers was effected,
and the division of brokerage commissions or other compensation on such
purchase and sale orders. Such record:
A. Shall include the consideration given to:
(i) The sale of shares of the Fund by brokers or
dealers.
(ii) The supplying of services or benefits by brokers
or dealers to:
(a) The Trust;
(b) the Manager;
(c) the Adviser;
(d) any other portfolio adviser of the Trust;
and
(e) any person affiliated with the foregoing
persons.
(iii) Any other consideration other than the technical
qualifications of the brokers and dealers as
such.
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<PAGE>
B. Shall show the nature of the services or benefits made
available.
C. Shall describe in detail the application of any general or
specific formula or other determinant used in arriving at such
allocation of purchase and sale orders and such division of
brokerage commissions or other compensation.
D. The name of the person responsible for making the
determination of such allocation and such division of
brokerage commissions or other compensation.
3. (Rule 31a-1(b)(10)) A record in the form of an appropriate
memorandum identifying the person or persons, committees or
groups authorizing the purchase or sale of portfolio
securities. Where an authorization is made by a committee
or group, a record shall be kept of the names of its members
who participate in the authorization. There shall be
retained as part of this record: any memorandum,
recommendation or instruction supporting or authorizing the
purchase or sale of portfolio securities and such other
information as is appropriate to support the authorization.*
4. (Rule 31a-1(f)) Such accounts, books and other documents as are
required to be maintained by registered investment advisers by rules
adopted under Section 204 of the Investment Advisers Act of 1940, to
the extent such records are necessary or appropriate to record the
Adviser's transactions with respect to the Fund.
- -------------
*Such information might include: the current Form 10-K, annual and
quarterly reports, press releases, reports by analysts and from brokerage firms
(including their recommendation; i.e., buy, sell, hold) or any internal reports
or portfolio adviser reviews.
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