<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential for use of the Commission Only (as
/X/ Definitive Proxy Statement permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
THE PILOT FUNDS
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11:
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price of 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:
-----------------------------------------------------------------------
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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 of
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------
(2) Form, Schedule or Registration No.:
------------------------------
(3) Filing Party:
------------------------------
(4) Date Filed:
------------------------------
<PAGE> 2
THE PILOT FUNDS
PILOT SMALL CAPITALIZATION EQUITY FUND
PILOT SHORT-TERM U.S. TREASURY FUND
PILOT SHORT-TERM DIVERSIFIED ASSETS FUND
PILOT SHORT-TERM TAX-EXEMPT DIVERSIFIED FUND
PILOT MISSOURI SHORT-TERM TAX-EXEMPT FUND
PILOT GROWTH FUND
PILOT DIVERSIFIED BOND INCOME FUND
PILOT INTERNATIONAL EQUITY FUND
PILOT GROWTH AND INCOME FUND
PILOT EQUITY INCOME FUND
PILOT INTERMEDIATE U.S. GOVERNMENT SECURITIES FUND
PILOT U.S. GOVERNMENT SECURITIES FUND
PILOT INTERMEDIATE MUNICIPAL BOND FUND
PILOT MUNICIPAL BOND FUND
3435 STELZER ROAD
COLUMBUS, OH 43219
November 12, 1996
Dear Shareholders:
You are cordially invited to attend the combined special meeting of the
Pilot Small Capitalization Equity Fund, Pilot Short-Term U.S. Treasury Fund,
Pilot Short-Term Diversified Assets Fund, Pilot Short-Term Tax-Exempt
Diversified Fund, Pilot Missouri Short-Term Tax-Exempt Fund, Pilot Growth Fund,
Pilot Diversified Bond Income Fund, Pilot International Equity Fund, Pilot
Growth and Income Fund, Pilot Equity Income Fund, Pilot Intermediate U.S.
Government Securities Fund, Pilot U.S. Government Securities Fund, Pilot
Intermediate Municipal Bond Fund, and Pilot Municipal Bond Fund (each a "Fund"
and together, the "Funds") of The Pilot Funds (the "Trust"), which will be held
on December 18, 1996 at 10:00 a.m. at the offices of BISYS Fund Services, Inc.,
3435 Stelzer Rd., Columbus, Ohio. The matters to be acted upon are described in
the attached Notice and Proxy Statement.
On August 29, 1996, Boatmen's Bancshares, Inc. ("Bancshares"), the parent
of Boatmen's Trust Company ("Boatmen's), the Funds' investment adviser, entered
into an Agreement and Plan of Merger (the "Merger Agreement") with NationsBank
Corporation ("NationsBank"). The Merger Agreement provides that Bancshares will
merge with and into a wholly-owned subsidiary of NationsBank (the "Merger"). It
is currently expected that the Merger will be consummated in January, 1997.
NationsBank manages or otherwise oversees the investment of over $64
billion in assets belonging to a wide range of clients, including the Nations
Fund family of mutual funds, which funds had assets of $19 billion as of
September 30, 1996.
In anticipation of the Merger and to facilitate the investment management
of assets and the delivery of shareholder services to the Trust, the Trustees of
your Funds are proposing for your approval, new investment advisory arrangements
with Boatmen's and also, in the case of Pilot International Equity Fund, new
investment management arrangements with Kleinwort Benson Investment Management
Americas Inc.
Although we would like very much to have each shareholder attend the
meeting, we realize this is not possible. Whether or not you plan to be present,
we need your vote. We urge you to complete, sign and return the enclosed proxy
card or cards promptly. A postage-paid envelope is enclosed for this purpose.
If you return your proxy or proxies promptly you can help your Fund avoid
the expense of follow-up mailings to achieve a quorum. If your shares in a Fund
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 execute a proxy card
today. If you decide between now
<PAGE> 3
and the meeting that you can attend the meeting in person, you can revoke your
proxy at that time and vote your shares at the meeting.
We look forward to seeing you at the meeting or receiving your proxy so
that your shares may be voted at the meeting.
Sincerely,
/s/ William J. Tomko
-------------------------
William J. Tomko
President
The Pilot Funds
<PAGE> 4
THE PILOT FUNDS
PILOT SMALL CAPITALIZATION EQUITY FUND
PILOT SHORT-TERM U.S. TREASURY FUND
PILOT SHORT-TERM DIVERSIFIED ASSETS FUND
PILOT SHORT-TERM TAX-EXEMPT DIVERSIFIED FUND
PILOT MISSOURI SHORT-TERM TAX-EXEMPT FUND
PILOT GROWTH FUND
PILOT DIVERSIFIED BOND INCOME FUND
PILOT INTERNATIONAL EQUITY FUND
PILOT GROWTH AND INCOME FUND
PILOT EQUITY INCOME FUND
PILOT INTERMEDIATE U.S. GOVERNMENT SECURITIES FUND
PILOT U.S. GOVERNMENT SECURITIES FUND
PILOT INTERMEDIATE MUNICIPAL BOND FUND
PILOT MUNICIPAL BOND FUND
3435 STELZER ROAD
COLUMBUS, OH 43219
-----------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 18, 1996
-----------------------------------------------------------------
Notice is hereby given that a combined special meeting (the "Meeting") of
shareholders of Pilot Small Capitalization Equity Fund, Pilot Short-Term U.S.
Treasury Fund, Pilot Short-Term Diversified Assets Fund, Pilot Short-Term
Tax-Exempt Diversified Fund, Pilot Missouri Short-Term Tax-Exempt Fund, Pilot
Growth Fund, Pilot Diversified Bond Income Fund, Pilot International Equity
Fund, Pilot Growth and Income Fund, Pilot Equity Income Fund, Pilot Intermediate
U.S. Government Securities Fund, Pilot U.S. Government Securities Fund, Pilot
Intermediate Municipal Bond Fund, and Pilot Municipal Bond Fund (each a "Fund"
and together, the "Funds"), each of which is a series of The Pilot Funds (the
"Trust"), will be held at the offices of BISYS Fund Services, Inc., 3435 Stelzer
Rd., Columbus, Ohio, on December 18, 1996 at 10:00 a.m., Eastern time, for the
following purposes:
1A. To approve proposed new Investment Advisory Agreements between the
Trust, on behalf of each Fund, and Boatmen's Trust Company as set forth in
the accompanying Proxy Statement.
1B. To approve a proposed new Investment Management Agreement between
the Trust on behalf of Pilot International Equity Fund, Boatmen's Trust
Company, and Kleinwort Benson Investment Management Americas Inc. as
described in the accompanying proxy statement.
2. To ratify the selection of Arthur Andersen LLP as independent
certified public accountants for the Trust.
3. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Only shareholders of record of each Fund at the close of business on
October 31, 1996 (the "Record Date") are entitled to receive notice of and to
vote at the Meeting and at any adjournments thereof on matters relating to that
Fund.
At the Meeting on December 18, 1996, the matters specified in the
accompanying proxy statement will be voted upon. Only shareholders of the Funds
are being solicited for their proxies.
By Order of the Trustees,
/s/ George O. Martinez
--------------------------
George O. Martinez,
Secretary
<PAGE> 5
November 12, 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 PROPOSAL.
<PAGE> 6
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Proxy Statement....................................................................... 1
Summary of Proposals.................................................................. 3
Introduction.......................................................................... 4
Proposal 1A........................................................................... 5
Proposal 1B........................................................................... 9
Proposal 2............................................................................ 13
Miscellaneous Matters................................................................. 13
Voting Quorum....................................................................... 13
Solicitation of Proxies............................................................. 14
Voting Securities and Principal Holders Thereof..................................... 15
Other Information................................................................... 16
Other Business........................................................................ 16
Next Meeting of Shareholders.......................................................... 16
Exhibit A
Exhibit B
Exhibit C
Exhibit D
</TABLE>
<PAGE> 7
THE PILOT FUNDS
PILOT SMALL CAPITALIZATION EQUITY FUND
PILOT SHORT-TERM U.S. TREASURY FUND
PILOT SHORT-TERM DIVERSIFIED ASSETS FUND
PILOT SHORT-TERM TAX-EXEMPT DIVERSIFIED FUND
PILOT MISSOURI SHORT-TERM TAX-EXEMPT FUND
PILOT GROWTH FUND
PILOT DIVERSIFIED BOND INCOME FUND
PILOT INTERNATIONAL EQUITY FUND
PILOT GROWTH AND INCOME FUND
PILOT EQUITY INCOME FUND
PILOT INTERMEDIATE U.S. GOVERNMENT SECURITIES FUND
PILOT U.S. GOVERNMENT SECURITIES FUND
PILOT INTERMEDIATE MUNICIPAL BOND FUND
PILOT MUNICIPAL BOND FUND
3435 STELZER ROAD, COLUMBUS, OH 43219
-------------------------
PROXY STATEMENT
-------------------------
This proxy statement is furnished in connection with the solicitation of
proxies by The Pilot Funds (the "Trust") on behalf of its series, Pilot Small
Capitalization Equity Fund, Pilot Short-Term U.S. Treasury Fund, Pilot
Short-Term Diversified Assets Fund, Pilot Short-Term Tax-Exempt Diversified
Fund, Pilot Missouri Short-Term Tax-Exempt Fund, Pilot Growth Fund, Pilot
Diversified Bond Income Fund, Pilot International Equity Fund, Pilot Growth and
Income Fund, Pilot Equity Income Fund, Pilot Intermediate U.S. Government
Securities Fund, Pilot U.S. Government Securities Fund, Pilot Intermediate
Municipal Bond Fund, and Pilot Municipal Bond Fund (each a "Fund" and together,
the "Funds") to be used at the combined Special Meeting of shareholders of the
Funds and at any adjournments thereof (the "Meeting").
The Meeting is scheduled to be held on December 18, 1996 at 10:00 a.m.
Eastern time at the offices of BISYS Fund Services, Inc., 3435 Stelzer Rd.,
Columbus, Ohio. This proxy statement and the accompanying form of proxy are
being first mailed to shareholders of the Funds on or about November 12, 1996.
Copies of each Fund's most recent Annual Report are available without charge by
writing to the Trust at the address above or calling 1-800/71-PILOT.
At the Meeting on December 18, 1996, the matters specified in the
accompanying proxy statement will be voted upon. Only shareholders of the Funds
are being solicited for their proxies.
1
<PAGE> 8
The following shares of each Fund were outstanding on October 31, 1996 (the
"Record Date"):
<TABLE>
<S> <C>
Pilot Small Capitalization Equity Fund................................ 7,806,432
Pilot Short-Term U.S. Treasury Fund................................... 1,696,078,204
Pilot Short-Term Diversified Assets Fund.............................. 2,004,194,770
Pilot Short-Term Tax-Exempt Diversified Fund.......................... 400,157,286
Pilot Missouri Short-Term Tax-Exempt Fund............................. 202,250,698
Pilot Growth Fund..................................................... 5,237,035
Pilot Diversified Bond Income Fund.................................... 12,406,847
Pilot International Equity Fund....................................... 37,775,428
Pilot Growth and Income Fund.......................................... 76,526,132
Pilot Equity Income Fund.............................................. 11,053,909
Pilot Intermediate U.S. Government Securities Fund.................... 22,976,373
Pilot U.S. Government Securities Fund................................. 14,002,171
Pilot Intermediate Municipal Bond Fund................................ 21,014,753
Pilot Municipal Bond Fund............................................. 18,249,741
</TABLE>
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 see the discussion under the heading "Voting;
Quorum."
2
<PAGE> 9
SUMMARY OF PROPOSALS
The Meeting is being called to consider three separate proposals. One
proposal relates only to International Equity Fund. The table below summarizes
each proposal and identifies the Fund or Funds whose shareholders may vote on
that proposal:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
SHAREHOLDERS OF THE FOLLOWING
PROPOSAL NO. PROPOSAL FUNDS ARE ELIGIBLE TO VOTE
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
1A To approve a new investment advisory Pilot Small Capitalization Equity Fund,
agreement between Boatmen's Trust Pilot Short-Term U.S. Treasury Fund,
Company ("Boatmen's") and the Trust on Pilot Short-Term Diversified Assets
behalf of the applicable Fund Fund, Pilot Short-Term Tax-Exempt
Diversified Fund, Pilot Missouri
Short-Term Tax-Exempt Fund, Pilot
Growth Fund, Pilot Diversified Bond
Income Fund, Pilot International Equity
Fund, Pilot Growth and Income Fund,
Pilot Equity Income Fund, Pilot
Intermediate U.S. Government Securities
Fund, Pilot U.S. Government Securities
Fund, Pilot Intermediate Municipal Bond
Fund, and Pilot Municipal Bond Fund
- ------------------------------------------------------------------------------------------------
1B To approve a new investment management Pilot International Equity Fund
agreement among Boatmen's, Kleinwort ("International Equity Fund")
Benson Investment Management Americas
Inc. ("Kleinwort Benson"), and the
Trust on behalf of Pilot International
Equity Fund
- ------------------------------------------------------------------------------------------------
2 To ratify the selection of Arthur Pilot Small Capitalization Equity Fund,
Andersen LLP as independent certified Pilot Short-Term U.S. Treasury Fund,
public accountants for the Trust Pilot Short-Term Diversified Assets
Fund, Pilot Short-Term Tax-Exempt
Diversified Fund, Pilot Missouri
Short-Term Tax-Exempt Fund, Pilot
Growth Fund, Pilot Diversified Bond
Income Fund, Pilot International Equity
Fund, Pilot Growth and Income Fund,
Pilot Equity Income Fund, Pilot
Intermediate U.S. Government Securities
Fund, Pilot U.S. Government Securities
Fund, Pilot Intermediate Municipal Bond
Fund, and Pilot Municipal Bond Fund
- ------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 10
INTRODUCTION
The Proposed Merger. On August 29, 1996, Boatmen's Bancshares, Inc.
("Bancshares"), the parent of Boatmen's Trust Company ("Boatmen's), the Funds'
investment adviser, entered into an Agreement and Plan of Merger (the "Merger
Agreement") with NationsBank Corporation ("NationsBank"). Bancshares' principal
offices are located at One Boatmen's Plaza, 800 Market Street, St. Louis,
Missouri 62166. NationsBank's principal offices are located at 100 North Tryon
Center, Charlotte, North Carolina 28255. Boatmen's principal offices are located
at 100 North Broadway, St. Louis, Missouri 63178. The Merger Agreement provides,
among other things, for the merger of Bancshares with and into a wholly-owned
subsidiary of NationsBank, subject to the terms and conditions contained in the
Merger Agreement (the "Merger"). It is currently expected that the Merger will
be consummated in January, 1997, subject to the satisfaction of various
conditions of closing set forth in the Merger Agreement. Consummation of the
Merger is expected to result in one of the nation's largest bank holding
companies, with estimated assets of over $230 billion. As of September 30, 1996,
NationsBank was the nation's fifth largest bank holding company, with assets of
over $188 billion. As of the same date Bancshares assets were approximately $41
billion.
NationsBank is a publicly owned multibank holding company registered as a
bank holding company under the Federal Bank Holding Company Act of 1956, as
amended. NationsBank has informed the Trust that, based on filings with the
Securities and Exchange Commission (the "SEC"), no person beneficially owned
more than 10% of the outstanding shares of NationsBank's voting securities, as
of September 30, 1996.
NationsBank and its subsidiaries provide a broad range of financial
services to individuals and businesses through offices in 9 states. NationsBank
manages or otherwise oversees the investment of over $64 billion in assets
belonging to a wide range of clients, including the Nations Fund family of funds
which had assets of $19 billion as of September 30, 1996 and for which
NationsBank has served as investment adviser since .
As required by the Investment Company Act of 1940, as amended (the "1940
Act"), the current investment advisory agreement for each Fund (each, a "Current
Investment Advisory Agreement" and collectively, the "Current Investment
Advisory Agreements") pursuant to which Boatmen's provides investment advisory
services to the Fund provides for its automatic termination upon "assignment."
The current investment management agreement for International Equity Fund among
the Trust, Boatmen's, and Kleinwort Benson (the "Current Investment Management
Agreement") similarly complies with this requirement of the 1940 Act by
providing for termination of the agreement in the event of its assignment. The
1940 Act defines "assignment" to include any direct or indirect transfer or
hypothecation of a contract by the assignor, or of a controlling block of the
assignor's outstanding voting securities by a security holder of the assignor.
If the Merger is consummated, an indirect transfer to NationsBank of the
controlling block of the outstanding voting securities of Bancshares, Boatmen's
parent corporation, will occur, giving rise to an "assignment" of the Current
Investment Advisory Agreements and the Current Investment Management Agreement
within the meaning of the 1940 Act, necessitating shareholder approval of new
investment advisory and management arrangements.
Consummation of the Merger is subject to receipt of regulatory and
stockholder approvals, as well as other conditions set forth in the Merger
Agreement. No assurance can be given that the Merger will be consummated. The
Merger is not conditioned upon the approval by Fund shareholders of the
proposals with respect to investment advisory and management arrangements set
forth in this proxy statement. It is expected that the Merger will take place
whether or not the proposals with respect to investment advisory and management
arrangements described herein are approved by Fund shareholders.
If a new investment advisory agreement for a Fund is not approved by its
shareholders and the Merger is consummated, the Trustees will make other
investment advisory arrangements which, in their judgment, would be in the best
interest of the Fund and its shareholders until such time as shareholders
approve a new investment advisory agreement. If a new investment management
agreement is not approved by shareholders of International Equity Fund and the
Merger is consummated, the Trustees will take such further action as they deem
to be in the best interests of International Equity Fund. If the Merger is
consummated and shareholders of each Fund approve the proposed new investment
advisory arrangements with Boatmen's and
4
<PAGE> 11
the shareholders of International Equity Fund approve the new investment
management arrangements with Kleinwort Benson, Boatmen's and Kleinwort Benson
will continue in their current capacity as investment adviser and investment
manager, respectively. If the Merger is not consummated, the Funds' current
investment advisory arrangements with Boatmen's and International Equity Fund's
investment management arrangements with Kleinwort Benson will remain in place.
PROPOSAL 1A
APPROVAL OF THE PROPOSED
NEW INVESTMENT ADVISORY AGREEMENTS
INTRODUCTION
New Investment Advisory Agreements. In view of the Merger Agreement and the
factors discussed below, the Trustees of the Trust, including those Trustees who
are not "interested persons" (as defined in the 1940 Act) (the "Independent
Trustees") of the Trust, the Funds, or Boatmen's are proposing that shareholders
of each Fund approve for their Fund a new investment advisory agreement between
the Trust, on behalf of each Fund, and Boatmen's (each, a "New Investment
Advisory Agreement" and together, the "New Investment Advisory Agreements"), to
become effective upon the later of the consummation of the Merger, which, as
noted earlier, is expected to occur in January, 1997, or shareholder approval.
If the Merger is not consummated, the New Investment Advisory Agreements will
not become effective, and Boatmen's will continue to act as each Fund's
investment adviser pursuant to the current Agreements. Under the New Investment
Advisory Agreements, the same investment advisory fee schedule as currently in
effect for the Funds will remain in place, and Boatmen's will continue to
provide the Funds with the services it currently provides. The description of
the New Investment Advisory Agreements in this Proxy Statement is qualified in
its entirety by reference to the form of Investment Advisory Agreement attached
hereto as Exhibit A for all Funds except International Equity Fund and to the
form of Investment Advisory Agreement attached hereto as Exhibit B for
International Equity Fund.
Section 15(f) of the 1940 Act provides that an investment adviser to a
registered investment company may receive any amount or benefit in connection
with a sale of any interest in such adviser which results in an assignment of an
investment advisory contract if two conditions are satisfied. One condition is
that, for a period of three years after such assignment, at least 75% of the
Board of Trustees of the investment company cannot be "interested persons" (as
defined in the 1940 Act) of the new investment adviser or its predecessor. The
second condition is that no "unfair burden" (as defined in the 1940 Act) be
imposed on the investment company as a result of the assignment or any express
or implied terms, conditions or understandings applicable thereto. The parties
to the Merger Agreement intend to meet the foregoing safe harbor conditions.
5
<PAGE> 12
Current Investment Advisory Agreements. The chart below shows the date of
the Current Investment Advisory Agreement for each Fund, the date it was last
approved by Fund shareholders and the purpose for which the agreement was
submitted to shareholders for approval.
<TABLE>
<CAPTION>
DATE OF CURRENT INVESTMENT DATE FUND SHAREHOLDERS
FUND ADVISORY AGREEMENT APPROVED CURRENT AGREEMENT
- ------------------------------------------------ -------------------------- --------------------------
<S> <C> <C>
Pilot Small Capitalization Equity Fund.......... December 11, 1995 December 8, 1995(1)
Pilot Short-Term U.S. Treasury Fund............. July 1, 1995 May 24, 1995(2)
Pilot Short-Term Diversified Assets Fund........ July 1, 1995 May 24, 1995(2)
Pilot Short Term Tax-Exempt Diversified Fund.... July 1, 1995 May 24, 1995(3)
Pilot Missouri Short-Term Tax Exempt Fund....... July 1, 1995 May 24, 1995(3)
Pilot Growth Fund............................... May 8, 1996 October 17, 1996(1)
Pilot Diversified Bond Income Fund.............. May 8, 1996 October 17, 1996(1)
Pilot International Equity Fund................. July 12, 1993 November 30, 1995(4)
Pilot Growth and Income Fund.................... July 1, 1995 October 20, 1994(4)
Pilot Equity Income Fund........................ July 1, 1995 October 20, 1994(4)
Pilot Intermediate U.S. Government Securities
Fund.......................................... July 1, 1995 October 20, 1994(4)
Pilot U.S. Government Securities Fund........... July 1, 1995 October 20, 1994(4)
Pilot Intermediate Municipal Bond Fund.......... July 1, 1995 October 20, 1994(4)
Pilot Municipal Bond Fund....................... July 1, 1995 October 20, 1994(4)
</TABLE>
- ---------------
(1) Submitted for initial approval by BISYS Fund Services, Inc., the sole
shareholder of the Fund.
(2) Submitted to shareholders for approval of an increase in the advisory fee.
(3) Submitted to shareholders for approval of a change in investment adviser and
a change in the advisory fee.
(4) Submitted for initial approval by Fund shareholders.
During the fiscal year ended August 31, 1996 the Adviser received from the
Funds and the Adviser waived, respectively, the following advisory fees:
<TABLE>
<CAPTION>
ADVISORY FEES ADVISORY FEES
FUND PAID WAIVED
----------------------------------------------------------- ------------- -------------
<S> <C> <C>
Pilot Small Capitalization Equity Fund..................... 310,841 131,964
Pilot Short-Term U.S. Treasury Fund........................ 2,552,746 656,963
Pilot Short-Term Diversified Assets Fund................... 2,174,296 518,392
Pilot Short-Term Tax-Exempt Diversified Fund............... 787,053 145,549
Pilot Missouri Short-Term Tax-Exempt Fund.................. 466,582 0
Pilot Growth Fund.......................................... 0 0
Pilot Diversified Bond Income Fund......................... 0 0
Pilot International Equity Fund............................ 3,873,513 0
Pilot Growth and Income Fund............................... 1,184,210 395,403
Pilot Equity Income Fund................................... 910,255 314,789
Pilot Intermediate U.S. Government Securities Fund......... 717,666 410,522
Pilot U.S. Government Securities Fund...................... 555,098 215,525
Pilot Intermediate Municipal Bond Fund..................... 832,165 312,402
Pilot Municipal Bond Fund.................................. 761,069 170,236
</TABLE>
It is currently expected that if the proposed New Investment Advisory
Agreements are approved by the Funds' shareholders, any fee waiver policies
currently in effect will continue; however, shareholders should note that any
existing fee waivers may be discontinued at any time and without further notice,
except that
6
<PAGE> 13
Boatmen's has voluntarily agreed to limit the total operating expense ratios of
the Pilot Shares of Pilot Growth Fund, Pilot Growth and Income Fund, and Pilot
Diversified Bond Income Fund to 1.23%, 1.00%, and 0.96%, respectively, of each
Fund's average net assets until January 31, 1998.
COMPARISON OF THE NEW INVESTMENT ADVISORY AGREEMENTS AND THE CURRENT INVESTMENT
ADVISORY AGREEMENTS
Advisory Services. The management and advisory services to be provided by
Boatmen's under the New Investment Advisory Agreements are identical to those
currently provided by Boatmen's under the Current Investment Advisory
Agreements. Under each Agreement, Boatmen's manages a Fund's investment
portfolio, selecting investments, making purchases and sales and otherwise
supervising the Fund's investment program. Boatmen's also furnishes to the
Trustees periodic reports and such special reports as they may request.
Fees and Expenses. The investment advisory fees for the Funds under the
Current Investment Advisory Agreements and the New Investment Advisory
Agreements are set forth below.
Under both the New Investment Advisory Agreements and the Current
Investment Advisory Agreements, the investment advisory fee payable by each Fund
will remain the same and 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 fee
currently is, and under the proposed New Investment Advisory Agreements will be,
accrued daily and paid monthly.
The schedule of the compensation for investment advisory services currently
payable to Boatmen's under the Current Investment Advisory Agreement for each
Fund and the schedule of fees proposed to be paid to Boatmen's under the
proposed New Investment Advisory Agreement for each Fund are shown below
expressed as a percentage of a Fund's average net assets (without regard to any
fee waivers by the Adviser):
CURRENT AND PROPOSED INVESTMENT ADVISORY FEE SCHEDULE
<TABLE>
<CAPTION>
FUND ANNUAL FEE
-------------------------------------------------------------------------- ----------
<S> <C>
Pilot Small Capitalization Equity Fund.................................... 1.00%
Pilot Short-Term U.S. Treasury Fund....................................... .15
Pilot Short-Term Diversified Assets Fund.................................. .15
Pilot Short-Term Tax-Exempt Diversified Fund.............................. .20
Pilot Missouri Short-Term Tax-Exempt Fund................................. .20
Pilot Growth Fund......................................................... .75
Pilot Diversified Bond Income Fund........................................ .55
Pilot International Equity Fund........................................... .80
Pilot Growth and Income Fund.............................................. .75
Pilot Equity Income Fund.................................................. .75
Pilot Intermediate U.S. Government Securities Fund........................ .55
Pilot U.S. Government Securities Fund..................................... .55
Pilot Intermediate Municipal Bond Fund.................................... .55
Pilot Municipal Bond Fund................................................. .55
</TABLE>
Each Fund is responsible for all expenses incurred by it, other than those
expressly borne by Boatmen's, BISYS Fund Services Limited Partnership ("BISYS"),
the Trust's administrator and a wholly owned subsidiary of the BISYS Group,
Inc., Pilot Funds Distributors, Inc. ("PFD"), the distributor of each Fund's
shares and a wholly-owned subsidiary of The BISYS Group, Inc., BISYS Fund
Services, Inc. (the "Transfer Agent"), the Trust's transfer agent and a wholly
owned subsidiary of the BISYS Group, Inc., and, in the case of International
Equity Fund, Kleinwort Benson under the Advisory, Distribution, Administration
and Transfer Agency, and Investment Management Agreements, respectively. Such
expenses include, without limitation, the fees payable to Boatmen's, BISYS, PFD,
and the Transfer Agent, fees and expenses incurred in connection with membership
in investment company organizations, fees and expenses of a Fund's custodian and
fund accounting agent, brokerage fees and commissions, any portfolio losses,
filing fees for the registration
7
<PAGE> 14
or qualification of Fund shares under federal or state securities laws, expenses
of the organization of a Fund, taxes, interest, costs of liability insurance,
fidelity bonds, indemnification or contribution, any costs, expenses or losses
arising out of any liability of, or claim for damages or other relief asserted
against, a Fund for violation of any law, legal and auditing and tax fees and
expense, expenses of preparing and setting in type prospectuses, statements of
additional information, proxy materials, reports and notices and the printing
and distribution of the same to Fund shareholders and regulatory authorities,
compensation and expenses of the Trustees and extraordinary expense incurred by
a Fund. If in any fiscal year, the sum of a Fund's expenses (excluding taxes,
interest, brokerage and extraordinary expenses such as for litigation) exceeds
the expense limitations applicable to the Fund imposed by state securities
administrators, as such limitations may be lowered or raised from time to time,
under both its Current and New Investment Advisory Agreements a Fund is entitled
to be reimbursed on a pro rata basis based on Boatmen's share of the fees paid
by the Fund to Boatmen's for investment advisory services, to the extent
required by these expense limitations.
Limitations of Liability. Each Current Investment Advisory Agreement and
proposed New Investment Advisory Agreement provides that, subject to Section 36
of the 1940 Act to the extent applicable, Boatmen's shall not be liable to the
Trust for any error of judgment or mistake of law or for any loss suffered by
the Trust in matters related to the Agreement except a loss resulting from
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties under the Agreement.
Term. The proposed New Investment Advisory Agreement between each Fund and
Boatmen's will become effective upon the later to occur of (1) shareholder
approval or (2) consummation of the Merger, which is currently expected to occur
in January, 1997. Following effectiveness, each New Investment Advisory
Agreement will continue in effect until May 31, 1997, and thereafter will
continue from year to year, provided that continuation is specifically approved
at least annually, in the manner required by the 1940 Act. The 1940 Act requires
that each New Investment Advisory Agreement and any renewal thereof be approved
by a vote of a majority of Trustees of the Trust who are not parties thereto or
interested persons (as defined in the 1940 Act) of any such party, cast in
person at a meeting duly called for the purpose of voting on such approval, and
by a vote of the Trustees of the Trust or a majority of the outstanding voting
securities of the applicable Fund. A vote of a majority of the outstanding
voting securities of a Fund is defined in the 1940 Act to mean a vote of the
lesser of (i) more than 50% of the outstanding voting securities of the Fund or
(ii) 67% or more of the voting securities which are present or represented by
proxy if holders of more than 50% of the shares of the Fund outstanding are
present, in person or by proxy. The Current Investment Advisory Agreement
contains comparable provisions.
Termination; Assignments. Each Current Investment Advisory Agreement and
proposed New Investment Advisory Agreement provides that it may be terminated
without penalty upon 60 days' written notice by a majority of the Trustees or by
the affirmative vote of the holders of a "majority of the outstanding voting
securities" (as defined in the 1940 Act) of the applicable Fund or by Boatmen's
on 60 days' written notice to the Trust. Also, each proposed New Investment
Advisory Agreement will automatically terminate in the event of its "assignment"
(as defined in the 1940 Act).
INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER
Boatmen's. Founded in 1889, Boatmen's, a trust company organized under the
laws of Missouri, provides a broad range of trust and investment services for
individuals, privately and publicly held businesses, governmental units, pension
and profit sharing plans and other institutions and organizations. As of
September 30, 1996, Boatmen's and its affiliates managed $83.2 billion in assets
($42.7 billion over which they had investment discretion and $40.5 billion over
which they did not have investment discretion).
Attached to this Proxy Statement as Exhibit D is a table that provides
information with respect to the current directors and principal executive
officers of Boatmen's.
In addition to serving as each Fund's investment adviser, Boatmen's also
acts as each Fund's custodian pursuant to a contract dated May 4, 1996. As
custodian, Boatmen's is responsible for holding the investments purchased by
each Fund. For the fiscal year ended August 31, 1996, Boatmen's received
$258,546 from the
8
<PAGE> 15
Funds for its services as custodian. Regardless of whether a Fund's shareholders
approve the New Investment Advisory Agreement with respect to a Fund, it is
currently anticipated that Boatmen's will continue to serve as each Fund's
custodian.
Transactions with Affiliated Brokers. For the fiscal year ended August 31,
1996, no brokerage commissions were paid to any broker that is (i) an
"affiliated" person of the Trust, as defined in the 1940 Act; (ii) an affiliated
person of such person; or (iii) an affiliated person of which is an affiliated
person of the Trust, its principal underwriter, its investment adviser, or its
administrator.
TRUSTEE CONSIDERATIONS AND RECOMMENDATION.
On October 22, 1996, the Trustees, including all of the Independent
Trustees, met to consider a proposal to approve the New Investment Advisory
Agreement for each Fund. In preparation for the meeting, the Trustees were
provided with a variety of information about Boatmen's and NationsBank,
including: (i) information about the Merger; (ii) financial information relating
to NationsBank; (iii) information concerning NationsBank personnel who are
currently expected to become involved in the investment management function at
Boatmen's following the Merger; and (iv) information relating to NationsBank's
investment advisory and other activities, including information regarding other
registered investment companies advised by NationsBank and its affiliates. At
the meeting, the Trustees were informed that NationsBank has no present
intention of changing the investment management personnel responsible for the
Pilot Funds, the distribution and service arrangement for the Funds, or the
voluntary fee waivers and expense reimbursement commitments currently in place.
In the course of their deliberations, the Trustees also considered information
presented to them in May 1996 in connection with their consideration of the
Current Investment Advisory Agreements, and were advised by Boatmen's that since
May 1996 there had been no material changes in Boatmen's financial condition,
personnel or business operations that would materially adversely affect its
ability to provide investment advisory services to the Funds. In addition, the
Trustees noted the general reputation of NationsBank, that the term of each
agreement will not change and, therefore that the Trustees will have the
opportunity to review each New Investment Advisory Agreement again in May 1997,
and that the terms and conditions of the New Investment Advisory Agreement for
each Fund, including services provided and fees charged for these services, are
identical to the Current Investment Advisory Agreement. The Trustees also noted
the advantages to each Fund of maintaining Boatmen's as the Fund's adviser,
which will provide continued access to the demonstrated skills and capability of
Boatmen's staff, and the disadvantages of changing the adviser, which would
result in shareholder confusion and portfolio disruptions.
Based on these considerations, the Trustees determined that each Fund's New
Investment Advisory Agreement is in the Fund's and its shareholders' best
interests. Accordingly, the Trustees, including the Independent Trustees,
unanimously voted to approve the New Investment Advisory Agreement for each Fund
and to submit the Agreement to shareholders for approval. THE TRUSTEES RECOMMEND
THAT THE SHAREHOLDERS OF EACH FUND VOTE TO APPROVE THE PROPOSED NEW INVESTMENT
ADVISORY AGREEMENT FOR THEIR FUND.
PROPOSAL 1B
APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENT BETWEEN THE TRUST, ON
BEHALF OF PILOT INTERNATIONAL EQUITY FUND, KLEINWORT BENSON INVESTMENT
MANAGEMENT AMERICAS INC. AND BOATMEN'S TRUST COMPANY.
Introduction and Discussion. In view of the Merger discussed above and the
considerations discussed below, the Trustees of the Trust, including those
Trustees who are not "interested persons" (as defined in the 1940 Act) (the
"Independent Trustees") of the Trust, Pilot International Equity Fund (the
"Fund"), Kleinwort Benson Investment Management Americas Inc. ("Kleinwort
Benson") or Boatmen's are proposing that shareholders of the Fund approve a new
investment management agreement among the Trust, on behalf of the Fund,
Kleinwort Benson, and Boatmen's (the "New Investment Management Agreement"), to
become
9
<PAGE> 16
effective upon the later of the consummation of the Merger, which, as noted
earlier, is expected to occur in January, 1997, or shareholder approval. The
current investment management agreement dated August 1, 1995 (the "Current
Investment Management Agreement") was approved by shareholders in anticipation
of the acquisition of Kleinwort Benson Group plc, the parent of Kleinwort
Benson, by Dresdner Bank AG. Pursuant to the Current Investment Management
Agreement, Kleinwort Benson manages the Fund's investment operations and the
composition of the Fund's assets in accordance with the Fund's stated policies
under Boatmen's supervision and subject to the oversight of the Board. Because
Boatmen's is a party to the Current Investment Management Agreement, upon the
effectiveness of the Merger, the Current Investment Management Agreement will by
its terms terminate. Under the New Investment Management Agreement, Kleinwort
Benson will continue to provide the Funds with the services it currently
provides and will continue to be paid by Boatmen's under the same fee schedule
in effect under the Current Investment Management Agreement. If the Merger is
not consummated, the New Investment Management Agreement will not become
effective, and Kleinwort Benson will continue to act as the Fund's investment
manager pursuant to the Current Investment Management Agreement.
The Current and New Investment Management Agreements. As indicated above,
the Current and New Investment Management Agreements are identical in all
material respects except for the date of effectiveness and initial term. A copy
of the New Investment Management Agreement in the form being presented for
approval, and as approved by the Board, is set forth as Exhibit C to this Proxy
Statement.
Under the terms of both the Current and New Investment Management
Agreements, Kleinwort Benson manages the Fund's investment operations and the
composition of the Fund's assets in accordance with the Fund's stated policies,
under the supervision of Boatmen's and subject to oversight by the Board.
Kleinwort Benson is also responsible for making investment decisions for the
Fund, placing purchase and sale orders and providing research, statistical
analysis and continuous supervision of the Fund's investment portfolio.
As compensation for Kleinwort Benson's services, both the Current and New
Investment Management Agreements provide that Kleinwort Benson is entitled to a
fee paid by Boatmen's directly out of Boatmen's advisory fee computed daily and
payable monthly, at an annual rate equal to .40 of 1% up to $325,000,000 of the
Fund's average daily net assets and .25 of 1% of such assets in excess of
$325,000,000, on an annualized basis. Prior to June 1, 1995, Kleinwort Benson
was entitled to a fee, computed daily and payable monthly at an annual rate
equal to .80 of 1% of the Fund's average daily net assets up to $65,000,000, .40
of 1% of such assets in excess of $65,000,000, up to $325,000,000 and .25 of 1%
of such assets in excess of $325,000,000. All fees and expenses are accrued
daily and deducted before declaration of dividends to shareholders. For the
fiscal year ended August 31, 1994, the fee paid by Boatmen's to Kleinwort Benson
was $1,465,815 which equaled .48 of 1% of the Fund's average daily net assets.
For the fiscal year ended August 31, 1995, the fee paid by Boatmen's to
Kleinwort Benson was $1,535,377, which equaled .43 of 1% of the Fund's average
daily net assets. The rate used to determine fees payable pursuant to the New
Investment Management Agreement is identical to the rate in the Current
Investment Management Agreement. For the fiscal year ended August 31, 1996, the
fee paid by Boatmen's to Kleinwort Benson was $1,698,407, which equaled .34 of
1% of the Fund's average daily net assets.
The Fund is responsible for all expenses incurred by it, other than those
expressly borne by Boatmen's, Kleinwort Benson, BISYS Fund Services Limited
Partnership ("BISYS"), the Trust's administrator and a wholly owned subsidiary
of the BISYS Group, Inc., Pilot Funds Distributors, Inc. ("PFD"), the
distributor of the Fund's shares and a wholly-owned subsidiary of The BISYS
Group, Inc., and BISYS Fund Services, Inc. (the "Transfer Agent"), the Trust's
transfer agent and a wholly owned subsidiary of the BISYS Group, Inc., under the
Advisory, Investment Management, Distribution, Administration and Transfer
Agency Agreements, respectively. Such expenses include, without limitation, the
fees payable to Boatmen's, BISYS, PFD, and the Transfer Agent, fees and expenses
incurred in connection with membership in investment company organizations, fees
and expenses of the Fund's custodian and fund accounting agent, brokerage fees
and commissions, any portfolio losses, filing fees for the registration or
qualification of the Fund's shares under federal or state securities laws,
expenses of the organization of the Fund, taxes, interest, costs of liability
insurance, fidelity bonds, indemnification or contribution, any costs, expenses
or losses arising out of any
10
<PAGE> 17
liability of, or claim for damages or other relief asserted against, the Fund
for violation of any law, legal and auditing and tax fees and expense, expenses
of preparing and setting in type prospectuses, statements of additional
information, proxy materials, reports and notices and the printing and
distribution of the same to the Fund's shareholders and regulatory authorities,
compensation and expenses of the Trustees and extraordinary expense incurred by
the Fund.
The New Investment Management Agreement will continue until May 31, 1997
and automatically thereafter for successive annual periods, provided such
continuance is specifically approved at least annually by (i) the Board or (ii)
vote of a majority (as defined in the 1940 Act) of the Fund's outstanding voting
securities and further provided, that in either event its continuance also is
approved by a majority of the Board members who are not "interested persons" (as
defined in the 1940 Act) of any party to the New Investment Management Agreement
by a vote cast in person at a meeting called for the purpose of voting on such
approval. The New Investment Management Agreement may be terminated without
penalty, (a) by the Trust pursuant to the vote of a majority of the Trustees of
the Trust or the vote of the holders of a majority of the Fund's outstanding
voting securities or by Boatmen's, on 60 days' written notice to Kleinwort
Benson, or (b) by Kleinwort Benson upon not less than 60 days' written notice to
the Trust and to Boatmen's. The New Investment Management Agreement will
terminate automatically in the event of its assignment (as defined in the 1940
Act). The provisions noted above relating to continuation and termination of the
Investment Management Agreement are identical in the Current and New Investment
Management Agreements.
The Current and New Investment Management Agreements both provide that
subject to the 1940 Act, Kleinwort Benson will not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund, except
liability to the Fund or its shareholders to which Kleinwort Benson would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of, or its reckless disregard of, its obligations
and duties under the respective Investment Management Agreement. The agreements
also provide that the Fund will indemnify Kleinwort Benson against certain
liabilities under federal securities and other laws, or, in lieu thereof,
contribute to losses resulting from such liabilities.
More Information About the Fund's Investment Manager. Kleinwort Benson,
located at 200 Park Avenue, New York, New York 10166, is the U.S. registered
investment management subsidiary of the London-based Kleinwort Benson Group plc
("KB Group"), a holding company for a merchant banking group whose origins date
back to 1792. KB Group and its subsidiaries including Kleinwort Benson are
wholly owned subsidiaries of Dresdner Bank AG ("Dresdner"). Dresdner is the
second largest bank in Germany, where it has a leading position in both
commercial and investment banking, and is also one of the largest banking groups
in Europe. Dresdner's headquarters are located at Jurgen-Ponto-Platz 1,
Frankfurt/Main, Germany. Dresdner has offices in over 60 countries worldwide,
including all main financial centers, and has over 46,000 employees, including
those employed by the former KB Group. At June 30, 1996, Dresdner's total assets
were approximately US$346 billion and its stockholders' equity was approximately
US$9 billion.
Kleinwort Benson has offices in London, Hong Kong and Tokyo and may utilize
the general expertise of KB Group, its indirect corporate parent, and its
affiliates in respect of, for example, economic analyses and predictions and
market developments and trends. Since it commenced operations in 1980, Kleinwort
Benson has managed investment accounts, primarily for institutions in North
America, comprised of equity, fixed income and balanced portfolios. These
portfolios generally consist principally of foreign securities. As of September
30, 1996, Kleinwort Benson had approximately $1.5 billion of assets under
management.
11
<PAGE> 18
The following persons are the principal executive officers and the
directors of Kleinwort Benson:
<TABLE>
<CAPTION>
NAME/ADDRESS TITLE PRINCIPAL OCCUPATION
- ----------------------- ----------------------------- --------------------------------
<S> <C> <C>
Peter J. Ellis Director and Chairman Director, Kleinwort Benson
10 Fenchurch Street Investment Management
London, England Ltd.
John L. Duffy Director and Chief Operating Director, Kleinwort Benson
10 Fenchurch Street Officer Investment Management Ltd.
London, England
Francis M. Harte Director Senior Vice President and
75 Wall Street Chief Financial Officer,
New York, NY 10005 Dresdner Kleinwort Benson North
America LLC
Jerome S. Pilpel Director and Corporate Senior Vice President and
75 Wall Street Secretary Director of Compliance,
New York, NY 10005 Dresdner Kleinwort Benson North
America LLC
Lauren R. Teel Director Senior Vice President,
200 Park Avenue Kleinwort Benson
New York, NY 10166
</TABLE>
Transactions with Affiliated Brokers. For the fiscal year ended August 31,
1996, no brokerage commissions were paid to any broker that is (i) an
"affiliated" person of the Trust, as defined in the 1940 Act; (ii) an affiliated
person of such person; or (iii) an affiliated person of which is an affiliated
person of the Trust, its principal underwriter, its investment adviser, or its
administrator.
TRUSTEE CONSIDERATIONS AND RECOMMENDATION.
On October 22, 1996, the Trustees, including all of the Independent
Trustees, met to consider a proposal to approve the New Investment Management
Agreement for the Fund. In the course of their deliberations, the Trustees
considered the following: (i) the fact that the Merger will have no effect on
Kleinwort Benson or on Boatmen's obligations under the New Investment Management
Agreement; (ii) the factors noted in the previous proposal with respect to
NationsBank, Boatmen's and the approval of the New Investment Advisory Agreement
for the Fund; (iii) information presented to the Board of Trustees in May 1996
in connection with their consideration of the Current Investment Management
Agreement and Kleinwort Benson's representation that, since the Trustees
approved the continuation of the Current Investment Management Agreement, there
have been no material changes in Kleinwort Benson's financial condition,
personnel, or business operations which would materially adversely affect its
ability to provide investment management services to the Fund; (iv) the fact
that the terms and conditions of the New Investment Management Agreement,
including services provided, are identical to those of the Current Investment
Management Agreement; (v) the potential benefits to the Fund of maintaining
continued access to the demonstrated skills and capability of the staff of
Kleinwort Benson; and (vi) the disruption to Fund operations that might result
from a change in its investment manager.
Based on these considerations, the Trustees determined that the New
Investment Management Agreement is in the Fund's and its shareholders' best
interests. Accordingly, the Trustees, including the Independent Trustees,
unanimously voted to approve the New Investment Management Agreement and to
submit the Agreement to shareholders for approval. THE TRUSTEES RECOMMEND THAT
SHAREHOLDERS VOTE TO APPROVE THE PROPOSED NEW INVESTMENT MANAGEMENT AGREEMENT.
12
<PAGE> 19
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Trust's current Trustees have selected Arthur Andersen LLP as the
independent certified public accountants for the Trust for the fiscal year
ending August 31, 1997. Arthur Andersen LLP has acted as independent certified
public accountants with respect to the Funds since the Trust's inception. Arthur
Andersen LLP has advised the Trust that it has no direct or indirect financial
interest in any of the Funds or in the Trust. Arthur Andersen LLP also acts as
independent public accountants for other investment companies and series of
investment companies. If the 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 their Fund's financial statements, the Trust will arrange
for a representative of Arthur Andersen LLP to be available at the Meeting to
respond to appropriate questions. If sufficient votes to approve this proposal
are not obtained, the Trustees will consider what action, if any, to take.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOR OF THE RATIFICATION
OF THE SELECTION OF ARTHUR ANDERSEN LLP AS THE TRUST'S INDEPENDENT ACCOUNTANTS.
MISCELLANEOUS MATTERS
VOTING; QUORUM
Each share of each Fund is entitled to one vote on each matter submitted to
a vote of the shareholders of the Fund at the Meeting; no shares have cumulative
voting rights. A proxy to vote shares held by two or more persons (whether as
joint tenants, co-fiduciaries or otherwise) will be voted as executed by any one
of them unless a specific written notice to the contrary has been received by
the Trust.
Shares represented by duly appointed proxies in the form included with this
Proxy Statement will be voted in accordance withe 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 Trust, by properly executing a later-dated proxy or by attending the
Meeting and voting in person. The Funds will require broker-dealer firms,
custodians, nominees and fiduciaries to forward proxy material to the beneficial
owners of the shares of record held by such persons. Boatmen's will reimburse
such persons for their reasonable expenses incurred in connection with such
proxy solicitation. Votes cast by proxy or in person will be counted by persons
appointed by the Fund to act as proxies for the Meeting.
Approval of the proposals regarding the proposed New Investment Advisory
Agreements and the proposed New Investment Management Agreement for
International Equity Fund requires, with respect to a Fund, the affirmative vote
of (i) 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 (ii) more
than 50% of the outstanding shares of the Fund on the Record Date, whichever is
less. Approval of the proposal regarding the ratification of the selection of
Arthur Andersen LLP as independent certified public accountants of the Trust
requires the approval of a majority of votes cast. If any other business comes
before the Meeting, the persons named as proxies intend to take such actions as
they consider to be in the best interests of shareholders of each Fund.
A quorum for the transaction of business at the Meeting is constituted with
respect to a Fund 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 the Trust as a whole by the presence in person or by proxy of the
holders of not less than a majority of the outstanding shares of the 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, of the Trust) is not
present or if a quorum of a Fund (or, as the case may be, the Trust) is present
but sufficient votes in favor of a Proposal or Proposals
13
<PAGE> 20
described in this Proxy Statement have not been received, the persons named as
proxies may propose one or more adjournments of the Meeting with respect to a
Fund or with respect to the Trust as a whole to permit further solicitation of
proxies. 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, 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
shareholders. An adjourned session or sessions may be held, within a reasonable
time after the date set for the original meeting, without the necessity of
further notice.
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 a
percentage of "votes cast" on the Proposal (i.e., Proposal 2), abstentions and
broker non-votes will not be counted as "votes cast" on the Proposal and will
have no effect on the result of the vote. If a Proposal must be approved by (i)
a percentage of voting securities present at the Meeting or (ii) a majority of
the shares issued and outstanding (i.e., Proposals 1A and 1B), 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 costs of the solicitation, including the cost of the Meeting and the
cost of printing, assembling and mailing the proxy materials, will be borne by
Boatmen's.
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 Boatmen's or its affiliates or other representatives
retained by Boatmen's (who will not be paid by the Trust for these solicitation
activities). It is not currently anticipated that the proxies will be solicited
by any representatives other than officers and employees of Boatmen's and its
affiliates. Shareholders who are contacted by a representative may be asked to
cast their vote by telephonic proxy. Such proxies will be recorded in accordance
with procedures set forth below. The Trust 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.
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 you provide agrees
with the information provided on record with the Trust, then the representative
will explain the process, read the Proposals listed on 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, a letter or mailgram will be sent to you confirming
your vote and asking you 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 may still 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.
14
<PAGE> 21
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The only voting securities of each Fund are its shares of beneficial
interest, par value $0.001 per share. As of the Record Date, the Trustees and
officers of the Trust owned as a group less than 1% of the outstanding voting
securities of the Funds.
As of the Record Date the following shareholders owned beneficially 5% or
more of the shares of a class of a Fund:
PILOT SMALL CAPITALIZATION EQUITY FUND
<TABLE>
<CAPTION>
NAME AND AMOUNT AND PERCENT
ADDRESS OF NATURE OF OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- -------------- -------------------------------------------- -------------------- -------
<S> <C> <C> <C>
Pilot Sam E. Woods Irrevocable Trust 477,501.364 6.66
c/o Boatmen's Trust Company Beneficial
100 N. Broadway
St. Louis, Missouri 63178
</TABLE>
PILOT GROWTH FUND
<TABLE>
<CAPTION>
NAME AND AMOUNT AND PERCENT
ADDRESS OF NATURE OF OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- -------------- -------------------------------------------- -------------------- -------
<S> <C> <C> <C>
Pilot Boatmen's Bancshares Retirement Plan Trust 385,650.273 7.36
100 N. Broadway Beneficial
St. Louis, Missouri 63178
</TABLE>
PILOT DIVERSIFIED BOND INCOME FUND
<TABLE>
<CAPTION>
NAME AND AMOUNT AND PERCENT
ADDRESS OF NATURE OF OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- -------------- -------------------------------------------- -------------------- -------
<S> <C> <C> <C>
Pilot Boatmen's Bancshares Retirement Plan Trust 912,282.777 7.36
100 N. Broadway Beneficial
St. Louis, Missouri 63178
</TABLE>
PILOT INTERNATIONAL EQUITY FUND
<TABLE>
<CAPTION>
NAME AND AMOUNT AND PERCENT
ADDRESS OF NATURE OF OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- -------------- -------------------------------------------- -------------------- -------
<S> <C> <C> <C>
Pilot Union Electric Retirement Trust 2,819,452.385 7.86
c/o Boatmen's Trust Company Beneficial
100 N. Broadway
St. Louis, Missouri 63178
Pilot Boatmen's Bancshares Retirement Plan Trust 2,466,375.963 6.88
100 N. Broadway Beneficial
St. Louis, Missouri 63178
</TABLE>
15
<PAGE> 22
PILOT U.S. GOVERNMENT SECURITIES FUND
<TABLE>
<CAPTION>
NAME AND AMOUNT AND PERCENT
ADDRESS OF NATURE OF OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- -------------- -------------------------------------------- -------------------- -------
<S> <C> <C> <C>
Pilot Souers Charitable Trust 1,354,427.662 9.82
c/o Boatmen's Trust Company Beneficial
100 N. Broadway
St. Louis, Missouri 63178
</TABLE>
PILOT MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
NAME AND AMOUNT AND PERCENT
ADDRESS OF NATURE OF OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- -------------- -------------------------------------------- -------------------- -------
<S> <C> <C> <C>
Pilot Boatmen's Trust Co. of St. Louis 1,403,775.186 7.86
100 N. Broadway
St. Louis, Missouri 63178
</TABLE>
Boatmen's holds Fund shares in a variety of capacities. Boatmen's has
advised the Trust that it currently anticipates it will vote shares held in
trust or other fiduciary accounts over which it has voting power as follows: (a)
with respect to Fund shares held in any trust or other fiduciary account over
which Boatmen's has voting power as a co-fiduciary, Boatmen's will not
participate in any decision by the other fiduciaries of such account with regard
to the proposals presented in this Proxy Statement; (b) with respect to Fund
shares held in any trust or other fiduciary account for which Boatmen's has sole
voting power, Boatmen's will pass voting power through to an owner, plan sponsor
or independent thirty party fiduciary to the extent such action is permissible;
and (c) with respect to all other fiduciary accounts, Boatmen's will vote Fund
shares in the same manner and proportion as all other Fund shares are voted.
OTHER INFORMATION
Pursuant to an Administration Agreement dated June 1, 1996 between the
Trust and BISYS Fund Services Limited Partnership ("BISYS"), BISYS acts as the
Administrator for the Funds. Pilot Funds Distributors, Inc., ("PFD") an
affiliate of BISYS, acts as the Funds' Distributor. Both BISYS and PFD have
their principal offices at 3435 Stelzer Road, Columbus, OH 43219.
OTHER BUSINESS
The Board of Trustees knows of no other business to be brought before the
Meeting. If any other business should come before the Meeting, the persons named
as proxies will vote thereon in accordance with their best judgment.
NEXT MEETING OF SHAREHOLDERS
The Trust is not required to and does 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 the 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 Trust at its office a reasonable time prior to the Trust's solicitation
of proxies relating to such 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.
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE.
16
<PAGE> 23
EXHIBIT A
The form of advisory agreement below for Pilot Small Capitalization Equity
Fund, Pilot Growth Fund, Pilot Diversified Bond Income Fund, Pilot Growth and
Income Fund, Pilot Equity Income Fund, Pilot Intermediate U.S. Government
Securities Fund, Pilot U.S. Government Securities Fund, Pilot Intermediate
Municipal Bond Fund, Pilot Municipal Bond Fund, Pilot Short-Term U.S. Treasury
Fund, Pilot Short-Term Diversified Assets Fund, Pilot Missouri Short-Term
Tax-Exempt Fund, and Pilot Short-Term Tax-Exempt Diversified Fund does not
contain Fund names or advisory fee rates. The advisory fee rate for each Fund
appears in Appendix A to the Agreement across from the Fund's name.
FORM OF
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this day of , 199 between THE PILOT FUNDS, a
Massachusetts business trust (the "Trust"), on behalf of the Pilot
Fund, and BOATMEN'S TRUST COMPANY, a Trust Company organized under
the laws of Missouri (the "Adviser").
W I T N E S S E T H:
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust is authorized to issue Units of beneficial interest
(hereafter referred to as "Shares") in separate series with each such series
representing the interests in a separate portfolio of securities and other
assets;
WHEREAS, the Trust has established and presently offers (or intends to
offer) Shares of beneficial interest in a portfolio currently known as the Pilot
Fund (the "Portfolio"); and
WHEREAS, the Trust desires to retain the Adviser to render investment
advisory services to the Trust with respect to the Portfolio as indicated herein
and the Adviser is willing to so render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. Appointment of Adviser. The Trust hereby appoints the Adviser to
act as investment adviser to the Trust and the Portfolio for the periods
and on the terms herein set forth. The Adviser accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided.
2. Delivery of Documents. The Trust has delivered (or will deliver as
soon as is possible) to the Adviser copies of each of the following
documents:
(a) Agreement and Declaration of Trust of the Trust dated as of
July 15, 1982 (such Agreement and Declaration of Trust, as presently in
effect and as amended from time to time, is herein called the "Trust
Agreement" or the "Declaration") copies of which are also on file with
the Secretary of the Commonwealth of Massachusetts;
(b) By-Laws of the Trust (such By-Laws, as presently in effect and
as amended from time to time, are herein called the "By-Laws");
(c) Certified resolutions of the Shareholder(s) and the Trustees of
the Trust approving the terms of this Agreement;
(d) Custodian Agreement (including related fee schedule) dated May
4, 1996 between the Trust and Boatmen's Trust Company (such Agreement,
as presently in effect and as amended and/or superseded from time to
time, is herein called the "Custodian Agreement");
(e) Prospectuses and Statements of Additional Information of the
Trust with respect to the Portfolio as currently in effect (such
Prospectuses and Statements of Additional Information, as
A-1
<PAGE> 24
currently in effect and as amended, supplemented and/or superseded from
time to time, is herein called the "Prospectus"); and
(f) Registration Statement of the Trust under the Securities Act of
1933, as amended (the "1933 Act"), and the 1940 Act on Form N-1 as filed
with the Securities and Exchange Commission (the "Commission") on July
16, 1982, and as amended on Form N-1A (such Registration Statement, as
presently in effect and as amended from time to time, is herein called
the "Registration Statement").
The Trust agrees to promptly furnish the Adviser from time to time with
copies of all amendments of or supplements to or otherwise current versions of
any of the foregoing documents not heretofore furnished.
3. Duties of Adviser.
(a) Subject to the general supervision of the Trustees of the
Trust, the Adviser shall manage the investment operations of the
Portfolio and the composition of the Portfolio's assets, including the
purchase, retention and disposition thereof. In this regard, the
Adviser:
(i) shall provide supervision of the Portfolio's assets, furnish
a continuous investment program for the Portfolio, determine from
time to time what investments or securities will be purchased,
retained or sold by the Portfolio, and what portion of the assets
will be invested or held uninvested as cash;
(ii) shall place orders with broker-dealers, foreign currency
dealers, futures commissions merchants or others pursuant to the
Adviser's determinations in accordance with the Portfolio's policies
as expressed in the Registration Statement; and
(iii) may, on occasions when it deems the purchase or sale of a
security to be in the best interests of the Portfolio as well as its
other customers (including any other Portfolio or any other
investment company or trust or advisory account for which the Adviser
acts as adviser), aggregate, to the extent permitted by applicable
laws and regulations, the securities to be sold or purchased in order
to obtain the best net price and the most favorable execution. In
such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the
Adviser in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Portfolio and to
such other customers.
(b) The Adviser, in the performance of its duties hereunder,
shall act in conformity with the Trust Agreement, By-Laws,
Registration Statement and Prospectus and with the instructions and
directions of the Trustees of the Trust, and will use its best
efforts to conform to the requirements of the 1940 Act, the
Investment Advisers Act of 1940 (to the extent applicable), the
Internal Revenue Code of 1986, as amended, relating to regulated
investment companies and all rules and regulations thereunder, the
Insider Trading and Securities Fraud Enforcement Act of 1988 (to the
extent applicable) and all other applicable federal and state laws,
regulations and rulings.
(c) The Adviser shall render to the Trustees of the Trust such
periodic and special reports as the Trustees may reasonably request.
(d) The Adviser shall notify the Trust of any material change in
the management of the Adviser within a reasonable time after such
change.
(e) The Adviser shall immediately notify the Trust in the event
that the Adviser or any of its affiliates: (1) becomes aware that it is
subject to a statutory disqualification that prevents the Adviser from
serving as investment adviser pursuant to this Agreement; or (2) becomes
aware that it is the subject of an administrative proceeding or
enforcement action by the Securities and Exchange Commission or other
regulatory authority. The Adviser further agrees to notify the Trust
immediately of any material fact known to the Adviser respecting or
relating to the Adviser that is not contained in the Trust's
Registration Statement regarding the Trust, or any amendment or
A-2
<PAGE> 25
supplement thereto, but that is required to be disclosed therein, and of
any statement contained therein that becomes untrue in any material
respect.
(f) The services of the Adviser hereunder are not deemed exclusive
and the Adviser shall be free to render similar services to others so
long as its services under this Agreement are not impaired thereby.
4. Expenses
(a) During the term of this Agreement, the Adviser will pay all
costs incurred by it in connection with the performance of its duties
under paragraph 3 hereof, other than the cost (including taxes and
brokerage commissions, if any) of securities purchased for the
Portfolio.
(b) The Adviser agrees that its gross compensation for any fiscal
year shall not be greater than an amount which, when added to the other
expenses of the Portfolio, shall cause the aggregate expenses of the
Portfolio to equal the maximum expenses under the lowest applicable
expense limitation established pursuant to the statutes or regulations
of any jurisdiction in which the Shares of the Portfolio may be
qualified for offer and sale. Except to the extent that such amount has
been reflected in reduced payments to the Adviser, the Adviser shall
refund to the Portfolio the amount of any payment received in excess of
the limitation pursuant to this section as promptly as practicable after
the end of such fiscal year, provided that the Adviser shall not be
required to pay the Portfolio an amount greater than the fee paid to the
Adviser in respect of such year pursuant to this Agreement. As used in
this section, "expenses" shall mean those expenses included in the
applicable expense limitation having the broadest specifications
thereof, and "expense limitation" means a limit on the maximum annual
expenses which may be incurred by the Portfolio determined (i) by
multiplying a fixed percentage by the average, or by multiplying more
than one such percentage by different specified amounts of the average,
of the values of the Portfolio's net assets for a fiscal year or (ii) by
multiplying a fixed percentage by the Portfolio's net investment income
for a fiscal year. The words "lowest applicable expense limitation"
shall be construed to result in the largest reduction of the Adviser's
compensation for any fiscal year of the Portfolio; provided, however,
that nothing in this Agreement shall limit the Adviser's fees if not
required by an applicable statute or regulation referred to above in
this section.
The Adviser may waive all or a portion of its fees provided for hereunder
and such waiver shall be treated as a reduction in purchase price of the
Adviser's services. The Adviser shall be contractually bound hereunder by the
terms of any publicly announced waiver of its fee, or any limitation of the
Portfolio's expenses, as if such waiver or limitation were fully set forth
herein.
5. Compensation
(a) For the services provided and the expenses assumed by the
Adviser pursuant to this Agreement, the Trust will pay to the Adviser as
full compensation therefor a fee at an annual rate of . of 1% of the
Portfolio's average net assets.
(b) The fee will be computed based on net assets on each day and
will be paid to the Adviser monthly.
6. Books and Records. The Adviser shall maintain all of the Trust's
records relating to the Adviser's duties with respect to the Portfolio. The
Adviser agrees that all records so maintained are the property of the Trust
and it will surrender promptly to the Trust any of such records upon the
Trust's request. The Adviser further agrees to preserve for the periods,
and in the manner, prescribed by the Rules of the Commission under the 1940
Act any such records as are required to be maintained by such Rules. To the
extent required by law, the Adviser shall furnish to regulatory authorities
having the requisite authority such records which may be requested in order
to ascertain whether the operations of the Trust with respect to the
Portfolio are being conducted in a manner consistent with applicable laws
and regulations.
A-3
<PAGE> 26
7. Indemnification
(a) Subject to Section 36 of the 1940 Act to the extent applicable,
the Adviser shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust in connection with the matters
to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence in the performance of its
obligations and duties, or by reason of its reckless disregard of its
obligations and duties, under this Agreement.
(b) The Trust, on behalf of the Portfolio, hereby agrees to
indemnify and hold harmless the Adviser, its directors, officers and
employees and each person, if any, who controls the Adviser
(collectively, the "Indemnified Parties") against any and all losses,
claims, damages or liabilities, joint or several, relating to the
Portfolio, to which any such Indemnified Party may become subject under
the 1933 Act, the Securities Exchange Act of 1934, the Advisers Act, the
1940 Act or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based
upon
(i) any untrue statement or alleged untrue statement of a
material fact or any omission or alleged omission to state a material
fact required to be stated or necessary to make the statement made not
misleading in (x) the Registration Statement or the Prospectus, (y) any
advertisement or sales literature authorized by the Trust for use in the
offer and sale of Shares of the Portfolio, or (z) any application or
other document filed in connection with the qualification of the Trust
or Shares of the Portfolio under the Blue Sky or securities laws of any
jurisdiction, except insofar as such losses, claims, damages or
liabilities (or actions in respect thereto arise out of or are based
upon any such untrue statement or omission or alleged untrue statement
or omission (1) in a document prepared by the Adviser, or (2) made in
reliance upon and in conformity with information furnished to the Trust
by or on behalf of the Adviser pertaining to or originating with the
Adviser for use in connection with any document referred to in clauses
(x), (y) or (z), or
(ii) subject in each case to clause (i) above, the Adviser
acting as investment adviser to the Trust with respect to the Portfolio;
and the Trust, from the assets of the Portfolio, will reimburse each
Indemnified Party for any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such
loss, claim, damage, liability or action.
(c) If the indemnification provided for in paragraph 7(b) is
available in accordance with the terms of such paragraph but is for any
reason held by a court in a final adjudication to be unavailable from
the Trust, then the Trust, from the assets of the Portfolio, shall
contribute to the aggregate amount paid or payable by the Trust and such
Indemnified Party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect (i) the relative benefits received by the
Portfolio and such Indemnified Party in connection with the operations
of the Portfolio, (ii) the relative fault of the Trust with respect to
the Portfolio and such Indemnified Party, and (iii) any other relevant
equitable considerations. The Trust and the Adviser agree that it would
not be just and equitable if contribution pursuant to this subparagraph
(c) were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations
referred to above in this subparagraph (c). The amount paid or payable
as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subparagraph (c) shall be
deemed to include any legal or other expenses incurred by the Trust and
the Indemnified Party in connection with investigating or defending any
such loss, claim, damage, liability or action. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
(d) It is understood, however, that nothing in this paragraph 7
shall protect any Indemnified Party against, or entitle any Indemnified
Party to indemnification against, or contribution with respect to, any
liability to the Trust or its Shareholders to which such Indemnified
Party is subject, by reason of its willful misfeasance, bad faith or
gross negligence in the performance of its duties, or
A-4
<PAGE> 27
by reason of any reckless disregard of its obligations and duties, under
this Agreement or otherwise to an extent or in a manner inconsistent
with Section 17(i) of the 1940 Act.
8. Duration and Termination. This Agreement, shall continue, unless
sooner terminated as provided herein, until May 31, 1997, and thereafter
shall continue automatically for periods of one year so long as each such
latter continuance is approved at least annually (a) by the vote of a
majority of the Trustees of the Trust who are not parties to this Agreement
or interested persons (as defined by the 1940 Act) of any such party, cast
in person at a meeting called for the purpose of voting on such approval,
and (b) by the Trustees of the Trust or by vote of a majority of the
outstanding Shares (as defined with respect to voting securities in the
1940 Act) representing the interests in the Portfolio; provided, however,
that this Agreement may be terminated by the Trust at any time, without the
payment of any penalty, by vote of a majority of the Trustees of the Trust
or by vote of a majority of the outstanding Shares (as so defined)
representing the interests in the Portfolio affected thereby on 60 days'
written notice to the Adviser, or by the Adviser at any time, without the
payment of any penalty, on 60 days' written notice to the Trust. This
Agreement will automatically and immediately terminate in the event of its
assignment (as defined by the 1940 Act).
9. Status of Adviser as Independent Contractor. The Adviser shall for
all purposes herein be deemed to be an independent contractor and shall,
unless otherwise expressly provided herein or authorized by the Trustees of
the Trust from time to time, have no authority to act for or represent the
Trust or Portfolio in any way or otherwise be deemed an agent of the Trust
or Portfolio.
10. Amendment of Agreement. This Agreement may be amended, changed or
waived only by an instrument in writing and by mutual consent, but the
consent of the Trust must be approved (a) by vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or interested
persons (as defined in the 1940 Act) of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) by vote
of a majority of the outstanding Shares (as defined with respect to voting
securities by the 1940 Act) representing the interests in the Portfolio.
11. Limitation of Liability. The name "The Pilot Funds" refers to the
Trustees under the Declaration collectively as trustees and not as
individuals. The Declaration, a copy of which, together with all amendments
thereto, is on file in the Office of the Secretary of the Commonwealth of
Massachusetts, provides that no shareholder, Trustee, officer, employee or
agent of the Trust, shall be subject to claims against or obligations of
the Trust to any extent whatsoever, but that the Trust estate only shall be
liable.
The Adviser is hereby expressly put on notice of the limitation of
liability as set forth in the Declaration and agrees that the obligations
assumed by the Trust pursuant to this Agreement shall be limited in all
cases to the Portfolio's assets, and the Adviser shall not seek
satisfaction of any such obligation from the shareholders or any
shareholder of the Trust or Portfolio or any other series of the Trust, or
from any Trustee, officer, employee or agent of the Trust. The Adviser
understands that the rights and obligations of each series under the
Declaration are separate and distinct from those of any and all other
series.
12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be construed in accordance
with applicable federal law and the laws of the Commonwealth of
Massachusetts and shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors subject to the last
sentence of paragraph 9, and, to the extent provided in paragraph 7 hereof,
each Indemnified Party. Anything herein to the contrary notwithstanding,
this Agreement shall not be construed in a manner inconsistent with the
1940 Act, or in a manner which would cause the Trust to fail to comply with
the requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended, nor shall this Agreement be construed to require, or to impose any
duty upon, either of the parties to do anything in violation of any
applicable laws or regulations. This Agreement may be executed simultane-
A-5
<PAGE> 28
ously in two counterparts, each of which shall be deemed an original, but
both of which together shall constitute one and the same instrument. This
Agreement shall supersede all prior investment advisory or management
agreements entered into between the parties. This Agreement shall not apply
to the management of assets allocated to any series of the Trust other than
the Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
<TABLE>
<S> <C>
THE PILOT FUNDS
Attest:
By:
- ------------------ --------------------
Name:
Title:
BOATMEN'S TRUST COMPANY
Attest:
By:
- ------------------ --------------------
Name:
Title:
</TABLE>
A-6
<PAGE> 29
APPENDIX A
THE PILOT FUNDS
CONTRACTUAL ADVISORY FEES
<TABLE>
<CAPTION>
PORTFOLIO FEE
- ------------------------------------------------------------------------------------- -----
<S> <C>
Growth & Income Fund................................................................. .75%
Equity Income Fund................................................................... .75%
Intermediate Municipal Bond Fund..................................................... .55%
Municipal Bond Fund.................................................................. .55%
Intermediate U.S. Government Securities Fund......................................... .55%
U.S. Government Securities Fund...................................................... .55%
Growth Fund.......................................................................... .75%
Diversified Bond Income Fund......................................................... .55%
Small Capitalization Equity Fund..................................................... 1.00%
Short-Term U.S. Treasury Fund........................................................ .15%
Short-Term Diversified Assets Fund................................................... .15%
Short-Term Tax-Exempt Diversified Fund............................................... .20%
Missouri Short-Term Tax-Exempt Fund.................................................. .20%
</TABLE>
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<PAGE> 30
EXHIBIT B
FORM OF
ADVISORY AGREEMENT
FOR
PILOT INTERNATIONAL EQUITY FUND
AGREEMENT made this day of , 199 between THE PILOT FUNDS, a
Massachusetts business trust (the "Trust"), on behalf of the Pilot International
Equity Fund, and BOATMEN'S TRUST COMPANY, a Trust Company organized under the
laws of Missouri (the "Adviser").
W I T N E S S E T H
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust is authorized to issue Units of beneficial interest
(hereafter referred to as "Shares") in separate series with each such series
representing the interests in a separate portfolio of securities and other
assets;
WHEREAS, the Trust has established and presently offers (or intends to
offer) Shares in a portfolio currently known as the Pilot International Equity
Fund (the "Portfolio"); and
WHEREAS, the Trust desires to retain the Adviser to render investment
advisory services to the Trust with respect to the Portfolio as indicated herein
and the Adviser is willing to so render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. Appointment of Adviser. The Trust hereby appoints the Adviser to
act as investment adviser to the Trust and the Portfolio for the periods
and on the terms herein set forth. The Adviser accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided.
2. Delivery of Documents. The Trust has delivered (or will deliver as
soon as is possible) to the Adviser copies of each of the following
documents:
(a) Agreement and Declaration of Trust of the Trust dated as of
July 15, 1982 (such Agreement and Declaration of Trust, as presently in
effect and as amended from time to time, is herein called the "Trust
Agreement"), copies of which are also on file with the Secretary of the
Commonwealth of Massachusetts;
(b) By-Laws of the Trust (such By-Laws, as presently in effect and
as amended from time to time, are herein called the "By-Laws");
(c) Certified resolutions of the Shareholder(s) and the Trustees of
the Trust approving the terms of this Agreement;
(d) Custodian Agreement (including related fee schedule) dated May
4, 1996 between the Trust and Boatmen's Trust Company (such Agreement,
as presently in effect and as amended and/or superseded from time to
time, is herein called the "Custodian Agreement");
(e) Prospectus and Statement of Additional Information of the Trust
with respect to the Portfolio as currently in effect (such Prospectus
and Statement of Additional Information, as currently in effect and as
amended, supplemented and/or superseded from time to time, is herein
called the "Prospectus"); and
(f) Registration Statement of the Trust under the Securities Act of
1933, as amended (the "1933 Act"), and the 1940 Act on Form N-1 as filed
with the Securities and Exchange Commission (the "Commission") on July
16, 1982, and as amended on Form N-1A (such Registration
B-1
<PAGE> 31
Statement, as presently in effect and as amended from time to time, is
herein called the "Registration Statement").
The Trust agrees to promptly furnish the Adviser from time to time with
copies of all amendments of or supplements to or otherwise current versions of
any of the foregoing documents not heretofore furnished.
3. Duties of Adviser.
(a) Subject to the general supervision of the Trustees of the
Trust, the Adviser shall:
(i) provide guidelines for the manager with regard to (a) the
basic investment strategy of the Portfolio; and (b) the allocation of
the Portfolio's assets among the countries and currencies in which
the Portfolio is permitted to invest as provided in its then
currently effective Prospectus and Statement of Additional
Information;
(ii) monitor the manager's compliance with the guidelines
established pursuant to Subparagraphs 3(a)(i)(a) and 3(a)(i)(b)
above;
(iii) review the selection of foreign subcustodians and monitor
the performance of foreign subcustodians, including responding to
operational issues relating thereto;
(iv) provide cash management services to the Portfolio as
necessary;
(v) periodically review the pricing of portfolio securities;
(vi) monitor the performance of the Portfolio's manager;
(vii) periodically report to the Trustees of the Portfolio, no
less frequently than annually, on the performance of the manager and
make recommendations to the Trustees as to the continuation or
termination of such management relationship; and
(viii) provide assistance in the preparation and presentation to
the Board of information relating to the Portfolio.
(b) The Adviser, in the performance of its duties hereunder, shall
act in conformity with the Trust Agreement, By-Laws, Registration
Statement and Prospectus and with the instructions and directions of the
Trustees of the Trust, and will use its best efforts to conform to the
requirements of the 1940 Act, the Investment Advisers Act of 1940 (to
the extent applicable), the Internal Revenue Code of 1986, as amended,
relating to regulated investment companies and all rules and regulations
thereunder, the Insider Trading and Securities Fraud Enforcement Act of
1988 (to the extent applicable) and all other applicable federal and
state laws, regulations and rulings.
(c) The Adviser shall render to the Trustees of the Trust such
periodic and special reports as the Trustees may reasonably request.
(d) The Adviser shall notify the Trust of any change in the
management of the Adviser within a reasonable time after such change.
(e) The Adviser shall immediately notify the Trust in the event
that the Adviser or any of its affiliates: (1) becomes aware that it is
subject to a statutory disqualification that prevents the Adviser from
serving as investment adviser pursuant to this Agreement; or (2) becomes
aware that it is the subject of an administrative proceeding or
enforcement action by the Securities and Exchange Commission or other
regulatory authority. The Adviser further agrees to notify the Trust
immediately of any material fact known to the Adviser respecting or
relating to the Adviser that is not contained in the Trust's
Registration Statement regarding the Trust, or any amendment or
supplement thereto, but that is required to be disclosed therein, and of
any statement contained therein that becomes untrue in any material
respect.
(f) The services of the Adviser hereunder are not deemed exclusive
and the Adviser shall be free to render similar services to others so
long as its services under this Agreement are not impaired thereby.
B-2
<PAGE> 32
4. Expenses.
(a) During the term of this Agreement, the Adviser will pay all
costs incurred by it in connection with the performance of its duties
under paragraph 3 hereof other than the cost, if any, (including taxes
and brokerage commissions, if any) of securities purchased for the
Portfolio.
(b) The Adviser agrees that its gross compensation for any fiscal
year shall not be greater than an amount which, when added to the other
expenses of the Portfolio, shall cause the aggregate expenses of the
Portfolio to equal the maximum expenses under the lowest applicable
expense limitation established pursuant to the statutes or regulations
of any jurisdiction in which the Shares of the Portfolio may be
qualified for offer and sale. Except to the extent that such amount has
been reflected in reduced payments to the Adviser, the Adviser shall
refund to the Portfolio its proportionate share of the amount by which
the aggregate payments received by the Adviser and the investment
manager are in excess of the limitation pursuant to this section as
promptly as practicable after the end of such fiscal year, provided that
the Adviser shall not be required to pay the Portfolio an amount greater
than the fee paid to the Adviser in respect of such year pursuant to
this Agreement. As used in this section, "expenses" shall mean those
expenses included in the applicable expense limitation having the
broadest specifications thereof, and "expense limitation" means a limit
of the maximum annual expenses which may be incurred by the Portfolio
determined (i) by multiplying a fixed percentage by the average, or by
multiplying more than one such percentage by different specified amounts
of the average, of the values of the Portfolio's net assets for a fiscal
year or (ii) by multiplying a fixed percentage by the Portfolio's net
investment income for a fiscal year. The words "lowest applicable
expense limitation" shall be construed to result in the largest
reduction of the Adviser's compensation for any fiscal year of the
Portfolio; provided, however, that nothing in this Agreement shall limit
the Adviser's fees if not required by an applicable statute or
regulation referred to above in this section. As used in this section,
The Adviser's "proportionate share,, shall be based on the amount of the
Adviser's fee as a percentage of the total advisory and management fees
paid or payable by the Trust with respect to the appropriate fiscal
year, on behalf of the Portfolio.
The Adviser may waive all or a portion of its fees provided for hereunder
and such waiver shall be treated as a reduction in purchase price of the
Adviser's services. The Adviser shall be contractually bound hereunder by the
terms of any publicly announced waiver of its fee, or any limitation of the
Portfolio's expenses, as if such waiver or limitation were fully set forth
herein.
5. Compensation.
(a) For the services provided and the expenses assumed by the
Adviser pursuant to this Agreement, the Trust will pay to the Adviser as
full compensation therefor a fee at an annual rate of .80 of 1% of the
Portfolio's average net assets.
(b) The fee will be computed based on net assets on each day and
will be paid to the Adviser monthly.
6. Books and Records. The Adviser shall maintain all of the Trust's
records relating to the Adviser's duties with respect to the Portfolio. The
Adviser agrees that all records so maintained are the property of the Trust
and it will surrender promptly to the Trust any of such records upon the
Trust's request. The Adviser further agrees to preserve for the periods,
and in the manner, prescribed by the Rules of the Commission under the 1940
Act any such records as are required to be maintained by such Rules. To the
extent required by law, the Adviser shall furnish to regulatory authorities
having the requisite authority such records which may be requested in order
to ascertain whether the operations of the Trust with respect to the
Portfolio are being conducted in a manner consistent with applicable laws
and regulations.
7. Indemnification.
(a) Subject to Section 36 of the 1940 Act to the extent applicable,
the Adviser shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust in connection
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<PAGE> 33
with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence in the
performance of its obligations and duties, or by reason of its reckless
disregard of its obligations and duties, under this Agreement.
(b) The Trust, on behalf of the Portfolio, hereby agrees to
indemnify and hold harmless the Adviser, its officers, partners and
employees and each person, if any, who controls the Adviser
(collectively, the "Indemnified Parties") against any and all losses,
claims, damages or liabilities, joint or several, relating to the
Portfolio, to which any such Indemnified Party may become subject under
the 1933 Act, the Securities Exchange Act of 1934, the Advisers Act, the
1940 Act or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based
upon:
(i) any untrue statement or alleged untrue statement of a
material fact or any omission or alleged omission to state a material
fact required to be stated or necessary to make the statements made
not misleading in (x) the Registration Statement or the Prospectus,
(y) any advertisement or sales literature authorized by the Trust for
use in the offer and sale of Shares of the Portfolio, or (z) any
application or other document filed in connection with the
qualification of the Trust or Shares of the Portfolio under the Blue
Sky or securities laws of any jurisdiction, except insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any such untrue statement or
omission or alleged untrue statement or omission (1) in a document
prepared by the Adviser, (2) pertaining to a failure to disclose a
breach of the Adviser's duties in connection with this Agreement, or
(3) made in reliance upon and in conformity with information
furnished to the Trust by or on behalf of the Adviser pertaining to
or originating with the Adviser for use in connection with any
document referred to in clauses (x), (y) or (z), or
(ii) subject in each case to clause (i) above, the Adviser
acting as investment adviser to the Trust with respect to the
Portfolio;
and the Trust, from the assets of the Portfolio, will reimburse each Indemnified
Party for any legal or other expenses incurred by such Indemnified Party in
connection with investigating or defending any such loss, claim, damage,
liability or action.
(c) If the indemnification provided for in paragraph 7(b) is
available in accordance with the terms of such paragraph but is for any
reason held by a court to be unavailable from the Trust, then the Trust,
from the assets of the Portfolio, shall contribute to the aggregate
amount paid or payable by the Trust and such Indemnified Party as a
result of such losses, claims, damages or liabilities (or actions in
respect thereof) in such proportion as is appropriate to reflect (i) the
relative benefits received by the Portfolio and such Indemnified Party
in connection with the operations of the Portfolio, (ii) the relative
fault of the Trust with respect to the Portfolio and such Indemnified
Party, and (iii) any other relevant equitable considerations. The Trust
and the Adviser agree that it would not be just and equitable if
contribution pursuant to this subparagraph (c) were determined by pro
rata allocation or any other method of allocation which does not take
account of the equitable considerations referred to above in this
subparagraph (c). The amount paid or payable as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred
to above in this subparagraph (c) shall be deemed to include any legal
or other expenses incurred by the Trust and the Indemnified Party in
connection with investigating or defending any such loss, claim, damage,
liability or action. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent
misrepresentation.
(d) It is understood, however, that nothing in this paragraph 7
shall protect any Indemnified Party against, or entitle any Indemnified
Party to indemnification against, or contribution with respect to, any
liability to the Trust or its Shareholders to which such Indemnified
Party is subject, by reason of its willful misfeasance, bad faith or
gross negligence in the performance of its duties, or
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<PAGE> 34
by reason of any reckless disregard of its obligations and duties, under
this Agreement, or otherwise to an extent or in a manner inconsistent
with Section 17(i) of the 1940 Act.
8. Duration and Termination. This Agreement shall continue, unless
sooner terminated as provided herein, until May 31, 1997, and thereafter
shall continue automatically for periods of one year so long as each such
latter continuance is approved at least annually (a) by the vote of a
majority of the Trustees of the Trust who are not parties to this Agreement
or interested persons (as defined by the 1940 Act) of any such party, cast
in person at a meeting called for the purpose of voting on such approval,
and (b) by the Trustees of the Trust or by vote of a majority of the
outstanding Shares (as defined with respect to voting securities in the
1940 Act) representing the interests in the Portfolio; provided, however,
that this Agreement may be terminated by the Trust at any time, without the
payment of any penalty, by vote of a majority of the Trustees of the Trust
or by vote of a majority of the outstanding Shares (as so defined)
representing the interests in the Portfolio affected thereby on 60 days'
written notice to the Adviser, or by the Adviser at any time, without the
payment of any penalty, on 60 days, written notice to the Trust. This
Agreement will automatically and immediately terminate in the event of its
assignment (as defined by the 1940 Act).
9. Status of Adviser as Independent Contractor. The Adviser shall for
all purposes herein be deemed to be an independent contractor and shall,
unless otherwise expressly provided herein or authorized by the Trustees of
the Trust from time to time, have no authority to act for or represent the
Trust or Portfolio in any way or otherwise be deemed an agent of the Trust
or Portfolio.
10. Appointment of Manager. The Adviser is hereby authorized, subject
to such approvals as may be required by law, to appoint a manager to
provide investment management services to the Trust, on behalf of the
Portfolio.
11. Amendment of Agreement. This Agreement may be amended, changed or
waived only by an instrument in writing and by mutual consent, but the
consent of the Trust must be approved (a) by vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or interested
persons (as defined in the 1940 Act) of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) by vote
of a majority of the outstanding Shares (as defined with respect to voting
securities by the 1940 Act) representing the interests in the Portfolio.
12. Limitation of Liability. The name "The Pilot Funds" refers to the
Trustees under the Declaration collectively as trustees and not as
individuals. The Declaration, a copy of which, together with all amendments
thereto, is on file in the Office of the Secretary of the Commonwealth of
Massachusetts, provides that no shareholder, Trustee, officer, employee or
agent of the Trust, shall be subject to claims against or obligations of
the Trust to any extent whatsoever, but that the Trust estate only shall be
liable.
The Adviser is hereby expressly put on notice of the limitation of
liability as set forth in the Declaration and agrees that the obligations
assumed by the Trust pursuant to this Agreement shall be limited in all cases to
the Portfolio's assets, and the Adviser shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Trust or Portfolio or
any other series of the Trust, or from any Trustee, officer, employee or agent
of the Trust. The Adviser understands that the rights and obligations of each
series under the Declaration are separate and distinct from those of any and all
other series.
13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be construed in accordance
with applicable federal law and the laws of the Commonwealth of
Massachusetts and shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors subject to the last
sentence of paragraph 8, and, to the extent provided in paragraph 7 hereof,
each Indemnified Party. Anything herein to the contrary notwithstanding,
this Agreement shall not be construed in a manner inconsistent with the
1940 Act, or in a manner which would cause the Trust to fail
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<PAGE> 35
to comply with the requirements of Subchapter M of the Internal Revenue
Code of 1986, as amended, nor shall this Agreement be construed to require,
or to impose any duty upon, either of the parties to do anything in
violation of any applicable laws or regulations.
This Agreement may be executed simultaneously in two counterparts, each of
which shall be deemed an original, but both of which together shall constitute
one and the same instrument. This Agreement shall supersede all prior investment
advisory or management agreements entered into between the parties. This
Agreement shall not apply to the management of assets allocated to any series of
the Trust other than the Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
<TABLE>
<S> <C>
THE PILOT FUNDS
Attest:
By:
- ------------------ --------------------
Name:
Title:
BOATMEN'S TRUST COMPANY
Attest:
By:
- ------------------ --------------------
Name:
Title:
</TABLE>
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<PAGE> 36
EXHIBIT C
FORM OF
INVESTMENT MANAGEMENT AGREEMENT
FOR
PILOT INTERNATIONAL EQUITY FUND
AGREEMENT made this day of , 199 among THE PILOT FUNDS, a
Massachusetts business trust (the "Trust"), on behalf of PILOT INTERNATIONAL
EQUITY FUND, BOATMEN'S TRUST COMPANY and KLEINWORT BENSON INVESTMENT MANAGEMENT
AMERICAS INC., a Delaware corporation (the "Manager").
W I T N E S S E T H:
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Manager is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act");
WHEREAS, the Trust is authorized to issue units of beneficial interest
(hereafter referred to as "Shares") in separate series with each such series
representing the interests in a separate portfolio of securities and other
assets;
WHEREAS, the Trust has established and presently offers (or intends to
offer) Shares in a portfolio currently known as the Pilot International Equity
Fund (the "Fund"); and
WHEREAS, pursuant to authority granted to Boatmen's Trust Company (the
"Adviser") by the Trust's Trustees and pursuant to the provisions of the
Advisory Agreement dated , 199 between the Adviser and the Trust,
the Adviser has selected the Manager to render investment management services to
the Trust with respect to the Fund as indicated herein and the Manager is
willing to so render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. Appointment of Manager. The Trust and the Adviser hereby appoint
the Manager to act as investment manager to the Trust and the Fund for the
periods and on the terms herein set forth. The Manager accepts such
appointment and agrees to render the services herein set forth, for the
compensation herein provided.
2. Name of Manager. The Trust and the Adviser hereby agree not to use
the name "Kleinwort Benson Investment Management Americas Inc.", or any
derivative thereof, in the Trust's Registration Statement on Form N-1A, or
in any sales literature, advertisement or other document distributed to the
public without the consent of the Manager provided, however, that the Trust
reserves the right to redesignate the name of the Fund in the event
Kleinwort Benson Investment Management Americas Inc. ceases to act as
investment manager hereunder.
3. Delivery of Documents. The Trust has delivered (or will deliver as
soon as is possible) to the Manager copies of each of the following
documents:
(a) Agreement and Declaration of Trust of the Trust dated as of
July 15, 1982 (such Agreement and Declaration of Trust, as presently in
effect and as amended from time to time, is herein called the "Trust
Agreement" or the "Declaration"), copies of which are also on file with
the Secretary of The Commonwealth of Massachusetts;
(b) By-Laws of the Trust (such By-Laws, as presently in effect and
as amended from time to time, are herein called the "By-Laws");
C-1
<PAGE> 37
(c) Certified resolutions of the Shareholder(s) and the Trustees of
the Trust approving the terms of this Agreement;
(d) Custodian Agreement (including related fee schedule) dated May
4, 1996 between the Trust and Boatmen's Trust Company (such Agreement,
as presently in effect and as amended and/or superseded from time to
time, is herein called the "Custodian Agreement");
(e) Prospectuses and Statements of Additional Information of the
Trust with respect to the Fund as currently in effect (such Prospectuses
and Statements of Additional Information, as currently in effect and as
amended, supplemented and/or superseded from time to time, are herein
called the "Prospectus"); and
(f) Registration Statement of the Trust under the Securities Act of
1933, as amended (the "1933 Act"), and the 1940 Act on Form N-1 as filed
with the Securities and Exchange Commission (the "Commission") on July
16, 1982, and as amended on Form N-1A (such Registration Statement, as
presently in effect and as amended from time to time, is herein called
the "Registration Statement").
The Trust agrees to promptly furnish the Manager from time to time
with copies of all amendments of or supplements to or otherwise current
versions of any of the foregoing documents not heretofore furnished.
4. Duties of Manager.
(a) Subject to the general supervision of the Adviser and the
Trustees of the Trust, the Manager shall manage the investment
operations of the Fund and the composition of the Fund's assets,
including the purchase, retention and disposition thereof. In this
regard, the Manager:
(i) shall provide supervision of the Fund's assets, furnish a
continuous investment program for the Fund, determine from time to
time what investments or securities will be purchased, retained or
sold by the Fund, and what portion of the assets will be invested or
held uninvested as cash;
(ii) shall place orders with broker-dealers, foreign currency
dealers, futures commissions merchants or others pursuant to the
Manager's determinations in accordance with the Fund's policies as
expressed in the Registration Statement; and
(iii) may, on occasions when it deems the purchase or sale of a
security to be in the best interests of the Fund as well as its other
customers (including any other Fund or any other investment company
or management account for which the Manager acts as manager or
adviser), aggregate, to the extent permitted by applicable laws and
regulations, the securities to be sold or purchased in order to
obtain the best net price and the most favorable execution. In such
event, allocation of the securities so purchased or sold, as well as
the expenses incurred in the transaction, will be made by the Manager
in the manner it considers to be the most equitable and consistent
with its fiduciary obligations to the Fund and to such other
customers.
(b) The Manager, in the performance of its duties hereunder, shall
act in conformity with the Trust Agreement, By-Laws, Registration
Statement and Prospectus and with the instructions and directions of the
Trustees of the Trust, and will use its best efforts to conform to the
requirements of the 1940 Act, the Investment Advisers Act of 1940, the
Internal Revenue Code of 1986, as amended, relating to regulated
investment companies and all rules and regulations thereunder, the
Insider Trading and Securities Fraud Enforcement Act of 1988 and all
other applicable federal and state laws, regulations and rulings.
(c) The Manager shall render to the Trustees of the Trust such
periodic and special reports as the Trustees may reasonably request.
(d) The Manager shall notify the Trust of any change in the
management of the Manager within a reasonable time after such change.
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<PAGE> 38
(e) The Manager shall immediately notify the Trust in the event
that the Manager or any of its affiliates: (1) becomes aware that it is
subject to a statutory disqualification that prevents the Manager from
serving as investment manager pursuant to this Agreement; or (2) becomes
aware that it is the subject of an administrative proceeding or
enforcement action by the Securities and Exchange Commission or other
regulatory authority. The Manager further agrees to notify the Trust
immediately of any material fact known to the Manager respecting or
relating to the Manager that is not contained in the Trust's
Registration Statement regarding the Trust, or any amendment or
supplement thereto, but that is required to be disclosed therein, and of
any statement contained therein that becomes untrue in any material
respect.
5. Expenses.
(a) During the term of this Agreement, the Manager will pay all
costs incurred by it in connection with the performance of its duties
under paragraph 3 hereof, other than the cost (including taxes and
brokerage commissions, if any) of securities purchased for the Fund.
(b) The Manager agrees that its gross compensation for any fiscal
year shall not be greater than an amount which, when added to the other
expenses of the Fund, shall cause the aggregate expenses of the Fund to
equal the maximum expenses under the lowest applicable expense
limitation established pursuant to the statutes or regulations of any
jurisdiction in which the Shares of the Fund may be qualified for offer
and sale. Except to the extent that such amount has been reflected in
reduced payments to the Manager, the Manager shall refund to the Fund
its proportionate share of the amount by which the aggregate payments
received by the Adviser and the Manager are in excess of the limitation
pursuant to this section as promptly as practicable after the end of
such fiscal year, provided that the Manager shall not be required to pay
the Fund an amount greater than the fee paid to the Manager in respect
of such year pursuant to this Agreement. As used in this section,
"expenses" shall mean those expenses included in the applicable expense
limitation having the broadest specifications thereof, and "expense
limitation" means a limit of the maximum annual expenses which may be
incurred by the Fund determined (i) by multiplying a fixed percentage by
the average, or by multiplying more than one such percentage by
different specified amounts of the average, of the values of the Fund's
net assets for a fiscal year or (ii) by multiplying a fixed percentage
by the Fund's net investment income for a fiscal year. The words "lowest
applicable expense limitation" shall be construed to result in the
largest reduction of the Manager's compensation for any fiscal year of
the Fund; provided, however, that nothing in this Agreement shall limit
the Manager's fees if not required by an applicable statute or
regulation referred to above in this section. As used in this section,
the Manager's "proportionate share" shall be based on the amount of the
Manager's fee as a percentage of the total advisory and management fees
paid or payable by the Trust directly or indirectly with respect to the
appropriate fiscal year, on behalf of the Fund.
The Manager may waive all or a portion of its fees provided for
hereunder and such waiver shall be treated as a reduction in purchase price
of the Manager's services. The Manager shall be contractually bound
hereunder by the terms of any publicly announced waiver of its fee, with
the consent of the Manager, or any limitation of the Fund's expenses, as if
such waiver or limitation were fully set forth herein.
6. Compensation.
(a) For the services provided and the expenses assumed by the
Manager pursuant to this Agreement, the Adviser will pay to the Manager
as full compensation therefor a fee at an annual rate of .40 of 1% of
the average daily net assets of the Fund up to $325,000,000; provided,
that if the average daily net assets of the Fund exceed $325,000,000,
the fee payable to the Manager based on that portion of the average of
such value in excess of $325,000,000 shall be .25 of 1% of the average
daily net assets of the Fund.
(b) The fee will be computed based on net assets on each day and
will be paid to the Manager monthly.
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<PAGE> 39
7. Books and Records. The Manager shall maintain all of the Trust's
records relating to the Manager's duties with respect to the Fund. The
Manager agrees that all records so maintained are the property of the Trust
and it will surrender promptly to the Trust any of such records, other than
those records which are by law required to be maintained by the Manager,
upon the Trust's request. The Manager further agrees to preserve for the
periods, and in the manner, prescribed by the Rules of the Commission under
the 1940 Act any such records as are required to be maintained by such
Rules. To the extent required by law, the Manager shall furnish to
regulatory authorities having the requisite authority such records which
may be requested in order to ascertain whether the operations of the Trust
with respect to the Fund are being conducted in a manner consistent with
applicable laws and regulations.
8. Indemnification.
(a) Subject to Section 36 of the 1940 Act to the extent applicable,
the Manager shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust in connection with the matters
to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence in the performance of its
obligations and duties, or by reason of its reckless disregard of its
obligations and duties, under this Agreement.
(b) The Trust, on behalf of the Fund, hereby agrees to indemnify
and hold harmless the Manager, its officers, directors and employees and
each person, if any, who controls the Manager (collectively, the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities, joint or several, relating to the Fund, to which any such
Indemnified Party may become subject under the 1933 Act, the Securities
Exchange Act of 1934, the Advisers Act, the 1940 Act or other federal or
state statutory law or regulation, at common law or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of a
material fact or any omission or alleged omission to state a material
fact required to be stated or necessary to make the statements made
not misleading in (x) the Registration Statement or the Prospectus,
(y) any advertisement or sales literature authorized by the Trust for
use in the offer and sale of Shares of the Fund, or (z) any
application or other document filed in connection with the
qualification of the Trust or Shares of the Fund under the Blue Sky
or securities laws of any jurisdiction, except insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any such untrue statement or
omission or alleged untrue statement or omission (1) in a document
prepared by the Manager, (2) which pertains to a failure to disclose
a breach of the Manager's duties in connection with this Agreement,
or (3) made in reliance upon and in conformity with information
furnished to the Trust by or on behalf of the Manager pertaining to
or originating with the Manager for use in connection with any
document referred to in clauses (x), (y) or (z), or
(ii) the Manager acting as investment manager to the Trust with
respect to the Fund;
and the Trust, from the assets of the Fund, will reimburse each
Indemnified Party for any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such
loss, claim, damage, liability or action.
(c) If the indemnification provided for in paragraph 8(b) is
available in accordance with the terms of such paragraph but is for any
reason held by a court to be unavailable from the Trust, then the Trust,
from the assets of the Fund, shall contribute to the aggregate amount
paid or payable by the Trust and such Indemnified Party as a result of
such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect (i) the
relative benefits received by the Fund and such Indemnified Party in
connection with the operations of the Fund, (ii) the relative fault of
the Trust with respect to the Fund and such Indemnified Party, and (iii)
any other relevant equitable considerations. The Trust and the Manager
agree that it would not be just and equitable if contribution pursuant
to this subparagraph (c) were determined by pro rata allocation or any
other method of allocation which does not take account of the equitable
C-4
<PAGE> 40
considerations referred to above in this subparagraph (c). The amount
paid or payable as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this
subparagraph (c) shall be deemed to include any legal or other expenses
incurred by the Trust and the Indemnified Party in connection with
investigating or defending any such loss, claim, damage, liability or
action. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(d) It is understood, however, that nothing in this paragraph 8
shall protect any Indemnified Party against, or entitle any Indemnified
Party to indemnification against, or contribution with respect to, any
liability to the Trust or its Shareholders to which such Indemnified
Party is subject, by reason of its willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of any
reckless disregard of its obligations and duties, under this Agreement,
or otherwise to an extent or in a manner inconsistent with Section 17(i)
of the 1940 Act.
9. Duration and Termination. Insofar as the Shareholders of the Fund
are affected by this Agreement, it shall continue, unless sooner terminated
as provided herein, until May 31, 1997, and thereafter shall continue
automatically for periods of one year so long as each such latter
continuance is approved at least annually (a) by the vote of a majority of
the Trustees of the Trust who are not parties to this Agreement or
interested persons (as defined by the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and
(b) by the Trustees of the Trust or by vote of a majority of the
outstanding Shares (as defined with respect to voting securities in the
1940 Act) of the Fund; provided, however, that this Agreement may be
terminated by the Trust, at any time, without the payment of any penalty,
by vote of a majority of the Trustees of the Trust or by vote of a majority
of the outstanding Shares (as so defined) of the Fund affected thereby or
by the Adviser, on 60 days' written notice to the Manager, or by the
Manager at any time, without the payment of any penalty, on 60 days'
written notice to the Trust and the Adviser. This Agreement will
automatically and immediately terminate in the event of its assignment (as
defined by the 1940 Act).
10. Status of Manager as Independent Contractor. The Manager shall
for all purposes herein be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or authorized by the
Trustees of the Trust from time to time, have no authority to act for or
represent the Trust or Fund in any way or otherwise be deemed an agent of
the Trust or Fund or of the Adviser.
11. Amendment of Agreement. This Agreement may be amended, changed or
waived only by an instrument in writing and by mutual consent of the Trust,
the Adviser and the Manager, but the consent of the Trust must be approved
(a) by vote of a majority of those Trustees of the Trust who are not
parties to this Agreement or interested persons (as defined in the 1940
Act) of any such party, cast in person at a meeting called for the purpose
of voting on such amendment, and (b) by vote of a majority of the
outstanding Shares (as defined with respect to voting securities by the
1940 Act) of the Fund.
12. Limitation of Liability. The name "The Pilot Funds" refers to the
Trustees under the Declaration collectively as trustees and not as
individuals. The Declaration, a copy of which, together with all amendments
thereto, is on file in the Office of the Secretary of the Commonwealth of
Massachusetts, provides that no shareholder, Trustee, officer, employee or
agent of the Trust, shall be subject to claims against or obligations of
the Trust to any extent whatsoever, but that the Trust estate only shall be
liable.
The Manager is hereby expressly put on notice of the limitation of
liability as set forth in the Declaration and agrees that the obligations
assumed by the Trust pursuant to this Agreement shall be limited in all
cases to the Fund's assets, and the Manager shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the Trust
or Fund or any other series of the Trust, or from any Trustee, officer,
employee or agent of the Trust. The Manager understands that the rights and
obligations of each series under the Declaration are separate and distinct
from those of any and all other series.
C-5
<PAGE> 41
13. Investment Information. Kleinwort Benson Investment Management
Americas Inc. is a wholly-owned, independent subsidiary of Kleinwort Benson
Group plc. The Fund may include securities of companies with respect to
which Kleinwort Benson Group plc or its affiliates (including, without
limitation, Kleinwort Benson Limited) (collectively, the "Kleinwort Benson
Group") provides investment banking, financial, management or other
services, has other confidential relationships, maintains a position or
makes a market or otherwise may have an interest. The Trust acknowledges
that, for good commercial and legal reasons, nonpublic information (a)
which becomes available to any member of the Kleinwort Benson Group through
its relationships or for any other reason cannot be passed on to Kleinwort
Benson Investment Management Americas Inc. or to the Trust or used for the
benefit of any of the series of the Trust; and (b) which becomes available
to Kleinwort Benson Investment Management Americas Inc. for any reason
cannot be passed on to the Trust or used for the benefit of the Fund or any
other series of the Trust.
14. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be construed in accordance
with applicable federal law and the laws of the Commonwealth of
Massachusetts and shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors subject to the last
sentence of paragraph 9, and, to the extent provided in paragraph 8 hereof,
each Indemnified Party. Anything herein to the contrary notwithstanding,
this Agreement shall not be construed in a manner inconsistent with the
1940 Act, or in a manner which would cause the Trust to fail to comply with
the requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended, nor shall this Agreement be construed to require, or to impose any
duty upon, either of the parties to do anything in violation of any
applicable laws or regulations.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but both of which together shall
constitute one and the same instrument. This Agreement shall supersede all prior
investment advisory, subadvisory or management agreements entered into between
the parties. This Agreement shall not apply to the management of assets
allocated to any series of the Trust other than the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
<TABLE>
<S> <C>
THE PILOT FUNDS
Attest:
By:
- ------------------ ------------------------
Name:
Title:
KLEINWORT BENSON INVESTMENT
MANAGEMENT AMERICAS INC.
Attest:
By:
- ------------------ ------------------------
Name:
Title:
BOATMEN'S TRUST COMPANY
Attest:
By:
- ------------------ ------------------------
Name:
Title:
</TABLE>
C-6
<PAGE> 42
EXHIBIT D
DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS OF BOATMEN'S
<TABLE>
<CAPTION>
POSITION WITH
BOATMEN'S TRUST POSITION AND NAME
NAME COMPANY OF OTHER BUSINESS
- ----------------------------------- ---------------- ----------------------------------------
<S> <C> <C>
Howard F. Baer..................... Director Retired
32 North Kings Highway, Suite 504
St. Louis, Missouri 63108
Clarence C. Barksdale.............. Director Vice Chairman
Washington University 7425 Forsyth
Boulevard Campus Box 1227
St. Louis, Missouri 63105
Gerald D. Blatherwick.............. Director Retired
26 Fordyce Lane
St. Louis, Missouri 63124
Stephen F. Brauer.................. Director President
Hunter Engineering Company
11250 Hunter Drive
Bridgeton, Missouri 63004
Mary L. Burke, Ph.D................ Director Head of School
Whitfield School
175 South Mason Road
St. Louis, Missouri 63141
Andrew B. Craig, III............... Director Chairman and Chief Executive Officer
Boatmen's Bancshares, Inc.
One Boatmen's Plaza
St. Louis, Missouri 63101
Donald Danforth, Jr................ Director President
Danforth Agri-Resources Inc.
700 Corporate Park Drive, Suite 330
St. Louis, Missouri 63105-4209
The Honorable John C. Danforth..... Director Bryan Cave LLP
One Metropolitan Sq.
211 N. Broadway, Suite 3600
St. Louis, MO 63102-2750
Martin E. Galt, III................ Director and Chief Executive Officer
President Chairman of the Board, President and
Boatmen's Trust Company
100 North Broadway
St. Louis, Missouri 63102
A. William Hager................... Director Chairman of the Board
Hager Hinge Company
139 Victor Street
St. Louis, Missouri 63104
</TABLE>
D-1
<PAGE> 43
DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS OF BOATMEN'S -- CONTINUED
<TABLE>
<CAPTION>
POSITION WITH
BOATMEN'S TRUST POSITION AND NAME
NAME COMPANY OF OTHER BUSINESS
- ----------------------------------- ---------------- ----------------------------------------
<S> <C> <C>
Samuel B. Hayes, III............... Director President, Boatmen's Bancshares, Inc.
The Boatmen's National Bank of
St. Louis
One Boatmen's Plaza
St. Louis, Missouri 63101
Robert B. Hoffman.................. Director Senior Vice President and
Chief Financial Officer
Monsanto Company -- DIF
800 N. Lindbergh Boulevard
St. Louis, Missouri 63167
Robert E. Kresko................... Director Pierre Laclede Center
7701 Forsyth, Suite 680
St. Louis, Missouri 63105
John Peters MacCarthy.............. Director Retired
6 Robin Hill Lane
St. Louis, Missouri 63124
James S. McDonnell, III............ Director Retired
40 Glens Eagles Drive
St. Louis, Missouri 63124
John B. McKinney................... Director President, Chief Executive Officer
Laclede Steel Company
One Metropolitan Square, 15th Floor
St. Louis, Missouri 63102
Reuben M. Morriss, III............. Director Retired
10048 Litzsinger Road
St. Louis, Missouri 63124
William C. Nelson.................. Director Chairman, President and
Chief Executive Officer
Boatmen's First National Bank of
Kansas City
10th & Baltimore
P.O. Box 419038
Kansas City, Missouri 64183
Kimberly A. Olson.................. Director Executive Vice President
Group One Capital
1611 Des Peres Road, Suite 395
St. Louis, Missouri 63131
William A. Peck, M.D............... Director Executive Vice Chancellor and Dean
Washington University School of
Medicine
660 South Euclid Avenue, Box 8106
St. Louis, Missouri 63110
W.R. Persons....................... Director 200 South Bemiston Avenue
Suite 308
St. Louis, Missouri 63105
</TABLE>
D-2
<PAGE> 44
DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS OF BOATMEN'S -- CONTINUED
<TABLE>
<CAPTION>
POSITION WITH
BOATMEN'S TRUST POSITION AND NAME
NAME COMPANY OF OTHER BUSINESS
- ----------------------------------- ---------------- ----------------------------------------
<S> <C> <C>
Jerry E. Ritter.................... Director Chairman of the Board of
Clark Enterprise, Inc. and
Consultant to Anheuser-Busch
Companies, Inc.
1401 Clark Avenue, 63103
St. Louis, Missouri 63103
Hugh Scott, III.................... Director Chairman and Chief Executive Officer
Western Diesel Services, Inc.
101 South Hauley, Suite 1910
St. Louis, Missouri 63105
Richard W. Shomaker................ Director Retired
14181 Woods Mill Cove
Chesterfield, Missouri 63017
Brice R. Smith, Jr................. Director Chairman Emeritus
Sverdrup Corporation
SPIRE Co. LLC
13801 Riverport Drive, Suite 301
Maryland Heights, Missouri 63043
William D. Stamper................. Director President
William D. Stamper Company
7777 Bonhomme, Suite 1006
St. Louis, Missouri 63105
Janet M. Weakley................... Director President
Janet McAfee Inc. Real Estate
9889 Clayton Road
St. Louis, Missouri 63124
Gordon E. Wells.................... Director Retired
3121 West 67th Terrace
Shawnee Mission, Kansas 66208
</TABLE>
D-3
<PAGE> 45
THE PILOT FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735
When this proxy is properly executed, the shares represented hereby will be
voted as specified. If no specification is made, this proxy shall be voted
"FOR" the approval of Proposals 1A and 1B and "FOR" the approval of Proposal 2
and in the discretion of the proxies with respect to all other matters which
may properly come before the special meeting and any adjustments thereof. The
party signing below acknowledges receipt of the accompanying notice of special
meeting and proxy statement.
Please complete, sign and date Below and Mail in Accompanying Postpaid Envelope.
THE BOARD OF TRUSTEES FAVORS A VOTE FOR EACH PROPOSAL.
THE PILOT FUNDS
PILOT INTERNATIONAL EQUITY FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS DECEMBER 18, 1996
The undersigned appoints William J. Tomko, Bruce Treff, and George O. Martinez
and each of them, attorneys and proxies of the undersigned, with full power of
substitution, to vote all shares of Pilot International Equity Fund (the
"Fund"), a series of The Pilot Funds, which the undersigned is entitled to vote
at the combined special meeting of shareholders of The Pilot Funds to be held
on December 18, 1996 at 10 a.m., Eastern time, and at any adjournment thereof.
NOTE: This instrument must be signed by the registered holder(s). When signing
as attorney, administrator, trustee or guardian, please give your title as
such.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
PILOTB KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PILOT INTERNATIONAL EQUITY FUND
Vote on Proposals: For Against Abstain
1A. To approve a proposed new Investment Advisory
Agreement between the Trust on behalf of the
Fund and Boatmen's Trust Company, as set forth
in the accompanying proxy statement. / / / / / /
1B. To approve a proposed new Investment Management
Agreement between the Trust on behalf of the
Fund, Boatmen's Trust Company, and Kleinwort
Benson Investment Management Americas Inc. as
described in the accompanying proxy statement. / / / / / /
2. To ratify the selection of Arthur Anderson LLP
as independent certified public accountants
for the Trust. / / / / / /
- --------------------------- ----------------------------- --------------
Signature Signature (Joint Owners) Date
<PAGE> 46
THE PILOT FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735
When this proxy is properly executed, the shares represented hereby will be
voted as specified. If no specification is made, this proxy shall be voted
"FOR" the approval of Proposal 1A and "FOR" the approval of Proposal 2
and in the discretion of the proxies with respect to all other matters which
may properly come before the special meeting and any adjustments thereof. The
party signing below acknowledges receipt of the accompanying notice of special
meeting and proxy statement.
Please complete, sign and date Below and Mail in Accompanying Postpaid Envelope.
THE BOARD OF TRUSTEES FAVORS A VOTE FOR EACH PROPOSAL.
THE PILOT FUNDS
PILOT EQUITY INCOME FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS DECEMBER 18, 1996
The undersigned appoints William J. Tomko, Bruce Treff, and George O. Martinez
and each of them, attorneys and proxies of the undersigned, with full power of
substitution, to vote all shares of the above noted series (the "Fund") of The
Pilot Funds, which the undersigned is entitled to vote at the combined special
meeting of shareholders of The Pilot Funds to be held on December 18, 1996 at
10 a.m., Eastern time, and at any adjournment thereof.
NOTE: This instrument must be signed by the registered holder(s). When signing
as attorney, administrator, trustee or guardian, please give your title as
such.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
PILOTA KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PILOT EQUITY INCOME FUND
Vote on Proposals: For Against Abstain
1A. To approve a proposed new Investment Advisory
Agreement between the Trust on behalf of the
Fund and Boatmen's Trust Company, as set forth
in the accompanying proxy statement. / / / / / /
2. To ratify the selection of Arthur Anderson LLP
as independent certified public accountants
for the Trust. / / / / / /
- --------------------------- ----------------------------- --------------
Signature Signature (Joint Owners) Date
<PAGE> 47
THE PILOT FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735
When this proxy is properly executed, the shares represented hereby will be
voted as specified. If no specification is made, this proxy shall be voted
"FOR" the approval of Proposal 1A and "FOR" the approval of Proposal 2
and in the discretion of the proxies with respect to all other matters which
may properly come before the special meeting and any adjustments thereof. The
party signing below acknowledges receipt of the accompanying notice of special
meeting and proxy statement.
Please complete, sign and date Below and Mail in Accompanying Postpaid Envelope.
THE BOARD OF TRUSTEES FAVORS A VOTE FOR EACH PROPOSAL.
THE PILOT FUNDS
PILOT GROWTH FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS DECEMBER 18, 1996
The undersigned appoints William J. Tomko, Bruce Treff, and George O. Martinez
and each of them, attorneys and proxies of the undersigned, with full power of
substitution, to vote all shares of the above noted series (the "Fund") of The
Pilot Funds, which the undersigned is entitled to vote at the combined special
meeting of shareholders of The Pilot Funds to be held on December 18, 1996 at
10 a.m., Eastern time, and at any adjournment thereof.
NOTE: This instrument must be signed by the registered holder(s). When signing
as attorney, administrator, trustee or guardian, please give your title as
such.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
PILOTA KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PILOT GROWTH FUND
Vote on Proposals: For Against Abstain
1A. To approve a proposed new Investment Advisory
Agreement between the Trust on behalf of the
Fund and Boatmen's Trust Company, as set forth
in the accompanying proxy statement. / / / / / /
2. To ratify the selection of Arthur Anderson LLP
as independent certified public accountants
for the Trust. / / / / / /
- --------------------------- ----------------------------- --------------
Signature Signature (Joint Owners) Date
<PAGE> 48
THE PILOT FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735
When this proxy is properly executed, the shares represented hereby will be
voted as specified. If no specification is made, this proxy shall be voted
"FOR" the approval of Proposal 1A and "FOR" the approval of Proposal 2
and in the discretion of the proxies with respect to all other matters which
may properly come before the special meeting and any adjustments thereof. The
party signing below acknowledges receipt of the accompanying notice of special
meeting and proxy statement.
Please complete, sign and date Below and Mail in Accompanying Postpaid Envelope.
THE BOARD OF TRUSTEES FAVORS A VOTE FOR EACH PROPOSAL.
THE PILOT FUNDS
PILOT GROWTH AND INCOME FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS DECEMBER 18, 1996
The undersigned appoints William J. Tomko, Bruce Treff, and George O. Martinez
and each of them, attorneys and proxies of the undersigned, with full power of
substitution, to vote all shares of the above noted series (the "Fund") of The
Pilot Funds, which the undersigned is entitled to vote at the combined special
meeting of shareholders of The Pilot Funds to be held on December 18, 1996 at
10 a.m., Eastern time, and at any adjournment thereof.
NOTE: This instrument must be signed by the registered holder(s). When signing
as attorney, administrator, trustee or guardian, please give your title as
such.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
PILOTA KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PILOT GROWTH AND INCOME FUND
Vote on Proposals: For Against Abstain
1A. To approve a proposed new Investment Advisory
Agreement between the Trust on behalf of the
Fund and Boatmen's Trust Company, as set forth
in the accompanying proxy statement. / / / / / /
2. To ratify the selection of Arthur Anderson LLP
as independent certified public accountants
for the Trust. / / / / / /
- --------------------------- ----------------------------- --------------
Signature Signature (Joint Owners) Date
<PAGE> 49
THE PILOT FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735
When this proxy is properly executed, the shares represented hereby will be
voted as specified. If no specification is made, this proxy shall be voted
"FOR" the approval of Proposal 1A and "FOR" the approval of Proposal 2
and in the discretion of the proxies with respect to all other matters which
may properly come before the special meeting and any adjustments thereof. The
party signing below acknowledges receipt of the accompanying notice of special
meeting and proxy statement.
Please complete, sign and date Below and Mail in Accompanying Postpaid Envelope.
THE BOARD OF TRUSTEES FAVORS A VOTE FOR EACH PROPOSAL.
THE PILOT FUNDS
PILOT SMALL CAPITALIZATION EQUITY FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS DECEMBER 18, 1996
The undersigned appoints William J. Tomko, Bruce Treff, and George O. Martinez
and each of them, attorneys and proxies of the undersigned, with full power of
substitution, to vote all shares of the above noted series (the "Fund") of The
Pilot Funds, which the undersigned is entitled to vote at the combined special
meeting of shareholders of The Pilot Funds to be held on December 18, 1996 at
10 a.m., Eastern time, and at any adjournment thereof.
NOTE: This instrument must be signed by the registered holder(s). When signing
as attorney, administrator, trustee or guardian, please give your title as
such.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
PILOTA KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PILOT SMALL CAPITALIZATION EQUITY FUND
Vote on Proposals: For Against Abstain
1A. To approve a proposed new Investment Advisory
Agreement between the Trust on behalf of the
Fund and Boatmen's Trust Company, as set forth
in the accompanying proxy statement. / / / / / /
2. To ratify the selection of Arthur Anderson LLP
as independent certified public accountants
for the Trust. / / / / / /
- --------------------------- ----------------------------- --------------
Signature Signature (Joint Owners) Date
<PAGE> 50
THE PILOT FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735
When this proxy is properly executed, the shares represented hereby will be
voted as specified. If no specification is made, this proxy shall be voted
"FOR" the approval of Proposal 1A and "FOR" the approval of Proposal 2
and in the discretion of the proxies with respect to all other matters which
may properly come before the special meeting and any adjustments thereof. The
party signing below acknowledges receipt of the accompanying notice of special
meeting and proxy statement.
Please complete, sign and date Below and Mail in Accompanying Postpaid Envelope.
THE BOARD OF TRUSTEES FAVORS A VOTE FOR EACH PROPOSAL.
THE PILOT FUNDS
PILOT DIVERSIFIED BOND INCOME FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS DECEMBER 18, 1996
The undersigned appoints William J. Tomko, Bruce Treff, and George O. Martinez
and each of them, attorneys and proxies of the undersigned, with full power of
substitution, to vote all shares of the above noted series (the "Fund") of The
Pilot Funds, which the undersigned is entitled to vote at the combined special
meeting of shareholders of The Pilot Funds to be held on December 18, 1996 at
10 a.m., Eastern time, and at any adjournment thereof.
NOTE: This instrument must be signed by the registered holder(s). When signing
as attorney, administrator, trustee or guardian, please give your title as
such.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
PILOTA KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PILOT DIVERSIFIED BOND INCOME FUND
Vote on Proposals: For Against Abstain
1A. To approve a proposed new Investment Advisory
Agreement between the Trust on behalf of the
Fund and Boatmen's Trust Company, as set forth
in the accompanying proxy statement. / / / / / /
2. To ratify the selection of Arthur Anderson LLP
as independent certified public accountants
for the Trust. / / / / / /
- --------------------------- ----------------------------- --------------
Signature Signature (Joint Owners) Date
<PAGE> 51
THE PILOT FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735
When this proxy is properly executed, the shares represented hereby will be
voted as specified. If no specification is made, this proxy shall be voted
"FOR" the approval of Proposal 1A and "FOR" the approval of Proposal 2
and in the discretion of the proxies with respect to all other matters which
may properly come before the special meeting and any adjustments thereof. The
party signing below acknowledges receipt of the accompanying notice of special
meeting and proxy statement.
Please complete, sign and date Below and Mail in Accompanying Postpaid Envelope.
THE BOARD OF TRUSTEES FAVORS A VOTE FOR EACH PROPOSAL.
THE PILOT FUNDS
PILOT INTERMEDIATE MUNICIPAL BOND FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS DECEMBER 18, 1996
The undersigned appoints William J. Tomko, Bruce Treff, and George O. Martinez
and each of them, attorneys and proxies of the undersigned, with full power of
substitution, to vote all shares of the above noted series (the "Fund") of The
Pilot Funds, which the undersigned is entitled to vote at the combined special
meeting of shareholders of The Pilot Funds to be held on December 18, 1996 at
10 a.m., Eastern time, and at any adjournment thereof.
NOTE: This instrument must be signed by the registered holder(s). When signing
as attorney, administrator, trustee or guardian, please give your title as
such.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
PILOTA KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PILOT INTERMEDIATE MUNICIPAL BOND FUND
Vote on Proposals: For Against Abstain
1A. To approve a proposed new Investment Advisory
Agreement between the Trust on behalf of the
Fund and Boatmen's Trust Company, as set forth
in the accompanying proxy statement. / / / / / /
2. To ratify the selection of Arthur Anderson LLP
as independent certified public accountants
for the Trust. / / / / / /
- --------------------------- ----------------------------- --------------
Signature Signature (Joint Owners) Date
<PAGE> 52
THE PILOT FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735
When this proxy is properly executed, the shares represented hereby will be
voted as specified. If no specification is made, this proxy shall be voted
"FOR" the approval of Proposal 1A and "FOR" the approval of Proposal 2
and in the discretion of the proxies with respect to all other matters which
may properly come before the special meeting and any adjustments thereof. The
party signing below acknowledges receipt of the accompanying notice of special
meeting and proxy statement.
Please complete, sign and date Below and Mail in Accompanying Postpaid Envelope.
THE BOARD OF TRUSTEES FAVORS A VOTE FOR EACH PROPOSAL.
THE PILOT FUNDS
PILOT INTERMEDIATE U.S. GOVERNMENT SECURITIES FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS DECEMBER 18, 1996
The undersigned appoints William J. Tomko, Bruce Treff, and George O. Martinez
and each of them, attorneys and proxies of the undersigned, with full power of
substitution, to vote all shares of the above noted series (the "Fund") of The
Pilot Funds, which the undersigned is entitled to vote at the combined special
meeting of shareholders of The Pilot Funds to be held on December 18, 1996 at
10 a.m., Eastern time, and at any adjournment thereof.
NOTE: This instrument must be signed by the registered holder(s). When signing
as attorney, administrator, trustee or guardian, please give your title as
such.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
PILOTA KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PILOT INTERMEDIATE U.S. GOVERNMENT SECURITIES FUND
Vote on Proposals: For Against Abstain
1A. To approve a proposed new Investment Advisory
Agreement between the Trust on behalf of the
Fund and Boatmen's Trust Company, as set forth
in the accompanying proxy statement. / / / / / /
2. To ratify the selection of Arthur Anderson LLP
as independent certified public accountants
for the Trust. / / / / / /
- --------------------------- ----------------------------- --------------
Signature Signature (Joint Owners) Date
<PAGE> 53
THE PILOT FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735
When this proxy is properly executed, the shares represented hereby will be
voted as specified. If no specification is made, this proxy shall be voted
"FOR" the approval of Proposal 1A and "FOR" the approval of Proposal 2
and in the discretion of the proxies with respect to all other matters which
may properly come before the special meeting and any adjustments thereof. The
party signing below acknowledges receipt of the accompanying notice of special
meeting and proxy statement.
Please complete, sign and date Below and Mail in Accompanying Postpaid Envelope.
THE BOARD OF TRUSTEES FAVORS A VOTE FOR EACH PROPOSAL.
THE PILOT FUNDS
PILOT MUNICIPAL BOND FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS DECEMBER 18, 1996
The undersigned appoints William J. Tomko, Bruce Treff, and George O. Martinez
and each of them, attorneys and proxies of the undersigned, with full power of
substitution, to vote all shares of the above noted series (the "Fund") of The
Pilot Funds, which the undersigned is entitled to vote at the combined special
meeting of shareholders of The Pilot Funds to be held on December 18, 1996 at
10 a.m., Eastern time, and at any adjournment thereof.
NOTE: This instrument must be signed by the registered holder(s). When signing
as attorney, administrator, trustee or guardian, please give your title as
such.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
PILOTA KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PILOT MUNICIPAL BOND FUND
Vote on Proposals: For Against Abstain
1A. To approve a proposed new Investment Advisory
Agreement between the Trust on behalf of the
Fund and Boatmen's Trust Company, as set forth
in the accompanying proxy statement. / / / / / /
2. To ratify the selection of Arthur Anderson LLP
as independent certified public accountants
for the Trust. / / / / / /
- --------------------------- ----------------------------- --------------
Signature Signature (Joint Owners) Date
<PAGE> 54
THE PILOT FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735
When this proxy is properly executed, the shares represented hereby will be
voted as specified. If no specification is made, this proxy shall be voted
"FOR" the approval of Proposal 1A and "FOR" the approval of Proposal 2
and in the discretion of the proxies with respect to all other matters which
may properly come before the special meeting and any adjustments thereof. The
party signing below acknowledges receipt of the accompanying notice of special
meeting and proxy statement.
Please complete, sign and date Below and Mail in Accompanying Postpaid Envelope.
THE BOARD OF TRUSTEES FAVORS A VOTE FOR EACH PROPOSAL.
THE PILOT FUNDS
PILOT U.S. GOVERNMENT SECURITIES FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS DECEMBER 18, 1996
The undersigned appoints William J. Tomko, Bruce Treff, and George O. Martinez
and each of them, attorneys and proxies of the undersigned, with full power of
substitution, to vote all shares of the above noted series (the "Fund") of The
Pilot Funds, which the undersigned is entitled to vote at the combined special
meeting of shareholders of The Pilot Funds to be held on December 18, 1996 at
10 a.m., Eastern time, and at any adjournment thereof.
NOTE: This instrument must be signed by the registered holder(s). When signing
as attorney, administrator, trustee or guardian, please give your title as
such.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
PILOTA KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PILOT U.S. GOVERNMENT SECURITIES FUND
Vote on Proposals: For Against Abstain
1A. To approve a proposed new Investment Advisory
Agreement between the Trust on behalf of the
Fund and Boatmen's Trust Company, as set forth
in the accompanying proxy statement. / / / / / /
2. To ratify the selection of Arthur Anderson LLP
as independent certified public accountants
for the Trust. / / / / / /
- --------------------------- ----------------------------- --------------
Signature Signature (Joint Owners) Date
<PAGE> 55
THE PILOT FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735
When this proxy is properly executed, the shares represented hereby will be
voted as specified. If no specification is made, this proxy shall be voted
"FOR" the approval of Proposal 1A and "FOR" the approval of Proposal 2
and in the discretion of the proxies with respect to all other matters which
may properly come before the special meeting and any adjustments thereof. The
party signing below acknowledges receipt of the accompanying notice of special
meeting and proxy statement.
Please complete, sign and date Below and Mail in Accompanying Postpaid Envelope.
THE BOARD OF TRUSTEES FAVORS A VOTE FOR EACH PROPOSAL.
THE PILOT FUNDS
PILOT MISSOURI SHORT-TERM TAX-EXEMPT FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS DECEMBER 18, 1996
The undersigned appoints William J. Tomko, Bruce Treff, and George O. Martinez
and each of them, attorneys and proxies of the undersigned, with full power of
substitution, to vote all shares of the above noted series (the "Fund") of The
Pilot Funds, which the undersigned is entitled to vote at the combined special
meeting of shareholders of The Pilot Funds to be held on December 18, 1996 at
10 a.m., Eastern time, and at any adjournment thereof.
NOTE: This instrument must be signed by the registered holder(s). When signing
as attorney, administrator, trustee or guardian, please give your title as
such.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
PILOTA KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PILOT MISSOURI SHORT-TERM TAX-EXEMPT FUND
Vote on Proposals: For Against Abstain
1A. To approve a proposed new Investment Advisory
Agreement between the Trust on behalf of the
Fund and Boatmen's Trust Company, as set forth
in the accompanying proxy statement. / / / / / /
2. To ratify the selection of Arthur Anderson LLP
as independent certified public accountants
for the Trust. / / / / / /
- --------------------------- ----------------------------- --------------
Signature Signature (Joint Owners) Date
<PAGE> 56
THE PILOT FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735
When this proxy is properly executed, the shares represented hereby will be
voted as specified. If no specification is made, this proxy shall be voted
"FOR" the approval of Proposal 1A and "FOR" the approval of Proposal 2
and in the discretion of the proxies with respect to all other matters which
may properly come before the special meeting and any adjustments thereof. The
party signing below acknowledges receipt of the accompanying notice of special
meeting and proxy statement.
Please complete, sign and date Below and Mail in Accompanying Postpaid Envelope.
THE BOARD OF TRUSTEES FAVORS A VOTE FOR EACH PROPOSAL.
THE PILOT FUNDS
PILOT SHORT-TERM DIVERSIFIED ASSETS FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS DECEMBER 18, 1996
The undersigned appoints William J. Tomko, Bruce Treff, and George O. Martinez
and each of them, attorneys and proxies of the undersigned, with full power of
substitution, to vote all shares of the above noted series (the "Fund") of The
Pilot Funds, which the undersigned is entitled to vote at the combined special
meeting of shareholders of The Pilot Funds to be held on December 18, 1996 at
10 a.m., Eastern time, and at any adjournment thereof.
NOTE: This instrument must be signed by the registered holder(s). When signing
as attorney, administrator, trustee or guardian, please give your title as
such.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
PILOTA KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PILOT SHORT-TERM DIVERSIFIED ASSETS FUND
Vote on Proposals: For Against Abstain
1A. To approve a proposed new Investment Advisory
Agreement between the Trust on behalf of the
Fund and Boatmen's Trust Company, as set forth
in the accompanying proxy statement. / / / / / /
2. To ratify the selection of Arthur Anderson LLP
as independent certified public accountants
for the Trust. / / / / / /
- --------------------------- ----------------------------- --------------
Signature Signature (Joint Owners) Date
<PAGE> 57
THE PILOT FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735
When this proxy is properly executed, the shares represented hereby will be
voted as specified. If no specification is made, this proxy shall be voted
"FOR" the approval of Proposal 1A and "FOR" the approval of Proposal 2
and in the discretion of the proxies with respect to all other matters which
may properly come before the special meeting and any adjustments thereof. The
party signing below acknowledges receipt of the accompanying notice of special
meeting and proxy statement.
Please complete, sign and date Below and Mail in Accompanying Postpaid Envelope.
THE BOARD OF TRUSTEES FAVORS A VOTE FOR EACH PROPOSAL.
THE PILOT FUNDS
PILOT SHORT-TERM TAX-EXEMPT DIVERSIFIED FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS DECEMBER 18, 1996
The undersigned appoints William J. Tomko, Bruce Treff, and George O. Martinez
and each of them, attorneys and proxies of the undersigned, with full power of
substitution, to vote all shares of the above noted series (the "Fund") of The
Pilot Funds, which the undersigned is entitled to vote at the combined special
meeting of shareholders of The Pilot Funds to be held on December 18, 1996 at
10 a.m., Eastern time, and at any adjournment thereof.
NOTE: This instrument must be signed by the registered holder(s). When signing
as attorney, administrator, trustee or guardian, please give your title as
such.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
PILOTA KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PILOT SHORT-TERM TAX-EXEMPT DIVERSIFIED FUND
Vote on Proposals: For Against Abstain
1A. To approve a proposed new Investment Advisory
Agreement between the Trust on behalf of the
Fund and Boatmen's Trust Company, as set forth
in the accompanying proxy statement. / / / / / /
2. To ratify the selection of Arthur Anderson LLP
as independent certified public accountants
for the Trust. / / / / / /
- --------------------------- ----------------------------- --------------
Signature Signature (Joint Owners) Date
<PAGE> 58
THE PILOT FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735
When this proxy is properly executed, the shares represented hereby will be
voted as specified. If no specification is made, this proxy shall be voted
"FOR" the approval of Proposal 1A and "FOR" the approval of Proposal 2
and in the discretion of the proxies with respect to all other matters which
may properly come before the special meeting and any adjustments thereof. The
party signing below acknowledges receipt of the accompanying notice of special
meeting and proxy statement.
Please complete, sign and date Below and Mail in Accompanying Postpaid Envelope.
THE BOARD OF TRUSTEES FAVORS A VOTE FOR EACH PROPOSAL.
THE PILOT FUNDS
PILOT SHORT-TERM U.S. TREASURY FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS DECEMBER 18, 1996
The undersigned appoints William J. Tomko, Bruce Treff, and George O. Martinez
and each of them, attorneys and proxies of the undersigned, with full power of
substitution, to vote all shares of the above noted series (the "Fund") of The
Pilot Funds, which the undersigned is entitled to vote at the combined special
meeting of shareholders of The Pilot Funds to be held on December 18, 1996 at
10 a.m., Eastern time, and at any adjournment thereof.
NOTE: This instrument must be signed by the registered holder(s). When signing
as attorney, administrator, trustee or guardian, please give your title as
such.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
PILOTA KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PILOT SHORT-TERM U.S. TREASURY FUND
Vote on Proposals: For Against Abstain
1A. To approve a proposed new Investment Advisory
Agreement between the Trust on behalf of the
Fund and Boatmen's Trust Company, as set forth
in the accompanying proxy statement. / / / / / /
2. To ratify the selection of Arthur Anderson LLP
as independent certified public accountants
for the Trust. / / / / / /
- --------------------------- ----------------------------- --------------
Signature Signature (Joint Owners) Date
