Bascom Hill Investors, Inc.
6411 Mineral Point Road
Madison, Wisconsin 53705
800-767-0300
May 1, 1997
Dear Shareholder:
We are pleased to announce the most important change made
for the shareholders of Bascom Hill Investors, Inc. since
our founding in 1978. It has been our desire to further the
growth of the fund, give wider exposure to our investment
record, offer more services and hopefully to reduce
operating costs. Madison Investment Advisors, Inc.
(actually, its subsidiary, Bankers Finance Advisors, LLC)
has been named as the investment
advisor to a "family of funds" including a fund with similar
investment goals and strategies as your fund, previously
called the GIT Equity Trust Select Growth Portfolio. In
order to accomplish these goals, the management and
Directors of your fund, and the Trustees of GIT Equity Trust
all recommend that these two funds be "merged" and renamed.
The important enclosed Prospectus/Proxy Statement requires
your immediate attention.
The management of your fund will not change! The persons
now responsible for the day-to-day management of the fund
under the direction of Madison's investment committee
will continue to be responsible for the merged fund.
The investment philosophy will remain the same. Both
funds hold substantially similar portfolios at this time,
thus requiring little portfolio changes or sales. The
merged fund will be larger, offer more shareholder services,
be available for sale in many more states and have reduced
management fees!
The Advantages
o The merged fund will be larger, with a greater number of
shareholders, hopefully leading to a national newspaper
listing.
o The merged fund's annual operating expenses will be reduced
from 1.17% to 1.15%.
o You will have the ability to "switch" to two money
market funds as well as other equity funds, bond funds and
tax-free income funds.
o You will now enjoy our own customer service staff and new
services, such as 24-hour telephone access to account
information and other state of the art account service
features.
New Fund and Family Name
There is good news and bad news. The good news is that we
will adopt a new name for your fund appropriate for a fund
of its caliber in a full service mutual fund family. The
bad news: Like you, we've been attached to Bascom Hill
Investors, our flagship fund for nearly two decades. But,
we're in agreement with the University of Wisconsin
Foundation that our enlarged family of funds would suffer
ongoing name confusion with their "Bascom Hill Society".
Again, a mere name change doesn't signal any change in
philosophy or management!
Annual Meeting & Questions
Naturally, we're excited about the changes facing our fund
and the numerous new services we'll be able to offer. We
are always available to discuss the merger and its
implications. Please plan on attending our Annual Meeting
on May 28, 1997. Or, please call us with any questions if
you're unable to attend.
PLEASE REVIEW THE ENCLOSED PROSPECTUS/PROXY
STATEMENT AND SEND US YOUR VOTED PROXY AS SOON
AS POSSIBLE.
Thank you.
Sincerely,
(signature)
Frank E. Burgess
President, Bascom Hill Investors, Inc.
and Madison Investment Advisors, Inc.
Sincerely.
(signature)
Katherine L. Frank
President, GIT Equity Trust
<PAGE>
Bascom Hill Investors, Inc.
6411 Mineral Point Road
Madison, Wisconsin 53705
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 28, 1997
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of the Bascom Hill Investors, Inc. (the "Investors Fund") will
be held at the Radisson Inn, 517 Grand Canyon Drive, Madison, Wisconsin, on
Wednesday, May 28, 1997, at 4:00 p.m. for the following purposes:
1. To consider and act upon the Agreement and Plan of
Merger (the "Plan") dated April 1, 1997
providing for the acquisition of substantially all of the
assets of the Investors Fund by GIT Equity Trust Select
Growth Portfolio (the "GIT Fund"), an existing
series of GIT Equity Trust (the "Trust"), in exchange
for shares of the GIT Fund and the assumption by the
GIT Fund of certain identified liabilities
of the Investors Fund, and for distribution of such shares of the
GIT Fund to shareholders of the Investors Fund.
2. To elect four (4) directors to serve until the
next Annual Meeting of Shareholders, or until their
successors are duly elected and qualified or the
Investors Fund's earlier Merger; and
3. To approve or disapprove the continuation of the
Investment Advisory Agreement between the Investors
Fund and Madison Investment Advisors, Inc.; and
4. To ratify or reject the selection of Williams,
Young & Associates, LLC as auditors of the Investors
Fund for the fiscal year ending December 31, 1997
or its earlier Merger; and
5. To transact any other business as may properly
come before the meeting or any adjournments thereof.
The Directors of the Investors Fund have fixed the close
of business on March 31, 1997 as the record date for the
determination of shareholders of the Investors Fund
entitled to notice of and to vote at this Meeting or any
adjournment thereof.
IMPORTANT
Your vote is important and all Shareholders are asked to
be present in person or by proxy. If you are unable to
attend the meeting in person, we urge you to complete, sign,
date and return the enclosed proxy as soon as possible using
the enclosed stamped envelope. Sending the proxy will not
prevent you from personally voting your shares at the
Meeting since you may revoke your proxy by advising the
Secretary of the Investors Fund in writing (by subsequent
proxy or otherwise) of such revocation at anytime before it
is voted.
By order of the Board of Directors
(signature)
Katherine L. Frank
Secretary
May 1, 1997
<PAGE>
PROSPECTUS/PROXY STATEMENT DATED MAY 1, 1997
Acquisition of Assets of
Bascom Hill Investors, Inc.
6411 Mineral Point Road
Madison, Wisconsin 53705
1-800-767-0300
By and in Exchange for Shares of
The Select Growth Portfolio
of
GIT Equity Trust
1655 Ft. Myer Drive, Suite 1000
Arlington, Virginia 22209
1-800-336-3063
This Prospectus/Proxy Statement is being furnished to
shareholders of Bascom Hill Investors, Inc. (the "Investors
Fund") in connection with a proposed Agreement and Plan of
Merger (the "Plan"), to be submitted to shareholders of the
Investors Fund for consideration at the Annual Meeting of
Shareholders to be held at the Radisson Inn, 517 Grand
Canyon Drive, Madison, Wisconsin, on Wednesday, May 28,
1997, at 4:00 p.m., and any adjournments thereof (the
"Meeting"). The Plan provides for substantially all of
the assets of the Investors Fund to be acquired by the
Select Growth Portfolio, a series of GIT Equity Trust (the
"GIT Fund"), in exchange for shares of the GIT Fund and the
assumption by the GIT Fund of certain identified liabilities
of the Investors Fund (hereinafter referred to as the
"Merger"). Following the Merger, shares of the GIT Fund will
be distributed to shareholders of the Investors Fund. For
economic purposes, the Investors Fund will continue as the
GIT Fund in light of the similarities in management,
investment policies and other factors. As a legal, entity,
however, the Investors Fund will not continue after the
Merger. As a result of the proposed Merger, each
shareholder of the Investors Fund will receive that number
of shares of the GIT Fund having an aggregate net asset
value equal to the aggregate net asset value of such
shareholder's shares of the Investors Fund, calculated as
set forth in the Plan. The Merger is being structured as a
tax-free reorganization for federal income tax purposes.
The GIT Investment Fund family is expected to be
renamed "Mosaic Funds" prior to the Merger. The merged
fund is expected to be known as Mosaic Equity Trust,
Investors Fund.
GIT Equity Trust is an open-end diversified management investment
company currently comprised of four publicly offered series, one of
which, the GIT Fund, is a party to the Merger.
The GIT Fund and the Investors Fund have substantially similar
investment objectives, policies and investment restrictions. Both
Funds seek capital growth with income as an important but secondary
consideration. Both funds seek to achieve their objectives by investing
in common stocks having potential for growth.
This Prospectus/Proxy Statement, which should be retained
for future reference, sets forth concisely the information
about the GIT Fund that shareholders of the Investors Fund
should know before voting on the Merger or investing in the
GIT Fund. Certain relevant documents listed below, which
have been filed with the Securities and Exchange Commission
("SEC"), are incorporated in whole or in part by reference.
A Statement of Additional Information dated May 1, 1997,
relating to this Prospectus/Proxy Statement and the Merger,
incorporating by reference the financial statements of the
Investors Fund dated December 31, 1996, has been filed with
the SEC and is incorporated by reference in its entirety
into this Prospectus/Proxy Statement. A copy of such
Statement of Additional Information is available upon
request and without charge by calling or writing to
the Trust at the address and phone number
listed on the cover page of this Prospectus/Proxy Statement.
The prospectus of the GIT Fund dated July 31, 1996 is
incorporated herein in its entirety by reference. Investors
Fund shareholders will receive a copy of the GIT Fund
prospectus in addition to this Prospectus/Proxy Statement.
A copy of the Statement of Additional Information dated
July 31, 1996 and the most recent Annual and Semi-Annual
Reports for the GIT Fund, dated March 31, 1996 and
September 30, 1996, respectively, are available upon request
without charge by calling 608-274-0300 or toll-free 800-336-3063.
It is anticipated that upon the effective date of the
reorganization proposed in this Prospectus/Proxy Statement,
a then-effective copy of the GIT Fund's Prospectus will be
provided to each shareholder of the GIT Fund.
The Prospectus of the Investors Fund dated February 28, 1997
is incorporated herein in its entirety by reference. A copy
of the Prospectus, a Statement of Additional Information
dated the same date and the Annual Report for the fiscal
year ended December 31, 1996 are available upon request
without charge by writing the Investors Fund at the address
listed on the cover page of this Prospectus/Proxy Statement
or by calling 608-274-0300 or toll-free 800-767-0300.
Also accompanying this Prospectus/Proxy Statement as Exhibit A is a
copy of the Plan for the proposed Merger.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS/PROXY STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
Page
SUMMARY
Proposed Merger................................... 4
Comparison of Expenses............................ 4
Tax Consequences.................................. 6
Investment Objectives and Policies................ 6
Total Return Performances of the Funds............ 7
Management; Advisory Fees and Expense Ratios...... 7
Distribution; Sales Charges....................... 7
Purchase and Redemption Procedures................ 7
Exchange Privileges............................... 8
Dividend Policy................................... 8
RISKS.............................................. 8
MANAGEMENT OF THE FUNDS............................ 9
MATERIAL PROVISIONS OF THE PROPOSED TRANSACTION.... 9
INFORMATION ABOUT THE MERGER....................... 9
Plan of Merger.................................... 9
Capitalization....................................11
REASONS FOR THE MERGER PLAN........................11
DESCRIPTION OF SHARES OF THE GIT
FUND AND THE INVESTORS FUND........................12
FEDERAL INCOME TAX CONSEQUENCES....................12
COMPARATIVE INFORMATION ON SHAREHOLDERS' RIGHTS....13
Form of Organization..............................13
Capitalization and Shareholder Liability..........14
Shareholder Meetings and Voting Rights............14
ADDITIONAL INFORMATION.............................15
Investors Fund ...................................15
GIT Fund..........................................15
AVAILABILITY OF PROXY MATERIALS....................15
OTHER BUSINESS.....................................16
Election of Directors.............................16
Approval of Advisory Agreement....................18
VOTING INFORMATION.................................20
<PAGE>
SUMMARY
THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
THE ADDITIONAL INFORMATION CONTAINED ELSEWHERE IN THIS
PROSPECTUS/PROXY STATEMENT (INCLUDING THE DOCUMENTS
INCORPORATED THEREIN BY REFERENCE), AND TO THE EXTENT NOT
INCONSISTENT WITH SUCH ADDITIONAL INFORMATION, THE PROSPECTUS OF
BASCOM HILL INVESTORS, INC. DATED FEBRUARY 28, 1997, THE
PROSPECTUS OF GIT EQUITY TRUST DATED JULY 31, 1996, AND THE
PLAN, A COPY OF WHICH IS ATTACHED TO THIS PROSPECTUS/PROXY
STATEMENT AS EXHIBIT A.
Proposed Merger. The Plan provides for the transfer of
substantially all of the assets of Bascom Hill Investors,
Inc. ("the Investors Fund"), in exchange for shares of the
Select Growth Portfolio ("the GIT Fund"), an existing series
of GIT Equity Trust, and the assumption by the GIT Fund of
certain identified liabilities of the Investors Fund. The
Plan also calls for the distribution of shares of the
GIT Fund to the Investors Fund shareholders. (The
transaction is referred to in this Prospectus/Proxy
Statement as the "Merger.") As a result of the Merger, each
shareholder of record of the Investors Fund will become the
record holder of that number of full and fractional shares
of the GIT Fund having an aggregate net asset value equal to
the aggregate net asset value of the shareholder's shares of
the Investors Fund, calculated as set forth in the Plan, as
of the close of business on the date that the Investors
Fund's assets are exchanged for Shares of the GIT Fund. See
"Information About the Merger."
The Board of Directors of the Investors Fund and the Board
of Trustees of the GIT Fund, including the Directors and
Trustees who are not "interested persons," as that term is
defined in the Investment Company Act of 1940, as amended
(the "1940 Act"), have concluded that it is in the best
interests of both Funds for the Merger to take place. The
Directors of the Investors Fund have concluded that the
interests of the existing shareholders of the Investors Fund
will not be diluted as a result of the transactions
contemplated by the Merger, and therefore has submitted the
Plan for the approval by the Investors Fund's shareholders.
The Board of Directors recommends approval of the Plan
effecting the Merger. The Board of Trustees of GIT Equity Trust
has approved the Plan, and accordingly, the GIT Fund's
participation in the Merger.
Approval of the Merger on the part of the Investors Fund
will require the affirmative vote of more than 50% of its
outstanding voting securities. See "Voting Information."
If the shareholders of the Investors Fund do not vote to
approve the Merger, Madison Investment Advisors,
Inc. and the Investors Fund's Directors will continue to
operate the Investors Fund under its existing
arrangements.
Bankers Finance Advisors, LLC ("BFA"), the investment advisor
to the GIT Fund, will bear all the expenses of the GIT Fund in connection
with the Merger and Madison Investment Advisors, Inc.
(the investment advisor to the Investors Fund) will bear all of the
expeses of the Investors Fund in connection with the Merger.
Comparison of Expenses:
The following tables show for the Investors Fund and the GIT
Fund the anticipated shareholder transaction costs associated with
an investment in the GIT Fund and the shares of the Investors
Fund. Also presented is the estimated expenses of the resulting
combined fund.
Investors
GIT Fund Fund Combined Fund
Shareholder
Transaction Expenses
Maximum Sales Load
Imposed on Purchases
(as a percentage of
offering price) None None None
Maximum Sales Load
Imposed on Reinvested
Dividends (as a percentage
of offering price) None None None
Contingent Deferred
Sales Charge None None None
Exchange Fee None None None
Redemption Fees None None None
Annual Fund Operating Expenses
(as a percentage of average
daily net assets)
Management Fees .75% .80% .75%
12b-1 Fees None None None
Other Expenses 1.04% .37% .40%
Total Fund Operating
Expenses 1.79% 1.17% 1.15%
The foregoing and following tables show for each Fund the
annual operating expenses (as a percentage of average net
assets) attributable to the the GIT Fund , the Investors
Fund and the resulting combined fund, together with examples
of the cumulative effect of such expenses on a $1,000
investment in such shares for the periods specified,
assuming (i) a 5% annual return, and (ii) redemption at the
end of such period.
GIT Fund Investors Fund Combined Fund
After 1 year $ 18 $ 12 $ 12
After 3 years $ 56 $ 37 $ 37
After 5 years $ 97 $ 64 $ 63
After 10 years $211 $142 $140
The purpose of the foregoing tables is to assist a Investors
Fund shareholder in understanding the various costs and
expenses that an investor in the GIT Fund will bear directly
and indirectly, as compared with the various direct and
indirect expenses that would be borne by an Investors Fund
shareholder and a shareholder in the combined fund. The
amounts set forth in the foregoing tables and in the
examples with respect to the Investors Fund are based on the
expenses of shares of the Investors Fund for the fiscal year
ended December 31, 1996 and, with respect to the GIT Fund,
are based on the expenses of shares for its fiscal year
ended March 31, 1996 and, with respect to the combined fund,
based on the estimated expenses following the Merger. These
examples should not be considered a representation of
future expenses or past or future annual return. Actual annual
return and future expenses may be greater or less than those
shown. Additional fees and transaction charges described
in "How to Purchase and Redeem Shares" and "Transaction
Charges" in the enclosed GIT Fund Prospectus, if applicable,
will increase the level of expenses that can be incurred.
The Trust has entered into a services agreement with Bankers
Finance Advisors, LLC (see Management; Advisory Fees
and Expense Ratios, below) for the provision of certain
transfer agency, shareholder service and administrative functions
on behalf of its existing portfolios. Such services are currently
provided at cost. The Trust is expected to establish a flat fee
prior to the date of the Merger by which such functions are provided
to the GIT Fund at a rate not to exceed 0.40% of average
daily net assets and which fee shall be reviewed annually by
the Trustees. Although this figure is 0.03% higher than the
expenses paid by the Investors Fund in 1996, the merged
fund will be providing new and improved services and such
increase is completely offset by the 0.05% reduction in advisory
fees, thus lowering total fund operating expenses to 1.15% from
1.17%.
Tax Consequences. Prior to or at the completion of the
Merger, the Investors Fund will have received an
opinion of counsel that the Merger has been structured
so that no gain or loss will be recognized by the Investors
Fund or its shareholders for federal income tax purposes
as a result of the receipt of shares of the GIT Fund in the
Merger. The holding period and aggregate tax basis of
shares of the GIT Fund that
are received by the Investors Fund shareholders will be
the same as the holding period and aggregate tax basis of
shares of the Investors Fund previously held by such
shareholders, provided that shares of the Investors Fund
are held as capital assets. In addition, the holding period
and tax basis of the assets of the Investors Fund in
the hands of the GIT Fund as a result of the Merger
will be the same as in the hands of the Investors Fund
immediately prior to the Merger.
Investment Objectives and Policies. Both Funds seek long-
term growth of capital through selection of common stocks.
Production of current income is an important but secondary
objective. There is no assurance the investment objective of
either Fund will be achieved.
Management; Advisory Fees and Expense Ratios. Madison
Investment Advisors, Inc. ("Madison") serves as the
investment advisor for the Investors Fund for an annual
fee of .80% of the first $50 million of average daily net assets
and .75% of the average daily net assets above $50 million.
Bankers Finance Advisors, LLC, a subsidiary of Madison
("BFA") serves as the investment advisor to the GIT Fund for
an annual fee of .75% of average daily net assets, which fee
will remain in place after the Merger.
BFA assumed management of the GIT Fund effective July 31,
1996. Madison shares its portfolio management personnel
with BFA. Although the Investors Fund is managed
by Madison's investment policy committee, the persons on such
committee who have become primarily responsible for the
management of the Investors Fund are the same persons
who are currently primarily responsible for the management
of the GIT Fund. In light of the similarity in both management
and investment objectives (discussed above), Investors Fund
shareholders are not expected to experience any change in the
quality, style or manner of management of their investment after
the Merger. No unusual portfolio composition changes are
expected to occur because of the Merger.
The business affairs of the Investors Fund are managed by
the Board of Directors of the Investors Fund and the
business affairs of the GIT Fund are managed by the Board of
Trustees of GIT Equity Trust. For the fiscal year ended
December 31, 1996, the Investors Fund's ratio of expenses
to average daily net assets was 1.17%. For the fiscal year ended
March 31, 1996, the GIT Fund's ratio of expenses to average daily
net assets was 1.79%.
Total Return Performances of the Funds. The total return for
the Investors Fund for the fiscal year ended December 31,
1996 was 23.36%. The average annual total return for the
five and ten fiscal years ended December 31, 1996 was 12.78%
and 10.58%, respectively. BFA and the Madison portfolio
management staff assumed investment responsibility for
the GIT Fund on July 31, 1996. Prior to then, the GIT Fund
was managed by another investment advisor. Except for the
final five months of 1996, the following performance
information reflects the performance of the GIT Fund while
managed by the prior advisor: The total return for the GIT
Fund for the year ended December 31, 1996 was 14.09%. The
average annual return for the five and ten years ended
December 31, 1996 was 8.82% and 9.53%, respectively.
The calculations of total return assume the reinvestment of
all dividends and capital gains distributions on the
reinvestment date and the deduction of all recurring
expenses (including sales charges) that were charged to
shareholders' accounts.
Distribution; Sales Charges. Neither the GIT Fund nor the Investors
Fund imposes any sales charges or redemption fees. GIT Investment
Services, Inc. of the same address as the GIT Equity Trust acts as the
Trust's Distributor. Madison acts as distributor of the Investors
Fund's shares.
Purchase and Redemption Procedures.
The minimum initial purchase requirement for the Investors
Fund and the GIT Fund is $1,000. The GIT Fund does not have
a minimum for subsequent purchases, but it
reserves the right to return investments of less than
$50.00. The minimum subsequent purchase requirement for the
Investors Fund is $100.
Each Fund provides for mail or wire redemption of shares at
net asset value next determined after receipt of the
redemption request on each day the New York Stock Exchange
is open for business. An additional feature of the GIT Fund is the
ability of shareholders to redeem by telephone.
The GIT Fund may, after prior notice, involuntarily redeem
shareholders' accounts that have less than $700 of invested
funds. There is no comparable provision in the Investors
Fund.
Exchange Privileges. After the Merger, an option not
currently available to shareholders of the Investors Fund
will be the ability of shareholders to exchange shares
of the GIT Fund for shares of other funds of
the GIT Investment Funds mutual fund family. There is no
comparable provision in the Investors Fund. No sales
charge is imposed on an exchange. An exchange which
represents an initial investment in another fund of
the GIT mutual fund family must amount to at least $1,000,
or $500 for an IRA account. Although there is no present
intention to do so, an exchange privilege may be modified or
terminated at any time.
Dividend Policy. Both the GIT Fund and the Investors Fund
distribute any net investment income and net capital
gains at least annually. Income dividends and capital gain
distributions are automatically reinvested in additional
shares, unless the shareholder has made a written request
for payment in cash. Shareholders of the Investors Fund that
have elected, as of June 13, 1997, to receive dividends
and/or distributions in cash will continue to do so after
the Merger. After the Merger, former Investors Fund
shareholders may change their election with respect to
receipt in cash or reinvestment of dividends or
distributions of the GIT Fund.
RISKS
Since the investment objective of each Fund is substantially
comparable and the policies and investment restrictions of
each Fund are substantially similar, Madison, as advisor to
the Investors Fund, believes that there is no significant
difference in the risks involved in investing in each Fund's
shares. Although diversification of investments may tend to
reduce the exposure involved in holding individual equity
securities, substantially all of the securities purchased
by both Funds are subject to market and business risks.
Unlike the Investors Fund, the GIT Fund is permitted to invest in
foreign securities, but BFA, as advisor to the GIT
Fund, has no present intention of so investing. The GIT
Fund's investment in repurchase agreement transactions may
involve risks greater than those that would be experienced by
holding a portfolio of conventional equity securities.
Repurchase agreements involve a sale of securities to the fund
by a financial institution or securities dealer, simultaneous with
an agreement by that insitution to repurchase the same securities
at the same price, plus interest, at a later date. BFA follows
procedures to ensure that all repurchase agreements are at least
100 percent collateralized as to principal and interest. When
investing in repurchase agreements, the GIT Fund relies on the
other party to complete the transaction on the scheduled date
by repurchasing the securities. If the other party fails to do so,
the fund would hold securities it did not intend to own and it
might incur a loss were it to sell such securities. It could also
incur losses upon the exercise of its rights under the repurchase
agreement if the other party to the agreement became insolvent.
There is no assurance that investment performance will be positive
and that the Funds will meet their investment objectives.
MANAGEMENT OF THE FUNDS
Bankers Finance Advisors, LLC provides investment advisory
services to the GIT Fund. The address of BFA is 1655 Ft.
Myer Drive, Arlington, Virginia 22209. BFA is a subsidiary
of Madison, 6411 Mineral Point Road, Madison, Wisconsin,
53705, which provides investment advisory services
to the Investors Fund. Madison and BFA maintain identical portfolio
management personnel. The persons responsible for the day-to-day
management of the GIT Fund are Frank Burgess and Jay Sekelsky,
members of Madison's investment policy committee.
Madison has served as investment advisor to the Investors Fund since
its inception. The Investors Fund is managed by Madison's investment
policy committee, from which Messrs. Burgess and Sekelsky have
emerged as the persons primarily responsible for its day-to-day
management.
MATERIAL PROVISIONS OF THE PROPOSED TRANSACTION
On July 31, 1996, Madison acquired the investment
management-related assets of Bankers Finance Investment
Management Corp., the former advisor to the GIT Investment
Funds Family of mutual funds, and began providing investment
advisory services to such funds at that time. Madison has
recommended to the Directors of the Investors Fund and to
the Trustees of the GIT Fund that economies of scale,
efficiencies of management and other benefits (see
"Reasons for the Merger Plan" below) can be achieved
through the merger of the two Funds. The Investors Fund
has entered into an Agreement and Plan of Merger in the
form attached hereto as Exhibit A.
The consummation of the reorganization contemplated by the
Agreement is subject to a number of conditions, which
include: (i) the receipt of all necessary regulatory
approvals; (ii) the approval by the shareholders of the
Investors Fund; (iii) the accuracy of the representations
and warranties contained in the Agreement; (iv) the absence
of pending or threatened litigation relating to the
reorganizations contemplated by the Agreement; and (v) the
receipt of various legal opinions.
Because BFA is a subsidiary of Madison, neither BFA nor
Madison will receive any amount of remuneration in
connection the with the Merger, except as otherwise
described herein under existing investment advisory and
management services agreements with the GIT Fund.
INFORMATION ABOUT THE MERGER
Plan of Merger. The following summary of the Plan is
qualified in its entirety by reference to the Plan (Exhibit
A hereto). The Plan provides that the GIT Fund will acquire
substantially all of the assets of the Investors Fund in
exchange for shares of the GIT Fund and the assumption by
the GIT Fund of certain identified liabilities of the
Investors Fund on June 13, 1997 or such later date as may be
agreed upon by the parties (the "Merger Date"). Prior to the
Merger Date, the Investors Fund will endeavor to discharge
all of its known liabilities and obligations. The GIT Fund
will not assume any liabilities or obligations of the
Investors Fund other than those liabilities reflected in an
unaudited statement of assets and liabilities of the
Investors Fund prepared as of the close of regular trading
on the New York Stock Exchange, Inc. (the "NYSE"), currently
4:00 pm. Eastern Time, on the Merger Date. The number of
full and fractional shares of the GIT Fund to be issued to
the Investors Fund's shareholders will be determined on the
basis of the relative net asset values per share of the GIT
Fund's shares and the Investors Fund's shares, computed as
of the close of regular trading on the NYSE on the Merger
Date. The net asset value per share of such shares will be
determined by dividing the respective assets, less
liabilities, by the total number of outstanding shares.
Star Bank, the custodian for the GIT Fund, will compute the
value of each Fund's respective portfolio securities. The
method of valuation employed will be consistent with the
procedures set forth in the GIT Fund's Prospectus and
Statement of Additional Information, Rule 22c-1 under the
1940 Act, and with the interpretations of such rule by the
SEC's Division of Investment Management.
At or prior to the Merger Date, the Investors Fund shall
have declared a dividend or dividends and distribution or
distributions which, together with all previous such
dividends and distributions, shall have the effect of
distributing to the Investors Fund's shareholders all of the
Investors Fund's investment company taxable income for the
taxable year ending on or prior to the Merger Date (computed
without regard to any deduction for dividends paid) and all
of its net capital gains realized in all taxable years
ending on or prior to the Merger Date (after reductions for
any capital loss carryforward).
As soon after the Merger Date as conveniently practicable,
the Investors Fund distribute pro rata to shareholders of
record as of the close of business on the Merger Date the
full and fractional shares of the GIT Fund received by the
Investors Fund. Such distribution will be accomplished by
the establishment of accounts in the names of the Investors
Fund's shareholders on the share records of the GIT Fund's
transfer agent. Each account will represent the respective
pro rata number of full and fractional shares of the GIT
Fund due to such Investors Fund's shareholders. After the
distribution and the winding up of its affairs, the Investors
Fund will terminate as a legal entity, although
for practical and economic purposes it will continue its
business after the Merger as the GIT Fund. The GIT
Fund will not issue share certificates to shareholders
and the shares issued will not have preemption or
conversion rights.
The consummation of the Merger is subject to the conditions
set forth in the Plan, including approval by the Investors
Fund's shareholders, accuracy of various representations and
warranties and receipt of opinions of counsel including
those matters referred to in "Federal Income Tax
Consequences." The Plan can be terminated by mutual
agreement or upon the failure of either Fund to satisfy
the required conditions.
If the Merger is not approved by shareholders of the Investors
Fund, its Board of Directors will continue to operate the
Investors Fund under its existing arrangements.
Capitalization. The following table shows the capitalization
as of December 31, 1996 of the GIT Fund and the Investors
Fund individually and on a pro forma combined basis as of
that date, giving effect to the proposed acquisition of the
Investors Fund's net assets at fair value or market value, as
appropriate:
<TABLE>
<S> <C> <C> <C>
GIT Investors Pro Forma For
Fund Fund Merger
Net Assets $6,904,690 $13,111,552 $20,016,242
Net Asset Value
per share $20.47 $17.92 $20.47
Shares
outstanding 337,357 731,754 977,976
Had the Merger been consummated on December 31, 1996, the
Investors Fund would have received 640,619 shares of the GIT
Fund, which would then be available for distribution to
shareholders. No assurance can be given as to how many shares
of the GIT Fund that Investors Fund shareholders will receive
on the Merger Date and the foregoing should not be relied upon
to reflect the number of shares of the GIT Fund that will
actually be received on or after the Merger Date.
As of March 31, 1997, (the "Record Date"), there were 741,199.383
outstanding shares of beneficial interest of the Investors Fund.
As of the Record Date, the officers and Directors of the
Investors Fund beneficially owned as a group less than 10%
of the outstanding shares of the Investors Fund. (See
"Other Business, Election of Directors" below) To the
best knowledge of the Investors Fund Directors, as of the
Record Date, no other shareholder or "group" (as that term
is used in Section 13(d) of the Securities Exchange Act of
1934, the ("Exchange Act")) beneficially owned more than 5%
of the Investors Fund's outstanding shares.
REASOSN FOR THE MERGER PLAN.
The Directors of the Investors Fund requested and reviewed extensive
information from Madison and BFA in evaluating the effect of
the consolidation on the shareholders of the Investors Fund.
The information described: performance of BFA/Madison managed
funds; the extensive investment research, including credit analysis,
available to BFA/Madison managed funds; the expenses of the
BFA managed funds in relation to other mutual
funds and to the Investors Fund; the possibility of a future
reduction in expenses per share as a result of the consolidation;
the quality and variety of administrative services provided BFA
managed funds and the financial condition of the service providers;
the opportunities for investment by shareholders among a family
of mutual funds; and the opportunities for marketing among a
family of mutual funds.
The independent Directors of the Investors Fund retained
independent counsel to advise them with respect to their
fiduciary duties in connection with approval of the proposed
consolidation.
In evaluating the consolidation of the Investors Fund, into the
GIT Fund, the Directors considered the advantages to the
Investors Fund's shareholders of association with a considerably
larger mutual fund complex while retaining existing
investment management, the benefits of being part of
a larger group of mutual funds with significantly greater
net assets and more diverse investment objectives and the
ability of shareholders following the proposed Merger to
utilize exchange privileges available currently to
shareholders of the other mutual funds managed by BFA.
The Directors noted that following the Merger, Investors
Fund shareholders would benefit from the GIT Fund's staff
of trained shareholder service representatives, technologically
superior shareholder services such as automated account
information by telephone, economies of scale in a variety of
areas such as marketing initiatives by the Fund's manager, state
"notification" fee payments, and a variety of expenses shared with
the other funds in the complex and in GIT Equity Trust itself.
The Directors also noted that the GIT Fund was available to
investors through broker dealers providing mutual fund "no-
transaction fee" programs, thus providing a potential source
of future growth of assets.
The Board of Directors of the Investors Fund recommends
that shareholders approve the Plan to consolidate the Investors
Fund with the GIT Fund.
DESCRIPTION OF SHARES OF THE
GIT FUND AND THE INVESTORS FUND
Full and fractional shares of beneficial interest of the
GIT Fund will be distributed to the Investors Fund's shareholders in
exchange for their existing shares in the Investors Fund in
accordance with the procedures detailed in the Plan. The
GIT Fund does not intend to issue share certificates to shareholders.
Instead, the transfer agent for the GIT Fund will maintain a share
account for each shareholder of record. The shares of the GIT
Fund to be issued will have no preemptive or conversion rights
and are transferable without restriction.
FEDERAL INCOME TAX CONSEQUENCES
The Merger is intended to qualify for federal income tax
purposes as a tax-free reorganization under section 368(a)
of the Internal Revenue Code of 1986, as amended (the
"Code"). As a condition to the closing of the Merger, the
Investors Fund will receive an opinion of counsel to the
effect that, on the basis of the existing provisions of the
Code, U.S. Treasury regulations issued thereunder, current
administrative rules, pronouncements and court decisions,
for federal income tax purposes, upon consummation of the
Merger:
(1) The Merger will constitute a "reorganization" within the
meaning of section 368(a)(1)(C) of the Code;
(2) No gain or loss will be recognized to the Investors Fund;
(3) The tax basis of the assets transferred will be the
same to the GIT Fund as the tax basis of such assets to
the Investors Fund immediately prior to the
Merger;
(4) No gain or loss will be recognized by the GIT
Fund;
(5) No gain or loss will be recognized by the Investors Fund's
shareholders upon the issuance of the shares of the
GIT Fund to them; and
(6) The aggregate tax basis of the shares of the GIT Fund,
including any fractional shares, received by each of the
shareholders of the Investors Fund pursuant
to the Merger will be the same as the aggregate tax
basis of the shares of the Investors Fund held by such
shareholder immediately prior to the Merger, and
the holding period of the shares of the GIT
Fund, including fractional shares, received by each such
shareholder will include the period during which the shares
of the Investors Fund exchanged therefore were held by such
shareholder.
Opinions of counsel are not binding upon the Internal
Revenue Service or the courts. If the Merger is consummated
but does not qualify as a tax-free reorganization under the
Code, the consequences described above would not be
applicable. Shareholders of the Investors Fund should
consult their tax advisors regarding the effect, if any, of
the proposed Merger in light of their individual
circumstances. Since the foregoing discussion only relates
to the federal income tax consequences of the Merger,
shareholders of the Investors Fund should also consult their
tax advisors as to state and local tax consequences, if any,
of the Merger.
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
The following discussion compares the investment objectives,
policies and restrictions of the Investors Fund and the GIT
Fund. This discussion is based upon and qualified in its
entirety by the respective investment objectives, policies
and restrictions stated in the Prospectuses and Statements
of Additional Information of both Funds. For a full
discussion of the investment objectives, policies and
restrictions of the GIT Fund, refer to the Prospectus of the
Trust under the caption "Investment Objectives and Policies"
and the Statement of Additional Information. The GIT Fund's
Prospectus also offers two additional funds advised by BFA.
These additional funds' investment objectives, policies and
restrictions are not discussed in this Prospectus/Proxy
Statement as these funds are not involved in the Merger, and
no offering of shares of such funds, or other classes of
shares of the GIT Fund, are made hereby. For a full
discussion of the investment objectives, policies and
restrictions of the Investors Fund, refer to the Prospectus
of the Investors Fund under the caption "General
Description."
Investment Objective. Both Funds' investment objective is to
achieve long-term capital appreciation by investing
primarily in common stocks. The primary objective of each
Fund is to achieve long-term growth with current income an
important but secondary objective. Consistent with its
investment objective, each Fund may invest in equity
securities of companies which its investment advisor
believes are undervalued. The investment objective of the
Investors Fund is considered a fundamental policy which
cannot be changed without shareholder vote. Currently and
after the Merger, the investment objective of the GIT Fund
may be changed upon written notice to its shareholders.
COMPARATIVE INFORMATION ON SHAREHOLDERS' RIGHTS
Form of Organization. The GIT Fund is a series of
GIT Equity Trust. Both Bascom Hill Investors, Inc. and
GIT Equity Trust are open-end management investment
companies registered with the SEC under the 1940 Act, which
continuously offer to sell shares at their current net asset
value. GIT Equity Trust is organized as a Massachusetts
business trust and is governed by a Declaration of Trust,
By-Laws, Board of Trustees, and applicable Massachusetts
laws. The Investors Fund is a Wisconsin corporation
and is governed by its Articles of Incorporation, By-Laws,
Board of Directors and applicable Wisconsin laws.
Capitalization and Shareholder Liability. Under the terms of the
GIT Fund's Declaration of Trust, the Trustees may
issue an unlimited number of whole and fractional shares of
beneficial interest without par value for each series of shares
they have authorized. Currently, the GIT Fund's Trust consists of
four series of shares, the Special Growth Portfolio, the GIT
Fund, the Equity Income Portfolio and the Worldwide Growth
Portfolio. All shares issued are fully paid and
nonassessable and have no preemptive or conversion rights.
Under Massachusetts law, the shareholders may, under certain
circumstances, be held personally liable for the Trust's
obligations. The Declaration of Trust, however, provides
indemnification out of Trust property of any shareholder held
personally liable for obligations of the Trust. Thus, the
risk of a GIT Fund shareholder incurring direct financial
loss on account of shareholder liability is considered
remote since it is limited to circumstances in which a
disclaimer is inoperative and the portfolio or series itself
would be unable to meet its respective obligations. A
substantial number of mutual funds in the United States are
organized as Massachusetts business trusts.
The Investors Fund has issued transferable common stock, par
value $1.00 per share. The Articles of Incorporation
authorize the issuance of one million shares. Fractional
shares may be issued. All Investors Fund shares are of the
same class with equal rights and privileges. Each share has
one vote and participates equally in dividends and
distributions declared by the Fund and, on liquidation, in
its net assets remaining after satisfaction of outstanding
liabilities. Under Wisconsin law, shareholders have no
personal liability for a corporation's acts or obligations,
except for certain employee wage claims.
Shareholder Meetings and Voting Rights. GIT Equity Trust is
not required to hold annual shareholder meetings. Its
Trustees may be removed by a two-thirds vote of the number
of Trustees prior to such removal or by two-thirds vote of
the shareholders at a special meeting. The By-Laws of the
Investors Fund provide that Directors may be removed by a
majority vote of shareholders. GIT Equity Trust is required
to call a meeting of shareholders for the purpose of voting
upon the question of removal of a Trustee when requested in
writing to do so by the holders of at least 10% of GIT
Equity Trust's outstanding shares. The Investors Fund must
hold a special meeting of its shareholders upon the written
request of shareholders entitled to vote not less than 25%
of all the votes entitled to be cast at such meeting. GIT
Equity Trust is required to call a meeting of shareholders
for the purpose of electing Trustees if, at any time, less
than a majority of the Trustees then holding office were
elected by shareholders.
GIT Equity Trust currently does not intend to hold regular
shareholder meetings. Absent certain changes, its
investment advisory contract is reviewed annually by the
Trustees whose terms of office are indefinite. The
Investors Fund holds annual shareholder meetings to approve
its investment advisory contract with Madison, elect
directors and ratify the selection of independent auditors.
Although formal shareholder meetings are not expected to be
called by the GIT Fund following the Merger, Madison and BFA
intend to host receptions at least annually for the benefit
of shareholders to discuss investment policy, strategy and
other matters of interest to shareholders.
Neither Fund permits cumulative voting. A majority of shares
entitled to vote on a matter constitutes a quorum for
consideration of such matter, and a majority of the shares
present and entitled to vote is sufficient to act on a
matter (unless otherwise specifically required by the
applicable governing documents or other law, including the
1940 Act). All shares of all classes of each portfolio in
GIT Equity Trust have equal voting rights except that in
matters affecting only a particular portfolio (for example,
a subadvisory agreement for that portfolio) only shares of
that portfolio are entitled to vote.
Liquidation or Dissolution. In the event of the liquidation
of a Fund the shareholders are entitled to receive, when,
and as declared by the Board of Trustees or Board of
Directors, the excess of the assets belonging to such Fund
over the liabilities belonging to the Fund. In either case,
the assets so distributable to shareholders of the
respective Fund will be distributed among the shareholders
pro rata based on the shares of the Fund held by them and
recorded on the books of the Fund.
The foregoing is only a summary of certain characteristics
of the operations of the Declaration of Trust and By-Laws of
the Trust and the Articles of Incorporation and By-Laws of
the Investors Fund, and of Massachusetts, Wisconsin and
federal law. The foregoing is not a complete description of
those documents or laws. Shareholders should refer to the
provisions of the respective Declaration of Trust, Articles
of Incorporation, By-Laws, and Massachusetts, Wisconsin and
federal law directly for more complete information.
ADDITIONAL INFORMATION
Investors Fund. Information about the Investors Fund is
included in its current Prospectus dated February 28, 1997,
and in the Statement of Additional Information of the same
date that has been filed with the SEC, both of which are
incorporated herein by reference. A copy of the Prospectus
and the Statement of Additional Information and the Investors
Fund's Annual Report dated December 31, 1996 are available
upon request and without charge by writing to the Investors
Fund at the address listed on the cover page of this
Prospectus/Proxy Statement or by calling toll-free 1-800-
553-7838.
GIT Fund. Information concerning the operation and
management of the GIT Fund is incorporated herein by
reference to the Prospectus dated July 31, 1996, a copy of
which is enclosed, and Statement of Additional Information
dated July 31, 1996. A copy of such Statement of Additional
Information is available upon request and without charge by
writing to the GIT Fund, at the address listed on the cover
page of this Prospectus/Proxy Statement or by calling toll-
free 1-800-336-3063.
AVAILABILITY OF PROXY MATERIALS
Bascom Hill Investors, Inc. and GIT Equity Trust are each
subject to the informational requirements of the Exchange
Act and the 1940 Act, and in accordance therewith file
reports and other information including proxy material,
reports and charter documents with the SEC. These items can
be inspected and copies obtained at the Public Reference
Facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's Regional Offices
located at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois, 60661-2511, and 7
World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can also be obtained from the Public
Reference Branch, Office of Consumer Affairs and Information
Services, Securities and Exchange Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.
OTHER BUSINESS
(1) Election of Directors
Action is to be taken with respect to the election of
the entire Board of Directors to serve until the next Annual
Meeting of Shareholders or until their successors are duly
elected and qualified or until the Merger of the
Investors Fund, if approved.
The table identifies the nominees for election as
Directors of the Investors Fund. All nominees are members
of the present Board, having been elected at the last annual
meeting. All the nominees attended each of the four meetings
of the Board of Directors held during the fiscal year ended
December 31, 1996. The Board has no audit, nominating or
similar committees.
During the last fiscal year of the Investors Fund, the
Directors were compensated as follows:
Total
Pension or Compensation
Retirement from
Aggregate Benefits Estimated Portfolios
Compensa- Accrued as Annual and Fund
tion part of Benefits Complex
from Portfolios Upon Paid to
Fund Expense Retirement Directors(a)
Frank E. Burgess 0 0 0 0
Edmund B. Johnson 1,000 0 0 3,000
James R. Imhoff, Jr. 1,000 0 0 14,250
Lorence D. Wheeler 1,000 0 0 14,250
(a) Prior to the effective date of the Merger,
the complex was comprised of 4 trusts and three
corporations with a total of 16 funds and/or series.
Each nominee has consented to be named in this Prospectus/Proxy
Statement and to serve, if elected. As of the date of the Prospectus/
Proxy Statement, management has no reason to believe that
any of the named nominees will be unable to serve. The
management of the Investors Fund intends to nominate the
persons named in the following table, which sets forth the
name, principal occupation, address, the current position
held with the Investors Fund, and the approximate number
of shares of common stock of the Investors Fund
beneficially owned, directly or indirectly, by each nominee
as of the close of business on March 31, 1997.
</TABLE>
<TABLE>
Directors of the Investors Fund
<S> <C> <C> <C>
Shares of
Common Stock
Beneficially
Name, Principal Occupation Position with Owned Directly
and Address (1) the Investors Fund Age or Indirectly
*Frank E. Burgess Director 54 41,788(2)
President and Director
of Madison Investment
Advisors, Inc., the Madison Fund's
Investment Advisor, 6411 Mineral
Point Rd., Madison, WI 53705
James R. Imhoff, Jr. Director 52 1,804
President and Director
First Realty Group, Inc.
429 Gammon Place
Madison, WI 53719,
Director of Park Bank of Madison, WI
Edmund B. Johnson Director 75 8,053
Vice President and Director
of Medix of Wisconsin, Inc.
Medix is a medical supply company.
3302 Valley Creek Circle
Middleton, WI 53562
Lorence D. Wheeler Director 59 944
President of Credit Union
Benefits Services, Inc.,
Box 431, Madison, WI 53701-0431
</TABLE>
* Mr. Burgess is the only nominee who is an "interested
person" in the Investors Fund's Advisor, Madison
Investment Advisors, Inc. He is Madison's President, a
Director, and its majority shareholder.
(1) Messrs. Burgess, Wheeler, and Johnson have served as
Directors of the Investors Fund since its inception. Mr.
Imhoff was selected as a Director on February 16, 1979.
(2) Madison Investment Advisors, Inc. which is controlled by
Mr. Burgess, owns 2,538 shares.
Executive officers of the Investors Fund are elected
annually by the Board of Directors.
The Management of the Investors Fund recommends you
vote FOR the Directors nominated in the above table.
Officers of the Investors Fund
<TABLE>
<S> <C> <C> <C>
Name and Business History Office Age First elected
Frank E. Burgess President 54 1978
President and Director
of Madison Investment
Advisors, Inc., the Investors Fund's
Investment Advisor, 6411 Mineral
Point Rd., Madison, WI 53705
Chris Berberet Treasurer 36 1994
Vice President, Madison
Investment Advisors, Inc.
Prior to joining Advisor,
he was associated with ELCA
Board of Pensions in Minneapolis, MN.
Katherine L. Frank Vice President, 36 1988
Vice President, Madison In- Secretary
vestment Advisors, Inc. since 1986.
Previously with Wayne Hummer
& Co., Chicago, IL.
Jay R. Sekelsky Vice President 37 1991
Vice President, Madison
Investment Advisors since 1990.
Previously with Wellington
Management of Boston.
Elizabeth Hendricks Assistant Secretary 29 1996
Controller, Madison Investment
Advisors, Inc. With Madison
Investment Advisors, Inc. since
1996. Previously with McGladrey
and Pullen and Deloitte & Touche.
</TABLE>
(2) Approval or Disapproval of the Continuation of the
Investment Advisory Agreement
Action is to be taken with respect to the approval of
the Investment Advisory Agreement ("Agreement") between
the Investors Fund and its Advisor, Madison Investment
Advisors, Inc. ("Madison") until the Merger
of the Investors Fund as discussed in this
Prospectus/Proxy Agreement, if approved, or, if the
Merger is not approved, until the next Annual
Meeting of Shareholders in April or May 1998. The
terms of the Agreement have not changed since they
were last approved at the Annual Meeting of the Investors
Fund in 1996.
Under the Agreement, originally dated June 28, 1978,
and amended on January 31, 1990, (the "Agreement") Madison
Investment Advisors, Inc. furnishes the Investors Fund
with continuous investment service and management. The
Agreement as amended was approved at the last shareholder
meeting on May 1, 1996. The Board of the Investors
Fund, including the Directors who are not "interested
persons" of Madison, formally extended the Agreement as
amended at a Director's meeting called for that purpose.
Under the terms of the contract Madison is paid a
quarterly fee based on the net asset value of the Bascom
Hill Fund which is accrued daily and paid at the end of each
quarter, as determined by the appraisals made as of the
close of each business day. On an annualized basis, the fee
is eight-tenths of one percent (.008) of the first
$50,000,000 of average daily net assets of the Investors
Fund, reduced to seven-and-one-half-tenths of one percent
(.0075) of Investors Fund assets in excess of $50,000,000.
This fee is higher than that paid by most other investment
companies. During the fiscal year ended December 31, 1996,
Madison received $99,818 in fees from the Investors
Fund.
Madison, at its own expense and without reimburse-
ment from the Investors Fund furnishes office space,
office facilities, executive officers and overhead expenses
for managing the assets of the Investors Fund, other than
expenses incurred in complying with laws regulating the
issue or sale of securities and fees paid for attendance at
Board meetings to Directors who are not "interested persons"
of Madison or officers or employees of the Investors
Fund. The Investors Fund bears all other expenses of its
operations, subject to certain expense limitations.
Madison has undertaken to reimburse the Investors
Fund to the extent that expenses, including the investment
advisory fee but excluding interest, taxes and brokerage
commissions, exceed 2% of the first $10,000,000 of average
net assets, 1.5% of the next $20,000,000 of average net
assets, and 1% of average net assets in excess of
$30,000,000 of the Investors Fund for each year.
Madison will offset on a quarterly basis against its
quarterly fee any such expenses in excess of the expense
limitations. Madison was not required to reimburse the
Investors Fund in 1996 as the Investors Fund's
expenses were within the 2% limitation.
The Agreement is not assignable and may be terminated
by the Investors Fund (by action of its Board of Directors
or by vote of a majority of its outstanding voting
securities) or by Madison, without penalty, on sixty
(60) days written notice. Otherwise, this Agreement
continues in effect so long as it is approved annually by
the Directors of the Investors Fund who are not
"interested persons" of Madison, cast in person at a
meeting called for the purpose of voting on such approval,
and by either the Board of Directors or by a majority of the
outstanding shares of the Investors Fund.
Frank E. Burgess, who is President and Director of the
Investors Fund, is President, Treasurer and a Director of
Madison. Mr. Burgess is the majority shareholder of
Madison. Jay R. Sekelsky, who is Vice President of the
Investors Fund, is also Vice President of Madison.
Katherine L. Frank, who is Vice President and Secretary of
the Investors Fund, is also Vice President of Madison.
Chris Berberet who is Treasurer of the Investors Fund, is
also Vice President of Madison. Elizabeth Hendricks who
is Assistant Secretary of the Investors Fund, is also
Controller of Madison. All of the above may be
contacted at 6411 Mineral Point Road, Madison, Wisconsin
53705. Madison also manages Bascom Hill BALANCED Fund,
Inc. with total net assets of $11 million and Madison Bond
Fund, Inc. with total net assets of $4.1 million as of
December 31, 1996. Through its Bankers Finance Advisors, LLC
subsidiary, Madison also manages the GIT Investment
Funds family of thirteen mutual funds, including
Government Investors Trust, GIT Equity Trust, GIT Income
Trust and GIT Tax-Free Trust, with total net assets of
approximately $190 million as of December 31, 1996.
The affirmative vote of the lesser of a majority of the
Investors Fund shares entitled to vote or over 67% of the
voting securities present at the Meeting if more than 50% of
the outstanding voting securities are present is required
for approval of the extension of the Agreement.
The Management of the Investors Fund recommends you
vote FOR the approval of the extension of the Agreement.
(3) Ratification or Rejection of Selection of Auditors
The Board of Directors, including the Directors of the
Investors Fund who are not "interested persons" as defined
by the Investment Company Act of 1940, has selected
Williams, Young & Associates, LLC, P.O. Box 8700, Madison,
Wisconsin, 53708, independent certified public accountants,
to act as auditors of the Investors Fund for the fiscal
year ending December 31, 1997 or until the Merger of
the Investors Fund, whichever occurs first. Williams,
Young & Associates, LLC has examined the accounts of the
Investors Fund since its organization.
A representative of Williams, Young & Associates, LLC
is expected to be present at the Annual Meeting to answer
any appropriate questions and to make a statement if he or
she so desires.
The Management of the Investors Fund recommends that
you vote FOR the selection of Williams, Young & Associates,
LLC as auditors of the Investors Fund for the fiscal year
ending December 31, 1997, or until the Merger of the Investors
Fund, whichever occurs first.
(4) Other Matters
The Management of the Investors Fund knows of no
other matter that may come before the Annual Meeting. If any
other matters properly come before the Meeting, it is the
intention of the persons acting pursuant to the enclosed
Proxy form to vote the shares represented by said proxies in
accordance with their best judgment with respect to such
matters.
VOTING INFORMATION
This Prospectus/Proxy Statement is furnished in connection
with a solicitation of proxies by the Board of Directors of
the Investors Fund to be used at the Annual Meeting of
Shareholders of the Investors Fund, to be held at the
Radisson Inn, 517 Grand Canyon Drive, Madison, Wisconsin, on
Wednesday, May 28, 1997, at 4:00 p.m. and at any
adjournments thereof. This Prospectus/Proxy Statement, along
with a Notice of the Meeting and a proxy card, is first
being mailed to shareholders on or about May 1, 1997. Only
shareholders of record as of the close of business on the
Record Date will be entitled to notice of, and to vote at,
the Meeting or any adjournment thereof. The holders of a
majority of the shares outstanding at the close of business
on the Record Date present in person or represented by proxy
will constitute a quorum for the Meeting. If the
enclosed form of proxy is properly executed and returned in
time to be voted at the Meeting, the proxies named therein
will vote the shares represented by the proxy in accordance
with the instructions marked thereon.
Unmarked proxies will be voted FOR the proposed
Merger, FOR the election of the Directors nominated,
FOR the renewal of the investment advisory agreement with
Madison, FOR the ratification of the selected independent
auditors and FOR any other matters deemed appropriate.
Proxies that reflect abstentions and "broker non-votes"
(i.e., shares held by brokers or nominees as to which (i)
instructions have not been received from the beneficial
owners or the persons entitled to vote or (ii) the broker or
nominee does not have discretionary voting power on a
particular matter) will be counted as shares that are
present and entitled to vote for purposes of determining the
presence of a quorum. Since shares represented by "broker
non-votes" are considered outstanding shares, a "broker non-
vote" has the same effect as a vote against the
Merger. A proxy may be revoked at any time at or
before the Meeting by written notice to the Secretary of the
Investors Fund, 6411 Mineral Point Road, Madison,
Wisconsin 53705. Unless revoked, all valid proxies will be
voted in accordance with the specifications thereon or, in
the absence of such specifications, for approval of the Plan
and the Merger contemplated thereby.
Approval of the Plan will require the affirmative vote of
more than 50% of the outstanding voting securities of the
Investors Fund. Fractional shares outstanding are not
entitled to a proportionate share of one vote.
If the shareholders do not vote to approve the Merger, the
Board of Directors of the Investors Fund will continue to
operate the Investors Fund under existing arrangements.
Proxy solicitations will be made primarily by mail, but proxy
solicitations may also be made by telephone, telegraph, facsimile or
personal solicitations conducted by officers and employees of Madison,
its affiliates or other representatives of Madison (who will not be paid
for their solicitation activities).
The Investors Fund will be responsible for the fees and expenses of its
counsel and counsel for the independent Directors in connection with the
Merger, whether or not the Merger is consummated. With respect
to the costs of preparing this Prospectus/Proxy Statement and soliciting
shareholders of the Investors Fund, Madison has agreed to bear such costs.
In the event that sufficient votes to approve the Plan are not received
by June 13, 1997, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the information
to be provided to shareholders with respect to the reasons for the solicitation.
Any such adjournment will require an affirmative vote by the holders of a
majority of the shares present in person or by proxy and entitled to vote at the
Meeting. The persons named as proxies will vote upon such adjournment after
consideration of all circumstances which may bear upon a decision to adjourn the
Meeting.
A shareholder who objects to the proposed transaction will
not be entitled under either Wisconsin law or the Articles
of Incorporation of the Investors Fund to demand payment
for, or an appraisal of, his or her shares. However,
shareholders should be aware that the Merger as
proposed is not expected to result in recognition of gain or
loss to shareholders for federal income tax purposes and
that, if the Merger is consummated, shareholders
will be free to redeem the shares of the GIT Fund which
they received in the transaction at their then-current net
asset value. Shares of the Investors Fund may be redeemed
at any time prior to the consummation of the Merger.
Investors Fund shareholders may wish to consult their tax
advisors as to any differing consequences of redeeming
Investors Fund shares prior to the Merger or
exchanging such shares in the Merger.
If the Merger is not approved, Any shareholder
proposal to be presented at the Annual Meeting of
Shareholders held in 1998, must be received at the executive
offices of the Investors Fund on or before February 1,
1998 at the address set forth on the cover of this
Prospectus/Proxy Statement.
Notice to Banks, Broker-Dealers and Voting Trustees and
Their Nominees. Please advise Madison whether other persons
are beneficial owners of shares for which proxies are being
solicited and, if so, the number of copies of this
Prospectus/Proxy Statement needed to supply copies to the
beneficial owners of the respective shares.
The votes of the shareholders of the GIT Fund are not
being solicited by the Prospectus/Proxy Statement and are
not required to carry out the Merger.
THE BOARD OF DIRECTORS OF THE INVESTORS FUND, INCLUDING THE
"NON-INTERESTED" DIRECTORS, RECOMMENDS APPROVAL OF THE PLAN, AND ANY UNMARKED
PROXIES WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE VOTED IN FAVOR OF APPROVAL
OF THE PLAN.
---------------------
May 1, 1997
<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement")
is made as of the 1st day of April, 1997, by and between GIT
Equity Trust, a Massachusetts business trust (the "Trust"),
with its principal place of business at 1655 Ft. Myer Drive,
Arlington, Virginia 22209, with respect to its Select Growth
Fund series (the "Acquiring Fund"), and Bascom Hill
Investors, Inc., a Wisconsin corporation (the "Company"),
with its principal place of business at 6411 Mineral Point
Road, Madison, Wisconsin 53705 (the "Selling Fund").
This Agreement is intended to be and is adopted as a plan of reorganization and
liquidation within the meaning of Section 368 (a)(1) of the United States
Internal Revenue Code of 1986 (the "Code"). The reorganization (the
"Merger") will consist of the transfer of substantially all of the
assets of the Selling Fund in exchange solely for shares of beneficial interest,
no par value per share, of the Acquiring Fund (the "Acquiring Fund Shares") and
the assumption by the Acquiring Fund of certain stated liabilities of the
Selling Fund and the distribution, after the Merger Date hereinafter referred
to, of the Acquiring Fund Shares to the shareholders of the Selling Fund in
liquidation of the Selling Fund as provided herein, all upon the terms and
conditions hereinafter set forth in this Agreement.
WHEREAS, the Selling Fund is an open-end, registered
investment company and the Acquiring Fund is a separate
investment series of an open-end, registered investment
company of the management type, and the Selling Fund owns
securities which generally are assets of the character in
which the Acquiring Fund is permitted to invest;
WHEREAS, both Funds are authorized to issue their shares of beneficial interest;
WHEREAS, the Trustees of the Trust, have determined that the exchange of
substantially all of the assets of the Selling Fund for Acquiring Fund Shares
and the assumption of certain stated liabilities by the Acquiring Fund on the
terms and conditions hereinafter set forth is in the best interests of the
Acquiring Fund shareholders and that the interests of the existing shareholders
of the Acquiring Fund will not be diluted as a result of the transactions
contemplated herein;
WHEREAS, the Board of Directors of the Selling Fund has
determined that the Selling Fund should transfer
substantially all of its assets to the Acquiring Fund in
exchange for the Acquiring Fund Shares and the assumption of
certain liabilities by the Acquiring Fund, on the terms and
conditions hereinafter set forth, that such transfer is in
the best interests of the Selling Fund's shareholders, and
that the interests of the existing shareholders of the
Selling Fund will not be diluted as a result of the
transactions contemplated herein;
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements hereinafter set forth, the parties
hereto covenant and agree as follows:
ARTICLE I
TRANSFER OF ASSETS OF THE SELLING FUND IN EXCHANGE FOR THE ACQUIRING FUND
SHARES AND ASSUMPTION OF SELLING FUND LIABILITIES AND LIQUIDATION OF THE
SELLING FUND
1.1 The Exchange. Subject to the terms and conditions herein set forth and on
the basis of the representations and warranties contained herein, the Selling
Fund agrees to transfer the Selling Fund's assets as set forth in paragraph 1.2
to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefore (i)
to deliver to the Selling Fund the number of Acquiring Fund Shares, including
fractional Acquiring Fund Shares, determined by dividing the value of the
Selling Fund's net assets computed in the manner and as of the time and date set
forth in paragraph 2.1 by the net asset value of one Acquiring Fund Share
computed in the manner and as of the time and date set forth in paragraph 2.2
and (ii) to assume certain liabilities of the Selling Fund, as set forth in
paragraph 1.3. Such transactions shall take place at the closing provided for in
paragraph 3.1 (the "Merger Date").
1.2 Assets to be Acquired. The assets of the Selling Fund to
be acquired by the Acquiring Fund shall consist of all
property, including without limitation all cash, securities,
commodities and futures interests and dividends or interest
receivable, which is owned by the Selling Fund and any
deferred or prepaid expenses shown as an asset on the books
of the Selling Fund on the Merger Date. The Selling Fund
has provided the Acquiring Fund with its most recent audited
financial statements which contain a list of all of Selling
Fund's assets as of the date thereof. The Selling Fund
hereby represents that as of the date of the execution of
this Agreement there have been no changes in its financial
position as reflected in said financial statements other
than those occurring in the ordinary course of its business
in connection with the purchase and sale of securities and
the payment of its normal operating expenses. The Selling
Fund reserves the right to sell any of such securities but
will not, without the prior written approval of the
Acquiring Fund, acquire any additional securities other than
securities of the type in which the Acquiring Fund is
permitted to invest. The Acquiring Fund will, within a
reasonable time prior to the Merger Date, furnish the
Selling Fund with a statement of the Acquiring Fund's
investment objectives, policies and restrictions and a list
of the securities, if any, on the Selling Fund's list
referred to in the second sentence of this paragraph which
do not conform to the Acquiring Fund's investment
objectives, policies, and restrictions. In the event that
the Selling Fund holds any investments which the Acquiring
Fund may not hold, the Selling Fund will dispose of such
securities prior to the Merger Date. In addition, if it is
determined that the Selling Fund and the Acquiring Fund
portfolios, when aggregated, would contain investments
exceeding certain percentage limitations imposed upon the
Acquiring Fund with respect to such investments, the Selling
Fund if requested by the Acquiring Fund will dispose of a
sufficient amount of such investments as may be necessary to
avoid violating such limitations as of the Merger Date.
1.3 Liabilities to be Assumed. The Selling Fund will
endeavor to discharge all of its known liabilities and
obligations prior to the Merger Date. The Acquiring Fund
shall assume only those liabilities, expenses, costs,
charges and reserves reflected on a Statement of Assets and
Liabilities of the Selling Fund prepared by Madison
Investment Advisors, Inc. the investment advisor and
administrator of the Selling Fund, as of the Valuation Date
(as defined in paragraph 2.1), in accordance with generally
accepted accounting principles consistently applied from the
prior audited period. The Acquiring Fund shall assume only
those liabilities of the Selling Fund reflected in such
Statement of Assets and Liabilities and shall not assume any
other liabilities, whether absolute or contingent, known or
unknown, accrued or unaccrued, all of which shall remain the
obligation of the Selling Fund.
1.4 Liquidation and Distribution. As soon after the Merger
Date as is conveniently practicable (the "Liquidation
Date"), (a) the Selling Fund will liquidate and distribute
pro rata to the Selling Fund's shareholders of record,
determined as of the close of business on the Merger Date
(the "Selling Fund Shareholders"), the Acquiring Fund Shares
received by the Selling Fund pursuant to paragraph 1.1. and
(b) the Selling Fund will thereupon proceed to dissolve as
set forth in paragraph 1.8 below. Such liquidation and
distribution will be accomplished by the transfer of the
Acquiring Fund Shares then credited to the account of the
Selling Fund on the books of the Acquiring Fund, to open
accounts on the share records of the Acquiring Fund in the
names of the Selling Fund Shareholders and representing the
respective pro rata number of the Acquiring Fund Shares due
such shareholders. All issued and outstanding shares of the
Selling Fund will simultaneously be canceled on the books of
the Selling Fund. The Acquiring Fund shall not issue
certificates representing the Acquiring Fund Shares in
connection with such exchange, but nothing herein prevents
the Acquiring Fund from issuing certificates to its
shareholders thereafter.
1.5 Ownership of Shares. Ownership of Acquiring Fund Shares
will be shown on the books of the Acquiring Fund's transfer
agent. Whole or fractional shares of the Acquiring Fund will
be issued in the manner described in the combined Prospectus
and Proxy Statement on Form N-14 to be distributed to
shareholders of the Selling Fund as described in Section 5.
1.6 Transfer Taxes. Any transfer taxes payable upon issuance of the Acquiring
Fund Shares in a name other than the registered holder of the Selling Fund
shares on the books of the Selling Fund as of that time shall, as a condition of
such issuance and transfer, be paid by the person to whom such Acquiring Fund
Shares are to be issued and transferred.
1.7 Reporting Responsibility. Any reporting responsibility of the Selling Fund
is and shall remain the responsibility of the Selling Fund up to and including
the Merger Date and such later date on which the Selling Fund is terminated and
deregistered.
1.8 Termination and Deregistration. The business of the Selling Fund shall be
wound up, and the Company shall be dissolved as a Wisconsin corporation and
deregistered as an investment company under the Investment Company Act of 1940,
as amended (the "1940 Act"), promptly following the Merger Date and the making
of all distributions pursuant to paragraph 1.4.
ARTICLE II
VALUATION
2.1 Valuation of Assets. The value of the Selling Fund's assets to be acquired
by the Acquiring Fund hereunder shall be the value of such assets computed as of
the close of business on the New York Stock Exchange on the business day
immediately preceding the Merger Date (such time and date being hereinafter
called the "Valuation Date"), using the valuation procedures set forth in the
Trust's Declaration of Trust and the Acquiring Fund's current prospectus and
statement of additional information or such other valuation procedures as shall
be mutually agreed upon by the parties.
2.2 Valuation of Shares. The net asset value of an Acquiring Fund Share shall be
the net asset value per share computed as of the close of business on the New
York Stock Exchange on the Valuation Date, using the valuation procedures set
forth in the Trust's Declaration of Trust and the Acquiring Fund's current
prospectus and statement of additional information, as applicable.
2.3 Shares to be Issued. The number of the Acquiring Fund Shares to be issued
(including fractional shares, if any) in exchange for the Selling Fund's assets
shall be determined by dividing the value of the assets of the Selling Fund
determined using the same valuation procedures referred to in paragraph 2.1 by
the net asset value of an Acquiring Fund Share determined in accordance with
paragraph 2.2.
2.4 Determination of Value. All computations of value shall be made by Bankers
Finance Advisors, LLC in accordance with its regular practice and procedures
in pricing the shares and assets of the Trust.
ARTICLE III
CLOSING AND MERGER DATE
3.1 Merger Date. The Merger Date shall be June 13, 1997 or such later date as
the parties may agree to in writing. All acts taking place at the Closing shall
be deemed to take place simultaneously as of the close of business on the
Merger Date unless otherwise provided. The Closing shall be held as of 4:00
o'clock p.m. at the offices of Bankers Finance Advisors, LLC, 1655 Ft. Myer
Drive, Arlington, Virginia 22209, or at such other time and/or place
as the parties may agree.
3.2 Custodian's Certificate. Firstar Trust Company, as custodian for the
Selling Fund (the "Custodian"), shall deliver at the Closing a certificate of an
authorized officer stating that: (a) the Selling Fund's portfolio securities,
cash, and any other assets shall have been delivered in proper form to the
Acquiring Fund on the Merger Date and (b) all necessary taxes including all
applicable Federal and state stock transfer stamps, if any, shall have been
paid, or provision for payment shall have been made, in conjunction with the
delivery of portfolio securities.
3.3 Effect of Suspension in Trading. In the event that on the Valuation Date (a)
the New York Stock Exchange or another primary trading market for portfolio
securities of the Acquiring Fund or the Selling Fund shall be closed to trading
or trading thereon shall be restricted, or ( b ) trading or the reporting of
trading on said Exchange or elsewhere shall be disrupted so that accurate
appraisal of the value of the net assets of the Acquiring Fund or the Selling
Fund is impracticable, the Merger Date shall be postponed until the first
business day after the day when trading shall have been fully resumed and
reporting shall have been restored.
3.4 Transfer Agent's Certificate. Firstar Trust Company, as transfer agent for
the Selling Fund shall deliver at the Closing a certificate of an authorized
officer stating that their records contain the names and addresses of the
Selling Fund Shareholders and the number
and percentage ownership of outstanding shares owned by each such shareholder
immediately prior to the Closing. The Acquiring Fund shall issue and deliver a
confirmation evidencing the Acquiring Fund Shares to be credited on the Merger
Date to the Secretary of the Company, or provide evidence satisfactory to the
Selling Fund that such Acquiring Fund Shares have been credited to the Selling
Fund's account on the books of the Acquiring Fund. At the Closing each party
shall deliver to the other such bills of sale, checks, assignments, share
certificates, if any, receipts and other documents as such other party or its
counsel may reasonably request. The Trust serves as transfer agent for the
Acquiring Fund.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 Representations of the Selling Fund. The Selling Fund represents and
warrants to the Acquiring Fund as follows:
(a) The Selling Fund is a Wisconsin corporation duly organized, validly
existing and in good standing under the laws of the State of Wisconsin;
(b) The Selling Fund is a registered investment company classified as a
management company of the open-end type and its registration with the
Securities and Exchange Commission (the "Commission") as an investment
company under the Investment Company Act of 1940 (the "1940 Act") is in
full force and effect;
(c) The current prospectus and statement of additional information of the
Selling Fund conform in all material respects to the applicable requirements of
the Securities Act of 1933, as amended, (the "1933 Act") and the 1940 Act and
the rules and regulations of the Commission thereunder and do not include any
untrue statement of material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not materially misleading;
(d) The Selling Fund is not, and the execution, delivery and performance of this
Agreement (subject to shareholder approval) will not result, in violation of any
provision of the Company's Articles of Incorporation or By-Laws or of any
agreement, indenture, instrument, contract, lease or other undertaking to which
the Selling Fund is a party or by which it is bound;
(e) The Selling Fund has no material contracts or other commitments (other than
this Agreement) which will be terminated with liability to it prior to the
Merger Date;
(f) Except as otherwise disclosed in writing to and accepted by the Acquiring
Fund, no litigation, administrative proceeding or investigation of or before any
court or governmental body is presently pending or to its knowledge threatened
against the Selling Fund or any of its properties or assets which, if adversely
determined, would materially and adversely affect its financial condition, the
conduct of its business or the ability of the Selling Fund to carry out the
transactions contemplated by this Agreement. The Selling Fund knows of no facts
which might form the basis for the institution of such proceedings and is not a
party to or subject to the provisions of any order, decree or judgment of any
court or governmental body which materially and adversely affects its business
or its ability to consummate the transactions herein contemplated;
(g) The financial statements of the Selling Fund at December 31, 1996 have been
audited by Williams, Young & Associates, certified public accountants, and are
in accordance with generally accepted accounting principles consistently
applied, and such statements (copies of which have been furnished to the
Acquiring Fund) fairly reflect the financial condition of the Selling Fund as
of such dates, and there are no known contingent liabilities of the Selling
Fund as of such dates not disclosed therein;
(h) Since December 31, 1996, there has not been any material adverse change in
the Selling Fund's financial condition, assets, liabilities or business other
than changes occurring in the ordinary course of business, or any incurrence by
the Selling Fund of indebtedness maturing more than one year from the date such
indebtedness was incurred, except as otherwise disclosed to and accepted by the
Acquiring Fund. For the purposes of this subparagraph (h), a decline in the net
asset value of the Selling Fund shall not constitute a material adverse change;
(i) At the Merger Date, all Federal and other tax returns and reports of the
Selling Fund required by law to have been filed by such dates shall have been
filed, and all Federal and other taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof and to the best of the
Selling Fund's knowledge no such return is currently under audit and no
assessment has been asserted with respect to such returns;
(j) For each of the preceding six fiscal years of its operation the Selling Fund
has met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company and has distributed in each such
year all net investment income and realized capital gains;
(k) All issued and outstanding shares of the Selling Fund are, and at the
Merger Date will be, duly and validly issued and outstanding, fully paid and
non-assessable by the Selling Fund. All of the issued and outstanding shares of
the Selling Fund will, at the time of the Merger Date, be held by the persons
and in the amounts set forth in the records of the transfer agent as provided in
paragraph 3.4. The Selling Fund does not have outstanding any options, warrants
or other rights to subscribe for or purchase any of the Selling Fund shares, nor
is there outstanding any security convertible into any of the Selling Fund
shares;
(l) At the Merger Date, the Selling Fund will have good and marketable title to
the Selling Fund's assets to be transferred to the Acquiring Fund pursuant to
paragraph 1.2 and full right, power, and authority to sell, assign, transfer and
deliver such assets hereunder, and upon delivery and payment for such assets,
the Acquiring Fund will acquire good and marketable title thereto, subject to no
restrictions on the full transfer thereof, including such restrictions as might
arise under the 1933 Act, other than as disclosed to the Acquiring Fund and
accepted by the Acquiring Fund;
(m) The execution, delivery and performance of this Agreement have been duly
authorized by all necessary action on the part of the Selling Fund and, subject
to approval by the Selling Fund's shareholders, this Agreement constitutes a
valid and binding obligation of the Selling Fund, enforceable in accordance with
its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization,
moratorium and other laws relating to or affecting creditors' rights and to
general equity principles;
(n) The information to be furnished by the Selling Fund for use in no-action
letters, applications for orders, registration statements, proxy materials and
other documents which may be necessary in connection with the transactions
contemplated hereby shall be accurate and complete in all material respects and
shall comply in all material respects with Federal securities and other laws and
regulations thereunder applicable thereto;
(o) The proxy statement of the Selling Fund to be included in the Registration
Statement referred to in paragraph 5.7 (other than information therein that
relates to the Acquiring Fund) will, on the effective date of the Registration
Statement and on the Merger Date, not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which such statements were made, not misleading.
4.2 Representations of the Acquiring Fund. The Acquiring Fund represents
and warrants to the Selling Fund as follows:
(a) The Acquiring Fund is a separate investment series of a Massachusetts
business trust duly organized, validly existing and in good standing under the
laws of The Commonwealth of Massachusetts.
(b) The Acquiring Fund is a separate investment series of a Massachusetts
business trust that is registered as an investment company classified as a
management company of the open-end type and its registration with the Commission
as an investment company under the 1940 Act shall be in full force and effect
as of the Merger Date;
(c) The current prospectus and statement of additional information of the
Acquiring Fund, to be effective as of the Merger Date, shall conform in all
material respects to the applicable requirements of the 1933 Act and the
1940 Act and the rules and regulations of the Commission thereunder and do
not include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not materially misleading;
(d) The Acquiring Fund is not, and the execution, delivery and performance of
this Agreement will not, result in violation of the Trust's Declaration of Trust
or By-Laws or of any agreement, indenture, instrument, contract, lease or other
undertaking to which the Acquiring Fund is a party or by which it is bound;
(e) Except as otherwise disclosed to the Selling Fund and accepted by the
Selling Fund, no material litigation, administrative proceeding or investigation
of or before any court or governmental body is presently pending or to its
knowledge threatened against the Acquiring Fund or any of its properties or
assets which, if adversely determined, would materially and adversely affect its
financial condition and the conduct of its business or the ability of the
Acquiring Fund to carry out the transactions contemplated by this Agreement. The
Acquiring Fund knows of no facts which might form the basis for the institution
of such proceedings and is not a party to or subject to the provisions of any
order, decree or judgment of any court or governmental body which materially and
adversely affects its business or its ability to consummate the transactions
contemplated herein;
(f) The financial statements of the Acquiring Fund at March 31, 1996 have been
audited by Ernst & Young LLP, certified public accountants, and are in
accordance with generally accepted accounting principles consistently applied,
and such statements (copies of which have been furnished to the Acquiring Fund)
fairly reflect the financial condition of the Acquiring Fund as of such dates,
and there are no known contingent liabilities of the Acquiring Fund as of
such dates not disclosed therein;
(g) Since March 31, 1996, there has not been any material adverse change in
the Acquiring Fund's financial condition, assets, liabilities or business other
than changes occurring in the ordinary course of business, or any incurrence by
the Acquiring Fund of indebtedness maturing more than one year from the date
such indebtedness was incurred, except as otherwise disclosed to and accepted
by the Selling Fund. For the purposes of this subparagraph (g), a decline in
the net asset value of the Acquiring Fund shall not constitute a material
adverse change;
(h) At the Merger Date, all Federal and other tax returns and reports of the
Acquiring Fund required by law then to be filed shall have been filed, and all
Federal and other taxes shown due on said returns and reports shall have been
paid or provision shall have been made for the payment thereof and to the best
of the Acquiring Fund's knowledge, no such return is currently under audit and
no assessment has been asserted with respect to such returns;
(i) For each fiscal year of its operation the Acquiring Fund has met the
requirements of Subchapter M of the Code for qualification and treatment as a
regulated investment company;
(j) All issued and outstanding Acquiring Fund Shares are, and at the Merger
Date will be, duly and validly issued and outstanding, fully paid and
non-assessable (except that, under Massachusetts law, shareholders of the
Acquiring Fund could, under certain circumstances, be held personally liable for
obligations of the Acquiring Fund). The Acquiring Fund does not have outstanding
any options, warrants or other rights to subscribe for or purchase any Acquiring
Fund Shares, nor is there outstanding any security convertible into any
Acquiring Fund Shares;
(k) The execution, delivery and performance of this Agreement have been duly
authorized by all necessary action on the part of the Acquiring Fund, and this
Agreement constitutes a valid and binding obligation of the Acquiring Fund
enforceable in accordance with its terms, subject as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium and other laws relating to or
affecting creditors' rights and to general equity principles;
(l) The Acquiring Fund Shares to be issued and delivered to the Selling Fund,
for the account of the Selling Fund Shareholders, pursuant to the terms of this
Agreement will at the Merger Date have been duly authorized and, when so issued
and delivered, will be duly and validly issued Acquiring Fund Shares, and will
be fully paid and non-assessable (except that, under Massachusetts law,
shareholders of the Acquiring Fund could, under certain circumstances, be held
personally liable for obligations of the Acquiring Fund);
(m) The information to be furnished by the Acquiring Fund for use in no-action
letters, applications for orders, registration statements, proxy materials and
other documents which may be necessary in connection with the transactions
contemplated hereby shall be accurate and complete in all material respects and
shall comply in all material respects with Federal securities and other laws and
regulations applicable thereto;
(n) The Prospectus and Proxy Statement to be included in the Registration
Statement (only insofar as it relates to the Acquiring Fund ) will, on the
effective date of the Registration Statement and on the Merger Date, not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which such statements were made, not
misleading; and
(o) The Acquiring Fund agrees to use all reasonable efforts to give the
notices or obtain the approvals and authorizations required by the 1933 Act,
the 1940 Act and such of the state Blue Sky or securities laws as it may
deem appropriate in order to continue its operations after the Merger Date.
ARTICLE V
COVENANTS OF THE ACQUIRING FUND AND THE SELLING FUND
5. 1 Operation in Ordinary Course. The Acquiring Fund and the Selling Fund each
will operate its business in the ordinary course between the date hereof and the
Merger Date, it being understood that such ordinary course of business will
include customary dividends and distributions.
5.2 Approval of Shareholders. The Selling Fund will call a meeting of the
Selling Fund Shareholders to consider and act upon this Agreement and to
take all other action necessary to obtain approval of the transactions
contemplated herein.
5.3 Investment Representation. The Selling Fund covenants that the Acquiring
Fund Shares to be issued hereunder are not being acquired for the purpose of
making any distribution thereof other than in accordance with the terms of this
Agreement.
5.4 Additional Information. The Selling Fund will assist the Acquiring Fund in
obtaining such information as the Acquiring Fund reasonably requests concerning
the beneficial ownership of the Selling Fund shares.
5.5 Further Action. Subject to the provisions of this Agreement, the Acquiring
Fund and the Selling Fund will each take, or cause to be taken, all action, and
do or cause to be done, all things reasonably necessary, proper or advisable to
consummate and make effective the transactions contemplated by this Agreement,
including any actions required to be taken after the Merger Date.
5.6 Statement of Earnings and Profits. As promptly as practicable, but in any
case within sixty days after the Merger Date, the Selling Fund shall furnish
the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring
Fund, a statement of the earnings and profits of the Selling Fund for Federal
income tax purposes which will be carried over by the Acquiring Fund as a result
of Section 381 of the Code, and which will be certified by the Selling Fund's
President, its Treasurer and its independent auditors.
5.7 Preparation of Form N-14 Registration Statement. The Selling Fund will
provide the Acquiring Fund with information reasonably necessary for the
preparation of a prospectus (the "Prospectus and Proxy Statement") which will
include the Prospectus and Proxy Statement, referred to in paragraph 4.1(o), all
to be included in a Registration Statement on Form N-14 of the Acquiring Fund
(the "Registration Statement"), in compliance with the 1933 Act, the Securities
Exchange Act of 1934, as amended, (the "1934 Act") and the 1940 Act in
connection with the meeting of the Selling Fund Shareholders to consider
approval of this Agreement and the transactions contemplated herein.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLING FUND
The obligations of the Selling Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by the
Acquiring Fund of all the obligations to be performed by it hereunder on or
before the Merger Date, and, in addition thereto, the following further
conditions:
6.1 All representations, covenants and warranties of the Acquiring Fund
contained in this Agreement shall be true and correct as of the date hereof and
as of the Merger Date with the same force and effect as if made on and as of
the Merger Date, and the Acquiring Fund shall have delivered to the Selling
Fund a certificate executed in its name by the Trust's President or Vice
President and its Secretary, Treasurer or Assistant Treasurer, in a form
reasonably satisfactory to the Selling Fund and dated as of the Merger Date,
to such effect and as to such other matters as the Acquiring Fund shall
reasonably request; and
6.2 The Selling Fund shall have received on the Merger Date
an opinion or statement from Sullivan & Worcester LLP, counsel
to the Acquiring Fund, in form and substance satisfactory to the
Selling Fund addressing the Acquiring Fund's standing, authority
or such other matters as the Acquiring Fund may request to
ensure the timely and authorized accomplishment of the Merger
without penalty or assumption of liability. Such statement
shall contain such assumptions and limitations as shall be
in the opinion of Sullivan & Worcester, LLP appropriate to
matters expressed therein.
ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The obligations of the Acquiring Fund to complete the transactions
provided for herein shall be subject, at its election, to the performance by the
Selling Fund of all the obligations to be performed by it hereunder on or before
the Merger Date and, in addition thereto, the following conditions:
7.1 All representations, covenants and warranties of the Selling Fund contained
in this Agreement shall be true and correct as of the date hereof and as of the
Merger Date with the same force and effect as if made on and as of the Merger
Date, and the Selling Fund shall have delivered to the Acquiring Fund on the
Merger Date a certificate executed in its name by the Selling Fund's President
or Vice President and its Secretary, Treasurer or Assistant Treasurer, in
form and substance satisfactory to the Acquiring Fund and, dated as of the
Merger Date, to such effect and as to such other matters as the Acquiring
Fund shall reasonably request;
7.2 The Selling Fund shall have delivered to the Acquiring Fund a statement of
the Selling Fund's assets and liabilities, together with a list of the Selling
Fund's portfolio securities showing the tax costs of such securities by lot and
the holding periods of such securities, as of the Merger Date, certified by the
Treasurer of the Selling Fund ; and
7.3 The Acquiring Fund shall have received on the Merger
Date an opinion or statement from DeWitt, Ross & Stevens, S.C.,
counsel to the Selling Fund, in form and substance satisfactory to
the Acquiring Fund addressing the Selling Fund's standing,
authority or such other matters as the Selling Fund may
request to ensure the timely and authorized accomplishment
of the Merger without penalty or assumption of any liability
not otherwise disclosed in the Selling Fund's financial
statements. Such statement shall contain such other
assumptions and limitations as shall be in the opinion of
DeWitt Ross & Stevens, S.C. appropriate to matters expressed
therein.
ARTICLE VIII
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING
FUND AND THE SELLING FUND
If any of the conditions set forth below do not exist on or before the
Merger Date with respect to the Selling Fund or the Acquiring Fund, the other
party to this Agreement shall, at its option, not be required to consummate the
transactions contemplated by this Agreement:
8.1 The Agreement and the transactions contemplated herein shall have been
approved by the requisite vote of the holders of the outstanding shares of the
Selling Fund in accordance with the provisions of the Selling Fund's Articles of
Incorporation and By-Laws and certified copies of the resolutions evidencing
such approval shall have been delivered to the Acquiring Fund. Notwithstanding
anything herein to the contrary, neither the Acquiring Fund nor the Selling Fund
may waive the conditions set forth in this paragraph 8.1;
8.2 On the Merger Date the Commission shall not have issued an unfavorable
report under Section 25(b) of the 1940 Act, nor instituted any proceeding
seeking to enjoin the consummation of the transactions contemplated by this
Agreement under Section 25(c) of the 1940 Act and no action, suit or other
proceeding shall be threatened or pending before any court or governmental
agency in which it is sought to restrain or prohibit, or obtain damages or other
relief in connection with, this Agreement or the transactions contemplated
herein;
8.3 All required consents of other parties and all other consents, orders and
permits of Federal, state and local regulatory authorities ( including those of
the Commission and of state Blue Sky and securities authorities. including any
necessary "no-action" positions of and exemptive orders from such Federal and
state authorities) to permit consummation of the transactions contemplated
hereby shall have been obtained, except where failure to obtain any such
consent, order or permit would not involve a risk of a material adverse effect
on the assets or properties of the Acquiring Fund or the Selling Fund, provided
that either party hereto may for itself waive any of such conditions;
8.4 The Registration Statement shall have become effective under the 1933 Act
and no stop orders suspending the effectiveness thereof shall have been issued
and, to the best knowledge of the parties hereto, no investigation or proceeding
for that purpose shall have been instituted or be pending, threatened or
contemplated under the 1933 Act;
8.5 The Selling Fund shall have declared a dividend or dividends which, together
with all previous such dividends, shall have the effect of distributing to the
Selling Fund Shareholders all of the Selling Fund's investment company taxable
income for all taxable years ending on or prior to the Merger Date (computed
without regard to any deduction for dividends paid) and all of its net capital
gain realized in all taxable years ending on or prior to the Merger Date (after
reduction for any capital loss carryforward);
8.6 The parties shall have received a favorable opinion of DeWitt, Stevens &
Ross, S.C. addressed to the Acquiring Fund and the Selling Fund
substantially to the effect that for Federal income tax purposes:
(a) The transfer of substantially all of the Selling Fund assets in exchange for
the Acquiring Fund Shares and the assumption by the Acquiring Fund of certain
identified liabilities of the Selling Fund followed by the distribution of the
Acquiring Fund's shares to the Selling Fund in dissolution and liquidation of
the Selling Fund, will constitute a "reorganization" within the meaning of
Section 368(a)(1)(C) of the Code and the Acquiring Fund and the Selling Fund
will each be a "party to a reorganization" within the meaning of Section 368(b)
of the Code; (b) no gain or loss will be recognized by the Acquiring Fund upon
the receipt of the assets of the Selling Fund solely in exchange for the
Acquiring Fund Shares and the assumption by the Acquiring Fund of certain
identified liabilities of the Selling Fund; (c) no gain or loss will be
recognized by the Selling Fund upon the transfer of the Selling Fund assets to
the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption
by the Acquiring Fund of certain identified liabilities of the Selling Fund or
upon the distribution ( whether actual or constructive ) of the Acquiring Fund
Shares to Selling Fund Shareholders in exchange for their shares of the Selling
Fund; (d) no gain or loss will be recognized by Selling Fund Shareholders upon
the exchange of their Selling Fund shares for the Acquiring Fund Shares in
liquidation of the Selling Fund; (e) the aggregate tax basis for the Acquiring
Fund Shares received by each Selling Fund Shareholder pursuant to the
Merger will be the same as the aggregate tax basis of the Selling Fund
shares held by such shareholder immediately prior to the Merger, and the
holding period of the Acquiring Fund Shares to be received by each Selling Fund
Shareholder will include the period during which the Selling Fund shares
exchanged therefore were held by such shareholder (provided the Selling Fund
shares were held as capital assets on the date of the Merger ); and (f)
the tax basis of the Selling Fund assets acquired by the Acquiring Fund will be
the same as the tax basis of such assets to the Selling Fund immediately prior
to the Merger, and the holding period of the assets of the Selling Fund
in the hands of the Acquiring Fund will include the period during which those
assets were held by the Selling Fund. Notwithstanding anything herein to the
contrary, neither the Acquiring Fund nor the Selling Fund may waive the
conditions set forth in this paragraph 8.6.
ARTICLE IX
BROKERAGE FEES AND EXPENSES
9.1 The Acquiring Fund and the Selling Fund each represents and warrants to the
other that there are no brokers or finders entitled to receive any payments in
connection with the transactions provided for herein.
9.2 (a) Except as otherwise provided for herein, all expenses of the
transactions contemplated by this Agreement incurred by the Acquiring Fund will
be borne by Madison Investment Advisors, Inc. ("Madison"). The Selling
Fund will bear the expense of its own counsel and counsel to its Directors in
connection with the transactions contemplated by this Agreement. All other
expenses of the transactions contemplated by this Agreement incurred by the
Selling Fund will be borne by Madison. Such expenses include, without
limitation, (i) expenses incurred in connection with the entering into and
the carrying out of the provisions of this Agreement; (ii) expenses
associated with the preparation
and filing of the Registration Statement under the 1933 Act covering the
Acquiring Fund Shares to be issued pursuant to the provisions of this Agreement;
(iii) registration or qualification fees and expenses of preparing and filing
such forms as are necessary under applicable state securities laws to qualify
the Acquiring Fund Shares to be issued in connection herewith in each state in
which the Selling Fund Shareholders are resident as of the date of the mailing
of the Prospectus and Proxy Statement to such shareholders; (iv) postage; (v)
printing; (vi) accounting fees; (vii) legal fees; and (viii) solicitation cost
of the transactions. (b) Consistent with the provisions of paragraph 1.3, the
Selling Fund, prior to the Merger Date, shall pay for or include in the
statement of assets and liabilities prepared pursuant to paragraph 1.3 all of
its known and reasonably estimated expenses associated with the transactions
contemplated by this Agreement
ARTICLE X
ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 The Acquiring Fund and the Selling Fund agree that neither party has made
any representation, warranty or covenant not set forth herein and that the
Agreement constitutes the entire agreement between the parties.
10.2 The representations, warranties and covenants contained in this Agreement
or in any document delivered pursuant hereto or in connection herewith shall
survive the consummation of the transactions contemplated hereunder.
ARTICLE XI
TERMINATION
11.1 This Agreement may be terminated by the mutual agreement of the Acquiring
Fund and the Selling Fund. In addition, either the Acquiring Fund or the Selling
Fund may at its option terminate this Agreement at or prior to the Merger Date
because:
(a) of a breach by the other of any representation, warranty or agreement
contained herein to be performed at or prior to the Merger Date, if not cured
within 30 days; or
(b) a condition herein expressed to be precedent to the obligations of the
terminating party has not been met and it reasonably appears that it will not or
cannot be met.
11.2 In the event of any such termination, in the absence of willful default,
there shall be no liability for damages on the part of either the Acquiring Fund
or the Selling Fund, the Trust, or their respective Directors,
Trustees or officers, to the other party or its Directors, Trustees or officers,
but each shall bear the expenses incurred by it incidental to the preparation
and carrying out of this Agreement as provided in paragraph 9.2.
ARTICLE XII
AMENDMENTS
This Agreement may be amended, modified or supplemented in such manner
as may be mutually agreed upon in writing by the authorized officers of the
Selling Fund and the Acquiring Fund: provided, however, that following the
meeting of the Selling Fund Shareholders called by the Selling Fund pursuant to
paragraph 5.2 of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of the Acquiring Fund Shares
to be issued to the Selling Fund Shareholders under this Agreement to the
detriment of such shareholders without their further approval.
ARTICLE XIII
NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy, overnight courier or certified mail addressed to
The Acquiring Fund:
GIT Equity Trust
1655 Ft. Myer Drive, Suite 1000
Arlington, Virginia 22209
Attention: W. Richard Mason, Esq.
or to the Selling Fund
Bascom Hill Investors, Inc.
6411 Mineral Point Road
Madison, Wisconsin, 53705
Attention: Frank E. Burgess, Esq.
ARTICLE XIV
HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
14.1 The Article and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
14.2 This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original.
14.3 This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.
14.4 This Agreement shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns, but no assignment or transfer
hereof or of any rights or obligations hereunder shall be made by any party
without the written consent of the other party. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
14.5 It is expressly agreed to that the obligations of the Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents, or employees of the Trust, personally, but bind only the trust property
of the Trust, as provided in the Declaration of Trust of the Acquiring Fund. The
execution and delivery of this Agreement has been authorized by the Trustees of
the Trust on behalf of the Acquiring Fund and signed by authorized officers of
the Trust, acting as such, and neither such authorization by such Trustees nor
such execution and delivery by such officers shall be deemed to have been made
by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Acquiring Fund as
provided in the Trust's Declaration of Trust.
IN WITNESS WHEREOF, the parties have duly executed and sealed
this Agreement, all as of the date first written above.
GIT Equity Trust
on behalf of the Select Growth Fund Portfolio
By:/s/
Name: Katherine L. Frank
Title: President
Bascom Hill Investors, Inc.
By: /s/
Name: Frank E. Burgess
Title: President
<PAGE>
Bascom Hill Investors, Inc.
MEETING OF SHAREHOLDERS -- MAY 28, 1997
This proxy is solicited on behalf of the Directors of
Bascom Hill Investors, Inc.
The undersigned hereby appoints Katherine L. Frank and Frank E.
Burgess, and each of them separately, proxies, with full
power of substitution, and hereby authorizes
them to represent and to vote, as designated below at the
Annual Meeting of Shareholders of the above referenced
Investors Fund (the "Fund") to be held on Wednesday, May
29, 1997 at the Radisson Inn, 517 Grand Canyon Drive, Madison,
Wisconsin, at 4:00 p.m. Central time, and at any
adjournments thereof (the "Meeting"), all of the shares of the
Fund which the undersigned would be entitled to vote if the
undersigned were personally present.
Note: Please sign exactly as name appears on this card.
All joint owners should sign. When signing as an executor,
administrator, attorney, trustee, guardian or custodian for
a minor, please give full title as such. If a corporation,
please sign in full corporate name and indicate the signer's
office. If a partner, sign in partnership name.
Every shareholder's vote is important! Vote this Proxy Card
today! Please detach at perforation before mailing.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE SHAREHOLDER WHOSE NAME IS
SIGNED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR EACH PROPOSAL.
To vote, mark blocks below in blue or black ink as follows [x]
Bascom Hill Investors, Inc.
Keep this portion for your records.
(perforation)
Detach and return this portion only.
1. To approve the proposed Agreement and Plan of Merger
with the GIT Equity Trust Select Growth Portfolio.
o YES o NO o ABSTAIN
2. Proposal to elect each of the nominees for Directors of
the Investors Fund (except those marked below)
[ ] For all nominees [ ] Withhold authority for all [ ] To
withhold authority to vote for an individual nominee (or
nominees), write the nominee's name on the line below.
Frank E. Burgess, James R. Imhoff, Jr., Edmund Johnson,
Lorence D. Wheeler
_____________________________________
3. To approve the investment advisory agreement between
Madison Investment Advisors, Inc. and the Investors Fund.
o YES o NO o ABSTAIN
4. To ratify the selection of Williams, Young &
Associates, LLC, independent auditors.
o YES o NO o ABSTAIN
5. To consider and vote upon such other matters as may properly
come before said meeting or any adjournments thereof.
o YES o NO o ABSTAIN
These items are discussed in greater detail in the attached
Prospectus/Proxy Statement. The Board of Directors of Bascom
Hill Investors, Inc. has fixed the close of business on March 31, 1997, as
the record date for the determination of shareholders entitled to notice of
and to vote at the meeting.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING ARE
REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS FOR
THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1997
Acquisition of the Assets of
Bascom Hill Investors, Inc.
6411 Mineral Point Road
Madison, Wisconsin 53705
1-800-553-7838
By and in Exchange for Shares of
Select Growth Portfolio
of
GIT Equity Trust
1655 Ft. Myer Drive, Suite 1000
Arlington, Virginia 22209
1-800-336-3063
This Statement of Additional Information, relating specifically to the
proposed transfer of the assets of Bascom Hill Investors, Inc.
in exchange for shares of the Select Growth Portfolio, a series of
GIT Equity Trust, and the assumption by the Select Growth Portfolio of
certain identified liabilities of Bascom Hill Investors, is not a
prospectus. A Prospectus/Proxy Statement dated May 1, 1997 relating
to the above-referenced matter may be obtained from
Bascom Hill Investors, Inc., 6411 Mineral Point Road
Madison, Wisconsin 53705, 1-800-553-7838. This
Statement of Additional Information relates to and should be read
in conjunction with such Prospectus/Proxy Statement.
This Statement of Additional Information incorporates by reference the
following documents, a copy of each of which accompanies this Statement of
Additional Information:
1. The Prospectus of the GIT Equity Trust,
dated July 31, 1996.
2. The Statement of Additional Information of the
GIT Equity Trust, dated July 31, 1996.
3. The Prospectus of Bascom Hill Investors, Inc. dated
February 28, 1997.
4. The Statement of Additional Information of Bascom
Hill Investors, dated February 28, 1997.
5. The Annual Report of Bascom Hill Investors, Inc.
dated December 31, 1996.
6. The Annual Report of GIT Equity Trust dated
March 31, 1996 and the Semi-Annual Report
(unaudited) of GIT Equity Trust dated
September 30, 1996.
The following pro forma financial information relates to Bascom
Hill Investors, Inc. and the GIT Equity Trust Select Growth Portfolio:
<PAGE>
PRO FORMA FINANCIAL STATEMENTS OF INVESTMENTS OF
Bascom Hill Investors, Inc. and the GIT Equity Trust Select Growth Portfolio
DECEMBER 31, 1996
(unaudited)
PRO FORMA STATEMENT OF NET ASSETS
Investors GIT
Fund Fund ADJ Combined
Schedule of Investments
December 31, 1996
Common Stocks
Automotive
Pep Boys - Manny Moe & Jack 464,325 267,525 731,850
Capital Goods
General Electric - 197,750 197,750
Chemicals
Morton International, Inc. 486,963 244,500 731,463
Computer - Hardware and Peripherals
Cabletron Systems, Inc. 492,100 232,750 724,850
Cisco Systems, Inc. 254,750 254,750
Compaq Computer Corp. 390,469 - 390,469
U.S. Robotics Corporation 216,188 216,188
Computer - Software and Services
Computer Associates International, Inc. - 149,250 149,250
Reynolds & Reynolds Company 182,000 182,000
Consumer Products
Kimberly-Clark Corporation 457,200 - 457,200
Lancaster Colony Corp. 639,400 - 639,400
Proctor & Gamble 129,000 129,000
Electronics - General
Eastman Kodak Company 477,487 276,863 754,350
Electronics - Semiconductors
Applied Materials, Inc. - 172,500 172,500
Intel Corp. 288,062 170,218 458,280
Financial Services
American Express 471,775 274,025 745,800
Federal Home Loan Mortgage Corp. 568,431 330,375 898,806
Green Tree Financial Corporation 324,450 324,450
Norwest Corp. 463,275 261,000 724,275
Food & Beverage
Conagra, Inc. 481,331 284,819 766,150
Dole Food Co. 357,381 208,331 565,712
Hotels & Motels
La Quinta Inns, Inc. 187,425 187,425
Housing & Construction
Clayton Homes, Inc. 139,421 139,421
Oakwood Homes Corporation 128,100 128,100
Insurance
MGIC Investment Corp. 418,000 - 418,000
SunAmerica 244,062 244,062
Medical & Health Care
Abbott Laboratories 616,613 299,425 916,038
Columbia/HCA Healthcare Corp. 638,756 268,950 907,706
Schering-Plough Corporation 579,513 275,187 854,700
Restaurants
McDonalds 460,556 264,713 725,269
Retail - Department Stores
Wal-Mart stores, Inc. 517,562 300,806 818,368
-
Retail - Special Lines -
Callaway Golf Company 71,875 71,875
Intimate Brands 218,450 218,450
Telecommunications
Bell Atlantic Corp. 475,913 246,050 721,963
Toys
Mattel, Inc. 222,000 222,000
Total Common Stocks
(Cost $13,927,557) 9,745,112 7,042,758 - 16,787,870
Short-Term Investments
Commercial Paper
Associated First Cap Corp
5.45% due 1/15/97 450,000 450,000
Variable Rate Demand Notes
American Family Financial
Services 5.21 due 1/1/97 450,000 - 450,000
General Mills, Inc. 5.20%
due 1/1/97 450,000 - 450,000
Johnson Controls Inc. 5.23%
due 1/1/97 450,000 - 450,000
Pitney Bowes Credit Corp.
5.20% due 1/1/97 450,000 - 450,000
Sara Lee Corp. 5.18% due 1/1/97 450,000 450,000
Southwestern Bell Telephone 5.19%
due 1/1/97 450,000 - 450,000
Warner Lambert 5.18% due 1/1/97 268,258 268,258
Total Variable Rate Demand Notes2,968,258 - - 2,968,258
Repurchase Agreement - 591,000 591,000
Total Short Term Investments
(Cost $4,009,258) 3,418,258 591,000 - 4,009,258
Cash & Receivables Less
Liabilities (51,818) (73,416) (125,234)
Total Net Assets 13,111,552 7,560,342 - 20,671,894
Capital Shares Outstanding 731,754 369,392(91,135) 1,010,011
Net Asset Value per Share 17.920 20.467 - 20.467
PRO FORMA STATEMENT OF OPERATIONS
Income
Interest 184,714 30,816 215,530
Dividends 110,921 69,734 180,655
Total Income 295,635 100,550 - 396,185
Expenses
Auditing Fee 5,040 2,758 7,798
Custodial Fee 3,708 886 4,594
Directors' Fee 3,164 3,000 (3,164) 3,000
Investment Advisor Fee 99,818 55,327 (6,239) 148,906
Legal Fee 1,043 496 1,539
Licensing Fee 2,525 7,567 (2,525) 7,567
Printing Costs 4,581 2,984 7,565
Transfer Agent Expenses 16,312 52,076 68,388
Other Fees 10,288 - 10,288
Total Expenses 146,479 125,094 (11,928) 259,645
Net Investment Income 149,156 (24,544) 11,928 136,540
Net Realized Gains 2,420,310 1,006,131 3,426,441
Unrealized Depreciation 5,172 (329,961) (324,789)
Net Realized Gains and
Unrealized Depreciation 2,425,482 676,170 - 3,101,652
Total Increase in Net Assets 2,574,638 651,626 11,928 3,238,192
See Accompanying Notes to Financial Statements
NOTES TO PRO FORMA FINANCIAL STATEMENTS OF
Bascom Hill Investors, Inc. and GIT Equity Trust Select Growth Portfolio
DECEMBER 31, 1996
(unaudited)
1. BASIS OF COMBINATION
The Pro Forma Statement of Net Assets reflects the accounts of GIT Equity
Trust, Select Growth Portfolio (GIT) and Bascom Hill Investors, Inc. (BHI)
at December 31, 1996. The Pro Forma Statement of Operations reflects the
accounts of GIT and BHI for the year ended December 31, 1996. These
statements have been derived from GIT's and BHI's books and records
utilized in calculating daily net asset value at December 31, 1996.
The pro forma statements give effect to the proposed transfer of the assets
and stated liabilities of BHI in exchange for shares of
GIT under generally accepted accounting principles. The historical cost
of investment securities will be carried forward to the surviving entity and the
results of operations of GIT for pre-combination periods will not be
restated. The pro forma statements do not reflect the expenses of either fund
in carrying out its obligations under the Agreement and Plan of Merger.
The actual fiscal year of the combined fund will be December 31, the fiscal
year end of BHI.
The Pro Forma Statement of Net Assets and the Pro
Forma Statement of Operations should be read in
conjunction with the historical financial statements of BHI included or
incorporated by reference in the Statement of Additional Information.
2. SHARES OF BENEFICIAL INTEREST
The pro forma net asset value per share assumes the issuance of shares of
GIT, which would have been issued at December 31, 1996, in
connection with the proposed reorganization, had it occurred then.
3. PRO FORMA OPERATIONS
The Pro Forma Statement of Operations assumes the same rate of gross
investment income for the investments of GIT and BHI. Pro Forma operating
expenses include the actual expenses of BHI and GIT. The expected
expenses of the combined Fund should be lower in light of the larger
net asset size among which expenses will be divided. Pro Forma operating
expenses would be required to be adjusted downward by approximately $28,000
in order for the pro forma total expenses to result in an expense ratio
of 0.40%. This decrease in expenses is a result of a general decline in
expenses due to the restructuring of the services agreement between GIT
and the investment advisor.
