<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
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[ ] Definitive Proxy Statement
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14a-11(c) or Rule 14a-12
NEW ENGLAND FUNDS TRUST I
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(Name of Registrant as Specified In Its Charter)
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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NEW ENGLAND STAR ADVISERS FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 29, 1999
To the Shareholders:
Notice is hereby given that a Special Meeting of Shareholders of New England
Star Advisers Fund (the "Fund"), a series of New England Funds Trust I (the
"Trust"), will be held at the offices of New England Funds, L.P. ("NEF"), 399
Boylston Street, 4th Floor, Boston, Massachusetts 02116, on Friday, October 29,
1999 at 2:00 p.m. (Eastern time), for the following purposes:
1. To approve or disapprove a new Sub-Advisory Agreement relating to a
segment of the Fund between New England Funds Management, L.P. ("NEFM")
and Kobrick Funds LLC ("Kobrick").
2. To consider and act upon any other matters which may properly come before
the meeting or any adjournment thereof.
By order of the President of the Trust,
JOHN E. PELLETIER, Secretary
September 14, 1999
YOUR VOTE IS IMPORTANT
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE OR VOTE YOUR SHARES OVER THE INTERNET WHETHER OR
NOT YOU PLAN TO BE PRESENT AT THE MEETING. YOU MAY STILL VOTE IN PERSON IF YOU
ATTEND THE MEETING.
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NEW ENGLAND STAR ADVISERS FUND
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of New England Funds Trust I (the "Trust") for
use at the Special Meeting of Shareholders of New England Star Advisers Fund
(the "Fund"), a series of the Trust, to be held at the offices of New England
Funds, L.P. ("NEF"), 399 Boylston Street, 4th Floor, Boston, Massachusetts
02116, on Friday, October 29, 1999 at 2:00 p.m. (Eastern time), and at any
adjournment or adjournments thereof (the "Meeting"). This proxy statement and
its enclosures are being mailed to shareholders beginning on or about September
14, 1999. A copy of the Fund's Annual Report dated December 31, 1998 may be
obtained without charge by writing to NEF at its address set forth above or by
calling (800) 225-5478.
This Proxy Statement consists of three parts.
PART I contains general information relating to the Meeting.
PART II contains information relating to Proposal 1, the proposed new
Sub-Advisory Agreement for the Segment (as defined below) of the Fund between
New England Funds Management, L.P. ("NEFM") and Kobrick Funds LLC ("Kobrick").
PART III contains information about the Trust, NEFM, Kobrick and certain
brokerage and other miscellaneous matters.
I. GENERAL INFORMATION
All shareholders of record on August 30, 1999, the record date for
determining shareholders entitled to vote at the Meeting (the "Record Date"),
are entitled to one vote for each share of beneficial interest of the Fund held
as of that date. The number of shares of beneficial interest of the Fund issued
and outstanding as of the Record Date was ________.
Timely, properly executed proxies will be voted as you instruct. If you
return a proxy and no choice is indicated, your proxy will be voted in favor of
proposal 1 set forth in the attached Notice of Meeting. At any time before it
has been voted, the enclosed proxy may be revoked by the signer by a written
revocation received by the Secretary of the Trust, by properly executing a
later-dated proxy or by attending the Meeting, requesting return of any
previously delivered proxy and voting in person.
The costs of solicitation of proxies will be borne by the Fund. Solicitation
of proxies by personal interview, mail, telephone, telegraph and via the
internet may be made by officers and Trustees of the Trust and employees of NEF.
In addition, the firm of D.F. King & Co., Inc. has been retained to assist in
the solicitation of proxies, at a cost which is not expected to exceed $8,000,
plus reimbursement of such firm's out-of-pocket expenses.
II. PROPOSAL 1: NEW SUB-ADVISORY AGREEMENT
The fund is a multi-manager fund. NEFM acts as the adviser to the Fund. The
portfolio of the Fund is divided into four distinct segments, each of which is
managed by a different money management firm, as sub-adviser to NEFM. Until
recently, Founders Asset Management LLC ("Founders") managed one of the segments
of the Fund (the "Segment"), pursuant to a Sub-Advisory Agreement dated April 1,
1998, between NEFM and Founders (the "Previous Sub-Advisory Agreement").
The Trustees have approved, and recommend that the shareholders of the Fund
approve, a new Sub-Advisory Agreement (the "New Sub-Advisory Agreement") for the
Fund between NEFM and Kobrick (Proposal 1). The New Sub-Advisory Agreement would
be substantially similar to the Previous Sub-Advisory Agreement which was until
recently in effect between NEFM and Founders, except references to Founders
would be changed to references to Kobrick. The New Sub-Advisory Agreement would
not affect the gross management fee paid by the Fund to NEFM or the subadvisory
fees paid by the Fund or NEFM to the sub-advisers.
ADVISORY AGREEMENT
NEFM has acted as the Fund's adviser since January 2, 1996, and currently
acts as the Fund's adviser pursuant to an advisory agreement dated August 30,
1996 and amended May 1, 1998 (the "Advisory Agreement"). Prior to January 2,
1996, New England Investment Companies, L.P. ("NEIC") acted as the Fund's
adviser. The Trustees of the Trust, at a meeting held on May 9, 1997, approved
an amendment to the Advisory Agreement to reduce the management fees payable by
the Fund thereunder and approved the continuation of the Advisory Agreement as
so amended, for a one year period beginning on June 1, 1997. The Fund's
shareholders last approved the Advisory Agreement at a meeting held on December
28, 1995. The purpose of the submission of the Advisory Agreement for
shareholder approval at such time was for such agreement's initial approval and
to approve its continuation following the merger of NEFM's former parent
company, New England Mutual Life Insurance Company, with and into Metropolitan
Life Insurance Company ("MetLife"), with MetLife as the surviving company. This
merger was consummated on August 30, 1996. As of May 1, 1998, the Advisory
Agreement was amended to provide that the management fees payable by the Fund to
NEFM are reduced by the amounts of any subadvisory fees paid directly by the
Fund to any subadviser. This amendment to the Advisory Agreement did not change
the management fee rate under the Advisory Agreement, nor the services to be
provided to the Fund by NEFM under the Advisory Agreement. Furthermore, this
amendment did not change the overall level of fees payable by the Fund.
Under the Advisory Agreement, NEFM has overall advisory and administrative
responsibility with respect to the Fund. The Advisory Agreement also provides
that NEFM will, subject to NEFM's rights to delegate such responsibilities to
other parties, provide to the Fund both (1) portfolio management services
(defined to mean managing the investment and reinvestment of the assets of the
Fund, subject to the supervision and control of the Trustees) and (2)
administrative services (defined to mean furnishing or paying the expenses of
the Fund for office space, facilities and equipment, services of executive and
other personnel of the Trust and certain other administrative and general
management services). Under the Advisory Agreement, the annual management fee
rate payable by the Fund to NEFM is 1.05% of the first $1 billion of the Fund's
average daily net assets and 1.00% of any such assets in excess of $1 billion.
For the fiscal year ended December 31, 1998, the aggregate management fee
payable by the Fund to NEFM under the Advisory Agreement was $10,961,729.
PREVIOUS SUB-ADVISORY AGREEMENT
NEFM has delegated its responsibility under the Advisory Agreement to provide
portfolio management services to the Fund to four different sub-advisers, each
sub-adviser managing a different segment of the Fund's portfolio. Until August
20, 1999, NEFM delegated responsibility for managing the assets of the Segment
to Founders pursuant to the Previous Sub-Advisory Agreement, which was dated
April 1, 1998. From January 2, 1996, to April 1, 1998, Founders managed the
Segment pursuant to three consecutive Sub-Advisory Agreements dated January 2,
1996, August 30, 1996, and October 17, 1997, respectively. Prior to January 2,
1996, Founders managed the Segment pursuant to a Sub-Advisory Agreement between
NEIC and Founders.
The Previous Sub-Advisory Agreement required Founders to manage the
investment and reinvestment of the assets of the Segment, subject to the
supervision of NEFM. Under the terms of the Previous Sub-Advisory Agreement,
Founders was authorized to effect portfolio transactions for the Segment, using
its own discretion and without prior consultation with NEFM. Founders was also
required to report periodically to NEFM and the Trustees of the Trust. The
Previous Sub-Advisory Agreement was approved by the Trustees of the Trust at a
meeting held on _____, 199_.
The Securities and Exchange Commission issued an order to the Trust and NEFM
that permits NEFM to amend or continue existing sub-advisory agreements related
to the Fund when approved by the Board of Trustees, without shareholder
approval. The exemption also permits NEFM to enter into new sub-advisory
agreements related to the Fund with sub-advisers that are not affiliated with
NEFM, if approved by the Board of Trustees.
Under the Previous Sub-Advisory Agreement, Founders was entitled to receive
from NEFM (and not from the Fund) a sub-advisory fee at an annual rate of 0.55%
of the first $50 million of the average daily net assets of the Segment, 0.50%
of the next $200 million of such assets and 0.475% of such assets in excess of
$250 million.
INTERIM AND NEW SUB-ADVISORY AGREEMENTS
Based on a review of the investment approach used by Founders in managing the
Segment, the Segment's performance record under Founders' management, the
performance record of Kobrick and its portfolio management personnel as well as
other business considerations, NEFM recommended and the Trustees of the Trust
determined that it would be appropriate for Kobrick to assume responsibility for
the day-to-day management of the Segment. Thus, upon the recommendation of NEFM,
the Trustees voted on August 20, 1999 to terminate the Previous Sub-Advisory
Agreement as of the close of business on August 20, 1999 and to approve both (i)
a sub-advisory agreement between NEFM and Kobrick to be effective on August 23,
1999 and to continue for a period of 120 days or until shareholders of the Fund
approve the New Sub-Advisory Agreement, whichever occurs first (the "Interim
Sub-Advisory Agreement"), by which NEFM appointed Kobrick to act as sub-adviser
to the Segment beginning August 23, 1999, and (ii) the New Sub-Advisory
Agreement, by which Kobrick would, following approval of the New Sub-Advisory
Agreement by the Fund's shareholders (assuming such approval is obtained),
continue to act as sub-adviser to the Fund. The terms of the New Sub-Advisory
Agreement are substantially identical to those of the Interim Sub-Advisory
Agreement, which in turn are substantially identical to those of the Previous
Sub-Advisory Agreement, except that (i) references to Founders in the Previous
Sub-Advisory Agreement have been changed to references to Kobrick in the Interim
Sub-Advisory Agreement and New Sub-Advisory Agreement and (ii) the fees payable
to Kobrick under the Interim Sub-Advisory Agreement and under the New
Sub-Advisory Agreement will be paid by the Fund, rather than by NEFM and NEFM's
management fee will be reduced by the amount paid by the Fund to Kobrick. The
fee rate payable by the Fund to Kobrick under the Interim Sub-Advisory Agreement
and under the New Sub-Advisory Agreement is identical to the rate previously
paid to Founders, which is: 0.55% of the first $50 million of the Segment's
average daily net assets, 0.50% of such assets between $50 million and $250
million, and 0.475% of such assets in excess of $250 million. Founders consented
to the termination of the Previous Sub-Advisory Agreement as of the close of
business on August 20, 1999. Kobrick has agreed to waive payment of its entire
sub-advisory fee by the Fund under the Interim Sub-Advisory Agreement until
October 19, 1999, and the Fund will continue to pay Founders the sub-advisory
fee it would have earned if it continued to manage the Segment. This waiver by
Kobrick will not affect the management fee payable by the Fund to NEFM.
The New Sub-Advisory Agreement is subject to approval by the Fund's
shareholders, which approval ordinarily must be obtained before such an
agreement takes effect. However, the Interim Sub-Advisory Agreement went into
effect on August 23, 1999, pursuant to a rule of the SEC which, under certain
circumstances, allows such agreements to take effect, and to remain in effect
for up to 120 days, without receiving prior shareholder approval, as long as the
fees payable under such agreement do not exceed the fees payable under the
predecessor agreement. If the New Sub-Advisory Agreement is approved by the
Fund's shareholders, it will take effect at the close of business on the date
such approval is obtained. It is expected that such approval will be obtained on
or soon after October 29, 1999, at which time the Interim Sub-Advisory Agreement
would terminate and Kobrick would begin earning sub-advisory fees under the New
Sub-Advisory Agreement. The Trustees recommend that the shareholders approve the
New Sub-Advisory Agreement.
KOBRICK AS SUB-ADVISER OF THE SEGMENT
In deciding to approve the appointment of Kobrick as sub-adviser to the
Segment and to recommend the New Sub-Advisory Agreement for shareholder
approval, the Trustees considered the qualifications of Kobrick and its
personnel to provide portfolio management services to the Segment. Kobrick and
its personnel have an impressive track record and experience in money
management. The Trustees also reviewed information about Kobrick's proposed
approach to managing the Segment's portfolio. Kobrick's investment approach
employs fundamental analysis and active management of the equity securities of
companies over a broad range of market capitalizations to provide flexibility as
conditions change. In selecting investments, Kobrick considers, among other
factors, (i) the strength of a company's management team; (ii) the company's
competitive position, business strategy, entrepreneurial character and relative
financial condition; (iii) expected growth in earnings; and (iv) whether the
company offers new or innovative products, services or processes.
Frederick R. Kobrick, CFA, will manage the Segment under the Interim
Sub-Advisory Agreement and would continue to be the portfolio manager under the
New Sub-Advisory Agreement. Mr. Kobrick, President of Kobrick and its
predecessors since 1997, has been in the investment business for more than 28
years and currently serves as portfolio manager for two equity mutual funds.
Immediately prior to forming Kobrick in 1997, he was an equity portfolio manager
at State Street Research & Management Company ("State Street"), where he served
as Senior Vice President since 1989 and as a member of the firm's Equity
Investment Committee since 1985. While at State Street, Mr. Kobrick built a
strong performance record while managing approximately $4 billion in assets,
including State Street's flagship fund, the Capital Fund.
Mr. Kobrick, in addition to serving as the senior officer of Kobrick, is also
the principal in private investment partnerships, and may act in that capacity
with respect to similar investment partnerships.
RESTRUCTURING COSTS
Kobrick reviewed the existing portfolio holdings of the Segment to determine
what holdings it would expect to sell in order to conform the Segment to
Kobrick's judgment as to stock selection. Based on this review, Kobrick informed
the Trustees that it would expect to sell approximately __% of the dollar value
of the Segment's existing portfolio, and to reinvest the sale proceeds in other
stocks. Kobrick estimated that these transactions would result in brokerage
costs of approximately $__,___ to the Fund. In addition to these commission
costs, the transactions will involve additional costs to the Fund resulting from
the impact of the transactions on the prices received and paid by the Fund for
the securities being sold and bought. Although these costs cannot be precisely
ascertained, Kobrick estimated that they would be approximately $__,___. In
addition, Kobrick estimated that the transactions, based on mid-1999 market
prices, would result in the realization of approximately $____ million of
long-term capital gains (or approximately $_____ per share of the Fund). These
gains, together with any other long-term capital gains realized by the Fund as a
whole (i.e. all Segments) in 1999 (reduced by any realized capital losses),
would be distributed to Fund shareholders at the end of the year and would
constitute taxable long-term capital gains in the hands of the recipient Fund
shareholders. The foregoing estimates were prepared in mid-1999 based on
then-current Fund holdings and market information available to Kobrick. The
actual costs of restructuring the Segment's portfolio could be higher or lower,
depending on market conditions and other factors. Kobrick expected that the
restructuring would be completed within [a few weeks] after Kobrick assumed
responsibility for the Segment's portfolio on August 23, 1999.
DESCRIPTION OF THE NEW SUB-ADVISORY AGREEMENT
A copy of the New Sub-Advisory Agreement is set forth as Appendix A to this
Proxy Statement. The following description of the New Sub-Advisory Agreement is
qualified in its entirety by reference to the full text of the Agreement as set
forth in Appendix A.
The New Sub-Advisory Agreement, which will take effect (assuming shareholder
approval) on or soon after October 29, 1999, requires Kobrick to manage the
investment and reinvestment of the assets of the Fund, subject to the
supervision of NEFM. Under the terms of the New Sub-Advisory Agreement, Kobrick
is authorized to effect portfolio transactions for the Segment, using its own
discretion and without prior consultation with NEFM. Kobrick is required to
report periodically to NEFM and to the Trustees of the Trust. The New
Sub-Advisory Agreement provides that the Fund shall compensate Kobrick at the
annual rate of 0.55% of the first $50 million of the Segment's average daily net
assets, 0.50% of such assets between $50 million and $250 million, and 0.475% of
such assets in excess of $250 million. As of July 31, 1999, the net assets of
the Segment were approximately $320,107,613.
The New Sub-Advisory Agreement provides that it will continue in effect for
two years from its date of execution and thereafter from year to year if its
continuance is approved at least annually (i) by the Board of Trustees of the
Trust or by vote of a majority of the outstanding voting securities of the Fund
and (ii) by vote of a majority of the Trustees who are not "interested
persons,"as that term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), of the Trust, NEFM or Kobrick, cast in person at a
meeting called for the purpose of voting on such approval. Any amendment to the
New Sub-Advisory Agreement must be approved by NEFM and Kobrick and, if required
by law, by vote of a majority of the outstanding voting securities of the Fund
and by a majority of the Trustees who are not interested persons, cast in person
at a meeting called for the purpose of voting on such approval. The New
Sub-Advisory Agreement may be terminated without penalty by vote of the Board of
Trustees or by vote of a majority of the outstanding voting securities of the
Fund, upon sixty days' written notice, or by Kobrick or NEFM upon ninety days'
written notice, and will terminate automatically in the event of its assignment.
The New Sub-Advisory Agreement will automatically terminate if the Advisory
Agreement is terminated. The New Sub-Advisory Agreement is non-exclusive with
respect to Kobrick's services.
The New Sub-Advisory Agreement provides that Kobrick shall not be subject to
any liability in connection with the performance of its services thereunder in
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties.
EFFECTS OF THE PREVIOUS, INTERIM AND NEW SUB-ADVISORY AGREEMENTS
For the fiscal year ended December 31, 1998, NEFM or the Fund paid
sub-advisory fees of $1,313,910 to Founders (or its predecessor). If the Interim
Sub-Advisory Agreement or the New Sub-Advisory Agreement had been in effect
during 1998, this same amount of sub-advisory fees would have been payable by
NEFM or the Fund to Kobrick. All sub-advisory fees under the Previous
Sub-Advisory Agreement were payable by NEFM or the Fund to Founders. All
sub-advisory fees payable under the Interim Sub-Advisory Agreement and the New
Sub-Advisory Agreement will be payable by the Fund to Kobrick.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
OF THE FUND VOTE TO APPROVE THE PROPOSED NEW
SUB-ADVISORY AGREEMENT.
REQUIRED VOTE
The required vote for approval of the New Sub-Advisory Agreement is the
lesser of (1) 67% of the shares of the Fund represented at the Meeting, if more
than 50% of the shares of the Fund are represented at the Meeting, or (2) more
than 50% of the outstanding shares of the Fund. If the shareholders of the Fund
do not approve the New Sub-Advisory Agreement at the Meeting, the Trustees will
consider alternative arrangements for the management of the Fund's portfolio,
and the Interim Sub-Advisory Agreement will be terminated not later than 120
days after it took effect.
III. OTHER INFORMATION
INFORMATION ABOUT THE TRUST
The Trust was organized as a Massachusetts business trust pursuant to a
Declaration of Trust dated June 7, 1985. The Trust has twelve separate funds
currently.
INFORMATION ABOUT NEFM
NEFM, formed in 1995, is a limited partnership. Its sole general partner, NEF
Corporation, is a wholly-owned subsidiary of Nvest Holdings, L.P. ("Nvest
Holdings"), which in turn is a wholly-owned subsidiary of Nvest Companies, L.P.
("Nvest Companies"). NEF Corporation is also the sole general partner of NEF,
which is the principal underwriter for the Fund. Nvest Companies owns the entire
limited partnership interest in each of NEFM and NEF. Nvest Companies' managing
general partner, Nvest Corporation, is a wholly-owned subsidiary of MetLife New
England Holdings, Inc., which in turn is a wholly-owned subsidiary of
Metropolitan Life Insurance Company ("MetLife"), a mutual life insurance
company. MetLife owns approximately 46% (and in the aggregate, directly and
indirectly, approximately 47%) of the outstanding limited partnership interests
in Nvest Companies. Nvest Companies' advising general partner, Nvest, L.P., is a
publicly-traded company listed on the New York Stock Exchange. Nvest Corporation
is the sole general partner of Nvest, L.P. The fourteen principal subsidiary or
affiliated asset management firms of Nvest Companies, collectively, have more
than $136 billion of assets under management or administration as of June 30,
1999.
The principal executive officer of NEFM and NEF is Bruce R. Speca, who is the
President of the Trust and whose principal occupation is his positions with NEFM
and NEF. The address of NEFM, NEF, NEF Corporation, Nvest Holdings, Nvest
Companies, Nvest Corporation and Mr. Speca is 399 Boylston Street, Boston,
Massachusetts 02116. The address of MetLife New England Holdings, Inc. and
MetLife is One Madison Avenue, New York, New York 10010.
INFORMATION ABOUT KOBRICK
Kobrick, the predecessor of which was established in 1997, is a wholly owned
subsidiary of Nvest Companies engaged in the business of investment management.
Kobrick was acquired by Nvest Companies on July 7, 1999. As of July 31, 1999,
Kobrick had approximately $200 million in assets under management. The principal
executive officer of Kobrick is Frederick R. Kobrick, who is President and Chief
Executive Officer of Kobrick Funds LLC. The address of Kobrick and Mr. Kobrick
is 101 Federal Street, Boston, MA 02110.
Kobrick acts as investment adviser to the following mutual funds that have
similar investment objectives (growth of capital) to the Segment. Kobrick is
compensated by such funds at the annual fee rates set forth in the table below.
The table also sets forth the net assets of those funds at July 31, 1999.
ANNUAL
FEE RATE
NET ASSETS (AS A PERCENTAGE
FUND (IN MILLIONS) OF AVERAGE NET ASSETS)
-------------- ------------ ---------------------
Kobrick Capital Fund 108 1%
Kobrick Emerging Growth Fund 50 1%
Kobrick Growth Fund 46 1%
PORTFOLIO TRANSACTIONS AND BROKERAGE
Kobrick's policy is to seek for its clients, including the Segment, what in
Kobrick's judgment will be the best overall execution of purchase or sale orders
and the most favorable net prices in securities transactions consistent with its
judgment as to the business qualifications of the various broker or dealer firms
with whom Kobrick may do business, and Kobrick may not necessarily choose the
broker offering the lowest available commission rate. Decisions with respect to
the market where the transaction is to be completed, to the form of transaction
(whether principal or agency) and to the allocation of orders among brokers or
dealers are made in accordance with this policy. In selecting brokers or dealers
to effect portfolio transactions, consideration is given to their proven
integrity and financial responsibility, their demonstrated execution experience
and capabilities both generally and with respect to particular markets or
securities, the competitiveness of their commission rates in agency transactions
(and their net prices in principal transactions), their willingness to commit
capital, and their clearance and settlement capability. Kobrick makes every
effort to keep informed of commission rate structures and prevalent bid/ask
spread characteristics of the markets and securities in which transactions for
the Segment occur. Against this background, Kobrick evaluates the reasonableness
of a commission or a net price with respect to a particular transaction by
considering such factors as difficulty of execution or security positioning by
the executing firm. Kobrick may or may not solicit competitive bids based on its
judgment of the expected benefit or harm to the execution process for that
transaction.
When it appears that a number of firms could satisfy the required standards
in respect of a particular transaction, consideration may also be given to
services other than execution services which certain of such firms have provided
in the past or may provide in the future. Negotiated commission rates and
prices, however, are based upon Kobrick's judgment of the rate which reflects
the execution requirements of the transaction without regard to whether the
broker provides services in addition to execution. Among such other services are
the supplying of supplemental investment research; general economic, political
and business information; analytical and statistical data; relevant market
information, quotation equipment and services; reports and information about
specific companies, industries and securities; purchase and sale recommendations
for stocks and bonds; portfolio strategy services; historical statistical
information; market data services providing information on specific issues and
prices; financial publications; proxy voting data and analysis services;
technical analysis of various aspects of the securities markets, including
technical charts; computer hardware used for brokerage and research purposes;
computer software and databases, including those used for portfolio analysis and
modeling; and portfolio evaluation services and relative performance of
accounts. Certain nonexecution services provided by broker-dealers may in turn
be obtained by the broker-dealers from third parties who are paid for such
services by the broker-dealers. Although it is not possible to assign an exact
dollar value to these services, they may, to the extent used, tend to reduce
Kobrick's expenses.
Kobrick regularly reviews and evaluates the services furnished by
broker-dealers. Some services may be used for research and investment
decision-making purposes, and also for marketing or administrative purposes.
Under these circumstances, Kobrick allocates the cost of such services to
determine the appropriate proportion of the cost which is allocable to purposes
other than research or investment decision-making and is therefore paid directly
by Kobrick. Some research and execution services may benefit Kobrick's clients
as a whole, while others may benefit a specific segment of clients. Not all such
services will necessarily be used exclusively in connection with the accounts
which pay the commissions to the broker-dealer producing the services. Receipt
of services or products other than research from brokers is not a factor in the
selection of brokers.
Kobrick has no fixed agreements or understanding with any broker-dealer as to
the amount of brokerage business which that firm may expect to receive for
services supplied to Kobrick or otherwise. There may be, however, understandings
with certain firms that in order for such firms to be able to continuously
supply certain services, they need to receive allocation of a specified amount
of brokerage business. These understandings are honored to the extent possible
in accordance with the policies set forth above.
To the extent permitted by applicable law, and subject to the foregoing best
execution policy, Kobrick may allocate brokerage transactions in a manner that
takes into account the sale of shares of one or more funds distributed by NEF.
In addition, Kobrick may allocate brokerage transactions to broker-dealers
(including affiliates of the Distributor) that have entered into arrangements in
which the broker-dealer allocates a portion of the commissions paid by a fund
toward the reduction of that fund's expenses, subject to the requirement that
the transaction quality must be comparable to that of other qualified
broker-dealers.
It is not Kobrick's policy to intentionally pay a firm a brokerage commission
higher that that which another firm would charge for handling the same
transaction in recognition of services (other than execution services),
provided, however, that Kobrick is aware that this is an area where differences
of opinion as to fact and circumstances may exist, and in such circumstances, if
any, Kobrick relies on the provisions of Section 28(e) of the Securities Act of
1934, to the extent applicable.
CERTAIN PAYMENTS TO AFFILIATES
In addition to advisory fees payable to NEFM, the Fund compensates NEF and
Nvest Services Company ("NSC"), a wholly-owned subsidiary of NEF Corporation,
for providing various services to the Fund and its shareholders. In 1998, these
payments to NSC (formerly New England Funds Services Company) amounted to
$1,731,776 for transfer agency services. In 1998, payments to NEF amounted to
$1,072,116 for service and distribution (Rule 12b-1) fees for Class A shares,
$4,826,734 for service and distribution (Rule 12b-1) fees for Class B shares,
$958,465 for service and distribution (Rule 12b-1) fees for Class C shares and
$191,247 for the provision of certain legal and accounting services. In
addition, in 1998 NEF received from the Fund's shareholders $2,573,691 in sales
charges (including contingent deferred sales charges on Class A and B shares).
These arrangements are not affected in any way by the New Sub-Advisory
Agreement.
CERTAIN TRUSTEES AND OFFICERS OF THE TRUST
The following persons are both (1) Trustees or officers of the Trust and (2)
officers or employees of NEFM (or officers or directors of that firm's corporate
general partner): Bruce R. Speca, Thomas P. Cunningham and John E. Pelletier. In
addition, Peter S. Voss, President and Chief Executive Officer of Nvest
Companies, is a Trustee and an officer of the Trust.
SHAREHOLDERS AS OF THE RECORD DATE
As of the Record Date, the following persons owned beneficially (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended),
the following numbers of shares of each class of shares of the Fund,
representing the indicated percentage of the outstanding shares of such class:
NUMBER
CLASS SHAREHOLDER OF SHARES PERCENT
----------------- ----------- --------- -------
Class A
%
Class B
%
Class C
%
As of the Record Date, the officers and Trustees of the Trust as a group
owned less than 1% of the outstanding shares of the Fund.
OTHER MATTERS
Forty percent of the shares of the Fund outstanding on the Record Date,
present in person or represented by proxy, constitutes a quorum for the
transaction of business at the Meeting, although at least 50% of the outstanding
shares of the Fund must be present or represented at the Meeting in order for
Proposal 1 to be approved. Votes cast by proxy or in person at the Meeting will
be counted by persons appointed by the Trust as tellers for the Meeting. The
tellers will count the total number of votes cast "for" approval of Proposal 1
for purposes of determining whether sufficient affirmative votes have been cast.
The tellers will count all shares represented by proxies that reflect
abstentions and "broker non-votes" (i.e., shares held by brokers or nominees as
to which instructions have not been received from the beneficial owners or the
persons entitled to vote) for purposes of determining the presence of a quorum.
With respect to Proposal 1, assuming the presence of a quorum, abstentions and
broker non-votes have the effect of a negative vote on the proposal.
In the event that a quorum is not present, or if sufficient votes in favor of
Proposal 1 are not received by October 29, 1999, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of the shares present in person or by proxy at the session of the
Meeting to be adjourned. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of Proposal 1
and will not vote any proxies that direct them to abstain from voting on such
Proposal. Although the Meeting is called to transact any other business that may
properly come before it, the only business that management intends to present or
knows that others will present is Proposal 1 mentioned in the Notice of Special
Meeting. However, you are being asked on the enclosed proxy to authorize the
persons named therein to vote in accordance with their judgment with respect to
any additional matters which properly come before the Meeting, and on all
matters incidental to the conduct of the Meeting.
SHAREHOLDER PROPOSALS AT FUTURE MEETINGS
The Trust does not hold annual or other regular meetings of shareholders.
Shareholder proposals to be presented at any future meeting of shareholders of
the Trust must be received by the Trust a reasonable time before the Trust's
solicitation of proxies for that meeting in order for such proposals to be
considered for inclusion in the proxy materials relating to that meeting.
September 14, 1999
<PAGE>
APPENDIX A
NEW ENGLAND STAR ADVISERS FUND
Sub-Advisory Agreement
(Kobrick Funds LLC)
Sub-Advisory Agreement (this "Agreement") entered into as of October 29,
1999, by and among New England Funds Trust I, a Massachusetts business trust
(the "Trust"), with respect to its New England Star Advisers Fund series (the
"Series"), New England Funds Management, L.P., a Delaware limited partnership
(the "Manager"), and Kobrick Funds LLC, a Delaware limited liability company
(the "Sub-Adviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated August 30,
1996 and amended May 1, 1998 (the "Advisory Agreement") with the Trust, relating
to the provision of portfolio management and administrative services to the
Series;
WHEREAS, the Advisory Agreement provides that the Manager may delegate any or
all of its portfolio management responsibilities under the Advisory Agreement to
one or more sub-advisers;
WHEREAS, the Manager and the Trustees of the Trust desire to retain the
Sub-Adviser to render portfolio management services in the manner and on the
terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, the Trust, the Manager and the Sub-Adviser agree as
follows:
1. Sub-Advisory Services.
a. The Sub-Adviser shall, subject to the supervision of the Manager and of
any administrator appointed by the Manager (the "Administrator"), manage the
investment and reinvestment of the assets of the Series as the Manager may
from time to time allocate to the Sub-Adviser for management (each such
portion, a "Segment"), and the Sub-Adviser shall have the authority on behalf
of the Series to vote all proxies and exercise all other rights of the Series
as a security holder of companies in which the Segment from time to time
invests. The Sub-Adviser shall manage the Segment in conformity with (1) the
investment objective, policies and restrictions of the Series set forth in
the Trust's prospectus and statement of additional information relating to
the Series, (2) any additional policies or guidelines established by the
Manager or by the Trust's Trustees that have been furnished in writing to the
Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code")
applicable to "regulated investment companies" (as defined in Section 851 of
the Code), all as from time to time in effect (collectively, the "Policies"),
and with all applicable provisions of law, including without limitation all
applicable provisions of the Investment Company Act of 1940 ,as amended (the
"1940 Act") and the rules and regulations thereunder. For purposes of
compliance with the Policies, the Sub-Adviser shall be entitled to treat the
Segment as though the Segment constituted the entire Series, and the
Sub-Adviser shall not be responsible in any way for the compliance of any
assets of the Series, other than the Segment, with the Policies, or for the
compliance of the Series, taken as a whole, with the Policies. Subject to the
foregoing, the Sub-Adviser is authorized, in its discretion and without prior
consultation with the Manager, to buy, sell, lend and otherwise trade in any
stocks, bonds and other securities and investment instruments on behalf of
the Segment, without regard to the length of time the securities have been
held and the resulting rate of portfolio turnover or any tax considerations;
and the majority or the whole of the Segment may be invested in such
proportions of stocks, bonds, other securities or investment instruments, or
cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing
provisions of this Section 1.a., however, the Sub-Adviser shall, upon written
instructions from the Manager, effect such portfolio transactions for the
Segment as the Manager shall determine are necessary in order for the Series
to comply with the Policies.
b. The Sub-Adviser shall furnish the Manager and the Administrator monthly,
quarterly and annual reports concerning portfolio transactions and
performance of the Segment in such form as may be mutually agreed upon, and
agrees to review the Segment and discuss the management of it. The
Sub-Adviser shall permit all books and records with respect to the Segment to
be inspected and audited by the Manager and the Administrator at all
reasonable times during normal business hours, upon reasonable notice. The
Sub-Adviser shall also provide the Manager with such other information and
reports as may reasonably be requested by the Manager from time to time,
including without limitation all material requested by or required to be
delivered to the Trustees of the Trust.
c. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser's
Form ADV as filed with the Securities and Exchange Commission and a list of
the persons whom the Sub-Adviser wishes to have authorized to give written
and/or oral instructions to custodians of assets of the Series.
2. Obligations of the Manager.
a. The Manager shall provide (or cause the Custodian, as defined in Section
3, to provide) timely information to the Sub-Adviser regarding such matters
as the composition of assets of the Segment, cash requirements and cash
available for investment in the Segment, and all other information as may be
reasonably necessary for the Sub-Adviser to perform its responsibilities
hereunder.
b. The Manager has furnished the Sub-Adviser a copy of the prospectus and
statement of additional information of the Series and agrees during the
continuance of this Agreement to furnish the Sub-Adviser copies of any
revisions or supplements thereto at, or, if practicable, before the time the
revisions or supplements become effective. The Manager agrees to furnish the
Sub-Adviser with minutes of meetings of the Trustees of the Trust applicable
to the Series to the extent they may affect the duties of the Sub-Adviser,
and with copies of any financial statements or reports made by the Series to
its shareholders, and any further materials or information which the
Sub-Adviser may reasonably request to enable it to perform its functions
under this Agreement.
3. Custodian. The Manager shall provide the Sub-Adviser with a copy of the
Series' agreement with the custodian designated to hold the assets of the
Series (the "Custodian") and any modifications thereto (the "Custody
Agreement"), copies of such modifications to be provided to the Sub-Adviser a
reasonable time in advance of the effectiveness of such modifications. The
assets of the Segment shall be maintained in the custody of the Custodian
identified in, and in accordance with the terms and conditions of, the
Custody Agreement (or any sub-custodian properly appointed as provided in the
Custody Agreement). The Sub-Adviser shall have no liability for the acts or
omissions of the Custodian, unless such act or omission is taken in reliance
upon instruction given to the Custodian by a representative of the
Sub-Adviser properly authorized to give such instruction under the Custody
Agreement. Any assets added to the Segment shall be delivered directly to the
Custodian.
4. Proprietary Rights. The Manager agrees and acknowledges that the
Sub-Adviser is the sole owner of the name "Kobrick Funds LLC" and "Kobrick"
and that all use of any designation consisting in whole or part of "Kobrick
Funds LLC" or "Kobrick" (a "Kobrick Mark") under this Agreement shall inure
to the benefit of the Sub-Adviser. The Manager on its own behalf and on
behalf of the Segment agrees not to use any Kobrick Mark in any advertisement
or sales literature or other materials promoting the Series or the Segment,
except with the prior written consent of the Sub-Adviser. Without the prior
written consent of the Sub-Adviser, the Manager shall not, and the Manager
shall use its best efforts to cause the Series not to, make representations
regarding the Sub-Adviser or the Kobrick Funds in any disclosure document,
advertisement or sales literature or other materials relating to the Series.
Upon termination of this Agreement for any reason, the Manager shall cease,
and the Manager shall use its best efforts to cause the Series to cease, all
use of any Kobrick Mark(s) as soon as reasonably practicable.
5. Expenses. Except for expenses specifically assumed or agreed to be paid
by the Sub-Adviser pursuant hereto, the Sub-Adviser shall not be liable for
any organizational, operational or business expenses of the Manager or the
Trust including, without limitation, (a) interest and taxes, (b) brokerage
commissions and other costs in connection with the purchase or sale of
securities or other investment instruments with respect to the Series, and
(c) custodian fees and expenses. Any reimbursement of advisory fees required
by any expense limitation provision of any law shall be the sole
responsibility of the Manager. The Manager and the Sub-Adviser shall not be
considered as partners or participants in a joint venture. The Sub-Adviser
will pay its own expenses incurred in furnishing the services to be provided
by it pursuant to this Agreement. Neither the Sub-Adviser nor any affiliated
person thereof shall be entitled to any compensation from the Manager or the
Trust with respect to service by any affiliated person of the Sub-Adviser as
an officer or Trustee of the Trust (other than the compensation to the
Sub-Adviser payable by the Trust pursuant to Section 7 hereof).
6. Purchase and Sale of Assets. Absent instructions from the Manager to the
contrary, the Sub-Adviser shall place all orders for the purchase and sale of
securities for the Segment with brokers or dealers selected by the
Sub-Adviser, which may include brokers or dealers affiliated with the
Sub-Adviser, provided such orders comply with Rule 17e-1 under the 1940 Act
in all respects. To the extent consistent with applicable law, purchase or
sell orders for the Segment may be aggregated with contemporaneous purchase
or sell orders of other clients of the Sub-Adviser. The Sub-Adviser shall use
its best efforts to obtain execution of transactions for the Segment at
prices which are advantageous to the Series and at commission rates that are
reasonable in relation to the benefits received. However, the Sub-Adviser may
select brokers or dealers on the basis that they provide brokerage, research
or other services or products to the Series and/or other accounts serviced by
the Sub-Adviser. To the extent consistent with applicable law, the
Sub-Adviser may pay a broker or dealer an amount of commission for effecting
a securities transaction in excess of the amount of commission or dealer
spread another broker or dealer would have charged for effecting that
transaction if the Sub-Adviser determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research products and/or services provided by such broker or dealer. This
determination, with respect to brokerage and research services or products,
may be viewed in terms of either that particular transaction or the overall
responsibilities which the Sub-Adviser and its affiliates have with respect
to the Series or to accounts over which they exercise investment discretion.
Not all such services or products need be used by the Sub-Adviser in managing
the Segment.
7. Compensation of the Sub-Adviser. As full compensation for all services
rendered, facilities furnished and expenses borne by the Sub-Adviser
hereunder, the Sub-Adviser shall be paid at the annual rate of 0.55% of the
first $50 million of the average daily net assets of the Segment, 0.50% of
the next $200 million of such assets and 0.475% of such assets in excess of
$250 million. Such compensation shall be paid by the Trust (except to the
extent that the Trust, the Sub-Adviser and the Manager otherwise agree in
writing from time to time). Such compensation shall be payable monthly in
arrears or at such other intervals, not less frequently than quarterly, as
the Manager is paid by the Series pursuant to the Advisory Agreement.
8. Non-Exclusivity. The Manager and the Series agree that the services of
the Sub-Adviser are not to be deemed exclusive and that the Sub-Adviser and
its affiliates are free to act as investment manager and provide other
services to various investment companies and other managed accounts, except
as the Sub-Adviser and the Manager or the Administrator may otherwise agree
from time to time in writing before or after the date hereof. This Agreement
shall not in any way limit or restrict the Sub-Adviser or any of its
directors, officers, employees or agents from buying, selling or trading any
securities or other investment instruments for its or their own account or
for the account of others for whom it or they may be acting, provided that
such activities do not adversely affect or otherwise impair the performance
by the Sub-Adviser of its duties and obligations under this Agreement. The
Manager and the Series recognize and agree that the Sub-Adviser may provide
advice to or take action with respect to other clients, which advice or
action, including the timing and nature of such action, may differ from or be
identical to advice given or action taken with respect to the Series. The
Sub-Adviser shall for all purposes hereof be deemed to be an independent
contractor and shall, unless otherwise provided or authorized, have no
authority to act for or represent the Series or the Manager in any way or
otherwise be deemed an agent of the Series or the Manager.
9. Liability. Except as may otherwise be provided by the 1940 Act or other
federal securities laws, neither the Sub-Adviser nor any of its officers,
directors, employees, managers or agents (the "Indemnified Parties") shall be
subject to any liability to the Manager, the Trust, the Series or any
shareholder of the Series for any error of judgment, any mistake of law or
any loss arising out of any investment or other act or omission in the course
of, connected with, or arising out of any service to be rendered under this
Agreement, except by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Sub-Adviser's duties or by reason of
reckless disregard by the Sub-Adviser of its obligations and duties
hereunder. The Manager shall hold harmless and indemnify the Sub-Adviser for
any loss, liability, cost, damage or expense (including reasonable attorneys
fees and costs) arising from any claim or demand by any past or present
shareholder of the Series that is not based upon the obligations of the
Sub-Adviser under this Agreement.
Without limiting the foregoing, it is expressly understood and agreed that
the Manager and the Series shall hold harmless and indemnify the Indemnified
Parties for any loss arising out of any act or omission of any other
sub-adviser to the Series, or for any loss arising out of the failure of the
Series to comply with the Policies, except for losses arising out of the
Sub-Adviser's failure to comply with the Policies with respect to the
Segment. The Manager acknowledges and agrees that the Sub-Adviser makes no
representation or warranty, expressed or implied, that any level of
performance or investment result will be achieved by the Series or the
Segment or that the Series or the Segment will perform comparably with any
standard or index, including other clients of the Sub-Adviser, whether public
or private.
10. Effective Date and Termination. This Agreement shall become effective
as of the date of its execution, and
a. unless otherwise terminated, this Agreement shall continue in effect for
two years from the date of execution, and from year to year thereafter so
long as such continuance is specifically approved at least annually (i) by
the Board of Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the Series, and (ii) by vote of a majority
of the Trustees of the Trust who are not interested persons of the Trust, the
Manager or the Sub-Adviser, cast in person at a meeting called for the
purpose of voting on such approval;
b. this Agreement may at any time be terminated on sixty days' written
notice to the Sub-Adviser either by vote of the Board of Trustees of the
Trust or by vote of a majority of the outstanding voting securities of the
Series;
c. this Agreement shall automatically terminate in the event of its
assignment or upon the termination of the Advisory Agreement; and
d. this Agreement may be terminated by the Sub-Adviser on ninety days'
written notice to the Manager and the Trust, or by the Manager on ninety
days' written notice to the Sub-Adviser.
Termination of this Agreement pursuant to this Section 10 shall be without
the payment of any penalty.
11. Amendment. This Agreement may be amended at any time by mutual consent
of the Manager and the Sub-Adviser, provided that, if required by law, such
amendment shall also have been approved by vote of a majority of the
outstanding voting securities of the Series and by vote of a majority of the
Trustees of the Trust who are not interested persons of the Trust, the
Manager or the Sub-Adviser, cast in person at a meeting called for the
purpose of voting on such approval.
12. Certain Definitions. For the purpose of this Agreement, the terms "vote
of a majority of the outstanding voting securities," "interested person,"
"affiliated person" and "assignment" shall have their respective meanings
defined in the 1940 Act, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under the 1940 Act.
13. General.
a. The Sub-Adviser may perform its services through any employee, officer
or agent of the Sub-Adviser, and the Manager shall not be entitled to the
advice, recommendation or judgment of any specific person; provided, however,
that the persons identified in the prospectus of the Series shall perform the
portfolio management duties described therein until the Sub-Adviser notifies
the Manager that one or more other employees, officers or agents of the
Sub-Adviser, identified in such notice, shall assume such duties as of a
specific date.
b. If any term or provision of this Agreement or the application thereof to
any person or circumstances is held to be invalid or unenforceable to any
extent, the remainder of this Agreement or the application of such provision
to other persons or circumstances shall not be affected thereby and shall be
enforced to the fullest extent permitted by law.
c. This Agreement shall be governed by and interpreted in accordance with
the laws of The Commonwealth of Massachusetts.
NEW ENGLAND FUNDS MANAGEMENT, L.P.
By NEF Corporation, its general partner
By: ______________________________
Name: John E. Pelletier
Title: Managing Director, Senior Vice President, General Counsel,
Secretary & Clerk
NEW ENGLAND FUNDS TRUST I,
On behalf of its New England Star Advisers Fund series
By: ______________________________
Name: Bruce R. Speca
Title: President
KOBRICK FUNDS LLC
By: ____________________________
Name: Frederick R. Kobrick
Title: President and Chief Executive Officer
<PAGE>
NOTICE
A copy of the Agreement and Declaration of Trust establishing New England
Funds Trust I (the "Fund") is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed with
respect to the Fund's New England Star Advisers Fund series (the "Series") on
behalf of the Fund by officers of the Fund as officers and not individually and
that the obligations of or arising out of this Agreement are not binding upon
any of the Trustees, officers or shareholders individually but are binding only
upon the assets and property belonging to the Series.
<PAGE>
YOUR VOTE IS NEEDED
Please vote on the reverse side of this form and sign in the space provided.
Return your completed proxy in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted. Please return them as soon as possible to avoid additional mailings.
NOTE: Please sign exactly as your name appears on this card. All joint owners
should sign. When signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign a full corporate name and indicate the signer's office.
If a partnership, please sign in the partnership name.
The undersigned hereby appoints Bruce R. Speca, Thomas P. Cunningham and John E.
Pelletier, and each of them, proxies, with full power of substitution to each,
and hereby authorizes them to represent and to vote, as designated on the
reverse side hereof, at the Special Meeting of Shareholders of New England Star
Advisers Fund (the "Fund") on October 29, 1999 at 2:00 p.m. Eastern Time, and at
any adjournment thereof, all of the shares of the Fund which the undersigned
would be entitled to vote of personally present.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
<PAGE>
NEW ENGLAND STAR ADVISERS FUND
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR the
prosposals listed below:
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
1. Proposal to approve new Sub-Advisory
Agreement relating to a segment of For Against Abstain
the Fund between New England Funds [ ] [ ] [ ]
Management, L.P. and Kobrick Funds LLC
Please be sure to sign and date this Proxy
Shareholder sign here:________________________________
Co-owner sign here:___________________________________
Date:_________________________________________________
