<PAGE> 1
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- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/ / / Filed by a Party other than the
Registrant
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement / / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
ARMADA FUNDS
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NOT APPLICABLE
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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<PAGE> 2
[LOGO]
Dear Enhanced Income Fund Shareholder:
I am writing to you to ask for your vote on an important issue pertaining
to your investment in the Armada Enhanced Income Fund. On May 30, 1996, the
Armada Board of Trustees accepted the recommendation from National Asset
Management Corporation ("NAM"), adviser to the Armada Enhanced Income Fund, to
change the investment objective of the Fund. The proposed change must also be
approved by shareholders. NAM believes this change in objective would make the
Enhanced Income Fund a more attractive investment in the limited-duration fixed
income market.
The proposed change to the investment objective would permit NAM to
lengthen the Fund's average maturity to 1 1/2 to 4 years to seek to provide
higher total returns over full market cycles of three to five years. The Fund
currently maintains an average portfolio maturity of two years or less. With
higher returns, investors could expect an increase in the volatility of those
returns. However, NAM believes that this increase would be outweighed by the
benefits of a longer average portfolio maturity.
The enclosed packet contains specific information regarding the proposal to
change the fund objective. Please take a few minutes to read the proposal and
cast your vote on the enclosed proxy ballot. Please mark, sign and date the
proxy card and return it in the enclosed postage paid envelope.
If you have questions about the proposal, please call 1-800-622-FUND
(3863). Your prompt response is very important. Without sufficient response from
shareholders, we must re-solicit shareholders at an added cost. Thank you again
for taking the time to consider and act upon this matter pertaining to your
investment.
Sincerely,
STEPHEN G. MULLINS
<PAGE> 3
ARMADA FUNDS
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
August 21, 1996
To the Shareholders of the Enhanced Income Fund (the "Fund") of Armada
Funds:
A Special Meeting of Shareholders of the Fund will be held on September 24,
1996, at 10:00 a.m. (local time), at the offices of National Asset Management
Corporation, 37th Floor Board Room, 101 South Fifth Street, Louisville, Kentucky
40202, for the following purposes:
(1) To approve the change of the investment objective of the Enhanced
Income Fund; and
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The proposal referred to above is discussed in the Proxy Statement attached
to this Notice. Each shareholder is invited to attend the Special Meeting of
Shareholders in person. Shareholders of record at the close of business on
August 6, 1996, have the right to vote at the meeting. IF YOU CANNOT BE PRESENT
AT THE SPECIAL MEETING, WE URGE YOU TO FILL IN, SIGN, DATE AND PROMPTLY RETURN
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU SIGN,
DATE AND RETURN YOUR PROXY CARD BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES
WILL BE VOTED "FOR" THE PROPOSAL NOTICED ABOVE. IN ORDER TO AVOID THE ADDITIONAL
EXPENSES TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN
COMPLETING AND RETURNING YOUR PROXY PROMPTLY.
YOUR TRUSTEES UNANIMOUSLY RECOMMEND YOU VOTE IN FAVOR OF PROPOSAL 1.
W. BRUCE MCCONNEL, III
Secretary
<PAGE> 4
ARMADA FUNDS
4400 COMPUTER DRIVE
WESTBOROUGH, MASSACHUSETTS 01581
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Armada Funds (the "Trust") for use at a
Special Meeting (the "Meeting") of shareholders of the Trust's Enhanced Income
Fund (the "Fund") to be held at the offices of National Asset Management
Corporation, 37th Floor Board Room, 101 South Fifth Street, Louisville, Kentucky
40202 on September 24, 1996 at 10:00 a.m. (local time). It is expected that the
solicitation of proxies will be primarily by mail. The Trust's officers and
service contractors may also solicit proxies by telephone, telegraph, facsimile,
or personal interview, and will tabulate proxies. National City Bank will bear
all proxy solicitation costs. Any shareholder giving a proxy may revoke it at
any time before it is exercised by submitting to the Trust a written notice of
revocation or a subsequently executed proxy or by attending the Meeting and
electing to vote in person. This Proxy Statement and the enclosed proxy are
expected to be distributed to shareholders on or about August 21, 1996.
Only shareholders of record at the close of business on August 6, 1996,
will be entitled to vote at the Meeting. On that date, there were 6,078,671,635
shares of beneficial interest ("Share" or "Shares"), in the Enhanced Income Fund
outstanding and entitled to be voted at the Meeting. Each Share or fraction
thereof is entitled to one vote or a fraction thereof.
If you do not expect to be present at the Meeting, please date and sign the
enclosed proxy and mail it in the enclosed reply envelope addressed to Armada
Funds, c/o National City, P.O. Box 5756, Cleveland, Ohio 44101-9957.
The Trust will furnish to shareholders upon request, without charge, copies
of its most recent Annual Report to Shareholders and its most recent Semi-Annual
Report succeeding the Annual Report. Requests for such reports should be
directed to the Trust at 4400 Computer Drive, Westborough, Massachusetts 01581
or by calling 1-800-622-FUND(3863). Such reports are not to be regarded as proxy
soliciting material.
<PAGE> 5
PROPOSAL
CHANGE OF INVESTMENT OBJECTIVE
At the Meeting, shareholders of the Fund will be asked to approve a change
in the Fund's investment objective. National Asset Management Corporation
("NAM"), the Fund's investment adviser, has advised the Fund's Board of Trustees
that NAM believes the change in objective would make the Fund a more attractive
investment in the limited duration fixed income market. The change would permit
the Fund to increase the average dollar-weighted maturity of its holdings to
1 1/2 to 4 years from the present average of two years or less. NAM believes
that this step will allow it to seek higher rates of return for the
shareholders. The value of the Fund's portfolio will generally vary inversely
with changes in prevailing interest rates, and the Fund may experience an
increase in the volatility of its returns with a longer average maturity.
Subject to shareholder approval, the Board of Trustees, at a regular meeting on
May 30, 1996, unanimously approved, and recommended that the shareholders of the
Fund be asked to approve the change.
The proposed new investment objective of the Fund is:
to seek a total rate of return greater than that of the Merrill
Lynch 1-3 Year Treasury Index.
If the foregoing objective is approved by shareholders, it is anticipated
that the investment policies employed by the Fund to seek this objective would
be revised to include the following:
The Fund will normally invest at least 80% of the value of its
total assets in investment grade debt securities of all types.
However, up to 20% of the value of its total assets may be
invested in preferred stocks and other investments. Under normal
market conditions, the Fund intends to maintain an average
dollar-weighted portfolio maturity for its debt securities of
from 1 1/2 to 4 years.
The two components of total rate of return are current income
and change in the value of portfolio securities. The Merrill
Lynch 1-3 Year Treasury Index is composed of Treasury Securities
that mature in one to three years. The average dollar-weighted
maturity of the Index is generally from 2 1/2 to 3 years. The
Index is unmanaged, and its total rate of return does not
reflect the expenses that a mutual fund normally incurs. The
Fund's objective refers to a return after deduction of Fund
expenses.
1
<PAGE> 6
The Fund's current investment objective is:
to provide current income that exceeds industry standard money
market returns by .5% to 1.5% per year over complete market
cycles.
To seek to achieve this objective, the Fund employs the following
investment policies:
The Fund invests in investment grade fixed and floating rate
debt securities, preferred stocks and cash equivalents. The Fund
normally invests one third of its total assets in fixed rate
debt securities with maturities of one to five years, one third
in floating rate debt securities and one third in cash
equivalents, although up to 20% of the value of its total assets
may be invested in preferred stocks and other investments. Under
normal market conditions, the Fund maintains an average
dollar-weighted portfolio maturity of two years or less.
Under both the Fund's existing investment policies and its policies as
intended to be revised, NAM, in making investment decisions, focuses on a number
of factors, including yield to maturity, maturity, quality, and the outlook for
specific issuers and market sectors.
The proposed objective includes the following three changes:
(1) The goal of total return would replace the goal of current income
in the objective. Total return includes both current income and price
appreciation or depreciation.
(2) The proposed objective would specify the index against which the
Fund will measure its performance as the Merrill Lynch 1-3 Year Treasury
Index, rather than stating that the Fund will measure its income against
"industry standard money market returns."
(3) The proposed objective would eliminate the statement of the
specified margin by which the Fund will seek to exceed money market returns
and would include, instead, a statement that the Fund seeks to achieve a
total rate of return "greater than" the named index.
The changed policy would eliminate the policy that the Fund normally
invests one third of its total assets in fixed rate debt securities with
maturities of one to five years, one third in floating rate debt securities and
one third in cash equivalents, and would replace it with a policy of normally
investing not less than 80% of the value of total assets in investment grade
debt securities of
2
<PAGE> 7
all types. Under both the existing and revised policy, the Fund may invest up to
20% of the value of its total assets in preferred stock and other investments.
The revised policy also includes a revised average dollar-weighted portfolio
maturity for its debt securities of from 1 1/2 to 4 years under normal market
conditions.
There is no assurance that the Fund will achieve its investment objective.
The Fund's investment policies are non-fundamental and may be changed
without a vote of shareholders.
THE TRUST'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF
THE FUND VOTE "FOR" APPROVAL OF THE CHANGE OF THE INVESTMENT
OBJECTIVE.
APPROVAL OF THE CHANGE OF THE INVESTMENT OBJECTIVE AT THE MEETING
Under the Trust's Declaration of Trust, proposal (1) must be approved by
the holders of a majority of the outstanding Shares of the Fund. If a proxy is
properly executed and returned accompanied by instructions to withhold
authority, or is marked with an abstention, the shares represented thereby will
be considered to be present at the Meeting for purposes of determining the
existence of a quorum for the transaction of business. Broker "non-votes" (i.e.,
proxies from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote Shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be disregarded for all purposes.
In the event that a quorum of the outstanding Shares of the Fund is not
represented at the Meeting or at any adjournment thereof, or, even though a
quorum is so represented, in the event that sufficient votes to approve proposal
(1) are not received, the persons named as proxies may propose and vote for one
or more adjournments of the Meeting to be held within a reasonable time after
the date originally set for the Meeting, and further solicitation of proxies may
be made without the necessity of further notice. The persons named as proxies
will vote in favor of any such adjournment those proxies which instruct them to
vote in favor of the proposal to be considered at the Meeting, and will vote
against any such adjournment those proxies which instruct them to vote against
or to abstain from voting on the proposal to be considered at the Meeting. Any
such adjournment must be approved by a majority of the Shares voting on the
matter. A shareholder vote may be taken prior to any such adjournment if
sufficient votes have been received for approval.
3
<PAGE> 8
If approved at the Meeting, it is expected that the change in objective
will become effective on or about September 28, 1996. If the proposal is not
approved by shareholders, the current investment objective of the Fund will
remain unchanged.
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
As of July 15, 1996, the Trust's trustees and officers, as a group,
beneficially owned less than 1 percent of the shares of each Fund of the Trust.
Also as of July 15, 1996, the following persons owned of record 5 percent
or more of the shares of any fund of the Trust:
<TABLE>
<CAPTION>
% OF TOTAL
NUMBER OF SHARES
SHARES OUTSTANDING
------------- -----------
<S> <C> <C>
MONEY MARKET FUND (INSTITUTIONAL)
National City Bank 988,967,264.76 66.94%
Operations Center
Third Floor North Annex
4100 West 150th Street
Cleveland, OH 44135-1304
GOVERNMENT FUND (INSTITUTIONAL)
National City Bank 616,554,602.05 85.08%
Operations Center
Third Floor North Annex
4100 West 150th Street
Cleveland, OH 44135-1304
TAX EXEMPT FUND (INSTITUTIONAL)
National City Bank 263,079,575.66 91.39%
Operations Center
Third Floor North Annex
4100 West 150th Street
Cleveland, OH 44135-1304
TREASURY FUND (INSTITUTIONAL)
National City Bank 252,744,917.66 79.49%
Operations Center
Third Floor North Annex
4100 West 150th Street
Cleveland, OH 44135-1304
</TABLE>
4
<PAGE> 9
<TABLE>
<CAPTION>
% OF TOTAL
NUMBER OF SHARES
SHARES OUTSTANDING
------------- -----------
<S> <C> <C>
EQUITY FUND (INSTITUTIONAL)
National City Bank, PA TTEE 2,974,145.606 33.26%
FBO Sheldon & Co. -- Integra
Attn: Trust Mutual Funds
P.O. Box 94777
Cleveland, OH 44101-0756
Whitelaw & Co. 472,194.474 5.28%
Daily Valuation Acct.
Attn: Trust Mutual Funds
P.O. Box 94777
Cleveland, OH 44101-0756
BancOhio National Bk TTEE 460,980.863 5.16%
Columbus Foundation of Interest
Attn: Trust Mutual Funds
P.O. Box 94777
Cleveland, OH 44101-0756
ENHANCED INCOME FUND (INSTITUTIONAL)
Sheldon & Co. 5,308,947.176 82.32%
Attn: Trust Mutual Funds
P.O. Box 94777
Cleveland, OH 44101
Key Trust Company 564,633.683 8.75%
FBO SLHA Endowment
#32468524
P.O. Box 94870
Cleveland, OH 44104
EQUITY INCOME FUND (INSTITUTIONAL)
National City Bank 2,151,229.210 35.62%
National City Non Contributory
Retirement Trust
Attn: Trust Mutual Funds
P.O. Box 94777
Cleveland, OH 44101
National City Bank, PA TTEE
FBO Sheldon & Co. -- Integra 1,018,297.534 16.86%
Attn: Trust Mutual Funds
P.O. Box 94777
Cleveland, OH 44101
Whitelaw & Co. 385,181.861 6.38%
Daily Valuation Account
P.O. Box 94777
Attn: Trust Mutual Funds
Cleveland, OH 44101
</TABLE>
5
<PAGE> 10
<TABLE>
<CAPTION>
% OF TOTAL
NUMBER OF SHARES
SHARES OUTSTANDING
------------- -----------
<S> <C> <C>
FIXED INCOME FUND (INSTITUTIONAL)
National City Bank, PA TTEE 2,497,570.457 21.27%
FBO Sheldon & Co. -- Integra
Attn: Trust Mutual Funds
P.O. Box 94777
Cleveland, OH 44101
Kencourt & Co. 955,027.288 8.13%
Attn: Mutual Funds, Third Floor
P.O. Box 94777
Cleveland, OH 44101-4777
MID CAP REGIONAL FUND (INSTITUTIONAL)
Sheldon & Co. 7,737,619.839 91.71%
Attn: Trust Mutual Funds
P.O. Box 94777
Cleveland, OH 44101
National City Bank, Whitelaw & Co. TTEE 650,204.170 7.71%
Daily Valuation Account
P.O. Box 94777
Attn: Trust Mutual Funds
Cleveland, OH 44101
TOTAL RETURN ADVANTAGE FUND (INSTITUTIONAL)
Sheldon & Co. 28,343,039.205 98.69%
c/o National City Bank
Attn: Trust Mutual Funds
P.O. Box 94777
Cleveland, OH 44101
OHIO TAX EXEMPT FUND (INSTITUTIONAL)
Sheldon and Co. (Cash) 7,256,484.525 96.16%
National City Bank
Trust Mutual Funds-5312
P.O. Box 5756
Cleveland, OH 44101
GOVERNMENT FUND (RETAIL)
Ivy Tech State College 7,713,812.730 5.31%
P.O. Box 1763
Indianapolis, IN 46206
TAX EXEMPT FUND (RETAIL)
Funder Properties, L.L.C. 3,725,948.190 5.54%
c/o David Henderman
304 Whittington Parkway, Suite 107
Louisville, KY 40222
</TABLE>
6
<PAGE> 11
<TABLE>
<CAPTION>
% OF TOTAL
NUMBER OF SHARES
SHARES OUTSTANDING
------------- -----------
<S> <C> <C>
TREASURY FUND (RETAIL)
Doctors Hospital Development Foundation 461,285.990 9.89%
1100 Dennison Avenue
Columbus, OH 43201
Doraty Chevrolet, Inc. 329,034.730 7.06%
c/o National City, Loc. #2067
P.O. Box 5756
Cleveland, OH 44101
Johnson's Heating and Supplies, Inc. 311,352.950 6.68%
P.O. Box 175
Norvelt, PA 15674
Pittsburgh Pediatric Research, Inc. 274,183.070 5.88%
253 Kenforest Drive
Pittsburgh, PA 15216
Moses Franc, Inc. 241,826.68 5.19%
4224 Shelbyville Road
Louisville, KY 40207
OHIO TAX EXEMPT FUND (RETAIL)
David & Pamela Beverly 273,863.642 52.46%
1128 Laguna Drive
Huron, OH 44839
TOTAL RETURN ADVANTAGE FUND (RETAIL)
Intrac 198,348.367 95.49%
Gary Ream
8440 Woodfield Crossing Blvd., South
Indianapolis, IN 46240
FIXED INCOME FUND (RETAIL)
The Somerset Group, Inc. 145,952.280 24.59%
Joseph M. Richter
135 North Pennsylvania Street, Suite 2800
Indianapolis, IN 46204
Intrac 95,804.092 16.14%
Gary Ream
8440 Woodfield Crossing Blvd., South
Indianapolis, IN 46240
Lawrence Botzman 53,661.373 9.04%
Guardian for Lawrence Cross
c/o Financial Architects
207 East Mount Vernon
Somerset, KY 42501
</TABLE>
7
<PAGE> 12
<TABLE>
<CAPTION>
% OF TOTAL
NUMBER OF SHARES
SHARES OUTSTANDING
------------- -----------
<S> <C> <C>
B-F Beverage Company, Inc. 48,383.240 8.15%
3150 Shelby Street
Indianapolis, IN 46227
ENHANCED INCOME FUND (RETAIL)
Intrac 129,240.741 66.29%
Gary Ream
8440 Woodfield Crossing Blvd., South
Indianapolis, IN 46240
B-F Beverage Company, Inc. 31,066.891 15.93%
3150 Shelby Street
Indianapolis, IN 46227
FNB Custodian 11,739.079 6.02%
IRA of Harvey M. Brunner, Jr.
700 Brick Mill Run #106
Westlake, OH 44145
MID CAP REGIONAL FUND (RETAIL)
Susan G. Ledford 19,608.992 5.50%
1241 Carron Drive
Columbus, OH 43220
EQUITY INCOME FUND (RETAIL)
Carroll C. Homas, TTEE 5,449.308 25.61%
Alan & Carroll C. Homans
Declaration of Trust, U/A 5/19/92
1190 Sugar Sand Blvd., #517
Riviera Beach, FL 33404
Lawanah Harris 2,010.146 9.45%
244 Natale Drive
Cortland, OH 44410
Melva D. Upshaw 1,548.741 7.28%
15100 Minerva Avenue
Dolton, IL 60419
John E. Hoeffel 1,168.196 5.49%
Carol L. Hoeffel
972 Glenwood
Napoleon, OH 43545
</TABLE>
All of these shares were beneficially owned by the record owners named
above because they possessed or shared investment or voting power with respect
to them while owning the Shares or while acting in a fiduciary, advisory,
custodial, or other similar capacity on behalf of their customers.
8
<PAGE> 13
For purposes of the Investment Company Act of 1940 (the "1940 Act"), any
person who owns directly or through one or more controlled companies more than
25 percent of the voting securities of a company is presumed to "control" such
company. Under this definition National City Corporation and its affiliates may
be deemed to be controlling persons of the Trust.
SHAREHOLDER MEETINGS
The Trust's Declaration of Trust does not require that an annual meeting of
shareholders be held each year. The Trust does not intend to hold annual
meetings of shareholders except as required by the 1940 Act or other applicable
law. The Trust's Code of Regulations provides that special meetings of
shareholders, including meetings to consider the removal of trustees, shall be
called at the written request of the shareholders entitled to vote at least 10%
of the outstanding shares of the Trust entitled to be voted at such meetings.
INVESTMENT ADVISER AND CUSTODIAN
NAM, an affiliate of National City Corporation, serves as the Fund's
investment adviser. NAM's principal offices are located at 101 South Fifth
Street, Louisville, Kentucky 40202. National City Bank, whose principal offices
are located at 1900 East Ninth Street, Cleveland, Ohio 44114, serves as
custodian of the Trust's assets.
DISTRIBUTOR AND TRANSFER AGENT
Shares are distributed on a continuous basis by the Trust's sponsor and
distributor, 440 Financial Distributors, Inc. ("440 Financial"), a wholly-owned
subsidiary of First Data Corp. 440 Financial's principal offices are located at
4400 Computer Drive, Westborough, Massachusetts 01581. First Data Corp. serves
as the Trust's transfer and dividend disbursing agent.
ADMINISTRATOR
PFPC Inc., located at 400 Bellevue Parkway, Wilmington, Delaware 19809,
serves as the Trust's administrator.
9
<PAGE> 14
OTHER MATTERS
No business other than the matter above is expected to come before the
Meeting, but should any other matter requiring a vote of shareholders arise,
including any questions as to an adjournment of the Meeting, the persons named
in the enclosed proxy will vote thereon according to their best judgment in the
interests of the Trust.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
DATED: AUGUST 21, 1996
10
<PAGE> 15
PROXY ARMADA FUNDS
ENHANCED INCOME FUND
(THE "FUND")
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (the
"Company") for use at a Special Meeting of Shareholders (the "Meeting")
to be held at National Asset Management Corporation, 37th Floor Board
Room, 101 South Fifth Street, Louisville, Kentucky 40202, on September
24, 1996 at 10:00 a.m. (local time).
The undersigned hereby appoints Stephen G. Mullins, W. Bruce
McConnel, III and William F. Chandler, and each of them, with full power
of substitution, as proxies of the undersigned to vote at the
above-stated Meeting, and at all adjournments or postponements thereof,
all shares of beneficial interest evidencing interests in the Fund that
are held of record by the undersigned on the record date for the Special
Meeting, upon the following matter and upon any other matter which may
come before the Meeting, in their discretion:
(1) Change of Investment Objective of the Fund
/ / FOR / / AGAINST / / ABSTAIN
(2) In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Meeting.
(Continued, and to be dated and signed, on the other side)
(Continued from the other side)
Every properly signed proxy will be voted in the manner specified
thereon and, in the absence of specification, will be treated as GRANTING
authority to vote FOR the change of the investment objective of the Fund.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Please sign exactly as name
appears hereon. When shares
are held by joint tenant,
both should sign. When
signing as attorneys or
executor, administrator,
trustee or guardian, please
give full title as such. If a
corporation, please sign in
full corporate name by
president or other authorized
officer. If a partnership,
please sign in partnership
name by authorized person.
Dated: _____________ __, 1996
-----------------------------
Signature
-----------------------------
Signature, if held jointly
