<PAGE>
Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:
.......................................................
[ ] 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:
.......................................................
<PAGE>
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 STELZER ROAD
COLUMBUS, OHIO 43219-3035
Dear Shareholder:
The enclosed proxy materials relate to a joint Special Meeting of the
shareholders (the "Meeting") of the Republic Funds and the Republic Advisor
Funds Trust (the "Companies") to be held on September 10, 1999 at 10:00 a.m.,
Eastern time, at 3435 Stelzer Road, Columbus, Ohio 43219-3035.
This Meeting is required because Republic National Bank of New York
("Republic"), which currently serves, directly or indirectly, as the manager or
investment adviser to the Companies and their respective series (each a "Fund"
and collectively the "Funds"), will undergo a change in control upon
consummation of the acquisition by HSBC Holdings plc of Republic's parent
holding company Republic New York Corporation ("RNYC") (the "Acquisition"). As a
result, subject to approval of the Acquisition by RNYC's shareholders and
effective upon the closing of the Acquisition, which is tentatively scheduled
for September 24, 1999, the current advisory agreements (the "Current
Agreements") with Republic will terminate automatically by their terms.
Termination of the Current Agreements will cause the automatic termination by
their terms of related sub-advisory agreements (the "Current Sub-Advisory
Agreements") that Republic has entered into with certain non-affiliated
investment advisers (the "Sub-Advisers").
The purpose of the Meeting is to obtain your approval of (i) new
investment advisory agreements with Republic that will take effect upon closing
of the Acquisition, on substantially the same terms as the Current Agreements
("New Advisory Agreements"), and (ii) new sub-advisory agreements between
Republic and the Sub-Advisers on substantially the same terms as the Current
Sub-Advisory Agreements (the "New Sub-Advisory Agreements")(collectively with
the New Advisory Agreements, the "New Contracts"), so that Republic and the same
Sub-Advisers will continue in their existing relationship with the Funds
following the Acquisition. If for any reason the shareholders meeting for any
Fund is adjourned or otherwise delayed beyond the closing of the Acquisition,
your approval of the New Contracts will also constitute approval of their
implementation for an interim period beginning from the date Acquisition is
completed, through the date when the Fund has obtained the necessary shareholder
approval of the New Contracts ("Interim Period") subject to the Companies
receiving approval of the Securities and Exchange Commission ("SEC") of the
implementation for the Interim Period. In such event, the Companies would pay
the same advisory fees under the terms of the New Contracts as under the Current
Sub-Advisory Agreements and the Current Agreements, but the fees would be held
in an escrow account pending receipt of the necessary shareholder approvals of
the New Contracts. Any payment to the Adviser and Sub-Advisers during the
Interim Period would also need to be approved by the SEC.
The Board of Trustees of each of the Companies has unanimously approved,
and now asks that you vote FOR the proposal. Please take the time to review the
enclosed proxy materials and vote your shares today by signing and returning the
enclosed proxy card in the postage prepaid
<PAGE>
envelope provided. PLEASE MAKE THE EFFORT TO COMPLETE, SIGN, DATE AND MAIL THE
ENCLOSED PROXY CARD PROMPTLY, IN ORDER TO AVOID THE EXPENSE OF ADDITIONAL
MAILINGS AND PROXY SOLICITATIONS.
An outside firm that specializes in proxy solicitation has been retained
to assist us with any necessary follow-up. If we have not received your vote as
the meeting date approaches, you may receive a telephone call from D.F. King to
ask for your vote. We hope that their telephone call does not inconvenience you.
Thank you in advance for your prompt attention to this matter and for
your continued investment in the Funds.
Sincerely,
Walter B. Grimm
President and Secretary
August 11, 1999
<PAGE>
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 STELZER ROAD
COLUMBUS, OHIO 43219-3035
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 10, 1999
NOTICE IS HEREBY GIVEN that a joint Special Meeting of the shareholders
(the "Meeting") of the above-listed investment companies (the "Companies") will
be held at 10:00 a.m., Eastern time, on September 10, 1999 at 3435 Stelzer Road,
Columbus, Ohio 43219-3035 for the following purposes:
1. To approve (i) new investment advisory agreements with Republic
National Bank of New York ("Republic") following the acquisition
by HSBC Holdings plc of Republic's parent holding company,
Republic New York Corporation (the "Acquisition"); and (ii) new
sub-advisory agreements between certain non-affiliated investment
advisers and Republic. To the extent the shareholders meeting for
any series of the Companies is adjourned or otherwise delayed
beyond the closing of the Acquisition, your approval of the new
advisory agreements and sub-advisory agreements will also
constitute approval of the implementation of such agreements
during the period from the closing of the Acquisition through the
date when the necessary shareholder approvals of the new advisory
and sub-advisory agreements have been obtained, subject in such
event to receiving approval of the Securities and Exchange
Commission ("SEC) of the implementation during such interim
period; and
2. To transact such other business as may properly come before the
Meeting and any adjournment thereof.
This is a combined Notice and Proxy Statement for all of the series of
the Companies (each a "Fund" and collectively the "Funds"). The shareholders of
each Fund will vote only on those matters being considered by their Fund. If you
own shares of more than one of the Funds, you will receive a separate proxy for
each Fund. Please complete, sign and return ALL proxies.
Shareholders of record as of the close of business on July 30, 1999 are
the only persons entitled to notice of, and to vote at, the Meeting or any
adjournment thereof. You are cordially invited to attend the Meeting. All
shareholders are requested to complete, sign and return each enclosed proxy card
promptly. THE BOARD OF TRUSTEES OF EACH OF THE COMPANIES UNANIMOUSLY RECOMMENDS
THAT YOU CAST YOUR VOTE "FOR" THE PROPOSAL.
<PAGE>
PLEASE RESPOND -- YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, PLEASE COMPLETE, SIGN, AND MAIL EACH PROXY IN THE ENVELOPE
PROVIDED.
By Order of the Boards of Trustees
Walter B. Grimm
President and Secretary
Columbus, Ohio
August 11, 1999
<PAGE>
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 STELZER ROAD
COLUMBUS, OHIO 43219-3035
PROXY STATEMENT
JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 10, 1999
This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Boards of Trustees of the above-listed investment
companies (individually a "Company" and collectively the "Companies"), for use
at a joint Special Meeting of Shareholders (the "Meeting") of the Companies to
be held at 10:00 a.m., Eastern time, on September 10, 1999 at 3435 Stelzer Road,
Columbus, Ohio 43219-3035, and at any adjournment thereof, for the purposes set
forth in the accompanying Notice of Meeting ("Notice"). The date of the first
mailing of this proxy statement was on or about August 11, 1999.
Each Company is composed of one or more separate series or portfolios,
each of which is referred to herein as a "Fund." Each Company is a registered
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and is organized as a Massachusetts business trust.
The current series of Republic Funds are Republic U.S. Government Money Market
Fund, Republic Money Market Fund, Republic New York Tax-Free Money Market Fund,
Republic New York Tax-Free Bond Fund; Republic Equity Fund, Republic Bond Fund,
Republic Overseas Equity Fund and Republic Opportunity Fund. The current series
of Republic Advisor Funds Trust ("RAFT") are Republic Fixed Income Fund;
Republic International Equity Fund and Republic Small Cap Equity Fund.
Certain of the Funds (the "Feeder Funds") seek to achieve their
investment objective by investing in a series of Republic Portfolios (each a
"Portfolio" and collectively the "Portfolios"), which also is a registered,
management investment company under the 1940 Act. The Feeder Funds are Republic
Bond Fund and Republic Fixed Income Fund, both of which invest in the Republic
Fixed Income Portfolio; Republic Overseas Equity Fund and Republic International
Equity Fund, both of which invest in the Republic International Equity
Portfolio; and Republic Opportunity Fund and Republic Small Cap Equity Fund,
both of which invest in the Republic Small Cap Equity Portfolio. Under the rules
applicable to master-feeder fund relationships, whenever a Feeder Fund is
requested to vote on a matter pertaining to a Portfolio, the Feeder Fund shall
hold a meeting of its shareholders to consider the matter. Accordingly, the
shareholders of each Feeder Fund are also being asked to vote on the proposal
insofar as it relates to the Portfolio in which the Feeder Fund invests.
Copies of each Fund's most recent annual and semi-annual reports,
including financial statements, previously have been sent to shareholders.
Copies of the reports are available without charge upon request to the Companies
by calling (___) ___-____ or by writing to the above address.
<PAGE>
Shareholders of record at the close of business on July 30, 1999 (the
"Record Date") are entitled to notice of, and to vote at, the Meeting. Approval
of the Proposal requires a vote of 67% or more of the voting securities present
at the Meeting, if the holders of more than 50% of the outstanding voting
securities of a Fund are present or represented by proxy at the Meeting; or the
vote of more than 50% of the outstanding voting securities of the Fund,
whichever is less ("Majority Shareholder Vote").
Each Feeder Fund will cast ALL of its votes at the meeting of investors
in the Portfolio in the same proportion as the votes of the Feeder Fund's
shareholders even if all Feeder Fund shareholders did not vote. Each Portfolio,
however, has more than one Feeder Fund investor and accordingly, it is possible
that the shareholders of a single Feeder Fund may vote differently from the
other investors in the Portfolio, resulting in a final Portfolio vote on the
proposal for a position opposite from the vote of an individual Feeder Fund. In
such event, the Trustees of the Feeder Fund may determine to withdraw a Feeder
Fund's investment in its corresponding Portfolio, although the Trustees
currently anticipate that they will continue to invest in the corresponding
Portfolio. In addition, each Portfolio has other feeder funds also managed by
Republic that are not registered in the United States (the "Offshore Funds")
that have invested in the Portfolios. Republic intends to vote the interests of
the Offshore Funds in the same proportion as the votes cast by the Feeder Funds
on the Proposal.
Exhibit A hereto sets forth for each Fund as of the close of business on
the Record Date, the number of shares outstanding and those persons that, to the
knowledge of the Companies, owned 5% or more of the outstanding shares.
PROPOSAL 1
APPROVAL OF NEW INVESTMENT ADVISORY CONTRACTS, NEW SUB-
ADVISORY CONTRACTS AND IMPLEMENTATION OF NEW CONTRACTS
PENDING RECEIPT OF SHAREHOLDER APPROVAL
Approval of Proposal One includes approval of the matters discussed
below.
SUMMARY OF ACQUISITION TRANSACTION
Pursuant to a Transaction Agreement and Plan of Merger dated May 10,
1999 among HSBC Holdings plc ("HSBC"), Republic New York Corporation ("RNYC")
and Safra Republic Holdings S.A., subject to approval by RNYC's common
stockholders, RNYC Merger Corporation, a wholly owned subsidiary of HSBC, will
merge with and into RNYC, the parent company of Republic National Bank of New
York ("Republic"), with RNYC as the surviving corporation (the "Acquisition").
In the Acquisition each issued and outstanding share of RNYC common stock will
be converted into the right to receive $72.000 per share in cash. Subsequent to
the Acquisition, HSBC USA Inc., an indirect subsidiary of HSBC, will merge with
and into RNYC (the "Holding Company Merger"), with RNYC, the surviving
corporation, to be renamed "HSBC USA Inc." As a combined result of the
Acquisition and the Holding Company Merger, Republic will be a wholly owned
subsidiary of HSBC USA Inc. and an indirect wholly owned
2
<PAGE>
subsidiary of HSBC. Following the Acquisition and the Holding Company Merger,
Republic will convert from a national banking association to a New York State
chartered trust company with the name "Republic Bank of New York" and HSBC Bank
USA, a wholly owned subsidiary of HSBC USA Inc., will merge with and into the
converted Republic, with Republic, the surviving bank, to be renamed HSBC Bank
USA.
ABOUT THE ADVISORY CONTRACTS
Shareholders of the Funds are being asked to approve new investment
advisory agreements (the "New Advisory Agreements") with Republic which will
take effect upon completion of the Acquisition. Approval of the New Advisory
Agreements is required because the current investment advisory agreements (the
"Current Agreements") with Republic will terminate automatically upon completion
of the Acquisition. Although subsequent to the Acquisition, Republic will
convert to a New York State chartered bank and HSBC Bank USA will merge with and
into Republic under the name "HSBC Bank USA", neither the conversion nor the
merger will result in a further change in control of Republic and thus the New
Advisory Agreements will continue without need for further shareholder approval.
Republic will continue to manage the Fund under the New Advisory Agreements in
the same manner as it currently does. The terms of the New Advisory Agreements
will be substantially the same as the terms of the Current Agreements.
The Current Agreements were last approved by the Companies' Boards of
Trustees, including a majority of the Trustees who were not parties to the
Current Agreements or interested persons of such parties, at a meeting held on
May 3, 1999. The Current Agreements with respect to the U.S. Government Money
Market Fund and New York Tax-Free Money Market Fund were last approved by
shareholders on October 6, 1994. The Current Agreement with respect to the
Republic Money Market Fund was approved by its initial shareholder on November
__, 1998. The Current Agreement with respect to the Republic New York Tax-Free
Bond Fund was last approved by shareholders on May 15, 1998. The Current
Agreements with respect to the Republic Equity Fund, the Republic Fixed Income
Portfolio, the Republic International Equity Portfolio and the Republic Small
Cap Equity Portfolio were last approved by shareholders on March 12, 1998.
For its services under the Current Agreements, Republic is entitled to
receive compensation from (i) the Republic U.S. Government Money Market Fund at
an annual rate equal to .20% of average daily net assets; (ii) the Republic New
York Tax-Free Money Market Fund at an annual rate equal to .15% of average daily
net assets; (iii) the Republic Money Market Fund at an annual rate equal to .20%
of average daily net assets; (iv) the Republic New York Tax-Free Bond Fund at an
annual rate equal to .25% of average daily net assets; (v) the Republic Equity
Fund at an annual rate equal to .175% of average daily net assets; (vi) the
Republic Fixed Income Portfolio at an annual rate equal to .20% of average daily
net assets; (vii) the Republic International Equity Portfolio at an annual rate
equal to .25% of average daily net assets; and (viii) the Republic Small Cap
Equity Portfolio at an annual rate equal to .25% of average daily net assets.
For the fiscal year ended October 31, 1998, the advisory fees payable to
Republic (i) by the Republic U.S. Government Money Market Fund aggregated
$_________, $________ of which was waived by Republic; (ii) by the Republic New
York Tax-Free Money Market Fund aggregated
3
<PAGE>
$_________, $________ of which was waived by Republic; (iii) by the Republic
Money Market Fund aggregated $0 because the Fund did not commence operations
until November 9, 1998; (iv) by the Republic New York Tax-Free Bond Fund
aggregated $_________, $________ of which was waived by Republic; (v) by the
Republic Equity Fund aggregated $_________, $________ of which was waived by
Republic; (vi) by the Republic Fixed Income Portfolio aggregated $_________,
$________ of which was waived by Republic; (vii) by the Republic International
Equity Portfolio aggregated $_________, $________ of which was waived by
Republic; and (viii) by the Republic Small Cap Equity Portfolio aggregated
$_________, $________ of which was waived by Republic.
A form of each of the proposed New Advisory Agreements is included as
part of Exhibit B to these proxy materials. The following summary of terms is
qualified in its entirety by reference to, and made subject to, the complete
text of Exhibit B.
Certain information about Republic, HSBC Bank USA and the Sub-Advisers
is set forth in Exhibit D.
THE TERMS OF THE NEW ADVISORY AGREEMENTS
Under the Current and New Advisory Agreements, subject to the general
supervision and control of the Boards of Trustees, Republic, which from and
after the conversion and bank merger will be named HSBC Bank USA (hereinafter
"Republic/HSBC Bank USA"), is required to:
(a) provide investment guidance and policy direction in connection
with the management of each Fund/Portfolio, including oral and
written research, analysis, advice, statistical and economic
data and information and judgments of both a macroeconomic and
microeconomic character;
(b) determine the securities to be purchased or sold by each
Fund/Portfolio and place orders pursuant to its
determinations;
(c) determine what portion of each Fund/Portfolio's portfolio
shall be invested in securities described by the policies of
such Fund/Portfolio and what portion, if any, should be
invested otherwise or held uninvested;
(d) provide administrative assistance to the officers of the
Funds/Portfolios in connection with the operation of the
Funds/Portfolios;
(e) make investments for the account of each Fund/Portfolio in
accordance with its best judgment and within all applicable
investment objectives, restrictions, laws and regulations;
(f) furnish periodic reports on the investment performance of each
Fund/Portfolio and on the performance of its obligations under
the New Advisory Agreements to the Board; and
4
<PAGE>
(g) provide all services, equipment and facilities necessary to
perform its obligations under the New Advisory Agreements.
Under the Current and New Advisory Agreements for all the Funds except
the money market funds, Republic may appoint and employ one or more sub-advisers
to provide all or any portion of the services contemplated under the New
Advisory Agreements, subject to the supervision and oversight of Republic,
without shareholder approval, subject only to receipt of exemptive relief which
has been requested from the SEC.
The Current and New Advisory Agreements provide that Republic and
Republic/HSBC Bank USA, respectively, shall not be liable under the Agreements
for any mistake in judgment or in any other event whatsoever, provided that
nothing in the Agreements shall be deemed to protect Republic and Republic/HSBC
Bank USA, respectively, against any liability to the Fund/Portfolio or its
investors to which Republic and Republic/HSBC Bank USA, respectively, would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties under the Agreements, or by reason
of its reckless disregard of its obligations and duties thereunder.
The New Advisory Agreements will remain in effect for an initial term of
two years and will continue in effect thereafter from year to year with respect
to each of the Funds/Portfolios, provided this continuance is approved annually
(i) by the holders of a majority of the outstanding voting securities of the
respective Fund/Portfolio or by the Board of Trustees of the Fund/Portfolio and
(ii) by a majority of the trustees who are not parties to the New Advisory
Agreements or "interested persons" (as defined in the 1940 Act) of any such
party, at a meeting called for the purpose of voting on the New Advisory
Agreements. The New Advisory Agreements may be terminated without penalty by
either party on 60 days' written notice and will terminate automatically if
assigned.
The contractual rates under the Current Agreements and the amount of
fees paid to Republic and the Sub-Advisers for the fiscal year ended October 31,
1998 are as follows:
ABOUT THE NEW SUB-ADVISORY AGREEMENTS
As investment manager, Republic has entered into sub-advisory contracts
(the "Current Sub-Advisory Agreements") with non-affiliated investment firms
(the "Sub-Advisers") with respect to each of the Portfolios and the Equity Fund
(collectively the "Sub-Advised Funds"). The Sub-Advisers are Alliance Capital
Management, L.P. ("Alliance") and Brinson Partners, Inc. ("Brinson"), with
respect to the Republic Equity Fund; Miller Anderson & Sherrerd ("MAS"), with
respect to the Republic Fixed Income Portfolio; Capital Guardian Trust Company
("CGTC"), with respect to the Republic International Equity Portfolio; and MFS
Institutional Advisors, Inc. ("MFSI"), with respect to the Republic Small Cap
Portfolio. Each Current Sub-Advisory Agreement terminates by its own terms upon
the termination of the Current Agreements. Shareholders of the Funds are being
asked to approve new sub-advisory contracts (the "New Sub-Advisory Agreements")
with the Sub-Advisers so that the same Sub-Advisers that currently manage the
Sub-Advised Funds will continue to do so after the Acquisition. The
5
<PAGE>
terms of the New Sub-Advisory Agreements will be substantially the same as the
terms of the Current Sub-Advisory Agreements.
The Current Sub-Advisory Agreements were last approved by the Companies'
Boards of Trustees, including a majority of the Trustees who were not parties to
the Current Sub-Advisory Agreements or interested persons of such parties, at a
meeting held on May 3, 1999, and were last approved by shareholders on March 12,
1998.
For services under their respective Current Sub-Advisory Contracts, (i)
Alliance is entitled to receive compensation from the Republic Equity Fund at an
annual rate equal to .325% of net assets up to $50 million, .25% of net assets
over $50 million up to $100 million, .20% of net assets over $100 million up to
$200 million, and .15% of net assets over $200 million; (ii) Brinson is entitled
to receive compensation from the Republic Equity Fund at an annual rate equal to
.325% of net assets up to $50 million, .25% of net assets over $50 million up to
$100 million, .20% of net assets over $100 million up to $200 million, and .15%
of net assets over $200 million; (iii) MAS is entitled to receive compensation
from the Republic Fixed Income Portfolio at an annual rate equal to .375% of net
assets up to $50 million, .25% of net assets over $50 million up to $95 million,
$300,000 on net assets over $95 million up to $150 million, .20% of net assets
over $150 million up to $250 million, and .15% of net assets over $250 million;
(iv) CGTC is entitled to receive compensation from the Republic International
Equity Portfolio at an annual rate equal to .70% of net assets up to $25
million, .55% of net assets over $25 million up to $50 million, .425% of net
assets over $50 million up to $250 million, and .375% of net assets over $250
million; and (v) MFSI is entitled to receive compensation from the Republic
Small Cap Equity Portfolio at an annual rate equal to .75% of net assets up to
$50 million, and .60% of net assets over $50 million.
For the fiscal year ended October 31, 1998, the advisory fees paid to
the Sub-Advisers aggregated (i) $_________ to Alliance from the Republic Equity
Fund; (ii) $_________ to Brinson from the Republic Equity Fund; (iii) $_________
to MAS from the Republic Fixed Income Portfolio; (iv) $_________ to CGTC from
the Republic International Equity Portfolio; and (v) $_________ to MFSI from the
Republic Small Cap Equity Portfolio.
A form of each of the proposed New Sub-Advisory Agreements is included
as part of Exhibit C to these proxy materials. The following summary of terms is
qualified in its entirety by reference to, and made subject to, the complete
text of Exhibit C.
Certain information about Republic, HSBC Bank USA and the Sub-Advisers
is set forth in Exhibit D.
SUMMARY OF TERMS OF THE NEW SUB-ADVISORY AGREEMENTS
Under the Current and New Sub-Advisory Agreements, the Sub-Adviser will
provide a continuous investment program for the relevant Fund/Portfolio,
including deciding what securities will be purchased and sold by the
Fund/Portfolio, when the purchases and sales are to be made, arranging for
purchases and sales, and providing investment management and research services,
all in accordance with the provisions of the 1940 Act, the governing documents
of the
6
<PAGE>
Fund/Portfolio, the investment objectives, fundamental policies and restrictions
of the Fund/Portfolio, any policies and determinations of the Board, and
applicable provisions of the Internal Revenue Code.
As compensation for services to the Fund/Portfolio under the New
Sub-Advisory Agreements, the Sub-Advisers will be entitled to receive from the
Fund/Portfolio fees calculated at the same rate as those charged under the
Current Sub-Advisory Agreements detailed below. The New Sub-Advisory Agreements
will continue in effect for two years from their effective date, and will
continue in effect thereafter for successive annual periods, provided
continuance is specifically approved at least annually by (1) a majority vote,
cast in person at a meeting called for that purpose, of the appropriate Board or
(2) a vote of the holders of a majority (as defined in the 1940 Act and the
rules thereunder) of the outstanding voting securities of the Fund/Portfolio,
and (3) in either event by a majority of the non-interested Trustees of the
Board. The New Sub-Advisory Agreements may be terminated at any time, without
penalty, by either party upon 30 days' written notice and will terminate
automatically upon assignment and termination of the Advisory Agreements.
The Current and New Sub-Advisory Agreements provide that the Sub-Adviser
shall not be liable for any error of judgment, mistake of law or any loss
suffered by the Fund/Portfolio or its shareholders in connection with matters to
which the agreements relate, except a loss resulting from willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under the agreement.
ABOUT THE IMPLEMENTATION OF THE NEW ADVISORY AND SUB-ADVISORY AGREEMENTS PENDING
SHAREHOLDER APPROVAL
If the Companies are unable to obtain the necessary shareholder approval
for the New Advisory and Sub-Advisory Agreements before consummation of the
acquisition transaction discussed in further detail below, the Current
Agreements and Current Sub-Advisory Agreements will terminate automatically on
the effective date of the Acquisition (the "Acquisition Effective Date").
Although the Acquisition Effective Date is after the Meeting, if the Companies
are forced to adjourn the Meeting because a quorum is not available or for any
other reason, the Current Agreements and Current Sub-Advisory Agreements could
terminate before a shareholders' meeting can be rescheduled. In order to
continue to provide investment advisory services to the Companies in such event,
the Companies are seeking approval from the shareholders to implement the New
Advisory and Sub-Advisory Agreements during an interim period pending receipt of
shareholder approval.
To be able to implement the New Advisory and Sub-Advisory Agreements
during the interim period pending shareholder approval, the Companies would have
to obtain permission from the Securities and Exchange Commission (the "SEC") by
filing an exemptive application for relief from certain provisions of the 1940
Act. With the SEC's approval, the Adviser and Sub-Advisers could be paid
retroactively the advisory fees they earn during the Interim Period. Before the
SEC approval is obtained, the Advisers and Sub-Advisers may be paid the cost of
providing investment advisory services to the Companies but not the full
advisory fee. After the
7
<PAGE>
SEC approval, the advisory fees would be set aside in an escrow account until
the New Advisory and Sub-Advisory Agreements are approved by the shareholders.
INFORMATION ABOUT REPUBLIC AFTER THE ACQUISITION
Republic, whose principal business address is 452 Fifth Avenue, New
York, New York 10018, serves as investment manager to each Portfolio pursuant to
the Current Agreements. Republic also serves as investment adviser to the U.S.
Government Money Market Fund, the New York Tax-Free Money Market Fund and the
New York Tax-Free Bond Fund and as investment manager to the Equity Fund.
Republic is currently a wholly owned subsidiary of Republic New York
Corporation, a registered bank holding company. The principal business address
of Republic New York Corporation is 452 Fifth Avenue, New York, New York 10018.
As of December 31, 1998, Republic was the 17th largest commercial banking
organization in the United States measured by deposits.
Republic and its affiliates may have deposit, loan and other commercial
banking relationships with the issuers of obligations purchased for the
Portfolios, including outstanding loans to such issuers which may be repaid in
whole or in part with the proceeds of obligations so purchased.
As mentioned in the "Summary of Acquisition Transaction" above,
subsequent to the closing of the Acquisition, HSBC Bank USA will merge with and
into Republic. The surviving bank, to be renamed HSBC Bank USA, will be an
indirect wholly owned subsidiary of HSBC, a British based holding company which
is one of the largest banking and financial services organizations in the world
with operations in Europe, Asia-Pacific, North America and Latin America. HSBC
has dual primary listings on the London and Hong Kong stock exchanges and since
July 16, 1999 its American Depository Receipts (ADRs) have been listed on the
New York Stock Exchange. It has a network of more than 5,000 offices in 79
countries and territories providing a comprehensive range of financial services
to personal, corporate, institutional and private banking clients. At December
31, 1998, HSBC had total assets of $483.1 billion, total deposits of $343.3
billion and total shareholders' equity of $27.4 billion.
In succeeding to the business of Republic, Republic/HSBC Bank USA and
its affiliates may have deposits, loan and other commercial banking
relationships with issuers of obligations purchased by the Funds, including
outstanding loans to such issuers which may be repaid in whole or in part with
the proceeds of obligations so purchased. At December 31, 1998, HSBC Bank USA
had total assets of $33.8 billion, total deposits of $27.3 billion and total
shareholder's equity of $2.4 billion.
Republic's current directors and principal executive officers are set
forth in Exhibit D. The address of each as it relates to his or her duties at
Republic is the same as that of Republic. At this time the identity of the
directors and principal executive officers of Republic/HSBC Bank USA has not yet
been determined, but will be selected from the current directors and executive
officers of Republic and HSBC Bank USA. Accordingly, Exhibit D sets forth
certain information about the principal executive officers and directors of both
Republic and HSBC Bank USA.
8
<PAGE>
EVALUATION BY THE BOARDS OF TRUSTEES
In determining to approve the New Advisory Agreements and the New
Sub-Advisory Agreements and to recommend approval to shareholders, the Board of
Trustees of each of the Companies, including the Trustees who are not interested
persons of Republic currently or of Republic/HSBC Bank USA, considered various
matters and materials provided by Republic. Information considered by the
Trustees included, among other things, the following:
(a) Republic's representation that the Funds will continue to be
managed under the New Advisory Agreements and New Sub-Advisory
Agreements by the same parties and in the same manner as under
the Current Agreements and Current Sub-Advisory Agreements;
(b) the compensation to be paid to Republic/HSBC Bank USA and the
Sub-Advisers under the New Advisory Agreements and New
Sub-Advisory Agreements is the same as the compensation paid
to Republic and the Sub-Advisers under the Current Agreements
and Current Sub-Advisory Agreements;
(c) the fairness of such compensation;
(d) the nature and quality of the services to be rendered;
(e) the results achieved for the Funds;
(f) the personnel, operations and financial condition, and
investment management capabilities, methodologies, and
performance of Republic and HSBC Bank (USA) and the
Sub-Advisers; and
(g) the terms and provisions of the New Advisory Agreements and
New Sub-Advisory Agreements and Current Agreements and Current
Sub-Advisory Agreements.
Based on their reviews, the Boards have determined that, by approving
the New Advisory Agreements and New Sub-Advisory Agreements, the Funds can best
be assured that services from Republic (Republic/HSBC Bank USA following the
conversion and bank merger) and the Sub-Advisers will be provided without
interruption following the Acquisition. The Boards believe that retaining
Republic (Republic/HSBC Bank USA following the conversion and bank merger) and
the Sub-Advisers to continue to serve as investment manager or adviser or
sub-adviser of the Funds following the Acquisition is in the best interests of
the Funds and their shareholders. Accordingly, after consideration of the above
factors, and such other factors and information it considered relevant, the
Board of Trustees of each of the Companies unanimously approved the New Advisory
Agreements and New Sub-Advisory Agreements and voted to recommend their approval
by the Funds' shareholders.
REQUIRED VOTE
9
<PAGE>
Approval of Proposal 1 with respect to a Fund requires an affirmative
Majority Shareholder Vote of that Fund.
OTHER VOTING INFORMATION
Each shareholder is entitled to one vote for each full share and an
appropriate fraction of a vote for each fractional share held. Shares
represented by timely and properly executed proxies will be voted as specified.
Executed proxies that are unmarked will be voted in favor of the proposals set
forth in the attached Notice. A proxy may be revoked at any time prior to its
exercise by written notice, by execution of a subsequent proxy, or by voting in
person by attending the Meeting. However, attendance at the Meeting alone will
not serve to revoke the proxy.
Shares held by shareholders present in person or represented by proxy at
the Meeting will be counted both for the purpose of determining the presence of
a quorum and for calculating the votes cast on the issues before the Meeting.
Abstentions and broker "non-votes" (that is, 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 counted for quorum purposes. However, abstentions and non-votes will have the
same effect as a negative vote on those proposals requiring a Majority
Shareholder Vote.
In the event that a quorum is present at the Meeting, but sufficient
votes to approve a proposal are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of a majority
of those shares represented at the Meeting in person or by proxy. Unless
otherwise instructed, the persons named as proxies will vote proxies in favor of
such an adjournment. A shareholder vote may be taken on any or all of the
proposals in this proxy statement prior to any such adjournment if sufficient
votes have been received for approval.
THE TRUSTEES' RECOMMENDATION
EACH OF THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT BOARD MEMBERS,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL.
*****
PROPOSAL 2
OTHER MATTERS
The Trustees know of no business to be brought before the Meeting other
than as set forth above. If, however, any other matters properly come before the
Meeting, it is the intention of the persons named in the enclosed form of proxy
to vote on such matters in accordance with their best judgment.
10
<PAGE>
OTHER SERVICE PROVIDERS
BISYS Fund Services ("BISYS"), 3435 Stelzer Road, Columbus, Ohio
43219-3035, serves as administrator to the Funds pursuant to Administration
Agreements dated ________, 1998. BISYS is also distributor for shares of the
Funds.
EXPENSES OF THE MEETING
None of the costs of the Meeting, including the solicitation of proxies,
will be paid by the Funds or Shareholders. Shareholders will not pay the
expenses incurred in obtaining SEC approval to implement the New Contracts prior
to their having received shareholder approval. The principal solicitation of the
proxies will be by mail, but proxies also may be solicited by telephone or
personal interview by officers or agents of each Company, or by proxy
solicitation firms retained by the Companies.
PROPOSALS FOR FUTURE SHAREHOLDER MEETINGS
The Companies do not intend to hold Shareholder Meetings each year, but
meetings may be called by the Trustees from time to time. Proposals of
shareholders that are intended to be presented at a future shareholder meeting
must be received by a Company within a reasonable time prior to the Company's
solicitation of proxies relating to such meeting.
ANNUAL AND SEMI-ANNUAL REPORTS
The Companies will furnish without charge a copy of a fund's annual
report and most recent semi-annual report upon request. Shareholders should
contact [ ] to receive annual or most recent semi-annual reports.
YOU ARE URGED TO COMPLETE, DATE, SIGN, AND RETURN THE ENCLOSED PROXY PROMPTLY.
By Order of the Trustees
Walter B. Grimm
President and Secretary
August 11, 1999
11
<PAGE>
EXHIBIT A
SHAREHOLDINGS
Set for below for each Fund are the names, addresses and number and
percentage of shares owned by those persons identified on the Fund's records as
owning more than 5% of the outstanding shares of any class of the Fund's shares.
REPUBLIC FUNDS
<TABLE>
<CAPTION>
Name of Fund Name and Address of Record Owner Class Shares Owned Percent of
- ------------ -------------------------------- ----- ------------ ---------------
Outstanding
---------------
Shares of Class
---------------
<S> <C> <C> <C> <C>
U.S. Government
Money Market Fund
New York Tax-Free
Money Market Fund
New York Tax-Free
Bond Fund
Bond Fund
Equity Fund
Overseas Equity Fund
Opportunity Fund
</TABLE>
REPUBLIC ADVISOR FUNDS TRUST
<TABLE>
<CAPTION>
Name of Fund Name and Address of Record Owner Shares Owned Percent of
- ------------ -------------------------------- ------------ --------------
Outstanding
-----------
Shares of Class
---------------
<S> <C> <C> <C>
Fixed Income Fund
International
Equity Fund
Small Cap Equity
Fund
</TABLE>
<PAGE>
EXHIBIT B
NEW ADVISORY CONTRACTS
<PAGE>
EXHIBIT C
NEW SUB-ADVISORY CONTRACTS
<PAGE>
EXHIBIT D
SUMMARY INFORMATION ON REPUBLIC, HSBC BANK USA AND THE SUB-ADVISERS
Republic National Bank of New York
Republic, whose principal business address is 452 Fifth Avenue, New
York, New York 10018, serves as investment manager to each Portfolio pursuant to
the Current Management Agreements. Republic also serves as investment adviser to
the U.S. Government Money Market Fund, the Money Market Fund, the New York
Tax-Free Money Market Fund and the New York Tax-Free Bond Fund and as investment
manager to the Equity Fund. Republic is a wholly owned subsidiary of Republic
New York Corporation, a registered bank holding company. The principal business
address of Republic New York Corporation is 452 Fifth Avenue, New York, New York
10018. As of December 31, 1998, Republic was the 17th largest commercial bank in
the United States measured by deposits.
Republic and its affiliates may have deposit, loan and other commercial
banking relationships with the issuers of obligations purchased for the
Portfolios, including outstanding loans to such issuers which may be repaid in
whole or in part with the proceeds of obligations so purchased.
Republic's directors and principal executive officers are set forth
below. The address of each as it relates to his or her duties at Republic, is
the same as that of Republic.
<TABLE>
<CAPTION>
Name Principal Occupation
- --------------------------------------------------------------------------------
<S> <C>
Dov C. Schlein Director and Chairman of the Board and Chief Executive Officer
Elias Saal President and Chairman of the Executive Committee
Cyril S. Dwek Director and Vice Chairman of the Board
Nathan Hasson Director and Vice Chairman of the Board and Treasurer
Vito S. Portera Director and Vice Chairman of the Board
Stephen J. Saali Director and Vice Chairman of the Board
Rodney G. Ward Director and Vice Chairman of the Board
George T. Wendler Director and Vice Chairman of the Board
Paul L. Lee Director and Executive Vice President
Stan Martin Executive Vice President and Chief Financial Officer
Richard C. Spikerman Director and Executive Vice President
John Tamberlane Director and President, Consumer Bank Division
Ernest Ginsberg Director
Peter Kimmelman Director
Leonard Lieberman Director
Peter J. Mansbach Director
William C. McMillen, Jr. Director
Martin Mertz Director
<PAGE>
<S> <C>
Charles G. Meyer Director
James L. Morice Director
Janet L. Norwood Director
<CAPTION>
Name Principal Occupation
- --------------------------------------------------------------------------------
<S> <C>
William P. Rogers Director
Walter H. Weiner Director
</TABLE>
HSBC Bank USA
HSBC Bank USA is indirectly owned by HSBC Holdings plc, which has
consolidated group assets totaling $483 billion and is the largest banking
organization headquartered in the United Kingdom. At December 31, 1998, HSBC
Bank USA had total assets of $33.776 billion, total deposits of $27.291 billion
and total shareholder's equity of $2.374 billion.
The directors and principal executive officers of HSBC Bank USA are set
forth below:
<TABLE>
<CAPTION>
Name Principal Occupation
- --------------------------------------------------------------------------------
<S> <C>
Saul H. Alfiero Director
John R. H. Bond Director
I. Malcolm Burnett Director, President and Chief Executive Officer
James H. Cleave Director
Frances D. Fergusson Director
Douglas H. Flint Director
Ulric Haynes, Jr. Director
Richard A. Jalkut Director
Bernard J. Kennedy Director
Youssef A. Nasr Director
Jonathan Newcomb Director
Henry J. Nowak Director
Robert B. Engel Chief Banking Officer
Robert M. Butcher Executive Vice President and Chief Financial Officer
Vincent J. Mancuso Executive Vice President (and Auditor)
Paul E. Martin Executive Vice President and Chief Credit Officer
Gerald A. Ronning Executive Vice President and Controller
Philip S. Toohey Legal Advisor and Secretary
A.
</TABLE>
<PAGE>
Miller Anderson & Sherrerd, LLP
Miller Anderson & Sherrerd, LLP ("MAS") is the Sub-Adviser to the
Republic Fixed Income Portfolio. MAS has been in the investment advisory
business since 1969, and as of June 30, 1999, had in excess of $63.1 billion in
assets under management. MAS is a Pennsylvania limited liability partnership
with principal offices at One Tower Bridge, West Conshohocken, Pennsylvania
19428.
MAS is wholly owned by indirect subsidiaries of Morgan Stanley Dean
Witter & Co., and is a division of Morgan Stanley Dean Witter Investment
Management. MAS provides investment advisory services to employee benefit plans,
endowment funds, foundations and other institutional investors.
MAS' principal executive officers are set forth below. The address of
each as it relates to his or her duties at MAS, is the same as that of MAS.
<TABLE>
<CAPTION>
II. Name Principal Occupation
- --------------------------------------------------------------------------------
<S> <C>
Thomas L. Bennett Executive Committee Member
Robert J. Marcin Executive Committee Member
Gary G. Schlarbaum Executive Committee Member
Marna C. Whittington Executive Committee Member
Richard B. Worley Executive Committee Member
</TABLE>
Alliance Capital Management L.P.
Alliance Capital Management L.P. ("Alliance") is one of the two
Sub-Advisers to the Equity Fund. Alliance, a Delaware limited partnership with
principal offices at 1345 Avenue of the Americas, New York 10105, is a leading
international investment manager supervising client accounts with assets as of
June 30, 1999 totalling approximately $321 billion. Alliance's clients are
primarily major corporate employee benefit funds, public employee retirement
systems, investment companies, foundations and endowment funds.
Alliance Capital Management Corporation ("ACMC") is the general partner
of Alliance and conducts no other active business. Units representing
assignments of beneficial ownership of limited partnership interests of Alliance
("Units") are publicly traded on the New York Stock Exchange. As of June 30,
1999, The Equitable Life Assurance Society of the United States ("Equitable"),
ACMC, Inc. and Equitable Capital Management Corporation ("ECMC") were the
beneficial owners of approximately 56.6% of the outstanding Units of Alliance.
ACMC, ECMC, and ACMC, Inc. are wholly owned subsidiaries of Equitable, a New
York life insurance company. Equitable is a wholly owned subsidiary of The
Equitable Companies Incorporated, a Delaware corporation ("ECI"), whose shares
are publicly traded on the New York Stock Exchange. As of March 1, 1999, AXA, a
French company, owned approximately 58.4% of the issued and outstanding shares
of the common stock of ECI.
<PAGE>
Alliance's principal executive officers are set forth below. The
address of each as it relates to his or her duties at Alliance, is the same as
that of Alliance.
<TABLE>
<CAPTION>
Name Principal Occupation
- --------------------------------------------------------------------------------
<S> <C>
Dave H. Williams Chairman of the Board
Bruce W. Calvert Vice Chairman and Chief Executive Officer
John D. Carifa President and Chief Operating Officer
Name Principal Occupation
- --------------------------------------------------------------------------------
Alfred Harrison Vice Chairman
David R. Brewer, Jr. Senior Vice President and General Counsel
Robert H. Joseph, Jr. Senior Vice President and Chief Financial
Officer
</TABLE>
Brinson Partners, Inc.
Brinson Partners, Inc. is one of the two Sub-Advisers to the Equity
Fund. Brinson Partners, Inc., a Delaware corporation, is a part of UBS Brinson
("Brinson"), which is the institutional asset management division of UBS AG.
Brinson is an investment management firm managing, as of June 30, 1999,
approximately $280 billion of assets for corporations, public funds, endowments,
foundations, central banks and other investors located throughout the world.
Brinson and its predecessor entities have managed domestic and international
investment assets since 1974 and global investment assets since 1982. Brinson
has offices in fifteen locations worldwide, with its headquarters in Chicago.
UBS AG is headquartered in Zurich, Switzerland, and is an internationally
diversified organization with operations in many aspects of the financial
services industry. UBS AG was formed by the merger of Union Bank of Switzerland
and Swiss Bank Corporation in June 1998.
Principal executives of Brinson Partners Inc. are set forth below. The
address of each as it relates to his or her duties at Brinson is the same as
that of Brinson, which is as follows:
209 South LaSalle Street
Chicago, IL 60504-1295
<TABLE>
<CAPTION>
Name Principal Occupation
- --------------------------------------------------------------------------------
<S> <C>
Gary P. Brinson Chairman and Chief Investment Officer
Peter Wuffli Chief Executive Officer (effective Sept. 1, 1999)
Samuel W. Anderson Managing Director
Richard C. Carr Managing Director
Norman D. Cumming Managing Director
<PAGE>
<S> <C>
Jeffrey J. Diermeier Managing Director
Henry Doorn Jr. Managing Director
J. Gary Fencik Managing Director
M. Dale Fritz Managing Director
Roger M. Gray Managing Director
A. Bart Holaday Managing Director
Denis S. Karnosky Managing Director
Benjamin F. Lenhardt Jr. Managing Director
E. Thomas McFarlan Managing Director
Ulrich Niederer Managing Director
Nicholas C. Rassas Managing Director
</TABLE>
Capital Guardian Trust Company
Capital Guardian Trust Company ("CGTC") is the Sub-Adviser to the
International Equity Portfolio. CGTC, which was founded in 1968, is a wholly
owned subsidiary of Capital Group International, Inc. which in turn is owned by
The Capital Group Companies, Inc. CGTC is located at 333 South Hope Street, Los
Angeles, California 90071. As of June 30, 1999, CGTC managed in excess of $95
billion of assets primarily for large institutional clients.
Seventeen principal executive officers are set forth below. The address
of each as it relates to his or her duties at CGTC, is the same as that of CGTC.
<TABLE>
<CAPTION>
Name Principal Occupation
- --------------------------------------------------------------------------------
<S> <C>
David I. Fisher Chairman
Robert Ronus President
John H. Seiter Executive Vice President / Director, Client
Relations & Marketing
Eugene P. Stein Executive Vice President / Director
Michael D. Beckman Senior Vice President / Treasurer / Director
Roberta A. Conroy Senior Vice President / Counsel / Director
William H. Hurt Senior Vice President / Director
Nancy J. Kyle Senior Vice President / Director
John R. McIlwraith Senior Vice President / Director
Theodore R. Samuels Senior Vice President / Director
Andrew Barth Director
Larry Clemmensen Director
Karin Larson Director
D. James Martin Director
James Mulally Senior Vice President / Director
Jason Pilalas Director
<PAGE>
<S> <C>
Shaw Wagener Director
</TABLE>
MFS Institutional Advisors, Inc.
MFS Institutional Advisors, Inc. ("MFSI") is the Sub-Adviser to the
Small Cap Equity Portfolio. MFSI, together with its parent company,
Massachusetts Financial Services Company ("MFS"), is America's oldest mutual
fund organization. MFS and its predecessor organizations have a history of money
management dating from 1924 and the founding of the first mutual fund in the
U.S., Massachusetts Investors Trust. Net assets under the management of the MFS
organization were approximately $114.3 billion on behalf of approximately 4.5
million investor accounts as of June 30, 1999. As of such date, the MFS
organization managed approximately $85.4 billion of assets invested in equity
securities, approximately $24.2 billion of assets invested in fixed income
securities, and $4.7 billion of assets invested in securities of foreign issuers
and non-U.S. dollar securities. MFS is a wholly owned subsidiary of Sun Life
Assurance Company of Canada (U.S.), which in turn is a wholly owned subsidiary
of Sun Life Assurance Company of Canada ("Sun Life"). Sun Life, a mutual life
insurance company, is one of the largest international life insurance companies
and has been operating in the U.S. since 1895, establishing a headquarters
office in the U.S. in 1973. The executive officers of MFS report to the Chairman
of Sun Life.
MFSI's principal executive officers are set forth below. The address of
each as it relates to his or her duties at MFSI is the same as that of MFSI.
<TABLE>
<CAPTION>
Name Principal Occupation
- --------------------------------------------------------------------------------
<S> <C>
Jeffrey L. Shames Chairman
Arnold D. Scott Director
Joseph J. Trainor Director and President
Thomas J. Cashman, Jr. Director
Leslie J. Nanberg Director, Senior Vice President and Managing Director
Kevin R. Parke Executive Vice President and Managing Director
Fletcher B. Coleman Senior Vice President, Managing Director of Insurance Services Group
George F. Bennett, Jr. Senior Vice President and Managing Director
Brianne Grady Senior Vice President and Managing Director
Robert T. Burns Secretary
Joseph W. Dello Russo Treasurer
Thomas B. Hastings Assistant Treasurer
</TABLE>
<PAGE>
APPENDIX 1
REPUBLIC FUNDS
REPUBLIC ADVISOR FUNDS TRUST
3435 Stelzer Road
Columbus, Ohio 43219-3035
PROXY CARD FOR [NAME OF FUND]
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of each of the
above-listed Companies (the "Companies") for use at a joint Special Meeting of
their Shareholders (the "Meeting") to be held on September 10, 1999 at 10:00
a.m., Eastern time, at the address above.
The undersigned, revoking previous proxies, hereby appoints
____________ and _____________, and either or both of them, with full power of
substitution, as proxies of the undersigned to vote at the above-stated Meeting,
and at all adjournments thereof, all interests in the Fund that are held of
record by the undersigned on the record date of the Meeting, upon the following
matters and upon any other matter which may come before the Meeting, in their
discretion:
1. To approve new investment advisory contracts with Republic National
Bank of New York ("Republic") and related new sub-advisory contracts
(collectively, the "New Contracts"), following termination of the
current advisory and sub-advisory contracts as a result of the
acquisition by HSBC Holdings plc of Republic's parent Republic New York
Corporation (the "Acquisition"). If for any reason the shareholders
meeting for any Fund is adjourned or otherwise delayed beyond the
closing of the Acquisition, which is tentatively scheduled for
September 24, 1999, your approval of the New Contracts will also
constitute approval of their implementation for an interim period
beginning from the date Acquisition is completed, through the date when
the Fund has obtained the necessary shareholder approval of the New
Contracts, subject to the Companies receiving approval of the
Securities and Exchange Commission of such implementation for the
interim period.
[ ] For [ ] Against [ ] Abstain
2. To transact such other business as may properly come before the Meeting
and any adjournment thereof.
Every properly signed proxy will be voted in the manner specified therein and,
in the absence of specification, will be treated as GRANTING authority to vote
FOR Proposal 1 above.
PLEASE SIGN, DATE AND RETURN PROMPTLY
Receipt of Notice of Special Meeting
of Shareholders and Proxy Statement
is hereby acknowledged.
<PAGE>
---------------------------------------------------
Sign here exactly as name(s) appears on account.
---------------------------------------------------
Dated: _____________________, 1999
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your FULL
title.
