SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Professionally Managed Portfolios
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(Name of Registrant as Specified In Its Charter)
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(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.: 811-075037
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3) Filing Party: PROFESSIONALLY MANAGED PORTFOLIOS
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4) Date Filed: November 23, 1999
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PROFESSIONALLY MANAGED PORTFOLIOS
TRENT EQUITY FUND
3101 N. Elm Street, Suite 150
Greensboro, North Carolina 27408
Dear Shareholder:
You are cordially invited to attend a Special Meeting of shareholders of
Trent Equity Fund, a separate series of Professionally Managed Portfolios, on
Wednesday December 15, 1999, at 10:00 AM. The purpose of the meeting is to
consider the proposal to adopt a Distribution Plan (or "Rule 12b-1") Plan
whereby the Fund would pay a distribution fee of up to 0.25% of net assets
annually to be used for marketing and distribution of the Fund's shares.
We are certainly pleased with the overall performance of the Fund and
continue to find what we think are good values in the market. In fact, we
believe the recent performance of the Fund has substantially increased the
opportunities to grow the Fund's asset base through several different
distribution outlets, many of which would be facilitated by the adoption of a
distribution fee. For those of you unfamiliar with this concept, a distribution
or "rule 12b-1" fee allows the Fund to use a portion of its assets for marketing
purposes, including compensation of financial services firms such as Charles
Schwab and other mutual fund "supermarkets" when they promote and sell mutual
funds.
We think it is important to note that adoption and use of a distribution
fee will not increase the Fund's current expense ratio, as Trent Capital
Management continues to limit the Fund's expense ratio to 2.00% annually. While
we recognize that the plan does involve a potential additional expense and that
Trent Capital can be reimbursed by the Fund for expenses it pays on the Fund's
behalf, if the plan is successful and the Fund increases its asset base
significantly, we expect that the overall expense ratio of the Fund will be
reduced, as fixed operating expenses are spread over a larger asset base.
In summary, the proposal is intended to provide a mechanism to make the
fund more marketable and visible in an extremely competitive environment, and
grow the assets of the Fund to a level where we expect that overall operating
expenses will be reduced from current levels.
The proposed plan to be considered at the meeting is described in the
accompanying Notice and Proxy Statement. A proxy card on which to indicate your
vote and an envelope, postage prepaid, in which to return your proxy card(s) are
enclosed.
While we would like very much to have each of you attend the meeting and
vote your shares in person, we realize that this may not be possible for you.
However, whether or not you plan to attend the meeting, it is important that you
vote. We urge you to complete, sign, and return the enclosed proxies, so that
your shares will be represented. By promptly returning the proxy, you will help
the Fund avoid the expense of follow-up solicitations to ensure a quorum. If you
later decide to attend the meeting, you may revoke your proxy at that time and
vote your shares in person.
Thanks for your participation
Trent Capital Management
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PROFESSIONALLY MANAGED PORTFOLIOS
TRENT EQUITY FUND
3101 N. Elm Street, Suite 150
Greensboro, North Carolina 27408
Notice of Special Meeting
To the Shareholders of the Trent Equity Fund, a series of
Professionally Managed Portfolios:
Notice is hereby given that a Special Meeting (the "Meeting") of shareholders of
the Trent Equity Fund (the "Fund"), a separate series of the Professionally
Managed Portfolios (the "Trust") at 10:00 a.m., Eastern Time, at the offices of
Trent Capital Management, Inc., 3101 N. Elm Street, Suite 150, Greensboro, NC
27408. At the Meeting, you and the other shareholders of the Fund will be asked
to consider the following Proposals:
(1) The adoption of a Distribution Plan (the "Distribution Plan") pursuant to
Rule 12b-1 under the Investment Company Act of 1940; and
(2) Any other business that may properly come before the Meeting or any
adjournments thereof.
Shareholders of record at the close of business on November 10, 1999 are
entitled to notice of, and to vote at, the Meeting. Your attention is called to
the accompanying Proxy Statement. Regardless of whether you plan to attend the
Meeting, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY so that a
quorum will be present and a maximum number of shares may be voted. If you are
present at the Meeting, you may change your vote, if desired, at that time.
By order of the Board of Trustees of the Trust.
Robin Berger, Secretary
New York, New York
November 22, 1999
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TRENT EQUITY FUND
3101 N. ELM STREET, SUITE 150
GREENSBORO, NORTH CAROLINA 27408
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of the Trent Equity Fund
(the "Fund"), a separate series of Professionally Managed Portfolios (the
"Trust"), on behalf of the Trust's Board of Trustees in connection with the
solicitation of voting instructions for use at a Special Meeting of Shareholders
of the Fund (the "Meeting") to be held on December 15, 1999, at 10:00 a.m.,
Eastern Time, at the offices of Trent Capital Management, Inc., 3101 N. Elm
Street, Suite 150, Greensboro, North Carolina, 27408 for the purposes set forth
below and in the accompanying Notice of Special Meeting. The approximate mailing
date of this Proxy Statement is November 15, 1999. At the Meeting the
shareholders of the Fund will be asked to consider the following Proposals:
(1) The adoption of a Distribution Plan (the "Distribution Plan") pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (the "Investment
Company Act"); and
(2) Any other business that may properly come before the Meeting or any
adjournments thereof.
The Fund's investment adviser is Trent Capital Management, Inc. ("TCM"), 3101 N.
Elm Street, Suite 150, Greensboro, North Carolina, 27408. The Fund's
administrator is Investment Company Administration LLC, 2020 East Financial Way,
Glendora, California 91741. The Fund's principal underwriter is First Fund
Distributors, Inc., 4455 East Camelback, Suite 261E, Phoenix, Arizona 85018.
The Trust requests broker-dealer firms, custodians, nominees and fiduciaries to
forward these proxy materials to the beneficial owners of the shares of the Fund
held of record by such persons. Shareholders who execute proxies may revoke them
at any time before they are voted, either by writing to the Trust or by voting
in person at the Meeting. The costs associated with such solicitation and the
Meeting will be borne by TCM.
Shareholders of the Fund at the close of business on November 10, 1999 will be
entitled to be present and vote at the Meeting. As of that date, there were
346,724.101 shares of the Fund outstanding. The affirmative vote of the holders
of a majority of the outstanding shares of the Fund is required to approve the
Distribution Plan. "Majority" for this purpose under the Investment Company Act
means the lesser of (i) 67% of the shares represented at the meeting if more
than 50% of such outstanding shares are represented, or (ii) more than 50% of
such outstanding shares.
1
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Abstentions and broker non-votes will be counted as shares present for purposes
of determining whether a quorum is present but will not be counted for or
against any adjournment or the proposal to adopt the Plan. Accordingly,
abstentions and broker non- votes effectively will be a vote against adjournment
and against the Plan. Broker non-votes are shares held in street name for which
the broker indicates that instructions have not been received from the
beneficial owners or other persons entitled to vote and for which the broker
does not have discretionary voting authority.
As of November 10, 1999 the officers and Trustees of the Fund owned, as a group,
less than 1% of the shares of the Fund. As of November 10, 1999, the following
persons owned beneficially more than 5% of the outstanding shares of the Fund:
William F. McCormack, IRA
2528 Fox Squirrel Court
Apopka, FL 32712 -- 14.78%
Robert V. May, IRA
306 Holiday Road
Lexington, KY 40502 -- 6.22%
Melvin H. Wilson, IRA
2880 Bardstown Road
Lakeview Farm
Lawrenceburg, KY 40342 -- 5.11%
The persons named in the accompanying proxy will vote in each case as directed
in the proxy, but in the absence of such direction, they intend to vote FOR
Proposal 1 and may vote in their discretion with respect to other matters not
now known to the Board of Trustees that may be presented at the Meeting.
APPROVAL OF THE DISTRIBUTION PLAN
BACKGROUND INFORMATION
On November 1, 1999, the Trustees of the Trust, including a majority of those
Trustees who are not "interested persons" of the Trust (as defined in the
Investment Company Act) and who have no direct or indirect financial interest in
the operation of the Distribution Plan or any agreement related to the
Distribution Plan (the "Independent Trustees"), adopted the Distribution Plan.
In approving the Distribution Plan, the Trustees determined that the fees
payable under the Distribution Plan are likely to facilitate the sale of the
Fund's shares, resulting in higher levels of sales and lower levels of
redemptions than otherwise would be obtainable. This in turn should assist in
the goal of achieving net positive cash flow into the Fund and an increase in
Fund asset size. There can be no assurance, however, that the Fund will achieve
these goals.
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DESCRIPTION OF THE DISTRIBUTION PLAN
Under the Distribution Plan, the Fund will pay 0.25% on an annualized basis of
the Fund's average daily net assets as distribution and service fees to TCM for
performing the following kinds of distribution services that are primarily
intended to result in the sale of the Fund's shares, including, but not limited
to:
(a) making payments to agents for and consultants to TCM, any affiliate of
TCM or the Trust, including pension administration firms that provide
distribution and shareholder related services and broker-dealers that
engage in the distribution of the Fund's shares;
(b) making payments to persons who provide support services in connection
with the distribution of the Fund's shares and servicing of the Fund's
shareholders, including, but not limited to, personnel of TCM, office space
and equipment, telephone facilities, answering routine inquiries regarding
the Fund, processing shareholder transactions and providing any other
shareholder services not otherwise provided by the Trust's transfer agency
or other servicing arrangements;
(c) making payments pursuant to the Distribution Plan;
(d) formulating and implementing marketing and promotional activities,
including, but not limited to, direct mail promotions and television,
radio, newspaper, magazine and other mass media advertising;
(e) printing and distributing prospectuses, statements of additional
information and reports of the Fund to prospective shareholders of the
Fund;
(f) preparing, printing and distributing sales literature pertaining to the
Fund; and
(g) obtaining whatever information, analysis and reports with respect to
marketing and promotional activities that the Trust may, from time to time,
deem advisable. Such services and activities shall be deemed to be covered
by the Distribution Plan whether performed directly by TCM or by a third
party.
The Distribution Plan provides that the Board of Trustees will be provided on a
quarterly basis with a written report specifying in reasonable detail the
amounts expended for distribution and service related activities and the
purposes for which such expenditures were made. The Distribution Plan, if
approved, will remain in effect for one year from the date of such approval, and
thereafter from year to year so long as it is approved by a majority of the
Trust's Board of Trustees, including a majority of the Independent Trustees,
unless sooner terminated according to its terms. In accordance with the
requirements of Rule 12b-1 under the Investment Company Act, the selection and
nomination of those Trustees who are not interested persons of the Trust will be
committed to the discretion of the Independent Trustees. The form of the
Distribution Plan is attached as Exhibit A.
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ADVANTAGES OF THE DISTRIBUTION PLAN
The Distribution Plan is a "compensation" plan. This means that payments will be
made to TCM even if the actual expenses that are incurred for distribution or
service related activities are less than the payments. However, at any given
time, the aggregate amount of expenses incurred by TCM in connection with
payments for distribution and service related activities may exceed the total
payments made by the Fund pursuant to the Distribution Plan. The Fund will
accrue and carry forward amounts attributable to payments or expenses incurred
in prior years by TCM for distribution and service related activities in excess
of 0.25% of the Fund's average daily net assets. Any such amounts in excess of
this percentage limitation may be paid in future years.
TCM has contractually agreed to waive or reimburse the Fund's annual expenses
for an indefinate period. In view of this expense waiver, approval of the
Distribution Plan will not increase expenses incurred by the Fund during the
expense waiver period. TCM reserves the right to be reimbursed for any waiver of
its fees or expenses paid on behalf of the Fund if the Fund's expenses are less
than the limit agreed to by the Fund.
TRUSTEES' EVALUATION
In considering the adoption of the Distribution Plan, the Board of Trustees gave
equal consideration to the following: (i) the potential costs and benefits of
the Distribution Plan to shareholders; (ii) whether the Distribution Plan could
be expected to assist in the marketing of Fund shares and reduce the level of
share redemptions; (iii) the advantages to the Fund and its shareholders that
might result from growth in the Fund's assets, including economies of scale and
reduced expense ratios; and (iv) the competitive situation in the industry
involving the use of distribution plans by an increasing number of mutual funds,
making the Distribution Plan a normal measure to encourage additional sales and
discourage redemptions. The Trustees determined that the ability to compensate
broker-dealers, banks and others for distribution and service related activities
is likely to result in higher levels of sales and lower levels of redemptions of
Fund shares than would otherwise occur. This in turn should assist the Fund in
achieving net positive cash flows and an increase in its asset size.
The Trustees also recognized and considered that possible benefits maybe
realized by TCM as a result of the adoption of the Plan. If Fund assets grow
more rapidly as a result of the implementation of the Distribution Plan, the
investment advisory fees payable to TCM by the Fund (which fees are calculated
as a percentage of net assets) will also increase. Because the investment
advisory fee is calculated as a percentage of net assets, TCM will also benefit
if the Plan reduces its redemptions and/or stabilize assets.
Following their consideration, the Trustees, including the Independent Trustees,
concluded that the Distribution Plan is in the best interest of the Fund. The
Distribution Plan will not become effective unless approved by shareholders at
the Meeting.
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RECOMMENDATION
At the Meeting, Shareholders of the Fund will vote on the adoption of the
Distribution Plan.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE FOR PROPOSAL
1.
GENERAL INFORMATION
OTHER MATTERS TO COME BEFORE THE MEETING
The Fund's management does not know of any matters to be presented at the
Meeting other than those described in this Proxy Statement. If other business
should properly come before the Meeting, the proxy holders will vote thereon in
accordance with their best judgment.
SHAREHOLDER PROPOSALS
The Meeting is a special meeting of shareholders. The Fund is not required to,
nor does it intend to, hold regular annual meetings of its shareholders. If such
a meeting is called, any shareholder who wishes to submit a proposal for
consideration at the meeting should submit the proposal promptly to the Trust.
REPORTS TO SHAREHOLDERS
The Fund will furnish, without charge, a copy of its most recent Annual Report
to Shareholders of the Fund on request. Requests for such reports should be
directed to Trent Capital Management, Inc., 3101 N. Elm Street, Suite 150,
Greensboro, NC 27408,or to (336) 282-9302.
IN ORDER THAT THE PRESENCE OF A QUORUM AT THE MEETING MAY BE ASSURED, PROMPT
EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A SELF-ADDRESSED,
POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
Robin Berger, Secretary to the
Professionally Managed Portfolios
New York, New York
November 22, 1999
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EXHIBIT A
FORM OF DISTRIBUTION PLAN
PROFESSIONALLY MANAGED PORTFOLIOS
SHARE MARKETING PLAN
This Share Marketing Plan (the "Plan") is adopted in accordance with Rule
12b-1 (the "Rule") under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), by Professionally Managed Portfolios, a Massachusetts
business trust (the "Trust") with respect to the Trent Equity Fund (the "Fund").
The Plan has been approved by a majority of the Trust's Board of Trustees,
including a majority of the Trustees who are not interested persons of the Trust
and who have no direct or indirect financial interest in the operation of the
Plan (the "Independent Trustees"), cast in person at a meeting called for the
purpose of voting on the Plan. In reviewing the Plan, the Board of Trustees
considered the proposed range and nature of payments and terms of the Investment
Advisory Agreement between the Trust on behalf of the Fund and Trent Capital
Management, Inc., ("TCM") and the nature and amount of other payments, fees and
commissions that may be paid to TCM, its affiliates and other agents of the
Trust. The Board of Trustees, including the Independent Trustees, concluded that
the proposed overall compensation of TCM and its affiliates was fair and not
excessive.
In its considerations, the Board of Trustees also recognized that
uncertainty may exist from time to time with respect to whether payments to be
made by the Fund to TCM, as the "distribution coordinator," or other firms under
agreements with respect to the Fund may be deemed to constitute impermissible
distribution expenses. As a general rule, an investment company may not finance
any activity primarily intended to result in the sale of its shares, except
pursuant to the Rule. Accordingly, the Board of Trustees determined that the
Plan also should provide that payments by the Trust and expenditures made by
others out of monies received from the Trust which are later deemed to be for
the financing of any activity primarily intended to result in the sale of Fund
shares shall be deemed to have been made pursuant to the Plan.
The approval of the Board of Trustees included a determination that in the
exercise of the Trustees' reasonable business judgment and in light of their
fiduciary duties, there is a reasonable likelihood that the Plan will benefit
the Trust, the Fund to which the Plan applies and the shareholders.
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EXHIBIT A
The provisions of the Plan are:
1. ANNUAL FEE. The Fund will pay to TCM, as the distribution coordinator,
an annual fee for TCM's services in connection with the promotion and
distribution of the Fund's shares and related shareholder servicing. The
annual fee paid to TCM under the Plan will be calculated daily and paid
monthly by the Fund on the first day of each month based on the average
daily net assets of the shares of the Fund, as follows: an annual rate of
up to 0.25%. This fee is not tied exclusively to actual distribution and
service expenses, and the fee may exceed the expenses actually incurred.
2. SERVICES COVERED BY THE PLAN. The fee paid under Section 1 of the Plan
is intended to compensate TCM for performing the following kinds of
services that are primarily intended to result in the sale of the Fund's
shares, including, but not limited to: (a) making payments, including
incentive compensation, to agents for and consultants to TCM, any affiliate
of TCM or the Trust, including pension administration firms that provide
distribution and shareholder related services and broker-dealers that
engage in the distribution of the Fund's shares; (b) making payments to
persons who provide support services in connection with the distribution of
a Fund's shares and servicing of the Fund's shareholders, including, but
not limited to, personnel of TCM, office space and equipment, telephone
facilities, answering routine inquiries regarding the Fund, processing
shareholder transactions and providing any other shareholder services not
otherwise provided by the Trust's transfer agent or other servicing
arrangements; (c) making payments pursuant to the form of Distribution
Agreement attached hereto as an exhibit; (d) formulating and implementing
marketing and promotional activities, including, but not limited to, direct
mail promotions and television, radio, newspaper, magazine and other mass
media advertising; (e) printing and distributing prospectuses, statements
of additional information and reports of the Fund to prospective
shareholders of the Fund; (f) preparing, printing and distributing sales
literature pertaining to the Fund; and (g) obtaining whatever information,
analysis and reports with respect to marketing and promotional activities
whether performed directly by the Advisor or by a third party that the
Trust may, from time to time, deem advisable.
3. WRITTEN REPORTS. TCM shall furnish to the Board of Trustees of the
Trust, for its review, on a quarterly basis, a written report of the monies
paid to it under the Plan with respect to the Fund, and shall furnish the
Board of Trustees of the Trust with such other information as the Board of
Trustees may reasonably request in connection with the payments made under
the Plan in order to enable the Board of Trustees to make an informed
determination of whether the Plan should be continued as to a Fund.
4. TERMINATION. The Plan may be terminated as to a Fund at any time,
without penalty, by vote of a majority of the outstanding voting securities
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EXHIBIT A
of the Fund, and any Distribution Agreement under the Plan may be likewise
terminated on not more than sixty (60) days' written notice. Once
terminated, no further payments shall be made under the Plan
notwithstanding the existence of any unreimbursed current or carried
forward Distribution Expenses.
5. AMENDMENTS. The Plan and any Distribution Agreement may not be amended
to increase materially the amount to be spent for distribution and
servicing of a Fund's shares pursuant to Section 1 without approval by a
majority of the outstanding voting securities of the Fund. All material
amendments to the Plan and any Distribution Agreement entered into with
third parties shall be approved by the Independent Trustees cast in person
at a meeting called for the purpose of voting on any such amendment. TCM
may assign its responsibilities and liabilities under the Plan to another
party who agrees to act as "distribution coordinator" for the Trust with
the consent of a majority of the Independent Trustees.
6. SELECTION OF INDEPENDENT TRUSTEES. So long as the Plan is in effect, the
selection and nomination of the Trust's Independent Trustees shall be
committed to the discretion of the existing Independent Trustees.
7. EFFECTIVE DATE OF PLAN. The Plan shall take effect at such time as it
has received requisite Trustee approval and, unless sooner terminated,
shall continue in effect for a period of more than one year from the date
of its execution only so long as such continuance is specifically approved
at least annually by the Board of Trustees of the Trust, including the
Independent Trustees, cast in person at a meeting called for the purpose of
voting on such continuance.
8. PRESERVATION OF MATERIALS. The Trust will preserve copies of the Plan,
any Distribution Agreements relating to the Plan and any report made
pursuant to Section 5 above, for a period of not less than six years (the
first two years in an easily accessible place) from the date of the Plan,
agreement or report.
9. MEANINGS OF CERTAIN TERMS. As used in the Plan, the terms "interested
person" and "majority of the outstanding voting securities" will be deemed
to have the same meaning that those terms have under the Investment Company
Act and the rules and regulations under the Investment Company Act, subject
to any exemption that may be granted to the Trust under the Investment
Company Act by the Securities and Exchange Commission.
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EXHIBIT A
DISTRIBUTION AGREEMENT
EXHIBIT TO THE SHARE MARKETING PLAN
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Ladies and Gentlemen:
This Distribution Agreement has been adopted pursuant to Rule 12b-1 under
the Investment Company Act of 1940, as amended (the "Investment Company Act"),
by Professionally Managed Portfolios, a Massachusetts business trust (the
"Trust"), on behalf of various series of the Trust (the "Fund" or, collectively,
the "Funds"), as governed by the terms of the Share Marketing Plan (the "Plan")
adopted by the Fund's shareholders.
The Plan has been approved by a majority of the Trustees who are not
interested persons of the Trust or the Funds and who have no direct or indirect
financial interest in the operation of the Plan (the "Independent Trustees"),
cast in person at a meeting called for the purpose of voting on such Plan. Such
approval included a determination that in the exercise of the reasonable
business judgment of the Board of Trustees and in light of the Trustees'
fiduciary duties, there is a reasonable likelihood that the Plan will benefit
the Funds and shareholders.
1. To the extent you provide eligible shareholder services of the type
identified in the Plan to the Funds identified in the attached Schedule
(the "Schedule"), we shall pay you a monthly fee based on the average net
asset value of Fund shares during any month which are attributable to
customers of your firm, at the rate set forth on the Schedule.
2. In no event may the aggregate annual fee paid to you pursuant to the
Schedule exceed 0.25 percent of the value of the net assets of the Fund
held in your customers' accounts which are eligible for payment pursuant to
this Distribution Agreement (determined in the same manner as the Fund uses
to compute its net assets as set forth in its then effective Prospectus),
without approval by a majority of the outstanding shares of the Fund.
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EXHIBIT A
3. You shall furnish us and the Trust with such information as shall
reasonably be requested by the Trust's Board of Trustees with respect to
the services performed by you and the fees paid to you pursuant to the
Schedule.
4. We shall furnish to the Board of Trustees of the Trust, for its review,
on a quarterly basis, a written report of the amounts expended under the
Plan by us with respect to the Fund and the purposes for which such
expenditures were made.
5. You agree to make shares of the Fund available only (a) to your
customers or entities that you service at the net asset value per share
next determined after receipt of the relevant purchase instruction or (b)
to each Fund itself at the redemption price for shares, as described in the
Fund's Prospectus.
6. No person is authorized to make any representations concerning the Fund
or shares of the Fund except those contained in the Fund's Prospectus or
Statement of Additional Information ("SAI") and any such information as may
be released by the Fund as information supplemental to such Prospectus or
SAI.
7. Additional copies of each such Prospectus or SAI and any printed
information issued as supplemental to each such Prospectus or SAI will be
supplied by the Fund to you in reasonable quantities upon request.
8. In no transaction shall you have any authority whatever to act as agent
of the Fund and nothing in this Distribution Agreement shall constitute you
or the Fund the agent of the other. You are not authorized to act as an
underwriter of shares of the Fund or as a dealer in shares of the Fund.
9. All communications to the Fund shall be sent to: Trent Capital
Management, Inc., 3101 N. Elm Street, Suite 150, Greensboro, NC 27408 . Any
notice to you shall be duly given if mailed or telegraphed to you at your
address as indicated in this Distribution Agreement.
10. This Distribution Agreement may be terminated by us or by you, by the
vote of a majority of the Trustees of the Trust who are Independent
Trustees, or by a vote of a majority of the outstanding shares of the Fund,
on sixty (60) days' written notice, all without payment of any penalty. It
shall also be terminated automatically by any act that terminates the Plan.
11. The provisions of the Plan between the Trust and us, insofar as they
relate to you, are incorporated herein by reference.
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EXHIBIT A
This Distribution Agreement shall take effect on the date indicated below,
and the terms and provisions thereof are hereby accepted and agreed to by us as
evidenced by our execution hereof.
TRENT CAPITAL MANAGEMENT, INC.
As Distribution Coordinator
By:
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Authorized Officer
Dated:
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Agreed and Accepted:
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(Name)
By:______________________________
(Authorized Officer)
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EXHIBIT A
SCHEDULE TO DISTRIBUTION AGREEMENT
BETWEEN _____________________.
AND
TRENT CAPITAL MANAGEMENT, INC.
AS DISTRIBUTION COORDINATOR
Pursuant to the provisions of the Distribution Agreement between the above
parties with respect to Trent Capital Management, Inc. as Distribution
Coordinator, shall pay a monthly fee to the above-named party based on the
average net asset value of shares of the Fund during the previous calendar month
the sales of which are attributable to the above-named party, as follows:
FUND FEE
---- ---
Trent Equity Fund 0.25%
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Page 7
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Please mark, date and return this Proxy by December 12, 1999
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST FOR THE SPECIAL
MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 15, 1999
TRENT EQUITY FUND
The undersigned hereby appoints David Labiak and David Millikan and each of
them, his true and lawful agents and proxies with full power of substitution in
each to represent the undersigned at the Special Meeting of Shareholders to be
held on December 15, 1999 at the offices of the Advisor to the Fund and at any
adjournments thereof, on all matters coming before said meeting.
(1) Adoption of the Fund's Distribution Plan pursuant to Rule 12b-1 of the
Investment Company Act of 1940.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DECISION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
Please sign exactly as name or names appear hereon. Joint owners should both
sign. Corporate and partnership accounts should be signed in the full corporate
or partnership name by an authorized officer or partner. Fiduciaries should give
full titles as such.
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Signature
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Signature
PLEASE INDICATE IF YOU PLAN TO ATTEND THE MEETING _________
Dated ______________, 1999
