<PAGE> 1
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:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The Parkstone Group of Funds - - SEC File Nos. 33-13283 811-5105
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] 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:
- --------------------------------------------------------------------------------
[ ] 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> 2
[PARKSTONE LOGO]
July 15, 1998
DEAR PARKSTONE GROUP OF FUNDS SHAREHOLDER:
You are invited to attend the Special Meeting of Shareholders of Parkstone
Group of Funds on August 13, 1998. The meeting is being held at the offices of
BISYS Fund Services Limited Partnership, 3435 Stelzer Road, Columbus, Ohio 43219
at 8:30 a.m. Eastern Time.
As a Parkstone shareholder, you are not required to attend the shareholder
meeting; however, you are strongly encouraged to exercise your vote. Your vote
is important no matter how many shares you own. A proxy package has been
enclosed outlining the proposed changes to the Parkstone Group of Funds, which
include the approval of:
X Election of the Board of Trustees
X Changes to the fundamental investment objectives of the funds to make such
objectives non-fundamental
X Changes which make uniform among the funds the fundamental investment
limitations
X Changes in the classification of fundamental investment policies and
limitations to non-fundamental
For those who are unable to attend the meeting, please note that you have
received one proxy card for each fund you own. A postage-paid reply envelope has
been enclosed for you to return your signed and dated proxy vote. It is
important that we receive your vote(s) prior to the meeting.
If you have questions, please contact your trust administrator, financial
consultant or call 1-800-451-8377. Thank you in advance for your cooperation.
Sincerely,
/s/ John B. Rapp
John B. Rapp
Chairman
The Parkstone Group of Funds
<PAGE> 3
THE PARKSTONE GROUP OF FUNDS
3435 Stelzer Road
Columbus, Ohio 43219
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be Held on August 13, 1998
July 15, 1998
TO THE SHAREHOLDERS OF THE PARKSTONE GROUP OF FUNDS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of each of the Funds listed below (each, a "Fund" and collectively,
the "Funds") of The Parkstone Group of Funds (the "Trust") will be held on
August 13, 1998, at 8:30 a.m. (Eastern time), at the offices of BISYS Fund
Services Limited Partnership, 3435 Stelzer Road, Columbus, Ohio 43219.
The Funds of the Trust are: the Small Capitalization Fund, Mid
Capitalization Fund, Large Capitalization Fund, International Discovery Fund,
Equity Income Fund, Conservative Allocation Fund, Balanced Allocation Fund,
Aggressive Allocation Fund, Bond Fund, Limited Maturity Bond Fund, Intermediate
Government Obligations Fund, U.S. Government Income Fund, Municipal Bond Fund,
Michigan Municipal Bond Fund, Prime Obligations Fund, U.S. Government
Obligations Fund, Treasury Fund and Tax-Free Fund.
The Meeting will be held with respect to the Funds for the following
purposes:
Proposal 1. To elect eight (8) nominees to the Board of Trustees.
Proposal 2. To approve a change in each Fund's fundamental investment
objective to make such objective non-fundamental.
Proposal 3. To approve changes to the following fundamental investment
limitations of the Funds:
(a) limitation on underwriting activities;
(b) limitation on real estate related transactions;
(c) limitation on investment in commodities;
(d) limitation regarding industry concentration;
(e) limitation on loans;
(f) limitation on borrowing and the issuance of senior securities; and
(g) limitation on issuer diversification (inapplicable to Michigan
Municipal Bond Fund).
<PAGE> 4
Proposal 4. To approve a change in the following fundamental investment
policies and limitations to make such policies and limitations non-fundamental:
(a) with respect to the Funds, the limitation on purchasing securities
on margin;
(b) with respect to the Funds, the limitation on writing or selling
call options; and
(c) with respect to the Michigan Municipal Bond Fund, which is
classified as a non-diversified fund under the Investment Company Act of
1940, as amended, the limitation regarding investments in securities of any
one issuer.
Proposal 5. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Proposals stated above are discussed in detail in the attached Proxy
Statement. Shareholders of record as of the close of business on June 12, 1998
are entitled to notice of, and to vote at, the Meeting or any adjournment
thereof.
YOUR TRUSTEES UNANIMOUSLY RECOMMEND
THAT YOU VOTE IN FAVOR OF THE PROPOSALS.
SHAREHOLDERS ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE THE ACCOMPANYING PROXY CARD OR CARDS WHICH ARE BEING SOLICITED BY THE
TRUST'S BOARD OF TRUSTEES. IF YOU OWN SHARES DIRECTLY YOU MAY ALSO FAX YOUR
VOTED CARD(S) TO 1-888-451-8683 TO REGISTER YOUR VOTE. THIS IS IMPORTANT FOR THE
PURPOSE OF ENSURING A QUORUM AT THE MEETING. A PROXY MAY BE REVOKED BY ANY
SHAREHOLDER AT ANY TIME BEFORE IT IS EXERCISED BY EXECUTING AND SUBMITTING A
REVISED PROXY, BY GIVING WRITTEN NOTICE OF REVOCATION TO THE TRUST'S SECRETARY,
OR BY WITHDRAWING THE PROXY AND VOTING IN PERSON AT THE MEETING.
/s/ W. Bruce McConnel, III
W. Bruce McConnel, III
Secretary
July 15, 1998
2
<PAGE> 5
THE PARKSTONE GROUP OF FUNDS
3435 Stelzer Road
Columbus, Ohio 43219
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Board") of The Parkstone Group of Funds
(the "Trust") for use at the Special Meeting of Shareholders of the Trust and
any adjournment(s) thereof (the "Meeting") to be held on August 13, 1998 at 8:30
a.m. (Eastern time), at the offices of BISYS Fund Services Limited Partnership,
3435 Stelzer Road, Columbus, Ohio 43219. This Proxy Statement and accompanying
proxy card or cards will first be mailed on or about July 15, 1998.
The Trust currently offers eighteen (18) investment portfolios which are
each referred to herein as a "Fund" and collectively, as the "Funds." The Funds
of the Trust are: the Small Capitalization Fund, Mid Capitalization Fund, Large
Capitalization Fund, International Discovery Fund, Equity Income Fund,
Conservative Allocation Fund, Balanced Allocation Fund, Aggressive Allocation
Fund, Bond Fund, Limited Maturity Bond Fund, Intermediate Government Obligations
Fund, U.S. Government Income Fund, Municipal Bond Fund, Michigan Municipal Bond
Fund, Prime Obligations Fund, U.S. Government Obligations Fund, Treasury Fund
and Tax-Free Fund.
Only shareholders of record of the Funds at the close of business on June
12, 1998 will be entitled to notice of, and to vote at the Meeting. Each
shareholder of record on that date is entitled to one vote for each dollar of
net asset value and a proportionate fractional vote for any fraction of one
dollar of net asset value as to each proposal on which such shareholder is
entitled to vote. The Funds' shares are referred to herein as "Shares."
3
<PAGE> 6
The following table summarizes the Proposals to be voted on at the Meeting
and indicates those shareholders who are being solicited with respect to each
Proposal:
TABLE
<TABLE>
<CAPTION>
PROPOSAL SHAREHOLDERS SOLICITED
-------- ----------------------
<C> <S> <C>
1. To elect eight (8) nominees to All Funds of the Trust. All
the Board of Trustees share- holders of all Funds of
the Trust will vote together.
2. To approve a change in each All Funds, each voting
Fund's fundamental investment separately as a Fund.
objective to make such objective
non-fundamental.
3. To approve changes to the
following fundamental investment
limitations of the Funds:
(a) limitation on underwriting All Funds, each voting
activities; separately as a Fund.
(b) limitation on real estate All Funds, each voting
related transactions; separately as a Fund.
(c) limitation on investment in All Funds, each voting
commodities; separately as a Fund.
(d) limitation regarding All Funds, each voting
industry concentration; separately as a Fund.
(e) limitation on loans; All Funds, each voting
separately as a Fund.
(f) limitation on borrowing and All Funds, each voting
the issuance of senior separately as a Fund.
securities; and
(g) limitation on issuer All Funds, except the Michigan
diversification. Municipal Bond Fund, each voting
separately as a Fund.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
PROPOSAL SHAREHOLDERS SOLICITED
-------- ----------------------
<C> <S> <C>
4. To approve a change in the
following fundamental investment
policies and limitations of the
Funds indicated below to make
such policies and limitations
non-fundamental:
(a) limitation on purchasing All Funds, each voting
securities on margin; separately as a Fund.
(b) limitation on writing or All Funds, each voting
selling call options; and separately as a Fund.
(c) with respect to the Michigan Shareholders of the Michigan
Municipal Bond Fund, which is Municipal Bond Fund only.
classified as a
non-diversified fund under the
Investment Company Act of
1940, as amended (the "1940
Act"), the limitation
regarding investments in
securities of any one issuer.
5. To transact such other business Any and/or all Funds, voting
as may properly come before the together or each voting
Meeting or any adjournment(s) separately as a Fund, as the
thereof. circumstances may dictate.
</TABLE>
Although shares of each of the Funds have been divided into one or more
classes ("Classes"), which Classes differ primarily with respect to the expenses
borne solely by the particular Class under a distribution and shareholder
service plan, if any, adopted by such Class pursuant to Rule 12b-1 under the
1940 Act, none of the proposals to be presented at the Meeting, as described in
this Proxy Statement, involve a separate vote by a single Class of Shares.
The following table sets forth, by Fund and as of the record date, the
number of Shares of each of the Funds which were outstanding and entitled to
notice of, and to vote at the Meeting:
<TABLE>
<CAPTION>
AGGREGATE NET
SHARES OUTSTANDING ASSET VALUE AS
FUND AS OF JUNE 12, 1998 OF JUNE 12, 1998
---- ------------------- ----------------
<S> <C> <C>
Small Capitalization Fund 28,803,208.657 $684,128,077.81
Mid Capitalization Fund 41,835,404.461 $627,970,116.50
Large Capitalization Fund 24,077,412.084 $396,712,396.07
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
AGGREGATE NET
SHARES OUTSTANDING ASSET VALUE AS
FUND AS OF JUNE 12, 1998 OF JUNE 12, 1998
---- ------------------- ----------------
<S> <C> <C>
International Discovery Fund 29,001,126.628 $466,137,405.66
Equity Income Fund 21,949,844.649 $410,538,551.53
Conservative Allocation Fund 1,533,771.713 $ 17,277,941.45
Balanced Allocation Fund 21,020,994.472 $290,103,695.97
Aggressive Allocation Fund 2,855,289.198 $ 33,349,777.83
Bond Fund 50,067,492.910 $504,051,903.58
Limited Maturity Bond Fund 20,569,176.208 $195,358,362.88
Intermediate Government
Obligations Fund 18,886,295.508 $186,776,943.50
U.S. Government Income Fund 25,654,255.832 $238,018,807.73
Municipal Bond Fund 12,690,857.970 $133,633,355.80
Michigan Municipal Bond Fund 22,467,191.969 $248,266,070.20
Prime Obligations Fund 908,462,401.482 $908,462,401.48
U.S. Government Obligations Fund 359,517,927.865 $359,517,927.87
Treasury Fund 554,991,679.270 $554,991,679.27
Tax-Free Fund 156,468,956.620 $156,468,956.62
</TABLE>
Proxy solicitations will be made primarily by mail, but proxy solicitations
also may be made by facsimile, telegraph or personal interview. The Trust will
bear all proxy solicitation costs. Any shareholder submitting 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 voting in person.
The Board of Trustees intends to bring before the meeting the matters set
forth in items 1, 2, 3 and 4 in the foregoing notice. The persons named in the
enclosed proxy and acting thereunder will vote with respect to items 1, 2, 3,
and 4 in accordance with the directions of the shareholders as specified on the
proxy card. If no choice is specified, the Shares will be voted IN FAVOR of the
election of the eight nominees to the Board of Trustees described in proposal 1,
IN FAVOR of the proposal to change each Fund's fundamental investment objective
to make such objective non-fundamental, as described in proposal 2, IN FAVOR of
the proposal to approve certain changes to investment limitations of the Funds
as described in proposal 3 and IN FAVOR of the proposal to make certain
fundamental investment policies and limitations non-fundamental as described in
proposal 4. If any other matters are properly presented to the meeting for
action, it is intended that the
6
<PAGE> 9
persons named in the enclosed proxy and acting thereunder will vote in
accordance with the views of management thereon.
ADDITIONAL INFORMATION
BENEFICIAL OWNERS OF THE TRUST.
The beneficial owners of more than 5% of the outstanding Shares of any Fund
as of the record date, known to the Trust, are as follows:
<TABLE>
<CAPTION>
NAME AND PERCENT
ADDRESS OF NUMBER OF OF
NAME OF FUND BENEFICIAL OWNER SHARES OWNED FUND
------------ ------------------------------ --------------- --------
<S> <C> <C> <C>
Prime Obligations A National Financial Services 196,411,625.530 88.5600
Corp For the Benefit of Our
Customers
Church Street Station
PO Box 3908
New York NY 10008-3908
U.S. Gov't Obligations A National Financial Services 30,189,527.290 17.1100
Corp For the Benefit of Our
Customers
Church Street Station
PO Box 3908
New York NY 10008-3908
First of America 145,262,892.250 82.3700
Trust Operations
PO Box 4042
Kalamazoo MI 49003-4042
Tax Free Obligations A Corelink Financial Inc 3,202,631.330 5.8700
PO Box 4054
Concord CA 94524
First of America 19,074,669.040 34.9700
Trust Operations
PO Box 4042
Kalamazoo MI 49003-4042
National Financial Services 31,971,144.280 58.6200
Corp For the Benefit of Our
Customers
Church Street Station
PO Box 3908
New York NY 10008-3908
Mid Capitalization A J C Bradford Co 479,757.466 8.0800
CUST FBO CUST RCIP
Limited Partners I
330 Commerce St
Nashville TN 37201-1899
Corelink Financial Inc 1,149,541.510.. 19.3600
PO Box 4054
Concord CA 94524
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
NAME AND PERCENT
ADDRESS OF NUMBER OF OF
NAME OF FUND BENEFICIAL OWNER SHARES OWNED FUND
------------ ------------------------------ --------------- --------
<S> <C> <C> <C>
Small Capitalization A Corelink Financial Inc 358,952.905.... 6.0400
PO Box 4054
Concord CA 94524
Charles Schwab & Co Inc 359,999.498 6.0600
Special Custodian Account
FBO Our Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104
Donaldson Lufkin Jenrette 519,018.360 8.7400
Securities Corporation Inc
PO Box 2052
Jersey City NJ 07303-9998
Equity Income A Corelink Financial Inc 283,138.052 5.1600
PO Box 4054
Concord CA 94524
Limited Maturity Bond A NFSC FEBO 0E1-211907 381,878.106 8.8100
Midwest Foundation Corporation
PO Box 1207
Tremont IL 61568
NFSC FEBO 0L4-639028 481,784.159 11.1100
NSF International
PO Box 130140
Ann Arbor MI 48113
Corelink Financial Inc 2,575,557.460 59.4400
PO Box 4054
Concord CA 94524
Municipal Bond A FLEFCO 45,643.765 5.1400
FFG Trust Inc
PO Box 19264
Springfield IL 62794-9264
Corelink Financial Inc 334,743.171 37.7400
PO Box 4054
Concord CA 94524
Michigan Municipal Bond A Corelink Financial Inc 581,855.779 17.3500
PO Box 4054
Concord CA 94524
U.S. Government Income A Corelink Financial Inc 1,998,964.502 34.7300
PO Box 4054
Concord CA 94524
International Discovery A Corelink Financial Inc 452,777.678 17.5600
PO Box 4054
Concord CA 94524
</TABLE>
8
<PAGE> 11
<TABLE>
<CAPTION>
NAME AND PERCENT
ADDRESS OF NUMBER OF OF
NAME OF FUND BENEFICIAL OWNER SHARES OWNED FUND
------------ ------------------------------ --------------- --------
<S> <C> <C> <C>
Treasury A First of America 194,139,553.390 93.2100
Trust Operations
PO Box 4042
Kalamazoo MI 49003-4042
Large Capitalization A Corelink Financial Inc 566,957.575 42.8400
PO Box 4054
Concord CA 94524
Prime Obligations B National Financial Services 30,193.920 6.7900
Corp
FBO FBO 0K1-845078
Ross Koller
IRA Rollover
111 Barkston Gardens London
London SW5 OEX
NFSC FEBO 0E1-531294 32,158.310 7.2300
Florence M Adams
Thomas L Adams
880 E Remus Rd
Mt Pleasant MI 48858
Richard C Sloan 33,778.740 7.5900
287 Twin Lakes Drive
Moultrie GA 31768
NFSC FEBO 0K1-959766 54,689.040 12.3000
NFSC FMTC IRA
FBO Emmanuel M Dubois
3933 East E Ave
Kalamazoo MI 49004
Donald L Edwards 67,111.020 15.0900
PO Box 1766
Moultrie GA 31776
NFSC FEBO W64-905895 96,746.780 21.7600
NFSC FMTC IRA
FBO Paul A Spinelli
5143 SW 9th Lane
Gainesville FL 32607
Limited Maturity Bond B Raymond James Assoc Inc CSDN 8,736.784 5.6100
David E Reese Jr IRA
519 Brandwynne Ct
Dayton OH 45459
NFSC FEBO 0E2-211079 10,351.967 6.6500
Isaac Walker Company
PO Box 3500
Peoria IL 61612
</TABLE>
9
<PAGE> 12
<TABLE>
<CAPTION>
NAME AND PERCENT
ADDRESS OF NUMBER OF OF
NAME OF FUND BENEFICIAL OWNER SHARES OWNED FUND
------------ ------------------------------ --------------- --------
<S> <C> <C> <C>
John W Wade Jr 12,353.555 7.9300
6321 Murray Ln
Brentwood TN 37027-6211
Intermediate Government B NFSC FEBO 0L4-634433 23,034.654 12.7100
Horace Burton Gemmill
Joyce Louise Gemmill
2360 McComb Drive
Clio MI 48420
Municipal Bond B NFSC FEBO 0L4-640557 5,228.600 7.5800
Edward L Najim
Cheri S Najim
1300 Pine Valley Court
Springfield IL 62704
NFSC FEBO 0E2-180092 5,679.781 8.2300
Frank A Gregory
Thelma M Gregory
3149 Shadow Brook Dr
Indianapolis IN 46214
NFSC FEBO 0L4-655562 6,158.734 8.9300
William G Bruns
2604 W Purdie Ave
Muncie IN 47304
National Financial Services 7,975.807 11.5700
Corp
Conrad V Davis Cust
Lee Ann Davis
Utma IL
3206 W Richwoods
Peoria IL 61604
NFSC FEBO 0E1-128864 11,985.951 17.3800
Betty J Bowen
2400 Country Club Drive
Springfield IL 62704
First of America 12,738.296 18.4700
Agnt Sarah J Hawkins
Trst Cecil C Hawkins Trust
DTD 5-21-92
PO Box 4042
Kalamazoo MI 49003-4042
Prime Obligations First of America 63,320,163.370 9.2300
Institutional Trust Operations
Trust 2
PO Box 4042
Kalamazoo MI 49003-4042
</TABLE>
10
<PAGE> 13
<TABLE>
<CAPTION>
NAME AND PERCENT
ADDRESS OF NUMBER OF OF
NAME OF FUND BENEFICIAL OWNER SHARES OWNED FUND
------------ ------------------------------ --------------- --------
<S> <C> <C> <C>
First of America 598,229,180.360 87.2500
Trust Operations
Trust 1
PO Box 4042
Kalamazoo MI 49003-4042
U.S. Gov't Obligations First of America 48,863,584.240 26.6800
Institutional Trust Operations
Trust 2
PO Box 4042
Kalamazoo MI 49003-4042
First of America 128,127,000.640 69.9800
Trust Operations
Trust 1
PO Box 4042
Kalamazoo MI 49003-4042
Tax Free Obligations First of America 100,165,012.260 98.2600
Institutional Trust Operations
Trust 1
PO Box 4042
Kalamazoo MI 49003-4042
Mid Capitalization First of America 10,371,094.804 30.4400
Institutional Trust Operations
Cash
PO Box 4042
Kalamazoo MI 49003-4042
First of America 23,591,634.075 69.2400
Trust Operations
Reinvest
PO Box 4042
Kalamazoo MI 49003-4042
Small Capitalization First of America 5,071,395.317 27.2700
Institutional Trust Operations
Cash
PO Box 4042
Kalamazoo MI 49003-4042
First of America 11,900,512.542 64.0000
Trust Operations
Reinvest
PO Box 4042
Kalamazoo MI 49003-4042
</TABLE>
11
<PAGE> 14
<TABLE>
<CAPTION>
NAME AND PERCENT
ADDRESS OF NUMBER OF OF
NAME OF FUND BENEFICIAL OWNER SHARES OWNED FUND
------------ ------------------------------ --------------- --------
<S> <C> <C> <C>
Equity Income Institutional First of America 3,376,012.963 22.6200
Trust Operations
Reinvest
PO Box 4042
Kalamazoo MI 49003-4042
First of America 11,379,380.588 76.2700
Trust Operations
Cash
PO Box 4042
Kalamazoo MI 49003-4042
Bond Institutional First of America 16,392,352.330 34.3300
Trust Operations
Cash
PO Box 4042
Kalamazoo MI 49003-4042
First of America 31,424,433.905 65.8200
Trust Operations
Reinvest
PO Box 4042
Kalamazoo MI 49003-4042
Limited Maturity Bond First of America 5,226,531.223 32.9700
Institutional Trust Operations
Reinvest
PO Box 4042
Kalamazoo MI 49003-4042
First of America 10,613,084.832 66.9500
Trust Operations
Cash
PO Box 4042
Kalamazoo MI 49003-4042
Intermediate Government First of America 4,795,230.333 27.8000
Institutional Trust Operations
Reinvest
PO Box 4042
Kalamazoo MI 49003-4042
First of America 12,453,610.443 72.2100
Trust Operations
Cash
PO Box 4042
Kalamazoo MI 49003-4042
</TABLE>
12
<PAGE> 15
<TABLE>
<CAPTION>
NAME AND PERCENT
ADDRESS OF NUMBER OF OF
NAME OF FUND BENEFICIAL OWNER SHARES OWNED FUND
------------ ------------------------------ --------------- --------
<S> <C> <C> <C>
Municipal Bond Institutional First of America 898,632.500 7.6500
Trust Operations
Reinvest
PO Box 4042
Kalamazoo MI 49003-4042
First of America 10,812,759.241 92.1200
Trust Operations
Cash
PO Box 4042
Kalamazoo MI 49003-4042
Michigan Municipal Bond First of America 2,444,101.780 13.0600
Institutional Trust Operations
Reinvest
PO Box 4042
Kalamazoo MI 49003-4042
First of America 16,227,851.483 86.7200
Trust Operations
Cash
PO Box 4042
Kalamazoo MI 49003-4042
Balanced Allocation First of America 1,926,123.309 10.0600
Institutional Trust Operations
Cash
PO Box 4042
Kalamazoo MI 49003-4042
First of America 17,245,542.414 90.1100
Trust Operations
Reinvest
PO Box 4042
Kalamazoo MI 49003-4042
U.S. Government Income First of America 1,621,082.185 9.3500
Institutional Trust Operations
Reinvest
PO Box 4042
Kalamazoo MI 49003-4042
First of America 15,656,810.164 90.3500
Trust Operations
Cash
PO Box 4042
Kalamazoo MI 49003-4042
</TABLE>
13
<PAGE> 16
<TABLE>
<CAPTION>
NAME AND PERCENT
ADDRESS OF NUMBER OF OF
NAME OF FUND BENEFICIAL OWNER SHARES OWNED FUND
------------ ------------------------------ --------------- --------
<S> <C> <C> <C>
International Discovery First of America 10,609,126.344 41.5200
Institutional Trust Operations
Cash
PO Box 4042
Kalamazoo MI 49003-4042
First of America 14,814,960.526 57.9800
Trust Operations
Reinvest
PO Box 4042
Kalamazoo MI 49003-4042
Aggressive Allocation First of America 2,834,534.696 99.2600
Institutional Trust Operations
Reinvest
PO Box 4042
Kalamazoo MI 49003-4042
Conservative Allocation First of America 1,550,701.288 99.7800
Institutional Trust Operations
Reinvest
PO Box 4042
Kalamazoo MI 49003-4042
Large Capitalization First of America 7,921,275.026 35.8700
Institutional Trust Operations
Cash
PO Box 4042
Kalamazoo MI 49003-4042
First of America 14,074,642.571 63.7300
Trust Operations
Reinvest
PO Box 4042
Kalamazoo MI 49003-4042
Mid Capitalization C Imenco Corporation 8,979.915 5.7100
BISYS Qual Plan Serv
Attn Barb Brown
323 Norristown Rd/
Springhse Corp Ctr II
Ambler PA 19002
Pegasus 401K Plan 9,303.513 5.9200
BISYS Qual Plan Serv
Attn Barb Brown
323 Norristown Rd
Springhse Corp Ctr II
Ambler PA 19002-0000
</TABLE>
14
<PAGE> 17
<TABLE>
<CAPTION>
NAME AND PERCENT
ADDRESS OF NUMBER OF OF
NAME OF FUND BENEFICIAL OWNER SHARES OWNED FUND
------------ ------------------------------ --------------- --------
<S> <C> <C> <C>
Kent Optical Inc 401K Plan 10,005.774 6.3700
Attn Barb Brown
BISYS Qual Plan Serv
323 Norristown Rd/
Springhse Corp Cntr II
Ambler PA 19002
Klineman Rose And Wolf PC 12,333.916 7.8500
401K Plan
BISYS Qual Plan Serv
Attn Barb Brown
323 Norristown Rd
Springhse Corp Ctr II
Ambler PA 19002-0000
Small Capitalization C John A Swanson 84,016.720 14.8600
606 Robinhood Ln
McMurray PA 15317-2721
Equity Income C Cordes Excavating Inc 401K 2,988.261 5.0600
Plan
BISYS Qual Plan Serv
Attn Barb Brown
323 Norristown Rd
Springhse Corp Ctr II
Ambler PA 19002-0000
Preferred Solutions Inc 16,440.862 27.8500
BISYS Qual Plan Serv
Attn Barb Brown
323 Norristown Rd/
Springhse Corp Ctr II
Ambler PA 19002
Bond C NFSC FEBO 0K1-975826 3,068.213 5.0900
NFSC FMTC IRA Rollover
FBO Avronne D Topol
422 Melrose 1506
Chicago IL 60657
JB Printing Company 401K Plan 4,271.194 7.0900
BISYS Qual Plan Serv
Attn Barb Brown
323 Norristown Rd
Springhse Corp Ctr II
Ambler PA 19002-0000
</TABLE>
15
<PAGE> 18
<TABLE>
<CAPTION>
NAME AND PERCENT
ADDRESS OF NUMBER OF OF
NAME OF FUND BENEFICIAL OWNER SHARES OWNED FUND
------------ ------------------------------ --------------- --------
<S> <C> <C> <C>
Pegasus 401K Plan 5,191.312 8.6200
BISYS Qual Plan Serv
Attn Barb Brown
323 Norristown Rd
Springhse Corp Ctr II
Ambler PA 19002-0000
Preferred Solutions Inc 5,464.658 9.0700
BISYS Qual Plan Serv
Attn Barb Brown
323 Norristown Rd/
Springhse Corp Ctr II
Ambler PA 19002
Cord Construction Company 5,610.729 9.3200
401K Plan
Attn Barb Brown
323 Norristown Rd/
Springhse Corp Cntr II
Ambler PA 19002
Limited Maturity C NFSC FEBO 0E1-606693 11,117.370 5.0100
Karen A Nelson TTEE
The Rev Living TR of Karen A
Nelson U A 5 1 97
8961 Spring Creek Rd
Rockford IL 61108
NFSC FEBO 0E1-308994 11,689.265 5.2600
Mary W Oshay
1685 Peconic Place
Rockford IL 61108
Wayne Hummer Investments LLC 12,964.751 5.8400
910-04829-19
Attn Mutual Funds
PO Box 750
Chicago IL 60690
NFSC FEBO 0E1-652350 13,043.585 5.8700
Robert J Thomas TTEE
Opal L Thomas Living Trust
U A 12 25 97
8268 Middlebury Ave
Woodridge IL 60517
</TABLE>
16
<PAGE> 19
<TABLE>
<CAPTION>
NAME AND PERCENT
ADDRESS OF NUMBER OF OF
NAME OF FUND BENEFICIAL OWNER SHARES OWNED FUND
------------ ------------------------------ --------------- --------
<S> <C> <C> <C>
NFSC FEBO 0E1-647780 14,838.402 6.6800
Arthur O Capp Jr
Christine Berieter
Account No 10042
3340 Sharon Pl
Zion IL 60099
NFSC FEBO 0E1-511110 16,534.903 7.4500
Advantage Industries Inc
2196 Port Sheldon Road
Jenison MI 49428
NFSC FEBO 0K1-737607 22,532.189 10.1500
NFSC FMTC IRA SEPP
FBO Richard B Conner
1806 S Alpine Rd
Rockford IL 61108
NFSC FEBO 0E1-653179 23,120.020 10.4200
Mr Everett Wilson TTEE
Wilson Envelope Printing Inc
Pft Shring Pl
U A 4 1 87
970 Ford Ave
Wyandotte MI 48192
NFSC FEBO 0E1-639249 44,517.454 20.0600
Lori U Kullens
5860 NW 44th St
Lauderhill FL 33319
Intermediate Government C Davis Kaplan Dystrup & Hoster 1,412.002 5.7400
PC
c/o BISYS Qual
Attn Barb Brown
Springhse Corp Cntr II/
323 Norristown Rd
Ambler PA 19002-0000
Rickard And Denney PC 401K 2,338.423 9.5200
Plan
Attn Steve Dudek
BISYS Qual Plan Serv
Attn Barb Brown
323 Norristown Rd/
Springhse Corp Ctr II
Ambler PA 19002
</TABLE>
17
<PAGE> 20
<TABLE>
<CAPTION>
NAME AND PERCENT
ADDRESS OF NUMBER OF OF
NAME OF FUND BENEFICIAL OWNER SHARES OWNED FUND
------------ ------------------------------ --------------- --------
<S> <C> <C> <C>
Ken Rock Community Center Inc 2,905.797 11.8300
401K Plan
Attn Barb Brown
323 Norristown Rd/
Springhse Corp Cntr II
Ambler PA 19002
All Tech Engineering 401K Plan 5,957.786 24.2600
BISYS Qual Plan Serv
Attn Barb Brown
323 Norristown Rd
Springhse Corp Ctr II
Ambler PA 19002-0000
Kent Optical Inc 401K Plan 8,940.091 36.4000
Attn Barb Brown
BISYS Qual Plan Serv
323 Norristown Rd/
Springhse Corp Cntr II
Ambler PA 19002
Balanced Allocation C Davis Kaplan Dystrup & Hoster 3,763.923 5.5600
PC
c/o BISYS Qual
Attn Barb Brown
Springhse Corp Cntr II/
323 Norristown Rd
Ambler PA 19002-0000
Glass Distributors Inc 4,320.769 6.3800
323 Norristown Rd/
Springhse Corp Cntr II
Ambler PA 19002
All Tech Engineering 401K Plan 6,553.828 9.6800
BISYS Qual Plan Serv
Attn Barb Brown
323 Norristown Rd
Springhse Corp Ctr II
Ambler PA 19002-0000
Kent Optical Inc 401K Plan 8,476.127 12.5200
Attn Barb Brown
BISYS Qual Plan Serv
323 Norristown Rd/
Springhse Corp Cntr II
Ambler PA 19002
</TABLE>
18
<PAGE> 21
<TABLE>
<CAPTION>
NAME AND PERCENT
ADDRESS OF NUMBER OF OF
NAME OF FUND BENEFICIAL OWNER SHARES OWNED FUND
------------ ------------------------------ --------------- --------
<S> <C> <C> <C>
U.S. Government NFSC FEBO 0E1-646237 2,278.528 5.7500
Income C Vern D Coon
Lucille Coon
2934 S Oaklane St
Muskegon MI 49444
HMC Products 401K Plan 3,322.218 8.3900
c/o BISYS Qual Plan Serv
Attn Barb Brown
989 Norristown Rd/
Springhse Corp Cntr II
Ambler PA 19002-0000
Beverly A Barker 4,951.674 12.5000
CUST Allison J Barker
Ugma MI
26956 Ford
Flat Rock MI 48134
William P Barker 4,951.674 12.5000
CUST Andrew J Barker
Ugma MI
26956 Ford
Flat Rock MI 48134
NFSC FEBO 0L4-649473 11,726.946 29.6100
Gary Richard Perlick
13333 Allen Rd
Southgate MI 48195
International Discovery C Pegasus 401K Plan 3,161.106 5.0000
BISYS Qual Plan Serv
Attn Barb Brown
323 Norristown Rd
Springhse Corp Ctr II
Ambler PA 19002-0000
Continental Vending Inc 3,440.287 5.4500
401K Plan
BISYS Qual Plan Serv
Attn Barb Brown
323 Norristown Rd
Springhse Corp Ctr II
Ambler PA 19002-0000
</TABLE>
19
<PAGE> 22
<TABLE>
<CAPTION>
NAME AND PERCENT
ADDRESS OF NUMBER OF OF
NAME OF FUND BENEFICIAL OWNER SHARES OWNED FUND
------------ ------------------------------ --------------- --------
<S> <C> <C> <C>
Cordes Excavating Inc 6,015.587 9.5300
401K Plan
BISYS Qual Plan Serv
Attn Barb Brown
323 Norristown Rd
Springhse Corp Ctr II
Ambler PA 19002-0000
Preferred Solutions Inc 9,101.709 14.4200
BISYS Qual Plan Serv
Attn Barb Brown
323 Norristown Rd/
Springhse Corp Ctr II
Ambler PA 19002
Large Capitalization C Ganna Construction Inc 868.146 5.4900
BISYS Qual Plan Serv
Attn Barb Brown
323 Norristown Rd
Springhse Corp Ctr II
Ambler PA 19002-0000
William D Menzie 1,048.004 6.6200
1217 Wandering Way
Charlotte NC 28226
NFSC FEBO 0K1-972517 1,160.129 7.3300
NFSC FMTC IRA
FBO Constance S Vawter
1704 Old Town Rd SE
Grand Rapids MI 49508
Michael Klein and 1,167.798 7.3800
Valerie Klein JTWROS
1903 Wrights Mill Rd
Auburn AL 36830
Balkema Sand & Gravel 1,379.094 8.7200
Attn Barb Brown
BISYS Qual Plan Serv
323 Norristown Rd/
Springhse Corp Cntr
Ambler PA 19002
Kathryn E Schneller IRA 1,773.691 11.2100
502 Woodlawn Ave
O'Fallon MO 63366-2519
</TABLE>
20
<PAGE> 23
<TABLE>
<CAPTION>
NAME AND PERCENT
ADDRESS OF NUMBER OF OF
NAME OF FUND BENEFICIAL OWNER SHARES OWNED FUND
------------ ------------------------------ --------------- --------
<S> <C> <C> <C>
JB Printing Company 401K Plan 2,701.793 17.0800
BISYS Qual Plan Serv
Attn Barb Brown
323 Norristown Rd
Springhse Corp Ctr II
Ambler PA 19002-0000
</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.
For purposes of 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.
QUORUM.
In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present at the Meeting but sufficient votes to approve a
particular Proposal are not received, the persons named as proxies, or their
substitutes, may propose one or more adjournments of the Meeting to permit
further solicitation of the proxies. Any such adjournment will require the
affirmative vote of a majority of those Shares affected by the adjournment that
are represented at the Meeting in person or by proxy. If a quorum is present,
the persons named as proxies will vote those proxies which they are entitled to
vote FOR the Proposal in favor of such adjournments, and will vote those proxies
required to be voted AGAINST such Proposal against any adjournment. A
shareholder vote may be taken with respect to the Trust or one or more of the
Funds on any of the (but not all) Proposals prior to any such adjournment as to
which sufficient votes have been received for approval. A quorum is constituted
with respect to the Trust and each of the Funds by the presence in person or by
proxy of the holders of more than 50% of the outstanding Shares thereof entitled
to vote at the Meeting. For purposes of determining the presence of a quorum for
transacting business at the Meeting, abstentions, but not 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 treated as Shares that are present at
the Meeting but which have not been voted. Abstentions and broker
21
<PAGE> 24
"non-votes" will have the effect of a "no" vote for purposes of obtaining the
requisite approval of each Proposal other than the election of trustees.
National City Corporation and its bank subsidiaries hold shares for the
benefit of their customers and may be considered controlling persons of the
Trust for purposes of certain federal securities laws. National City Corporation
and its subsidiaries intend to vote Shares over which they have voting authority
pursuant to the Employee Retirement Income Security Act of 1974 ("ERISA") in the
best interests of the plan participants. With respect to Shares over which
National City Corporation and its subsidiaries possess voting authority, but
which are not subject to ERISA, National City Corporation and its subsidiaries
will vote such Shares in the same proportion as the votes cast by other
shareholders.
THE TRUST WILL FURNISH TO SHAREHOLDERS UPON REQUEST, WITHOUT CHARGE, COPIES
OF ITS ANNUAL REPORT TO SHAREHOLDERS, CONTAINING AUDITED FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED JUNE 30, 1997 AND SEMI-ANNUAL REPORT TO SHAREHOLDERS,
CONTAINING UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31,
1997. REQUESTS FOR COPIES OF THE ANNUAL AND SEMI-ANNUAL REPORTS SHOULD BE
DIRECTED TO THE TRUST BY TELEPHONE AT 1-800-451-8377. THE ANNUAL AND SEMI-ANNUAL
REPORTS ARE NOT TO BE REGARDED AS PROXY SOLICITING MATERIAL.
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR SHARES TO
BE VOTED, PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD OR CARDS AND MAIL THE
SAME IN THE ENCLOSED REPLY ENVELOPE. YOU MAY ALSO FAX YOUR VOTED CARD(S) TO
1-888-451-8683 TO REGISTER YOUR VOTE. PLEASE ALLOW SUFFICIENT TIME FOR THE PROXY
CARD OR CARDS TO BE RECEIVED ON OR BEFORE 5:00 P.M., EASTERN TIME, ON AUGUST 12,
1998.
PROPOSAL 1: ELECTION OF TRUSTEES
BACKGROUND.
Eight trustees, constituting the entire Board of Trustees, are to be
elected at the Meeting. Each trustee so elected will hold office effective
following the end of the next regular board meeting of the incumbent trustees,
currently scheduled for August 14, 1998, until the next meeting of shareholders
and until his successor is elected and qualifies, or until his term as a trustee
is terminated as provided in the Trust's Code of Regulations. The persons named
as proxies in the accompanying
22
<PAGE> 25
proxy have been designated by the Board of Trustees and intend to vote for the
nominees named below.
At a meeting of the Board of Trustees on May 14, 1998, the trustees
approved a proposal whereby the current Board of Trustees would resign and,
subject to shareholder approval, eight new trustees would be elected. The
current trustees of the Trust nominated Messrs. Neary, Carter, Durkott, Farling,
Furst, Gherlein, Martens and Pullen as the trustees to be voted on by the
shareholders. Each of the nominees currently serves as a trustee to Armada
Funds. The investment advisor to the Trust and the investment adviser to the
Armada Funds are subsidiaries of the National City Corporation. The Armada Funds
are a registered open-end management investment company. The Armada Funds are
advised by National City Bank, a wholly-owned subsidiary of National City
Corporation, which is an affiliate of First of America Investment Corporation
("First of America"), a wholly-owned subsidiary of First of America Bank, N.A.
and the investment adviser to the Funds.
The change in trustees was not based upon any disagreement with the Trust's
management or with First of America. The primary reason for the change is the
recently completed merger between First of America Bank Corporation, the former
parent corporation of First of America Bank, N.A., and National City
Corporation. First of America is now an indirect wholly-owned subsidiary of
National City Corporation. The proposed change would allow a common set of
trustees to oversee both fund complexes. In its consideration and approval of
this change, the Board of Trustees of the Trust considered the fact that it
would be economically and administratively beneficial to consolidate management
of the two fund complexes. Although there can be no assurance that any benefit
will materialize from this change, the trustees agreed to adopt one cohesive
management group.
THE NOMINEES.
All Shares represented by valid proxies will be voted in the election of
trustees for each nominee named below, unless authority to vote for a particular
nominee is withheld. Should any nominee withdraw from the election or otherwise
be unable to serve, the named proxies will vote for the election of such
substitute nominee as the Board of Trustees may recommend unless a decision is
made to reduce the
23
<PAGE> 26
number of trustees serving on the Board. The following table sets forth certain
information about the nominees:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AGE DURING PAST 5 YEARS
---- --- --------------------
<S> <C> <C>
Robert D. Neary 64 Retired Co-Chairman of Ernst & Young,
April 1984 to September 1993; Director,
Cold Metal Products, Inc., since March
1994; Director, Zurn Industries, Inc.
(building products and construction
services), June 1995 to June 1998;
Chairman of the Board of Armada Funds
since November 1996 and a Trustee since
February 1996.
Leigh Carter* 72 Retired President and Chief Operating
Officer, B.F. Goodrich Company, August
1986 to September 1990; Director, Adams
Express Company (closed-end investment
company), April 1982 to December 1997;
Director, Acromed Corporation (producer
of spinal implants), June 1992 to March
1998; Director, Petroleum & Resources
Corp., April 1987 to December 1997;
Director, Morrison Products (manufacturer
of blower fans and air moving equipment),
since April 1983; Director, Kirtland
Capital Corp. (privately funded
investment group), since January 1992;
Trustee, Armada Funds, since November
1993.
John F. Durkott 54 President and Chief Operating Officer,
Kittle's Home Furnishings Center, Inc.,
since January 1982; partner, Kittles
Bloomington Property Company, since
January 1981; partner, KK&D (Affiliated
Real Estate Companies of Kittle's Home
Furnishings Center), since January 1989;
Trustee, Armada Funds, since November
1993.
Robert J. Farling 61 Retired Chairman, President and Chief
Executive Officer, Centerior Energy
(electric utility), March 1992 to October
1997; Director, National City Bank until
October 1997; Director, Republic
Engineered Steels, since October 1997;
Trustee, Armada Funds, since November
1997.
</TABLE>
24
<PAGE> 27
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AGE DURING PAST 5 YEARS
---- --- --------------------
<S> <C> <C>
Richard W. Furst, Dean 59 Professor of Finance and Dean, Carol
Martin Gatton College of Business and
Economics, University of Kentucky, since
1981; Director, The Seed Corporation
(restaurant group), since 1990; Director,
Foam Design, Inc. (manufacturer of
industrial and commercial foam products),
since 1993; Trustee, Armada Funds, since
June 1990.
Gerald L. Gherlein 60 Executive Vice-President and General
Counsel, Eaton Corporation (global
manufacturing), since 1991; Trustee,
Meridia Health System (four hospital
health system), from 1994 to 1998;
Trustee, WVIZ Educational Television
(public television); Trustee, Armada
Funds, since July 1997.
Herbert R. Martens, Jr.* 45 Executive Vice President, National City
Corporation (bank holding company), since
July 1997; Chairman, President and Chief
Executive Officer, NatCity Investments,
Inc. (investment banking), since July
1995; President and Chief Executive
Officer, Raffensperger, Hughes & Co.
(broker-dealer), from 1993 until 1995;
President, Reserve Capital Group, from
1990 until 1993; President, since July
1997 and Trustee, since November 1997 of
Armada Funds.
J. William Pullen 59 President and Chief Executive Officer,
Whayne Supply Co. (engine and heavy
equipment distribution), since 1986;
President and Chief Executive Officer,
American Contractors Rentals & Sales
(rental subsidiary of Whayne Supply Co.),
since 1988; Trustee of Armada Funds,
since November 1993.
</TABLE>
- ---------------
* Mr. Carter is an "interested person" of the Trust, as defined in the 1940 Act,
due to his ownership of 7200 shares of stock of National City Corporation, the
parent corporation of First of America, the Funds' investment adviser. Mr.
Martens is an "interested person" because (1) he is an Executive Vice
President of National City Corporation, (2) he owns shares of common stock and
options to purchase common stock of National City Corporation, and (3) he is
the Chief Executive Officer of NatCity Investments, Inc., a broker-dealer
affiliated with First of America.
25
<PAGE> 28
Until October 1997, Mr. Farling was a director of National City Bank, an
affiliate of First of America. Mr. Farling also was a shareholder of National
City Corporation during the past five years.
The Board of Trustees held four regular and one special meeting during the
last full fiscal year. The Trust does not have standing committees of the Board
of Trustees. During the fiscal year ended May 31, 1998, none of the nominees
served on the Board of Trustees or was compensated by the Trust. Set forth below
is the compensation received by the nominees from the Armada Funds, a member of
the same "Fund Complex" as that term is defined in the Investment Company Act of
1940 (the "1940 Act"). Each trustee will receive an annual fee of $10,000 plus
$2500 for each Board meeting attended and will be reimbursed for reasonable
expenses incurred in attending meetings. The trustees and officers of the Trust
own less than 1% of the outstanding Shares of the Trust and less than 1% of the
outstanding Shares of each of the Funds.
<TABLE>
<CAPTION>
AGGREGATE PENSION OR ESTIMATED TOTAL COMPENSATION
COMPENSATION FROM RETIREMENT ANNUAL BENEFITS FROM TRUST AND
NOMINEE TRUST BENEFITS UPON RETIREMENT FUND COMPLEX
------- ----------------- ---------- --------------- ------------------
<S> <C> <C> <C> <C>
Robert D. Neary -0- -0- -0- $31,500.00
Leigh Carter -0- -0- -0- $27,750.00
John F. Durkott -0- -0- -0- $27,750.00
Robert J. Farling -0- -0- -0- $20,875.00
Richard W. Furst -0- -0- -0- $27,750.00
Gerald L. Gherlein -0- -0- -0- $27,750.00
Herbert R. Martens,
Jr. -0- -0- -0- -0-
J. William Pullen -0- -0- -0- $24,750.00
</TABLE>
OFFICERS.
Officers of the Trust are elected by, and serve at the pleasure of, the
Board. Officers of the Trust receive no remuneration from the Trust for their
services in such capacities. The following table sets forth certain information
about the Trust's officers:
26
<PAGE> 29
<TABLE>
<CAPTION>
POSITION
WITH
OFFICER THE PRINCIPAL OCCUPATION
NAME SINCE TRUST DURING PAST 5 YEARS
---- ------- -------- --------------------
<S> <C> <C> <C>
Herbert R. Martens, May 14, 1998 President Executive Vice President,
Jr. National City Corporation
Age 45 (bank holding company),
since July 1997; Chairman,
President and Chief
Executive Officer, NatCity
Investments, Inc.
(investment banking),
since July 1995; President
and Chief Executive
Officer, Raffensberger,
Hughes & Co.
(broker-dealer), from 1993
until 1995; President,
Reserve Capital Group,
from 1990 until 1993;
President, since July 1997
and Trustee, since
November 1997, of the
Armada Funds.
W. Bruce McConnel, III April 21, 1998 Secretary Partner of the law firm
Age 54 Drinker Biddle & Reath LLP
Philadelphia,
Pennsylvania.
Gary Tenkman May 14, 1998 Treasurer Director of Financial
Age 27 Services, BISYS Fund
Services since April 1998;
Formerly, Audit Manager,
Ernst & Young LLP.
</TABLE>
Mr. Martens is employed by National City Corporation, the parent
corporation to First of America, which receives fees as an investment adviser to
the Trust. Mr. McConnel is a partner of the law firm Drinker Biddle & Reath LLP,
which receives fees as counsel to the Trust. Mr. Tenkman is employed by BISYS,
which receives fees as administrator, distributor, transfer agent and dividend
disbursing agent to the Trust.
27
<PAGE> 30
APPROVAL OF PROPOSAL 1
In order for Proposal 1 to be adopted, it must be approved by a plurality
of the votes cast by shareholders of the Trust. All shareholders of all Funds
will vote together.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE ELECTION OF EACH NOMINEE TO THE BOARD OF TRUSTEES.
PROPOSAL 2: TO APPROVE A CHANGE IN EACH
FUND'S FUNDAMENTAL INVESTMENT OBJECTIVE TO MAKE
SUCH OBJECTIVE NON-FUNDAMENTAL.
Currently, the investment objective of each Fund is fundamental, and may be
changed only upon the approval of its shareholders. A non-fundamental investment
objective may be changed by the Board of Trustees, without the approval of
shareholders. The Trustees believe that the change in each Fund's objective to
non-fundamental will benefit each Fund by providing increased flexibility in
investing the Fund's assets in response to regulatory and market developments
affecting a Fund's investments. Rendering the investment objectives
non-fundamental would avoid the delay and expense of a shareholder vote in the
event that circumstances should change such that the Board of Trustees deemed
the current objective to be no longer in the best interests of the particular
Fund's shareholders. Neither the 1940 Act nor state securities laws require a
Fund's investment objective to be fundamental. The Trustees have no present
intention of changing the investment objective of any Fund; however, if the
proposal is approved, the Board of Trustees may do so in the future.
28
<PAGE> 31
<TABLE>
<CAPTION>
PROPOSED NEW
CURRENT INVESTMENT OBJECTIVE INVESTMENT OBJECTIVE
---------------------------- --------------------
<S> <C>
(A) SMALL CAPITALIZATION FUND
The Fund seeks growth of capital This investment objective would
by investing primarily in a be made non-fundamental.
diversified portfolio of common
stocks and securities
convertible into common stocks
of small- to medium-sized
companies.
(B) MID CAPITALIZATION FUND
The Fund seeks growth of capital This investment objective would
by investing primarily in a be made non-fundamental.
diversified portfolio of common
stocks and securities
convertible into common stocks.
(C) LARGE CAPITALIZATION FUND
The Fund seeks growth of capital This investment objective would
by investing primarily in a be made non-fundamental.
diversified portfolio of common
stocks and securities
convertible into common stocks
of companies with large market
capitalization.
(D) INTERNATIONAL DISCOVERY FUND
The Fund seeks long-term growth This investment objective would
of capital. be made non-fundamental.
(E) EQUITY INCOME FUND
The Fund primarily seeks current This investment objective would
income by investing in a be made non-fundamental.
diversified portfolio of high
quality, dividend-paying common
stocks and securities
convertible into common stocks;
a secondary objective is growth
of capital.
(F) CONSERVATIVE ALLOCATION FUND
The Fund seeks current income and This investment objective would
conservation of capital, with a be made non-fundamental.
secondary objective of
long-term capital growth.
</TABLE>
29
<PAGE> 32
<TABLE>
<CAPTION>
PROPOSED NEW
CURRENT INVESTMENT OBJECTIVE INVESTMENT OBJECTIVE
---------------------------- --------------------
<S> <C>
(G) BALANCED ALLOCATION FUND
The Fund seeks current income, This investment objective would
long-term capital growth and be made non-fundamental.
conservation of capital.
(H) AGGRESSIVE ALLOCATION FUND
The Fund seeks capital This investment objective would
appreciation and income growth. be made non-fundamental.
(I) BOND FUND
The Fund seeks to provide current This investment objective would
income as well as preservation be made non-fundamental.
of capital by investing in a
portfolio of high- and
medium-grade fixed-income
securities.
(J) LIMITED MATURITY BOND FUND
The Fund seeks to provide current This investment objective would
income as well as preservation be made non-fundamental.
of capital by investing in a
portfolio of high- and
medium-grade fixed-income
securities with remaining
maturities of six years or
less.
(K) INTERMEDIATE GOVERNMENT OBLIGATIONS FUND
The Fund seeks to provide current This investment objective would
income with preservation of be made non-fundamental.
capital by investing in U.S.
government securities with
remaining maturities of 12
years or less.
(L) U.S. GOVERNMENT INCOME FUND
The Fund seeks to provide This investment objective would
shareholders with a high level be made non-fundamental.
of current income consistent
with prudent investment risk.
(M) MUNICIPAL BOND FUND
The Fund seeks to provide current This investment objective would
interest income which is exempt be made non-fundamental.
from federal income taxes and
preservation of capital.
</TABLE>
30
<PAGE> 33
<TABLE>
<CAPTION>
PROPOSED NEW
CURRENT INVESTMENT OBJECTIVE INVESTMENT OBJECTIVE
---------------------------- --------------------
<S> <C>
(N) MICHIGAN MUNICIPAL BOND FUND
The Fund seeks income which is This investment objective would
exempt from federal income tax be made non-fundamental.
and Michigan state income and
intangibles tax, although such
income may be subject to the
federal alternative minimum tax
when received by certain
shareholders; also seeks
preservation of capital.
(O) PRIME OBLIGATIONS FUND
The Fund seeks to provide current This investment objective would
income, with liquidity and be made non-fundamental.
stability of principal.
(P) U.S. GOVERNMENT OBLIGATIONS FUND
The Fund seeks to provide current This investment objective would
income, with liquidity and be made non-fundamental.
stability of principal.
(Q) TREASURY FUND
The Fund seeks to provide current This investment objective would
income, with liquidity and be made non-fundamental.
stability of principal.
(R) TAX-FREE FUND
The Fund seeks to provide current This investment objective would
interest income free from be made non-fundamental.
federal income taxes,
preservation of capital and
relative stability of
principal.
</TABLE>
APPROVAL OF PROPOSAL 2
In order for Proposal 2(a), (b), (c), (d), (e), (f), (g), (h), (i), (j),
(k), (l), (m), (n), (o), (p), (q) or (r) to be adopted for a particular Fund, it
must be approved by a majority of the outstanding Shares of that Fund. Shares of
each Fund will be voted separately on a Fund-by-Fund basis.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE CHANGING OF THE FUNDAMENTAL INVESTMENT OBJECTIVES AS SET FORTH IN PROPOSAL
2.
31
<PAGE> 34
PROPOSAL 3: TO APPROVE CHANGES TO THE FUNDAMENTAL INVESTMENT POLICIES AND
LIMITATIONS OF THE FUNDS
Certain investment policies and limitations of the Funds are matters of
fundamental policy and may not be changed with respect to a particular Fund
without the approval of its shareholders. First of America, the Trust's
investment adviser, has recommended to the Board of Trustees that certain
fundamental investment policies and limitations of the Funds be amended as shown
below. The proposed changes would conform the fundamental investment policies
and limitations of the Funds to those currently in place for corresponding
investment funds of Armada Funds. This will allow the investment advisers of the
two fund complexes, who comprise the Asset Management Group of National City
Corporation, to manage their portfolios of investments in a more streamlined and
efficient manner. The Trustees believe that the proposal is in the best
interests of each Fund's shareholders.
PROPOSAL 3(A)
AMENDMENT TO THE FUNDS' FUNDAMENTAL INVESTMENT LIMITATION
ON UNDERWRITING ACTIVITIES
FOR EACH OF THE FUNDS:
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
None of the Funds will underwrite No Fund may act as an underwriter
the securities issued by other of securities within the meaning
persons, except to the extent that of the Securities Act of 1933
a Fund may be deemed to be an except insofar as it might be
underwriter under certain deemed to be an underwriter upon
securities laws in the disposition the disposition of portfolio
of "restricted securities." securities acquired within the
limitation on purchases of
illiquid securities and except to
the extent that the purchase of
obligations directly from the
issuer thereof in accordance with
its investment objective, policies
and limitations may be deemed to
be underwriting.
</TABLE>
EXPLANATION OF PROPOSED CHANGE: The proposed change would modernize and
make the language of this limitation uniform among the Funds and corresponding
investment funds of Armada Funds.
32
<PAGE> 35
PROPOSAL 3(B)
AMENDMENT TO THE FUNDS' FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING REAL ESTATE RELATED TRANSACTIONS
FOR EACH OF THE FUNDS:
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
None of the Funds will purchase or No Fund may purchase or sell real
sell real estate (although estate, except that it may
investments in marketable purchase securities of issuers
securities of companies engaged in which deal in real estate and may
such activities and securities purchase securities which are
secured by real estate or secured by interests in real
interests therein are not estate.
prohibited by this restriction).
</TABLE>
EXPLANATION OF PROPOSED CHANGE: The proposed change would modernize and
make uniform the language of this limitation among the Funds and corresponding
investment funds of Armada Funds.
PROPOSAL 3(C)
AMENDMENT TO THE FUNDS' FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING COMMODITIES
FOR EACH OF THE FUNDS:
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
None of the Funds will purchase or No Fund may invest in commodities,
sell commodities or commodities except that as consistent with its
contracts except, to the extent investment objective and policies
disclosed in the current the Fund may: (a) purchase and
Prospectus of the Fund. sell options, forward contracts,
futures contracts, including
without limitation those relating
to indices; (b) purchase and sell
options on futures contracts or
indices; and (c) purchase publicly
traded securities of companies
engaging in whole or in part in
such activities.
</TABLE>
EXPLANATION OF PROPOSED CHANGE: The proposed amendment would modernize and
make uniform among the Funds and corresponding investment funds of Armada Funds
the language addressing the Funds' investments in commodities but is not
intended to signify a change in the Funds' approach to investing in commodities.
The Funds do not intend to engage in the selling of commodities such as pork,
corn and wheat futures or related commodity contracts other than financial
instruments.
33
<PAGE> 36
PROPOSAL 3(D)
AMENDMENT TO THE FUNDS' FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING INDUSTRY CONCENTRATION
FOR EACH OF THE FUNDS:
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
None of the Funds will purchase No Fund may purchase any
any securities which would cause securities which would cause 25%
more than 25% of the value of the or more of the value of its total
Fund's total assets at the time of assets at the time of purchase to
purchase to be invested in be invested in the securities of
securities of one or more issuers one or more issuers conducting
conducting their principal their principal that: (a) there is
business activities in the same no limitation with respect to
industry, provided that: (a) there obligations issued or guaranteed
is no limitation with respect to by the U.S. government, any state,
obligations issued or guaranteed territory or possession of the
by the U.S. government or its United States, the District of
agencies or instrumentalities and Columbia or any of their
repurchase agreements secured by authorities, agencies,
obligations of the U.S. government instrumentalities or political
or its agencies or subdivisions, and repurchase
instrumentalities; (b) wholly- agreements secured by such
owned finance companies will be instruments, or in the case of the
considered to be in the industries Prime Obligations, U.S. Government
of their parents if their Obligations, Treasury and Tax-Free
activities are primarily related Funds, domestic bank obligations
to financing the activities of and repurchase agreements secured
their parents; and (c) utilities by such obligations; (b) wholly-
will be divided according to their owned finance companies will be
services. For example, gas, gas considered to be in the industries
transmission, electric and gas, of their parents if their
electric, and telephone will each activities are primarily related
be considered a separate industry. to financing the activities of the
parents; (c) utilities will be
divided according to their
services, for example, gas, gas
transmission, electric and gas,
electric, and telephone will each
be considered a separate industry;
and (d) personal credit and
business credit businesses will be
considered separate industries.
</TABLE>
For purposes of the above investment limitations, the Funds treat all
supranational organizations as a single industry and each foreign government
(and all its agencies) as a separate industry. In addition, a security is
considered to be issued by the government entity (or entities) whose assets and
revenues back the security.
34
<PAGE> 37
MICHIGAN MUNICIPAL BOND FUND: For purposes of the above investment
limitations, a security is considered to be issued by the governmental entity
(or entities) whose assets and revenues back the security, or, with respect to a
private activity bond that is backed only by the assets and revenues of a non-
governmental user, a security is considered to be issued by such
non-governmental user.
EXPLANATION OF PROPOSED CHANGE: The proposed amendment would modernize and
make uniform the language of this limitation among the Funds and corresponding
investment funds of Armada Funds.
PROPOSAL 3(E)
AMENDMENT TO THE FUNDS' INVESTMENT LIMITATION
CONCERNING LOANS
FOR EACH OF THE FUNDS:
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
None of the Funds will make loans, No Fund may make loans, except
except that a Fund may purchase or that each Fund may purchase and
hold debt instruments and lend hold debt instruments and enter
portfolio securities in accordance into repurchase agreements in
with its investment objective and accordance with its investment
policies, make time deposits with objective and policies and may
financial institutions and enter lend portfolio securities in an
into repurchase agreements. amount not exceeding one-third of
its total assets.
</TABLE>
EXPLANATION OF PROPOSED CHANGE: The proposed amendment would modernize the
language of this limitation and conform it to provisions of the 1940 Act. It
would permit those transactions which are not prohibited by current regulatory
interpretations.
35
<PAGE> 38
PROPOSAL 3(F)
AMENDMENT TO THE FUNDS' INVESTMENT LIMITATION
CONCERNING BORROWING AND THE ISSUANCE OF SENIOR SECURITIES
FOR EACH OF THE FUNDS:
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
None of the Funds will (a) borrow No Fund may borrow money, issue
money (not including reverse senior securities or mortgage,
repurchase agreements or dollar pledge or hypothecate its assets
roll agreements), except that each except to the extent permitted
Fund may borrow from banks for under the 1940 Act.
temporary or emergency purposes As a non-fundamental policy, no
and then only in amounts up to 30% Fund will purchase securities
(10% in the case of the Prime while its outstanding borrowings
Obligations Fund, U.S. Government (including reverse repurchase
Obligations Fund, Treasury Fund agreements) are in excess of 5% of
and Tax-Free Fund (collectively its total assets. Securities held
the "Money Market Funds")) of its in escrow or in separate accounts
total assets at the time of in connection with a Fund's
borrowing (and provided that such investment practices described in
bank borrowings, reverse the Fund's Prospectus or Statement
repurchase agreements and dollar of Additional Information are not
roll agreements do not exceed in deemed to be pledged for purposes
the aggregate one-third of the of this limitation.
Fund's total assets less
liabilities other than the
obligations represented by the
bank borrowings, reverse
repurchase agreements and dollar
roll agreements), or mortgage,
pledge or hypothecate any assets
except in connection with a bank
borrowing in amounts not to exceed
30% of the Fund's net assets at
the time of borrowing; (b) enter
into reverse repurchase
agreements, dollar roll agreements
and other permitted borrowings in
amounts exceeding in the aggregate
one-third of the Fund's total
assets less liabilities other than
the obligations represented by
such reverse repurchase and dollar
roll agreements; and (c) issue
senior securities except as
permitted by the 1940 Act or any
rule, order or interpretation
thereunder.
</TABLE>
36
<PAGE> 39
EXPLANATION OF PROPOSED CHANGE: The proposed amendment would clarify and
modernize the limitations concerning borrowing and the issuance of senior
securities, and conform them to provisions of the 1940 Act, and the limitations
currently in place for the corresponding funds of Armada Funds. The proposed
amendment would allow those transactions which are not prohibited by current
regulatory interpretations. It would also expand the Money Market Funds' power
to borrow money from 10% to 33% of their total assets at the time of a
borrowing. Although the proposed change would provide increased flexibility with
respect to borrowing by the Money Market Funds, such Funds do not currently
intend to borrow money in excess of 10% of their total assets.
Additionally, the Funds will adopt a non-fundamental policy which prevents
the purchase of securities while a Fund's borrowings are in excess of 5% of a
Fund's total assets. As a non-fundamental policy, the Board of Trustees may
change it without the approval of shareholders. So long as the Board of Trustees
does not change this non-fundamental limitation, this limitation will limit each
Fund's ability to borrow money for purposes of investment leverage. The Funds
have no present intention to use investment leverage. If they did so at some
time in the future, however, such leverage could increase the opportunity for
greater total return, but also increase the risk of loss if securities purchased
with borrowed funds decline in value. Borrowed funds are subject to interest
costs.
37
<PAGE> 40
PROPOSAL 3(G)
AMENDMENT TO THE FUNDS' INVESTMENT LIMITATION CONCERNING ISSUER
DIVERSIFICATION
For each of the Non-Money Market Funds other than the Michigan Municipal
Bond Fund (the Small Capitalization Fund, Mid Capitalization Fund, Large
Capitalization Fund, International Discovery Fund, Equity Income Fund,
Conservative Allocation Fund, Balanced Allocation Fund, Aggressive Allocation
Fund, Bond Fund, Limited Maturity Bond Fund, Intermediate Government Obligations
Fund, U.S. Government Income Fund, Municipal Bond Fund and Michigan Municipal
Bond Fund are collectively the "Non-Money Market Funds"):
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
None of the Non-Money Market No Non-Money Market Fund may
Funds, with the exception of the purchase securities of any one
Michigan Municipal Bond Fund, may issuer, other than securities
purchase securities of any one issued or guaranteed by the U.S.
issuer, other than obligations government or its agencies or
issued or guaranteed by the U.S. instrumentalities, if, immediately
government or its agencies or after such purchase, more than 5%
instrumentalities, if, immediately of the value of the Fund's total
after such purchase, more than 5% assets would be invested in such
of the value of the Fund's total issuer or the Fund would hold more
assets would be invested in such than 10% of any class of
issuer, or the Fund would hold securities of the issuer or more
more than 10% of the outstanding than 10% of the outstanding voting
voting securities of the issuer, securities of the issuer, except
except that 25% or less of the that up to 25% of the value of the
value of such Fund's total assets Fund's total assets may be
may be invested without regard to invested without regard to such
such limitations. There is no limitations.
limit to the percentage of assets
that may be invested in U.S.
Treasury bills, notes, or other
obligations issued or guaranteed
by the U.S. government or its
agencies or instrumentalities.
</TABLE>
EXPLANATION OF PROPOSED CHANGE: The proposed amendment would make the
language of this limitation uniform among the Funds (other than the Michigan
Municipal Bond Fund, which is a non-diversified investment fund) and
corresponding investment funds of Armada Funds.
38
<PAGE> 41
APPROVAL OF PROPOSAL 3
In order for Proposal 3(a), (b), (c), (d), (e), (f) and (g) to be adopted
for a particular Fund, it must be approved by a majority of the outstanding
Shares of that Fund. Shares of each Fund affected will be voted separately on a
Fund-by-Fund basis.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE CHANGING OF THE FUNDAMENTAL INVESTMENT POLICIES AND LIMITATIONS AS SET FORTH
IN PROPOSAL 3.
PROPOSAL 4:
TO APPROVE A CHANGE IN THE FOLLOWING FUNDAMENTAL INVESTMENT POLICIES AND
LIMITATIONS OF THE FUNDS
TO MAKE SUCH POLICIES AND LIMITATIONS
NON-FUNDAMENTAL.
The following proposals would change certain fundamental investment
policies and limitations of the Funds to non-fundamental investment policies and
limitations. Unlike a fundamental policy or limitation, a non-fundamental
investment policy or limitation may be changed without the approval of
shareholders. These proposed changes would avoid the delay and expense of a
shareholder vote in the event that the permissible guidelines for such
investments or the financial markets change in the future. Neither the 1940 Act
nor state securities laws require such policies to be fundamental. The Trustees
have no present intention of changing the investment policies and limitations of
any Fund other than as proposed above; however, if this proposal is approved,
the Board of Trustees may do so in the future.
39
<PAGE> 42
PROPOSAL 4(A)
RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT LIMITATION
REGARDING PURCHASING SECURITIES ON MARGIN
FOR THE NON-MONEY MARKET FUNDS:
<TABLE>
<CAPTION>
CURRENT PROPOSED:
------- ---------
<S> <C>
None of the Non-Money Market Funds This limitation would be made non-
may purchase securities on margin, fundamental.
except for use of short-term
credit necessary for clearance of
purchases of portfolio securities
and except as may be necessary to
make margin payments in connection
with foreign currency futures and
other derivative securities
transactions
</TABLE>
FOR THE MONEY MARKET FUNDS:
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
None of the Money Market Funds may This limitation would be made non-
purchase securities on margin, fundamental.
except for use of short-term
credit necessary for clearance of
purchases of portfolio securities
</TABLE>
PROPOSAL 4(B)
RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT LIMITATION
REGARDING THE WRITING OR SELLING OF CALL OPTIONS.
FOR EACH OF THE FUNDS:
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
None of the Funds will write any This limitation would be made non-
call options on securities unless fundamental.
the securities are held by the
Fund or unless the Fund is
entitled to such securities in
deliverable form in exchange for
cash in an amount which has been
segregated for payment or without
further payment
</TABLE>
40
<PAGE> 43
PROPOSAL 4(C)
RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT LIMITATION
REGARDING INVESTMENTS IN SECURITIES OF ANY ONE ISSUER
THIS PROPOSAL IS APPLICABLE TO THE MICHIGAN MUNICIPAL BOND FUND ONLY:
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
The Michigan Municipal Bond Fund This limitation would be made non-
may not purchase securities of any fundamental.
one issuer, other than obligations
issued or guaranteed by the U.S.
government or its agencies or
instrumentalities, if, immediately
after such purchase, (a) more than
5% of the value of the Fund's
total assets (taken at current
value) would be invested in such
issuer (except that up to 50% of
the value of the Fund's total
assets may be invested without
regard to such 5% limitation), and
(b) more than 25% of its total
assets (taken at current value)
would be invested in the
securities of a single issuer
</TABLE>
APPROVAL OF PROPOSAL 4
In order for Proposal 4(a), (b) and (c) to be adopted for a particular
Fund, they must be approved by a majority of the outstanding Shares of that
Fund. Shares of each Fund affected will be voted separately on a Fund-by-Fund
basis.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE CHANGING OF THE FUNDAMENTAL INVESTMENT POLICIES AND LIMITATIONS SET FORTH IN
PROPOSAL 4 TO NON-FUNDAMENTAL POLICIES AND LIMITATIONS.
41
<PAGE> 44
INVESTMENT ADVISER AND SUB-ADVISER.
First of America, 303 North Rose Street, Suite 500, Kalamazoo, Michigan
49007 is the investment adviser to the Trust. The investment adviser is a part
of National City Bank's Asset Management Group and intends to conduct its
business under the name "National City Investment Management Company" in the
near future. Gulfstream Global Investors, Ltd., 100 Crescent Court, Suite 550,
Dallas, Texas 75201, serves as sub-adviser to the International Discovery Fund,
and the foreign securities portion of the assets of the Conservative Allocation
Fund, the Balanced Allocation Fund and the Aggressive Allocation Fund.
DISTRIBUTOR AND ADMINISTRATOR.
BISYS Fund Services Limited Partnership ("BISYS") located at 3435 Stelzer
Road, Columbus, Ohio 43219, serves as the Trust's distributor, administrator,
transfer agent and dividend disbursing agent; an affiliate of BISYS provides
fund accounting services.
INDEPENDENT AUDITORS.
PricewaterhouseCoopers LLP (the "Auditors"), serves as independent auditors
of the Trust and audited the Trust's operations for the fiscal year ended May
31, 1998. Shareholders are not herein requested to approve the selection of the
Auditors. Nevertheless, a representative of the Auditors is expected to be
available by telephone at the Meeting should any matter arise requiring
consultation with the Auditors. The Auditors will be given the opportunity to
make a statement if it chooses.
SHAREHOLDER PROPOSALS
The Trust is organized as a Massachusetts business trust. The Trust does
not hold annual meetings. The Trust's Declaration of Trust and Code of
Regulation provide that meetings of shareholders shall be called by the Trustees
upon the written request of shareholders owning at least twenty percent of the
outstanding Shares entitled to vote. Shareholders wishing to submit proposals
for inclusion in a proxy statement for a subsequent shareholder meeting should
send their written proposals to the Secretary of the Trust, c/o 3435 Stelzer
Road, Columbus, Ohio 43219 so that it is received at least 120 days before the
date of the meeting. Mere submission of a shareholder proposal does not
guarantee inclusion of the proposal in the proxy statement or presentation of
the proposal at the meeting since such inclusion and presentation are subject to
compliance with certain federal regulations.
42
<PAGE> 45
The management of the Trust does not know of any matters to be presented at
the Meeting, other than those set forth in this Proxy Statement.
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. YOU MAY ALSO FAX YOUR VOTED CARD(S) TO 1-888-451-8683 TO REGISTER
YOUR VOTE.
Dated: July 15, 1998
/s/ W. Bruce McConnel, III
W. Bruce McConnel, III
Secretary
43
<PAGE> 46
VOTE THIS PROXY CARD TODAY!
-----
THE PARKSTONE GROUP OF FUNDS
3435 STELZER ROAD
COLUMBUS, OHIO 43219
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE PARKSTONE GROUP OF FUNDS
(THE "TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE
BELOW-REFERENCED FUND OF THE TRUST TO BE HELD ON AUGUST 13, 1998 AT 8:30 A.M.
(EASTERN TIME) AT THE OFFICES OF BISYS FUND SERVICES LIMITED PARTNERSHIP, 3435
STELZER ROAD, COLUMBUS, OHIO 43219.
Please fold and detach card at perforation before mailing
FUND NAME PRINTS HERE SPECIAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Charles L. Booth and Bryan C. Haft and
each of them, attorneys and proxies of the undersigned each with the power of
substitution and resubstitution, to attend, vote and act for the undersigned at
the above-referenced Special Meeting of Shareholders, and at any adjournments
thereof, casting votes according to the dollar value of shares of the Fund which
the undersigned may be entitled to vote with respect to the proposals set forth
on the reverse side, and any other matters to come before the Special Meeting or
any adjournment thereof, in accordance with the specification indicated, if any,
and with all the powers which the undersigned would possess if personally
present, hereby revoking any prior proxy to vote at such Special Meeting, and
hereby ratifying and confirming all that said attorneys and proxies, or each of
them, may lawfully do by virtue hereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED JULY 15,
1998.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
---------------------------------------------
---------------------------------------------
Signature(s), (Title(s), if applicable)
Please sign above exactly as name(s)
appear(s) hereon. Corporate or partnership
proxies should be signed in full corporate or
partnership name by an authorized officer.
Each joint owner should sign personally. When
signing as a fiduciary, please give full
title as such.
DATE: ________________, 1998
<PAGE> 47
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW. NOTE: ALL FUNDS VOTE FOR
THE ELECTION OF TRUSTEES AND FOR ALL PROPOSALS EXCEPT PROPOSALS 3(G) AND 4(C)
WHICH APPLY TO THE MICHIGAN BOND FUND ONLY.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST ON BEHALF OF THE
FUND. THE MEETING WILL BE HELD ON AUGUST 13, 1998 AT 8:30 A.M. (EASTERN TIME) AT
THE OFFICES OF BISYS FUND SERVICES LIMITED PARTNERSHIP, 3435 STELZER ROAD,
COLUMBUS, OHIO 43219. PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.E~THIS PROXY WILL
BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE TAKEN ON THE
FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS PROXY WILL BE
VOTED IN FAVOR OF THE PROPOSALS.
Please fold and detach card at perforation before mailing
<TABLE>
<S> <C> <C>
FOR WITHHOLD AUTHORITY
ALL to vote for all nominees
listed below.
1. Election of Trustees Robert D. Neary, Leigh Carter, John F. Durkott, Robert [ ] [ ]
J. Farling, Richard W. Furst, Gerald L. Gherlein, Herbert R. Martens, Jr., J.
William Pullen
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL NOMINEE, PRINT HIS NAME
ON THE LINE BELOW.
- -----------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. To approve a change in each Fund's fundamental investment objective to make [ ] [ ] [ ]
such objective non-fundamental.
3. To approve changes to the following fundamental investment limitations of the
Funds.
(3a) limitation on underwriting activities; FOR ALL AGAINST ALL ABSTAIN ALL
(3b) limitation on real estate related transactions; EXCEPT AS
(3c) limitation on investment in commodities; MARKED BELOW
(3d) limitation regarding industry concentration; [ ] [ ] [ ]
(3e) limitation on loans;
(3f) limitation on borrowing and the issuance of senior securities; and
(3g) For The Michigan Municipal Bond Fund only. limitation on issuer diversification
TO VOTE AGAINST A PARTICULAR PROPOSED CHANGE, APPLICABLE TO YOUR FUND, WRITE THE
SUB-PROPOSAL NUMBER ON THE LINE BELOW.
- -----------------------------------------------------------------------------
4. To approve a change in the following fundamental investment policies and FOR AGAINST ABSTAIN
limitations of certain Funds to non-fundamental policies and limitations: [ ] [ ] [ ] 4a.
(4a) limitation on purchasing securities on margin [ ] [ ] [ ] 4b.
[ ] [ ] [ ] 4c.
(4b) limitation on writing or selling call options
(4c) For The Michigan Municipal Bond Fund only. limitation regarding
investments in securities of any one issuer applicable to the Michigan
Municipal Bond Fund, which is classified as a non-diversified fund
under the Investment Company Act of 1940, as amended (the "1940 Act")
5. To transact such other business as may properly come before the Special
Meeting or any adjournment thereof for any affected funds
</TABLE>
