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 (Amendment No. )
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 Woodward Funds and The Woodward Variable Annuity Fund
---------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
---------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if
other than Registrant)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies: ______
(2) Aggregate number of securities to which transaction applies: _________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined): _______
(4) Proposed maximum aggregate value of transaction: _____________________
(5) Total fee paid: ______________________________________________________
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ______________________________________________
(2) Form, Schedule or Registration Statement No.: ________________________
(3) Filing Party: ________________________________________________________
(4) Date Filed: __________________________________________________________
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THE WOODWARD FUNDS
c/o NBD Bank
900 Tower Drive
P.O. Box 7058
Troy, Michigan 48007-7058
June 4, 1996
Dear Shareholders of The Woodward Funds
and The Woodward Variable Annuity Fund:
The Boards of Trustees of The Woodward Funds and The Woodward Variable
Annuity Fund have called special shareholders meetings concerning matters that
are important to you.
As you may be aware, NBD Bancorp, Inc. and First Chicago Corporation
merged effective December 1, 1995. As a result, the new combined
organization has taken steps to consolidate the mutual fund investment
activities of both of the prior organizations. The Trustees of your funds
believe that this consolidation will result in positive benefits for the
shareholders of both The Woodward Funds and The Woodward Variable Annuity
Fund.
The consolidation will bring together The Woodward Funds which up to
now has been advised by NBD Bank ("NBD") and the several funds of the
Prairie Funds which up to now have been advised by First Chicago Investment
Management Company ("FCIMCO"). The consolidation provides an opportunity for
eliminating redundant administration of the two families of mutual funds, for
making NBD and FCIMCO the co-investment advisers of the combined funds, for
adjusting some of the investment policies of The Woodward Funds to make them
parallel with investment objectives and policies of the Prairie Funds, and
otherwise to render the combined entity more efficient and more consistent
with modern practices. These matters are reflected in the seven proposals that
will be presented at the meetings of shareholders.
Proposal 1 seeks the approval of the shareholders of new investment
advisory agreements. These new investment advisory agreements provide for NBD
and FCIMCO to become co-investment advisers. Incident to the new investment
advisory agreements, the fee structure will be altered, primarily to separate
out those functions which have been performed by NBD which were
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investment advisory in nature from those functions which were administrative
in nature.
Proposals 2, 3, 4, and 5 all relate to various aspects of what up to
now have been fundamental investment policies and limitations of our funds or
individual portfolios of one or more of our funds. One of the purposes of
Proposals 2, 3, 4, and 5 is to provide the Trustees with additional power to
make changes in investment policies and limitations so as to provide
additional flexibility that is common among many mutual funds. If these
proposals are approved by the shareholders, many of the policies of the funds
which up to now have been regarded as fundamental policies which could only be
changed by vote of the shareholders may be changed by the action of the
Trustees. The Trustees have no current intention of making significant changes
in the management of the funds. Any changes which require Board approval
would, of course, be submitted to the Trustees for their advance
consideration.
Proposal 6 relates to the election to the Boards of Trustees of John
P. Gould and Marilyn McCoy, who have been trustees of the Prairie Funds. It is
expected that at the time the consolidation becomes effective Eugene C. Yehle
and I will each retire as Trustees and therefore thereafter the Board of
Trustees, if Mr. Gould and Ms. McCoy are elected, will consist of seven
persons, each of whom will have been elected by the shareholders.
Proposal 7 seeks an amendment to the Amended and Restated Declaration
of Trust of The Woodward Funds. The Amendment would reduce from two-thirds to
a majority the percentage of shares required to consent to a merger or
consolidation of The Woodward Funds and would transfer from a vote of the
shareholders to a decision of the Trustees the power to terminate the Trust.
Your attention is invited to the following:
o The aggregate value of the shares you held before the
consolidation will not change and will be the same immediately
after the consolidation.
o The consolidation will be tax-free and will not involve
any sales loads, commissions or transaction charges.
o The investment objectives and policies of your fund will be
substantially similar to your fund's current objectives and
policies except as stated in the accompanying Proxy Statement
in detail.
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The Trustees believe that adoption of the seven proposals will assist
in the ongoing operation of The Woodward Funds and The Woodward Variable
Annuity Fund. The Boards of Trustees have voted unanimously in favor of the
proposals and recommend that you vote "For" the proposals as well. You should
read the enclosed Proxy Statement carefully for additional details. Included
among the materials being forwarded to you is a proxy card or cards. Please
vote and return each Proxy Card enclosed.
Sincerely,
/s/ Earl I. Heenan, Jr.
Earl I. Heenan, Jr.
Chairman and President
Enclosure
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THE WOODWARD FUNDS AND THE WOODWARD VARIABLE ANNUITY FUND
900 Tower Drive
P.O. Box 7058
Troy, Michigan 48007-7058
800-626-7091
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
To Be Held On July 10, 1996
TO THE SHAREHOLDERS OF THE WOODWARD FUNDS AND THE WOODWARD
VARIABLE ANNUITY FUND:
NOTICE IS HEREBY GIVEN that Special Meetings of Shareholders (the
"Meetings") of each of the funds listed below (each a "Fund" and collectively,
the "Funds") of The Woodward Funds (the "Woodward Trust") and The Woodward
Variable Annuity Fund (the "Woodward VA Trust") will be held on July 10, 1996
at 10:30 a.m. Eastern Time in the Detroit Club, Family Dining Room, 712 Cass
Avenue, Detroit, Michigan. The Woodward Trust and the Woodward VA Trust are
together referred to herein as the "Trusts." The Funds of the Woodward Trust
are the following: Money Market Fund, Treasury Money Market Fund, Tax-Exempt
Money Market Fund, Michigan Tax-Exempt Money Market Fund, Bond Fund,
Intermediate Bond Fund, Short Bond Fund, Municipal Bond Fund, Michigan
Municipal Bond Fund, Growth/Value Fund, Opportunity Fund, Intrinsic Value
Fund, Capital Growth Fund, Balanced Fund, Equity Index Fund and International
Equity Fund. (Shareholders of the Government Fund are receiving separate
materials.) The Funds of Woodward VA Trust are the following: Balanced Fund
("VA Balanced Fund"), Growth/Value Fund ("VA Growth/Value Fund"), Opportunity
Fund ("VA Opportunity Fund"), Capital Growth Fund ("VA Capital Growth Fund")
and Money Market Fund ("VA Money Market Fund").
The Meetings will be held with respect to the Funds for the following
purposes:
Proposal 1. To approve a new investment advisory agreement ("New
Advisory Agreement") between each of the Woodward Trust
and the Woodward VA Trust, NBD Bank ("NBD") and First
Chicago Investment Management Company ("FCIMCO").
Proposal 2. To approve a change to the fundamental investment
limitations of each Fund of the Woodward Trust and the
Woodward VA Trust with regard to the following:
a) investment in commodities;
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b) an expanded power to borrow;
c) issuing senior securities.
Proposal 3. To approve a change to the fundamental investment
policies and limitations of certain Funds of the Trusts
as follows:
a) to approve a change of the diversification policy
of the International Equity and Municipal Bond
Funds from a diversified policy to a
non-diversified policy;
b) to approve the removal of the 20% limitation on
investment in private activity bonds the interest
on which is an item of tax preference for purposes
of the federal alternative minimum tax ("AMT
Paper") with respect to the Tax-Exempt Money Market
and the Michigan Tax-Exempt Money Market Funds;
c) to approve a change to the fundamental investment
limitation concerning concentration of investments
in a particular industry with respect to the Funds
of the Trusts.
Proposal 4. To approve a change of the following fundamental
investment policies and limitations to non-fundamental
policies and limitations of Funds of the Trusts:
a) limitation prohibiting the Michigan Municipal Bond
Fund and Michigan Tax-Exempt Money Market Fund from
investing, with respect to 50% of their total
assets, more than 5% of their assets in the
securities of any one issuer;
b) limitation on investment in other investment
companies with respect to each of the Funds;
c) limitation on illiquid securities with respect to
each of the Funds;
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d) limitation on purchasing securities on margin with
respect to each of the Funds;
e) limitation on purchasing securities of companies
for the purpose of exercising control with respect
to each of the Funds;
f) limitation on writing or selling put options, call
options, straddles, spreads, or any combinations
thereof with respect to the Bond, Short Bond,
Municipal Bond, Michigan Municipal Bond,
Growth/Value, Opportunity, Intrinsic Value, Capital
Growth, Balanced, Equity Index, International
Equity, VA Balanced, VA Growth/Value, VA
Opportunity, and VA Capital Growth Funds.
Proposal 5. To approve certain changes to the fundamental
investment objectives of the (a) Growth/Value and VA
Growth/Value Funds, (b) Opportunity and VA Opportunity
Funds, (c) Capital Growth and VA Capital Growth Funds,
and (d) International Equity Fund.
Proposal 6. To ratify the appointment of two Trustees to the
Board of Trustees of the Woodward Trust and to the Board
of Trustees of the Woodward VA Trust.
Proposal 7. To approve amendments to the Woodward Trust's Amended
and Restated Declaration of Trust.
Proposal 8. To transact such other business as may properly come
before the Meetings 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 April
11, 1996 are entitled to notice of, and to vote at, the Meetings or any
adjournment thereof.
YOUR TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF THE PROPOSALS.
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SHAREHOLDERS ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE THE ACCOMPANYING PROXY CARD OR CARDS WHICH ARE BEING SOLICITED BY THE
TRUSTS' BOARDS OF TRUSTEES. THIS IS IMPORTANT FOR THE PURPOSE OF ENSURING A
QUORUM AT THE MEETINGS. 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 TRUSTS' SECRETARY, OR BY WITHDRAWING THE
PROXY AND VOTING IN PERSON AT THE MEETINGS.
W. Bruce McConnel, III
Secretary
June 4, 1996
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<PAGE>
THE WOODWARD FUNDS AND THE WOODWARD VARIABLE ANNUITY FUND
900 Tower Drive
P.O. Box 7058
Troy, Michigan 48007-7058
800-626-7091
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Boards of Trustees (each a "Board" and collectively the
"Boards") of The Woodward Funds (the "Woodward Trust") and The Woodward
Variable Annuity Fund (the "Woodward VA Trust") (collectively, together, the
"Trusts") for use at the Special Meetings of Shareholders of the Trusts (the
"Meetings") to be held on July 10, 1996 at 10:30 a.m. Eastern Time at the
Detroit Club, Family Dining Room, 712 Cass Avenue, Detroit, Michigan.
The meetings are being held and votes on the proposals outlined below
are being solicited in connection with the recently completed merger (the
"Merger") between NBD Bancorp, Inc., the parent company of NBD Bank ("NBD"),
and First Chicago Corporation, the parent company of First Chicago Investment
Management Company ("FCIMCO"). The Merger resulted in the formation of First
Chicago NBD Corporation, a bank holding company. The Merger presents the
opportunity to combine the separate mutual fund families of the Woodward
Trust, which is advised by NBD and of the Prairie Funds ("Prairie Funds")
which are advised by FCIMCO, into a single, larger consolidated group (the
"Reorganization").
The Reorganization provides an opportunity for eliminating redundant
administration of the two families of mutual funds, for making NBD and FCIMCO
the Co-Advisers of the combined funds, for adjusting some of the investment
policies of certain Funds of the Trusts in order to parallel investment
objectives and policies of the Prairie Funds, and otherwise to render the
combined entity more efficient and consistent with modern practices. These
matters are reflected in the seven proposals that will be presented at the
Meetings. The table which immediately follows the next paragraph summarizes
the proposals to be voted on at the Meetings and indicates those Shareholders
who are being solicited with respect to each proposal.
The Woodward Trust currently offers seventeen investment portfolios
and the Woodward VA Trust currently offers five investment portfolios. One of
the Funds of the Woodward Trust, the Woodward Government Fund, is proposed to
be combined with the Woodward Treasury Fund incident to the Reorganization,
and therefore its shareholders are voting separately. The investment
portfolios of the Woodward Trust and the Woodward VA Trust are each
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referred to herein as a "Fund" and collectively as the "Funds." Only
shareholders of record of the Funds at the close of business on April 11, 1996
will be entitled to vote at the Meetings. The Funds' shares are referred to
herein as "Shares." Each full Share is entitled to one vote and each
fractional Share to a proportionate fractional vote. The following table
summarizes the proposals to be voted on at the Meetings and indicates those
shareholders who are being solicited with respect to each proposal:
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TABLE
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Proposal Shareholders Solicited
1. To approve a new Each Fund voting separately on
investment advisory a Fund-by-Fund basis. All
agreement ("New Advisory classes of Shares of the same
Agreement") between each Fund will vote together.
of the Woodward Trust and
the Woodward VA Trust,
NBD Bank ("NBD") and
First Chicago Investment
Management Company
("FCIMCO").
2. To approve a change to Each Fund voting separately on
the fundamental a Fund-by-Fund basis. All
investment limitations of classes of Shares of the same
each Fund of the Woodward Fund will vote together.
Trust and the Woodward VA
Trust with regard to the
following:
a) investment in
commodities;
b) an expanded power
to borrow;
c) issuing senior
securities.
3. To approve a change to
the fundamental
investment policies and
limitations of certain
Funds of the Trusts, as
follows:
a) to approve a change Shareholders of the
of the diversifica- International Equity and
tion policy of the Municipal Bond Funds voting
International Equity separately on a Fund-by-Fund
and Municipal Bond basis. All classes of Shares
Funds from a of the same Fund will vote
diversified policy together.
to a non-diversified
policy;
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b) to approve the Shareholders of the Tax-Exempt
removal of the 20% Money Market and Michigan Tax-
limitation on in- Exempt Money Market Funds
vestment in private voting separately on a Fund-
activity bonds the by-Fund basis. All classes of
interest on which is Shares of the same Fund will
an item of tax vote together.
preference for
purposes of the
federal alternative
minimum tax ("AMT
Paper")
c) to approve a change Each Fund voting separately on
to the fundamental a Fund-by-Fund basis. All
investment classes of Shares of the same
limitation Fund will vote together.
concerning
concentration of
investments in a
particular industry
with respect to the
Funds
4. To approve a change of the following fundamental investment policies
and limitations to non-fundamental policies and limitations of each
Fund of the Trusts:
a) limitation Shareholders of the Michigan
prohibiting Municipal Bond and Michigan
investing, with Tax-Exempt Money Market Funds
respect to 50% of voting separately on a Fund-
its total assets, by-Fund basis. All classes of
more than 5% of its Shares of the same Fund will
assets in the vote together.
securities of any
one issuer;
b) limitation on Each Fund voting separately
investment in other on a Fund-by-Fund basis. All
investment classes of Shares of the same
companies; Fund will vote together.
c) limitation on Each Fund voting separately on
illiquid securities; a Fund-by-Fund basis. All
classes of Shares of the same
Fund will vote together.
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d) limitation on Each Fund voting separately on
purchasing a Fund-by-Fund basis. All
securities on classes of Shares of the same
margin; Fund will vote together.
e) limitation on Each Fund voting separately on
purchasing a Fund-by-Fund basis. All
securities of classes of Shares of the same
companies for the Fund will vote together.
purpose of
exercising control;
f) limitation on Shareholders of the Bond,
writing or selling Short Bond, Municipal Bond,
put options, call Michigan Municipal Bond,
options, straddles, Growth/Value, Opportunity,
spreads, or any Intrinsic Value, Capital
combinations Growth, Balanced, Equity
thereof. Index, International Equity,
VA Balanced, VA
Growth/Value, VA Opportunity
and VA Capital Growth Funds
voting separately on a
Fund-by-Fund basis. All
classes of Shares of the
same Fund will vote
together.
5. To approve certain Shareholders of the
changes to fundamental Growth/Value, VA Growth/Value,
investment objectives of Opportunity, VA Opportunity,
the (a) Growth/Value and Capital Growth, VA Capital
VA Growth/Value Funds, Growth and International
(b) Opportunity and VA Equity Funds voting separately
Opportunity Funds, (c) on a Fund-by-Fund basis. All
Capital Growth and VA classes of Shares of the same
Capital Growth Funds, and Fund will vote together.
(d) International Equity
Fund.
6. To ratify the appointment All Funds of the Trusts. The
of two trustees to the Shareholders of each Trust
Board of Trustees of the will vote separately on a
Woodward Trust and to the Trust-by-Trust basis.
Board of Trustees of the
Woodward VA Trust.
7. To approve amendments to All Funds of the Woodward
the Amended and Restated Trust. Each Fund voting
Declaration of Trust of separately on a Fund-by-Fund
the Woodward Trust. basis. All classes of Shares
of the same Fund will vote
together.
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8. To transact such other All Funds of the Trusts. The
business as may properly Shareholders of each Trust
come before the Meetings will vote separately on a
or any adjournment Trust-by-Trust basis.
thereof.
On April 11, 1996, the following Shares were outstanding and entitled
to vote at the Meetings:
Name of Fund Number of Shares
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The Woodward Funds
Money Market Fund (Series B).............................. 1,892,510,835.3100
Original Class or Class A Shares....................... 204,361,285.5100
Special Class 1 or Class I Shares...................... 1,688,149,549.8000
Treasury Money Market Fund (Series O)..................... 913,289,889.0200
Original Class or Class A Shares....................... 23,032,529.6600
Special Class 1 or Class I Shares...................... 890,257,359.3600
Tax-Exempt Money Market Fund (Series C)................... 651,043,915.9300
Original Class or Class A Shares....................... 28,906,256.0900
Special Class 1 or Class I Shares...................... 622,137,659.8400
Michigan Tax-Exempt Money Market Fund
(Series M).............................................. 134,127,976.6900
Original Class or Class A Shares....................... 72,717,139.1900
Special Class 1 or Class I Shares...................... 61,410,837.5000
Bond Fund (Series L)...................................... 50,612,745.2950
Original Class or Class I Shares........................ 47,643,977.4150
Special Class 1 or Class A Shares....................... 2,968,767.8800
Intermediate Bond Fund (Series K)......................... 38,043,037.6820
Original Class or Class I Shares........................ 36,903,910.6950
Special Class 1 or Class A Shares....................... 1,139,126.9870
Short Bond Fund (Series U)................................ 16,586,130.2910
Original Class or Class I Shares........................ 16,509,198.9610
Special Class 1 or Class A Shares....................... 76,931.3300
Municipal Bond Fund (Series P)............................ 8,233,627.6160
Original Class or Class I Shares........................ 7,043,673.0270
Special Class 1 or Class A Shares....................... 1,189,954.5890
Michigan Municipal Bond Fund (Series Q)................... 5,073,078.4630
Original Class or Class I Shares........................ 3,124,974.7460
Special Class 1 or Class A Shares....................... 1,948,103.7170
Growth/Value Fund (Series H).............................. 54,373,026.6640
Original Class or Class I Shares........................ 50,495,286.0980
Special Class 1 or Class A Shares....................... 3,877,740.5660
Opportunity Fund (Series I)............................... 42,012,532.6400
Original Class or Class I Shares........................ 37,591,164.3990
Special Class 1 or Class A Shares....................... 4,421,368.2410
Intrinsic Value Fund (Series J)........................... 21,369,917.3670
Original Class or Class I Shares........................ 19,856,272.7310
Special Class 1 or Class A Shares....................... 1,513,644.6360
Capital Growth Fund (Series S)............................ 15,728,568.7320
Original Class or Class I Shares........................ 15,316,902.9250
Special Class 1 or Class A Shares....................... 411,665.8070
Balanced Fund (Series R).................................. 9,391,501.2580
Original Class or Class I Shares........................ 8,500,885.5090
Special Class 1 or Class A Shares....................... 890,615.7490
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Equity Index Fund (Series N).............................. 42,628,394.5900
Original Class or Class I Shares........................ 42,240,885.0940
Special Class 1 or Class A Shares....................... 387,509.4960
International Equity Fund (Series T)...................... 12,348,821.1390
Original Class or Class I Shares........................ 12,241,938.5340
Special Class 1 or Class A Shares....................... 106,882.6050
The Woodward Variable Annuity Fund
VA Balanced Fund (Series A)...................... 2
VA Growth/Value Fund (Series B).................. 2
VA Opportunity Fund (Series C)................... 2
VA Capital Growth Fund (Series D)................ 2
VA Money Market Fund (Series E).................. 2
This Proxy Statement and accompanying proxy cards will first be mailed on or
about June 7, 1996. Proxy solicitations will be made primarily by mail, but
proxy solicitations also may be made by telephone, facsimile, telegraph or
personal interview. The costs of this proxy solicitation and its enclosures
will be borne by NBD and FCIMCO. Any shareholder submitting a proxy may revoke
it at any time before it is exercised by submitting to the appropriate Trust a
written notice of revocation or a subsequently executed proxy or by attending
the Meetings and voting in person.
EACH OF THE WOODWARD FUNDS AND THE WOODWARD VARIABLE ANNUITY FUND WILL
FURNISH TO SHAREHOLDERS UPON REQUEST, WITHOUT CHARGE, COPIES OF ITS ANNUAL
REPORTS TO SHAREHOLDERS, CONTAINING AUDITED FINANCIAL STATEMENTS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1995. REQUESTS FOR COPIES OF THE ANNUAL REPORTS
SHOULD BE DIRECTED TO THE WOODWARD FUNDS OR THE WOODWARD VARIABLE ANNUITY
FUND, C/O NBD BANK, P.O. BOX 7058, TROY, MICHIGAN 48007-7058 OR BY TELEPHONE
AT 1-800-626-7091. THE ANNUAL REPORTS ARE NOT TO BE REGARDED AS PROXY
SOLICITING MATERIAL.
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETINGS AND WISH YOUR
SHARES TO BE VOTED, PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD OR CARDS AND
MAIL IT OR THEM IN THE ENCLOSED REPLY ENVELOPE. PLEASE ALLOW SUFFICIENT TIME
FOR THE PROXY CARD OR CARDS TO BE RECEIVED ON OR BEFORE 10:30 A.M. EASTERN
TIME ON JULY 10, 1996.
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PROPOSAL 1. APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT
BETWEEN EACH OF THE TRUSTS, NBD AND FCIMCO
It is proposed that each of the Trusts, on behalf of each Fund, enter
into a new investment advisory agreement (each a "New Advisory Agreement" and
collectively the "New Advisory Agreements") with NBD and FCIMCO. The New
Advisory Agreements provide for changes in the compensation payable by certain
Funds for investment advisory services. The Board of Trustees (each a "Board"
and, together, the "Boards") of each of the Woodward Trust and the Woodward VA
Trust unanimously recommends that the shareholders of each Fund approve the
New Advisory Agreement between each Trust and NBD and FCIMCO.
The New Advisory Agreements are summarized below. Copies of the New
Advisory Agreement for the Woodward Trust and for the Woodward VA Trust are
attached to this Proxy Statement as Exhibit A and Exhibit B, respectively, and
the description of the New Advisory Agreements which follows is qualified in
its entirety by reference to Exhibits A and B. The New Advisory Agreements are
being submitted to Shareholders of the respective Funds for the first time.
Background
NBD currently serves as investment adviser of the Trusts pursuant to
an investment advisory agreement (each a "Current Advisory Agreement" and,
together, the "Current Advisory Agreements"). The Current Advisory Agreements
for the Trust and the Woodward VA Trust are dated November 28, 1995.
At meetings held on August 7-8, 1995, the Current Advisory Agreements
were approved both by the Boards of the Trusts and by a majority of Trustees
of each of the Trusts who are not "interested persons" ("Disinterested
Trustees") as defined in Section 2(a)(19) of the Investment Company Act of
1940 ("1940 Act"). The Current Advisory Agreements were last approved by
public shareholders of the Funds of each of the Woodward Trust and the
Woodward VA Trust on November 28, 1995.
The New Advisory Agreements provide that the Trusts' investment
advisory services will be provided jointly by NBD and FCIMCO (the
"Co-Advisers"). NBD is a wholly-owned subsidiary of First Chicago NBD
Corporation, a bank holding company. NBD has offices at 611 Woodward Avenue,
Detroit, Michigan 48226. As of December 31, 1995, NBD was providing investment
management and advisory services for accounts aggregating approximately $37.9
billion.
First Chicago NBD Corporation is a publicly owned multi-bank holding
company incorporated under Delaware law and
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registered under the Bank Holding Company Act of 1956, as amended. Through its
subsidiaries, First Chicago NBD Corporation managed, as of December 31, 1995,
more than $71.7 billion in assets, including approximately $11.1 billion
in mutual fund assets.
FCIMCO is a wholly-owned subsidiary of The First National Bank of
Chicago, which in turn is a wholly-owned subsidiary of First Chicago NBD
Corporation. As of December 31, 1995, FCIMCO was providing investment
management and advisory services for accounts aggregating approximately
$34.2 billion in assets.
As required by the 1940 Act, the addition of FCIMCO as a Co-Adviser
must be approved by a vote of shareholders.
At regular meetings held on March 18, 1996, the Boards, including all
of the Disinterested Trustees of the Trusts, approved New Advisory Agreements
for each of the Trusts and directed that they be submitted to shareholders for
approval at this Meeting. The same persons are trustees of both of the Boards.
Description of the Current Advisory Agreements
In the Current Advisory Agreements, NBD agrees, subject to the general
supervision of the Boards, to provide a continuous investment program for the
Funds including investment research and management with respect to all
securities, investments, cash and cash equivalents and to determine from time
to time what securities and other investments will be purchased, retained or
sold by a Fund.
Under the Current Advisory Agreements, NBD is entitled to receive as
full compensation: (a) with respect to the Government Fund, Money Market Fund,
VA Money Market Fund, Tax-Exempt Money Market Fund and Treasury Money Market
Fund, a fee, computed daily and payable monthly, at the annual rate of .45% of
the first $1.0 billion of each Fund's average daily net assets, .425% of the
next $1.0 billion, and .40% of each fund's average daily net assets in excess
of $2.0 billion; (b) with respect to the Growth/Value Fund, VA Growth Value
Fund, Opportunity Fund, VA Opportunity Fund, Intrinsic Value Fund, Balanced
Fund, VA Balanced Fund, Capital Growth Fund, VA Capital Growth Fund and
International Equity Fund, a fee, computed daily and payable monthly, at the
annual rate of .75% of such Fund's average daily net assets; (c) with respect
to the Intermediate Bond Fund, Bond Fund, Municipal Bond Fund, Michigan
Municipal Bond Fund, Short Bond Fund and U.S. Government Income Fund, a fee,
computed daily and payable monthly, at the annual rate of .65% of each Fund's
average daily net assets; (d) with respect to the Michigan Tax-Exempt Money
Market Fund, a fee, computed daily and payable
-9-
<PAGE>
monthly, at the annual rate of .50% of such Fund's average daily net assets;
and (e) with respect to the Equity Index Fund, a fee computed daily and
payable monthly, at the annual rate of .10% of such Fund's average daily net
assets. The fee attributable to each Fund is the several (and not joint or
joint and several) obligation of each such Fund.
In addition, under the Current Advisory Agreements, NBD would be
entitled to receive 4/10ths of the gross income earned by each Fund on each
loan of its securities (excluding capital gains and losses if any). However,
NBD has never engaged in any transactions involving loans of securities of any
Fund in which NBD received any compensation and has undertaken not to do so
except in accordance with applicable requirements of the 1940 Act.
The table below sets forth (i) the aggregate net assets as of December
31, 1995 for each Fund; (ii) the rates of advisory fees, computed daily and
payable monthly, to which NBD is entitled for the services provided and the
expenses assumed pursuant to the Current Advisory Agreements; (iii) advisory
fees (net of waivers) paid by each Fund for the fiscal year ended December 31,
1995); and (iv) the effective rates of each of the advisory fees (net of
waivers) expressed as a percentage of average net assets for the fiscal year
ended December 31, 1995.
-10-
<PAGE>
<TABLE>
<CAPTION>
Effective
Rate of
Advisory
Fees as a
Percentage
Annual of Average
Advisory Advisory Fees Net Assets
Fee (Based Paid for for Fiscal
Net Assets as on Average Fiscal Year Year Ended
Fund of 12/31/95 Net Assets) Ended 12/31/95 12/31/95
- ---- ------------- ----------- -------------- ----------
<S> <C> <C> <C> <C>
Money Market $1,639,694,814 .45% of the $ 7,225,557 .44%
first $1.0
VA Money Market (4) $ 1,175,892 billion of $ 0 0%
each Fund's
Treasury Money $ 927,695,502 average $ 3,248,535 .45%
Market daily net
assets,
Tax-Exempt Money $ 564,413,476 .425% of $ 2,458,246 .45%
Market the next
$1.0
Government $ 474,376,855 billion, $ 1,987,590 .45%
and .40% of
each fund's
average
daily net
assets in
excess of
$2.0
billion
Michigan Tax-Exempt $ 122,056,942 .50% $ 434,805 .44%
Bond $ 517,565,579 .65% $3,121,267 .65%
Intermediate Bond $ 405,309,939 .65% $2,650,418 .65%
Short Bond (1) $ 163,336,855 .65% $ 584,537 .59%
Municipal Bond $ 76,963,564 .65% $ 356,217 .51%
Michigan Municipal $ 53,453,160 .65% $ 207,539 .40%
Bond
U.S. Government $ 0 .65% $ 0 0%
Income
-11-
<PAGE>
Growth/Value $ 737,167,067 .75% $ 4,951,664 .75%
VA Growth Value (4) $ 3,753,691 .75% $ 0 0%
Opportunity $ 650,952,268 .75% $ 4,490,930 .75%
VA Opportunity (4) $ 4,972,365 .75% $ 0 0%
Intrinsic Value $ 255,884,859 .75% $ 1,817,833 .75%
Capital Growth (2) $ 195,861,178 .75% $ 1,005,849 .71%
VA Capital Growth (4) $ 6,434,936 .75% $ 0 0%
Balanced $ 93,623,801 .75% $ 433,571 .57%
VA Balanced (4) $ 11,210,876 .75% $ 0 0%
International $ 107,288,301 .75% $ 477,605 .67%
Equity (3)
Equity Index $ 528,202,913 .10% $ 411,792 .10%
<FN>
- ----------
(1) The Fund commenced investment operations on September 17, 1994.
(2) The Fund commenced investment operations on July 2, 1994.
(3) The Fund commenced investment operations on December 3, 1994.
(4) The Fund commenced investment operations on March 30, 1995.
</TABLE>
In addition, NBD receives compensation as the Trusts' Custodian
under a separate agreement. See "Additional Information -- Other
Services Provided by NBD."
Advisory Fees Paid to First Chicago Investment Management Company
No Fund of the Trusts has previously been advised by or paid advisory
fees to FCIMCO. The table below sets forth (i) the aggregate net assets as of
December 31, 1995 for each investment company fund advised or subadvised by
FCIMCO; (ii) the rates of advisory fees to which FCIMCO is entitled as adviser
or sub-adviser to such fund; (iii) advisory fees (net of waivers) paid by
each fund for the fiscal year ended December 31, 1995; and (iv) the effective
rates of each of the advisory fees (net of waivers) expressed as a percentage
of average net assets for the fiscal year ended December 31, 1995.
-12-
<PAGE>
<TABLE>
<CAPTION>
Effective
Rate of
Advisory
Fees (net
of
waivers)
Advisory as a
Fees (net Percentage
Annual of waivers) of Average
Advisory Paid for Net Assets
Fee (Based Fiscal Year for Fiscal
Net Assets as on Average Ended Year Ended
Fund of 12/31/95 Net Assets) 12/31/95 12/31/95
- ---- ------------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Managed Assets Income Fund $ 55,465,327 .65% $ 331,535 .30%
Managed Assets $ 9,599,001 .65% $ 25,209(1) .05%
Equity Income $287,393,527 .50% $1,106,473(2) .37%
Growth $298,541,346 .65% $1,714,125(2) .53%
Special Opportunities $ 93,612,943 .70% $ 487,460(2) .46%
International Equity $104,389,377 .80% $ 506,105(3) .47%
Intermediate Bond $198,283,671 .40% $ 612,312(4) .27%
Bond $127,308,669 .55% $ 571,379(5) .40%
International Bond $ 14,995,288 .70% $ 79,128(2) .09%
Intermediate Municipal Bond $391,870,717 .40% $1,294,971(6) .30%
Municipal Bond $247,283,150 .40% $ 829,219(6) .27%
U.S. Government Money Market $ 57,264,060 .40% $ 297,377 .14%
Money Market $204,059,218 .40% $ 631,448 .13%
Municipal Money Market $288,511,278 .40% $ 860,103 .17%
<FN>
- -----------
(1) For the period April 3, 1995 (commencement of operations) through
December 31, 1995.
(2) For the period January 27, 1995 (commencement of operations) through
December 31, 1995.
(3) For the period March 3, 1995 (commencement of operations) through
December 31, 1995.
(4) For the period February 1, 1995 through December 31, 1995.
(5) For the period February 10, 1995 (commencement of operations) through
December 31, 1995.
(6) For the period March 1, 1995 through December 31, 1995.
</TABLE>
-13-
<PAGE>
Description of the New Advisory Agreements
A. Similarities Between the New and Current Advisory Agreements
As in the Current Advisory Agreements, the Co-Advisers agree in the
New Advisory Agreements, subject to the general supervision of the Boards of
Trustees of the Trusts, to provide a continuous investment program for the
Funds including investment research and management with respect to all
securities, investments, cash and cash equivalents and to determine from time
to time what securities and other investments will be purchased, retained or
sold by a Fund.
Like the Current Advisory Agreements, the New Advisory Agreements
provide that the Co-Advisers will pay all expenses incurred by them in
connection with their activities under the New Advisory Agreements other than
the cost of securities purchased for the Funds (including brokerage
commissions, if any). In addition, as in the Current Advisory Agreements, the
Co-Advisers agree in the New Advisory Agreements that if, in any fiscal year,
the expenses borne by a Fund exceed the applicable expense limitations imposed
by the securities regulations of any state in which Shares are registered or
qualified for sale to the public, the Co-Advisers will reimburse such Fund for
a portion of any excess expense in an amount equal to the portion that the
advisory fees otherwise payable by the Fund to the Co-Advisers bear to the
total amount of investment advisory and administration fees otherwise payable
by the Fund. As in the Current Advisory Agreements, the expense reimbursement
obligation is limited to the amount of Co-Adviser's fees under the New
Advisory Agreements for such fiscal year unless otherwise dictated by state
regulation.
As in the Current Advisory Agreements, in the New Advisory Agreements
the Co-Advisers agree to conform the conduct of their activities with all
applicable Rules and Regulations of the Securities and Exchange Commission
("SEC") as well as all other applicable law, to place all orders for the
purchase and sale of portfolio securities for the account of each Fund by
using their best efforts to seek the best overall terms available; to maintain
a policy and practice of conducting investment advisory operations
independently of commercial banking operations; to maintain all books and
records with respect to the securities transactions of the Funds; to furnish
to the Trusts' Boards such periodic and special reports as the Boards may
request; and to treat confidentially and as proprietary information of the
Trusts all records and other information relative to the Trusts.
Like the Current Advisory Agreements, each New Advisory Agreement
provides that the Co-Advisers will not be liable for any error of judgment or
mistake of law or for any
-14-
<PAGE>
loss suffered by the Trusts in connection with the matters to which the
Agreement relates, except a loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services or a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of the
Co-Advisers in the performance of their duties or from reckless disregard of
their obligations and duties under the Agreement.
If approved by a majority of the outstanding Shares of a Fund and not
sooner terminated, the New Advisory Agreement covering that Fund will continue
in effect until March 31, 1998, with respect to the Fund and thereafter from
year to year, provided that such continuance of the New Advisory Agreement is
approved at least annually (a) by the vote of a majority of those members of
the Board of Trustees of the Trust who are Disinterested Trustees cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by either the vote of a majority of the members of each Trust's Board of
Trustees or the vote of a majority of the outstanding Shares of the Fund.
B. Differences Between the New and Current Advisory Agreements
The terms and conditions of the New Advisory Agreements, including the
advisory fees charged thereunder, differ in certain respects from those set
forth in the Current Advisory Agreements.
The New Advisory Agreements state that the Co-Advisers may, in their
discretion, provide such services through their own employees or the employees
of one or more affiliated companies that are qualified to act as investment
adviser to the Trusts under applicable law and are under the common control of
First Chicago NBD Corporation provided (i) that all persons, when providing
services hereunder, are functioning as part of an organized group of persons,
and (ii) that such organized group of persons is managed at all times by
persons who are authorized officers of one or both of the Co-Advisers and that
the Co-Advisers are responsible for their actions. The Current Advisory
Agreements do not contain a similar provision.
The New Advisory Agreements and the Current Advisory Agreements
contain the same provisions concerning limitation on liability with the
exception that the New Advisory Agreements include a provision stating that
any person, even though also an officer, board member, partner, director,
employee or agent of a Co-Adviser, who may be or become an officer, board
member, partner, director, employee or agent of the Trusts, shall be deemed,
when rendering services to the Trusts or acting on any business of the Trusts
(other than services or business related to co-advisory duties) to be
rendering such services to or acting solely for the Trusts and not as an
officer, board member,
-15-
<PAGE>
partner, director, employee or agent or one under the control or direction of
the Co-Advisers even though paid by either of them.
Each of the Current Advisory Agreements provides that it may be
terminated with respect to a Fund, without the payment of any penalty, by the
Board of the Woodward Trust or the Woodward VA Trust, as the case may be, by a
vote of a majority of the outstanding voting securities of such Fund, or by
the Adviser, on 60 days' written notice to the other party. The New Advisory
Agreements contain the same termination provision with the exception that the
Co-Advisors must give 90 days' written notice to a Fund.
Unlike the Current Advisory Agreements, the New Advisory Agreements do
not include covenants by the Co-Advisers (a) to refrain from making loans to
any person to purchase or carry Fund Shares or from making interest bearing
loans to the Trusts or a Fund and (b) to refrain from purchasing Shares of a
Fund for their own account.
Additionally, the New Advisory Agreements do not provide for certain
administrative services ("Administrative Services") which NBD now provides to
the Trusts under the Current Advisory Agreements. The scope of services
contemplated by the Current Advisory Agreements includes both investment
advisory and the Administrative Services. Subject to shareholder approval of
the New Advisory Agreements, these Administrative Services will be included in
the separate administration agreements ("Administration Agreements") to be
entered into by and among each of the Trusts and NBD, FCIMCO and BISYS Limited
Partnership (d/b/a BISYS Fund Services) as Co-administrators. These
Administrative Services include:
(a) computing the net asset value, net income and realized and
unrealized capital gains and losses for each of the Funds (and
each class or series thereof, if applicable) in accordance with
the Prospectuses and resolutions of the Boards;
(b) monitoring the Trusts' arrangements with respect
to services provided by certain institutional
shareholders ("Shareholder Servicing Agents") to
their customers who own Fund shares pursuant to
agreements between the Trusts and such
Shareholder Servicing Agents (the "Servicing
Agreements"), including, among other things,
reviewing the qualifications of Shareholder
Servicing Agents wishing to enter into Servicing
Agreements with the Trusts, assisting in the
execution and delivery of Servicing Agreements,
reporting to the Boards of Trustees with respect
to the amounts paid or payable by the Funds from
-16-
<PAGE>
time to time under the Servicing Agreements and the nature of
the services provided by Shareholder Servicing Agents, and
maintaining appropriate records in connection with its
monitoring duties;
(c) compiling data for and preparing with respect to
the Funds timely Notices to the SEC required
pursuant to Rule 24f-2 under the 1940 Act and
Semi-Annual Reports on Form N-SAR; coordinating
execution and filing by the Trusts of all federal
and state tax returns and required tax filings
other than those required to be made by the
Trusts' custodian and transfer agent; preparing
compliance filings pursuant to state securities
laws with the advice of the Trusts' counsel; and
assisting to the extent requested by the Trusts
with the Trusts' preparation of Annual and
Semi-Annual Reports to Fund shareholders and
Registration Statements for the Funds (on Form
N-1A or any replacement therefore);
(d) monitoring each Fund's expense accruals and
paying all expenses on proper authorization from
each Fund; monitoring each Fund's status as a
regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended
from time to time; maintaining each Fund's
fidelity bond as required by the 1940 Act; and
monitoring compliance with the policies and
limitations of each Fund as set forth in the
Prospectuses, Statements of Additional
Information, Bylaws and Trust instruments;
(e) assisting in maintaining office facilities for the Trusts at
such location as the Trusts shall reasonably determine; and
furnishing clerical, accounting and bookkeeping services, and
stationery and office supplies; and
(f) performing all administrative functions for the Trusts and the
Funds not otherwise assigned to another person by contract or
otherwise and generally assisting in the operations of the
Trusts and the Funds.
The proposed Administration Agreements provide that each Fund will pay
an administration fee equal to .15% of its average daily net assets. Inasmuch
as the Current Advisory Agreements include administration services, the fees
under the New Advisory Agreements do not include a component for
administration services.
-17-
<PAGE>
In the judgement of the Boards, the advisory fees under the New
Advisory Agreements are the same as the portion of the total compensation
payable under the Current Advisory Agreements that is attributable to advisory
services provided to the VA Money Market, Treasury Money Market, Tax-Exempt
Money Market, Growth/Value, VA Growth Value, Opportunity, VA Opportunity,
Intrinsic Value, Capital Growth, and VA Capital Growth Funds. The total
compensation provided for in the New Advisory Agreements with respect to
these Funds is .15% of the average daily net assets less than the total
compensation provided for in the Current Advisory Agreements.
After taking into account the fees payable under the proposed
Administration Agreements, the New Advisory Agreements would decrease the
compensation payable for advisory services by the following amounts for the
following Funds, expressed as percentages of their average daily net assets:
(i) .10% with respect to the Bond, Michigan Municipal Bond, Intermediate Bond
and Municipal Bond Funds; (ii) .05% with respect to the Michigan Tax-Exempt
Money Market Fund and (iii) .15% with respect to the Short Bond Fund.
After taking into account the fees payable under the proposed
Administration Agreements, the New Advisory Agreements would increase the
compensation payable for advisory services by the Money Market, Balanced, VA
Balanced, Equity Index, and International Equity Funds, expressed as
percentages of their average daily net assets, under the Current Advisory
Agreements by .01%, .05%, .05%, .15%, and .20% respectively.
Under the New Advisory Agreements, as in the Current Advisory
Agreements, the Co-Advisers would also be entitled to 4/10ths of the gross
income earned by each Fund on each loan of securities (excluding capital gains
and losses, if any). The Co-Advisers have informed the Boards that the
Co-Advisers have never engaged in any transactions involving loans of
securities of any Fund in which the Co-Advisers received any compensation and
have undertaken not to do so except in accordance with applicable requirements
of the 1940 Act.
The Co-Advisers may waive payment of any of their advisory fees in
whole or in part with respect to any particular Fund.
The following table compares the existing advisory fees payable in 1995
by the Money Market, Balanced, VA Balanced, Equity Index and International
Equity Funds under the Current Advisory Agreements and the advisory fees that
these Funds would have paid in 1995 had the New Advisory Agreements been in
effect. There are currently two classes of Shares in the Money Market,
Balanced, Equity Index and International Equity Funds, designated as the
Class A Class and the Class I Class.
-18-
<PAGE>
<TABLE>
<CAPTION>
Fund For Fiscal Year Ended 12/31/95
---- ------------------------------
Advisory Fees Advisory Fees That Total Advisory and Column (3) Expressed
Payable Under Would Have Been Administrative as a Percentage
Current Advisory Payable Under New Fees That Would Increase (Decrease) in
Agreement Advisory Agreement Have Been Payable Column 1
(includes (excludes Under Proposed ----------------------
administrative administrative Agreements
services) services) ------------------
---------------- ------------------
(Column 1) (Column 2) (Column 3)
<S> <C> <C> <C> <C>
Money Market Fund Shares .44% .30% .45% + 2.27%
Balanced Fund Shares .75% .65% .80% + 6.67%
Equity Index Fund Shares .10% .10% .25% + 150.00%
International Equity Fund Shares .75% .80% .95% + 13.33%
VA Balanced Fund Shares .75% .65% .80% + 6.67%
</TABLE>
-19-
<PAGE>
WOODWARD VA TRUST
Expense Summary
The following table sets forth certain information regarding the
operating expenses (as a percentage of net assets) of the Woodward VA Trust.
The table includes estimated current expenses. It also includes estimated "pro
forma" expenses, which are those expected to be incurred if Proposal 1 is
adopted. The other Proposals are not expected to affect expenses. This table
does not reflect expenses and deferred sales loads that may be charged in
connection with variable annuity contracts funded by shares of Woodward VA
Trust. Actual expenses may vary.
Annual Fund Operating Expenses (as a percentage of average net assets).
<TABLE>
<CAPTION>
VA Balanced VA Growth/Value VA Opportunity
Fund Fund Fund
----------- --------------- --------------
Current Pro Forma Current Pro Forma Current Pro Forma
------- --------- ------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Management Fees 0.75% 0.80% 0.75% 0.75% 0.75% 0.75%
All Other Expenses 0.10% 0.10% 0.10% 0.10% 0.10% 0.10%
(after expense
reimbursements)
Total Operating
Expenses 0.85% 0.90% 0.85% 0.85% 0.85% 0.85%
<CAPTION>
VA Capital Growth VA Money Market
Fund Fund
----------------- ---------------
Current Pro Forma Current Pro Forma
------- --------- ------- ---------
<S> <C> <C> <C> <C>
Management Fees 0.75% 0.75% 0.45% 0.45%
All Other Expenses 0.10% 0.10% 0.05% 0.05%
(after expense reimbursements)
Total Operating
Expenses 0.85% 0.85% 0.50% 0.50%
</TABLE>
Examples
You would pay the following expenses on a $1,000 investment, assuming (1) a 5%
annual return and (2) redemption at the end of each time period:
-20-
<PAGE>
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
VA Balanced Fund - current $9 $27 $47 $105
VA Balanced Fund - pro forma $9 $29 $50 $111
VA Growth/Value Fund $9 $27 $47 $105
VA Opportunity Fund $9 $27 $47 $105
VA Capital Growth Fund $9 $27 $47 $105
VA Money Market Fund $5 $16 $28 $63
</TABLE>
In the absence of fee waivers and expense reimbursements, Total
Operating Expenses for the VA Balanced Fund (current), VA Balanced Fund (pro
forma), VA Growth Value Fund, VA Opportunity Fund, VA Capital Growth Fund and
VA Money Market Fund would be 2.34%, 2.39%, 4.93%, 4.64%, 3.15% and 10.48%.
-21-
<PAGE>
Board Considerations and Recommendation
In presenting the proposed advisory fee schedule to the Boards, the
Co-Advisers noted that, with the exception of advisory fees payable with
respect to the Balanced, VA Balanced, Equity Index and International Equity
Funds, the advisory fees payable under the New Advisory Agreements would
either remain the same or be less than the portion of the total compensation
under the Current Advisory Agreements that should be considered attributable
to the advisory services provided thereunder. In proposing an increase in
advisory fees for the Balanced, VA Balanced, Equity Index, and International
Equity Funds, the Co-Advisers stated that they did not believe that the
compensation considered attributable to the advisory services fairly reflected
the complexity and related costs of managing these Funds. Additionally, the
Co-Advisers recommended that pricing be consistent across the Fund complex. At
the same time, the Co-Advisers emphasized the importance of maintaining an
overall expense ratio for these Funds that was competitive. After allowing for
the proposed fee increase and with certain fee waivers by the Co-Advisers, the
total expense ratio for each of these Funds was projected to be at or below
the median expense ratio of funds with comparable investment objectives.
With respect to the Balanced Fund and the VA Balanced Fund, the
Co-Advisers proposed to include small-cap securities and international equity
securities to a larger extent than has been the case previously. The Trustees
concurred with the Co-Advisers that this would potentially enhance returns
for the Balanced and the VA Balanced Funds and provide greater
diversification, and that such a strategy would also increase the complexity
of managing these Funds. With respect to the Equity Index Fund, the
Co-Advisers stated that they believed that the proposed fee increase is
equitable given the costs of managing this Fund.
With respect to the International Equity Fund, the Co-Advisers noted
that the proposed advisory fee would be comparable with advisory fees paid by
other funds having similar investment objectives. The Co-Advisers also noted
that current advisory fees for this Fund were the same as the domestic equity
Funds and did not, in the view of the Co-Advisers, adequately compensate them
for the complexity of managing an international portfolio. The Co-Advisers
stated that international funds involve additional analysis of currency,
international, political and economic risk and the added demands of providing
daily pricing for a global multi-currency portfolio. As such, they believed
the advisory fees payable for an international fund should be higher than the
advisory payable for a domestic fund. The Co-Advisers also noted that the
International Equity Fund's performance record since its inception has been
excellent,
-22-
<PAGE>
ranking 74/252 in a comparison group of funds identified by Lipper Analytical
Services, Inc., a third party research organization unaffiliated with the Co-
Advisers or the Trusts.
The Boards took into account (1) the nature and quality of the
advisory services rendered, giving due consideration to the likely impact of
the proposed fee on relative performance and (2) the relationship of the
proposed advisory fee schedule to the fee schedules of comparable investment
company funds. The respective Boards determined, after evaluating the
information and documentation provided and considering such other information
as they deemed necessary, that the increases in the advisory fees payable with
respect to the Balanced, VA Balanced, Equity Index and International Equity
Funds were reasonable, fair and in the best interests of the shareholders of
these Funds.
At regular meetings held on March 18, 1996, the respective Boards
considered the proposed New Advisory Agreements. All of the members of each
Trust's Board of Trustees, including its Disinterested Trustees, approved the
New Advisory Agreements and directed that they be submitted to shareholders
for approval at these Meetings.
Approval of New Advisory Agreements
In order for Proposal 1 to be adopted for a particular Fund, it must
be approved by a Majority of the Outstanding Shares (as defined below) of that
Fund. A "Majority of the Outstanding Shares" means 67% or more of the Shares
represented at the Meeting if more than 50% are represented, or more than 50%
of the Shares of the Fund entitled to vote, whichever is less.
Shares of each Fund will be voted separately on a Fund-by-Fund basis
on Proposal 1. If Proposal 1 is not approved by a majority of the outstanding
Shares of a Fund, the Board of Trustees of the Woodward Trust and the Woodward
VA Trust will reconsider the proposed contractual relationship with the
Co-Advisers insofar as it applies to that Fund.
THE BOARDS OF TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE
"FOR" THE NEW ADVISORY AGREEMENTS.
-23-
<PAGE>
PROPOSAL 2. APPROVAL OF CHANGES TO THE FUNDAMENTAL INVESTMENT
LIMITATIONS OF EACH FUND OF THE TRUSTS
Proposal 2(a)
Amendment to the Funds' Fundamental Investment Restriction
Concerning Commodities
Current:
The Funds will not purchase or sell commodity contracts, or invest in
oil, gas or mineral exploration or development programs, except that (a) each
Fund other than the Short Bond Fund may, to the extent appropriate to its
investment objectives, purchase publicly traded securities of companies
engaging in whole or in part in such activities and may enter into futures
contracts and related options, (b) the Short Bond Fund may, to the extent
appropriate to its investment objective, purchase publicly traded securities
of companies engaging in whole or in part in such activities and may enter
into transactions in options on securities or indices of securities, futures
contracts, options on futures contracts, contracts and similar instruments;
and (c) the Capital Growth Fund, Balanced Fund and International Equity Fund
may, to the extent appropriate to their respective investment objectives,
purchase publicly traded securities of companies engaging in whole or in part
in such activities and may enter into transactions in options on securities,
foreign currencies or indices, indices of securities futures contracts,
options on futures contracts, forward foreign currency exchange contracts,
other contracts for the future delivery of currency and similar instruments.
Proposed:
The Funds will not invest in commodities, except that each Fund may
purchase and sell options, forward contracts, futures contracts, including
those relating to indexes, and options on futures contracts or indexes, as
consistent with a Fund's investment objective and policies.
-24-
<PAGE>
Explanation of Proposed Change: The proposed change would shorten and
modernize the language addressing the Funds' investments in commodities but
does not 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.
Proposal 2(b)
Amendment to each Fund's Fundamental Investment Restriction
Concerning Borrowing
Current:
Each Fund may not borrow money or issue senior securities except that
it may borrow from banks and enter into reverse repurchase agreements for
temporary purposes or to meet redemptions in amounts not in excess of 10% of
the value of its total assets at the time of such borrowing; or mortgage,
pledge or hypothecate any assets, except in connection with any such borrowing
and in amounts borrowed or 10% of the value of the Fund's total assets at the
time of such borrowing. No Fund will purchase securities while its borrowings
(including reverse repurchase agreements) in excess of 5% of its total assets
are outstanding. Securities held in escrow or separate accounts in connection
with a Fund's Statement of Additional Information are deemed to be pledged for
purposes of this limitation.
Proposed:
Each Fund may not borrow money or issue senior securities or mortgage,
pledge or hypothecate its assets except to the extent permitted under the 1940
Act.
As a non-fundamental policy, no Fund will purchase securities while
its outstanding borrowings (including reverse repurchase agreements) are in
excess of 5% of its total assets. Securities held in escrow or in separate
accounts in connection with a Fund's investment practices described in the
Statement of Additional Information or in the Fund's Prospectus are not deemed
to be pledged for purposes of this limitation.
-25-
<PAGE>
Explanation of the Proposed Change: The proposed amendment would
modernize the restriction on borrowing. It would clarify that options, forward
contracts and futures contracts, including those relating to indexes, and
options on futures do not constitute borrowing and would expand the Funds'
power to borrow money from 10% (20% for the money market funds) to 33 1/3% of
their total assets at the time of a borrowing. The Funds' current fundamental
policies prevent the purchase of securities while a Fund's borrowings,
including reverse repurchase agreements, are in excess of 5% of a Fund's total
assets. This latter policy is being continued as a non-fundamental policy,
which means that the Board of Trustees can change it. Unless this
non-fundamental restriction were to be changed by the Board of Trustees, this
limitation will continue to 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 can increase the opportunity for greater total return, but also
increases the risk of loss if securities purchased with borrowed funds decline
in value. Borrowed funds are subject to interest costs.
Proposal 2(c)
Amendment to each Fund's Fundamental Investment Restriction
Concerning Issuance of Senior Securities
Current: Proposed:
See above limitation on No Fund may issue any senior
borrowing. security as defined in the
1940 Act, except to the extent
the activities permitted under
[the above] Investment
Restriction[s]... may be
deemed to give rise to senior
securities.
Explanation of the Proposed Change: Under the 1940 Act, an open-end
investment company may not issue senior securities except under certain
conditions. The proposed amendment would clarify and modernize the language
concerning senior securities to conform to provisions of the 1940 Act. It
would allow those transactions which are not prohibited by current regulatory
interpretations.
Approval of Proposal 2
In order for Proposals 2(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 will be
-26-
<PAGE>
voted separately on a Fund-by-Fund basis on Proposals 2(a), (b)
and (c).
THE BOARDS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR" THE
CHANGES TO THE FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH IN
PROPOSAL 2.
PROPOSAL 3: TO APPROVE A CHANGE TO THE FUNDAMENTAL INVESTMENT
POLICIES AND LIMITATIONS OF CERTAIN FUNDS OF THE TRUSTS
a. Changing the diversification policy of the
International Equity and Municipal Bond Funds from a
diversified to a non-diversified policy;
The change from a diversified policy to a non-diversified policy is
sought to achieve greater investment flexibility. In general, a "diversified"
investment company must, as to at least 75% of the value of its assets, limit
its investments in any one issuer to not more than 5% of the total assets of
the investment company. A "non-diversified" investment company is not subject
to this requirement, but it remains subject to a more limited diversification
requirement that is imposed by the Internal Revenue Code. The Internal Revenue
Code applies, at the end of each fiscal quarter, a similar 5% limitation on
investments in any one issuer to 50% of the value of the assets of the
investment company, and also generally requires that no more than 25% of the
value of the investment company's assets be invested in the securities of
any one issuer.
It should be noted that investment return on a non-diversified fund
typically is dependent upon the performance of a smaller number of securities
relative to the number of securities held in a diversified fund. Consequently,
the change in value of any one security may affect the overall value of a
non-diversified fund more than it would a diversified fund, and thereby
subject the market-based net asset value per share of the non-diversified fund
to greater fluctuations. In addition, a non-diversified fund may be more
susceptible to economic, political and regulatory developments than a
diversified investment fund with similar objectives may be.
b. Removal of 20% limitation on AMT Paper in Tax-Exempt
Money Market and Michigan Tax-Exempt Money Market
Funds.
Currently, the Tax-Exempt Money Market and Michigan Tax-Exempt Money
Market Funds may invest up to 20% of their total assets in taxable investments
and private activity bonds the interest on which is an item of tax preference
for purposes of the federal alternative minimum tax ("AMT Paper"). Removal of
this 20% limitation on AMT Paper will provide the Tax-Exempt Money Market and
the Michigan Tax-Exempt Funds greater investment flexibility. To the extent
the Funds' assets are invested in AMT Paper payable from the revenues of
similar projects or are
-27-
<PAGE>
invested in private activity bonds, the Funds will be subject to the peculiar
risks presented by the laws and economic conditions relating to such projects
and bonds to a greater extent than they would be if its assets were not so
invested. If this proposal is approved, the names of these Funds will be
changed to Municipal Money Market Fund and Michigan Municipal Money Market
Fund, respectively.
Shareholders potentially subject to alternative minimum tax should be
aware that the removal of this limitation may result in an increase in the
portion of a shareholder's dividends that must be treated as an item of tax
preference for purposes of calculating the alternative minimum tax applicable
to individuals and corporations. Whether such an increase actually occurs will
depend on the amount the Funds decide to invest in AMT Paper and the interest
paid on those investments relative to the interest paid on the Funds' other
investments.
c. Approval of the following fundamental investment limitation on
the concentration of investments in a particular industry of
the Funds language to be deleted is stricken and language to
be added is underscored]:
Purchase any securities which would cause 25% or more of
the value of a Fund's total assets at the time of
purchase to be invested in the securities of one or more
issuers conducting their principal business activities
in the same industry, provided that (a) there is no
limitation with respect to obligations issued or
guaranteed by the U.S. Government, any state, territory
or possession of the United States, the District of
Columbia or any of their authorities, agencies,
instrumentalities or political subdivisions and
repurchase agreements secured by such instruments, (b)
wholly-owned finance companies will be considered to be
in the industries of their parents if their activities
are primarily related 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
-28-
<PAGE>
Approval of Proposal 3
In order for Proposals 3(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 the respective Funds will be voted separately on a
Fund-by-Fund basis on Proposals 3(a), (b) and (c).
THE BOARDS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR" THE
CHANGES TO THE FUNDAMENTAL INVESTMENT POLICIES AND LIMITATIONS
SET FORTH IN PROPOSAL 3.
PROPOSAL 4: TO APPROVE A CHANGE OF CERTAIN FUNDAMENTAL INVESTMENT
POLICIES AND LIMITATIONS OF CERTAIN FUNDS OF THE TRUSTS TO NON-
FUNDAMENTAL INVESTMENT POLICIES AND LIMITATIONS
The following proposals would change certain fundamental investment
policies and limitations of certain Funds of the Trusts to non-fundamental
investment policies and limitations. Unlike a fundamental policy, a
non-fundamental investment policy or limitation may be changed without the
approval of Shareholders. These proposals 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.
Proposal 4(a)
Reclassification of the Fundamental Investment
Restriction Regarding Investments in Securities of Any One Issuer
This proposal is applicable to the Michigan Municipal Bond
and Michigan Tax-Exempt Money Market Funds of the Woodward Trust
Current: Proposed:
The Michigan Municipal Bond and This restriction would be made
the Michigan Tax-Exempt Money non-fundamental.
Market Funds may not with
respect to 50% of their
respective total assets, invest
more than 5% of their respective
assets in securities of any one
issuer, except U.S. Government
obligations or securities of
other regulated investment
companies.
-29-
<PAGE>
Proposal 4(b)
Reclassification of Funds' Fundamental Investment
Restriction Regarding Investments in Other Investment Companies
This proposal 4(b) is applicable to all of the Funds of the Trusts.
Current: Proposed:
None of the Funds may acquire This restriction would be made
securities of other investment non-fundamental.
companies, except in connection
with a merger, consolidation,
reorganization or acquisition of
assets(or, in the case of the
Michigan Tax-Exempt Money Market
Fund, where otherwise permitted
by the 1940 Act.)
Proposal 4(c)
Reclassification of the Funds' Fundamental Investment
Restriction Regarding Investments in Illiquid Securities
This Proposal 4(c) is applicable to all the Funds of the Trusts.
For the Money Market, VA Money Market, and Tax-Exempt Money
Market:
Current: Proposed:
None of the Funds may invest This restriction would be made
more than 10% of its total non-fundamental.
assets in illiquid securities,
including restricted securities,
securities having no readily
available market quotations,
non-negotiable time deposits
maturing in more than seven days
and repurchase agreements with
maturities of more than seven
days.
-30-
<PAGE>
For the Growth/Value, VA Growth Value, Balanced, VA Balanced,
International Equity, Opportunity, Capital Growth, VA Capital Growth, VA
Opportunity, Intrinsic Value, Equity Index, Intermediate Bond, Bond, Short
Bond, Municipal Bond and Michigan Municipal Bond Funds:
Current: Proposed:
The Growth/Value, Capital This restriction would be made
Growth, VA Capital Growth, non-fundamental.
Balanced, VA Balanced,
International Equity, Equity
Index, Opportunity, VA
Opportunity and Intrinsic Value
Funds may not invest more than
10% of their respective total
assets in illiquid securities.
Current: Proposed:
The Intermediate Bond, Bond, This restriction would be made
Short Bond, Municipal Bond, non-fundamental.
Michigan Municipal Bond Funds
may not invest more than 10% of
their respective total assets in
illiquid investments.
For the Treasury Money Market and Michigan Tax-Exempt Money
Market Funds:
Current: Proposed:
Neither of the Funds may invest This restriction would be made
more 10% of its total assets in non-fundamental.
illiquid investments.
Proposal 4(d)
Reclassification of the Funds' Fundamental Investment
Limitation Regarding Purchasing Securities on Margin
This Proposal 4(d) is applicable to all of the Funds of the Trusts.
-31-
<PAGE>
Current: Proposed:
None of the Funds may purchase This restriction would be made
securities on margin. non-fundamental.
Proposal 4(e)
Reclassification of the Funds' Fundamental Investment
Restriction Regarding Purchasing Securities of Companies
for the Purpose of Exercising Control
This proposal 4(e) is applicable to all of the Funds of the Trusts.
Current: Proposed:
None of the Funds may invest in This restriction would be made
companies for the purpose of non-fundamental.
exercising control.
Proposal 4(f)
Reclassification of the Non-Money Market Funds' Fundamental
Investment Restriction on Writing or Selling Put Options,
Call Options, Straddles, Spreads or any Combinations Thereof
This proposal is applicable to the Bond, Short Bond, Municipal Bond,
Michigan Municipal Bond, Growth/Value, Opportunity, Intrinsic Value, Capital
Growth, Balanced, Equity Index, International Equity, VA Balanced, VA
Growth/Value, VA Opportunity and VA Capital Growth Funds.
Current: Proposed:
None of the Funds may write or This restriction would be made
sell put options, call options, non-fundamental.
straddles, spreads or any
combination thereof, except for
transactions in options on
securities or indices of
securities, futures contracts
and options on futures
contracts, and in the case of
(a) the Short Bond Fund, similar
investments and (b) in the case
of the Growth Fund and the
International Equity Fund,
forward foreign currency
exchange, other contracts for
the future delivery of foreign
currency, and similar
instruments.
-32-
<PAGE>
Approval of Proposal 4
In order for Proposals 4(a), (b), (c), (d), (e) and (f) to be adopted
for a particular Fund, they must be approved by a Majority of the Outstanding
Shares of that Fund. Shares of each of the Funds will be voted separately on a
Fund-by-Fund basis on Proposals 4(a), (b), (c), (d), (e) and (f) .
THE BOARDS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR" THE
CHANGING OF THE FUNDAMENTAL INVESTMENT POLICIES AND LIMITATIONS
SET FORTH IN PROPOSAL 4 TO NON-FUNDAMENTAL POLICIES AND
LIMITATIONS.
PROPOSAL 5. APPROVAL OF CHANGES IN FUNDAMENTAL INVESTMENT
OBJECTIVES.
The Boards believe that the following changes to the investment
objectives of certain Funds of the Trusts will express more clearly and
accurately the investment strategies that will be utilized by the Co-Advisers
as they advise these Funds.
Current Investment Objective Proposed New Investment Objective
a. Growth/Value and VA Growth Value Funds
"to achieve long-term capital "to provide long-term capital
appreciation and, secondarily,to growth, with income a secondary
produce current income consideration"
approximating that prevailing
within the general equity
market"
b. Opportunity and VA Opportunity Funds
"to achieve long-term capital "to achieve long-term capital
appreciation and, secondarily, appreciation"
to maintain a moderate level
of dividend income"
c. Capital Growth and VA Capital Growth Funds
-33-
<PAGE>
"to maximize long-term capital "seeks long-term capital
appreciation with current appreciation"
income not a significant
consideration"
-34-
<PAGE>
d. International Equity Fund
Current Investment Objective Proposed New Investment Objective
"to achieve long-term capital "to achieve long-term capital
appreciation and, secondarily, appreciation"
to produce current income"
Approval of Proposal 5
In order for Proposals 5(a), (b), (c) and (d) to be adopted for a
particular Fund, they must be approved by a Majority of the Outstanding Shares
of that Fund. Shares will be voted separately on a Fund-by-Fund basis on
Proposals 5(a), (b), (c) and (d).
THE BOARDS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR" THE
CHANGING OF THE FUNDAMENTAL INVESTMENT OBJECTIVES SET FORTH IN PROPOSAL 5.
PROPOSAL 6. RATIFICATION OF THE APPOINTMENT OF TWO TRUSTEES OF
THE TRUSTS
At the Meetings, shareholders of the Trusts will be asked to ratify
the appointment of two Trustees, John P. Gould and Marilyn McCoy, to the
Boards of Trustees of the Trusts. Mr. Gould and Ms. McCoy are incumbent
Trustees who were appointed by the Boards to serve as Trustees as of January
9, 1996. Both Mr. Gould and Ms. McCoy have served as trustees of the Prairie
Funds. In addition to Mr. Gould and Ms. McCoy, Earl I. Heenan, Jr., Eugene C.
Yehle, Will M. Caldwell, Nicholas J. De Grazia, Julius L. Pallone, Donald G.
Sutherland and Donald L. Tuttle serve as Trustees on the Boards of Trustees of
the Trusts. Messrs. Heenan, Yehle, Pallone, Caldwell and Dr. De Grazia were
elected by Trusts' shareholders at a meeting held on April 28, 1992 and
Messrs. Sutherland and Tuttle were elected by the Trusts' shareholders at a
meeting held on November 28, 1995. Mr. Yehle and Mr. Heenan will retire from
service on the Boards as of the effective date of the Reorganization. It is
contemplated that Mr. Yehle's and Mr. Heenan's positions on the Boards will
not be filled but that instead the Boards will each have seven trustees.
Each elected Trustee will hold office for an indefinite term until the
earlier of (1) the next meeting of shareholders at which Trustees are elected
and at which his or her successor is
-35-
<PAGE>
elected and qualifies, (2) the resignation of the Trustee or the termination
of his or her term as a Trustee in accordance with the Trusts' Declarations of
Trust, or (3) another event or date established in accordance with the Trusts'
current By-Laws (which may be changed without shareholder vote).
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. Cumulative voting is not permitted. Both
nominees have consented to being named in this Proxy Statement and to serve if
elected. If either nominee withdraws from the election or is otherwise unable
to serve, the named proxies will vote for the election of such substitute
nominee as the Boards may recommend, unless the Boards decide to reduce the
number of Trustees serving on the Boards.
The election of Mr. Gould and Ms. McCoy is being submitted to the
Trusts' shareholders so that all of the Trustees of the Trusts will have been
elected by their respective shareholders. Normally, there will be no meetings
of shareholders for the purpose of electing Trustees except as required by the
1940 Act. See "Additional Information Shareholder Meetings" below. Subsequent
vacancies on Trusts' Boards of Trustees may be filled by the remaining
Trustees if immediately thereafter at least two-thirds of the Trustees then
holding office have been elected by shareholders. Accordingly, the election of
Mr. Gould and Ms. McCoy by shareholders will allow the Boards to fill more
vacancies in the future without the delay and expense of separate shareholder
votes. Pursuant to the requirements of the 1940 Act and the Trusts'
Declarations of Trust, the election of Mr. Gould and Ms. McCoy as Trustees of
the Trusts must be approved by a plurality of the outstanding Shares of each
of the Trusts for which votes are cast. If Mr. Gould and Ms. McCoy are not
approved by the shareholders of either of the Trusts, they will continue to
serve as appointed members of the Board.
The following table contains relevant information about each of the
current Trustees of the Trusts:
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<PAGE>
Business Woodward Fund
Experience Shares Owned
Trustee During Past Beneficially as
Name Age Since Five Years of December 31, 1995
- ---- --- ----- ---------- --------------------
Will M. Caldwell, 70 August, Retired; Executive None
Trustee 1991 Vice President,
Chief Financial
Officer and
Director, Ford
Motor Company
(1979-1985);
Director, First
Nationwide Bank
(1986-1991);
Director, Air
Products &
Chemicals, Inc.
(since 1985);
Director, Zurich
Holding Company of
America (since
1990); Director,
The Batts Group,
Ltd. (since 1986);
Trustee and Vice
Chairman, Detroit
Medical Center
(1986-1991);
Trustee Emeritus
and Chairman of the
Pension Investment
Sub-Committee,
Detroit Medical
Center (since 1991)
-37-
<PAGE>
Business Woodward Fund
Experience Shares Owned
Trustee During Past Beneficially as
Name Age Since Five Years of December 31, 1995
- ---- --- ----- ---------- --------------------
Nicholas J. 53 March, Consultant, Lionel (1)
De Grazia, 1992 L.L.C. (since
Trustee 1995); President,
Chief Operating
Officer and
Director, Lionel
Trains, Inc.(1990-
1995); Vice
President-Finance
and Treasurer,
University of
Detroit (1981-1990);
President (1986-1990)
and Director (1986-
1995), Polymer
Technologies, Inc.;
President, Florence
Development Company
(1987-1990); Chairman
(since 1994) and
Director (1992-1995),
Central Macomb County
Chamber of Commerce;
Vice-Chairman,
Michigan Higher
Education Facilities
Authority (since 1991);
Director, Happiness
Express Inc.
(since 1995)
-38-
<PAGE>
Business Woodward Fund
Experience Shares Owned
Trustee During Past Beneficially as
Name Age Since Five Years of December 31, 1995
- ---- --- ----- ---------- --------------------
John P. Gould 57 January, Steven G. None
1996 Rothmeier Professor
(since January,
1996) and
Distinguished
Service Professor
of Economics of the
University of
Chicago Graduate
School of Business
(since 1984); Dean
of the University
of Chicago Graduate
School of Business
(1983-1993); Member
of Economic Club of
Chicago and Commercial
Club of Chicago;
Director of Harbor
Capital Advisors and
Dimensional Fund
Advisors; Trustee,
Prairie Family of
Funds
Earl I. Heenan, 77 April, Director (since (2)
Jr., Chairman 1987 1995), Vice
and President* Chairman (1988-
1995) and President
(1955-1988)Detroit
Mortgage & Realty
Company; President
(1989-1992)and Trustee
(since 1966), Cottage
Hospital of Grosse
Pointe (affiliate of
Henry Ford Health System);
Trustee, Henry
Ford Health Sciences
Center(since 1987);
Trustee, Henry Ford
Continuing Care
Corporation(since 1980);
Trustee, Earhart
Foundation (since 1980)
-39-
<PAGE>
Business Woodward Fund
Experience Shares Owned
Trustee During Past Beneficially as
Name Age Since Five Years of December 31, 1995
- ---- --- ----- ---------- --------------------
Marilyn McCoy, 48 January, Vice President of None
Trustee 1996 Administration and
Planning of
Northwestern
University (since
1985); Director of
Planning and Policy
Development for the
University of
Colorado (1981-
1985); Member of
the Board of
Directors of
Evanston Hospital,
Chicago
Metropolitan YMCA,
Chicago Network and
United Charities;
Member of the
Chicago Economics
Club; Trustee,
Prairie Family of
Funds
-40-
<PAGE>
Business Woodward Fund
Experience Shares Owned
Trustee During Past Beneficially as
Name Age Since Five Years of December 31, 1995
- ---- --- ----- ---------- --------------------
Julius L. 65 July, President, J.L. (3)
Pallone, 1987 Pallone Associates,
Trustee Consultants (since
1994); Chairman of
the Board (1974-
1993), Maccabees
Life Insurance
Company; President
and Chief Executive
Officer, Royal
Financial Services
(1991-1993);
Director, American
Council of Life
Insurance of
Washington, D.C.
(life insurance
industry
association) (1988-
1993); Director,
Crowley, Milner and
Company (department
store) (since
1988); Trustee,
Lawrence Institute
of Technology
(since 1982);
Director, Detroit
Symphony Orchestra
(since 1985);
Director, Oakland
Commerce Bank
(since 1984)and
Michigan Opera
Theater (since
1981)
Donald G. 67 January, Partner of the law (4)
Sutherland, 1993 firm Ice, Miller,
Trustee* Donadio & Ryan,
Indianapolis,
Indiana
-41-
<PAGE>
Business Woodward Fund
Experience Shares Owned
Trustee During Past Beneficially as
Name Age Since Five Years of December 31, 1995
- ---- --- ----- ---------- --------------------
Donald L. 61 January, Vice President None
Tuttle, 1993 (since 1995),
Trustee Senior Vice
President (1992-
1995) Association
for Investment
Management and
Research; Senior
Professor of
Finance, Indiana
University (1970-
1991); Vice
President, Trust &
Investment
Advisers, Inc.
(1990-1991);
Director, Federal
Home Loan Bank of
Indianapolis (1981-
1985)
Eugene C. Yehle, 75 April, Retired; Director None
Trustee and 1987 0f Investor
Treasurer* Relations and
Pension
Investments, Dow
Chemical Company
(1972-1985);
Trustee, Alma
College (since
1978); Trustee
(since 1977) and
Chairman (since
1983), Charles J.
Strosacker
Foundation; Trustee
(1989-1993),
Higgins Lake
Foundation
* Messrs. Heenan, Yehle and Sutherland are "interested persons" of the Trusts,
as defined in the 1940 Act. Mr. Heenan is deemed to be an interested person of
the Trusts because he serves as an officer of each Trust and owns common stock
of First Chicago NBD Corporation; Mr. Yehle is deemed to be an interested
person of the Trusts because he is an officer of each Trust and he and his
wife own common stock of First Chicago NBD Corporation; and Mr. Sutherland is
deemed to be an interested person of the Trusts because the law firm of which
he is a partner provides legal services to an affiliate of the Adviser.
-42-
<PAGE>
(1) Dr. De Grazia shared investment and voting power with his wife
with respect to 125,282.03 shares of the Money Market Fund.
(2) Mr. Heenan held sole investment and voting power with respect to
5,742 shares of the Money Market Fund, 800 shares of the Growth/Value Fund,
1,262 shares of the Opportunity Fund, 1,135 shares of the Capital Growth Fund
and 2,915 shares of the Intermediate Bond Fund. Mr. Heenan and the Earhart
Foundation shared investment power with respect to 731,397 shares of the Money
Market Fund and shared voting power with respect to 237,549 shares of the
Opportunity Fund. Mr. Heenan and Richard W. Jackson Trust B shared investment
power with respect to 73,397 shares of the Tax-Exempt Money Market Fund and
shared voting power with respect to 3,893 shares of the Opportunity Fund.
(3) Mr. Pallone held sole investment and voting power with respect to
24,586 shares of the Tax-Exempt Money Market Fund and 2,000 shares of the
Opportunity Fund.
(4) Mr. Sutherland held sole investment and voting power with respect
to 4,812.69 shares of the Money Market Fund.
- --------------------------------
The Board held four regular meetings during the fiscal year ended
December 31, 1995. Each Trustee attended each meeting with the exception of
Mr. Donald Sutherland who did not attend one meeting. The Boards of Trustees
do not have standing compensation, audit or nominating committees. However, in
accordance with a plan whereby the Woodward Trust may incur distribution fees
pursuant to Rule 12b-1 under the 1940 Act, the Disinterested Trustees of the
Woodward Trust are responsible for the selection and nomination of candidates
to serve as Disinterested Trustees of the Woodward Trust.
The address of each Trustee is The Woodward Funds, c/o NBD Bank, 611
Woodward Avenue, Detroit, Michigan 48226.
Prior to May 11, 1995, each Trustee was entitled to receive from the
Trusts an annual fee of $6,000 and a fee of $1,000 for each Board meeting
attended. Since May 11, 1995, each Trustee has received from the Trusts a
total annual fee of $17,000 and a fee of $2,000 for each Board meeting
attended (meetings of the Boards are normally held concurrently) and the
Chairman is paid an additional retainer of $4,250 per year for his services to
the Trusts in this capacity. These fees are allocated among the Funds of the
Trusts based on their relative net assets. The Trustees are reimbursed for
expenses incurred by them in connection with their duties.
The following table summarizes the compensation of the Trustees for
the Trusts' fiscal year ended December 31, 1995:
-43-
<PAGE>
<TABLE>
<CAPTION>
Total
Compen-
sation
Pension or from the
Retirement Trusts
Benefits Estimated and Trust
Aggregate Accrued Annual Complex **
Compensation as Part of Benefits Paid to
Name of from The Trusts Upon Board
Person, Position the Trusts* Expenses Retirement Member
---------------- ----------- -------- ---------- ------
<S> <C> <C> <C> <C>
Will M. Caldwell, $21,250 None None $21,250(2)+
Trustee
John P. Gould, *** None None $30,000(4)+
Trustee
Nicholas J. $21,250 None None $21,250(2)+
De Grazia,
Trustee
Earl I. Heenan, $24,438 None None
Jr., Chairman, $24,438(2)+
President and
Trustee ++
Marilyn McCoy *** None None $30,000(4)+
Julius L. Pallone, $21,250 None None $21,250(2)+
Trustee ++
Donald G. $21,250 None None $21,250(2)+
Sutherland,
Trustee ++
Donald L. Tuttle, $21,250 None None $21,250(2)+
Trustee ++
Eugene C. Yehle, $21,250 None None $21,250(2)+
Trustee and
Treasurer
- --------------------------------
<FN>
* Amount does not include reimbursed expenses for attending Board meetings,
which are estimated to be approximately $2,350 for all Trustees as a group.
** The Trust Complex consists of the Woodward Trust, Woodward VA Trust,
Prairie Funds, Prairie Institutional Funds, Prairie Intermediate Bond Fund and
Prairie Municipal Bond Fund, Inc.
*** Mr. Gould and Mrs. McCoy were not trustees of the Trusts during the fiscal
year ended December 31, 1995 .
+ Total number of investment companies from which the Trustee receives
compensation for serving as a trustee.
++ Deferred compensation in the amounts of $24,437.50, $21,250, $21,250, and
$21,250 accrued during the Trusts' fiscal year ended December 31, 1995 for
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<PAGE>
Earl I. Heenan, Jr., Julius L. Pallone , Donald G. Sutherland and Donald L.
Tuttle, respectively.
</TABLE>
-45-
<PAGE>
Approval of Proposal 6
In order for Proposal 6 to be adopted, it must be approved by a
plurality of the votes cast of each of the Trusts.
THE BOARDS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR"
EACH NOMINEE FOR TRUSTEE.
PROPOSAL 7. APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED
DECLARATION OF TRUST OF THE WOODWARD TRUST.
It is proposed that pursuant to Article XI, Section 11.4 of the
Amended and Restated Declaration of Trust ("Declaration of Trust") dated May
1, 1992, of the Woodward Trust, the following amendments to the Declaration of
Trust be made:
-46-
<PAGE>
The language of the first sentence of Section 11.3 be amended to read
as follows:
Current Language Amended Language
- ---------------- ----------------
The Trust may merge or The Trust may merge
consolidate with any other or consolidate with
corporation, association, any other
trust or other organization corporation,
or may sell, lease or association, trust or
exchange all or other organization or
substantially all of the may sell, lease or
Trust Property, including exchange all or
its good will, upon such substantially all of
terms and conditions and for the Trust Property,
such consideration when and including its good
as authorized at any meeting will, upon such terms
of Shareholders called for and conditions and
that purpose by the for such
affirmative vote of the consideration when
holders of not less than and as authorized at
two-thirds of such shares of any meeting of
each Series, or by an Shareholders called
instrument or instruments in for that purpose by
writing without a meeting, the affirmative vote
consented to by the holders of the holders of a
of not less than two-thirds majority of all the
of such shares of each Shares of each Series
Series. eligible to vote,
taken in the aggregate, or by
an instrument or instruments
in writing without a meeting,
consented to by the holders of
a majority of all the Shares
of each Series eligible to
vote, taken in the aggregate.
-47-
<PAGE>
The language of Section 11.2 be amended to read as follows:
Current Language Amended Language
- ---------------- ----------------
The Trust may be terminated by The Trustees shall have the
the affirmative vote of the power to terminate the Trust
holders of not less than two- or to terminate any Series or
thirds of the Shares of each Class of the Trust at a
Series of the Trust at any meeting by vote of a majority
meeting of Shareholders or by of the Trustees present (a
an instrument in writing, quorum being present) or,
without a meeting, signed by a without a meeting, by written
majority of the Trustees and consents of a majority of the
consented to by the holders of Trustees.
not less than two-thirds of
such Shares. Any Series or Upon the termination of
Class may be so terminated by the Trust or any Series or
vote or written consent of not Class:
less than two-thirds of the
Shares of such Series or (i) The Trust or such
Class. Series or Class shall carry
on no business except for the
purpose of winding up its
affairs.
(ii) The Trustees shall
proceed to wind up the
affairs of the Trust or
such Series or Class and
all of the powers of the
Trustees under this
Declaration shall continue
until the affairs of the
Trust or such Series or
Class shall have been wound
up, including the power to
fulfill or discharge the
contracts of the Trust or
such Series or Class,
collect its assets, sell,
convey, assign, exchange,
transfer or otherwise
dispose of all or any part
of the remaining Trust
Property (or, in the case of
the termination of a Series
or Class, the Trust Property
of such Series or
attributable to the Shares
of
-48-
<PAGE>
Amended Language
----------------
such Class) to one or more
persons at public or private
sale for consideration which
may consist in whole or in
part of cash, securities or
other property of any kind,
discharge or pay its
liabilities, and do all
other acts appropriate to
liquidate its business;
provided that any sale,
conveyance, assignment,
exchange, transfer or other
disposition of all or
substantially all the Trust
Property (or, in the case of
the termination of a Series
or Class, the Trust Property
of such Series or
attributable to the Shares
of such Class) shall require
approval by vote or consent
of the holders of a majority
of the Shares of the Trust
(or, in the case of the
termination of a Series or
Class, a majority of such
Series or Class) entitled to
vote; and
(iii) After paying or
adequately providing for the
payment of all liabilities,
and upon receipt of such
releases, indemnities and
refunding agreements, as
they deem necessary for
their protection, the
Trustees may distribute the
remaining Trust Property of
any Series (or attributable
to the Shares of any Class),
in cash or in kind or partly
each, among the Shareholders
of such Series or Class
according to their
respective rights.
-49-
<PAGE>
Amended Language
----------------
After termination of the
Trust or any Series or Class
and distribution to the
Shareholders as herein
provided, a majority of the
Trustees shall execute and
lodge among the records of
the Trust an instrument in
writing setting forth the
fact of such termination.
Upon termination of the
Trust, the Trustees shall
thereupon be discharged from
all further liabilities and
duties hereunder, and the
rights and interests of all
Shareholders shall thereupon
cease. Upon termination of
any Series or Class, the
Trustees shall thereupon be
discharged from all further
liabilities and duties with
respect to such Series or
Class, and the rights and
interests of all
Shareholders of such Series
or Class shall thereupon
cease.
Currently, a vote of two-thirds of the Shares of each series of the
Trust is required for the following: (a) to terminate the Trust; (b) to merge
or consolidate with any other corporation, association, trust or other
organization; or (c) to sell, lease or exchange all or substantially all of
the Trust's property. Neither the regulations of the SEC nor the laws of the
Commonwealth of Massachusetts where the Trust is organized require a
two-thirds vote for the above-listed purposes. The amendments would provide
the Trust with greater flexibility while maintaining compliance with state and
federal law, by permitting (a) the Trustees to terminate the Trust or any
Series or Class, and (b) a majority of the Shareholders eligible to vote to
authorize such a merger, consolidation or sale, lease or exchange of assets.
Approval of Proposal 7
-50-
<PAGE>
In order for Proposal 7 to be adopted by the Woodward Trust, it must
be approved by not less than two-thirds of the Shares eligible to vote at this
meeting. Shares of each of the Funds of the Woodward Trust will be voted
separately on a Fund-by-Fund basis on Proposal 7.
THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE AMENDMENT TO THE AMENDED AND RESTATED DECLARATION
OF TRUST.
VOTING INFORMATION
Beneficial Owners of the Woodward Trust
As of April 11, 1996, Trussal & Co., 900 Tower Drive, 10th Floor,
Troy, Michigan 48098, held of record the outstanding Class I Shares, as listed
below, of the Funds of the Woodward Trust as nominee of NBD's Trust Division
and affiliated banks which acted as agent or custodian on behalf of their
customers. NBD possessed or shared voting or investment power and may be
deemed for certain purposes to be the beneficial owner with respect to those
Class I Shares listed below as of April 11, 1996.
<TABLE>
<CAPTION>
Percentage of Percentage of
Trussal & Co. Outstanding Shares NBD Outstanding Shares
------------- ------------------ --- --------------------
<S> <C> <C> <C> <C>
Money Market Fund 1,119,337,926 66.31% 565,859,843 33.52%
Government Fund 220,130,889 63.52% 75,558,448 21.80%
Treasury Money Market Fund 652,126,413 73.25% 86,455,763 9.71%
Tax-Exempt Money Market Fund 525,590,084 84.48% 289,351,959 46.51%
Michigan Tax-Exempt Money
Market Fund 41,814,954 68.09% 20,301,858 33.06%
Bond Fund 47,618,355 99.95% 44,508,677 93.42%
Intermediate Bond Fund 36,903,911 100.00% 33,119,176 89.74%
Short Bond Fund 16,509,197 100.00% 15,640,213 94.74%
Municipal Bond Fund 7,043,673 100.00% 5,020,124 71.27%
Michigan Municipal Bond Fund 3,124,975 100.00% 1,975,178 63.21%
Growth/Value Fund 50,464,520 99.94% 45,936,420 90.97%
Opportunity Fund 37,334,158 99.32% 33,910,365 90.21%
Intrinsic Value Fund 19,810,622 99.77% 17,076,428 86.00%
Capital Growth Fund 15,315,972 99.99% 14,084,067 91.95%
Balanced Fund 8,487,031 99.84% 8,322,312 97.90%
Equity Index Fund 42,169,893 99.83% 38,996,471 92.32%
International Equity Fund 12,205,926 99.71% 11,060,436 90.35%
</TABLE>
-51-
<PAGE>
As of April 11, 1996, the Automated Cash Management System ("ACMS"),
9000 Haggerty Road, Belleville, Michigan 48111, held of record the following
Class I Shares on behalf of its participants (no participant owned
beneficially 5% or more of such Shares):
AUTOMATED CASH MANAGEMENT SYSTEM
Percent of
Shareholder Name Number of Outstanding
and Address Shares Held Shares
---------------- ----------- -----------
Money Market Fund 900 Tower Drive 315,383,261.080 18.68%
10th Floor
Troy, MI 48098
Government Money 900 Tower Drive 37,001,111.750
Market Fund 10th Floor 10.68%
Troy, MI 48098
Treasury Money 900 Tower Drive 202,888,627.970 22.79%
Market Fund 10th Floor
Troy, MI 48098
Tax-Exempt Money 900 Tower Drive 64,407,122.370 10.35%
Market Fund 10th Floor
Troy, MI 48098
Michigan Tax- 900 Tower Drive 10,087,603.910 16.43%
Exempt Money 10th Floor
Market Fund Troy, MI 48098
Additionally, First of Michigan Corporation, the present co-distributor of
the Funds, held of record, but not beneficially, 49,760,829.1900 Class A
Shares 68.43% of the Michigan Tax-Exempt
Money Market Fund as of April 11, 1996.
The following table sets forth the persons that, as of April 11,
1996, may be deemed to be beneficial owners of 5% or more of the outstanding
Shares of the Money Market, Treasury Money Market, Tax-Exempt Money Market and
Michigan Tax-Exempt Money Market Funds and of each of the Class I and Class A
classes of Shares of the remaining Funds of the Trust:
-52-
<PAGE>
Percent of
Shareholder Name Number of Outstanding
and Address Shares Held Shares
---------------- ----------- -----------
Money Market Fund- BHC Securities 37,408,131.480 18.30%
Class A One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Government Fund- BHC Securities 9,250,911.230 19.04%
Class A One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Government Fund- SEC Lending Collateral- 19,603,000.00 5.66%
Class I Lehman
Trust Administration
611 Woodward Avenue
Detroit, MI 48232
Treasury Money BHC Securities 12,731,953.930 55.28%
Market Fund-Class A One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Walter International 2,955,354.150 12.83%
Congo Inc.
One Jackson Square
Jackson, MI 49201
Tax-Exempt Money BHC Securities 5,229,907.990 18.09%
Market Fund-Class A One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Michigan Tax-Exempt Michigan School Asbestos 8,537,688.000 13.90%
Money Market Fund- Trust
Class I Humphrey, Farrington,
McClain PC
c/o Scott Manuel
221 W. Lexington
Suite 400
P. O. Box 900
Independence, MS 64051
Bond Fund-Class I NBD Bancorp Inc. 2,482,665.331 5.21%
Employees' Savings and
Investment Plan
Trust Administration
611 Woodward Avenue
Detroit, MI 48232
Henry Ford Investment 9,054,319.689 19.00%
Management-Account
600 Fisher Building
Detroit, MI 48202
Intermediate Bond BHC Securities 137,965.479 12.11%
Fund-Class A One Commerce Square
2005 Market Street
Philadelphia, PA 19103
-53-
<PAGE>
Percent of
Shareholder Name Number of Outstanding
and Address Shares Held Shares
---------------- ----------- -----------
Short Bond Fund- BHC Securities 23,873.240 31.03%
Class A One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Benjamin J. Soleau 4,950.679 6.44%
543 Adams
Plymouth, MI 48170
Richard A. Poel 5,679.723 7.38%
10 Lakeview Drive
Beale AFB, CA 95903
Richard L. Foersterling 19,965.303 25.95%
1256 Penniman
Plymouth, MI 48170
Michael G. Hall 3,922.694 5.10%
Family Trust
1006 Cumber Road
Ubly, MI 48475
Short Bond Fund- The Wellness Plan 4,098,062.186 24.82%
Class I 6500 John C. Lodge
Detroit, MI 48202
Kresge Foundation 4,044,108.681 24.50%
3215 W. Big Beaver
P. O. Box 3151
Troy, MI 48007-3151
Municipal Bond BHC Securities 75,215.365 6.32%
Fund-Class A One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Municipal Bond Charles J. Lefler 620,328.325 8.81%
Fund-Class I Revocable Trust
39740 Walker Court
Northville, MI 48167
Consumer Power 1,589,431.300 22.57%
212 W. Michigan Avenue
Jackson, MI 49201
Michigan Municipal Carol Lefler Revocable 209,878.635 6.72%
Bond Fund-Class I Trust
39740 Walker Court
Northville, MI 48167
Growth/Value Fund- BHC Securities 452.039.547 11.66%
Class A One Commerce Square
2005 Market Street
Philadelphia, PA
19103
Opportunity Fund- BHC Securities 435,386.057 9.85%
Class A One Commerce Square
2005 Market Street
Philadelphia, PA 19103
-54-
<PAGE>
Percent of
Shareholder Name Number of Outstanding
and Address Shares Held Shares
---------------- ----------- -----------
Intrinsic Value BHC Securities 180,106.171 11.90%
Fund-Class A One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Capital Growth BHC Securities 56,155.051 13.64%
Fund-Class A One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Balanced Fund- BHC Securities 46,818.554 5.26%
Class A One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Balanced Fund-Class NBD Bancorp, Inc. 1,939,412.930 22.81%
I Employees' Savings and
Investment Plan
Trust Administration
611 Woodward Avenue
Detroit, MI 48232
Dickinson/Wright Target 1,053,549.999 12.39%
Benefit
500 Woodward Avenue
Suite 4000
Detroit, MI 48226
Albert Kahn and 468,889.3570 5.52%
Associates
7430 Second Avenue
Detroit, MI 48202
Equity Index Fund- BHC Securities 149,705.0690 38.63%
Class A One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Equity Index Fund- Whirlpool 11,851,242.7210 28.06%
Class I 2000 M-63 North
Benton Harbor, MI 49022
Oakland County 3,271,916.4120 7.75%
Retirement System
1200 North Telegraph
Pontiac, MI 48053
Consumer Power Union 3,310,073.3830 7.84%
Welfare Benefit
212 W. Michigan Avenue
Jackson, MI 49201
McGregor Fund 3,284,511.6670 7.78%
333 West Fort Street
Detroit, MI 48226
International BHC Securities 23,040.3720 21.56%
Equity Fund-Class A One Commerce Square
2005 Market Street
Philadelphia, PA 19103
-55-
<PAGE>
Percent of
Shareholder Name Number of Outstanding
and Address Shares Held Shares
---------------- ----------- -----------
International Employees Retirement 4,269,534.6700 34.88%
Equity Fund-Class I Plan of NBD Bank
Trust Administration
611 Woodward Avenue
Detroit, MI 48232
At December 31, 1995, the Trustees and officers of the Woodward Trust as a
group owned beneficially less than 1% of the outstanding Shares of the
Woodward Trust.
Beneficial Owners of the Woodward VA Trust
The Woodward VA Trust was organized primarily for the purpose of
providing a vehicle for the investment of assets received by separate
investment accounts registered under the 1940 Act ("Separate Accounts")
established by participating life insurance companies. Currently, the only
such participating life insurance company is ITT Hartford Life and Annuity
Insurance Company ("ITT").
Hartford Life Insurance Company ("Hartford") provided the seed money
(with an initial value of $5,000,000 on March 30, 1995) for the Woodward VA
Trust. As of April 11, 1996 all of the issued and outstanding shares of each
Fund of the Woodward VA Trust were owned by Hartford and ITT. All such shares
are held in Separate Accounts pursuant to Variable Annuity Contracts.
Except to the extent indicated above, to the knowledge of the Woodward
VA Trust, no shareholder owned of record or beneficially more than 5% of the
outstanding Shares of any of the Funds on the record date.
At December 31, 1995, the Trustees and officers of the Woodward VA
Trust as a group owned beneficially less than 1% of the outstanding Shares of
the Woodward VA Trust.
ITT will vote the Shares of the Funds held by the Separate Account in
accordance with the instructions received from the owners whose contracts are
funded through such account. In addition, Shares corresponding to such
contracts for which no instructions have been given and Shares owned by
Hartford (the "seed money" shares) will be voted in the same proportion as
Shares of the Funds for which ITT received instructions from contract owners.
-56-
<PAGE>
Quorum
In the event that a quorum is not present at the Meetings, or in the
event that a quorum is present at the Meetings 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 Meetings 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 Meetings 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 one of the Trusts
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 each of the Trusts 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 Meetings. For purposes
of determining the presence of a quorum for transacting business at the
Meetings, 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 Meetings but which have not been voted. Abstentions and broker "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.
ADDITIONAL INFORMATION
Additional Information about the Co-Advisers
NBD is a state chartered bank incorporated under the laws of Michigan
with its principal office and place of business at 611 Woodward Avenue,
Detroit, Michigan.
The name and principal occupation of the chief executive officer and
each director of NBD are as follows:
Verne G. Istock, Chairman and Chief Executive Officer, NBD Bank and
First Chicago NBD Corporation and Director of Handleman Company and Kelly
Services, Inc.; Don H. Barden, Chairman and President, Barden Companies, Inc.;
Bernard B. Butcher, Retired Senior Consultant and Director of the Dow Chemical
Company; John W. Day, Retired Executive Vice President, Allied Signal, Inc.
and President, Allied Signal International, Inc.;
-57-
<PAGE>
Charles T. Fisher, III, Retired Chairman and President, NBD Bancorp, Inc. and
NBD Bank, and Director of AMR Corporation, General Motors Corporation, and
JANNOCK Limited (Toronto); Alfred R. Glancy, III Chairman, President and Chief
Executive Officer of MCN Corporation, Chairman of Michigan Consolidated Gas
Company, and Director of MLX Corp.; Dennis J. Gormley, Chairman, President and
Chief Executive Officer, Federal Mogul Corporation, and Director of Cooper
Tire and Rubber Company; Joseph L. Hudson, Jr., Chairman, Hudson-Webber
Foundation; Thomas H. Jeffs, II, Vice Chairman First Chicago NBD Corporation,
and President NBD Bank; John E. Lobbia, Chairman and Chief Executive Officer,
The Detroit Edison Company; Robert C. Stempel, Chairman of the Board, Energy
Conversion Devices, Inc.; Retired Chairman and Chief Executive Officer,
General Motors Corporation; and Peter W. Stroh, Chairman and Chief Executive
Officer, The Stroh Companies, Inc., Chairman, The Stroh Brewery Company and
Director of Masco Corporation. Each of these persons may be reached c/o NBD,
611 Woodward Avenue, Detroit, Michigan 48226.
FCIMCO, which is located at Three First National Plaza, Chicago,
Illinois 60670, is a registered investment adviser, which, as of December 31,
1995, provided investment management services to portfolios containing
approximately $34.2 billion in assets.
The following persons are officers and/or directors of FCIMCO: J.
Stephen Baine, Chairman of the Board of Directors, Chief Executive Officer and
President; William G. Jurgensen and David J. Vitale, Directors; Terrall J.
Janeway, Treasurer, Chief Financial and Accounting Officer and Managing
Director; Bradford M. Markham, Secretary and Chief Legal Officer; and Deborah
L. Edwards, Marco Hanig, David R. Kling and Stephen P. Manus, Managing
Directors.
Banking laws and regulations, including the Glass-Steagall Act as
presently interpreted by the Board of Governors of the Federal Reserve System,
prohibit a bank holding company registered under the Federal Bank Holding
Company Act of 1956 or any bank or non-bank affiliate thereof from sponsoring,
organizing, controlling or distributing the shares of a registered open-end
investment company continuously engaged in the issuance of its shares, and
prohibit banks generally from underwriting securities. The Co-Advisers are
subject to such laws and regulations. However, a holding company or affiliate,
and banks generally, can act as adviser or custodian to an investment company
and can purchase shares of an investment company as agent for and upon the
order of customers. The Co-Advisers believe that they may perform the services
contemplated by the New Advisory Agreements, and with respect to NBD, the
custodian services, without violating these banking laws or regulations.
However, future changes in legal requirements relating to the permissible
activities of banks and their
-58-
<PAGE>
affiliates, as well as future interpretations of current requirements, could
prevent NBD and FCIMCO from continuing to perform investment advisory services
for the Trusts and NBD from providing custodial services for the Trusts. If
NBD and FCIMCO were prohibited from performing investment advisory or
custodial services for the Trusts, it is expected that the Boards of Trustees
would select another qualified firm or firms. Any new advisory agreements
would be subject to shareholder approval. The Trusts do not anticipate that
shareholders would suffer any adverse financial consequences should this
occur.
Other Services Provided by NBD
NBD serves as, and receives compensation as, Custodian and Transfer
Agent for each of the Trusts. The following chart shows the fees received by
NBD for providing these services to the Trusts for the fiscal year ended
December 31, 1995:
<TABLE>
<CAPTION>
Fund Custodial Transfer
---- Fees Agency Fees
--------- -----------
<S> <C> <C>
Money Market $ 60,686 $ 81,059
Government $ 8,370 $ 24,255
Treasury Money Market $ 12,919 $ 11,444
Tax-Exempt Money Market $ 41,886 $ 17,256
Michigan Tax-Exempt $ 11,132 $ 11,846
Bond $ 80,898 $ 38,611
Intermediate Bond $ 71,081 $ 18,952
Short Bond $ 31,613 $ 4,585
Municipal Bond $ 17,836 $ 11,521
Michigan Municipal Bond $ 15,729 $ 16,438
Growth/Value $ 96,218 $ 78,475
Opportunity $ 97,189 $134,736
Intrinsic Value $ 46,198 $ 35,266
Capital Growth $ 30,473 $ 12,933
Balanced $ 73,464 $ 18,045
Equity Index $ 79,955 $ 7,135
International Equity $133,650 $ 6,713
</TABLE>
-59-
<PAGE>
<TABLE>
<CAPTION>
Fund Custodial Transfer
---- Fees Agency Fees
--------- -----------
<S> <C> <C>
VA Balanced $ 29,452 $ 3,337
VA Growth/Value $ 19,441 $ 3,321
VA Opportunity $ 31,017 $ 3,344
VA Capital Growth $ 14,326 $ 3,346
VA Money Market $ 5,176 $ 3,246
</TABLE>
NBD Securities, an affiliate of NBD, received a service fee from the
Woodward Trust under a Servicing Agreement of $376,700 for the fiscal year
ended December 31, 1995.
Portfolio Transactions
In the New Advisory Agreements, the Co-Advisers agree to place all
orders for the purchase and sale of portfolio securities for the account of
each Fund with brokers or dealers selected by the Co-Advisers. In executing
portfolio transactions and selecting brokers or dealers, the Co-Advisers will
use their best efforts to seek on behalf of each Fund the best overall terms
available. In assessing the best overall terms available for any transaction,
the Co-Advisers are to consider all factors they deem relevant, including the
breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific transaction
and on a continuing basis. The Co-Advisers may also consider the brokerage and
research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) provided to any Fund and/or other accounts
over which the Co-Advisers or an affiliate of the Co-Advisers exercises
investment discretion. Like the Current Advisory Agreements, the New Advisory
Agreements authorize the Co-Advisers, with the prior approval of each Trust's
Board of Trustees, to pay a broker-dealer, which provides such brokerage and
research services, a higher commission than that charged by another
broker-dealer for effecting that transaction. In order to do this, the
Co-Advisers must determine in good faith that the commission is reasonable in
relation to the value of the brokerage and research services provided by the
broker-dealer in the particular transaction or the overall responsibilities of
the Co-Advisers to the Fund involved.
Supplementary research information so received is in addition to, and
not in lieu of, services required to be performed by the Co-Advisers and does
not reduce the advisory fees payable by the Funds. The Boards will
periodically review
-60-
<PAGE>
any commissions paid by the Funds to consider whether the commissions paid
over representative periods of time appear to be reasonable in relation to the
benefits inuring to the Funds. It is possible that certain of the
supplementary research or other services received will primarily benefit one
or more other investment companies or other accounts for which investment
discretion is exercised by the Co-Advisers. Conversely, a Fund may be the
primary beneficiary of the research or services received as a result of
portfolio transactions effected for such other account or investment company.
Portfolio transactions for equity and certain debt securities may be
executed on the several U.S. stock exchanges, and in the case of the
International Equity Fund on various foreign exchanges. Transactions on these
exchanges involve the payment of negotiated brokerage commissions. On
exchanges on which commissions are negotiated, the cost of transactions may
vary among different brokers.
Fixed income securities purchased and sold by the Funds are generally
traded in the over-the-counter market on a net basis (i.e., without
commission). The price of these securities, however, usually includes a profit
to the dealer. Securities purchased in underwritten offerings include a fixed
amount of compensation to the underwriter, generally referred to as the
underwriter's concession or discount. When securities are purchased directly
from or sold directly to an issuer, no commissions or discounts are paid.
For the fiscal year ended December 31, 1995, the Money Market,
Treasury Money Market, Tax-Exempt Money Market, Michigan Tax-Exempt Money
Market, Bond, Intermediate Bond, Short Bond, Municipal Bond, and Michigan
Municipal Bond Funds paid no brokerage commissions. For the same period, the
Growth/Value, Opportunity, Intrinsic Value, Capital Growth, Balanced, Equity
Index and International Equity Funds paid $504,214, $866,286, $209,816,
$120,761, $81,178, $137,443 and $72,856, respectively, in brokerage
commissions. For the period ended December 31, 1995, the VA Balanced, VA
Growth/Value, VA Opportunity and VA Capital Growth Funds paid brokerage
commissions of $22,655, $13,251, $24,872 and $16,571, respectively.
The Funds may participate, if and when practicable, in bidding for the
purchase of portfolio securities directly from an issuer in order to take
advantage of the lower purchase price available to members of a bidding group.
A Fund will engage in this practice, however, only when the Co-Advisers, in
their discretion, believe such practice to be otherwise in the Fund's
interests.
The Trusts will not execute portfolio transactions through, acquire
portfolio securities issued by, make savings deposits in
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or enter into repurchase or reverse repurchase agreements with the
Co-Advisers, the distributor or an affiliated person of any of them (as such
term is defined in the 1940 Act) acting as principal to the extent prohibited
by the 1940 Act. In addition, a Fund will not purchase securities during the
existence of any underwriting or related selling group of which a distributor
or the Co-Advisers, or an affiliated person of either of them, is a member,
except to the extent prohibited by the 1940 Act. Under certain circumstances,
the Funds may be at a disadvantage in comparison with other investment
companies which have similar investment objectives but are not subject to
these limitations.
Investment decisions for each Fund will be made independently from
those for the other Funds and for any other investment companies and accounts
advised or managed by the Co-Advisers. Such other investment companies and
accounts may also invest in the same securities as the Funds. To the extent
permitted by law, the Co-Advisers may aggregate the securities to be sold or
purchased for the Funds with those to be sold or purchased for other
investment companies or accounts in executing transactions. When a purchase or
sale of the same security is to be made at substantially the same time on
behalf of one or more of the Funds and another investment company or account,
the transaction will be averaged as to price and available investments
allocated as to amount, in a manner which the Co-Advisers believes to be
equitable to each Fund and such other investment company or account. In some
instances, this investment procedure could adversely affect the price paid or
received by a Fund or the size of the position obtained or sold by the Fund.
Officers
Officers of the Trusts are elected by, and serve at the pleasure of,
the Boards. Officers of the Trusts receive no remuneration from the Trusts for
their services in such capacities. Information about Earl I. Heenan, Jr., who
has served as the Woodward Trust's Chairman and President since April 27, 1987
and as the Woodward VA Trust's Chairman and President since November 15, 1994,
and Eugene C. Yehle, who has served as the Trust's Trustee and Treasurer since
April 22, 1987 and the Woodward VA Trust's Trustee and Treasurer since
November 15, 1994, is provided above under "Proposal 6." The successors of Mr.
Yehle and Mr. Heenan will be duly appointed by the Boards. W. Bruce McConnel,
III, age 53, has been Secretary to the Trust since April 27, 1988 and
Secretary to the Woodward Variable Trust since November 15, 1994. Mr. McConnel
is a partner of the law firm of Drinker Biddle & Reath, Philadelphia,
Pennsylvania. Drinker Biddle & Reath receives fees for its services.
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<PAGE>
Sponsors and Distributors
BISYS Fund Services will act as sponsor and distributor for the Trusts
after the consummation of the Reorganization. BISYS maintains offices at 3435
Stelzer Road, Columbus, Ohio 43219-3035. First of Michigan Corporation ("FoM")
and Essex National Securities, Inc. currently serve as the sponsors and
distributors of the Trusts. FoM maintains its offices at 100 Renaissance
Center, 26th Floor, Detroit, Michigan 48243. Essex maintains its offices at
215 Gateway Road West, Napa, California 94558.
Independent Public Accountants
Arthur Andersen LLP, independent public accountants, 500 Woodward
Avenue, Detroit, Michigan 48226-3424, serve as auditors for the Trusts.
Representatives of Arthur Andersen LLP are expected to be present at the
Meetings.
Shareholder Meetings
The Woodward Trust is organized as a Massachusetts business trust and
the Woodward VA Trust is organized as a Delaware business trust. The Trusts
will normally not hold annual or other meetings of shareholders for the
purpose of electing Trustees unless fewer than a majority of the Trustees
holding office have been elected by shareholders. The By-Laws of each of the
Trusts provide that meetings of the shareholders shall be called whenever
requested in writing by shareholders of any Series holding in the aggregate
not less than 10% of its outstanding shares. The Trusts' principal offices are
located at 900 Tower Drive, P.O. Box 7058, Troy, Michigan 48007-7058.
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Other Matters
No other business except the matters described above is expected to
come before the Meetings. However, should any other matter requiring a vote of
shareholders arise, the persons named in the enclosed proxy card will vote on
the matters according to their best judgment in the interests of the
respective Trusts.
Shareholder Inquiries
Shareholder inquiries may be addressed to the Trusts in writing at
the address on the cover page of this Combined Prospectus/Proxy Statement
or by telephoning 1-800-626-7091.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETINGS AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO COMPLETE, DATE AND SIGN THE
ENCLOSED PROXY CARD OR CARDS AND RETURN IT OR THEM IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
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<PAGE>
EXHIBIT A
CO-ADVISORY AGREEMENT
This Agreement, dated as of the 12th day of April, 1996, is entered
into by and among NBD Bank ("NBD"), First Chicago Investment Management
Company ("FCIMCO") and The Woodward Funds (the "Trust"), a Massachusetts
business trust registered as an investment company under the Investment
Company Act of 1940 (the
"1940 Act");
WHEREAS, the Trust desires to appoint NBD and FCIMCO to act as
co-advisers to the Trust's investment portfolios listed on Schedule 1 attached
hereto (each a "Fund" and collectively the "Funds").
WHEREAS, NBD and FCIMCO (each an "Adviser" and collectively the
"Advisers") desire to perform investment advisory services on behalf of the
Trust's Funds;
NOW, THEREFORE, the parties hereto intending to be legally bound,
hereby agree as follows:
1. Appointment. (a) The Trust hereby appoints the Advisers to act as
investment co-advisers for each of the Funds of the Trust for the period and
on the terms set forth in this Agreement. The Advisers accept such appointment
and agree to render the services herein set forth, for the compensation herein
provided. The Advisers may, in their discretion, provide such services through
their own employees or the employees of one or more affiliated companies that
are qualified to act as investment adviser to the Trust under applicable law
and are under the common control of First Chicago NBD Corporation provided (i)
that all persons, when providing services hereunder, are functioning as part
of an organized group of persons, and (ii) that such organized group of
persons is managed at all times by persons who are authorized officers of one
or both of the Advisers.
(b) In the event that the Trust establishes one or more
investment portfolios other than the Funds with respect to which it desires to
retain the Advisers to act as investment co-advisers hereunder, the Trust
shall notify the Advisers in writing. If the Advisers are willing to render
such services they shall notify the Trust in writing whereupon, subject to
such shareholder approval as may be required pursuant to Paragraph 8 hereof,
such portfolio shall become a Fund hereunder and the compensation payable by
such new Fund to the Advisers will be as agreed in writing at the time.
2. Management. Subject to the supervision of the Board of Trustees of
the Trust (the "Board"), the Advisers will provide
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a continuous investment program for each of the Funds, including investment
research and management with respect to all securities, investments, cash and
cash equivalents in each Fund. The Advisers will determine from time to time
what securities and other investments will be purchased, retained or sold by
the Trust for each of its Funds. The Advisers will provide the services
rendered by them hereunder in accordance with the investment objective and
policies of each of the Funds as stated in their respective prospectuses
("Prospectuses" or a "Prospectus"), statements of additional information
("SAIs") and all amendments and supplements thereto, Bylaws, Amended and
Restated Declaration of Trust and resolutions adopted from time to time by the
Trust's Board. The Advisers further agree that they:
(a) will conform with all applicable Rules and Regulations
(hereinafter called the "Rules") of the Securities and
Exchange Commission ("SEC"), and will in addition
conduct their activities under this Agreement in
accordance with other applicable laws;
(b) will place all orders for the purchase and sale of
portfolio securities for the account of each Fund
with brokers or dealers selected by the Advisers.
In executing portfolio transactions and selecting
brokers or dealers, the Advisers will use their
best efforts to seek on behalf of the Trust and
each Fund thereof the best overall terms
available. In assessing the best overall terms
available for any transaction, the Advisers shall
consider all factors they deem relevant, including
the breadth of the market in the security, the
price of the security, the financial condition and
execution capability of the broker or dealer, and
the reasonableness of the commission, if any, both
for the specific transaction and on a continuing
basis. In evaluating the best overall terms
available, and in selecting the broker or dealer
to execute a particular transaction, the Advisers
may also consider the brokerage and research
services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934)
provided to any Fund and/or other accounts over
which the Advisers or an affiliate of the Advisers
exercises investment discretion. The Advisers are
authorized, subject to the prior approval of such
policy by the Trust's Board, to pay to a broker or
dealer who provides such brokerage and research
services a commission for executing a portfolio
transaction for any Fund which is in excess of the
amount of commission another broker or dealer
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would have charged for effecting that transaction if,
but only if, such is consistent with applicable law and
the Advisers determine in good faith that such
commission was reasonable in relation to the value of
the brokerage and research services provided by such
broker or dealer -- viewed in terms of that particular
transaction or in terms of the overall responsibilities
of the Advisers to the particular Fund and to the Trust.
In no instance will portfolio securities be purchased
from or sold to the Advisers or the Trust's principal
underwriter for the Funds or an affiliated person of
either, acting as principal or as broker, except as
permitted by law. In executing portfolio transactions
for any Fund, the Advisers, to the extent permitted by
applicable laws and regulations, may but shall not be
obligated to, aggregate the securities to be sold or
purchased with those of other Funds and their other
clients where such aggregation is not inconsistent with
applicable law and the policies set forth in the Funds'
registration statement. In such event, the Advisers will
allocate the securities so purchased or sold, and the
expenses incurred in the transaction, in the manner they
consider to be the most equitable and consistent with
their fiduciary obligations to the Funds and such other
clients;
(c) will maintain a policy and practice of conducting
their investment advisory operations independently
of their commercial banking operations. When the
Advisers make investment recommendations for a
Fund, their investment advisory personnel will not
inquire or take into consideration whether the
issuer of securities proposed for purchase or sale
for the Fund's account are customers of their
commercial departments. In dealing with
commercial customers, the Advisers' commercial
departments will not inquire or take into
consideration whether securities or those
customers are held by the Funds;
(d) will maintain all books and records with respect to the
securities transactions of the Funds; and furnish the
Trust's Board such periodic and special reports as the
Board may request;
(e) will treat confidentially and as proprietary
information of the Trust all records and other
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information relative to the Trust and prior or present
shareholders of the Funds or those persons or entities
who respond to inquiries of the Trust's principal
underwriter concerning investment in the Funds and will
not use such records and information for any purpose
other than performance of their responsibilities and
duties hereunder, except after prior notification to and
approval in writing by the Trust, which approval shall
not be unreasonably withheld and may not be withheld
where the Advisers may be exposed to civil or criminal
contempt proceedings for failure to comply, when
requested to divulge such information by duly
constituted authorities, or when so requested by the
Trust. Nothing contained herein or in any other
agreement executed with the Trust, however, shall
prohibit NBD, FCIMCO and any of their affiliates from
advertising to or soliciting the public generally with
respect to other products or services, including, but
not limited to, any advertising or marketing via radio,
television, newspapers, magazines or direct mail
solicitation, regardless of whether such advertisement
or solicitation may coincidentally include prior or
present Fund shareholders or those persons or entities
who have responded to inquiries of the Trust's principal
underwriter.
3. Services Not Exclusive. The services rendered by the Advisers
hereunder are not to be deemed exclusive, and the Advisers shall be free to
render similar services to others so long as their services under this
Agreement are not impaired thereby.
4. Expenses. During the term of this Agreement, the Advisers will pay
all expenses incurred by them in connection with their activities under this
Agreement other than the cost of securities purchased for the Funds (including
brokerage commissions, if any).
In addition, if the expenses borne by any Fund in any fiscal year
exceed the applicable expense limitations imposed by the securities
regulations of any state in which the shares are registered or qualified for
sale to the public, the Advisers jointly and severally agree to reimburse such
Fund for a portion of any excess expense in an amount equal to the portion
that the advisory fees otherwise payable by the Fund to the Advisers bear to
the total amount of investment advisory and administration fees otherwise
payable by the Fund. The expense reimbursement obligation of the Advisers is
limited to the amount of their fees hereunder for such fiscal year; provided,
however, that notwithstanding the foregoing, the Advisers shall reimburse such
A-4
<PAGE>
Fund for a portion of any such excess expenses in an amount equal to the
proportion that the fees otherwise payable to the Advisers bear to the total
investment advisory and administration fees otherwise payable by the Fund
regardless of the amount of such fees payable to the Advisers during such
fiscal year to the extent that the securities regulations of any state in
which the Trust's shares are registered or qualified for sale so require. Such
expense reimbursement, if any, will be estimated, reconciled and paid on a
monthly basis.
5. Compensation. For the services provided and the expense assumed
pursuant to this Agreement, the Trust will pay the Advisers and the Advisers
will accept as full compensation therefor the fees set forth on Schedule 2
hereof.
6. Sub-Adviser. It is understood that, subject to the prior approval
of the Board of the Trust, the Advisers may employ a sub-adviser(s) to assist
them in the performance of this Agreement, and it is agreed that the Advisers
shall be as fully responsible to the Trust for the acts and omissions of the
sub-adviser(s) as they are for their own acts and omissions. Any compensation
to be paid to such sub-adviser will be paid by the Advisers and the activities
of such subadviser will be subject to the provisions of this Agreement. The
Advisers will use their best effort to cause the sub-adviser(s) to comply with
all of the Advisers' policies, including without limitation, their codes of
ethics and their policies relating to personal trading, brokerage and
securities allocation, soft and hard dollars and compliance.
7. Limitation of Liability of the Advisers. The Advisers shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Trust in connection with the matters to which this Agreement relates,
except a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Advisers in the
performance of their duties or from reckless disregard by their obligations
and duties under this Agreement. The Advisers agree that their liability,
including the liability of any sub-adviser, under this Agreement as set forth
herein, shall be joint and several. Any person, even though also an officer,
Board member, partner, director, employee or agent of an Adviser, who may be
or become an officer, Board member, partner, employee or agent of the Trust,
shall be deemed, when rendering services to the Trust or acting on any
business of the Trust (other than services or business in connection with the
Advisers' duties as co-advisers hereunder) to be rendering such services to or
acting solely for the Trust and not as an officer, Board member, partner,
director, employee or agent or one under the control or direction of the
Advisers even though paid by either of them.
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<PAGE>
8. Duration and Termination. This Agreement shall become effective
(y) as to each Fund which has not commenced operations on the date of this
Agreement, upon the first effective date of a registration statement
registering shares issued by such Fund, and (z) as to each other Fund, upon
the consummation of the first reorganization in which such Fund is a
participant. Unless sooner terminated as provided herein, shall
continue with respect to such Fund until March 31, 1998. Thereafter, if
not terminated, this Agreement shall continue with respect to a Fund
for successive annual periods, provided such continuance is
specifically approved at least annually (a) by the vote of a majority
of those members of the Board of the Trust who are not parties to
this Agreement or "interested persons" of any such party, cast in person at a
meeting called for the purpose of voting on such approval, and (b) by the
Board of the Trust or by vote of a majority of the outstanding voting
securities of such Fund; provided, however, that this Agreement may be
terminated with respect to a Fund, without the payment of any penalty, by the
Board of the Trust or by vote of a majority of the outstanding voting
securities of such Fund on sixty (60) days' written notice, or by the
Advisers, on ninety (90) days' written notice to the Trust. This Agreement
will immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meaning as such terms
have in the 1940 Act.)
9. Amendment of this Agreement. No provisions in this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party or parties against which enforcement of the change,
discharge or termination is sought, and no amendment to this Agreement
affecting a Fund shall be effective until approved by vote of the holders of a
majority of the outstanding voting securities of such Fund.
10. Names. The names "The Woodward Funds" and "Trustees of The
Woodward Funds" refer, respectively, to the Trust created and the trustees
("Trustees"), as trustees but not individually or personally, acting from time
to time under a Declaration of Trust dated April 21, 1987, as amended on May
1, 1992, which is hereby referred to and a copy of which is on file at the
office of the Secretary of State of the Commonwealth of Massachusetts and at
the principal office of the Trust. The obligations of the Fund entered into in
the name or on behalf thereof by any of the Trustees, representatives or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, shareholders or representatives of the Trust
personally, but bind only the Trust property, and all persons dealing with any
series of shares in the Trust must look solely to the Trust property belonging
to such series for the enforcement of any claims against the Trust.
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<PAGE>
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by Michigan law.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
[ SIGNATURES OMITTED ]
A-7
<PAGE>
SCHEDULE 1
MONEY MARKET FUND
TREASURY MONEY MARKET FUND
MUNICIPAL MONEY MARKET FUND
MICHIGAN MUNICIPAL MONEY MARKET FUND
CASH MANAGEMENT FUND
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
TREASURY PRIME CASH MANAGEMENT FUND
GROWTH FUND
INTERNATIONAL EQUITY FUND
EQUITY INDEX FUND
GROWTH AND VALUE FUND
INTRINSIC VALUE FUND
MID-CAP OPPORTUNITY FUND
EQUITY INCOME FUND
SMALL-CAP OPPORTUNITY FUND
BOND FUND
SHORT BOND FUND
MICHIGAN MUNICIPAL BOND FUND
INTERMEDIATE MUNICIPAL BOND FUND
MUNICIPAL BOND FUND
INCOME FUND
INTERMEDIATE BOND FUND
INTERNATIONAL BOND FUND
MANAGED ASSETS BALANCED FUND
MANAGED ASSETS CONSERVATIVE FUND
MANAGED ASSETS GROWTH FUND
A-8
<PAGE>
SCHEDULE 2
As compensation for their services hereunder, the Trust will pay an
advisory fee, computed daily and payable monthly, at the following annual
rates for the respective Funds:
============================================================================
Fund Fee Rate
- ----------------------------------------------------------------------------
Money Market Fund .30% of the first $1.0
Treasury Money Market Fund billion, .275% of the next $1
Michigan Municipal Money Market Fund billion and .25% of each such
Municipal Money Market Fund Fund's average daily net assets
in excess of $2 billion
- ----------------------------------------------------------------------------
International Equity Fund .80% of the average net assets
of the Fund
- ----------------------------------------------------------------------------
Bond Fund .65% of the average net assets
Managed Assets Balanced Fund of the Fund
Managed Assets Conservative
Fund
Managed Assets Growth Fund
- ----------------------------------------------------------------------------
Municipal Bond Fund .40% of the average net assets
Income Fund of the respective Fund
Intermediate Municipal Bond
Fund
Intermediate Bond Fund
Michigan Municipal Bond
Bond Fund
- ----------------------------------------------------------------------------
Short Bond Fund .35% of the average net assets
of the respective Fund
- ----------------------------------------------------------------------------
Cash Management Fund .20% of the average net assets
U.S. Government Securities for each Fund
Cash Management Fund
Treasury Prime Cash
Management Fund
- ----------------------------------------------------------------------------
Equity Index Fund .10% of the average net assets
of the Fund
- ----------------------------------------------------------------------------
International Bond Fund .70% of the average net assets
Small-Cap Opportunity Fund of the Fund
- ----------------------------------------------------------------------------
Equity Income Fund .50% of the average net assets
of the respective Fund
- ----------------------------------------------------------------------------
Growth Fund .60% of the average net assets
Mid-Cap Opportunity Fund of the respective Fund
Growth and Value Fund
Intrinsic Value Fund
============================================================================
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Net asset value shall be computed in accordance with the Funds'
Prospectuses and resolutions of the Trust's Board of Trustees. The fee for the
period from the day of the month this Agreement is entered into until the end
of that month shall be pro-rated according to the proportion which such period
bears to the full monthly period. Upon any termination of this Agreement
before the end of any month, the fee for such part of a month shall be
pro-rated according to the proportion which such period bears to the full
monthly period and shall be payable upon the date of termination of this
Agreement. Such fee as is attributable to each Fund shall be a separate charge
to such Fund and shall be the several (and not joint or joint and several)
obligation of each such Fund.
In addition, the Advisers will receive as compensation under
this Agreement 4/10ths of the gross income earned by each Fund on each loan of
its securities (including capital gains and loss, if any).
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<PAGE>
EXHIBIT B
CO-ADVISORY AGREEMENT
This Agreement, dated as of the ___ day of ______, 1996, is entered
into by and among NBD Bank ("NBD"), First Chicago Investment Management
Company ("FCIMCO") and The Woodward Variable Annuity Fund (the "Trust"), a
Delaware business trust registered as an investment company under the
Investment Company Act of 1940 (the "1940 Act");
WHEREAS, the Trust desires to appoint NBD and FCIMCO to act as
co-advisers to the Trust's investment portfolios listed on Schedule 1 attached
hereto (each a "Fund" and collectively the "Funds").
WHEREAS, NBD and FCIMCO (each an "Adviser" and collectively the
"Advisers") desire to perform investment advisory services on behalf of the
Trust's Funds;
NOW, THEREFORE, the parties hereto intending to be legally bound,
hereby agree as follows:
1. Appointment. (a) The Trust hereby appoints the Advisers to act as
investment co-advisers for each of the Funds of the Trust for the period and
on the terms set forth in this Agreement. The Advisers accept such appointment
and agree to render the services herein set forth, for the compensation herein
provided. The Advisers may, in their discretion, provide such services through
their own employees or the employees of one or more affiliated companies that
are qualified to act as investment adviser to the Trust under applicable law
and are under the common control of First Chicago NBD Corporation provided (i)
that all persons, when providing services hereunder, are functioning as part
of an organized group of persons, and (ii) that such organized group of
persons is managed at all times by persons who are authorized officers of one
or both of the Advisers.
(b) In the event that the Trust establishes one or more
investment portfolios other than the Funds with respect to which it desires to
retain the Advisers to act as investment co-advisers hereunder, the Trust
shall notify the Advisers in writing. If the Advisers are willing to render
such services they shall notify the Trust in writing whereupon, subject to
such shareholder approval as may be required pursuant to Paragraph 8 hereof,
such portfolio shall become a Fund hereunder and the compensation payable by
such new Fund to the Advisers will be as agreed in writing at the time.
2. Management. Subject to the supervision of the Board of Trustees of
the Trust (the "Board"), the Advisers will provide
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a continuous investment program for each of the Funds, including investment
research and management with respect to all securities, investments, cash and
cash equivalents in each Fund. The Advisers will determine from time to time
what securities and other investments will be purchased, retained or sold by
the Trust for each of its Funds. The Advisers will provide the services
rendered by them hereunder in accordance with the investment objective and
policies of each of the Funds as stated in their respective prospectuses
("Prospectuses" or a "Prospectus"), statements of additional information
("SAIs") and all amendments and supplements thereto, Bylaws, Amended and
Restated Declaration of Trust and resolutions adopted from time to time by the
Trust's Board. The Advisers further agree that they:
(a) will conform with all applicable Rules and Regulations
(hereinafter called the "Rules") of the Securities and
Exchange Commission ("SEC"), and will in addition
conduct their activities under this Agreement in
accordance with other applicable laws;
(b) will place all orders for the purchase and sale of
portfolio securities for the account of each Fund
with brokers or dealers selected by the Advisers.
In executing portfolio transactions and selecting
brokers or dealers, the Advisers will use their
best efforts to seek on behalf of the Trust and
each Fund thereof the best overall terms
available. In assessing the best overall terms
available for any transaction, the Advisers shall
consider all factors they deem relevant, including
the breadth of the market in the security, the
price of the security, the financial condition and
execution capability of the broker or dealer, and
the reasonableness of the commission, if any, both
for the specific transaction and on a continuing
basis. In evaluating the best overall terms
available, and in selecting the broker or dealer
to execute a particular transaction, the Advisers
may also consider the brokerage and research
services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934)
provided to any Fund and/or other accounts over
which the Advisers or an affiliate of the Advisers
exercises investment discretion. The Advisers are
authorized, subject to the prior approval of such
policy by the Trust's Board, to pay to a broker or
dealer who provides such brokerage and research
services a commission for executing a portfolio
transaction for any Fund which is in excess of the
amount of commission another broker or dealer
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<PAGE>
would have charged for effecting that transaction if,
but only if, such is consistent with applicable law and
the Advisers determine in good faith that such
commission was reasonable in relation to the value of
the brokerage and research services provided by such
broker or dealer -- viewed in terms of that particular
transaction or in terms of the overall responsibilities
of the Advisers to the particular Fund and to the Trust.
In no instance will portfolio securities be purchased
from or sold to the Advisers or the Trust's principal
underwriter for the Funds or an affiliated person of
either, acting as principal or as broker, except as
permitted by law. In executing portfolio transactions
for any Fund, the Advisers, to the extent permitted by
applicable laws and regulations, may but shall not be
obligated to, aggregate the securities to be sold or
purchased with those of other Funds and their other
clients where such aggregation is not inconsistent with
applicable law and the policies set forth in the Funds'
registration statement. In such event, the Advisers will
allocate the securities so purchased or sold, and the
expenses incurred in the transaction, in the manner they
consider to be the most equitable and consistent with
their fiduciary obligations to the Funds and such other
clients;
(c) will maintain a policy and practice of conducting
their investment advisory operations independently
of their commercial banking operations. When the
Advisers make investment recommendations for a
Fund, their investment advisory personnel will not
inquire or take into consideration whether the
issuer of securities proposed for purchase or sale
for the Fund's account are customers of their
commercial departments. In dealing with
commercial customers, the Advisers' commercial
departments will not inquire or take into
consideration whether securities or those
customers are held by the Funds;
(d) will maintain all books and records with respect to the
securities transactions of the Funds; and furnish the
Trust's Board such periodic and special reports as the
Board may request;
(e) will treat confidentially and as proprietary
information of the Trust all records and other
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<PAGE>
information relative to the Trust and prior or present
shareholders of the Funds or those persons or entities
who respond to inquiries of the Trust's principal
underwriter concerning investment in the Funds and will
not use such records and information for any purpose
other than performance of their responsibilities and
duties hereunder, except after prior notification to and
approval in writing by the Trust, which approval shall
not be unreasonably withheld and may not be withheld
where the Advisers may be exposed to civil or criminal
contempt proceedings for failure to comply, when
requested to divulge such information by duly
constituted authorities, or when so requested by the
Trust. Nothing contained herein or in any other
agreement executed with the Trust, however, shall
prohibit NBD, FCIMCO and any of their affiliates from
advertising to or soliciting the public generally with
respect to other products or services, including, but
not limited to, any advertising or marketing via radio,
television, newspapers, magazines or direct mail
solicitation, regardless of whether such advertisement
or solicitation may coincidentally include prior or
present Fund shareholders or those persons or entities
who have responded to inquiries of the Trust's principal
underwriter.
3. Services Not Exclusive. The services rendered by the
Advisers hereunder are not to be deemed exclusive, and the
Advisers shall be free to render similar services to others so
long as their services under this Agreement are not impaired
thereby.
4. Expenses. During the term of this Agreement, the Advisers will pay
all expenses incurred by them in connection with their activities under this
Agreement other than the cost of securities purchased for the Funds (including
brokerage commissions, if any).
In addition, if the expenses borne by any Fund in any fiscal year
exceed the applicable expense limitations imposed by the securities
regulations of any state in which the shares are registered or qualified for
sale to the public, the Advisers jointly and severally agree to reimburse such
Fund for a portion of any excess expense in an amount equal to the portion
that the advisory fees otherwise payable by the Fund to the Advisers bear to
the total amount of investment advisory and administration fees otherwise
payable by the Fund. The expense reimbursement obligation of the Advisers is
limited to the amount of their fees hereunder for such fiscal year; provided,
however, that notwithstanding the foregoing, the Advisers shall reimburse such
B-4
<PAGE>
Fund for a portion of any such excess expenses in an amount equal to the
proportion that the fees otherwise payable to the Advisers bear to the total
investment advisory and administration fees otherwise payable by the Fund
regardless of the amount of such fees payable to the Advisers during such
fiscal year to the extent that the securities regulations of any state in
which the Trust's shares are registered or qualified for sale so require. Such
expense reimbursement, if any, will be estimated, reconciled and paid on a
monthly basis.
5. Compensation. For the services provided and the expense assumed
pursuant to this Agreement, the Trust will pay the Advisers and the Advisers
will accept as full compensation therefor the fees set forth on Schedule 2
hereof.
6. Sub-Adviser. It is understood that, subject to the prior approval
of the Board of the Trust, the Advisers may employ a sub-adviser(s) to assist
them in the performance of this Agreement, and it is agreed that the Advisers
shall be as fully responsible to the Trust for the acts and omissions of the
sub-adviser(s) as they are for their own acts and omissions. Any compensation
to be paid to such sub-adviser will be paid by the Advisers and the activities
of such sub-adviser will be subject to the provisions of this Agreement. The
Advisers will use their best effort to cause the sub-adviser(s) to comply with
all of the Advisers' policies, including without limitation, their codes of
ethics and their policies relating to personal trading, brokerage and
securities allocation, soft and hard dollars and compliance.
7. Limitation of Liability of the Advisers. The Advisers shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Trust in connection with the matters to which this Agreement relates,
except a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Advisers in the
performance of their duties or from reckless disregard by their obligations
and duties under this Agreement. The Advisers agree that their liability,
including the liability of any sub-adviser, under this Agreement as set forth
herein, shall be joint and several. Any person, even though also an officer,
Board member, partner, director, employee or agent of an Adviser, who may be
or become an officer, Board member, partner, employee or agent of the Trust,
shall be deemed, when rendering services to the Trust or acting on any
business of the Trust (other than services or business in connection with the
Advisers' duties as co-advisers hereunder) to be rendering such services to or
acting solely for the Trust and not as an officer, Board member, partner,
director, employee or agent or one under the control or direction of the
Advisers even though paid by either of them.
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<PAGE>
8. Duration and Termination. This Agreement shall become effective as
to each Fund upon the date first above written. Unless sooner terminated as
provided herein, it shall continue with respect to each Fund for an initial
term of two years. Thereafter, if not terminated, this Agreement shall
continue with respect to a Fund for successive annual periods, provided such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of the Trust who are not parties to
this Agreement or "interested persons" of any such party, cast in person at a
meeting called for the purpose of voting on such approval, and (b) by the
Board of the Trust or by vote of a majority of the outstanding voting
securities of such Fund; provided, however, that this Agreement may be
terminated with respect to a Fund, without the payment of any penalty, by the
Board of the Trust or by vote of a majority of the outstanding voting
securities of such Fund on sixty (60) days' written notice, or by the
Advisers, on ninety (90) days' written notice to the Trust. This Agreement
will immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meaning as such terms
have in the 1940 Act.)
9. Amendment of this Agreement. No provisions in this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party or parties against which enforcement of the change,
discharge or termination is sought, and no amendment to this Agreement
affecting a Fund shall be effective until approved by vote of the holders of a
majority of the outstanding voting securities of such Fund.
10. Names. The obligations of the Fund entered into in the name or on
behalf thereof by any of the Trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders or representatives of the Trust personally, but bind
only the Trust property, and all persons dealing with any series of shares in
the Trust must look solely to the Trust property belonging to such series for
the enforcement of any claims against the Trust.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected
B-6
<PAGE>
thereby. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and shall be governed by
Michigan law.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
[SIGNATURES OMITTED]
B-7
<PAGE>
SCHEDULE 1
LIST OF PORTFOLIOS
MANAGED ASSETS BALANCED FUND
GROWTH AND VALUE FUND
MID CAP OPPORTUNITY FUND
GROWTH FUND
MONEY MARKET FUND
B-8
<PAGE>
SCHEDULE 2
As compensation for their services hereunder, the Trust will pay an
advisory fee, computed daily and payable monthly, at the following annual
rates for the respective Funds:
========================================================================
Fund Fee Rate
- ------------------------------------------------------------------------
Money Market Fund .30% of the
first $1.0 billion, .275% of
the next $1 billion and .25%
of each such Fund's average
daily net assets in excess
of $2 billion
- ------------------------------------------------------------------------
Managed Assets Balanced Fund .65% of the average net assets
of the Fund
- ------------------------------------------------------------------------
Growth Fund .60% of the average net assets
Mid Cap Opportunity Fund of the respective Fund
Growth and Value Fund
========================================================================
Net asset value shall be computed in accordance with the Funds'
Prospectuses and resolutions of the Trust's Board of Trustees. The fee for the
period from the day of the month this Agreement is entered into until the end
of that month shall be pro-rated according to the proportion which such period
bears to the full monthly period. Upon any termination of this Agreement
before the end of any month, the fee for such part of a month shall be
pro-rated according to the proportion which such period bears to the full
monthly period and shall be payable upon the date of termination of this
Agreement. Such fee as is attributable to each Fund shall be a separate charge
to such Fund and shall be the several (and not joint or joint and several)
obligation of each such Fund.
In addition, the Advisers will receive as compensation under
this Agreement 4/10ths of the gross income earned by each Fund on each loan of
its securities (including capital gains and loss, if any).
B-9
<PAGE>
[ FORM OF PROXY -- FRONT ]
VOTE THIS PROXY CARD TODAY!
THE WOODWARD FUNDS AND THE WOODWARD VARIABLE ANNUITY FUND
C/O NBD BANK
900 TOWER DRIVE
P.O. BOX 7058
TROY, MI 48007-7058
FUND NAME PRINTS HERE SPECIAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Kevin MacNeil and ____________________ 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 Meeting of Shareholders of the above-referenced Fund of The Woodward
Funds or the Woodward Variable Annuity Fund (each, a "Trust") to be held in
the Family Dining Room of the Detroit Club, 712 Cass Avenue, Detroit, Michigan
on July 10, 1996 at 10:30 a.m. (Eastern Time) and at any adjournment or
adjournments thereof, casting votes according to the number of shares of the
Fund which the undersigned may be entitled to vote with respect to the
proposals set forth on the reverse side, 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
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 TRUSTS AND THE PROXY STATEMENT DATED MAY
24, 1996.
THIS PROXY IS SOLICITED BY THE BOARD OF THE TRUSTEES ON BEHALF OF THE
ABOVE-REFERENCED FUND OF ONE OF THE TRUSTS. 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 your name(s) appear(s) hereon. Corporate proxies
should be signed in full corporate name by an authorized officer. Each joint
owner should sign personally. Fiduciaries should give full titles as such.
DATE:____________________, 1996
<PAGE>
[ FORM OF PROXY -- BACK ]
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW USING BLUE OR BLACK INK OR
DARK PENCIL. DO NOT USE RED INK.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST ON BEHALF OF THE
FUND. THE MEETING WILL BE HELD IN THE FAMILY DINING ROOM OF THE DETROIT CLUB,
712 CASS AVENUE, DETROIT, MICHIGAN ON JULY 10, 1996 AT 10:30 A.M. (EASTERN
TIME). PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
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.
FOR AGAINST ABSTAIN
1. To approve a new investment advisory / / / / / /
agreement ("New Advisory Agreement") between
each Trust, NBD Bank ("NBD") and First
Chicago Investment Management Company
("FCIMO")
2. To approve a change to the fundamental
investment limitations of each Fund of the
Trusts with regard to the following:
a) investment in commodities / / / / / /
b) borrowing / / / / / /
c) issuing senior securities / / / / / /
3. To approve a change to the fundamental
investment policies and limitations of
certain Funds of the Trusts, as follows:
a) to approve a change of the / / / / / /
diversification policy of the
International Equity and Municipal Bond
Funds from a diversified policy to a
non-diversified policy
b) to approve the removal of the 20% / / / / / /
limitation on AMT paper (Tax Exempt
Money Market and MI Tax Exempt Money
Market Funds only)
c) to approve a change to the fundamental / / / / / /
investment limitation concerning
concentration of investments in a
particular industry with respect to the
Funds
4. To approve a change of the following
fundamental policies and limitations to
non-fundamental policies and limitations:
a) limitation prohibiting investing, with / / / / / /
respect to 50% of its total assets,
more than 5% of its assets in the
securities of any one issuer (MI
Municipal Bond and MI Tax Exempt Money
Market Funds only)
b) limitation on investment in other / / / / / /
investment companies
c) limitation on illiquid securities / / / / / /
d) limitation on purchasing securities on / / / / / /
margin
e) limitation on purchasing securities of / / / / / /
companies for the purpose of exercising
control
f) limitation on writing or selling put / / / / / /
options, call options, straddles,
spreads, or any combinations thereof
(Bond, Short Bond, Municipal Bond, MI
Municipal Bond, Growth/Value,
Opportunity, Intrinsic Value, Capital
Growth, Balanced, Equity Index,
International Equity, VA Balanced, VA
Growth/Value, VA Opportunity and VA
Capital Growth Funds only)
5. To approve certain changes to fundamental / / / / / /
investment objectives of the (a)
Growth/Value and VA Growth/Value Funds, (b)
Opportunity and VA Opportunity Funds, (c)
Capital Growth and VA Capital Growth Funds,
and (d) International Equity Fund.
6. To ratify the appointment of two Trustees to / / / / / /
the Board of Trustees of each Trust.
7. To approve an amendment to the Amended and / / / / / /
Restated Declaration of Trust of The
Woodward Funds
8. To transact such other business as may / / / / / /
properly come before the Meetings or any
adjournment thereof.
