Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Brundage, Story and Rose Investment Trust
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No filing fee due
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing party:
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4) Date filed:
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BRUNDAGE, STORY AND ROSE INVESTMENT TRUST
Brundage, Story and Rose Equity Fund
Brundage, Story and Rose Short/Intermediate Term Fixed-Income Fund
221 East Fourth Street, Suite 300
Cincinnati, Ohio 45202
January 26, 2001
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
Brundage, Story and Rose Investment Trust (the "Trust") to be held at the
offices of Integrated Fund Services, Inc., 221 East Fourth Street, Suite 300,
Cincinnati, Ohio 45202, on Monday February 26, 2001, at 10:00 a.m.
On October 2, 2000, Brundage, Story and Rose LLC, the Trust's investment
adviser, was acquired by Bessemer Trust Company. As a result of this
transaction, Brundage, Story and Rose LLC became a wholly-owned subsidiary of
Bessemer Trust Company, N.A. Bessemer Trust Company, N.A., is a unique wealth
management and trust company that has provided wealth management services to
high-net-worth individuals and select institutions since 1907. The company
supervises assets in excess of $34.9 billion as of August 31, 2000, and provides
a wide range of services including asset management, tax and estate planning,
fiduciary counseling, family business planning, and targeted philanthropy.
We view this acquisition as very positive for a number of reasons. The
extensive resources of Bessemer Trust Company will become more accessible to the
Trust. [SKIP - YOU MAY WANT TO INSERT OTHER OR MORE REASONS - OR SAY SOMETHING
ELSE.]
Under the Investment Company Act of 1940, the advisory agreement between
the Trust and Brundage, Story and Rose LLC was automatically terminated on
October 2, 2000 as a result of this acquisition. In anticipation of this result,
the Board of Trustees of the Trust approved an advisory agreement with Brundage,
Story and Rose LLC which took effect as of October 2, 2000. This interim
advisory agreement will remain in effect until February 28, 2001 or until the
shareholders of the Trust approve a new advisory agreement with Brundage, Story
and Rose LLC, whichever is earlier. Accordingly, we are asking you to approve a
new advisory agreement with Brundage, Story and Rose LLC. THE ADVISORY FEES
CHARGED TO YOUR FUND WILL NOT CHANGE IF YOU APPROVE THE NEW ADVISORY AGREEMENT.
If shareholders approve the proposed new advisory agreement, Brundage,
Story and Rose LLC will serve as adviser under the new agreement effective as of
the date of the shareholder vote. In the event that shareholders do not approve
the new sub-advisory agreement, the Board of Trustees will consider alternative
arrangements.
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The Board of Trustees has given full and careful consideration to this
matter and has concluded that the proposal is in the best interests of each Fund
and its shareholders. The Board of Trustees therefore recommends that you vote
"FOR" the proposal.
Your vote is important. To assure your representation at the meeting,
please vote by signing and dating the enclosed proxy and returning it promptly
in the accompanying envelope, whether or not you expect to be present at the
meeting. If you attend the meeting, you may revoke your proxy and vote your
shares in person. PLEASE VOTE NOW TO HELP SAVE THE COST OF ADDITIONAL
SOLICITATIONS.
Very truly yours,
Francis S. Branin, Jr.
President
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BRUNDAGE, STORY AND ROSE INVESTMENT TRUST
221 EAST FOURTH STREET, SUITE 300
CINCINNATI, OHIO 45202
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SPECIAL MEETING OF SHAREHOLDERS
To Be Held February 26, 2001
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PROXY STATEMENT
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This proxy statement is furnished in connection with the solicitation by
the Board of Trustees of the Brundage, Story and Rose Investment Trust (the
"Trust") of proxies for use at the special meeting of shareholders to be held at
the offices of Integrated Fund Services, Inc., 221 East Fourth Street, Suite
300, Cincinnati, Ohio 45202 at 10:00 a.m., February 26, 2001, and at any
adjournment thereof. This proxy statement and form of proxy were first mailed to
shareholders on or about January 26, 2001.
The purpose of the special meeting is to consider a new investment advisory
agreement (the "New Advisory Agreement") for the Brundage, Story and Rose Equity
Fund and the Brundage, Story and Rose Short/Intermediate Term Fixed-Income Fund
(individually a "Fund" and jointly the "Funds") as a result of the acquisition
of Brundage, Story and Rose, LLC, the Funds' investment adviser (the "Adviser"),
by Bessemer Trust Company, N.A. on October 2, 2000 (the "Acquisition"). As a
result of the Acquisition, the Adviser became a wholly-owned subsidiary of
Bessemer Trust Company, N.A. If shareholders of each Fund approve the New
Advisory Agreement, the Adviser will continue to manage the portfolio of each
Fund.
A proxy, if properly executed, duly returned and not revoked, will be voted
in accordance with the specifications thereon. A proxy that is properly executed
but has no voting instructions as to a proposal will be voted for that proposal.
A shareholder may revoke a proxy at any time prior to use by filing with the
Secretary of the Trust an instrument revoking the proxy, or by submitting a
proxy bearing a later date, or by attending and voting at the meeting.
The Adviser has retained Management Information Services Corp. ("MIS") to
solicit proxies for the special meeting. MIS is responsible for printing proxy
cards, mailing proxy material to shareholders, soliciting brokers, custodians,
nominees and fiduciaries, tabulating the returned proxies and performing other
proxy solicitation services. The anticipated cost of such services is
approximately $_____ and will be paid by the Adviser. The Adviser will also pay
the printing and postage costs of the solicitation.
In addition to solicitation through the mails, proxies may be solicited by
officers, employees and agents of the Trust without additional cost to the
Trust. Such solicitation may be
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by telephone, facsimile or otherwise. The Adviser will reimburse MIS, brokers,
custodians, nominees and fiduciaries for the reasonable expenses incurred by
them in connection with forwarding solicitation material to the beneficial
owners of shares held of record by such persons.
PROPOSAL TO APPROVE OR DISAPPROVE A NEW INVESTMENT ADVISORY AGREEMENT WITH
BRUNDAGE, STORY AND ROSE, LLC
Brundage, Story and Rose, LLC (the "Adviser"), has managed the Funds'
investments since the inception of the Funds pursuant to an Advisory Agreement
(the "Original Advisory Agreement") dated December 31, 1990. The Original
Advisory Agreement was approved by the Board of Trustees, including a majority
of the Trustees who were not interested persons, as defined in the Investment
Company Act of 1940 (the "1940 Act"), of the Adviser or the Trust (the
"Independent Trustees") on December 4, 1990. The Adviser, as sole shareholder of
each Fund, approved the Original Advisory Agreement on December 5, 1990 for an
initial term of two years. The shareholders of each Fund approved the Original
Advisory Agreement at a shareholder's meeting on April 30, 1992 for a term which
expired on December 31, 1992. The Original Advisory Agreement was thereafter
renewed by the Board of Trustees, including a majority of the Independent
Trustees, annually.
On October 2, 2000, all units of the Adviser, a New York corporation, were
transferred to Brundage, Story and Rose LLC Delaware, a Delaware corporation.
Also on October 2, 2000, Bessemer Trust Company, N.A. acquired all of the assets
of Brundage, Story and Rose LLC Delaware (the "Acquisition"). As a result, the
Adviser became a wholly-owned subsidiary of Bessemer Trust Company, N.A.
Under the 1940 Act, a transaction which results in a change of control or
management of an investment adviser may be deemed an "assignment." The 1940 Act
further provides that an advisory agreement will automatically terminate in the
event of its assignment. The Acquisition constituted a "change in control" of
the Adviser for purposes of the 1940 Act and, as a result, the Original Advisory
Agreement was automatically terminated. Section 15(f) of the 1940 Act provides
that, when a change in the control of an investment adviser occurs, the
investment adviser or any of its affiliated persons may receive any amount or
benefit in connection therewith if the following two conditions are satisfied:
(1) An "unfair burden" must not be imposed on the investment company as a
result of the transaction relating to the change of control, or any
express or implied terms, conditions or understandings applicable
thereto. The term "unfair burden" includes any arrangement during the
two-year period after the change in control whereby the investment
adviser (or predecessor or successor adviser), or any interested
person of any such adviser, receives or is entitled to receive any
compensation, directly or indirectly, from the investment company or
its security holders (other than fees for bona fide investment
advisory or other services) or from any person in connection with the
purchase or sale of securities or other property to, from or on behalf
of the investment company (other than fees for bona fide principal
underwriting services). No such compensation arrangements are
contemplated as a result of the Acquisition.
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(2) During the three-year period immediately following consummation of the
transaction, at least 75% of the Trust's Board of Trustees must not be
"interested persons" of the investment adviser or predecessor
investment adviser within the meaning of the 1940 Act.
THE INTERIM ADVISORY AGREEMENT. On September 13, 2000, the Board of
Trustees, including a majority of the Independent Trustees, approved an interim
advisory agreement dated October 2, 2000 (the "Interim Advisory Agreement")
pursuant to which, in accordance with Rule 15a-4 under the 1940 Act, the Adviser
may continue to manage the Fund's investments for 150 days (until February 28,
2001) or until the New Advisory Agreement is approved by a vote of a majority of
the outstanding voting securities of a Fund, whichever is earlier. The Interim
Advisory Agreement may be terminated at any time, on 10 calendar days' written
notice, without the payment of any penalty, by the Board of Trustees or by a
vote of the majority of the outstanding voting securities of a Fund. The Interim
Advisory Agreement automatically terminates in the event of its assignment, as
defined by the 1940 Act and the rules thereunder. Except as discussed more fully
below, the terms and conditions of the Interim Advisory Agreement are
substantially identical to those of the Original Advisory Agreement with respect
to duties, fees, and standard of care.
Under the Interim Advisory Agreement, the Adviser selects portfolio
securities for investment by the Trust on behalf of the Funds, purchases and
sells securities of the Funds, and upon making any purchase or sale decision,
places orders for the execution of such portfolio transactions, all in
accordance with the 1940 Act and any rules thereunder, subject to applicable
state securities laws, the supervision and control of the Board of Trustees and
the investment objectives, policies and restrictions of each Fund.
Under the Interim Advisory Agreement, the Adviser receives a fee computed
and accrued daily and paid monthly, at an annual rate of 0.65% of the average
value of the daily net assets of the Equity Fund and at an annual rate of 0.50%
of the average value of the daily net assets of the Short/Intermediate Term
Fixed-Income Fund. This is the same fee that the Adviser received from each Fund
under the Original Advisory Agreement, subject to the following additional
conditions. The compensation earned by the Adviser with respect to the Funds
under the Interim Advisory Agreement is held in two interest-bearing escrow
accounts (one for each Fund) with the Funds' custodian. If the New Advisory
Agreement is approved by a majority of a Fund's outstanding voting securities
prior to the termination of the Interim Advisory Agreement, the Adviser will be
paid the total amount, including interest earned, in that Fund's escrow account.
If a majority of a Fund's outstanding voting securities do not approve the New
Advisory Agreement, the Adviser will be paid, out of that Fund's escrow account,
the lesser of any cost incurred in performing the Interim Advisory Agreement,
plus interest earned on the amount while in escrow, or the total amount in the
escrow account, plus interest earned. Any balance remaining in a Fund's escrow
account following such disbursement shall be paid to that Fund.
THE NEW ADVISORY AGREEMENT. The terms and conditions of the New Advisory
Agreement are substantially identical to those of the Original Advisory
Agreement and the Interim Advisory Agreement with respect to duties, fees, and
standard of care.
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Under the New Advisory Agreement, the Adviser will continue to select
portfolio securities for investment by the Funds, purchase and sell the Funds'
securities, and upon making any purchase or sale decision, place orders for the
execution of such portfolio transactions, all in accordance with the 1940 Act
and any rules thereunder, subject to applicable state securities laws, the
supervision and control of the Board of Trustees and the investment objectives,
policies and restrictions of each Fund.
Under the New Advisory Agreement, the Adviser will receive a fee, computed
and accrued daily and paid monthly, at an annual rate of 0.65% of the average
value of the daily net assets of the Equity Fund and at an annual rate of 0.50%
of the average value of the daily net assets of the Short/Intermediate Term
Fixed-Income Fund. This is the same fee that the Adviser received from the Trust
under the Original Advisory Agreement and currently receives under the Interim
Agreement. For the fiscal year ended November 30, 2000, the Adviser received
fees of $_____ and $_____ from the Trust for the Equity Fund and the
Short/Intermediate Term Fixed-Income Fund, respectively.
If the New Advisory Agreement is approved by shareholders of a Fund, it
will become effective with respect to that Fund upon approval. The New Advisory
Agreement provides that it will remain in force for an initial term of one year
and from year to year thereafter, subject to annual approval by the Board of
Trustees, including by a majority of the Independent Trustees, by a vote cast in
person at a meeting called for the purpose of voting on such approval. The New
Advisory Agreement may be terminated at any time, on 60 days' written notice,
without the payment of any penalty, by the Trust or by the Adviser. The New
Advisory Agreement automatically terminates in the event of its assignment, as
defined by the 1940 Act and the rules thereunder.
The New Advisory Agreement provides that the Adviser shall not be liable
for any action taken, omitted or suffered to be taken by it in its reasonable
judgment, in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by the New Advisory Agreement,
or in accordance with (or in the absence of) specific directions or instructions
from the Trust, provided, however, that such acts or omissions shall not have
resulted from Adviser's willful misfeasance, bad faith or gross negligence, a
violation of the standard of care established by and applicable to Adviser in
its actions under the New Advisory Agreement or breach of its duty or of its
obligations hereunder.
The form of the New Advisory Agreement, marked to show changes from the
Original Advisory Agreement, is attached as Exhibit A. The description set forth
in this Proxy Statement of the New Advisory Agreement is qualified in its
entirety by reference to Exhibit A.
In the event that shareholders of a Fund do not approve the New Agreement,
the Board of Trustees will promptly take such actions as they consider are in
the best interests of the shareholders. These actions could include (i) seeking
to obtain for the Fund interim advisory services either from the Adviser or from
another advisory organization or (ii) liquidating the Fund.
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INFORMATION CONCERNING BRUNDAGE, STORY AND ROSE, LLC. Prior to the
Acquisition, Brundage, Story and Rose, LLC, was a privately-held New York
corporation, primarily engaged in the providing investment advisory services to
individual and institutional clients, as well as providing investment advisory
services to the Trust. Brundage, Story and Rose, LLC, a Delaware corporation, is
a wholly-owned subsidiary of Bessemer Trust Company, N.A. and is primarily
engaged in providing investment advisory services to individual and
institutional clients, as well as providing investment advisory services to the
Trust. Founded in 1932, Brundage, Story and Rose, LLC is registered as an
investment adviser with the United States Securities and Exchange Commission.
Brundage, Story and Rose, LLC is located at One Broadway, New York, New York
10004.
Set forth below are the names and principal occupations of the directors
and the principal executive officers of Brundage, Story and Rose, LLC:
NAME AND POSITION WITH
ADDRESS BRUNDAGE, STORY AND ROSE PRINCIPAL OCCUPATION
------- ------------------------ --------------------
[to be completed]
INFORMATION CONCERNING BESSEMER TRUST COMPANY, N.A. Bessemer Trust Company,
N.A., located at 630 Fifth Avenue, New York, New York 10111-0333, is a unique
wealth management and trust company that has provided wealth management services
to high-net-worth individuals and select institutions since 1907. The company
supervises assets in excess of $34.9 billion as of August 31, 2000, and provides
a wide range of services including asset management, tax and estate planning,
fiduciary counseling, family business planning, and targeted philanthropy.
ADMINISTRATOR. Integrated Fund Services, Inc. serves as the Funds'
administrator, transfer and dividend disbursing agent, and accounting and
pricing agent. The address of Integrated Fund Services, Inc. is 221 Fourth
Street, Suite 300, Cincinnati, Ohio 45202. Integrated Fund Services, Inc. is a
wholly-owned indirect subsidiary of The Western and Southern Life Insurance
Company.
UNDERWRITER. IFS Fund Distributors, Inc. serves as the Funds' principal
underwriter. The address of IFS Fund Distributors, Inc. is 221 Fourth Street,
Suite 300, Cincinnati, Ohio 45202. IFS Fund Distributors, Inc. is a wholly-owned
indirect subsidiary of The Western and Southern Life Insurance Company.
EVALUATION BY THE BOARD OF TRUSTEES. On September 13, 2000, the Board of
Trustees, including a majority of the Independent Trustees, by vote cast in
person, unanimously approved, subject to the required shareholder approval
described herein, the New Advisory Agreement.
In considering approval of the New Advisory Agreement, the Board of
Trustees carefully evaluated information it deemed necessary to enable it to
determine whether the New Advisory
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Agreement will be in the best interests of each Fund and its shareholders. In
making the recommendation to approve the New Agreement, the Trustees evaluated
the experience of the key personnel of the Adviser and of Bessemer Trust
Company, N.A. in equity and bond investing, the quality of services the Adviser
is expected to provide to the Funds and the compensation proposed to be paid to
the Adviser. The Trustees have given careful and equal consideration to all
factors deemed to be relevant to the Funds, including, but not limited to: (1)
the performance of the Funds as compared to similar mutual funds and relevant
indices; (2) the nature and the quality of the services expected to be rendered
to the Funds by the Adviser; (3) the distinct investment objective and policies
of the Funds; (4) the level of fees paid to the Adviser as compared to similar
mutual funds; (5) that the compensation payable to the Adviser under the New
Advisory Agreement will be at the same rate as the compensation paid under the
Original Advisory Agreement; (6) that the terms of the New Advisory Agreement
are substantially identical to the terms of the Original Advisory Agreement; (7)
the history, reputation, qualification and background of the Adviser and
Bessemer Trust Company, N.A., as well as the qualifications of their key
personnel; (8) the financial condition of the Adviser and Bessemer Trust
Company, N.A.; and (9) that the Funds will not bear the expenses of the
transaction or any of the costs of preparing and mailing proxy materials to
shareholders.
As a result of their considerations, the Board of Trustees, including all
of the Independent Trustees, determined that the New Advisory Agreement would be
in the best interests of each Fund and its shareholders. Accordingly, the Board
of Trustees unanimously approved the New Advisory Agreement and voted to
recommend it to shareholders for approval.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE
THE NEW ADVISORY AGREEMENT.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Trustees has fixed the close of business on December 20, 2000
as the record date for the determination of shareholders entitled to notice of
and to vote at the special meeting of shareholders or any adjournment thereof.
The Trust is composed of two separate funds, the Equity Fund and the
Short/Intermediate Term Fixed-Income Fund, each of which is represented by a
separate series of the Trust's shares. As of the record date there were
_____________ shares of beneficial interest, no par value, of the Trust
outstanding, comprised of ___________ shares of the Equity Fund and
_____________ shares of the Short/Intermediate Term Fixed-Income Fund. All full
shares of the Trust are entitled to one vote, with proportionate voting for
fractional shares.
On December 20, 2000, Brundage, Story and Rose Profit Sharing Plan, P.O.
Box 1105, New York, New York owned of record __.__% of the outstanding shares of
the Trust, including __.__% of the outstanding shares of the Equity Fund and
__.__% of the outstanding shares of the Short/Intermediate Term Fixed-Income
Fund. On December 20, 2000, Brundage, Story and Rose Investment Account, P.O.
Box 1105, New York, New York and _____________________, c/o Brundage, Story and
Rose, One Broadway, New York, New York owned of record __.__% and __.__%,
respectively, of the outstanding shares of the Short/Intermediate Term
Fixed-Income Fund. No other person owned of record and, according to information
available to the Trust, no other
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person owned beneficially 5% or more of the Trust's (or either Fund's)
outstanding shares on the record date.
If a quorum (more than 50% of the outstanding shares of the Trust) is
represented at the meeting, the vote of a majority of the outstanding shares of
each Fund is required for approval of the New Agreement. The vote of a majority
of the outstanding shares means the vote of the lesser of (i) 67% or more of the
shares present or represented by proxy at the meeting, if the holders of more
than 50% of the outstanding shares are present or represented by proxy, or (2)
more than 50% of the outstanding shares. If a quorum is present at the meeting
but sufficient votes to approve the matter are not received, the persons named
as proxies may propose one or more adjournments of the meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those shares represented at the meeting in person or by proxy.
A shareholder vote may be taken on the proposal in this proxy statement prior to
any such adjournment if sufficient votes have been received and it is otherwise
appropriate. Abstentions and "broker non-votes" are counted for purposes of
determining whether a quorum is present but do not represent votes cast. "Broker
non-votes" are shares held by a broker or nominee for which an executed proxy is
received by the Fund, but are not voted as to the proposal because instructions
have not been received from the beneficial owners or persons entitled to vote
and the broker or nominee does not have discretionary voting power.
The Trustees of the Trust intend to vote all of their shares in favor of
the proposal described herein. On December 20, 2000, all Trustees and officers
as a group owned of record or beneficially __.__% of the Trust's outstanding
shares, including __.__% of the outstanding shares of the Equity Fund and __.__%
of the outstanding shares of the Short/Intermediate Term Fixed-Income Fund.
OTHER BUSINESS
The proxy holders have no present intention of bringing any matter before
the meeting other than that specifically referred to above or matters in
connection with or for the purpose of effecting the same. Neither the proxy
holders nor the Board of Trustees are aware of any matters which may be
presented by others. If any other business shall properly come before the
meeting, the proxy holders intend to vote thereon in accordance with their best
judgment.
Any shareholder proposal intended to be presented at the next shareholder
meeting must be received by the Trust for inclusion in its Proxy Statement and
form of Proxy relating to such meeting at a reasonable time before the
solicitation of proxies for the meeting is made.
By Order of the Board of Trustees,
Tina D. Hosking
Secretary
Date: January 26, 2001
Please complete, date and sign the enclosed Proxy and return it promptly in the
enclosed reply envelope. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
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BRUNDAGE, STORY AND ROSE INVESTMENT TRUST
221 EAST FOURTH STREET, SUITE 300
CINCINNATI, OHIO 45202
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 26, 2001
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NOTICE IS GIVEN HEREBY that a special meeting of shareholders of the
Brundage, Story and Rose Investment Trust (the "Trust") will be held at the
offices of Integrated Fund Services, Inc., 221 East Fourth Street, Suite 300,
Cincinnati, Ohio 45202, February 26, 2001 at 10:00 a.m. to consider and vote on
the following matters:
1. To approve a new investment advisory agreement between the Trust and
Brundage, Story and Rose, LLC, on behalf of the Brundage, Story and
Rose Equity Fund and the Brundage, Story and Rose Short/Intermediate
Term Fixed-Income Fund to become effective upon approval by
shareholders.
2. To transact any other business, not currently contemplated, that may
properly come before the meeting in the discretion of the proxies or
their substitutes.
Shareholders of record at the close of business on December 20, 2000 are
entitled to notice of and to vote at this meeting or any adjournment thereof.
By order of the Board of Trustees,
Tina D. Hosking
Secretary
January 26, 2001
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Please execute the enclosed proxy and return it promptly in the enclosed
envelope, thus enabling the Trust to avoid unnecessary expense and delay. No
postage is required if mailed in the United States. The proxy is revocable and
will not affect your right to vote in person if you attend the meeting.
<PAGE>
BRUNDAGE, STORY AND ROSE INVESTMENT TRUST
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 26, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
BRUNDAGE, STORY AND ROSE EQUITY FUND
The undersigned hereby appoints Frank L. Newbauer and Tina D. Hosking, and each
of them, as proxies with power of substitution and hereby authorizes each of
them to represent and to vote as provided below, all shares of beneficial
interest of the above Fund which the undersigned is entitled to vote at the
special meeting of shareholders to be held February 26, 2001 or at any
adjournment thereof.
The undersigned acknowledges receipt of the Notice of Special Meeting and Proxy
Statement dated January 26, 2001.
The Board of Trustees recommends a "FOR" vote on the approval of a new Advisory
Agreement with Brundage, Story and Rose, LLC.
1. PROPOSAL to approve a new Advisory Agreement between the Brundage, Story
and Rose Investment Trust and Brundage, Story and Rose, LLC, to become
effective upon approval by the shareholders of the Brundage, Story and Rose
Equity Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the Proxies are authorized to vote upon such other matters
as may properly come before the meeting.
This Proxy when executed will be voted in the manner directed by the undersigned
Shareholder(s)
IF NO DIRECTION IS MADE REGARDING PROPOSAL 1, THIS PROXY CONFERS DISCRETIONARY
AUTHORITY TO VOTE FOR THAT PROPOSAL.
ALL FORMER PROXIES ARE HEREBY REVOKED.
Date: ____________, 2001
________________________________________
Signature(s)
Please sign exactly as your name or
names appear opposite. All joint owners
should sign. When signing in a fiduciary
capacity or as a corporate officer,
please give your full title as such.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ABOVE, AND RETURN IT PROMPTLY IN THE
ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
BRUNDAGE, STORY AND ROSE INVESTMENT TRUST
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 26, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
BRUNDAGE, STORY AND ROSE SHORT/INTERMEDIATE TERM FIXED-INCOME FUND
The undersigned hereby appoints Frank L. Newbauer and Tina D. Hosking, and each
of them, as proxies with power of substitution and hereby authorizes each of
them to represent and to vote as provided below, all shares of beneficial
interest of the above Fund which the undersigned is entitled to vote at the
special meeting of shareholders to be held February 26, 2001 or at any
adjournment thereof.
The undersigned acknowledges receipt of the Notice of Special Meeting and Proxy
Statement dated January 26, 2001.
The Board of Trustees recommends a "FOR" vote on the approval of a new
Investment Advisory Agreement between the Fund and Brundage, Story and Rose,
LLC.
1. PROPOSAL to approve a new Advisory Agreement between the Brundage, Story
and Rose Investment Trust and Brundage, Story and Rose, LLC, to become
effective upon approval by the shareholders of the Brundage, Story and Rose
Short/Intermediate Term Fixed-Income Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the Proxies are authorized to vote upon such other matters
as may properly come before the meeting.
This Proxy when executed will be voted in the manner directed by the undersigned
Shareholder(s)
IF NO DIRECTION IS MADE REGARDING PROPOSAL 1, THIS PROXY CONFERS DISCRETIONARY
AUTHORITY TO VOTE FOR THAT PROPOSAL.
ALL FORMER PROXIES ARE HEREBY REVOKED.
Date: ____________, 2001
________________________________________
Signature(s)
Please sign exactly as your name or
names appear opposite. All joint owners
should sign. When signing in a fiduciary
capacity or as a corporate officer,
please give your full title as such.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ABOVE, AND RETURN IT PROMPTLY IN THE
ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
EXHIBIT A
_________________________
One Broadway
New York, NY 10004
Re: New Advisory Agreement
Ladies and Gentlemen:
Brundage, Story and Rose Investment Trust (the "Trust") is a diversified
open-end management investment company registered under the Investment Company
Act of 1940, as amended (the "Act"), and subject to the rules and regulations
promulgated thereunder. The Trust's shares of beneficial interest are divided
into two separate series, the Brundage, Story and Rose EQUITY Growth and Income
Fund and the Brundage, Story and Rose Short/Intermediate Term Fixed Income Fund
(the "Funds"). Each such share of a Fund represents an undivided interest in the
assets, subject to the liabilities, allocated to that Fund. Each Fund has a
separate investment objective and separate investment policies.
1. APPOINTMENT AS ADVISER. The Trust being duly authorized hereby appoints
and employs ________________________ ("Adviser") as discretionary portfolio
manager, on the terms and conditions set forth herein, of the Funds.
2. ACCEPTANCE OF APPOINTMENT; STANDARD OF PERFORMANCE. Adviser accepts the
appointment as discretionary portfolio manager and agrees to use its best
professional judgment to make timely investment decisions for the Funds in
accordance with the provisions of this Agreement.
<PAGE>
3. PORTFOLIO MANAGEMENT SERVICES OF ADVISER. Adviser is hereby employed and
authorized to select portfolio securities for investment by the Trust on behalf
of the Funds, to purchase and sell securities of the Funds, and upon making any
purchase or sale decision, to place orders for the execution of such portfolio
transactions in accordance with paragraphs 5 and 6 hereof. In providing
portfolio management services to the Funds, Adviser shall be subject to such
investment restrictions as are set forth in the Act and the rules thereunder,
the Internal Revenue Code of 1986, applicable state securities laws, the
supervision and control of the Trustees of the Trust, such specific instructions
as the Trustees may adopt and communicate to Adviser and the investment
objectives, policies and restrictions of the Trust applicable to the Funds
furnished pursuant to paragraph 4. Adviser is not authorized by the Trust to
take any action, including the purchase or sale of securities for the Funds, in
contravention of any restriction, limitation, objective, policy or instruction
described in the previous sentence. Adviser shall maintain on behalf of the
Trust the records listed in Schedule A hereto (as amended from time to time). At
the Trust's reasonable request, Adviser will consult with the Trust with respect
to any decision made by it with respect to the investments of the Funds.
4. INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS. The Trust will provide
Adviser with the statement of investment objectives, policies and restrictions
applicable to the Funds as contained in the Trust's registration statements
under the Act and the Securities Act of 1933, and any instructions adopted by
the Trustees supplemental thereto. The Trust will provide Adviser with such
further information concerning the investment objectives, policies and
restrictions applicable thereto as Adviser may from time to time reasonably
request. The Trust retains the right, on written notice to Adviser from the
Trust, to modify any such objectives, policies or restrictions in any manner at
any time.
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5. TRANSACTION PROCEDURES. All transactions will be consummated by payment
to or delivery by The Fifth Third Bank or any successor custodian (the
"Custodian"), or such depositories or agents as may be designated by the
Custodian in writing, as custodian for the Trust, of all cash and/or securities
due to or from the Funds, and Adviser shall not have possession or custody
thereof. Adviser shall advise Custodian and confirm in writing to the Trust and
to INTEGRATED FUND SERVICES, INC. MGF Service Corp., or any other designated
agent of the Trust, all investment orders for the Funds placed by it with
brokers and dealers. Adviser shall issue to the Custodian such instructions as
may be appropriate in connection with the settlement of any transaction
initiated by the Adviser.
6. ALLOCATION OF BROKERAGE. Adviser shall have authority and discretion to
select brokers and dealers to execute portfolio transactions initiated by
Adviser and to select the markets on or in which the transactions will be
executed.
In doing so, the Adviser will give primary consideration to securing the
most favorable price and efficient execution. Consistent with this policy, the
Adviser may consider the financial responsibility, research and investment
information and other services provided by brokers or dealers who may effect or
be a party to any such transaction or other transactions to which other clients
of the Adviser may be a party. It is understood that neither the Trust nor the
Adviser has adopted a formula for allocation of the Trust's investment
transaction business. It is also understood that it is desirable for the Trust
that the Adviser have access to supplemental investment and market research and
security and economic analyses provided by certain brokers who may execute
brokerage transactions at a higher commission to the Trust than may result when
allocating brokerage to other brokers on the basis of seeking the lowest
commission. Therefore, the Adviser is authorized to place orders for the
purchase and sale of securities for the
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Funds with such certain brokers, subject to review by the Trust's Trustees from
time to time with respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers may be useful to the
Adviser in connection with its services to other clients.
On occasions when the Adviser deems the purchase or sale of a security to
be in the best interest of the Funds as well as other clients, the Adviser, to
the extent permitted by applicable laws and regulations, may, but shall be under
no obligation to, aggregate the securities to be sold or purchased in order to
obtain the most favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so purchased or sold, as
well as expenses incurred in the transaction, will be made by the Adviser in the
manner it considers to be the most equitable and consistent with its fiduciary
obligations to the Trust and to such other clients.
For each fiscal quarter of the Trust, Adviser shall prepare and render
reports to the Trust's Trustees of the total brokerage business placed and the
manner in which the allocation has been accomplished. Such reports shall set
forth at a minimum the information required to be maintained by Rule 31a-1(b)(9)
under the Act.
7. PROXIES. The Trust will vote all proxies solicited by or with respect to
the issuers of securities in which assets of the Funds may be invested from time
to time. At the request of the Trust, Adviser shall provide the Trust with its
recommendations as to the voting of such proxies.
8. REPORTS TO ADVISER. The Trust will provide Adviser with such periodic
reports concerning the status of the Funds as Adviser may reasonably request.
9. FEES FOR SERVICES. For all of the services to be rendered and payments
made as provided in this Agreement, the Brundage, Story and Rose EQUITY Growth
and Income Fund will
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pay the Adviser a fee, computed and accrued daily and paid monthly, at the
annual rate of .65% of the Fund's average daily net assets and the Brundage,
Story and Rose Short/Intermediate Term Fixed-Income Fund will pay the Adviser a
fee, computed and accrued daily and paid monthly, at the annual rate of .50% of
the Fund's average daily net assets.
10. ALLOCATION OF CHARGES AND EXPENSES. Adviser shall employ or provide and
compensate the executive, administrative, secretarial and clerical personnel
necessary to provide the services set forth herein, and shall bear the expense
thereof. Adviser shall compensate all Trustees, officers and employees of the
Trust who are also partners or employees of Adviser.
Adviser will pay all expenses incurred in connection with the sale or
distribution of the Funds' shares to the extent such expenses are not assumed by
the Funds under the Trust's Distribution Expense Plan. Adviser will reimburse
the Trust's principal underwriter for any expenses incurred by it in the
performance of its obligations under the Underwriting Agreement with the Trust.
The Funds will be responsible for the payment of all operating expenses of
the Trust, including fees and expenses incurred by the Trust in connection with
membership in investment company organizations, brokerage fees and commissions,
legal, auditing and accounting expenses, expenses of registering shares under
Federal and State securities laws, insurance expenses, taxes or governmental
fees, fees and expenses of the custodian, the transfer, shareholder service and
dividend disbursing agent and the accounting and pricing agent of the Funds,
expenses including clerical expenses of issue, sale, redemption or repurchase of
shares of the Funds, the fees and expenses of Trustees of the Trust who are not
affiliated with the Adviser, the cost of preparing and distributing reports and
notices to shareholders, the cost of printing or preparing prospectuses for
delivery to the Funds' shareholders, the cost of printing or preparing
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<PAGE>
stock certificates or any other documents, statements or reports to
shareholders, expenses of shareholders' meetings and proxy solicitations, such
extraordinary or non-recurring expenses as may arise, including litigation to
which the Trust may be a party and indemnification of the Trust's officers and
Trustees with respect thereto, or any other expense not specifically described
above incurred in the performance of the Trust's obligations. All other expenses
not expressly assumed by Adviser herein incurred in connection with the
organization, registration of shares and operations of the Funds will be borne
by the Funds.
11. OTHER INVESTMENT ACTIVITIES OF ADVISER. The Trust acknowledges that
Adviser or one or more of its affiliates may have investment responsibilities or
render investment advice to or perform other investment advisory services for
other individuals or entities and that Adviser, its affiliates or any of its or
their directors, officers, agents or employees may buy, sell or trade in any
securities for its or their respective accounts ("Affiliated Accounts"). Subject
to the provisions of paragraph 2 hereof, the Trust agrees that Adviser or its
affiliates may give advice or exercise investment responsibility and take such
other action with respect to other Affiliated Accounts which may differ from the
advice given or the timing or nature of action taken with respect to the Funds,
provided that Adviser acts in good faith, and provided further, that it is
Adviser's policy to allocate, within its reasonable discretion, investment
opportunities to the Funds over a period of time on a fair and equitable basis
relative to the Affiliated Accounts, taking into account the investment
objectives and policies of the Funds and any specific investment restrictions
applicable thereto. The Trust acknowledges that one or more of the Affiliated
Accounts may at any time hold, acquire, increase, decrease, dispose of or
otherwise deal with positions in investments in which the Funds may have an
interest from time to time, whether in transactions which involve the Funds or
otherwise. Adviser shall have no obligation
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<PAGE>
to acquire for the Funds a position in any investment which any Affiliated
Account may acquire, and the Trust shall have no first refusal, co-investment or
other rights in respect of any such investment, either for the Funds or
otherwise.
12. CERTIFICATE OF AUTHORITY. The Trust and the Adviser shall furnish to
each other from time to time certified copies of the resolutions of their
Trustees or Board of Directors or executive committees, as the case may be,
evidencing the authority of officers and employees who are authorized to act on
behalf of the Trust, the Funds and/or the Adviser.
13. LIMITATION OF LIABILITY. Adviser shall not be liable for any action
taken, omitted or suffered to be taken by it in its reasonable judgment, in good
faith and believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Agreement, or in accordance with (or in the
absence of) specific directions or instructions from the Trust, provided,
however, that such acts or omissions shall not have resulted from Adviser's
willful misfeasance, bad faith or gross negligence, a violation of the standard
of care established by and applicable to Adviser in its actions under this
Agreement or breach of its duty or of its obligations hereunder. Nothing in this
paragraph 13 12 shall be construed in a manner inconsistent with Sections 17(h)
and (i) of the Act.
14. CONFIDENTIALITY. Subject to the duty of Adviser and the Trust to comply
with applicable law, including any demand of any regulatory or taxing authority
having jurisdiction, the parties hereto shall treat as confidential all
information pertaining to the Funds and the actions of Adviser and the Trust in
respect thereof.
15. ASSIGNMENT. No assignment of this Agreement shall be made by Adviser,
and this Agreement shall terminate automatically in the event of such
assignment. Adviser shall notify the Trust in writing sufficiently in advance of
any proposed change of control, as defined in
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<PAGE>
Section 2(a)(9) of the Act, as will enable the Trust to consider whether an
assignment will occur, and to take the steps necessary to enter into a new
contract with Adviser.
16. REPRESENTATION, WARRANTIES AND AGREEMENTS OF THE TRUST. The Trust
represents, warrants and agrees that:
A. Adviser has been duly appointed by the Trustees of the Trust to
provide investment services to the Funds as contemplated hereby.
B. The Trust will deliver to Adviser a true and complete copy of its
then current prospectus and statement of additional information as effective
from time to time and such other documents or instruments governing the
investments of the Funds and such other information as is necessary for Adviser
to carry out its obligations under this Agreement.
C. The Trust is currently in compliance and shall at all times comply
with the requirements imposed upon the Trust by applicable law and regulations.
17. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF ADVISER. Adviser
represents, warrants and agrees that:
A. Adviser is registered as an investment adviser under the Investment
Advisers Act of 1940.
B. Adviser will maintain, keep current and preserve on behalf of the
Trust, in the manner and for the time periods required or permitted by the Act,
the records identified in Schedule A. Adviser agrees that such records (unless
otherwise indicated on Schedule A) are the property of the Trust, and will be
surrendered to the Trust promptly upon request.
C. Adviser will complete such reports concerning purchases or sales of
securities on behalf of the Funds as the Trust may from time to time require to
ensure compliance with the Act, the Internal Revenue Code of 1986 and applicable
state securities laws.
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D. Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the Act and will provide the Trust with a copy
of the code of ethics and evidence of its adoption. Within forty-five (45) days
of the end of the last calendar quarter of each year while this Agreement is in
effect, a partner of Adviser shall certify to the Trust that Adviser has
complied with the requirements of Rule 17j-1 during the previous year and that
there has been no violation of the Adviser's code of ethics or, if such a
violation has occurred, that appropriate action was taken in response to such
violation. Upon the written request of the Trust, Adviser shall permit the
Trust, its employees or its agents to examine the reports required to be made to
Adviser by Rule 17j-1(c)(1).
E. Adviser will promptly after filing with the Securities and Exchange
Commission an amendment to its Form ADV furnish a copy of such amendment to the
Trust.
F. Upon request of the Trust, Adviser will provide assistance to the
Custodian in the collection of income due or payable to the Funds.
G. Adviser will immediately notify the Trust of the occurrence of any
event which would disqualify Adviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the Act or otherwise.
18. AMENDMENT. This Agreement may be amended at any time, but only by
written agreement between Adviser and the Trust, which amendment, other than
amendments to Schedule A, is subject to the approval of the Trustees and the
shareholders of the Funds in the manner required by the Act and the rules
thereunder, subject to any applicable exemptive order of the Securities and
Exchange Commission modifying the provisions of the Act with respect to approval
of amendments to this Agreement.
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<PAGE>
19. EFFECTIVE DATE; TERM. This Agreement shall become effective on the date
of its execution and shall remain in force for a period of ONE (1) two (2) years
from such date, and from year to year thereafter but only so long as such
continuance is specifically approved at least annually by the vote of a majority
of the Trustees who are not interested persons of the Trust or the Adviser, cast
in person at a meeting called for the purpose of voting on such approval, and by
a vote of the Board of Trustees or of a majority of the outstanding voting
securities of the Funds. The aforesaid requirement that this Agreement may be
continued "annually" shall be construed in a manner consistent with the Act and
the rules and regulations thereunder.
20. TERMINATION. This Agreement may be terminated by either party hereto,
without the payment of any penalty, immediately upon written notice to the other
in the event of a breach of any provision thereof by the party so notified, or
otherwise upon sixty (60) days' written notice to the other, but any such
termination shall not affect the status, obligations or liabilities of any party
hereto to the other.
21. LIMITATION OF LIABILITY. The term "Brundage, Story and Rose Investment
Trust" means and refers to the trustees from time to time serving under the
Trust's Agreement and Declaration of Trust as the same may subsequently thereto
have been, or subsequently hereto may be, amended. It is expressly agreed that
the obligations of the Trust hereunder shall not be binding upon any of the
trustees, shareholders, nominees, officers, agents or employees of the Trust,
personally, but bind only the trust property of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees of the Trust and
signed by an officer of the Trust, acting as such, and neither such
authorization by such trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Trust.
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22. USE OF NAME. The name "Brundage, Story and Rose" is a property right of
the Adviser. The Adviser may use the name "Brundage, Story and Rose" in other
connections and for other purposes, including without limitation in the name of
other investment companies, corporations or business that it may manage, advise,
sponsor or own, or in which it may have a financial interest. The Trust will
discontinue any use of the name "Brundage, Story and Rose" if the Adviser ceases
to be employed as the Trust's portfolio manager.
23. DEFINITIONS. As used in paragraphs 15 and 19 of this Agreement, the
terms "assignment," "interested person" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth in the Act and
the rules and regulations thereunder.
24. APPLICABLE LAW. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter enacted, as
the same may be amended from time to time, this Agreement shall be administered,
construed and enforced according to the laws of the State of New York.
BRUNDAGE, STORY and ROSE
INVESTMENT TRUST
Attest: ____________________ By: ________________________________
Title: VICE PRESIDENT
---------------------------
Date:
ACCEPTANCE
----------
The foregoing Agreement is hereby accepted.
____________________________________
By: ________________________________
Title: _____________________________
Date:
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SCHEDULE A
RECORDS TO BE MAINTAINED BY THE ADVISER
---------------------------------------
1. (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other
portfolio purchases or sales, given by the Adviser on behalf of the Funds
for, or in connection with, the purchase or sale of securities, whether
executed or unexecuted. Such records shall include:
A. The name of the broker;
B. The terms and conditions of the order and of any modification or
cancellation thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of the Trust.
2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten
(10) days after the end of the quarter, showing specifically the basis or
bases upon which the allocation of orders for the purchase and sale of
portfolio securities to named brokers or dealers was effected, and the
division of brokerage commissions or other compensation on such purchase
and sale orders. Such record:
A. Shall include the consideration given to:
(i) The sale of shares of the Trust by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers to:
(a) The Trust;
(b) The Adviser;
(c) The Trust's principal underwriter; and
(d) Any person affiliated with the foregoing persons.
(iii) Any other consideration other than the technical qualifications
of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
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C. Shall describe in detail the application of any general or specific
formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions or
other compensation.
D. The name of the person responsible for making the determination of
such allocation and such division of brokerage commissions or other
compensation.
3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of portfolio securities. Where an authorization is made by
a committee or group, a record shall be kept of the names of its members
who participate in the authorization. There shall be retained as part of
this record: any memorandum, recommendation or instruction supporting or
authorizing the purchase or sale of portfolio securities and such other
information as is appropriate to support the authorization.*
4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to
be maintained by registered investment advisers by rule adopted under
Section 204 of the Investment Advisers Act of 1940, to the extent such
records are necessary or appropriate to record the Adviser's transactions
with respect to the Funds.
-----------------------
* Such information might include: the current Form 10-K, annual and
quarterly reports, press releases, reports by analysts and from
brokerage firms (including their recommendation; i.e., buy, sell,
hold) or any internal reports or portfolio adviser reviews.
