<PAGE>
FMB FUNDS, INC.
IMPORTANT SHAREHOLDER INFORMATION
The document you hold in your hands contains your proxy statement and
proxy card. A proxy card is, in essence, a ballot. When you vote your proxy,
it tells us how to vote on your behalf on important issues relating to your
Fund. Each proxy card may be completed by voting for or against the proposal
relating to your Fund. If you simply sign the proxy without specifying a
vote, your shares will be voted in accordance with the recommendations of
the Board of Trustees.
We urge you to spend a few minutes with the proxy statement, fill out your
proxy card, and return it to us. Voting your proxy, and doing so promptly,
ensures that your Fund will not need to conduct additional mailings. When
shareholders do not return their proxies in sufficient numbers, we have to
make follow-up solicitations, which may cost your Fund money.
Please take a few moments to exercise your right to vote. Thank you.
<PAGE>
FMB FUNDS, INC.
THE FMB DIVERSIFIED EQUITY FUND
THE FMB INTERMEDIATE GOVERNMENT INCOME FUND
THE FMB MICHIGAN TAX-FREE BOND FUND
THE FMB MONEY MARKET FUND
P.O. Box 8526
Boston, Massachusetts 02266-8526
Telephone: 1-800-453-4234
September 5, 1997
Dear Shareholder:
First Michigan Bank Corporation ("First Michigan"), your fund's sub-advisor,
has agreed to be acquired by Huntington Bancshares Incorporated ("HBI")
through a merger (the "HBI Merger"). We are sending this proxy statement to
you because your vote is important to the planned HBI Merger. Your fund's
investment adviser, FMB-Trust, is a subsidiary of First Michigan. In
connection with the HBI Merger, FMB-Trust will also merge with The Huntington
National Bank ("Huntington"), a wholly-owned subsidiary of HBI, and as a
result of the HBI Merger and this bank merger, it is necessary for your fund
to approve a new investment advisory contract.
As you review these materials, please keep in mind that First Michigan and
FMB-Trust, not your fund, are being acquired by HBI and its subsidiary bank,
Huntington. If the new investment advisory contract with Huntington is
approved, YOUR FUND SHARES WILL NOT CHANGE AND THE ADVISORY FEES CHARGED TO
YOUR FUND WILL NOT CHANGE. Further, Huntington has provided assurance that you
will continue to receive the high quality investment management and
shareholder services that you have come to expect over the years.
The FMB Funds' Board of Directors has approved the proposal and recommends
it for your approval. I encourage you to vote in favor of the proposal. PLEASE
VOTE NOW TO HELP SAVE THE COST OF ADDITIONAL SOLICITATIONS.
As always, we thank you for your confidence and support.
Sincerely,
LOGO
Michael R. Mucciolo
Chairman of the Board
<PAGE>
- -------------------------------------------------------------------------------
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD. SIGN,
DATE AND RETURN IT IN THE ENVELOPE PROVIDED. TO SAVE THE COST OF ADDITIONAL
SOLICITATIONS, PLEASE MAIL YOUR PROXY PROMPTLY.
- -------------------------------------------------------------------------------
FMB FUNDS, INC.
P.O. Box 8526
Boston, Massachusetts 02266-8526
Telephone: 1-800-453-4234
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
TO BE HELD ON SEPTEMBER 26, 1997
September 5, 1997
To the Shareholders:
You are invited to attend a joint special meeting of shareholders (the
"Meeting") of the following funds (each an "FMB Fund" and collectively the
"FMB Funds"):
FMB Diversified Equity Fund
FMB Intermediate Government Income Fund
FMB Michigan Tax-Free Bond Fund
FMB Money Market Fund
The Meeting will be held at the offices of the FMB Funds' Administrator, SEI
Fund Resources, Oaks, Pennsylvania, on Friday, September 26, 1997, at 3:00
p.m., local time, for the following purposes:
1. To approve or disapprove a new investment advisory contract with The
Huntington National Bank, Trust Division ("Huntington") on the same
terms as the current advisory contract with FMB-Trust.
2. To act on any other matters that may properly come before the meeting or
at any adjournment thereof.
The accompanying proxy is solicited by the Board of Directors of the FMB
Funds for voting at the Meeting and at any and all adjournments thereof. This
proxy statement was first mailed to shareholders on or about September 5,
1997.
The shareholders of each FMB Fund will vote separately on Item 1. The Board
of Directors recommends an affirmative vote on Item 1 by the shareholders of
each FMB Fund. The vote required to approve Item 1 is described under the
section of this proxy statement entitled "Miscellaneous".
The Board of Directors has fixed the close of business on August 20, 1997
(the "Record Date"), as the record date for the determination of shareholders
of each FMB Fund entitled to notice of and to vote at the Meeting. Because the
proposed new advisory contract affects both the Consumer Service Class of
shares and the Institutional Class of shares of each FMB Fund on an identical
basis, shares of both classes of each FMB Fund will vote together as a single
class on Item 1 at the Meeting. As of the Record Date, the aggregate number of
Consumer Service Class shares and Institutional Class shares of each FMB Fund
issued and outstanding was as follows:
<TABLE>
<CAPTION>
COMBINED
FUND SHARES
---- ---------------
<S> <C>
FMB Diversified Equity Fund.................................. 4,006,430.107
FMB Intermediate Government Income Fund...................... 11,649,287.616
FMB Michigan Tax-Free Bond Fund.............................. 3,266,724.537
FMB Money Market Fund........................................ 161,179,955.430
</TABLE>
<PAGE>
PRINCIPAL SHAREHOLDERS
At August 20, 1997, the following persons owned of record or beneficially 5%
or more of the outstanding voting shares of an FMB Fund (for this purpose,
shares of the FMB Funds' Consumer Service Class and its Institutional Class
have been aggregated, since both classes of each series will vote as a group):
<TABLE>
<CAPTION>
NAME OF FMB FUND AND PERCENT OF COMBINED
NAME AND ADDRESS OF SHAREHOLDER SHARES OWNED
------------------------------- -------------------
<S> <C>
FMB Diversified Equity Fund:
FM Co., Trust Operations
101 East Main Street
Zeeland, Michigan 49464-1735.......................... 89.9%
FMB Intermediate Government Income Fund:
FM Co., Trust Operations
101 East Main Street
Zeeland, Michigan 49464-1735.......................... 96.7%
FMB Michigan Tax-Free Bond Fund:
FM Co., Trust Operations
101 East Main Street
Zeeland, Michigan 49464-1735.......................... 72.8%
FMB Money Market Fund:
FM Co., Trust Operations
101 East Main Street
Zeeland, Michigan 49464-1735.......................... 90.4%
</TABLE>
PROPOSAL TO APPROVE NEW INVESTMENT ADVISORY CONTRACT
FMB-Trust is currently the investment adviser for each FMB Fund. FMB-Trust
is wholly-owned by First Michigan Bank Corporation ("First Michigan"). First
Michigan is currently the sub-advisor for each FMB Fund. First Michigan has
entered into an Agreement and Plan of Merger dated as of May 5, 1997, with
Huntington Bancshares Incorporated ("HBI") whereby First Michigan will be
merged with and into HBI and HBI will continue as the surviving corporation
(the "HBI Merger"). The HBI Merger is subject to approval by the shareholders
of both HBI and First Michigan, and special meetings of both institutions have
been scheduled for late September 1997. In connection with the HBI Merger, HBI
and First Michigan have also agreed to merge their respective bank
subsidiaries, and as a result, FMB-Trust will merge with and into Huntington
immediately after the HBI Merger. This second merger is referred to herein as
the "Bank Merger". The address of HBI and Huntington is 41 South High Street,
Columbus, Ohio 43287.
Consummation of the HBI Merger and the Bank Merger will result in an
"assignment", as that term is defined in the Investment Company Act of 1940
(the "1940 Act"), of each FMB Fund's current investment advisory contract with
FMB-Trust and its sub-advisory contract with First Michigan. As required by
the 1940 Act, each current investment advisory contract with FMB-Trust, and
each current sub-advisory contract with First Michigan, provides for its
automatic termination in the event of its assignment. In anticipation of the
HBI Merger and the Bank Merger, a new investment advisory contract ("advisory
contract") between each FMB Fund and Huntington (as the surviving entity in
the Bank Merger) has been unanimously approved by the Board
2
<PAGE>
of Directors of FMB Funds and is being proposed for approval by shareholders of
each FMB Fund. A copy of the form of the new advisory contract is attached
hereto as Exhibit A. THE NEW ADVISORY CONTRACT FOR EACH FMB FUND IS ON THE SAME
TERMS IN ALL MATERIAL RESPECTS AS THE CURRENT ADVISORY CONTRACT. If the
shareholders of HBI and First Michigan do not approve the HBI Merger at the
September 1997 meetings that have been scheduled, the proposed new advisory
contract for each FMB Fund will not become effective, and FMB-Trust will
continue to serve as the advisor for each FMB Fund under its current advisory
contract with each fund. The existing sub-advisory contracts, which terminate
as a result of the HBI Merger, will not be replaced. Huntington intends to
provide all of the investment advisory services necessary to continue to manage
the FMB Funds through the proposed new advisory contract for each FMB Fund.
In addition to entering into the proposed advisory contracts, Huntington
intends to submit to the Board of Directors of FMB Funds a proposal to have the
FMB Funds enter into a tax-free reorganization with The Monitor Funds, a family
of mutual funds advised by Huntington. In such a proposed reorganization,
shareholders of each FMB Fund would become shareholders in a series of The
Monitor Funds that has investment objectives and policies substantially similar
to those of the particular FMB Fund. This proposal has not yet been made by
Huntington, and if made and approved by the Board of Directors of the FMB
Funds, it will be presented to shareholders of the FMB Funds in a separate
proxy statement for use at another special meeting of shareholders to be held
sometime near the end of 1997 or the beginning of 1998.
BOARD OF DIRECTORS RECOMMENDATION
The Board of Directors of FMB Funds met on August 18, 1997, to consider the
proposed new advisory contracts for each FMB Fund, including investment
advisory and other services to be provided by Huntington thereunder. On that
date, the Board of Directors of FMB Funds, including a majority of the
Directors who are not parties to such contracts or interested persons of any
such party, voted to approve the new advisory contracts and to recommend them
to shareholders for approval. The Board of Directors of FMB Funds recommends
that shareholders of each FMB Fund vote FOR approval of the new advisory
contracts. See "Board of Directors Evaluation".
INVESTMENT ADVISORY CONTRACT
Each current advisory contract provides, and each proposed investment
advisory contract will provide, that FMB Funds' investment adviser will manage
each FMB Fund's investments, administer its business affairs, furnish offices,
necessary facilities and equipment, provide clerical, bookkeeping and
administrative services and permit any of its officers or employees to serve
without compensation as Directors or officers of the FMB Funds if duly elected
to such positions.
FMB-Trust or one of its affiliates has acted as investment adviser for each
FMB Fund since each fund commenced public offering of its shares, as shown
below. Also shown is the date of each current advisory contract and the date
when the current advisory contract was last approved by the Directors of each
FMB Fund. Each advisory contract continues in effect only so long as the
continuance is specifically approved at least annually (i) by vote of a
majority of the FMB Fund's outstanding voting securities or by vote of the FMB
Funds' Board of Directors and (ii) by vote, cast in person at a meeting duly
called for such purpose, of a majority of the FMB Funds' directors who not not
parties to the advisory contract or "interested persons" of any such party. The
current investment advisory contracts between FMB Funds and FMB-Trust were
approved by the initial
3
<PAGE>
shareholder of each respective FMB Fund at the time such fund commenced
operations, but have never had to be approved by shareholders of any such fund
subsequent to this initial approval.
<TABLE>
<CAPTION>
MOST RECENT
COMMENCEMENT DATE OF APPROVAL
NAME OF FMB FUND OF OPERATIONS AGREEMENT BY DIRECTORS
---------------- ------------- --------- ------------
<S> <C> <C> <C>
FMB Diversified Equity Fund............... 12/2/1991 4/1/1996 10/28/96
FMB Intermediate Government Income Fund... 12/2/1991 4/1/1996 10/28/96
FMB Michigan Tax-Exempt Bond Fund......... 12/2/1991 4/1/1996 10/28/96
FMB Money Market Fund..................... 12/2/1991 4/1/1996 10/28/96
</TABLE>
Listed below are the annual advisory fees payable under the current and
proposed advisory contract for each FMB Fund. The investment advisory fees are
computed for each FMB Fund based upon the average daily net assets of that
series, individually. The advisory fees for the FMB Diversified Equity Fund,
the FMB Intermediate Government Income Fund and the FMB Michigan Tax-Exempt
Bond Fund are based on the same percentage of net assets of the particular
fund, regardless of that fund's size, whereas the advisory fee for the FMB
Money Market Fund declines as that fund's net assets surpass certain stated
levels.
<TABLE>
<CAPTION>
ADVISORY
FEE RATE (A)
------------
<S> <C>
FMB Diversified Equity Fund..................................... 1.00%
FMB Intermediate Government Income Fund......................... 0.45%
FMB Michigan Tax-Fee Bond Fund.................................. 0.55%
FMB Money Market Fund--
NET ASSETS:
$0 to $500 million............................................ 0.35%
$500 million to $1 billion.................................... 0.30%
Over $1 billion............................................... 0.25%
</TABLE>
--------
(a) FMB-Trust has voluntarily waived portions of its advisory fees in prior
years, but FMB-Trust is not, and Huntington will not be, required to
continue with such waivers.
The advisory fees paid by each FMB Fund to FMB-Trust during each Fund's most
recently completed fiscal year (the fiscal year ended November 30, 1996) were
as follows:
<TABLE>
<CAPTION>
ADVISORY FEES
-------------
<S> <C>
FMB Diversified Equity Fund.................................... $632,000
FMB Intermediate Government Income Fund........................ 531,000
FMB Michigan Tax-Fee Bond...................................... 48,000*
FMB Money Market Fund.......................................... 448,000
</TABLE>
--------
*Gross advisory fees were $167,000, of which FMB-Trust waived $119,000.
Under the current sub-advisory agreements with First Michigan, all
compensation payable to First Michigan is to be paid by FMB-Trust, and not by
FMB Funds, and therefore the termination of such sub-advisory contracts as a
result of the HBI Merger will have no effect on the amount of fees paid by FMB
Funds for advisory services.
Each advisory contract also provides that the investment adviser will
reimburse an FMB Fund should the operating expenses of the particular FMB Fund,
including investment advisory fees, but excluding taxes, interest,
4
<PAGE>
distribution fees, extraordinary expenses and brokerage commissions or
transaction costs, and any other properly excludable expenses, exceed on an
annual basis the applicable stated expense limitations.
Each advisory contract provides that an FMB Fund's investment adviser shall
not be liable for any mistake in judgment or in any other event whatsoever,
except for lack of good faith, provided that nothing in the advisory contract
shall be deemed to protect the adviser against any liability to a fund or its
shareholders to which the adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of the
adviser's duties or by reason of its reckless disregard of its obligations and
duties under the advisory contract.
Each advisory contract may be terminated for an FMB Fund without penalty upon
sixty (60) days written notice by either party, or by a majority vote of the
outstanding shares of the FMB Fund, and automatically terminates in the event
of its "assignment" (as such term is defined in the 1940 Act and the SEC rules
thereunder).
The new advisory contract for each FMB Fund will be dated as of the date of
the consummation of the Bank Merger. The Bank Merger is expected to occur on
October 1, 1997. Each new advisory contract will be in effect for an initial
one-year term and will continue thereafter from year to year if specifically
approved at least annually by vote of a "majority of the outstanding voting
securities" of such FMB Fund, as defined under the 1940 Act, or by the Board of
Directors, and, in either event, the vote of a majority of the Directors who
are not parties to the contract or interested persons of any such party, cast
in person at a meeting called for such purpose. However, as noted above,
Huntington intends to submit to the Board of Directors of FMB Funds a proposal
to reorganize the FMB Funds and combine each FMB Fund with a comparable
counterpart series of The Monitor Funds, and if such a reorganization takes
place, the advisory contracts for which approval is being sought will
automatically terminate and be of no further force or effect.
If the proposed new advisory contract is not approved by the shareholders of
a particular FMB Fund, Huntington will not be permitted to receive any advisory
fees while it serves as investment adviser for a particular FMB Fund, and the
Board of Directors of FMB Funds will be required to determine whether to engage
another adviser or attempt to obtain the required shareholder vote by means of
a subsequent proxy solicitation.
INFORMATION CONCERNING HUNTINGTON
As noted above, Huntington is a wholly-owned subsidiary of HBI. With
approximately $21.0 billion in assets as of June 30, 1997, HBI is a major
Midwest regional bank holding company. Through its subsidiaries and affiliates,
HBI offers a full range of services to the public, including commercial
lending, depository services, cash management, brokerage services, retail
banking, international services, mortgage banking, investment advisory services
and trust services. Huntington, a recognized investment advisory and fiduciary
services entity, provides investment advisory services for corporate,
charitable, governmental, institutional, personal trust and other assets.
Huntington is responsible for $19.0 billion of assets as of June 30, 1997, and
has investment discretion over approximately $5.0 billion of that amount.
Huntington has served as investment adviser to The Monitor Funds since 1987,
and has over 75 years of experience providing investment advisory services to
fiduciary accounts. As part of its regular banking operations, Huntington may
make loans to public companies. Thus, it may be possible, from time to time,
for the mutual funds that it advises to hold or acquire the securities of
issuers that are also lending clients of Huntington. Such a lending
relationship is not a factor in the selection of securities for such mutual
funds.
Under its investment advisory agreement with The Monitor Funds, Huntington,
at its expense, furnishes continuously an investment program for The Monitor
Funds and makes investment decisions on their behalf, all
5
<PAGE>
subject to such policies as the Board of Trustees of The Monitor Funds may
determine. Under the advisory agreement, Huntington is entitled to receive
advisory fees at the following rates, each of which is stated as a percentage
of net assets of the applicable fund:
<TABLE>
<CAPTION>
ADVISORY SIZE OF FUND
FEE RATE (A) (NET ASSETS) (B)
------------ ----------------
<S> <C> <C>
Monitor Money Market Fund..................... 0.30% $493,245,000
Monitor Ohio Municipal Money Market Fund...... 0.30% 144,793,000
Monitor U.S. Treasury Money Market Fund....... 0.20% 526,313,000
Monitor Growth Fund........................... 0.60% 224,880,000
Monitor Income Equity Fund.................... 0.60% 207,599,000
Monitor Mortgage Securities Fund.............. 0.50% 40,217,000
Monitor Ohio Tax-Free Fund.................... 0.50% 65,591,000
Monitor Fixed Income Securities Fund.......... 0.50% 151,873,000
Monitor Short/Intermediate Fixed Income Secu-
rities Fund.................................. 0.50% 125,508,000
</TABLE>
--------
(a) Huntington has voluntarily waived portions of its advisory fees in
prior years, but is not required to continue with such waivers.
(b) Combined net assets of Investment Class shares and Trust Class shares,
as of July 31, 1997.
During the year ended December 31, 1996, each series of The Monitor Funds in
operation during such periods paid advisory fees to Huntington as follows:
<TABLE>
<CAPTION>
ADVISORY FEES
-------------
<S> <C>
Monitor Money Market Fund...................................... $1,267,812
Monitor Ohio Municipal Money Market Fund....................... 213,103*
Monitor U.S. Treasury Money Market Fund........................ 904,683
Monitor Growth Fund............................................ 1,028,360
Monitor Income Equity Fund..................................... 958,682
Monitor Mortgage Securities Fund............................... 101,228*
Monitor Ohio Tax-Free Fund..................................... 313,954
Monitor Fixed Income Securities Fund........................... 697,359
Monitor Short/Intermediate Fixed Income Securities Fund........ 627,097
</TABLE>
--------
* Gross advisory fees were $355,171 and $236,184, for the Monitor Ohio
Municipal Money Market Fund and the Monitor Mortgage Securities Fund,
respectively, of which Huntington voluntarily waived $142,068 and
$134,956, respectively.
BOARD OF DIRECTORS EVALUATION
At its meeting on August 18, 1997, the Board of Directors of FMB Funds
unanimously voted to approve new advisory contracts for each FMB Fund and to
recommend to the shareholders of each FMB Fund that they approve such new
contracts. During its deliberations, the Board of Directors had the assistance
of legal counsel and was furnished with information regarding Huntington and
its performance as the investment adviser for The Monitor Funds. In connection
with its deliberations, the Board of Directors considered the following:
. that the HBI Merger and the Bank Merger are not expected to result in
any adverse change in the investment management or operations of the FMB
Funds, or the investment personnel managing such funds. Huntington
neither plans nor proposes at the present time to make any material
changes in the
6
<PAGE>
composition of senior management or personnel of FMB-Trust who are
involved on a day-to-day basis in the management of investment
portfolios for FMB Funds, except to fill certain open positions, and
Huntington currently has no plans to make any adverse change in the
manner in which investment advisory services are rendered to each FMB
Fund.
. that the new advisory contract for each FMB Fund, including the terms
relating to the services to be provided and the fees and expenses
payable by each fund, is on the same terms as each FMB Fund's current
advisory contract. The Board of Directors noted that, in previously
approving the continuation of the current advisory contracts, it had
considered a number of factors, including the nature and quality of
services provided by FMB-Trust; investment performance, both of each FMB
Fund itself and relative to that of competitive investment companies;
investment management fees and expense ratios of each FMB Fund and
competitive investment companies; and FMB-Trust's profitability from
managing the FMB Funds.
. that Huntington is a large, well-established financial institution with
substantial resources and, as noted above, has committed to the
continuance, without interruption, of services of the type and quality
currently provided by FMB-Trust, or which are superior thereto.
HBI and Huntington have assured the Board of Directors of FMB Funds that they
intend to comply with Section 15(f) of the 1940 Act. Section 15(f) provides a
non-exclusive safe harbor for an investment adviser to an investment company or
any of its affiliated persons to receive any amount or benefit in connection
with a change in control of the investment adviser so long as two conditions
are met. First, for a period of three years after the transaction, at least 75%
of the board members of the investment company must not be interested persons
of the predecessor or successor investment adviser. The Board of Directors of
FMB Funds presently consists of four Directors, none of whom is an "interested
person" of FMB-Trust or of Huntington. Accordingly, the composition of the
Board of Directors of FMB Funds following the Bank Merger would be in
compliance with this provision of Section 15(f). Second, an "unfair burden"
must not be imposed upon the investment company as a result of such transaction
or any express or implied terms, conditions or understandings applicable
thereto. The term "unfair burden" is defined in Section 15(f) to include any
arrangement during the two-year period after the transaction whereby the
investment 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 shareholders (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 bona fide ordinary compensation as principal
underwriter for such investment company). HBI and Huntington are not aware of
any express or implied term, condition, arrangement or understanding that would
impose an "unfair burden" on any FMB Fund as a result of the Bank Merger. HBI
and Huntington have agreed that they and their affiliates will take no action
that would have the effect of imposing an "unfair burden" on any FMB Fund as a
result of the Bank Merger. Huntington will pay the costs of preparing and
distributing proxy materials to and of holding the meetings of the FMB Funds'
shareholders as well as all other fees and expenses in connection with the
approval of the proposed new advisory contracts for FMB Funds, including the
fees and expenses of legal counsel to FMB Funds and its Directors.
7
<PAGE>
OTHER INFORMATION
Information about FMB-Trust. FMB-Trust, One Financial Plaza, Holland,
Michigan 49423, currently serves as the investment adviser for FMB Funds. Set
forth below are the names and principal occupations of the directors and the
principal executive officer of FMB-Trust.
<TABLE>
<CAPTION>
PRINCIPAL EXECUTIVE OFFICER
AND DIRECTORS OF FMB-TRUST PRINCIPAL OCCUPATION
--------------------------- --------------------
<S> <C>
Larry D. Fredricks, Director....... Executive Vice President and Chief
Financial Officer, First Michigan Bank
Corporation
Jose Infante, Director............. President and Chief Executive Officer, FMB-
Lumbermans Bank
Thomas S. Loupee, Director......... Private investment manager
Jan W. Nienhuis, Director.......... President and Chief Executive Officer, FMB-
First Michigan Bank
Merle J. Prins, Director........... Executive Vice President, First Michigan
Bank Corporation
Stephen Stream, Director, Chairman
and President and Chief Operating Officer,
Chief Executive Officer........... First Michigan Bank Corporation
</TABLE>
As noted above, FMB-Trust is wholly-owned by First Michigan. No person owns,
of record or beneficially, 10% or more of any outstanding voting securities of
First Michigan. No officer or director of FMB Funds is employed by or serves as
an officer, employee or director of FMB-Trust.
Information about the FMB Funds' Administrator and Distributor. The
administrator for FMB Funds is SEI Fund Resources, Oaks, Pennsylvania 19456.
The principal underwriter for shares of FMB Funds is SEI Investments
Distribution Co., Oaks, Pennsylvania 19456.
Additional Information About Huntington. Since December 1, 1995 (the
beginning of the most recently-completed fiscal year of FMB Funds) no director
of FMB Funds has purchased or sold any securities of Huntington or its parent,
HBI. As of September 1, 1997, none of the directors of FMB Funds beneficially
owned any securities of Huntington or HBI. Set forth below are the names and
principal occupations of the directors and the principal executive officer of
Huntington.
<TABLE>
<CAPTION>
PRINCIPAL EXECUTIVE OFFICER
AND DIRECTORS OF HUNTINGTON PRINCIPAL OCCUPATION
- --------------------------- --------------------
<S> <C>
Friedrich K.M. Bohm, Di- Managing Partner, NBBJ East Limited
rector................. Partnership
Douglas G. Borror, Di-
rector................. President, Dominion Corporation
William E. Conway, Di-
rector................. Chairman, Fairmount Minerals, Ltd.
Maurice A. Cox, Jr., Di- Chief Executive Officer, The Ohio Partners,
rector................. LLC
Peter H. Edwards, Direc-
tor.................... Chairman, Edwards Companies
Douglas E. Fairbanks,
Director............... Private investor
Peter E. Geier, Direc- President and Chief Operating Officer, The
tor.................... Huntington National Bank
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL EXECUTIVE OFFICER
AND DIRECTORS OF HUNTINGTON PRINCIPAL OCCUPATION
--------------------------- --------------------
<S> <C>
John B. Gerlach, Jr................ Chairman, President and Chief Executive
Officer, Lancaster Colony Corporation
Elaine H. Hairston, Director....... Chancellor, Ohio Board of Regents
Edgar W. Ingram III, Director...... Chairman and Chief Executive Officer of
White Castle Systems, Inc.
Norman A. Jacobs, Principal Execu- Chief Executive Officer, The Huntington
tive Officer...................... National Bank, Trust Division
Pete A. Klisares, Director......... Executive Vice President, Worthington
Industries, Inc.
William M. Osborne, Jr., Director.. Private investor
Robert W. Rahal, Director.......... President, Team Rahal, Inc.
John B. Schultz, Director.......... Chairman, President and Chief Executive
Officers, The Lamson & Sessions Co.
Ronald J. Seiffert, Director....... Vice Chairman, The Huntington National Bank
J. Richard Sisson, Director........ Senior Vice President and Provost, The Ohio
State University
Zuheir Sofia, Director............. President and Chief Operating Officer,
Huntington Bancshares Incorporated
Rodney Wasserstrom, Director....... President and Chief Executive Officer, The
Wasserstrom Company
William J. Williams, Director...... Private investor
William S. Williams, Director...... Vice Chairman, Chief Executive and Chief
Financial Officer, The W.W. Williams Co.,
Inc.
Frank Wobst, Director.............. Chairman and Chief Executive Officer,
Huntington Bancshares Incorporated
Helen K. Wright, Director.......... Private investor
</TABLE>
As noted above, Huntington is wholly-owned by HBI. No person owns, of record
or beneficially, 10% or more of any outstanding voting securities of HBI. No
officer or director of FMB Funds is employed by or serves as an officer,
employee or director of Huntington.
MISCELLANEOUS
GENERAL
The cost of preparing, printing and mailing the enclosed proxy, and this
notice and proxy statement, and all other costs in connection with solicitation
of proxies, will be paid by Huntington and HBI, including any additional
solicitation made by letter, telephone or telegraph. In addition to
solicitation by mail, certain officers and representatives of FMB-Trust,
officers and employees of FMB-Trust, who will receive no extra compensation for
their services, may solicit proxies by telephone, telegram or personally. In
addition, Huntington and FMB-Trust may retain a firm to solicit proxies on
behalf of FMB Funds' Board or Directors, the fees for which will be borne by
Huntington.
9
<PAGE>
A COPY OF YOUR FUND'S ANNUAL REPORT FOR THE YEAR ENDED NOVEMBER 30, 1996, AND
THE SEMI-ANNUAL REPORT FOR THE SIX MONTHS ENDED MAY 31, 1997, ARE AVAILABLE
WITHOUT CHARGE UPON REQUEST BY WRITING TO FMB FUNDS, INC., C/O SEI FUND
RESOURCES, OAKS, PENNSYLVANIA 19456, OR BY CALLING 1-800-453-4234.
PROPOSALS OF SHAREHOLDERS
As a Maryland corporation, FMB Funds is not required to hold annual
shareholder meetings, but each fund will hold special meetings as required or
deemed desirable. Since FMB Funds does not hold regular meetings of
shareholders, the anticipated date of the next special shareholders meeting
cannot be provided. Any shareholder proposal that may properly be included in
the proxy solicitation material for a special shareholder meeting must be
received by the applicable FMB Fund no later than four months prior to the date
when proxy statements are mailed to shareholders.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Directors of FMB Funds is not aware of any matters that will be
presented for action at the Meeting other than Item 1 described above. Should
any other matters requiring a vote of shareholders arise, the proxy in the
accompanying form will confer upon the person or persons entitled to vote the
shares represented by such proxy the discretionary authority to vote the shares
as to any such other matters in accordance with their best judgment in the
interest of the applicable FMB Fund.
VOTING, QUORUM
Each share of an FMB Fund is entitled to one vote on each matter submitted to
a vote of the shareholders of that fund at the Meeting. Each valid proxy will
be voted in accordance with the instructions on the proxy and as the persons
named in the proxy determine on such other business as may come before the
Meeting. If no instructions are given, the proxy will be voted FOR Item 1.
Shareholders who execute proxies may revoke them at any time before they are
voted, either by writing to FMB Funds or in person at the time of the Meeting.
Approval of Item 1 requires the affirmative vote of a "majority of the
outstanding voting securities" of the applicable FMB Fund. The term "majority
of the outstanding voting securities", as defined in the 1940 Act, means: the
affirmative vote of the lesser of (1) 67% of the voting securities of each FMB
Fund present at the meeting if more than 50% of the outstanding shares of that
FMB Fund are present in person or by proxy or (2) more than 50% of the
outstanding shares of that FMB Fund.
On Item 1, each FMB Fund will vote separately. The Bylaws of FMB Funds
provide that the presence at a shareholder meeting in person or by proxy of at
least one-third of the shares of each FMB Fund constitutes a quorum for that
FMB Fund. Thus, the meeting for a particular FMB Fund could not take place on
its scheduled date if less than one-third of the shares of that FMB Fund were
represented. If, by the time scheduled for the Meeting, a quorum of
shareholders of an FMB Fund is not present or if a quorum is present but
sufficient votes in favor of any of the items are not received, the persons
named as proxies may propose one or more adjournments of the meeting for that
FMB Fund to permit further soliciting of proxies from its shareholders. Any
such adjournment will require the affirmative vote of a majority of the shares
of the FMB Fund as to which the meeting is being adjourned present (in person
or by proxy) at the session of the meeting to be adjourned. The persons named
as proxies will vote in favor of any such adjournment if they determine that
such adjournment and additional solicitation are reasonable and in the interest
of the respective FMB Fund's shareholders.
10
<PAGE>
In tallying shareholder votes, abstentions and "broker non-votes" (i.e.,
shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote and (ii) the
broker or nominee does not have discretionary voting power on a particular
matter) will be counted for purposes of determining whether a quorum is
present for purposes of convening the Meeting. On Item 1 abstentions and
broker non-votes will be considered to be both present at the Meeting and
issued and outstanding and, as a result, will have the effect of being counted
as voted against the Item.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Directors,
LOGO
Michael R. Mucciolo, Chairman of the
Board
11
<PAGE>
EXHIBIT A
PRELIMINARY NOTE: THE FOLLOWING IS THE FORM OF ADVISORY CONTRACT FOR EACH
SERIES OF FMB FUNDS, INC. THE CONTRACT FOR EACH SERIES IS IDENTICAL EXCEPT FOR
THE PROVISIONS RELATING TO THE ADVISORY FEES PAYABLE (SECTION 6), WHERE THE
FEE PAYABLE TO EACH SEPARATE SERIES IS SET OUT IN FULL. THE LANGUAGE WHICH IS
DIFFERENT AS BETWEEN EACH SERIES IS PRINTED IN BOLD ITALICS.
ADVISORY CONTRACT
The FMB [DIVERSIFIED EQUITY][INTERMEDIATE GOVERNMENT INCOME]
[MICHIGAN TAX-FREE BOND][MONEY MARKET] Fund
a portfolio of
FMB FUNDS, INC.
P.O. Box 8526
Boston, MA 02266-8526
October 1, 1997
The Huntington National Bank
Trust Division
41 South High Street
Columbus, Ohio 43287
Dear Sirs:
This will confirm the agreement between the undersigned (the "Company") on
behalf of the FMB [DIVERSIFIED EQUITY][INTERMEDIATE GOVERNMENT
INCOME][MICHIGAN TAX-FREE BOND][MONEY MARKET] (the "Fund") and The Huntington
National Bank, Trust Division (the "Adviser") as follows:
1. The Company is an open-end investment company currently consisting of
four investment portfolios, but which may from time to time consist of a
greater or lesser number of investment portfolios (the "Funds"). The Company
engages in the business of investing and reinvesting the assets of the Fund in
the manner and in accordance with the investment objective and restrictions
specified in the Company's currently effective prospectus and the currently
effective statement of additional information incorporated by reference
therein relating to the Fund and the Company (such prospectus and such
statement of additional information being collectively referred to as the
"Prospectus") included in the Company's Registration Statement, as amended
from time to time (the "Registration Statement"), filed by the Company under
the Investment Company Act of 1940 (the "Act") and the Securities Act of 1933.
Copies of the documents referred to in the preceding sentence have been
furnished to the Adviser. Any amendments to those documents shall be furnished
to the Adviser promptly.
2. The Company hereby engages the Adviser to manage the investing and
reinvesting of the assets of the Fund and to provide the advisory services
specified elsewhere in this contract, subject to the overall supervision of
the Board of Directors of the Company. Pursuant to an administration agreement
between the Company and SEI Financial Mangement Corporation (the
"Administrator") on behalf of the Fund, the Company has engaged the
Administrator to provide the administrative services specified therein.
A-1
<PAGE>
3. (a) The Adviser shall make investments for the account of the Fund in
accordance with the Adviser's best judgment and consistent with the investment
objective and restrictions set forth in the Company's Prospectus, the Act and
the provisions of the Internal Revenue Code relating to regulated investment
companies, subject to policy decisions adopted by the Company's Board of
Directors. The Adviser shall advise the Company's officers and Board of
Directors, at such times as the Company's Board of Directors may specify, of
investments made for the Fund and shall, when requested by the Company's
officers or Board of Directors, supply the reasons for making particular
investments.
(b) The Adviser shall provide to the Company investment guidance and policy
direction in connection with its daily management of the Fund's portfolio,
including oral and written research, analysis, advice, statistical and economic
data and information and judgments, and shall furnish to the Company's Board of
Directors periodic reports on the investment strategy and performance of the
Fund and such additional reports and information as the Company's Board of
Directors and officers shall reasonably request.
(c) The Adviser shall pay the costs of printing and distributing all
materials relating to the Fund prepared by it, or prepared at its request,
other than such costs relating to proxy statements, prospectuses, shareholder
reports and other materials distributed to existing or prospective shareholders
on behalf of the Fund.
(d) The Adviser shall, at its expense, employ or associate with itself such
persons as the Adviser believes appropriate to assist it in performing its
obligations under this contract.
4. Except as provided in each of the Company's advisory contracts and
administration agreements, the Company shall bear all costs of its operations,
including the compensation of its directors who are not affiliated with the
Adviser, the Administrator or any of their affiliates; advisory and
administration fees; payments of distribution-related expenses pursuant to any
Rule 12b-1 Plan, i.e., a plan of distribution of the Company adopted on behalf
of any of the Funds pursuant to Rule 12b-1 under the Act; governmental fees;
interest charges; taxes; fees and expenses of its independent accountants,
legal counsel, transfer agent and dividend disbursing agent; expenses of
redeeming shares; expenses of preparing and printing stock certificates,
prospectuses (except the expense of printing and mailing prospectuses used for
promotional purposes, unless otherwise payable pursuant to a Rule 12b-1 Plan),
shareholders' reports, notices, proxy statements and reports to regulatory
agencies; travel expenses of directors, officers and employees; office
supplies; insurance premiums and certain expenses relating to insurance
coverage; trade association membership dues; brokerage and other expenses
connected with the execution of portfolio securities transactions; fees and
expenses of any custodian, including those for keeping books and accounts and
calculating the net asset value per share of the Fund; expenses of
shareholders' meetings; expenses relating to the issuance, registration and
qualification of shares of the Fund; pricing services, if any; organizational
expenses; and any extraordinary expenses. Expenses attributable to one or more,
but not all, of the Funds are charged against the assets of the relevant Funds.
General expenses of the Funds are allocated among the Funds in a manner
proportionate to the net assets of each Fund, on a transactional basis or on
such other basis as the Board of Directors deems equitable.
5. The Adviser shall give the Company the benefit of the Adviser's best
judgment and efforts in rendering services under this contract. As an
inducement to the Adviser's undertaking to render these services, the Company
agrees that the Adviser shall not be liable under this contract for any mistake
in judgment or in any other event whatsoever except for lack of good faith,
provided that nothing in this contract shall be deemed to protect or purport to
protect the Adviser against any liability to the Company or its shareholders to
which the Adviser would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of the Adviser's duties under
this contract or by reason of reckless disregard of its obligations and duties
hereunder.
A-2
<PAGE>
[DIVERSIFIED EQUITY FUND]:
6. IN CONSIDERATION OF THE SERVICES TO BE RENDERED BY THE ADVISER UNDER THIS
CONTRACT, THE COMPANY SHALL PAY THE ADVISER A MONTHLY FEE ON THE FIRST BUSINESS
DAY OF EACH MONTH, AT THE ANNUAL RATE OF 1.00% OF THE AVERAGE DAILY VALUE (AS
DETERMINED ON EACH DAY THAT SUCH VALUE IS DETERMINED FOR THE FUND AT THE TIME
SET FORTH IN THE PROSPECTUS FOR DETERMINING NET ASSET VALUE PER SHARE) OF THE
FUND'S NET ASSETS DURING THE PRECEDING MONTH. IF THE FEE PAYABLE TO THE ADVISER
PURSUANT TO THIS PARAGRAPH 6 BEGINS TO ACCRUE BEFORE THE END OF ANY MONTH OR IF
THIS CONTRACT TERMINATES BEFORE THE END OF ANY MONTH, THE FEE FOR THE PERIOD
FROM THE EFFECTIVE DATE TO THE END OF THAT MONTH OR FROM THE BEGINNING OF THAT
MONTH TO THE TERMINATION DATE, RESPECTIVELY, SHALL BE PRORATED ACCORDING TO THE
PROPORTION THAT THE PERIOD BEARS TO THE FULL MONTH IN WHICH THE EFFECTIVENESS
OR TERMINATION OCCURS. FOR PURPOSES OF CALCULATING EACH SUCH MONTHLY FEE, THE
VALUE OF THE FUND'S NET ASSETS SHALL BE COMPUTED IN THE MANNER SPECIFIED IN THE
PROSPECTUS AND THE COMPANY'S ARTICLES OF INCORPORATION FOR THE COMPUTATION OF
THE VALUE OF THE FUND'S NET ASSETS IN CONNECTION WITH THE DETERMINATION OF THE
NET ASSET VALUE OF FUND SHARES.
[INTERMEDIATE GOVERNMENT INCOME FUND]
6. IN CONSIDERATION OF THE SERVICES TO BE RENDERED BY THE ADVISER UNDER THIS
CONTRACT, THE COMPANY SHALL PAY THE ADVISER A MONTHLY FEE ON THE FIRST BUSINESS
DAY OF EACH MONTH, AT THE ANNUAL RATE OF 0.45% OF THE AVERAGE DAILY VALUE (AS
DETERMINED ON EACH DAY THAT SUCH VALUE IS DETERMINED FOR THE FUND AT THE TIME
SET FORTH IN THE PROSPECTUS FOR DETERMINING NET ASSET VALUE PER SHARE) OF THE
FUND'S NET ASSETS DURING THE PRECEDING MONTH. IF THE FEE PAYABLE TO THE ADVISER
PURSUANT TO THIS PARAGRAPH 6 BEGINS TO ACCRUE BEFORE THE END OF ANY MONTH OR IF
THIS CONTRACT TERMINATES BEFORE THE END OF ANY MONTH, THE FEE FOR THE PERIOD
FROM THE EFFECTIVE DATE TO THE END OF THAT MONTH OR FROM THE BEGINNING OF THAT
MONTH TO THE TERMINATION DATE, RESPECTIVELY, SHALL BE PRORATED ACCORDING TO THE
PROPORTION THAT THE PERIOD BEARS TO THE FULL MONTH IN WHICH THE EFFECTIVENESS
OR TERMINATION OCCURS. FOR PURPOSES OF CALCULATING EACH SUCH MONTHLY FEE, THE
VALUE OF THE FUND'S NET ASSETS SHALL BE COMPUTED IN THE MANNER SPECIFIED IN THE
PROSPECTUS AND THE COMPANY'S ARTICLES OF INCORPORATION FOR THE COMPUTATION OF
THE VALUE OF THE FUND'S NET ASSETS IN CONNECTION WITH THE DETERMINATION OF THE
NET ASSET VALUE OF FUND SHARES.
[MICHIGAN TAX-FREE BOND FUND]
6. IN CONSIDERATION OF THE SERVICES TO BE RENDERED BY THE ADVISER UNDER THIS
CONTRACT, THE COMPANY SHALL PAY THE ADVISER A MONTHLY FEE ON THE FIRST BUSINESS
DAY OF EACH MONTH, AT THE ANNUAL RATE OF 0.55% OF AVERAGE DAILY VALUE (AS
DETERMINED ON EACH DAY THAT SUCH VALUE IS DETERMINED FOR THE FUND AT THE TIME
SET FORTH IN THE PROSPECTUS FOR DETERMINING NET ASSET VALUE PER SHARE) OF THE
FUND'S NET ASSETS DURING THE PRECEDING MONTH. IF THE FEE PAYABLE TO THE ADVISER
PURSUANT TO THIS PARAGRAPH 6 BEGINS TO ACCRUE BEFORE THE END OF ANY MONTH OR IF
THIS CONTRACT TERMINATES BEFORE THE END OF ANY MONTH, THE FEE FOR THE PERIOD
FROM THE EFFECTIVE DATE TO THE END OF THAT MONTH OR FROM THE BEGINNING OF THAT
MONTH TO THE TERMINATION DATE, RESPECTIVELY, SHALL BE PRORATED ACCORDING TO THE
PROPORTION THAT THE PERIOD BEARS TO THE FULL MONTH IN WHICH THE EFFECTIVENESS
OR TERMINATION OCCURS. FOR PURPOSES OF CALCULATING EACH SUCH MONTHLY FEE, THE
VALUE OF THE FUND'S NET ASSETS SHALL BE COMPUTED IN THE MANNER SPECIFIED IN THE
PROSPECTUS AND THE COMPANY'S ARTICLES OF INCORPORATION FOR THE COMPUTATION OF
THE VALUE OF THE FUND'S NET ASSETS IN CONNECTION WITH THE DETERMINATION OF THE
NET ASSET VALUE OF FUND SHARES.
[MONEY MARKET FUND]
6. IN CONSIDERATION OF THE SERVICES TO BE RENDERED BY THE ADVISER UNDER THIS
CONTRACT, THE COMPANY SHALL PAY THE ADVISER A MONTHLY FEE ON THE FIRST BUSINESS
DAY OF EACH MONTH, AT THE ANNUAL RATE OF 0.35% OF THE FIRST FIVE HUNDRED
MILLION, 0.30% OF THE NEXT FIVE HUNDRED MILLION AND 0.25% OF ONE BILLION OR
ABOVE OF THE AVERAGE
A-3
<PAGE>
DAILY VALUE (AS DETERMINED ON EACH DAY THAT SUCH VALUE IS DETERMINED FOR THE
FUND AT THE TIME SET FORTH IN THE PROSPECTUS FOR DETERMINING NET ASSET VALUE
PER SHARE) OF THE FUND'S NET ASSETS DURING THE PRECEDING MONTH. IF THE FEE
PAYABLE TO THE ADVISER PURSUANT TO THIS PARAGRAPH 6 BEGINS TO ACCRUE BEFORE THE
END OF ANY MONTH OR IF THIS CONTRACT TERMINATES BEFORE THE END OF ANY MONTH,
THE FEE FOR THE PERIOD FROM THE EFFECTIVE DATE TO THE END OF THAT MONTH OR FROM
THE BEGINNING OF THAT MONTH TO THE TERMINATION DATE, RESPECTIVELY, SHALL BE
PRORATED ACCORDING TO THE PROPORTION THAT THE PERIOD BEARS TO THE FULL MONTH IN
WHICH THE EFFECTIVENESS OR TERMINATION OCCURS. FOR PURPOSES OF CALCULATING EACH
SUCH MONTHLY FEE, THE VALUE OF THE FUND'S NET ASSETS SHALL BE COMPUTED IN THE
MANNER SPECIFIED IN THE PROSPECTUS AND THE COMPANY'S ARTICLES OF INCORPORATION
FOR THE COMPUTATION OF THE VALUE OF THE FUND'S NET ASSETS IN CONNECTION WITH
THE DETERMINATION OF THE NET ASSET VALUE OF FUND SHARES.
7. If in any fiscal year the total expenses of the Fund incurred by, or
allocated to, the Fund excluding taxes, interest, brokerage commissions and
other portfolio transaction expenses, other expenditures that are capitalized
in accordance with generally accepted accounting principles, extraordinary
expenses and amounts accrued or paid under a Rule 12b-1 Plan of the Fund, but
including the fees provided for in paragraph 6 and those provided for pursuant
to the Fund's Administration Agreement ("includible expenses"), exceed the most
restrictive expense limitation applicable to the Fund imposed by state
securities laws or regulations thereunder, as these limitations may be raised
or lowered from time to time, the Adviser shall waive or reimburse that portion
of the excess derived by multiplying the excess by a fraction, the numerator of
which shall be the percentage at which the excess portion attributable to the
fee payable pursuant to this agreement is calculated under paragraph 6 hereof,
and the denominator of which shall be the sum of such percentage plus the
percentage at which the excess portion attributable to the fee payable pursuant
to the Fund's Administration Agreement is calculated (the "Applicable Ratio"),
but only to the extent of the fee hereunder for the fiscal year. If the fees
payable under this contract and/or the Fund's Administration Agreement
contributing to such excess portion are calculated at more than one percentage
rate, the Applicable Ratio shall be calculated separately on the basis of, and
applied separately to, the portions of the fees calculated at the different
rates. At the end of each month of the Company's fiscal year, the Company shall
review the includible expenses accrued during that fiscal year to the end of
the period and shall estimate the contemplated includible expenses for the
balance of that fiscal year. If as a result of that review and estimation it
appears likely that the includible expenses will exceed the limitations
referred to in this paragraph 7 for a fiscal year with respect to the Fund, the
monthly fee set forth in paragraph 6 payable to the Adviser for such month
shall be reduced, subject to a later adjustment, by an amount equal to the
Applicable Ratio times the pro rata portion (prorated on the basis of the
remaining months of the fiscal year, including the month just ended) of the
amount by which the includible expenses for the fiscal year are expected to
exceed the limitations provided for in this paragraph 7. For purposes of
computing the excess, if any, over the most restrictive applicable expense
limitation, the value of the Fund's net assets shall be computed in the manner
specified in the last sentence of paragraph 6, and any reimbursements required
to be made by the Adviser shall be made once a year promptly after the end of
the Company's fiscal year.
8. This contract shall continue in effect only so long as the continuance is
specifically approved at least annually (a) by the vote of a majority of the
Fund's outstanding voting securities (as defined in the Act) or by the
Company's Board of Directors and (b) by the vote, cast in person at a meeting
called for the purpose, of a majority of the Company's directors who are not
parties to this contract or "interested persons" (as defined in the Act) of any
such party. This contract may be terminated at any time by the Company, without
the payment of any penalty, by a vote of a majority of the Fund's outstanding
voting securities (as defined in the Act) or by a vote of a majority of the
Company's entire Board of Directors on 60 days' written notice to the Adviser
or by the Adviser on 60 days' written notice to the Company. This contract
shall terminate automatically in the event of its assignment (as defined in the
Act).
A-4
<PAGE>
9. Except to the extent necessary to perform the Adviser's obligations under
this contract, nothing herein shall be deemed to limit or restrict the right of
the Adviser, or any affiliate of the Adviser, or any employee of the Adviser,
to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
firm, individual or association.
11. This contract shall be governed by and construed in accordance with the
laws of the State of Michigan.
If the foregoing correctly sets forth the agreement between the Company and
the Adviser, please so indicate by signing and returning to the Company the
enclosed copy hereof.
Very truly yours,
FMB FUNDS, INC., on behalf of the
FMB [DIVERSIFIED
EQUITY][INTERMEDIATE GOVERNMENT
INCOME][MICHIGAN TAX-FREE
BOND][MONEY MARKET] Fund
By: _________________________________
Title: ______________________________
ACCEPTED as of the date set forth above:
THE HUNTINGTON NATIONAL BANK, TRUST DIVISION
By: _________________________________
Title: ______________________________
A-5
<PAGE>
PROXY PROXY
FMB Diversified Equity Fund
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held September 26, 1997
This Proxy is solicited on behalf of the Board of Directors of FMB Funds, Inc.
The undersigned hereby appoints Todd Cipperman and Patricia Arizin, or
either one of them, proxies with full power of substitution to vote as
designated below all shares of common stock of the FMB Diversified Equity Fund
that the undersigned is entitled to vote at a Special Meeting of Shareholders of
FMB Diversified Equity Fund to be held on Friday, September 26, 1997, or at any
adjournment or adjournments thereof, as follows:
1. On the proposal to approve a new advisory contract between FMB Diversified
Equity Fund (the "Fund") and The Huntington National Bank, Trust Division, as
more fully set forth in the Fund's Notice of Joint Special Meeting of
Shareholders and Proxy Statement dated September 5, 1997, receipt of which is
hereby acknowledged:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
2. Discretionary authority is hereby conferred as to any other matters as may
properly come before the meeting.
When properly executed, this Proxy will be voted in the manner directed
above. If no direction is made, this Proxy will be voted FOR Item 1 above. The
undersigned ratifies all that the proxies or any of them or their substitutes
may lawfully do or cause to be done by virtue hereof and revokes all former
proxies.
____________________________ ____________________________
Signature of Shareholder Signature of Shareholder
Dated ______________, 1997
Please sign this proxy exactly as your name(s) appears on this proxy card. If
shares are registered in the names of two or more persons, each must sign.
Executors, administrators, trustees, guardians, attorneys and corporate officers
should add their titles.
IMPORTANT: PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENVELOPE
PROVIDED. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
PROXY PROXY
FMB Intermediate Government Income Fund
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held September 26, 1997
This Proxy is solicited on behalf of the Board of Directors of FMB Funds, Inc.
The undersigned hereby appoints Todd Cipperman and Patricia Arizin, or
either one of them, proxies with full power of substitution to vote as
designated below all shares of common stock of the FMB Intermediate Government
Income Fund that the undersigned is entitled to vote at a Special Meeting of
Shareholders of FMB Intermediate Government Income Fund to be held on Friday,
September 26, 1997, or at any adjournment or adjournments thereof, as follows:
1. On the proposal to approve a new advisory contract between FMB Intermediate
Government Income Fund (the "Fund") and The Huntington National Bank, Trust
Division, as more fully set forth in the Fund's Notice of Joint Special Meeting
of Shareholders and Proxy Statement dated September 5, 1997, receipt of which is
hereby acknowledged:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
2. Discretionary authority is hereby conferred as to any other matters as may
properly come before the meeting.
When properly executed, this Proxy will be voted in the manner directed
above. If no direction is made, this Proxy will be voted FOR Item 1 above. The
undersigned ratifies all that the proxies or any of them or their substitutes
may lawfully do or cause to be done by virtue hereof and revokes all former
proxies.
____________________________ ____________________________
Signature of Shareholder Signature of Shareholder
Dated _______________, 1997
Please sign this proxy exactly as your name(s) appears on this proxy card. If
shares are registered in the names of two or more persons, each must sign.
Executors, administrators, trustees, guardians, attorneys and corporate officers
should add their titles.
IMPORTANT: PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENVELOPE
PROVIDED. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
PROXY PROXY
FMB Michigan Tax-Free Bond Fund
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held September 26, 1997
This Proxy is solicited on behalf of the Board of Directors of FMB Funds, Inc.
The undersigned hereby appoints Todd Cipperman and Patricia Arizin, or
either one of them, proxies with full power of substitution to vote as
designated below all shares of common stock of the FMB Michigan Tax-Free Bond
Fund that the undersigned is entitled to vote at a Special Meeting of
Shareholders of FMB Michigan Tax-Free Bond Fund to be held on Friday, September
26, 1997, or at any adjournment or adjournments thereof, as follows:
1. On the proposal to approve a new advisory contract between FMB Michigan Tax-
Free Bond Fund (the "Fund") and The Huntington National Bank, Trust Division, as
more fully set forth in the Fund's Notice of Joint Special Meeting of
Shareholders and Proxy Statement dated September 5, 1997, receipt of which is
hereby acknowledged:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
2. Discretionary authority is hereby conferred as to any other matters as may
properly come before the meeting.
When properly executed, this Proxy will be voted in the manner directed
above. If no direction is made, this Proxy will be voted FOR Item 1 above. The
undersigned ratifies all that the proxies or any of them or their substitutes
may lawfully do or cause to be done by virtue hereof and revokes all former
proxies.
____________________________ ____________________________
Signature of Shareholder Signature of Shareholder
Dated_________________, 1997
Please sign this proxy exactly as your name(s) appears on this proxy card. If
shares are registered in the names of two or more persons, each must sign.
Executors, administrators, trustees, guardians, attorneys and corporate officers
should add their titles.
IMPORTANT: PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENVELOPE
PROVIDED. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
PROXY PROXY
FMB Money Market Fund
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held September 26, 1997
This Proxy is solicited on behalf of the Board of Directors of FMB Funds, Inc.
The undersigned hereby appoints Todd Cipperman and Patricia Arizin, or
either one of them, proxies with full power of substitution to vote as
designated below all shares of common stock of the FMB Money Market Fund that
the undersigned is entitled to vote at a Special Meeting of Shareholders of FMB
Money Market Fund to be held on Friday, September 26, 1997, or at any
adjournment or adjournments thereof, as follows:
1. On the proposal to approve a new advisory contract between FMB Money Market
Fund (the "Fund") and The Huntington National Bank, Trust Division, as more
fully set forth in the Fund's Notice of Joint Special Meeting of Shareholders
and Proxy Statement dated September 5, 1997, receipt of which is hereby
acknowledged:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
2. Discretionary authority is hereby conferred as to any other matters as may
properly come before the meeting.
When properly executed, this Proxy will be voted in the manner directed
above. If no direction is made, this Proxy will be voted FOR Item 1 above. The
undersigned ratifies all that the proxies or any of them or their substitutes
may lawfully do or cause to be done by virtue hereof and revokes all former
proxies.
____________________________ ____________________________
Signature of Shareholder Signature of Shareholder
Dated______________, 1997
Please sign this proxy exactly as your name(s) appears on this proxy card. If
shares are registered in the names of two or more persons, each must sign.
Executors, administrators, trustees, guardians, attorneys and corporate officers
should add their titles.
IMPORTANT: PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENVELOPE
PROVIDED. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
