SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement [ ] Confidential, for Use of the Commission
[ ] Definitive proxy statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
FMB FUNDS, INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:___
(2) Aggregate number of securities to which transaction applies:___
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):___
(4) Proposed maximum aggregate value of transaction: ____
(5) Total fee paid: _______
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid: _____________
(2) Form, schedule or registration statement no.: ____________
(3) Filing party: __________
(4) Date filed: __________<PAGE>
<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,
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") or its successor 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
Investment Class shares of each FMB Fund issued and outstanding was as
follows:
Combined
Fund Shares
- ---- ------
FMB Diversified Equity Fund
FMB Intermediate Government Income Fund
FMB Michigan Tax-Free Bond Fund
FMB Money Market Fund
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):
Name of FMB Fund and Percent of Combined
Name and Address of Shareholder Shares Owned
FMB Diversified Equity Fund:
FM Co., Trust Operations
101 East Main Street
Zeeland, Michigan 49464-1735 %
FMB Intermediate Government Income Fund:
FM Co., Trust Operations
101 East Main Street
Zeeland, Michigan 49464-1735 %
Ameritrade Inc.
P.O. Box 2226
Omaha, Nebraska 68103-2226 %
Muskegon General Hospital
1700 Oak Avenue
Muskegon, Michigan 49442-2407 %
FMB Michigan Tax-Free Bond Fund:
FM Co., Trust Operations
101 East Main Street
Zeeland, Michigan 49464-1735 %
FMB Money Market Fund:
FM Co., Trust Operations
101 East Main Street
Zeeland, Michigan 49464-1735 %
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 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 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
<PAGE>
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 contract 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 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.
Commencement Date of Most Recent Approval
Name of FMB Fund of Operations Agreement By Directors
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
<PAGE>
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.
Advisory Fee Rate (a)
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%
________
(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:.
Advisory Fees
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
______________
* 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,
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
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:
Advisory Size of Fund
Fee Rate (a) (Net Assets) (b)
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 Securities Fund 0.50% 125,508,000
_________
(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:
Advisory Fees
-------------
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
____________
* 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
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.
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.
Principal Executive Officer
and Directors of FMB-Trust Principal Occupation
- -------------------------- --------------------
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 Chief Executive
Officer President and Chief Operating Officer,
First Michigan Bank Corporation
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
it 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.
Principal Executive Officer
and Directors of Huntington Principal Occupation
- --------------------------- --------------------
Friedrich K.M. Bohm, Director Managing Partner, NBBJ East Limited
Partnership
Douglas G. Borror, Director President, Dominion Corporation
William E. Conway, Director Chairman, Fairmount Minerals, Ltd.
Maurice A. Cox, Jr., Director Chief Executive Officer, The Ohio Partners,
LLC
Peter H. Edwards, Director Chairman, Edwards Companies
Douglas E. Fairbanks, Director Private investor
Peter E. Geier, Director President and Chief Operating Officer, The
Huntington National Bank
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
Executive Officer Chief Executive Officer, The Huntington
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
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.
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 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. Proxies given by telephone or electronically
transmitted instruments may be counted if obtained pursuant to procedures
designed to verify that such instructions have been authorized. 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 1/3 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 1/3 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.
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,
Michael R. Mucciolo, Chairman of the Board
<PAGE>
[Preliminary Note--The proxy statement for each particular FMB Fund will
have attached to it as Exhibit A the appropriate version of the proposed
advisory contract for that fund]
EXHIBIT A
ADVISORY CONTRACT
The FMB Diversified Equity 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 Fund (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.
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.
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.
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).
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 Fund
By: ______________________________
Title: ___________________________
ACCEPTED as of the date set forth above:
THE HUNTINGTON NATIONAL BANK, TRUST DIVISION
By: _____________________________
Title: ___________________________
<PAGE>
EXHIBIT A
ADVISORY CONTRACT
The FMB Intermediate Government Income 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 Intermediate Government Income Fund (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.
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.
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.
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).
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.
10. 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 Intermediate Government Income Fund
By:______________________________
Title:___________________________
ACCEPTED as of the date set forth above:
THE HUNTINGTON NATIONAL BANK, TRUST DIVISION
By: _____________________________
Title: ___________________________
<PAGE>
EXHIBIT A
ADVISORY CONTRACT
The FMB Michigan Tax-Free Bond 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 Michigan Tax-Free Bond Fund (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.
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 its 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.
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.
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).
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.
10. 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 Michigan Tax-Free Bond Fund
By:_____________________________
Title:____________________________
ACCEPTED as of the date set forth above:
THE HUNTINGTON NATIONAL BANK, TRUST DIVISION
By: _____________________________
Title: ____________________________
<PAGE>
EXHIBIT A
ADVISORY CONTRACT
The FMB 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 Money Market Fund (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.
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.
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 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).
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.
10. 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 Money Market Fund
By:______________________________
Title:___________________________
ACCEPTED as of the date set forth above:
THE HUNTINGTON NATIONAL BANK, TRUST DIVISION
By: _____________________________
Title: ___________________________
<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.
