<PAGE> 1
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:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
The Coventry Group
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
THE COVENTRY GROUP
THE AMCORE VINTAGE FUNDS
THE SHELBY FUND
THE BRENTON FUNDS
THE ERNST WORLD FUNDS
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of
The Coventry Group
Notice is hereby given that a Special Meeting of Shareholders of The
Coventry Group (the "Group"), will be held on Monday, April 22, 1996, at 10:00
A.M., EST, at 3435 Stelzer Road, Columbus, Ohio, for the purpose of considering
and acting on the following matters:
1. To elect five trustees of the Group;
2. To consider and act upon any matters incidental to the foregoing
and to transact such other business as may properly come before the
Meeting and any adjournment or adjournments thereof.
The close of business on March 18, 1996, has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting.
All shareholders are cordially invited to attend the Meeting in person. If
you are unable to do so, please complete the enclosed proxy and return it in the
enclosed envelope.
By Order of the Trustees
NANCY E. CONVERSE, Secretary
March 29, 1996
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
In order to avoid the additional expense of a second solicitation, we urge you
to complete, sign and return promptly the enclosed Proxy. The enclosed addressed
envelope requires no postage and is intended for your convenience.
- --------------------------------------------------------------------------------
<PAGE> 3
THE COVENTRY GROUP
3435 STELZER ROAD
COLUMBUS, OHIO 43219
PROXY STATEMENT
FOR A SPECIAL MEETING OF SHAREHOLDERS
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Trustees of The Coventry Group, a Massachusetts business trust
(the "Group"), to be used in connection with a Special Meeting of Shareholders
of the Group to be held on April 22, 1996. All persons who are shareholders of
the Group as of March 18, 1996, the record date (the "Record Date"), will be
entitled to notice of and to vote at the Meeting. The Group knows of no other
business to be voted upon at the Meeting other than Item 1 set forth in the
accompanying Notice of Special Meeting of Shareholders and as described in this
Proxy Statement. The mailing address of the principal executive offices of the
Group is: 3435 Stelzer Road, Columbus, Ohio 43219. The approximate date on which
this Proxy Statement and form of proxy are first sent to shareholders of the
Group is March 29, 1996.
Only shareholders of record of the Group at the close of business on the
Record Date will be entitled to notice of and to vote at the Meeting. Shares
represented by proxies, unless previously revoked, will be voted at the Meeting
in accordance with the instructions of the shareholders. If no instructions are
given, the proxies will be voted in favor of the proposals. To revoke a proxy,
the shareholder giving such proxy must either submit to the Group a subsequently
dated proxy, deliver to the Group a written notice of revocation or otherwise
give notice of revocation in open meeting, in all cases prior to the exercise of
the authority granted in the proxy.
In the event that sufficient votes are not received by the date of the
Meeting, a person named as proxy may propose one or more adjournments of the
Meeting for a reasonable period or periods to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of the holders
of a majority of the Shares entitled to vote present at the Meeting in person or
by proxy. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the proposal and will
vote against any such adjournment those proxies required to be voted against the
proposal.
THE GROUP WILL FURNISH, WITHOUT CHARGE, A COPY OF EACH FUND'S MOST RECENT
ANNUAL REPORT TO SHAREHOLDERS AND THE MOST RECENT SEMI-ANNUAL REPORT TO
SHAREHOLDERS SUCCEEDING THE ANNUAL REPORT, UPON REQUEST, WHICH MAY BE MADE
EITHER BY WRITING TO THE GROUP AT THE ADDRESS ABOVE OR BY CALLING TOLL-FREE
(800) 672-4797. THE ANNUAL REPORT AND THE SEMI-ANNUAL REPORT WILL BE MAILED TO
YOU BY FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS OF YOUR REQUEST.
<PAGE> 4
ELECTION OF TRUSTEES -- ISSUE 1
It is the present intention that the enclosed proxy will be used for the
purposes of voting in favor of the election of each of the following nominees as
a Trustee to hold office until the next meeting of Shareholders at which
Trustees are elected and until his successor is elected and qualified. Other
than Ms. Converse, each of the nominees presently is a Trustee of the Group.
Pursuant to Rule 14a-4(d) under the Securities Exchange Act of 1934, each
nominee has consented to be named in the Proxy Statement and to serve if
elected. It is not expected that any of the nominees will decline or become
unavailable for election, but in case this should happen, the discretionary
power given in the proxy may be used to vote for a substitute nominee or
nominees.
<TABLE>
<CAPTION>
A TRUSTEE
OF THE
NAME, AGE AND POSITION GROUP
WITH THE GROUP PRINCIPAL OCCUPATION SINCE
- ----------------------------------- --------------------------------------------- ---------
<S> <C> <C>
Nancy E. Converse*................. From July 1990 to present, employee of BISYS N/A
Age 46 Fund Services Limited Partnership (formerly
Secretary The Winsbury Company) or BISYS Fund Services
Ohio, Inc. (formerly The Winsbury Service
Corporation).
Walter B. Grimm*................... From June 1992 to present, employee of BISYS 1994
Age 50 Fund Services Limited Partnership (formerly
Chairman of the Board The Winsbury Company); from 1987 to June
and President 1992, President of Leigh Investments
(investment firm).
Maurice G. Stark................... Retired. Until December 31, 1994, Vice 1992
Age 60 President -- Finance and Treasurer, Battelle
Trustee Memorial Institute (scientific research and
development service corporation).
Michael M. Van Buskirk............. From June 1991 to present, Executive Vice 1992
Age 48 President of The Ohio Bankers' Association
Trustee (trade association); from September 1987 to
June 1991, Vice President -- Communications,
TRW Information Systems Group (electronic and
space engineering).
Chalmers P. Wylie.................. From April 1993 to present, Of Counsel, 1993
Age 75 Kegler Brown Hill & Ritter; from January 1993
Trustee to present, Adjunct Professor, Ohio State
University; from January 1967 to January
1993, Member of the United States House of
Representatives for the 15th District of
Ohio.
</TABLE>
- ---------------
* Ms. Converse and Mr. Grimm, by virtue of their employment with BISYS Fund
Services Limited Partnership, the Group's principal underwriter, are each
considered an "interested person" of the Group, as that term is defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940
Act").
2
<PAGE> 5
Messrs. Grimm, Stark, Van Buskirk and Wylie are also Trustees of The
Sessions Group, which is a registered investment company. Mr. Grimm is also a
Trustee of The American Performance Funds and The Marketwatch Funds.
Trustees receiving a plurality vote shall be elected.
During the fiscal year ended March 31, 1995, the Group's Trustees held four
meetings. All incumbent Trustees of the Group attended at least 75% of the
meetings. The Trustees have established no committees. As of the Record Date,
neither the foregoing Trustee nominees individually nor Trustees and officers of
the Group as a whole owned beneficially more than 1% of the outstanding Shares
of the Group or of any series of the Group.
The following table sets forth information regarding all compensation paid
by the Group to its Trustees for their services as trustees during the fiscal
year ended March 31, 1995. The Group has no pension or retirement plans.
COMPENSATION TABLE
<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION
NAME AND POSITION COMPENSATION FROM THE GROUP AND
WITH THE GROUP FROM THE GROUP THE FUND COMPLEX*
------------------------------------------------------ -------------- ------------------
<S> <C> <C>
Roy E. Rogers(1)...................................... $ 0 $ 0
Trustee
Walter B. Grimm....................................... $ 0 $ 0
Trustee
Maurice G. Stark...................................... $3,750 $3,750
Trustee
Michael M. Van Buskirk................................ $3,750 $3,750
Trustee
Chalmers P. Wylie..................................... $3,750 $3,750
Trustee
</TABLE>
- ---------------
* For purposes of this Table, Fund Complex means one or more mutual funds,
including the Funds, which have a common investment adviser or affiliated
investment advisers or which hold themselves out to the public as being
related.
(1) Mr. Rogers resigned his position as an officer and Trustee of the Group
effective February 26, 1996.
OTHER EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
other executive officers of the Group:
<TABLE>
<CAPTION>
AN OFFICER
OF THE
NAME, AGE AND POSITION GROUP
WITH THE GROUP PRINCIPAL OCCUPATION SINCE
- --------------------------------- ------------------------------------------------ ----------
<S> <C> <C>
J. David Huber................... From June 1987 to present, employee of BISYS 1992
Age 49 Fund Services Limited Partnership (formerly The
Vice President Winsbury Company).
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
AN OFFICER
OF THE
NAME, AGE AND POSITION GROUP
WITH THE GROUP PRINCIPAL OCCUPATION SINCE
- --------------------------------- ------------------------------------------------ ----------
<S> <C> <C>
William J. Tomko................. From April 1987 to present, employee of BISYS 1992
Age 36 Fund Services Limited Partnership (formerly the
Vice President Winsbury Company).
Stephen G. Mintos................ From January 1987 to present, employee of BISYS 1992
Age 41 Fund Services Limited partnership (formerly The
Treasurer Winsbury Company).
R. Jeffrey Young................. From October 1993 to present, employee of BISYS 1993
Age 33 Fund Services Limited Partnership (formerly The
Assistant Secretary Winsbury Company) or BISYS Fund Services Ohio,
Inc. (formerly The Winsbury Service
Corporation); from April 1989 to October 1993,
employee of The Heebink Group.
Richard B. Ille.................. From July 1990 to present, employee of BISYS 1995
Age 30 Fund Services Limited Partnership (formerly The
Assistant Secretary Winsbury Company) or BISYS Fund Services Ohio,
Inc. (formerly The Winsbury Service
Corporation).
Alaina V. Metz................... From 1995 to present, employee of BISYS Fund 1995
Age 28 Services Limited (formerly The Winsbury
Assistant Secretary Company); from May 1989 to June 1995, employee
of Alliance Capital Management.
</TABLE>
The President, the Treasurer and the Secretary hold their respective
offices until a successor is duly elected and qualified; all other officers hold
office at the pleasure of the Trustees. None of the officers of the Group
receives compensation from the Group.
FURTHER INFORMATION REGARDING THE GROUP
The Trustees have fixed the close of business on the Record Date as the
date for the determination of shareholders entitled to notice of and to vote at
the Meeting. On the record date the following shares of beneficial interest
(collectively the "Shares" and individually a "Share") of the Group were
outstanding and entitled to vote at the Meeting:
<TABLE>
<CAPTION>
SHARES
FUND OUTSTANDING
------------------------------------------------------------------------ -----------
<S> <C>
AMCORE Vintage U.S. Government Obligations Fund......................... 153,166,023
AMCORE Vintage Fixed Income Fund........................................ 8,542,253
AMCORE Vintage Intermediate Tax-Free Fund............................... 3,969,801
AMCORE Vintage Equity Fund.............................................. 14,466,684
AMCORE Vintage Balanced Fund............................................ 1,201,681
AMCORE Vintage Aggressive Growth Fund................................... 2,117,929
AMCORE Vintage Fixed Total Return Fund.................................. 4,087,256
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
SHARES
FUND OUTSTANDING
------------------------------------------------------------------------ -----------
<S> <C>
The Shelby Fund......................................................... 8,057,345
Brenton U.S. Government Money Market Fund............................... 36,912,177
Brenton Intermediate U.S. Government Securities Fund.................... 3,368,034
Brenton Intermediate Tax-Free Fund...................................... 733,489
Brenton Value Equity Fund............................................... 2,452,620
Ernst Asia Fund......................................................... 531,534
Ernst Global Resources Fund............................................. 514,143
Ernst Global Asset Allocation Fund...................................... 0
Ernst Global Smaller Companies Fund..................................... 0
Ernst Australia-New Zealand Fixed Income Fund........................... 0
</TABLE>
Each whole Share of a fund is entitled to one vote, and each fractional
Share is entitled to a proportionate fractional vote, as to any matter on which
such Share is entitled to be voted.
INVESTMENT ADVISERS
AMCORE Capital Management, Inc., 501 Seventh Street, Rockford, Illinois
61104 serves as investment adviser to AMCORE Vintage U.S. Government Obligations
Fund, AMCORE Vintage Fixed Income Fund, AMCORE Vintage Intermediate Tax-Free
Fund, AMCORE Vintage Equity Fund, AMCORE Vintage Balanced Fund, AMCORE Vintage
Aggressive Growth Fund, and AMCORE Vintage Fixed Total Return Fund.
Shelby County Trust Bank, 422 Main St., Shelbyville, Kentucky 40066 serves
as investment adviser to The Shelby Fund. SMC Capital, Inc., 4350 Brownsboro
Road, Suite 310, Louisville, Kentucky 40207 serves as sub-investment adviser to
The Shelby Fund.
Brenton Bank, 2840 Ingersoll, Des Moines, Iowa 50309 serves as investment
adviser to Brenton U.S. Government Money Market Fund, Brenton Intermediate U.S.
Government Securities Fund, Brenton Intermediate Tax-Free Fund and Brenton Value
Equity Fund. The Northern Trust Company, 50 La Salle Street, Chicago, Illinois
60675 serves as sub-investment adviser to Brenton U.S. Government Money Market
Fund.
Ernst & Company, One Battery Park Plaza, New York, New York 10004 serves as
investment adviser to Ernst Asia Fund, Ernst Global Resources Fund, Ernst Global
Smaller Companies Fund, Ernst Global Asset Allocation Fund and Ernst
Australia-New Zealand Fixed Income Fund (the "Ernst Funds"). National Mutual
Funds Management (Global) Ltd., 525 Collins Street, Melbourne, Australia 3000
serves as sub-investment adviser to all of the Ernst Funds except Ernst Asia
Fund. Koeneman Capital Management Pte Ltd., 6 Raffles Quay #13-01/07, John
Hancock Tower, Singapore 0104 serves as sub-investment adviser to Ernst Asia
Fund.
DISTRIBUTOR AND ADMINISTRATOR
BISYS Fund Services Limited Partnership ("BISYS") serves as the principal
underwriter of Shares of each series of the Group pursuant to a Distribution
Agreement with the Group. In its capacity as principal underwriter, BISYS is
available to receive purchase orders and redemption requests relating to Shares
of the
5
<PAGE> 8
Group. BISYS also serves as administrator of each of the Group's series pursuant
to a Management and Administration Agreement with the Group. BISYS' address is
3435 Stelzer Road, Columbus, Ohio 43219.
The sole general partner of BISYS is BISYS Fund Services, Inc. and its sole
limited partner is WC Subsidiary Corporation, each of whose address is 150 Clove
Road, Little Falls, New Jersey 07424. BISYS Fund Services, Inc. and WC
Subsidiary Corporation are both wholly owned by The BISYS Group, Inc., 150 Clove
Road, Little Falls, New Jersey 07424, a publicly held corporation.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information as of March 18, 1996,
for each of the Funds with respect to each person or group known by the Group to
be the beneficial or record owner of more than 5% of any Fund's outstanding
voting securities:
<TABLE>
<CAPTION>
AMOUNT OF
RECORD OR PERCENT OF
NAME AND ADDRESS BENEFICIAL FUND
FUND OF OWNER OWNERSHIP OWNED
- --------------------------------- --------------------------------- ----------- ----------
<S> <C> <C> <C>
AMCORE Vintage U.S. SWEBAK & Company 129,167,817 84.34
Government Obligations Fund c/o AMCORE Trust Company
P.O. Box 4599
Rockford, IL 61110
AMCORE Vintage Fixed SWEBAK & Company 7,454,661 87.40
Income Fund c/o AMCORE Trust Company
P.O. Box 4599
Rockford, IL 61110
FIRWOOD 774,599 9.08
c/o AMCORE Trust Company
P.O. Box 4599
Rockford, IL 61110
AMCORE Vintage Intermediate SWEBAK & Company 3,316,861 83.56
Tax-Free Fund c/o AMCORE Trust Company
P.O. Box 4599
Rockford, IL 61110
FIRWOOD 266,342 6.71
c/o AMCORE Trust Company
P.O. Box 4599
Rockford, IL 61110
AMCORE Tax Free Income 215,466 5.43
Common Trust Fund
501 Seventh Street
Rockford, IL 61104
AMCORE Intermediate Tax 287,179 7.23
Free Common Trust Fund
501 Seventh Street
Rockford, IL 61104
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
AMOUNT OF
RECORD OR PERCENT OF
NAME AND ADDRESS BENEFICIAL FUND
FUND OF OWNER OWNERSHIP OWNED
- --------------------------------- --------------------------------- ----------- ----------
<S> <C> <C> <C>
AMCORE Vintage Equity Fund FIRWOOD 8,723,420 60.36
c/o AMCORE Trust Company
P.O. Box 4599
Rockford, IL 61110
SWEBAK & Company 4,669,343 32.31
c/o AMCORE Trust Company
P.O. Box 4599
Rockford, IL 61110
AMCORE Vintage Balanced FIRWOOD 1,058,633 88.53
Fund c/o AMCORE Trust Company
P.O. Box 4599
Rockford, IL 61110
Sterling/Rock Falls Clinic Ltd. 137,787 11.47
Profit Sharing Plan -- Balanced
101 Miller Road
Sterling, IL 61081
Precision Products Retirement 69,982 5.82
Plan -- Balanced
4903 East State Street
Rockford, IL 61108
Gunite Retirement 165,922 13.81
Plan -- Balanced
302 Peoples Avenue
Rockford, IL 61104
Plumbers & Pipefitters Local #554 573,363 47.71
Retirement Plan -- Balanced
632 Schneider Drive
South Elgin, IL 60177
AMCORE Vintage Aggressive Growth SWEBAK & Company 1,531,555 72.54
Fund c/o AMCORE Trust Company
P.O. Box 4599
Rockford, IL 61110
FIRWOOD 491,598 23.28
c/o AMCORE Trust Company
P.O. Box 4599
Rockford, IL 61110
AMCORE Classic II Common 767,611 36.24
Trust Fund
501 Seventh Street
Rockford, IL 61110
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
AMOUNT OF
RECORD OR PERCENT OF
NAME AND ADDRESS BENEFICIAL FUND
FUND OF OWNER OWNERSHIP OWNED
- --------------------------------- --------------------------------- ----------- ----------
<S> <C> <C> <C>
AMCORE Vintage Fixed Total FIRWOOD 3,813,864 93.32
Return Fund c/o AMCORE Trust Company
P.O. Box 4599
Rockford, IL 61110
SWEBAK & Company 222,873 5.45
c/o AMCORE Trust Company
P.O. Box 4599
Rockford, IL 61110
AMCORE Bond Fund 817,785 20.01
501 Seventh Street
Rockford, IL 61110
Brenton U.S. Government Ingersoll & Co. 34,676,402 94.06
Money Market Fund c/o Brenton Bank Trust
Department
P.O. Box 10478
Des Moines, IA 50306
Lewis & Webster 2,849,182 7.72
For Chicago NW Railway
P.O. Box 10478
Des Moines, IA 50306
Brenton Intermediate U.S. Ingersoll & Co. 2,721,687 80.81
Government Securities Fund Cash Account
c/o Brenton Bank Trust
Department
P.O. Box 10478
Des Moines, IA 50306
Ingersoll & Co. 624,731 18.55
Reinvest Account
c/o Brenton Bank Trust
Department
P.O. Box 10478
Des Moines, IA 50306
Brenton Intermediate Tax-Free Ingersoll & Co. 716,913 97.74
Fund Cash Account
c/o Brenton Bank Trust
Department
P.O. Box 10478
Des Moines, IA 50306
</TABLE>
8
<PAGE> 11
<TABLE>
<CAPTION>
AMOUNT OF
RECORD OR PERCENT OF
NAME AND ADDRESS BENEFICIAL FUND
FUND OF OWNER OWNERSHIP OWNED
- --------------------------------- --------------------------------- ----------- ----------
<S> <C> <C> <C>
Brenton Value Equity Fund Ingersoll & Co. 778,973 31.76
Cash Account
c/o Brenton Bank Trust
Department
P.O. Box 10478
Des Moines, IA 50306
Ingersoll & Co. 1,599,200 65.20
Reinvest Account
c/o Brenton Bank Trust
Department
P.O. Box 10478
Des Moines, IA 50306
Moline Consumers Co. 136,534 5.57
Retirement Plan
P.O. Box 10478
Des Moines, IA 50306
Brenton Bank Profit Sharing 383,962 15.66
401K Plan
P.O. Box 10478
Des Moines, IA 50306
Sac & Fox Minor's Trust 202,061 8.24
P.O. Box 10478
Des Moines, IA 50306
The Shelby Fund Shelby County Trust Bank 7,960,489 98.80
c/o Trust Department
4350 Brownsboro Rd. Suite 310
Louisville, KY 40207
Ernst Asia Fund Ernst & Co. 500,000 94.07
c/o Mutual Funds Dept.
One Battery Park Plaza
New York, NY 10004
Ernst Global Resources Fund Ernst & Co. 500,692 97.38
c/o Mutual Funds Dept.
One Battery Park Plaza
New York, NY 10004
</TABLE>
9
<PAGE> 12
<TABLE>
<CAPTION>
AMOUNT OF
RECORD OR PERCENT OF
NAME AND ADDRESS BENEFICIAL FUND
FUND OF OWNER OWNERSHIP OWNED
- --------------------------------- --------------------------------- ----------- ----------
<S> <C> <C> <C>
Ernst Global Asset Allocation N/A
Fund
Ernst Global Smaller Companies N/A
Fund
Ernst Australia-New Zealand N/A
Fixed Income Fund
</TABLE>
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at any future Meeting of
Shareholders must be received by the Group at its principal office a reasonable
time before the Group's solicitation of proxies for such meeting in order for
such proposal to be considered for inclusion in the Group's Proxy Statement and
form or forms of Proxy relating to such meeting.
ADDITIONAL INFORMATION
With respect to the actions to be taken by the shareholders of the Group on
the matters described in this Proxy Statement, (i) a majority of the outstanding
Shares present in person or by proxy at the Meeting shall constitute a quorum;
provided that no action required by law or the Group's Declaration of Trust to
be taken by the holders of a designated proportion of Shares may be authorized
or taken by a lesser proportion; and (ii) for purposes of determining the
presence of a quorum for transacting business at the Meeting, abstentions and
broker "non-votes" (that is, proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as shares
that are present but which have not been voted. The Group will bear all costs
associated with the solicitation of proxies from the Shareholders.
By Order of the Trustees
NANCY E. CONVERSE, Secretary
March 29, 1996
10
<PAGE> 13
- -------------------------------------------------------------------------------
PROXY SPECIAL MEETING OF SHAREHOLDERS - APRIL 22, 1996 PROXY
- ----- -----
The undersigned hereby appoints R. Jeffrey Young and Richard B. ? and each of
them, his attorneys and proxies with full power of substitution to vote and act
with respect to all shares of the Fund held by the undersigned at the Special
Meeting of Shareholders of the Trust to be held at 10:00 a.m., Eastern Time, on
Monday, April 22, 1996, at its offices of the Trust, 3435 Stelzer Road,
Columbus, Ohio 43219, and at any adjournment thereof (the "Meeting"), and
instructs them to vote as indicated on the matters referred to in the Proxy
Statement for the Meeting, receipt of which is hereby acknowledged, with
discretionary power to vote upon such other business as may properly come
before the Meeting.
Receipt of the Notice of Special Meeting and Proxy Statement is hereby
acknowledged.
This proxy must be signed by the beneficial
owner of Fund shares. If signing as
attorney, executor, guardian or in some
representative capacity or as an officer of a
corporation, please add title as such.
_______________________________________
(Signature of Shareholder)
_______________________________________
(Signature of Shareholder)
Dated ___________________________, 1996
Please vote, sign and date this proxy and
return it in the enclosed postage-paid
envelope.
- --------------------------------------------------------------------------------
This proxy will be voted as specified. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL OF THE NOMINEES
FOR ALL AGAINST ALL FOR ALL EXCEPT
THIS PROXY IS SOLICITED BY THE BOARD / / / / / /
OF TRUSTEES OF THE TRUST. The Board
of Trustees recommends that you vote
FOR each of the Nominees:
Nancy Converse Walter B. Grimm Maurice G. Stark Michael M. VanBuskirk
Chalmers P. Wylie
________________________________________________________________
________________________________________________________________
(Only use to withhold authority to vote on individual Nominees)
