<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / 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 Section 240.14a-11(c) or Section
240.14a-12
FIRST FUNDS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
JAMES V. HYATT
- --------------------------------------------------------------------------------
(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)(1)
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>
FIRST FUNDS
TENNESSEE TAX-FREE PORTFOLIO
370 17TH STREET, SUITE 3100
DENVER, COLORADO 80202
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 27, 1998
A special meeting of the shareholders of the Tennessee Tax-Free Portfolio (the
Portfolio) of First Funds, a Massachusetts business trust, will be held at 10:00
a.m., Denver time, at the offices of ALPS Mutual Funds Services, Inc., 370 17th
Street, Suite 3100, Denver, Colorado 80202, on February 27, 1998, to vote on the
following proposal:
Proposal: To approve a Sub-Advisory Agreement for the Portfolio between
First Tennessee Bank National Association, the Portfolio's
investment adviser, and its affiliate, Martin & Company, Inc.,
acting as sub-adviser.
Only shareholders of record of the Portfolio at the close of business on January
30, 1998 (the Record Date) are entitled to receive notice of and to vote at the
meeting and at any adjournments thereof on matters relating to the Portfolio.
All classes of shares of the Portfolio will vote together on the Proposal.
If the Proposal is approved, it is anticipated that the new Sub-Advisory
Agreement will become effective as soon as practicable after the meeting.
THE TRUSTEES OF THE TRUST RECOMMEND THAT YOU VOTE FOR THE PROPOSAL, AS MORE
FULLY DESCRIBED IN THE ATTACHED PROXY STATEMENT.
By Order of the Trustees,
James V. Hyatt
February 11, 1998 Secretary
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING STAMPED ENVELOPE. IN ORDER TO
AVOID UNNECESSARY DELAY, WE ASK YOUR COOPERATION IN MAILING THE PROXY PROMPTLY.
IF YOU DECIDE TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR
SHARES IN PERSON.
1
<PAGE>
FIRST FUNDS
TENNESSEE TAX-FREE PORTFOLIO
370 17TH STREET, SUITE 3100
DENVER, COLORADO 80202
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 27, 1998
This Proxy Statement is furnished in connection with the solicitation of the
enclosed proxy by the Trustees on behalf of Tennessee Tax-Free Portfolio (the
Portfolio), a portfolio of First Funds, a Massachusetts business trust (the
Trust), to be used at the Special Meeting of Shareholders of the Portfolio to be
held on February 27, 1998, at 10:00 a.m., Denver time, at the offices of ALPS
Mutual Funds Services, Inc., 370 17th Street, Suite 3100, Denver, Colorado
80202, and any adjournments thereof, for the purposes set forth in the
accompanying Notice of Special Meeting of Shareholders, as further described
below.
Shareholders of record at the close of business on January 30, 1998 (the
Record Date) are entitled to attend and to vote at the meeting and at any and
all adjournments of the meeting. On the Record Date, there were outstanding
2,984,515 shares of the Portfolio. The Proposal set forth in the Notice of
Special Meeting of Shareholders and each other item of business which may
properly come before the meeting will be voted on separately by the
shareholders of the Portfolio. The holders of shares shall be entitled to
one vote for each full share and a fractional vote for each fractional share.
All classes of shares of the Portfolio will vote together on the Proposal.
If the accompanying form of proxy is properly executed, returned in time to
be voted at the meeting and not revoked, the shares covered by the proxy will
be voted in accordance with the instructions marked thereon by the
shareholder(s). In the event that the shareholder signs and returns the
proxy, but does not indicate a choice as to the Proposal on the proxy, the
persons named in the accompanying proxy will vote those shares in favor of
the Proposal set forth in the Notice of Special Meeting of Shareholders and
in their discretion with regard to any other proposal presented at the
meeting. An executed and returned proxy may nevertheless be revoked by a
shareholder at any time before it is voted by sending written notice of the
revocation to the Portfolio or by appearing personally and voting at the
meeting.
This Proxy Statement and the accompanying Notice of Special Meeting of
Shareholders and proxy are first being mailed to shareholders on or about
February 9, 1998. The most recent annual report of the Portfolio has been
mailed to shareholders. If you have not received the report or would like to
receive an additional copy, without charge, please write to First Funds, c/o
ALPS Mutual Funds Services, Inc., 370 17th Street, Suite 3100, Denver,
Colorado 80202, or call 1-800-442-1941 (Option 1) and it will be sent by
first-class mail.
THE PROPOSAL TO BE VOTED UPON
At the meeting, shareholders will be asked to vote their shares to approve a
Sub-Advisory Agreement for the Portfolio between First Tennessee Bank
National Association, the Portfolio's investment adviser, and its affiliate,
Martin & Company, Inc., acting as sub-adviser, and to transact such other
business as may properly come before the meeting or any adjournment thereof.
THE TRUSTEES OF THE TRUST RECOMMEND THAT YOU VOTE FOR THE PROPOSAL, AS MORE
FULLY DESCRIBED BELOW.
If the Proposal is approved, it is anticipated that the new Sub-Advisory
Agreement will be implemented as soon as practicable after the meeting.
PROPOSAL TO APPROVE THE SUB-ADVISORY AGREEMENT
Following for your consideration are some basic questions and answers about the
Proposal:
WHAT IS THE BACKGROUND OF THIS PROPOSAL?
Martin & Company, Inc. (Martin), recently became an investment advisory
subsidiary of First Tennessee National Corporation, the parent company of the
Portfolio's adviser, First Tennessee Bank National Association (First
Tennessee). Martin and its predecessors have been in the investment advisory
business for over 8 years and have considerable experience in securities
selection, including expertise in the selection of fixed-income securities.
In the coming weeks, certain First Tennessee personnel are expected to move
to Martin and become Martin personnel. This is anticipated to include the
individual who currently serves as investment manager for the Portfolio.
2
<PAGE>
In light of Martin's expertise and the anticipated personnel changes, First
Tennessee is proposing that Martin assume the day-to-day investment
management responsibilities for the Portfolio as sub-adviser. The current
Investment Advisory and Management Agreement between the Portfolio and First
Tennessee permits a sub-adviser to be engaged for the Portfolio, subject to
approval of the Trustees and Portfolio shareholders as may be required by
law.
WOULD THIS CHANGE ANY FEES PAID BY THE PORTFOLIO?
No. The proposed arrangement would not change any fees paid by the
Portfolio. Martin's fee as sub-adviser would be paid by -- and be the sole
responsibility of -- First Tennessee. Martin would be entitled to a
sub-advisory fee from First Tennessee of 0.30% of the Portfolio's average net
assets. However, if the Sub-Advisory Agreement is implemented, Martin has
voluntarily agreed to waive its entire fee as sub-adviser for the Portfolio.
This fee waiver may be discontinued at any time.
Under the existing Investment Advisory and Management Agreement, First
Tennessee will continue to be entitled to an investment advisory fee from the
Portfolio of 0.50% of the Portfolio's average net assets. First Tennessee
has continued its agreement to voluntarily waive its entire fee for the
Portfolio, although this fee waiver may be discontinued at any time. The
Investment Advisory and Management Agreement for the Portfolio is dated
October 25, 1995, and was approved by the Portfolio's initial shareholder
prior to the Portfolio's commencement of operations in December 1995.
During the fiscal year ended June 30, 1997, First Tennessee earned an
investment advisory fee of $65,349, but voluntarily waived its entire fee so
that the Portfolio paid no investment advisory fee at all. If the proposed
sub-advisory arrangement had been in effect during that year, First Tennessee
would have been entitled to the same fee from the Portfolio, and Martin in
turn would have been entitled to a sub-advisory fee of $39,209 from First
Tennessee. After fee waivers, however, neither the Portfolio nor First
Tennessee would have paid any investment advisory fees at all.
If the proposed sub-advisory arrangement is approved, First Tennessee will
also continue to serve as the Portfolio's co-administrator and will continue
to be entitled to a fee from the Portfolio at the rate of 0.05% of the
Portfolio's average net assets for co-administration services. During the
fiscal year ended June 30, 1997, the Portfolio paid First Tennessee, after
voluntary waiver, $2,308 in co-administration fees.
WOULD THIS CHANGE THE PORTFOLIO'S INVESTMENT OBJECTIVE OR POLICIES?
No. The Portfolio's investment objective and investment policies,
limitations, restrictions and guidelines are not proposed to change. See
also the information about the Portfolio's average maturity under "What Else
Should I Know About Martin, the Proposed Sub-Adviser?" below.
WHO WILL SERVE AS THE PORTFOLIO'S DAY-TO-DAY MANAGER IF THE SUB-ADVISORY
AGREEMENT IS IMPLEMENTED?
The Portfolio's current investment manager, Ralph W. Herbert, who is a Vice
President and Portfolio Manager with First Tennessee, will join Martin and
continue as the day-to-day investment manager of the Portfolio, if
shareholders approve the proposed Sub-Advisory Agreement. Mr. Herbert has
over 19 years of experience in the financial services industry and
specializes in fixed-income securities. He will continue to serve at First
Tennessee as the Portfolio's investment manager prior to the shareholders'
meeting. Mr. Herbert has already assumed duties at Martin on behalf of other
advised accounts. If the proposed Sub-Advisory Agreement is approved, Mr.
Herbert's duties at Martin will be expanded to include investment management
of the Portfolio and Mr. Herbert will no longer serve in any capacity with
First Tennessee. Along with Mr. Herbert, Ted L. Flickinger, Jr., Vice
President and Fixed Income Portfolio Manager with Martin, is expected to be
appointed as co-manager of the Portfolio if the Sub-Advisory Agreement with
Martin is approved. Mr. Flickinger is a Chartered Financial Analyst and has
over 14 years of experience in the investment management industry, at least 7
of which have been with Martin concentrating on fixed-income securities.
WHY ARE YOU ASKING FOR A SHAREHOLDER VOTE?
Although the Portfolio will not bear any part of the fee paid to Martin, the
Sub-Advisory Agreement is nonetheless an investment advisory agreement which
may not be implemented under applicable law without shareholder approval.
WHAT ELSE SHOULD I KNOW ABOUT MARTIN, THE PROPOSED SUB-ADVISER?
Martin and its predecessors have been in the investment advisory business for
over 8 years. Martin is registered as an investment adviser with the
Securities and Exchange Commission. In the past, Martin was a limited
partnership owned principally by A. David Martin, who has himself been an
investment manager for more than 15 years. In January 1998, Martin's
business was acquired by and became a wholly-owned subsidiary of First
Tennessee National Corporation, P.O. Box 84, Memphis, TN 38101, the parent of
First Tennessee. Today, Mr. Martin serves as the President and a director of
Martin. As President, Mr.
3
<PAGE>
Martin has full authority for all aspects of the day-to-day operations of
Martin. However, a majority of the individuals serving as directors of
Martin are representatives of First Tennessee National Corporation.
Martin provides investment supervisory services on a discretionary and
non-discretionary basis to pension and profit-sharing plans and trusts,
endowments, foundations, educational institutions, corporations, governmental
agencies and individuals, and had assets under management at December 31,
1997, of over $931 million. Martin has not previously advised or sub-advised
a registered investment company such as the Trust. However, Martin will
assume advisory or sub-advisory duties for another First Funds Portfolio and,
if shareholder approval of the Sub-Advisory Agreement is obtained at the
meeting, the Tennessee Tax-Free Portfolio as well.
Since inception, the dollar-weighted average maturity of the Portfolio has
been between 5 and 15 years and at December 31, 1997, was 9.9 years. As a
fixed-income securities adviser, Martin has historically favored securities
with a somewhat shorter maturity range, typically between 3 and 10 years.
Consequently, if the proposed sub-advisory arrangement with Martin is
implemented, the Portfolio's average maturity is anticipated to decrease over
time. For additional information about the Portfolio's average maturity, see
"Pending Conversion of Common Trust Funds" under the heading "Other
Information" below.
Martin is a Tennessee corporation and its principal business address is Two
Centre Square, Suite 200, 625 South Gay Street, Knoxville, TN 37902, which is
also Mr. Martin's business address. In addition to Mr. Martin, the directors
of Martin are: Larry B. Martin, Chairman and CEO, First Tennessee Bank
National Association - Knoxville, 800 South Gay Street, Knoxville, TN 37902;
Lou E. Weems, President, First Tennessee Bank National Association -
Knoxville, 800 South Gay Street, Knoxville, TN 37902; William E. Woodson,
Jr., Executive Vice President, Trust Division, First Tennessee Bank National
Association -Knoxville, 800 South Gay Street, Knoxville, TN 37902; George P.
Lewis, Executive Vice President, Group Manager, Money Management, First
Tennessee Bank National Association, 165 Madison Ave., Memphis, TN 38103; J.
Kenneth Glass, President, Tennessee Banking Group, First Tennessee Bank
National Association, 165 Madison Ave., Memphis, TN 38103.
WHAT ARE THE KEY PROVISIONS OF THE PROPOSED SUB-ADVISORY AGREEMENT?
SUB-ADVISORY SERVICES. Under the Sub-Advisory Agreement, Martin will assume
day-to-day management of the Portfolio, subject to the supervision of First
Tennessee as investment adviser. First Tennessee will remain as the
Portfolio's investment adviser, but instead of providing day-to-day
management of the Portfolio, will be responsible for monitoring and
evaluating Martin as the Portfolio's sub-adviser.
The Sub-Advisory Agreement provides that Martin will:
- provide investment research and credit analysis concerning the
Portfolio's investments;
- conduct a continual program of investment of the Portfolio's assets;
- place orders for all purchases and sales of the investments made for
the Portfolio; and
- maintain the books and records required in connection with its duties.
In addition, Martin will keep First Tennessee informed of developments
materially affecting the Trust or the Portfolio. Except for instructions or
advice given to Martin by First Tennessee, First Tennessee will not be
responsible or liable for the investment merits of any decision by Martin to
purchase, hold or sell a security for the Portfolio. Martin will furnish
First Tennessee and the Trustees with such reports as may reasonably be
requested. Martin will be permitted to render services to other parties so
long as its services under the Sub-Advisory Agreement are not impaired
thereby.
PORTFOLIO TRANSACTIONS. Although Martin's sub-advisory activities will be
subject to general oversight by the Trustees of the Trust and First
Tennessee, selection of specific securities for the Portfolio will be made by
Martin. Martin will be authorized to place orders pursuant to its investment
determination for the Portfolio either directly with an issuer or with any
broker-dealer. At all times, Martin will be required to attempt to obtain the
best price and the most favorable execution of its orders. Consistent with
that obligation, Martin may, subject to approval of the Trustees, pay higher
commissions to broker-dealers that provide research services, to the extent
permitted by law. The receipt of research from broker-dealers that execute
transactions on behalf of the Portfolio may be useful to Martin in rendering
investment management services to the Portfolio and/or Martin's other clients.
FEES. Under the Sub-Advisory Agreement, First Tennessee will pay Martin a
fee at the annual rate of 0.30% of the average net assets of the Portfolio.
The fee will be calculated as of the close of business on the last business
day of each month and will be payable as soon as practicable thereafter.
Martin may voluntarily waive all or a portion of its sub-advisory fee, which
will not impact the fee paid by the Portfolio to First Tennessee.
EXPENSES. Martin will bear all expenses in connection with the performance
of its services under the Sub-Advisory Agreement.
4
<PAGE>
LIABILITY. Martin will not be liable for losses stemming from its services,
except for losses resulting from a breach of fiduciary duty with respect to
the receipt of compensation or losses resulting from willful misfeasance, bad
faith or gross negligence on its part or reckless disregard by it of its
obligations or duties under the Sub-Advisory Agreement. Martin will
indemnify the Portfolio and First Tennessee from any loss resulting from
Martin's failure to adhere materially to the investment objectives, policies
and restrictions of the Portfolio as set forth in the Portfolio's Prospectus
and Statement of Additional Information.
TERM. The Sub-Advisory Agreement will remain in effect for two years from
the date of its execution, and will thereafter continue for successive
one-year periods if continuation is specifically approved at least annually
by the Trustees, or by the vote of a "majority of the outstanding voting
securities" of the Portfolio as defined under the Investment Company Act of
1940 (as amended, the 1940 Act) and, in either case, by a majority of the
Trustees of the Trust who are not interested persons of First Tennessee,
Martin or the Portfolio by votes cast in person at a meeting called for that
purpose.
TERMINATION. The Sub-Advisory Agreement may be terminated at any time,
without penalty, by vote of the Trustees or by the vote of "a majority of the
outstanding voting securities" of the Portfolio on 60 days' written notice.
The Sub-Advisory Agreement may also be terminated by First Tennessee or by
Martin on 60 days' written notice. The Sub-Advisory Agreement will terminate
automatically in the event of its "assignment" (as defined under the 1940
Act).
The Sub-Advisory Agreement is attached to this Proxy Statement as Appendix A.
The key provisions of the proposed Sub-Advisory Agreement described above are
materially the same as the corresponding provisions under the Investment
Advisory and Management Agreement between the Fund and First Tennessee,
except that First Tennessee is entitled to a fee of 0.50% of the Portfolio's
average net assets as its investment advisory fee, and First Tennessee is
permitted to appoint a sub-adviser under the Investment Advisory and
Management Agreement, whereas Martin is not similarly permitted under the
proposed Sub-Advisory Agreement.
WHAT DID THE TRUSTEES CONSIDER AND WHAT IS THEIR RECOMMENDATION?
At a meeting held on January 23, 1998, the Trustees of the Trust, including a
majority of the Trustees who are not "interested persons" (as defined in the
1940 Act) of the Portfolio, First Tennessee or Martin, approved the
Sub-Advisory Agreement between First Tennessee and Martin, to take effect as
soon as practicable following shareholder approval. The Trustees further
directed that the Sub-Advisory Agreement be submitted to a Portfolio
shareholder vote with the Trustees' unanimous recommendation for approval.
In considering whether to approve the Sub-Advisory Agreement and to recommend
its approval to shareholders, the Trustees inquired into a number of matters
and considered various factors. The materials considered by the Trustees
included information regarding Martin and its personnel, operations,
financial condition and investment philosophy, and the proposed sub-advisory
fee in light of comparative fee data for funds of similar size and investment
style, as well as anticipated voluntary fee waivers and/or reimbursements in
effect for the Portfolio. In addition to these and other matters, the
Trustees considered:
- Martin's reputation and track record as an investment manager with
considerable expertise in securities selection relevant to the
Portfolio's investment objective;
- the fact that Martin is now an affiliate of First Tennessee and part
of the First Tennessee National Corporation family of companies;
- the fact that the Portfolio's current investment manager is proposed
to become a Martin employee and continue his day-to-day management of
the Portfolio, along with another experienced fixed-income investment
manager from Martin;
- the fact that the proposed arrangement will not impact the investment
advisory or other fees paid by the Portfolio;and
- the fact that under the proposed arrangement, First Tennessee will
remain responsible to the Portfolio under the Investment Advisory and
Management Agreement even though day-to-day portfolio management will
be assumed by Martin.
The Trustees deemed the ongoing involvement by Mr. Herbert in the management
of the Portfolio and First Tennessee's continued supervision over management
of the Portfolio to be especially important factors. In addition, the fact
that Martin, a well- regarded investment management firm, had become a
wholly-owned subsidiary of First Tennessee National Corporation, was
considered relevant to assuring the quality and consistency of Portfolio
management.
After examining relevant materials furnished to them by First Tennessee and
legal counsel, meeting with executive officers of Martin, and discussing the
foregoing factors, the Trustees determined that the proposed Sub-Advisory
Agreement would be in the best interests of the Portfolio and its
shareholders. Accordingly, subject to Portfolio shareholder approval, the
terms of the Sub-Advisory Agreement and the execution of the agreement were
unanimously approved by the Trustees (including a majority of the Trustees
who are not interested persons of the Portfolio, First Tennessee or Martin)
at their special meeting on January
5
<PAGE>
23, 1998. If the shareholders do not approve the Sub-Advisory Agreement, the
proposed sub-advisory relationship will not be implemented, and the
Investment Advisory and Management Agreement for the Portfolio with First
Tennessee will continue in effect.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE TO APPROVE THE
SUB-ADVISORY AGREEMENT.
OTHER INFORMATION
VOTE NEEDED TO ADOPT PROPOSAL
Approval of the Proposal requires the affirmative vote of a "majority of the
outstanding voting securities" of the Portfolio, within the meaning of the
1940 Act. The term "majority of the outstanding voting securities" is
defined under the 1940 Act to mean (a) 67% or more of the outstanding shares
present at a meeting of shareholders of the Portfolio, where the holders of
more than 50% of the outstanding shares are present or represented by proxy,
or (b) more than 50% of the outstanding shares of the Portfolio, whichever is
less.
SOLICITATION OF PROXIES
The cost of preparing and mailing the Notice of Special Meeting of
Shareholders, the proxy, this Proxy Statement, and any additional proxy
material will be borne by First Tennessee and not by the Portfolio. The
Portfolio may engage the services of a proxy solicitation firm to solicit
proxies. The expenses associated with engaging a proxy solicitation firm
cannot be reasonably estimated at this time. If such expenses are incurred,
they will be paid by First Tennessee. The Portfolio will request
broker-dealer firms, custodians, nominees, and fiduciaries to forward proxy
materials to the beneficial owners of Portfolio shares as of the Record Date
and will reimburse them for their reasonable costs in doing so.
Proxy solicitations will be made primarily by mail, but proxy solicitations
may also be made by telephone, facsimile or personal solicitations conducted
by officers and employees of ALPS Mutual Funds Services, Inc. (ALPS), the
Portfolio's co-administrator and distributor, or their affiliates or other
representatives of the Portfolio (who will not be paid for their solicitation
activities). ALPS will assist in soliciting proxies, and may contact certain
shareholders of the Portfolio by telephone. Shareholders who are contacted by
ALPS may be asked to cast their vote by telephonic proxy. Such proxies will
be recorded in accordance with the procedures set forth below. ALPS believes
these procedures are reasonably designed to ensure that the identity of the
shareholder casting the vote is accurately determined and that the voting
instructions of the shareholder are accurately reflected.
In all cases where a telephonic proxy is solicited, the ALPS representative
will ask you for your full name, address, social security or employer
identification number, title (if you are authorized to act on behalf of an
entity, such as a corporation), and number of shares owned. If the
information solicited agrees with the information on file, the ALPS
representative will explain the process, read the Proposal listed in the
proxy card and ask for your instructions on the Proposal. The ALPS
representative will answer your questions about the process, but will not
recommend to you how you should vote, other than to read the recommendation
set forth in this Proxy Statement. Within 72 hours, ALPS will send you a
letter or mailgram to confirm your vote and ask you to call them immediately
if your instructions are not correctly reflected in the confirmation.
If you wish to participate in the meeting and any adjournments thereof, but
do not wish to give your proxy by telephone, you may still submit the proxy
card included with this Proxy Statement or attend the meeting in person. Any
proxy given by you, whether in writing or by telephone, is revocable in the
manner described above.
QUORUM AND VOTING
A majority of shares of the Portfolio entitled to vote in person or by proxy
will constitute a quorum for the transaction of business at the meeting. If
at the time any session of the meeting is called to order a quorum is not
present, in person or by proxy, the persons named as proxies may vote those
proxies which have been received to adjourn the meeting to a later date. In
the event that a quorum is present but sufficient votes in favor of any
proposal presented at the meeting have not been received, the persons named
as proxies may propose one or more adjournments of the meeting to permit
further solicitation of proxies with respect to the Proposal or any other
proposal presented at the meeting. All such adjournments will require the
affirmative vote of a majority of the shares present in person or by proxy at
the session of the meeting to be adjourned. A vote may be taken on one or
more proposals presented at the meeting prior to any such adjournment if
sufficient votes for its approval have been received.
In tallying shareholder votes, abstentions and broker non-votes (i.e.,
proxies sent in by brokers and other nominees which cannot be voted on a
Proposal because instructions have not been received from the beneficial
owners) will be counted for purposes of determining whether a quorum is
present for purposes of convening the meeting. As mentioned above, the
Proposal
6
<PAGE>
must be approved by (a) a percentage of voting securities present at the
meeting, or (b) a majority of the shares issued and outstanding. Abstentions
and broker non-votes will be considered to be both present and issued and
outstanding and, as a result, will have the effect of being counted as votes
against the Proposal. As to any other proposal presented at the meeting that
must be approved by a percentage of "shares voted" on the proposal,
abstentions and broker non-votes will not be counted as "shares voted" and
therefore will have no effect on the result of the vote.
While the meeting is called to act upon any other business that may properly
come before it, at the date of this Proxy Statement the only business which
the management of the Portfolio intends to present or knows that others will
present is the Proposal mentioned in the Notice of Special Meeting of
Shareholders. If any other matters lawfully come before the meeting, and in
all procedural matters at the meeting, proxies which do not contain specific
restrictions to the contrary will be voted on such matters in the discretion
of the persons named as proxies therein, or their substitutes, present and
acting at the meeting.
If the accompanying form of proxy is properly executed and returned in time
to be voted at the meeting, the shares covered thereby will be voted in
accordance with the instructions marked thereon by the shareholder. In the
event that the shareholder signs and returns the proxy, but does not indicate
a choice as to the Proposal on the proxy, the persons named in the
accompanying proxy will vote those shares in favor of the Proposal set forth
in the Notice of Special Meeting of Shareholders and in their discretion with
regard to any other proposal presented at the meeting.
PRINCIPAL HOLDERS OF VOTING SECURITIES
As of the Record Date, the Trustees and officers of the Trust owned as a
group less than 1% of the outstanding voting securities of the Portfolio.
The following shareholders were known to the Trust to own beneficially 5% or
more of the total outstanding shares of the Portfolio, as of the Record Date:
<TABLE>
SHAREHOLDER NO. OF SHARES HELD PERCENTAGE*
<S> <C> <C>
First Tennessee Bank National Association 1,625,334 54.5%
Trust Securities Processing
165 Madison Avenue
Memphis, TN 38101
</TABLE>
* Represents percentage of total shares outstanding in the Portfolio. Shares
held by First Tennessee are either Class I or Class II shares, although all
classes of shares of the Portfolio will vote together on the Proposal.
First Tennessee has advised the Trust that the shares of the Portfolio held
by First Tennessee are in trust or other accounts for the benefit of certain
First Tennessee customers, and that the shares over which it has voting
discretion will be voted in accordance with its fiduciary and other legal
obligations with respect to the particular accounts involved. In the
exercise of its discretion, First Tennessee may consult with or seek
recommendations from the account principal or other independent fiduciary.
OTHER TRUSTEE INFORMATION
L.R. Jalenak, Jr., a Trustee of the Trust who is an "interested person" of
First Tennessee and Martin (as defined under the Investment Company Act of
1940), and his immediate family own shares of First Tennessee National
Corporation, the publicly traded parent company of First Tennessee and
Martin. The Jalenak family shares aggregate less than 1% of the total
outstanding shares of First Tennessee National Corporation.
PENDING CONVERSION OF COMMON TRUST FUNDS
The Portfolio's Trustees have given preliminary approval of the in-kind
transfer of assets into the Portfolio from certain common trust funds advised
by First Tennessee. Approval by shareholders of the Portfolio is not
required to effect this transfer. However, it is contingent upon a number of
other elements and is not expected to occur, if at all, before the end of
February 1998. If all of the assets in the common trust funds are
transferred to the Portfolio as proposed, the Portfolio's assets will
increase from approximately $28,754,000 at December 31, 1997, to
approximately $178,111,000. Based on the securities in the Portfolio and the
common trust funds at December 31, 1997, the asset transfer is expected to
shorten the dollar-weighted average maturity of the Portfolio from
approximately 9.9 years to approximately 7.1 years. The asset transfer is
also expected to decrease the Portfolio's expense ratios due to economies of
scale that may be realized by the Portfolio with more assets.
PROPOSALS OF SHAREHOLDERS
The Portfolio need not hold annual shareholder meetings, except as required
by the 1940 Act, applicable state law or the Declaration of Trust.
Therefore, it is not presently anticipated that the Portfolio will hold
regular meetings of shareholders in
7
<PAGE>
subsequent years. Accordingly, no anticipated date of the next meeting can
be provided nor a deadline established for the submittal of future proposals
from shareholders.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING, PLEASE SIGN YOUR PROXY CARD PROMPTLY AND RETURN IT IN
THE ENCLOSED ENVELOPE TO AVOID UNNECESSARY EXPENSE AND DELAY. NO POSTAGE IS
NECESSARY.
BY ORDER OF THE TRUSTEES OF THE TRUST,
James V. Hyatt
Secretary
Denver, Colorado
February 11, 1998
8
<PAGE>
APPENDIX A
FORM OF SUB-ADVISORY AGREEMENT
BETWEEN FIRST TENNESSEE AND MARTIN & COMPANY, INC.
SUB-ADVISORY AGREEMENT
AGREEMENT made this _____ day of ____________ 1998, between First Tennessee
Bank National Association (herein called the "Investment Adviser") and Martin
& Company, Inc., a Tennessee corporation (herein called the "Sub-Adviser").
WHEREAS, the Investment Adviser is the investment adviser to First Funds, a
business trust organized under the laws of Massachusetts (herein called the
"Trust"), a registered open-end investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act") consisting of one
or more series of shares, each having its own investment policies; and
WHEREAS, the Sub-Adviser is an investment adviser under the Investment
Advisers Act of 1940; and
WHEREAS, the Investment Adviser wishes to retain the Sub-Adviser to provide
investment advisory services in connection with the Trust's Tennessee
Tax-Free Portfolio (herein called the "Portfolio") a series of the Trust; and
WHEREAS, the Sub-Adviser is willing to provide such services to the
Investment Adviser upon the conditions and for the compensation set forth
below;
NOW, THEREFORE, each party agrees as follows:
1. APPOINTMENT. (a) The Investment Adviser hereby appoints the Sub-Adviser
its sub-adviser with respect to the Portfolio, as permitted in the Investment
Advisory and Management Agreement between the Investment Adviser and the
Trust dated October 25, 1995 (such Agreement or the most recent successor
advisory agreement between such parties is herein called the "Advisory
Agreement"). The Sub-Adviser accepts such appointment and agrees to use its
best professional judgment to make timely investment decisions for the
Portfolio with respect to the investments of the Portfolio in accordance with
the provisions of this Agreement for the compensation herein provided.
(b) The Sub-Adviser shall for all purposes herein be deemed to be an
independent contractor and shall, except as expressly provided or authorized
(whether herein or otherwise), have no authority to act for or represent the
Trust or the Investment Adviser in any way or otherwise be deemed an agent of
the Trust or the Investment Adviser.
2. DELIVERY OF DOCUMENTS. (a) The Investment Adviser shall provide to the
Sub-Adviser copies of the Trust's most recent prospectus and statement of
additional information (as each may be amended or supplemented from time to
time) which relate to any class of shares representing interests in the
Portfolio (each such prospectus and statement of additional information as
presently in effect, and as they shall from time to time be amended and
supplemented, is herein respectively called a "Prospectus" and a "Statement
of Additional Information").
(b) The Sub-Adviser will make available and provide to the Investment
Adviser such financial accounting, and statistical information related to its
duties and responsibilities hereunder as is necessary for the preparation of
registration statements, reports, and other documents required by federal and
state securities laws and such other information as the Trust's Board of
Trustees (herein called the "Trustees") or the Investment Adviser may
reasonably request for use by the Trust and its distributor for the
underwriting and distribution of the Portfolio shares.
3. SUB-ADVISORY SERVICES TO THE PORTFOLIO. Subject to the supervision of
the Investment Adviser, the Sub-Adviser will supervise the day-to-day
operations of such portion of the Portfolio's assets as the Investment
Adviser shall assign to the Sub-Adviser and perform the following services
with respect to such portion of assets: (i) provide investment research and
credit analysis concerning the Portfolio's investments, (ii) conduct a
continual program of investment of-the Portfolio's assets, (iii) place orders
in accordance with paragraphs 4 to 7 hereof for all purchases and sales of
the investments made for the Portfolio, and (iv) maintain the books and
records required in connection with its duties hereunder. In addition, the
Sub-Adviser will keep the Investment Adviser informed of developments
materially affecting the Trust or the Portfolio. The Sub-Adviser will
communicate to the Investment Adviser on each day that a purchase or sale of
a security is effected for the Portfolio (i) the name of the issuer, (ii) the
amount of the purchase or sale, (iii) the name of the broker, dealer, bank or
other person (herein called "Brokers), if any, through which the purchase or
sale will be effected (iv) the CUSIP number of the security, if any, (v) the
Portfolio to which such purchase or sale pertains, and (vi) such other
information as the Investment Adviser may reasonably require for purposes of
fulfilling its obligations to the Trust under the Advisory Agreement. The
Sub-Adviser will render to the Trustees such periodic and special reports as
the Investment Adviser or the Trustees may reasonably request, including, if
applicable, regular reports of the total brokerage business placed by it and
the manner in which the allocation of such broker-
1
<PAGE>
age business has been accomplished. The Sub-Adviser will provide the services
rendered by it hereunder in accordance with the Portfolios investment
objectives, policies, and restrictions as stated in its current Prospectus
and Statement of Additional Information. Except for instructions or advice
given to the Sub-Adviser by the Investment Adviser, the Investment Adviser
shall not be responsible or liable for the investment merits of any decision
by the Sub-Adviser to purchase, hold or sell a security for the Portfolio.
4. BROKERAGE: The Sub-Adviser may place orders pursuant to its investment
determinations for the Portfolio either directly with the issuer or with any
Brokers. In placing orders, the Sub-Adviser will consider the experience and
skill of the firm's securities traders as well as the firm's financial
responsibility and administrative efficiency. The Sub-Adviser will attempt
to obtain the best price and the most favorable execution of its orders.
Consistent with these obligations, the Sub-Adviser may, subject to the
approval of the Trustees, select Brokers on the basis of the research,
statistical, and pricing services they provide to the Portfolio. A
commission paid to such Brokers may be higher than that which another
qualified broker would have charged for effecting the same transaction,
provided that the Sub-Adviser determines in good faith that such commission
is reasonable in terms either of the transaction or the overall
responsibility of the Sub-Adviser to the Portfolio and its other clients and
that the total commissions paid by the Portfolio will be reasonable in
relation to the benefits to the Portfolio over the long term. In no instance
will Portfolio securities be purchased from or sold to the Trust's principal
underwriter, the Investment Adviser, the Sub-Adviser, or any affiliate (as
defined in the 1940 Act) thereof, except to the extent permitted by SEC
exemptive order or by applicable law. The Investment Adviser agrees to
provide the Sub-Adviser a list of Brokers which are "affiliated persons" (as
defined in the 1940 Act) of the Trust and the Investment Adviser. The
Sub-Adviser agrees to furnish to the Investment Adviser and to the Trust a
list of Brokers and dealers which are such "affiliated persons" of the
Sub-Adviser. It is understood that neither the Investment Adviser nor the
Sub-Adviser has adopted a formula for selection of Brokers for the execution
of the Portfolios investment transactions.
5. TRANSACTION PROCEDURES. All investment transactions on behalf of the
Portfolio will be consummated by payment to or delivery by the duly appointed
custodian for the Portfolio (the "Custodian") , or such depositories or
agents duly appointed by the Trustees and as may be designated by the
Custodian in writing, as custodian for the Portfolio, of all cash and/or
securities due to or from the Portfolio, and the Sub-Adviser shall not have
possession or custody thereof or any responsibility or liability with respect
thereto. The Sub-Adviser in effecting transactions on behalf of the
Portfolio shall advise the Custodian of all investment orders for the
Portfolio placed by it with Brokers. The Investment Adviser shall issue, or
cause to be issued, to the Custodian such instructions as may be appropriate
in connection with the settlement of any transaction initiated by the
Sub-Adviser. The Portfolio is responsible for all custodial arrangements and
the payment of all custodial charges and fees, and, upon the giving of
proper instructions to the Custodian, the Sub-Adviser shall have no
responsibility or liability with respect to custodial arrangements or the
acts, omissions or other conduct of the Custodian, except that it shall be
the responsibility of the Sub-Adviser to take appropriate action if the
Custodian fails properly to confirm execution of the instructions to the
Sub-Adviser in a written form duly agreed upon by the Custodian and the
Sub-Adviser.
6. COMPLIANCE WITH LAWS; CONFIDENTIALITY. (a) The Sub-Adviser agrees that
it will comply with all applicable rules and regulations of all federal and
state regulatory agencies having jurisdiction over the Sub-Adviser in
performance of its duties hereunder (herein called the "Rules"). The
Sub-Adviser will treat confidentially and as proprietary information of the
Trust all records and information relative to the Trust and prior, present
or potential shareholders, and will not use such records and information for
any purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing by the
Investment Adviser and the Trust, which approval shall not be unreasonably
withheld and may not be withheld where the Sub-Adviser may be exposed to
civil or criminal contempt proceedings for failure to comply, when required
to divulge such information by duly constituted authorities, or when so
requested by the Trust.
(b) The Sub-Adviser is not authorized by the Trust or the Investment
Adviser to take any action, including the purchase or sale of securities for
the account of the Portfolio, (a) in contravention of (i) any investment
restrictions set forth-in the 1940 Act and the rules thereunder; (ii)
specific written instructions adopted by the Trustees or the Investment
Adviser and communicated to the Sub-Adviser; or (iii) the investment
objectives, policies, and restrictions of the Portfolio as set forth in the
Trust's registration statement as am6nded from time to time, or (b) which
would have the effect of causing the Trust to fail to qualify or to cease to
qualify as a regulated investment company under the Internal Revenue Code of
1986, as amended, or any succeeding statute.
(c) The Sub-Adviser agrees with respect to the services provided to the
Portfolio that it:
i) will conform with all applicable rules and regulations of the
Securities and Exchange Commission ("SEC");
ii) will not purchase shares of the Portfolio for its own investment
account; and
iii) will immediately notify the Trust and the Investment Adviser of
the occurrence of any event which would disqualify the Sub-Adviser
from serving as investment adviser of an investment company.
2
<PAGE>
7. CONTROL BY TRUST'S BOARD OF TRUSTEES. Any recommendations concerning
the Portfolio's investment program proposed by the Sub-Adviser to the
Portfolio and to the Investment Adviser pursuant to this Agreement, as well
as any other activities undertaken by the Sub-Adviser on behalf of the
Portfolio pursuant hereto, shall at all times be subject to any applicable
directives of the Board of Trustees of the Trust.
8. SERVICES NOT EXCLUSIVE. The Sub-Adviser's services hereunder are not
deemed to be exclusive, and the Sub-Adviser shall be free to render similar
services to others so long as its services under this Agreement are not
impaired thereby.
9. BOOKS AND RECORDS. In compliance with the requirements of Rule 3la-3 of
the Rules, the Sub-Adviser hereby agrees that all records which it maintains
for the Trust are the property of the Trust and further agrees to surrender
promptly to the Trust and the Investment Adviser any such records upon the
request of the Trust or the Investment Adviser. The Sub-Adviser further
agrees to preserve for the periods prescribed by Rule 3la-2, the records
required to be maintained by the Sub-Adviser hereunder pursuant to Rule 3la-1
of the Rules.
10. EXPENSES. During the term of this Agreement, the Sub-Adviser will bear
all expenses in connection with the performance of its services under this
Agreement. The Sub- Adviser shall not bear certain other expenses related to
the operation of the Trust including, but not limited to: taxes levied
against the Trust, the Portfolio or the Investment Adviser; interest;
brokerage fees and commissions in connection with the purchase and sale of
portfolio securities for the Portfolio; and any extraordinary expense items.
11. COMPENSATION. (a) For the services provided and the expenses assumed
pursuant to this Agreement, the Investment Adviser shall pay the
Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee payable as soon as practicable after the last
day of each month, calculated using an annual rate of 0.30% (the "Annual
Rate").
(b) The monthly sub-advisory fee to be paid by the Investment Adviser to
the Sub-Adviser shall be determined as of the close of business on the last
business day of each month by multiplying one-twelfth of the Annual Rate by
the Average Portfolio Net Assets (hereinafter defined) calculated monthly
as of such day.
(c) For the purposes of this paragraph, the "Average Portfolio Net Assets"
shall be calculated monthly as of the last business day of each month and
shall mean the sum of the net assets of the Portfolio calculated each
business day during the month divided by the number of business days in the
month (such net assets to be determined as of the close of business each
business day and computed in the manner set forth in the Declaration of
Trust of the Trust).
12. LIMITATION ON LIABILITY. (a) The Sub-Adviser will not be liable for any
error or judgment or mistake of law or for any loss suffered by the
Investment Adviser, the Portfolio or the Trust in connection with the matters
to which this Agreement relates, except that the Sub-Adviser shall be liable
to the Investment Adviser, the Portfolio or the Trust for a loss resulting
from a breach of fiduciary duty with respect to the receipt of compensation
for services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the Sub-Adviser's part in the performance of its duties or
reckless disregard by it of its obligations or duties under this Agreement.
(b) The Sub-Adviser shall indemnify and hold harmless the Trust, the
Portfolio, and the Investment Adviser from any loss, cost, expense or damage
resulting from the. failure of the descriptive information furnished by the
Sub-Adviser to be accurate in all material respects at the time provided or
the failure of the Sub-Advisor to comply in all material respects with the
investment objectives and policies and restrictions as set forth in the
Trust's registration statements as amended from time to time.
13. DURATION, RENEWAL, AMENDMENT ,AND TERMINATION. (a) This Agreement shall
become effective on the date first written above and shall remain in force
for a period of two (2) years from such date, and from year to year
thereafter but only so long as such continuance is specifically approved at
least annually by the Investment Adviser, and (i) by the vote of a majority
of the Trustees who are not interested persons of the Investment Adviser or
the Sub-Adviser, cast in person at a meeting called for the purpose of voting
on such approval and by a vote of the Trustees or (ii) by the vote of a
majority of the outstanding voting securities of the Portfolio. The
aforesaid provision that this Agreement may be continued "annually" shall be
construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder.
(b) This Agreement may be amended at any time, but only by written
agreement between the Investment Adviser and the Sub-Adviser, which amendment
is subject to the approval of the Trustees and the shareholders of the Trust
in the manner required by the 1940 Act, subject to any applicable exemptive
order of the SEC modifying the provisions of the 1940 Act with respect to
approval of amendments of this Agreement.
(c) This Agreement: (i) may at any time be terminated without the
payment of any penalty either by vote of the Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio, on sixty (60)
days' written notice to the
3
<PAGE>
Sub-Adviser, (ii) shall immediately terminate in the event of its assignment;
and (iii) may be terminated by the Sub-Adviser on sixty (90) days' written
notice to the Investment Adviser and by the Investment Adviser on sixty (60)
days' written notice to the Sub-Adviser.
(d) As used in this Section 12, the terms "assignment," "interested
person," and "vote of a majority of the outstanding voting securities" shall
have the meanings set forth in the 1940 Act and the rules and regulations
thereunder, subject to any applicable orders of exemption issued by the SEC.
(e) All notices, requests, demands or other communications hereunder
shall be in writing and shall be deemed given, if delivered personally, on
the day delivered or if mailed by certified or registered mail, postage
prepaid, return receipt requested, three (3) days after placement in the
United States mail, to the addresses below:
If to Investment Adviser:
C. Douglas Kelso, III
c/o First Tennessee Bank National Association
4990 Poplar Avenue, Third Floor
Memphis, TN 38117
If to Sub-Adviser:
A. David Martin, President
Martin & Company, Inc.
Two Centre Square, Suite 200
625 South Gay St.
Knoxville, TN 37902
If to Trust:
c/o James V. Hyatt, Esq.
ALPS Mutual Funds Services, Inc.
370 17th St., Suite 3100
Denver, CO 80302
14. LIMITATION ON LIABILITY. The Sub-Adviser is hereby expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust and agrees that obligations assumed by the Portfolio
pursuant to this Agreement shall be limited in all cases to the Portfolio and
its assets. Sub-Adviser agrees that it shall not seek satisfaction of any
such obligation from the shareholders or any individual shareholder of the
Portfolio, nor from the Trustees or any individual Trustee of the Portfolio.
15. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any provisions
hereof or otherwise affect their construction or effect. If any provision of
this Agreement shall be held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this agreement shall not be affected
thereby. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors. To the extent that
state law has not been preempted by the provisions of any law of the United
States heretofore or hereafter enacted, as the same may be amended from time
to time, this Agreement shall be administered, construed, and enforced
according to the laws of the State of-Tennessee without giving effect to the
choice of laws provisions thereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers designated below as of the day and
year first above-written.
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION
By:
--------------------------------
MARTIN & COMPANY, INC.
By:
--------------------------------
4
<PAGE>
PROXY PROXY
FIRST FUNDS TENNESSEE TAX-FREE PORTFOLIO
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 27, 1998
The undersigned shareholder of the TENNESSEE TAX-FREE PORTFOLIO (the
Portfolio), a series of the Massachusetts business trust known as FIRST FUNDS
(the Trust), hereby appoints James V. Hyatt and Jeremy O. May, or either of
them, with full power of substitution and revocation, the true and lawful
proxies to represent the undersigned and to vote on behalf of the undersigned
all shares of the Portfolio which the undersigned is entitled to vote at the
Special Meeting of Shareholders of the Portfolio to be held on February 27,
1998, at the offices of ALPS Mutual Funds Services, Inc., 370 17th St.,
Suite 3100, Denver, Colorado 80202, at 10:00 a.m., Denver time, and at any
adjournments thereof. The undersigned authorizes and instructs the proxies
to vote as indicated below.
This Proxy is solicited on behalf of the Trustees of the Trust. The proxies
named will vote the shares represented by this Proxy in accordance with the
choice made on this card. IF NO CHOICE IS INDICATED FOR ANY MATTER, THIS
PROXY WILL BE VOTED FOR THE MATTER PRESENTED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
1. Approval of a Sub-Advisory Agreement for the Portfolio between First
Tennessee Bank National Association, the Portfolio's investment adviser, and its
affiliate, Martin & Company, Inc., as sub-adviser.
For Against Abstain
/ / / / / /
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the special meeting.
Please sign exactly as your name(s) appear on your shareholder account
statement. When signing as attorney, executor, administrator, guardian,
trustee, custodian, etc., please give full title as such. If a corporation,
partnership, or limited liability company, please sign the full name by an
authorized officer, partner, member or manager. If shares are owned jointly,
all parties should sign.
Dated: , 1998 ------------------------------------------
--------------- Print Name(s) as it appears on shareholder
account statement
------------------------------------------
Signature
------------------------------------------
Title (If applicable)
------------------------------------------
Signature (If held jointly)
------------------------------------------
Title (if applicable)
