<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
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:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
PERFORMANCE FUNDS TRUST
(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] 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: ...........................................................
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<PAGE> 2
[PASTE-UP LETTERHEAD HERE]
August 10, 1998
Dear Valued Shareholder:
The enclosed proxy materials relate to a Special Meeting of
Shareholders of the Performance Funds Trust, to be held on September 14, 1998 at
10:00 a.m., Eastern time, at the Fund's offices at 3435 Stelzer Road, Columbus,
Ohio 43219 (the "Meeting").
At the Meeting, Shareholders of all of the Funds will be asked
to approve certain changes to their Fund's fundamental investment policies.
These changes will collectively give the Funds more flexibility in their
investments.
Shareholders will also be asked at the Meeting to elect three
trustees and to ratify the selection of an independent accountant. The
Shareholders are being asked to elect Charles M. Carr, Wally B. Grimm and John
William Head to the Board of Trustees and to ratify the appointment of Price
Waterhouse Coopers LLP as independent accountant of the Trust.
The Trustees recommend that Shareholders approve each of these
proposals.
Although the Trustees would like very much to have you attend
the Meeting, they realize that this is not always possible. Whether or not you
plan to be present at the Meeting, YOUR VOTE IS NEEDED. PLEASE COMPLETE, SIGN
AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE POSTAGE-PAID ENVELOPE
PROVIDED.
Your Trustees look forward to seeing you at the Meeting or
receiving your proxy so your shares may be voted at the Meeting.
Sincerely yours,
Wally B. Grimm
President
SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.
Thank you for your cooperation and prompt attention to this matter.
<PAGE> 3
PRELIMINARY COPIES FOR USE OF THE SECURITIES
AND EXCHANGE COMMISSION ONLY
PERFORMANCE FUNDS TRUST
3435 STELZER ROAD
COLUMBUS, OHIO 43219
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 14, 1998
To the Shareholders:
Notice is hereby given that a Special Meeting of Shareholders of the
Performance Funds Trust (the "Trust"), and each series of the Trust, The Money
Market Fund, The Short Term Government Income Fund, The Intermediate Term
Government Income Fund, The Small Cap Fund, The Mid Cap Growth Fund and The
Large Cap Equity Fund (each a "Fund" and collectively the "Funds") will be held
at the offices of the Trust at 3435 Stelzer Road, Columbus, Ohio 43219 at 10:00
a.m. Eastern Daylight Time, on September 14, 1998, for the following purposes:
1. To ratify the election of two members of the Board of Trustees of
the Trust and elect one new member of the Board of Trustees of the Trust to
serve until their successors are duly elected and qualified;
2. To ratify the selection of Price Waterhouse LLP as independent
accountants for the Trust for the fiscal year ending May 31, 1999;
3. To approve a change in the investment policies of all of the Funds,
except the Small Cap Fund which already permits it, to permit the Funds to
invest in shares of affiliated investment companies and to permit the Adviser to
discontinue its policy of waiving the fees it earns for the portion of the
Fund's assets invested in unaffiliated investment companies.
4. To approve a change in the investment policies of all of the Funds
to permit each Fund to make loans or lend its portfolio securities if, as a
result, the aggregate of such loans does not exceed 33 1/3% of the value of a
Fund's total assets.
5. To approve a change in the investment policies of all of the Funds
to permit each Fund to borrow from banks up to 33 1/3% of the current value of
its total assets for any purpose and to eliminate any limits on purchasing
securities when borrowing exists.
6. To approve a change in the investment policies of the Mid Cap Fund
to remove the restriction on the Fund participating on a joint, or a joint and
several basis, in any securities trading account.
7. To approve a change in the investment policies of the Mid Cap Fund
to remove the restriction on the Fund purchasing or acquiring commodities or
commodity contracts.
8. To approve a change in the investment policies of the Money Market
Fund to permit the Fund to invest up to 25 percent of its total assets in the
first tier securities of a single issuer for a period of up to three business
days after the acquisition thereof.
9. To approve a change in the investment policies of the Money Market
Fund to permit the Fund to invest more than 25% of its total assets in
instruments issued by banks, including foreign banks.
10. To transact such other business as may properly come before the
meeting, or any adjournment thereof.
The Board of Trustees of the Fund has fixed the close of business on
July 27,1998 as the record date for the determination of Shareholders entitled
to notice of and to vote at the meeting.
By Order of the Board of Trustees
Ellen Stoutamire
Secretary
August __, 1998
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING, SHAREHOLDERS ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN
THE PROXY CARD IN THE ENCLOSED ENVELOPE.
<PAGE> 4
PRELIMINARY COPIES FOR USE OF THE SECURITIES
AND EXCHANGE COMMISSION ONLY
PERFORMANCE FUNDS TRUST
3435 Stelzer Road
Columbus, Ohio 43219
SPECIAL MEETING OF SHAREHOLDERS
September 14, 1998
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of the Performance Funds Trust (the "Trust")
to be voted at a Special Meeting of the Shareholders of the Trust
("Shareholders") to be held on September 14, 1998, at 10:00 a.m. Eastern
Daylight Time at the offices of the Fund at 3435 Stelzer Road, Columbus, Ohio
43219, and at any adjournments thereof (collectively, the "Meeting"). A Notice
of Special Meeting of Shareholders and proxy card accompany this Proxy
Statement. This Proxy Statement is being mailed to the Shareholders of each
series of the Trust, The Money Market Fund, The Short Term Government Income
Fund, The Intermediate Term Government Income Fund, The Small Cap Fund, The Mid
Cap Growth Fund and The Large Cap Equity Fund (each a "Fund" and collectively
the "Funds"), on or about August __, 1998.
At the Meeting, Shareholders of all the Funds will be asked to consider
and vote upon the following two proposals.
1. To ratify the election of two members of the Board of Trustees of
the Trust and elect one new member of the Board of Trustees of the Trust to
serve until their successors are elected and qualified;
2. To ratify the selection of Price Waterhouse LLP as independent
accountants for the Trust for the fiscal year ending May 31, 1999;
Proposals 3 through 9 relate to amending and updating certain
fundamental investment policies of certain of the Funds. Pursuant to the
Investment Company Act of 1940, as amended, (the "1940 Act") approval of a
change to Funds' fundamental investment policies requires Shareholder approval.
The specifics of Proposals 3 through 9 are as follows:
3. To approve a change in the investment policies of all of the Funds,
except the Small Cap Fund which already permits it, to permit the Funds to
invest in shares of affiliated investment companies and to permit the Adviser to
discontinue its policy of waiving the fees it earns for the portion of the
Fund's assets invested in unaffiliated investment companies.
4. To approve a change in the investment policies of all of the Funds
to permit each Fund to make loans or lend its portfolio securities if, as a
result, the aggregate of such loans does not exceed 33 1/3% of the value of a
Fund's total assets.
5. To approve a change in the investment policies of all of the Funds
to permit each Fund to borrow from banks up to 33 1/3% of the current value of
its total assets for any purpose and to eliminate any limits on purchasing
securities when borrowing exists.
<PAGE> 5
6. To approve a change in the investment policies of the Mid Cap Fund
to remove the restriction on the Fund participating on a joint, or a joint and
several basis, in any securities trading account.
7. To approve a change in the investment policies of the Mid Cap Fund
to remove the restriction on the Fund purchasing or acquiring commodities or
commodity contracts.
8. To approve a change in the investment policies of the Money Market
Fund to permit the Fund to invest up to 25 percent of its total assets in the
first tier securities of a single issuer for a period of up to three business
days after the acquisition thereof.
9. To approve a change in the investment policies of the Money Market
Fund to permit the Fund to invest more than 25% of its total assets in
instruments issued by banks, including foreign banks.
10. To transact such other business as may properly come before the
meeting, or any adjournment thereof.
Proxy solicitations will be made, beginning on or about August 10,
1998, primarily by mail, but proxy solicitations also may be made by telephone,
facsimile or personal interviews conducted by officers and employees of the Fund
as well as by BISYS Fund Services ("BISYS"). BISYS acts as the administrator and
transfer agent of the Fund. BISYS is located at 3435 Stelzer Road, Columbus,
Ohio 43219. Performance Funds Distributor, Inc. is the distributor for the
Funds. The costs of proxy solicitation and expenses incurred in connection with
the preparation of this Proxy Statement and its enclosures will be paid by the
Fund.
The Funds may also arrange to have votes recorded by telephone. The
telephone voting procedure is designed to authenticate shareholders' identities,
to allow shareholders to authorize the voting of their shares in accordance with
their instructions and to confirm that their instructions have been properly
recorded. The Trust has been advised by counsel that these procedures are
consistent with the requirements of applicable law. If these procedures were
subject to a successful legal challenge, such votes would not be counted at the
meeting. The Trust is unaware of any such challenge at this time. Shareholders
would be called at the phone number the Trust has in its records for their
accounts, and would be asked for their Social Security number or other
identifying information. The shareholders would then be given an opportunity to
authorize proxies to vote their shares at the meeting in accordance with their
instructions. To ensure that the shareholders' instructions have been recorded
correctly, they will also receive a confirmation of their instructions in the
mail. A special toll-free number will be available in case the information
contained in the confirmation is incorrect. The Board of Trustees of the Trust
has adopted a general policy of maintaining confidentiality in the voting of
proxies. Consistent with this policy, your fund may solicit proxies from
shareholders who have not voted their shares or who have abstained from voting.
Persons holding shares as nominees will upon request be reimbursed for their
reasonable expenses in soliciting instructions from their principals. Proxies,
including proxies given by telephone, may be revoked at any time before they are
voted by a written revocation received by the Trust, by properly executing a
later-dated proxy or by attending the meeting and voting in person.
The Trust's Annual Report to Shareholders for the fiscal year ended May
31, 1998, containing audited financial statements, may be obtained, without
charge, by calling 1-800-PERFORM (737-3676) or mailing your request to:
Performance Funds Distributor, Inc., 3435 Stelzer Road, Columbus, Ohio 43219.
2
<PAGE> 6
VOTING
The following table summarizes each proposal to be presented at the
Meeting and the Funds solicited with respect to such proposal:
PROPOSAL AFFECTED FUNDS
-------- --------------
1. Elect three members of the Board of Trustees. All Funds
2. Ratify selection of independent accountants. All Funds
3. Change the Funds' investment policies regarding All Funds except the
their ability to invest in affiliated investment Small Cap Fund
companies and forego fee waivers for investments
in unaffiliated funds.
4. Change the Funds' investment policies regarding All Funds
their ability to lend their portfolio securities.
5. Change the Funds' investment policies regarding All Funds
borrowing up to 33 1/3% of their net assets and
purchasing new shares when borrowing exists.
6. Change the Fund's investment policies regarding Mid Cap Fund
its ability to participate on a joint basis in any
securities trading account.
7. Change the Fund's investment policies regarding its Mid Cap Fund
ability to acquire commodities or commodity
contracts.
8. Change the Money Market Fund's policies regarding Money Market Fund
concentration in a single issuer.
9. Change the Money Market Fund's policies regarding Money Market Fund
concentration in bank instruments.
The record date for determining Shareholders entitled to vote at the
meeting is July 27, 1998.
The following table sets forth the net assets and approximate number of shares
issued and outstanding for each Fund as of the close of business on July 27,
1998.
FUND NET ASSETS SHARES OUTSTANDING
- ---- ---------- ------------------
Money Market Fund
Short Term Government
Income Fund
Intermediate Term Government Income
Fund
Small Cap Fund
Mid Cap Growth Fund
Large Cap Equity Fund
3
<PAGE> 7
Each Fund has two classes of shares, a "Consumer Service Class" and an
"Institutional Class." Each class of shares has an unlimited number of shares of
beneficial interest in the Fund (the "Shares"), each Share having a par value of
$0.001. Each Share outstanding on the record date is entitled to one vote on all
matters submitted to Shareholders at the Meeting, with pro rata voting rights
for any fractional shares. The tellers appointed for the Meeting will count the
total number of votes cast FOR approval of the proposals for purposes of
determining whether sufficient affirmative votes have been cast.
[INSERT 5% OWNERS OF PERFORMANCE FUNDS TRUST]
Proposals 1 and 2 require the affirmative vote of a plurality of all
outstanding shares of the Trust represented in person or by proxy and entitled
to vote. With respect to Proposals 3 through 9, a "vote of the majority of the
outstanding voting securities" is required, which is defined in the "1940 Act,"
as the affirmative vote of the lesser of (i) 67% or more of the voting shares of
the Fund entitled to vote thereon present in person or represented by proxy, or
(ii) more than 50% of the outstanding voting securities of the Fund entitled to
vote thereon. Any Shareholder giving a proxy has the power to revoke it prior to
its exercise by submission of a later dated proxy, by voting in person or by
letter to the Secretary of the Fund.
All shares of a Fund affected by a proposal will vote together as a
single class on such proposal. An unfavorable vote on a proposal by the
shareholders of one Fund will not affect the implementation of such a proposal
by another Fund, if the proposal is approved by the shareholders of the other
Fund. There is no cumulative voting with respect to the election of Trustees.
Shares represented by proxies that reflect 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 the persons
entitled to vote and (ii) the broker or nominee does not have the discretionary
voting power on a particular matter) will be counted as shares that are present
and entitled to vote on the matter for purposes of determining the presence of a
quorum. Votes cast by proxy or in person at the Meeting will be counted by
persons appointed as tellers for the Meeting. The tellers will count the total
number of votes cast "for" approval of the proposal or proposals for purposes of
determining whether sufficient affirmative votes have been cast. Abstentions and
broker non-votes have the effect of a negative vote with respect to Proposals 3
through 9, but have no effect with respect to Proposals 1 and 2.
In the event that a quorum is not present at the Meeting or in the
event that a quorum is present but sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those Shares
represented at the Meeting in person or by proxy. The persons named as proxies
will vote those proxies which they are entitled to vote FOR any such proposal in
favor of such an adjournment and will vote those proxies required to be voted
AGAINST any such proposal against any such adjournment. A Shareholder vote may
be taken on one of the proposals in this Proxy Statement prior to any such
adjournment if sufficient votes have been received for approval. Under the
by-laws of the Fund, a quorum is constituted by the presence in person or by
proxy of the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Special Meeting.
4
<PAGE> 8
PROPOSALS 1 AND 2: ELECTION OF MEMBERS OF THE BOARD OF
TRUSTEES AND RATIFICATION OF THE FUND'S INDEPENDENT ACCOUNTANT
PROPOSAL 1. (ALL FUNDS)
TO RATIFY THE ELECTION OF TWO MEMBERS OF THE BOARD OF TRUSTEES OF THE TRUST AND
ELECT ONE MEMBER OF THE BOARD OF TRUSTEES OF THE TRUST TO SERVE UNTIL THEIR
SUCCESSORS ARE ELECTED AND QUALIFIED.
The first proposal to be considered at the Meeting is the ratification
and election of a total of three members of the Board of Trustees. Mr. Carr and
Mr. Head have served as Trustees of the Trust since _________. Mr. Grimm was
approved by the Board of Trustees on July 16, 1998 and will become a Trustee
upon the approval of Shareholders. The Trustees are to be elected to hold office
until their successors are duly elected and qualified, whichever occurs first.
The following table sets forth the names, addresses, ages, principal
occupations and other information regarding the Trustee nominees.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
--------------------
NAME, AGE AND ADDRESS POSITION WITH TRUST IN PAST 5 YEARS
- --------------------- ------------------- ---------------
<S> <C> <C>
Charles M. Carr, Age 65 Trustee since _____ Petroleum consultant since 1992.
1451 Highland Park Drive Previously Managing Director at Amoco
Jackson, MS 39211 (U.K.) Exploration Co., West Gate,
London, U.K.
Walter B. Grimm [Age] President since ______ Senior Vice President and Client
[Address] Services Executive BISYS Fund Services
Since June, 1992.
John William Head, Age 71 Trustee since ______ Retired since 1990. Previously
46 Avery Circle Executive Vice President - CEO of
Jackson, MS 39211 Southern Farm Bureau Casualty Insurance
Co.
</TABLE>
REQUIRED VOTE AND RECOMMENDATION
The ratification and election of the nominees to the Board of Trustees
of a Trust requires the affirmative vote of a plurality of all the Shares of
such Trust present at the meeting either in person or by proxy. The shareholders
of all the series of the Trust will vote together as a single class to elect the
trustees. It is the intention of the persons named in the enclosed proxy to vote
the Shares represented by them for the election of each nominee listed above
unless the proxy is marked otherwise.
THE BOARD OF TRUSTEES HAS APPROVED PROPOSAL 1 AND RECOMMENDS THAT
SHAREHOLDERS VOTE TO APPROVE PROPOSAL 1.
5
<PAGE> 9
PROPOSAL 2. (ALL FUNDS)
TO RATIFY THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT ACCOUNTANTS FOR
THE TRUST FOR THE FISCAL YEAR ENDING MAY 31, 1999.
Price Waterhouse LLP ("Price Waterhouse") has been selected by vote of
a majority of the Board of Trustees, including a majority of the independent
trustees, as the independent accountants to audit the accounts of the Trust and
each Fund for and during the fiscal year ending May 31, 1999. Price Waterhouse
currently serves as independent accountant to the Trust and has served in that
capacity since _________. The ratification of the selection of the accountants
is to be voted on at the Meeting.
REQUIRED VOTE AND RECOMMENDATION
The ratification of the independent accountant for the Funds requires
the affirmative vote of a plurality of all the Shares of such Trust present at
the meeting either in person or by proxy. The shareholders of all the series of
the Trust will vote together as a single class to ratify the selection of the
independent accountant. It is the intention of the persons named in the enclosed
proxy to vote the Shares represented by them for the ratification of Price
Waterhouse as independent accountants for the Trust.
THE BOARD OF TRUSTEES HAS APPROVED PROPOSAL 2 AND RECOMMENDS THAT
SHAREHOLDERS VOTE TO APPROVE PROPOSAL 2.
PROPOSALS 3 THROUGH 9: APPROVAL OF CHANGES
TO THE FUNDAMENTAL INVESTMENT POLICIES OF THE FUNDS
Proposals 3 through 9 relate to certain changes to the fundamental
investment policies of the Fund. The Board of Trustees approved these changes in
order to update the Fund's investment policies to reflect changes in the law and
other regulatory developments and provide the Fund with flexibility to adapt to
developments in the securities markets. The Board of Trustees has approved each
of these Proposals and these changes will become effective immediately upon
Shareholder approval. If a Proposal is not approved by a vote of the
Shareholders, the current objective or policy as applied to the Fund will remain
unchanged.
PROPOSAL 3. (ALL FUNDS EXCEPT THE SMALL CAP FUND)
TO APPROVE A CHANGE IN THE INVESTMENT POLICIES OF ALL OF THE FUNDS, EXCEPT THE
SMALL CAP FUND WHICH ALREADY PERMITS THE POLICY, TO PERMIT THE FUNDS TO INVEST
IN SHARES OF AFFILIATED INVESTMENT COMPANIES AND TO PERMIT THE ADVISER TO
DISCONTINUE ITS POLICY OF WAIVING THE FEES IT EARNS FOR THE PORTION OF THE
FUND'S ASSETS INVESTED IN UNAFFILIATED INVESTMENT COMPANIES.
At the Meeting, Shareholders of all of the Funds, except the Small Cap
Fund, will be asked to vote to permit the Funds to invest in shares of
affiliated investment companies and to permit the Adviser to discontinue its
policy of waiving the fees it earns for the portion of the Fund's assets
invested in unaffiliated investment companies.
The ability of mutual funds to invest in other investment companies is
regulated by the 1940 Act, and, until recently, by some state regulations. When
the Funds' current investment policy was originally adopted it embodied the 1940
Act restrictions and the state regulations. The state regulations are no longer
applicable and federal requirements have been liberalized by exemptive orders.
Fund management seeks Shareholder approval to change this fundamental policy to
reflect these changes.
6
<PAGE> 10
Currently each of the Funds are permitted to invest in shares of other
open-end investment companies, provided that any such purchases will be limited
to short-term investments in shares of unaffiliated investment companies. This
Proposal will permit the Funds to purchase the securities of affiliated
investment companies to the extent permitted under the 1940 Act or an exemption
granted by the Securities and Exchange Commission ("SEC"). Under the 1940 Act, a
fund may purchase the securities of other investment companies if immediately
thereafter not more than (i) 3% of the total outstanding voting stock of such
company is owned by the fund, (ii) 5% of the fund's total assets, taken at
market value, would be invested in anyone such company, or (iii) 10% of the
fund's total assets, taken at market value, would be invested in such
securities.
Fund management anticipates that permitting the Funds to invest in
affiliated investment companies will benefit the Funds by enhancing the
efficiency of the Funds and by providing increased short-term investment
opportunities. Specifically, Fund management believes that the Funds will
potentially be able to enhance their cash management by investing in an
affiliated money market fund.
Currently the Adviser is required to waive its fees for that portion of
the Funds' assets invested in other investment companies. This Proposal will
permit the Adviser to collect the fees it earns for that portion of the Funds'
assets invested in unaffiliated investment companies. The Adviser will continue
to waive its fees for that portion of the Funds' assets invested in affiliated
investment companies.
When the Funds invest a portion of their assets in other investment
companies, the Adviser is still required to provide certain advisory services to
the Funds including selecting the portfolio or other investment company in which
the Fund invests, monitoring such entity's performance, coordinating the Fund's
relationship with such entity, and communicating with the Fund's Board of
Trustees and shareholders regarding such entity's performance. Many of these
services overlap when the Funds invest in affiliated investment companies. This
Proposal will allow the Adviser to receive its fees when the Funds invest in
unaffiliated investment companies, however, the Adviser will continue to waive
one of the fees it earns when the Funds invest in affiliated investment
companies.
REQUIRED VOTE AND RECOMMENDATION
As provided in the 1940 Act, approval of a change to the Fund's
fundamental investment policies requires the affirmative vote of a majority of
the outstanding voting securities of the Fund. Abstentions have the effect of a
negative vote on this Proposal. If the Shareholders of the Fund fail to approve
this Proposal, the Fund's current investment policy will be retained.
THE BOARD OF TRUSTEES HAS APPROVED PROPOSAL 3 AND RECOMMENDS THAT
SHAREHOLDERS VOTE TO APPROVE PROPOSAL 3.
PROPOSAL 4. (ALL FUNDS)
TO APPROVE A CHANGE IN THE INVESTMENT POLICIES OF ALL OF THE FUNDS TO PERMIT
EACH FUND TO MAKE LOANS OR LEND ITS PORTFOLIO SECURITIES IF, AS A RESULT, THE
AGGREGATE OF SUCH LOANS DOES NOT EXCEED 33 1/3% OF THE VALUE OF A FUND'S TOTAL
ASSETS.
At the Meeting, Shareholders of all of the Funds, except the Money
Market Fund, will vote on changing the Funds' investment policy to permit each
Fund to make loans or lend its portfolio securities if, as a result, the
aggregate of such loans does not exceed 33 1/3% of the value of the Fund's total
assets. Currently each Fund in the Trust may lend up to 5% of the value of its
total assets, except for the Small Cap Fund and Mid Cap Fund which may each lend
its portfolio securities up to 33 1/3% of the value of its total assets.
7
<PAGE> 11
Securities lending serves as an attractive investment alternative for
the Fund. In a securities lending arrangement, the Fund would lend securities to
an institution which for certain reasons wants to borrow the securities. The
most common example is an institution which needs to have securities in readily
deliverable form to settle a sale where the borrower's own securities are for
some reason unavailable or to cover a short sale. As compensation for lending
securities, the Fund would retain a portion of interest received on the
investment of cash collateral received or receive a fee from the borrower.
If the proposed revised policy is adopted by the shareholders, the Fund
would be able to lend portfolio securities up to a maximum in value of 33 1/3%
of its total assets. While the lending of securities may subject a Fund to
certain risks, such as delays or the inability to regain the securities in the
event the borrower was to default on its lending agreement or enter into
bankruptcy, the Fund will lend only on a fully collateralized basis in order to
reduce such risk. Loans would be made only to borrowers which are deemed by the
Adviser to be of good financial standing. While any such loan is outstanding,
it will be continuously secured by collateral in the form of cash or securities
issued or guaranteed by the U.S. Government equal at all times to at least 102%
of the current market value of the loaned securities plus, if applicable,
accrued interest. Cash collateral received by the Fund will generally be
invested in quality short-term U.S. dollar denominated Money Market Funds. Such
loans may be terminated at any time by either the Fund or the borrower. The
transactions are structured so that the Fund will retain most rights of
ownership of the loaned securities including rights to dividends, interest or
other distributions on the loaned securities. Voting rights pass with the
lending, although the Fund may call loans to vote proxies if desired.
The primary purpose of this Proposal is to provide the Funds more
flexibility in their investment strategies and decisions as they strive to meet
their investment objectives. This Proposal will bring the Funds' policies in
line with the limits allowed by federal and state law, thereby providing the
Funds with maximum flexibility. This flexibility may provide more opportunities
to enhance the Funds' performance, with the corresponding risks which accompany
increased securities lending.
REQUIRED VOTE AND RECOMMENDATION
As provided in the 1940 Act, approval of a change to one of the Fund's
fundamental investment policies requires the affirmative vote of a majority of
the outstanding voting securities of the Fund. Abstentions have the effect of a
negative vote on this Proposal. If the Shareholders of the Fund fail to approve
this Proposal, the current investment policy will be retained.
THE BOARD OF TRUSTEES HAS APPROVED PROPOSAL 4 AND RECOMMENDS THAT
SHAREHOLDERS VOTE TO APPROVE PROPOSAL 4.
PROPOSAL 5. (ALL FUNDS) TO APPROVE A CHANGE IN THE INVESTMENT POLICIES OF ALL OF
THE FUNDS TO PERMIT EACH FUND TO BORROW FROM BANKS UP TO 33 1/3% OF THE CURRENT
VALUE OF ITS TOTAL ASSETS FOR ANY PURPOSE AND TO ELIMINATE ANY LIMITS ON
PURCHASING SECURITIES WHEN BORROWINGS EXIST.
At the Meeting, the Shareholders of all of the Funds will vote on
approving a change in the investment policy of the Funds to permit each of these
Funds to borrow from banks up to 33 1/3% of the current value of its total
assets.
Currently each Fund may borrow from banks only up to 10% of the current
value of its net assets (33 1/3% for Small Cap and Mid Cap Funds) for temporary
purposes only in order to meet redemptions.
8
<PAGE> 12
This Proposal will increase the limit which each Fund is permitted to borrow to
33 1/3% of total assets, and will allow the Fund to borrow for purposes other
than to meet redemptions.
The primary purpose of this Proposal is to update each Fund's
limitation on borrowing in light of current law and interpretations thereof by
regulatory authorities and to provide the Funds with more flexibility. As
amended, the limitation will afford each Fund increased flexibility in making
investment decisions, and may enable the Funds to take advantage of changing
market conditions. Under positions established by the SEC staff, investment
strategies which obligate a Fund to purchase securities at a future date or
otherwise require that a Fund segregate assets, may be considered to be
"borrowings." However, by segregating assets equal to the amount of such
"borrowings" as required by Section 18 of the 1940 Act, these investment
strategies will not result in the issuance of "senior securities" by the Fund
and, as a result, will not lead the Fund to be leveraged in the traditional
sense since the Fund's ability to borrow is reduced by one dollar for every
dollar of its assets that is segregated.
This change in investment policy is not expected to materially affect,
in the foreseeable future, the manner in which the Fund is managed, the
investment performance of the Fund, or the instruments in which they invest.
REQUIRED VOTE AND RECOMMENDATION
As provided in the 1940 Act, approval of a change to the Fund's
fundamental investment policies requires the affirmative vote of a majority of
the outstanding voting securities of the Fund. Abstentions have the effect of a
negative vote on this Proposal. If the Shareholders of the Fund fail to approve
this Proposal, the Fund's current investment policy will be retained.
PROPOSAL 6. (MID CAP FUND)
TO APPROVE A CHANGE IN THE INVESTMENT POLICIES OF THE MID CAP FUND TO REMOVE THE
RESTRICTION ON THE FUND PARTICIPATING ON A JOINT, OR A JOINT AND SEVERAL, BASIS
IN ANY SECURITIES TRADING ACCOUNT.
At the Meeting, Shareholders of the Mid Cap Fund will vote on removing
the Fund's investment policy which prohibits the Fund from participating on a
joint, or a joint and several, basis in any securities trading account.
Most funds which establish joint accounts do so to facilitate the "bulk
purchase" of short-term investments on behalf of the various funds participating
in the account. Generally, funds may earn a higher rate of return on investments
through joint accounts than the rate they could earn individually because, under
most market conditions, it is possible to negotiate a higher rate of return on
larger repurchase agreements and larger quantities of other short-term
investments than the rate available in smaller transactions. Joint accounts may
also increase the number of dealers and issuers willing to enter into short-term
investments with the various funds participating in the accounts.
The 1940 Act contains restrictions on joint activities. Fund Management
believes that the existing 1940 Act restrictions provide sufficient protection
to Shareholders such that additional fundamental restrictions shall not be
required.
REQUIRED VOTE AND RECOMMENDATION
As provided in the 1940 Act, approval of a change to the Mid Cap Fund's
fundamental investment policies requires the affirmative vote of a majority of
the outstanding voting securities of the Fund. Abstentions have the effect of a
negative vote on this Proposal. If the Shareholders of the Mid Cap Fund fail to
approve this Proposal, the Fund's current investment policy will be retained.
9
<PAGE> 13
PROPOSAL 7. (MID CAP FUND)
TO APPROVE A CHANGE IN THE INVESTMENT POLICIES OF THE
MID CAP FUND TO REMOVE THE RESTRICTION ON THE FUND PURCHASING OR ACQUIRING
COMMODITIES OR COMMODITY CONTRACTS.
At the Meeting, the Shareholders of the Mid Cap Fund will vote on
removing the Fund's fundamental investment policy which prohibits the Fund from
acquiring commodities or commodity contracts.
The primary purpose of this Proposal is to update the Mid Cap Fund's
investment policies in light of recent changes in the law. The Mid Cap Fund's
fundamental policies were originally adopted to be consistent with state
securities ("blue sky") regulations, which placed limits on the types of
securities the Fund could acquire. Recent federal legislation eliminated state
regulatory requirements including the requirement embodied in these investment
policies. If the Proposal is approved, the Mid Cap Fund will be able to purchase
or acquire commodities or commodity contracts. Eliminating this fundamental
policy will provide increased investment flexibility and may provide
opportunities to enhance the Fund's performance, with the corresponding risk
which accompanies investment in commodities or commodity contracts. To the
extent that it invests in commodities, a Fund will be subject to the risks
associated with the commodities markets, which tend to be more speculative than
traditional equity markets. While removal of this restrictive investment policy
will permit the Mid Cap Fund to purchase and acquire commodities or commodity
contracts, the investment adviser and sub-adviser will exercise care, consistent
with the Fund's investment objectives and policies, in investing any assets in
such securities.
Elimination of this fundamental policy is not expected to materially
affect, in the foreseeable future, the manner in which the Mid Cap Fund is
managed, the investment performance of the Fund, or the instruments in which it
invests.
REQUIRED VOTE AND RECOMMENDATION
As provided in the 1940 Act, approval of a change to the Mid Cap Fund's
fundamental investment policies requires the affirmative vote of a majority of
the outstanding voting securities of the Funds. Abstentions have the effect of a
negative vote on this Proposal. If the Shareholders of the Mid Cap Fund fail to
approve this Proposal, the Fund's current investment policy will be retained.
PROPOSAL 8. (MONEY MARKET FUND)
TO APPROVE A CHANGE IN THE INVESTMENT POLICIES OF THE MONEY MARKET FUND TO
PERMIT THE FUND TO INVEST UP TO 25 PERCENT OF ITS TOTAL ASSETS IN THE FIRST TIER
SECURITIES OF A SINGLE ISSUER FOR A PERIOD OF UP TO THREE BUSINESS DAYS AFTER
THE ACQUISITION THEREOF.
The proposed change to the investment restriction regarding investment
in securities issued by a single issuer is designed to provide the Money Market
Fund the opportunity to take advantage of a safe harbor available under the 1940
Act with regard to portfolio diversification. Money market funds are restricted
to a maximum investment of five percent of the fund's total assets in any single
issuer; however, under the safe harbor such funds may exceed that limit up to a
maximum of 25% for a period of up to three business days with respect to a
single issuer.
The Money Market Fund currently is limited to investing up to 5% of its
total assets in securities of a single issuer other than the U.S. Government or
its agencies or instrumentalities. Currently the Fund may not purchase a
security if, as a result, more than 5% of its total assets would be invested in
any one issuer other than the U.S. Government or its agencies or
instrumentalities. The proposed restriction adds the temporary authority to
exceed the 5% limit permitted by Rule 2a-7 under the 1940 Act as follows: The
Fund may not purchase a security, if as a result more than 5% of its total
assets would be invested in
10
<PAGE> 14
any one issuer other than the U.S. Government or its agencies or
instrumentalities; provided that the Fund may invest up to 25% of its total
assets in the first tier securities of a single issuer for up to three business
days. Accordingly, this proposal will increase the portion of the Money Market
Fund's assets that may be invested, on a temporary basis, in the securities of a
single issuer. The greater proportion of the Fund invested in a particular
issuer, the greater the impact changes in the value of such securities may have
on the Fund's total investment portfolio. The Adviser believes that the proposed
restriction will provide the Fund with additional flexibility in connection with
the purchase of portfolio securities while maintaining full compliance with the
diversification requirements of Rule 2a-7 under the 1940 Act.
REQUIRED VOTE AND RECOMMENDATION
As provided in the 1940 Act, approval of a change to the Fund's
fundamental investment policies requires the affirmative vote of a majority of
the outstanding voting securities of the Fund. Abstentions have the effect of a
negative vote on this Proposal. If the Shareholders of the Fund fail to approve
this Proposal, the Fund's current investment policy will be retained.
PROPOSAL 9. (MONEY MARKET FUND)
TO APPROVE A CHANGE IN THE INVESTMENT POLICIES OF THE MONEY MARKET FUND TO
PERMIT THE FUND TO INVEST MORE THAN 25% OF ITS TOTAL ASSETS IN INSTRUMENTS
ISSUED BY BANKS, INCLUDING FOREIGN BANKS.
The proposed change to the investment restriction regarding
concentration in the banking industry is designed to expand the universe of
investments available to the Money Market Fund in meeting its concentration
policy. Currently, the Money Market Fund is permitted to invest more than 25% of
its total assets in obligations issued by the domestic banking industry. The
domestic banking industry has experienced, and is expected to continue to
experience, significant consolidation which further limits the investment
opportunities for the Money Market Fund. Additionally, the Adviser has expanded
its research coverage of the banking industry outside the United States and
believes the Fund would benefit from the opportunity to invest in securities
issued by foreign banks as part of its concentration in the banking industry.
The proposed change would require the Money Market Fund to maintain a minimum of
25% of its total assets in obligations issued by the banking industry which
would include those issued by foreign banks, foreign branches of U.S. banks, and
U. S. branches of foreign banks.
The proposed restriction would not change the credit quality parameters
governing the Fund's investments but would provide the Adviser with additional
flexibility in managing the Fund's investments while maintaining a high quality,
diversified portfolio of dollar-denominated securities. Securities of foreign
issuers involve certain risks not typically involved in purely domestic
investments, including different economic, financial, political and social
factors, future foreign political and economic developments and possible
imposition of foreign governmental laws or restrictions applicable to such
investments.
REQUIRED VOTE AND RECOMMENDATION
As provided in the 1940 Act, approval of a change to the Fund's
fundamental investment policies requires the affirmative vote of a majority of
the outstanding voting securities of the Fund. Abstentions have the effect of a
negative vote on this Proposal. If the Shareholders of the Fund fail to approve
this Proposal, the Fund's current investment policy will be retained.
MANAGEMENT OF THE FUNDS
The following table sets forth the names, addresses, principal occupation and
other information regarding the current trustees and executive officers of the
Trust.
11
<PAGE> 15
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
-----------------------
NAME AND ADDRESS EMPLOYMENT IN PAST 5 YEARS
- ---------------- --------------------------
<S> <C>
John J. Pileggi Senior Managing Director, Furman Selz LLC.
230 Park Avenue
New York, NY 10169
Charles M. Carr Petroleum consultant since 1992. Previously Managing Director at Amoco
1451 Highland Park Drive (U.K.) Exploration Co., West Gate, London, U.K.
Jackson, MS 39211
John William Head* Retired since 1990. Previously Executive Vice President - CEO of
46 Avery Circle Southern Farm Bureau Casualty Insurance Co.
Jackson, MS 39211
James H. Johnston, III, M.D. Physician (Gastroenterologist) with Gastrointestinal Associates, P.A.,
1421 North State Street, Suite 203 Jackson, Mississippi since 1984.
Jackson, MS 39202
James T. Mallette* Attorney, Stubblefield, Mallette & Harvey, P.A., since May 1, 1997.
3900 Lakeland Drive Prior thereto Mr. Mallette was an attorney with the firm of Daniel
Jackson, MS 39208 Coker Horton and Bell, 111 East Capital Building, Suite 600, Jackson,
Mississippi since July 1987. President and Director of Rollingwood
Beautiful Association, Inc., Director of Easter Seal Society of
Jackson, Mississippi, Inc.
Walter P. Neely, Ph.D., CFA Professor and Consultant, Millsaps College, Jackson, Mississippi, since
1701 North State Street 1980. Director, KLLM Transport Systems, Jackson, Mississippi.
Jackson, MS 39210
</TABLE>
* "Interested person" of the Fund as defined in the Investment Company Act of
1940.
During each Fund's fiscal year ended May 31, 1998, the Board of
Trustees held __ meetings for each Fund. All of the trustees, including the
three nominees up for election at the Meeting, attended at least 75% of the
meetings of the Board of Trustees and all committee meetings thereof of which
such trustee was a member during the fiscal year ended May 31, 1998. Each of the
Trustees holds the same position with each of the Funds in the Trust.
[Insert committee information]
Trustees of the Trust who are not affiliated with the Distributor or
the Adviser receive from the Trust an annual fee of $5,000 and a fee for each
Board of Trustees and Board committee meeting attended of $1000. Trustees who
are affiliated with the Distributor or the Adviser do not receive compensation
from the Trust. The following table list the compensation paid to each of the
Trustees by the Trust during the Trust's fiscal year ended May 31, 1998. No
executive officer or person affiliated with the Trust received compensation from
the Trust for the fiscal year ended May 31, 1998 in excess of $60,000.
12
<PAGE> 16
TRUSTEE TOTAL COMPENSATION FROM TRUST
John J. Pileggi $__________________
Charles M. Carr $__________________
John William Head $__________________
James H. Johnston, III $__________________
James T. Mallette $__________________
Walter P. Neely $__________________
The Trustees did not and have not accrued pension or retirement benefits from
the Funds for their service to the Trust.
The following table lists the executive officers of the Trust.
<TABLE>
<CAPTION>
NAME POSITION PRINCIPAL OCCUPATIONS AND OTHER AFFILIATIONS
DURING THE PAST FIVE YEARS
<S> <C> <C>
Wally Grimm President Senior Vice President & Client Services
Executive, BISYS Fund Services since June,
1992.
Frank Deutchki Vice President
Rick Ille Vice President and
Assistant Secretary
</TABLE>
As of the date of this proxy statement, the trustees and officers of the Trust
as a group beneficially owned less than 1% of the outstanding shares of the
Trust.
OTHER BUSINESS. The Trustees know of no other business to be brought
before the Meeting. However, if any other matters properly come before the
Meeting, it is the Trustees' intention that proxies which do not contain
specific restrictions to the contrary will be voted on such matters in
accordance with the judgment of the persons named in the enclosed form of Proxy.
13
<PAGE> 17
PERFORMANCE FUNDS TRUST: PROXY SOLICITED BY THE BOARD OF TRUSTEES
MONEY MARKET FUND
The undersigned hereby appoints ____________ or ___________, and each
of them, attorneys and proxies for the undersigned, with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned all shares of the Performance Funds Trust (the "Fund") which
the undersigned is entitled to vote at the Special Meeting of Shareholders of
the Fund to be held at the office of the Fund, 3435 Stelzer Road, Columbus, Ohio
43219, on August __, 1998 at 10:00 a.m., and any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Special Meeting and
Proxy Statement and hereby instructs said attorneys and proxies to vote said
shares as indicated hereon. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the Meeting. A
majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENVELOPE PROVIDED
NOTE: Please sign exactly as your name
appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing as
attorney, executor, administrator, trustee,
guardian or corporate officer, please give
your full title.
Date
-----------------------------------------
---------------------------------------------
---------------------------------------------
Signature(s), (Title(s), if applicable)
Please indicate your vote by an "X" in the appropriate boxes below.
This Proxy, if properly executed, will be voted in the manner directed by the
undersigned Shareholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. Please refer
to the Proxy Statement for a discussion of the Proposals.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
Charles M. Carr Walter B.Grimm John W. Head
(INSTRUCTION: To withhold authority for any individual, write his or her name on the line provided below.)
- ------------------------------------------------------------------------------------------------------------------------
2. To ratify the selection of Price Waterhouse LLP as [ ] [ ] [ ]
independent accountants for the Trust for the fiscal year APPROVE DISAPPROVE ABSTAIN
ending May 31, 1999;
3. To approve a change in the investment policies of the [ ] [ ] [ ]
Fund to permit the Fund to invest in shares of affiliated APPROVE DISAPPROVE ABSTAIN
investment companies and to permit the Adviser to discontinue
its policy of waiving the fees it earns for the portion of
the Fund's assets invested in unaffiliated investment
companies.
4. To approve a change in the investment policies of the [ ] [ ] [ ]
Fund to permit the Fund to make loans or lend its portfolio APPROVE DISAPPROVE ABSTAIN
securities if, as a result, the aggregate of such loans does
not exceed 33 1/3% of the value of a Fund's total assets.
5. To approve a change in the investment policies of the [ ] [ ] [ ]
Fund to permit the Fund to borrow from banks up to 33 1/3% APPROVE DISAPPROVE ABSTAIN
of the current value of its total assets for any purpose and
to eliminate any limits on purchasing securities when
borrowing exists.
8. To approve a change in the investment policies of the [ ] [ ] [ ]
Fund to permit the Fund to invest up to 25 percent of its APPROVE DISAPPROVE ABSTAIN
total assets in the first tier securities of a single issuer
for a period of up to three business days after the
acquisition thereof.
9. To approve a change in the investment policies of the [ ] [ ] [ ]
Fund to permit the Fund to invest more than 25% of its total APPROVE DISAPPROVE ABSTAIN
assets in instruments issued by banks, including foreign
banks.
</TABLE>
<PAGE> 18
PERFORMANCE FUNDS TRUST: PROXY SOLICITED BY THE BOARD OF TRUSTEES
SMALL CAP FUND
The undersigned hereby appoints ____________ or ___________, and each
of them, attorneys and proxies for the undersigned, with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned all shares of the Performance Funds Trust (the "Fund") which
the undersigned is entitled to vote at the Special Meeting of Shareholders of
the Fund to be held at the office of the Fund, 3435 Stelzer Road, Columbus, Ohio
43219, on August __, 1998 at 10:00 a.m., and any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Special Meeting and
Proxy Statement and hereby instructs said attorneys and proxies to vote said
shares as indicated hereon. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the Meeting. A
majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENVELOPE PROVIDED
NOTE: Please sign exactly as your name
appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing as
attorney, executor, administrator, trustee,
guardian or corporate officer, please give
your full title.
Date
-----------------------------------------
---------------------------------------------
---------------------------------------------
Signature(s), (Title(s), if applicable)
Please indicate your vote by an "X" in the appropriate boxes below.
This Proxy, if properly executed, will be voted in the manner directed by the
undersigned Shareholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. Please refer
to the Proxy Statement for a discussion of the Proposals.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
Charles M. Carr Walter B.Grimm John W. Head
(INSTRUCTION: To withhold authority for any individual, write his or her name on the line provided below.)
- ------------------------------------------------------------------------------------------------------------------------
2. To ratify the selection of Price Waterhouse LLP as [ ] [ ] [ ]
independent accountants for the Trust for the fiscal year APPROVE DISAPPROVE ABSTAIN
ending May 31, 1999;
4. To approve a change in the investment policies of the [ ] [ ] [ ]
Fund to permit the Fund to make loans or lend its portfolio APPROVE DISAPPROVE ABSTAIN
securities if, as a result, the aggregate of such loans does
not exceed 33 1/3% of the value of a Fund's total assets.
5. To approve a change in the investment policies of the [ ] [ ] [ ]
Fund to permit the Fund to borrow from banks up to 33 1/3% of APPROVE DISAPPROVE ABSTAIN
the current value of its total assets for any purpose and to
eliminate any limits on purchasing securities when borrowing
exists.
</TABLE>
<PAGE> 19
PERFORMANCE FUNDS TRUST: PROXY SOLICITED BY THE BOARD OF TRUSTEES
MID CAP FUND
The undersigned hereby appoints ____________ or ___________, and each
of them, attorneys and proxies for the undersigned, with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned all shares of the Performance Funds Trust (the "Fund") which
the undersigned is entitled to vote at the Special Meeting of Shareholders of
the Fund to be held at the office of the Fund, 3435 Stelzer Road, Columbus, Ohio
43219, on August __, 1998 at 10:00 a.m., and any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Special Meeting and
Proxy Statement and hereby instructs said attorneys and proxies to vote said
shares as indicated hereon. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the Meeting. A
majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENVELOPE PROVIDED
NOTE: Please sign exactly as your name
appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing as
attorney, executor, administrator, trustee,
guardian or corporate officer, please give
your full title.
Date
-----------------------------------------
---------------------------------------------
---------------------------------------------
Signature(s), (Title(s), if applicable)
Please indicate your vote by an "X" in the appropriate boxes below.
This Proxy, if properly executed, will be voted in the manner directed by the
undersigned Shareholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. Please refer
to the Proxy Statement for a discussion of the Proposals.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
Charles M. Carr Walter B.Grimm John W. Head
(INSTRUCTION: To withhold authority for any individual, write his or her name on the line provided below.)
- ------------------------------------------------------------------------------------------------------------------------
2. To ratify the selection of Price Waterhouse LLP as [ ] [ ] [ ]
independent accountants for the Trust for the fiscal year APPROVE DISAPPROVE ABSTAIN
ending May 31, 1999;
3. To approve a change in the investment policies of the [ ] [ ] [ ]
Fund to permit the Fund to invest in shares of affiliated APPROVE DISAPPROVE ABSTAIN
investment companies and to permit the Adviser to discontinue
its policy of waiving the fees it earns for the portion of the
Fund's assets invested in unaffiliated investment companies.
4. To approve a change in the investment policies of the [ ] [ ] [ ]
Fund to permit the Fund to make loans or lend its portfolio APPROVE DISAPPROVE ABSTAIN
securities if, as a result, the aggregate of such loans does
not exceed 33 1/3% of the value of the Fund's total assets.
5. To approve a change in the investment policies of the [ ] [ ] [ ]
Fund to permit the Fund to borrow from banks up to 33 1/3% of APPROVE DISAPPROVE ABSTAIN
the current value of its total assets for any purpose and to
eliminate any limits on purchasing securities when borrowing
exists.
6. To approve a change in the investment policies of the [ ] [ ] [ ]
Fund to remove the restriction on the Fund participating on a APPROVE DISAPPROVE ABSTAIN
joint, or a joint and several basis, in any securities trading
account.
7. To approve a change in the investment policies of the [ ] [ ] [ ]
Fund to remove the restriction on the Fund purchasing or APPROVE DISAPPROVE ABSTAIN
acquiring commodities or commodity contracts.
</TABLE>
<PAGE> 20
PERFORMANCE FUNDS TRUST: PROXY SOLICITED BY THE BOARD OF TRUSTEES
SHORT TERM GOVERNMENT INCOME FUND
INTERMEDIATE TERM GOVERNMENT INCOME FUND
LARGE CAP EQUITY FUND
The undersigned hereby appoints ____________ or ___________, and each
of them, attorneys and proxies for the undersigned, with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned all shares of the Performance Funds Trust (the "Fund") which
the undersigned is entitled to vote at the Special Meeting of Shareholders of
the Fund to be held at the office of the Fund, 3435 Stelzer Road, Columbus, Ohio
43219, on August __, 1998 at 10:00 a.m., and any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Special Meeting and
Proxy Statement and hereby instructs said attorneys and proxies to vote said
shares as indicated hereon. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the Meeting. A
majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENVELOPE PROVIDED
NOTE: Please sign exactly as your name
appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing as
attorney, executor, administrator, trustee,
guardian or corporate officer, please give
your full title.
Date
-----------------------------------------
---------------------------------------------
---------------------------------------------
Signature(s), (Title(s), if applicable)
Please indicate your vote by an "X" in the appropriate boxes below.
This Proxy, if properly executed, will be voted in the manner directed by the
undersigned Shareholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. Please refer
to the Proxy Statement for a discussion of the Proposals.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
Charles M. Carr Walter B.Grimm John W. Head
(INSTRUCTION: To withhold authority for any individual, write his or her name on the line provided below.)
- ------------------------------------------------------------------------------------------------------------------------
2. To ratify the selection of Price Waterhouse Coopers LLP [ ] [ ] [ ]
as independent accountants for the Trust for the fiscal year APPROVE DISAPPROVE ABSTAIN
ending May 31, 1999;
3. To approve a change in the investment policies of the [ ] [ ] [ ]
Funds to permit each Fund to invest in shares of affiliated APPROVE DISAPPROVE ABSTAIN
investment companies and to permit the Adviser to discontinue
its policy of waiving the fees it earns for the portion of the
Fund's assets invested in unaffiliated investment companies.
4. To approve a change in the investment policies of the [ ] [ ] [ ]
Funds to permit each Fund to make loans or lend its portfolio APPROVE DISAPPROVE ABSTAIN
securities if, as a result, the aggregate of such loans does
not exceed 33 1/3% of the value of the Fund's total assets.
5. To approve a change in the investment policies of all of [ ] [ ] [ ]
the Funds to permit each Fund to borrow from banks up to APPROVE DISAPPROVE ABSTAIN
33 1/3% of the current value of its total assets for any
purposes and to eliminate any limits on purchasing securities
when borrowing exists.
</TABLE>
