PERFORMANCE FUNDS TRUST, DEFS14A, 1998-08-03

PERFORMANCE FUNDS TRUST
DEFS14A, 1998-08-03

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<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>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

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: ...........................................................

================================================================================
<PAGE> 2

[PERFORMANCE FUNDS LOGO]

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, Walter B. Grimm and John William Head to the
Board of Trustees and to ratify the appointment of PricewaterhouseCoopers 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,

/s/ Walter B. Grimm
Walter 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 PricewaterhouseCoopers 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 each 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.

4. To approve a change in the investment policies of each 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.

5. 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.

6. To approve a change in the investment policies of the Mid Cap Fund
to permit the Fund to purchase or acquire commodities or commodity
contracts.

7. To approve a change in the investment policies of each of the
Funds, except the Small Cap Fund which already permits it, to permit each
Fund 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.

8. To approve a change in the investment policies of the Money Market
Fund to permit the Fund to invest up to 25% 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 10, 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 10, 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 PricewaterhouseCoopers 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:

5. 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.

6. To approve a change in the investment policies of the Mid Cap Fund
to permit the Fund to purchase or acquire commodities or commodity
contracts.

7. To approve a change in the investment policies of each 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.

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's Secretary, 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:

<TABLE>
<CAPTION>
PROPOSAL AFFECTED FUNDS
-------- --------------
<S> <C> <C>
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 their All Funds
ability to lend their portfolio securities.
4. Change the Funds' investment policies regarding borrowing up All Funds
to 33 1/3% of their net assets and purchasing new shares
when borrowing exists.
5. Change the Fund's investment policies regarding its ability Mid Cap Fund
to participate on a joint basis in any securities trading
account.
6. Change the Fund's investment policies regarding its ability Mid Cap Fund
to acquire commodities or commodity contracts.
7. Change the Funds' investment policies regarding their All Funds except the
ability to invest in affiliated investment companies and Small Cap Fund
forego fee waivers for investments in unaffiliated funds.
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.
</TABLE>

The record date for determining Shareholders entitled to vote at the
meeting is July 27, 1998.

Each Fund has two classes of shares, a "Consumer Service Class" and an
"Institutional Class." The following table sets forth the net assets and
approximate number of shares issued and outstanding for each class of each Fund
as of the close of business on July 27, 1998.

<TABLE>
<CAPTION>
OUTSTANDING
FUND CLASS SHARES
---- ----- ------
<S> <C> <C>
Intermediate Term Government Income Fund Consumer 779,404.002
Institutional 10,836,760.380
Large Cap Equity Fund Consumer 2,073,921.982
Institutional 10,306,620.472
Mid Cap Growth Fund Consumer 1,495,010.99
Institutional 7,962,274.043
Money Market Fund Consumer 80,401,380.28
Institutional 371,544,012.43
Short Term Government Income Fund Consumer 639,776.103
Institutional 11,457,417.198
Small Cap Fund Consumer 814,637.538
Institutional 5,930,778,982
</TABLE>

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.

3
<PAGE> 7

The following table shows each party known to the Trust to be the
beneficial owner of more than five percent of any class of the Trust's voting
securities.

<TABLE>
<CAPTION>
PERCENT OF
TITLE OF FUND AND CLASS NAME AND ADDRESS TOTAL SHARES CLASS OWNED
----------------------- ---------------- ------------ -----------
<S> <C> <C> <C>
Intermediate Term Government Harman & Co. 10,752,519,328 99.222
Income Fund c/o TrustMark National Bank
Institutional Class Jackson, MS 39205-0291

Intermediate Term Government Corelink Financial Inc. 544,565,997 69.869
Income Fund P.O. Box 4054
Consumer Service Class Concord, CA 94524

Large Cap Equity Fund Corelink Financial Inc. 465,498,491 22.445
Consumer Service Class P.O. Box 4054
Concord, CA 94524

Large Cap Equity Fund First American Trust Company 2,327,729,804 22.584
Institutional Class Managed Omnibus Reinvest
421 North Main Street
Santa Ana, CA 92701-4617

Large Cap Equity Fund Harman & Co. 7,638,260,407 74.109
Institutional Class c/o TrustMark National Bank
Jackson, MS 39205-0291

Mid Cap Growth Fund Harman & Co. 7,878,671,288 98.949
Institutional Class c/o TrustMark National Bank
Jackson, MS 39205-0291

MidCap Growth Fund Corelink Financial Inc. 652,316,367 43.632
Consumer Service Class P.O. Box 4054
Concord, CA 94524

Money Market Fund W. G. Yates & Sons Construction 4,475,454,620 5.566
Consumer Service Class Attention: Marvin Blanks
P.O. Box 456
Philadelphia, PA 39350-0456

Money Market Fund St. Dominic Jackson Memorial Hospital 12,230,829,510 15.212
Consumer Service Class Attention: Frank Quiriconi
969 Lakeland Drive
Jackson, MS 39216-4601

Money Market Fund BISYS Fund Services Ohio Inc. 2,073,470 100.000
Centura Class FBO Exclusive Benefit of our Customers
3435 Stelzer Road
Columbus, OH 43219-8001

Money Market Fund Harman & Co. 368,498,423,080 99.180
Institutional Class c/o TrustMark National Bank
Jackson, MS 39205-0291

Short Term Government Income Fund Harman & Co. 11,370,049,208 99.237
Institutional Class c/o TrustMark National Bank
Jackson, MS 39205-0291

Short Term Government Income Fund Donaldson Lufkin & Jenrette 84,021,995 13.132
Consumer Service Class Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998
</TABLE>

4
<PAGE> 8

<TABLE>
<CAPTION>
PERCENT OF
TITLE OF FUND AND CLASS NAME AND ADDRESS TOTAL SHARES CLASS OWNED
----------------------- ---------------- ------------ -----------
<S> <C> <C> <C>
Short Term Government Income Fund Corelink Financial Inc. 370,812,886 57.959
Consumer Service Class P.O. Box 4054
Concord, CA 94524

Small Cap Fund Donaldson Lufkin & Jenrette 92,086,805 11.303
Consumer Service Class Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998

Small Cap Fund Corelink Financial Inc. 543,027,273 66.658
Consumer Service Class P.O. Box 4054
Concord, CA 94524

Small Cap Fund Harman & Co. 5,916,839,390 99.764
Institutional Class c/o TrustMark National Bank
Jackson, MS 39205-0291
</TABLE>

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 inspectors of elections 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.

5
<PAGE> 9

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 1996. 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. All
shares represented by valid proxies will be voted in the election of Trustees
for each nominee named below, unless authority to vote for a particular nominee
is withheld. All of the nominees have consented to serve as Trustees of the
Company, if elected.

A table showing the compensation paid to the Trustees for the fiscal year
ended May 3, 1998 appears on page 12 of this proxy statement.

The following table sets forth the names, addresses, ages, principal
occupations and other information regarding the Trustee nominees.

<TABLE>
<CAPTION>
NAME, AGE AND ADDRESS POSITION WITH TRUST PRINCIPAL OCCUPATION IN PAST 5 YEARS
--------------------- ------------------- ------------------------------------
<S> <C> <C>
Charles M. Carr, Age 65 Trustee since August, 1996 Petroleum consultant since 1992.
1451 Highland Park Drive Previously Managing Director at
Jackson, MS 39211 Amoco (U.K.) Exploration Co., West
Gate, London, U.K.
Walter B. Grimm Age 53 President since March, 1997 Senior Vice President and Client
3435 Stelzer Rd. Services Executive BISYS Fund
Columbus, OH 43219 Services Since June, 1992.
John William Head, Age 71 Trustee since August, 1996 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.

PROPOSAL 2. (ALL FUNDS)

TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS
FOR THE TRUST FOR THE FISCAL YEAR ENDING MAY 31, 1999.

PricewaterhouseCoopers LLP 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. PricewaterhouseCoopers currently
serves as independent accountant to the Trust and has served in that capacity
since the Trust's inception. The ratification of the selection of the
accountants is to be voted on at the Meeting.

6
<PAGE> 10

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
PricewaterhouseCoopers as independent accountants for the Trust unless the proxy
is marked otherwise.

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)

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, 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.

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

7
<PAGE> 11

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 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 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.

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.

Borrowing will involve the use of "leverage" when cash made available to
the Fund through the borrowing is used to make additional portfolio investments.
Use of leveraging involves special risks and may involve speculative investment
techniques. The Funds will use leverage only when the investment adviser to the
Funds believes that the leveraging and the returns available to a Fund from
investing the cash will provide shareholders a potentially higher return.

Leverage exists when a Fund achieves the right to a return on a capital
base that exceeds the investment the Fund has invested. Leverage creates the
risk of magnified capital losses which occur when losses affect an asset base,
enlarged by borrowings or the creation of liabilities, that exceeds the equity
base of the Fund.

The risks of leverage include a higher volatility of the net asset value of
a Fund's shares and the relatively greater effect on the net asset value of the
shares caused by favorable or adverse market movements or changes in the cost of
cash obtained by leveraging and the yield obtained from investing the cash. So
long as a Fund is able to realize a net return on its investment portfolio that
is higher than interest expense incurred, if any, leverage will result in higher
current net investment income being realized by such Fund than if the Fund were
not leveraged. On the other hand, interest rates change from time to time as
does their relationship to each other depending upon such factors as supply and
demand, monetary and tax policies and investor expectations. Changes in such
factors could cause the relationship between the cost of leveraging and the
yield to change so that rates involved in the leveraging arrangement may
substantially increase relative to the yield on the obligations in which the
proceeds

8
<PAGE> 12

of the leveraging have been invested. To the extent that the interest expense
involved in leveraging approaches the net return on a Fund's investment
portfolio, the benefit of leveraging will be reduced, and, if the interest
expense on borrowings were to exceed the net return to shareholders, such Fund's
use of leverage would result in a lower rate of return than if the Fund were not
leveraged. Similarly, the effect of leverage in a declining market could be a
greater decrease in net asset value per share than if a Fund were not leveraged.
In an extreme case, if a Fund's current investment income were not sufficient to
meet the interest expense of leveraging, it could be necessary for such Fund to
liquidate certain of its investments at an inappropriate time. The use of
leverage may be considered speculative.

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 5. (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.

The 1940 Act currently prohibits investment companies from participating in
certain joint activities. If Proposal 6 is approved, the Mid Cap Fund will not
participate in a joint securities trading account unless such activity is
permitted by the Securities and Exchange Commission ("SEC") either via amendment
of the current provisions of the 1940 Act prohibiting joint activities, via an
exemptive order or otherwise. Management believes that the existing 1940 Act
restrictions provide sufficient protection to Shareholders of the Mid Cap Fund
such that additional fundamental restrictions are not required.

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.

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.

PROPOSAL 6. (MID CAP FUND)

TO APPROVE A CHANGE IN THE INVESTMENT POLICIES OF THE MID CAP FUND TO PERMIT THE
FUND TO PURCHASE OR ACQUIRE COMMODITIES OR COMMODITY CONTRACTS.

At the Meeting, the Shareholders of the Mid Cap Fund will vote on changing
the Fund's fundamental investment policy which prohibits the Fund from acquiring
commodities or commodity contracts.

9
<PAGE> 13

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. The Fund may attempt to reduce
the risk of investment in equity securities by hedging a portion of its
portfolio through the use of certain futures transactions, options on futures
traded on a board of trade and options on stock indices traded on national
securities exchanges. The Fund may hedge a portion of its portfolio by
purchasing such instruments during a market advance or when the Adviser
anticipates an advance. In attempting to hedge a portfolio, the Fund may enter
into contracts for the future delivery of securities and futures contracts based
on a specific security, class of securities or an index, purchase or sell
options on any such futures contracts, and engage in related closing
transactions. The Fund will use these instruments primarily as a hedge against
changes resulting from market conditions in the values of securities held in its
portfolio or which it intends to purchase.

One risk involved in the purchase and sale of futures and options is that a
Fund may not be able to effect closing transactions at a time when it wishes to
do so. Positions in futures contracts and options on futures contracts may be
closed out only on an exchange or board of trade that provides an active market
for them, and there can be no assurance that a liquid market will exist for the
contract or the option at any particular time. To mitigate this risk, each Fund
will ordinarily purchase and write options only if a secondary market for the
options exists on a national securities exchange or in the over-the-counter
market.

Another risk is that during the option period, if a Fund has written a
covered call option, it will have given up the opportunity to profit from a
price increase in the underlying securities above the exercise price in return
for the premium on the option (although the premium can be used to offset any
losses or add to a Fund's income) but, as long as its obligation as a writer
continues, such Fund will have retained the risk of loss should the price of the
underlying security decline. Investors should note that because of the
volatility of the market value of the underlying security, the loss from
investing in futures transactions is potentially unlimited. In addition, a Fund
has no control over time when it may be required to fulfill its obligation as a
writer of the option. Once a Fund has received an exercise notice, it cannot
effect a closing transaction in order to terminate its obligation under the
option and must deliver the underlying securities at the exercise price.

Changing 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 7. (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

10
<PAGE> 14

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. BISYS, the administrator of the Trust, has been
granted exemptive relief by the Securities and Exchange Commission to allow
certain funds it administers to invest in affiliated Money Market Funds. BISYS
is in the process of amending this exemption to include the Funds. The Funds
will not invest in shares of affiliated investment companies prior to this
exemptive relief being granted to the Funds. Fund management seeks Shareholder
approval to change this fundamental policy to reflect these changes.

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, except the Small Cap Fund, 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 and the administrator are required to waive their
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 their fees for that portion of the
Funds' assets invested in affiliated investment companies and the Administrator.

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

THE BOARD OF TRUSTEES HAS APPROVED PROPOSAL 7 AND RECOMMENDS THAT SHAREHOLDERS
VOTE TO APPROVE PROPOSAL 7.

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% 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

11
<PAGE> 15

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 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. This will result
in greater opportunities for gain, accompanied by the greater risks involved
with investing a larger portion of assets in a single issuer. 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

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

12
<PAGE> 16

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.

<TABLE>
<CAPTION>
NAME AND ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT IN PAST 5 YEARS
---------------- --------------------------------------------------
<S> <C>
John J. Pileggi, Age 38 Senior Managing Director, Furman Selz LLC.
230 Park Avenue
New York, NY 10169
Charles M. Carr, Age 65 Petroleum consultant since 1992. Previously Managing
1451 Highland Park Drive Director at Amoco (U.K.) Exploration Co., West Gate,
Jackson, MS 39211 London, U.K.
John William Head*, Age 71 Retired since 1990. Previously Executive Vice
46 Avery Circle President--CEO of Southern Farm Bureau Casualty Insurance
Jackson, MS 39211 Co.
James H. Johnston, III, M.D., Age Physician (Gastroenterologist) with Gastrointestinal
50 Associates, P.A., Jackson, Mississippi since 1984.
1421 North State Street, Suite
203
Jackson, MS 39202
James T. Mallette*, Age 37 Attorney, Stubblefield, Mallette & Harvey, P.A., since May
3900 Lakeland Drive 1, 1997. Prior thereto Mr. Mallette was an attorney with
Jackson, MS 39208 the firm of Daniel 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, Age Professor and Consultant, Millsaps College, Jackson,
51 Mississippi, since 1980. Director, KLLM Transport Systems,
1701 North State Street 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 4 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. The trust has a standing Audit
Committee, Nominating Committee, Equity Pricing Committee and a Fixed Income
Pricing Committee. Two meetings of the Audit Committee were held during the
fiscal year ended May 31, 1998. Each of the Trustees holds the same position
with each of the Funds in the Trust.

Each of the Trustees who is not affiliated with the Distributor or the
Adviser receives 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

13
<PAGE> 17

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.

<TABLE>
<CAPTION>
TOTAL COMPENSATION
TRUSTEE FROM TRUST
------- ----------
<S> <C>
John J. Pileggi $ 9,500
Charles M. Carr $10,000
John William Head $10,000
James H. Johnston, III $10,000
James T. Mallette $10,000
Walter P. Neely $10,000
</TABLE>

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>
PRINCIPAL OCCUPATIONS AND OTHER AFFILIATIONS
NAME POSITION DURING THE PAST FIVE YEARS
---- -------- --------------------------
<S> <C> <C>
Walter Grimm President Senior Vice President & Client Services Executive,
BISYS Fund Services since June, 1992.
Frank Deutchki Vice President Employee of BISYS Fund Services since April 1996;
Vice President, Audit Director Mutual Funds Services
Company, a subsidiary of United States Trust Company
of New York (2/89 - 3/96).
Richard B. Ille Vice President and Employee of BISYS Fund Services since July 1990.
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.

14
<PAGE> 18
PERFORMANCE FUNDS TRUST: PROXY SOLICITED BY THE BOARD OF TRUSTEES

MONEY MARKET FUND (the "FUND")

The undersigned hereby appoints Richard Ille or Jeanette Peplowski, 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 "Trust") which
the undersigned is entitled to vote at the Special Meeting of Shareholders of
the Trust to be held at the office of the Fund, 3435 Stelzer Road, Columbus,
Ohio 43219, on September 14, 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 TO APPROVE PROPOSALS 1 AND 2.
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 PricewaterhouseCoopers 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 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.

4. 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.

7. 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.

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> 19
PERFORMANCE FUNDS TRUST: PROXY SOLICITED BY THE BOARD OF TRUSTEES

SMALL CAP FUND (the "Fund")

The undersigned hereby appoints Richard Ille or Jeanette Peplowski, 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 "Trust") which
the undersigned is entitled to vote at the Special Meeting of Shareholders of
the Trust to be held at the office of the Trust, 3435 Stelzer Road, Columbus,
Ohio 43219, on September 14, 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

Date
-----------------------------------------

---------------------------------------------

---------------------------------------------
Signature(s), (Title(s), if applicable)

<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 PricewaterhouseCoopers 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 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> 20
PERFORMANCE FUNDS TRUST: PROXY SOLICITED BY THE BOARD OF TRUSTEES

MID CAP FUND (the "Fund")

The undersigned hereby appoints Richard Ille or Jeanette Peplowski, 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 "Trust") which
the undersigned is entitled to vote at the Special Meeting of Shareholders of
the Trust to be held at the office of the Trust, 3435 Stelzer Road, Columbus,
Ohio 43219, on September 14, 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

Date
-----------------------------------------

---------------------------------------------

---------------------------------------------
Signature(s), (Title(s), if applicable)

<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 PricewaterhouseCoopers LLP as [ ] [ ] [ ]
independent accountants for the Trust for the fiscal year APPROVE DISAPPROVE ABSTAIN
ending May 31, 1999;

5. 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.

6. To approve a change in the investment policies of the [ ] [ ] [ ]
Fund to permit the Fund to purchase or acquire commodities APPROVE DISAPPROVE ABSTAIN
or commodity contracts.

7. 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.
</TABLE>
<PAGE> 21
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 "Funds")

The undersigned hereby appoints Richard Ille or Jeanette Peplowski, 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 "Trust") which
the undersigned is entitled to vote at the Special Meeting of Shareholders of
the Trust to be held at the office of the Trust, 3435 Stelzer Road, Columbus,
Ohio 43219, on September 14, 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

Date
-----------------------------------------

---------------------------------------------

---------------------------------------------
Signature(s), (Title(s), if applicable)

<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 PricewaterhouseCoopers 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 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.

4. 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.

7. 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.
</TABLE>