SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934(Amendment No.______)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
TRADEMARK FUNDS
(Name of Registrant as Specified In Its Charter)
Federated Investors
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
[ ] Fee previously paid
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:
4. Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check the 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 File:
TRADEMARK FUNDS
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 6, 1994
A special meeting of the shareholders of TRADEMARK FUNDS (the
"Trust"), will be held on May 6, 1994. The Trust is comprised of four
separate investment portfolios: Trademark Equity Fund, Trademark
Kentucky Municipal Bond Fund, Trademark Short-Intermediate Government
Fund, and Trademark Government Income Fund (individually referred to as
a "Portfolio" or collectively as the "Portfolios"). The meeting will be
held at the Trust's offices on the 19th Floor of the Federated Investors
Tower, Liberty Avenue at Grant Street, Pittsburgh, Pennsylvania
15222-3779 at 2:00 P.M., May 6, 1994, for the following purposes:
(1) To elect a new Board of Trustees;
(2) To approve or disapprove a new Investment Advisory Contract
between the Trust and Liberty National Bank and Trust Company
of Kentucky; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Trustees have fixed March 28, 1994 as the record date for
determination of shareholders entitled to vote at this special meeting.
By Order of the Trustees
John W. McGonigle
April 4, 1994
Secretary
SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY TO AVOID ADDITIONAL
EXPENSE.
YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED
PROXY. IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE
AND RETURN THE ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE
REPRESENTED AT THE SPECIAL MEETING. THE ENCLOSED ENVELOPE REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
TRADEMARK FUNDS
19th Floor, Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
PRELIMINARY PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees
of the Trust. The proxy is revocable at any time before it is voted by
sending written notice of the revocation to the Trust or by appearing
personally at the May 6, 1994 special meeting of shareholders ("Special
Meeting"). The cost of preparing and mailing the notice of meeting, the
proxy ballot, this proxy statement and any additional proxy material has
been or is to be borne by the Trust. Proxy solicitations will be made
primarily by mail, but may also be made by telephone, telegraph, or
personal interview conducted by certain officers or employees of the
Trust, of Liberty National Bank and Trust Company of Kentucky (the
Trust's adviser), of Federated Services Company (the Trust's transfer
agent), or of Federated Administrative Services (the Trust's
administrator). In the event that the shareholder signs, dates and
returns the proxy ballot but does not indicate a choice as to any of the
items on the proxy ballot, the proxy attorneys will vote those shares in
favor of such proposal(s).
On March 28, 1994, the following four Portfolios of the Trust had
outstanding the following number of shares of beneficial interest
("Shares"), each Share being entitled to one vote. The total
outstanding shares of the Trust consist of:
Trademark Equity Fund _____ Shares
Trademark Kentucky Municipal Bond Fund _____ Shares
Trademark Short-Intermediate Government Fund _____ Shares
Trademark Government Income Fund _____ Shares
Only shareholders of record at the close of business on March 28,
1994, will be entitled to notice of and to vote at the Special Meeting.
A majority of the outstanding Shares of each of the Trademark Equity
Fund, Trademark Kentucky Municipal Bond Fund, Trademark
Short-Intermediate Government Fund, and Trademark Government Income
Fund, represented in person or by proxy, shall be required to constitute
a quorum at the Special Meeting.
For purposes of determining the presence of a quorum and counting
votes on the matters presented, Shares represented by abstentions and
"broker non-votes" will be counted as present, but not as votes cast, at
the Special Meeting. Under the Trust's Declaration of Trust, the
election of Trustees will be determined on the basis of a percentage of
the votes cast at the Special Meeting. Under the Investment Company Act
of 1940 (the "1940 Act"), the affirmative vote necessary to approve a
new Investment Advisory contract and other matters may be determined
with reference to a percentage of votes present at the Special Meeting,
which would have the effect of treating abstentions and non-votes as if
they were votes against the proposal.
ELECTION OF TRUSTEES
The Trust is managed by a Board of Trustees (the "Board" or
"Trustees"). The Board is responsible for managing the Trust's
business affairs and for exercising all of the Trust's powers except
those reserved for the shareholders. As of the date of this proxy
statement, the Board (the "Present Board") consists of eleven Trustees
(the "Present Trustees"). All of the Present Trustees have served in
that capacity continuously since August 6, 1992.
The Trust's Board of Trustees recently approved a proposal for the
appointment of a new board that would serve in place of the Present
Trustees, subject to approval by shareholders of the Trust.
While the Present Trustees have proposed that the Nominees
succeed the Present Board (subject to shareholder approval), the
Present Trustees, as of the date of this proxy statement, have not
considered any changes in the service providers to the Trust. Liberty
National Bank and Trust Company of Kentucky (the "Adviser") will
continue to manage the Trust's investments.
The Present Trustees have nominated the four Nominees listed
below to serve as Trustees and to manage the Trust's affairs, subject
to shareholder election at the special meeting. The Present Trustees
are currently serving as Trustees and will continue to serve in their
present capacities until the results of the shareholder vote at the
Special Meeting are certified and recorded, and the Nominees will then
become Trustees. In the event that the shareholders do not elect the
Nominees at the Special Meeting, the Present Trustees will continue to
serve in their current capacities, and will consider what action, if
any, should be taken.
At the Special Meeting, votes will be taken on the election of
the Nominees to serve as Trustees of the Trust to hold office until the
election and qualification of their successors. None of the Nominees
is related to one another. None of the Nominees is presently serving
as a Trustee of the Trust. All of the Nominees have consented to serve
if elected at the Special Meeting. The Nominees will be elected by a
plurality of votes cast at the Special Meeting.
THE NOMINEES
The Nominees for election as Trustees are listed below with their
ages, principal occupations for the past five years, and present
positions, including any affiliation with the Adviser or its
subsidiaries, Federated Investors, Federated Securities Corp., Federated
Services Company, Federated Administrative Services, or the Funds (as
such term is defined in the section entitled "The Present Trustees and
Officers" of this proxy statement). None of the nominees is affiliated
with Banc One Corporation ("Banc One") which is the entity which would
control the Adviser upon consummation of the merger described in the
section entitled "Approval or Disapproval of a New Investment Advisory
Contract ("New Contract").
_______________________________________________________________
Principal Occupations During the
Name and Address Past Five Years and Affiliations
Age
Peter C. Marshall From 1992 to present, DCI
Marketing, 51
2727 W. Good Hope Road Inc. President and Treasurer.
Milwaukee, WI 53209 From August 1987 to 1992 has
served
as an officer in the corporate
finance
group of Blunt, Ellis & Loewi and
its successor corporation Kemper
Securities, Inc.; since 1985 has
served
as Trustee of the The One Group.
Charles I. Post From July, 1986 to present has
been self- 66
employed as a consultant; since
1985 has
served as Trustee of the The One
Group.
John S. Randall Since 1972 has been self-employed
as a 81
management consultant; since 1985
has
served as Trustee of the The One
Group.
Frederick W. Ruebeck From June, 1988 to present has
been 54
Director of Investments, Eli
Lilly and
Company; since 1990 has served
as Trustee of the The One Group.
The Nominees own less than 1% of the Trust's outstanding shares.
The Present Board is comprised of eleven Trustees, two of whom are
deemed to be "interested persons" of the Trust as defined in the Act.
If the Nominees are elected, the Trust's Board will be comprised of four
non-interested Trustees and no interested Trustee(s). The Present Board
met four times during the fiscal year ended January 31, 1994, and each
of the Present Trustees attended all of the Board meetings. It is
anticipated that the Nominees, upon being elected Trustees, will meet at
least four times a year at regularly scheduled meetings. The
committees, organization and activities of the Present Board are
described in the section entitled "The Present Trustees and Officers" in
this proxy statement. The Nominees have not yet made any decision with
respect to whether to delegate responsibilities to similar committees.
If any Nominee for election as a Trustee named above shall by
reason of death or for any other reason become unavailable as a
candidate at the Special Meeting, votes pursuant to the enclosed proxies
will be cast for a substitute candidate by the attorneys named therein,
or their substitutes, present and acting at the Special Meeting. Any
such substitute candidate for election as an interested Trustee shall be
nominated by the Present Board's Executive Committee. The Present
Trustees have no reason to believe that any Nominee will become
unavailable for election as a Trustee.
The Trust's annual report for the year ended January 31, 1994 has
previously been furnished to the shareholders.
THE PRESENT BOARD OF TRUSTEES RECOMMENDS THAT
SHAREHOLDERS ELECT THE NOMINEES
THE PRESENT BOARD OF TRUSTEES AND OFFICERS
The Present Trustees and officers are listed with their addresses,
principal occupations, and present positions, including any affiliation
with Federated Investors, Federated Securities Corp., Federated Services
Company, Federated Administrative Services, and the Funds (as defined
below).
Principal Occupations
during the past five
Name and Address years and Affiliations Age
John F. Donahue@* Chairman and Trustee, Federated 69
Federated Investors Investors; Chairman and Trustee,
Tower Federated Advisers, Federated
Pittsburgh, PA Management, and Federated
Research; Director, AEtna Life
and Casualty Company; Chief
Executive Officer and Director,
Trustee, or Managing General
Partner of the Funds; formerly,
Director, The Standard Fire
Insurance Company.
John T. Conroy, Jr. President, Investment Properties 56
Wood/IPC Commercial Corporation; Senior Vice-President,
Department John R. Wood and Associates, Inc.,
John R. Wood and Realtors; President, Northgate
Associates, Inc., Realtors
Village Development Corporation;
3255 Tamiami Trail North General Partner or Trustee in
Naples, FL private real estate ventures in
Southwest Florida; Director,
Trustee, or Managing General
Partner of the Funds; formerly,
President, Naples Property
Management, Inc.
William J. Copeland Director and Member of the
75
One PNC Plaza - 23rd Floor Executive Committee, Michael
Pittsburgh, PA Baker, Inc.; Director, Trustee,
or Managing General Partner of
the Funds; formerly, Vice
Chairman and Director, PNC
Bank, N.A., and PNC Bank Corp.
and Director, Ryan Homes, Inc.
James E. Dowd Attorney-at-law; Director, The
71
571 Hayward Mill Road Emerging Germany Fund, Inc.;
Concord, MA Director, Trustee, or Managing
General Partner of the Funds;
formerly, Director, Blue Cross
of Massachusetts, Inc.
Lawrence D. Ellis, M.D. Hematologist, Oncologist, and
61
3471 Fifth Avenue Internist, Presbyterian and
Suite 1111 Montefiore Hospitals; Clinical
Pittsburgh, PA Professor of Medicine and
Trustee, University of
Pittsburgh; Director, Trustee,
or Managing General Partner of
the Funds.
Edward L. Flaherty, Jr.@ Attorney-at-law; Partner, Meyer
69
5916 Penn Mall and Flaherty; Director, Eat'N
Pittsburgh, PA Park Restaurants, Inc., and
Statewide Settlement Agency,
Inc.; Director, Trustee, or
Managing General Partner of
the Funds; formerly, Counsel,
Horizon Financial, F.A.,
Western Region.
Edward C. Gonzales * President and Treasurer of the
64
Federated Investors Trust; Trustee, Federated Investors;
Tower staff member, Federated
Pittsburgh, PA Securities Corp. and Federated
Administrative Services.
Peter E. Madden Consultant; State Representative,
51
225 Franklin Street Commonwealth of Massachusetts;
Boston, MA Director, Trustee, or Managing
General Partner of the Funds;
formerly, President, State Street
Bank and Trust Company and
State Street Boston Corporation
and Trustee, Lahey Clinic
Foundation, Inc.
Gregor F. Meyer Attorney-at-law; Partner, Meyer
67
5916 Penn Mall and Flaherty; Chairman, Meritcare,
Pittsburgh, PA Inc.; Director, Eat'N Park
Restaurants, Inc.; Director,
Trustee,
or Managing General Partner of the
Funds; formerly, Vice Chairman,
Horizon Financial, F.A.
Wesley W. Posvar Professor, Foreign Policy and
68
1202 Cathedral of Management Consultant; Trustee,
Learning Carnegie Endowment for
University of Pittsburgh International Peace, RAND
Pittsburgh, PA Corporation, Online Computer
Library Center, Inc., and U.S.
Space Foundation; Chairman,
Czecho Slovak Management
Center; Director, Trustee, or
Managing General Partner of the
Funds; President Emeritus,
University of Pittsburgh; formerly,
Chairman, National Advisory
Council for Environmental Policy
and Technology.
Marjorie P. Smuts Public relations/marketing
58
4905 Bayard Street consultant; Director, Trustee,
Pittsburgh, PA or Managing General Partner of
the Funds.
* This Trustee is deemed to be an "interested person" of the Trust as
defined in the Investment Company Act of 1940.
@ Member of the Trust's Executive Committee. The Executive Committee
of the Board of Trustees handles the responsibilities of the Board of
Trustees between meetings of the Board.
"The Funds" and "Funds" mean the following investment companies:
A. T. Ohio Municipal Money Fund; American Leaders Fund, Inc.; Annuity
Management Series; Automated Cash Management Trust; Automated Government
Money Trust; The Boulevard Funds; California Municipal Cash Trust; Cash
Trust Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D.
Jones & Co. Daily Passport Cash Trust; FT Series, Inc.; Federated ARMs
Fund; Federated Exchange Fund, Ltd.; Federated GNMA Trust; Federated
Government Trust; Federated Growth Trust; Federated High Yield Trust;
Federated Income Securities Trust; Federated Income Trust; Federated
Index Trust; Federated Intermediate Government Trust; Federated Master
Trust; Federated Municipal Trust; Federated Short-Intermediate
Government Trust; Federated Short-Term U.S. Government Trust; Federated
Stock Trust; Federated Tax-Free Trust; Federated U.S. Government Bond
Fund; First Priority Funds; Fixed Income Securities, Inc.; Fortress
Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal Income
Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S. Government
Securities, Inc.; Government Income Securities, Inc.; High Yield Cash
Trust; Insight Institutional Series, Inc.; Insurance Management Series;
Intermediate Municipal Trust; Investment Series Funds, Inc.; Investment
Series Trust; Liberty Equity Income Fund, Inc.; Liberty High Income Bond
Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty U.S.
Government Money Market Trust; Liberty Term Trust, Inc. - 1999; Liberty
Utility Fund, Inc.; Liquid Cash Trust; Mark Twain Funds; Money Market
Management, Inc.; Money Market Obligations Trust; Money Market Trust;
Municipal Securities Income Trust; New York Municipal Cash Trust; 111
Corcoran Funds; The Peachtree Funds; The Planters Funds; Portage Funds;
RIMCO Monument Funds; The Shawmut Funds; Short-Term Municipal Trust;
Signet Select Funds; Star Funds; The Starburst Funds; The Starburst
Funds II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; Trademark Funds; Trust for Financial
Institutions; Trust For Government Cash Reserves; Trust for Short-Term
U.S. Government Securities; Trust for U.S. Treasury Obligations.
During the fiscal year ended January 31, 1994, there were four
meetings of the Board of Trustees. The Trustees did not receive fees
from the Trust. All Trustees were reimbursed for expenses for
attendance at the meeting.
Other than its Executive Committee, the Trust has one Board
committee, the Audit Committee. Generally, the function of the Audit
Committee is to assist the Board in fulfilling its duties relating to
the Trust's accounting and financial reporting practices and to serve as
a direct line of communication between the Board and the independent
auditors. The specific functions of the Audit Committee include
recommending the engagement or retention of the independent auditors,
reviewing with the independent auditors the plan and the results of the
auditing engagement, approving professional services provided by the
independent auditors prior to the performance of such services,
considering the range of audit and non-audit fees, reviewing the
independence of the independent auditors, reviewing the scope and
results of the Trust's procedures for internal auditing, and reviewing
the Trust's system of internal accounting controls.
Messrs. Flaherty, Copeland, and Dowd serve on the Audit Committee.
These Trustees are not interested Trustees of the Trust. During the
fiscal year ended January 31, 1994, there were five meetings of the
Audit Committee. All of the members of the Audit Committee were present
at the meetings. Audit Committee members did not receive fees from the
Trust.
The executive officers of the Trust are elected annually by the
Board of Trustees. Each officer holds the office at the Trustees'
pleasure and until qualification of his successor. The names, addresses
and ages of the executive officers of the Trust who are not listed above
under "Election of Trustees" and their principal occupations during the
last five years are as follows:
Principal Occupations
during the past five
Name and Address years and Affiliations Age
J. Christopher Donahue Vice President of the Trust;
President 44
Federated Investors and Trustee, Federated Investors;
Trustee,
Tower Federated Advisers, Federated
Manage-
Pittsburgh, PA ment, and Federated Research;
President
and Trustee, Federated
Administrative
Services; President or Vice
President of
the Funds; Director, Trustee, or
Managing
General Partner of some of the
Funds. Mr.
Donahue is the son of John F.
Donahue,
Chairman and Trustee of the Trust.
Richard B. Fisher Vice President of the Trust;
Executive 70
Federated Investors Vice President and Trustee,
Federated
Tower Investors; Chairman and Director,
Pittsburgh, PA Federated Securities Corp.;
President or
Vice President of the Funds;
Director or
Trustee of some of the Funds.
John W. McGonigle Vice President and Secretary of the
Trust; 55
Federated Investors Vice President, Secretary, General
Counsel,
Tower and Trustee, Federated Investors;
Vice
Pittsburgh, PA President, Secretary, and Trustee,
Federated
Advisers, Federated Management, and
Federated Research; Trustee,
Federated
Services Company; Executive Vice
President, Secretary, and Trustee,
Federated
Administrative Services; Director
and
Executive Vice President, Federated
Securities Corp.; Vice President and
Secretary of the Funds.
John A. Staley, IV Vice President of the Trust; Vice
President 50
Federated Investors and Trustee, Federated Investors;
Tower Executive Vice President, Federated
Pittsburgh, PA Securities Corp.; President and
Trustee,
Federated Advisers, Federated
Management,
and Federated Research; Vice
President of
the Funds; Director, Trustee, or
Managing
General Partner of some of the
Funds;
formerly, Vice President, The
Standard Fire
Insurance Company and President of
its
Federated Research Division.
Craig P. Churman Vice President and Assistant
Treasurer of 36
Federated Investors the Trust; Vice President, Federated
Tower Administrative Services; Vice
President
Pittsburgh, PA and Assistant Treasurer of some of
the Funds.
Officers and Trustees own less than 1% of the Trust's outstanding
shares.
Federated Administrative Services is the Trust's administrator.
For the fiscal year ended January 31, 1994, administrative fees were
$381,095.
In addition, John A. Staley, IV, an officer of the Trust, holds
approximately 15% of the outstanding common stock and serves as a
Director of Commercial Data Services, Inc., a company which provides
computer processing services to Federated Administrative Services and
Federated Administrative Services, Inc. For the fiscal year ended
January 31, 1994, Federated Administrative Services paid approximately
$161,054 for services provided by Commercial Data Services, Inc. to a
number of investment companies, including the Trust.
Federated Securities Corp., the principal underwriter for the
Trust, and Federated Administrative Services are both wholly-owned
subsidiaries of Federated Investors. Their address is Federated
Investors Tower, Pittsburgh, Pennsylvania 15222-3779.
APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT
ADVISORY CONTRACT ("NEW CONTRACT")
Liberty National Bank and Trust Company of Kentucky, 416 West
Jefferson Street, Louisville, Kentucky 40202, has served as investment
adviser to the Trust pursuant to an investment advisory contract dated
December 1, 1992 (the "Present Contract"). The Adviser is a
wholly-owned subsidiary of Liberty National Bancorp, Inc. ("Liberty
Bancorp"), the largest independent bank holding company headquartered in
Kentucky. Liberty Bancorp conducts a wide range of commercial and
personal banking activities through its eight subsidiary financial
institutions located throughout Kentucky and southern Indiana and,
through its non-banking subsidiaries, provides life insurance, leasing,
brokerage and retail loan services.
On November 2, 1993, Liberty Bancorp and Banc One signed a
definitive Merger Agreement ("Merger Agreement"). Consummation of the
transaction contemplated by the Merger Agreement, as it may be amended
from time to time (the "Merger"), will cause the Adviser to become an
indirect wholly-owned subsidiary of Banc One. Such a change in ownership
of the Adviser would automatically terminate the Present Contract in
accordance with its terms as required by the 1940 Act. Thus, in order
to ensure continuity in the provision of investment advisory services to
the Trust, approval of the New Contract by the shareholders of the Trust
is being sought.
On February 23, 1994, the Trustees of the Trust, including a
majority of the Trustees who are not interested Trustees, approved the
New Contract with the Adviser to act as the Trust's investment adviser.
The terms of the New Contract are substantially similar in all material
respects to the Present Contract, except for the effective date which,
in the case of the New Contract, will be the date of the consummation of
the Merger (the "Closing Date"). It is currently expected that the
Closing Date will occur on or before October 15, 1994.
Copies of the Present Contract and the New Contract appear as
Exhibits A and B, respectively, to this proxy statement.
As under the terms of the Present Contract, the New Contract
provides that, subject to the direction of the Board of Trustees, the
Adviser will provide investment research, advice, management, and
supervision of the investments of the Trust and will conduct a
continuous program of investment evaluation and of appropriate sale or
other disposition and reinvestment of the Trust's assets. For its
services, the Adviser is entitled to receive annual investment advisory
fees as follows:
Trademark Equity Fund .85 of 1%
of average daily net assets
Trademark Kentucky Municipal
Bond Fund
.50 of 1% of average daily net assets
Trademark Short-Intermediate
Government Fund
.60 of 1% of average daily net assets
Trademark Government Income Fund .60 of 1%
of average daily net assets
Both the Present Contract and the New Contract provide that the
Trust shall pay all of its own expenses. These expenses include
expenses of administrative personnel and services provided to the Trust
by Federated Administrative Services at an annual rate as described in
the Trust's prospectus. Both the Present Contract and the New Contract
provide that the Adviser may, from time to time, and for such periods as
it deems appropriate, reduce its compensation by voluntarily limiting
the expenses of the Trust. For the period from February 22, 1993 (date
of initial public investment) to July 31, 1993, the Adviser earned
investment advisory fees as follows:
Trademark Equity Fund: $317,669 of which $165,268 was waived.
Trademark Kentucky Municipal Bond Fund: $70,642, all of which was
waived.
Trademark Short-Intermediate Government Fund: $101,586 of which $51,426
was waived.
Trademark Government Income Fund: $183,176 of which $61,799 was waived.
If approved by shareholders at this Special Meeting, the New
Contract will continue for two years after it takes effect, unless
terminated, and may be continued from year to year thereafter by the
Board of Trustees. The continuation of the New Contract must be
approved by a majority vote of the Trustees, including a majority of the
Trustees who are not interested Trustees, cast in person at a meeting
called for that purpose. The Adviser has the right, in any year, to
notify the Trust in writing at least 60 days before the New Contract
anniversary date that it does not desire a renewal of the New Contract.
The Trustees, or a majority of the outstanding voting shares of the
Trust, may terminate the New Contract at any time without penalty by
giving the Adviser 60 days' written notice. The New Contract may not be
assigned by the Adviser and shall terminate automatically in the event
of an assignment. The New Contract provides that it may be amended by a
vote of both a majority of the Trustees, including a majority of the
Trustees who are not interested Trustees, and on behalf of a Portfolio
by the holders of a majority of the outstanding voting shares of each
Portfolio.
As the Present Contract does, the New Contract provides that in the
absence of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the obligations or duties of the Adviser under the New
Contract, the Adviser shall not be liable to the Trust or to any
shareholder for any act or omission in the course of, or connected in
any way with, rendering services or for any losses that may be sustained
in the purchase, holding, or sale of any security.
The Trustees of the Trust, including the Trustees who are not
interested Trustees, reviewed and unanimously approved the New Contract
and directed that it be submitted to shareholders for their approval.
Approval of the New Contract with respect to each Portfolio
requires the affirmative vote of: (a) 67% or more of the shares of the
Portfolio present at the Special Meeting, if the holders of more than
50% of the outstanding shares of that Portfolio are present or
represented by proxy, or (b) more than 50% of the outstanding shares of
that Portfolio, whichever is less. If the New Contract is approved by
shareholders of one or more Portfolios and the Merger is consummated,
the New Contract will be executed and become effective with respect to
such Portfolio(s) on the Closing Date. In the event the Merger is not
consummated, the Present Contract will continue in accordance with its
terms. If the Merger is consummated and if the New Contract is not
approved by the shareholders of any Portfolio , the Present Contract
will terminate and the Board of Trustees will consider what actions
should be taken, including but not limited to requesting that the
Adviser perform investment advisory services at cost until a new
investment advisory contract is approved by the shareholders of that
Portfolio .
There are various conditions precedent to the consummation of the
Merger including approval of the shareholders of Liberty Bancorp, and
approval of regulatory authorities. The Merger Agreement may be
terminated and the Merger abandoned at any time prior to the Closing
Date by the mutual consent of Liberty National and Banc One or upon the
occurrence of other events specified in the Merger Agreement.
TRUSTEES' RECOMMENDATIONS AND OTHER INFORMATION
The New Contract was unanimously approved by the Board of Trustees
of the Trust including those Trustees who are not interested persons of
the Trust as that term is defined in the 1940 Act at a meeting held on
February 23, 1994. By approving the New Contract, the Trustees have
acted in what they believe to be the best interest of the shareholders
of the Trust. The Trustees have received from the Adviser and reviewed
such information as the Trustees believe to be relevant to the Trustees'
considerations. In connection with the approval of the New Contract,
the Trustees were advised by the Adviser that those persons currently
responsible for management of the Trust's assets and administration of
the Trust will have similar responsibilities to the Trust's subsequent
to consummation of the Merger. The Adviser also advised the Trustees
that Banc One intends to examine all mutual fund activities of the
combined entities subsequent to consummation of the Merger, and that
management of the Trust would be involved in the examinations of these
activities. Accordingly, the Adviser has advised the Trustees that it
is unable to predict whether changes will be recommended which would
materially impact the Trust's operations or when such changes, if
recommended, would be proposed. Nevertheless, the Trustees, including
all members of the Board of Trustees who are not interested persons of
the Trust concluded that the Adviser is fully capable of performing the
services contemplated by the New Contract and recommended that the New
Contract be approved by the shareholders of the Trust.
The 1940 Act provides that in connection with the sale of any
interest in an investment adviser which results in the "assignment" of
an investment advisory contract, an investment adviser of a registered
investment company such as the Trust, or an affiliated person of such
investment adviser, may receive any amount or benefit if (i) for a
period of three years after the sale, at least 75% of the members of the
Board of Trustees of the investment company are not interested persons
of the investment adviser or the predecessor adviser, and (ii) there is
no "unfair burden" imposed on the investment company as a result of such
sale or any express or implied terms, conditions or understanding
applicable thereto. For this purpose, "unfair burden" is defined to
include any arrangement during the two-year period after the
transaction, whereby the investment adviser or its predecessor or
successor investment advisers, or any interested persons of any such
adviser, receives or is entitled to receive any compensation directly or
indirectly (i) from any person in connection with the purchase or sale
of securities or other property to, from or on behalf of the investment
company other than bona fide ordinary compensation as principal
underwriter for such company, or (ii) from the investment company or its
security holders for other than bona fide investment advisory or other
services. This provision of the 1940 Act was enacted by Congress in
1975 to make it clear that an investment adviser (or an affiliated
person of the adviser) can realize a profit on the sale of the adviser's
business subject to the two safeguards described above. The Board of
Trustees of the Trust has requested and received assurances from the
Adviser that no "unfair burden" will be imposed on the Trust as a result
of the proposed transaction.
Banc One Corporation
Banc One Corporation, a bank holding company, is a financial
services company headquartered at (ADDRESS). At September 30,1993, Banc
One had an asset base of $76.5 billion, with over 78 banks with 1,320
banking offices in Arizona, California, Colorado, Illinois, Indiana,
Kentucky, Michigan, Ohio, Texas, Utah, West Virginia and Wisconsin.
Banc One Corporation's major business activities include providing
traditional banking and associated financial services to consumer,
business, and commercial markets. Banc One also operates several
additional corporations that engage in data processing, venture capital,
investment and merchant banking, trust, brokerage, investment
management, equipment leasing, mortgage banking, consumer finance and
insurance.
Banc One Investment Advisors Corporation ("BOIA") is a wholly-owned
indirect subsidiary of Banc One Corporation, BOIA acts as investment
adviser to the One Group, a family of 31 mutual funds. The following
schedule lists the advisory fees for each of the One Group Funds and
their approximate net assets , in parentheses, as of December 31, 1993.
Net Assets as of Advisory
Name of Fund December 31, 1993 Fee
The U.S. Treasury Securities $707,827,000 .35%
Money Market Fund
The Prime Money Market Fund $1,232,811,000 .35%
The Municipal Money Market Fund $302,410,000 .35%
The Ohio Municipal $50,104,000 .30%
Money Market Fund
The Income Equity Fund $229,566,000 .74%
The Disciplined Value Fund $339,573,000 .74%
The Small Company Growth Fund $342,591,000 .74%
The Blue Chip Equity Fund $120,695,000 .74%
The International Equity $93,100,000 .55%
Index Fund
The Equity Index Fund $140,004,000 .30%
The Large Company Value Fund $136,615,000 .74%
The Large Company Growth Fund $ 0 .74%
The Income Bond Fund $557,044,000 .60%
The Limited Volatility Bond Fund $447,013,000 .60%
The Intermediate Bond Fund $ 0 .60%
The Government Bond Fund $148,539,000 .45%
The Government ARM Fund $235,933,000 .55%
The Short-Term Global Bond Fund $24,947,000 .60%
The Asset Allocation Fund $41,649,000 .65%
The Tax-Free Bond Fund $130,514,000 .45%
The Intermediate Tax-Free $193,142,000 .60%
Bond Fund
The Ohio Municipal Bond Fund $116,459,000 .60%
The Texas Tax-Free Bond Fund $ 0 .60%
The West Virginia Tax-Free $ 0 .60%
Bond Fund
The Kentucky Tax-Free Bond Fund $ 0 .60%
The Arizona Tax-Free Bond Fund $ 0 .60%
The Treasury Money Market Fund $ 0 .08%
The Treasury Only $198,912,000 .08%
Money Market Fund
The Government $497,353,000 .08%
Money Market Fund
The Tax Exempt $ 0 .08%
Money Market Fund
The Institutional Prime $ 0 .08%
Money Market Fund
The principal executive officers and directors of BOIA are:
Name Position with BOIA
David J. Kundert Director, President and
Chief Executive Officer
Philip J. Hunt Chief Financial Officer
Matthew S. Hardin Director
E. Lynn Plaster Director
Garrett H. Jamison Director
William B. Naryka Director
William C. Wemer Director
John G. Alexander Director
Paul F. Walsh Director
Each of the above is employed by Banc One Corporation and/or one or more
of its direct or indirect subsidiaries. None have other substantial
business, professional, vocational, or employment activities.
Liberty National Bank and Trust Company of Kentucky
The Adviser is a national bank tracing its origins to 1854. The
Adviser has been managing trust assets for over 100 years with
approximately $2.7 billion in managed assets as of July 31, 1993. The
Adviser has served as investment adviser to the Trademark Funds since
their inception in February, 1993. The Adviser has not previously
served as an investment adviser to a mutual fund.
Clarence V. Lee is the manager of the Short-Intermediate
Government Fund and the Government Income Fund, and is a senior Vice
President for the Adviser. Mr. Lee has been an investment analyst for
over 35 years and has been responsible for the management of fixed
income portfolios of the Adviser for the past ten years. Prior to
joining the Adviser, he held the position of economist at Old Kent
Financial Corporation. Mr. Lee is a Chartered Financial Analyst and a
graduate of Yale University.
Jacqueline M. Tytus manages the Equity Fund, and is also
responsible for all equity investment research in the Trust Division of
the Adviser, where she is a Senior Vice President. Prior to joining the
Adviser in 1992, she was Vice President and Director of the Investment
Strategy Group at Citizens Fidelity Bank and Trust Company of
Louisville, where she served for ten years. Ms. Tytus earned her MBA at
Webster University, is a Chartered Financial Analyst, and is a past
president of the Louisville Society of Financial Analysts.
Ronald M. Holt is the manager of the Kentucky Municipal Bond Fund and is
an Executive Vice President for the Adviser. Mr. Holt is a Certified
Financial Planner, Certified Trust and Financial Adviser, and has more
then 20 years experience in the fixed income securities markets. Prior
to joining the Adviser in 1990, he held the position of director and
executive vice president at First American Trust Company. Mr. Holt is a
Chartered Financial Analyst candidate and is a graduate of Virginia
Polytechnic Institute.
The principal executive officers and directors of the Adviser are:
Other Substantial
Position with Business,
Profession,
Name the Adviser Vocation or
Employment
Malcolm B. Chancey, Jr. Chairman of the Board, None
Chief Executive Officer
and Director
R. K. Guillaume President, Director None
Ronald M. Holt Executive Vice President None
W. LeGrande Rives Executive Vice President None
Jack H. Shipman Executive Vice President None
Other Substantial
Position with Business,
Profession,
Name the Adviser Vocation or
Employment
Carl R. Page Executive Vice President, None
Secretary
Carl E. Weigel Executive Vice President, None
Cashier, and Comptroller
Stanley S. Dickson Director Former President,
Kentucky Division
South Central Bell
Telephone Company
Charles H. Dishman III Director President, Tri-City
Oldsmobile, Inc.
Wallace H. Dunbar Director Chairman of the Board,
Americo Group
Owsley Brown Frazier Director Vice Chairman,
Brown-Forman
Corporation
George E. Gans III Director President and Chief
Executive Officer,
Paul Semonin Company
George N. Gill Director Former President and
Publisher,
Courier-Journal and
Louisville Times
Company
Frank B. Hower Director Former Chairman of the
Board, Liberty
National Bancorp, Inc.
Nancy Lampton Director Chairman of the Board,
American Life and
Accident Insurance
Company of Kentucky
Leonard E. Lyles Director President, Lyles
Enterprises, Inc.
Martin S. Margulis Director President, Bacon & Son
James W. McDowell, Jr. Director President, McDowell
Associates
John C. Nichols II Director Vice Chairman,
National Records
Management Corporation
Gouverneur H. Nixon Director Chairman of the Board,
The Williamson Group,
Inc.
Joseph W. Phelps Director Former Chairman of the
Board, Liberty
National Bancorp, Inc.
Other Substantial
Position with Business,
Profession,
Name the Adviser Vocation or
Employment
Cyrus S. Radford, Jr. Director President, The Radford
Company
Max L. Shapira Director Executive Vice
President, Heaven Hill
Distilleries, Inc. and
Vice President,
Shapira Corporation
Dr. Robert L. Taylor Director Dean, School of
Business, University
of Louisville
PORTFOLIO TRANSACTIONS
All portfolio transactions are undertaken on the basis of their
desirability from an investment standpoint. Subject to review by the
Board of Trustees, the Adviser makes decisions on and selects brokers or
dealers for portfolio transactions. The Board of Trustees periodically
reviews and monitors the investment adviser's performance. The purchase
of money market instruments from and their sale to dealers are executed
with recognized dealers in these money market instruments except when a
better execution and price can be obtained elsewhere.
The Adviser may select brokers and dealers who, in addition to
meeting the above requirements, also furnish brokerage and research
services. These services may include advice as to the advisability of
investing in securities, security analyses and reports, economic
studies, industry studies, receipt of quotations for portfolio
valuations and similar services. These services may be furnished either
directly to the Trust, to the Adviser, to advisers who are affiliates of
the Adviser or to accounts advised by those companies. The brokers and
dealers who execute portfolio transactions selected for the above
reasons may also sell shares of the Trust and certain other affiliated
funds. The fact that a broker or dealer may sell shares of the Trust or
any other fund is not a criterion used by the Adviser in selecting a
broker or dealer to execute portfolio transactions on behalf of the
Trust.
The Adviser, in selecting brokers or dealers to execute portfolio
transactions, exercises reasonable business judgment and determines in
good faith that commissions charged by such persons are reasonable in
relationship to the value of the brokerage and research services
provided by such persons, viewed in terms of the overall
responsibilities of the Adviser and its affiliated companies with
respect to the Trust itself and the other accounts to which they render
investment advice. As a practical matter, the benefits inuring to these
companies or accounts are not divisible. To the extent that the receipt
of the above-described services may supplant services for which the
Adviser might otherwise have paid, it would, of course, tend to reduce
its expenses. The same is true of services furnished to the Trust and
in turn made available by the Trust to the Adviser or its affiliates.
The Adviser does not lower its fee as a consequence of receiving such
services.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT
THE SHAREHOLDERS APPROVE THE NEW INVESTMENT
ADVISORY CONTRACT
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
While the Special Meeting is called to act upon any other business
that may properly come before it, at the date of this proxy statement
the only business which the management intends to present or knows that
others will present is the business mentioned in the Notice of Meeting.
If any other matters lawfully come before the Special Meeting, and in
all procedural matters at said Special Meeting, it is the intention that
the enclosed proxy shall be voted in accordance with the best judgment
of the attorneys named therein, or their substitutes, present and acting
at the Special Meeting.
If at the time any session of the Special Meeting is called to
order, a quorum is not present in person or by proxy, the persons named
as proxies may vote those proxies which have been received to adjourn
the Special Meeting to a later date. In the event that a quorum is
present but sufficient votes in favor of one or more of the proposals
have not been received, the persons named as proxies may propose one or
more adjournments of the Special Meeting to permit further solicitation
of proxies with respect to any such proposal. All such adjournments
will require the affirmative vote of a majority of the Shares present in
person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxies will vote those proxies which
they are entitled to vote in favor of the proposal, in favor of such an
adjournment, and will vote those proxies required to be voted against
the proposal, against any such adjournment. A vote may be taken on one
or more of the proposals in this proxy statement prior to any such
adjournment if sufficient votes for its approval have been received and
it is otherwise appropriate.
The following list indicates the beneficial ownership of the
shareholders who, to the best knowledge of the Trust, are the beneficial
owners of more than 5% of the outstanding Shares of the Trust as of
March 28, 1994:
[to be inserted]
If you do not expect to attend the Special Meeting, please sign
your proxy card promptly and return it in the enclosed envelope to avoid
unnecessary expense and delay. No postage is necessary.
By Order of the Trustees
John W. McGonigle
Secretary
April 4, 1994
EXHIBIT A ("PRESENT CONTRACT")
TRADEMARK FUNDS
INVESTMENT ADVISORY CONTRACT
This Contract is made this 1st day of December, 1992, between
Liberty National Bank and Trust Company of Louisville, a national
banking association having its principal place of business in
Louisville, Kentucky (the "Adviser"), and Trademark Funds, a
Massachusetts business trust having its principal place of business in
Pittsburgh, Pennsylvania (the "Trust").
WHEREAS the Trust is an open-end management investment company as
that term is defined in the Investment Company Act of 1940 and is
registered as such with the Securities and Exchange Commission; and
WHEREAS Adviser is engaged in the business of rendering investment
advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. The Trust hereby appoints Adviser as Investment Adviser for each
of the portfolios ("Funds") of the Trust for which the Trust executes an
exhibit to this Contract, and Adviser accepts the appointments. Subject
to the direction of the Trustees of the Trust, Adviser shall provide
investment research and supervision of the investments of the Funds and
conduct a continuous program of investment evaluation and of appropriate
sale or other disposition and reinvestment of each Fund's assets.
2. Adviser, in its supervision of the investments of each of the
Funds will be guided by each of the Fund's investment objective and
policies and the provisions and restrictions contained in the
Declaration of Trust and By-Laws of the Trust and as set forth in the
Registration Statements and exhibits as may be on file with the
Securities and Exchange Commission.
3 Each Fund shall pay or cause to be paid all of its own expenses
and its allocable share of Trust expenses, including, without
limitation, the expenses of organizing the Trust and continuing its
existence; fees and expenses of Trustees and officers of the Trust; fees
for investment advisory services and administrative personnel and
services; fees and expenses of preparing and printing its Registration
Statements under the Securities Act of 1933 and the Investment Company
Act of 1940 and any amendments thereto; expenses of registering and
qualifying the Trust, the Funds, and shares ("Shares") of the Funds
under federal and state laws and regulations; expenses of preparing,
printing, and distributing prospectuses (and any amendments thereto) to
shareholders; interest expense, taxes, fees, and commissions of every
kind; expenses of issue (including cost of Share certificates),
purchase, repurchase, and redemption of Shares, including expenses
attributable to a program of periodic issue; charges and expenses of
custodians, transfer agents, dividend disbursing agents, shareholder
servicing agents, and registrars; printing and mailing costs, auditing,
accounting, and legal expenses; reports to shareholders and governmental
officers and commissions; expenses of meetings of Trustees and
shareholders and proxy solicitations therefor; insurance expenses;
association membership dues and such nonrecurring items as may arise,
including all losses and liabilities incurred in administering the Trust
and the Funds. Each Fund will also pay its allocable share of such
extraordinary expenses as may arise including expenses incurred in
connection with litigation, proceedings, and claims and the legal
obligations of the Trust to indemnify its officers and Trustees and
agents with respect thereto.
4. Each of the Funds shall pay to Adviser, for all services rendered
to each Fund by Adviser hereunder, the fees set forth in the exhibits
attached hereto.
5. The net asset value of each Fund's Shares as used herein will be
calculated to the nearest 1/10th of one cent.
6. The Adviser may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume
expenses of one or more of the Funds) to the extent that any Fund's
expenses exceed such lower expense limitation as the Adviser may, by
notice to the Fund, voluntarily declare to be effective.
7. This contract shall begin for each Fund as of the date of
execution of the applicable exhibit and shall continue in effect with
respect to each Fund presently set forth on an exhibit (and any
subsequent Funds added pursuant to an exhibit during the initial term of
this contract) for two years from the date of this contract set forth
above and thereafter for successive periods of one year, subject to the
provisions for termination and all of the other terms and conditions
hereof if: (a) such continuation shall be specifically approved at
least annually by the vote of a majority of the Trustees of the Trust,
including a majority of the Trustees who are not parties to this
Contract or interested persons of any such party (other than as Trustees
of the Trust), cast in person at a meeting called for that purpose; and
(b) Adviser shall not have notified a Fund in writing at least sixty
(60) days prior to the anniversary date of this Contract in any year
thereafter that it does not desire such continuation with respect to
that Fund. If a Fund is added after the first approval by the Trustees
as described above, this Contract will be effective as to that Fund upon
execution of the applicable exhibit and will continue in effect until
the next annual approval of this Contract by the Trustees and thereafter
for successive periods of one year, subject to approval as described
above.
8. Notwithstanding any provision in this Contract, it may be
terminated at any time with respect to any Fund, without the payment of
any penalty, by the Trustees of the Trust or by a vote of the
shareholders of that Fund on sixty (60) days' written notice to Adviser.
9. This Contract may not be assigned and shall automatically
terminate in the event of any assignment. Adviser may employ or
contract with such other person, persons, corporation, or corporations
at its own cost and expense as it shall determine in order to assist it
in carrying out this Contract.
10. In the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the obligations or duties under
this Contract on the part of Adviser, Adviser shall not be liable to the
Trust or to any of the Funds or to any shareholder of any of the Funds
for any act or omission in the course of or connected in any way with
rendering services or for any losses that may be sustained in the
purchase, holding, or sale of any security.
11. This Contract may be amended at any time by agreement of the
parties provided that the amendment shall be approved both by the vote
of a majority of the Trustees of the Trust, including a majority of the
Trustees who are not parties to this Contract or interested persons of
any such party to this Contract (other than as Trustees of the Trust)
cast in person at a meeting called for that purpose, and on behalf of a
Fund by a majority of the outstanding voting securities of such Fund.
12. The Adviser acknowledges that all sales literature for investment
companies (such as the Trust) are subject to strict regulatory
oversight. The Adviser agrees to submit any proposed sales literature
for the Trust (or any Fund) or for itself or its affiliates which
mentions the Trust (or any Fund) to the Trust's distributor for review
and filing with the appropriate regulatory authorities prior to the
public release of any such sales literature, provided, however, that
nothing herein shall be construed so as to create any obligation or duty
on the part of the Adviser to produce sales literature for the Trust (or
any Fund). The Trust agrees to cause its distributor to promptly review
all such sales literature to ensure compliance with relevant
requirements, to promptly advise Adviser of any deficiencies contained
in such sales literature, to promptly file complying sales literature
with the relevant authorities, and to cause such sales literature to be
distributed to prospective investors in the Trust.
13. Adviser is hereby expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust and
agrees that the obligations pursuant to this Contract of a particular
Fund and of the Trust with respect to that particular Fund be limited
solely to the assets of that particular Fund, and Adviser shall not seek
satisfaction of any such obligation from any other Fund, the
shareholders of any Fund, the Trustees, officers, employees or agents of
the Trust, or any of them.
14. This Contract shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
15. This Contract will become binding on the parties hereto upon their
execution of the attached exhibits to this Contract.
16. The parties hereto acknowledge that the Adviser has reserved the
right to grant the non-exclusive use of the name "Trademark" or any
derivative thereof to any other investment company, investment company
portfolio, investment adviser, distributor or other business enterprise,
and to withdraw from the Trust and one or more of the Funds the use of
the name "Trademark." The name "Trademark" will continue to be used by
the Trust and each Fund so long as such use is mutually agreeable to the
Adviser and the Trust.
17. The Trust and each of the Funds hereby agree to give Adviser, and
its employees, accountants, attorneys and other authorized
representatives, full access during all mutually agreeable times to all
the premises, properties, books and records (including without
limitation, all corporate minutes and account transfer records) of the
Trust and each of the Funds, and to furnish Adviser with such financial
and operating data, analyses and other information of any kind
respecting the Trust and each of the Funds as Adviser shall from time to
time reasonably request; provided, however, that, to the extent that any
of the foregoing also contains or makes reference to information
regarding other trusts or funds for which Federated Administrative
Services acts as administrator or as to which Federated acts as adviser,
such books, records, data, etc., shall be edited to delete all material
relating or referring to such other trusts or funds.
INVESTMENT ADVISORY CONTRACT
EXHIBIT A
Trademark Equity Fund
For all services rendered by Adviser hereunder, the above-named
Fund of the Trust shall pay to Adviser and Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual
investment advisory fee equal to 0.85 of 1% of the average daily net
assets of the Fund.
The portion of the fee based upon average daily net assets of the
Fund shall be accrued daily at the rate of 1/365th of 0.85 of 1% applied
to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this first day of December, 1992.
Attest: LIBERTY NATIONAL BANK & TRUST
COMPANY OF LOUISVILLE
/s/ Carl Page By:/s/Ronald M. Holt
Secretary Vice President
Attest: TRADEMARK FUNDS
/s/S. Elliott Cohan By:/s/John W. McGonigle
Assistant Secretary Vice President
INVESTMENT ADVISORY CONTRACT
EXHIBIT B
Trademark Government Income Fund
For all services rendered by Adviser hereunder, the above-named
Fund of the Trust shall pay to Adviser and Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual
investment advisory fee equal to 0.60 of 1% of the average daily net
assets of the Fund.
The portion of the fee based upon average daily net assets of the
Fund shall be accrued daily at the rate of 1/365th of 0.60 of 1% applied
to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this first day of December, 1992.
Attest: LIBERTY NATIONAL BANK & TRUST
COMPANY OF LOUISVILLE
/s/ Carl Page By:/s/Ronald M. Holt
Secretary Vice President
Attest: TRADEMARK FUNDS
/s/S. Elliott Cohan By:/s/John W. McGonigle
Assistant Secretary Vice President
INVESTMENT ADVISORY CONTRACT
EXHIBIT C
Trademark Kentucky Municipal Bond Fund
For all services rendered by Adviser hereunder, the above-named
Fund of the Trust shall pay to Adviser and Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual
investment advisory fee equal to 0.50 of 1% of the average daily net
assets of the Fund.
The portion of the fee based upon average daily net assets of the
Fund shall be accrued daily at the rate of 1/365th of 0.50 of 1% applied
to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this first day of December, 1992.
Attest: LIBERTY NATIONAL BANK & TRUST
COMPANY OF LOUISVILLE
/s/ Carl Page By:/s/Ronald M. Holt
Secretary Vice President
Attest: TRADEMARK FUNDS
/s/S. Elliott Cohan By:/s/John W. McGonigle
Assistant Secretary Vice President
INVESTMENT ADVISORY CONTRACT
EXHIBIT D
Trademark Short-Intermediate Government Fund
For all services rendered by Adviser hereunder, the above-named
Fund of the Trust shall pay to Adviser and Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual
investment advisory fee equal to 0.60 of 1% of the average daily net
assets of the Fund.
The portion of the fee based upon average daily net assets of the
Fund shall be accrued daily at the rate of 1/365th of 0.60 of 1% applied
to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this first day of December, 1992.
Attest: LIBERTY NATIONAL BANK & TRUST
COMPANY OF LOUISVILLE
/s/ Carl Page By:/s/Ronald M. Holt
Secretary Vice President
Attest: TRADEMARK FUNDS
/s/S. Elliott Cohan By:/s/John W. McGonigle
Assistant Secretary Vice President
EXHIBIT B ("NEW CONTRACT")
TRADEMARK FUNDS
INVESTMENT ADVISORY CONTRACT
This Contract is made this __ day of _______, 1994, between
Liberty National Bank and Trust Company of Kentucky, a national banking
association having its principal place of business in Louisville,
Kentucky (the "Adviser"), and Trademark Funds, a Massachusetts business
trust having its principal place of business in Pittsburgh, Pennsylvania
(the "Trust").
WHEREAS the Trust is an open-end management investment company as
that term is defined in the Investment Company Act of 1940 and is
registered as such with the Securities and Exchange Commission; and
WHEREAS Adviser is engaged in the business of rendering investment
advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. The Trust hereby appoints Adviser as Investment Adviser for each
of the portfolios ("Funds") of the Trust for which the Trust executes an
exhibit to this Contract, and Adviser accepts the appointments. Subject
to the direction of the Trustees of the Trust, Adviser shall provide
investment research and supervision of the investments of the Funds and
conduct a continuous program of investment evaluation and of appropriate
sale or other disposition and reinvestment of each Fund's assets.
2. Adviser, in its supervision of the investments of each of the
Funds will be guided by each of the Fund's investment objective and
policies and the provisions and restrictions contained in the
Declaration of Trust and By-Laws of the Trust and as set forth in the
Registration Statements and exhibits as may be on file with the
Securities and Exchange Commission.
3 Each Fund shall pay or cause to be paid all of its own expenses
and its allocable share of Trust expenses, including, without
limitation, the expenses of organizing the Trust and continuing its
existence; fees and expenses of Trustees and officers of the Trust; fees
for investment advisory services and administrative personnel and
services; fees and expenses of preparing and printing its Registration
Statements under the Securities Act of 1933 and the Investment Company
Act of 1940 and any amendments thereto; expenses of registering and
qualifying the Trust, the Funds, and shares ("Shares") of the Funds
under federal and state laws and regulations; expenses of preparing,
printing, and distributing prospectuses (and any amendments thereto) to
shareholders; interest expense, taxes, fees, and commissions of every
kind; expenses of issue (including cost of Share certificates),
purchase, repurchase, and redemption of Shares, including expenses
attributable to a program of periodic issue; charges and expenses of
custodians, transfer agents, dividend disbursing agents, shareholder
servicing agents, and registrars; printing and mailing costs, auditing,
accounting, and legal expenses; reports to shareholders and governmental
officers and commissions; expenses of meetings of Trustees and
shareholders and proxy solicitations therefor; insurance expenses;
association membership dues and such nonrecurring items as may arise,
including all losses and liabilities incurred in administering the Trust
and the Funds. Each Fund will also pay its allocable share of such
extraordinary expenses as may arise including expenses incurred in
connection with litigation, proceedings, and claims and the legal
obligations of the Trust to indemnify its officers and Trustees and
agents with respect thereto.
4. Each of the Funds shall pay to Adviser, for all services rendered
to each Fund by Adviser hereunder, the fees set forth in the exhibits
attached hereto.
5. The net asset value of each Fund's Shares as used herein will be
calculated to the nearest 1/10th of one cent.
6. The Adviser may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume
expenses of one or more of the Funds) to the extent that any Fund's
expenses exceed such lower expense limitation as the Adviser may, by
notice to the Fund, voluntarily declare to be effective.
7. This contract shall begin for each Fund as of the date of
execution of the applicable exhibit and shall continue in effect with
respect to each Fund presently set forth on an exhibit (and any
subsequent Funds added pursuant to an exhibit during the initial term of
this contract) for two years from the date of this contract set forth
above and thereafter for successive periods of one year, subject to the
provisions for termination and all of the other terms and conditions
hereof if: (a) such continuation shall be specifically approved at
least annually by the vote of a majority of the Trustees of the Trust,
including a majority of the Trustees who are not parties to this
Contract or interested persons of any such party (other than as Trustees
of the Trust), cast in person at a meeting called for that purpose; and
(b) Adviser shall not have notified a Fund in writing at least sixty
(60) days prior to the anniversary date of this Contract in any year
thereafter that it does not desire such continuation with respect to
that Fund. If a Fund is added after the first approval by the Trustees
as described above, this Contract will be effective as to that Fund upon
execution of the applicable exhibit and will continue in effect until
the next annual approval of this Contract by the Trustees and thereafter
for successive periods of one year, subject to approval as described
above.
8. Notwithstanding any provision in this Contract, it may be
terminated at any time with respect to any Fund, without the payment of
any penalty, by the Trustees of the Trust or by a vote of the
shareholders of that Fund on sixty (60) days' written notice to Adviser.
9. This Contract may not be assigned and shall automatically
terminate in the event of any assignment. Adviser may employ or
contract with such other person, persons, corporation, or corporations
at its own cost and expense as it shall determine in order to assist it
in carrying out this Contract.
10. In the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the obligations or duties under
this Contract on the part of Adviser, Adviser shall not be liable to the
Trust or to any of the Funds or to any shareholder of any of the Funds
for any act or omission in the course of or connected in any way with
rendering services or for any losses that may be sustained in the
purchase, holding, or sale of any security.
11. This Contract may be amended at any time by agreement of the
parties provided that the amendment shall be approved both by the vote
of a majority of the Trustees of the Trust, including a majority of the
Trustees who are not parties to this Contract or interested persons of
any such party to this Contract (other than as Trustees of the Trust)
cast in person at a meeting called for that purpose, and on behalf of a
Fund by a majority of the outstanding voting securities of such Fund.
12. The Adviser acknowledges that all sales literature for investment
companies (such as the Trust) are subject to strict regulatory
oversight. The Adviser agrees to submit any proposed sales literature
for the Trust (or any Fund) or for itself or its affiliates which
mentions the Trust (or any Fund) to the Trust's distributor for review
and filing with the appropriate regulatory authorities prior to the
public release of any such sales literature, provided, however, that
nothing herein shall be construed so as to create any obligation or duty
on the part of the Adviser to produce sales literature for the Trust (or
any Fund). The Trust agrees to cause its distributor to promptly review
all such sales literature to ensure compliance with relevant
requirements, to promptly advise Adviser of any deficiencies contained
in such sales literature, to promptly file complying sales literature
with the relevant authorities, and to cause such sales literature to be
distributed to prospective investors in the Trust.
13. Adviser is hereby expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust and
agrees that the obligations pursuant to this Contract of a particular
Fund and of the Trust with respect to that particular Fund be limited
solely to the assets of that particular Fund, and Adviser shall not seek
satisfaction of any such obligation from any other Fund, the
shareholders of any Fund, the Trustees, officers, employees or agents of
the Trust, or any of them.
14. This Contract shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
15. This Contract will become binding on the parties hereto upon their
execution of the attached exhibits to this Contract.
16. The parties hereto acknowledge that the Adviser has reserved the
right to grant the non-exclusive use of the name "Trademark" or any
derivative thereof to any other investment company, investment company
portfolio, investment adviser, distributor or other business enterprise,
and to withdraw from the Trust and one or more of the Funds the use of
the name "Trademark." The name "Trademark" will continue to be used by
the Trust and each Fund so long as such use is mutually agreeable to the
Adviser and the Trust.
17. The Trust and each of the Funds hereby agree to give Adviser, and
its employees, accountants, attorneys and other authorized
representatives, full access during all mutually agreeable times to all
the premises, properties, books and records (including without
limitation, all corporate minutes and account transfer records) of the
Trust and each of the Funds, and to furnish Adviser with such financial
and operating data, analyses and other information of any kind
respecting the Trust and each of the Funds as Adviser shall from time to
time reasonably request; provided, however, that, to the extent that any
of the foregoing also contains or makes reference to information
regarding other trusts or funds for which Federated Administrative
Services acts as administrator or as to which Federated acts as adviser,
such books, records, data, etc., shall be edited to delete all material
relating or referring to such other trusts or funds.
INVESTMENT ADVISORY CONTRACT
EXHIBIT A
Trademark Equity Fund
For all services rendered by Adviser hereunder, the above-named
Fund of the Trust shall pay to Adviser and Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual
investment advisory fee equal to 0.85 of 1% of the average daily net
assets of the Fund.
The portion of the fee based upon average daily net assets of the
Fund shall be accrued daily at the rate of 1/365th of 0.85 of 1% applied
to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this ___ day of _________, 1994.
Attest: LIBERTY NATIONAL BANK AND TRUST
COMPANY OF KENTUCKY
By:
Secretary Vice President
Attest: TRADEMARK FUNDS
By:
Assistant Secretary Vice President
INVESTMENT ADVISORY CONTRACT
EXHIBIT B
Trademark Government Income Fund
For all services rendered by Adviser hereunder, the above-named
Fund of the Trust shall pay to Adviser and Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual
investment advisory fee equal to 0.60 of 1% of the average daily net
assets of the Fund.
The portion of the fee based upon average daily net assets of the
Fund shall be accrued daily at the rate of 1/365th of 0.60 of 1% applied
to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this ___ day of _________, 1994.
Attest: LIBERTY NATIONAL BANK AND TRUST
COMPANY OF KENTUCKY
By:
Secretary Vice President
Attest: TRADEMARK FUNDS
By:
Assistant Secretary Vice President
INVESTMENT ADVISORY CONTRACT
EXHIBIT C
Trademark Kentucky Municipal Bond Fund
For all services rendered by Adviser hereunder, the above-named
Fund of the Trust shall pay to Adviser and Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual
investment advisory fee equal to 0.50 of 1% of the average daily net
assets of the Fund.
The portion of the fee based upon average daily net assets of the
Fund shall be accrued daily at the rate of 1/365th of 0.50 of 1% applied
to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this ___ day of _________, 1994.
Attest: LIBERTY NATIONAL BANK AND TRUST
COMPANY OF KENTUCKY
By:
Secretary Vice President
Attest: TRADEMARK FUNDS
By:
Assistant Secretary Vice President
INVESTMENT ADVISORY CONTRACT
EXHIBIT D
Trademark Short-Intermediate Government Fund
For all services rendered by Adviser hereunder, the above-named
Fund of the Trust shall pay to Adviser and Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual
investment advisory fee equal to 0.60 of 1% of the average daily net
assets of the Fund.
The portion of the fee based upon average daily net assets of the
Fund shall be accrued daily at the rate of 1/365th of 0.60 of 1% applied
to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this ___ day of _________, 1994.
Attest: LIBERTY NATIONAL BANK AND TRUST
COMPANY OF KENTUCKY
By:
Secretary Vice President
Attest: TRADEMARK FUNDS
By:
Assistant Secretary Vice President
TRADEMARK EQUITY FUND
FOR SPECIAL MEETING OF SHAREHOLDERS MAY 6, 1994
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
TRADEMARK FUNDS hereby appoint Marjorie B. Sellers, Mason Douglas,
Christina A. Spangler, Scott A. Tretter, Craig Churman and C. Grant
Anderson, or any one of them true and lawful attorneys, with power of
substitution of each, to vote all shares of TRADEMARK FUNDS, which the
undersigned is entitled to vote, at the Special Meeting of Shareholders
to be held on May 6, 1994, at Federated Investors Tower, Pittsburgh,
Pennsylvania, at 2:00 P.M. and at any adjournment thereof.
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Special Meeting.
PROPOSALS
(1) To elect a new Board of Trustees;
(2) To approve or disapprove a proposed Investment Advisory
Contract between the Trust and Liberty National Bank and Trust
Company of Kentucky; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The
attorneys named will vote the shares represented by this proxy in
accordance with the choice made on this card. IF NO CHOICE IS INDICATED
FOR ANY MATTER, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THE MATTER
PRESENTED.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND
RETAIN THE TOP PORTION. PLACE THE MAIL-IN STUB SO THAT THE RETURN
ADDRESS, LOCATED ON THE REVERSE SIDE OF THE BALLOT, APPEARS THROUGH THE
WINDOW OF THE ENVELOPE.
RECORD DATE SHARES
Please sign EXACTLY as your name(s) appear below. When signing as
attorney, executor, administrator, guardian, trustee, custodian, etc.,
please give your full title as such. If a corporation or partnership,
please sign the full name by an authorized officer or partner. If stock
is owned jointly, all parties should sign.
TRADEMARK EQUITY FUND
PROXY VOTING MAIL-IN STUB
PROPOSAL 1: ELECTION OF TRUSTEES. To withhold
authority to vote for a nominee, strike a line
through the nominee's name below:
____ FOR all nominees listed below
____ Vote withheld for all nominees listed below
____ FOR all nominees listed below (except as
marked to the contrary below)
____ Peter C. Marshall
____ Charles I. Post
____ John S. Randall
____ Frederick W. Ruebeck
PROPOSAL 2: APPROVAL OF PROPOSED INVESTMENT
ADVISORY CONTRACT.
2) FOR ____ AGAINST ____ ABSTAIN ____
Dated: _______________, 19__
___________________________
___________________________
Signature(s) of Shareholders(s)
TRADEMARK KENTUCKY MUNICIPAL BOND FUND
FOR SPECIAL MEETING OF SHAREHOLDERS MAY 6, 1994
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
TRADEMARK FUNDS hereby appoint Marjorie B. Sellers, Mason Douglas,
Christina A. Spangler, Scott A. Tretter, Craig Churman and C. Grant
Anderson, or any one of them true and lawful attorneys, with power of
substitution of each, to vote all shares of TRADEMARK FUNDS, which the
undersigned is entitled to vote, at the Special Meeting of Shareholders
to be held on May 6, 1994, at Federated Investors Tower, Pittsburgh,
Pennsylvania, at 2:00 P.M. and at any adjournment thereof.
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Special Meeting.
PROPOSALS
(1) To elect a new Board of Trustees;
(2) To approve or disapprove a proposed Investment Advisory
Contract between the Trust and Liberty National Bank and Trust
Company of Kentucky; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The
attorneys named will vote the shares represented by this proxy in
accordance with the choice made on this card. IF NO CHOICE IS INDICATED
FOR ANY MATTER, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THE MATTER
PRESENTED.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND
RETAIN THE TOP PORTION. PLACE THE MAIL-IN STUB SO THAT THE RETURN
ADDRESS, LOCATED ON THE REVERSE SIDE OF THE BALLOT, APPEARS THROUGH THE
WINDOW OF THE ENVELOPE.
RECORD DATE SHARES
Please sign EXACTLY as your name(s) appear below. When signing as
attorney, executor, administrator, guardian, trustee, custodian, etc.,
please give your full title as such. If a corporation or partnership,
please sign the full name by an authorized officer or partner. If stock
is owned jointly, all parties should sign.
TRADEMARK KENTUCKY MUNICIPAL
PROXY VOTING MAIL-IN STUB
BOND FUND
PROPOSAL 1: ELECTION OF TRUSTEES. To withhold
authority to vote for a nominee, strike a line
through the nominee's name below:
____ FOR all nominees listed below
____ Vote withheld for all nominees listed below
____ FOR all nominees listed below (except as
marked to the contrary below)
____ Peter C. Marshall
____ Charles I. Post
____ John S. Randall
____ Frederick W. Ruebeck
PROPOSAL 2: APPROVAL OF PROPOSED INVESTMENT
ADVISORY CONTRACT.
2) FOR ____ AGAINST ____ ABSTAIN ____
Dated: _______________, 19__
___________________________
___________________________
Signature(s) of Shareholders(s)
TRADEMARK SHORT-INTERMEDIATE GOVERNMENT FUND
FOR SPECIAL MEETING OF SHAREHOLDERS MAY 6, 1994
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
TRADEMARK FUNDS hereby appoint Marjorie B. Sellers, Mason Douglas,
Christina A. Spangler, Scott A. Tretter, Craig Churman and C. Grant
Anderson, or any one of them true and lawful attorneys, with power of
substitution of each, to vote all shares of TRADEMARK FUNDS, which the
undersigned is entitled to vote, at the Special Meeting of Shareholders
to be held on May 6, 1994, at Federated Investors Tower, Pittsburgh,
Pennsylvania, at 2:00 P.M. and at any adjournment thereof.
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Special Meeting.
PROPOSALS
(1) To elect a new Board of Trustees;
(2) To approve or disapprove a proposed Investment Advisory
Contract between the Trust and Liberty National Bank and Trust
Company of Kentucky; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The
attorneys named will vote the shares represented by this proxy in
accordance with the choice made on this card. IF NO CHOICE IS INDICATED
FOR ANY MATTER, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THE MATTER
PRESENTED.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND
RETAIN THE TOP PORTION. PLACE THE MAIL-IN STUB SO THAT THE RETURN
ADDRESS, LOCATED ON THE REVERSE SIDE OF THE BALLOT, APPEARS THROUGH THE
WINDOW OF THE ENVELOPE.
RECORD DATE SHARES
Please sign EXACTLY as your name(s) appear below. When signing as
attorney, executor, administrator, guardian, trustee, custodian, etc.,
please give your full title as such. If a corporation or partnership,
please sign the full name by an authorized officer or partner. If stock
is owned jointly, all parties should sign.
TRADEMARK SHORT-INTERMEDIATE
PROXY VOTING MAIL-IN STUB
GOVERNMENT FUND
PROPOSAL 1: ELECTION OF TRUSTEES. To withhold
authority to vote for a nominee, strike a line
through the nominee's name below:
____ FOR all nominees listed below
____ Vote withheld for all nominees listed below
____ FOR all nominees listed below (except as
marked to the contrary below)
____ Peter C. Marshall
____ Charles I. Post
____ John S. Randall
____ Frederick W. Ruebeck
PROPOSAL 2: APPROVAL OF PROPOSED INVESTMENT
ADVISORY CONTRACT.
2) FOR ____ AGAINST ____ ABSTAIN ____
Dated: _______________, 19__
___________________________
___________________________
Signature(s) of Shareholders(s)
TRADEMARK GOVERNMENT INCOME FUND
FOR SPECIAL MEETING OF SHAREHOLDERS MAY 6, 1994
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
TRADEMARK FUNDS hereby appoint Marjorie B. Sellers, Mason Douglas,
Christina A. Spangler, Scott A. Tretter, Craig Churman and C. Grant
Anderson, or any one of them true and lawful attorneys, with power of
substitution of each, to vote all shares of TRADEMARK FUNDS, which the
undersigned is entitled to vote, at the Special Meeting of Shareholders
to be held on May 6, 1994, at Federated Investors Tower, Pittsburgh,
Pennsylvania, at 2:00 P.M. and at any adjournment thereof.
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Special Meeting.
PROPOSALS
(1) To elect a new Board of Trustees;
(2) To approve or disapprove a proposed Investment Advisory
Contract between the Trust and Liberty National Bank and Trust
Company of Kentucky; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The
attorneys named will vote the shares represented by this proxy in
accordance with the choice made on this card. IF NO CHOICE IS INDICATED
FOR ANY MATTER, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THE MATTER
PRESENTED.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND
RETAIN THE TOP PORTION. PLACE THE MAIL-IN STUB SO THAT THE RETURN
ADDRESS, LOCATED ON THE REVERSE SIDE OF THE BALLOT, APPEARS THROUGH THE
WINDOW OF THE ENVELOPE.
RECORD DATE SHARES
Please sign EXACTLY as your name(s) appear below. When signing as
attorney, executor, administrator, guardian, trustee, custodian, etc.,
please give your full title as such. If a corporation or partnership,
please sign the full name by an authorized officer or partner. If stock
is owned jointly, all parties should sign.
TRADEMARK GOVERNMENT INCOME FUND
PROXY VOTING MAIL-IN STUB
PROPOSAL 1: ELECTION OF TRUSTEES. To withhold
authority to vote for a nominee, strike a line
through the nominee's name below:
____ FOR all nominees listed below
____ Vote withheld for all nominees listed below
____ FOR all nominees listed below (except as
marked to the contrary below)
____ Peter C. Marshall
____ Charles I. Post
____ John S. Randall
____ Frederick W. Ruebeck
PROPOSAL 2: APPROVAL OF PROPOSED INVESTMENT
ADVISORY CONTRACT.
2) FOR ____ AGAINST ____ ABSTAIN ____
Dated: _______________, 19__
___________________________
___________________________
Signature(s) of Shareholders(s)
