<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 [_] Confidential, for Use of the
Commission Only (as permitted
[_] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The Valiant Fund
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(Name of Registrant as Specified In Its Charter)
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
THE VALIANT FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
August __, 2000
Dear Shareholder:
You are cordially invited to attend a Meeting of Shareholders of The
Valiant Fund to be held on September 14, 2000 at 9:00 a.m., Eastern Time, at
3435 Stelzer Road, Columbus, Ohio. At the Meeting, shareholders of each of the
U.S. Treasury Money Market Portfolio, U.S. Treasury Income Portfolio, General
Money Market Portfolio, and Tax-Exempt Money Market Portfolio will be asked to
approve new Sub-Advisory Agreements with Reich & Tang Asset Management L.P.,
elect Trustees of the Trust, and ratify selection of auditors.
Although the Trustees would like very much to have each shareholder attend
the Meeting, they realize that this is not 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(S) PROMPTLY. A POSTAGE-PAID ENVELOPE IS ENCLOSED
FOR THIS PURPOSE.
We look forward to seeing you at the Meeting or receiving your proxy
card(s) so your shares may be voted at the Meeting.
Sincerely yours,
Richard F. Curcio
President
SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY CARD(S) IN THE
ENCLOSED ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.
<PAGE>
THE VALIANT FUND
U.S. TREASURY MONEY MARKET PORTFOLIO
U.S. TREASURY INCOME PORTFOLIO
GENERAL MONEY MARKET PORTFOLIO
TAX-EXEMPT MONEY MARKET PORTFOLIO
------------
NOTICE OF MEETING OF SHAREHOLDERS
------------
A Meeting of Shareholders of The Valiant Fund will be held at 3435 Stelzer
Road, Columbus, Ohio, on September 14, 2000 at 9:00 a.m., Eastern Time, for the
following purposes:
1. To approve or disapprove the Sub-Advisory Agreement in respect of each
of the Portfolios between Integrity Management & Research, Inc. and Reich & Tang
Asset Management L.P. as described in the attached Proxy Statement;
2. To approve or disapprove a new Sub-Advisory Agreement in respect of
each of the Portfolios between Integrity Management & Research, Inc. and Reich &
Tang Asset Management L.P. to become effective following a proposed change of
control of Reich & Tang Asset Management L.P.;
3. To elect John S. Culbertson, Richard F. Curcio, Rufus C. Cushman, Jr.,
H. Willis Day, Roger F. Dumas, and Kenneth J. Phelps to serve as Trustees of the
Trust;
4. To ratify the selection of independent auditors by the Board of
Trustees; and
5. To consider and act upon such other matters as may properly come
before the Meeting.
Shareholders of record as of the close of business on July 31, 2000 are
entitled to notice of and to vote at the Meeting.
By order of the Trustees
Susan M. Schwartz
Secretary
August __, 2000
<PAGE>
THE VALIANT FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
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Proxy Statement
------------
The enclosed proxies are solicited by the Board of Trustees of The
Valiant Fund (the "Trust") for use at the Meeting of Shareholders of the Trust
to be held at 3435 Stelzer Road, Columbus, Ohio, at 9:00 a.m. (Eastern Time) on
September 14, 2000, and at any adjournment thereof. Shareholders of record at
the close of business on July 31, 2000 (the "Record Date") are entitled to vote
at the Meeting or any adjourned session. These proxy materials are first being
made available to shareholders on or about August 28, 2000.
The shares of the Trust are divided into four series: the U.S.
Treasury Money Market Portfolio, the U.S. Treasury Income Portfolio, the General
Money Market Portfolio, and the Tax-Exempt Money Market Portfolio. If you own
shares of more than one Portfolio, you should sign and return a proxy card for
each Portfolio of which you are a shareholder; for example, if you own shares of
the General Money Market Portfolio and shares of the Tax-Exempt Money Market
Portfolio, you should sign and return the enclosed proxy cards for each of those
Portfolios. A different proxy card is enclosed for each Portfolio in which you
are a shareholder. You should sign and return each of the cards.
Shares represented by duly executed proxies will be voted in
accordance with the specification made. If no specification is made, shares
will be voted in accordance with the recommendation of the Board of Trustees.
You may revoke a proxy at any time before it is exercised by sending or
delivering a written revocation to the Secretary of the Trust (which will be
effective when it is received by the Secretary), by properly executing a later-
dated proxy, or by attending the Meeting, requesting return of your proxy, and
voting in person.
THE TRUST WILL FURNISH TO YOU UPON REQUEST, WITHOUT CHARGE, A COPY OF
THE ANNUAL REPORT FOR ANY PORTFOLIO FOR THE PORTFOLIO'S MOST RECENT FISCAL YEAR
AND A COPY OF ANY PORTFOLIO'S SEMI-ANNUAL REPORT FOR ANY SUBSEQUENT SEMI-ANNUAL
PERIOD. PLEASE DIRECT ANY SUCH REQUESTS BY TELEPHONE TO THE TRUST AT 1-800-828-
2176 OR BY WRITING TO THE TRUST AT 3435 STELZER ROAD, COLUMBUS, OHIO 43219.
<PAGE>
Ownership of Shares. As of July 31, 2000, the number of outstanding shares
of each Portfolio was as follows: U.S. Treasury Money Market Portfolio-
_________; U.S. Treasury Income Portfolio-________; General Money Market
Portfolio-_________; and Tax-Exempt Money Market Portfolio-_________. To the
Trust's knowledge, no person owned beneficially more than 5% of the outstanding
shares of any of the Portfolios as of July 31, 2000.
I. APPROVAL OR DISAPPROVAL OF SUB-ADVISORY AGREEMENT
Integrity Management & Research, Inc. ("Integrity") serves as investment
manager to each of the Portfolios of the Trust. Reich & Tang Asset Management
L.P. ("Reich & Tang") currently serves as sub-adviser to each of the Portfolios
pursuant to a Sub-Advisory Agreement with Integrity and the Trust dated June 1,
2000. Although the Sub-Advisory Agreement has been approved by the Board of
Trustees of the Trust, it will remain in effect as to a Portfolio after October
28, 2000 only if it has been approved by the shareholders of that Portfolio.
The Board of Trustees is recommending that the shareholders of each Portfolio
approve the Sub-Advisory Agreement. The form of the Sub-Advisory Agreement is
attached to this Proxy Statement as Appendix A.
The Sub-Advisory Agreement provides that Reich & Tang will implement a
continuous investment program for each Portfolio and make decisions with respect
to all purchases and sales of the Portfolios' portfolio securities. The
Agreement requires Reich & Tang to keep the Trust informed of important
developments affecting the Portfolios. The Agreement also requires Reich & Tang
to furnish the Trust with such statistical and analytical information with
respect to the Portfolios' portfolio securities as Reich & Tang deems
appropriate or the Trust reasonably requests.
The Sub-Advisory Agreement requires Reich & Tang to give each Portfolio the
benefit of its best judgment and efforts. It also provides that Reich & Tang
will not be liable to a Portfolio for any mistake of judgment or for any other
cause, but that nothing in the Sub-Advisory Agreement will protect Reich & Tang
against any liability to any Portfolio or to the Portfolio's security holders by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of its duties thereunder, or by reason of its reckless disregard of its
obligations and duties thereunder.
Under the Sub-Advisory Agreement, Integrity pays a fee to Reich & Tang
according to the following fee schedule, based on the aggregate average daily
net assets of all of the Portfolios:
Level of Assets Fee in basis points
--------------- -------------------
First $500 million 6.0
Next $1 billion 5.0
Next $500 million 4.0
Over $2 billion 3.5
Under the Sub-Advisory Agreement, Reich & Tang is entitled to a minimum monthly
fee of $30,000 in any month in which the monthly calculation based on the fee
schedule is less than $30,000.
Subject to initial shareholder approval, the Sub-Advisory Agreement
will continue in effect as to each Portfolio for two years (through May 31,
2002) and thereafter for successive twelve-month periods, provided that such
continuation is specifically approved at least annually by the Board of Trustees
or by a vote of a majority of the outstanding voting securities of the Portfolio
in question and in either case, by a majority of uninterested Trustees. The
Sub-Advisory Agreement may be terminated at any time without the payment of any
penalty as to a Portfolio (i) by vote of a majority of the Portfolio's
outstanding voting securities, (ii) by the Trust's Board of Trustees, on 60 days
written notice to Reich & Tang, (iii) by the Trust on 60 days written notice to
Reich & Tang, or (iv) by Reich & Tang on 60 days written notice to the Trust.
2
<PAGE>
Reich & Tang Asset Management L.P. Reich & Tang is a Delaware limited
partnership which has one general partner, Reich & Tang Asset Management, Inc.
("RTAM"). Mr. Steven W. Duff is the principal executive officer of Reich &
Tang's Mutual Funds Division. The address of Reich & Tang, RTAM, and Mr. Duff
is 600 Fifth Avenue, New York, New York 10020. Reich & Tang also advises
pension trusts, profit-sharing trusts and endowments. RTAM is a direct wholly
owned subsidiary of Nvest Holdings, Inc. ("Nvest Holdings"), which in turn is a
direct wholly owned subsidiary of Nvest Companies L.P. ("Nvest"). Nvest's
managing general partner, Nvest Corporation, is a direct wholly owned subsidiary
of MetLife New England Holdings, Inc. MetLife New England Holdings, Inc. is a
direct wholly owned subsidiary of Metropolitan Life Insurance Company
("MetLife"). Nvest Corporation is also the sole general partner of Nvest, L.P.
Nvest, L.P., Nvest's advising general partner, is a publicly traded company
listed on the New York Stock Exchange. In addition to owning Nvest Corporation,
MetLife owns, directly or indirectly, approximately a 48% limited partnership
interest in Nvest. Nvest, L.P. owns approximately 15% of Nvest. (These
percentages, which are as of June 30, 2000, do not reflect the vesting and
exercise, described below, of various options held by personnel of Nvest and of
its affiliates, including Reich & Tang, to acquire limited partnership units of
Nvest, L.P.) If the proposed acquisition described below is completed, Nvest
Corporation will cease to be the managing general partner of Nvest and the
general partner of Nvest, L.P., and MetLife will cease to own any partnership
interest in Nvest. MetLife is a wholly owned subsidiary of MetLife, Inc., a
publicly traded company listed on the New York Stock Exchange. The address of
Nvest, Nvest Corporation, Nvest Holdings, and Nvest, L.P. is 399 Boylston
Street, Boston, Massachusetts 02116. The address of MetLife New England
Holdings, Inc., MetLife, and MetLife, Inc. is One Madison Avenue, New York, New
York 10010.
Change in control of Reich & Tang. On June 16, 2000, Nvest L.P.,
Nvest, and CDC Asset Management ("CDCAM"), a leading French institutional money
management company, announced that they and certain of their respective
affiliated companies had entered into an Agreement and Plan of Merger (the
"Merger Agreement"). Under the Merger Agreement, CDCAM would acquire all of the
outstanding units of partnership interest in both Nvest and Nvest L.P., at a
price of $40 per unit. This price is subject to reduction (but not below $34
per unit) based in part on a formula that takes into account the investment
advisory fees payable to Reich & Tang and other Nvest affiliates by their mutual
fund and other investment advisory clients that have consented to the
transaction. Under this formula, the price per unit that CDCAM will pay to
acquire Nvest, including the price it will pay to those trustees and officers
who hold or have been granted options to acquire units (see below), could be
reduced if a Portfolio's shareholders do not approve the New Sub-Advisory
Agreement for their Portfolio. Assuming a transaction price of $40 per unit,
and the number of units and options outstanding as of June 30, 2000, the
aggregate price payable by CDCAM to acquire all of the units of Nvest L.P. will
be approximately $_____, and the aggregate price payable by CDCAM to acquire all
of the units of Nvest (including payments with respect to units subject to
options) will be approximately $_____.
The transaction will not occur unless various conditions are satisfied
(or waived by the parties, if permitted by law). One of these conditions is
obtaining approval or consent from investment advisory clients of Reich &Tang
and other Nvest affiliates (including mutual fund clients) whose advisory fees
represent a specified percentage of the total advisory fee revenues of the Nvest
organization. Because of this condition, approval or disapproval by a
Portfolio's shareholders of a New Sub-Advisory Agreement for their Portfolio,
taken together with other clients' consents or approvals, could affect whether
or not the transaction occurs. As described below, certain trustees and officers
of the Trust will receive certain material payments or benefits if the
transaction occurs.
As a result of the acquisition, Nvest L.P. and Nvest would become
indirect wholly owned subsidiaries of CDCAM, which in turn is 60% owned by CDC
Finance, a wholly owned subsidiary of Caisse des Depots et Consignations
("CDC"). Founded in 1816, CDC is a major diversified financial institution with
a strong global presence in the banking, insurance, investment banking, asset
management and global custody industries. In addition to its 60% ownership of
CDCAM through CDC Finance, CDC owns 40% of CNP Assurances, the leading French
insurance company, which itself owns 20% of CDCAM. CDC also owns 35% of Caisse
National des Caisses d'Epargne, which also owns 20% of CDCAM. CDC is 100% owned
by the French state. The main place of business of CDCAM is 7, place des Cinq
Martyrs du Lycee Buffon, 75015 Paris, France. The registered address of CDC
Finance is 56, rue de Lille, 75007 Paris, France. The registered address of CDC
is 56, rue de Lille, 75007 Paris, France. The registered address of CNP
Assurances is 4, place Raoul Dautry, 75015 Paris, France. The registered address
of Caisse National des Caisses d'Epargne is 5, rue Masseran, 75007 Paris,
France. Following the acquisition, it is expected that Nvest will be renamed CDC
Asset Management-North America.
3
<PAGE>
Various personnel of Nvest and of its affiliates, including Reich &
Tang, have previously been granted options to purchase limited partnership units
of Nvest ("Nvest L.P. Units"). The Merger Agreement provides that these options
will vest and become fully exercisable immediately before CDCAM's acquisition of
Nvest L.P. and Nvest, even though some of these options would not otherwise have
vested or been exercisable at that time. Each option will be converted into the
right to receive cash from Nvest in an amount equal to the difference between
the option's exercise price and the transaction price of $40 per unit (subject
to reduction, but not below $34 per unit, as explained above).
Certain Relationships and Interests of Trustees and Officers. Steven
W. Duff, a Board Member and officer of the Portfolios, and the following persons
who are officers of the Portfolios are also officers or employees of Reich &
Tang or directors of RTAM: Richard De Sanctis, Molly Flewharty, Bernadette N.
Finn, Roseanne Holtzer, Lesley M. Jones, Dana E. Messina and Ruben Torres
(collectively, the "Reich & Tang Affiliates"). Some of the Reich & Tang
Affiliates, including Mr. Duff, own partnership units in Nvest or Nvest, L.P.,
or have the right to acquire partnership units under options and, upon
completion of CDCAM's acquisition of Nvest, will receive the consideration
provided in the Merger Agreement for the partnership units they own or have the
right to acquire under options. Depending on the number of units a Reich & Tang
Affiliate owns or has the right to acquire, the amount of consideration he or
she receives could be substantial. Also, in connection with CDCAM's acquisition
of Nvest, CDCAM will establish a retention program under which certain Reich
&Tang Affiliates, including Mr. Duff, may receive cash retention awards payable
over one to three years. To receive these awards, which are in addition to
regular salary and bonus payments and in some cases may be substantial in
amount, an eligible Reich & Tang Affiliate must remain employed by Reich & Tang
and must agree to refrain from competing with Reich & Tang and soliciting
clients of Reich & Tang.
The transaction is subject to the approval of Nvest unitholders, as
well as regulatory and client approvals. The price is subject to adjustments and
conditions set forth in the agreement. The firms expect to complete the
transaction before the end of the year. Nvest anticipates paying 80 percent of
its operating cash flow in distributions until the transaction is completed.
THE PRIOR SUB-ADVISER AGREEMENT
David L. Babson & Co. Inc. ("Babson") provided investment advisory
services to the Portfolios through May 31, 2000 pursuant to a Sub-Adviser
Agreement (the "Babson Sub-Adviser Agreement") dated as of June 30, 1995 between
Integrity and Babson. Under the Babson Sub-Adviser Agreement, Babson made
investment decisions on behalf of each of the Portfolios and placed orders for
the purchase and sale of Portfolio securities. The Babson Sub-Adviser Agreement
was approved by the initial shareholders of each Portfolio in connection with
the organization of the Trust in 1995.
Integrity paid to Babson as full compensation for Babson's services
under the Babson Sub-Adviser Agreement a monthly fee in respect of each
Portfolio, computed and paid monthly, at the annual rate of 0.10% of the first
$500 million of the Portfolio's average daily net assets and 0.05% of the
Portfolio's assets in excess of $500 million. Babson had voluntarily agreed to
reduce its fees from 0.05% to 0.04% of any Portfolio's net assets over $2
billion.
ADVISORY FEES
Each of the Portfolios pays a fee to Integrity at the annual rate of
0.20% of its average daily net assets. The table below shows (i) the fees paid
by each Portfolio to Integrity for the fiscal year ended August 31, 1999, (ii)
the fees payable by Integrity to Babson in respect of the Portfolios for that
fiscal year, (iii) the fees that would have been payable to Reich & Tang for
that fiscal year if the Sub-Advisory Agreement had been in effect, and (iv) the
percentage difference between the amounts set out in columns (ii) - (iii).
4
<PAGE>
<TABLE>
<CAPTION>
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TABLE 1
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(i) (ii) (iii) (iv)
Fees paid by Fees paid by Fees that would Percentage
Portfolio to Integrity to have been paid Difference Between
Integrity Babson to Reich & Tang Columns (ii) & (iii)
<S> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------
U.S. Treasury Money Market $953,866 $476,812 [ ] [ ]
Portfolio
---------------------------------------------------------------------------------------------------------
U.S. Treasury Income 19,801 10,002 [ ] [ ]
Portfolio
---------------------------------------------------------------------------------------------------------
General Money Market 607,335 325,423 [ ] [ ]
Portfolio
---------------------------------------------------------------------------------------------------------
Tax-Exempt Money Market 584,269 252,013 [ ] [ ]
Portfolio
---------------------------------------------------------------------------------------------------------
</TABLE>
Because fees are paid to Reich & Tang under the Sub-Advisory Agreement
at a rate lower than the rate at which they were paid to Babson under the Babson
Sub-Adviser Agreement, Integrity is entitled to retain a greater portion of the
fees paid to it by the Portfolio.
Trustee Action. The Board of Trustees of the Trust approved the Sub-
Advisory Agreement at a meeting held on April 25, 2000. At that meeting, the
Trustees also voted to terminate the Babson Sub-Adviser Agreement as of May 31,
2000.
In their consideration of these matters, the Trustees considered a
number of factors, including the recommendation of Integrity; the terms of the
proposed Sub-Advisory Agreement; the fees payable to Babson under the Babson
Sub-Adviser Agreement compared to those payable under the Sub-Advisory
Agreement; and the general financial condition of Reich & Tang and its
affiliates. The Trustees also considered that Reich & Tang manages a substantial
amount of money-market fund assets, and that management of such assets
constitutes an important part of Reich & Tang's business. They noted, by
contrast, that Babson was not expected to make a similar commitment to money-
market fund management in the future.
General. Each Portfolio pays all expenses related to its operation
which are not borne by Integrity or Reich & Tang, including but not limited to
taxes, interest, brokerage fees and commissions, compensation paid under the
Portfolio's 12b-1 plan, fees paid to members of the Board of Trustees who are
not officers, directors, stockholders, or employees of Integrity or Reich &
Tang, SEC fees and related expenses, state Blue Sky qualification fees, charges
of custodians, transfer agents, registrars, or other agents, outside auditing,
accounting, and legal services, charges for the printing of prospectuses and
statements of additional information for regulatory purposes or for distribution
to shareholders, certain shareholder report charges, and charges relating to
corporate matters.
Reich & Tang makes decisions to buy and sell securities for each
Portfolio, selects broker-dealers, and negotiates commission rates. The
selection of broker-dealers is generally made based upon the prices and quality
of execution services and/or research provided. Portfolio securities are
normally purchased directly from the issuer or from a market maker for the
securities. Since purchases and sales of portfolio securities by the Portfolios
are usually principal transactions, the Portfolios incur little or no brokerage
commissions. The purchase price paid to dealers serving as market makers may
include a spread between the bid and asked prices. The Portfolios may also
purchase securities from underwriters at prices which include a commission paid
by the issuer to the underwriter.
Reich & Tang's primary consideration in effecting a security
transaction is to obtain the best net price and the most favorable execution of
the order. To the extent that the execution and prices offered by more than one
dealer are comparable, Reich & Tang may, at its discretion, effect transactions
with dealers that furnish statistical,
5
<PAGE>
research, or other information or services which are deemed by Reich & Tang to
be beneficial to a Portfolio's investment program. Certain research services
furnished by dealers may be useful to Reich & Tang's clients other than the
Portfolios. Similarly, any research services received by Reich & Tang through
placement of portfolio transactions of other clients may be of value to Reich &
Tang in fulfilling its obligations to the Portfolios. The advisory fees paid by
the Portfolios are not reduced because of the receipt of such services.
Reich & Tang and its affiliates may manage other investment accounts,
some of which may have objectives similar to those of the Portfolios. It is
possible that, at times, identical securities will be acceptable for one or more
of such investment accounts. However, the position of each account in the
securities of the same issue may vary and the length of time that each account
may choose to hold its investment in the securities of the same issue may
likewise vary. Also, the timing and amount of purchase by each account may be
determined by its cash position. If the purchase or sale of securities
consistent with the investment policies of each Portfolio and one or more of
these accounts is considered at or about the same time, transactions in such
securities will be allocated in good faith among the Portfolios and such
accounts in a manner deemed equitable by Reich & Tang. Reich & Tang may combine
such transactions, in accordance with applicable laws and regulations, in order
to obtain the best net price and most favorable execution. The allocation and
combination of simultaneous securities purchases on behalf of each Portfolio
would be made in the same way that such purchases are allocated among or
combined with those of other such investment accounts. Simultaneous transactions
could adversely affect the ability of each Portfolio to obtain or dispose of the
full amount of security which it seeks to purchase or sell.
Other advisory relationships of Reich & Tang. Reich & Tang acts as
adviser or sub-adviser for seventeen investment companies that are not
affiliated with the Trust. The names of the funds for which Reich & Tang acts as
adviser or sub-adviser, the approximate size of the funds as of December 31,
1999, and the annual rates at which the sub-advisory fees are paid (as a
percentage of the average daily net asset value of each of the funds) are set
forth in Table 2 below.
TABLE 2
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
Fund Approximate Assets Management Fee
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
California Daily Tax Free Income Fund, Inc. $ 289,542,073 0.3%
---------------------------------------------------------------------------------------------------------------------
Connecticut Daily Tax Free Income Fund, Inc. $ 174,598,624 0.3%
---------------------------------------------------------------------------------------------------------------------
Daily Tax Free Income Fund, Inc. $ 653,298,070 0.325%
---------------------------------------------------------------------------------------------------------------------
Delafield Fund, Inc. $ 92,415,643 0.8%
---------------------------------------------------------------------------------------------------------------------
Florida Daily Municipal Income Fund $ 80,957,335 0.4%
---------------------------------------------------------------------------------------------------------------------
Georgia Daily Municipal Income Fund, Inc. $ 8,097,928 0.4%
---------------------------------------------------------------------------------------------------------------------
Institutional Daily Income Fund $1,314,193,473 0.12%
---------------------------------------------------------------------------------------------------------------------
Michigan Daily Tax Free Income Fund, Inc. $ 20,304,858 0.3%
---------------------------------------------------------------------------------------------------------------------
New Jersey Daily Municipal Income Fund, Inc. $ 160,363,973 0.3%
---------------------------------------------------------------------------------------------------------------------
New York Daily Tax Free Income Fund, Inc. $ 479,955,748 0.3%
---------------------------------------------------------------------------------------------------------------------
North Carolina Daily Municipal Income Fund, Inc. $ 257,943,997 0.4%
---------------------------------------------------------------------------------------------------------------------
Pennsylvania Daily Municipal Income Fund $ 274,159,515 0.4%
---------------------------------------------------------------------------------------------------------------------
Virginia Daily Municipal Income Fund, Inc. $ 201,258,736 0.4%
---------------------------------------------------------------------------------------------------------------------
Short Term Income Fund, Inc. Money Market Portfolio- Money Market Portfolio-
$1,450,517,596 [approximately 0.3%]
U.S. Gov't Portfolio- U.S. Gov't Portfolio -
$ 866,091,395 [approximately 0.275%]
---------------------------------------------------------------------------------------------------------------------
Cortland Trust, Inc. $2,063,693,185 [approximately 0.4%]
---------------------------------------------------------------------------------------------------------------------
Tax Exempt Proceeds Fund, Inc. $ 197,844,510 0.4%
---------------------------------------------------------------------------------------------------------------------
Pax World Money Market Fund, Inc. $ 122,532,920 0.75%
---------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
Integrity Investments, Inc. ("Integrity Investments"), an affiliate of
Integrity, serves as distributor to each of the Portfolios. Each of the
Portfolios pays fees to Integrity Investments pursuant to a plan adopted under
Rule 12b-1 of the Investment Company Act of 1940, as amended (the "1940 Act").
For the fiscal year ended August 31, 1999, the Portfolios paid fees to Integrity
Investments under the plan at the following rate:
TABLE 3
<TABLE>
<CAPTION>
Portfolio Percentage of Average Daily Net Assets
------------------------------------------------------------------------------------------------------------------
<S> <C>
U.S. Treasury Money Market Portfolio 0.19%
------------------------------------------------------------------------------------------------------------------
U.S. Treasury Income Portfolio 0.19%
------------------------------------------------------------------------------------------------------------------
General Money Market Portfolio 0.19%
------------------------------------------------------------------------------------------------------------------
Tax-Exempt Money Market Portfolio 0.19%
------------------------------------------------------------------------------------------------------------------
</TABLE>
The address of Integrity and of Integrity Investments is 871 Venetia
Bay Boulevard, Suite 370, Venice, Florida 34292. BISYS Fund Services Ohio, Inc.
("BISYS") serves as administrator to the Portfolios; its address is 3435 Stelzer
Road, Columbus, Ohio 43219.
Required Vote. Shareholders of each Portfolio will vote separately to
approve or disapprove the Sub-Advisory Agreement with respect to that Portfolio.
As provided in the 1940 Act, approval of the Sub-Advisory Agreement as to a
Portfolio requires the affirmative vote of a "majority of the outstanding voting
securities" of the Portfolio, which for this purpose means the affirmative vote
of the lesser of (i) more than 50% of the outstanding shares of the Portfolio
and (ii) 67% or more of the shares of the Portfolio present at the Meeting if
more than 50% of the outstanding shares are present at the Meeting in person or
by proxy. If the shareholders of a Portfolio do not approve the Sub-Advisory
Agreement, the Trustees will take such further action with respect to that
Portfolio as they may deem to be in the interest of the Portfolio.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF EACH OF THE
PORTFOLIOS VOTE TO APPROVE THE PROPOSED SUB-ADVISORY AGREEMENT.
II. APPROVAL OR DISAPPROVAL OF NEW SUB-ADVISORY AGREEMENT TO TAKE EFFECT
FOLLOWING CHANGE IN CONTROL OF REICH & TANG
Upon the occurrence of the change of control of Reich & Tang described
above, the Sub-Advisory Agreement currently in place between the Portfolios and
Reich & Tang will by its terms terminate. The Board of Trustees has unanimously
approved a new Sub-Advisory Agreement (the "New Sub-Advisory Agreement") with
Reich & Tang essentially identical to that currently in place. The New Sub-
Advisory Agreement provides that it will continue in effect for an initial
period of two years (beginning on the date of the change in control). After
that, it will continue in effect from year to year as long as the continuation
is approved at least annually (i) by the Trustees or by vote of a majority of
the outstanding voting securities of the relevant Portfolio, and (ii) by vote of
a majority of the Trustees who are not "interested persons," as that term is
defined in the 1940 Act, of the Trust, Integrity, or Reich & Tang. The Board of
Trustees recommend that shareholders approve the New Sub-Advisory Agreement to
take effect upon the occurrence of the change of control.
[The Board of Trustees of the Trust approved the New Sub-Advisory
Agreement at a telephone meeting held on August ___, 2000.
In considering the New Sub-Advisory Agreement the Trustees gave
particular consideration to matters relating to the possible effects on Reich &
Tang and the Portfolios of the acquisition of Nvest by CDCAM. Among other
things, the Trustees considered:
7
<PAGE>
o the stated intention of Nvest and CDCAM that Reich & Tang will
continue to have a high degree of managerial autonomy from its
parent organizations and from other subsidiaries of Nvest;
o the stated intention of Nvest, CDCAM, and Reich & Tang that the
acquisition not change the investment approach or process used by
Reich & Tang in managing the Portfolios;
o representations of senior executives of Reich & Tang and the
portfolio managers of the Portfolios that they have no intention of
terminating their employment with Reich & Tang as a result of
CDCAM's acquisition of Nvest, and representations of Reich & Tang,
Nvest, and CDCAM that they have no intention of terminating the
employment of these executives or portfolio managers as a result of
the acquisition;
o certain actions taken by CDCAM, Nvest, and Reich & Tang to help
retain and incent key personnel of Nvest and Reich & Tang;
o assurances from Reich & Tang that it has no plans, as a result of
or in connection with CDCAM's acquisition of Nvest, to change or
discontinue existing arrangements under which it waives fees or
bears expenses of certain of the Portfolios; and
o the general reputation and the financial resources of CDCAM and its
parent organizations
In addition, the Trustees considered that the agreement relating to
the acquisition of Nvest by CDCAM provides that CDCAM and its immediate parent
company will (subject to certain qualifications) use their reasonable best
efforts to assure compliance with Section 15(f) of the Investment Company Act.
Section 15(f) provides that a mutual fund investment adviser (including a sub-
adviser such as Reich & Tang) or its affiliates can receive benefit or
compensation in connection with a change of control of the investment adviser
(such as CDCAM's acquisition of Reich & Tang's parent, Nvest) if two conditions
are satisfied. First, for three years after the change of control, at least 75%
of the members of the board of any registered investment company advised by the
adviser must consist of persons who are not "interested persons," as defined in
the 1940 Act, of the adviser. (No changes in the current composition of the
Trustees are required to satisfy this condition.) Second, no "unfair burden" may
be imposed on any such registered investment company as a result of the change
of control transaction or any express or implied terms, conditions or
understandings applicable to the transaction. "Unfair burden" means any
arrangement, during the two years after the transaction, by which the investment
adviser or any "interested person" of the adviser receives or is entitled to
receive any compensation, directly or indirectly, from such investment company
or its security holders (other than fees for bona fide investment advisory or
other services) or from any other person in connection with the purchase or sale
of securities or other property to, from or on behalf of such investment
company.]
The Trustees expect to meet in person prior to the date of the change
of control of Reich & Tang, and to consider again the New Sub-Advisory
Agreement, based on the factors described above and any other information that
might be presented to them at that time. The New Sub-Advisory Agreement will not
be implemented as to a Portfolio if the Trustees do not approve the Sub-Advisory
Agreement as to the Portfolio at the in-person meeting.
The change of control of Reich & Tang will result in the automatic
termination of the Sub-Advisory Agreement. If for some reason the change in
control does not occur, the automatic termination of the Sub-Advisory Agreement
will not occur, and the New Sub-Advisory Agreement will not be entered into,
even if it has been approved by the Portfolios' shareholders.
Required Vote. Shareholders of each Portfolio will vote separately to
approve or disapprove the New Sub-Advisory Agreement with respect to that
Portfolio. As provided in the 1940 Act, approval of the New Sub-Advisory
Agreement as to a Portfolio requires the affirmative vote of a "majority of the
outstanding voting securities" of the Portfolio, which for this purpose means
the affirmative vote of the lesser of (i) more than 50% of the outstanding
shares of the Portfolio and (ii) 67% or more of the shares of the Portfolio
present at the Meeting if more than 50% of the outstanding shares are present at
the Meeting in person or by proxy. If the shareholders of a Portfolio do not
approve the New Sub-Advisory Agreement, the Trustees will take such further
action with respect to that Portfolio as they may deem to be in the interest of
the Portfolio.
8
<PAGE>
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF EACH OF THE
PORTFOLIOS VOTE TO APPROVE THE PROPOSED NEW SUB-ADVISORY AGREEMENT.
III. ELECTION OF TRUSTEES
The Trust is subject to the overall control of a Board of Trustees.
The Trustees of the Trust have voted to fix the size of the Board of Trustees of
the Trust at six and to nominate each of the persons named below to serve as
Trustees of the Trust. Each of the nominees currently serves as a Trustee of the
Trust.
The following table presents information about each of the nominees
for election as Trustee of the Trust, and about each of the executive officers
of the Trust. If any of the nominees for Trustee declines or becomes unavailable
for election, the proxy confers discretionary power on the persons named therein
to vote in favor of substitute nominees. Each of the persons named as an officer
has been elected to the indicated office by the Trustees and serves at the
pleasure of the Trustees. Each such officer's principal occupation is as an
employee or officer of Integrity. Each officer's principal occupation for the
past five years is listed; similar prior positions within the same company may
be omitted. Each Trustee that is an "interested person" (as defined by Section
2(a)(19) of the 1940 Act) by virtue of his or her affiliation with the Trust or
Integrity is indicated by an asterisk(*).
TABLE 4
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS AND AGE POSITION(S) HELD WITH TRUST PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS
--------------------------------------------------------------------------------------------------------------------
<C> <S> <C>
John S. Culberston Trustee Retired. Trust Consultant with Fidelity
1995 Lake Marshall Drive Investments Institutional Services Co. from
Gibsonia, PA 15044 1990 to 1993.
69
--------------------------------------------------------------------------------------------------------------------
Rufus C. Cushman, Jr. Trustee Retired. Money Manager with Fidelity
10 Corn Point Road Management & Research Corp. from 1968 through
Marblehead, MA 01845 1994.
66
--------------------------------------------------------------------------------------------------------------------
Richard F. Curcio* President, Trustee, Chairman Founded Integrity Investments, Inc. (a
871 Venetia Bay Boulevard of the Board of Trustees broker/dealer) and Integrity Management &
Suite 370 Research, Inc. (an investment advisor) in
Venice, FL 34292 1992, and is currently President and Director
52 of each. Senior Vice President/Regional
Manager for Fidelity Institutional Services
Company from 1987 to 1992. Associated with
Fidelity Distributors from 1979 to 1992.
--------------------------------------------------------------------------------------------------------------------
H. Willis Day, Jr. Trustee Retired. Former Senior Vice President of
35 Beach Avenue Southeast Bank, FLA, N.A.
Kennebunk Beach, ME 04043
74
--------------------------------------------------------------------------------------------------------------------
Roger F. Dumas Trustee Private investor since 1987.
151 Tremont Street
Boston, MA 02111
64
--------------------------------------------------------------------------------------------------------------------
Kenneth J. Phelps* Trustee President, Principal and Director of Reliance
5545 Cross Gate Court, N.W. Trust Company, Atlanta, GA since 1992.
Atlanta, GA 30327 Chairman, Chief Executive Officer and
Director, C&S/Sovran Trust Company, Inc. from
1987 to 1992.
--------------------------------------------------------------------------------------------------------------------
Susan M. Schwartz Vice President, Secretary and Operations Manager of Integrity Investments,
One Broadway - Ste 100 Treasurer Inc. since 1993. Account Officer of Fidelity
Cambridge, MA 02139 Investments from 1985 to 1993.
36
--------------------------------------------------------------------------------------------------------------------
Robert Melley Vice President, Assistant Senior Vice President of Integrity
871 Venetia Bay Boulevard Secretary and Assistant Investments, Inc. since April 1994. Senior
Suite 370 Treasurer Vice President of Fidelity Distributors, Inc.
Venice, FL 34292 from 1981 to 1994.
61
--------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
Certain information regarding Trustees and officers. The term of
office of each person elected as a Trustee will be until the next meeting of
shareholders called for the purpose of electing Trustees and until his or her
successor is elected and qualified, or until he or she sooner dies, resigns, or
is removed. The Trust's Agreement and Declaration of Trust does not provide for
the annual election of Trustees. However, in accordance with the 1940 Act (i)
the Trust will hold a meeting of shareholders for the election of Trustees at
such time as less than a majority of the Trustees holding office has been
elected by shareholders and (ii) a vacancy among the Trustees may be filled by
the remaining Trustees only if, immediately after such vacancy is filled, at
least two-thirds of the Trustees holding office shall have been elected by the
shareholders. Trustees may be removed from office by vote of a majority of the
Trustees then in office, or by vote of the holders of two-thirds of the
outstanding shares of the Trust.
During the fiscal year of the Trust ended August 31, 1999, the
Trustees of the Trust met four times. Each of the nominees in office at the time
attended at least 75% of the meetings.
The Trust pays each Trustee who is not affiliated with Integrity (the
"Independent Trustees") an annual fee of $1,000 plus $1,000 for each meeting
attended and reimburses travel and other expenses incurred in attending such
meetings. The Trust's officers and Trustees who are affiliated with Integrity
are paid by Integrity. During the fiscal year ended August 31, 1999, the Trust
paid an aggregate of $25,000 to the Independent Trustees. The following table
shows compensation by Trustee for the fiscal year ended August 31, 1999.
TABLE 5
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
NAME OF PERSON, POSITION AGGREGATE COMPENSATION FROM PENSION OR RETIREMENT ESTIMATED ANNUAL
THE TRUST BENEFITS ACCRUED AS PART BENEFITS UPON RETIREMENT
OF FUND EXPENSES
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
John S. Culbertson $6,250 None None
Trustee
--------------------------------------------------------------------------------------------------------------------
Rufus C. Cushman $6,250 None None
Trustee
--------------------------------------------------------------------------------------------------------------------
Richard F. Curcio None None None
President, Trustee,
Chairman of the Board of
Trustees
--------------------------------------------------------------------------------------------------------------------
H. Willis Day, Jr. $6,250 None None
Trustee
--------------------------------------------------------------------------------------------------------------------
Roger R. Dumas $6,250 None None
Trustee
--------------------------------------------------------------------------------------------------------------------
Kenneth J. Phelps None None None
Trustee
--------------------------------------------------------------------------------------------------------------------
</TABLE>
As of the Record Date, the Trustees and officers of the Trust, as a
group, owned less than 1% of the outstanding shares of any class of any
Portfolio of the Trust.
10
<PAGE>
The Agreement and Declaration of Trust and By-Laws of the Trust
provide that the Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with litigation in which they
may be involved because of their offices with the Trust, except if it is
determined in the manner specified in the Agreement and Declaration of Trust and
By-Laws that such indemnification would relieve any officer or Trustee of any
liability to the Trust or its shareholders by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of his or her duties.
[Shareholders. As of the Record Date, none of the nominees for Trustee
owned beneficially any shares of any Portfolio.]
Required vote. The candidates receiving the affirmative vote of a
plurality of the votes cast at the Meeting, if a quorum is present, shall be
elected. Shares of all Portfolios shall vote as a single class for the Trustees.
Shareholders have no cumulative voting rights.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF EACH
NOMINEE FOR TRUSTEE LISTED ABOVE.
IV. SELECTION OF INDEPENDENT AUDITORS
The Board of Trustees, including the Trustees who are not interested
persons of the Trust, have selected PricewaterhouseCoopers LLP, 100 East Broad
Street, Suite 2100, Columbus, Ohio 43215, as independent auditors for the Trust
for the fiscal year ending August 31, 1999. PricewaterhouseCoopers LLP was
selected primarily on the basis of its expertise as auditors of investment
companies, the quality of its audit services, and the competitiveness of the
fees charged for these services. A representative of PricewaterhouseCoopers LLP
will be present at the Meeting and will have an opportunity to make a statement
if he or she desires to do so and to respond to appropriate questions.
The Board of Trustees' policy regarding engaging independent
accountants' services is that management may engage the Trust's independent
auditors to perform any services normally provided by independent accounting
firms, provided that any such services meet any and all of the independence
requirements of the American Institute of Certified Public Accountants and the
Securities and Exchange Commission.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
V. MISCELLANEOUS
OTHER BUSINESS. The Board of Trustees knows of no other business to be
brought before the Meeting. However, if any other matters properly come before
the Meeting, it is the Board's 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 as proxies in the enclosed
form(s) of proxy.
SOLICITATION OF PROXIES. The costs of solicitation of proxies will be
borne by the Trust. Solicitation of proxies by personal interview, mail,
telephone, and telegraph may be made by officers and Trustees of the Trust (who
will receive no compensation therefor in addition to their regular salaries).
The Trust 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 (or a shareholder's financial
institution) has in its records for their accounts, and would be asked for their
Social Security
11
<PAGE>
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. The Trust's toll-free number will be
available in case the information contained in the confirmation is incorrect.
QUORUM. The Agreement and Declaration of Trust provides that 30% of
the shares entitled to vote on a matter shall constitute a quorum for the
transaction of business on that matter at a meeting. However, approval of the
Sub-Advisory Agreement and the New Sub-Advisory Agreement will require the
presence of a greater percentage of a Portfolio's shares at the Meeting in
person or by proxy.
ADJOURNMENT. In the event that sufficient votes in favor of any of the
proposals set forth in the Notice of the Meeting are not received by the time
scheduled for the Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting with respect to those proposals within a reasonable
time after the date set for the original Meeting without the necessity of
further notice to permit further solicitation of proxies with respect to those
proposals. In addition, if, in the judgment of the persons named as proxies,
subsequent developments make it advisable to defer action on one or more
proposals, but not all proposals, the persons named as proxies may propose one
or more adjournments of the Meeting with respect to those proposals for a
reasonable time in order to defer action on such proposals as they deem
advisable. Any lesser number than the percentage of voting shares necessary to
constitute a quorum will be sufficient for adjournments, as required by the
Trust's Agreement and Declaration of Trust and By-laws. The persons named as
proxies will vote in favor of such adjournment with respect to a proposal those
proxies which they are entitled to vote in favor of the proposal. They will vote
against any such adjournment those proxies which they have been instructed to
vote against such proposal, and they will vote to abstain any such proxies which
they are required to abstain from voting on such proposal. The costs of any such
additional solicitation and of any adjourned session will be borne by the Trust.
Any proposals for which sufficient favorable votes have been received by the
time of the Meeting may be acted upon and considered final regardless of whether
the Meeting is adjourned to permit additional solicitation with respect to any
other proposal.
TABULATION OF VOTES. Votes cast by proxy or in person at the Meeting
will be counted by persons appointed by the Trust to act as tellers for the
Meeting. The tellers will count the total number of votes cast "for" approval of
each proposal for purposes of determining whether sufficient affirmative votes
have been cast. The tellers will count shares represented by proxies that
withhold authority to vote or that reflect abstentions or "broker non-votes"
(i.e., shares held by a broker or nominee as to which (i) instructions have not
been received from the beneficial owners or persons entitled to vote and (ii)
the broker or nominee does not have the discretionary voting power on a
particular matter) as shares that are present and entitled to vote on the matter
for purposes of determining the presence of a quorum. Abstentions and broker
non-votes will have no effect on the election of Trustees and election of
auditors, but will have the effect of negative votes on the proposal to approve
the Sub-Advisory Agreement and the New Sub-Advisory Agreement.
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS OF
SHAREHOLDERS. The Trust's Agreement and Declaration of Trust does not provide
for annual meetings of shareholders, and the Trust does not currently intend to
hold such a meeting in 2000. Shareholder proposals for inclusion in the Trust's
proxy statement for any subsequent meeting must be received by the Trust a
reasonable period of time prior to any such meeting.
12
<PAGE>
APPENDIX A
FORM OF
SUB-ADVISORY AGREEMENT
June 1, 2000
Reich & Tang Asset Management L.P.
600 Fifth Avenue
New York, New York 10020
Gentlemen:
WHEREAS, we have entered into a Management Agreement with The Valiant Fund
(the "Fund"), dated July 29, 1993 (the "Management Agreement") pursuant to which
we have been employed to manage the investment and reinvestment of the Fund,
subject to the general control of the Fund's Board of Directors; and
WHEREAS, pursuant to the Management Agreement we have selected Reich & Tang
Asset Management L.P., as our Sub-Advisor.
We herewith confirm our agreement with you as follows:
1. The Fund, as provided in the Management Agreement, engages in the business
of investing and reinvesting the assets of its various series of shares (each a
"Series") in securities of the types, and in accordance with the limitations,
specified in its Agreement and Declaration of Trust, By-Laws and Registration
Statement filed with the Securities and Exchange Commission under the Investment
Company Act of 1940 (the "1940 Act") and the Securities Act of 1933, including
the Prospectuses forming a part thereof (the "Registration Statement"), all as
from time to time in effect, and in such manner and to such extent as may from
time to time be authorized by the Fund's Board of Trustees. We enclose copies
of the documents listed above and will furnish you such amendments thereto as
may be made from time to time.
2. (a) We have been employed to manage the investment and reinvestment of the
Series' assets as above specified, and, without limiting the generality of the
foregoing, to provide the investment management services specified in the
Management Agreement.
(b) Subject to the general control of the Board of Trustees, we hereby
subcontract with you to implement a continuous investment program for each of
the Series and to make decisions with respect to all purchases and sales of the
portfolio securities. To carry out such decisions, you are hereby authorized, as
our agent and attorney-in-fact, to place orders for the investment and
reinvestment of the Series' assets. In all purchases, sales and other
transactions in the Fund's portfolio securities you are authorized to exercise
full discretion and act for us in the same manner and with the same force and
effect as the Fund itself might or could do with respect to such purchases,
sales or other transactions, as well as with respect to all other things
necessary or incidental to the furtherance or conduct of such purchases, sales
or other transactions.
A1-1
<PAGE>
(c) You will report to the Fund's Board of Trustees, if requested, at each
meeting thereof all changes in the Series' portfolios since your prior report,
and will also keep us in touch with important developments affecting the Series'
portfolios and, on your initiative, will furnish us from time to time with such
information as you may believe appropriate for these purposes, whether
concerning the individual entities whose securities are included in the Series'
portfolios, the activities in which such entities engage, Federal income tax
policies applicable to our investments, or the conditions prevailing in the
money markets or the economy generally. You will also furnish us with such
statistical and analytical information with respect to the Series' portfolio
securities as you may believe appropriate or as we may reasonably request. In
making such purchases and sales of the Series' portfolio securities, you will
comply with the policies set from time to time by the Fund's Board of Trustees
as well as the limitations imposed by our Agreement and Declaration of Trust and
by the provisions of the Internal Revenue Code and the 1940 Act relating to
regulated investment companies and the limitations contained in the Registration
Statement.
(d) It is understood that you may from time to time employ, subcontract with or
otherwise associate with yourself, entirely at your expense, such persons as you
believe to be particularly fitted to asset you in the execution of your duties
hereunder.
(e) You or your affiliates with also furnish us at your own expense such
investment advisory supervision and assistance as you may believe appropriate or
as we may reasonably request subject to the requirements of any regulatory
authority to which you may be subject.
3. We will expect of you, and you will give us the benefit of, your best
judgment and efforts in rendering these services to us and the Fund, and we
agree as an inducement to your undertaking these services that you will not be
liable hereunder for any mistake of judgment or for any other cause, provided
that nothing herein shall protect you against any liability to us, the Fund, or
to the Fund's security holders by reason of willful misfeasance, bad faith or
gross negligence in the performance of your duties hereunder, or by reason of
your reckless disregard of your obligations and duties hereunder.
4. In consideration of the foregoing we will pay you according to the following
schedule, based upon the aggregate average daily net assets of the Fund's three
Series:
FEE SCHEDULE
Level of Assets Fee in basis points
--------------- -------------------
First $500 million 6.0
Next $1 billion 5.0
Next $500 million 4.0
Over $2 billion 3.5
Your fee will be accrued daily, and will be payable on the last day of each
calendar month for services performed hereunder during that month, or at such
other times as you and we may agree from time to time. You will be entitled to a
minimum monthly fee of $30,000 in any month in which the monthly calculation
based on the fee schedule is less than $30,000.
5. This Agreement will become effective on the date hereof and shall continue
in effect in respect of a Series for two years from the date of this Agreement,
and thereafter for successive twelve-month periods, provided that such
continuation is specifically approved at least annually by the Fund's Board of
Directors or by a vote of a majority of the outstanding voting securities, as
defined in the 1940 Act and the rules thereunder, of the Series in question and
in either case, by a majority of those of the Fund's directors who are neither
party to this Agreement nor, other than by their service as directors of the
trust, interested
A1-2
<PAGE>
persons, as defined in the 1940 Act and the rules thereunder, of any such person
who is party to this Agreement. This Agreement may be terminated at any time
without the payment of any penalty as to a Series (i) by vote of a majority of
the Series's outstanding voting securities, as defined in the 1940 Act and the
rules thereunder, (ii) by the Fund's Board of Trustees, on sixty days' written
notice to you, (iii) by us on sixty days' written notice to you, (iv) by you on
sixty days' written notice to us, or (v) upon the termination of the Management
Agreement.
6. This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by you and this agreement shall terminate automatically
in the event of such transfer, assignment, sale, hypothecation or pledge by you.
The terms "transfer", "assignment" and "sale" as used in this paragraph shall
have the meanings ascribed thereto by governing law and in applicable rules or
regulations of the Securities and Exchange Commission.
7. Except to the extent necessary to perform your obligations hereunder,
nothing herein shall be deemed to limit or restrict your right, or the right of
any of your employees, who may also be a director, officer or employee of the
Fund, or of a person affiliated with the Fund, as defined in the 1940 Act, to
engage in any other business or to devote time and attention to the management
or other aspects of any other business, whether or a similar or dissimilar
nature, or to render services of any kind to any other corporation, firm,
individual or association.
If the foregoing is in accordance with your understanding, you will kindly
so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
INTEGRITY MANAGEMENT & RESEARCH, INC.
By: /s/ Richard F. Curcio
--------------------------------
Name: Richard F. Curcio
Title: President, The Valiant Fund
ACCEPTED:
REICH & TANG ASSET MANAGEMENT L.P.
By: REICH & TANG ASSET MANAGEMENT, INC., as General Partner
By: /s/ Richard De Sanctis
----------------------------------
Name: Richard De Sanctis
Title: Chief Financial Officer, Reich & Tang Asset Management L.P.
A1-3
<PAGE>
THE VALIANT FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS ON SEPTEMBER 14, 2000
[NAME OF PORTFOLIO]
The undersigned hereby appoints Patricia Bingham, Paige C. Spurbeck, and each of
them separately, proxies with power of substitution to each, and hereby
authorizes them to represent and to vote, as designated below, at the Meeting of
Shareholders of The Valiant Fund (the "Trust"), on September 14, 2000 at 9:00
a.m. Eastern Time, and any adjournments thereof, all of the shares of the
Portfolio of the Trust named above which the undersigned would be entitled to
vote if personally present.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON
THIS PROXY CARD. All joint owners should sign.
When signing as executor, administrator, attorney,
trustee or guardian or as custodian for a minor,
please give full title as such. If a corporation,
please sign in full corporate name and indicate
the signer's office. If a partner, sign in the
partnership name.
__________________________________________________
Signature
__________________________________________________
Signature (if held jointly)
__________________________________________________
Date
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSALS.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Meeting. The Trustees unanimously recommend a
vote FOR the Proposals.
For Against Abstain
1. Proposal to approve the Sub-Advisory Agreement [ ] [ ] [ ]
between Integrity Management & Research, Inc.
and Reich & Tang Asset Management L.P.
For Against Abstain
2. Proposal to approve the New Sub-Advisory [ ] [ ] [ ]
Agreement between For Against Abstain
Integrity Management & Research, Inc. and
Reich & Tang Asset Management L.P.
3. Proposal to elect Trustees:
The nominees for Trustees are: John S. Culbertson, Richard F. Curcio, Rufus C.
Cushman, Jr., H. Willis Day, Roger F. Dumas, and Kenneth J. Phelps.
For All Withhold All For All Except TO WITHHOLD AUTHORITY TO VOTE
[ ] [ ] [ ] FOR ONE OR MORE OF THE NOMINEES,
MARK "FOR ALL EXCEPT" AND WRITE
THE NOMINEE'S NAME ON THE LINE
BELOW.
_________________________________
For Against Abstain
4. Proposal to ratify the selection of [ ] [ ] [ ]
PricewaterhouseCoopers LLP as the
independent auditor of the Trust
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
