<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
THE CARDINAL GROUP
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
N/A
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
THE CARDINAL GROUP
THE CARDINAL FUND
CARDINAL GOVERNMENT OBLIGATIONS FUND
CARDINAL GOVERNMENT SECURITIES MONEY MARKET FUND
CARDINAL TAX EXEMPT MONEY MARKET FUND
CARDINAL BALANCED FUND
CARDINAL AGGRESSIVE GROWTH FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of The Cardinal Fund,
Cardinal Government Obligations Fund,
Cardinal Government Securities Money Market
Fund, Cardinal Tax Exempt Money Market Fund,
Cardinal Balanced Fund and Cardinal
Aggressive Growth Fund, all of the portfolios
of The Cardinal Group:
Notice is hereby given that a Special Meeting of Shareholders of The
Cardinal Group (the "Group") will be held on Friday, March 20, 1998, at 9:00
a.m. EST, at 155 East Broad Street, Columbus, Ohio, for the purpose of
considering and acting on the following matters:
1. To approve a new Investment Advisory and Management Agreement with
Cardinal Management Corp.; and
2. To consider and act upon any matters incidental to the foregoing
and to transact such other business as may properly come before the Meeting
and any adjournment or adjournments thereof.
The close of business on February 2, 1998, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting.
All shareholders are cordially invited to attend the Meeting in person. If
you are unable to do so, please complete the enclosed proxy and return it in the
enclosed envelope.
By Order of the Trustees
Frank W. Siegel, President
February , 1998
YOUR VOTE IS IMPORTANT
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION, WE URGE YOU
TO COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED
ENVELOPE REQUIRES NO POSTAGE AND IS INTENDED FOR YOUR CONVENIENCE.
<PAGE> 3
THE CARDINAL FUND
CARDINAL GOVERNMENT OBLIGATIONS FUND
CARDINAL GOVERNMENT SECURITIES MONEY MARKET FUND
CARDINAL TAX EXEMPT MONEY MARKET FUND
CARDINAL BALANCED FUND
CARDINAL AGGRESSIVE GROWTH FUND
Six Series of
THE CARDINAL GROUP
155 EAST BROAD STREET
COLUMBUS, OHIO 43215
PROXY STATEMENT
FOR A SPECIAL MEETING OF SHAREHOLDERS
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Trustees of The Cardinal Group, an Ohio business trust (the
"Group"), to be used in connection with a Special Meeting of Shareholders of The
Cardinal Fund, Cardinal Government Obligations Fund, Cardinal Government
Securities Money Market Fund, Cardinal Tax Exempt Money Market Fund, Cardinal
Balanced Fund and Cardinal Aggressive Growth Fund, all of the series or
portfolios of the Group (collectively, the "Funds" and individually a "Fund") to
be held at 9:00 a.m., EST, on March 20, 1998, at 155 East Broad Street,
Columbus, Ohio (the "Meeting"). All persons who are shareholders of the Funds as
of February 2, 1998, the record date (the "Record Date"), will be entitled to
notice of and to vote at the Meeting.
The Group knows of no other business to be voted upon at the Meeting other
than Proposal 1 set forth in the accompanying Notice of Special Meeting of
Shareholders and as described in this Proxy Statement. The mailing address of
the principal executive offices of the Group is: 155 East Broad Street,
Columbus, Ohio 43215. The approximate date on which this Proxy Statement and
form of proxy are first sent to shareholders of the Funds is February 12, 1998.
The Trustees have fixed the close of business on the Record Date as the
date for the determination of shareholders entitled to notice of and to vote at
the Meeting. On the Record Date the following shares of beneficial interest,
without par value (collectively the "Shares" and individually a "Share") of the
Funds were outstanding and entitled to vote at the Meeting: The Cardinal Fund
("TCF") -- Investor Shares and Institutional Shares;
Cardinal Government Obligations Fund ("CGOF") -- Investor Shares and
Institutional Shares; Cardinal Government Securities Money Market Fund
("CGSMMF") -- Shares; Cardinal Tax Exempt Money Market Fund
("CTEMMF") -- shares; Cardinal Balanced Fund ("CBF") --
Investor Shares and Institutional Shares; and Cardinal Aggressive
Growth Fund ("CAGF") -- Investor Shares and Institutional
Shares. Each of the Shares is entitled to one vote for each dollar of net asset
value of such Share (and a proportionate fractional vote for any fractional
dollar value) as of the close of business on the Record Date. As of such time,
the net asset values of each Share of the Funds were as follows: TCF,
$ per Investor Share and $ per Institutional Share; CGOF,
$ per Investor Share and $ per Institutional Share; CGSMMF,
$1.00 per Share; CTEMMF, $1.00 per Share; CBF, $ per Investor Share and
$ per Institutional Share; and CAGF, $ per Investor Share and
$ per Institutional Share.
Shares represented by management proxies, unless previously revoked, will
be voted at the Meeting in accordance with the instructions of the shareholders.
If no instructions are given and the proxies are properly
<PAGE> 4
executed and returned to the Group, the proxies will be voted in favor of the
proposals. To revoke a management proxy, the shareholder giving such proxy must
either submit to the Group a subsequently dated proxy, deliver to the Group a
written notice of revocation or otherwise give notice of revocation in open
meeting, in all cases prior to the exercise of the authority granted in the
management proxy.
In the event that (1) sufficient votes to constitute a quorum are not
received by the date of the Meeting or (2) a quorum is present but sufficient
votes to approve Proposal 1 with respect to one or more Funds are not received,
a person named as proxy may propose one or more adjournments of the Meeting for
a reasonable period or periods to permit further solicitation of proxies,
provided that he determines that such an adjournment and additional solicitation
is reasonable and in the interests of shareholders. Any such adjournment will
require the affirmative vote of the holders of a majority of the votes
attributable to the Shares present at the Meeting in person or by proxy. The
persons named as proxies will vote in favor of such adjournment those proxies
which they are entitled to vote in favor of Proposal 1 and will vote against any
such adjournment those proxies required to be voted against such Proposal.
THE GROUP WILL FURNISH, WITHOUT CHARGE, A COPY OF THE GROUP'S MOST RECENT
ANNUAL REPORT TO SHAREHOLDERS UPON REQUEST, WHICH MAY BE MADE EITHER BY WRITING
TO THE GROUP AT THE ADDRESS ABOVE OR BY CALLING TOLL-FREE (800) 282-9446. THE
ANNUAL REPORT WILL BE MAILED TO YOU BY FIRST-CLASS MAIL WITHIN THREE BUSINESS
DAYS OF YOUR REQUEST.
PROPOSAL 1 -- NEW INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
GENERAL
Cardinal Management Corp., an Ohio corporation ("CMC"), 155 East Broad
Street, Columbus, Ohio 43215, serves as the investment adviser and manager of
each of the Funds pursuant to an Investment Advisory and Management Agreement
dated June 18, 1993, as amended as of January 10, 1996 (the "current Investment
Advisory Agreement"). CMC is a wholly owned subsidiary of The Ohio Company, an
Ohio corporation ("TOC").
TOC, an investment banking firm organized in 1925, is a member of the New
York and Chicago Stock Exchanges, other regional stock exchanges and the
National Association of Securities Dealers, Inc. Descendants of H. P. and R. F.
Wolfe, deceased, and members of their families, through their possession of a
majority of voting stock, are considered controlling persons of TOC. TOC serves
as the principal underwriter for each of the Funds.
On December 22, 1997, Fifth Third Bancorp ("Fifth Third"), Fifth Third M
Corp. ("Fifth Third M") and TOC entered into an Agreement and Plan of Merger
whereby, subject to various regulatory approvals and the satisfaction of certain
other conditions, Fifth Third M would merge with and into TOC (the "Merger"),
with TOC surviving as a wholly owned subsidiary of Fifth Third. Pursuant to the
terms of the current Investment Advisory Agreement, the occurrence of the Merger
will result in the "assignment," as defined in the Investment Company Act of
1940, as amended (the "1940 Act"), and automatic termination of the current
Investment Advisory Agreement between the Group and CMC. The Merger is currently
expected to be consummated on or about April 1, 1998.
Because of the automatic termination of the current Investment Advisory
Agreement upon the occurrence of the Merger, and the need for the Group to
continue to receive investment advisory services pursuant to a written agreement
after the Merger, the Board of Trustees of the Group on January 16, 1998,
unanimously approved the continued engagement of CMC as investment adviser and
manager of each of the Funds subject to the approval by each Fund's shareholders
of a new investment advisory and management agreement between the Group and CMC
(the "proposed Investment Advisory Agreement"), which will take effect upon the
effective date of the Merger. A copy of the proposed Investment Advisory
Agreement is attached hereto as Exhibit A. Mr. Lawrence H. Rogers II, a Trustee
of the Group who owns less than [1%] of the issued and outstanding common shares
of Fifth Third, is considered an interested Trustee for purposes of voting upon
the proposed Investment Advisory Agreement.
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<PAGE> 5
The proposed Investment Advisory Agreement is identical to the current
Investment Advisory Agreement between the Group and CMC with respect to each
Fund except that (1) the proposed Investment Advisory Agreement has an initial
term that runs until the one-year anniversary of the effective date of the
Merger, subject to extension from year to year thereafter (as more fully
described below), whereas the current Investment Advisory Agreement has an
initial term that ran through June 18, 1994, subject to extension from year to
year thereafter, and (2) the proposed Investment Advisory Agreement does not
include references to state expense limitations and CMC's obligation to
reimburse the Funds to come within any such limitations since such state laws
were preempted by the National Securities Markets Improvement Act of 1996,
adopted in October 1996.
Fifth Third has represented to the Board of Trustees of the Group that it
currently intends to seek to retain as employees of CMC or TOC certain personnel
who currently have day-to-day responsibility for the management of the
portfolios of the Funds, and that, to the extent other or additional personnel
is required to provide such day-to-day management after the Merger, Fifth Third
has the requisite personnel and resources to do so. See "DESCRIPTION OF THE
CURRENT AND PROPOSED INVESTMENT ADVISORY AGREEMENTS" below. IN ADDITION, FIFTH
THIRD EXPRESSED ITS CURRENT INTENT TO PRESENT A PROPOSAL TO THE SHAREHOLDERS OF
THE FUNDS TO COMBINE SUCH FUNDS WITH AND INTO CERTAIN SERIES OF FOUNTAIN SQUARE
FUNDS, AN OPEN-END MANAGEMENT INVESTMENT COMPANY ADVISED BY FIFTH THIRD BANK, A
WHOLLY OWNED SUBSIDIARY OF FIFTH THIRD. IT IS ANTICIPATED THAT SUCH A PROPOSAL
WILL BE PRESENTED TO SHAREHOLDERS OF THE FUNDS DURING THE SECOND QUARTER OF 1998
WITH THE RESULTING REORGANIZATION TO TAKE EFFECT PROMPTLY THEREAFTER.
The Board of Trustees of the Group, in making its determination to approve
the proposed Investment Advisory Agreement with CMC, which is more fully
described below, considered the financial strength of Fifth Third as well as its
stated commitment to the investment banking and investment management
businesses, the performance of other mutual funds managed by affiliates of Fifth
Third, the services currently provided to shareholders of the Funds and the
quality thereof, the terms of the proposed Investment Advisory Agreement and
that there are no proposed changes in the terms of such Agreement from the
current Investment Advisory Agreement (other than those described above) and the
representations of Fifth Third regarding the ongoing management of the Funds
after the Merger is consummated. AFTER REVIEWING AND CONSIDERING SUCH
INFORMATION, THE BOARD OF TRUSTEES OF THE GROUP UNANIMOUSLY APPROVED THE
PROPOSED INVESTMENT ADVISORY AGREEMENT AND RECOMMENDED THAT SUCH AGREEMENT BE
SUBMITTED TO THE FUNDS' SHAREHOLDERS FOR THEIR APPROVAL. Such recommendation is
based upon the Board's conclusion that the terms of the proposed Investment
Advisory Agreement are fair and reasonable and that CMC, once it becomes an
indirect wholly-owned subsidiary of Fifth Third, will be operated in such a
manner as to assure the continued delivery of quality portfolio management to
the Group.
THE GROUP'S TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF EACH
FUND VOTE TO APPROVE THE PROPOSED INVESTMENT ADVISORY AGREEMENT WITH CMC.
Approval of the proposed Investment Advisory Agreement with respect to each Fund
requires the affirmative vote of a majority of all votes attributable to the
outstanding voting securities of that Fund, defined as the lesser of (a) 67% or
more of the votes attributable to all voting securities of the Fund present at
such meeting, if holders of more than 50% of the votes attributable to the
outstanding voting securities are present or represented by proxy, or (b) more
than 50% of the votes attributable to the outstanding voting securities of that
Fund. If the proposed Investment Advisory Agreement is not so approved for a
Fund, the Trustees of the Group would be required to consider other
alternatives.
INFORMATION ABOUT FIFTH THIRD, FIFTH THIRD M AND CMC
Fifth Third is a publicly held bank holding company organized under the
laws of the State of Ohio. Through Fifth Third Bank, an Ohio, state chartered
bank and a wholly owned subsidiary, and other affiliates, as of December 31,
1997, Fifth Third managed assets in excess of $13 billion on a discretionary
basis and provided custody services for total assets in excess of $117 billion.
Fifth Third M, which is itself a direct wholly owned subsidiary of Fifth Third,
was organized by Fifth Third as a vehicle with which to effect the Merger.
Fifth Third Bank currently serves as the Funds' custodian and provides
various fund accounting services to each of the Funds. In addition, Fifth Third
Bank serves as investment adviser, custodian, transfer agent and sub-
3
<PAGE> 6
administrator to Fountain Square Funds, a registered open-end management
investment company which is comprised of fourteen series.
The principal offices of Fifth Third and Fifth Third M are located at 38
Fountain Square Plaza, Cincinnati, Ohio 45263.
The name, address and principal occupation of the principal executive
officer and each of the directors of CMC are as follows:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME POSITION WITH CMC AND BUSINESS ADDRESS*
- -------------------------- ------------------------------ ------------------------------
<S> <C> <C>
H. Keith Allen President and a Director Chief Operating Officer,
Secretary and a Director of
TOC
Jerry L. Greene Secretary, Treasurer and a Senior Vice President and
Director Treasurer of TOC
Frank W. Siegel Senior Vice President and a Senior Vice President of TOC
Director and Chartered Financial
Analyst
</TABLE>
- ---------------
* The business address of the principal executive officer and each director of
CMC is 155 East Broad Street, Columbus, Ohio 43215.
Messrs. Allen and Siegel are Chairman of the Board and a Trustee, and
President and a Trustee, respectively, of the Group. Mr. James M. Schrack, II,
Vice President of TOC and CMC, is Treasurer of the Group. Mr. C.A. Peterson, a
Trustee of the Group, owns less than 2% of the outstanding common stock of TOC
and Mr. Allen owns less than 3% of such common stock. As such, Messrs. Peterson
and Allen will receive common stock of Fifth Third in connection with the
Merger, as described more fully below.
It is anticipated that certain Trustees of the Group will resign from the
Board as of the effective date of the Merger in order to comply with certain
federal banking laws, including Glass-Steagall, and with sec.15(f) of the 1940
Act.
INFORMATION ABOUT THE MERGER
TOC, Fifth Third and Fifth Third M entered into an Agreement and Plan of
Merger dated December 22, 1997 (the "Merger Agreement"). The Merger Agreement
provides that, on the Effective Date (as defined below), Fifth Third M will
merge with and into TOC, with TOC as the surviving corporation. On the Effective
Date, each share of common stock of The Ohio Company outstanding immediately
prior to the Effective Date (other than shares of TOC subject to the rights of a
dissenting shareholder) will be converted into shares of Fifth Third at a rate
determined in accordance with a formula set forth in the Merger Agreement,
subject, however, to certain provisions relating to fractional shares. As stated
above, Mr. Peterson, a Trustee of the Group, and certain officers and directors
of TOC will receive shares of Fifth Third common stock as a result of such
conversion.
The Merger is currently expected to become effective on or about April 1,
1998 upon the filing of a certificate of merger with the Secretary of State of
the State of Ohio (the "Effective Date"). On the Effective Date, Fifth Third M
will merge with and into TOC. The Merger must be approved by shareholders of TOC
and is subject to various regulatory approvals and other conditions. There can
be no assurance that the Merger in fact will be consummated and, if so, when. If
the Merger does not occur, the current Investment Advisory Agreement will remain
in effect in accordance with its terms.
The Merger is subject to prior approval by the Board of Governors of the
Federal Reserve (the "Federal Reserve") and the Ohio Department of Commerce,
Division of Financial Institutions (the "State Banking Department") and is
subject to several other conditions, including compliance with various state and
federal securities laws and regulations. The regulatory applications have been
filed, and although no assurance can be given, it is anticipated that the
Federal Reserve and the State Banking Department will grant their approvals to
the Merger during [month and year to be added]. The Merger cannot be consummated
in the absence of requisite
4
<PAGE> 7
regulatory approvals. There can be no assurance that the Federal Reserve or the
State Banking Department will approve the Merger, and if the Merger is approved,
there can be no assurance as to the date of such approvals or as to what
conditions, if any, may be imposed by such approvals.
DESCRIPTION OF THE CURRENT AND PROPOSED INVESTMENT ADVISORY AGREEMENTS
The current Investment Advisory Agreement was approved by the initial sole
shareholder of CBF and CAGF on June 18, 1993, and by the initial sole
shareholder of TCF, CGOF, CGSMMF and CTEMMF on April 15, 1996, as required by
sec.15(a) of the 1940 Act. As described above, the current Investment Advisory
Agreement has an initial term that ran through June 18, 1994, subject to
extension from year to year thereafter. On January 16, 1998, the Board of
Trustees of the Group, including a majority of the Trustees who are not parties
to such Agreement or interested persons of any such party ("Disinterested
Trustees"), unanimously approved the current Investment Advisory Agreement's
renewal for another one year term.
The proposed Investment Advisory Agreement was approved unanimously by the
Group's Board of Trustees on January 16, 1998, including a majority of the
Disinterested Trustees, and is being submitted to shareholders of the Funds for
approval at the forthcoming Meeting. The proposed Investment Advisory Agreement
by its terms remains in effect for a Fund until one year from its effective date
(i.e., the Effective Date of the Merger), and thereafter remains in effect for
successive twelve-month periods. Each of the current Investment Advisory
Agreement and the proposed Investment Advisory Agreement provide that in order
to remain in effect after its initial term with respect to a Fund, such
continuance as to that Fund must be approved annually by the Board of Trustees
of the Group or by the vote of a majority of all votes attributable to the
outstanding voting securities of such Fund, and in either event by a majority of
the Disinterested Trustees.
In its capacity as investment adviser, and subject to the ultimate
authority of the Group's Board of Trustees, CMC, in accordance with the Funds'
investment objectives and policies, manages each Fund, and makes decisions with
respect to and places orders for all purchases and sales of its portfolio
securities. In addition, CMC generally assists in all aspects of each Fund's
administration and operation (other than those performed by Fifth Third Bank
under the Custodian and Fund Accounting and Services Agreements and by CMC under
the Transfer Agency Agreement). As compensation for such services, facilities
and expenses, pursuant to the terms of the current Investment Advisory
Agreement, CMC receives a fee (1) from each of CGOF, CGSMMF and CTEMMF, computed
and accrued daily and paid monthly, based on an annual rate of .50% of the daily
net asset value of that Fund; (2) from TCF, computed and accrued daily and paid
monthly, based on an annual rate of 0.60% of the daily net asset value of TCF;
and (3) from each of CBF and CAGF, computed and accrued daily and paid monthly,
based on an annual rate of .75% of the daily net asset value of that Fund. The
terms of the proposed Investment Advisory Agreement with respect to the services
to be provided, the expenses to be assumed and the compensation to be received
by CMC are identical to those terms of the current Investment Advisory
Agreement. One provision which is contained in the current Investment Advisory
Agreement but which is not in the proposed Investment Advisory Agreement is a
provision requiring CMC to reimburse a Fund a portion of its investment advisory
fee to the extent the expenses of that Fund exceed any applicable state expense
limitation. Such expense limitations were preempted by Federal law in October of
1996 and therefore such a provision is no longer applicable.
For the fiscal year ended September 30, 1997, the investment advisory fees
incurred by each of the Funds were as follows:
<TABLE>
<CAPTION>
FEES INCURRED FOR YEAR ENDED
FUND SEPTEMBER 30, 1997
-------------------------------------------------- ----------------------------
<S> <C>
TCF............................................... $1,563,425
CGOF.............................................. 654,206
CGSMMF............................................ 2,583,453
CTEMMF............................................ 326,321
CBF............................................... 112,980
CAGF.............................................. 86,746
</TABLE>
5
<PAGE> 8
The current Investment Advisory Agreement and the proposed Investment
Advisory Agreement each provide that CMC shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Group in connection
with the performance of such Agreement, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith, or negligence on the part of
CMC in the performance of its duties, or from negligent disregard by CMC of its
duties and obligations thereunder.
Pursuant to the current Investment Advisory Agreement, CMC, subject to the
policies established by the Board of Trustees of the Group and in accordance
with the Funds' investment restrictions and policies, is responsible for each
Fund's portfolio decisions and the placing of the Funds' portfolio transactions.
For the fiscal year ended September 30, 1997, the brokerage fees incurred by
each of TCF, CBF and CAGF were $312,417, $12,560 and $21,574, respectively. None
of those commissions were paid to TOC, and during such year, none of CGOF,
CGSMMF or CTEMMF incurred any brokerage commissions.
In executing such transactions, CMC seeks to obtain the best net results
for a Fund taking into account such factors as price (including the applicable
brokerage commission or dealer spread), size of order, difficulties of execution
and operational facilities of the firm involved and the firm's risk in
positioning a block of securities. While CMC generally seeks reasonably
competitive commission rates, for the reasons stated in the prior sentence, a
Fund will not necessarily be paying the lowest commission or spread available.
CMC may consider provision of research, statistical and other information
to the Group, a Fund or CMC in the selection of qualified broker-dealers who
effect portfolio transactions for a Fund so long as CMC's ability to obtain the
best net results for portfolio transactions of that Fund is not diminished. Such
research services include supplemental research, securities and economic
analyses, and statistical services and information with respect to the
availability of securities or purchasers or sellers of securities. Such research
services may also be useful to CMC in connection with its services to other
clients. Similarly, research services provided by brokers serving such other
clients may be useful to CMC in connection with its services to a Fund. Although
this information is useful to a Fund and CMC, except as described below, it is
not possible to place a dollar value on it. It is the opinion of the Board of
Trustees and CMC that the review and study of this information will not reduce
the overall cost to CMC of performing its duties to the Funds under the current
Investment Advisory Agreement. The Group is not authorized to pay brokerage
commissions which are in excess of those which another qualified broker would
charge solely by reason of brokerage and research services provided.
It is anticipated that CMC will continue to execute portfolio trades on
behalf of the Funds in the manner described above under the terms of the
proposed Investment Advisory Agreement.
OTHER SERVICES PROVIDED BY CMC, TOC AND FIFTH THIRD BANK
The Group has entered into a Transfer Agency Agreement dated as of January
22, 1997, (the "Transfer Agency Agreement"), with CMC pursuant to which CMC has
agreed to act as the transfer agent and dividend disbursing agent for each Fund.
Pursuant to the Transfer Agency Agreement, CMC, among other things, performs the
following services in connection with each of the Funds: maintenance of
shareholder records for the Fund's shareholders of record; processing
shareholder purchase and redemption orders; processing transfers and exchanges
of shares of the Group on the shareholder files and records; processing dividend
payments and reinvestment; and assistance in the mailing of shareholder reports
and proxy solicitation materials. In addition, from October 1, 1996 through
January 21, 1997, CMC also provided fund accounting services to the Funds.
For the fiscal year ended September 30, 1997, CMC earned the following fees
for such transfer agency and fund accounting services: TCF -- $222,167;
CGOF -- $139,470; CGSMMF -- $1,261,339; CTEMMF -- $83,219; CBF -- $22,479; and
CAGF -- $24,978.
TOC, 155 East Broad Street, Columbus, Ohio 43215, serves as the principal
underwriter of Shares of each Fund pursuant to a Distribution Agreement with the
Group. In its capacity as principal underwriter, TOC is available to receive
purchase orders and redemption requests relating to Shares of the Funds. TOC
receives no compensation from the Group under the Distribution Agreement, but
may receive compensation under the Distribution and Shareholder Service Plan
described below with respect to sales of Investor Shares of TCF,
6
<PAGE> 9
CGOF, CBF and CAGF and retain all or a portion of the sales charges with respect
to its sales of Investor Shares of TCF, CGOF, CBF and CAGF.
For the fiscal year ended September 30, 1997, commissions paid to TOC with
respect to the sale of Investor Shares of TCF, CGOF, CBF and CAGF, after
discounts to dealers, were $1,144,205.
The Group has adopted a Distribution and Shareholder Service Plan with
respect to Investor Shares (the "12b-1 Plan") pursuant to Rule 12b-1 under the
1940 Act under which each of TCF, CGOF, CBF and CAGF is authorized to pay TOC,
with respect to such Fund's Investor Shares, for payments TOC makes to
broker-dealers, including TOC, banks and other institutions for providing
distribution or shareholder service assistance or for distribution assistance
and/or shareholder service provided by TOC pursuant to an agreement between TOC
and the Group.
For the fiscal year ended September 30, 1997, fees earned by TOC under the
Rule 12b-1 Plan prior to any fee waiver, with respect to CBF were $43,215, with
respect to CAGF were $33,069, with respect to TCF were $756,425, and, with
respect to CGOF, were $391,397. TOC waived all such fees earned during the
period from October 1, 1996 through December 31, 1996. The amount of fees waived
during this period was as follows: $9,478, with respect to CBF; $5,962, with
respect to CAGF; $147,315, with respect to TCF; and $83,627, with respect to
CGOF.
The Group has also adopted an Administrative Services Plan with respect to
Institutional Shares (the "Services Plan") under which each of TCF, CGOF, CBF
and CAGF is authorized to pay banks, broker-dealers, savings and loan
associations, trust companies (including TOC), qualified investment advisers and
certain other financial institutions which serve in a fiduciary capacity on
behalf of customers or beneficiaries, to provide certain ministerial, record
keeping, and administrative support services to their customers who own of
record or beneficially Institutional Shares in such a Fund.
For the period of January 2, 1997 (the date Institutional Shares were first
offered) through September 30, 1997, fees earned by TOC under the Administrative
Services Plan, with respect to CBF were $2,021, with respect to CAGF were
$4,031, with respect to TCF were $28,412, and, with respect to CGOF, were
$5,877.
Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, serves
as the Funds' custodian pursuant to the Custody Agreement dated June 18, 1993,
as amended as of January 10, 1996. In such capacity Fifth Third Bank holds or
arranges for the holding of all portfolio securities and other assets of the
Funds. Pursuant to a Fund Accounting and Services Agreement dated January 22,
1997, Fifth Third Bank also provides fund accounting services to each of the
Funds. Such services include but are not limited to maintaining accounting books
and records for each Fund, recording investment, capital share, and income and
expense activities of each Fund, maintaining individual ledgers for the
investment securities of each Fund, reconciling cash and investment balances
with each Fund's custodian, preparing financial statements for each Fund,
preparing the Group's federal and state tax returns, assisting in the
preparation of the Group's annual and semi-annual reports to shareholders,
registration statements, and other documents required to be filed with the
Securities and Exchange Commission, obtaining daily market quotations from
independent pricing services for the securities portfolio of each Fund (other
than the money market Funds), and calculating the daily net asset value per
share for each class of shares within a Fund.
For the fiscal year ended September 30, 1997, Fifth Third Bank earned the
following fees with respect to its services as custodian and fund accountant for
each of the Funds:
<TABLE>
<CAPTION>
TCF CGOF CGSMMF CTEMMF CBF CAGF
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Custodian Fees.................... $ 35,714 $ 36,810 $30,872 $ 6,417 $ 10,363 $ 9,243
Fund Accounting Fees.............. 24,140 37,225 47,124 13,040 10,230 16,412
</TABLE>
It is expected that each of the services described above will continue if
the proposed Investment Advisory Agreement is approved by shareholders of each
of the Funds.
7
<PAGE> 10
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information as of February 2, 1998,
for each of the series of the Group with respect to each person or group known
by the Group to be the beneficial owner of more than 5% of any class of the
Group's outstanding voting securities:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
-------------------- ---------------------- ------------------- ---------------
<S> <C> <C> <C>
TCF--Institutional The Ohio Company %
Shares 155 East Broad Street
Columbus, Ohio 43215
CGOF--Institutional The Ohio Company %
Shares 155 East Broad Street
Columbus, Ohio 43215
CBF--Institutional The Ohio Company %
Shares 155 East Broad Street
Columbus, Ohio 43215
CAGF--Institutional The Ohio Company %
Shares 155 East Broad Street
Columbus, Ohio 43215
</TABLE>
- ---------------
(1) TCC is deemed to be the beneficial owner of such shares in its capacity as a
trustee of certain plans or trusts.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at any future meeting of
shareholders must be received by the Group at its principal office a reasonable
time before the Group's solicitation of proxies for such meeting in order for
such proposal to be considered for inclusion in the Group's Proxy Statement and
form or forms of Proxy relating to such meeting.
ADDITIONAL INFORMATION
With respect to the actions to be taken by the shareholders of the Funds on
the matters described in this Proxy Statement, (i) a majority of all votes
attributable to the outstanding Shares of a Fund entitled to vote with respect
to that matter present in person or by proxy at the Meeting shall constitute a
quorum; provided, that no action required by law or the Group's Declaration of
Trust to be taken by the holders of a designated proportion of Shares may be
authorized or taken by a lesser proportion; and (ii) abstentions shall be
treated as votes present for purposes of determining whether a quorum exists,
and for purposes of determining whether a proposal has been approved,
abstentions are treated as against votes. Broker non-votes, as described below,
will not be counted for purposes of determining whether a quorum exists or
whether a proposal has been approved or rejected. As used above, broker
non-votes are Shares for which a broker holding such Shares for a beneficial
owner has not received instructions from the beneficial owner and may not
exercise discretionary voting power with respect thereto, although such broker
may have been able to vote such Shares on other matters at a meeting for which
it has discretionary authority or instructions from the beneficial owner. Fifth
Third will bear all costs associated with the solicitation of proxies from the
shareholders.
By Order of the Trustees,
Frank W. Siegel, President
February , 1998
8
<PAGE> 11
EXHIBIT A
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
This Agreement is made as of , 1998, between The Cardinal
Group, an Ohio business trust (the "Group"), and Cardinal Management Corp., an
Ohio corporation (the "Manager").
WHEREAS, the Group is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Group desires to retain the Manager to furnish investment
advisory and administrative services to the newly created investment portfolios
of the Group and may retain the Manager to serve in such capacity to certain
additional investment portfolios of the Group, all as now or hereafter may be
identified in Schedule A hereto (such initial investment portfolios any such
additional investment portfolios together called the "Funds") and the Manager
represents that it is willing and possesses legal authority to so furnish such
services;
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained in this Agreement, the parties hereto agree as follows:
Section 1. Appointment. The Group hereby appoints the Manager to (a) act
as investment adviser to the Funds and (b) furnish administrative facilities and
services to the Funds, for the period and on the terms and subject to the
conditions set forth in this Agreement. The Manager accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided. Additional investment portfolios may from time to time be added to
those covered by this Agreement by the parties executing a new Schedule A which
shall become effective upon its execution and shall supersede any Schedule A
having an earlier date.
Section 2. Investment Advisory Services. Subject to the supervision of the
Group's Board of Trustees, the Manager shall provide a continuous investment
program for the Funds, including investment, research and management with
respect to all securities and investments and cash equivalents in the Funds. The
Manager shall determine from time to time what securities and other investments
will be purchased, retained or sold by the Group with respect to the Funds. The
Manager shall provide the services under this Agreement in accordance with each
of the Fund's investment objectives, policies, and restrictions as stated in
such Fund's most current Prospectus and Statement of Additional Information, as
presently in effect, and all amendments or supplements thereto, and resolutions
of the Group's Board of Trustees. The Manager further agrees that it:
(a) will use the same skill and care in providing such services as it
uses in providing services to any fiduciary accounts for which it has
investment responsibilities;
(b) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission (the "Commission") and, in addition,
will conduct its activities under this Agreement in accordance with any
applicable regulations of any governmental authority pertaining to the
investment advisory activities of the Manager;
(c) will place orders pursuant to its investment determinations for
the Funds either directly with the issuer or with any broker or dealer. In
placing orders with brokers and dealers, the Manager will attempt to obtain
and is hereby directed to obtain prompt execution of orders in an effective
manner at the most favorable price. Consistent with this obligation, when
the execution and price offered by two or more brokers or dealers are
comparable, the Manager may, in its discretion, purchase and sell portfolio
securities to and from brokers and dealers who provide the Manager with
research advice and other services. In no instance will portfolio
securities be purchased from or sold to The Ohio Company, the Manager, or
any affiliated person of the Group, The Ohio Company or the Manager unless
otherwise permitted by the 1940 Act, an exemption therefrom, or an order
thereunder;
(d) will maintain all books and records with respect to the securities
transactions of the Funds and will furnish the Group's Board of Trustees
such periodic and special reports as the Board may request; and
A-1
<PAGE> 12
(e) will advise and assist the officers of the Group in taking such
actions as may be necessary or appropriate to carry out the decisions of
the Group's Board of Trustees and of the appropriate committees of such
Board regarding the conduct of the business of the Funds; and
Section 3. Administrative Services. Subject to the supervision of the
Group's Board of Trustees, the Manager will provide the Group, with respect to
the operations of the Funds, overall management of the Funds' business affairs
except those performed by the custodians for the Funds under their custodian
agreements and the transfer agent and fund accountant for the Funds under their
transfer agency and fund accounting agreements.
The Manager shall maintain office facilities (which may be in the offices
of the Manager or of an affiliate but shall be in such location as the Group
shall reasonably determine); furnish statistical and research data, clerical and
certain bookkeeping services, personnel (including officers) and stationery and
office supplies; prepare the periodic reports to the Commission on Form N-SAR or
any replacement forms therefor; compile data for, prepare for execution by the
Funds and file all the Funds' federal and state tax returns and required tax
filings other than those required to be made by the Funds' custodian and
transfer agent; prepare compliance filings pursuant to state securities laws
with the advice of the Group's counsel; assist to the extent requested by the
Group with the Group's preparation of its Annual and Semi-Annual Reports to
Shareholders and its Registration Statements (on Form N-1A or any replacement
therefor); compile data for, prepare and file timely Notices to the Commission
required pursuant to Rule 24f-2 under the 1940 Act; keep and maintain the
financial accounts and records of the Funds, including calculation of daily
expense accruals; in the case of money market funds, determine the actual
variance from $1.00 of the Fund's net asset value per share; and generally
assist in all aspects of the operations of the Funds. In compliance with the
requirements of Rule 31a-3 under the 1940 Act, the Manager hereby agrees that
all records which it maintains for the Group are the property of the Group and
further agrees to surrender promptly to the Group any such records upon the
Group's request. The Manager further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a1 under the 1940 Act.
Section 4. Expenses. During the term of this Agreement, the Manager will
pay all expenses incurred by it in connection with its activities, duties and
obligations under this Agreement, other than the costs of securities (including
brokerage fees, if any) purchased for the Funds.
Section 5. Compensation. For the services provided and the expenses
assumed pursuant to this Agreement, each of the Funds will pay the Manager and
the Manager will accept as full compensation therefor a fee set forth on
Schedule A hereto. The obligations of the Funds to pay the above-described fee
to the Manager will begin as of the date hereof.
Section 6. Limitation of Liability. The Manager shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Funds in
connection with the performance of this Agreement, except a loss resulting from
a breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Manager in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.
Section 7. Duration and Termination. This Agreement will become effective
as of the date first written above (or, if a particular Fund is not in existence
on that date, on the date a registration statement relating to that Fund becomes
effective with the Commission), provided that it shall have been approved by
vote of a majority of the outstanding voting securities of such Fund, in
accordance with the requirements, if any, under the 1940 Act, and, unless sooner
terminated as provided herein, shall continue in effect until ,
1999.
Thereafter, if not terminated, this Agreement shall continue in effect as
to a particular Fund for successive periods of twelve months each ending on
of each year, provided such continuance is specifically approved at
least annually (a) by the vote of a majority of those members of the Group's
Board of Trustees who are not parties to this Agreement or interested persons of
any party to this Agreement, cast in person at a meeting called for the purpose
of voting on such approval, and (b) by the vote of a majority of the Group's
Board of Trustees or by the vote of a majority of all votes attributable to the
outstanding Shares of such Fund. Notwithstanding the foregoing, this Agreement
may be terminated as to a particular Fund at any time on sixty days' written
notice, without the payment of any penalty, by the Group (by vote of the Group's
Board of Trustees
A-2
<PAGE> 13
or by vote of a majority of the outstanding voting securities of such Fund) or
by the Manager. This Agreement will immediately terminate in the event of its
assignment. (As used in this Agreement, the terms "majority of the outstanding
voting securities," "interested persons" and "assignment" shall have the same
meanings as ascribed to such terms in the 1940 Act.)
Section 8. Manager's Representations. The Manager hereby represents and
warrants that it is willing and possesses all requisite legal authority to
provide the services contemplated by this Agreement without violation of
applicable laws and regulations.
Section 9. Amendment of this Agreement. No provision of this Agreement may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
Section 10. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by the laws of the State of Ohio.
The Cardinal Group is a business trust organized under Chapter 1746, Ohio
Revised Code and under a Declaration of Trust, to which reference is hereby made
and a copy of which is on file at the office of the Secretary of State of Ohio
as required by law, and to any and all amendments thereto so filed or hereafter
filed. The obligations of "The Cardinal Group" entered into in the name or on
behalf thereof by any of the Trustees, officers, employees or agents are made
not individually, but in such capacities, and are not binding upon any of the
Trustees, officers, employees, agents or shareholders of the Group personally,
but bind only the assets of the Group, as set forth in Section 1746.13(A), Ohio
Revised Code, and all persons dealing with any of the Funds of the Group must
look solely to the assets of the Group belonging to such Fund for the
enforcement of any claims against the Group.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
<TABLE>
<S> <C>
THE CARDINAL GROUP
By
-------------------------------------------
Name
-------------------------------------------
Title
-------------------------------------------
CARDINAL MANAGEMENT CORP.
By
-------------------------------------------
Name
-------------------------------------------
Title
-------------------------------------------
</TABLE>
A-3
<PAGE> 14
Dated , 1998
SCHEDULE A
TO THE
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
BETWEEN THE CARDINAL GROUP AND
CARDINAL MANAGEMENT CORP.
DATED AS OF , 1998
<TABLE>
<CAPTION>
NAME OF FUND COMPENSATION*
- ------------------------------------------------- -------------------------------------------
<S> <C>
Cardinal Balanced Fund Annual rate of seventy five one-hundredths
of one percent (.75%) of the average daily
net assets of such Fund
Cardinal Aggressive Growth Fund Annual rate of seventy five one-hundredths
of one percent (.75%) of the average daily
net assets of such Fund
The Cardinal Fund Annual rate of sixty one-hundredths of one
percent (.60%) of the average daily net
assets of such Fund
Cardinal Government Obligations Fund Annual rate of fifty one-hundredths of one
percent (.50%) of the average daily net
assets of such Fund
Cardinal Government Securities Money Market Fund Annual rate of fifty one-hundredths of one
percent (.50%) of the average daily net
assets of such Fund
Cardinal Tax Exempt Money Market Fund Annual rate of fifty one-hundredths of one
percent (.50%) of the average daily net
assets of such Fund
THE CARDINAL GROUP
By
-------------------------------------------
Name
-------------------------------------------
Title
-------------------------------------------
CARDINAL MANAGEMENT CORP.
By
-------------------------------------------
Name
-------------------------------------------
Title
-------------------------------------------
</TABLE>
- ---------------
* All fees are computed and paid monthly.
A-4
<PAGE> 15
THE CARDINAL GROUP
THE CARDINAL FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE GROUP
P
R
O
X
Y
The undersigned hereby appoints H. Keith Allen, Frank W. Siegel and
James M. Schrack II, and each of them, with full power of substitution, proxies
to vote and act with respect to all Shares of The Cardinal Fund (the "Fund") of
THE CARDINAL GROUP (the "Group"), which the undersigned is entitled to vote, at
the Special Meeting of Shareholders of the Group to be held Friday, March 20,
1998, at its offices at 155 East Broad Street, Columbus, Ohio, at __:00 A.M.
E.S.T. and at any and all adjournments thereof, on the following proposal and
any other matters that may properly come before the meeting.
(1) FOR [ ] AGAINST [ ] ABSTAIN [ ] approval of the new Investment
Advisory and Management Agreement by and between the Group and Cardinal
Management Corp.
The Shares represented by this proxy will be voted upon the proposal
listed hereon in accordance with the instructions given by the shareholder, but
if no instructions are given, and this proxy is properly executed and returned
to the Group, this proxy will be voted FOR the proposal and in accordance with
the best judgment of the proxies on any other matter which properly comes before
the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated February __, 1998, and the Proxy Statement
attached thereto.
<PAGE> 16
DATED:
---------------------------------
- ----------------------------------------
(Signature of Shareholder)
- ----------------------------------------
(Signature of Shareholder)
(Please sign legibly exactly as the name is printed on the left.)
PLEASE DATE, SIGN AND MAIL PROMPTLY
<PAGE> 17
THE CARDINAL GROUP
CARDINAL GOVERNMENT OBLIGATIONS FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE GROUP
P
R
O
X
Y
The undersigned hereby appoints H. Keith Allen, Frank W. Siegel and
James M. Schrack II, and each of them, with full power of substitution, proxies
to vote and act with respect to all Shares of Cardinal Government Obligations
Fund (the "Fund") of THE CARDINAL GROUP (the "Group"), which the undersigned is
entitled to vote, at the Special Meeting of Shareholders of the Group to be held
Friday, March 20, 1998, at its offices at 155 East Broad Street, Columbus, Ohio,
at __:00 A.M. E.S.T. and at any and all adjournments thereof, on the following
proposal and any other matters that may properly come before the meeting.
(1) FOR [ ] AGAINST [ ] ABSTAIN [ ] approval of the new Investment
Advisory and Management Agreement by and between the Group and Cardinal
Management Corp.
The Shares represented by this proxy will be voted upon the proposal
listed hereon in accordance with the instructions given by the shareholder, but
if no instructions are given, and this proxy is properly executed and returned
to the Group, this proxy will be voted FOR the proposal and in accordance with
the best judgment of the proxies on any other matter which properly comes before
the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated February __, 1998, and the Proxy Statement
attached thereto.
<PAGE> 18
\
DATED:
----------------------------------
- ----------------------------------------
(Signature of Shareholder)
- ----------------------------------------
(Signature of Shareholder)
(Please sign legibly exactly as the name is printed on the left.)
PLEASE DATE, SIGN AND MAIL PROMPTLY
<PAGE> 19
THE CARDINAL GROUP
CARDINAL GOVERNMENT SECURITIES MONEY MARKET FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE GROUP
P
R
O
X
Y
The undersigned hereby appoints H. Keith Allen, Frank W. Siegel and
James M. Schrack II, and each of them, with full power of substitution, proxies
to vote and act with respect to all Shares of Cardinal Government Securities
Money Market Fund (the "Fund") of THE CARDINAL GROUP (the "Group"), which the
undersigned is entitled to vote, at the Special Meeting of Shareholders of the
Group to be held Friday, March 20, 1998, at its offices at 155 East Broad
Street, Columbus, Ohio, at __:00 A.M. E.S.T. and at any and all adjournments
thereof, on the following proposal and any other matters that may properly come
before the meeting.
(1) FOR [ ] AGAINST [ ] ABSTAIN [ ] approval of the new Investment
Advisory and Management Agreement by and between the Group and
Cardinal Management Corp.
The Shares represented by this proxy will be voted upon the proposal
listed hereon in accordance with the instructions given by the shareholder, but
if no instructions are given, and this proxy is properly executed and returned
to the Group, this proxy will be voted FOR the proposal and in accordance with
the best judgment of the proxies on any other matter which properly comes before
the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated February __, 1998, and the Proxy Statement
attached thereto.
<PAGE> 20
DATED:
---------------------------
- ---------------------------------
(Signature of Shareholder)
- ---------------------------------
(Signature of Shareholder)
(Please sign legibly exactly as the name is printed on the left.)
PLEASE DATE, SIGN AND MAIL PROMPTLY
<PAGE> 21
THE CARDINAL GROUP
CARDINAL TAX EXEMPT MONEY MARKET FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE GROUP
P
R
O
X
Y
The undersigned hereby appoints H. Keith Allen, Frank W. Siegel and
James M. Schrack II, and each of them, with full power of substitution, proxies
to vote and act with respect to all Shares of Cardinal Tax Exempt Money Market
Fund (the "Fund") of THE CARDINAL GROUP (the "Group"), which the undersigned is
entitled to vote, at the Special Meeting of Shareholders of the Group to be held
Friday, March 20, 1998, at its offices at 155 East Broad Street, Columbus, Ohio,
at __:00 A.M. E.S.T. and at any and all adjournments thereof, on the following
proposal and any other matters that may properly come before the meeting.
(1) FOR [ ] AGAINST [ ] ABSTAIN [ ] approval of the new Investment
Advisory and Management Agreement by and between the Group and
Cardinal Management Corp.
The Shares represented by this proxy will be voted upon the proposal
listed hereon in accordance with the instructions given by the shareholder, but
if no instructions are given, and this proxy is properly executed and returned
to the Group, this proxy will be voted FOR the proposal and in accordance with
the best judgment of the proxies on any other matter which properly comes before
the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated February __, 1998, and the Proxy Statement
attached thereto.
<PAGE> 22
DATED:
----------------------
- ----------------------------
(Signature of Shareholder)
- ----------------------------
(Signature of Shareholder)
(Please sign legibly exactly as the name is printed on the left.)
PLEASE DATE, SIGN AND MAIL PROMPTLY
<PAGE> 23
THE CARDINAL GROUP
CARDINAL BALANCED FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE GROUP
P
R
O
X
Y
The undersigned hereby appoints H. Keith Allen, Frank W. Siegel and
James M. Schrack II, and each of them, with full power of substitution, proxies
to vote and act with respect to all Shares of Cardinal Balanced Fund (the
"Fund") of THE CARDINAL GROUP (the "Group"), which the undersigned is entitled
to vote, at the Special Meeting of Shareholders of the Group to be held Friday,
March 20, 1998, at its offices at 155 East Broad Street, Columbus, Ohio, at
__:00 A.M. E.S.T. and at any and all adjournments thereof, on the following
proposal and any other matters that may properly come before the meeting.
(1) FOR [ ] AGAINST [ ] ABSTAIN [ ] approval of the new Investment
Advisory and Management Agreement by and between the Group and Cardinal
Management Corp.
The Shares represented by this proxy will be voted upon the proposal
listed hereon in accordance with the instructions given by the shareholder, but
if no instructions are given, and this proxy is properly executed and returned
to the Group, this proxy will be voted FOR the proposal and in accordance with
the best judgment of the proxies on any other matter which properly comes before
the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated February __, 1998, and the Proxy Statement
attached thereto.
<PAGE> 24
DATED:
---------------------
- -----------------------------
(Signature of Shareholder)
- -----------------------------
(Signature of Shareholder)
(Please sign legibly exactly as the name is printed on the left.)
PLEASE DATE, SIGN AND MAIL PROMPTLY
<PAGE> 25
THE CARDINAL GROUP
CARDINAL AGGRESSIVE GROWTH FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE GROUP
P
R
O
X
Y
The undersigned hereby appoints H. Keith Allen, Frank W. Siegel and
James M. Schrack II, and each of them, with full power of substitution, proxies
to vote and act with respect to all Shares of Cardinal Aggressive Growth Fund
(the "Fund") of THE CARDINAL GROUP (the "Group"), which the undersigned is
entitled to vote, at the Special Meeting of Shareholders of the Group to be held
Friday, March 20, 1998, at its offices at 155 East Broad Street, Columbus, Ohio,
at __:00 A.M. E.S.T. and at any and all adjournments thereof, on the following
proposal and any other matters that may properly come before the meeting.
(1) FOR [ ] AGAINST [ ] ABSTAIN [ ] approval of the new Investment
Advisory and Management Agreement by and between the Group and Cardinal
Management Corp.
The Shares represented by this proxy will be voted upon the proposal
listed hereon in accordance with the instructions given by the shareholder, but
if no instructions are given, and this proxy is properly executed and returned
to the Group, this proxy will be voted FOR the proposal and in accordance with
the best judgment of the proxies on any other matter which properly comes before
the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated February __, 1998, and the Proxy Statement
attached thereto.
<PAGE> 26
DATED:
-----------------------
- -----------------------------
(Signature of Shareholder)
- -----------------------------
(Signature of Shareholder)
(Please sign legibly exactly as the name is printed on the left.)
PLEASE DATE, SIGN AND MAIL PROMPTLY
