<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Marquis Funds
----------------------------------------------------------------------
(Name of Registrant as specified in its Charter)
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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: N/A
2) Aggregate number of securities to which transaction applies: N/A
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.): N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: N/A
[ ] 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: N/A
2) Form, schedule or Registration statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
<PAGE>
MARQUIS FUNDS
2 Oliver Street
Boston, MA 02109
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 30, 1998
Notice is hereby given that a Special Meeting of the Shareholders
("Special Meeting") of the Institutional Money Market Fund ("Marquis
Institutional"), Treasury Securities Money Market Fund ("Marquis Treasury
Securities"), Tax-Exempt Money Market Fund ("Marquis Tax-Exempt"), Government
Securities Fund ("Marquis Government"), Strategic Income Bond Fund ("Marquis
Strategic Income"), Louisiana Tax-Free Income Fund ("Marquis Louisiana"),
Balanced Fund ("Marquis Balanced"), Value Equity Fund ("Marquis Value"),
Growth Equity Fund ("Marquis Growth"), Small Cap Equity Fund ("Marquis Small
Cap") and International Equity Fund ("Marquis International"), separate
series of Marquis Funds (the "Trust"), will be held at the offices of SEI
Investments Company at One Freedom Valley Road, Oaks, Pennsylvania 19456 on
April 30, 1998 at 10:00 a.m. (Eastern Time) for the following purposes:
1. To approve an Investment Advisory Agreement between Banc One
Investment Advisors Corporation ("Banc One Advisors") and the Trust
with respect to the eleven portfolios (the "Funds") of the Trust;
2. To transact such other business as may properly come before the
Special Meeting or any adjournment thereof.
The proposed Investment Advisory Agreement will become effective only upon
the acquisition of First Commerce Corporation by BANC ONE CORPORATION. The
proposals referred to above are discussed in the Proxy Statement attached to the
Notice. Each Shareholder is invited to attend the Special Meeting in person.
Shareholders of record at the close of business on February 26, 1998 (the
"Shareholders") are entitled to notice of, and to vote at, this Special Meeting
or any adjournment thereof.
By Order of the Trustees
/s/ John H. Grady, Jr.
----------------------
John H. Grady, Jr.
Secretary
March 20, 1998
YOUR VOTE IS IMPORTANT. YOU CAN HELP THE TRUST AVOID THE NECESSITY OF
SENDING FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE
ENCLOSED PROXY. IF YOU ARE UNABLE TO ATTEND THE SPECIAL MEETING, PLEASE
MARK, SIGN, DATE, AND RETURN THE ENCLOSED PROXY SO THAT THE NECESSARY QUORUM
MAY BE REPRESENTED AT THE SPECIAL MEETING. THE ENCLOSED ENVELOPE REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
-1-
<PAGE>
MARQUIS FUNDS
2 Oliver Street
Boston, MA 02019
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 30, 1998
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees (the
"Trustees") of Marquis Funds (the "Trust"). The proxy is revocable at any
time before it is voted by sending written notice of the revocation or a
subsequently executed proxy to the Trust or by appearing personally and
electing to vote on April 30, 1998 at the Special Meeting of Shareholders of
the Funds at 10:00 a.m. (Eastern Time) at the offices of SEI Investments
Company, One Freedom Valley Road, Oaks, Pennsylvania, 19456 (such meeting and
any adjournment thereof is referred to herein as the "Special Meeting"). The
cost of preparing and mailing the Notice of Special Meeting, the proxy card,
this proxy statement and any additional proxy material has been or is to be
borne by Banc One Investment Advisors Corporation. Proxy solicitations will
be made primarily by mail, but may also be made by telephone, telegraph, or
personal interview conducted by certain officers or employees of the Trust or
SEI Fund Resources ("SEI") (the Trust's administrator pursuant to an
administration agreement between SEI and the Trust dated as of August 17,
1993 (the "Administration Agreement")). In the event that the Shareholder
signs and returns the proxy card, but does not indicate a choice as to any of
the items on the proxy card, those Shares will be voted in favor of such
proposal(s).
Only Shareholders of record at the close of business on February 26,
1998 will be entitled to vote at the Special Meeting. On February 26, 1998,
Marquis Institutional had outstanding 65,491,251.540 shares of beneficial
interest ("Shares"), Marquis Treasury Securities had 1,174,858,546.790 Shares
outstanding, Marquis Tax-Exempt had 134,604,672.430 Shares outstanding,
Marquis Government had 14,982,165.217 Shares outstanding, Marquis Strategic
Income had 1,628,274.862 Shares outstanding, Marquis Louisiana had
4,176,190.985 Shares outstanding, Marquis Balanced had 11,275,644.940 Shares
outstanding, Marquis Value had 9,393,782.727 Shares outstanding , Marquis
Growth had 2,488,155.267 Shares outstanding, Marquis Small Cap had
462,998.288 Shares outstanding, and Marquis International had 234,285.978
Shares outstanding. Each Share of each Fund is entitled to one vote and each
fractional share is entitled to a proportionate fractional vote on each
matter to be acted upon at the Special Meeting.
For purposes of determining the presence of a quorum and counting votes on
the matters presented, Shares represented by abstentions and "broker non-votes"
will be counted as present, but not as votes cast, at the Special Meeting.
Under the Investment Company Act of 1940 (the "1940 Act"), the affirmative vote
necessary to approve the matter under consideration may be determined with
reference to a percentage of votes present at the Special Meeting, which would
have the effect of treating abstentions and non-votes as if they were votes
against the proposal. If approved by Shareholders, the proposed Investment
Advisory Agreement will become effective only if First Commerce Corporation is
acquired by BANC ONE CORPORATION.
The Trust's executive offices are located at One Freedom Valley Road,
Oaks, Pennsylvania 19456. This proxy statement and the enclosed Notice of
Special Meeting and proxy card are first being mailed to Shareholders on or
about March 20, 1998.
COPIES OF THE TRUST'S ANNUAL REPORT DATED SEPTEMBER 30, 1997 ARE AVAILABLE
UPON REQUEST FROM SEI AND MAY BE OBTAINED WITHOUT CHARGE BY CALLING
1-800-471-1144.
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<PAGE>
INTRODUCTION
This Special Meeting is being called for the following purposes: (1) to
approve an Investment Advisory Agreement between Banc One Investment Advisors
Corporation ("Banc One Advisors") and the Trust with respect to the Funds of the
Trust; and (2) to transact such other business as may properly come before the
Special Meeting or any adjournment thereof. Execution of the Investment
Advisory Agreement is contingent upon the acquisition of First Commerce
Corporation by BANC ONE CORPORATION.
Approval of Proposal (1) with respect to a Fund requires the affirmative
vote of the lesser of: (a) 67% or more of the outstanding Shares of such Fund
present at the Special Meeting, if the holders of more than 50% of the
outstanding Shares are present or represented by proxy, or (b) more than 50% of
the outstanding Shares of such Fund.
SUMMARY OF PROPOSAL
DESCRIPTION OF PROPOSAL FUNDS SOLICITED
(1) Approval of an Investment Marquis Institutional
Advisory Agreement between Marquis Treasury Securities
Banc One Advisors and the Trust Marquis Tax-Exempt
Marquis Government
Marquis Strategic Income
Marquis Louisiana
Marquis Balanced
Marquis Value
Marquis Growth
Marquis Small Cap
Marquis International
PROPOSAL (1) - APPROVAL OF INVESTMENT ADVISORY
AGREEMENT BETWEEN BANC ONE ADVISORS AND THE TRUST
WITH RESPECT TO EACH FUND OF THE TRUST
On February 23, 1998, the Trustees of the Trust, including a majority of
the Trustees who are not interested persons of the Trust or Banc One Advisors,
as defined in the 1940 Act, unanimously approved the form of a new Investment
Advisory Agreement between Banc One Advisors and the Trust on behalf of each of
the respective Funds. A copy of the form of the proposed Investment Advisory
Agreement between Banc One Advisors and the Trust appears as Exhibit A to this
proxy statement. The investment advisory fees paid by the Trust will not
change. The Trustees propose that the Shareholders of each of the Funds vote to
reconfigure the investment advisory arrangement with respect to the Funds by
selecting Banc One Advisors as the investment adviser of each of the Funds.
CURRENT INVESTMENT ADVISORY CONTRACTS
At the present time, First National Bank of Commerce in New Orleans ("First
NBC"), a wholly-owned subsidiary of First Commerce Corporation, serves as
investment adviser to the Funds pursuant to investment advisory agreements dated
August 17, 1993 (with respect to each of the Funds, except the Marquis Strategic
Income, Marquis Small Cap and Marquis International) and November 12, 1996 (with
respect to the Marquis Strategic Income, Marquis Small Cap and Marquis
International). Weiss, Peck & Greer, L.L.C. ("WPG") serves as a sub-advisor to
Marquis Tax-Exempt pursuant to a sub-investment advisory agreement dated May 31,
1996. The current investment advisory and sub-investment advisory agreements
were most recently approved by the Trustees, including the "non-
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<PAGE>
interested" Trustees (the "Independent Trustees"), on August 11, 1997, November
1, 1996 and May 19, 1997, respectively, and by shareholders of Marquis
Tax-Exempt on May 31, 1996. The investment advisory agreements are effective
until May 31, 1999 and November 12, 1998, respectively, and the sub-advisory
agreement is effective until May 31, 1998. However, the Trust's advisory
arrangements will terminate as a matter of law upon the acquisition of First
Commerce Corporation, parent of First NBC, by BANC ONE CORPORATION ("BANC ONE"),
the indirect parent of Banc One Advisors. The acquisition of First Commerce
Corporation by Banc One is expected to be completed in early 1998.
Under each of the current investment and sub-investment advisory agreements
between the relevant adviser and the Trust on behalf of each Fund, each adviser,
subject to the supervision of the Trustees of the Trust and in conformity with
the stated policies of each Fund, acts as investment adviser and directs the
investments of the Fund. The advisers are responsible for the management of
each Fund's assets in accordance with such Fund's investment objectives and
policies.
First NBC receives investment advisory fees from each Fund equal to a
percentage of each Fund's average daily net assets. First NBC voluntarily
waives a portion of its investment advisory fee. For the period ended September
30, 1997, annual advisory fees, with and without waivers, are as follows:
<TABLE>
<CAPTION>
Advisory Fee Advisory Fee
With Waiver Without Waiver
------------ --------------
<S> <C> <C>
Marquis Institutional .06% .15%
Marquis Treasury Securities .29% .30%
Marquis Tax-Exempt .35% .45%
Marquis Government .51% .55%
Marquis Strategic Income .31% .74%
Marquis Louisiana .35% .35%
Marquis Balanced .71% .74%
Marquis Value .74% .74%
Marquis Growth .72% .74%
Marquis Small Cap (1) .19% .40%
Marquis International (2) .19% .40%
</TABLE>
Pursuant to the sub-advisory agreement, WPG manages the assets of
Marquis Tax-Exempt on a daily basis, and continuously administers the
investment program of the Fund. As compensation, First NBC pays to WPG a
monthly sub-advisory fee equal, on an annual basis, to 0.075% of that Fund's
average daily net assets up to $150 million, 0.05% of the next $350 million
of the Fund's average daily net assets, 0.04% of the next $500 million; and
0.01% of the Fund's average daily net assets over 1% billion. The Fund's
sole responsibility is to pay the .35% advisory fee to First NBC. The Fund
is not responsible for the payment of the sub-advisory fee to WPG.
For the fiscal year ended September 30, 1997, the amount of advisory fees
paid by each Fund to First NBC was as follows:
<TABLE>
<CAPTION>
<S> <C>
Marquis Institutional $ 21,967
Marquis Treasury Securities $3,517,388
</TABLE>
- ------------------------------
(1) Total advisory fees, which include fees for Marquis Small Cap, are
1.19%. This includes fees at the "master" level of 1.00% and fees
at the "feeder" level of .19%. Without a voluntary waiver by First
NBC, total advisory fees would be 1.40%.
(2) Total advisory fees, which include fees for Marquis International,
are 1.15%. This includes fees at the "master" level of .96% and fees
at the "feeder" level of .19%. Without a voluntary waiver by First
NBC, total advisory fees would be 1.36%.
-4-
<PAGE>
<TABLE>
<S> <C>
Marquis Tax-Exempt $ 339,994
Marquis Government $ 852,086
Marquis Strategic Income $ 27,992
Marquis Louisiana $ 96,673
Marquis Balanced $ 876,750
Marquis Value $ 872,210
Marquis Growth $ 186,012
Marquis Small Cap $ 2,751
Marquis International $ 2,102
</TABLE>
For the same time period, First NBC paid to WPG $57,780 in sub-investment
advisory fees.
PROPOSED INVESTMENT ADVISORY CONTRACT
Under the proposed Investment Advisory Agreement, if approved, Banc One
Advisors will have full responsibility for providing continuous investment
advisory services to each Fund. In accordance with each Fund's investment
objective, policies and restrictions, and subject to the general supervision of
the Trustees, Banc One Advisors will manage the Funds' day-to-day investment
activities (except with respect to the Marquis Small Cap and Marquis
International Funds). Banc One Advisors will provide investment research and
make investment decisions concerning, and place all orders for, purchases and
sales of the Funds' securities (except with respect to the Marquis Small Cap and
Marquis International Funds). Banc One Advisors also will maintain the Funds'
records relating to such purchases and sales (except with respect to the Marquis
Small Cap and Marquis International Funds). With respect to the Marquis Small
Cap and Marquis International Funds (the "Feeder Funds"), Banc One Advisors will
invest in a "master" fund, cash and other non-investment securities and will
monitor the performance of SEI Investment Management Corporation, the manager of
the investment portfolios into which the Feeder Funds invest. Should the Feeder
Funds withdraw from the Corporate Master-Feeder-TM- structure, Banc One Advisors
may manage the assets of the Feeder Funds directly as it deems appropriate after
consultation with the Trustees of the Trust.
In consideration for the services provided and expenses assumed under the
Investment Advisory Agreement, the Trust has agreed to pay Banc One Advisors a
monthly fee at an annual rate of each Fund's average daily net assets as
follows:
<TABLE>
<CAPTION>
Advisory Fee Advisory Fee
With Waiver Without Waiver
------------ --------------
<S> <C> <C>
Marquis Institutional .06% .15%
Marquis Treasury Securities .29% .30%
Marquis Tax-Exempt .35% .45%
Marquis Government .51% .55%
Marquis Strategic Income .31% .74%
Marquis Louisiana .35% .35%
Marquis Balanced .71% .74%
Marquis Value .74% .74%
Marquis Growth .72% .74%
Marquis Small Cap(3) .19% .40%
</TABLE>
- --------------------------------
(3) Total advisory fees, which include fees for Marquis Small Cap, are
1.19%. This includes fees at the "master" level of 1.00% and fees
at the "feeder" level of .19%. Without a voluntary waiver by Banc
One Advisors, total advisory fees would be 1.40% .
-5-
<PAGE>
<TABLE>
<S> <C> <C>
Marquis International(4) .19% .36%
</TABLE>
The level of investment advisory fees paid by the Trust will not change
at least through the current fiscal year. Banc One Advisors will not retain
WPG as the sub-advisor to Marquis Tax-Exempt. Rather, Banc One Advisors will
actively manage the assets of Marquis Tax-Exempt on a daily basis.
If approved by Shareholders, the proposed Investment Advisory Agreement
will become effective on April 30, 1998, but only if First Commerce
Corporation is acquired by BANC ONE CORPORATION by that date. If First
Commerce is acquired by BANC ONE CORPORATION at a date later than April 30,
1998, the Investment Advisory Agreement will become effective as of that
date. Unless sooner terminated, the proposed Investment Advisory Agreement
will continue for an initial term ending two years after its initial
execution, and will thereafter continue for successive one-year terms,
provided that such continuation is specifically approved at least annually by
the Trustees, or by the vote of a majority of the outstanding Shares of each
of the Funds, and, in either case, by a majority of the Trustees who are not
interested persons as defined in the 1940 Act, by vote cast in person at a
meeting called for such purpose. Either Banc One Advisors or the Trust may,
at any time on 60 days' prior written notice, terminate the Investment
Advisory Agreement without payment of any penalty, by action of its Board of
Trustees or Directors, or by vote of the majority of its outstanding voting
securities. The current investment advisory contract requires 90 days'
notice from First NBC and 60 days' notice from the Trust. The Investment
Advisory Agreement will terminate automatically in the event of its
assignment, as defined in the 1940 Act.
In unanimously approving the proposed Investment Advisory Agreement and
recommending its approval by Shareholders, the Trustees, including the
Independent Trustees, considered the best interests of Shareholders of the Funds
and took into account all factors they deemed relevant. The factors considered
by the Trustees included the nature, quality, and extent of the service
furnished by Banc One Advisors; the investment record of Banc One Advisors in
managing funds of a similar type; the depth of Banc One Advisors' investment
advisory knowledge and experience; the level of the investment advisory fees
will remain unchanged; and data on the investment performance of other funds
advised by Banc One Advisors. In addition, the Board considered Banc One
Advisors' 25-plus years of experience in providing investment advisory advice.
After considering these factors, the Trustees concluded that the Investment
Advisory Agreement would benefit the Funds and their Shareholders.
In the event that the holders of a majority of the outstanding Shares of
any of the Funds vote in the negative with respect to the approval of the
Investment Advisory Agreement, the Trustees will consider such further action as
they may determine to be in the best interests of such Fund's Shareholders.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE FUNDS VOTE TO
APPROVE THE PROPOSED INVESTMENT ADVISORY AGREEMENT.
FUTURE PLANS FOR THE FUNDS
Banc One Advisors also serves as the investment advisor to The One
Group-Registered Trademark-, an open-end, advisory investment company. The One
Group consists of 40 funds with a variety of investment objectives. Several
of The One Group funds are substantially similar to the Marquis Funds. The
One Group in the future may propose that the Trustees of the Trust consider a
plan to consolidate each Marquis Fund with a similar existing Fund of The
One Group. The consolidation could include ending the role of the Marquis
Small Cap and Marquis International Funds as "feeder" funds in a Corporate
Master-Feeder-TM- structure. The proposal to consolidate the Funds would
require Trustee and shareholder approval. This discussion is for your
information only. You are not now being asked to consider or vote on this
issue.
- -------------------------------
(4) Total advisory fees, which include fees for Marquis International, are
1.15%. This includes fees at the "master" level of .96% and fees at the
"feeder" level of .19%. Without a voluntary waiver by Banc One Advisors,
total advisory fees would be 1.36%.
-6-
<PAGE>
INFORMATION ABOUT BANC ONE ADVISORS
Banc One Advisors is an indirect, wholly-owned subsidiary of BANC ONE
CORPORATION, a bank holding company incorporated in the state of Ohio. The
offices of Banc One Advisors are located at 1111 Polaris Parkway, P.O. Box
710211, Columbus, Ohio 43240. BANC ONE CORPORATION's offices are located at 100
East Broad Street, Columbus, Ohio 43271. BANC ONE CORPORATION operates in
Colorado, Illinois, Indiana, Kentucky, Louisiana, Ohio, Texas, Wisconsin,
Arizona, Utah, Oklahoma and West Virginia. In addition, BANC ONE CORPORATION
has several affiliates that engage in data processing, venture capital,
investment and merchant banking, and other diversified services including trust,
investment advisory, brokerage, equipment leasing, mortgage banking, consumer
finance and insurance. On a consolidated basis, BANC ONE CORPORATION had assets
of over $115 billion as of December 30, 1997.
Banc One Advisors represents a consolidation of the investment advisory
staffs of a number of bank affiliates of BANC ONE CORPORATION, which have
considerable experience in providing advisory services to open-end investment
company portfolios, including The One Group since 1985 (then known as The
Helmsman Fund). Prior to January 1993, Bank One, Milwaukee, NA served as the
investment adviser to The One Group and Bank One, Milwaukee, NA was an
indirect wholly-owned subsidiary of BANC ONE CORPORATION.
As of December 31, 1997, Banc One Advisors acted as investment adviser
for approximately $52 billion in assets, of which over $22 billion is in The
One Group. Banc One Advisors serves as investment adviser to the following
portfolios of The One Group which have investment objectives similar to those
of the Funds:
<TABLE>
<CAPTION>
Advisory Advisory
Net Assets Fees With Waiver Fees Without Waiver
---------- ----------------- ------------------
<S> <C> <C> <C>
Marquis Institutional
- ---------------------
One Group Treasury Only $ 743,690,932 .08% .08%
Money Market Fund
Marquis Treasury Securities
- ---------------------------
One Group Treasury Securities $3,332,214,771 .30% .35%
Money Market Fund
One Group Government
Money Market Fund $1,637,511,422 .08% .08%
Marquis Tax-Exempt
- ------------------
One Group Municipal $ 604,279,455 .25% .30%
Money Market Fund
Marquis Government
- ------------------
One Group Intermediate $ 644,005,261 .40% .60%
Bond Fund
Marquis Strategic Income
- ------------------------
One Group Income Bond Fund $ 842,919,027 .40% .60%
Marquis Louisiana
- -----------------
One Group Louisiana Municipal $ 156,154,076 .40% .60%
Bond Fund
Marquis Balanced
- ----------------
One Group Asset Allocation Fund $ 199,404,085 .55% .65%
Marquis Value
- -------------
One Group Disciplined Value Fund $ 624,360,707 .74% .74%
Marquis Growth
- --------------
One Group Growth Opportunities $ 792,252,820 .74% .74%
Fund
Marquis Small Cap
- -----------------
One Group Small Capitalization $ 108,021,894 .74% .74%
Fund
Marquis International
- ---------------------
One Group International Equity $ 462,398,871 .55% .55%
Index Fund
</TABLE>
-7-
<PAGE>
The name and principal occupation of the principal executive officer and
each of the directors of Banc One Advisors are as follows:
<TABLE>
<CAPTION>
Position(s) Held Principal
Name and Address With the Banc One Advisors Occupation
- ---------------- -------------------------- ----------
<S> <C> <C>
Michael J. McMennamin* Director Executive Vice
President and Chief
Financial Officer, Banc
One Corporation
Frederick L. Cullen* Director Chairman and Chief
Executive Officer, Bank
One, NA, and Chairman
and Chief Operating
Officer, Banc One Ohio
Corporation
David R. Meuse** Director Chairman and Chief
Executive Officer, Banc
One Capital Holdings
Corporation
Garrett Jamison** Director President, Bank One
Trust Company, NA
Geoff von Kuhn** Director Vice-Chairman, Banc One
Capital Corporation
David J. Kundert*** Chairman and Chief Chairman and Chief
Executive Officer Executive Officer
Bank One Trust Company,
NA and Chairman and
Chief Executive Officer,
Banc One Investment
Advisors Corporation
</TABLE>
* Principal business address is 100 East Broad Street, Columbus, Ohio 43271
** Principal business address is 150 East Gay Street, Columbus, Ohio 43515
*** Principal business address is 1111 Polaris Parkway, P.O. Box 710211,
Columbus, Ohio 43240
GLASS-STEAGALL ACT
In 1971, the United States Supreme Court held in INVESTMENT COMPANY
INSTITUTE v. CAMP that the federal statute commonly referred to as the
Glass-Steagall Act prohibits a national bank from operating a fund for the
collective investment of managing agency accounts. Subsequently, the Board of
Governors of the Federal Reserve System (the "Board") issued a regulation and
interpretation to the effect that the Glass-Steagall Act and such decision: (a)
preclude a bank holding company registered under the Bank Holding Company Act of
1956 (the "Holding Company Act") or any non-bank affiliate thereof from
sponsoring, organizing or controlling a registered open-end investment company
continuously engaged in the issuance of its shares, but (b) do not prohibit such
a holding company or affiliate from acting as investment adviser, transfer agent
and custodian to such investment company. In 1981, the United States Supreme
Court held in BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM v. INVESTMENT
COMPANY INSTITUTE that the Board did not exceed its authority under the Holding
Company Act when it adopted its regulation and interpretation authorizing bank
holding companies and their non-bank affiliates to Act as investment advisers to
registered closed-end investment companies. In the BOARD OF GOVERNORS case, the
Supreme Court also stated that if a national bank complied with the restrictions
imposed by the Board in its regulation and interpretation authorizing bank
holding companies and
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<PAGE>
their non-bank affiliates to Act as investment advisers to investment companies,
a national bank performing investment advisory services for an investment
company would not violate the Glass-Steagall Act.
Banc One Advisors has represented to the Trust in the Investment Advisory
Agreement that it may perform the services contemplated by the Trust's
Prospectus, the Trust's Statement of Additional Information and the Investment
Advisory Agreement, without violation of applicable statutes and regulations.
Future changes in either federal or state statutes and regulations relating to
the permissible activities of banks or bank holding companies and the
subsidiaries or affiliates of those entities, as well as further judicial or
administrative or interpretations of present and future regulations, could
prevent or restrict Banc One Advisors from continuing to perform such services
for the Trust. Depending upon the nature of any changes in services which could
be provided by Banc One Advisors, the Trustees would review the Trust's
relationship with Banc One Advisors and consider taking all action necessary in
the circumstances.
Should future legislative, judicial or administrative action prohibit or
restrict the proposed activities of or its affiliated and correspondent banks in
connection with customer purchases of Shares of the Trust, such banks might be
required to alter materially or discontinue the services offered by them to
customers. It is not anticipated, however, that any change in the Trust's
method of operations would effect the net asset value per Share of any Fund of
the Trust or result in financial losses to any customer.
INFORMATION ABOUT FIRST NBC
First NBC serves as each Fund's investment adviser under an advisory
agreement with the Trust. First NBC, through its Trust Group, makes the
investment decisions for the assets of the Funds and continuously reviews,
supervises and administers the investment programs of the Funds, subject to the
supervision of, and policies established by the Trustees of the Trust.
As of September 30, 1997, First NBC's Trust Group managed approximately
$3.2 billion in discretionary investment advisory accounts for individuals,
corporations and institutions with widely varying investment needs and
objectives. First NBC has provided investment advisory services since 1933.
First NBC has its principal offices at 201 St. Charles Avenue, New Orleans,
Louisiana 70170.
INFORMATION ABOUT WEISS, PECK & GREER, L.L.C.
WPG currently serves as the sub-advisor for the Marquis Tax-Exempt Fund
under a sub-advisory agreement with First NBC. WPG's principal business address
is One New York Plaza, New York, New York, 10004.
INFORMATION ABOUT SEI FUND RESOURCES
SEI Fund Resources, a Delaware business trust (the "Administrator"), has
its principal business offices at Oaks, Pennsylvania, 19456. The Administrator
and the Trust are parties to an Administration Agreement. Under the terms of
the Administration Agreement, the Administrator provides the Trust with
administrative services, other than investment advisory services, including all
regulatory reporting, necessary office space, equipment, personnel and
facilities.
INFORMATION ABOUT SEI INVESTMENTS DISTRIBUTION CO.
SEI Investments Distribution Co. (the "Distributor"), Oaks,
Pennsylvania, 19456, a wholly-owned subsidiary of SEI, and the Trust are
parties to a distribution agreement (the "Distribution Agreement"). Shares
also may be sold by broker-dealers who are members of the National
Association of Securities Dealers and certain other financial service firms,
who have entered into dealer agreements with the Distributor. The Distributor
will assist in
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<PAGE>
advertising and marketing shares of the Funds, including the distribution of the
Funds' Prospectus and Statement of Additional Information and marketing
materials.
ADDITIONAL INFORMATION
Trustees and Officers of the Trust
None of the Trustees or Officers of the Trust hold positions with Banc One
Advisors or have an interest in Banc One Advisors or in a person controlling,
controlled by or under common control with Banc One Advisors.
BENEFICIAL OWNERS
The following list indicates the beneficial ownership of the Shareholders
who, to the best knowledge of the Funds, are the beneficial owners of more than
5% of the outstanding Shares of the Funds:
<TABLE>
<CAPTION>
Name and Address of Record or Beneficial Holder Number of Shares % of Ownership
- ----------------------------------------------- ---------------- --------------
<S> <C> <C>
TREASURY SECURITIES MONEY MARKET FUND - TRUST CLASS
ENBECEE Company..................................... 521,877,017 99.98%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
TREASURY SECURITIES MONEY MARKET FUND - RETAIL CLASS
National Financial Services Corp.
for the Exclusive Benefit of Our Customers..... 337,233,793 58.54%
PO Box 3752
Church Street Station
New York, NY 10008-3752
ENBECEE Company..................................... 238,570,250 41.41%
Attn: Cash Sweep
PO Box 61837
New Orleans, LA 70161-1837
TAX EXEMPT MONEY MARKET FUND
National Financial Services Corp.
for the Exclusive Benefit of Our Customers..... 66,275,067 46.92%
PO Box 3752
Church Street Station
New York, NY 10008-3752
ENBECEE Company..................................... 59,728,073 42.29%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
</TABLE>
-10-
<PAGE>
<TABLE>
<S> <C> <C>
ENBECEE Company..................................... 15,232,979 10.78%
Attn: Cash Sweep
PO Box 61837
New Orleans, LA 70161-1837
INSTITUTIONAL MONEY MARKET FUND
ENBECEE Company..................................... 49,855,768 100%
Attn: Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
GOVERNMENT SECURITIES FUND
ENBECEE Company..................................... 8,012,749 53.63%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
ENBECEE Company..................................... 6,532,919 43.73%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
LOUISIANA TAX-FREE INCOME FUND
ENBECEE Company..................................... 1,436,392 34.63%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
BALANCED FUND
ENBECEE Company..................................... 9,949,859 88.27%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
ENBECEE Company..................................... 681,947 6.05%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
</TABLE>
-11-
<PAGE>
<TABLE>
<S> <C> <C>
VALUE EQUITY FUND
ENBECEE Company..................................... 4,166,181 44.47%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
ENBECEE Company..................................... 9,369,442 38.44%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
STRATEGIC INCOME BOND FUND
ENBECEE Company..................................... 746,547 47.22%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
ENBECEE Company..................................... 660,676 41.79%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
SMALL CAP EQUITY FUND
ENBECEE Company..................................... 174,900 40.81%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
ENBECEE Company..................................... 71,800 16.75%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
INTERNATIONAL EQUITY FUND
ENBECEE Company..................................... 197,679 71.72%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
</TABLE>
-12-
<PAGE>
<TABLE>
<S> <C> <C>
ENBECEE Company..................................... 19,898 7.22%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
GROWTH EQUITY FUND
ENBECEE Company..................................... 1,575,814 62.38%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
ENBECEE Company..................................... 666,552 26.39%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
</TABLE>
As a group, the Officers and Trustees of the Funds own less than 1% of the
outstanding Shares of each of the Funds. In fiscal year 1997, the Trust paid no
brokerage commissions to affiliated brokers.
Dated: March 20, 1998
IF YOU DO NOT EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE SIGN YOUR PROXY
CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE TO AVOID UNNECESSARY
EXPENSE AND DELAY. FOR YOUR CONVENIENCE, NO POSTAGE IS NECESSARY IF MAILED IN
THE UNITED STATES.
-13-
<PAGE>
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of April __, 1998 between Marquis Funds, a
Massachusetts business trust (herein called the "Trust"), and Banc One
Investment Advisors Corporation, an Ohio Corporation with its principal office
in Columbus, Ohio (herein called the "Investment Adviser").
WHEREAS, the Trust is registered as an open-end, diversified, advisory
investment company under the Investment Company Act of 1940, as amended ("1940
Act"); and
WHEREAS, the Trust desires to retain the Investment Adviser to furnish
investment advisory and related services to the series of the Trust identified
in Schedule A hereto (the "Portfolios") and the Investment Adviser represents
that it is willing and possesses legal authority to so furnish such services;
WHEREAS, the Investment Advisor is authorized to invest the assets of
the Small Cap Equity Fund or the International Equity Fund in another registered
investment company (a "Master Fund") or manage the assets directly as it deems
appropriate after consultations with the Board of Trustees;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
l. APPOINTMENT. The Trust hereby appoints the Investment Adviser to
act as investment adviser to the Portfolios for the period and on the terms set
forth in this Agreement. The Investment Adviser accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided.
2. DELIVERY OF DOCUMENTS. The Trust has furnished the Investment
Adviser with copies properly certified or authenticated of each of the following
documents:
(a) the Trust's Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts on June 29, 1993,
and all amendments thereto or restatements thereof (such Declaration, as
presently in effect and as it shall from time to time be amended or
restated, is herein called the "Declaration of Trust");
(b) the Trust's By-Laws and amendments thereto;
-14-
<PAGE>
(c) resolutions of the Trust's Board of Trustees authorizing the
appointment of the Investment Adviser and approving this Agreement;
(d) the Trust's original Notification of Registration on Form
N-8A under the 1940 Act as filed with the Securities and Exchange
Commission, and all amendments thereto;
(e) the Trust's current Registration Statement on Form N-lA
under the Securities Act of 1933, as amended ("1933 Act"), and under the
1940 Act, as filed with the Securities and Exchange Commission; and
(f) Each Portfolio's most recent prospectus and Statement of
Additional Information (such prospectuses and Statement of Additional
Information, as presently in effect, and all amendments and supplements
thereto are herein collectively called the "Prospectus").
The Trust will furnish promptly the Investment Adviser with copies of
all amendments of or supplements to the foregoing documents.
3. ADVISORY. Subject to the supervision of the Trust's Board of
Trustees, the Investment Adviser will provide or cause to be provided a
continuous investment program for each Portfolio, including investment research
and advisory with respect to all securities and investments and cash equivalents
in said Portfolios. The Investment Adviser will determine or cause to be
determined from time to time what securities and other investments will be
purchased, retained or sold by the Trust with respect to the Portfolios and will
place or cause to be placed orders for purchase and sale on behalf of the Trust
with respect to the Portfolios. The Investment Adviser will provide the
services under this Agreement in accordance with each Portfolio's investment
objective, policies and restrictions as stated in the Prospectus and resolutions
of the Trust's Board of Trustees. The Investment Adviser further agrees that it:
(a) will use the same skill and care in providing such services
as it uses in providing services to fiduciary accounts for which it has
investment responsibilities;
(b) will comply in all material respects with all applicable
Rules and Regulations of the Securities and Exchange Commission and in
addition will conduct its activities under this Agreement in accordance
with any applicable regulations pertaining to the investment advisory
activities of the Investment Adviser;
-15-
<PAGE>
(c) will not make loans to any person to purchase or carry
shares of beneficial interest of the Trust or make loans to the Trust;
(d) will place or cause to be placed orders for securities
pursuant to its investment determinations for the Trust either directly
with the issuer of such securities or with any broker or dealer. In
regard to such orders placed with brokers and dealers, the Investment
Adviser or any sub-investment adviser employed by the Investment Adviser
will attempt 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 Investment Adviser or any sub-investment adviser employed
by the Investment Adviser may, in its discretion and in compliance with the
provisions of Section 28(e) of the Securities Exchange Act of 1934, as
amended, purchase and sell portfolio securities to and from brokers and
dealers who provide the Investment Adviser or any such sub-investment
adviser with research advice and other services. In no instance will
portfolio securities be purchased from or sold to The One Group Services
Company, the Investment Adviser or any sub-investment adviser employed by
the Investment Adviser, or any affiliated person of either the Trust, The
One Group Services Company, the Investment Adviser or any sub-investment
adviser employed by the Investment Adviser;
(e) will treat confidentially and as proprietary information of
the Trust all records and other information relative to the Trust and
prior, present or potential interest holders, and will not use such records
and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to
and approval in writing by the Trust, which approval shall not be
unreasonably withheld and may not be withheld where the Investment Adviser
may be exposed to civil or criminal contempt proceedings for failure to
comply when requested to divulge such information by duly constituted
authorities, or when so requested by the Trust; and
(f) will maintain its policy and practice of conducting its
fiduciary functions independently. In making investment recommendations
for the Trust, the Investment Adviser's personnel will not inquire or take
into consideration whether the issuers of securities proposed for purchase
or sale for the Trust's account are customers of the Investment Adviser or
of its parent or its subsidiaries or affiliates. In dealing with such
customers, the Investment Adviser and its parent, subsidiaries, and
affiliates will not inquire or take into consideration whether securities
of those customers are held by the Trust.
4. USE OF SUB-INVESTMENT ADVISER. The Investment Adviser may,
subject to the approvals required under the 1940 Act, invest all or
substantially all of the assets of the Small Cap Fund or International Equity
Fund in shares of a Master Fund, or may employ a sub-investment adviser to
assist the Investment Adviser in the performance of its duties under this
-16-
<PAGE>
Agreement. Such use does not relieve the Investment Adviser of any duty or
liability it would otherwise have under this Agreement.
Compensation of the sub-investment adviser for services provided and expenses
assumed under any agreement between the Investment Adviser and the
sub-investment adviser permitted under this paragraph is the sole responsibility
of the Investment Adviser.
5. SERVICES NOT EXCLUSIVE. The investment advisory services
furnished by the Investment Adviser hereunder are not to be deemed exclusive.
Except to the extent necessary to perform the Investment Adviser's obligations
under this Agreement, nothing herein shall be deemed to limit or restrict the
right of the Investment Adviser, or any subsidiary or affiliate of the
Investment Adviser, or any employee of the Investment Adviser, to engage in any
other business or to devote time and attention to any other business, whether of
a similar or dissimilar nature, or to render services of any kind to any other
person.
6. BOOKS AND RECORDS. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Investment Adviser hereby agrees that all records
which it maintains for the Trust are the property of the Trust and further
agrees to surrender promptly to the Trust any of such records upon the Trust's
request. The Investment Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
7. EXPENSES. During the term of this Agreement, the Investment
Adviser will pay all expenses incurred by it in connection with its activities
under this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Trust. The Trust will be responsible for
all of the Trust's expenses and liabilities.
8. COMPENSATION. For the services provided and the expenses
assumed pursuant to this Agreement, each of the Portfolios will pay the
Investment Adviser and the Investment Adviser will accept as full
compensation therefor a fee computed daily and paid monthly in arrears on the
first business day of each month at the applicable annual rate set forth on
Schedule A hereto. The Investment Adviser may in its discretion, after
consultation with the Board, waive all or a portion of its fees. If the fee
payable to the Adviser pursuant to this paragraph begins to accrue before the
end of any month or if this Agreement terminates before the end of any month,
the fee for the period from such date to the end of such month or from the
beginning of such month to the date of termination, as the case may be, shall
be prorated according to the proportion which such period bears to the full
month in which such effectiveness or termination occurs. For purposes of
calculating fees, the value of the Trust's net assets shall be computed in
the manner specified in the Prospectus and the Fund's Declaration of Trust
for the computation of the value of the Trust's net assets in connection with
the determination of the net asset value of the Trust's shares.
-17-
<PAGE>
9. LIMITATION OF LIABILITY. The Investment Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Portfolios 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 Investment Adviser (or any
sub-advisor) in the performance of its duties or from reckless disregard by it
(or any sub-advisor) of its obligations and duties under this Agreement.
So long as the Investment Adviser acts in good faith and with due
diligence and without gross negligence or willful misconduct, the Trust assumes
full responsibility and agrees to and hereby does indemnify the Investment
Adviser and hold it harmless from and against any and all actions, suits and
claims, whether groundless or otherwise, and from and against any and all
losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses)
arising directly or indirectly out of said advisory relationship to the Trust or
any other service rendered to the Trust hereunder. The indemnity and defense
provisions set forth herein shall indefinitely survive the termination of this
Agreement.
The Investment Adviser's rights hereunder shall include the right to
reasonable advances of defense expenses in the event of any pending or
threatened litigation with respect to which indemnification hereunder may
ultimately be merited if a majority of the disinterested Trustees or independent
legal counsel determines that there is a reasonable belief that indemnification
ultimately will be permissible. However, it is ultimately determined that the
Investment Adviser is not entitled to indemnification, all funds advanced must
be returned to the Trust.
In order that the indemnification provision contained herein shall
apply, however, it is understood that if in any case the Trust may be asked to
indemnify or hold the Investment Adviser harmless, a determination must be made
either by a vote of a majority of the disinterested Trustees or by opinion of
independent legal counsel that indemnification is available. In addition, the
Trust shall be fully and promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that the Investment Adviser
will use all reasonable care to identify and notify the Trust promptly
concerning any situation which presents or appears likely to present the
probability of such a claim for indemnification against the Trust, but failure
to do so in good faith shall not affect the Investment Adviser's rights
hereunder.
10. DURATION AND TERMINATION. This Agreement will become effective
as to a particular Portfolio as of the date first written above, provided that
it shall have been approved by vote of a majority of the outstanding voting
securities of such Portfolio, in accordance with the requirements under the 1940
Act, and, unless sooner terminated as provided herein, shall continue in effect
until April __, 2000. Thereafter, if not terminated, this Agreement shall
continue in effect as to a particular Portfolio for successive periods of twelve
months each ending
-18-
<PAGE>
on February __ of each year, such continuance is specifically approved at least
annually (a) by the vote of a majority of those members of the Trust'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 Trust's Board
of Trustees or by the vote of a majority of the outstanding voting securities of
such Portfolio. Notwithstanding the foregoing, this Agreement may be terminated
as to a particular Portfolio at any time on sixty days' written notice, without
the payment of any penalty, by the Trust (by vote of the Trust's Board of
Trustees or by vote of a majority of the outstanding voting securities of such
Portfolio) or by the Investment Adviser. 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 meaning of such terms in the 1940 Act.)
11. 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.
12. 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 Commonwealth of Massachusetts.
The names "Marquis Funds" and "Trustees of Marquis Funds" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated as of June 29, 1993 to which reference is hereby made and a copy of
which is on file at the office of the Secretary of the Commonwealth of
Massachusetts and elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter filed. The obligations of "Marquis Funds" entered
into in the name or on behalf thereof by any of the Trustees, representatives or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, Shareholders or representatives of the Trust
personally, but bind only the assets of the Trust, and all persons dealing with
any series of Shares of the Trust must look solely to the assets of the Trust
belonging to such series for the enforcement of any claims against the Trust.
-19-
<PAGE>
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.
MARQUIS FUNDS
Seal By:
-----------------------------------
(Title)
BANC ONE INVESTMENT ADVISORS
CORPORATION
By:
-----------------------------------
(Title)
-20-
<PAGE>
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT BETWEEN
MARQUIS FUNDS
AND
BANC ONE INVESTMENT ADVISORS CORPORATION
DATED APRIL ___, 1998
<TABLE>
<CAPTION>
COMPENSATION AS A PERCENTAGE
NAME OF FUND OF AVERAGE DAILY NET ASSETS
------------ ----------------------------
<S> <C>
Institutional Money Annual rate of fifteen one-hundredths of
Market Fund one percent (.15%)
Treasury Securities Annual rate of thirty one-hundredths of
Money Market Fund one percent (.30%)
Tax-Exempt Money Annual rate of forty-five one-hundredths
Market Fund of one percent (.45%)
Government Securities Fund Annual rate of fifty-five one-hundredths
of one percent (.55%)
Strategic Income Bond Fund Annual rate of seventy-four one-
hundredths of one percent (.74%)
Louisiana Tax-Free Annual rate of thirty-five one-
Income Fund hundredths of one percent (.35%)
Balanced Fund Annual rate of seventy-four one-
hundredths of one percent (.74%)
</TABLE>
-21-
<PAGE>
<TABLE>
<S> <C>
Value Equity Fund Annual rate of seventy-four one-
hundredths of one percent (.74%)
Growth Equity Fund Annual rate of seventy-four one-
hundredths of one percent (.74%)
Small Cap Fund During any term of this Agreement while
the Portfolio's "investment securities"
are 100% invested in a Master Fund:
Annual rate of forty one-hundredths of
one percent (.40%)
During any term of this Agreement while
the Portfolio's "investment securities"
are managed by the Investment Advisor
(either directly or through a sub-
advisor): Annual rate of forty one-
hundredths of one percent (.90%)
International Equity Fund During any term of this Agreement while
the Portfolio's "investment securities"
are 100% invested in a Master Fund:
Annual rate of forty one-hundredths of
one percent (.40%)
During any term of this Agreement while
the Portfolio's "investment securities"
are managed by the Investment Advisor
(either directly or through a sub-
advisor): Annual rate of forty one-
hundredths of one percent (1.10%)
</TABLE>
-22-
<PAGE>
MARQUIS FUNDS
INSTITUTIONAL MONEY MARKET FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS, APRIL 30, 1998
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoint(s) Kathryn Stanton and Michelle Beaudry and
each of them (with full power of substitution), the proxy or proxies of the
undersigned to attend the Special Meeting of Shareholders of the
Institutional Money Market Fund (the "Fund") of Marquis Funds (the "Trust")
to be held on Thursday, April 30, 1998 in the offices of SEI Investments
Company, One Freedom Valley Road, Oaks, Pennsylvania 19456 at 10:00 a.m.,
Eastern Time, and any adjournments thereof (the "Meeting"), to vote all of
the shares of the Fund that the signer would be entitled to vote if
personally present at the Meeting (the "Shares") and on any other matters
brought before the Meeting, all as set forth in the Notice of the Meeting.
Said proxies are directed to vote or refrain from voting pursuant to the
Proxy Statement as checked below upon the following matters:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
AND WILL BE VOTED "FOR" THE PROPOSAL UNLESS OTHERWISE INDICATED.
1. Proposal to approve an investment advisory agreement between Banc One
Investment Advisors Corporation and the Trust with respect to the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact such other business as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.
Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below your signature.
Dated: 1998
-------------
----------------------------------
Signature
----------------------------------
Signature
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED HEREIN BY THE SIGNING
SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED,
SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES FOR PROPOSAL 1 AND WILL BE VOTED IN THE APPOINTED PROXIES DISCRETION
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE DATE, SIGN AND RETURN PROMPTLY.
<PAGE>
MARQUIS FUNDS
TREASURY SECURITIES MONEY MARKET FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS, APRIL 30, 1998
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoint(s) Kathryn Stanton and Michelle Beaudry and
each of them (with full power of substitution), the proxy or proxies of the
undersigned to attend the Special Meeting of Shareholders of the Treasury
Securities Money Market Fund (the "Fund") of Marquis Funds (the "Trust") to be
held on Thursday, April 30, 1998 in the offices of SEI Investments Company, One
Freedom Valley Road, Oaks, Pennsylvania 19456 at 10:00 a.m., Eastern Time, and
any adjournments thereof (the "Meeting"), to vote all of the shares of the Fund
that the signer would be entitled to vote if personally present at the Meeting
(the "Shares") and on any other matters brought before the Meeting, all as set
forth in the Notice of the Meeting. Said proxies are directed to vote or
refrain from voting pursuant to the Proxy Statement as checked below upon the
following matters:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
AND WILL BE VOTED "FOR" THE PROPOSAL UNLESS OTHERWISE INDICATED.
1. Proposal to approve an investment advisory agreement between Banc One
Investment Advisors Corporation and the Trust with respect to the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact such other business as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.
Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below your signature.
Dated: 1998
-------------
----------------------------------
Signature
----------------------------------
Signature
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED HEREIN BY THE SIGNING
SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED,
SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES FOR PROPOSAL 1 AND WILL BE VOTED IN THE APPOINTED PROXIES DISCRETION
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE DATE, SIGN AND RETURN PROMPTLY.
<PAGE>
MARQUIS FUNDS
TAX-EXEMPT MONEY MARKET FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS, APRIL 30, 1998
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoint(s) Kathryn Stanton and Michelle Beaudry and
each of them (with full power of substitution), the proxy or proxies of the
undersigned to attend the Special Meeting of Shareholders of the Tax-Exempt
Money Market Fund (the "Fund") of Marquis Funds (the "Trust") to be held on
Thursday, April 30, 1998 in the offices of SEI Investments Company, One Freedom
Valley Road, Oaks, Pennsylvania 19456 at 10:00 a.m., Eastern Time, and any
adjournments thereof (the "Meeting"), to vote all of the shares of the Fund that
the signer would be entitled to vote if personally present at the Meeting (the
"Shares") and on any other matters brought before the Meeting, all as set forth
in the Notice of the Meeting. Said proxies are directed to vote or refrain from
voting pursuant to the Proxy Statement as checked below upon the following
matters:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
AND WILL BE VOTED "FOR" THE PROPOSAL UNLESS OTHERWISE INDICATED.
1. Proposal to approve an investment advisory agreement between Banc One
Investment Advisors Corporation and the Trust with respect to the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact such other business as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.
Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below your signature.
Dated: 1998
-------------
----------------------------------
Signature
----------------------------------
Signature
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED HEREIN BY THE SIGNING
SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED,
SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES FOR PROPOSAL 1 AND WILL BE VOTED IN THE APPOINTED PROXIES DISCRETION
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE DATE, SIGN AND RETURN PROMPTLY.
<PAGE>
MARQUIS FUNDS
GOVERNMENT SECURITIES FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS, APRIL 30, 1998
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoint(s) Kathryn Stanton and Michelle Beaudry and
each of them (with full power of substitution), the proxy or proxies of the
undersigned to attend the Special Meeting of Shareholders of the Government
Securities Fund (the "Fund") of Marquis Funds (the "Trust") to be held on
Thursday, April 30, 1998 in the offices of SEI Investments Company, One Freedom
Valley Road, Oaks, Pennsylvania 19456 at 10:00 a.m., Eastern Time, and any
adjournments thereof (the "Meeting"), to vote all of the shares of the Fund that
the signer would be entitled to vote if personally present at the Meeting (the
"Shares") and on any other matters brought before the Meeting, all as set forth
in the Notice of the Meeting. Said proxies are directed to vote or refrain from
voting pursuant to the Proxy Statement as checked below upon the following
matters:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
AND WILL BE VOTED "FOR" THE PROPOSAL UNLESS OTHERWISE INDICATED.
1. Proposal to approve an investment advisory agreement between Banc One
Investment Advisors Corporation and the Trust with respect to the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact such other business as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.
Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below your signature.
Dated: 1998
-------------
----------------------------------
Signature
----------------------------------
Signature
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED HEREIN BY THE SIGNING
SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED,
SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES FOR PROPOSAL 1 AND WILL BE VOTED IN THE APPOINTED PROXIES DISCRETION
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE DATE, SIGN AND RETURN PROMPTLY.
<PAGE>
MARQUIS FUNDS
STRATEGIC INCOME BOND FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS, APRIL 30, 1998
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoint(s) Kathryn Stanton and Michelle Beaudry and
each of them (with full power of substitution), the proxy or proxies of the
undersigned to attend the Special Meeting of Shareholders of the Strategic
Income Bond Fund (the "Fund") of Marquis Funds (the "Trust") to be held on
Thursday, April 30, 1998 in the offices of SEI Investments Company, One Freedom
Valley Road, Oaks, Pennsylvania 19456 at 10:00 a.m., Eastern Time, and any
adjournments thereof (the "Meeting"), to vote all of the shares of the Fund that
the signer would be entitled to vote if personally present at the Meeting (the
"Shares") and on any other matters brought before the Meeting, all as set forth
in the Notice of the Meeting. Said proxies are directed to vote or refrain from
voting pursuant to the Proxy Statement as checked below upon the following
matters:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
AND WILL BE VOTED "FOR" THE PROPOSAL UNLESS OTHERWISE INDICATED.
1. Proposal to approve an investment advisory agreement between Banc One
Investment Advisors Corporation and the Trust with respect to the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact such other business as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.
Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below your signature.
Dated: 1998
-------------
----------------------------------
Signature
----------------------------------
Signature
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED HEREIN BY THE SIGNING
SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED,
SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES FOR PROPOSAL 1 AND WILL BE VOTED IN THE APPOINTED PROXIES DISCRETION
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE DATE, SIGN AND RETURN PROMPTLY.
<PAGE>
MARQUIS FUNDS
LOUISIANA TAX-FREE INCOME FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS, APRIL 30, 1998
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoint(s) Kathryn Stanton and Michelle Beaudry and
each of them (with full power of substitution), the proxy or proxies of the
undersigned to attend the Special Meeting of Shareholders of the Louisiana
Tax-Free Income Fund (the "Fund") of Marquis Funds (the "Trust") to be held on
Thursday, April 30, 1998 in the offices of SEI Investments Company, One Freedom
Valley Road, Oaks, Pennsylvania 19456 at 10:00 a.m., Eastern Time, and any
adjournments thereof (the "Meeting"), to vote all of the shares of the Fund that
the signer would be entitled to vote if personally present at the Meeting (the
"Shares") and on any other matters brought before the Meeting, all as set forth
in the Notice of the Meeting. Said proxies are directed to vote or refrain from
voting pursuant to the Proxy Statement as checked below upon the following
matters:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
AND WILL BE VOTED "FOR" THE PROPOSAL UNLESS OTHERWISE INDICATED.
1. Proposal to approve an investment advisory agreement between Banc One
Investment Advisors Corporation and the Trust with respect to the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact such other business as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.
Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below your signature.
Dated: 1998
-------------
----------------------------------
Signature
----------------------------------
Signature
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED HEREIN BY THE SIGNING
SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED,
SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES FOR PROPOSAL 1 AND WILL BE VOTED IN THE APPOINTED PROXIES DISCRETION
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE DATE, SIGN AND RETURN PROMPTLY.
<PAGE>
MARQUIS FUNDS
BALANCED FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS, APRIL 30, 1998
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoint(s) Kathryn Stanton and Michelle Beaudry and
each of them (with full power of substitution), the proxy or proxies of the
undersigned to attend the Special Meeting of Shareholders of the Balanced Fund
(the "Fund") of Marquis Funds (the "Trust") to be held on Thursday, April 30,
1998 in the offices of SEI Investments Company, One Freedom Valley Road, Oaks,
Pennsylvania 19456 at 10:00 a.m., Eastern Time, and any adjournments thereof
(the "Meeting"), to vote all of the shares of the Fund that the signer would be
entitled to vote if personally present at the Meeting (the "Shares") and on any
other matters brought before the Meeting, all as set forth in the Notice of the
Meeting. Said proxies are directed to vote or refrain from voting pursuant to
the Proxy Statement as checked below upon the following matters:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
AND WILL BE VOTED "FOR" THE PROPOSAL UNLESS OTHERWISE INDICATED.
1. Proposal to approve an investment advisory agreement between Banc One
Investment Advisors Corporation and the Trust with respect to the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact such other business as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.
Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below your signature.
Dated: 1998
-------------
----------------------------------
Signature
----------------------------------
Signature
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED HEREIN BY THE SIGNING
SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED,
SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES FOR PROPOSAL 1 AND WILL BE VOTED IN THE APPOINTED PROXIES DISCRETION
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE DATE, SIGN AND RETURN PROMPTLY.
<PAGE>
MARQUIS FUNDS
VALUE EQUITY FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS, APRIL 30, 1998
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoint(s) Kathryn Stanton and Michelle Beaudry and
each of them (with full power of substitution), the proxy or proxies of the
undersigned to attend the Special Meeting of Shareholders of the Value Equity
Fund (the "Fund") of Marquis Funds (the "Trust") to be held on Thursday, April
30, 1998 in the offices of SEI Investments Company, One Freedom Valley Road,
Oaks, Pennsylvania 19456 at 10:00 a.m., Eastern Time, and any adjournments
thereof (the "Meeting"), to vote all of the shares of the Fund that the signer
would be entitled to vote if personally present at the Meeting (the "Shares")
and on any other matters brought before the Meeting, all as set forth in the
Notice of the Meeting. Said proxies are directed to vote or refrain from voting
pursuant to the Proxy Statement as checked below upon the following matters:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
AND WILL BE VOTED "FOR" THE PROPOSAL UNLESS OTHERWISE INDICATED.
1. Proposal to approve an investment advisory agreement between Banc One
Investment Advisors Corporation and the Trust with respect to the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact such other business as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.
Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below your signature.
Dated: 1998
-------------
----------------------------------
Signature
----------------------------------
Signature
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED HEREIN BY THE SIGNING
SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED,
SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES FOR PROPOSAL 1 AND WILL BE VOTED IN THE APPOINTED PROXIES DISCRETION
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE DATE, SIGN AND RETURN PROMPTLY.
<PAGE>
MARQUIS FUNDS
GROWTH EQUITY FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS, APRIL 30, 1998
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoint(s) Kathryn Stanton and Michelle Beaudry and
each of them (with full power of substitution), the proxy or proxies of the
undersigned to attend the Special Meeting of Shareholders of the Growth Equity
Fund (the "Fund") of Marquis Funds (the "Trust") to be held on Thursday, April
30, 1998 in the offices of SEI Investments Company, One Freedom Valley Road,
Oaks, Pennsylvania 19456 at 10:00 a.m., Eastern Time, and any adjournments
thereof (the "Meeting"), to vote all of the shares of the Fund that the signer
would be entitled to vote if personally present at the Meeting (the "Shares")
and on any other matters brought before the Meeting, all as set forth in the
Notice of the Meeting. Said proxies are directed to vote or refrain from voting
pursuant to the Proxy Statement as checked below upon the following matters:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
AND WILL BE VOTED "FOR" THE PROPOSAL UNLESS OTHERWISE INDICATED.
1. Proposal to approve an investment advisory agreement between Banc One
Investment Advisors Corporation and the Trust with respect to the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact such other business as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.
Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below your signature.
Dated: 1998
-------------
----------------------------------
Signature
----------------------------------
Signature
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED HEREIN BY THE SIGNING
SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED,
SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES FOR PROPOSAL 1 AND WILL BE VOTED IN THE APPOINTED PROXIES DISCRETION
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE DATE, SIGN AND RETURN PROMPTLY.
<PAGE>
MARQUIS FUNDS
SMALL CAP EQUITY FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS, APRIL 30, 1998
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoint(s) Kathryn Stanton and Michelle Beaudry and
each of them (with full power of substitution), the proxy or proxies of the
undersigned to attend the Special Meeting of Shareholders of the Small Cap
Equity Fund (the "Fund") of Marquis Funds (the "Trust") to be held on Thursday,
April 30, 1998 in the offices of SEI Investments Company, One Freedom Valley
Road, Oaks, Pennsylvania 19456 at 10:00 a.m., Eastern Time, and any adjournments
thereof (the "Meeting"), to vote all of the shares of the Fund that the signer
would be entitled to vote if personally present at the Meeting (the "Shares")
and on any other matters brought before the Meeting, all as set forth in the
Notice of the Meeting. Said proxies are directed to vote or refrain from voting
pursuant to the Proxy Statement as checked below upon the following matters:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
AND WILL BE VOTED "FOR" THE PROPOSAL UNLESS OTHERWISE INDICATED.
1. Proposal to approve an investment advisory agreement between Banc One
Investment Advisors Corporation and the Trust with respect to the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact such other business as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.
Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below your signature.
Dated: 1998
-------------
----------------------------------
Signature
----------------------------------
Signature
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED HEREIN BY THE SIGNING
SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED,
SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES FOR PROPOSAL 1 AND WILL BE VOTED IN THE APPOINTED PROXIES DISCRETION
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE DATE, SIGN AND RETURN PROMPTLY.
<PAGE>
MARQUIS FUNDS
INTERNATIONAL EQUITY FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS, APRIL 30, 1998
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoint(s) Kathryn Stanton and Michelle Beaudry and
each of them (with full power of substitution), the proxy or proxies of the
undersigned to attend the Special Meeting of Shareholders of the International
Equity Fund (the "Fund") of Marquis Funds (the "Trust") to be held on Thursday,
April 30, 1998 in the offices of SEI Investments Company, One Freedom Valley
Road, Oaks, Pennsylvania 19456 at 10:00 a.m., Eastern Time, and any adjournments
thereof (the "Meeting"), to vote all of the shares of the Fund that the signer
would be entitled to vote if personally present at the Meeting (the "Shares")
and on any other matters brought before the Meeting, all as set forth in the
Notice of the Meeting. Said proxies are directed to vote or refrain from voting
pursuant to the Proxy Statement as checked below upon the following matters:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
AND WILL BE VOTED "FOR" THE PROPOSAL UNLESS OTHERWISE INDICATED.
1. Proposal to approve an investment advisory agreement between Banc One
Investment Advisors Corporation and the Trust with respect to the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact such other business as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.
Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below your signature.
Dated: 1998
-------------
----------------------------------
Signature
----------------------------------
Signature
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED HEREIN BY THE SIGNING
SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED,
SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES FOR PROPOSAL 1 AND WILL BE VOTED IN THE APPOINTED PROXIES DISCRETION
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE DATE, SIGN AND RETURN PROMPTLY.
