<PAGE> 1
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:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The Parkstone Advantage Fund - - SEC File Nos. 33-65690 811-7850
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(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
July ___, 1998
Dear Parkstone Advantage Fund Shareholder:
You are invited to attend the Special Meeting of Shareholders of Parkstone
Advantage Fund on August 13, 1998. The meeting is being held at the offices of
BISYS Fund Services Limited Partnership, 3435 Stelzer Road, Columbus, Ohio
43219 at ____ a.m. Eastern Time.
As a Parkstone Advantage shareholder, you are not required to attend the
shareholder meeting; however, you are strongly encouraged to exercise your
vote. Your vote is important no matter how many shares you own. A proxy
package has been enclosed outlining the proposed changes to the Parkstone
Advantage Fund, which include the approval of:
- - Election of the Board of Trustees
- - Changes to the fundamental investment objectives of the funds
- - Changes which make uniform among the funds the fundamental investment
limitations
- - Changes in the classification of fundamental investment objectives,
policies and limitations to non-fundamental
For those who are unable to attend the meeting, please note that you have
received one proxy card for each fund you own. A postage-paid reply envelope
has been enclosed for you to return your signed and dated proxy vote. It is
important that we receive your vote(s) prior to the meeting.
If you have questions, please call 1-800-451-8377. Thank you in advance for
your cooperation.
Sincerely,
John B. Rapp
Chairman
The Parkstone Advantage Fund
<PAGE> 3
THE PARKSTONE ADVANTAGE FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 13, 1998
JULY 2, 1998
TO THE SHAREHOLDERS OF
THE PARKSTONE ADVANTAGE FUND:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of each of the Funds listed below (each, a "Fund" and collectively,
the "Funds") of The Parkstone Advantage Fund (the "Trust") will be held on
August 13, 1998, at ____ a.m./p.m. (Eastern time), at the offices of BISYS Fund
Services Limited Partnership, 3435 Stelzer Road, Columbus, Ohio 43219.
The Funds of the Trust are: the Small Capitalization Fund, Mid
Capitalization Fund, International Discovery Fund and Bond Fund.
The Meeting will be held with respect to the Funds for the following
purposes:
PROPOSAL 1. To elect eight (8) nominees to the Board
of Trustees.
PROPOSAL 2. To approve a change in each Fund's
fundamental investment policies and
objective to make such objective
non-fundamental.
PROPOSAL 3. To approve changes to the following
fundamental investment policies and
limitations of the Funds:
(a) limitation on underwriting activities;
(b) limitation on real estate related transactions;
(c) limitation on investment in commodities;
(d) limitation regarding industry concentration;
(e) limitation on loans;
(f) limitation on borrowing and the issuance of senior
<PAGE> 4
securities; and
(g) limitation on issuer diversification.
PROPOSAL 4. To approve a change in the following
fundamental investment policies and
limitations to make such policies and
limitations non-fundamental:
(a) with respect to the Funds, the limitation on
purchasing securities on margin; and
(b) with respect to the Funds, the limitation on writing
or selling call options.
PROPOSAL 5. To transact such other business as may
properly come before the Meeting or any
adjournment thereof.
The Proposals stated above are discussed in detail in the attached
Proxy Statement. Shareholders of record as of the close of business on June 12,
1998 are entitled to notice of, and to vote at, the Meeting or any adjournment
thereof.
YOUR TRUSTEES UNANIMOUSLY RECOMMEND
THAT YOU VOTE IN FAVOR OF THE PROPOSALS.
SHAREHOLDERS ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE THE ACCOMPANYING PROXY CARD OR CARDS WHICH ARE BEING SOLICITED
BY THE TRUST'S BOARD OF TRUSTEES. YOU MAY ALSO FAX YOUR VOTED CARD(S) TO
1-888-451-8683 TO REGISTER YOUR VOTE. THIS IS IMPORTANT FOR THE PURPOSE OF
ENSURING A QUORUM AT THE MEETING. A PROXY MAY BE REVOKED BY ANY SHAREHOLDER AT
ANY TIME BEFORE IT IS EXERCISED BY EXECUTING AND SUBMITTING A REVISED PROXY, BY
GIVING WRITTEN NOTICE OF REVOCATION TO THE TRUST'S SECRETARY, OR BY WITHDRAWING
THE PROXY AND VOTING IN PERSON AT THE MEETING.
-----------------------------------------
W. Bruce McConnel, III
Secretary
July 2, 1998
-2-
<PAGE> 5
THE PARKSTONE ADVANTAGE FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees (the "Board") of The Parkstone Advantage
Fund (the "Trust") for use at the Special Meeting of Shareholders of the Trust
and any adjournment(s) thereof (the "Meeting") to be held on August 13, 1998 at
____ a.m./p.m. (Eastern time), at the offices of BISYS Fund Services Limited
Partnership, 3435 Stelzer Road, Columbus, Ohio 43219. This Proxy Statement and
accompanying proxy card or cards will first be mailed on or about July 2, 1998.
The Trust currently offers four (4) investment portfolios which are
each referred to herein as a "Fund" and collectively, as the "Funds." The Funds
of the Trust are: the Small Capitalization Fund, Mid Capitalization Fund,
International Discovery Fund and Bond Fund.
Only shareholders of record of the Funds at the close of business on
June 12, 1998 will be entitled to notice of, and to vote at the Meeting. Each
shareholder of record on that date is entitled to one vote for each dollar of
net asset value invested and a proportionate fractional vote for any fraction of
one dollar of net asset value invested as to each proposal (each a "Proposal"
and collectively the "Proposals") on which such shareholder is entitled to vote.
The Funds' shares are referred to herein as "Shares."
The rights accompanying Fund shares are legally vested in separate
accounts of Security Benefit Life Insurance Company. However, holders of
variable annuity contracts funded through the separate accounts generally have
the right to instruct separate accounts as to voting Fund shares on all matters
to be voted on by Fund shareholders. Voting rights of the participants of the
separate accounts are more fully set forth in the prospectus relating to those
accounts issued by Security Benefit Life Insurance Company.
The following table summarizes the Proposals to be voted on at the
Meeting and indicates those shareholders who are being solicited with respect to
each Proposal:
<PAGE> 6
<TABLE>
<CAPTION>
TABLE
PROPOSAL SHAREHOLDERS SOLICITED
-------- ----------------------
<S> <C>
1. To elect eight (8) All Funds of the Trust. All
nominees to the Board of shareholders of all Funds of
Trustees. the Trust will vote together.
2. To approve a change in All Funds, each voting
each Fund's fundamental separately as a Fund.
investment objective to
make such objective non-
fundamental.
3. To approve changes to the
following fundamental
investment policies and
limitations of the Funds:
(a) limitation on All Funds, each voting
underwriting activities; separately as a Fund.
(b) limitation on real All Funds, each voting
estate related separately as a Fund.
transactions;
(c) limitation on All Funds, each voting
investment in separately as a Fund.
commodities;
(d) limitation regarding All Funds, each voting
industry concentration; separately as a Fund.
(e) limitation on loans; All Funds, each voting
separately as a Fund.
(f) limitation on All Funds, each voting
borrowing and the separately as a Fund.
issuance of senior
securities.
(g) limitation on issuer All Funds, each voting
diversification. separately as a Fund.
</TABLE>
2
<PAGE> 7
<TABLE>
<CAPTION>
PROPOSAL SHAREHOLDERS SOLICITED
-------- ----------------------
<S> <C>
4. To approve a change in
the following fundamental
investment policies and
limitations of the Funds
indicated below to make
such policies and
limitations non-
fundamental:
(a) limitation on All Funds, each voting
purchasing securities on separately as a Fund.
margin; and
(b) limitation on All Funds, each voting
writing or selling call separately as a Fund.
options.
5. To transact such other Any and/or all Funds, voting
business as may properly together or each voting
come before the Meeting separately as a Fund, as the
or any adjournment(s) circumstances may dictate.
thereof.
</TABLE>
The following table sets forth, by Fund and as of the record date, the
number of Shares of each of the Funds which were outstanding and entitled to
vote and the number of votes per Share to which a shareholder of each such Fund
is entitled:
On June 12, 1998, the following Shares were outstanding and entitled to
notice of, and to vote at the Meeting:
-3-
<PAGE> 8
<TABLE>
<CAPTION>
AGGREGATE NET ASSET
SHARES NET ASSETS VALUE PER VOTES
OUTSTANDING VALUE AS SHARE AS PER
FUND/CLASS AS OF JUNE OF JUNE SHARE
--------- OF JUNE 12, 12, 1998 12, 1998 -----
1998 -------- --------
----
<S> <C> <C> <C> <C>
Small Capitalization Fund
Mid Capitalization Fund
International Discovery Fund
Bond Fund
</TABLE>
Proxy solicitations will be made primarily by mail, but proxy
solicitations also may be made by telephone, facsimile, telegraph or personal
interview. The Trust will bear all proxy solicitation costs. Any shareholder
submitting a proxy may revoke it at any time before it is exercised by
submitting to the Trust a written notice of revocation or a subsequently
executed proxy or by attending the Meeting and voting in person.
The Board of Trustees intends to bring before the meeting the matters
set forth in items 1, 2, 3 and 4 in the foregoing notice. The persons named in
the enclosed proxy and acting thereunder will vote with respect to items 1, 2, 3
and 4 in accordance with the directions of the shareholders as specified on the
proxy card. If no choice is specified, the shares will be voted IN FAVOR of the
election of the eight nominees to the Board of Trustees described in proposal 1,
IN FAVOR of the proposal to change each Fund's fundamental investment objective
to make such objective non-fundamental, as described in proposal 2, IN FAVOR of
the proposal to approve certain changes to investment limitations of the Funds
as described in proposal 3 and IN FAVOR of the proposal to make certain
fundamental investment policies and limitations non-fundamental as described in
proposal 4. If any other matters are properly presented to the meeting for
action, it is intended that the persons named in the enclosed proxy and acting
thereunder will vote in accordance with the views of management thereon. Shares
owned of record by Security Benefit Life Insurance Company will be voted by
Security Benefit Life Insurance Company based on instructions received from its
contract owners. If no instructions are received, Security Benefit Life
Insurance Company will as record holder vote such shares on the proposals in the
same proportion as that insurance company votes Shares for which voting
instructions were received in time to be voted.
ADDITIONAL INFORMATION
BENEFICIAL OWNERS OF THE TRUST.
- -------------------------------
-4-
<PAGE> 9
The beneficial owners of more than 5% of the outstanding Shares of any
Fund as of the record date, known to the Trust, are as follows:
<TABLE>
NAME AND PERCENT
ADDRESS OF NUMBER OF OF
NAME OF FUND BENEFICIAL OWNER SHARES OWNED FUND
------------ ---------------- ------------ ----
<S> <C> <C> <C>
</TABLE>
All of these Shares were beneficially owned by the owners named
above because they possessed or shared investment or voting power with respect
to them while owning the Shares or while acting in a fiduciary, advisory,
custodial or other similar capacity on behalf of their customers. All of the
outstanding Shares of each Fund are held of record by Security Benefit Life
Insurance Company.
For purposes of the Investment Company Act of 1940 (the "1940 Act"),
any person who owns directly or through one or more controlled companies more
than 25 percent of the voting securities of a company is presumed to "control"
such company.
QUORUM.
- -------
In the event that a quorum is not present at the Meeting, or in the
event that a quorum is present at the Meeting but sufficient votes to approve a
particular Proposal are not received, the persons named as proxies, or their
substitutes, may propose one or more adjournments of the Meeting to permit
further solicitation of the proxies. Any such adjournment will require the
affirmative vote of a majority of those Shares affected by the adjournment that
are represented at the Meeting in person or by proxy. If a quorum is present,
the persons named as proxies will vote those proxies which they are entitled to
vote FOR the Proposal in favor of such adjournments, and will vote those proxies
required to be voted AGAINST such Proposal against any adjournment. A
shareholder vote may be taken with respect to the Trust of one or more of the
Funds on any of the Proposals (but not all) prior to any such adjournment as to
which sufficient votes have been received for approval. A quorum is constituted
with respect to the Trust and each of the Funds by a majority
-5-
<PAGE> 10
represented in person or by proxy of all votes attributable to the outstanding
Shares entitled to vote with respect to a matter.
THE TRUST WILL FURNISH TO SHAREHOLDERS UPON REQUEST, WITHOUT CHARGE,
COPIES OF ITS ANNUAL REPORT TO SHAREHOLDERS, CONTAINING AUDITED FINANCIAL
STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1997. REQUESTS FOR COPIES OF THE
ANNUAL REPORT SHOULD BE DIRECTED TO THE TRUST C/O [NAME] AT THE ADDRESS AT THE
BEGINNING OF THIS DOCUMENT OR BY TELEPHONE AT 1-800-451-8377. THE ANNUAL REPORT
IS NOT TO BE REGARDED AS PROXY SOLICITING MATERIAL.
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR SHARES
TO BE VOTED, PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD OR CARDS AND MAIL THE
SAME IN THE ENCLOSED REPLY ENVELOPE. YOU MAY ALSO FAX YOUR VOTED CARD(S) TO
1-888-451-8683 TO REGISTER YOUR VOTE. PLEASE ALLOW SUFFICIENT TIME FOR THE PROXY
CARD OR CARDS TO BE RECEIVED ON OR BEFORE 5:00 P.M., EASTERN TIME, ON AUGUST 12,
1998.
-6-
<PAGE> 11
PROPOSAL 1: ELECTION OF TRUSTEES
BACKGROUND.
- -----------
Eight trustees, constituting the entire Board of Trustees, are to be
elected at the Meeting. Each trustee so elected will hold office effective
following the end of the next regular board meeting of the incumbent trustees,
currently scheduled for August 14, 1998, until the next meeting of shareholders
and until his successor is elected and qualifies, or until his term as a trustee
is terminated as provided in the Trust's Code of Regulations. The persons named
as proxies in the accompanying proxy have been designated by the Board of
Trustees and intend to vote for the nominees named below.
At a meeting of the Board of Trustees on May 14, 1998, the trustees
approved a proposal whereby the current Board of Trustees would resign and,
subject to shareholder approval, eight new trustees would be elected. The
trustees of the Trust have nominated Messrs. Neary, Carter, Durkott, Farling,
Furst, Gherlein, Martens and Pullen as the trustees to be voted on by the
shareholders. Each of the nominees currently serves as a trustee to Armada
Funds, a registered open-end management investment company. The Armada Funds are
advised by National City Bank, a wholly-owned subsidiary of National City
Corporation, which is an affiliate of First of America Investment Corporation
("First of America"), a wholly owned subsidiary of First of America Bank, N.A.
and the investment adviser to the Funds.
The change in trustees was not based upon any disagreement with the
Trust's management or with First of America. The primary reason for the change
is the recently completed merger between First of America Bank Corporation, the
former parent corporation of First of America Bank, N.A. and National City
Corporation. First of America is now an indirect wholly-owned subsidiary of
National City Corporation. The proposed change would allow a common set of
trustees to oversee both fund complexes. In its consideration and approval of
this change, the Board of Trustees of the Trust considered the fact that it
would be economically and administratively beneficial to consolidate management
of the two fund complexes. Although there can be no assurance that any benefit
will materialize from this change, the trustees agreed to adopt one cohesive
management group.
THE NOMINEES.
- -------------
All Shares represented by valid proxies will be voted in the election
of trustees for each nominee named below, unless authority to vote for a
particular nominee is withheld. Should any nominee withdraw from the election or
otherwise be unable to
-7-
<PAGE> 12
serve, the named proxies will vote for the election of such substitute nominee
as the Board of Trustees may recommend unless a decision is made to reduce the
number of trustees serving on the Board. The following table sets forth certain
information about the nominees:
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION
- ---- --- DURING PAST 5 YEARS
-------------------
<S> <C> <C>
Robert D. Neary 64 Retired Co-Chairman of Ernst & Young, April
1984-September 1993; Director, Cold Metal Products,
Inc., since March 1994; Director, Zurn Industries,
Inc. (building products and construction services),
since June 1995; Chairman of the Board of Armada
Funds since November 1996 and a trustee since August
1996.
Leigh Carter* 72 Retired President and Chief Operating Officer, B.F.
Goodrich Company, August 1986 to September 1990;
Director, Adams Express Company (closed-end
investment company), April 1982 to December 1997;
Director, Acromed Corporation (producer of spinal
implants), since June 1992; Director, Petroleum &
Resources Corp., April 1987 to December 1997;
Director, Morrison Products (manufacturer of blower
fans and air moving equipment), since April 1983;
Director, Kirtland Capital Corp. (privately funded
investment group), since January 1992; trustee,
Armada Funds, since November 1993.
John F. Durkott 54 President and Chief Operating Officer, Kittle's Home
Furnishings Center, Inc., since January 1982;
partner, Kittles Bloomington Property Company, since
January 1981; partner, KK&D (Affiliated Real Estate
Companies of Kittle's Home Furnishings Center),
since January 1989; trustee, Armada Funds, since
November 1993.
Robert J. Farling 61 Retired Chairman, President and Chief Executive
Officer, Centerior Energy (electric utility), March
1992 to October 1997; Director, National City
Corporation (bank holding company) until October
1997; Director, Republic Engineered Steels, since
October 1997; trustee, Armada Funds, since November
1997.
</TABLE>
-8-
<PAGE> 13
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION
- ---- --- DURING PAST 5 YEARS
-------------------
<S> <C> <C>
Richard W. Furst, Dean 59 Professor of Finance and Dean, Carol Martin Gatton
College of Business and Economics, University of
Kentucky, since 1981; Director, The Seed Corporation
(restaurant group), since 1990; Director, Foam
Design, Inc. (manufacturer of industrial and
commercial foam products), since 1993; trustee,
Armada Funds, since June 1990.
Gerald L. Gherlein 60 Executive Vice-President and General Counsel, Eaton
Corporation (global manufacturing), since 1991;
Trustee, Meridia Health System (four hospital
health system); Trustee, WVIZ Educational Television
(public television); Trustee, Armada Funds, since
July 1997.
Herbert R. Martens, Jr.* 45 Executive Vice President, National City Corporation
(bank holding company), since July 1997; Chairman,
President and Chief Executive Officer, NatCity
Investments, Inc. (investment banking), since July
1995; President and Chief Executive Officer,
Raffensperger, Hughes & Co. (broker-dealer), from
1993 until 1995; President, Reserve Capital Group,
from 1990 until 1993; President, since July 1997 and
Trustee, since November 1997 of Armada Funds.
J. William Pullen 59 President and Chief Executive Officer, Whayne Supply
Co. (engine and heavy equipment distribution), since
1986; President and Chief Executive Officer,
American Contractors Rentals & Sales (rental
subsidiary of Whayne Supply Co.), since 1988;
Trustee of Armada Funds, since November 1993.
- -------------------------
</TABLE>
*Mr. Carter is an "interested person" of the Trust, as defined in the
1940 Act, due to his ownership of _____shares of stock of National City
Corporation, the parent corporation of First of America, the Funds' investment
adviser. Mr. Martens is an "interested person" because (1) he is an Executive
Vice President of National City Corporation, (2) he owns shares of common stock
and options to purchase common stock of National City Corporation, and (3) he is
the Chief Executive Officer of NatCity Investments, Inc., a broker-dealer
affiliated with First of America.
-9-
<PAGE> 14
Until October 1997, Mr. Farling was a director of National City
Corporation, the parent corporation to First of America. Mr. Farling also was a
shareholder of National City Corporation during the past five years.
The Board of Trustees held four regular meetings during the last full
fiscal year. The Trust does not have standing committees of the Board of
Trustees. During the year ended December 31, 1997, none of the nominees served
on the Board of Trustees or was compensated by the Trust. Set forth below is the
compensation received by the nominees from the Armada Funds, a member of the
same "Fund Complex" as that term is defined in the 1940 Act. Each trustee will
receive an annual fee of $_____ plus $_____ for each Board meeting attended and
will be reimbursed for reasonable expenses incurred in attending meetings. The
trustees and officers of the Trust own less than 1% of the outstanding Shares of
the Trust and less than 1% of the outstanding shares of each of the Funds.
OFFICERS.
- ---------
Officers of the Trust are elected by, and serve at the pleasure of, the
Board. Officers of the Trust receive no remuneration from the Trust for their
services in such capacities. The following table sets forth certain information
about the Trust's officers:
<TABLE>
<CAPTION>
POSITION
NAME OFFICER WITH THE PRINCIPAL OCCUPATION
- ---- SINCE TRUST DURING PAST 5 YEARS
----- ----- -------------------
<S> <C> <C> <C>
Herbert R. Martens, Jr. May 14, President Executive Vice President,
Age 54 National City Corporation
(bank holding company),
since July 1997; Chairman,
President and Chief
Executive Officer, NatCity
Investments, Inc.
(investment banking), since
July 1995; President and
Chief Executive Officer,
Raffensberger, Hughes & Co.
(broker-dealer), from 1993
until 1995; President,
Reserve Capital Group, from
1990 until 1993; Trustee
and President of the Armada
Funds since November 1997.
W. Bruce McConnel, III April 21, 1998 Secretary Partner of the law firm
Age 54 Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania.
Gary Tenkman May 14, 1998 Assistant Director of Financial
Age 27 Treasurer Services, BISYS Fund
Services since April 1998;
Formerly, Audit Manager,
Ernst & Young LLP.
</TABLE>
-10-
<PAGE> 15
<TABLE>
<CAPTION>
- ------------------------------------ ----------------- --------------- ----------------------- ----------------------
Total Compensation
From Trust and Fund
Aggregate Pension Or Estimated Annual Complex (Armada
Compensation Retirement Benefits Upon Funds) Paid to
Nominee from Trust Benefits Retirement Trustees
- ------------------------------------ ----------------- --------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Robert D. Neary - 0 - - 0 - - 0 -
- ------------------------------------ ----------------- --------------- ----------------------- ----------------------
Lehigh Carter - 0 - - 0 - - 0 -
- ------------------------------------ ----------------- --------------- ----------------------- ----------------------
John F. Durkott - 0 - - 0 - - 0 -
- ------------------------------------ ----------------- --------------- ----------------------- ----------------------
Robert J. Farling - 0 - - 0 - - 0 -
- ------------------------------------ ----------------- --------------- ----------------------- ----------------------
Richard W. Furst - 0 - - 0 - - 0 -
- ------------------------------------ ----------------- --------------- ----------------------- ----------------------
Gerald L. Gherlein - 0 - - 0 - - 0 -
- ------------------------------------ ----------------- --------------- ----------------------- ----------------------
Herbert R. Marters, Jr. - 0 - - 0 - - 0 - - 0 -
- ------------------------------------ ----------------- --------------- ----------------------- ----------------------
J. William Pullen - 0 - - 0 - - 0 -
- ------------------------------------ ----------------- --------------- ----------------------- ----------------------
</TABLE>
APPROVAL OF PROPOSAL 1
In order for Proposal 1 to be adopted, it must be approved by a
plurality of the votes cast by shareholders of the Trust. All shareholders of
all Funds will vote together.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
ELECTION OF EACH NOMINEE TO THE BOARD OF TRUSTEES.
PROPOSAL 2: TO APPROVE A CHANGE IN EACH
FUND'S FUNDAMENTAL INVESTMENT OBJECTIVE TO MAKE
SUCH OBJECTIVE NON-FUNDAMENTAL.
Currently, the investment objective of each Fund is fundamental, and
may be changed only upon the approval of its shareholders. A non-fundamental
objective may be changed by the Board of Trustees without the approval of
shareholders. The Trustees believe that the change in each Fund's objective to
non-fundamental will benefit each Fund by providing increased flexibility in
investing the Fund's assets in response to regulatory and market developments
affecting a Fund's investments. Rendering the investment objectives
non-fundamental would avoid the delay and expense of a shareholder vote in the
event that circumstances should change such that the Board of Trustees deemed
the current objective to be no longer in the best interests of the particular
Fund's shareholders. Neither the 1940 Act nor state securities laws require a
Fund's investment objective to be fundamental. The Trustees have no present
intention of changing the investment objective of any Fund; however, if the
proposal is approved, the Board of Trustees may do so in the future.
-11-
<PAGE> 16
PROPOSED NEW
CURRENT INVESTMENT OBJECTIVE INVESTMENT OBJECTIVE
- ---------------------------- --------------------
(a) SMALL CAPITALIZATION FUND
-------------------------
The Fund seeks growth of This investment objective
capital by investing primarily would be made non-fundamental.
in a diversified portfolio of
common stocks and securities
convertible into common stocks
of small- to medium-sized
companies.
(b) MID CAPITALIZATION FUND
-----------------------
The Fund seeks growth of This investment objective
capital by investing primarily would be made non-fundamental.
in a diversified portfolio of
common stocks and securities
convertible into common
stocks.
(c) INTERNATIONAL DISCOVERY FUND
----------------------------
The Fund seeks the long-term This investment objective
growth of capital. would be made non-fundamental.
(d) BOND FUND
---------
The Fund seeks current income This investment objective
as well as preservation of would be made non-fundamental.
capital by investing in a
portfolio of high- and medium-
grade fixed-income securities.
APPROVAL OF PROPOSAL 2
In order for Proposal 2(a), (b), (c) or (d) to be adopted for a
particular Fund, it must be approved by a majority of the outstanding Shares of
that Fund. Shares of each Fund will be voted separately on a Fund-by-Fund basis.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE CHANGING OF THE FUNDAMENTAL INVESTMENT OBJECTIVES
AS SET FORTH IN PROPOSAL 2.
-12-
<PAGE> 17
PROPOSAL 3: TO APPROVE CHANGES TO THE FUNDAMENTAL INVESTMENT POLICIES AND
LIMITATIONS OF THE FUNDS
Certain investment policies and limitations of the Funds are matters of
fundamental policy and may not be changed with respect to a particular Fund
without the approval of its shareholders. First of America, the Trust's
investment adviser, has recommended to the Board of Trustees that certain
fundamental investment policies and limitations of the Funds be amended as shown
below. The proposed changes would conform the fundamental investment policies
and limitations of the Funds to those currently in place for corresponding
investment funds of Armada Funds. This will allow the investment advisers of the
two fund complexes, who comprise the Asset Management Group of National City
Corporation, to manage their portfolios of investments in a more streamlined and
efficient manner. The Trustees believe that the proposal is in the best
interests of each Fund's Shareholders.
PROPOSAL 3(a)
AMENDMENT TO THE FUNDS' FUNDAMENTAL INVESTMENT LIMITATION
ON UNDERWRITING ACTIVITIES
For each of the Funds:
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
None of the Funds will No Fund may act as an
underwrite the securities underwriter of securities
issued by other persons except within the meaning of the
to the extent that a Fund may Securities Act of 1933 except
be deemed to be an underwriter insofar as it might be deemed
under certain securities laws to be an underwriter upon the
in the disposition of disposition of portfolio
"restricted securities." securities acquired within the
limitation on purchases of
illiquid securities and except
to the extent that the
purchase of obligations
directly from the issuer
thereof in accordance with
its investment objective,
policies and limitations may
be deemed to be underwriting
</TABLE>
EXPLANATION OF PROPOSED CHANGE: The proposed change would
-13-
<PAGE> 18
modernize and make the language of this limitation uniform among the Funds and
corresponding investment funds of Armada Funds.
PROPOSAL 3(b)
AMENDMENT TO THE FUNDS' FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING REAL ESTATE RELATED TRANSACTIONS
For each of the Funds:
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
None of the Funds will No Fund may purchase or sell
purchase or sell real estate real estate, except that it
(although investments in may purchase securities of
marketable securities of issuers which deal in real
companies engaged in such estate and may purchase
activities and securities securities which are secured
secured by real estate or by interests in real estate
interests therein are not
prohibited by this
restriction)
</TABLE>
EXPLANATION OF PROPOSED CHANGE: The proposed change would modernize and
make uniform the language of this limitation among the Funds and corresponding
investment funds of Armada Funds.
-14-
<PAGE> 19
PROPOSAL 3(c)
AMENDMENT TO THE FUNDS' FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING COMMODITIES
For each of the Funds:
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
None of the Funds will No Fund may invest in
purchase or sell commodities commodities, except that as
or commodities contracts, consistent with its investment
except to the extent objective and policies the
disclosed in the current Fund may: (a) purchase and
Prospectus of the Fund. sell options, forward
contracts, futures contracts,
including without limitation
those relating to indices;
(b) purchase and sell options
on futures contracts or
indices; and (c) purchase
publicly traded securities of
companies engaging in whole or
in part in such activities.
</TABLE>
EXPLANATION OF PROPOSED CHANGE: The proposed amendment would modernize
and make uniform among the Funds and corresponding investment funds of Armada
Funds the language addressing the Funds' investments in commodities, but is not
intended to signify a change in the Funds' approach to investing in commodities.
The Funds do not intend to engage in the selling of commodities such as pork,
corn and wheat futures or related commodity contracts other than financial
instruments.
PROPOSAL 3(d)
AMENDMENT TO THE FUNDS' FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING INDUSTRY CONCENTRATION
For each of the Funds:
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
No Fund may purchase any No Fund may purchase any
securities which would cause securities which would cause
more than 25% of the value of 25% or more of the value of
the Fund's total assets at its total assets at the time
the time of purchase to be of purchase to be invested in
invested in securities of one the securities of one or more
</TABLE>
-15-
<PAGE> 20
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
or more issuers conducting issuers conducting their
their principal business principal business activities
activities in the same in the same industry, provided
industry, provided that (a) that: (a) there is no
there is no limitation with limitation with respect to
respect to obligations issued obligations issued or
or guaranteed by the U.S. guaranteed by the U.S.
government or its agencies or government, any state,
instrumentalities and territory or possession of the
repurchase agreements secured United States, the District of
by obligations of the U.S. Columbia or any of their
government or its agencies or authorities, agencies,
instrumentalities; (b) instrumentalities or political
wholly-owned finance subdivisions, and repurchase
companies will be considered agreements secured by such
to be in the industries of instruments; (b) wholly-owned
their parents if their finance companies will be
activities are primarily considered to be in the
related to financing the industries of their parents if
activities of their parents; their activities are primarily
and (c) utilities will be related to financing the
divided according to their activities of the parents; (c)
services. For example, gas, utilities will be divided
gas transmission, electric according to their services,
and gas, electric, and for example, gas, gas
telephone will each be transmission, electric and
considered a separate gas, electric, and telephone
industry. will each be considered a
separate industry; and (d)
personal credit and business
credit businesses will be
considered separate
industries.
</TABLE>
EXPLANATION OF PROPOSED CHANGE: The proposed amendment would modernize
and make uniform the language of this limitation among the Funds and
corresponding investment funds of Armada Funds.
-16-
<PAGE> 21
PROPOSAL 3(e)
AMENDMENT TO THE FUNDS' INVESTMENT LIMITATION
CONCERNING LOANS
For each of the Funds:
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
No Fund may make loans, except No Fund may make loans, except
that a Fund may purchase or that each Fund may purchase
hold debt instruments and and hold debt instruments and
lend portfolio securities in enter into repurchase
accordance with its investment agreements in accordance with
objective and policies, make its investment objective and
time deposits with financial policies and may lend
institutions and enter into portfolio securities in an
repurchase agreements. amount not exceeding one-third
of its total assets.
</TABLE>
EXPLANATION OF PROPOSED CHANGE: The proposed amendment would modernize
the language of this limitation and conform it to provisions of the 1940 Act. It
would permit those transactions which are not prohibited by current regulatory
interpretations.
PROPOSAL 3(f)
AMENDMENT TO THE FUNDS' INVESTMENT LIMITATION
CONCERNING BORROWING AND THE ISSUANCE OF SENIOR SECURITIES
For each of the Funds:
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
No Fund may (a) borrow money (not No Fund may borrow money, issue
including reverse repurchase senior securities or mortgage,
agreements or dollar roll pledge or hypothecate its
agreements), except that each assets except to the extent
Fund may borrow from banks for permitted under the 1940 Act.
temporary or emergency purposes
and then only in amounts up to As a non-fundamental policy, no
30% of its total assets at the Fund will purchase securities
time of borrowing (and provided while its outstanding
that such bank borrowings, borrowings (including reverse
reverse repurchase agreements and repurchase agreements) are in
dollar roll agreements do not excess of 5% of its total
exceed in the aggregate one-third assets. Securities held in
of the Fund's total assets less escrow or in separate accounts
liabilities other than the in connection with a Fund's
obligations represented by the investment practices described
bank borrowings, reverse in the Fund's Prospectus or
repurchase agreements and dollar Statement of Additional
</TABLE>
-17-
<PAGE> 22
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
roll agreements), or mortgage, Information are not deemed to
ledge or hypothecate any assets be pledged for purposes of this
except in connection with a bank limitation.
borrowing in amounts not to
exceed 30% of the Fund's net
assets at the time of borrowing;
(b) enter into reverse repurchase
agreements and other permitted
borrowings in amounts exceeding
in the aggregate one-third of the
Fund's total assets less
Liabilities other than the
obligations represented by such
reverse repurchase and dollar
roll agreements; and (c) issue
senior securities except as
permitted by the 1940 Act or any
rule, order or interpretation
thereunder.
</TABLE>
EXPLANATION OF PROPOSED CHANGE: The proposed amendment would clarify
and modernize the limitations concerning borrowing and the issuance of senior
securities, and conform them to provisions of the 1940 Act, and the limitations
currently in place for the corresponding funds of Armada Funds. Reverse
repurchase agreements and dollar roll agreements are considered to be borrowings
under the 1940 Act. Accordingly, the Funds' proposed amendment to its policy
regarding senior securities and borrowings would also apply to reverse
repurchase agreements and dollar roll agreements. The proposed amendment would
allow those transactions which are not prohibited by current regulatory
interpretations.
Additionally, the Funds will adopt a non-fundamental policy which
prevents the purchase of securities while a Fund's borrowings, including reverse
repurchase agreements, are in excess of 5% of a Fund's total assets. As a
non-fundamental policy, the Board of Trustees may change it without the approval
of shareholders. So long as the Board of Trustees does not change this
non-fundamental limitation, this limitation will limit each Fund's ability to
borrow money for purposes of investment leverage. The Funds have no present
intention to use investment leverage. If they did so at some time in the future,
however, such leverage could increase the opportunity for greater total return,
but also increase the risk of loss if securities purchased with borrowed funds
decline in value. Borrowed funds are subject to interest costs.
-18-
<PAGE> 23
PROPOSAL 3(g)
AMENDMENT TO THE FUNDS' INVESTMENT LIMITATION CONCERNING ISSUER DIVERSIFICATION
For each of the Funds:
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
No Fund, may purchase No Fund may purchase
Securities of any one issuer, securities of any one issuer,
Other than obligations issued other than securities issued
or guaranteed by the U.S. or guaranteed by the U.S.
government or its agencies or government or its agencies or
instrumentalities, if, instrumentalities or, in the
immediately after such case of the International
purchase, more than 5% of the Discovery Fund, securities
value of the Fund's total issued or guaranteed by any
assets would be invested in foreign government, if,
such issuer, or the Fund immediately after such
would hold more than 10% of purchase, more than 5% of the
the outstanding voting value of the Fund's total
securities of the issuer, assets would be invested in
except that 25% or less of such issuer or the Fund would
the value of such Fund's hold more than 10% of any
total assets may be invested class of securities of the
without regard to such issuer or more than 10% of the
limitations. There is no outstanding voting securities
limit to the percentage of of the issuer, except that up
assets that may be invested in to 25% of the value of the
U.S. Treasury bills, notes, or Fund's total assets may be
other obligations invested without regard to
Issued or guaranteed by the U.S. such limitations.
government or its agencies or
instrumentalities.
</TABLE>
EXPLANATION OF PROPOSED CHANGE: The proposed amendment would make the
language of this limitation uniform among the Funds and corresponding investment
funds of Armada Funds.
-19-
<PAGE> 24
APPROVAL OF PROPOSAL 3
In order for Proposal 3(a), (b), (c), (d), (e), (f) and (g) to be
adopted for a particular Fund, it must be approved by a majority of the
outstanding Shares of that Fund. Shares of each Fund affected will be voted
separately on a Fund-by-Fund basis.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE CHANGING OF THE FUNDAMENTAL INVESTMENT POLICIES
AND LIMITATIONS AS SET FORTH IN PROPOSAL 3.
PROPOSAL 4: TO APPROVE A CHANGE IN THE FOLLOWING FUNDAMENTAL
INVESTMENT POLICIES AND LIMITATIONS OF THE FUNDS TO MAKE SUCH
POLICIES AND LIMITATIONS NON-FUNDAMENTAL.
The following proposals would change certain fundamental investment
policies and limitations of the Funds to non-fundamental investment policies and
limitations. Unlike a fundamental policy or limitation, a non-fundamental
investment policy or limitation may be changed without the approval of
shareholders. These proposed changes would avoid the delay and expense of a
shareholder vote in the event that the permissible guidelines for such
investments or the financial markets change in the future. Neither the 1940 Act
nor state securities laws require such policies to be fundamental. The Trustees
have no present intention of changing the investment policies and limitations of
any Fund other than as proposed above; however, if this proposal is approved,
the Board of Trustees may do so in the future.
-20-
<PAGE> 25
PROPOSAL 4 (a)
RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING PURCHASING SECURITIES ON MARGIN
For each of the Funds:
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
None of the Funds may purchase This limitation would be made
securities on margin, except non-fundamental.
for use of short-term credit
necessary for clearance of
purchases of portfolio
securities and except as may
be necessary to make margin
payments in connection with
foreign currency futures and
other derivative securities
transactions.
</TABLE>
PROPOSAL 4(b)
RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT LIMITATION
REGARDING THE WRITING OR SELLING OF CALL OPTIONS.
<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
None of the Funds will write This limitation would be made
any call options on securities non-fundamental.
unless the securities are held
by the Fund or unless the Fund
is entitled to such securities
in deliverable form in
exchange for cash in an amount
which has been segregated for
payment or without further
payment. In no event will a
Fund write a call option in
excess of 5% of its total
assets.
</TABLE>
-21-
<PAGE> 26
APPROVAL OF PROPOSAL 4
In order for Proposal 4(a) and (b) to be adopted for a particular Fund,
they must be approved by a majority of the outstanding Shares of that Fund.
Shares of each Fund affected will be voted separately on a Fund-by-Fund basis.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE CHANGING OF THE FUNDAMENTAL INVESTMENT POLICIES
AND LIMITATIONS SET FORTH IN PROPOSAL 4 TO NON-FUNDAMENTAL
POLICIES AND LIMITATIONS.
INVESTMENT ADVISER AND SUB-ADVISER.
- -----------------------------------
First of America, 303 North Rose Street, Suite 500, Kalamazoo, Michigan
49007 is the investment adviser to the Trust. The investment adviser is a part
of National City Bank's Asset Management Group and intends to conduct its
business under the name "National City Investment Management Company" in the
near future. Gulfstream Global Investors, Ltd., 100 Crescent Court, Suite 550,
Dallas, Texas 75201, serves as sub-adviser to the International Discovery Fund.
DISTRIBUTOR AND ADMINISTRATOR.
- ------------------------------
BISYS Fund Services Limited Partnership ("BISYS") located at 3435
Stelzer Road, Columbus, Ohio 43219, serves as the Trust's distributor,
administrator and transfer agent and provides fund accounting services.
INDEPENDENT AUDITORS.
- ---------------------
Ernst & Young L.L.P., serves as independent auditors of the Trust and
audited the Trust's operations for the year ended December 31, 1997.
Shareholders are not herein requested to approve the selection of Ernst & Young
L.L.P. Nevertheless, a representative of Ernst & Young L.L.P. is expected to be
available by telephone at the Meeting should any matter arise requiring
consultation with the auditors, and Ernst & Young L.L.P. will be given the
opportunity to make a statement if it chooses.
Mr. Martens is employed by National City Corporation, the parent
corporation to First of America, which receives fees as an investment adviser to
the Trust. Mr. McConnel is a partner of the law firm Drinker Biddle & Reath LLP,
which receives fees as
-22-
<PAGE> 27
counsel to the Trust. Mr. Tenkman is employed by BISYS, which receives fees as
administrator, distributor and transfer agent to the Trust.
SHAREHOLDER PROPOSALS
The Trust is organized as a Massachusetts business trust. The Trust
does not hold annual meetings. The Trust's Declaration of Trust and Code of
Regulations provide that meetings of shareholders shall be called by the
Trustees upon the written request of shareholders owning at least twenty percent
of the outstanding shares entitled to vote. Shareholders wishing to submit
proposals for inclusion in a proxy statement for a subsequent shareholder
meeting should send their written proposals to the Secretary of the Trust, c/o
3435 Stelzer Road, Columbus, Ohio 43219 so that it is received at least 120 days
before the date of the meeting. Mere submission of a shareholder proposal does
not guarantee inclusion of the proposal in the proxy statement or presentation
of the proposal at the meeting since such inclusion and presentation are subject
to compliance with certain federal regulations.
The management of the Trust does not know of any matters to be
presented at the Meeting, other than those set forth in this Proxy Statement.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES. YOU MAY ALSO FAX YOUR VOTED CARD(S) TO 1-888-451-8683 TO
REGISTER YOUR VOTE.
DATED: JULY 2, 1998
---------------------------
W. Bruce McConnel, III
Secretary
-23-
<PAGE> 28
SECURITY BENEFIT VOTING INSTRUCTION CARD
LIFE INSURANCE COMPANY THE PARKSTONE ADVANTAGE FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE PARKSTONE ADVANTAGE FUND
(THE "TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE
BELOW-REFERENCED FUND OF THE TRUST TO BE HELD ON AUGUST 13, 1998 AT 8:30 A.M.
(EASTERN TIME) AT THE OFFICES OF BISYS FUND SERVICES LIMITED PARTNERSHIP, 3435
STELZER ROAD, COLUMBUS, OHIO 43219.
Please fold and detach card at perforation before mailing
FUND NAME PRINTS HERE SPECIAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints R. Jeffrey Young and Bryan C. Haft and each of
them, attorneys and proxies of the undersigned each with the power of
substitution and resubstitution, to attend, vote and act for the undersigned at
the above-referenced Special Meeting of Shareholders, and at any adjournment or
adjournments thereof, casting votes according to the dollar value of shares of
the Fund which the undersigned may be entitled to vote with respect to the
proposals set forth on the reverse side, and any other matters to come before
the Special Meeting or any adjournment thereof, in accordance with the
specification indicated, if any, and with all the powers which the undersigned
would possess if personally present, hereby revoking any prior proxy to vote at
such Special Meeting, and hereby ratifying and confirming all that said
attorneys and proxies, or each of them, may lawfully do by virtue hereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED JULY 10,
1998.
PLEASE MARK, SIGN, DATE AND RETURN THIS
VOTING INSTRUCTION CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
-----------------------------------------
-----------------------------------------
Signature(s), (Title(s), if applicable)
Please sign above exactly as name(s)
appear(s) hereon. Corporate or
partnership proxies should be signed in
full corporate or partnership name by an
authorized officer. Each joint owner
should sign personally. When signing as a
fiduciary, please give full title as
such.
DATE: _________________, 1998
PA-SBL
<PAGE> 29
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST ON BEHALF OF THE
FUND. THE MEETING WILL BE HELD ON AUGUST 13, 1998 AT 8:30 A.M. (EASTERN TIME) AT
THE OFFICES OF BISYS FUND SERVICES LIMITED PARTNERSHIP, 3435 STELZER ROAD,
COLUMBUS, OHIO 43219. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.
Please fold and detach card at perforation before mailing
<TABLE>
<S> <C> <C>
1. Election of Trustees
Robert D. Neary, Leigh Carter, John F. Durkott, Robert J. Farling, FOR WITHHOLD AUTHORITY
Richard W. Furst, Gerald L. Gherlein, Herbert R. Martens, Jr., ALL to vote for all nominees
J. William Pullen listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee, print his [ ] [ ] 1.
name on the line below.
- ------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. To approve a change in each Fund's fundamental investment objective to make [ ] [ ] [ ] 2.
such objective non-fundamental.
3. To approve changes to the following fundamental investment limitations of
the Funds.
(3a) limitation on underwriting activities; FOR ALL AGAINST ALL ABSTAIN ALL
(3b) limitation on real estate related transactions; EXCEPT AS
(3c) limitation on investment in commodities; MARKED BELOW
(3d) limitation regarding industry concentration; [ ] [ ] [ ] 3.
(3e) limitation on loans;
(3f) limitation on borrowing and the issuance of senior securities; and
(3g) limitation on issuer diversification
TO VOTE AGAINST A PARTICULAR PROPOSED CHANGE, APPLICABLE TO YOUR FUND, WRITE THE
SUB-PROPOSAL NUMBER ON THE LINE BELOW.
- ------------------------------------------------------------------------------------
4. To approve a change in the following fundamental investment policies and FOR AGAINST ABSTAIN
limitations to make such policies and limitations non-fundamental: [ ] [ ] [ ] 4a.
[ ] [ ] [ ] 4b
(4a) with respect to the Funds, the limitation on purchasing securities on
margin; and
(4b) with respect to the Funds, the limitation on writing or selling call
options.
5. To transact such other business as may properly come before the Special
Meeting or any adjournment thereof for any affected funds.
</TABLE>
