<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:
[ ] Preliminary Proxy Statement
[X] 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:
-------------------------------------------------------------------
<PAGE> 2
[PARKSTONE LOGO]
July 15, 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 8:30 a.m. Eastern Time.
As a Parkstone Advantage shareholder, through your investment in the
Parkstone Advantage Variable Annuity with Security Benefit Life Insurance
Company, 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:
X Election of the Board of Trustees
X Changes to the fundamental investment objectives of the funds to make such
objectives non-fundamental
X Changes which make uniform among the funds the fundamental investment
limitations
X Changes in the classification of fundamental investment 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,
/s/ John B. Rapp
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 15, 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 8:30 a.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
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 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
<PAGE> 4
(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.
/S/ W. BRUCE MCCONNEL, III
W. Bruce McConnel, III
Secretary
July 15, 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 8:30
a.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 15, 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.
3
<PAGE> 6
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:
TABLE
<TABLE>
<CAPTION>
PROPOSAL SHAREHOLDERS SOLICITED
-------- ----------------------
<C> <S> <C>
1. To elect eight (8) nominees to All Funds of the Trust. All
the Board of Trustees. shareholders of all Funds of the
Trust will vote together.
2. To approve a change in each All Funds, each voting
Fund's fundamental investment separately as a Fund.
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 underwriting All Funds, each voting
activities; separately as a Fund.
(b) limitation on real estate All Funds, each voting
related transactions; separately as a Fund.
(c) limitation on investment in All Funds, each voting
commodities; separately as a Fund.
(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 borrowing and All Funds, each voting
the issuance of senior separately as a Fund.
securities.
(g) limitation on issuer All Funds, each voting
diversification. separately as a Fund.
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 purchasing All Funds, each voting
securities on margin; and separately as a Fund.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
PROPOSAL SHAREHOLDERS SOLICITED
-------- ----------------------
<C> <S> <C>
(b) limitation on writing or All Funds, each voting
selling call options. separately as a Fund.
5... To transact such other business Any and/or all Funds, voting
as may properly come before the together or each voting
Meeting or any adjournment(s) separately as a Fund, as the
thereof. circumstances may dictate.
</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:
<TABLE>
<CAPTION>
AGGREGATE NET NET ASSET VALUE VOTES
SHARES OUTSTANDING ASSETS VALUE AS PER SHARE AS OF PER
FUND AS OF JUNE 12, 1998 OF JUNE 12, 1998 JUNE 12, 1998 SHARE
---- ------------------- ---------------- --------------- -----
<S> <C> <C> <C> <C>
Small Capitalization 1,475,368.652 $25,280,539.69 $17.14 17.14
Fund
Mid Capitalization 2,017,779.361 $30,793,416.75 $15.26 15.26
Fund
International 1,430,884.665 $19,555,706.21 $13.67 13.67
Discovery Fund
Bond Fund 1,144,804.536 $12,646,596.14 $11.05 11.05
</TABLE>
Proxy solicitations will be made primarily by mail, but proxy solicitations
also may be made by 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
5
<PAGE> 8
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.
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>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF PERCENT
NAME OF FUND BENEFICIAL OWNER SHARES OWNED OF FUND
------------ ----------------------- ------------ -------
<S> <C> <C> <C>
Bond Fund FOA-Michigan 225,972.390 19.14%
P.O. Box 4042
Kalamazoo, MI 49003
Mid Capitalization Fund FOA-Michigan 230,989.957 11.48%
P.O. Box 4042
Kalamazoo, MI 49003
International Discovery Fund FOA-Michigan 503,703.703 35.20%
P.O. Box 4042
Kalamazoo, MI 49003
Small Capitalization Fund FOA-Michigan 224,947.559 15.25%
P.O. Box 4042
Kalamazoo, MI 49003
</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.
6
<PAGE> 9
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 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 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.
7
<PAGE> 10
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 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
8
<PAGE> 11
number of trustees serving on the Board. The following table sets forth certain
information about the nominees:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AGE DURING PAST 5 YEARS
---- --- --------------------
<S> <C> <C>
Robert D. Neary 64 Retired Co-Chairman of Ernst &
Young, April 1984 to September
1993; Director, Cold Metal
Products, Inc., since March 1994;
Director, Zurn Industries, Inc.
(building products and
construction services), June 1995
to June 1998; Chairman of the
Board of Armada Funds since
November 1996 and a Trustee since
February 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), June 1992 to March
1998; 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.
</TABLE>
9
<PAGE> 12
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AGE DURING PAST 5 YEARS
---- --- --------------------
<S> <C> <C>
Robert J. Farling 61 Retired Chairman, President and
Chief Executive Officer,
Centerior Energy (electric
utility), March 1992 to October
1997; Director, National City
Bank until October 1997;
Director, Republic Engineered
Steels, since October 1997;
Trustee, Armada Funds, since
November 1997.
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)
1994 to 1998; 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.
</TABLE>
10
<PAGE> 13
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AGE DURING PAST 5 YEARS
---- --- --------------------
<S> <C> <C>
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 7,200 shares of stock of National City Bank, an
affiliate 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.
Until October 1997, Mr. Farling was a director of National City Bank, an
affiliate of 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 $10,000 plus $2,500 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.
11
<PAGE> 14
<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- $22,500.00
Leigh Carter -0- -0- -0- $20,000.00
John F. Durkott -0- -0- -0- $20,000.00
Robert J. Farling -0- -0- -0- $ 4,375.00
Richard W. Furst -0- -0- -0- $20,000.00
Gerald L. Gherlein -0- -0- -0- $11,250.00
Herbert R. Martens,
Jr. -0- -0- -0- -0-
J. William Pullen -0- -0- -0- $20,000.00
</TABLE>
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
OFFICER WITH THE PRINCIPAL OCCUPATION
NAME SINCE TRUST DURING PAST 5 YEARS
---- ------- -------- --------------------
<S> <C> <C> <C>
Herbert R. Martens, May 14, 1998 President Executive Vice President,
Jr. National City Corporation
Age 54 (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; President,
since July 1997, and
Trustee, since November
1997 of the Armada Funds.
W. Bruce McConnel, III April 21, 1998 Secretary Partner of the law firm
Age 54 Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania.
</TABLE>
12
<PAGE> 15
<TABLE>
<CAPTION>
POSITION
OFFICER WITH THE PRINCIPAL OCCUPATION
NAME SINCE TRUST DURING PAST 5 YEARS
---- ------- -------- --------------------
<S> <C> <C> <C>
Gary Tenkman May 14, 1998 Treasurer Director of Financial
Age 27 Services, BISYS Fund
Services since April 1998;
Formerly, Audit Manager,
Ernst & Young LLP.
</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.
13
<PAGE> 16
<TABLE>
<CAPTION>
PROPOSED NEW
CURRENT INVESTMENT OBJECTIVE INVESTMENT OBJECTIVE
---------------------------- --------------------
<S> <C>
(A) SMALL CAPITALIZATION FUND
The Fund seeks growth of capital This investment objective would
by investing primarily in a be made non-fundamental.
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 capital This investment objective would
by investing primarily in a be made non-fundamental.
diversified portfolio of common
stocks and securities
convertible into common stocks.
(C) INTERNATIONAL DISCOVERY FUND
The Fund seeks long-term growth This investment objective would
of capital. be made non-fundamental.
(D) BOND FUND
The Fund seeks current income as This investment objective would
well as preservation of capital be made non-fundamental.
by investing in a portfolio of
high- and medium-grade
fixed-income securities.
</TABLE>
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.
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
14
<PAGE> 17
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. The Trustees also believe that the
proposed changes, if approved by shareholders, will not result in any
significant differences in the investments acquired for a Fund.
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 underwrite No Fund may act as an underwriter
the securities issued by other of securities within the meaning
persons except to the extent that of the Securities Act of 1933
a Fund may be deemed to be an except insofar as it might be
underwriter under certain deemed to be an underwriter upon
securities laws in the disposition the disposition of portfolio
of "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 modernize and
make the language of this limitation uniform among the Funds and corresponding
investment funds of Armada Funds.
15
<PAGE> 18
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 purchase or No Fund may purchase or sell real
sell real estate (although estate, except that it may
investments in marketable purchase securities of issuers
securities of companies engaged in which deal in real estate and may
such activities and securities purchase securities which are
secured by real estate or secured by interests in real
interests therein are not estate.
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.
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 purchase or No Fund may invest in commodities,
sell commodities or commodities except that as consistent with its
contracts, except to the extent investment objective and policies
disclosed in the current the 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.
16
<PAGE> 19
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 more securities which would cause 25%
than 25% of the value of the or more of the value of its total
Fund's total assets at the time of assets at the time of purchase to
purchase to be invested in be invested in the securities of
securities of one or more issuers one or more issuers conducting
conducting their principal their principal business
business activities in the same activities in the same industry,
industry, provided that: (a) there provided that: (a) there is no
is no limitation with respect to limitation with respect to
obligations issued or guaranteed obligations issued or guaranteed
by the U.S. government or its by the U.S. government, any state,
agencies or instrumentalities and territory or possession of the
repurchase agreements secured by United States, the District of
obligations of the U.S. government Columbia or any of their
or its agencies or authorities, agencies,
instrumentalities; (b) wholly- instrumentalities or political
owned finance companies will be subdivisions, and repurchase
considered to be in the industries agreements secured by such
of their parents if their instruments; (b) wholly-owned
activities are primarily related finance companies will be
to financing the activities of considered to be in the industries
their parents; and (c) utilities of their parents if their
will be divided according to their activities are primarily related
services. For example, gas, gas to financing the activities of the
transmission, electric and gas, parents; (c) utilities will be
electric, and telephone will each divided according to their
be considered a separate industry. services, for example, gas, gas
transmission, electric and gas,
electric, and telephone will each
be considered a separate industry;
and (d) personal credit and
business credit businesses will be
considered separate industries.
</TABLE>
For purposes of the above investment limitations, the Funds treat all
supranational organizations as a single industry and each foreign government
(and all of its agencies) as a separate industry. In addition, a security is
considered to be issued by the government entity (or entities) whose assets and
revenues back the security.
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.
17
<PAGE> 20
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 hold that each Fund may purchase and
debt instruments and lend hold debt instruments and enter
portfolio securities in accordance into repurchase agreements in
with its investment objective and accordance with its investment
policies, make time deposits with objective and policies and may
financial institutions and enter lend portfolio securities in an
into 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.
18
<PAGE> 21
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 assets
agreements), except that each Fund except to the extent permitted
may borrow from banks for under the 1940 Act.
temporary or emergency purposes As a non-fundamental policy, no
and then only in amounts up to 30% Fund will purchase securities
of its total assets at the time of while its outstanding borrowings
borrowing (and provided that such (including reverse repurchase
bank borrowings, reverse agreements) are in excess of 5% of
repurchase agreements and dollar its total assets. Securities held
roll agreements do not exceed in in escrow or in separate accounts
the aggregate one-third of the in connection with a Fund's
Fund's total assets less investment practices described in
liabilities other than the the Fund's Prospectus or Statement
obligations represented by the of Additional Information are not
bank borrowings, reverse deemed to be pledged for purposes
repurchase agreements and dollar of this limitation.
roll agreements), or mortgage,
ledge or hypothecate any assets
except in connection with a bank
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. The proposed
amendment would allow those transactions which are not prohibited by current
regulatory interpretations.
19
<PAGE> 22
Additionally, the Funds will adopt a non-fundamental policy which prevents
the purchase of securities while a Fund's borrowings 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.
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 Securities No Fund may purchase securities of
of any one issuer, other than any one issuer, other than
obligations issued or guaranteed securities issued or guaranteed by
by the U.S. government or its the U.S. government or its
agencies or instrumentalities, if, agencies or instrumentalities, if,
immediately after such purchase, immediately after such purchase,
more than 5% of the value of the more than 5% of the value of the
Fund's total assets would be Fund's total assets would be
invested in such issuer, or the invested in such issuer or the
Fund would hold more than 10% of Fund would hold more than 10% of
the outstanding voting securities any class of securities of the
of the issuer, except that 25% or issuer or more than 10% of the
less of the value of such Fund's outstanding voting securities of
total assets may be invested the issuer, except that up to 25%
without regard to such of the value of the Fund's total
limitations. There is no limit to assets may be invested without
the percentage of assets that may regard to such limitations.
be invested in U.S. Treasury
bills, notes, or other obligations
Issued or guaranteed by the U.S.
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.
20
<PAGE> 23
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.
21
<PAGE> 24
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 non-
securities on margin, except for fundamental.
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 any This limitation would be made non-
call options on securities unless fundamental.
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>
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.
22
<PAGE> 25
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 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
23
<PAGE> 26
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 15, 1998
/s/ W. Bruce McConnel, III
W. Bruce McConnel, III
Secretary
24
<PAGE> 27
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 Charles L. Booth 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 15,
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> 28
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>
