<PAGE> 1
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 [ ] Confidential, For Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2)
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
MAGNA FUNDS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
MAGNA FUNDS
- --------------------------------------------------------------------------------
(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)(1) and 0-11.
- --------------------------------------------------------------------------------
1) Title of each class of securities to which transaction applies: Shares
of Beneficial Interest of Magna Intermediate Government Bond Fund and
of Magna Growth & Income Fund
2) Aggregate number of securities to which transaction applies: N/A
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing is calculated and state how it was determined): N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: N/A
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE> 2
MAGNA FUNDS
3435 STELZER ROAD
COLUMBUS, OHIO 43219
(800) 219-4182
September 8, 1998
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
Magna Funds, which will be held on October 8, 1998 at 8:30 a.m., Columbus Time,
at the offices of the Trust, 3435 Stelzer Road, Columbus, Ohio.
THE MATTERS TO BE ACTED UPON AT THE MEETING WITH RESPECT TO EACH FUND OF
THE TRUST ARE DESCRIBED IN THE ATTACHED NOTICE AND PROXY STATEMENT.
Although we would like very much to have each shareholder attend the
Special Meeting, we realize this is not possible. Whether or not you plan to be
present at the meeting, we need your vote. WE URGE YOU TO COMPLETE, SIGN AND
RETURN THE ENCLOSED PROXY CARD PROMPTLY. A POSTAGE-PAID ENVELOPE IS ENCLOSED FOR
THIS PURPOSE.
If you return your proxy promptly you can help avoid the expense of
follow-up mailings to achieve a quorum so that the business of the meeting can
be conducted. Proxies may be revoked at any time before they are voted by a
written revocation received by the Secretary of the Trust, by properly executing
a later-dated proxy or by attending the meeting and voting in person. If your
shares are held in street name, only your bank or broker can vote your shares,
and only upon receipt of your specific instructions. Please contact the person
responsible for your account and instruct him or her to execute a proxy card
today.
We look forward to seeing you at the meeting or receiving your proxy so
that your shares may be voted at the meeting.
By order of the Board of Trustees,
/s/ Robert L. Tuch
Robert L. Tuch
Secretary
<PAGE> 3
MAGNA FUNDS
3435 STELZER ROAD
COLUMBUS, OHIO 43219
(800) 219-4182
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of Magna Funds:
A Special Meeting of Shareholders (the "Special Meeting") of Magna Funds
(the "Trust") will be held on October 8, 1998 at 8:30 a.m., Columbus Time, at
the offices of the Trust, 3435 Stelzer Road, Columbus, Ohio.
1. To approve New Investment Advisory Agreements, in the forms set forth in
Appendix A, between the Trust and Union Planters Bank, National Association,
as discussed in Part I of the attached Proxy Statement. (Each Investment
Advisory Agreement will be voted on only by shareholders of the relevant
Fund.)
2. To elect the Board of Trustees of the Trust, as described in Part II of the
attached Proxy Statement.
3. To consider such other matters as may properly come before the Special
Meeting.
By order of the Board of Trustees,
/s/ Robert L. Tuch
Robert L. Tuch
Secretary
September 8, 1998
WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO YOU WILL BE REPRESENTED AT THE SPECIAL MEETING.
<PAGE> 4
MAGNA FUNDS
3435 STELZER ROAD
COLUMBUS, OHIO 43219
(800) 219-4182
PROXY STATEMENT
GENERAL
THE ENCLOSED PROXY IS SOLICITED BY THE TRUSTEES OF MAGNA FUNDS (THE
"TRUST") for use at the Special Meeting of Shareholders (the "Meeting") to be
held on October 8, 1998 at 8:30 a.m., Columbus Time, at the offices of the
Trust, 3435 Stelzer Road, Columbus, Ohio, and at any adjournments thereof, for
the purposes set forth in the accompanying Notice of Special Meeting of
Shareholders (the "Notice"). Shareholders of record at the close of business on
August 31, 1998 are entitled to be present and to vote at the Meeting or any
adjourned session thereof. The Notice, proxy and this Proxy Statement have been
mailed to such shareholders of record on or about September 10, 1998.
The Trust currently consists of two series of shares, the Magna
Intermediate Government Bond Fund and the Magna Growth & Income Fund.
The Trust will furnish, without charge, a copy of the Annual Report for the
fiscal year ended August 31, 1997 and the Semi-Annual Report for the six month
period ended February 28, 1998, to any shareholder upon request. Shareholders
may request copies by writing the Trust at 3435 Stelzer Road, Columbus, Ohio
43219, or by calling toll-free at (800) 219-4182.
All shareholders of record at the close of business on August 31, 1998 are
entitled to one vote for each share of the Trust held. As of that date, there
were issued and outstanding the following number of shares of each Fund:
<TABLE>
<CAPTION>
SHARES ISSUED
NAME OF FUND AND OUTSTANDING
- ------------ ---------------
<S> <C>
Magna Intermediate Government Bond Fund..................... 5,560,959
Magna Growth & Income Fund.................................. 3,162,435
---------
Total....................................................... 8,723,394
=========
</TABLE>
Shareholders of each Fund will vote separately on Proposal I (approval of
new investment advisory agreements for each Fund). Shareholders of both Funds
will vote together as a single class on Proposal II (election of Trustees). The
presence at the Meeting, in person or by proxy, of the holders of 40% of the
Shares entitled to be cast of a Fund (for a Fund by Fund vote, such as Proposal
I), or of the Trust (for a Trust-wide vote, such as Proposal II) shall be
necessary and sufficient to constitute a quorum for the transaction of business.
For purposes of determining the presence of a quorum for transacting business at
the Meeting, abstentions and broker "non-votes" will be treated as shares that
are present and entitled to vote. Broker non-votes are proxies received by a
Fund from brokers or nominees when the broker or nominee has neither received
instructions from the beneficial owner or other persons entitled to vote nor has
(or chooses to exercise) discretionary power to vote on a particular matter.
Accordingly, shareholders are urged to forward their voting instructions
promptly.
Votes cast by proxy or in person at the meeting will be counted by persons
appointed as tellers by the Trust. The tellers will count the total number of
votes cast "for" approval of the proposals for purposes of determining whether
sufficient affirmative votes have been cast. With respect to Proposal I,
abstentions and broker non-votes
1
<PAGE> 5
have the effect of negative votes on the proposal. With respect to Proposal II,
neither abstentions nor broker non-votes have any effect on the outcome of the
proposal.
Proxies may be revoked at any time before they are voted by a written
revocation received by the Secretary of the Trust, by properly executing a
later-dated proxy or by attending the meeting, requesting return of a proxy and
voting in person.
The costs of solicitation will be borne by Union Planters Bank, National
Association ("Union Planters Bank") or Magna Bank, N.A. Solicitation of proxies
by personal interview, mail, telephone and telegraph may be made by officers and
trustees of the Trust and employees of Union Planters Bank, N.A., Magna Bank,
BISYS Fund Services and their respective affiliates.
Those persons who are known to be the beneficial owners of more than five
percent of the shares of any Fund of the Trust as of August 31, 1998 are:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL
NAME OF FUND OF BENEFICIAL OWNER OWNERSHIP PERCENT OF FUND
- ------------ ------------------- --------- ---------------
<S> <C> <C> <C>
Magna Growth & Magna Group, Inc. 498,874 shares 15.78%
Income Fund Savings and Stock Investment Plan
8866 Ladue Road
St. Louis, Missouri 63124
</TABLE>
2
<PAGE> 6
I. APPROVAL OF THE
NEW INVESTMENT ADVISORY AGREEMENTS
INTRODUCTION. Magna Bank, N.A. (together with its predecessors, "Magna"),
1401 South Brentwood Boulevard, St. Louis, Missouri 63144, acts as investment
adviser to each Fund pursuant to separate investment advisory agreements entered
into by each Fund and Magna (each a "Current Investment Advisory Agreement," and
together the "Current Investment Advisory Agreements"). Magna has served as
investment adviser to the Funds since each Fund's inception in 1994. On July 1,
1998, Magna Group, Inc., a bank holding company that then owned 100% of Magna's
outstanding voting securities, merged with and into Union Planters Holding
Corporation ("UPHC"), a bank holding company and a wholly-owned subsidiary of
Union Planters Corporation. It is presently anticipated that Magna will be
merged with and into Union Planters Bank, National Association ("Union Planters
Bank"), a wholly-owned subsidiary of UPHC, on October 9, 1998 (the "Magna Bank
Transaction"). The Magna Bank Transaction may be deemed to result in an
"assignment" of the Current Investment Advisory Agreements for purposes of the
Investment Company Act of 1940 (the "1940 Act"), which regulates investment
companies such as the Trust. Since, as required by the 1940 Act, the Current
Investment Advisory Agreements provide that they will terminate automatically
upon assignment, you are now being asked to approve new investment advisory
agreements (each a "New Investment Advisory Agreement") between your Fund and
Union Planters Bank. The New Investment Advisory Agreements would take effect at
the time of the Magna Bank Transaction.
As of August 31, 1998, 96.46% of the Magna Intermediate Government Bond
Fund shares and 93.99% of the Magna Growth & Income Fund shares were owned of
record by Magna; all of such shares were held for the benefit of accounts for
which Magna acts as trustee or custodian. Upon consummation of the Magna Bank
Transaction, all shares that immediately before the Magna Bank Transaction were
owned by Magna will be owned of record by Union Planters Bank, in each case for
the benefit of accounts for which Union Planters Bank acts as trustee or
custodian.
The investment advisory fee rate set forth in each New Investment Advisory
Agreement is identical to the fee rate set forth in the corresponding Current
Investment Advisory Agreement and, as described in greater detail below, all
other terms of the New Investment Advisory Agreement for each Fund are
substantially identical to the Fund's Current Investment Advisory Agreement in
all material respects. Further, it is presently expected that the same portfolio
managers and other key investment personnel currently responsible for Magna's
management of each Fund's investment operations will continue to have such
responsibilities as officers and employees of Union Planters Bank.
The Trustees of the Trust are proposing that shareholders approve the New
Investment Advisory Agreements between the Trust and Union Planters Bank. In
determining to recommend this proposal, the Trustees considered that Union
Planters Bank proposes that all of the personnel of Magna who have
responsibilities for the conduct of the Funds' investment operations continue to
have such responsibilities as officers and employees of Union Planters Bank
following the Magna Bank Transaction. These persons include, among others, the
individuals who have acted as portfolio managers for each of the Funds since
their inception in 1994. Union Planters Bank has indicated that the Magna Bank
Transaction will not result in any material changes in the investment process
that Magna has employed in managing the Funds' assets in the past. In this
connection, the Trustees considered the scope and quality of the services
historically provided to the Funds by Magna, the investment returns of the
Funds, the performance and expense ratios of other mutual funds and other
managed investment products with investment objectives similar to the Funds and
the brokerage policies and practices employed by Magna in its management of the
Funds' investment portfolios.
3
<PAGE> 7
A description of the New Investment Advisory Agreements, including the
services provided thereunder, the procedures for their termination and renewal
and other services to be provided by Union Planters Bank, is set forth below.
The description is qualified in its entirety by reference to the form of New
Investment Advisory Agreement included as Appendix A to this Proxy Statement.
Additional information about Union Planters Bank is set forth in Part III of
this Proxy Statement.
Each Fund's Current Investment Advisory Agreement was approved by the sole
initial shareholder of such Fund in connection with the organization of the
Trust in July 1994. Each Fund's Current Investment Advisory Agreement was most
recently approved by the Trustees of the Trust, including the Trustees who are
not "interested persons" (as defined in the 1940 Act) of the Trust (the
"Independent Trustees"), on April 23, 1998 for the one-year period commencing
July 1, 1998.
The New Investment Advisory Agreements will be formally considered for
approval by the Trustees, including the Independent Trustees, on October 7,
1998.
DESCRIPTION OF THE INVESTMENT ADVISORY AGREEMENTS. It is proposed that
Union Planters Bank serve as the investment adviser to each Fund of the Trust
pursuant to the New Investment Advisory Agreements between the Trust and Union
Planters Bank. The terms of the New Investment Advisory Agreements are
substantially identical to the terms of the Current Investment Advisory
Agreements in all material respects, except for (i) their effective and
termination dates, (ii) the parties to such agreements (i.e., the New Investment
Advisory Agreements are between each Fund and Union Planters Bank, rather than
between each Fund and Magna) and (iii) the New Investment Advisory Agreements do
not contain a provision contained in the Current Investment Advisory Agreements
which requires the investment adviser to reduce its fees if necessary to comply
with certain expense limitations formerly imposed by state laws, as this
provision is no longer necessary or customary in view of changes in the law that
have occurred since the Current Investment Advisory Agreements were initially
adopted in 1994.
The compensation payable to Union Planters Bank for its services under the
New Investment Advisory Agreements will be a monthly fee at the following annual
percentage rates applicable to the average daily net asset value of each Fund,
as determined at the close of each business day during the month as follows:
<TABLE>
<CAPTION>
ANNUAL
NAME OF FUND PERCENTAGE RATE
- ------------ ---------------
<S> <C>
Magna Growth & Income Fund.................................. 0.75%
Magna Intermediate Government Bond Fund..................... 0.50%
</TABLE>
Since each Fund's inception, Magna has voluntarily reduced its advisory
fees to the annual rate of 0.50%, in the case of the Magna Growth & Income Fund,
and 0.40%, in the case of the Magna Intermediate Government Bond Fund. Union
Planters Bank has voluntarily undertaken to reduce its advisory fee with respect
to each Fund to the same levels through August 31, 1999.
For the year ended August 31, 1998, advisory fees paid to Magna pursuant to
the Current Investment Advisory Agreements (both before and after the voluntary
fee reduction described above), which provide for advisory fee rates identical
to those set forth in the New Investment Advisory Agreements, were as follows:
<TABLE>
<CAPTION>
GROSS FEES NET FEES
FUND (BEFORE REDUCTION) REDUCTION (AFTER REDUCTION)
- ---- ------------------ --------- -----------------
<S> <C> <C> <C>
Magna Growth & Income Fund........ $596,301.04 $198,767.06 $397,533.98
Magna Intermediate Government Bond
Fund............................ $338,077.64 $ 67,615.23 $270,462.41
</TABLE>
4
<PAGE> 8
Under the New Investment Advisory Agreements, subject to such policies as
the Trustees of the Trust may determine, Union Planters Bank, at its expense
(not including brokers' commissions or other costs of acquiring or disposing of
any portfolio securities), will furnish continuously an investment program for,
and will make investment decisions on behalf of, the Funds and place all orders
for the purchase and sale of portfolio securities, subject always to applicable
investment objectives, policies and restrictions.
The New Investment Advisory Agreements also provide that, in placing orders
with brokers or dealers, Union Planters Bank will attempt to obtain prompt
execution of orders in an effective manner at the most favorable price.
Consistent with this obligation, when the execution and price offered by two or
more brokers or dealers are comparable, Union Planters Bank may, in its
discretion, purchase and sell portfolio securities to and from brokers and
dealers who provide Union Planters Bank and its affiliates with research and
other services. In so doing, a Fund may incur greater brokerage commissions than
it might otherwise pay.
Each New Investment Advisory Agreement provides that it will continue in
effect from its initial effective date (which is expected to be as of the
closing of the Magna Bank Transaction, provided that the New Investment Advisory
Agreements have been approved by the shareholders of the relevant Fund and a
majority of the Trustees, including a majority of the Independent Trustees)
through September 30, 2000, and thereafter with respect to such Fund only so
long as such continuance is approved at least annually by (i) the vote, cast in
person at a meeting called for such purpose, of a majority of the Independent
Trustees and by (ii) either the majority vote of the full Board of Trustees or
the vote of a "majority of the outstanding voting securities" (defined below) of
that Fund. Each New Investment Advisory Agreement automatically terminates on
assignment, and is terminable without penalty by the Trust or Union Planters
Bank on not more than 60 days' notice. Each New Investment Advisory Agreement
may only be amended by written instrument by an affirmative vote of the holders
of a "majority of the outstanding voting securities" (defined below) of the
relevant Fund.
Each New Investment Advisory Agreement provides that Union Planters Bank
shall not be subject to any liability to the Trust or to any shareholder of the
Trust for any act or omission in the course of or in connection with rendering
services thereunder in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.
In addition to the advisory fees described above, each Fund will pay all of
its expenses not expressly assumed by Union Planters Bank, including, without
limitation, fees and expenses of the Independent Trustees, interest charges,
taxes, brokers' commissions or other costs of acquiring or disposing of any
portfolio securities for each Fund, expenses of issuance, offering,
distribution, sale, redemption or repurchase of shares, the fees and expenses of
registering and qualifying the Trust and shares of the Funds for distribution
under federal and state laws and regulations, charges of custodians, auditing
and legal expenses, administration, accounting and transfer agency expenses,
expenses of determining net asset value of shares of each Fund, reports to
shareholders, expenses of meetings of shareholders, expenses of printing and
mailing prospectuses, reports, proxy statements and proxies to existing
shareholders, and its proportionate share of insurance premiums and professional
association dues or assessments. The Trust is also responsible for such
nonrecurring expenses as may arise, including litigation in which the Trust may
be a party, and other expenses as determined by the Trustees. The Trust may have
an obligation to indemnify its officers and Trustees with respect to such
litigation. All general Trust expenses are allocated among and charged to the
assets of each Fund on a basis that the Trustees deem fair and equitable, which
may be based on the relative net assets of the Funds or the nature of the
services performed and relative applicability to each Fund.
REQUIRED VOTE. Approval of each Fund's New Investment Advisory Agreement
will require the affirmative vote of a "majority of the outstanding voting
securities" of that Fund (as defined in the 1940 Act), which means
5
<PAGE> 9
the affirmative vote of the lesser of (1) more than 50% of the outstanding
shares of that Fund or (2) 67% or more of the shares of that Fund present at the
meeting if more than 50% of the outstanding shares of that Fund are represented
at the meeting in person or by proxy. If the shareholders of any Fund do not
approve the New Investment Advisory Agreement, the Trustees will take such
further action as they may deem to be in the best interests of the shareholders
of that Fund.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE TO APPROVE THE NEW INVESTMENT
ADVISORY AGREEMENTS.
II. ELECTION OF TRUSTEES
The Trustees have fixed the number of Trustees to be elected at six. The
nominees for Trustees of the Trust (the "Nominees") who are proposed for
election at the Special Meeting are Robert R. Archibald, Brad L. Badgley, Earl
E. Lazerson, Harry R. Maier, Robert E. Saur and Neil Seitz. All of the Nominees
are presently Trustees of the Trust. Mr. Archibald has served as a Trustee of
the Trust since June 7, 1994, and was most recently elected by the Trust's
shareholders on December 14, 1995. Mr. Saur, Mr. Lazerson and Mr. Maier were
elected to the Board by the Trust's shareholders on December 14, 1995. Mr. Seitz
was appointed to the Board by the Trustees on April 16, 1996. Mr. Badgley was
appointed to the Board by the Trustees on October 23, 1997. The principal
occupations and business experience for the last five years of each Nominee for
Trustee, and each Officer of the Trust, are as indicated in the table below.
The term of office of each person elected as a Trustee will be until the
next meeting held for the purpose of electing Trustees and until his successor
is elected and qualified (or until such Trustee's earlier retirement,
resignation, death or disqualification). Each of the Nominees has agreed to
serve as a Trustee if elected. If any of the Nominees should be unavailable for
election at the time of the meeting (which is not presently anticipated), the
persons named as proxies may vote for other persons in their discretion, or the
Trustees may vote to fix the number of Trustees at fewer than six.
TRUSTEES AND OFFICERS INFORMATION
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE POSITION WITH THE TRUST DURING THE PAST FIVE YEARS
- --------------------- ----------------------- --------------------------
<S> <C> <C>
Robert R. Archibald, Ph.D (49) Trustee President, Missouri Historical
Missouri Historical Society Society
P.O. Box 11940
St. Louis, MO 63112-0940
Earl E. Lazerson (66) Trustee Director, National Stockyards;
5 Hidden Valley Lane Director, AAA of Missouri;
Edwardsville, IL 62022 President (until 1993) and
Professor (until 1994), So.
Illinois University at
Edwardsville
Brad L. Badgley* (46) Trustee Attorney, Heiligenstein &
Heiligenstein & Badgley PC Badgley, PC; Director, Magna
30 Public Square Trust Company (an affiliate of
Belleville, Illinois 62220 Magna) (until 1997); Director,
Banc Star One (1995 to present)
</TABLE>
6
<PAGE> 10
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE POSITION WITH THE TRUST DURING THE PAST FIVE YEARS
- --------------------- ----------------------- --------------------------
<S> <C> <C>
Robert E. Saur (54) Trustee President and Owner, Conrad
750 S. Hanley Street Properties Corp. (real estate);
Clayton, MO 63105 Director, Enterbank Holding
Company
Harry R. Maier* (51) Trustee Chief Executive Officer, Memorial
118 Sun Lake Dr. Hospital Belleville, Illinois
Belleville, IL 62221
Neil Seitz (54) Trustee Dean, School of Business, Saint
School of Business Louis University; Professor,
Saint Louis University Saint Louis University (until
3674 Lindell Blvd. 1993)
St. Louis, MO 63108
Walter B. Grimm (53) President Senior Vice President, BISYS Fund
BISYS Fund Services Services, Limited Partnership
3435 Stelzer Road
Columbus, Ohio 43219
William J. Tomko (40) Vice President Senior Vice President, BISYS Fund
BISYS Fund Services Services, Inc.
3435 Stelzer Road
Columbus, Ohio 43219
Alaina V. Metz (30) Assistant Secretary Chief Administrator,
BISYS Fund Services Administrative and Regulatory
3435 Stelzer Road Services, BISYS Fund Services,
Columbus, Ohio 43219 Limited Partnership
Chuck L. Booth (37) Vice President Vice President, BISYS Fund
BISYS Fund Services Services, Inc.
3435 Stelzer Road
Columbus, Ohio 43219
Paul T. Kane (41) Treasurer From December 1997 to present,
3435 Stelzer Road employee of BISYS Fund Services;
Columbus, Ohio 43219 from March 1995 to December 1997,
employee of Fidelity Service
Company
Robert L. Tuch (46) Secretary Vice President, BISYS Fund
BISYS Fund Services Services, Inc.
3435 Stelzer Road
Columbus, Ohio 43219
</TABLE>
Previous positions of officers of the Trust during the past five years with
BISYS or its affiliates are omitted if not materially different from their
current positions. Mr. Grimm and Mr. Tomko were first elected by the Trustees to
the serve in the offices noted above in January 1997. All other officers of the
Trust noted above were first elected by the Trustees to serve in the offices
noted above in October 1997. Each officer of the Trust serves at the
7
<PAGE> 11
pleasure of the Trustees until his or her successor is elected or qualified, or
until he or she sooner dies, resigns, is removed or becomes disqualified.
- ---------------
* Trustee or Nominee who is an "interested person" (as defined in the 1940 Act)
of the Trust. Mr. Maier and Mr. Badgley are "interested persons" by reason of
owning shares of Union Planters Corporation, the ultimate parent company of
Magna and of Union Planters Bank. Prior to July 1, 1998, Mr. Maier and Mr.
Badgley owned shares in Magna Group, Inc., and acquired shares of Union
Planters Corporation in connection with the merger of Magna Group, Inc. with
and into UPHC.
The table below sets forth the beneficial ownership of Trust shares by each
Nominee. Unless otherwise noted below, each Nominee has sole investment power
and sole voting power with respect to his or her shares of the Trust and no
Nominee owns 1% or more of the outstanding shares of either Fund of the Trust.
As of August 31, 1998, those securities of the Trust which are known to be
beneficially owned by Nominees for Trustee of the Trust are:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
NAME OF FUND BENEFICIAL OWNER OWNERSHIP PERCENT OF FUND
- ------------ ---------------- ----------------- ---------------
<S> <C> <C> <C>
Magna Growth & Income Fund.................... Robert E. Saur 74 shares *
Magna Growth & Income Fund.................... Harry R Maier 455 shares *
Magna Intermediate Government Bond Fund....... Harry R Maier 527 shares *
</TABLE>
- ---------------
* Less than 1% of such Fund's total outstanding securities.
As of August 31, 1998, the Trustees and officers of the Trust beneficially
owned as a group 527 shares of the Magna Intermediate Government Bond Fund,
comprising less than 1% of the outstanding shares of such Fund, and 529 shares
of the Magna Growth & Income Fund, comprising less than 1% of the outstanding
shares of such Fund.
The Board of Trustees met four times during the fiscal year ended August
31, 1998. Each Nominee attended at least 75% of the such meetings, except for
Robert R. Archibald, who attended two of the four meetings.
There are no committees of the Trust's Board of Trustees.
The Agreement and Declaration of Trust of the Trust provides that the Trust
will indemnify its Trustees and officers against liabilities and expenses
incurred in connection with litigation in which they may be involved because of
their positions with the Trust, except if it is determined in the manner
specified in the Agreement and Declaration of Trust that they have not acted in
good faith in the reasonable belief that their actions were in the best
interests of the Trust or that such indemnification would relieve any officer or
Trustee of any liability to the Trust or its shareholders arising by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of his or
her duties.
The Trust pays no compensation to its officers. Each Trustee is compensated
at the rate of $5,000 per annum plus $500 for each meeting of the Trustees
attended. The Trust provides no pension or retirement benefits to Trustees, but
has adopted a deferred payment arrangement under which each Trustee may elect
not to receive fees from the Trust on a current basis but to receive in a
subsequent period an amount equal to the value that such fees would have if they
had been invested in each Fund on the normal payment date for such fees. As a
result of this method of calculating the deferred payments, each Fund, upon
making the deferred payments, will be in the same financial position as if the
fees had been paid on the normal payment dates.
8
<PAGE> 12
The following table sets forth the amount of the compensation paid (or
deferred in lieu of current payment) by the Trust during its fiscal year ended
August 31, 1998 to the persons who served as Trustees during all or any portion
of such fiscal year:
<TABLE>
<CAPTION>
AGGREGATE TOTAL
COMPENSATION COMPENSATION
PERSON FROM TRUST FROM TRUST
- ------ ------------ ------------
<S> <C> <C>
Robert R. Archibald................................. $6000 $6000
Brad L. Badgley..................................... $7000 $7000
Earl E. Lazerson.................................... $6500 $6500
Harry R. Maier...................................... $7000 $7000
Robert E. Saur...................................... $7000 $7000
Neil Seitz.......................................... $7000 $7000
</TABLE>
REQUIRED VOTE. The election of Trustees of the Trust will be by a plurality
of the shares of the Trust (both Funds of the Trust voting together as a single
class) present at the Special Meeting in person or by proxy. Shares represented
by duly executed proxies will be voted for the election of the persons named
herein as Nominees, unless such authority has been withheld in accordance with
the instructions on the form of proxy. If no instructions are made, the proxy
will be voted for each such Nominee.
THE TRUSTEES RECOMMEND A VOTE FOR EACH NOMINEE.
III. MANAGEMENT OF THE TRUST
It is proposed that Union Planters Bank will serve as investment adviser to
each Fund of the Trust. The name, address and principal occupation of Union
Planters Bank's directors and principal executive officer are as follows:
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS TITLE PRINCIPAL OCCUPATION
- ------------------------- ----- --------------------
<S> <C> <C>
Albert M. Austin Director Chairman, Cannon,
Cannon, Austin & Cannon, Inc. Austin & Cannon, Inc.
6685 Poplar Avenue, #200
Germantown, TN 38138
Marvin E. Bruce Director Retired
3260 Habersham Road
Atlanta, GA 30305
George W. Bryan Director Senior Vice President, Sara
Sara Lee Corporation Lee Corporation
8000 Centerview Parkway
Suite 300
Cordova, TN 38018
James E. Harwood Director President, Sterling Equities
Sterling Equities
845 Crossover Lane, Suite 124
Memphis, TN 38117
</TABLE>
9
<PAGE> 13
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS TITLE PRINCIPAL OCCUPATION
- ------------------------- ----- --------------------
<S> <C> <C>
Parnell S. Lewis, Jr. Director President, Anderson-Tully
Anderson-Tully Company Company
1242 N. Second Street
Memphis, TN 38101
C.J. Lowrance, III Director President, Lowrance Brothers &
Lowrance Brothers & Company, Inc.
Company, Inc.
Highway 61
Driver, AR 72329
Jackson W. Moore Director, President and Chief President and Chief Operating
Union Planters Corporation Operating Officer Officer, Union Planters
7130 Goodlett Farms Pkwy. Corporation and Union Planters
Memphis, TN 38017 Bank, N.A.
Stanley D. Overton Director Retired
#7 Warwick Lane
Nashville, TN 37205
Benjamin W. Rawlins, Jr. Director, Chairman and Chief Chairman and Chief Executive
Union Planters Corporation Executive Officer Officer, Union Planters
7130 Goodlett Farms Parkway Corporation and Union Planters
Memphis, TN 38017 Bank, N.A.
Dr. V. Lane Rawlins Director President, University of
University of Memphis Memphis
341 Administration Building
Campus Box 526643
Memphis, TN 38152-6643
Donald F. Schuppe Director Retired
6448 Wynfrey Place
Memphis, TN 38120
David M. Thomas Director Retired
1765 Camellia Drive
Greenville, MS 38701
Richard A. Trippeer, Jr. Director President, R.A. Trippeer, Inc.
R.A. Trippeer, Inc.
5865 Ridgeway Center Pkwy.
Suite 300 Memphis, TN 38120
Spence L. Wilson Director President, Kemmons Wilson,
Kemmons Wilson, Inc. Inc.
1629 Winchester Road
Memphis, TN 38116
</TABLE>
Union Planters Bank, a national bank, is a wholly-owned subsidiary of UPHC,
a Tennessee corporation. UPHC is itself a wholly-owned subsidiary of Union
Planters Corporation, a Tennessee corporation and a bank holding company.
10
<PAGE> 14
BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219, serves as the
Trust's Distributor and Administrator and, in general, supervises the operations
of the Trust.
IV. MISCELLANEOUS
OTHER BUSINESS. The Trustees know of no other business to be brought before
the Meeting. However, if any other matters properly come before the Meeting, it
is their intention that proxies which do not contain specific restrictions to
the contrary will be voted on such matters in accordance with the judgment of
the persons named in the enclosed form of proxy.
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS OF
SHAREHOLDERS. The Trust's Agreement and Declaration of Trust does not provide
for annual meetings of shareholders and the Trust does not currently intend to
hold any annual meetings. Shareholder proposals for inclusion in the Trust's
proxy statement for any special meeting must be received by the Trust a
reasonable period of time before the Trust begins to print and mail its proxy
materials. The timely submission of a proposal does not guarantee its inclusion.
ADJOURNMENT. In the event that sufficient votes in favor of any of the
proposals set forth in the Notice of the Special Meeting are not received by the
time scheduled for the Meeting, the persons named as proxies may propose one or
more adjournments of the Meeting in accordance with applicable law in order to
permit further solicitation of proxies with respect to any of such proposals.
The persons named as proxies will vote in favor of such adjournment those
proxies which they are entitled to vote in favor of such proposals. They will
vote against any such adjournment those proxies required to be voted against any
of such proposals. The costs of any such additional solicitation and of any
adjourned session will be borne by Union Planters Bank or by Magna.
September 8, 1998
11
<PAGE> 15
(THIS PAGE INTENTIONALLY LEFT BLANK)
<PAGE> 16
APPENDIX A-1
MAGNA GROWTH & INCOME FUND
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of , 1998 between MAGNA FUNDS, a
Massachusetts business trust (herein called the "Trust"), and Union Planters
Bank, National Association, a national bank (herein called the "Investment
Adviser").
WHEREAS, the Trust is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended ("1940
Act"); and
WHEREAS, the Trust desires to retain the Investment Adviser to furnish
investment advisory services to the Magna Growth & Income Fund (the "Fund"), an
investment portfolio of the Trust, and the Investment Adviser represents that it
is willing and possesses legal authority to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. Appointment. The Trust hereby appoints the Investment Adviser to act as
investment adviser to the Fund for the period and on the terms set forth in this
Agreement. The Investment Adviser accepts such appointment and agrees to furnish
the services herein set forth for the compensation herein provided.
2. Management. Subject to the supervision of the Trust's Board of Trustees,
the Investment Adviser will provide a continuous investment program for the
Trust, including investment research and management with respect to all
securities and investments and cash equivalents of the Fund. The Investment
Adviser will determine from time to time what securities and other investments
will be purchased, retained or sold by the Trust with respect to the Fund. The
Investment Adviser will provide the services under this Agreement in accordance
with the Trust's investment objective, policies and restrictions as stated in
the Prospectus and resolutions of the Trust's Board of Trustees. The Investment
Adviser further agrees that it:
(a) will use the same skill and care in providing such services as it
uses in providing services to any fiduciary accounts for which it has
investment responsibilities;
(b) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission and in addition will conduct its
activities under this Agreement in accordance with any applicable
regulations of any governmental authority pertaining to the investment
advisory activities of the Investment Adviser;
(c) will place orders pursuant to its investment determinations for
the Trust either directly with the issuer or with any broker or dealer. In
placing orders with brokers and dealers, the Investment Adviser will
attempt to obtain prompt execution of orders in an effective manner at the
most favorable price. Consistent with this obligation, when the execution
and price offered by two or more brokers or dealers are comparable, the
Investment Adviser may, in its discretion, purchase and sell portfolio
securities to and from brokers and dealers who provide the Investment
Adviser with research advice and other services. Unless and until
appropriate procedures are adopted by the Trustees of the Trust under Rule
17e-1 of the 1940 Act and unless the provisions of such Rule are complied
with, portfolio securities will not be purchased from or sold to BISYS Fund
Services, the Investment Adviser, or any affiliated person of the Trust,
BISYS Fund Services, or the Investment Adviser;
A-1
<PAGE> 17
(d) will maintain all books and records with respect to the Trust's
securities transactions and will furnish the Trust's Board of Trustees such
periodic and special reports as the Board may request; and
(e) will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and prior,
present or potential interestholders, and will not use such records and
information for any purpose other than performance of its responsibilities
and duties hereunder, except after prior notification to and approval in
writing by the Trust, which approval shall not be unreasonably withheld and
may not be withheld where the Investment Adviser may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so
requested by the Trust.
3. Services Not Exclusive. The investment management services furnished by
the Investment Adviser hereunder are not to be deemed exclusive, and the
Investment Adviser shall be free to furnish similar services to others so long
as its services under this Agreement are not impaired thereby.
4. Books and Records. In compliance with the requirements of Rule 3la-3
under the 1940 Act, the Investment Adviser hereby agrees that all records which
it maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
The Investment Adviser further agrees to preserve for the periods prescribed by
Rule 3la-3 under the 1940 Act the records required to be maintained by Rule
3la-1 under the 1940 Act.
5. Expenses. During the term of this Agreement, the Investment Adviser will
pay all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities (including brokerage commissions, if
any) purchased for the Trust.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Trust will pay the Investment Adviser and the
Investment Adviser will accept as full compensation therefor a fee computed
daily and paid monthly at the applicable annual rate of 0.75% of average daily
net assets.
7. Limitation of Liability. The Investment Adviser shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the performance of this Agreement, except a loss resulting from
a breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Investment Adviser in the performance of its
duties or from reckless disregard by the Investment Adviser of its obligations
and duties under this Agreement.
8. Duration and Termination. This Agreement will become effective as to the
Trust as of the date first written above, provided that it shall have been
approved by vote of a majority of the outstanding voting securities of the Fund,
in accordance with the requirements under the 1940 Act, and, unless sooner
terminated as provided herein, shall continue in effect until September 30,
2000.
Thereafter, if not terminated, this Agreement shall continue in effect for
successive periods of twelve months each ending on September 30th of each year,
provided such continuance is specifically approved at least annually (a) by the
vote of a majority of those members of the Trust's Board of Trustees who are not
parties to this Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the vote of a majority of the Trust's Board of Trustees or by the
vote of a majority of the outstanding voting securities of the Fund.
Notwithstanding the foregoing, this Agreement may be terminated at any time on
sixty days' written notice, without the payment of any penalty, by the Trust (by
vote of the Fund's Board of Trustees or by vote of a majority of the outstanding
voting securities of the Fund) or by the Investment Adviser. This Agreement will
immediately terminate in the event of its assignment. If the Investment
A-2
<PAGE> 18
Adviser requires the Trust or the Fund to change its name so as to eliminate all
references to the word "Magna," then this Agreement shall automatically
terminate at the time of such change unless the continuance of this Agreement
after such change shall have been specifically approved by vote of a majority of
the outstanding voting securities of the Fund and by vote of a majority of the
Trustees of the Trust who are not interested persons of the Trust or the
Investment Adviser, cast in person at a meeting called for the purpose of voting
on such approval. (As used in this Agreement, the terms "majority of the
outstanding voting securities," "interested persons" and "assignment" shall have
the same meaning of such terms in the 1940 Act.)
9. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
10. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by the law of the Commonwealth of Massachusetts.
A copy of the Agreement and Declaration of Trust establishing the Trust is
on file with the Secretary of State of the Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is executed with respect to the Fund
on behalf of the Trust by officers of the Trust as officers and not individually
and that the obligations of or arising out of this Agreement are not binding
upon any of the Trustees, officers or shareholders individually but are binding
only upon the assets and property belonging to the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
MAGNA FUNDS
Seal By:
--------------------------------------
Title:
--------------------------------------
UNION PLANTERS BANK, NATIONAL
ASSOCIATION
Seal By:
--------------------------------------
Title:
--------------------------------------
A-3
<PAGE> 19
APPENDIX A-1
MAGNA INTERMEDIATE GOVERNMENT BOND FUND
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of , 1998 between MAGNA FUNDS, a
Massachusetts business trust (herein called the "Trust"), and Union Planters
Bank, National Association, a national bank (herein called the "Investment
Adviser").
WHEREAS, the Trust is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended ("1940
Act"); and
WHEREAS, the Trust desires to retain the Investment Adviser to furnish
investment advisory services to the Magna Intermediate Government Bond Fund (the
"Fund"), an investment portfolio of the Trust, and the Investment Adviser
represents that it is willing and possesses legal authority to furnish such
services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. Appointment. The Trust hereby appoints the Investment Adviser to act as
investment adviser to the Fund for the period and on the terms set forth in this
Agreement. The Investment Adviser accepts such appointment and agrees to furnish
the services herein set forth for the compensation herein provided.
2. Management. Subject to the supervision of the Trust's Board of Trustees,
the Investment Adviser will provide a continuous investment program for the
Trust, including investment research and management with respect to all
securities and investments and cash equivalents of the Fund. The Investment
Adviser will determine from time to time what securities and other investments
will be purchased, retained or sold by the Trust with respect to the Fund. The
Investment Adviser will provide the services under this Agreement in accordance
with the Trust's investment objective, policies and restrictions as stated in
the Prospectus and resolutions of the Trust's Board of Trustees. The Investment
Adviser further agrees that it:
(a) will use the same skill and care in providing such services as it
uses in providing services to any fiduciary accounts for which it has
investment responsibilities;
(b) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission and in addition will conduct its
activities under this Agreement in accordance with any applicable
regulations of any governmental authority pertaining to the investment
advisory activities of the Investment Adviser;
(c) will place orders pursuant to its investment determinations for
the Trust either directly with the issuer or with any broker or dealer. In
placing orders with brokers and dealers, the Investment Adviser will
attempt to obtain prompt execution of orders in an effective manner at the
most favorable price. Consistent with this obligation, when the execution
and price offered by two or more brokers or dealers are comparable, the
Investment Adviser may, in its discretion, purchase and sell portfolio
securities to and from brokers and dealers who provide the Investment
Adviser with research advice and other services. Unless and until
appropriate procedures are adopted by the Trustees of the Trust under Rule
17e-1 of the 1940 Act and unless the provisions of such Rule are complied
with, portfolio securities will not be purchased from or sold to BISYS Fund
Services, the Investment Adviser, or any affiliated person of the Trust,
BISYS Fund Services, or the Investment Adviser;
A-4
<PAGE> 20
(d) will maintain all books and records with respect to the Trust's
securities transactions and will furnish the Trust's Board of Trustees such
periodic and special reports as the Board may request; and
(e) will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and prior,
present or potential interestholders, and will not use such records and
information for any purpose other than performance of its responsibilities
and duties hereunder, except after prior notification to and approval in
writing by the Trust, which approval shall not be unreasonably withheld and
may not be withheld where the Investment Adviser may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so
requested by the Trust.
3. Services Not Exclusive. The investment management services furnished by
the Investment Adviser hereunder are not to be deemed exclusive, and the
Investment Adviser shall be free to furnish similar services to others so long
as its services under this Agreement are not impaired thereby.
4. Books and Records. In compliance with the requirements of Rule 3la-3
under the 1940 Act, the Investment Adviser hereby agrees that all records which
it maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
The Investment Adviser further agrees to preserve for the periods prescribed by
Rule 3la-3 under the 1940 Act the records required to be maintained by Rule
3la-1 under the 1940 Act.
5. Expenses. During the term of this Agreement, the Investment Adviser will
pay all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities (including brokerage commissions, if
any) purchased for the Trust.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Trust will pay the Investment Adviser and the
Investment Adviser will accept as full compensation therefor a fee computed
daily and paid monthly at the applicable annual rate of 0.50% of average daily
net assets.
7. Limitation of Liability. The Investment Adviser shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the performance of this Agreement, except a loss resulting from
a breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Investment Adviser in the performance of its
duties or from reckless disregard by the Investment Adviser of its obligations
and duties under this Agreement.
8. Duration and Termination. This Agreement will become effective as to the
Trust as of the date first written above, provided that it shall have been
approved by vote of a majority of the outstanding voting securities of the Fund,
in accordance with the requirements under the 1940 Act, and, unless sooner
terminated as provided herein, shall continue in effect until September 30,
2000.
Thereafter, if not terminated, this Agreement shall continue in effect for
successive periods of twelve months each ending on September 30th of each year,
provided such continuance is specifically approved at least annually (a) by the
vote of a majority of those members of the Trust's Board of Trustees who are not
parties to this Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the vote of a majority of the Trust's Board of Trustees or by the
vote of a majority of the outstanding voting securities of the Fund.
Notwithstanding the foregoing, this Agreement may be terminated at any time on
sixty days' written notice, without the payment of any penalty, by the Trust (by
vote of the Fund's Board of Trustees or by vote of a majority of the outstanding
voting securities of the Fund) or by the Investment Adviser. This Agreement will
immediately terminate in the event of its assignment. If the Investment
A-5
<PAGE> 21
Adviser requires the Trust or the Fund to change its name so as to eliminate all
references to the word "Magna," then this Agreement shall automatically
terminate at the time of such change unless the continuance of this Agreement
after such change shall have been specifically approved by vote of a majority of
the outstanding voting securities of the Fund and by vote of a majority of the
Trustees of the Trust who are not interested persons of the Trust or the
Investment Adviser, cast in person at a meeting called for the purpose of voting
on such approval. (As used in this Agreement, the terms "majority of the
outstanding voting securities," "interested persons" and "assignment" shall have
the same meaning of such terms in the 1940 Act.)
9. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
10. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by the law of the Commonwealth of Massachusetts.
A copy of the Agreement and Declaration of Trust establishing the Trust is
on file with the Secretary of State of the Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is executed with respect to the Fund
on behalf of the Trust by officers of the Trust as officers and not individually
and that the obligations of or arising out of this Agreement are not binding
upon any of the Trustees, officers or shareholders individually but are binding
only upon the assets and property belonging to the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
MAGNA FUNDS
Seal By:
--------------------------------------
Title:
--------------------------------------
UNION PLANTERS BANK, NATIONAL
ASSOCIATION
Seal By:
--------------------------------------
Title:
--------------------------------------
A-6
<PAGE> 22
559213
<PAGE> 23
MAGNA FUNDS
MAGNA GROWTH & INCOME FUND
MAGNA INTERMEDIATE GOVERNMENT BOND FUND
THIS SOLICITATION IS BEING MADE ON BEHALF OF THE BOARD OF TRUSTEES.
The undersigned shareholder, by completing this form does thereby appoint
Walter B. Grimm and Lewis G. Laughlin, and each of them, with power of
substitution, attorneys and proxies of the undersigned, and does thereby request
that all shares of Magna Funds which the undersigned is entitled to vote be cast
as directed at the Special Meeting of Shareholders of Magna Funds, to be held at
8:30 a.m., Columbus Time, on October 8, 1998 at the offices of the Trust, 3435
Stelzer Road, Columbus, Ohio 43219, and at any adjournment thereof.
TOTAL SHARES AS SHOWN BELOW PLEASE VOTE, DATE, SIGN EXACTLY AS YOUR NAME
APPEARS BELOW, AND RETURN THIS FORM IN THE
ENCLOSED SELF-ADDRESSED ENVELOPE.
NOTE: The undersigned hereby acknowledges
receipt of the Notice of Meeting and Proxy
Statement, and revokes any proxy heretofore
given with respect to the votes covered by this
proxy.
Dated , 1998
---------------------------------
------------------------------------------------
(Signature)
- --------------------------------------------------------------------------------
(1) PROPOSAL TO APPROVE THE NEW INVESTMENT ADVISORY AGREEMENT:
A. APPROVAL OF THE MAGNA GROWTH & INCOME FUND INVESTMENT ADVISORY
AGREEMENT (FOR MAGNA GROWTH & INCOME FUND SHAREHOLDERS ONLY)
[ ] FOR [ ] AGAINST [ ] ABSTAIN
B. APPROVAL OF THE MAGNA INTERMEDIATE GOVERNMENT BOND FUND INVESTMENT
ADVISORY AGREEMENT (FOR MAGNA INTERMEDIATE GOVERNMENT BOND FUND
SHAREHOLDERS ONLY)
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) PROPOSAL TO APPROVE THE ELECTION OF THE NOMINEES FOR TRUSTEE:
The shares represented by this proxy will be voted as directed below,
or if no direction is indicated, will be voted FOR the election of all
Nominees for Trustee listed below. You may withhold authority to vote
for any Nominee(s) by lining through or otherwise striking his (or
their) name(s) of any Nominee:
Robert R. Archibald
Brad L. Badgley
Earl E. Lazerson
Harry R. Maier
Robert E. Saur
Neil Seitz
