SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
X Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240-14a-11(c) or ss.240-14a-12
THE CRM FUNDS
(Name of Registrant as Specified in its Charter)
THE CRM 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)(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>
THE CRM FUNDS
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
---------------------------
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON
OCTOBER 22, 1999
--------------------------
To the Shareholders:
Special meetings of the shareholders (the "Meetings") of Small
Cap Value Fund, Mid Cap Value Fund and Large Cap Value Fund, (each, a "CRM
Fund"), will be held on October 22, 1999 at [10 a.m.] eastern time at the
offices of ________________ for the following purposes:
1. To approve an Agreement and Plan of Reorganization (the "Plan") for
each CRM Fund providing for the transfer of the Fund's assets to a
newly-created fund (a "Successor Fund") in exchange for shares of equal
value of the Successor Fund, followed by the distribution of such
shares to the CRM Fund's shareholders and the dissolution of the CRM
Fund, as described in the accompanying Proxy Statement.
BY APPROVING THE PLAN FOR YOUR CRM FUND, YOU WOULD BE AUTHORIZING
FUNDAMENTAL INVESTMENT POLICIES PERMITTING YOUR REORGANIZED FUND TO
INVEST ALL OF ITS ASSETS IN A CORRESPONDING MASTER FUND WITH THE SAME
INVESTMENT OBJECTIVE, AND SIMILAR PRINCIPAL INVESTMENT STRATEGIES AND
INVESTMENT RISKS, AS YOUR CURRENT CRM FUND;
2. To transact such other business as may properly come before the
Meetings.
Shareholders of record at the close of business on August 24, 1999 are entitled
to vote at the Meetings or any adjournment thereof.
By Order of the Board of Trustees
Eugene A. Trainor, III, Secretary
September __, 1999
Wilmington, Delaware
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IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETINGS, PLEASE MARK YOUR VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY BALLOT AND PROMPTLY DATE, SIGN AND RETURN
IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES. WE ASK YOUR COOPERATION IN HELPING THE CRM FUNDS BY MAILING YOUR PROXY
BALLOT PROMPTLY. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
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<PAGE>
1
THE CRM FUNDS
400 BELLEVUE PARKWAY
WILMINGTON, DE 19809
--------------------------
PROXY STATEMENT
FOR
SPECIAL MEETINGS OF SHAREHOLDERS OF
SMALL CAP VALUE FUND
MID CAP VALUE FUND
LARGE CAP VALUE FUND
TO BE HELD ON
OCTOBER 22, 1999
--------------------------
INTRODUCTION
This Proxy Statement is furnished to the shareholders of Small
Cap Value Fund, Mid Cap Value Fund, and Large Cap Value Fund (each a "CRM Fund"
and, collectively, the "CRM Funds") in connection with the solicitation of
proxies by, and on behalf of, the Board of Trustees of the CRM Funds for use at
the Special Meetings of Shareholders of the CRM Funds (the "Meetings") to be
held on October 22, 1999 at [10 a.m.] eastern time at the offices of
_________________________ and at any adjournment thereof.
The Trustees have called the Meetings to ask shareholders to
consider and vote on proposals for the reorganization of the CRM Funds (the
"Reorganization") as described in this Proxy Statement. The solicitation is
being made primarily by the mailing of this Proxy Statement and the accompanying
proxy ballot on or about September _, 1999. Supplementary solicitations may be
made by officers of the CRM Funds or agents appointed by the CRM Funds utilizing
other means, including telephone, facsimile, other electronic means or personal
interview. The costs of the Reorganization shall be borne by the CRM Funds.
VOTING
The individuals named as proxies on the enclosed proxy ballot
corresponding to your particular CRM Fund will vote in accordance with your
direction as indicated thereon if your proxy ballot is (a) properly executed by
you or your duly appointed agent or attorney-in-fact, (b) not revoked and (c)
received by your CRM Fund prior to the Meetings. If you sign, date and return
the proxy ballot, but give no voting instructions, the duly appointed
individuals named as proxies will vote your shares FOR the proposals specified
on the proxy ballot. If you execute and return your proxy ballot, you may
nevertheless revoke your proxy at any time prior to its use by (a) your written
notification received by your CRM Fund, (b) your execution of a later-dated
proxy ballot or (c) your attending the Meetings and voting in person.
The presence at the Meetings, in person or by proxy, of the
holders of at least one-third of a CRM Fund's outstanding shares as of the
Record Date will be required to constitute a quorum for the purpose of
transacting that CRM Fund's business at the Meetings. In the event that a quorum
is not represented at the Meetings or at any adjournment thereof, or, even if a
quorum is represented, in the event that sufficient votes in favor of the
proposal set forth below are not received, the persons named as proxies may
propose and vote for one or more
<PAGE>
2
adjournments of the Meetings and further solicitation of proxies may be made
without the necessity of further notice. The individuals named as proxies will
vote in favor of adjournment if the proxy ballots submitted contain instructions
to vote in favor of the proposal to be considered at the adjourned meeting, and
the individuals named as proxies will vote against any adjournment if the proxy
ballots contain instructions to vote against or to abstain from voting on the
proposal to be considered at the adjourned meeting.
Shareholders of each CRM Fund will vote separately by Fund on
Proposal No. 1. The Reorganization would occur with respect to a CRM Fund if
shareholders of that Fund approve Proposal No. 1, regardless of whether
shareholders of the other CRM Funds approve the Reorganization. Shareholders are
entitled to one vote for each CRM Fund share held on the Record Date, as defined
below.
The affirmative vote of a "majority," as defined in the
Investment Company Act of 1940 (the "1940 Act"), of the outstanding shares of a
CRM Fund is required to approve Proposal No. 1 for that Fund. Under the 1940
Act, the vote of holders of a "majority" means the vote of the holders of the
lesser of (a) 67% or more of the shares of a CRM Fund present at the meeting or
represented by proxy if the holders of 50% or more of such shares are so present
or represented, or (b) more than 50% of such outstanding shares.
Abstentions and broker non-votes will be counted as shares
present for purposes of determining whether a quorum is present but will not be
voted for or against any proposal or for or against any adjournment to permit
further solicitation of proxies. Accordingly, abstentions and broker non-votes
effectively will be votes against such adjournment or against any proposal where
the required vote is a percentage of the shares present or outstanding.
Abstentions and broker non-votes will not be counted, however, as votes cast for
purposes of determining whether sufficient votes have been received to approve a
proposal where the required vote is a percentage of votes cast. Broker non-votes
are shares held in street name for which the broker indicates that instructions
have not been received from the beneficial owners or other persons entitled to
vote and the broker does not have discretionary voting authority.
The Board of Trustees has fixed the close of business on
August 24, 1999 as the record date ("Record Date") for the determination of the
shareholders entitled to notice of and to vote at the Meetings or any
adjournment thereof. As of the Record Date, the number of shares issued and
outstanding of each CRM Fund are as indicated in the following table:
- -----------------------------------------------------------------
CRM Fund No. of Shares Issued and Outstanding
- -----------------------------------------------------------------
Small Cap Value Fund
- -----------------------------------------------------------------
Mid Cap Value Fund
- -----------------------------------------------------------------
Large Cap Value Fund
- -----------------------------------------------------------------
FINANCIAL STATEMENTS
Audited financial statements of the CRM Funds for the fiscal
year ended June 30, 1999, and the independent auditor's reports thereon, as set
forth in the Funds' annual report to shareholders, are incorporated by reference
into this proxy statement. Such annual reports were mailed previously to
shareholders, and additional copies are available to any shareholder, without
charge, upon written request to: The CRM Funds, c/o PFPC Inc., 400 Bellevue
Parkway, Wilmington, DE 19809 or by calling toll free (800) CRM-2883. Also, the
SEC maintains a website (http://www.sec.gov) that contains the CRM Funds' annual
report.
<PAGE>
3
PROPOSAL NO. 1
TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION FOR EACH
CRM FUND PROVIDING FOR THE TRANSFER OF THE FUND'S ASSETS TO A
NEWLY-CREATED SUCCESSOR FUND IN EXCHANGE FOR SHARES OF EQUAL
VALUE OF THE SUCCESSOR FUND, FOLLOWED BY THE DISTRIBUTION OF
SUCH SHARES TO THE CRM FUND'S SHAREHOLDERS AND THE DISSOLUTION
OF THE CRM FUND.
APPROVAL OF THE PLAN BY A CRM FUND SHALL ALSO AUTHORIZE THE
BOARD OF TRUSTEES OF THE CRM FUNDS TO EXECUTE A FORM OF
SHAREHOLDER CONSENT APPROVING THE INVESTMENT ADVISORY
AGREEMENT BETWEEN THE CORRESPONDING MASTER SERIES OF SUCH CRM
FUND AND CRAMER ROSENTHAL MCGLYNN, LLC AND APPROVING THE
SELECTION OF ERNST & YOUNG LLP TO SERVE AS THE INDEPENDENT
AUDITORS FOR SUCH SUCCESSOR FUND AND ITS MASTER SERIES FOR THE
FISCAL YEAR ENDING JUNE 30, 2000.
THE REORGANIZATION
The Board of Trustees is asking shareholders of each CRM Fund
to approve an Agreement and Plan of Reorganization (the "Plan"), a copy of which
is attached hereto as EXHIBIT A. The Plan authorizes the exchange of the CRM
Fund's assets, including all cash, cash equivalents, securities, and receivables
(including interest and dividends receivable), and liabilities for shares of
equal value of a corresponding, newly-created "shell" fund (a "Successor Fund"
and collectively, the "Successor Funds") of WT Mutual Fund, an open-end,
management investment company. The shares of the Successor Fund would then be
distributed to the CRM Fund's shareholders so that each shareholder would
receive a number of full and fractional shares of the corresponding Successor
Fund having an aggregate value that is equal to the aggregate net asset value of
the shareholder's CRM Fund shares. Immediately following this exchange, each
Successor Fund would invest its assets entirely in a separate master fund (the
"Master Series"), which shall be a series of WT Investment Trust I ("WT Trust")
with the same investment objective and similar principal investment strategies
as the Successor Fund. The CRM Fund would subsequently be dissolved as soon as
practicable after the reorganization.
While there are some differences between the CRM Funds and the
corresponding Successor Funds, as described in this Proxy Statement, your
investment in a Successor Fund would be substantially similar to your existing
investment in a CRM Fund.
Under the Successor Funds' proposed operating arrangement,
which is known as a "master/feeder" fund structure, each Successor Fund (being
known as a "feeder") would pursue its existing investment objective through
investment in a Master Series, rather than through direct investments in
portfolio securities. Each Master Series, in turn, will invest its assets in
accordance with the same objective, policies and restrictions as its
corresponding Successor Fund. Shareholders will own shares of a Successor Fund,
and the Successor Fund will hold only the shares of its corresponding Master
Series. The value of your investment in a Successor Fund would be the same
immediately after the Reorganization as the value of your investment in the
corresponding CRM Fund immediately before the Reorganization. Of course, the
value of your investment in a Successor Fund will fluctuate thereafter, based on
the investment performance of the Successor Fund's Master Series.
Each Master Series has been established to serve as the
investment portfolio for various institutional investors, including other
registered mutual funds, private investment companies and other collective
investment vehicles, that have the same investment objectives and policies as
the Master Series. Other mutual funds that may invest in the Master Series may
have different expenses and, therefore, different returns than a Successor Fund.
The shares of the Master Series are not available for purchase directly by
members of the general public.
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4
For each CRM Fund, the following chart shows the name of the
Successor Fund that it would convert to and the corresponding Master Series.
CRM FUND SUCCESSOR FUND MASTER SERIES OF WT TRUST
-------- -------------- -------------------------
Small Cap Value Fund The CRM Small Cap Value Fund Small Cap Value Series
Mid Cap Value Fund The CRM Mid Cap Value Fund Mid Cap Value Series
Large Cap Value Fund The CRM Large Cap Value Fund Large Cap Value Series
As with the CRM Funds, the Successor Funds would issue
Investor class shares and Institutional class shares. The difference between the
two share classes is that Investor shares are subject to shareholder servicing
fees, in the annual amount of 0.25% of the Fund's average net assets, which are
paid to CRM for providing services to Fund shareholders. Institutional shares
are not subject to shareholder servicing fees and are available only to limited
investors. According to the Plan, a CRM Fund would receive Institutional and
Investor shares of its corresponding Successor Fund equal in number to the CRM
Fund's outstanding Institutional and Investor shares on the Closing Date.
Shareholders owing Investor shares of a CRM Fund would receive Investor shares
of the corresponding Successor Fund, and those owing Institutional shares would
receive Institutional shares of the corresponding Successor Fund.
Although shareholders would have no appraisal rights in
connection with the Reorganization, shareholders may redeem their shares at any
time before, during or after the Reorganization.
If Proposal No. 1 is approved by shareholders of a CRM Fund,
the Reorganization of that Fund is expected to occur as of the close of business
on October 29, 1999 (the "Closing Date") or as promptly as practicable
thereafter. Shareholders would receive full and fractional shares of the
corresponding Successor Fund equal in value to the shares of the CRM Fund that
they owned on the Closing Date.
OBJECTIVES OF THE REORGANIZATION
The Reorganization has been proposed by the Board of Trustees
of the CRM Funds for the following reasons:
(BULLET) The Reorganization is part of an initiative by the Funds' adviser,
Cramer Rosenthal McGlynn, LLC ("CRM"), and its affiliate, Wilmington
Trust Company ("WTC"), to create a comprehensive family of funds that
will offer a wide variety of investment styles. CRM and WTC are seeking
to unify and streamline the operations of a number of mutual funds
which they advise and to create an efficient fund distribution system.
The Reorganization offers you the opportunity to become part of a
larger and more diverse family of mutual funds, and you will be able to
exchange your shares among many of these different funds.
(BULLET) By implementing the master/feeder structure, additional assets may be
attracted to the funds which could lead to certain operating
efficiencies. Funds with more assets tend to enjoy economies of scale
not available to funds with less assets. The master/feeder structure
provides an opportunity for management to attract other institutional
investors as feeder funds and to access additional distribution
channels to reach retail investors. This could lead to reductions in
your fund's total operating expenses.
(BULLET) Lower fund operating costs may lead to stronger performance, since
total return to a fund's shareholders is net of fund expenses.
<PAGE>
5
COMPARISON OF FEES AND EXPENSES
After the Reorganization, fees and expenses will be
reallocated between the Successor Funds and the Master Series, with advisory,
brokerage and custodial fee and expense obligations being incurred by the Master
Series, and distribution, transfer agency and shareholder servicing fee
obligations being incurred by the Successor Funds. No front-end or back-end
loads or other sales charges or transaction fees will be imposed on shareholders
of the Successor Funds. Although some itemized fund expenses will change, the
maximum total operating expenses payable by each Successor Fund, after fee
waivers and expense reimbursements, will not exceed the maximum total operating
expenses currently payable by the corresponding CRM Fund, after waivers and
reimbursements.
It is contemplated that one or more additional funds would
become feeders to the Master Series, resulting in higher asset levels for those
Master Series. This could lead to economies of scale and potential reductions in
fund expenses.
FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION
It is anticipated that the Reorganization contemplated under
the Plan will be tax-free for federal tax purposes for the CRM Funds and their
respective shareholders. It is a condition of the Plan that the CRM Funds
receive an opinion of qualified counsel, substantially to the effect that for
federal income tax purposes: (i) no gain or loss will be recognized to a CRM
Fund upon the transfer of its assets in exchange solely for a Successor Fund's
shares and the assumption by the Successor Fund of the corresponding CRM Fund's
stated liabilities; (ii) no gain or loss will be recognized by a Master Series
on its receipt of the Successor Fund's assets in exchange for the Master Series'
shares and the assumption by the Master Series of the Successor Fund's
liabilities; (iii) the basis of a CRM Fund's assets in a Master Series' hands
will be the same as the basis of those assets in the CRM Fund's hands
immediately before the conversion; (iv) a Master Series' holding period for the
assets transferred indirectly by a CRM Fund will include the holding period of
those assets in the CRM Fund's hands immediately before the conversion; (v) no
gain or loss will be recognized to a CRM Fund on the distribution of a Successor
Fund's shares to the CRM Fund's shareholder in exchange for their CRM Fund
shares; (vi) no gain or loss will be recognized to the CRM Fund's shareholder as
a result of the CRM Fund's distribution of Successor Fund shares to the CRM
Fund's shareholder in exchange for their shares of the CRM Fund; (vii) the basis
of the Successor Fund shares received by a CRM Fund shareholder will be the same
as the adjusted basis of that shareholder's CRM Fund shares surrendered in
exchange therefor; and (viii) the holding period of the Successor Fund shares
received by a CRM Fund's shareholder will include the holding period of the
shares of the CRM Fund exchanged therefor, provided that said CRM Fund shares
were held as capital assets on the date of the conversion.
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Each of the Successor Funds intends to qualify for treatment
as a regulated investment company under Subchapter M of the Internal Revenue
Code of 1986, as amended. In each taxable year the Successor Funds so qualify,
they will be relieved of federal income tax on that part of their investment
company taxable income that is distributed to their shareholders. Each Master
Series intends to be treated as a partnership for tax purposes and does not
expect to be required to pay any federal income or excise taxes. Of course,
distributions from a Successor Fund will be taxable to the Successor Fund
shareholder as ordinary income or capital gain, as the case may be. If you hold
shares of a Successor Fund in a tax-deferred retirement plan, distributions from
the Successor Fund will not be subject to income tax unless you take withdrawals
from your retirement plan account.
THE SUCCESSOR FUNDS' INVESTMENT OBJECTIVES, STRATEGIES AND FUNDAMENTAL
LIMITATIONS
Each Successor Fund has an identical investment objective and
substantially similar principal investment strategies and investment risks as
its corresponding CRM Fund. The Board of Trustees of the Successor Funds has
approved fundamental investment limitations applicable to each Successor Fund
that are similar, although not identical, to the fundamental limitations of the
corresponding CRM Fund. As a result, your fund's fundamental limitations would
be restated or changed so that they conform to those of the other mutual funds
participating in the Reorganization. CRM and WTC believe that it would be
beneficial to have uniform investment policies for similarly managed funds in
the new consolidated fund family. A detailed comparison of the fundamental
investment limitations of the CRM Funds and the Successor Funds is set forth as
EXHIBIT C. The amended limitations apply not only to a Successor Fund, but also
to its corresponding Master Series.
In most cases, the changes to your fund's fundamental
investment limitations will have no effect on its investment operations.
However, one significant change has been made in order to permit the Successor
Funds to operate as feeder funds in a master/feeder arrangement. Because certain
investment limitations would prohibit your fund from investing all of its assets
directly in another mutual fund such as the Master Series, the fundamental
limitations of the Successor Funds include the following exception:
"THE INVESTMENT LIMITATIONS DESCRIBED ABOVE DO NOT PROHIBIT A
FUND FROM INVESTING ALL OR SUBSTANTIALLY ALL OF ITS ASSETS IN
THE SHARES OF ANOTHER REGISTERED OPEN-END INVESTMENT COMPANY
SUCH AS THE CORRESPONDING SERIES OF WT INVESTMENT TRUST I."
By approving the Plan applicable to your CRM Fund, you would be authorizing
amendments to the fundamental investment restrictions as described above.
RISKS OF THE MASTER/FEEDER STRUCTURE
There are certain potential risks to the Successor Funds after
the Reorganization related to their investment of their respective assets
entirely in the Master Series. For example, large-scale redemptions by other
feeder funds of their shares of a Master Series could have adverse effects on a
Successor Fund, such as requiring the liquidation of a significant portion of
the Master Series' holdings at a time when it could be disadvantageous to do so.
Moreover, the absence of substantial industry experience with the master/feeder
structure could result in accounting or other operational difficulties. Other
shareholders of a Master Series may have a greater ownership interest in a
Master Series than a Successor Fund's interest and, therefore, could have
effective voting control over the operation of the Master Series. Additionally,
there is a risk that the lower annual operating expenses which are anticipated
under the master/feeder structure will not be realized.
In the event a Successor Fund is required to redeem all of its
shares of a Master Series for any reason (for instance, because its shareholders
did not approve changes in the Successor Fund's investment policies parallel to
changes approved for the Master Series by a majority of its shareholders), the
Successor Fund's Board of Trustees would attempt to find an appropriate
substitute investment vehicle in which to invest that particular Fund's
<PAGE>
7
assets. The Board's inability to find a suitable substitute investment vehicle
or investment manager could have a significant effect on your fund.
A Successor Fund may cease investing in a Master Series only
if the Board of Trustees were to determine that such action is in the best
interests of the Successor Fund and its shareholders. In that event, the Board
of Trustees would consider alternative arrangements, including investing all of
that Successor Fund's assets in another investment company with substantially
the same investment objective, policies and restrictions as the Successor Fund
or hiring an investment adviser to manage the Fund's assets directly.
INVESTMENT ADVISER
After the Reorganization, the Successor Funds will not
directly engage investment advisers to manage their assets because the assets
will be invested entirely in the Master Series. Instead, the Master Series will
employ the CRM Funds' current investment adviser, CRM, to manage the investment
of the Master Series' assets. By voting in favor of the Plan, shareholders of a
CRM Fund, would be authorizing the Board of Trustees of the CRM Fund, on behalf
of shareholders of the Successor Fund, to vote Successor Fund shares acquired in
the Reorganization, in favor of approval of the Master Series' investment
advisory agreement with CRM. Information about CRM is presented below.
CRM, a value manager, is located at 707 Westchester Avenue,
White Plains, New York, 10604. CRM and its predecessors have managed equity
investments for more than 25 years and currently have approximately
$____________ in assets under management. Ronald H. McGlynn is the chief
executive officer of CRM. The names and principal occupations of CRM's board
members as of September 1, 1999 were as follows.
NAME OCCUPATION
Gerald B. Cramer Chairman of CRM
Edward J. Rosenthal Vice Chairman
Ronald H. McGlynn Chief Executive Officer and President of CRM
Ted T. Cecala Chief Executive Officer and Chairman of the Board of
Wilmington Trust Company
INVESTMENT ADVISORY AGREEMENT
A form of the Master Series' proposed investment advisory
agreement with CRM (the "New Agreement") is attached hereto as EXHIBIT B. Other
than the effective date and periods of the agreement and the adviser's
compensation, the terms and conditions of the New Agreement are not materially
different from the terms of the CRM Funds' advisory agreement.
The CRM Funds' existing investment advisory agreement with CRM
is dated January 1, 1998 and was approved by a vote of the Board of Trustees at
a meeting held for this purpose on _____________. The New Agreement was approved
by the Board of Trustees of the Master Series at a meeting held for this purpose
on May 13, 1999.
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CRM would continuously review, supervise and administer the
Master Series' investment programs and make and implement all investment
decisions for the Master Series, subject to the supervision of the Board of
Trustees. CRM would provide the Master Series with office facilities, equipment
and personnel necessary for servicing the investments of the Master Series. CRM
also bears the cost of fees, salaries and other remuneration of the Master
Series' Trustees, officers and employees who are officers or employees of CRM.
The Master Series is responsible for all other costs and expenses, such as, but
not limited to, brokerage fees and commissions in connection with the purchase
and sale of securities and administration, legal, auditing, custodian and
transfer agency fees. The New Agreement provides that CRM shall not be liable
for any error of judgement or mistake of law or for any loss suffered by a
Master Series in connection with the provision of advisory services except to
the extent of a loss resulting from CRM's willful misfeasance, bad faith , gross
negligence or reckless disregard of its obligations or duties under the
agreement.
ADVISERS' COMPENSATION: According to the New Agreement, CRM is
entitled to receive an advisory fee from each Master Series, which fee shall be
payable monthly as soon as practicable after the last day of each month and
based upon the average daily net assets of the Master Series. THE ADVISORY FEES
PAYABLE BY THE MASTER SERIES UNDER THE NEW AGREEMENT WOULD BE EQUAL TO OR LESS
THAN THE ADVISORY FEES CURRENTLY PAYABLE UNDER THE CRM FUNDS' EXISTING
AGREEMENT. For each Master Series, fee schedules have been changed to include
break points so that advisory fee rates would decline if a Master Series' assets
increase beyond certain levels. The CRM Funds' current advisory fees and the
fees that would be payable by the Master Series to CRM are set forth below.
Under the existing investment advisory agreement, each CRM
Fund pays CRM an annual fee in the amount of 0.75% of the Fund's average daily
net assets. The New Agreement provides that, with respect to the Large Cap Value
Series, CRM shall receive annual advisory fees in the amount of 0.55% of the
Series' first $1 billion of average daily net assets; 0.50% of the Series' next
$1 billion of average daily net assets; and 0.45% of the Series' average daily
net assets in excess of $2 billion. With respect to Small Cap Value Series and
Mid Cap Value Series, CRM shall receive an annual advisory fee in the amount of
0.75% of the Series' first $1 billion of average daily net assets; 0.70% of the
Series' next $1 billion of average daily net assets; and 0.65% of the Series'
daily net assets in excess of $2 billion.
Just as with the CRM Funds' existing advisory agreement, the
New Agreement grants CRM the authority to select brokers and dealers to execute
portfolio transactions, to select the markets on which transactions will be
executed and to place orders with such brokers or dealers in conformity with the
Master Series' transaction policies set forth in the Successor Fund's
registration statement. In placing orders with brokers or dealers, CRM will
attempt to obtain the best net price and the most favorable execution of its
orders, and to this end, may aggregate orders with other clients of CRM. CRM may
purchase and sell securities to and from brokers who provide brokerage and
research services which benefit the Master Series, CRM or CRM's other clients,
and CRM may pay to such brokers a higher commission than may be charged by other
brokers subject to CRM determining in good faith that such commission is
reasonable. CRM also may use brokers who are affiliated with the CRM.
SERVICE PROVIDERS
At the Closing Date, the service providers listed below would
be engaged to perform non-advisory services for your fund.
Distributor: Provident Distributors, Inc.
Administrator: PFPC Inc.
Accounting Agent: PFPC Inc.
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9
Independent Auditors: Ernst & Young LLP
Legal Counsel: Pepper Hamilton LLP
Custodian: Wilmington Trust Company
Sub-Custodian: PFPC Trust Company
Transfer Agent: PFPC Inc.
ACCOUNTING TREATMENT OF THE REORGANIZATION
The Successor Funds will become the accounting successors of
their corresponding CRM Funds as of the Closing Date, which means that the
financial statements and performance history of the CRM Funds will become those
of their corresponding Successor Funds as though such financial statements and
performance history were the Successor Funds' own.
TRUSTEES OF THE SUCCESSOR FUNDS
The current Trustees and officers of WT Mutual Fund are set
forth below. Mr. Quindlen was appointed to WT Mutual Fund's Board at a meeting
held on August 12, 1999, to replace Lawrence B. Thomas, whose resignation was
accepted on that date. In October 1999, shareholders of WT Mutual Fund will vote
on the election of Mr. Quindlen and four other nominees to the Fund's Board of
Trustees. Therefore, it is anticipated that as of the Closing Date, the Board of
Trustees of WT Mutual Fund will consist of the following 8 individuals, six of
whom shall be independent Trustees: Eric Brucker, John J. Quindlen, Louis Klein
Jr., Clement C. Moore, II, William P. Richards, Robert H. Arnold, Nicholas A.
Giordano and Robert J. Christian.
The following persons currently serve as Trustees and executive officers of WT
Mutual Fund:
<TABLE>
<CAPTION>
PRINCIPAL SHARES OWNED
OCCUPATION BENEFICIALLY
POSITION OR AUGUST 24 ,
NAME AND AGE POSITION SINCE EMPLOYMENT 1999
------------ -------- ----- ---------- ------------
<S> <C> <C> <C>
Robert H. Arnold Trustee 1997 Since 1989, Co-Manager of
55 years old R.H. Arnold & Co., Inc.,
an investment banking
company
</TABLE>
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10
<TABLE>
<CAPTION>
<S> <C> <C> <C>
John J. Quindlen Trustee 1999 Retired Senior Vice
67 years old President-Finance of E.I.
du Pont de Nemours and
Company, Inc. (diversified
chemicals) from 1984 to
November 1993. Chief
Financial Officer of E.I.
du Pont de Nemours and
Company, Inc. from 1984 to
June 1993. Presently, a
director of St. Joe Paper
Co., Trustee of Kalmar
Pooled Investment Trust
and Trustee of the funds
in the Rodney Square group.
Nicholas A. Giordano Trustee 1998 Financial Services
56 years old consultant, 1997-present;
President of LaSalle
University from July 1, 1998
to June 30, 1999; President
and Chief Executive Officer
of the Philadelphia Stock
Exchange from 1981 through
August 1997.
*Robert J. Christian Trustee and 1998 Chief Investment Officer
50 years old President of Wilmington Trust Company
and Director of Rodney Square
Management Corporation since
February 1996. Chairman and
Director of PNC Equity
Advisors Company and
President and Chief
Investment Officer of PNC
Asset Management Group, Inc.
from 1994-1996; Chief
Investment Officer of PNC
Bank from 1992-1996.
*Eric K. Cheung Vice President 1998 Since 1991, Division Manager
43 years old for all fixed income products
at Wilmington Trust Company.
</TABLE>
<PAGE>
11
<TABLE>
<CAPTION>
<S> <C> <C> <C>
*Pat Colletti Treasurer 1999 Vice President and
41 years old Director of Investment
Accounting and
Administration of PFPC
Inc. since April 1999.
Controller of the Reserve
Funds from 1986 -1999.
*Gary M. Gardner Secretary 1999 Senior Vice President of
48 years old PFPC Inc. since January
1994.
<FN>
* Interested Person of the Fund as defined in Section 2(a)(19) of the 1940 Act.
</FN>
</TABLE>
Prior to the Reorganization, shareholders of WT Mutual Fund
will vote on the election of the following persons to the Fund's Board of
Trustees:
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY
NAME AND AGE PRINCIPAL OCCUPATION FOR PAST 5 YEARS AUGUST 24, 1999
------------ ------------------------------------- ---------------
<S> <C>
Eric Brucker Dean of the College of Business, Public Policy and
58 years old Health at the University of Maine since September
1998. Dean of the School of Management at the
University of Michigan from June 1992 to September
1998. Professor of Economics, Trenton State College
from September 1989 to June 1992. Vice President
for Academic Affairs, Trenton State College from
September 1989 to June 1991. Dean of College of
Business and Economics and Chairman of various
committees at the University of Delaware from 1976
to September 1989. Trustee of the funds in the
Rodney Square group.
John J. Quindlen See description above
67 years old
Louis Klein Jr. Self employed financial consultant from 1991 to the
63 years old present. Has held the positions of Trustee, Manville
Personal Injury Settlement Trust; Director, Riverwood
International Corporation; and Director, Manville
Corporation since 1991. Trustee of The CRM Funds.
Clement C. Moore, II Managing Partner, Mariemont Holdings, LLC, a commercial
55 years old real estate holding and development company from 1980
to present. Trustee of The CRM Funds.
William P. Richards* Managing Director - Client Service and Portfolio
Communication, Roxbury Capital Management since 1998.
Formerly Senior Vice President and Partner, Van
Deventer & Hoch, an investment management firm.
<FN>
* Interested person of the Fund as defined in Section 2(a)(19) of the 1940 Act.
</FN>
</TABLE>
<PAGE>
12
The following chart provides certain information for the
fiscal year ended June 30, 1999 about the fees paid by WT Mutual Fund and WT
Trust to their Trustees:
<TABLE>
<CAPTION>
COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
--- --- --- --- ---
TOTAL
PENSION OR COMPENSATION
RETIREMENT FROM REGISTRANT
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL AND FUND
NAME OF COMPENSATION AS PART OF FUND BENEFITS UPON COMPLEX PAID TO
PERSON & POSITION FROM REGISTRANT EXPENSES RETIREMENT TRUSTEE
----------------- --------------- ---------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Robert H. Arnold $____ 0 0 $____
Trustee
Lawrence B. Thomas $____ 0 0 $____
Trustee (until 8/99)
Nicholas A. Giordano $____ 0 0 $____
Robert J. Christian 0 0 0 0
</TABLE>
FORM OF ORGANIZATION
Federal securities laws largely govern the way that mutual
funds operate, but they do not cover every aspect of a fund's existence and
operation. State law and each fund's governing documents fill in most of the
gaps and can create additional operational rules and restriction that funds must
follow. Both WT Mutual Fund and WT Trust, the surviving entities in the
Reorganization, are business trusts established under the Delaware Business
Trust Act. The CRM Funds also are business trusts formed under the Delaware
statute. The CRM Funds and WT Mutual Fund and WT Trust are governed by trust
agreements with substantially similar terms.
VOTING RIGHTS
Whenever a Successor Fund, as a shareholder of a Master
Series, is requested to vote on any matters submitted to the shareholders of the
Master Series, the Successor Fund will hold a meeting of its shareholders to
consider such matters. The Successor Fund will cast its votes in proportion to
the votes received from its own shareholders. Shares for which the Successor
Fund receives no voting instructions will be treated as having been voted in the
same proportion as the votes received from the other Successor Fund
shareholders.
RECOMMENDATIONS OF THE CRM FUNDS' BOARD OF TRUSTEES
The Board of Trustees of the CRM Funds has carefully
considered the effects of the Reorganization. At a meeting held on May 13, 1999,
the Board approved the Plan for each CRM Fund and determined to seek shareholder
approval of the Reorganization.
The Board considered the following factors in approving the
Plan. First, it evaluated the objectives of the Reorganization, as previously
described herein, and determined that the objectives were consistent with the
interests of the CRM Funds' shareholders. The Trustees concluded that
implementing the Reorganization and the master/feeder structure would provide an
opportunity to attract additional assets to the funds from investors who may not
have otherwise invested in the CRM Funds. The Trustees considered that any
significant increase in
<PAGE>
13
assets of the Master Series could provide potential benefits to the existing CRM
Funds' shareholders through lower operating expenses.
The Board also considered that the Reorganization is an
integral part of a broader initiative by CRM and WTC to combine their respective
mutual fund groups to form a comprehensive fund family with a wide variety of
investment styles and a more efficient distribution system. Other factors
considered by the Board include the following: (1) the similarity of the
investment objectives and principal investment strategies between the CRM Funds
and the Successor Funds; (2) that maximum total operating expenses for the
Successor Funds, after fee waivers and expense reimbursements, would not exceed
the current maximum total operating expenses of the CRM Funds after waivers and
reimbursements; and (3) the anticipated tax-free nature of the exchanges
contemplated by the Reorganization.
Based upon the Board's evaluation of the above factors and in
light of its fiduciary duties under federal and state law, the Board of
Trustees, including a majority of the Trustees who are not "interested persons"
of the CRM Funds, as defined in the 1940 Act, determined that the proposed
Reorganization is in the best interests of the CRM Funds and their shareholders.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH CRM FUND
VOTE FOR APPROVAL OF THE PLAN. IF THE PLAN IS NOT ADOPTED FOR A FUND, THAT FUND
WILL CONTINUE TO OPERATE IN THE SAME MANNER AS PRIOR TO THE PROPOSED
REORGANIZATION.
OTHER BUSINESS
The Meetings of the CRM Fund shareholders are special
meetings, and will generally consider only those matters set forth in the Notice
of the Meetings. The Board of Trustees knows of no other matters to be brought
before the Meetings. However, if other matters properly come before the
Meetings, it is the intention of the Board of Trustees that the proxies that do
not contain specific instructions to the contrary will be voted, to the extent
permitted by applicable law, on such matters in accordance with the judgment of
the persons designated therein as proxies.
PRINCIPAL SHAREHOLDERS
As of the Record Date, substantial (i.e., 5% or more) record
or beneficial ownership of the issued and outstanding shares of each of the CRM
Funds was as follows:
[ TO BE INSERTED]
As of the Record Date, the Trustees and officers of the CRM
Funds owned, in the aggregate, less than 1% of each CRM Fund's outstanding
shares.
ADDITIONAL INFORMATION
The CRM Funds' distributer is Provident Distributors, Inc.,
located at Four Falls Corporate Center, West Conshohocken, PA 19428. The CRM
Fund's administrator is PFPC Inc., located at 400 Bellevue Parkway, Wilmington,
Delaware 19809.
SHAREHOLDER PROPOSALS
The CRM Funds do not hold annual meetings. Accordingly, no
anticipated date of the next shareholder meeting can be provided at this time.
Shareholders wishing to submit proposals for inclusion in a proxy statement for
a subsequent shareholder meeting should send their written request or proposal
to the secretary of CRM Funds.
<PAGE>
1
EXHIBIT A
FORM OF
AGREEMENT AND
PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"),
is made as of September __, 1999, by and between The CRM Funds, a Delaware
business trust ("CRM Funds"), on behalf of its series of shares, the [CRM ____
Cap Value Fund] (the "___ Fund), WT Investment Trust I, a Delaware business
trust ("WT Trust"), on behalf of its series of shares, ____ Series (the "WT
Master Series") and WT Mutual Fund, a Delaware business trust, on behalf of its
series of shares, the CRM ____ Fund (the "WT Feeder Portfolio").
WHEREAS, CRM Funds is a business trust organized under
Delaware law and a Declaration of Trust dated April 20, 1995; CRM Funds is an
open-end, management investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act"); CRM Funds has authorized capital
consisting of unlimited shares of beneficial interest, with no par value, of
which it has allocated an unlimited number of shares to the _____ Fund; the
_____ Fund is a duly organized and a validly existing series of CRM Funds; and
WHEREAS, WT Trust is a business trust organized under Delaware
law and an Agreement and Declaration of Trust dated January 23, 1997; WT Trust
is an open-end, management investment company registered under the 1940 Act; WT
Trust has authorized capital consisting of unlimited shares of beneficial
interest, par value $.01 per share, of which it has allocated an unlimited
number of shares to the WT Master Series; and the WT Master Series is duly
organized and a validly existing series of WT Trust;
WHEREAS, WT Mutual Fund is a business trust organized under
Delaware law and an Agreement and Declaration of Trust dated July 19, 1994; WT
Mutual Fund is an open-end, management investment company registered under the
1940 Act; WT Mutual Fund has authorized capital consisting of unlimited shares
of beneficial interest, par value $.01 per share, of which it has allocated an
unlimited number of shares to the Investor and Institutional share classes of
the WT Feeder Portfolio; and the WT Feeder Portfolio is duly organized and a
validly existing series of WT Mutual Fund; and
WHEREAS, WT Trust and WT Mutual Fund together operate in a
master/feeder fund arrangement whereby each series of WT Mutual Fund is a feeder
fund investing substantially all of its assets in a corresponding series of WT
Trust,
NOW, THEREFORE, in consideration of the mutual premises and of
the covenants and agreements hereinafter set forth, the parties hereto agree at
the Effective Time (as defined in Section 10 of this Agreement) to effect (i)
the transfer of all the assets of the _____ Fund to the WT Feeder Portfolio
solely in exchange for (a) the assumption by the WT Feeder Portfolio of all or
substantially all of the liabilities of the _____ Fund and (b) Investor and
Institutional shares of equal value of the WT Feeder Portfolio, (ii) the
distribution of such shares of WT Feeder Portfolio to the holders of shares of
the _____ Fund in liquidation of the _____ Fund and (iii) the transfer by the WT
Feeder Portfolio of the assets and liabilities referenced in clause (i) above to
WT Master Series solely in exchange for shares of beneficial interest of WT
Master Series on the terms and conditions hereinafter set forth. For
convenience, the shares of WT Feeder Portfolio that are given in exchange for
the assets of the _____ Fund are referred to hereinafter as the "WT Feeder
Shares," and the shares of WT Master Series that are given to WT Feeder
Portfolios in exchange for assets and liabilities are referred to hereinafter as
the WT Master Shares. The parties hereto covenant and agree as follows:
<PAGE>
2
1. TRANSFER OF ASSETS AND LIABILITIES BY _____ FUND
(a) At the Effective Time, the _____ Fund will assign, deliver and otherwise
transfer all of its assets and good and marketable title thereto, free and clear
of all liens, encumbrances and adverse claims except as provided in this
Agreement, and assign all or substantially all of its liabilities as are set
forth in a statement of assets and liabilities, to be prepared as of the
Effective Time (the "Statement of Assets and Liabilities") to the WT Feeder
Portfolio, and the WT Feeder Portfolio shall acquire all such assets, and shall
assume all such liabilities of the _____ Fund, in exchange for delivery to the
_____ Fund of a number of Investor and Institutional shares of WT Feeder
Portfolio (both full and fractional) equivalent in number and value to the
Investor and Institutional shares of _____ Fund outstanding immediately prior to
the Effective Time. The assets and stated liabilities of the _____ Fund, to be
transferred shall be set forth in the Statement of Assets and Liabilities
attached hereto as Exhibit A.
(b) The assets of the _____ Fund to be transferred pursuant to this Section 1
shall include, without limitation, all cash, cash equivalents, securities,
receivables (including interest and dividends receivable) as set forth in the
Statement of Assets and Liabilities, as well as any claims or rights of action
or rights to register shares under applicable securities laws, any books or
records of the _____ Fund and other property owned by the _____ Fund at the
Effective Time.
2. TRANSFER OF ASSETS AND LIABILITIES TO MASTER FUND.
Immediately upon the transfer of assets pursuant to Section 1 of this
Agreement, WT Feeder Portfolio will assign, deliver and otherwise transfer all
of its assets and good and marketable title thereto, free and clear of all
liens, encumbrances and adverse claims except as provided in this Agreement, and
assign all or substantially all of its liabilities to the WT Master Series, and
the WT Master Series shall acquire all such assets, and shall assume all such
liabilities of the WT Feeder Portfolio, in exchange for delivery to the WT
Feeder Portfolio of a number of WT Master Shares (both full and fractional)
equivalent in value to the WT Feeder Shares outstanding immediately prior to
such transfer.
(a) The assets of the WT Feeder Portfolio to be transferred pursuant to this
Section 2 shall include, without limitation, all cash, cash equivalents,
securities, receivables (including interest and dividends receivable), as well
as any claims or rights of action or rights to register shares under applicable
securities laws.
(b) Approval of this Agreement by the shareholders of the _____
Fund shall be deemed to authorize and direct the Board of Trustees of CRM Funds
to execute a form of shareholder consent approving the Investment Advisory
Agreement between the WT Master Series and Cramer Rosenthal McGlynn, LLC and the
selection of the firm of Ernst & Young LLP to serve as the independent auditors
for WT Feeder Portfolio and WT Master Series for the fiscal year ending June 30,
2000.
3. LIQUIDATION OF THE _____ FUND.
Promptly after the Effective Time, the _____ Fund will liquidate, and the
Investor and Institutional WT Feeder Shares (both full and fractional) which
were acquired by the _____ Fund pursuant to Section 1 of this Agreement will be
distributed to the shareholders of record of the _____ Fund as of the Effective
Time in exchange for their respective _____ Fund shares and in complete
liquidation of the _____ Fund. Each shareholder of the _____ Fund will receive a
number of WT Feeder Shares equal in number and value to the _____ Fund shares
held by that shareholder, and each _____ Fund share and WT Feeder Share will be
of equivalent net asset value per share. Such liquidation and distribution will
be accompanied by the establishment of an open account on the share records of
the WT Feeder Portfolio in the name of each shareholder of record of the _____
Fund and representing the respective number of WT Feeder Shares due such
shareholder. As soon as practicable after the Effective Time, CRM Funds shall
take all steps as shall be necessary and proper to effect a complete termination
of the _____ Fund pursuant to the laws of ______________. After the Effective
Time, the _____ Fund shall not conduct any business except in connection with
its liquidation.
<PAGE>
3
4. REPRESENTATIONS AND WARRANTIES OF WT MASTER SERIES.
WT Trust represents and warrants to the _____ Fund and the WT Feeder
Portfolio as follows:
(a) ORGANIZATION, EXISTENCE, ETC. WT Trust is a business trust duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has the power to carry on its business as it is now being conducted.
(b)
REGISTRATION AS INVESTMENT COMPANY. WT Trust has filed registration and other
forms to be registered under the 1940 Act as an open-end management investment
company; as of the Effective Time such registration shall be in effect and shall
not have been revoked or rescinded.
(c) FINANCIAL STATEMENTS. The audited financial statements of WT Trust, dated as
of June 30, 1999, which will be delivered to the _____ Fund and WT Feeder
Portfolio, fairly present the financial position of the WT Trust as of the date
thereof, and since June 30, 1999, there has not been any material adverse change
in the WT Master Series' financial condition, assets, liabilities or business
other than changes occurring in the ordinary course of its business.
(d) SHARES TO BE ISSUED UPON REORGANIZATION. The WT Master Shares to be issued
in connection with the Reorganization have been duly authorized and upon
consummation of the Reorganization as contemplated herein will be validly
issued, fully paid and nonassessable and exempt from registration or
qualification under the Securities Act of 1933 and the securities laws of each
state or other jurisdiction in which such shares have been or are being offered
for sale.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. WT Trust, on behalf of the WT Master
Series, has the power to enter into this Agreement and to carry out its
obligations hereunder. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby, have
been duly authorized by WT Trust's Board of Trustees, and no other proceedings
by the WT Trust are necessary to authorize its officers to effectuate this
Agreement and the transactions contemplated hereby. The WT Master Series is not
a party to or obligated under any charter, by-law, indenture or contract
provision or any other commitment or obligation, or subject to any order or
decree, which would be violated by its executing and carrying out this
Agreement.
(f) LIABILITIES. There are no liabilities of the WT Master Series, whether or
not determined or determinable, other than liabilities previously disclosed to
the _____ Fund and WT Feeder Portfolio, none of which will be materially adverse
to the business, assets or results of operations of the WT Master Series. The WT
Trust's Registration Statement does not contain any untrue statement of a
material fact required to be stated therein or make the statements therein not
misleading.
(g) LITIGATION. Except as previously disclosed to the _____ Fund and WT Feeder
Portfolio, there are no claims, actions, suits or proceedings pending or, to the
actual knowledge of the WT Trust, threatened which would materially adversely
affect the WT Master Series or its assets or business or which would prevent or
hinder in any material respect consummation of the transactions contemplated
hereby.
(h) CONTRACTS. Except for contracts and agreements disclosed to the _____ Fund
and WT Feeder Portfolio, under which no default exists, and the agreements
pertaining to the conduct of the business of the WT Master Series identified in
Schedule 4(h), attached hereto, which are to be approved in connection with this
Reorganization, the WT Master Series is not a party to or subject to any
material contract, debt instrument, plan, lease, franchise, license or permit of
any kind or nature whatsoever.
<PAGE>
4
(i) TAXES. As of the Effective Time, all Federal and other tax returns and
reports of the WT Master Series required by law to have been filed shall have
been filed, and all other taxes shall have been paid so far as due, or provision
shall have been made for the payment thereof, and to the best of the WT Trust's
knowledge, no such return is currently under audit and no assessment has been
asserted with respect to any of such returns.
5. REPRESENTATIONS AND WARRANTIES OF WT FEEDER PORTFOLIO.
WT Mutual Fund represents and warrants to the _____ Fund and WT Master Series
as follows:
(a) ORGANIZATION, EXISTENCE, ETC. WT Mutual Fund is a business trust duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has the power to carry on its business as it is now being
conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. WT Mutual Fund has filed registration
and other forms to be registered under the 1940 Act as an open-end management
investment company; as of the Effective Time such registration shall be in
effect and shall not have been revoked or rescinded.
(c) FINANCIAL STATEMENTS. The audited financial statements of WT Mutual Fund,
dated as of June 30, 1999, which will be delivered to the _____ Fund and WT
Master Series, fairly present the financial position of WT Mutual Fund as of the
date thereof and since June 30, 1999, there has not been any material adverse
change in WT Mutual Fund's financial condition, assets, liabilities or business
other than changes occurring in the ordinary course of its business.
(d) SHARES TO BE ISSUED UPON REORGANIZATION. The WT Feeder Shares to be issued
in connection with the Reorganization have been duly authorized and upon
consummation of the Reorganization as contemplated herein will be validly
issued, fully paid and nonassessable. The WT Feeder Shares that will be
distributed to the _____ Fund shareholders pursuant to Section 3 shall be duly
registered under the Securities Act of 1933 and will be duly registered,
qualified or are exempt from registration or qualification under the securities
laws of each state or other jurisdiction in which such shares have been or are
being offered for sale.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. WT Mutual Fund, on behalf of the WT
Feeder Portfolio, has the power to enter into this Agreement and to carry out
its obligations hereunder. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby, have
been duly authorized by WT Mutual Fund's Board of Trustees, and no other
proceedings by WT Mutual Fund are necessary to authorize its officers to
effectuate this Agreement and the transactions contemplated hereby. The WT
Feeder Portfolio is not a party to or obligated under any charter, by-law,
indenture or contract provision or any other commitment or obligation, or
subject to any order or decree, which would be violated by its executing and
carrying out this Agreement.
(f) LIABILITIES. There are no liabilities of the WT Feeder Portfolio, whether or
not determined or determinable, other than liabilities previously disclosed to
the _____ Fund and WT Master Series, none of which will be materially adverse to
the business, assets or results of operations of the WT Feeder Portfolio. WT
Mutual Fund's Registration Statement does not contain any untrue statement of a
material fact required to be stated therein or make the statements therein not
misleading.
(g) LITIGATION. Except as previously disclosed to the _____ Fund and WT Master
Series, there are no claims, actions, suits or proceedings pending or, to the
actual knowledge of WT Mutual Fund, threatened which would materially adversely
affect the WT Feeder Portfolio or its assets or business or which would prevent
or hinder in any material respect consummation of the transactions contemplated
hereby.
<PAGE>
5
(h) CONTRACTS. Except for contracts and agreements disclosed to the _____ Fund
and WT Master Series, under which no default exists, and the agreements
pertaining to the conduct of the business of the WT Feeder Portfolio identified
in Schedule 5(h) attached hereto, which are to be approved in connection with
this Reorganization, the WT Feeder Portfolio is not a party to or subject to any
material contract, debt instrument, plan, lease, franchise, license or permit of
any kind or nature whatsoever.
(i) TAXES. As of the Effective Time, all Federal and other tax returns and
reports of the WT Feeder Portfolio required by law to have been filed shall have
been filed, and all other taxes shall have been paid so far as due, or provision
shall have been made for the payment thereof, and to the best of WT Mutual
Fund's knowledge, no such return is currently under audit and no assessment has
been asserted with respect to any of such returns.
6. REPRESENTATIONS AND WARRANTIES OF THE _____ FUND.
CRM Funds represents and warrants to the WT Master Series and WT Feeder
Portfolio as follows:
(a) ORGANIZATION, EXISTENCE, ETC. CRM Funds is a business trust duly organized,
validly existing and in good standing under the laws of _______________ and has
the power to carry on its business as it is now being conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. CRM Funds is registered under the 1940
Act as an open end management investment company; and such registration has not
been revoked or rescinded and is in full force and effect.
(c) FINANCIAL STATEMENTS. The audited financial statements of CRM Funds relating
to the _____ Fund for the fiscal year ended June 30, 1999, as delivered to the
WT Master Series and WT Feeder Portfolio, fairly represent the financial
position of the _____ Fund as of the date thereof, and since June 30, 1999,
there has not been any material adverse change in the _____ Fund's financial
condition, assets, liabilities or business other than changes occurring in the
ordinary course of its business.
(d) MARKETABLE TITLE TO ASSETS. The _____ Fund will have at the Effective Time,
good and marketable title to, and full right, power and authority to sell,
assign, transfer and deliver, the assets to be transferred to the WT Feeder
Portfolio. Upon delivery and payment for such assets, the WT Feeder Portfolio
will have good and marketable title thereto without restriction on the transfer
thereof free and clear of all liens, encumbrances and adverse claims.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. CRM Funds, on behalf of the _____
Fund, has the power to enter into this Agreement and to carry out its
obligations hereunder. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby, have
been duly authorized by CRM Funds' Board of Trustees, and other than approval by
the shareholders of the _____ Fund who shall be entitled to vote on such
actions, no other proceedings by CRM Funds are necessary to authorize its
officers to effectuate this Agreement and the transactions contemplated hereby.
The _____ Fund is not a party to or obligated under any charter, by-law,
indenture or contract provision or any other commitment or obligation, or
subject to any order or decree, which would be violated by its executing and
carrying out this Agreement.
(f) LIABILITIES. There are no liabilities of the _____ Fund, whether or not
determined or determinable, other than liabilities disclosed or provided for in
the _____ Fund's financial statements referenced in Section 6(c) hereof, and
liabilities incurred in the ordinary course of business subsequent to June 30,
1999, or otherwise previously disclosed to the WT Master Series and WT Feeder
Portfolio, none of which has been materially adverse to the business, assets or
results of operations of the _____ Fund. CRM Funds' registration statement,
which is on file with the Securities and Exchange Commission, does not contain
any untrue statement of a material fact required to be stated therein or
necessary to make the statements therein not misleading.
<PAGE>
6
(g) LITIGATION. Except as previously disclosed to the WT Master Series and WT
Feeder Portfolio, there are no claims, actions, suits or proceedings pending or,
to the knowledge of CRM Funds, threatened which would materially adversely
affect the _____ Fund or its assets or business or which would prevent or hinder
in any material respect consummation of the transactions contemplated hereby.
(h) CONTRACTS. Except for contracts and agreements disclosed to the WT Master
Series and WT Feeder Portfolio, under which no default exists, the _____ Fund,
at the Effective Time, is not a party to or subject to any material contract,
debt instrument, plan, lease, franchise, license or permit of any kind or nature
whatsoever.
(i) TAXES. As of the Effective Time, all Federal and other tax returns and
reports of the _____ Fund required by law to have been filed shall have been
filed, and all other taxes shall have been paid so far as due, or provision
shall have been made for the payment thereof, and to the best of CRM Funds'
knowledge, no such return is currently under audit and no assessment has been
asserted with respect to any of such returns.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE WT MASTER SERIES AND WT FEEDER
PORTFOLIO.
(a) All representations and warranties of the _____ Fund contained in this
Agreement shall be true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions contemplated by
this Agreement, as of the Effective Time, with the same force and effect as if
made on and as of the Effective Time.
(b) The WT Master Series and WT Feeder Portfolio shall have received an opinion
of qualified counsel, dated as of the Effective Time, addressed to and in form
and substance satisfactory to counsel for the WT Master Series and WT Feeder
Portfolio, to the effect that (i) the _____ Fund is duly organized and validly
existing as a series of CRM Funds under the laws of the State of Delaware; (ii)
CRM Funds is an open-end management investment company registered under the 1940
Act; (iii) this Agreement and the Reorganization provided for herein and the
execution of this Agreement have been duly authorized and approved by all
requisite action of CRM Funds, on behalf of the _____ Fund, and this Agreement
has been duly executed and delivered by CRM Funds on behalf of the _____ Fund
and is a valid and binding obligation of CRM Funds, on behalf of the _____ Fund,
subject to applicable bankruptcy, insolvency, fraudulent conveyance and similar
laws or court decisions regarding enforcement of creditors' rights generally;
(iv) to the best of counsel's knowledge after reasonable inquiry, no consent,
approval, order or other authorization of any Federal or state court or
administrative or regulatory agency is required for CRM Funds to enter into this
Agreement or carry out its terms that has not been obtained other than where the
failure to obtain any such consent, approval, order or authorization would not
have a material adverse effect on the operations of the WT Feeder Portfolio or
WT Master Series.
(c) The _____ Fund shall have delivered to the WT Feeder Portfolio at the
Effective Time the _____ Fund's Statement of Assets and Liabilities, prepared in
accordance with generally accepted accounting principles consistently applied,
together with a certificate of the Treasurer of the _____ Fund as to the
aggregate asset value of the _____ Fund's portfolio securities.
8. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE _____ FUND.
(a) All representations and warranties of the WT Master Series and WT Feeder
Portfolio contained in this Agreement shall be true and correct in all material
respects as of the date hereof and, except as they may be affected by the
transactions contemplated by this Agreement, as of the Effective Time, with the
same force and effect as if made on and as of the Effective Time.
<PAGE>
7
(b) The _____ Fund shall have received an opinion of qualified counsel, dated as
of the Effective Time, addressed to and in form and substance satisfactory to
counsel for the _____ Fund, to the effect that: (i) WT Master Series is duly
organized and a validly existing series of WT Trust and WT Feeder Portfolio is
duly organized and a validly existing series of WT Mutual Fund under the laws of
the State of Delaware; (ii) WT Trust and WT Mutual Fund are each open-end
management investment companies registered under the 1940 Act; (iii) this
Agreement and the Reorganization provided for herein and the execution of this
Agreement have been duly authorized and approved by all requisite action of the
WT Master Series and WT Feeder Portfolio and this Agreement has been duly
executed and delivered by the WT Trust and WT Mutual Fund and is a valid and
binding obligation of the WT Master Series and WT Feeder Portfolio, subject to
applicable bankruptcy, insolvency, fraudulent conveyance and similar laws or
court decisions regarding enforcement of creditors' rights generally; (iv) to
the best of counsel's knowledge, no consent, approval, order or other
authorization of any Federal or state court or administrative or regulatory
agency is required for the WT Master Series or WT Feeder Portfolio to enter into
this Agreement or carry out its terms that has not already been obtained, other
than where the failure to obtain any such consent, approval, order or
authorization would not have a material adverse effect on the operations of the
WT Master Series or WT Feeder Portfolio; and (v) the WT Master Shares and WT
Feeder Shares to be issued in the Reorganization have been duly authorized and
upon issuance thereof in accordance with this Agreement will be validly issued,
fully paid and nonassessable.
(c) WT Feeder Portfolio shall have delivered to the _____ Fund at the Effective
Time, a certificate of its Treasurer as to the value of the aggregate assets of
the WT Feeder Portfolio, if any.
9. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE _____ FUND, WT MASTER
SERIES AND WT FEEDER PORTFOLIO.
The obligations of the _____ Fund, WT Master Series and WT Feeder Portfolio
to effectuate this Agreement shall be subject to the satisfaction of each of the
following conditions:
(a) Such authority from the United States Securities and Exchange Commission
(the "SEC") and state securities commissions as may be necessary, in the opinion
of the parties and their counsel, to permit the parties to carry out the
transactions contemplated by this Agreement shall have been received.
(b) The Registration Statements on Form N-1A of WT Trust and WT Mutual Fund
shall be effective under the Securities Act of 1933, as amended (the "1933
Act"), and, to the best knowledge of each such fund, such effectiveness shall
not be suspended and no investigation or proceeding for that purpose shall have
been instituted or be pending, threatened or contemplated under the 1933 Act.
(c) The _____ Fund, WT Master Series and WT Feeder Portfolio shall have received
on or before the Effective Time an opinion of counsel satisfactory to the _____
Fund, WT Master Series and WT Feeder Portfolio substantially to the effect that
for Federal income tax purposes:
(i) No gain or loss will be recognized to the _____ Fund upon the transfer of
its assets in exchange solely for the WT Feeder Shares and the assumption by the
WT Feeder Portfolio of the corresponding _____ Fund's stated liabilities;
(ii) No gain or loss will be recognized to the WT Master Series on its receipt
of the WT Feeder Fund's assets in exchange for the WT Master Shares and the
assumption by the WT Master Series of the WT Feeder Fund's liabilities;
(iii) The basis of the _____ Fund's assets in the WT Master Series' hands will
be the same as the basis of those assets in the _____ Fund's hands immediately
before the conversion;
<PAGE>
8
(iv) The WT Master Series' holding period for the assets transferred indirectly
by the _____ Fund will include the holding period of those assets in the _____
Fund's hands immediately before the conversion;
(v) No gain or loss will be recognized to the _____ Fund on the distribution of
the WT Feeder Shares to the _____ Fund's shareholders in exchange for their
_____ Fund shares;
(vi) No gain or loss will be recognized to the _____ Fund's shareholders as a
result of the _____ Fund's distribution of WT Feeder Shares to the _____ Fund's
shareholders in exchange for their shares of the _____ Fund's stock;
(vii) The basis of the WT Feeder Shares received by a _____ Fund shareholder
will be the same as the adjusted basis of that shareholder's _____ Fund shares
surrendered in exchange therefor; and
(viii) The holding period of the WT Feeder Shares received by the _____ Fund's
shareholders will include the holding period of the shares of the _____ Fund
exchanged therefor, provided that said _____ Fund shares were held as capital
assets on the date of the conversion.
(d) A vote approving this Agreement and the Reorganization contemplated hereby
shall have been adopted by at least a majority of the outstanding shares of the
_____ Fund entitled to vote at a special meeting of shareholders.
(e) The Boards of WT Trust and WT Mutual Fund, at meetings duly called for such
purpose, shall have authorized the issuance of the WT Master Shares and WT
Feeder Shares, respectively, at the Effective Time in accordance with this
Agreement.
(f) Shareholders shall have authorized CRM Funds Board of Trustees to vote to
approve the Investment Advisory Agreement between the WT Master Series and
Cramer Rosenthal McGlynn, LLC, and the Board of CRM Funds shall have executed a
consent for such purpose.
10. EFFECTIVE TIME OF THE REORGANIZATION.
The exchange of the _____ Fund's assets for WT Feeder Shares and the
subsequent exchange of the WT Feeder Portfolio's assets for WT Master Shares
shall be effective as of the close of business on __________________, 1999, or
at such other time and date as fixed by the mutual consent of the parties (the
"Effective Time").
11. TERMINATION.
This Agreement and the transactions contemplated hereby may be terminated and
abandoned without penalty by resolution of the Board of Trustees of CRM Funds,
WT Trust or WT Mutual Fund at any time prior to the Effective Time, if
circumstances should develop that, in the opinion of such Board, make proceeding
with the Agreement inadvisable.
<PAGE>
9
12. AMENDMENT AND WAIVER.
This Agreement may be amended, modified or supplemented in such manner as may
be mutually agreed upon in writing by the parties; PROVIDED, that no such
amendment may have the effect of changing the provisions for determining the
number or value of WT Feeder Shares to be paid to the _____ Fund's shareholders
under this Agreement to the detriment of the _____ Fund's shareholders without
their further approval. Furthermore, either party may waive any breach by the
other party or the failure to satisfy any of the conditions to its obligations
(such waiver to be in writing and authorized by the President or any Vice
President of the waiving party with or without the approval of such party's
shareholders).
13. GOVERNING LAW.
This Agreement shall be governed and construed in accordance with the laws of
the State of Delaware.
14. NOTICES.
Any notice, report, statement or demand required or permitted by any
provision of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy, certified mail, internet or overnight express courier
addressed as follows:
if to CRM Funds:
c/o Cramer Rosenthal McGlynn, LLC
707 Westchester Avenue
White Plains, NY 10604
Attention: Eugene A. Trainor, III
if to WT Mutual Fund or WT Trust:
c/o Wilmington Trust Company
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Robert J. Christian
with a copy to:
Joseph V. Del Raso, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, PA 19103
15. FEES AND EXPENSES.
(a) The _____ Fund, WT Master Series and WT Feeder Portfolio each represent and
warrant to the other that there are no brokers or finders entitled to receive
any payments in connection with the transactions provided for herein.
(b) Except as otherwise provided for herein, all expenses of the transactions
contemplated by this Agreement shall be incurred by _____ Fund, WT Master Series
and WT Feeder Portfolio. Such expenses
<PAGE>
10
include, without limitation, (i) expenses incurred in connection with the
entering into and the carrying out of the provisions of this Agreement; (ii)
expenses associated with the preparation and filing of the Proxy Statement under
the Securities Exchange Act of 1934, as amended; (iii) fees and expenses of
preparing and filing such forms as are necessary to comply with applicable state
securities laws; (iv) postage; (v) printing; (vi) accounting fees; (vii) legal
fees; and (viii) solicitation costs of the transaction. The WT Feeder Portfolio
shall pay its own federal securities law registration fees and any fees required
under state securities laws.
16. HEADINGS, COUNTERPARTS, ASSIGNMENT.
(a) The article and paragraph headings contained in this Agreement are for
reference purposes only and shall not effect in any way the meaning or
interpretation of this Agreement.
(b) This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original.
(c) This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation other than the parties hereto and their respective
successors and assigns any rights or remedies under or by reason of this
Agreement.
17. ENTIRE AGREEMENT.
Each of WT Master Series, WT Feeder Portfolio and the _____ Fund agree that
no party has made any representation, warranty or covenant not set forth herein
and that this Agreement constitutes the entire agreement between the parties.
The representations, warranties and covenants contained herein or in any
document delivered pursuant hereto or in connection herewith shall survive the
consummation of the transactions contemplated hereunder.
18. FURTHER ASSURANCES.
Each of WT Master Series, WT Feeder Portfolio and the _____ Fund shall take
such further action as may be necessary or desirable and proper to consummate
the transactions contemplated hereby.
19. BINDING NATURE OF AGREEMENT.
As provided in each fund's charter documents, this Agreement was executed by
the undersigned officers of CRM Funds, WT Trust and WT Mutual Fund, on behalf of
each of the _____ Fund, WT Master Series and WT Feeder Portfolio, respectively,
as officers and not individually, and the obligations of this Agreement are not
binding upon the undersigned officers individually, but are binding only upon
the assets and property of each corporation. Moreover, no series of a business
trust shall be liable for the obligations of any other series of that business
trust.
20. INDEMNIFICATION.
(a) Subject to the exceptions and limitations contained in paragraph(b)of this
section:
(i) every person who is a Trustee of CRM Funds on the date of this Agreement
(hereinafter referred to as a "Covered Person") shall be indemnified by the WT
Feeder Portfolio to the fullest extent permitted by law against liability and
all expenses reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or otherwise
by virtue of his having been a Trustee of CRM Funds, including amounts paid or
incurred by him in the settlement thereof, but only to the extent that such
liability, expenses and/or amounts relate to the ______ Fund or the assets and
liabilities transferred to the WT Feeder Portfolio pursuant to this Agreement,
are incurred or arise after the transfer of such assets and liabilities pursuant
to this Agreement, and are not paid to or for the benefit of the Covered Person
pursuant to any policy of insurance or an indemnification obligation of another
series of WT Mutual Fund;
(ii) the words "claim," "action," "suit," or "proceeding" shall apply to all
claims, actions, suits or proceedings (civil, criminal or other, including
appeals), actual or threatened, and the words "liability" and "expenses" shall
include, without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Covered Person:
(i) who shall have been adjudicated by a court or body before which the
proceeding was brought (A) to be liable to CRM Funds or the WT Feeder Portfolio
or its shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office or (B) not to have acted in good faith in the reasonable belief that his
action was in the best interest of CRM Funds; or
(ii) in the event of a settlement, unless there has been a determination that
such Covered Person did not engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office by (A) the court or other body approving the settlement; (B) at least a
majority of those Trustees of WT Mutual Fund who are neither "interested
persons" of the WT Feeder Portfolio within the meaning of the 1940 Act nor
parties to the matter based upon a review of readily available facts (as opposed
to a full trial-type inquiry); or (C) by written opinion of independent legal
counsel based upon a review of readily available facts (as opposed to a full
trial-type inquiry); provided, however, that any shareholder of the WT Feeder
Portfolio may, by appropriate legal proceedings, challenge any such
determination by the Trustees or by independent counsel.
(c) Expenses in connection with the preparation and presentation of a defense to
any claim, action, suit or proceeding of the character described in paragraph
(a) of this section may be paid by the WT Feeder Portfolio from time to time
prior to final disposition thereof upon receipt of an undertaking by or on
behalf of such Covered Person that such amount will be paid over by him to the
WT Feeder Portfolio if it is ultimately determined that he is not entitled to
indemnification under this section; provided, however, that either (i) such
Covered Person shall have provided appropriate security for such undertaking,
(ii) the WT Feeder Portfolio is insured against losses arising out of any such
advance payments or (iii) either a majority of the Trustees of WT Mutual Fund
who are neither "interested persons" of the WT Feeder Portfolio within the
meaning of the 1940 Act nor parties to the matter, or independent legal counsel
in a written opinion, shall have determined, based upon a review of readily
available facts (as opposed to a trial-type inquiry or full investigation), that
there is reason to believe that such Covered Person will be found entitled to
indemnification under this section.
(d) The WT Feeder Portfolio hereby covenants and agrees that in the event that
it is subsequently acquired by merger, acquisition, or the sale of substantially
all of its assets ("Subsequent Merger"), or it reorganizes or changes its
domicile ("Subsequent Redomestication"), it will provide under the terms of such
Subsequent Merger or Subsequent Redomestication that the indemnification
provided for above shall continue in full force and effect. The WT Feeder
Portfolio shall notify each Covered Person of each proposed Subsequent Merger or
Subsequent Redomestication prior to entering into any binding agreement or
arrangements for a Subsequent Merger or Subsequent Redomestication.
<PAGE>
11
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
Attest: The CRM Funds, on behalf of
its series, the CRM ___ Cap Value Fund
- -------------------------- --------------------------------------
Attest: WT Investment Trust I, on behalf of
its series, the WT ___ Series
- -------------------------- --------------------------------------
Attest: WT Mutual Fund, on behalf of
its series, CRM ____ Fund
- -------------------------- --------------------------------------
<PAGE>
1
EXHIBIT B
ADVISORY AGREEMENT
between
WT INVESTMENT TRUST I
and
CRAMER ROSENTHAL MCGLYNN, LLC
AGREEMENT made this day of October, 1999, by and between WT Investment
Trust I, a Delaware business trust (hereinafter called the "Fund"), and Cramer
Rosenthal McGlynn, LLC a limited liability corporation organized under the laws
of the state of ____________ (hereinafter called the "Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company,
and offers for sale distinct series of shares of beneficial interest (the
"Series"), each corresponding to a distinct portfolio; and
WHEREAS, the Fund desires to avail itself of the services, information,
advice, assistance and facilities of an investment adviser on behalf of one or
more Series of the Fund, and to have that investment adviser provide or perform
for the Series various research, statistical and investment services; and
WHEREAS, the Adviser is willing to furnish such services to the Fund
with respect to each of the Series listed on Schedule A to this Agreement on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and the mutual
covenants herein contained, it is agreed between the parties as follows:
1. EMPLOYMENT OF THE ADVISER. The Fund hereby employs the Adviser to
invest and reinvest the assets of the Series in the manner set forth in Section
2 of this Agreement subject to the direction of the Trustees and the officers of
the Fund, for the period, in the manner, and on the terms set forth hereinafter.
The Adviser hereby accepts such employment and agrees during such period to
render the services and to assume the obligations herein set forth. The Adviser
shall for all purposes herein be deemed to be an independent contractor and
shall, except as expressly provided or authorized (whether herein or otherwise),
have no authority to act for or represent the Fund in any way or otherwise be
deemed an agent of the Fund.
2. OBLIGATIONS OF, AND SERVICES TO BE PROVIDED BY, THE ADVISER. The
Adviser undertakes to provide the services hereinafter set forth and to assume
the following obligations:
A. INVESTMENT ADVISORY SERVICES.
(i) The Adviser shall direct the investments of each Series,
subject to and in accordance with the Series' investment objective, policies and
limitations as provided in its Prospectus and Statement of Additional
Information (the "Prospectus") and other governing instruments, as amended from
time to time, and any other directions and policies which the Trustees may issue
to the Adviser from time to time.
(ii) The Adviser is authorized, in its discretion and
without prior consultation with the Fund, to purchase and sell for each Series,
securities and other investments consistent with the Series' objectives and
policies.
B. CORPORATE MANAGEMENT SERVICES.
(i) The Adviser shall furnish for the use of the Series
office space and all office facilities, equipment and personnel necessary for
servicing the investments of the Series.
<PAGE>
2
(ii) The Adviser shall pay the salaries of all personnel of
the Series and the Adviser performing services relating to research, statistical
and investment activities on behalf of the Series.
C. PROVISION OF INFORMATION NECESSARY FOR PREPARATION OF
REGISTRATION STATEMENT, AMENDMENTS AND OTHER MATERIALS. The Adviser will make
available and provide such information as the Fund and/or its administrator may
reasonably request for use in the preparation of its registration statement,
reports and other documents required by any applicable federal, foreign or state
statutes or regulations.
D. CODE OF ETHICS. The Adviser has adopted a written code of
ethics complying with the requirements of Rule 17j-1 under the 1940 Act and
Section 204A of the Investment Advisers Act of 1940 and will provide the Fund
and its administrator, on the date of this Agreement, a copy of the code of
ethics and evidence of its adoption. Within forty-five (45) days of the end of
the last calendar quarter of each year while this Agreement is in effect, an
executive officer of the Adviser shall certify to the Trustees that the Adviser
has complied with the requirements of Rule 17j-1 and Section 204A during the
previous year and that there has been no violation of the Adviser's code of
ethics or, if such a violation has occurred, that appropriate action was taken
in response to such violation. Upon the written request of the Fund or its
administrator, the Adviser shall permit the Fund or its administrator to examine
the reports required to be made to the Adviser by Rule 17j-l(c)(l).
E. DISQUALIFICATION. The Adviser shall immediately notify the
Trustees of the occurrence of any event which would disqualify the Adviser from
serving as an investment adviser of an investment company pursuant to Section 9
of the 1940 Act or any other applicable statute or regulation.
F. OTHER OBLIGATIONS AND SERVICES. The Adviser shall make its
officers and employees available to the Trustees and officers of the Fund for
consultation and discussion regarding the management of each Series and its
investment activities.
3. EXECUTION AND ALLOCATION OF PORTFOLIO BROKERAGE.
A. The Adviser, subject to the control and direction of the
Trustees, shall have authority and discretion to select brokers and dealers to
execute portfolio transactions for each Series, and for the selection of the
markets on or in which the transactions will be executed.
B. In acting pursuant to Section 3A, the Adviser will place orders
through such brokers or dealers in conformity with the portfolio transaction
policies set forth in the Fund's registration statement.
C. It is understood that neither the Fund nor the Adviser will
adopt a formula for allocation of a Series' brokerage.
D. It is understood that the Adviser may, to the extent permitted
by applicable laws and regulations, aggregate securities to be sold or purchased
for any Series and for other clients of the Adviser in order to obtain the most
favorable price and efficient execution. In that event, allocation of the
securities purchased or sold, as well as expenses incurred in the transaction,
will be made by the Adviser in the manner it considers to be the most equitable
and consistent with its fiduciary obligations to the Fund and to its other
clients.
E. It is understood that the Adviser may, in its discretion, use
brokers who provide a Series with research, analysis, advice and similar
services to execute portfolio transactions on behalf of the Series, and the
Adviser may pay to those brokers in return for brokerage and research services a
higher commission than may be charged by other brokers, subject to the Adviser
determining in good faith that such commission is reasonable in terms either of
the particular transaction or of the overall responsibility of the Adviser to
the Series and its other
<PAGE>
3
clients and that the total commissions paid by such Series will be reasonable in
relation to the benefits to the Series over the long term.
F. It is understood that the Adviser may use brokers who (i) are
affiliated with the Adviser provided that no such broker will be utilized in any
transaction in which such broker acts as principal; and (ii) the commissions,
fees or other remuneration received by such brokers is reasonable and fair
compared to the commissions fees or other remuneration paid to other brokers in
connection with comparable transactions involving similar securities being
purchased or sold during a comparable period of time.
G. The Adviser shall provide such reports as the Trustees may
reasonably request with respect to each Series' total brokerage and portfolio
transaction activities and the manner in which that business was allocated.
4. DELEGATION OF ADVISER'S OBLIGATIONS AND SERVICES. With respect to
any or all Series, the Adviser may enter into one or more contracts
("Sub-Advisory Agreement") with a sub-adviser in which the Adviser delegates to
such sub-adviser any or all of its obligations or services specified in Section
2 of this Agreement, provided that each Sub-Advisory Agreement imposes on the
sub-adviser bound thereby all the duties and conditions the Adviser is subject
to under this Agreement, and further provided that each Sub-Advisory Agreement
meets all requirements of the 1940 Act and rules thereunder.
5. EXPENSES OF THE FUND. It is understood that the Fund will pay all
its expenses other than those expressly stated to be payable by the Adviser
hereunder, which expenses payable by the Fund shall include, without limitation:
A. fees payable for administrative services;
B. fees payable for accounting services;
C. the cost of obtaining quotations for calculating the value of
the assets of each Series;
D. interest and taxes;
E. brokerage commissions, dealer spreads and other costs in
connection with the purchase or sale of securities;
F. compensation and expenses of its Trustees other than those who
are "interested persons" of the Fund within the meaning of the
1940 Act;
G. legal and audit expenses;
H. fees and expenses related to the registration and qualification
of the Fund and its shares for distribution under state and
federal securities laws;
I. expenses of typesetting, printing and mailing reports, notices
and proxy material to shareholders of the Fund;
J. all other expenses incidental to holding meetings of the Fund's
shareholders, including proxy solicitations therefor;
K. premiums for fidelity bond and other insurance coverage;
<PAGE>
4
L. the Fund's association membership dues;
M. expenses of typesetting for printing Prospectuses;
N. expenses of printing and distributing Prospectuses to existing
shareholders;
O. out-of-pocket expenses incurred in connection with the
provision of custodial and transfer agency service;
P. service fees payable by each Series for providing personal
services to the shareholders of each Series and for maintaining
shareholder accounts for those shareholders;
Q. distribution fees; and
R. such non-recurring expenses as may arise, including costs
arising from threatened legal actions, suits and proceedings to
which the Fund is a party and the legal obligation which the
Fund may have to indemnify its Trustees and officers with
respect thereto.
6. COMPENSATION OF THE ADVISER. For the services and facilities to be
furnished hereunder, the Adviser shall receive advisory fees calculated at the
annual rates listed along with each Series' name in Schedule B attached hereto.
The aggregate of such advisory fees for all Series shall be payable monthly as
soon as practicable after the last day of each month based on each Series'
average daily net assets.
7. ACTIVITIES AND AFFILIATES OF THE ADVISER.
A. The services of the Adviser to the Fund are not to be deemed
exclusive, and the Adviser is free to render services to others and engage in
other activities; provided, however, that such other services and activities do
not, during the term of this Agreement, interfere, in a material manner, with
the Adviser's ability to meet all of its obligations with respect to rendering
services to the Fund hereunder.
B. The Fund acknowledges that the Adviser or one or more of its
"affiliated persons" may have investment responsibilities or render investment
advice to or perform other investment advisory services for other individuals or
entities and that the Adviser, its "affiliated persons" or any of its or their
directors, officers, agents or employees may buy, sell or trade in securities
for its or their respective accounts ("Affiliated Accounts"). Subject to the
provisions of Section 3 of this Agreement, the Fund agrees that the Adviser or
its "affiliated persons" may give advice or exercise investment responsibility
and take such other action with respect to Affiliated Accounts which may differ
from the advice given or the timing or nature of action with respect to the
Series of the Fund, provided that the Adviser acts in good faith. The Fund
acknowledges that one or more of the Affiliated Accounts may at any time hold,
acquire, increase, decrease, dispose of or otherwise deal with positions in
investments in which one or more Series may have an interest. The Adviser shall
have no obligation to recommend for any Series a position in any investment
which an Affiliated Account may acquire, and the Fund shall have no first
refusal, co-investment or other rights in respect of any such investment, either
for its Series or otherwise.
C. Subject to and in accordance with the Agreement and Declaration
of Trust and By-Laws of the Fund as currently in effect and the 1940 Act and the
rules thereunder, it is understood that Trustees, officers and agents of the
Fund and shareholders of the Fund are or may be interested in the Adviser or its
"affiliated persons" as directors, officers, agents or shareholders of the
Adviser or its "affiliated persons"; that directors, officers, agents and
shareholders of the Adviser or its "affiliated persons" are or may be interested
in the Fund as trustees, officers, agents, shareholders or otherwise; that the
Adviser or its "affiliated persons" may be interested in the Fund as
shareholders or otherwise; and that the effect of any such interests shall be
governed by said Agreement and Declaration of Trust, By-Laws and the 1940 Act
and the rules thereunder.
<PAGE>
5
8. LIABILITIES OF THE ADVISER.
A. Except as provided below, in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
or duties hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Fund or to any shareholder of the Fund or its Series for any
act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security or the making of any investment for or on behalf of the
Fund.
9. EFFECTIVE DATE; TERM. This Agreement shall become effective on the
date first written above and shall remain in force for a period of two years
from such date, and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by the Board of Trustees,
including the vote of a majority of the Trustees who are not "interested
persons" of the Fund, cast in person at a meeting called for the purpose of
voting on such approval, or by vote of a majority of the outstanding voting
securities. The aforesaid provision shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder.
10. ASSIGNMENT. No "assignment" of this Agreement shall be made by the
Adviser, and this Agreement shall terminate automatically in event of such
assignment. The Adviser shall notify the Fund in writing in advance of any
proposed change of "control" to enable the Fund to take the steps necessary to
enter into a new advisory agreement.
11. AMENDMENT. This Agreement may be amended at any time, but only by
written agreement between the Adviser and the Fund, which amendment is subject
to the approval of the Trustees of the Fund and, where required by the 1940 Act,
the shareholders of any affected Series in the manner required by the 1940 Act
and the rules thereunder.
12. TERMINATION. This Agreement:
A. may at any time be terminated without payment of any penalty by
the Fund with respect to any Series (by vote of the Board of
Trustees of the Fund or by "vote of a majority of the
outstanding voting securities") on sixty (60) days' written
notice to the Adviser;
B. shall immediately terminate in the event of its "assignment";
and
C. may be terminated with respect to any Series by the Adviser on
sixty (60) days' written notice to the Fund.
13. DEFINITIONS. As used in this Agreement, the terms "affiliated
person," "assignment," "control," "interested person" and "vote of a majority of
the outstanding voting securities" shall have the meanings set forth in the 1940
Act and the rules and regulations thereunder, subject to any applicable orders
of exemption issued by the Securities and Exchange Commission.
14. NOTICE. Any notice under this Agreement shall be given in writing
addressed and delivered or mailed postage prepaid to the other party to this
Agreement at its principal place of business.
15. SEVERABILITY. 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.
<PAGE>
6
16. GOVERNING LAW. To the extent that state law has not been preempted
by the provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the state of
Delaware.
IN WITNESS WHEREOF the parties have caused this instrument to be signed
on their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date first written
above.
WT INVESTMENT TRUST I
By:
Name:
Title:
CRAMER ROSENTHAL MCGLYNN, LLC
By:
Name:
Title:
<PAGE>
7
SCHEDULE A
DATED OCTOBER _____, 1999
TO
ADVISORY AGREEMENT
DATED OCTOBER _____, 1999
BETWEEN
WT INVESTMENT TRUST I
AND
CRAMER ROSENTHAL MCGLYNN, LLC
Large Cap Value Series
Small Cap Value Series
Mid Cap Value Series
<PAGE>
8
SCHEDULE B
DATED OCTOBER _____ , 1999
TO
ADVISORY AGREEMENT
DATED OCTOBER _____ , 1999
BETWEEN
WT INVESTMENT TRUST I
AND
CRAMER ROSENTHAL MCGLYNN, LLC
FEE SCHEDULE
SERIES ANNUAL FEE AS A % OF
AVERAGE DAILY NET ASSETS
Large Cap Value Series .55% of the Series'
first $1 billion of
average daily net
assets; .50% of the
Series' next $1
billion of average
daily net assets;
and .45% of the
Series' average
daily net assets
over $2 billion.
Small Cap Value Series .75% of the Series'
first $1 billion of
average daily net
assets; .70% of the
Series' next $1
billion of average
daily net assets;
and .65% of the
Series' average
daily net assets
over $2 billion.
Mid Cap Value Series .75% of the Series'
first $1 billion of
average daily net
assets; .70% of the
Series' next $1
billion of average
daily net assets;
and .65% of the
Series' average
daily net assets
over $2 billion.
<PAGE>
1
EXHIBIT C
COMPARISON OF FUNDAMENTAL INVESTMENT LIMITATIONS
EXISTING: Each Fund may not purchase a security if, as a result (a) more than 5%
of a Fund's total assets would be invested in the securities of a single issuer,
or (b) a Fund would own more than 10% of the outstanding voting securities of a
single issuer. This limitation applies only with respect to 75% of a Fund's
total assets and does not apply to U.S. Government Securities.
PROPOSED: Each Fund will not purchase the securities of any one issuer if, as a
result, more than 5% of the Fund's total assets would be invested in the
securities of such issuer, or the Fund would own or hold 10% or more of the
outstanding voting securities of that issuer; provided that (1) each Fund may
invest up to 25% of its total assets without regard to these limitations; and
(2) these limitations do not apply to securities issued or guaranteed by the
U.S. Government, it agencies or instrumentalities;
EFFECT OF CHANGE: No material change.
- --------------------------------------------------------------------------------
EXISTING: Each Fund may not purchase the securities of issuers (other than U.S.
Government Securities) conducting their business activity in the same industry
if, immediately after such purchase, the value of a Fund's investments in such
industry would comprise 25% or more of the value of its total assets.
PROPOSED: Each Fund will not purchase the securities of any issuer if, as a
result, more than 25% of the Fund's total assets would be invested in the
securities of one or more issuers having their principal business activities in
the same industry, however this limitation does not apply to investments in
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
EFFECT OF CHANGE: No material change.
- --------------------------------------------------------------------------------
EXISTING: A Fund may borrow money for temporary or emergency purposes, including
the meeting of redemption requests, in amounts up to 33 1/3% of the Fund's total
assets.
PROPOSED: Each Fund will not borrow money; provided that a Fund may borrow money
for temporary or emergency purposes, including the meeting of redemption
requests, in amounts up to 33 1/3 % of the Fund's assets.
EFFECT OF CHANGE: No material change.
- --------------------------------------------------------------------------------
EXISTING: Each Fund may not make loans to other persons except for the purchase
of debt securities that are otherwise permitted investments or loans of
portfolio securities through the use of repurchase agreements.
PROPOSED: Each Fund will not make loans to other persons, except by (1)
purchasing debt securities in accordance with its investment objective, policies
and limitations; (2) entering into repurchase agreements; or (3) engaging in
securities loan transactions
EFFECT OF CHANGE: States more precisely the exceptions for securities loan
transactions and repurchase agreements.
- --------------------------------------------------------------------------------
EXISTING: Each Fund may not act as an underwriter of securities of other
issuers, except to the extent that, in connection with the disposition of
portfolio securities, a Fund may be deemed to be an underwriter for the purpose
of the Securities Act of 1933.
PROPOSED: Each Fund will not underwrite any issue of securities, except to the
extent that the Fund may be considered to be acting as underwriter in connection
with the disposition of any portfolio security.
<PAGE>
2
EFFECT OF CHANGE: No material change.
EXISTING: Each Fund may not purchase or sell real estate or any interest
therein, except that a Fund may invest in securities issued or guaranteed by
corporate or governmental entities secured by real estate or interests therein,
such as mortgage pass-throughs and collateralized mortgage obligations, or
issued by companies that invest in real estate or interests therein.
PROPOSED: Each Fund will not purchase or sell real estate, provided that the
Funds additionally may not invest in any interest in real estate except
securities issued or guaranteed by corporate or governmental entities secured by
real estate or interests therein, such as mortgage pass-throughs and
collateralized mortgage obligations, or issued by companies that invest in real
estate or interests therein.
EFFECT OF CHANGE: No material change.
- --------------------------------------------------------------------------------
EXISTING: Each Fund may not purchase or sell physical commodities or contracts,
options or options on contracts to purchase or sell physical commodities.
PROPOSED: Each Fund will not purchase or sell physical commodities or contracts,
options, or options on contracts to purchase or sell physical commodities.
EFFECT OF CHANGE: No material change.
- --------------------------------------------------------------------------------
EXISTING: Each Fund may not issue senior securities except pursuant to Section
18 of the Investment Company Act and except that a Fund may borrow money subject
to its investment limitation on borrowing.
PROPOSED: Each Fund will not issue senior securities, except to the extent
permitted by the 1940 Act, however, the Funds may borrow money subject to their
investment limitations on borrowing.
EFFECT OF CHANGE: No material change.
- --------------------------------------------------------------------------------
<PAGE>
3
BY SIGNING AND DATING THE BACK OF THIS BALLOT, YOU AUTHORIZE THE PROXIES TO VOTE
EACH PROPOSAL AS MARKED. IF NOT MARKED, THE PROXIES WILL VOTE "FOR" EACH
PROPOSAL, AND AS THEY SEE FIT ON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE
COMPLETE AND MAIL THIS BALLOT AT ONCE IN THE ENCLOSED ENVELOPE.
THE CRM FUNDS
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS OF
SMALL CAP VALUE FUND
OCTOBER 22, 1999
The undersigned hereby constitutes and appoints ______________ and
_____________ or any one of them true and lawful attorneys, with power of
substitution, as proxies to appear and vote all of the shares of beneficial
interest standing in the name of the undersigned on the record date at the
special meeting of shareholders of Small Cap Value Fund to be held at the
offices of ____________________________ at [10:00 a.m.] local time, or at any
postponement or adjournment thereof; and the undersigned hereby instructs said
proxies to vote as indicated on this proxy ballot.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN
THE FOLLOWING ITEM. IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED TO APPROVE THE
PROPOSAL. PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF THESE MATTERS. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
1. To approve an Agreement and Plan of Reorganization providing
for the transfer of Small Cap Value Fund's assets to a
newly-created fund (the "Successor Fund") in exchange for
shares of equal value of the Successor Fund, followed by the
distribution of such shares to Small Cap Value Fund
shareholders and the dissolution of Small Cap Value Fund, as
described in the Proxy Statement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
To transact such other business as may properly come before
the Meetings.
- --------------------------------------------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS AN EXECUTOR, TRUSTEE, ADMINISTRATOR, OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
<PAGE>
4
BY SIGNING AND DATING THE BACK OF THIS BALLOT, YOU AUTHORIZE THE PROXIES TO VOTE
EACH PROPOSAL AS MARKED. IF NOT MARKED, THE PROXIES WILL VOTE "FOR" EACH
PROPOSAL, AND AS THEY SEE FIT ON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE
COMPLETE AND MAIL THIS BALLOT AT ONCE IN THE ENCLOSED ENVELOPE.
THE CRM FUNDS
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS OF
MID CAP VALUE FUND
OCTOBER 22, 1999
The undersigned hereby constitutes and appoints ______________ and
_____________ or any one of them true and lawful attorneys, with power of
substitution, as proxies to appear and vote all of the shares of beneficial
interest standing in the name of the undersigned on the record date at the
special meeting of shareholders of Small Cap Value Fund to be held at the
offices of ____________________________ at [10:00 a.m.] local time, or at any
postponement or adjournment thereof; and the undersigned hereby instructs said
proxies to vote as indicated on this proxy ballot.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN
THE FOLLOWING ITEM. IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED TO APPROVE THE
PROPOSAL. PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF THESE MATTERS. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
1. To approve an Agreement and Plan of Reorganization providing
for the transfer of Mid Cap Value Fund's assets to a
newly-created fund (the "Successor Fund") in exchange for
shares of equal value of the Successor Fund, followed by the
distribution of such shares to Mid Cap Value Fund shareholders
and the dissolution of Mid Cap Value Fund, as described in the
Proxy Statement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
To transact such other business as may properly come before
the Meetings.
- --------------------------------------------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS AN EXECUTOR, TRUSTEE, ADMINISTRATOR, OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
<PAGE>
5
BY SIGNING AND DATING THE BACK OF THIS BALLOT, YOU AUTHORIZE THE PROXIES TO VOTE
EACH PROPOSAL AS MARKED. IF NOT MARKED, THE PROXIES WILL VOTE "FOR" EACH
PROPOSAL, AND AS THEY SEE FIT ON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE
COMPLETE AND MAIL THIS BALLOT AT ONCE IN THE ENCLOSED ENVELOPE.
THE CRM FUNDS
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS OF
LARGE CAP VALUE FUND
OCTOBER 22, 1999
The undersigned hereby constitutes and appoints [______________ and
_____________ or any one of them] true and lawful attorneys, with power of
substitution, as proxies to appear and vote all of the shares of beneficial
interest standing in the name of the undersigned on the record date at the
special meeting of shareholders of Large Cap Value Fund to be held at the
offices of ____________________________ at [10:00 a.m.] local time, or at any
postponement or adjournment thereof; and the undersigned hereby instructs said
proxies to vote as indicated on this proxy ballot.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN
THE FOLLOWING ITEM. IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED TO APPROVE THE
PROPOSAL. PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF THESE MATTERS. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
1. To approve an Agreement and Plan of Reorganization providing
for the transfer of Large Cap Value Fund's assets to a
newly-created fund (the "Successor Fund") in exchange for
shares of equal value of the Successor Fund, followed by the
distribution of such shares to Large Cap Value Fund
shareholders and the dissolution of Large Cap Value Fund, as
described in the Proxy Statement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
To transact such other business as may properly come before
the Meetings.
- --------------------------------------------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS AN EXECUTOR, TRUSTEE, ADMINISTRATOR, OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
