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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The PNC(R) Fund
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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THE PNC(R) FUND
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
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December 4, 1995
To the Shareholders of
The PNC Fund
A Special Meeting of Shareholders of The PNC Fund (the "Fund") will be held
on January 4, 1996 at 10:00 A.M. (Eastern Time) at the Bellevue Park Corporate
Center, 400 Bellevue Parkway, Wilmington, Delaware 19809 for the following
purposes:
(1) To elect 5 Trustees;
(2) To consider and vote on the ratification of the selection of
Coopers & Lybrand, LLP as the Fund's independent accountant for the fiscal
year ending September 30, 1996;
(3) To consider and vote on a new investment advisory agreement with
PNC Asset Management Group, Inc. and new sub-advisory agreements;
(4) To consider and vote on approval of a distribution plan for the
Fund's Service Shares and Institutional Shares;
(5) To consider and vote on approval of a revised fundamental
borrowing limitation for the Fund's Managed Income, Intermediate
Government, Short-Term Bond, Intermediate-Term Bond, Government Income and
Balanced Portfolios; and
(6) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The proposals referred to above are discussed in the Proxy Statement
attached to this Notice. Each shareholder is invited to attend the Special
Meeting of Shareholders in person. If you cannot be present at the meeting, we
urge you to complete and promptly return the enclosed Proxy in order that the
meeting may be held and a maximum number of shares may be voted.
MORGAN R. JONES
Secretary
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THE PNC(R) FUND
400 BELLEVUE PARKWAY
SUITE 100
WILMINGTON, DELAWARE 19809
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of The PNC Fund (the "Fund") for use at a
Special Meeting of Shareholders to be held at the Bellevue Park Corporate
Center, 400 Bellevue Parkway, Wilmington, Delaware on January 4, 1996 at 10:00
A.M. (Eastern Time). As used in this Proxy Statement, the meeting and any
adjournment thereof is referred to as the "Meeting"; the Fund's investment
portfolios are called "Portfolios"; and the Fund's shares are called "Shares."
It is expected that the solicitation of proxies will be primarily by mail.
The Fund's officers and service contractors may also solicit proxies by
telephone, telegraph or personal interview. The Fund will bear all proxy
solicitation costs. Any shareholder giving a proxy may revoke it at any time
before it is exercised by submitting to the Fund a written notice of revocation
or a subsequently executed proxy, or by attending the Meeting and voting in
person. This Proxy Statement and each enclosed form of proxy ("Proxy") are
expected to be distributed to shareholders on or about December 6, 1995.
The following table summarizes the proposals to be voted on at the Meeting
and indicates those shareholders who are being solicited with respect to each
proposal.
PROPOSAL SHAREHOLDERS SOLICITED
----------------------------------------- -----------------------------------------
1 -- Election of 5 Trustees. Each Portfolio (except the New Jersey
Municipal Money Market Portfolio) voting
together in the aggregate.*
2 -- Ratification of the selection of Coopers Each Portfolio (except the New Jersey
& Lybrand, LLP as independent accountant Municipal Money Market Portfolio) voting
for the fiscal year ending September 30, together in the aggregate.*
1996.
3 -- Approval of new Investment Advisory and Each Portfolio (except the Index Equity
Sub-Advisory Agreements. Portfolio) voting separately on a
Portfolio-by-Portfolio basis.
4 -- Approval of Distribution Plan. Each Institutional Share class and each
Service Share class voting separately on
a class-by-class basis.
5 -- Approval of revised fundamental borrowing Each Bond and Balanced Portfolio (as
limitation. defined below) voting separately on a
Portfolio-by-Portfolio basis.
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* The New Jersey Municipal Money Market Portfolio had not commenced investment
operations as of November 8, 1995, the record date for this Proposal.
A Proxy is enclosed with respect to each Portfolio and class in which you
own Shares. If you own Shares in more than one Portfolio or class, each Proxy
enclosed should be completed in full. If a Proxy is executed properly and
returned, Shares represented by it will be voted at the Meeting in accordance
with
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the instructions thereon. Each full Share is entitled to one vote and each
fractional Share to a proportionate fractional vote. If you do not expect to be
present at the Meeting and wish your Shares to be voted, please complete each
enclosed Proxy and mail it in the enclosed reply envelope.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE APPROVAL OF EACH PROPOSAL
DESCRIBED IN THIS PROXY STATEMENT.
PROPOSAL 1
(ALL PORTFOLIOS EXCEPT THE NEW JERSEY MUNICIPAL MONEY MARKET PORTFOLIO)
At the Meeting shareholders will be asked to consider the election of five
Trustees, which constitutes the entire Board of Trustees of the Fund. Each
elected Trustee will hold office for an indefinite term until the earlier of (1)
the next meeting of shareholders at which Trustees are elected and until his
successor is elected and qualifies, and (2) until a Trustee resigns or until his
term as a Trustee is terminated in accordance with the Fund's Declaration of
Trust. Normally, there will be no meetings of shareholders for the purpose of
electing Trustees except as required by the Investment Company Act of 1940 (the
"1940 Act"). See "Voting Information -- Annual Meetings" below. The Trustees
may, as permitted by the 1940 Act, appoint additional Trustees without
shareholder approval.
All Shares represented by valid Proxies will be voted in the election of
Trustees for each nominee named below, unless authority to vote for a particular
nominee is withheld. The five nominees who receive the highest number of votes
cast at the Meeting will be elected as Trustees. Cumulative voting is not
permitted. Each nominee has consented to being named in this Proxy Statement and
to serve if elected. If a nominee withdraws from the election or is otherwise
unable to serve, the named proxies will vote for the election of such substitute
nominee as the Board of Trustees may recommend, unless the Board decides to
reduce the number of Trustees serving on the Board.
Messrs. Wilmerding and Santomero are incumbent Trustees who are standing
for re-election, and were last elected at a shareholder meeting held on
September 10, 1993. In addition, the Trustees of the Fund who are not
"interested persons" of the Fund as defined in the 1940 Act (the "Non-Interested
Trustees") have nominated Messrs. Albertini, Clark and Hernandez as new Trustees
to be voted on by the shareholders.
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The following table contains relevant information about the nominees:
TRUSTEE BUSINESS EXPERIENCE
NAME AGE SINCE DURING PAST FIVE YEARS
- ------------------------ --- --------- -----------------------------------------------
William O. Albertini*... 52 N/A Executive Vice President and Chief Financial
Officer since February 1995, Vice President and
Chief Financial Officer from January
1991 - February 1995, Bell Atlantic Corporation
(a diversified telecommunications company);
Chairman, President and Chief Executive Officer
from August 1989 - January 1991, Bell Atlantic
Enterprises International, Inc.; Director,
Groupo Iusacell, S.A. de C.V. since June 1994;
Director, American Waterworks, Inc. since May
1990; Trustee, The Carl E. & Emily I. Weller
Foundation since October 1991.
Raymond J. Clark**...... 60 N/A Treasurer of Princeton University since 1987;
Trustee, The Compass Capital Group of Funds
since 1987; Trustee, United Way-Princeton Area
Communities from 1992-4; Trustee, Chemical Bank
New Jersey Advisory Board from 1994 until 1995;
Trustee, American Red Cross-Mercer County
Chapter since 1995; and Trustee, United
Way-Greater Mercer County since 1995.
Robert M.
Hernandez***.......... 51 N/A Director since 1991, Vice Chairman and Chief
Financial Officer since 1994, Executive Vice
President - Accounting & Finance and Chief
Financial Officer from 1991 to 1994, Senior
Vice President - Finance and Treasurer from
1990 to 1991, USX Corporation (a diversified
company principally engaged in energy and steel
businesses); Director, ACE Limited; Trustee,
Allegheny General Hospital and Allegheny
Health, Education and Research Foundation;
Director, Marinette Marine Corporation;
Director; Pittsburgh Baseball, Inc.; and
Director and Chairman of the Board, RMI
Titanium Company.
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TRUSTEE BUSINESS EXPERIENCE
NAME AGE SINCE DURING PAST FIVE YEARS
- ------------------------ --- --------- -----------------------------------------------
Anthony M. Santomero.... 49 September Deputy Dean from 1990 to 1994, Richard K.
1993 Mellon Professor of Finance since April 1994,
Director, Wharton Financial Institutions Center
since July 1995, and Dean's Advisory Council
Member since July 1984, The Wharton School,
University of Pennsylvania; Associate Editor,
Journal of Banking and Finance since June 1978;
Associate Editor, Journal of Economics and
Business since October 1979; Associate Editor,
Journal of Money, Credit and Banking since
January 1980; Research Associate, New York
University Center for Japan-U.S. Business and
Economic Studies since July 1989; Editorial
Advisory Board, Open Economics Review since
November 1990; Director, The Zweig Fund and The
Zweig Total Return Fund; Director or Trustee of
the following investment companies advised by
PNC Bank Corp. affiliates: Temporary Investment
Fund, Inc., Trust for Federal Securities,
Municipal Fund for Temporary Investment,
Provident Institutional Funds, Inc., Municipal
Fund for New York Investors, Inc. and Municipal
Fund for California Investors, Inc.
David R.
Wilmerding, Jr........ 60 April President, Gates, Wilmerding, Carper &
1989 Rawlings, Inc. (investment advisers) since
February 1989; Director, Beaver Management
Corporation; Director, Trustee or Managing
General Partner of the following investment
companies advised by PNC Bank Corp. affiliates:
Temporary Investment Fund, Inc., Trust for
Federal Securities, Municipal Fund for
Temporary Investment, Provident Institutional
Funds, Inc., Independence Square Income
Securities, Inc. and Chestnut Street Exchange
Fund.
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* Mr. Albertini's spouse and daughter previously owned 200 and 298 shares,
respectively, of PNC Bank Corp. Common Stock. Mr. Albertini's spouse and
daughter no longer own any PNC Bank Corp. stock.
** Mr. Clark may be considered an "interested person" of the Fund, as defined
in the 1940 Act, because his adult son will be an employee of PNC Bank,
National Association.
*** On December 4, 1995, Mr. Hernandez owned approximately 425,729 shares of the
Pennsylvania Municipal Money Market Portfolio of the Fund. As of the date
of this proxy, the Trustees (including the nominees) and officers of the
Fund, as a group, owned less than 1% of the outstanding Shares of each
Portfolio.
The Board of Trustees of the Fund held eight meetings during the last
fiscal year, which ended on September 30, 1995. The Board does not have standing
nominating or compensation committees.
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However, pursuant to the plans adopted by the Fund in accordance with Rule 12b-1
under the 1940 Act for certain classes of Shares of the Portfolios, the
Non-Interested Trustees of the Fund are responsible for the selection and
nomination of candidates to serve as Non-Interested Trustees. The Board of
Trustees, including the Non-Interested Trustees, are prepared to review
nominations from shareholders to fill any future vacancies on the Board in
written communications delivered to the Fund at its address on page 1.
As of March 30, 1994, the Board of Trustees appointed an audit committee
comprised of Mr. Wilmerding and two other Trustees of the Fund (Messrs. Robert
R. Fortune and Rodney D. Johnson) who will retire in January, 1996. The audit
committee is responsible for reviewing the audit work of the Fund's independent
accountant and recommending to the Board of Trustees the annual selection of the
Fund's independent accountant. The audit committee met once during the fiscal
year ended September 30, 1995.
The Fund currently pays each Trustee $5,500 per year plus $500 for each
Board meeting or committee meeting attended. The Chairman is paid an additional
retainer of $5,000 per year. The Trustees are reimbursed for expenses incurred
by them in connection with their duties. No officer, director or employee of the
Fund's investment adviser, sub-advisers, distributor or administrators currently
receives any compensation from the Fund.
The following table summarizes the compensation for the Fund's fiscal year
ended September 30, 1995 for the two incumbent Trustees who are standing for
re-election:
PENSION OR TOTAL
RETIREMENT COMPENSATION
BENEFITS ESTIMATED FROM THE
AGGREGATE ACCRUED AS ANNUAL FUND
COMPENSATION PART OF FUND BENEFITS UPON AND FUND
NAME OF PERSON/POSITION FROM THE FUND EXPENSES RETIREMENT COMPLEX(1),(2)
-------------------------------- ------------- ------------ ------------- ------------
Anthony M. Santomero,........... $ 9,000 n/a n/a $ 51,000
Trustee
David R. Wilmerding, Jr.,....... $ 9,500 n/a n/a $ 63,200
Trustee
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(1) The Fund paid additional compensation in the amount of $42,500 to four
additional Trustees who are retiring in January 1996.
(2) Includes total compensation from the Fund and from Temporary Investment
Fund, Inc., Trust for Federal Securities, Municipal Fund for Temporary
Investment, Provident Institutional Funds, Inc. and Portfolios for
Diversified Investment and (i) in the case of Mr. Wilmerding, Independence
Square Income Securities, Inc. and Chestnut Street Exchange Fund, and (ii)
in the case of Mr. Santomero, Municipal Fund for New York Investors, Inc.
and Municipal Fund for California Investors, Inc. Each of these investment
companies is advised by the Fund's current investment adviser or an
affiliate of the adviser.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH NOMINEE
FOR TRUSTEE OF THE FUND.
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PROPOSAL 2
(ALL PORTFOLIOS EXCEPT THE NEW JERSEY MUNICIPAL MONEY MARKET PORTFOLIO)
Shareholders are also being asked to ratify the selection of Coopers &
Lybrand, LLP ("Coopers & Lybrand") as independent accountant for the Fund's
fiscal year ending September 30, 1996. Unless instructed otherwise, the persons
named as proxies in the accompanying Proxy card will vote for Coopers & Lybrand.
The Board of Trustees of the Fund, including all of the Non-Interested
Trustees, selected Coopers & Lybrand as the independent accountant for the
fiscal year ending September 30, 1996 at a meeting held on September 29, 1995.
Coopers & Lybrand has stated that it has no material direct or indirect
financial interest in the Fund. Coopers & Lybrand (or its predecessor firm),
with offices at 2400 Eleven Penn Center, Philadelphia, PA 19103, has served as
the Fund's independent accountant since its commencement of operations in 1989.
As part of its audit of the Fund's financial statements for the fiscal year
ended September 30, 1995, Coopers & Lybrand reviewed the Fund's annual reports
to shareholders and its related filings with the Securities and Exchange
Commission (the "SEC"); reviewed and tested for compliance with various rules
and regulations applicable to investment companies; inspected securities three
times during the year; and reviewed the accounting controls and procedures in
connection with the audit. In addition, Coopers & Lybrand performed additional
non-audit services for the Fund in connection with various mergers and filings.
A representative of Coopers & Lybrand is expected to be available at the
Meeting should any matter arise requiring consultation with the accountant, and
Coopers & Lybrand will be given the opportunity to make a statement if it
chooses.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE SELECTION OF COOPERS & LYBRAND AS INDEPENDENT ACCOUNTANT OF
THE FUND.
PROPOSAL 3
(ALL PORTFOLIOS EXCEPT THE INDEX EQUITY PORTFOLIO)
At the Meeting, shareholders of each Portfolio, except the Index Equity
Portfolio, will be asked to approve a new Investment Advisory Agreement between
the Fund and PNC Asset Management Group, Inc. ("PAMG") and a new Sub-Advisory
Agreement between PAMG and a PNC Bank Corp. affiliate (together, the
"Sub-Advisers") as discussed below. Copies of the form of new Investment
Advisory and Sub-Advisory Agreements (the "New Investment Advisory Agreement"
and "New Sub-Advisory Agreements," respectively, and together the "New
Agreements") are attached to this Proxy Statement as Exhibit A. The following
description of the New Agreements is qualified in its entirety by Exhibit A.
The terms and conditions of, and the fees payable under, the New Agreements
are substantially identical to those of the Portfolios' current agreements,
except for (i) their dates, (ii) the contracting parties, (iii) the sub-advisory
fee rates payable by PAMG with respect to the Fund's Money Market, Municipal
Money Market, Government Money Market, Ohio Municipal Money Market, Pennsylvania
Municipal Money Market, North Carolina Municipal Money Market, Virginia
Municipal Money
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Market and New Jersey Municipal Money Market Portfolios (together the "Money
Market Portfolios") and (iv) the allocation of investment advisory and
sub-advisory responsibilities between PAMG and PIMC for the Money Market
Portfolios.
In particular, under the Fund's current agreements, (i) PNC Institutional
Management Corporation ("PIMC") serves as the investment adviser of each
Portfolio, (ii) PNC Bank, National Association ("PNC Bank") serves as
sub-adviser of the Money Market Portfolios, (iii) PNC Bank serves as sub-adviser
of the Balanced Portfolio and (iv) PNC Equity Advisors Company ("PEAC") serves
as sub-adviser of the Core Equity Portfolio. Under the New Agreements, (i) PAMG,
the parent company of PIMC, will serve as the investment adviser of each
Portfolio, (ii) PIMC will serve as sub-adviser of the Money Market Portfolios,
(iii) Provident Capital Management, Inc. ("PCM") and BlackRock Financial
Management, Inc. ("BlackRock") will serve as co-sub-advisers of the Balanced
Portfolio and (iv) PCM will serve as sub-adviser for the Core Equity Portfolio.
In addition, although the investment advisory fee rates payable by the Money
Market Portfolios will not change, the sub-advisory fee rate payable by PAMG to
PIMC, as the Portfolios' sub-adviser, will change. Currently, PNC Bank is
entitled to receive a sub-advisory fee payable at the annual rate of .05% of the
average daily net assets of each Money Market Portfolio. Under the New
Sub-Advisory Agreement, PIMC will continue to provide daily portfolio management
for the Money Market Portfolios, and will be entitled to receive a sub-advisory
fee from PAMG payable at the following annual rates for each Money Market
Portfolio (considered separately on a Portfolio-by-Portfolio basis): .40% of the
first $1 billion of each Portfolio's average daily net assets, .35% of the next
$1 billion of each Portfolio's average daily net assets, .325% of the next $1
billion of each Portfolio's average daily net assets and .30% of the average
daily net assets of each Portfolio in excess of $3 billion.
Except as noted above, the current Sub-Advisers of the Portfolios will not
change.
In the New Investment Advisory Agreement, PAMG agrees, subject to the
general supervision of the Fund's Board of Trustees and in accordance with each
Portfolio's investment objective and policies, either directly or through a
sub-adviser, to manage each Portfolio's assets, and to provide investment
research and to be responsible for, make decisions with respect to and place
orders for all purchases and sales of portfolio securities. Any fees or
compensation payable to sub-advisers or other subcontractors are to be paid by
PAMG.
Under the New Sub-Advisory Agreements, the Sub-Advisers will supervise the
day-to-day operations of the Portfolios, subject to the oversight and
supervision of PAMG and the Fund's Board of Trustees. Pursuant to each such
Sub-Advisory Agreement, the Sub-Adviser will: (i) provide investment research
and credit analysis concerning a Portfolio's investments, (ii) conduct a
continual program of investment for the Portfolio's assets, (iii) determine what
securities and other investments will be purchased, retained or sold by the
Portfolio, (iv) place orders for all purchases and sales of the investments made
for the Portfolio, and (v) maintain the books and records as are required to
support the Fund's operations (in conjunction with record-keeping and accounting
functions performed by PAMG as investment adviser).
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Under the New Agreements, PAMG and the Sub-Advisers are entitled to fees,
computed daily and payable monthly, at the following annual rates:
ANNUAL INVESTMENT ADVISORY/SUB-ADVISORY FEE
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
---------------------------------------------------------
BOND PORTFOLIOS(1) EQUITY PORTFOLIOS(2)
--------------------------- ---------------------------
INVESTMENT SUB-ADVISORY INVESTMENT SUB-ADVISORY
AVERAGE DAILY NET ASSETS ADVISORY FEE FEE ADVISORY FEE FEE
----------------------------------- ------------ ------------ ------------ ------------
first $1 billion................... .50% .35% .55% .40%
$1 billion -- $2 billion........... .45 .30 .50 .35
$2 billion -- $3 billion........... .425 .275 .475 .325
greater than $3 billion............ .40 .25 .45 .30
INTERNATIONAL EQUITY
PORTFOLIO MONEY MARKET PORTFOLIOS(3)
--------------------------- ---------------------------
INVESTMENT SUB-ADVISORY INVESTMENT SUB-ADVISORY
AVERAGE DAILY NET ASSETS ADVISORY FEE FEE ADVISORY FEE FEE
----------------------------------- ------------ ------------ ------------ ------------
first $1 billion................... .75% .60% .45% .40%
$1 billion -- $2 billion........... .70 .55 .40 .35
$2 billion -- $3 billion........... .675 .525 .375 .325
greater than $3 billion............ .65 .50 .35 .30
INTERNATIONAL EMERGING
MARKETS PORTFOLIO
---------------------------
INVESTMENT SUB-ADVISORY
AVERAGE DAILY NET ASSETS ADVISORY FEE FEE
--------------------------------------------------------- ------------ ------------
first $1 billion......................................... 1.25% 1.10%
$1 billion -- $2 billion................................. 1.20 1.05
$2 billion -- $3 billion................................. 1.155 1.005
greater than $3 billion.................................. 1.10 .95
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(1) These advisory and sub-advisory fees relate to the Managed Income, Tax-Free
Income, Intermediate Government, Ohio Tax-Free Income, Pennsylvania
Tax-Free Income, Short-Term Bond, Intermediate-Term Bond and Government
Income Portfolios.
(2) These advisory and sub-advisory fees relate to the Value Equity, Growth
Equity, Small Cap Growth Equity, Core Equity, Small Cap Value Equity and
Balanced Portfolios.
(3) These advisory and sub-advisory fees relate to the Money Market, Municipal
Money Market, Government Money Market, Ohio Municipal Money Market,
Pennsylvania Municipal Money Market, North Carolina Municipal Money Market,
Virginia Municipal Money Market and New Jersey Municipal Money Market
Portfolios.
The New Agreements provide that the Adviser and Sub-Advisers will pay all
expenses incurred by them in connection with their activities under the New
Agreements other than the cost of securities, commodities and other investments,
and brokerage commissions and other transaction charges. The New Agreements also
provide that PAMG and the Sub-Advisers will not be liable for any error of
judgment or mistake of law or for any loss suffered by a Portfolio in connection
with the performance of the Agreements, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of PAMG or a Sub-Adviser in the performance of its duties or from reckless
disregard by it of its obligations or duties under the New Agreements.
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Under the New Agreements, in placing orders with brokers and dealers, PAMG
and the Sub-Advisers are to attempt to obtain prompt execution of orders at the
most favorable price. Consistent with this obligation, when the execution and
price offered by two or more brokers or dealers are comparable, PAMG or a
Sub-Adviser may, in its discretion, purchase and sell portfolio securities to
and from brokers and dealers that provide research advice and other services.
These brokerage and research services might consist of reports and statistics on
specific companies or industries, general summaries of groups of stocks or bonds
and their comparative earnings and yields, or broad overviews of the securities
markets and the economy. Commissions paid to brokers or dealers providing these
services may be higher than those which other qualified brokers or dealers would
charge for effecting the same transactions, provided that PAMG and the
Sub-Advisers determine in good faith that such commissions are reasonable in
terms of either the transactions or their overall responsibility to the
Portfolios and to their other clients and that the total commissions paid by
each Portfolio are reasonable in relation to the long-term benefits to the
Portfolio.
Supplementary research information so received is in addition to, and not
in lieu of, services required to be performed by PAMG or a Sub-Adviser, and does
not reduce the advisory fees payable by a Portfolio. It is possible that certain
of the supplementary research or other services received will primarily benefit
one or more other investment companies or other accounts for which PAMG or a
Sub-Adviser exercises investment discretion. Conversely, a Portfolio may be the
primary beneficiary of the research or services received as a result of
portfolio transactions effected for such other accounts or investment companies.
Investment decisions for the Portfolios and for other investment accounts
managed by PAMG and the Sub-Advisers will be made independently of each other in
light of differing conditions. However, the same investment decision may be made
for two or more of such accounts. In such cases, simultaneous transactions are
inevitable. Purchases or sales are then allocated in a manner believed by PAMG
or a Sub-Adviser to be equitable to each such account. While in some cases this
practice could have a detrimental effect on the price or value of the security
as far as a Portfolio is concerned, in other cases it may be beneficial to the
Portfolio. To the extent permitted by law, PAMG or a Sub-Adviser may aggregate
the securities to be sold or purchased for the Portfolios with those to be sold
or purchased for other investment companies or accounts in executing
transactions. Portfolio securities will not be purchased from or sold to PAMG,
the Sub-Advisers, or any affiliated person except as permitted by the 1940 Act.
If in any fiscal year the aggregate expenses of any Portfolio exceed the
expense limitation of any state having jurisdiction over the Fund, the New
Agreements provide that PAMG will reimburse the Portfolio for a portion of such
excess expenses equal to such excess times the ratio of the fees otherwise
payable by the Portfolio to PAMG to the aggregate fees otherwise payable by the
Portfolio to PAMG and to the Portfolio's administrators under the administration
agreements. The obligation of PAMG to reimburse a Portfolio is limited in any
fiscal year to the amount of its fee for such fiscal year, provided that PAMG
will reimburse a Portfolio for such proportion of such excess expenses
regardless of the amount of fees paid to it during such fiscal year to the
extent that the securities regulations of any state having jurisdiction over the
Fund so require. As of the date hereof, the most restrictive expense limitation
applicable to a Portfolio limits its aggregate annual expenses (as defined by
applicable regulations) to 2 1/2% of the first $30 million of its average net
assets, 2% of the next $70 million of its average net assets, and 1 1/2% of its
remaining net assets.
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If approved by the shareholders of a Portfolio, it is expected that the New
Agreements for that Portfolio will become effective in January 1996 and will
thereafter continue in effect with respect to the Portfolio until March 31,
1997. Thereafter, the New Agreements would continue in effect with respect to
the Portfolio for successive annual periods, provided that their continuance is
approved at least annually (i) by the vote of a majority of those members of the
Board of Trustees who are not "interested persons" (as that term is defined in
the 1940 Act) of any party to the New Agreements cast in person at a meeting
called for the purpose of voting on such approval and (ii) by the Board of
Trustees or by vote of a majority of the outstanding Shares of the Portfolio.
Each New Agreement provides that it will terminate automatically in the
event of its assignment. Each New Agreement also provides that it is terminable
with respect to a Portfolio, without penalty, by the Fund (by vote of the Board
of Trustees of the Fund or by vote of a majority of the outstanding Shares of
such Portfolio) or by PAMG or a Sub-Adviser on 60 days' written notice. Each New
Sub-Advisory Agreement provides that it will terminate automatically with
respect to a Portfolio upon any termination of the investment advisory agreement
between the Fund and PAMG.
The table below sets forth the dates of the current investment advisory and
sub-advisory agreements for the Portfolios, the dates they were most recently
approved by the Fund's Board of Trustees, and the names of the Portfolios'
current sub-advisers (which will not change except for the Money Market
Portfolios, the Balanced Portfolio and the Core Equity Portfolio as stated
above).
DATE OF LAST
BOARD APPROVAL OF
DATE OF AGREEMENTS AGREEMENTS
------------------- -------------------
SUB- SUB- NAME OF CURRENT
ADVISORY ADVISORY ADVISORY ADVISORY SUB- ADVISER
-------- -------- -------- -------- ---------------
Managed Income........................................... 10/4/89 3/29/95 3/28/95 12/16/94 BlackRock
Tax-Free Income.......................................... 10/4/89 7/1/95 3/28/95 12/16/94 BlackRock
Intermediate Government.................................. 2/3/92 3/29/95 3/28/95 12/16/94 BlackRock
Ohio Tax-Free Income..................................... 2/3/92 3/29/95 3/28/95 12/16/94 BlackRock
Pennsylvania Tax-Free Income............................. 2/3/92 3/29/95 3/28/95 12/16/94 BlackRock
Short-Term Bond.......................................... 3/1/93 3/29/95 3/28/95 12/16/94 BlackRock
Intermediate-Term Bond................................... 3/1/93 3/29/95 3/28/95 12/16/94 BlackRock
Government Income........................................ 12/17/93 3/29/95 3/28/95 12/16/94 BlackRock
Value Equity............................................. 2/3/92 2/3/92 3/28/95 3/28/95 PCM
Growth Equity............................................ 10/4/89 4/3/95 3/28/95 3/28/95 PEAC
Small Cap Growth Equity.................................. 3/1/93 4/3/95 3/28/95 3/28/95 PEAC
Core Equity.............................................. 3/1/93 3/1/93 3/28/95 3/28/95 PEAC
Small Cap Value Equity................................... 2/3/92 2/3/92 3/28/95 3/28/95 PCM
International Equity..................................... 10/4/89 4/20/92 3/28/95 3/28/95 PCM
International Emerging Markets........................... 12/17/93 12/17/93 3/28/95 3/28/95 PCM
Balanced................................................. 10/4/89 4/6/90 3/28/95 3/28/95 PNC Bank
Money Market............................................. 10/4/89 10/4/89 3/28/95 3/28/95 PNC Bank
Municipal Money Market................................... 10/4/89 9/10/93 3/28/95 3/28/95 PNC Bank
Government Money Market.................................. 10/4/89 10/4/89 3/28/95 3/28/95 PNC Bank
Ohio Municipal Money Market.............................. 2/3/92 2/3/92 3/28/95 3/28/95 PNC Bank
10
13
DATE OF LAST
BOARD APPROVAL OF
DATE OF AGREEMENTS AGREEMENTS
------------------- -------------------
SUB- SUB- NAME OF CURRENT
ADVISORY ADVISORY ADVISORY ADVISORY SUB-ADVISER
-------- -------- -------- -------- ---------------
Pennsylvania Municipal Money Market...................... 2/3/92 2/3/92 3/28/95 3/28/95 PNC Bank
North Carolina Municipal Money Market.................... 3/1/93 3/1/93 3/28/95 3/28/95 PNC Bank
Virginia Municipal Money Market.......................... 12/17/93 12/17/93 3/28/95 3/28/95 PNC Bank
New Jersey Municipal Money Market........................ 3/28/95 3/28/95 3/28/95 3/28/95 PNC Bank
The advisory agreement between the Fund and PIMC with respect to the
Managed Income, Tax-Free Income, Growth Equity, Balanced, Money Market,
Municipal Money Market and Government Money Market Portfolios was approved by
the holders of a majority of the outstanding Shares of such Portfolios at a
special meeting of shareholders held on October 24, 1990 to satisfy conditions
imposed by the SEC in connection with the registration of Shares of the
Portfolios under the Securities Act of 1933. The advisory agreement between the
Fund and PIMC with respect to the Intermediate Government, Ohio Tax-Free Income,
Pennsylvania Tax-Free Income, Value Equity, Small Cap Value Equity, Ohio
Municipal Money Market and Pennsylvania Municipal Money Market Portfolios was
approved by the sole shareholder of such Portfolios on February 5, 1992; with
respect to the Short-Term Bond, Intermediate-Term Bond, Small Cap Growth Equity,
Core Equity and North Carolina Municipal Money Market Portfolios was approved by
the sole shareholder of such Portfolios on March 23, 1993; with respect to the
Government Income, International Emerging Markets and Virginia Municipal Money
Market Portfolios was approved by the sole shareholder of such Portfolios on
February 1, 1994; and with respect to the New Jersey Municipal Money Market
Portfolio was approved by the sole shareholder of the Portfolio on August 1,
1995 by consent action to satisfy conditions imposed by the SEC in connection
with the registration of Shares of the Portfolios under the Securities Act of
1933.
The sub-advisory agreements between PIMC and PNC Bank were approved by the
holders of a majority of the outstanding Shares of the Balanced, Money Market
and Government Money Market Portfolios at a special meeting of shareholders held
on October 24, 1990 to satisfy conditions imposed by the SEC in connection with
the registration of Shares of the Portfolios under the Securities Act of 1933.
The sub-advisory agreements between PIMC and the sub-advisers noted in the table
above were approved by the holders of a majority of the outstanding Shares of
the Growth Equity and Municipal Money Market Portfolios on September 10, 1993;
and of the Managed Income, Tax-Free Income, Intermediate Government, Ohio
Tax-Free Income, Pennsylvania Tax-Free Income, Short-Term Bond,
Intermediate-Term Bond and Government Income Portfolios on March 29, 1995 at
special meetings of shareholders held for the purpose of considering new
sub-advisory agreements. The other sub-advisory agreements between PIMC and the
sub-advisers noted in the table above were approved by the sole shareholder of
the Value Equity, Small Cap Value Equity, Ohio Municipal Money Market and
Pennsylvania Municipal Money Market Portfolios on February 2, 1992; the Small
Cap Growth Equity, Core Equity and North Carolina Municipal Money Market
Portfolios on March 23, 1993; the International Emerging Markets and Virginia
Municipal Money Market Portfolios on February 1, 1994; and of the New Jersey
Municipal Money Market Portfolio on August 1, 1995 by consent action to satisfy
conditions imposed by the SEC in connection with the registration of Shares of
the Portfolios under the Securities Act of 1933.
On December 16, 1994, the Board of Trustees approved the sub-advisory
agreements currently in effect between PIMC and BlackRock with respect to the
Managed Income, Tax-Free Income, Intermediate
11
14
Government, Ohio Tax-Free Income, Pennsylvania Tax-Free Income, Short-Term Bond,
Intermediate-Term Bond and Government Income Portfolios and the termination of
each sub-advisory agreement then in effect with respect to those Portfolios. The
sub-advisory agreements between PIMC and BlackRock with respect to the
Portfolios were approved by the Portfolios' shareholders at a special
shareholder meeting held on March 29, 1995. Accordingly, the prior sub-advisory
agreements between PIMC and (i) PNC Bank with respect to the Managed Income,
Intermediate Government, Short-Term Bond, Intermediate-Term Bond, Pennsylvania
Tax-Free Income and Government Income Portfolios and (ii) PNC Bank, Ohio,
National Association with respect to the Ohio Tax-Free Income Portfolio were
terminated at the close of business on March 29, 1995. The prior sub-advisory
agreement between PIMC and PNC Bank with respect to the Tax-Free Income
Portfolio was terminated at the close of business on June 30, 1995.
The table below sets forth the aggregate investment advisory and
sub-advisory fees paid by each of the Portfolios for the fiscal year ended
September 30, 1995 and the corresponding percentages of average daily net assets
which the paid fees represent.
EFFECTIVE RATE OF
ADVISORY/SUB-ADVISORY ADVISORY/SUB-ADVISORY
FEES FOR FISCAL YEAR FEES FOR FISCAL YEAR
ENDED 9/30/95 ENDED 9/30/95
(NET OF WAIVERS)*+ (NET OF WAIVERS)*+
---------------------------- ----------------------------
SUB-ADVISORY SUB-ADVISORY
ADVISORY FEES FEES ADVISORY FEES FEES
------------- ------------ ------------- ------------
Managed Income............................ $ 1,790,332 $1,253,232 .35% .25%
Tax-Free Income........................... 0 0 0 0
Intermediate Government................... 379,534 265,674 .20 .14
Ohio Tax-Free Income...................... 0 0 0 0
Pennsylvania Tax-Free Income.............. 161,038 112,727 .27 .19
Short-Term Bond........................... 11,810 8,267 .07 .05
Intermediate-Term Bond.................... 342,301 239,611 .25 .18
Government Income......................... 0 0 0 0
Value Equity.............................. 2,832,644 2,060,105 .44 .32
Growth Equity............................. 866,271 630,015 .40 .29
Small Cap Growth Equity................... 618,374 449,727 .45 .33
Core Equity............................... 691,447 502,871 .40 .29
Small Cap Value Equity.................... 1,143,071 831,324 .50 .36
International Equity...................... 2,391,607 1,913,286 .60 .48
International Emerging Markets............ 258,648 227,610 1.04 .92
Balanced.................................. 642,763 467,464 .40 .29
Money Market.............................. 1,051,446 0 .07 0
Municipal Money Market.................... 189,929 0 .08 0
Government Money Market................... 489,209 0 .08 0
Ohio Municipal Money Market............... 49,133 0 .07 0
Pennsylvania Municipal Money Market....... 304,651 0 .09 0
North Carolina Municipal Money Market..... 46,472 0 .05 0
Virginia Municipal Money Market........... 0 0 0 0
- ---------------
* Sub-advisory fees are paid out of advisory fees.
+ The New Jersey Municipal Money Market Portfolio had not commenced investment
operations as of September 30, 1995.
12
15
The Trustees of the Fund approved each of the New Agreements at a Board
meeting held on September 29, 1995. The New Agreements were proposed by Fund
management in connection with a restructuring of the asset management business
of PNC Bank Corp. and its affiliates. The Trustees considered the fact that the
New Agreements are substantially identical to the Portfolios' existing advisory
and sub-advisory agreements, except as noted above, and that the contractual
advisory fee rates payable by the Portfolios under the New Investment Advisory
Agreement would be identical to those payable under their current advisory
agreements. The Trustees also considered the representation of Fund management
that the approval of the New Agreements would not adversely affect the nature
and quality of the advisory services currently provided to the Portfolios. Based
on these factors, the Trustees determined that the approval of the New
Agreements was in the best interests of each Portfolio and its shareholders.
The approval of the New Agreements with respect to a Portfolio requires the
affirmative vote of the holders of a "majority of the outstanding Shares" of the
Portfolio (as defined by the 1940 Act), which means the lesser of (a) the
holders of 67% or more of the Shares of the Portfolio present at the Meeting if
the holders of more than 50% of the outstanding Shares of the Portfolio are
present in person or by proxy or (b) more than 50% of the outstanding Shares of
the Portfolio.
If the New Agreements are approved with respect to a Portfolio, then the
Portfolio's current investment advisory and sub-advisory agreements will
terminate upon the execution of the New Agreements. If the New Agreements are
not approved by the shareholders of a Portfolio, the Portfolio's current
investment advisory and sub-advisory agreements will continue in effect.
THE FUND'S BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF EACH OF
THE PORTFOLIOS VOTE "FOR" APPROVAL OF THE NEW AGREEMENTS.
PROPOSAL 4
(SERVICE SHARES AND INSTITUTIONAL SHARES OF EACH PORTFOLIO)
At the Meeting, holders of Service Shares and Institutional Shares of each
Portfolio will be asked to approve a distribution plan (the "Plan") pursuant to
Rule 12b-1 under the 1940 Act. The Plan is part of the Fund's Amended and
Restated Distribution and Service Plan, a copy of which is attached to this
Proxy Statement as Exhibit B. The description of the Plan that follows is
qualified in its entirety by reference to Exhibit B.
Section 1(d) of the Plan acknowledges that PNC Bank affiliates, the Fund's
distributor and other parties that receive fees from the Fund (such as
investment advisory fees) may make payments relating to distribution or sales
support activities in connection with the Fund's Institutional and Service
Shares out of their past profits or any additional sources available to them.
Although the Fund does not currently maintain a distribution plan with respect
to its Institutional and Service Shares, Section 1(d) of the Plan is consistent
with the Fund's current policy that these payments may be made by these entities
out of their own resources even in the absence of a distribution plan. The
purpose of the Plan is, therefore, not to change, but to formalize, the Fund's
current policy in this regard and to eliminate any doubt regarding the ability
of the Fund's distributor, PNC Bank affiliates and others to make payments for
distribution purposes.
No additional or separate distribution fee is payable under the Plan with
respect to Service Shares and Institutional Shares of the Portfolios.
13
16
If approved by shareholders of a particular class of Service or
Institutional Shares at the Meeting, the Plan will be effective with respect to
that class and will continue in effect for a period of one year. Thereafter, the
Plan will continue in effect with respect to that class from year to year,
provided that its continuance is specifically approved at least annually by a
vote of a majority of both the Board of Trustees of the Fund and those
Non-Interested Trustees who have no direct or indirect financial interest in the
operation of the Plan or in any related agreements (the "Disinterested
Trustees"), cast in person at a meeting called for the purpose of voting on such
continuance.
The Plan may be terminated at any time with respect to any class of Service
or Institutional Shares by vote of (a) a majority of the Fund's Disinterested
Trustees or (b) a majority of the outstanding Shares of that class. All material
amendments to the Plan must be approved by a vote of a majority of the Board of
Trustees, including a vote of a majority of the Disinterested Trustees. In
addition, any amendment that would increase materially the amount available for
distribution expenditures under the Plan with respect to any class of Service or
Institutional Shares must be approved by the shareholders of that class. So long
as the Plan remains in effect, the selection and nomination of the Fund's Non-
Interested Trustees will be committed to the discretion of the Non-Interested
Trustees.
In considering whether the Fund should adopt the Plan for its Service and
Institutional Shares, the Trustees requested and evaluated information that they
deemed necessary for making an informed determination of whether the Plan should
be implemented. The Trustees concurred with management's recommendation that it
was in the interests of the Fund and its shareholders to formalize, at no
additional expense to the Fund, the Fund's current policy regarding payments by
PNC Bank affiliates, the Fund's distributor and other persons out of their own
resources for distribution and sales support activities.
The Board of Trustees of the Fund initially adopted distribution plans with
respect to its Series A Investor Shares and Series B Investor Shares on June 16,
1989 and September 23, 1994, respectively. The distribution plan currently in
effect for the Fund's Series A Investor Shares was previously amended by the
Board of Trustees on October 18, 1994 to clarify that it is applicable only to
Series A Investor Shares. On September 29, 1995 the Fund's Board of Trustees,
including a majority of the Fund's Disinterested Trustees, approved the Amended
and Restated Distribution and Service Plan attached to this Proxy Statement for
each Share class of each Portfolio.
In order to be effective with respect to a particular class of Service or
Institutional Shares, the Plan must be approved by a majority of the outstanding
Shares of that class. A "majority of the outstanding Shares of a class" means
67% or more of the Shares of a class represented at the Meeting if more than 50%
are represented, or more than 50% of the Shares of the class, whichever is less.
Service and Institutional Shares of each Portfolio will vote separately on a
class-by-class basis on the Plan. If the Plan is not approved by a majority of
the outstanding Service or Institutional Shares of a Portfolio, the Plan will
not be effective with respect to that class, and the Fund's Board of Trustees
will consider the reasons for the lack of approval. Because the Fund adopted
distribution plans for Series A Investor Shares and Series B Investor Shares
before the public issuance of those Shares, and because the distribution fees
payable under the Amended and Restated Distribution and Service Plan are not
being increased, Series A and Series B Investor Shareholders are not being asked
to vote on the Plan at the Meeting.
Section 2 of the Amended and Restated Distribution and Service Plan
attached to the Proxy Statement covers fees payable by the Fund for the
administration and servicing of shareholder accounts.
14
17
These fees do not require shareholder approval pursuant to the Plan or Rule
12b-1 under the 1940 Act and are not being submitted to a vote of shareholders
at the Meeting.
THE FUND'S BOARD OF TRUSTEES RECOMMENDS THAT INSTITUTIONAL AND SERVICE
SHAREHOLDERS VOTE "FOR" THE PLAN.
PROPOSAL 5
(BOND AND BALANCED PORTFOLIOS ONLY)
At the Meeting shareholders of the Managed Income, Intermediate Government,
Short-Term Bond, Intermediate-Term Bond, Government Income and Balanced
Portfolios (the "Bond and Balanced Portfolios") will be asked to approve
revisions to the fundamental investment limitation of these Portfolios on
borrowings. As revised, the fundamental limitation would read as follows:
No Bond or Balanced Portfolio may issue senior securities, borrow
money or pledge its assets, except that a Portfolio may borrow from banks
or enter into reverse repurchase agreements or dollar rolls in amounts
aggregating not more than 33 1/3% of the value of its total assets
(calculated when the loan is made) to take advantage of investment
opportunities and may pledge up to 33 1/3% of the value of its total assets
to secure such borrowings. Each Portfolio is also authorized to borrow an
additional 5% of its total assets without regard to the foregoing
limitations for temporary purposes such as clearance of portfolio
transactions and share redemptions. For purposes of these restrictions, the
purchase or sale of securities on a "when-issued," delayed delivery or
forward commitment basis, the purchase and sale of options and futures
contracts and collateral arrangements with respect thereto are not deemed
to be the issuance of a senior security, a borrowing or a pledge of assets.
Currently, the Bond and Balanced Portfolios may borrow money and enter into
reverse repurchase agreements and dollar rolls as part of their investment
strategy to take advantage of potential investment opportunities. Reverse
repurchase agreements involve sales by a Portfolio of assets concurrently with
an agreement by the Portfolio to repurchase the same assets at a later date at a
fixed price. During the reverse repurchase agreement period, the Portfolio
continues to receive principal and interest payments on these assets. Dollar
rolls are transactions in which a Portfolio sells securities for delivery in the
current month and simultaneously contracts to repurchase substantially similar
(same type, stated maturity and coupon) securities on a specified future date
from the same party. During the roll period, a Portfolio forgoes principal and
interest paid on the securities. The Portfolio is compensated by the difference
between the current sales price and the forward price for the future purchase
(often referred to as the "drop") as well as by the interest earned on the cash
proceeds of the initial sale.
The use of borrowings, reverse repurchase agreements and dollar rolls by a
Portfolio may involve leverage that creates an opportunity for increased net
income, but also creates special risks. In particular, if a Portfolio borrows or
otherwise uses leverage to invest in securities, any investment gains made on
the securities in excess of interest or other amounts paid by the Portfolio will
cause the net asset value of the Portfolio's shares to rise faster than would
otherwise be the case. On the other hand, if the investment performance of the
additional securities purchased fails to cover their cost (including any
interest paid on borrowed money) to the Portfolio, the net asset value of the
Portfolio's shares will decrease faster than would otherwise be the case.
15
18
In addition, reverse repurchase and dollar roll transactions involve the
risk that the market value of the securities a Portfolio is required to purchase
may decline below the agreed upon repurchase price of those securities. If the
broker/dealer or other counterparty to whom a Portfolio sells securities becomes
insolvent, the Portfolio's right to purchase or repurchase securities may be
restricted and the instruments which the Portfolio is required to repurchase may
be worth less than an instrument which the Portfolio originally held when the
Portfolio is able to complete the purchase.
To reduce these risks, a Portfolio will establish a segregated account with
its custodian in which it will maintain cash, U.S. Government securities or
other liquid high-grade debt obligations at least equal in value to its
obligations in respect to borrowings, reverse repurchase agreements and dollar
rolls, and will, except as stated below, limit its borrowings, reverse
repurchase agreements and dollar rolls to 33 1/3% of the value of its total
assets. If a Portfolio's asset coverage for borrowings falls below 300%, the
Portfolio will take prompt action to reduce its borrowings. The Portfolios are
also authorized to borrow an additional 5% of their respective total assets
without regard to the foregoing limitations for temporary purposes such as
clearance of portfolio transactions and share redemptions.
Approval of the proposed revised fundamental borrowing limitation will
provide the Bond and Balanced Portfolios greater flexibility to borrow money and
engage in reverse repurchase and dollar roll transactions for the purposes
stated above than their current fundamental borrowing limitation. In particular,
the Bond and Balanced Portfolios' current fundamental borrowing limitation
permits borrowing for temporary purposes, but precludes a Portfolio from
purchasing additional portfolio securities while aggregate borrowings in amounts
exceeding 5% of the Portfolio's total assets are outstanding. The Bond and
Balanced Portfolios' current fundamental borrowing limitation provides:
No Bond or Balanced Portfolio may borrow money or issue senior
securities, except that each Portfolio may borrow from banks and enter into
reverse repurchase agreements for temporary purposes in amounts up to
one-third of the value of its total assets at the time of such borrowing;
or mortgage, pledge or hypothecate any assets, except in connection with
any such borrowing and then in amounts not in excess of one-third of the
value of the Portfolio's total assets at the time of such borrowing. No
Portfolio will purchase securities while its aggregate borrowings
(including reverse repurchase agreements and borrowings from banks) in
excess of 5% of its total assets are outstanding. Securities held in escrow
or separate accounts in connection with a Portfolio's investment practices
are not deemed to be pledged for purposes of this limitation.
The approval of the revised fundamental investment limitation on borrowing
with respect to a Bond or Balanced Portfolio requires the affirmative vote of
the holders of a "majority of the outstanding Shares" of the Portfolio (as
defined by the 1940 Act), which means the lesser of (a) the holders of 67% or
more of the Shares of the Portfolio present at the Meeting if the holders of
more than 50% of the outstanding Shares of the Portfolio are present in person
or by proxy or (b) more than 50% of the outstanding Shares of the Portfolio.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF THE BOND AND BALANCED
PORTFOLIOS VOTE "FOR" THE REVISED FUNDAMENTAL BORROWING LIMITATION.
16
19
VOTING INFORMATION
RECORD DATE. Only shareholders of record at the close of business on
November 8, 1995 (November 30, 1995 with respect to the New Jersey Municipal
Money Market Portfolio) will be entitled to vote at the Meeting. On that date
the outstanding Shares of each class were as follows:
NUMBER OF
PORTFOLIO AND SHARE CLASS SHARES OUTSTANDING
--------------------------------------------------------------- ------------------
Managed Income
Institutional Shares......................................... 43,340,225.925
Service Shares............................................... 11,396,372.215
Series A Investor Shares..................................... 1,125,876.911
Tax-Free Income
Institutional Shares......................................... 25,549.136
Service Shares............................................... 437,462.180
Series A Investor Shares..................................... 617,354.558
Intermediate Government
Institutional Shares......................................... 13,287,300.033
Service Shares............................................... 4,983,779.579
Series A Investor Shares..................................... 975,609.159
Ohio Tax-Free Income
Institutional Shares......................................... 16,614.470
Service Shares............................................... 482,579.105
Series A Investor Shares..................................... 322,876.367
Series B Investor Shares..................................... 10,625.884
Pennsylvania Tax-Free Income
Institutional Shares......................................... 202,032.472
Service Shares............................................... 1,387,285.131
Series A Investor Shares..................................... 4,133,977.689
Series B Investor Shares..................................... 400,392.950
Short-Term Bond
Institutional Shares......................................... 978,184.842
Service Shares............................................... 686,131.730
Series A Investor Shares..................................... 32,757.292
Intermediate-Term Bond
Institutional Shares......................................... 17,232,917.900
Service Shares............................................... 4,141,694.130
Series A Investor Shares..................................... 75,727.482
Government Income
Series A Investor Shares..................................... 300,879.893
Series B Investor Shares..................................... 971,941.943
Value Equity
Institutional Shares......................................... 36,237,163.623
Service Shares............................................... 12,432,774.972
Series A Investor Shares..................................... 1,237,480.330
17
20
NUMBER OF
PORTFOLIO AND SHARE CLASS SHARES OUTSTANDING
--------------------------------------------------------------- ------------------
Growth Equity
Institutional Shares......................................... 18,229,275.270
Service Shares............................................... 6,055,369.355
Series A Investor Shares..................................... 780,153.529
Small Cap Growth Equity
Institutional Shares......................................... 10,302,940.646
Service Shares............................................... 4,392,825.248
Series A Investor Shares..................................... 559,840.178
Core Equity
Institutional Shares......................................... 20,260,082.848
Service Shares............................................... 7,159,381.679
Series A Investor Shares..................................... 337,599.927
Index Equity
Institutional Shares......................................... 8,025,326.214
Service Shares............................................... 4,740,476.334
Series A Investor Shares..................................... 519,398.623
Small Cap Value Equity
Institutional Shares......................................... 10,969,355.756
Service Shares............................................... 4,129,531.289
Series A Investor Shares..................................... 1,415,244.342
Series B Investor Shares..................................... 107,293.296
International Equity
Institutional Shares......................................... 23,839,894.350
Service Shares............................................... 8,022,134.170
Series A Investor Shares..................................... 1,312,206.848
Series B Investor Shares..................................... 84,136.605
International Emerging Markets
Institutional Shares......................................... 4,213,606.757
Service Shares............................................... 1,920,164.462
Series A Investor Shares..................................... 307,202.053
Balanced
Institutional Shares......................................... 1,813,467.428
Service Shares............................................... 6,415,616.520
Series A Investor Shares..................................... 4,854,398.963
Series B Investor Shares..................................... 246,763.859
Money Market
Institutional Shares......................................... 727,480,151.69
Service Shares............................................... 1,208,927,341.71
Series A Investor Shares..................................... 47,758,850.19
Series B Investor Shares..................................... 27,050.96
18
21
NUMBER OF
PORTFOLIO AND SHARE CLASS SHARES OUTSTANDING
--------------------------------------------------------------- ------------------
Municipal Money Market
Institutional Shares......................................... 39,168,216.64
Service Shares............................................... 254,359,419.64
Series A Investor Shares..................................... 20,187.90
Government Money Market
Institutional Shares......................................... 123,904,297.27
Service Shares............................................... 608,923,027.45
Series A Investor Shares..................................... 1,924,398.95
Ohio Municipal Money Market
Institutional Shares......................................... 18,200,389.76
Service Shares............................................... 50,971,849.43
Series A Investor Shares..................................... 1,121,703.21
Pennsylvania Municipal Money Market
Institutional Shares......................................... 225,078,199.42
Service Shares............................................... 160,272,204.87
Series A Investor Shares..................................... 22,368,734.70
North Carolina Municipal Money Market
Institutional Shares......................................... 69,830,938.81
Service Shares............................................... 5,117,634.64
Series A Investor Shares..................................... 52,951.47
Virginia Municipal Money Market
Institutional Shares......................................... 30,975,480.07
Service Shares............................................... 2,528,280.94
New Jersey Municipal Money Market
Institutional Shares......................................... 5,000,000.00
Service Shares............................................... 22,333.72
Series A Investor Shares..................................... 5,979,548.80
QUORUM. With respect to the election of Trustees and the ratification of
the independent accountant, a quorum is constituted by the presence in person or
by proxy of the holders of more than 50% of the outstanding Shares of the Fund's
Portfolios on an aggregate basis. With respect to the other Proposals to be
voted on at the Meeting, a quorum is constituted with respect to a Portfolio (or
a class of Shares of a Portfolio) by the presence in person or by proxy of the
holders of more than 50% of the outstanding Shares of the Portfolio (or of such
class of Shares of the Portfolio) entitled to vote at the Meeting. For purposes
of determining the presence of a quorum for transacting business at the Meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owners or other persons entitled to vote Shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as Shares that are present at the Meeting but which have not been
voted. Abstentions and broker "non-votes" will have the effect of a "no" vote
for purposes of obtaining the requisite approval of each Proposal other than the
election of Trustees and the ratification of the independent accountant.
19
22
In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present at the Meeting but sufficient votes to approve a
particular Proposal are not received, the persons named as proxies, or their
substitutes, may propose one or more adjournments of the Meeting to permit the
further solicitation of Proxies. Any such adjournment will require the
affirmative vote of a majority of those Shares affected by the adjournment that
are represented at the Meeting in person or by proxy. If a quorum is present,
the persons named as proxies will vote those Proxies which they are entitled to
vote FOR the Proposal in favor of such adjournments, and will vote those Proxies
required to be voted AGAINST such Proposal against any adjournment. A
shareholder vote may be taken with respect to one or more Portfolios or Share
classes (but not other Portfolios or Share classes) on some (but not all)
Proposals before any such adjournment if sufficient votes have been received for
approval.
ANNUAL MEETINGS. The Fund does not intend to hold annual meetings of
shareholders for the election of Board members and other business unless and
until such time as less than a majority of the Trustees holding office have been
elected by the shareholders, at which time the Board will call a shareholder
meeting for the election of Board members. Under certain circumstances, however,
shareholders have the right to call a meeting of shareholders to consider the
removal of one or more Board members and such meetings will be called when
requested by the holders of record of 10% or more of the outstanding Shares of
the Fund. To the extent required by law, the Fund will assist in shareholder
communications in such matters.
OTHER SHAREHOLDER INFORMATION. At the record date for the Meeting,
affiliates of PNC Bank Corp. or their nominees held of record approximately 78%
of the outstanding Shares of the Portfolios as agent or custodian for their
customers. At the record date the name, address and share ownership of each
person who may have possessed sole or shared voting or investment power with
respect to more than 5% of the outstanding Shares of the Fund's respective Share
classes were as follows:
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
Managed Income.......... Saxon & Company 11,380,999.805 99.87% 20.37%
PNC Bank Service Shares
Attn: Income Collections
200 Stevens Drive,
Suite 260
Lester, PA 19113
BHC Securities 708,015.909 62.89% 1.27%
Attn: Mutual Funds Series A Investor
Department Shares
100 N. 20th Street
Philadelphia, PA 19103
Saxon & Company 40,251,037.963 92.87% 72.05%
PNC Bank Institutional
Attn: Income Collections Shares
200 Stevens Drive,
Suite 260
Lester, PA 19113
20
23
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
Tax-Free Income......... Saxon & Company 437,450.098 99.99% 40.49%
PNC Bank Service Shares
Attn: Income Collections
200 Stevens Drive,
Suite 260
Lester, PA 19113
BHC Securities 178,476.446 28.91% 16.52%
Attn: Mutual Funds Series A Investor
Department Shares
100 N. 20th Street
Philadelphia, PA 19103
Saxon & Company 8,975.579 35.13% .83%
PNC Bank Institutional
Attn: Income Collections Shares
200 Stevens Drive,
Suite 260
Lester, PA 19113
First Charter 16,573.557 64.87% 1.53%
National Bank Institutional
Attn: Trust Operations Shares
P.O. Box 228
Concord, NC
Intermediate
Government............ Saxon & Company 4,983,779.579 100.00% 25.89%
PNC Bank Service Shares
Attn: Income Collections
200 Stevens Drive,
Suite 260
Lester, PA 19113
BHC Securities 762,316.538 78.14% 3.96%
Attn: Mutual Funds Series A Investor
Department Shares
100 N. 20th Street
Philadelphia, PA 19103
Saxon & Company 12,548,426.818 94.44% 65.20%
PNC Bank Institutional
Attn: Income Collections Shares
200 Stevens Drive,
Suite 260
Lester, PA 19113
21
24
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
Ohio Tax-Free Income.... Saxon & Company 482,579.105 100.00% 57.95%
PNC Bank Service Shares
Attn: Income Collections
200 Stevens Drive,
Suite 260
Lester, PA 19113
BHC Securities 264,064.419 81.78% 31.71%
Attn: Mutual Funds Dept. Series A Investor
100 N. 20th Street Shares
Philadelphia, PA 19103
Saxon & Company 15,107.617 90.93% 1.81%
PNC Bank Institutional
Attn: Income Collections Shares
200 Stevens Drive,
Suite 260
Lester, PA 19113
Garlow & Company 1,506.853 9.07% .18%
Citizens National Bank Institutional
Attn: Jackie Giggs Shares
12 E. Main Street,
P.O. Box 69
Norwalk, OH 44857
BHC Securities Inc. 1,043.841 9.82% .13%
Attn: Mutual Funds Dept. Series B Investor
One Commerce Square Shares
2005 Market Street,
Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. 5,468.505 51.46% .66%
Attn: Mutual Funds Dept. Series B Investor
One Commerce Square Shares
2005 Market Street,
Suite 1200
Philadelphia, PA 19103
BHC Securities Inc. 1,549.461 14.58% .19%
Attn: Mutual Funds Dept. Series B Investor
One Commerce Square Shares
2005 Market Street,
Suite 1200
Philadelphia, PA 19103
22
25
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
BHC Securities Inc. 2,056.906 19.36% .25%
Attn: Mutual Funds Dept. Series B Investor
One Commerce Square Shares
2005 Market Street,
Suite 1200
Philadelphia, PA 19103
Pennsylvania Tax-Free
Income................ Saxon & Company 1,387,285.131 100.00% 22.65%
PNC Bank Service Shares
Attn: Income Collections
200 Stevens Drive,
Suite 260
Lester, PA 19113
BHC Securities 2,799,511.400 67.72% 45.72%
Attn: Mutual Funds Dept. Series A Investor
100 N. 20th Street Shares
Philadelphia, PA 19103
Saxon & Company 202,032.472 100.00% 3.30%
PNC Bank Institutional
Attn: Income Collections Shares
200 Stevens Drive,
Suite 260
Lester, PA 19113
BHC Securities Inc. 20,763.325 5.19% .34%
Attn: Mutual Funds Dept. Series B Investor
One Commerce Square Shares
2005 Market Street,
Suite 1200
Philadelphia, PA 19103
23
26
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
Short-Term Bond......... Saxon & Company 686,131.730 100.00% 40.43%
PNC Bank Service Shares
Attn: Income Collections
200 Stevens Drive,
Suite 260
Lester, PA 19113
BHC Securities 20,594.834 62.87% 1.21%
Attn: Mutual Funds Series A Investor
Department Shares
100 N. 20th Street
Philadelphia, PA 19103
MMC&P Inc. 1,753.055 5.35% .10%
Recordkeeper for Ohio Series A Investor
Feather Company Inc. Shares
Profit Sharing Plan
One Gateway Center,
11th Floor
Pittsburgh, PA
15222-1416
John L. Silk 4,003.714 12.22% .24%
Rollover IRA Series A Investor
613 Radcon St. Shares
Johnstown, PA 15904
Rafiou Barry & Raye 2,773.668 8.47% .16%
Barry JTWROS Series A Investor
c/o Halco Mining Inc. Shares
900 Two Allegheny Center
Pittsburgh, PA 15212
Saxon & Company 748,327.458 76.50% 44.10%
PNC Bank Institutional
Attn: Income Collections Shares
200 Stevens Drive,
Suite 260
Lester, PA 19113
Medical Practice Account 229,857.384 23.50% 13.54%
Thomas Jefferson Institutional
University Shares
Attn: Treasurers Office
1020 Walnut Street
Philadelphia, PA 19107
24
27
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
Intermediate-Term
Bond.................. Saxon & Company 4,141,694.130 100.00% 19.31%
PNC Bank Service Shares
Attn: Income Collections
200 Stevens Dr.,
Suite 260
Lester, PA 19113
BHC Securities 30,265.809 39.97% .14%
Attn: Mutual Funds Dept. Series A Investor
100 N. 20th St. Shares
Philadelphia, PA 19103
MMC&P Inc. 11,377.554 15.02% .05%
Recordkeeper for Series A Investor
Dairy Farms Shares
Profit-Sharing Plan
One Gateway Center,
11th Floor
Pittsburgh, PA
15222-1416
MMC&P Inc. 20,115.497 26.56% .09%
Recordkeeper for Series A Investor
Wolfers Service Station Shares
Money Purchase
Pension Plan
One Gateway Center,
11th Floor
Pittsburgh, PA
15222-1416
MMC&P Recordkeeper 6,404.147 8.46% .03%
for Central Cambria Series A Investor
Drilling Co. Shares
401k Profit-Sharing Plan
One Gateway Center,
11th Floor
Pittsburgh, PA
15222-1416
Saxon & Company 16,119,182.450 93.54% 75.15%
PNC Bank Institutional
Attn: Income Collections Shares
200 Stevens Drive,
Suite 260
Lester, PA 19113
Government Income....... BHC Securities 279,347.962 92.84% 21.95%
100 N. 20th Street Series A Investor
Philadelphia, PA 19103 Shares
25
28
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
Value Equity............ Saxon & Company 12,425,677.756 99.94% 24.90%
PNC Bank Service Shares
Attn: Income Collections
200 Stevens Dr.,
Suite 260
Lester, PA 19113
BHC Securities 763,383.272 61.69% 1.53%
Attn: Mutual Funds Dept. Series A Investor
100 N. 20th St. Shares
Philadelphia, PA 19103
Saxon & Company 32,993,961.184 91.05% 66.11%
PNC Bank Institutional
Attn: Income Collections Shares
200 Stevens Drive,
Suite 260
Lester, PA 19113
Growth Equity........... Saxon & Company 6,049,841.496 99.91% 24.14%
PNC Bank Service Shares
Attn: Income Collections
200 Stevens Dr.,
Suite 260
Lester, PA 19113
BHC Securities 333,839.351 42.79% 1.33%
Attn: Mutual Funds Dept. Series A Investor
100 N. 20th Street Shares
Philadelphia, PA 19103
MMC&P Inc. 39,705.852 5.09% .16%
Recordkeeper for Series A Investor
Less Tool & Die Shares
401k Plan
One Gateway Center,
11th Floor
Pittsburgh, PA
15222-1416
Saxon & Company 18,186,420.587 99.76% 72.56%
PNC Bank Institutional
Attn: Income Collections Shares
200 Stevens Drive,
Suite 260
Lester, PA 19113
26
29
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
Small Cap Growth
Equity................ Saxon & Company 4,391,157.265 99.96% 28.28%
PNC Bank Service Shares
Attn: Income Collections
200 Stevens Dr.,
Suite 260
Lester, PA 19113
BHC Securities 415,509.435 74.22% 2.72%
Attn: Mutual Funds Dept. Series A Investor
100 N. 20th St. Shares
Philadelphia, PA 19103
Saxon & Company 9,404,586.318 91.28% 61.65%
PNC Bank Institutional
Attn: Income Collections Shares
200 Stevens Drive,
Suite 260
Lester, PA 19113
Core Equity............. Saxon & Company 7,149,980.296 99.87% 25.76%
PNC Bank Service Shares
Attn: Income Collections
200 Stevens Dr.,
Suite 260
Lester, PA 19113
BHC Securities 182,342.861 54.01% .66%
Attn: Mutual Funds Dept. Series A Investor
100 N. 20th St. Shares
Philadelphia, PA 19103
MMC&P Inc. 26,686.582 7.90% .10%
Recordkeeper for Series A Investor
Dairy Farms Shares
Profit-Sharing Plan
One Gateway Center,
11th Floor
Pittsburgh, PA
15222-1416
MMC&P Inc. 30,499.267 9.03% .11%
Recordkeeper for Series A Investor
Caldwells Windoware Shares
401k Profit-Sharing Plan
One Gateway Center,
11th Floor
Pittsburgh, PA
15222-1416
27
30
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
MMC&P Inc. 30,366.394 8.99% .11%
Recordkeeper for Series A Investor
Wolfe Shuman Shares
Profit-Sharing Plan
One Gateway Center,
11th Floor
Pittsburgh, PA
15222-1416
MMC&P Inc. 22,702.462 6.72% .08%
Recordkeeper for Series A Investor
Baumfolder Corporation Shares
401k Plan
One Gateway Center,
11th Floor
Pittsburgh, PA
15222-1416
Saxon & Company 20,072,602.140 99.07% 72.32%
PNC Bank Institutional
Attn: Income Collections Shares
200 Stevens Drive,
Suite 260
Lester, PA 19113
Index Equity............ Saxon & Company 4,740,476.334 100.00% 35.68%
PNC Bank Service Shares
Attn: Income Collections
200 Stevens Dr.,
Suite 260
Lester, PA 19113
BHC Securities 278,852.039 53.69% 2.10%
Attn: Mutual Funds Dept. Series A Investor
100 N. 20th St. Shares
Philadelphia, PA 19103
MMC&P Inc. 31,799.285 6.12% .24%
Recordkeeper for Series A Investor
Optimum Group Shares
401k Profit-Sharing Plan
One Gateway Center,
11th Floor
Pittsburgh, PA
15222-1416
28
31
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
Saxon & Company 7,422,786.468 92.49% 55.87%
PNC Bank Institutional
Attn: Income Collections Shares
200 Stevens Drive,
Suite 260
Lester, PA 19113
Small Cap Value
Equity................ Saxon & Company 4,127,916.869 99.96% 24.83%
PNC Bank Service Shares
Attn: Income Collections
200 Stevens Drive,
Suite 260
Lester, PA 19113
BHC Securities 824,448.787 58.25% 4.96%
Attn: Mutual Funds Dept. Series A Investor
100 N. 20th St. Shares
Philadelphia, PA 19103
Alex Brown & Sons 102,991.040 7.28% .62%
P.O. Box 1346 Series A Investor
Baltimore, MD 21203 Shares
Saxon & Company 9,408,994.656 85.78% 56.61%
PNC Bank Institutional
Attn: Income Collections Shares
200 Stevens Drive,
Suite 260
Lester, PA 19113
BHC Securities Inc. 6,090.031 5.68% .04%
FAO 22478715 Series B Investor
Attn: Mutual Funds Shares
One Commerce Square
2005 Market Street,
Suite 1200
Philadelphia, PA 19102
International Equity.... Saxon & Company 8,016,079.912 99.92% 24.10%
PNC Bank Service Shares
Attn: Income Collections
200 Stevens Dr.,
Suite 260
Lester, PA 19113
29
32
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
BHC Securities 776,792.462 59.20% 2.34%
Attn: Mutual Funds Dept. Series A Investor
100 N. 20th St. Shares
Philadelphia, PA 19103
Saxon & Company 22,499,205.853 94.38% 67.65%
PNC Bank Institutional
Attn: Income Collections Shares
200 Stevens Drive,
Suite 260
Lester, PA 19113
International Emerging
Markets............... Saxon & Company 1,908,634.588 99.40% 29.63%
PNC Bank Service Shares
Attn: Income Collections
200 Stevens Dr.,
Suite 260
Lester, PA 19113
BHC Securities 273,460.284 89.02% 4.25%
Attn: Mutual Funds Series A Investor
Department Shares
100 N. 20th Street
Philadelphia, PA 19103
First Charter National 332,559.150 7.89% 5.16%
Bank Institutional
Attn: Trust Operations Shares
P.O. Box 228
Concord, NC 28026
Saxon & Company 3,879,460.223 92.07% 60.23%
PNC Bank Institutional
Attn: Income Collections Shares
200 Stevens Dr.,
Suite 260
Lester, PA 19113
Balanced................ Saxon & Company 6,415,616.520 100.00% 48.13%
PNC Bank Service Shares
Attn: Income Collections
200 Stevens Drive,
Suite 260
Lester, PA 19113
30
33
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
BHC Securities 3,227,951.363 66.50% 24.22%
Attn: Mutual Funds Dept. Series A Investor
100 N. 20th Street Shares
Philadelphia, PA 19103
Saxon & Company 1,774,364.130 97.84% 13.31%
PNC Bank Institutional
Attn: Income Collections Shares
200 Stevens Drive,
Suite 260
Lester, PA 19113
BHC Securities 13,842.247 5.61% .10%
Attn: Mutual Funds Dept. Series B Investor
One Commerce Square Shares
2005 Market Street,
Suite 1200
Philadelphia, PA 19103
Money Market............ Cash Balance Sweeps 111,663,292.66 9.24% 5.63%
BHC Securities Service Shares
Attn: Cash Sweeps
Department
2005 Market St.
Philadelphia, PA 19103
35 Service 941,862,164.99 77.91% 47.47%
PNC Bank Service Shares
Attn: Income Collections
76-A-260
Airport Business Center/
International Court 2
200 Stevens Dr.
Lester, PA 19113
Sweep 77,840,364.68 6.44% 3.92%
PNC Bank Ohio Service Shares
Attn: Corporate Services
201 E. Fifth St.,
9th Floor
Cincinnati, OH 45202
31
34
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
BHC Securities 37,919,665.24 79.40% 1.91%
FAO Cash Balance Sweeps Series A Investor
Attn: Sweeps Department Shares
2005 Market Street
One Commerce Square,
11th Floor
Philadelphia, PA 19103
35 Institutional 727,360,373.67 99.98% 36.66%
PNC Bank Institutional
Attn: Income Collect Shares
76-A-260
Airport Business Center/
International Court 2
200 Stevens Dr.
Lester, PA 19113
BHC Securities 27,050.96 100% .001%
Attn: Mutual Funds Dept. Series B Investor
One Commerce Square Shares
2005 Market Street,
Suite 1200
Philadelphia, PA 19103
Municipal Money
Market................ Sweep 42,528,626.97 16.72% 14.49%
PNC Bank Pittsburgh Service Shares
Attn: Fund Services,
2nd Floor
960 Ft. Duquesne Blvd.
Pittsburgh, PA 15222
Sweep 20,028,338.03 7.87% 6.82%
PNC Bank Ohio Service Shares
Attn: Corporate Services
201 E. Fifth St.,
9th Floor
Cincinnati, OH 45202
35 Service 171,509,764.88 67.43% 58.43%
PNC Bank Service Shares
Attn: Income Collections
76-A-260
Airport Business Center/
International Court 2
200 Stevens Dr.
Lester, PA 19113
32
35
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
Thomas O. Lloyd 3,256.16 16.13% .001%
4363 S. Licking Pike Series A Investor
Alexandria, KY 41001 Shares
Regina M. Henning 3,203.27 15.87% .001%
1529 S. 28th Street Series A Investor
Philadelphia, PA 19146 Shares
Harry J. Chmelynski and 10,691.20 52.96% .003%
John D. Chmelynski and Series A Investor
Joseph M. Chmelynski and Shares
Harry J. Chmelynski
JT TEN WROS
224 Dodd Avenue
Rehoboth, DE 19971
Michael C. Steinhilber 1,660.71 8.23% .001%
and Ginger L. Series A Investor
Steinhilber Shares
JT TEN WROS
228 Mimosa Ln.
Hatboro, PA 19040
35 Institutional 36,926,913.96 94.28% 12.58%
PNC Bank Institutional
Attn: Income Collect Shares
76-A-260
Airport Business Center/
International Court 2
200 Stevens Drive
Lester, PA 19113
PNC Bank/Saxon & Co. 2,117,000.00 5.40% .72%
FBO Heekin George E. Institutional
Mutual Fund Shares
Processing/2nd Floor
P.O. Box 7780-1888
Philadelphia, PA 19182
Government Money
Market................ Sweep 33,615,876.48 5.52% 4.58%
PNC Bank Ohio Service Shares
Attn: Corporate Services
201 East Fifth Street,
9th Floor
Cincinnati, OH 45202
33
36
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
35 Service 433,772,288.32 71.24% 59.04%
PNC Bank Service Shares
Attn: Income Collect
76-A-260
Airport Business Center/
International Court 2
200 Stevens Drive
Lester, PA 19113
Sweep 34,732,995.47 5.70% 4.73%
PNC Bank Pittsburgh Service Shares
Attn: Fund Services,
2nd Floor
960 Ft. DuQuesue Blvd.
Pittsburgh, PA 15222
Sweep 33,295,868.91 5.47% 4.53%
PNC Bank Northwest Service Shares
Corporate Service/
Dept. 89
P.O. Box 8480
Erie, PA 16553
BHC Securities 239,395.68 12.44% .03%
FAO Cash Balance Sweeps Series A Investor
Attn: Cash Sweeps Shares
Department
2005 Market Street
One Commerce Square,
11th Floor
Philadelphia, PA 19103
MMC&P Inc. Recordkeeper 238,136.75 12.37% .03%
for Series A Investor
Alex C. Ferguson Inc. Shares
Tax Favored Plan
One Gateway Center, 11th
Floor
Pittsburgh, PA
15222-1416
34
37
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
MMC&P Inc. Recordkeeper 143,975.11 7.48% .02%
for Series A Investor
Stalex/Robeson/Ryan Shares
St. Lawrence Inc.
401k Plan
One Gateway Center, 11th
Floor
Pittsburgh, PA
15222-1416
MMC&P Inc. Recordkeeper 147,933.13 7.69% .02%
for Series A Investor
Provident Distributors, Shares
Inc.
One Gateway Center, 11th
Floor
Pittsburgh, PA
15222-1416
Archibald Douglas III 223,062.56 11.59% .03%
4370 Province Line Road Series A Investor
Princeton, NJ 08540 Shares
Rikki Saunders 121,569.03 6.32% .02%
227 Jackson Road Series A Investor
Cochranville, PA 19330 Shares
MMC&P Inc. Recordkeeper 123,011.69 6.39% .02%
for Series A Investor
Optimum Group Shares
401k Profit-Sharing Plan
One Gateway Center, 11th
Floor
Pittsburgh, PA
15222-1416
35 Institutional 121,577,723.80 98.12% 16.55%
PNC Bank Institutional
Attn: Income Collections Shares
76-A-260
Airport Business Center/
International Court 2
200 Stevens Drive
Lester, PA 19113
35
38
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
Ohio Municipal Money
Market................ Cash Balance Sweeps 20,439,471.90 40.10% 29.08%
BHC Securities Service Shares
Attn: Cash Sweeps
Department
2005 Market Street
One Commerce Square,
11th Floor
Philadelphia, PA 19103
35 Service 30,532,377.53 59.90% 43.44%
PNC Bank Service Shares
Attn: Income Collections
76-A-260
Airport Business Center/
International Court 2
200 Stevens Dr.
Lester, PA 19113
Janney Montgomery Scott 716,774.84 63.90% 1.02%
Omnibus Account Series A Investor
1801 Market Street, Shares
9th Floor
Philadelphia, PA 19103
BHC Securities, Inc. 398,084.260 35.49% .57%
FAO Cash Balance Sweeps Series A Investor
Attn: Cash Sweep Shares
Department
2005 Market Street
One Commerce Square,
11th Floor
Philadelphia, PA 19103
Canat & Company 1,942,900.00 10.68% 2.76%
United National Bank & Institutional
Trust Company Shares
P.O. Box 24190
Canton, OH 44701
Wayco & Company 4,233,992.76 23.26% 6.02%
Wayne County National Institutional
Bank Shares
Stephen E. Kitchen
Senior TO
P.O. Box 550
Wooster, OH 44691
36
39
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
35 Institutional 11,622,826.91 63.86% 16.53%
PNC Bank Institutional
Attn: Income Collections Shares
76-A-260
Airport Business Center/
International Court 2
200 Stevens Drive
Lester, PA 19113
Pennsylvania Municipal
Money Market.......... Cash Balance Sweeps 35,337,051.15 22.05% 8.67%
BHC Securities Service Shares
Attn: Cash Sweeps
Department
2005 Market St.
One Commerce Square,
11th Floor
Philadelphia, PA 19103
35 Service 116,469,292.72 72.67% 28.57%
PNC Bank Service Shares
Attn: Income Collections
76-A-260
Airport Business Center/
International Court 2
200 Stevens Dr.
Lester, PA 19113
Janney Montgomery Scott 19,427,421.89 86.85% 4.76%
Omnibus Account Series A Investor
1801 Market Street, Shares
9th Floor
Philadelphia, PA 19103
BHC Securities Inc. 2,460,487.66 11.00% .60%
FAO Cash Balance Sweeps Service A Investor
Attn: Cash Sweeps Shares
Department
2005 Market Street
One Commerce Square,
11th Floor
Philadelphia, PA 19103
37
40
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
35 Institutional 198,989,305.63 88.41% 48.81%
PNC Bank Institutional
Attn: Income Collections Shares
76-A-260
Airport Business Center/
International Court 2
200 Stevens Drive
Lester, PA 19113
North Carolina Municipal
Money Market.......... Bond Dept. 285,570.41 5.58% .38%
Centura Bank Service Shares
Attn: Pat Langston
P.O. Box 1220
Rocky Mount, NC 27802
35 Service 463,757.92 9.06% .62%
PNC Bank Service Shares
Attn: Income Collections
76-A-260
Airport Business Center/
International Court 2
200 Stevens Drive
Lester, PA 19113
Mutual Partners 1,368,024.94 26.73% 1.82%
Corporate Service Shares
First Charter National
Bank
Cash Sweep
P.O. Box 228
Concord, NC 28026
Trust Co. of the South 3,000,281.37 58.62% 4.00%
CMA Service Shares
Attn: Trust Operations
3041 South Church Street
Burlington, NC 27215
Robert E. Morris 20,768.340 39.22% .03%
113 Foothills Dr. Series A Investor
Horse Shoe, NC 28742 Shares
Lucia Milano and 32,183.130 60.78% .04%
Joseph De Muro and Series A Investor
Mary De Muro JT TEN Shares
136 Sanair Ct.
Apex, NC 27502
38
41
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
Willbranch & Company 4,172,077.61 5.97% 5.56%
Branch Banking & Trust Institutional
Company Shares
Attn: Terry Wall/
Trust Dept.
P.O. Box 1847
Wilson, NC 27893
Centura Bank 8,411,296.06 12.05% 11.21%
Attn: Barbara Landis Institutional
P.O. Box 1220 Shares
Rocky Mount, NC 27802
WACCO 20,287,505.27 29.05% 27.05%
United Carolina Bank Institutional
Whiteville Shares
Attn: Trust Dept.
P.O. Drawer 632
Whiteville, NC 28472
First Charter National 3,883,349.70 5.56% 5.18%
Bank Institutional
Attn: Trust Operations Shares
P.O. Box 228
Concord, NC 28026
McWood & Company 12,684,288.71 18.16% 16.91%
First Citizens Bank Institutional
Attn: Penny Eason/ Shares
Trust Dept.
P.O. Box 29522
Raleigh, NC 27626
North Carolina Trust 10,829,200.00 15.51% 14.44%
Company Institutional
Dana Petroff/Trust Shares
Acctg. Dept.
301 N. Elm Street
P.O. Box 1108
Greensboro, NC 27402
Central Carolina Bank & 4,196,439.02 6.01% 5.60%
Trust Co. Institutional
Attn: Trust Operations Shares
P.O. Box 30010
Durham, NC 27702
39
42
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
Virginia Municipal Money
Market................ Saxon & Company 885,252.57 35.01% 2.64%
PNC Bank Service Shares
Attn: Income Collections
76-A-260
Airport Business Center/
International Court 2
200 Stevens Drive
Lester, PA 19113
Ambro & Company 1,643,028.37 64.99% 4.90%
American National Service Shares
Bank & Trust Co.
P.O. Box 191
Danville, VA 24543
Piedmont Company 7,110,808.41 22.96% 21.22%
Piedmont Trust Bank Institutional
Attn: Lynn Calaman Shares
P.O. Box 4751
Martinsville, VA 24115
Oldom & Co. 21,159,761.00 68.31% 63.16%
First Virginia Bank Inc. Institutional
Trust Investment Dept. Shares
Attn: Rose M. Gates
6400 Arlington Blvd.
Falls Church, VA 22042
New Jersey Municipal
Money Market.......... PNC Bank 22,333.720 100% 2.03%
35 Service Service Shares
Attn: Income Collections
Airport Business Center/
International Court 2
200 Stevens Drive
Lester, PA 19113
BHC Securities 5,927,300.620 99.12% 53.88%
FAO Cash Balance Sweeps Series A Investor
Attn: Cash Sweeps Dept. Shares
2005 Market Street
One Commerce Square,
11th Floor
Philadelphia, PA 19103
40
43
PERCENTAGE PERCENTAGE OF
CLASS AND AMOUNT OF OF CLASS PORTFOLIO SHARES
PORTFOLIO NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ------------------------ ------------------------ ------------------- ---------- ----------------
Wheat First Butcher 5,000,000 100% 45.45%
Singer Inc. Institutional
FBO M. Samson Shares
Internal Account
#69282762
Commonwealth Investment
Counsel
Box 1357
Richmond, VA 23211
ADDITIONAL INFORMATION ABOUT OFFICERS OF THE FUND
Officers of the Fund are elected and appointed by the Trustees and hold
office until they resign, are removed or are otherwise disqualified to serve.
The following table sets forth certain information about the Fund's officers who
are not also Trustees.
POSITION WITH BUSINESS EXPERIENCE
NAME AGE OFFICER SINCE THE FUND DURING PAST FIVE YEARS
- --------------------- --- ------------- ---------------- -------------------------------
Edward J. Roach...... 71 December 1988 Vice President, Certified Public Accountant;
Treasurer Vice Chairman of the Board, Fox
Chase Cancer Center; Trustee
Emeritus, Pennsylvania School
for the Deaf; Trustee,
Immaculata College from 1983 to
1994; Director, Biotrol USA,
Inc. from 1989 to 1993; Officer
of a number of investment
companies advised by PNC Bank
Corp. affiliates.
Morgan R. Jones...... 56 December 1988 Secretary Partner of the law firm of
Drinker Biddle & Reath,
Philadelphia, Pennsylvania;
Director, Rocking Horse Child
Care Centers of America, Inc;
Chairman of the Board,
Philadelphia First Group, Inc.
41
44
BENEFICIAL OWNERSHIP OF FUND SHARES BY FUND OFFICERS
The following table sets forth certain information as of November 27, 1995
about the beneficial ownership of Fund Shares by the officers of the Fund who
are not also Trustees.
NAME OF
BENEFICIAL AMOUNT AND NATURE PERCENT OF PERCENT OF
TITLE OF CLASS OWNER OF BENEFICIAL OWNERSHIP CLASS PORTFOLIO
- ---------------------------- ------------- -------------------------- ---------- ----------
Institutional Shares of the Robert R. 2,701.01 Shares held by .01% .01%
International Equity Fortune and Messrs. Fortune and Roach
Portfolio Edward J. as Trustees for trust
Roach as under an employee benefit
Trustees plan(1)
Institutional Shares of the Robert R. 8,917.306 Shares held by .02% .02%
Value Equity Portfolio Fortune and Messrs. Fortune and Roach
Edward J. as Trustees for trust
Roach as under an employee benefit
Trustees plan(1)
Institutional Shares of the Robert R. 3,081.71 Shares held by .03% .02%
Small Cap Value Equity Fortune and Messrs. Fortune and Roach
Portfolio Edward J. as Trustees for trust
Roach as under an employee benefit
Trustees plan(1)
- ---------------
(1) Mr. Roach is also a beneficiary of the employee benefit plan.
ADDITIONAL INFORMATION ABOUT INVESTMENT ADVISER, SUB-ADVISERS,
DISTRIBUTOR AND ADMINISTRATORS
PAMG, PIMC, PCM, PEAC, BLACKROCK AND PDI. PIMC's principal offices are
located at Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington,
Delaware 19809. PCM's principal offices are located at 1700 Market Street, 27th
Floor, Philadelphia, Pennsylvania 19103. PEAC's principal offices are located at
1835 Market Street, 15th Floor, Philadelphia, Pennsylvania 19103. BlackRock's
principal offices are located at 345 Park Avenue, New York, New York 10154.
PAMG, PIMC, PCM, PEAC and BlackRock are each registered as an investment
adviser under the Investment Advisers Act of 1940. PIMC, PCM, PEAC and BlackRock
are wholly-owned corporate subsidiaries of PAMG. All of the capital stock of
PAMG, which is located at 1835 Market Street, 15th Floor, Philadelphia,
Pennsylvania 19103, is owned by PNC Bank. All of the capital stock of PNC Bank,
which has principal offices at Broad and Chestnut Streets, Philadelphia,
Pennsylvania 19101, is owned by PNC Bancorp, Inc. All of the capital stock of
PNC Bancorp, Inc., which is located at 3411 Silverside Road, Wilmington,
Delaware 19810, is owned by PNC Bank Corp. At August 31, 1995, Cede & Company
(the nominee of Depository Trust Company) owned the following securities issued
by PNC Bank Corp.: 56,473,615 shares (23.87%) of Common Stock; 3,109 shares
(17.03%) of Cumulative Convertible Preferred Series B Stock; and 101,135 shares
(21.05%) of Cumulative Convertible Preferred Series D Stock. The address of Cede
& Company is P.O. Box 20, Bowling Green Station, New York, New York 10004. To
the Fund's knowledge, no other person owned beneficially or of record 10% or
more of any class of issued and outstanding voting securities of PNC Bank Corp.
at August 31, 1995.
42
45
BlackRock Financial Management L.P. (the predecessor of BlackRock) sold its
business to PAMG on February 28, 1995. At the time of the sale, BlackRock
Financial Management L.P. changed from a limited partnership to a corporation
and changed its name to BlackRock Financial Management, Inc.
The name and principal occupation of the principal executive officer and
each director of PAMG as of September 30, 1995 were as follows: Richard C.
Caldwell, Chairman of PAMG and Executive Vice President of PNC Bank Corp.; J.
Richard Carnall, Chairman of PIMC and Executive Vice President, PNC Bank, N.A.;
Young D. Chin, Chairman and Chief Executive Officer of PCM; Robert J. Christian,
Chief Investment Officer of PNC Bank, N.A.; Vincent J. Ciavardini, President,
Chief Financial Officer and Director of PFPC Inc., Senior Vice President of
PIMC; Laurence D. Fink, Chairman and Chief Executive Officer of BlackRock; Ralph
L. Schlosstein, President of BlackRock; Thomas Whitford, Senior Vice President
of PAMG. All of the above persons may be reached c/o PAMG, 1835 Market Street,
15th Floor, Philadelphia, Pennsylvania 19103.
The name and principal occupation of the principal executive officer and
each director of PIMC as of September 30, 1995 were as follows: J. Richard
Carnall, Chairman of PIMC and Executive Vice President, PNC Bank, N.A.; Richard
C. Caldwell, Executive Vice President, PNC Bank Corp.; Richard L. Smoot,
President and Chief Executive Officer, PNC Bank, N.A. (Philadelphia); Joseph N.
Sgroi, Jr., Vice President and Secretary, PNC Bank, Delaware, N.A.; and Thomas
H. Nevin, President and Chief Investment Officer. All of the above persons may
be reached c/o PIMC, 400 Bellevue Parkway, Wilmington, Delaware 19809.
The name and principal occupation of the principal executive officer and
each director of PCM as of September 30, 1995 were as follows: Richard C.
Caldwell, Executive Vice President of PNC Bank Corp.; Ernest E. Cecilia, Chief
Investment Officer, President and Chief Executive Officer of PEAC; Robert J.
Christian, Chief Investment Officer of PNC Bank Corp.; Young D. Chin, President
and Chief Executive Officer of PCM; Timothy M. Alles, Chief Financial Officer
and Treasurer of PEAC; and Lynn K. Shipman, Secretary of PCM. All of the above
persons may be reached c/o PCM, 1700 Market Street, 27th Floor, Philadelphia,
Pennsylvania 19103.
The name and principal occupation of the principal executive officer and
each director of PEAC as of September 30, 1995 were as follows: Ernest E.
Cecilia, Chief Investment Officer, President and Chief Executive Officer of
PEAC; Timothy M. Alles, Chief Financial Officer and Treasurer of PEAC; Richard
C. Caldwell, Executive Vice President of PNC Bank Corp.; Young D. Chin,
President and Chief Executive Officer of PCM; Robert J. Christian, Chief
Investment Officer of PNC Bank, N.A.; Lisa P. Howard, Chief Compliance Officer
of PEAC; Leah L. Tompkins, Secretary and Chief Legal Counsel of PEAC; and Thomas
H. O'Brien, Chief Executive Officer of PNC Bank Corp. All of the above persons
may be reached c/o PEAC, 1835 Market Street, 15th Floor, Philadelphia,
Pennsylvania 19103.
The name and principal occupation of the principal executive officers and
each director of BlackRock as of September 30, 1995 were as follows: Laurence D.
Fink, Chairman and Chief Executive Officer; Ralph L. Schlosstein, President; and
Richard C. Caldwell, Executive Vice President of PNC Bank Corp. All of the above
may be reached c/o BlackRock, 345 Park Avenue, New York, New York 10154.
PAYMENTS TO PAMG AFFILIATES. PNC Bank serves as the custodian of the
Fund's assets. The Fund pays PNC Bank an annual fee for its custodial services
equal to $.25 for each $1,000 of average gross assets for the first $50 million
of each Portfolio's average gross assets, $.20 for each $1,000 of average gross
assets for the next $50 million of each Portfolio's average gross assets, and
$.15 per each $1,000 of average gross assets of each Portfolio in excess of $100
million.
43
46
Compass Capital Group, Inc. ("CCG"), PFPC Inc. ("PFPC") and PDI serve as
co-administrators to the Fund. CCG and PFPC are affiliated with PIMC and PNC
Bank. CCG's offices are located at 345 Park Avenue, New York, New York 10154.
PFPC's offices are located at 400 Bellevue Parkway, Wilmington, DE 19809. CCG is
entitled to receive a fee, computed daily and payable monthly, at an annual rate
of .03% of each Portfolio's average daily net assets. PFPC and PDI are entitled
to receive a combined fee, computed daily and payable monthly, at the following
annual rates: with respect to each Money Market Portfolio, .15% of the first
$500 million of each Portfolio's average daily net assets, .13% of the next $500
million of each Portfolio's average daily net assets, .11% of the next $1
billion of each Portfolio's average daily net assets and .10% of each
Portfolio's average daily net assets in excess of $2 billion; and with respect
to the other Portfolios, .20% of the first $500 million of each Portfolio's
average daily net assets, .18% of the next $500 million of each Portfolio's
average daily net assets, .16% of the next $1 billion of each Portfolio's
average daily net assets and .15% of each Portfolio's average daily net assets
in excess of $2 billion.
PFPC also serves as the Fund's transfer agent, registrar and dividend
disbursing agent. For its services as transfer agent, PFPC receives fees with
respect to each Portfolio based upon the number of shareholder accounts
maintained by PFPC, the average net assets allocable to each Portfolio's Service
and Institutional Shares and out-of-pocket expenses. Specifically, PFPC receives
fees at the annual rate of .03% of the average daily net asset value of each
Portfolio's outstanding Service and Institutional Shares, plus account fees and
disbursements. With respect to the Portfolios' Series A and Series B Investor
Shares, PFPC receives per account fees, with minimum annual fees of $24,000 per
Series A Investor Share class and Series B Investor Share class of each
Portfolio, plus disbursements.
44
47
The table below sets forth the custodial, administration and transfer
agency fees paid by the Fund during the fiscal year ended September 30, 1995:
CUSTODY ADMINISTRATION TRANSFER AGENCY
FEES PAID* FEES PAID* FEES PAID*
----------- -------------- ---------------
Managed Income............................. $98,883 $751,452 $ 105,887
Tax-Free Income............................ 12,585 0 14,679
Intermediate Government.................... 46,733 244,417 33,776
Ohio Tax-Free Income....................... 12,947 0 10,216
Pennsylvania Tax-Free Income............... 15,842 68,050 35,808
Short-Term Bond............................ 16,621 4,724 7,880
Intermediate-Term Bond..................... 39,889 139,960 30,988
Government Income.......................... 20,511 0 16,811
Value Equity............................... 109,189 1,083,967 120,887
Growth Equity.............................. 55,404 360,966 55,024
Small Cap Growth Equity.................... 53,676 238,595 39,771
Core Equity................................ 49,975 288,666 46,370
Small Cap Value Equity..................... 48,659 359,637 63,324
International Equity....................... 543,795 689,601 87,372
International Emerging Markets............. 75,032 41,383 21,097
Balanced................................... 46,146 216,630 88,890
Money Market............................... 239,568 1,686,008 278,046
Municipal Money Market..................... 64,588 208,246 65,605
Government Money Market.................... 114,217 631,041 145,559
Ohio Money Market.......................... 20,010 43,263 24,256
Pennsylvania Municipal Money Market........ 74,280 322,632 75,870
North Carolina Municipal Money Market...... 27,356 24,058 51,335
Virginia Municipal Money Market............ 16,615 0 11,696
- ---------------
* The New Jersey Municipal Money Market Portfolio had not commenced investment
operations as of September 30, 1995.
It is expected that PNC Bank, CCG and PFPC will continue to provide
custody, administration and transfer agency services to the Fund after the
Meeting.
45
48
The table below sets forth the fees paid by the Fund to PAMG affiliates
under the Fund's Amended and Restated Service Plan for Service Shares (the
"Service Plan") during the fiscal year ended September 30, 1995. Pursuant to the
Service Plan, service organizations are entitled to aggregate fees ("Service
Plan Fees") at the maximum annual rate of .30% of the average daily net asset
value of each Portfolio's outstanding Service Shares for sub-accounting,
sub-transfer agency and shareholder liaison services.
SERVICE PLAN FEES SERVICE PLAN FEES
PAID TO PAID TO
PNC BANK* PNC SECURITIES CORP.*
----------------- -----------------------
Managed Income................................ $58,684 $ 0
Tax-Free Income............................... 2,288 0
Intermediate Government....................... 24,955 0
Ohio Tax-Free Income.......................... 2,574 0
Pennsylvania Tax-Free Income.................. 6,892 0
Short-Term Bond............................... 3,288 0
Intermediate-Term Bond........................ 19,004 0
Value Equity.................................. 85,211 0
Growth Equity................................. 38,429 0
Small Cap Growth Equity....................... 31,052 0
Core Equity................................... 42,073 0
Small Cap Value Equity........................ 30,406 0
International Equity.......................... 52,931 0
International Emerging Markets................ 7,467 0
Balanced...................................... 43,002 0
Money Market.................................. 560,174 0
Municipal Money Market........................ 133,013 0
Government Money Market....................... 269,682 10,227
Ohio Municipal Money Market................... 15,253 0
Pennsylvania Municipal Money Market........... 62,133 696
North Carolina Municipal Money Market......... 254 0
Virginia Municipal Money Market............... 422 0
- ---------------
* The New Jersey Municipal Money Market Portfolio had not commenced investment
operations as of September 30, 1995.
46
49
The table below sets forth the distribution fees paid by the Fund to PAMG
affiliates under the Fund's Amended and Restated Series A Distribution and
Service Plan for Series A Investor Shares during the fiscal year ended September
30, 1995. During the last fiscal year, payments under this Plan were limited to
the maximum annual rate of .55% of the average daily net asset value of each
Portfolio's outstanding Series A Investor Shares.
SERIES A DISTRIBUTION SERIES A DISTRIBUTION
FEES PAID TO PNC FEES PAID TO PNC
SECURITIES CORP.* BROKERAGE CORP.*
--------------------- ---------------------
Managed Income................................ $ 9,037 $ 9,390
Tax-Free Income............................... 0 15,181
Intermediate Government....................... 2,558 0
Ohio Tax-Free Income.......................... 0 1,769
Pennsylvania Tax-Free Income.................. 0 54,985
Short-Term Bond............................... 108 108
Intermediate-Term Bond........................ 553 0
Value Equity.................................. 9,798 7,321
Growth Equity................................. 12,461 4,357
Small Cap Growth Equity....................... 5,035 0
Core Equity................................... 2,976 0
Small Cap Value Equity........................ 12,861 10,466
Index Equity.................................. 4,839 2,118
International Equity.......................... 15,143 5,139
Balanced...................................... 18,297 56,854
Money Market.................................. 24,093 5,108
Municipal Money Market........................ 31 112
Government Money Market....................... 5,545 3,144
Ohio Municipal Money Market................... 0 88
Pennsylvania Municipal Money Market........... 0 641
North Carolina Municipal Money Market......... 0 19
- ---------------
* The New Jersey Municipal Money Market Portfolio had not commenced investment
operations as of September 30, 1995.
Under the Fund's current Series B Distribution Plan for Series B Investor
Shares, Provident Distributors, Inc. ("PDI"), the Fund's distributor, is
entitled to receive distribution fees ("Series B Distribution Fees") at the
maximum annual rate of .75% of the average daily net asset value of each
Portfolio's outstanding Series B Investor Shares. The Series B Distribution Fees
paid to PDI are used to pay for the expenses associated with distribution
activities, payments to other entities for distribution assistance and the
expense of financing those expenses and payments. PDI has entered into an
agreement with PNC Investment Corp. ("PNCIC"), an affiliate of PAMG, which
provides financing for the payment of commissions and other fees payable to
entities that sell Series B Investor Shares. Under the terms of that agreement,
PDI has sold and assigned to PNCIC the Series B Distribution Fees payable to
PDI. During the fiscal year ended September 30, 1995, PNCIC received Series B
Distribution Fees of $467, $15,286, $42,314, $6,258, $5,330 and $14,053 with
respect to the Ohio Tax-Free Income, Pennsylvania Tax-Free Income, Government
Income, Small Cap Value Equity, International Equity and Balanced Portfolios,
respectively.
47
50
OTHER INVESTMENT COMPANIES ADVISED BY PIMC AND BLACKROCK. The table below
sets forth certain information concerning the other investment companies for
which PIMC and BlackRock act as investment adviser or sub-adviser, and describes
the existing fee agreements with them as of August 31, 1995. PIMC and BlackRock
were waiving, as of the date of this Proxy Statement, some or all of the fees
payable by certain of the companies listed below. Those waivers are not
reflected in the table. As of the date of this Proxy Statement, PAMG, PEAC and
PCM did not serve as investment adviser or sub-adviser to any other investment
companies.
PIMC ADVISED FUNDS
NET ASSETS
AS OF
NAME OF INVESTMENT COMPANY AUGUST 31, 1995 ANNUAL FEE
AND/OR PORTFOLIO (000S) (BASED ON AVERAGE NET ASSETS)
- -------------------------------------------- --------------- -----------------------------
Independence Square Income Securities Inc.
("ISIS").................................. $33,064 .20% of net assets.
Provident Institutional Funds, Inc. Short
Duration Fund............................. $81,340 .40% of net assets.
Provident Institutional Funds, Inc.
Intermediate Duration Fund................ $20,573 .40% of net assets.
Municipal Fund for Temporary Investment
Intermediate Municipal Fund Portfolio..... $6,432 .20% of net assets.
Municipal Fund for Temporary Investment
MuniFund Portfolio........................ $712,642 .175% of the first $1
billion; .15% of the next $1
billion; .125% of the next $1
billion; .1% of the next $1
billion; .095% of the next $1
billion; .09% of the next $1
billion; .085% of the next $1
billion; .08% of net assets
over $7 billion.
Municipal Fund for Temporary Investment
MuniCash Portfolio........................ $406,890 Same as MuniFund Portfolio.
Trust for Federal Securities, Federal Trust
Fund...................................... $289,683 .175% of the first $1 billion
of the combined net assets of
FedFund, T-Fund, FedCash
Fund, T-Cash Fund, Federal
Trust Fund and Treasury Trust
Fund; .150% of the next $1
billion; .125% of the next $1
billion; .100% of the next $1
billion; .095% of the next $1
billion; .090% of the next $1
billion; .085% of the next $1
billion; .080% of combined
net assets over $7 billion.
48
51
NET ASSETS
AS OF
NAME OF INVESTMENT COMPANY AUGUST 31, 1995 ANNUAL FEE
AND/OR PORTFOLIO (000S) (BASED ON AVERAGE NET ASSETS)
- -------------------------------------------- --------------- -----------------------------
Trust for Federal Securities, FedCash
Fund...................................... $429,340 Same as Federal Trust Fund.
Trust for Federal Securities, Treasury
Trust Fund................................ $1,275,889 Same as Federal Trust Fund.
Trust for Federal Securities, T-Fund........ $1,393,108 Same as Federal Trust Fund.
Trust for Federal Securities, T-Cash
Portfolio................................. $478,584 Same as Federal Trust Fund.
Trust for Federal Securities, FedFund....... $1,487,959 Same as Federal Trust Fund.
Trust for Federal Securities, Short
Government Portfolio...................... $4,488 .20% of net assets.
Temporary Investment Fund, Inc., TempFund... $5,955,973 .175% of the first $1
billion; .15% of the next $1
billion; .125% of the next $1
billion; .1% of the next $1
billion; .095% of the next $1
billion; .09% of the next $1
billion; .08% of the next $1
billion; .075% of the next $1
billion; .07% of its net
assets over $8 billion.
Temporary Investment Fund, Inc., TempCash
Portfolio................................. $2,530,175 .175% of the first $1
billion; .15% of the next $1
billion; .125% of the next $1
billion; .1% of the next $1
billion; .095% of the next $1
billion; .09% of the next $1
billion; .085% of the next $1
billion; .08% of its net
assets over $7 billion.
The RBB Fund, Inc., Money Market
Portfolio................................. $1,821,372 .45% of first $250 million;
.40% of next $250 million;
.35% of net assets over $500
million.
The RBB Fund, Inc., Government Obligations
Money Market Portfolio.................... $512,459 Same as RBB Money Market
Portfolio.
The RBB Fund, Inc., Municipal Money Market
Portfolio................................. $422,754 .35% of first $250 million;
.30% of next $250 million;
.25% of net assets in excess
of $500 million.
The RBB Fund, Inc., Government Securities
Portfolio................................. $10,771 .40% of first $250 million;
.35% of next $250 million;
.30% in excess of $500
million.
49
52
NET ASSETS
AS OF
NAME OF INVESTMENT COMPANY AUGUST 31, 1995 ANNUAL FEE
AND/OR PORTFOLIO (000S) (BASED ON AVERAGE NET ASSETS)
- -------------------------------------------- --------------- -----------------------------
The RBB Fund, Inc., Tax-Free Portfolio...... $4,117 .50% of first $250 million;
.45% of next $250 million;
.40% of net assets over $500
million.
Chestnut Street Exchange Fund............... $238,255 .50% of the first $100
million; .40% of net assets
exceeding $100 million.
The Arbor Fund, California Tax-Exempt
Portfolio.................................. $385,568* .075%
The Arbor Fund, Institutional Tax-Free
Portfolio................................. $95,150* .075%
PIMC SUB-ADVISED FUNDS
NET ASSETS
AS OF
NAME OF INVESTMENT COMPANY AUGUST 31, 1995 ANNUAL FEE
AND/OR PORTFOLIO (000S) (BASED ON AVERAGE NET ASSETS)
- -------------------------------------------- --------------- -----------------------------
Alex Brown Cash Reserve Fund, Inc. Tax-Free
Series.................................... $522,765 .15% of first $250 million;
.13% of the next $250
million; .11% of the next
$250 million; .09% of the
next $250 million; .075% of
the next $3 billion; .06% in
excess of $4 billion.
First Funds US Treasury Money Market
Portfolio................................. $75,830 .08% of first $500 million of
the combined net assets of
the U.S. Treasury Money
Market, U.S. Government Money
Market, Municipal Money
Market and Cash Reserve
Portfolios; .06% of next $500
million; .05% of combined net
assets over $1 billion.
First Funds US Government Money Market
Portfolio................................. $103,763 .08% of first $500 million of
the combined net assets of
the U.S. Treasury Money
Market, U.S. Government Money
Market, Municipal Money
Market and Cash Reserve
Portfolios; .06% of next $500
million; .05% of combined net
assets over $1 billion.
- ---------------
* These figures reflect net assets as of November 29, 1995.
50
53
NET ASSETS
AS OF
NAME OF INVESTMENT COMPANY AUGUST 31, 1995 ANNUAL FEE
AND/OR PORTFOLIO (000S) (BASED ON AVERAGE NET ASSETS)
- -------------------------------------------- --------------- -----------------------------
First Funds Municipal Money Market
Portfolio................................. $109,013 .08% of first $500 million of
the combined net assets of
the U.S. Treasury Money
Market, U.S. Government Money
Market, Municipal Money
Market and Cash Reserve
Portfolios; .06% of next $500
million; .05% of combined net
assets over $1 billion.
First Funds Cash Reserve Portfolio.......... $15,403 .08% of first $500 million of
the combined net assets of
the U.S. Treasury Money
Market, U.S. Government Money
Market, Municipal Money
Market and Cash Reserve
Portfolios; .06% of next $500
million; .05% of combined net
assets over $1 billion.
Warburg Pincus Cash Reserve Reserve Fund.... $273,891 .25% of net assets.
Warburg Pincus New York Tax-Exempt Fund..... $72,704 .25% of net assets.
BLACKROCK ADVISED FUNDS
NET ASSETS
AS OF ANNUAL FEE
NAME OF INVESTMENT COMPANY AUGUST 31, 1995 (BASED ON AVERAGE NET
AND/OR PORTFOLIO (000S) ASSETS)
- ---------------------------------------------- --------------- ----------------------------
The BlackRock Advantage Term Trust Inc........ $95,054 .60% of the average weekly
net assets until December
31, 1995; .50% from January
1, 1996 through December 31,
2000; .40% from January 1,
2001 through termination.
The BlackRock Income Trust Inc................ $475,096 .65% of the average weekly
net assets.
The BlackRock Municipal Target Term Trust
Inc......................................... $496,610 .35% of the average weekly
total assets.
51
54
NET ASSETS
AS OF ANNUAL FEE
NAME OF INVESTMENT COMPANY AUGUST 31, 1995 (BASED ON AVERAGE NET
AND/OR PORTFOLIO (000S) ASSETS)
- ---------------------------------------------- --------------- ----------------------------
The BlackRock 1998 Term Trust Inc............. $562,149 .50% of the average weekly
net assets until December
31, 1994; .40% from January
1, 1995 through December 31,
1996; .30% from January 1,
1997 through termination.
The BlackRock 1999 Term Trust Inc............. $195,107 .40% of the average weekly
net assets.
The BlackRock 2001 Term Trust Inc............. $1,237,786 .40% of the average weekly
net assets.
The BlackRock Insured Municipal 2008 Term
Trust Inc................................... $425,308 .35% of the average weekly
total assets.
The BlackRock Broad Investment Grade 2009 Term
Trust Inc................................... $38,743 .55% of the average weekly
net assets.
The BlackRock North American Government Income
Trust Inc................................... $398,488 .60% of the average weekly
net assets.
The BlackRock Strategic Term Trust Inc........ $511,146 .60% of the average weekly
net assets until December
31, 1994; .45% from January
1, 1995 through December 31,
1998; .30% from January 1,
1999 through termination.
The BlackRock Target Term Trust Inc........... $931,501 .45% of the average weekly
net assets until December
31, 1996; .30% from January
1, 1997 through termination.
The BlackRock Insured Municipal Term Trust
Inc......................................... $275,849 .35% of the average weekly
total assets.
The BlackRock Investment Quality Term Trust
Inc......................................... $236,030 .60% of the average weekly
net assets until December
31, 1998; .50% from January
1, 1999 through December 31,
2002; .40% from January 1,
2003 through termination.
The BlackRock Investment Quality Municipal
Trust Inc................................... $230,641 .35% of the average weekly
total assets.
52
55
NET ASSETS
AS OF ANNUAL FEE
NAME OF INVESTMENT COMPANY AUGUST 31, 1995 (BASED ON AVERAGE NET
AND/OR PORTFOLIO (000S) ASSETS)
- ---------------------------------------------- --------------- ----------------------------
The BlackRock New Jersey Investment Quality
Municipal Trust Inc......................... $13,184 .35% of the average weekly
total assets.
BLACKROCK SUB-ADVISED FUNDS
NET ASSETS
AS OF ANNUAL FEE
NAME OF INVESTMENT COMPANY AUGUST 31, 1995 (BASED ON AVERAGE NET
AND/OR PORTFOLIO (000S) ASSETS)
- ---------------------------------------------- --------------- ----------------------------
Provident Institutional Funds, Inc. Short
Duration Fund............................... See PIMC .25% of net assets.
Advised
Funds
Provident Institutional Funds, Inc.
Intermediate Duration Fund.................. See PIMC .25% of net assets.
Advised
Funds
Investors Trust Government Fund............... $1,183,027 .15% of average daily net
asset value up to $5
million; .10% of the next
$250 million; .05% of next
$500 million; .045% in
excess of $1.25 billion.
Sierra Variable Trust -- U.S. Government
Fund........................................ $48,343 .185% of average daily net
asset value up to $650
million; .15% of the next
$350 million; .10% in excess
of $1 billion.
Sierra Trust Funds -- U.S. Government Fund.... $487,889 .185% of average daily net
asset value up to $650
million; .15% of the next
$350 million; .10% in excess
of $1 billion.
Sierra Trust Funds -- Target Maturity 2008.... $2,948 Greater of .05% of average
daily net assets or $25,000.
Frank Russell Investment Company Volatility
Constrained Bond Fund....................... $45,822 .25% of average daily net
assets up to $1 billion;
.20% in excess of $1
billion.
Frank Russell Investment Company Fixed Income
II Fund..................................... $39,260 .25% of average daily net
assets up to $1 billion;
.20% in excess of $1
billion.
53
56
The Glass-Steagall Act, among other things, prohibits banks from engaging
to any extent in the business of underwriting securities, although national and
state-chartered banks generally are permitted to purchase and sell securities
upon the order and for the account of their customers. In 1971, the United
States Supreme Court held in Investment Company Institute v. Camp that the
Glass-Steagall Act prohibits a national bank from operating a fund for the
collective investment of managing agency accounts. Subsequently, the Board of
Governors of the Federal Reserve System (the "Board") issued a regulation and
interpretation to the effect that the Glass-Steagall Act and such decision
forbid a bank holding company registered under the Federal Bank Holding Company
Act of 1956 (the "Holding Company Act") or any non-bank affiliate thereof from
sponsoring, organizing or controlling a registered, open-end investment company
continuously engaged in the issuance of its shares, but do not prohibit such a
holding company or affiliate from acting as investment adviser, transfer agent
and custodian to an investment company. In 1981, the United States Supreme Court
held in Board of Governors of the Federal Reserve System v. Investment Company
Institute that the Board did not exceed its authority under the Holding Company
Act when it adopted its regulation and interpretation authorizing bank holding
companies and their non-bank affiliates to act as investment advisers to
registered closed-end investment companies.
PAMG, PIMC, PCM, PEAC and BlackRock believe that they may perform the
services contemplated by their agreements without violation of the
Glass-Steagall Act or other applicable banking laws or regulations. If, however,
they were prevented by judicial or administrative decisions or interpretations
from performing the services contemplated by their advisory and sub-advisory
agreements, it is anticipated that the Board would consider the possibility of
selecting other qualified companies. Any new investment advisory or sub-advisory
agreement would normally be subject to shareholder approval.
DISTRIBUTOR. PDI serves as the Fund's distributor. PDI's offices are
located at 259 Radnor-Chester Road, Suite 120, Radnor, PA 19087.
OTHER MATTERS
No business other than the matters described above is expected to come
before the Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to an adjournment of the Meeting, the persons
named in the enclosed Proxy will vote thereon according to their best judgment
in the interests of the Fund.
Dated: December 4, 1995
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO COMPLETE THE ENCLOSED PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF THE FUND'S ANNUAL REPORT
TO SHAREHOLDERS DATED SEPTEMBER 30, 1995 TO ANY SHAREHOLDER UPON REQUEST. THE
FUND'S ANNUAL REPORT TO SHAREHOLDERS MAY BE OBTAINED FROM THE FUND BY CALLING
(800) 422-6538.
54
57
EXHIBIT A
FORM OF
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of [date] between THE PNC(R) FUND, a Massachusetts
business trust (the "Fund"), and PNC ASSET MANAGEMENT GROUP, INC., a Delaware
corporation (the "Adviser").
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Fund desires to retain Adviser to furnish investment advisory
services to the Fund and the Adviser is willing to so furnish such services;
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. Appointment.
a. The Fund hereby appoints Adviser to act as investment adviser to the
Fund's Money Market Portfolio; Government [Treasury] Money Market Portfolio;
Municipal Money Market Portfolio; Pennsylvania Municipal Money Market Portfolio;
North Carolina Municipal Money Market Portfolio; Virginia Municipal Money Market
Portfolio; Ohio Municipal Money Market Portfolio; New Jersey Municipal Money
Market Portfolio; Tax-Free Income Portfolio; Managed Income Portfolio;
Intermediate Government Portfolio; Intermediate-Term Bond Portfolio; Short-Term
Bond Portfolio; Government Income Portfolio; Pennsylvania Tax-Free Income
Portfolio; Ohio Tax-Free Income Portfolio; New Jersey Tax-Free Income Portfolio;
Core Fixed Income Portfolio; International Fixed Income Portfolio; Balanced
Portfolio; International Equity Portfolio; International Emerging Markets
Portfolio; Core Equity Portfolio; Growth Equity Portfolio; Small Cap Growth
Equity Portfolio; Value Equity Portfolio; and Small Cap Value Equity Portfolio
(the "Portfolios") for the period and on the terms set forth in this Agreement.
Adviser accepts such appointment and agrees to furnish the services herein set
forth for the compensation herein provided.
b. In the event that the Fund establishes one or more portfolios other than
the Portfolios named above with respect to which it desires to retain Adviser to
act as investment adviser hereunder, the Fund shall notify Adviser in writing.
If Adviser is willing to render such services under this Agreement, it shall
notify the Fund in writing whereupon, subject to such approval as may be
required pursuant to Paragraph 10 hereof, such portfolio shall become a
"Portfolio" hereunder and shall be subject to the provisions of this Agreement
to the same extent as the Portfolios named above in subparagraph (a) except to
the extent that said provisions (including those relating to the compensation
payable by the Fund to Adviser) are modified with respect to such portfolio in
writing by the Fund and Adviser at the time.
2. Sub-Contractors. It is understood that Adviser will from time to time
employ or associate with such person or persons as Adviser may believe to be
particularly fitted to assist it in the performance of this Agreement; provided,
however, that the compensation of such person or persons shall be paid by
Adviser and that Adviser shall be as fully responsible to the Fund for the acts
and omissions of any subcontractor as it is for its own acts and omissions. Such
person or persons shall be employed pursuant
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58
to sub-advisory agreements agreeable to the Fund and approved in accordance with
the provisions of the 1940 Act.
3. Delivery of Documents. The Fund has furnished Adviser with copies,
properly certified or authenticated, of each of the following:
a. Resolutions of the Fund's Board of Trustees authorizing the
appointment of Adviser as the Portfolios' adviser and approving this
Agreement;
b. The Fund's Declaration of Trust as filed with the State Secretary
of the Commonwealth of Massachusetts and the Boston City Clerk on December
22, 1988;
c. The Fund's Code of Regulations;
d. The Fund's Notification of Registration on Form N-8A under the 1940
Act as filed with the Securities and Exchange Commission ("SEC") on
December 23, 1988;
e. The Fund's Registration Statement on Form N-1A under the Securities
Act of 1933 and the 1940 Act, as filed with the SEC on December 23, 1988,
and all amendments thereto (the "Registration Statement"); and
f. The Fund's most recent prospectuses for the Portfolios (such
prospectuses together with the related statements of additional
information, as currently in effect and all amendments and supplements
thereto, are herein called "Prospectuses").
The Fund will furnish Adviser from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
4. Services. Subject to the supervision of the Fund's Board of Trustees,
Adviser will (either directly or through the sub-advisers and other
sub-contractors employed by it in accordance with Section 2 hereof) provide a
continuous investment program for each of the Portfolios, including investment
research and management with respect to all securities, investments, cash and
cash equivalents in the Portfolios. Adviser will (either directly or through the
sub-advisers and other sub-contractors employed by it in accordance with
Paragraph 2 hereof) determine from time to time what securities and other
investments will be purchased, retained or sold by the Portfolios and will place
the daily orders for the purchase or sale of securities. Adviser will provide
the services rendered by it under this Agreement in accordance with each
Portfolio's investment objective, policies and restrictions as stated in such
Portfolio's Prospectus (as currently in effect and as it may be amended or
supplemented from time to time) and the resolutions of the Fund's Board of
Trustees. Adviser further agrees that it:
a. will comply with all applicable rules and regulations of the SEC
and will in addition conduct its activities under this Agreement in
accordance with other applicable law;
b. will place orders either directly with the issuer or with any
broker or dealer. Subject to the other provisions of this paragraph, in
placing orders with brokers and dealers, Adviser will attempt to obtain the
best price and the most favorable execution of its orders. In placing
orders, Adviser will consider the experience and skill of the firm's
securities traders as well as the firm's financial responsibility and
administrative efficiency. Consistent with this obligation, Adviser may,
subject to the approval of the Fund's Board of Trustees, select brokers on
the basis of the research, statistical and pricing services they provide to
a Portfolio and other clients of Adviser or a sub-adviser. Information and
research received from such brokers will be in addition to, and not in lieu
of, the
A-2
59
services required to be performed by Adviser hereunder. A commission paid
to such brokers may be higher than that which another qualified broker
would have charged for effecting the same transaction, provided that
Adviser determines in good faith that such commission is reasonable in
terms of either the transaction or the overall responsibility of Adviser
and sub-advisers to the Portfolios and their other clients and that the
total commissions paid by a Portfolio will be reasonable in relation to the
benefits to the Portfolio over the long-term. In addition, Adviser is
authorized to take into account the sale of shares of the Fund in
allocating purchase and sale orders for portfolio securities to brokers or
dealers (including brokers and dealers that are affiliated with Adviser,
the sub-advisers or the Fund's distributor) in compliance with applicable
law. In no instance, however, will a Portfolio's securities be purchased
from or sold to Adviser, the sub-advisers, the Fund's distributor or any
affiliated person thereof, except to the extent permitted by the SEC or by
applicable law;
c. will maintain books and records with respect to each Portfolio's
securities transactions and will furnish the Fund's Board of Trustees such
periodic and special reports as the Board may request;
d. will maintain a policy and practice of conducting its investment
advisory services hereunder independently of the commercial banking
operations of its affiliates. When Adviser makes investment recommendations
for a Portfolio, its investment advisory personnel will not inquire or take
into consideration whether the issuer of securities proposed for purchase
or sale for the Portfolio's account are customers of the commercial
departments of its affiliates. In dealing with commercial customers of its
affiliates, Adviser and the sub-advisers will not inquire or take into
consideration whether securities of those customers are held by the Fund;
and
e. will treat confidentially and as proprietary information of the
Fund all records and other information relative to the Fund, any of the
Portfolios and the Fund's prior, current or potential shareholders, and
will not use such records and information for any purpose other than
performance of its responsibilities and duties hereunder, except after
prior notification to and approval in writing by the Fund, which approval
shall not be unreasonably withheld and may not be withheld where Adviser
may be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Fund.
5. Services Not Exclusive. Adviser's services hereunder are not deemed to
be exclusive, and Adviser shall be free to render similar services to others so
long as its services under this Agreement are not impaired thereby.
6. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, Adviser hereby agrees that all records which it maintains
for each Portfolio are the property of the Fund and further agrees to surrender
promptly to the Fund any of such records upon the Fund's request. Adviser
further agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.
7. Expenses. During the term of this Agreement, Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities, commodities and other investments (including
brokerage commissions and other transaction charges, if any) purchased or sold
for the Portfolios.
A-3
60
8. Compensation.
a. For the services provided and the expenses assumed pursuant to this
Agreement, the Fund will pay Adviser and Adviser will accept as full
compensation therefor a fee, computed daily and payable monthly, at the
following annual rates: for each of the Money Market, Municipal Money Market,
Government [Treasury] Money Market, Ohio Municipal Money Market, Pennsylvania
Municipal Money Market, North Carolina Municipal Money Market, Virginia
Municipal Money Market and New Jersey Municipal Money Market Portfolios
(considered separately on a Portfolio-by-Portfolio basis): .45% of the first $1
billion of each Portfolio's average daily net assets, .40% of the next $1
billion of each Portfolio's average daily net assets, .375% of the next $1
billion of each Portfolio's average daily net assets and .35% of the average
daily net assets of each Portfolio in excess of $3 billion; for each of the
Value Equity, Growth Equity, Small Cap Value Equity, Balanced, Small Cap Growth
Equity, Core Equity and International Fixed Income Portfolios (considered
separately on a Portfolio-by-Portfolio basis): .55% of the first $1 billion of
each Portfolio's average daily net assets, .50% of the next $1 billion of each
Portfolio's average daily net assets, .475% of the next $1 billion of each
Portfolio's average daily net assets and .45% of the average daily net assets of
each Portfolio in excess of $3 billion; for each of the Core Fixed Income,
Managed Income, Tax-Free Income, Intermediate Government, New Jersey Tax-Free
Income, Ohio Tax-Free Income, Pennsylvania Tax-Free Income, Short-Term Bond,
Intermediate-Term Bond and Government Income Portfolios (considered separately
on a Portfolio-by-Portfolio basis): .50% of the first $1 billion of each
Portfolio's average daily net assets, .45% of the next $1 billion of each
Portfolio's average daily net assets, .425% of the next $1 billion of each
Portfolio's average daily net assets and .40% of the average daily net assets of
each Portfolio in excess of $3 billion; for the International Equity Portfolio:
.75% of the first $1 billion of the Portfolio's average daily net assets, .70%
of the next $1 billion of the Portfolio's average daily net assets, .675% of the
next $1 billion of the Portfolio's average daily net assets and .65% of the
average daily net assets of the Portfolio in excess of $3 billion; and for the
International Emerging Markets Portfolio: 1.25% of the first $1 billion of the
Portfolio's average daily net assets, 1.20% of the next $1 billion of the
Portfolio's average daily net assets, 1.155% of the next $1 billion of the
Portfolio's average daily net assets and 1.10% of the average daily net assets
of the Portfolio in excess of $3 billion. Such fee as is attributable to each
Portfolio shall be a separate charge to such Portfolio and shall be the several
(and neither joint nor joint and several) obligation of such Portfolio.
b. If in any fiscal year the aggregate expenses of one or more Portfolios
(as defined under the securities regulations of any state having jurisdiction
over the Fund) exceed the expense limitations of any such state, Adviser will
bear its share of the amount of such excess in proportion to the aggregate fees
otherwise payable to it hereunder and to the Fund's co-administrators under
their administration agreements with the Fund. The obligation of the Adviser to
reimburse the Fund under this Paragraph 8(b) is limited in any fiscal year to
the amount of its fees otherwise payable hereunder attributable to the
Portfolios for such fiscal year, provided, however, that notwithstanding the
foregoing, Adviser shall reimburse the Fund for the full amount of its share of
any such excess expenses regardless of the amount of fees otherwise payable to
it during such fiscal year to the extent that the securities regulations of any
state having jurisdiction over the Fund so require. Such expense reimbursement,
if any, will be estimated, reconciled and paid on a monthly basis.
9. Limitation of Liability. Adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the performance of this Agreement, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or a
loss
A-4
61
resulting from willful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or from reckless disregard by it of its
obligations or duties under this Agreement.
10. Duration and Termination. This Agreement will become effective as of
the date hereof with respect to each Portfolio listed in Section 1(a) hereof
and, with respect to any additional Portfolio, on the date of receipt by the
Fund of notice from Adviser in accordance with Section 1(b) hereof that Adviser
is willing to serve as investment adviser with respect to such Portfolio,
provided that this Agreement (as supplemented by the terms specified in any
notice and agreement pursuant to Section 1(b) hereof) shall have been approved
in accordance with the requirements of the 1940 Act, and, unless sooner
terminated as provided herein, shall continue in effect with respect to each
such Portfolio until March 31, 1997. Thereafter, if not terminated, this
Agreement shall continue in effect with respect to the particular Portfolio for
successive annual periods ending on March 31, provided such continuance is
specifically approved at least annually (a) by vote of a majority of those
members of the Fund's Board of Trustees who are not interested persons of any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Fund's Board of Trustees or by vote of a
majority of the outstanding voting securities of such Portfolio. Notwithstanding
the foregoing, this Agreement may be terminated with respect to any Portfolio at
any time, without the payment of any penalty, by the Fund (by vote of the Fund's
Board of Trustees or by vote of a majority of the outstanding voting securities
of the Portfolio), or by Adviser on sixty days' written notice. This Agreement
will immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" shall have the same meanings as such terms
in the 1940 Act.)
11. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. Any amendment of this Agreement shall be
subject to the 1940 Act.
12. Release. "The PNC Fund" and "Trustees of The PNC Fund" refer
respectively to the trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated December 22, 1988, which is hereby referred to and a copy of which
is on file at the office of the State Secretary of the Commonwealth of
Massachusetts and at the principal office of the Fund. The obligations of "The
PNC Fund" entered into in the name or on behalf thereof by any of the Trustees,
officers, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders,
officers, representatives or agents of the Fund personally, but bind only the
Trust Property (as defined in the Declaration of Trust), and all persons dealing
with any class of shares of the Fund must look solely to the Trust Property
belonging to such class for the enforcement of any claims against the Fund.
13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding on, and shall inure to the
benefit of, the parties hereto and their respective successors and shall be
governed by Delaware law.
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62
14. Counterparts. This Agreement may be executed in counterparts by the
parties hereto, each of which shall constitute an original counterpart, and all
of which, together, shall constitute one Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Attest: THE PNC FUND
[SEAL] By:
-----------------------------
PNC ASSET MANAGEMENT
GROUP, INC.
[SEAL] By:
-----------------------------
its:
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63
FORM OF
SUB-ADVISORY AGREEMENT
( Portfolios)
AGREEMENT dated as of [date], between PNC Asset Management Group, Inc., a
Delaware corporation ("Adviser"), and [name of Sub-Adviser(s)], a
corporation ("Sub-Adviser").
WHEREAS, Adviser has agreed to furnish investment advisory services to the
[names of Portfolios] (the "Portfolios") of The PNC(R) Fund (the "Fund"), an
open-end, management investment company registered under the Investment Company
Act of 1940 ("1940 Act"); and
WHEREAS, Adviser wishes to retain the Sub-Adviser to provide it with
sub-advisory services as described below in connection with Adviser's advisory
activities on behalf of the Portfolios;
WHEREAS, the advisory agreement between Adviser and the Fund of even date
herewith (such Agreement or the most recent successor agreement between such
parties relating to advisory services to the Portfolios is referred to herein as
the "Advisory Agreement") contemplates that Adviser may sub-contract investment
advisory services with respect to the Portfolios to a sub-adviser pursuant to a
sub-advisory agreement agreeable to the Fund and approved in accordance with the
provisions of the 1940 Act;
WHEREAS, this Agreement has been approved in accordance with the provisions
of the 1940 Act, and Sub-Adviser is willing to furnish such services upon the
terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. Adviser hereby appoints Sub-Adviser to act as sub-adviser
with respect to the Portfolios as provided in Section 2 of the Advisory
Agreement. Sub-Adviser accepts such appointment and agrees to render the
services herein set forth for the compensation herein provided.
2. Services of Sub-Adviser. Subject to the oversight and supervision of
Adviser and the Fund's Board of Trustees, Sub-Adviser will supervise the
day-to-day operations of each Portfolio and perform the following services: (i)
provide investment research and credit analysis concerning the Portfolio's
investments, (ii) conduct a continual program of investment of the Portfolio's
assets, (iii) determine what portion of the Portfolio's assets will be invested
in cash, cash equivalents and money market instruments, (iv) place orders for
all purchases and sales of the investments made for the Portfolio, and (v)
maintain the books and records as are required to support Fund operations (in
conjunction with record-keeping and accounting functions performed by Adviser).
In addition, Sub-Adviser will keep the Fund and Adviser informed of developments
materially affecting the Fund and shall, on its own initiative, furnish to the
Fund from time to time whatever information Sub-Adviser believes appropriate for
this purpose. Sub-Adviser will communicate to Adviser on each day that a
purchase or sale of an instrument is effected for a Portfolio (i) the name of
the issuer, (ii) the amount of the purchase or sale, (iii) the name of the
broker or dealer, if any, through which the purchase or sale will be effected,
(iv) the CUSIP number of the instrument, if any, and (v) such other information
as Adviser may reasonably require for purposes of fulfilling its obligations to
the Fund under the Advisory Agreement. Sub-Adviser will provide the services
rendered by it under this Agreement in accordance with the Portfolio's
investment objective, policies and restrictions as stated in the Portfolio's
Prospectus and Statement of Additional Information (as currently in effect and
as they may be amended or supplemented from time to time), and the resolutions
of the Fund's Board of Trustees.
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64
3. Other Sub-Adviser Covenants. Sub-Adviser further agrees that it:
(a) will comply with all applicable Rules and Regulations of the
Securities and Exchange Commission (the "SEC") and will in addition conduct
its activities under this Agreement in accordance with other applicable
law;
(b) will place orders either directly with the issuer or with any
broker or dealer. Subject to the other provisions of this paragraph, in
placing orders with brokers and dealers, Sub-Adviser will attempt to obtain
the best price and the most favorable execution of its orders. In placing
orders, Sub-Adviser will consider the experience and skill of the firm's
securities traders as well as the firm's financial responsibility and
administrative efficiency. Consistent with this obligation, Sub-Adviser
may, subject to the approval of the Fund's Board of Trustees, select
brokers on the basis of the research, statistical and pricing services they
provide to a Portfolio and other clients of Adviser or Sub-Adviser.
Information and research received from such brokers will be in addition to,
and not in lieu of, the services required to be performed by Sub-Adviser
hereunder. A commission paid to such brokers may be higher than that which
another qualified broker would have charged for effecting the same
transaction, provided that Sub-Adviser determines in good faith that such
commission is reasonable in terms either of the transaction or the overall
responsibility of Adviser and Sub-Adviser to the Portfolios and their other
clients and that the total commissions paid by the Portfolios will be
reasonable in relation to the benefits to the Portfolio over the long-term.
In addition, Sub-Adviser is authorized to take into account the sale of
shares of the Fund in allocating purchase and sale orders for portfolio
securities to brokers or dealers (including brokers and dealers that are
affiliated with Adviser, Sub-Adviser or the Fund's distributor), provided
that Sub-Adviser believes that the quality of the transaction and the
commission are comparable to what they would be with other qualified firms.
In no instance, however, will a Portfolio's securities be purchased from or
sold to the Adviser, Sub-Adviser, the Fund's distributor or any affiliated
person thereof, except to the extent permitted by the SEC or by applicable
law;
(c) will maintain or cause Adviser to maintain books and records with
respect to the Portfolios' securities transactions and will render to
Adviser and the Fund's Board of Trustees such periodic and special reports
as they may request;
(d) will maintain a policy and practice of conducting its investment
advisory services hereunder independently of the commercial banking
operations of its affiliates. When Sub-Adviser makes investment
recommendations for a Portfolio, its investment advisory personnel will not
inquire or take into consideration whether the issuer of securities
proposed for purchase or sale for the Portfolio's account are customers of
the commercial department of its affiliates; and
(e) will treat confidentially and as proprietary information of the
Fund all records and other information relative to the Fund, the Portfolios
and the Fund's prior, current or potential shareholders, and will not use
such records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to
and approval in writing by the Fund, which approval shall not be
unreasonably withheld and may not be withheld where Sub-Adviser may be
exposed to civil or criminal contempt proceedings for failure to comply,
when requested to divulge such information by duly constituted authorities,
or when so requested by the Fund.
4. Services Not Exclusive. Sub-Adviser's services hereunder are not deemed
to be exclusive, and Sub-Adviser shall be free to render similar services to
others so long as its services under this Agreement are not impaired thereby.
A-8
65
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, Sub-Adviser hereby agrees that all records which it
maintains for the Portfolios are the property of the Fund and further agrees to
surrender promptly to the Fund any such records upon the Fund's request.
Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under the
1940 Act.
6. Expenses. During the term of this Agreement, Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities, commodities, and other investments (including
brokerage commissions and other transaction charges, if any) purchased or sold
for the Portfolio.
7. Compensation. For the services which the Sub-Adviser will render to
Adviser under this Agreement, Adviser will pay to Sub-Adviser a fee, computed
daily and payable monthly, at the following annual rates for the Portfolios:
for each of the Money Market, Municipal Money Market, Government [Treasury]
Money Market, Ohio Municipal Money Market, Pennsylvania Municipal Money
Market, North Carolina Municipal Money Market, Virginia Municipal Money
Market, New Jersey Municipal Money Market, Value Equity, Growth Equity,
Small Cap Value Equity, Balanced, Small Cap Growth Equity and Core Equity
Portfolios (considered separately on a Portfolio-by-Portfolio basis): .40%
of the first $1 billion of each Portfolio's average daily net assets, .35%
of the next $1 billion of each Portfolio's average daily net assets, .325%
of the next $1 billion of each Portfolio's average daily net assets and
.30% of the average daily net assets of each Portfolio in excess of $3
billion; for each of the Core Fixed Income, Managed Income, Tax-Free
Income, Intermediate Government, New Jersey Tax-Free Income, Ohio Tax-Free
Income, Pennsylvania Tax-Free Income, Short-Term Bond, Intermediate-Term
Bond and Government Income Portfolios (considered separately on a
Portfolio-by-Portfolio basis): .35% of the first $1 billion of each
Portfolio's average daily net assets, .30% of the next $1 billion of each
Portfolio's average daily net assets, .275% of the next $1 billion of each
Portfolio's average daily net assets and .25% of the average daily net
assets of each Portfolio in excess of $3 billion; for the International
Equity Portfolio: .60% of the first $1 billion of the Portfolio's average
daily net assets, .55% of the next $1 billion of the Portfolio's average
daily net assets, .525% of the next $1 billion of the Portfolio's average
daily net assets and .50% of the average daily net assets of the Portfolio
in excess of $3 billion; and for the International Emerging Markets
Portfolio: 1.10% of the first $1 billion of the Portfolio's average daily
net assets, 1.05% of the next $1 billion of the Portfolio's average daily
net assets, 1.005% of the next $1 billion of the Portfolio's average daily
net assets and .95% of the average daily net assets of the Portfolio in
excess of $3 billion.
If the Adviser waives any or all of its advisory fee payable under the
Advisory Agreement, or reimburses the Fund pursuant to Section 8(b) of that
Agreement, with respect to a Portfolio, the Sub-Adviser will bear its share of
the amount of such waiver or reimbursement by waiving fees otherwise payable to
it hereunder on a proportionate basis to be determined by comparing the
aggregate fees that would otherwise be paid to it hereunder with respect to such
Portfolio to the aggregate fees that would otherwise be paid by the Fund to the
Adviser under the Advisory Agreement with respect to such Portfolio. Adviser
shall inform Sub-Adviser prior to waiving any advisory fees.
8. Limitation on Liability. Sub-Adviser will not be liable for any error
of judgment or mistake of law or for any loss suffered by Adviser or by the
Portfolios in connection with the performance of this
A-9
66
Agreement, except a loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations or duties under this
Agreement.
9. Duration and Termination. This Agreement will become effective as of
the date hereof and, unless sooner terminated with respect to each Portfolio as
provided herein, shall continue in effect with respect to each Portfolio until
March 31, 1997. Thereafter, if not terminated, this Agreement shall continue in
effect with respect to each Portfolio for successive annual periods ending on
March 31, provided such continuance is specifically approved at least annually
(a) by the vote of a majority of those members of the Fund's Board of Trustees
who are not interested persons of any party to this Agreement, cast in person at
a meeting called for the purpose of voting on such approval, and (b) by the
Fund's Board of Trustees or by a vote of a majority of the outstanding voting
securities of the Portfolio. Notwithstanding the foregoing, this Agreement may
be terminated with respect to any Portfolio at any time, without the payment of
any penalty, by the Fund (by vote of the Fund's Board of Trustees or by vote of
a majority of the outstanding voting securities of the Portfolio), or by Adviser
or Sub-Adviser on 60 days' written notice, and will terminate automatically upon
any termination of the Advisory Agreement between the Fund and Adviser. This
Agreement will also immediately terminate in the event of its assignment. (As
used in this Agreement, the terms "majority of the outstanding voting
securities," "interested person" and "assignment" shall have the same meanings
of such terms in the 1940 Act.)
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. Any amendment of this Agreement shall be
subject to the 1940 Act.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding on, and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by Delaware law.
12. Counterparts. This Agreement may be executed in counterparts by the
parties hereto, each of which shall constitute an original counterpart, and all
of which, together, shall constitute one Agreement.
A-10
67
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
PNC ASSET MANAGEMENT GROUP, INC.
By:
-----------------------------
[NAME(S) OF SUB-ADVISER(S)]
By:
-----------------------------
A-11
68
EXHIBIT B
THE PNC(R) FUND
------------------------------
AMENDED AND RESTATED DISTRIBUTION AND SERVICE PLAN
------------------------------
January , 1996
This Distribution and Service Plan (the "Plan") is adopted in accordance
with Rule 12b-1 (the "Rule") under the Investment Company Act of 1940, as
amended (the "1940 Act"), by The PNC Fund, a Massachusetts business trust (the
"Fund"), with respect to the various classes of shares (each, a "Class") of the
portfolios of the Fund (each, a "Portfolio") listed on Appendix A hereto, as
amended from time to time, subject to the terms and conditions set forth herein.
The Service Fees and Shareholder Processing Fees (each as defined herein)
payable pursuant to the Plan are fees payable for the administration and
servicing of shareholder accounts, as more fully described in Section 2 below,
and not costs which are primarily intended to result in the sale of the Fund's
shares and which would require approval pursuant to the Rule.
Section 1. Distribution Fees
(a) Pursuant to the Plan, the Fund may pay to (i) the Distributor of its
shares, Provident Distributors, Inc., or any entity that may in the future act
as a distributor for its shares (collectively, the "Distributor"), and/or (ii)
Compass Capital Group, Inc. or any other affiliate of PNC Bank, National
Association (collectively, "CCG"), with respect to and at the expense of each
Class of each Portfolio listed on Appendix A hereto, a fee for distribution and
sales support services, as applicable, and as more fully described in Section
1(b) hereof (the "Distribution Fee"), such fee in the aggregate to be at the
annual rate specified with respect to such Class of such Portfolio under the
column "Distribution Fee" on Appendix A hereto.
(b) Payments of the Distribution Fee under the Plan shall be used primarily
to compensate the Distributor for distribution services and sales support
services provided, and/or to CCG for sales support services provided,
respectively, in connection with the offering and sale of shares of the
applicable Class of the applicable Portfolio, and to reimburse the Distributor
and/or CCG for related expenses incurred, including payments by the Distributor
and/or CCG to compensate or reimburse brokers, dealers, other financial
institutions or other industry professionals (collectively, "Selling Agents"),
for sales support services provided and related expenses incurred by such
Selling Agents. The services and expenses described in this Section 1(b) may
include, but are not limited to, the following: (i) the development, formulation
and implementation of marketing and promotional activities, including direct
mail promotions and television, radio, magazine, newspaper, electronic and other
mass media advertising, (ii) the preparation, printing and distribution of
prospectuses and reports (other than prospectuses or reports used for regulatory
purposes or for distribution to existing shareholders); (iii) the preparation,
printing and distribution of sales literature; (iv) expenditures for sales or
distribution support services such as for telephone facilities and in-house
telemarketing; (v) preparation of information, analyses and opinions with
respect to marketing and promotional activities; (vi) commissions, incentive
compensation or other compensation to, and expenses of, account executives or
other employees of the Distributor, CCG or
B-1
69
Selling Agents, attributable to distribution or sales support activities, as
applicable, including interest expenses and other costs associated with
financing of such commissions, compensation and expenses; (vii) travel,
equipment, printing, delivery and mailing costs, overhead and other office
expenses of the Distributor, CCG or Selling Agents, attributable to distribution
or sales support activities, as applicable, (viii) the costs of administering
the Plan; (ix) expenses of organizing and conducting sales seminars; and (x) any
other costs and expenses relating to distribution or sales support activities.
(c) Payments of the Distribution Fee on behalf of a particular Portfolio
must be in consideration of services rendered for or on behalf of such
Portfolio. However, joint distribution or sales support financing with respect
to the shares of the Portfolios (which financing may also involve other
investment portfolios or companies that are affiliated persons of such a person,
or affiliated persons of the Distributor or CCG, shall be permitted in
accordance with applicable law. Payments of the Distribution Fee under Section 1
of the Plan may be made without regard to expenses actually incurred.
(d) It is acknowledged that the Distributor, CCG and other affiliates of
PNC Bank, National Association and other parties that receive fees from the Fund
may each make payments without limitation as to amount relating to distribution
or sales support activities, as applicable, in connection with each Class of
each Portfolio out of its past profits or any additional sources other than the
Distribution Fee which are available to it.
Section 2. Service Fees and Shareholder Processing Fees
(a) Pursuant to the Plan, the Fund shall pay to CCG, with respect to and at
the expense of each Class of each Portfolio listed on Appendix A hereto, (i) a
fee in respect of the provision of personal services to shareholders of such
Class of such Portfolio, as more fully described in Section 2(b) hereof (the
"Service Fee"), such fee to be at the annual rate specified with respect to such
Class of such Portfolio under the column "Service Fee" on Appendix A hereto, and
(ii) a fee in respect of the provision of certain activities relating to the
processing and administration of shareholder accounts in such Class of such
Portfolio, as more fully described in Section 2(c) hereof (the "Shareholder
Processing Fee"), such fee to be at the annual rate specified with respect to
such Class of such Portfolio under the column "Shareholder Processing Fee" on
Appendix A hereto. CCG shall determine the amount of the Service Fee and the
Shareholder Processing Fee to be paid to one or more brokers, dealers, other
financial institutions or other industry professionals (collectively, "Service
Agents") and the basis on which such payments will be made. Payments to a
Service Agent will be subject to compliance by the Service Agent with the terms
of any related Plan agreement entered into by the Service Agent.
(b) Payments of the Service Fee shall be used to compensate CCG and Service
Agents for general shareholder liaison services provided with respect to
shareholders in the related Class of the related Portfolio, including, but not
limited to, (i) answering shareholder inquiries regarding account status and
history, the manner in which purchases, exchanges and redemptions of shares may
be effected and certain other matters pertaining to the shareholders'
investments; and (ii) assisting shareholders in designating and changing
dividend options, account designations and addresses.
(c) Payments of the Shareholder Processing Fee shall be used to compensate
CCG and Service Agents for certain services relating to the processing and
administration of shareholder accounts with respect to shareholders in the
related Class of the related Portfolio, which may include some or all of the
following: (i) providing necessary personnel and facilities to establish and
maintain shareholder accounts and records; (ii) assisting in aggregating and
processing purchase, exchange and redemption transac-
B-2
70
tions; (iii) placing net purchase and redemption orders with the Distributor;
(iv) arranging for wiring of funds; (v) transmitting and receiving funds in
connection with customer orders to purchase or redeem shares; (vi) processing
dividend payments; (vii) verifying and guaranteeing shareholder signatures in
connection with redemption orders and transfers and changes in
shareholder-designated accounts, as necessary; (viii) providing periodic
statements showing a customer's account balance and, to the extent practicable,
integrating such information with other customer transactions otherwise effected
through or with a Service Agent; (ix) furnishing (either separately or on an
integrated basis with other reports sent to a shareholder by a Service Agent)
monthly and year-end statements and confirmations of purchases, exchanges and
redemptions; (x) transmitting on behalf of the Fund, proxy statements, annual
reports, updating prospectuses and other communications from the Fund to the
shareholders; (xi) receiving, tabulating and transmitting to the Fund proxies
executed by shareholders with respect to shareholder meetings; (xii) providing
subaccounting with respect to shares beneficially owned by customers or the
information to the Fund necessary for subaccounting; (xiii) sub-transfer agency
services; and (xiv) providing such other similar services as the Fund or a
shareholder may request. It is intended that none of the services provided in
consideration of the Shareholder Processing Fee be of a nature so as to render
the Shareholder Processing Fee a "service fee" as defined in Article III,
Section 26, of the Rules of Fair Practice of the National Association of
Securities Dealers, Inc.
(d) Payments of the Service Fee and the Shareholder Processing Fee under
Section 2 of the Plan may be made without regard to expenses actually incurred.
Section 3. Calculation and Payment of Fees
The amount of the Distribution Fee, Service Fee and Shareholder Processing
Fee payable with respect to each Class of each Portfolio listed on Appendix A
hereto shall be calculated daily and paid monthly, at the applicable annual
rates indicated on Appendix A. The Distribution Fee, Service Fee and Shareholder
Processing Fee shall be calculated and paid separately for each Class of each
Portfolio.
Section 4. Approval of Plan
The Plan will become effective immediately, as to any Class of any
Portfolio, upon its approval by (a) a majority of the Board of Trustees,
including a majority of the trustees who are not "interested persons" (as
defined in the Act) of the Fund and who have no direct or indirect financial
interest in the operation of the Plan or in any agreements entered into in
connection with the Plan, pursuant to a vote cast in person at a meeting called
for the purpose of voting on the approval of the Plan, and (b) with respect to
Section 1 of the Plan only, a majority of the outstanding shares of such Class
of such Portfolio.
Section 5. Continuance of the Plan
The Plan will continue in effect for so long as its continuance is
specifically approved at least annually by the Fund's Board of Trustees in the
manner described in Section 4 above.
Section 6. Additional Classes and Portfolios
The Plan shall become effective with respect to Classes of Portfolios not
currently listed on Appendix A hereto upon obtaining the requisite approvals
with respect to such Classes of Portfolios in accordance with Section 4 above.
B-3
71
Section 7. Termination
The Plan may be terminated at any time with respect to any Class of any
Portfolio without penalty at any time by (a) a vote of a majority of the
Trustees who are not "interested persons" (as defined in the Act) of the Fund
and who have no direct or indirect financial interest in the operation of the
Plan or in any agreements entered into in connection with the Plan, or (b) a
vote of a majority of the outstanding shares of such Class of such Portfolio.
The termination of the Plan with respect to any Class of any Portfolio shall not
result in the termination of the Plan with respect to any other Class of that
Portfolio or any other Portfolio.
Section 8. Amendments
The Plan may not be amended with respect to any Class of any Portfolio so
as to increase materially the amount of the Distribution Fee described in
Section 1 above with respect to such Class of such Portfolio unless the
amendment is approved by a vote of at least a majority of the outstanding shares
of such Class of such Portfolio and otherwise complies with Rule 18f-3(e)(2)
under the Act or any successor provision as in effect at the time of such
amendment. In addition, no material amendment to the Plan may be made unless
approved by the Fund's Board of Trustees in the manner described in Section 4
above.
Section 9. Selection of Certain Trustees
While the Plan is in effect, the selection and nomination of the Fund's
Trustees who are not "interested persons" of the Fund (as defined in the Act)
will be committed to the discretion of the Trustees then in office who are not
"interested persons" (as so defined) of the Fund.
Section 10. Written Reports
While the Plan is in effect, the Fund's Board of Trustees shall receive,
and the Trustees shall review, at least quarterly, written reports complying
with the requirements of the Rule, which set out the amounts expended under the
Plan and the purposes for which those expenditures were made.
Section 11. Preservation of Materials
The Fund will preserve copies of the Plan, any agreement relating to the
Plan and any report made pursuant to Section 10 above, for a period of not less
than six years (the first two years in an easily accessible place) from the date
of the Plan, agreement or report.
Section 12. Limitation of Liability
The names "The PNC Fund" and "Trustees of The PNC Fund" refer respectively
to the trust created and the Trustees, as trustees but not individually or
personally, acting from time to time under a Declaration of Trust dated December
22, 1988 which is hereby referred to and a copy of which is on file at the
office of the State Secretary of the Commonwealth of Massachusetts and at the
principal office of the Fund. The obligations of "The PNC Fund" entered into in
the name or on behalf thereof by any of the Trustees, officers, representatives
or agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, Shareholders, officers, representatives or agents of
the Fund personally, but bind only the Trust Property (as defined in the
Declaration of Trust), and all persons dealing with any class of shares of the
Fund must look solely to the Trust Property belonging to such class for the
enforcement of any claims against the Fund.
B-4
72
Section 13. Miscellaneous
The captions in the Plan are included for convenience of reference only and
in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect.
IN WITNESS WHEREOF, the Fund has executed the Plan as of January , 1996
on behalf of each Class of each Portfolio listed on Appendix A hereto.
THE PNC FUND
By:
-----------------------------
Vice President and Treasurer
B-5
73
APPENDIX A
SHAREHOLDER
DISTRIBUTION FEE SERVICE FEE PROCESSING FEE
(EXPRESSED AS (EXPRESSED AS (EXPRESSED AS
A PERCENTAGE A PERCENTAGE A PERCENTAGE
OF AVERAGE DAILY OF AVERAGE DAILY OF AVERAGE DAILY
NET ASSETS OF NET ASSETS OF NET ASSETS OF
THE PORTFOLIO THE PORTFOLIO THE PORTFOLIO
CLASS OF ATTRIBUTABLE TO ATTRIBUTABLE TO ATTRIBUTABLE TO
NAME OF PORTFOLIO SHARES THE SPECIFIED CLASS) THE SPECIFIED CLASS) THE SPECIFIED CLASS)
- ---------------------------- -------------- -------------------- -------------------- --------------------
Small Cap Value Equity
Portfolio................. Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Small Cap Growth Equity
Portfolio................. Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Growth Equity Portfolio..... Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Value Equity Portfolio...... Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Core Equity Portfolio....... Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Index Equity Portfolio...... Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
B-6
74
SHAREHOLDER
DISTRIBUTION FEE SERVICE FEE PROCESSING FEE
(EXPRESSED AS (EXPRESSED AS (EXPRESSED AS
A PERCENTAGE A PERCENTAGE A PERCENTAGE
OF AVERAGE DAILY OF AVERAGE DAILY OF AVERAGE DAILY
NET ASSETS OF NET ASSETS OF NET ASSETS OF
THE PORTFOLIO THE PORTFOLIO THE PORTFOLIO
CLASS OF ATTRIBUTABLE TO ATTRIBUTABLE TO ATTRIBUTABLE TO
NAME OF PORTFOLIO SHARES THE SPECIFIED CLASS) THE SPECIFIED CLASS) THE SPECIFIED CLASS)
- ---------------------------- -------------- -------------------- -------------------- --------------------
International Equity
Portfolio................. Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
International Emerging
Markets Portfolio......... Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Balanced Portfolio.......... Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Short-Term Bond Portfolio... Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Intermediate-Term Bond
Portfolio................. Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Intermediate Government
Portfolio................. Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Government Income
Portfolio................. Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
B-7
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SHAREHOLDER
DISTRIBUTION FEE SERVICE FEE PROCESSING FEE
(EXPRESSED AS (EXPRESSED AS (EXPRESSED AS
A PERCENTAGE A PERCENTAGE A PERCENTAGE
OF AVERAGE DAILY OF AVERAGE DAILY OF AVERAGE DAILY
NET ASSETS OF NET ASSETS OF NET ASSETS OF
THE PORTFOLIO THE PORTFOLIO THE PORTFOLIO
CLASS OF ATTRIBUTABLE TO ATTRIBUTABLE TO ATTRIBUTABLE TO
NAME OF PORTFOLIO SHARES THE SPECIFIED CLASS) THE SPECIFIED CLASS) THE SPECIFIED CLASS)
- ---------------------------- -------------- -------------------- -------------------- --------------------
Core Fixed-Income
Portfolio................. Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Managed Income Portfolio.... Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
International Fixed Income
Portfolio................. Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Tax-Free Income Portfolio... Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Pennsylvania Tax-Free Income
Portfolio................. Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
New Jersey Tax-Free Income
Portfolio................. Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
B-8
76
SHAREHOLDER
DISTRIBUTION FEE SERVICE FEE PROCESSING FEE
(EXPRESSED AS (EXPRESSED AS (EXPRESSED AS
A PERCENTAGE A PERCENTAGE A PERCENTAGE
OF AVERAGE DAILY OF AVERAGE DAILY OF AVERAGE DAILY
NET ASSETS OF NET ASSETS OF NET ASSETS OF
THE PORTFOLIO THE PORTFOLIO THE PORTFOLIO
CLASS OF ATTRIBUTABLE TO ATTRIBUTABLE TO ATTRIBUTABLE TO
NAME OF PORTFOLIO SHARES THE SPECIFIED CLASS) THE SPECIFIED CLASS) THE SPECIFIED CLASS)
- ---------------------------- -------------- -------------------- -------------------- --------------------
Ohio Tax-Free Income
Portfolio................. Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Money Market Portfolio...... Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Municipal Money Market
Portfolio................. Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Government Money Market
Portfolio................. Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Ohio Municipal Money Market
Portfolio................. Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Pennsylvania Municipal Money
Market Portfolio.......... Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
B-9
77
SHAREHOLDER
DISTRIBUTION FEE SERVICE FEE PROCESSING FEE
(EXPRESSED AS (EXPRESSED AS (EXPRESSED AS
A PERCENTAGE A PERCENTAGE A PERCENTAGE
OF AVERAGE DAILY OF AVERAGE DAILY OF AVERAGE DAILY
NET ASSETS OF NET ASSETS OF NET ASSETS OF
THE PORTFOLIO THE PORTFOLIO THE PORTFOLIO
CLASS OF ATTRIBUTABLE TO ATTRIBUTABLE TO ATTRIBUTABLE TO
NAME OF PORTFOLIO SHARES THE SPECIFIED CLASS) THE SPECIFIED CLASS) THE SPECIFIED CLASS)
- ---------------------------- -------------- -------------------- -------------------- --------------------
North Carolina Municipal
Money Market Portfolio.... Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
New Jersey Municipal Money
Market Portfolio.......... Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Virginia Municipal Money
Market Portfolio.......... Institutional 0% 0% 0%
Service 0% .15% .15%
Investor A .10% .25% .15%
Investor B .75% .25% .15%
Investor C .75% .25% .15%
Multi-Sector Mortgage
Securities Portfolio
III....................... Institutional 0% 0% 0%
B-10
78
PROXY THE PNC(R) FUND
TAX-FREE INCOME PORTFOLIO
(SERIES A INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Tax-Free
Income Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
79
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
80
PROXY THE PNC(R) FUND
OHIO TAX-FREE INCOME PORTFOLIO
(SERIES A AND SERIES B INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Ohio
Tax-Free Income Portfolio (the "Portfolio") of the Fund that are held of record
by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
81
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
82
PROXY THE PNC(R) FUND
PENNSYLVANIA TAX-FREE INCOME PORTFOLIO
(SERIES A AND SERIES B INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
Pennsylvania Tax-Free Income Portfolio (the "Portfolio") of the Fund that are
held of record by the undersigned on the record date for the Meeting, upon the
following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING,
IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
83
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
84
PROXY THE PNC(R) FUND
VALUE EQUITY PORTFOLIO
(SERIES A INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Value
Equity Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and Provident Capital Management, Inc. with respect
to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
85
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
86
PROXY THE PNC(R) FUND
GROWTH EQUITY PORTFOLIO
(SERIES A INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Growth
Equity Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Equity Advisors Company with respect to the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
87
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
88
PROXY THE PNC(R) FUND
SMALL CAP GROWTH EQUITY PORTFOLIO
(SERIES A INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Small Cap
Growth Equity Portfolio (the "Portfolio") of the Fund that are held of record by
the undersigned on the record date for the Meeting, upon the following matters
AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Equity Advisors Company with respect to the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
89
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
90
PROXY THE PNC(R) FUND
CORE EQUITY PORTFOLIO
(SERIES A INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Core
Equity Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and Provident Capital Management, Inc. with respect
to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
91
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
92
PROXY THE PNC(R) FUND
SMALL CAP VALUE EQUITY PORTFOLIO
(SERIES A AND SERIES B INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Small Cap
Value Equity Portfolio (the "Portfolio") of the Fund that are held of record by
the undersigned on the record date for the Meeting, upon the following matters
AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and Provident Capital Management, Inc. with respect
to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
93
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
94
PROXY THE PNC(R) FUND
INDEX EQUITY PORTFOLIO
(SERIES A INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Index
Equity Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
95
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSAL (2).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
96
PROXY THE PNC(R) FUND
INTERNATIONAL EQUITY PORTFOLIO
(SERIES A AND SERIES B INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
International Equity Portfolio (the "Portfolio") of the Fund that are held of
record by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and Provident Capital Management, Inc. with respect
to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
97
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
98
PROXY THE PNC(R) FUND
INTERNATIONAL EMERGING MARKETS PORTFOLIO
(SERIES A INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
International Emerging Markets Portfolio (the "Portfolio") of the Fund that are
held of record by the undersigned on the record date for the Meeting, upon the
following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING,
IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and Provident Capital Management, Inc. with respect
to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
99
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
100
PROXY THE PNC(R) FUND
MONEY MARKET PORTFOLIO
(SERIES A AND SERIES B INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Money
Market Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
101
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
102
PROXY THE PNC(R) FUND
MUNICIPAL MONEY MARKET PORTFOLIO
(SERIES A INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Municipal
Money Market Portfolio (the "Portfolio") of the Fund that are held of record by
the undersigned on the record date for the Meeting, upon the following matters
AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
103
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
104
PROXY THE PNC(R) FUND
GOVERNMENT MONEY MARKET PORTFOLIO
(SERIES A INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
Government Money Market Portfolio (the "Portfolio") of the Fund that are held of
record by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
105
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
106
PROXY THE PNC(R) FUND
OHIO MUNICIPAL MONEY MARKET PORTFOLIO
(SERIES A INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Ohio
Municipal Money Market Portfolio (the "Portfolio") of the Fund that are held of
record by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
107
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
108
PROXY THE PNC(R) FUND
PENNSYLVANIA MUNICIPAL MONEY MARKET PORTFOLIO
(SERIES A INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
Pennsylvania Municipal Money Market Portfolio (the "Portfolio") of the Fund that
are held of record by the undersigned on the record date for the Meeting, upon
the following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE
MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
109
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
110
PROXY THE PNC(R) FUND
NORTH CAROLINA MUNICIPAL MONEY MARKET PORTFOLIO
(SERIES A INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the North
Carolina Municipal Money Market Portfolio (the "Portfolio") of the Fund that are
held of record by the undersigned on the record date for the Meeting, upon the
following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING,
IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
111
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
112
PROXY THE PNC(R) FUND
TAX-FREE INCOME PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Tax-Free
Income Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
113
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
114
PROXY THE PNC(R) FUND
OHIO TAX-FREE INCOME PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Ohio
Tax-Free Income Portfolio (the "Portfolio") of the Fund that are held of record
by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
115
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
116
PROXY THE PNC(R) FUND
PENNSYLVANIA TAX-FREE INCOME PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
Pennsylvania Tax-Free Income Portfolio (the "Portfolio") of the Fund that are
held of record by the undersigned on the record date for the Meeting, upon the
following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING,
IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
117
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
118
PROXY THE PNC(R) FUND
VALUE EQUITY PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Value
Equity Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and Provident Capital Management, Inc. with respect
to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
119
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
120
PROXY THE PNC(R) FUND
GROWTH EQUITY PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Growth
Equity Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Equity Advisors Company with respect to the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
121
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
122
PROXY THE PNC(R) FUND
SMALL CAP GROWTH EQUITY PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Small Cap
Growth Equity Portfolio (the "Portfolio") of the Fund that are held of record by
the undersigned on the record date for the Meeting, upon the following matters
AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Equity Advisors Company with respect to the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
123
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
124
PROXY THE PNC(R) FUND
CORE EQUITY PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Core
Equity Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and Provident Capital Management, Inc. with respect
to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
125
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
126
PROXY THE PNC(R) FUND
SMALL CAP VALUE EQUITY PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Small Cap
Value Equity Portfolio (the "Portfolio") of the Fund that are held of record by
the undersigned on the record date for the Meeting, upon the following matters
AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and Provident Capital Management, Inc. with respect
to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
127
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
128
PROXY THE PNC(R) FUND
INDEX EQUITY PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Index
Equity Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
129
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
130
PROXY THE PNC(R) FUND
INTERNATIONAL EQUITY PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
International Equity Portfolio (the "Portfolio") of the Fund that are held of
record by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and Provident Capital Management, Inc. with respect
to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
131
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
132
PROXY THE PNC(R) FUND
INTERNATIONAL EMERGING MARKETS PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
International Emerging Markets Portfolio (the "Portfolio") of the Fund that are
held of record by the undersigned on the record date for the Meeting, upon the
following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING,
IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and Provident Capital Management, Inc. with respect
to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
133
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
134
PROXY THE PNC(R) FUND
MONEY MARKET PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Money
Market Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
135
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
136
PROXY THE PNC(R) FUND
MUNICIPAL MONEY MARKET PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Municipal
Money Market Portfolio (the "Portfolio") of the Fund that are held of record by
the undersigned on the record date for the Meeting, upon the following matters
AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
137
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
138
PROXY THE PNC(R) FUND
OHIO MUNICIPAL MONEY MARKET PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Ohio
Municipal Money Market Portfolio (the "Portfolio") of the Fund that are held of
record by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
139
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
140
PROXY THE PNC(R) FUND
PENNSYLVANIA MUNICIPAL MONEY MARKET PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
Pennsylvania Municipal Money Market Portfolio (the "Portfolio") of the Fund that
are held of record by the undersigned on the record date for the Meeting, upon
the following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE
MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
141
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
142
PROXY THE PNC(R) FUND
NORTH CAROLINA MUNICIPAL MONEY MARKET PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the North
Carolina Municipal Money Market Portfolio (the "Portfolio") of the Fund that are
held of record by the undersigned on the record date for the Meeting, upon the
following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING,
IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
143
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
144
PROXY THE PNC(R) FUND
VIRGINIA MUNICIPAL MONEY MARKET PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Virginia
Municipal Money Market Portfolio (the "Portfolio") of the Fund that are held of
record by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
145
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
146
PROXY THE PNC(R) FUND
TAX-FREE INCOME PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Tax-Free
Income Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
147
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
148
PROXY THE PNC(R) FUND
OHIO TAX-FREE INCOME PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Ohio
Tax-Free Income Portfolio (the "Portfolio") of the Fund that are held of record
by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
149
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
150
PROXY THE PNC(R) FUND
PENNSYLVANIA TAX-FREE INCOME PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
Pennsylvania Tax-Free Income Portfolio (the "Portfolio") of the Fund that are
held of record by the undersigned on the record date for the Meeting, upon the
following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING,
IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
151
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
152
PROXY THE PNC(R) FUND
VALUE EQUITY PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Value
Equity Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and Provident Capital Management, Inc. with respect
to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
153
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
154
PROXY THE PNC(R) FUND
GROWTH EQUITY PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Growth
Equity Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Equity Advisors Company with respect to the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
155
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
156
PROXY THE PNC(R) FUND
SMALL CAP GROWTH EQUITY PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Small Cap
Growth Equity Portfolio (the "Portfolio") of the Fund that are held of record by
the undersigned on the record date for the Meeting, upon the following matters
AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Equity Advisors Company with respect to the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
157
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
158
PROXY THE PNC(R) FUND
CORE EQUITY PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Core
Equity Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and Provident Capital Management, Inc. with respect
to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
159
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
160
PROXY THE PNC(R) FUND
SMALL CAP VALUE EQUITY PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Small Cap
Value Equity Portfolio (the "Portfolio") of the Fund that are held of record by
the undersigned on the record date for the Meeting, upon the following matters
AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and Provident Capital Management, Inc. with respect
to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
161
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
162
PROXY THE PNC(R) FUND
INDEX EQUITY PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Index
Equity Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez
Anthony M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
163
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2) AND (3).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
164
PROXY THE PNC(R) FUND
INTERNATIONAL EQUITY PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
International Equity Portfolio (the "Portfolio") of the Fund that are held of
record by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and Provident Capital Management, Inc. with respect
to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
165
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
166
PROXY THE PNC(R) FUND
INTERNATIONAL EMERGING MARKETS PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
International Emerging Markets Portfolio (the "Portfolio") of the Fund that are
held of record by the undersigned on the record date for the Meeting, upon the
following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING,
IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and Provident Capital Management, Inc. with respect
to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
167
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
168
PROXY THE PNC(R) FUND
MONEY MARKET PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Money
Market Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
169
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
170
PROXY THE PNC(R) FUND
MUNICIPAL MONEY MARKET PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Municipal
Money Market Portfolio (the "Portfolio") of the Fund that are held of record by
the undersigned on the record date for the Meeting, upon the following matters
AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
171
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
172
PROXY THE PNC(R) FUND
GOVERNMENT MONEY MARKET PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
Government Money Market Portfolio (the "Portfolio") of the Fund that are held of
record by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
173
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
174
PROXY THE PNC(R) FUND
OHIO MUNICIPAL MONEY MARKET PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Ohio
Municipal Money Market Portfolio (the "Portfolio") of the Fund that are held of
record by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
175
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
176
PROXY THE PNC(R) FUND
PENNSYLVANIA MUNICIPAL MONEY MARKET PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
Pennsylvania Municipal Money Market Portfolio (the "Portfolio") of the Fund that
are held of record by the undersigned on the record date for the Meeting, upon
the following matters and upon any other matter which may come before the
Meeting, in their discretion:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
177
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
178
PROXY THE PNC(R) FUND
NORTH CAROLINA MUNICIPAL MONEY MARKET PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the North
Carolina Municipal Money Market Portfolio (the "Portfolio") of the Fund that are
held of record by the undersigned on the record date for the Meeting, upon the
following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING,
IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
179
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
180
PROXY THE PNC(R) FUND
VIRGINIA MUNICIPAL MONEY MARKET PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Virginia
Municipal Money Market Portfolio (the "Portfolio") of the Fund that are held of
record by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as
marked to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
181
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
182
PROXY THE PNC(R) FUND
BALANCED PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Balanced
Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement among PAMG, Provident Capital Management, Inc. and BlackRock
Financial Management, Inc. with respect to the Portfolio.
/ / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
183
(Continued from other side)
(5) Proposal to approve a revised fundamental borrowing limitation for the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3), (4) AND (5).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
184
PROXY THE PNC(R) FUND
MANAGED INCOME PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in Service
Shares of the Managed Income Portfolio (the "Portfolio") of the Fund that are
held of record by the undersigned on the record date for the Meeting, upon the
following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING,
IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
185
(Continued from other side)
(5) Proposal to approve a revised fundamental borrowing limitation for the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3), (4) AND (5).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
186
PROXY THE PNC(R) FUND
INTERMEDIATE GOVERNMENT PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in Service
Shares of the Intermediate Government Portfolio (the "Portfolio") of the Fund
that are held of record by the undersigned on the record date for the Meeting,
upon the following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE
MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
187
(Continued from other side)
(5) Proposal to approve a revised fundamental borrowing limitation for the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3), (4) AND (5).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
188
PROXY THE PNC(R) FUND
SHORT-TERM BOND PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in Service
Shares of the Short-Term Bond Portfolio (the "Portfolio") of the Fund that are
held of record by the undersigned on the record date for the Meeting, upon the
following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING,
IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
189
(Continued from other side)
(5) Proposal to approve a revised fundamental borrowing limitation for the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3), (4) AND (5).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
190
PROXY THE PNC(R) FUND
INTERMEDIATE-TERM BOND PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in Service
Shares of the Intermediate-Term Bond Portfolio (the "Portfolio") of the Fund
that are held of record by the undersigned on the record date for the Meeting,
upon the following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE
MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
191
(Continued from other side)
(5) Proposal to approve a revised fundamental borrowing limitation for the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3), (4) AND (5).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
192
PROXY THE PNC(R) FUND
BALANCED PORTFOLIO
(SERIES A AND SERIES B INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Balanced
Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement among PAMG, Provident Capital Management, Inc. and BlackRock
Financial Management, Inc. with respect to the Portfolio.
/ / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
193
(Continued from other side)
(4) Proposal to approve a revised fundamental borrowing limitation for the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
194
PROXY THE PNC(R) FUND
MANAGED INCOME PORTFOLIO
(SERIES A INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Managed
Income Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a revised fundamental borrowing limitation for the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
195
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
196
PROXY THE PNC(R) FUND
INTERMEDIATE GOVERNMENT PORTFOLIO
(SERIES A INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
Intermediate Government Portfolio (the "Portfolio") of the Fund that are held of
record by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a revised fundamental borrowing limitation for the
Portfolio.
/ / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
197
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
198
PROXY THE PNC(R) FUND
SHORT-TERM BOND PORTFOLIO
(SERIES A INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
Short-Term Bond Portfolio (the "Portfolio") of the Fund that are held of record
by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a revised fundamental borrowing limitation for the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
199
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
200
PROXY THE PNC(R) FUND
INTERMEDIATE-TERM BOND PORTFOLIO
(SERIES A INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
Intermediate-Term Bond Portfolio (the "Portfolio") of the Fund that are held of
record by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a revised fundamental borrowing limitation for the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
201
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
202
PROXY THE PNC(R) FUND
GOVERNMENT INCOME PORTFOLIO
(SERIES A AND SERIES B INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
Government Income Portfolio (the "Portfolio") of the Fund that are held of
record by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a revised fundamental borrowing limitation for the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
203
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
204
PROXY THE PNC(R) FUND
BALANCED PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Balanced
Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement among PAMG, Provident Capital Management, Inc. and BlackRock
Financial Management, Inc. with respect to the Portfolio.
/ / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
205
(Continued from other side)
(5) Proposal to approve a revised fundamental borrowing limitation for the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3), (4) AND (5).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
206
PROXY THE PNC(R) FUND
MANAGED INCOME PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the Managed
Income Portfolio (the "Portfolio") of the Fund that are held of record by the
undersigned on the record date for the Meeting, upon the following matters AND
UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
207
(Continued from other side)
(5) Proposal to approve a revised fundamental borrowing limitation for the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3), (4) AND (5).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
208
PROXY THE PNC(R) FUND
INTERMEDIATE GOVERNMENT PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
Intermediate Government Portfolio (the "Portfolio") of the Fund that are held of
record by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
209
(Continued from other side)
(5) Proposal to approve a revised fundamental borrowing limitation for the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3), (4) AND (5).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
210
PROXY THE PNC(R) FUND
SHORT-TERM BOND PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
Short-Term Bond Portfolio (the "Portfolio") of the Fund that are held of record
by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
211
(Continued from other side)
(5) Proposal to approve a revised fundamental borrowing limitation for the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3), (4) AND (5).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
212
PROXY THE PNC(R) FUND
INTERMEDIATE-TERM BOND PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
Intermediate-Term Bond Portfolio (the "Portfolio") of the Fund that are held of
record by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:
William O. Albertini Raymond J. Clark Robert M. Hernandez Anthony
M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and BlackRock Financial Management, Inc. with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
213
(Continued from other side)
(5) Proposal to approve a revised fundamental borrowing limitation for the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3), (4) AND (5).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly
214
PROXY THE PNC(R) FUND
NEW JERSEY MUNICIPAL MONEY MARKET PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the New
Jersey Municipal Money Market Portfolio (the "Portfolio") of the Fund that are
held of record by the undersigned on the record date for the Meeting, upon the
following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING,
IN THEIR DISCRETION:
(1) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(2) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
215
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR PROPOSALS (1) AND (2).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
----------------------
X
---------------------------------
Signature
X
---------------------------------
Signature, if held jointly
216
PROXY THE PNC(R) FUND
NEW JERSEY MUNICIPAL MONEY MARKET PORTFOLIO
(SERVICE SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the New
Jersey Municipal Money Market Portfolio (the "Portfolio") of the Fund that are
held of record by the undersigned on the record date for the Meeting, upon the
following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING,
IN THEIR DISCRETION:
(1) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(2) Proposal to approve a distribution plan for Service Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
217
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR PROPOSALS (1) AND (2).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
----------------------
X
---------------------------------
Signature
X
---------------------------------
Signature, if held jointly
218
PROXY THE PNC(R) FUND
NEW JERSEY MUNICIPAL MONEY MARKET PORTFOLIO
(SERIES A INVESTOR SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on January 4, 1996 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the New
Jersey Municipal Money Market Portfolio (the "Portfolio") of the Fund that are
held of record by the undersigned on the record date for the Meeting, upon the
following matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING,
IN THEIR DISCRETION:
(1) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
219
(Continued from other side)
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR PROPOSAL (1).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
----------------------
X
----------------------------------
Signature
X
----------------------------------
Signature, if held jointly
220
[PRELIMINARY COPY]
PROXY THE PNC(R) FUND
GOVERNMENT MONEY MARKET PORTFOLIO
(INSTITUTIONAL SHARES)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The PNC(R) FUND (the
"Fund") for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809 on December 20, 1995 at 10:00 a.m.
The undersigned hereby appoints Edward J. Roach and G. Willing Pepper, and
either of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting, and at all adjournments or postponements
thereof, all shares of beneficial interest evidencing interests in the
Government Money Market Portfolio (the "Portfolio") of the Fund that are held of
record by the undersigned on the record date for the Meeting, upon the following
matters AND UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE MEETING, IN THEIR
DISCRETION:
(1) Election of Trustees: / / FOR all nominees listed below (except as marked
to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS/HER NAME IN THE LIST BELOW:
Anthony M. Santomero David R. Wilmerding, Jr.
(2) Proposal to ratify the selection of Coopers & Lybrand, LLP as independent
accountant for the Fund for its fiscal year ending September 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to approve a new investment advisory agreement between the Fund
and PNC Asset Management Group, Inc. ("PAMG") and a new sub-advisory
agreement between PAMG and PNC Institutional Management Corporation with
respect to the Portfolio. / / FOR / / AGAINST / / ABSTAIN
(4) Proposal to approve a distribution plan for Institutional Shares of the
Portfolio. / / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed on reverse side)
221
(Continued from other side)
(5) In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
Every properly signed proxy will be voted in the manner specified thereon
and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR THE ELECTION OF TRUSTEES AND FOR PROPOSALS (2), (3) AND (4).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
Please sign exactly as name
appears hereon. When shares are
held by joint tenant, both should
sign. When signing as attorney or
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: , 1995
X
Signature
X
Signature, if held jointly