SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. _____________)
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Check the appropriate box:
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14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Great Hall Investment Funds, Inc.
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(Name of Registrant as Specified in its Charter)
(specify)
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(1) Amount Previously Paid:
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[GREAT HALL LOGO]
January 29, 2004
Dear Shareholder:
As a shareholder in a Great Hall fund, you are being asked to vote on several
important matters that would affect your fund. These matters will be considered
at a special meeting of shareholders of your fund, which has been scheduled for
March 15, 2004.
As part of a broader integration initiative, you are being asked to approve the
reorganization of your fund as a separate series of the Tamarack Funds Trust.
The reorganization would be accomplished through a Reorganization transaction
that has been approved by your fund's Board. If you and your fellow
shareholders approve the Reorganization, your fund would be reorganized as a
Tamarack Fund on or about March 31, 2004. The Reorganization would consist of
the transfer of the net assets of your fund to the corresponding Tamarack Fund
in exchange for shares of the Tamarack Fund. The total net asset value of your
shares in the Tamarack Fund would be the same as the total net asset value of
your shares in your fund. Voyageur, the investment advisor to both your fund
and the Tamarack Funds, is paying all of the ordinary costs of the
Reorganization and the transaction is expected to qualify as a tax-free
reorganization for federal income tax purposes.
You are also being asked to elect nine nominees to serve on the board of
directors of your fund. In addition, you are being asked to approve the
modification of your fund's fundamental investment polices/restrictions.
Furthermore, shareholders of certain Great Hall funds are being asked to
approve the reclassification as non-fundamental of certain investment
policies/restrictions that are no longer legally required to be classified as
fundamental. These changes are intended to streamline and make uniform the
policies/restrictions applicable to all the funds in order to promote ease of
administration of the investment program of each fund and to update the
investment limitations currently applicable to the funds. Finally, you are
being asked to ratify the Board's selection of Deloitte & Touche LLP as the
independent auditors of your fund for the current fiscal year.
The enclosed materials include detailed information about these four proposals.
To assist you in understanding these proposals we have provided a Definitions
of Key Terms page and a Questions and Answers section.
As a valued shareholder, your vote is very important. Please review the
enclosed materials carefully. After reviewing the materials, please submit your
vote via telephone, Internet or mail. Instructions are provided in the enclosed
materials. Please be aware that if you hold shares in more than one account,
you may receive more than one proxy package. Separate proxy cards are required
for each account. If you prefer, you may attend the shareholder meeting and
vote your shares in person. If you plan to attend the meeting, please notify us
in advance by calling (866) 409-2550. Because your vote is important, if we
have not received your voting instructions as the meeting date approaches, you
may be contacted by a representative of Georgeson or Voyageur.
If you have any questions, please call your fund's toll-free number (800)
934-6674, and ask to speak with a representative, who will be happy to help
you.
Sincerely,
/s/ Jennifer D. Lammers
Jennifer D. Lammers
President
DEFINITIONS OF KEY TERMS
USED IN THE QUESTIONS & ANSWERS
AND LETTER TO SHAREHOLDERS
BOARD: The current board of directors of Great Hall Investment Funds, Inc. The
members of the Board may change if shareholders of Great Hall Investment
Funds, Inc. approve the proposal described in the enclosed materials to
elect a new board of directors. Shareholders of the other funds are being
asked to elect the same new board of directors for their funds. The
independent directors nominated to serve on the new boards of directors
have been selected from among the independent directors currently serving
on the boards of Great Hall Investment Funds, Inc. and the other funds.
GEORGESON: Your fund's proxy solicitation agent.
INTEGRATION INITIATIVE: Voyageur's effort to integrate its financial services
operations by simplifying the existing lineup of funds and standardizing
current investment operations. This involves reducing the number of funds
(by combining similar funds and portfolios), closing under-performing
funds, and simplifying administration by integrating the funds under a
single legal entity and a single board of trustees. A final step is to
rename all the funds with a common name, the Tamarack Funds. This
renaming will allow the funds' distributor to provide improved marketing
and sales support to the funds by focusing resources on supporting a
single name in the marketplace.
PLAN: The Agreement and Plan of Reorganization under which your fund would be
reorganized as a separate portfolio of the Tamarack Funds Trust.
REORGANIZATION: The proposed reorganization of your fund as a separate
portfolio of the Tamarack Funds Trust, which would be accomplished
through a reorganization transaction that would be carried out in
accordance with the terms of the Plan.
TAMARACK FUNDS TRUST: The new legal entity (a Delaware statutory trust) under
which Voyageur has proposed to integrate the funds as separate portfolios
of this trust. Organizing as a Delaware statutory trust is a common legal
structure for mutual fund companies. As mentioned above, the Tamarack
Funds would become the new name for the funds.
THE FUNDS: The Babson Funds, the Great Hall Funds, the J&B Funds and the RBC
Funds are a collection of twenty-two individual mutual funds and/or
portfolios. Voyageur serves as investment advisor to all of these funds
and portfolios.
THE GREAT HALL FUNDS: Great Hall Prime Money Market Fund, Great Hall U.S.
Government Money Market Fund, Great Hall Tax-Free Money Market Fund,
Great Hall Institutional Prime Money Market Fund, and Great Hall
Institutional Tax-Free Money Market Fund. Each is a separate portfolio of
Great Hall Investment Funds, Inc.
VOYAGEUR: Voyageur Asset Management Inc. is an SEC registered investment
advisor and subsidiary of RBC Dain Rauscher Corp., currently serving as
advisor to your fund and all the funds. For over 20 years, Voyageur has
provided equity, fixed income and balanced asset management services to
clients throughout the U.S. and in Canada. Currently, Voyageur manages
client assets totaling over $23 billion.
YOUR FUND: The Great Hall fund in which you currently hold shares.
IMPORTANT NEWS FOR
SHAREHOLDERS OF THE GREAT HALL FUNDS
You are being asked to consider several proposals to be voted upon at an
upcoming shareholder meeting of your fund. A brief overview of these proposals
and related matters is provided below. We suggest that you review the
Definitions of Key Terms page before reading the information below. In
addition, we encourage you to read the full text of the enclosed Proxy
Statement before voting.
Q & A: QUESTIONS AND ANSWERS
Q: WHAT IS HAPPENING?
A: Voyageur, your fund's investment advisor, currently serves as the investment
advisor for twenty-two individual mutual funds or portfolios. Among these
twenty-two funds, there is some duplication of investment objectives and
administrative requirements. Voyageur has undertaken an integration
initiative to simplify the existing fund lineup and reduce the
administrative burden of these overlapping requirements. Voyageur believes
that this will allow your fund and the other funds to be more efficiently
administered. Voyageur also believes that combining certain funds with
comparable investment objectives may reduce shareholder expenses for
certain funds. Therefore, Voyageur has recommended, and the boards of
directors/trustees of the funds have approved, certain changes, which
include: (1) standardizing the fundamental investment restrictions for the
funds, (2) creating a single board of directors/trustees for the funds,
(3) combining certain funds that have similar investment objectives, (4)
liquidating certain funds that have not grown as quickly as originally
anticipated and that are not expected to attract substantial assets in the
future, and (5) simplifying the organizational structure for the funds by
reorganizing all of the funds (other than those that are being liquidated
or combined into other funds) into a single legal entity to be named the
Tamarack Funds Trust.
As part of this integration initiative, Voyageur has proposed, and your
fund's Board has approved, the reorganization of your fund as a separate
series of the Tamarack Funds Trust. This would be accomplished through the
proposed Reorganization. Also as part of this integration initiative, your
fund's Board has nominated nine individuals to serve on the Board. These
same individuals are being nominated to serve on the boards of
directors/trustees for each of the other funds so that a single, unitary
board of directors/trustees would be elected for all of the funds. The
independent directors/trustees nominated to serve on the unitary board have
been selected from among the independent directors/trustees currently
serving on the boards of the funds. In addition, as part of this initiative,
your fund's Board is recommending that shareholders approve the modification
of your fund's fundamental investment policies/restrictions in order to
streamline and make uniform the policies/restrictions applicable to all the
funds. These modifications are intended to promote ease of administration of
the investment program of each fund and to update the investment limitations
currently applicable to certain funds.
Q: WHAT AM I BEING ASKED TO VOTE ON?
A: You are asked to vote in favor of four proposals:
Proposal 1: The election of each of the nine individuals nominated to serve
on the Board of Directors of Great Hall Investment Funds, Inc.;
Proposal 2: The approval of the Plan, which would result in the
Reorganization of your fund as a separate series of the Tamarack
Funds Trust;
Proposal 3: The approval of the modification of your fund's fundamental
investment policies/restrictions; and
Proposal 4: The ratification of the selection of Deloitte & Touche LLP as
independent auditors of your fund.
Q: HOW DOES MY FUND'S BOARD RECOMMEND THAT I VOTE?
A: Your fund's Board unanimously recommends that you vote FOR the nominees
listed in Proposal 1 and FOR Proposals 2, 3 and 4.
Q: WHY HAS MY FUND'S BOARD RECOMMENDED THAT I VOTE IN FAVOR OF THE
REORGANIZATION?
A: After carefully considering Proposal 2, which would result in the
Reorganization of your fund as a separate series of the Tamarack Funds
Trust, your fund's Board determined that it is advisable and in the best
interests of your fund and its shareholders. In reaching this
determination, the Board considered multiple factors, including: (1)
Voyageur has informed the Board that it believes that by reorganizing your
fund and the other funds as separate series of a single entity, the
Tamarack Funds Trust, the funds should be able to realize greater
operating efficiencies; (2) Voyageur has informed the Board that it
believes that the proposed Delaware statutory trust form provides a cost
efficient and flexible method of operating your fund for the benefit of
its shareholders; (3) the terms of the current expense limitation
agreement for your fund, which is in place through November 30, 2004,
would continue to be applied to the corresponding Tamarack Fund through
November 30, 2004, and gross operating expenses thereafter are not
expected to exceed those which would be incurred absent the
Reorganization; (4) your fund will not bear any ordinary costs of the
Reorganization; (5) the investment objective of the corresponding Tamarack
Fund will be identical to that of your fund, and the Tamarack Fund will be
managed by the same personnel and, with a few exceptions that are the
subject of Proposal 3, in accordance with the same investment policies
utilized in the management of your fund immediately prior to the
Reorganization; (6) shareholders of your fund will continue to receive the
same level of services currently provided by your fund; (7) the
Reorganization is intended to be tax-free for federal income tax purposes;
and (8) shareholders' ownership interests will not be diluted as a result
of the Reorganization.
Q: WHEN WOULD THE REORGANIZATION OF MY FUND AS A SERIES OF THE TAMARACK FUNDS
TRUST TAKE PLACE?
A: It is expected that the Reorganization would occur on March 31, 2004. You
would receive notice of any material changes to this schedule.
Q: WOULD THE REORGANIZATION AFFECT MY ACCOUNT VALUE?
A: The value of your fund account would not change as a result of the
Reorganization. Shares of your fund would be exchanged for shares of the
corresponding Tamarack Fund in the Reorganization. The value of your
investment would be the same immediately before and after the
Reorganization.
Q: WHO WOULD PAY FOR THE REORGANIZATION?
A: Voyageur has agreed to bear all ordinary costs and expenses of the
Reorganization, and there are not expected to be any extraordinary costs
or expenses. Any costs incurred by an individual shareholder, such as
traveling to the shareholder meeting or seeking personal financial advice,
would be the individual shareholder's responsibility.
Q: WHY AM I BEING ASKED TO ELECT A NEW BOARD OF DIRECTORS FOR GREAT HALL
INVESTMENT FUNDS, INC.?
A: You are being asked to vote in favor of this proposal in case the
Reorganization is not approved. If the Reorganization is approved, the
board of trustees of the Tamarack Funds Trust will oversee the operations
of the Tamarack Funds. The composition of the board of trustees of the
Tamarack Funds Trust would be the same as the board of directors you are
being asked to approve for Great Hall Investment Funds, Inc.
A mutual fund's board of directors/trustees represents shareholder
interests and oversees the management and operations of the fund. As part
of the broader integration initiative to simplify the existing fund lineup
and standardize key elements of current investment operations, which is
mentioned above, Voyageur has proposed the creation of a single board of
directors/trustees for all of the funds. Your fund's Board of Directors has
voted in favor of this proposal and has nominated nine individuals to serve
on the unitary board. Information about each nominee is contained in the
enclosed Proxy Statement. You are being asked to approve the election of
each of these nine individuals to the Board. Your fund's Board believes
that a unitary board of directors/trustees for all of the funds has the
potential to increase efficiencies and enhance the effectiveness of
governance.
Q: WHY AM I BEING ASKED TO APPROVE CHANGES TO MY FUND'S FUNDAMENTAL INVESTMENT
POLICIES/RESTRICTIONS?
A: The proposed changes to your fund's fundamental investment
policies/restrictions are intended to streamline and make uniform the
policies/restrictions applicable to all of the funds in order to promote
ease of administration of the investment program of each fund and to
update the investment limitations currently applicable to each fund.
Q: WHERE CAN I OBTAIN ADDITIONAL INFORMATION ABOUT THESE FOUR PROPOSALS?
A: The proposals are discussed in more detail in the enclosed Proxy Statement,
which we encourage you to read. If you have any questions about the
matters discussed in the enclosed materials or need assistance completing
your proxy card(s), please call (866) 800-4324.
GREAT HALL INVESTMENT FUNDS, INC.
---------------------------------
GREAT HALL PRIME MONEY MARKET FUND
GREAT HALL U.S. GOVERNMENT MONEY MARKET FUND
GREAT HALL TAX-FREE MONEY MARKET FUND
GREAT HALL INSTITUTIONAL PRIME MONEY MARKET FUND
GREAT HALL INSTITUTIONAL TAX-FREE MONEY MARKET FUND
90 SOUTH SEVENTH STREET, SUITE 4300
MINNEAPOLIS, MINNESOTA 55402
(800) 934-6674
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 15, 2004
NOTICE IS HEREBY GIVEN that a special meeting ("Meeting") of the shareholders
of Great Hall Prime Money Market Fund, Great Hall U.S. Government Money Market
Fund, Great Hall Tax-Free Money Market Fund, Great Hall Institutional Prime
Money Market Fund, Great Hall Institutional Tax-Free Money Market Fund (each a
"Fund," and collectively the "Funds"), the separate series of Great Hall
Investment Funds, Inc. (the "Company"), will be held at the offices of RBC Dain
Rauscher Corp., 60 South Sixth Street, Minneapolis, Minnesota 55402 at 9:00
a.m. Central Time, for the following purposes:
PROPOSAL 1: To approve the election of each of the nine individuals nominated
to serve on the Board of Directors of the Company;
PROPOSAL 2: To approve an Agreement and Plan of Reorganization, pursuant to
which each Fund would be reorganized as separate portfolio of the
Tamarack Funds Trust, a newly-created Delaware statutory trust;
PROPOSAL 3: To approve the modification or reclassification as non-fundamental
of the Funds' fundamental investment policies/restrictions, as
applicable, to update and standardize them and to increase the
Funds' investment flexibility to react to future developments; and
PROPOSAL 4: To ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Funds for the current fiscal year.
The attached Proxy Statement provides additional information about these
proposals. Shareholders of record of a Fund as of the close of business on
January 15, 2004 are entitled to vote at the Meeting and any adjournment(s) or
postponement(s) thereof. Whether or not you plan to attend the Meeting in
person, please vote your shares. To vote by mail, please complete, date and
sign the enclosed proxy card and return it in the self-addressed, postage-paid
envelope. You may also vote by telephone or Internet, as follows:
TO VOTE BY TELEPHONE: TO VOTE BY INTERNET:
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(1) Read the Proxy Statement and have (1) Read the Proxy Statement and have
your proxy card at hand. your proxy card at hand.
(2) Call the toll-free number that (2) Go to the Internet address that
appears on your proxy card. appears on your proxy card.
(3) Follow the simple instructions. (3) Follow the simple instructions.
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We encourage you to vote by telephone or Internet using the control number that
appears on the enclosed proxy card. Voting by telephone or Internet will reduce
the time and costs associated with this proxy solicitation. Whichever method of
voting you choose, please read the enclosed Proxy Statement carefully before
you vote.
The persons named as proxies will vote in their discretion on any other
business that may properly come before the Meeting or any adjournments or
postponements thereof.
If the necessary quorum to transact business or the vote required to approve
any proposal is not obtained at the Meeting, the persons named as proxies may
propose one or more adjournments of the Meeting in accordance with applicable
law to permit further solicitation of proxies. Any adjournment as to a matter
being
voted on by shareholders of the Funds collectively will require the affirmative
vote of the holders of a majority of the Funds' shares present in person or by
proxy at the Meeting. Any adjournment as to a matter being voted on by the
shareholders of an individual Fund will require the affirmative vote of the
holders of a majority of that individual Fund's shares present in person or by
proxy at the Meeting. The persons named as proxies will vote FOR any such
adjournment those proxies which they are entitled to vote in favor of that
proposal and will vote AGAINST any such adjournment those proxies to be voted
against that proposal.
PLEASE RESPOND -- WE ASK THAT YOU VOTE PROMPTLY IN ORDER TO AVOID
THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
YOUR VOTE IS IMPORTANT.
By Order of the Board of
Directors,
/s/ Laura M. Moret
Laura M. Moret
Secretary
January 29, 2004
GREAT HALL INVESTMENT FUNDS, INC.
---------------------------------
GREAT HALL PRIME MONEY MARKET FUND ("PRIME FUND")
GREAT HALL U.S. GOVERNMENT MONEY MARKET FUND ("GOVERNMENT FUND")
GREAT HALL TAX-FREE MONEY MARKET FUND ("TAX-FREE FUND")
GREAT HALL INSTITUTIONAL PRIME MONEY MARKET FUND ("INSTITUTIONAL PRIME FUND")
GREAT HALL INSTITUTIONAL TAX-FREE MONEY MARKET FUND
("INSTITUTIONAL TAX-FREE FUND")
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PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 15, 2004
This document is a proxy statement (the "Proxy Statement"). This Proxy
Statement is being furnished to shareholders of Prime Fund, Government Fund,
Tax-Free Fund, Institutional Prime Fund and Institutional Tax-Free Fund (each a
"Fund," and collectively the "Funds"), each of which is a separate
series/portfolio of Great Hall Investment Funds, Inc. (the "Company") in
connection with four proposals ("Proposals"). This Proxy Statement sets forth
concisely the information that shareholders should know in order to evaluate
the Proposals.
Voyageur Asset Management Inc. ("Voyageur") is the Funds' investment advisor.
On May 1, 2003, Jones & Babson, Inc. ("J&B") was acquired by RBC Dain Rauscher
Corp. At the time of this acquisition, J&B was the investment advisor for the
Babson and J&B families of mutual funds. As a result of the acquisition, J&B
became an affiliate of Voyageur. Like J&B, Voyageur is also a subsidiary of RBC
Dain Rauscher Corp. and a registered investment advisor. On December 31, 2003,
for ease of administration, RBC Dain Rauscher Corp. consolidated the investment
advisory activities of its two subsidiaries (Voyageur and J&B) into a single
entity, which continues to use the Voyageur name. In addition to the Funds,
Voyageur currently serves as the investment advisor for RBC Funds, Inc., J&B
Funds, and each of the Babson Funds -- a collection of twenty-two individual
mutual funds and/or portfolios ("funds").
Voyageur has undertaken an initiative to integrate its financial services
operations by simplifying the existing fund lineup and standardizing key
elements of current investment operations (the "integration initiative").
Voyageur believes that this will allow the funds to be more efficiently
administered. Voyageur also believes that combining certain funds with
comparable investment objectives may reduce shareholder expenses for certain
funds. As part of this integration initiative, Voyageur has recommended, and
the boards of directors/trustees of the applicable funds have approved, the
following changes: (1) standardizing the fundamental investment restrictions
for the funds, (2) creating boards of directors/trustees for the funds with
uniform members, (3) combining certain funds that have similar investment
objectives and policies, (4) liquidating certain funds that have not grown as
quickly as originally anticipated and that are not expected to attract
substantial assets in the future, and (5) simplifying the organizational
structure for the funds by reorganizing all of the funds (other than those
which are being liquidated or combined into other funds) into portfolios of a
single legal entity to be named the Tamarack Funds Trust. The Tamarack Funds
Trust would be organized as a Delaware statutory trust, a common form of
organization for mutual funds, and would consist of seventeen separate
portfolios. The funds would be referred to as the Tamarack Funds.
1
The following Proposals will be considered and acted upon at the Meeting:
PROPOSAL FUND(S) AFFECTED PAGE
---------------------------------------------------------- ------------------------------ -----
1. To approve the election of each of the nine individuals ALL FUNDS 4
nominated to serve on the Board of Directors of the
Company.
2. To approve an Agreement and Plan of Reorganization, ALL FUNDS 10
pursuant to which each Fund would be reorganized as a
separate portfolio of Tamarack Funds Trust, a
newly-created Delaware statutory trust.
3. To approve the modification/reclassification of certain 19
fundamental investment policies/restrictions.
Modification of policies/restrictions that must remain
fundamental:
3.A Diversification PRIME FUND, GOVERNMENT FUND,
TAX-FREE FUND
3.B Borrowing ALL FUNDS
3.C Senior Securities ALL FUNDS
3.D Underwriting Securities ALL FUNDS
3.E Real Estate ALL FUNDS
3.F Making Loans ALL FUNDS
3.G Concentration of Investments ALL FUNDS
3.H Commodities ALL FUNDS
Reclassification of certain policies/restrictions
as non-fundamental:
3.I Pledging, Mortgaging and Hypothecating PRIME FUND, GOVERNMENT FUND,
Fund Assets TAX-FREE FUND
3.J Investments for Control PRIME FUND, GOVERNMENT FUND,
TAX-FREE FUND
3.K Investments in Other Investment Companies PRIME FUND, GOVERNMENT FUND,
TAX-FREE FUND
3.L Writing and Selling Options PRIME FUND, GOVERNMENT FUND,
TAX-FREE FUND
3.M Margin Activities and Short Selling PRIME FUND, GOVERNMENT FUND,
TAX-FREE FUND
3.N Unseasoned Companies PRIME FUND, GOVERNMENT FUND,
TAX-FREE FUND
3.O Investments in Equity Securities PRIME FUND, GOVERNMENT FUND,
TAX-FREE FUND
3.P Investments in Non-Municipal Obligations. TAX-FREE FUND
4. To ratify the selection of Deloitte & Touche LLP as the ALL FUNDS 28
independent auditors of the Funds for the current fiscal
year.
2
The Board, on behalf of each Fund, is soliciting proxies from shareholders of
the Funds for the special meeting of shareholders to be held on March 15, 2004,
at the offices of RBC Dain Rauscher Corp., 60 South Sixth Street, Minneapolis,
Minnesota 55402, at 9:00 a.m. Central Time, and at any and all adjournment(s)
or postponement(s) thereof (the "Meeting"). This Proxy Statement, the Notice of
Special Meeting and the proxy card(s) are first being mailed to shareholders on
or about January 29, 2004, or as soon as practicable thereafter.
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This Proxy Statement should be kept for future reference. The most recent
annual report of each Fund, including financial statements, for the fiscal
year ended July 31, 2003 has been mailed previously to shareholders. If you
would like to receive additional copies of these shareholder reports free of
charge, or copies of any subsequent shareholder report, please contact the
Company by writing to the address set forth on the first page of this proxy
statement or by calling (800) 934-6674. Shareholder reports will be sent by
first class mail within three business days of the receipt of the request.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS VOTE FOR THE NOMINEES LISTED IN PROPOSAL 1
AND FOR PROPOSALS 2, 3 AND 4.
3
--------------
PROPOSAL 1 -- ALL FUNDS
ELECTION OF THE DIRECTORS
--------------
The purpose of this Proposal is to elect a Board of Directors for the Company
in case the Plan, as described in Proposal 2, is not approved by shareholders
of each Fund. It is intended that the enclosed proxy will be voted for the
election as Directors of the Company of the nine nominees listed below
("Nominees"). Three of the Nominees named below are currently Directors of the
Company and each has served in that capacity since originally elected or
appointed.
In order to create uniform boards of directors/trustees for all of the funds,
the same Nominees are also being proposed for election to the boards of
directors/trustees of the other funds involved in the integration initiative
described above. These Nominees, if elected, would be nominated to serve as the
Trustees of the Tamarack Funds Trust. The Report of the Advisory Group on Best
Practices for Fund Directors issued in 1999 by the Investment Company Institute
recommends that mutual fund boards of directors generally be organized either
as a unitary board for all the funds in a complex or as cluster boards for
groups of funds within a complex, rather than as separate boards for each
individual fund.
THE NOMINEES TO THE BOARD
Information about the Nominees, including their business addresses, ages and
principal occupations during the past five years, and other current
directorships of publicly traded companies or funds, are set forth in the table
below. A Nominee is deemed to be "independent" to the extent the Nominee is not
an "interested person" of the Company, as that term is defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended ("1940 Act"). For
purposes of this Proxy Statement, "Fund Complex" means: the series of the
Company; the series of RBC Funds, Inc.; the series of J&B Funds; the series of
Investors Mark Series Fund, Inc.; Babson Enterprise Fund, Inc.; Babson
Enterprise Fund II, Inc.; Babson-Stewart Ivory International Fund, Inc.; Babson
Value Fund, Inc.; David L. Babson Growth Fund, Inc.; the series of D.L. Babson
Bond Trust; D.L. Babson Money Market Fund, Inc.; D.L. Babson Tax-Free Income
Fund, Inc. and Shadow Stock Fund, Inc.
NUMBER OF
PORTFOLIOS
PRINCIPAL IN FUND OTHER
POSITION(S) TERM OF OFFICE OCCUPATION(S) COMPLEX(2) DIRECTORSHIPS
NAME, ADDRESS(1) WITH THE AND LENGTH OF DURING OVERSEEN HELD BY
AND AGE COMPANY TIME SERVED PAST 5 YEARS BY NOMINEE NOMINEE
- ------------------------ ------------- ---------------- ---------------------- ------------ --------------
INDEPENDENT NOMINEES
T. Geron Bell Director Indefinite(3); President of Twins 16(5) None
34 Kirby Puckett Place since 1993 Sports, Inc. (the
Minneapolis, Minnesota parent company of
55415 Minnesota Twins and
Age: 62 Victory Sports) since
November, 2002;
prior thereto
President of the
Minnesota Twins
Baseball Club
Incorporated since
1987.
4
NUMBER OF
PORTFOLIOS
PRINCIPAL IN FUND OTHER
POSITION(S) TERM OF OFFICE OCCUPATION(S) COMPLEX(2) DIRECTORSHIPS
NAME, ADDRESS(1) WITH THE AND LENGTH OF DURING OVERSEEN HELD BY
AND AGE COMPANY TIME SERVED PAST 5 YEARS BY NOMINEE NOMINEE
- ------------------------ ------------- ---------------- ----------------------- ------------ --------------
Ronald James Director Indefinite(3); President and Chief 16(5) Bremer
Age: 52 since 1992 Executive Officer, Financial
Center for Ethical Corporation
Business Cultures
since 2000; President
and Chief Executive
Officer of the
Human Resources
Group, a division of
Ceridian
Corporation, from
1996-1998. Ceridian
Corporation is an
information services
company specializing
in human resources
outsourcing solutions.
Jay H. Wein Director Indefinite(3); Independent investor 16(5) None
5305 Elmridge Circle since 1991 and business
Excelsior, Minnesota consultant since
55331 1989.
Age: 71
Lucy Hancock Bode Nominee Indefinite(3) Lobbyist. 6(4) None
2518 White Oak Road
Raleigh, North Carolina
27609
Age: 51
Leslie H. Garner, Jr. Nominee Indefinite(3) President, Cornell 6(4) None
600 First Street College.
West Mount Vernon,
Iowa 52314-1098
Age: 53
John A. MacDonald Nominee Indefinite(3) CIO, Hall Family 10(7) None
P.O. Box 419580 Foundation.
Mail Drop 323
Kansas City, Missouri
64141
Age: 54
H. David Rybolt Nominee Indefinite(3) Consultant, HDR 18(6) None
6501 W. 66th Street Associates,
Overland Park, Kansas (management
66202 consulting).
Age: 61
5
NUMBER OF
PORTFOLIOS
PRINCIPAL IN FUND OTHER
POSITION(S) TERM OF OFFICE OCCUPATION(S) COMPLEX(2) DIRECTORSHIPS
NAME, ADDRESS(1) WITH THE AND LENGTH OF DURING OVERSEEN HELD BY
AND AGE COMPANY TIME SERVED PAST 5 YEARS BY NOMINEE NOMINEE
- ------------------- ------------- ---------------- ----------------------- ------------ --------------
James R. Seward Nominee Indefinite(3) Private 10(7) Syntroleum
Age: 51 Investor/Consultant, Corp.,
2000 to present; Lab One,
Financial Consultant, Inc.,
Seward & Company, Concorde
LLC 1998-2000. Career
Colleges.
INTERESTED NOMINEE
Michael T. Lee(8) Nominee Indefinite(3) Chief Operating None None
Age: 40 Officer and Senior
Vice President,
Voyageur, 2003 to
present; Senior
Portfolio Manager,
Voyageur, 2000 to
present; Vice
President, Senior
Research Analyst
and Equity Portfolio
Manager, Voyageur,
1999-2003.
- ------------------
(1) Unless otherwise specified, the address of each Director/Nominee is 90
South Seventh Street, Suite 4300, Minneapolis, Minnesota 55402.
(2) The Tamarack Funds Trust consists of 17 "shell" series as of the date of
this Proxy Statement. The Tamarack Funds Trust was formed solely for the
purposes of completing the reorganization transactions contemplated by the
integration initiative. Accordingly, the series of the Tamarack Funds Trust
have not been included in the totals in this column.
(3) The Director/Nominee may serve until his or her resignation, removal or
disqualification.
(4) Director of RBC Funds, Inc., which consists of six series.
(5) Director of Great Hall Investment Funds, Inc., which consists of five
series. Director/Trustee of each of the nine Babson Funds, one of which
consists of two series. Trustee of J&B Funds, which consists of a single
series, J&B Small-Cap International Fund.
(6) Director/Trustee of each of the Babson Funds except Babson-Stewart Ivory
International Fund, Inc. Director of Investors Mark Series Fund, Inc.,
which consists of nine series.
(7) Trustee of J&B Funds, which consists of a single series, J&B Small-Cap
International Fund; also, Director, Investors Mark Series Fund, Inc., which
consists of nine series.
(8) Mr. Lee is an "interested person" of the Funds as defined in the 1940 Act.
He is an officer of Voyageur, the Funds' investment advisor.
EXECUTIVE OFFICERS
Officers of the Company are elected by the Board of Directors to oversee the
day-to-day activities of each Fund. Information about the executive officers of
the Company, including their principal occupations during the past five years,
is set forth in EXHIBIT A to this Proxy Statement. All of these officers are
also officers and/or employees of Voyageur or RBC Dain Rauscher Inc.
SHARE OWNERSHIP
As of December 31, 2003, the Nominees, Directors and officers of each Fund
beneficially owned as a group less than 1% of the outstanding shares of each
Fund.
6
The following table sets forth the aggregate dollar range of equity securities
owned by each Nominee of each Fund and of all funds in the Fund Complex as of
December 31, 2003. The information as to beneficial ownership is based on
statements furnished by each Nominee.
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL REGISTERED
DOLLAR RANGE OF INVESTMENT COMPANIES OVERSEEN OR
EQUITY SECURITIES IN TO BE OVERSEEN BY DIRECTOR/NOMINEE IN
THE FUNDS FAMILY OF INVESTMENT COMPANIES
---------------------- --------------------------------------
INDEPENDENT NOMINEES
T. Geron Bell ......................................... $1 to $10,000
Prime Fund .......................................... $1 to $10,000
Lucy Hancock Bode ..................................... None $10,001 to $50,000
Leslie H. Garner, Jr. ................................. None $50,001 to $100,000
Ronald James .......................................... $10,001 to $50,000
Institutional Tax-Free Fund ......................... $10,001 to $50,000
John A. MacDonald ..................................... None None
H. David Rybolt ....................................... None Over $100,000
James R. Seward ....................................... None None
Jay H. Wein ........................................... $50,001 to $100,000
Prime Fund .......................................... $50,001 to $100,000
INTERESTED NOMINEE
Michael T. Lee ........................................ $10,001 to $50,000
Prime Fund .......................................... $10,001 to $50,000
NUMBER OF BOARD MEETINGS
During the fiscal year ended July 31, 2003, the Board of Directors met five
times. It is expected that the Board will meet at least quarterly at regularly
scheduled meetings.
COMPENSATION
All of the current Directors of the Company are considered not to be
"interested persons" of the Company, as that term is defined in the 1940 Act
("Independent Directors"). The annual compensation of each Director is $12,000
plus $3,500 for each regularly scheduled meeting attended (in-person or
telephonically) and $1,000 for each special telephonic meeting attended.
The following table summarizes the compensation paid to the Directors of the
Company, including committee fees, for the twelve-month period ended July 31,
2003.
PENSION OR
AGGREGATE RETIREMENT ESTIMATED
COMPENSATION BENEFITS ANNUAL TOTAL
FOR THE ACCRUED AS BENEFITS COMPENSATION FOR
COMPANY PART OF FUND UPON FUND COMPLEX
NAME OF DIRECTOR 5 FUNDS) EXPENSES RETIREMENT PAID TO DIRECTOR
- ------------------------ -------------- -------------- ------------ -----------------
T. Geron Bell .......... $31,000 None None $ 34,125(1)
Sandra J. Hale ......... $31,000 None None $ 34,125(1)
Ronald James ........... $31,000 None None $ 34,125(1)
Jay H. Wein ............ $31,000 None None $ 34,125(1)
- ------------------
(1) Director/trustee of 27 funds and series in the Fund Complex as of June 30,
2003.
7
To facilitate the creation of a unitary board of directors/trustees as part of
the integration initiative discussed above, certain Independent Directors
agreed not to stand for re-election. Independent Directors are not entitled to
benefits under any pension or retirement plan. However, the Board determined
that, particularly given the benefits that would accrue to the Funds from the
creation of unitary boards of directors/trustees, it is appropriate to provide
the one Independent Director who is not standing for re-election a one-time
benefit. Given that Voyageur will also benefit from the administrative
efficiencies of unitary boards of directors/trustees, Voyageur has agreed to
bear the costs of this one-time benefit. The amount of the benefit being paid
to Ms. Hale is $13,250 in the aggregate for all of the Babson Funds, J&B Funds,
and Great Hall Investment Funds, Inc. for which she serves as an independent
director/trustee.
STANDING COMMITTEES
The Company has a standing Audit Committee currently consisting of the
Independent Directors.
As set forth in its charter, the primary duties of the Company's Audit
Committee are: (1) to evaluate the performance and compensation of the
independent auditors and make recommendations to the Board regarding the
selection of independent auditors; (2) to review communications concerning the
independence of the auditors, including the auditors' specific representations
as to their independence; (3) to meet with the Funds' independent auditors to
review the arrangements for, procedures to be utilized, staffing and scope of
the annual audit; (4) to consider the independent auditors' review of audit
results, including the proposed auditors' report on the Funds' financial
statements and the proposed auditors' report on internal controls; (5) to
review reports by the Funds' investment adviser, including reports on: (a) any
problems under the Funds' Codes of Ethics; (b) the adequacy of internal
controls and internal audit functions; (c) the performance of the Funds'
service providers; (d) any problems with compliance with the Funds' investment
policies and restrictions; and (e) any actual or apparent conflicts of interest
between the Funds and their investment adviser, distributor or other service
providers.
The Audit Committee met four times during the fiscal year ended July 31, 2003.
No Director attended less than 75% of the Board meetings, including committee
meetings.
NOMINATION PROCESS
As described above, the integration initiative includes proposals to create a
single board of directors/trustees for the funds. As part of this initiative,
the Board has nominated nine individuals to serve on the board of directors of
the Company. These same individuals are being nominated to serve on the boards
of directors/trustees for each of the other funds so that a single, unitary
board of directors/trustees would be elected for all of the funds.
The eight independent directors/trustees nominated to serve on the single,
unitary board have been selected from among the independent directors/trustees
currently serving on the boards of the funds. In this connection, the
independent directors/trustees of the existing boards of the funds determined
to create an ad hoc board consolidation committee (the "Committee") of four
independent directors/trustees. An independent board member from each of the
Funds, RBC Funds, Inc., the Babson Funds and J&B Funds was selected to serve on
the Committee. The Committee was assigned the responsibility of evaluating each
existing board member's professional background and work experience,
professional competencies, time availability and commitment, and overall past
contribution to the board of an existing fund within the fund complex. The
Committee was also responsible for developing recommendations for the size and
actual membership of the new board. Among the core professional competencies
and abilities that the Committee considered relevant in making its
recommendations on board membership were a person's investment background,
accounting/finance background, academic/theoretical background, marketing
perspective, technology/systems background, leadership abilities, business
acumen and entrepreneurial talent. In addition, the Committee took into account
the age distribution, diversity and impact of regulatory requirements in its
recommendations on the composition of the new board.
Based on the recommendations of the Committee, the independent
directors/trustees of each of the funds' boards determined to fix the number of
board members at nine, eight of whom would be independent board
8
members and one of whom would be an inside board member. Each of the boards
also approved the Committee's recommendations on the eight independent board
member nominees and management's recommendation on the inside board member
nominee.
The Committee does not have a charter. The Company does not have a stated
policy with regard to the consideration of board candidates nominated by
shareholders. As part of the creation of the new Tamarack Funds Trust, which is
being proposed as part of the integration initiative described above, it is
expected that the Tamarack Funds Trust's board of trustees will establish
various committees as part of the organization process for the Tamarack Funds
Trust. As part of that process, the board of trustees would determine whether
to establish a formal nominating committee, prepare a written charter for the
committee, include a formal policy on consideration of shareholder nominations
to serve on the board of trustees, define the material elements that would be
included in any such policy, identify the process to be followed by such
committee in identifying and evaluating nominees (including those recommended
by shareholders), specify minimum qualifications for any committee-recommended
nominees, including any specific qualities or skills, and establish a process
for shareholders to send communications to the board of trustees.
* * *
SHAREHOLDER APPROVAL: Election of each of the Nominees to the Board of
Directors must be approved by the affirmative vote of the holders of a majority
of the voting power of the shares present and entitled to vote on that item of
business. The votes of each series of the Company will be counted together with
respect to the election of the Nominees.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR APPROVAL OF THE ELECTION OF
EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS.
9
--------------
PROPOSAL 2 -- ALL FUNDS
APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION
--------------
At a meeting of the Board held on November 24, 2003, the Board approved on
behalf of the Company and its Funds an Agreement and Plan of Reorganization
("Plan") substantially in the form attached to this Proxy Statement as EXHIBIT
B. Fund shareholders are now being asked to approve the Plan. If shareholders
of a Fund approve the Plan, the Directors and officers of the Company will
execute and implement the Plan on behalf of such Fund. If the Plan is approved
by shareholders of a Fund, the Reorganization of that Fund is expected to take
effect on or about March 31, 2004 ("Closing Date"), although that date may be
adjusted in accordance with the Plan.
OVERVIEW OF THE PROPOSAL
Shareholders of each Fund are asked to approve the proposed Plan, which
contemplates, with respect to each Fund:
o the transfer of all of the assets of the Fund to the corresponding
Tamarack Fund and the assumption by the corresponding Tamarack Fund of
all of the liabilities of the Fund in exchange for shares of the
corresponding Tamarack Fund having an aggregate net asset value equal
to the transferred net assets of the Fund;
o the distribution to each shareholder of the Fund of the same number of
shares of the corresponding Tamarack Fund having an aggregate net
asset value equal to the aggregate net asset value of the shares of
the Fund held by that shareholder on the Closing Date (shareholders of
Funds that offer multiple classes of shares will receive shares of the
corresponding class of the corresponding Tamarack Fund); and
o the subsequent complete liquidation of the Fund.
The following table presents the name of the Tamarack Fund corresponding to
each Fund.
GREAT HALL FUND CORRESPONDING TAMARACK FUND
- -------------------------------------------------- -----------------------------------------------
Great Hall Prime Money Market Fund Tamarack Prime Money Market Fund
Great Hall U.S. Government Money Market Fund Tamarack U.S. Government Money Market Fund
Great Hall Tax-Free Money Market Fund Tamarack Tax-Free Money Market Fund
Great Hall Institutional Prime Money Market Fund Tamarack Institutional Prime Money Market Fund
Great Hall Institutional Tax-Free Money Tamarack Institutional Tax-Free Money
Market Fund Market Fund
For a more detailed discussion of the terms of the Plan, please refer to
"Additional Information About the Plan," below.
Prior to shares of the Tamarack Funds being distributed to the Funds'
shareholders, the Funds, as shareholders of the Tamarack Funds Trust, will be
asked to vote on certain matters regarding the organization of the Tamarack
Funds Trust. A Fund will vote in favor of such matters regarding the
organization of the Tamarack Funds Trust only to the extent that the
shareholders of that Fund have voted in favor of the Plan. Shareholders of the
Funds are not being asked to vote separately on these issues. Thus,
shareholders of each Fund, in approving the Plan, will also, in effect, be
approving the following matters with respect to the Tamarack Funds Trust:
o Election of the nine Trustees described in Proposal 1;
10
o Approval of investment advisory agreements with Voyageur, which, with
a few minor exceptions that are described below, will be materially
the same as the investment advisory agreements currently in place with
respect to the Funds;
o Approval of the liquidation and dissolution of the Company, to the
extent such approval is required.
More information on each of these items is discussed below under "Matters on
Which the Tamarack Funds Will Vote."
BOARD CONSIDERATION OF THE PLAN
The primary purposes of the proposed Reorganizations are to seek future
economies of scale and to eliminate certain costs associated with operating
eight different business entities -- the Company, RBC Funds, Inc., J&B Funds,
Babson Enterprise Fund, Inc., Babson Enterprise Fund II, Inc., Babson Value
Fund, Inc., D.L. Babson Tax-Free Income Fund, Inc. and Shadow Stock Fund, Inc.
- -- in three different states. In unanimously approving the Plans, the Directors
of the Company determined, with respect to each Fund, that the proposed
Reorganization would be in the best interests of the applicable Fund and its
shareholders and that the ownership interests of such Fund's shareholders would
not be diluted as a result of the Reorganization. Key factors considered by the
Board include the following:
o Voyageur has informed the Board that it believes that by reorganizing
each Fund and the other funds advised by Voyageur as separate series
of a single entity, the Tamarack Funds Trust, the funds should be able
to realize greater operating efficiencies.
o Voyageur has informed the Board that it believes that the proposed
Delaware statutory trust form provides a cost efficient and flexible
method of operating the Funds for the benefit of Fund shareholders. In
recent years, many mutual funds have reorganized as Delaware statutory
trusts.
o The terms of the current expense limitation agreement for each Fund,
which is in place through November 30, 2004, would continue to be
applied to the corresponding Tamarack Fund, and it is expected that
gross operating expenses thereafter would not exceed those that would
have been incurred by the Fund absent the Reorganization.
o The Funds will not bear any ordinary costs of the Reorganizations.
o The investment objective of each Tamarack Fund will be identical to
that of the corresponding Fund, and the Tamarack Fund will be managed
by the same personnel and, with a few exceptions that are the subject
of Proposal 3, in accordance with the same investment policies
utilized in the management of each Fund immediately prior to the
Reorganization.
o Shareholders of each Fund will continue to receive the same level of
services currently provided by each Fund.
o Each Reorganization is intended to be tax-free for federal income tax
purposes.
o Shareholders' ownership interests will not be diluted as a result of
the Reorganizations.
EFFECTS OF EACH REORGANIZATION ON THE FUND AND ITS SHAREHOLDERS
Immediately after the Reorganization, shareholders of each Fund will own shares
of the corresponding Tamarack Fund that are equal in number and in value to,
and have the same class features as, the shares of each Fund that were held by
those shareholders immediately prior to the closing of the Reorganization (the
"Closing"). Thus, for example, a shareholder who owns 100 Investor Class shares
of a Fund immediately prior to the Closing would own, immediately after the
Closing, 100 shares of the corresponding Tamarack Fund having the same net
asset value and features as those 100 Investor Class shares of the Fund held
immediately prior to the Closing.
As a result of the Reorganizations, shareholders of the Funds, which are series
of the Company, a Minnesota corporation, will become shareholders of the
Tamarack Funds, which are series of a Delaware statutory trust. For a
comparison of certain attributes of these entities that may affect shareholders
of the Funds, please see "Differences in Organizational Structures" below.
11
THE REORGANIZATION WILL NOT RESULT IN ANY CHANGE IN THE INVESTMENT OBJECTIVE OR
PRINCIPAL INVESTMENT STRATEGIES OR INVESTMENT ADVISOR OF ANY OF THE FUNDS. Each
Tamarack Fund will offer the same shareholder services as its corresponding
Fund. If Proposal 3 is approved, whether or not the Plan is approved, certain
changes may be made to current investment policies/restrictions of the Funds,
as further described in that Proposal.
NO SALES LOAD, COMMISSION OR OTHER TRANSACTIONAL FEE IN CONNECTION WITH THE
REORGANIZATIONS
The full value of your shares of a Fund will be exchanged for shares of the
corresponding Tamarack Fund without any sales load, commission or other
transactional fee being imposed.
FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATIONS
As a condition to each Fund's obligation to consummate the applicable
Reorganization, the Fund and the corresponding Tamarack Fund will receive an
opinion from legal counsel to the Funds to the effect that, on the basis of the
existing provisions of the Internal Revenue Code of 1986, as amended ("Code"),
current administrative rules and court decisions, the transactions contemplated
by the Plan constitute a tax-free reorganization for federal income tax
purposes.
EXPENSES RELATED TO THE REORGANIZATIONS
Voyageur, the Funds' investment advisor, will bear all ordinary expenses
associated with the Reorganizations, other than any expenses individually
incurred by shareholders. No extraordinary expenses are expected.
ADDITIONAL INFORMATION ABOUT THE PLAN
SUMMARY OF TERMS
The following is a summary of the Plan. This summary is subject in all respects
to the provisions of, and is qualified in its entirety by reference to, the
Plan, which is attached as EXHIBIT B to this Proxy Statement.
As stated above, with respect to each Fund and its corresponding Tamarack Fund,
the Plan provides that all of the assets of the Fund will be transferred to the
Tamarack Fund, which will assume all of the Fund's liabilities. Fund
shareholders will receive that number of full and fractional shares of the
Tamarack Fund which is equivalent in number and value to the shares of the Fund
held as of the close of business on the Closing Date. Immediately following the
Reorganization, shareholders of the Fund will be shareholders of its
corresponding Tamarack Fund and the Tamarack Fund will have no other
shareholders. The Fund's shareholders will not pay a sales charge, commission
or other transaction costs in connection with their receipt of shares of the
Tamarack Fund.
With respect to each Fund, the Plan must be approved separately by shareholders
of that Fund. In the event that shareholders of a particular Fund do not
approve the Reorganization of that Fund with and into the corresponding
Tamarack Fund, the Plan will continue to remain in full force and effect with
respect to any reorganization transactions approved by shareholders of the
other Funds. Moreover, the Plan provides that the benefits and obligations
attendant to the Reorganization are severable with respect to each Fund and the
corresponding Tamarack Fund.
Each Reorganization is subject to a number of conditions, including the
following: (1) approval of the Plan and the transactions contemplated thereby
as described in this Proxy Statement by the shareholders of the Fund; (2) the
receipt of certain legal opinions described in the Plan; (3) the receipt of
certain certificates from the parties concerning the continuing accuracy of the
representations and warranties in the Plan and other matters; and (4) the
parties' performance in all material respects of their agreements and
undertakings in the Plan.
If the shareholders approve the Plan and the various other conditions required
for the Closing are satisfied, the Closing is expected to occur on or about
March 31, 2004, or such other date as is agreed to by the parties, on the basis
of values calculated as of the close of regular trading on the New York Stock
Exchange on the Closing Date.
12
The Plan may be terminated (i) by the mutual agreement of the parties, or (ii)
by either party if the Closing shall not have occurred on or before July 15,
2004, unless such date is extended by mutual agreement of the parties, (iii) by
either party if the other party shall have materially breached its obligations
under the Plan or made a material and intentional misrepresentation in the Plan
or in connection with the Plan, or (iv) at any time prior to the Closing Date
if circumstances should develop that, in the opinion of the Board or the board
of trustees of the Tamarack Fund, make proceeding with the Reorganization
inadvisable with respect to the Fund or the Tamarack Fund, respectively. The
Plan may also be amended by mutual agreement of the parties in writing.
However, no amendment may be made following the Meeting if such amendment would
have the effect of changing the provisions for determining the number of shares
of the Tamarack Fund to be issued to the Fund under the Plan to the detriment
of the Fund's shareholders without their approval.
TAX CONSIDERATIONS
It is anticipated that each Reorganization will be a tax-free reorganization
within the meaning of Section 368(a) of the Code. With respect to each
Reorganization, the Fund and its corresponding Tamarack Fund will receive an
opinion from Dechert LLP substantially to the effect that, based on certain
facts, assumptions and representations, for federal income tax purposes: (1)
the Reorganization will constitute a "reorganization" within the meaning of
Code Section 368(a); (2) the shareholders will recognize no gain or loss on
their receipt of voting shares of the Tamarack Fund in exchange for their
voting shares of the Fund pursuant to the Reorganization; (3) the Fund will not
recognize gain or loss on the transfer of all of its assets to the Tamarack
Fund solely in exchange for voting shares of the Tamarack Fund and the
assumption by the Tamarack Fund of the Fund's liabilities pursuant to the
Reorganization; (4) the Fund will not recognize gain or loss on its
distribution of voting shares of the Tamarack Fund to its shareholders pursuant
to the liquidation of the Fund; (5) the Tamarack Fund will not recognize gain
or loss on its acquisition of all of the assets of the Fund solely in exchange
for voting shares of the Tamarack Fund and the assumption by the Tamarack Fund
of the Fund's liabilities; (6) the tax basis of the voting shares of the
Tamarack Fund received by each of the Fund's shareholders pursuant to the
Reorganization will equal the tax basis of the voting shares of the Fund
surrendered in exchange therefor; (7) the holding period of the voting shares
of the Tamarack Fund received by each of the shareholders pursuant to the
Reorganization will include the period that the shareholder held the voting
shares of the Fund exchanged therefor, provided that the shareholder held such
shares as capital assets on the date of the Reorganization; (8) the Tamarack
Fund's basis in the assets of the Fund received pursuant to the Reorganization
will equal the Fund's basis in the assets immediately before the
Reorganization; and (9) the Tamarack Fund's holding period in the Fund's assets
received pursuant to the Reorganization will include the period during which
the Fund held the assets. No opinion will be expressed by Dechert LLP, however,
as to whether any gain or loss will be recognized by any Fund or Tamarack Fund
in connection with any disposition of assets by the Fund or the Tamarack Fund
prior to or following the Reorganization.
Shareholders of the Fund should consult their tax advisors regarding the
effect, if any, of the Reorganization in light of their individual
circumstances and, since the foregoing discussion only relates to the federal
income tax consequences of the Reorganization, should consult their tax
advisors as to state and local tax consequences, if any, of the Reorganization.
DIFFERENCES IN ORGANIZATIONAL STRUCTURES
The Tamarack Funds Trust is a Delaware statutory trust governed by its
Agreement and Declaration of Trust, By-Laws and Board of Trustees. The Company
is a Minnesota corporation governed by its Articles of Incorporation, By-Laws
and Board of Directors. The operations of the Tamarack Funds Trust and the
Company are also governed by applicable state and Federal law.
Under the Agreement and Declaration of Trust and By-Laws of the Tamarack Funds
Trust, the Trustees of the Tamarack Funds Trust will have more flexibility than
the Directors of the Company and, subject to applicable requirements of the
1940 Act and Delaware law, broader authority to act. The increased flexibility
may allow the Trustees of the Tamarack Funds Trust to react more quickly to
changes in competitive and regulatory conditions and, as a consequence, may
allow the Tamarack Funds Trust to operate in a more efficient and economical
manner. Delaware law also promotes ease of administration by permitting the
Board of the
13
Tamarack Funds Trust to take certain actions, for example, establishing new
investment series of the Tamarack Funds Trust, without filing additional
documentation with the state, and incurring the additional preparation time and
costs.
Importantly, the Trustees of the Tamarack Funds Trust will effectively have the
same fiduciary obligations to act with due care and in the interest of the
Tamarack Funds and their shareholders as do the Directors with respect to the
Funds and their shareholders.
Key differences between the organizational structures of the Tamarack Funds
Trust and the Company are summarized in this section. The summary focuses on
differences that might be material to a Fund shareholder. It is not an
exhaustive discussion. Shareholders who are interested in obtaining more detail
should refer to the applicable Fund documents and state laws that are described
in the summary. Copies of the documents are available from the Funds upon
request.
SHAREHOLDER LIABILITY
TAMARACK FUNDS TRUST
The Declaration of Trust of the Tamarack Funds Trust provides that shareholders
are not personally liable for the debts, liabilities, obligations and expenses
incurred by, contracted for, or otherwise existing with respect to the Tamarack
Funds Trust, the Tamarack Funds or any class of shares. In addition,
shareholders have the same limitation of personal liability as is extended to
shareholders of a Delaware for-profit corporation.
COMPANY
The Company is organized as a Minnesota corporation, and as such, its
shareholders generally have no personal liability for its acts or obligations.
LIQUIDATION OR DISSOLUTION
Generally, in the event of the liquidation or dissolution of any of the Funds
or Tamarack Funds, as the case may be, the shareholders of that Fund/Tamarack
Fund are entitled to receive, when and as declared by the Board, the excess of
the assets over the liabilities belonging to the Fund/Tamarack Fund. The assets
so distributed to shareholders of a Fund/Tamarack Fund would be distributed
among the shareholders in proportion to the number of shares of that
Fund/Tamarack Fund held by them and recorded on the books of the Fund/Tamarack
Fund.
TAMARACK FUNDS TRUST
The Declaration of Trust of the Tamarack Funds Trust permits a majority of the
Trustees to liquidate the Tamarack Funds Trust, or any class or series of the
Tamarack Funds Trust, upon written notice to shareholders, without submitting
the matter for shareholder approval.
COMPANY
Minnesota law generally requires shareholder approval of a dissolution of the
Company. If all outstanding shares of a Fund, or a class of a Fund, have been
redeemed, exchanged, or otherwise acquired by the Company, such shares return
to the status of authorized and unissued shares without designation as to Fund
(if no shares of such Fund remain outstanding) or with the same designation as
to Fund, but no designation as to class within such Fund, and all provisions of
the Company's articles of incorporation relating to such Fund, or such class of
such Fund, cease to be of further effect and cease to be a part of the
Company's Articles of Incorporation. Upon the occurrence of such an event, the
Board has the power, without shareholder approval, to cause restated Articles
of Incorporation to be filed that reflect the removal from the Articles of
Incorporation of all such provisions relating to such Fund, or such class of
such Fund.
14
LIABILITY OF DIRECTORS/TRUSTEES
TAMARACK FUNDS TRUST
Absent willful misfeasance, bad faith, gross negligence or reckless disregard
of a Trustee's duties, a Trustee acting in such capacity shall not be
personally liable to any person other than the Tamarack Funds Trust or a
beneficial owner for any act, omission or obligation of the Tamarack Funds
Trust or any Trustee. A Trustee or officer of the Tamarack Funds Trust will be
indemnified by the Tamarack Funds Trust to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or paid by him
or in connection with the defense of any proceeding in which he or she becomes
involved by virtue of being or having been a Trustee or officer.
COMPANY
The Articles of Incorporation of the Company provide that, to the fullest
extent permitted by the Minnesota Business Corporation Act (except as
prohibited by the 1940 Act), a Director is not liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a Director.
The Articles of Incorporation also provide that the Company will indemnify
Directors for such expenses and liabilities, and to the full extent, permitted
by the Minnesota Business Corporation Act, except as prohibited by the 1940
Act.
RIGHTS OF INSPECTION
TAMARACK FUNDS TRUST
Shareholders shall have the right to inspect the Tamarack Funds Trust's
accounts, books or documents only to the extent such right is conferred by the
Trustees.
COMPANY
The Minnesota Business Corporation Act provides that a shareholder has, upon
written demand stating the purpose of the demand, a right at any reasonable
time to examine and copy a corporation's share register and other corporate
records reasonably related to the stated purpose and described with reasonable
particularity in the written demand. The shareholder must demonstrate that the
stated purpose is a proper purpose, as that term is defined in the Minnesota
Business Corporation Act.
SHAREHOLDER MEETINGS
Neither the Tamarack Funds Trust nor the Company is required to hold annual
meetings of shareholders (other than in a year in which the election of
directors is required by the 1940 Act), although the Tamarack Funds Trust and
the Company may hold special meetings at any time. However, the Minnesota
Business Corporation Act provides that, if a regular meeting of shareholders
has not been held during the immediately preceding 15 months, a shareholder or
shareholders holding 3% or more of the voting power of all shares entitled to
vote may demand a regular meeting of shareholders by written notice of demand
given to the chief executive officer or the chief financial officer of the
corporation.
When a shareholder meeting is held by either the Tamarack Funds Trust or the
Company, all shares entitled to vote on any matters submitted to a vote of the
shareholders are voted in the aggregate, except when (1) required by the 1940
Act, shares are voted by the individual Fund or Tamarack Fund; (2) the matter
involves any action that the Directors/Trustees have determined will affect
only the interests of one or more Fund or Tamarack Fund, then only the
shareholders of such series shall be entitled to vote thereon; and (3) the
matter involves any action that the Directors/Trustees have determined will
affect only the interests of one or more classes, then only the shareholders of
such class or classes shall be entitled to vote thereon.
TAMARACK FUNDS TRUST
The By-Laws for the Tamarack Funds Trust permit special meetings of the
shareholders to be called by shareholders holding at least 10% of the
outstanding shares of the Tamarack Funds Trust entitled to vote at
15
such meeting. Shareholders may also take action in lieu of a meeting by written
instrument signed by the holders of outstanding shares representing the minimum
number of votes that would be necessary to authorize or take that action at a
meeting.
Delaware law generally provides greater flexibility with regard to shareholder
voting rights and proxy requirements. The Declaration of Trust provides that
331/3% of the shares entitled to vote at any meeting must be present in person
or by proxy to establish a proper quorum for voting purposes, unless a larger
quorum is required by applicable law, by the By-Laws of the Trust, or by the
Declaration of Trust. Further, when a quorum is present, a majority of votes
cast shall decide any issues, and a plurality shall elect a Trustee of the
Tamarack Funds Trust, unless a larger vote is required by the governing
documents or under applicable law. The effect of the quorum and voting
provisions is to make it easier for the Tamarack Funds Trust to seek
appropriate shareholder approvals for many actions not related to regulatory
issues without experiencing the added costs or delays of soliciting additional
proxies or votes and without being disadvantaged by abstentions or broker
non-votes. Delaware also affords trustees the ability to adapt a Delaware
statutory trust to future contingencies. For example, trustees have the
authority to incorporate a Delaware statutory trust, to merge or consolidate a
Delaware statutory trust or its series with another entity, to cause multiple
series of a Delaware statutory trust to become separate trusts, to change the
state of domicile or to liquidate a Delaware statutory trust, all without
having to obtain a shareholder vote.
COMPANY
Under the By-Laws of the Company, a special meeting of shareholders of a Fund
may be called by one or more shareholders holding 10% or more of the shares
entitled to vote on the matters to be presented to the meeting.
Under the By-Laws of the Company, the holders of 10% of the shares outstanding
and entitled to vote constitute a quorum for the transaction of business at any
regular or special meeting. The By-Laws provide that, except as otherwise
specifically provided by the By-Laws or as required by the Investment Company
Act of 1940 or other applicable laws, all questions shall be decided by a
majority vote of the number of shares entitled to vote and represented at a
meeting at the time of the vote. If a matter to be presented at a meeting
relates only to particular classes or series of the Company, then only the
shareholders of such classes or series are entitled to vote on such matter.
Minnesota law generally requires that shareholders may take action by the
affirmative vote of the holders of a majority of the voting power of the shares
present and entitled to vote on that item of business.
REORGANIZATION/COMBINATION TRANSACTIONS
TAMARACK FUNDS TRUST
Under the Declaration of Trust and Delaware law, the Trustees may generally
authorize mergers, consolidations, share exchanges and reorganizations of a
Tamarack Fund or the Tamarack Funds Trust with another trust, series or other
business organization without shareholder approval, although such approval may
be separately required under the federal securities laws and rules thereunder.
For example, the 1940 Act and rules thereunder may require a shareholder vote
of a proposed merger involving affiliated funds under certain circumstances,
such as when the merging funds have materially different advisory contracts or
fundamental investment restrictions.
COMPANY
Under the Minnesota Business Corporation Act, with limited exceptions, a plan
of merger or exchange must first be approved by the Board of Directors and then
approved at a shareholder meeting by the affirmative vote of the holders of a
majority of the voting power of all shares entitled to vote.
AMENDMENT OF CHARTER DOCUMENT
TAMARACK FUNDS TRUST
The Trustees may generally restate, amend or otherwise supplement the Trust's
governing instrument, which includes the Declaration of Trust and the By-Laws,
without the approval of shareholders, subject to limited exceptions (such as
amendments affecting shareholders' voting rights).
16
COMPANY
Under the Minnesota Business Corporation Act, amendments to the charter of a
corporation may be proposed by the Board of Directors or by a shareholder or
shareholders holding three percent or more of the voting power of the shares
entitled to vote. Such a proposal must be approved at a shareholder meeting by
the affirmative vote of the holders of the greater of (1) a majority of the
voting power of the shares present and entitled to vote on the proposal, or (2)
a majority of the voting power of the minimum number of the shares entitled to
vote that would constitute a quorum for the transaction of business at the
meeting, except where the Act or the corporation's Articles of Incorporation
require a larger proportion or number. (If the Articles of Incorporation
require a larger proportion or number than is required by the Act for a
particular action, the Articles of Incorporation control.) In any case where a
class or series of shares is entitled to vote as a class or series, the
proposal being voted upon must also receive the affirmative vote of the holders
of the same proportion of the shares present of that class or series, or of the
total outstanding shares of that class or series, as the proportion required
above, unless the corporation's Articles of Incorporation require a larger
proportion.
DERIVATIVE ACTIONS
TAMARACK FUNDS TRUST
Shareholders of the Tamarack Funds Trust or any Tamarack Fund may not bring a
derivative action to enforce the right of the Tamarack Funds Trust or Tamarack
Fund unless certain conditions are satisfied. The conditions include, among
others, that (1) the complaining shareholder submit a written demand to the
Board of Trustees and that demand must be refused, and (2) at least 10% of the
shareholders of the Tamarack Funds Trust or the Tamarack Fund, as applicable,
join in bringing the derivative action. A shareholder of a particular Tamarack
Fund is not entitled to participate in a derivative action on behalf of any
other Tamarack Fund of the Tamarack Funds Trust.
COMPANY
Under Minnesota law, a shareholder generally may bring a derivative action to
enforce a right of a corporation if the corporation has failed to enforce a
right that may properly have been asserted by it. The complaint filed by the
plaintiff shareholder must describe the efforts, if any, made by the plaintiff
shareholder to obtain the desired action from the Board of Directors and, if
necessary, from the shareholders, and the reasons for the plaintiff
shareholder's failure to obtain the desired action, or for not making the
effort. A derivative action may not be maintained if it appears that the
plaintiff shareholder does not fairly and adequately represent the interest of
the shareholders similarly situated in enforcing the right of the corporation.
MATTERS ON WHICH THE TAMARACK FUNDS WILL VOTE
As noted above, in approving the Plan, shareholders of each Fund will also be
authorizing that Fund to vote on various actions regarding the Tamarack Funds
and the Tamarack Funds Trust. Fund shareholders are not being asked to vote
separately on these actions.
One of these actions will be to approve the election of Trustees of the
Tamarack Funds Trust. The nominees for election will be the same Nominees
elected under Proposal 1 at the Meeting. (If shareholders approve the Plan in
Proposal 2 but do not approve the election of all nine individuals in Proposal
1, it is possible that the Fund will not be reorganized into the Tamarack Funds
Trust. In that case, those Nominees who are elected would consider what further
steps may be appropriate.)
In addition each Fund, while it is the sole shareholder of the corresponding
Tamarack Fund, will approve a new investment advisory agreement with Voyageur.
The principal terms of the new advisory agreement, including the advisory fee
provisions, are the same as those of the current advisory agreement, except for
the dates of execution and termination and the addition of provisions regarding
Voyageur's standard of care and the use of sub-advisors.
17
VOYAGEUR'S STANDARD OF CARE. The current investment advisory agreement does not
contain a provision regarding Voyageur's standard of care in connection with
Voyageur's performance of the agreement. Pursuant to the new investment
advisory agreement, Voyageur will give the Fund the benefit of Voyageur's best
judgment and efforts in rendering investment advisory services. The new
investment advisory agreement provides that Voyageur shall not be liable for
any error of judgment or mistake of law or for any loss suffered by a Fund in
connection with the performance of the agreement, except a loss resulting from
a breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith, or gross
negligence on the part of Voyageur in the performance of its duties, or from
reckless disregard by Voyageur of its duties and obligations thereunder.
USE OF SUB-ADVISORS. The current investment advisory agreement does not contain
provisions authorizing Voyageur to delegate any or all of its duties to
sub-advisors. The new investment advisory agreement provides that Voyageur is
authorized, with respect to any one or more Funds, to delegate any or all of
its rights, duties and obligations under the agreement (subject in any event to
all of the limitations, terms and conditions applicable to Voyageur under the
agreement) to one or more sub-advisors, and that Voyageur may enter into
agreements with sub-advisors, and may replace any such sub-advisors from time
to time in its discretion, in accordance with applicable requirements of the
1940 Act, the Investment Advisers Act of 1940, as amended, and rules and
regulations thereunder, as amended from time to time or as interpreted from
time to time by the staff of the SEC, and in accordance with any applicable
exemptive orders or similar relief granted by the SEC. The new investment
advisory agreement requires Voyageur to oversee the performance of and services
provided by any sub-advisor engaged under the agreement.
Under the new advisory agreement, consistent with the current advisory
agreement, Voyageur will provide investment advisory services with respect to
each Tamarack Fund. There will be no change in the rate of advisory fees
charged to your Fund or in the types of advisory services required to be
provided to your Fund. For additional details about the current and new
investment advisory agreements, please refer to EXHIBIT C to this Proxy
Statement.
Shareholders of each Fund approving the Plan will also be approving the
liquidation and dissolution of that Fund and the liquidation and dissolution of
the Company.
INVESTMENT ADVISOR
Voyageur is a wholly-owned subsidiary of RBC Dain Rauscher Corp., which
maintains its offices at Dain Rauscher Plaza, 60 South Sixth Street,
Minneapolis, Minnesota 55402. RBC Dain Rauscher Corp. is a wholly-owned
subsidiary of Royal Bank of Canada ("RBC"), which maintains its offices at 200
Bay Street, Toronto, Ontario, Canada M5J 2J5 A6 00000. RBC is a diversified
financial services company that provides personal and commercial banking,
wealth management services, insurance, corporate and investment banking, online
banking and transaction processing on a global basis. As of October 31, 2003,
RBC employs approximately 60,000 people who service approximately 12 million
personal, business and public sector customers in North America and in some 30
countries around the world.
Voyageur has been registered with the Securities and Exchange Commission
("SEC") as an investment advisor since 1983, and has been a portfolio manager
of publicly-offered mutual funds since 1986. Voyageur maintains its offices at
90 South Seventh Street, Suite 4300, Minneapolis, Minnesota 55402. Voyageur
employs an experienced staff of professional investment analysts, portfolio
managers and traders, and uses several proprietary computer-based systems in
conjunction with fundamental analysis to identify investment opportunities.
Voyageur currently provides investment advisory and administrative services to
Great Hall Investment Funds, Inc., a series company that currently consists of
five money market portfolios; the Babson Funds, a family of ten individual
equity, fixed income, and money market funds and/or portfolios; RBC Funds,
Inc., a series company that currently consists of six separately managed equity
and fixed income portfolios; and J&B Funds, a series company that currently
consists of a single equity portfolio. Voyageur also provides fixed income,
equity and balanced portfolio management services to a variety of wrap
programs, insurance company separate accounts, and private account clients,
including individuals, public entities, Taft-Hartley plans, corporations,
private nonprofits, foundations, endowments and healthcare organizations. As of
October 31, 2003, Voyageur had approximately $23 billion in assets under
management, approximately $10.7 billion of
18
which was represented by the net assets of Great Hall Investment Funds, Inc.,
$317 million of which was represented by the net assets of RBC Funds, Inc.,
$1.2 billion of which was represented by the net assets of the Babson Group of
Funds, and $12 million of which was represented by the net assets of J&B Funds.
EXHIBIT D to this Proxy Statement sets forth information regarding other
registered investment companies with investment objectives similar to the Funds
for which Voyageur acts as investment advisor, including the rate of Voyageur's
compensation.
EXHIBIT E to this Proxy Statement sets forth information regarding the
principal executive officer and directors of Voyageur.
EXHIBIT F to this Proxy Statement sets forth the amount of fees paid by the
Funds to Voyageur under the current investment advisory agreements during the
most recently completed fiscal years. Voyageur has also contractually agreed to
limit expenses for the Funds through November 30, 2004 so that annual fund
operating expenses do not exceed certain rates. EXHIBIT F also sets forth
information concerning the amount and purpose of payments made by each Fund to
Voyageur or any affiliated person of Voyageur for services provided to the
Funds (other than under the current investment advisory agreements or for
brokerage commissions) during the most recently completed fiscal years.
* * *
SHAREHOLDER APPROVAL: Approval of Proposal 2 with respect to each Fund will
require the affirmative vote of the holders of a majority of the voting power
of all shares entitled to vote on that item of business.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS OF EACH FUND
VOTE FOR THE PLAN IN PROPOSAL 2.
--------------
PROPOSAL 3 -- ALL FUNDS
APPROVAL OF THE MODIFICATION OR RECLASSIFICATION OF
CERTAIN FUNDAMENTAL INVESTMENT POLICIES/RESTRICTIONS
--------------
INTRODUCTION
Each Fund invests its assets in accordance with its principal investment
objective, investment strategies and investment policies/restrictions. Under
the 1940 Act, investment objectives, policies and restrictions are designated
as "fundamental" or "non-fundamental." Those that are designated as fundamental
can be changed only upon approval of both the Board and Fund shareholders. In
contrast, non-fundamental objectives, policies and restrictions can be changed
upon approval by the Board, with adequate notice to shareholders. Under the
1940 Act, certain policies/restrictions must be adopted as matters of
fundamental policy and thus cannot be subsequently changed without shareholder
approval. These policies/restrictions cover each Fund's status as diversified,
and its investment operations with respect to borrowing, senior securities,
underwriting securities, real estate, making loans, concentration of
investments, and commodities. Other policies/restrictions may be, but are not
required to be, adopted as matters of fundamental policy.
This Proposal seeks to do two things. First, it seeks to make certain revisions
to those policies/restrictions that are required by the 1940 Act to remain
matters of fundamental policy. Second, it seeks to reclassify as
non-fundamental those policies/restrictions that are not required to be matters
of fundamental policy. This Proposal is accordingly separated into two
sections.
Changes to the fundamental policies/restrictions that are approved by
shareholders, as well as changes in non-fundamental policies/restrictions that
are adopted by the Boards, will be reflected in each Fund's Prospectus and
other disclosure documents.
19
MODIFICATION OF POLICIES/RESTRICTIONS THAT MUST REMAIN FUNDAMENTAL
Each of the fundamental policies/restrictions proposed for revision in this
section relates to an activity that the 1940 Act only permits to be changed by
shareholder approval. The proposed revisions to these policies/restrictions are
intended to promote consistency between the policies/restrictions of the Funds
and other funds advised by Voyageur. The changes are also intended to provide
the Board with the maximum flexibility permitted under the 1940 Act to allow
the Board to react to future developments. Although a Fund may benefit from
this increased flexibility in the future, the proposed changes are not expected
to have any immediate effect on the investment operations of the Funds. In
accordance with applicable law, any material changes in the future to the
investment operations of a Fund, as disclosed in its then effective prospectus
and statement of additional information, would be subject to Board approval and
would be disclosed to shareholders.
This section is divided into parts 3.A - 3.H. Each policy/restriction is
discussed separately below. For each, the current policy/restriction and the
proposed policy/restriction are listed, a brief explanation of the proposed
change is provided, and any material differences are highlighted.
PROPOSAL 3.A -- DIVERSIFICATION
APPLICABLE FUNDS -- PRIME FUND, GOVERNMENT FUND AND TAX-FREE FUND
CURRENT POLICY / RESTRICTION PROPOSED NEW POLICY / RESTRICTION
- --------------------------------------------------------- --------------------------------------------------------
[Each Fund may not:] purchase securities, if Each Fund has elected to be classified as a diversified
immediately after such purchase more than 5% of series of an open-end management investment
its total assets would be invested in the securities of company and will invest its assets only in a manner
any one issuer (excluding securities issued or consistent with this classification under applicable
guaranteed by the U.S. Government, its agencies or law.
instrumentalities), except that, subject to applicable
SEC rules (see the discussion of Rule 2a-7 above),
up to 25% of its total assets may be invested
without regard to this 5% limitation.
DISCUSSION OF PROPOSED CHANGE
Each Fund is a "diversified" fund under the 1940 Act. Under the 1940 Act, a
diversified fund generally is required to have 75% of its total assets invested
in (1) cash and cash items (including receivables), obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities, or
securities of other investment companies; or (2) other securities limited for
any one issuer to an amount (x) not greater than 5% of the total assets of the
fund, and (y) not more than 10% of the outstanding voting securities of such
issuer.
The proposed change would not alter any Fund's current status as diversified.
Nor is the proposed change anticipated to have a material effect on the current
investment operations of any Fund.
Because the proposed policy/restriction obligates each Fund to invest in
accordance with legal requirements applicable to diversified funds instead of
seeking to list all such requirements, it is more flexible than the current
policy/restriction, insofar as it will automatically incorporate amendments
applicable law governing the manner in which a diversified fund may invest.
20
PROPOSAL 3.B -- BORROWING
APPLICABLE FUNDS -- ALL FUNDS
CURRENT POLICY / RESTRICTION PROPOSED NEW POLICY / RESTRICTION
- --------------------------------------------------------- --------------------------------------------------
[Prime Fund, Government Fund and Tax-Free Fund Each Fund will not borrow money, except as
may not:] borrow money, except for temporary or permitted under the Investment Company Act of
emergency non-investment purposes such as to 1940, as amended, and the rules and regulations
accommodate abnormally heavy redemption requests, thereunder, or as may otherwise be permitted from
and then only in an amount not exceeding 5% of time to time by a regulatory authority having
the value of its total assets at the time of borrowing. jurisdiction.
[Institutional Prime Fund and Institutional Tax-Free
Fund may not:] borrow money or issue senior
securities (as defined the Investment Company Act
of 1940, as amended), except for temporary or
emergency non-investment purposes such as to
accommodate abnormally heavy redemption requests,
and then only in an amount not exceeding 5% of
the value of its total assets at the time of borrowing.
DISCUSSION OF PROPOSED CHANGE
The 1940 Act provides upper limits on the amounts that funds are permitted to
borrow, although funds may impose more restrictive limits on themselves. Under
current regulations and SEC staff guidance, a fund is permitted to borrow from
banks in an amount up to 331/3% of the fund's assets, including the amount
borrowed. A fund may also issue a note evidencing a temporary loan (I.E., one
that must be repaid within 60 days), as long as it does not exceed 5% of the
fund's total assets.
For the Institutional Prime Fund and Institutional Tax-Free Fund, the current
policy/restriction applies to borrowing money and issuing senior securities.
The senior securities aspects of the current policy/restriction are discussed
below in Proposal 3.C.
The Funds' current policy/restriction imposes a more restrictive limit on
borrowings than is required by current regulations and SEC staff guidance,
which, for example, also allow borrowing from banks in an amount up to 331/3%
of a fund's assets. In addition, the proposed policy/restriction is more
flexible the the current policy/restriction because it will apply the
requirements of the 1940 Act, as they may be amended from time to time, without
the Board or shareholders having to take further action. While the Funds may
benefit from this increased flexibility in the future, it is not anticipated
that the proposed change would have any material effect on the current
investment operations of any Fund.
21
PROPOSAL 3.C -- SENIOR SECURITIES
APPLICABLE FUNDS -- ALL FUNDS
CURRENT POLICY / RESTRICTION PROPOSED NEW POLICY / RESTRICTION
- -------------------------------------------------------- ---------------------------------------------------------
[Institutional Prime Fund and Institutional Tax-Free Each Fund will not issue any class of senior securities,
Fund may not:] borrow money or issue senior except as permitted under the Investment Company
securities (as defined the Investment Company Act Act of 1940, as amended, and the rules and
of 1940, as amended), except for temporary or regulations thereunder, or as may otherwise be
emergency non-investment purposes such as to permitted from time to time by a regulatory authority
accommodate abnormally heavy redemption requests, having jurisdiction.
and then only in an amount not exceeding 5% of
the value of its total assets at the time of borrowing.
[Prime Fund, Government Fund and Tax-Free Fund
will not] issue any class of senior securities, except
as permitted under the Investment Company Act of
1940, as amended, and the rules and regulations
thereunder, or as may otherwise be permitted from
time to time by a regulatory authority having
jurisdiction.
DISCUSSION OF PROPOSED CHANGE
The 1940 Act prohibits funds from issuing senior securities, except for
borrowing where certain conditions are met. In addition, certain types of
investment transactions may be considered forms of indebtedness and thus may
give rise to senior security concerns. Those types of transactions include
when-issued and delayed delivery transactions, short sales and repurchase
agreements. Under current regulations, these transactions are permitted so long
as certain collateral or coverage requirements, which are designed to protect
shareholders, are met.
For the Institutional Prime Fund and Institutional Tax-Free Fund, the current
policy/restriction applies to issuing senior securities and borrowing money.
The borrowing aspects of the current policy are discussed above in Proposal
3.B. With respect to these Funds, the current policy/restriction on senior
securities could be viewed as somewhat more restrictive than the proposed
policy/restriction. For the Prime Fund, Government Fund and Tax-Free Fund, the
current and proposed policies/restrictions are exactly the same. It is not
anticipated that the proposed changes, if any, for the Funds would have a
material effect on the current investment investment operations of the Funds.
PROPOSAL 3.D -- UNDERWRITING SECURITIES
APPLICABLE FUNDS -- ALL FUNDS
CURRENT POLICY / RESTRICTION PROPOSED NEW POLICY / RESTRICTION
- ------------------------------------------------------- ----------------------------------------------------
[Prime Fund, Government Fund and Tax-Free Fund Each Fund will not engage in the business of
may not:] underwrite any securities issued by others. underwriting securities issued by others, except to
the extent that the Fund may be deemed to be an
[Institutional Prime Fund and Institutional Tax-Free underwriter under applicable laws in connection
Fund may not:] underwrite securities issued by other with the disposition of portfolio securities.
persons, except insofar as a Fund may be deemed an
underwriter under the Securities Act of 1933, as
amended, in selling portfolio securities.
DISCUSSION OF PROPOSED CHANGE
Underwriters offer securities to public markets, often by purchasing securities
directly or indirectly from an issuer with a view to re-selling them to the
investing public. In certain circumstances, a fund may be viewed as acting as
an underwriter in the ordinary course of investing and reinvesting its
portfolio securities.
22
In practice, the proposed policy/restriction is materially the same as the
current policy/restriction. It is not anticipated that this change would have
any material effect on the current investment operations of the Funds.
PROPOSAL 3.E -- REAL ESTATE
APPLICABLE FUNDS -- ALL FUNDS
CURRENT POLICY / RESTRICTION PROPOSED NEW POLICY / RESTRICTION
- ------------------------------------------------------- --------------------------------------------------------
[Each Fund may not:] purchase or sell real estate or Each Fund will not purchase or sell real estate,
real estate mortgage loans (although the Funds may unless acquired as a result of ownership of securities
invest in obligations secured by interests in real or other instruments, although it may purchase
estate), commodities, commodity contracts (including securities secured by real estate or interests therein,
futures contracts), real estate partnership interests or securities issued by companies which invest, deal
and oil, gas and mineral leases. or otherwise engage in transactions in real estate or
interests therein.
DISCUSSION OF PROPOSED CHANGES
The current policy/restriction applies to investments in and related to real
estate, as well as investments in commodities. The commodities aspects of the
current policy/resolution are discussed below in Proposal 3.H. With respect to
real estate, the current policy/restriction is more limiting than the proposed
policy/restriction because the current policy/restriction prohibits investments
in mortgage loans, real estate partnership interests, and oil, gas and mineral
leases. The proposed policy/restriction does not include these express
prohibitions. It is not anticipated that this change would have any effect on
the current investment operations of the Funds.
PROPOSAL 3.F -- MAKING LOANS
APPLICABLE FUNDS -- ALL FUNDS
CURRENT POLICY / RESTRICTION PROPOSED NEW POLICY / RESTRICTION
- ------------------------------------------------------- ---------------------------------------------------
[Prime Fund, Government Fund and Tax-Free Fund Each Fund will not make loans, except as permitted
may not:] make loans, other than by entering into under, or to the extent not prohibited by, the
repurchase agreements and through the purchase of Investment Company Act of 1940, as amended, and
other permitted investments in accordance with its the rules and regulations thereunder, or as may
investment objective and policies; provided, however, otherwise be permitted from time to time by a
that it may not enter into a repurchase agreement if, regulatory authority having jurisdiction.
as a result thereof, more than 10% of its total assets
would be subject to repurchase agreements maturing
in more than seven days.
[Institutional Prime Fund and Institutional Tax-Free
Fund may not:] make loans, other than by entering
into repurchase agreements and through the purchase
of other permitted investments in accordance with
its investment objective and policies.
DISCUSSION OF PROPOSED CHANGE
Under the 1940 Act, funds may engage in several types of lending transactions.
These include purchasing debt obligations, entering into repurchase agreements
and lending their portfolio assets to certain types of qualifying entities,
like broker/dealers and institutional investors. Because the current
policy/restriction for the Prime Fund, Government Fund and Tax-Free Fund impose
a 10% limitation on repurchase agreements maturing in more than seven days, it
is more restrictive than the proposed policy/restriction. While a Fund may
utilize this increased flexibility in the future, it is not anticipated that
this change would have any effect on the current investment operations of the
Funds.
23
With respect to the Institutional Prime Fund and Institutional Tax-Free Fund,
the proposed policy/restriction is materially the same as the current
policy/restriction.
PROPOSAL 3.G -- CONCENTRATION OF INVESTMENTS
APPLICABLE FUNDS -- ALL FUNDS
CURRENT POLICY / RESTRICTION PROPOSED NEW POLICY / RESTRICTION
- ---------------------------------------------------------- --------------------------------------------------------
[Each of Prime Fund, Government Fund and Each Fund will not concentrate its investments in
Tax-Free Fund may not:] invest more than 25% of the securities of issuers primarily engaged in the
its total assets in any one industry, except that same industry, as that term is used in the Investment
(i) with respect to Tax-Free Fund, this restriction Company Act of 1940, as amended, and as interpreted
shall not apply to municipal obligations; (ii) with or modified from time to time by a regulatory
respect to Prime Fund and Tax-Free Fund this authority having jurisdiction, except that (i) with
restriction shall not apply to securities issued or respect to Tax-Free Money Market Fund and
guaranteed by United States banks or United States Institutional Tax-Free Money Market Fund, this
branches of foreign banks that are subject to the restriction will not apply to municipal obligations;
same regulation as United States banks; and (iii) this (ii) with respect to Prime Money Market Fund,
restriction shall not apply to securities issued or Tax-Free Money Market Fund, Institutional Prime
guaranteed by the U.S. Government, its agencies or Money Market Fund and Institutional Tax-Free
instrumentalities. If the issuer of a security is within Money Market Fund, this restriction will not apply
a given industry and the security is guaranteed by to securities issued or guaranteed by United States
an entity within a different industry, the industry of banks or United States branches of foreign banks
the guarantor rather than that of the issuer shall be that are subject to the same regulation as United
deemed to be the industry for purposes of applying States banks; and (iii) this restriction will not apply
the foregoing test. to a Fund's investments in securities issued or
guaranteed by the U.S. Government, its agencies or
[Each of Institutional Prime Fund and Institutional instrumentalities. With respect to Prime Money
Tax-Free Fund may not:] invest more than 25% of Market Fund and Institutional Prime Money Market
its total assets in any one industry, except that Fund, if the issuer of a security is within a given
(i) with respect to Institutional Tax-Free Fund, this industry and the security is guaranteed by an entity
restriction shall not apply to municipal obligations; within a different industry, the industry of the
(ii) with respect to Institutional Prime Fund and guarantor rather than that of the issuer shall be
Institutional Tax-Free Fund this restriction shall not deemed to be the industry for purposes of applying
apply to securities issued or guaranteed by United the foregoing test.
States banks or United States branches of foreign
banks that are subject to the same regulation as
United States banks; and (iii) this restriction shall
not apply to securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities.
If the issuer of a security is within a given industry
and the security is guaranteed by an entity within a
different industry, the industry of the guarantor
rather than that of the issuer shall be deemed to be
the industry for purposes of applying the foregoing
test.
DISCUSSION OF PROPOSED CHANGE
While the 1940 Act does not define what constitutes "concentration" in an
industry, the SEC staff has taken the position that investment of 25% or more
of a Fund's total assets in one or more issuers conducting their principal
business activities in the same industry (excluding the U.S. Government, its
agencies or instrumentalities and obligations of states and their subdivisions)
constitutes concentration.
The Funds' current fundamental investment policy/restriction prohibits a Fund
from investing more than 25% of its assets in any one industry. The proposed
policy/restriction would incorporate the SEC staff position,
24
which is not materially different from the Funds' current policy/restriction.
However, the proposed policy would apply the requirements of the 1940 Act, as
they may be amended from time to time, without the Board or shareholders having
to take further action. While the Funds may benefit from this increased
flexibility in the future, it is not anticipated that the proposed change would
have any material effect on the current investment operations of any Fund.
PROPOSAL 3.H -- COMMODITIES
APPLICABLE FUNDS -- ALL FUNDS
CURRENT POLICY / RESTRICTION PROPOSED NEW POLICY / RESTRICTION
- ------------------------------------------------------- ------------------------------------------------
[Each Fund may not:] purchase or sell real estate or Each Fund will not purchase or sell physical
real estate mortgage loans (although a Fund may commodities or contracts relating to physical
invest in obligations secured by interests in real commodities, except as permitted under the
estate), commodities, commodity contracts (including Investment Company Act of 1940, as amended, and
futures contracts), real estate partnership interests the rules and regulations thereunder, or as may
and oil, gas and mineral leases. otherwise be permitted from time to time by a
regulatory authority having jurisdiction.
DISCUSSION OF PROPOSED CHANGE
Commodities are foods, metals and other physical things, as well as financial
instruments, in which investments can be made, generally through futures
contracts.
The current policy/restriction applies to investments in commodities and
investments related to real estate. The real estate aspects of the current
policy/restriction are discussed above in Proposal 3.E. With respect to
commodities, the current policy/restriction generally prohibits the Funds from
investing in commodities or commodity contracts, and certain types of financial
instruments that under some interpretations are viewed as commodities or
commodity contracts. The proposed policy/restriction would provide greater
flexibility than the current policy by allowing purchases and sales of
financial futures contracts and related options to the full extent permitted by
applicable law. While the Funds may benefit from this increased flexibility in
the future if this proposed change is approved, it is not anticipated that this
change would have any material effect on the current investment operations of
the Funds.
RECLASSIFICATION OF CERTAIN POLICIES/RESTRICTIONS AS NON-FUNDAMENTAL
The Funds currently have a number of fundamental policies/restrictions that are
not required to be fundamental under the 1940 Act. They were adopted in the
past to reflect certain regulatory, business or industry conditions that are no
longer in effect or have become outdated or unnecessary.
From time to time, these obsolete policies/restrictions may prevent a Fund from
making an investment in accordance with the Fund's principal investment
objective and strategies that would otherwise be permitted and deemed advisable
by the Fund's advisor. Moreover, the lack of uniform standards among the Funds
leads to increased compliance burdens and operating inefficiencies.
Reclassifying these fundamental policies/restrictions as non-fundamental will
allow the Fund, subject to Board approval, to make changes to the
policies/restrictions in the future without seeking shareholder approval. This
would eliminate the costs and delays associated with holding future shareholder
meetings to revise the policies/restrictions as market or legal conditions
change and would allow the Fund to respond more nimbly to such developments.
This section of the Proposal is divided into parts 3.I - 3.P. As explained
above, this section of Proposal 3 seeks to eliminate the requirement of
shareholder approval for future changes to each of the policies/restrictions
listed in parts 3.I - 3.P by reclassifying them as non-fundamental. With the
two possible exceptions described below, there is no current intention to seek
to amend the policies/restrictions upon their reclassification as
non-fundamental. If the Board were to determine to make material amendments to
these policies/restrictions in the future, the changes would be appropriately
disclosed to shareholders in the then current Prospectus and other disclosure
documents. For the text of each policy/restriction that would be reclassified
as non-fundamental, please refer to EXHIBIT G to this Proxy Statement.
25
PROPOSAL 3.I -- PLEDGING, MORTGAGING AND HYPOTHECATING FUND ASSETS
APPLICABLE FUNDS -- PRIME FUND, GOVERNMENT FUND AND TAX-FREE FUND
PROPOSAL: It is proposed that the fundamental investment policy/restriction on
pledging, mortgaging and hypothecating a Fund's assets be reclassified as a
non-fundamental investment policy/restriction.
PROPOSAL 3.J -- INVESTMENTS FOR CONTROL
APPLICABLE FUNDS -- PRIME FUND, GOVERNMENT FUND AND TAX-FREE FUND
PROPOSAL: It is proposed that the fundamental investment policy/restriction on
investments made for purposes of exercising control over, or management of, the
issuer be reclassified as a non-fundamental investment policy/restriction.
PROPOSAL 3.K -- INVESTMENTS IN OTHER INVESTMENT COMPANIES
APPLICABLE FUNDS -- PRIME FUND, GOVERNMENT FUND AND TAX-FREE FUND
PROPOSAL: It is proposed that the fundamental investment policy/restriction on
investments in other investment companies be reclassified as a non-fundamental
investment policy/restriction. The current policy/restriction provides, in
substance, that a Fund is not permitted to invest in securities of other funds,
except as they may be acquired as part of a merger, consolidation or
acquisition of assets. As a consequence, the Funds are unable to invest their
excess cash balances in other money market funds, a widely accepted industry
practice that can lead to greater efficiencies and, in some cases, increased
returns. Accordingly, if shareholders approve the reclassification of this
policy as non-fundamental, Voyageur expects to recommend to the Board that this
policy/restriction be revised or deleted. Of course, any such change would be
appropriately disclosed in the applicable Fund's disclosure documents.
Investments by funds in other funds must comply with extensive requirements
under the 1940 Act that are designed to safeguard shareholder interests, and
each Fund would conduct any of its investments in accordance with those
requirements.
PROPOSAL 3.L -- WRITING AND SELLING OPTIONS
APPLICABLE FUNDS -- PRIME FUND, GOVERNMENT FUND AND TAX-FREE FUND
PROPOSAL: It is proposed that the fundamental investment policy/restriction on
writing and selling put and call options and similar financial instruments be
reclassified as a non-fundamental investment policy/restriction.
PROPOSAL 3.M -- MARGIN ACTIVITIES AND SHORT SELLING
APPLICABLE FUNDS -- PRIME FUND, GOVERNMENT FUND AND TAX-FREE FUND
PROPOSAL: It is proposed that the fundamental investment policy/restriction on
margin activities and selling securities short be reclassified as a
non-fundamental investment policy/restriction.
PROPOSAL 3.N -- UNSEASONED COMPANIES
APPLICABLE FUNDS -- PRIME FUND, GOVERNMENT FUND AND TAX-FREE FUND
PROPOSAL: It is proposed that the fundamental investment policy/restriction on
investments in securities of issuers which, with their predecessors, have a
record of less than three years of continuous operation be
26
reclassified as a non-fundamental investment policy/restriction. This
restriction is a relic of state law requirements that no longer apply to the
Funds and accordingly serves no useful purpose. Portfolio management believes
that this restriction unnecessarily restricts each Fund's ability to take
advantage of investment opportunities that are consistent with the Fund's
principal investment objective and, if not for this restriction, would be
deemed advisable by portfolio management. Accordingly, if shareholders approve
the reclassification of this policy as non-fundamental, Voyageur expects to
recommend to the Board that this policy/restriction be modified or deleted. Of
course, any such change would be appropriately disclosed in the applicable
Fund's disclosure documents.
PROPOSAL 3.O -- INVESTMENTS IN EQUITY SECURITIES
APPLICABLE FUNDS -- PRIME FUND, GOVERNMENT FUND AND TAX-FREE FUND
PROPOSAL: It is proposed that the fundamental investment policy/restriction on
investments in equity securities be reclassified as a non-fundamental
investment policy/restriction.
PROPOSAL 3.P -- INVESTMENTS IN NON-MUNICIPAL OBLIGATIONS
APPLICABLE FUND -- TAX-FREE FUND ONLY
PROPOSAL: It is proposed that the fundamental investment policy/restriction on
investments that are not municipal obligations be reclassified as a
non-fundamental investment policy/restriction.
RELATIONSHIP OF PROPOSALS 3.A - 3.P TO OTHER PROPOSALS
Shareholders are being asked to vote separately on each policy/restriction
described above in Proposals 3.A - 3.P. It is possible that shareholders may
approve some but not all of the proposed changes. In addition, approval of
Proposals 3.A - 3.P does not depend on the outcome of the vote on Proposal 2
regarding the Reorganization. Any changes approved in Proposals 3.A - 3.P will
take effect regardless of the outcome of the vote on the Reorganization. If
shareholders also approve the Reorganization, however, each Tamarack Fund would
adopt the corresponding Fund's current policies/restrictions with any changes
approved in Proposals 3.A - 3.P
* * *
SHAREHOLDER APPROVAL: Approval of each of Proposals 3.A - 3.P for the
applicable Fund will require the affirmative vote of a majority of the
outstanding shares of such Fund, as that term is defined in the 1940 Act. Under
the 1940 Act, the vote of a "majority of the outstanding shares" means the vote
of (1) 67% or more of the voting securities entitled to vote on the Proposal
that are present at the Meeting, if the holders of more than 50% of the
outstanding shares are present or represented by proxy, or (2) more than 50% of
the outstanding voting securities entitled to vote on the Proposal, whichever
is less.
THE BOARD UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS OF EACH FUND VOTE
FOR PROPOSALS 3.A THROUGH 3.P, AS APPLICABLE.
27
--------------
PROPOSAL 4 -- ALL FUNDS
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
--------------
Upon the recommendation of the Audit Committee, the Board of Directors has
selected Deloitte & Touche LLP ("Deloitte") to serve as independent auditors of
each Fund with respect to its financial statements for its current fiscal year
and recommends that shareholders ratify such selection. Deloitte has confirmed
to the Audit Committee that they are independent auditors with respect to the
Funds. Representatives of Deloitte are not expected to be present at the
Meeting, but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.
Deloitte also serves as independent auditors of the Babson Funds, J&B Funds and
RBC Funds, Inc.
The Audit Committee is required to pre-approve all audit services and non-audit
services that an independent auditor provides to the Funds. Furthermore, the
Audit Committee is required to pre-approve any engagement of a Fund's
independent auditor to provide non-audit services to Voyageur or any affiliate
of Voyageur that provides ongoing services to the Funds, if such engagement
would relate directly to the Funds' operations and financial reporting. The
Audit Committee may delegate to one or more of its members authority to
pre-approve the auditor's provision of audit and/or non-audit services to the
Funds, or the provision of non-audit services to Voyageur or any service
provider affiliated with Voyageur. The Audit Committee will also review at
least annually whether any receipt of non-audit fees by the Funds' independent
auditor from (i) the Fund, (ii) other funds advised by Voyageur or its
affiliates, (iii) Voyageur or any entity controlling or controlled by Voyageur,
and (iv) any investment advisor or investment company service provider under
common control with Voyageur is compatible with maintaining the independence of
the independent auditor.
Deloitte served as independent auditors of the Funds for the fiscal year ended
July 31, 2003. For further information about the independent auditors of the
Funds, please refer to the "Independent Auditors" section under "Service
Providers" below.
* * *
SHAREHOLDER APPROVAL: Approval of Proposal 4 by each Fund's shareholders
requires the affirmative vote of the holders of a majority of the voting power
of the shares present and entitled to vote on that item of business.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS OF EACH FUND
VOTE FOR PROPOSAL 4.
----------------
ADDITIONAL INFORMATION
----------------
OTHER BUSINESS
The Board does not intend to present any other business at the Meeting. If,
however, any other matters are properly brought before the Meeting, the persons
named in the accompanying form of proxy will vote thereon in accordance with
their judgment.
28
SHAREHOLDER PROPOSALS
The Company is not required, and does not intend, to hold regular annual
meetings of shareholders. Shareholders wishing to submit proposals for
consideration for inclusion in a proxy statement for the next meeting of
shareholders should send their written proposals to the Company's offices, 90
South Seventh Street, Suite 4300, Minneapolis, Minnesota 55402, so they are
received within a reasonable time before any such meeting. An opportunity will
be provided at the Meeting for shareholders present in person to present a
motion to the Meeting. Should any properly presented motion or any other matter
requiring a vote of the shareholders arise, including any question as to an
adjournment or postponement of the Meeting, the persons named as proxies will
vote on such matters according to their best judgment in the interests of the
Funds.
VOTING INFORMATION
This Proxy Statement is furnished in connection with a solicitation of proxies
by the Board to be used at the Meeting. This Proxy Statement, along with a
Notice of the Meeting and proxy card(s), is first being mailed to shareholders
of the Funds on or about January 29, 2004. Only shareholders of record of a
Fund as of the close of business on January 15, 2004 ("Record Date"), will be
entitled to notice of, and to vote at, the Meeting for such Fund. Each share of
record of a Fund on the Record Date is entitled to one vote on each matter
presented at the Meeting for such Fund, with proportionate votes for fractional
shares.
Shareholders are encouraged to submit their votes using the telephone or
Internet voting options. Shareholders using these options will be asked to
enter the control numbers from their proxy cards along with their voting
instructions. Shareholders using these options will be given the opportunity to
review and/or change their selections before submitting their voting
instructions. Shareholders also may vote by returning their proxy cards in the
self-addressed, postage-paid envelopes included with the materials, or by
attending the Meeting and voting in person. If the enclosed proxy card is
properly executed and returned in time to be voted at the Meeting, the proxies
named therein will vote the shares represented by the proxy in accordance with
the instructions marked on the card. Unmarked but properly executed proxy cards
will be voted FOR the Plan and FOR any other matters deemed appropriate. A
proxy may be revoked at any time on or before the Meeting for a Fund at which
the matter is voted on by written notice to the Secretary of the Funds at the
address on the cover of this Proxy Statement, by submitting a later-dated,
validly executed proxy card, by submitting subsequent valid instructions via
telephone or Internet, or by attending and voting at such Meeting. Unless
revoked, all valid and executed proxies will be voted in accordance with the
specifications thereon or, in the absence of such specifications, FOR all
items, as applicable. Shareholders holding shares through a broker-dealer who
wish to vote or revoke their proxies in person at the Meeting will need to
present a legal proxy obtained from their broker-dealer.
SHARES OUTSTANDING
The chart below lists the number of shares of the Funds that are outstanding as
of the Record Date:
NAME OF FUND NUMBER OF SHARES OUTSTANDING
----------------------------------- -----------------------------
Prime Fund ...................... 8,062,813,996
Government Fund ................. 1,022,560,317
Tax-Free Fund ................... 997,453,257
Institutional Prime Fund ........ 443,879,303
Institutional Tax-Free Fund ..... 315,588,852
QUORUM
The presence in person or by proxy of the holders of 10% of the shares of stock
of the Company (or of the applicable series, if the proposal under
consideration requires approval by a separate vote of one or more series)
outstanding and entitled to vote at the Meeting constitutes a quorum.
VOTING REQUIREMENT
For Proposal 1, nominees for Director receiving the affirmative vote of the
holders of a majority of the voting power of the shares present and entitled to
vote on that item of business will be elected to the Board of
29
Directors of the Company. With respect to each Fund, Proposal 2 requires the
affirmative vote of the holders of a majority of the voting power of all shares
entitled to vote on that item of business. Proposals 3.A - 3.P each require the
vote of the majority of a Fund's outstanding voting securities (as defined in
the 1940 Act), which, for these purposes, is the vote of (1) 67% or more of the
voting securities entitled to vote on the Proposal that are present at the
Meeting, if the holders of more than 50% of the outstanding shares are present
or represented by proxy, or (2) more than 50% of the outstanding voting
securities entitled to vote on the Proposal, whichever is less. With respect to
each Fund, Proposal 4 requires the affirmative vote of the holders of a
majority of the voting power of the shares present and entitled to vote on that
item of business.
ADJOURNMENT
In the event that a quorum to transact business or the vote required to approve
any Proposal is not obtained at the Meeting, the persons named as proxies may
propose one or more adjournments of the Meeting in accordance with applicable
law to permit further solicitation of proxies. If the proposed adjournment
relates to a Proposal on which all Funds are voting collectively, any such
adjournment will require the affirmative vote of the holders of a majority of
all of the Funds' shares present in person or by proxy and entitled to vote at
the Meeting. If the proposed adjournment relates to a Proposal on which Funds
are voting individually, any such adjournment with respect to a particular Fund
will require the affirmative vote of the holders of a majority of that Fund's
shares present in person or by proxy and entitled to vote at the Meeting. The
persons named as proxies will vote in favor of such adjournment with respect to
any Proposal those proxies which they are entitled to vote in favor of that
Proposal and will vote against any such adjournment with respect to any
Proposal those proxies required to be voted against that Proposal.
EFFECT OF ABSTENTIONS AND BROKER "NON-VOTES"
For purposes of determining the presence of a quorum for transacting business
at the Meeting, executed proxies marked as abstentions and broker "non-votes"
(that is, proxies from brokers or nominees indicating that such persons have
not received instructions from the beneficial owner 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 for quorum purposes but which have not been voted. Accordingly,
abstentions and broker non-votes will effectively be a vote against adjournment
and against Proposals 1, 2, 3 and 4 for which the required vote is a percentage
of the shares outstanding or present, and entitled to vote on the matter.
PROXY SOLICITATION
Proxies are being solicited by mail beginning on or about January 29, 2004.
The Funds request that broker-dealer firms, custodians, nominees and
fiduciaries forward proxy materials to the beneficial owners of the shares held
of record by such persons. Voyageur may reimburse such broker-dealer firms,
custodians, nominees and fiduciaries for their reasonable expenses incurred in
connection with this proxy solicitation. The cost of soliciting these proxies
will be borne by Voyageur.
Additional solicitations may be made by mail, telephone, e-mail, or other
personal contact by officers or employees of Voyageur and its affiliates or by
proxy solicitation services firms retained by Voyageur. Voyageur has engaged
Georgeson Shareholder Communications, Inc. ("Georgeson") to provide proxy
solicitation services in connection with the Meeting, including soliciting
proxies from individual shareholders, brokers, banks and other institutional
holders, at an estimated cost of approximately $740,000 - $1,050,000. In
addition, Voyageur may reimburse persons holding shares in their names or names
of their nominees for expenses incurred in forwarding solicitation materials to
beneficial owners of Fund shares. The cost of the solicitation will be borne by
Voyageur.
As the Meeting date approaches, Fund shareholders may receive a call from a
representative of Voyageur or Georgeson if the Fund has not yet received their
votes. This will allow Fund shareholders to authorize representatives of
Voyageur or Georgeson by telephone to execute proxies on their behalf. Proxies
that are obtained via telephone in this manner (that is, telephonic proxies),
will be recorded in accordance with the following procedures. In all cases
where a telephonic proxy is solicited, a Voyageur or Georgeson representative
30
is required to ask the shareholder for the shareholder's full name, address,
social security number or employer identification number, title (if the person
giving the proxy is authorized to act on behalf of an entity, such as a
corporation), the number of shares owned and to confirm that the shareholder
has received this Proxy Statement in the mail. A Voyageur or Georgeson
representative is required to verify the identification information provided on
the call against shareholder information provided by a Fund. If the information
solicited is successfully verified, the Voyageur or Georgeson representative
has the responsibility to explain the voting process, read the Proposals listed
on the proxy card, and ask for the shareholder's instructions on each Proposal.
The Voyageur or Georgeson representative, although permitted to answer
questions about the process, is not permitted to recommend to the shareholder
how to vote, other than to read any recommendation set forth in this Proxy
Statement. Voyageur or Georgeson will record the shareholder's instructions on
the card. Within 72 hours, Voyageur or Georgeson will send the shareholder a
letter or mailgram confirming the shareholder's vote and asking the shareholder
to call Voyageur or Georgeson immediately if the shareholder's instructions are
not correctly reflected in the confirmation. The Funds believe that these
procedures are reasonably designed to ensure that the identity of the
shareholder casting the vote is accurately determined and that the voting
instructions of the shareholder are accurately determined.
BENEFICIAL OWNERS
For a list of persons or entities that owned beneficially or of record 5% or
more of the outstanding shares of a class of each Fund as of the Record Date,
to the best of each Fund's knowledge, please refer to EXHIBIT H to this Proxy
Statement.
SERVICE PROVIDERS
Set forth below is a description of the current service providers of the Funds
and the proposed service providers of the Tamarack Funds Trust.
INVESTMENT ADVISOR
For information about Voyageur, please refer to Proposal 2 above.
DISTRIBUTOR, ADMINISTRATOR, SUB-ADMINISTRATOR, FUND ACCOUNTING AGENT, CUSTODIAN
AND TRANSFER AGENT
RBC Dain Rauscher Inc., located at 60 South Sixth Street, Minneapolis,
Minnesota 55402, an affiliate of Voyageur, serves as the Funds' distributor.
Voyageur serves as the Funds' administrator. BISYS Fund Services Limited
Partnership ("BISYS LP") serves as the Funds' sub-administrator and fund
accounting agent. Wells Fargo Bank Minnesota, N.A. ("Wells Fargo") serves as
the Funds' custodian. BISYS Fund Services Ohio, Inc. ("BISYS Ohio"), an
affiliate of BISYS LP, serves as the Funds' transfer agent. Following the
Reorganization, the same service providers will serve in the same roles for the
Tamarack Funds corresponding to the Funds.
INDEPENDENT AUDITORS
On November 24, 2003, the Board of Directors selected Deloitte as independent
auditors of the Funds for the fiscal year ending July 31, 2004. Deloitte has
confirmed to the Audit Committee of the Board of Directors ("Audit Committee")
that they are independent auditors with respect to the Funds.
PricewaterhouseCoopers LLP ("PwC") served as independent auditors of the Funds
for the fiscal year ended July 31, 2002. PwC had been selected by the Board as
the independent auditors of the Funds for the Funds' fiscal year ended July 31,
2003. In July and August 2003, a PwC affiliate in Canada provided certain
prohibited non-audit services for the benefit of a Canadian subsidiary of RBC,
the indirect parent company of Voyageur. Accordingly, PwC resigned effective
October 9, 2003 due to concerns regarding its independence and did not render
an audit opinion on the Funds' financial statements for the period ended July
31, 2003. On October 9, 2003, the Board of Directors selected Deloitte as the
new independent auditors of the Funds for the fiscal year ended July 31, 2003.
During the Funds' fiscal year ended July 31, 2002, PwC's audit reports
concerning the Funds contained no adverse opinion or disclaimer of opinion; nor
were its reports qualified or modified as to uncertainty, audit
31
scope, or accounting principles. Further, in connection with its audit work for
the fiscal year ended July 31, 2002, and through October 9, 2003, there were no
disagreements between the Funds and PwC on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which if not resolved to the satisfaction of PwC would have caused it to make
reference to the disagreements in its report on the financial statements for
such periods.
Certain information concerning the fees and services provided by Deloitte and
PwC to the Funds and to Voyageur and its affiliates for each entity's two most
recent fiscal years is provided below.
AUDIT FEES. The aggregate fees billed by Deloitte for professional services
rendered for the audit of the Funds' annual financial statements for the fiscal
year ended July 31, 2003 were $95,000. The aggregate fees billed by PwC for
professional services rendered for the audit of the Funds' annual financial
statements for the fiscal year ended July 31, 2002 were $97,165.
TAX FEES. The aggregate fees billed by Deloitte for professional services
rendered for tax compliance, tax advice and tax planning for the fiscal year
ended July 31, 2003 were $13,125. The aggregate fees billed by PwC for
professional services rendered for tax compliance, tax advice and tax planning
for the fiscal year ended July 31, 2002 were $21,500.
The Audit Committee considered whether the services described above were
compatible with Deloitte's and PwC's independence. The Audit Committee also
considered whether the provision of all other non-audit services rendered to
Voyageur, or an affiliate thereof that provides ongoing services to each Fund,
was compatible with maintaining the independence of Deloitte and PwC,
respectively. The Audit Committee pre-approves: (i) all audit and non-audit
services to be rendered to the Funds by the Funds' auditors; (ii) all audit
services provided by the Funds' auditors to Voyageur, or any affiliate thereof
that provides ongoing services to the Funds, relating to the operations and
financial reporting of the Funds, and (iii) all non-audit services relating to
the operations and financial reporting of the Funds, provided by the Funds'
auditors to Voyageur or any affiliate thereof that provides ongoing services to
the Funds. The Audit Committee has adopted pre-approval procedures authorizing
the Chair of the Audit Committee to pre-approve from time to time, on behalf of
the Audit Committee, non-audit services to be provided by the Funds' auditors
to the Funds up to an amount of $5,000, provided that the Chair reports to the
full Audit Committee at its next meeting. The pre-approval procedures do not
include delegation of the Audit Committee's responsibilities to management.
Pre-approval has not been waived with respect to services described above under
"Tax Fees" since the date on which the Audit Committee adopted its current
pre-approval procedures.
SHAREHOLDER MAILINGS
To help lower the impact of operating costs, the Funds attempt to eliminate
mailing duplicate documents to the same address. When two or more Fund
shareholders have the same last name and address, the Fund may send only one
prospectus, annual report, semiannual report, general information statement or
proxy to that address rather than mailing separate documents to each
shareholder. Shareholders may opt out of this single mailing at any time by
calling the Funds at (800) 934-6674 or writing to the Funds at 90 South Seventh
Street, Suite 4300, Minneapolis, Minnesota 55402 and requesting the additional
copies of Fund documents. Shareholders sharing a single mailing address who are
currently receiving multiple copies of Fund documents can request delivery of a
single copy instead by calling the same telephone number or writing to the same
address.
LEGAL MATTERS
Certain legal matters concerning the federal income tax consequences of the
Reorganizations and the issuance of shares of the Tamarack Funds Trust will be
passed upon by Dechert LLP, 200 Clarendon Street, 27th Floor, Boston,
Massachusetts 02116.
32
INDEX OF EXHIBITS
EXHIBIT A: CURRENT EXECUTIVE OFFICERS OF THE COMPANY
EXHIBIT B: FORM OF AGREEMENT AND PLAN OF REORGANIZATION
EXHIBIT C: INFORMATION ON CERTAIN MATTERS ON WHICH THE
TAMARACK FUNDS WILL VOTE
EXHIBIT D: OTHER INVESTMENT COMPANIES ADVISED BY VOYAGEUR
EXHIBIT E: PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS OF VOYAGEUR
EXHIBIT F: INFORMATION REGARDING CERTAIN PAYMENTS TO VOYAGEUR
AND ITS AFFILIATES
EXHIBIT G: FUNDAMENTAL INVESTMENT POLICIES/RESTRICTIONS PROPOSED
TO BE RECLASSIFIED AS NON-FUNDAMENTAL
EXHIBIT H: PRINCIPAL SHAREHOLDERS OF THE FUNDS
EXHIBIT A
CURRENT EXECUTIVE OFFICERS OF THE COMPANY
TERM OF OFFICE
POSITION(S) WITH AND LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, ADDRESS(1) AND AGE THE COMPANY TIME SERVED DURING PAST 5 YEARS
- -------------------------- ------------------ --------------- ---------------------------------------------
Jennifer D. Lammers Chief Executive One year; Managing Director, Voyageur Asset
Age: 43 Officer since 2003. Management (2000 to present); Mutual
Fund Services Director, Voyageur Asset
Management (2003 to present); Chief
Financial Officer, Great Hall Investment
Funds, Inc. (2001-2003); Compliance Officer,
Great Hall Investment Funds, Inc.
(2000-2001); Director of Finance, Voyageur
Asset Management (2000-2003); Vice
President and Manager, Financial Reporting,
RBC Dain Rauscher (1998-2000); President
and Chief Executive Officer(2).
Raye C. Kanzenbach Chief One year; Senior Managing Director and Chief
Age: 54 Investment since 1997. Investment Officer of Voyageur.
Officer
Christopher J. Tomas Treasurer, Chief One year; Vice President and Finance Manager, RBC
Age: 33 Financial since 2003. Dain Rauscher (2001 to present); Senior
Officer Financial Analyst, RBC Dain Rauscher
(1999-2001); Financial Analyst, RBC Dain
Rauscher (1997-1999); Treasurer, Chief
Financial Officer and Principal Accounting
Officer(2).
Martin A. Cramer Vice President, One year; Legal and Regulatory Affairs Vice
Age: 54 Assistant since 2003. President, Chief Compliance Officer and
Secretary, Chief Secretary, J&B (mutual fund management
Compliance company); Vice President, Assistant
Officer and Secretary, Chief Compliance Officer and
AML AML Compliance Officer(2); and formerly,
Compliance Vice President, Chief Compliance Officer
Officer and Secretary, Buffalo Fund Complex and
Secretary, Gold Bank Funds(3).
Laura M. Moret Secretary One year; Vice President and Senior Associate
Age: 50 since 2003. Counsel, RBC Dain Rauscher
(2002-present); Vice President and Group
Counsel, American Express Financial
Advisors (1995-2002); Secretary(2).
- ------------------
(1) The address for each officer is 90 South Seventh Street, Suite 4300,
Minneapolis, Minnesota 55402.
(2) Great Hall Investment Funds, Inc., RBC Funds, Inc., J&B Funds, Babson
Enterprise Fund, Inc., Babson Enterprise Fund II, Inc., Babson-Stewart
Ivory International Fund, Inc., Babson Value Fund, Inc., David L. Babson
Growth Fund, Inc., D.L. Babson Bond Trust, D.L. Babson Money Market Fund,
Inc., D.L. Babson Tax-Free Income Fund, Inc., Shadow Stock Fund, Inc. and
Investors Mark Series Fund, Inc.
(3) The Buffalo Fund Complex consists of Buffalo Balanced Fund, Inc., Buffalo
Large Cap Fund, Inc., Buffalo High Yield Fund, Inc., Buffalo Small Cap
Fund, Inc., Buffalo USA Global Fund, Inc. and the Buffalo Funds, which is
a series fund consisting of Buffalo Science & Technology Fund and Buffalo
Mid Cap Fund. Gold Bank Funds is a series fund consisting of Gold Bank
Equity and Gold Bank Money Market Fund.
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EXHIBIT B
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this day of , 2004, by Tamarack Funds Trust ("New Acquiring Trust"), a
Delaware statutory trust, with its principal place of business at 90 South
Seventh Street, Suite 4300, Minneapolis, Minnesota 55402, on behalf of each of
its separate series listed on Schedule A (each, an "Acquiring Fund"), and Great
Hall Investment Funds, Inc. ("Target Company"), a Minnesota corporation, with
its principal place of business at 90 South Seventh Street, Suite 4300,
Minneapolis, Minnesota 55402, on behalf of each of its separate series listed
on Schedule A (each, a "Target Fund", and together with its corresponding
Acquiring Fund, a "Fund" and together, the "Funds"). Each Target Fund has
outstanding, and at the Closing Date will have outstanding, one class of
shares, which class is identified in Schedule A. Each Acquiring Fund has been
organized to hold the assets of a Target Fund and such Acquiring Fund has had
no assets (other than the seed capital required by Section 14(a) of the
Investment Company Act of 1940, as amended ("1940 Act")) and has carried on no
business activities prior to the date first shown above and will have had no
assets (other than the required seed capital) and will have carried on no
business activities prior to the consummation of this transaction described
herein.
This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code"). The reorganizations
(each a "Reorganization" and collectively the "Reorganizations") will consist
of the transfer of all of the assets of each Target Fund to the corresponding
Acquiring Fund in exchange solely for voting shares of beneficial interest
($0.01 par value per share) of such Acquiring Fund (the "Acquiring Fund
Shares"), the assumption by such Acquiring Fund of all of the liabilities of
such Target Fund and the distribution of such Acquiring Fund Shares to the
shareholders of such Target Fund in complete liquidation of such Target Fund as
provided herein, all upon the terms and conditions hereinafter set forth in
this Agreement. All references in this Agreement to action taken by an
Acquiring Fund shall be deemed to refer to action taken by New Acquiring Trust
on behalf of such Acquiring Fund; and all references in this Agreement to
action taken by a Target Fund shall be deemed to refer to action taken by
Target Company on behalf of such Target Fund. Notwithstanding anything to the
contrary in this Agreement, the rights and obligations of each Acquiring Fund,
and the New Acquiring Trust with respect to that Acquiring Fund, and each
Target Fund, and the Target Company with respect to that Target Fund, are not
contingent upon the satisfaction by any other Acquiring Fund or Target Fund, as
applicable, of its obligations under this Agreement.
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. TRANSFER OF ASSETS OF EACH TARGET FUND TO CORRESPONDING ACQUIRING FUND IN
EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL TARGET FUND
LIABILITIES AND THE LIQUIDATION OF TARGET FUND
1.1. Subject to the terms and conditions set forth herein and on the basis
of the representations and warranties contained herein, each Target Fund agrees
to transfer to the corresponding Acquiring Fund all of its assets as set forth
in section 1.2, and such Acquiring Fund agrees in exchange therefor (i) to
deliver to the Target Fund that number of full and fractional Acquiring Fund
Shares corresponding to the Target Fund shares as of the time and date set
forth in section 2.1; and (ii) to assume all of the liabilities of the Target
Fund, as set forth in Section 1.2. All such Acquiring Fund Shares delivered to
the Target Funds shall be delivered at net asset value without a sales load,
commission or other similar fee being imposed. Such transactions shall take
place at the closing provided for in section 3.1 (the "Closing").
1.2. The assets of each Target Fund to be acquired by the corresponding
Acquiring Fund (the "Assets") shall consist of all assets, including, without
limitation, all cash, cash equivalents, securities, commodities and futures
interests and dividends or interest or other receivables that are owned by the
Target Fund and any deferred or prepaid expenses shown as an asset on the books
of the Target Fund on the Valuation Time (as defined in Section 2.1). The
liabilities of each Target Fund to be assumed by the corresponding Acquiring
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Fund (the "Liabilities") shall consist of all liabilities of the Target Fund
existing at the Valuation Time, whether accrued or contingent, known or
unknown.
1.3. Immediately upon delivery to a Target Fund of the corresponding
Acquiring Fund Shares, the Target Fund, as the then sole shareholder of the
corresponding Acquiring Fund, shall (i) elect trustees of the New Acquiring
Trust, (ii) approve the advisory and any sub-advisory agreements, (iii) approve
the distribution and service plan pursuant to Rule 12b-1 under the 1940 Act, as
applicable, (iv) ratify the selection of the New Acquiring Trust's independent
accountants, and (v) take such other steps related to the inception of
operations of such Acquiring Fund as deemed necessary or appropriate by the
Trustees/Directors of Target Company and New Acquiring Trust.
1.4. With respect to each pair of Funds, immediately following the action
contemplated by Section 1.3, the Target Fund will distribute to its
shareholders of record (the "Target Fund Shareholders"), determined as of the
Valuation Time (as defined in section 2.1), on a pro rata basis, the
corresponding Acquiring Fund Shares received by the Target Fund pursuant to
section 1.1 and will completely liquidate. Such distribution and liquidation
will be accomplished with respect to the Target Fund by the transfer of the
Acquiring Fund Shares then credited to the account of the Target Fund on the
books of the Acquiring Fund to open accounts on the share records of the
Acquiring Fund in the names of the Target Fund Shareholders. An Acquiring Fund
shall have no obligation to inquire as to the validity, propriety or
correctness of such records, but shall assume that such transaction is valid,
proper and correct. With respect to each pair of Funds, the aggregate net asset
value of the Acquiring Fund Shares to be so credited to the Target Fund
Shareholders shall be equal to the aggregate net asset value of the Target Fund
shares owned by such shareholders on the Closing Date. All issued and
outstanding shares of the Target Fund will simultaneously be cancelled on the
books of the Target Fund. Acquiring Funds will not issue certificates
representing Acquiring Fund Shares issued in connection with such exchanges.
1.5. Ownership of Acquiring Fund Shares of each Acquiring Fund will be
shown on its books.
1.6. Any reporting responsibility of a Target Fund including, without
limitation, the responsibility for filing of regulatory reports, tax returns,
or other documents with the Securities and Exchange Commission (the
"Commission"), any state securities commission, and any federal, state or local
tax authorities or any other relevant regulatory authority, is and shall remain
the responsibility of the Target Fund.
1.7. All books and records of a Target Fund, including all books and
records required to be maintained under the Investment Company Act of 1940, as
amended (the "1940 Act"), and the rules and regulations thereunder, shall be
available to the corresponding Acquiring Fund from and after the Closing Date
and shall be turned over to the corresponding Acquiring Fund as soon as
practicable following the Closing Date.
1.8. In order to bind all holders of Target Fund shares to the
transactions contemplated hereby, and in particular in order to bind them to
the cancellation and retirement of the outstanding Target Fund shares held by
them, each Target Fund shall, prior to the Closing Date, (a) seek to obtain
shareholder approval pursuant to Minnesota law of an amendment to Target
Company's articles of incorporation substantially in the form attached hereto
as Schedule B (the "Amendment"), and (b) file the Amendment with the Secretary
of State of Minnesota. The Amendment as actually filed shall refer only to
those Target Funds whose shareholders approved the Amendment.
2. VALUATION
2.1. With respect to each pair of Funds, the value of the Assets shall be
computed as of the date and time ("Valuation Time") that is the close of
regular trading on the New York Stock Exchange (the "NYSE") on the Closing Date
(as defined in section 3.1) after the declaration and payment of any dividends
and/or other distributions on the Closing Date, using such valuation procedures
as are disclosed in the then-current prospectus and/or statement of additional
information for the Acquiring Fund and as have been approved by its Board of
Trustees, copies of which have been delivered to the Target Fund.
2.2. All computations of value hereunder shall be made by or under the
direction of each Fund's respective accounting agent, if applicable, in
accordance with its regular practice and the requirements of the 1940 Act, and
shall be subject to confirmation by each Fund's respective independent
accountants upon the reasonable request of the other Fund.
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3. CLOSING AND CLOSING DATE
3.1. The Closing of the transactions contemplated by this Agreement shall
be March 31, 2004, or such later date as the parties may agree in writing (the
"Closing Date"). All acts taking place at the Closing shall be deemed to take
place immediately after 4:00 p.m., Eastern time, on the Closing Date, unless
otherwise agreed to by the parties. The Closing shall be held at the offices of
New Acquiring Trust, 90 South Seventh Street, Suite 4300, Minneapolis,
Minnesota 55402, or at such other place and time as the parties may agree.
3.2. Each Target Fund shall deliver to the corresponding Acquiring Fund on
the Closing Date a schedule of Assets.
3.3. With respect to each pair of Funds, the Target Fund shall direct
Wells Fargo Bank Minnesota, N.A., as custodian for the Target Fund, to deliver
at the Closing a certificate of an authorized officer stating that (a) the
Assets shall have been delivered in proper form to Wells Fargo Bank Minnesota,
N.A., as custodian for the corresponding Acquiring Fund, prior to or on the
Closing Date and (b) all necessary taxes in connection with the delivery of the
Assets, including all applicable federal and state stock transfer stamps, if
any, have been paid or provision for payment has been made. The Target Fund's
portfolio securities represented by a certificate or other written instrument
shall be presented by the custodian for the Target Fund to the custodian for
the Acquiring Fund for examination no later than five business days preceding
the Closing Date and transferred and delivered by the Target Fund as of the
Closing Date by the Target Fund for the account of the Acquiring Fund duly
endorsed in proper form for transfer in such condition as to constitute good
delivery thereof. The Target Fund's portfolio securities and instruments
deposited with a securities depository, as defined in Rule 17f-4 under the 1940
Act, shall be delivered as of the Closing Date by book entry in accordance with
the customary practices of such depositories and the custodian for the
Acquiring Fund. The cash to be transferred by the Target Fund shall be
delivered by wire transfer of federal funds on the Closing Date.
3.4. Each Target Fund shall direct Bisys Fund Services Ohio, Inc.
("Transfer Agent"), as transfer agent for the Target Fund, to deliver at the
Closing a certificate of an authorized officer stating that its records contain
the names and addresses of the Target Fund Shareholders and the number and
percentage ownership (to three decimal places) of outstanding Target Fund
shares, as applicable, owned by each such shareholder immediately prior to the
Closing. The corresponding Acquiring Fund shall issue and deliver a
confirmation evidencing the Acquiring Fund Shares to be credited on the Closing
Date to the Target Fund or provide evidence satisfactory to the Target Fund
that such Acquiring Fund Shares have been credited to that Target Fund's
account on the books of such Acquiring Fund. At the Closing, each party shall
deliver to the other such bills of sale, checks, assignments, share
certificates, if any, receipts or other documents as such other party or its
counsel may reasonably request to effect the transactions contemplated by this
Agreement.
3.5. In the event that immediately prior to the Valuation Time (a) the
primary trading market for portfolio securities of a Target Fund or a
corresponding Acquiring Fund shall be closed to trading or trading thereupon
shall be restricted, or (b) trading or the reporting of trading thereupon or
elsewhere shall be disrupted so that, in the judgment of the Board members of
either party to this Agreement, accurate appraisal of the value of the net
assets with respect to the Acquiring Fund Shares or the shares of Target Fund
is impracticable, the Closing Date shall be postponed until the first business
day after the day when trading shall have been fully resumed and reporting
shall have been restored.
3.6. The liabilities of each Target Fund shall include all of such Target
Fund's liabilities, debts, obligations and duties of whatever kind or nature,
whether absolute, accrued, contingent or otherwise, whether or not arising in
the ordinary course of business, whether or not determinable at the Closing
Date, and whether or not specifically referred to in this Agreement, including
but not limited to any deferred compensation to such Target Fund's board
members.
4. REPRESENTATIONS AND WARRANTIES
4.1. With respect to each pair of Funds, except as has been fully
disclosed to the Acquiring Fund prior to the date of this Agreement in a
written instrument executed by an appropriate officer of Target Company, Target
Company, on behalf of the corresponding Target Fund, represents and warrants to
the Acquiring Fund as follows:
B-3
(a) Target Fund is duly designated as a series of Target Company, which
is a corporation duly organized and validly existing under the laws of the
State of Minnesota, with power under Target Company's Articles of
Incorporation, as amended and supplemented from time to time, to own all
of its Assets and to carry on its business as it is now being conducted
and, subject to approval of shareholders of Target Fund, to carry out this
Agreement. Target Fund is qualified to do business in all jurisdictions in
which it is required to be so qualified, except jurisdictions in which the
failure to so qualify would not reasonably be expected to have a material
adverse effect on Target Fund. Target Fund has all material federal, state
and local authorizations necessary to own all of its Assets and to carry
on its business as now being conducted, except authorizations that the
failure to so obtain would not reasonably be expected to have a material
adverse effect on Target Fund;
(b) The Target Fund is registered with the Commission as an open-end
management investment company under the 1940 Act, and such registration is
in full force and effect and the Target Fund is in compliance in all
material respects with the 1940 Act and the rules and regulations
thereunder;
(c) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by the Target Fund
of the transactions contemplated herein, except such as have been obtained
under the Securities Act of 1933, as amended (the "1933 Act"), the
Securities Exchange Act of 1934, as amended (the "1934 Act") and the 1940
Act and such as may be required by state securities laws;
(d) The Target Fund is not, and the execution, delivery and performance
of this Agreement by the Target Fund, will not, (i) result in a material
violation of Minnesota law or of its Articles of Incorporation or By-Laws;
(ii) result in a material violation or breach of, or constitute a default
under, any material agreement, indenture, instrument, contract, lease or
other undertaking to which the Target Fund is a party or by which it is
bound, or the acceleration of any obligation, or the imposition of any
penalty, under any agreement, indenture, instrument, contract, lease,
judgment or decree to which the Target Fund is a party or by which it is
bound; or (iii) result in the creation or imposition of any lien, charge
or encumbrance or any property or assets of the Target Fund;
(e) All material contracts or other commitments of the Target Fund (other
than this Agreement and any contracts listed on Schedule C) will terminate
without liability to the Target Fund on or prior to the Closing Date. Each
contract listed on Schedule C is a valid, binding and enforceable
obligation of each party thereto and the assignment by the Target Fund to
the corresponding Acquiring Fund of each such contract will not result in
the termination of such contract, any breach or default thereunder or the
imposition of any penalty thereunder;
(f) No material litigation or administrative proceeding or investigation
of or before any court or governmental body is presently pending or to its
knowledge threatened against the Target Fund or any properties or assets
held by it. The Target Fund knows of no facts that might form the basis
for the institution of such proceedings that would materially and
adversely affect its business and is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental
body which materially and adversely affects its business or its ability to
consummate the transactions herein contemplated;
(g) The Statement of Assets and Liabilities, Statement of Operations,
Statement of Changes in Net Assets and Financial Highlights of the Target
Fund at and for the fiscal year ended July 31, 2003, have been audited by
Deloitte & Touche LLP, and are in accordance with GAAP consistently
applied, and such statements (a copy of each of which has been furnished
to Acquiring Fund) present fairly, in all material respects, the financial
position of the Target Fund as of such date in accordance with GAAP, and
there are no known contingent liabilities of the Target Fund required to
be reflected on a balance sheet (including the notes thereto) in
accordance with GAAP as of such date not disclosed therein;
(h) Since July 31, 2003, there has not been any material adverse change
in the Target Fund's financial condition, assets, liabilities or business
other than changes occurring in the ordinary course of business, or any
incurrence by the Target Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred except as otherwise disclosed
to and accepted in writing by the
B-4
corresponding Acquiring Fund. For purposes of this subsection (h), a
decline in net asset value per share of the Target Fund due to declines in
market values of securities in the Target Fund's portfolio, the discharge
of the Target Fund liabilities, or the redemption of Target Fund shares by
Target Fund Shareholders shall not constitute a material adverse change;
(i) At the date hereof and at the Closing Date, all federal and other
tax returns and reports of the Target Fund required by law to have been
filed by such dates (including any extensions) shall have been filed and
are or will be correct in all material respects, and all federal and other
taxes shown as due or required to be shown as due on said returns and
reports shall have been paid or provision shall have been made for the
payment thereof, and, to the best of the Target Fund's knowledge, no such
return is currently under audit and no assessment has been asserted with
respect to such returns;
(j) For each taxable year of its operation (including the taxable year
that includes the Closing Date), the Target Fund has met the requirements
of Subchapter M of the Code for qualification and treatment as a regulated
investment company and has elected to be treated as such, and has been
eligible to and has computed its federal income tax under Section 852 of
the Code;
(k) All issued and outstanding shares of the Target Fund (i) have been
offered and sold in every state and the District of Columbia in compliance
in all material respects with applicable registration requirements of the
1933 Act and state securities laws, (ii) are, and on the Closing Date will
be, duly and validly issued and outstanding, fully paid and non-assessable
and not subject to preemptive or dissenter's rights, and (iii) will be
held at the time of the Closing by the persons and in the amounts set
forth in the records of the Transfer Agent, as provided in section 3.4.
The Target Fund does not have outstanding any options, warrants or other
rights to subscribe for or purchase any of the Target Fund shares, nor is
there outstanding any security convertible into any of the Target Fund
shares;
(l) At the Closing Date, the Target Fund will have good and marketable
title to the Assets to be transferred to the corresponding Acquiring Fund
pursuant to section 1.2 and full right, power and authority to sell,
assign, transfer and deliver such Assets hereunder free of any liens or
other encumbrances and upon delivery and payment for such Assets, such
Acquiring Fund will acquire good and marketable title thereto, subject to
no restrictions on the full transfer thereof, including such restrictions
as might arise under the 1933 Act and the 1940 Act;
(m) The execution, delivery and performance of this Agreement will have
been duly authorized prior to the Closing Date by all necessary action on
the part of the Board members of Target Company, (including the
determinations required by Rule 17a-8(a) under the 1940 Act), and, subject
to the approval of this Agreement and the Amendment by the Target Fund
Shareholders, this Agreement constitutes a valid and binding obligation of
the Target Fund, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other laws relating to or affecting
creditors' rights and to general equity principles;
(n) The information to be furnished by the Target Fund for use in
applications for orders, registration statements or proxy materials or for
use in any other document filed or to be filed with any federal, state or
local regulatory authority (including the National Association of
Securities Dealers, Inc. (the "NASD")), which may be necessary in
connection with the transactions contemplated hereby, shall be accurate
and complete in all material respects and shall comply in all material
respects with federal securities and other laws and regulations applicable
thereto;
(o) At the Closing Date, the then current prospectus and statement of
additional information of the Target Fund conform in all material respects
to the applicable requirements of the 1933 Act and the 1940 Act and the
rules and regulations of the Commission thereunder and do not include any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not materially
misleading; and
(p) The Proxy Statement (as defined in section 5.7), insofar as it
relates to the Target Fund, will, on the effective date of the
Registration Statement and on the Closing Date, (i) comply in all material
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respects with the provisions and Regulations of the 1933 Act, 1934 Act and
1940 Act, as applicable, and (ii) not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which such statements are made, not materially
misleading; provided, however, that the representations and warranties in
this section shall not apply to statements in or omissions from the Proxy
Statement and the Registration Statement made in reliance upon and in
conformity with information that was furnished or should have been
furnished by Acquiring Fund for use therein.
4.2. With respect to each pair of Funds, except as has been fully
disclosed to the Target Fund prior to the date of this Agreement in a written
instrument executed by an appropriate officer of New Acquiring Trust, New
Acquiring Trust, on behalf of the corresponding Acquiring Fund, represents and
warrants to the Target Fund as follows:
(a) The Acquiring Fund is duly organized as a series of New Acquiring
Trust, which is a statutory trust duly organized and validly existing
under the laws of the State of Delaware with the power under New Acquiring
Trust's Declaration of Trust to own all of its properties and assets and
to carry on its business as contemplated by this Agreement;
(b) New Acquiring Trust is registered with the Commission as an open-end
management investment company under the 1940 Act, and such registration is
in full force and effect and Acquiring Fund is in compliance in all
material respects with the 1940 Act and the rules and regulations
thereunder, and the registration of Acquiring Fund Shares will be in full
force and effect on the Closing Date;
(c) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Acquiring Fund
of the transactions contemplated herein, except such as have been obtained
under the 1933 Act, the 1934 Act and the 1940 Act and such as may be
required by state securities laws;
(d) The Acquiring Fund is not, and the execution, delivery and
performance of this Agreement by the Acquiring Fund will not, (i) result
in a material violation of Delaware law or its then current Declaration of
Trust or By-Laws; (ii) result in a material violation or breach of or
constitute a default under, any material agreement, indenture, instrument,
contract, lease or other undertaking to which New Acquiring Trust, on
behalf of the Acquiring Fund, is a party or by which it is bound, or (ii)
the acceleration of any obligation, or the imposition of any penalty,
under any agreement, indenture, instrument, contract, lease, judgment or
decree to which New Acquiring Trust, on behalf of the Acquiring Fund, is a
party or by which it is bound; nor (iii) result in the creation or
imposition of any lien, charge or encumbrance on any property or assets of
the Acquiring Fund;
(e) No material litigation or administrative proceeding or investigation
of or before any court or governmental body is presently pending or to its
knowledge threatened against the Acquiring Fund or any properties or
assets held by it. The Acquiring Fund knows of no facts that might form
the basis for the institution of such proceedings that would materially
and adversely affect its business and is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental
body which materially and adversely affects its business or its ability to
consummate the transactions herein contemplated;
(f) Acquiring Fund will meet the requirements of Subchapter M of the Code
for qualification as a regulated investment company for its first taxable
year that ends after the Closing Date and will be eligible to, and will
for such taxable year, compute its Federal income tax under Section 852 of
the Code;
(g) Upon consummation of the Reorganization, all issued and outstanding
Acquiring Fund Shares will be duly and validly issued and outstanding,
fully paid and non-assessable by New Acquiring Trust and will have been
offered and sold in every state, territory and the District of Columbia in
compliance in all material respects with applicable registration
requirements of the 1933 Act and other securities laws. The Acquiring Fund
does not have outstanding any options, warrants or other rights to
subscribe for or purchase any Acquiring Fund Shares, nor is there
outstanding any security convertible into any Acquiring Fund Shares;
B-6
(h) The execution, delivery and performance of this Agreement will have
been duly authorized prior to the Closing Date by all necessary action on
the part of the Board members of New Acquiring Trust (including the
determinations required by Rule 17a-8(a) under the 1940 Act), and this
Agreement will constitute a valid and binding obligation of New Acquiring
Trust, on behalf of the Acquiring Fund, enforceable in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other laws relating to or
affecting creditors' rights and to general equity principles;
(i) The information to be furnished by the Acquiring Fund for use in
applications for orders, registration statements or proxy materials or for
use in any other document filed or to be filed with any federal, state or
local regulatory authority (including the NASD), which may be necessary in
connection with the transactions contemplated hereby, shall be accurate
and complete in all material respects and shall comply in all material
respects with federal securities and other laws and regulations applicable
thereto;
(j) At the Closing Date, the then current prospectus and statement of
additional information of the Acquiring Fund conform in all material
respects to the applicable requirements of the 1933 Act and the 1940 Act
and the rules and regulations of the Commission thereunder and do not
include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not materially misleading;
(k) Prior to the Closing Date, the Acquiring Fund will have carried on no
business activity and will have had no assets or liabilities other than
the seed capital required by Section 14(a) of the 1940 Act.
5. COVENANTS OF ACQUIRING FUND OR TARGET FUND OR BOTH
5.1. Each Target Fund covenants to operate its business in the ordinary
course between the date hereof and the Closing Date, it being understood that
(a) such ordinary course of business will include (i) the declaration and
payment of customary dividends and other distributions and (ii) such changes as
are contemplated by the Target Fund's normal operations.
5.2. Each Target Fund covenants that, upon reasonable notice, the
corresponding Acquiring Fund's officers and agents shall have reasonable access
to the Target Fund's books and records necessary to maintain current knowledge
of the Target Fund and to ensure that the representations and warranties made
by the Target Fund are accurate.
5.3. Each Target Fund covenants to call a meeting of Target Fund
Shareholders entitled to vote thereon to consider and act upon this Agreement
and the Amendment and to take all other reasonable action necessary to obtain
approval of the transactions contemplated herein. Such meeting shall be
scheduled for no later than June 30, 2004.
5.4. Each Target Fund covenants that the corresponding Acquiring Fund
Shares to be issued hereunder are not being acquired for the purpose of making
any distribution thereof other than in accordance with the terms of this
Agreement.
5.5. Each Target Fund covenants that it will assist the corresponding
Acquiring Fund in obtaining such information as such Acquiring Fund reasonably
requests concerning the beneficial ownership of the Target Fund shares.
5.6. With respect to each pair of Funds, each of Acquiring Fund and Target
Fund, on behalf of itself, covenants that, subject to the provisions of this
Agreement, it will take, or cause to be taken, all actions, and do or cause to
be done, all things reasonably necessary, proper and/or advisable to consummate
and make effective the transactions contemplated by this Agreement.
5.7. Each Target Fund covenants that it will prepare, file with the
Commission, and deliver to the corresponding Acquired Fund Shareholders in
connection with such meeting, a proxy statement on Schedule 14A ("Proxy
Statement") in compliance in all material respects with the provisions of the
1934 Act and the rules and regulations thereunder.
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5.8. Each Acquiring Fund covenants that it will provide the corresponding
Target Fund with information reasonably necessary for the preparation of the
Proxy Statement in compliance with the 1934 Act and 1940 Act and the rules and
regulations thereunder.
5.9. Each Target Fund covenants that it will, from time to time, as and
when reasonably requested by the corresponding Acquiring Fund, execute and
deliver or cause to be executed and delivered all such assignments and other
instruments, and will take or cause to be taken such further action as such
Acquiring Fund may reasonably deem necessary or desirable in order to vest in
and confirm such Acquiring Fund's title to and possession of all the Assets and
otherwise to carry out the intent and purpose of this Agreement.
5.10. Each Acquiring Fund covenants to use all reasonable efforts to
obtain the approvals and authorizations required by the 1933 Act and 1940 Act,
and such of the state securities laws as it deems appropriate in order to
continue its operations after the Closing Date and to consummate the
transactions contemplated herein; provided, however, that such Acquiring Fund
may take such actions it reasonably deems advisable after the Closing Date as
circumstances change.
5.11. Each Fund shall use its reasonable best efforts to fulfill or obtain
the fulfillment of the conditions precedent to effect the transactions
contemplated by this Agreement as promptly as practicable.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF TARGET FUND
With respect to the Reorganization, the obligations of each Target Fund to
consummate the transactions provided for herein shall be subject, at its
election, to the performance by the corresponding Acquiring Fund of all the
obligations to be performed by it hereunder on or before the Closing Date, and,
in addition thereto, the following further conditions:
6.1. All representations and warranties of New Acquiring Trust, on behalf
of the corresponding Acquiring Fund, contained in this Agreement shall be true
and correct in all material respects as of the date hereof and, except as they
may be affected by the transactions contemplated by this Agreement, as of the
Closing Date, with the same force and effect as if made on and as of the
Closing Date.
6.2. The Acquiring Fund shall have delivered to the Target Fund on the
Closing Date a certificate executed in its name by its President or a Vice
President, in a form reasonably satisfactory to New Acquiring Trust, on behalf
of the Target Fund, and dated as of the Closing Date, to the effect that the
representations and warranties of New Acquiring Trust with respect to the
Acquiring Fund made in this Agreement are true and correct on and as of the
Closing Date, except as they may be affected by the transactions contemplated
by this Agreement, and as to such other matters as the Target Fund shall
reasonably request.
6.3. The Acquiring Fund shall have performed all of the covenants and
complied with all of the provisions required by this Agreement to be performed
or complied with by the Acquiring Fund on or before the Closing Date.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRING FUND
With respect to the Reorganization, the obligations of each Acquiring Fund
to consummate the transactions provided for herein shall be subject, at its
election, to the performance by the corresponding Target Fund of all of the
obligations to be performed by it hereunder on or before the Closing Date and,
in addition thereto, the following further conditions:
7.1. All representations and warranties of such Target Fund contained in
this Agreement shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date, with the same force and
effect as if made on and as of the Closing Date.
7.2. The Target Fund shall have delivered to the Acquiring Fund a
statement of the Target Fund's Assets and liabilities as of the Closing Date,
certified by the Treasurer of the Target Fund.
7.3. The Target Fund shall have delivered to the Acquiring Fund on the
Closing Date a certificate executed in its name by its President or a Vice
President, in a form reasonably satisfactory to the Acquiring
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Fund, and dated as of the Closing Date, to the effect that the representations
and warranties of the Target Fund made in this Agreement are true and correct
on and as of the Closing Date, except as they may be affected by the
transactions contemplated by this Agreement, and as to such other matters as
the Acquiring Fund shall reasonably request.
7.4. The Target Fund shall have performed all of the covenants and
complied with all of the provisions required by this Agreement to be performed
or complied with by the Target Fund on or before the Closing Date.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRING FUND AND TARGET
FUND
With respect to each pair of Funds, if any of the conditions set forth
below have not been met on or before the Closing Date with respect to a Target
Fund or Acquiring Fund, the other party to this Agreement shall, at its option,
not be required to consummate the transactions contemplated by this Agreement:
8.1. This Agreement, the Amendment, and the transactions contemplated
herein and therein, with respect to the Target Fund, shall have been approved
by the requisite vote of the holders of the outstanding shares of the Target
Fund in accordance with the provisions of the Target Fund's Articles of
Incorporation and By-Laws, applicable Minnesota law and the 1940 Act, and
certified copies of the resolutions evidencing such approval shall have been
delivered to Acquiring Fund; and the Amendment shall have been duly filed with
the Secretary of State of Minnesota. Notwithstanding anything herein to the
contrary, neither the Acquiring Fund nor the Target Fund may waive the
conditions set forth in this section 8.1.
8.2. On the Closing Date, no action, suit or other proceeding shall be
pending or to its knowledge threatened before any court or governmental agency
in which it is sought to restrain or prohibit, or obtain material damages or
other relief in connection with, this Agreement or the transactions
contemplated herein.
8.3. All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities deemed necessary by
the Acquiring Fund or the Target Fund to permit consummation, in all material
respects, of the transactions contemplated hereby shall have been obtained,
except where failure to obtain any such consent, order or permit would not
involve a risk of a material adverse effect on the assets or properties of the
Acquiring Fund or the Target Fund, provided that either party hereto may for
itself waive any of such conditions.
8.4. The Registration Statement with respect to the Acquiring Fund Shares
shall have become effective under the 1933 Act and no stop orders suspending
the effectiveness thereof shall have been issued and, to the best knowledge of
the parties hereto, no investigation or proceeding for that purpose shall have
been instituted or be pending, threatened or contemplated under the 1933 Act.
8.5. With respect to the Reorganization, the parties shall have received
an opinion of Dechert LLP addressed to each Acquiring Fund and Target Fund, in
a form reasonably satisfactory to each such party, substantially to the effect
that, based upon certain facts, assumptions and representations of the parties,
for federal income tax purposes: (i) the transfer to each Acquiring Fund of all
of the assets of the corresponding Target Fund in exchange solely for such
Acquiring Fund Shares and the assumption by such Acquiring Fund of all of the
liabilities of the Target Fund, followed by the distribution of such shares to
the Target Fund Shareholders in exchange for their shares of the Target Fund in
complete liquidation of the Target Fund, will constitute a "reorganization"
within the meaning of Section 368(a)(1) of the Code, and such Acquiring Fund
and the Target Fund will each be "a party to a reorganization" within the
meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized
by the Target Fund upon the transfer of all of its assets to such Acquiring
Fund in exchange solely for such Acquiring Fund Shares and the assumption by
such Acquiring Fund of all of the liabilities of the Target Fund; (iii) the
basis of the assets of the Target Fund in the hands of such Acquiring Fund will
be the same as the basis of such assets of the Target Fund immediately prior to
the transfer; (iv) the holding period of the assets of the Target Fund in the
hands of such Acquiring Fund will include the period during which such assets
were held by the Target Fund; (v) no gain or loss will be recognized by such
Acquiring Fund upon the receipt of the assets of the Target Fund in exchange
for such Acquiring Fund Shares and the assumption by Acquiring Fund of all of
the liabilities of Target Fund; (vi) no
B-9
gain or loss will be recognized by the Target Fund Shareholders upon the
receipt of such Acquiring Fund Shares solely in exchange for their shares of
the Target Fund as part of the transaction; (vii) the basis of such Acquiring
Fund Shares received by the Target Fund Shareholders will be the same as the
basis of the shares of the Target Fund exchanged therefor; and (viii) the
holding period of such Acquiring Fund Shares received by Target Fund
Shareholders will include the holding period during which the shares of the
Target Fund exchanged therefor were held, provided that at the time of the
exchange the shares of the Target Fund were held as capital assets in the hands
of the Target Fund Shareholders. The delivery of such opinion is conditioned
upon receipt by Dechert LLP of representations it shall request of New
Acquiring Trust and the Target Fund. Notwithstanding anything herein to the
contrary, neither such Acquiring Fund nor the Target Fund may waive the
condition set forth in this section 8.5. No opinion will be expressed by
Dechert LLP, however, as to whether any gain or loss will be recognized by a
Target Fund or Acquiring Fund in connection with any dispositions of assets by
such Fund prior to or following its Reorganization.
8.6. The Target Fund and the Acquiring Fund shall have agreed on the
number of full and fractional Acquiring Fund Shares to be issued in connection
with the Reorganization after such number has been calculated in accordance
with paragraph 1.1.
9. INDEMNIFICATION
9.1. Each Acquiring Fund agrees to indemnify and hold harmless the
corresponding Target Fund and each of such Target Fund's Board members and
officers from and against any and all losses, claims, damages, liabilities or
expenses (including, without limitation, the payment of reasonable legal fees
and reasonable costs of investigation) to which jointly and severally, such
Target Fund or any of its Board members or officers may become subject, insofar
as any such loss, claim, damage, liability or expense (or actions with respect
thereto) arises out of or is based on any breach by such Acquiring Fund of any
of its representations, warranties, covenants or agreements set forth in this
Agreement.
9.2. Each Target Fund agrees to indemnify and hold harmless the
corresponding Acquiring Fund and each of such Acquiring Fund's Board members
and officers from and against any and all losses, claims, damages, liabilities
or expenses (including, without limitation, the payment of reasonable legal
fees and reasonable costs of investigation) to which jointly and severally,
such Acquiring Fund or any of its Board members or officers may become subject,
insofar as any such loss, claim, damage, liability or expense (or actions with
respect thereto) arises out of or is based on any breach by such Target Fund of
any of its representations, warranties, covenants or agreements set forth in
this Agreement.
10. FEES AND EXPENSES
10.1. Each of New Acquiring Trust, on behalf of each Acquiring Fund, and
Target Company, on behalf of each Target Fund, represents and warrants to the
other that it has no obligations to pay any brokers or finders fees in
connection with the transactions provided for herein.
10.2. Voyageur Asset Management, Inc. ("Voyageur") will bear all the
expenses associated with the Reorganization, except that Acquiring Fund will
bear all SEC registration fees. Any such expenses which are so borne by
Voyageur will be solely and directly related to the Reorganization within the
meaning of Revenue Ruling 73-54, 1973-1 C.B. 187. Target Fund Shareholders will
pay their own expenses, if any, incurred in connection with the Reorganization.
11. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
11.1. Each Fund agrees that no party has made any representation, warranty
or covenant not set forth herein and that this Agreement constitutes the entire
agreement between the parties.
11.2. Except as specified in the next sentence set forth in this section
11.2, the representations, warranties and covenants contained in this Agreement
or in any document delivered pursuant hereto or in connection herewith shall
not survive the consummation of the transactions contemplated hereunder. The
covenants to be performed after the Closing and the obligations of each of
Acquiring Funds and Target Funds in sections 9.1 and 9.2 shall survive the
Closing.
B-10
12. TERMINATION
This Agreement may be terminated and the transactions contemplated hereby
may be abandoned by any party as it relates to the transactions applicable to
such party (i) by the mutual agreement of the parties, or (ii) by either party
if the Closing shall not have occurred on or before July 15, 2004, unless such
date is extended by mutual agreement of the parties, or (iii) by either party
if the other party shall have materially breached its obligations under this
Agreement or made a material and intentional misrepresentation herein or in
connection herewith; or (iv) upon the resolution of either of the Board of
Trustees of New Acquiring Trust or the Board of Directors of Target Company, at
any time prior to the Closing Date, if circumstances should develop that, in
the opinion of that Board, make proceeding with the Agreement inadvisable with
respect to New Acquiring Trust or Target Company, respectively. In the event of
any such termination, this Agreement shall become void and there shall be no
liability hereunder on the part of any party or their respective Board members
or officers, except for any such material breach or intentional
misrepresentation, as to each of which all remedies at law or in equity of the
party adversely affected shall survive.
13. AMENDMENTS
This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by any authorized officer of Target
Company and any authorized officer of New Acquiring Trust; provided, however,
that following the meeting of Target Fund Shareholders called by Target Company
pursuant to section 5.3 of this Agreement, no such amendment may have the
effect of changing the provisions for determining the number of Acquiring Fund
Shares to be issued to Target Fund Shareholders under this Agreement to the
detriment of such shareholders without their further approval.
14. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be deemed duly given
if delivered by hand (including by Federal Express or similar express courier)
or transmitted by facsimile or three days after being mailed by prepaid
registered or certified mail, return receipt requested, addressed to the
applicable Target Fund, 90 South Seventh Street, Suite 4300, Minneapolis,
Minnesota 55402, with a copy to Dechert LLP, 200 Clarendon Street, Boston,
Massachusetts 02116, Attention: Joseph R. Fleming, Esq., or to the applicable
Acquiring Fund, 90 South Seventh Street, Suite 4300, Minneapolis, Minnesota
55402, with a copy to Dechert LLP, 200 Clarendon Street, Boston, Massachusetts
02116, Attention: Joseph R. Fleming, Esq., or to any other address that Target
Funds or Acquiring Fund shall have last designated by notice to the other
party.
15. HEADINGS; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY
15.1. The Article and section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
15.2. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
15.3. This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and the shareholders of each
Acquiring Fund and Target Fund and their respective successors and assigns, any
rights or remedies under or by reason of this Agreement.
15.4. Notwithstanding anything to the contrary contained in this
Agreement, the obligations, agreements, representations and warranties with
respect to each Fund shall constitute the obligations, agreements,
representations and warranties of that Fund only (the "Obligated Fund"), and in
no event shall any other series of New Acquiring Trust or the assets of any
such series be held liable with respect to the breach or other default by the
Obligated Fund of its obligations, agreements, representations and warranties
as set forth herein.
B-11
15.5. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware without regard to its
principles of conflicts of laws.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by an authorized officer and its seal to be affixed thereto and
attested by its Secretary or Assistant Secretary.
Attest: TAMARACK FUNDS TRUST,
on behalf of Acquiring Fund
By:
----------------------------------
Its:
- ------------------------------------ ---------------------------------
Secretary
Attest: GREAT HALL INVESTMENT FUNDS, INC.,
on behalf of each Target Fund
By:
----------------------------------
Its:
- ------------------------------------ ---------------------------------
Secretary
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SCHEDULE A
TARGET FUNDS ACQUIRING FUNDS
- ------------------------------------------------- ------------------------------------------------
Great Hall Institutional Prime Money Market Tamarack Institutional Prime Money Market
Fund (represented by Target Company's Series F Fund, a separate series of Tamarack Funds Trust
Common Shares, without designation as to series,
also known as Investor Shares
Great Hall Institutional Tax-Free Money Market Tamarack Institutional Tax-Free Money Market
Fund (represented by Target Company's Series G Fund, a separate series of Tamarack Funds Trust
Common Shares, without designation as to series,
also known as Investor Shares)
Great Hall Prime Money Market Fund Tamarack Prime Money Market Fund, a separate
(represented by Target Company's Series A series of Tamarack Funds Trust
Common Shares, without designation as to series,
also known as Investor Shares)
Great Hall Tax-Free Money Market Fund Tamarack Tax-Free Money Market Fund, a
(represented by Target Company's Series C separate series of Tamarack Funds Trust
Common Shares, without designation as to series,
also known as Investor Shares)
Great Hall U.S. Government Money Market Fund Tamarack U.S. Government Money Market Fund,
(represented by Target Company's Series B a separate series of Tamarack Funds Trust
Common Shares, without designation as to series,
also known as Investor Shares)
B-13
SCHEDULE B
ARTICLES OF AMENDMENT
TO
RESTATED ARTICLES OF INCORPORATION
OF
GREAT HALL INVESTMENT FUNDS, INC.
The undersigned officer of Great Hall Investment Funds, Inc. (the
"Corporation"), a Minnesota corporation which is subject to the provisions of
Minnesota Statutes, Chapter 302A, hereby certifies that the following amendment
to the Corporation's restated articles of incorporation has been adopted by the
Board of Directors and by the requisite vote of shareholders of the Corporation
pursuant to said Chapter 302A:
WHEREAS, the Corporation is registered as an open-end management investment
company (i.e., a mutual fund) under the Investment Company Act of 1940 and
offers its shares to the public in several series, each of which represents
a separate and distinct portfolio of assets;
WHEREAS, it is desirable and in the best interests of the holders of the
Corporation's series of common stock identified in the table below as the
"Target Funds" that the assets belonging to such Target Funds be sold to
the respective series of Tamarack Funds Trust, a Delaware statutory trust
(the "New Acquiring Trust"), identified in the table below as the
"Acquiring Funds," in exchange for shares of the respective Acquiring
Funds, which shares will be distributed pro rata to the former shareholders
of the Target Funds:
ACQUIRING FUNDS (SERIES OF THE
TARGET FUNDS (SERIES OF THE CORPORATION) NEW ACQUIRING TRUST
------------------------------------------------ ---------------------------------------------
Series A Common Shares (known as Prime Tamarack Prime Money Market Fund
Money Market Fund)
Series B Common Shares (known as U.S. Tamarack U.S. Government Money Market Fund
Government Money Market Fund)
Series C Common Shares (known as Tax-Free Tamarack Tax-Free Money Market Fund
Money Market Fund)
Series F Common Shares (known as Institutional Tamarack Institutional Prime Money Market
Prime Money Market Fund) Fund
Series G Common Shares (known as Institutional Tamarack Institutional Tax-Free Money Market
Tax-Free Money Market Fund) Fund
WHEREAS, each of the Target Funds presently has outstanding shares of only
one class, which is without designation as to class within the lettered
series of shares referred to in the Corporation's restated articles of
incorporation and which is known as "Investor Shares;"
WHEREAS, the Corporation and the New Acquiring Trust have entered into an
Agreement and Plan of Reorganization dated ____________, 200__ providing
for the foregoing transactions (the "Reorganization Agreement"); and
WHEREAS, the Reorganization Agreement requires that, in order to bind all
holders of shares of the respective series of the Corporation which
constitute Target Funds to the foregoing transactions, and in particular to
bind such holders to the cancellation and retirement of their outstanding
shares of the Corporation, it is necessary to adopt an amendment to the
Corporation's amended and restated articles of incorporation.
NOW, THEREFORE, BE IT RESOLVED, that the Corporation's restated articles of
incorporation be, and the same hereby are, amended to add the following
Article 5C immediately following Article 5B thereof:
B-14
5A. (a) For purposes of this Article 5C, the following terms shall have the
following meanings:
The terms "Target Funds," "Acquiring Funds," and "Reorganization Agreement"
shall have the meanings set forth in the preamble to the Articles of Amendment
which added this Article 5C to the Corporation's restated articles of
incorporation.
The term "Closing Date" shall have the meaning set forth in the
Reorganization Agreement.
(b) At the Closing Date, the assets belonging to each Target Fund, the
Special Liabilities associated therewith, and the General Assets and
General Liabilities allocated to such Target Fund, shall be transferred to
the corresponding Acquiring Fund for Investor Shares of such Acquiring
Fund, all as set forth in the Reorganization Agreement. Such Acquiring Fund
shares shall be distributed to Target Fund shareholders as set forth in (c)
below. For purposes of the foregoing, the terms "assets belonging to,"
"Special Liabilities," "General Assets," and "General Liabilities" have the
meanings assigned to them in Articles 7(b), 7(c), and 7(d) of the
Corporation's restated articles of incorporation.
(c) At the Closing Date, each issued and outstanding share of each
Target Fund shall be, without further action, exchanged for that number of
such Investor Shares of the corresponding Acquiring Fund determined in
accordance with Sections 1 and 2 of the Reorganization Agreement, and such
Target Fund shares shall be cancelled and retired. The distribution of the
Acquiring Fund shares to Target Fund shareholders shall be accomplished in
the manner set forth in Section 1.4 of the Reorganization Agreement.
(d) From and after the Closing Date, the Target Fund shares cancelled
and retired pursuant to (c) above shall have the status of authorized and
unissued shares of the Corporation, without designation as to series or
class. If all outstanding series of the Corporation participate in the
foregoing transactions as "Target Funds," their shareholders' approval of
such transactions also shall constitute their approval of the Corporation's
dissolution and winding up pursuant to the Minnesota Business Corporation
Act.
IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed
these Articles of Amendment on behalf of the Corporation on ____________, 200__.
GREAT HALL INVESTMENT FUNDS, INC.
By:
------------------------------
Its:
------------------------------
B-15
EXHIBIT C
INFORMATION ON CERTAIN MATTERS ON WHICH THE TAMARACK FUNDS WILL VOTE
Each Fund, while it is the sole shareholder of the corresponding Tamarack Fund,
will approve an investment advisory agreement that is substantially the same as
the existing investment advisory agreement for each of the Funds, except as
noted below.
The proposed investment advisory agreement is an agreement by and between the
Tamarack Funds Trust, on behalf of each applicable New Fund, and Voyageur that,
with a few minor exceptions that are described below, is materially the same as
the current Investment Advisory Agreement, dated August 29, 1991, by and
between the Company, on behalf of its respective Funds, and Voyageur. The
current Investment Advisory Agreement is referred to herein as the "Current
Advisory Agreement." The proposed Investment Advisory Agreement is referred to
herein as the "New Advisory Agreement."
CURRENT ADVISORY AGREEMENT. The Current Advisory Agreement between the
Company, on behalf of Prime Fund, Government Fund and Tax-Free Fund, and
Voyageur was last approved by the Funds' sole initial shareholder in 1991. The
Current Advisory Agreement between the Company, on behalf of Institutional
Prime Fund, and Voyageur was last approved by that Fund's sole initial
shareholder in 1997. The Current Advisory Agreement between the Company, on
behalf of Institutional Tax-Free Fund, and Voyageur was last approved by that
Fund's sole initial shareholder in 1998. As of the date of this Proxy
Statement, the Board of Directors last approved the Current Advisory Agreement
on November 24, 2003. If not sooner terminated, the Current Advisory Agreement
will continue in effect until November 24, 2004, and for successive one year
periods thereafter, provided that each continuance is specifically approved
annually by (a) the vote of a majority of the Board who are not parties to the
Current Advisory Agreement or interested persons (as defined in the 1940 Act),
cast in person at a meeting called for the purpose of voting on such approval,
and (b) either (i) the vote of a majority of the outstanding voting securities
of the affected Fund, or (ii) the vote of a majority of the Board. The Current
Advisory Agreement is terminable with respect to a Fund by a vote of the Board,
or by the holders of a majority of the outstanding voting securities of the
Fund, at any time without penalty, upon 60 days written notice to Voyageur.
Voyageur may also terminate its advisory relationship with respect to a Fund
without penalty upon 60 days written notice to the Company. The Current
Advisory Agreement terminates automatically in the event of its assignment (as
defined in the 1940 Act).
In determining whether to approve the Current Advisory Agreement, the Board
requested, and received from Voyageur, information that the Board believed to
be reasonably necessary to reach their conclusion. The Board considered, with
the assistance of independent counsel, their legal responsibilities and
reviewed the nature and quality of the Voyageur's services provided to each
Fund and the Voyageur's experience, resources and qualifications. In addition
to monthly written reports of each Fund's investment performance relative to
broad-based industry benchmarks and presentations at each regular Board of
Directors meeting by the Funds' Chief Investment Officer, the Board reviewed
and considered various factors including:
o a report prepared by Lipper Analytical Services, Inc., comparing the
investment advisory fees and other expenses of each Fund (as a
percentage of assets) and the investment performance of each Fund (net
of fees and expenses) with those of comparable funds, including a
description of the bases upon which funds were selected for
comparison;
o descriptions of transaction allocation practices and assurances that
such practices and arrangements are accurately described in the Funds'
registration statement;
o assurances that Voyageur and its personnel are in compliance with the
Funds' Code of Ethics, policies and procedures and with applicable
laws and regulations;
o a report on Voyageur's profitability related to providing investment
advisory services to the Funds after taking into account (i)
investment advisory fees and any other benefits realized by Voyageur
or any of its affiliates as a result of Voyageur's role as the
investment advisor to the Funds, (ii) the direct and indirect expenses
incurred by Voyageur in providing such investment advisory services to
the Funds, (iii) the contractual expense limitation described below,
and (iv) compensation arrangements for the Voyageur's key personnel;
and
o information on the financial condition of Voyageur.
C-1
After discussion, the Board of Directors concluded that Voyageur has the
capabilities, resources and personnel necessary to manage the Funds. The Board
of Directors also concluded that, based on the services that Voyageur would
provide to the Funds under the Current Advisory Agreement and the expenses
incurred by Voyageur in the performance of such services, the compensation to
be paid to Voyageur is fair and equitable with respect to each Fund. Based upon
such information as it considered necessary to the exercise of its reasonable
business judgment, the Board of Directors concluded unanimously that it is in
the best interests of each Fund to continue the Current Advisory Agreement with
Voyageur for an additional one-year period.
Under its terms, the Current Advisory Agreement will remain in effect with
respect to each Fund until November 24, 2004 and continue thereafter only as
long as such continuance is approved at least annually (i) by vote of the
holders of a majority of the outstanding voting securities of each Fund or by
the Board of Directors and (ii) by a majority of the Directors who are not
parties to the Investment Advisory Agreement or "interested persons" (as
defined in the 1940 Act) of any such party.
Subsequent to November 24, 2003, the Board of Directors continued to receive
regular updates on the performance of each of the Funds and other matters
relevant to the performance of Voyageur.
PROVISIONS OF THE CURRENT AND NEW ADVISORY AGREEMENTS. Below is a discussion
of certain provisions of, and other relevant information concerning, the
Current and New Advisory Agreements. Unless otherwise noted, both Agreements
are materially the same.
VOYAGEUR'S RESPONSIBILITIES. Under both Agreements, Voyageur furnishes
continuing investment supervision to the Funds and is responsible for the
management of each Fund's portfolio. The responsibility for making decisions to
buy, sell or hold a particular security rests with Voyageur, subject to review
by the Board.
COMPENSATION PAID TO VOYAGEUR. Under both Agreements, the Funds pay Voyageur
fees for its services performed pursuant to the Agreements. The fees, which are
computed daily and paid monthly, are stated as an annual rate for each Fund,
calculated as a percentage of the particular Fund's average daily net assets.
The fees applicable to each Fund may be found in EXHIBIT F to this Proxy
Statement; the aggregate dollar amount paid to Voyageur in the Funds' most
recent fiscal year under the Current Advisory Agreement may also be found in
EXHIBIT F. The rate of advisory fees to be paid to Voyageur under the New
Advisory Agreement with respect to the Tamarack Funds will be the same as under
the Current Advisory Agreement for each corresponding Fund.
VOYAGEUR'S STANDARD OF CARE AND USE OF SUB-ADVISORS. As described above in this
Proxy Statement, the New Advisory Agreement will contain provisions related to
Voyageur's standard of care and its use of sub-advisors. The Current Advisory
Agreement does not contain provisions regarding these matters.
C-2
EXHIBIT D
OTHER INVESTMENT COMPANIES ADVISED BY VOYAGEUR
Voyageur acts as advisor to the following funds that have investment objectives
similar to the Funds:
NET ASSETS
INVESTMENT (AS OF RATE OF
NAME OF FUND OBJECTIVE OCT. 31, 2003) VOYAGEUR'S ROLE COMPENSATION
- ------------------- ------------------- ---------------- -------------------- ------------
D.L. Babson Money Maximizing income $28,901,101 investment advisor 0.75%*
Market Fund, Inc. consistent with
maintaining the safety
and liquidity of the
Fund's assets and
seeking to maintain a
consistent net asset
value of $1.00 per
share.
- ------------------
* The D.L. Babson Money Market Fund's advisory fee is subject to reduction
pursuant to an expense limitation agreement to limit its total operating
expenses to 0.93% until May 1, 2005.
D-1
EXHIBIT E
PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS
OF VOYAGEUR
NAME AND ADDRESS* PRINCIPAL OCCUPATION
--------------------- ------------------------------------
John G. Taft Chief Executive Officer and Director
Daniel J. Collins Director
Lisa Ferris Director
- ------------------
* The address for each officer and director is 90 South Seventh Street, Suite
4300, Minneapolis, Minnesota 55402.
E-1
EXHIBIT F
INFORMATION REGARDING CERTAIN PAYMENTS TO VOYAGEUR AND ITS AFFILIATES
FEES PAID UNDER THE CURRENT ADVISORY AGREEMENTS
The following table provides the amounts paid by each Fund to Voyageur under
the Current Advisory Agreement during the Fund's most recent fiscal year, as
well as the annual fee rate of each Fund under that Agreement.
ADVISORY FEES
RECEIVED BY
VOYAGEUR FOR THE
ADVISORY FEES FISCAL YEAR ENDED
RECEIVED BY VOYAGEUR JULY 31, 2003 AS A
FOR THE FISCAL YEAR PERCENTAGE OF
ENDED JULY 31, 2003 AVERAGE NET ASSETS APPLICABLE FEE RATE
---------------------- -------------------- -------------------------------
GREAT HALL INVESTMENT FUNDS, INC.
Great Hall Prime Money $ 35,412,626* 0.42%* 0.55% on average daily net
Market Fund assets up to $700 million
0.50% on average daily net
assets of over $700 million
up to $1.2 billion
0.45% on average daily net
assets of over $1.2 billion
up to $2 billion
0.40% on average daily net
assets of over $2 billion.
Great Hall U.S. $ 4,082,284* 0.37%* 0.50% of average daily net
Government Money assets up to $100 million
Market Fund
0.40% on average daily net
assets of over $100 million
up to $300 million
0.35% of average daily net
assets in excess of $300
million
Great Hall Tax-Free $ 4,859,088* 0.50%* 0.50% of average daily net
Money Market Fund assets
Great Hall Institutional $ 1,218,661 0.25% 0.25% of average daily net
Prime Money Market assets
Fund
Great Hall Institutional $ 596,521 0.25% 0.25% of average daily net
Tax-Free Money Market assets
Fund
- ------------------
* Voyageur has contractually agreed to limit expenses for each Fund through
November 30, 2004 so that annual fund operating expenses do not exceed
0.71% for the Great Hall Prime Money Market Fund, 0.71% for the Great Hall
U.S. Government Money Market Fund and 0.62% for the Great Hall Tax-Free
Money Market Fund. Pursuant to this arrangement, Voyageur's contractual
obligation to waive and/or reimburse expenses is limited to 0.25% per annum
of the respective Fund's average daily net assets. Voyageur may voluntarily
waive and/or reimburse additional fund operating expenses from time to
time. Any such voluntary program may be modified or discontinued at any
time without notice.
F-1
OTHER FEES PAID TO VOYAGEUR
For the fiscal year ended July 31, 2003, the Funds paid Voyageur $7,073,917
pursuant to an administrative services agreement between the Funds and
Voyageur.
F-2
EXHIBIT G
FUNDAMENTAL INVESTMENT POLICIES/RESTRICTIONS
PROPOSED TO BE RECLASSIFIED AS NON-FUNDAMENTAL
PRIME FUND GOVERNMENT FUND TAX-FREE FUND
- -------------------------------------------------------------------------------------------------------------------
3.I PLEDGING, MORTGAGING AND HYPOTHECATING FUND ASSETS
[The Fund may not] pledge, [The Fund may not] pledge, [The Fund may not] pledge,
mortgage or hypothecate its mortgage or hypothecate its mortgage or hypothecate its
assets, except that to secure assets, except that to secure assets, except that to secure
borrowings permitted by (5) borrowings permitted by (5) borrowings permitted by (5)
above [the borrowing restriction], above [the borrowing restriction], above [the borrowing restriction],
it may pledge securities having a it may pledge securities having a it may pledge securities having a
market value at the time of such market value at the time of such market value at the time of such
pledge not exceeding 15% of its pledge not exceeding 15% of its pledge not exceeding 15% of its
total assets; total assets; total assets;
3.J INVESTMENTS FOR CONTROL
[The Fund may not] invest in [The Fund may not] invest in [The Fund may not] invest in
companies for the purpose of companies for the purpose of companies for the purpose of
exercising control or exercising control or exercising control or
management of another management of another management of another
company; company; company;
3.K INVESTMENT IN OTHER INVESTMENT COMPANIES
[The Fund may not] invest in [The Fund may not] invest in [The Fund may not] invest in
securities of other investment securities of other investment securities of other investment
companies, except as they may companies, except as they may companies, except as they may
be acquired as part of a merger, be acquired as part of a merger, be acquired as part of a merger,
consolidation or acquisition of consolidation or acquisition of consolidation or acquisition of
assets. "Investment companies" assets. "Investment companies" assets. "Investment companies"
refers only to companies refers only to companies refers only to companies
registered as investment registered as investment registered as investment
companies under the 1940 Act; companies under the 1940 Act; companies under the 1940 Act;
G-1
PRIME FUND GOVERNMENT FUND TAX-FREE FUND
- -------------------------------------------------------------------------------------------------------------------
3.L WRITING AND SELLING OPTIONS
[The Fund may not] write, [The Fund may not] write, [The Fund may not] write,
purchase or sell put or call purchase or sell put or call purchase or sell put or call
options, straddles, spreads or any options, straddles, spreads or any options, straddles, spreads or any
combination thereof; combination thereof; combination thereof except that
Tax-Free Fund may acquire
rights to resell obligations [as
set forth herein under "Great Hall
Tax-Free Money Market Fund
and Institutional Tax-Free Money
Market Fund -- Variable and
Floating Rate Demand Municipal
Obligations" and "Stand-By
Commitments"];
3.M MARGIN ACTIVITIES AND SHORT SELLING
[The Fund may not] sell [The Fund may not] sell [The Fund may not] sell
securities short or purchase any securities short or purchase any securities short or purchase any
securities on margin, except for securities on margin, except for securities on margin, except for
such short-term credits as are such short-term credits as are such short-term credits as are
necessary for clearance of necessary for clearance of necessary for clearance of
portfolio transactions; portfolio transactions; portfolio transactions;
3.N UNSEASONED COMPANIES
[The Fund may not] invest more [The Fund may not] invest more [The Fund may not] invest more
than 5% of its assets in securities than 5% of its assets in securities than 5% of its assets in securities
of issuers which, with their of issuers which, with their of issuers which, with their
predecessors, have a record of predecessors, have a record of predecessors, have a record of
less than three years continuous less than three years continuous less than three years continuous
operation. (Securities of such operation. (Securities of such operation. (Securities of such
issuers will not be deemed to fall issuers will not be deemed to fall issuers will not be deemed to fall
within this limitation if they are within this limitation if they are within this limitation if they are
guaranteed by an entity in guaranteed by an entity in guaranteed by an entity in
continuous operation, with its continuous operation, with its continuous operation, with its
predecessor, for more than three predecessor, for more than three predecessor, for more than three
years); years); years);
3.O INVESTMENTS IN EQUITY SECURITIES
[The Fund may not] purchase [The Fund may not] purchase [The Fund may not] purchase
common stocks, preferred stocks, common stocks, preferred stocks, common stocks, preferred stocks,
warrants or other equity warrants or other equity warrants or other equity
securities. securities. securities.
G-2
PRIME FUND GOVERNMENT FUND TAX-FREE FUND
- -------------------------------------------------------------------------------------------------------------------
3.P INVESTMENTS IN NON-MUNICIPAL OBLIGATIONS
In addition to the above
restrictions and limitations,
Tax-Free Fund may not purchase
securities that are not municipal
obligations and the income from
which is subject to federal
income tax, if such purchase
would cause more than 20% of
its total assets to be invested in
such securities, except that
Tax-Free Fund may invest more
than 20% of its total assets in
such securities during other than
normal market conditions. Bonds
subject to the alternative
minimum tax are considered
taxable for this test.
G-3
EXHIBIT H
PRINCIPAL SHAREHOLDERS OF THE FUNDS
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES. As of the Record Date, the
following person(s) owned of record or were known by the Funds to own
beneficially 5% or more of any class of a Fund's shares.
PERCENTAGE
AMOUNT AND NATURE OF OF SHARES
NAME OF FUND NAME AND ADDRESS BENEFICIAL OWNERSHIP OUTSTANDING (%)
- -------------- ------------------------------- ---------------------- ----------------
GREAT HALL TAX-FREE MONEY MARKET FUND
Jeffrey S. Raikes 55,477,744 5.56%
c/o Thomas Felker Comm Prop
2365 Carillon Point
Kirkland, WA 98033
Jeffrey S. Raikes, Account #2 17,797,882 1.78%
c/o Thomas Felker Comm Prop
2365 Carillon Point
Kirkland, WA 98033
GREAT HALL INSTITUTIONAL TAX-FREE MONEY MARKET FUND
Diane Rosenberg, 37,410,928 11.85%
Richard Rosenberg and
Susan Rosenberg
Co-trustees, RDS Trust UA dtd
12/31/1999
P.O. Box 590158
Newton Centre, MA 02459
Diane Rosenberg, 28,347,263 8.98%
Richard Rosenberg and
Susan Rosenberg
Co-trustees, RDS Trust UA dtd
12/31/1999, Account #2
P.O. Box 590158
Newton Centre, MA 02459
William L. Grewcock, Trustee 22,259,162 7.05%
William L. Grewcock Rev
Trust UA dtd 3/14/1991
Special Account
2123 Mullen Road
Omaha, NE 68124
H-1
GHA
[FORM OF PROXY CARD FOR
GREAT HALL PRIME MONEY MARKET FUND AND
GREAT HALL U.S. GOVERNMENT MONEY MARKET FUND]
The shares represented by a properly executed proxy card
will be voted as specified on the proxy card.
[NAME OF FUND], THIS PROXY IS SOLICITED ON BEHALF OF
A SERIES OF GREAT HALL THE BOARD OF DIRECTORS
INVESTMENT FUNDS, INC. SPECIAL MEETING OF SHAREHOLDERS
(THE "COMPANY") MARCH 15, 2004 - 9:00 A.M. CENTRAL TIME
(THE "MEETING")
The undersigned appoints Jennifer D. Lammers, Laura M. Moret, Christopher J.
Tomas and Martin A. Cramer, and each of them individually with power to act
without the other and with the right of substitution in each, the proxies of the
undersigned to vote all shares of the above-referenced Fund (the "Fund") held by
the undersigned on January 15, 2004, at the Meeting, to be held at the offices
of RBC Dain Rauscher Corp., 60 South Sixth Street, Minneapolis, Minnesota, on
March 15, 2004 at 9 a.m. Central Time and at any adjournment(s) or
postponement(s) thereof, with all powers the undersigned would possess if
present in person. All previous proxies given with respect to the Meeting are
revoked. The undersigned acknowledges receipt of the Notice of Special Meeting
and Proxy Statement dated January 29, 2004.
IF YOU ARE NOT VOTING BY PHONE OR
INTERNET, PLEASE VOTE, DATE AND SIGN,
AND PROMPTLY RETURN THIS PROXY
CARD IN THE ENCLOSED ENVELOPE PROVIDED.
Dated: ____________________________
__________________________________________
(Signature) (SIGN IN THE BOX)
Please sign exactly as your name or names
appear to the left. When shares are held by
joint tenants, both should sign. When
signing as attorney, executor,
administrator, trustee, guardian or in any
other representative capacity, please give
full title as such. If signing for a
corporation, please sign in full corporate
name by authorized person. If a
partnership, please sign in partnership
name by authorized person.
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS. IF NO SPECIFICATION IS MADE, THE SHARES WILL
BE VOTED "FOR" ALL ITEMS, AS APPLICABLE.
FOR AGAINST FOR ALL
ALL ALL EXCEPT
1. To approve the election of the following individuals to the board of
directors of the Company: (01) T. Geron Bell, (02) Lucy Hancock Bode, (03) [ ] [ ] [ ]
Leslie H. Garner, Jr., (04) Ronald James, (05) Michael T. Lee, (06) John A.
MacDonald, (07) H. David Rybolt, (08) James R. Seward, and (09) Jay H. Wein.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, MARK THE BOX
"FOR ALL EXCEPT" AND WRITE THE NOMINEE'S(S') NAME(S) ON THE LINE BELOW.)
- -------------------------------------------------
FOR AGAINST ABSTAIN
2. To approve an Agreement and Plan of Reorganization, pursuant to which the [ ] [ ] [ ]
Fund would be reorganized as a separate portfolio of Tamarack Funds Trust, a
newly-created Delaware statutory trust.
FOR ALL AGAINST ABSTAIN
3. To approve the modification/reclassification of certain fundamental EXCEPT AS ALL ALL
investment policies/restrictions. MARKED
[ ] [ ] [ ]
Modification of policies/restrictions that must remain fundamental:
3.A Diversification
3.B Borrowing
3.C Senior Securities
3.D Underwriting Securities
3.E Real Estate
3.F Making Loans
3.G Concentration of Investments
3.H Commodities
Reclassification of certain policies/restrictions as non-fundamental:
3.I Pledging, Mortgaging and Hypothecating Fund Assets
3.J Investments for Control
3.K Investments in Other Investment Companies
3.L Writing and Selling Options
3.M Margin Activities and Short Selling
3.N Unseasoned Companies
3.O Investments in Equity Securities.
- ------------------------------------------------------------------------
(INSTRUCTION: IF YOU DO NOT WISH TO APPROVE A PARTICULAR INVESTMENT
POLICY/RESTRICTION CHANGE, MARK THE BOX "FOR ALL EXCEPT AS MARKED" AND
WRITE THE LETTER(S) OF THE SUB-PROPOSAL ON THE LINE ABOVE.)
FOR AGAINST ABSTAIN
4. To ratify the selection of Deloitte & Touche LLP as the independent [ ] [ ] [ ]
auditors of the Fund for the current fiscal year.
THE PERSONS NAMED AS PROXIES WILL VOTE IN THEIR DISCRETION ON ANY OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS
OR POSTPONEMENTS THEREOF
(PLEASE SIGN AND DATE ON REVERSE)
[FORM OF PROXY CARD FOR
GREAT HALL TAX-FREE MONEY MARKET FUND]
The shares represented by a properly executed proxy card
will be voted as specified on the proxy card.
[NAME OF FUND], THIS PROXY IS SOLICITED ON BEHALF OF
A SERIES OF GREAT HALL THE BOARD OF DIRECTORS
INVESTMENT FUNDS, INC. SPECIAL MEETING OF SHAREHOLDERS
(THE "COMPANY") MARCH 15, 2004 - 9:00 A.M. CENTRAL TIME
(THE "MEETING")
The undersigned appoints Jennifer D. Lammers, Laura M. Moret, Christopher J.
Tomas and Martin A. Cramer, and each of them individually with power to act
without the other and with the right of substitution in each, the proxies of the
undersigned to vote all shares of the above-referenced Fund (the "Fund") held by
the undersigned on January 15, 2004, at the Meeting, to be held at the offices
of RBC Dain Rauscher Corp., 60 South Sixth Street, Minneapolis, Minnesota, on
March 15, 2004 at 9 a.m. Central Time and at any adjournment(s) or
postponement(s) thereof, with all powers the undersigned would possess if
present in person. All previous proxies given with respect to the Meeting are
revoked. The undersigned acknowledges receipt of the Notice of Special Meeting
and Proxy Statement dated January 29, 2004.
IF YOU ARE NOT VOTING BY PHONE OR
INTERNET, PLEASE VOTE, DATE AND SIGN,
AND PROMPTLY RETURN THIS PROXY
CARD IN THE ENCLOSED ENVELOPE PROVIDED.
Dated: ____________________________
__________________________________________
(Signature) (SIGN IN THE BOX)
Please sign exactly as your name or names
appear to the left. When shares are held by
joint tenants, both should sign. When
signing as attorney, executor,
administrator, trustee, guardian or in any
other representative capacity, please give
full title as such. If signing for a
corporation, please sign in full corporate
name by authorized person. If a
partnership, please sign in partnership
name by authorized person.
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS. IF NO SPECIFICATION IS MADE, THE SHARES WILL
BE VOTED "FOR" ALL ITEMS, AS APPLICABLE.
FOR AGAINST FOR ALL
ALL ALL EXCEPT
1. To approve the election of the following individuals to the board of
directors of the Company: (01) T. Geron Bell, (02) Lucy Hancock Bode, (03) [ ] [ ] [ ]
Leslie H. Garner, Jr., (04) Ronald James, (05) Michael T. Lee, (06) John A.
MacDonald, (07) H. David Rybolt, (08) James R. Seward, and (09) Jay H. Wein.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, MARK THE BOX
"FOR ALL EXCEPT" AND WRITE THE NOMINEE'S(S') NAME(S) ON THE LINE BELOW.)
- -------------------------------------------------
FOR AGAINST ABSTAIN
2. To approve an Agreement and Plan of Reorganization, pursuant to which the [ ] [ ] [ ]
Fund would be reorganized as a separate portfolio of Tamarack Funds Trust, a
newly-created Delaware statutory trust.
FOR ALL AGAINST ABSTAIN
3. To approve the modification/reclassification of certain fundamental EXCEPT AS ALL ALL
investment policies/restrictions. MARKED
[ ] [ ] [ ]
Modification of policies/restrictions that must remain fundamental:
3.A Diversification
3.B Borrowing
3.C Senior Securities
3.D Underwriting Securities
3.E Real Estate
3.F Making Loans
3.G Concentration of Investments
3.H Commodities
Reclassification of certain policies/restrictions as non-fundamental:
3.I Pledging, Mortgaging and Hypothecating Fund Assets
3.J Investments for Control
3.K Investments in Other Investment Companies
3.L Writing and Selling Options
3.M Margin Activities and Short Selling
3.N Unseasoned Companies
3.O Investments in Equity Securities
3.P Investments in Non-Municipal Obligations
- ------------------------------------------------------------------------
(INSTRUCTION: IF YOU DO NOT WISH TO APPROVE A PARTICULAR INVESTMENT
POLICY/RESTRICTION CHANGE, MARK THE BOX "FOR ALL EXCEPT AS MARKED" AND
WRITE THE LETTER(S) OF THE SUB-PROPOSAL ON THE LINE ABOVE.)
FOR AGAINST ABSTAIN
4. To ratify the selection of Deloitte & Touche LLP as the independent [ ] [ ] [ ]
auditors of the Fund for the current fiscal year.
THE PERSONS NAMED AS PROXIES WILL VOTE IN THEIR DISCRETION ON ANY OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS
OR POSTPONEMENTS THEREOF
(PLEASE SIGN AND DATE ON REVERSE)
[FORM OF PROXY CARD FOR
GREAT HALL INSTITUTIONAL PRIME MONEY MARKET FUND AND
GREAT HALL INSTITUTIONAL TAX-FREE MONEY MARKET FUND]
The shares represented by a properly executed proxy card
will be voted as specified on the proxy card.
[NAME OF FUND], THIS PROXY IS SOLICITED ON BEHALF OF
A SERIES OF GREAT HALL THE BOARD OF DIRECTORS
INVESTMENT FUNDS, INC. SPECIAL MEETING OF SHAREHOLDERS
(THE "COMPANY") MARCH 15, 2004 - 9:00 A.M. CENTRAL TIME
(THE "MEETING")
The undersigned appoints Jennifer D. Lammers, Laura M. Moret, Christopher J.
Tomas and Martin A. Cramer, and each of them individually with power to act
without the other and with the right of substitution in each, the proxies of the
undersigned to vote all shares of the above-referenced Fund (the "Fund") held by
the undersigned on January 15, 2004, at the Meeting, to be held at the offices
of RBC Dain Rauscher Corp., 60 South Sixth Street, Minneapolis, Minnesota, on
March 15, 2004 at 9 a.m. Central Time and at any adjournment(s) or
postponement(s) thereof, with all powers the undersigned would possess if
present in person. All previous proxies given with respect to the Meeting are
revoked. The undersigned acknowledges receipt of the Notice of Special Meeting
and Proxy Statement dated January 29, 2004.
IF YOU ARE NOT VOTING NY PHONE OR
INTERNET, PLEASE VOTE, DATE AND SIGN,
AND PROMPTLY RETURN THIS PROXY
CARD IN THE ENCLOSED ENVELOPE PROVIDED.
Dated: ____________________________
__________________________________________
(Signature) (SIGN IN THE BOX)
Please sign exactly as your name or names
appear to the left. When shares are held by
joint tenants, both should sign. When
signing as attorney, executor,
administrator, trustee, guardian or in any
other representative capacity, please give
full title as such. If signing for a
corporation, please sign in full corporate
name by authorized person. If a
partnership, please sign in partnership
name by authorized person.
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS. IF NO SPECIFICATION IS MADE, THE SHARES WILL
BE VOTED "FOR" ALL ITEMS, AS APPLICABLE.
FOR AGAINST FOR ALL
ALL ALL EXCEPT
1. To approve the election of the following individuals to the board of
directors of the Company: (01) T. Geron Bell, (02) Lucy Hancock Bode, (03) [ ] [ ] [ ]
Leslie H. Garner, Jr., (04) Ronald James, (05) Michael T. Lee, (06) John A.
MacDonald, (07) H. David Rybolt, (08) James R. Seward, and (09) Jay H. Wein.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, MARK THE BOX
"FOR ALL EXCEPT" AND WRITE THE NOMINEE'S(S') NAME(S) ON THE LINE BELOW.)
- -------------------------------------------------
FOR AGAINST ABSTAIN
2. To approve an Agreement and Plan of Reorganization, pursuant to which the [ ] [ ] [ ]
Fund would be reorganized as a separate portfolio of Tamarack Funds Trust, a
newly-created Delaware statutory trust.
FOR ALL AGAINST ABSTAIN
3. To approve the modification of the fundamental investment EXCEPT AS ALL ALL
policies/restrictions regarding: MARKED
[ ] [ ] [ ]
3.B Borrowing
3.C Senior Securities
3.D Underwriting Securities
3.E Real Estate
3.F Making Loans
3.G Concentration of Investments
3.H Commodities.
- ------------------------------------------------------------------------
(INSTRUCTION: IF YOU DO NOT WISH TO APPROVE A PARTICULAR INVESTMENT
POLICY/RESTRICTION CHANGE, MARK THE BOX "FOR ALL EXCEPT AS MARKED" AND
WRITE THE LETTER(S) OF THE SUB-PROPOSAL ON THE LINE ABOVE.)
4. To ratify the selection of Deloitte & Touche LLP as the independent FOR AGAINST ABSTAIN
auditors of the Fund for the current fiscal year. [ ] [ ] [ ]
THE PERSONS NAMED AS PROXIES WILL VOTE IN THEIR DISCRETION ON ANY OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS
OR POSTPONEMENTS THEREOF
(PLEASE SIGN AND DATE ON REVERSE)