SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
ANALYSTS INVESTMENT TRUST
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(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
_____________________________________________________________
2) Aggregate number of securities to which transaction applies:
_____________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
_____________________________________________________________
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________________
2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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ANALYSTS STOCK FUND
ANALYSTS FIXED INCOME FUND
ANALYSTS AGGRESSIVE STOCK FUND
7750 MONTGOMERY ROAD
CINCINNATI, OHIO 45236
October 21, 2002
Dear Shareholder:
Enclosed you will find a notice, proxy statement, and proxy ballot regarding a
Special Meeting of Shareholders of the Analysts Investment Trust to be held on
November 15, 2002 at 9:00 a.m. (EDT). WE URGE YOU TO EXERCISE YOUR VOTING RIGHTS
BY MARKING AND RETURNING THE PROXY BALLOT AS SOON AS POSSIBLE. Please note that
you may fax your proxy ballot to us if that is more convenient.
Your vote is important to us. If a majority of the proxy ballots are not
returned, another mailing may be required which would result in additional
costs. We urge you to return your ballot promptly.
This meeting has been called so that you may vote on the following matters:
o Approval or disapproval of management agreements for the Funds with Equity
Analysts, Inc.;
o Approval or disapproval of a sub-advisory agreement for the Funds between
Equity Analysts, Inc. and RiverPoint Capital Management, Inc.;
o To elect two nominees as members of the Board of Trustees; and o To ratify
the selection of independent accountants.
The enclosed proxy statement describes the proposal in greater detail.
Please read the proxy statement carefully, place your vote on the proxy ballot
and return it promptly in the enclosed postage-paid envelope or by faxing the
ballot to the Trust at 513-984-3327. We appreciate your continued support and
confidence.
Sincerely,
Timothy Mackey
President
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ANALYSTS STOCK FUND
ANALYSTS FIXED INCOME FUND
ANALYSTS AGGRESSIVE STOCK FUND
7750 MONTGOMERY ROAD
CINCINNATI, OHIO 45236
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 15, 2002
Dear Shareholders:
The Board of Trustees of Analysts Investment Trust (the "Trust"), an open-end
management investment company organized as an Ohio business trust, has called a
special meeting of the shareholders of the Analysts Stock Fund, the Analysts
Fixed Income Fund and the Analysts Aggressive Stock Fund (each a "Fund,"
collectively the "Funds"), to be held at the principal offices of the Trust,
7750 Montgomery Road, Cincinnati, Ohio 45236, on November 15, 2002 at 9:00 a.m.
(EDT), for the following purposes:
1. Approval or disapproval of management agreements for the Funds with
Equity Analysts, Inc.
2. Approval or disapproval of a sub-advisory agreement for the Funds
between Equity Analysts, Inc. and RiverPoint Capital Management, Inc.
3. Election of two nominees as members of the Board of Trustees to hold
office until their successors are duly elected and qualified.
4. Ratification of the selection of independent accountants.
5. Transaction of such other business as may properly come before the
meeting or any adjournments thereof.
Shareholders of record at the close of business on September 27, 2002
are entitled to notice of, and to vote at, the special meeting and any
adjournment(s) or postponement(s) thereof.
By Order of the Board of Trustees
MARK G. SROFE
Secretary
October 21, 2002
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE OR BY FAXING IT TO
513-984-3327, WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING. IF YOU
ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
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ANALYSTS STOCK FUND
ANALYSTS FIXED INCOME FUND
ANALYSTS AGGRESSIVE STOCK FUND
7750 MONTGOMERY ROAD
CINCINNATI, OHIO 45236
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PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 15, 2002
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INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of Analysts Investment Trust (the "Trust"),
on behalf of the Analysts Stock Fund, the Analysts Fixed Income Fund and the
Analysts Aggressive Stock Fund (each a "Fund," collectively the "Funds"), for
use at the Special Meeting of the Shareholders of the Funds (the "Meeting") to
be held at the principal offices of the Trust, 7750 Montgomery Road, Cincinnati,
Ohio 45236, on November 15, 2002 at 9:00 a.m. (EDT), and at any and all
adjournments thereof. The Notice of Meeting, Proxy Statement and accompanying
form of proxy will first be mailed to shareholders on or about October 21, 2002.
The shareholders are being asked to consider the following Proposals:
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PROPOSAL DESCRIPTION APPLICABILITY
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I. Approval of management agreements for the Funds with Equity Analysts, Inc. All Funds
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I. Approval of a sub-advisory agreement for the Funds between Equity
Analysts, Inc. and RiverPoint Capital Management, Inc. All Funds
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II. Election of two nominees as members of the Board of Trustees to
hold office until their successors are duly elected and qualified All Funds
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III. Ratification of the selection of independent accountants All Funds
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THE TRUST WILL SUPPLY, WITHOUT COST, UPON REQUEST, A COPY OF THE FUNDS' MOST
RECENT ANNUAL REPORT, WHICH INCLUDES FINANCIAL AND OTHER INFORMATION ABOUT THE
FUNDS. MAIL YOUR REQUEST TO MARK G. SROFE, TREASURER, ANALYSTS INVESTMENT TRUST,
7750 MONTGOMERY ROAD, CINCINNATI, OH 45236, OR CALL 1-888-845-2611.
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PROPOSAL I.
APPROVAL OF MANAGEMENT AGREEMENTS WITH
EQUITY ANALYSTS, INC.
BACKGROUND
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Equity Analysts, Inc. ("Equity Analysts") currently serves as the
investment adviser to each Fund. The shareholders of Equity Analysts have
entered into an agreement to sell all of the issued and outstanding shares of
Equity Analysts to Equity Analysts LLC. The current controlling shareholder of
Equity Analysts is David Lee Manzler, Jr., the Trust's former President and a
former Trustee. Mr. Manzler intends to sell his entire interest in Equity
Analysts in the proposed transaction. The shareholders of Equity Analysts LLC
are Timothy Mackey, the Trust's President and a Trustee, and Samuel Tuten. Mr.
Tuten is the owner of Kinker Insurance, which is not affiliated with the Trust.
The parties to that transaction anticipate that it will close on or about
November 30, 2002.
Under the Investment Company Act of 1940, as amended (the "Investment
Company Act"), a management agreement automatically terminates in the event the
adviser has a change of control. The prospective transaction described above
will cause a change of control of the Funds' adviser and the automatic
termination of the old management agreements between the adviser and the Funds.
As a result, the shareholders of each Fund are being asked to consider the
approval of a new management agreement with Equity Analysts.
The current management agreements for the Funds between the Trust and
Equity Analysts were approved by the Board of Trustees, including a majority of
the Trustees who are not interested persons as defined in the Investment Company
Act, on August 9, 2001. The current management agreements were approved by the
shareholders on September 28, 2001.
APPROVAL OF THE NEW MANAGEMENT AGREEMENTS WILL NOT RAISE THE FEES
PAID BY THE SHAREHOLDERS OF THE FUNDS. For each Fund, the proposed new
management agreement is materially identical to the current management
agreement, including the management fee the Fund pays Equity Analysts, except
for the effective date. Subject to shareholder approval, the Board of Trustees
of the Trust approved a new management agreement for each Fund with Equity
Analysts.
THE CURRENT MANAGEMENT AGREEMENTS
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The current management agreements are materially identical to each
other, except that each Fund pays a different management fee. The current
management agreements require Equity Analysts to provide the Funds with such
investment advice as it deems advisable, to furnish a continuous investment
program for each Fund consistent with the applicable Fund's investment
objectives and policies, and to determine the securities to be purchased for
each Fund, the portfolio securities to be held or sold by each Fund and the
portion of each Fund's assets to be held uninvested, subject always to the
applicable Fund's investment objective, policies and restrictions as are in
effect from time to time and subject further to such policies and instructions
as the Board of Trustees may from time to time establish. The current management
agreements also provide that Equity Analysts will advise and assist the officers
of the Trust in taking such steps as are necessary or appropriate to carry out
the decisions of the Board and the appropriate committees of the Board regarding
the conduct of the business of the Funds.
The current management agreements are materially identical with
regard to payment of expenses, in that Equity Analysts pays most operating
expenses of the Funds, excluding brokerage fees and commissions, taxes,
borrowing costs (such as (a) interest and (b) dividend expenses on securities
sold short) and such extraordinary or non-recurring expenses as may arise,
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including litigation to which the Funds may be a party and indemnification of
the Trust's trustees and officers with respect thereto. The Funds will also pay
expenses which are authorized to be paid by the Funds pursuant to Rule 12b-1
under the Investment Company Act.
Pursuant to the current management agreements, each Fund pays Equity
Analysts a management fee computed and accrued daily and paid monthly at an
annual rate as follows:
STOCK FUND: 2.00% of the average daily net assets of the
Fund up to and including $20,000,000, 1.75% of such assets
from $20,000,000 to and including $40,000,000, 1.50% of
such assets from $40,000,000 to and including $100,000,000
and 0.75% of such assets in excess of $100,000,000.
FIXED INCOME FUND: 1.50% of the average daily net assets of
the Fund up to and including $20,000,000, 1.25% of such
assets from $20,000,000 to and including $40,000,000, 1.00%
of such assets from $40,000,000 to and including
$100,000,000 and 0.75% of such assets in excess of
$100,000,000.
AGGRESSIVE STOCK FUND: 2.75% of the average daily net
assets of the Fund up to and including $20,000,000, 2.50%
of such assets from $20,000,000 to and including
$40,000,000, 2.00% of such assets from $40,000,000 to and
including $100,000,000 and 1.50% of such assets in excess
of $100,000,000.
For the fiscal year ended July 31, 2002, the Stock Fund, the Fixed
Income Fund and the Aggressive Stock Fund paid Equity Analysts advisory fees of
$166,489.37, $42,452.29, and $72,674.58, respectively.
THE NEW MANAGEMENT AGREEMENTS
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At its September 24, 2002 meeting, the Board of Trustees considered
and approved, subject to approval by the shareholders of each Fund, a proposed
new management agreement for each Fund. Each new management agreement will
become effective upon the later of (i) the sale of the stock of Equity Analysts,
or (ii) shareholder approval. The new management agreements are identical to
each other except that each Fund pays a different management fee.
Each new management agreement will remain in force for an initial
term of two years, and from year to year thereafter, if such continuance is
approved at least annually (a) by a majority of the outstanding voting
securities (as defined in the Investment Company Act) of each Fund or by vote of
the Trust's Board of Trustees, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by vote of a majority of the
Trustees of the Trust who are not parties to the new management agreement or
"interested persons" (as defined in the Investment Company Act) of any party to
the new management agreement ("Independent Trustees"), cast in person at a
meeting called for the purpose of voting on such approval. Each new management
agreement may be terminated at any time, on thirty days written notice, without
the payment of any penalty, by the Board of Trustees, or by a vote of the
majority of the outstanding voting securities (as defined in the Investment
Company Act) of the applicable Fund, or by Equity Analysts at any time, on
ninety days written notice, without the payment of any penalty. The new
management agreements automatically and immediately terminate in the event of an
assignment (as defined in Investment Company Act).
In connection with purchases or sales of portfolio securities for the
account of a Fund, Equity Analysts (or any sub-adviser) will arrange for the
placing of all orders for the purchase and sale of portfolio securities for the
account with brokers or dealers selected by Equity Analysts (or any
sub-adviser), subject to review of these selections by the Board from time to
time. Equity Analysts (or any sub-adviser) is responsible for the negotiation
and allocation of principal business and portfolio brokerage. In the selection
of such brokers or dealers and the placing of such orders, Equity Analysts (or
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any sub-adviser) must at all times seek for the Fund the best qualitative
execution, taking into account such factors as price (including the applicable
brokerage commission or dealer spread), the execution capability, financial
responsibility and responsiveness of the broker or dealer and the brokerage and
research services provided by the broker or dealer.
The liability provisions of the new management agreements are the
same as the current management agreements. The new management agreements provide
that Equity Analysts and its shareholders, members, officers, directors,
employees, agents, control persons or affiliates of any thereof shall not be
liable for any damages, expenses or losses incurred by the Trust in connection
with any error of judgment, mistake of law, any act or omission connected with
or arising out of any services rendered under, or payments made pursuant to, the
new management agreements or any other matter to which the agreements relate,
except by reason of willful misfeasance, bad faith or gross negligence on the
part of any such persons in the performance of Equity Analysts' duties under the
new management agreements, or by reason of reckless disregard by any of such
persons of Equity Analysts' obligations and duties under the new management
agreements.
The form of the new management agreements for the Funds is attached
as Exhibit A. You should read the form agreements. The description in this Proxy
Statement of the agreements is only a summary.
THE INTERIM MANAGEMENT AGREEMENT
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In the event that the sale of the stock of Equity Analysts occurs
before shareholder approval is obtained for the new management agreements,
Equity Analysts will serve as the investment adviser to the Funds pursuant to
interim management agreements, dated as of the date that the sale transaction is
completed.
Ordinarily, shareholder approval must be obtained before a management
agreement takes effect. Rule 15a-4 under the Investment Company Act, however,
permits an investment adviser to a registered investment company to serve
temporarily under an interim management agreement that is approved by a fund's
board of trustees but that has not received shareholder approval, if the
following conditions are met:
(i) the compensation under the interim management agreement is no
greater than under the previous agreement;
(ii) the fund's board of trustees, including a majority of the
disinterested trustees, has voted in person to approve the
interim management agreement before the previous agreement is
terminated;
(iii) the fund's board of trustees, including a majority of the
disinterested trustees, determines that the scope and quality of
services to be provided to the fund under the interim management
agreement will be at least equivalent to the scope and quality
of services provided under the previous management agreement;
(iv) the interim management agreement provides that the fund's board
of trustees or a majority of the fund's outstanding voting
securities may terminate the interim management agreement at any
time, without payment of any penalty, on not more than 10
calendar days written notice to the adviser;
(v) the interim management agreement contains the same provisions as
the previous agreement with the exception of effective and
termination dates, provisions required by Rule 15a-4, and other
differences determined to be immaterial by the board of
trustees; and
(vi) the interim management agreement provides, in accordance with
the specific provisions of Rule 15a-4, for the establishment of
an escrow account for fees received under the interim management
agreement pending approval of a new management agreement by
shareholders.
Interim management agreements meeting the above conditions were
approved by the Board of Trustees on September 24, 2002 for each Fund. If
necessary, Equity Analysts will serve as investment adviser pursuant to the
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interim management agreements for 150 days following the effective date or, if
earlier, until new management agreements are approved by the shareholders. If
the shareholders approve the new management agreements within the 150-day
period, any amounts held in the escrow account, plus interest, will be paid to
Equity Analysts. If shareholders do not approve the new management agreements,
Equity Analysts will be paid the lesser of the costs incurred in performing its
services under the interim management agreements or the total amount in the
escrow account, plus interest earned.
INFORMATION CONCERNING EQUITY ANALYSTS, INC.
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Equity Analysts, Inc., 7750 Montgomery Road, Cincinnati, Ohio 45236,
is a registered investment management firm organized as an Ohio corporation on
September 4, 1984. After completion of the purchase transaction, Equity Analysts
LLC will own all of the issued and outstanding shares of Equity Analysts stock.
The following persons own more than a 10% interest in Equity Analyst LLC:
Timothy Mackey and Samuel Tuten. The names and principal occupations of the
current principal executive officers and directors of Equity Analysts are set
forth below. Unless otherwise indicated, the business address of each director
and officer is 7750 Montgomery Road, Cincinnati, Ohio 45236.
- ------------------------------ ---------------------------------- ------------------------------
NAME POSITION WITH EQUITY ANALYSTS PRINCIPAL OCCUPATION
- ------------------------------ ---------------------------------- ------------------------------
David Lee Manzler, Jr. President & Director President of Equity Analysts
- ------------------------------ ---------------------------------- ------------------------------
Dawn Szeliga Secretary Registered Representative of
Equity Analysts
- ------------------------------ ---------------------------------- ------------------------------
Bernard J. McEvoy Director Registered Representative of
Equity Analysts
- ------------------------------ ---------------------------------- ------------------------------
Lawrence Tolliver Director Human Resources officer,
5657 Wooster Pike Cincinnati Gear Company
Cincinnati, Ohio 45227
- ------------------------------ ---------------------------------- ------------------------------
EVALUATION BY THE BOARD OF TRUSTEES.
- -----------------------------------
The Board has determined that continuity and efficiency of portfolio
investment management services can best be assured by approving the new
management agreements. The Board believes that the new management agreements
will enable the Trust to continue to obtain management services of high quality
and that the approval of the new management agreements is in the best interests
of the Trust and the shareholders of each Fund.
At a meeting of the Board of Trustees held on September 24, 2002, the
Board, including the independent Trustees, evaluated the new management
agreement for each Fund. Based on its review, the Board of Trustees believes
that the terms of the new management agreements are fair to, and in the best
interests of, the Trust and each Fund's shareholders. Accordingly, the Board of
Trustees, including the independent Trustees, unanimously recommends approval by
the shareholders of each new management agreement. In making this
recommendation, the Trustees primarily evaluated (i) Equity Analysts' past
performance as adviser to the Funds; (ii) financial statements of Equity
Analysts; (iii) the experience, reputation, qualifications and background of
Equity Analysts' personnel; (iv) the nature and quality of operations and
services that Equity Analysts will continue to provide the Funds; (v) the
benefits of continuity in services to be provided by Equity Analysts under the
new management agreements; and (vi) Equity Analysts' desire to increase the size
of the Funds.
The Trustees also gave careful consideration to factors deemed
relevant to the Trust and the Funds, including, but not limited to: (i) the
performance of the Funds since commencement of their operations; (ii) the
distinct investment objective and policies of each Fund; (iii) that the
compensation to be paid under the new management agreements will be at the same
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rates as paid under the current management agreements; (iv) that the terms of
the new management agreements are substantially the same as the terms of the
current management agreements; and (v) the financial condition of Equity
Analysts. After reviewing the financial information provided by the adviser, the
Board concluded that the adviser's financial condition after the change of
control appeared adequate to satisfy its obligations under the new management
agreements. After discussing the backgrounds and qualifications of Mr. Mackey,
Mr. Srofe and Ms. Szeliga, and discussing which personnel of the adviser would
continue in their present roles, it was the consensus of the Board that the
adviser would be well positioned to continue to perform the daily administrative
responsibilities with respect to the Funds. They also determined that the
proposed fees under the agreements were reasonable in light of the fact that
Equity Analysts pays all of the expenses of the Funds.
As a result of their considerations, the Trustees, including all of
the Independent Trustees, determined that the new management agreements are in
the best interests of the Funds and the shareholders. Accordingly, the Board of
Trustees unanimously approved the new management agreements and voted to
recommend them to shareholders for approval.
THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE PROPOSED
MANAGEMENT AGREEMENTS.
PROPOSAL II.
APPROVAL OF A NEW SUB-ADVISORY AGREEMENT BETWEEN
EQUITY ANALYSTS, INC. AND RIVERPOINT CAPITAL MANAGEMENT, INC.
BACKGROUND
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RiverPoint Capital Management, Inc. ("RiverPoint"), formerly
O'Sullivan, Sims & Hogan, Inc., has served as each Fund's investment sub-adviser
since October 1, 2001. On July 26, 2002, RiverPoint accepted two new individuals
as managing directors and shareholders, Valerie H. Newell, CPA, and Leon H
Loewenstine, CPA, CFP. Under the Investment Company Act, a sub-advisory
agreement automatically terminates in the event the sub-adviser has a change of
control. The transactions described above caused a change of control and the
automatic termination of the old sub-advisory agreement. As a result, the
shareholders are being asked to consider the approval of a new sub-advisory
agreement with RiverPoint for the Funds.
The old sub-advisory agreement was approved by the Board of Trustees
and by the shareholders on September 28, 2001. At that time, RiverPoint had no
prior experience managing the assets of a mutual fund. Those persons at
RiverPoint responsible for providing sub-advisory services to the Funds pursuant
to the old sub-advisory agreement will continue to provide sub-advisory
services.
APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT WILL NOT RAISE THE FEES
PAID BY THE SHAREHOLDERS OF THE FUNDS. Subject to shareholder approval, the
Board of Trustees of the Trust approved a new sub-advisory agreement with
RiverPoint for the Funds.
THE INTERIM SUB-ADVISORY AGREEMENT
- ----------------------------------
RiverPoint currently serves as the investment sub-adviser to the
Funds pursuant to an interim sub-advisory agreement, dated July 26, 2002,
between Equity Analysts, the Funds' investment adviser, and RiverPoint. Under
the terms of the interim sub-advisory agreement, subject always to the control
of the Board of Trustees, RiverPoint, at its expense, furnishes continuously an
investment program for each Fund. RiverPoint must use its best judgment to make
investment decisions, place all orders for the purchase and sale of portfolio
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securities and execute all agreements related thereto. RiverPoint makes its
officers and employees available to Equity Analysts from time to time to review
investment policies and to consult with Equity Analysts regarding the investment
affairs of the Funds. RiverPoint maintains books and records with respect to the
securities transactions and renders to Equity Analysts such periodic and special
reports as Equity Analysts or the Trustees may request. RiverPoint pays all
expenses incurred by it in connection with its activities under the sub-advisory
agreement other than the cost (including taxes and brokerage commissions, if
any) of securities and investments purchased for the Funds. Under the interim
sub-advisory agreement, as compensation for RiverPoint's sub-advisory services,
Equity Analysts (NOT THE APPLICABLE FUND) pays RiverPoint an annual fee, as set
forth below:
STOCK FUND: For services rendered with respect to the Stock
Fund, RiverPoint receives a fee computed and accrued daily
and paid monthly at an annual rate of 0.50% of its average
daily net assets.
FIXED INCOME FUND: For services rendered with respect to
the Fixed Income Fund, RiverPoint receives a fee computed
and accrued daily and paid monthly at an annual rate of
0.35% of its average daily net assets.
AGGRESSIVE STOCK FUND: For services rendered with respect
to the Aggressive Stock Fund, RiverPoint receives a fee
computed and accrued daily and paid monthly at an annual
rate of 0.65% of its average daily net assets.
However, the sub-advisory fee paid to RiverPoint is reduced during
the first two years of the sub-advisory arrangement on assets that were in each
Fund as of September 29, 2001 (the original effective date of the initial
sub-advisory agreement with RiverPoint). Information regarding the reduction in
the sub-advisory fee is provided in Addendum A to the Investment Sub-Advisory
Agreement, which is attached to this Proxy Statement as Exhibit B.
Ordinarily, shareholder approval must be obtained before a
sub-advisory agreement takes effect. Rule 15a-4 under the Investment Company
Act, however, permits an investment sub-adviser to a registered investment
company to serve temporarily under an interim sub-advisory agreement that is
approved by a fund's board of trustees but that has not received shareholder
approval, if the following conditions are met:
(vii) the compensation under the interim sub-advisory agreement is no
greater than under the previous agreement;
(viii) the fund's board of trustees, including a majority of the
disinterested trustees, has voted in person to approve the
interim sub-advisory agreement before the previous agreement is
terminated;
(ix) the fund's board of trustees, including a majority of the
disinterested trustees, determines that the scope and quality of
services to be provided to the fund under the interim
sub-advisory agreement will be at least equivalent to the scope
and quality of services provided under the previous sub-advisory
agreement;
(x) the interim sub-advisory agreement provides that the fund's
board of trustees or a majority of the fund's outstanding voting
securities may terminate the interim sub-advisory agreement at
any time, without payment of any penalty, on not more than 10
calendar days written notice to the investment adviser;
(xi) the interim sub-advisory agreement contains the same provisions
as the previous agreement with the exception of effective and
termination dates, provisions required by Rule 15a-4, and other
differences determined to be immaterial by the board of
trustees; and
(xii) the interim sub-advisory agreement provides, in accordance with
the specific provisions of Rule 15a-4, for the establishment of
an escrow account for fees received under the interim
sub-advisory agreement pending approval of a new sub-advisory
agreement by shareholders.
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Because shareholder approval was not obtained for a new sub-advisory
agreement before the prior agreement terminated, an interim sub-advisory
agreement meeting the above conditions took effect. The interim sub-advisory
agreement was approved by the Board of Trustees on July 26, 2002. RiverPoint
will serve as investment sub-adviser pursuant to the interim sub-advisory
agreement for 150 days after the approval or, if earlier, until a new
sub-advisory agreement is approved by the shareholders. If the shareholders
approve the new sub-advisory agreement within the 150-day period, the amount
held in the escrow account, plus interest, will be paid to RiverPoint. If
shareholders do not approve the new sub-advisory agreement, RiverPoint will be
paid the lesser of the costs incurred in performing its services under the
interim sub-advisory agreement or the total amount in the escrow account, plus
interest earned.
THE NEW SUB-ADVISORY AGREEMENT.
- ------------------------------
Subject to shareholder approval, Equity Analysts will enter into a
new sub-advisory agreement with RiverPoint. The terms and conditions of the new
sub-advisory agreement are substantially identical in all material respects to
those of the interim sub-advisory agreement, except that the date of its
execution, effectiveness, and termination are different, and all of the
"interim" provisions, required by Rule 15a-4, have been removed.
Like the interim sub-advisory agreement (and the prior agreement
with RiverPoint), the new sub-advisory agreement permits the sub-adviser to
accept research services from brokers in return for allocating the Funds'
brokerage transactions to the brokers.
The new sub-advisory agreement will become effective upon shareholder
approval. The new sub-advisory agreement provides that it will remain in force
for an initial term of two years, and from year to year thereafter, if such
continuance is approved at least annually (a) by a majority of the outstanding
voting securities (as defined in the Investment Company Act) of each Fund or by
vote of the Trust's Board of Trustees, cast in person at a meeting called for
the purpose of voting on such approval, and (b) by vote of a majority of the
Trustees of the Trust who are not parties to the new sub-advisory agreement or
"interested persons" (as defined in the Investment Company Act) of any party to
the new sub-advisory agreement ("Independent Trustees"), cast in person at a
meeting called for the purpose of voting on such approval. The new sub-advisory
agreement may be terminated at any time, on thirty days written notice, without
the payment of any penalty, by Equity Analysts with the consent of the Board of
Trustees, by the Board of Trustees, or by a vote of the majority of the
outstanding voting securities (as defined in the Investment Company Act) of each
Fund, or by RiverPoint at any time, on ninety days written notice, without the
payment of any penalty. The new sub-advisory agreement automatically and
immediately terminates in the event of its assignment (as defined in Investment
Company Act).
The new sub-advisory agreement provides that RiverPoint shall not be
liable for any error of judgment or mistake of law or any loss suffered by the
Funds, except a loss resulting from willful misfeasance, bad faith or gross
negligence, or RiverPoint's reckless disregard of its obligations.
The new sub-advisory agreement for the Funds is attached as Exhibit
B. You should read the sub-advisory agreement. The description in this Proxy
Statement of the new sub-advisory agreement is only a summary.
INFORMATION CONCERNING RIVERPOINT CAPITAL MANAGEMENT, INC.
- ----------------------------------------------------------
RiverPoint Capital Management, Inc., 312 Walnut Street, 31st Floor,
Cincinnati, Ohio 45202, is a registered investment advisory firm organized as an
Ohio corporation on August 8, 1996. The following persons currently own more
than 10% of the shares of RiverPoint: P. Declan O'Sullivan, Russell S. Sims,
Mark C. Hogan, Valerie L. Newell and Leon H. Loewenstine. For the period October
1, 2001 (commencement of the engagement of RiverPoint as sub-adviser) to the end
-8-
of the last fiscal year, July 31, 2002, Equity Analysts paid sub-advisory fees
to RiverPoint for the Stock Fund, the Fixed Income Fund and the Aggressive Stock
Fund of $13,808, $6,029, and $3,147, respectively.
The names and principal occupations of the principal executive
officers and directors of RiverPoint are set forth below. The business address
of each director and officer is 312 Walnut Street, 31st Floor, Cincinnati, Ohio
45202.
- ----------------------- ------------------------------- -----------------------
NAME POSITION WITH RIVERPOINT PRINCIPAL OCCUPATION
- ----------------------- ------------------------------- -----------------------
Declan O'Sullivan Managing Director Investment Strategist
- ----------------------- ------------------------------- -----------------------
Russell Sims Managing Director Director of Research
- ----------------------- ------------------------------- -----------------------
Mark Hogan Managing Director Portfolio Manager
- ----------------------- ------------------------------- -----------------------
Valerie Newell Managing Director Portfolio Manager
- ----------------------- ------------------------------- -----------------------
Leon Loewenstine Managing Director Portfolio Manager
- ----------------------- ------------------------------- -----------------------
EVALUATION BY THE BOARD OF TRUSTEES.
- -----------------------------------
The Board has determined that continuity and efficiency of portfolio
investment sub-advisory services can best be assured by approving the new
sub-advisory agreement. The Board believes that the new sub-advisory agreement
will enable the Trust to continue to obtain sub-advisory services of high
quality and that approval of the new sub-advisory agreement is in the best
interests of the Trust and the shareholders of each Fund.
At a meeting of the Board of Trustees held on September 10, 2002, the
Board, including the Independent Trustees, evaluated the impact of the proposed
new sub-advisory agreement on each Fund. In evaluating the impact, the Board,
including the Independent Trustees, requested, reviewed and discussed, with the
assistance of legal counsel, materials furnished by Equity Analysts and
RiverPoint, including financial information about RiverPoint, information
regarding the new personnel and resources of RiverPoint and each Fund's
performance during the period for which RiverPoint sub-advised the Funds.
Based on its review, the Board of Trustees believes that approval of
the proposed new sub-advisory agreement is in the best interests of the Trust
and each Fund's shareholders. Accordingly, the Board of Trustees, including the
Independent Trustees, unanimously recommends approval by the shareholders of the
new sub-advisory agreement. In making this recommendation, the Trustees
primarily evaluated (i) their satisfaction with the experience, reputation,
qualifications and background of RiverPoint's investment personnel, (ii) the
nature and quality of operations and services that RiverPoint will continue to
provide the Funds, (iii) the benefits of continuity in services to be provided
by RiverPoint, and (iv) the fact that the portfolio managers did not change as a
result of RiverPoint's change of control.
The Trustees also gave careful consideration to factors deemed
relevant to the Trust and the Funds, including, but not limited to (i) the
performance of the Funds during the period for which RiverPoint sub-advised the
Funds, (ii) the investment objective and policies of the Funds, (iii) the
financial condition of RiverPoint, and (iv) that the terms of the new agreement
are substantially identical to the prior agreement and the interim agreement.
After discussions with Mr. O'Sullivan and Mr. Hogan, and after reviewing
biographical information about their new "partners," the Board concluded that
the additional resources now available to RiverPoint, in terms of both expected
revenues and experienced investment personnel, were advantageous to the Funds.
The Board also concluded that RiverPoint had not been managing the assets of the
Funds for a sufficient period of time for the Board to make any clear
determinations regarding their investment performance, and that the Board would
continue to monitor performance.
-9-
-9-
As a result of their considerations, the Trustees, including all of
the Independent Trustees, determined that the new sub-advisory agreement is in
the best interests of the Funds and the shareholders. Accordingly, the Board of
Trustees unanimously approved the new sub-advisory agreement and voted to
recommend it to shareholders for approval.
THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE PROPOSED
SUB-ADVISORY AGREEMENT.
PROPOSAL III.
ELECTION OF TRUSTEES
Effective September 10, 2002, David Lee Manzler, Jr., resigned as a
Trustee of the Trust and as the President and Treasurer of the Trust. Walter E.
Bowles, III, Robert W. Buechner and Chetan Damania continue to serve as
Trustees. At a meeting held on September 10, 2002, the Board of Trustees
appointed Timothy Mackey as a new Trustee to the Trust. The Board of Trustees
has nominated Mr. Mackey to be elected by the shareholders as a Trustee to the
Trust. Mr. Mackey has indicated a willingness to serve if elected.
On September 10, 2002, the Board of Trustees increased the number of
Trustees from four (4) to five (5). Dawn Szeliga has been nominated to fill the
vacant trustee position. Ms. Szeliga has indicated a willingness to serve if
elected.
Each Trustee holds office until his or her successor is selected and
qualified or until termination of the Trust or the Trustee's death, resignation
or removal, whichever occurs first. Each Trustee oversees the three Funds in the
Trust. Unless you give contrary instructions in the form of proxy, your proxy
will be voted for the election of the two nominees. If a nominee should withdraw
or otherwise become unavailable for election due to events not now known or
anticipated, unless the Board reduces the number of trusteeships or you have
withheld authority as to the election of one or both of the Trustees, your
proxies will be voted for such other nominee or nominees as the Board may
recommend.
Information regarding the nominees for election is provided in the
table below. Unless otherwise indicated, the business address of each director
and officer.
- ------------------------------- --------------------- ------------------------------------------------------------- ---------------
NOMINEE- POSITION WITH FUNDS PRINCIPAL OCCUPATION(S) OTHER
INTERESTED TRUSTEES (LAST 5 YEARS) DIRECTORSHIPS
- ------------------------------- --------------------- ------------------------------------------------------------- ---------------
Timothy Mackey President since Registered Representative for Equity Analysts since April None
7750 Montgomery Rd. September 2002 1999; Registered Representative for Legg Mason, June 1997
Cincinnati, Ohio 45236 to March 1999
DOB: 1960
- ------------------------------- --------------------- ------------------------------------------------------------- ---------------
Dawn Szeliga None Registered Representative for Equity Analysts since October None
7750 Montgomery Rd. 2001; Registered Representative for Fidelity Investments,
Cincinnati, Ohio 45236 January 1998 to October 2001; Plan Administrator for Fifth
DOB: 1955 Third Securities May 1992 to January 1998.
- ------------------------------- --------------------- ------------------------------------------------------------- ---------------
Both Mr. Mackey and Ms. Szeliga are deemed to be "interested persons"
of the Trust, as those terms are defined in the Investment Company Act, because
of their positions with Equity Analysts and, in the case of Mr. Mackey, his
position with the Trust.
-10-
The dollar range of shares of each Fund beneficially owned by each
nominee Trustee, as of September 3, 2002, is shown in the following table. For
this purpose, "beneficial ownership" is defined in the regulations under section
16(a) of the Securities Exchange Act of 1934, as amended. The information is
based on statements furnished to the Trust by the nominees.
- ------------------------ -------------------------- ------------------------
NOMINEE/TRUSTEE NAME OF FUND DOLLAR RANGE OF
SHARES IN EACH FUND
- ------------------------ -------------------------- ------------------------
Timothy Mackey Stock Fund $1 - $10,000
- ------------------------ -------------------------- ------------------------
Aggressive Stock Fund $1 - $10,000
- ------------------------ -------------------------- ------------------------
Dawn Szeliga Fixed Income Fund $1 - $10,000
- ------------------------ -------------------------- ------------------------
COMPENSATION TABLE
The Board of Trustees held five (5) regular meetings during the
fiscal year ended July 31, 2002. Robert Buechner, Walter Bowles and Chetan
Damania each attended four (4) of the Board meetings. David Manzler, Jr.
attended all Board meetings. All Trustee compensation is paid by Equity
Analysts, not the Trust or any Fund. Those Trustees who are not affiliated with
Equity Analysts are paid a fee of $200 for each meeting attended. The Trust does
not have a nominating committee, an audit committee or a compensation committee.
The following table provides certain information relating to the compensation of
the Trust's Trustees for the fiscal year ended July 31, 2002.
- ---------------------------- ---------------------------------------
NAME TOTAL COMPENSATION
FROM TRUST
- ---------------------------- ---------------------------------------
David Lee Manzler, Jr.1 $0
- ---------------------------- ---------------------------------------
Walter E. Bowles, III $800
- ---------------------------- ---------------------------------------
Robert W. Buechner $800
- ---------------------------- ---------------------------------------
Chetan Damania $800
- ---------------------------- ---------------------------------------
(1) Effective September 10, 2002, Mr. Manzler is no longer a Trustee of
the Trust.
TRUSTEES AND OFFICERS
The principal occupations of the Trustees of the Trust who are not
Trustee nominees and are not interested person Trustees, are as follows:
- ------------------------------------- --------------- ---------------------------------------------------------------- -------------
TRUSTEE POSITION WITH PRINCIPAL OCCUPATION(S) OTHER
FUNDS (LAST 5 YEARS) DIRECTORSHIPS
- ---------------------------------- --------------- ------------------------------------------------------------------- -------------
Walter Bowles President of Webco Environmental Management, Inc., an None
11340 Montgomery Rd., Suite 206 Trustee since
Cincinnati, Ohio 45249 1993
DOB: 1961 environmental consulting firm, since September 1993.
- ---------------------------------- --------------- ------------------------------------------------------------------- -------------
Robert Buechner
105 East Fourth St. Suite 300 Trustee since President of the law firm of Buechner, Haffer O'Connell, Meyers &
Cincinnati, Ohio 45202 1993 Healey Co., LPA.; President Cincinnatus Association, a community None
DOB: 1947 service organization, since June 2002.1
- ---------------------------------- --------------- ------------------------------------------------------------------- -------------
Chetan Damania Engineer with Ethicon Endo-Surgery, a medical device None
6830 Raven Court Trustee since
Hamilton, Ohio 2000
DOB: 1962 manufacturer, since November 1995.
- ---------------------------------- --------------- ------------------------------------------------------------------- -------------
<FN>
(1) Mr. Buechner has served as the unpaid Secretary of Bowling
Portfolio Management, Inc since 1997.
</FN>
-11-
The principal occupations of officers of the Trust who are not
Trustee nominees are as follows:
- ------------------------------ ------------------------- --------------------------------------------------- --------------------
OFFICER POSITION WITH FUNDS PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS
(LAST 5 YEARS)
- ------------------------------ ------------------------- --------------------------------------------------- --------------------
Mark G. Srofe(1) Secretary and Treasurer Registered Representative for Equity Analysts None
7750 Montgomery Road since September 2002 since August 2002; Registered Representative
Cincinnati, Ohio 45236 with Charles Schwab from February 1996
DOB: 1960 to August 2002.
- ------------------------------ ------------------------- --------------------------------------------------- --------------------
<FN>
(1) Mr. Srofe is Timothy Mackey's Brother-in-law.
</FN>
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION OF THE
NOMINEES TO THE BOARD OF TRUSTEES OF THE TRUST.
PROPOSAL IV.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Investment Company Act requires every registered investment
company to be audited at least once a year by independent accountants selected
by the Board of Trustees, including a majority of the Independent Trustees. The
Investment Company Act also requires that the selection be submitted for
ratification by the shareholders at their next meeting following the selection.
Under this proposal, shareholders of each Fund are asked to ratify
the Board's unanimous selection of Berge and Company, LTD ("Berge and Company")
as the Funds' independent accountants for the fiscal year ending July 31, 2003.
Berge and Company has been the independent accountants for the Stock Fund and
the Fixed Income Fund since August 11, 1993. At that time, the Board of
Directors unanimously selected Berge and Company as the independent accountants
for each Fund based on its general auditing experience. Berge and Company has
been the independent accountants for the Aggressive Stock Fund since March 25,
1999. At a meeting on September 10, 2002, the Board again selected Berge and
Company as independent accountants for each Fund.
AUDIT FEES. For the Funds' fiscal year ended July 31, 2002, the
aggregate fees billed to date by Berge and Company for professional services
rendered for the audit of the Funds' financial statements consist of $13,500.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. Berge
and Company did not provide any financial information systems design and
implementation services to the Trust or Equity Analysts for the Funds' fiscal
year ended July 31, 2002.
ALL OTHER FEES. For the Funds' fiscal year ended July 31, 2002, the
aggregate fees billed by Berge and Company to Equity Analysts was $12,625 for
the audit of Equity Analysts' financial statements. The Board of Trustees of the
Trust has considered whether the provision of such additional services by Berge
and Company is compatible with such firm's independence with respect to the
Trust.
Berge and Company representatives are not expected to be present at
the meeting. Unless otherwise instructed, the proxies will vote for the
ratification of the selection of Berge and Company as each Funds' independent
accountant.
-12-
THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT EACH FUNDS' SHAREHOLDERS VOTE "FOR" RATIFICATION OF
THE SELECTION OF THE INDEPENDENT ACCOUNTANTS.
OPERATION OF THE FUNDS
Each Fund is a series of Analysts Investment Trust, a diversified
open-end management investment company organized as an Ohio business trust on
May 28, 1993. The Board of Trustees supervises the business activities of the
Funds. As described above, each Fund currently retains Equity Analysts, Inc.,
7750 Montgomery Road, Cincinnati, Ohio 45236, as its investment adviser. Equity
Analysts also serves as the exclusive agent for distribution of each Funds'
shares.
THE PROXY
The Board of Trustees solicits proxies so that each shareholder has
the opportunity to vote on the proposals to be considered at the Meeting. A
proxy for voting your shares at the Meeting is enclosed. The shares represented
by each valid proxy received in time will be voted at the meeting as specified.
If no specification is made, your shares will be voted as follows:
1. FOR ALL FUNDS: For approval of a management agreement for the Fund
with Equity Analysts, Inc., the Funds' investment adviser
2. FOR ALL FUNDS: For approval of a sub-advisory agreement for the
Funds between Equity Analysts, Inc. and RiverPoint Capital
Management, Inc., the Funds' sub-adviser.
3. FOR ALL FUNDS: For the election of the two nominees as members of
the Board of Trustees to hold office until their successors are duly
elected and qualified.
4. FOR ALL FUNDS: For the ratification of the selection of independent
accountants.
5. FOR ALL FUNDS: At the discretion of the proxy holders, in accordance
with the recommendations of the Board of Trustees, if any, on any
other matter that may come before the meeting that the Trust did not
have notice of a reasonable time prior to the mailing of this Proxy
Statement.
You may revoke your proxy at any time before it is exercised by (1) submitting a
duly executed proxy bearing a later date, (2) submitting a written notice to the
President of the Trust revoking the proxy, or (3) attending and voting in person
at the Meeting.
VOTING SECURITIES AND VOTING
The close of business on September 27, 2002 is the record date for
determining the shareholders entitled to notice of and to vote at the Meeting or
any adjournment(s) thereof (the "Record Date"). There were 391,840 shares of
beneficial interest of the Stock Fund, 199,141 shares of beneficial interest of
the Aggressive Stock Fund and 374,724 shares of beneficial interest of the Fixed
Income Fund issued and outstanding as of the Record Date. Only shareholders of
record on the Record Date are entitled to vote at the Meeting. Each shareholder
is entitled to one (1) vote per share held, and fractional votes for fractional
shares held, on any matter submitted to a vote at the Meeting. The presence, in
person or by proxy, of the holders of at least a majority of the aggregate
number of shares of each Fund entitled to vote is necessary to constitute a
quorum for each Fund at the Meeting.
-13-
An affirmative vote of the holders of a majority of the outstanding
shares of each Fund is required for the approval of the applicable proposed new
management agreement and the proposed new sub-advisory agreement. As defined in
the Investment Company Act, a vote of the holders of a majority of the
outstanding shares of a Fund means the vote of (i) 67% or more of the voting
shares of each Fund present at the Meeting, if the holders of more than 50% of
the outstanding shares of each Fund are present in person or represented by
proxy, or (ii) more than 50% of the outstanding voting shares of each Fund,
whichever is less. The affirmative vote of a plurality of the voted shares of
the Trust as a whole is necessary to approve the election of Trustees.
As regards election of Trustees, the presence, in person or by proxy,
of the majority of the shares entitled to vote of the Trust is necessary to
constitute a quorum at the Meeting. As regards all other Proposals, the presence
of the majority of the shares of each Fund entitled to vote is necessary to
constitute a quorum at the Meeting for each Fund.
"Broker non-votes" and abstentions will be considered present for
purposes of determining the existence of a quorum and the number of shares of
the Fund represented at the meeting, but they are not affirmative votes for any
proposal. Broker non-votes are shares held in the name of the broker, but for
which the broker indicates that instructions have not been received from the
beneficial owners or other persons entitled to vote, and the broker does not
have discretionary voting authority. As a result, with respect to approval of
the proposed management agreements and sub-advisory agreement, non-votes and
abstentions will have the same effect as a vote against the proposal because the
required vote is a percentage of the shares present or outstanding. With respect
to the election of Trustees, non-votes and abstentions will no effect because
the required vote is a plurality.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of the Record Date,
September 3, 2002, with respect to the dollar range of shares of each Fund
beneficially owned by the Trustees and officers of the Trust who are not Trustee
nominees.
- ------------------------- --------------------------- -------------------------
NAME NAME OF FUND DOLLAR RANGE OF SHARES
IN EACH FUND
- ------------------------- --------------------------- -------------------------
Walter Bowles Stock Fund $10,001 - $50,000
- ------------------------- --------------------------- -------------------------
Walter Bowles Aggressive Stock Fund $1 - $10,000
- ------------------------- --------------------------- -------------------------
Robert Buechner Stock Fund $10,001 - $50,000
- ------------------------- --------------------------- -------------------------
Robert Buechner1 Stock Fund $1 - $10,000
- ------------------------- --------------------------- -------------------------
Robert Buechner2 Stock Fund $10,001 - $50,000
- ------------------------- --------------------------- -------------------------
Chetan Damania3 Stock Fund $1 - $10,000
- ------------------------- --------------------------- -------------------------
Chetan Damania Aggressive Stock Fund $1 - $10,000
- ------------------------- --------------------------- -------------------------
Mark Srofe None
- ------------------------- --------------------------- -------------------------
1 As custodian for Leslie Buechner.
2 As custodian for James Bradley.
3 Mr. Damania is deemed to beneficially own shares held by Nema Damania.
The following table sets forth information, as of the Record Date,
with respect to the number of shares of the Funds beneficially owned by each
Trustee, nominee and named executive officer of the Trust.
-14-
- --------------------------------- ---------------------------- ------------------------ --------------
NAME NAME OF FUND AMOUNT OF SHARES PERCENT
BENEFICIALLY OWNED OF CLASS
- --------------------------------- ---------------------------- ------------------------ --------------
Timothy Mackey Stock Fund 380 *
- --------------------------------- ---------------------------- ------------------------ --------------
Timothy Mackey Aggressive Stock Fund 991 *
- --------------------------------- ---------------------------- ------------------------ --------------
Dawn Szeliga Stock Fund 13 *
- --------------------------------- ---------------------------- ------------------------ --------------
Dawn Szeliga Aggressive Stock Fund 7 *
- --------------------------------- ---------------------------- ------------------------ --------------
Dawn Szeliga Fixed Income Fund 369 *
- --------------------------------- ---------------------------- ------------------------ --------------
Walter Bowles Stock Fund 1,370 *
- --------------------------------- ---------------------------- ------------------------ --------------
Walter Bowles Aggressive Stock Fund 1,693 *
- --------------------------------- ---------------------------- ------------------------ --------------
Robert Buechner Stock Fund 3,750 *
- --------------------------------- ---------------------------- ------------------------ --------------
Robert Buechner Aggressive Stock Fund 281 *
- --------------------------------- ---------------------------- ------------------------ --------------
Chetan Damania Stock Fund 48 *
- --------------------------------- ---------------------------- ------------------------ --------------
Chetan Damania Aggressive Stock Fund 57 *
- --------------------------------- ---------------------------- ------------------------ --------------
<FN>
* less than 1%
</FN>
As of the Record Date, all Trustees, nominees and officers of the
Trust as a group beneficially owned 1.41% of the outstanding shares of the Stock
Fund, 1.52% of the Aggressive Stock Fund, and less than 1% of the Fixed Income
Fund.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information, as of the Record Date,
with respect to each person (including any "group" as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) known by
the Trust to be the beneficial owner of more than 5% of any Fund's outstanding
shares.
----------------------------------- --------------------------------------------------- ----------------------- -----------------
TITLE OF FUND NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT BENEFICIALLY PERCENT OF FUND
OWNED
----------------------------------- --------------------------------------------------- ----------------------- -----------------
Stock Fund CDC Distributors Inc. 401k Plan 19,603 5.00%
10511 Medallion Drive
Cincinnati, OH 45241
----------------------------------- --------------------------------------------------- ----------------------- -----------------
Midwest Specialties Inc. 401k Plan
Stock Fund 851 Industrial Drive 20,069 5.12%
Wapakoneta, OH 45895
----------------------------------- --------------------------------------------------- ----------------------- -----------------
Equity Analysts, Inc., 401k Plan
Stock Fund 7750 Montgomery Road 23,865 6.09%
Cincinnati, OH 45236
----------------------------------- --------------------------------------------------- ----------------------- -----------------
J&M Precision 401k Plan
Stock Fund 1449 Middleboro Rd. 29,415 7.51%
Blanchester, OH 45107
----------------------------------- --------------------------------------------------- ----------------------- -----------------
Langdon, Inc. 401k Plan
Stock Fund 3845 Socialville-Foster Rd. 29,630 7.56%
Mason, OH 45040
----------------------------------- --------------------------------------------------- ----------------------- -----------------
Sagi Raju
Aggressive Stock Fund 5355 Indian Heights 11,322 5.69%
Cincinnati, OH 45243
----------------------------------- --------------------------------------------------- ----------------------- -----------------
Langdon, Inc. 401k Plan
Aggressive Stock Fund 3845 Socialville-Foster Rd. 16,334 8.20%
Mason, OH 45040
----------------------------------- --------------------------------------------------- ----------------------- -----------------
-15-
----------------------------------- --------------------------------------------------- ----------------------- -----------------
TITLE OF FUND NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT BENEFICIALLY PERCENT OF FUND
OWNED
----------------------------------- --------------------------------------------------- ----------------------- -----------------
J&M Precision 401k Plan
Aggressive Stock Fund 1449 Middleboro Rd. 27,016 13.57%
Blanchester, OH 45107
----------------------------------- --------------------------------------------------- ----------------------- -----------------
Sandra Dubberley
Fixed Income Fund 5580 Windridge View 21,342 5.57%
Cincinnati, OH 45243
----------------------------------- --------------------------------------------------- ----------------------- -----------------
J&M Precision 401k Plan
Fixed Income Fund 1449 Middleboro Rd. 22,350 5.84%
Blanchester, OH 45107
----------------------------------- --------------------------------------------------- ----------------------- -----------------
Perfection Petroleum
Fixed Income Fund P.O. Box 33 22,858 5.97%
Drake, KY 42128
----------------------------------- --------------------------------------------------- ----------------------- -----------------
David Manzler Trust
Fixed Income Fund 7750 Montgomery Road 26,301 6.87%
Cincinnati, OH 45236
----------------------------------- --------------------------------------------------- ----------------------- -----------------
Fixed Income Fund Langdon, Inc. 401k Plan 35,778 9.34%
3845 Socialville-Foster Rd.
Mason, OH 45040
----------------------------------- --------------------------------------------------- ----------------------- -----------------
As the current controlling shareholder of Equity Analysts, David Lee
Manzler, Jr. may be deemed to beneficially own the Equity Analysts' shares.
Following the proposed sale of Equity Analysts to Equity Analysts LLC, Timothy
Mackey, may be deemed to beneficially own the Equity Analysts' shares. As
Trustee of the David Manzler Trust, David Lee Manzler, Jr. may be deemed to
beneficially own the David Manzler Trust shares. When the shares owned by Equity
Analysts and the David Manzler Trust are added to other shares beneficially
owned by him, Mr. Manzler beneficially owns 9.89% of the outstanding shares of
the Stock Fund and 11.29% of the outstanding shares of the Fixed Income Fund.
When the shares owned by Equity Analysts are added to other shares beneficially
owned by him, Mr. Mackey beneficially owns 6.24% of the outstanding shares of
the Stock Fund.
SHAREHOLDER PROPOSALS
The Trust has not received any shareholder proposals to be considered
for presentation at the Meeting. Under the proxy rules of the Securities and
Exchange Commission, shareholder proposals may, under certain conditions, be
included in the Trust's proxy statement and proxy for a particular meeting.
Under these rules, proposals submitted for inclusion in the Trust's proxy
materials must be received by the Trust within a reasonable time before the
solicitation is made. The fact that the Trust receives a shareholder proposal in
a timely manner does not insure its inclusion in the proxy materials, because
there are other requirements in the proxy rules relating to such inclusion. You
should be aware that annual meetings of shareholders are not required as long as
there is no particular requirement under the Investment Company Act that must be
met by convening such a shareholder meeting. Any shareholder proposal should be
sent to Mr. Mark G. Srofe, Secretary, Analysts Investment Trust, 7750 Montgomery
Road, Cincinnati, Ohio 45236.
COST OF SOLICITATION
The cost of preparing and mailing this Proxy Statement, the
accompanying Notice of Special Meeting and Proxy and any additional material
relating to the meeting and the cost of soliciting proxies will be borne by
RiverPoint and Equity Analysts. In addition to solicitation by mail, Equity
Analysts and RiverPoint will request banks, brokers and other custodial nominees
and fiduciaries to supply proxy materials to the beneficial owners of shares of
whom they have knowledge, and will reimburse them for their expenses in so
doing. Certain officers and employees of the Trust, Equity Analysts and
RiverPoint may solicit proxies in person or by telephone, facsimile transmission
or mail, for which they will not receive any special compensation.
-16-
OTHER MATTERS
The Trust's Board of Trustees knows of no other matters to be
presented at the Meeting other than as set forth above. If any other matters
properly come before the meeting that the Trust did not have notice of a
reasonable time prior to the mailing of this Proxy Statement, the holders of the
proxy will vote the shares represented by the proxy on such matters in
accordance with their best judgment, and discretionary authority to do so is
included in the proxy.
PROXY DELIVERY
If you and another shareholder share the same address, the Trust will
only send one proxy statement unless you or the other shareholder(s) request
otherwise. Call or write to the Trust if you wish to receive a separate copy of
the proxy statement, and the Trust will promptly mail a copy to you. You may
also call or write to the Trust if you wish to receive a separate proxy in the
future, or if you are receiving multiple copies now, and wish to receive a
single copy in the future. For such requests, call the Trust at 513-792-5400 or
write the Trust at 7750 Montgomery Road, Cincinnati, Ohio 45226.
By Order of the Board of Trustees
MARK G. SROFE
Secretary
October 21, 2002
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED REPLY ENVELOPE OR FAX IT TO 513-984-3327.
-17-
EXHIBIT A
MANAGEMENT AGREEMENT
TO: Equity Analysts Inc.
7750 Montgomery Road
Cincinnati, Ohio 45236
Dear Sirs:
Analysts Investment Trust (the "Trust") herewith confirms our
agreement with you.
The Trust has been organized to engage in the business of an
investment company. The Trust currently offers several series of shares to
investors, one of which is the ________________ Fund (the "Fund").
You have been selected to act as the investment adviser of the Fund
and to provide certain other services, as more fully set forth below, and you
are willing to act as such investment adviser and to perform such services under
the terms and conditions hereinafter set forth. Accordingly, the Trust agrees
with you as follows effective upon the date of the execution of this Management
Agreement (this "Agreement").
1. MANAGEMENT SERVICES
You will provide or arrange to be provided to the Fund such
investment advice as you in your discretion deem advisable and will furnish or
arrange to be furnished a continuous investment program for the Fund consistent
with the Fund's investment objectives and policies. You will determine or
arrange for others to determine the securities to be purchased for the Fund, the
portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to the Fund's investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect, and subject further to such policies and instructions as the
Board of Trustees of the Trust may from time to time establish. You may delegate
any or all of the responsibilities, rights or duties described above to one or
more sub-advisers who shall enter into agreements with you, provided the
agreements are approved and ratified by the Board of Trustees including a
majority of the trustees who are not interested persons of you or of the Trust,
cast in person at a meeting called for the purpose of voting on such approval,
and (if required under interpretations of the Investment Company Act of 1940, as
amended (the "1940 Act"), by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the Fund. Any such delegation shall not relieve you from any liability
hereunder.
You will also advise and assist the officers of the Trust in taking
such steps as are necessary or appropriate to carry out the decisions of the
Board of Trustees and the appropriate committees of the Board regarding the
conduct of the business of the Fund. You may delegate any of the
responsibilities, rights or duties described above to one or more persons,
provided you notify the Trust and agree that such delegation does not relieve
you from any liability hereunder.
2. ALLOCATION OF CHARGES AND EXPENSES
You will pay all operating expenses of the Fund, including the
compensation and expenses of any trustees, officers and employees of the Fund
and of any other persons rendering any services to the Fund including any
sub-adviser retained pursuant to Paragraph 1 above; clerical and shareholder
service staff salaries; office space and other office expenses; fees and
expenses incurred by the Fund in connection with membership in investment
company organizations; legal, auditing and accounting expenses; expenses of
registering shares under federal and state securities laws; insurance expenses;
fees and expenses of the custodian, transfer agent, dividend disbursing agent,
shareholder service agent, plan agent, administrator, accounting and pricing
services agent and underwriter of the Fund; expenses, including clerical
expenses, of issue, sale, redemption or repurchase of shares of the Fund; the
cost of preparing and distributing reports and notices to shareholders, the cost
of printing or preparing prospectuses and statements of additional information
for delivery to the Fund's current and prospective shareholders; the cost of
printing or preparing stock certificates or any other documents, statements or
reports to shareholders; expenses of shareholders' meetings and proxy
solicitations; advertising, promotion and other expenses incurred directly or
indirectly in connection with the sale or distribution of the Fund's shares
(excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1
under the 1940 Act); and all other operating expenses not specifically assumed
by the Fund.
The Fund will pay all brokerage fees and commissions, taxes,
borrowing costs (such as (a) interest and (b) dividend expenses on securities
sold short) and such extraordinary or non-recurring expenses as may arise,
including litigation to which the Fund may be a party and indemnification of the
Trust's trustees and officers with respect thereto. The Fund will also pay
expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940
Act. You may obtain reimbursement from the Fund, at such time or times as you
may determine in your sole discretion, for any of the expenses advanced by you,
which the Fund is obligated to pay, and such reimbursement shall not be
considered to be part of your compensation pursuant to this Agreement.
3. COMPENSATION OF THE ADVISER
For all of the services to be rendered and payments to be made as
provided in this Agreement, as of the last business day of each month, the Fund
will pay you a fee at the annual rate of
[STOCK FUND: 2.00% of the average daily net assets of the
Fund up to and including $20,000,000, 1.75% of such assets
from $20,000,000 to and including $40,000,000, 1.50% of
such assets from $40,000,000 to and including $100,000,000
and 0.75% of such assets in excess of $100,000,000.
FIXED INCOME FUND: 1.50% of the average daily net assets of
the Fund up to and including $20,000,000, 1.25% of such
assets from $20,000,000 to and including $40,000,000, 1.00%
of such assets from $40,000,000 to and including
$100,000,000 and 0.75% of such assets in excess of
$100,000,000.
AGGRESSIVE STOCK FUND: 2.75% of the average daily net
assets of the Fund up to and including $20,000,000, 2.50%
of such assets from $20,000,000 to and including
$40,000,000, 2.00% of such assets from $40,000,000 to and
including $100,000,000 and 1.50% of such assets in excess
of $100,000,000.]
The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable provisions of the Declaration of Trust of
the Trust or a resolution of the Board, if required. If, pursuant to such
provisions, the determination of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the Fund's net assets may lawfully be determined, on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).
4. EXECUTION OF PURCHASE AND SALE ORDERS
In connection with purchases or sales of portfolio securities for the
account of the Fund, it is understood that you (or the sub-advisers retained
pursuant to paragraph 1 above) will arrange for the placing of all orders for
the purchase and sale of portfolio securities for the account with brokers or
dealers selected by you, subject to review of this selection by the Board from
time to time. You (or the sub-advisers) will be responsible for the negotiation
and the allocation of principal business and portfolio brokerage. In the
selection of such brokers or dealers and the placing of such orders, you (or the
sub-advisers) are directed at all times to seek for the Fund the best
qualitative execution, taking into account such factors as price (including the
applicable brokerage commission or dealer spread), the execution capability,
financial responsibility and responsiveness of the broker or dealer and the
brokerage and research services provided by the broker or dealer.
You (or the sub-advisers retained pursuant to Paragraph 1 above)
should generally seek favorable prices and commission rates that are reasonable
in relation to the benefits received. In seeking best qualitative execution, you
(or the sub-advisers) are authorized to select brokers or dealers who also
provide brokerage and research services to the Fund and/or the other accounts
over which you exercise investment discretion. You (or the sub-advisers) are
authorized to pay a broker or dealer who provides such brokerage and research
services a commission for executing a Fund portfolio transaction which is in
excess of the amount of commission another broker or dealer would have charged
for effecting that transaction if you (or the sub-advisers) determine in good
faith that the amount of the commission is reasonable in relation to the value
of the brokerage and research services provided by the executing broker or
dealer. The determination may be viewed in terms of either a particular
transaction or your (or the sub-advisers') overall responsibilities with respect
to the Fund and to accounts over which you (or the sub-advisers) exercise
investment discretion. The Fund and you (and the sub-advisers) understand and
acknowledge that, although the information may be useful to the Fund and you (or
the sub-advisers), it is not possible to place a dollar value on such
information. The Board shall periodically review the commissions paid by the
Fund to determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits to the Fund.
Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above, you (or the sub-advisers) may give consideration
to sales of shares of the Fund as a factor in the selection of brokers and
dealers to execute Fund portfolio transactions.
Subject to the provisions of the 1940 Act, and other applicable law,
you (or the sub-advisers retained pursuant to Paragraph 1 above), any of your
(or the sub-advisers') affiliates or any affiliates of your (or the
sub-advisers') affiliates may retain compensation in connection with effecting
the Fund's portfolio transactions, including transactions effected through
others. If any occasion should arise in which you (or the sub-advisers) give any
advice to clients concerning the shares of the Fund, you (or the sub-advisers)
will act solely as investment counsel for such client and not in any way on
behalf of the Fund. Your (and the sub-advisers') services to the Fund pursuant
to this Agreement are not to be deemed to be exclusive and it is understood that
you (or they) may render investment advice, management and other services to
others, including other registered investment companies.
5. LIMITATION OF LIABILITY OF ADVISER
You may rely on information reasonably believed by you to be accurate
and reliable. Except as may otherwise be required by the 1940 Act or the rules
thereunder, neither you nor your shareholders, members, officers, directors,
employees, agents, control persons or affiliates of any thereof shall be subject
to any liability for, or any damages, expenses or losses incurred by the Trust
in connection with, any error of judgment, mistake of law, any act or omission
connected with or arising out of any services rendered under, or payments made
pursuant to, this Agreement or any other matter to which this Agreement relates,
except by reason of willful misfeasance, bad faith or gross negligence on the
part of any such persons in the performance of your duties under this Agreement,
or by reason of reckless disregard by any of such persons of your obligations
and duties under this Agreement.
Any person, even though also a director, officer, employee, member,
shareholder or agent of you, who may be or become an officer, director, trustee,
employee or agent of the Trust, shall be deemed, when rendering services to the
Trust or acting on any business of the Trust (other than services or business in
connection with your duties hereunder), to be rendering such services to or
acting solely for the Trust and not as a director, officer, employee, member,
shareholder or agent of you, or one under your control or direction, even though
paid by you.
6. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall take effect on the date of its execution, and
shall remain in force for a period of two (2) years from the date of its
execution, and from year to year thereafter, subject to annual approval by (i)
the Board, or (ii) a vote of a majority of the outstanding voting securities of
the Fund, provided that in either event continuance is also approved by a
majority of the trustees who are not interested persons of you or the Trust, by
a vote cast in person at a meeting called for the purpose of voting such
approval.
If the shareholders of the Fund fail to approve the Agreement in the
manner set forth above, upon request of the Board, you will continue to serve or
act in such capacity for the Fund for the period of time pending required
approval of the Agreement, of a new agreement with you or a different adviser or
other definitive action; provided that the compensation to be paid by the Fund
to you for your services to and payments on behalf of the Fund will be equal to
the lesser of your actual costs incurred in furnishing such services and
payments or the amount you would have received under this Agreement for
furnishing such services and payments.
This Agreement may, on sixty days written notice, be terminated with
respect to the Fund, at any time without the payment of any penalty, by the
Board, by a vote of a majority of the outstanding voting securities of the Fund,
or by you. This Agreement shall automatically terminate in the event of its
assignment.
7. USE OF NAME
The Trust and you acknowledge that all rights to the name "Analysts"
or any variation thereof belong to you, and that the Trust is being granted a
limited license to use such words in its Fund name or in any class name. In the
event you cease to be the adviser to the Fund, the Trust's right to the use of
the name "Analysts" shall automatically cease on the ninetieth day following the
termination of this Agreement. The right to the name may also be withdrawn by
you during the term of this Agreement upon ninety (90) days' written notice by
you to the Trust. Nothing contained herein shall impair or diminish in any
respect, your right to use the name "Analysts" in the name of, or in connection
with, any other business enterprises with which you are or may become
associated. There is no charge to the Trust for the right to use this name.
8. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived, discharged or
terminated orally, and no amendment of this Agreement shall be effective until
approved by the Board, including a majority of the trustees who are not
interested persons of you or of the Trust, cast in person at a meeting called
for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the series to which the amendment relates.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
The term "Analysts Investment Trust" means and refers to the Trustees
from time to time serving under the Trust's Declaration of Trust as the same may
subsequently thereto have been, or subsequently hereto be, amended. It is
expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by officers of the Trust, acting as such, and neither
such authorization by such trustees and shareholders nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.
10. SEVERABILITY
In the event any provision of this Agreement is determined to be void
or unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.
11. QUESTIONS OF INTERPRETATION
(a) This Agreement shall be governed by the laws of the
State of Ohio.
(b) For the purpose of this Agreement, the terms "majority of the
outstanding voting securities," "control" and "interested person" shall have
their respective meanings as defined in the 1940 Act and rules and regulations
thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under the 1940 Act; and the term "brokerage
and research services" shall have the meaning given in the Securities Exchange
Act of 1934.
(c) Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the 1940 Act shall be resolved by reference to such term or provision of the
1940 Act and to interpretation thereof, if any, by the United States courts or
in the absence of any controlling decision of any such court, by the Securities
and Exchange Commission or its staff. In addition, where the effect of a
requirement of the 1940 Act, reflected in any provision of this Agreement, is
revised by rule, regulation, order or interpretation of the Securities and
Exchange Commission or its staff, such provision shall be deemed to incorporate
the effect of such rule, regulation, order or interpretation.
12. NOTICES
Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Trust is Analysts
Investment Trust, 7750 Montgomery Road, Cincinnati, Ohio 45236, and your address
for this purpose shall be Equity Analysts, Inc., 7750 Montgomery Road,
Cincinnati, Ohio 45236.
13. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
14. BINDING EFFECT
Each of the undersigned expressly warrants and represents that he has
the full power and authority to sign this Agreement on behalf of the party
indicated, and that his signature will operate to bind the party indicated to
the foregoing terms.
15. CAPTIONS
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Trust, whereupon this letter shall become a binding contract
upon the date thereof.
Yours very truly,
Analysts Investment Trust
ATTEST:
By: _________________________ By:_________________________________
Name/Title Timothy Mackey, President
Dated: ___________, 2002
ACCEPTANCE
The foregoing Agreement is
hereby accepted.
ATTEST: Equity Analysts Inc.
By:__________________________ By:_________________________________
Name/Title Timothy Mackey, President
Dated: ___________, 2002
EXHIBIT B
INVESTMENT SUB-ADVISORY AGREEMENT
This INVESTMENT SUB-ADVISORY AGREEMENT (this "Agreement"), dated as
of the ____ day of October, 2002, is between Equity Analysts, Inc., an Ohio
corporation (the "Adviser"), and RiverPoint Capital Management, Inc., an Ohio
corporation (the "Sub-Adviser").
W I T N E S S E T H:
WHEREAS, the Adviser acts as the investment adviser to Analysts
Investment Trust, an Ohio business trust (the "Trust"), pursuant to Management
Agreements dated September 28, 2001 (the "Management Agreements");
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Sub-Adviser first rendered investment advisory services
to the Funds (as hereinafter defined) pursuant to an Investment Sub-Advisory
Agreement dated as of September 28, 2001 (the "Initial Agreement");
WHEREAS, the Sub-Adviser, is currently rendering investment advisory
services to the Funds pursuant to an Interim Investment Sub-Advisory Agreement
dated as of July 26, 2002; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to render
investment advisory services to the Funds, and the Sub-Adviser is willing to
render such services; and
NOW THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the parties hereto agree as follows:
Section 1. APPOINTMENT AND STATUS OF SUB-ADVISER. The Adviser hereby
appoints the Sub-Adviser to provide investment advisory service to each series
of shares of beneficial interest of the Trust set forth on an executed Addendum
to this Agreement (the "Funds" and each a "Fund"), for the period and on the
terms set forth in this Agreement. The Sub-Adviser accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided. The Sub-Adviser shall for all purposes herein be deemed to be an
independent contractor of the Adviser and the Trust and shall, unless otherwise
expressly provided herein or authorized by the Adviser or the Board of Trustees
of the Trust from time to time, have no authority to act for or represent the
Adviser or the Trust in any way or otherwise be deemed an agent of the Adviser
or the Trust.
Section 2. SUB-ADVISER'S DUTIES. Subject to the general supervision
of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser
shall, employing its discretion, manage the investment operations of each Fund
and the composition of the portfolio of securities and investments (including
cash) belonging to each Fund, including the purchase, retention and disposition
thereof and the execution of agreements relating thereto, in accordance with the
Fund's investment objective, policies and restrictions as stated in the Trust's
then-current Prospectus and Statement of Additional Information (together, the
"Prospectus") and subject to the following understandings:
(a) The Sub-Adviser shall furnish a continuous investment
program for each Fund and determine from time to time what
investments or securities will be purchased, retained or sold by each
Fund and what portion of the assets belonging to each Fund will be
invested or held uninvested as cash;
(b) The Sub-Adviser shall use its best judgment in the
performance of its duties under this Agreement;
(c) The Sub-Adviser, in the performance of its duties and
obligations under this Agreement for each Fund, shall act in
conformity with the Trust's Declaration of Trust, its By-Laws and its
Prospectus and with the instructions and directions of the Trust's
Board of Trustees and the Adviser and will conform to and comply with
the requirements of the 1940 Act and all other applicable federal and
state laws and regulations;
(d) The Sub-Adviser shall determine the securities to be
purchased or sold by each Fund and will effect portfolio transactions
pursuant to its determinations either directly with the issuer or
with any broker and/or dealer in such securities, subject to Section
3 below;
(e) The Sub-Adviser shall maintain books and records with
respect to the securities transactions of each Fund and shall render
to the Adviser and the Trust's Board of Trustees such periodic and
special reports as the Adviser or the Board may request; and
(f) The Sub-Adviser shall provide the Trust's custodian
with such information relating to the Trust as may be required under
the terms of the then-current custody agreement between the Trust and
the custodian.
Section 3. EXECUTION OF PURCHASE AND SALE ORDERS. In connection with
the purchases or sales of portfolio securities for the account of a Fund, the
Sub-Adviser will arrange for the placing of all orders for the purchase and sale
of portfolio securities for the account with brokers or dealers selected by you,
subject to review of this selection by the Board from time to time. The
Sub-Adviser will be responsible for the negotiation and the allocation of
principal business and portfolio brokerage. In the selection of such brokers or
dealers and placing of such orders, the Sub-Adviser will at all times seek for
each Fund the best qualitative execution, taking into account such factors as
price (including the applicable brokerage commission or dealer spread), the
execution capability, financial responsibility and responsiveness of the broker
or dealer and the brokerage and research services provided by the broker or
dealer.
The Sub-Adviser should generally seek favorable prices and commission
rates that are reasonable in relation to the benefits received. In seeking best
qualitative execution, the Sub-Adviser is authorized to select brokers or
dealers who also provide brokerage and research services to the Funds and/or the
other accounts over which it exercises investment discretion. The Sub-Adviser is
authorized to pay a broker or dealer who provides such brokerage and research
services a commission for executing a Fund portfolio transaction which is in
excess of the amount of commission another broker or dealer would have charged
for effecting that transaction if the Sub-Adviser determines in good faith that
the amount of the commission is reasonable in relation to the value of the
brokerage and research services provided by the executing broker or dealer. The
determination may be viewed in terms of either a particular transaction or the
Sub-Adviser's overall responsibilities with respect to the Funds and to accounts
over which the Sub-Adviser exercises investment direction. The Funds and the
Sub-Adviser understand and acknowledge that, although the information may be
useful to the Funds and the Sub-Adviser, it is not possible to place a dollar
value on such information. The Board shall periodically review the commissions
paid by the Funds to determine if the commissions paid over representative
periods of time were reasonable in relation to the benefits to the Fund.
Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above, the Sub-Adviser may give consideration to sales of
shares of the Funds as a factor in the selection of brokers and dealers to
execute Fund portfolio transactions.
Subject to the provisions of the 1940 Act, and other applicable law,
the Sub-Adviser, any of its affiliates or any affiliates of its affiliates may
retain compensation in connection with effecting the Funds' portfolio
transactions, including transactions effected through others. If any occasion
should arise in which the Sub-Adviser gives any advice to clients of the
Sub-Adviser concerning the shares of any Fund, the Sub-Adviser will act solely
as investment counsel for such client and not in any way on behalf of the Fund.
The Sub-Adviser's services to the Funds pursuant to this Agreement are not to be
deemed to be exclusive and it is understood that the Sub-Adviser may render
investment advice, management and other services to others, including other
registered investment companies.
Section 4. BOOKS AND RECORDS. The Sub-Adviser shall keep the Trust's
books and records required to be maintained by it pursuant to Section 2(e) of
this Agreement. The Sub-Adviser agrees that all records which it maintains for
the Trust are the property of the Trust and it will promptly surrender any of
such records to the Trust upon the Trust's request. The Sub-Adviser further
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
any such records as are required to be maintained by the Sub-Adviser with
respect to the Trust by Rule 31a-1 under the 1940 Act.
Section 5. EXPENSES OF THE SUB-ADVISER. During the term of this
Agreement, the Sub-Adviser will pay all expenses (including without limitation
the compensation of all trustees or officers of the Trust who are "interested
persons" of the Sub-Adviser, as defined in the 1940 Act) incurred by it in
connection with its activities under this Agreement other than the cost of
securities and investments purchased for each Fund (including taxes and
brokerage commissions, if any).
Section 6. COMPENSATION OF THE SUB-ADVISER. For the services provided
and the expenses borne pursuant to this Agreement, the Adviser will pay to the
Sub-Adviser as full compensation therefore a fee with respect to each Fund at an
annual rate as set forth on the Addendum executed with respect to such Fund and
attached hereto. For purposes of determining the fee payable hereunder, the net
asset value of each Fund shall be calculated in the manner specified in the
Trust's Prospectus.
Section 7. USE OF NAME. The Trust, and Sub-Adviser acknowledge that
all rights to the name "Analysts" belong to the Adviser, and that the Trust is
being granted a limited license to use such words in its Fund name or in any
class name. In the event the Adviser ceases to be the Adviser, the Trust's right
to the use of the name "Analysts" shall automatically cease on the ninetieth day
following the termination of this Agreement. The right to the name may also be
withdrawn by the Adviser during the term of the Management Agreement upon ninety
(90) days' written notice by the Adviser to the Trust. Nothing contained herein
shall impair or diminish in any respect the Adviser's right to use the name
"Analysts" in the name of, or in connection with, any other business enterprises
with which the Adviser is or may become associated. There is no charge to the
Trust for the right to use these names.
Section 8. LIABILITY OF THE SUB-ADVISER. Neither Sub-Adviser nor its
shareholders, members, officers, directors, employees, agents, control persons
or affiliates of any thereof, shall be liable for any error of judgment or
mistake of law or for any loss suffered by any Fund in connection with the
matters to which this Agreement relates except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
Any person, even though also a director, officer, employee,
shareholder, member or agent of Sub-Adviser, who may be or become an officer,
director, trustee, employee or agent of the Trust, shall be deemed, when
rendering services to the Trust or acting on any business of the Trust (other
than services or business in connection with Sub-Adviser's duties hereunder), to
be rendering such services to or acting solely for the Trust and not as a
director, officer, employee, shareholder, member or agent of Sub-Adviser, or one
under Sub-Adviser's control or direction, even though paid by Sub-Adviser.
Section 9. DURATION AND TERMINATION. The term of this Agreement shall
begin on the date of this Agreement for each Fund as to which an Addendum hereto
has been executed on the date of this Agreement and shall continue in effect
with respect to each such Fund for a period of two years from the date of this
Agreement. This Agreement shall continue in effect from year to year thereafter
with respect to each Fund, subject to termination as hereinafter provided, if
such continuance is approved at least annually by (a) a majority of the
outstanding voting securities (as defined in the 1940 Act) of such Fund or by
vote of the Trust's Board of Trustees, cast in person at a meeting called for
the purpose of voting on such approval, and (b) by vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or "interested
persons" (as defined in the 1940 Act) of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval. If a Fund
is added pursuant to an Addendum executed after the date of this Agreement, as
described above, this Agreement shall become effective with respect to that Fund
upon execution of the applicable Addendum and shall continue in effect until the
next annual continuance of this Agreement and from year to year thereafter,
subject to approval as described above. This Agreement may be terminated by the
Adviser or the Trust with respect to any Fund at any time, without the payment
of any penalty, by the Adviser with the consent of the Trust's Board of
Trustees, by the Trust's Board of Trustees, or by vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of such Fund, in any
such case on 30 days' written notice to the Sub-Adviser, or by the Sub-Adviser
at any time, without the payment of any penalty, on 90 days' written notice to
the Adviser and the Trust. This Agreement will automatically and immediately
terminate in the event of its assignment (as defined in the 1940 Act).
Section 10. AMENDMENT. This Agreement may be amended by mutual
consent of the Adviser, the Sub-Adviser and the Trust, but the consent of the
Trust must be approved (a) by vote of a majority of those Trustees of the Trust
who are not parties to this Agreement or "interested persons" (as defined in the
1940 Act) of any such party, cast in person at a meeting called for the purpose
of voting on such amendment, and (b) if required under then current
interpretation of the 1940 Act by the Securities and Exchange Commission, by
vote of a majority of the outstanding voting securities (as defined in the 1940
Act) of each Fund affected by such amendment.
Section 11. NOTICES. Notices of any kind are to be given in writing
and shall be duly given if mailed or delivered to the Sub-Adviser at 312 Walnut
Street, 31st Floor, Cincinnati, Ohio 45202, and to the Adviser at 7750
Montgomery Road, Cincinnati, Ohio 45236, or at such other address or to such
other individual as shall be specified by the party to be given notice.
Section 12. GOVERNING LAW. (a) This Agreement shall be governed by
and construed in accordance with the laws of the State of Ohio, without regard
to the conflicts of laws principles thereof, and (b) any question of
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the 1940 Act, shall be
resolved by reference to such term or provision of the 1940 Act and to
interpretation thereof, if any, by the United States courts or in the absence of
any controlling decision of any such court, by rules, regulations or orders of
the Securities and Exchange Commission issued pursuant to said 1940 Act. In
addition, where the effect of a requirement of the Act, reflected in any
provision of this Agreement is revised by rule, regulation or order of the
Securities and Exchange Commission, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
Section 13. SEVERABILITY. In the event of any provision of this
Agreement is determined to be void or unenforceable, such determination shall
not affect the remainder of this Agreement, which shall continue to be in force.
Section 14. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Section 15. BINDING EFFECT. Each of the undersigned expressly
warrants and represents that he has the full power and authority to sign this
Agreement on behalf of the party indicated, and that his signature will operate
to bind the party indicated to the foregoing terms.
Section 16. CAPTIONS. The captions to this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereto or otherwise affect their construction or effect.
Section 17. CHANGE OF CONTROL. Sub-Adviser undertakes to notify
Adviser and the Trust in writing sufficiently in advance of any change of
control; as defined in Section 2(a)(9) of the 1940 Act, and will enable the
Trust to consider whether an assignment, as defined in Section 2(a)(4) of the
1940 Act, would occur.
Section 18. OTHER BUSINESS. Except as set forth above, nothing in
this Agreement shall limit or restrict the right of any of the Sub-Adviser's
directors, officers or employees who may also be a trustee, officer or employee
of the Trust to engage in any other business or to devote his or her time and
attention in part to the management or other aspects of any business, whether of
a similar or a dissimilar nature, nor limit or restrict the Sub-Adviser's right
to engage in any other business or to render services of any kind to any other
corporation, firm, individual or association.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below on the date and year first above
written.
EQUITY ANALYSTS, INC. RIVERPOINT CAPITAL MANAGEMENT, INC.
By: By:
--------------------------- --------------------------------
Name: Name:
----------------------- ------------------------------
Title: Title:
---------------------- -----------------------------
ADDENDUM A
TO
INVESTMENT SUB-ADVISORY AGREEMENT
For all services rendered by the Sub-Adviser hereunder with respect
to the below-named Funds, the Adviser shall pay to the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation for all services rendered
hereunder, an annual fee with respect to each Fund equal to the percentage of
the average daily net assets of the Fund set forth opposite its name below:
- ----------------------------------- -----------------------------------------------------------------------------------
STOCK FUND: 0.50% of the average daily net assets of the Fund. However, with respect to the
amount of assets in the Stock Fund on the effective date of the Initial Agreement
(the "Initial Assets"), the sub-advisory fee shall be 0.20% of the average daily
net assets during the first full year following the effective date of the Initial
Agreement. The sub-advisory fee on the Initial Assets shall increase to 0.35%
after the first full year following the effective date of the Initial Agreement,
and shall increase to 0.50% after the second full year following the effective
date of the Initial Agreement, in each case provided the Fund's assets at the
time of the scheduled increase are at least 80% of the Initial Assets.
- ----------------------------------- -----------------------------------------------------------------------------------
AGGRESSIVE STOCK FUND: 0.65% of the average daily net assets of the Fund. However, with respect to the
amount of assets in the Aggressive Stock Fund on the effective date of the
Initial Agreement (the "Initial Assets"), the sub-advisory fee shall be 0.25% of
average daily net assets during the first full year following the effective date
of the Initial Agreement. The sub-advisory fee on the Initial Assets shall
increase to 0.45% after the first full year following the effective date of the
Initial Agreement, and shall increase to 0.65% after the second full year
following the effective date of the Initial Agreement, in each case provided the
Fund's assets at the time of the scheduled increase are at least 80% of the
Initial Assets.
- ----------------------------------- -----------------------------------------------------------------------------------
FIXED INCOME FUND: 0.35% of the average daily net assets of the Fund. However, with respect to the
amount of assets in the Fixed Income Fund on the effective date following the
effective date of the Initial Agreement (the "Initial Assets"), the sub-advisory
fee shall be 0.15% of average daily net assets during the first full year
following the effective date of the Initial Agreement. The sub-advisory fee on
the Initial Assets shall increase to 0.25% after the first full year following
the effective date of the Initial Agreement, and shall increase to 0.35% after
the second full year following the effective date of the Initial Agreement, in
each case provided the Fund's assets at the time of the scheduled increase are at
least 80% of the Initial Assets.
- ----------------------------------- -----------------------------------------------------------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to
be executed by their officers designated below as of the date set forth below.
EQUITY ANALYSTS, INC. RIVERPOINT CAPITAL MANAGEMENT, INC.
By: By:
---------------------------- ------------------------------
Name: Name:
------------------------ ------------------------------
Title: Title:
----------------------- ------------------------------
This Addendum A is executed on October [___], 2002.
PROXY
ANALYSTS STOCK FUND
SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 15, 2002
The undersigned shareholder of the Analysts Stock Fund, (the "Fund"), a series
of Analysts Investment Trust (the "Trust"), hereby nominates, constitutes and
appoints Jennifer Kelhoffer and Mark Srofe, and each of them, the attorney,
agent and proxy of the undersigned, with full powers of substitution, to vote
all the shares of the Fund which the undersigned is entitled to vote at the
Special Meeting of Shareholders to be held at 7750 Montgomery Road, Cincinnati,
Ohio 45236, on november 15, 2002 at 9:00 a.m., (EDT), and at any and all
adjournments thereof, as fully and with the same force and effect as the
undersigned might or could do if personally present as follows:
PROPOSAL I. APPROVAL OF MANAGEMENT AGREEMENT
APPROVAL OF A NEW MANAGEMENT AGREEMENT WITH EQUITY ANALYSTS, INC.
|_| FOR |_| AGAINST |_| ABSTAIN
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSAL.
PROPOSAL II. APPROVAL OF A SUB-ADVISORY AGREEMENT
APPROVAL OF A NEW SUB-ADVISORY AGREEMENT BETWEEN EQUITY ANALYSTS, INC. AND
RIVERPOINT CAPITAL MANAGEMENT, INC.
|_| FOR |_| AGAINST |_| ABSTAIN
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSAL.
PROPOSAL III. ELECTION OF TRUSTEES
TO ELECT THE TWO PERSONS NAMED BELOW TO SERVE UNTIL THEIR SUCCESSORS ARE ELECTED
AND HAVE QUALIFIED:
TIMOTHY MACKEY
DAWN SZELIGA
|_| AUTHORITY GIVEN |_| AUTHORITY WITHHELD
THE BOARD OF TRUSTEES RECOMMENDS AN "AUTHORITY GIVEN" VOTE FOR THE ABOVE
PROPOSAL. IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ONE BUT NOT BOTH OF THE
NOMINEES, YOU SHOULD CHECK THE BOX MARKED "AUTHORITY GIVEN" AND YOU SHOULD ENTER
THE NAME OF THE NOMINEE FOR WHOM YOU WISH TO WITHHOLD AUTHORITY TO VOTE IN THE
SPACE PROVIDED BELOW:
--------------------------------------------
PROPOSAL IV. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
TO RATIFY THE SELECTION OF INDEPENDENT ACCOUNTANTS FOR THE TRUST.
|_| FOR |_| AGAINST |_| ABSTAIN
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSAL.
THE PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES UNLESS A CONTRARY INSTRUCTION IS INDICATED, IN WHICH CASE THE PROXY
SHALL BE VOTED IN ACCORDANCE WITH SUCH INSTRUCTIONS. IN ALL OTHER MATTERS, IF
ANY, PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED IN THE DISCRETION OF
THE PROXY HOLDERS, IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES, IF ANY.
________________ DATED ,2002
---------------------
(Number of Shares)
- ---------------------------------------- -----------------------------
(Please Print Your Name) (Please Print Your Name)
- ---------------------------------------- -----------------------------
(Signature of Shareholder) (Signature of Shareholder)
Please date this proxy and sign your name [as
it appears on the label]. Executors, administrators, trustees,
etc. should give their full titles. All joint owners should sign.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUST'S BOARD OF TRUSTEES, AND MAY BE
REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE PRESIDENT OF THE TRUST AN
INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR
BY APPEARING IN PERSON AND VOTING AT THE MEETING.
PROXY
ANALYSTS FIXED INCOME FUND
SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 15, 2002
The undersigned shareholder of the Analysts Fixed Income Fund (the "Fund"), a
series of Analysts Investment Trust (the "Trust"), hereby nominates, constitutes
and appoints Jennifer Kelhoffer and Mark Srofe, and each of them, the attorney,
agent and proxy of the undersigned, with full powers of substitution, to vote
all the shares of the Fund which the undersigned is entitled to vote at the
Special Meeting of Shareholders to be held at 7750 Montgomery Road, Cincinnati,
Ohio 45236, on November 15, 2002 at 9:00 a.m., (EDT), and at any and all
adjournments thereof, as fully and with the same force and effect as the
undersigned might or could do if personally present as follows:
PROPOSAL I. APPROVAL OF MANAGEMENT AGREEMENT
APPROVAL OF A NEW MANAGEMENT AGREEMENT WITH EQUITY ANALYSTS, INC.
|_| FOR |_| AGAINST |_| ABSTAIN
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSAL.
PROPOSAL II. APPROVAL OF A SUB-ADVISORY AGREEMENT
APPROVAL OF A NEW SUB-ADVISORY AGREEMENT BETWEEN EQUITY ANALYSTS, INC. AND
RIVERPOINT CAPITAL MANAGEMENT, INC.
|_| FOR |_| AGAINST |_| ABSTAIN
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSAL.
PROPOSAL III. ELECTION OF TRUSTEES
TO ELECT THE TWO PERSONS NAMED BELOW TO SERVE UNTIL THEIR SUCCESSORS ARE ELECTED
AND HAVE QUALIFIED:
TIMOTHY MACKEY
DAWN SZELIGA
|_| AUTHORITY GIVEN |_| AUTHORITY WITHHELD
THE BOARD OF TRUSTEES RECOMMENDS AN "AUTHORITY GIVEN" VOTE FOR THE ABOVE
PROPOSAL. IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ONE BUT NOT BOTH OF THE
NOMINEES, YOU SHOULD CHECK THE BOX MARKED "AUTHORITY GIVEN" AND YOU SHOULD ENTER
THE NAME OF THE NOMINEE FOR WHOM YOU WISH TO WITHHOLD AUTHORITY TO VOTE IN THE
SPACE PROVIDED BELOW:
--------------------------------------------
PROPOSAL IV. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
TO RATIFY THE SELECTION OF INDEPENDENT ACCOUNTANTS FOR THE TRUST.
|_| FOR |_| AGAINST |_| ABSTAIN
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSAL.
THE PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES UNLESS A CONTRARY INSTRUCTION IS INDICATED, IN WHICH CASE THE PROXY
SHALL BE VOTED IN ACCORDANCE WITH SUCH INSTRUCTIONS. IN ALL OTHER MATTERS, IF
ANY, PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED IN THE DISCRETION OF
THE PROXY HOLDERS, IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES, IF ANY.
________________ DATED ,2002
---------------------
(Number of Shares)
- ---------------------------------------- -----------------------------
(Please Print Your Name) (Please Print Your Name)
- ---------------------------------------- -----------------------------
(Signature of Shareholder) (Signature of Shareholder)
Please date this proxy and sign your name [as
it appears on the label]. Executors, administrators, trustees,
etc. should give their full titles. All joint owners should sign.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUST'S BOARD OF TRUSTEES, AND MAY BE
REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE PRESIDENT OF THE TRUST AN
INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR
BY APPEARING IN PERSON AND VOTING AT THE MEETING.
PROXY
ANALYSTS AGGRESSIVE STOCK FUND
SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 15, 2002
The undersigned shareholder of the Analysts Aggressive Stock Fund (the "Fund"),
a series of Analysts Investment Trust (the "Trust"), hereby nominates,
constitutes and appoints Jennifer Kelhoffer and Mark Srofe, and each of them,
the attorney, agent and proxy of the undersigned, with full powers of
substitution, to vote all the shares of the Fund which the undersigned is
entitled to vote at the Special Meeting of Shareholders to be held at 7750
Montgomery Road, Cincinnati, Ohio 45236, on October November 15, 2002 at 9:00
a.m., (EDT), and at any and all adjournments thereof, as fully and with the same
force and effect as the undersigned might or could do if personally present as
follows:
PROPOSAL I. APPROVAL OF MANAGEMENT AGREEMENT
APPROVAL OF A NEW MANAGEMENT AGREEMENT WITH EQUITY ANALYSTS, INC.
|_| FOR |_| AGAINST |_| ABSTAIN
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSAL.
PROPOSAL II. APPROVAL OF A SUB-ADVISORY AGREEMENT
APPROVAL OF A NEW SUB-ADVISORY AGREEMENT BETWEEN EQUITY ANALYSTS, INC. AND
RIVERPOINT CAPITAL MANAGEMENT, INC.
|_| FOR |_| AGAINST |_| ABSTAIN
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSAL.
PROPOSAL III. ELECTION OF TRUSTEES
TO ELECT THE TWO PERSONS NAMED BELOW TO SERVE UNTIL THEIR SUCCESSORS ARE ELECTED
AND HAVE QUALIFIED:
TIMOTHY MACKEY
DAWN SZELIGA
|_| AUTHORITY GIVEN |_| AUTHORITY WITHHELD
THE BOARD OF TRUSTEES RECOMMENDS AN "AUTHORITY GIVEN" VOTE FOR THE ABOVE
PROPOSAL. IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ONE BUT NOT BOTH OF THE
NOMINEES, YOU SHOULD CHECK THE BOX MARKED "AUTHORITY GIVEN" AND YOU SHOULD ENTER
THE NAME OF THE NOMINEE FOR WHOM YOU WISH TO WITHHOLD AUTHORITY TO VOTE IN THE
SPACE PROVIDED BELOW:
--------------------------------------------
PROPOSAL IV. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
TO RATIFY THE SELECTION OF INDEPENDENT ACCOUNTANTS FOR THE TRUST.
|_| FOR |_| AGAINST |_| ABSTAIN
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSAL.
THE PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES UNLESS A CONTRARY INSTRUCTION IS INDICATED, IN WHICH CASE THE PROXY
SHALL BE VOTED IN ACCORDANCE WITH SUCH INSTRUCTIONS. IN ALL OTHER MATTERS, IF
ANY, PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED IN THE DISCRETION OF
THE PROXY HOLDERS, IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES, IF ANY.
________________ DATED ,2002
---------------------
(Number of Shares)
- ---------------------------------------- -----------------------------
(Please Print Your Name) (Please Print Your Name)
- ---------------------------------------- -----------------------------
(Signature of Shareholder) (Signature of Shareholder)
Please date this proxy and sign your name [as
it appears on the label]. Executors, administrators, trustees,
etc. should give their full titles. All joint owners should sign.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUST'S BOARD OF TRUSTEES, AND MAY BE
REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE PRESIDENT OF THE TRUST AN
INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR
BY APPEARING IN PERSON AND VOTING AT THE MEETING.