SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
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CCMI Funds
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CCMI Funds
431 North Pennsylvania Street, Indianapolis, Indiana 46204
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held December 29, 2004
Dear Shareholders:
The Board of Trustees of CCMI Funds (the "Trust") has called a special
meeting of shareholders (the "Special Meeting") of the CCMI Equity Fund, the
CCMI Bond Fund and the CCMI Tax-Exempt North Carolina Bond Fund, each a series
of the Trust, to be held at the principal offices of the Trust, 431 North
Pennsylvania Street, Indianapolis, Indiana, 46204, on December 29, 2004 at 10:00
a.m., Eastern Time, for the following purposes:
1. Approval of a new investment advisory agreement
between the Trust and Commerce Capital Management,
Inc.
2. Approval of a new investment advisory agreement
between the Trust and Trusco Capital Management, Inc.
3. Transaction of such other business as may properly
come before the Special Meeting or any adjournments
thereof.
Shareholders of record at the close of business on Monday, November 29,
2004 are entitled to notice of, and to vote at, the Special Meeting and any
adjournment(s) or postponement(s) thereof.
Order of the Board of Trustees
Freddie Jacobs, Jr.
Secretary
, 2004
-----------------
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE SPECIAL MEETING, PLEASE COMPLETE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE WHETHER OR
NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING. IF YOU ATTEND THE SPECIAL
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
CCMI Funds
431 North Pennsylvania Street, Indianapolis, Indiana 46204
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
To Be Held December 29, 2004
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of CCMI Funds (the "Trust") on behalf of the
CCMI Equity Fund, the CCMI Bond Fund and the CCMI Tax-Exempt North Carolina Bond
Fund (each a "Fund" and collectively, the "Funds") for use at a Special Meeting
of Shareholders (the "Special Meeting"), to be held at the principal offices of
the Trust, 431 North Pennsylvania Street, Indianapolis, Indiana, 46204, on
December 29, 2004 at 10:00 a.m., Eastern Time, and at any and all adjournments
thereof. The Notice of the Special Meeting, Proxy Statement and accompanying
form of proxy will first be mailed to shareholders on or about December 13,
2004.
Commerce Capital Management, Inc. ("CCM") currently serves as the
Funds' investment adviser. CCM previously was a wholly-owned subsidiary of
National Commerce Financial Corporation. On October 1, 2004, SunTrust Banks,
Inc. ("SunTrust") acquired all of the outstanding shares of National Commerce
Financial Corporation (the "Acquisition"). As a result of the Acquisition, CCM
will be dissolved and cease operations as an investment manager (the
"Dissolution"). The Dissolution is expected to occur on or about December 31,
2004. Accordingly, CCM will no longer be able to serve as investment adviser to
the Funds. Shareholders are, therefore, being asked to approve (i) a new
investment advisory agreement between the Trust and CCM, and (ii) a new
investment advisory agreement between the Trust and Trusco Capital Management,
Inc. ("Trusco"), a registered investment adviser and direct wholly-owned
subsidiary of SunTrust. If approved, Trusco will serve as investment adviser to
the Funds beginning on or about December 30, 2004.
A copy of the Trust's most recent annual report for the fiscal year
ended May 31, 2004, is available at no charge by sending a written request to
the Trust's transfer agent, Unified Fund Services, Inc., at 431 North
Pennsylvania Street, Indianapolis, Indiana 46204 or by calling 800- 386-3111.
Background
Commerce Capital Management, Inc. ("CCM") currently serves as the
Funds' investment adviser. Prior to October 1, 2004, CCM was a wholly-owned
subsidiary of National Commerce Financial Corporation. On October 1, 2004,
SunTrust Banks, Inc. ("SunTrust") acquired all of the outstanding shares of
National Commerce Financial Corporation (the "Acquisition").
Under the Investment Company Act of 1940, as amended (the "1940 Act"),
a transaction that results in a change of control of an investment adviser may
be deemed an "assignment." The 1940 Act further provides that an advisory
agreement automatically terminates in the event of its assignment. The
Acquisition resulted in a "change in control" of National Commerce Financial
Corporation and CCM, its wholly-owned subsidiary, and caused the "assignment"
and resulting termination of the advisory agreement between the Trust and CCM.
On September 12 and 13, 2004, the Board of Trustees of the Trust
approved an interim investment advisory agreement (the "Interim Advisory
Agreement") between the Trust and CCM. The Interim Advisory Agreement took
effect on October 1, 2004 following the change of control of CCM. The purpose of
the Interim Advisory Agreement is to allow CCM to continue managing the Funds
assets until shareholders approve a new investment advisory agreement for the
Funds. On September 12 and 13, 2004 the Board also approved a new investment
advisory contract ("New CCM Advisory Agreement") for the Funds with CCM, subject
to shareholder approval. As a result, the shareholders of the Funds are being
asked approve the New CCM Advisory Agreement. The primary purpose of this
proposal is to allow CCM to receive compensation for investment advisory
services performed on behalf of each Fund under the Interim Advisory Agreement
between October 1, 2004 and December 30, 2004.
The Board of Trustees is recommending that the shareholders of each
Fund approve the New CCM Advisory Agreement. On September 12 and 13, 2004, the
Trustees and the Trustees who are not "interested persons" (the "Independent
Trustees"), as such term is defined in the 1940 Act, by unanimous votes approved
the New CCM Advisory Agreement. In accordance with the 1940 Act, this matter is
being submitted to the shareholders of each Fund for their approval.
As a result of the Acquisition, CCM will be dissolved and cease
operations as an investment adviser and will, therefore, be unable to continue
serving as investment adviser to the Funds. The Dissolution is expected to occur
on or about December 31, 2004. On November 17, 2004 and December 13, 2004 the
Board, subject to shareholder approval, approved the appointment of Trusco
Capital Management, Inc. ("Trusco"), a registered investment adviser and
wholly-owned subsidiary of SunTrust, as the investment adviser to the Funds, and
approved a new investment advisory agreement (the "New Advisory Agreement")
between the Trust and Trusco. Accordingly, shareholders are now being asked to
approve the New Advisory Agreement.
The Board of Trustees of the Trust has determined that it is in the
best interests of the Trust to retain Trusco as investment adviser to each Fund
going forward. Therefore, the Board of Trustees is recommending that the
shareholders of each Fund approve the New Advisory Agreement. On November 17,
2004 and December 13, 2004, the Independent Trustees, by unanimous votes
approved the New Advisory Agreement. In accordance with the 1940 Act, this
matter is being submitted to the shareholders of each Fund for their approval.
Until October 1, 2004, CCM served as the investment adviser to the
Funds pursuant to an investment advisory agreement between the Trust and CCM
dated May 10, 2001 (the "Old Advisory Agreement"). The Old Advisory Agreement
was approved by shareholders of each Fund upon commencement of operations of
each Fund.
Under the terms of the Old Advisory Agreement, CCM was required to
provide investment research and supervision of the investments of each of the
Funds and conduct a continuous program of investment evaluation, disposition and
reinvestment of each Fund's assets. Each Fund paid or caused to be paid all of
its own expenses and its allocable share of Trust expenses, including without
limitation, the expenses of organizing the Trust and continuing its existence.
The Old Advisory Agreement provided that in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations or
duties under the contract on the part of CCM, CCM shall not be liable to the
Trust or to any of the Funds or to any shareholder for any act or omission in
the course of or connected in any way with rendering services or for any losses
that may be sustained in the purchase, holding, or sale of any security.
As compensation for its advisory services, the CCMI Equity Fund and the
CCMI Bond Fund were obligated to pay CCM a fee accrued and paid daily at an
annual rate of 0.85% and 0.60%, respectively, of each Fund's average daily net
assets. The CCMI Tax-Exempt North Carolina Bond Fund was obligated to pay CCM a
fee computed and accrued daily and paid monthly at an annual rate of 0.40% of
its average daily net assets.
The following table provides information regarding the fees earned by
CCM under the Old Advisory Agreement for the fiscal year ended May 31, 2004:
<table>
<s> <c> <c> <c>
- ------------------------------------- -------------------------- ------------------------- --------------------------
Fee Waiver/Expense
CCMI Fund Fees Earned Reimbursement Net Fees to CCM
- ------------------------------------- -------------------------- ------------------------- --------------------------
CCMI Equity Fund $893,368 $295,933 $597,435
- ------------------------------------- -------------------------- ------------------------- --------------------------
CCMI Bond Fund $689,835 $249,794 $440,041
- ------------------------------------- -------------------------- ------------------------- --------------------------
CCMI Tax-Exempt North Carolina Bond $41,015 $15,637 $25,378
Fund1
- ------------------------------------- -------------------------- ------------------------- --------------------------
</table>
1 For the period January 8, 2004 (commencement of operations) through May 31,
2004.
CCM serves as investment adviser of each Fund pursuant to the Interim
Advisory Agreement, which terminates 150 days after the date of the change in
control (October 1, 2004) or upon approval of the New CCM Advisory Agreement by
shareholders of the Funds, if earlier. Under the Interim Advisory Agreement, all
fees are placed in an escrow account pending approval of the New CCM Advisory
Agreement by shareholders. If shareholders of a Fund do not approve the New CCM
Advisory Agreement, CCM will be paid the lesser of the costs incurred in
performing its services under the Interim Advisory Agreement or the total amount
in the escrow account for the Fund, plus interest earned.
PROPOSAL 1: APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE
TRUST AND COMMERCE CAPITAL MANAGEMENT, INC.
The New CCM Advisory Agreement
At meetings on September 12 and 13, 2004, the Board of Trustees
approved the New CCM Advisory Agreement for the Funds, subject in each case to
approval by the shareholders of the respective Fund. The New CCM Advisory
Agreement is identical in all material respects to the Old Advisory Agreement,
with the exception of technical amendments arising from changes in the date of
its execution, effectiveness and termination. Under the terms of the New CCM
Advisory Agreement, CCM provides investment research and supervision of the
investments of each of the Funds and conducts a continuous program of investment
evaluation, disposition and reinvestment of each Fund's assets.
The New CCM Advisory Agreement provides that in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations or
duties under the agreement on the part of CCM, CCM shall not be liable to the
Trust or to any of the Funds or to any shareholder for any act or omission in
the course of or connected in any way with rendering services or for any losses
that may be sustained in the purchase, holding, or sale of any security. The New
CCM Advisory Agreement may be terminated as to any Fund at any time, on sixty
days written notice, without the payment of any penalty, by the Board of
Trustees, by a vote of the majority of the outstanding voting securities of the
Fund, or by CCM. The New CCM Advisory Agreement automatically and immediately
terminates in the event of an assignment (as defined in the Investment Company
Act). The Trustees intend that the New CCM Advisory Agreement remain in effect
only until the effective date of the New Advisory Agreement, which is
anticipated to be on or about December 30, 2004.
The New CCM Advisory Agreement is attached as Exhibit 1. You should
read the New CCM Advisory Agreement. The description in this Proxy Statement of
the New CCM Advisory Agreement is only a summary.
Information Concerning CCM
The names, addresses and principal occupations of the principal
executive officer and directors of CCM are set forth below:
<table>
<s> <c> <c>
- ---------------------------------- -------------------------------------- --------------------------------------------
Name and Address Position with CCM Principal Occupation
- ---------------------------------- -------------------------------------- --------------------------------------------
Robert P. Langell Chief Executive Office and Chairman Chief Executive Officer, Commerce Capital
850 Ridgelake Boulevard, #101, of the Board of Directors Management, Inc.
Memphis, TN 38120
- ---------------------------------- -------------------------------------- --------------------------------------------
R. Grattan Brown Jr. Director Attorney, Glankler Brown PLLC
850 Ridgelake Boulevard, #101,
Memphis, TN 38120
- ---------------------------------- -------------------------------------- --------------------------------------------
Susan Craft Director Attorney, SunTrust Banks, Inc.
850 Ridgelake Boulevard, #101,
Memphis, TN 38120
- ---------------------------------- -------------------------------------- --------------------------------------------
Les Edwards Director Senior Vice President - Wealth Management,
850 Ridgelake Boulevard, #101, SunTrust Banks, Inc.
Memphis, TN 38120
- ---------------------------------- -------------------------------------- --------------------------------------------
David Popwell Director Executive Vice President, SunTrust Banks,
850 Ridgelake Boulevard, #101, Inc.
Memphis, TN 38120
- ---------------------------------- -------------------------------------- --------------------------------------------
Chris Ward Director Senior Vice President - Trust Division
850 Ridgelake Boulevard, #101, Manager, SunTrust Banks, Inc.
Memphis, TN 38120
- ---------------------------------- -------------------------------------- --------------------------------------------
The following persons own 10% or more of CCM.
- -------------------------------------------------- ---------------------------------- --------------------------------
Name Address Ownership
- -------------------------------------------------- ---------------------------------- --------------------------------
SunTrust Banks, Inc. 303 Peachtree Street, N.E., 100%
Atlanta, GA 30308
- -------------------------------------------------- ---------------------------------- --------------------------------
</table>
Evaluation By The Board Of Trustees.
At meetings on September 12 and 13, 2004, the Board of Trustees
determined that continuity and efficiency of portfolio investment advisory
services after the change of control of CCM could best be assured by approving
the New CCM Advisory Agreement. In addition, in order for CCM to receive the
full fees specified in the Interim Advisory Agreement for services performed on
the Funds' behalf from October 1, 2004 through December 30, 2004, shareholders
must approve the New CCM Advisory Agreement. The Board believed that the New CCM
Advisory Agreement would enable the Funds to continue to obtain investment
advisory services of high quality at costs that it deems appropriate and
reasonable and that approval of the New CCM Advisory Agreement was in the best
interests of the Funds and their shareholders. The Board, including the
Independent Trustees, evaluated the New CCM Advisory Agreement with CCM for the
Funds and the benefit to the Funds of retaining CCM as the investment manager
pending shareholder approval of the New Advisory Agreement.
The Board discussed the nature, extent, and quality of the services to
be provided by CCM under the New CCM Advisory Agreement. As to the nature and
extent of the services, the Trustees considered the services required of CCM
under the contract and concluded that the requirements were reasonable and
consistent with the Board's expectations for an investment adviser. As to the
quality of the services, the Board considered the level of service provided by
CCM under the Old Advisory Agreement. The Board discussed CCM's practices for
monitoring the Funds' compliance with applicable regulations, CCM's quarterly
reporting to the Board, performance of the Funds and other relevant matters.
Officers of CCM advised the Board that there would be no changes in CCM
personnel that are associated with or provide services to the Funds. The Board
concluded that CCM would have adequate resources to provide high quality
advisory services to the Funds, and that the acquisition of CCM by SunTrust
could result in additional resources to CCM that would benefit the Funds.
The Board also discussed the investment performance of the Funds. The
Trustees reviewed information regarding the performance of each Fund as of June
30, 2004 compared to other mutual funds with similar investment strategies and
comparable asset levels. It was the consensus of the Board members that the
Funds had performed reasonably well relative to their peers. The Board
considered the cost of the services to be provided by CCM, reviewing the total
expense ratios after reimbursement by CCM, of each Fund. They reviewed
information regarding each Fund's management fee compared to its respective
mutual fund peer group.
The Board also reviewed information regarding the financial condition
of CCM and SunTrust and reviewed material provided by CCM regarding fees charged
by CCM for separate account clients. In light of the significant additional
expense necessary to act as investment adviser to a mutual fund, the Board
concluded that the fees charged by CCM were reasonable in relationship to the
fees charged by CCM to individual accounts with significant asset levels. The
Board viewed as significant CCM's continued willingness to waive a portion of
its fees in order to reduce total Fund expenses.
As a result of their considerations, the Board of Trustees concluded
that the fees to be charged by CCM were reasonable and determined that the New
CCM Advisory Agreement is in the best interests of each Fund and its
shareholders. Accordingly, the Board of Trustees, including all of the
Independent Trustees, unanimously approved the New CCM 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 NEW CCM ADVISORY
AGREEMENT.
PROPOSAL 2: APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST
AND TRUSCO CAPITAL MANAGEMENT, INC.
The New Advisory Agreement
The Trust's Board of Trustees, including a majority of the Independent
Trustees, unanimously approved the New Advisory Agreement at meetings of the
Board of Trustees held on November 17, 2004 and December 13, 2004. The New
Advisory Agreement will become effective as to each Fund upon approval by its
shareholders. The New Advisory Agreement is identical in all material respects
to the Old and Interim Advisory Agreements, with the exception of technical
amendments arising from changes in: (i) the date of its execution, effectiveness
and termination; and (ii) the parties.
The New Advisory Agreement provides that it will remain in force for an
initial term of two years, and from year to year thereafter, subject to annual
approval by (i) the Board of Trustees, or (ii) a vote of a majority (as defined
in the 1940 Act) of the outstanding shares of the Fund; provided that in either
event continuance is also approved by a majority of the trustees who are not
affiliated with Trusco (the "Independent Trustees"), by a vote cast in person at
a meeting called for the purpose of voting on such approval. The New Advisory
Agreement may be terminated at any time, on sixty days written notice, without
the payment of any penalty, by the Board of Trustees, by a vote of the majority
of the outstanding voting securities of the Fund, or by Trusco. The New Advisory
Agreement automatically and immediately terminates in the event of an assignment
(as defined in the 1940 Act).
The New Advisory Agreement is attached as Exhibit2. You should read the
New Advisory Agreement. The description in this Proxy Statement of the New
Advisory Agreement is only a summary.
Information About Trusco
Trusco is a professional investment management firm registered
with the U.S. Securities and Exchange Commission ("SEC") under the Investment
Advisers Act of 1940. The principal business address of Trusco is 50 Hurt Plaza,
Suite 1400, Atlanta, Georgia 30303. In addition to providing advisory services
to the STI Classic Funds and the STI Classic Variable Trust, Trusco provides
investment management and advisory services to individual and institutional
clients. As of September 30, 2004, Trusco had discretionary management authority
with respect to approximately $51.5 billion of assets under management.
Set forth below are the names and principal occupations of the directors and the
principal executive officer of Trusco:
<table>
<s> <c> <c>
- ---------------------------------- -------------------------------------- --------------------------------------------
Name and Address Position with Trusco Principal Occupation
- ---------------------------------- -------------------------------------- --------------------------------------------
Douglas S. Phillips Director, President and Chief President and Chief Executive Officer,
50 Hurt Plaza Executive Officer Trusco Capital Management, Inc.
Atlanta, Georgia 30303
- ---------------------------------- -------------------------------------- --------------------------------------------
James M. Wells Director Vice Chairman, SunTrust Banks, Inc.
303 Peachtree Street
Atlanta, Georgia 30302
- ---------------------------------- -------------------------------------- --------------------------------------------
Paul L. Robertson, III Director, Executive Vice President Executive Vice President and Secretary,
50 Hurt Plaza and Secretary Trusco Capital Management, Inc.
Atlanta, Georgia 30303
- ---------------------------------- -------------------------------------- --------------------------------------------
William H. Rogers Director Executive Vice President, Head of Private
303 Peachtree Street Client Services, SunTrust Banks, Inc.
Atlanta, Georgia 30302
- ---------------------------------- -------------------------------------- --------------------------------------------
</table>
Trusco serves as investment adviser to the following U.S.
registered investment company portfolios of STI Classic Funds, which have
similar investment objectives to the Funds. The portfolios' approximate net
assets as of May 31, 2004, and the annual advisory fees payable by the portfolio
to Trusco are as follows:
<table>
<s> <c> <c>
- ---------------------------------- ----------------------------------------- ------------------------------------------
Approximate Net Assets/
CCMI Fund Similar Fund(s) Advisory Fee Rate of Similar Fund
- ---------------------------------- ----------------------------------------- ------------------------------------------
CCMI Equity Fund Growth & Income Fund $926,372,000/0.90%
- ---------------------------------- ----------------------------------------- ------------------------------------------
CCMI Bond Fund Investment Grade Bond Fund $633,935,000/0.74%
- ---------------------------------- ----------------------------------------- ------------------------------------------
CCMI Tax-Exempt North Carolina Florida Tax-Exempt Bond Fund $190,923,000/0.65%
Bond Fund Georgia Tax-Exempt Bond Fund $114,199,000/0.65%
Maryland Municipal Bond Fund $48,632,000/0.65%
Virginia Municipal Bond Fund $53,343,000/0.65%
- ---------------------------------- ----------------------------------------- ------------------------------------------
</table>
The Trustees of the Trust, including all of the Independent Trustees,
approved the selection of Trusco as investment adviser to the Funds and the form
of the New Advisory Agreement at Board meetings held on November 17, 2004 and
December 13, 2004. The Trustees based their approval on information provided on
behalf of Trusco at the November meeting, including an overview of Trusco, a
description of the firm's investment professionals, array of services and client
list, a review of the portfolio managers Trusco proposed to use for each Fund
and the performance of comparable mutual funds managed by each portfolio
manager. Trusco described its investment strategy and performance for clients
similar to each Fund, as well as its compliance systems and procedures for
securing best execution on Fund trades. The Trustees also reviewed information
on the financial condition of Trusco, and reviewed and discussed the soft dollar
benefits that may accrue to Trusco as a result of trading for the CCMI Equity
Fund.
The Trustees met with representatives of Trusco and considered
information about key personnel, investment philosophy and process, and
performance track record, among other factors. The representatives of Trusco, in
response to questions of the Trustees, indicated that the advisory fees would
remain unchanged from current levels and that the current levels of fee waiver
and/or expense reimbursement would continue if Trusco is approved as investment
adviser. They emphasized that Trusco, with significantly greater internal legal,
compliance, trading, systems, financial and other resources, could enhance the
quality of services to each Fund's shareholders. They also pointed out that over
recent periods, the comparable mutual fund managed by Trusco had outperformed
the corresponding CCMI Fund in the case of the CCMI Equity Fund and the CCMI
Bond Fund, and that the performance of Trusco managed state tax-exempt bond
funds was reasonably good relative to their peers. The Trustees acknowledged
that they had concluded that the current advisory fee levels, with fee
waivers/expense reimbursements, were reasonable in their consideration of the
Old Advisory Agreement.
In determining to recommend that the shareholders approve the New
Advisory Agreement with Trusco, the Trustees carefully evaluated the investing
experience of Trusco's key personnel and the quality of services that Trusco can
be expected to provide to each Fund, including (1) the excellent relative
performance of Trusco; (2) the nature and quality of the services expected to be
rendered to the Funds by Trusco; (3) the history, reputation, qualification and
background of Trusco's personnel and its financial condition; (4) Trusco's
practices for monitoring the Fund's compliance with applicable regulations; (5)
the advisory fee and expense ratios of comparable Trusco mutual fund clients;
and (6) other factors deemed relevant. The Trustees viewed as significant that
the advisory fees to be paid to Trusco by each Fund under the New Advisory
Agreement would be at the same rate as the advisory fees payable to CCM under
the Old Advisory Agreement, and that Trusco has committed to continue the
voluntary waivers and/or expense reimbursements through the end of the fiscal
year.
The Board discussed the nature, extent, and quality of the services to
be provided by Trusco under the New Advisory Agreement and concluded that the
requirements were reasonable and consistent with the Board's expectations for an
investment adviser. The Board further concluded that Trusco would have adequate,
if not additional, resources to provide high quality advisory services to the
Funds. The Board also viewed as significant Trusco's willingness to waive a
portion of its fees in order to reduce total Fund expenses.
As a result of their considerations, the Board of Trustees determined
that the New Advisory Agreement is in the best interests of each Fund and its
shareholders. Accordingly, the Board of Trustees, including all of the
Independent Trustees, unanimously approved the New 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 NEW ADVISORY
AGREEMENT.
OTHER INFORMATION
Operation of the Funds
The Funds are diversified series of CCMI Funds, an open-end management
investment company organized as a Massachusetts business trust on December 11,
1991. The Board of Trustees supervises the business activities of the Funds.
Like other mutual funds, the Trust retains various organizations to perform
specialized services. As described above, the Trust currently retains Commerce
Capital Management, Inc., 850 Ridgelake Boulevard, #101, Memphis, TN 38120, as
its investment adviser. Unified Fund Services, Inc., 431 North Pennsylvania
Street, Indianapolis, Indiana 46204, has been retained to manage the Trust's
business affairs and provide the Trust with administrative services, and to act
as the Fund's transfer agent and fund accountant. The Trust also retains Unified
Financial Securities, Inc., 431 North Pennsylvania Street, Indianapolis, Indiana
46204 to act as the principal distributor of the Fund's 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 Special Meeting. A
proxy for voting your shares at the Special Meeting is enclosed. The shares
represented by each valid proxy received in time will be voted at the Special
Meeting as specified. If no specification is made, the shares represented by a
duly executed proxy will be voted for approval of the proposed New Advisory
Agreement between the Trust and Trusco and at the discretion of the holders of
the proxy on any other matter that may come before the Special 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 Special Meeting.
Voting Securities and Voting
The close of business on Monday, November 29, 2004 is the record date for
determining the shareholders entitled to notice of and to vote at the Special
Meeting or any adjournment(s) thereof (the "Record Date"). As of the Record
Date, the following shares of beneficial interest of each Fund were issued and
outstanding:
- --------------------------------------------- ----------------------------------
CCMI Fund Shares
- --------------------------------------------- ----------------------------------
CCMI Equity Fund
- --------------------------------------------- ----------------------------------
CCMI Bond Fund
- --------------------------------------------- ----------------------------------
CCMI Tax-Exempt North Carolina Bond Fund
- --------------------------------------------- ----------------------------------
Only shareholders of record on the Record Date are entitled to vote at
the Special 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 Special Meeting. The presence, in person or by proxy, of the
holders of at least one half of the aggregate number of shares of a Fund
entitled to vote is necessary to constitute a quorum for the Fund at the Special
Meeting.
An affirmative vote of the holders of a majority of the outstanding
shares of each Fund is required for the approval of the proposed New Advisory
Agreement as to that Fund. As defined in the 1940 Act, a vote of the holders of
a majority of the outstanding shares of a Fund means the vote of (1) 67% or more
of the voting shares of the Fund present at the Special Meeting, if the holders
of more than 50% of the outstanding shares of the Fund are present in person or
represented by proxy, or (2) more than 50% of the outstanding voting shares of
the Fund, whichever is less.
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 Special Meeting, but they are not affirmative votes for any
proposal. As a result, with respect to approval of the proposed management
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.
Security Ownership of Management
As a group, the officers and Trustees of the Trust own less than 1% of the
outstanding Shares of the Fund
Security Ownership of Certain Beneficial Owners
The following list indicates the ownership by shareholders who, to
the best knowledge of the Trust, were the owners of more than 5% of the
outstanding shares of the Fund on the Record Date:
<table>
<s> <c> <c> <c>
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Name and Address of Amount and Nature of Percentage of Outstanding
Name of Fund Beneficial Owner Beneficial Ownership Shares of the Fund
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
</table>
As of the Record Date, the Trust knows of no other person (including
any "group" as that term is used in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended) that beneficially owns more than 5% of the outstanding
shares of the Fund.
Shareholder Proposals
The Trust has not received any shareholder proposals to be considered
for presentation at the Special Meeting. Under the proxy rules of the SEC,
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 assure its
inclusion in its 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 1940 Act, which must be met by convening such a shareholder meeting.
Any shareholder proposal should be sent to Freddie Jacobs, Jr., Secretary,
Ameriprime Funds, 431 North Pennsylvania Street, Indianapolis, Indiana 46204.
Cost of Solicitation
The Board of Trustees of the Trust is making this solicitation of
proxies. The cost of preparing and mailing this Proxy Statement, the
accompanying Notice of Special Meeting and proxy and any additional materials
relating to the Special Meeting and the cost of soliciting proxies will be borne
by Trusco. In addition to solicitation by mail, the Trust will request banks,
brokers and other custodial nominees and fiduciaries to supply proxy materials
to the beneficial owners of shares of the Fund of whom they have knowledge, and
Trusco will reimburse them for their expenses in so doing. Certain officers,
employees and agents of the Trust and Trusco may solicit proxies in person or by
telephone, facsimile transmission or mail, for which they will not receive any
special compensation.
Other Matters
The Trust's Board of Trustees knows of no other matters to be presented
at the Special Meeting other than as set forth above. If any other matters
properly come before the Special 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 may
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 800-386-3111, or write the
Trust's transfer agent, Unified Fund Services, Inc., at 431 North Pennsylvania
Street, Indianapolis, Indiana 46204.
BY ORDER OF THE BOARD OF TRUSTEES
Freddie Jacobs, Jr.
Secretary
, 2004
--------------------------
Please date and sign the enclosed proxy and return it
promptly in the enclosed reply envelope.
Exhibit 1
CCMI Funds
INVESTMENT ADVISORY CONTRACT
This Contract is made this ____ day of _________, 2004, between
Commerce Capital Management, Inc., an investment adviser having its principal
place of business in Memphis, Tennessee (the "Adviser"), and CCMI Funds, a
Massachusetts business trust having its principal place of business in
Indianapolis, Indiana (the "Trust").
WHEREAS, the Trust is an open-end management investment company as that
term is defined in the Investment Company Act of 1940 and is registered as such
with the Securities and Exchange Commission; and
WHEREAS, the Adviser is engaged in the business of rendering investment
advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. The Trust hereby appoints Adviser as Investment Adviser for
each of the portfolios ("Funds") of the Trust which executes an exhibit to this
Contract, and Adviser accepts the appointments. Subject to the direction of the
Trustees of the Trust, Adviser shall provide investment research and supervision
of the investments of each of the Funds and conduct a continuous program of
investment evaluation and of appropriate sale or other disposition and
reinvestment of each Fund's assets.
2. Adviser, in its supervision of the investments of each of
the Funds will be guided by each of the Fund's
investment objective and policies and the provisions and restrictions contained
in the Declaration of Trust and By-Laws of the Trust and as set forth in the
Registration Statement and exhibits as may be on file with the Securities and
Exchange Commission.
3. Each Fund shall pay or cause to be paid all of its own
expenses and its allocable share of Trust expenses,
including without limitation, the expenses of organizing the Trust and
continuing its existence; fees and expenses of Trustees and officers of the
Trust; fees for investment advisory services and administrative personnel and
services; fees and expenses of preparing and filing its Registration Statements
under the Securities Act of 1933 and the Investment Company Act of 1940 and any
amendments thereto; expenses of registering and qualifying the Trust, the Funds
and shares ("Shares") of the Funds under Federal and state laws and regulations;
expenses of preparing, printing and distributing prospectuses (and any
amendments thereto) to current shareholders; interest expense, taxes, fees and
commissions of every kind; expenses of issue (including cost of Share
certificates), purchase, repurchase and redemption of Shares, including expenses
attributable to a program of periodic issue; charges and expenses of custodians,
transfer agents, dividend disbursing agents, shareholder servicing agents, and
registrars; printing and mailing costs, auditing, accounting and legal expenses;
reports to shareholders and governmental officers and commissions; expenses of
meetings of Trustees and shareholders and proxy solicitations therefor;
insurance expenses; association membership dues; and such nonrecurring items as
may arise, including all losses and liabilities incurred in administering the
Trust and the Funds. Each Fund will also pay its allocable share of such
extraordinary expenses as may arise including expenses incurred in connection
with litigation, proceedings, and claims and the legal obligations of the Trust
to indemnify its officers and Trustees and agents with respect thereto.
4. Each of the Funds shall pay to Adviser, for all services
rendered to such Fund by Adviser hereunder, the fees
set forth in the exhibits attached hereto.
5. The net asset value of each Fund's Shares as used herein
will be calculated to the nearest 1/10th of one cent.
6. The Adviser may from time to time and for such periods as
it deems appropriate reduce its compensation (and, if
appropriate, assume expenses of one or more of the Funds or classes thereof) to
the extent the expenses of any Fund or a class thereof exceed such lower expense
limitation as the Adviser may, by notice to the Fund, voluntarily declare to be
effective.
7. This Contract shall begin for each Fund as of the date of
execution of the applicable exhibit and shall
continue in effect with respect to each Fund presently set forth on an exhibit
(and any subsequent Funds added pursuant to an exhibit during the initial term
of this contract) for two years from the date of this contract set forth above
and thereafter for successive periods of one year, subject to the provisions for
termination and all of the other terms and conditions hereof if: (a) such
continuation shall be specifically approved at least annually by the vote of a
majority of the Trustees of the Trust, including a majority of the Trustees who
are not parties to this Contract or interested persons of any such party (other
than as Trustees of the Trust) cast in person at a meeting called for that
purpose; and (b) Adviser shall not have notified a Fund in writing at least
sixty (60) days prior to the anniversary date of this Contract in any year
thereafter that it does not desire such continuation with respect to that Fund.
If a Fund is added after the first approval by the Trustees as described above,
this Contract will be effective as to that Fund upon execution of the applicable
exhibit and will continue in effect until the next annual approval of this
Contract by the Trustees and thereafter for successive periods of one year,
subject to approval as described above.
8. Notwithstanding any provision in this Contract, it may be
terminated at any time with respect to any Fund, without the payment of any
penalty, by the Trustees of the Trust or by a vote of a majority of the
shareholders of that Fund on sixty (60) days' written notice to Adviser.
9. This Contract may not be assigned by Adviser and shall
automatically terminate in the event of any assignment.
Adviser may employ or contract with such other person, persons, corporation, or
corporations at its own cost and expense as it shall determine in order to
assist it in carrying out this Contract.
10. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or
duties under this Contract on the part of Adviser, Adviser shall not be liable
to the Trust or to any of the Funds or to any shareholder for any act or
omission in the course of or connected in any way with rendering services or for
any losses that may be sustained in the purchase, holding, or sale of any
security.
11. This Contract may be amended at any time by agreement of
the parties provided that the amendment shall be
approved both by the vote of a majority of the Trustees of the Trust, including
a majority of Trustees who are not parties to this Contract or interested
persons of any such party to this Contract (other than as Trustees of the
Trust), cast in person at a meeting called for that purpose, and on behalf of a
Fund by a majority of the outstanding voting securities of such Fund.
12. The Trust and CCMI hereby acknowledge that the Trust may
disclose shareholder nonpublic personal information
("NPI") to CCMI as agent of the Trust and solely in furtherance of fulfilling
CCMI's contractual obligations under the Agreement in the ordinary course of
business to support the Trust and its shareholders.
CCMI hereby agrees to be bound to use and redisclose such NPI only for
the limited purpose of fulfilling its duties and obligations under the
Agreement, for law enforcement and miscellaneous purposes as permitted in 17 CFR
ss.248.15, or in connection with joint marketing arrangements that the Trusts
may establish with CCMI in accordance with the limited exception set forth in 17
CFR ss.248.13.
CCMI further represents and warrants that, in accordance with 17 CFR
ss.248.30, it has implemented, and will continue to carry out for the term of
the Agreement, policies and procedures reasonably designed to:
- - insure the security and confidentiality of records and NPI of Trust
customers,
- - protect against any anticipated threats or hazards to the security or
integrity of Trust customer records and NPI, and
- - protect against unauthorized access to or use of such Trust customer
records or NPI that could result in substantial harm or inconvenience
to any Trust customer.
CCMI may redisclose ss.248.13 NPI only to: (a) the Trust and affiliated
persons of the Trust ("Trust Affiliates"); (b) affiliated persons of CCMI ("CCMI
Affiliates") (which in turn may disclose or use the information only to the
extent permitted under the original receipt); (c) a third party not affiliated
with CCMI or the Trust ("Nonaffiliated Third Party") under the service and
processing (ss.248.14) or miscellaneous (ss.248.15) exceptions, but only in the
ordinary course of business to carry out the activity covered by the exception
under which CCMI received the information in the first instance; and (d) a
Nonaffiliated Third Party under CCMI and joint marketing exception (ss.248.13),
provided CCMI enters into a written contract with the Nonaffiliated Third Party
that prohibits the Nonaffiliated Third Party from disclosing or using the
information other than to carry out the purposes for which the Trust disclosed
the information in the first instance.
CCMI may redisclose ss.248.14 NPI and ss. 248.15 NPI to: (a) the Trust
and Trust Affiliates; (b) CCMI Affiliates (which in turn may disclose the
information to the same extent permitted under the original receipt); and (c) a
Nonaffiliated Third Party to whom the Trust might lawfully have disclosed NPI
directly.
CCMI is obligated to maintain beyond the termination date of the
Agreement the confidentiality of any NPI it receives from the Fund in connection
with the Agreement or any joint marketing arrangement, and hereby agrees that
this Amendment shall survive such termination.
13. Adviser is hereby expressly put on notice of the limitation
of liability as set forth in Article XI of the Declaration of Trust and agrees
that the obligations pursuant to this Contract of a particular Fund and of the
Trust with respect to that particular Fund be limited solely to the assets of
that particular Fund, and Adviser shall not seek satisfaction of any such
obligation from any other Fund, the shareholders of any Fund, the Trustees,
officers, employees or agents of the Trust, or any of them.
14. This Contract shall be construed in accordance with and
governed by the laws of the State of Indiana.
15. This Contract will become binding on the parties hereto
upon their execution of the attached exhibits to this
Contract.
COMMERCE CAPITAL MANAGEMENT, INC.
By: __________________________________________
Name: __________________________________________
Title: __________________________________________
CCMI FUNDS
By: __________________________________________
Name: __________________________________________
Title: __________________________________________
EXHIBIT A
CCMI Equity Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual investment advisory fee equal to
..85 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of .85 of 1% applied to the daily
net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
EXHIBIT B
CCMI Bond Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual investment advisory fee equal to
..60 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of .60 of 1% applied to the daily
net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
EXHIBIT C
CCMI Tax-Exempt North Carolina Bond Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual investment advisory fee equal to
..40 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of .40 of 1% applied to the daily
net assets of the Fund. The advisory fee so accrued shall be paid to Adviser
monthly.
Exhibit 2
CCMI FUNDS
INVESTMENT ADVISORY AGREEMENT
This Agreement is made this ____ day of _________, 2004, between Trusco
Capital Management, Inc., an investment adviser having its principal place of
business in Atlanta, Georgia (the "Adviser"), and CCMI Funds (the "Trust"), a
Massachusetts business trust having its principal place of business in
Indianapolis, Indiana.
WHEREAS, the Trust is an open-end management investment company as that
term is defined in the Investment Company Act of 1940 and is registered as such
with the U.S. Securities and Exchange Commission (the "SEC"); and
WHEREAS, the Adviser is engaged in the business of rendering investment
advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. The Trust hereby appoints the Adviser as investment adviser
for each of the portfolios (each a "Fund" and collectively, the "Funds") of the
Trust which executes an exhibit to this Agreement, and the Adviser accepts the
appointments. Subject to the direction of the Trustees of the Trust, the Adviser
shall provide investment research and supervision of the investments of each of
the Funds and conduct a continuous program of investment evaluation and of
appropriate sale or other disposition and reinvestment of each Fund's assets.
2. The Adviser, in its supervision of the investments of each
of the Funds will be guided by each of the Fund's investment objective and
policies and the provisions and restrictions contained in the Declaration of
Trust and By-Laws of the Trust and as set forth in the registration statement
and exhibits as may be on file with the Securities and Exchange Commission.
3. Each Fund shall pay or cause to be paid all of its own
expenses and its allocable share of Trust expenses, including without
limitation, the expenses of organizing the Trust and continuing its existence;
fees and expenses of Trustees and officers of the Trust; fees for investment
advisory services and administrative personnel and services; fees and expenses
of preparing and filing its registration statements under the Securities Act of
1933 and the Investment Company Act of 1940 and any amendments thereto; expenses
of registering and qualifying the Trust, the Funds and shares ("Shares") of the
Funds under Federal and state laws and regulations; expenses of preparing,
printing and distributing prospectuses (and any amendments thereto) to current
shareholders; interest expense, taxes, fees and commissions of every kind;
expenses of issue (including cost of Share certificates), purchase, repurchase
and redemption of Shares, including expenses attributable to a program of
periodic issue; charges and expenses of custodians, transfer agents, dividend
disbursing agents, shareholder servicing agents, and registrars; printing and
mailing costs, auditing, accounting and legal expenses; reports to shareholders
and governmental officers and commissions; expenses of meetings of Trustees and
shareholders and proxy solicitations therefor; insurance expenses; association
membership dues; and such nonrecurring items as may arise, including all losses
and liabilities incurred in administering the Trust and the Funds. Each Fund
will also pay its allocable share of such extraordinary expenses as may arise
including expenses incurred in connection with litigation, proceedings, and
claims and the legal obligations of the Trust to indemnify its officers and
Trustees and agents with respect thereto.
4. Each of the Funds shall pay to the Adviser, for all
services rendered to such Fund by the Adviser hereunder, the fees set forth in
the exhibits attached hereto.
5. The net asset value of each Fund's Shares as used herein
will be calculated to the nearest 1/10th of one cent.
6. The Adviser may from time to time and for such periods as
it deems appropriate reduce its compensation (and, if appropriate, assume
expenses of one or more of the Funds or classes thereof) to the extent the
expenses of any Fund or a class thereof exceed such lower expense limitation as
the Adviser may, by notice to the Fund, voluntarily declare to be effective.
7. This Agreement shall begin for each Fund as of the date of
execution of the applicable exhibit and shall continue in effect with respect to
each Fund presently set forth on an exhibit (and any subsequent Funds added
pursuant to an exhibit during the initial term of this Agreement) for two years
from the date of this Agreement set forth above and thereafter for successive
periods of one year, subject to the provisions for termination and all of the
other terms and conditions hereof if: (a) such continuation shall be
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust, including a majority of the Trustees who are not parties
to this Agreement or interested persons of any such party (other than as
Trustees of the Trust) cast in person at a meeting called for that purpose; and
(b) the Adviser shall not have notified a Fund in writing at least sixty (60)
days prior to the anniversary date of this Agreement in any year thereafter that
it does not desire such continuation with respect to that Fund. If a Fund is
added after the first approval by the Trustees as described above, this
Agreement will be effective as to that Fund upon execution of the applicable
exhibit and will continue in effect until the next annual approval of this
Agreement by the Trustees and thereafter for successive periods of one year,
subject to approval as described above.
8. Notwithstanding any provision in this Agreement, it may be
terminated at any time with respect to any Fund, without the payment of any
penalty, by the Trustees of the Trust or by a vote of a majority of the
shareholders of that Fund on sixty (60) days' written notice to the Adviser.
9. This Agreement may not be assigned by the Adviser and shall
automatically terminate in the event of any assignment. The Adviser may employ
or contract with such other person, persons, corporation, or corporations at its
own cost and expense as it shall determine in order to assist it in carrying out
this Agreement.
10. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties under this Agreement
on the part of the Adviser, the Adviser shall not be liable to the Trust or to
any of the Funds or to any shareholder for any act or omission in the course of
or connected in any way with rendering services or for any losses that may be
sustained in the purchase, holding, or sale of any security.
11. This Agreement may be amended at any time by agreement of
the parties provided that the amendment shall be approved both by the vote of a
majority of the Trustees of the Trust, including a majority of Trustees who are
not parties to this Agreement or interested persons of any such party to this
Agreement (other than as Trustees of the Trust), cast in person at a meeting
called for that purpose, and on behalf of a Fund by a majority of the
outstanding voting securities of such Fund.
12. The Trust and the Adviser hereby acknowledge that the
Trust may disclose shareholder nonpublic personal information ("NPI") to the
Adviser as agent of the Trust and solely in furtherance of fulfilling the
Adviser's contractual obligations under the Agreement in the ordinary course of
business to support the Trust and its shareholders.
The Adviser hereby agrees to be bound to use and redisclose such NPI
only for the limited purpose of fulfilling its duties and obligations under the
Agreement, for law enforcement and miscellaneous purposes as permitted in 17 CFR
ss.248.15, or in connection with joint marketing arrangements that the Trust may
establish with the Adviser in accordance with the limited exception set forth in
17 CFR ss.248.13.
The Adviser further represents and warrants that, in accordance with 17
CFR ss.248.30, it has implemented, and will continue to carry out for the term
of the Agreement, policies and procedures reasonably designed to:
| | insure the security and confidentiality of records and NPI of Trust
customers,
| | protect against any anticipated threats or hazards to the security or
integrity of Trust customer records and NPI, and
| | protect against unauthorized access to or use of such Trust customer
records or NPI that could result in substantial harm or inconvenience
to any Trust customer.
The Adviser may redisclose ss.248.13 NPI only to: (a) the Trust and
affiliated persons of the Trust ("Trust Affiliates"); (b) affiliated persons of
the Adviser ("Adviser Affiliates") (which in turn may disclose or use the
information only to the extent permitted under the original receipt); (c) a
third party not affiliated with the Adviser or the Trust ("Nonaffiliated Third
Party") under the service and processing (ss.248.14) or miscellaneous
(ss.248.15) exceptions, but only in the ordinary course of business to carry out
the activity covered by the exception under which the Adviser received the
information in the first instance; and (d) a Nonaffiliated Third Party under the
Adviser and joint marketing exception (ss.248.13), provided the Adviser enters
into a written contract with the Nonaffiliated Third Party that prohibits the
Nonaffiliated Third Party from disclosing or using the information other than to
carry out the purposes for which the Trust disclosed the information in the
first instance.
The Adviser may redisclose ss.248.14 NPI and ss. 248.15 NPI to: (a) the
Trust and Trust Affiliates; (b) Adviser Affiliates (which in turn may disclose
the information to the same extent permitted under the original receipt); and
(c) a Nonaffiliated Third Party to whom the Trust might lawfully have disclosed
NPI directly.
The Adviser is obligated to maintain beyond the termination date of the
Agreement the confidentiality of any NPI it receives from the Funds in
connection with the Agreement or any joint marketing arrangement, and hereby
agrees that this Amendment shall survive such termination.
13. The Adviser is hereby expressly put on notice of the
limitation of liability as set forth in Article XI of the Declaration of Trust
and agrees that the obligations pursuant to this Agreement of a particular Fund
and of the Trust with respect to that particular Fund be limited solely to the
assets of that particular Fund, and the Adviser shall not seek satisfaction of
any such obligation from any other Fund, the shareholders of any Fund, the
Trustees, officers, employees or agents of the Trust, or any of them.
14. This Agreement shall be construed in accordance with and
governed by the laws of the State of Indiana.
15. This Agreement will become binding on the parties hereto
upon their execution of the attached exhibits to this Agreement.
TRUSCO CAPITAL MANAGEMENT, INC.
By: __________________________________________
Name: __________________________________________
Title: __________________________________________
CCMI FUNDS
By: __________________________________________
Name: __________________________________________
Title: __________________________________________
EXHIBIT A
CCMI EQUITY FUND
For all services rendered by the Adviser hereunder, the above-named
Fund of the Trust shall pay to the Adviser and the Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual investment
advisory fee equal to 0.85 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of 0.85 of 1% applied to the daily
net assets of the Fund.
[The advisory fee so accrued shall be paid to the Adviser daily.]
EXHIBIT B
CCMI BOND FUND
For all services rendered by the Adviser hereunder, the above-named
Fund of the Trust shall pay to the Adviser and the Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual investment
advisory fee equal to 0.60 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of 0.60 of 1% applied to the daily
net assets of the Fund.
[The advisory fee so accrued shall be paid to the Adviser daily.]
EXHIBIT C
CCMI TAX-EXEMPT NORTH CAROLINA BOND FUND
For all services rendered by the Adviser hereunder, the above-named
Fund of the Trust shall pay to the Adviser and the Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual investment
advisory fee equal to 0.40 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of 0.40 of 1% applied to the daily
net assets of the Fund.
The advisory fee so accrued shall be paid to the Adviser monthly.
PROXY
CCMI Funds
SPECIAL MEETING OF SHAREHOLDERS
December 29, 2004
The undersigned shareholder of the CCMI Equity Fund (the "Fund"), a
series of CCMI Funds (the "Trust"), hereby nominates, constitutes and appoints
Freddie Jacobs, Jr. and ________________, 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 (the "Special Meeting") of the Fund to be held at the
principal offices of the Trust, 431 North Pennsylvania Street, Indianapolis,
Indiana 46204, on December 29, 2004 at 10:00 a.m., Eastern Time, 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:
1. Approval of the new Investment Advisory Agreement between the Trust and
Commerce Capital Management, Inc.
| | FOR | | AGAINST | | ABSTAIN
2. Approval of the new Investment Advisory Agreement between the Trust and
Trusco Capital Management, Inc.
| | FOR | | AGAINST | | ABSTAIN
The Board of Trustees recommends a vote "FOR" the 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 Special 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: ________, 2004
----------------------------------
(Signature of Shareholder)
(Please date this proxy and
sign your name as it
appears at the left.
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 Special Meeting.
PROXY
CCMI Funds
SPECIAL MEETING OF SHAREHOLDERS
December 29, 2004
The undersigned shareholder of the CCMI Bond Fund (the "Fund"), a
series of CCMI Funds (the "Trust"), hereby nominates, constitutes and appoints
Freddie Jacobs, Jr. and ________________, 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 (the "Special Meeting") of the Fund to be held at the
principal offices of the Trust, 431 North Pennsylvania Street, Indianapolis,
Indiana 46204, on December 29, 2004 at 10:00 a.m., Eastern Time, 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:
1. Approval of the new Investment Advisory Agreement between the Trust and
Commerce Capital Management, Inc.
| | FOR | | AGAINST | | ABSTAIN
2. Approval of the new Investment Advisory Agreement between the Trust and
Trusco Capital Management, Inc.
| | FOR | | AGAINST | | ABSTAIN
The Board of Trustees recommends a vote "FOR" on the 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 Special 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 :________, 2004
---------------------------
(Signature of Shareholder)
(Please date this
proxy and sign
your name as it
appears at the
left. 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 Special Meeting.
PROXY
CCMI Funds
SPECIAL MEETING OF SHAREHOLDERS
December 29, 2004
The undersigned shareholder of the CCMI Tax-Exempt North Carolina Bond
Fund (the "Fund"), a series of CCMI Funds (the "Trust"), hereby nominates,
constitutes and appoints Freddie Jacobs, Jr. and ________________, 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 (the "Special Meeting")
of the Fund to be held at the principal offices of the Trust, 431 North
Pennsylvania Street, Indianapolis, Indiana 46204, on December 29, 2004 at 10:00
a.m., Eastern Time, 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:
1. Approval of the new Investment Advisory Agreement between the Trust and
Commerce Capital Management, Inc.
| | FOR | | AGAINST | | ABSTAIN
2. Approval of the new Investment Advisory Agreement between the Trust
and Trusco Capital Management, Inc.
| | FOR | | AGAINST | | ABSTAIN
The Board of Trustees recommends a vote "FOR" on the 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 Special 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:________, 2004
--------------------------
(Signature of Shareholder)
(Please date this
proxy and sign
your name as it
appears at the
left. 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 Special Meeting.