(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 [ ]
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[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MARKMAN MULTIFUND TRUST
(Name of Registrant as Specified in Its Charter/Declaration of Trust)
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
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(4) Date Filed:
Dear Shareholder,
The Proxy Statement that accompanies this letter describes a proposed new
Management Agreement for The Markman Total Return Core Fund (the "Fund") with
Markman Capital Management, Inc. (the "Adviser"). As a shareholder, you have the
right to vote on this proposal. The Board of Trustees of the Markman MultiFund
Trust has approved the new Management Agreement and recommends that you vote
YES, in favor of the proposal.
The Proxy contains important information and I urge you to review it carefully.
I would like, in addition, to answer some initial basic questions you may have
about the proposed changes.
What are the primary differences between the current management agreement and
the proposed new Management Agreement?
The Proxy Statement asks you to vote on a new Management Agreement that contains
the following changes from the current management agreement:
1. An increase from .75% to .85% in the base management fee paid by the
Fund to the Adviser.
2. The institution of a performance-based fee adjustment, which could have
the effect of increasing or decreasing the new base management fee, depending on
how the Fund performs relative to the S&P 500 Index.
3. The institution of a series of breakpoints in the base management fee
by which the percentage fee earned by the Adviser would be reduced as assets
reached certain pre-specified levels.
Why are the Trustees recommending I vote YES?
The Trustees determined than an increase in the base management fee payable to
the Adviser is warranted due to the Adviser's efforts in keeping other Fund
expenses low, especially the brokerage costs associated with the purchase and
sale of Fund securities, and the level of shareholder services the Adviser
provides to shareholders of the Fund. The Trustees also noted the significant
expenses incurred by the Adviser. The Trustees concluded that the increase in
fee would permit the Adviser to maintain and improve the quality of services
provided to the shareholders, as well as allow the Adviser to compensate its
staff at competitive levels necessary to attract and retain qualified portfolio
management personnel.
The Trustees also concluded that the proposed performance-based fee adjustment
would benefit the shareholders by further aligning the interests of management
with the interests
of shareholders by rewarding the Adviser for good investments performance and
penalizing the Adviser for bad investment performance.
The Trustees also concluded that the proposed breakpoints in the New Agreement
could allow shareholders potentially to benefit from economies of scale as the
Trust's assets increase.
Is the performance fee, or the higher base fee, retroactive?
No. Even though the Fund has outperformed the S&P 500 Index in each of the last
two years, no adjustment will be made for prior performance. The new Management
Agreement will go into effect only after approval by shareholders. The new base
fee will be effective when the new Management Agreement goes into effect. The
performance fee adjustment will not be implemented until after twelve months of
performance following the effective date of the new Management Agreement.
What are my voting choices?
As you can see from the enclosed voting card, you have three options. You can
vote FOR, as the Trustees of the Fund recommend. You can vote AGAINST, or you
can ABSTAIN. Please note that an ABSTAIN vote is NOT a neutral response; it is
effectively the same as a no vote.
PLEASE READ THE PROXY MATERIALS CAREFULLY.
If you have any questions about the proxy, please feel free to call us at
1-800-395-4848 or 952-920-4848. You can also contact me by email at
bob@markman.com. If we do not receive your completed proxy after a short time,
you may be contacted by us as a reminder.
Thank you for considering this thoughtfully.
Warmest regards,
Bob Markman
MARKMAN TOTAL RETURN CORE FUND
(formerly, Markman Total Return Portfolio)
a series of
Markman MultiFund Trust
SPECIAL MEETING OF SHAREHOLDERS
To be Held April 15, 2005
PROXY STATEMENT
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Trustees of the Markman MultiFund Trust (the
"Trust") of proxies for use at the special meeting (the "Special Meeting") of
shareholders of the Markman Total Return Core Fund (the "Fund") of the Trust to
be held on April 15, 2005 at 10:00 a.m. Eastern Time at the offices of
Integrated Fund Services, Inc., 221 East Fourth Street, Suite 300, Cincinnati,
Ohio 45202, and any adjournments thereof. This proxy statement and form of proxy
were first mailed to shareholders on or about March 4, 2005.
The purpose of the Special Meeting is to approve or disapprove a new
Management Agreement (the "New Agreement") for the Fund with Markman Capital
Management, Inc., 6600 France Avenue South, Suite 485, Edina, Minnesota (the
"Adviser"), pursuant to which the Adviser's compensation would be increased and
would be subject to a performance-based adjustment as well as breakpoints with
respect to the base management fee based on assets in the Fund.
A proxy, if properly executed, duly returned and not revoked, will be
voted in accordance with the specifications thereon. A proxy that is properly
executed but has no voting instructions as to a proposal will be voted for that
proposal. A shareholder may revoke a proxy at any time prior to use by filing
with the Secretary of the Trust an instrument revoking the proxy, or by
submitting a proxy bearing a later date, or by attending and voting at the
meeting.
Proxy solicitations will be made primarily by mail, but beginning on or
about March 28, 2005 proxy solicitations may also be made by telephone, or
personal solicitations may be conducted by officers and employees of the
Adviser, its affiliates or other representatives of the Fund (who will not be
paid for their soliciting activities). The expenses incurred in connection with
preparing this Proxy Statement and its enclosures (totaling approximately
$20,000) will be paid by the Adviser.
GENERAL
The Board of Trustees of the Trust has approved the proposed New
Agreement. The Trust's shareholders approved the current Management Agreement
(the "Current Agreement") at the shareholders' meeting held December 27, 2002.
The Trustees, at a regularly scheduled meeting on November 2, 2004, approved
continuation of the Current Agreement until December 27, 2005. The Current
Agreement will be in place until then unless it is replaced by the New
Agreement. The New Agreement between the Trust and the Adviser, which would be
for an
initial two-year term, is substantially similar to the Current Agreement except
for the following changes:
First, the management fee paid to the Adviser monthly for services
provided to the Fund would be raised from the current 0.75% of the average daily
net assets of the Fund to 0.85% of the average daily net assets of the Fund (the
"base management fee"). The base management fee would decrease in a series of
breakpoints if the Fund's total assets under management increased.
Second, after one year the base management fee of 0.85% of the average
daily net assets of the Fund, pursuant to a Performance Fee Adjustment, could be
increased or decreased, depending upon how the Fund's performance compares to
the performance of the Standard & Poor's 500 Index (the "S&P 500").
SUMMARY
This section summarizes the reasons for the primary features and
consequences of the New Agreement. It may not contain all of the information
that is important to you. To understand the changes proposed by the New
Agreement, you should read this entire Proxy Statement and Exhibit A.
This summary is qualified in its entirety by reference to the additional
information contained elsewhere in this Proxy Statement and a form of the New
Agreement, which is attached to this Proxy Statement as Exhibit A.
o Why is the New Agreement being proposed?
On February 1, 2005, the Trustees of the Trust, including the Trustees who
are not "interested persons" (as defined in the Investment Act of 1940 (the
"1940 Act")) (the "Independent Trustees"), approved a proposal by the Adviser to
change the base management fee paid by the Fund from 0.75% to 0.85%. The
proposal would also institute a performance-based fee adjustment, which could
have the effect of possibly increasing or decreasing the new base management
fee. The advisory fee payable by the Fund to the Adviser increases if the Fund
outperforms its benchmark and decreases if the Fund under-performs its
benchmark. The Trustees determined that an increase in the base management fee
payable to the Adviser is warranted due to the Adviser's efforts in keeping
other Fund expenses low, especially the brokerage costs associated with the
purchase and sale of Fund portfolio securities, and the level of shareholder
services the Adviser provides to shareholders of the Fund. The Trustees also
noted the significant expenses incurred by the Adviser. The Trustees concluded
that the increase in fee would permit the Adviser to maintain and improve the
quality of services provided to shareholders, as well as allow the Adviser to
compensate its staff at competitive levels necessary to attract and retain
qualified portfolio management personnel. The Trustees also concluded that the
proposed performance-based fee adjustment would benefit the shareholders by
further aligning the interests of management with the interests of shareholders
by rewarding the Adviser for good investment and penalizing the Adviser for bad
investment performance. The Trustees also concluded that the proposed
breakpoints in the New Agreement could allow the Fund and its shareholders
potentially to benefit from economies of scale as the Trust's assets increase.
2
The Trustees reviewed data assembled from certain third party sources.
Based upon such information and representations by the Adviser, the Trustees
noted that the Fund's 2004 annual operating expenses were lower than the median
when compared to comparable funds and were lower than the median for the year
ended December 31, 2004.
For the calendar year 2004, the Fund reported operating expenses of
$835,249. This represented a 1.44% expense ratio, which was lower than the
median expense ratio for the funds in its Morningstar category. While no
guarantees can be made, given the known cost structures and contractual
obligations of the Fund, management believes that this level will likely be
sustainable going forward and - if assets grow - could potentially decrease.
The Adviser believes that shareholders, in assessing the suitability of
fees, should take into account not only the basic expense ratio data included in
fund reports such as annual and semi-annual reports, but also the trading
commissions associated with actually managing the Fund's portfolio - costs that
are also borne by shareholders. A recent study of 2,000 funds by Lipper Inc. for
the Wall Street Journal found that brokerage fees can more than double the cost
of owning fund shares (Source: John Hechinger, Deciphering Funds' Hidden Costs,
WALL ST. J., March 17, 2004, at D1.) The average commission costs of all of the
funds in that study was 0.41%.
In the case of the Fund, the Adviser has maintained commission costs for
purchasing and selling Fund portfolio securities at a rate far below this
average. Commission costs in 2004 added less than 10 basis points (0.10%) to the
total expenses of the Fund. This puts the trading commission expense of the Fund
some 0.31% below the industry average.
One of the significant decisions made by Adviser that has helped to
maintain low commission expenses is the decision to not enter into any soft
dollar arrangements. In doing this, however, the Adviser has assumed 100% of the
costs for research and related activities.
The Adviser also makes available and provides services to shareholders not
typical of other open-end funds. The Fund's Portfolio Manager on a regular basis
makes himself available for direct one-on-one contact with shareholders;
additionally, the Adviser's staff also is available and active in assisting
shareholders with a wide range of needs not typically provided by a fund
adviser. Among these are assisting shareholders with questions and planning in
the realm of documentation and registration, and availability to answer
questions and engage in discussions with shareholders. The Adviser does this
voluntarily and believes it is in the best interest of the overall operation of
the Fund to do so. This does, however, add to general operational costs for the
Adviser.
The Adviser represented to the Trustees that it believes that it has
demonstrated careful allocation of resources for a fund of this size and type.
In addition, potential economies of scale in the future should allow the Adviser
to lower its base management fee as the size of the Fund's portfolio grows. Thus
a schedule of breakpoints that reduce the management fee as asset size grows was
approved by the Trustees and is included in the proposed New Agreement.
Shareholders could therefore achieve certain economies of scale as the Fund
grows.
3
If the New Agreement is approved by shareholders of the Fund, it will
become effective with respect to the Fund upon the later to occur of (i)
approval by shareholders and (ii) May 1, 2005. The New 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 the Board of Trustees, including by a
majority of the Independent Trustees, or a majority of the outstanding voting
securities of such Fund, by a vote cast in person at a meeting called for the
purpose of voting on such approval. The New Agreement may be terminated at any
time, on 60 days' written notice, without the payment of any penalty, by the
Trust, or a majority of the outstanding voting securities of the Fund, or by the
Adviser. The New Agreement automatically terminates in the event of its
assignment, as defined by the 1940 Act and the rules thereunder.
Under the Current Agreement, the Adviser maintains a continuous investment
program for the Fund, determines what securities shall be purchased or sold by
the Fund, secures and evaluates such information as the Adviser deems proper and
takes whatever action is necessary or convenient to perform its functions,
including the placing of purchase and sale orders. The Adviser's duties and
responsibilities under the New Agreement would remain the same.
o Specifics of the key features of the New Agreement?
Base Fee:
The base management fee payable to the Adviser under the New Agreement
will increase from 0.75% of average daily net assets to 0.85% of average daily
net assets.
The base management fee would also be decreased in a series of breakpoints
as the total assets under management for the Fund increase. The breakpoints, and
the corresponding base management fee, are set forth in the following table.
$0- $200 million 0.85%
Next $150 million 0.80% (on assets from $200 - $350 million)
Next $150 million 0.75% (on assets from $350 - $500 million)
Next $150 million 0.70% (on assets from $500 - $650 million)
Next $150 million 0.65% (on assets from $650 - $800 million)
All additional dollars 0.60% (on assets over $800 million)
Performance Fee Adjustment:
The base management fee will be subject to adjustment by a factor referred
to as the "Performance Fee Adjustment." The base management fee may be
increased, decreased or remain the same depending on how the Fund performs in
comparison to its benchmark for the previous 12 months. The benchmark for the
Fund is the S&P 500. The base management fee would also be decreased in a series
of breakpoints as the total assets under management for the Fund increased.
Under the New Agreement, the Performance Fee Adjustment to the base
management fee is calculated by comparing the Fund's performance to that of the
S&P 500 over a rolling 12-month period (referred to in the New Agreement as the
Performance Period). A rolling period is
4
the specific duration of time over which the performance of the Fund and the
performance of the benchmark index are compared. Therefore, until the Adviser
and the Fund have established performance records for 12 months under the New
Agreement, the Adviser will earn the base management fee of 0.85% of the Fund's
average daily net assets. During the initial 12 months of the New Agreement the
Fund will not adjust the Adviser's fee for Fund performance. After the initial
12-month Performance Period has been established, the Performance Period will be
a rolling 12-month period consisting of the most recently completed month and
the previous 11 months.
Using the S&P 500 as the benchmark, a "band" ranging from 5% below the
benchmark to 5% above the benchmark would be established. Within that band, the
performance adjustment would be 1/50th of the return above or below the
benchmark, calculated on a rolling 12-month basis (i.e., 2 basis points for
every one percent move). For example, if the Fund gained 1% more than the S&P
500, the base management fee would be adjusted positively two basis points
(0.02%). If the Fund underperformed the S&P 500 by 2%, the performance fee
adjustment would be negative four basis points (0.04%). Using this formula, the
maximum yearly performance adjustment would be 10 basis points, or one-tenth of
a percent, up or down.
The Fund's investment performance will be measured by comparing (i) the
opening net asset value of one share of the Fund on the first business day of
the performance period with (ii) the closing net asset value of one share of the
Fund as of the last business day of such period. In computing the investment
performance of the Fund and the investment record of the Fund's benchmark,
distributions of realized capital gains, the value of capital gains taxes per
share paid or payable on undistributed realized long-term capital gains
accumulated to the end of such period and dividends paid out of investment
income on the part of the Fund, and all cash distributions of the securities
included in the Fund's benchmark index, will be treated as reinvested in
accordance with Rule 205-1 or any other applicable rules under the Investment
Advisers Act of 1940 (the "Investment Advisers Act"), as the same from time to
time may be amended.
Any calculations of the investment performance of the Fund and the
investment performance of the Fund's benchmark shall be in accordance with any
then applicable rules of the SEC.
The table below sets forth the fee to which the Adviser would be entitled
for the Fund, assuming that it performs at the indicated levels relative to its
benchmark. Note, also, that this schedule is valid only for the maximum fee
level at assets under $200 million. As fees are reduced with asset growth, so
too will the fees charged under the performance adjustment.
Return Fee
------ ---
5.00% above the S&P or higher 0.95%
4.00% above the S&P 0.93%
3.00 % above the S&P 0.91%
2.00% above the S&P 0.89%
1.00% above the S&P 0.87%
5
Equal to the S&P 0.85%
1.00% below the S&P 0.83%
2.00 % below the S&P 0.81%
3.00% below the S&P 0.79%
4.00% below the S&P 0.77%
5.00% below the S&P or lower 0.75%
Effect of the Performance Fee Adjustment:
- -----------------------------------------
As indicated above, the advisory fee payable to the Adviser for the 12
months following the implementation of the New Agreement would be the base
management fee rate and would not be increased or decreased to reflect the
performance of the Fund. For each month following the first 12 months, however,
the Adviser would be entitled to receive the base management fee and the
Performance Fee Adjustment based on the performance of the Fund for the
immediately preceding 12 months. That is, the Adviser would be entitled to
receive the base management fee plus or minus one-twelfth of the Performance Fee
Adjustment multiplied by the average daily net assets of the Fund for that
month.
Actual Fund Returns.
- --------------------
The following table sets forth how the Performance Fee Adjustment would
have affected the base management fee for the fiscal year ended December 31,
2004, assuming the New Agreement had fully been in effect. This table shows the
Fund's performance for the rolling 12 month period ending each month of the
year, the S&P 500's performance for the same periods, the Fund's performance
compared to the S&P 500, and what affect that comparative performance, the
Performance Fee Adjustment, would have had on the base management fee.
Fund Performance S&P 500 Performance Fund's Over/Under Performance Fee Resulting
Year to Date Year to Date Performance Adjustment Management Fee
1/31/04 50.23% 34.57% +15.66% +0.10% 0.95%
2/29/04 56.82% 38.52% +18.30% +0.10% 0.95%
3/31/04 57.97% 35.12% +22.85% +0.10% 0.95%
4/30/04 31.15% 22.88% + 8.28% +0.10% 0.95%
5/31/04 25.93% 18.33% + 7.60% +0.10% 0.95%
6/30/04 26.60% 19.11% +10.49% +0.10% 0.95%
7/31/04 22.24% 13.17% + 9.07% +0.10% 0.95%
8/31/04 15.28% 11.45% + 3.08% +0.06% 0.91%
9/30/04 19.58% 13.87% + 5.71% +0.10% 0.95%
10/31/04 11.54% 9.42% + 2.12% +0.04% 0.89%
11/30/04 17.47% 12.85% + 4.62% +0.08% 0.93%
12/31/04 14.31% 10.88% + 3.43% +0.06% 0.91%
6
Pro Forma Expense Impact.
- -------------------------
The Table below shows the amount of the pro forma advisory fee that would
have been paid to the Adviser had the performance fee arrangement been in place
during the fiscal year ended December 31, 2004, and is based on the Fund's
actual returns for that period. The pro forma advisory fee is calculated using
the base management fee plus the Performance Fee Adjustment for each month of
2004, based on the actual performance of the Fund and the S&P 500. Also shown
are the fees that were paid under the flat fee arrangement currently in effect
during the fiscal year ended December 31, 2004.
Markman Total Return Core Fund
Advisory Fee Paid Under Current Advisory Agreement $436,483
Pro Forma Advisory Fee Paid Under New Advisory Agreement $546,654
Percentage Increase Of Advisory Fee Payable Under
New Advisory Agreement 25.24%
Comparative Annual Operating Expenses.
- --------------------------------------
The table and example shown below are designed to assist investors in
understanding the various costs and expenses of investment in shares of the Fund
in the event that the New Agreement is implemented. The table and accompanying
example are designed to correspond with the tables that appear in the prospectus
for the Fund. Neither should be considered a representation of past or future
expenses of performance and actual expenses may vary from year to year and may
be higher or lower than those shown.
The following table provides data concerning the Fund's management fees
and expenses as a percentage of the Fund's average daily net assets for the
fiscal year ended December 31, 2004. Figures shown reflect expenses under the
Fund's Current Agreement and expenses that would have been incurred if the
performance fee arrangement had been in effect during that period, and assume
that the Fund outperformed the benchmark by a factor of 5.00% during the fiscal
year ended December 31, 2004.
Markman Total Return Core Fund
------------------------------
Under Current Pro Forma
Advisory Agreement Under New Advisory Agreement
(without performance fee) (with performance fee*)
----------------------- ---------------------
Management Fees 0.75% 0.95%
Service (12b-1) Fees 0.00% 0.00%
Other Expenses 0.69% 0.69%
----- -----
Total Annual Fund
Operating Expenses 1.44% 1.64%
===== =====
*This management fee reflects the assumption that the Fund outperformed the S&P
500 by 5.00% for the twelve month period ending December 31, 2004.
7
Example: The following illustrates the expenses on a $10,000 investment, under
the fees and expenses shown in the tables above, assuming (1) 5% annual return
and (2) redemption at the end of each time period:
Under Current Pro Forma
Advisory Agreement Under New Advisory Agreement
(without performance fee) (with performance fee)
----------------------- --------------------
minimum fee maximum fee
(0.75% Performance (0.95% Performance
Based Fee1) Based Fee2)
1 Year $ 147 $ 147 $ 167
3 Years $ 456 $ 456 $ 517
5 Years $ 787 $ 787 $ 892
10 Years $1,724 $1,724 $1,944
1 A 0.75% Performance Based Fee assumes that the Fund underperformed the S&P 500
by 5.00% for the twelve month period at the end of each time period.
2 A 0.95% Performance Based Fee assumes that the Fund outperformed the S&P 500
by 5.00% for the twelve month period at the end of each time period.
The preceding example assumes that all dividends and distributions are
reinvested and that the percentage totals shown in the tables above under:
"Total Annual Fund Operating Expenses" remain the same in the years shown. The
example should not be considered a representation of future expenses and actual
expenses may be greater or less than those shown.
o How will the New Agreement Affect Me?
Shareholder approval of the New Agreement will increase the amount paid by
shareholders for the Fund's base management fee from 0.75 % of average daily net
assets to 0.85% of average daily net assets. The Adviser believes this increase
in the base management fee is warranted for three primary reasons. First, the
Adviser has maintained commission costs for purchasing and selling Fund
portfolio securities at a rate far below the average for comparable funds.
Second, the Adviser provides a high level of shareholder services. Many
shareholders use the Adviser's time and resources by consulting the Fund manager
directly with questions. The Adviser also provides a weekly telephone update
that is available to all shareholders. The Adviser spends both hard dollars and
personnel time that are advantageous to shareholders, but for which the Adviser
receives no compensation. Third, the New Agreement contains a schedule of
breakpoints that lower the base management fee as Fund assets under management
increase, so that shareholders could benefit from economies of scale.
Shareholder approval of the Performance Fee Adjustment would more closely
align the interests of the Adviser with those of the Fund. The Adviser's
compensation would be positively affected by the Fund's performance, not simply
by an increase in Fund assets. The Performance Fee Adjustment would provide an
incentive to deliver superior Fund performance. Conversely, if the Fund
underperformed its benchmark, the Performance Fee Adjustment would negatively
affect the base management fee.
8
o How do the Trustees recommend that I vote?
At a meeting held on February 1, 2005, the Board of Trustees, including a
majority of the Independent Trustees, approved the New Agreement, subject to the
required shareholder approval described herein. The Trustees reviewed carefully
the Adviser's proposal to increase the base management fee and institute a
performance based fee adjustment. The Trustees determined that the Adviser's
actions in keeping Fund expenses low, particularly trading costs for Fund
portfolio securities, and the uncompensated shareholder services provided by the
Adviser, warranted an increase in the base management fee payable to the
Adviser. The Trustees noted the significant expenses incurred by the Adviser and
concluded that the increase in the advisory fee would permit the Adviser to
maintain and improve the quality of services provided to shareholders, as well
as to allow the Adviser to compensate its staff at competitive levels necessary
to attract and retain qualified portfolio management personnel. In addition, the
Board considered that the Performance Fee Adjustment would further align the
interests of management with the interests of shareholders. For example, the
Performance Fee Adjustment for a period in which the Fund underperformed the
Fund's benchmark would be negative, thereby decreasing the Adviser's management
fee.
In considering approval of the New Agreement, the Board of Trustees
carefully evaluated information furnished by the Adviser that the Board deemed
necessary to determine whether the New Agreement would be in the best interests
of the Fund and its shareholders. In making the recommendation to approve the
New Agreement, the Trustees gave careful consideration to all factors deemed to
be relevant to the Fund, including, but not limited to: (1) the nature, extent
and the quality of the services expected to be rendered to the Fund by the
Adviser, including the history, reputation, qualification and background of the
Adviser as well as the qualifications of its key personnel; (2) the performance
of the Fund as compared to similar mutual funds and relevant indices; (3) the
level of fees paid to the Adviser as compared to similar mutual funds; (4) the
financial condition of the Adviser; (5) economies of scale; and (6) that the
Fund will not bear the expenses of preparing and mailing proxy materials to
shareholders.
The Board's analysis of these factors is set forth below. The Independent
Trustees were advised by separate independent legal counsel throughout the
process.
Nature, Extent and Quality of Advisor Services. The Board considered the
level and depth of knowledge of the Adviser. In evaluating the quality of
services provided by the Adviser, the Board took into account its familiarity
with the Adviser's management through Board meetings, conversations and reports
during the preceding year. The Board took into account the Adviser's willingness
to consider and implement organizational and operational changes designed to
improve investment results and lower fees and expenses. The Board also took into
account the Adviser's compliance policies and procedures and its policies and
procedures regarding the prevention of market timing. The Board also considered
the Adviser's efforts in marketing the Fund and the Adviser's role in
coordinating the activities of the Funds' other service providers, as well as
the services that the Adviser provides to the Fund's shareholders.
9
Expenses and Performance. The Board compared the advisory fees and total
expense ratios for the Fund with various comparative data, including the
industry median and average advisory fees and expense ratios in the Fund's
Morningstar category for the calendar year ended December 31, 2004. The Board
considered the Fund's recent performance results and noted that the Board
reviews on a quarterly basis information about the Fund's performance results,
portfolio composition and investment strategies. The Board noted that it had
also recently considered this expense and performance information in reapproving
the Current Agreement in November 2004.
Advisor's Compensation and Profitability. The Board also took into
consideration the financial condition and profitability of the Adviser and any
indirect benefits derived by the Adviser from the Adviser's relationship with
the Fund.
Economies of Scale. The Board considered the effective fees under the New
Agreement as a percentage of assets at different asset levels and possible
economies of scale that could be achieved in the future.
Conclusion. In considering the approval of the New Agreement, the Board,
including the Independent Trustees, did not identify any single factor as
controlling. The Board reached the following conclusions regarding the New
Agreement, among others: (a) the Adviser has demonstrated that it possesses the
capability and resources to perform the duties required of it under the New
Agreement; (b) the Adviser maintains an appropriate compliance program; (c)
performance of the Fund is reasonable in relation to the performance of funds
with similar investment objectives and to relevant indices; and (d) the proposed
new management fee is reasonable in relation to those of similar funds and to
the services to be provided by the Adviser. Based on their conclusions, the
Board determined that approval of the New Agreement would be in the best
interests of the Fund and its shareholders.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE PROPOSED NEW AGREEMENT.
VOTING INFORMATION CONCERNING THE MEETING
This Proxy Statement is being sent to shareholders of the Fund in
connection with a solicitation of proxies by the Trustees of the Trust, to be
used at the Meeting to be held at 10:00 a.m. Eastern Time, April 15, 2005, at
the offices of Integrated Fund Services, 221 East Fourth Street, Suite 300,
Cincinnati, Ohio 45202, and at any adjournments thereof. This Proxy Statement,
along with a Notice of the Meeting and a proxy card, is first being mailed to
shareholders of the Fund on or about March 4, 2005.
The Board of Trustees of the Trust has fixed the close of business on
February 22, 2005 as the record date (the "Record Date") for determining the
shareholders of the Fund entitled to receive notice of the Meeting and to vote,
and for determining the number of shares which may be voted, with respect to the
Meeting or any adjournment thereof.
10
In voting for the New Agreement, each full share of the Fund is entitled
to one vote and any fractional share is entitled to a fractional vote.
Proxies may be revoked by executing and delivering a later-dated signed
proxy to the Secretary of the Trust at the address set forth on the cover page
of this Proxy Statement, or by attending the Meeting in person and voting your
shares. Unless revoked, all valid proxies will be voted in accordance with the
specifications thereon or, in the absence of such specifications, FOR approval
of the New Agreement contemplated thereby.
If you wish to participate in the Meeting, you may submit the proxy card
included with this Proxy Statement, vote by telephone, over the internet or
attend in person. (Guidelines on voting by proxy card are immediately after the
Notice of Special Meeting and telephonic voting instructions are set forth on
the proxy card.)
If the enclosed proxy is properly executed and returned in time to be
voted at the Meeting, the proxies named thereon will vote the shares of
beneficial interest represented by the proxy in accordance with the instructions
marked on the returned proxy.
Unless instructions to the contrary are marked on the proxy, it will be
voted FOR the proposed New Agreement and FOR any other matters deemed
appropriate.
If a quorum (more than 50% of the outstanding shares of a Fund) is
represented at the meeting, the vote of a majority of the outstanding shares of
the Fund is required for approval of the proposal being submitted to
shareholders at the Special Meeting. The vote of a majority of the outstanding
shares means the vote of the lesser of (1) 67% or more of the shares of the Fund
present or represented by proxy at the Special Meeting, if the holders of more
than 50% of the outstanding shares of the Fund are present or represented by
proxy or (2) more than 50% of the outstanding shares of the Fund. If the meeting
is called to order but a quorum is not represented at the meeting, the persons
named as proxies may vote the proxies that have been received to adjourn the
meeting to a later date. If a quorum is present at the Special Meeting but
sufficient votes to approve the proposal are not received, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the meeting in
person or by proxy. In determining whether to adjourn the Meeting, the following
factors may be considered: the percentage of votes actually cast, the percentage
of negative votes actually cast, the nature of any further solicitation and the
information to be provided to shareholders with respect to the reasons for the
solicitation. The persons named as proxies will vote upon such adjournment after
consideration of all circumstances which may bear upon a decision to adjourn the
Meeting. The proxy holders will vote those proxies received that voted in favor
of the proposal in favor of such an adjournment and will vote those proxies
received that voted against the proposal against any such adjournment. A
shareholder vote may be taken on the proposal in this proxy statement prior to
any such adjournment if sufficient votes have been received and it is otherwise
appropriate. Abstentions and "broker non-votes" are counted for purposes of
determining whether a quorum is present but do not represent votes cast, which
has the same effect as a vote against the proposal. "Broker non-votes" are
shares held by a broker or nominee for whom an executed proxy is received by the
Trust, but are not voted as to the
11
proposal because instructions have not been received from the beneficial owners
or persons entitled to vote and the broker or nominee does not have
discretionary voting power. If shareholders of the Fund do not vote to approve
the New Agreement, the Current Agreement will remain in effect.
The Trustees of the Trust intend to vote all of their shares in favor of
the proposal described herein. All Trustees and officers as a group owned of
record or beneficially less than 1% of the Trust's outstanding shares on the
Record Date.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES. Please
advise the Fund whether other persons are beneficial owners of shares for which
proxies are being solicited and, if so, the number of copies of this Proxy
Statement needed to supply copies to the beneficial owners of the respective
shares.
Information Concerning Markman Capital Management, Inc.
- -------------------------------------------------------
Markman Capital Management, Inc. (the "Adviser") is a Minnesota
corporation organized in 1990, and is a registered investment adviser under the
Investment Advisers Act of 1940, as amended. The Adviser provides investment
advisory services on a discretionary basis to individuals, trust accounts,
pension and profit sharing plans, charitable institutions, corporations and the
Trust. The Adviser's offices are located at 6600 France Avenue South, Suite 485,
Edina, Minnesota 55435.
The Adviser is owned by Robert J. Markman.
Set forth below are the names and principal occupations of the directors and the
principal executive officers of the Adviser.
Name
Address Position Entity
- --------------------------------------------------------------------------------
Robert J. Markman President and Markman Capital Management,
6600 France Avenue South Director Inc.
Suite 485
Edina, MN 55435 President and Markman MultiFund Trust
Trustee
Judith E. Fansler Chief Operations Markman Capital Management,
6600 France Avenue South Officer/Chief Inc.
Suite 485 Compliance Officer
Edina, MN 55435
Secretary, Markman MultiFund Trust
Treasurer and
Chief Compliance
Officer
12
Administrator
- -------------
The Trust's administrator and transfer agent is Integrated Fund Services,
Inc., 221 East Fourth Street, Suite 300, Cincinnati, Ohio 45202. Integrated Fund
Services, Inc. is a wholly-owned indirect subsidiary of Western and Southern
Financial Group.
Shareholder Information
- -----------------------
The shareholders of the Fund at the close of business on February 22, 2005
(the Record Date) will be entitled to be present and vote at the Meeting. As of
the Record Date, the total number of shares of the Fund outstanding and entitled
to vote was _____________.
As of February 22, 2005, the officers and Trustees of the Trust
beneficially owned as a group less than 1% of the outstanding shares of the
Fund.
Control Persons and Principal Holders of Securities
- ---------------------------------------------------
On February 22, 2005 to the knowledge of the Trustees and management of
the Trust, other than as set forth below, no person owned beneficially or of
record more than 5% of the Fund's outstanding shares.
FINANCIAL STATEMENTS
The Trust's Annual Report for the year ended as of December 31, 2004, is
available at no charge by writing to the Trust at P.O. Box 5354, Cincinnati,
Ohio 45201-5354, or by calling the Trust nationwide (toll-free) at
1-800-707-2771.
ADDITIONAL INFORMATION
The Trust is subject to the informational requirements of the Securities
Exchange Act of 1934 and the 1940 Act, and in accordance therewith files reports
and other information including proxy material and charter documents with the
SEC. These items can be inspected and copied at the Public Reference Facilities
maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the SEC's Regional Offices located at Northwest Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661-2511 and Woolworth Building, 233 Broadway, New
York, New York 10279. Copies of such materials can also be obtained at
prescribed rates from the Public Reference Branch, Office of Consumer Affairs
and Information Services, Securities and Exchange Commission, Washington, D.C.
20549.
OTHER BUSINESS
The Trustees of the Trust do not intend to present any other business at
the Meeting. If, however, any other matters are properly brought before the
Meeting, the persons named in the accompanying form of proxy will vote thereon
in accordance with their judgment.
13
THE TRUSTEES OF THE TRUST RECOMMEND APPROVAL OF THE NEW AGREEMENT AND ANY
UNMARKED PROXIES WITHOUT INSTRUCTIONS WILL BE VOTED IN FAVOR OF APPROVAL OF THE
NEW AGREEMENT
14
Exhibit A
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this ____ day of __________ 2005, by and between MARKMAN
MULTIFUND TRUST, an unincorporated business trust organized under the laws of
The Commonwealth of Massachusetts (the "Trust"), and MARKMAN CAPITAL MANAGEMENT,
INC., a corporation organized under the laws of the State of Minnesota, (the
"Adviser").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is so registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, shares of beneficial interest in the Trust currently consist of
one separate series portfolio - the Total Return Portfolio, and the Trustees
have the power to create additional series (each a "Fund" and together, the
"Funds"); and
WHEREAS, the Adviser is engaged in the business of rendering investment
advisory and management services and is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Trust desires to retain the Adviser to furnish investment
management services to the Trust and the Adviser is willing to furnish such to
the Trust;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. Appointment of Adviser. The Trust hereby appoints the Adviser to act as
investment manager of the Trust for the period and on the terms herein set
forth. The Adviser accepts such appointment and agrees to render the services
herein set forth, for the compensation herein provided.
2. Investment Management Services. The Adviser shall supervise the
investments of the Funds contemplated as of the date hereof, and such subsequent
series of shares of the Trust as the Trustees of the Trust shall select the
Adviser to manage. In such capacity, the Adviser shall maintain a continuous
investment program for each such Fund, determine what securities shall be
purchased or sold by each Fund, secure and evaluate such information as it deems
proper and take whatever action is necessary or convenient to perform its
functions, including the placing of purchase and sale orders.
In executing portfolio transactions and selecting brokers or dealers, the
Adviser will use its best efforts to seek on behalf of the Funds the best
overall terms available. In assessing the best overall terms available for any
transaction, the Adviser shall consider all factors it deems relevant, including
the breadth of the market in the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the commission, if
any, (as those terms are defined in Section 28(e) of the Securities Exchange Act
of 1934, as amended)
provided by such broker or dealer to the Funds or other accounts over which the
Adviser or any affiliate of the Adviser exercises investment discretion. The
Adviser is authorized to pay to a broker or dealer who provides such brokerage
and research services a commission for executing a portfolio transaction for the
Fund which is in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction, if, but only if, the Adviser
determines in good faith that such commission is reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or in terms of all of the
accounts over which the Adviser or any affiliate of the Adviser exercises
investment discretion.
3. Compliance with Laws. All functions undertaken by the Adviser hereunder
shall at all times conform to, and be in accordance with, any requirements
imposed by: (1) the 1940 Act, and any rules and regulations promulgated
thereunder; (2) any other applicable provisions of law; (3) the Declaration of
Trust of the Trust as amended from time to time; (4) the By-laws of the Trust as
amended from time to time; and (5) the registration statements of the Trust as
amended from time to time, filed under the Securities Act of 1933, as amended
and the 1940 Act.
4. Board Supervision. All of the functions undertaken by the Adviser
hereunder shall at all times be subject to the direction of the Board of
Trustees of the Trust, or any committee or officers of the Trust acting under
the authority of the Board of Trustees.
5. Payment of Expenses.
(a) The Adviser shall employ or provide and compensate the
executive, administrative, secretarial and clerical personnel necessary to
provide the services set forth herein, and shall bear the expense thereof.
Adviser shall compensate all Trustees, officers and employees of the Trust who
are also partners or employees of the Adviser.
(b) The Funds will be responsible for the payment of all operating
expenses of the Trust, including fees and expenses incurred by the Trust in
connection with membership in investment company organizations, brokerage fees
and commissions, legal, auditing and accounting expenses, expenses of
registering shares under federal and state securities laws, insurance expenses,
taxes or governmental fees, fees and expenses of the custodian, the transfer,
shareholder service and dividend disbursing agent and the accounting and pricing
agent of the Funds, expenses including clerical expenses of issue, sale,
redemption or repurchase of shares of the Funds, the fees and expenses of
Trustees of the Trust who are not interested persons of the Trust, the cost of
preparing, printing and distributing prospectuses, statements, reports and other
documents to shareholders, expenses of shareholders' meetings and proxy
solicitations, and such extraordinary or non-recurring expenses as may arise,
including litigation to which the Trust may be a party and indemnification of
the Trust's officers and Trustees with respect thereto, or any other expense not
specifically described above incurred in the performance of the Trust's
obligations. All other expenses not expressly assumed by Adviser herein incurred
in connection with the organization, registration of shares and operations of
the Funds will be borne by the Funds
2
6. Account Fees. The Trust, by resolution of the Board of Trustees,
including a majority of the Independent Trustees, may from time to time
authorize the imposition of a fee as a direct charge against shareholder
accounts of the Funds, such fee to be retained by the Trust or to be paid to the
Adviser to defray expenses which would otherwise be paid by the Adviser in
accordance with the provisions of paragraph 5 of this Agreement. At least sixty
(60) days' prior written notice of the intent to impose such fee must be given
to the shareholders of the affected Fund.
7. Compensation of Adviser.
(a) As full compensation for the services and such facilities as may
from time to time be furnished by the Adviser under this Agreement, the Funds
agree to pay to the Adviser a fee at the annual rate listed in Appendix A of the
Fund's average daily net asset value. Such fee shall be accrued daily and
payable monthly. For purposes of calculating such fee, such net asset value
shall be determined by taking the average of all determinations of net asset
value made in the manner provided in the Funds' current Prospectus and Statement
of Additional Information.
(b) For any period less than a full month during which this
Agreement is in effect the compensation payable to the Adviser hereunder shall
be prorated according to the proportion which such period bears to a full month.
(c) Each Fund is responsible for its own operating expenses. Any
fees withheld or voluntarily reduced and any Fund expenses absorbed by the
Adviser voluntarily or pursuant to an agreed upon expense cap which are a Fund's
obligation are subject to reimbursement by the Fund to the Adviser, if so
requested by the Adviser, in subsequent fiscal years if the aggregate amount
actually paid by a Fund toward the operating expenses for such fiscal year
(taking into account the reimbursement) does not exceed the applicable
limitation on the Fund's expenses. The Adviser is permitted to be reimbursed
only for fee reductions and expense payments made in the previous three fiscal
years. Any such reimbursement is also contingent upon the Board of Trustees'
review and approval all reimbursements. Such reimbursement may not be paid prior
to a Fund's payment of current ordinary operating expenses.
8. Limitation of Liability of Adviser.The Adviser shall not be liable for
any error of judgment or mistake of law or for any loss suffered by a Fund in
connection with any investment policy or the purchase, sale, or retention of any
investment on the recommendation of the Adviser; provided, however, that nothing
herein contained shall be construed to protect the Adviser against any liability
to the Fund by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties, or by reason of reckless disregard of its
obligations and duties under this Agreement.
9. Term and Termination.
(a) This Agreement shall become effective on the date hereof. Unless
terminated as herein provided, this Agreement shall remain in full force and
effect for an initial
3
period of two years from the date hereof and shall continue in full force and
effect for successive periods of one year thereafter, but only so long as each
such continuance is approved (i) by either the Trustees of the Trust or by vote
of a majority of the outstanding voting securities (as defined in the 1940 Act)
of the Funds, and, in either event, (ii) 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 such party, cast in person at a meeting called
for the purpose of voting on such approval.
(b) This Agreement may be terminated at any time as to the Trust or
a particular series of the Trust without the payment of any penalty by vote of
the Trustees of the Trust or by vote of the holders of a majority of the
outstanding voting securities (as defined in the 1940 Act) of a Fund or by the
Adviser, on sixty days' written notice to the other party.
(c) This Agreement shall automatically and immediately terminate in
the event of its assignment (as defined in the 1940 Act).
10. Separate Agreement. The parties hereto acknowledge that certain
provisions of the 1940 Act, in effect, treat each series of shares of an
investment company as a separate investment company. Accordingly, the parties
hereto hereby acknowledge and agree that, to the extent deemed appropriate and
consistent with the 1940 Act, this Agreement shall be deemed to constitute a
separate agreement between the Adviser and each Fund.
11. Limitation of Liability of Trustees and Shareholders. A copy of the
Declaration of Trust of the Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts and notice is hereby given that this Agreement is
executed on behalf of the Trustees of the Trust as trustees are not binding upon
the Trustees or holders of shares of the Trust individually but are binding only
upon the assets and property of the Trust.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
MARKMAN MULTIFUND TRUST
By:________________________
Robert J. Markman
Chairman of the Board of
Trustees and President
MARKMAN CAPITAL MANAGEMENT, INC.
By:________________________
Robert J. Markman
President
4
APPENDIX A
----------
Compensation of the Adviser. The Portfolio will pay to the Adviser, for
all of the services to be rendered and payments made as provided in this
Agreement, a base fee, computed and accrued daily and paid monthly, at an annual
rate of 0.85% of its average daily net assets (the "Base Fee"), which fee is
subject to adjustment based on the investment performance of the Portfolio in
relation to the investment performance of the Portfolio's benchmark index, which
is the S&P 500 Index.
The Base Fee will be decreased in a series of breakpoints as the total
assets under management for the Portfolio increase. The breakpoints, and the
corresponding Base Fee. are:
$0- $200 million 0.85%
Next $150 million 0.80% (on assets from $200 - $350 million)
Next $150 million 0.75% (on assets from $350 - $500 million)
Next $150 million 0.70% (on assets from $500 - $650 million)
Next $150 million 0.65% (on assets from $650 - $800 million)
All additional dollars 0.60% (on assets over $800 million)
Adjustments to the Base Fee will be made by comparison of the Portfolio's
investment performance for the applicable performance period to the investment
performance of the Portfolio's benchmark index for the same period (the
"Performance Fee Adjustment"). The applicable performance period is a rolling
twelve (12) month period whereby the most recent calendar month is substituted
for the earliest month as time passes.
Using the S&P 500 as the benchmark, a "band" ranging from 5.00% below the
benchmark to 5% above the benchmark would be established. Within that band, the
performance adjustment would be 1/50th of the return above or below the
benchmark, calculated on a rolling 12-month basis (or put another way, 2 basis
points for every one percent move). For example, if the Fund gained 1% more than
the S&P 500, the performance fee would be adjusted positively two basis points
(0.02%). If the Fund underperformed the S&P 500 by 2%, the performance fee
adjustment would be negative four basis points (0.04%). Using this formula, the
maximum yearly performance adjustment would be 10 basis points, up or down.
Initial Period. The Performance Fee Adjustment will not be applied until
this Agreement has been in effect for 12 months (the "Initial Period"). For the
first 12 months of the Initial Period, the Adviser will receive the Base Fee.
Subsequent Periods. For each month following the Initial Period, the
Adviser will receive the Base Fee, subject to the Performance Fee Adjustment
calculated as described above.
The Portfolio's investment performance will be measured by comparing (i)
the opening net asset value of one share of the Portfolio on the first business
day of the performance period with (ii) the closing net asset value of one share
of the Portfolio as of the last business day of such period. In computing the
investment performance of the Portfolio and the investment record of the
Portfolio's benchmark index, distributions of realized capital gains, the value
of
5
capital gains taxes per share paid or payable on undistributed realized
long-term capital gains accumulated to the end of such period and dividends paid
out of investment income on the part of the Portfolio, and all cash
distributions of the securities included in the Portfolio's benchmark index,
will be treated as reinvested in accordance with Rule 205-1 or any other
applicable rules under the Investment Advisers Act of 1940, as the same from
time to time may be amended.
Any calculations of the investment performance of the Portfolio and the
investment performance of the Portfolio's benchmark index shall be in accordance
with any then applicable rules of the Securities and Exchange Commission.
In the event of any termination of this Agreement, the fee provided for in
this Appendix A shall be calculated on the basis of a period ending on the last
day on which this Agreement is in effect, subject to a pro rata adjustment based
on the number of days elapsed in the current period as a percentage of the total
number of days in such period.
6
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND
THE EXPENSE OF ADDITIONAL MAILINGS
Your Proxy Vote is important!
Now you can Vote your Proxy on the PHONE
or on the INTERNET.
Just follow these simple steps:
1. Read your proxy statement and have it
at hand.
2. Call toll-free 1-866-241-6192 or go
to website:
https://vote.proxy-direct.com
3. Follow the recorded or on-screen
directions.
4. Do not mail your Proxy Card when you
vote by phone or via the Internet.
Please detach at perforation before mailing.
.................................................................................
PROXY MARKMAN TOTAL RETURN CORE FUND PROXY
(formerly, Markman Total Return Portfolio)
a series of Markman MultiFund Trust
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON April 15, 2005
The undersigned hereby instructs Frank L. Newbauer and Daniel J. Simonson, and
each of them, attorneys and proxies for the undersigned, with full power of
substitution and revocation to represent the undersigned and to vote on behalf
of the undersigned all shares of the Markman Total Return Core Fund (the "Fund")
which the undersigned is entitled to vote at a special meeting of shareholders
of the Fund to be held at 10:00 a.m., Eastern time, on April 15, 2005, at the
offices of Integrated Fund Services, Inc., 221 East Fourth Street, Suite 300,
Cincinnati, Ohio 45202 and at any adjournment thereof, as indicated on the
reverse side. A majority of the proxies present and acting at the meeting in
person or by substitute (or, if only one shall be so present, then that one)
shall have and may exercise all of the power of authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT, AS APPLICABLE, IS HEREBY ACKNOWLEDGED.
VOTE VIA THE INTERNET:
https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-241-6192
Note: PLEASE SIGN EXACTLY AS YOUR
NAME(S) APPEAR ON THIS CARD. When
signing as attorney, executor,
administrator, trustee, guardian or as
custodian for a minor please sign your
name and give your full title as such.
If signing on behalf of a corporation
please sign the full corporate name and
your name and indicate your title. If
you are a partner signing for a
partnership, please sign the partnership
name, your name and indicate your title.
Joint owners should each sign this card.
Please sign, date and return.
________________________________________
Signature and Title, if applicable
________________________________________
Signature (if held jointly)
__________________________________, 2005
Date MTR_15015
UNLESS VOTING BY TELEPHONE OR THE INTERNET, PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE!
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND
THE EXPENSE OF ADDITIONAL MAILINGS
Please detach at perforation before mailing.
.................................................................................
SHARES HELD ON BEHALF OF THE SHAREHOLDER WILL BE VOTED AS INDICATED BELOW OR FOR
ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED.
IF THIS PROXY CARD IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE, THE
PROXIES SHALL VOTE FOR THE PROPOSAL.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: [X]
FOR AGAINST ABSTAIN
1. To approve a new Management [ ] [ ] [ ]
Agreement for the Fund with
Markman Capital Management, Inc.
MTR_15015
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE BEFORE MAILING