DEFNITIVE COPIES
(File Nos. 333-40819 and 811-08507)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __ )
Filed by the Registrant [X] Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
ICM Series Trust
Two Portland Square
Portland, Maine 04101
(207) 879-1900
Margaret Gallardo-Cortez
Citigroup Fund Services, LLC
Two Portland Square
Portland, Maine 04101
Copies to:
Joseph R. Fleming, Esq.
DECHERT LLP
200 Clarendon Street, 27th Floor
Boston, Massachusetts 02116
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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**PLEASE REMEMBER TO VOTE**
(FUND LOGO)
IMPORTANT NEWS FOR SHAREHOLDERS
While we encourage you to read the full text of the enclosed Proxy
Statement, we are also providing you with a brief overview of the subject of
the shareholder vote.
QUESTIONS AND ANSWERS
Q: What is happening?
A: On November 16, 2005, Ironwood Capital Management, LLC ("Ironwood")
entered into an agreement ("Transaction Agreement") with MB Investment
Partners, Inc. ("MBIP") and MB Investment Partners and Associates LLC
("MBIPA,") regarding the acquisition of Ironwood by MBIPA (the "Transaction").
Pursuant to the Transaction Agreement, MBIPA agreed to acquire Ironwood for a
combination of cash and equity in MBIPA. The Transaction closed on January 24,
2006 ("Closing Date'). Under the Investment Company Act of 1940, this transfer
is deemed an "assignment" that automatically terminated the former investment
advisory agreement between the Fund and Ironwood ("Former Agreement'). In order
to ensure that the provision of advisory services to the Fund is not disrupted
pending shareholder action, the Trust has entered into an "interim advisory
agreement" ("Interim Agreement") with Ironwood; the Interim Agreement became
effective on the Closing Date and may remain in effect for no more then 150
days. We are asking the shareholders of the Fund to approve a new investment
advisory agreement between the Fund and Ironwood ("New Agreement").
THE BOARD MEMBERS OF YOUR FUND, INCLUDING THOSE WHO ARE NOT AFFILIATED WITH
THE FUND, IRONWOOD, MBIPA OR ANY OTHER AFFILIATES, RECOMMEND THAT YOU VOTE FOR
THIS PROPOSAL.
Q. WILL THE PROPOSED AGREEMENT CHANGE THE FEES AND EXPENSES ASSOCIATED WITH
MY INVESTMENT IN THE FUND OR THE SERVICES PROVIDED TO THE FUND BY IRONWOOD?
A. Warren Isabelle will continue to be primarily responsible for the
management of the Fund, the Fund's investment objectives will not change and
you will still own the same shares in the Fund. The New Agreement is, in all
material respects, the same as the Former Agreement, save for those terms that
relate to contract duration. The fees and expenses associated with your
investment in the Fund will NOT change under the New Agreement. The services
provided by Ironwood to the Fund are also not expected to change; if, however,
shareholders do not approve the New Agreement, the Interim Agreement will
terminate and the Members of the Board of Trustees ("Board") of your Fund will
take such action as they deem to be in the best interests of your Fund and its
shareholders.
Q. What other matters am I being asked to vote on?
A. You are also being asked to elect four Trustees to the Board.
Q. Why is an Election of Trustees Being Held at this Time?
A. All but one of the Trustees who currently serve on the Trust's Board have
served since the inception of the Trust and were elected by the Trust's initial
shareholders. The Board has determined that asking shareholders to elect
trustees at the Meeting would reduce the possibility that an additional
shareholder meeting would be required solely for the purpose of electing
trustees at a later date. This possibility exists because, under the
1
Investment Company Act of 1940, at least two-thirds of the Trustees must have
been elected by shareholders. If all Trustees standing for election are
approved by shareholders, 75% of the Board will consist of "Independent"
Trustees and 100% of the Trust's Board will have been elected by the Trust's
shareholders. These percentages meet or exceed applicable legal and industry
standards.
Q: How do the board members of my fund recommend that I vote?
A: After careful consideration, the Trustees of your Fund recommend that you
vote FOR Proposal No. 1 listed on the proxy card and "FOR each of the Trustees
standing for re-election to the Board referenced in Proposal No. 2.
Q: Will my Fund pay for this proxy solicitation?
A: No. The Fund will not bear these costs.
Q: How can I vote?
A: To vote, you may use any of the following methods:
. By Mail. Please complete, date and sign your proxy card before mailing it
in the enclosed postage-paid envelope.
. By Internet. Have your proxy card available. Go to the website listed on
the proxy card. Enter your control number from your proxy card. Follow
the simple instructions found on the website.
. By Telephone. Have your proxy card available. Call the toll-free number
listed on the proxy card. Enter your control number from your proxy card.
Follow the simple instructions.
. In Person. Shareholders can also vote in person at the special meeting of
shareholders to be held on April 18, 2006.
Q: Whom do I call for more information?
A: Please call Citigroup Fund Services, LLC, the transfer agent for ICM
Series Trust/Isabelle Small Cap Value Fund toll free at (800) 472-6114.
2
(FUND LOGO)
ICM SERIES TRUST
TWO PORTLAND SQUARE
PORTLAND, MAINE 04101
February 13, 2006
Dear Shareholder:
On November 16, 2005, Ironwood Capital Management, LLC ("Ironwood"), your
Fund's investment adviser, entered into an agreement ("Transaction Agreement")
with MB Investment Partners, Inc. ("MBIP") and MB Investment Partners and
Associates LLC ("MBIPA") regarding the acquisition of Ironwood by MBIPA
("Transaction"). According to the terms of the Transaction Agreement, MBIPA
agreed to acquire Ironwood for a combination of cash and equity in MBIPA. The
closing date ("Closing Date") of the Transaction occurred on January 24, 2006.
A more thorough description of Ironwood and its affiliate, MBIPA, is
contained in the enclosed proxy statement.
At a shareholder meeting on April 18, 2006, you will be asked to vote on the
following proposals:
. The election of four Trustees to the Board of Trustees ("Board") of your
Fund; and
. Approval of a new investment advisory agreement ("New Agreement") with
Ironwood for your Fund.
Your approval is necessary because, in light of regulatory requirements, the
version of the Fund's investment advisory agreement that was in effect at the
time of the Transaction ("Former Agreement") automatically ended. The New
Agreement is the same in all material respects as the Former Agreement, with
the exception of the execution and termination dates.
IT IS IMPORTANT TO REMEMBER THAT YOUR FUND AND ITS INVESTMENT OBJECTIVES
WILL NOT CHANGE AS A RESULT OF THIS PROXY SOLICITATION OR THE TRANSACTION. YOU
WILL STILL OWN THE SAME SHARES IN THE FUND.
The Board has approved an interim agreement ("Interim Agreement") with
Ironwood to allow Ironwood to continue providing services to the Fund while
shareholder approval of the New Agreement is pending. The Interim Agreement is
scheduled to expire 150 days after the Closing Date, unless terminated sooner.
If approved by shareholders at the shareholder meeting, the New Agreement would
take effect upon the obtaining of such approval.
AFTER CAREFUL CONSIDERATION, YOUR FUND'S BOARD OF TRUSTEES APPROVED EACH OF
THE PROPOSALS AND RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH PROPOSAL.
Your vote is important regardless of the number of shares you own. Please
take a few minutes to read the proxy statement and cast your vote. IT IS
IMPORTANT THAT WE RECEIVE YOUR VOTE NO LATER THAN APRIL 17, 2006. If you have
more than one account registered in your name, you will receive one proxy card
for each account. PLEASE VOTE AND RETURN EACH PROXY CARD THAT YOU RECEIVE. YOU
MAY ALSO VOTE BY TELEPHONE OR INTERNET USING THE INSTRUCTIONS SHOWN ON THE
PROXY CARD(S), BUT WE MUST RECEIVE YOUR VOTE NO LATER THAN APRIL 17, 2006.
We understand that you may have questions about the Transaction. Once again,
neither this proxy solicitation nor the Transaction will change your Fund or
its investment objectives. YOU WILL STILL OWN THE SAME SHARES IN THE FUND. IF
YOU HAVE ANY QUESTIONS BEFORE YOU VOTE, PLEASE REVIEW THE ATTACHED "QUESTIONS
AND ANSWERS" OR CALL (800) 472-6114. We'll help you get the answers you need
promptly. We appreciate your participation and prompt response in this matter
and thank you for your continued support of ICM Series Trust.
Sincerely,
/s/ WARREN J. ISABELLE
-----------------------------
Warren J. Isabelle,
Chairman of the Board of
Trustees,
ICM Series Trust
DEFINITIVE COPY
NOTICE OF SPECIAL MEETING
OF THE SHAREHOLDERS OF
ICM SERIES TRUST
ICM/ISABELLE SMALL CAP VALUE FUND
Notice is hereby given that a Special Meeting of the Shareholders (the
"Meeting") of ICM/Isabelle Small Cap Value Fund (the "Fund"), the sole series
of ICM Series Trust (the "Trust"), will be held on April 18, 2006 at 2:00 p.m.
Eastern Time at the offices of Dechert LLP, 200 Clarendon St., 27/th/ Floor,
Boston, Massachusetts 02116, for the following purposes:
Proposal 1.To elect four members of the Board of Trustees of the Trust to hold
office until their respective successors have been duly elected and
qualified or until their earlier resignation or removal, whose terms
will be effective on the date of the Meeting or, in the event of an
adjournment or adjournments of the Meeting, such later date as
shareholder approval is obtained; and
Proposal 2.To approve or disapprove a new investment advisory agreement between
the Fund and Ironwood Capital Management, LLC.
The Board of Trustees recommends that you approve each nominee for Trustee
and vote to approve the new investment management agreement.
Please read the enclosed proxy statement carefully for information
concerning the proposals to be placed before the Meeting or any adjournments or
postponements thereof.
The persons named as proxies will vote in their discretion on any other
business that may properly come before the Meeting or any adjournments or
postponements thereof in the manner described below. Additional matters would
include only matters that were not anticipated as of the date of the enclosed
proxy statement.
In the event that the necessary quorum to transact business or the vote
required to approve a proposal is not obtained at the Meeting, the persons
named as proxies may propose one or more adjournments of the Meeting in
accordance with applicable law to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of the holders of a majority
of the Fund's shares present in person or by proxy at the Meeting. The persons
named as proxies will vote FOR any such adjournment those proxies which they
are entitled to vote in favor of that proposal and will vote AGAINST any such
adjournment those proxies to be voted against that proposal.
Shareholders of record at the close of business on February 7, 2006 are
entitled to notice of and to vote at the Meeting. You are invited to attend the
Meeting. If you cannot do so, however, PLEASE COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY CARD(S), AND RETURN IT IN THE ACCOMPANYING ENVELOPE AS PROMPTLY
AS POSSIBLE. Any shareholder attending the Meeting may vote in person even
though a proxy has already been returned.
You can also vote quickly and easily by toll-free telephone call, by
internet, or by mail. Just follow the instructions that appear on your enclosed
proxy card(s).
By Order of the Board of Trustees,
-----------------------------
Warren J. Isabelle,
Chairman of the Board of
Trustees,
ICM Series Trust
February 13, 2006
DEFINITIVE COPY
ICM SERIES TRUST
Two Portland Square
Portland, Maine 04101
ICM/ISABELLE SMALL CAP VALUE FUND (the "Fund")
PROXY STATEMENT
February 13, 2006
This Proxy Statement provides you with information you should review before
voting on the matters (each a "Proposal") listed in the Notice of Special
Meeting for the Fund, the sole series of ICM Series Trust (the "Trust"). The
Trust's Board of Trustees (the "Board," the members of which are referred to
herein as the "Trustees") is soliciting your vote for the Special Meeting of
Shareholders of the Fund (the "Meeting") to be held on April 18, 2006 at 2:00
p.m. Eastern Time at the offices of Dechert LLP, 200 Clarendon St., 27/th/
Floor, Boston, Massachusetts 02116, and, if the Meeting is adjourned or
postponed, at any adjournment or postponement thereof.
Solicitation of Proxies
This proxy statement is being solicited by the Board on behalf of the Trust.
The solicitation of votes is made by the mailing of this Proxy Statement and
the accompanying proxy card(s) on or about February 26, 2006.
The appointed proxies will vote in their discretion on any other business
that may properly come before the Meeting or any adjournments or postponements
thereof in the manner described below. Additional matters would include only
matters that were not anticipated as of the date of this Proxy Statement.
In the event that the necessary quorum to transact business or the vote
required to approve a proposal is not obtained at the Meeting, the persons
named as proxies may propose one or more adjournments of the Meeting in
accordance with applicable law to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of the holders of a majority
of the Fund's shares present in person or by proxy at the Meeting. The persons
named as proxies will vote FOR any such adjournment those proxies which they
are entitled to vote in favor of that proposal and will vote AGAINST any such
adjournment those proxies to be voted against that proposal.
Shareholder Reports
Copies of the Trust's most recent annual and semi-annual reports, including
financial statements, previously have been sent to shareholders. This Proxy
Statement should be read in conjunction with the Trust's annual report. Copies
of the reports are available without charge upon request to the Trust by
calling (800) 472-6114 or by writing to the Trust at the above address.
GENERAL OVERVIEW
On November 16, 2005, Ironwood Capital Management, LLC ("Ironwood), the
Fund's investment adviser, entered into an agreement (the "Transaction
Agreement") with MB Investment Partners, Inc. ("MBIP") and MB Investment
Partners and Associates LLC ("MBIPA"; formerly called Munn Bernhard &
Associates LLC) regarding the acquisition of Ironwood by MBIPA (the
"Transaction"). According to the terms of the Transaction Agreement, MBIPA
agreed to acquire Ironwood for a combination of cash and equity in MBIPA The
closing date (the "Closing Date") of the Transaction was January 24, 2006. As a
result of the Transaction, Ironwood became a wholly-owned subsidiary of MBIPA.
1
MBIPA is a Delaware limited liability company the primary business and
purpose of which is to operate "significant subsidiaries" that will be
registered investment advisers, as defined under the Investment Advisers Act of
1940 (the "Advisers Act").
MBIP, a New York based money management firm with approximately $700 million
dollars in assets, specializes in the preservation and creation of wealth for
high net worth individuals, families, pensions and endowments. Founded in 1983,
this firm has investment management expertise developing strategies and
customized, diversified portfolios. MBIP is registered with the SEC as an
investment adviser.
It is MBIPA's intention to promote the Fund to MBIP's current client base in
order to enhance the clients' small cap allocation. It is hoped by management
that this will result in an increased asset base for the Fund, therefore
decreasing the expense ratio for current Fund shareholders. MBIPA, MBIP and
Ironwood believe that combining the operations of Ironwood and MBIP will also
benefit the Trust through added depth in management and the critical mass
necessary to improve the negotiating of terms with brokers and vendors for
trading and other miscellaneous services.
Proposal 1
ELECTION OF NOMINEES TO THE BOARD OF TRUSTEES OF THE FUND.
At the Meeting, you will be asked to elect each of John A. Fiffy, Warren J.
Isabelle, Donald A. Nelson and Thomas R. Venables as a Trustee of the Fund.
Each of the nominees currently serves as a Trustee. Mr. Venables was appointed
by the Board in May, 2003. The remaining Trustees were previously elected by
the Trust's initial shareholders prior to the Fund's commencement of operations
on March 9, 1998. Mr. Isabelle is deemed to be an "interested person" of the
Trust for purposes of the Investment Company Act of 1940, as amended (the "1940
Act") and, therefore, serves as an "Interested Trustee" of the Trust. Each of
the other nominees is not an "interested person" of the Trust for purposes of
the 1940 Act (collectively, the "Independent Trustees"). All of the nominees
will continue to serve as Trustees whether or not shareholders of the Fund
approve this Proposal.
The persons named as proxies on the enclosed proxy card(s) will vote for the
election of each of the nominees named above unless authority to vote for any
or all of the nominees is withheld in the proxy. Each Trustee so elected will
serve as a Trustee of the Trust until the election and qualification of a
successor or until such Trustee sooner dies, resigns or is removed as provided
in the governing documents of the Trust. Each of the nominees has indicated
that he or she is willing to serve as a Trustee. If any or all of the nominees
should become unavailable for election due to events not now known or
anticipated, the persons named as proxies will vote for such other nominee or
nominees as the Nominating Committee of the Board may recommend.
The primary responsibility of the Board is to represent the interests of
shareholders of the Fund and to provide oversight of the management of the
Fund. The Board met five times during the fiscal year ended December 31, 2005.
Each Trustee attended all Board and applicable committee meetings.
2
The following information shows the Trustees/nominees for Trustee and the
executive officers of the Trust and their principal occupations which, unless
otherwise specified, are of more than five years duration, although the titles
held may have varied during that period.
TRUSTEES/NOMINEES
Independent Trustees (All Standing for Re-Election)
Number of
Position with Portfolios Other
the Trust, Term in Fund Complex Directorships
of Office and Length Principal Occupation Overseen by Held by
Name, Age and Address of Time Served/1/ During the Past Five Years Trustee Trustee
- --------------------- -------------------- ------------------------------- --------------- -------------
John A. Fiffy........ Trustee since 1998 Acquisition consultant, Hewlett 1 None
Age: 55 Packard Company (a computer
ICM Series Trust hardware company) (1993 -
Two Portland Square present)
Portland, ME 04101
Donald A. Nelson, CPA Trustee since 1998 Associate Professor of 1 None
Age: 59 Accounting and Finance,
ICM Series Trust Merrimack College (1975 -
Two Portland Square present); Certified Public
Portland, ME 04101 Accountant (1972 - present)
Thomas R. Venables... Trustee since 2003 President & CEO, Benjamin 1 None
Age: 50 Franklin Bank Co. (2002 -
ICM Series Trust present); self-employed
Two Portland Square Business Consultant (2001 -
Portland, ME 04101 2002); President & CEO,
Lighthouse Bank (2000 -
2001)
- --------
/1/ The term of service is indefinite.
Interested Trustee Standing for Re-Election
Number of
Position with Portfolios in Fund Other
the Trust, Term Complex Directorships
of Office and Length Principal Occupation Overseen by Held by
Name, Age and Address of Time Served/1/ During the Past Five Years Trustee Trustee
- --------------------- -------------------- ------------------------------- ------------------ -------------
Warren J. Isabelle, CFA*......... Trustee, President Chief Investment Officer, 1 None
Age: 53 and Chairman of Ironwood Capital Management,
Ironwood Capital Management, the Board of LLC (1997 - present); Director,
LLC Trustees since Compensation Committee
21 Custom House St., Suite 240 1998 Member and Executive
Boston, MA 02110 Management Committee
Member, Ironwood Capital
Management, LLC (2005 -
present); Managing Member,
Ironwood Capital Management,
LLC (1997 - 2005)
- --------
* Indicates an "interested person" of the Trust, as that term is defined in
Section 2(a)(19) of the 1940 Act. Mr. Isabelle is deemed to be an interested
person because of his affiliation with Ironwood.
/1 /The term of service is indefinite.
3
Officers of Trust Who Are Not Trustees
Position with the Trust,
Term of Office and Principal Occupation
Name, Age and Address Length of Time Served/1/ During the Past Five Years
- --------------------- ----------------------------- ----------------------------
Gary S. Saks.................... Vice-President, Secretary, Chief Financial Officer and
Age: 37 Treasurer and Chief Financial Chief Compliance Officer,
Ironwood Capital Management, LLC Officer since 1998 Ironwood Capital Management,
21 Custom House St., Suite 240 LLC (1997 - present); Member
Boston, MA 02110 and Chief Operating Officer,
Ironwood Capital Management,
LLC (1997 - present).
Sara M. Morris.................. Vice President and Assistant Director and Relationship
Age: 42 Secretary since 2004. Manager, Citigroup Fund
Citigroup Fund Services, LLC Services, LLC since 2004;
Two Portland Sq. Chief Financial Officer, The
Portland, ME 04101 VIA Group, LLC (strategic
marketing company) 2000 -
2003.
- --------
/1 /The term of service is indefinite.
As of the record date, no Independent Trustee or immediate family member of
an Independent Trustee owned beneficially or of record any securities, or held
any direct or indirect interest, in the Fund's investment adviser or principal
underwriter or in a person directly or indirectly controlling, controlled by or
under common control with such entities. As of the record date, the dollar
range of equity securities owned by each Trustee in the Fund Complex (the Fund
is currently the only fund in the Fund Complex) is as follows:
Dollar Range of Equity
Securities in
Name of Trustee the Fund/Fund Complex
--------------- ----------------------
Independent Trustees
John A. Fiffy.......... $18,452.09
Donald A. Nelson, CPA.. $ 0.00
Thomas R. Venables..... $60,784.50
Interested Trustees
Warren J. Isabelle, CFA $ 0.00
For the fiscal year ended December 31, 2005, the Trustees then serving on
the Board received the following compensation from the Trust. No Trustee
received compensation from any other investment company that has the same
investment adviser as the Fund or an investment adviser that is an affiliated
person of Ironwood.
Pension or
Aggregate Retirement Benefits
Compensation from Accrued As Part Est. Annual Benefits
Name of Trustee the Trust of Fund Expenses Upon Retirement
- --------------- ----------------- ------------------- --------------------
Independent Trustees
John A. Fiffy.......... $9,000 None None
Donald A. Nelson, CPA.. $9,000 None None
Thomas R. Venables..... $9,000 None None
Interested Trustees
Warren J. Isabelle, CFA $ 0 None None
Richard A. Droster/1/.. $ 0 None None
- --------
/1 /Mr. Droster resigned from his position with the Trust effective
November 17, 2005.
4
Independent Trustees receive from the Trust a fee of $1,000 for each Board
meeting and each Audit Committee meeting attended and a $2,000 annual fee. In
addition, each Independent Trustee is reimbursed for all out-of-pocket expenses
relating to attendance at such meetings. The Trust does not pay any annual
trustee's fee to any Trustee who is affiliated with Ironwood or the Trust's
distributor, Foreside Fund Services, LLC.
Committees of the Board of Trustees
The Trust has an Audit Committee comprising solely the Independent Trustees,
currently Messrs. Fiffy, Nelson and Venables. The Board has adopted a written
charter for the Audit Committee. As set forth in the charter, the Audit
Committee assists the Board in fulfilling its responsibility for oversight of
the quality and integrity of the accounting, auditing and financial reporting
practices of the Trust. It is responsible for meeting with the Trust's
independent certified public accountants to (1) review the arrangements and
scope of any audit; (2) discuss matters of concern relating to the Trust's
financial statements, including any adjustments to such statements recommended
by the accountants, or other results of any audit; (3) consider the
accountants' comments with respect to the Trust's financial policies,
procedures, and internal accounting controls; and (4) review any form of
opinion the accountants propose to render to the Trust. The Audit Committee met
two times during the fiscal year ended December 31, 2005.
The Trust also has a Nominating Committee that comprises all of the
Independent Trustees. The Trust's Nominating Committee, which does not have a
charter and which meets when necessary, is charged with the duty of nominating
all Independent Trustees and committee members, and presenting those
nominations to the Board. When identifying and evaluating candidates, the
Nominating Committee considers the extent to which each candidate considered
will enhance the ability of the Board to carry out its responsibilities. Among
the factors that may be taken into account are the candidate's business and
financial experience, relevant technical skills, financial acumen and industry
knowledge, and their commitment to attend and effectively participate in
regular and special meetings of the Board and Board committees. The Nominating
Committee will not consider nominees for Independent Trustees recommended by
security holders. During the fiscal year ended December 31, 2005, the
Nominating Committee met once.
Lastly, the Trust also has a Valuation Committee, comprising all of the
Trustees. The Board of Trustees has adopted Amended and Restated Policies and
Procedures with Respect to Valuation of Securities for which Market Quotations
are not Readily Available ("Valuation Procedures"). The Valuation Procedures
are implemented by the Valuation Committee, which was established for the
purpose of determining fair value. The Valuation Committee also produces fair
value determinations for securities maintained in the portfolios of the Trust
consistent with valuation procedures approved by the Board of Trustees. The
Valuation Committee meets when necessary. During the fiscal year ended
December 31, 2005, the Valuation Committee did not meet.
Required Vote
Election of each of John A. Fiffy, Warren J. Isabelle, Donald A. Nelson and
Thomas R. Venables as a Trustee requires the approval of a plurality of the
votes cast at the Meeting (i.e., more votes cast FOR election than AGAINST at
the Meeting).
The Board unanimously recommends that the shareholders of the Fund vote FOR
the election of each nominee as a Trustee.
5
PROPOSAL 2
APPROVAL OF THE NEW INVESTMENT ADVISORY
AGREEMENT WITH IRONWOOD
On November 16, 2005, Ironwood entered into the Transaction Agreement with
MBIP and MBIPA regarding the Transaction, upon the closing of which MBIPA
acquired Ironwood. Pursuant to the Transaction Agreement, MBIPA agreed to
acquire Ironwood for a combination of cash and equity in MBIPA. The Closing
Date was January 24, 2006. Under the Investment Company Act of 1940, the
transfer that took place as a result of the Transaction is deemed an
"assignment" that automatically terminated the Former Agreement between the
Fund and Ironwood. In order to ensure that the provision of advisory services
to the Fund is not disrupted pending shareholder action, the Trust has entered
into the Interim Agreement with Ironwood; the Interim Agreement became
effective on the Closing Date and may remain in effect for no more then 150
days. As more fully described below, the Board of Trustees has approved the New
Agreement between the Fund and Ironwood. If approved by shareholders, the New
Agreement will replace the interim advisory agreement.
As stated above, the Transaction was consummated on the Closing Date. As a
result of the Transaction, Ironwood was acquired by MBIPA for a purchase price
of less than $10 million and became a wholly-owned subsidiary of MBIPA. As also
stated above, MBIPA has acquired Ironwood for a combination of cash and equity
in MBIPA. Mr. Isabelle, Mr. Saks and Mr. Collins, three of the four principles
of Ironwood, received a combination of cash and equity in MBIPA in exchange for
their respective interests in Ironwood. Mr. Droster, the fourth principle, will
not be participating in the new organization and received only cash, to be paid
over a two-year period, in exchange for his interest in Ironwood. Mr. Isabelle
will be Chief Investment Officer and Mr. Saks will be Chief Financial Officer
of Ironwood. Mr. Collins continues to serve as Sr. Portfolio Manager of
Ironwood. In addition, Robert Machinist and Mark Bloom (both from MBIP) now
also serve as Chief Executive Officer and Chief Operating Officer,
respectively, of Ironwood. The change in ownership of Ironwood resulting from
the Transaction is deemed under the 1940 Act to be an assignment of the Former
Agreement. The Former Agreement provides for its automatic termination upon an
assignment. Accordingly, the New Agreement between Ironwood and the Trust, on
behalf of the Fund, is proposed for approval by shareholders of the Fund.
In anticipation of the Transaction and the consequent termination of the
Former Agreement, the Board approved the Interim Agreement for a maximum of the
150-day period following the Closing Date in order to permit Ironwood to
provide services to the Fund while shareholder approval of the New Agreement is
pending. Consequently, Ironwood is providing services to the Fund pursuant to
the Interim Agreement from the Closing Date. The Interim Agreement is scheduled
to expire on the date that is 150 days after the Closing Date, unless
terminated sooner. The Interim Agreement provides that any advisory fees earned
by Ironwood under the Interim Agreement shall be held in an interest-bearing
escrow account and be paid upon shareholder approval of the New Agreement. If
shareholders do not vote to approve the New Agreement, Ironwood shall be paid,
out of the escrow account, the lesser of (a) any costs incurred in performing
its duties under the Interim Agreement (plus interest earned on that amount
while in escrow), or (b) the total amount in the escrow account (plus interest
earned). If the New Agreement is not approved, Ironwood may serve as the Fund's
investment adviser on a temporary basis while the Board considers further
action.
The form of the New Agreement is attached as Exhibit A to this Proxy
Statement and the description of its terms in this section is qualified in its
entirety by reference to Exhibit A.
The Fund commenced operations on March 9, 1998 and the Former Agreement
became effective on March 2, 1998. The Former Agreement was last approved by
the Board on February 17, 2005 and was continued for one year. The Former
Agreement was last submitted to the Fund's initial shareholders prior to the
Fund's commencement of operations on March 9, 1998. The Former Agreement
terminated upon consummation of the Transaction on the Closing Date and
Ironwood is serving as interim investment adviser to the Fund pursuant to the
Interim Agreement from the date of that termination.
6
Ironwood does not anticipate that the Transaction will cause any reduction
in the quality of services now provided to the Fund or have any adverse effect
on Ironwood's ability to fulfill its obligations to the Fund.
At the October 17, 2005 meeting of the Board, the Interim Agreement and the
New Agreement were approved by the Board, including the Independent Trustees.
The New Agreement, as approved by the Board, is submitted for approval by the
shareholders of the Fund.
If the New Agreement is approved by shareholders, it will take effect upon
the obtaining of shareholder approval of the New Agreement. The New Agreement
will remain in effect for two years, and, unless earlier terminated, will
continue from year to year thereafter, provided that each such continuance is
approved annually with respect to the Fund (i) by the Board or by the vote of a
majority of the outstanding voting securities of the Fund, and, in either case,
(ii) by a majority of the Independent Trustees.
The Terms of the New Agreement
The New Agreement is the same in all material respects as the Former
Agreement, with the exception of the execution and termination dates.
The New Agreement provides that Ironwood will act as investment adviser to
the Trust and, subject to such limitations as the Board may impose, assume all
investment duties and have full discretionary power and authority with respect
to investment of the assets of the Fund.
The New Agreement also provides that Ironwood is responsible for
broker-dealer selection in its sole discretion, and is not obligated to deal
with any broker or group of brokers in executing portfolio transactions for the
Fund. In selecting broker-dealers, Ironwood will generally seek the best
combination of net price and execution and may consider other factors,
including: the broker's trading expertise, stature in the industry, execution
ability, facilities, clearing capabilities and financial services offered,
long-term relations with Ironwood, reliability and financial responsibility,
timing and size of order and execution, difficulty of execution, current market
conditions and depth of the market. Transaction charges, being a component of
price, may also be considered as a factor in making such determination. Subject
to such policies as the Board may determine, Ironwood may cause the Fund to pay
a broker or dealer that provides brokerage or research services to Ironwood an
amount of commission for effecting a portfolio transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction, if Ironwood determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research services provided by such broker and dealer. Ironwood is also
authorized to allocate the orders placed by it on behalf of the Fund to such
brokers or dealers who also provide research or statistical material, or other
services, to the Trust, Ironwood, or any affiliate of either.
The New Agreement provides that Ironwood will bear the cost of rendering the
advisory services to be performed by it under the New Agreement, and will, at
its own expense, pay the compensation of any Trustees, officers and employees,
if any, of the Trust who are affiliated persons of Ironwood. The New Agreement
provides that all other operating costs and expenses relating to the Fund will
be paid by the Trust from the assets of the Fund.
The New Agreement provides that for the services to be rendered by Ironwood
to the Fund, the Trust shall pay Ironwood compensation at the annual rate of
one percent (1.00%) of the Fund's average daily net assets. The fee will be
calculated and accrued daily and paid monthly. Pursuant to the New Agreement,
Ironwood will undertake to limit total Fund expenses, including the investment
advisory fee, to 1.95% of the average daily net assets annually for Investment
Class Shares of the Fund and 1.70% of the average daily net assets annually for
Institutional Class Shares of the Fund.
Pursuant to the New Agreement, Ironwood will use its best judgment and
effort in its investment of the Fund's assets, but in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
7
obligations and duties under the New Agreement, Ironwood will not be liable to
the Trust, the Fund or any of its shareholders for any error of judgment or
mistake of law or for any act or omission by Ironwood or for any losses
sustained by any of them. The New Agreement provides that Ironwood will be
indemnified by the Trust as an agent of the Trust in accordance with the terms
of the Trust's By-Laws.
The New Agreement provides that the Agreement will continue in effect only
if its continuance is approved at least annually by the vote of a majority of
the Board, including a majority of the Independent Trustees. The New Agreement
also provides that (a) the Fund may, at any time and without the payment of any
penalty, terminate the Agreement upon sixty (60) days' written notice to
Ironwood, either by majority vote of the Trustees of the Trust or by the vote
of a majority of the outstanding voting securities of the Fund; (b) the
Agreement will immediately terminate in the event of its assignment (to the
extent required by the 1940 Act and the rules there under) unless such
automatic termination is prevented by an exemptive order of the Securities and
Exchange Commission; and (c) Ironwood may terminate the Agreement without
payment of penalty on sixty (60) days written notice to the Trust.
Finally, the New Agreement provides that it shall be construed in accordance
with the laws of the Commonwealth of Massachusetts and that the obligations of
the New Agreement are not binding upon any shareholder of the Trust personally,
but bind only the Trust's property. In the New Agreement, Ironwood acknowledges
that it has notice of the provisions of the Trust's Declaration of Trust
disclaiming shareholder liability for acts or obligations of the Trust or any
series of the Trust, including, without limitation, the Fund. The New Agreement
states that it has been executed by or with reference to any Trustee in such
person's capacity as a Trustee, and the Trustees will not be personally liable
thereon.
Information about Ironwood
Ironwood, a Massachusetts limited liability company, is located at 21 Custom
House Street, Suite 240, Boston, Massachusetts 02110 and was formed in 1997.
Ironwood is registered as an investment adviser with the SEC and has provided
investment advisory and management services to clients since 1998. Ironwood
currently manages assets for the Fund, institutional clients, such as pension
funds, endowments, foundations and public retirement plans, as well as for high
net worth individual investors. Prior to the closing of the Transaction,
Mr. Isabelle, President and Chief Investment Officer of Ironwood, and
Mr. Droster, Executive Vice-President of Ironwood, were control persons of
Ironwood and were officers and Trustees of the Trust. Following the closing of
the Transaction, Ironwood was a wholly-owned subsidiary of MBIPA. Please see
"Information about MBIPA" for information regarding the ownership and control
of the Ironwood resulting from the acquisition of Ironwood by MBIPA.
8
Please refer to Proposal 1 of this Proxy Statement above for information
regarding Messrs. Isabelle and Saks, principal executive officers and, in the
case of Mr. Isabelle, a director, of Ironwood. The following table contains
information regarding Messrs. Machinist and Bloom, the other principal
executive officers and two of the directors of Ironwood, and regarding the
other five directors of Ironwood:
Name Address Position with Ironwood Principal Occupation
------------ ---------------------- --------------------
Robert Machinist Age: Director, Chief President and Chief
52 MB Investment Executive Officer, Operating Officer, MB
Partners, Inc. 825 Compensation Committee Investment Partners,
Third Ave., 31/st/ Member and Executive Inc.; Registered Series
Floor New York, New Management Committee 7 & 24, Wallace
York 10022 Member, Ironwood Capital Securities Corp.
Management, LLC.
Mark Bloom Age: 54 MB Director, Chief Managing Partner, M
Investment Partners, Operating Officer, Capital, LLC; Chairman
Inc. 825 Third Ave., Compensation Committee and Chief Executive
31/st/ Floor New York, Member and Executive Officer, MB Investment
New York 10022 Management Committee Partners, Inc.
Member, Ironwood Capital
Management, LLC.
Lester Pollack Director, Ironwood Chairman, Centre
30 Rockefeller Plaza, Capital Management, LLC. Partners (private
50/th/ Floor New York, investment firm).
New York 10020
William Tomai Director, Ironwood Chief Financial Officer,
30 Rockefeller Plaza, Capital Management, LLC. Centre Partners (private
50/th/ Floor New York, investment firm).
New York 10020
P. Benjamin Grosscup Director, Ironwood Portfolio Manager, MB
825 Third Ave., 31/st/ Capital Management, LLC. Investment Partners, Inc.
Floor New York, New
York 10022
Thomas Barr Director, Ironwood Portfolio Manager, MB
825 Third Ave., 31/st/ Capital Management, LLC. Investment Partners, Inc
Floor New York, New
York 10022
Christine Munn Director, Ironwood Portfolio Manager, MB
825 Third Ave., 31/st/ Capital Management, LLC. Investment Partners, Inc
Floor New York, New
York 10022
During the fiscal year ended December 31, 2005, the Fund paid Ironwood
$664,959.47 in investment advisory fees under the Former Agreement.
Information about MBIPA
MBIPA, located at 825 Third Ave., 31/st/ Floor, New York, New York 10022, is
a Delaware limited liability company the primary business and purpose of which
is to operate "significant subsidiaries" that will be registered investment
advisers, as defined under the Advisers Act. Centre MB Holdings, LLC, a holding
company, owns approximately 57% of MBIPA. Centre Pacific Holdings, LLC, a
holding company, owns approximately 57%, Mr. Machinist owns approximately 14%
and Mr. Bloom owns approximately 14% of Centre MB Holdings, LLC. Centre Capital
Investors III, L.P., a private equity venture capital fund, owns 76% of Centre
Pacific Holdings, LLC. Each of Centre MB Holdings, LLC, Centre Pacific
Holdings, LLC and Centre Capital Investors III, L.P., is located at 30
Rockefeller Plaza, 50/th/ Floor, New York, New York 10020.
MBIP, a wholly owned subsidiary of MBIPA, is a New York based money
management firm with approximately $700 million dollars in assets, specializes
in the preservation and creation of wealth for high net worth individuals,
families, pensions and endowments. Founded in 1983, MBIP has investment
management expertise developing strategies and customized, diversified
portfolios. MBIP is registered with the SEC as an investment adviser. MBIP is
also located at 825 Third Ave., 31/st/ Floor, new York, New York.
9
Evaluation by the Board
In determining whether to approve the Interim and New Agreements, the Board,
including the Independent Trustees, considered various materials and
representations provided by Ironwood and MBIPA and met with senior
representatives of Ironwood and MBIPA. The Independent Trustees were advised by
independent legal counsel throughout this process. The Board met on October 17,
2005 and November 17, 2005 to review and consider, among other things,
information relating to the Transaction, the Interim and New Agreements and the
related proxy materials.
In preparing for the meetings, the Board was provided with a variety of
information about MBIPA, the Transaction and Ironwood. In addition, an
Independent Trustee visited the MBIPA offices and spoke with personnel there.
The Board received a summary of the agreement governing the Transaction, copies
of MBIPA's most recent financial statements, the Former Agreement, the Interim
Agreement and the New Agreement. The Board also reviewed information concerning
(1) MBIPA's organizational structure and senior personnel; (2) MBIPA's and
MBIP's operations; and (3) the personnel, operations and financial condition,
and investment management capabilities, methodologies, and performance of
Ironwood as manager to the Fund. At the meetings, the Board was informed of the
benefits Ironwood and MBIPA believed were likely to accrue to MBIPA, Ironwood
and to the Fund and discussed, in general terms, MBIPA's business plans for the
organization, the potential for asset growth in the Fund and the anticipated
potential for a reduction in the Fund's expense ratio as a result of such asset
growth. Ironwood informed the Board that the Transaction would not change the
manner in which investment advisory services are provided to the Fund, the
personnel responsible for providing such services or the advisory fee to be
paid by the Fund for such services. Ironwood and MBIPA confirmed that MBIPA was
committed to continuation of Ironwood as an autonomous organization insofar as
portfolio management services for the Fund are concerned and that both MBIPA
and Ironwood intended to implement the Transaction in a manner consistent with
the "safe-harbor" afforded by Section 15(f) under the 1940 Act (please see
"Section 15(f) of the 1940 Act" below).
In addition to the above information and representations, the Board
addressed each of the following overall factors: (1) the nature, extent and
quality of the services provided to the Fund, including information on both the
short-term and long-term investment performance of the Fund and comparisons to
a relevant peer group of funds and an appropriate index; (2) the investment
performance of the Fund and Ironwood relative to the Fund; (3) the advisory
fees charged and total expense ratios of the Fund compared to a relevant peer
group of funds; (4) Ironwood's financial condition and the anticipated
profitability to Ironwood with respect to its relationship with the Fund;
(5) the extent to which economies of scale would be realized as the Fund grows;
and (6) other benefits that, following the Transaction, may flow to Ironwood
and its affiliates from their relationship with the Fund. Additionally, the
Board took into consideration Ironwood's representations and assurances to the
effect that: (1) the duties and responsibilities of Ironwood will not be
diminished relative to those set forth in the Former Agreement; (2) the
personnel primarily responsible for providing investment and management
services to the Fund will not change as a result of the Transaction; (3) the
level and quality of advisory services provided to the Trust will not be
adversely affected as a result of the Transaction or implementation of the
Interim Agreement or the New Agreement; (4) the investment advisory fee to be
paid by the Fund under the New Agreement will remain unchanged; and (5) the
resources that would be available to Ironwood as a result of its affiliation
with MBIPA will support Ironwood's continuing efforts to increase assets and,
as a result, reduce Fund expenses.
With respect to each of these overall factors, the Board reaffirmed the
conclusions reached in connection with the continuation of Ironwood's
engagement by the Fund at the February 17, 2005 meeting of the Board. With
respect to facts and circumstances of the Transaction, and based on it review
of materials and information provided to it by Ironwood and MBIPA (including
their commitment to ensure consistent portfolio management personnel, maintain
the current advisory fee structure and absorb costs incurred by the Fund in
connection with the holding of a shareholders' meeting for the purpose of
submitting the New Agreement for the approval of the Fund's shareholders), the
Board determined to approve the Interim and New Agreements as being in the best
interests of the Fund and its shareholders, and consistent with the
expectations of the Fund's shareholders. In so
10
approving the New Agreement, the Board deemed the continuity in the identity of
the Fund's officers and the Fund's principal portfolio managers as well as the
anticipated access to business and financial resources of MBIPA to be of
substantial importance but did not otherwise identify any single factor as
controlling or of significantly more importance than any other. Accordingly,
the Trustees, including the Independent Trustees, voted to approve the Interim
Agreement and the New Agreement for the Fund and to submit the New Agreement to
shareholders for approval.
If the shareholders of the Fund should fail to approve the New Agreement,
the Board shall meet to consider appropriate action for the Fund, consistent
with its fiduciary duties to the Fund. Such actions may include obtaining for
the Fund interim investment advisory services at cost or at the current fee
rate either from Ironwood or from another advisory organization. Thereafter,
the Board would either negotiate a new investment advisory agreement with an
advisory organization selected by the Board or make other appropriate
arrangements.
Vote Required
Shareholders of the Fund must approve the New Agreement. Approval of this
Proposal 2 by the Fund requires an affirmative vote of the lesser of (i) 67% or
more of the Fund's shares present at the Meeting if more than 50% of the
outstanding shares of the Fund are present or represented by proxy, or
(ii) more than 50% of the outstanding shares of the Fund.
The Board unanimously recommends that the shareholders of the Fund vote "FOR"
this Proposal.
11
GENERAL INFORMATION
Other Matters to Come Before the Meeting
Management of the Fund does not know of any matter to be presented at the
Meeting other than those described in this Proxy Statement. If other business
should properly come before the Meeting, the proxy holders will vote thereon in
accordance with their best judgment.
Section 15(f) of the 1940 Act
MBIPA, MBIP, Ironwood and the members of Ironwood have agreed to use their
reasonable best efforts to assure compliance with the conditions of
Section 15(f) of the 1940 Act. Section 15(f) provides a non-exclusive safe
harbor for an investment adviser or any affiliated persons thereof to receive
any amount or benefit in connection with a transaction that results in a change
in control of or identity of the investment adviser to an investment company as
long as two conditions are met. First, no "unfair burden" may be imposed on the
investment company as a result of the transaction relating to the change in
control, or any express or implied terms, conditions or understandings
applicable thereto. As defined in the 1940 Act, the term "unfair burden"
includes any arrangement during the two-year period after the change in control
whereby the investment adviser (or predecessor or successor adviser), or any
interested person of any such adviser, receives or is entitled to receive any
compensation, directly or indirectly, from the investment company or its
security holders (other than fees for bona fide investment advisory or other
services), or from any person in connection with the purchase or sale of
securities or other property to, from, or on behalf of the investment company
(other than bona fide ordinary compensation as principal underwriter of the
investment company). Second, during the three year period immediately following
the change in control, at least 75% of an investment company's board of
directors must not be "interested persons" of the investment adviser or the
predecessor investment adviser within the meaning of the 1940 Act.
Investment Adviser and Service Providers
Ironwood, 21 Custom House Street, Suite 240, Boston, Massachusetts 02110, is
the investment adviser of the Fund.
The Trust's transfer agent is Citigroup Fund Services, LLC ("Citigroup").
Citigroup also serves as the Trust's administrator and fund accountant. The
Trust's principal underwriter is Foreside Fund Services, LLC ("FFS") (formerly
known as Forum Fund Services, LLC). Citigroup and FFS is each located at Two
Portland Square, Portland, Maine 04101.
Fifth Third Bank, Cincinnati, Ohio, acts as custodian of the Trust's assets.
Independent Public Accountants
The firm of Grant Thornton, LLP ("Grant Thornton") has been selected as
independent registered public accounting firm for the Trust for the current
fiscal year. Grant Thornton, in accordance with Independence Standards Board
Standard No. 1 ("ISB No. 1"), has confirmed to the Audit Committee that they
are independent auditors with respect to the Trust. During fiscal year 2004 and
from January 1, 2005 until February 7, 2005, PricewaterhouseCoopers, LLP
("PwC") served as the Trust's independent public accounting firm. PwC resigned
as the Trust's independent registered public accounting firm on February 7,
2005. Neither Grant Thornton's report nor PwC's report on the financial
statements for the applicable portion of the Trust's two most recent fiscal
years contained either an adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles. Representatives of Grant Thornton and PwC are not expected to be
present at the Meeting, but have been given the opportunity to make a statement
if they so desire and will be available should any matter arise requiring their
presence.
12
Audit Fees
Grant Thornton and PwC billed the Fund the following aggregate fees for the
Fund's fiscal years ended December 31, 2004 and December 31, 2005:
Fiscal Year Audit Fees Audit-Related Fees Tax Fees All Other Fees
- ----------- ---------- ------------------ -------- --------------
2004..................... $19,000 $0 $6,000 $0
2005..................... $24,500 $2,000 $2,500 $0
Audit fees include amounts related to the audit of the registrant's annual
financial statements and services normally provided by the accountant in
connection with statutory and regulatory filings. Tax fees include amounts
related to tax return preparation, compliance and reviews.
There were no non-audit fees billed by PwC for services rendered to the Fund
or to Ironwood during the Fund's last two fiscal years.
Audit fees include amounts related to the audit of the registrant's annual
financial statements and services normally provided by the accountant in
connection with statutory and regulatory filings. Audit-related fees include
the performance of agreed-upon procedures in connection with the registrant's
semi-annual financial statements. Tax fees include amounts related to tax
return preparation, compliance and reviews.
Except with respect to certain services constituting 5% or less of the total
amount of revenues paid to the auditor by the Fund during the particular fiscal
year, the Audit Committee pre-approves all audit and non-audit services
provided by any independent auditors engaged by the Fund and any permissible
non-audit services provided to its service affiliates, which have an impact on
the Fund. The Audit Committee approves the engagement of the independent
auditors, and a majority of the Independent Trustees approves the engagement.
Voting Rights
Shareholders of record on February 7, 2006 (the "record date") are entitled
to be present and to vote at the Meeting or any adjournment or postponement
thereof. As of the record date, the Fund offered two classes of shares to the
public. Each class of shares of the Fund may vote separately on matters
affecting only that class or affecting that class differently from the other
class. Shareholders of the Fund will vote on each Proposal as a single class
regardless of the class of shares they own. As of the record date, there were
478.112.124 Institutional Shares and 3,400,892.937 Investment Shares of the
Fund issued and outstanding. A majority of the shares of the Fund issued and
outstanding and entitled to vote, represented by proxy or in person and
regardless of class, will constitute a quorum for the Fund as to matters
presented at the Meeting. In the event that a quorum of shareholders is not
represented at the Meeting, the Meeting may be adjourned by a majority of the
Fund's shareholders present in person or by proxy until a quorum exists. If
there are insufficient votes to approve a Proposal, the persons named as
proxies may propose one or more adjournments of the Meeting to permit
additional time for the solicitation of proxies, in accordance with applicable
law. Adjourned meetings must be held within a reasonable time after the date
originally set for the Meeting. Solicitation of votes may continue to be made
without any obligation to provide any additional notice of the adjournment. The
persons named as proxies will vote in favor of such adjournment those proxies
which they are entitled to vote in favor of the applicable Proposal and will
vote against any such adjournment those proxies to be voted against the
Proposal.
For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" will be treated as
shares that are present but which have not been voted in favor of a Proposal.
Broker non-votes are proxies received by the Fund from brokers or nominees when
the broker or nominee has neither received instructions from the beneficial
owner or other persons entitled to vote nor has discretionary power to vote on
a particular matter. Accordingly, shareholders are urged to forward their
voting instructions promptly.
Broker-dealer firms holding shares of the Fund in "street name" for the
benefit of their customers and clients will request the instructions of such
customers and clients on how to vote their shares on each Proposal
13
before the Meeting. The New York Stock Exchange (the "NYSE") has taken the
position that broker-dealers that are members of the NYSE and that have not
received instructions from a customer prior to the date specified in the
broker-dealer firm's request for voting instructions may not vote such
customer's shares on a Proposal. A signed proxy card or other authorization by
a beneficial owner of Fund shares that does not specify how the beneficial
owner's shares are to be voted on a Proposal may be deemed to be an instruction
to vote such shares in favor of the Proposal.
If you hold shares of the Fund through a bank or other financial institution
or intermediary (called a service agent) that has entered into a service
agreement with the Fund or an affiliate or agent of the Fund, the service agent
may be the record holder of your shares. At the Meeting, a service agent will
vote shares for which it receives instructions from its customers in accordance
with those instructions. A signed proxy card or other authorization by a
shareholder that does not specify how the shareholder's shares should be voted
on a Proposal may be deemed to vote such shares in favor of the Proposal. If a
service agent is not a member of the NYSE, it may be permissible for the
service agent to vote shares with respect to which it has not received specific
voting instructions from its customers on a Proposal.
Abstentions and broker non-votes will have the effect of a "no" vote on
Proposal 2. Abstentions and broker non-votes will not be counted in favor of,
but will have no other effect on, Proposal 1.
The number of shares that you may vote is the total of the number shown on
the proxy card accompanying this Proxy Statement. Shareholders are entitled to
one vote for each full share and a proportionate vote for each fractional share
held. Any shareholder giving a proxy has the power to revoke it by mail
(addressed to the Secretary at the principal executive office of the Trust at
the address shown at the beginning of this Proxy Statement) or in person at the
Meeting, by executing a superseding proxy or by submitting a notice of
revocation to the Trust.
Shareholder Communications with the Board
Shareholders may address correspondence that relates to the Fund, to the
Board as a whole or to individual members and send such correspondence to the
Board or to the Trustee, c/o Ironwood Capital Management, LLC, 21 Custom House
St., Suite 240, Boston, MA 02110. Upon receipt, all such shareholder
correspondence will be directed to the attention of the addressee.
Beneficial Owners
To the best of the Trust's knowledge, as of the record date, no Trustee of
the Trust owned beneficially 1% or more of the outstanding shares of any class
of the Fund, and the Trustees and officers of the Trust beneficially owned, as
a group, less than 1% of the shares of each class of the Fund.
To the best of the Trust's knowledge, as of the record date, no person owned
beneficially more than 5% of any class of any Fund, except as set forth in
Appendix I.
Expenses
Ironwood, MBIP and/or one or more of their affiliates will pay the expenses
of the Fund in connection with this Notice and Proxy Statement and the Meeting,
including the printing, mailing, solicitation and vote tabulation expenses and
out-of-pocket expenses. The Fund will not bear the expenses of the Proxy
Statement.
Additional Proxy Solicitation Information
In addition to solicitation by mail, certain officers and representatives of
the Trust, officers and employees of Ironwood or its affiliates and certain
financial services firms and their representatives, who will receive no extra
compensation for their services, may solicit proxies by telephone, telegram or
personally.
14
MIS Corporation, a subsidiary of Automatic Data Processing, Inc., (the
"Solicitor") has been engaged to assist in the solicitation of proxies, at an
estimated cost of $7,875.04. As noted above, this cost will be borne by
Ironwood, MBIP and/or one or more of their affiliates, not by the Fund. As the
date of the Meeting approaches, certain Fund shareholders may receive a
telephone call from a representative of the Solicitor if their votes have not
yet been received. Authorization to permit the Solicitor to execute proxies may
be obtained by telephonic instructions from shareholders of the Fund. Proxies
that are obtained telephonically will be recorded in accordance with the
procedures set forth below. The Board believes that these procedures are
reasonably designed to ensure that both the identity of the shareholder casting
the vote and the voting instructions of the shareholder are accurately
determined.
In all cases where a telephonic proxy is solicited, the Solicitor
representative is required to ask for each shareholder's full name and address,
or the last four digits of the shareholder's social security or employer
identification number, or both, and to confirm that the shareholder has
received the proxy materials in the mail. If the shareholder is a corporation
or other entity, the Solicitor representative is required to ask for the
person's title and confirmation that the person is authorized to direct the
voting of the shares. If the information solicited agrees with the information
provided to the Solicitor, then the Solicitor representative has the
responsibility to explain the process, read the Proposals on the proxy card(s),
and ask for the shareholder's instructions on the Proposals. Although the
Solicitor representative is permitted to answer questions about the process, he
or she is not permitted to recommend to the shareholder how to vote, other than
to read any recommendation set forth in the Proxy Statement. The Solicitor will
record the shareholder's instructions on the card. Within 72 hours, the
shareholder will be sent a letter or mailgram to confirm his or her vote and
asking the shareholder to call the Solicitor immediately if his or her
instructions are not correctly reflected in the confirmation.
If a shareholder wishes to participate in the Meeting, but does not wish to
give a proxy by telephone, the shareholder may still submit the proxy card(s)
originally sent with the Proxy Statement or attend in person. Should
shareholders require additional information regarding the proxy or replacement
proxy card(s), they may contact Citigroup Fund Services, LLC toll-free at
(800) 472-6114. As explained above, any proxy given by a shareholder is
revocable until voted at the Meeting.
Shareholder Proposals
The Fund is not required to hold annual meetings of shareholders and
currently does not intend to hold such meetings unless shareholder action is
required in accordance with the 1940 Act. A shareholder proposal to be
considered for inclusion in the proxy statement at any subsequent meeting of
shareholders must be submitted to the Trust at the address above at a
reasonable time before the proxy statement for that meeting is mailed. Whether
a submitted proposal will be included in the proxy statement will be determined
in accordance with applicable federal and state laws. The timely submission of
a proposal does not guarantee its inclusion.
Please complete the enclosed proxy card(s) and return the card(s) in the
enclosed self-addressed, postage-paid envelope promptly, or vote by touch-tone
phone by calling, toll-free, (888) 221-0697, or by Internet at www.proxyweb.com.
By Order of the Board,
- ----------------------------------
Warren J. Isabelle,
Chairman of the Board of Trustees,
ICM Series Trust
15
Exhibit A
FORM OF
NEW
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this day of , between the ICM Series
Trust, an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts (hereinafter called the "Trust"), and Ironwood
Capital Management, LLC, a Massachusetts limited liability company,
(hereinafter called the "Adviser");
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act")
and is authorized to issue shares ("Shares") in separate series and classes; and
WHEREAS, a series of the Trust having Institutional Class Shares and
Investment Class Shares, as well as separate assets and liabilities, has been
created under the name ICM/Isabelle Small-Cap Value Fund (the "Fund"); and
WHEREAS, the Adviser is registered as an Adviser under the Advisers Act of
1940, as amended (the "Advisers Act"); and
WHEREAS, the Trust desires to retain the Adviser to render advisory services
to the Fund in the manner and on the terms and conditions hereinafter set
forth; and
WHEREAS, the Adviser is willing to perform such services on said terms and
conditions;
NOW THEREFORE, in consideration of the mutual promises and agreements herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which is thereby acknowledged, it is hereby agreed between the
Trust and the Adviser, as follows:
1. The Trust hereby retains the Adviser, and the Adviser hereby agrees,
to act as investment adviser to the Trust and, subject to such limitations
as the Board of Trustees of the Trust may impose, to assume all investment
duties and have full discretionary power and authority with respect to
investment of the assets of the Fund. Without limiting the generality of the
foregoing, the Adviser shall (i) obtain and evaluate such information and
advice relating to the economy and securities markets and securities as it
deems necessary or useful to discharge its duties hereunder;
(ii) continuously invest the assets of the Fund in a manner consistent with
the investment objective and policies thereof as stated in the Fund's
Prospectuses and Statements of Additional Information on file with the
Securities and Exchange Commission, as the same may be amended from time to
time; (iii) determine the securities to be purchased, sold or otherwise
disposed of by the Fund and the timing of such purchases, sales and
dispositions; (iv) vote all proxies for securities held by the Fund and
exercise all other voting rights with respect to such securities in the
manner it deems appropriate; (v) issue settlement instructions to custodians
designated by the Trust; (vi) evaluate the credit worthiness of securities
dealers, banks and other entities with which the Fund may engage in
repurchase agreements and monitor the status of such agreements; and
(vi) take such further action, including the placing of purchase and sale
orders and the selection of broker-dealers to execute such orders on behalf
of the Fund, as the Adviser shall deem necessary or appropriate, in its sole
discretion, to carry out its duties under this Agreement. The Adviser shall
also furnish to or place at the disposal of the Trust such information,
evaluations, analyses and opinions formulated or obtained by the Adviser in
the discharge of its duties, as the Trust may, from time to time, reasonably
request.
i
The Adviser agrees, that in performing its duties hereunder, it will
comply with (i) the 1940 Act and the Advisers Act, and all rules and
regulations promulgated thereunder; (ii) all other applicable federal and
state laws and regulations, (iii) the provisions of the Declaration of Trust
and By-Laws of the Trust, as amended from time to time; and (iv) any
applicable procedures adopted by the Trust or the Adviser.
2. Adviser is responsible for broker-dealer selection in its sole
discretion, and is not obligated to deal with any broker or group of brokers
in executing portfolio transactions for the Fund. In selecting
broker-dealers, Adviser will generally seek the best combination of net
price and execution and may consider other factors, including: the broker's
trading expertise, stature in the industry, execution ability, facilities,
clearing capabilities and financial services offered, long-term relations
with Adviser, reliability and financial responsibility, timing and size of
order and execution, difficulty of execution, current market conditions and
depth of the market. Transaction charges, being a component of price, may
also be considered as a factor in making such determination. Accordingly,
the price to the Fund in any transaction may be less favorable than that
available from another broker-dealer if the difference is reasonably
justified by other aspects of the portfolio execution services offered.
Subject to such policies as the Board of Trustees of the Trust may
determine, the Adviser shall not be deemed to have acted unlawfully or to
have breached any duty created by this Agreement or otherwise solely by
reason of its having caused the Fund to pay a broker or dealer that provides
brokerage or research services to the Adviser an amount of commission for
effecting a portfolio transaction in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction,
if the Adviser determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker and dealer, viewed in terms of either that
particular transaction or the Adviser's overall responsibilities with
respect to the Trust. The Adviser is further authorized to allocate the
orders placed by it on behalf of the Fund to such brokers or dealers who
also provide research or statistical material, or other services, to the
Trust, the Adviser, or any affiliate of either. Such allocation shall be in
such amounts and proportions as the Adviser shall determine, and the Adviser
shall report on such allocations regularly to the Trust, indicating the
broker-dealers to whom such allocations have been made and the basis
therefor.
3. The Adviser agrees to maintain and to preserve for the periods
prescribed under the 1940 Act any such records as are required to be
maintained by the Adviser with respect to the Fund by the 1940 Act. The
Adviser further agrees that all records which it maintains for the Fund are
the property of the Fund and it will promptly surrender any of such records
upon request.
4. The Adviser shall bear the cost of rendering the advisory services to
be performed by it under this Agreement, and shall, at its own expense, pay
the compensation of any Trustees, officers and employees, if any, of the
Trust who are affiliated persons of the Adviser. All other operating costs
and expenses relating to the Fund shall be paid by the Trust from the assets
of the Fund, including without limitation: (i) the charges and expenses of
any registrar, any custodian or depository appointed by the Fund for the
safekeeping of its cash, portfolio securities and other property, and any
stock transfer or dividend agent or agents appointed by the Fund;
(ii) brokers' commissions chargeable to the Fund in connection with
portfolio transactions to which the Fund is a party; (iii) all taxes,
including securities issuance and transfer taxes, and fees payable by the
Fund to federal, state or other governmental agencies; (iv) the cost and
expense of engraving or printing of certificates representing shares of the
Fund; (v) all costs and expenses in connection with the registration and
maintenance of registration of the Fund and its shares with the Securities
and Exchange Commission and various states and other jurisdictions
(including filing fees and legal fees and disbursements of counsel and the
costs and expenses of preparation, printing (including typesetting) and
distributing prospectuses for such purposes); (vi) all expenses of
shareholders' and Trustees' meetings and of preparing, printing and mailing
proxy statements and reports to shareholders; fees and travel expenses of
Trustees or members of any Advisory board or committee who are not employees
of the Adviser; (vii) all expenses which the Trust or the Fund agrees to
bear pursuant to any plan adopted by the Trust and/or the Fund pursuant to
Rule 12b-1 of the 1940 Act or any other dividend or distribution program or
agreement; (viii) charges and expenses of any outside service used for
pricing of the Fund's shares; (ix) charges and expenses of legal counsel,
including counsel to the Trustees of the Trust who are not interested
persons (as defined in the 1940 Act) of the Fund or the Adviser, and of
independent accountants, in connection with any matter relating to the Fund;
ii
(x) membership dues of industry associations; (xi) fees and expenses
incident to the listing of the Fund's shares on any stock exchange;
(xii) interest payable on Fund borrowings; (xiii) postage; insurance
premiums on property or personnel (including officers and Trustees) of the
Fund which inure to its benefit; (xiv) extraordinary expenses (including,
but not limited to, legal claims and liabilities and litigation costs and
any indemnification related thereto); and (xv) all other charges and costs
of the Fund's operation unless otherwise explicitly provided herein.
Notwithstanding anything in the immediately preceding paragraph to the
contrary the Adviser hereby undertakes to limit total Fund expenses,
including the investment advisory fee set forth in Paragraph 6 below, to
1.95% of the average daily net assets annually for Investment Class Shares
and 1.70% of the average daily net assets annually for Institutional Class
Shares.
5. For the services to be rendered by the Adviser to the Fund, the Trust
shall pay to the Adviser monthly compensation, calculated from the day of
commencement of operations of the Fund, determined by applying the annual
rate of one percent (1%) of the Fund's average daily net assets. Except as
hereinafter set forth, compensation under this Agreement shall be calculated
and accrued daily and paid monthly. If this Agreement becomes effective
subsequent to the first day of a month or shall terminate before the last
day of a month, compensation for that part of the month this Agreement is in
effect shall be prorated in a manner consistent with the calculation of the
fees as set forth above.
In the event the expenses of the Fund (including the fees of the Adviser
and amortization of organization expenses, but excluding interest, taxes,
brokerage commissions, extraordinary expenses and sales charges, and
expenses attributable to investing outside the United States) for any fiscal
year exceed the limits set by applicable regulations of state securities
commissions where the Fund is registered or qualified for sale, the Adviser
will reduce its fees by the amount of such excess. Any such reductions are
subject to readjustment during the year. The payment of the advisory fee at
the end of any month will be reduced or postponed or, if necessary, a refund
will be made to the Fund so that at no time will there be any accrued but
unpaid liability under this expense limitation. The adviser may reduce any
portion of the compensation or reimbursement of expenses due to it under
this agreement, or may agree to make payments to limit the expenses which
are the responsibility of the Fund. Any such reduction or payment shall be
applicable only to such specific reduction or payment shall be applicable
only to such specific reduction or payment and shall not constitute an
agreement to reduce any future compensation or reimbursement due to the
Adviser hereunder or to continue future payments. Any fee withheld from the
Adviser under this paragraph shall be reimbursed by the Fund to the Adviser
to the extent permitted by the applicable state law if the aggregate
expenses for the next succeeding fiscal year do not exceed the applicable
state limitation or any more restrictive limitation to which the Adviser has
agreed.
6. The Adviser will use its best judgment and effort in its investment of
the Fund's assets, but in the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations and duties
hereunder, the Adviser shall not be liable to the Trust, the Fund or any of
its shareholders for any error of judgment or mistake of law or for any act
or omission by the Adviser or for any losses sustained by any of them. The
Adviser shall be indemnified by the Trust as an agent of the Trust in
accordance with the terms of Section 4.8 of the Trust's By-Laws. As used in
this Section 7, the term "Adviser" shall include any officers, managers,
employees, or other affiliates of the Adviser performing services with
respect to the Fund.
7. Nothing contained in this Agreement shall prevent the Adviser or any
affiliated person of the Adviser (as defined in the 1940 Act) from acting as
investment adviser or manager for any other investment companies and other
clients, whether or not the investment objectives or policies of any such
other clients are similar to those of the Fund, and shall not in any way
bind or restrict the Adviser or any such affiliated person from buying,
selling or trading any securities for their own accounts or for the account
of others for whom the Adviser or any such affiliated person may be acting.
Nothing in this Agreement shall limit or restrict the right of the Adviser
or any manager, officer or employee of the Adviser to engage in any other
business or to devote time and attention in part to the management or other
aspects of any other business whether of a similar or dissimilar nature, so
long as Adviser's services hereunder are not impaired thereby.
iii
8. This Agreement shall become effective on the date hereof and shall
continue in effect, unless sooner terminated as herein provided, for two
(2) years from such date, and from year to year thereafter provided such
continuance is approved at least annually by the vote of a majority of the
Board of Trustees of the Trust, including 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, which vote must be cast in
person at a meeting called for the purpose of voting on such approval;
PROVIDED, HOWEVER, that (a) the Fund may, at any time and without the
payment of any penalty, terminate this Agreement upon sixty (60) days'
written notice to the Adviser, either by majority vote of the Trustees of
the Trustee or by the vote of a majority of the outstanding voting
securities of the Fund; (b) this Agreement shall immediately terminate in
the event of its assignment (to the extent required by the 1940 Act and the
rules thereunder) unless such automatic terminations shall be prevented by
an exemptive order of the Securities and Exchange Commission; and (c) the
Adviser may terminate this Agreement without payment of penalty on sixty
(60) days written notice to the Trust.
9. Any notice to be given by the Adviser to the Trust under this
Agreement shall be given in writing, addressed and hand delivered or mailed
certified mail, to Two Portland Square, Portland, ME 04101, or such other
address as shall be specified in writing to the Adviser. Any notice to be
given by the Trust or the Fund to the Adviser under this Agreement shall be
given in writing, addressed and delivered or mailed certified mail, to 21
Custom House Street, Suite 240, Boston, Massachusetts 02110, or such other
address as shall be specified in writing to the Trust.
10. No provision of this Agreement may be changed, waived, discharge or
terminated orally, but only by any instrument in writing signed by both
parties hereto, and no amendment of this Agreement shall be effective with
respect to the Fund until approved by an affirmative vote of (i) a majority
of the outstanding voting securities of the Fund, and (ii) a majority of the
Trustees of the Trust, including a majority of Trustees who are not
interested persons of any party to this Agreement, cast in person at a
meeting called for the purpose of voting on such approval, if such approval
is required by applicable law. Notwithstanding anything herein to the
contrary, this Agreement may be amended by the parties without the vote or
consent of the shareholders of the Fund to supply any omission, to cure,
correct or supplement any ambiguous, defective or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal laws or regulations, but neither the Fund
nor the Adviser shall be liable for failing to do so.
11. It is understood that the name "Ironwood Capital Management" or any
derivative thereof or logo associated with that name, including without
limitation "ICM" or "Ironwood", is the valuable property of the Adviser and
its affiliates, and that the Fund has the right to use such name (or
derivative thereof or associated logo) only so long as this Agreement shall
continue with respect to the Fund. Upon termination of this Agreement, the
Fund shall forthwith cease to use such name (or derivative thereof or
associated logo) and the Trust shall promptly amend its Declaration of Trust
to change its name and the name of the Fund to comply herewith.
12. This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts. To the extent the applicable law of the
Commonwealth of Massachusetts, or any of the provisions herein, conflict
with the applicable provisions of the 1940 Act, the Advisers Act or any
rules, regulations or orders of the Securities and Exchange Commission, the
latter shall control.
13. The Adviser understands that the obligations of this Agreement are
not binding upon any shareholder of the Trust personally, but bind only the
Trust's property; the Adviser acknowledges that it has notice of the
provisions of the Trust's Declaration of Trust disclaiming shareholder
liability for acts or obligations of the Trust or any series of the Trust,
including, without limitation, the Fund. This Agreement has been executed by
or with reference to any Trustee in such person's capacity as a Trustee, and
the Trustees shall not be personally liable hereon.
iv
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in Boston, Massachusetts.
THE ICM SERIES TRUST
Attest: By:
IRONWOOD CAPITAL MANAGEMENT, LLC
Attest: By:
v
Appendix I
5% Beneficial Owners of Fund Shares as of the Record Date
Title of Class of Name and Address of Percentage of Class
Shares Beneficial Owner* Number of Shares Owned
----------------- ----------------------- ---------------- -------------------
Institutional Robert C. Puff 94,428.245 19.75%
8 Davis Road
Marblehead, MA 01945
Institutional UMBSC CO Lifetime 886,736.121 18.14%
Achievement Fu
FBO Designated Account
PO Box 419260
Kansas City,
MA 64141-6260
Institutional Fiduciary Trust Co 60.950.808 12.75%
International
FBO School of American
Ballet
ATT Mutual Funds Dept
PO Box 3199 - Church St
Station
New York, NY 10008
Institutional National Investor 54,123.631 11.32%
Services
FBO Designated Account
55 Water Street 32/nd/
Floor
New York, NY 10041
Institutional Boston Latin School 54,098.107 11.31%
Association
Frederic C Markey
Suite 200
ATTN Jim Gard
101 Huntington Ave
Boston, MA 02199
Institutional Robert C Puff JR 37,347.604 7.81%
Nancy L Puff
FBO Robert C Puff Jr
Rev Trust
Designated Account
8 Davis Rd
Marblehead, MA 01945
Institutional Pershing LLC 30,079.877 6.29%
FBO Designated Account
One Pershing Plaza
Jersey City, NJ 07399
1
Title of Class of Name and Address of Percentage of Class
Shares Beneficial Owner* Number of Shares Owned
- ----------------- -------------------------- ---------------- -------------------
Investment Charles Scwhab and Co 1,115,543.525 32.80%
Inc
Special Custody Account
FBO
Customers Attn Mutual
Funds
101 Montgomery St
San Francisco, CA 94104
Investment National Financial 472,473.599 13.89%
Services Corp
For the Exclusive Benefit
of Customers
Attn Mutual Funds
Department
200 Liberty St 1 World
Finan
New York, NY 10281
Investment Donaldson Lufkin 467,754.287 13.75%
Jenrette
Securities Corporation Inc
PO Box 2052
Jersey City,
NJ 07303-9998
Investment UMBSC Co Lifetime 262,238.629 7.71%
Achievement Fu
FBO Designated Account
PO Box 419260
Kansas City,
MO 64141-6260
- --------
* Each entity set forth in this column is the shareholder of record and may be
deemed to be the beneficial owner of certain of the shares listed for
certain purposes under the securities laws, although certain of the entities
generally do not have an economic interest in these shares and would
ordinarily disclaim any beneficial ownership therein.
2
[FORM OF PROXY CARD]
Shares represented by a properly executed proxy card will be voted as specified
on the card.
If no specification is made, the shares will be voted "FOR" all items, as
applicable.
ICM/ISABELLE SMALLCAP VALUE FUND (the "FUND")
A SERIES OF ICM SERIES TRUST (the "TRUST")
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS
April 18, 2006--2:00 p.m. EASTERN TIME
The undersigned hereby revokes all previous proxies for his or her shares
and appoints Gary S. Saks and Margaret Gallardo-Cortez and each of them, with
full power of substitution, as Proxies, and hereby authorizes them to vote as
designated below, as effectively as the undersigned could do if personally
present, all the shares of the Fund held of record by the undersigned on
February 7, 2006, at the Special Meeting of Shareholders, or any adjournment(s)
thereof, to be held at 2:00 p.m. Eastern Time on April 18, 2006 at the offices
of Dechert LLP, 200 Clarendon St., 27/th/ Floor, Boston, Massachusetts 02116.
The undersigned acknowledges receipt of the Notice of Special Meeting and Proxy
Statement dated February 13, 2006.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY IN THE POSTAGE-PAID
ENVELOPE PROVIDED
OR
VOTE TODAY BY TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-888-221-0697 or LOG ON TO www.proxyweb.com
Dated:
-----------------
-----------------
(Signature)
(Sign in the Box)
Please sign exactly as your name or names appear at left. When shares are
held by joint tenants, both should sign. If signing as attorney, executor,
trustee or in any other representative capacity, or as a corporate officer,
please give full title. Please date the proxy. Please fill in boxes as shown
using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.
Proposal 1. Approval of the election of the following nominees as FOR WITHHOLD FOR
Trustees of the Trust: (01) John A. Fiffy, (02) Warren J. Isabelle (3) ALL ALL ALL
Donald A. Nelson, and (04) Thomas R. Venables EXCEPT
[_] [_] [_]
(INSTRUCTIONS: To withhold authority to vote for any individual,
write the nominee's(s') name(s) on the space provided below.)
- -----------------------------------------------------------------------
FOR AGAINST ABSTAIN
Proposal 2. Approval of a new Investment Advisory Agreement between [_] [_] [_]
the Fund and Ironwood Capital Management, LLC
If any other matters properly come before the Special Meeting, the Proxies will
vote in their
discretion on such matters as they deem in the best interests of the Fund.
(PLEASE SIGN AND DATE ON REVERSE)