PRELIMINARY 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:
[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 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:

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:

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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3) Filing Party:

-----------------------
4) Date Filed:

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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 Munn Bernhard & Associates LLC ("MBA") regarding the acquisition
of Ironwood by MBA (the "Transaction"). Pursuant to the Transaction Agreement,
MBA agreed to acquire Ironwood for a combination of cash and equity in MBA. 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, MBA 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 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].

(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 Munn Bernhard & Associates LLC
("MBA") regarding the acquisition of Ironwood by MBA ("Transaction"). According
to the terms of the Transaction Agreement, MBA agreed to acquire Ironwood for a
combination of cash and equity in MBA. The closing date ("Closing Date") of the
Transaction occurred on [January 24, 2006].

A more thorough description of Ironwood and its affiliate, MBA, 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,

[Signature]

Warren J. Isabelle,
Chairman of the Board of Trustees,
ICM Series Trust

PRELIMINARY 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., 27th 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]

PRELIMINARY 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., 27th 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.

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 Munn Bernhard &
Associates LLC ("MBA") regarding the acquisition of Ironwood by MBA (the
"Transaction"). According to the terms of the Transaction Agreement, MBA agreed
to acquire Ironwood for a combination of cash and equity in MBA 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 MBA.

MBA 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 MBA'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. MBA, 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.

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)

POSITION WITH NUMBER OF OTHER
THE TRUST, TERM PORTFOLIOS IN FUND DIRECTORSHIPS
OF OFFICE AND LENGTH PRINCIPAL OCCUPATION COMPLEX OVERSEEN HELD BY
NAME, AGE AND ADDRESS OF TIME SERVED/1/ DURING THE PAST FIVE YEARS BY TRUSTEE TRUSTEE
- --------------------- -------------------- ----------------------------- ------------------ -------------

John A. Fiffy Trustee since 1998 Acquisition consultant, 1 None
Age: 55 Hewlett Packard Company (a
ICM Series Trust computer hardware company)
Two Portland Square (1993 - 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
ICM Series Trust Franklin Bank Co. (2002 -
Two Portland Square present); self-employed
Portland, ME 04101 Business Consultant (2001 -
2002); President & CEO,
Lighthouse Bank (2000 - 2001)

- --------
/1/ The term of service is indefinite.

INTERESTED TRUSTEE STANDING FOR RE-ELECTION

Warren J. Isabelle, CFA* Trustee, Chief Investment Officer, Ironwood 1 None
Age: 53 President and Capital Management, LLC (1997 -
Ironwood Capital Management, LLC Chairman of the present); Director, Compensation
21 Custom House St., Suite 240 Board of Committee Member and Executive
Boston, MA 02110 Trustees since Management Committee Member,
1998 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.

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, Treasurer and Chief Financial Officer and Chief
Age: 37 Chief Financial Officer since 1998 Compliance Officer, Ironwood Capital
Ironwood Capital Management, LLC Management, LLC (1997 - present);
21 Custom House St., Suite 240 Member and Chief Operating Officer,
Boston, MA 02110 Ironwood Capital Management, LLC
(1997-present).
Sara M. Morris Vice President and Assistant Secretary Director and Relationship Manager,
Age: 42 since 2004. Citigroup Fund Services, LLC since
Citigroup Fund Services, LLC 2004; Chief Financial Officer, The VIA
Two Portland Sq. Group, LLC (strategic marketing
Portland, ME 04101 company) 2000 - 2003.

- --------
/1/ The term of service is indefinite.

As of [recent practicable 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
[recent practicable date after November 17, 2005], 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 ______________________

Donald A. Nelson, CPA. ______________________

Thomas R. Venables ______________________

INTERESTED TRUSTEES

Warren J. Isabelle, CFA ______________________

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.

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.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND VOTE FOR THE
ELECTION OF EACH NOMINEE AS A TRUSTEE.

PROPOSAL 2

APPROVAL OF THE NEW INVESTMENT ADVISORY
AGREEMENT WITH IRONWOOD

On November 16, 2005, Ironwood entered into the Transaction Agreement with
MBIP and MBA regarding the Transaction, upon the closing of which MBA acquired
Ironwood. Pursuant to the Transaction Agreement, MBA agreed to acquire Ironwood
for a combination of cash and equity in MBA. 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 MBA for a purchase price of
less than $10 million and became a wholly-owned subsidiary of MBA. As also
stated above, MBA has acquired Ironwood for a combination of cash and equity in
MBA. Mr. Isabelle, Mr. Saks and Mr. Collins, three of the four principles of
Ironwood, received a combination of cash and equity in MBA 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.

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
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 MBA. Please see
"Information about MBA" for information regarding the ownership and control of
the Ironwood resulting from the acquisition of Ironwood by MBA.

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 Director, Chief President and Chief
Age: 52 Executive Officer, Operating Officer, MB
MB Investment Compensation Committee Investment Partners,
Partners, Inc. 825 Member and Executive Inc.; Registered Series
Third Ave., 31st Management Committee 7 & 24, Wallace
Floor New York, New Member, Ironwood Capital Securities Corp.
York 10022 Management, LLC.

Mark Bloom Director, Chief Managing Partner, M
Age: 54 Operating Officer, Capital, LLC; Chairman
MB Investment Compensation Committee and Chief Executive
Partners, Inc. 825 Member and Executive Officer, MB Investment
Third Ave., 31st Management Committee Partners, Inc.
Floor New York, New Member, Ironwood Capital
York 10022 Management, LLC.

Lester Pollack Director, Ironwood Chairman, Centre
30 Rockefeller Plaza, Capital Management, LLC. Partners (private
50th Floor New York, investment firm).
New York 10020

William Tomai Director, Ironwood Chief Financial Officer,
30 Rockefeller Plaza, Capital Management, LLC. Centre Partners (private
50th Floor New York, investment firm).
New York 10020

P. Benjamin Grosscup Director, Ironwood Portfolio Manager, MB
825 Third Ave., 31st Capital Management, LLC. Investment Partners, Inc.
Floor New York, New
York 10022

Thomas Barr Director, Ironwood Portfolio Manager, MB
825 Third Ave., 31st Capital Management, LLC. Investment Partners, Inc
Floor New York, New
York 10022

Christine Munn Director, Ironwood Portfolio Manager, MB
825 Third Ave., 31st 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 MBA

MBA, located at 825 Third Ave., 31st 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 MBA. 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, 50th Floor, New York, New York 10020.

MBIP, a wholly owned subsidiary of MBA, 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., 31st Floor, new York, New York.

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 MBA and met with senior
representatives of Ironwood and MBA. 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 MBA, the Transaction and Ironwood. In addition, an
Independent Trustee visited the MBA offices and spoke with personnel there. The
Board received a summary of the agreement governing the Transaction, copies of
MBA's most recent financial statements, the Former Agreement, the Interim
Agreement and the New Agreement. The Board also reviewed information concerning
(1) MBA's organizational structure and senior personnel; (2) MBA'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 MBA believed were likely to accrue to MBA, Ironwood and to the
Fund and discussed, in general terms, MBA'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 MBA confirmed that MBA was
committed to continuation of Ironwood as an autonomous organization insofar as
portfolio management services for the Fund are concerned and that both MBA 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 MBA 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 MBA (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 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 MBA 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.

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

MBA, 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.

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

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 ________________
Institutional Shares and __________ 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 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.

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, (800) XXX-XXXX, or by Internet at www.proxyweb.com.

By Order of the Board,

Warren J. Isabelle,
Chairman of the Board of Trustees,
ICM Series Trust

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.

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; (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

iii

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.

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 4400 Computer Drive, Westborough, Massachusetts 01581, 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 One Financial
Place, Suite 1600, Boston, Massachusetts 02109, 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.

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

By:
----------------------------------
Attest: __________________________

IRONWOOD CAPITAL MANAGEMENT, LLC

By:
----------------------------------
Attest: __________________________

APPENDIX I

5% BENEFICIAL OWNERS OF FUND SHARES AS OF THE RECORD DATE

NAME AND ADDRESS
TITLE OF CLASS OF OF BENEFICIAL AMOUNT AND NATURE OF PERCENTAGE OF
SHARES OWNER* BENEFICIAL OWNERSHIP CLASS OWNED
- ----------------- ----------------- --------------------- -----------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- --------
* 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.

[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., 27th 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

VOTE TODAY BY TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-800-XXX-XXXX 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. FOR WITHHOLD FOR
nominees as Trustees of the Trust: (01) John A. ALL ALL ALL
Fiffy, (02) Warren J. Isabelle (3) Donald A. Nelson, EXCEPT
and (04) Thomas R. Venables

(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)