DEFINITIVE ADDITIONAL PROXY MATERIALS
(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))
[ ] Definitive Proxy Statement
[X] 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.:
-----------------------
3) Filing Party:
-----------------------
4) Date Filed:
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INTRODUCTION
Hi, my name is and this is a courtesy call from ADP. I am a proxy representative
acting on behalf of the ICM Isabelle Small Cap Value Fund. Is available? (If
shareholder is not a natural person, request to speak to representative
authorized to vote on shareholder's behalf.)
When correct shareholder/authorized representative comes on the line:
Hi Mr./Ms. , my name is and I am calling from ADP. I am a proxy
representative acting on behalf of the ICM Isabelle Small Cap Value
Fund. Our records indicate that you are a shareholder of the ICM
Isabelle Small Cap Value Fund. In late February 2006, you were mailed a
proxy statement on behalf of the ICM Isabelle Small Cap Value Fund
asking you to consider the approval of the new advisory agreement
between ICM Series Trust, acting on behalf of the ICM Isabelle Small
Cap Value Fund, and Ironwood Capital Management, LLC, necessitated by
the change in control of Ironwood that resulted from the acquisition of
Ironwood by MB Investment Partners and Associates LLC, as described in
the proxy materials, as well as the election of four trustees to the
fund's board of trustees, as described in the proxy materials.
If the shareholder/authorized representative answers:
Hi Mr./Ms. , I am calling because our records indicate that you are a
shareholder of the ICM Isabelle Small Cap Value Fund. In late February
2006, you were mailed a proxy statement on behalf of the ICM Isabelle
Small Cap Value Fund asking you to consider the approval of the new
advisory agreement between ICM Series Trust, acting on behalf of the
ICM Isabelle Small Cap Value Fund, and Ironwood Capital Management,
LLC, necessitated by the change in control of Ironwood that resulted
from the acquisition of Ironwood by MB Investment Partners and
Associates LLC, as described in the proxy materials, as well as the
election of four trustees to the fund's board of trustees, as described
in the proxy materials.
CONFIRMATION OF RECEIPT OF PROXY MATERIALS
Did you receive the proxy materials sent out in late February 2006?
If Proxy Materials Were Not Received:
I can resend the proxy materials to you. You should receive them within
3 to 5 business days. Alternatively, if you have access to e-mail we
can e-mail you the proxy statement and you may call us back on our
toll-free number to place your vote. Once received and reviewed, you
have several options to place your vote. You may vote by mail by
completing the card, signing and dating it, and then mailing it back in
the prepaid envelope. You may use the toll-free automated phone system;
the number is 1-888-221-0697. You may vote online at
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www.proxyweb.com. Also, you may call us directly at 1-877-333-2259 to
place your vote, or if you would like we can schedule a call-back for a
later date. Would you like to receive another copy of the proxy
materials and a call-back after you have had a chance to review the
materials?
If Shareholder Desires Re-Mailing:
Verify address and make any changes.
The new package will be mailed out in the next 24 hours and you should
receive it within 3-5 business days.
If Shareholder Desires Call-Back:
Mr./Ms. ,would you like me to schedule a call-back in a few days after
you have had a chance to review the material? We will give you a call
within a week once you have had time to review the material. Thank you
for your time and have a great day/evening.
If Shareholder does not Request Re-Mailing or Call Back:
Sorry for the inconvenience today. Please be aware that as a
shareholder, your vote is important. The special meeting of
shareholders is scheduled for April 18, 2006 at 2:00 p.m. (EST). Your
vote must be received on or before 9:00 P.M. on April 17, 2006 if you
are not planning on attending the meeting. If you should decide at a
later time that you would like us to re-mail the Proxy Materials, you
may also call us directly at 1-877-333-2259. Thank you again for your
time today, and have a wonderful day/evening.
If Proxy Materials were Received:
Have you had a chance to review the material and are there any
questions I can answer for you? (Use proxy statement to answer all
questions.)
If Shareholder states that shares were sold after February 7, 2006:
Since you were a shareholder on the date of record, which was February
7, 2006, you are still entitled to cast your vote. If you would like, I
can go over the proxy material with you now and assist you in placing
your vote.
If you have no (further) questions, would you like to take this
opportunity to place your vote with me now over the phone?
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SHAREHOLDERS WHO HAVE RECEIVED PROXY MATERIALS AND DESIRE TO VOTE BY PHONE
If Proxy Materials were Received and Shareholder Desires to Vote:
If shareholder is a Natural Person:
The process will only take a few moments.
1. I will introduce myself again and give the date and time. 2. I
will then ask your permission to record your vote.
3. At that point, I will ask you to verify your full name and mailing
address, city, state and zip code to confirm ownership of your
account.
May I take your vote now?
Thank you, for your protection this phone call will be recorded.
My name is from ADP and I am acting
--------------------------------
on behalf of the ICM Isabelle Small Cap Value Fund.
Today's date is and the time is E.T.
------------------- -----------
Mr./Ms. do I have your permission to record your vote?
For the record, would you please state your full name and full mailing
address?
For the record, would you also please state the last 4 digits of your
[social security number] [employer identification number]?
The Board of Directors has unanimously approved the form of the new
advisory agreement between ICM Series Trust, acting on behalf of the
ICM Isabelle Small Cap Value Fund, and Ironwood Capital Management,
LLC, necessitated by the change in control of Ironwood that resulted
from the acquisition of Ironwood by MB Investment Partners and
Associates LLC. Do you wish to support, vote against, or abstain from
voting on the proposed new agreement resulting from the change in
control?
The Board of Directors has unanimously approved the four candidates for
election to the Board of Trustees of the ICM Series Trust. Do you wish
to support, vote against, or abstain from voting on the proposed
election of each of the four nominees for trustee named in the proxy
materials to the Trust's Board of Trustees?
If Shareholder is Not a Natural Person:
This process will only take a few moments.
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1. I will introduce myself again and give the date and time.
2. I will ask your permission to record your vote.
3. Then I will ask you to verify your full name and your company's full
mailing address, city, state, and zip code.
4. Finally I will ask you to confirm that you are authorized to vote on this
account.
May I take your vote now?
Thank you, for your protection this phone call will be recorded.
My name is from ADP and I am acting
--------------------------------
on behalf of the ICM Isabelle Small Cap Value Fund.
Today is and the time is E.T.
-------------------------- -----------
Mr./Ms. do I have your permission to record your vote?
For the record, would you please state your full name and company
mailing address?
Are you authorized to vote these shares?
The Board of Directors has unanimously approved the form of the new
advisory agreement between ICM Series Trust, acting on behalf of the
ICM Isabelle Small Cap Value Fund, and Ironwood Capital Management,
LLC, necessitated by the change in control of Ironwood that resulted
from the acquisition of Ironwood by MB Investment Partners and
Associates LLC. Do you wish to support, vote against, or abstain from
voting on the proposed new agreement resulting from the change in
control?
The Board of Directors has unanimously approved the four candidates for
election to the Board of Trustees of the ICM Series Trust. Do you wish
to support, vote against, or abstain from voting on the proposed
election of each of the four nominees for trustee named in the proxy
materials to the Trust's Board of Trustees?
If Shareholder Provides a Favorable Vote:
Mr./Ms. I have recorded your votes as follows:
First, you are voting all of your shares of the Isabelle Small Cap
Value Fund "FOR" the proposed new advisory agreement between ICM Series
Trust, acting on behalf of the ICM Isabelle Small Cap Value Fund, and
Ironwood Capital Management, LLC, necessitated by the change in control
of Ironwood that resulted from the acquisition of Ironwood by MB
Investment Partners and Associates LLC, as described in the proxy
materials, is that correct?
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Second, you are voting all of your shares of the ICM Isabelle Small Cap
Value Fund "FOR" the election of the four nominees for trustee listed
in the proxy materials, is that correct?
If Shareholder Provides a Non-Favorable Vote:
Mr./Ms. I have recorded your votes as follows:
First, you are voting all of your shares of the ICM Isabelle Small Cap
Value Fund "AGAINST" the proposed new advisory agreement between ICM
Series Trust, acting on behalf of the ICM Isabelle Small Cap Value
Fund, and Ironwood Capital Management, LLC, necessitated by the change
in control of Ironwood that resulted from the acquisition of Ironwood
by MB Investment Partners and Associates LLC, as described in the proxy
materials, is that correct?
Second, you are voting all of your shares of the ICM Isabelle Small Cap
Value Fund "AGAINST" the proposed election of the four nominees for
trustee listed in the proxy materials, is that correct?
If Shareholder Provides a Mixed Vote on the Proposal to Elect the Four Trustee
Nominees:
First, you are voting all of your shares of the ICM Isabelle Small Cap
Value Fund "FOR" the election of the following nominees for trustee
listed in the proxy materials, is that correct?
[List Trustee Nominees for whom a "FOR" vote will be recorded]
Second, you are voting all of your share of the ICM Isabelle Small Cap
Value Fund "AGAINST" the election of the following nominees for trustee
listed in the proxy materials, is that correct?
[List Trustee Nominees for whom an "AGAINST" vote will be recorded]
If Shareholder Abstains from Voting:
Mr./Ms. I have recorded your votes as follows:
First, you are abstaining from voting all of your shares of the ICM
Isabelle Small Cap Value Fund with respect to the proposed new advisory
agreement between ICM Series Trust, acting on behalf of the ICM
Isabelle Small Cap Value Fund, and Ironwood Capital Management, LLC,
necessitated by the change in control of Ironwood that resulted from
the acquisition of Ironwood by MB Investment Partners and Associates
LLC, as described in the proxy materials, is that correct?
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Second, you are abstaining from voting all of your shares of the ICM
Isabelle Small Cap Value Fund with respect to the proposed election of
the four nominees for trustee listed in the proxy materials, is that
correct?
Record all votes as shareholder requests. Then state as follows:
Within the next 72 hours we will mail you a written confirmation of
your vote. If we have not recorded your information correctly or if you
wish to change your vote, please call 1-877-333-2259 to let us know.
Also, please note that your vote cannot be changed with us by phone
after [9:00 PM] ET on April 17, 2006. Thank you very much for your
participation and have a great day/evening.
SHAREHOLDERS WHO HAVE RECEIVED PROXY MATERIALS AND DESIRE TO VOTE BY INTERNET
You may also vote by Internet. To vote via the Internet, please access
the website listed on your proxy card(s). To vote via the Internet, you
will need the "control number" that appears on your proxy card. The
Internet voting procedures are designed to authenticate shareholder
identities, to allow shareholders to give their voting instructions and
to confirm that shareholders' instructions have been recorded properly.
If you vote via the Internet, you may incur costs associated with
electronic access providers and telephone companies. Proper voting
instructions received via the Internet will be voted as specified.
SHAREHOLDERS WHO HAVE RECEIVED PROXY MATERIALS AND DESIRE TO VOTE BY PHONE
You may also vote by telephone. To vote by telephone, please call the
telephone number listed on your proxy card(s). To vote by telephone,
you will need the "control number" that appears on your proxy card. The
telephone voting procedures are designed to authenticate shareholder
identities, to allow shareholders to give their voting instructions and
to confirm that shareholders' instructions have been recorded properly.
Proper voting instructions received by telephone will be voted as
specified.
SHAREHOLDERS WHO HAVE RECEIVED PROXY MATERIALS AND DO NOT WANT TO PARTICIPATE IN
VOTING PROCESS
Sorry for the inconvenience today. Please be aware that as a
shareholder, your vote is important. The special meeting of
shareholders is scheduled for April 18, 2006 at 2:00 p.m. (EST). Your
vote must be received on or before [9:00P.M.] on April 17, 2006 if you
are not planning on attending the meeting. If you should change your
mind about voting, please fill out your proxy card, sign it, date it
and mail it back in the prepaid envelope. If you would rather not do
that, you can always vote over the phone with an automated system at
1-888-221-0697 or on the Internet at www.proxyweb.com. The only thing
you will need is the control number on your
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proxy card, which is the shaded number on your proxy card. Thank you
again for your time today, and have a wonderful day/evening.
SHAREHOLDERS WHO HAVE RECEIVED PROXY MATERIALS BUT DESIRE MORE TIME TO REVIEW
PROXY MATERIALS PRIOR TO VOTING
Thank you very much Sir/Madame, we will give you a call back at your
convenience on at o'clock your time. Should you have any further
questions prior to our call back, please feel free to call ADP at
1-877-333-2259. Thank you for your time and have a great day/evening.
If Proxy Materials Were Received and Call Back is Desired:
Mr./Ms. would you like me to schedule a call back in a few days after
you have had a chance to review the material? We will give you a call
within a week once you have had time to review the material. Thank you
for your time and have a great day/evening.
LEAVING A MESSAGE ON A SHAREHOLDER ANSWERING MACHINE:
Hello, my name is ____________________ and I am a proxy representative
for ADP on behalf of the ICM Isabelle Small Cap Value Fund with which
you are a shareholder. You should have received material in the mail
recently concerning the Special meeting of Shareholders to be held on
April 18, 2007.
Your vote is very important. You can provide your vote quickly and
easily by touchtone phone, Internet or by mail. Your proxy card has all
of the details or you may call us toll free at 1-877-333-2259 to answer
any questions you may have and also to cast your vote directly over the
phone. If you have your proxy card you can also vote on the Internet by
going to www.proxyweb.com using the control number located on your
proxy card.
Thank you in advance for your time and have a great day/evening.
ADP CALL CENTER INBOUND - AFTER HOURS ANSWERING MACHING MESSAGE
Thank you for calling the ICM Isabelle Small Cap Value Fund shareholder
meeting line. Our offices are now closed. Please call us during our
normal business hours - which are, Monday through Friday, 9:30AM -
9:00PM and Saturday 10:00AM - 6:00PM ET. Thank you and have a nice day.
ADP CALL CENTER INBOUND - CALL IN QUEUE MESSAGE
Thank you for calling the ICM Isabelle Small Cap Value Fund shareholder
meeting line. All of our representatives are currently assisting other
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shareholders. Your call is important to us. Please continue to hold and
your call will be answered in the order in which it was received.