PRELIMINARY COPY
Texas Capital Value Funds
Value & Growth Portfolio
1600 West 38th Street, Suite 412
Austin, TX 78731
Notice of Special Meeting
To the Shareholders of the Value & Growth
Portfolio, a portfolio of the Texas Capital Value Funds,
Inc., for a Special Meeting to be held by Proxy:
Notice is hereby given that a Special Meeting (the
"Meeting") of Shareholders of the Value & Growth
Portfolio (the "Fund"), will be held by proxy. You and
other shareholders of the Fund are being asked to consider
and vote:
1. To approve or disapprove an Amendment to the
Investment Advisory and Administrative Contract between
the Fund and First Austin Capital Management, Inc.,
("FACM") pursuant to which FACM will provide
investment advisory and administrative services.
2. To elect a nominee to the Board of Directors of
Texas Capital Value Funds, Inc.
3. To approve or disapprove an amendment to the
distribution agreement between the Fund and Choice
Investments, Inc. ("Choice Investments"), which lowers the
expenses paid to Choice Investments for the distribution of
the Fund shares.
4. To adopt a fundamental investment restriction
that prohibits the Fund from investing in securities of other
open-end investment companies.
Shareholders of record at the close of business on
July 31, 1996, are entitled to notice of, and to vote by
proxy. Your attention is called to the accompanying Proxy
Statement. Please complete, sign and return by August
15th, 1996, the enclosed proxy card so that a quorum will
be present and a maximum number of shares may be voted.
By Order of the Board of Directors
Eric Barden
Acting Secretary
July 31, 1996
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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 [ ] Definitive Proxy Statement only (as
permitted by Rule 14a-6(e)(2) [ ] Definitive Additional
Materials [ ] Soliciting Material Pursuant to Sec. 240-14a-
11(c) or 240.14a-12
Texas Capital Value Funds, Inc.
(Name of Registrant as Specified in Its Charter)
Texas Capital Value Funds
(Name of Person Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)1(ii), 14a-6(I)(1),
14a-6(I)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(I)(3) [ ] Fee computed on table
below per Exchange Act Rules 14a-6(I)(4) and 0-11.
1) Title of each class of securities to which
transaction applies: Shares of beneficial interest, par value
of $.0001, Value & Growth Portfolio
2) Aggregate number of securities to which
transaction applies: 101,684
3) Per unit price or other underlying value
of transaction computed pursuant to Exchange Act Rule 0-
11; (Set forth the amount on which filing fee is calculated
and state how it was determined): N/A
4) Proposed maximum aggregate value of
transaction: N/A
5) Total Fee Paid: N/A
[ ] 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 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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Texas Capital Value Funds, Inc.
Value & Growth Portfolio
1600 West 38th Street, Suite 412
Austin, TX 78731
PROXY STATEMENT
This Proxy Statement is furnished by the Texas
Capital Value Funds, Inc. Value & Growth Portfolio to its
shareholders and on behalf of the Board of Directors of the
Texas Capital Value Funds, Inc. of which the Fund is a
portfolio, in connection with the Fund's solicitation of
voting instructions for use at a Special Meeting of
Shareholders to be held by proxy, for the purposes set forth
below and in the accompanying Notice of Special Meeting.
The approximate mailing date of this Proxy Statement is
August 7th, 1996. At the meeting shareholders of the
Fund will be asked:
1. To approve or disapprove an Amendment to
the Investment Advisory and Administrative Contract
between the Fund and First Austin Capital Management,
Inc., the advisor to the Fund, ("FACM") pursuant to which
FACM will act as administrator and investment adviser
with respect to the assets of the Fund, to become effective
upon shareholder approval.
2. To approve or disapprove a nominee to
the Board of Directors of the Company.
3. To approve or disapprove an amendment
to the distribution agreement between the Fund and Choice
Investments, Inc., which lowers the percentage of assets
paid by the Fund for the distribution of Fund shares.
4. To adopt a fundamental investment
restriction that prohibits the Fund from investing in
securities of other open-end investment companies.
The Fund will request broker-dealer firms,
custodians, nominees and fiduciaries to forward proxy
materials to the beneficial owners of shares of the Fund
held of record by such persons. The Adviser may reimburse
such broker-dealer firms, custodians, nominees and
fiduciaries for their reasonable expenses incurred in
connection with such proxy solicitation. In addition to the
solicitation of proxies by mail, officers and employees of
the Fund or the Company, without additional
compensation, may solicit proxies in person or by
telephone. The costs associated with this solicitation and
the Meeting will be borne by the Adviser and not by the
Fund or the Company.
Shareholders of the Fund at the close of business
on July 31, 1996, will be entitled to be present and vote at
the Meeting. As of that date, there were 103,191.377
shares of the Fund outstanding and entitled to vote,
representing total net assets of approximately
$1,000,000.00
To the knowledge of the Fund's management, as
of July 31, 1996, the officers and directors of the Company
and the Adviser own, as a group, less than 25% of the
shares of the Fund. Principals of the Adviser, however,
have the ability to direct the voting of their shares in the
Value & Growth Fund, which constitute 22% of the Fund's
outstanding shares as of the record date, and it is expected
that such shares will be voted in favor of the proposal.
To the knowledge of the Fund's management, as
of July 31, 1996, the persons owning beneficially more
than 5% of the outstanding shares of the Fund were as
follows:
Mr. Mark Coffelt 12.8%
Mr. Jim Kaighin, 12.7%
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Coffelt Family L.P. 9.7%
Mr. Eddie Harris 5.1%
The Fund is a portfolio or "series" of the
Company, a corporation organized under the laws of the
State of Maryland. The Company is registered, as an
open-end management investment company under the
Investment Company Act of 1940. The Fund's investment
adviser and administrator is FACM, 1600 West 38th
Street, Suite 412, Austin, Texas, 78731. The Fund's
principal underwriter is Choice Investments, Inc. with
offices at 5900 Balcones Drive, Suite 110, Austin, TX
78731.
The persons named in the accompanying proxy
will vote in each case as directed in the proxy, but in the
absence of such direction, they intend to vote FOR the
proposal.
Proposal 1
APPROVAL OR DISAPPROVAL OF THE
AMENDMENT TO THE INVESTMENT ADVISORY
AND ADMINISTRATIVE CONTRACT BETWEEN THE
FUND AND FACM.
Background
The proxy has been solicited for the purpose of
considering an Amendment to the Investment Advisory
and Administrative Contract for the Fund. Shareholders
are being asked to approve an amendment to the Advisory
and Administrative Agreement (the "Amendment") which
embodies a new expense schedule. The Company's Board
of Directors, at an in-person meeting held on March 22,
1996, approved the Amendment, subject to approval by the
shareholders of the Fund, to become effective on the date of
such approval.
Existing Advisory and Administrative Contract
FACM currently serves as adviser and
administrator for the Fund under an Investment Advisory
and Administrative Contract (the "Existing Advisory
Agreement") dated August 15, 1995. Under the Existing
Advisory Agreement, FACM is entitled to receive from the
Fund a monthly advisory fee based upon the average daily
net assets of the Fund at the annual rate of 1.00%.
For administrative services, FACM receives a fee
equal to the sum of (i) nine-tenths percent (0.90%) of the
amount of assets in the Fund between one dollar ($1.00)
and five million dollars ($5,000,000), inclusive plus (ii)
three-tenths percent (0.30%) of the amount of assets in the
Fund between five million and one dollars ($5,000,001.00)
and thirty million dollars ($30,000,000), inclusive, plus
(iii) twenty-eight hundredths percent (0.28%) of the
amount of assets in the Fund between thirty million and
one dollars ($30,000,001) and one-hundred million dollars
($100,000,000), inclusive, plus (iv) twenty-five hundredths
percent (0.25%) of the amount of assets in the Fund
between one-hundred million and one dollars
($100,000,001) and two-hundred million dollars
($200,000,000), inclusive, plus (v) twenty hundredths
percent (0.20%) of the amount of assets in the Fund in
excess of two hundred and one million dollars
($200,000,001), inclusive. Such fees shall be accrued daily
and be payable monthly in arrears on the first day of each
calendar month.
Amendment to the Advisory and Administrative Contract
A form of the Amendment to the Advisory and
Administrative Contract is attached to this Proxy
Statement as Exhibit A, and the description set forth in this
Proxy Statement of the Amendment is qualified in its
entirety by reference to Exhibit A.
As compensation for its advisory services to the
Fund, under the Amendment to the Investment
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Advisory and Administrative Contract, FACM will be
entitled to receive from the Fund fees identical to the fees
received currently, in accordance with the terms and
conditions of the existing Advisory and Administrative
Contract.
As compensation for its administrative services to
the Fund, under the Amendment to the Investment
Advisory and Administrative Contract FACM shall receive
a fee equal to the sum of (i) seven-tenths percent (0.70%)
of the amount of assets in the Fund between one dollar
($1.00) and five million dollars ($5,000,000), inclusive
plus (ii) five-tenths percent (0.50%) of the amount of assets
in the Fund between five million and one dollars
($5,000,001.00) and thirty million dollars ($30,000,000),
inclusive, plus (iii) twenty-eight hundredths percent
(0.28%) of the amount of assets in the Fund between thirty
million and one dollars ($30,000,001) and one-hundred
million dollars ($100,000,000), inclusive, plus (iv) twenty-
five hundredths percent (0.25%) of the amount of assets in
the Fund between one-hundred million and one dollars
($100,000,001) and two-hundred million dollars
($200,000,000), inclusive, plus (v) twenty hundredths
percent (0.20%) of the amount of assets in the Fund in
excess of two hundred and one million dollars
($200,000,001), inclusive. Such fees shall be accrued daily
and be payable monthly in arrears on the first day of each
calendar month.
The Amendment to the Investment Advisory and
Administrative Contract will have the net effect of
reducing administrative expenses by two-tenths of a
percent (0.20%)(to 0.70% from 0.90%) on assets between
one dollar ($1.00) and five million dollars ($5,000,000),
inclusive, and raising administrative expenses to
(0.50%)(to 0.50% from 0.30%) for the amount of assets in
the Fund between five million and one dollars ($5,000,001)
and thirty million dollars ($30,000,000), inclusive.
Directors' Considerations
The Board of Directors of the Company believes that the
terms of the Amendment to the Investment Advisory and
Administrative Contract are fair to, and in the best interest
of, the Fund and its shareholders. The Board of Directors,
including all of the non-interested directors, recommend
approval by the shareholders of the Amendment to the
Investment Advisory and Administrative Contract between
FACM and the Fund. In making this recommendation, the
Directors carefully evaluated the quality of services FACM
is expected to provide to the Fund, and have given careful
consideration to all factors deemed to be relevant to the
Fund, including, but not limited to: (1) the nature and
quality of the services expected to be rendered to the Fund
by FACM; (2) that the compensation payable to FACM by
the Fund under the proposed Amendment to the
Investment Advisory and Administrative Contract will
currently be less than the rate of compensation now
payable by the Fund to FACM under the existing Advisory
and Administrative Contract; (3) and other factors deemed
relevant.
FACM has advised the Board of Directors that
there will be no diminution in the scope and quality of
administrative services provided to the Fund as a result of
the Amendment to the Investment Advisory and
Administrative Contract. Accordingly, the Board of
Directors believes that the Fund will receive administrative
services under such Amendment equal or superior to those
it currently receives under the existing Advisory and
Administrative Agreement, at lower current fee levels.
COMPARATIVE FEE TABLE
Annual Fund Operating Expenses
(as a percentage of average net assets)
Existing Fee Proposed Fee
Management Fees 1.00% 1.00%
12b-1 Fees (b) . 0.35% 0.25%
Other expenses 0.90% 0.70%
Total Fund Operating Expenses 2.25% 1.95%
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Example
The following table illustrates the expenses on a $1,000
investment under the existing and proposed fees and the
expenses stated above, assuming (1) a 5% annual return
and (2) redemption at the end of each time period:
1 Year 3 Years 5 Years 10 Years
Existing Fee $24 $74 $131 $297
Proposed Fee $20 $65 $113 $258
The purpose of this example and the table is to assist
investors in understanding the various costs and expenses
of investing in shares of the Fund. The example above
should not be considered a representation of past or future
expenses of the Fund. Actual expenses may vary from year
to year and may be higher or lower than those shown
above.
Recommendation and Required Vote
Shareholders of the Fund will vote on the
proposed Amendment to the Investment Advisory and
Administrative Contract. The Board of Directors of the
Fund recommends that the shareholders approve the
Amendment to the Investment Advisory and
Administrative Contract. The affirmative vote of the
holders of a majority of the outstanding shares of the Fund
is required to approve the Amendment to the Investment
Advisory and Administrative Contract. "Majority" for this
purpose, under the Investment Company Act, means more
than 50% of such outstanding shares.
THE BOARD OF TRUSTEES OF THE FUND
RECOMMEND THAT SHAREHOLDERS APPROVE
THE AMENDMENT TO THE ADVISORY AND
ADMINISTRATIVE AGREEMENT.
Proposal 2
APPROVAL OR DISAPPROVAL OF THE NOMINEE
TO THE BOARD OF DIRECTORS
The nominee for election to the Board of Directors
of the Company, his age, and a description of his principal
occupation is listed in the table below.
- -----------------------------------------------------------------------
- ---------
Paul Martin,* Mr. Martin (42) is general director and
chief investment officer of Martin Capital Management
(since November, 1988). Prior to establishing Martin
Capital Management, Mr. Martin worked as a
stockbroker in New York City, managing investment
accounts at Merrill Lynch and Oppenheimer & Company.
Subject to shareholder approval, he will be the investment
advisor of the Texas Opportunity Fund, a series of the
Texas Capital Value Funds, Inc. currently in registration
with the SEC. Mr. Martin served seven years active duty
with the United States armed services, and continues to
serve as a US Naval Reserve Officer. He has a BA degree
in liberal arts from St. John's College in Santa Fe, New
Mexico.
- - ------------
* Indicates "interested person" of the Company as defined
by the 1940 Act, by reason of his position as investment
adviser of the Texas Opportunity Fund
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COMPENSATION TABLE
NAME & AGGREGATE PENSION
ESTIMATED ANNUALTOTAL
POSITION COMPENSATION
BENEFITSRETIREMENT BENEFITS COMP.
Mark A. Coffelt $0 $0 $0 $0
President &
Chief Investment
Officer of the Value
& Growth , Portfolio
and the Growth &
Income Portfolio
Paul Martin $0 $0 $0 $0
Director & Chief
Investment Officer of
the Texas Opportunity
Fund
Edward D. Clark $2,000* $0 $0 $2,000
Director
John Henry McDonald $2,000* $0 $0
$2,000
Director
Janis Claflin $2,000* $0 $0 $2,000
Director
*Denotes disinterested director
REQUIRED VOTE. In the election of each director, the
candidate must receive the affirmative vote of a plurality of
the votes cast for the election of the Board. Members will
be elected, provided a quorum is present.
THE BOARD OF DIRECTORS, INCLUDING ITS
INDEPENDENT BOARD MEMBERS, RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE NOMINEE
UNDER PROPOSAL 2.
Proposal 3
APPROVAL OR DISAPPROVAL OF THE
AMENDMENT TO THE DISTRIBUTION AGREEMENT
BETWEEN THE FUND AND CHOICE INVESTMENTS,
INC.
Existing Distribution Plan
The Company has adopted a distribution plan pursuant to
Rule 12b-1 under the 1940 Act (the "Plan") under which
the Company contracts with registered broker-dealers and
their agents to distribute shares of the Fund. Registered
broker-dealers and their agents who have previously signed
service agreements with the distributor are currently paid
0.25% of the average daily net assets for those shareholders
brought to a
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Fund for the period of time those shareholders remain with
the Fund. A distributor will retain 0.10% of the total
0.35% Rule 12b-1 fee for such shareholders.
The services provided by selected broker-dealers
pursuant to the Plan are primarily designed to promote the
sale of shares of each Fund, in the interest of reducing the
administrative expense to shareholders, and include the
furnishing of office space and equipment, telephone
facilities, personnel and assistance to the Fund in servicing
such shareholders.
For these services, the Fund currently pays a
distribution fee equal to thirty-five hundredths of a percent
(0.35%) per annum of the Fund's average daily net assets.
Adoption of this proposal reduces the distribution fee to
twenty-five hundredths of a percent (0.25%), thereby
reducing the overall expense of the Fund.
In addition to the compensation set forth above,
for shares sold with a sales charge, a distributor shall keep
the underwriting discount determined in accordance with
the payment schedule contained in the most recent
prospectus of the Fund as effected by the SEC.
New Form of Distribution Plan Pursuant to 12b-1
The Board of Directors has proposed a
Distribution Plan (the "Proposed Plan") pursuant to Section
12(b) of the 1940 Act and Rule 12b-1 after having
concluded that there is a reasonable likelihood that the
Proposed Plan would benefit the Fund and its shareholders.
Pursuant to such Proposed Plan, and as compensation for
the services performed and the expenses incurred by a
distributor under this Agreement (including the
commissions and other fees and expenses paid by a
distributor for the sale of Fund shares), the Fund shall pay
to a distributor on a monthly basis in arrears a distribution
fee, accrued daily, equal to 25/100 of one percent (0.25%)
per annum of the Fund's average daily net assets. The
expenses of the Fund to be paid by a distributor from this
compensation shall include a service fee to each
distributor, which service fee shall equal 15/100 of one
percent (0.15%) of the Fund's shares owned by investors
for whom such distributor is the holder or dealer of record.
In addition to the compensation set forth above,
for shares sold with a sales charge, a distributor shall keep
the underwriting discount determined in accordance with
the payment schedule contained in the most recent
prospectus of the Fund as effected by the SEC.
COMPARATIVE FEE TABLE
Annual Fund Operating Expenses
(as a percentage of average net assets)
Existing Fee Proposed Fee
Management Fees 1.00% 1.00%
12b-1 Fees (b) 0.35% 0.25%
Other expenses 0.90% 0.70%
Total Fund Operating Expenses 2.25% 1.95%
Example
The following table illustrates the expenses on a $1,000
investment under the existing and proposed fees and the
expenses stated above, assuming (1) a 5% annual return
and (2) redemption at the end of each time period:
1 Year 3 Years 5 Years 10 Years
Existing Fee $24 $74 $131 $297
Proposed Fee $20 $65 $113 $258
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The purpose of this example and the table is to assist
investors in understanding the various costs and expenses
of investing in shares of the Fund. The example above
should not be considered a representation of past or future
expenses of the Fund. Actual expenses may vary from year
to year and may be higher or lower than those shown
above.
THE BOARD OF DIRECTORS, INCLUDING ITS
INDEPENDENT BOARD MEMBERS, RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE
AMENDMENT TO THE DISTRIBUTION AGREEMENT
UNDER PROPOSAL 3.
Proposal 4
APPROVAL OR DISAPPROVAL OF THE
FUNDAMENTAL INVESTMENT RESTRICTION ON
THE PURCHASE OF OTHER OPEN-END
INVESTMENT COMPANIES (MUTUAL FUNDS)
To register shares of the Fund for sale in the state
of California, the Fund had to undertake that it would
adopt a fundamental investment restriction on the purchase
of shares of other open-end investment companies. The
intent of this restriction is to preclude the Fund from
investing in securities that charge a management fee,
effectively twice charging a shareholder of the Fund.
The Fund(s) have adopted and will follow certain
investment policies, which are fundamental and may not be
changed without shareholder approval. The fundamental
investment restrictions, as amended, are set forth below.
(a) Each Fund may not invest more than 25% of its
total assets in the securities of issuers in any one industry.
This restriction does not apply to investments by a Fund in
securities of the US Government or its agencies or
instrumentalities.
(b) Each Fund may not issue senior securities or borrow
money except for temporary purposes in amounts up to
10% of its net assets (including the amount borrowed) less
liabilities (not including the amount borrowed) at the time
of such borrowing, provided that collateral arrangements
with respect to permitted instruments shall not be deemed
to entail the issuance of senior securities if appropriately
covered. Each Fund will not make any investments while
outstanding borrowings exceed 5% of the value of its total
assets.
(c) Each Fund may not make loans, although it may
invest in debt securities, enter into repurchase agreements
and lend its portfolio securities.
(d) Each Fund may not invest in securities or other
assets that the Board of Directors determines to be illiquid
if more than 15% of the Fund(s)'s net assets would be
invested in such securities.
(e) Each Fund may not (i) purchase or sell commodities
or commodities contracts (including financial futures and
related options), (ii) invest in oil, gas, or mineral
exploration or development programs or leases, or (iii)
purchase securities on margin, except for such short-term
credit as may be necessary for the clearance of transactions
and except for borrowings in amounts not exceeding 10%
of its net assets.
(f) Each Fund may not purchase or sell real estate or
make real estate mortgage loans or invest in real estate
limited partnerships, except that each Fund may purchase
or sell securities issued by entities in the real estate
industry or instruments backed by real estate such as, but
not limited to, Real Estate Investment Trusts (R.E.I.T's).
(g) Each Fund may not act as an underwriter of
securities issued by others, except to the extent it may be
deemed to be an underwriter in connection with the
disposition of Fund securities of each Fund.
(h) The investment in warrants, valued at the lower of
cost or market, may not exceed 5.0% of the value of each
Fund's net assets. Included within that amount, but not to
exceed 2.0% of the value of each Fund's net assets, may be
warrants which are not listed on the New York or
American Stock Exchange. Warrants acquired by each
Fund in units or attached to securities may be deemed to be
without value.
(i) Each Fund shall not invest in other open ended
management investment companies.
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THE BOARD OF DIRECTORS, INCLUDING ITS
INDEPENDENT BOARD MEMBERS RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE
AMENDMENT TO THE FUNDAMENTAL
INVESTMENT RESTRICTIONS.
General Information
Recommendation and Required Vote
Shareholders of the Fund will vote on the above
proposals. The Board of Directors of the Fund
recommend that the shareholders approve the proposals.
The affirmative vote of the holders of a majority of the
outstanding shares of the Fund is required to approve the
proposals. "Majority" for this purpose under the
Investment Company Act means the lesser of (i) 67% of
the shares represented at the meeting if more than 50% of
such outstanding shares are represented, or (ii) more than
50% of such outstanding shares. Abstentions and broker
non-votes will not count as votes present at the Meeting.
Shareholder Proposals
The Meeting is a special meeting of shareholders.
The Fund is not required to, nor does it intend to, hold
regular annual meetings of its shareholders. If such a
meeting is called, any shareholder who wishes to submit a
proposal for consideration at the meeting should submit the
proposal promptly to the Fund.
Reports to Shareholders
The Fund will furnish, without charge, a copy of the
most recent Semi-Annual Report on request. Requests for
such reports should be directed to the Fund at the address
and telephone shown on the first page of this proxy
statement or to FACM at (800) 880-0324.
A SIGNED PROXY WILL BE VOTED IN FAVOR OF
THE PROPOSAL LISTED BELOW UNLESS YOU
HAVE SPECIFIED OTHERWISE. PLEASE SIGN,
DATE AND RETURN THIS PROXY PROMPTLY. YOU
MAY VOTE ONLY IF YOU HELD SHARES IN THE
FUND AT THE CLOSE OF
BUSINESS ON JULY 31, 1996.
IN ORDER THAT THE PRESENCE OF A
QUORUM AT THE MEETING MAY BE ASSURED,
PROMPT EXECUTION AND RETURN OF THE
ENCLOSED PROXY IS REQUESTED. A SELF-
ADDRESSED, POSTAGE-PAID ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE.
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THE BOARD OF DIRECTORS, INCLUDING ITS
INDEPENDENT BOARD MEMBERS RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE
FOLLOWING PROPOSALS:
1. Approval of an Amendment to the Investment Advisory
Contract between the Fund and First Austin Capital
Management, Inc., ("FACM") pursuant to which FACM
will provide investment advisory and administrative
services.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. Approval of the nomination of Paul Martin to the Board
of Directors of Texas Capital Value Funds, Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Approval of an Amendment to the Distribution
Agreement between the Fund and Choice Investments,
Inc., ("Choice Investments") which lowers the expenses
paid to Choice Investments for the distribution of the Fund
shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Approval of the adoption of a fundamental investment
restriction that prohibits the Fund from investing in
securities of other open-end investment companies.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Dated: __________________ , 1996
_____________________
Signature
____________________
Signature (if held jointly)
___________________
Title (if applicable)
___________________
Title (if applicable)
Please sign exactly as name or names appear on your
shareholder account statement. When signing as attorney,
trustee, executor, adminisrator, custodian, guardian or
corporate officer, please give full title. If shares are held
jointly, each shareholder should sign.
