UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e) (2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11 (c) or
ss. 240.14a-12
WEST UNIVERSITY FUND, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i) (1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
N/A
(2) Aggregate number of securities to which transaction
applies:
N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
[ ] 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:
NOTICE OF ANNUAL MEETING
TO BE HELD OCTOBER 22, 1998
To the shareholders of the West University Fund, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of the West
University Fund, Inc. will be held at 3030 University Blvd.,
Houston, Texas 77005 on October 22, 1998 at 5:30 PM for the
following purposes:
1) To elect three (3) directors to serve until the next
Annual Meeting of Shareholders or until their successors are
elected and qualified.
2) To ratify or reject the selection of Simonton, Kutac, and
Barnidge, L.L.P. as independent public accountants to audit and
certify financial statements of the Fund for the fiscal year ending
December 31, 1998.
3) To approve or disapprove for the Corporation's current
fiscal year the Investment Advisory Contract between the
Corporation and Cancelmo Capital Management, Inc. dated October 25,
1995.
4) To transact such other business as may properly come
before the meeting or any general adjournments thereof.
The Board of Directors has fixed the close of business on September
28, 1998 as the record date for determination of the shareholders
entitled to notice of, and to vote at the meeting.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON,
PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED PROXY.
PROMPT RETURN OF THE PROXY WILL BE APPRECIATED.
PROXY STATEMENT
WEST UNIVERSITY FUND, INC.
Houston, Texas 77005 - (800) 465-5657
Enclosed herewith is notice of an Annual Meeting of Shareholders of
West University Fund (the "Fund") and a proxy form solicited by the
Board of Directors of the Fund. This proxy material was first
mailed to shareholders on September 30, 1998.
The proxy may be revoked at any time before it is exercised either
by mail notice to the Fund or through resubmittal at a later date.
In addition, any shareholder may vote in person at the meeting as
he/she chooses, overriding any previously filed proxies.
You are requested to place your instructions on the enclosed proxy
and then sign, date and return it. The cost of soliciting proxies
will be borne by your Fund.
There is one class of capital stock of the Fund, all of which have
equal voting rights. On September 28, 1998, the date of record,
there were 370,552 shares outstanding, held by shareholders
entitled to notice of and to vote at the meeting. In all matters
each share has one vote.
ELECTION OF DIRECTORS
There are three (3) nominees listed below who have consented to
serve as directors, if elected, until the next Annual Meeting of
Shareholders or until their successors are elected and qualified.
Nominees for Election of Directors of the West University Fund
Name, Age & Director # Shares % of
Fund Office Since Principal Occupation 09/28/98 Class
Richard P. Cancelmo, Jr. 1995 President 25,019 (1) 6.75
40 West University Fund, Inc.
* President Houston, Texas
J. Barry Kendrick 1995 Terminal Construction Manager 2,347 .63
37 Hanscomb, Inc.
Secretary Houston, Texas
J. Brinton Davis 1998 Senior Vice President 1,325 .36
38 Alliance Commercial Partners
Denver, Colorado
* Such persons are "interested persons" of the Corporation within
the meaning of Section 2(a)(19)(A) of the Investment Company
Act of 1940 because of their affiliation with the Corporation's
investment Adviser.
(1) Includes 2,278 shares held in custodianship for his daughter
Kate, 2,233 shares for son
Peter, and 20,509 shares held jointly with his wife Martha.
Shareholders have one vote for each share they own for each of
three directors of their choice. All proxies returned to the Fund,
except those specifically marked to withhold authority will be cast
for the nominees listed above. A majority of the votes cast, when
a quorum is present, will be required to elect each director.
BOARD MEETINGS AND COMMITTEES
There were six Board of Directors meetings since the last annual
meeting. All three directors attended all six meetings.
REMUNERATION OF DIRECTORS AND OFFICERS
The Corporation does not pay any fees to, or reimburse expenses of,
its Directors who are considered "interested persons" of the
Corporation. The Corporation has not paid any fees to or
reimbursed expenses of its two outside Directors. The Officers and
Directors of the Fund, as a group, own 28,691 shares or 7.74% of
the shares outstanding.
APPROVAL OR DISAPPROVAL OF INVESTMENT ADVISORY CONTRACT
The company has entered into an Investment Advisory Contract with
Cancelmo Capital Management, Inc., 3030 University Blvd., Houston,
Texas 77005. The Adviser, which is registered with the Securities
and Exchange Commission under the Investment Advisers Act of 1940,
manages the investment and reinvestment of the assets of the
company in accordance with the company's investment objective,
policies, and restrictions.
The terms of the Investment Advisory Contract provide that it shall
remain in force until October 22, 1997 and thereafter for
successive twelve-month periods computed from each January 1
provided that such continuance is specifically approved annually by
vote of a majority of the Corporation's outstanding voting
securities or by the Corporation's Board of Directors, and by a
majority of the Corporation's directors who are not parties to the
contract or interested persons of any such party, by vote cast in
person at a meeting called for the purpose of voting on such
approval. The Investment Advisory Contract for such period
commencing January 1, 1998 was so approved by the Board of
Directors and by the disinterested directors at such a meeting of
the Board of Directors held on October 22, 1997.
The Investment Advisory Contract provides that it is terminable on
60 days' written notice by vote of a majority of the Corporation's
outstanding shares or by vote of a majority of the Corporation's
entire Board of Directors, or by the Investment Adviser on 60 days'
written notice and automatically terminates in the event of its
assignment.
The fund agrees to pay the Adviser a fee of 1% per year on the net
assets of the Fund for the services provided by the Adviser. All
fees are computed daily on the closing net asset value of the Fund
and are payable monthly. The Investment Adviser will forego
sufficient fees in order to hold total expenses of the Fund to less
than 2% of the first $10,000,000.00 in average assets, 1.5% of the
next $20,000,000.00, and 1% of such assets over $30,000,000.00.
The Investment Adviser is obligated under the Investment Advisory
Contract to furnish office facilities and equipment, to provide
clerical, bookkeeping and administrative services for the Fund, to
provide shareholder and information services and to permit any of
its officers or employees to serve without compensation as
directors or officers of the fund if elected to such positions.
The Corporation is responsible and has assumed the obligation for
payment of all of its other expenses, including (a) brokerage and
commission expenses; (b) Federal, State, or local taxes, including
issue and transfer taxes, incurred by or levied on the Corporation;
(c) compensation of any of the Corporation's directors, officers or
employees who are not interested persons of the Investment Adviser
or its affiliates (other than by reason of being directors,
officers or employees of the Corporation); (d) charges and expenses
of the Corporation's custodian, transfer agent and registrar; (e)
costs of proxy solicitations; (f) legal and auditing expenses; and
(g) payment of all investment advisory fees.
RATIFICATION OR REJECTION OF SELECTION OF AUDITORS
Your Board of Directors has selected, subject to shareholder
approval, Simonton, Kutac, and Barnidge, L.L.P. to audit and
certify financial statements of the Fund for the year 1998. In
connection with the audit function, Simonton, Kutac, and Barnidge,
L.L.P. will review the Fund's Annual Report to Shareholders and the
Fund's filings with the Securities and Exchange Commission.
A representative of Simonton, Kutac, and Barnidge, L.L.P. will not
be present at the meeting unless requested by a shareholder (either
in writing or by telephone) in advance of the meeting. Such
requests should be directed to the secretary of the Fund.
BROKERAGE
The Fund requires all brokers to effect transactions in portfolio
securities in such a manner as to get prompt execution of the
orders at the most favorable price. Where consistent with best
price and execution, and in light of its limited resources, the
Fund will deal with primary market makers in placing over the
counter portfolio orders.
The Fund places all orders for purchase and sale of its portfolio
securities through its President who is answerable to the Board of
Directors. The President may select brokers who, in addition to
meeting the primary requirements of execution and price, have
furnished statistical or other factual information and services,
which, in the opinion of management, are helpful or necessary to
the Fund's normal operations. Those services may include economic
or industry studies, security analysis and reports, sales
literature and statistical services furnished either directly to
the Fund or to the Adviser. No effort is made in any given
circumstance to determine the value of these services or the amount
they might have reduced Adviser expenses.
Other than as set forth above, the Fund has no fixed policy,
formula, method or criteria which it uses in allocating brokerage
business to brokers furnishing these materials and services. In
its most recently completed 2nd quarter 1998, the Fund paid $23,210
in brokerage commissions. The Board of Directors evaluates and
reviews semiannually the reasonableness of brokerage commissions
paid.
SHAREHOLDER PROPOSALS
The Fund tentatively expects to hold its next annual meeting in
October 1999. Shareholder proposals may be presented at that
meeting provided they are received by the Fund not later than
January 4, 1999 in accordance with Rule 14a-8 under the Securities
& Exchange Act of 1934 which sets forth certain requirements.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented at
the meeting other than those mentioned above. Should other
business come before the meeting, the proxies will be voted in
accordance with the view of the Board of Directors.
PROXY - SOLICITED BY THE BOARD OF DIRECTORS
WEST UNIVERSITY FUND, INC. ANNUAL
MEETING OF SHAREHOLDERS October 22, 1998
The annual meeting of the WEST UNIVERSITY FUND, INC. will be held
October 22, 1998 at 3030 University Blvd. at 5:30 P.M. The
undersigned hereby appoints Richard P. Cancelmo, Jr. and/or J.
Barry Kendrick as proxies to represent and to vote all shares of
the undersigned at the annual meeting of shareholders and all
adjournments thereof, with all powers the undersigned would possess
if personally present, upon the matters specified below.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED: IF NO
DIRECTION IS INDICATED AS TO A PROPOSAL, THE PROXIES SHALL VOTE FOR
SUCH PROPOSAL. THE PROXIES MAY VOTE AT THEIR DISCRETION ON ANY
OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING.
The Board of Directors recommends that you vote FOR all items.
1. Election of Directors
For all nominees except as marked to the contrary
below.
WITHHOLD AUTHORITY to vote for all nominees.
To withhold authority to vote for nominees, strike a line through
his/their name(s).
Richard P. Cancelmo, Jr. J. Barry Kendrick J. Brinton Davis
2. Proposal to ratify the selection of Simonton, Kutak, and
Barnidge, L.L.P. by the Board of Directors as independent public
accountants to audit and certify financial statements of the Fund
for the fiscal year ending December 31, 1998.
FOR AGAINST ABSTAIN
3. Proposal to ratify for the Corporation's current fiscal year,
the Investment Advisory Contract between the Corporation and
Cancelmo Capital Management dated and approved by the Board of
Directors on October 25, 1995.
FOR AGAINST ABSTAIN
Please mark, date, sign and return the proxy promptly in the
enclosed envelope. For joint registrations, both parties should
sign.
Dated: 1998
Shareholder's Signature
Shareholder's Signature
