<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
PEREGRINE FUNDS
---------------
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 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:
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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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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PEREGRINE FUNDS
ASIA PACIFIC GROWTH FUND
99 PARK AVENUE, NEW YORK, NEW YORK 10016
(212) 687-5200 . TOLL FREE (800) 221-2220
___________________________________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 20, 1998
___________________________________________________
A SPECIAL MEETING OF SHAREHOLDERS OF PEREGRINE FUNDS (the "Trust"),
including its sole series, ASIA PACIFIC GROWTH FUND (the "Fund"), will be held
at the offices of the Trust, 8th Floor, 99 Park Avenue, New York, New York on
Friday, February 20, 1998 at 10:00 A.M., New York Time, for the following
purposes:
1. To consider and vote upon a Plan of Liquidation and Dissolution
pursuant to which the Trust's assets will be liquidated, known liabilities
satisfied and remaining proceeds distributed to shareholders; and
2. To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
Shareholders of record at the close of business on January 22, 1998 are
entitled to notice of, and to vote at the Special Meeting.
By order of the Board of Trustees,
THADDEUS LESZCZYNSKI,
Secretary
February 9, 1998
______________________________________________________________________
WHETHER YOU EXPECT TO ATTEND THE SPECIAL MEETING OR NOT,
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT PROMPTLY.
______________________________________________________________________
<PAGE>
PEREGRINE FUNDS
99 PARK AVENUE, NEW YORK, NEW YORK 10016
(212) 687-5200 TOLL FREE (800) 221-2220
___________________________________________________
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 20, 1998
___________________________________________________
This Proxy Statement is furnished to shareholders of Peregrine Funds (the
"Trust"), consisting of one series, the Asia Pacific Growth Fund (the "Fund"),
in connection with the solicitation by the Trust's Board of Trustees of proxies
to be used at a Special Meeting of Shareholders of the Trust (the "Special
Meeting") to be held at the offices of the Trust, 99 Park Avenue, 8th floor, New
York, New York on Friday, February 20, 1998 at 10 o'clock A.M., New York Time,
for the purposes set forth in the accompanying Notice of Special Meeting of
Shareholders. The enclosed proxy can be revoked by notice in writing to the
Trust at any time before it is exercised or by voting in person at the Special
Meeting. The cost of soliciting proxies will be borne by Van Eck Associates
Corporation, the Fund's administrator (the "Administrator"). In addition to
solicitation by mail, some of the officers of the Trust and employees of
Peregrine Asset Management (Hong Kong) Limited, the Fund's investment adviser
(the "Adviser") and/or the Administrator, without extra remuneration, may
conduct additional solicitation by telephone, telegraph and personal interview.
This proxy soliciting material is being mailed to shareholders on or about
February 10, 1998.
Only shareholders of record at the close of business on January 22, 1998 are
entitled to notice of, and to vote at, the Special Meeting and at any
adjournment(s) thereof.
Each proxy will be voted in accordance with the shareholder's instruction with
respect to the proposal to approve a Plan of Liquidation and Dissolution
pursuant to which the Trust's assets will be liquidated, known liabilities
satisfied and the remaining proceeds distributed to shareholders (the "Plan").
If a signed proxy is returned with no instruction indicated, the proxy will be
voted FOR approval of the Plan. In the event there are not sufficient votes to
approve the proposal at the time of the Special Meeting, the Special Meeting may
be adjourned to permit further solicitations of proxies by the Trust. If the
Trust proposes to adjourn the Special Meeting by a vote of the shareholders, the
persons named in the enclosed proxy card will vote all shares for which they
have voting authority in favor of such adjournment.
As of January 22, 1998, there were outstanding 1,896,404.821 shares of
beneficial interest of the Fund. Each full share is entitled to one full vote
and each fractional share is entitled to a proportionate share of one vote. As
of such date, the following persons were known to the Trust to own of record or
beneficially more than 5% of the outstanding shares of the Fund:
Peregrine Nominees Ltd. 1,642,400.365 shares
Attn: Peter Wong or 86.61%
1704 New World Tower, 16th Floor
16-18 Queens Road Central
Hong Kong
Thomas C. Theobald 141,598.940 shares
222 W. Adam Street, Ste. 3300 or 7.57%
Chicago, IL 60606
1
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Peregrine Nominees Ltd. is an affiliate of the Adviser. The Adviser's parent
company, Peregrine Investments Holdings (Hong Kong) Limited, is in the process
of being liquidated. It is management's understanding that the liquidation
trustee intends to vote the shares owned beneficially by Peregrine Nominees Ltd,
in favor of the Plan.
Mr. Theobald is a Trustee of the Trust. Officers and other Trustees of the
Trust as a group owned approximately 1.7% of the outstanding shares of the Fund
as of January 22, 1998.
A proxy that is properly executed by a client and returned to his or her
broker, which holds Fund shares for the client in its own name, and that is
accompanied by the client's instructions to withhold authority to vote with
respect to the liquidation proposal, represents a broker "non-vote" (that is, a
proxy from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
on the particular matter with respect to which the broker or nominee does not
have discretionary power). The shares represented thereby will be considered not
to be present at the Special Meeting for purposes of determining the existence
of a quorum for the transaction of business, for that proposal and will be
deemed not cast with respect to such proposal. Also, a properly executed and
returned proxy marked with an abstention will be considered present at the
Meeting for purposes of determining the existence of a quorum for the
transaction of business. However, abstentions and broker "non-votes" have the
effect of a negative vote on matters which require approval by a requisite
percentage of the outstanding shares.
PROPOSAL NO.1
APPROVAL OF THE PLAN
The Fund, which began operations on January 2, 1996, seeks long-term capital
appreciation by investing in securities of companies that are expected to
benefit from the development and growth of the economies in Asia and the Pacific
basin. The "Asia Pacific" region countries for these purposes are Australia,
Bangladesh, Brunei, Cambodia, Hong Kong, India, Indonesia, Republic of Korea,
Laos, Malaysia, Myanmar (formerly, Burma), Nepal, New Zealand, Pakistan, Papua
New Guinea, the People's Republic of China ("China"), the Philippines,
Singapore, Sri Lanka, Taiwan, Thailand and Vietnam, or such other countries in
the region as may be determined from time to time.
The Board of Trustees of the Trust, at a meeting held on January 20, 1998,
decided that it would be in the best interests of the Fund and its shareholders
to liquidate the Trust at this time and distribute the proceeds to shareholders.
It had come to the Board's attention that a number of larger shareholders and
institutional clients have indicated that they intend to redeem their
investments in the Fund. As a result, the Board of Trustees determined that,
given this fact and other circumstances, the Fund could not continue to operate
with a competitive expense ratio.
Pursuant to the Plan, as soon as practicable following shareholder approval,
which is currently expected to occur on or about February 20, 1998 (the
"Distribution Date"), the Trust will redeem the shares held in the Asia Pacific
Growth Fund, satisfy the Trust's known obligations and distribute the
Liquidation Value (as hereafter defined) to shareholders. Promptly thereafter,
the officers of the Trust will take all necessary and appropriate action to
effect a complete statutory dissolution of the Trust. The Trust anticipates the
Liquidation Value will be paid in cash. A copy of the Plan is attached as
Exhibit A.
2
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In order to protect shareholders from market fluctuations during the liquidation
process, nearly all Fund assets have been sold in an orderly manner and are
being held in cash. After payment of expenses, the cash and any other assets
will be distributed to shareholders as soon as practicable. The Adviser has
agreed to absorb the unamortized organizational expenses of the Trust
outstanding on the Distribution Date. The Fund is absorbing the expenses
associated with effecting the transactions contemplated by the Plan, which are
estimated to be approximately $56,500.
Each share of the Fund will entitle the holder to receive cash or other assets
equal to the per share net asset value of the Fund at the time of liquidation.
For tax purposes, upon distribution of the Liquidation Value, shareholders will
recognize a taxable gain or loss equal to the difference between (i) the amount
of the Liquidation Value and (ii) the shareholder's adjusted tax basis in shares
of the Fund. Such gain or loss will be treated as a long-term or short-term
capital gain or loss depending upon the period of time the shares were held by
the shareholder prior to liquidation. Under federal tax laws, distributions on
shares held for more than one year will result in a long-term capital gain or
loss and distributions on shares held for one year or less will result in a
short-term capital gain or loss. All shareholders are urged to seek independent
advice regarding the possible federal, state, local and/or foreign income tax
consequences of the proposed liquidation as applied to the shareholder's own
circumstances.
A shareholder holding Fund shares as part of a retirement account should
complete a transfer of assets to another retirement plan in advance of the
liquidation (or within 60 days thereafter) to avoid possible IRS penalties for
premature distribution.
The Liquidation Value will be determined in the same manner as the Fund's net
asset value is determined on a daily basis. "Liquidation Value" means, as of the
Distribution Date, the aggregate value of all assets of the Fund, less the sum
of the aggregate amount of all liabilities of the Fund, divided by the total
number of issued and outstanding shares of the Fund.
Shareholders may redeem their shares at net asset value on any business day
prior to the Distribution Date. Shareholders are directed to the section
"Purchase and Sale of Shares" in the Fund's prospectus for more information on
redemptions. No shareholder will have any dissenter's rights or right of
appraisal with the liquidation and dissolution of the Trust.
REQUIRED VOTE
Approval of the Plan is to be determined by the vote of a majority of the
outstanding shares of the Fund which means an affirmative vote of the lesser of
(1) 67% or more of the shares of the Fund present at the Special Meeting if,
holders of more than 50% of the outstanding shares of the Fund are present or
represented by proxy; or (2) more than 50% of the outstanding voting shares of
the Fund.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THIS PROPOSAL.
OTHER MATTERS TO COME BEFORE THE MEETING
The Trustees do not intend to present any other business at the Special Meeting,
nor are they aware that any shareholder intends to do so. If, however, any
other matters are properly brought before the Special Meeting, the persons named
in the accompanying form of proxy will vote thereon in accordance with their
judgment.
WHETHER OR NOT YOU PLAN TO ATTEND, IT WOULD BE APPRECIATED IF YOU WOULD FILL IN,
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS NECESSARY IF IT IS MAILED IN THE CONTINENTAL UNITED
STATES.
3
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EXHIBIT A
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PLAN OF LIQUIDATION AND DISSOLUTION
PLAN OF LIQUIDATION AND DISSOLUTION dated as of January 20, 1998 adopted by
Peregrine Funds, a Delaware business trust (the "Trust"), which consists of one
series, the Asia Pacific Growth Fund (the "Fund").
W I T N E S S E T H:
-------------------
WHEREAS, the Trust is an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, this Plan is intended to be and is adopted as a plan of complete
liquidation and dissolution, pursuant to which all of the assets of the Trust
shall be liquidated at such prices and on such terms and conditions as the
officers of the Trust, in consultation with the Fund's investment adviser and/or
administrator, shall determine to be reasonable and in the best interests of the
Trust and its shareholders, all as hereinafter set forth in this Plan; and
WHEREAS, the Trustee of the Trust, including a majority of the Trustees who are
not interested persons, have determined that the liquidation and dissolution of
the Trust as contemplated by this Plan is in the best interests of the Trust.
NOW, THEREFORE, the Trustees hereby declare the following Plan:
1. AUTHORIZATION OF TRUSTEES AND OFFICERS. The Board of Trustees and officers
--------------------------------------
of the Trust are hereby authorized and directed to wind up the affairs of the
Trust, subject to the requirements of Section 10 of this Plan.
2. LIQUIDATION OF ASSETS. The assets of the Trust shall be liquidated at such
---------------------
prices and on such terms and conditions as the officers of the Trust, in
consultation with the Fund's investment adviser, shall determine to be
reasonable and in the best interests of the Trust and its shareholders.
3. INVESTMENTS PENDING LIQUIDATION. To the extent feasible, the Fund shall
-------------------------------
take a defensive position pending liquidation with a view to facilitating an
orderly liquidation of the Fund's portfolio.
4. EXPENSES. Peregrine Asset Management (Hong Kong) Limited ("PAM")
--------
will bear unamortized organizational expenses of the Fund outstanding on
the Distribution Date. The Fund will bear all expenses of the Trust associated
with effecting the transactions contemplated by this Plan except the costs
involved in disposing of the Fund's portfolio securities.
5. SALES OF SHARES. The Fund shall accept no orders for shares from any new
---------------
investor, nor shall the Fund sell additional shares to any existing shareholder,
except as a result of dividends and capital gain distributions paid in
additional shares to shareholders of record in the manner set forth in the
Fund's current prospectus.
6. LIQUIDATION. Subject to the requirements of Section 10 of this Plan, as
-----------
soon as practicable after the consummation of the sale or distribution of the
Fund's portfolio securities and the payment of all the Trust's known liabilities
and obligations, the officers of the Trust shall determine the Liquidation Value
(as such term is hereinafter defined) of the Trust's shares (the date of such
determination shall be
A-1
<PAGE>
referred to herein as the "Distribution Date"). The Liquidation Value shall be
determined in the same manner as the Fund's net asset value is determined on a
daily basis. Accordingly, the term "Liquidation Value" means, as of the
Distribution Date, (i) the aggregate value of all of the assets of the Trust,
less (ii) the sum of the aggregate amount of all of the liabilities of the
Trust, divided by (iii) the total number of issued and outstanding shares of the
Trust. The Board of Trustees may, if appropriate, authorize the establishment of
a reserve to meet any contingent liabilities of the Trust, which amount, if any,
shall be deducted pro rata from the Liquidation Value.
7. LIQUIDATING FUND. In the event the Trust is unable to distribute all its
-----------------
assets pursuant to the Plan because of its inability to locate shareholders to
whom Liquidation Distributions will be sent, the Trust may create, at the
expense of such shareholders, a liquidating fund with a financial institution
and deposit therein any remaining assets of the Trust for the benefit of the
shareholders that cannot be located.
8. DISSOLUTION. As soon as practicable after the distribution of all of the
-----------
Trust's assets in complete liquidation, the officers of the Trust will close the
books of the Trust and prepare and file, in a timely manner, any and all
required income tax returns and other documents and instruments and file or
cause to be filed, with the Secretary of State of Delaware and any other
appropriate governmental authorities, any and all documents and instruments
necessary to effect a complete statutory dissolution of the Trust. As soon as
practicable after the complete statutory dissolution of the Trust, the officers
of the Trust will file or cause to be filed with the Securities and Exchange
Commission and any state in which the Fund's shares were sold, any and all
documents and instruments necessary to terminate the registration of the Trust
and its business and affairs by the Securities and Exchange Commission and any
such state. Thereafter, the Trust will cease to exist and no shareholder will
have any interest whatsoever in the Trust.
9. DISSENTERS' RIGHTS. No shareholder shall have any dissenters' right or
------------------
right of appraisal in connection with the liquidation and dissolution of the
Trust.
10. SHAREHOLDER APPROVAL. Approval of this Plan is to be determined by the
--------------------
vote of a majority of the outstanding shares of the Trust, which means an
affirmative vote of the lesser of (i) a majority of the outstanding shares of
the Fund, or (2) 67% or more of the shares of the Fund represented at this
meeting if more than 50% of the outstanding shares of the Fund are present or
represented by proxy.
IN WITNESS WHEREOF, the Trustee have caused this Plan to be executed as of the
date first set forth above by their duly authorized representatives.
PEREGRINE FUNDS
Attest:
/s/ Thaddeus Leszczynski /s/ Gary Greenberg
- ----------------------------------- -----------------------------
Thaddeus Leszczynski, Secretary Gary Greenberg, President
A-2
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PROXY CARD PROXY CARD
PEREGRINE FUNDS
ASIA PACIFIC GROWTH FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 20, 1998
The undersigned shareholder of ASIA PACIFIC GROWTH FUND (the "Fund"), the sole
series of PEREGRINE FUNDS (the "Trust"), having received Notice of the Special
Meeting of Shareholders of the Trust to be held on Friday, February 13, 1998 and
the Proxy Statement accompanying such Notice, hereby constitutes and appoints
Barbara Allen and Susan Min and each of them, true and lawful attorneys or
attorney for the undersigned, with several powers of substitution, for and in
the name, place and stead of the undersigned, to attend and vote all shares of
the Trust which the undersigned would be entitled to vote at the Meeting to be
held at 99 Park Avenue, 8th Floor, New York, on Friday, February 20, 1998, at
10:00 A.M., New York Time, and at any and all adjournments thereof, with all
powers the undersigned would possess if personally present.
Dated: _____________________, 1998
________________________________
Signature of Shareholder
________________________________
Signature of Co-Owner
For joint accounts, all co-owners must
sign.Executors, administrators,
trustees, etc. should so indicate when
signing.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE PROPOSAL.
---
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED BELOW
OR FOR THE PROPOSAL IF NO CHOICE IS INDICATED.
---
PROPOSAL
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1. To approve a Plan of Liquidation and Dissolution pursuant to which the
Trust's assets will be liquidated, known liabilities satisfied and
remaining proceeds distributed to shareholders.
FOR _________ AGAINST _________ ABSTAIN _________
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PROXY CARD
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PLEASE MARK YOUR PROXY, DATE AND SIGN IT AND RETURN IT PROMPTLY IN THE
ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
