The PRAGMA Providence Fund_________________________________
24-Hour NAV Updates Shareholder Services Investment Adviser
(800)852-4052 MGF Service Corp. PRAGMA, Inc.
312 Walnut Street, 21st Floor 7150 Greenville Ave, Suite 101
Cincinnati, Ohio 45202-3874 Dallas, Texas 75231
(800)738-2065 Telephone (214)373-3585
Fax (214)987-1728
E-mail [email protected]
June 5, 1997
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders
of the PRAGMA Investment Trust to be held on Thursday, July 17, 1997 at 12:00
noon, Eastern time, at the offices of Countrywide Fund Services, Inc., 312
Walnut Street, 21st Floor, Cincinnati, Ohio 45202.
The Investment Company Act of 1940 generally requires that two-thirds
of an investment company's board members be elected by shareholders. Due to the
recent expansion of the Board of Trustees from seven to eight members and the
nomination of an individual to fill the vacancy created by such expansion, you
are being asked to elect a new slate of trustees. You are also being asked to
vote on the selection of Arthur Andersen LLP as the Trust's independent public
accountants for the current fiscal year.
The Board of Trustees has given full and careful consideration to each
of these matters and has concluded that the proposals are in the best interests
of the Trust and its shareholders. The Board of Trustees therefore recommends
that you vote "FOR" the election of trustees and "FOR" the selection of Arthur
Andersen LLP.
Regardless of the number of shares you own, it is important that they
are represented and voted. If you cannot personally attend the special
shareholders' meeting, we would appreciate you promptly voting, signing and
returning the enclosed proxy in the postage paid envelope provided.
Very truly yours,
/s/Tina D. Hosking
Tina D. Hosking
Secretary
<PAGE>
PRAGMA INVESTMENT TRUST
SPECIAL MEETING OF SHAREHOLDERS
JULY 17, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints John F. Splain and Tina D. Hosking, and each of
them, as Proxies with power of substitution and hereby authorizes each of them
to represent and to vote as provided on the reverse side, all shares of
beneficial interest of PRAGMA Investment Trust which the undersigned is entitled
to vote at the special meeting of shareholders to be held on July 17, 1997 or at
any adjournment thereof.
The undersigned acknowledges receipt of the Notice of Special Meeting and Proxy
Statement dated June 5, 1997.
Date: ________________________
NOTE: Please sign exactly as your
name appears on this proxy. If
signing for an estate, trust or
corporation, title or capacity
should be stated. If the shares
are held jointly, both signers
should sign, although the
signature of one will bind the
other.
Signature(s) PLEASE SIGN ABOVE.
<PAGE>
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX BELOW, AS SHOWN,
USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS DESCRIBED
HEREIN.
1. Authority to vote for the election of all nominees for trustee as listed
below (except as marked to the contrary below).
FOR WITHHOLD
[ ] [ ]
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE
THAT NOMINEE'S NAME ON THE LINE BELOW.
J. Alban, Jr., J. Alban III, T. Hager, W. Hutton, J. Lamb, W. Snyder, J. Thomas,
J. Tappan.
2. With respect to the ratification of the selection of Arthur Andersen LLP as
the Trust's independent public accountants for the current fiscal year.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE SIDE, AND RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES
<PAGE>
PRAGMA INVESTMENT TRUST
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 17, 1997
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NOTICE IS HEREBY GIVEN that a special meeting of shareholders of PRAGMA
Investment Trust will be held at the offices of Countrywide Fund Services, Inc.
at 312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202 on Thursday, July 17,
1997 at 12:00 noon, Eastern time, to consider and vote on the following matters:
1. To elect eight trustees, each to serve until his successor
is duly elected and shall qualify;
2. To ratify or reject the selection of Arthur Andersen LLP as
the Trust's independent public accountants for the current
fiscal year; and
3. To transact any other business, not currently contemplated,
that may properly come before the meeting in the discretion
of the proxies or their substitutes.
Shareholders of record at the close of business on May 19, 1997, are
entitled to notice of and to vote at this meeting or any adjournment thereof.
By Order of the Board of Trustees,
/s/ Tina D. Hosking
Tina D. Hosking
June 5, 1997 Secretary
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Please execute the enclosed proxy and return it promptly in the enclosed
envelope, thus avoiding unnecessary expense and delay. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. The proxy is revocable and will not affect your
right to vote in person if you attend the meeting.
<PAGE>
PRAGMA INVESTMENT TRUST
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 17, 1997
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PROXY STATEMENT
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This proxy statement is furnished in connection with the solicitation
by the Board of Trustees of PRAGMA Investment Trust (the "Trust") of proxies for
use at the special meeting of shareholders or at any adjournment thereof. The
proxy statement and form of proxy were first mailed to shareholders on or about
June 5, 1997.
The purpose of the meeting is the election of eight individuals to the
Board of Trustees in accordance with the requirements of the Investment Company
Act of 1940 (the "1940 Act"). Shareholders are also being asked to ratify the
selection of Arthur Andersen LLP as the Trust's independent public accountants.
A proxy, if properly executed, duly returned and not revoked, will be
voted in accordance with the specifications thereon. A proxy which is properly
executed which has no voting instructions to a proposal will be voted for that
proposal. A shareholder may revoke a proxy at any time prior to use by filing
with the Secretary of the Trust an instrument revoking the proxy, by submitting
a proxy bearing a later date, or by attending and voting at the meeting.
The cost of the solicitation, including the printing and mailing of the
proxy materials, will be borne by the Trust's investment adviser, PRAGMA, Inc.
(the "Adviser"). In addition to solicitation through the mails, proxies may be
solicited by officers, employees and agents of the Trust, at the expense of the
Adviser without cost to the Trust. Such solicitation may be by telephone,
facsimile or otherwise. The Adviser will reimburse brokers, custodians, nominees
and fiduciaries for the reasonable expenses incurred by them in connection with
forwarding solicitation materials to the beneficial owners of shares held of
record by such persons.
ANNUAL REPORTS FOR THE FISCAL YEAR ENDED MARCH 31, 1997 ARE AVAILABLE
AT NO CHARGE BY WRITING TO THE TRUST AT P.O. BOX 5354, CINCINNATI, OHIO
45201-5354, OR BY CALLING THE TRUST NATIONWIDE (TOLL-FREE) 800-738-2065.
<PAGE>
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Trustees has fixed the close of business on May 19, 1997
(the "Record Date") as the record date for the determination of shareholders
entitled to notice of and to vote at the special meeting of shareholders or any
adjournment thereof. On the Record Date, there were 411,421.444 shares of
beneficial interest, no par value, of the Trust outstanding. All full shares of
the Trust are entitled to one vote, with proportionate voting for fractional
shares.
On the Record Date, G&T Co. Southwest Securities, Inc. Profit Sharing
Plan, FBO William Felder, 1201 Elm Street, Suite 3500, Dallas, Texas 75270,
owned of record 30,000.002 or 7.3% of the outstanding shares of the Trust; Texas
Retina Associates Profit Sharing Trust, 7150 Greenville Avenue, Suite 400,
Dallas Texas, 75231, owned of record 31,082.860 or 7.6% of the outstanding
shares of the Trust; and Joyce T. Alban, 4224 Belclaire Avenue, Dallas, Texas
75225, owned of record 26,018.080 or 6.3% of the outstanding shares of the
Trust. No other person owned of record and, according to information available
to the Trust, no other person owned beneficially 5% or more of the Trust's
outstanding shares on the Record Date (other than certain members of the Board
of Trustees as disclosed on the following page).
If a quorum (more than 50% of the outstanding shares of the Trust) is
represented at the meeting, the vote of a plurality of the Trust's shares
represented at the meeting is required for the election of trustees (Item I).
The vote of a simple majority of the shares voted is required for the
ratification of the selection of Arthur Andersen LLP as the Trust's independent
public accountants (Item II). If a quorum is present at the meeting but
sufficient votes to approve any matter are not received, the persons named as
proxies may propose one or more adjournments of the meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those shares represented at the meeting in person or by proxy.
A shareholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate. Abstentions and "broker non-votes" are counted
for purposes of determining whether a quorum is present but do not represent
votes cast with respect to a proposal. "Broker non-votes" are shares held by a
broker or nominee for which an executed proxy is received by the Trust, but are
not voted as to one or more proposals because instructions have not been
received from the beneficial owners or persons entitled to vote and the broker
or nominee does not have discretionary voting power.
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<PAGE>
The trustees of the Trust intend to vote all their shares in favor of
the proposals described herein. On the Record Date, all Trustees and Officers as
a group owned of record or beneficially 46.7% of the outstanding shares of the
Trust.
I. ELECTION OF TRUSTEES
Eight nominees are to be elected, each to serve until his successor is duly
elected and shall qualify. The current trustees reserve the right to substitute
another person or persons of their choice as nominee or nominees if a nominee is
unable to serve as a trustee at the time of the meeting for any reason. Nothing,
however, indicates that such a situation will arise. The following table sets
forth certain information regarding each nominee for election as a trustee by
shareholders. John H. Alban, Jr. is the father of John H. Alban III.
Name and Principal Amount of
Occupation During Beneficial Compensation
the Past Five Years Ownership During the
and Directorships of Trustee of Shares of Fiscal Year Ended
Public Companies Age Since the Trust(1) March 31, 1997
- -------------------- --- ------- ------------- --------------
*JOHN H. ALBAN, JR. 62 1996 100,060.120 None
Chairman of PRAGMA, shares or
Inc. (the investment 24.3%
adviser to the Trust)
*JOHN H. ALBAN III 33 1996 27,280.892 None
President of PRAGMA, shares or
Inc. 6.6%
TED C. HAGER 62 1996 ** None
President of Hager
Containers, Inc.
(a manufacturer of
shipping containers).
DR. WILLIAM L. HUTTON 56 1996 15,062.228 None
Physician/Vice shares or
President of Texas 3.7%
Retina Associates.
He also is Chief
Executive Officer
of Medsynergies,
Inc. and President
of Quality Vision
Network.
DR. WILLIAM B. SNYDER 65 1996 39,628.179 None
Physician/Partner shares or
of Texas Retina 9.6%
Associates.
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<PAGE>
Name and Principal Amount of
Occupation During Beneficial Compensation
the Past Five Years Ownership During the
and Directorships of Trustee of Shares of Fiscal Year Ended
Public Companies Age Since the Trust(1) March 31, 1997
- -------------------- --- ------- ------------- --------------
JAMES C. TAPPAN 61 1996 8,954.669 None
Chairman of Milnot shares or
Company ( a food 2.2%
manufacturing
company). He is
also President of
Tappan Capital
Partners (an equity
investment partnership)
and a Director of
Columbia Mutual Life
(an insurance company)
and A.T. Cross (a
writing instruments
company). He formerly
was Chairman of Bentley
Mills (a fine carpet
company).
JOHN ROBERT THOMAS 32 1996 ** None
Vice President -
Development of
Medsynergies, Inc.
He formerly was Vice
President - Healthcare
of Bank One Texas, N.A.
and Assistant Vice
President - Corporate
of Texas Commerce Bank.
JOHN B. LAMB 35 Nominee ** None
Senior Vice President -
Loan Officer of
NationsBank of Texas, N.A.
(1) Voting and investment power as of May 19, 1997.
* John H. Alban, Jr. and John H. Alban III, as affiliated persons
of PRAGMA, Inc., the Trust's investment adviser, are "interested
persons" of the Trust within the meaning of Section 2(a)(19) of
the 1940 Act. Mr. Alban, Jr. and Mr. Alban III may directly or
indirectly receive benefits from the advisory fees paid to
PRAGMA, Inc. as a result of such affiliation.
** Ted C. Hager, John Robert Thomas and John B. Lamb each own of
record or beneficially less than 1% of the outstanding shares of
the Trust.
- 4 -
<PAGE>
All nominees have consented to being named in this proxy statement and
have agreed to serve if elected.
The Trust has an Audit Committee currently consisting of Mr. Hager, Dr.
Hutton, Dr. Snyder, Mr. Thomas and Mr. Tappan, its Chairman. If all of the
nominees to serve on the Board are elected by shareholders, it is anticipated
that Mr. Lamb will be added as a sixth member of the Audit Committee. The Audit
Committee makes recommendations to the Board of Trustees concerning the
selection of the Trust's independent public accountants, reviews with such
accountants the scope and results of the Trust's annual audit and considers any
comments which the accountants may have regarding the Trust's financial
statements or books of account.
During the fiscal year ended March 31, 1997, the Board of Trustees held
four meetings and the Audit Committee held one meeting. During such fiscal year,
each trustee attended at least 75% of the aggregate of (i) the total number of
meetings of the Board of Trustees (held during the period during which he has
been a trustee) and (ii) the total number of meetings held by the committee of
the Board of Trustees on which he served.
EXECUTIVE OFFICERS. The Trust's executive officers are set forth below.
The business address of Robert G. Dorsey, Mark J. Seger and Tina D. Hosking is
312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202.
Name and Principal Occupation Officer Position with
During the Past Five Years Age Since the Trust
- ----------------------------- --- ------- -------------
JOHN H. ALBAN, JR. 62 1996 Chairman
(see page 3)
JOHN H. ALBAN, III 33 1996 President
(see page 3)
ROBERT G. DORSEY 40 1996 Vice President
President and Treasurer
of Countrywide Fund
Services, Inc. (a
registered transfer
agent) and Treasurer of
Countrywide Investments,
Inc. (a registered
broker-dealer and
investment adviser) and
Countrywide Financial
Services, Inc. (a
financial services
company and parent of
Countrywide Fund Services,
Inc. and Countrywide
Investments, Inc.).
- 5 -
<PAGE>
Name and Principal Occupation Officer Position with
During the Past Five Years Age Since the Trust
- ----------------------------- --- ------- -------------
ROBERT G. DORSEY (cont.)
He is also Vice President
of Brundage, Story and Rose
Investment Trust, Markman
MultiFund Trust, Capitol Square
Funds, Dean Family of Funds,
The New York State Opportunity
Funds and Maplewood Investment
Trust and Assistant Vice President
of Interactive Investments, Fremont
Mutual Funds, Inc., Schwartz
Investment Trust, The Tuscarora
nvestment Trust, Williamsburg
Investment Trust and The Gannett
Welsh & Kotler Funds (all of which
are registered investment companies).
TINA D. HOSKING 28 1996 Secretary
Assistant Vice President
and Counsel of Countrywide
Fund Services, Inc. She is
also Secretary of Capitol
Square Funds, The New York
State Opportunity Funds and
Dean Family of Funds, and
Assistant Secretary of The
Gannett Welsh & Kotler Funds
MARK J. SEGER 35 1996 Treasurer
Vice President and Fund
Controller of Countrywide
Fund Services, Inc. He is
also Treasurer of Countrywide
Investment Trust, Countrywide
Tax-Free Trust, Countrywide
Strategic Trust, Williamsburg
Investment Trust, Markman
MultiFund Trust, Brundage, Story
and Rose Investment Trust,
Maplewood Investment Trust, a
series company, The Thermo
Opportunity Fund, Inc., The New
York State Opportunity Funds, Dean
Family of Funds and Capitol Square
Funds, Assistant Treasurer of
Schwartz Investment Trust, The
Tuscarora Investment Trust, The
Gannett Welsh & Kotler Funds and
Interactive Investments and
Assistant Secretary of Fremont
Mutual Funds, Inc.
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<PAGE>
II. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has been selected as the Trust's independent public
accountants for the current fiscal year by the Board of Trustees, including a
majority of the trustees who are not interested persons of the Trust as defined
by the 1940 Act. The employment of Arthur Andersen LLP is conditional upon the
right of the Trust, by a vote of a majority of its outstanding shares, to
terminate the employment without any penalties.
Arthur Andersen LLP has acted as the Trust's independent public
accountants since its inception in 1996. If the Fund's shareholders do not
ratify the selection of Arthur Andersen LLP, other certified public accountants
will be considered for selection by the Board of Trustees.
Representatives of Arthur Andersen LLP are not expected to be present
at the meeting, although they will have an opportunity to attend and to make a
statement, if they desire to do so. If representatives of Arthur Andersen LLP
are present, they will be available to respond to appropriate questions from
shareholders.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS RATIFY THE SELECTION OF
ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.
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<PAGE>
III. OTHER BUSINESS
The proxy holders have no present intention of bringing any matter
before the meeting other than that specifically referred to above or matters in
connection with or for the purpose of effecting the same. Neither the proxy
holders nor the Board of Trustees are aware of any matters which may be
presented by others. If any other business shall properly come before the
meeting, the proxy holders intend to vote thereon in accordance with their best
judgment.
Any shareholder proposal intended to be presented at the next
shareholder meeting must be received by the Trust for inclusion in its proxy
statement and form of proxy relating to such meeting at a reasonable time before
the solicitation of proxies for the meeting is made.
By Order of the Board of Trustees
/s/ Tina D. Hosking
Tina D. Hosking
Secretary
Date: June 5, 1997
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Please complete, date and sign the enclosed proxy and return it promptly in the
enclosed reply envelope. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
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