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
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
THE INDUSTRY LEADERS FUND(R)
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(Name of Registrant as Specified In Its Charter)
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(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 Rule
14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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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THE INDUSTRY LEADERS FUND(R)
104 Summit Ave Box 80, Summit New Jersey 07902-0080
July 19, 1999
To the Shareholders of The Industry Leaders Fund:
The accompanying Notice of Special Meeting of Shareholders of The
Industry Leaders Fund(R) (the "Fund") presents to the Shareholders of the Fund a
proposal to provide greater efficiency in managing the Fund's portfolio
transaction costs. Currently, the Fund has a fundamental restriction which
prohibits the Fund from holding more than 2.25% of its assets in any one
portfolio security. To facilitate the purchase and sale of securities in round
lots of 100 shares under cost efficient transaction conditions, the Fund would
like to raise this fundamental restriction limit to permit up to 2.75% of the
Fund assets to be held in any one security.
The foregoing proposal was recommended by Claremont Investment Partners
LLC, the Fund's Adviser, to allow the Fund to track the Adviser's Industry
Leaders Strategy Model(TM) with more accuracy, and to provide a more
economically efficient way of trading securities. As discussed below, your Board
of Directors recommends that you vote to approve the proposal.
We welcome your attendance at the Special Meeting of Shareholders. If
you are unable to attend, please sign, date and return the enclosed proxy card
promptly in order to spare additional proxy solicitation expense.
Sincerely,
/s/ Mark S. Kaufmann
Mark S. Kaufmann
Chairman of the Board of Trustees
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THE INDUSTRY LEADERS FUND(R)
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104 Summit Ave Box 80
Summit, New Jersey 07902
908-273-5440
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
July 29, 1999
To the Shareholders of The Industry Leaders Fund.
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of The Industry Leaders Fund(R) (the Fund") will be held at the
offices of Sithe Energies, 450 Lexington Avenue, 37rd Floor, New York, New York
10017, Thursday, July 29, 1999 at 11:30 a.m., for the following purpose, which
is more fully described in the accompanying Proxy Statement dated July 19, 1999:
1. To approve a proposal to increase the Fund's fundamental restriction
on the maximum percentage of assets which it may invest in any one issuer from
2.25% to 2.75%. This proposal involves a change in the Fund's fundamental
investment restrictions.
The Board of Directors has fixed the close of business on July 19, 1999
as the record date for the determination of Shareholders entitled to notice of,
and to vote at, the Meeting or any adjournment thereof. The enclosed proxy is
being solicited on behalf of the Board of Directors.
By order of the Board of Directors,
/s/ Travis Gering
Travis Gering
Acting Secretary
New York, New York
July 19, 1999
THE BOARD OF DIRECTORS OF THE FUND RECOMMEND APPROVAL OF THE
PROPOSAL.
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YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed
Proxy Card, sign and date it, and return it in the envelope
provided, which needs no postage if mailed in the United States.
In order to save any additional expense of further solicitation, please mail
your proxy promptly.
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<PAGE>
PROXY STATEMENT
The Industry Leaders Fund(R)
104 Summit Ave Box 80, Summit, NJ 07902-0080
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SPECIAL MEETING OF SHAREHOLDERS
July 29, 1999
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INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of The Industry Leaders Fund(R) a
Delaware Trust (the "Fund"), to be voted at a Special Meeting of Shareholders of
the Fund to be held at the offices of Sithe Energies, 450 Lexington Avenue, 37th
Floor, New York, New York 10017, Thursday July 29, 1999 at 11:30 a.m. (the
"Meeting"). The solicitation will be by mail and the cost will be borne by the
Fund. The Notice of Meeting, Proxy Statement and Proxy Card are being mailed to
Shareholders after the close of business on July 19, 1999.
The Board of Directors has fixed the close of business on July 19, 1998
as the record date for the determination of Shareholders entitled to notice of,
and to vote at, the Meeting and at any adjournment thereof. The outstanding
voting shares of the Fund as of that date consisted of a total of ______________
Class D Shares, and a total of ______________ Class I Shares, each such Class D
and Class I share being entitled to one vote. All properly executed proxies
received prior to the Meeting will be voted at the Meeting in accordance with
the instructions marked thereon or otherwise provided therein. With respect to
Proposal One, the adoption of which requires the affirmative vote of a specified
proportion of the total Fund shares outstanding, an abstention or broker
non-vote will be considered present for purposes of determining the existence of
a quorum but will have the effect of a vote against the proposal. Proposal One
is a matter with respect to which brokers and nominees do not have discretionary
power to vote. Any stockholder may revoke that stockholder's proxy at any time
prior to exercise thereof by giving written notice to the Secretary of the Fund
at 104 Summit Ave Box 80, Summit NJ 07902-0080 by signing another proxy of a
later date or by personally voting at the Meeting.
A quorum for the Meeting will consist of a majority of the Fund shares
outstanding and entitled to vote. In the event that a quorum is not represented
at the Meeting or, even if a quorum is so represented, in the event that
sufficient votes in favor of any proposal set forth in the Notice of Meeting are
not received by July 29, 1999, the persons named as proxies may propose and vote
for one or more adjournments of the Meeting with no other notice than
announcement at the Meeting, and further solicitation of proxies with respect to
such proposal may be made. Shares represented by proxies indicating a vote
against any proposal will be voted against adjournment.
Page 1
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PROPOSAL ONE
APPROVAL OF CHANGE OF FUNDAMENTAL INVESTMENT RESTRICTION
On July 8, 1999 the Board of Trustees approved the recommendation
of Claremont Investment Partners, LLC, the Investment Adviser to the Fund (the
"Adviser"), that a Fund fundamental investment restriction be changed. The
Adviser recommended the change because (a) trading in round lots of 100 shares
provides greater economic efficiency by lowering portfolio transaction costs and
(b) if trading in round lots, it would be necessary at times to acquire slightly
more than the 2.25% of Fund assets which may be held in any one portfolio
security. By permitting these adjustments, the Adviser expects the Fund
portfolio to remain closer to the exact profile of the Advisor's proprietary
Strategy Model. In making this recommendation, the Adviser noted that even if
provided with approval of its proposal for an increase in the current
fundamental holding limitation, the Adviser would nonetheless endeavor not to
exceed the Strategy Model limitation of 2.25% of Fund assets in any one security
in the Fund's portfolio.
The Board of Directors of the Fund recommends that the shareholders of
the Fund vote FOR the approval of the Fund's amendment to the investment
restriction discussed in this Proxy Statement.
Approval of the change to the Fund's fundamental investment restriction
will require the affirmative vote of the lesser of (i) 67% or more of the voting
securities of the Fund present or represented at the Meeting, if the holders of
more than 50% of the outstanding voting securities of the Fund are present or
represented by proxy, and (ii) more than 50% of the outstanding voting
securities of the Fund. The only voting securities of the Fund are its
outstanding Class D and Class I Shares. If the Shareholders of the Fund do not
approve the proposal, the Fund will continue to be restricted to holding a
maximum of 2.25% of Fund assets in any one security. A vote FOR the proposal
will be considered a vote FOR the change in the fundamental investment
restriction.
Page 2
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OTHER MATTERS
Management of the Fund does not know of any matters to be presented at
the Meeting other than those mentioned in this Proxy Statement. If any other
matters properly come before the Meeting, the shares represented by proxies will
be voted with respect thereto in accordance with the best judgment of the person
or persons voting the proxies.
SUBMISSION OF PROPOSALS FOR THE NEXT
MEETING OF SHAREHOLDERS
Meetings of Shareholders of the Fund are not held on an annual or other
regular basis. A stockholder proposal intended to be presented at any future
meeting of Shareholders of the Fund must be received by the Fund within a
reasonable time before the solicitation relating thereto in order to be included
in the Fund's proxy statement and form of proxy card relating to that meeting.
The submission by a stockholder of a proposal for inclusion in the proxy
statement does not guarantee that it will be included.
Stockholder proposals are subject to certain regulations under federal
securities laws.
The investment adviser for the Fund is Claremont Investment Partners,
LLC with principal offices at 104 Summit Ave, Summit, NJ 07902-0080.
The principal underwriter of the fund is Unified Management
Corporation, Pennsylvania Ave Indianapolis IN.
The administrator of the Fund is AmeriPrime Financial Services, Inc.,
1793 Kingswood Dr. Suite 200, Southlake, TX 76092.
REPORTS TO SHAREHOLDERS
The Fund will furnish each person to whom the proxy statement is
delivered with a copy of the Fund's latest annual report to Shareholders upon
request and without charge. To request a copy, please contact Claremont
Investment Partners, LLC, 104 Summit Ave Box 80, Summit, NJ 07902-0080, to the
attention of Liz Thurrott, telephone toll free (877) 280-1952.
By order of the Board of Directors,
Travis Gering
Acting Secretary
July 19, 1999
New York, New York
Page 3
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EXHIBIT A
The following is the proposed restatement of the Fund's first Fundamental
Investment Restriction:
The Fund may not:
1. Purchase the securities of any one issuer, if, immediately after
such purchase, more than 2.75% of the value of the Fund's total assets would be
invested in such issuer;
# # #
Page A-1
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TABLE OF CONTENTS Page
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Introduction................................. 1
Proposal One: Approval of the change of 2
Fundamental Investment Restriction
Other Matters............................... 3
Submission of Proposals for the Next
Meeting of Shareholders................... 3
Reports to Shareholders..................... 3
Exhibit A................................... A-1
The Industry Leaders Fund(R)
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The Industry Leaders Fund(R)
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NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS AND
PROXY STATEMENT
July 29, 1999
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APPENDIX
Form of Proxy
PROXY PROXY
The Industry Leaders Fund(R)
Instructions to the Shareholders of the Fund in connection with the Special
Meeting of Shareholders to be held on July 29, 1999.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND.
The undersigned hereby appoints Barry F. Sullivan, Gerald P. Sullivan and Mark
S. Kaufmann each of them, as proxies, each with the power to appoint his
substitute, and authorizes each of them to represent and to vote, as designated
on the reverse hereof, all the shares of beneficial interest of The Industry
leaders Fund(R) (the "Fund")registered in the name of the undersigned as of the
close of business on July 19, 1999 at the Special Meeting of Shareholders to be
held at 11:30 a.m., Eastern Standard Time, on July 29, 1999 at the offices of
Sithe Energies, 450 Lexington Ave, 37rd Floor, New York, New York, 10017, and at
all adjournments thereof. The undersigned hereby revoke(s) any proxy or proxies
heretofore given and acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and hereby instructs said proxies to vote said
shares as indicated hereon.
Control Number: _____________________
NOTE: Please sign this proxy exactly as your name
appears on the books of the Fund. Joint owners should
each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and
where more than one name appears, a majority must sign.
If a corporation, this signature should be that of an
authorized officer who should state his or her title.
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Signature
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Signature (if held jointly)
_____________________, 1999
Date
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Form of Proxy (continued)
This proxy, if properly executed, will be voted in the manner directed by the
undersigned. If no direction is made, this proxy will be voted "FOR" the
proposal.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: /X/
FOR AGAINST ABSTAIN
1. Approval of Change to
the Fund's Fundamental / / / / / /
Investment Restriction
from 2.25% of Fund assets
in one security to 2.75% of
Fund assets.
2. In their discretion, on
all such other matters / / / / / /
(other than the adjournment
of the meeting) that may
properly come before the
Meeting or any adjournments
thereof.
PLEASE SIGN ,DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
