PROXY STATEMENT-SPECIAL MEETING
STAAR INVESTMENT TRUST
604 McKnight Park Drive
Pittsburgh, PA 15237
PROXY STATEMENT FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 3, 1998
A. INTRODUCTION:
The Proxy Statement is furnished to you in connection
with the solicitation of proxies by the Board of Trustees
of Staar Investment Trust (the "Trust"), on behalf of all
of its funds, to be used at the special meeting of
shareholders (the "Meeting") to be held at the STAAR
Investment Trust offices on September 3, 1998 at 10:30 AM.
The Trust offers six separate funds, each of which is
a separate pool of assets constituting, in effect, a
separate fund with its own investment objectives and
policies. The names of the six funds are:
Intermediate Bond Fund
Long-Term Bond Fund
Larger Company Stock Fund
Smaller Company Stock Fund
International Fund
AltCat (Alternative Categories) Fund
This Proxy relates to three proposals:
(1) The election of trustees;
(2) The ratification and approval of 12(b)-1 plans
for each of the funds; and
(3) The ratification and approval of the selection of
the auditors for the Trust.
Proposals 1 and 3 will be voted upon by shareholders
of funds collectively. Proposal 2 will be voted upon
separately with respect to each fund by the shareholders of
such fund.
Shares represented by duly executed Proxies will be
voted for the election of persons named herein as trustees,
unless such authority has been withheld. With respect to
the other matters specified in the Proxy, yours will be
voted in accordance with the instructions made. If no
instructions are made, the Proxy will be voted for the
matters specified in the Proxy. Proxies may be revoked at
any time before they are voted by a written revocation
received by the secretary of the fund, by properly
executing a later-dated Proxy or by attending the meeting
and voting in person. The Proxy holders may vote at their
own discretion when any other matter that may properly come
before the meeting or any adjournment thereof.
The close of business on June 30, 1998 has been fixed
as the record date for the determination of shareholders
entitled to notice of, and to vote at, the meeting or any
adjournment thereof. On that date, each fund of the trust
had outstanding and entitled to vote the number of shares
set forth below:
<PAGE>
<TABLE>
<C> The Designation of Fund <C> Number of
Shares
Intermediate Bond Fund
74,625.350
Long-Term Bond Fund
46,921.464
Larger Company Stock Fund
135,677.217
Smaller Company Stock Fund
130,415.574
International Fund
144,934.216
AltCat (Alternative Categories) Fund
39,770.318
</TABLE>
Each share outstanding on the record date will be
entitled to one vote at the meeting.
A copy of the annual report of the Trust for its most
recent year, including financial statements, have been
previously forwarded to the shareholders. Certain
information concerning the Trust and funds are set forth
below.
B. ELECTION OF TRUSTEES:
At the meeting five (5) directors are to be elected.
Mr. Ronald G. Benson, Mr. Jeffrey A. Dewhirst, Mr. John H.
Weisbrod, Mr. J. Andre Weisbrod, and Thomas J. Smith
(together the "Nominees") have each been recommended
unanimously by the Board of Trustees of the Fund for
election. If elected, the Trustees will hold office until
the next meeting at which Trustee elections are held or
until their successors are elected and qualified.
It is the intention of the persons named on the
accompanying form of proxy to nominate and vote for the
election of the nominees. Messrs. Benson and Dewhirst and
Mr. John H. Weisbrod have been trustees since the date set
forth in the background information regarding such nominee.
Each nominee has agreed to serve if elected. There is
no reason to believe that any of the nominees will become
unavailable for election as a trustee of the Fund, but if
that should occur before the meeting, proxies will be voted
for the persons the trustees recommend.
Background information regarding the nominees follows.
Principal Occupation and Other Information.
The nominees designated by asterisks are "interested
persons" of the Fund (as that term is defined in the
Investment Company Act of 1940, as amended), because of
their stated associations.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION FOR THE LAST
FIVE YEARS
BUSINESS EXPERIENCE
<C> <C> <C>
<C>
Ronald G. Benson 64 Business consultant. Trustee since
the Fund's public
inception on May 28, 1997.
Regional coordinator of the Fellowship of Companies for
Christ,
International.
Jeffrey A. Dewhirst 49 Investment banker. Trustee since
the Fund's public
inception on May 28, 1997.
Principal, Corporate Finance Associates
John H. Weisbrod 82 Retired. Trustee since the Fund's
public inception
on May 28, 1997.
Former President of Seabreeze Laboratories, Inc.
J. Andre Weisbrod* 49 President of Staar Financial
Advisors, Inc. which is
the investment advisor to the
Fund. Trustee since
7/1/98
Investment Advisor, Financial Planner, Registered
Representative: Olde
Economie Financial Consultants, Ltd
Thomas J. Smith 60 Advertising Executive
President & CEO, CapMasters, former CEO of
Ketchum Advertising
and Della Famina Advertising (Pittsburgh).
</TABLE>
<PAGE>
<TABLE>
Executive Officers of the Fund.
<CAPTION>
NAME AGE POSITION WITH THE FUND PRINCIPAL
OCCUPATION DURING THE PAST FIVE YEARS
<C> <C> <C> <C>
Jeffrey A. Dewhirst 49 Chairman See above
Ronald G. Benson 64 Secretary See above
</TABLE>
*J. Andre Weisbrod owns a majority of the outstanding
voting securities of the manager. Accordingly, under the
applicable provisions of the Investment Company Act of 1940
(the "1940 Act") Mr. Weisbrod is the control person of the
manger.
The Board of Trustees met 3 times during the Fund's
fiscal year ended December 31, 1997 and all of the Trustees
were present at each meeting. The Fund has no standing
audit, compensation or nomination committees.
All officers are elected annually by the Trustees and
serve until their successors are elected and qualify or
their earlier resignation. The address of the foregoing
officers is:
STAAR INVESTMENT TRUST
604 McKnight Park Drive
Pittsburgh, PA 15237
<TABLE>
As of 6/30/98, 1998, Directors and Officers of the
Fund as a group owned directly or indirectly the following
number of shares:
<CAPTION>
FUND SHARES
PERCENTAGE
<C> <C> <C>
Intermediate Bond Fund 1,592.689 2.13%
Long-Term Bond Fund 1,320.155 2.81%
Larger Company Stock Fund 5,544.407 4.09%
Smaller Company Stock Fund 10,363.362 7.95%
International Fund 11,141.078 7.69%
AltCat (Alternative Categories) Fund 1,329.712 3.34%
</TABLE>
Unless otherwise indicated, Trustees have sole voting
and investment power with respect to shares shown.
The affirmative vote of a plurality of the votes cast
at the meeting is required to approve the election of the
nominees.
YOUR BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS
VOTE FOR THE ELECTION OF EACH OF THE NOMINEES TO SERVE AS A
TRUSTEE OF THE FUND
<PAGE>
C. PLAN OF DISTRIBUTION
The Board of Trustees of the Trust has adopted a Plan
of Distribution under Section 12(b) of the Investment
Company Act of 1940, as amended, and Rule 12(b)-1 adopted
under such Section (the "Plan"). A copy of the Plan is
set forth as Exhibit A to this Proxy Statement.
The purpose of the Plan is to finance activities of
the Trust primarily intended to sell additional shares of
the various funds, thus increasing the assets of the Trust
to allow greater cost efficiency. The activities include
providing compensation to broker-dealers for marketing and
shareholder service including presentation and explanation
of the prospectus and aid to the shareholder in executing
the necessary applications and forms, and generally to
provide communication with the shareholders on behalf of
the Fund. It may also include advertising, mailing of
prospectuses to other than current shareholders and the
printing and mailing of sales literature.
The maximum expense to any fund will be .25% of the
average net assets. Should any proposed payment cause this
maximum expense to be exceeded, new sales of funds through
broker-dealers will be suspended or broker-dealer
agreements will be modified until the expenses are below
the .25% maximum rate.
The objective is to keep all direct expenses of the
various funds below 1% of average net assets. To this end,
the investment advisor to the Trust has agreed to waive
fees, as needed, to keep expenses within this objective.
The Plan will continue for one year and indefinitely
thereafter so long as the Board of Trustees has annually
approved the extension of the Plan. The Board of Trustees
will review a written report of expenditures of the Plan at
least quarterly.
The Plan may be terminated at any time by a majority
of the members of the Board of Trustees who are not
interested persons and have no direct or indirect financial
interest in the operation of the Plan. Any increase in the
amount to be spent for distribution will require approval
by a majority of the Trustees and by a majority of the
outstanding voting shares of the Trust.
Any broker-dealer to be compensated under the Plan
would be required to enter into a written agreement with
the Trust.
Each fund of the Trust will join the 12(b)-1 Plan upon
the vote of a majority of the shareholders entitled to vote
and owning shares on the record date of such fund.
YOUR BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
ADOPTION OF THE 12(B)(1) PLAN OF DISTRIBUTION
D. RATIFICATION OF SELECTION OF AUDITORS.
In accordance with the requirements of the 1940 Act,
the Board of Trustees is required to select independent
public accountants as auditors of the Fund each year. If a
shareholders' meeting is held, the Board's selection is
subject to ratification or rejection by shareholders.
The Board of Trustees, including a majority of those
members who are not "interested persons" of the Fund (as
defined in the 1940 Act), has selected Carson & Co. as
auditors of the Fund for fiscal 1998. The firm of Carson &
Co. has experience in investment company accounting and
auditing. It is expected that a representative of Carson &
Co. will be present at the Meeting and will have the
opportunity to make a statement and respond to questions.
<PAGE>
The affirmative vote of a majority of the votes cast
at the Meeting is required to ratify the selection of
auditors.
YOUR BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS RATIFICATION
OF THE SELECTION OF CARSON & CO. AS AUDITORS OF THE FUND.
E. FUND INFORMATION.
THE MANAGEMENT
AGREEMENT
The Trust retains Staar Financial Advisors, Inc., a
Pennsylvania corporation principally owned by J. Andre
Weisbrod, as investment advisor for the funds under an
annual contract. Staar Financial Advisors, Inc., located
at 604 McKnight Park Drive, Pittsburgh, Pa., 15237, and the
Trusts share facilities, space and staff with the advisor.
As of the date of this proxy, Staar Financial Advisors,
Inc. is under contract to provide investment management and
advice to individual and institutional clients, in addition
to the Trust.
The advisor is registered with the Securities and Exchange
Commission under the Investment Advisors Act of 1940.
Accordingly, the advisor files periodic reports, which are
available for public inspection. Mr. J. Andre Weisbrod is
the principal officer and investment professional at Staar
Financial Advisors, Inc. and the Trust. The advisor
receives a maximum fee from the Trust Funds of the
following per annum of the average daily market value of
their respective net assets: Intermediate Bond Fund --
.62%; Long Term Bond Fund -- .72%; Larger Company Stock
Fund -- .90%; Smaller Company Stock Fund -- .90%;
International Fund -- .90%; AltCat (Alternative
Categories) Fund -- .90%.
Under terms of the advisory agreement, total direct Trust
expenses cannot under any circumstances exceed 1% of the
Trust's net assets. Should actual expenses incurred ever
exceed the 1% limitation, the advisor shall pay such excess
expenses or reimburse the Trust for such excess.
The management contract dated April 1, 1996 was approved by
the shareholders on that date and was last approved by the
Trustees on January 23, 1998.
Management fee paid to Staar Financial Advisors, Inc. for
the period ended December 31, 1997 was $24,976.
THE FUNDS
Business Trust formed on February 28, 1996. It is
registered as an open-end, non-diversified, management
investment company. The Trust consists of six portfolios,
each known as a separate fund and managed separately from
the other funds. The fund names and abbreviations are as
follows:
Intermediate Bond Fund
Long-Term Bond Fund
Larger Company Stock Fund
Smaller Company Stock Fund
International Fund
AltCat (Alternative Categories) Fund
Each fund has its own objectives, policies and strategies
designed to meet different investor goals.
<PAGE>
CAPITAL OF TRUST
Trust capital consists of an unlimited number of shares of
beneficial interest having a par value of $.001 each. When
issued, each share or fraction thereof is fully paid, non-
assessable, transferable and redeemable. All shares of
each fund are of the same class, and each full share has
one vote. The Funds are presently the only funds of the
Staar Investment Trust, a Pennsylvania Business Trust.
Fractional shares are issued to three decimal places, but
do not carry voting rights. As a trust, there is no
requirement to hld annual shareholder meetings. However,
it is intended that special meetings, which may be called
upon the request of the owners of 10% of shares
outstanding, will be held as needed or required when and as
duly called. Approval of a majority of the shares
outstanding must first be obtained before changing
fundamental policies: to amend the contract with its
investment advisor, to terminate the Trust, or to change
any other items on which shareholders are granted such
rights by law or under provisions of its Declaration of
Trust. Trustees must have been voted into office by
shareholders even though remaining Trustees may fill
vacancies without a shareholder vote so long as such
appointment do not produce less than two-thirds of the
shareholdersTrustees holding office who have not been
elected by Shareholders. The Trust offers its own shares
exclusively.
BROKER ALLOCATIONS
The placement orders for the purchase and sale of portfolio
securities are made by the Advisor at the order of the
President of the Trust, subject to the overall supervision
of the Board of Trustees. All orders are placed at the
best price and best execution obtainable, except that the
Trust shall be permitted to select broker-dealers who
provide economic, corporate and investment research
services, if in the opinion of the Trust's management and
Board of Trustees, such placement serves the best interest
of the Trust and its shareholders.
PORTFOLIO TRANSACTIONS
The policy of the Trust is to limit portfolio turnover to
transactions necessary to carry out its investment policies
and/or to obtain cash, as necessary, or redemption of its
shares. The Trust's portfolio turnover rate, which is the
lesser of the total purchases or sales on an annualized
basis, divided by the average total market value of the
assets held, will vary from period to period depending upon
market conditions. The Trust has had an average turnover
rate of percentage since inception. It is anticipated the
Trust will generally not exceed a turnover rate of 100% per
year in normal market conditions. High portfolio turnover
incurs additional brokerage costs and creates portfolio
gains or losses, which affect shareholder return rates and
taxes. Refer to sections herein entitled "Broker
Allocations" for more information on these subjects.
<PAGE>
FUND INFORMATION
The net asset, the outstanding shares as of December 31,
1997 and the owners of 5% of any fund's outstanding shares
are as follows:
<TABLE>
<CAPTION>
Fund Name Date of Organization Net Assets
Outstanding Shares
5% Owners*
<C> <C> <C>
<C>
<C>
Intermediate Bond Fund 1996 $770,131
74,625.350
K. Blevins, 1981 Michael Dr., Johnson City, TN 37604
(6.81%)
A. Frey, 237 Walnut St. #1, Sewickley, PA 15143
(5.31%)
J. Russell, 156 Richmond Cir., Pittsburgh, PA 15237
(9.81%)
St Stephens Church, Frederick Ave., Sewickley, PA
15143 (15.04%)
J. Sunder, 526 Highland Dr., Canonsburg, PA 15317
(7.67%)
Long-Term Bond Fund 1996 $515,110
46,921.464
J. Amy, 526 Cochran, Sewickley, PA 15143 (7.77%)
L. Bowser, 143 McGregor Dr., Canonsburg, PA 15317
(13.5%)
M. Henning, 706 Centennial Ave., Sewickley, PA 15143
(6.0%)
St Stephens Church, Frederick Ave., Sewickley, PA
15143 (15.61%)
C. Sweeney, 1824 Foxcroft Lane #701, Allison Park, PA
15101 (9.42%)
Larger Company Stock Fund 1996 $1,814,165
135,677.217
L. Bowser, 143 McGregor Dr., Canonsburg, PA 15317
(8.34%)
C. Dorsch, 123 Richard Dr., Pittsburgh, PA 15237
(7.19%)
St Stephens Church, Frederick Ave., Sewickley, PA
15143 (13.2%)
C. Sweeney, 1824 Foxcroft Lane #701, Allison Park, PA
15101 (10.45%)
Smaller Company Stock Fund 1996 $1,596,198
130,415.574
R. Benson, 1010 State Ave 201, Coraopolis, PA 15108
(6.23%)
L. Bowser, 143 McGregor Dr., Canonsburg, PA 15317
(6.46%)
K. Blevins, 1981 Michael Dr., Johnson City, TN 37604
(7.59%)
St Stephens Church, Frederick Ave., Sewickley, PA
15143 (9.65%)
C. Sweeney, 1824 Foxcroft Lane #701, Allison Park, PA
15101 (6.62%)
International Fund 1996 $1,622,580
107,213.876
J. Amy, 526 Cochran, Sewickley, PA 15143 (9.18%)
R. Benson, 1010 State Ave 201, Coraopolis, PA 15108
(6.0%)
K. Blevins, 1981 Michael Dr., Johnson City, TN 37604
(6.83%)
L. Bowser, 143 McGregor Dr., Canonsburg, PA 15317
(5.87%)
St Stephens Church, Frederick Ave., Sewickley, PA
15143 (9.1%)
C. Sweeney, 1824 Foxcroft Lane #701, Allison Park, PA
15101 (5.6%)
AltCat (Alternative Categories)Fund 1996 $415,569
39,770.318
J. Amy, 526 Cochran, Sewickley, PA 15143 (17.62%)
K. Blevins, 1981 Michael Dr., Johnson City, TN 37604
(9.54%)
C. Sweeney, 1824 Foxcroft Lane #701, Allison park, PA
15101 (6.37%)
<FN>
* The SEC Rules require each fund to tell you the name and
address of any person known to be the beneficial owner of
more than 5% of the fund's outstanding shares. The fund
must also tell you how many shares each person owns and
what percent each such person owns and what percentage of
the respective fund these shares represent.
</FN>
</TABLE>
STAAR INVESTMENT TRUST
DISTRIBUTION PLAN
This Distribution Plan ("Plan") is adopted as of
September 3, 1998, by the Board of Trustees of Staar
Investment Trust (the "Trust"), a Pennsylvania business
trust, with respect to certain shares of the portfolios of
the Trust (the "Funds":) set forth in exhibits hereto.
1. This Plan is adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended ("Act"), so as
to allow the Trust to make payments as contemplated herein,
in conjunction with the distribution of interests in the
Funds (Shares").
2. This Plan is designed to finance activities of the Trust
principally intended to result in the sale of Shares to
include: (a) providing incentives to broker-dealers to sell
Shares; (b) advertising and marketing of Shares to include
preparing, printing and distribution of prospectuses and
sales literature to prospective shareholders and with
Broker-Dealers; and (c) implementing and operating the
Plan. In compensation for services provided by Broker
Dealers pursuant to this Plan, the Trust will pay a fee in
respect of the Funds set forth on the applicable exhibit.
The maximum expense to any Fund shall be .25% of average
net assets. If this maximum would be exceeded by any
additional expense, then sales of shares of the Funds
through Broker-Dealers will be suspended or selling
agreements modified until expenses are below the .25%
maximum rate.
3. Any payment by the Trust in accordance with this Plan
will be made pursuant to a Broker-Dealers Contract entered
into by the Trust with any such Broker-Dealer.
4. The Trust has the right (I) to select, in its sole
discretion, the Broker-Dealers to participate in the Plan
and (ii) to terminate any Broker-Dealer Agreement at any
time.
5. Quarterly in each year that this Plan remains in effect,
there shall be prepared and furnished to the Board of
Trustees of the Trust, and the Board of Trustees shall
review, a written report of the amounts expended under the
Plan and the purpose for which such expenditures were made.
6. This Plan shall become effective with respect to each
Fund (I) after approval as required by Rule 12b-1 under the
Act as in effect on the date of the execution hereof; and
(ii) upon execution of an exhibit adopting this Plan with
respect to such Fund.
7. This Plan shall remain in effect with respect to each
Fund presently set forth on an exhibit and any subsequent
Funds added pursuant to an exhibit for the period
<PAGE>
of one year from the date set forth above. The Plan may be
continued thereafter if it is approved with respect to each
Fund at least annually by a majority of the Trust's Board
of Trustees and a majority of the Disinterested Trustees,
cast in person at a meeting called for the purpose of
voting on such Plan. If this Plan is adopted with respect
to a Fund after the first annual approval by the Trustees
as described above, the Plan will be effective as to that
Fund upon execution of the applicable exhibit and will
continue in effect until the next annual approval of this
Plan by the Trustees. The Plan may be continued for
successive periods of one year subject to approval as
described above and subject to termination as set forth
below.
8. All materials amendments to this Plan must be approved
by a vote of the Board of Trustees of the Trust and of the
Disinterested Trustees, cast in person at a meeting called
for the purpose of voting on the amendment.
9. This Plan may not be amended in order to increase
materially the costs which the Funds may bear for
distribution pursuant to the Plan without being approved by
a majority vote of the outstanding voting securities of the
Funds as defined in Section 2(a)(42) of the Act.
10. This Plan may be terminated with respect to a
particular fund at any time by: (a) a majority vote of the
Disinterested Trustees; or (b) a vote of a majority of the
outstanding voting securities of the particular Fund as
defined in Section 2(a)(42) of the Act; or (c) by the Trust
on 60 days' notice.
11. While this Plan shall be in effect, the selection and
nomination of Disinterested Trustees of the Trust shall be
committed to the discretion of the Disinterested Trustees
then in office.
12. All agreements with any person relating to the
implementation of this Plan shall be in writing and any
agreement related to this Plan shall be subject to
termination, without penalty, pursuant to the provisions of
Paragraph 10 herein.
13. This Plan shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.
<PAGE>
EXHIBIT A
To the
Distribution Plan
Staar Investment Trust
Intermediate Bond Fund
This Distribution Plan is adopted by Staar Investment Trust
with respect to the Fund Portfolio of the Trust set forth
below.
In compensation of the services provided pursuant to this
Plan, selected Broker-Dealers will be paid a maximum
quarterly fee computed at the annual rate for each Fund
portfolio set forth below based on the average month-end
balance for the premiums three months on any account placed
through a registered representative of such Broker-Dealer.
APPLICABLE FUND AND COMPENSATION
First Year Subsequent
Year
IBF .5% .15%
Witness the due execution hereof this execution date.
STAAR INVESTMENT TRUST
By:________________________________
Name:______________________________
Title:_____________________________
<PAGE>
EXHIBIT A
To the
Distribution Plan
Staar Investment Turst
Long-Term Bond Fund
This Distribution Plan is adopted by Staar Investment
Trust with respect to the Fund portfolio of the Trust set
forth below.
In compensation of the services provided pursuant to
this Plan, selected Broker-Dealers will be paid a maximum
quarterly fee computed at the annual rate for each Fund
portfolio set forth below based on the average month-end
balance for the premiums three months on any account placed
through a registered representative of such Broker-Dealer.
APPLICABLE FUND AND COMPENSATION
First Year Subsequent
Year
LTBF .5% .20%
Witness the due execution hereof this execution date.
STAAR INVESTMENT TRUST
By:________________________________
Name:______________________________
Title:_____________________________
<PAGE>
EXHIBIT A
To the Distributionn Plan
Staar Investment Trust
Larger Company Stock Fund
The Distribution Plan is adopted by Staar Investment
Trust with respect to the Fund portfolio of the Trust set
forth below.
In compensation of the services provided pursuant to
this Plan, selected Broker-Dealers will be paid a maximum
quarterly fee computed at the annual rate for each Fund
portfolio set forth below based on the average month-end
balance for the premiums three months on any account placed
through a registered representative of such Broker-Dealer.
Applicable Fund and Compensation
First Year Subsequent
Year
LCSF 1.0% .25%
Witness the due execution hereof this execution date.
STAAR INVESTMENT TRUST
By:_____________________________
Name:___________________________
Title:__________________________
<PAGE>
EXHIBIT A
To the
Distribution Plan
Staar Investment Trust
Smaller Company Stock Fund
This Distribution Plan is adopted by Staar Investment
Trust with respect to the Fund portfolio of the Trust set
forth below.
In compensation of the services provided pursuant to
this Plan, selected Broker-Dealers will be paid a maximum
quarterly fee computed at the annual rate for each Fund
portfolio set forth below based on the average month-end
balance for the premiums three months on any account placed
through a registered representative of such Broker-Dealer.
APPLICABLE FUND AND COMPENSATION
First Year Subsequent
Year
SCSF 1.0% .25%
Witness the due execution hereof this execution date.
STAAR INVESTMENT TRUST
By:_____________________________
Name:___________________________
Title:__________________________
<PAGE>
EXHIBIT A
To the
Distribution Plan
Staar Investment Trust
International Fund
This Distribution Plan is adopted by Staar Investment
Trust with respect to the Fund portfolio of the Trust set
forth below.
In compensation of the services provided pursuant to
this plan, selected Broker-Dealers will be paid a maximum
quarterly fee computed at the annual rate for each Fund
portfolio set forth below based on the average month-end
balance for the premiums three months on any account placed
through a registered representative of such Broker-Dealer.
APPLICABLE FUND AND COMPENSATION
First Year Subsequent
Year
INTF 1.0% .25%
Witness the due execution hereof this execution date.
STAAR INVESTMENT TRUST
By:_______________________________
Name:_____________________________
Title:____________________________
<PAGE>
EXHIBIT A
To the
Distribution Plan
Staar Investment Trust
AltCat (Alternative Categories) Fund
This Distribution Plan is adopted by Staar Investment
Trust with respect to the Fund portfolio of the Trust set
forth below.
In compensation of the services provided pursuant to
this Plan, selected Broker-Dealers will be paid a maximum
quarterly fee computed at the annual rate for each Fund
portfolio set forth below based on the average month-end
balance for the premiums three months on any account placed
through a registered representative of such Broker-Dealer.
APPLICABLE FUND AND COMPENSATION
First Year Subsequent
Year
ACF 1.0% .25%
Witness the due execution hereof this execution date.
STAAR INVESTMENT TRUST
By:____________________________
Name:__________________________
Title:_________________________
STAAR INVESTMENT TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 3, 1998
TO THE SHAREHOLDERS:
A special meeting of the shareholders of each of the STAAR
Investment Trust's funds ("STAAR") will be held at the
STAAR Investment Trust Offices on August 18, 1998 at 10:30
a.m., for the following purposes:
(1) To elect five trustees;
(2) To ratify and approve a 12(B)-1 plan for each
series of the fund;
(3) To ratify the selection of Carson and Co. as
auditors of the trust for 1998; and
(4) To transact such other business as may properly
come before the meeting or any adjournment thereof.
All is set forth in the Proxy Statement accompanying this
notice.
The close of business on June 30, 1998 has been fixed as
the record date for the determination of shareholders
entitled to notice of, and to vote at, the meeting or any
adjournment thereof.
By order of the Board of Trustees:
________________________________
Secretary
Dated: Pittsburgh, Pennsylvania, ___________________, 1998
Your vote is important.
Please indicate your voting instructions on the
enclosed Proxy Card, date and sign it, and return it in the
envelope provided, which is addressed for your convenience
and needs no postage if mailed in the United States. In
order to avoid the additional expense of further
solicitation, we ask your cooperation in mailing your proxy
promptly.
A proxy will not be required for admission to the
meeting.
SIGNATURE PAGE
STAAR INVESTMENT TRUST
THIS PROXY IS SOLICITED BY THE TRUSTEES of the Staar
Investment Trust (the "Company") for use at a Special
Meeting of Shareholders (the "Special Meeting") to be held
September 3, 1998 at 10:30 a.m. (Eastern Time) at the STAAR
System Trust offices.
The undersigned hereby appoints J. Andre Weisbrod and
Ronald G. Benson, or either of them, with full power of
substitution, as proxies of the undersigned to vote at the
above-stated Special Meeting and at all adjournments or
postponements thereof, all shares of beneficial interest of
the Company that are held of record by the undersigned on
the record date for the Special Meeting, upon the following
matters, and upon any other matter which may come before
the Special Meeting, in their discretion:
1. Proposal to elect trustees. The Nominees are Ronald G.
Benson, Jeffrey A. Dewhirst, Thomas J. Smith, J. Andre
Weisbrod and John H. Weisbrod
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To withhold authority to vote for one or more of the
nominees, check the "For all Except" box to the right and
write the names of those not voted for above.
2. Ratify the selection of Carson & Company as auditors.
3. Ratify the adoption of 12-b-1 Plan of Distribution
(designate the blocks for funds in which you are invested:
Intermediate Bond Fund
Long-Term Bond Fund
Larger Company Stock Fund
Smaller Company Stock Fund
International Fund
AltCat (Alternative Categories) Fund
Vote on Trustees
For All Withhold For All
All Except
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Vote on Proposals
For Against Abstain
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PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
DATE: , 1998
Please sign exactly as name appears hereon. When shares
are held by joint tenants, both should sign. When signing
as attorney or as executor, administrator, trustee or
guardian, please give full title as such. If a
corporation, please sign in full corporate name by
president or other authorized officer. If a partnership,
pleas sign in partnership name by authorized person.
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Signature(s) (Both if held jointly)
