SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)of the Securities Exchange Act of 1934
Filed by 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 Sec. 240.14a-11(c) or Sec. 240.14a-12
...............................First Choice Funds Trust.......................
(Name of Registrant as Specified In Its Charter)
..............................Laurie E. Buckley...............................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] 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:
<PAGE>
FIRST CHOICE FUNDS TRUST
4400 Computer Drive
Westborough, MA 01581
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on March 30, 1998
Notice is hereby given that a Special Meeting of Shareholders of First
Choice Funds Trust (the "Trust") and each series of the Trust, First Choice U.S.
Treasury Reserve Fund and First Choice Cash Reserve Fund (each a "Fund" and
collectively the "Funds"), will be held at One Exchange Place, Boston,
Massachusetts 02109, on March 30, 1998 at 9:00 a.m., Eastern Standard time, for
the following purposes:
1. To consider and act upon the election of four members of the Board
of Trustees of the Trust to serve until the next shareholders meeting or until
their successors are elected and qualified;
2. To consider and act upon the ratification of the selection of Price
Waterhouse LLP as independent accountants for the Trust for the fiscal year
ending September 30, 1998; and
3. To approve a proposed amendment to the First Choice Cash Reserve
Fund's fundamental investment restrictions regarding (a) investments in
securities issued by a single issuer and (b) concentration in the banking
industry;
4. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The close of business on February 27, 1998, has been fixed as the
record date for the determination of shareholders of the Trust entitled to
notice of, and to vote at, the Meeting.
By order of the Board of Trustees
COLEEN DOWNS DINNEEN
Secretary
March 9, 1998
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SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE REQUESTED TO
COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS
FOR THE PROPER EXECUTION OF THE PROXY CARD ARE SET FORTH ON THE INSIDE COVER OF
THIS NOTICE. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
- -------------------------------------------------------------------------------
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and will avoid the time and expense involved in validating
your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the
registration.
3. All Other Accounts: The capacity of the individual signing the
proxy card should be indicated unless it is reflected in the form
of registration. For example:
Registration Valid Signature
Corporate Accounts
(1) ABC Corp. John Doe, Treasurer
(2) ABC Corp. John Doe
c/o John Doe, Treasurer
(3) ABC Corp. Profit Sharing Plan John Doe, Trustee
Trust Accounts
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee Jane B. Doe
u/t/d 12/28/78
Custodian or Estate Accounts
(1) John B. Smith, Cuts. John B. Smith
f/b/o John B. Smith, UGH
(2) Estate of John B. Smith John B. Smith, Executor
<PAGE>
FIRST CHOICE FUNDS TRUST
4400 Computer Drive
Westborough, MA 01581
SPECIAL MEETING OF SHAREHOLDERS
March 30, 1998
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
by the Board of Trustees (the "Board") of First Choice Funds Trust (the "Trust")
of proxies to be voted at a Special Meeting of Shareholders of the Trust and
each series of the Trust, First Choice U.S. Treasury Reserve Fund and First
Choice Cash Reserve Fund (each a "Fund" and collectively the "Funds") to be held
at One Exchange Place, Boston, Massachusetts 02109, on March 30, 1998 at 9:00
a.m., Eastern Standard time, and at any adjournment thereof, for the purposes
set forth in the accompanying Notice of Special Meeting of Shareholders.
The costs of preparing, printing, mailing and soliciting the proxies
will be borne by the Funds. In addition, certain officers, trustees and
employees of First American Capital Management, Inc., the Funds' Adviser (the
"Adviser"), and officers and trustees of the Funds (none of whom will receive
additional compensation therefor) may solicit proxies in person or by telephone,
telegraph or mail. The Trust's most recent annual report is available upon
request, without charge, by writing to First Choice Funds c/o First Data
Investor Services Group, Inc., P.O. Box 5160, Westboro, MA 01581.
If the enclosed proxy is properly executed and returned in time to be
voted at the Special Meeting, the shares of beneficial interest ("Shares")
represented by the proxy will be voted in accordance with the instructions
marked therein. Unless instructions to the contrary are marked on the proxy, it
will be voted FOR the matters listed in the accompanying Notice of Special
Meeting of Shareholders. Any shareholder who has given a proxy has the right to
revoke it at any time prior to its exercise either by attending the Special
Meeting and voting his or her Shares in person, or by submitting a letter of
revocation or a later-dated proxy to the Trust at the above address prior to the
date of the Special Meeting.
In the event that a quorum is not present at the Special Meeting, or in
the event that a quorum is present but sufficient votes to approve one or more
of the proposals are not received, the persons named as proxies on the enclosed
proxy card may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies. In determining whether to adjourn the Special
Meeting, the following factors may be considered: the nature of the proposals
that are the subject of the Special Meeting, the percentage of votes actually
cast, the percentage of negative votes actually cast, the nature of further
solicitation and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require the affirmative
vote of a majority of those Shares represented at the Special 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 for approval.
The Board of Trustees of the Trust knows of no business other than that
specifically mentioned in the Notice of Special Meeting of Shareholders which
will be presented for consideration at the Meeting. If any other matters are
properly presented, it is the intention of the persons named in the enclosed
proxy to vote in accordance with their best judgment.
The Board of Trustees of the Trust has fixed the close of business on
February 27, 1998 as the record date (the "Record Date") for the determination
of shareholders of each Fund entitled to notice of and to vote at the Meeting or
any adjournment thereof. Shareholders of each Fund on that date will be entitled
to one vote on each matter on which they are entitled to vote for each share
held and a fractional vote with respect to fractional shares, and shareholders
will not have cumulative voting rights. At the close of business on the Record
Date, there were outstanding 83,786,422.11 shares of the U.S. Treasury Reserve
Fund - Service Class, 2,118,974.84 shares of the U.S. Treasury Reserve Fund -
Institutional Class, 71,362,849.64 shares of the Cash Reserve Fund Service Class
and 94,085.56 shares of the Cash Reserve Fund - Institutional Class, each with a
par value of $.001 per share, which comprise the only series of the Trust for
which shares have been issued.
The principal executive offices of the Funds are located at 4400
Computer Drive, Westborough, MA 01581. The enclosed proxy and this proxy
statement are first being sent to the Fund's shareholders on or about March 9,
1998.
PROPOSAL NO. 1
ELECTION OF THE BOARD OF
TRUSTEES OF THE TRUST
At the Special Meeting, four trustees will be elected to serve until
the next Meeting of Shareholders and until their successors are elected and
qualified. The four nominees for trustee receiving the highest number of votes
will be elected. It is the intention of the persons named in the enclosed proxy
to vote in favor of the election of the persons listed below unless instructions
to the contrary are marked on the proxy. The Board of Trustees recommends that
you vote "FOR" the nominees.
Certain information concerning the nominees and the offices of the
Trust is set forth below. The four nominees are currently trustees of the Trust
and were elected by the original shareholders. Messrs. Draper, Pileggi,
Wedemeyer and Hankin were nominated by the Board of Trustees at its meeting on
February 19, 1998. All of the nominees are deemed to be "non-interested"
trustees under the Investment Company Act of 1940, as amended (the "1940 Act")
and none of the organizations with which the nominees are employed or associated
are affiliated with the Trust.
<TABLE>
<CAPTION>
<S> <C> <C>
Principal Trustee
Occupations or of the
Employment in Trust
Name and Age Past 5 Years Since
John J. Pileggi Director of Furman Selz LLC since 1996
Age: 38 1994; Senior Managing Director or
Furman Selz LLC (1992-1994); Managing
Director of Furman Selz LLC (1984-1992).
Dennis W. Draper Associate Professor of Finance at 1996
Age: 48 University of Southern California
since 1978; Director of Data
Analysis, Inc. (financial
services); and Editorial Board of
Chicago Board of Trade.
Joseph N. Hankin President, Westchester Community 1996
Age: 57 College since 1971; President of
Harford Junior College from 1967 to
1971; Adjunct Professor of Columbia
University Teachers College since
1976.
Richard Wedemeyer Vice President, The Channel 1996
Age: 61 Corporation since July 1996; Vice
President of Performance Advantage, Inc.
1992 to July 1996; Vice President of Jim
Henson Productions from 1979 to 1992;
Author of In Transition (Harper
Collins); co-founder and co-conductor of
Harvard Business School Club of New York
Career Seminar; Trustee of Jim Henson
Legacy trust.
</TABLE>
Three meetings of the Board of Trustees of the Trust were held during
the fiscal year ended September 30, 1997. In that period, all incumbent trustees
attended all of the meetings held.
Only the independent trustees receive remuneration from the Funds for
acting as a Trustee. During the 1997 fiscal year, trustees fees for independent
trustees were set at $1,000 per annum plus $1,000 for each Board of Trustees
meeting attended plus out-of-pocket expenses.
The Board of Trustees has appointed an Audit Committee consisting of
all "non-interested" Trustees. The Audit Committee meets at least annually with
the Trust's independent accountants to (i) review and approve the scope and
results of their professional services; (ii) review the procedures for
evaluating the adequacy of the Trust's accounting controls; (iii) consider the
range of audit fees; (iv) make recommendations to the Board of Trustees
regarding the engagement of the Trust's independent accountants; and (v) perform
such other duties as the Board of Trustees from time to time may direct. The
committee currently consists of Messrs. Pileggi, Draper, Hankin and Wedemeyer.
The Audit Committee met once during the fiscal year end September 30, 1997. The
Board of Trustees has also appointed a Nominating Committee which currently
consists of Messrs. Draper, Hankin and Wedemeyer. The Nominating Committee is
responsible for considering candidates for election to the Board of Trustees of
the Trust in the event a position is vacated or created. The Nominating
Committee will consider recommendations by shareholders if a vacancy were to
exist. The Nominating Committee did not meet during the fiscal year ended
September 30, 1997.
The following table sets forth certain information regarding
compensation of the Trust's Board of Trustees and officers. Except as disclosed
below, no executive officer or person affiliated with the Trust received
compensation from the Trust for the fiscal year ended September 30, 1997.
COMPENSATION TABLE*
<TABLE>
<CAPTION>
<S> <C> <C> <C>
AGGREGATE
COMPENSATION TOTAL
FROM THE COMPENSATION FROM
TRUST THE FUND COMPLEX
John J. Pileggi, Trustee $4,000 $4,000
Dennis W. Draper, Trustee $4,000 $4,000
Joseph N. Hankin, Trustee $4,000 $4,000
Richard Wedemeyer, Trustee $4,000 $4,000
*Estimated compensation table for the Trust's fiscal year ending September 30,
1998 will be $5,000 per Trustee.
</TABLE>
PROPOSAL NO. 2.
RATIFICATION OF SELECTION OF
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP ("Price Waterhouse") has been selected by vote
cast in person by a majority of the Board of Trustees, including a majority of
the independent trustees, as the independent accountants to audit the accounts
of the Trust and each Fund for and during the fiscal year ending September 30,
1998. The ratification of the selection of independent accountants is to be
voted on at the Special Meeting and representatives of Price Waterhouse will be
available at the meeting to answer questions.
The affirmative vote of a simple majority of shares of the Trust
present and voting at the Meeting is required to ratify the selection of Price
Waterhouse. The Board of Trustees recommend that the shareholders vote "FOR" the
ratification of selection of independent accountants.
PROPOSAL NO. 3
APPROVAL OF AMENDMENTS TO FUNDAMENTAL INVESTMENT
RESTRICTIONS FOR THE FIRST CHOICE CASH RESERVE FUND
The Trust has adopted investment restrictions that govern its
operations generally. Fundamental investment restrictions may not be changed
without the approval of a majority of the outstanding shares of the relevant
Fund. The Board of Trustees is recommending approval of amendments to two
fundamental investment policies of the Cash Reserve Fund as described below. If
these amendments are not approved by shareholders, the Cash Reserve Fund will
continue to be subject to the investment restrictions as currently stated.
(A) Restriction Regarding Investment in Securities Issued by a Single Issuer
The proposed change to the investment restriction regarding investment
in securities issued by a single issuer is designed to provide the Cash Reserve
Fund the opportunity to take advantage of a safe harbor available under the 1940
Act with regard to portfolio diversification. Money market funds are restricted
to a maximum investment of five percent of the fund's total assets in any single
issuer; however, under the safe harbor such funds may exceed that limit up to a
maximum of 25% for a period of up to three business days with respect to a
single issuer.
The Cash Reserve Fund currently is limited to investing up to 5% of its
total assets in securities of a single issuer other than the U.S. Government or
its agencies or instrumentalities. The current restriction reads as follows:
"The Fund may not purchase a security if, as a result, more than 5% of its total
assets would be invested in any one issuer other than the U.S. Government or its
agencies or instrumentalities." The proposed restriction adds the temporary
authority to exceed the 5% limit permitted by Rule 2a-7 under the 1940 Act as
follows: "The Fund may not purchase a security, if as a result more than 5% of
its total assets would be invested in any one issuer other than the U.S.
Government or its agencies or instrumentalities (except that the Cash Reserve
Fund may invest up to 25% of its total assets in the first tier securities of a
single issuer for up to three business days)."
Accordingly, this proposal will increase the portion of the Cash
Reserve Fund's assets that may be invested, on a temporary basis, in the
securities of a single issuer. The greater proportion of the Fund invested in a
particular issuer, the greater the impact changes in the value of such
securities may have on the Fund's total investment portfolio. The Adviser
believes that the proposed restriction will provide the Fund with additional
flexibility in connection with the purchase of portfolio securities while
maintaining full compliance with the diversification requirements of Rule 2a-7
under the 1940 Act.
(B) Restriction Regarding Concentration in the Banking Industry
The proposed change to the investment restriction regarding
concentration in the banking industry is designed to expand the universe of
investments available to the Cash Reserve Fund in meeting its concentration
policy. Currently, the Cash Reserve Fund must maintain a minimum of 25% of its
total assets in obligations issued by the domestic banking industry. The
domestic banking industry has experienced, and is expected to continue to
experience, significant consolidation which further limits the investment
opportunities for the Cash Reserve Fund. Additionally, the Adviser has expanded
its research coverage of the banking industry outside the United States and
believes the Fund would benefit from the opportunity to invest in securities
issued by foreign banks as part of its concentration in the banking industry.
The proposed change would require the Cash Reserve Fund to maintain a minimum of
25% of its total assets in obligations issued by the banking industry which
would include those issued by foreign banks, foreign branches of U.S. banks, and
U. S. branches of foreign banks.
The proposed restriction would not change the credit quality parameters
governing the Fund's investments but would provide the Adviser with additional
flexibility in managing the Fund's investments while maintaining a high quality,
diversified portfolio of dollar-denominated securities. Securities of foreign
issuers involve certain risks not typically involved in purely domestic
investments, including different economic, financial, political and social
factors, future foreign political and economic developments and possible
imposition of foreign governmental laws or restrictions applicable to such
investments.
Required Vote
The proposed changes to the Trust's fundamental investment restrictions
as set forth above requires for each restriction the affirmative vote of a
majority of the outstanding voting securities of the Cash Reserve Fund which, as
defined in the 1940 Act, means the lesser of (a) 67% of the shares of the Cash
Reserve Fund present at a meeting of shareholders where a quorum exists or (b)
more than 50% of the outstanding shares of the Cash Reserve Fund. The Board of
Trustees recommends that you vote "FOR" Proposals 3(A) and 3(B).
PRINCIPAL HOLDERS
As of Record Date, to the best knowledge of the Fund, the following
persons owned of record or beneficially more than 5% of any class of the
outstanding shares of either Fund.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Fund Name Name and Address Total Shares Owned
U.S. Treasury Reserve Fund-Service Class First American Trust 81.63%
421 North Main Street
Santa Ana, CA 92701
TrustMark National Bank - 10.20%
FBO Performance Equity
248 East Capital Street
Room 1030
Jackson, MS 39205
U.S. Treasury Reserve Fund-Institutional Class Land Title Insurance Company 82.92%
7600 Forsyth Blvd.
Clayton, MO 63105
The Trust Company of 17.03%
St. Louis County
7600 Forsyth Blvd.
Clayton, MO 63105
Cash Reserve Fund-Service Class First American Trust 99.93%
421 North Main Street
Santa Ana, CA 92701
Cash Reserve Fund-Institutional Class Maxine Haun 98.87%
1630 S. Pomona Avenue
Fullerton, CA 92832
</TABLE>
OTHER MATTERS
The Trust does not hold regularly scheduled meetings of shareholders.
Any shareholder desiring to present a proposal for inclusion at the meeting of
shareholders should submit such proposal to the Trust.
The management knows of no other matters which are to be brought before
the Meeting. However, if any other matters not now known or determined properly
come before the Meeting, it is the intention of the persons named in the
enclosed form of proxy to vote such proxy in accordance with their best judgment
on such matters.
All proxies received will be voted in favor of all the proposals,
unless otherwise directed therein.
March 9, 1998
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE, AND
RETURN THE PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PAID ENVELOPE.
<PAGE>
FIRST CHOICE FUNDS TRUST PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned holder of shares of First Choice Funds Trust, a Delaware
business trust (the "Trust"), hereby appoints Neil Forrest and Coleen Downs
Dinneen, and each of them, attorneys and proxies for the undersigned, with full
powers of substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares which the undersigned is entitled to
vote at the Special Meeting of Shareholders of the Trust to be held at One
Exchange Place, Boston, Massachusetts 02109 at 9:00 a.m., EST on March 30, 1998,
(the "Meeting") and any adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Special Meeting and Proxy Statement and
hereby instructs said attorneys and proxies to vote said shares as indicated
herein. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting. A majority of the proxies
present and acting at the Meeting in person or by substitute (or, if only one
shall be so present, then that one) shall have and may exercise all of the power
and authority of said proxies hereunder. The undersigned hereby revokes any
proxy previously given.
NOTE: Please sign exactly as your name appears on
this Proxy. If joint owners, EITHER may sign this
Proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate
officer, please give your full title.
DATE:
Signature(s) (Capacity, if applicable)
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
Please indicate your vote by an "X" in the appropriate box below.
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3. The
Board of Trustees recommends that the shareholders vote "FOR" the election of
Trustees, "FOR" ratification of the selection of Price Waterhouse LLP as
independent accountants and "FOR" approval of an amendment to the First Choice
Cash Reserve Fund's fundamental investment restrictions regarding (a)
investments in securities issued by a single issuer and (b) concentration in the
banking industry.
Please refer to the Proxy Statement for a discussion of the Proposals.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. ELECTION OF TRUSTEES FOR |_| WITHHELD |_|
John J. Pileggi For all nominees, except as noted below:
Dennis W. Draper
Joseph N. Hankin ______________________________________________
Richard Wedemeyer
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
2. TO RATIFY THE SELECTION OF PRICE WATERHOUSE LLP FOR |_| AGAINST |_| ABSTAIN |_|
AS INDEPENDENT ACCOUNTANTS
3. TO APPROVE AN AMENDMENT TO THE FIRST
CHOICE CASH RESERVE FUND'S FUNDAMENTAL
INVESTMENT RESTRICTIONS REGARDING
(a) INVESTMENTS IN SECURITIES ISSUED FOR |_| AGAINST |_| ABSTAIN |_|
BY A SINGLE ISSUER
AND
(b) CONCENTRATION IN THE BANKING FOR |_| AGAINST |_| ABSTAIN |_|
INDUSTRY
</TABLE>
