As filed, via EDGAR, with the Securities and Exchange Commission on May 12,
1998.
File No.:333-07543
ICA No.: 811-07691
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X| Preliminary proxy statement [ ] Confidential, for Use
[ ] Definitive proxy statement of the Commission Only
[ ] Definitive additional materials (as permitted by Rule
14a-6(e)(2))
[ ] Soliciting material pursuant to Rule 14a-11(c)
or Rule 14a-12
THE DESSAUER GLOBAL EQUITY FUND
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Laura E. Fahey
- --------------------------------------------------------------------------------
(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 Rules 14a-6(i)(1) 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:
(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>
PRELIMINARY PROXY MATERIALS - SUBJECT TO COMPLETION
THE DESSAUER GLOBAL EQUITY FUND
5 Bay State Court
P.O. Box 1689
Orleans, Massachusetts 02653
(508) 255-1651
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 1998
An annual meeting of the shareholders (the "Meeting") of The Dessauer
Global Equity Fund (the "Fund"), a Delaware business trust, will be held on June
27, 1998 at 10:00 Eastern time at the Marriott Copley Place, 110 Huntington
Avenue, Boston, Massachusetts 02116, for the purposes indicated below:
1. To approve or disapprove amendments to the investment advisory
agreement between the Fund and Dessauer & McIntyre Asset
Management, Inc.;
2. To elect six (6) Trustees to hold office until the election and
qualification of their successors;
3. To ratify or reject the selection of Ernst & Young LLP as
independent auditors of the Fund; and
4. To transact such other business as may properly come before the
Meeting or any adjournment(s) thereof.
Shareholders of record as of the close of business on April 30, 1998
are entitled to receive notice of, and to vote at, the Meeting and any and all
adjournment(s) thereof. Your attention is called to the accompanying proxy
statement.
By Order of the Board of Trustees,
Linda R. Reed, Secretary
Dated: May __, 1998
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE
UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE, AND RETURN THE ENCLOSED
PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
PRELIMINARY PROXY MATERIALS - SUBJECT TO COMPLETION
THE DESSAUER GLOBAL EQUITY FUND
5 Bay State Court
P.O. Box 1689
Orleans, Massachusetts 02653
(508) 255-1651
PROXY STATEMENT
DATED MAY __, 1998
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
JUNE 27, 1998
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of The Dessauer Global Equity Fund, a
Delaware business trust (the "Fund"), in connection with an annual meeting of
shareholders (the "Meeting") to be held on June 27, 1998 at 10:00 a.m. Eastern
time at the Marriott Copley Place, 110 Huntington Avenue, Boston, Massachusetts
02116, and at any adjournment(s) thereof.
The Meeting has been called for the following purposes:
1. To approve or disapprove amendments to the investment advisory
agreement (the "Investment Advisory Agreement") between the
Fund and Dessauer & McIntyre Asset Management, Inc. ("Dessauer
& McIntyre");
2. To elect six (6) Trustees to hold office until the election
and qualification of their successors;
3. To ratify or reject the selection of Ernst & Young LLP as
independent auditors of the Fund; and
4. To transact such other business as may properly come before
the Meeting or any adjournment(s) thereof.
Even if you sign and return the accompanying proxy, you may revoke it
by giving written notice of such revocation to the Secretary of the Fund prior
to the Meeting or by delivering a subsequently dated proxy or by attending and
voting at the Meeting in person. In the event that a shareholder signs and
returns the proxy ballot, but does not indicate a choice as to any of the items
on the proxy ballot, the proxy attorneys will vote those shares of beneficial
interest ("shares") in favor of such proposal(s).
The cost of preparing and mailing the notice of meeting, the proxy
card, this proxy statement, and any additional proxy solicitation material has
been or is to be borne by the Fund. Proxy solicitations
<PAGE>
will be made primarily by mail, but may also be made by telephone, telegraph,
facsimile, or personal interview conducted by certain officers or employees of
the Fund, Dessauer & McIntyre, the Fund's administrator and their affiliates,
none of whom will receive compensation therefor. The Fund has retained ADP, a
professional proxy solicitation firm, to assist in the solicitation of proxies.
The cost of the proxy solicitation services is expected to be approximately
$5,000. In return for compensation from the Fund, ADP will request that
shareholders of the Fund submit their proxies, and may do so by mail, telephone,
telegraph, facsimile, or personal interview.
The Board of Trustees has fixed the close of business on April 30, 1998
as the record date for the determination of the shareholders entitled to notice
of, and to vote at, the Meeting or any adjournment(s) thereof (the "Record
Date"). As of the Record Date, there were approximately 6,050,203.508
outstanding shares of the Fund. The holders of each share of the Fund shall be
entitled to one vote for each full share and a fractional vote for each
fractional share. As of April 30, 1998, the following shareholders owned,
directly or indirectly, 5% or more of the Fund's outstanding shares:
Name and Address Number of Shares Percent
of Beneficial Owner Beneficially Owned of Fund
------------------- ------------------ -------
CEDE & Co./1/ 5,820,494 96.2%
c/o The Depository Trust
Company
P.O. Box 20
Bowling Green Station
New York, NY 10004
A copy of the Fund's annual report for the fiscal year ended March 31,
1998 may be received, free of charge, by calling the Fund, toll free, at
800-426-5523.
Approval of the amended Investment Advisory Agreement (Proposal 1) for
the Fund will require the affirmative vote of a "majority of the outstanding
voting securities" of the Fund, which for this purpose means the affirmative
vote of the lesser of (1) more than 50% of the outstanding shares of the Fund,
or (2) 67% or more of the shares of the Fund present at the Meeting, if the
holders of more than 50% of the outstanding shares of the Fund are present or
represented by proxy at the Meeting. The election of Trustees (Proposal 2) will
require the affirmative vote of a plurality of the votes cast at the Meeting in
person or by proxy. The ratification of the selection of Ernst & Young LLP as
independent auditors (Proposal 3) will require the affirmative vote of a
majority of the votes cast at the Meeting in person or by proxy, provided that a
quorum is present at the Meeting.
One-third of the shares outstanding and entitled to vote, either in
person or by proxy, shall constitute a quorum. For purposes of determining the
presence of a quorum and counting votes on the matters presented, shares
represented by abstentions and "broker non-votes" will be counted as present,
but not as votes cast, at the Meeting. Under the Investment Company Act of 1940,
as amended (the "1940 Act"), the affirmative vote necessary to approve a matter
under consideration may be determined
- ----------
/1/ Cede & Co. is the nominee account for many individual shareholder accounts;
the Fund is not aware of the size or identity of any individual accounts.
2
<PAGE>
with reference to a percentage of votes present at the Meeting, which would have
the effect of treating abstentions and non-votes as if they were votes against
the proposal.
If the proposals are approved, it is anticipated that they will become
effective as soon as practical after shareholder approval.
PROPOSAL 1
APPROVAL OR DISAPPROVAL OF AMENDED
INVESTMENT ADVISORY AGREEMENT
INTRODUCTION
Dessauer & McIntyre provides investment advisory services to the Fund
pursuant to an Investment Advisory Agreement dated May 23, 1997, with the Fund.
Under the Investment Advisory Agreement, the Fund currently pays Dessauer &
McIntyre an advisory fee at an annual rate equal to .60% of the Fund's average
weekly net assets for the Fund's then current fiscal year.
Prior to January 21, 1998, the Fund was co-managed by Guinness Flight
Investment Management, Ltd. ("Guinness Flight") and Dessauer & McIntyre. On
January 21, 1998, the Board of Trustees approved a change in management of the
Fund and Guinness Flight resigned as co-manager of the Fund. As co-manager of
the Fund, Guinness Flight had been responsible for managing the portion of the
Fund's assets allocated to Asia and Japan, while Dessauer & McIntyre had been
responsible for managing the portion of the Fund's assets allocated to North
America and Western Europe. As of the date of Guinness Flight's resignation,
management of the entire portfolio of the Fund became the sole responsibility of
Dessauer & McIntyre. The Allocation Committee, which had consisted of
representatives of Dessauer & McIntyre and Guinness Flight who were responsible
for allocating the Fund's assets among the markets in which it could invest, has
been disbanded as of the date of Guinness Flight's resignation.
AMENDMENTS TO THE INVESTMENT ADVISORY AGREEMENT
The following paragraphs summarize the material amendments to the
Investment Advisory Agreement, which shareholders of the Fund are being asked to
approve. A copy of the proposed Investment Advisory Agreement, as amended, is
attached hereto as Exhibit A. This discussion is qualified by the provisions of
the complete Investment Advisory Agreement which should be read in conjunction
with the following.
a. CHANGE OF INVESTMENT ADVISORY FEE
Under the terms of the current Investment Advisory Agreement between
the Fund and Dessauer & McIntyre, the Fund pays Dessauer & McIntyre an advisory
fee at an annual rate of .60% of the Fund's average weekly net assets for the
Fund's then-current fiscal year. Prior to the resignation of Guinness Flight as
co-manager of the Fund, the Fund paid Guinness Flight pursuant to a separate
investment advisory agreement between the Fund and Guinness Flight an advisory
fee at an annual rate of .40% of the Fund's average weekly net assets, for a
total advisory fee of 1% paid by the Fund.
3
<PAGE>
If shareholders approve the amended Investment Advisory Agreement, the
Fund will pay Dessauer & McIntyre a portion of the advisory fee previously paid
to Guinness Flight, for a total advisory fee paid to Dessauer & McIntyre at an
annual rate of 0.75% of the Fund's average weekly net assets. The Board of
Trustees believes that an increase in the advisory fee paid to Dessauer &
McIntyre is appropriate in light of Dessauer & McIntyre's additional
responsibilities with respect to the management of the Fund following the
resignation of Guinness Flight. The total advisory fee of 0.75% paid by the Fund
to Dessauer & McIntyre will be less than the total advisory fees of 1% paid by
the Fund to Dessauer & McIntyre and Guinness Flight under the original
Investment Advisory Agreement with Dessauer & McIntyre and the investment
advisory agreement with Guinness Flight.
The Investment Adviser. Dessauer & McIntyre is a registered investment
adviser located at 5 Bay State Court, P.O. Box 1689, Orleans, Massachusetts
02653. As of March 31, 1998, Dessauer & McIntyre managed $411.8 million in both
U.S. and international assets for its clients.
Dessauer & McIntyre supervises and assists in the overall management of
the Fund's affairs under the Investment Advisory Agreement subject to the
overall authority of the Fund's Board of Trustees in accordance with Delaware
law. John P. Dessauer and Thomas P. McIntyre, principals of Dessauer & McIntyre,
manage the Fund's portfolio.
Mr. Dessauer has more than 25 years experience as an investment
professional. In the 1970s, Mr. Dessauer was a senior investment officer in
Europe for Citibank and was responsible for managing all of Citibank's European
money management services for four years. He later served as a member of the
investment policy committee of a German private bank in Dusseldorf. Mr. Dessauer
has experience in foreign currencies, international stocks, and international
bonds. He founded John Dessauer's Investor's World, an investment newsletter
with a circulation of approximately 90,000 as of March 31, 1998, in order to
bring professional, international money management services within the reach of
individual investors. Mr. Dessauer also is a regular panelist on "Wall Street
Week with Louis Rukeyser," and the author of two books on international
investing, Passport to Profits and International Strategies for American
Investors.
Mr. McIntyre joined Dessauer & McIntyre in 1989 and became President in
1992. For two years prior to joining Dessauer, he served as an assistant
treasurer for the National Association of Securities Dealers, Inc. and was
responsible for their $84 million fixed-income portfolio. He previously served
as Vice President and Controller for a $140 million closed-end equity fund. Mr.
McIntyre graduated from Notre Dame University (with high honors) in 1977 with a
degree in economics and went on to earn an M.B.A. from Notre Dame in 1979. Mr.
McIntyre is a Certified Public Accountant and a Chartered Financial Analyst with
over 15 years experience in financial analysis and portfolio management.
The following persons are trustees and/or senior officers of Dessauer &
McIntyre: John P. Dessauer, Chairman; Thomas P. McIntyre, President. The
business address of each of the trustees and officers is 5 Bay State Court, P.O.
Box 1689, Orleans, Massachusetts 02653.
The following are the trustees and/or senior officers of the Fund who
are affiliated with Dessauer & McIntyre: John P. Dessauer, Chairman of the Board
of Trustees; Thomas P. McIntyre, President and Trustee.
4
<PAGE>
The Advisory Fees. For the period from May 30, 1997 (commencement of
investment operations) through March 31, 1998, the investment advisory fees paid
to Dessauer & McIntyre amounted to $353,669 and the investment advisory fees
paid to Guinness Flight amounted to $178,760.
B. OTHER CHANGES TO THE INVESTMENT ADVISORY AGREEMENT
The Board of Trustees approved several other changes to the Investment
Advisory Agreement which reflect the resignation of Guinness Flight as
co-manager of the Fund and the management of the entire portfolio of the Fund by
Dessauer & McIntyre. The amendments delete all references to Guinness Flight and
the disbanded Allocation Committee and clarify Dessauer & McIntyre's present
activities and obligations as sole manager of the Fund's portfolio. The
amendments will not materially affect the way in which Dessauer & McIntyre
manages the Fund in the future or result in additional costs to shareholders. In
addition, the amendments will not result in a significant benefit to Dessauer &
McIntyre or its affiliates. In approving the amendments, the Board of Trustees
considered that the amendments merely reflect the current operation of the Fund,
and concluded that the amendments are in the best interests of the shareholders
of the Fund.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
Approval of the amended Investment Advisory Agreement will require the
affirmative vote of a "majority of the outstanding voting securities" of the
Fund, which, for this purpose, means the affirmative vote of the lesser of (1)
more than 50% of the outstanding shares of the Fund, or (2) 67% or more of the
shares of the Fund present at the Meeting if more than 50% of the outstanding
shares of the Fund are represented at the Meeting in person or by proxy. If the
shareholders of the Fund do not approve the amended Investment Advisory
Agreement, the Board will take such further action as it may deem to be in the
best interests of the Fund's shareholders.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL.
PROPOSAL 2
ELECTION OF TRUSTEES
It is proposed that shareholders elect as trustees the individuals (the
"Nominees") listed below, each to serve until their successors have been elected
and shall have qualified. The Board of Trustees will consist of six Trustees. If
authority is granted on the accompanying proxy to vote in the election of
Trustees, it is the intention of the persons named in the proxy to vote at the
Meeting for the election of the Nominees named below, each of whom has consented
to serve if elected. If any of the Nominees is unavailable to serve for any
reason, the persons named as proxies will vote for such other Nominee or
Nominees selected by the Board of Trustees or the Board may reduce the number of
Trustees as provided in the Fund's By-Laws. The Fund currently knows of no
reason why any of the Nominees listed below will be unable to serve if elected.
5
<PAGE>
NOMINEES FOR ELECTION TO THE BOARD OF TRUSTEES
<TABLE>
<CAPTION>
Shares Owned
Nominee's Name Principal Occupation (s) Year First Became Beneficially April
Address*** and Age During Past 5 Years A Trustee 30, 1998**
- ------------------ ------------------- --------- ----------
<S> <C> <C> <C>
*John P. Dessauer, 62 Chairman, Dessauer & 1997 13,264
McIntyre Asset
Management, Inc.
*Thomas P. McIntyre, 42 President, Dessauer & 1997 7,147
McIntyre Asset
Management, Inc.
Max A. Fischer, 60 Independent Financial 1997 0
Consultant; General
Manager, Shearson
Lehman Brothers Bank
(Switzerland)
Ingrid R. Hendershot, 40 President, Hendershot 1997 700
Investments; Vice
President, Financial
Analyst, Growth Stock
Outlook, Inc.; Vice
President, The
Washington Society of
Investment Analysts, Inc.
Kevin A. Melich, 54 Partner, Chartwell 1997 0
Investment Partners;
Portfolio Manager,
Delaware Investment
Advisers; Trustee,
Chartwell Dividend &
Income Fund
J. Brooks Reece, 51 Vice President, Sales & 1997 0
Marketing, Adcole
Corporation; Trustee,
Guinness Flight
Investment Funds
</TABLE>
- ------------
* An "interested person" of the Trust, as defined by Section 2(a)(19) of the
1940 Act.
** Beneficial ownership is defined in accordance with the rules of the
Securities and Exchange Commission and means generally the power to vote or
dispose of shares, regardless of any economic interest therein.
*** The address of each Nominee is 5 Bay State Court, P.O. Box 1689, Orleans
Massachusetts 02653.
The six Nominees for election to the Board of Trustees also serve as
the current Trustees and principal executive officers of the Fund. The Board of
Trustees met three times during the period May 30, 1997 through March 31, 1998
and each of the Trustees attended at least 75% of those meetings. The
6
<PAGE>
Board has an Audit Committee and a Valuation Committee, each consisting of Max
A. Fischer, Ingrid R. Hendershot, Kevin A. Melich and J. Brooks Reece, Jr. The
Audit Committee is responsible for reviewing the scope and results of the Fund's
annual audit with the Fund's independent accountants and for recommending the
engagement of the independent accountants. The Valuation Committee is
responsible for the valuation of the Fund's assets. The Audit and Valuation
Committees did not meet during the period May 30, 1997 through March 31, 1998.
REMUNERATION OF TRUSTEES AND CERTAIN EXECUTIVE OFFICERS
Each Trustee except John P. Dessauer and Thomas P. McIntyre is
reimbursed for expenses incurred in attending each meeting of the Board of
Trustees or any committee thereof. Each Trustee except John P. Dessauer and
Thomas P. McIntyre receives a fee for serving on the Board of Trustees of the
Fund.
Set forth below is information regarding compensation paid or accrued
for the fiscal year ended March 31, 1998 for each Trustee:
<TABLE>
<CAPTION>
=================================================================================================================================
Pension or Total Compensation
Retirement Benefits Estimated Annual From Number of
Aggregate Accrued as Part of Benefits Upon Fund and Fund Directorships
Name of Trustee Compensation from Fund Fund Expenses Retirement Complex in Fund Complex
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John P. Dessauer $0 $0 $0 $0 1
- ---------------------------------------------------------------------------------------------------------------------------------
Thomas P. McIntyre $0 $0 $0 $0 1
- ---------------------------------------------------------------------------------------------------------------------------------
Max A. Fischer $3,750 $0 $0 $3,750 1
- ---------------------------------------------------------------------------------------------------------------------------------
Ingrid K. Hendershot $3,750 $0 $0 $3,750 1
- ---------------------------------------------------------------------------------------------------------------------------------
Kevin A. Melich $3,750 $0 $0 $3,750 1
- ---------------------------------------------------------------------------------------------------------------------------------
J. Brooks Reece $3,750 $0 $0 $3,750 1
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
The election of the Nominees to the Board of Trustees will require the
affirmative vote of a plurality of the votes cast at the meeting in person or by
proxy.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE ELECTION OF NOMINEES TO THE BOARD
OF TRUSTEES.
PROPOSAL 3
RATIFICATION OR REJECTION OF
INDEPENDENT AUDITORS
The Board of Trustees, including a majority of the Trustees who are not
interested persons of the Fund, unanimously appointed Ernst & Young LLP, as
independent auditors to examine and to report on the financial statements of the
Fund for the fiscal year ending March 31, 1999. Such appointment was expressly
conditioned upon the right of the Fund by a vote of the majority of the
outstanding voting securities at any meeting called for the purpose to terminate
such employment. The Board's selection of Ernst & Young LLP is hereby submitted
to shareholders for ratification.
7
<PAGE>
Ernst & Young LLP has served as the independent auditors for the Fund
during its most recent fiscal period ended March 31, 1998. Services performed by
Ernst & Young LLP during such time have included the audit of the financial
statements of the Fund and services related to filings of the Fund with the
Securities and Exchange Commission. Ernst & Young LLP has informed the Fund that
neither Ernst & Young LLP nor any of its partners has any direct or material
indirect financial interest in the Fund. Representatives of Ernst & Young LLP
are not expected to be present at the Meeting but have been given the
opportunity to make a statement if they so desire, and will be available by
telephone should any matter arise requiring their participation.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
Approval of the selection of Ernst & Young LLP as independent auditors
to examine and report on the financial statements of the Fund for the fiscal
year ending March 31, 1999 will require the affirmative vote of a majority of
the votes cast at the Meeting in person or by proxy, provided that a quorum is
present at the Meeting.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL.
OTHER INFORMATION
Voting Information and Discretion of the Persons Named as Proxies.
While the Meeting is called to act upon any other business that may properly
come before it, at the date of this proxy statement the only business which
management intends to present or knows that others will present is the business
mentioned in the Notice of Meeting. If any other matters lawfully come before
the Meeting, and in all procedural matters at the Meeting, it is the intention
that the enclosed proxy shall be voted in accordance with the best judgment of
the attorneys named therein, or their substitutes, present and acting at the
Meeting.
If at the time any session of the Meeting is called to order a quorum
is not present, in person or by proxy, the persons named as proxies may vote
those proxies which have been received to adjourn the Meeting to a later date.
In the event that a quorum is present but sufficient votes in favor of one or
more of the proposals have not been received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies with respect to any such proposal. All such adjournments will require
the affirmative vote of a majority of the shares present in person or by proxy
at the session of the Meeting to be adjourned. The persons named as proxies will
vote those proxies which they are entitled to vote in favor of the proposal, in
favor of such an adjournment, and will vote those proxies required to be voted
against the proposal, against any such adjournment. A vote may be taken on one
or more of the proposals in this proxy statement prior to any such adjournment
if sufficient votes for its approval have been received and it is otherwise
appropriate. Any adjourned session or sessions may be held within a reasonable
time after the date set for the original Meeting without the necessity of
further notice.
Submission of Proposals for the Next Annual Meeting of the Fund. Under
the Fund's Trust Instrument and By-Laws, annual meetings of shareholders are
required to be held annually so long as such annual meetings are required by the
New York Stock Exchange or other exchanges or trading system upon which shares
of the Fund are principally traded. A shareholder proposal intended to be
presented at any meeting hereafter called should be sent to the Fund at 5 Bay
State Court, P.O. Box 1689, Orleans, Massachusetts 02653, and must be received
by the Fund within a reasonable time before the solicitation
8
<PAGE>
relating thereto is made in order to be included in the notice or proxy
statement related to such meeting. The submission by a shareholder of a proposal
for inclusion in a proxy statement does not guarantee that it will be included.
Shareholder proposals are subject to certain regulations under federal
securities law.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. IF YOU DO NOT EXPECT TO
ATTEND THE MEETING, PLEASE SIGN YOUR PROXY CARD PROMPTLY AND RETURN IT IN THE
ENCLOSED ENVELOPE TO AVOID UNNECESSARY EXPENSE AND DELAY. NO POSTAGE IS
NECESSARY IF MAILED IN THE UNITED STATES.
By Order of the Board of Trustees,
________________________
Linda R. Reed, Secretary
9
<PAGE>
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
BETWEEN
THE DESSAUER GLOBAL EQUITY FUND
AND
DESSAUER & MCINTYRE ASSET MANAGEMENT, INC.
INVESTMENT ADVISORY AGREEMENT, dated as of ________, 1998, by and
between THE DESSAUER GLOBAL EQUITY FUND, a Delaware business trust (the "Fund"),
and DESSAUER & MCINTYRE ASSET MANAGEMENT, INC. ( "Dessauer & McIntyre").
W I T N E S S E T H
WHEREAS, the Fund is engaged in business as a closed-end investment
company registered under the Investment Company Act of 1940 (collectively with
the rules and regulations promulgated thereunder, the "Act"); and
WHEREAS, Dessauer & McIntyre is an investment adviser under the
Investment Advisers Act of 1940, as amended, and engages in the business of
acting as an investment adviser; and
WHEREAS, the Fund wishes to engage Dessauer & McIntyre to provide
certain investment advisory services for the Fund, and Dessauer & McIntyre is
willing to provide such services for the Fund on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, it is hereby agreed by and between the parties hereto as
follows:
I. Appointment.
Dessauer & McIntyre agrees, all as more fully set forth herein, to act
as investment adviser to the Fund with respect to the investment of its assets
and to supervise and arrange the purchase of securities for and the sale of
securities held in the portfolio of the Fund.
II. Duties and Obligations of Dessauer & McIntyre With Respect to the
Investment of Assets of the Fund.
10
<PAGE>
(a) Subject to the succeeding provisions of this section and subject to
the direction and control of the Board of Trustees of the Fund, Dessauer &
McIntyre shall:
(i) monitor continuously the investment program of the Fund and
the composition of its portfolio;
(ii) determine what securities shall be purchased or sold for the
portfolio of the Fund;
(iii)arrange for the purchase and the sale of securities held in
the portfolio of the Fund;
(iv) provide information to the Board of Trustees regarding the
portfolio of the Fund; and
(v) supervise, together with the Administrator, the operations
of the Fund.
(b) Any services furnished by Dessauer & McIntyre under this section
shall at all times conform to, and be in accordance with, any requirements
imposed by:
(i) the provisions of the Act;
(ii) any other applicable provisions of state and Federal law;
(iii) the provisions of the Fund's Declaration of Trust and
By-Laws, as amended from time to time;
(iv) any policies and determinations of the Board of Trustees of
the Fund; and
(v) the fundamental policies of the Fund, as reflected in its
Registration Statement under the Act, as amended from time
to time.
(c) Dessauer & McIntyre shall give the Fund the benefit of its best
judgment and effort in rendering services hereunder, and in connection therewith
Dessauer & McIntyre shall not be liable to the Fund or its security holders for
any error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in the execution of portfolio transactions
for the Fund, except for wilful misfeasance, bad faith or gross negligence in
the performance of its duties, or by reason of reckless disregard of its
obligations and duties hereunder. As used in this subsection (c), the term
"Dessauer & McIntyre" shall include board members, officers and employees of
Dessauer & McIntyre as well as the entity referred to as "Dessauer & McIntyre"
itself.
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(d) Nothing in this Agreement shall prevent Dessauer & McIntyre or any
affiliated person (as defined in the Act) of Dessauer & McIntyre from acting as
investment adviser or manager for any other person, firm or corporation
(including other investment companies) and shall not in any way limit or
restrict Dessauer & McIntyre or any such affiliated person from buying, selling
or trading any securities for its or their own accounts or for the accounts of
others for whom it or they may be acting; provided, however, that Dessauer &
McIntyre expressly represents that it will undertake no activities which, in its
judgment, will adversely affect the performance of its obligations to the Fund
under this Agreement. Dessauer & McIntyre agrees that it will not deal with
itself, or with the Trustees of the Fund or the Fund's principal underwriter or
distributor, as principals in making purchases or sales of securities or other
property for the account of the Fund, except as permitted by the Act, and will
comply with all other provisions of the Fund's Declaration of Trust and By-Laws
and the then-current prospectus and statement of additional information
applicable to the Fund relative to Dessauer & McIntyre and its board members and
officers.
(e) The Fund will supply Dessauer & McIntyre with certified copies of
the following documents: (i) the Fund's Declaration of Trust and By-Laws, as
amended; (ii) resolutions of the Fund's Board of Trustees and shareholders
authorizing the appointment of Dessauer & McIntyre and approving this Agreement;
(iii) the Fund's Registration Statement, as filed with the Securities and
Exchange Commission; and (iv) the Fund's most recent prospectus and statement of
additional information. The Fund will furnish Dessauer & McIntyre promptly with
copies of all amendments or supplements to the foregoing, if any, and all
documents, notices and reports filed with the Securities and Exchange
Commission.
(f) The Fund will supply, or cause its custodian bank to supply, to
Dessauer & McIntyre such financial information as is necessary or desirable for
the functions of Dessauer & McIntyre hereunder.
III. Broker-Dealer Relationships.
Dessauer & McIntyre is responsible for decisions to buy and sell
securities for the portfolio of the Fund, broker-dealer selection and
negotiation of its brokerage commission rates. Dessauer & McIntyre's primary
consideration in effecting a security transaction will be execution at the most
favorable price. The Fund understands that many of the Fund's portfolio
transactions will be transacted with primary market makers acting as principal
on a net basis, with no brokerage commissions being paid by the Fund. Such
principal transactions may, however, result in a profit to the market makers. In
certain instances, Dessauer & McIntyre may make purchases of underwritten issues
at prices which include underwriting fees. In selecting a broker or dealer to
execute each particular transaction, Dessauer & McIntyre will take the following
into consideration: the best price available; the reliability, integrity and
financial condition of the broker or dealer; the size of and difficulty in
executing the order; and the value of the expected contribution of the broker or
dealer to the investment performance of the Fund on a continuing basis.
Accordingly, the price to the Fund in any transaction may be less favorable than
that available from another broker or dealer if the difference is reasonably
justified by other aspects of the portfolio execution services offered. Subject
to such policies as the Board of Trustees may determine, Dessauer & McIntyre
shall not be deemed to have
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acted unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Fund to pay a broker or
dealer that provides brokerage and research services to Dessauer & McIntyre an
amount of commission for effecting a portfolio investment transaction in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction, if Dessauer & McIntyre determines in good faith that
such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or Dessauer & McIntyre's overall
responsibilities with respect to the Fund. Dessauer & McIntyre is further
authorized to allocate the orders placed by it on behalf of the Fund to an
affiliated broker-dealer, if any, or to such brokers and dealers who also
provide research or statistical material, or other services to the Fund (which
material or services may also assist Dessauer in rendering services to other
clients). Such allocation shall be in such amounts and proportions as Dessauer &
McIntyre shall determine and Dessauer & McIntyre will report on said allocations
regularly to the Board of Trustees of the Fund indicating the brokers to whom
such allocations have been made and the basis therefor.
IV. Allocation of Expenses.
Dessauer & McIntyre agrees that it will furnish the Fund, at its
expense, all office space and facilities, equipment and clerical personnel
necessary for carrying out its duties under this Agreement. Dessauer & McIntyre
agrees that it will supply to the Administrator of the Fund all necessary
financial information in connection with the Administrator's duties under any
agreement between the Administrator and the Fund on behalf of the Fund. All
costs and expenses associated with any administrative functions delegated by
Dessauer & McIntyre to the Administrator that are not pursuant to any agreement
between the Administrator and the Fund or Dessauer & McIntyre and the Fund will
be paid by Dessauer & McIntyre. All other costs and expenses not expressly
assumed by Dessauer & McIntyre under this Agreement or by the Administrator
under the Administration Agreement between it and the Fund on behalf of the Fund
shall be paid by the Fund from the assets of the Fund, including, but not
limited to (i) fees paid to Dessauer & McIntyre and the Administrator; (ii)
interest and taxes; (iii) brokerage commissions; (iv) insurance premiums; (v)
compensation and expenses of the trustees other than those affiliated with
Dessauer & McIntyre or the Administrator; (vi) legal, accounting and audit
expenses; (vii) fees and expenses of any transfer agent, distributor, registrar,
dividend disbursing agent or shareholder servicing agent of the Fund; (viii)
expenses, including clerical expenses, incident to the issuance, redemption or
repurchase of shares of the Fund, including issuance on the payment of, or
reinvestment of, dividends; (ix) fees and expenses incident to the registration
under Federal or state securities laws of the Fund or its shares; (x) expenses
of preparing, setting in type, printing and mailing prospectuses, statements of
additional information, reports and notices and proxy material to shareholders
of the Fund; (xi) all other expenses incidental to holding meetings of the
Fund's trustees and shareholders; (xii) expenses connected with the execution,
recording and settlement of portfolio securities transactions; (xiii) fees and
expenses of the Fund's custodian for all services to the Fund, including
safekeeping of funds and securities and maintaining required books and accounts;
(xiv) expenses of calculating net asset value of the shares of the Fund; (xv)
industry membership fees allocable to the Fund; and (xvi) such extraordinary
expenses as may arise, including litigation affecting the Fund and the legal
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obligations which the Fund may have to indemnify the officers and directors with
respect thereto.
V. Compensation of Dessauer & McIntyre.
For the services to be rendered, the Fund shall pay to Dessauer &
McIntyre from the assets of the Fund an investment advisory fee paid monthly at
an annual rate equal to 0.75% of the Fund's average weekly net assets for the
Fund's then-current fiscal year. Except as hereinafter set forth, compensation
under this Agreement shall be calculated and accrued daily and the amounts of
the daily accruals shall be paid monthly. If the Agreement becomes effective
subsequent to the first day of a month or shall terminate before the last day of
a month, compensation for that part of the month this Agreement is in effect
shall be pro rated in a manner consistent with the calculation of the fees as
set forth above. Payment of Dessauer & McIntyre's compensation for the preceding
month shall be made within five days after the end of that month.
VI. Duration, Amendment and Termination.
(a) This Agreement shall go into effect as to the Fund on the date set
forth above (the "Effective Date") and shall, unless terminated as hereinafter
provided, continue in effect for two years from the Effective Date and shall
continue from year to year thereafter, but only so long as such continuance is
specifically approved at least annually by the Board of Trustees of the Fund,
including the vote of a majority of the trustees who are not parties to this
Agreement or "interested persons" (as defined in the Act) of any such party cast
in person at a meeting called for the purpose of voting on such approval, or by
the vote of the holders of a "majority" (as so defined) of the outstanding
voting securities of the Fund and by such a vote of the trustees.
(b) This Agreement may be amended only if such amendment is approved by
the vote of the holders of a "majority" (as defined in the Act) of the
outstanding voting securities of the Fund.
(c) This Agreement may be terminated by Dessauer & McIntyre at any time
without penalty upon giving the Fund sixty (60) days' written notice (which
notice may be waived by the Fund) and may be terminated by the Fund at any time
without penalty upon giving Dessauer & McIntyre sixty (60) days' written notice
(which notice may be waived by Dessauer & McIntyre), provided that such
termination by the Fund shall be approved by the vote of a majority of all the
trustees in office at the time or by the vote of the holders of a "majority" (as
defined in the Act) of the voting securities of the Fund at the time outstanding
and entitled to vote. This Agreement shall automatically terminate in the event
of its "assignment" (as defined in the Act).
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VII. Board of Trustees' Meeting.
The Fund agrees that notice of each meeting of the Board of Trustees of
the Fund will be sent to Dessauer & McIntyre and that the Fund will make
appropriate arrangements for the attendance (as persons present by invitation)
of such person or persons as Dessauer & McIntyre may designate.
VIII. Name.
The Fund hereby acknowledges that any and all rights in or to the name
"Dessauer" which exist on the date of this Agreement or which may arise
hereafter are, and under any and all circumstances shall continue to be, the
sole property of Dessauer & McIntyre; that Dessauer & McIntyre may assign any or
all of such rights to another party or parties without the consent of the Fund;
and that Dessauer & McIntyre may permit other parties, including other
investment companies, to use the word "Dessauer" in their names. If Dessauer &
McIntyre, or its assignee as the case may be, ceases to serve as an adviser to
the Fund, the Fund hereby agrees to take promptly any and all actions which are
necessary or desirable to change its name and the name of the Fund so as to
delete the word "Dessauer".
IX. Notices.
Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice.
X. Questions of Interpretation.
Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the Act, as amended, shall be resolved by reference to such term or provision
of the Act and to interpretations thereof, if any, by the United States Courts
or in the absence of any controlling decision of any such court, by rules,
regulations or orders of the Securities and Exchange Commission issued pursuant
to said Act. In addition, where the effect of a requirement of the Act,
reflected in any provision of this Agreement, is revised by rule, regulation or
order of the Securities and Exchange Commission, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
12. This Agreement shall be construed in accordance with the laws of
the State of Delaware, without regard to the conflicts of law provisions
thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered on their behalf by the undersigned, thereunto duly
authorized, all as of the day and year first above written.
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THE DESSAUER GLOBAL EQUITY FUND
By_______________________________
Title:
DESSAUER & MCINTYRE ASSET MANAGEMENT, INC.
By_______________________________
Title:
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THE DESSAUER GLOBAL EQUITY FUND
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The Dessauer Global
Equity Fund (the "Fund") for use at an Annual Meeting of Shareholders to be held
at the Marriott Copley Place, 110 Huntington Avenue, Boston, Massachusetts 02116
on June 27, 1998 at 10:00 a.m. Eastern time.
The undersigned hereby appoints John P. Dessauer and Thomas P.
McIntyre, and each of them, with full power of substitution, as proxies of the
undersigned to vote at the above-stated Annual Meeting, and at all adjournments
thereof, all shares of beneficial interest of the Fund that are held of record
by the undersigned on the record date for the Annual Meeting, upon the following
matters:
Please mark box in blue or black ink.
ITEM 1. Vote on Proposal to approve an amended investment advisory agreement
between the Fund and Dessauer & McIntyre Asset Management, Inc. to take
effect as soon as practicable after approval by shareholders.
FOR AGAINST ABSTAIN
|_| |_| |_|
ITEM 2. Votes on Proposal to elect six trustees to serve as members of the
Board of Trustees of the Fund. The nominees are: John P. Dessauer,
Thomas P. McIntyre, Max A. Fischer, Ingrid R. Hendershot, Kevin Melich
and J. Brooks Reece.
FOR ALL
FOR WITHHOLD EXCEPT
|_| |_| |_|
TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL
NOMINEE, MARK THE "FOR
ALL EXCEPT" BOX, AND
STRIKE A LINE THROUGH THE
NOMINEE'S NAME IN THE
LIST ABOVE.
ITEM 3. Vote on Proposal to ratify the selection of Ernst & Young LLP as
independent auditors of the Fund.
FOR AGAINST ABSTAIN
|_| |_| |_|
- --------------------------------------------------------------------------------
Every properly signed proxy will be voted in the manner specified
thereon and, in the absence of specification, will be treated as
GRANTING authority to vote FOR Proposal 1, to elect the slate of six
nominees to serve as members of the Board of Trustees of the Trust and
to ratify the selection of Ernst & Young LLP as independent auditors of
the Fund.
Receipt of a Combined Notice of Annual Meeting and Proxy Statement is
hereby acknowledged.
PLEASE SIGN, DATE AND RETURN PROMPTLY
--------------------------------------------
Sign here exactly as name(s) appears hereon
--------------------------------------------
Dated:________________________________, 1998
IMPORTANT: Joint owners must EACH sign.
When signing as attorney, executor,
administrator, trustee, guardian or
corporate officer, please give your full
title as such.
