As filed, via EDGAR, with the Securities and Exchange Commission
on May 19, 1999.
File No.:333-63753
ICA No.: 811-7691
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 of the
|_| Definitive proxy statement Commission Only (as
|_| Definitive additional materials 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)
Aviva L. Grossman
(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 FOR THE INFORMATION OF
THE SECURITIES AND EXCHANGE COMMISSION ONLY
THE DESSAUER GLOBAL EQUITY FUND
4 Main Street
Orleans, Massachusetts 02653
(508) 255-1651
Notice of Special Meeting of Shareholders
to be held June __, 1999
You are invited to attend a Special Meeting of the shareholders (the
"Meeting") of The Dessauer Global Equity Fund (the "Fund"), a Delaware business
trust, on June __, 1999 at 10:00 Eastern time at [______________________]. At
the Meeting, we will ask shareholders to vote on:
1. A proposal to approve a new investment advisory agreement for the
Fund;
2. A proposal to clarify the Fund's fundamental investment restriction
regarding borrowing; and
3. Any other business properly brought before the Meeting or any
adjournment(s) thereof.
Any shareholder who owned shares of the Fund on April 30, 1999 (the
"Record Date") will receive notice of the Meeting and will be entitled to vote
at the Meeting or any and all adjournment(s) of the Meeting. Please read the
full text of the Proxy Statement for a complete understanding of the proposals.
Dated: June ___, 1999
By Order of the Board of Trustees,
Linda R. Reed, Secretary
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 FOR THE INFORMATION OF
THE SECURITIES AND EXCHANGE COMMISSION ONLY
THE DESSAUER GLOBAL EQUITY FUND
PROXY STATEMENT
Dated June __, 1999
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD
June __, 1999
GENERAL INFORMATION
This is a proxy statement for The Dessauer Global Equity Fund (the
"Fund"), a Delaware business trust. The Trustees of the Fund are soliciting your
proxy for a Special Meeting of Shareholders (the "Meeting") to approve proposals
that have already been approved by the Trustees. The Meeting will be held on
June __, 1999 at 10:00 a.m. Eastern time at [_________________________________].
The Meeting has been called for the following purposes:
1. To approve a new investment advisory agreement for the Fund;
2. To clarify the Fund's fundamental investment restriction regarding
borrowing; and
3. To transact such other business as may properly come before the
Meeting or any adjournment(s) thereof.
You should read this entire Proxy Statement before voting. If you have
any questions, please call us at 800-560-0086.
We are first mailing this Proxy Statement, Notice of Meeting and Proxy
Card to Shareholders on or about June ___, 1999.
The Fund is required by federal law to file reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC").
The SEC maintains a Web site that contains information about the Fund. Any such
proxy material, reports and other information can be inspected and copied at the
public reference facilities of the SEC, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the SEC's New York Regional Office, Seven World Trade Center, New
York, NY 10048. Copies of such materials can be obtained from the Public
Reference Branch, Office of Consumer Affairs and Information Services of the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Board of Trustees has fixed the close of business on April 30, 1999
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 5,128,744.374
outstanding shares of the Fund. The holders of each share of the Fund shall be
entitled
<PAGE>
to one vote for each full share and a fractional vote for each fractional share.
As of April 30, 1999, 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
------------------- ------------------ -------
Wheat, First Securities, Inc. 2,107,725.9590 41.10%
77 Water Street
New York, NY 10005-4401
Charles Schwab & Co., Inc. 510,057.7420 9.95%
101 Montgomery Street
San Francisco, CA 94101-4122
National Financial Services Corp.1 378,584.0000 7.38%
200 Liberty Street
1 World Financial Center
New York, NY 10281-1003
A copy of the Fund's annual report for the fiscal year ended March 31,
1999 may be received, free of charge, by calling the Fund, toll free, at
800-560-0086.
Proposal 1
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
The Fund proposes that shareholders approve a new Investment Advisory
Agreement between the Fund and its investment adviser, Dessauer & McIntyre Asset
Management, Inc. (the "Investment Adviser"). The new Investment Advisory
Agreement is identical to the prior agreement except for the execution date.
There is no change in the amount of fees the Fund would pay under this new
agreement. There is no change in the scope or amount of services the Fund
receives from the Investment Adviser under the new agreement.
The Investment Adviser is a registered investment adviser located at 4
Main Street, Orleans, Massachusetts 02653. As of March 31, 1999, the Investment
Adviser managed $411.8 million in both U.S. and international assets for its
clients. The Investment Adviser has provided investment advisory services to the
Fund since its inception pursuant to an Investment Advisory Agreement dated June
27, 1998. On that date, shareholders approved amendments to the investment
advisory contract to reflect the resignation of Guinness Flight Investment
Management, Ltd., as co-manager of the Fund. In addition, shareholders approved
a reduction in advisory fees from 1.00% to 0.75%. Under the current Investment
Advisory Agreement (as well as under the proposed agreement), the Fund pays the
Investment Adviser an advisory fee at an annual rate equal to .75% of the Fund's
average weekly net assets for the Fund's then current fiscal year. For the
period from April 1, 1998 through March 31, 1999, the investment advisory fees
paid to the Investment Adviser amounted to $574,596.00.
- --------
1 National Financial Services Corp. holds all of its shares for the exclusive
benefit of customers.
2
<PAGE>
On May 14, 1999, the current Investment Advisory Agreement between the
Fund and the Investment Adviser automatically terminated in accordance with the
Investment Company Act of 1940, as amended (the "1940 Act"), due to a change in
control of the Investment Adviser and the subsequent assignment of the
agreement. This change in control occurred because Mr. John Dessauer ceased to
be a controlling shareholder and officer of the investment adviser. Mr. Thomas
P. McIntyre now owns 100% of the Investment Adviser, and continues to manage the
Fund's portfolio as he has since May 30, 1997. Mr. McIntyre, whose business
address is 4 Main Street, Orleans, Massachusetts 02653, joined the Investment
Adviser in 1989 and became President in 1992. The resignation of Mr. Dessauer
will not effect the Fund's investment objective or policies or the way the Fund
is managed.
The new Investment Advisory Agreement, a copy of which is attached as
Exhibit A, is identical to the prior agreement except for the date of execution.
Both the current and the new Investment Advisory Agreements provide that the
investment adviser supervises and assists in the overall management of the
Fund's affairs subject to the authority of the Board of Trustees. The 1940 Act
requires that a new investment advisory agreement be separately approved by the
Board and the shareholders. On May __, 1999, the Board of Trustees approved the
new Investment Advisory Agreement noting the benefits to the Fund of continuity
of the advisory services provided by Mr.
McIntyre.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
The approval of the new Investment Advisory Agreement requires 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 new 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 RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL
Proposal 2
CLARIFICATION OF THE FUND'S
FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING BORROWING
The 1940 Act requires a registered investment company, including the
Fund, to have certain specific investment policies that can be changed only by a
vote of a majority of the company's shareholders. Investment companies may also
elect to designate other policies that may be changed only by a shareholder
vote. Both types of policies are often referred to as "fundamental investment
restrictions." These investment restrictions have been in effect since the
Fund's inception and are described in the Fund's Statement of Additional
Information. The Fund is proposing to clarify one of these investment
restrictions with regard to borrowing.
3
<PAGE>
The current investment restriction states that the Fund may not:
Borrow money or issue senior securities or pledge its assets,
except that the Fund may borrow up to 33 1/3% of the value of
its total assets from a bank (i) for temporary or emergency
purposes, including to meet redemption requests if the Fund is
operating as an open-end investment company, (ii) for such
short-term credits necessary for the clearance or settlement of
the transactions, (iii) to finance repurchase of its Shares or
(iv) to pay dividends required to be distributed in order for
the Fund to maintain its qualification as a regulated investment
company under the Code or otherwise to avoid taxation under the
Code in amounts not exceeding 5% of its total assets (including
the amount borrowed and excluding the liability for the
borrowings).
The Fund proposes to change this investment restriction to state that:
(1) The Fund may borrow money to the extent permitted under the
Investment Company Act of 1940.
(2) The Fund may not issue any senior security (as defined in the
Investment Company Act of 1940), except that the Fund may (a)
engage in transactions that result in the issuance of senior
securities to the extent permitted under applicable regulations
and interpretations of the Investment Company Act of 1940, an
exemptive order or interpretation of the staff of the Securities
and Exchange Commission; (b) acquire other securities, the
acquisition of which may result in the issuance of a senior
security, to the extent permitted under applicable regulations
or interpretations of the Investment Company Act of 1940; (c)
issue multiple classes of shares in accordance with the
regulations of the Securities and Exchange Commission; and (d)
to the extent it might be considered the issuance of a senior
security, borrow money as authorized by the Investment Company
Act of 1940.
This change will give the Fund the flexibility to borrow money and to
engage in other permitted activities related to borrowing including pledging
assets within the limits of the 1940 Act. The investment restriction is also
clarified by being separately stated, to underscore that the Fund may borrow
money to the extent permitted under the 1940 Act. In addition, the prior
investment restriction contained language that was relevant only because the
Fund was a closed-end fund. Since the Fund has converted to an open-end fund,
changing this restriction will give the Fund greater flexibility to respond to
regulatory developments and changes in the financial markets without incurring
the cost and expense of a shareholder meeting. Borrowing money to purchase
securities may place the Fund at risk and therefore the Fund has no current
intention to borrow money to purchase securities. The Fund may, however, pledge
some securities to secure the committed line of credit obtained from BankBoston,
N.A., for the purpose of meeting redemptions of shares.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
Approval of the clarification of the fundamental investment restriction
regarding borrowing requires 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.
4
<PAGE>
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL.
OTHER INFORMATION
The Principal Underwriter. The Fund's principal underwriter is First Fund
Distributors, Inc., 4455 E. Camelback Road, Suite 261E, Phoenix, Arizona 85018.
The Administrator. The Fund's Administrator is Investment Company
Administration, L.L.C., 2020 E. Financial Way, Suite 100, Glendora, California
91741.
Proxy Solicitation. The Fund will solicit shareholder proxies primarily by mail,
but may also solicit proxies by telephone, telegraph, facsimile, or person
interview conducted by certain officers or employees of the Fund, the Investment
Adviser, the Fund's administrator, and any of their affiliates, none of whom
will receive compensation therefor. The Fund may retain an outside firm to
solicit proxies on the Fund's behalf. If an outside firm is retained, the Fund
expects to pay $5,000 for proxy solicitation services.
Proxy Solicitation Costs. The Fund will pay all costs of soliciting proxies from
its own shareholders, including costs relating to the printing, mailing and
tabulation of proxies. By voting immediately, you can help the Fund avoid the
considerable expense of a second proxy solicitation.
Quorum.
In order for these proposals to be voted, the Fund must achieve a quorum. This
means that one third (1/3) of the Fund's shares must be represented at the
meeting, either in person or by proxy. All returned proxies count towards a
quorum, regardless of how they are voted. The Fund will count broker non-votes
toward a quorum, but not toward the approval of any proposal. (A broker non-vote
is a proxy from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
on a particular matter with respect to which the broker or nominee does not have
discretionary power).
If a quorum is not present when the Meeting is called to order, then the
proxy attorneys may vote those proxies that have been received to adjourn the
Meeting to a later date. If a quorum is present but sufficient votes in favor or
one or more proposals have not been received, the proxy attorneys may propose
one or more adjournments of the Meeting to permit further proxy solicitations.
All such adjournments require the affirmative vote of a majority of the shares
present at the Meeting. The proxy attorneys will vote the proxies that they are
entitled to vote in favor of the proposal, in favor of the adjournment, and
those proxies that are required to be voted against the proposal, against the
adjournment. If there are sufficient votes for the approval of one or more
proposals, a vote may be taken on those proposals prior to any such adjournment
if it is otherwise appropriate. Adjourned session or sessions may be held within
a reasonable time after June 26, 1999 without the necessity of further notice.
Returning a signed but unmarked proxy. If you sign and return the proxy ballot,
but do not indicate a choice as to any of the proposals on the proxy ballot, the
proxy attorneys will vote those shares of beneficial interest ("shares") for the
proposal(s).
5
<PAGE>
Revoking your proxy. You can revoke your proxy at any time up until the voting
results are announced. You can revoke your proxy by giving notice 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.
Other Matters. As of 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 other matters do come up, the proxies
will use their best judgment to vote on behalf of shareholders. If you do not
want the proxies to vote other matters on your behalf, you must give notice to
the Fund in writing before the meeting that the proxies are not authorized to
vote other matters on your behalf.
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 not required to be held unless necessary under the 1940 Act
(for example, when fewer than a majority of the Trustees have been elected by
shareholders). However, rules of the New York Stock Exchange, on which the
shares of the Fund were traded when it was a closed-end fund, required that the
Fund hold annual meetings. Since the Fund has converted to an open-end fund, the
Fund will no longer hold annual shareholder meetings. A shareholder proposal
intended to be presented at any meeting hereafter called should be sent to the
Fund at 4 Main Street, Orleans, Massachusetts 02653, and must be received by the
Fund within a reasonable time before the solicitation 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
6
<PAGE>
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 a Special Meeting of Shareholders to be held
at the [_______________________________________________] on June __, 1999 at
10:00 a.m. Eastern time.
The undersigned hereby appoints Thomas P. McIntyre and Robert Flynn, and
each of them, with full power of substitution, as proxies of the undersigned to
vote at the above-stated Special 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 Special Meeting, upon the following
matters:
Please mark boxes in blue or black ink.
ITEM 1. Vote on Proposal to approve the new Investment Advisory Agreement.
FOR AGAINST ABSTAIN
|_| |_| |_|
ITEM 2. Vote on Proposal to clarify the Fund's fundamental investment
restriction regarding borrowing.
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 approve the new Investment Advisory
Agreement, and FOR Proposal 2, to clarify the Fund's fundamental investment
restriction regarding borrowing.
Receipt of a Combined Notice of Special Meeting and Proxy Statement is
hereby acknowledged.
<TABLE>
<CAPTION>
PLEASE SIGN, DATE AND RETURN PROMPTLY.
<S> <C>
IMPORTANT: Joint owners must EACH ------------------------------------------
sign. When signing as attorney, Sign here exactly as name(s) appears hereon
executor, administrator, trustee,
guardian or corporate officer,
please give your full title as ------------------------------------------
such.
Dated:________________________________, 1999
7
</TABLE>
<PAGE>
Exhibit A
INVESTMENT ADVISORY AGREEMENT
between
THE DESSAUER GLOBAL EQUITY FUND
and
DESSAUER & MCINTYRE ASSET MANAGEMENT, INC.
INVESTMENT ADVISORY AGREEMENT, dated as of June __, 1999, 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:
1. 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.
<PAGE>
2. Duties and Obligations of Dessauer & McIntyre With Respect
to the Investment of Assets of the Fund.
----------------------------------------
(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
-2-
<PAGE>
members, officers and employees of Dessauer & McIntyre as well as the entity
referred to as "Dessauer & McIntyre" itself.
(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.
3. 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
-3-
<PAGE>
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 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.
4. 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
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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 obligations which the Fund may have to indemnify the
officers and directors with respect thereto.
5. 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.
6. 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 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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7. 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.
8. 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".
9. 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.
10. 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.
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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.
THE DESSAUER GLOBAL EQUITY FUND
By_________________________________________________
Title: President
DESSAUER & MCINTYRE ASSET MANAGEMENT, INC.
By_________________________________________________
Title: President
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