<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities and Exchange Act of 1934
Filed by the 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 Rule 14a-11(c) or Rule 14a-12
- --------------------------------------------------------------------------------
Orbitex Group of Funds
- --------------------------------------------------------------------------------
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 transactions 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 Rules 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>
ORBITEX Management, Inc.
410 Park Avenue, 18th Floor
New York, NY 10022
Telephone 212-891-7900
Facsimile 212-207-8464
ORBITEX Group of Funds
ORBITEX STRATEGIC NATURAL RESOURCES FUND
ORBITEX INFO-TECH AND COMMUNICATIONS FUND
ORBITEX GROWTH FUND
ORBITEX ASIAN HIGH YIELD FUND
Dear Fellow Shareholders:
I am writing to let you know that a special meeting of shareholders of the
Orbitex Strategic Natural Resources Fund, the Orbitex Info-Tech and
Communications Fund, the Orbitex Growth Fund and the Orbitex Asian High Yield
Fund (the "Funds") will be held on December 2, 1998 at 9:00 a.m. to vote on
the important proposals that affect the Funds and your investment in them.
As a shareholder, you have the opportunity to voice your opinion on these
matters. This package contains information about the proposals and the
materials to use when voting by mail. Please take the time to read the
enclosed materials and cast your vote on the white proxy card(s).
PLEASE VOTE PROMPTLY. IT IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES
YOU OWN.
This is an opportunity to voice your opinion on matters that affect the Funds.
Voting promptly helps save money. If we do not receive enough votes, we must
resolicit shareholders in an attempt to increase voter participation.
PROPOSALS THAT AFFECT THE FUNDS.
A summary of each proposal is contained in the enclosed proxy statement
beginning on page 3. Both proposals have been carefully reviewed by the Board
of Trustees. The Board of Trustees is responsible for protecting your interests
as a shareholder. The Trustees believe these proposals are in the best interest
of shareholders. They recommend that you vote for each proposal.
VOTING BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED.
We encourage you to exercise your right as a shareholder and to vote promptly.
To cast your vote, simply complete the white proxy card(s) enclosed in the
package. Be sure to sign the card(s) before mailing it in the postage-paid
envelope provided.
If you have any questions before you vote, please call us at 1-888-ORBITEX.
We'll be glad to help you get your vote in quickly. Thank you for your
participation.
Sincerely,
James L. Nelson,
President of Orbitex Group of Funds
<PAGE>
ORBITEX GROUP OF FUNDS
410 PARK AVENUE, NEW YORK, NEW YORK 10022
1-888-ORBITEX
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
---------------------
To the Shareholders of
ORBITEX GROUP OF FUNDS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of the Orbitex Strategic Natural Resources Fund, the Orbitex
Info-Tech and Communications Fund, the Orbitex Growth Fund and the Orbitex Asian
High Yield Fund (the "Funds"), will be held at the office of the Orbitex Group
of Funds (the "Trust"), 410 Park Avenue, New York, New York 10022 on December 2,
1998, at 9:00 a.m. The purpose of the Meeting is to consider and act upon the
following proposals, and to transact such other business as may properly come
before the Meeting or any adjournments thereof:
1. To elect a Board of Trustees.
2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the Trust.
The Board of Trustees has fixed the close of business on October 13, 1998 as
the record date for the determination of the shareholders of the Funds and each
class entitled to notice of, and to vote at, such Meeting and any adjournment
thereof.
By order of the Board of Trustees,
FYZUL KHAN, Secretary
November 18, 1998
<PAGE>
YOUR VOTE IS IMPORTANT --
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER WHO
DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING INSTRUCTIONS
ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE
PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID UNNECESSARY EXPENSE, WE ASK YOUR COOPERATION IN MAILING YOUR PROXY CARD
PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING THE PROXY CARD
The following general rules for executing proxy cards may be of assistance
to you and help avoid the time and expense involved in validating your vote if
you fail to execute your card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it appears on
the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing
should conform exactly to one of the names shown on the proxy card.
3. ALL OTHER ACCOUNTS: When signing as an attorney, executor,
administrator, trustee or guardian, please give your full title as such.
<PAGE>
PROXY STATEMENT
---------------------
SPECIAL MEETING OF SHAREHOLDERS
OF ORBITEX GROUP OF FUNDS
ORBITEX STRATEGIC NATURAL RESOURCES FUND
ORBITEX INFO-TECH AND COMMUNICATIONS FUND
ORBITEX GROWTH FUND
ORBITEX ASIAN HIGH YIELD FUND
TO BE HELD ON DECEMBER 2, 1998
---------------------
This Proxy Statement is furnished in connection with a solicitation of
proxies made by, and on behalf of, the Board of Trustees of Orbitex Group of
Funds (the "Trust") to be used at the Special Meeting of Shareholders of the
Orbitex Strategic Natural Resources Fund, the Orbitex Info-Tech and
Communications Fund, the Orbitex Growth Fund and the Orbitex Asian High Yield
Fund (the "Funds") and at any adjournments thereof (the "Meeting"), to be held
on December 2, 1998 at 9:00 a.m. at 410 Park Avenue, New York, New York, 10022,
the principal executive office of the Trust and Orbitex Management, Inc.
("Orbitex"), the Funds' investment adviser.
The purpose of the Meeting is set forth in the accompanying Notice. The
solicitation is made primarily by the mailing of this Proxy Statement and the
accompanying proxy card on or about November 18, 1998. Supplementary
solicitations may be made by mail, telephone, telegraph, facsimile, electronic
means, or by personal interview by representatives of the Trust. The expenses in
connection with preparing this Proxy Statement and its enclosures and of all
solicitations will be paid by the Trust. The Trust will reimburse brokerage
firms and others for their reasonable expenses in forwarding solicitation
material to the beneficial owners of the Funds' shares. The principal business
address of Funds Distributor, Inc. ("FDI"), the Funds' principal underwriter and
distribution agent, is 60 State Street, Boston, Massachusetts 02109. The
principal business address of State Street Bank and Trust Company, the Funds'
administrator, is 225 Franklin Street, Boston, Massachusetts 02110.
If the enclosed proxy card is executed and returned, it may nevertheless be
revoked at any time prior to its use by written notification received by the
Trust, by execution of a later-dated proxy card, or by attending the Meeting and
voting in person.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and which are not
revoked, will be voted at the Meeting. Shares represented by such proxies will
be voted in accordance with the instructions thereon. If no specification is
made on a proxy card, it will be voted FOR matters specified on the proxy card.
Only proxies that are voted will be counted towards establishing a quorum.
Shareholders should note that while votes to ABSTAIN will count toward
establishing a quorum, passage of any proposal being considered at the Meeting
will occur only if a sufficient number of votes are cast FOR the proposal.
Accordingly, votes to ABSTAIN and votes AGAINST will have the same effect in
determining whether the proposal is approved.
1
<PAGE>
If a quorum is not present at the Meeting, or if a quorum is present at the
Meeting, but sufficient votes to approve one or more of the proposed items are
not received, or if other matters arise requiring shareholder attention, the
persons named as proxy agents may propose one or more adjournments of the
Meeting to permit further solicitation of proxies. In determining whether to
adjourn the Meeting, the following factors may be considered: the percentage of
votes actually cast, the percentage of negative votes actually cast, the nature
of any further solicitation and the information to be provided to shareholders
with respect to the reasons for the solicitation.
Any such adjournment will require the affirmative vote of a majority of
those shares present at the Meeting or represented by proxy. When voting on a
proposed adjournment, the persons named as proxy agents will vote FOR the
proposed adjournment all shares that they are entitled to vote with respect to
each item, unless directed to vote AGAINST the item, in which case such share
will be voted AGAINST the proposed adjournment with respect to that item. A
shareholder vote may be taken on one or more of the items in this Proxy
Statement prior to such adjournment if sufficient votes have been received and
it is otherwise appropriate.
Shares of each Fund of the Trust issued and outstanding as of October 13,
1998 are indicated in the following table:
NUMBER OF OUTSTANDING SHARES
<TABLE>
<CAPTION>
NAME OF FUND CLASS A SHARES CLASS B SHARES
- ------------------------------------------------------------ -------------- --------------
<S> <C> <C>
Orbitex Strategic Natural Resources Fund.................... 287,595.2170 24.5490
Orbitex Info-Tech and Communications Fund................... 592,471.1640 19,643.5030
Orbitex Growth Fund......................................... 61,444.6050 936.9840
Orbitex Asian High Yield Fund............................... 174,176.5060 37.4370
</TABLE>
To the knowledge of the Trust, substantial (5% or more) record or beneficial
ownership of either class of shares of the Funds on October 13, 1998 was as
follows:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT OF PERCENT OF
FUND AND CLASS OF BENEFICIAL OWNER SHARES CLASS
- ---------------------------- --------------------------------------------- ------------ ----------
Growth Fund -- Class A Cresta Ltd. 23,332.1670 37.97%
P.O. Box N9932
Maritime House, Frederick Street
Nassau Bahamas
<S> <C> <C> <C>
Growth Fund -- Class A Fariba J. Cain 3,959.2760 6.44%
3868 Beverly Ridge Road
Sherman Oaks, CA 91423
Growth Fund -- Class A Sharon Miller & Richard Mosse 6,406.1500 10.43%
Attorney Trustees
Lauren E. Mosse Trust
DTD 4-24-84
142 W. 71(st) St. # 3D
New York, NY 10023
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT OF PERCENT OF
FUND AND CLASS OF BENEFICIAL OWNER SHARES CLASS
- ---------------------------- --------------------------------------------- ------------ ----------
Growth Fund -- Class A Sharon Miller & Richard Mosse 6,406.1500 10.43%
Attorney Trustees
Danielle T. Mosse Trust
DTD 4-24-86
142 E. 71(st) Street Apt 3D
New York, NY 10021
<S> <C> <C> <C>
Growth Fund -- Class A Sharon Miller & Richard Mosse 6,406.1500 10.43%
Attorney Trustees
Julia B. Mosse Trust
DTD 4-20-84
142 E. 71(st) Street Apt 3D
New York, NY 10021
Growth Fund -- Class B Thomas F. Fitzpatrick 918.5550 98.03%
Linda Fitzpatrick JT WROS
1610 Barkalow Drive
Wall, NJ 07719
Info-Tech & Communications Melrich Associates 104,438.6420 17.63%
- -- Class A A Partnership
Richard T. & Joyce M. AAB
c/o RIA Associates
2000 S. Winton Road South
Rochester, NY 14618-3922
Info-Tech & Communications Bveren Clearing Corp. 2,773.1560 14.14%
- -- Class B A/C 7508-0928
Ellen Cohn Steinberg
221 East Kilbourn Avenue
Milwaukee, WI 53202
Info-Tech & Communications Thomas F. Fitzpatrick 1,939.0580 9.87%
- -- Class B Linda Fitzpatrick JT WROS
1610 Barkalow Drive
Wall, NJ 07719
Info-Tech & Communications Bear Stearns Securities Corp. 10,855.2070 55.26%
- -- Class B FBO 619-95040-17
1 Metrotech Center North
Brooklyn, NY 21201
Strategic Natural Resources Sidney Kimmel 68,739.8860 23.90%
- -- Class A c/o Jones Apparel Group
1411 Broadway Fl. 21
New York, NY 10018
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT OF PERCENT OF
FUND AND CLASS OF BENEFICIAL OWNER SHARES CLASS
- ---------------------------- --------------------------------------------- ------------ ----------
Strategic Natural Resources Boston Financial Data Services 8.1830 33.33%
- -- Class B Corp. Actions Audit Acct. #1
Orbitex FD 428
2 Heritage Drive
2(nd) Floor
N. Quincy, MA 02171
<S> <C> <C> <C>
Strategic Natural Resources Boston Financial Data Services 8.1830 33.33%
- -- Class B Corp. Actions Audit Acct. #2
Orbitex FD 428
2 Heritage Drive
2(nd) Floor
N. Quincy, MA 02171
Strategic Natural Resources Boston Financial Data Services 8.1830 33.33%
- -- Class B Corp. Actions Audit Acct. #4
Orbitex FD 428
2 Heritage Drive
2(nd) Floor
N. Quincy, MA 02171
Asian High Yield -- Class A Titus & Co. PS 97824 58,482.7830 33.58%
C/O Chase Manhattan Bank
ATIN Mutual Funds Dept.
4 New York Plaza 13(th) Fl.
New York, NY 10004
Asian High Yield -- Class A First Trust Natl. Bank Trustees 10,053.6460 5.77%
Aurthor C. Milot DTD 1-5-96
A/C 3066120100
P.O. Box 92800
Rochester, NY 14692
Asian High Yield -- Class A Alvin J. Slater 10,025.7190 5.76%
Shirley Slater
Kenneth Z. Slater, Trustees
Delaware Investment Equities LP
900 Market Street Suite 200
Wilmington, DE 19801
Asian High Yield -- Class B Boston Financial Data Services 12.1650 32.49%
Corp. Actions Audit Acct. #1
Orbitex FD 431
2 Heritage Drive
2(nd) Floor
N. Quincy, MA 02171
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT OF PERCENT OF
FUND AND CLASS OF BENEFICIAL OWNER SHARES CLASS
- ---------------------------- --------------------------------------------- ------------ ----------
Asian High Yield -- Class B Boston Financial Data Services 12.6360 33.75%
Corp. Actions Audit Acct. #2
Orbitex FD 431
2 Heritage Drive
2(nd) Floor
N. Quincy, MA 02171
<S> <C> <C> <C>
Asian High Yield -- Class B Boston Financial Data Services 12.6360 33.75%
Corp. Actions Audit Acct. #4
Orbitex FD 431
2 Heritage Drive
2(nd) Floor
N. Quincy, MA 02171
</TABLE>
To the knowledge of the Trust, no other shareholder owned of record or
beneficially more than 5% of the outstanding shares of any of the Funds on
October 13, 1998.
Shareholders of record at the close of business on October 13, 1998 will be
entitled to vote at the Meeting. Each such shareholder will be entitled to one
vote for each share held on that date.
The following table summarizes the proposals applicable to each Fund.
<TABLE>
<CAPTION>
PROPOSAL # PROPOSAL DESCRIPTION
- ----------- -------------------------------------------------------------------
<C> <S>
1. To elect a Board of Trustees.
2. To ratify the selection of PricewaterhouseCoopers LLP as
independent accountants of the trust.
</TABLE>
FOR A FREE COPY OF EACH FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED APRIL
30, 1998 AND THE SEMI-ANNUAL REPORT FOR THE FISCAL PERIOD ENDED OCTOBER 31,
1998, WHICH WILL BE AVAILABLE AFTER JANUARY 1, 1999, CALL 1-888-ORBITEX OR WRITE
TO FUNDS DISTRIBUTOR, INC., 60 STATE STREET, BOSTON, MASSACHUSETTS 02109.
VOTE REQUIRED: APPROVAL OF PROPOSAL 1 AND PROPOSAL 2 REQUIRES THE AFFIRMATIVE
VOTE OF THE MAJORITY OF THE SHARES VOTED AT A MEETING OF WHICH A QUORUM IS
PRESENT.
1. TO ELECT A BOARD OF TRUSTEES.
The purpose of this proposal is to elect a Board of Trustees of the Trust.
Pursuant to the provisions of the Declaration of Trust of the Trust, the
Trustees have determined that the Board shall be fixed at seven. It is intended
that the enclosed proxy card will be voted for the election as Trustees of the
seven nominees listed below, unless such authority has been withheld in the
proxy card.
Except for Mr. Richard E. Stierwalt and Mr. John D. Morgan, all nominees
named below are currently Trustees of the Trust and have served in that capacity
continuously since originally elected or appointed. Mr. John D. Morgan was
selected by the Trust's Nominating Committee on October 13, 1998. None of the
nominees are related to one another. Those nominees indicated by an asterisk (*)
are "interested persons" of the Trust by virtue of, among other things, their
affiliation with either the Trust, the Funds' investment adviser, Orbitex, or
the Funds' distribution agent, FDI. The business address of each nominee who is
an "interested person" is 410 Park Avenue, New York, New York, 10022.
5
<PAGE>
In the election of Trustees, those seven nominees receiving the highest
number of votes cast at the Meeting, providing a quorum is present, shall be
elected.
<TABLE>
<CAPTION>
YEAR OF
PRINCIPAL ELECTION OR
NOMINEE AGE+ OCCUPATION APPOINTMENT
- --------------------- ---- ------------------------------------------------------------ -----------
<S> <C> <C> <C>
Ronald S. Altbach 51 Trustee of the Trust. Vice-Chair, Rosecliff, Inc. (1995 - 1997
1998); Co-Chairman, Symposium Telecom Corporation (1998 -
present); Chairman, Paul Sebastian, Inc. (perfume
distributor) (1994 - 1998); President, Olcott Corporation
(perfume distributor) (1990 - 1994, 1998).
Thomas T. Bachmann* 52 Trustee of the Trust. Director of Orbitex Management, Inc. 1997
(1997 to present); Director of Orbitex, Inc. (1997 to
present); Chairman, Orbitex Management Ltd. (investment
management) (1986 - present).++
Otto J. Felber* 65 Trustee of the Trust. Chairman of the Board of Orbitex 1997
Management, Inc. (1997 to present); Director of Orbitex,
Inc. (1997 to present); President of Felcom Capital, Corp.
(1985 - present); President and Vice-Chairman, Altamira
Management Ltd. (investment management) (1987 - 1997).
Stephen H. Hamrick 46 Trustee of the Trust. President and Chairman of Carey 1998
Financial Corporation (1994 - present); Senior Vice
President, Cantor Fitzgerald & Co. (securities trading firm)
(1996 - 1998); Chief Executive Officer of Bank Investment
Brokerage, Wall Street Investor Services (1994 - 1995);
Senior Vice President and Director of Private Investments,
Paine Webber, Inc. (1988 - 1994).
John D. Morgan 68 Chairman and Director, CIBC Trust Company (1979 to present); --
Director, Tusk Energy Incorporated (1995 to present);
Director, Royal Victoria Hospital Foundation (1987 to
present); Vice President, Midland Walwyn (Investment
Banking) (1990 to 1997).
James L. Nelson* 49 Chairman of Trust, President, Assistant Treasurer and 1997
Assistant Secretary of the Trust. Director and Chief
Executive Officer, Orbitex Inc., Chief Executive Officer and
President, Orbitex, Inc. (business development) (1995 -
present); Director and Chief Executive Officer of Orbitex
Capital Strategies, Inc. (1998 - present); Chairman, Chief
Executive Officer of Orbitex, Inc. (1997 to present);
Co-Chairman of Orbitex Management, Inc. (1997 to present);
President, AVIC Group International (communications) (1993 -
1995); President, Eaglescliff Corporation (consulting) (1986
-present).
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
YEAR OF
PRINCIPAL ELECTION OR
NOMINEE AGE+ OCCUPATION APPOINTMENT
- --------------------- ---- ------------------------------------------------------------ -----------
<S> <C> <C> <C>
Richard E. Stierwalt* 44 President, Chief Executive Officer and Director, Orbitex --
Management, Inc. (1998 to present); President, BISYS
Investment Services (1995 to 1998); Director of Orbitex
Capital Strategies, Inc. (1998 to present); Chairman and
Chief Executive Officer, Concord Holding Corporation (1987
to 1995).
</TABLE>
- ------------------------
+ As of October 13, 1998, the nominees, Trustees, and officers of the Trust
owned, in the aggregate, less than 1% of each class of each Fund's
outstanding shares.
++ Orbitex Management, Inc. is a wholly-owned subsidiary of Capital Management
Ltd., an investment management firm. Mr. Thomas T. Bachmann is a controlling
person of Capital Management Ltd.
If elected, the Trustees will hold office without limit except that (a) any
Trustee may resign; (b) any Trustee may be removed by written instrument, signed
by at least two-thirds of the number of Trustees prior to such removal; (c) any
Trustee who requests to be retired or who has become incapacitated by illness or
injury may be retired by written instrument signed by a majority of other
Trustees; and (d) a Trustee may be removed at any Special Meeting of
shareholders by a two-thirds vote of the outstanding voting securities of the
Trust. In case a vacancy shall for any reason exist, the remaining Trustees will
fill such vacancy by appointing another Trustee, so long as, immediately after
such appointment, at least two-thirds of the Trustees have been elected by
shareholders. If, at any time, less than a majority of the Trustees holding
office has been elected by the shareholders, the Trustees then in office will
promptly call a shareholders meeting for the purpose of electing a Board of
Trustees. Otherwise, there will normally be no meeting of shareholders for the
purpose of electing Trustees.
The Trust's Board, which is currently composed of three interested and two
non-interested Trustees, met four times during the twelve months ended April 30,
1998+. It is expected that the Trustees will meet at least four times a year at
regularly scheduled meetings.
The Trust's Audit Committee is composed entirely of Trustees who are not
interested persons of the Trust, Orbitex or its affiliates and normally meets
once a year, or as required, prior to the Meetings of the Board of Trustees.
Currently, Mr. Ronald S. Altbach is the only member of the Committee. If
elected, it is anticipated that Mr. John D. Morgan and Mr. Stephen H. Hamrick
will become members of the Committee. The basic function of the Audit Committee
is to enhance the quality of the Fund's financial accountability and financial
reporting by (i) providing a workable means for the Funds' independent trustees
to be informed as to, and participate in, the Funds' internal and external audit
functions, (ii) assuring the independence and accountability of the Funds'
outside auditors, (iii) providing an added level of independent evaluation of
the Funds' internal accounting controls and (iv) identifying problems in the
Funds' accounting, auditing and financial reporting functions and increasing the
likelihood that any problems so identified will receive prompt attention. There
were no Audit Committee meetings during the fiscal year ended April 30, 1998.
The first Audit Committee meeting was held July 9, 1998.
The Trust's Nominating Committee is currently composed of Mr. Ronald S.
Altbach and Mr. Stephen H. Hamrick. If elected, it is anticipated that Mr. John
D. Morgan will become a member of the Committee.
- ------------------------
+ Thomas T. Bachmann attended less than 75% of all board meetings held during
the last fiscal year.
7
<PAGE>
The Committee confers periodically and holds meetings as required. The Committee
makes nominations for independent trustees, and for membership on committees.
The Committee periodically reviews procedures and policies of the Board of
Trustees and committees. There were no Nominating Committee meetings during the
fiscal year ended April 30, 1998. The Nominating Committee met on September 9,
1998 and October 13, 1998 and recommended the appointment of Mr. Stephen H.
Hamrick and Mr. John D. Morgan as Trustees. The Nominating Committee will
consider nominees recommended by shareholders. Recommendations should be
submitted to the Committee in care of the Secretary of the Trust.
The following table sets forth information describing the compensation of
each Trustee of each Fund for his service for the fiscal year ended April 30,
1998.
COMPENSATION TABLE*
<TABLE>
<CAPTION>
PENSION OR TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ESTIMATED ANNUAL FROM REGISTRANT AND
COMPENSATION FROM ACCRUED AS PART OF BENEFITS UPON FUND COMPLEX
NAME OF PERSON REGISTRANT FUND EXPENSES RETIREMENT PAID TO TRUSTEES
- ---------------------- ----------------- ------------------- ---------------- --------------------
Ronald S. Altbach $ 3,750 N/A N/A $ 3,750
<S> <C> <C> <C> <C>
Thomas T. Bachmann** $ -- N/A N/A $ --
Otto J. Felber** $ -- N/A N/A $ --
James L. Nelson** $ -- N/A N/A $ --
Robert F. Raucci*** $ 3,750 N/A N/A $ 3,750
</TABLE>
- ------------------------
* The compensation table covers the period May 13, 1997 (date of the Trust's
organizational meeting) through April 30, 1998.
** Interested trustees are compensated by Orbitex.
*** Robert F. Raucci resigned as Trustee on September 9, 1998.
2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
ACCOUNTANTS OF THE TRUST.
By a vote at the May 13, 1997 meeting of the full Board of Trustees (the
"Board") and by a majority of the non-interested Trustees, the firm of
PricewaterhouseCoopers LLP has been selected as independent accountants for each
Fund to sign or certify any financial statements of each Fund required by any
law or regulation to be certified by an independent accountant and filed with
the Securities and Exchange Commission (the "SEC") or any state. Pursuant to the
1940 Act, such selection requires the ratification of shareholders at the
Meeting. In addition, as required by the 1940 Act, the vote of the Trustees is
subject to the right of each Fund, by vote of a majority of its outstanding
voting securities at any meeting called for the purpose of voting on such
action, to terminate such employment without penalty. PricewaterhouseCoopers LLP
has advised the Funds that it has no direct or material indirect ownership
interest in any of the Funds.
The independent accountants examine annual financial statements for the
Funds and provide other audit and tax-related services. In recommending the
selection of the Funds' accountants, the Board reviewed the nature and scope of
the services to be provided (including non-audit services) and whether the
performance of such services would affect the accountants' independence.
Representatives of PricewaterhouseCoopers LLP are not expected to be present at
the Meeting, but have been given the
8
<PAGE>
opportunity to make a statement if they so desire and will be available should
any matter arise requiring their presence.
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, it is the
intention that proxies that do not contain specific instructions to the contrary
will be voted on such matters in accordance with the judgment of the persons
therein designated.
SHAREHOLDER PROPOSALS
The Funds do not hold shareholders meetings unless required by law. Should
the Funds be required to hold another shareholders meeting, shareholders wishing
to submit proposals should send their written proposals to the Secretary,
Orbitex Group of Funds, 410 Park Avenue, New York, New York, 10022.
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
FYZUL KHAN, Secretary
9
<PAGE>
VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL SAVE THE EXPENSE OF
ADDITIONAL MAILINGS.
Return the proxy card in the enclosed envelope or mail to:
Orbitex Group of Funds
Proxy Legal Department
P.O. Box 9556
Boston, MA 02205-9849
ORBITEX GROUP OF FUNDS: ORBITEX STRATEGIC NATURAL RESOURCES FUND, ORBITEX
INFO-TECH AND
COMMUNICATIONS FUND, ORBITEX GROWTH FUND AND ORBITEX ASIAN HIGH YIELD FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned, revoking previous proxies, hereby appoints Mr. Fyzul Khan
and Mr. Richard E. Stierwalt, attorneys, with full power of substitution, to
vote all shares of Orbitex Group of Funds (Orbitex Strategic Natural Resources
Fund, Orbitex Info-Tech and Communications Fund, Orbitex Growth Fund and Orbitex
Asian High Yield Fund) which the undersigned is entitled to vote at the Special
Meeting of Shareholders of the Funds to be held at the office of the Trust at
410 Park Avenue, New York, New York 10022, on December 2, 1998 at 9:00 a.m. and
at any adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and acts,
then by that one. This Proxy shall be voted on the proposals described in the
Proxy Statement as specified on the reverse side. Receipt of the Notice of the
Meeting and the accompanying Proxy Statement is hereby acknowledged.
Date ______________________________, 1998
NOTE: Please sign exactly as your name appears
on this Proxy. When signing in a fiduciary
capacity, such as executor, administrator,
trustee, attorney, guardian etc., please so
indicate. Corporate and partnership proxies
should be signed by an authorized person
indicating the person's title.
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE
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Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their best
judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
Please vote by filling in the appropriate box below.
1. To elect seven nominees specified below as Trustees:
<TABLE>
<S> <C>
/ / FOR all nominees listed (except as marked to the contrary / / WITHHOLD authority to vote for all nominees.
below).
Ronald S. Altbach Thomas T. Bachmann (INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
Otto J. Felber Stephen H. Hamrick INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF THE NOMINEE(S)
John D. Morgan James L. Nelson ON THE LINE BELOW.)
Richard E. Stierwalt
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</TABLE>
2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the trust.
/ / FOR / / AGAINST / / ABSTAIN
cusip# 68556P109 68556P307
68556P604 68556P877
68556P208 68556P406
68556P802 68556P851
