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:
[X] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Beacon Global Advisors Trust
(Name of Registrant as Specified in Its Charter)
(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)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
BEACON GLOBAL ADVISORS TRUST
The Cruelty Free Value Fund
8260 Greensboro Drive
Suite 250
McLean, Virginia 22102-3801
Telephone (800) 662-9992
December 15, 1997
Dear Shareholder:
Zurich Insurance Company ("Zurich") has entered into an agreement
with Scudder, Stevens & Clark, Inc. ("Scudder") pursuant to which
Zurich will acquire approximately 70% of Scudder. Upon completion of
the transaction, Scudder will change its name to Scudder Kemper
Investments, Inc. ("SKI"), and The Cruelty Free Value Fund's (the
"Fund") sub-investment manager, Zurich Investments Management, Inc.
("ZIM"), will be combined with SKI. Because of the transaction, it is
necessary for the Fund to approve a new sub-investment management
agreement.
If the new sub-investment management agreement is approved, YOUR FUND
SHARES WILL NOT CHANGE, THE ADVISORY FEE RATES FOR THE FUND WILL NOT
CHANGE, THE FEE RATE PAYABLE UNDER THE FUND'S RULE 12B-1 PLAN WILL
NOT CHANGE, AND MOST IMPORTANTLY THE FUND WILL CONTINUE TO PURSUE
INVESTMENTS IN COMPANIES OR SUBSIDIARIES OF SUCH COMPANIES WHICH DO
NOT HARM ANIMALS. FURTHER, YOU SHOULD CONTINUE TO RECEIVE THE HIGH
QUALITY INVESTMENT MANAGEMENT THAT YOU HAVE HAD SINCE THE INCEPTION
OF THE FUND.
The Board of Trustees has unanimously approved the proposals and
recommends them for your approval. I encourage you to vote in favor
of the proposals.
As always, I thank you for your confidence and support.
Sincerely,
Richard A. Ollen
President
<PAGE>
BEACON GLOBAL ADVISORS TRUST PRELIMINARY COPY
The Cruelty Free Value Fund
8260 Greensboro Drive
Suite 250
McLean, Virginia 22102-3801
Telephone (800) 662-9992
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
DECEMBER 31, 1997
DECEMBER 15, 1997
TO THE SHAREHOLDERS OF THE CRUELTY FREE VALUE FUND:
NOTICE IS HEREBY GIVEN that a SPECIAL MEETING OF SHAREHOLDERS (the
"Meeting") of The Cruelty Free Value Fund (the "Fund") will be held
on Wednesday, December 31, 1997, at 10:00 a.m., Eastern Standard
Time, at the offices of Donatelli & Klein, Inc. Artery Plaza, 7200
Wisconsin Avenue, Suite 310, Bethesda, Maryland 20814. The following
matters will be acted upon at that time:
1. To approve a new sub-investment management agreement with
Scudder Kemper Investments, Inc. ("SKI") (or with Zurich
Investments Management, Inc.("ZIM") transferable to SKI)on the
same terms as the current sub-investment management agreement
with ZIM.
2. To ratify or reject the selection of Johnson Lambert & Co. as
the Fund's independent public accountants for the current
fiscal year.
3. To transact such other business as may properly come before the
Meeting, or any adjournment or postponement thereof.
The proposals referred to above are discussed in the Proxy
Statement attached to this Notice. Shareholders of record of the
Fund at the close of business on December 4, 1997, have the right to
vote at the Meeting.
Shareholders are invited to attend in person. If you plan to
attend the Meeting, so indicate on the enclosed proxy card and return
it promptly in the enclosed envelope. No postage is required if
mailed in the United States. Whether you will be able to attend or
not, PLEASE VOTE, SIGN AND DATE THE PROXY AND RETURN IT PROMPTLY.
By Order of the Board of Trustees
Michelle A. Whalen
Secretary
PLEASE RETURN YOUR PROXY IMMEDIATELY
TO PREVENT ADDITIONAL SOLICITATION EXPENSE
<PAGE>
PRELIMINARY COPY
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by or on behalf of the Board of Trustees of
Beacon Global Advisors Trust (the "Trust"), for use at a Special
Meeting of Shareholders of the Fund (the "Meeting") scheduled for
Wednesday, December 31, 1997, at 10:00 a.m., Eastern Standard Time,
at the offices of Donatelli & Klein, Inc. Artery Plaza, 7200
Wisconsin Avenue, Suite 310, Bethesda, Maryland 20814, and at any
adjournments thereof. This Proxy Statement and the accompanying form
of proxy were first mailed to shareholders on or about December 15,
1997.
The Trust is an open-end, management investment company, as
defined in the Investment Company Act of 1940, as amended (the
"Act"). The Fund currently offers one series of shares: The Cruelty
Free Value Fund (the "Fund"), which has no sales charge but is
subject to annual 12b-1 Plan expenses. The Fund has authorized an
unlimited number of shares of beneficial interest (no par value per
share). The shares of the Fund have non-cumulative voting rights.
All proxies solicited by the Board of Trustees, which are
properly executed and received by the Secretary prior to the Meeting
will be voted at the Meeting, in accordance with the shareholders'
instructions thereon. If no instruction is given on a proxy, it will
be voted FOR each of the proposals.
Only shareholders of record of the Fund at the close of
business on December 4, 1997 ("Record Date") are entitled to notice
of, and to vote on, the proposals at the Meeting and any adjournment
thereof. As of Record Date, there were _____________ outstanding
shares of the Fund.
The affirmative vote of a majority of the Fund's aggregate
outstanding shares (defined in the Act as the lesser of (i) 67% of
the shares of the Fund present at the Meeting, if holders of more
than 50% of the outstanding shares are present in person or by proxy,
or (ii) more than 50% of the outstanding shares of the Fund) to
approve a new sub-investment management agreement (Proposal No. 1);
and to ratify the selection of independent public accountants
(Proposal No. 2).
One third of the shares issued and outstanding and entitled to
vote, present in person or represented by proxy, constitute a quorum
for the transaction of business at the Meeting. If a quorum is not
present or represented at the Meeting, the holders of a majority of
the shares present in person or by proxy shall have the power to
adjourn the Meeting to a later date, without notice other than
announcement at the Meeting, until a quorum shall be present or
represented. Votes cast by proxy or in person at the Meeting will be
counted by persons appointed by the Fund to act as election
inspectors for the Meeting.
In the event that a quorum is present, but sufficient votes in
favor of the amendments are not received by the time scheduled for
the Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a
majority of the shares present in person or by proxy at the session
of the Meeting adjourned. The persons named as proxies will vote in
favor of or against any such adjournment in direct proportion to the
proxies received for or against the proposed amendments.
The Board of Trustees knows of no business other than that
specifically mentioned in the Notice of Special Meeting which will be
presented for consideration at the Meeting. If any matters are
properly presented, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgment.
Abstentions and broker non-votes will be included for purposes of
determining whether a quorum is present at the Meeting, but will be
treated as votes not cast and, therefore, will not be counted for
purposes of determining whether matters to be voted upon at the
Meeting have been approved.
As of the Record Date, the following persons owned more than 5%
of the outstanding shares of the Fund's shares:
Name & Address of Beneficial Owners Percentage of Retail Class
To Be Provided
As of the Record Date, no individual trustee of the Fund, owns
beneficially more than 1% of the outstanding voting shares of the
Fund, and the trustees together do not own beneficially, more than 1%
of the outstanding voting shares of the Fund.
Shareholders who execute proxies retain the right to revoke
them at any time before they are voted by notifying the Fund or by
voting at the Meeting. A proxy, when executed and not revoked, will
be voted as directed. In the absence of such direction, proxies will
be voted in favor of the applicable proposal.
The solicitation of proxies is being made primarily through
mailing this Proxy Statement and the accompanying Proxy. Additional
solicitation may be made by the officers or trustees of the Fund by
mail, telephone or telegraph, or in person. It is not anticipated
that any solicitations will be made by specially engaged employees or
paid proxy solicitors. The cost of the preparation of this Proxy
Statement and Proxy and the costs of solicitation will be borne by
Zurich Investment Management , Inc. ("ZIM"). Further solicitation may be made by
mail or telephone by regular employees of the Beacon Global Advisors, Inc.
(the "Advisor") who will receive no compensation for such solicitation.
Unaudited financial statements of the Fund in the form of a
Semi-Annual Report to Shareholders dated May 31, 1997 has been mailed
prior to this proxy mailing. The Semi-Annual report is not to be
regarded as proxy soliciting material. The Fund will furnish,
without charge, a copy of the Fund's Annual Report to any shareholder
who requests one. Shareholders may obtain the Semi-Annual Report by
calling the Fund at (800) 892-9626.
PROPOSAL NO. 1
NEW SUB-INVESTMENT MANAGEMENT AGREEMENT
INTRODUCTION
ZIM is the current sub-investment advisor and manager for the Fund.
On June 26, 1997, Zurich Insurance Company ("Zurich"),
(ZIM's parent company), ZKI Holding Corp. ("ZKIH"), Zurich Kemper
Investments, Inc. ("ZKI"), Scudder,Stevens & Clark, Inc. ("Scudder")
and the representatives of the beneficial owners of the capital stock
of Scudder ("Scudder Representatives") entered into a transaction
agreement ("Transaction Agreement") pursuant to which Zurich will become
the majority stockholder in Scudder with an approximately 70% interest,
and ZIM will become a wholly-owned subsidiary of, or be combined with,
Scudder ("Transaction"). Upon completion of the Transaction, Scudder
will change its name to Scudder Kemper Investments, Inc. ("SKI").
Scudder, a New York-based investment advisor and the investment
manager for the Scudder and AARP Funds, has approximately $125
billion under management. ZIM, a Chicago-based investment advisor and
the investment manager for the Kemper Funds, and its affiliates have
approximately $85 billion under management. The headquarters of SKI
will be in New York. Edmond D. Villani, Scudder's Chief Executive
Officer, will continue as Chief Executive Officer of SKI and will
become a member of Zurich's Corporate Executive Board. Some of the
terms of the Transaction are also set forth in a form of second
amended and restated Security Holders Agreement ("New SHA") to be
entered into among the beneficial owners of the capital stock of
Scudder, the Scudder Representatives, Scudder, Zurich, ZKIH and the
Scudder Kemper Investments, Inc. Executive Defined Contribution Plan
Trust.
Consummation of the Transaction would constitute an
"assignment," as that term is defined in the Investment Company Act
of 1940 (the "1940 Act"), of the Fund's current sub-investment
management agreement with ZIM. As required by the 1940 Act, the
current sub-investment management agreement provides for its
automatic termination in the event of its assignment. In anticipation
of the Transaction, a new sub-investment management agreement (the
"management agreement") between the Fund and SKI is being proposed
for approval by shareholders of the Fund.(Depending on the timing of
the combination of the Scudder and ZIM organizations, the new sub-
investment management agreement may initially be between the Fund and
ZIM for some period following the Transaction and then be transferred
to SKI without further action on the part of shareholders of the
Fund. Accordingly, approval of the new agreement with SKI would also
include approval of any interim agreement with ZIM following the
assignment of the current agreement. SKI or ZIM, as party to the new
sub-investment management agreement, is sometimes referred to in this
proxy statement as the "sub-investment manager.") A copy of the form
of the new management agreement is attached hereto as Exhibit A (to
be filed with Definitive Proxy)
At the closing, Zurich and the other stockholders of SKI will
enter into a New Security Holders Agreement ("SHA"). Under the New
SHA, Scudder stockholders will be entitled to designate three of the
seven members of the SKI board and two of the four members of an
Executive Committee, which will be the primary management-level
committee of SKI. Zurich will be entitled to designate the other four
members of the SKI board and the other two members of the Executive
Committee.
The names, addresses and principal occupations of the initial
Scudder-designated directors of SKI are as follows: LYNN S. BIRDSONG,
345 Park Avenue, New York, New York, Managing Director of Scudder;
CORNELIA M. SMALL, 345 Park Avenue, New York, New York, Managing
Director of Scudder; and EDMOND D. VILLANI, 345 Park Avenue, New
York, New York, President, Chief Executive Officer and Managing
Director of Scudder.
The names, addresses and principal occupations of the initial
Zurich-designated directors of SKI are as follows: LAWRENCE W. CHENG,
Mythenquai 2, Zurich, Switzerland, Chief Investment Officer for
Investments and Institutional Asset Management and the corporate
functions of Securities and Real Estate for Zurich and a member of
the Corporate Executive Board of Zurich; STEVEN M. GLUCKSTERN,
Mythenquai 2, Zurich, Switzerland, responsible for Reinsurance,
Structured Finance, Capital Market Products and Strategic
Investments, and a member of the Corporate Executive Board of Zurich;
ROLF HUEPPI, Mythenquai 2, Zurich, Switzerland, Chairman of the Board
and Chief Executive Officer of Zurich; and MARKUS ROHRBASSER,
Mythenquai 2, Zurich, Switzerland, Chief Financial Officer and a
member of the Corporate Executive Board of Zurich.
The initial Scudder-designated Executive Committee members will
be Messrs. Birdsong and Villani (Chairman). The initial
Zurich-designated Executive Committee members will be Messrs. Cheng
and Rohrbasser.
The New SHA requires the approval of a majority of the
Scudder-designated directors for certain decisions, including
changing the name of SKI, effecting a public offering before April
15, 2005, causing SKI to engage substantially in non-investment
management and related business, making material acquisitions or
divestitures, making changes in SKI's capital structure, dissolving
or liquidating SKI, or entering into certain affiliated transactions
with Zurich. The New SHA also provides for various put and call
rights with respect to SKI stock held by current Scudder employees,
limitations on Zurich's ability to purchase other asset management
companies outside of SKI, rights of Zurich to repurchase SKI stock
upon termination of employment of SKI personnel, and registration
rights for stock held by continuing Scudder stockholders.
The Transaction is subject to a number of conditions, including
approval by Scudder stockholders; the Revenue Run Rate Percentages of
Scudder and ZKI being at least 75%; Scudder and ZKI having obtained
director and stockholder approvals from U.S.-registered funds
representing 90% of the assets of such funds under management as of
June 30, 1997; the absence of any restraining order or injunction
preventing the Transaction, or any litigation challenging the
Transaction that is reasonably likely to result in an injunction or
invalidation of the Transaction; and the continued accuracy of the
representations and warranties contained in the Transaction
Agreement. The Transaction is expected to close on or about December
31, 1997.
THE CURRENT SUB-INVESTMENT MANAGEMENT AGREEMENT
The current sub-investment management agreement provides that
the Fund's sub-investment manager will (i) manage the investment and
reinvestment of the Fund's assets in accordance with the applicable
investment objectives, policies and limitations set forth in the
Fund's Prospectus and applicable laws and regulations; (ii) be
subject to the supervision of the Advisor and the Board of Trustees;
and (iii) place orders for the purchase or sale of securities for the
Fund's account with brokers or dealers selected by the sub-advisor.
For the services described above, the Advisor has agreed to pay
to the sub-advisor as of the close of business on the last business
day of each calendar quarter, a sub-advisory fee computed at an
annual rate of .50 of 1% of the Fund's first $50 million of average
daily net assets, .35 of 1% of the Fund's next $50 million of average
daily net assets and .25 of 1% of average daily net assets over $100
million. For the fiscal year-ended November 30, 1997 the sub-investment
advisor received $___________ in compensation.
The fee as computed above shall be computed based on the average
daily net assets of the Fund. For the quarter and year in which this
Agreement becomes effective or terminates, there shall be an
appropriate proration on the basis of the number of days that the
Agreement is in effect during the quarter and year, respectively.
The current sub-investment management agreement provides that the
Fund's investment manager shall not be liable for any error of
judgment or of law, or for any loss suffered by the Fund in
connection with the matters to which the management agreement
relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the part of the Fund's investment manager in
the performance of its obligations and duties or by reason of its
reckless disregard of its obligations and duties under the management
agreement.
The sub-advisor shall not be liable for any error of judgment
or of law or for any loss suffered by the Trust or the Advisor in
connection with the matters to which this Agreement relates, except
loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the sub-advisor in the performance of its
obligations and duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
The sub-advisory agreement may be terminated at any time with
respect to any series without the payment of any penalty by the
Advisor or by the sub-advisor on sixty (60) days written notice to
the other party. The Trust may effect termination with respect to
any series without payment of any penalty by action of the Board of
Trustees or by vote of a majority of the outstanding voting
securities of such series on sixty (60) days written notice to the
Advisor and the sub-advisor.
ZIM has acted as sub-investment advisor since the Fund
commenced operations on April 28, 1997. The current sub-investment
management agreement was approved by the trustees and the initial
shareholder of the Fund on March 21, 1997.
Under the terms of a separate agreement between Zurich Kemper
Value Advisors ("ZKVA")( formerly Dreman Value Advisors, Inc.
("Dreman") and ZIM, ZKVA has been contracted to provide secondary
sub-investment advisory services. ZKVA is a wholly-owned subsidiary
of Zurich and is located at 280 Park Avenue, New York, New York
10017. The current sub-advisory agreement is dated March 21, 1997,
was approved on March 21, 1997, by ZIM.
The secondary sub-advisor will: (i) manage the investment and
reinvestment of the Fund's assets in accordance with the applicable
investment objectives, policies and limitations set forth in the
Trust's prospectus (such prospectus and Statement of Additional
Information, as presently in effect, and all amendments and
supplements thereto are herein collectively called the
"Prospectus")and applicable laws and regulations; (ii) be subject to
the supervision of the Advisor, sub-advisor and the Board of
Trustees; and (iii) place orders for the purchase or sale of
securities for the Fund's account with brokers or dealers selected by
the secondary sub-advisor. The secondary sub-advisor is authorized,
on behalf of the Fund to give instructions to the custodian of the
Fund as to the deliveries of securities and payments of cash for the
account of the Fund.
For the services described above the sub-advisor will pay to
the secondary sub-adviser as of the close of business on the last
business day of each calendar quarter, a sub-advisory fee computed at
an annual rate of .50 of 1% of the Fund's first $50 million of
average daily net assets, .35 of 1% of the Fund's next $50 million of
average daily net assets and .25 of 1% of average daily net assets
over $100 million. For fiscal year ended November 30, 1997 ZKVA was
paid $____________ pursuant to this agreement.
The fee as computed above shall be computed based on the
average daily net assets of the Fund. For the quarter and year in
which this Agreement becomes effective or terminates, there shall be
an appropriate proration on the basis of the number of days that the
Agreement is in effect during the quarter and year, respectively.
Each management agreement provides that the Fund's secondary sub-
investment manager shall not be liable for any error of judgment or
of law, or for any loss suffered by the Fund in connection with the
matters to which the management agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on
the part of the Fund's secondary sub-investment manager in the
performance of its obligations and duties or by reason of its
reckless disregard of its obligations and duties under the management
agreement.
The secondary sub-advisor shall not be liable for any error of
judgment or of law or for any loss suffered by the Trust or the
Advisor in connection with the matters to which this Agreement
relates, except loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the secondary sub-advisor in the
performance of its obligations and duties or by reason of its
reckless disregard of its obligations and duties under this
Agreement.
The secondary sub-advisory agreement may be terminated at any
time with respect to any series without the payment of any penalty by
the sub-advisor or by the Secondary sub-advisor on sixty (60) days'
written notice to the other party. The Trust may effect termination
with respect to the Fund without payment of any penalty by action of
the Board of Trustees or by vote of a majority of the outstanding
voting securities of such series on sixty (60) days' written notice
to the sub-advisor and the secondary sub-advisor.
NEW SUB-INVESTMENT MANAGEMENT AGREEMENT
The new sub-investment management agreement for the Fund is
substantially similar to the current sub-investment management
agreement. While the form of the agreement is different (i.e., a form
generally used by Scudder), there is no material difference in the
substance of the obligations of the sub-investment manager under the
agreement.
The new sub-investment management agreement for the Fund will
be dated as of the date of the consummation of the Transaction, which
is expected to occur on or about December 31, 1997. The new sub-
management agreement will be for an initial term ending on the same
date as would the current sub-investment management agreement but for
the Transaction, and may continue thereafter from year to year if
specifically approved at least annually by the vote of "a majority of
the outstanding voting securities" of the Fund, as defined under the
1940 Act, or by the Board and, in either event, the vote of a
majority of the trustees who are not parties to the agreement or
interested persons of any such party, cast in person at a meeting
called for such purpose.
EVALUATION OF THE NEW SUB-INVESTMENT MANAGEMENT AGREEMENT BY THE
BOARD OF TRUSTEES
The Board of Trustees of the Fund met on December 4, 1997 to
consider the new sub-investment management agreement and its
anticipated effects upon the investment management provided to Beacon
and the Fund. The proposal was considered by the full Board of
Trustees. After full consideration of the proposal, the Trustees,
including all of the Trustees who are not parties to the new sub-
investment advisory agreement or interested persons of any such
party, unanimously voted to approve the new sub-investment management
agreement and to recommend the new sub-investment management
agreement to shareholders for their approval.
In determining whether or not it was appropriate to approve the
new sub-investment advisory agreement and to recommend approval to
shareholders, the Board considered written material and information
presented orally at the Meeting. In particular, the Trustees
considered the fairness of the compensation to be received by SKI for
its sub-investment advisory services. Subsequent to the Board's
review of the material, the Board determined that the fee payable to
SKI by the Advisor, a fee which will be the same as that paid to ZIM;
was fair and reasonable, and that the proposed fees and new sub-investment
management agreement would have no impact on the expense ratio of the Fund.
In addition, the trustees considered that the personnel
currently responsible for the day to day investment of the Funds
assets would remain the same. In proposing the new sub-investment
management agreement, the Advisor emphasized that these individuals
would still work for ZKVA which will remain a subsidiary of SKI, and
they will continue to adhere to the moral screening precesses
currently maintained by the Fund.
If the new sub-investment management agreement is not approved
by the shareholders of the Fund, the Trustees of the Fund will
consider what other action is appropriate based upon the best
interests of the shareholders of the Fund.
BOARD RECOMMENDATION:
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE
NEW SUB-INVESTMENT MANAGEMENT AGREEMENT. UNLESS A CONTRARY
SPECIFICATION IS MADE, ANY EXECUTED BUT UNMARKED PROXIES WILL BE
VOTED FOR THIS PROPOSAL NO. 1.
PRPOSAL NO. 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
At its meeting on December 4, 1997, upon recommendation of the
Audit Committee, the Board of Trustees, including a majority of those
Trustees who are not "interested persons" of the Fund, selected the
firm of Johnson Lambert & Co. to be independent public accountants to
the Fund for the fiscal year ending November 31, 1998. Shareholders
of the fund are being asked at this meeting to ratify the selection
of Johnson Lambert & Co. Services in connection with the audit
function to be performed by the Fund's independent public accountants
include: (i) the examination of the annual financial statements of
the Fund; (ii) all services rendered in order to permit the auditors
to render a formal opinion on the Fund's financial statements; and
(iii) provision of assistance and consultations with respect to
filings with the SEC. Johnson Lambert & Co. does not have any direct
or indirect financial interest in the Fund. It is not expected that
a representative of Johnson Lambert & Co. will be present at the
Meeting.
BOARD RECOMMENDATION:
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE
SELECTION OF JOHNSON LAMBERT & CO. AS INDEPENDENT PUBLIC ACCOUNTANTS
FOR FISCAL YEAR ENDING NOVEMBER 31, 1998. UNLESS A CONTRARY
SPECIFICATION IS MADE, ANY EXECUTED BUT UNMARKED PROXIES WILL BE
VOTED FOR THIS PROPOSAL NO. 2.
MISCELLANEOUS
INFORMATION CONCERNING THE FUND'S UNDERWRITER AND ADMINISTRATOR.
Beacon Global Advisors, Inc. (the "Distributor") is the
underwriter and distributor of the Fund pursuant to a Distribution
Agreement dated April 8, 1997, which was approved by the initial
shareholder of the Fund on April 8, 1997. The Distributor is a
broker-dealer registered with the U.S. Securities and Exchange
Commission and a member of the National Association of Securities
Dealers, Inc. The Distributor is located at 8260 Greensboro Drive,
Suite 250, McLean, Virginia, 22102-3801. The Fund's Administrator is
FPS Services, Inc. ("FPS") and is located at 3200 Horizon Drive, King
of Prussia, Pennsylvania, 19406.
A COPY OF THE FUND'S SEMI-ANNUAL REPORT IS AVAILABLE WITHOUT CHARGE
UPON REQUEST BY WRITING TO THE FUND BY CALLING 1-800-892-9626
SUBMISSION OF SHAREHOLDER PROPOSALS
The Fund is not required, nor does it intend, to hold regular
annual meetings of its shareholders. Any shareholder who wishes to
submit a proposal for consideration at the next meeting of
shareholders, when and if such a meeting is called, should submit
such proposal promptly.
Respectively Submitted,
Michelle Whalen
Secretary
<PAGE>
PROXY THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES PROXY
OF BEACON GLOBAL ADVISORS TRUST (the "Trust")
SPECIAL MEETING DECEMBER 31, 1997 AT 9:00 A.M. EASTERN TIME
The undersigned hereby appoints MICHELLE A. WHALEN with the power of
substitution, as Proxy, and hereby authorizes her to vote as
designated below, as effectively as the undersigned could do if
personally present, all the shares of THE CRUELTY FREE VALUE FUND
held of record by the undersigned on December 4, 1997 at the Special
Meeting of Shareholders, or any adjournment thereof, to be held at
10:00 a.m. Eastern Standard Time on December 31, 1997 at the offices
of Donatelli & Klein, Inc. Artery Plaza, 7200 Wisconsin Avenue, Suite
310, Bethesda, Maryland 20814.
1. To approve a new sub-investment management agreement with
Scudder Kemper Investments, Inc. ("SKI") (or with Zurich Kemper
Investments, Inc. transferable to SKI).
For Against Abstain
/ / / / / /
2. To ratify or reject the selection of Johnson Lambert & Co as
the Fund's independent public accountants for the current
fiscal year.
For Against Abstain
/ / / / / /
3. To transact such other business as may properly come before the
meeting, or any adjournment or postponement thereof.
For Against Abstain
/ / / / / /
(Continued and to be signed on reverse.)
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY
IN THE POSTAGE-PAID ENVELOPE PROVIDED.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND WHEN
PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, THE UNDERSIGNED'S VOTE, AS A SHAREHOLDER OF THE CRUELTY FREE
VALUE FUND, WILL BE CAST FOR PROPOSALS (1) AND (2). IF ANY OTHER
MATTERS PROPERLY COME BEFORE THE MEETING ABOUT WHICH THE PROXY
HOLDERS WERE NOT AWARE PRIOR TO THE TIME OF THE SOLICITATION,
AUTHORIZATION IS GIVEN TO THE PROXY HOLDERS TO VOTE IN ACCORDANCE
WITH THE VIEWS OF MANAGEMENT THEREON. MANAGEMENT IS NOT AWARE OF ANY
SUCH MATTERS. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF
MEETING AND PROXY STATEMENT DATED DECEMBER 15, 1997. PLEASE SIGN
EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN.
___________________________
Signature*
Dated:________________ , 1997
* Please sign exactly as your name appears on this Proxy. If signing
for an estate, trust or corporation, title or capacity should be
stated.
CHECK HERE IF YOU PLAN TO ATTEND THE MEETING. (____ PERSON(S) WILL
ATTEND.)
