SCHEDULE 14A(RULE 14A-101)INFORMATION REQUIRED IN PROXY
STATEMENTSCHEDULE 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:
/ / 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
BEACON GLOBAL ADVISORS TRUST
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ No Fee is due with this filing.
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
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/ / 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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IMPORTANT NEWS FOR THE CRUELTY-FREE VALUE FUND SHAREHOLDERS
WHILE WE ENCOURAGE YOU TO READ THE FULL TEXT OF THE ENCLOSED PROXY
STATEMENT, HERE'S A BRIEF OVERVIEW OF THE MATTER TO BE VOTED UPON.
Q & A ABOUT THE ENCLOSED PROXY MATERIALS
Q. WHAT IS HAPPENING?
A. On or about September 14, 1998, Scudder Kemper Investments, Inc.
("Scudder") resigned as the Fund's sub-adviser. The Board of Trustees of
the Fund has appointed Delta Capital Management, Inc. ("Delta") to be the
Fund's new sub-advisor. You are being asked to vote to approve the Board's
choice.
Q. WHY AM I BEING ASKED TO VOTE TO APPROVE DELTA AS THE NEW SUB-ADVISER?
A. The Investment Company Act of 1940 (the "Act") requires a vote of the
shareholders of a fund whenever there is a change in control of an
investment manager, or a material change to an existing investment
management agreement. Delta's appointment as successor to Scudder requires
fund shareholder approval under the Act.
Q. HOW WILL THESE CHANGES AFFECT ME AS A FUND SHAREHOLDER?
A. Your Fund will not change. You will still own the same shares in the Fund.
Q. WILL THE INVESTMENT SUB-ADVISORY FEES BE THE SAME?
A. The sub-advisory fees paid will stay the same. The sub-advisory contract
with Delta is identical in every respect to the agreement formerly in place
with Scudder. As in the former agreement, the sub-advisory fees are paid to
Delta by the Adviser to the Fund, Beacon Global Advisors, Inc., and not by
the Fund itself.
Q. HOW DO THE BOARD MEMBERS OF MY FUND SUGGEST THAT I VOTE?
A. After careful consideration, the Board of Trustees, including the
independent members, recommend that you vote "For" the appointment of Delta
as the Fund's new sub-advisor.
Q. WHOM DO I CALL FOR MORE INFORMATION?
A. Please call Shareholder Services at 800-892-9626.
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ABOUT THE BALLOT
Shown below is the ballot that you will use to vote on the matter described
above and hereafter in these proxy materials.
1. Approve a new sub-advisory agreement with Delta Capital Management, Inc. on
the same terms as the former sub-advisory agreement with Scudder Kemper
Investments, Inc.
For Against Abstain
/ / / / / /
Signature(s) (All registered owners of accounts shown to the left must sign. If
signing for a corporation, estate or trust, please indicate your capacity or
title.)
X
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Signature Date
X
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Signature Date
PLEASE VOTE TODAY!
Please vote all issues shown on your ballot.
Please vote on the matter set forth above using blue or black ink to mark an X
in one of the three boxes provided on each ballot. On all Items, mark -- For,
Against or Abstain. Then sign, date and return your ballot in the accompanying
postage-paid envelope. All registered owners of an account, as shown in the
address on the ballot, must sign the ballot. If you are signing for a
corporation, trust or estate, please indicate your title or position.
THANK YOU FOR MAILING YOUR BALLOT PROMPTLY!
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<PAGE>
Beacon Global Advisors Trust
4550 Montgomery Avenue, Suite 302 North
Bethesda, MD 20814
TELEPHONE 301-664-560
December 10, 1998
Dear Shareholder:
As you read in the Questions and Answers (Q & A) on page 1, the sub-adviser
to the Fund has resigned and must be replaced. Your Board of Trustees, after
careful consideration, has chosen Delta Capital Management, Inc. to be the
Fund's new sub-advisor.
We're sending this proxy statement to you because your vote is important to
the changes taking place in your fund. Because of the change of sub-advisers in
the fund, it is necessary for you to approve a new sub-advisory agreement.
As you review these materials, please keep in mind that if the new
sub-advisory agreement is approved, YOUR FUND SHARES WILL NOT CHANGE, THE
SUB-ADVISORY FEES WILL STAY THE SAME, AND ALL OTHER FEES PAYABLE BY THE FUND
WILL STAY THE SAME. If you approve the new sub-advisory agreement, you should
continue to receive the high quality investment management and shareholder
services that you have come to expect.
Your Board of Trustees has unanimously approved the appointment of Delta
Capital Management, Inc. and recommends it for your approval. I encourage you to
vote in favor of the proposal. PLEASE VOTE NOW TO HELP SAVE THE COST OF
ADDITIONAL SOLICITATIONS.
As always, we thank you for your confidence and support.
Sincerely,
/s/ Richard A. Ollen
Chairman
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BEACON GLOBAL ADVISORS TRUST
4550 Montgomery Avenue, Suite 302 North
Bethesda, MD 20814
TELEPHONE 301-664-5600
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 30, 1998 AND PROXY STATEMENT
December 11, 1998
To the Shareholders:
You are invited to attend a joint special meeting of shareholders of the
following series of The Beacon Global Advisors Trust (the "Trust"):
THE CRUELTY-FREE VALUE FUND (THE "FUND")
The meeting will be held at 4550 Montgomery Avenue, Suite 302 North, Bethesda,
MD 20814 on Wednesday, December 30, 1998 at 10:00 a.m., Eastern time, for the
following purposes and to transact such other business as may properly come
before the meeting or any adjournment of the meeting:
1. To approve a new sub-investment management agreement with Delta
Capital Management, Inc. on the same terms as the current agreement
with the former sub-adviser.
The Board of Trustees has selected the close of business on December 1, 1998 as
the record date for the determination of shareholders of the Fund entitled to
notice of and to vote at the meeting. Shareholders are entitled to one vote for
each share held.
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PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD. SIGN, DATE
AND RETURN IT IN THE ENVELOPE PROVIDED. TO SAVE THE COST OF ADDITIONAL
SOLICITATIONS, PLEASE MAIL YOUR PROXY PROMPTLY.
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The accompanying proxy is solicited by the Board of Trustees (the "Board") of
the Trust for voting at the joint special meeting of shareholders be held on
Wednesday, December 30, 1998 and at any and all adjournments thereof (the
"Meeting"). This proxy statement was first mailed to shareholders on or about
December 14, 1998.
THE SERIES FUNDS. Beacon Global Advisors Trust (the "Trust") is a "series
company" that issues various series of shares. (Each series also is sometimes
described herein as a "Fund.") Each series has its own investment objective and
policies and operates independently for purposes of investments, dividends and
redemptions. The Trust currently offers a single series, The Cruelty-Free Value
Fund (the "Fund").
The Trust offers only No-Load Class shares. Shares of the Fund represent a
proportionate interest in the Fund.
The shareholders of the Fund are being asked to vote on one item, approval of a
new sub-advisory agreement with Delta Capital Management, Inc. The Board of
Trustees of your Fund recommends that you approve the appointment of Delta
Capital Management, Inc. as the Fund's new sub-advisor. The vote required to
approve Delta's appointment is described under the section of this proxy
statement entitled "Miscellaneous."
1
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The Board of Trustees has fixed the close of business on December 1, 1998 as the
record date for the determination of shareholders entitled to notice of and to
vote at the Meeting. As of November 30, 1998, the Fund had 62,956 shares issued
and outstanding.
ITEM 1. NEW SUB-ADVISORY AGREEMENT WITH DELTA CAPITL MANAGEMENT, INC.
INTRODUCTION
Scudder Kemper Investments, Inc. ("Scudder"), the former investment sub-adviser
to the Fund, resigned on or about September 14, 1998. As a result, the Board of
Trustees of the Fund has undertaken a search to find a new sub-adviser, and
after full consideration, has chosen Delta Capital Management, Inc. ("Delta") to
be the new sub-adviser for the Fund (the "Changeover").
The replacement of Scudder by Delta will constitute an "assignment," as that
term is defined in the Investment Company Act of 1940 (the "Act"), of the Fund's
current sub-advisory agreement. As required by the Act, each current
sub-advisory agreement provides for its automatic termination in the event of
its assignment. Due to the resignation of Scudder and its replacement by Delta,
a new sub-advisory agreement between the Trust and Delta ("sub-advisory
agreement") is being proposed for your approval. A copy of the form of the new
sub-advisory agreement is attached hereto as Exhibit B. THE NEW SUB-ADVISORY
AGREEMENT FOR THE FUND IS ON THE SAME TERMS AS THE FORMER AGREEMENT.
BOARD OF TRUSTEES RECOMMENDATION
The Board met on September 10, 1998 to consider the Changeover and the
qualifications of Delta. The Trustees, including a majority of the Trustees who
are not parties to such agreement or interested persons of any such party, voted
to approve the new management agreement and to recommend it to shareholders for
their approval.
For information about the Board's deliberations and the reasons for its
recommendation, please see "Board of Trustees Evaluation" near the end of this
Item 1.
The Board recommends that shareholders vote FOR approval of the new sub-advisory
agreement.
SUB-ADVISORY AGREEMENT
The former and new sub-advisory agreements both provide that the Fund's
sub-adviser will manage the Fund's investments, administer its business affairs,
furnish offices, necessary facilities and equipment, provide clerical,
bookkeeping and administrative services, provide shareholder and information
services and permit any of its officers or employees to serve without
compensation as Trustees or officers of the Trust if duly elected to such
positions. Under the former and new agreements, the Trust agrees to assume and
pay the charges and expenses of its operations not specifically assumed by the
sub-adviser including, by way of example and not by way of limitation, the
compensation of the Trustees other than those affiliated with the adviser and
sub-adviser, charges and expenses of independent auditors, of legal counsel, of
any transfer or dividend disbursing agent, of any registrar of the Trust and of
the custodian (including fees for safekeeping of securities), costs of
calculating net asset value, all costs of acquiring and disposing of portfolio
securities, interest, if any, on obligations incurred by the Fund, costs of
share certificates, membership dues in the Investment Company Institute or any
similar organization, reports and notices to shareholders, other like
miscellaneous expenses and all taxes and fees to federal, state or other
governmental agencies.
2
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Listed below is a comparison of the annual management fee rates as a percentage
of average daily net assets payable under the former and new sub-advisory
agreements for the Fund.
ON AMOUNTS FROM FORMER AGREEMENT NEW AGREEMENT
- --------------- ---------------- -------------
$0.00 to $50 million 0.50% 0.50%
+$50 mm to $100 million 0.35% 0.35%
Over $100 million 0.25% 0.25%
Each sub-advisory agreement provides that the Fund's sub-adviser 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 agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the sub-adviser in the performance of its obligations and duties or by reason of
its reckless disregard of its obligations and duties under the sub-advisory
agreement.
Each sub-advisory agreement may be terminated by the Trust without penalty upon
sixty (60) days written notice by the Trust or by the sub-adviser, or by a
majority vote of the outstanding shares of the Fund, and automatically
terminates in the event of its assignment.
The new sub-advisory agreement will be dated as of September 14, 1998. The new
agreement will continue in effect for an initial term of two years, and may
continue thereafter from year to year if specifically approved at least annually
by vote of "a majority of the outstanding voting securities" of the Fund, as
defined under the 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.
At the Board meeting on September 10, 1998, the Board voted to recommend the new
agreement to shareholders for their approval.
BOARD OF TRUSTEES EVALUATION
At a special meeting of the Board on September 10, 1998, the Board of Trustees
of the Trust considered the previously submitted resignation of Scudder. The
Board discussed its options with respect to replacing Scudder. Prior to the
Board meeting, at the direction of the Board, management of the Fund had
evaluated several potential replacement sub-advisors. As a result of
management's evaluation, Delta was recommended to the Board to be the new
sub-adviser to the Fund.
The Trustees discussed the recommendation of fund management and reviewed their
fiduciary obligations. There was extended discussion of, and questioning about,
Delta's qualifications as an investment advisor and its plans for the Fund. As a
result of their investigation and consideration of Delta and the new
sub-advisory agreement, at its meeting on September 10, 1998, the Board voted to
approve Delta as the Fund's new sub-adviser, approve a new sub-advisory
agreement and to recommend both to the shareholders of the Fund for their
approval.
During its deliberations, the Board used outside assistance in its analysis of
Delta's financial status and other aspects of the Changeover to help evaluate
the potential effects upon the Fund and the Trust. Throughout the review process
the independent Trustees had the assistance of legal counsel.
3
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The Board obtained from Delta information regarding Delta and the future plans
of Delta with respect to the Fund. Included in the information furnished to and
discussed with the Board were financial statements and other representations of
the financial condition of Delta. In connection with their deliberations, the
Board obtained certain assurances from Delta, including the following:
- -- The Changeover will not result in any change in the Fund's investment
objectives or policies.
- -- The Changeover is not expected to result in any adverse change in the
investment management or operations of the Fund or of the Trust.
- -- Delta will comply with the mission statement of the Fund concerning the
screening of companies and the restrictions imposed on such companies by the
Adviser to the Fund.
In connection with the Board's approval of the new management agreement, the
Board considered that the terms of the Changeover do not require any change in
the Fund's investment objective or policies, or the investment management or
operation of the Trust. If, after the Changeover, changes are proposed that
might materially affect Delta's services to the Fund, the Board will consider
the effect of those changes and take such action as it deems advisable under the
circumstances.
In evaluating the new sub-advisory agreement, the Board took into account that
the new agreement for the Fund, including the terms relating to the services to
be provided and the fees and expenses payable by the Trust, is on the same terms
as the former agreement with Scudder. The Board considered a number of factors
in its evaluation of the proposed new agreement, including the nature and
quality of services provided by Delta; investment performance, both of Delta
itself and relative to that of competitive investment advisers; investment
management fees and expense ratios of the Trust and competitive investment
companies; Expected Delta profitability from managing the Fund; fall-out
benefits to Delta from its relationship to the Trust, including revenues derived
from services provided to the Trust by affiliates of Delta; and the potential
benefits to Delta and to the Trust and their shareholders of receiving research
services from broker/dealer firms in connection with the allocation of portfolio
transactions to such firms. The Board discussed the Changeover and the financial
condition of Delta with the senior management of Delta and among themselves.
In evaluating the new management agreement, the Board gave great, though not
controlling, weight to the fact that the new management agreement would not
result in any material change to the management of the Fund or the provision of
services to the Fund by the new sub-adviser. The nature and quality of services
provided by Delta; investment performance, both of the Trust itself and relative
to that of competitive investment companies; investment management fees and
expense ratios of the Trust and competitive investment companies; Delta
profitability from managing the Fund; fall-out benefits to Delta from its
relationship to the Trust, including revenues derived from services provided to
Trust by affiliates of Delta; and the potential benefits to Delta and to the
Trust and their shareholders of receiving research services from broker/dealer
firms in connection with the allocation of portfolio transactions to such firms,
were all equally important factors leading the Board to conclude that the new
sub-advisory agreement would be of benefit to the Fund. Of equal importance to
the Board was the fact that approval of the new sub-advisory agreement would
result in NO INCREASE in the ongoing expenses of the Fund. Lastly, the Board
gave careful consideration to the financial condition of Delta, its ongoing
financial viability, and its assurances to the Board that it would continue to
provide services to the Fund at the same level and in the same manner as the
Fund had enjoyed in the past.
4
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As a result of their investigation and consideration of the Changeover and the
new sub-advisory agreement, at its meeting on September 10, 1998, the Board
voted to approve the new sub-advisory agreement and to recommend it to the
shareholders of the Fund for their approval.
The Board of Trustees of the Fund recommends that you vote FOR approval of the
new sub-advisory agreement.
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OTHER INFORMATION
UNDERWRITER.
Beacon Global Advisors, Inc. ("Beacon") is a broker/dealer registered as such
with the Securities and Exchange Commission, and is a member in good standing of
the National Association of Securities Dealers. Beacon acts as principal
underwriter of the Fund's shares. Beacon is paid a fee of 0.25% of the average
daily net assets of the Fund pursuant to a Plan of Distribution under Rule 12b-1
of the Act for its services to the Fund as principal underwriter. The fees paid
to Beacon under the Plan are subject to review and approval by the Trust's
Independent Trustees, who may reduce such fees or terminate the Plan at any
time..
ALLOCATION OF PORTFOLIO TRANSACTIONS. Delta will be the portfolio manager for
the Fund, and will conform its investment activities to the objectives of the
Fund and in accordance with the direction of the Adviser to the Fund, Beacon
Global Advisors, Inc. Delta, in effecting purchases and sales of portfolio
securities for the account of the Fund, implements the Trust's policy of seeking
best execution of orders, which includes best net prices, except to the extent
that Delta may be permitted to pay higher brokerage commissions for research
services as described below. Consistent with this policy, orders for portfolio
transactions are placed with broker-dealer firms giving consideration to the
quality, quantity and nature of each firm's professional services, which include
execution, clearance procedures, wire service quotations and statistical and
other research information provided to the Fund and Delta. Any research benefits
derived are available for all clients, including clients of affiliated
companies. Since statistical and other research information is only
supplementary to research efforts of Delta and still must be analyzed and
reviewed by its staff, the receipt of research information is not expected to
materially reduce its expenses. In selecting among firms believed to meet the
criteria for handling a particular transaction, Delta may give consideration to
those firms that have sold or are selling shares of the Trust, as well as to
those firms that provide market, statistical and other research information to
the Trust and to Delta. Delta is not authorized to pay higher commissions or in
the case of principal trades, higher prices, to firms that provide such
services, except as provided below.
Delta may in certain instances be permitted to pay higher brokerage commissions
solely for receipt of market, statistical and other research services. Subject
to Section 28(e) of the Securities Exchange Act of 1934 and procedures adopted
by the Board, a Fund could pay to a firm that provides research services to
Delta a commission for effecting a securities transaction for the Fund in excess
of the amount other firms would have charged for the transaction. The Fund could
do this if Delta determines in good faith that the greater commission is
reasonable in relation to the value of the research services provided by the
executing firm viewed in terms either of a particular transaction or Delta's
overall responsibilities to the Fund or other clients. Not all such research
services may be useful or of value in advising a particular series. Research
benefits will be available for all clients of Delta and its subsidiaries. In
addition, the sub-advisory fee paid by the Fund to Delta is not reduced because
it receives these research services.
5
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MISCELLANEOUS
GENERAL
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement and all other costs in connection with solicitation
of proxies will be paid by the Trust, including any additional solicitation made
by letter, telephone or telegraph. In addition to solicitation by mail, certain
officers and representatives of the Trust, officers and employees of Delta and
certain financial services firms and their representatives, who will receive no
extra compensation for their services, may solicit proxies by telephone,
telegram or personally. In addition, the Trust and/or Delta may retain a firm to
solicit proxies on behalf of the Board, the fee for which will be borne by the
party incurring the expense. A COPY OF YOUR FUND'S ANNUAL REPORT AND ANY MORE
RECENT SEMI-ANNUAL REPORT ARE AVAILABLE WITHOUT CHARGE UPON REQUEST BY WRITING
TO THE TRUST, 4550 MONTGOMERY AVENUE, SUITE 302 NORTH, BETHESDA, MD 20814, OR BY
PHONING THE TRUST AT 1-800-662-9992.
PROPOSALS OF SHAREHOLDERS
As a Delaware Business Trust, the Trust is not required to hold annual
shareholder meetings, but will hold special meetings as required or deemed
desirable. Since the Trust does not hold regular meetings of shareholders, the
anticipated date of the next shareholders meeting cannot be provided. Any
shareholder proposal that may properly be included in the proxy solicitation
material for a special shareholder meeting must be received by the Trust no
later than four months prior to the date when proxy statements are mailed to
shareholders.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Trustees of the Trust is not aware of any matters that will be
presented for action at the Meeting other than the matters set forth herein.
Should any other matters requiring a vote of shareholders arise, the proxy in
the accompanying form will confer upon the person or persons entitled to vote
the shares represented by such proxy the discretionary authority to vote the
shares as to any such other matters in accordance with their best judgment in
the interest of the Trust.
VOTING, QUORUM
Each share of the Fund is entitled to one vote on each matter submitted to a
vote at the Meeting; no shares have cumulative voting rights.
Each valid proxy will be voted in accordance with the instructions on the proxy,
and as the persons named in the proxy determine on such other business as may
come before the Meeting. If no instructions are given, the proxy will be voted
FOR all items on the proxy. Shareholders who execute proxies may revoke them at
any time before they are voted, either by writing to the Trust or in person at
the time of the Meeting. Proxies given by telephone or electronically
transmitted instruments may be counted if obtained pursuant to procedures
designed to verify that such instructions have been authorized.
Item 1 (approval of new sub-advisory agreement with Delta), requires the
affirmative vote of a "majority of the outstanding voting securities" of the
Fund. The term "majority of the outstanding voting securities" as defined in the
1940 Act means: the affirmative vote of the lesser of:
(1) 67% of the voting securities of the Fund present at the meeting if more
than 50% of the outstanding shares of the Fund are present in person or by
proxy or
(2) more than 50% of the outstanding shares of the Fund.
6
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The Declaration of Trust and By-Laws of The Trust provide that the presence at a
shareholder meeting in person or by proxy of at least 33.3% of the shares of a
series constitutes a quorum for that series. Thus, the meeting for a particular
series could not take place on its scheduled date if less than 33.3% of the
shares of that series were represented. If, by the time scheduled for the
meeting, a quorum of shareholders of a series is not present or if a quorum is
present but sufficient votes in favor of any of the items are not received, the
persons named as proxies may propose one or more adjournments of the meeting for
that series to permit further soliciting of proxies from its shareholders. Any
such adjournment will require the affirmative vote of a majority of the shares
of the series as to which the meeting is being adjourned present (in person or
by proxy) at the session of the meeting to be adjourned. The persons named as
proxies will vote in favor of any such adjournment if they determine that such
adjournment and additional solicitation are reasonable and in the interest of
the respective series' shareholders.
In tallying shareholder votes, abstentions and "broker non-votes" (i.e., shares
held by brokers or nominees as to which (i) instructions have not been received
from the beneficial owners or persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular matter) will be
counted for purposes of determining whether a quorum is present for purposes of
convening the Meeting. Abstentions and broker non-votes will not be counted as
"votes cast" and will have no effect on the result of the vote. The Board of
Trustees of The Trust recommends an affirmative vote on all items.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Trustees,
Richard A. Ollen
Chairman
7
<PAGE>
EXHIBIT A
HOLDERS OF MORE THAN 5% OF
ANY CLASS OF A FUND'S SHARES
NAME AND ADDRESS % OWNERSHIP # SHARES
- ---------------- ----------- --------
Caroline D. Gabel 32.1% 20,207
654 F. Street N.E.
Washington, D.C. 20002
Robert J. Henrich 6.4% 4,031
Beacon Global Advisors,
Ltd. Trust
4550 Montgomery Avenue
Suite 302 North
Bethesda, MD 20814
<PAGE>
EXHIBIT B
FORM OF
SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT
Agreement made this ___ day of __________, 1998, by and between DELTA CAPITAL
MANAGEMENT, INC., a New York corporation and registered investment adviser
("Sub-Adviser"), and BEACON GLOBAL ADVISORS, INC., a Delaware corporation and
registered investment adviser ("Adviser").
WHEREAS, Beacon Global Advisors Trust, a Delaware Business Trust ("Trust") is an
open-end management investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), the shares of beneficial interest of
the initial series of which are called The Cruelty-Free Value Fund ("Fund") and
are registered under the Securities Act of 1933, as amended (the "1933 Act");
WHEREAS, the Trust has retained the Adviser to render to it investment advisory
and management services pursuant to an Investment Management Agreement, dated
April 8, 1997 ("Management Agreement"); and
WHEREAS, the Adviser desires at this time to retain the Sub-Adviser to render
investment advisory and management services for the Fund, and the Sub-Adviser is
willing to render such services;
NOW THEREFORE, in consideration of the mutual covenants hereinafter contained,
it is hereby agreed by and between the parties hereto as follows:
1. Appointment. The Adviser hereby appoints the Sub-Adviser, and the
Sub-Adviser accepts the appointment, to manage the investment and
reinvestment of the assets of the Fund and to furnish other services for
the period and on the terms set forth herein.
2. Delivery of Documents.
(a) Adviser has furnished Sub-Adviser with copies properly certified or
authenticated of each of the following:
(i) Certificate of Trust, as filed with the State of Delaware on
September 16, 1996, and all amendments thereto or restatements
thereof;
(ii) Trust Instrument and Trust's By-Laws and amendments thereto;
(iii)Resolutions of the Trust's Board of Trustees authorizing the
appointment of the Sub-Adviser and approving this Agreement; (iv)
Trust's Notification of Registration on Form N-8A under the 1940
Act as filed with the Securities and Exchange Commission ("SEC")
on October 28, 1996, and all amendments thereto; and
(v) Trust's Registration Statement on Form N-1A under the 1933 Act
(File No. 333-14919) and under the 1940 Act as filed with the
SEC, and all amendments thereto.
Adviser will furnish Sub-Adviser from time to time with copies of all
amendments of or supplements to the foregoing and Trust's most recent Prospectus
and Statement of Additional Information (such prospectus and statement of
additional information, as presently in effect, and all amendments and
supplements thereto are herein collectively called the "Prospectus").
<PAGE>
(b) By executing this Agreement, the Adviser acknowledges prior receipt of
the Sub-Adviser's Part II of Form ADV filed with the Securities and
Exchange Commission.
3. Management. The Sub-Adviser 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 and applicable laws
and regulations; (ii) be subject to the supervision of the Adviser 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-Adviser. The
Sub-Adviser is authorized, on behalf of the Fund, to give instructions to the
custodian of the Fund as to deliveries of securities and payments of cash for
the account of the Fund. The Sub-Adviser shall have access to such repots and
records of the Fund as it deems necessary to perform its services hereunder.
Except as specifically stated in this Section 3 and in Section 10, the
Sub-Adviser shall not be responsible for providing; (i) compliance monitoring,
reporting or testing; (ii) record maintenance or preparation; (iii) accounting,
tax or other services to the Fund. The Sub-Adviser will prepare and maintain the
following: trade orders and written correspondence with brokers or dealers
regarding such trade orders, written correspondence with the custodian(s) and
accountants for the Fund and all communications with issuers regarding the
voting of the securities.
In connection with the selection of brokers or dealers by the Sub-Adviser
and the placing of orders with said brokers or dealers, the Sub-Adviser will
seek for the Fund best execution of orders. The Sub-Adviser 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 cased the Fund to pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction, if the Sub-Adviser determined 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 the Sub-Adviser's overall
responsibilities with respect to the clients of the Sub-Adviser as to which the
Sub-Adviser exercises investment discretion. The Adviser recognizes that all
research services and research that the Sub-Adviser receives or generates are
available for all clients and that the Fund and other clients may benefit
thereby.
The Sub-Adviser shall for all purposes herein provided be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Fund or the Adviser in any
way or otherwise be deemed to be an agent of the Fund or the Adviser.
4. Additional Series. In the event that the Trust establishes one or more
additional series with respect to which the Adviser desires to retain the
Sub-Adviser to render investment advisory and management services hereunder, the
Adviser shall notify the Sub-Adviser in writing. If the Sub-Adviser is willing
to render such services, it shall notify the Adviser in writing whereupon such
series shall become subject to this Agreement.
5. Compensation. For the services described in Section 3, the Adviser will pay
to the Sub-Adviser for 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. Any fee waiver or
expense reimbursement by the Adviser during a quarter will reduce the amount
owing to the Sub-Adviser.
The fee as computed above shall be computed separately for each series of the
Trust subject to this Agreement based on the average daily net assets of such
series. For the quarter 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.
<PAGE>
6. Non-Exclusivity. The services of the Sub-Adviser under this Agreement are not
to be deemed exclusive, and the Sub-Adviser shall be free to render similar
services or other services to others so long as its services hereunder are not
impaired thereby.
7. Net Asset Value. The net asset value of each series of the Trust shall be
calculated in accordance with the provisions of the Prospectus. On each day when
the net asset value is not calculated, the net asset value of a series shall be
deemed to be the net asset value of such series as of the close of business on
the last day on which such calculation was made for the purpose of the foregoing
computations.
8. Limitation of Liability. The Sub-Adviser shall not be liable for any error of
judgement or of law or for any loss suffered by the Trust or the Adviser 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-Adviser in the performance of its obligations and duties or by reason of
its reckless disregard of its obligations and duties under this Agreement.
9. Duration and Termination. This Agreement shall become effective with respect
to the Fund on the date hereof and shall remain in full force for two years
thereafter, unless sooner terminated as hereinafter provided. This Agreement
shall continue in force from year to year thereafter with respect to each series
subject to this Agreement, but only as long as such continuance is specifically
approved for each series at least annually in the manner required by the 1940
Act and the rules and regulations thereunder; provided, however, that if the
continuation of this Agreement is not approved for a series, the Sub-Adviser may
continue to serve in such capacity for such series in the manner and to the
extent permitted by the 1940 Act and the rules and regulations thereunder.
This Agreement shall automatically terminate in the event of its assignment
or in the event of the termination of the Management Agreement and may be
terminated at any time with respect to any series without the payment of any
penalty by the Adviser or the Sub-Adviser 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 Adviser and the Sub-Adviser.
This Agreement may be terminated with respect to any series at any time
without the payment of any penalty by the Board of Trustees of the Trust, by
vote of a majority of the outstanding voting securities of such series or by the
Adviser in the event that it shall have been established by a court of competent
jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser
has taken any action which results in a breach of the covenants of the
Sub-Adviser set forth herein.
The terms "assignment' and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the 1940 Act and the rules and
regulations thereunder.
Termination of this Agreement shall not affect the right of the Sub-Adviser
to receive payments on any unpaid balance of the compensation described in
Section 5 earned prior to such termination.
10. Proxies, Tender Offers, Class Actions, Etc. The Sub-Adviser will act as the
Trust's agent and attorney-in-fact to vote, tender, convert, endorse, transfer
and deliver securities in the Fund, to elect the form of dividend payments and
to execute proxies, waivers consents and other instruments with respect to such
securities, subject to any written instructions received from the Adviser or the
Trust within a reasonable period prior to the action. The Sub-Adviser shall
disclose to the Adviser any material conflict of interest it or its affiliates
may have with respect to the vote or other requested action, within a reasonable
period prior to the action.
<PAGE>
11. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder shall not
be thereby affected.
12. Notice. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notice.
13. Governing Law. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Delaware, without giving
effect to the conflicts of law principles thereof, and in accordance with the
1940 Act. To the extent that the applicable laws of the State of Delaware
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
14. Amendment. No provision of this Agreement may be changed, waived, discharged
or terminated orally, but only by written instrument signed on behalf of each of
the parties.
15. Entire Agreement. This Agreement is the entire contract between the parties
relating to the subject matter hereof and supercedes all prior agreements
between the parties relating to the subject matter hereof.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of the day and year first above written.
DELTA CAPITAL MANAGEMENT, INC.
By: __________________________________
Title: _______________________________
BEACON GLOBAL ADVISORS, INC.
By: __________________________________
Title: _______________________________
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Thank you for mailing your ballot promptly!
We appreciate your continuing support and look forward
to serving your future investment needs.
<PAGE>
BEQCON GLOBAL ADVISORS TRUST
1. For Shareholders of the Cruelty-Free Value Fund. Approve a new sub-advisory
agreement with Delta Capital Management Inc. on the same terms as the
former agreement between the Fund and Scudder Kemper Investments, Inc.
For Against Abstain
/ / / / / /
Signature(s) (All registered owners of accounts shown to the left must sign. If
signing for a corporation, estate or trust, please indicate your capacity or
title.)
X
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Signature Date
X
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Signature Date
PLEASE VOTE TODAY! PLEASE VOTE PROMPTLY!
Your vote is needed! Please vote on the reverse side of this form and sign in
the space provided. Return your completed proxy in the enclosed envelope today.
You may receive additional proxies for your other accounts with The Trust. These
are not duplicates; you should sign and return each proxy card in order for your
votes to be counted. Please return them as soon as possible to help save the
cost of additional mailings.
The signers of this proxy hereby appoint Paul Giorgio and Linda Coyne, and each
of them, attorneys and proxies, with power of substitution in each, to vote all
shares for the signers at the special meeting of shareholders to be held
December 30, 1998, and at any adjournments thereof, as specified herein, and in
accordance with their best judgement, on any other business that may properly
come before this meeting. If no specification is made herein, all shares will be
voted "FOR" the proposals set forth on this proxy. The proxy is solicited by the
Board of The Trust which recommends a vote "FOR" all matters.
