SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)
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 ss.240.14a-12
ALPHA ANALYTICS INVESTMENT TRUST
--------------------------------
(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 required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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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.
|_| 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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<PAGE>
ALPHA ANALYTICS VALUE FUND
1901 AVENUE OF THE STARS, SUITE 1100
LOS ANGELES, CALIFORNIA 90067
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD _________, 2000
Dear Shareholders:
The Board of Trustees of Alpha Analytics Investment Trust (the "Trust"),
an open-end investment company organized as an Ohio business trust, has called a
special meeting of the shareholders of the Alpha Analytics Value Fund series of
the Trust, to be held at ____________________on ______, 2000 at
_____________a.m./p.m., for the following purposes:
1. Approval of a new sub-advisory agreement between Alpha Analytics Investment
Group LLC, the Fund's investment adviser, and Cambiar Investors Inc., the
Fund's sub-adviser. NO FEE INCREASE IS PROPOSED.
2. Ratification of the selection of McCurdy & Associates CPA's, Inc. as the
independent public accountants for the Alpha Analytics Value Fund for the
fiscal year ending July 31, 2000.
3. Transaction of such other business as may properly come before the meeting
or any adjournment(s) thereof.
Shareholders of record at the close of business on ________, 2000 are
entitled to notice of, and to vote at, the special meeting and any
adjournment(s) or postponement(s) thereof.
By Order of the Board of Trustees
/S/ JACK P. McNALLY
JACK P. McNALLY
Secretary
_______, 2000
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE OR BY FAXING IT TO
_________, WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING. IF YOU ATTEND
THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
2
<PAGE>
ALPHA ANALYTICS VALUE FUND
1901 AVENUE OF THE STARS, SUITE 1100
LOS ANGELES, CA 90067
------------
PROXY STATEMENT
------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ______, 2000
------------
INTRODUCTION
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION
OF PROXIES BY THE BOARD OF TRUSTEES OF ALPHA ANALYTICS INVESTMENT TRUST (the
"Trust"), on behalf of the Alpha Analytics Value Fund (the "Fund") for use at
the Special Meeting of Shareholders of the Fund (the "Meeting") to be held at
_____________________, ____________ on __________, 2000 at _________pm/am, and
at any and all adjournments thereof. The Notice of Meeting, Proxy Statement and
accompanying form of proxy will first be mailed to shareholders on or about
_____________, 2000.
Cambiar Investors Inc. ("Cambiar") currently acts as the sub-adviser
to the Fund pursuant to a sub-advisory agreement between Cambiar and Alpha
Analytics Investment Group LLC ("Alpha"), the Fund's investment adviser. Cambiar
is a wholly-owned subsidiary of United Asset Management Corporation ("UAM"). UAM
and Old Mutual plc ("Old Mutual") have announced an agreement for Old Mutual to
acquire UAM, and a change of control of Cambiar will occur in connection with
the acquisition.
Pursuant to the Investment Company Act of 1940, as amended (the
"Investment Company Act"), a transaction which results in a change of control of
a sub-adviser may be deemed an "assignment." The Investment Company Act further
provides that a sub-advisory agreement will automatically terminate in the event
of an assignment. As a result, the shareholders are being asked to consider the
following proposals:
1. Approval of a new sub-advisory agreement between Alpha Analytics
Investment Group LLC and Cambiar.
2. Ratification of the selection of McCurdy & Associates CPA's, Inc. as
the independent public accountants for the Fund for the fiscal year
ending July 31, 2001.
3. Transaction of any other business, not currently contemplated, that
may properly come before the meeting or any adjournment thereof.
A COPY OF THE FUND'S MOST RECENT ANNUAL REPORT, AND MOST RECENT
SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, INCLUDING FINANCIAL STATEMENTS
AND SCHEDULES, IS AVAILABLE AT NO CHARGE BY SENDING A WRITTEN REQUEST TO MR.
JACK P. MCNALLY, SECRETARY, ALPHA ANALYTICS INVESTMENT TRUST, 1901 AVENUE OF THE
STARS, SUITE 1100, LOS ANGELES, CA 90067 OR BY CALLING THE FUND AT
1-877-257-4240.
3
<PAGE>
PROPOSAL 1
NEW SUB-ADVISORY AGREEMENT WITH CAMBIAR INVESTORS INC.
BACKGROUND
----------
Cambiar is currently a wholly-owned subsidiary of UAM. On July 16,
2000, UAM entered into an Agreement and Plan of Merger with Old Mutual, a public
limited company based in the United Kingdom, and OM Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of Old Mutual, for Old Mutual
to acquire UAM through a tender offer and merger. The acquisition of UAM by Old
Mutual is expected to close by the end of 2000, and a change of control of
Cambiar will occur in connection with the acquisition.
Under the Investment Company Act, a transaction that results in a
change of control of a sub-adviser may be deemed an "assignment." The Investment
Company Act further provides that a sub-advisory agreement will automatically
terminate in the event of its assignment. Old Mutual's acquisition of UAM will
result in a "change in control" of Cambiar for purposes of the Investment
Company Act and will cause the "assignment" and resulting termination of the
present sub-advisory agreement.
THE CURRENT SUB-ADVISORY AGREEMENT
----------------------------------
Cambiar currently provides investment advisory services to the Fund
pursuant to a sub-advisory agreement between Alpha and Cambiar. The current
sub-advisory agreement requires Cambiar to furnish an investment program for the
Fund, make investment decisions on behalf of the Fund, and place all orders for
purchase and sale of portfolio securities.
The current sub-advisory agreement, dated December 8, 1998, was
approved by the shareholders on December 22, 1998 upon the formation of the
Fund. The current sub-advisory agreement was last approved by the Board of
Trustees, including a majority of the Trustees who are not interested persons,
as defined in the Investment Company Act, of Alpha Analytics Investment Trust,
("the Independent Trustees"), on September 6, 2000. Cambiar receives from Alpha
(not the Fund) a sub-advisory fee of 0.50% of the average daily net assets of
the Fund pursuant to the current sub-advisory agreement. During the fiscal year
ended July 31, 2000, Alpha paid to Cambiar sub-advisory fees of $__________.
THE INTERIM SUB-ADVISORY AGREEMENT
----------------------------------
Ordinarily, shareholder approval must be obtained before a
sub-advisory agreement takes effect. Rule 15a-4 under the Investment Company
Act, however, permits a sub-adviser to a registered investment company to serve
temporarily under an interim contract that is approved by a fund's board but
that has not received shareholder approval, if the following conditions are met:
(i) the compensation under the interim contract is no greater than
under the previous contract;
(ii) the fund's board of trustees, including a majority of the
disinterested trustees, has voted in person to approve the
interim contract before the previous contract is
terminated;
(iii) the fund's board of trustees, including a majority of the
disinterested trustees, determines that the scope and
quality of services to be provided to the fund under the
interim contract will be at least equivalent to the scope
and quality of services provided under the previous
contract;
4
<PAGE>
(iv) the interim contract provides that the fund's board of
trustees or a majority of the fund's outstanding voting
securities may terminate the contract at any time, without
payment of any penalty, on not more than 10 calendar days
written notice to the sub-adviser;
(v) the interim contract contains the same provisions as the
previous contract with the exception of effective and
termination dates, provisions required by Rule 15a-4, and
other differences determined to be immaterial by the board
of trustees; and
(vi) the interim contract provides, in accordance with the
specific provisions of Rule 15a-4, for the establishment of
an escrow account for fees received under the interim
contract pending approval of a new sub-advisory agreement
by shareholders.
The change of control of Cambiar, which will occur in connection with
the acquisition of UAM by Old Mutual, is anticipated to occur prior to the end
of 2000. In the event that shareholder approval is not obtained for a new
sub-advisory agreement before the change of control, an Interim Sub-Advisory
Agreement with Cambiar, which was approved by the Board of Trustees on September
6, 2000, will take effect. Cambiar will serve as sub-adviser pursuant to the
interim agreement for 150 days after the change in control or, if earlier, until
a new sub-advisory agreement is approved by shareholders. If shareholders
approve the new sub-advisory agreement within the 150-day period, the amount
held in the escrow account, plus interest, will be paid to Cambiar. If
shareholders do not approve the new sub-advisory agreement, Cambiar will be paid
the lesser of the costs incurred in performing its services under the interim
agreement or the total amount in the escrow account, plus interest earned.
THE NEW SUB-ADVISORY AGREEMENT.
------------------------------
Alpha will, subject to shareholder approval, enter into a new
sub-advisory agreement with Cambiar. The terms and conditions of the new
sub-advisory agreement are substantially identical in all material respects to
those of the current sub-advisory agreement, with the exception of the date of
execution, effectiveness, and termination.
If the new sub-advisory agreement is approved by shareholders of the
Fund prior to the change of control of Cambiar, the new sub-advisory agreement
will become effective when the change of control is completed. If a new
sub-advisory agreement is approved by shareholders of the Fund after the change
of control, the new sub-advisory agreement will become effective upon
shareholder approval. The new sub-advisory agreement provides that it will
remain in force for an initial term of two years, and from year to year
thereafter, subject to annual approval by (a) the Board of Trustees or (b) a
vote of a majority (as defined in the Investment Company Act) of the outstanding
shares of the Fund; provided that in either event continuance is also approved
by a majority of the Independent Trustees, by a vote cast in person at a meeting
called for the purpose of voting on such approval. The new agreement may be
terminated at any time, on sixty days written notice, without the payment of any
penalty by Alpha, by the Board of Trustees, by a vote of the majority of the
outstanding voting securities of the Fund, or by Cambiar. The new sub-advisory
agreement automatically terminates in the event of its assignment.
The new sub-advisory agreement provides that Cambiar shall not be
liable for any error of judgment or mistake of law or any loss suffered by the
Fund, except a loss resulting from Cambiar's willful misfeasance, bad faith or
gross negligence, or Cambiar's reckless disregard of its obligations.
The new sub-advisory agreement for the Fund is attached as Exhibit
A. You should read the agreement. The description in this Proxy Statement of the
new sub-advisory agreement is only a summary.
5
<PAGE>
INFORMATION CONCERNING CAMBIAR INVESTORS INC.
---------------------------------------------
Cambiar Investors Inc., 2401 East Second Ave., Suite 400, Denver, CO
80206, currently serves as sub-adviser to the Fund. Cambiar has provided
investment management services to corporations, foundations, endowments, pension
and profit sharing plans, trusts, estates, and other institutions and
individuals since 1973. Cambiar is a wholly-owned subsidiary of UAM, 211
Congress St., 4th Floor, Boston, MA 02110.
The following chart provides information regarding the other mutual
funds that have an investment objective similar to the Fund and to which Cambiar
serves as the adviser:
<TABLE>
<CAPTION>
--------------------------------------------------- ------------------------------ ------------------------------
FUND SIZE (IN MILLIONS) ANNUAL ADVISORY FEES
AS OF JUNE 30, 2000
--------------------------------------------------- ------------------------------ ------------------------------
<S> <C> <C>
Cambiar Opportunity Fund $4.2 1.00%(1)
--------------------------------------------------- ------------------------------ ------------------------------
American Hospital Association Diversified and
Balanced Fund $89.0 0.25%
--------------------------------------------------- ------------------------------ ------------------------------
<FN>
(1) Cambiar has agreed to waive a portion of its fee in order to maintain total
annual expenses at 1.30%.
</FN>
</TABLE>
The table below gives the name and principal occupation of each
current director and the principal executive officer of Cambiar. The mailing
address for each person is 2401 East Second Ave., Suite 400, Denver, CO 80206.
<TABLE>
<CAPTION>
NAME POSITION WITH CAMBIAR PRINCIPAL OCCUPATION
---- --------------------- --------------------
<S> <C> <C>
Brian M. Barish President and Director Portfolio Manager/Analyst
Michael S. Barish Chairman and Director Chairman
Terrell J. Butz Executive Vice President and Director Head of Administrative
Operations
</TABLE>
Section 15(f) of the Investment Company Act provides that an
investment adviser (such as Cambiar) to a registered investment company, and the
affiliates of such investment adviser (such as UAM), may receive any amount or
benefit in connection with a sale of any interest in such adviser that results
in an assignment of an investment advisory contract if two conditions are
satisfied. These conditions are that (1) for a period of three years after such
assignment, at least 75% of the board of directors or trustees of the investment
company cannot be "interested persons" (within the meaning of Section 2(a)(19)
of the Investment Company Act) of the new investment adviser or its predecessor,
and (2) no "unfair burden" (as defined in the Investment Company Act) may be
imposed on the investment company as a result of the assignment or any express
or implied terms, conditions or understandings applicable thereto.
Consistent with the first condition of Section 15(f), Old Mutual and
UAM have agreed in the Agreement and Plan of Merger that, for a period of three
years after the closing of the acquisition, they will not take or recommend any
action that would cause more than 25% of the Trustees of the Trust to be
interested persons of UAM or its successor. With respect to the second condition
of Section 15(f), an unfair burden on an investment company is defined in the
Investment Company Act to include any arrangement during the two-year period
after any such transaction occurs whereby the investment adviser or its
predecessor or successor, or any interested person of such adviser, predecessor
or successor, receives or is entitled to receive any compensation of two types,
either directly or indirectly. The first type is compensation from any person in
connection with the purchase or sale of securities or other property to, from or
on behalf of the investment company, other than bona fide ordinary compensation
as principal underwriter for such company. The second type is compensation from
the investment company or its security holders for other than bona fide
investment advisory or other services. In the Agreement and Plan of Merger, Old
Mutual and UAM have agreed not to take or recommend any action that would
constitute an unfair burden on the Fund within the meaning of Section 15(f).
Cambiar is authorized to, and does, select brokers for Fund portfolio
transactions who also provide research services. As a result, Cambiar receives
research services (such as company research, stock quotes, newsletters, etc.)
from various brokers in return for allocating Fund brokerage transactions to the
brokers. The research services furnished the Fund's brokers may also be used by
Cambiar in servicing its other clients. Similarly, research provided by brokers
servicing other clients may be useful to Cambiar in connection with its services
to the Fund. Although research services are useful to the Fund and Cambiar, it
is not possible to place a dollar value on the research received.
EVALUATION BY THE BOARD OF TRUSTEES.
-----------------------------------
The Board has determined that continuity and efficiency of portfolio
sub-advisory services after the change of control of Cambiar can best be assured
by approving the new sub-advisory agreement. The Board believes that the new
sub-advisory agreement will enable the Trust to continue to obtain sub-advisory
services of high quality at costs which it deems appropriate and reasonable and
that approval of the new sub-advisory agreement is in the best interests of the
Trust and the shareholders of the Fund.
At a meeting of the Board of Trustees held on September 6, 2000, the
Board, including the Independent Trustees, evaluated the impact of the proposed
acquisition of UAM by Old Mutual on the Fund. The President of Cambiar was
present (by telephone) at the Board meeting to discuss the proposed acquisition.
In evaluating the impact of the acquisition, the Board, including the
Independent Trustees, requested and reviewed, with the assistance of legal
counsel, materials furnished by Cambiar and UAM, including financial
information, and discussed the proposed new sub-advisory agreement. The
Independent Trustees met separately with legal counsel.
Based on its review, the Board of Trustees believes that approval of
the proposed new sub-advisory agreement is in the best interests of the Trust
and the Fund's shareholders. Accordingly, the Board of Trustees, including the
Independent Trustees, unanimously recommends approval by the shareholders of the
new sub-advisory agreement. In making this recommendation, the Trustees
primarily evaluated (i) the experience, reputation, qualifications and
background of Cambiar's investment personnel, (ii) the nature and quality of
operations and services that Cambiar is expected to provide the Fund with no
change in fees and (iii) the benefits of continuity in services to be provided
after the change of control.
The Trustees also gave careful consideration to factors deemed
relevant to the Trust and the Fund, including, but not limited to (i) the
performance of the Fund since commencement of its operations, (ii) the
investment objective and policies of the Fund, (iii) that the compensation to be
paid under the new sub-advisory agreement will be the same as the rate paid
under the current sub-advisory agreement, (iv) that the terms of the new
sub-advisory agreement are substantially identical to the terms of the current
sub-advisory agreement, (v) the financial conditions of UAM and Old Mutual and
(vi) the commitment of UAM to pay or reimburse the Trust for expenses incurred
in connection with the change of control.
7
<PAGE>
The Board viewed as significant the representation of the President
of Cambiar that the same persons who are presently responsible for the portfolio
management of the Fund will continue in such positions following the change of
control, that no changes in Cambiar's method of operation or location are
expected, and that no change in the scope and quality of services provided to
the Fund will result from the change of control.
As a result of their considerations, the Board of Trustees, including
all of the Independent Trustees, determined that the new sub-advisory agreement
would be in the best interests of the Fund and its shareholders. Accordingly,
the Board of Trustees, by separate vote of the Independent Trustees and the
entire Board of Trustees, unanimously approved the new sub-advisory agreement
and voted to recommend it to shareholders for approval.
THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF
THE PROPOSED SUB-ADVISORY AGREEMENT
PROPOSAL 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
McCurdy & Associates CPA's, Inc. has been selected by the unanimous
vote of the Board of Trustees, including the Independent Trustees, as the
independent public accountants for the Fund for the current fiscal year ending
July 31, 2001. The employment of McCurdy & Associates CPA's, Inc. is conditioned
upon the right of the Fund, by a vote of a majority of the Fund's outstanding
shares, to terminate the employment without any penalties. If the Fund's
shareholders do not ratify the selection of McCurdy & Associates CPA's, Inc.,
other certified public accountants will be considered for selection for the Fund
by the Board of Trustees.
Representatives of McCurdy & Associates CPA's, Inc. are not expected
to be present at the meeting, although they will have an opportunity to attend
and to make a statement, if they desire to do so. If representatives of McCurdy
& Associates CPA's, Inc. are present, they will be available to respond to
appropriate questions from shareholders.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS RATIFY THE
SELECTION OF MCCURDY & ASSOCIATES CPA'S, INC.
OPERATION OF THE FUND
The Fund is a diversified series of Alpha Analytics Investment Trust,
an open-end investment company organized as an Ohio business trust on August 18,
1998. The Board of Trustees supervises the business activities of the Fund. Like
other mutual funds, the Trust retains various organizations to perform
specialized services. As described above, the Fund currently retains Alpha
Analytics Investment Group LLC, 1901 Avenue of the Stars, Suite 1100, Los
Angeles, CA 90067 as its investment adviser. The Trust retains American Data
Services, Inc., P.O. Box 5536, Hauppage, New York 11788-0132 to manage the
Fund's business affairs and provide the Fund with administrative services,
including all regulatory reporting and necessary office equipment, personnel and
facilities. American Data Services, Inc. also serves as transfer agent, dividend
paying agent, and shareholder services agent for the Fund. The Trust retains
AmeriMutual Fund Distributors, Inc., 150 Motor Parkway, Suite 109, Hauppage, New
York 11788-5167 to act as the principal distributor of the Fund's shares.
8
<PAGE>
THE PROXY
The Board of Trustees solicits proxies so that each shareholder has
the opportunity to vote on the proposals to be considered at the Meeting. A
proxy for voting your shares at the Meeting is enclosed. The shares represented
by each valid proxy received in time will be voted at the meeting as specified.
If no specification is made, the shares represented by a duly executed proxy
will be voted (1) for approval of the proposed new sub-advisory agreement
between Alpha Analytics Investment Group LLC and Cambiar, (2) for the
ratification of the selection of McCurdy & Associates CPA's, Inc. as the Fund's
independent public accountant, and (3) at the discretion of the holders of the
proxy on any other matter that may come before the meeting that the Trust did
not have notice of a reasonable time prior to the mailing of this Proxy
Statement. You may revoke your proxy at any time before it is exercised by (1)
submitting a duly executed proxy bearing a later date, (2) submitting a written
notice to the President of the Trust revoking the proxy, or (3) attending and
voting in person at the Meeting.
VOTING SECURITIES AND VOTING
The Board of Trustees fixed the close of business on ____________,
2000 as the record date for determining the shareholders entitled to notice of
and to vote at the Meeting or any adjournment(s) thereof (the "Record Date").
There were _______________ shares of beneficial interest of the Fund issued and
outstanding as of the Record Date. Only shareholders of record on the Record
Date are entitled to vote at the Meeting. Each shareholder is entitled to one
(1) vote per share held, and fractional votes for fractional shares held, on any
matter submitted to a vote at the Meeting. The presence, in person or by proxy,
of the holders of at least a majority of the aggregate number of shares of the
Fund entitled to vote is necessary to constitute a quorum for the Fund at the
Meeting.
An affirmative vote of the holders of a majority of the outstanding
shares of the Fund is required for the approval of the proposed sub-advisory
agreement. As defined in the Investment Company Act, a vote of the holders of a
majority of the outstanding shares of a Fund means the vote of (1) 67% or more
of the voting shares of the Fund present at the Meeting, if the holders of more
than 50% of the outstanding shares of the Fund are present in person or
represented by proxy, or (2) more than 50% of the outstanding voting shares of
the Fund, whichever is less. The affirmative vote of a simple majority of the
voted shares of the Fund is required to ratify the selection of McCurdy &
Associates CPA's, Inc. as accountants for the Fund.
Broker non-votes and abstentions will be considered present for
purposes of determining the existence of a quorum and the number of shares of
the Fund represented at the meeting, but they are not affirmative votes for any
proposal. As a result, with respect to approval of the proposed sub-advisory
agreement, non-votes and abstentions will have the same effect as a vote against
the proposal because the required vote is a percentage of the shares present or
outstanding. However, with respect to the ratification of the selection of
McCurdy & Associates CPA's, Inc., they will have no effect on its approval or
disapproval because approval requires a majority of voted shares.
9
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of September 10, 2000,
with respect to the number of shares of the Fund beneficially owned by (i) each
Trustee and named executive officers of the Trust and (ii) all Trustees and
named executive officers of the Trust as a group.
<TABLE>
<CAPTION>
AMOUNT PERCENT
NAME BENEFICIALLY OWNED OF CLASS
---- ------------------ --------
<S> <C> <C>
Donald Alshuler 1,918 *
Robert E. Gipson 275,672(1) 86.06%
Jack P. McNally 1,107 *
Felice R. Cutler 0 *
Michelle M. Schoeffel 0 *
All Trustees and named executive officers as a
group (5 persons) 278,697 87.00%
<FN>
* Less than 1% of the Fund.
(1) Includes 109,667 shares over which he has sole voting and investment
power and 166,005 shares over which he has shared voting and investment
power.
</FN>
</TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of September 10, 2000, Wildwood Enterprises, P.O. Box 60520, Los
Angeles, CA 90060, owned 163,515 shares of the Fund, or 51.05% of the
outstanding shares of the Fund. The shares owned by Wildwood Enterprises are
included in the number of shares beneficially owned by Robert E. Gipson, as
described in the table above. Other than as described above, as of the September
10, 2000, there was no person (including any "group" as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) known by
the Trust to be the beneficial owner of more than 5% of the outstanding shares
of the Fund.
SHAREHOLDER PROPOSALS
The Trust has not received any shareholder proposals to be considered
for presentation at the Meeting. Under the proxy rules of the Securities and
Exchange Commission, shareholder proposals may, under certain conditions, be
included in the Trust's proxy statement and proxy for a particular meeting.
Under these rules, proposals submitted for inclusion in the Trust's proxy
materials must be received by the Trust within a reasonable time before the
solicitation is made. The fact that the Trust receives a shareholder proposal in
a timely manner does not insure its inclusion in its proxy materials, because
there are other requirements in the proxy rules relating to such inclusion. You
should be aware that annual meetings of shareholders are not required as long as
there is no particular requirement under the Investment Company Act, which must
be met by convening such a shareholder meeting. Any shareholder proposal should
be sent to Mr. Jack P. McNally, Secretary, Alpha Analytics Investment Trust,
1901 Avenue of the Stars, Suite 1100, Los Angeles, California 90067.
10
<PAGE>
COST OF SOLICITATION
The Board of Trustees of the Trust is making this solicitation of
proxies. The cost of preparing and mailing this Proxy Statement, the
accompanying Notice of Special Meeting and proxy and any additional materials
relating to the meeting and the cost of soliciting proxies will be borne by UAM.
In addition to solicitation by mail, the Trust will request banks, brokers and
other custodial nominees and fiduciaries to supply proxy materials to the
beneficial owners of shares of the Fund of whom they have knowledge, and Cambiar
will reimburse them for their expenses in so doing. Certain officers, employees
and agents of the Trust, Alpha and Cambiar may solicit proxies in person or by
telephone, facsimile transmission or mail, for which they will not receive any
special compensation.
OTHER MATTERS
The Trust's Board of Trustees knows of no other matters to be
presented at the Meeting other than as set forth above. If any other matters
properly come before the meeting that the Trust did not have notice of a
reasonable time prior to the mailing of this Proxy Statement, the holders of the
proxy will vote the shares represented by the proxy on such matters in
accordance with their best judgment, and discretionary authority to do so is
included in the proxy.
BY ORDER OF THE BOARD OF TRUSTEES
/S/ Jack P. McNally
Jack P. McNally
Secretary
Dated _________, 2000
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
REPLY ENVELOPE OR FAX IT TO _________________.
11
<PAGE>
EXHIBIT A
ALPHA ANALYTICS INVESTMENT GROUP, LLC
SUB-ADVISER AGREEMENT
SUB-ADVISER AGREEMENT executed as of ____________, 2000 between ALPHA ANALYTICS
INVESTMENT GROUP, LLC (the "Adviser") and CAMBIAR INVESTORS INC. (the
"Sub-Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is agreed as
follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST
(a) Subject always to the control of the Trustees of Alpha
Analytics Investment Trust (the "Trust"), an Ohio business
trust, the Sub-Adviser, at its expense, will furnish
continuously an investment program for the Alpha Analytics
Value Fund (the "Fund"), a series of shares of the Trust.
The Sub-Adviser will use its best judgement to make
investment decisions on behalf of the Fund, place all
orders for the purchase and sale of portfolio securities
and execute all agreements related thereto. In the
performance of its duties, the Sub-Adviser will comply with
the provisions of the Agreement and Declaration of Trust
and By-laws of the Trust and the objective and policies of
the Fund, as set forth in the then-current Registration
Statement of the Trust filed with the Securities and
Exchange Commission ("SEC") and any applicable federal and
state laws, and will comply with other policies which the
Trustees of the Trust (the "Trustees") or the Adviser, as
the case may be, may from time to time determine and which
are furnished to the Sub-Adviser. The Sub-Adviser shall
make its officers and employees available to the Adviser
from time to time at reasonable times to review investment
policies of the Fund and to consult with the Adviser
regarding the investment affairs of the Fund. The
Sub-Adviser will provide the Trust's custodian with such
information relating to the Trust as may be required under
the terms of the then-current custody agreement between the
Trust and the custodian. In the performance of its duties
hereunder, the Sub-Adviser is and shall be an independent
contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for or represent
the Trust in any way or otherwise be deemed to be an agent
of the Trust.
(b) The Sub-Adviser will maintain books and records with
respect to the securities transactions of the Fund and
shall render to the Adviser such periodic and special
reports as the Adviser or the Trustees may request. The
Sub-Adviser agrees that all records which it maintains for
the Trust are the property of the Trust and it will
promptly surrender any of such records to the Trust upon
the Trust's request. The Sub-Adviser further agrees to
preserve, for the periods prescribed by Rule 31a-2 under
the Investment Company Act of 1940, as amended ("1940
Act"), any such records as are required to be maintained by
the Sub-Adviser with respect to the Trust by Rule 31a-1
under the 1940 Act.
<PAGE>
(c) During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred byit in connection with its
activities under this Agreement other than the cost of
securities and investments purchased for the Fund
(including taxes and brokerage commissions, if any).
2. BROKERAGE
In placing orders with brokers and/or dealers, the Sub-Adviser is
directed at all times to seek best qualitative execution for
purchases and sales on behalf of the Fund, taking into account such
factors as price (including the applicable brokerage commission or
dealer spread), the execution capability, financial responsibility
and responsiveness of the broker or dealer and the brokerage and
research services provided by the broker or dealer. Sub-Adviser
should generally seek favorable prices and commission rates that are
reasonable in relation to the benefits received. Subject to such
conditions as may be imposed by the Trust's Board of Trustees, the
Sub-Adviser may pay commissions to brokers and/or dealers that are
higher than might be charged by another qualified broker to obtain
brokerage and/or research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) considered by the Sub-Adviser to be useful or
desirable in the performance of the Sub-Adviser's duties hereunder,
if the Sub-Adviser determines in good faith that the amount of the
commission is reasonable in relation to the value of the brokerage
and research services provided by the executing broker or dealer. The
determination may be viewed in terms of either a particular
transaction or Sub-Adviser's overall responsibilities with respect to
the Fund and to accounts over which Sub-Adviser exercises investment
discretion. The Fund and the Sub-Adviser understand and acknowledge
that, although the information may be useful to the Fund and the
Sub-Adviser, it is not possible to place a dollar value on such
information. The Board shall periodically review the commissions paid
by the Fund to determine if the commissions paid over representative
periods of time were reasonable in relation to the benefits to the
Fund.
Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best
qualitative execution as described above, the Sub-Adviser may give
consideration to sales of shares of the Fund as a factor in the
selection of brokers and dealers to execute Fund portfolio
transactions.
Subject to the foregoing and to such conditions as may be imposed by
the Adviser or the Trust's Board of Trustees and the provisions of
the 1940 Act, Exchange Act, and other applicable law, nothing herein
shall prohibit the Sub-Adviser from selecting brokers and/or dealers
who are "affiliated persons" of the Sub-Adviser, the Adviser or the
Trust. On occasions when the Sub-Adviser deems the purchase or sale
of a security to be in the best interest of the Fund as well as other
customers, the Sub-Adviser may, to the extent permitted by applicable
laws and regulations, but shall not be obligated to, aggregate the
securities to be so sold or purchased in order to obtain the best
execution and lower brokerage commissions, if any. In such event,
allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Sub-Adviser
in the manner it considers to be the most equitable and consistent
with its fiduciary obligations to the Fund and, if applicable, to
such other customers.
If any occasion should arise in which the Sub-Adviser gives any
advice to clients of Sub-Adviser concerning the shares of the Fund,
Sub-Adviser will act solely as investment counsel for such client and
not in any way on behalf of the Fund.
<PAGE>
3. OTHER AGREEMENTS
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, member, director,
officer or employee of, or be otherwise interested in, the
Sub-Adviser, and in any person controlled by or under common control
with the Sub-Adviser, and that the Sub-Adviser and any person
controlled by or under common control with the Sub-Adviser may have
an interest in the Trust. It is also understood that the Sub-Adviser
and persons controlled by or under common control with the
Sub-Adviser have and may have advisory, management service or other
contracts with other organizations and persons, and may have other
interests and businesses.
4. COMPENSATION TO BE PAID BY THE ADVISER TO THE SUB-ADVISER
The Adviser will pay to the Sub-Adviser as compensation for the
Sub-Adviser's services rendered, a fee, determined as described in
Schedule A, which is attached hereto and made a part hereof. Such fee
shall be paid by the Adviser and not by the Trust.
5. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement (including Schedule A attached hereto)
may be changed, waived, discharged or terminated orally, and no
amendment of this Agreement (including Schedule A attached hereto)
shall be effective until approved by the Board, including a majority
of the trustees who are not interested persons of the Adviser, the
Sub-Adviser or the Trust, cast in person at a meeting called for the
purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange
Commission or its staff) by vote of the holders of a majority of the
outstanding voting securities of the series to which the amendment
relates.
6. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT
(a) Unless terminated as herein provided, this Agreement shall
remain in full force and effect for a period of two years
from the date of its execution, and shall continue in full
force and effect for successive periods of one year
thereafter, but only so long as such continuance is
specifically approved at least annually (i) by the Trustees
or by the affirmative vote of a majority of the outstanding
voting securities of the Fund, and (ii) by a vote of a
majority of the Trustees who are not interested persons of
the Trust or of the Adviser or of any Sub-Adviser, by vote
cast in person at a meeting called for the purpose of
voting on such approval; provided, however, that if the
continuance of this Agreement is submitted to the
shareholders of the Fund for their approval and such
shareholders fail to approve such continuance of this
Agreement as provided herein, the Sub-Adviser may continue
to serve hereunder in a manner consistent with the 1940 Act
and the rules and regulations thereunder.
(b) This Agreement may be terminated at any time without the
payment of any penalty (i) by the Adviser, (ii) by vote of
the Trustees, (iii) by vote of a majority of the
outstanding voting securities of the Fund or (iv) by the
Sub-Adviser, in each case on sixty days' written notice.
(c) This Agreement shall terminate automatically, without the
payment of any penalty, in the event of its assignment or
in the event that the Management Agreement with the Adviser
shall have terminated for any reason.
(d) In the event of termination of this Agreement, the Fund
will no longer use the name "Cambiar Investors, Inc." in
materials relating to the Fund except as may be required by
<PAGE>
the 1940 Act and the rules and regulations thereunder. All
rights to the name "Alpha Analytics" belong to the Adviser.
7. CERTAIN DEFINITIONS
For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities," "control," "interested person"
and "assignment" shall have their respective meanings defined in the
1940 Act and rules and regulations thereunder, subject, however, to
such exemptions as may be granted by the SEC under said Act; the term
"specifically approve at least annually" shall be construed in a
manner consistent with the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall have
the meaning given in the Exchange Act and the rules and regulations
thereunder.
8. NON-LIABILITY OF SUB-ADVISER
Neither the Sub-Adviser nor its shareholders, officers, directors,
employees, agents, control persons or affiliates of any thereof,
shall be liable for any error of judgment or mistake of law or for
any loss suffered by any Fund in connection with the matters to which
this Agreement relates except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or
gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this
Agreement, except as otherwise may be required by the 1940 Act.
9. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS
A copy of the Trust's Agreement and Declaration of Trust is on file
with the Secretary of the State of Ohio, and notice is hereby given
that this instrument is executed by the Trustees as Trustees and not
individually and that the obligations of this instrument are not
binding upon any of the Trustees, officers or shareholders
individually but are binding only upon the assets and property of the
Fund.
10. SEVERABILITY
In the event any provision of this Agreement is determined to be void
or unenforceable, such determination shall not affect the remainder
of this Agreement, which shall continue to be in force.
11. QUESTIONS OF INTERPRETATION
(a) This Agreement shall be governed by the laws of the State
of Ohio.
(b) Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act shall be resolved
by reference to such term or provision of the Act and to
interpretation thereof, if any, by the United States courts
or in the absence of any controlling decision of any such
court, by the Securities and Exchange Commission or its
staff. In addition, where the effect of a requirement of
the 1940 Act, reflected in any provision of this Agreement
is revised by rule, regulation, order or interpretation of
the Securities and Exchange Commission or its staff, such
provision shall be deemed to incorporate the effect of such
rule, regulation, order or interpretation.
<PAGE>
12. NOTICES
Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address
as such other party may designate for the receipt of such notice.
Until further notice to the other party, it is agreed that the
address of the Trust and the Adviser is 1901 Avenue of the Stars,
Suite 1100, Los Angeles, CA 90067, and the address of the Sub-Adviser
is 2401 East Second Ave., Suite 400, Denver, CO 80206.
13. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
14. BINDING EFFECT
Each of the undersigned expressly warrants and represents that he has
the full power and authority to sign this Agreement on behalf of the
party indicated, and that his signature will operate to bind the
party indicated to the foregoing terms.
15. CAPTIONS
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties have caused this instrument to be signed by
their officers designated below, all as of the day and year first above written.
ALPHA ANALYTICS INVESTMENT GROUP, LLC
By:
---------------------------------------
Title:
------------------------------------
CAMBIAR INVESTORS, INC.
By:
---------------------------------------
Title:
------------------------------------
By signature below, the Trust acknowledges, as of the day and year first above
written, that the Sub-Adviser Agreement has been approved by the Trust as
required by the 1940 Act.
ALPHA ANALYTICS INVESTMENT TRUST
By:
------------------------------------------------
Title:
------------------------------------------------
<PAGE>
SCHEDULE A
DATED ____, 2000
The Manager will pay to the Sub-Adviser as full compensation for the
Sub-Adviser's services rendered, a fee computed daily and paid quarterly at an
annual rate of 0.50% of the average daily net assets of the Fund.
The average daily net assets of the Fund shall be determined by taking an
average of all of the determinations of net asset value during each month at the
close of business on each business day during such month while this Agreement is
in effect. Net asset value shall be calculated in the manner specified in the
Trust's Prospectus.
The fee for each quarter shall be payable within ten (10) business days after
the end of the quarter.
If the Sub-Adviser shall serve for any period less than a full month, the
foregoing compensation shall be prorated according to the proportion which such
period bears to a full month.
<PAGE>
PROXY
ALPHA ANALYTICS VALUE FUND
SPECIAL MEETING OF SHAREHOLDERS
________, 2000
The undersigned shareholder of the Alpha Analytics Value Fund (the
"Fund"), a series of Alpha Analytics Investment Trust (the "Trust"), hereby
nominates, constitutes and appoints ___________________ and __________________,
and each of them, the attorney, agent and proxy of the undersigned, with full
powers of substitution, to vote all the shares of the Fund which the undersigned
is entitled to vote at the Special Meeting of Shareholders of the Fund to be
held at _______________________, on ______, 2000 at __________ and at any and
all adjournments thereof, as fully and with the same force and effect as the
undersigned might or could do if personally present as follows:
1. APPROVAL OF A NEW SUB-ADVISORY AGREEMENT BETWEEN ALPHA ANALYTICS
INVESTMENT GROUP LLC AND CAMBIAR INVESTORS INC.
|_| FOR |_| AGAINST |_| ABSTAIN
2. RATIFICATION OF THE SELECTION OF MCCURDY & ASSOCIATES CPA'S, INC. AS THE
FUND'S INDEPENDENT PUBLIC ACCOUNTANTS.
|_| FOR |_| AGAINST |_| ABSTAIN
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ON PROPOSALS 1 AND 2.
THE PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES UNLESS A CONTRARY INSTRUCTION IS INDICATED, IN WHICH CASE THE PROXY
SHALL BE VOTED IN ACCORDANCE WITH SUCH INSTRUCTIONS. IN ALL OTHER MATTERS, IF
ANY, PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED IN THE DISCRETION OF
THE PROXY HOLDERS, IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES, IF ANY.
________________ DATED:________, 2000 ___________________________________
(Number of Shares) (Please Print Your Name)
--------------------------------------
(Signature of Shareholder)
--------------------------------------
(Please Print Your Name)
--------------------------------------
(Signature of Shareholder)
(Please date this proxy and sign your
name as it appears on the label.
Executors, administrators, trustees,
etc. should give their full titles.
All joint owners should sign.)
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUST'S BOARD OF TRUSTEES,
AND MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE PRESIDENT
OF THE TRUST AN INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED
PROXY BEARING A LATER DATE, OR BY APPEARING IN
PERSON AND VOTING AT THE MEETING.
