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:
|_| 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 ss.240.14a-12
ALPHA ANALYTICS INVESTMENT TRUST
--------------------------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
_______________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________
5) Total fee paid:
_______________________________________________________________________
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_______________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________________________________
3) Filing Party:
_______________________________________________________________________
4) Date Filed:
_______________________________________________________________________
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ALPHA ANALYTICS VALUE FUND
1901 AVENUE OF THE STARS, SUITE 1100
LOS ANGELES, CALIFORNIA 90067
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 20, 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 American Data Services, Inc., 150 Motor
Parkway, Suite 109, Hauppauge, New York 11788 on October 20, 2000 at 11:00 a.m.,
eastern time, 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, 2001.
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 September 29, 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
JACK P. McNALLY
Secretary
October 6, 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
631-951-0577, 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.
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ALPHA ANALYTICS VALUE FUND
1901 AVENUE OF THE STARS, SUITE 1100
LOS ANGELES, CA 90067
------------
PROXY STATEMENT
------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 20, 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
American Data Services, Inc., 150 Motor Parkway, Suite 109, Hauppauge, New York
11788, on October 20, 2000 at 11:00 a.m., eastern time, 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 October 6, 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. Until
September 25, 2000, Cambiar was a wholly-owned subsidiary of United Asset
Management Corporation ("UAM"). On that date, Old Mutual plc ("Old Mutual")
acquired a controlling interest in UAM. This acquisition resulted in a change of
control of Cambiar.
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.
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PROPOSAL 1
NEW SUB-ADVISORY AGREEMENT WITH CAMBIAR INVESTORS INC.
BACKGROUND
----------
Cambiar was 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. On September 25, 2000, Old Mutual closed
the tender offer and acquired approximately 93% of the outstanding common stock
of UAM. This acquisition by Old Mutual resulted in a change of control of
Cambiar on that date.
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
resulted in a "change in control" of Cambiar for purposes of the Investment
Company Act and caused the "assignment" and resulting termination of the old
sub-advisory agreement.
THE OLD SUB-ADVISORY AGREEMENT
------------------------------
Until September 25, 2000, Cambiar provided investment advisory services
to the Fund pursuant to a sub-advisory agreement between Alpha and Cambiar. The
old sub-advisory agreement required Cambiar to furnish an investment program for
the Fund, make investment decisions on behalf of the Fund, and place all orders
for the purchase and sale of portfolio securities.
The old sub-advisory agreement, dated December 8, 1998, was approved by
the shareholders on December 22, 1998 upon the formation of the Fund. The old
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 old sub-advisory agreement. For the fiscal year ended July 31, 2000,
Alpha paid to Cambiar sub-advisory fees of $17,555.
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;
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(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 occurred on September 25, 2000.
Because shareholder approval was 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, took 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 old sub-advisory agreement, with the exception of the date of
execution, effectiveness, and termination.
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.
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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:
-------------------------------- ----------------------- -----------------------
FUND SIZE (IN MILLIONS) ANNUAL ADVISORY FEES
AS OF JUNE 30, 2000
-------------------------------- ----------------------- -----------------------
Cambiar Opportunity Fund $4.2 1.00%1
-------------------------------- ----------------------- -----------------------
American Hospital Association
Diversified and Balanced Fund $89.0 0.25%
-------------------------------- ----------------------- -----------------------
(1) Cambiar has agreed to waive a portion of its fee in order to maintain total
annual expenses at 1.30%.
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.
NAME POSITION WITH CAMBIAR PRINCIPAL OCCUPATION
---- --------------------- --------------------
Brian M. Barish President and Director Portfolio Manager/Analyst
Michael S. Barish Chairman and Director Chairman
Terrell J. Butz Executive Vice President Head of Administrative
and Director Operations
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
6
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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.
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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 old
sub-advisory agreement, (iv) that the terms of the new sub-advisory agreement
are substantially identical to the terms of the old 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.
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, Hauppauge, 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, Hauppauge,
New York 11788-5167 to act as the principal distributor of the Fund's shares.
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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 September 29, 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 318,514.761 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.
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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.
AMOUNT PERCENT
NAME BENEFICIALLY OWNED OF CLASS
---- ------------------ --------
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%
* 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.
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.
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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
Jack P. McNally
Secretary
Dated: October 6, 2000
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
REPLY ENVELOPE OR FAX IT TO 631-951-0577.
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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.
(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.
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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.
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.
2
<PAGE>
(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 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.
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.
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<PAGE>
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:
--------------------------------------
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.
4
<PAGE>
PROXY
ALPHA ANALYTICS VALUE FUND
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 20, 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 Sally Lent and Giovanni A. Urena, 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 American Data Services, Inc., 150 Motor Parkway, Suite 109, Hauppauge, New
York 11788, on October 20, 2000 at 11:00 a.m., eastern time, 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.
