SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
METAMARKETS.COM FUNDS
(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:
<PAGE>
OPENFUND
400 Oyster Point Boulevard, Suite 414
South San Francisco, California 94080
1-877-META-MKT
www.MetaMarkets.com
Dear Shareholder:
A Special Meeting of Shareholders of OpenFund (the Fund) will be held
on _________, January __, 2000 at 10:00 a.m., _______ Time, at ______________.
You can access proxy materials for the meeting at [www.MetaMarkets.com], or call
___________ for a paper copy.
We need your vote to approve the Fund's Investment Advisory Agreement
with its investment adviser, MetaMarkets Investments LLC (the Adviser). The
Adviser's parent, MetaMarkets.com, Inc., is raising operating capital from
venture and strategic investors by selling securities representing a minority of
voting control of the parent company. This action triggers a requirement under
the Investment Company Act of 1940 to have this meeting. The Adviser is paying
the costs of this meeting.
VOTE YOUR SHARES ELECTRONICALLY AS SOON AS POSSIBLE AS FOLLOWS:
1. Go to the Web Site www._______.com
2. Read the Proxy Statement and Proxy Card
3. Enter your __-digit [Account] Number
4. Cast your vote using the easy-to-follow instructions
If you provide your proxy promptly, you can help avoid the expense of
following up. Proxies may be revoked at any time before they are voted at the
meeting by a written revocation received by the Fund, by properly executing a
later-dated proxy or by attending the meeting and voting in person.
Please provide your proxy so that your shares may be voted at the
meeting.
Donald L. Luskin
President
January __, 2000
<PAGE>
OPENFUND
400 Oyster Point Boulevard, Suite 414
South San Francisco, California 94080
1-877-META-MKT
www.MetaMarkets.com
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of OpenFund:
A Special Meeting of Shareholders of OpenFund will be held on
___________, January __, 2000 at 10:00 a.m., __________ Time, at ______________,
to approve a new Investment Advisory Agreement, in the form set forth in
Appendix A, between MetaMarkets.com Funds, on behalf of OpenFund, and
MetaMarkets Investments LLC, as discussed in Part I of the Proxy Statement that
follows.
Shareholders of record at the close of business on December __, 1999
can vote at the Meeting.
By order of the Board,
Richard F. Froio
Secretary
January __, 2000
PLEASE COMPLETE AND SEND ELECTRONICALLY THE ENCLOSED PROXY SO YOU WILL BE
REPRESENTED AT THE MEETING.
<PAGE>
OPENFUND
400 Oyster Point Boulevard, Suite 414
South San Francisco, California 94080
1-877-META-MKT
www.MetaMarkets.com
PROXY STATEMENT
Your Fund's Board is asking for proxies for use at the Fund's Special
Meeting of Shareholders (the Meeting) to be held on ________, January __, 2000
at 10:00 a.m., _______ Time, at ______________________________, for the reasons
described below. If you owned shares on December __, 1999, you are entitled to
vote at the Meeting. We have sent these materials to you on January __, 2000.
Shareholders are entitled to one vote for each Fund share held and fractional
votes for each fractional Fund share held. As of December __, 1999, ____ Fund
shares were issued and outstanding.
MetaMarkets Investments LLC, the Fund's investment adviser (the
Adviser), will pay the costs of having the Meeting. As your vote is important,
the Adviser and the Fund's other service providers may solicit proxies over the
internet or by phone or mail.
Please vote NOW, but if you change your mind you can revoke your vote,
until the Meeting is held, by sending us a later-dated proxy, by revoking your
proxy in writing or by attending the Meeting and voting in person. If you
abstain, you will be present for purposes of determining a quorum, but your
abstention has the effect of a "No" vote.
I. APPROVAL OF THE
NEW INVESTMENT ADVISORY AGREEMENT
The Adviser's parent company, MetaMarkets.com, Inc. (the Parent), is
raising operating capital from venture and strategic investors by selling
securities representing a minority of voting control of the Parent. Europ@Web
B.V. and other investors will purchase securities of the Parent that will permit
them to vote more than 25% of the Parent's shares. Under the Investment Company
Act of 1940, this purchase will cause the Fund's Investment Advisory Agreement
with the Adviser to terminate and require Fund shareholders to vote to approve a
new one. Since the financing transaction strengthens the Adviser and since the
same team of investment professionals who have been running the Fund to date
will continue to do so, the Fund's Board voted to approve a new Investment
Advisory Agreement identical to the original one and recommends that you do too.
No changes to the Fund's original Investment Advisory Agreement are
proposed. The Adviser will continue to provide under the new Investment Advisory
Agreement the same services for the same fee as currently set forth in the
original Investment Advisory Agreement. A copy of the proposed Agreement is
attached as Appendix A to this document for your information. The Adviser,
located at the same address as the Fund, has served as the Fund's investment
adviser since the Fund began operations. The Fund's Board, including a majority
of the independent Board members, voted initially to approve the original
Investment Advisory Agreement on July 20, 1999 and approved presenting the new
Investment Advisory Agreement to you on December 23, 1999. To date, the Adviser
has waived all fees from the Fund. Weeden & Co, L.P., an affiliate of the
Adviser because of its ownership interest in it, engaged in permitted brokerage
transactions with the Fund and earned $________ in these transactions (which
accounted for less than __% of the Fund's brokerage commissions paid from the
Fund's inception on August 27, 1999 through December __, 1999).
To approve the new Investment Advisory Agreement, the Fund needs to
receive an affirmative vote of the lesser of (i) more than 50% of the
outstanding shares of the Fund or (ii) 67% or more of the shares of the Fund
present at the meeting if more than 50% of the outstanding shares of the Fund
are represented at the meeting in person or by proxy. If shareholders do not
approve the new Investment Advisory Agreement and the Parent's financing closes,
the Investment Advisory Agreement will terminate and the Board will take such
action as it deems to be in the best interests of the Fund and its shareholders.
THE BOARD RECOMMENDS THAT YOU VOTE TO APPROVE THE NEW INVESTMENT
ADVISORY AGREEMENT.
II. MANAGEMENT
The Adviser, a Delaware limited liability company, is a wholly-owned
subsidiary of the Parent, a California corporation.
The Adviser's principal executive officer is Donald L. Luskin, whose
address is c/o MetaMarkets Investments LLC, 400 Oyster Point Boulevard, South
San Francisco, California 94080. Mr. Luskin is the President and Chief Executive
Officer of the Adviser and the Parent, and is President, Treasurer and a Board
member and portfolio manager of the Fund. Mr. Luskin currently owns
approximately 33% of the outstanding shares of the Parent. After the venture
capital financing discussed above, Mr. Luskin will own between approximately 19%
and 23% of the outstanding shares of the Parent.
Europ@Web B.V. is an investment fund that is majority owned by Group
Arnault SA of France, which is the majority owner of LVMH, a _________________.
BISYS Fund Services Limited Partnership or its affiliates, 3435
Stelzer Road, Columbus, Ohio, 43219, serve as the Fund's Distributor,
Administrator and Transfer Agent.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Fund
with respect to beneficial ownership of the Fund's shares as of December 17,
1999, by (i) each Board member, (ii) any person known to the Fund to be the
beneficial owner of five percent or more of the Fund's shares and (iii) all
Board members and executive officers as a group. Unless otherwise indicated in
the footnotes to the table, the beneficial owners named have, to the knowledge
of the Fund, sole voting and investment power with respect to the shares
beneficially owned, subject to community property laws where applicable.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY OWNED
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER
OF SHARES PERCENT
Board Members and Executive Officers
<S> <C> <C>
Donald L. Luskin(1).......................................... 160,000 24.64%
Tracy G. Herrick............................................. ______ __%
James E. Mitchell............................................ ______ __%
George G. C. Parker.......................................... ______ __%
All Board members and executive officers as a group
(7 persons)................................................... ______ __%
OTHERS
Christine K. Luskin(1)....................................... 160,000 24.64%
James D. Sansbury............................................ 77,942 12.00%
Barry Small.................................................. 77,279 11.90%
- ------------------
(1) Mr. and Mrs. Luskin share voting and investment power with respect to
80,000 (12.32%) of the Fund's shares, and each individually has sole voting
and investment power with respect to 80,000 of the Fund's shares.
</TABLE>
III. MISCELLANEOUS
The Board knows of no other business that will be considered at the
Meeting.
Generally, we do not expect to hold any annual Fund shareholder
meetings. Shareholder proposals for inclusion in the Fund's proxy statement for
any special meeting must be received by the Fund a reasonable period of time
before the Fund begins to transmit its proxy materials relating to that meeting.
The timely submission of a proposal does not guarantee its inclusion.
If we do not receive a sufficient vote by the time scheduled for the
Meeting, we may adjourn the Meeting and continue to solicit proxies.
January __, 2000
<PAGE>
APPENDIX A
INVESTMENT ADVISORY AGREEMENT
MetaMarkets.com Funds
400 Oyster Point Blvd., Suite 414
South San Francisco, California 94080
____________, 2000
MetaMarkets Investments LLC
400 Oyster Point Blvd., Suite 414
South San Francisco, California 94080
Ladies and Gentlemen:
The above-named investment company (the "Fund") consisting of the
series named on Schedule 1 hereto, as such Schedule may be revised from time to
time (each, a "Series"), herewith confirms its agreement with you as follows:
The Fund desires to employ its capital by investing and reinvesting
the same in investments of the type and in accordance with the limitations
specified in its charter documents and in its Prospectus and Statement of
Additional Information as from time to time in effect, copies of which have been
or will be submitted to you, and in such manner and to such extent as from time
to time may be approved by the Fund's Board. The Fund desires to employ you to
act as its investment adviser.
In this connection it is understood that from time to time you will
employ or associate with yourself such person or persons as you may believe to
be particularly fitted to assist you in the performance of this Agreement. Such
person or persons may be officers or employees who are employed by both you and
the Fund. The compensation of such person or persons shall be paid by you and no
obligation may be incurred on the Fund's behalf in any such respect.
Subject to the supervision and approval of the Fund's Board, you will
provide investment management of each Series' portfolio in accordance with such
Series' investment objective and policies as stated in the Fund's Prospectus and
Statement of Additional Information as from time to time in effect. In
connection therewith, you will obtain and provide investment research and will
supervise each Series' investments and conduct a continuous program of
investment, evaluation and, if appropriate, sale and reinvestment of such
Series' assets. You will furnish to the Fund such statistical information, with
respect to the investments which a Series may hold or contemplate purchasing, as
the Fund may reasonably request. The Fund wishes to be informed of important
developments materially affecting any Series' portfolio and shall expect you, on
your own initiative, to furnish to the Fund from time to time such information
as you may believe appropriate for this purpose.
You shall exercise your best judgment in rendering the services to be
provided to the Fund hereunder and the Fund agrees as an inducement to your
undertaking the same that you shall not be liable hereunder for any error of
judgment or mistake of law or for any loss suffered by one or more Series,
provided that nothing herein shall be deemed to protect or purport to protect
you against any liability to the Fund or a Series or to its security holders to
which you would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of your duties hereunder, or by reason of
your reckless disregard of your obligations and duties hereunder ("disabling
conduct").
The Fund will indemnify you against, and hold you harmless from, any
and all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses), including any amounts paid in satisfaction of
judgments, in compromise or as fines or penalties, not resulting from your
disabling conduct. Indemnification shall be made only following: (i) a final
decision on the merits by a court or other body before whom the proceeding was
brought that you were not liable by reason of disabling conduct or (ii) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that you were not liable by reason of disabling conduct by (a) the
vote of a majority of a quorum of directors of the Fund who are neither
"interested persons" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Fund nor parties to the proceeding
("disinterested non-party directors") or (b) independent legal counsel in a
written opinion. You shall be entitled to advances from the Fund for payment of
the reasonable expenses incurred by you in connection with the matter as to
which you are seeking indemnification in the manner and to the fullest extent
permissible under Massachusetts law. You shall provide to the Fund a written
affirmation of your good faith belief that the standard of conduct necessary for
indemnification by the Fund has been met and a written undertaking to repay any
such advance if it should ultimately be determined that the standard of conduct
has not been met. In addition, at least one of the following additional
conditions shall be met: (a) you shall provide security in form and amount
acceptable to the Fund for its undertaking; (b) the Fund is insured against
losses arising by reason of the advance; or (c) a majority of a quorum of
disinterested non-party directors, or independent legal counsel in a written
opinion, shall have determined, based on a review of facts readily available to
the Fund at the time the advance is proposed to be made, that there is reason to
believe that you will ultimately be found to be entitled to indemnification.
In consideration of services rendered pursuant to this Agreement, the
Fund will pay you on the first business day of each month a fee at the rate set
forth opposite each Series' name on Schedule 1 hereto. Net asset value shall be
computed on such days and at such time or times as described in the Fund's
then-current Prospectus and Statement of Additional Information. The fee for the
period from the date of the commencement of the public sale of a Series' shares
to the end of the month during which such sale shall have been commenced shall
be pro-rated according to the proportion which such period bears to the full
monthly period, and upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.
You will bear all expenses in connection with the performance of your
services under this Agreement. All other expenses to be incurred in the
operation of the Fund will be borne by the Fund, except to the extent
specifically assumed by you. The expenses to be borne by the Fund include,
without limitation, the following: organizational costs, taxes, interest, loan
commitment fees, interest and distributions paid on securities sold short,
brokerage fees and commissions, if any, fees of Board members who are not your
officers, directors or employees or holders of 5% or more of your outstanding
voting securities, Securities and Exchange Commission fees and state Blue Sky
qualification fees, advisory and administration fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain insurance premiums,
industry association fees, outside auditing and legal expenses, costs of
independent pricing services, costs of maintaining the Fund's existence, costs
attributable to investor services (including, without limitation, telephone and
personnel expenses), costs of preparing and printing prospectuses and statements
of additional information for regulatory purposes and for distribution to
existing stockholders, costs of stockholders' reports and meetings, and any
extraordinary expenses.
The Fund understands that from time to time hereafter you may act as
investment adviser to one or more other investment companies and fiduciary or
other managed accounts, and the Fund has no objection to your so acting,
provided that when the purchase or sale of securities of the same issuer is
suitable for the investment objectives of two or more companies or accounts
managed by you which have available funds for investment, the available
securities will be allocated in a manner believed by you to be equitable to each
company or account. It is recognized that in some cases this procedure may
adversely affect the price paid or received by one or more Series or the size of
the position obtainable for or disposed of by one or more Series.
In addition, it is understood that the persons employed by you to
assist in the performance of your duties hereunder will not devote their full
time to such service and nothing contained herein shall be deemed to limit or
restrict your right or the right of any of your affiliates to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature.
Any person, even though also your officer, director, partner, employee
or agent, who may be or become an officer, Board member, employee or agent of
the Fund, shall be deemed, when rendering services to the Fund or acting on any
business of the Fund, to be rendering such services to or acting solely for the
Fund and not as your officer, director, partner, employee or agent or one under
your control or direction even though paid by you.
As to each Series, this Agreement shall continue until the date set
forth opposite such Series' name on Schedule 1 hereto (the "Reapproval Date")
and thereafter shall continue automatically for successive annual periods ending
on the day of each year set forth opposite the Series' name on Schedule 1 hereto
(the "Reapproval Day"), provided such continuance is specifically approved at
least annually by (i) the Fund's Board or (ii) vote of a majority (as defined in
the 1940 Act) of such Series' outstanding voting securities, provided that in
either event its continuance also is approved by a majority of the Fund's Board
members who are not "interested persons" (as defined in the 1940 Act) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. As to each Series, this Agreement is
terminable without penalty, on 60 days' notice, by the Fund's Board or by vote
of holders of a majority of such Series' shares or, upon not less than 90 days'
notice, by you. This Agreement also will terminate automatically, as to the
relevant Series, in the event of its assignment (as defined in the 1940 Act).
The Fund recognizes that from time to time your directors, officers
and employees may serve as directors, trustees, partners, officers and employees
of other business trusts, corporations, partnerships or other entities
(including other investment companies) and that such other entities may include
the name "MetaMarkets" as part of their name, and that your company or its
affiliates may enter into investment advisory or other agreements with such
other entities. If you cease to act as the Fund's investment adviser, the Fund
agrees that, at your request, the Fund will take all necessary action to change
the name of the Fund to a name not including "MetaMarkets" in any form or
combination of words.
This Agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his capacity as an officer of the Fund. The
obligations of this Agreement shall only be binding upon the assets and property
of the Fund or the affected Series, as the case may be, and shall not be binding
upon any Board member, officer or shareholder of the Fund individually.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
METAMARKETS.COM FUNDS
By:_______________________
Accepted:
METAMARKETS INVESTMENTS LLC
By: _____________________
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
Annual Rate of
Fee as a
Percentage of
Average Daily
Name of Series Net Assets Reapproval Date Reapproval Day
<S> <C> <C> <C>
Communications * July 20, 2001 July 20th
Technology Fund
Media Technology * July 20, 2001 July 20th
Fund
OpenFund * July 20, 2001 July 20th
OpenFund II * July 20, 2001 July 20th
- ----------------------
* As to each Series, 1.00% on the first $250 million of average daily net
assets; .75% on the next $500 million of such assets; and .50% on assets in
excess of $750 million.
</TABLE>
<PAGE>
OPENFUND
The undersigned shareholder by completing this form does hereby
appoint _____________ and _____________, and each of them, with power of
substitution, attorneys and proxies of the undersigned, and does hereby request
that all shares of OpenFund which the undersigned is entitled to vote be cast as
directed at the Special Meeting of Shareholders of OpenFund, to be held at the
offices of ___________, _________________, at 10:00 a.m., ____Time, on
_____________, January __, 2000, and at any and all adjournments thereof.
APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT
FOR OPENFUND:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE EXECUTE, SIGN, DATE AND RETURN YOUR PROXY
OR
VOTE ON-LINE
1. Read the enclosed Proxy Statement and this Proxy Card.*
2. Go to the Web Site www._______.com.
3. Enter the __-digit [Account] Number.
4. Cast your vote using the easy-to-follow instructions.
*DO NOT MAIL THE PROXY CARD IF VOTING BY INTERNET.
<PAGE>
OPENFUND
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE
PROPOSAL ABOVE UNLESS OTHERWISE INDICATED.
TOTAL SHARES AS SHOWN BELOW: NOTE: The undersigned hereby acknowledges
receipt of the Notice of Special Meeting of
________________ Shareholders and Proxy Statement, and
revokes any proxy heretofore given with
respect to the votes covered by this proxy.
Signature(s) should be exactly as name or
names appearing on this form. If shares are
held jointly, each holder should sign. If
signing is by attorney, executor, administrator,
trustee or guardian, please give full title.
Dated ____________________, 2000
-------------------------------
(Signature)
-------------------------------
(Signature)
