STOCKJUNGLE.COM TRUST
STOCKJUNGLE.COM MARKET LEADERS GROWTH FUND
STOCKJUNGLE.COM PURE PLAY INTERNET FUND
STOCKJUNGLE.COM COMMUNITY INTELLIGENCE FUND
NOTICE OF SPECIAL MEETING
TO BE HELD ON OCTOBER 31, 2000
A Special Meeting (the "Meeting") of shareholders of the StockJungle.com
Market Leaders Growth Fund, StockJungle.com Pure Play Internet Fund, and
StockJungle.com Community Intelligence Fund (collectively, the "Funds") will be
held on October 31, 2000, at 10:00 a.m., Pacific Time, at the offices of
StockJungle.com Trust, 5750 Wilshire Boulevard - Suite 560, Los Angeles,
California 90036.
At the Meeting, the shareholders of the Funds will be asked to consider and
vote on a proposed reorganization of the Funds into identical, newly created
portfolios (the "New Funds") of the Trust for Investment Managers ("TIM") and
such other business as may properly come before the Meeting or any adjournments.
Although the New Funds will be identical to the existing Funds in most respects,
the New Funds will pay some operating expenses not presently paid by the Funds.
The Board of Trustees has unanimously approved the proposed reorganization
and recommends that you vote FOR the proposal. Please read the accompanying
Combined Proxy Statement and Prospectus for a more complete discussion of the
proposed reorganization.
BY ORDER OF THE BOARD OF TRUSTEES
MICHAEL J. WITZ, PRESIDENT
October 16, 2000
<PAGE>
STOCKJUNGLE.COM TRUST
TRUST FOR INVESTMENT MANAGERS
STOCKJUNGLE.COM MARKET LEADERS GROWTH FUND
STOCKJUNGLE.COM PURE PLAY INTERNET FUND
STOCKJUNGLE.COM COMMUNITY INTELLIGENCE FUND
COMBINED PROXY STATEMENT AND PROSPECTUS
The Board of Trustees of StockJungle.com Trust (referred to below as
"SJTrust") is soliciting the proxy which accompanies this Combined Proxy
Statement and Prospectus (the "Proxy Statement") in connection with a Special
Meeting (the "Meeting") of shareholders of the portfolios of SJTrust. The
portfolios are the StockJungle.com Market Leaders Growth Fund (the "Market
Leaders Fund"), StockJungle.com Pure Play Internet Fund ("Internet Fund"), and
StockJungle.com Community Intelligence Fund ("Community Fund"). These portfolios
are sometimes referred to below as the "Funds." The Meeting will be held on
October 31, 2000 at 10:00 a.m. Pacific Time at 5750 Wilshire Boulevard - Suite
560, Los Angeles, California.
The Meeting is being called to consider the proposed reorganization of the
Funds into identical, newly created portfolios (the "New Funds") of Trust for
Investment Managers ("TIM"), and to transact such other business as may properly
come before the Meeting or any adjournments. SJTrust, a Massachusetts business
trust, and TIM, a Delaware business trust, both are open-end management
investment companies (referred to generally as "mutual funds").
The investment objectives and policies of each of the New Funds are
identical to those of the corresponding Funds. The investment adviser of the New
Funds is StockJungle.com Investment Advisers, Inc. (the "Adviser"), which
currently serves as adviser to the Funds. However, the normal operating expenses
of each New Fund will be limited by the Adviser to 1.45% of average annual net
assets, compared to 1.00% for the existing Funds.
This Proxy Statement is furnished to the shareholders of each Fund on
behalf of SJTrust's Board of Trustees in connection with the Funds' solicitation
of voting instructions for use at the Meeting. This Proxy Statement is being
distributed electronically to shareholders of the Funds on or about October 16,
2000. However, the Funds will deliver a paper-based version of this Proxy
Statement and the accompanying documents upon request by a shareholder.
<PAGE>
This Proxy Statement is organized as follows:
1. Summary of Proxy Statement - begins on page 3.
2. Proposed Reorganization of the Funds - begins on page 10
3. Voting and Meeting Procedures - begins on page 17
4. General Information - begins on page 21
The New Funds will have the same names as the existing Funds. To avoid
confusion, the New Funds are referred to below as the "New Market Leaders Fund,"
"New Internet Fund," and "New Community Fund," respectively.
A prospectus for the New Funds (the "Prospectus") accompanies and is
incorporated into this Proxy Statement. This Proxy Statement and the Prospectus
set forth concisely the information about the proposed reorganization that you
should know before voting on the proposed reorganization. You should retain them
for future reference.
Additional information about TIM has been filed with the Securities and
Exchange Commission (the "Commission"). You can review it at the Public
Reference Room of the Commission (for hours of operation, call 1-202-942-8090).
You may retrieve text-only copies at no charge from the "EDGAR" database on the
Commission's website at http://www.sec.gov. You also may get such copies for a
fee by writing the Commission's Public Reference Section, Washington, D.C.
20549-0102, or by e-mail to the Commission at [email protected].
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED ON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Dated: October 16, 2000
-2-
<PAGE>
SUMMARY OF PROXY STATEMENT
The Board of Trustees of SJTrust has approved a plan to reorganize the
Funds into the New Funds. The New Funds are portfolios of TIM, a registered
investment company with multiple portfolios advised by a variety of independent
investment advisers. TIM is sponsored and administered by Investment Company
Administration L.L.C. ("ICA") to permit smaller advisers to offer the benefits
of mutual fund portfolios to their clients. Fund management believes that
reorganizing the Funds as part of the TIM fund group with other portfolios may
in the long run reduce certain expenses paid by shareholders (such as securities
registration fees, legal fees, insurance costs and trustee fees and expenses),
as economies of scale may result when Fund assets are aggregated with assets of
other TIM portfolios by spreading such expenses over a larger asset base.
COMPARISON OF FEES AND EXPENSES
The normal operating expenses of each New Fund will be limited by the
Adviser to 1.45% of average annual net assets, compared to 1.00% for the
existing Funds.
TIM has adopted a shareholder service plan under which the New Funds will
pay the expenses of the Adviser and others associated with servicing of
shareholders of the New Funds up to 0.25% of the New Funds' average annual net
assets. In comparison, SJTrust has no such plan.
The Investment Advisory Agreement between the Adviser and the New Funds
provides that each New Fund pays an advisory fee at the annual rate of 1.00% of
the New Fund's average net assets, and other normal New Fund operating expenses,
except that the Adviser is contractually obligated to reimburse each New Fund
for all operating expenses (other than brokerage commissions and extraordinary
expenses) over 1.45% of the New Fund's average net assets for the term of the
Agreement (currently through September 28, 2002). In comparison, under the
current Investment Advisory Agreement between the Adviser and the Funds, the
Funds pay the Adviser a 1.00% advisory fee, but the Adviser pays all the Funds'
normal operating expenses (other than brokerage commissions and extraordinary
expenses), effectively capping annual expenses at 1.00%.
However, before management of SJTrust had suggested the possibility of
reorganizing SJTrust to its Board of Trustees, the Board had adopted a
shareholder service plan for the Funds similar to the plan adopted for the New
Funds, and had approved an increase in the expense cap of the Funds to 1.45%
(subject to approval of the shareholders of the Funds). Thus, if for any reason
the reorganization is not approved by the shareholders of the Funds, the Board
intends to hold another special meeting of shareholders to approve an amendment
to the Funds' current Investment Advisory Agreement to increase the expense cap
for the Funds to 1.45%.
-3-
<PAGE>
The following table compares the annual operating expenses of each Fund
with the corresponding New Fund.
<TABLE>
<CAPTION>
Pure Play Community
Market Leaders Fund Internet Fund Intelligence Fund
Annual Fund Operating Expenses ------------------- ------------------ ------------------
(expenses deducted from Fund assets) Existing New Existing New Existing New
------------------------------------ -------- ----- -------- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Management Fee* 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Distribution (12b-1) Fee** None None None None None None
Other Expenses** 0.00% 19.85% 0.00% 11.62% 0.00% 7.32%
Total Annual Operating Expenses** 1.00% 20.85% 1.00% 12.62% 1.00% 8.32%
Fee Waivers and Expense
Reimbursements*** None -19.40% None -11.17% None -6.87%
Net Expenses*** 1.00% 1.45% 1.00% 1.45% 1.00% 1.45%
</TABLE>
----------
* The "Management Fee" is an annual fee, payable monthly out of each Fund's
net assets.
** "Other Expenses" for each Fund, and thus "Total Annual Fund Operating
Expenses" for each Fund, are estimates and may be higher or lower than
shown above.
*** The Adviser charges the existing Funds an all-inclusive 1.00% Management
Fee and pays all of the expenses of the Funds (other than brokerage
commissions and extraordinary costs). The New Funds' Investment Advisory
Agreement contractually requires the Adviser to limit its fees or reimburse
each New Fund for expenses to the extent necessary to keep Total Annual
Fund Operating Expenses at or below 1.45% for the term of the Agreement
(currently through September 28, 2002).
-4-
<PAGE>
The following example compares the cost of investing in the New Funds with
the cost of investing in the existing Funds. The example assumes that:
* you invest $10,000 for the time periods indicated;
* your investment has a 5% return each year;
* Fund operating expenses remain the same; and
* you redeem your shares at the end of the relevant period.
Although your actual costs may be
higher or lower, based on these
assumptions your costs would be as
follows: 1 Year 3 Years
------ -------
Market Leaders Fund
Existing $102 $318
New $147 $458
Pure Play Internet Fund
Existing $102 $318
New $147 $458
Community Intelligence Fund
Existing $102 $318
New $147 $458
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
The investment objectives and policies of each of the New Funds are
identical to those of the corresponding Funds. These are as follows:
INVESTMENT OBJECTIVES
Each Fund seeks to provide investors with long-term capital appreciation.
-5-
<PAGE>
PRINCIPAL INVESTMENT STRATEGIES
StockJungle.com, Inc., the Adviser's corporate parent, has established a
website on the Internet at http://www.stockjungle.com. One section of the
website has been designated by StockJungle.com as a community forum (the
"Community Site") in which visitors to the website (whether or not they are
shareholders of one or more of the Funds) can suggest investment opportunities
and ideas. Visitors can create screen names and actively manage virtual stock
portfolios by submitting stock recommendations with explanations of the reasons
for their stock picks, and can also view stock picks and explanations written by
others. The Community Site is a rated forum in that StockJungle.com, Inc. tracks
the performance of visitors' virtual stock portfolios over time using a
quantitative process, and provides cash rewards to those visitors with the
highest rated portfolios. The Adviser uses the Community Site as a resource to
identify potential candidates for the Funds. The Community Site is the sole
source of potential investments for the Community Fund, but not for other Funds.
The Adviser analyzes potential investments using a "bottom-up" method
(I.E., on a company-by-company basis rather than on analysis of broader factors
related to the economy and the outlook for various industries). Each Fund
normally will be fully invested (subject to liquidity needs) in a diversified
portfolio of equity securities of U.S. companies.
THE STOCKJUNGLE.COM MARKET LEADERS FUND invests in companies with market
capitalizations of at least $20 billion at the time of purchase that, in the
opinion of the Adviser, have demonstrated consistently strong quantitative
measures of value (E.G., return on equity), hold strong competitive positions in
their respective industries, and have favorable long-term growth prospects
(based on the Adviser's qualitative analysis of the companies' business models).
In addition, the Fund may invest up to 20% of its net assets in the common stock
of companies the Adviser identifies as leaders in relatively new and less
established industries (E.G., genomics) that have favorable growth prospects.
THE STOCKJUNGLE.COM PURE PLAY INTERNET FUND invests in companies with
market capitalizations of at least $1 billion at the time of purchase that the
Adviser determines to be "Pure Play Internet" companies, i.e., companies that
derive at least 50% of their revenue from the Internet and/or the World Wide Web
("WWW"), and whose stocks have the potential for long-term growth (based on the
Adviser's qualitative analysis of the companies' business models). At times, the
Fund may focus on particular sub-sectors of Internet companies, such as
infrastructure and software companies.
THE STOCKJUNGLE.COM COMMUNITY INTELLIGENCE FUND invests in companies with
market capitalizations of at least $100 million at the time of purchase and
favorable growth prospects. The Adviser selects portfolio securities for the
Fund solely from a pool of equity investment opportunities which are (i)
recommended to StockJungle.com, Inc. by visitors to its website, (ii) researched
by the adviser and analyzed to determine their potential for capital
appreciation, and (iii) if deemed acceptable by the Adviser, selected for
investment by the Fund.
-6-
<PAGE>
COMPARISON OF STRUCTURE AND OPERATION
Each New Fund will be advised and operated in substantially the same manner
as its corresponding Fund. The Adviser, which currently advises the Funds, will
continue to act as adviser to the New Funds. The other service providers to the
Funds will also be unchanged. There will be no significant change in
distribution and purchase procedures, exchange rights, or redemption procedures.
The New Funds are established and administered under Delaware law, while
the Funds are maintained under Massachusetts law. The two forms of organization
are very similar. The operations of TIM, like those of SJTrust, are subject to
the provisions of the Investment Company Act of 1940, as amended (the "1940
Act"), and to the rules and regulations of the Commission thereunder.
The reorganization will have no material federal income tax consequences to
you, the Funds or the New Funds.
COMPARISON OF RISK FACTORS
The principal investment risks of each of the New Funds are identical to
those of the corresponding Funds. The risks of the Funds are as follows:
INVESTING IN MUTUAL FUNDS
All mutual funds carry risk. You may lose money on your investment in any
of the Funds. As all investment securities are subject to inherent market risks
and fluctuations in value due to earnings, economic and political conditions and
other factors, no assurance exists that any Fund's investment objective will be
achieved. In addition, you should be aware that none of the Funds has any
substantial operating history and the Adviser has no substantial prior
experience in serving as an investment adviser to a mutual fund.
MARKET RISK OF EQUITY INVESTING
The net asset value of each of the Funds fluctuates based on changes in the
value of its underlying portfolio. The stock market is generally susceptible to
volatile fluctuations in market price. Market prices of equity securities in
which each Fund invests may be adversely affected by an issuer's having
experienced losses or by the lack of earnings or by the issuer's failure to meet
the market's expectations with respect to new products or services, or even by
factors wholly unrelated to the value or condition of the issuer. The value of
the securities held by each Fund is also subject to the risk that a specific
segment of the stock market does not perform as well as the overall market.
Under any of these circumstances, the value of the Funds' shares and total
return will fluctuate, and your investment may be worth more or less than your
original cost when you redeem your shares.
-7-
<PAGE>
RELIANCE ON RECOMMENDATIONS
The effectiveness of the Community Intelligence Fund's investment strategy
depends on the ongoing participation by visitors to the Community Site and the
submission of bona-fide potential investments for the Funds. There are no
assurances that the Community Site will continue to attract such participation.
TECHNOLOGY SECTOR RISK
Each of the Market Leaders Fund and the Community Intelligence Fund
currently invests a significant portion of its total assets in companies in
various technology industries and may do so in the future, and the Pure Play
Internet Fund invests primarily in such companies. Market or economic factors
impacting technology companies could have a major effect on the value of each
Fund's investments. Stock prices of technology companies are particularly
vulnerable to rapid changes in product cycles, government regulation, high
personnel turnover and shortages of skilled employees, product development
problems, and aggressive pricing and other form of completion. In addition,
technology stocks, especially those of smaller, less seasoned companies, tend to
have high price/earning ratios and to be more volatile than the overall market.
RISKS ASSOCIATED WITH WEBSITE
Since the Adviser posts updates of each Fund's holdings and completed
trading activity in real time, to the extent practicable, there is a risk that
certain investors may attempt to use such information to the detriment of the
Funds. The Board of Trustees has considered this issue and has determined that
each Fund's and the Adviser's use of the website is nonetheless in the best
interests of each Fund and its shareholders. The Board of Trustees monitors the
use of the website to determine that it continues to be in the best interests of
each Fund's shareholders.
The Community Site may attract visitors seeking to use the website to
influence the market price of a particular security. The Adviser researches and
analyzes all recommendations prior to investing in a company's stock. However,
there can be no assurances that this provides total protection against any
market manipulation.
Widespread network failure of the Internet and/or WWW could result in
delays or interruptions which could, in turn, delay or prevent persons from
posting investment recommendations to be submitted to the Adviser for analysis
and selection for investment by the Fund.
INVESTMENT IN NEW AND UNSEASONED COMPANIES
Companies which are relatively new and unseasoned and in their early stages
of development may not be well-known to the investing public or have significant
institutional ownership. They may lack depth of management and may be unable to
internally generate funds necessary for growth or potential development or to
generate such funds through external financing on favorable terms. In addition,
these companies may be developing or marketing new products or services for
-8-
<PAGE>
which markets are not yet established and may never become established. Finally,
new and unseasoned companies may have relatively small revenues and limited
product lines, markets, or financial resources; their securities are often
traded over-the-counter or on a regional exchange and may trade less frequently
and in more limited volume than those of larger, more mature companies. When
making larger sales, the Funds may have to sell securities at discounts from
quoted prices or may have to make a series of small sales over an extended
period of time. As a result, the market prices of these securities may be more
subject to volatile fluctuations than those of more mature issuers. Such
fluctuations could have an adverse effect on the net asset value of the Funds
and your investment.
INVESTMENT IN SMALL AND MID-CAP COMPANIES
Companies identified by the Adviser as relatively new leaders in smaller
and less established industries may include issuers with small or mid-sized
capital structures (generally a market capitalization of $5 billion or less).
Consequently, the Fund may be subject to the additional risks associated with
investment in these companies. The market prices of the securities of such
companies tend to be more volatile than those of larger companies. Further,
these securities tend to trade at a lower volume than those of larger more
established companies. Accordingly, if the value of the securities of small or
mid-capitalization companies held in a Fund's portfolio decline, the Fund may be
adversely affected and you could lose money on your investment.
INTERNET SECTOR RISK
The value of the Pure Play Internet Fund's shares is susceptible to factors
affecting the Internet and WWW. This sector may be subject to greater
governmental regulation than many other sectors and changes in government
policies and the need for regulatory approvals may have a material effect on the
products and services of this sector. In addition, because of its relatively
narrow focus, the Fund's performance is closely tied to, and affected by, this
sector as a whole. Companies in a specialized sector are often faced with the
same obstacles, issues or regulatory burdens and their securities may react
similarly and move in unison to these and other market conditions. As a result
of these factors, securities in which the Fund invests are more volatile than
securities of companies in other sectors. Competitive pressures and changing
demand may have a significant effect on the financial condition of Internet
companies. These companies spend heavily on research and development and are
especially sensitive to the risk of product obsolescence.
NEWLY ORGANIZED FUNDS
The Funds, as well as the Adviser and its parent corporation's
StockJungle.com website, are newly organized and are designed and created
primarily for on-line investors. Although the Funds and the Adviser believe that
investors' ability to access information and features via the website will
provide investors a more complete and educational mutual fund experience than is
generally available, this is a relatively new approach to mutual fund investing
which is still evolving. In April 2000, StockJungle.com Trust terminated
-9-
<PAGE>
operation of its S&P 500 Index Fund series, which did not attract sufficient
investors to effectively track the performance of the S&P 500 Index. No
assurance exists that the current Funds will attract sufficient investors to
ensure that the Funds and the Investment Adviser can operate effectively and
profitably in the long run.
PROPOSED REORGANIZATION OF THE FUNDS
The Board of Trustees of SJTrust has approved a plan to reorganize the
Funds into the New Funds. The purpose of the reorganization is to lower the
expenses paid by the shareholders of the Funds. To proceed, we need the approval
of the shareholders of each Fund. The following pages outline the important
details of the reorganization in response to the following questions:
* Why do we want to reorganize the Funds?
* How will we accomplish the reorganization?
* What are some of the differences between the Funds and the New Funds?
* What aspects of the Funds will not change as a result of the
reorganization?
* How will the capitalization of the New Funds compare with that of the
existing Funds?
WHY DO WE WANT TO REORGANIZE THE FUNDS?
As Internet-based investment company portfolios, the Funds are pioneering
relatively new methods of mutual fund operation and distribution. The proposed
reorganization is part of the continuing evolution of the Funds' concept.
At their meeting on March 23, 2000, the Board of Trustees of SJTrust
determined that it would be in the best interest of the Funds' shareholders to
approve a shareholder service plan permitting the Funds to pay expenses of the
Adviser and others associated with servicing of Fund shareholders up to 0.25% of
the Funds' average annual net assets, and an increase in the annual expense cap
of the Funds from 1.00% to 1.45% of average annual net assets (subject to
approval by the shareholders of the Funds).
The Funds are currently distributed only through the website maintained by
the Adviser's parent, StockJungle.com, Inc. As of August 21, 2000, the total
assets of the Funds were $8,063,374.10. The annual expenses of the Funds are
currently capped by the Adviser at 1.00% of the Funds' average daily net assets
(as a result of the Adviser's "unitary fee" structure, in which the Adviser is
paid a single fee from which it pays all normal Fund expenses), and the
resulting expense subsidies to the Funds are provided by the Adviser and its
parent company (which has other sources of income from its operation of the
StockJungle.com web site). However, at the current asset level of the Funds,
-10-
<PAGE>
these subsidies would amount to more than $419,000 per year. The Adviser and the
Board of Trustees believe that, to remain viable in the long run, the Funds will
have to substantially increase their assets, so that any expense subsidies will
be lower or can be eliminated. The Board of Trustees and management of the Funds
believe that obtaining exposure to shareholders from other unaffiliated sources
of distribution will assist in increasing the Funds' assets, and that adoption
of a shareholder service plan will enable the Funds to do so.
At the March 23 Board meeting, management also recommended and the Board
approved an amendment to the current Investment Advisory Agreement of the Funds
to depart from the current "unitary fee" structure, and to increase the annual
expense cap of the Funds from 1.00% to 1.45% of average annual net assets. Of
this amount, 0.25% is attributable to the addition of the plan of distribution.
The additional increase of 0.20% of average annual net assets was recommended to
help reduce the impact on the Adviser and its parent of the current expense cap,
and to ensure that they can continue to maintain and improve the technology
platform on which Fund operations are based in order to provide Fund
shareholders with the proper level of service and support. In addition,
management believes that the existing "unitary fee" structure has proved to be
confusing to prospective investors, and that a more traditional expense
methodology will be easier for most shareholders to understand and compare with
other mutual funds. As is the current case, the Adviser will not be reimbursed
in the future for any remaining expense subsidies to the Funds. Your vote in
favor of the reorganization will also in effect be a vote in favor of this
amendment.
At their meeting of June 1, 2000, the Board of Trustees of SJTrust approved
the retention of ICA to provide administration services to the Funds, of First
Fund Distributors, Inc. (an affiliate of ICA) to provide distribution services
to SJTrust, and of Unified Fund Services, Inc. ("Unified") to provide fund
accounting and transfer agency services to SJTrust, in place of Countrywide Fund
Services, Inc., which was then providing such services. ICA and its affiliate
began providing such services to SJTrust on July 17, 2000, and it is anticipated
that Unified will begin doing so on October 23, 2000.
As discussions on the implementation of the transition to ICA continued,
management concluded that the Funds could obtain the services of ICA and its
affiliate at the same cost through reorganization of the Funds into portfolios
of TIM (which is sponsored by ICA), and that such a reorganization could in the
long run assist in reducing the expenses of the Funds (such as securities
registration fees, legal fees, insurance costs and trustee fees) as a result of
the economies of scale which may result when Fund assets were aggregated with
the assets of other TIM portfolios and spread over a larger asset base.
Accordingly, after further consideration of these matters, management of SJTrust
recommended and the Board of Trustees of SJTrust approved the proposed
reorganization at their meeting of July 18, 2000. In that connection, the Board
specifically determined, as required by the 1940 Act, that the proposed
reorganization is in the best interests of the shareholders of each of the
Funds, and that the interests of the shareholders would not be diluted as a
result of the reorganization.
-11-
<PAGE>
HOW WILL WE ACCOMPLISH THE REORGANIZATION?
The Board of Trustees of SJTrust has approved a reorganization agreement
between SJTrust (on behalf of the Funds) and TIM (on behalf of the New Funds).
This agreement spells out the terms and conditions of the reorganization of the
Funds.
If the shareholders of each Fund approve the reorganization, the
reorganization essentially will involve the following steps, which will occur
more or less simultaneously:
* First, each Fund will transfer all of its assets and liabilities to
the corresponding New Fund. (In other words, the Growth Fund will
transfer its assets and liabilities to the New Market Leaders Fund;
the Internet Fund will transfer its assets and liabilities to the New
Internet Fund; and the Community Fund will transfer its assets and
liabilities to the New Community Fund.)
* Second, in exchange for the assets transferred to the New Funds, each
Fund will receive shares of the corresponding New Fund having a total
value equal to the value of the assets the Fund transferred to the New
Fund (net of any liabilities).
* Third, each Fund will distribute the New Fund shares it receives to
its shareholders and dissolve.
* Fourth, each New Fund will open an account for each shareholder of the
corresponding dissolving Fund, and will credit the shareholder with
shares of the New Fund having the same total value as the Fund shares
that he or she owned on the date of the reorganization. Share
certificates will not be issued.
The Adviser will pay the expenses of the reorganization. As a tax free
reorganization under Section 368 of the Internal Revenue Code, the
reorganization will not have any adverse tax consequences to you, to the Funds,
or to the New Funds.
If the reorganization is approved by the Funds' shareholders, it will take
place as soon as feasible. Fund management believes this should be accomplished
by November 6, 2000. However, at any time before the reorganization the Board of
Trustees may decide that it is not in the best interest of the Funds or their
respective shareholders to go forward.
WHAT ARE SOME OF THE DIFFERENCES BETWEEN THE FUNDS AND THE NEW FUNDS?
GOVERNING DOCUMENTS AND LAW.
The New Funds were established pursuant to an Agreement and Declaration of
Trust (the "TIM Declaration of Trust") under Delaware law. The New Funds'
operations are governed by the TIM Declaration of Trust and Delaware law
applicable to business trusts in Delaware.
-12-
<PAGE>
The Funds were established pursuant to an Agreement and Declaration of
Trust (the "SJTrust Declaration of Trust") under Massachusetts law. The Funds'
operations are governed by the SJTrust Declaration of Trust and by Chapter 182
of the General Laws of the Commonwealth of Massachusetts, which governs business
trusts in Massachusetts.
The two forms of organization are very similar. The operations of the New
Funds, like those of the Funds, are subject to the provisions of the 1940 Act,
and to the rules and regulations of the Commission thereunder.
STATE LAWS.
SJTrust is organized as a Massachusetts business trust. Massachusetts law
does not expressly provide that claims of third parties against shareholders,
trustees, officers, employees, and agents of SJTrust for any act, omission, or
obligation of SJTrust are limited to the assets of SJTrust. Because
Massachusetts business trust law is silent on this issue, some commentators
believe that under Massachusetts law shareholders of Massachusetts trusts such
as SJTrust could, under certain circumstances, be held personally liable for
trust obligations.
TIM is organized as a Delaware business trust. Under Delaware law, the
shareholders, trustees, officers, employees, and agents of TIM are not liable to
third persons for any act, omission, or obligation of TIM unless otherwise
provided in the certificate of trust. The TIM certificate of trust does not
contain any such provisions, and under Delaware law the shareholders of the New
Funds are therefore not liable to third parties for obligations of the New
Funds.
This is only a brief summary of certain similarities between the SJTrust
Declaration of Trust and Massachusetts law, and the TIM Declaration of Trust and
Delaware law. It is not a complete list of similarities or differences.
Shareholders should refer to the provisions of the SJTrust Declaration of Trust,
Massachusetts law, the TIM Declaration of Trust, and Delaware law for a more
thorough comparison. Copies of the TIM Declaration of Trust and By-Laws are
available to shareholders without charge upon written request to TIM at 2020
East Financial Way, Suite 100, Glendora, California 91741.
THE NEW FUNDS WILL HAVE A SHAREHOLDER SERVICE PLAN.
The New Funds have adopted a shareholder service plan. This plan allows
each New Fund to pay fees for services provided by the Adviser and others to its
shareholders. The plan provides for the payment of a service fee at the annual
rate of up to 0.25% of each New Fund's average daily net assets. The Board of
Trustees has approved a similar plan for the Funds which is not yet in effect.
-13-
<PAGE>
EXPENSES OF THE NEW FUNDS WILL BE GREATER THAN THOSE OF THE FUNDS.
The Investment Advisory Agreement between the Adviser and the New Funds
provides that the Adviser will be paid a fee equal to 1.00% of the average daily
net assets of each of the New Funds -- the same as the existing Investment
Advisory Agreement for the Funds. There is, however, a difference between the
two Agreements with respect to overall operating expenses.
The existing Investment Advisory Agreement provides for a "unitary"
advisory fee - I.E., that the Adviser will pay all of the Funds' normal
operating expenses, other than brokerage commissions and extraordinary or
non-recurring expenses. The new Investment Advisory Agreement, on the other
hand, provides that the New Funds are responsible for the payment of normal
operating expenses, but that the Adviser will pay all such expenses in excess of
1.45% of the average daily net assets of the Fund, other than brokerage
commissions and extraordinary or non-recurring expenses.
TRUSTEES AND OFFICERS WILL BE DIFFERENT.
Subject to the provisions of the TIM Declaration of Trust, the business of
TIM is managed by its trustees. Like the trustees of SJTrust, the trustees of
TIM serve indefinite terms and have all powers necessary or convenient to carry
out that responsibility. The responsibilities, powers, and fiduciary duties of
the TIM trustees are substantially the same as those of the trustees of SJTrust
under the SJTrust Declaration of Trust. The trustees and officers of TIM are
identified and their backgrounds are described in the TIM Statement of
Additional Information filed with the Commission.
SHAREHOLDERS OF THE NEW FUNDS WILL VOTE BY SHARES RATHER THAN DOLLARS.
The SJTrust Declaration of Trust provides that each Fund shareholder is
entitled to one vote for each dollar of net asset value of his or her shares of
the Fund. The TIM Declaration of Trust provides that each New Fund shareholder
is entitled to one vote for each of his or her shares of the New Fund, without
regard to the net asset value of such shares.
WHAT ASPECTS OF THE FUNDS WILL NOT CHANGE AS A RESULT OF THE REORGANIZATION?
After the reorganization, you will own shares of the New Fund that
corresponds to the Fund in which you presently hold shares.
THE INVESTMENT OBJECTIVES, POLICIES, AND RESTRICTIONS OF THE NEW FUNDS ARE
IDENTICAL TO THOSE OF THE CORRESPONDING FUNDS.
Each New Fund will seek to provide investors with long-term capital
appreciation, in the same manner as the corresponding existing Fund. See
PRINCIPAL INVESTMENT STRATEGIES at page 5 above for a description of the New
Funds' principal investment strategies and restrictions, which will be the same
as the corresponding existing Funds.
-14-
<PAGE>
You should review the current prospectus for the Funds (dated June 7, 2000,
as supplemented on June 16, June 21, July 26 and August 28, 2000) and the
"Investment Strategies" and "Main Risks" sections of the Prospectus of the New
Funds for additional information.
THE INVESTMENT ADVISER AND SERVICE PROVIDERS WILL STAY THE SAME.
StockJungle.com Investment Advisors, Inc. is the investment adviser to the
Funds and will continue to manage the New Funds after the reorganization. The
Funds are co-managed by Gordon Gustafson and Akber Zaidi, who will continue to
have those responsibilities for the New Funds.
Investment Company Administration L.L.C. is the administrator of the Funds,
First Funds Distributors, Inc. is the distributor for the Funds, and Arthur
Andersen LLP is the Funds' independent public accountant. They will serve in the
same capacity for the New Funds after the reorganization. United Fund Services,
Inc. will become the fund accounting agent and transfer agent for the Funds
(replacing Integrated Fund Services, Inc., which currently provides these
services) and will serve in the same capacity for the New Funds after the
reorganization. It is anticipated that Unified will begin providing these
services on October 23, 2000.
See the "Management" section of the Prospectus for further information.
THE TOTAL VALUE OF YOUR SHARES WILL NOT BE AFFECTED BY THE REORGANIZATION.
On the day of the reorganization, you will receive New Fund shares having
the same total value as your shares of the corresponding Fund. The number of New
Fund shares you receive, and the per share price of such shares, also will be
the same as your shares of the corresponding Fund.
THE REORGANIZATION WILL HAVE NO MATERIAL FEDERAL INCOME TAX CONSEQUENCES.
We expect the reorganization will have no material federal income tax
consequences to you, to the Funds or to the New Funds. We will not proceed with
the reorganization unless this point is confirmed by an opinion of counsel.
Following the reorganization, the adjusted federal tax basis of your New Fund
shares will be the same as the basis of your Fund shares before the
reorganization. We do not expect Fund shareholders to incur any personal state
or local taxes as a result of the reorganization, but you should consult your
own tax adviser to make sure.
YOU WILL CONTINUE TO RECEIVE DIVIDENDS ANNUALLY.
The Funds currently declare and pay dividends annually, and the New Funds
will do the same. As was the case for the Funds, all dividends, if any, paid by
the New Funds will be reinvested in shares of the New Funds unless you request
otherwise in writing. (You can make such a request by writing to the Funds c/o
Unified Fund Services, Inc., 431 North Pennsylvania Street, Indianapolis, IN
46204-1806.) If you have such a request on file for a Fund, it will be applied
to your New Fund shares.
-15-
<PAGE>
SHARE PURCHASE AND REDEMPTION PROCEDURES WILL NOT BE AFFECTED.
The New Funds will have substantially the same purchase and redemption
procedures as the Funds. As was the case for the Funds, the distributor for the
New Funds does not charge any fees or sales charges on reinvestments in shares
of the New Funds. See the "How to Purchase Shares" and "How to Redeem Shares"
sections of the Prospectus.
HOW WILL THE CAPITALIZATION OF THE NEW FUNDS COMPARE WITH THAT OF THE EXISTING
FUNDS?
The following table sets forth as of August 21, 2000: (i) the
capitalization of the Funds; (ii) the capitalization of the New Funds; and (iii)
the pro forma capitalization of the New Funds, as adjusted to give effect to the
reorganizations. If the reorganizations are consummated, the capitalization of
the New Funds is likely to be different at the closing date as a result of daily
share purchase and redemption activity in the Funds after August 21, 2000.
StockJungle.com
Market Leaders Growth Fund
--------------------------------------------
Pro Forma
Existing New Combined
------------- --- -------------
Total Net Assets $ 574,961.67 $ 0 $ 574,961.67
Shares Outstanding 55,056.722 0 55,056.722
Net Asset Value Per Share $ 10.44 $ 0 $ 10.44
StockJungle.com
Pure Play Internet Fund
--------------------------------------------
Pro Forma
Existing New Combined
------------- --- -------------
Total Net Assets $ 692,688.68 $ 0 $ 692,688.68
Shares Outstanding 78,041.911 0 78,041.911
Net Asset Value Per Share $ 8.88 $ 0 $ 8.88
StockJungle.com
Community Intelligence Fund
--------------------------------------------
Pro Forma
Existing New Combined
------------- --- -------------
Total Net Assets $6,795,723.98 $ 0 $6,795,723.98
Shares Outstanding 452,233.254 0 452,233.254
Net Asset Value Per Share $ 15.03 $ 0 $ 15.03
-16-
<PAGE>
VOTING AND MEETING PROCEDURES
You can vote by mail, phone, fax, internet, or in person at the Meeting.
* To vote by mail, sign and send us the Proxy voting card which
accompanies this Proxy Statement to the following address:
Proxy Tabulator
P.O. Box 9123
Hingham, MA 02043
re: StockJungle.com
* To vote by fax, sign the Proxy voting card and fax it to
1-323-602-1917.
* To vote by phone, call us at 1-888-221-0697.
* To vote by internet, go to www.proxyweb.com.
If you vote electronically by phone or internet, SJ Trust or its agent will
use reasonable procedures (such as requiring an identification number) to verify
the authenticity of the vote cast. Each shareholder who casts an electronic vote
will also be able to validate that his or her vote was received correctly.
If you vote by Proxy, you can revoke your Proxy by notifying the Secretary
of SJ Trust in writing, or by returning a Proxy with a later date. You can also
revoke a Proxy by voting in person at the Meeting. Even if you plan to attend
the Meeting and vote in person, please vote prior to the Meeting. This will help
us ensure that an adequate number of shares are present at the Meeting.
In addition to the solicitation of proxies by electronic means, officers
and employees of SJTrust, without additional compensation, may solicit proxies
in person or by telephone. The costs associated with that solicitation and the
Meeting will be paid by the Adviser and not by SJTrust or any Fund. The Adviser,
and not SJTrust or any Fund, will pay any costs associated with any adjournments
(discussed below) and further solicitation.
The SJ Declaration of Trust provides that a quorum of the shareholders of a
Fund is 30% of the outstanding shares of the Fund entitled to vote. If
sufficient votes are not received by the date of the Meeting, a person named as
proxy may propose one or more adjournments of the Meeting for a period or
periods not more than 120 days in the aggregate to permit further solicitation
of proxies. All proxies voted, including abstentions, will be counted toward
establishing a quorum. The persons named as proxies will vote all proxies in
favor of adjournment that voted in favor of the reorganization (or abstained)
and vote against adjournment all proxies that voted against the reorganization.
-17-
<PAGE>
The Funds will be reorganized only if approved by a majority of the
outstanding shares of each of the Funds. For this purpose, a "majority" of the
outstanding shares of a Fund means the lesser of (i) more than 50% of the shares
of the Fund entitled to vote at the Meeting, and (ii) 67% or more of the shares
of the Fund present at the Meeting in person or by proxy, if the holders of more
than 50% of the shares entitled to vote at the Meeting are present or
represented by proxy. Abstentions do not constitute a vote "for" the
reorganization and effectively result in a vote "against" the reorganization.
Shareholders of each Fund at the close of business on August 21, 2000 will
be entitled to be present and vote at the Meeting. Shareholders of each Fund
will vote only with other shareholders of that Fund, separately from
shareholders of any other Fund. As of that date, each of the Funds had
outstanding and entitled to vote the following numbers of shares and total net
assets:
NAME OF FUND SHARES OUTSTANDING TOTAL NET ASSETS
------------ ------------------ ----------------
Market Leaders Growth Fund 55,056.722 $ 574,961.67
Pure Play Internet Fund 78,041.911 $ 692,688.68
Community Intelligence Fund 452,233.254 $6,795,723.98
-18-
<PAGE>
The following tables show, to the knowledge of SJTrust's management, the
percentage of the aggregate shares of each Fund owned at the close of business
on August 21, 2000 by the officers and Trustees of SJTrust and the Adviser and
by other persons owning beneficially more than 5% of the outstanding shares of
each Fund:
MARKET LEADERS GROWTH FUND
<TABLE>
<CAPTION>
Number of Total Net Percent of
Name and Address Shares Assets the Fund
---------------- ------ ------ --------
<S> <C> <C> <C>
StockJungle.com, Inc. 22,500.000 $ 234,928.36 40.86%
5750 Wilshire Blvd, Suite 560
Los Angeles, CA 90036
Clarissa Moore 7,665.472 $ 80,037.19 13.92%
21 Georgetown North
Greenwich, CT 06831
Per Ingolf Strangeland 5,965.688 $ 62,289.28 10.83%
Aealra 9
Fuengirola, Spain 99999
Spain
All officers and Trustees of SJTrust and the 22,902.41 $ 239,125.58 41.58%
Adviser (including the above) in the aggregate
</TABLE>
-19-
<PAGE>
PURE PLAY INTERNET FUND
<TABLE>
<CAPTION>
Number of Total Net Percent of
Name and Address Shares Assets the Fund
---------------- ------ ------ --------
<S> <C> <C> <C>
Mark Edward Sale 7,845.435 $ 69,607.18 10.05%
1013 Dickinson Circle
Raleigh, NC 27614
Julian Smerkovitz 7,322.721 $ 64,969.49 9.38%
101 East 52nd Street
New York, NY 10022
Jeffrey Steven Lloyd 5787.902 $ 51,352.06 7.41%
1941 Thayer Avenue
Los Angeles, CA 90025
Clarissa Moore 4,278.316 $ 37,958.58 5.48%
21 Georgetown North
Greenwich, CT 06831
All officers and Trustees of the Trust and the 10,246.42 $ 90,903.75 13.12%
Adviser (including the above), in the aggregate
</TABLE>
-20-
<PAGE>
COMMUNITY INTELLIGENCE FUND
<TABLE>
<CAPTION>
Number of Total Net Percent of
Name and Address Shares Assets the Fund
---------------- ------ ------ --------
<S> <C> <C> <C>
Zoom Invest Ltd 136,892.53 $2,052,266.36 30.20%
16 Quay General Guisan 1211
Geneva 3
Switzerland
Ruta Investments Ltd. 125,549.278 $1,882,210.17 27.70%
14 South Swinton Avenue
Delray Beach, FL 33441
Parr Living Trust 26,438.081 $ 396,354.46 5.83%
James and Traci Parr, Trustees
DID 12/17/97
27731 Rolling Wood Lane
San Juan Capistrano, CA 92675
All officers and Trustees of the Trust and the 24,711.698 $ 349,843.84 5.14%
Adviser (including the above), in the aggregate
</TABLE>
-21-
<PAGE>
GENERAL INFORMATION
The persons named in the accompanying Proxy will vote in each case as
directed in the Proxy, but in the absence of any direction, they intend to vote
FOR the reorganization and may vote in their discretion with respect to other
matters that may be presented to the Meeting.
OTHER MATTERS TO COME BEFORE THE MEETING
SJTrust's management does not know of any matters to be presented at the
Meeting other than those described in this Proxy Statement. If other business
should properly come before the Meeting, the Proxy holders will vote on them in
accordance with their best judgment.
SHAREHOLDER PROPOSALS
The Meeting is a special meeting of shareholders. Neither SJTrust nor TIM
is required, nor does it intend, to hold regular annual meetings of its
shareholders. If such a meeting is called, any shareholder who wishes to submit
a proposal for consideration at the meeting should submit the proposal promptly
to the SJTrust or TIM, as the case may be, at 2020 East Financial Way, Suite
105, Glendora, California 91741, Attention: Secretary. Any proposal to be
considered for submission to shareholders must comply with applicable federal
and state laws.
NAMES AND ADDRESSES
The Funds' investment adviser is StockJungle.com Investment Advisors, Inc.,
located at 5750 Wilshire Boulevard, Suite 560, Los Angeles, California 90036.
The Funds' administrator is Investment Company Administration, L.L.C., located
at 2020 East Financial Way, Suite 100, Glendora, California 91741. The Funds'
transfer agent and accountant is currently Countrywide Fund Services, Inc.,
located at 312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202; after October
23, 2000 it is anticipated that it will be Unified Fund Services, Inc., located
at 431 North Pennsylvania Street, Indianapolis, Indiana 46204. The Funds'
distributor is First Fund Distributors, Inc., an affiliate of ICA, located at
the same address as ICA indicated above. The Funds' custodian is Fifth Third
Bank, located at 38 Fountain Square Plaza, Cincinnati, Ohio 45263.
PLEASE SIGN AND RETURN THE ACCOMPANYING PROXY PROMPTLY TO ASSURE A QUORUM
AT THE MEETING.
MICHAEL WITZ, PRESIDENT
Los Angeles, California
October 16, 2000
-22-
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
STOCKJUNGLE.COM MARKET LEADERS GROWTH FUND
STOCKJUNGLE.COM PURE PLAY INTERNET FUND
STOCKJUNGLE.COM COMMUNITY INTELLIGENCE FUND
2020 East Financial Way - Suite 100
Glendora, California 91741
Telephone: (626) 852-1033
This Statement of Additional Information relates specifically to the
proposed reorganization of the StockJungle.com Market Leaders Growth Fund,
StockJungle.com Pure Play Internet Fund, and StockJungle.com Community
Intelligence Fund, which are series of StockJungle.com Trust. It consists of
this cover page and the Statement of Additional Information of Trust for
Investment Managers filed with the Securities and Exchange Commission as part of
Registrant's Form N-1A Registration Statement on September 28, 2000.
This Statement of Additional Information is not a prospectus. A Combined
Proxy Statement and Prospectus dated September 28, 2000 relating to the proposed
reorganization may be obtained from Trust for Investment Managers at the
telephone number and address above. This Statement of Additional Information
relates to, and should be read in conjunction with, that Combined Proxy
Statement and Prospectus.
The date of this Statement of Additional Information is September 28, 2000.
