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 Section 240.14a-11(c) or Section
240.14a-12
ANCHOR CAPITAL ACCUMULATION TRUST
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
|_| $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(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:
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ANCHOR CAPITAL ACCUMULATION TRUST
579 Pleasant Street, Suite 4
Paxton, Massachusetts 01612
(508) 831-1171
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 30, 1998
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To The Shareholders of Anchor Capital Accumulation Trust:
Notice is hereby given that a Special Meeting of the
Shareholders of Anchor Capital Accumulation Trust (the "Trust") will be
held at 579 Pleasant Street, Suite 4, Paxton, Massachusetts 01612 on
November 30, 1998, at 12:05 p.m., or any adjournment thereof, for the
following purposes:
(a) To consider and act upon a proposal to terminate the
Trust's current Investment Advisory Contract between the Trust and
Anchor Investment Management Corporation ("Anchor"), and to approve a
new Investment Advisory Contract between the Trust and Progressive
Investment Management, Inc. ("Progressive"). ("Proposal No. 1")
(b) To ratify the selection of Livingston A. Haynes, P.C. as
independent accountants for the Trust for its fiscal year ending
December 31, 1998. ("Proposal No. 2")
(c) To transact such other business as may properly come before the
meeting, or any adjournments thereof.
If any of such Proposals are not approved by the Trust's
shareholders, the Trust will not consummate the transactions contemplated
in such unapproved Proposal, and each such Proposal shall be deemed
disapproved. Shareholders of record at the close of business on October 2,
1998 are entitled to vote at the meeting and at any adjournment thereof.
The Proposals are more fully discussed in the Proxy Statement. Please read
it carefully before telling us, through your proxy, how you wish your
shares to be voted. The Board of Trustees of the Trust, a majority of which
is independent from the Investment Advisor and Meeschaert & Co., Inc., the
Trust's principal underwriter, has unanimously approved each Proposal and
recommends that you vote FOR each proposal. WE URGE YOU TO SIGN, DATE AND
MAIL THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of
Trustees,
David Y. Williams, Secretary
October 2, 1998
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Shareholders who do not expect to attend the meeting are requested to indicate
voting instructions on the enclosed proxy and to date, sign and return it in the
accompanying postage-paid envelope. To avoid unnecessary duplicate mailings, we
ask your cooperation in promptly mailing your proxy no matter how large or small
your holdings may be.
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ANCHOR CAPITAL ACCUMULATION TRUST
579 Pleasant Street, Suite 4
Paxton, Massachusetts 01612
(508) 831-1171
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PROXY STATEMENT
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Meeting of Shareholders
To Be Held November 30, 1998
I N T R O D U C T I O N
This statement is furnished to the shareholders of Anchor Capital Accumulation
Trust (the "Trust") in connection with the solicitation by, and on behalf of,
the Trust's Board of Trustees of proxies to be used at a meeting (the "Meeting")
to be held at 579 Pleasant Street, Suite 4, Paxton, Massachusetts 01612 on
November 30, 1998, at 12:05 p.m., or any adjournment thereof. It is expected
that the mailing of this proxy statement and form of proxy will be made on or
about November 3, 1998.
The enclosed proxy, if properly executed and returned, will be voted (or
withheld from voting) in accordance with the choices specified therein. The
proxy will be voted in favor of each Proposal unless a choice is indicated to
vote against or to abstain from voting on that Proposal. If a shareholder
executes and returns a proxy but fails to indicate how the votes should be cast,
the proxy will be voted in favor of each Proposal. The proxy may be revoked at
any time prior to the voting by (1) writing to the Secretary of the Trust at 579
Pleasant Street, Suite 4, Paxton, Massachusetts 01612; (2) attending the meeting
and voting in person; or (3) signing and returning a new proxy (if returned and
received in time to be voted).
The cost of preparation and distribution of these proxy materials is an expense
of the Trust. Any expenses so incurred will also be borne by the Trust.
Brokers, banks, and other fiduciaries may be requested to forward soliciting
material to their principals and to obtain authorization for the
execution of proxies. For those services, if any, they will be reimbursed by the
Trust for their out-of-pocket expenses.
The Trust's most recent annual and semi-annual reports are available upon
request without charge from the Secretary of the Trust at the address and
telephone number noted above.
Shares Outstanding and Entitled to Vote. As of October 2, 1998, the record date,
there were 198,473 shares of the Trust issued and outstanding. All shares of the
Trust have equal voting rights, and the holders of shares are entitled to one
vote for each share (and a fractional vote for a fractional share) held of
record at the close of business on the record date. Each Trustee and 5%
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shareholder named, and all Trustees and officers as a group, have sole voting
power and sole investment power with respect to the shares shown. Information
with respect to beneficial ownership by such shareholders is based upon
information furnished by each shareholder. As of October 2, 1998, the number of
shares beneficially owned by each 5% shareholder, Trustee and of the Trustees
and officers as a group was as follows:
Trustees and Officers Number of % of Outstanding
Shares Shares
David W. C. Putnam (1) 0 *
Spencer H. LeMenager (1) 351 *
David Y. Williams (1)(2) 0 *
Maurice A. Donahue (1) 0 *
I. Ernie Butler (1) 0 *
J. Stephen Putnam (1) 4,104 2.07
File & Co. (1) 11,047 5.56
Fox & Co. (1) 30,033 15.13
Lazard Freres & Co. (1) 78,274 39.43
Key Trust Co. (1) 10,060 5.06
All Trustees and Officers as a group 2.24
* An asterisk indicates that such shareholder is beneficial owner of less than
1% of the Trust's shares.
(1) The address of each Trustee, officer and 5% shareholder is c/o Christopher
Williams, 579 Pleasant Street, Suite 4, Paxton, Massachusetts 01612.
(2) Interested person as defined in the Investment Company Act of 1940, as
amended, because of his affiliation with the Trust's Investment Advisor
and Distributor.
The Trust's Board of Trustees has an Audit Committee which is responsible for
reviewing financial and accounting matters and which met once in 1997. The
current members of the Audit Committee are Messrs. Spencer H. LeManager and
Maurice A. Donahue. The Trust does not have a nominating or compensation
committee.
The Trust pays each of the Trustees who are not "interested persons" as defined
in the Act a fee of $300 for each meeting of the Board of Trustees, subject to a
maximum of $1,200 per year, and reimburses them for their out-of-pocket expenses
for attendance at such meetings. In 1997, the Trust paid an aggregate of $3,000
in Trustee's fees and expenses as follows: David W. C. Putnam, $1,000; Spencer
H. LeManager, $1,000; Maurice A. Donahue, $1,000.
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There have been no purchases or sales of securities of the Investment Advisor or
the Proposed Investment Advisor, Progressive Investment Management, Inc., or any
Parents or Subsidiaries thereof since the beginning of the Trust's most recent
completed fiscal year by any trustee or nominee for election as a trustee of the
Trust.
Each Trustee serves in total as a trustee of five (5) registered investment
companies (the "Trusts") managed by the Investment Advisor ("Fund Complex").
Each Trust pays each Trustee, who is not a director, officer or employee of the
Investment Advisor, or any affiliated company, a meeting fee for each Board or
committee meeting attended by such Board Member and reimburses travel and other
out-of-pocket expenses incurred in connection with attending such meetings. The
table below summarizes the compensation of the Trust's Board members for the
fiscal year ended December 31, 1997 for the Trusts. The table also provides the
total compensation of the Board Members by the Fund complex for the 1997
calendar year.
COMPENSATION TABLE
NAME OF PERSON(1)(2) AGGREGATE COMPENSATION TOTAL COMPENSATION FROM
FROM TRUST THE TRUST AND
THE FUND COMPLEX
David W.C. Putnam $333.34 $3,000.00
Spencer H. LeMenager $333.34 $3,000.00
Maurice A. Donahue $333.34 $3,000.00
(1) Mr. David Y. Williams received no compensation from any of the Trusts in
the Fund Complex.
(2) The Board Members do not receive any pension or retirement benefits as
compensation for their services to the
Trusts.
APPROVAL OF INVESTMENT ADVISORY CONTRACT
BETWEEN THE TRUST AND
PROGRESSIVE INVESTMENT MANAGEMENT, INC.
(Proposal No. 1)
Background. The Trust is managed by the Investment Advisor, Anchor Investment
Management Corporation, pursuant to an Investment Advisory Contract (the
"Current Contract") dated June 22, 1998, and subject to the authority of its
Board of Trustees. The Investment Advisor is located at 579 Pleasant Street,
Suite 4, Paxton, Massachusetts 01612, where the Trust's
principal offices are also located.
The Current Contract was last submitted to and approved by shareholders at a
meeting held on June 22, 1998, for the purpose of approving two separate
agreements for the performance of investment advisory and administrative
services, respectively, of the Investment Advisor, which services were then
being performed under a single agreement between the Trust and the Investment
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Advisor. Pursuant to the Current Contract, the Investment Advisor provides
investment advice and otherwise manages the investments and affairs of the
Trust, subject to the supervision of the Trust's Board of Trustees. The
Investment Advisor or its designated sub-administrator also furnishes to the
Trust administrative services, office space, equipment, clerical personnel and
statistical and research facilities.
The Proposed Investment Advisory Contract. The term of the Current Contract
extends until June 21, 2000. The current Investment Advisor, Anchor Investment
Management Corporation, has agreed to resign as Investment Advisor and terminate
the Current Contract effective with the approval and appointment of the Proposed
Investment Advisory Contract (the "Proposed Investment Advisory Contract")
between the Trust and Progressive Investment Management, Inc. ("Progressive").
At a meeting held October 2, 1998, the Board of Trustees of the Trust, including
a majority of those Trustees who are not "interested persons" of the Trust, the
current Investment Advisor or Progressive, approved the terms of the Proposed
Investment Advisory Contract. They also voted to recommend that the Trust's
stockholders be asked to approve the Proposed Investment Advisory Contract.
Progressive is registered with the Massachusetts Secretary of State, Division of
Securities as an Investment Advisor. Its principal place of business is 579
Pleasant Street, Suite 4, Paxton, Massachusetts 01612. Progressive is
wholly-owned by Macle, S.A., a Luxembourg corporation, which in turn is
wholly-owned by Paul L. Jaspard, who is a Vice President of the current
Investment Advisor. Mr. Jaspard is the individual who has been primarily
responsible for the day-to-day management of the Trust's portfolio for the past
15 years. Mr. Jaspard is also President of Linden Investment Advisors, S.A., an
investment advisory firm headquartered in La Hulpe, Belgium. As indicated in the
Trust's Prospectus, Mr. Jaspard has managed the investment portfolios of the
Trust and other registered investment companies, as well as other institutional
clients, for more than ten years. Under the Proposed Investment Advisory
Contract, Mr. Jaspard would continue to be the person who is primarily
responsible for managing the Trust's investments. Progressive does not provide
investment advisory services to any other investment management companies.
If approved by the shareholders, the Proposed Investment Advisory Contract would
be effective as of the date of such approval and, like the Current Contract, may
be extended from year to year if approved at least annually (a) by the vote of a
majority of the outstanding shares of the Trust or by the Board of Trustees, and
in either case, (b) by vote of a majority of the Trustees of the Trust who are
not parties to the contract or "interested persons" (as that term is defined in
the Investment Company Act of 1940) of any such party cast in person at a
meeting called for such purpose.
The Proposed Investment Advisory Contract is substantially identical to the
Current Contract with respect to the provisions of investment advisory services
to the Trust. Specifically, the same individuals will be responsible for
managing the investments of the Trust, and there will be no change in the rate
of advisory fees from that imposed under the Current Contract. The only material
difference between the Proposed Investment Advisory Contract and the Current
Contract is that Paul Jaspard will be performing investment advisory services
for the Trust through Progressive rather than Anchor Investment Management
Corporation. Amendments to the Proposed Investment Advisory Contract require
similar approval by the shareholders and "disinterested" Trustees. The Current
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Contract is terminable at any time without penalty by the Board of Trustees of
the Trust or by vote of a majority of the Trust's shares on 60 days' written
notice or by the Investment Advisor on 90 days' written notice. The Current
Contract terminates automatically in the event of its assignment.
The Trust pays the Investment Advisor, as compensation under the Current
Contract, a fee of 3/4 of 1% per annum of the average of the daily aggregate net
values of the Trust computed as of the close of business of each business day.
This fee would remain in effect under the Proposed Investment Advisory Contract.
This fee is higher than that of most other investment companies. Such fee is
payable not more frequently than monthly and not less frequently than quarterly.
During the fiscal year ended December 31, 1997, the Trust paid an aggregate
management fee of $96,272 to the Investment Advisor and pricing and bookkeeping
fees in the amount of $18,500.
The Proposed Investment Advisor's Officers and Directors, including their
respective addresses and principal occupations and their office (if any) with
the Trust, are as follows:
Paul Jaspard, President and Director; his principal occupation is being
Chief Executive Officer of Linden Investment Advisors, S.A. an
investment advisor; his address is 67 Avenue Terlinden, La Hulpe,
Belgium.
David Y. Williams, Secretary, Treasurer and Director; his principal
occupation is President of Anchor Investment Management Corporation,
an investment advisor; he is President and Director with the Trust; his
address is 579 Pleasant Street, Suite 4, Paxton, MA 01612.
Guy Weistroffer, Director; his principal occupation is legal advisor
and managing director of Citabel Sports, S.A.R.L., a sporting goods
store; his address is 58 Rue des Celtes, L-1318, Luxembourg.
Christopher Y. Williams, Vice President and Assistant Secretary; his
principal occupation is Vice President of Anchor Investment Management
Corporation, an investment advisor; he is Vice President and Asst.
Secretary with the Trust; his address is 579 Pleasant Street, Suite 4,
Paxton, MA 01612.
Joseph C. Williams, Vice President and Assistant Treasurer; his
principle occupation is Vice President of Anchor Investment Management
Corporation, an investment advisor; he is Vice President and Asst.
Treasurer with the Trust; his address is 579 Pleasant Street, Suite 4,
Paxton, MA 01612.
Macle, S.A. is the sole record and beneficial owner of the issued and
outstanding stock of Progressive. Neither Messrs. David Y. Williams,
Christopher Y. Williams, nor Joseph C. Williams owns any securities of
Progressive or its parent Macle, S.A.
The total brokerage commissions paid by the Trust for its fiscal year ended
December 31, 1997, were $1,760. The only broker affiliated with the Trust,
Meeschaert & Co., Inc. (the "Distributor"), 579 Pleasant Street Ste. 4,
Paxton, MA, received $1,760 in brokerage
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commissions during such fiscal year, representing 100% of the total commissions
paid. The aggregate dollar value of transactions effected by the Trust on which
commissions were paid during such fiscal year was $1,260,554. The dollar value
of such transactions effected through the Distributor was $1,260,554,
representing 100% of such total transactions.
Decisions to buy and sell securities for the Trust are made pursuant to
recommendations by the Investment Advisor. The Trust, through the Investment
Advisor, seeks to execute its transactions on the most favorable terms and in
the most effective manner possible. To the extent consistent with the policy of
seeking best price and execution, a portion of the Trust's transactions may be
executed through the Distributor, which is an affiliate of the Investment
Advisor. In the event that this occurs, it will be on the basis of what
management believes to be current information as to rates which are generally
competitive with the rates available from other responsible brokers and the
lowest rates, if any, currently offered by the Distributor. In selecting among
broker-dealer firms to execute its transactions, the Trust, through the
Investment Advisor, may give consideration to those firms which have sole, or
are selling, shares of the Trust. No persons acting on behalf of the Trust are
authorized to pay a broker a brokerage commission in excess of that which
another broker might have charged for effecting the same transaction.
The Distributor is 50% owned by Luc E. Meeschaert and 50% owned by David Y.
Williams. The Investment Advisor and the Distributor are affiliated through
common control with Societe D'Etudes et de Gestion Financieres Meeschaert, S.A.
("Societe D'Etudes"), one of France's largest privately-owned investment
management firms. Societe D'Etudes was established in Roubaix, France, in 1935
by Emile C. Meeschaert, and presently manages, with full discretion, an
aggregate amount of approximately $1.5 billion for about 8,000 individual (and
institutional) customers with $250 million in French mutual funds managed by the
organization. Luc E. Meeschaert is the Chief Executive Officer and a Director of
Societe D'Etudes and owns approximately 59% of its outstanding shares, which in
turn is the beneficial owner of 1.07% of the Trust's shares.
The Board of Trustees of the Trust, including a majority of the Disinterested
Trustees, approved the terms of the Proposed Investment Advisory Contract at a
meeting held on October 2, 1998. True, complete and correct copies of the
Proposed Investment Advisory Contract and the Current Contract are attached
hereto as Exhibit "A". The descriptions of such Contracts set forth herein are
qualified in their entirety by reference to Exhibit A. The Board of Trustees
determined at that meeting to submit the terms of the Proposed Investment
Advisory Contract to the shareholders of the Trust for their approval.
In recommending approval of the Proposed Investment Advisory Contract, the
Trustees first recognized the intent of the Investment Advisor to resign as
investment advisor to the Trust because of the desire of its French
institutional clients to refocus their investments away from the largely
U.S.-based equities comprising the Trust's investments to European-based
equities. This change in the assets favored by the Investment Advisor's
principal clients is responsible for the magnitude of recent redemptions of
Trust assets.
To counteract the effects of such redemptions by clients of the current
Investment Advisor, the Trustees noted Paul Jaspard's plan to market investments
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in the Trust to other European institutional investors for whom he has provided
investment advisory services through his Belgian-based investment advisory firm.
In this regard, the Trustees noted evidence of the high reputation and broad
contacts of Mr. Jaspard and his Belgian-based investment advisory firm among
certain European institutional investors.
In considering the effects of the proposed change of management on current Trust
stockholders, the Trustees noted the following material factors: (1) there would
be no change in the individuals responsible for the Trust's day-to-day
management, including Mr. Jaspard's relatively conservative investment
management style; (2) if Mr. Jaspard's marketing plan results in an increase in
the Trust's net assets, the Trust's expense ratio would decrease, which would
benefit both existing and future stockholders; (3) there would be no increase in
the rate of investment advisory or administrative fees payable by the Trust
under the Proposed Investment Advisory Contract; and (4) the types of expenses
payable by the Trust under the Proposed Investment Advisory Contract would not
change from those payable under the Current Contract. In view of these and such
other factors as they deemed relevant, the Trustees concluded that the terms of
the Proposed Investment Advisory Contract were virtually identical to the
Current Contract, that the Proposed Investment Advisory Contract and the fees to
be paid thereunder are fair and reasonable for current as well as for
prospective investors, and that the Trust's existing stockholders should not be
adversely affected by adoption of the Proposed Investment Advisory Contract. The
Board also considered, with its counsel, the quality of the investment advisory
services which have been provided to the Trust and which would continue to be
provided after the execution of the Proposed Investment Advisory Contract by the
same personnel, with no change in fee rates payable by the Trust to the
Investment Advisor for such services. For the fiscal year ended December 31,
1997, the total advisory fees accrued or paid by the Trust to the Investment
Advisor were $96,272. Based on these and other considerations, the Board
unanimously recommended approval of the Proposed Contracts.
The Proposed Investment Advisory Contract will become effective on the date that
shareholders approve the same. The Proposed Investment Advisory Contract will
remain in effect for 2 years after such effective date, and thereafter for
successive annual periods as long as such continuance is approved at least
annually by a majority of the Trustees who are not "interested persons" as
defined in the Act or by the vote of a majority of the outstanding voting
securities of the Trust. The Proposed Contract is terminable at any time without
penalty by the Board of Trustees of the Trust or by vote of a majority of the
Trust's shares on 60 day's written notice or by the Investment Advisor on 90
days' written notice.
Vote Required. An affirmative vote of the holders of a "majority" (as defined in
the Investment Company Act) of the outstanding voting securities of the Trust is
required for approval of the Proposed Contract. Such "majority" vote is defined
in the Investment Company Act as the vote of the holders of the lesser of: (i)
67% or more of the voting securities present or represented by proxy at the
Meeting, if the holders of more than 50% of the outstanding voting securities
are present or represented by proxy, or (ii) more than 50% of the outstanding
voting securities. The Board of Trustees recommends a vote in favor of approving
the Proposed Investment Advisory Contract.
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SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 2)
The Board of Trustees of the Trust, including a majority of the
Trustees who are not interested persons of the Trust, has continued the
engagement of the firm of Livingston & Haynes, P.C. as independent auditors
of the Trust for its fiscal year ending December 31, 1998. Livingston & Haynes,
P.C. has continuously served as independent auditor of the Trust since its
fiscal year ending December 31, 1990. The Trust knows of no direct or indirect
financial interest of such firm in the Trust. Such selection is subject to
ratification or rejection by the shareholders of the Trust. In addition, the
vote of the Trustees is subject to the right of the Trust, by vote of a majority
of its outstanding voting securities at any meeting called for the purpose of
voting on such action, to terminate such employment without penalty. Unless a
contrary specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such auditors. Representatives of Livingston &
Haynes, P.C. are not expected to be present at the meeting of the shareholders.
Livingston Haynes, P.C. also acts as independent auditors for the
Investment Advisor and all the other investment companies for which the
Investment Advisor acts as investment Advisor. The fees received by Livingston &
Haynes, P.C. from these other entities are substantially greater, in the
aggregate, than the total fees received by it from the Trust. The Board of
Trustees of the Trust considered the fact that Livingston & Haynes, P.C. has
been retained as the independent auditors of the Investment Advisor and the
other entities described above in its evaluation of the independence of
Livingston & Haynes, P.C. with respect to the Trust.
Vote Required. An affirmative vote of the holders of a "majority" of
the outstanding voting securities of the Trust is required for approval of this
Proposal. The requirements for such "majority" vote under the Investment Company
Act are the same as those described above for Proposal No. 1. The Board of
Trustees recommends a vote in favor of approving this Proposal.
ADDITIONAL INFORMATION
RECEIPT OF SHAREHOLDER PROPOSALS
The Trust is not required to hold shareholder meetings on a regular basis.
Special meetings of shareholders may be called from time to time by either the
Trust or the shareholders. Under the Security Exchange Commission's proxy rules,
shareholder proposals which meet certain conditions may be included in the
Trust's proxy statement and proxy for a particular meeting. Those rules require
that for future meetings, the shareholder must be a record or beneficial owner
of Trust shares with a value of at least $1,000 at the time the proposal is
submitted and for one year prior thereto, and must continue to own such shares
through the date on which the meeting is held. Another requirement relates to
the timely receipt by the Trust of any such proposal. Under those rules, a
proposal submitted for inclusion in the Trust's proxy material for the next
meeting after the meet to which this proxy statement relates must be received by
the Trust a reasonable time before the solicitation is made. The fact that the
Trust receives a proposal from a qualified shareholder in a timely manner does
not ensure its inclusion in the proxy material, since there are other
requirements under the proxy rules for such inclusion.
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OTHER BUSINESS
Management of the Trust knows of no business other than the matters specified
above which will be presented at the Meeting. Since matters not known at the
time of the solicitation may come before the Meeting, the proxy as solicited
confers discretionary authority with respect to such matters as properly come
before the Meeting, including any adjournment or adjournments thereof, and it is
the intention of the persons named as attorneys-in-fact in the proxy to vote the
proxy in accordance with their judgment on such matters.
By Order of the Board of Trustees,
/s/ David Y. Williams
David Y. Williams, Secretary
October 2, 1998
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PROXY
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ANCHOR CAPITAL ACCUMULATION TRUST
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
Special Meeting of Stockholders - October 30, 1998
The undersigned hereby appoints David Y. Williams, Christopher Y. Williams, and
Peter K. Blume, and each of them, the proxies of the undersigned, with power of
substitution to each of them to vote all shares of Anchor Capital
Accumulation Trust which the undersigned is entitled to vote at the Special
Meeting of Stockholders of Anchor Capital Accumulation Trust to be held on
October 30, 1998 at 12:05 p.m., at 579 Pleasant Street, Suite 4, Paxton,
Massachusetts 01612, and at any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES AND/OR ON THE LINE PROVIDED, THE
UNDERSIGNED'S VOTE WILL BE CAST FOR PROPOSALS (1), (2) AND (3).
1. Proposal to Approve Investment FOR [__] AGAINST [__] ABSTAIN [__]
Advisory Contract with Progressive
Investment Management, Inc.
2. Ratification of the selection FOR [__] AGAINST [__] ABSTAIN [__]
of Livingston & Haynes, P.C.
as independent certified public
accountants of the Trust for its
fiscal year ending December 31, 1998.
3. In their discretion on any other FOR [__] AGAINST [__] ABSTAIN [__]
business which may properly come
before the meeting or any
adjournments thereof.
Please sign exactly as your name or
names appear at left. When signing as
attorney, executor, administrator,
trustee or guardian, please give your
full title as such.
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(Account No.) (Signature of Stockholder)
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(Shares) (Signature of joint owner, if any)
Date _________________________, 1998
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
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INVESTMENT ADVISORY CONTRACT
AGREEMENT made this 22nd day of June, 1998 by and between ANCHOR CAPITAL
ACCUMULATION TRUST, a Massachusetts business trust (hereinafter called the
"Trust") and ANCHOR INVESTMENT MANAGEMENT CORPORATION, a Massachusetts
corporation (hereinafter sometimes called the "Advisor").
W I T N E S S E T H :
WHEREAS, the Trust and the Advisor wish to enter into an agreement setting
forth the terms on which the Advisor will perform certain investment advisory
and management services for the Trust;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Advisor agree as follows:
l. The Trust hereby employs the Advisor to manage the investment and
reinvestment of the assets of the Trust, subject to the supervision of the Board
of Trustees of the Trust, for the period and on the terms in this agreement set
forth. The Advisor hereby accepts such employment and agrees during such period,
at its own expense, to render the services and to assume the obligations herein
set forth, for the compensation herein provided. The Advisor shall for all
purposes herein be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Trust in any way or otherwise be deemed an agent of the Trust.
2. The Advisor, at its own expense, shall furnish or cause to be furnished
to the Trust office space in the offices of the Advisor or in such other place
as may be agreed upon from time to time, and arrange for all necessary office
facilities, equipment and personnel for managing the investments of the Trust,
and shall arrange, if desired by the Trust, for members of the Advisor's
organization to serve without salaries from the Trust as officers or agents of
the Trust. The Advisor assumes and shall pay or reimburse the Trust for: (l) the
compensation (if any) of the Trustees of the Trust who are affiliated persons of
the Advisor and of all officers of the Trust as such and (2) all expenses
incurred by the Advisor or by the Trust in connection with the management of the
investment and reinvestment of the assets of the Trust, other than those
specifically assumed by the Trust herein. Except as otherwise expressly provided
above, the Trust assumes and shall pay, (l) all charges and expenses of any
custodian or depository appointed by the Trust for the safekeeping of its cash,
securities and other property, (2) the charges and expenses of auditors and of
keeping the books of the Trust, (3) the charges and expenses of any transfer
agents and registrars appointed by the Trust, (4) the fees of all Trustees not
affiliated with the Advisor, (5) broader commissions and issue and transfer
taxes chargeable to the Trust in connection with securities transactions to
which the Trust is a party, (6) all taxes and corporate fees payable by the
Trust to federal, state or other governmental agencies, (7) the cost of stock
certificates representing shares of the Trust, (8) fees and expenses involved in
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registering and maintaining registrations of the Trust and of its shares with
the Securities and Exchange Commission and qualifying its shares under state or
other securities laws including the preparation and printing of prospectuses for
filing with said Commission and other authorities, (9) all expenses of
shareholders' and trustees' meetings and of preparing and printing reports to
shareholders, (l0) charges and expenses of legal counsel for the Trust in
connection with legal matters relating to the Trust, including without
limitation, legal services rendered in connection with the Trust's corporate
existence, corporate and financial structure and relations with its
shareholders, registrations and qualifications of securities under federal,
state and other laws, issues of securities and expenses which the Trust has
herein assumed, and (11) the charges of the Trust's administrator for providing
and coordinating the foregoing administrative services to the Trust.
The services of the Advisor to the Trust hereunder are not to be deemed
exclusive, and the Advisor shall be free to render similar services to others so
long as its services hereunder are not impaired thereby.
As compensation for the Advisor's services to the Trust, the Trust shall
pay to the Advisor a fee at the rate of 3/4 of 1% per annum of the average of
the daily aggregate net asset values of the Trust computed as of the close of
business of each business day.
Such compensation shall be payable in arrears at such intervals, not more
frequently than monthly and not less frequently than quarterly (except for an
additional fee), as the Board of Trustees of the Trust may from time to time
determine; provided that such compensation shall be paid proportionately for any
period ending with the termination of this agreement.
3. The Trust shall cause its books and accounts to be audited at least
once each year by a reputable, independent public accountant or organization of
public accountants who shall render a report to the Trust.
4. Subject to and in accordance with the Declaration of Trust of the Trust
and of the Advisor respectively, it is understood that the Trustees, officers,
agents and stockholders of the Trust are or may be interested in the Advisor (or
any successor thereof) as directors, officers or stockholders, or otherwise,
that directors, officers, agents and stockholders of the Advisor are or may be
interested in the Trust as Trustees, officers, stockholders or otherwise, that
the Advisor (or any such successor) is or may be interested in the Trust as
stockholder or otherwise and that the effect of any such adverse interests shall
be governed by said Declaration of Trust and the By-Laws.
5. No Trustee or shareholder of the Trust shall be personally liable under
this Agreement, all such liability being limited to the assets of the Trust.
6. The Advisor shall not be liable for any action taken, omitted or
suffered to be taken by it in its reasonable judgment, in good faith and
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement, or in accordance with (or in the absence
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of) specific directions or instructions from the Trust, provided, however, that
such acts or omissions shall not have resulted from the Advisor's willful
misfeasance, bad faith or gross negligence or reckless disregard by it of its
obligations and duties under this Agreement.
7. This Agreement shall continue in effect from the date hereof until June
21, 2000 and from year to year thereafter (a) if its continuance is specifically
approved on or before said date and at least annually thereafter by vote of a
majority of the outstanding voting securities of the Trust or by the Board of
Trustees of the Trust and (b) if the terms and any renewal of this Agreement
have been approved by the vote of a majority of the Trustees of the Trust, who
are not parties to this Agreement or interested persons, as that term is defined
in the Investment Company Act of 1940, of any such party, cast in person at a
meeting called for the purpose of voting on such approval, provided, however,
that (1) this Agreement may at any time be terminated without the payment of any
penalty either by vote of the Board of Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Trust, on not more than
sixty days' prior written notice to the Advisor, (2) this Agreement shall
immediately terminate in the event of its assignment (within the meaning of the
Investment Company Act of 1940) by either party to this Agreement, and (3) this
Agreement may be terminated by the Advisor on ninety days' prior written notice
to the Trust. Any notice under this Agreement shall be given in writing
addresses and delivered or mailed postpaid to the other party at any office of
such party.
This agreement may be amended at any time by mutual consent of the
parties, provided that such consent on the part of the Trust shall have been
approved by a vote of a majority of the outstanding voting securities of the
Trust. A "majority of the outstanding voting securities of the Trust" shall
have, for all purposes of this Agreement, the meaning provided therefore in said
Investment Company Act.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on the
day and year first above written.
ANCHOR CAPITAL ACCUMULATION TRUST
By: /s/ David W.C.Putnam
Chairman
ANCHOR INVESTMENT MANAGEMENT CORP.
By: /s/ David Y. Williams
President
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PROPOSED INVESTMENT ADVISORY CONTRACT
AGREEMENT made this ________ day of __________, 1998 by and between ANCHOR
CAPITAL ACCUMULATION TRUST, a Massachusetts business trust (hereinafter called
the "Trust") and PROGRESSIVE INVESTMENT MANAGEMENT, INC., an Illinois
corporation (hereinafter sometimes called the "Advisor").
W I T N E S S E T H :
WHEREAS, the Trust and the Advisor wish to enter into an agreement setting
forth the terms on which the Advisor will perform certain investment advisory
and management services for the Trust;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Advisor agree as follows:
l. The Trust hereby employs the Advisor to manage the investment and
reinvestment of the assets of the Trust, subject to the supervision of the Board
of Trustees of the Trust, for the period and on the terms in this agreement set
forth. The Advisor hereby accepts such employment and agrees during such period,
at its own expense, to render the services and to assume the obligations herein
set forth, for the compensation herein provided. The Advisor shall for all
purposes herein be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Trust in any way or otherwise be deemed an agent of the Trust.
2. The Advisor, at its own expense, shall furnish or cause to be furnished
to the Trust office space in the offices of the Advisor or in such other place
as may be agreed upon from time to time, and arrange for all necessary office
facilities, equipment and personnel for managing the investments of the Trust,
and shall arrange, if desired by the Trust, for members of the Advisor's
organization to serve without salaries from the Trust as officers or agents of
the Trust. The Advisor assumes and shall pay or reimburse the Trust for: (l) the
compensation (if any) of the Trustees of the Trust who are affiliated persons of
the Advisor and of all officers of the Trust as such and (2) all expenses
incurred by the Advisor or by the Trust in connection with the management of the
investment and reinvestment of the assets of the Trust, other than those
specifically assumed by the Trust herein. Except as otherwise expressly provided
above, the Trust assumes and shall pay, (l) all charges and expenses of any
custodian or depository appointed by the Trust for the safekeeping of its cash,
securities and other property, (2) the charges and expenses of auditors and of
keeping the books of the Trust, (3) the charges and expenses of any transfer
agents and registrars appointed by the Trust, (4) the fees of all Trustees not
affiliated with the Advisor, (5) broader commissions and issue and transfer
taxes chargeable to the Trust in connection with securities transactions to
which the Trust is a party, (6) all taxes and corporate fees payable by the
Trust to federal, state or other governmental agencies, (7) the cost of stock
certificates representing shares of the Trust, (8) fees and expenses involved in
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registering and maintaining registrations of the Trust and of its shares with
the Securities and Exchange Commission and qualifying its shares under state or
other securities laws including the preparation and printing of prospectuses for
filing with said Commission and other authorities, (9) all expenses of
shareholders' and trustees' meetings and of preparing and printing reports to
shareholders, (l0) charges and expenses of legal counsel for the Trust in
connection with legal matters relating to the Trust, including without
limitation, legal services rendered in connection with the Trust's corporate
existence, corporate and financial structure and relations with its
shareholders, registrations and qualifications of securities under federal,
state and other laws, issues of securities and expenses which the Trust has
herein assumed, and (11) the charges of the Trust's administrator for providing
and coordinating the foregoing administrative services to the Trust.
The services of the Advisor to the Trust hereunder are not to be deemed
exclusive, and the Advisor shall be free to render similar services to others so
long as its services hereunder are not impaired thereby.
As compensation for the Advisor's services to the Trust, the Trust shall
pay to the Advisor a fee at the rate of 3/4 of 1% per annum of the average of
the daily aggregate net asset values of the Trust computed as of the close of
business of each business day.
Such compensation shall be payable in arrears at such intervals, not more
frequently than monthly and not less frequently than quarterly (except for an
additional fee), as the Board of Trustees of the Trust may from time to time
determine; provided that such compensation shall be paid proportionately for any
period ending with the termination of this agreement.
3. The Trust shall cause its books and accounts to be audited at least
once each year by a reputable, independent public accountant or organization of
public accountants who shall render a report to the Trust.
4. Subject to and in accordance with the Declaration of Trust of the Trust
and of the Advisor respectively, it is understood that the Trustees, officers,
agents and stockholders of the Trust are or may be interested in the Advisor (or
any successor thereof) as directors, officers or stockholders, or otherwise,
that directors, officers, agents and stockholders of the Advisor are or may be
interested in the Trust as Trustees, officers, stockholders or otherwise, that
the Advisor (or any such successor) is or may be interested in the Trust as
stockholder or otherwise and that the effect of any such adverse interests shall
be governed by said Declaration of Trust and the By-Laws.
5. No Trustee or shareholder of the Trust shall be personally liable under
this Agreement, all such liability being limited to the assets of the Trust.
6. The Advisor shall not be liable for any action taken, omitted or
suffered to be taken by it in its reasonable judgment, in good faith and
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement, or in accordance with (or in the absence
2
<PAGE>
of) specific directions or instructions from the Trust, provided, however, that
such acts or omissions shall not have resulted from the Advisor's willful
misfeasance, bad faith or gross negligence or reckless disregard by it of its
obligations and duties under this Agreement.
7. This Agreement shall continue in effect from the date hereof until
___________, 2000 and from year to year thereafter (a) if its continuance is
specifically approved on or before said date and at least annually thereafter by
vote of a majority of the outstanding voting securities of the Trust or by the
Board of Trustees of the Trust and (b) if the terms and any renewal of this
Agreement have been approved by the vote of a majority of the Trustees of the
Trust, who are not parties to this Agreement or interested persons, as that term
is defined in the Investment Company Act of 1940, of any such party, cast in
person at a meeting called for the purpose of voting on such approval, provided,
however, that (1) this Agreement may at any time be terminated without the
payment of any penalty either by vote of the Board of Trustees of the Trust or
by vote of a majority of the outstanding voting securities of the Trust, on not
more than sixty days' prior written notice to the Advisor, (2) this Agreement
shall immediately terminate in the event of its assignment (within the meaning
of the Investment Company Act of 1940) by either party to this Agreement, and
(3) this Agreement may be terminated by the Advisor on ninety days' prior
written notice to the Trust. Any notice under this Agreement shall be given in
writing addresses and delivered or mailed postpaid to the other party at any
office of such party.
This agreement may be amended at any time by mutual consent of the
parties, provided that such consent on the part of the Trust shall have been
approved by a vote of a majority of the outstanding voting securities of the
Trust. A "majority of the outstanding voting securities of the Trust" shall
have, for all purposes of this Agreement, the meaning provided therefore in said
Investment Company Act.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on the
day and year first above written.
ANCHOR CAPITAL ACCUMULATION TRUST
By:
President
PROGRESSIVE INVESTMENT MANAGEMENT, INC.
By:
President
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