SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, for Use of
the Commission Only (as
permitted by Rule
14a-6(e)(2)
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to 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 JUNE 22, 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 the Crowne
Plaza, 10 Lincoln Square, Worcester, Massachusetts 01608 on June 22, 1998, at
12:05 p.m., or any adjournment thereof, for the following purposes:
(a) To elect two new members of the Board of Trustees
("Proposal No. 1");
(b) To consider and act upon a proposal to approve new Investment
Advisory and Administration Contracts between the Trust and its current
Investment Adviser, Anchor Investment Management Corporation ("Anchor"),
which are substantially identical to the Trust's existing Investment
Advisory Contract with the Investment Adviser, except that the Investment
Adviser's purely administrative functions under the Trust's existing
Investment Advisory Contract will be performed by the Investment Adviser
or its related assignees under a separate Administration Contract.
("Proposal No. 2")
(c) To ratify the selection of Livingston & Haynes,
P.C. as independent accountants for the Trust for its fiscal
year ending December 31, 1998 ("Proposal No. 3");
(d) 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 May 22, 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 Adviser 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 W.C. Putnam, Secretary
May 29, 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 June 22, 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 or proxies to be used at a meeting (the "Meeting")
to be held at the Crowne Plaza, 10 Lincoln Square, Worcester, Massachusetts
01608 on June 22, 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 June 1, 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 presence in person or by proxy of shareholders of the Trust entitled to cast
a majority of all the votes entitled to be cast at the Meeting shall constitute
a quorum at the Meeting. If a quorum is not present at the Meeting or if a
quorum is present but sufficient votes to approve any of the proposals described
in the Proxy Statement are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of a majority
of those shares represented at the Meeting in person or by proxy. A shareholder
vote may be taken on one or more of the proposals in this Proxy Statement prior
to any such adjournment if sufficient votes have been received and it is
otherwise appropriate.
Broker non-votes are shares held in street name for which the broker indicates
that instructions have not been received from the beneficial owners or other
persons entitled to vote and the broker does not have the discretionary voting
authority. Abstentions and broker non-votes will be counted as shares present
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for purposes of determining whether a quorum is present, but will not be voted
for or against any proposal or for or against any adjournment to permit further
solicitation of proxies. Accordingly, abstentions and broker non-votes
effectively will be a vote against adjournment or against any proposal where the
required vote is a percentage of the shares present and outstanding. In
addition, abstentions and broker non-votes will not be counted as votes cast for
purposes of determining whether sufficient votes have been received to approve a
proposal.
The cost of preparation and distribution of these proxy materials is an expense
of the Trust. In addition to the solicitation of proxies by mail, proxies may be
solicited by officers or employees of the Trust's Investment Adviser, Anchor
Investment Management Corporation (the "Investment Adviser"), personally or by
telephone or telegraph. 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 May 22, 1998, the record date,
there were 455,605 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%
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 March 31, 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) 0 *
David Y. Williams (1)(2) 0 0
J. Stephen Putnam (1) 2,539 *
Wendel & Co. 360,382 78.84
Lazard Freres & Co. 31,391 6.86
All Trustees and Officers *
as a group
* 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 Adviser
and Distributor.
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ELECTION OF TRUSTEES
(Proposal No. 1)
At the meeting two trustees are to be elected, with each such trustee to hold
office for an indefinite term or until his successor is elected and qualified.
In December 1995, Edward Sullivan, a trustee of the Trust, died. In February
1996, the Board appointed Maurice A. Donahue, one of the nominees listed below,
to replace Mr. Sullivan as a Trustee. Persons named in the accompanying form of
proxy intend in the absence of contrary instructions to vote all proxies "FOR"
the election of the nominee listed below. Neither of the nominees listed below
is an "interested person" of the Trust or the Investment Adviser, as defined in
the Investment Company Act of 1940 (the "Act"). Certain information concerning
such nominees follows, including each nominee's business experience during at
least the past five years:
Shares of
Common Stock of
Name and Address Principal Occupations Trust
of Trustee Age During Past 5 Years Beneficially
Nominee Owned June 1,
1998
Ernest Butler, 70 President, I.E. Butler 0
Jr. Securities, Inc. since
February, 1998; Former
Senior Vice President of
Stephens, Inc.,
1982-1998
Maurice A. 80 Director, Institute for 0
Donahue Governmental Services
and Walsh-Saltonstall
Professor of Practical
Politics, University of
Massachusetts,
1971-present; Trustee,
Anchor Capital
Accumulation Trust,
March 1996 to present;
Former Member and
President, Massachusetts
Senate
Mr. Donahue is also a
trustee of each of the other investment companies
registered under the Act which are managed by the
Investment Adviser.
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
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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. There were four meetings of the Board of Trustees in 1997, at least
75% of which were attended by current Trustee and nominee Maurice A. Donahue.
The above nominees have consented to being named in this proxy statement and to
serve if elected, and are not expected to become unavailable for election.
However, should this occur, the proxies will be voted "FOR" such person, if any,
as shall be designated by the Trustees and replace any such nominee.
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 $1,000
in Trustee's fees and expenses as follows: David W. C. Putnam, $333.34; Spencer
H. LeManager, $333.34; Maurice A. Donahue, $333.34.
There have been no purchases or sales of securities of the Investment Advisor 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 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
Adviser, 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 TOTAL COMPENSATION
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
J. Stephen Putnam $0.00 $0.00
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.
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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 election of the above nominees to the Board of
Trustees. 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 the election of the nominees for Trustee listed in
Proposal No. 1.
APPROVAL OF SEPARATE INVESTMENT ADVISORY
AND
ADMINISTRATION CONTRACTS
(Proposal No. 2)
Background. The Trust is managed by the Investment Adviser pursuant to an
Investment Advisory Contract (the "Current Contract") dated November 14, 1990,
and subject to the authority of its Board of Trustees. The Investment Adviser is
located at 579 Pleasant Street, Suite 4, Paxton, Massachusetts 01612, where the
Trust's principal offices are also located.
The Current Contract was submitted to and approved by shareholders at a meeting
held on November 14, 1990, for the purpose of approving the same. Pursuant to
the Current Contract, the Investment Adviser manages the investments and affairs
of the Trust and provides administrative services to the Trust as the Trust's
Administrator, subject to the supervision of the Trust's Board of Trustees. The
Investment Adviser furnishes to the Trust investment advice and assistance,
administrative services, office space, equipment, clerical personnel and
investment advisory, statistical and research facilities.
Under the Proposal, the investment advisory and the administrative services
currently performed by the Investment Adviser under the Current Contract would
be performed under two separate agreements between the Trust and the Investment
Adviser. True and complete copies of the Proposed Advisory Contract, the
Proposed Administration Agrrement, and the Current Contract are attached to this
Proxy Statement as Exhibit "A". Specifically, all current investment advisory
services would be performed under a new Investment Advisory Contract (the
"Proposed Advisory Contract"), and all current administrative services would be
performed under a new Administration Agreement (the "Proposed Administrative
Agreement") (the Proposed Advisory Contract and the Proposed Administration
Agreement are collectively referred to as the "Proposed Contracts"). The terms
of each of the Proposed Contracts are substantially identical to the terms of
the Current Contract.
Under the Proposed Contracts, such investment advisory and administrative
services would continue to be performed by the same personnel currently
performing such services for the Trust under the Current Contract as employees
of the Investment Adviser. Moreover, under the Proposed Investment Advisory
Contract there will be no change in the investment advisory fees calculated as a
percentage of the average daily net assets of the Trust which are currently
payable by the Trust to the Investment Adviser under the Current Contract.
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Specifically, the current investment advisory fee rate of 3/4 of 1 percent in
effect under the Current Contract will continue to be the rate for calculating
the investment advisory fee payable under the Proposed Investment Advisory
Contract.
Under the Proposed Administration Agreement, the Trust will assume the same
administrative expenses which are currently assumed by the Trust under the
current contract. During the fiscal year ended December 31, 1997, under the
Current Contract the Trust paid pricing and bookkeeping fees to the Investment
Advisor in the amount of $18,500. Under the Proposed Administration Agreement,
the Trust will continue to pay $18,500 for such administrative services.
Specifically, the Trust would continue to be responsible for all its expenses
not assumed by the Investment Adviser under the Current Contract including,
without limitation, the fees and expenses of the custodian and transfer agent;
costs incurred in determining the Trust's net asset value and keeping its books;
the cost of share certificates; membership dues in investment company
organizations; distributions and brokerage commissions and fees; fees and
expenses of registering its shares; expenses of reports to shareholders, proxy
statements and other expense of shareholders' meetings; insurance premiums;
printing and mailing expenses; interest, taxes and corporate fees; legal and
accounting expenses; and fees and expenses of Trustees not affiliated with the
Investment Adviser. The Trust will also bear expenses incurred in connection
with the litigation in which the Trust is a party and the legal obligation the
Trust may have to indemnify its Officers and Trustees with respect thereto.
The Proposed Investment Advisory Contract. The Current Contract, which
originally would have expired on November 13, 1991, has been extended in
accordance with its terms until November 14, 1999. If approved by the
shareholders, the Proposed 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 Advisory Contract is substantially identical to the
Current Contract with respect to the provisions of investment advisory services
to the Trust; the only material difference is that all purely administrative
services under the Current Contract are deleted therefrom and will be performed
by the Investment Adviser under the Proposed Administration Agreement.
Amendments to the Proposed Advisory Contract require similar approval by the
shareholders and "disinterested" Trustees. The Current 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
Adviser on 90 days' written notice. The Current Contract terminates
automatically in the event of its assignment.
The Trust pays the Investment Adviser, 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 Adviser and , as noted previously,
pricing and bookkeeping fees in the amount of $18,500.
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In addition to the Trust, the Investment Adviser also serves as investment
adviser for the Anchor International Bond Trust, Anchor Gold and Currency Trust,
Anchor Strategic Assets Trust, and Anchor Resource and Commodity Trust. The
management fees paid or to be paid to the Investment Adviser for each such
Trust, other than Strategic Assets Trust, equals 3/4 of 1% per annum of the
average of the daily aggregate net values of the respective trusts' assets
computed as of the close of business of each business day. The Strategic Assets
Trust pays a management fee equal to 1-1/2% per annum of the average of the
daily aggregate net value of the Trust's assets.
The Investment Adviser's Principal Executive Officer and Directors, including
their respective addresses and principal occupations, are as follows:
Luc E. Meeschaert, Chairman and Director; his principal occupation is
being Chief Executive Officer of Societe D'Etudes et de Gestion
Financieres Meeschaert, S.A.; his address is 23 rue Drouot, 75009 Paris,
France.
David Y. Williams, President and Director; Mr. Williams is
also a Trustee of the Trust and a Director and President
of Meeschaert & Co., Inc., the Trust's principal
underwriter; his address is 579 Pleasant Street, Paxton,
Massachusetts 01612
Since November 14, 1990, the Investment Adviser has been 95% owned by Luc E.
Meeschaert and 5% owned by David Y. Williams. All of such outstanding shares of
stock of the Investment Adviser are voting shares with equal voting rights. Mr.
Luc Meeschaert's address is 23 rue Drouot, 75009 Paris, France. Mr. Williams is
the only Trustee of the Trust who, since January 1, 1989, owned any securities
of, or had any other material direct or indirect interest in, the Investment
Adviser, or any person controlling, controlled by or under common control with
the Investment Adviser. As a shareholder of the Investment Adviser, Mr. Williams
may indirectly benefit from any compensation paid to the Investment Adviser by
the Trust.
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") received $1,760 in brokerage
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 Adviser. The Trust, through the Investment
Adviser, 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
Adviser. 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 Adviser, 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
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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 Adviser 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 70% of its outstanding shares, which in
turn is the beneficial owner of 78.84% of the Trust's shares.
The Proposed Administration Agreement. Under the Proposed Administration
Agreement, the Investment Adviser or its related assignee shall provide the
following administrative services for the Trust which are performed by the
Investment Adviser under the Current Contract: determination of the Trust's net
asset value; compilation and maintenance of books and records; preparation of
proxy materials and semi-annual reports; preparation of such financial or other
information required for the Trust's reports to the Securities and Exchange
Commission and state regulators; responding to, or referring to the Trust's
officers or transfer agents, shareholders' inquiries relating to the Trust;
coordinating the Trust's Portfolio transactions and cash management with the
Trust's custodian; and coordinating transfer agent, accounting, legal and other
independent services for the Trust. Unlike the Current Contract, the Proposed
Administration Agreement expressly permits the Investment Adviser to assign the
performance of certain administrative services to a related administrative
services company.
The Board of Trustees of the Trust, including a majority of the Disinterested
Trustees, approved the terms of the Proposed Administration Agreement at a
meeting held on March 19, 1998. As noted previously, true, complete and correct
copies of the Proposed Investment Advisory Contract, the Proposed Administration
Agreement 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 Contracts to the shareholders of the Trust for
their approval. The Board considered, with its counsel, the quality of the
investment advisory and administrative operations, shareholder servicing and
distribution services which have been provided to the Trust and which would
continue to be provided after the execution of the Proposed Contract by the same
personnel, with no change in fee rates payable by the Trust to the Investment
Adviser for such services. For the fiscal year ended December 31, 1997, the
total pricing and bookkeeping fees accrued or paid by the Trust to the
Investment Adviser were $18,500. As noted previously, under the Proposed
Administrative Agreement, the amount of such administrative fees will remain
$18,500. Based on these and other considerations, the Board unanimously
recommended approval of the Proposed Contracts.
The Proposed Contracts will become effective on the date that shareholders
approve the Proposed Contracts. The Proposed Contracts will remain in effect for
2 years after such effective date, and thereafter for successive annual periods
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as long as such continuance is approved at least annually by the Trustees or by
the vote of a majority of the outstanding voting securities of the Trust. The
Proposed Contracts are 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 adviser 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 Contracts.
SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 3)
The Board of Trustees of the Trust, including a majority of the
Trustees who are not interested persons of the Trust, has selected the firm of
Livingston & Haynes, P.C. as independent auditors of the Trust for its fiscal
year ending December 31, 1998. 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 Adviser and all the other investment companies for which the
Investment Adviser acts as investment adviser. 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 Adviser 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.
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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.
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,
David W.C. Putnam, Secretary
May 29, 1998
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- ------------------------------------------------------------------------
PROXY
- ------------------------------------------------------------------------
ANCHOR CAPITAL ACCUMULATION TRUST
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
Special Meeting of Stockholders - June 22, 1998
The undersigned hereby appoints David W. C. Putnam, 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 June 22, 1998 at 12:05 p.m.,
at Crowne Plaza, 10 Lincoln Square, Worcester, Massachusetts 01608,
and at any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES AND/OR ON THE LINE PROVIDED, THE
UNDERSIGNED'S VOTE WILL BE CASE FOR PROPOSALS (1), (2) AND (3).
1. The election of FOR all nominees WITHHOLD AUTHORITY [__]
trustees: [__] to vote for all nominees
listed below (except below
as marked to the
contrary below)
NOMINEES: Ernest Butler, Jr. and Maurice A. Donahue.
(INSTRUCTION: To withhold authority to vote for an individual nominee, write
that nominee's name in the space provided below.)
- -------------------------------------------------------------------------
2. Proposal to Approve Investment Advisory Contract FOR [__] AGAINST
[__] ABSTAIN [__] and Administration Agreement with
Anchor
Investment Management Corporation
3. Ratification of the selection of Livingston & Haynes, FOR [__]
AGAINST [__] ABSTAIN [__]
P.C. as independent certified public accountants of
the Trust for its fiscal year ending December 31, 1998.
4. In their discretion on any other business which may FOR [__] AGAINST
[__] ABSTAIN [__]
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.
- ----------------------- ------------------------------------------
(Number of Shares) (Signature of Stockholder)
-----------------------------------------
(Signature of joint owner, if any)
Date
----------------------------------, 1998
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
<PAGE>
INVESTMENT ADVISORY CONTRACT
AGREEMENT made this 14th day of November, 1990 by and between MEESCHAERT
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 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 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 depositary 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 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, and (l0) charges and expenses
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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.
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
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 __
November, 1992 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
2
<PAGE>
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.
THE MEESCHAERT CAPITAL ACCUMULATION TRUST
Attest: By:
President
ANCHOR INVESTMENT MANAGEMENT CORP.
Attest: By:
Vice President
3
<PAGE>
PROPOSED 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 depositary 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
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.
1
<PAGE>
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
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
2
<PAGE>
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
Attest: By:
President
ANCHOR INVESTMENT MANAGEMENT CORP.
Attest: By:
President
3
<PAGE>
PROPOSED ADMINISTRATION AGREEMENT
AGREEMENT made as of this 22nd day of June, 1998, by and between ANCHOR
CAPITAL ACCUMULATION TRUST, a Massachusetts company ("the Trust"), and ANCHOR
INVESTMENT MANAGEMENT CORPORATION, a Massachusetts corporation (the
"Administrator") .
WITNESSETH :
WHEREAS, the Trust is engaged in business as an investment company and is
so registered under the Investment Advisors Act of 1940, as amended; and
WHEREAS, the Administrator is engaged in the business of
providing investment management, advisory and administrative
services; and
WHEREAS, the Trust desires to retain the Administrator to furnish
administrative services and the Administrator is willing to furnish such
services;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
(a) Services Rendered and Expenses Paid by the Administrator.
The Administrator, subject to the control, direction and supervision
of the Board of Trustees of the Trust and in conformity with applicable laws,
this Agreement, the Trust's Declaration of Trust, By-Laws, registration
statement and amendments thereto, prospectus and statement of additional
information, as in effect from time to time, and stated investment objectives,
policies and restrictions, shall, as directed by the Trust from time to time, at
its own expense perform as administrative services for each of the Trust such of
the following as the Company shall designate:
(i) furnish office space, facilities, and equipment
necessary for the administration of the Trust:
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(ii) compute the net asset value per share of the Trust
on a daily basis;
(iii)prepare and file all registration or other material required by
federal and state laws for the registration or other qualification of the
Trust and its shares for sale to the public as required by such laws;
(iv) prepare and file or mail all reports and statements required of
the Trust by federal and state laws, to be filed or sent by the fund to
all authorities and security holders of the Trust;
(v) maintain contact with and coordinate the Trust's public
accountants, legal counsel, custodian, transfer and service agent and
other providers of services to the Trust, all of whose fees shall be paid
independently by the Trust, and perform customary checks and confirmations
of such services and the records thereof;
(vi) coordinate the Trust's portfolio transactions and
cash management with the Trust's custodian;
(vii)receive, confirm and pay over to the Trust's custodian the
proceeds of sales by the Trust of its shares and administer and confirm to
the Trust's transfer agent and shareholders the sales of its shares by the
Trust; and
(viii)prepare and maintain on behalf of the Trust such records of the
Trust's business transactions as are not maintained by other service
providers to the trust and generally take all such other action as may be
required to administer the Trust's business.
The Trust shall pay the Administrator's out-of-pocket expenses for
supplies, printing and postage incurred by the Administrator in the performance
of its duties hereunder. To the extent that any of the foregoing expenses are
allocated between the Trust and any other party, such allocations shall be
pursuant to methods approved by the Board of Trustees of the Trust.
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<PAGE>
(b) Role of the Administrator.
(i) The Administrator, and any person controlling, controlled by or
under common control with the Administrator shall be free to render
similar services to others and to engage in other activities, so long as
the services rendered to the Trust are not impaired.
(ii) Except as otherwise required by the Investment Company Act of
1940, as amended, any of the shareholders, Trustees, officers and
employees of the Trusts may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Administrator, and in any
person controlling, controlled by or under common control with the
Administrator, and the Administrator, and any person controlling,
controlled by or under common control with the Administrator, may have an
interest in the Trust.
(iii) Except as otherwise agreed, in the absence of willful
misfeasance, bad faith, gross or negligence, neither the Administrator nor
any of its officers, directors, employees or agents shall be subject to
liability to the Trust for any act or omission in the course of, or
connected with, rendering services hereunder, and each shall be
indemnified and held harmless by the Trust from and against any losses,
claims, damages and legal fee and other expenses arising out of their due
performance of this Agreement.
(c) Compensation of the Administrator.
(i) As full compensation for the services rendered, facilities
furnished and costs not specifically paid by the Trust under this Agreement, the
Trust agrees to pay to the Administrator a monthly fee at the annual rate of
$18,500. Such fee may be increased only upon the approval of a majority of the
Board of Trustees of the Company, including a majority of those Trustees who are
not "interested persons" of the Company as such term is defined in the
Investment Company Act of 1940.
(ii) If the Administrator shall serve for less than the whole of any
period, the foregoing compensation shall be prorated.
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<PAGE>
(d) Term and Termination.
(i) This Agreement shall become effective on the date hereof, shall
remain in full force and effect for one year from the date hereof and shall
continue in full force and effect for successive periods of one year thereafter,
but only so long as each such continuance is approved at least annually by the
Board of Trustees of the Trust, including a majority of the Trustees who are not
"interested persons" as such term is defined under the Investment Company Act of
1940.
(ii) This Agreement may be terminated at any time without the payment
of any penalty by vote of the Board of Trustees of the Trust or by the
Administrator, on not more than sixty (60) days, nor less than thirty (30) days,
written notice to the other party, or upon such shorter notice as may be
mutually agreed upon.
(e) Miscellaneous. For the purposes of this Agreement. the terms
"affiliated person," "assignment" and "interested person," shall have
their respective meanings defined in the Investment Company Act of 1940,
as amended, and the rules and regulations thereunder. subject, however, to
such exemptions as 'nay be granted to either the Administrator or the Fund
by the Securities and Exchange Commission .
(f) Limitation of Liability of the Trustees and
shareholders .
A copy of the Declaration of each of the Trusts is on file with the
Secretary of The Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the
Trusts as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees, officers or
shareholders of the Trusts but are binding only upon the assets and
property of the Trusts.
(g) Assignment or Amendment.
The Administrator may assign the performance of certain of the
administrative services hereunder to a related administrative services
4
<PAGE>
company, subject to the approval of a majority of the Board of Trustees of
the Company, including a majority of those Trustees who are not parties to
the Agreement or "interested persons" of any such party as such persons are
defined in the Investment Company Act of 1940.
This Agreement may be amended only if such amendment is specifically
approved by a majority of the Board of Directors of the Trust, including a
majority of those directors who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called
for the purpose of voting on such approval.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to
be duly executed as of the date first written above .
ANCHOR CAPITAL ACCUMULATION TRUST
By:
President
ANCHOR INVESTMENT MANAGEMENT CORP.
By:
President
5
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