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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
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WESTCORE 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.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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WESTCORE TRUST
WESTCORE SELECT FUND
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
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August __, 2000
To the Shareholders of the Westcore Select Fund of Westcore Trust
A Special Meeting of Shareholders of the Westcore Select Fund (the "Fund")
of Westcore Trust (the "Trust") will be held Tuesday, September 12, 2000 at
10:00 a.m. Mountain Time, at the offices of Denver Investment Advisors LLC, 1225
17th Street, 26th Floor, Denver, CO 80202, for the following purposes:
(1) The approval or disapproval of a change in the Fund's
sub-classification from diversified to non-diversified and elimination
of related investment limitations.
(2) The transaction of such other business as may properly come before the
meeting or any adjournment thereof.
The proposal referred to above is discussed in the Proxy Statement attached
to this Notice. Each shareholder is invited to attend the Special Meeting of
Shareholders in person. Shareholders of record at the close of business on July
31, 2000 have the right to vote at the Special Meeting. YOU DO NOT NEED TO
ATTEND THE SPECIAL MEETING TO PARTICIPATE. YOU CAN NOW VOTE IN ANY OF FOUR WAYS:
o BY MAIL, IN THE ENCLOSED PROXY CARD;
o BY TELEPHONE, WITH A TOLL-FREE CALL TO THE TELEPHONE NUMBER THAT
APPEARS ON YOUR PROXY CARD;
o THROUGH THE INTERNET, BY USING THE INTERNET ADDRESS LOCATED ON YOUR
PROXY CARD AND FOLLOWING THE INSTRUCTIONS ON THE SITE; OR
o IN PERSON AT THE SPECIAL MEETING.
YOUR PROMPT RESPONSE WILL HELP REDUCE PROXY COSTS -- WHICH ARE PAID FOR BY
THE FUND AND ITS SHAREHOLDERS -- AND WILL ALSO MEAN THAT YOU CAN AVOID RECEIVING
FOLLOW-UP PHONE CALLS OR MAILINGS. VOTING BY INTERNET OR TELEPHONE LOWERS PROXY
COSTS EVEN FURTHER.
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YOUR BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
PROPOSAL.
W. Bruce McConnel, III
Secretary
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WE NEED YOUR PROXY VOTE IMMEDIATELY
A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL.
BY LAW, THE SPECIAL MEETING OF SHAREHOLDERS OF THE WESTCORE SELECT FUND
SCHEDULED FOR SEPTEMBER 12, 2000 WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING
ANY BUSINESS IF LESS THAN A MAJORITY OF THE SHARES ELIGIBLE TO VOTE ARE
REPRESENTED. IN THAT EVENT, THE TRUST WOULD CONTINUE TO SOLICIT VOTES IN AN
ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL IN ALLOWING
THE TRUST TO HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD
IMMEDIATELY.
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WESTCORE TRUST
370 17TH STREET, SUITE 3100
DENVER, COLORADO 80202
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Westcore Trust (the "Trust") for use at a
Special Meeting of Shareholders of the Trust's Westcore Select Fund (the "Fund")
to be held in the offices of the Trust's investment adviser and
co-administrator, Denver Investment Advisors LLC ("Denver Investment Advisors"),
1225 17th Street, 26th Floor, Denver, Colorado 80202, on Tuesday, September 12,
2000 at 10:00 a.m. Mountain Time (such meeting and any adjournments thereof, the
"Meeting").
It is expected that the solicitation of proxies will be primarily by mail
and that the Trust's adviser and administrators will be responsible for
solicitation, if any, of shareholders. The Fund will bear the cost of
solicitation and tabulation and expenses incurred in connection with preparing
this proxy statement. It is expected that these costs will be approximately
$4,000. The Fund also will reimburse certain parties for their expenses in
forwarding proxy materials to beneficial owners of Fund shares. As described in
the Fund's prospectus, the investment advisor and co-administrators have
guaranteed that the total operating expenses of the Fund will not exceed 1.15%
of the Fund's average daily net assets through a specified time period. The cost
of this proxy solicitation is included in this guarantee. The Trust's officers
and service contractors may also solicit proxies electronically or by telephone,
facsimile or personal interview.
Shareholders are requested to vote by internet or telephone or by returning
the enclosed proxy cards. Voting by internet costs the Fund less than if you
vote by telephone or mail.
If you vote by mail, complete, date, sign and promptly return the enclosed
proxy cards in the accompanying envelope. If the enclosed proxy cards are
properly executed and returned prior to the meeting, the shares represented
thereby will be voted in accordance with the instructions marked on the proxy
cards or, if no instructions are marked on the proxy cards, the proxies will be
voted FOR the Proposals described in this Proxy Statement and in the discretion
of the persons named as proxies in connection with any other matter that may
properly come before the meeting or any adjournment(s) thereof.
Any shareholder giving a proxy may revoke it at any time before it is
exercised by submitting to the Trust a written notice of revocation or a
subsequently executed proxy or by attending the Meeting and electing to vote in
person. This Proxy Statement and the enclosed Proxy are expected to be
distributed to shareholders on or about August __, 2000.
THE TRUST WILL FURNISH, WITHOUT CHARGE, COPIES OF THE FUND'S MOST RECENT
ANNUAL AND SEMI-ANNUAL REPORTS TO ANY SHAREHOLDER UPON REQUEST. THE TRUST'S
ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS MAY BE OBTAINED FROM THE TRUST BY
WRITING TO THE TRUST AT 370 17TH STREET, SUITE 3100, DENVER, COLORADO 80202 OR
BY CALLING 1-800-392-2673.
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PROPOSAL
APPROVAL OF CHANGE OF SUB-CLASSIFICATION FROM DIVERSIFIED
TO NON-DIVERSIFIED AND ELIMINATION OF RELATED
INVESTMENT LIMITATIONS
The Fund seeks long-term growth of capital primarily through investments in
companies of any size, selected for their growth potential. The Fund normally
invests in a "core group" of 20 to 35 common stocks.
Recently, Denver Investment Advisors recommended that shareholders be asked
to approve a change in the sub-classification of the Fund. Presently, the Fund
is classified as a "diversified" management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"). This means that as
to 75% of the value of its total assets, no individual security can represent
more than 5% of the Fund's assets and the Fund cannot own more than 10% of the
issuer's voting securities. The investment restriction does not apply to
securities issued by the U.S. Government or any of its agencies or
instrumentalities. The investment restriction is a fundamental restriction that
can only be changed by a shareholder vote.
Given the principal strategy of maintaining a concentrated portfolio of 20
to 35 common stocks, the limitations imposed by the 1940 Act have on occasion
presented difficulties for the Fund. Initially, Denver Investment Advisors
believed the ability to invest greater than 5% of total assets in a single
issuer for 25% of the portfolio would provide adequate flexibility to meet the
Fund's investment objective. However, on several occasions the portfolio manager
has been required to sell a portion of a holding or forego an investment
opportunity due to this limitation. This has resulted in higher portfolio
turnover and short-term capital gains than if this limitation did not exist. The
Fund could possibly face similar difficulties with the 10% voting securities
limitation. A change in the sub-classification of the Fund to a non-diversified
company will eliminate the need for the Fund to comply with the limitations
imposed on diversified investment companies by the 1940 Act.
There are certain risks associated with non-diversified investment
companies that are not present for diversified investment companies. Investment
return on a non-diversified investment company typically is dependent upon the
performance of a smaller number of securities relative to the number held in a
diversified investment company. Consequently, the change in value of any one
security may affect the overall value of a non-diversified investment company
more than it would a diversified investment company, and thereby subject the
market-based net asset value per share of the non-diversified investment company
to greater fluctuations. In addition, a non-diversified investment company may
be more susceptible to economic, political and regulatory developments than a
diversified investment company with similar objectives may be. Notwithstanding
the potential for increased volatility, the Board of Trustees has determined
that approval of this proposal is in the best interests of shareholders of the
Fund.
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Upon approval of this proposal, the Fund could commence restructuring its
portfolio to take advantage of its non-diversified status. This restructuring
could result in increased brokerage commissions and taxable realized capital
gains in the short-term. It is proposed, however, to make this transaction in
such a way as to minimize such brokerage expense and tax liability.
At the Meeting, Shareholders will be asked to approve a change in the
sub-classification of the Fund from a diversified company to a non-diversified
company so that the Fund can have greater flexibility in achieving its
investment objective through a concentrated portfolio of common stocks. This
also requires approval to eliminate the following investment limitations of the
Fund:
The Westcore Select Fund may not:
Purchase securities of any one issuer (other than securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities) if,
immediately after such purchase, more than 5% of the value of the Fund's
total assets would be invested in the securities of any one issuer or more
than 10% of the issuer's outstanding voting securities would be owned by
the Fund or the Trust, except that up to 25% of the value of the Fund's
total assets may be invested without regard to these limitations.
Even as a non-diversified investment company, the Fund would remain subject
to the more limited diversification requirement that is imposed on all regulated
investment companies by the Internal Revenue Code of 1986. The Internal Revenue
Code test applies at the end of each fiscal quarter, and generally requires that
at least 50% (rather than 75%) of the value of the Fund's total assets be
represented by the types of assets which satisfy the 75% asset diversification
requirement imposed by the 1940 Act. In addition, no more than 25% of the value
of the investment company's assets may be invested in the securities of any one
issuer.
For the reasons set forth above, at a meeting of the Trust's Board of
Trustees held on July 10, 2000, the proposed modification to the Fund's
sub-classification and elimination of the related investment limitations was
unanimously approved by the Board, subject to shareholder approval at the
Meeting.
THE TRUST'S BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE CHANGE
IN THE SUB-CLASSIFICATION OF THE WESTCORE SELECT FUND AND THE ELIMINATION OF THE
RELATED INVESTMENT LIMITATIONS.
VOTING INFORMATION
VOTING PROCEDURES. Approval of the change in the sub-classification of the
Fund and elimination of the related investment limitations requires the vote of
a majority of the outstanding voting securities of the Fund (as defined by the
1940 Act), which means the lesser of
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(a) the holders of 67% or more of the voting securities of the Fund present at
the Meeting if the holders of more than 50% of the outstanding voting securities
of the Fund are present in person or represented by proxy; or (b) more than 50%
of the outstanding voting securities of the Fund.
RECORD DATE. Only shareholders of record at the close of business on July
31, 2000 will be entitled to vote at the Meeting. On that date there were
________ shares of the Fund outstanding and entitled to be voted at the Meeting.
Each full share is entitled to one vote and each fractional share to a
proportionate fractional vote.
QUORUM. A quorum is constituted with respect to the Fund by the presence in
person or by proxy of the holders of more than 50% of the outstanding shares of
the Fund entitled to vote at the Meeting. For purposes of determining the
presence of a quorum for transacting business at the Meeting, abstentions will
be treated as shares that are present at the Meeting but which have not been
voted. Abstentions will have the effect of a "no" vote for purposes of obtaining
the requisite approval. Broker "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owners or other persons entitled to vote shares on a particular
matter with respect to which the brokers or nominees do not have discretionary
power), will not be treated as shares that are present at the Meeting and,
accordingly, could make it more difficult to obtain the requisite approval.
In the event that a quorum is not present at the Meeting, the persons named
as proxies may vote those proxies which have been received to adjourn the
Meeting to a later date. In the event that a quorum is present at the Meeting,
but sufficient votes to approve the Proposal are not received, the persons named
as proxies, or their substitutes, 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 present and voting in
person or by proxy at the Meeting. In such cases, the persons named as proxies
will vote those proxies which they are entitled to vote FOR the proposal in
favor of such adjournment and will vote those proxies required to be voted
AGAINST the proposal against any adjournment.
OTHER SHAREHOLDER INFORMATION. As of July 31, 2000, the following
shareholders held of record or beneficially more than 5% of the outstanding
shares of the Fund:
PERCENT
NAME AND ADDRESS OF OWNER NUMBER OF SHARES HELD OF FUND
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As of July 31, 2000, the officers and directors of the Trust owned less than 1%
of the outstanding shares of the Fund.
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ADVISER, CO-ADMINISTRATORS AND DISTRIBUTOR. Denver Investment Advisors
serves as investment adviser to the Fund. Denver Investment Advisors and ALPS
Mutual Funds Services, Inc. ("ALPS") serve as the Fund's co-administrators. ALPS
also serves as the distributor of the shares of the Fund. The principal offices
of Denver Investment Advisors are located at 1225 17th Street, 26th Floor,
Denver, Colorado 80202. The principal offices of ALPS are located at 370 17th
Street, Suite 3100, Denver, Colorado 80202.
OTHER MATTERS
The Trust does not intend to hold annual meetings of shareholders except to
the extent that such meetings may be required under the 1940 Act or other
applicable law. Shareholders who wish to submit proposals for inclusion in the
Proxy Statement for a subsequent shareholder meeting should send their written
proposals to the Trust at its principal office within a reasonable time before
such meeting. The timely submission of a proposal does not guarantee its
inclusion.
No business other than the matter described above is expected to come
before the Meeting, but should any other matter requiring a vote of shareholders
properly arise, including any questions as to an adjournment of the Meeting, the
persons named in the Proxy will vote thereon according to their best judgment in
the interest of the Fund.
Dated: August __, 2000
IT IS IMPORTANT THAT YOUR VOTE BE RETURNED PROMPTLY. THEREFORE,
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO VOTE
THEIR SHARES BY INTERNET, TELEPHONE OR MAIL.
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WESTCORE SELECT FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
WESTCORE TRUST THE UNDERSIGNED HEREBY APPOINTS STEVEN G.
370 17th Street, Suite 3100 WINE, LISA A. BRUCKERT AND JASPER R. FRONTZ
Denver, Colorado 80202 (THE "PROXIES"), AND EACH OF THEM, ATTORNEYS
AND PROXIES OF THE UNDERSIGNED, EACH WITH
POWER OF SUBSTITUTION AND RESUBSTITUTION, TO
ATTEND, VOTE AND ACT FOR THE UNDERSIGNED AT
THE SPECIAL MEETING OF SHAREHOLDERS (THE
"MEETING") OF WESTCORE SELECT FUND (THE
"FUND") TO BE HELD AT THE OFFICES OF DENVER
AUTO DATA PROCESSING INVESTMENT ADVISORS LLC, 1225 17TH STREET,
INVESTOR COMM SERVICES 26TH FLOOR, DENVER, COLORADO 80202 AT 10:00
ATTENTION: A.M., MOUNTAIN TIME ON TUESDAY, SEPTEMBER
TEST PRINT 12, 2000, AND AT ANY ADJOURNMENT(S) OR
51 MERCEDES WAY POSTPONEMENT(S) THEREOF. THE UNDERSIGNED
EDGEWOOD, NY HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF
11717 SPECIAL MEETING AND PROXY STATEMENT. THE
PROXIES SHALL CAST VOTES ACCORDING TO THE
NUMBER OF SHARES OF THE FUND WHICH THE
UNDERSIGNED MAY BE ENTITLED TO VOTE WITH
RESPECT TO THE PROPOSAL SET FORTH BELOW, IN
ACCORDANCE WITH THE SPECIFICATION INDICATED,
IF ANY, AND SHALL HAVE ALL THE POWERS WHICH
THE UNDERSIGNED WOULD POSSESS IF PERSONALLY
PRESENT. IN THEIR DISCRETION, THE PROXIES,
AND EACH OF THEM, ARE AUTHORIZED TO VOTE
UPON ANY OTHER BUSINESS THAT MAY PROPERLY
COME BEFORE THE MEETING, OR ANY
ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF,
INCLUDING ANY ADJOURNMENT(S) OR
POSTPONEMENT(S) NECESSARY TO OBTAIN
REQUISITE QUORUMS AND/OR APPROVALS. THE
UNDERSIGNED HEREBY REVOKES ANY PRIOR PROXY
TO VOTE AT THE MEETING, AND HEREBY RATIFIES
AND CONFIRMS ALL THAT SAID PROXIES, OR ANY
OF THEM, MAY LAWFULLY DO BY VIRTUE HEREOF OR
THEREOF.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE
VOTED AS SPECIFIED BELOW WITH RESPECT TO THE
ACTIONS TO BE TAKEN ON THE FOLLOWING
PROPOSAL. IN THE ABSENCE OF ANY
SPECIFICATION, THIS PROXY WILL BE VOTED
"FOR" PROPOSAL NO. 1.
To Vote by Telephone:
1. Read the Proxy Statement and have the
Proxy card below at hand. SHARES
2. Call 1-800-690-6903.
3. Enter the 12-digit control number set CONTROL NUMBER
forth on the Proxy card and follow the
simple instructions. ACCOUNT NUMBER
To Vote by Internet:
1. Read the Proxy Statement and have the
Proxy card below at hand.
2. Go to Website WWW.proxyvote.com.
3. Enter the 12-digit control number set
forth on the Proxy card and follow the
simple instructions. PAGE 1 OF 1
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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THIS PROXY IS SOLICITED AND PROPOSED BY THE BOARD OF TRUSTEES OF WESTCORE TRUST,
WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSAL NO. 1
VOTE ON TRUSTEES
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1 Proposal to approve a change to the Westcore Select For Against Abstain
Fund's sub-classification from diversified to non-diversified [ ] [ ] [ ]
and to eliminate related investment limitations.
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
Please sign below exactly as your name(s) appear(s) hereon. If a corporation,
please sign in full corporate name by an authorized officer. If a partnership,
please sign in partnership name by an authorized person. Each joint owner should
sign personally. Fiduciaries should give full titles as such.
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Signature DATE Signature DATE
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