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STONEBRIDGE GROWTH FUND, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 25, 1998
The Annual Meeting of stockholders of Stonebridge Growth Fund, Inc. (the
"Fund") will be held on August 25, 1998, at 3:00 p.m., Los Angeles time, at the
Regency Club, 10900 Wilshire Blvd, Los Angeles, California.
At the Meeting, we will ask the shareholders to vote on:
1. A proposal to reorganize the Fund into Stonebridge Funds Trust.
2. Election of nine directors.
3. Ratification of the selection of Hein + Associates LLP as the Fund's
independent public accountants for the current fiscal year.
4. Any other matters that properly come before the meeting.
The Board of Directors has unanimously approved these proposals and recommends
you vote "FOR" each of them. Please read the enclosed proxy statement for a
full discussion of the proposals.
Debra L. Newman
President
Los Angeles, California
July 1, 1998
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WHO CAN VOTE?
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Any person owning shares on June 29, 1998.
WHY SHOULD I BOTHER TO VOTE?
YOUR VOTE IS IMPORTANT. If the Fund does not receive enough votes, it will
have additional expenses to mail proxies again or solicit voters by
telephone so this meeting can take place.
HOW CAN I VOTE?
- By mail - Vote, sign and mail the enclosed ballot in the envelope
provided.
- By fax - Vote, sign and fax both sides to ____________.
- By phone - Call ___________.
- In person at the meeting.
DO YOU HAVE QUESTIONS?
Call us at 1-800-___________.
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STONEBRIDGE GROWTH FUND, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 25, 1998
The enclosed Proxy is solicited by the Board of Directors of Stonebridge
Growth Fund, Inc. (referred to in this Proxy Statement as the "Fund") in
connection with the 1998 Annual Meeting of Stockholders (referred to in this
Proxy Statement as the "Meeting"). The Meeting will be held on August 25, 1998
at 3:00 p.m., Los Angeles time at the Regency Club, 10900 Wilshire Blvd, Los
Angeles, California.
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This Proxy Statement is organized as follows:
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1. REORGANIZATION OF THE FUND -- information about this proposal begins
on page 3.
2. ELECTION OF DIRECTORS -- information about this proposal begins on
page 10.
3. SELECTION OF ACCOUNTANTS -- information about this proposal begins on
page 14.
4. PROXY VOTING AND MEETING PROCEDURES -- information begins on page 15.
5. GENERAL INFORMATION -- begins on page 17.
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This Proxy Statement is being mailed to stockholders on or about July 7,
1998. The Fund's Annual Report for the year ended November 30, 1997 was
previously mailed to stockholders. We will send you a copy of the Annual
Report. Write Stonebridge Growth Fund at 370 17th Street, Suite 3100, Denver,
CO 80202 or telephone us at 1-800-639-3935.
IF YOU HAVE QUESTIONS ABOUT THIS PROXY STATEMENT OR NEED HELP IN VOTING
YOUR SHARES, PLEASE CALL SHAREHOLDER COMMUNICATIONS CORPORATION AT
1-800-__________.
PROPOSAL 1
2
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REORGANIZATION OF THE FUND
The Board of Directors has approved a plan to reorganize the Fund into
Stonebridge Funds Trust, a Delaware business trust (referred to in this Proxy
Statement as the "Trust"). The purpose of the reorganization is to lower costs
and improve Fund administration. To proceed, we need stockholder approval. The
next several pages outline the important details of the plan:
- Why we want to reorganize the Fund
- How we plan to accomplish the reorganization.
- How the reorganization will affect the Fund
- How a Delaware business trust compares to a Delaware corporation
- Information about the Investment Manager
- How many stockholder votes we need to approve the reorganization
WHY WE WANT TO REORGANIZE THE FUND
The Fund and Stonebridge Aggressive Growth Fund, Inc. (referred to in this
Proxy Statement as the "Aggressive Growth Fund") are separate Delaware
corporations which operate together as a "family" of funds (we refer to each
corporation below as a "fund"). Each has the same Investment Manager
(Stonebridge Capital Management, Inc.), the same administrator (ALPS Mutual
Funds Services, Inc.), and the same custodian (Fifth Third Bank), and transfer
agent (National Financial Data Services). Most of the officers and directors of
the Fund are also officers and directors of the Aggressive Growth Fund.
However, because each fund is a separate corporation, it must maintain
separate corporate records, must register separately as an investment company
with the Securities and Exchange Commission (referred to in this Proxy Statement
as the "SEC"), and must make a variety of other separate state and federal
regulatory filings. Reorganizing the funds as separate investment portfolios
of a single mutual fund with a single board will eliminate most of this
duplication, which should lower costs and improve administration of the funds.
It would be possible to achieve most of these efficiencies by reorganizing
both funds as separate portfolios of a single Delaware corporation. However,
the Boards of Directors of both funds have concluded that it would be better to
reorganize both funds as separate investment portfolios of a newly organized
Delaware business trust:
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- The Trust will not need to have annual shareholder meetings except
when required by the Investment Company Act of 1940 (referred to in
the Proxy Statement as the "Act"), which will save each fund more than
$20,000 annually.
- The Board of Trustees of the Trust will have greater flexibility in
matters of governance and organization than the Board of Directors of
the Fund, without sacrificing the federal or state tax advantages of a
mutual fund.
- The Trust's governing instruments will be clearer and more
comprehensive about matters affecting modern investment companies than
the funds' current organizational documents, which were adopted in the
late 1950's.
HOW WE PLAN TO ACCOMPLISH THE REORGANIZATION
THE REORGANIZATION AGREEMENT. The Fund's Board of Directors has approved a
written reorganization agreement for the Fund. It spells out the terms and
conditions that will apply to the Fund's reorganization as a portfolio of the
Trust.
THE STEPS IN THE REORGANIZATION. In essence, the reorganization will have
three steps.
- The first step has already been taken -- we have established
a Delaware business trust called Stonebridge Funds Trust
with two separate portfolios, called Stonebridge Growth Fund
and Stonebridge Aggressive Growth Fund. The Trust will
issue a single share of its Stonebridge Growth Fund
portfolio to the Fund, and a single share of its Aggressive
Growth Fund portfolio to the Aggressive Growth Fund. If the
stockholders of the Fund and the Aggressive Growth Fund
approve the reorganization, the Fund's share will be voted
to elect the nominees referred to in Proposal 2 below, as
the trustees of the Trust, and to approve the Fund's current
investment advisory agreement as the form of advisory
agreement for the Trust. The single share of the Aggressive
Growth Fund will be voted in a similar fashion upon approval
of the reorganization by its stockholders.
- Second, if the stockholders approve the reorganization, the
Fund will transfer all of its assets and liabilities to the
Stonebridge Growth Fund portfolio of the Trust. In
exchange, the Fund will receive shares of the portfolio with
a total value equal to the value of the assets it is
transferring (net of the Fund's liabilities).
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- Third, the Fund will dissolve. The Stonebridge Growth Fund
portfolio will open an account for each stockholder of the
Fund, and will credit each stockholder with the exact number
of full and fractional shares of the portfolio that he or
she owned in the Fund on the date of the reorganization. New
share certificates will not be issued.
THE EFFECTIVE DATE OF THE REORGANIZATION. If the reorganization is
approved by the stockholders, it will take place as soon as feasible after the
Fund receives the necessary regulatory approvals and legal opinions. We believe
this should be accomplished by November 1, 1998. However, at any time before
the reorganization the Board of Directors of the Fund may decide that it is not
in the best interest of the Fund and its stockholders to go forward with this
project. If that happens, the Fund will continue to operate as it is currently
organized.
HOW THE REORGANIZATION WILL AFFECT THE FUND
After the reorganization, you will own shares of the Stonebridge Growth
Fund portfolio of the Trust (referred to in this Proxy Statement as the
"Portfolio"). The operations of the Portfolio will not differ substantially
from the Fund's operations.
THE FUND'S INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS WILL STAY THE
SAME. The reorganization will not change any of these. However, we are asking
stockholders to temporarily waive any existing investment restrictions that
would otherwise prohibit the reorganization. (For example, the Fund may not
acquire control of any company, and as part of the reorganization it may
temporarily control the Trust.) Your vote in favor of the reorganization will
also approve a temporary waiver of any such restrictions.
THE FUND'S INVESTMENT ADVISER AND OTHER SERVICE PROVIDERS WILL STAY THE
SAME. Stonebridge Capital Management Inc. will continue to manage the Portfolio
for the same compensation as its currently receives from the Fund. Stockholder
approval will be treated as approval of a new investment advisory agreement
between the Investment Manager and the Trust on the same terms as the Fund's
current agreement. The Trust will also enter into agreements with the Fund's
current administrator, custodian and other service providers on the same terms
as the Fund's current agreements.
THE FUND'S FEES AND EXPENSES WILL STAY THE SAME. The fees and expenses of
the Portfolio will be the same as the Fund's, except for any savings which may
occur as a result of the reorganization. The Fund will pay its own expenses of
the reorganization, including expenses associated with the solicitation of
proxies (estimated as about $20,000). However, most of these are costs of the
Fund's annual meeting, which would have been held even if the reorganization had
not been proposed.
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THE FUND'S SHARE PRICE WILL NOT BE AFFECTED. On the day of the
reorganization, the Portfolio's share price will be the same as the Fund's share
price. The reorganization will not cause the Fund's share price to go up or
down, and you will still own the same number of shares. Any declared but
undistributed dividends or capital gains of the Fund will carry over in the
reorganization.
THE FUND'S PURCHASE AND REDEMPTION PROCEDURES WILL NOT BE AFFECTED. The
Portfolio will have the same purchase, redemption and exchange procedures as the
Fund, as described in the Fund's current prospectus and statement of additional
information.
THE FUND'S DIRECTORS AND ACCOUNTANTS WILL CONTINUE. Federal securities
laws require that at least one-half of a mutual fund's directors be elected by
its stockholders. While the Fund more than meets this standard now, that
technically will not be true once it reorganizes into the Trust. Rather than
call another shareholder meeting to vote on trustees of the Trust after the
reorganization, we will treat stockholder approval of the reorganization as
authorization to elect the Fund's board members to the same positions with the
Trust. This approach will avoid the expense of another shareholder meeting
after the reorganization.
The Fund currently operates with a November 30 fiscal year-end. The Trust
will have an October 31 fiscal year-end if the reorganization is approved. The
Fund's current accountants will continue as the accountants for the Trust for
the year ended October 31, 1999 after the reorganization. If this proposal is
not approved, Hein + Associates LLP will continue as the Fund's accountants for
its fiscal year ended November 30, 1999.
THE REORGANIZATION WILL HAVE NO FEDERAL INCOME TAX CONSEQUENCES. We expect
the reorganization will have no federal income tax consequences for you or the
Fund. We will not proceed with the reorganization unless this point is
confirmed by an opinion of counsel. Following the reorganization, the adjusted
federal tax basis of your Portfolio shares will be the same as before. We do
not expect stockholders to incur any personal state or local taxes as a result
of the reorganization, but you should consult your own tax adviser to be sure.
THE FUND WILL NO LONGER HAVE ANNUAL MEETINGS. The Fund will no longer have
to hold annual shareholder meetings, except when required by the Act (generally
when less than half of the trustees have been elected by the shareholders, or
when it enters into a new investment management agreement). Most mutual funds
no longer hold annual meetings simply to reelect members of their governing
board and to ratify the appointment of independent accountants. We believe that
this change will save the Fund more than $20,000 annually in proxy preparation,
printing and other meeting expenses.
THE FUND WILL NO LONGER HAVE STOCK CERTIFICATES. The new Portfolio will not
issue share certificates, and will convert any outstanding stock certificates to
record entry form. In today's financial world, very few investors hold share
certificates as physical evidence of their mutual fund investments. Instead,
their mutual fund holdings are maintained and accounted for as "record entries"
on the computer system of the fund's independent transfer agent. The main
problems with share certificates are that they can be stolen or lost, and they
must be returned
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before your shares can be redeemed or exchanged. In light of these problems,
and the minimal demand for share certificates, they will no longer be issued
after the reorganization. This will not happen automatically; we will arrange
conversion details separately with you if you hold Fund certificates.
HOW A DELAWARE BUSINESS TRUST COMPARES TO A DELAWARE CORPORATION
Although federal securities laws regulate most of the operations of a
mutual fund, they do not cover every aspect. State law and the fund's governing
instruments fill in most of the gaps. The following discussion compares
Delaware corporation law and the current articles of incorporation and bylaws of
the Fund with the Delaware law and documents that will apply if the Fund
reorganizes as a Delaware business trust. This discussion is not a
comprehensive review of all technical distinctions between the different legal
structures (you or your attorney would need to review the laws and Fund
documents first hand for that sort of analysis). We simply want you to know how
a Delaware business trust compares in certain key areas to a Delaware
corporation -- the Fund's present legal structure.
DIRECTORS AND TRUSTEES. The Fund is governed by a Board of Directors
elected by the stockholders. The Trust is governed by a similar board elected
by its shareholders, called the Board of Trustees. If the reorganization is
approved, the directors of the Fund elected at the Meeting will become the
trustees of the Trust.
SERIES AND CLASSES. The Trust's governing instrument -- its declaration of
trust -- allows it to issue separate series of shares, which represent interests
in separate portfolios of investments (such as the Stonebridge Growth Fund and
the Stonebridge Aggressive Growth Fund) without shareholder approval. No series
is entitled to share in the assets of any other series or can be charged with
the expenses or liabilities of any other series. The Fund's governing
instrument -- its articles of incorporation -- does not authorize the creation
of separate series (although this could be done if the articles were amended
with stockholder approval).
The Trust is also authorized to divide each series of shares into separate
classes (such as class A and B shares), which would represent interests in the
same portfolio and have the same rights except as provided by the Board of
Trustees. We do not currently intend to issue multiple classes of shares,
although we might do so in the future. The Fund's articles of incorporation do
not authorize the creation of multiple classes of shares (although this could be
done if the articles were amended with stockholder approval).
SHAREHOLDER LIABILITY. Stockholders of a Delaware corporation generally
have no personal liability for the Fund's obligations. The corporation laws of
all other states have similar provisions.
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Shareholders of a Delaware business trust also are not personally liable
for obligations of the Trust under Delaware law. However, no similar statutory
or other authority limiting business trust shareholder liability exists in many
other states. As a result, to the extent that the Trust or a shareholder of the
Trust is subject to the jurisdiction of courts in such other states, those
states might not apply Delaware law and might subject the Trust's shareholder to
liability. To offset this risk, the Declaration of Trust: (i) recites that its
shareholders are not liable for its obligations, and requires notice of this to
be included in all Trust contracts, and (ii) requires the Trust to indemnify any
shareholder who is held personally liable for the obligations of the Trust.
Thus the risk of a Trust shareholder being subject to liability beyond his or
her investment is limited to the following unusual circumstances in which all of
the following factors are present: (1) a court refuses to apply Delaware law;
(2) the liability arises under tort law or, if not, no contractual limitation of
liability is in effect; and (3) the Trust is itself unable to meet its
obligations. In the light of Delaware law, the nature of the Trust's proposed
business, and the nature of its assets, we believe that the risk of personal
liability to a Trust shareholder is remote.
SHAREHOLDER MEETINGS AND VOTING RIGHTS. Under Delaware corporate law, the
Fund is required to have an annual stockholder meeting to elect directors and
consider any other matters properly coming before the meeting. The Trust is not
required to hold annual shareholder meetings, and does not intend to do so. We
believe this will result in a substantial savings to the shareholders.
The Fund is required to hold a special stockholder meeting for any proper
purpose when requested by its president or by the holders of 20% of its
outstanding shares. The Trust is required to hold a special shareholder meeting
to consider the removal of one or more trustees or for any other proper purpose
when requested by a majority of the trustees or by the holders of 10% of its
outstanding shares. Both the Fund and the Trust must also hold special
shareholder meetings when required by the Act under certain circumstances (such
as when a majority of the directors or trustees has not been elected by the
shareholders or when it wants to sign a new or amended investment advisory
agreement).
In general, shareholders of the Trust have voting rights only with respect
to a limited number of matters specified in the declaration of trust (such as
the merger or sale of assets of a portfolio) and such other matters as the
trustees may determine or as may be required by the Act. A greater number of
matters require approval by the stockholders of the Fund (such as amendments to
its articles of incorporation), and whether a matter requires stockholder
approval is governed by Delaware corporate law as well as the Act.
For a stockholder meeting of the Fund to go forward, a majority of the
Fund's shares must be present (either in person or by proxy). For the Trust,
this is reduced to one-third of the shareholders. When voting on matters
affecting the Fund, all of its stockholders vote together on all questions.
When voting on matters affecting only the Portfolio, only shareholders of the
Portfolio will vote. However, when voting on matters affecting the Trust
generally (such as the election of trustees or approval of independent
accountants), all shareholders of the Trust -- including shareholders of the
Aggressive Growth Fund -- will vote together. Although not
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presently the case, in the future the shareholders of the Portfolio may have a
smaller ownership interest in the Trust than the shareholders of the Aggressive
Growth Fund, and the Aggressive Growth Fund shareholders could therefore have
effective voting control of matters affecting the Trust generally.
Stockholders of the Fund have "cumulative voting" rights when voting for
directors, as described under proposal 2 below. These rights are established to
permit the holders of a substantial minority of shares of the Fund to elect at
least one director. Shareholders of the Trust will not have such rights, and
the holders of 50% of the outstanding shares of the Trust will be able to elect
all of the trustees.
DIRECTOR/TRUSTEE INDEMNIFICATION AND LIABILITY. The directors of the Fund
cannot be held liable for their activities in that role so long as they perform
their duties prudently, in good faith, and in the Fund's best interests.
Delaware corporate law also provides that the directors may be liable for voting
to declare a dividend or other distribution of assets to stockholders contrary
to law or during liquidation of the corporation. Under Delaware business trust
law, the same is generally true.
The Fund indemnifies its directors from claims and expenses arising out of
their services to the Fund, unless they have acted with willful misfeasance, bad
faith, gross negligence or reckless disregard of their duties. The same is true
of the Trust.
AMENDMENTS OF CHARTER DOCUMENTS. Amendments to the Fund's articles of
incorporation require stockholder approval. Amendments to the Trust's
declaration of trust can be made by the Trustees without shareholder approval,
unless they reduce the amount payable to shareholders upon liquidation of the
Trust, repeal the limitations on shareholders' personal liability, or diminish
or eliminate any voting rights.
MERGERS AND OTHER REORGANIZATIONS. The Fund is required to obtain
stockholder approval to merge or consolidate with any corporation or other
organization or to sell substantially all of its assets. The same is true of
the Trust.
TERMINATION. Termination of the Fund would generally require approval of
its stockholders. The Trust or any series or class of the Trust may be
terminated by the trustees without shareholder approval, or by vote of a
majority of the affected shareholders at a meeting.
RIGHT OF INSPECTION. Each stockholder of the Fund is permitted to inspect
records, accounts and books of the Fund for any legitimate purpose. Each
shareholder of the Trust has the same rights.
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INFORMATION ABOUT THE INVESTMENT MANAGER
A vote to approve the reorganization will also be a vote to approve the
Investment Advisory Agreement between the Trust and the Investment Manager with
respect to the Fund. The Agreement is substantially the same as the Fund's
current agreement with the Investment Manager, which was last approved by the
stockholders of the Fund on August 1, 1997 and last approved by the Board of
Directors of the Fund on April 10, 1997.
The Investment Manager is a California corporation located at 1801 Century
Park East, Suite 1800, Los Angeles, California 90067. It provides investment
management services to individuals and institutions (including the Fund and the
Aggressive Growth Fund) with total assets under management of over $570 million.
Stonebridge is owned by seven of its employees. Its directors and executive
officers are Richard C. Barrett, Dr. John G. Ayer, Charles E. Woodhouse, Craig
B. Burger, Tim G. Walt, Karen H. Parris, and Debra L. Newman.
The Investment Manager and its predecessor have managed the assets of the
Fund as investment adviser or subadviser to the Fund since 1958. Richard C.
Barrett, Vice President of the Fund and President of the Investment Manager, has
been primarily responsible for the day-to-day management of the Fund's portfolio
since 1984. However, the Investment Manager's practice is to make investment
decisions by committee.
The Fund pays the Investment Manager a fee at the annual rate of 0.75% of
the Fund's average daily net assets. The Investment Manager has agreed to limit
the overall annual expenses of the Fund to 1.50% of average annual net assets
through November 30, 2002. The Fund will repay the Investment Manager for any
Fund expenses paid by the Investment Manager when it can do so without
increasing its total expenses above the 1.50% limit.
REQUIRED VOTE
The reorganization must be approved by a majority of the outstanding shares
of the Fund. If it is not, the Fund will continue to operate as a Delaware
corporation.
PROPOSAL 2
ELECTION OF DIRECTORS
We propose to elect the following nine nominees as directors of the Fund.
Each of them is now an officer or director of the Fund, the Aggressive Growth
Fund, or the Investment Manager. If elected, each of them will serve as a
director of the Fund until the next annual meeting or until a successor has been
elected. If the reorganization is completed, they will become the trustees of
the Trust. If any nominee is unable to serve, Proxies will be voted for a
substitute nominated by the Board of Directors, unless you instruct otherwise.
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Positions with Fund, Principal
Occupations During past Five Director
Name Age Years and Address Since
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Dr. John G. Ayer* 74 Director and retired President --
of Aggressive Growth Fund;
(President from 1984 through
June 1998), Executive Vice
President and Director of the
Investment Adviser; Director,
Taylor & Turner Assoc., Ltd., a
venture capital organization.
1801 Century Park East, Suite
1800, Los Angeles, California
90067.
Richard C. Barrett* 56 Vice President and Director of 1982
the Fund; President and Director
of the Investment Adviser; Vice
President and Director of the
Aggressive Growth Fund. 1801
Century Park East, Suite 1800,
Los Angeles, California 90067.
Selvyn B. Bleifer, M.D. 69 Director of the Fund and the 1985
Aggressive Growth Fund;
Physician, Cardiovascular
Medical Group. 414 North
Camden Drive, Beverly Hills,
California 90212.
Craig B. Burger* 41 Vice President of the Fund, --
Senior Vice President and
Director of the Investment
Adviser; Vice President of the
Aggressive Growth Fund; Vice
President of Churchill
Management (Nov. 1993 to Nov.
1996). 1801 Century Park East,
Suite 1800, Los Angeles,
California 90067.
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Marvin Freedman 72 Director of the Fund and the 1995
Aggressive Growth Fund; Partner,
Freedman, Broder & Angen,
Certified Public Accountants.
2501 Colorado Avenue, Suite 350,
Santa Monica, California 90404.
Charles F. Haas 84 Director of the Fund and the 1982
Aggressive Growth Fund; Retired
motion picture and television
director; Director, Oakwood
School. 12626 Hortense Street,
Studio City, California 91604.
Debra L. Newman* 41 President and Treasurer of the --
Fund; Executive Vice President,
Chief Financial Officer,
Secretary and Managing Director
of the Investment Adviser. Vice
President and Treasurer of the
Aggressive Growth Fund; 1801
Century Park East, Suite 1800,
Los Angeles, California 90067.
William H. Taylor, II 59 Director of the Fund and the 1997
Aggressive Growth Fund; General
Partner, Taylor & Company, a
venture capital organization.
General Partner, Taylor & Turner;
Director, Oncor, Inc., a
biotechnology company. Director,
AMT Ventures, a materials
venture fund. Director, I.C.C.,
Inc., an infrared imaging product
company. Director, T.P.L., Inc.,
an advanced materials company.
18730 Canyon Road, Sonoma,
California 91604.
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Charles E. Woodhouse* 34 President and Director of the --
Aggressive Growth Fund;
Executive Vice President,
Managing Director and
Director of Research of
the Investment Adviser. 1801
Century Park East, Suite 1800,
Los Angeles, California 90067.
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* An "interested person" of the Fund as that term is defined by the Act, because
of his or her affiliation with the Investment Manager. Mr. Barrett and Ms.
Newman are married.
During the fiscal year ended November 30, 1997, the Fund's Board of
Directors held 5 meetings. All of the current directors attended at least 75%
of the meetings.
As of June 29, 1998, the current directors and officers of the Fund, as a
group owned beneficially ______ shares of stock of the Fund, which was __% of
the Fund's outstanding shares. No one officer or nominee for director owns more
than 1% of the Fund's outstanding shares.
Each director who is not an "interested person" of the Fund, as that term
is defined in the Act, receives from the Fund $1,350 for each meeting of the
Board of Directors attended. The following table sets forth compensation
information for the current directors of the Fund during its fiscal year ended
November 30, 1997:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Estimated Total
Aggregate Pension or Annual Compensation
Compensation Retirement Benefits Upon from Fund and
Director from Fund Benefits Retirement Fund Complex(1/)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Marvin Freedman $ 2,350 $0 $0 $2,700
- --------------------------------------------------------------------------------
Selvyn B. Bliefer, 2,350 0 0 2,700
M.D.
- --------------------------------------------------------------------------------
Charles F. Haas 2,350 0 0 2,700
- --------------------------------------------------------------------------------
William H. Taylor(2/) 0 0 0 150
- --------------------------------------------------------------------------------
</TABLE>
1/ The Fund and the Aggressive Growth Fund comprise a "fund complex" as
defined in Rule 14a-101 of the Securities Exchange Act of 1934, because
they have the same investment adviser.
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MANAGEMENT
The other executive officers of the Fund are:
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Name, Position and Age Principal Occupations and Address During the
Last 5 Years
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Chad Christensen, Vice President Vice President, Director of Mutual Fund
Age 28 Operations of ALPS Mutual Funds Services,
Inc., 370 17th Street, Suite 3100, Denver,
Colorado 80202, since March 1996; Vice
President of the Aggressive Growth Fund and
Assistant Treasurer of Westcore Trust. He
was formerly Senior Accountant for Ernst and
Young LLP in Denver, Colorado following a
position as auditor for KPMG Peat Marwick LLP
in Dallas, Texas.
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James V. Hyatt, Secretary General Counsel of ALPS Mutual Funds
Age 47 Services, Inc., 370 17th Street, Suite 3100,
Denver, Colorado 80202, since September 1995;
Secretary of the Aggressive Growth Fund and
First Funds Trust and Financial Investors
Trust, Director of the Dairy, a non-profit
community arts center. He was formerly
Senior Legal Counsel for FMR Corp. and
counsel to Fidelity Management Trust Company.
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All of the officers serve at the discretion of the Fund's Board of Directors.
REQUIRED VOTE
The "cumulative voting" method will be used for electing directors. Under
this method, each stockholder is entitled to a total number of votes equal to
nine times the number of shares he or she holds on the record date. These votes
may be cast for one candidate, or distributed among some or all of the
candidates. The nine candidates receiving the highest number of votes will be
elected. (If all shares outstanding on the record date are voted, ownership
of __________ shares would entitle a stockholder to elect one director, if he
cast all of his votes for that director.)
The enclosed Proxy gives your proxy holder the discretionary authority to
cumulate votes. If you want to cumulate your own votes on the Proxy card
instead of giving this authority to your proxy holder, multiply the number of
shares you owned on the record date by nine to determine the total number of
votes you are entitled to cast. You can distribute this number of votes (but no
more) among any or all of the nine nominees as you wish. You do not have to
cast an equal number of votes for all candidates, and you do not need to cast
all of your votes. If you
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cumulate your own votes on the Proxy card, only the number of votes marked on
the card will be counted.
PROPOSAL 3
SELECTION OF ACCOUNTANTS
The Board of Directors has selected Hein + Associates LLP as independent
public accountants for the Fund for the fiscal year ending November 30, 1998.
As required by the Investment Company Act, this is being submitted to the
stockholders for their approval (this is called a "ratification" of the Board's
selection).
Hein + Associates LLP served as the Fund's independent public accountants
since 1992. For the fiscal year ended November 30, 1997, it performed audit
services and prepared the Fund's income tax returns. No representative of Hein
+ Associates will attend the Meeting.
REQUIRED VOTE
This proposal must be approved by a majority of the shares voted on the
proposal.
4.
PROXY VOTING AND MEETING PROCEDURES
STOCKHOLDERS ENTITLED TO VOTE
Anyone who is shown on the records of the Fund as holding shares as of the
close of business (Eastern Standard Time) on June 29, 1998 is entitled to vote
at the Meeting. On that date, the Fund had ________ outstanding shares.
Management is not currently aware of any stockholder who beneficially owns 5% or
more of the outstanding shares.
HOW TO VOTE
You can vote by mail, phone, fax or in person at the Meeting.
To vote by mail, sign and send us the enclosed Proxy voting card in
the envelope provided.
To vote by fax, sign the enclosed Proxy card and fax both sides of it
to 1-800-__________.
To vote by phone, call our proxy solicitor, Shareholder Communications
Corporation, at 1-800-________. They have procedures designed to
confirm your identity and voting instructions.
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Even if you plan to attend the Meeting and vote in person, please return the
enclosed Proxy card. This will help us ensure that an adequate number of shares
are present at the Meeting.
If you give specific voting instructions on your Proxy, it will be voted as
you have directed. Otherwise, it will be voted in the discretion of the persons
named in the Proxy (they intend to vote in favor of all the proposals). If you
return a Proxy, you can revoke it by notifying the Secretary of the Fund in
writing, or by returning a Proxy with a later date. You can also revoke a Proxy
by voting in person at the Meeting.
QUORUM REQUIREMENTS
In order for the Meeting to go forward, a quorum of stockholders must be
present. This means that a majority of the Fund's shares must be represented at
the Meeting -- either in person or by proxy. All returned proxies count toward
a quorum, regardless of how they are voted. "Broker non-votes" will be treated
as shares which are present but have not been voted. (Broker non-votes are
shares held by a broker for the owner, which the owner has not voted on a
proposal and the broker does not have the authority to vote on the proposal.)
Broker non-votes and abstentions will have the same effect as a "no" vote for
purposes of determining whether Proposal 1 has been approved.
If sufficient votes in favor of a proposal are not received by the date of
the Meeting, the persons named in the Proxy may propose and vote for one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require approval by the holders of a majority of the shares who
are present in person or by proxy.
PROXY SOLICITATION METHODS AND COSTS
Proxies will be solicited by mail, but may also be solicited by directors
and officers of the Fund and by employees of the Investment Manager or ALPS
Mutual Funds Services, Inc., by personal meetings, telephone and facsimile. The
Fund has also retained Shareholder Communications Corporation to assist with
proxy solicitation, at a cost of approximately $8,000. Solicitation costs will
be paid by the Fund. Banks, brokerage houses, and other custodians, nominees
and fiduciaries may forward soliciting material to beneficial owners of shares
entitled to vote at the Meeting, and the Fund will reimburse them for their
related out-of-pocket expenses.
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5.
GENERAL INFORMATION
DEADLINE FOR SUBMITTING PROPOSAL FOR NEXT YEAR'S MEETING
If the proposed reorganization of the Fund is not completed , the Fund's
next annual stockholder meeting is currently scheduled for March 31, 1999. Any
proposal a stockholder intends to present at the next annual meeting must be
received by the Secretary of the Fund at the Fund's principal office no later
than December 31, 1998, in order to be considered for inclusion in the Fund's
proxy statement and form of proxy for that meeting. Any such proposal must
satisfy all applicable federal and state legal requirements.
OTHER MATTERS
Management knows of no other business to be presented at the Meeting, but
if other matters properly do come before the Meeting, the persons named in the
Proxy will vote on them in accordance with their best judgment.
Debra L. Newman
President
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STONEBRIDGE GROWTH FUND, INC.
PROXY
ANNUAL MEETING OF STOCKHOLDERS - August 25, 1997
The undersigned stockholder of Stonebridge Growth Fund, Inc. hereby appoints
Craig B. Burger and Debra L. Newman, or either of them, proxies, each with full
power of substitution, to represent the undersigned at the Annual Meeting of the
Stockholders to be held at the Regency Club, 10900 Wilshire Blvd,Los Angeles,
California, on August 25, 1998 at 3:00 p.m. and at any adjournment thereof, and
to vote all shares of stock which the undersigned would be entitled to vote with
respect to the election of directors, upon the proposals set forth below and
upon other matters properly coming before the meeting. Such authority includes
the right, in the discretion of the proxies, and each of them, to cumulate votes
for the election of directors and thereby to distribute, in such proportion as
the proxies see fit, the votes represented by the proxy among the nine nominees
named below or any substitute person or persons nominated by the Board of
Directors for election to the Board.
Unless otherwise specified below, the undersigned's vote is to be cast FOR
proposals 1, 2 and 3.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. This
instrument must be signed by the registered holder(s). When signing as
attorney, administrator, trust or guardian, please give full title as such.
PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY IN THE ACCOMPANYING POSTPAID
ENVELOPE.
- ------------------------------------------
Signature(s)
- ------------------------------------------
Signature(s)
Date: , 1998
TO VOTE FILL IN BOX COMPLETELY. PLEASE INDICATE YOUR VOTE BELOW IN BLUE OR BLACK
INK. EXAMPLE: /X/
PROPOSAL 1: A proposal to reorganize the Fund into Stonebridge Funds Trust
FOR AGAINST ABSTAIN
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PROPOSAL 2: Election of nine (9) Directors to the Board of Directors:
INSTRUCTION: To cumulate votes, write the number of votes cast for each of the
nominees in the space following each of the nominees' names below, in accordance
with the instructions in the Proxy Statement. To withhold authority to vote for
any individual nominee, write that nominee's name below.
/ / FOR all nominees listed (with exceptions noted)
/ / WITHHOLD AUTHORITY to vote for all nominees listed
(1) Dr. John G. Ayer ___
(2) Richard C. Barrett ___
(3) Selvyn B. Bleifer ___
(4) Craig B. Burger ___
(5) Marvin Freedman___
(6) Charles F. Haas ___
(7) Debra L. Newman___
(8) William H. Taylor II ___
(9) Charles Woodhouse___
PROPOSAL 3: Ratification of the FOR AGAINST ABSTAIN
selection by the Board of Directors of
Hein + Associates as independent public
accountants for the current fiscal year
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