SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO. ______)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
PATHFINDER TRUST
(Name of Registrant as Specified in Its Charter)
__________________________________________
(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:
(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:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
PRELIMINARY - SUBJECT TO COMPLETION
PATHFINDER TRUST
P.O. BOX 75231
LOS ANGELES, CALIFORNIA 90075-0231
800-444-4778
______________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY ___, 2000
To our Shareholders:
Notice is hereby given that a Special Meeting of Shareholders of
PATHFINDER FUND (the "FUND"), the sole series of PATHFINDER TRUST (the
"TRUST"), will be held at 2:00 P.M., Los Angeles time, on January ____,
2000, at the offices of Pathfinder Advisers, Inc., 4023 West 6th Street,
Los Angeles, California 90020, for the following purposes:
1. To approve or disapprove the liquidation and termination of the
Fund and the Trust pursuant to the Plan of Liquidation attached to the
accompanying Proxy Statement as EXHIBIT A.
2. To consider and act upon any other business as may properly come
before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on December ___,
1999 are entitled to notice of and to vote at the meeting or any
adjournment thereof.
IT IS VERY IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING.
WHETHER OR NOT YOU EXPECT TO BE PRESENT, PLEASE COMPLETE, SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY CARD(S) IN THE ENCLOSED SELF-ADDRESSED,
STAMPED ENVELOPE. IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER
SOLICITATION, WE ASK YOUR COOPERATION IN MAILING YOUR PROXY CARD(S)
PROMPTLY.
Patricia L. Stephan
Secretary
Dated: December ___, 1999
<PAGE>
PATHFINDER TRUST
P.O. BOX 75231
LOS ANGELES, CALIFORNIA 90075-0231
800-444-4778
______________________________
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
JANUARY ___, 2000
This statement is furnished in connection with the solicitation by the
Board of Trustees of PATHFINDER TRUST (the "TRUST") of proxies to be voted
at the Special Meeting of Shareholders of PATHFINDER FUND (the "FUND") to
be held at 2:00 P.M., Los Angeles time, on January ____, 2000, at the
offices of Pathfinder Advisers, Inc., 4023 West 6th Street, Los Angeles,
California 90020, for the purposes set forth in the accompanying Notice of
Special Meeting. It is expected that this Proxy Statement and the
accompanying Notice of Special Meeting will be first mailed to shareholders
on or about December ___, 1999.
If the accompanying form(s) of proxy is executed properly and
returned, shares represented by it will be voted at the meeting in
accordance with the instructions thereon. However, if no instructions are
specified, shares will be voted FOR the Plan of Liquidation and according
to the best judgment of the proxy holders on all other matters. A proxy
may be revoked at any time prior to the time it is voted by written notice
to the Secretary of the Trust at the address shown above, by submission of
a subsequent proxy or by attendance at the meeting and voting in person.
In order to be approved by shareholders, the Plan of Liquidation must
be approved by the holders of a majority of the outstanding shares of the
Fund, defined in the Investment Company Act of 1940, as amended (the "1940
ACT"), as the lesser of (i) 67% of such shares present at the meeting if
holders of more than 50% of the outstanding shares are present in person or
by proxy, or (ii) more than 50% of the outstanding shares. A proxy may
indicate that all or a portion of the shares represented thereby are not
being voted with respect to a specific proposal. This could occur, for
example, when a broker is not permitted to vote shares held in street name
on certain proposals in the absence of instructions from the beneficial
owner. Shares that are not voted with respect to a specific proposal will
be considered as not present and entitled to vote on such proposal, even
though such shares will be considered present for purposes of determining a
quorum and voting on other proposals. Abstentions on a specific proposal
will be considered as present, but not as voting in favor of such proposal.
Because the proposal to approve or disapprove the Plan of Liquidation
requires the affirmative vote of a specified percentage of shares, both
the non-voting of shares and abstentions on that proposal will have the
effect of votes against that proposal.
At the close of business on the record date, December ____, 1999,
there were ______ shares of the Fund outstanding, each of which shares will
be entitled to one vote at the meeting. Pathfinder Advisers, Inc., the
Trust's investment adviser (the "MANAGER"), has informed the Trust that it
intends to vote all of its shares in favor of the Plan of Liquidation. At
the record date, the Manager owned _____% of the Fund's outstanding shares.
The cost of this solicitation will be borne by the Trust. The
solicitation will be largely by mail but may include, without cost to the
Trust, telephonic or oral communications by regular employees of the
Manager and by Unified Fund Services, Inc., the Trust's shareholder
servicing agent.
THE PROPOSED LIQUIDATION
(PROPOSAL NO. 1)
At a meeting held on December 3, 1999, the Board of Trustees of the
Trust unanimously determined that it is in the best interests of the Trust
and the Fund's shareholders to liquidate and terminate the Fund and the
Trust as promptly as practicable. At that meeting, the Trustees
unanimously adopted the Plan of Liquidation attached to this Proxy
Statement as EXHIBIT A (the "PLAN" or "PLAN OF LIQUIDATION"). As described
below, the Trustees' decision is based primarily on the small size of the
Fund and the effects of that size on the expenses of operating the Fund
relative to its income.
As described in more detail below, the Plan generally provides that,
promptly upon shareholder approval of the Plan, (i) the Trust will proceed
to sell or otherwise dispose of all of the assets of the Trust, (ii) the
Trust will pay or otherwise provide for the payment of all charges, taxes,
expenses and other liabilities and obligations of the Trust, and (iii) the
proceeds of the sale or other disposition of such assets remaining after
paying or providing for all of such liabilities and obligations will be
distributed to the shareholders of the Fund in proportion to the number of
shares of the Fund held by them, in one or more payments, all at such times
and in such manner as the officers of the Trust consider appropriate.
If approved at the meeting, it is anticipated that the liquidation
will be completed and the liquidating distribution(s) will be paid during
the first quarter of 2000. However, the exact
date(s) of the liquidating distribution(s) will depend on the time required
to liquidate the Trust's assets.
In order to be approved by shareholders, the Plan must be approved by
the holders of a majority of the outstanding shares of the Fund, defined in
the 1940 Act as the lesser of (i) 67% of such shares present at the meeting
if holders of more than 50% of the outstanding shares are present in person
or by proxy, or (ii) more than 50% of the outstanding shares. If the Plan
is not approved by shareholders, the Trustees will consider what action, if
any, should be taken in the interests of the Fund's shareholders, including
calling another special shareholders' meeting to reconsider the Plan or
another plan of liquidation, continued suspension of sales of Fund shares
or other possible alternatives.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
PLAN OF LIQUIDATION.
RIGHT OF REDEMPTION PENDING LIQUIDATION
Neither the adoption of the Plan by the Trustees or shareholders, nor
any of the transactions contemplated by the Plan, will have any effect on a
shareholder's right to redeem its shares, and the Fund will continue to
honor all redemption requests in accordance with its current Prospectus.
Accordingly, shareholders are not required to wait for the Plan to be
approved or for the Fund to be liquidated to redeem their shares.
The Fund will not, however, accept any additional investments in the
Fund from new or existing shareholders, except as a result of the
reinvestment of dividends and capital gains distributions on outstanding
shares.
BACKGROUND AND REASONS FOR THE LIQUIDATION
The Board of Trustees' decision to liquidate and terminate the Fund
and the Trust is based primarily on the small size of the Fund and the
effect of such size on the expenses of operating the Fund relative to its
income.
The net assets of the Fund have declined from a recent-year high of
approximately $3.8 million at October 31, 1997, to approximately $1.6
million at October 31, 1999. The Trustees attribute this decline
principally to the performance of the Fund during 1998, which resulted in
the Fund's performance lagging relative to its peer group and its benchmark
Russell 2000 Index, as well as the relative disfavor of small cap funds in
the current market environment and general consolidation in the investment
company industry. All of these factors have resulted in redemptions of
Fund shares and a failure to attract substantial new investors.
At the same time, the Fund's expenses, including among others, those
incurred in maintaining the Trust's status as a open-end investment
company, complying with SEC and state reporting requirements, and auditing
and legal fees, have not experienced a decline, as such expenses must be
incurred regardless of the number of shareholders or size of the Fund. As
a result, the Fund's ratio of expenses to average net asset (after fee
waivers and expense reimbursements by the Manager) rose from 1.37% at
October 31, 1997 to 2.5% at April 30, 1999. The Fund's expense ratio was
maintained at 2.5% due to voluntary fee waivers and expense reimbursements
by the Manager. However, later during 1999, the Manager ceased this
voluntary arrangement and, at October 31, 1999, the expense ratio had risen
to ___%. The Manager has advised the Trustees that it would not again
begin to reimburse or otherwise bear the operating expenses of the Fund in
the future. Because it would take a substantial rise in the Fund's net
assets and the number of shareholders investing in the Fund to materially
decrease the expense ratio, it is not expected that the expense ratio would
decrease in the near future.
The Trustees considered various alternatives, including the possible
combination of the Fund with another unaffiliated mutual fund but, after
inquiries made, concluded that finding a viable merger partner was
unlikely. The Trustees ultimately determined at their December 3, 1999
meeting that liquidation and termination of the Fund and the Trust were in
the best interests of the Trust and the Fund's shareholders. Among other
things, the Trustees determined that the proposed liquidation will permit
the Fund's shareholders to invest the distributions they receive upon the
Fund's liquidation in investment vehicles of their own choice.
PLAN OF LIQUIDATION
The following is a summary of the material features of the Plan of
Liquidation and does not purport to be complete. A copy of the complete
Plan is attached to this Proxy Statement as EXHIBIT A.
The Plan provides that, immediately upon shareholder approval of the
Plan, the Trust will cease to conduct business except for the purpose of
winding up its affairs and otherwise carrying out the terms of the Plan.
The Trust will then proceed to sell or otherwise dispose of all of the
assets of the Trust, at such times and in such manner as the officers of
the Trust consider appropriate. The Manager will supervise and manage the
sale of the Fund's portfolio securities.
The Trust will also pay or otherwise provide for the payment of all
charges, taxes, expenses and other liabilities and obligations of the
Trust, at such times and in such manner as the officers of the Trust
consider appropriate. Pursuant to a letter agreement with the Trust, dated
December 3, 1999, the Manager has agreed to assume all known liabilities
and obligations of the Trust that have not been paid or discharged prior to
the date of the final liquidating distribution, as well as any unknown or
contingent liabilities of the Trust. Among the obligations to be assumed
by the Manager would be the obligations of the Trust to indemnify its
Trustees and officers to the fullest extent permitted by law under the
Trust's Master Trust Agreement, if indemnifiable claims are made.
Pursuant to the Plan, upon the liquidation of the Trust's assets as
described above, the proceeds of the sale or other disposition of such
assets remaining after paying or providing for all of its charges, taxes,
expenses and other liabilities and obligations, will be distributed to the
shareholders of the Fund in proportion to the number of shares of the Fund
held by them and recorded on the books of the Trust in one or more
payments, all at such times and in such manner as the officers of the Trust
consider appropriate. Pursuant to the Trust's letter agreement with the
Manager, any assets that have not been sold for cash (I.E., prepaid
expenses, non-refundable deposits, etc.) or liabilities that have not been
paid or discharged (I.E., accrued expenses, etc.) at the time of the final
liquidating distribution will be distributed to the Manager in respect of
its shares in the Fund. For this purpose, all of such assets and
liabilities, if any, will be valued at the amount recorded on the books of
the Fund immediately prior to the payment of the final distribution.
The Plan provides that all expenses of carrying out the Plan will be
borne by the Trust, whether or not the liquidation is effected. The Plan
authorizes the officers of the Trust to establish reserves, as they deem
appropriate, to provide for the payment of such expenses and to meet any
other liabilities and obligations of the Trust, and all amounts in such
reserves will be deducted from the net assets of the Fund distributable to
shareholders. At its December 3, 1999 meeting, the Board of Trustees
established a reserve in the amount of $25,000, which is estimated to cover
the legal, accounting, printing and other expenses associated with the
liquidation and the related shareholders' meeting. This reserve was
charged against the net assets of the Fund on December 6, 1999. The Board
determined that this reserve was in the best interests of the Fund's
shareholders because it resulted in those expenses being allocated
proportionately among all shareholders as of that date.
Pursuant to the Plan, the Trust will make all filings with, and obtain
all approvals of, governmental authorities as may be required in connection
with the Plan or the termination of the Trust generally including, without
limitation, the Securities and Exchange Commission and the Commonwealth of
Massachusetts or any agency thereof. As soon as practicable after the
final liquidating distribution, the officers of the Trust will close the
books of the Trust and prepare and file all required income tax returns and
other documents. Promptly thereafter, the Trust will be statutorily
terminated under Massachusetts law and will cease to exist, and no
shareholder will have any interest whatsoever in the Trust.
The Trustees may amend or terminate the Plan at any time, before or
after shareholder approval, if they determine that such action would be
advisable and in the best interests of the Trust and the Fund's
shareholders.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
THE PAYMENT OF LIQUIDATING DISTRIBUTIONS TO SHAREHOLDERS WILL BE A
TAXABLE EVENT. BECAUSE THE INCOME TAX CONSEQUENCES FOR A PARTICULAR
SHAREHOLDER MAY VARY DEPENDING ON INDIVIDUAL CIRCUMSTANCES, EACH
SHAREHOLDER IS URGED TO CONSULT ITS OWN TAX ADVISERS CONCERNING THE
FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF RECEIPT OF A LIQUIDATING
DISTRIBUTION.
The following discussion is a summary of the material United States
federal income tax consequences of the proposed liquidation to certain
shareholders and does not purport to be a complete analysis or listing of
all potential tax considerations or consequences relevant to a decision
whether to vote in favor of the liquidation. The discussion does not
address all aspects of federal income taxation that may apply to
shareholders in light of their status or personal investment circumstances,
nor does it address the federal income tax consequences of the liquidation
that may apply to shareholders subject to special federal income tax
treatment, including corporations, trusts, estates, tax-exempt
organizations, non-resident aliens or dealers in securities. In addition,
the discussion does not address the effect of any applicable state, local
or foreign tax laws. The discussion assumes that shares are held as
capital assets within the meaning of Section 1221 of the Internal Revenue
Code of 1986, as amended (the "CODE").
As discussed above, pursuant to the Plan, the Fund will sell its
assets and distribute the proceeds to its shareholders. The Fund currently
qualifies, and intends to continue to qualify through the end of the
liquidation period, for treatment as a regulated investment company under
the Code, so that it will not be taxed on any of its net income from the
sale of its assets.
However, the payment of liquidating distributions to shareholders will
be a taxable event. A liquidating distribution, to the extent it is
composed of net investment company taxable income and capital gains net
income, if any, will be taxable to the shareholders as ordinary income or
as capital gains income, respectively. Each shareholder will be viewed as
having sold its Fund shares for an amount equal to the liquidating
distribution(s) he or she receives. Each shareholder will recognize gain
or loss in an amount equal to the difference between the shareholder's
adjusted tax basis in the Fund shares, and the aggregate liquidating
distribution(s) received by such shareholder. The gain or loss will be
capital gain or loss to the shareholder if the Fund shares were capital
assets in the shareholder's hands. If the shares have been held for more
than twelve months, the gain or loss will constitute long-term capital gain
or loss. For shares held one year or less, the gain or loss will
constitute a short-term capital gain or loss. To the extent that any
portion of the liquidating distribution is paid from the Fund's current or
accumulated earnings and profits, the distribution will be taxable to
shareholders as an ordinary income dividend or, if paid from net capital
gains, a capital gain dividend. Shareholders will be notified of their
respective shares of ordinary and capital gain dividends for the Fund's
final fiscal year in normal tax-reporting fashion. Amounts included in
income as dividends will increase a shareholder's adjusted tax basis in the
shareholder's shares for purposes of computing gain or loss on the receipt
of the liquidating distribution.
The Trust generally will be required to withhold tax at the rate of
31% with respect to any liquidating distribution paid to individuals and
certain other non-corporate shareholders who have not previously certified
to the Trust that their social security number or taxpayer identification
number provided to the Trust is correct and that the shareholder is not
subject to backup withholding.
IRA ACCOUNTS. The receipt of a liquidating distribution by an IRA
that holds shares of the Fund generally would not be viewed as a taxable
event to the owner. However, some IRAs that hold shares may have been
established with custodians who do not have the power to reinvest the
liquidating distribution, but instead must immediately distribute such
amounts to the IRA owner. In this situation, the distribution would be
taxable to the owner for federal income tax purposes and, if the owner has
not attained the age of 59 1/2 , would also be subject to an additional
10% early withdrawal penalty tax. However, in that circumstance, the owner
may be able to avoid a taxable event by either (i) transferring the IRA
account balance before it is distributed directly to another IRA custodian
or trustee, or (ii) rolling over the distribution within 60 days after the
date of the distribution to another IRA. An IRA may be rolled over only
once in any one-year period. Therefore, a rollover will not be an
available alternative if the IRA was rolled over at any time within the
one-year period preceding the date of the distribution. IRA shareholders
who do not wish to roll over their liquidating distributions, or who have
rolled over their IRA during the previous year, may contact the Fund's
shareholder servicing agent, Unified Fund Services, Inc., at (800) 207-
0760, to make other arrangements for the transfer of their IRA. There are
many rules governing IRAs and the transfer and rollover of IRA assets. In
addition, tax results may vary depending on the status of the IRA owner.
Therefore, owners of IRAs should consult with their own tax advisers
concerning the consequences of the liquidating distribution.
Again, the foregoing summary is generally limited to the material
federal income tax consequences to shareholders who are individual United
States citizens and who hold shares as capital assets. It does not address
the federal income tax consequences to shareholders who are, for example,
corporations, trusts, estates, tax-exempt organizations, non-resident
aliens or dealers in securities. This summary does not address state or
local tax consequences. Shareholders are urged to consult their own tax
advisers to determine the extent of the federal income tax liability they
would incur as a result of receiving a liquidating distribution, as well as
any tax consequences under any applicable state, local or foreign laws.
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table provides certain information as of December ___,
1999, with respect to those persons known to the Trust to be the beneficial
(and record) owners (having sole voting and dispositive power) of more than
5% of outstanding shares of the Fund:
NAME AND ADDRESS NUMBER PERCENT
OF BENEFICIAL OWNER OF SHARES OF SHARES
[TO BE COMPLETED AS OF RECORD DATE.]
At December ____, 1999, Edwin R. Bernstein, the President of the
Trust, beneficially owned ________ shares, or ____% of the outstanding
shares of the Fund (including the shares listed in the table above as owned
by the Manager, which are attributable to Mr. Bernstein due to his control
of the Manager). At that date, no other Trustee or officer of the Trust
beneficially owned more than 1% of the outstanding shares of the Fund, and
all Trustees and officers of the Trust, as a group, beneficially owned
________ shares, or ___% of the outstanding shares of the Fund. All of the
Trust's Trustees and officers have informed the Trust that they intend to
vote all of their shares in favor of the Plan of Liquidation.
INFORMATION ABOUT THE TRUST
GENERAL
The Trust is a Massachusetts business trust registered as an open-end
management investment company under the 1940 Act. The Trust and its
business are described in its Prospectus and Statement of Additional
Information, each dated November 30, 1998, and in its most recent annual
and semi-annual reports. A copy of the Fund's Annual Report for the fiscal
year ended October 31, 1999 [ACCOMPANIES THIS PROXY STATEMENT] [WILL BE
MAILED TO SHAREHOLDERS ON OR PRIOR TO DECEMBER 31, 1999].
COPIES OF THE FUND'S MOST RECENT ANNUAL REPORT, AND THE MOST RECENT
SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF ANY, ARE AVAILABLE,
WITHOUT CHARGE, BY CONTACTING THE FUND AT P.O. BOX 75231, LOS ANGELES,
CALIFORNIA 90075-0231, ATTENTION: PATRICIA L. STEPHAN, OR BY CALLING (800)
444-4778.
At the close of business on December 3, 1999, the date preceding the
public announcement of the proposed liquidation, the Fund's net assets were
$1,618,707, and its net asset value per share was $8.06.
The Trust is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated by any governmental authorities.
MANAGEMENT
The Trust's investment adviser is Pathfinder Advisers, Inc., 4023 West
6th Street, Los Angeles, California 90020. The Trust's shareholder
servicing agent, transfer agent, fund accounting agent and administrator is
Unified Fund Services, Inc., 431 North Pennsylvania Street, Indianapolis,
Indiana 46204. The Trust acts as its own distributor.
OTHER MATTERS
No business other than as set forth herein is expected to come before
the meeting, but should any other matter requiring a vote of shareholders
properly arise, including any question as to an adjournment of the meeting,
the persons named in the enclosed form(s) of proxy will vote thereon
according to their best judgment in the interests of the Trust.
SHAREHOLDER PROPOSALS
The Trust does not hold annual or regular meetings of shareholders. A
shareholder proposal intended to be presented at any subsequent meeting of
the shareholders of the Trust must be received by the Trust a reasonable
time before the Board of Trustees makes the solicitation relating to such
meeting in order to be included in the Trust's proxy statement and forms of
proxy relating to that meeting.
Patricia L. Stephan
Secretary
Dated: December ___, 1999
<PAGE>
EXHIBIT A
PLAN OF LIQUIDATION
THIS PLAN OF LIQUIDATION (the "PLAN") is adopted by the Board of
Trustees of PATHFINDER TRUST, a Massachusetts business trust (the "TRUST"),
and provides for the complete liquidation and termination of the Trust and
its PATHFINDER FUND series of shares (the "FUND"), which is the sole series
of the Trust.
1. SHAREHOLDER APPROVAL.
This Plan shall be submitted for approval by the shareholders of the
Fund, at a special meeting of shareholders to be called and held for such
purpose in accordance with the Trust's Master Trust Agreement, as amended.
2. TERMINATION OF BUSINESS OPERATIONS.
Immediately upon shareholder approval of this Plan, the Trust shall
cease to conduct business except for the purpose of winding up its affairs
and otherwise carrying out the terms of this Plan. The liquidation of the
Trust contemplated hereby shall be completed as soon as practicable after
the date of such approval.
3. LIQUIDATION OF ASSETS.
As soon as practicable after shareholder approval of this Plan, the
Trust shall proceed to sell or otherwise dispose of all of the assets of
the Trust, at such times and in such manner as the officers of the Trust
shall consider appropriate, in order to reduce the assets of the Trust to
distributable form in cash, securities or other property, or any
combination thereof. The Fund's investment adviser, Pathfinder Advisers,
Inc. (the "MANAGER"), shall supervise and manage the sale of the Fund's
portfolio securities.
4. PAYMENT OF LIABILITIES.
The Trust shall pay or otherwise provide for the payment of all
charges, taxes, expenses and other liabilities and obligations of the
Trust, at such times and in such manner as the officers of the Trust shall
consider appropriate. All known liabilities and obligations of the Trust
that have not been paid or discharged prior to the date of the final
liquidating distribution, as well as any unknown or contingent liabilities
of the Trust, shall be assumed by the Manager in accordance with its
agreement with the Trust.
<PAGE>
5. EXPENSES; RESERVES.
The expenses of carrying out this Plan shall be borne by the Trust,
whether or not the liquidation contemplated hereby is effected. The
officers of the Trust may establish reserves, as they deem appropriate, to
provide for the payment of such expenses and to meet any other liabilities
and obligations of the Trust, and all amounts in such reserves shall be
deducted from the net assets of the Fund distributable to shareholders as
provided for herein.
6. DISTRIBUTIONS TO SHAREHOLDERS.
Upon the liquidation of the Trust's assets as aforesaid, the proceeds
of the sale or other disposition of such assets remaining after paying or
providing for all of its charges, taxes, expenses and other liabilities and
obligations, shall be distributed to the shareholders of the Fund in
proportion to the number of shares of the Fund held by them and recorded on
the books of the Trust in one or more payments, all at such times and in
such manner as the officers of the Trust shall consider appropriate.
7. FILINGS; ETC.
The Trust shall make all such filings, notices and declarations with,
and use all reasonable commercially reasonable efforts to obtain all such
consents, approval or authorizations of, all governmental authorities as
may be required in connection with this Plan or the termination of the
Trust generally including, without limitation, the Securities and Exchange
Commission and the Commonwealth of Massachusetts or any agency thereof.
8. MISCELLANEOUS.
(a) The Trustees may modify, amend or terminate this Plan and the
transactions contemplated hereby at any time, before or after shareholder
approval, if they determine that such action would be advisable and in the
best interests of the Trust and the shareholders of the Fund.
(b) The Trustees and officers of the Trust shall have authority to
execute and deliver on behalf of the Trust and the Fund any and all such
agreements, instruments, certificates or other documents, make such filings
and give such notices, and take any and all such other actions, as they may
deem necessary or desirable to consummate and make effective the
transactions contemplated by this Plan, and otherwise to implement the
intents and purposes of this Plan (including, without limitation, the
execution and filing of all tax returns, forms and other documents).
(c) This Plan shall be governed and construed in accordance with the
laws of the Commonwealth of Massachusetts.
<PAGE>
PATHFINDER TRUST
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
I, the undersigned shareholder of PATHFINDER FUND (the "Fund"), hereby
appoint Edwin R. Bernstein and Patricia L. Stephan, or either of them
singly, my proxies with full power of substitution, to vote all shares of
the Fund which I am entitled to vote at the Special Meeting of Shareholders
to be held at 2:00 P.M., Los Angeles time, on January ____, 2000, at the
offices of Pathfinder Advisers, Inc., 4023 West 6th Street, Los Angeles,
California 90020, and at any adjournment thereof, as follows:
1. Proposal to approve or disapprove the liquidation and termination of
the Fund and the Trust pursuant to the Plan of Liquidation.
[ ]FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion on any other matters that may properly come before
the meeting or any adjournment thereof.
(Continued and to be signed on the other side)
(Continued from other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
SPECIFIED HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE VOTED FOR
THE PLAN OF LIQUIDATION AND ACCORDING TO THE BEST JUDGMENT OF THE PROXY
HOLDERS ON ALL OTHER MATTERS.
Please sign exactly as name appears below. When shares are held by
two or more persons, all of them should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by a duly
authorized officer. If a partnership, please sign in partnership name by
authorized person. Receipt of Notice of Special Meeting of Shareholders
and Proxy Statement is hereby acknowledged.
Signature Signature if Held Jointly
Dated: __________________, 2000
Please mark, sign, date and return this
proxy card promptly using the enclosed
envelope.
