<PAGE> 1
PRELIMINARY PROXY MATERIAL
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. )
/X/ Filed by the Registrant
/ / Filed by a Party other than the Registrant
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential for Use of the Com-
mission 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
Overland Express Funds, Inc.
- --------------------------------------------------------------------------------
(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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid: $125
- --------------------------------------------------------------------------------
/ / 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> 2
PRELIMINARY PROXY MATERIAL
IMPORTANT NOTICE: PLEASE COMPLETE THE
ENCLOSED PROXY BALLOT AND RETURN IT AS SOON AS POSSIBLE.
FOR YOUR CONVENIENCE, YOU MAY VOTE BY CALLING SHAREHOLDER
COMMUNICATIONS CORP. ("SCC") TOLL-FREE AT 1-800-733-8481, EXT. 460
FROM 6:00 A.M. TO 8:00 P.M. PACIFIC TIME. YOU MAY
ALSO VOTE BY FAXING YOUR
PROXY BALLOT TO SCC AT 1-800-733-1885.
A CONFIRMATION OF YOUR TELEPHONE OR TELEFACSIMILE
VOTE WILL BE MAILED TO YOU.
OVERLAND EXPRESS FUNDS, INC.
111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201
December ___, 1995
Dear Shareholder of the Strategic Growth Fund:
We are pleased to invite you to a Special Meeting of Shareholders
of the Strategic Growth Fund (the "Fund") of Overland Express Funds, Inc. (the
"Company") to be held on Tuesday, January 30, 1996. At the Special Meeting,
shareholders will be asked to approve a reorganization of the Fund to a
master/feeder structure (the "Reorganization").
1. The Company is requesting shareholder approval of a
proposed Reorganization of the Fund into a master/feeder structure, which your
Board of Directors believes offers significant potential benefits to
shareholders. Under this structure, the Fund will become a feeder fund and
will invest all of its assets in a corresponding, newly established Master
Portfolio. The Reorganization will not result in any changes to the Fund's
investment objectives. Initially, overall expense levels may increase
slightly, although Wells Fargo Bank has agreed to absorb the additional
expenses for at least one year after the Reorganization. An eventual reduction
in fee levels is the principal potential benefit of the proposed
Reorganization.
THE COMPANY'S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THIS PROPOSED
REORGANIZATION AND RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL.
The formal Notice of Special Meeting, a Proxy Statement and a
Proxy Ballot are enclosed. Whether or not you intend to attend the Special
Meeting, please complete and return your Proxy Ballot. You may vote by proxy
in any of three ways:
1. Mark, sign, date and return the enclosed Proxy Ballot in
the enclosed postage-paid envelope; or
2. Vote by telephone by calling SCC toll-free at
1-800-733-8481, Ext. 460 from 6:00 a.m. to 8:00 p.m.
(Pacific time) (a confirmation of your telephone vote will
be mailed to you); or
3. Mark, sign, date and fax the enclosed Proxy Ballot to SCC
at 1-800-733-1885 (a confirmation of your telefacsimile
vote will be mailed to you).
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF
SHARES THAT YOU OWN. PLEASE VOTE BY RETURNING YOUR PROXY BALLOT TODAY, EITHER
IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE AT 1-800-733-1885,
OR BY CALLING SCC TOLL-FREE AT 1-800-733-8481, EXT. 460.
<PAGE> 3
PRELIMINARY PROXY MATERIAL
If you have any questions regarding the enclosed materials or the
Special Meeting, please call Overland Express Funds Shareholder Services at
1-800-572-7797. We look forward to receiving your vote very soon.
Sincerely,
---------------------------
R. Greg Feltus
President and Chairman
of the Board
2
<PAGE> 4
PRELIMINARY PROXY MATERIAL
OVERLAND EXPRESS FUNDS, INC.
111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201
1-800-572-7797
- --------------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
STRATEGIC GROWTH FUND
TO BE HELD ON JANUARY 30, 1996
- --------------------------------------------------------------------------------
To the Shareholders of the STRATEGIC GROWTH FUND (the "Fund") of Overland
Express Funds, Inc. (the "Company"):
PLEASE TAKE NOTE that a SPECIAL MEETING OF SHAREHOLDERS (the
"Special Meeting") of the Fund will be held on Tuesday, January 30, 1996 at
11:00 a.m. (Central time) at the Company's principal executive office, 111
Center Street, Little Rock, Arkansas 72201.
The Special Meeting is being called for the following purpose:
1. To consider approval of the proposal to reorganize the Fund
into a master/feeder structure, with amendments to certain
fundamental investment restrictions to permit the Fund to
invest all of its assets in another investment company (as
set forth in the accompanying Proxy Statement and Appendix
thereto) (the "Reorganization").
This proposal and any other matters that are properly raised at,
or are incident to the conduct of, the Special Meeting may be considered either
at the Special Meeting or any adjournment thereof, including any adjournment
necessary to obtain requisite quorums and/or approvals.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
The Board of Directors of the Company has fixed the close of
business on December 15, 1995 as the record date for the determination of Fund
shareholders entitled to receive notice of and to vote at the Special Meeting
or at any adjournment thereof. The enclosed Proxy Statement contains further
information regarding the Special Meeting and the proposals to be considered.
YOUR PROXY IS VERY IMPORTANT TO US. SIGNED BUT UNMARKED PROXY BALLOTS WILL BE
COUNTED IN DETERMINING WHETHER A QUORUM IS PRESENT AND (EXCEPT FOR BROKER
"NON-VOTES" AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT) WILL BE VOTED IN
FAVOR OF THE PROPOSAL AND IN THE DISCRETION OF THE PROXY AGENTS AS TO OTHER
MATTERS THAT MAY COME PROPERLY BEFORE, OR ON MATTERS INCIDENT TO THE CONDUCT
OF, THE SPECIAL MEETING. Whether or not you intend to attend the Special
Meeting in person, please return your Proxy Ballot. You may vote in any one of
the following three ways:
1. Mark, sign, date and return the enclosed Proxy Ballot in
the enclosed postage-paid envelope; or
2. Vote by telephone by calling SCC toll-free at
1-800-733-8481, Ext. 460 from 6:00 a.m. to 8:00 p.m.
(Pacific time) (a confirmation of your telephone vote will
be mailed to you); or
3. Mark, sign, date and fax the enclosed Proxy Ballot to SCC at
1-800-733-1885 (a confirmation of your telefacsimile vote
will be mailed to you).
By Order of the Board of Directors
Richard H. Blank, Jr.
Secretary
December ____, 1995
<PAGE> 5
PRELIMINARY PROXY MATERIAL
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS
OF THE NUMBER OF SHARES THAT YOU OWN.
PLEASE VOTE BY MAIL, TELEPHONE
OR TELEFACSIMILE IMMEDIATELY.
2
<PAGE> 6
PRELIMINARY PROXY MATERIAL
PROXY STATEMENT
DECEMBER _____, 1995
SPECIAL MEETING OF SHAREHOLDERS
STRATEGIC GROWTH FUND
OF
OVERLAND EXPRESS FUNDS, INC.
111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201
1-800-572-7797
INTRODUCTION
This Proxy Statement is being furnished to shareholders of the
Strategic Growth Fund (the "Fund") of Overland Express Funds, Inc. (the
"Company") in connection with the solicitation of proxies by the Company's
Board of Directors to be used at a Special Meeting of Shareholders (the
"Special Meeting"), and at any adjournment thereof, to be held on Tuesday,
January 30, 1996 beginning at 11:00 a.m. (Central time) at the Company's
principal office, 111 Center Street, Little Rock, Arkansas 72201. Your proxy
is being solicited for the purposes set forth below and in the accompanying
Notice of Special Meeting.
Shareholders of record of the Fund at the close of business on
December 15, 1995 (the "Record Date") are entitled to notice of and to vote at
the Special Meeting or any adjournment thereof. As of the Record Date, there
were [ ] outstanding shares of the Strategic Growth Fund. This
Proxy Statement is first being mailed to shareholders on or about December
____, 1995. The Company will furnish, without charge, a copy of its annual
report and most recent semi-annual report upon request directed to the Company
at its principal executive office or by calling the Company at 1-800-572-7797.
If, by the time scheduled for the Special Meeting, a quorum is not
present or if a quorum is present but sufficient votes in favor of the Proposal
are not received, the persons named as proxy agents may propose one or more
adjournments of the Special Meeting to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of a majority of the
shares present in person or by proxy at the session of the Special Meeting to
be adjourned.
PROPOSAL
The Special Meeting has been called for the principal purpose of
considering the following Proposal. The Proposal is a reorganization of the
Company's Fund, as described in more detail below (the "Reorganization"). If
the Reorganization is approved in all respects, the Fund will invest in a
corresponding portfolio of another open-end management investment company whose
investment objective, policies and restrictions will be the same as those of
the Fund (such portfolio is referred to as a "Master Portfolio").
Your Board of Directors recommends that you vote FOR the
Reorganization and related amendments to the Fund's fundamental investment
policies.
SUMMARY OF PROPOSAL
Q. WHY IS THE REORGANIZATION BEING RECOMMENDED?
A. The purpose of the Reorganization is to provide the Fund with the
opportunity to achieve certain benefits associated with a larger asset
base. It is anticipated that the Master Portfolio will be available
indirectly through other mutual funds and similar collective investment
vehicles to a broad range of investors. Any significant increase in
assets should provide various benefits to Fund shareholders.
Specifically, higher asset levels at the Master Portfolio level should
enable the Master Portfolio to spread advisory and custody fees, as well
as certain fixed third-party expenses, over a larger asset base, thereby
reducing per-share expense levels. Reductions in per-share expense
levels should have a favorable impact on the total return of the Fund. A
larger asset base also could benefit portfolio management by permitting
larger individual portfolio investments, which should result in reduced
transaction costs and/or more favorable pricing.
1
<PAGE> 7
PRELIMINARY PROXY MATERIAL
Q. HOW WILL THE REORGANIZATION AFFECT OVERALL FEES AND EXPENSES?
A. The Reorganization will not result in any changes to the Fund's
investment objective. Initially, overall expense levels may increase
slightly, although Wells Fargo Bank has agreed to absorb the additional
expenses for at least one year after the Reorganization. An eventual
reduction in fee levels is the principal potential benefit of the
proposed Reorganization. The Reorganization will involve restructuring
of the payment of certain customary fees and expenses, such as advisory
and custody fees and expenses, to the corresponding Master Portfolio
level.
Q. IS THERE ANY SALES LOAD, SALES CHARGE, COMMISSION OR OTHER TRANSACTIONAL
FEE IMPOSED IN CONNECTION WITH THE REORGANIZATION?
A. No. The transfer of Fund assets to the corresponding Master Portfolio
will be effected without any sales load, sales charge, commission or
other transactional fee being imposed.
PROPOSAL 1
TO CONSIDER APPROVAL OF THE PROPOSAL TO REORGANIZE THE FUND
REORGANIZATION TO INVEST FUND ASSETS IN CORRESPONDING MASTER PORTFOLIO
The Board of Directors of the Company is asking shareholders of
the Fund to authorize the exchange of the Fund's investable assets (securities
and cash) for a beneficial interest in the Capital Appreciation Master
Portfolio (the "Master Portfolio") having the same investment objective,
policies and restrictions as the Fund. The Master Portfolio is one of a newly
formed series of an existing open-end management investment company, Master
Investment Trust ("MIT" or the "Trust"). After the Reorganization, the only
investment securities that will be held by the Fund will be the interests in
the Master Portfolio. Wells Fargo Bank, which presently serves as the Fund's
adviser, will serve as investment adviser to the Master Portfolio. The Fund
will no longer directly engage an adviser to manage its assets because all of
its investable assets will be invested in the Master Portfolio. The current
portfolio manager, however, will manage the assets of the Master Portfolio. If
this Proposal is approved by the Fund's shareholders, the Reorganization is
expected to occur as of February 15, 1996 or as promptly as practicable
thereafter following the Special Meeting.
Under this proposed operating structure, which is known as a
master/feeder structure (the Fund being known as a "feeder" and the Master
Portfolio as a "master"), the Fund will pursue its existing investment
objective through investment in the Master Portfolio, rather than through
direct investments in securities. The Master Portfolio in turn will invest in
securities of the same type and in accordance with the same objective, policies
and restrictions of the Fund. Shareholders will continue to hold shares of the
Fund, and the Fund will hold interests in the Master Portfolio. The value of a
shareholder's investment in the Fund will be the same immediately after the
Fund's investment in the Master Portfolio as immediately before that
investment. Of course, the value of a shareholder's investment in the Fund
will fluctuate thereafter, based on the investment performance of the Master
Portfolio. The investment experience of the Fund will be based directly upon
the investment experience of the Master Portfolio. After the Reorganization,
fees and expenses will be restructured between the Fund and Master Portfolio,
with advisory and custodial fee and expense obligations being transferred to
the Master Portfolio level and distribution, transfer agency and shareholder
servicing fee obligations being retained at the Fund level. Initially, overall
expense levels may increase slightly, as a result of the Master Portfolio
incurring additional minimal miscellaneous expense, but Wells Fargo Bank has
agreed to absorb such expenses for at least one year following the
Reorganization. Fund shareholders will have no appraisal rights, since the
proposed Reorganization will involve no exchange of their securities for other
securities. Of course, Fund shareholders may still redeem their shares at any
time before, during or after the Reorganization.
The Master Portfolio constitutes one portfolio of a series in MIT,
which is organized as a Delaware business trust. The Master Portfolio has been
established to serve as the investment portfolio for various investors,
including collective investment vehicles, that have the same investment
objective and policies as the Master Portfolio. These vehicles may include,
among other types of investors, registered mutual funds and private or
off-shore investment funds. Other mutual funds that may invest in the Master
Portfolio may have different expenses and, therefore, different yields/returns
than the Fund. The interests in MIT's Master Portfolio are not available for
purchase directly by members of the general public. The Strategic Growth Fund
of Overland Express Funds, Inc., which is a registered management investment
company organized as a Maryland corporation, will invest in MIT's Master
Portfolio. The Overland Sweep, Short-Term Government-Corporate Income, and
Short-Term Municipal Income Funds of Overland Express Funds, Inc., another
registered investment company, currently invest in other corresponding Master
Portfolios of MIT.
2
<PAGE> 8
PRELIMINARY PROXY MATERIAL
INVESTORS
As of June 30, 1995, the total net assets of the Strategic Growth
Fund were approximately $57,892,286. The Company was organized as a Maryland
corporation on April 27, 1987 and currently offers shares of twelve series,
including the Fund. As of the same date, the Master Portfolio of the Trust had
not yet commenced operations and had no assets. The Trust was organized under
Delaware law on September 23, 1991, and its first Master Portfolio commenced
operations on October 1, 1991.
COMPARATIVE EXPENSES
Following are tables showing the actual fees and expenses of the
Fund for the semi-annual period ended June 30, 1995, and a pro forma adjustment
thereof, assuming that the Fund had invested all of its investable assets in
the Master Portfolio for the entire period then ended. The pro forma
adjustment assumes that: (i) there were no holders of interests in the Master
Portfolio other than the Fund; and (ii) the average daily net assets of the
Master Portfolio during the period was equal to the actual average daily net
assets of the Fund during the period. All amounts are annualized and reflect
certain fee waivers and/or expense reimbursements as more fully described
below.
STRATEGIC GROWTH FUND
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1995
<TABLE>
<CAPTION>
Actual Pro Forma
-------------------- ----------------------------------------------------
Fund Master Totals
---- ------ ------
Class A Class D Class A Class D Portfolio Class A Class D
------- ------- ------- ------- --------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Annual Fund Operating Expenses
Investment advisory fee ...... 0.40% 0.40% none none 0.40% 0.40% 0.40%
12b-1 fee .................... 0.25% 0.75% 0.25% 0.75% none 0.25% 0.75%
Administrative fee ........... 0.15% 0.15% 0.15% 0.15% none 0.15% 0.15%
Servicing fee ................ none 0.25% none 0.25% none none 0.25%
Other expenses ............... 0.45% 0.45% 0.45% 0.45% none 0.45% 0.45%
----- ----- ----- ----- ---- ----- -----
Total Fund Operating Expenses 1.25% 2.00% 0.85% 1.60% 0.40% 1.25% 2.00%
</TABLE>
The fees and expenses are described more fully in the Prospectus
for the Fund, and the following discussion is qualified by reference thereto.
The investment advisory fees for the Fund are effective fees based on the
Fund's total net assets at the time of calculation. Wells Fargo Bank, as
investment adviser, is entitled to receive compensation from the Fund for its
investment advisory services as follows: a monthly advisory fee at the annual
rate of 0.50% of the Fund's average daily net assets. Custody fees are paid to
Wells Fargo Bank at the annual rate of 0.0167% of the Fund's average daily net
assets. From time to time, Wells Fargo Bank may waive all or a part of such
fees or reimburse certain expenses to the Fund. Any such waiver or
reimbursement will reduce the Fund's expenses and, accordingly, have a
favorable impact on the Fund's total return. There can be no assurances,
however, that such waivers or reimbursements will occur.
The fee summaries above reflect voluntary fee waivers and/or
expense reimbursements by Wells Fargo Bank and Stephens for the year ending
December 31, 1995, as adjusted to June 30, 1995, and, with respect to the
Master Portfolio, for the one-year period ending after the consummation of the
Reorganization. Absent such fee waivers and expense reimbursements, the
percentages shown above under "Investment Advisory Fees," "Other Expenses" and
"Total Fund Operating Expenses" would have been as follows: as of May 1, 1995,
as supplemented on September 29, 1995 and October 17, 1995, with respect to the
Class A Shares, 0.50%, 0.80% and 1.55%, respectively. Absent such waivers and
reimbursements, these percentages, with respect to Class D Shares, would have
been 0.50%, 0.98% and 2.23%, respectively. As of June 30, 1995, the Strategic
Growth Fund waived fees of $31,286 and reimbursed $0 for expenses.
The Fund would be able to withdraw its investment in the Master
Portfolio at any time if the Company's Board of Directors were to determine
that to do so would be in the best interests of the Fund and the Fund's
shareholders. Upon any such withdrawal, the Board of Directors would consider
what action might be taken, including the investment of all of the investable
assets of the Fund in another pooled investment vehicle.
The proposed transfer of assets of the Fund is expected to have no
tax consequences for the Fund or its shareholders. The Fund intends to
continue to qualify for treatment as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended. In each taxable
year the Fund so qualifies, it will be relieved of federal income tax on that
part of its investment company taxable income that is distributed to
shareholders. The Master Portfolio intends to be treated as a partnership for
tax purposes and does not expect to be
3
<PAGE> 9
PRELIMINARY PROXY MATERIAL
required to pay any federal income or excise taxes. Of course, distributions
from the Fund will continue to be taxable to Fund shareholders as ordinary
income or capital gain, as the case may be. If you hold shares of the Fund
within a retirement plan, distributions from the Fund will not be subject to
income tax unless you take withdrawals from your retirement plan account.
RISKS OF MASTER-FEEDER STRUCTURE
There are certain potential risks to the Fund related to
investment of all of its assets in the Master Portfolio. Large-scale
redemptions by other investors of their interests in the Master Portfolio could
have adverse effects on the Fund, such as requiring the liquidation of a
significant portion of the Master Portfolio's holdings at a time when it could
be disadvantageous to do so. The absence of substantial industry experience
with the master-feeder structure could result in accounting or other
operational difficulties. Other interestholders in the Master Portfolio may
have a greater ownership interest in the Master Portfolio than the Fund's
interest and, therefore, could have effective voting control over the operation
of the Master Portfolio.
In the event the Fund were required to redeem its interests in the
Master Portfolio for any reason (for instance, because its shareholders did not
approve changes in the Fund's investment policies parallel to changes approved
for that Master Portfolio by a majority of its interestholders), the Fund's
Board of Directors might attempt to find an appropriate substitute investment
vehicle in which to invest Fund assets. The Board's inability to find a
suitable substitute investment vehicle could have a significant effect on the
Fund's shareholders.
A Fund may cease investing in the Master Portfolio only if the
Board of Directors of the Company were to determine that such action is in the
best interests of the Fund and its shareholders. In that event, the Board of
Directors would consider alternative arrangements, including investing all of
the Fund's assets in another investment company with substantially the same
investment objective, policies and restrictions as the Fund.
AMENDMENTS TO FUNDAMENTAL INVESTMENT RESTRICTIONS
In conjunction with the approval of the Reorganization, the Board
of Directors also approved the amendment of certain fundamental investment
restrictions of the Fund necessary to permit the Reorganization. Certain
investment restrictions of the Fund currently prohibit such Fund from pursuing
its investment objective by investing in a Master Portfolio. Amendments to the
fundamental restrictions may be made only with the approval of shareholders.
Accordingly, in approving the Reorganization, shareholders also are being asked
to approve, in effect, the following amendments to the fundamental investment
restrictions necessary to permit the Reorganization of the Fund.
Basically, certain fundamental investment restrictions for the
Fund would be amended by adding, where appropriate, express authority for the
Fund to invest its investable assets in an open-end management investment
company with the same investment objective, policies and restrictions as the
Fund. The Fund's current fundamental restrictions with the proposed changes
are discussed below and a complete list is in the Appendix to this Proxy
Statement.
RESTRICTION NO. 1
Following is fundamental Investment Restriction No. 1 of the Fund
with the proposed additional language in BOLD FACE, ITALICIZED type:
The Fund may not:
(1) purchase the securities of issuers conducting their
principal business activity in the same industry if, immediately after the
purchase and as a result thereof, the value of the Fund's investments in that
industry would equal or exceed 25% of the current value of the Fund's total
assets, provided that there is no limitation with respect to investments in
securities issued or guaranteed by the United States Government, its agencies
or instrumentalities; AND PROVIDED FURTHER, THAT THE FUND MAY INVEST ALL ITS
ASSETS IN A DIVERSIFIED, OPEN-END MANAGEMENT INVESTMENT COMPANY, OR A SERIES
THEREOF, WITH SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE, POLICIES AND
RESTRICTIONS AS SUCH FUND, WITHOUT REGARD TO THE LIMITATIONS SET FORTH IN THIS
PARAGRAPH (1);
RESTRICTION NO. 4
Following is fundamental Investment Restriction No. 4 of the Fund
with the proposed additional language in BOLD FACE, ITALICIZED type:
4
<PAGE> 10
PRELIMINARY PROXY MATERIAL
The Fund may not:
(4) underwrite securities of other issuers, except to the
extent that the purchase of permitted investments directly from the issuer
thereof or from an underwriter for an issuer and the later disposition of such
securities in accordance with the Fund's investment program may be deemed to be
an underwriting; AND PROVIDED FURTHER, THAT THE PURCHASE BY THE FUND OF
SECURITIES ISSUED BY A DIVERSIFIED, OPEN-END MANAGEMENT INVESTMENT COMPANY, OR
A SERIES THEREOF, WITH SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE, POLICIES
AND RESTRICTIONS AS SUCH FUND SHALL NOT CONSTITUTE AN UNDERWRITING FOR PURPOSES
OF THIS PARAGRAPH (4);
RESTRICTION NO. 5
Following is fundamental Investment Restriction No. 5 of the Fund
with the proposed additional language in BOLD FACE, ITALICIZED type:
The Fund may not:
(5) make investments for the purpose of exercising control or
management; PROVIDED THAT THE FUND MAY INVEST ALL ITS ASSETS IN A DIVERSIFIED,
OPEN-END MANAGEMENT INVESTMENT COMPANY, OR A SERIES THEREOF, WITH SUBSTANTIALLY
THE SAME INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS AS SUCH FUND, WITHOUT
REGARD TO THE LIMITATIONS SET FORTH IN THIS PARAGRAPH (5);
RESTRICTION NO. 8
Following is fundamental Investment Restriction No. 8 of the Fund
with the proposed additional language in BOLD FACE, ITALICIZED type:
The Fund may not:
(8) purchase securities of any issuer (except securities issued
or guaranteed by the U.S. Government, its agencies and instrumentalities) if,
as a result, with respect to 75% of its total assets, more than 5% of the value
of its total assets would be invested in the securities of any one issuer or,
with respect to 100% of its total assets, the Fund's ownership would be more
than 10% of the outstanding voting securities of such issuer, PROVIDED THAT THE
FUND MAY INVEST ALL ITS ASSETS IN A DIVERSIFIED, OPEN-END MANAGEMENT INVESTMENT
COMPANY, OR A SERIES THEREOF, WITH SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE,
POLICIES AND RESTRICTIONS AS SUCH FUND, WITHOUT REGARD TO THE LIMITATIONS SET
FORTH IN THIS PARAGRAPH (8).
If the shareholders of the Fund do not approve the proposed
Reorganization, or the Reorganization is not consummated for any other reason,
the Company's Board of Directors will consider what action to take, including
considering whether to retain the current Fund structure.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors has carefully considered the Proposal,
including necessary amendments to the Fund's fundamental investment
restrictions. At a meeting held on November 15, 1995, the Board approved this
proposal and determined to seek shareholder authorization of the actions
necessary for the Fund to invest all of its investable assets in the Master
Portfolio of the Trust. The Board believes, based primarily on its discussions
with Stephens and Wells Fargo Bank, that, over time, the Master Portfolio will
attract assets from other collective investment vehicles that have
complementary or differing distribution arrangements and from other investors
who may not otherwise invest in the Fund.
The purpose of the Reorganization is to provide the Fund with the
opportunity to achieve certain potential benefits associated with a larger
asset base. It is anticipated that the Master Portfolio will be available
indirectly through other mutual funds and similar collective investment
vehicles to a broad range of investors. Other existing mutual funds with
similar investment objectives that already have significant assets also may
elect to invest in the Master Portfolio. Any significant increase in asset
levels should provide various benefits to Fund shareholders. For example,
higher asset levels should enable the Master Portfolio to spread advisory and
custody fees and expenses and non-asset-based third-party costs over a larger
asset base, thereby reducing per-share expense levels. Higher asset levels
also could benefit portfolio management by permitting larger individual
portfolio investments, which should result in reduced transaction costs and/or
more favorable pricing. Reductions in expenses, costs and fees borne by the
Master Portfolio/Fund should have a favorable effect on the total return of the
Fund. Initially overall expense levels of the Fund may increase slightly,
although Wells Fargo Bank has agreed to absorb the additional miscellaneous
expenses for at least one year after the Reorganization. The anticipated
benefits would be likely to arise only if assets of the Master Portfolio were
to grow through investments in the
5
<PAGE> 11
PRELIMINARY PROXY MATERIAL
Master Portfolio by entities in addition to the Fund. Even if other entities
invest in the Master Portfolio, there is no assurance that such expense savings
or other benefits will be realized.
The Board of Directors also recognized that Stephens and Wells
Fargo Bank could benefit from the proposed Reorganization. Stephens could
receive greater payments under its Administration Agreement with the Fund
because of increased assets in the Fund resulting from lower expense ratios.
Additionally, Stephens could reduce its risk in sponsoring and distributing new
collective investment vehicles by having such vehicles invest in the Master
Portfolio. The proposed Reorganization could benefit Wells Fargo Bank by
increasing its assets under management through the Master Portfolio, thereby
allowing it to earn additional advisory and related fees.
The Directors of the Company believe that the aggregate per share
fees and expenses of the Fund and its Master Portfolio will be no higher than
the fees and expenses that would be incurred by that Fund if it continued to
operate under the arrangements and structure that are currently in force.
BASED ON THEIR CONSIDERATION, ANALYSIS AND EVALUATION OF THE ABOVE
FACTORS, THE COMPANY'S BOARD OF DIRECTORS, INCLUDING A MAJORITY OF THE
DIRECTORS WHO ARE NOT "INTERESTED PERSONS" OF THE FUND AS DEFINED IN THE 1940
ACT, BELIEVE THAT IT IS IN THE BEST INTERESTS OF THE FUND AND ITS SHAREHOLDERS
FOR SHAREHOLDERS TO APPROVE ALL ACTIONS NECESSARY TO ENABLE THE FUND TO INVEST
ALL OF ITS INVESTABLE ASSETS IN THE MASTER PORTFOLIO OF THE TRUST. IT IS THE
INTENTION OF THE PERSONS NAMED IN THE ACCOMPANYING PROXY TO TREAT ANY PROPERLY
AUTHORIZED PROXY THAT LACKS SPECIFIC VOTING INSTRUCTION AS AUTHORIZING THEM TO
VOTE FOR THE PROPOSED REORGANIZATION.
VOTE REQUIRED
The Reorganization of the Fund into a master-feeder structure has
been approved by the Board of Directors for the reasons specified above. The
favorable vote of the holders of a "majority" (as defined in the 1940 Act) of
the outstanding shares of the Fund is required to approve the proposed
Reorganization, including the changes in the fundamental investment
restrictions. Under the 1940 Act, the vote of the holders of a "majority"
means the vote of the holders of the lesser of (a) 67% or more of the shares of
the Fund present at the meeting or represented by proxy if the holders of 50%
or more of such shares are so present or represented, or (b) more than 50% of
such outstanding shares. Proxy votes will be voted as instructed, and properly
authorized proxies for which no voting instructions are received will be voted
in favor of the Proposal, except that broker "non-vote" shares will not be
voted but will count towards the meeting quorum.
MISCELLANEOUS
PROCEDURAL MATTERS
Each shareholder of the Fund will be entitled to one vote for each
share and a fractional vote for each fractional share held by such shareholder
with respect to the Proposal on which the shareholder is entitled to vote.
Shareholders holding one-third of the outstanding shares of the Fund at the
close of business on the Record Date will constitute a quorum for the approval
of the Proposal described in the accompanying Notice of Special Meeting and in
this Proxy Statement.
If, by the time scheduled for the Special Meeting, a quorum is not
present, or if a quorum is present but sufficient votes in favor of the
Proposal are not received, the persons named as proxy agents may move for one
or more adjournments of the Special Meeting to permit further solicitation of
proxies with respect to the Proposal. Any such adjournment will require the
affirmative vote of a majority of the shares present in person or by proxy at
the session of the Special Meeting to be adjourned. The persons named as proxy
agents will vote in favor of such adjournment those shares that they are
entitled to vote that do not contain specific instructions to the contrary
including abstentions (but excluding broker non-votes). They will vote against
any such adjournment only those proxies required to be voted against such
Proposal.
The duly appointed proxy agents may, in their discretion, vote
upon such other matters as may come properly before, or on matters incident to
the conduct of, the Special Meeting or any adjournment thereof, including any
proposal to adjourn a meeting at which a quorum is present to permit the
continued solicitation of proxies in favor of the Proposal. The Company
believes that the voting procedures described herein are valid in accordance
with state law that governs such matters.
REVOCATION OF PROXY
Any shareholder may revoke his or her proxy at any time prior to
its exercise by (i) furnishing written notification of such revocation, which,
to be effective, must be signed, include the shareholder's name and account
6
<PAGE> 12
PRELIMINARY PROXY MATERIAL
number, be addressed to the Secretary of the Company at its principal executive
office, 111 Center Street, Little Rock, Arkansas 72201, and be received prior
to the Special Meeting; (ii) signing another proxy of a later date; or (iii)
personally casting his or her vote at the Special Meeting or any adjournment
thereof.
SUBSTANTIAL SHAREHOLDERS
As of the close of business on December 15, 1995, there were [NO
BENEFICIAL OWNERS OF 5% OR MORE] of the outstanding shares of the Strategic
Growth Fund.
As of the close of business on December 15, 1995, the Record Date,
the Officers and Directors of the Company as a group [DID NOT OWN BENEFICIALLY
IN EXCESS OF 1%] of the outstanding shares of the Fund.
VOTING PROCEDURES
If the accompanying proxy ballot is executed properly and
returned, shares represented by it will be voted at the Special Meeting in
accordance with the instructions on the proxy. If no instructions are
specified, however, shares will be voted for the approval of the Proposals;
and, in the discretion of the proxy agents, on any other matter properly
presented at, or incident to the conduct of, the Special Meeting. If a proxy
represents a broker "non-vote" (that is, a proxy from a broker or nominee
indicating that such person has not received instructions from the beneficial
owner or other person entitled to vote shares on a particular matter with
respect to which the broker or nominee does not have discretionary power) or is
marked with an abstention, the shares represented thereby will be considered to
be present at the Special Meeting for purposes of determining the existence of
a quorum for the transaction of business, but broker non-votes will not
constitute a vote "for" or "against" the Proposals. Abstentions will have the
effect of a vote against the Proposal.
AFFILIATED BROKER COMMISSIONS; OTHER AFFILIATED PAYMENTS; DISTRIBUTOR
For the year ended December 31, 1994, the Fund paid [NO BROKERAGE
COMMISSIONS IN CONNECTION WITH PURCHASES AND SALES OF PORTFOLIO SECURITIES TO
ANY PARTIES THAT WOULD BE TREATED, FOR PURPOSES OF ITEM 22(A)(1)(II) OF
SCHEDULE 14A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (THE "1934 ACT"), AS AN
AFFILIATED BROKER]. Stephens Inc., 111 Center Street, Little Rock, Arkansas
72201, also serves as the Fund's sponsor, administrator and distributor. For
the six months ended June 30, 1995, Wells Fargo Securities Inc. (an affiliate
of Wells Fargo Bank) received a payment from Stephens in the amount of $17,432
as sales charges from the proceeds of shares sold during such year. For the
same time period, the Class D Shares paid a shareholder servicing fee of
$20,163.
SOLICITATION OF PROXIES AND PAYMENT OF EXPENSES
The cost of soliciting proxies for the Special Meeting, including
the cost of third party soliciting and tallying services and of printing and
mailing expenses, will be borne by Wells Fargo Bank and Stephens Inc. Proxies
will be solicited in the initial, and any supplemental, solicitation by mail
and may be solicited in person, by telephone, telegraph or other electronic
means by personnel or agents of the Company, Wells Fargo Bank and/or Stephens.
OTHER BUSINESS
The Board of Directors of the Company knows of no other business
to be brought before the Special Meeting. If any other matters come before the
Special Meeting, however, including any proposal to adjourn the Special Meeting
to permit the continued solicitation of proxies in favor of the Proposal, it is
their intention that proxy ballots that do not contain specific instructions to
the contrary will be voted on such matters in accordance with the judgment of
the persons named therein as proxy agents.
FUTURE SHAREHOLDER PROPOSALS
Pursuant to rules adopted by the Securities and Exchange
Commission under the 1934 Act, investors may request inclusion in the Board's
proxy statement for shareholder meetings certain proposals for action which
they intend to introduce at such meeting. Any shareholder proposals must be
presented within a reasonable time before the proxy materials for the next
meeting are sent to shareholders. The submission of a proposal does not
guarantee its inclusion in the Company's proxy statement and is subject to
limitations under the 1934 Act. It is not presently anticipated that the
Company will hold regular meetings of shareholders, and no anticipated date of
the next meeting can be provided.
7
<PAGE> 13
PRELIMINARY PROXY MATERIAL
APPENDIX
INVESTMENT RESTRICTIONS
Set forth below are the investment restrictions of the Strategic
Growth Fund of the Company with the modifications proposed in the Proxy
Statement. Proposed additions are in BOLD FACE, ITALICIZED type. Proposed
deletions are shown in [brackets].
The Fund is subject to the following investment restrictions, all
of which are fundamental policies.
The Fund may not:
(1) purchase the securities of issuers conducting their
principal business activity in the same industry if, immediately after the
purchase and as a result thereof, the value of the Fund's investments in that
industry would equal or exceed 25% of the current value of the Fund's total
assets, provided that there is no limitation with respect to investments in
securities issued or guaranteed by the United States Government, its agencies
or instrumentalities; AND PROVIDED FURTHER, THAT THE FUND MAY INVEST ALL ITS
ASSETS IN A DIVERSIFIED, OPEN-END MANAGEMENT INVESTMENT COMPANY, OR A SERIES
THEREOF, WITH SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE, POLICIES AND
RESTRICTIONS AS SUCH FUND, WITHOUT REGARD TO THE LIMITATIONS SET FORTH IN THIS
PARAGRAPH (1);
(2) purchase or sell real estate (other than securities secured
by real estate or interests therein or securities issued by companies that
invest in real estate or interests therein), commodities or commodity contracts
or interests in oil, gas, or other mineral exploration or development programs;
(3) purchase securities on margin (except for short-term
credits necessary for the clearance of transactions) or make short sales of
securities;
(4) underwrite securities of other issuers, except to the
extent that the purchase of permitted investments directly from the issuer
thereof or from an underwriter for an issuer and the later disposition of such
securities in accordance with the Fund's investment program may be deemed to be
an underwriting; AND PROVIDED FURTHER, THAT THE PURCHASE BY THE FUND OF
SECURITIES ISSUED BY A DIVERSIFIED, OPEN-END MANAGEMENT INVESTMENT COMPANY, OR
A SERIES THEREOF, WITH SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE, POLICIES
AND RESTRICTIONS AS SUCH FUND SHALL NOT CONSTITUTE AN UNDERWRITING FOR PURPOSES
OF THIS PARAGRAPH (4);
(5) make investments for the purpose of exercising control or
management; PROVIDED THAT THE FUND MAY INVEST ALL ITS ASSETS IN A DIVERSIFIED,
OPEN-END MANAGEMENT INVESTMENT COMPANY, OR A SERIES THEREOF, WITH SUBSTANTIALLY
THE SAME INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS AS SUCH FUND, WITHOUT
REGARD TO THE LIMITATIONS SET FORTH IN THIS PARAGRAPH (5);
(6) issue senior securities, except that the Fund may borrow
from banks up to 10% of the current value of its net assets for temporary
purposes only in order to meet redemptions, and these borrowings may be secured
by the pledge of up to 10% of the current value of its net assets (but
investments may not be purchased while any such outstanding borrowings exceed
5% of its net assets); [or]
(7) make loans of portfolio securities having a value that
exceeds 50% of the current value of its total assets, provided that, this
restriction does not apply to the purchase of fixed time deposits, repurchase
agreements, commercial paper and other types of debt instruments commonly sold
in a public or private offering; OR
(8) purchase securities of any issuer (except securities issued
or guaranteed by the U.S. Government, its agencies and instrumentalities) if,
as a result, with respect to 75% of its total assets, more than 5% of the value
of its total assets would be invested in the securities of any one issuer or,
with respect to 100% of its total assets, the Fund's ownership would be more
than 10% of the outstanding voting securities of such issuer, PROVIDED THAT THE
FUND MAY INVEST ALL ITS ASSETS IN A DIVERSIFIED, OPEN-END MANAGEMENT INVESTMENT
COMPANY, OR A SERIES THEREOF, WITH SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE,
POLICIES AND RESTRICTIONS AS SUCH FUND, WITHOUT REGARD TO THE LIMITATIONS SET
FORTH IN THIS PARAGRAPH (8).
<PAGE> 14
PRELIMINARY PROXY MATERIAL
<TABLE>
<S> <C>
STRATEGIC GROWTH FUND SPECIAL MEETING
OF SHAREHOLDERS ON JANUARY 30,
1996
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
OVERLAND EXPRESS FUNDS, INC.
The undersigned hereby appoints Richard H. Blank, Jr., Ann Bonsteel and
OVERLAND EXPRESS FUNDS, INC. Michael W. Nolte (the "Proxy Agents"), and each of them, attorneys and
PROXY SERVICES Proxies of the undersigned, each with power of substitution and
POST OFFICE BOX 9002 resubstitution, to attend, vote and act for the undersigned at the Special
FARMINGDALE, NY 11735-9812 Meeting of Shareholders, and at any adjournment(s) thereof, of the
Strategic Growth Fund (the "Fund") of Overland Express Funds, Inc. (the
"Company") to be held at the Company's principal executive offices, 111
Center Street, Little Rock, Arkansas 72201, beginning at 11:00 a.m.
(Central Time) on Tuesday, January 30, 1996. The Proxy Agents shall cast
votes according to the number of shares of the Fund that the undersigned
may be entitled to vote with respect to the proposal set forth below, in
accordance with the instructions indicated, if any, and shall have all the
powers that the undersigned would possess if personally present. The
undersigned hereby revokes any prior proxy to vote at such meeting, and
hereby ratifies and confirms all that said Proxy Agents, or any of them,
may lawfully do by virtue hereof or thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL
MEETING OF SHAREHOLDERS OF THE FUND AND THE PROXY STATEMENT, DATED
DECEMBER , 1995.
</TABLE>
***************************************************************************
* *
* FOR YOUR CONVENIENCE, YOU MAY VOTE BY CALLING SHAREHOLDER *
* COMMUNICATIONS CORP. ("SCC") TOLL-FREE AT 1-800-733-8481, EXT. 460 *
* FROM 6:00 A.M. TO 8:00 P.M. PACIFIC TIME. YOU MAY ALSO VOTE BY *
* FAXING THE PROXY BALLOT TO SCC AT 1-800-733-1885. A CONFIRMATION OF *
* YOUR TELEPHONE OR TELEFACSIMILE VOTE WILL BE MAILED TO YOU. *
* *
***************************************************************************
BY SIGNING AND DATING THE LOWER PORTION OF THIS PROXY BALLOT, YOU AUTHORIZE THE
PROXY AGENTS TO VOTE ON THE PROPOSAL AS MARKED, OR, IF NOT MARKED, TO VOTE
"FOR" THE PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTERS
THAT MAY PROPERLY COME BEFORE, OR ARE INCIDENT TO THE CONDUCT OF, THE SPECIAL
MEETING. WHETHER OR NOT YOU INTEND TO ATTEND THE SPECIAL MEETING IN PERSON,
PLEASE COMPLETE, DETACH AND MAIL THE LOWER PORTION OF THIS PROXY BALLOT AT ONCE
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
TO VOTE, MARK BLOCK BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/ STRATEGIC KEEP
THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
OVERLAND EXPRESS FUNDS, INC. DETACH AND RETURN THIS PORTION ONLY
VOTE ON PROPOSAL
FOR AGAINST ABSTAIN 1. Approval of a Reorganization of the Strategic
Growth Fund into a master/feeder structure.
/ / / / / /
This proposal and any other matters that are
properly raised, or are incident to the conduct
of the Special Meeting may be considered either
at the Special Meeting or at any adjournment(s)
thereof, including any adjournment(s) necessary
to obtain requisite quorums and/or approvals.
- ------------------- ----------------------- ----------------
Signature Signature (joint owner) Date
Please sign above exactly as your name(s) appear(s) hereon. Corporate proxies
must be signed in full corporate name by an authorized officer. Where shares
are registered with joint owners, all joint owners should consider their
individual circumstances to determine whether one owner or all owners must
sign. Fiduciaries must give full titles
<PAGE> 15
PRELIMINARY PROXY MATERIAL
as such. Proxy ballots signed or telephoned by one owner will be presumed to
be valid absent prior written notification to the Company that more than one
owner is required for valid execution.
