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CypressTree Asset Management Corporation, Inc.
286 Congress Street
Boston, Massachusetts 02210
(800) 872-8037
August , 1999
Dear Emerging Growth Fund Shareholder:
The enclosed information statement details a recent subadviser change for
the Emerging Growth Fund (the "Fund") of North American Funds (the "Trust").
On July 6, 1999, Warburg Pincus Asset Management, Inc. ("Warburg"), the Fund's
investment subadviser, was acquired by Credit Suisse Group ("Credit Suisse").
Credit Suisse has combined Warburg with its existing U.S. asset management
business and such combined businesses will be conducted by Credit Suisse Asset
Management, LLC, an indirect wholly-owned U.S. subsidiary of Credit Suisse.
The acquisition will not affect the current level of advisory services
provided to the Fund and the contractual advisory fee paid to Credit Suisse
Asset Management, LLC will remain the same.
As a result of Credit Suisse's acquisition of Warburg, the Fund's existing
subadvisory agreement with Warburg terminated, and approval of a new
subadvisory agreement became necessary. The Board of Trustees of the Trust
approved a new agreement with Credit Suisse Asset Management, LLC on March 9,
1999, which became effective on July 6, 1999, with substantially identical
terms as the old agreement.
Please feel free to call your financial adviser or to call us at (800) 872-
8037 should you have any questions on the enclosed information statement. We
thank you for your continued interest in the North American Funds portfolios.
Sincerely,
[SIG BRADFORD K.
GALLAGHER]
Bradford K. Gallagher
Chairman
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North American Funds
Emerging Growth Fund
286 Congress Street
Boston, Massachusetts 02210
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INFORMATION STATEMENT
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This information statement (the "Information Statement") is being provided
by the Board of Trustees to the shareholders of the Emerging Growth Fund (the
"Fund"), a series of North American Funds ("NAF" or the "Trust"). A copy of
the Annual Report of the Trust, including audited financial statements for the
fiscal year ended October 31, 1998 (the "Report"), and the Trust's most recent
semi-annual report dated April 30, 1999 have been previously sent to
shareholders. The Trust will furnish an additional copy of the Report and its
most recent semi-annual report without charge to a shareholder who requests it
by writing to John I. Fitzgerald, Secretary of the Trust, 286 Congress Street,
Boston, MA 02210 or by calling 1-800-872-8037.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
This information statement will be mailed on or about August , 1999.
Introduction
Prior to July 6, 1999, Warburg Pincus Asset Management, Inc. ("Warburg") was
the subadviser to the Fund. On July 6, 1999, Credit Suisse Group ("Credit
Suisse") acquired the parent companies (described below under "The Merger") of
Warburg. As a result of the Merger, the existing subadvisory agreement for the
Fund between CypressTree Asset Management, Inc. ("CAM") and Warburg (the
"Previous Subadvisory Agreement") terminated, and approval of a new agreement
became necessary. Consequently, the Board of Trustees of North American Funds
approved a new subadvisory agreement with Credit Suisse Asset Management, LLC
(the "New Subadviser") on substantially identical terms to the Previous
Subadvisory Agreement (the "Subadvisory Agreement"). The Subadvisory Agreement
became effective on July 6, 1999.
Under an order the Trust has received from the Securities and Exchange
Commission, the Trust is permitted to appoint a subadviser pursuant to a
subadvisory agreement with the Trust's investment adviser, CAM, that has not
been approved by shareholders. The Trustees of the Trust must approve such
subadvisory agreements, and the Trust must provide notice to shareholders
within 60 days of such hiring of a new subadviser or the implementation of any
material change in a subadvisory contract. This Information Statement is being
supplied to shareholders to fulfill the notice condition.
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The Subadvisory Agreement is substantially identical to the Previous
Subadvisory Agreement, except for the execution and termination dates and the
name of the subadviser.
Delegation by the Adviser
Since the Fund's inception on January 6, 1998, CAM has served as investment
adviser to the Fund pursuant to an Investment Advisory Agreement with the
Trust (the "Investment Advisory Agreement"). CAM, located at 286 Congress
Street, Boston, Massachusetts 02210, is a wholly-owned subsidiary of
CypressTree Investments, Inc. ("CII"), an affiliate of Cypress Holding
Company, Inc. ("CHC"). CHC was founded in November 1995 to create investment
management, marketing, distribution and operations enterprises. Equity
investors in CII include Berkshire Fund IV, L.P. ("Berkshire"), Berkshire
Investors, LLC ("Berkshire Investors"), Standish, Ayer & Wood, Inc.
("Standish") and the principals and employees of CII. Berkshire is an
investment limited partnership sponsored by Berkshire Partners, LLC
("Berkshire Partners"). Berkshire Partners is a private equity investor based
in Boston. Standish, an investment counseling firm based in Boston, provides
investment counsel to a wide range of pension, endowment and high net worth
clients.
CAM oversees the administration of all aspects of the business and affairs
of the Trust; selects, contracts with and compensates subadvisers to manage
the assets of the Funds; and reimburses the Trust if the total of certain
expenses allocated to the Fund exceeds certain limitations. CAM monitors the
subadviser for compliance with the investment objectives and related policies
of the Fund, reviews the performance of the subadviser and periodically
reports to the Trustees of the Trust.
In addition, the Investment Advisory Agreement provides that in carrying out
its responsibility to supervise and manage all aspects of the Fund's
operations, CAM may engage, subject to approval of the Board of Trustees and,
where required, the shareholders of the Fund, a subadviser to provide services
to the Fund. CAM may delegate to the subadviser, among other things, the duty
to formulate and implement the Fund's investment program, including the duty
to determine what issuers and securities will be purchased for or sold by the
Fund. In accordance with this provision, CAM entered into the Previous
Subadvisory Agreement with Warburg, pursuant to which the duties described
above were delegated by CAM to Warburg.
The Investment Advisory Agreement and the Previous Subadvisory Agreement
were approved by shareholders of the Fund on December 16, 1997. Shareholder
approval was required under the 1940 Act because these agreements were taking
effect for the first time.
The Previous Subadvisory Agreement
The Previous Subadvisory Agreement required Warburg to manage the investment
and reinvestment of the assets of the Fund, subject to the supervision of
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CAM. Under the terms of the Previous Subadvisory Agreement, Warburg was
authorized to effect portfolio transactions for the Fund using its own
discretion, and without prior consultation with CAM. Warburg was also required
to report periodically to CAM and the Trustees of the Trust.
Under the Previous Subadvisory Agreement, Warburg was entitled to receive
from CAM (and not from the Fund) a subadvisory fee equal to 0.55% of the
Fund's average daily net assets.
For the fiscal year ended October 31, 1998, the aggregate subadvisory fee
paid by CAM to Warburg under the Previous Subadvisory Agreement was $1,756.
The Merger
On February 15, 1999, the parent companies of Warburg, one of the Fund's
subadvisers, entered into a Merger Agreement and Plan of Reorganization (the
"Merger Agreement") with Credit Suisse Group ("Credit Suisse"). Pursuant to
the terms of the Merger Agreement, Credit Suisse acquired the direct parent
company of Warburg on July 6, 1999 (the "Acquisition"). Credit Suisse then
combined Warburg with Credit Suisse's existing U.S. asset management business
(the "Reorganization"), and such combined businesses are now conducted by an
indirect wholly-owned U.S. subsidiary of Credit Suisse, Credit Suisse Asset
Management, LLC, a newly formed Delaware limited liability company. The
Acquisition and the Reorganization are together referred to herein as the
"Merger". The New Subadviser acts as the investment subadviser to the Fund,
and its headquarters is in New York.
Information About The New Subadviser
Credit Suisse is a global financial services company, providing a
comprehensive range of banking and insurance products. Active on every
continent and in all major financial centers, Credit Suisse comprises five
business units--Credit Suisse Asset Management ("CSAM") (asset management);
Credit Suisse First Boston (investment banking); Credit Suisse Private Banking
(private banking); Credit Suisse (retail banking); and Winterthur (insurance).
Credit Suisse has approximately $680 billion of global assets under management
and employs approximately 62,000 people worldwide. The principal business
address of Credit Suisse is Paradeplatz 8, CH 8070, Zurich, Switzerland.
CSAM is the global institutional asset management and mutual fund arm of
Credit Suisse. CSAM employs approximately 1,600 people worldwide and has
global assets under management of approximately $210 billion in multiple
product services, including equities, fixed income, derivatives and balanced
portfolios. The principal worldwide business address of CSAM is
Uetlibergstrasse 231, CH 8045, Zurich, Switzerland.
CSAM's U.S. asset management business, a New York general partnership
formerly known as BEA Associates (the "General Partnership"), changed its name
to
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Credit Suisse Asset Management in January 1999 to more accurately reflect its
integration into CSAM and, together with its predecessor firms, has been
engaged in the investment advisory business for over 60 years. In July 1999,
in connection with the Merger, the General Partnership was reorganized as
Credit Suisse Asset Management, LLC and became the New Subadviser. In the
U.S., the New Subadviser is an investment manager for corporate and state
pension funds, endowments and other institutions and has assets under
management of approximately $57 billion. The principal U.S. business address
of the New Subadviser is 153 East 53rd Street, New York, NY 10022.
William W. Priest is the Chief Executive Officer of the New Subadviser.
Since 1990, Mr. Priest has been the Chairman of the Management Committee,
Chief Executive Officer and Executive Director of the New Subadviser. Mr.
Priest is a director of TIG Holdings, Inc. and of other investment companies
advised by the New Subadviser.
The directors of the New Subadviser are Philip Ryan, Agnes Reicke, Hal
Liebes and Michael Guarasci, each of whom is currently an executive officer of
Credit Suisse and/or its affiliates. The business address for Mr. Ryan is
Beaufort House, 15 St. Botolph Street, London EC3A 7JJ England. The business
address for Ms. Reicke is Uetlibergstrasse 231, CH 8045, Zurich, Switzerland.
The business address for Messrs. Liebes and Guarasci is 153 East 53rd Street,
New York, NY 10022. The New Subadviser also has an operating committee
consisting of senior investment professionals drawn from the combined
resources of Warburg and CSAM.
None of the officers or Trustees of the Trust are officers or directors of
the New Subadviser.
The Subadvisory Agreement
As described below, the Board of Trustees approved the Subadvisory Agreement
for the Fund between the Adviser and the New Subadviser on March 9, 1999. The
Subadvisory Agreement is dated as of July 6, 1999. The Subadvisory Agreement
will be in effect for an initial two-year term ending on July 5, 2001, and may
continue thereafter from year to year only if specifically approved at least
annually by the Board of Trustees or by the vote of a majority of the
outstanding voting securities; provided that in either event its continuance
also is approved by a majority of the disinterested Trustees, by vote cast in
person at a meeting called for the purpose of voting on such approval.
Other than identification of the New Subadviser and the execution and
termination dates, the Subadvisory Agreement is substantially identical to the
Previous Subadvisory Agreement dated December 16, 1997 between the Adviser and
the Trust (acting on behalf of the Fund), which automatically terminated by
its terms on July 6, 1999 as a result of the Acquisition. In particular, the
contractual advisory fee rate paid
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to the New Subadviser has not been changed. The following is a description of
the terms of the Subadvisory Agreement.
Under the Subadvisory Agreement, subject to the oversight and review of the
Adviser and the Board, the New Subadviser manages the investment and
reinvestment of a portion of the assets of the Fund (the "Portion").
Specifically, the New Subadviser, subject to the oversight and review of the
Adviser and the Board, manages the Portion, makes investment decisions, places
purchase and sale orders, manages otherwise uninvested cash assets included in
the Portion, maintains records concerning its activities which it is required
to maintain and renders reports to the Adviser or the Fund as either may
reasonably request.
The New Subadviser is responsible for all expenses incurred by it in the
performance of its duties under the Subadvisory Agreement other than the cost
of securities, commodities and other investments purchased for the Fund.
The Subadvisory Agreement further provides that in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
obligations or duties thereunder on the part of the New Subadviser, the New
Subadviser shall not be liable to the Adviser, the Trust or the Fund or any of
the Fund's shareholders for any act or omission in the course of, or connected
in any way with, rendering services or for any losses sustained in the
purchase, holding or sale of any securities.
In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the obligations or duties thereunder on the part of the
Adviser, the Adviser shall not be liable to the New Subadviser for any act or
omission in the course of, or connected in any way with, rendering services or
for any losses sustained in the purchase, holding or sale of any securities.
The Subadvisory Agreement may be terminated at any time, without payment of
a penalty by the Fund or the Trust, by vote of a majority of the Board, or by
vote of a majority of the outstanding voting securities of the Fund, or by the
Adviser in each case, upon 60 days' written notice to the New Subadviser. The
Subadvisory Agreement may be terminated by the New Subadviser any time,
without the payment of any penalty, upon 60 days' written notice to the
Adviser and the Trust. In the event of a material breach of the Subadvisory
Agreement, any party immediately upon written notice to the other party may
terminate the Subadvisory Agreement. The Subadvisory Agreement automatically
terminates in the event of its assignment.
Under the Advisory Agreement, the Fund pays Cypress an advisory fee at the
annual rate of .95% of the average daily net assets of the Fund (the
"Assets"). In return for the services provided by the New Subadviser, the
Adviser pays the New Subadviser an annual advisory fee of .55% which is
accrued daily and payable monthly.
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The following table sets forth the contractual advisory fee rate and net
assets as of March 9, 1999 of other U.S. registered investment companies
advised by Warburg or CSAM with similar investment policies and objectives as
the Fund.
<TABLE>
<CAPTION>
Contractual
Net Assets as of Advisory Fee
Name of Fund March 9, 1999 Rate (+)
- ------------ ---------------- ------------
<S> <C> <C>
Warburg Advised Funds
Warburg Pincus Emerging Growth Fund............. $1,843,544,087 0.90%
Style Select Series--Aggressive Growth
Portfolio..................................... $ 55,655,781 1.00%
(0.55%)
CSAM Advised Funds
AUL American Series Fund, Inc.--
Aggressive Investor........................... $ 6,651,596 0.65%
</TABLE>
- -----------
+ Advisory fee rate after waivers and/or expense limitations, if applicable,
appears in parentheses next to the contractual advisory fee rate.
Board of Trustees Evaluation
On March 9, 1999, the Board of Trustees considered materials concerning the
Merger provided to it by Warburg and Credit Suisse. At that time, the Board of
Trustees discussed the general terms of the Merger and the anticipated
benefits for the Warburg organization and for the Fund and Warburg's other
investment advisory clients. The Board of Trustees was also presented with
additional information regarding Credit Suisse and its affiliates, including
its existing U.S. asset management business. The Board of Trustees also
obtained assurances that the costs relating to the preparation and mailing of
this Information Statement would be borne by Warburg and Credit Suisse.
During the course of its deliberations, the Board of Trustees considered a
variety of factors including the nature, quality and extent of the services
that Warburg has provided and the New Subadviser will provide to the Fund; the
continuity from and quality of personnel from Warburg to the New Subadviser;
the maintenance of the identical contractual advisory fee rates; the
substantially identical nature of the previous subadvisory agreement to the
Subadvisory Agreement (other than the change to the New Subadviser as the
investment adviser); and the likely impact of the Merger on the Fund and
Warburg's asset management operations.
In addition to the foregoing factors, the Board of Trustees considered the
anticipated strengths of the combined organization and the resources and
commitment of Credit Suisse, parent of the New Subadviser, to emphasize high-
quality services. In connection with the foregoing, the Board considered,
among other things, Credit Suisse and the New Subadviser's financial resources
to attract top quality personnel and develop its investment and operational
capabilities.
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At a meeting held on March 9, 1999, the Trustees, including a majority of
the Trustees who are not interested persons of the Fund, unanimously approved
the Subadvisory Agreement.
Brokerage Policies
It is the policy of CSAM, in effecting transactions in securities for the
Fund, to seek the best execution of orders. The determination of what may
constitute best execution in a securities transaction involves a number of
considerations, including, without limitation, the overall direct net economic
result to the Fund (involving both price paid or received and any commissions
and other costs), the efficiency with which the transaction is effected, the
ability to effect the transaction at all where a large block is involved, the
availability of the broker to stand ready to execute possibly difficult
transactions for the Fund in the future, and the financial strength and
stability of the broker.
Subject to the policy of seeking best execution, CSAM may execute
transactions with brokerage firms which provide research services and products
to CSAM. The phrase "research services and products" includes advice as to the
value of securities, the advisability of investing in, purchasing or selling
securities, the availability of securities or purchasers or sellers of
securities, the furnishing of analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy and
the performance of accounts and the obtainment of products such as third-party
publications, computer and electronic access equipment, software programs and
other information and accessories that may assist CSAM in furtherance of its
investment advisory responsibilities to its advisory clients. Such services
and products permit CSAM to supplement its own research and analysis
activities, and provide it with information from individuals and research
staffs of many securities firms. Generally, it is not possible to place a
dollar value on the benefits derived from specific research services and
products. CSAM may receive a benefit from these research services and products
which is not passed on, in the form of a direct monetary benefit, to the Fund.
If CSAM determines that any research product or service has a mixed use, such
that it also serves functions that do not assist in the investment decision-
making process, CSAM will allocate in good faith the cost of such service or
product accordingly. The portion of the product or service that CSAM
determines will assist it in the investment decision-making process may be
paid for in brokerage commission dollars. The non-research part must be paid
for in hard dollars from CSAM. Any such allocation may create a conflict of
interest for CSAM.
Neither the research services nor the amount of brokerage given to a
particular broker-dealer are made pursuant to any agreement or commitment with
any of the selected broker-dealers that would bind CSAM to compensate the
selected broker-dealer for research provided. CSAM maintains an internal
allocation procedure to identify those broker-dealers which have provided it
with research and endeavors to direct sufficient commissions to them to ensure
continued receipt of research CSAM believes is useful.
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Research services and products obtained by CSAM from brokers who execute
portfolio transactions for the Fund may be useful to CSAM in providing
investment advice to any of the funds or clients it advises. Likewise,
information made available to CSAM from brokers effecting securities
transactions for such other funds and clients may be utilized on behalf of the
Fund. Thus, there may be no correlation between the amount of brokerage
commissions generated by a particular fund or client and the indirect benefits
received by that fund or client.
Subject to the policy of seeking the best execution of orders and to such
policies as the Board of Trustees of the Trust may establish from time to
time, sales of shares of the Fund may also be considered as a factor in the
selection of brokerage firms to execute portfolio transactions for the Fund.
Because selection of executing brokers is not based solely on net
commissions, the Fund may pay an executing broker a commission higher than
that which might have been charged by another broker for that transaction.
CSAM will not knowingly pay higher mark-ups on principal transactions to
brokerage firms as consideration for receipt of research services or products.
While it is not practicable for CSAM to solicit competitive bids for
commissions on each portfolio transaction, consideration is regularly given to
available information concerning the level of commissions charged in
comparable transactions by various brokers. Transactions in over-the-counter
securities are normally placed with principal market makers, except in
circumstances where, in the opinion of CSAM, better prices and execution are
available elsewhere.
Subject to the overriding objective of obtaining the best execution of
orders, CSAM may allocate brokerage transactions to affiliated brokers. In
order for the affiliated broker to effect portfolio transactions for the Fund,
the commissions, fees or other remuneration received by the affiliated broker
must be reasonable and fair compared to the commissions, fees and other
remuneration paid to other brokers in connection with comparable transactions
involving similar securities being purchased or sold on a securities exchange
during a comparable period. Furthermore, the Trustees of the Trust, including
a majority of those Trustees who are not "interested persons" of the Trust as
defined in the 1940 Act, have adopted procedures which are reasonably designed
to provide that any commissions, fees or other remuneration paid to an
affiliated broker are consistent with the foregoing standard.
Information about the Trust
The Trust is a diversified, open-end management investment company organized
in 1988 as a business trust under the laws of Massachusetts, and is a series
type company with fifteen investment portfolios. The Emerging Growth Fund is
one of those portfolios. The address of the Trust is 286 Congress Street,
Boston, Massachusetts 02210.
The Trust is not required to hold annual meetings of shareholders and,
therefore, it cannot be determined when the next meeting of shareholders will
be held.
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Shareholder proposals to be considered for inclusion in the proxy statement
for the next meeting of shareholders must be submitted a reasonable time
before the proxy statement is mailed. Whether a proposal submitted will be
included in the proxy statement will be determined in accordance with
applicable state and federal law.
August , 1999
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