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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
(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
[_] Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED BY
[_] Definitive Additional Materials RULE 14A-6(E)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
North American Funds
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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April 29, 1999
Dear Shareholder:
We are pleased to include materials concerning the International Equity Fund
(formerly the International Growth and Income Fund) (the "Fund"). Contained in
this package are two documents for your review:
. Information Statement--J.P. Morgan Investment Management, Inc.
("J.P. Morgan") tendered its resignation as subadvisor, effective
March 31, 1999. As a result, the existing subadvisory agreement for
the Fund between CypressTree Asset Management Corporation, Inc. and
J.P. Morgan terminated, and approval of a new agreement became
necessary.
The Board of Trustees approved a new subadvisory agreement with Morgan
Stanley Dean Witter Investment Management, Inc. on substantially
identical terms to the original agreement. The advisory fees charged
to the Fund did not change as a result of this new agreement.
The Information Statement requires no action by you. It simply
provides information about the new agreement.
. Proxy Statement--The Board of Trustees approved a change in the
investment objective of the Fund to eliminate growth of income from
the investment objective, as explained in the Proxy Statement. The
proposed change is subject to shareholder approval. We urge you to
carefully read the proxy statement, fill out your proxy card and
return it to us.
Please review both documents and direct any questions you may have to the
Fund's Shareholder Services Department at 1-800-872-8037.
Sincerely,
[SIG BRADFORD K.
GALLAGHER]
Bradford K. Gallagher
Chairman
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NORTH AMERICAN FUNDS
NORTH AMERICAN
INTERNATIONAL EQUITY FUND
NOTICE OF A MEETING OF SHAREHOLDERS
To be held
June 2, 1999
To the Shareholders of the North American International Equity Fund:
Notice is hereby given that a Meeting of Shareholders of the North American
International Equity Fund (formerly the International Growth and Income Fund)
(the "Fund") will be held at the offices of Cypress Holding Company, Inc., 125
High Street, 14th Floor, Boston, Massachusetts 02110 on June 2, 1999 at 10:00
a.m. Eastern time, or at such adjourned time as may be necessary for the
holders of a majority of the outstanding shares of the Fund to vote (the
"Meeting"), for the following purposes:
I. Approving or disapproving changing the investment objective of the
Fund.
II. Transacting such other business as may properly come before the
Meeting.
The matter referred to above in I is discussed in detail in the Proxy
Statement attached to this Notice. The Board of Trustees has fixed the close
of business on April 15, 1999 as the record date for determining shareholders
entitled to notice of, and to vote at, the Meeting. Each share of the Fund
entitles its holder to one vote.
You are cordially invited to attend the Meeting. If you do not expect to
attend, please complete the enclosed form of proxy and return it in the
envelope provided. The proxy is being solicited on behalf of the Board of
Trustees.
Your vote is important. In order to avoid the unnecessary expense of further
solicitation, we urge you to indicate your voting instructions on the enclosed
proxy, date and sign it, and return it promptly in the envelope provided. You
may revoke your proxy at any time prior to its use.
By order of the Board of Trustees
Secretary
North American Funds
April 29, 1999
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North American Funds
PROXY STATEMENT
MEETING OF SHAREHOLDERS
OF THE NORTH AMERICAN INTERNATIONAL EQUITY FUND
To be held
June 2, 1999
This proxy statement and the enclosed form of proxy are being furnished to
shareholders in connection with the solicitation of proxies by the Board of
Trustees of North American Funds (the "Trust") for use at a Meeting of
Shareholders of the North American International Equity Fund (formerly the
International Growth and Income Fund) (the "Fund") of the Trust to be held at
the offices of Cypress Holding Company, Inc. ("CHC"), 125 High Street, 14th
Floor, Boston, MA 02110 on June 2, 1999 at 10:00 a.m. Eastern time, or at any
adjournment thereof (the "Meeting"), for the purposes set forth in the
accompanying Notice of Meeting (the "Notice"). The first mailing of this proxy
statement and the enclosed form of proxy to shareholders is occurring on or
about April 29, 1999.
All of your shares of the Fund will be voted by the persons named as proxies
in accordance with your voting instructions. Proxies submitted without voting
instructions will be voted FOR the proposal set forth in the Notice (the
"Proposal"), provided that the form of proxy is properly executed and
returned.
If the enclosed form of proxy is properly executed and returned, your shares
will be voted at the Meeting as indicated on your proxy with respect to the
Proposal. If your proxy card does not specify how to vote with respect to the
Proposal, the shares represented by your proxy will be voted "FOR" the
Proposal.
So that your shares may be represented at the Meeting, please indicate your
voting instructions on the proxy card, date and sign the proxy card, mail the
proxy card promptly in the enclosed postage-paid envelope, and allow
sufficient time for the proxy card to be received on or before June 1, 1999.
Under the Trust's Amended and Restated Agreement and Declaration of Trust,
thirty percent of the shares entitled to vote on a matter shall constitute a
quorum for the transaction of business on that matter. If a quorum is not
present at the Meeting or a quorum is present at the Meeting but sufficient
votes to approve the Proposal are not received, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative
vote of a majority of those shares represented at the Meeting in person or by
proxy. The persons named as proxies will vote those shares which they are
entitled to vote "FOR" or "AGAINST" any such proposed adjournment in their
discretion. An adjourned session may be held within a reasonable time after
the adjournment and without further notice.
1
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Abstentions and "broker non-votes" (as defined below) are counted as shares
eligible to vote at the Meeting in determining whether a quorum is present,
but do not count as votes cast with respect to the Proposal. "Broker non-
votes" are shares held by a broker or nominee as to which instructions have
not been received from the beneficial owners or persons entitled to vote and
as to which the broker or nominee does not have discretionary voting power.
Under the Investment Company Act of 1940, as amended (the "1940 Act"), the
affirmative vote necessary to approve a matter under consideration may be
determined with reference to a percentage of votes present at the Meeting,
which would treat abstentions and broker non-votes as if they were votes
against the Proposal.
As used herein, a "Majority Vote" of the Fund means the affirmative vote of
the lesser of (1) more than 50% of the outstanding shares of the Fund, or (2)
67% or more of the shares of the Fund present at the Meeting or represented by
proxy if more than 50% of the outstanding shares of the Fund are represented
at the Meeting in person or by proxy.
You may revoke your proxy at any time prior to the voting at the Meeting by:
(i) sending written instructions addressed to the Secretary of the Trust at
the address of the Trust at 286 Congress Street, Boston, MA 02210 (if received
before the voting); (ii) attending the Meeting and voting in person; or (iii)
returning a new proxy card (if received in time to be voted).
The cost of the preparation and distribution of these proxy materials, other
solicitation costs, and the costs of the Meeting are being borne by
CypressTree Asset Management Corporation, Inc., the advisor to the Fund
("CAM"), located at 286 Congress Street, Boston, Massachusetts 02210. In
addition to the solicitation of proxies by the use of the mails, proxies may
be solicited by officers and employees of the Trust or of its agents or
affiliates, personally or by telephone. Brokerage houses, banks and other
fiduciaries may be requested to forward soliciting material to their
principals and to obtain authorization for the execution of proxies. For those
services, they will be reimbursed by CAM for their out-of-pocket expenses. To
assist in the solicitation of proxies, the Fund has retained Shareholder
Communications Corporation at an estimated cost to CAM of approximately $2,000
plus reimbursement of such firm's out-of-pocket expenses.
The Trust is an open-end, management investment company organized as a
business trust under the laws of the Commonwealth of Massachusetts on
September 28, 1988. The Trust is a series company with fifteen investment
portfolios, including the Fund.
The Annual Report of the Trust, including audited financial statements for
the fiscal year ended October 31, 1998 (the "Report"), has been previously
sent to shareholders. The Trust will furnish an additional copy of the Report
without charge to a shareholder who requests it by writing to John I.
Fitzgerald, Secretary of the Trust, at 286 Congress Street, Boston, MA 02210
or by calling 1-800-872-8037.
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Shareholders of record at the close of business on April 15, 1999 (the
"Record Date") are entitled to notice of, and to vote at, the Meeting. Each
shareholder is entitled to one vote for each full share, regardless of class.
As of the Record Date, 2,866 shares of beneficial interest of the Fund were
outstanding.
As of the Record Date, the officers and Trustees of the Trust as a group
owned beneficially less than 1% of the outstanding shares of the Fund.
No shareholders, as of the Record Date, were beneficial owners of five
percent or more of a class of shares of the Fund.
The following persons are both officers of the Trust and officers or
directors of CAM: Bradford K. Gallagher (also a Trustee of the Trust), Joseph
T. Grause, Jr., Paul F. Foley, Thomas J. Brown and John I. Fitzgerald.
The administrator and principal underwriter of the Fund is CypressTree Funds
Distributors, Inc. ("CFD"), located at 286 Congress Street, Boston, MA 02210.
As explained in more detail below, Proposal I seeks to change its investment
objective of the Fund. The current investment objective of the Fund is to seek
long-term growth of capital and income. If shareholders approve this Proposal,
the Fund's investment objective instead will be to seek long-term capital
appreciation, and the objective of seeking growth of income will be
eliminated.
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Proposal I--Approval of Changing the Investment Objective of the International
Equity Fund
The Board of Trustees, including each of the Disinterested Trustees, has
considered and unanimously approved changing the investment objective of the
Fund. The current investment objective of the Fund is to seek long-term growth
of capital and income. Under the proposed change, the Fund's sole investment
objective would be to seek long-term growth of capital, and the objective of
seeking growth of income would be eliminated.
As subadviser to the Fund, MSAM pursues the current investment objective of
the Fund by investing in a diversified portfolio of international equity
securities based on a top-down approach that emphasizes country and sector
selection and weighting rather than individual stock selection. MSAM makes
country and sector weightings based on four factors: (i) valuation of common,
(ii) fundamental change, (iii) short term market momentum/technicals, and (iv)
dividend yield, as described in the Trust's current prospectus dated ,
1999. The dividend yield factor is used by MSAM in order to achieve the income
component of the Fund's current investment objective.
The Trustees have determined that the income component of the Fund's current
investment objective is no longer in the best interests of the Fund's
shareholders. MSAM has informed the Trustees that in light of MSAM's top-down
approach that emphasizes country and sector selection and weightings, it is
difficult to apply the dividend yield factor described above and application
of this factor could undercut the objective of seeking capital appreciation.
The Trustees have therefore concluded that the continued use of the dividend
yield factor could have an adverse effect on the overall performance of the
Fund.
If the shareholders approve this Proposal, the Fund's investment objective
will be to seek long-term capital appreciation, without regard to income. To
pursue this investment objective, MSAM will continue to select international
equity securities based on a top-down approach that emphasizes country and
sector selection and weightings based on the first three factors described
above. However, MSAM will not take into consideration the dividend yield, the
fourth factor listed above.
There can be no assurance that the Fund will attain its investment
objective. The investment objective of the Fund is a fundamental policy, which
means that, under the 1940 Act, it may not be changed without the approval of
shareholders of the Fund.
Required Vote
Approval of the proposal to change the Fund's investment objective will
require a Majority Vote of the shareholders of the Fund.
4
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If shareholders approve the proposed change to the Fund's investment
objective, such change will become effective on or about June 2, 1999.
Shareholder Proposals at Future Meetings
The Trust does not hold annual or other regular meetings of shareholders.
Shareholder proposals to be presented at any future meetings of shareholders
of the Trust must be received by the Trust at a reasonable time before the
Trust's solicitation of proxies for that meeting in order for such proposals
to be considered for inclusion in the proxy materials relating to that
meeting.
The Board, including disinterested Trustees, unanimously recommends that
shareholders of the International Equity Fund vote "FOR" Proposal I.
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NORTH AMERICAN FUNDS
North American Funds, 286 Congress Street, Boston, Massachusetts 02210
This proxy is solicited on behalf of the Board of Trustees of the North American
Funds (the "Trust") for the Meeting of Shareholders of the North American
International Equity Fund (the "Fund") to be held on June 2, 1999 (the
"Meeting"). The undersigned hereby appoints Joseph T. Grause, Jr., John I.
Fitzgerald, Thomas J. Brown and Leana D. Vacirca, and each of them, attorneys
and proxies for the undersigned, with full power of substitution to represent
the undersigned and vote on behalf of the undersigned all shares, which the
undersigned is entitled to vote at the Meeting to be held at the offices of
Cypress Holding Company, Inc., 125 High Street, 14th Floor, Boston,
Massachusetts 02110 on June 2, 1999 at 10:00 a.m., Eastern Time, and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of the Meeting of Shareholders and accompanying Proxy Statement and hereby
instructs said attorneys and proxies to vote such shares as indicated hereon. A
majority of the proxies present and acting at the Meeting in person or by
substitutes (or, if only one shall be present, then that one) shall have and may
exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
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PLEASE VOTE, DATE AND SIGN BELOW AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE
PAID ENVELOPE.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
__________________________ ________________________________
__________________________ ________________________________
__________________________ ________________________________
[X] PLEASE MARK VOTE
AS IN THIS EXAMPLE
Please indicate your vote by marking an "X" in the appropriate box below.
This Proxy, if properly executed, will be voted in the manner directed by
the shareholder. If no direction is made, this Proxy will be voted FOR the
proposal. Please refer to the Proxy Statement for a discussion of the
proposal.
1. Approval of changing the Investment For Against Abstain
Objective of the North American
International Equity Fund. [_] [_] [_]
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<S> <C> <C>
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Date
Please be sure to sign and date this Proxy. Mark box at right if an address change or comment
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The Board of Trustees unanimously recommends that shareholders
Shareholder sign here Co-owner sign here vote FOR the Proposal.
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