Notice of Special Meeting of the Unitholders of the
Growth Equity Portfolio of the Alameda-Contra Costa Medical
Association Collective Investment Trust for Retirement Plans
NOTICE IS HEREBY GIVEN that a special meeting of the unitholders
of the Growth Equity Portfolio (the "Unitholders") of the
Alameda-Contra Costa Medical Association Collective Investment
Trust for Retirement Plans (the "Trust") will be held on
December 20, 1996 at 12:00 p.m., at the offices of the Alameda-
Contra Costa Medical Association at 6230 Claremont Avenue,
Oakland, California 94618.
The following matters will be presented to the Unitholders for
action:
1. Approval or disapproval of a new investment advisor
contract between the Trust and The Burridge Group LLC.
2. Any other matters which may be properly brought before
the meeting or any adjournment thereof.
The Supervisory Committee has fixed November 20, 1996 as the
record date for determination of the Unitholders entitled to vote
at the meeting or any adjournment thereof.
If you do not expect to be present at the meeting to vote your
Units, you are urged to complete the attached proxy form and mail
it in the enclosed postage-prepaid envelope.
Dated: November __, 1996
William N. Guertin, Secretary
<PAGE>
<PAGE>
PRELIMINARY COPY DATED NOVEMBER 8, 1996
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION
COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
PROXY STATEMENT
November __, 1996
This proxy statement is furnished in connection with the
solicitation of proxies to be used at the special meeting of the
unitholders (the "Unitholders") of the Growth Equity Portfolio
(the "Portfolio") of the Alameda-Contra Costa Medical Association
Collective Investment Trust for Retirement Plans (the "Trust") to
be held on December 20, 1996, and any adjournment thereof, for
action upon the matters set forth in the foregoing Notice of
Special Meeting. Under rules established by the Securities and
Exchange Commission, certain information is required to be
included in any proxy statement submitted on behalf of the
management of a registered investment company such as the Trust.
The following information is provided pursuant to such rules.
This proxy statement and the enclosed form of proxy were first
mailed to Unitholders on or about November __, 1996.
VOTING OF PROXY
All Units represented by each properly signed proxy received
prior to the meeting will be voted at the meeting. If a
Unitholder specifies how the proxy is to be voted on any of the
business to come before the meeting, it will be voted in
accordance with such specification. If no specification is made,
the proxy will be voted FOR Proposal 1. The proxy may be revoked
by a Unitholder, at any time prior to its use, by written notice
to the Trust, by submission of a subsequent proxy or by voting in
person at the meeting.
In the event that sufficient votes in favor of Proposal 1 are not
received by the time scheduled for the meeting, the proxyholders
may propose one or more adjournments of the meeting to permit
further solicitation. The time and place of any adjourned
meeting will be announced at the meeting at which the adjournment
is taken. If a vote is taken on adjournment of the meeting, or
on any other procedural matters, proxies will be voted at the
discretion of the proxyholders so as to facilitate the approval
of Proposal 1. Accordingly, absent contrary instructions on the
proxy card, proxies voting against or abstaining on Proposal 1
may be voted on procedural matters, such as adjournment, to
facilitate an opposite result.
The representation in person or by proxy of at least one-third of
the Units entitled to vote is necessary to constitute a quorum
for transacting business at the meeting. For purposes of
determining the presence of a quorum, abstentions and broker
"non-votes" will be counted as present. Broker "non-votes" occur
when the Trust receives a proxy from a broker or other nominee
that does not have discretionary power to vote on a particular
matter and has not received instructions from the beneficial
owner or other person entitled to vote the Units represented by
the proxy. Abstentions and broker non-votes will have the effect
of a vote against Proposal 1.
SOLICITATION
The solicitation made pursuant to this proxy statement is made on
behalf of the Supervisory Committee of the Trust. The cost of
the solicitation will be borne by the Trust, subject to
reimbursement in accordance with the reimbursement agreement
described under the caption "PROPOSAL 1--Description of the
Purchase Agreement" below. The solicitation is to be made by
officers and employees of the Trust, the Alameda-Contra Costa
Medical Association (the "Association") and The Burridge Group
Inc. primarily by mail, but may be supplemented by telephone
calls, faxes, e-mail, telegrams and personal interviews. The
Association is the Administrator of the Trust and, as such,
provides administration and accounting services to the Trust.
The Burridge Group Inc. is the current investment adviser of the
Portfolio.
THE TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS 1995 ANNUAL
REPORT AND 1996 SEMI-ANNUAL REPORT TO ANY UNITHOLDER UPON
REQUEST. REQUESTS MAY BE MADE BY TELEPHONE AT 1-510-654-5383 OR
BY USING THE ATTACHED SELF-ADDRESSED POSTAGE-PAID CARD DIRECTED
TO: ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION, 6230 CLAREMONT
AVENUE, OAKLAND, CALIFORNIA 94618.
VOTING UNITS AND PRINCIPAL HOLDERS
The record date for determination of Unitholders entitled to vote
at the meeting or any adjournment thereof (the "Record Date") was
November 20, 1996. As of the Record Date, the number of Units
outstanding was __________. Each Unit is entitled to one vote.
<TABLE>
The following table sets forth information as of September 30,
1996 with respect to the beneficial ownership of the Units by all
members of the Supervisory Committee and executive officers of
the Trust and with respect to all persons known to the Trust to
be the beneficial owners of more than 5% of the Units:
<CAPTION>
Name Position Number of Percent
Units <F1> of Units
<S> <C> <C> <C>
Robert E. Gwynn M.D. Chairman, Committee
Member and Chief
Executive Officer 4,258.2909 1.7%
William N. Guertin Secretary and
Committee Member -0- -0-
L. Richard Mello Treasurer and
Committee Member -0- -0-
Klaus R. Dehlinger M.D. Committee Member 19,757.7697 8.0%
<F2>
Bruce M. Fisher M.D. Committee Member 2,638.7399 1.1%
William R. Forsythe M.D. Committee Member 1,290.7572 .5%
Albert K. Greenberg M.D. Committee Member -0- -0-
Robert R. Haumeder M.D. Committee Member 4,091.2847 1.7%
Richard Marchick M.D. Committee Member 17,595.1195 7.1%
<F2>
Robert J. Oakes M.D. Committee Member -0- -0-
Richard Rihn M.D. Committee Member -0- -0-
All Committee Members
and Executive Officers 49,631.9619 20.0%
as a Group (11)
Howard Daniel M.D. None 12,463.4515 5.0%
9933 MacArthur Blvd.
Oakland, CA 94605
Howard Daniel APC None 14,380.7450 5.8%
9933 MacArthur Blvd.
Oakland, CA 94605
Raymond Maas M.D. None 17,252.7157 7.0%
16989 Hinton Court
Castro Valley, CA 94546
North Oakland Medical None 34,819.3624 14.1%
6105 San Pablo Ave.
Oakland, CA 94608
Patricia McEveny M.D. None 18,526.2704 7.5%
5954-1C Autumwood Dr.
Walnut Creek, CA 94598
OB/GYN Fertility None 19,414.8837 7.8%
Specialist Med. Grp Inc
2915 Telegraph Ave.
Berkeley, CA 94705
Bruce Thompson M.D. None 34,819.3624 14.1%
6105 San Pablo Ave.
Oakland, CA 94608
Ruperto R. Visaya M.D. None 14,101.7861 5.7%
113 Serra Court
Vallejo, CA 94590
<FN>
<F1>
Sole voting and investment power.
<F2>
All at 6230 Claremont Avenue, Oakland, CA 94618
</FN>
</TABLE>
PROPOSAL 1.
APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST
AND BURRIDGE LLC
Introduction
The Burridge Group Inc. ("Burridge Inc"), the current investment
adviser of the Portfolio, has entered into an agreement pursuant
to which, subject to the satisfaction of certain conditions,
substantially all of Burridge Inc's assets, including its
investment advisory agreement with the Trust for management of
the Portfolio, and liabilities will be transferred to The
Burridge Group LLC ("Burridge LLC"), a newly created Delaware
limited liability company of which Burridge Inc is the Manager
Member. Simultaneously with that asset transfer, each of the
seven stockholders (the "Stockholders") of Burridge Inc, each of
whom is an officer and director of Burridge Inc, will sell his or
her stock in Burridge Inc to Affiliated Managers Group, Inc.
("AMG") and, with Burridge Inc (then wholly owned by AMG), will
become members in Burridge LLC. The transactions described above
(collectively, the "Transaction"), and the parties thereto, are
described in detail below. Upon consummation of the Transaction,
it is expected that Burridge LLC will operate with the same
management personnel who are presently responsible for the
investment policies and management of Burridge Inc.
The Transaction will give rise to an assignment of the existing
investment advisory agreement for management of the Portfolio
between Burridge Inc and the Trust (the "Existing Agreement"),
and will result in an automatic termination of such agreement.
In this proxy statement, the terms "assignment" and "interested
person" have the meanings set forth in the Investment Company Act
of 1940, as amended (the "1940 Act"). Accordingly, Unitholders
are being asked to approve a new investment advisory agreement
between Burridge LLC and the Trust on behalf of the Portfolio
(the "New Agreement").
The proposed New Agreement is substantively identical to the
Existing Agreement, differing only in the named adviser therein,
the effective and termination dates, clarification of a
requirement for extension of the term of the advisory agreement,
and certain non-material technical corrections. The fee schedule
chargeable to the Portfolio will remain the same under the New
Agreement as under the Existing Agreement. In addition, the
services to be provided to the Portfolio by the adviser, or at
the adviser's expense, will remain the same under the New
Agreement as under the Existing Agreement. The form of New
Agreement is appended to this proxy statement as Exhibit A.
Exhibit A has been marked to show all changes from the Existing
Agreement. The description of the Existing Agreement and the New
Agreement set forth herein is qualified in its entirety by the
provisions of Exhibit A.
At a meeting held on November 13, 1996, the Trust's Supervisory
Committee, including a majority of its members who were not
interested persons of Burridge Inc, Burridge LLC or the Trust,
approved the New Agreement. The New Agreement, if approved by
the Unitholders, will become effective upon the consummation of
the Transaction.
Comparison of Existing and New Agreements
Burridge Inc has served as the investment adviser for the
Portfolio since its inception under the terms of the Existing
Agreement, which is dated June 18, 1992. On November 13, 1996,
the Existing Agreement was continued for the period ending
November 12, 1997 by the affirmative vote of the Supervisory
Committee of the Trust, including a majority of its members who
were not parties to the Existing Agreement or interested persons
of any such party, cast in person at a meeting called for the
purpose of voting on such approval. On June 21, 1996, the
Supervisory Committee, including a majority of its members who
were not parties to the Existing Agreement or interested persons
of any such party, voted to reduce the advisory fee under the
Existing Agreement applicable to the first $1,000,000 of assets
from 1.00% to .75% effective June 30, 1996. The Existing
Agreement was last approved by a majority of the Unitholders of
the Portfolio on October 11, 1993, in accordance with the Trust's
undertaking to submit the Existing Agreement to Unitholders for
their approval within one year of the initial offering of the
Units.
Under the Existing Agreement, Burridge Inc manages the investment
and reinvestment of the assets of the Portfolio, subject to the
direction and control of the Supervisory Committee. Burridge Inc
bears all expenses incurred by it in connection with acting as
investment adviser to the Portfolio other than costs (including
taxes and brokerage commissions) of securities purchased for the
Portfolio, which are borne by the Portfolio. Under the New
Agreement, Burridge LLC will continue to provide all the
services, and to bear all the expenses, that have been provided
and borne by Burridge Inc under the Existing Agreement.
For its management and advisory services, Burridge Inc is paid,
and Burridge LLC will be paid, a quarterly fee from the Portfolio
based on the Portfolio's assets at the beginning of the quarter.
Under the Existing Agreement, the Portfolio pays Burridge Inc a
fee at the annual rate of .75% of the first $10 million of its
assets, .625% of the next $10 million, .50% of the next $20
million, .375% of the next $20 million, and .25% of the next $40
million. (Until June 30, 1996, the fee applicable to the first
$1,000,000 of assets was 1.00%.) The Portfolio paid Burridge Inc
fees totalling $25,140 in the year ended December 31, 1995. The
fee schedule under the New Agreement is identical to the fee
schedule under the Existing Agreement. Both the Existing
Agreement and the New Agreement provide that fees on any assets
in the Portfolio in excess of $100 million would be subject to
negotiation.
The Existing Agreement provides that the adviser can receive
research services from brokers executing transactions for the
Portfolio at commissions higher than another broker might have
charged; however, such higher commissions may not be paid unless
the adviser determines in good faith that the amount paid is
reasonable in relation to the services received in terms of the
particular transaction or the adviser's overall responsibilities
to the Portfolio. The New Agreement will contain an identical
provision. Such research may benefit the adviser's management of
other clients as well as the Portfolio. The Trust has directed
Burridge Inc, and expects to direct Burridge LLC, to have all of
the Portfolio's equity transactions executed through PaineWebber
Incorporated ("PaineWebber") at commissions not greater than $.06
per share and subject to a minimum of $75 per trade. These
commissions are credited, at a rate of 50%, against fees charged
by PaineWebber for certain consulting services it provides to the
Trust. PaineWebber also furnishes research services to the
adviser. In the year ended December 31, 1995, the Portfolio paid
$13,554 in commissions to PaineWebber, which represented all of
the commissions paid by the Portfolio in such year.
The Existing Agreement provides that Burridge Inc will not be
liable for any loss sustained by the Trust by reason of the
adoption of any investment policy by the Supervisory Committee,
except that this does not protect Burridge Inc against liability
to the Trust or its Unitholders by reason of willful misfeasance,
bad faith or negligence in the performance of its duties or by
reason of reckless disregard of its obligations and duties under
the Existing Agreement. The New Agreement contains identical
provisions with respect to Burridge LLC's liability to the Trust
and its Unitholders.
The Existing Agreement may be continued from year to year only so
long as its continuance is approved annually (a) by the vote of a
majority of the members of the Supervisory Committee who are not
parties to the Existing Agreement or interested persons of the
Trust or the adviser, cast in person at a meeting called for the
purpose of voting on such approval ("Non-Interested Person
Approval"), and (b) by the Supervisory Committee or by the vote
of a majority of the outstanding Units (as defined in the 1940
Act). The Existing Agreement is terminable without penalty, on
60 days' written notice, by the vote of the majority of the
members of the Supervisory Committee, by the vote of a majority
of the outstanding Units (within the meaning of the 1940 Act), or
by the adviser. The Existing Agreement terminates automatically
in the event of its assignment. The New Agreement contains
provisions with respect to continuance, termination and
assignment of the agreement that are identical to the provisions
of the Existing Agreement, except that the New Agreement reflects
a change clarifying that, as required by the 1940 Act, annual
extension of the New Agreement requires Non-Interested Person
Approval even in a year when such extension is approved by the
Unitholders. The New Agreement also contains certain non-
material technical corrections.
If approved by the Unitholders, the New Agreement will become
effective upon the closing of the Transaction. The New Agreement
will continue in effect until April 1, 1998, and thereafter from
year to year, subject to annual approval in accordance with its
terms. If the Transaction is not consummated, the Existing
Agreement will remain in effect.
Description of the Purchase Agreement
On October 11, 1996, Burridge Inc and the Stockholders entered
into a Stock Purchase and Contribution Agreement (the "Purchase
Agreement") with AMG. The Stockholders are Richard M. Burridge,
Kenneth M. Arenberg, John C. Fleming, Susan S. Rudzinski, John H.
Streur, Jr., Robert L. Worthington, and Thyra E. Zerhusen.
Under the Purchase Agreement, AMG has agreed to purchase from the
Stockholders all of the outstanding stock of Burridge Inc;
simultaneously with such purchase, Burridge Inc will transfer
substantially all of its assets and liabilities to Burridge LLC.
Burridge Inc, which will be wholly owned by AMG upon consummation
of the Transaction, will be the Manager Member of Burridge LLC,
and the Stockholders will be the other members, and serve as
officers, of Burridge LLC.
In the Transaction, the Stockholders will receive significant
cash consideration and additional consideration contingent on the
further growth of Burridge LLC, in addition to the interest they
will hold in Burridge LLC. (See "Information Concerning Burridge
LLC and Burridge Inc" below.) The Stockholders have substantial
incentives to remain with Burridge LLC until retirement (in five
years for Mr. Burridge and after longer periods for the other
Stockholders), and, upon termination, are subject to restrictions
against soliciting clients and employees of Burridge LLC.
The consummation of the Transaction is subject to several
conditions set forth in the Purchase Agreement, of which the
principal condition is approval of the Transaction by a certain
minimum percentage of the clients of Burridge Inc. Additional
conditions include: (i) the continued absence of certain
proceedings that would be likely to restrain or prohibit
consummation of the Transaction, and (ii) registration of
Burridge LLC as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and under
the laws of such states, including California, as are necessary
to permit Burridge LLC to carry on the business currently
conducted by Burridge Inc. It is anticipated that the
Transaction will be consummated around December 31, 1996.
The Purchase Agreement contains a number of representations by
Burridge Inc and the Stockholders to AMG and by AMG to Burridge
Inc and the Stockholders. The Purchase Agreement also contains a
number of covenants with respect to Burridge Inc's conduct of its
business prior to consummation of the Transaction and related
matters. The parties have agreed to indemnify each other from
any breach of their representations, warranties and covenants and
certain other matters.
The parties to the Transaction intend to comply with Section
15(f) of the 1940 Act. The Purchase Agreement places certain
obligations on Burridge Inc, the Stockholders and AMG to ensure
that the conditions of Section 15(f) of the 1940 Act will be met
for the specified periods described below following consummation
of the Transaction.
Section 15(f) provides a non-exclusive safe harbor that permits
an investment adviser to a registered investment company (and the
affiliated persons of such adviser) to receive compensation and
benefits in connection with any sale of interests in such
investment adviser that results in an assignment of the
investment advisory agreement with a registered investment
company as long as two conditions are met. First, for a period
of three years after the transaction, at least 75% of the board
of directors (in this case, the Supervisory Committee) of the
investment company must not be interested persons of such
investment adviser or any successor. None of the current members
of the Supervisory Committee are interested persons of Burridge
Inc or Burridge LLC.
Second, Section 15(f) requires that an "unfair burden" must not
be imposed on the investment company as a result of such
transaction or any express or implied terms, conditions or
understandings applicable thereto. The term "unfair burden" is
defined in Section 15(f) to include any arrangement during the
two-year period after the transaction whereby the investment
adviser (including its predecessor and successor investment
adviser(s)), or any interested person of any such person,
receives or is entitled to receive any compensation, directly or
indirectly, from the investment company or its securityholders
(other than fees for bona fide investment advisory or other
services) or from any person in connection with the purchase or
sale of securities or other property to, from or on behalf of the
investment company (other than bona fide ordinary compensation as
principal underwriter for such investment company). No such
compensation arrangements are contemplated in the Transaction.
The Trust has entered into a reimbursement agreement (the
"Reimbursement Agreement") with Burridge Inc and Burridge LLC
pursuant to which Burridge Inc and Burridge LLC have agreed to
reimburse the Trust for any expenses the Trust reasonably incurs
in connection with its consideration of the New Agreement. These
include expenses associated with meetings of the Supervisory
Committee, the solicitation of Unitholder approval, the
preparation and negotiation of the Reimbursement Agreement and
the New Agreement, and related legal, accounting, transfer agent
and custodial services. In connection with Section 15(f) of the
1940 Act, Burridge Inc and Burridge LLC have agreed in the
Reimbursement Agreement not to take any action that would
constitute an "unfair burden" on the Trust and not to cause more
than 25% of the members of the Supervisory Committee to become
"interested persons" of Burridge Inc or Burridge LLC. Burridge
Inc and Burridge LLC have also made certain representations to
the Trust and have agreed to indemnify the Trust against certain
liabilities, including those arising out of information provided
by them for use in this proxy statement.
Information Concerning Burridge LLC and Burridge Inc
Following the consummation of the Transaction, the offices of
Burridge LLC will be located at the same location as the offices
of Burridge Inc, 115 South LaSalle Street, Chicago, Illinois
60603. Burridge LLC will be, effective prior to the consummation
of the Transaction, registered as an investment adviser under the
Advisers Act.
Effective upon the consummation of the Transaction, the present
officers of Burridge Inc will become officers of Burridge LLC and
will have the authority to operate and administer the investment
advisory business of Burridge LLC. Richard M. Burridge is the
principal executive officer of Burridge Inc and will be the
principal executive officer of Burridge LLC, which is and will be
his principal occupation. Mr. Burridge's address is and will be
the same as that of Burridge LLC. The Stockholders, as members
of Burridge LLC, will initially hold interests representing an
aggregate of 45% of the profits of Burridge LLC, subject to
reduction if operating expenses of Burridge LLC are not limited
to 70% of its revenues. The remaining interest in the profits of
Burridge LLC will be held by Burridge Inc, which will be wholly
owned by AMG.
As of October 31, 1996, Burridge Inc managed approximately $1.3
billion in investments. It is contemplated that Burridge Inc and
after closing of the Transaction, Burridge LLC will be the
investment advisor for Burridge Growth Fund, a registered
investment company that has not yet commenced publicly offering
its shares. Burridge Growth Fund, which has a similar
investment objective to that of the Portfolio, has an investment
advisory fee of 1.50% of the first $500 million of average daily
net assets and 1.25% of average daily net assets in excess of
$500 million. Unlike most mutual funds, Burridge Growth Fund
will not pay its ordinary operating expenses, which will be borne
by its adviser out of its advisory fee. Following the
consummation of the Transaction, the sole business of Burridge
Inc will be to act as the Managing Member of Burridge LLC, and
Burridge Inc will not provide any investment advisory services to
the Portfolio.
Information Concerning AMG
Upon consummation of the Transaction, AMG will own 100% of
Burridge Inc. AMG is a Boston-based private holding company that
makes equity investments in investment management firms in which
management personnel retain a significant interest in the future
of the business. As of October 31, 1996, AMG held interests in
six registered investment advisers and one member of the
Investment Management Regulatory Organisation, which managed in
the aggregate approximately $16 billion in investments.
AMG is a Delaware corporation which has its offices at Two
International Place, Boston, MA 02110. AMG may be deemed to have
as its parent, TA Associates, Inc., a Delaware corporation
("TA"), because TA is the general partner of certain limited
partnerships, which are themselves the general partners of
certain limited partnerships, which together own more than 50% of
the voting stock of AMG. The address of TA is High Street Tower,
Suite 2500, 125 High Street, Boston, MA 02110.
Evaluation of the New Agreement by the Supervisory Committee
The Supervisory Committee met on November 13, 1996 to consider
the effect of the Transaction on the Trust and the New Agreement.
At the meeting, the Supervisory Committee reviewed, among other
information, written and oral reports and compilations provided
by Burridge Inc, Burridge LLC and AMG, including information
concerning the Transaction, Burridge LLC and AMG and comparative
data as to Burridge Inc's investment performance. The
Supervisory Committee also received a separate report from its
investment consultant, PaineWebber Incorporated. In connection
with its review, the Supervisory Committee took into account a
number of factors, including: the nature and quality of past
services rendered by Burridge Inc, including the historical
performance of the Portfolio; the terms of the Existing Agreement
and the New Agreement, including the fees payable thereunder; the
benefits accruing to Burridge Inc as a result of its affiliation
with the Portfolio, including research services received in
return for Portfolio brokerage; assurances from Burridge Inc and
Burridge LLC that there would be no material changes in the
investment strategies pursued for the Portfolio and that no
changes are contemplated in the personnel providing services to
the Portfolio; the incentives for the Stockholders to remain with
Burridge LLC; the financial and other resources of Burridge LLC
following the Transaction; the possible benefits of the
Transaction to the Portfolio; and the agreement by Burridge Inc
and Burridge LLC to pay the expenses incurred by the Trust in
connection with the Transaction. Of particular significance to
the Supervisory Committee was the expectation that the services
to be rendered by Burridge LLC to the Portfolio would remain
substantially unchanged after the Transaction.
Based upon its review, the Supervisory Committee, including a
majority of its members who were not interested persons of
Burridge Inc, Burridge LLC or the Trust, approved the New
Agreement on November 13, 1996, and voted to recommend its
approval by the Unitholders.
Vote Required for Approval and Recommendation
Approval of the proposed New Agreement will require the
affirmative vote of a majority of the outstanding Units of the
Portfolio. In accordance with the 1940 Act, a "majority of the
outstanding Units" of the Portfolio means the lesser of (1) 67%
or more of the Units present at the meeting if the owners of more
than 50% of the Units outstanding as of the Record Date are
present in person or by proxy, or (2) more than 50% of the
outstanding Units determined as of the Record Date.
If Proposal 1 receives the required approval of the Unitholders,
the Transaction will be consummated (assuming the other
conditions of the Purchase Agreement are met) and the New
Agreement will take effect on the date of such consummation. If
Proposal 1 does not receive the required approval of the
Unitholders, and the Transaction is consummated, the advisory
agreement with Burridge Inc will be terminated, effective on the
date of such consummation, and the Supervisory Committee will
take such action as it deems to be in the best interests of the
Trust and the Unitholders. If, for any reason, the Transaction
is not consummated, the New Agreement will not take effect and
Burridge Inc will continue to serve as the investment adviser to
the Portfolio under the Existing Agreement.
THE SUPERVISORY COMMITTEE RECOMMENDS THAT
UNITHOLDERS VOTE "FOR" PROPOSAL 1.
PROPOSALS FOR NEXT ANNUAL MEETING
It is currently contemplated that the Trust will hold an annual
meeting of unitholders on or before June 1, 1997. Proposals by
unitholders intended to be presented at the annual meeting must
be received by the Trust for inclusion in the proxy statement and
form of proxy relating to that meeting by January 1, 1997.
Other Business
As of the date of this proxy statement, management of the Trust
knows of no business other than as set forth in the Notice of
Special Meeting to come before the meeting. If any other
business is properly brought before the meeting, or any
adjournment thereof, all proxies will be voted in accordance with
the best judgment of the proxyholders as to such business.
<PAGE>
EXHIBIT A
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT dated as of [the date of consummation of the
Transaction], between the Alameda-Contra Costa Medical
Association Collective Investment Trust for Retirement Plans (the
"Trust") and The Burridge Group Inc. as an investment manager
("Investment Manager") to manage the Growth Equity Portfolio (the
"Portfolio").
RECITALS
The Trust has been established to provide a satisfactory
diversification of investments for various Participating Trusts
which are IRAs that are exempt under Section 408(e) of the
Internal Revenue Code of 1986, as amended (the "Code"), and that
are maintained in conformity with Section 408(a) of the Code, or
trusts described in Section 401(a) of the Code that are exempt
from taxation under Section 501(a) of the Code and form parts of
stock bonus, pension or profit sharing plans;
The Trust is registered with the Securities and Exchange
Commission (the "Commission") as an open-end diversified
management investment company under the Investment Company Act;
The Supervisory Committee of the Trust appointed Wells Fargo
Bank, N.A. as Custodial Trustee of the Trust, to have custody of
the assets of each Portfolio; and
The Supervisory Committee desires Investment Manager, as an
investment manager of the Trust, to manage the investment of the
assets of the Portfolio, and the Investment Manager is willing to
render such services;
NOW THEREFORE, in consideration of the mutual covenants and
agreements herein, the parties hereto hereby agree as follows:
Section 1. Defined Terms. Unless otherwise defined in this
Agreement, capitalized terms used in this Agreement have the
meanings defined in the Declaration of Trust, dated February 9,
1990, establishing the Trust (the "Declaration of Trust").
Section 2. Agreement to Act as Investment Manager, Etc.
(a) Subject to the direction and control of the Supervisory
Committee of the Trust, the Investment Manager will manage the
investment and reinvestment of the assets of the Portfolio as
follows:
(i) The Investment Manager will maintain a continuous
investment program for the Portfolio;
(ii) The Investment Manager will determine what
securities shall be purchased or sold by the Portfolio;
(iii) The Investment Manager will arrange for the
purchase and sale of securities held in the Portfolio by placing
orders pursuant to its determinations either directly with the
issuer or with any broker or dealer who deals in the securities
in which the Trust is active;
(iv) The Investment Manager will determine what portion,
if any, of the Portfolio shall be held uninvested; and
(v) In connection with the foregoing, the Investment
Manager shall be entitled to exercise each and every of the
powers with respect to the Portfolio set forth herein and in the
Trust's Registration Statement filed with the Commission.
(b) Any investment program maintained by the Investment
Manager under this Agreement shall at all times conform to, and
be in accordance with any requirements imposed by:
(i) the provisions of the Investment Company Act of 1940,
Investment Advisers Act of 1940, Employee Retirement and Income
Security Act of 1974, any rules or regulations in force
thereunder, and all other applicable federal and state laws; (ii)
the provisions of the Declaration of Trust and the Rules and
Procedures of the Supervisory Committee as in effect from time to
time; (iii) any policies and determinations of the Supervisory
Committee of the Trust as in effect from time to time; and (iv)
the investment objectives and policies of the Trust and the
Portfolio, as reflected in the Trust's Registration Statement
that is filed with the Commission. The Investment Manager shall
invest the assets of the Portfolio in the manner provided above
and shall diversify the Portfolio as contemplated by the
Registration Statement.
(c) The Investment Manager shall give the Trust the benefit
of its best judgment and effort in rendering services hereunder,
but the Investment Manager shall not be liable for any loss
sustained by reason of the adoption of any investment policy by
the Supervisory Committee. Nothing herein contained shall,
however, be construed to protect the Investment Manager against
any liability to the Trust or the holders of Units issued by the
Trust by reason of willful misfeasance, bad faith or negligence
in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
(d) On occasions when the Investment Manager deems the
purchase, sale, or loan of a security to be in the best interest
of the Trust as well as other customers, the Investment Manager,
to the extent permitted by applicable law, may aggregate the
securities to be so purchased, sold or loaned in order to obtain
the best execution or lower brokerage commissions, if any. In
such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by
the Investment Manager in the manner it considers to be the most
equitable and consistent with its obligations to the Trust and to
such other customers.
(e) The Investment Manager may cause the Portfolio to pay a
broker which provides brokerage and research services to the
Investment Manager a commission for effecting a securities
transaction in excess of the amount another broker might have
charged. Such higher commissions may not be paid unless the
Investment Manager determines in good faith that the amount paid
is reasonable in relation to the services received in terms of
the particular transaction or the Investment Manager's overall
responsibilities to the Portfolio.
(f) The Investment Manager shall maintain books and records
with respect to the securities transactions of the Portfolio and
shall render to the Supervisory Committee such periodic and
special reports as the Supervisory Committee may reasonably
request. The Investment Manager shall assist in the preparation
of reports to Participating Trusts, to the Commission, and in all
audits of the Trust.
(g) The Supervisory Committee shall direct the Custodial
Trustee to keep safely in one or more separate accounts in the
name of the Trust all cash and securities of the Trust delivered
to the Custodial Trustee by the Investment Manager. All
securities held for the Trust that are issued in bearer form may
be held by the Custodial Trustee or its agent in that form or in
registered form. All securities held for the Trust other than in
bearer form shall be registered in the name of any duly appointed
and registered nominee of the Custodial Trustee. The Custodial
Trustee shall pay for and receive all securities purchased for
the Trust. The Custodial Trustee shall make delivery of
securities sold by the Trust only upon payment. In connection
with any conversion of securities pursuant to their terms,
reorganization, recapitalization, redemption in kind,
consolidation, merger, change of par value or similar conversion
or upon the exercise of subscription, purchase or other similar
rights represented by securities, the Custodial Trustee shall
exchange securities for other securities or for other securities
and cash. The Custodial Trustee shall also collect all income
and other payments due with respect to all securities of the
Trust and shall present for payment when due all such securities.
Section 3. Allocation of Expenses and Compensation of the
Investment Manager.
(a) The Investment Manager shall pay all expenses incurred by
it in connection with acting as investment adviser, other than
costs (including taxes and brokerage commissions) of securities
purchased for the Trust. Expenses incurred by the Investment
Manager include the costs of statistical and research data, other
accounting services, rendering periodic and special reports to
the Supervisory Committee and other costs associated with
providing investment research and portfolio management.
(b) The Trust agrees to pay the Investment Manager and the
Investment Manager agrees to accept as full compensation for all
services rendered by the Investment Manager as such, a fee for
its services for the Portfolio established under Section 4.1 of
the Declaration of Trust at an annual rate in accordance with the
attached fee schedule.
Section 4. Date, Termination and Amendment.
(a) This Agreement shall become effective as of the date set
forth in the first paragraph hereof. This Agreement shall remain
in effect until April 1, 1998, and from year to year thereafter,
but only so long as such continuance is approved at least
annually (i) by the vote of a majority of the members of the
Supervisory Committee who are not parties to this Agreement or
"interested persons" of any such party as that term is used in
the Investment Company Act and (ii) by the Supervisory Committee
or by the vote of a "majority" of the outstanding Units of the
Portfolio as that term is used in the Investment Company Act.
This Agreement may be terminated, on 60 days prior written
notice, as to any Portfolio at any time without the payment of
any penalty, by the vote of a majority of the members of the
Supervisory Committee, by the vote of a majority of the
outstanding Units of such Portfolio, or by the Investment
Manager. This Agreement shall automatically and immediately
terminate in its entirety in the event of the assignment of this
Agreement within the meaning of Section 15(a)(4) of the
Investment Company Act.
(b) No provision of this Agreement may be changed, waived,
discharged or terminated as to any Portfolio orally, but only by
an instrument in writing signed by the Trust and the Investment
Manager and no amendment of this Agreement shall be effective
until approved by the vote of a majority of the members of the
Supervisory Committee who are not parties to this Agreement or
"interested persons" of any such party as that term is used in
the Investment Company Act, cast in person at a meeting called
for the purpose of voting on such amendment, and, if required by
the Investment Company Act, the vote of a majority of the
outstanding Units of the Portfolio.
Section 5. Quarterly Reports. The Investment Manager will
prepare and furnish to the Supervisory Committee, at least
quarterly, written reports evaluating, analyzing, and approving
the Portfolio.
Section 6. Acknowledgement of Fiduciary. The Investment
Manager acknowledges that it is a fiduciary to the extent the
Investment Manager exercises control over assets of such trust of
each Qualified Plan of which a Participating Trust is a part.
Section 7. Governing Law. This Agreement shall be
governed by, and construed in accordance with, the laws of the
State of California.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers, all
as of the day and year first above written.
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT
TRUST FOR RETIREMENT PLANS
By: (Signature)
Chairman, Supervisory Committee
THE BURRIDGE GROUP LLC
By: THE BURRIDGE GROUP INC
Manager Member
By
Its
PAGE
<PAGE>
THE BURRIDGE GROUP LLC
Fee Schedule
The Growth Equity Portfolio
.75% first $10 million
.625% next $10 million
.50% next $20 million
.375% next $20 million
.25% next $40 million
The excess over $100 million is negotiable.
Fees are generally billed quarterly based upon the amount of
assets under management at the beginning of the quarter.
PAGE
<PAGE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION
COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
PROXY
I, a holder of Units of the Growth Equity Portfolio of the
Alameda-Contra Costa Medical Association Collective Investment
Trust for Retirement Plans (the "Trust"), revoke any previous
proxies and appoint William N. Guertin and L. Richard Mello, and
each of them, with full power of substitution, as my proxies to
attend the meeting of the Unitholders to be held on December 20,
1996 at 12:00 p.m., at the offices of the Alameda-Contra Costa
Medical Association, at 6230 Claremont Avenue, Oakland,
California, and any adjournment thereof, and to vote and
otherwise represent my Units in the same manner and with the same
effect as if I were personally present.
THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF
DIRECTIONS, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
1. Approval of a new investment advisor contract with The
Burridge Group LLC.
FOR AGAINST ABSTAIN
___ ___ ___
I also confer discretionary authority to vote with respect to
matters incident to the conduct of the meeting and matters
presented at the meeting not known to my proxies at the time of
soliciting this proxy.
Dated:
(Signature)
(Print/type name of beneficial owner)
(Print/type name of participating trust)
THIS PROXY IS SOLICITED ON BEHALF OF THE SUPERVISORY COMMITTEE OF
THE TRUST.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED
ENVELOPE.
