SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
DREYFUS-WILSHIRE TARGET FUNDS INC.
(Name of Registrant as Specified In Its Charter)
JULIE A. TEDESCO, ASSISTANT SECRETARY
(Name of Person(s) Filing Proxy Statement)
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(j)(2).
[ ] $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 0-11:1
4) Proposed maximum aggregate value of transaction:
1 Set forth the amount on which the filing fee is calculated
and state how it was determined.
[ ] 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:
DREYFUS-WILSHIRE TARGET FUNDS, INC.
Dear Dreyfus-Wilshire Target Funds, Inc. Investor:
We are writing to you in connection with the upcoming
Special Meeting of Shareholders of the Dreyfus-Wilshire Target
Funds, Inc. (the "Company") to be held on May 23, 1996. The
attached Notice of Meeting and Proxy Statement describe several
proposals being submitted for your consideration that can be
divided into three broad categories:
o Corporate Governance: Proposals Nos. 1 and 4 involve the
election of the Board of Directors and the approval of the
Company's independent auditors;
o Consideration of a New Investment Advisory Agreement:
Proposal No. 2 deals with an increase in the contractual
investment advisory fees of Wilshire Associates Incorporated
("Wilshire"), the investment adviser to the Company's investment
portfolios (the "Funds"). Proposal 2, however, will not change
the way the Funds are managed, advised or operated. We believe
this fee increase is fair and reasonable when compared with fees
paid to other high-quality fund managers; and
* Consideration of New Shareholder Service Arrangements:
Proposal No. 3 concerns adopting a shareholder services plan
pursuant to which the Company will reimburse 440 Financial
Distributors, Inc., a wholly-owned subsidiary of First Data
Investor Services Group, Inc. ("First Data"), annually up to 25
basis points for certain shareholder services provided by
securities dealers or other financial intermediaries. Because the
new shareholder services plan will replace the previous
shareholder servicing plan, pursuant to which the Funds each pay
up to 25 basis points for shareholder services, this change should
not result in increased fees to the Funds or their respective
shareholders when compared to recent levels.
Certain of these proposals and various of the changes
described in the Proxy Statement are prompted by a significant
change in the business relationships of the Company. As we noted
in a recent notice to shareholders, The Dreyfus Corporation has
decided for business reasons not to continue as the administrator
of the Company and First Data has agreed to become responsible for
administering the Company. This event has triggered a number of
other changes for the Company, including changes in the Board of
Directors and officers of the Company, changes in its
administrator, distributor, transfer and dividend disbursing
agent, and shareholder services arrangements, and has also
prompted the Board of Directors of the Company and the management
of Wilshire to consider certain other changes in the business and
affairs of the Company. Certain of these changes require
consideration by the shareholders of the Company and these
constitute Proposals Nos. 1, 2 and 3 in the attached Notice of
Meeting and Proxy Statement.
The Company's Board of Directors carefully considered these
matters and has unanimously recommended that you approve them. If
you have any questions after reading the enclosed proxy materials,
please call the Company at 1-800-645-6561.
We urge you to return your proxy card without delay. We
greatly appreciate your continuing support of the Dreyfus-Wilshire
Target Funds, Inc.
Sincerely yours,
Thomas D. Stevens
Chairman of the Board
DREYFUS-WILSHIRE TARGET FUNDS, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on May 23, 1996
_____________
To the Shareholders of
Dreyfus-Wilshire Target Funds, Inc.:
Notice is hereby given that a Special Meeting of
Shareholders of Dreyfus-Wilshire Target Funds, Inc., a Maryland
corporation (the "Company"), will be held at the offices of
Ropes & Gray, One Franklin Square, 1301 K Street, N.W., Suite
800 East, Washington, D.C. 20005-3333, on May 23, 1996, at noon,
for the following purposes:
1. To elect five (5) Directors of the Company
(Proposal 1)
2. To approve or disapprove a proposed new investment
advisory agreement for each Fund with Wilshire Associates
Incorporated, each Fund's Investment Adviser.
(Proposal 2)
3. To approve or disapprove a proposed new shareholder
services plan for each Fund adopted pursuant to Rule 12b-1.
(Proposal 3)
4. To ratify or reject the selection of Coopers & Lybrand as
the independent public accountants being employed by the Company
for the fiscal year ending August 31, 1996. (Proposal 4)
5. To consider and vote upon such other matters as may come
before said meeting or any adjournment thereof.
These Proposals are discussed in greater detail in the
attached Proxy Statement.
The close of business on April 10, 1996 has been fixed as
the record date for the determination of shareholders entitled
to notice of and to vote at the Special Meeting and any
adjournments thereof.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING, WE ASK THAT YOU PLEASE COMPLETE AND SIGN THE
ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES
ARE SET FORTH ON THE INSIDE COVER.
By Order of the Board of Directors
JULIE A. TEDESCO
Assistant Secretary
April 15, 1996
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be
of assistance to you and avoid the time and expense to the
Company involved in validating your vote if you fail to sign
your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears
in the registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of
the party signing should conform exactly to the name shown in
the registration on the proxy card.
3. All Other Accounts: The capacity of the individual
signing the proxy card should be indicated unless it is
reflected in the form of registration. For example:
Registration Valid Signature
Corporate Accounts
(1) ABC Corp ABC Corp.
(2) ABC Corp John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp., Profit Sharing Plan John Doe, Trustee
Company Accounts
(1) ABC Company Jane B. Doe, Treasurer
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe
Custodian or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith, Jr.
(2) John B. Smith.............................................. John B.
Smith, Jr., Executor
DREYFUS-WILSHIRE TARGET FUNDS, INC.
200 Park Avenue
New York, New York 10166
SPECIAL MEETING OF SHAREHOLDERS
May 23, 1996
__________
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors (the "Board") of
Dreyfus-Wilshire Target Funds, Inc. (the "Company") for use at a
Special Meeting of Shareholders of the Company to be held on May
23, 1996, at noon at the offices of Ropes & Gray, One Franklin
Square, 1301 K Street, N.W., Suite 800 East, Washington, D.C.
20005-3333, and at any adjournments thereof (the "Meeting"). The
Company is comprised of the Large Company Growth Portfolio, Large
Company Value Portfolio, Small Company Growth Portfolio and Small
Company Value Portfolio (each, a "Fund" and collectively, the
"Funds"). A Notice of Special Meeting of Shareholders and a proxy
card accompany this Proxy Statement.
SUMMARY OF PROPOSALS
The table set forth below lists each proposal contained in
the Proxy Statement and indicates whether the proposal must be
approved by the shareholders of the Company taken as a whole, or
by the shareholders of each individual Fund.
<TABLE>
<CAPTION>
Proposal Number Proposal Summary Required Approval
<S> <C> <C>
Proposal 1 Election of five (5) Directors of the Company.
Company
Proposal 2 Approval or disapproval of a new investment
advisory agreement between the Company, on
behalf of each Fund, and Wilshire Associates
Incorporated ("Wilshire Associates"), each Fund's
investment adviser. Each Fund
Proposal 3 Approval or disapproval of a shareholder services
plan pursuant to Rule 12b-1. Each Fund
Proposal 4 Approval or disapproval of the selection of Coopers
& Lybrand LLP as the Company's independent public
accountants for the fiscal year ending August 31, 1996.
Company
</TABLE>
PROPOSAL 1 TO ELECT FIVE (5) DIRECTORS OF THE COMPANY
At the Meeting, shareholders will be asked to elect five (5)
Directors. Each of the nominees listed below has consented to
serve as a Director of the Company if elected at the Meeting. If
a designated nominee declines or otherwise becomes unavailable for
election, however, the proxy confers discretionary power on the
persons named therein to vote in favor of a substitute nominee or
nominees. Ms. Wexler has served as a Director since September 21,
1992. Messrs. Bowman and Stevens have served as Directors since
April 1, 1996 and Messrs. Carre and Raab have not yet been elected
to serve as Directors of the Company. Messrs. Bowman and Carre
were nominated by those Directors then in office who were not
"interested persons" of the Company.
Set forth below is a list of the nominees together with certain
other information.
<TABLE>
<CAPTION>
Name, Position with the Company, Number of Shares
Principal Occupation, and % Beneficially
Other Directorships** Owned***As of
During the Past Five Years, March 15, 1996
Address and Age
<S> <C>
DeWitt F. Bowman 0
Since February 1994, Pension Investment Consultant providing
advice on large pension fund investment strategy, new product
evaluation and integration, and large plan investment analysis and
management. For more than four years prior thereto, he was Chief
Investment Officer of the California Public Employees Retirement
System. He currently serves as a director of the RREEF America
REIT, RCM Equity Funds, Inc. and Brandes Investment Trust, and as
a trustee of the Pacific Gas and Electric Co. Nuclear
Decommissioning Trust. His address is c/o Pension Fund
Consulting, 79 Eucalyptus Knoll, Mill Valley, California, 94941
and he is 65 years old.
Peter J. Carre 0
Attorney, Peter Carre and Associates, Law Offices, since 1982. He
practices law in the areas of ERISA and Investment Law. He is 48
years old and his address is c/o Peter Carre and Associates, Law
Offices, 815 Connecticut Avenue, N.W., Washington, D.C. 20006.
*Robert J. Raab, Jr. 0
Senior Vice President and Principal of Wilshire Associates. He is
head of Wilshire Associates' Institutional Services Division and
is responsible for Wilshire Equity, Fixed Income, Index Fund and
Portfolio Accounting products. His address is 1299 Ocean Avenue,
Suite 700, Santa Monica, California 90401 and he is 46 years old.
*Thomas D. Stevens 0
Chairman of the Board of Directors of the Company. Senior Vice
President and Principal of Wilshire Associates and Chief
Investment Officer of Wilshire Asset Management, a provider of
index and structured equity and fixed income applications. His
address is 1299 Ocean Avenue, Suite 700, Santa Monica, California
90401 and he is 46 years old.
Anne Wexler 0
Chairman of the Wexler Group, consultants specializing in
government relations and public affairs. Director of Alumax,
Comcast Corporation, The New England Electric System, Nova
Corporation, Dreyfus Edison Electric Index Fund, Inc., Dreyfus
Life and Annuity Index Fund, Inc., Peoples Index Fund, Inc.,
Peoples S&P Midcap Index Fund, Inc., Dreyfus Florida Intermediate
Municipal Bond Fund, Dreyfus Global Growth, L.P., Dreyfus Florida
Municipal Money Market Fund, Dreyfus Investors GNMA Fund, Dreyfus
New Jersey Municipal Bond Fund, Inc., Dreyfus New York Insured Tax
Exempt Bond Fund, Dreyfus Strategic Growth L.P., Dreyfus 100% U.S.
Treasury Intermediate Term Fund, Dreyfus 100% U.S. Treasury Long
Term Fund, Dreyfus 100% U.S. Treasury Money Market Fund, Dreyfus
100% U.S. Treasury Short Term Fund and Premier Global Investing
Inc. Member of the Board of the Carter Center of Emory
University, the Council of Foreign Relations, the National Park
Foundation, the Visiting Committee of the John F. Kennedy School
of Government at Harvard University and the Board of Visitors of
the University of Maryland School of Public Affairs. Her address
is c/o The Wexler Group, 1317 F Street N.W., Suite 600,
Washington, D.C. 20004, and she is 66 years old.
<FN>
<F1>
* "Interested person" of the Company, as defined in the
Investment Company Act of 1940 (the "1940 Act") by virtue of his
position as an officer or director of the Company's investment
adviser, or one of its affiliates.
<F2>
** Directorships, general partnerships or trusteeships of
companies that are required to report to the Securities and
Exchange Commission (the "SEC") other than registered investment
companies.
<F3>
*** For this purpose, "beneficial ownership" is defined under
Section 13(d) of the Securities Exchange Act of 1934. The
information as to beneficial ownership is based upon information
furnished to the Company by the nominees.
</FN>
</TABLE>
The following officers of the Company will serve in that
capacity until their resignation or removal. The business address
of Ms. Tedesco and Ms. Hogan is One Exchange Place, Boston,
Massachusetts 02109. The business address of all other officers
is 200 Park Avenue, New York, New York 10166.
<TABLE>
<CAPTION>
Name, Position with the Company, Number of Shares
Principal Occupation, and % Beneficially
Directorships* Owned**As of
During the Past Five Years, March 15, 1996
and Age
<S> <C>
Marie E. Connolly 0
President and Treasurer. President and Chief Operating Officer
and a Director of Premier Mutual Fund Services, Inc. ("Premier")
and an officer of other investment companies advised or
administered by The Dreyfus Corporation ("Dreyfus"). From
December 1991 to July 1994, she was President and Chief Compliance
Officer of Funds Distributor, Inc., the ultimate parent company of
which is Boston Institutional Group, Inc. Prior to December 1991,
she served as Vice President and Controller, and later as Senior
Vice President, of The Boston Company Advisers, Inc. She is 38
years old.
John E. Pelletier 0
Vice President and Secretary. Senior Vice President, General
Counsel, Secretary and Clerk of Premier and an officer of other
investment companies advised or administered by Dreyfus. From
February 1992 to July 1994, he served as Counsel for The Boston
Company Advisors, Inc. From August 1990 to February 1992, he was
employed as an associate at Ropes & Gray. He is 31 years old.
Eric B. Fischman 0
Vice President and Assistant Secretary. Associate General Counsel
of Premier and an officer of other investment companies advised or
administered by Dreyfus. From September 1992 to August 1994, he
was an attorney with the Board of Governors of the Federal Reserve
System. He is 31 years old.
Elizabeth Bachman 0
Vice President and Assistant Secretary. Vice President and
Counsel of Premier and an officer of other investment companies
advised or administered by Dreyfus. She is 26 years old.
Therese Hogan 0
Vice President and Assistant Secretary. Since June 1994 Manager
of the State Regulation Department with First Data Investor
Services Group, Inc. ("First Data") and an officer of other
investment companies administered by First Data. From October
1993 to June 1994 she was a Senior Legal Assistant at Palmer &
Dodge, Boston, Massachusetts. For more than 8 years prior
thereto, she was a Blue Sky Paralegal at Robinson & Cole in
Hartford, Connecticut. She is 34 years old.
<CAPTION>
Name, Position with the Company, Number of Shares
Principal Occupation, and % Beneficially
Directorships* Owned**As of
During the Past Five Years, March 15, 1996
and Age
<S> <C>
Julie Tedesco 0
Vice President and Assistant Secretary. Counsel with First Data
and an officer of other investment companies administered by First
Data. From July 1992 to May 1994, she served as Assistant Vice
President and Counsel for The Boston Company Advisors, Inc. From
September 1988 to July 1992, she was employed as an associate at
Hutchins, Wheeler & Dittmar. She is 38 years old.
Joseph F. Tower, III 0
Assistant Treasurer. Senior Vice President, Treasurer and Chief
Financial Officer of Premier and an officer of other investment
companies advised or administered by Dreyfus. From July 1988 to
August 1994, he was employed by The Boston Company, Inc. where he
held various management positions in the Corporate Finance and
Treasury areas. He is 33 years old.
John J. Pyburn 0
Assistant Treasurer. Assistant Treasurer of Premier and an
officer of other investment companies advised or administered by
Dreyfus. From 1984 to July 1994, he was Assistant Vice President
in the Mutual Fund Accounting Department of Dreyfus. He is 60
years old.
Margaret Pardo 0
Assistant Secretary. Legal Assistant with Premier and an officer
of other investment companies advised or administered by Dreyfus.
From June 1992 to April 1995, she was a Medical Coordination
Officer at ORBIS International. Prior to June 1992, she worked as
Program Coordinator at Physicians World Communications Group. She
is 27 years old.
___________________
<FN>
<FN1>
* Directorships, general partnerships or trusteeships of
companies that are required to report to the SEC other than
registered investment companies.
<FN2>
** For this purpose, "beneficial ownership" is defined under
Section 13(d) of the Securities Exchange Act of 1934. The
information as to beneficial ownership is based upon information
furnished to the Company by the nominees.
</FN>
</TABLE>
Because the principal employment of all officers other than
Mses. Hogan and Tedesco is with Premier, it is expected that all
of the officers listed above, other than Mses. Hogan and Tedesco,
will resign upon the termination of Premier's distribution
agreement with the Company and that certain individuals employed
by Wilshire Associates and First Data will be elected to fill the
vacancies created.
No officer, director, or employee of Wilshire Associates,
Dreyfus, Premier or First Data, or any of their parents or
subsidiaries, receives any compensation from the Company for
serving as an officer or Director of the Company. The Company
pays each Director who is not an officer, director or employee of
Wilshire Associates, Dreyfus, Premier or First Data, or any of
their affiliates, $3,000 per annum plus $2,500 per meeting
attended and reimburses them for travel and out-of-pocket
expenses. The aggregate remuneration paid to Directors by the
Company for the fiscal year ended August 31, 1995 amounted to
$21,728 (including reimbursement for travel and out-of-pocket
expenses).
The table below shows the compensation paid to each Director
by the Company for the fiscal year ended August 31, 1995, and by
all other funds in the Dreyfus Family of Funds for the year ended
December 31, 1995. The amounts listed below do not include
reimbursed expenses for attending Board meetings, which amounted
to $598 for all Directors as a group. Messrs. DiMartino, Meyers,
Szarkowski and Feldman resigned from the Board on April 1, 1996.
<TABLE>
Compensation Table
<CAPTION>
Pension or
Aggregate Retirement
Compensation Benefits Accrued Estimated Annual
Name of Person From the as Part of Benefits Upon
and Position Company Company Expenses Retirement
Total
Compensation
From the
Company and
Fund Complex
Paid to
Directors**
<S> <C> <C> <C>
<C>
*Joseph DiMartino, $3,630 $0 N/A $448,618***(94)
Chairman of
the Board
*David P. Feldman, $4,000 $0 N/A $113,783(28)
Director
Jack R. Meyers, $4,500 $0 N/A $21,125(5)
Director
John Szarkowski, $4,500 $0 N/A $21,625(5)
Director
Anne Wexler, $4,500 $0 N/A $62,201(18)
Director
<FN>
<FN1>
* "Interested person" of the Company, as defined in the 1940
Act, by virtue of his position as an officer or director of the
Funds' investment adviser, or one of its affiliates.
<FN2>
** Represents the total compensation paid to such persons by
all investment companies (including the Company) from which such
person received compensation that are considered part of the same
"fund complex" as the Company because they have common or
affiliated investment advisers or administrators. The
parenthetical number represents the number of such investment
companies, including the Company. Amounts are rounded to the
nearest dollar.
</FN>
</TABLE>
The Board has a Nominating Committee which is responsible
for selecting nominees for election as "non-interested" Directors.
This committee consists of all of the Company's "non-interested"
Directors. The Nominating Committee did not meet during the
fiscal year ended August 31, 1995. The Board has no standing
Executive Committee or Audit Committee. The Board met five times
during the fiscal year ended August 31, 1995 and each Director
attended at least 75% of the aggregate of the total number of
Board Meetings and the total number of meetings held by Board
Committees on which he or she served.
Required Vote
In the election of Directors of the Company, those
candidates receiving the highest number of votes cast at the
Meeting if a quorum is present shall be elected to the five
positions.
PROPOSAL 2 TO APPROVE OR DISAPPROVE A PROPOSED
NEW INVESTMENT ADVISORY AGREEMENT
At the Meeting, shareholders of each Fund will be asked to
approve a new investment advisory agreement between the Company,
on behalf of the Funds, and Wilshire Associates, the Funds'
investment adviser (Wilshire Associates in such capacity is
sometimes referred to as the "Adviser").
At a meeting of the Board of Directors held on April 1,
1996, the Directors, including all Directors who are not
"interested persons" of the Company or Wilshire Associates,
unanimously approved and voted to recommend that the shareholders
of each Fund terminate the Company's old investment advisory
agreement with Wilshire Associates (the "Old Agreement") as it
relates to such Fund and adopt a new investment advisory agreement
with Wilshire Associates (the "New Agreement"). A copy of the
form of the New Agreement is attached hereto as Exhibit A. Under
the New Agreement, there will be an increase in the annual
advisory fee from .10 of 1% to .25 of 1% of the value of each
Fund's average daily net assets.
Background
Wilshire Associates has informed the Board that, upon
learning that the termination of Dreyfus' relationship with the
Company would result in a number of other changes in the affairs
of the Company, Wilshire Associates undertook a general review of
certain of the business needs of the Company and of Wilshire
Associates' relationship with the Company. As a result of this
process, Wilshire Associates determined to recommend certain
changes in the affairs of the Company. Of the various matters
which have been considered and approved by the Board in connection
with the changes resulting from termination of Dreyfus'
relationship with the Company, two of such matters require
shareholder action: approval of the New Agreement (this Proposal
No. 2) and adoption of the Shareholder Services Plan (Proposal No.
3).
Old Agreement
Pursuant to the Old Agreement, subject to the supervision
and approval of the Board, Wilshire Associates provides investment
management to each Fund in accordance with such Fund's investment
objectives and policies as stated in the Fund's Prospectus and
Statement of Additional Information as from time to time in
effect. In connection therewith, the Adviser will supervise each
Fund's investments and, if appropriate, the sale and reinvestment
of the Funds' assets. The Adviser will also supply office
facilities, data processing services, clerical, and internal
executive services and stationery and office supplies; make
available information necessary to prepare reports to each Fund's
shareholders, tax returns, reports to and filings with the SEC and
state securities authorities; and generally assist in all aspects
of the Funds' operations. Under the Old Agreement, Wilshire
Associates is entitled to receive an annual investment advisory
fee equal to .10 of 1% of each Fund's average daily net assets,
which is computed daily and paid monthly. Under the Old
Agreement, if in any fiscal year the aggregate annual expenses of
the Fund (including fees pursuant to the Old Agreement and the
Fund's administration agreement, but excluding interest, taxes,
brokerage and, with the prior written consent of the necessary
state securities commissions, extraordinary expenses) exceed the
expense limitations of any state having jurisdiction over the
Fund, the Fund may deduct from the fees to be paid, to the extent
required by state law, that portion of such excess expense which
bears the same relation to the total fee otherwise payable for the
fiscal year by the Fund pursuant to the Old Agreement and the
Company's administration agreement. Wilshire Associates'
obligation under the expense limitation provision of the Old
Agreement between it and the Company is limited to the amount of
its investment advisory fees otherwise payable under that
agreement.
The Old Agreement was initially approved by the Board of
Directors on August 12, 1992 and its renewal was most recently
approved by the Board at a meeting held on April 1, 1996. On
September 21, 1992 the Old Agreement was submitted to and approved
by the Fund's shareholders. The Old Agreement terminates on its
annual reapproval date unless renewed by vote of a majority of the
Board, including a majority of Directors who are not "interested
persons" of the Company or Wilshire Associates, cast in person at
a meeting called for the purpose of voting on such renewal. The
Old Agreement terminates if assigned (as defined in the 1940 Act)
and may be terminated without penalty by the Company by vote of
its board of directors or a majority of its outstanding voting
securities upon 60 days' notice or by the Adviser upon not less
than 90 days' notice.
New Agreement
The terms and conditions of the New Agreement, and the
services to be provided by Wilshire Associates under the New
Agreement, are substantially the same as the Old Agreement, with
the exception of a proposed increase in the investment advisory
fee payable under the New Agreement. Under the New Agreement,
Wilshire Associates would be entitled to receive an annual
investment advisory fee equal to .25 of 1% of each Fund's average
daily net assets. The New Agreement also includes a fifteen month
expense limitation provision (the "Fifteen-Month Limitation"). For
the three month period from June 1, 1996 through August 31, 1996
and the fiscal year September 1, 1996 through August 31, 1997,
Wilshire Associates has agreed that, if the aggregate operating
expenses of any Fund (exclusive of interest, taxes, brokerage,
Rule 12b-1 fees and extraordinary expenses) for such period exceed
the annual rate specified in the following table for such Fund,
the investment advisory fee otherwise payable for that period by
the Fund under the New Agreement will be reduced by the amount of
the excess, but not below an annual fee rate of .10 of 1% of such
Fund's average daily net assets.
<TABLE>
<CAPTION>
FUND ANNUAL RATE (%)
<S> <C>
Large Company Growth Portfolio .80%
Large Company Value Portfolio .77%
Small Company Growth Portfolio .91%
Small Company Value Portfolio .66%
</TABLE>
In addition, under the New Agreement, if in any fiscal year
the aggregate annual expenses of the Fund (including fees pursuant
to the New Agreement and the Fund's administration agreement, but
excluding interest, taxes, brokerage, any Rule 12b-1 plan expenses
and extraordinary expenses) exceed the expense limitations of any
state in which shares of the Fund are qualified for offer and
sale, the Fund may deduct from the fees to be paid, to the extent
required by state law, that portion of such excess expense which
bears the same relation to the total fee otherwise payable for the
fiscal year by the Fund pursuant to the New Agreement and the
Company's administration agreement. Wilshire Associates'
obligation under the expense limitation provision of the New
Agreement is limited to the amount of its investment advisory fees
otherwise payable under that agreement.
The New Agreement will have an initial term of two years and
thereafter will terminate automatically annually unless renewed by
vote of a majority of the Board, including a majority of Directors
who are not "interested persons" of the Company or Wilshire
Associates, cast in person at a meeting called for the purpose of
voting on such renewal. The New Agreement will terminate if
assigned (as defined in the 1940 Act) and may be terminated
without penalty by the Company by vote of its Board or a majority
of its outstanding voting securities upon 60 days' notice or by
the Adviser upon not less than 90 days' notice.
For the fiscal year ended August 31, 1995, the Large Company
Growth Portfolio, the Large Company Value Portfolio, the Small
Company Growth Portfolio and the Small Company Value Portfolio
paid to Wilshire Associates investment advisory fees of $13,162,
$13,764, $13,435 and $21,065, respectively, after giving effect to
a temporary waiver in effect until November 7, 1994 (the "Expired
Waiver"). The fees represented an effective advisory fee rate of
.08 of 1% for the Small Company Value Portfolio and .09 of 1% for
each of the other Portfolios. Without such Expired Waiver, the
Large Company Growth Portfolio, the Large Company Value Portfolio,
the Small Company Growth Portfolio and the Small Company Value
Portfolio would have paid investment advisory fees of $14,834,
$15,835, $15,630 and $25,210, respectively. Absent the Expired
Waiver, but giving effect to the Fifteen-Month Limitation on the
expenses of each Fund under the New Agreement, the amounts paid
under the New Agreement would have been substantially the same as
the amounts which would have been paid under the Existing
Agreement absent the Expired Waiver. The table below sets forth
the amounts that were paid or that would have been paid for the
fiscal year ended August 31, 1995 with respect to each Fund.
<TABLE>
Old Agreement
<CAPTION>
Operating
After Without Expenses
Expired Expired (% rate) Without
Fund Waiver Waiver Expired Waiver
<S> <C> <C> <C>
Large Company Growth $13,162 $14,834 1.05%
Large Company Value $13,764 $15,835 1.02%
Small Company Growth $13,435 $15,630 1.16%
Small Company Value $21,065 $25,210 0.91%
</TABLE>
<TABLE>
New Agreement
<CAPTION>
Without Giving Effect to Fifteen-Month Including Fifteen-Month
Limitation Limitation
Operating Operating
Expenses Expenses
(% rate) (% rate)
After Without Without Without Without
Expired Expired Expired Expired Expired
Fund Waiver Waiver Waiver Waiver Waiver
<S> <C> <C> <C> <C> <C>
Large Company
Growth $32,905 $37,084 1.20% $14,834 1.05%
Large Company
Value $34,410 $39,586 1.17% $15,835 1.02%
Small Company
Growth $33,588 $39,075 1.31% $15,630 1.16%
Small Company
Value $52,663 $63,026 1.06% $25,210 0.91%
</TABLE>
After the Expired Waiver and without giving effect to the
Fifteen-Month Limitation, had the proposed fee been in effect for
the fiscal year ended August 31, 1995, there would have been a
150% increase in the actual advisory fee paid. Absent the Expired
Waiver and without giving effect to the Fifteen-Month Limitation,
the percentage increase would have been 150%. Including the
Fifteen-Month Limitation, had the proposed fee been in effect
there would have been no increase in the advisory fee paid.
If approved, the New Agreement will become effective on May
31, 1996 (or on the date of approval if approved after that date)
and will continue in effect until May 31, 1998, and thereafter
will continue from year to year subject to annual approval by the
Board in the same manner as the Old Agreement.
Factors Considered by the Directors
At a meeting held on April 1, 1996, the Directors determined
that the terms of the New Agreement are fair and reasonable and
that approval of the New Agreement on behalf of each Fund is in
the best interests of such Fund. The Directors considered a
number of factors in deciding to approve an increase in investment
advisory fees payable to the Adviser. Representatives of Wilshire
Associates were present to respond to questions from the Board and
counsel to the Company. The Directors requested, and were
provided, substantial information regarding Wilshire Associates
and the Funds' performance and fees compared to other similar
mutual funds.
The Board considered the business organization, investment
management experience, financial resources and personnel of
Wilshire Associates. The Directors noted the competition for
talented investment personnel and the highly satisfactory advisory
services provided by the Adviser. Wilshire Associates informed
the Board that in Wilshire Associates' judgment, maintaining
competitive advisory fees will, over the longer term, enable it to
continue to provide high-quality management services to the Funds.
The Directors compared the investment advisory fees payable
by each Fund under the New Agreement together with other fees and
expenses of the Funds with those of funds with similar investment
objectives and policies managed by other investment advisers. In
recommending shareholder approval of the New Agreement, the Board
considered information indicating that the advisory fees payable
under the Old Agreement are generally lower than those of
comparable funds and that even with the fee increase proposed
under the New Agreement, the Funds' advisory fees would not exceed
those of many comparable funds.
The Funds' performance was another factor considered by the
Board. The Board compared the past performance of each Fund with
the performance of similar funds advised by other investment
managers with various indices and with industry standards. The
Board determined that performance of the Funds while under the
Adviser's management was highly competitive when compared to the
performance of other similar funds. In addition, the Directors
considered the information provided by Wilshire Associates
regarding the profitability of its current and proposed advisory
fee arrangements with each Fund.
After consideration of the factors stated above, the Board
concluded that (i) the advisory services provided by Wilshire
Associates to the Funds are of high quality and Wilshire
Associates should be encouraged to, and be compensated to, retain
its management personnel; (ii) each Fund's performance under the
Adviser's management is highly competitive when compared to that
of other similar funds; (iii) the advisory fees payable under the
New Agreement are generally comparable to, or lower than, advisory
fees paid by similar funds; and (iv) the profitability to Wilshire
Associates in providing investment services to the Funds is
acceptable. Accordingly, the Board recommends that shareholders
vote for the approval of the New Agreement.
Information Regarding the Adviser
Wilshire Associates is located at 1299 Ocean Avenue, Santa
Monica, California 90401-1085. Wilshire Associates has served as
investment adviser since the Company's inception on September 30,
1992. Wilshire Associates is controlled by Mr. Dennis Tito, who
owned 70% of its outstanding stock as of February 29, 1996. The
names, positions with Wilshire Associates and principal
occupations of the principal executive officer and directors of
Wilshire Associates are set forth in the following table. Mr.
Hammer's address is 230 Park Avenue, Suite 815, New York, New York
10169. The address of all other persons named below is 1299 Ocean
Avenue, Santa Monica, California 90401.
<TABLE>
<CAPTION>
Name Position with the Adviser Principal Occupation
<S> <C> <C>
Dennis A. Tito Chairman of the Board Same
of Directors,President and
Chief Executive Officer
<CAPTION>
Name Position with the Adviser Principal Occupation
<S> <C> <C>
Gilbert Hammer Director and Senior Vice President Same
Robert J. Raab, Jr. Director and Senior Vice President Same
Thomas D. Stevens Director and Senior Vice President Same
Stephen L. Nesbitt Director and Senior Vice President Same
Rosalind M. Hewsenian Director and Vice President Same
Robert C. Kuberek Director and Vice President Same
Howard M. Yata Director and Vice President Same
Cecilia I. Loo Director and Vice President Same
Alan L. Manning Vice President, General Counsel Same
and Secretary
San Slawson Vice President and Treasurer Same
</TABLE>
The following tables compare the costs and expenses that a current
shareholder can expect to incur as an investor in each Fund under
the Old Agreement to the costs and expenses under the New
Agreement. These tables are based on annual operating expenses
for the fiscal year ended August 31, 1995, adjusted to reflect the
fee schedule under the Company's new administration agreement and
the replacement of its present shareholder services plan with The
Dreyfus Corporation with the proposed shareholder services plan
described in Proposal 3 below, but the tables do not reflect any
fee waivers or expense reimbursement arrangements that may be in
effect.
<TABLE>
Large Company Growth Portfolio
<CAPTION>
Current Fees Proposed Fees
Annual Operating Expenses
(as a percentage of average daily net assets)
<S> <C> <C>
Advisory Fees .10% .25%
Rule 12b-1 fees .25% .25%
Other Expenses - including Administration Fees .67% .67%
==== ====
Total Fund Operating Expenses 1.02% 1.17%
<CAPTION>
Large Company Value Portfolio
Current Fees Proposed Fees
Annual Operating Expenses
(as a percentage of average daily net assets)
<S> <C> <C>
Advisory Fees .10% .25%
Rule 12b-1 fees .25% .25%
Other Expenses - including Administration Fees .62% .62%
==== ====
Total Fund Operating Expenses .97% 1.12%
<CAPTION>
Small Company Growth Portfolio
Current Fees Proposed Fees
Annual Operating Expenses
(as a percentage of average net assets)
<S> <C> <C>
Advisory Fees .10% .25%
Rule 12b-1 fees .25% .25%
Other Expenses - including Administration Fees .76% .76%
==== ====
Total Fund Operating Expenses 1.11% 1.26%
<CAPTION>
Small Company Value Portfolio
Current Fees Proposed Fees
Annual Operating Expenses
(as a percentage of average net assets)
<S> <C> <C>
Advisory Fees .10% .25%
Rule 12b-1 fees .25% .25%
Other Expenses - including Administration Fees .51% .51%
==== ====
Total Fund Operating Expenses .86% 1.01%
</TABLE>
<TABLE>
Example: Based on the expense ratios set forth in the table
above, an investor would pay the following expenses on a $1,000
investment (1) assuming a 5% annual return, (2) assuming
redemption at the end of each time period with respect to the
classes listed and (3) disregarding any fee waivers.
<CAPTION>
1 Year 3 Years 5 Years 10 Years
Current Proposed Current Proposed Current Proposed Current Proposed
Fees Fees Fees Fees Fees Fees Fees Fees
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Large Company
Growth Portfolio $10 $12 $32 $37 $56 $64 $125 $142
Large Company
Value Portfolio $10 $11 $31 $36 $54 $62 $119 $136
Small Company
Growth Portfolio $11 $13 $35 $40 $61 $69 $135 $152
Small Company
Value Portfolio $9 $10 $27 $32 $48 $56 $106 $124
</TABLE>
Required Vote
Approval of the New Agreement with respect to each Fund will
require the affirmative vote of a "majority of the outstanding
voting securities" of such Fund, which for this purpose 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 if more than 50% of the
outstanding shares of the Fund are represented at the Meeting in
person or by proxy. If shareholder approval of the New Agreement
is not obtained by a Fund, Wilshire Associates will continue to
act as investment adviser to the Fund pursuant to the Old
Agreement under the terms of the Old Agreement.
PROPOSAL 3 TO APPROVE OR DISAPPROVE A PROPOSED
SHAREHOLDER SERVICES PLAN
At the Meeting, shareholders of each Fund will be asked to
approve a shareholder services plan (the "12b-1 Plan") adopted
pursuant to Rule 12b-1 under the 1940 Act with respect to the only
currently existing class of shares of each Fund (which the Board
has designated the "Investment Class" of shares in anticipation of
the future issuance of other classes of shares of the Funds). At
a meeting of the Board held on April 1, 1996, the Directors,
including all Directors who are not "interested persons" of the
Company, First Data or 440 Financial Distributors, Inc. ( the
"Distributor"), a wholly-owned subsidiary of First Data which will
become the Company's distributor on May 31, 1996, unanimously
approved and voted to (1) recommend that the shareholders of each
Fund adopt the 12b-1 Plan and (2) terminate the Company's existing
Shareholder Services Plan (the "Previous Services Plan"). A copy
of the form of 12b-1 Plan is attached hereto as Exhibit B. Under
the 12b-1 Plan, the maximum amount payable by each Fund for
shareholder servicing and distribution services will be no greater
than the maximum amount payable by such Fund for shareholder
servicing under the Previous Services Plan. The actual annual
amount paid by a Fund under the 12b-1 Plan may be higher or lower
than that paid under the Previous Services Plan.
Previous Services Plan
Pursuant to the Previous Services Plan, each Fund reimbursed
Dreyfus Service Corporation, a wholly owned subsidiary of Dreyfus,
an amount not to exceed an annual rate of .25 of 1% of the value
of each Find's average daily net assets for certain allocated
expenses of providing personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the
Funds and providing reports and other information, and services
related to the maintenance of shareholder accounts.
Under the Previous Services Plan, during the fiscal year
ended August 31, 1995, the Large Company Growth Portfolio, the
Large Company Value Portfolio, the Small Company Growth Portfolio
and the Small Company Value Portfolio paid $34,200, $39,503,
$38,741 and $62,831, respectively.
The Previous Services Plan was initially approved by the
Board on August 11, 1993 and its renewal most recently approved by
the Board at a meeting held on April 1, 1996. The Previous
Services Plan is renewable by vote of (i) a majority of the Board
and (ii) a majority of Directors who are not "interested persons"
of the Company and who have no direct or indirect financial
interest in the operation of the Previous Services Plan or any
agreements related to it. The Previous Services Plan is
terminable at any time by vote of a majority of those Directors
described in clause (ii) in the immediately preceding sentence.
The Previous Services Plan was not adopted under Rule 12b-1 and
did not require shareholder approval.
12b-1 Plan
The 12b-1 Plan provides that each Fund will reimburse the
Distributor at an annual rate of up to 0.25 of 1% of the average
daily net assets of each Fund attributable to its Investment Class
shares for certain shareholder services provided by securities
dealers or other financial intermediaries.
The 12b-1 Plan will continue in effect after the first
anniversary of its effective date only so long as such continuance
is approved at least annually by vote of a majority of the Board,
including a majority of Directors who are not "interested persons"
of the Company, First Data or the Distributor, cast in person at a
meeting called for the purpose of voting on such continuance. The
12b-1 Plan may be terminated without penalty by vote of a majority
of Directors who are not interested persons or a majority of the
outstanding Investment Class shares.
Factors Considered by the Directors
The Directors have determined that there is a reasonable
likelihood that the adoption of the 12b-1 Plan will benefit each
Fund and its shareholders. In reaching such conclusion, the
Directors considered a number of factors. The Directors obtained
information from the Distributor, were advised by counsel, and met
with representatives of the Distributor and First Data regarding
the proposed plan and available alternatives.
The Directors, in considering the proposed 12b-1 Plan, were
cognizant of the fact that the services furnished by Dreyfus
Service Corporation under the Previous Service Plan would
effectively terminate with the termination of Dreyfus'
relationship with the Company on May 31, 1996. The Board had
previously determined that the personal services furnished to
investors pursuant to the Previous Services Plan were beneficial
to the Company and its shareholders, and the Directors considered
whether the 12b-1 Plan would be a reasonable alternative to or
replacement for the Previous Services Plan. In this regard, they
considered the extent to which the 12b-1 Plan would provide
incentives for broker-dealers and other financial intermediaries
and their representatives to provide personal and/or account
maintenance services to the Investment Class shareholders of each
Fund, and they concluded that there is a reasonable likelihood
that the 12b-1 Plan will encourage the provision of such personal
services to the Investment Class shareholders of the Fund.
The Directors considered the apparent intensifying
competition among financial intermediaries, the emerging
significance of mutual fund "supermarkets" and the enhanced levels
of shareholder and investor services furnished by certain of such
intermediaries and "supermarkets." They considered the extent to
which "service fees" and "12b-1 fees" are prevalent in the
industry and important sources of compensation for such financial
intermediaries, supermarkets and their representatives. In this
regard, the Directors considered the likelihood that the
Investment Class shareholders of the Funds would be disadvantaged
and not receive the same degree of personal and/or account
maintenance services from such financial representatives if the
Company and the Distributor do not provide reasonably competitive
compensation for such services. The Directors also considered
whether the adoption of the 12b-1 Plan would facilitate access by
the Funds and the Investment Class shareholders to these
intermediaries and "supermarkets." The Directors determined that
there is a reasonable likelihood that the adoption of the 12b-1
Plan will facilitate access to, and the furnishing of, levels of
personal and/or account maintenance services which are competitive
with those furnished to shareholders of other funds offered
through such intermediaries, supermarkets and their
representatives.
The Directors considered the possible effects on the asset
base and growth of the Funds and the consequences to shareholders
if financial intermediaries and their representatives are not
furnished with reasonable compensation for furnishing personal or
account maintenance services to the shareholders. They determined
that there is a significant likelihood that without a reasonable
services compensation plan the assets of the Funds and of the
Investment Class would not experience reasonable growth or would
actually shrink with the result that expense ratios would not
decrease as much as, or would increase more than, would otherwise
be the case.
The Directors also considered the availability of reasonable
alternatives to the 12b-1 Plan and the relative collateral
benefits to Wilshire Associates and First Data, as the adviser and
administrator, respectively, of the Funds. The Directors
recognized that the maintenance or growth of the asset base of
each Fund would benefit Wilshire Associates and First Data by
preserving or growing the assets upon which Wilshire Associates'
advisory fees and First Data's administration fees are based, but
the Directors concluded that such benefits to Wilshire Associates
and First Data are not disproportionate to the benefits to the
Funds and their Investment Class shareholders.
The Directors compared the distribution fees under the 12b-1
Plan with other similar mutual funds and concluded that the
maximum fee under the 12b-1 Plan is comparable to fees payable by
other similarly distributed funds. The Directors noted that the
terminated Dreyfus Plan provided for the same maximum amount of
annual fees as the 12b-1 Plan and that payments during the year
ended August 31, 1995 under the Dreyfus Plan had approximated the
maximum amounts permitted under that Plan. Accordingly, the
Directors concluded that the adoption of the 12b-1 Plan should
have little or no effect on the total annual fees payable by the
Investment Class of each Fund compared to the year ended August
31, 1995.
After consideration of the factors stated above, the Board
concluded that (i) the 12b-1 Plan will encourage the provision of
personal services to the Investment Class shareholders of the Fund
and thus serve as an appropriate replacement for the terminated
Previous Services Plan; (ii) the adoption of the 12b-1 Plan will
facilitate access to, and the furnishing of, levels of personal
and/or account maintenance services which are competitive with
those furnished to shareholders of other funds offered through
financial intermediaries, mutual fund supermarkets and their
representatives; (iii) without a reasonable services compensation
plan, the assets of the Funds and of the Investment Class would
not experience reasonable growth or would actually shrink with the
result that expense ratios would not decrease as much as, or would
increase more than, would otherwise be the case; (iv) the benefits
to other service providers are not disproportionate to the
benefits to the Funds and their Investment Class shareholders; and
(v) there is a reasonable likelihood that the adoption of the 12b-
1 Plan will benefit each Fund and its shareholders. Accordingly,
the Board recommends that shareholders vote for the approval of
the 12b-1 Plan.
Required Vote
Approval of the 12b-1 Plan with respect to each Fund will
require the affirmative vote of a "majority of the outstanding
voting securities" of such Fund, which for this purpose 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 if more than 50% of the
outstanding shares of the Fund are represented at the Meeting in
person or by proxy.
PROPOSAL 4 TO RATIFY OR REJECT THE SELECTION OF
COOPERS & LYBRAND LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS
At the Meeting, shareholders of each Fund will be asked to
vote in favor of ratifying the selection, by a majority of the
Directors who are not "interested persons" (as that term is
defined in the 1940 Act) of the Company, of Coopers & Lybrand LLP
under Section 32(a) of the 1940 Act as independent public
accountants to certify every financial statement of the Company
required by the law or regulation to be certified by independent
public accountants and filed with the SEC in respect of all or any
part of the fiscal year ending August 31, 1996. Coopers & Lybrand
has no direct or material indirect interest in the Trust. A
representative of Coopers & Lybrand is expected to be present at
the Meeting and will have an opportunity to make a statement if he
or she desires to do so. Such representative is also expected to
be available to respond to appropriate questions.
OTHER INFORMATION
General Information
Proxy solicitations will be made primarily by mail by
officers of the Company; officers and employees of First Data and
affiliates of First Data. Other representatives of the Company
may also solicit proxies by telephone, electronic mail or in
person. The costs of the proxy solicitation and the expenses
incurred in connection with preparing the Proxy Statement and its
enclosures will be paid by the Company. The Company's most recent
annual and semi-annual reports are available upon request, without
charge, by writing to the Company at 144 Glenn Curtis Boulevard,
Uniondale, New York 11566-0144 or calling the Company at 1-800-
645-6561. This Proxy Statement is first being mailed to
shareholders on or about April 15, 1996.
Each Fund currently issues one class of shares, the
Investment Class shares, and has received authorization to issue a
new class of shares, the Institutional Class shares. All shares
presently outstanding are Investment Class shares. Each
shareholder is entitled to one vote for each full share and an
appropriate fraction of a vote for each fractional share held. If
the enclosed Proxy is properly executed and returned in time to be
voted at the Meeting, the shares represented thereby will be voted
in accordance with the instructions marked thereon. Unless
instructions to the contrary are marked thereon, the Proxy will be
voted FOR the election of the nominees as Directors and FOR the
other matters listed in the accompanying Notice of a Special
Meeting of Shareholders. Any shareholder who has given a proxy
has the right to revoke it at any time prior to its exercise
either by attending the Meeting and voting his or her shares in
person or by submitting a letter of revocation or a later-dated
Proxy to the Company at the above address prior to the date of the
Meeting.
In the event that a quorum is present at the Meeting but
sufficient votes to approve any of the proposed items is not
received, the persons named as proxies may propose one or more
adjournments of such Meeting to permit further solicitation of
proxies. A shareholder vote may be taken on one or more of the
proposals in this Proxy Statement prior to such adjournment if
sufficient votes have been received and it is otherwise
appropriate. Any such adjournment will require the affirmative
vote of a majority of those shares of the Company present at the
Meeting in person or by proxy. If a quorum is present, the
persons named as proxies will vote those proxies that they are
entitled to vote FOR any such proposal in favor of such an
adjournment and will vote those proxies required to be voted for
rejection of any such item against any such adjournment.
The close of business on April 10, 1996 has been fixed as
the record date for the determination of shareholders entitled to
notice of and to vote at the Meeting, including all adjournments
thereof. On the record date there were outstanding ______________
shares of the Large Company Growth Portfolio,
_____________________ shares of the Large Company Value Portfolio,
_____________________ shares of the Small Company Growth Portfolio
and _______________ shares of the Small Company Value Portfolio.
Appendix A to this Proxy Statement sets forth with respect to each
Fund a list of shareholders who beneficially own more than 5% of
the outstanding shares of such Fund as of the record date. As of
the record date, the officers and the Directors of the Company
beneficially owned less than 1% of the outstanding shares of each
Fund.
Principal Underwriter and Administrator
Premier currently acts as distributor of each Fund's shares.
The business address for Premier is One Exchange Place, Boston,
Massachusetts 02109. Dreyfus currently acts as the Company's
administrator and its business address is 200 Park Avenue, New
York, New York 10166.
Broker Non-Votes and Abstentions
If a proxy which is properly executed and returned
accompanied by instructions to withhold authority to vote
represents a broker "non-vote" (i.e. shares held by brokers or
nominees as to which (i) instructions have not been received from
the beneficial owners or the persons entitled to vote and (ii) the
broker or nominee does not have the discretionary voting power on
a particular matter), is unmarked, or is marked with an abstention
(collectively, "abstentions"), the shares represented thereby will
be considered to be present at the Meeting for purposes of
determining the existence of a quorum for the transaction of
business. With respect to Proposals 1 and 4, neither abstentions
nor broker non-votes have any effect on the outcome. With respect
to Proposals 2 and 3, abstentions and broker non-votes has the
effect of a negative vote on the proposal. Any shareholder who
has given a proxy has the right to revoke it at any time prior to
its exercise either by attending the Meeting and voting his or her
shares in person, or by submitting a letter of revocation or a
later-dated proxy to the Company at the above address prior to the
date of the Meeting.
Shareholders of the Company will be informed of the voting
results of the Meeting in the Trust's Annual Report dated August
31, 1996.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Company is not generally required to hold annual or
special shareholder meetings. Shareholders wishing to submit
proposals for inclusion in a proxy statement for a subsequent
shareholder meeting should send their written proposals to the
Assistant Secretary of the Company, c/o First Data Investor
Services Group, Inc., One Exchange Place, Boston, Massachusetts
02109. Shareholder proposals for inclusion in the Company's proxy
statement for any subsequent meeting must be received by the
Company a reasonable period of time prior to any such meeting.
SHAREHOLDERS' REQUEST FOR SPECIAL MEETING
Shareholders holding at least 10% of the Company's
outstanding voting securities (as defined in the 1940 Act) may
require the calling of a meeting of shareholders for the purpose
of voting on the removal of any Board member of the Company.
Meetings of shareholders for any other purpose also shall be
called by the Board members when requested in writing by
shareholders holding at least 10% of the shares then outstanding.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board does not intend to present any other business at
the Meeting, nor is it aware that any shareholder intends to do
so. If, however, any other matters are properly brought before
the Meeting, the persons named in the accompanying form of proxy
will vote thereon in accordance with their judgment.
April 15, 1996
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
APPENDIX A
<TABLE>
Holders of Greater than Five Percent of Shares
As of April 10, 1996
<CAPTION>
Number and
Portfolio Name of Holder Percentage of Shares
<S> <C> <C>
</TABLE>
EXHIBIT A
FORM OF
INVESTMENT ADVISORY AGREEMENT
WILSHIRE TARGET FUNDS, INC.
Providence, Rhode Island
May 31, 1996
Wilshire Associates Incorporated
1299 Ocean Avenue
Santa Monica, California 90401-1085
Ladies and Gentlemen:
Wilshire Target Funds, Inc., a Maryland
corporation (the "Fund") consisting of the series set
forth on Exhibit A hereto, as such Exhibit may be
revised from time to time (each, a "Series"), herewith
confirms its agreement with Wilshire Associates
Incorporated ("Wilshire") as follows:
The Fund desires to employ its capital by
investing and reinvesting the same in investments of
the type and in accordance with the limitations
specified in its Articles of Incorporation and in its
Prospectus and Statement of Additional Information as
from time to time in effect, copies of which have been
or will be submitted to the Wilshire, and in such
manner and to such extent as from time to time may be
approved by the Fund's Board of Directors. The Fund
currently employs Wilshire (the "Adviser") to act as
its investment adviser pursuant to an investment
advisory agreement, dated August 12, 1992, as revised
September 17, 1992, and desires to continue the
employment of the Adviser as its investment adviser
pursuant to this Agreement. The Fund also employs
First Data Investor Services Group, Inc. (the
"Administrator") as its administrator pursuant to a
separate agreement of even date herewith.
In this connection it is understood that from time
to time the Adviser may employ or associate with itself
such other person or persons as the Adviser may believe
to be particularly fitted to perform, or to assist it
in the performance of, some or all of its
responsibilities under this Agreement. Such person or
persons may be persons who are employed by the Adviser,
the Administrator and/or the Fund as officers or
employees or to furnish other services to or for the
Fund. The compensation of such person or persons shall
be paid by the Adviser and no obligation may be
incurred on the Fund's behalf in any such respect.
Subject to the supervision and approval of the
Fund's Board of Directors, the Adviser will provide
investment management of each Series' portfolio in
accordance with such Series' investment objective and
policies as stated in the Fund's Prospectus and
Statement of Additional Information as from time to
time in effect. In connection therewith, the Adviser
will supervise such Series' investments and, if
appropriate, the sale and reinvestment of the Series'
assets. The Adviser will furnish to the Fund such
statistical information, with respect to the
investments which the Fund may hold or contemplate
purchasing, as the Fund may reasonably request. The
Fund wishes to be informed of important developments
materially affecting any Series' portfolio and shall
expect the Adviser, on its own initiative, to furnish
to the Fund from time to time such information as the
Adviser may believe appropriate for this purpose.
In addition, the Adviser will supply office
facilities (which may be in the Adviser's own offices),
data processing services, clerical, internal executive
services, and stationery and office supplies; make
available information necessary to prepare reports to
each Series' stockholders, tax returns, reports to and
filings with the Securities and Exchange Commission and
state Blue Sky authorities; and generally assist in all
aspects of the Fund's operations.
The Adviser shall exercise its best judgment in
rendering the services to be provided to the Fund
hereunder and the Fund agrees as an inducement to the
Adviser's undertaking the same that the Adviser shall
not be liable hereunder for any error of judgment or
mistake of law or for any loss suffered by any Series,
provided that nothing herein shall be deemed to protect
or purport to protect the Adviser against any liability
to a Series or to its securityholders to which the
Adviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the
performance of its duties hereunder, or by reason of
the Adviser's reckless disregard of its obligations and
duties hereunder.
In consideration of the services rendered pursuant
to this Agreement, the Fund will pay the Adviser a fee
calculated daily and paid monthly at the annual rate
set forth opposite each Series' name on Exhibit A
hereto based on the value of such Series' average daily
net assets. Net asset value shall be computed on such
days and at such time or times as described in the
Fund's then-current Prospectus and Statement of
Additional Information. Upon any termination of this
Agreement before the end of any month, the fee for such
part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly
period and shall be payable upon the date of
termination of this Agreement.
For the purpose of determining fees payable to the
Adviser, the value of each Series' net assets shall be
computed in the manner specified in the Fund's Articles
of Incorporation for the computation of the value of
each Series' net assets.
However, for the three month period June 1, 1996
through August 31, 1996 and the fiscal year September
1, 1996 through August 31, 1997, if the aggregate
operating expenses of any Series (exclusive of
interest, taxes, brokerage, 12b-1fees and extraordinary
expenses) for such period exceed the annual rate
specified in the following table for such class, the
investment advisory fee otherwise payable for that
period by the Series under this Agreement will be
reduced by the amount of the excess, but not below an
annual fee rate of .10 of 1% of such Series' average
daily net assets.
Series Annual Rate (%)
Large company Growth Portfolio .80
Large company Value Portfolio .77
Small company Growth Portfolio .91
Small company Value Portfolio .66
The Adviser will bear all expenses in connection
with the performance of its services under this
Agreement. All other expenses to be incurred in the
operation of the Fund will be borne by the Fund, except
to the extent specifically assumed by the Adviser. The
expenses to be borne by the Fund include, without
limitation, the following: distribution expense,
transfer agency expense, dividend disbursing and
shareholder services agency expense, organizational
costs, taxes, interest, brokerage fees and commissions,
if any, fees of Directors who are not officers,
directors, employees or holders of 5% or more of the
outstanding voting securities of Wilshire or any of its
affiliates, Securities and Exchange Commission fees and
state Blue Sky qualification fees, investment advisory
and administration fees, charges of custodians, certain
insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent
pricing services, costs of maintaining corporate
existence, costs attributable to investor services
(including, without limitation, telephone and personnel
expenses), costs of preparing and printing prospectuses
and statements of additional information for regulatory
purposes and for distribution to existing stockholders,
costs of stockholders' reports and corporate meetings,
and any extraordinary expenses.
As to each Series, if in any fiscal year the
aggregate annual expenses of the Series (including fees
pursuant to this Agreement, but excluding interest,
taxes, brokerage, 12b-1 plan fees and extraordinary
expenses) exceed the expense limitation of any state in
which shares of the Series are qualified for offer and
sale, the Fund may deduct the amount of the excess from
the fees to be paid hereunder, to the extent required
by state law and to the extent that such excess has not
been born by the Administrator or any other person
furnishing services to the Fund. The Adviser's
obligation pursuant hereto is limited to the amount of
its fees hereunder. Such deduction, if any, will be
estimated daily, and reconciled and deducted on a
monthly basis.
The Fund understands that the Adviser now acts, or
may in the future act, as investment adviser to various
investment companies and fiduciary or other managed
accounts, and the Fund has no objection to the
Adviser's so acting, provided that when the purchase or
sale of securities of the same issuer is suitable for
the investment objectives of two or more companies or
accounts managed by the Adviser which have available
funds for investment, the available securities will be
allocated in a manner believed by the Adviser to be in
keeping with its fiduciary or contractual duties to
each company or account. It is recognized that in some
cases this procedure may adversely affect the price
paid or received by one or more Series or the size of
the position obtainable for or disposed of by one or
more Series.
In addition, it is understood that the persons
employed by the Adviser to assist in the performance of
its duties hereunder will not devote their full time to
such service and nothing contained herein shall be
deemed to limit or restrict the right of the Adviser or
the right of any of its affiliates to engage in and
devote time and attention to other businesses or to
render services of whatever kind or nature.
Any person, even though also an officer, director,
partner, employee or agent of the Adviser, who may be
or become an officer, director, employee or agent of
the Fund, shall be deemed, when rendering services to
the Fund or acting on any business of the Fund, to be
rendering such services to or acting solely for the
Fund and not as an officer, director, partner, employee
or agent or one under control or direction of the
Adviser even though paid by the Adviser.
The Fund recognizes that from time to time
directors, officers and employees of the Adviser may
serve as directors, trustees, partners, officers and
employees of other corporations, business trusts,
partnerships or other entities (including other
investment companies) and that such other entities may
include the name "Wilshire" as part of their name, and
that the Adviser or its affiliates may enter into
investment advisory or other agreements with such other
entities. If the Adviser ceases to act as the Fund's
investment adviser, the Fund agrees to take all
necessary action to change the name of the Fund as soon
as practicable, and in no event longer than nine
months, after receipt of a request from the Adviser to
do so, to a name not including "Wilshire" in any form
or combination of words.
As to each Series, this Agreement shall continue
in effect until the date set forth opposite such
Series' name on Exhibit A hereto (the "Reapproval
Date"), and thereafter shall continue automatically for
successive annual periods ending on the day of each
year set forth opposite such Series' name on Exhibit A
hereto (the "Reapproval Day"), provided such
continuance is specifically approved at least annually
by (i) the Fund's Board of Directors or (ii) vote of a
majority (as defined in the Investment Company Act of
1940) of such Series' outstanding voting securities,
provided that in either event its continuance also is
approved by a majority of the Fund's Directors who are
not "interested persons" (as defined in said Act) of
any party to this Agreement, by vote cast in person at
a meeting called for the purpose of voting on such
approval. As to each Series, this Agreement is
terminable without penalty, on 60 days' notice, by the
Fund's Board of Directors or by vote of holders of a
majority of such Series' shares or, upon not less than
90 days' notice, by the Adviser. This Agreement also
will terminate automatically, as to the relevant
Series, in the event of its assignment (as defined in
said Act).
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing
and returning to us the enclosed copy hereof.
Very truly yours,
WILSHIRE TARGET FUNDS, INC.
By:_______________________________
Accepted:
WILSHIRE ASSOCIATES INCORPORATED
By:_______________________________
EXHIBIT A
Annual Fees as a Reapproval Date Reapproval Day
Name of Series Percentage of
Average Daily Net
Assets
Large Company Growth
Portfolio .25 of 1% May 31, 1998 May 31
Large Company Value
Portfolio .25 of 1% May 31, 1998 May 31
Small Company Growth
Portfolio .25 of 1% May 31, 1998 May 31
Small Company Value
Portfolio .25 of 1% May 31, 1998 May 31
EXHIBIT B
FORM OF
WILSHIRE TARGET FUNDS, INC.
Investment Class Shares
Shareholder Services Plan
Under Rule 12b-1
This Plan (the "Plan") constitutes the Shareholder
Services Plan relating to the Investment Class shares
of each of the Portfolios of Wilshire Target Funds,
Inc. (the "Fund") identified in Appendix A hereto.
Appendix A may be amended from time to time as provided
herein.
Section 1. The Fund will reimburse the distributor of the
Investment Class shares of each Portfolio (the "Distributor"), for
its shareholder services expenses (the "Shareholder Services Fee")
at an annual rate of up to 0.25 of 1% of the average daily net
assets of such Portfolio attributable to its Investment Class
shares. The Shareholder Services Fee shall be accrued daily and
paid monthly or at such other intervals as the Directors shall
determine. The Distributor may be reimbursed for payments to
securities dealers or other organizations as service fees pursuant
to agreements with such organizations for providing personal
services to investors in Investment Class shares and/or the
maintenance of shareholder accounts. It is intended that payments
under this Plan shall qualify as "service fees" as defined in
Section 26 of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. (or any successor
provision) as in effect from time to time (the "NASD Rule").
Section 2. This Plan shall not take effect until it has
been approved (i) by votes of the majority of both (a) the
Directors of the Fund, and (b) the Independent Directors of the
Fund, in each case cast in person at a meeting called for the
purpose of voting on this Plan, and (ii) and by vote of a majority
of the outstanding Investment Class shares, and shall in no event
take effect before May 31, 1996. This Plan shall continue in
effect for a period of more than one year after May 31, 1996 only
so long as such continuance is specifically approved at least
annually by votes of the majority (or whatever other percentage
may, from time to time, be required by Section 12(b) of the
Investment Company Act of 1940 (the "Act") or the rules and
regulations thereunder) of both (a) the Directors of the Fund, and
(b) the Independent Directors of the Fund, cast in person at a
meeting called for the purpose of voting on this Plan or such
agreement.
Section 3. Any person authorized to direct the disposition
of monies paid or payable by the Fund pursuant to this Plan or any
related agreement shall provide to the Directors of the Fund, and
the Directors shall review, at least quarterly, a written report
of the amounts so expended and the purposes for which such
expenditures were made.
Section 4. This Plan may be terminated at any time by vote
of a majority of the Independent Directors, or by vote of a
majority of the outstanding Investment Class shares.
Section 5. All agreements with any person relating to
implementation of this Plan shall be in writing, and any agreement
related to this Plan shall provide:
A. That such agreement may be terminated at any time,
without payment of any penalty, by vote of a majority
of the Independent Directors or by vote of a majority
of the outstanding Investment Class shares, on not more
than 60 days' written notice to any other party to the
agreement; and
B. That such agreement shall terminate automatically
in the event of its assignment.
Section 6. This Plan may not be amended to increase
materially the amount of expenses permitted pursuant to Section 1
hereof without approval by a vote of at least a majority of the
outstanding Investment Class shares, and all material amendments
of this Plan (including any amendment to add a Portfolio to
Appendix A) shall be approved in the manner prescribed in Section
2(i).
Section 7. As used in this Plan, (a) the term "Independent
Directors" shall mean those Directors of the Fund who are not
interested persons of the Fund, and have no direct or indirect
financial interest in the operation of this Plan or any agreements
related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the Act
and the rules and regulations thereunder, and the term "majority
of the outstanding Investment Class shares" shall mean the lesser
of the 67% or the 50% voting requirements specified in clauses (A)
and (B), respectively, of the third sentence of Section 2(a)(42)
of the Act, all subject to such exemptions as may be granted by
the Securities and Exchange Commission.
APPENDIX A
Large Company Growth Portfolio
Large Company Value Portfolio
Small Company Growth Portfolio
Small Company Value Portfolio
DREYFUS - WILSHIRE TARGET FUNDS, INC.
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
The undersigned holder of shares of common stock ("Common Stock")
of [Large Company Growth Portfolio\Large Company Value
Portfolio\Small Company Growth Portfolio\Small Company Value
Portfolio] (the "Portfolio") of Wilshire Target Funds Inc. (the
"Company") hereby appoints Robert Guiod and Julie A. Tedesco and
each of them, the attorneys and proxies of the undersigned, with
full power of revocation and substitution, to vote on behalf of
the undersigned as indicated herein, all of the shares of Common
Stock of the Portfolio standing in the name of the undersigned at
the close of business on April 10, 1996, at the Special Meeting of
Shareholders to be held at the offices of Ropes & Gray, One
Franklin Square, 1301 K Street, N.W. Suite 800 East, Washington,
DC, at noon on Thursday, May 23, 1996, and at any and all
adjournments thereof, with all of the powers the undersigned would
possess if then and there personally present and especially (but
without limiting the general authorization and power hereby given)
to vote as indicated on the proposals, as more fully described in
the Proxy Statement for the meeting. The undersigned hereby
acknowledges receipt of the Notice of Special Meeting and Proxy
Statement and revokes any proxy previously given.
Please sign and date reverse side.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR
THE PROPOSALS BELOW UNLESS OTHERWISE INDICATED.
1. To elect 5 nominees for Director of the Company
FOR all nominees listed
(except as marked to the contrary below)
WITHHOLD AUTHORITY
to vote for all nominees
DeWitt Bowman, Peter Carre, Robert J. Raab, Jr., Thomas D. Stevens
and Anne Wexler
(Instruction: To withhold authority for any individual, write his
or her name on the line below)
__________________________________________________________________
__
2. To approve a new Investment Advisory Agreement.
FOR AGAINST ABSTAIN
3. To approve a new Rule 12b-1 Plan.
FOR AGAINST ABSTAIN
4. To ratify or reject the selection of Coopers & Lybrand LLP as
Independent Public Accountants .
FOR AGAINST ABSTAIN
Signature(s) should be
exactly as name or names appearing on this
proxy. If shares are
held jointly, each holder should sign. If
signing is by attorney,
executor, administrator, trustee
or guardian, please give
full title.
DATE:
, 1996
Signature(s)
Signature(s)
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