<PAGE> 1
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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
PACIFIC CAPITAL FUNDS
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
PACIFIC CAPITAL
SMALL CAP FUND
INTERNATIONAL STOCK FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219-3035
, 2001
Dear Shareholder:
As you may know, Nicholas-Applegate Capital Management, the subadvisor to
the Pacific Capital Small Cap Fund and Pacific Capital International Stock Fund,
has agreed to merge with a subsidiary of Allianz AG, a publicly traded German
company. After careful consideration, we have retained Nicholas-Applegate as the
investment subadvisor to the Funds, subject to shareholder approval. In
determining whether to approve this decision, please note that:
- The key Nicholas-Applegate employees who acted as advisors to the Funds
will continue to act as advisors to the Funds.
- The number of shares you own, the advisory fees the Funds pay, and the
investment objectives of the Funds will not change.
- You will continue to receive the high quality investment management and
shareholder services that you have come to expect since the Funds began
operations.
We recommend that you read the enclosed materials carefully and then vote
"FOR" the proposal.
Your vote is important. Please take a moment now to sign and return your
proxy card in the enclosed postage paid return envelope. Thank you for your
cooperation and continued support.
Sincerely,
WALTER J. LASKEY
Trustee and Chairperson
on behalf of the Board of Trustees of
Pacific Capital Funds
Q&A on reverse side
<PAGE> 3
Q. WHAT IS HAPPENING?
A. The subadvisor to the Small Cap Fund and the International Stock Fund,
Nicholas-Applegate Capital Management, has agreed to merge with a subsidiary
of Allianz AG. We want Nicholas-Applegate to continue to serve as subadvisor
to the Funds. In order for it to do so, we need to enter into a new
subadvisory agreement with Nicholas-Applegate.
Q. WHY AM I BEING ASKED TO VOTE ON THIS PROPOSAL?
A. The Investment Company Act of 1940 requires that a new investment
subadvisory agreement be entered into once the merger is effective, and that
the shareholders approve the new investment subadvisory agreement.
Q. HOW WILL THIS AFFECT ME AS A FUND SHAREHOLDER?
A. The persons from Nicholas-Applegate acting as subadvisors to the Funds will
continue in that capacity. The board expects no material changes in the
portfolio management of the Funds.
Q. WILL THE INVESTMENT ADVISORY FEES CHANGE?
A. No, the fees for investment management charged to the Funds as a result of
the new subadvisory agreement will stay the same.
Q. HOW DO THE BOARD MEMBERS OF MY FUND RECOMMEND THAT I VOTE?
A. After careful consideration, the board of trustees unanimously recommends
that you vote "FOR" the proposal on the enclosed proxy card.
Q. WHAT IF I HAVE QUESTIONS?
A. Contact us, by calling 1-800-258-9232.
<PAGE> 4
PACIFIC CAPITAL
SMALL CAP FUND
INTERNATIONAL STOCK FUND
NOTICE OF JOINT MEETING OF SHAREHOLDERS
TO BE HELD ON , 2001
AT 3:00 P.M.
A Special Meeting of Shareholders of the PACIFIC CAPITAL SMALL CAP FUND and
the PACIFIC CAPITAL INTERNATIONAL STOCK FUND will be held at 3435 Stelzer Road,
Columbus, Ohio 43219 on , 2001 at 3:00 p.m. local time. At the
Meeting, we will ask the shareholders to vote on:
1. A new investment subadvisory agreement between The Asset Management
Group of Bank of Hawaii (as investment advisor of the Funds) and
Nicholas-Applegate Capital Management (as investment subadvisor of the
Funds); and
2. Any other matters that properly come before the Meeting.
The Board of Trustees has unanimously approved this proposal and recommends
you vote "FOR" it. Please read the enclosed proxy statement for a full
discussion of the proposal.
By order of the Board of Trustees
GREGORY T. MADDOX, Secretary
PACIFIC CAPITAL FUNDS
Columbus, Ohio
, 2001
Q. WHO CAN VOTE?
A. Any person owning shares on , 2001.
Q. WHY SHOULD I BOTHER TO VOTE?
A. Your vote is important. If the Funds do not receive enough votes, they
will have to spend money to mail proxies again or solicit voters by
telephone so that this meeting can take place.
Q. HOW CAN I VOTE?
A. By mail -- Vote, sign and mail the enclosed ballot in the envelope
provided.
By internet -- www.proxyvote.com
By phone -- Call 1-800-690-6903.
In person at the meeting.
Q. DO YOU HAVE QUESTIONS?
A. Call us at 1-800-258-9232.
<PAGE> 5
PACIFIC CAPITAL FUNDS
SMALL CAP FUND
INTERNATIONAL STOCK FUND
------------------------
PROXY STATEMENT
------------------------
FOR
JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD , 2001
INTRODUCTION
This Proxy Statement is furnished to the shareholders of the Small Cap Fund
and International Stock Fund series (each, a "Fund" and together, the "Funds")
of Pacific Capital Funds (the "Company"), on behalf of the Board of Directors in
connection with the solicitation of voting instructions for use at a Joint
Special Meeting of Shareholders of the Funds (the "Meeting") to be held on
, 2001, at 3:00 p.m., local time, at 3435 Stelzer Road, Columbus,
Ohio 43219, for the purposes set forth below and in the accompanying Notice of
Special Meeting of Shareholders. The approximate mailing date of this Proxy
Statement is January , 2001.
The Funds' subadvisor is Nicholas-Applegate Capital Management
("Nicholas-Applegate" or the "Subadvisor"), 600 West Broadway, San Diego,
California 92101. Nicholas-Applegate has entered into a Merger Agreement with
Allianz of America, Inc. ("Allianz of America") and certain other parties which
will result in an "assignment" and automatic termination of the Funds' current
Subadvisory Agreement with Nicholas-Applegate under the Investment Company Act
of 1940 (the "1940 Act"). Accordingly, at the Meeting the shareholders of the
Funds will be asked to consider approval of a proposed new Subadvisory Agreement
for the Funds (the "Proposed Subadvisory Agreement") between The Asset
Management Group of the Bank of Hawaii ("Bank of Hawaii," as the Advisor to the
Fund), and Nicholas-Applegate (as the Subadvisor to the Fund), on the same terms
as Funds' current Subadvisory Agreement (the "Existing Subadvisory Agreement")
between Bank of Hawaii and Nicholas-Applegate.
Each Fund's investment advisor is The Asset Management Group of Bank of
Hawaii, 111 S. King Street Honolulu, Hawaii 96813. The Funds' administrator is
BISYS Fund Services Ohio, Inc. ("BISYS Ohio"), 3435 Stelzer Road, Columbus, Ohio
43219. The Funds' share distributor is BISYS Fund Services Limited Partnership
d/b/a BISYS Fund Services ("BISYS"), 3435 Stelzer Road, Columbus, Ohio 43219.
VOTING PROCEDURES
The Company will request broker-dealer firms, custodians, nominees and
fiduciaries to forward proxy materials to the beneficial owners of the Shares of
the Funds held of record by such persons. In addition to the solicitation of
proxies by mail, officers and employees of the Funds may solicit proxies in
person or by telephone without additional compensation. The Funds have retained
to assist in the solicitation of proxies. The costs associated
with such solicitation and the Meeting will be borne by Nicholas-Applegate.
<PAGE> 6
Holders of the Funds' Class A, Class B and Class Y shares of beneficial
interest (collectively, the "Shares") of record as of the close of business on
, 2001 (the "Record Date") are entitled to vote on all of the
business at the Meeting and any adjournments thereof. Each Share is entitled to
one vote, and fractional votes for fractional Shares held, without regard to
class.
As of , 2001, there were outstanding Shares of
the Small Cap Fund and outstanding Shares of the International
Stock Fund. The presence in person or by proxy of more than 50% of the
outstanding Shares of a Fund entitled to vote at the Meeting will constitute a
quorum for that Fund. If a quorum of a Fund is not present, and sufficient votes
are not received by the date of the Meeting, or the holders of Shares of a Fund
present in person or by proxy determine to adjourn the Meeting of that Fund for
any other reason, a person named as proxy may propose one or more adjournments
with respect to the Fund from time to time to permit further solicitation of
proxies. Abstentions and broker non-votes will be counted as Shares present for
purposes of determining whether a quorum is present and for purposes of voting
on the Proposal but will not be counted for or against any adjournment.
Accordingly, abstentions and broker non-votes effectively will be a vote against
adjournment and the Proposal. Broker non votes are Shares held in street name
for which the broker indicates that instructions have not been received from the
beneficial owners or other persons entitled to vote and for which the broker
does not have discretionary voting authority. The persons named as proxies will
vote in favor of adjournment of those Shares which they represent if adjournment
is necessary to obtain a quorum or to obtain a favorable vote on the Proposal.
You may revoke a proxy by a written instrument received by the Secretary of
the Company at any time before it is exercised, by delivering a later dated
proxy, or by attending the meeting and voting in person.
Each valid proxy will be voted in accordance with your instructions and as
the persons named in the proxy determine on any other business that may come
before the Meeting. IF NO INSTRUCTIONS ARE GIVEN ON THE PROXY, THE PROXY WILL BE
VOTED TO APPROVE THE PROPOSAL.
PROPOSAL: APPROVAL OF PROPOSED SUBADVISORY AGREEMENT
INFORMATION ABOUT NICHOLAS-APPLEGATE
Nicholas-Applegate serves as Subadvisor to each Fund pursuant to the Funds'
Existing Subadvisory Agreement. Nicholas-Applegate is a California limited
partnership organized in 1984 which provides investment advisory services to
private accounts of institutional and individual clients, private investment
companies, and other mutual funds. As of October 31, 2000, Nicholas-Applegate
managed client assets of approximately $40 billion. NACM Holdings LP, a
California limited partnership ("NACM Holdings LP"), Nicholas-Applegate's
general partner, is owned by Arthur E. Nicholas. Nicholas-Applegate Capital
Management Global Holding LP ("Global Holding LP"), Nicholas-Applegate's limited
partner, is owned by 32 employees of Nicholas-Applegate. Subject to the general
partner's discretion and control, Nicholas-Applegate is managed by an Executive
Committee, which serves as the functional equivalent of a board of directors.
The current members of the Executive Committee are Arthur E. Nicholas, Managing
Partner, John J.P. McDonnell, Chief Operating Officer, Catherine Somhegyi, Chief
Investment Officer, Eric S. Sagerman, Head of Global Marketing and Jill Jordon,
Head of Global Client Services and Sales.
The offices of Nicholas-Applegate, NACM Holdings LP and the members of the
Executive Committee are at 600 West Broadway, San Diego California 92101.
2
<PAGE> 7
DESCRIPTION OF THE TRANSACTION
On October 17, 2000, Nicholas-Applegate, NACM Holdings LP and Global
Holdings LP, and certain of their affiliates entered into a Merger Agreement
(the "Merger Agreement") with Allianz of America and certain of its affiliates
pursuant to which Allianz of America will acquire substantially all of the
assets of Nicholas-Applegate. The Merger Agreement provides for the acquisition
of NACM Holdings LP and Global Holding LP by Allianz of America through their
merger into MacIntosh LLC, a subsidiary of Allianz of America. As a result of
the merger, Nicholas-Applegate will become an indirect wholly owned subsidiary
of Allianz of America. The total consideration consists of an initial payment of
$980 million and contingent payments of up to approximately $1.6 billion based
upon achievement of certain revenue growth targets. The parties expect to
complete the Transaction by the end of the first quarter of 2001, although there
is no assurance that it will be completed.
Nicholas-Applegate serves as Subadvisor to the Funds. Nicholas-Applegate
will undergo a change of control as a result of the consummation of the
Transaction, resulting in an "assignment" (as defined in the 1940 Act) of the
Funds' Existing Subadvisory Agreement. As required by the 1940 Act, the Existing
Subadvisory Agreement provides for its automatic termination in the event of an
assignment, and it will terminate upon the consummation of the Transaction.
Therefore, in connection with the Transaction shareholders of the Funds are
being asked to approve the Proposed Subadvisory Agreement that is substantially
identical to the Funds' Existing Subadvisory Agreement to enable
Nicholas-Applegate to continue to manage the Funds. If the Transaction is not
completed for any reason, the Existing Subadvisory Agreement will remain in
effect.
Completion of the Transaction is subject to a number of conditions,
including (i) obtaining by Nicholas-Applegate of consents from clients
responsible for at least 80% of its revenue run rate as of October 14, 2000; and
(ii) the receipt of certain regulatory approvals.
Nicholas-Applegate has agreed to use its reasonable best efforts to obtain
the approval of the Proposed Subadvisory Agreement by the shareholders of the
Funds before the Transaction is completed. If the shareholders of the Funds do
not approve the Proposed Subadvisory Agreement before the Transaction is
completed, the Board has approved continuation of Nicholas-Applegate's
subadvisory services under an interim management agreement pending approval of
the Proposed Subadvisory Agreement by shareholders of the Funds. Compensation
earned by Nicholas-Applegate under the interim management agreement with respect
to a Fund will be held in an interest bearing escrow account pending shareholder
approval of the Proposed Subadvisory Agreement for a period of up to 150 days
from the termination of the Existing Subadvisory Agreement. If the shareholders
of a Fund approve the Proposed Subadvisory Agreement, the amount held in the
escrow account with respect to the Fund, plus interest, will be paid to
Nicholas-Applegate. If the shareholders of a Fund do not approve the Proposed
Subadvisory Agreement, Nicholas-Applegate will be paid the lesser of the costs
incurred in performing its services under the interim management agreement with
respect to the Fund or the total amount in the escrow account with respect to
the Fund, plus interest earned.
Arthur E. Nicholas, the Managing Partner of Nicholas-Applegate, owns its
General Partner. He will receive a portion of the merger consideration in
exchange for his units of Global Holdings LP and NACM Holdings LP. As a result
of his direct and indirect interests in the Transaction and in
Nicholas-Applegate and its affiliates, as well as his employment arrangements
with Nicholas-Applegate, he has a substantial interest in shareholder approval
of the Proposed Subadvisory Agreement.
3
<PAGE> 8
The form of each Proposed Subadvisory Agreement is attached to this proxy
statement as Exhibit A. THE PROPOSED SUBADVISORY AGREEMENT WILL BE IDENTICAL IN
ALL MATERIAL RESPECTS TO THE FUNDS' EXISTING SUBADVISORY AGREEMENT. NEITHER
FUND'S ADVISORY FEE RATE WILL BE CHANGED.
SECTION 15(f) OF THE 1940 ACT
Section 15(f) of the 1940 Act permits the receipt by an investment advisor
to a registered investment company (or any affiliated persons of the investment
advisor) of any amount or benefit in connection with a change in control of the
investment advisor, as long as two conditions are satisfied.
First, an "unfair burden" may not be imposed on the investment company as a
result of the sale, or any express or implied terms, conditions or
understandings applicable to the sale. The term "unfair burden," as defined in
the 1940 Act, includes any arrangement during the two-year period after the
transaction whereby the investment advisor (or predecessor or successor
advisor), or any "interested person" of the advisor (as defined in the 1940
Act), receives or is entitled to receive any compensation, directly or
indirectly, from the investment company or its security holders (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 ordinary fees for bona fide
principal underwriting services).
Second, during the three-year period after the transaction, at least 75% of
the members of the investment company's board of directors cannot be "interested
persons" (as defined in the 1940 Act) of the new investment advisor or its
predecessor.
The Board of Trustees has not been advised by Nicholas-Applegate and the
Allianz Group of any circumstances arising from the Transaction that might
result in the imposition of an "unfair burden" on the Funds. Moreover, the
Allianz Group has agreed in the Merger Agreement that (i) for a period of three
years after the consummation of the Transaction, the Allianz Group will use
reasonable efforts to assure that no more than 25% of the Company's Board of
Trustees are "interested persons" (as defined in the 1940 Act) of the Allianz
Group or Nicholas-Applegate, and (ii) for two years after the consummation of
the Transaction, the Allianz Group will refrain from imposing, or agreeing to
impose, an unfair burden on either Fund.
POST-TRANSACTION STRUCTURE AND OPERATIONS
Upon completion of the Transaction, Allianz of America will control
Nicholas-Applegate and its affiliates through its controlling interest in
MacIntosh, LLC, an entity into which Nicholas-Applegate and all of its
affiliates will merge. Allianz of America is a holding company that owns several
insurance and financial service companies and is a subsidiary of Allianz AG.
Operationally, Nicholas-Applegate expects to become a unit of Allianz Asset
Management ("AAM"), the division of Allianz AG that coordinates global Allianz
AG asset management activities. Nicholas-Applegate and its affiliates currently
expect to continue to operate under their existing names.
Arthur E. Nicholas, the Managing Partner of Nicholas-Applegate, John J.P.
McDonnell, Chief Operating Officer of Nicholas-Applegate, and Catherine
Somhegyi, Chief Investment Officer of Nicholas-Applegate, will continue with
Nicholas-Applegate in their respective current managerial roles. As part of the
Transaction, Messrs. Nicholas and McDonnell and Ms. Somhegyi will enter into
employment agreements with terms of five years following the Transaction.
Nicholas-Applegate will also enter into employment, retention and incentive
arrangements with other current key employees of Nicholas-Applegate vesting over
a term of years. Messrs. Nicholas and McDonnell and Ms. Somhegyi also will have
roles with AAM through service on various AAM executive committees.
4
<PAGE> 9
Nicholas-Applegate does not anticipate any change in either of the Fund's
portfolio managers or its portfolio management team in connection with the
Transaction. Nicholas-Applegate has agreed to provide bonus payments and other
benefits to certain Nicholas-Applegate personnel to ensure that there will be no
disruption in the quality of services provided to shareholders of the Funds and
other clients in connection with the Transaction. However, there can be no
assurance that any particular Nicholas-Applegate employee will choose to remain
employed by Nicholas-Applegate after the Transaction.
DESCRIPTION OF ALLIANZ AND ITS AFFILIATES
Allianz AG, the parent of Allianz of America, is a publicly traded German
Aktiengesellschaft (a German publicly traded company) which, together with its
subsidiaries, comprise one of the world's leading financial services companies
(the "Allianz Group"). Allianz AG is a leading provider of financial services,
particularly in Europe, and is represented in 77 countries worldwide through
subsidiaries, branch and representative offices, and other affiliated entities.
The Allianz Group currently has assets under management of approximately $650
billion, and in its last fiscal year wrote approximately $50 billion in gross
insurance premiums. Allianz AG's address is Koeniginstrasse 28, D-80802, Munich,
Germany.
Significant institutional shareholders of Allianz AG currently include,
among others, Dresdner Bank AG, Deutsche Bank AG, Munich Re, and
HypoVereinsbank. Once the Transaction is completed, these entities, as well as
certain broker-dealers that might be deemed to be affiliated with these entities
(such as Bankers Trust Company, BT Alex Brown Incorporated, Deutsche Bank
Securities, Inc. and Dresdner Kleinwort Benson North America LLC), may be
considered "affiliated brokers" of Nicholas-Applegate under the 1940 Act. Once
the Transaction is completed, without an SEC exemption or other relief each Fund
would generally be precluded from effecting principal transactions with any such
affiliated brokers, and their abilities to purchase securities from underwriting
syndicates including an affiliated broker or to use any affiliated brokers for
agency transactions would be subject to restrictions. Nicholas-Applegate does
not believe that applicable restrictions on transactions with the affiliated
brokers described above will materially adversely affect its ability to provide
services to the Funds, the Funds' abilities to take advantage of market
opportunities, or the Funds' overall performances.
ANTICIPATED BENEFITS OF THE TRANSACTION
Nicholas-Applegate anticipates that the Transaction and its affiliation
with the Allianz Group will benefit Nicholas-Applegate and the Funds in a number
of ways, including the following:
- Solidifying Nicholas-Applegate's position as a global company in an
increasingly global industry.
- Expansion of product offerings.
- Greater access to information resources.
- Additional opportunities for Nicholas-Applegate's employees and the
benefits of being part of a larger, financially stronger company.
- The Allianz Group has made the growth of its asset management operations
a key component of its business plans, a commitment which should assist
Nicholas-Applegate in continuing to expand its business and maintain the
high level of services it provides to the Funds.
5
<PAGE> 10
TERMS OF PROPOSED AND EXISTING SUBADVISORY AGREEMENTS
The Existing Subadvisory Agreement was entered into on December 1, 1998.
The Existing Subadvisory Agreement was approved by the initial shareholders of
the Funds upon their formation, and was last approved by the Board of Trustees
of the Company on October 3, 2000. The terms of the Proposed Subadvisory
Agreement are substantially identical to the terms of the Existing Subadvisory
Agreement, except for the dates of execution, effectiveness and termination. The
investment advisory fees to be paid by the Funds are identical under the
Proposed Subadvisory Agreement and the Existing Subadvisory Agreement. The
following summary of the Proposed Subadvisory Agreement is qualified by
reference to the form of the Proposed Subadvisory Agreement attached to this
Proxy Statement as Exhibit A.
Under the terms of the Proposed Subadvisory Agreement, Bank of Hawaii
retains Nicholas-Applegate to manage the Funds' investment portfolios, subject
to the direction of the Company's Board of Trustees and Bank of Hawaii.
Nicholas-Applegate is authorized to determine which securities are to be bought
or sold by the Funds and in what amounts.
The Proposed Subadvisory Agreement provides that Nicholas-Applegate shall
not be liable for any action taken or omitted by it in performance of its
services under the Proposed Subadvisory Agreement, except for liability
resulting from bad faith, willful misconduct, gross negligence or reckless
disregard of its duties.
The Proposed Subadvisory Agreement provides that it will terminate in the
event of its assignment (as defined in the 1940 Act). The Proposed Subadvisory
Agreement may be terminated at any time without penalty, with respect to either
Fund, on 60 days' notice, by Bank of Hawaii, Nicholas-Applegate, the Board of
Trustees or by vote of the shareholders of a Fund. The Proposed Subadvisory
Agreement provides that it will continue in effect for a period of more than two
years from its execution only so long as such continuance is specifically
approved at least annually in conformity with the 1940 Act.
For its services, Nicholas-Applegate is entitled to an annual advisory fee
from Bank of Hawaii for (i) the Small Cap Fund at the rate of .60% of that
Fund's average daily net assets up to $50 million and .55% thereafter, and (ii)
the International Stock Fund at the rate of .65% of that Fund's average daily
net assets up to $50 million and .60% thereafter. The method and rate for
calculating the advisory fee will be the same under the Proposed Subadvisory
Agreement as under the Existing Subadvisory Agreement. THERE WILL BE NO INCREASE
IN THE SUBADVISORY FEE RATE IN CONNECTION WITH THE TRANSACTION.
OTHER FUNDS
Nicholas-Applegate acts as investment advisor or subadvisor to the other
registered investment companies listed below, which have similar investment
objectives and policies to the Funds.
<TABLE>
<CAPTION>
FUNDS SIMILAR TO THE ANNUAL INVESTMENT ADVISORY FEE AS A
SMALL CAP FUND SIZE OF FUND AS OF PERCENTAGE OF AVERAGE DAILY NET ASSETS
-------------------- ------------------------------------ --------------------------------------
<S> <C> <C>
$ of%
$ of%
$ of%
$ of%
$ of%
</TABLE>
6
<PAGE> 11
<TABLE>
<CAPTION>
FUNDS SIMILAR TO THE ANNUAL INVESTMENT ADVISORY FEE AS A
INTERNATIONAL STOCK FUND SIZE OF FUND AS OF PERCENTAGE OF AVERAGE DAILY NET ASSETS
------------------------ ------------------------------------ --------------------------------------
<S> <C> <C>
$ of%
$ of%
$ of%
$ of%
$ of%
</TABLE>
FACTORS CONSIDERED BY THE TRUSTEES
The Trustees have determined that the terms of the Proposed Subadvisory
Agreement are fair and reasonable and that approval of the Proposed Subadvisory
Agreement is in the best interests of the Funds and their shareholders. The
Trustees believe that the Proposed Subadvisory Agreement will enable the Funds
to continue to enjoy the high quality investment advisory services they have
received in the past from Nicholas-Applegate, at costs that they deem
appropriate, reasonable and in the best interests of the Funds and their
shareholders.
In evaluating the Proposed Subadvisory Agreement, the Trustees reviewed
materials furnished by Nicholas-Applegate and the Allianz Group regarding their
personnel, operations and financial condition. The Trustees also reviewed the
terms of the Transaction and its possible effects on the Funds and their
shareholders. Representatives of Nicholas-Applegate discussed with the Trustees
the anticipated effects of the Transaction and indicated their belief that as a
consequence of the proposed transaction, the operations of the Funds and the
capabilities of Nicholas-Applegate to provide advisory and other services to the
Funds would not be adversely affected and should be enhanced by the resources of
the Allianz Group, although there could be no assurance as to any particular
benefits that may result.
The Trustees considered the following factors to be of primary importance
to their recommendation: (1) that the terms of the Proposed Subadvisory
Agreement are substantially identical to those of the Existing Subadvisory
Agreement, except for different execution, effective and termination dates; and
(2) assurances by a representative of Nicholas-Applegate that it will maintain
operational autonomy and continuity of management. The Trustees also
specifically considered the following additional factors, among others, which
they believe are relevant to their recommendations: (1) the favorable history,
reputation, qualification and background of Nicholas-Applegate and the Allianz
Group, as well as the qualifications of their personnel and their respective
financial conditions; (2) that the fee and expense ratios of the Funds are
reasonable given the quality of services expected to be provided and are
comparable to the fee and expense ratios of similar mutual funds; (3) the
relative performance of the Funds since commencement of operations and
comparable mutual funds and unmanaged indices; (4) the commitment of
Nicholas-Applegate to pay the expenses of the Funds in connection with the
Transaction so that shareholders of the Funds would not have to bear such
expenses; (5) the possible benefits that may be realized by the Funds as a
result of Nicholas-Applegate's affiliation with the Allianz Group, including the
resources of the Allianz Group that would be available to Nicholas-Applegate;
and (6) that the Transaction ensures continuity of management of the Funds and
reduces vulnerability to changes in control of Nicholas-Applegate that may be
adverse to the Funds' interests.
RECOMMENDATION OF TRUSTEES
The Board of Trustees considered the proposal at a meeting held on December
12, 2000. Based on their evaluation of the materials presented, the Trustees,
including all the Trustees who are not "interested persons"
7
<PAGE> 12
of the Funds, Nicholas-Applegate or the Allianz Group (as defined in the 1940
Act), unanimously concluded that the terms of the Proposed Subadvisory Agreement
are reasonable, fair and in the best interests of the Funds and their
shareholders, and that the fees provided therein are fair and reasonable in
light of the usual and customary charges made by others for services of the same
nature and quality. The Trustees unanimously voted to approve and recommend to
the shareholders of the Funds that they approve the Proposed Subadvisory
Agreement.
If the shareholders of a Fund do not approve the Proposed Subadvisory
Agreement and the Transaction is consummated, the Trustees will consider what
further action to take consistent with their fiduciary duties to the Fund. Such
actions may include obtaining for the Fund interim investment advisory services
at cost or at the existing fee rate either from Nicholas-Applegate or from
another advisory organization. Thereafter, the Trustees would either negotiate a
new investment advisory agreement with an advisory organization selected by the
Trustees or make other appropriate arrangements. In the event the Transaction is
not consummated, Nicholas-Applegate will continue to serve as investment
subadvisor of the Funds pursuant to the terms of the Existing Subadvisory
Agreements.
REQUIRED VOTE
Approval of the Proposed Subadvisory Agreement with respect to a Fund will
require the vote of a "majority of the outstanding voting securities of the
Fund" as defined in the 1940 Act. This means the lesser of (1) 67% or more of
the Shares of the Fund present at the Meeting if the owners of more than 50% of
the Shares of the Fund then outstanding are present in person or by proxy, or
(2) more than 50% of the outstanding Shares of the Fund entitled to vote at the
Meeting.
GENERAL INFORMATION
SECURITY OWNERSHIP OF 5% HOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
The Class A, Class B and Class Y Shares are the Funds' only outstanding
classes of voting securities. The following table sets forth, as of
, the number and percentage of Shares beneficially owned by each
person known to the Company to be the beneficial owner of more than 5% of the
outstanding Shares.
<TABLE>
<CAPTION>
SMALL CAP FUND
-----------------------------------------------------------------------------------------------
APPROXIMATE PERCENTAGE
NUMBER AND CLASS OF SHARES OF EACH CLASS OF STOCK
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(3) OUTSTANDING(4)
------------------------ -------------------------- ----------------------
<S> <C> <C>
Fiserv Securities Inc.(1)
Fiserv Securities Inc.(1)
STROBRO(2)
HAWCO(2)
</TABLE>
8
<PAGE> 13
<TABLE>
<CAPTION>
INTERNATIONAL STOCK FUND
-----------------------------------------------------------------------------------------------
APPROXIMATE PERCENTAGE
NUMBER AND CLASS OF SHARES OF EACH CLASS OF STOCK
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(3) OUTSTANDING(4)
------------------------ -------------------------- ----------------------
<S> <C> <C>
Fiserv Securities Inc.(1)
Fiserv Securities Inc.(1)
STROBRO(2)
HAWCO(2)
REINCO(2)
</TABLE>
---------------
(1) The address for Fiserv Securities Inc. is [1 Commerce Street, 2005 Market
Street], Suite 12000, Philadelphia, PA 19103, Attn: Mutual Funds.
(2) The address for STROBRO, HAWCO and REINCO is c/o Bank of Hawaii, P.O. Box
3170, Honolulu, HI 96802.
(3) Beneficial ownership is determined in accordance with SEC rules and
generally includes sole or shared voting investment power with respect to
securities. Except as otherwise noted, and subject to community property
laws where applicable, each person named reportedly has sole voting and
dispositive power with respect to all Shares shown as beneficially owned by
such person.
(4) As of , Trustees and officers of the Company as a group
beneficially owned less than 1% of the outstanding Shares of each Fund.
OTHER MATTERS TO COME BEFORE THE MEETING
The Company's management does not know of any matters to be presented at
the Meeting other than those described in this Proxy Statement. If other
business should properly come before the Meeting, the proxy holders will vote on
it in accordance with their best judgment.
PAYMENT OF EXPENSES
Nicholas-Applegate will pay the expenses of the preparation, printing and
mailing of this Proxy Statement and its enclosures and of all solicitations. The
Company has engaged , a professional proxy solicitation firm, to
assist in the solicitation of proxies. The Company's management estimates the
costs of retaining to be $ plus any other expenses in
connection with the solicitation of proxies.
SHAREHOLDER PROPOSALS
The Company is not required to hold an annual meeting of shareholders and
does not currently intend to hold a meeting of shareholders in 2002. Shareholder
proposals to be presented at the next meeting of shareholders, whenever held,
must be received at the Company's office, 3435 Stelzer Road, Columbus, Ohio
43219, at a reasonable time prior to the Trustees' solicitation of proxies for
the meeting. The submission by a shareholder of a proposal for inclusion in a
proxy statement does not guarantee that it will be included. Shareholder
proposals are subject to certain regulations under federal and state laws.
9
<PAGE> 14
REPORTS TO SHAREHOLDERS
The company will furnish without charge a copy of its most recent annual
report and any more recent semiannual reports to any shareholder upon request.
Shareholders who want to obtain a copy of the Company's reports should direct
all written requests to the attention of the Company, at its address listed
above, or by calling us at 1-800-258-9232.
To assure the presence of a quorum at the meeting, please promptly execute
and return the enclosed proxy. A self-addressed, postage-paid envelope is
enclosed for your convenience.
Very Truly Yours,
WALTER J. LASKEY
Trustee and Chairperson
on behalf of the Board of Trustees of
Pacific Capital Funds
, 2001
10
<PAGE> 15
EXHIBIT A
PROPOSED SUBADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT
PACIFIC CAPITAL INTERNATIONAL STOCK FUND AND PACIFIC CAPITAL SMALL CAP FUND
AGREEMENT made as of , 2001 between The Asset Management Group
of Bank of Hawaii (the "Adviser"), and Nicholas Applegate Capital Management, a
California limited partnership ("Sub-Adviser").
WHEREAS, Pacific Capital Funds (the "Trust") is registered as an open-end,
diversified management investment company under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, the Adviser has been appointed investment adviser to the Trust's
Pacific Capital International Stock Fund and Pacific Capital Small Cap Fund
(each a "Fund" and collectively the "Funds");
WHEREAS, the Adviser desires to retain Sub-Adviser to assist it in the
provision of a continuous investment program for the Funds and Sub-Adviser is
willing to do so; and
WHEREAS, the Board of Trustees of the Trust and each Fund's sole
shareholder has approved this Agreement, and Sub-Adviser is willing to furnish
such services upon the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Adviser hereby appoints Sub-Adviser to act as
sub-adviser to each of the Funds as permitted by the Adviser's Advisory
Agreement with the Trust pertaining to the Funds. Intending to be legally bound,
Sub-Adviser accepts such appointment and agrees to render the services herein
set forth for the compensation herein provided.
2. Sub-Advisory Services. Subject to the supervision of the Trust's Board
of Trustees, Sub-Adviser will assist the Adviser in providing a continuous
investment program with respect to each Fund's portfolio, including investment
research and management with respect to all securities and investments and cash
equivalents in the Fund. Sub-Adviser will provide services under this Agreement
in accordance with each Fund's investment objectives, policies and restrictions
as stated in the Fund's prospectus and resolutions of the Trust's Board of
Trustees applicable to the Fund.
Without limiting the generality of the foregoing, Sub-Adviser further
agrees that it will, with respect to each of the Funds:
(a) determine from time to time what securities and other investments
will be purchased, retained or sold for the Fund;
(b) manage in consultation with the Adviser the Fund's temporary
investments in securities;
(c) place orders pursuant to its investment determinations for the
Fund either directly with the issuer or with any broker or dealer;
(d) not purchase shares of the Fund for itself or for accounts with
respect to which it exercises sole investment discretion in connection with
such transactions except as permitted by the Trust's Board of Trustees or
by federal, state and local law;
<PAGE> 16
(e) manage the Fund's overall cash position, and determine from time
to time what portion of the Fund's assets will be held in different
currencies;
(f) provide the Adviser with foreign broker research, a quarterly
review of international economic and investment developments, and
occasional "Spot Lights" on international investment issues;
(g) attend regular business and investment-related meetings with the
Trust's Board of Trustees and the Adviser if requested to do so by the
Trust and/or the Adviser; and
(h) maintain books and records with respect to the securities
transactions for the Fund, furnish to the Adviser and the Trust's Board of
Trustees such periodic and special reports as they may request with respect
to the Fund, and provide in advance to the Adviser all reports to the Board
of Trustees for examination and review within a reasonable time prior to
the Trust's Board meetings.
3. Covenants by Sub-Adviser. Sub-Adviser agrees with respect to the
services provided to each of the Funds that it will:
(a) conform with all Rules and Regulations of the Securities and
Exchange Commission;
(b) telecopy trade information to the Adviser on the first business
day following the day of the trade and cause broker confirmations to be
sent directly to the Adviser; and
(c) treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust and prior, present
or potential shareholders, and not use such records and information for any
purpose other than performance of its responsibilities and duties hereunder
(except after prior notification to and approval in writing by the Trust,
which approval shall not be unreasonably withheld and may not be withheld
and will be deemed granted where Sub-Adviser may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so
requested by the Trust).
4. Services Not Exclusive. Except as provided herein, the services
furnished by Sub-Adviser hereunder are deemed not to be exclusive, and nothing
in this Agreement shall (i) prevent Sub-Adviser from acting as investment
adviser or manager for any other person or persons, including other management
investment companies, or (ii) limit or restrict Sub-Adviser from buying, selling
or trading any securities or other investments (including any securities or
other investments which the Funds are eligible to buy) for its or their own
accounts or for the accounts of others for whom it or they may be acting;
provided, however, that Sub-Adviser agrees that it will not undertake any
activities which, in its reasonable judgment, will adversely affect the
performance of its obligations to the Funds under this Agreement.
5. Portfolio Transactions. Investment decisions for each of the Funds
shall be made by Sub-Adviser independently from those for any other investment
companies and accounts advised or managed by Sub-Adviser. The Funds and such
investment companies and accounts may, however, invest in the same securities.
When a purchase or sale of the same security is made at substantially the same
time on behalf of either of the Funds and/or another investment company or
account, the transaction will be averaged as to price, and available investments
allocated as to amount, in a manner which Sub-Adviser believes to be equitable
to the Fund and such other investment company or account. In some instances,
this investment procedure may adversely affect the price paid or received by a
Fund or the size of the position obtained or sold by a Fund. To the extent
permitted by law, Sub-Adviser may aggregate the securities to be sold or
purchased for a Fund with those to be sold or purchased for the other Fund or
other investment companies or accounts in order to obtain best execution.
A-2
<PAGE> 17
Sub-Adviser shall place orders for the purchase and sale of portfolio
securities and will solicit broker-dealers to execute transactions in accordance
with the Funds' policies and restrictions regarding brokerage allocations.
Sub-Adviser shall place orders pursuant to its investment determination for the
Funds either directly with the issuer or with any broker or dealer selected by
Sub-Adviser. In executing portfolio transactions and selecting brokers or
dealers, Sub-Adviser shall use its reasonable best efforts to seek the most
favorable execution of orders, after taking into account all factors Sub-Adviser
deems relevant, including the breadth of the market in the security, the price
of the security, the financial condition and execution capability of the broker
or dealer, and the reasonableness of the commission, if any, both for the
specific transaction and oil a continuing basis.
Consistent with this obligation, Sub-Adviser may, to the extent permitted
by law, purchase and sell portfolio securities to and from brokers and dealers
who provide brokerage and research services (within the meaning of Section 28(e)
of the Securities Exchange Act of 1934) to or for the benefit of the Funds
and/or other accounts over which Sub-Adviser or any of its affiliates exercises
investment discretion. Sub-Adviser is authorized to pay to a broker or dealer
who provides such brokerage and research services a commission for executing a
portfolio transaction for a Fund which is in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction if
Sub-Adviser determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or
Sub-Adviser's overall responsibilities to the Fund and to the Company. In no
instance will portfolio securities be purchased from or sold to Sub-Adviser, or
the Funds' principal underwriter, or any affiliated person thereof except as
permitted by the Securities and Exchange Commission.
6. Books and Records. In compliance with the requirements of Rule 3la-3
under the 1940 Act, Sub-Adviser hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under the
1940 Act.
7. Expenses. During the term of this Agreement, Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities, commodities and other investments (including
brokerage commissions and other transaction charges, if any) purchased for the
Funds.
8. Compensation. For the services provided and the expenses assumed with
respect to each of the Funds pursuant to this Agreement, the Sub-Adviser will be
entitled to a fee, computed daily and payable quarterly, from Adviser,
calculated at the annual rate of 0.65% on the first $50 million of the Fund's
average daily net assets and 0.60% on average daily net assets in excess of $50
million for Pacific Capital International Stock Fund and 0.60% on the first $50
million of the Fund's average daily net assets and 0.55% on average daily net
assets in excess of $50 million for Pacific Capital Small Stock Fund.
9. Standard of Care; Limitation of Liability. Sub-Adviser shall exercise
due care and diligence and use the same skill and care in providing its services
hereunder as it uses in providing services to other investment companies, but
shall not be liable for any action taken or omitted by Sub-Adviser in
performance of services rendered hereunder in the absence of bad faith, willful
misconduct, gross negligence or reckless disregard of its duties.
10. Reference to Sub-Adviser. Neither the Adviser nor any affiliate or
agent of it shall make reference to or use the name of Sub-Adviser or any of its
affiliates, or any of their clients, except references concerning the identity
of and services provided by Sub-Adviser to the Funds, which references shall not
differ in
A-3
<PAGE> 18
substance from those included in the current registration statement pertaining
to the Funds, this Agreement and the Advisory Agreement between the Adviser and
the Trust with respect to the Funds, in any advertising or promotional materials
without the prior approval of Sub-Adviser, which approval shall not be
unreasonably withheld or delayed. The Adviser hereby agrees to make all
reasonable efforts to cause the Funds and any affiliate thereof to satisfy the
foregoing obligation.
11. Duration and Termination. Unless sooner terminated, with respect to
each Fund, this Agreement shall continue with respect to each Fund until
and thereafter shall continue automatically for successive annual
periods, provided such continuance is specifically approved at least annually by
the Trust's Board of Trustees or vote of the lesser of (a) 67% of the shares of
the Fund represented at a meeting if holders of more than 50% of the outstanding
shares of the Fund are present in person or by proxy, or (b) more than 50% of
the outstanding shares of the Fund, provided that in either event its
continuance also is approved by a majority of the Trust's Trustees who are not
"interested persons " (as defined in the 1940 Act) of any party to this
Agreement (the "Disinterested Trustees"), by vote cast in person at a meeting
called for the purpose of voting on such approval. This Agreement is terminable
at any time without penalty, with respect to either Fund, on 60 days' notice, by
Adviser, Sub-Adviser or by the Trust's Board of Trustees or by vote of the
lesser of (a) 67% of the shares of the Fund represented at a meeting if holders
of more than 50% of the outstanding shares of the Fund are present in person or
by proxy, or (b) more than 50% of the outstanding shares of the Fund. This
Agreement will terminate automatically in the event of its assignment (as
defined in the 1940 Act).
12. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated with respect to either Fund orally,
but only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought. No
amendment of this Agreement shall be effective with respect to either Fund until
approved by the vote of both (i) a majority of the outstanding voting securities
of the Fund, and (ii) a majority of the Disinterested Trustees cast in person at
a meeting called for the purpose of voting on such approval.
13. Notice. Any notice, advice or report to be given pursuant to this
Agreement shall be delivered or mailed:
To Sub-Adviser at:
Nicholas Applegate Capital Management
600 West Broadway, 29th Floor
San Diego, California 92101
Attention: General Counsel
To the Adviser at:
The Asset Management Group of
Bank of Hawaii
111 South King Street
Honolulu, Hawaii 96813
Attention: Mr. Craig Warren
A-4
<PAGE> 19
To the Trust at:
c/o BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219-3035
14. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and shall be governed by the laws
of the Commonwealth of Massachusetts.
15. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
16. Personal Liability. The names "Pacific Capital Funds" and "Trustees"
refer respectively to the Trust created and to the Trustees, as trustees but not
individually or personally, acting from time to time under an Agreement and
Declaration of Trust dated as of October 30, 1992 to which reference is hereby
made and a copy of which is on file at the office of the Secretary of State of
The Commonwealth of Massachusetts and elsewhere as required by law, and to any
and all amendments thereto so filed or hereafter filed. The obligations of
"Pacific Capital Funds" entered into in the name or on behalf hereof by any of
the Trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders or
representatives of the Trust personally, but bind only the assets of the Trust
and all persons dealing with any series of shares of the Trust must look solely
to the assets of the Trust belonging to such series for the enforcement of any
claims against the Trust.
A-5
<PAGE> 20
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
THE ASSET MANAGEMENT GROUP OF
BANK OF HAWAII
By:
------------------------------------
Name:
------------------------------------
Title:
------------------------------------
NICHOLAS APPLEGATE CAPITAL
MANAGEMENT
By:
------------------------------------
Name: E. Blake Moore, Jr.
Title: General Counsel
A-6
<PAGE> 21
PROXY
PACIFIC CAPITAL FUNDS
SMALL CAP FUND
INTERNATIONAL STOCK FUND
JOINT SPECIAL MEETING OF SHAREHOLDERS
, 2001
The undersigned hereby appoints [ ] and [ ]
his/her attorney and proxy with full power of substitution to vote and act with
respect to all shares of the Pacific Capital Small Cap Fund or the Pacific
Capital International Stock Fund (the "Funds") held by the undersigned at the
Joint Special Meeting of Shareholders of the Funds to be held at 3:00 p.m.,
Eastern Time, on , 2001, at 3435 Stelzer Road, Columbus, Ohio 43219
and at any adjournment thereof (the "Meeting"), and instructs them to vote as
indicated on the matter referred to in the Proxy Statement for the Meeting,
receipt of which is hereby acknowledged, with discretionary power to vote upon
such other business as may properly come before the Meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COMPANY. THE BOARD
OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE FOLLOWING PROPOSAL:
Approval of a new investment subadvisory agreement between The Asset
Management Group of Bank of Hawaii (as investment advisor of the Funds), and
Nicholas-Applegate Capital Management (as investment subadvisor of the Funds).
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR THE PROPOSAL.
<PAGE> 22
Receipt of the Notice of Joint Special Meeting and Proxy Statement is
hereby acknowledged.
Dated , 2001
------------------------------------
Name of Shareholder(s) -- Please
print or type
------------------------------------
Signature(s) of Shareholder(s)
------------------------------------
Signature(s) of Shareholder(s)
This proxy must be signed by the beneficial owner of Fund shares. If
signing as attorney, executor, guardian or in some representative capacity or as
an officer of a corporation, please add title as such.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
