AMTRUST INVESTORS INC, DEF 14A, 1996-01-22

AMTRUST INVESTORS INC
DEF 14A, 1996-01-22

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Notice of Annual Meeting of Shareholders to be held January 19, 1996
IMPORTANT: Please Send In Your Proxy

To the shareholders of AmTrust Value Fund:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the shareholders of AmTrust
Investors, Inc. (the "Fund"), a Texas Corporation, will be held at 10:00 am on
Friday, January 19, 1996 at 109 Teakwood, Suite B, in Victoria, Texas. The
purpose ofthe meeting is to vote on the following proposals:

(1) To Expand the Available Number of Board Members to five;
(2) To Elect a Board of Directors of five members to hold office for the
ensuing year and until their successors are elected and qualified;
(3) To Approve the Management Agreement with the Investment Advisor,
AmTrust Capital Resources, Inc.;
(4) To Ratify Selection of Independent Accountant, Michael S. Klingle as
independent auditor of the Fund;
(5) To Amend the Articles of Incorporation reducing the original par value of
each share of common stock from $10.00 to $.001.
(6) To Amend the Articles of Incorporation with regard to the Fund's
stated intention to qualify as a Section 10(d) Fund;
(7) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.

Your vote is IMPORTANT - Please complete, sign and return the enclosed proxy in
the envelope provided.

In accordance with a resolution of the Board of Directors, shareholders of
record at the close of business December 15, 1995, shall be entitled to notice
of and vote at the meeting and at any adjournment or adjournments thereof.

BY ORDER OF THE BOARD OF DIRECTORS
Jimmy Baker, President

December 29, 1995

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 19, 1996

Proxy Solicitation. Any proxy that you execute and return may be revoked at any
time prior to the vote on the matter on which the proxy may be voted by written
notice to the Fund or by appearance at the Annual Meeting and voting in person.
In accordance with a resolution of the Board of Directors, only shareholders of
record at the close of business December 15, 1995, shall be entitled to vote at
the Annual Meeting and at any adjournment or adjournments thereof.

Voting of Proxies. Each share entitles the owner to one vote. As of December
15, 1995, the number of outstanding shares of the Fund was 70,332.055. Each
share represented by a valid proxy will be voted in accordance with the
specifications on the proxy, and if no specifications are made, the proxy will
be voted in favor of the proposals and the election of the Director nominees.
All voting shares, including abstentions, broker non-votes and shares not
represented in person or by proxy, will neither be voted "For" nor "Against"
any of the proposals.

Vote Required for Approval. The affirmative vote of a majority of the shares
represented at the meeting, as long as more than 50% of the outstanding shares
are present in person or by proxy, is required for the election of the nominees
for Director to the Board and for the ratification of the independent auditor.
The affirmative vote of a majority of the outstanding shares of the Fund shall
be required for approval of the Investment Advisory Agreement. For this
purpose, a majority means the affirmative vote (A) of 67 per cent or more of the
shares present at the meeting, if the holders of more than 50 per cent of the
outstanding shares of the Fund are present or represented by proxy; or (B) of
more than 50 per cent of the outstanding shares of the Fund, whichever is less.
The affirmative vote of a majority of the outstanding shares of the Fund shall
be required for the amendment of the Articles of Incorporation.

Annual Report. The Annual Report to the Shareholders of the Fund, including the
audited financial statements of the Fund has been included with the proxy
materials.

Five Percent Shareholders. As of December 15, 1995, no single shareholder held
in excess of 5% of the outstanding shares of AmTrust Value Fund.

Proposal 1: To Increase the Number of Available Board Members

The Fund's Board of Directors recommends that the shareholders approve the
proposal to increase the number of available board members to five. It is the
Board's view that an additional member serving on the Fund's Board of Directors
will insure proper oversight of the Fund's day to day operations. The
Investment Company Act of 1940 (the "Act") requires that the board of directors
of an Investment Company be made up of at least 40% of directors who are
independent ("non-interested") as defined by the Act. In the event that
approval is not given to expand the number of Board members to five, Mr.
Pachta, who would be considered an "interested" Director, has agreed to withdraw
his name as a director nominee to allow the Fund to adhere to the requirements
as set forth in the Act.

Proposal 2: To Elect a Board of Directors

The Fund's Board of Directors has nominated the five persons listed below for
election as Directors. Each Director will hold office until the next Annual
Meeting of the shareholders and until his successor is elected and qualified.
If any such nominee is not available for election at the time of the meeting,
the persons named as proxies will vote for such substitute nominee as the Board
has recommended unless the number of Directors serving on the Board is reduced.
The Directors have received no compensation since the inception of the Fund.
However, each Director who is not an "interested person" as defined by the
Investment Company Act of 1940 (the "Act"), will begin receiving compensation
for services as a member of the Board during the next fiscal year. The
compensation will be payable by the Fund's investment advisor out of it's
management fee and not by the Fund. The fee for such services has not yet
been determined.

<TABLE>
INFORMATION ABOUT DIRECTOR NOMINEES
<CAPTION>
Name: Jimmy Baker<F2> Jesse Baker<F3> Mickey Pachta<F4> Paul Erdelt Paul Teinert
<S> <C> <C> <C> <C> <C>
Age 38 67 40 38 35

Director
Since: 1993 1994 ---- 1993 ----

# of Fund
Shares
Owned<F1> 573.000 2,596.705 .000 26.866 0.000

Committees None None None None None

Board
Meetings
Present-
Absent: 5-0 5-0 ---- 5-0 -----

Interested
party<F5> Yes Yes Yes No No

Principal occupation during the last five (5) years:

Jimmy Baker - President of AmTrust Investors, Inc.; Fund Manager of
AmTrust Value Fund; President and 50% owner of AmTrust
Capital Resources, Inc.(the "Advisor"); President of Jim
Baker,PC; Certified Public Accountant

Jesse Baker - Retired accountant; Consultant with Jim Baker,PC

Mickey Pachta - Mickey Pachta, Attorney at Law, specializing in Trusts and
Estate Planning; Owner of Pachta and Associates; Member of
State Bar of Texas; Certified Public Accountant

Paul Erdelt - Art Director at Lack's Stores, Inc., develops and produces
all print media advertising

Paul Teinert - Certified Public Accountant,self-employed; Controller
for Station Equipment and Maintenance; Public Accountant
for Roloff, Hnatek & Co.

<FN>
<F1>
As of December 15, 1995
<F2>
Mr. Jimmy Baker owns 50% of the outstanding stock of the Advisor and is
the sole director of the Advisor.
<F3>
Mr. Jesse Baker owns 10% of the outstanding stock of the Advisor.
<F4>
Mr. Mickey Pachta owns 1.25% of the outstanding stock of the Advisor
<F5>
An interested party and/or a director or shareholder of the Advisor

</FN>
</TABLE>

Proposal 3: To Approve the Management Agreement

The Fund currently has an Investment Advisory Agreement (the "Agreement") with
AmTrust Capital Resources, Inc. (the "Advisor"), P. O. Box 3467, Victoria, TX
77903-3467. The Agreement was last submitted to the shareholders, and approved,
at the annual meeting of the shareholders held December 9, 1994, for the purpose
of complying with Section 15 of the Act. The Act specifies that in order for an
advisory agreement to continue, it must be approved annually by a majority vote
of the fund's shareholders. The Advisor has served as investment advisor to the
Fund since the inception of the Fund on August 19, 1993. During the last fiscal
year ended June 30, 1995, the Advisor was paid $6,135.07. The Advisor has
proposed to modify the existing Agreement subject to the approval of the
shareholders at the annual meeting of the shareholders. A copy of the complete
text of the proposed Investment Advisory Agreement is available free of charge
upon request. Listed below is a summary the modifications made to the existing
Agreement, since last submitted to the shareholders, and the proposed
modifications to the Agreement:

THE ADVISOR SHALL ABSORB ALL OPERATING EXPENSES OF THE FUND. Under the original
Agreement, the Advisor was to absorb all expenses of the Fund, as detailed in
the Agreement, for the first two (2) years of the Fund's operation. After the
initial two (2) year period, the Agreement stated that the Advisor shall no
longer be required to pay the operating expenses of the Fund, and the Fund shall
assume all of its own operating expenses. On September 13, 1995, a special
meeting of the Board of Directors of the Fund and the sole director of the
Advisor was held to discuss the expiration of that original two (2) year period.
As a result of that meeting, it was resolved that the Advisor, effective
immediately, would continue to absorb all operating expenses of the Fund,
indefinitely, and such modification, so stated in this proxy statement, has been
included in the text of the new proposed Investment Advisory Agreement.

ADJUSTABLE FEE SCHEDULE BASED ON NET ASSETS. Under the current Agreement, the
Fund has agreed to compensate the Advisor for its services by the payment of a
monthly fee a specified annual rate, currently one percent(1%), of the previous
thirty day moving average net assets of the Fund. The fee is calculated each
day by multiplying one percent(1%) of the aggregate average daily closing value
of the Fund's net assets during the previous thirty(30) days by a fraction, the
numerator of which is one(1) and the denominator of which is three hundred sixty
five(365)or three hundred sixty six(366) in leap years. The Fund pays a
management fee which is higher than most investment companies. However, most,
if not all of such companies also pay much of their other fund expenses, while
AmTrust Value Fund's expenses are limited to the management fee and the usual
brokerage costs associated with buying and selling securities. The Advisor also
acts as the Fund's transfer agent and the dividend paying agent. The Advisor
has proposed a fee schedule which specifies the annual rate which would be paid
to the Advisor which is based on the total of the Fund's net assets. The
following table lists the specified annual rate which would be used in
calculating the daily advisory fee payable to the Advisor:

If the average net assets during The Fund would pay an
the last 30 days were advisor fee at the
greater than but less than Annual Rate of
--------------------------------- ---------------------------
$ .00 $ 2,000,000.00 1.50%
$ 2,000,000.00 $ 4,000,000.00 1.45%
$ 4,000,000.00 $ 6,000,000.00 1.40%
$ 6,000,000.00 $ 8,000,000.00 1.35%
$ 8,000,000.00 $10,000,000.00 1.30%
$10,000,000.00 1.25%

If the proposed change to the Advisory Agreement had been in effect during the
fiscal year ended June 30, 1995, the table below shows what the Fund would have
paid in advisory fees:

Old Advisory Proposed Advisory
Contract Contract Increase
------------ ----------------- --------
Investment Advisory Fee paid $6,135.07 $9,202.61 50%

The Advisor has informed the Fund that based on the Fund's current asset size,
the current deficit of the Advisor's expenses over and above the management fee
received from the Fund is approximately $300.00 per month. This change in rates
would allow the Advisor to receive compensation more in line with the costs of
managing the Fund at its current size. The Board of Directors recommends
approval of this change in order to continue the arrangement whereby the Advisor
absorbs all operating expenses of the Fund.

CONTINUATION OF AGREEMENT. It is proposed that the Agreement shall continue in
effect, unless sooner terminated, for a period of two years from the execution,
and for as long thereafter as its continuance is specifically approved at least
annually(i) by the Board of Directors of the Fund or by a vote of a majority of
the outstanding voting securities of the Fund, and (ii) by the vote of a
majority of the directors of the Corporation, who are not parties to the
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

TERMINATION. This Agreement may be terminated by the Advisor at any time without
penalty upon giving the Fund 60 days' written notice, and may be terminated at
any time without penalty by the Board of Directors of the Fund or by vote of a
majority of the outstanding voting shares of the Fund on 60 days' written notice
to the Advisor. The Agreement shall also terminate in the event of the
Agreement being assigned to another party.

Proposal 4: To Ratify Selection of Independent Accountant

The Board of Directors recommends the employment of Michael S. Klingle as
independent auditor with respect to the operations of the Fund for the year
ending June 30, 1996. The only previous service provided by such accountant was
the initial audit of the Fund when the Fund was in Registration, and the
enclosed audited financial statements and the audited financial statements of
the Fund for its fiscal years ended June 30, 1994 and 1995. Mr. Klingle is
expected to be present at the Annual Meeting and will have the opportunity to
make a statement if he desires to do so and is expected to be available to
respond to appropriate questions.

Proposal 5: Amend the Articles of Incorporation - Par Value of Stock

The Articles of Incorporation of the Fund are proposed to be amended to reduce
the par value of a share of the common stock from $10.00 to $0.001. This change
will effect a transfer of all of the stated capital of the Fund in excess of
$0.001 per share from the stated capital of the Fund to the surplus account of
the Fund. As a result of this reduction, the stated capital will thus be
reduced. Certain Fund shares were previously sold by the Fund for less than
their par value, and thus the holders of such shares could be assessed for an
amount per share equal to the difference between the $10.00 par value of the
shares purchased and the amount they actually paid for their shares. The Fund
believes the aggregate amount potentially assessable to such shares outstanding
as of the date hereof was $6,200.00. The amendment to reduce the par value of
the stock will ensure that ALL shares sold at the Net Asset Value will be
considered fully paid and nonassessable under the Fund's Articles of
Incorporation. The restatement of the Fund's capital account will provide
the Fund with greater flexibility and ensure that the Fund may sell its shares
at such times as the net asset value of shares is less than $10.00 per share.

Proposal 6: Amend the Articles of Incorporation - Section 10(d)

The current Articles of Incorporation state that the Fund intends to qualify as
a Section 10(d) Fund under the Act. This language was inserted as a result of a
misimpression of the Fund's proposed plan of business. Although the Fund
has met and continues to meet all requirements pursuant to Section 10(d) of the
Investment Company Act of 1940, the Fund wishes to amend the Articles of
Incorporation to allow more flexibility as to the number of independent
directors allowed to serve and remove such other restrictions so imposed by
Section 10(d). The amendment will not prevent the Fund from continuing its
operations as they have been conducted to date.

Proposal 7: Other Matters

The management of the Fund knows of no other matters that are likely to be
brought before the Annual Meeting. However, if any other matters of which
management is not now aware should be presented for action, it is the intention
of the persons named in the enclosed proxy to vote in accordance with their
judgment on such matters.

PROPOSALS OF SHAREHOLDERS. July 1, 1996 is the last day for receiving proposals
of shareholders for inclusion in the proxy statement and proxy relating to the
1996 Annual Meeting. Proposals should be directed to the President at the
Fund's business office and should be sent by certified mail.

The Board of Directors unanimously recommends that the shareholders vote FOR all
proposals and all Director nominees.

It is important that proxies be returned promptly. Therefore, shareholders are
urged to execute and return the proxy in the enclosed envelope whether or not
you expect to attend the Annual Meeting. No postage is needed.

Respectfully submitted,
by Order of the Board of Directors
Jimmy Baker, President

December 29, 1995

<PAGE>

SHAREHOLDER NAME1
SHAREHOLDER NAME2
SHAREHOLDER ADDRESS
SHAREHOLDER CITY/STATE/ZIP

YOUR VOTE IS NEEDED. PLEASE VOTE TODAY!

Please vote on the proposals below, and sign (on the BACK of this form)
and date the proxy. Return your completed proxy to AmTrust
Investors,Inc. in the enclosed envelope today. If your address has
changed, please make any corrections on the form. The proxy applies to
the account listed below. The owner of the account listed below is
entitled to one vote for each share owned as of December 15, 1995.

Account Number.......: SACCTN
Total Shares.........: STOTSH

1. To Expand the Available Number of Board Members to Five