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:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only
(as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to
Section 240.14a-11(c) or Section 240.14a-12
ASIA HOUSE FUNDS
(Name of Registrant/s as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identity the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
ASIA HOUSE FUNDS
1007 Church Street
Suite 307B
Evanston, IL 60201
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 12, 1997
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To the Shareholders of Asia House Funds.
Notice is hereby given that a Special Meeting (the "Meeting") of Shareholders of
Asia House Funds (the "Trust"), a Delaware Business Trust, will be held at the
offices of the Trust, 1007 Church Street, Suite 307B, Evanston, IL 60201, at
10:00 a.m. Central Time, on September 12, 1997. At the Meeting, shareholders
will be asked to consider and vote upon the following proposals:
1. To elect Trustees of the Trust (PROPOSAL 1).
2. To ratify Deloitte & Touche, LLP as independent accountants for the
Trust for the fiscal year ending December 31, 1997 (PROPOSAL 2).
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Trustees of the Trust has fixed the close of business on
August 15, 1997 as the record date for the determination of shareholders
entitled to notice of and to vote at the Meeting. Your attention is called to
the accompanying Proxy Statement. Regardless of whether you plan to attend the
Meeting, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY CARD so
that a quorum will be present and a maximum number of shares may be voted. If
you are present at the Meeting, you may change your vote, if desired, at that
time.
By Order of the Board of Trustees,
Cathy G. O'Kelly
Secretary
August 25, 1997
SHAREHOLDERS ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD 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.
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 Fund 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:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
------------ ---------------
<S> <C>
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
TRUST ACCOUNTS
(1) ABC Trust . . . . . . . . . . . . . . . . . . . . . . . . . . Jane B. Doe, Trustee
(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
(2) John B. Smith . . . . . . . . . . . . . . . . . . . . . . . . John B. Smith, Jr., Executor
</TABLE>
ASIA HOUSE FUNDS
1007 Church Street
Suite 307B
Evanston, IL 60201
SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 12, 1997
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PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of Asia House Funds (the "Trust") for use at
its Special Meeting of Shareholders to be held on September 12, 1997 at 10:00
a.m. Central Time, at the offices of the Trust, 1007 Church Street, Suite 307B,
Evanston, IL 60201, and at any adjournments thereof (collectively, the
"Meeting"). A Notice of Special Meeting and proxy card accompany this Proxy
Statement. The approximate date on which this Proxy Statement is being mailed to
shareholders (the `Shareholders") is August 25, 1997. At the Meeting,
Shareholders will be asked to consider and vote upon the following:
1. To elect Trustees of the Trust (PROPOSAL 1).
2. To ratify Deloitte & Touche, LLP as independent accountants for the
Trust for the fiscal year ending December 31, 1997 (PROPOSAL 2).
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Proxy solicitations will be made, beginning on or about August 25,
1997, primarily by mail, but proxy solicitations also may be made by telephone
or telefax by officers and employees of the Trust; Asia House Investments Inc.
(the "Adviser"), the investment adviser of the Trust; and Investors Bank & Trust
Company ("Investors Bank"), the administrator and transfer agent of the Trust.
The Adviser is located at 1007 Church Street, Suite 307B, Evanston, IL 60201 and
Investors Bank is located at 200 Clarendon Street, 16th Floor, Boston, MA 02116.
The cost of proxy solicitation and expenses incurred in connection with the
preparation of the Proxy Statement and its enclosures will be paid by the Trust.
The Trust also will reimburse brokerage firms and others for their expenses in
forwarding solicitation material to the beneficial owners of the Trust shares
(the "Shares").
The Trust's Annual Report to Shareholders for the fiscal year ended
December 31, 1996, containing audited financial statements, and the Semi-Annual
Report to Shareholders for the six months ended June 30, 1997, containing
un-audited financial statements, may be obtained, without charge, by calling
1-800-416-7204 or mailing your request to: Asia House Funds, c/o Investors Bank
& Trust Company, P.O. Box 9130, MFD - 23, Boston, MA 02117-9130.
Any shareholder giving a proxy has the power to revoke it prior to its
exercise by submission of a later dated proxy, by voting in person or by letter
to the Secretary of the Trust.
1
In the event that a quorum is not present at the Meeting or in the
event that a quorum is present but sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those Shares
represented at the Meeting in person or by proxy. The persons named as proxies
will vote those proxies which they are entitled to vote FOR any such proposal in
favor of such an adjournment and will vote those proxies required to be voted
AGAINST any such proposal against any such adjournment. A Shareholder vote may
be taken on one of the proposals in this Proxy Statement prior to any such
adjournment if sufficient votes have been received for approval. Under the
Trust's Agreement and Declaration of Trust ("Declaration of Trust"), thirty
percent of the Shares entitled to vote shall constitute a quorum for the
transaction of business at a Shareholders' Meeting.
The Trust has one class of common stock, which has a par value of $.001
per Share. On August 15, 1997, the record date, there was 311,011.068 Shares
outstanding. Each Share outstanding on the record date is entitled to one vote
on all matters submitted to Shareholders at the Meeting, with pro rata voting
rights for any fractional Shares.
As of the Record Date, John F. Vail has voting power with respect to
5.87% and Richard C. Romano has voting power with respect to 3.45% of the
outstanding Shares of the Trust. In addition, as of the Record Date, James D.
Vail, III has voting power with respect to 22.98% of the outstanding Shares of
the Trust through investments in the Trust held by both himself and by Harris
Trust & Savings Bank.
The tellers appointed for the Meeting will count the total number of
voted cast FOR approval of the proposals for purposes of determining whether
affirmative votes have been cast. The tellers will count Shares represented by
proxies that withhold authority to vote for a nominee for election as a Trustee
or that reflect abstentions or "broker nonvotes" (i.e., Shares held by brokers
or nominees as to which (i) instructions have not been received from the
beneficial owners or persons entitled to vote and (ii) the broker or nominee
does not have the discretionary voting power on a particular matter) as Shares
that are present and entitled to vote on the matter for purposes of determining
the presence of a quorum. With respect to the election of Trustees (Proposal 1)
and ratification of accountants (Proposal 2), neither withholding authority to
vote nor abstentions or broker nonvotes have any effect on the outcome of the
voting on the matter.
PROPOSAL 1: ELECTION OF TRUSTEES
The first proposal to be considered at the Meeting is the election of
Trustees of the Trust. At the Meeting, re-election of four (4) of the five (5)
Trustees and election of one (1) of the five (5) Trustees is proposed, with each
Trustee to hold office until the next meeting of Shareholders called for the
purpose of electing Trustees and until the election and qualification of his or
her successor, or until he or she sooner dies, resigns or is removed. Each of
the nominees currently serves as a Trustee of the Trust and has consented to
continue to serve as a Trustee of the Trust if elected at the Meeting. If a
designated nominee declines or otherwise becomes unavailable for election,
however, the persons named in the proxy have discretionary authority to vote in
favor of a substitute nominee or nominees.
2
Any Trustee may resign and any Trustee may be removed at any meeting of
Shareholders called for that purpose by a vote of at least 75% of the votes
entitled to be cast on the matter. In case a vacancy shall exist for any reason,
the remaining Trustees may fill such vacancy by appointing another Trustee. If,
at any time, less than a majority of the Trustees holding office have been
elected by the Shareholders, the Trustees then in office will call a
Shareholders meeting for the purpose of electing Trustees to fill any existing
vacancies in the Board of Trustees.
Set forth below is a list of the nominees for election to the Trust's
Board of Trustees, together with certain other information.
<TABLE>
<CAPTION>
NAME, AGE, PRINCIPAL OCCUPATION AND OTHER SERVED AS A AMOUNT AND NATURE OF
DIRECTORSHIPS (1) DURING THE PAST FIVE YEARS TRUSTEE SINCE BENEFICIAL OWNERSHIP (2)
OF SHARES OF THE TRUST AS
OF AUGUST 15, 1997
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<S> <C> <C>
John F. Vail, age 36 * (3) . . . . . . . . . . 1993 18,258.026
Chairman of the Board and President
of the Trust; Director, President,
Secretary and Treasurer, Asia House
Investments Inc. since March 1993;
Senior Analyst, Fidelity Investments
1988-1992
Lester E. Hammar, age 69 . . . . . . . . . . . . 1994 516.053
Retired; Vice President and Controller
Abbott Laboratories until 1988
Richard C. Romano, age 64 * (3) . . . . . . . . 1993 10,748.568
Director, Asia House Investments Inc.
since October 1994; President, Romano
Brothers and Co.
James D. Vail, III, age 68 * (3) . . . . . . . . 1993 71,470.937
Retired; Chairman of the Board, Vail
Family Foundation; Chairman of the
Board, Foster G. McGraw Educational
Foundation
George J. Stevenson, III, age 58 (4) . . . . . . 1997 0
President, Stevenson & Company;
President, Healthmate Products, Inc.
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</TABLE>
* "Interested person" of the Trust as defined in the Investment Company Act of
1940 (the "1940 Act").
3
(1) Directorships of companies that are required to report to the Securities and
Exchange Commission (the "SEC") or are registered as investment companies under
the 1940 Act. Except as otherwise noted, each individual has held the office
indicated or other offices in the same organization for at least five years.
(2) For this purpose "beneficial ownership" is determined in accordance with
Rule 13d-3 under the Securities and Exchange Act of 1934. The information as to
beneficial ownership is based upon information furnished to the Trust by the
Trustees. Mr. John F. Vail has shared voting power with respect to 76.584
Shares. As of August 15, 1997, the Trustees and officers of the Trust
collectively owned 32.47% of the outstanding Shares of the Trust.
(3) Messrs. John F. Vail, James D. Vail and Richard C. Romano each are
shareholders of Asia House Investments Inc.
(4) Mr. Stevenson was elected by the Board of Trustees on July 23, 1997.
The Board of Trustees held five meetings during the fiscal year ended
December 31, 1996, and all of the Trustees attended at least 75% of the Board
and Committee meetings of which they were members.
The Board of Trustees has an Audit Committee and a Nominating Committee
consisting of the Trustees who are not "interested persons" (as defined in the
1940 Act) of the Trust. The Audit Committee reviews the scope and results of the
Trust's annual audit with the Trust's independent accountants and recommends the
engagement of such accountants. The Audit Committee had one meeting during the
fiscal year ended December 31, 1996. The Nominating Committee reviews and
recommends prospective trustees to be considered by the Board of Directors. The
Nominating Committee did not meet during the fiscal year ended December 31,
1996.
The Trustees and officers of the Trust did not receive compensation
from the Trust for the fiscal year ended December 31, 1996. The Trust has no
retirement or pension plan for its Trustees and officers.
REQUIRED VOTE
Election of each of the listed nominees for Trustee of the Trust will
require the affirmative vote of a plurality of the votes cast at the Meeting in
person or by proxy.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE ELECTION OF EACH NOMINEE.
PROPOSAL 2: RATIFICATION OF INDEPENDENT ACCOUNTANTS
Deloitte & Touche, LLP ("Deloitte"), 125 Summer Street, Boston,
Massachusetts 02110, has served as independent accountants for the Trust since
the Trust's commencement of operations on November 29, 1993, and is being
recommended by the Trustees of the Trust to serve in such capacity for the
Trust's fiscal year ending December 31, 1997.
4
During the fiscal year ending December 31, 1996, the services provided
to the Trust by Deloitte included examination of financial statements, review of
filings with the SEC and preparation of tax returns. No other services were
provided by Deloitte to the Trust.
It is intended that proxies not limited to the contrary will be voted
in favor of ratifying Deloitte as independent public accountants to certify
every financial statement of the Trust required by any 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 December 31, 1997. Deloitte has no
direct or material indirect interest in the Trust. Representatives of Deloitte
are expected to be available by telephone during the Meeting, will be given the
opportunity to make a statement if they so desire and will be available to
respond to appropriate questions.
REQUIRED VOTE
A majority of the votes cast at the Meeting, in person or by proxy, is
required for ratification of Deloitte & Touche, LLP as independent accountants
for the Trust.
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE TRUSTEES WHO ARE NOT
"INTERESTED PERSONS" OF THE TRUST, RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
RATIFICATION OF DELOITTE & TOUCHE, LLP, AS INDEPENDENT ACCOUNTANTS FOR THE
TRUST.
ADDITIONAL INFORMATION
OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING
The Trustees do not intend to present any other business at the
Meeting, nor are they 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 proxy will vote thereon in accordance with their judgment.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS ARE THEREFORE
URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
5
ASIA HOUSE FUNDS
PROXY SOLICITATED BY THE BOARD OF TRUSTEES
The undersigned appoints Cathy G. O'Kelly or Susan C. Mosher and each
of them, attorneys and proxies for the undersigned, with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned all shares of Asia House Funds (the "Trust") which the
undersigned is entitled to vote at the Special Meeting of Shareholders of the
Trust to be held at the offices of the Trusts, 1007 Church Street, Suite 307B,
Evanston, IL 60201 on September 12, 1997 at 10:00 a.m. Central Time, and any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of Special Meeting and Proxy Statement and hereby instructs said attorneys and
proxies to vote said shares as indicated hereon. In their discretion, the
proxies are authorized to vote upon such other business as may properly come
before the Meeting. The undersigned hereby revokes any proxy previously given.
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THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BELOW, OR IF NO
DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ELECTION OF NOMINEES AS
TRUSTEES AND FOR PROPOSAL 2.
PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE PROPOSALS.
PLEASE VOTE BY CHECKING YOUR RESPONSE.
<TABLE>
<S> <C> <C>
1. ELECTION OF TRUSTEES FOR all nominees listed below WITHHOLD
(except as marked to the AUTHORITY
John F. Vail contrary below) to vote for all
Lester E. Hammar nominees listed below
Richard C. Romano |_| |_|
James D. Vail, III
George J. Stevenson, III
(INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL, WRITE HIS NAME ON THE LINE PROVIDED BELOW.)
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2. To ratify Deloitte & Touche LLP as independent FOR |_| AGAINST |_| ABSTAIN |_|
accountants for the Fund for fiscal year ending
December 31, 1997.
PLEASE SIGN AND DATE EXACTLY AS YOUR NAME NOTE: THE UNDERSIGNED HEREBY
APPEARS ON THIS LABEL, AND RETURN THIS FORM ACKNOWLEDGES RECEIPT OF THE NOTICE OF
PROMPLTY IN THE ENCLOSED SELF-ADDRESSED MEETING AND PROXY STATEMENT AND
ENVELOPE. REVOKES ANY PROXY HERETOFORE GIVEN WITH
RESPECT TO THE VOTES COVERED BY THIS
PROXY.
---------------------------------
Signature
---------------------------------
Signature If Jointly Held
Dated: ______________________, 1997
</TABLE>
