SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
Farrell Alpha Strategies
(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 14c-5(g) 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:
________________________________________________
<PAGE>
PRELIMINARY COPIES
FARRELL ALPHA STRATEGIES
NOTICE OF ACTION TAKEN
BY WRITTEN CONSENT OF MAJORITY SHAREHOLDERS
The holders of a majority of the issued and outstanding shares of
beneficial
interest entitled to vote of The Japan Alpha Fund (the "Fund") series of
Farrell Alpha Strategies (the "Trust"), holding 498,228 votes out of a
total
of 516,106 votes, or 96.5%, have submitted to the Trust written consents of
shareholders consenting to the following actions effective as of November
13,
1997:
1. Liquidation of the Fund's portfolio securities and
distribution of the proceeds of such liquidation after the
deduction of all applicable expenses;
2. Deregistration of the Trust as a registered investment
company under the Investment Company Act of 1940, as
amended; and
3. Dissolution of the Trust as a business trust under Chapter
38 of Title 12 of the Delaware Code.
This Information Statement is being sent to all shareholders of the Trust
to
inform such shareholders that the above actions will be commenced by the
Trust as soon as possible, but no earlier than December 29, 1997.
By Order of the Board of Trustees
/s/ Keiko Higa
Keiko Higa
Secretary
New York, NY
November 25, 1997<PAGE>
PRELIMINARY COPIES
FARRELL ALPHA STRATEGIES - THE JAPAN ALPHA FUND
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is furnished pursuant to the requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
regulations promulgated thereunder to the holders of shares of beneficial
interest ("Shareholders") of The Japan Alpha Fund (the "Fund") series of
Farrell Alpha Strategies (the "Trust") to advise such Shareholders of
certain
actions described herein, which have been authorized by the written consent
of Shareholders owning a majority of the shares of beneficial interest
("Shares") of the Trust (the "Majority Shareholders") of the Fund entitled
to
vote at a meeting of Shareholders, pursuant to the requirements of Chapter
38
of Title 12 of the Delaware Code.
As described herein, on November 13, 1997, a majority of the Board of
Trustees of the Trust determined that it was in the best interests of the
Trust, the Fund and its Shareholders to terminate the Fund and liquidate
the
Fund's portfolio. The Board of Trustees fixed September 31, 1997 as the
record date for the determination of Shareholders entitled to vote with
respect to the authorization of all the necessary actions to accomplish
this
result. Thereafter, the Majority Shareholders who are owners of record of
498,228 Shares representing 96.5% of the Shares, executed and delivered to
the Trust a written consent, effective as of November 13, 1997, authorizing
the liquidation of the Fund's portfolio securities and the distribution of
the proceeds of such liquidation to Shareholders after the deduction of all
applicable expenses; the deregistration of the Trust as a registered
investment company under the Investment Company Act of 1940, as amended
(the
"Investment Company Act"); and the dissolution of the Trust as a business
trust under Chapter 38 of Title 12 of the Delaware Code.
Pursuant to Rule 14c-2 under the Exchange Act, the authorization of the
liquidation by the Board of Trustees and Majority Shareholders shall not
become effective until twenty days after this Information Statement has
been
mailed to Shareholders. Promptly following the expiration of the twenty
day
period, the Trust intends to commence the liquidation of the Fund.
This Information Statement is first being sent to Shareholders on or about
December 8, 1997.
Voting Securities and Principal Holders Thereof
As of November 13 1997, the Fund had 515,718.379 Shares, no par value,
issued
and outstanding. The Fund is the only issued and outstanding series of the
Trust. Each Share is entitled to one vote on all matters submitted to a
vote
of Shareholders. The consent of the holders of a majority of all of the
outstanding Shares was sought to authorize the actions described above in
connection with liquidating the Fund.
The following table sets forth information as to the beneficial ownership
of
each person known to the Trust to own more than 5% of the outstanding
Shares
of the Fund as of November 13, 1997.
Name and Address of
5% Beneficial Owners
Number of Shares
beneficially
owned*
Percent of Class
Wako Securities (America), Inc.
298,936.985
57.97%
Wako International (Hong Kong),
Limited
99,645.662
19.32%
Wako International (Europe)
Limited
99,645.662
19.32%
* All Shares are held beneficially and of record and the owner has sole
voting and investment power with respect thereto.
As of November 13, 1997, Dr. James L. Farrell, Jr., Trustee and Chairman of
the Board, President of the Fund and Chairman of Farrell-Wako Global
Investment Management, Inc., owned beneficially and of record 9,909.662
Shares or 1.92% of the Fund. As of November 13, 1997, all executive
officers
and Trustees as a group owned 9,909.662 Shares or 1.92% of the Fund.
Information Concerning the Trust's Advisor.
Farrell-Wako Global Investment Management, Inc. ("Farrell-Wako"), with
offices at 780 Third Avenue, New York, NY 10017, (212) 319-3944, is an
investment management firm, which has served as the investment advisor to
the
Trust since the Trust's commencement of operations on
July 17, 1995. Farrell-Wako, which is a registered investment adviser, is
a
wholly-owned indirect subsidiary of Wako Securities Co., Ltd. ("Wako"),
which, with its affiliates, holds a majority of the Shares.
Information Concerning the Trust's Distributor and Administrator.
FPS Broker Services, Inc. (the "Distributor") is the distributor of the
Trust
pursuant to an Underwriting Agreement dated July 14, 1995, which was last
approved at a meeting of the Trust's Board of Trustees held on May 15,
1997.
The Distributor is a Pennsylvania corporation formed on April 19, 1989, and
is a broker-dealer registered under the Exchange Act and a member of the
National Association of Securities Dealers, Inc. The Distributor, located
at
3200 Horizon Drive, King of Prussia, PA 19406-0903, is a wholly-owned
subsidiary of FPS Services, Inc., the servicing agent, administrator,
transfer agent and accounting/pricing agent for the Trust. FPS Services,
Inc. is located at the same address as the Distributor. At the present
time,
the Distributor serves as distributor for 17 other non-affiliated fund
groups.
Description of the Transaction:
In November 1997, Wako informed Farrell-Wako of its intention to redeem its
Shares of the Fund as soon as practicable. Because Wako, together with its
affiliates, owns over 95% of the Shares of the Fund, the redemption of
Wako's
Shares would seriously deplete the assets of the Fund. Wako has agreed to
delay the redemption of its Shares until the other Shareholders of the Fund
have been notified and given an opportunity to redeem their Shares.
On November 13, 1997, the Board of Trustees of the Trust met to determine
the
various courses of action available to the Fund upon the redemption of
Wako's
Shares. The consensus of the Board was that the Fund could not remain
operational following the redemption because the Fund's operating expenses
would be too great for the Fund to bear and remain viable. Among other
things, the Board considered merging the Fund into another investment
company; changing the investment objective, name and fundamental policies
of
the Fund; and liquidating the Fund's portfolio securities and ceasing
operations as a registered investment company. The Board determined that
it
would not be realistic to believe that another investment company would be
interested in merging with the Fund given that the Fund will have so few
assets remaining following Wako's redemption. Similarly, altering the
Fund's
investment objective and policies was determined not to be an effective
solution given the limited assets of the Fund. Following a detailed
discussion and upon consulting with the Fund's management, the Board of
Trustees determined that it would be in the best interests of the Trust,
the
Fund and the Shareholders to liquidate the Fund's portfolio securities and
for the Trust to cease operations as a registered investment company.
Effect of the Liquidation and Dissolution:
Following the Board's determination that it was in the Trust's best
interests
for the Fund to cease operations, Wako and its affiliates agreed to submit
a
written consent (the "written consent") approving the liquidation of the
Fund's portfolio securities and the distribution of the proceeds of the
liquidation to the Shareholders after the deduction of all applicable
expenses. In addition, Wako consented to the deregistration of the Trust
as
a registered investment company under the Investment Company Act and the
dissolution of the Trust as a business trust under Delaware law.
The proposed liquidation of the portfolio securities will commence at least
twenty (20) days following the mailing of this Information Statement to
Shareholders of the Fund, but no earlier than December 29, 1997. Once the
portfolio is liquidated, the Fund will redeem all Shareholders and
distribute
to each Shareholder that Shareholder's pro rata portion of the proceeds of
the liquidation after deducting all applicable expenses.
Once the portfolio securities have been liquidated and the redemption
proceeds have been distributed to Shareholders, the Trust will file an
application for an order (the "Order") from the U.S. Securities and
Exchange
Commission that the Trust cease operations as an investment company
registered under the Investment Company Act. Following receipt of the
Order,
the Trust will file a certificate of dissolution with the Secretary of the
State of Delaware to dissolve the Trust.
By Order of the Board of
Trustees
/s/James L. Farrell, Jr.
James L. Farrell, Jr.
Chairman of the Board
