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SIGNATURE DAVID PETERS
TITLE COMPLIANCE ADMIN
Exhibit B
Item 77H Changes in Control of Registrant
Wako Securities America, One World Trade Center, Ste. 8369 New York, NY 10048
owned 57.92 percent of the outstanding shares of Farrell Alpha Strategies
(the "Registrant"). As a result of the Registrant's liquidation, Wako
Securities America had its shares redeemed and ceased to be a control person
of the Registrant
Exhibit A
Item 77C Matters submitted to a vote of security holders
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>
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"). The purpose of this Information
Statement is to advise 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 (20) 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.
<PAGE>
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 Number of Shares Percent of Class
5% Beneficial Owners Beneficially Owned*
Wako Securities (America), Inc. 298,936.985 57.97%
Wako International 99,645.662 19.32%
(Hong Kong), Limited
Wako International 99,645.662 19.32%
(Europe), Limited
* 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 adviser 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 12 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 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
<PAGE>
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
