NOTICE OF ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD JANUARY 31, 1997
IMPORTANT: Please Send In Your Proxy
To the shareholders of AmTrust Investors, Inc.
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 a.m. on Friday, January 31, 1997 at 109-A Teakwood, in
Victoria, Texas. The purpose of the meeting is to vote on the following
proposals:
(1) To Elect a Board of Directors of five members to hold office
for the ensuing year and until their successors are elected and
qualified;
(2) To Ratify Selection of Independent Accountant, Michael S. Klingle
as independent auditor of the Fund;
(3) To Approve the Management Agreement with the Investment Advisor,
AmTrust Capital Resources, Inc.;
(4) 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 31, 1996, 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
January 2, 1997
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD JANUARY 31, 1997
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 31, 1996, 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 31, 1996, the number of outstanding shares of the Fund was
_________. 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 31, 1996, no single
shareholder held in excess of 5% of the outstanding shares of AmTrust
Value Fund.
Proposal 1: 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 sub-
stitute nominee as the Board has recommended unless the number of
Directors serving on the Board is reduced. Each director who was not
an "interested person" as defined by the Investment Company Act of 1940
(the "Act"), received compensation, in the amount of $100.00, for services
as a member of the Board during 1996. The compensation was paid by the
Fund's investment Advisor out of it's investment management fee.
INFORMATION ABOUT DIRECTOR NOMINEES
* JIMMY BAKER(a), age 39
Principle Occupation
during last 5 years: President, AmTrust Investors, President, AmTrust
Capital Resources, Inc., Advisor to the Fund;
President, Jim Baker, PC(Certified Public Accountant)
Director Since 1993; Directly & Indirectly owns _______ shares of the Fund
as of December 31, 1996
Board Meetings: Present at all six meetings held during 1996
Committees: None
Compensation: None since last shareholders meeting
* JESSE BAKER (b), age 68
Principle Occupation
during last 5 years: Retired accountant
Consultant, Jim Baker, PC
Director Since 1994; Directly or Indirectly owns ______ shares of the Fund
as of December 31, 1996
Board Meetings: Present at five of the six meetings held during 1996
Committees: None
Compensation: None since last shareholders meeting
* MICKEY PACHTA (c) age 41
Principle Occupation
during last 5 years: Attorney at Law,Pachta and Associates,Specializing in
Trusts and Estate Planning,Member of State Bar of Texas
Certified Public Accountant
Director Since 1996; Directly or Indirectly owns _____ shares of the Fund
as of December 31, 1996
Board Meetings: Present at five of the six meetings held during 1996
Committees: None
Compensation: None since last shareholders meeting
PAUL ERDELT, age 39
Principle Occupation
during last 5 years: Advertising and Art Director for furniture store chain;
develops and produces all print media advertising
Director Since 1993; Directly or Indirectly owns ______ shares of the Fund
as of December 31, 1996
Board Meetings: Present at all six meetings held during 1996
Committees: None
Compensation: $100.00 since last shareholders meeting
PAUL TEINERT, age 36
Principle Occupation
during last 5 years: Certified Public Accountant, Self-employed;
Controller for Station Equipment and Maintenance;
Public Accountant for Roloff,Hnatek & Co.
Director Since 1996; Directly or Indirectly owns ______ shares of the Fund
as of December 31, 1996
Board Meetings: Present at all six meetings held during 1996
Committees: None
Compensation: $100.00 since last shareholders meeting
* An interested party and/or a Director or shareholder of the Investment
Advisor
(a) Mr. Jimmy Baker owns 50% of the outstanding stock of the Advisor and
is the sole director of the Advisor.
(b) Mr. Jesse Baker owns 10% of the outstanding stock of the Advisor.
(c) Mr. Mickey Pachta owns 1.25% of the outstanding stock of the Advisor
Proposal 2: To Ratify Selection of Independent Accountant
The Board of Directors recommends the employment of Michael S. Klingle,
CPA as independent auditor with respect to the operations of the Fund for
the year ending June 30, 1997. Mr. Klingle has provided all of the
auditing services to the Fund since its inception. 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 3: To Approve the Management Agreement
The Fund currently has an Investment Advisory Agreement (the "Agreement")
with AmTrust Capital Resources, Inc. (the "Advisor"), PO Box 3467,
Victoria, TX 77903-3467. The Agreement was last submitted to the
shareholders, and approved, at the annual meeting of the shareholders
held January 19, 1996, 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, 1996, the Advisor was paid $8,771.78. A copy
of the complete text of the Investment Advisory Agreement is available
free of charge upon request. Listed below is a summary of the existing
Advisory Agreement, as approved when last submitted to the shareholders.
INVESTMENT MANAGEMENT: The Advisor will act as the investment advisor for
the Fund and will manage the investment and reinvestment of the assets of
the Fund in accordance with the Fund's investment objectives, policies
and limitations, and to administer its affairs to the extent requested by
and subject to the supervision of the Board of Directors of the Fund for
the period and upon the terms herein set forth. At all times the Advisor
will be governed by the objectives and policies of the Fund as stated in
the Fund's current Prospectus, the By-Laws, and the Articles of
Incorporation of the Fund as may from time to time be in force. The
Advisor further agrees to comply with all laws and procedures of the
Securities and Exchange commission (the "SEC"), the Internal Revenue
Service, the State of Texas, the National Association of Securities
Dealers (the "NASD") and other appropriate agencies and relevant laws
regarding the management and investment selection of registered investment
companies. Any violation of the laws and procedures may be considered a
breach of this contract by the Advisor. The Advisor also agrees to follow
the policies and suggestions of the Fund and its Board of Directors unless
such policies and suggestions would constitute a material change in this
contract or is materially different from objectives and policies stated in
the Registration Statements. The Advisor accepts such employment and
agrees during such period to render such services, to furnish office
facilities and equipment, to provide clerical, bookkeeping and
administrative services for the Fund, to provide shareholder and
information services, to permit any of its officers or employees to serve
without compensation as directors or officers of the Fund if elected to
such positions and to assume the obligations herein set forth for the
compensation herein provided. The advisor shall for all purposes herein
provided be deemed to be an independent contractor, and unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund.
The Advisor agrees to keep appropriate records and calculate performance
data for the Fund and agrees to provide such records and summaries to the
Fund, the public or to other parties in furtherance of the business of the
Fund. Such records and calculations of performance data will be maintained
in compliance with the SEC, the NASD and other such regulatory body, where
applicable. The Advisor shall assume all operating expenses of the Fund
except the investment advisory fees (as described below), and the usual
brokerage commissions and fees associated with buying and selling
securities.
FIDELITY BONDING: The Advisor will maintain a fidelity bond in compliance
with Rule 17(g) covering all access persons and insuring the Fund from
larceny and embezzlement. In compliance with the requirements concerning
policies that have a deductible clause, an escrow account has been
established in the amount of the deductible and shall be maintain a
balance for at least the amount of the deductible as stated on the policy
The Advisor will also comply with Rule 17(g) concerning notice to the
independent directors of the Fund concerning any claim made against the
Advisor.
COMPENSATION: In consideration for services provided, the Fund agrees to
provide the Advisor an Investment Advisory Fee (the "Fee"). The Fee
shall be accrued daily and paid monthly at a specified annual rate (see
"Annual Rate of the Advisory Fee"), multiplied by the aggregate average
daily closing value of the Fund's Net Asset Value ("NAV") during the
previous 30 days. That amount will then be multiplied by a fraction, the
numerator of which is one (1) and the denominator of which is three
hundred and sixty five (365), or if a leap year, three hundred and sixty-
six (366).
ANNUAL RATE OF THE ADVISORY FEE: The specified annual rate will depend on
the size of the Fund's average net assets as calculated during the last
thirty (30) days. The following table sets for the annual rate that the
Fund would pay depending on the Fund's thirty (30) day moving average
net assets:
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 $ 3,000,000.00 1.45%
$ 3,000,000.00 $ 4,000,000.00 1.40%
$ 4,000,000.00 $ 5,000,000.00 1.35%
$ 5,000,000.00 $ 10,000,000.00 1.30%
$ 10,000,000.00 1.25%
DURATION: This Agreement shall continue in effect only as long as such
continuance is specifically approved at least annually in the manner
required by the Investment Company Act of 1940.
TERMINATION: This Agreement shall be terminable upon written notice, by
either party giving sixty (60) days notice. Termination shall be without
penalty to either party. The Fund may effect termination by action of
the Board of Directors of the Fund or by vote of a majority of the
outstanding shares of the common stock of the Fund, accompanied by
appropriate notice. This Agreement may be terminated at any time without
the payment of any penalty by the Board of Directors of the Fund or by
vote of a majority of the outstanding shares of the common stock of the
Fund in the event that it shall have been established by a court of
competent jurisdiction that the Advisor or any officer or director of
the Advisor has taken any action which results in a breach of the
covenants of the Advisor set forth herein. Termination of this Agreement
shall not affect the right of the Advisor to receive payments on any
unpaid balance of the compensation described herein earned prior to such
termination.
ASSIGNMENT: This Agreement is automatically void upon assignment of the
contract by either party.
Proposal 4: 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. November 1, 1997 is the last day for receiving
proposals of shareholders for inclusion in the proxy statement and proxy
relating to the 1997 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
January 2, 1997
SNAME1
SNAME2
SADDR
FADDR
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 postage-paid 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 31, 1996.
Account Number.......: SACCTN
Total Shares.........: STOTSH
1. To Elect a Board of Directors 1. Jimmy Baker 4. Mickey Pachta
2. Jesse Baker 5. Paul Teinert
3. Paul Erdelt
[__] FOR all nominees listed [__] WITHHOLD AUTHORITY on all,
or on nominee(s) #__________
indicate by number
2. To Ratify the Selection of Independent Accountant
[__] For [__] Against [__] Abstain
3. To Approve the Management Agreement with AmTrust Capital Resources, Inc.
[__] For [__] Against [__] Abstain
IMPORTANT: Please vote your proxy
Your vote is needed! Please vote on the reverse side of this form, sign
and date the proxy in the space provided. Return your completed proxy to
AmTrust Investors, Inc. in the enclosed envelope today.
The undersigned hereby appoints Jimmy Baker or Mickey Pachta as attorneys
and proxies with power of substitution to vote all stock of AmTrust
Investors, Inc., which the undersigned is entitled to vote at the 1996
Annual Meeting of the shareholders of the Corporation and at any
adjournments thereof, with respect to the proposals listed on the
reverse hereof. The meeting will be held at 10:00 a.m., Friday, January
31, 1997, at 109-A Teakwood, Victoria, Texas.
As to any matter, or if any of the nominees are not available for
election, said attorneys shall vote in accordance with their best
judgment. This proxy is solicited by the Board of Directors.
Signature(s)
(All registered owners of the account shown must sign. If signing for a
corporation, partnership, or as agent, attorney, trustee, custodian or
other fiduciary, please indicate your capacity.)
Receipt of proxy statement is acknowledged. This proxy will be voted as
specified herein. If no specification is made, the proxy will be voted
in favor of the proposals and nominees. You may revoke this proxy
anytime before it is voted at the meeting.
X______________________________ X__________________________________
Signature of Owner Date Signature of joint owner Date
(if applicable)